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2011-10-17 City Council Agenda Packet
CITY OF PALO ALTO Special Meeting CITY COUNCIL Council Chambers October 17, 2011 5:30 PM Agenda posted according to PAMC Section 2.04.070. Supporting materials are available in the Council Chambers on the Thursday preceding the meeting. 1 October 17, 2011 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. Call to Order Closed Session Public Comments: Members of the public may speak to the Closed Session item(s); three minutes per speaker. 1.Closed Session Conference with Legal Counsel -Government Code Section 54956.9(b), (c) Potential Litigation Relating to the Mitchell Park Library and Community Center Construction Significant Exposure to Litigation Pursuant to Subdivision (b) of Section 54956.9: 1 Potential Case Potential Initiation of Litigation Pursuant to Subdivision (c) of Section 54956.9: 1 Potential Case Study Session 2.Study Session with the Public Art Commission Special Orders of the Day 3.Community Partnership Presentation by the Garden Club of Palo Alto 4.Community Partnership Presentation by Palo Alto Philharmonic Orchestra 5.United Nations Association Film Festival (UNAFF) Proclamation 6.Presentation by the League of California Cities Helen Putnam Award for Project Safety Net 2 October 17, 2011 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. City Manager Comments Oral Communications Members of the public may speak to any item not on the agenda; three minutes per speaker. Council reserves the right to limit the duration of Oral Communications period to 30 minutes. Consent Calendar Items will be voted on in one motion unless removed from the calendar by two Council Members. 7.Council Approval that Allows the Director of Public Works or His Designee to Waive Landfill Fees for Acceptance of Clean Soils Received at the Landfill 8.Approval of Amendment No. 1 to Contract No. C10132135 with CAD Masters, Inc. for the Development, Enhancement, and Ongoing Support and Maintenance of the Utilities Asset Management System in an Amount of $300,000 Per Year for a Total Amount Not To Exceed $1,500,000 for Up To Five Years 9.Approval of Two Amendments to City of Palo Alto Utilities Energy Efficiency Program Agreements and Adoption of One Budget Amendment Ordinance: 1) Amendment No. 1 to Contract No. C11140925 with Ecology Action for up to $300,000 in Additional Funds for Additional Business Energy Efficiency Rebates for a Total Not to Exceed Amount of $1,817,397 through FY 2014; 2) Amendment No. 1 to Contract No. C10134341 with OPOWER, Inc. for up to $250,000 in Additional Funds for Additional Home Energy Reports For a Total Not to Exceed Amount of $843,083 through FY 2013; and 3) Ordinance Amending the Budget for FY 2012 to Provide an Additional Appropriation of $425,000 Within the Electric Fund for Two Demand-Side Management Programs 10.Approval of Amendment No. 1 to Contract with Ghirardelli and Associates, to Extend the Term and Add $29,000 for a Total Not to Exceed $179,000 for Construction Management on the Stanford Avenue/ El Camino Real Intersection Improvements Project (CIP PL-07002) 3 October 17, 2011 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. 11.Approval of Sub Lease Agreements with Palo Alto Community Child Care and Community Creative Learning Center for Extended Child Care Services at 12 Palo Alto Unified School District Sites 12.Approval of Contract for Hewlett-Packard Software Maintenance Support Services for the City of Palo Alto Hewlett-Packard Computer Systems. 13.Approval of Agreement with PAHC Housing Services, LLC for Administration and Consulting Services for Up to Two Years in an Amount Not to Exceed $165,000 Per Year for the Below Market Rate Housing Program 14.Appointments of Stepheny McGraw and Susan Rosenberg to the Storm Drain Oversight Commission for two terms ending on December 31, 2015 15.Request for Council Approval of Draft City of Palo Alto Response Letters to the Bay Area Council to the Metropolitan Transportation Commission Letter 16.Revised Rail Committee Guiding Principles for Council Approval Agenda Changes, Additions and Deletions HEARINGS REQUIRED BY LAW: Applications and/or appellants may have up to ten minutes at the outset of the public discussion to make their remarks and put up to three minutes for concluding remarks after other members of the public have spoken. OTHER AGENDA ITEMS: Public comments or testimony on agenda items other than Oral Communications shall be limited to a maximum of three minutes per speaker. Action Items Include: Reports of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Reports of Officials, Unfinished Business and Council Matters. 17.Adoption of Two Resolutions: (1) Amending Section 1501 of the Merit System Rules and Regulations to Adopt a New Memorandum of Agreement (MOA) with International Association of Firefighters (IAFF), Local 1319 and (2) Fixing the Employer’s Contribution Under the Public Employees' Medical and Hospital Care Act (PEMHCA) for Local 1319, International Association of Fire Fighters 4 October 17, 2011 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. 18.PUBLIC HEARING: Approval of a Mitigated Negative Declaration, Tentative Map and Record of Land Use Action to Subdivide a 2.64 Acre Site Into 10 Single Family Lots Located at 525 San Antonio Avenue 19.Council Direction Regarding California AvenueTransit Hub Corridor Streetscape Improvements Project Sidewalk Widening Options 20.Submittal of Mitchell Park Library and Community Center Monthly Report and Council Direction to Staff to Continue Monthly Reports Council Member Questions, Comments and Announcements Members of the public may not speak to the item(s) Adjournment AMERICANS WITH DISABILITY ACT (ADA) Persons with disabilities who require auxiliary aids or services in using City facilities, services or programs or who would like information on the City’s compliance with the Americans with Disabilities Act (ADA) of 1990, may contact (650) 329-2550 (Voice) 24 hours in advance. PUBLIC COMMENT Members of the Public are entitled to directly address the City Council/Committee concerning any item that is described in the notice of this meeting, before or during consideration of that item. If you wish to address the Council/Committee on any issue that is on this agenda, please complete a speaker request card located on the table at the entrance to the Council Chambers, and deliver it to the City Clerk prior to discussion of the item. You are not required to give your name on the speaker card in order to speak to the Council/Committee, but it is very helpful. 5 October 17, 2011 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. Additional Information Supplemental Information Standing Committee Meetings Standing Committee Packets from the City Clerk Standing Committee Packets from the City Clerk Standing Committee Packets from the City Clerk Action Agenda Action Agenda from the City Clerk Schedule of Meetings Schedule of Meetings from the City Clerk Tentative Agenda Tentative Agenda from the City Clerk Informational Report Report on the Potential and Feasibility of Siting a 25 to 50 Megawatt Gas-Fired Power Plant in Palo Alto Public Letters to Council Public Letters to Council from the City Clerk City of Palo Alto (ID # 2176) City Council Staff Report Report Type: Study SessionMeeting Date: 10/17/2011 October 17, 2011 Page 1 of 1 (ID # 2176) Summary Title: Joint Meeting With Public Art Commission Title: Study Session with the Public Art Commission From:City Manager Lead Department: Community Services Potential List of Topics for Joint Meeting With Council Below are the potential topics of discussion for the joint meeting the Public Art Commission October 17, 2011 at 7:00 PM. I.Past Year’s Accomplishments II.Current Projects III.Discussion of National Public Art trends IV.Future Focus Items V.Council Questions Attachments: ·Attachment A -Maintenance of Artwork(DOC) ·Attachment B -Summary of Findings From 2003 Research Report by Americans for the Arts (DOC) ·Attachment C -NEA Chairman Rocco Landesman (PDF) ·Attachment D -Building Community Character (PDF) Prepared By:Elise DeMarzo, Department Head:Greg Betts, Director, Community Services City Manager Approval: James Keene, City Manager Maintenance of Artworks Artworks Needing Immediate Treatment (Budget $50,000) •After the Fire, Bruce Johnson •Digital DNA, Adriana Varella •Homage to Silence, Jerome Kirk •Nude in Steel, Hans Wehrli •Albuquerque, Gale Wagner •California Avenue, California Native,Susan Leibowitz-Steinman •Movement IV, Steven Rand •Go Mama, Marta Thoma, •Rrun,Marta Thoma, •Kaikoo V., Betty Gold •Arch Cradle –Michael Szabo •Light Ladder, Ben Kaiser •Push –Hunnicut •Skyhook Boca Raton, Peter Shire Maintenance Detail -After the Fire •Artist to Re-Burn and brush the wood, oil and seal surface. •Replace deteriorated piers below artwork with new concrete piers •Estimate $3,100 –3,500. Summary of Findings from 2003 Research Report by Americans for the Arts, Public Art Programs Fiscal Year 2001 This study is based on a survey of the 350 Public Art organizations in the United States, 287 of which participate in % for Art. ·The average public art program has 2.1 staff member who work directly for the program. Each staff member is working on an average of nine public art projects. ·Among the cities that allocate funding to public art: 91% mandate the allocation (the rest are voluntary), 41% allocate funds for conservation, 29% allocate funds for program staff, and 21% allocate funds for educational programming. ·The 5 year History of Average Public Art Program Budgets (1998-2002) for a population between 30,000 and 99,999 was: 1998-$91,246, 1999-$107,198, 2000-$153,671, 2001-$193,839, and 2002 (proj.) -$164,947. ·The five year history of Average Public Art Program Budgets (1998-2002) for Cities was: 1998-$270,658, 1999-$321,278, 2000-$473,202, 2001-$683,869 and 2002 (proj.) $969,335 ·Older public art programs have the largest budgets. The five year History of Average Public Art Program Budgets for a program established before 1980 was: 1998-$892,329, 1999-$928,613, 2000-$132,150, 2001 -$1,269,692, and 2002 (proj.) $1,537,932 For full report, visit www.AmericansForTheArts.org Media Contact: Victoria Hutter 202-682-5692 hutterv@arts.gov Program Contact: Jamie Hand 202-682-5566 hand@arts.gov NEA Chairman Rocco Landesman Announces Inaugural Our Town Grants More than $6.5 million to be invested in 51 communities that are supporting the arts as part of a community revitalization strategy For immediate release July 12, 2011 Washington, DC - Today, the National Endowment for the Arts (NEA) announced the inaugural round of "Our Town" funding, totaling $6.575 million in grants to 51 communities in 34 states that have created public-private partnerships to strengthen the arts while shaping the social, physical, and economic characters of their neighborhoods, towns, cities, and regions. NEA Chairman Rocco Landesman made the announcement during an online press conference. Chairman Landesman said, "Communities across our country are investing in the arts and smart design to enhance Americans' quality of life and to promote the distinctive identities of our communities. Our Town creates partnerships among local governments and arts and design organizations to strengthen the creative sector and help revitalize the overall community." Artist Vollis Simpson, whose "Whirligigs"(kinetic sculptures ) will be be restored and conserved as part of the City of Wilson, North Carolina's Our Town project. Photo courtesy of Burke Uzzle NEA's Director of Design Jason Schupbach noted, "Creative placemaking is a strategy for making places vibrant. Arts and design are essential parts of the complex work of building a livable, sustainable community." Our Town grants range from $25,000 to $250,000 and represent a range of rural, suburban, and urban communities with populations ranging from just over 2,000 people to more than 8.2 million people. More than half of the Our Town grants were awarded to communities with a population of less than 200,000, and seven to communities of fewer than 25,000 people. Grants were awarded for planning, design, and arts engagement projects that strengthen arts organizations while increasing the livability of communities across America. By requiring a partnership between local government and an arts or design organization, Our Town encourages creative, cross sector solutions to the challenges facing towns, cities, and the arts community. Examples of projects receiving Our Town grants: East Bay Center for the Performing Arts in Richmond, California, will receive $150,000 to support the commissioning of an interactive art installation by new media artist Scott Snibbe, which will feature professionally choreographed and video-recorded movements of Richmond youth, reflecting both the diversity of the local population and Jason Schupbach on community design Videos: 1 | 2 | 3 :: Our Town grant announcement webinar :: MICD50 Video Postcard: Seven designers discuss creative placemaking :: Ann Markusen on Creative Placemaking :: Art Works Blog: "Our Town Spotlight: Fargo, ND" What's this? Page 1 of 3NEA Chairman Rocco Landesman Announces Inaugural Our Town Grants 10/11/2011mhtml:file://C:\Documents and Settings\bminor\Local Settings\Temp\MinuteTraq\paloalt... the multicultural dance, rhythm, and performance programs taught and performed at the Center. "Social Light," an interactive art installation by new media artist Scott Snibbe at East Bay Center for the Performing Arts in Richmond, CA. Photo by Michelle Flynn ArtPrize in Grand Rapids, Michigan will receive $100,000 to support its annual competition, which invites applications from artists from around the world to compete to exhibit their work in museums, businesses, restaurants, stores, parks, and other existing spaces within a three-square-mile area of Grand Rapids during a free, two-week festival. The City of Wilson, North Carolina will receive $250,000 to support the repair and conservation of internationally recognized artist Vollis Simpson's original large-scale "Whirligigs," which are kinetic sculptures. The project will serve as a national model by generating new employment and training opportunities associated with the conservation of these vernacular artworks. Ballroom Marfa in Marfa, Texas, will receive $250,000 to support a multi-stage improvement plan for Vizcaino County Park, which is on several acres of scenic desert on the northeastern edge of town. The park will be a permanent home for Marfa's "Drive-In," a new outdoor venue for music, film, and performing arts. Wormfarm Institute in Reedsburg, Wisconsin, will receive $50,000 to support the planning, piloting, and evaluation of their "Farm/Art D-Tour." Guided and self-led tours will take place along rural roads in northern Sauk County, Wisconsin, featuring farm- based, ephemeral art installations and performances; artist-designed-and-built mobile farm stands; and interpretative signage about rural culture and the local arts, food, and farming communities. Page 2 of 3NEA Chairman Rocco Landesman Announces Inaugural Our Town Grants 10/11/2011mhtml:file://C:\Documents and Settings\bminor\Local Settings\Temp\MinuteTraq\paloalt... Hayballs by Alexis Ortiz and Danny Mansmith at Wormfarm. Photo by Donna Neuwirth See the complete listing of Our Town grants. On July 12th, NEA Chairman Rocco Landesman and NEA Design Director Jason Schupbach hosted a webinar announcing the inaugural round of Our Town grants. The webinar has been archived and is now available. Our Town builds on the NEA's 25-year history of investment in creative placemaking, which has included: The Mayors' Institute on City Design®, run in partnership with the American Architectural Foundation and the U.S. Conference of Mayors, which connects mayors and design professionals to tackle communities' most pressing design challenges. The MICD 25th Anniversary Initiative, for which 21 grants totaling $3 million were announced in July 2010. The grants focused in four specific areas: reuse of abandoned space, commissioning public art, cultural district planning, and new ways of designing infrastructure. Your Town: The Citizens' Institute on Rural Design, managed in partnership with the faculty of Landscape Architecture at SUNY Syracuse, which provides local leaders in rural areas the tools they need to wisely direct the physical growth of their communities. A panel discussion on creative placemaking, held in September 2010, that examined the role of the arts and the creative community in creating livable, sustainable communities. Participants included Richard Florida, Author, The Great Reset and The Rise of the Creative Class; Tim Jones, President & CEO, Toronto Artscape; Rick Lowe, Founder, Project Row Houses, Houston, Texas; and Ann Markusen, Professor and Director, Project on Regional and Industrial Economics at the University of Minnesota's Humphrey Institute of Public Affairs. Creative Placemaking, a white paper by Ann Markusen and Anne Gadwa that summarizes two decades of creative placemaking in the U.S., drawing on original economic research and case studies of path-breaking initiatives in communities of all sizes. Live from Your Neighborhood: A National Study of Outdoor Arts Festivals, an NEA report that examines the range and variety of arts festivals in the U.S., the artists they employ, the communities they serve, and the roles they play in shaping our cities, towns, and neighborhoods. The National Endowment for the Arts was established by Congress in 1965 as an independent agency of the federal government. To date, the NEA has awarded more than $4 billion to support artistic excellence, creativity, and innovation for the benefit of individuals and communities. The NEA extends its work through partnerships with state arts agencies, local leaders, other federal agencies, and the philanthropic sector. For more information, go to arts.gov. Return to News Index Privacy Policy Important Notices Contact Us USA.gov National Endowment for the Arts · an independent federal agency 1100 Pennsylvania Avenue NW Washington, DC 20506 Page 3 of 3NEA Chairman Rocco Landesman Announces Inaugural Our Town Grants 10/11/2011mhtml:file://C:\Documents and Settings\bminor\Local Settings\Temp\MinuteTraq\paloalt... Community CharaCter how arts and cultural strategies create, reinforce, and enhance sense of place Arts and culture strategies help to reveal and enhance the un- derlying identity—the unique meaning, value, and character— of the physical and social form of a community. This identity is reflected through the community’s character or sense of place. A community’s sense of place is not a static concept; rather, it evolves and develops over time, reflecting the spectrum of so- cial values within and around the community. In this way, the community character of a city, county, town, or neighborhood can be seen as a story or narrative of a place. Planners and community members can come to- gether to reveal and burnish this narrative through: u an articulation of the historic, cultural, economic, and cul- tural context of the community; u a commitment to the reinforcement and enhancement of the community’s identity; and u the implementation of policies, regulations, and incen- tives that support and enhance this evolving identity. Awareness of community identity and character is strength- ened by the consideration of all community interests in de- cision-making processes; the integration of arts and cultural resources with civic visioning programs; and the balancing of the inherent conflicting nature of past, present, and fu- ture social values. Keypoint #1: Understanding Community Context Keypoint #2: Reinforcing Sense of Place: Celebrating Community Character Keypoint #3: Local Implementation Framework Keypoint #4: Arts and Cultural Programming ARTS AND CULTURE BRIEFING PAPERS 03 Prepared by the American Planning Association, as part of a collaborative project with the RMC Research Corporation and with funding from the Rockefeller Foundation Kimberley Hodgson Helping a community begin to understand its historic, cultural, economic, and social context is an essential foundation for developing and building sense of place. This context Keypoints This brief explores how arts and culture strategies can be used to understand community context, celebrate community character, and ultimately create, reinforce, or enhance sense of place. Artistic and cultural inventories allow a community to begin to understand the historic, cultural, economic, and social context of a community—an essential foun- dation for developing and building sense of place. A creative community vision can continuously evolve and embrace new ideas while balancing the inherent conflicting nature of past, present, and future com- munity values and culture. Such a vision must reinforce and embrace the changing climate, culture, and char- acter of a place. Preserving and enhancing the local identity, unique- ness, and arts and culture assets of a community re- quire that local decision making, planning processes, policies, and regulations reflect and support commu- nity character. Arts and cultural programming plays an important role in providing education about the historical and cultural context of a community and in providing op- portunities for participation in community life through festivals, events and performances, interactive classes and workshops, and a variety of other activities. Each key point is explored in greater depth on the fol- lowing pages. Keypoint #1: Understanding Community Context includes a variety of community characteristics: popu- lation, demographic, and linguistic characteristics; physical and natural resources; cultural history; climate; customs; landscape features; design and architectural elements; local educational institutions; and tempo- rary artistic and cultural exhibits, events, and spaces. A comprehensive reading or inventory of place can help a community begin to develop a voice for its narrative. The urban planning process plays an important role in assisting residents as they inventory and explore their community context. In this way, the planning process provides a grounding mechanism to ensure that the wealth of information latent in the community is revealed, enhanced, and maintained over time. This allows a narrative about the authentic elements of a community’s talent to emerge and thrive. Artistic and cultural inventories allow a community to assess its historic, cultural, economic, and social context. These inventories include the identification, assessment, and mapping of a community’s artistic and cultural resources. Conducting such an inventory allows planners to play a role in revealing the creative assets of a community. This role is strengthened by collaboration with other stakeholders, such as artists or representatives from cultural institutions. Arts, cultural, and educational institutions are particularly skilled at capturing these special qualities and helping citizens understand their community through new eyes. An inventory can often be the first step in community character discovery—or a guided visioning exercise that engages residents from all segments of a commu- nity’s population in an interactive, creative process of developing a vision for the future of the community. According to the Culture, Creativity, and Communities Program at the Urban Institute, however, traditional cultural inventories conducted by local governments often overlook nontraditional cultural resources, venues, and activities. Cultural inventories typically focus on cataloging the variety of arts and cultural organizations within a community, analyzing aspects of the natural environment (such as natural and ar- chaeological resources), and describing traditional arts and cultural sites such as theaters, galleries, and other performance or exhibition venues. By expanding the scope of a traditional cultural inventory, planners can better explore the wealth of artistic, cultural, and creative opportunities at the municipal and neighbor- hood levels. A comprehensive artistic and cultural inventory combines quantitative and qualitative methods and includes a variety of stakeholders—such as artists, residents, and community cultural workers—in com- munity-based participatory research into the artistic, cultural, and creative characteristics of a community or neighborhood. Such a comprehensive inventory may include the following: u population and demographic information u local social and architectural history u languages spoken u food culture u unique customs u current landscape u scale of existing buildings (residences, as well as commercial, governmental, and institutional buildings) u public spaces u transportation infrastructure u temporary markets and fairs u patterns, colors, and materials of buildings u natural resources u native plants u street, business, and community signage u art forms u special places u local educational institutions (colleges, universi ties, etc.) u arts institutions (museums, theaters, historic homes, etc.) u galleries As one example, the Boston Indicators Project—a partnership among the Boston Foundation, the City of Boston, and the Metropolitan Area Planning Council—explores, measures, and assesses the val- ues, resources, and assets of the city and its residents within the context of civic vitality, cultural life and the arts, the economy, education, the environment, health, housing, public safety, technology, and transportation. The project relies on the interaction and participation of a broad range of stakeholders (from schoolchildren and engaged residents to academic and community- based experts to public officials and policy makers) to achieve its goals and objectives. AMeRiCAn PlAnning AssoCiAtion In an effort to better understand how Boston’s growing ethnically and culturally diverse population—which comprises more than 50 nationalities and ethnici- ties and more than 100 languages and dialects—is expressing its presence in the city and the region, the project and the Mayor’s Office of New Bostonians de- veloped the Greater Boston Cultural Resources Survey. This survey was designed to “assess movement along a continuum of cultural expressions, as groups develop resources to transact their own businesses, move to- ward reflecting themselves to the larger community, and grow in ways that begin to reshape the cultural landscape of the city.”1 The survey invites residents to share “insider” information about the city’s cultural and ethnic heritage, commercial establishments, traditions, resources, and amenities. It asks respondents to share their knowledge about a variety of community activi- ties, places, spaces, events, and resources, such as: u religious organizations or places of worship u informal gathering spaces (beauty salons, cafés, parks, corners) u sports or recreational clubs or teams specific to an ethnic or cultural community u social or cultural clubs u restaurants, grocery stores, or specialty stores that serve or sell products specific to an ethnic or cultural community u arts and cultural venues or public art that celebrate a specific ethnic or cultural heritage u nonprofit organizations that serve a specific ethnic or cultural community u festivals or parades that express or celebrate the heritage or the presence of an ethnic or cultural community u places where people can purchase books or music relating to an ethnic or cultural community u major institutions or parks that celebrate the cultural heritage of an ethnic or cultural community u books, websites, or tours that speak to or about an ethnic or cultural community2 Keypoint #2: Reinforcing Sense of Place: Celebrating CommunityCharacter While an inventory of place provides the initial context for build- ing sense of place and establishing community identity, the combina- tion of context and the reinforcement of the current climate and cul- ture of a place create community character or identity. Reinforcing sense of place therefore requires first a comprehensive understanding of a community’s his- toric, cultural, economic, and social context, and sec- ond a vision for the future that continuously evolves and embraces new ideas while balancing the inherent conflicting nature of past, present, and future commu- nity values and culture. Community character is something a community has inherently, not something that can be applied like makeup. It is conveyed by not only grand build- ings and public spaces but a whole range of urban elements: residences of all sizes and scale; commer- cial, government, and institutional buildings; street cross-sections; street furniture and graphics; public places, large and small; ceremonial buildings; informal activities such as street markets and fairs; and the food, language, and personalities that contribute to a community’s narrative. Only through the understand- ing and reinforcement of its character can a commu- nity flourish civically and economically. Planners are uniquely qualified to guide citizens in this pro - cess of discovery and celebration of community character. Ybor City—the Latin Quarter of Tampa, Florida—is known as a center of the cigar industry but also as a vibrant, multicultural melting pot. In the 19th and early 20th centuries, Ybor City was home to more than 230 cigar factories, as well as many Spanish, Cuban, African, Italian, German, and Jewish immigrants. During the 1950s and 1960s, federal urban-renewal efforts aimed at slum clearance and interstate freeway construction disfigured Ybor City. The preservation of architectural and streetscape features that indicate the neighborhood’s multiethnic heritage—second-floor balconies, ornate cornice and tile designs, five-globe street lamps, wide sidewalks of hex-shaped pavers, decorative shop windows, wrought-iron benches, and ornate curlicue light fixtures—is due in large part to the work of the Barrio Latino Commission, Tampa’s first architectural review commission, created in 1959. The 1983 Ybor City Historic District Revitalization Plan re- sulted in more than $12 million in private investment to revitalize the neighborhood. The City of Tampa relaxed the district’s zoning laws to permit nighttime uses, such as bars and clubs, to attract tourists and visitors. While these efforts worked as stimulants for economic development, Ybor City quickly became a popular entertainment district, attracting a young, rowdy crowd at night but very few people during the day. Through community involvement—as well as the collaboration of a variety of institutions, including the local development corporation, the city planning of- fice, and the historic district—Ybor City is once again experiencing a wave of revitalization efforts. With the introduction of the Tampa Electric Company streetcar line, the revitalization of historic buildings, new infill housing to the north and south of the historic core, and a variety of new businesses and restaurants, Ybor City continues to balance its multiethnic heritage with the goals and needs of current residents. The 2004 Ybor City Vision Plan continues to guide the area’s re- development efforts. In 2008, Seventh Avenue in the heart of Ybor City was selected as one of American Planning Association’s Great Streets in America on ac- count of its history, character, and evidence of strong community involvement.3 Keypoint #3: Local Implementation Framework Artistic and cultural inven- tories, community vision- ing processes, arts and cul- ture programming, master plans, and public financial investment in urban de- sign and placemaking are important elements of an overall strategy that plan- ners can use to explore community context, embrace and nurture community diversity and uniqueness, and build upon and celebrate community character. Preserving and enhancing the local identity, unique- ness, and arts and culture assets of a community re- quire that local decision making, planning processes, policies, and regulations reflect and support this com- munity character. Local government programs, poli- cies, and regulations that incorporate the underlying philosophy or identity of a community can provide a framework for decision making, encourage develop- ment that is place based, and reinforce the cultural goals and vision of a community. This framework sup- ports the work of civic leaders and community advo- cates and can help bring new allies, talent, and ideas into the planning process. public art master plans Public art—such as memorials, historical monuments, in- stallations, murals, sculptures, mosaics, decorative features, and functional elements—is an important element in placemaking. Unlike art in private spaces, public art is ide- ally site-specific and attuned to its social, economic, and environmental context. Public art can contribute to urban design and the revitalization of civic infrastructure; en- hance and personalize public space; comment on environ- mental and social conditions; and activate civic dialogue. The development and adoption of a public art master plan provides an opportunity to establish a shared vision for a community’s public realm and to coordinate the activities of multiple stakeholders—planners, artists, arts and culture–related nonprofit organizations, and other stakeholders—in shaping that realm. More and more communities are developing and adopting public art master plans for the purpose of demonstrating a long- term commitment to the central importance of public art in the planning, design, and creation of public space. AMeRiCAn PlAnning AssoCiAtion In 1988, the City of Phoenix adopted the first city- wide public art plan in the country. Public Art Plan for Phoenix: Ideas and Visions gave the city a “clear vision and path for public art to become an effec- tive tool of urban design.” Since the adoption of this innovative plan and its revision in 2006, public art has played an important role in shaping the city. The original plan identified working zones and opportuni- ties to strengthen the design of the city through more than 70 public art projects related to the design and construction of buildings, outdoor urban spaces and networks, and infrastructure. The plan update built upon the original vision by addressing the need to “strengthen creative partnerships with the public and private sector; improve the sustainability of projects and initiatives; cluster projects to maximize public benefit; and improve the care and maintenance of the city’s public art collection. In another effort to recognize and commemorate a place’s history and legacy, the Durham, North Carolina, Office of Economic and Workforce Development and the Parrish Street Advocacy Group partnered to de- velop the 2008 Plan for Public Art on Parrish Street. The plan builds upon the Durham Cultural Master Plan, the Downtown Master Plan, and additional public and private planning projects. Through public art, it ad- dresses the need to catalyze economic development activity while celebrating the story of African American entrepreneurship, empowerment, and economic in- novation on Parrish Street, which in the early 20th cen- tury was known locally as “Black Wall Street.” The plan “establishes a bold direction in which many types of art form the epicenter of downtown while their execution honors successful public art processes, urban land use planning structures, and landscape design strategies for artistic consideration.”4 Another example comes from Arlington County, Virginia, which is committed to “encouraging excel- lence in the design of public buildings, parks, streets and infrastructure.” The county “recognizes that public art, along with architecture, landscape architecture, urban design, graphic design, and historic preserva- tion, is one of several tools the County can use” to create “strong, meaningful connections between people and places.” Since 2000, the Arlington County Board has supported public art as a tool for promoting “design excellence” and a “high-quality public realm.” In September 2000 and December 2004, the county board adopted a public art policy and public art mas- ter plan, respectively. The public art policy established the board’s commitment to public art, while the plan outlined a strategy for commissioning art projects and provided details on priorities, locations, and themes for those projects. The plan also established goals to inte- grate art with architectural, landscape, and infrastruc- ture design of capital projects; to coordinate the efforts of various county departments, commissions, and residents to identify and implement public art projects; and to focus staff time and financial resources on proj- ects with the strongest placemaking impact.5 public investment in urban infrastructure The design of urban infrastructure, such as architec- ture, streetscapes, transportation facilities, and so on, presents an opportunity to interpret the many constit- uent elements of a sense of place: the natural environ- ment, history, culture, language, and other aspects of local environmental, economic, and social conditions. Through the development of creative streetscape design, transit facilities, street signage, and other infra- structure, artists can inform, educate, and comment on these local conditions. For example, through investment in the integration of public art in water and sewer infrastructure, the City of Calgary, Alberta, provides essential services to residents while also enhancing sense of place. The city takes pride in the intact ecosystem of the Bow River, which flows through the city and provides residents with a sustainable source of drinking wa- ter, recreational opportunities, and world-class trout fishing. As a result, the city’s Council and Department of Utilities and Environmental Protection (UEP) cre- ated a Public Art Plan for the Expressive Potential of Utility Infrastructure to engage artists in utilizing public art to raise awareness of water as a critical and finite resource, foster environmental stewardship, and continuously engage residents in education about UEP services, infrastructure, and the surrounding wa- tershed. The plan outlines how the city can integrate public art into its utilities and environmental systems to map the relationship between the man-made and natural watershed of the Bow River. The plan creates a “conceptual framework and visual tone for how UEP wants citizens to recognize and respond to its infra- structure.” This plan reveals the “untapped potential” of infrastructure as a unique, artistic, and cultural asset to the community and lays the foundation for realizing infrastructure’s expressive potential.6 From Austin, Texas; Portland, Oregon; and New York City to Louisville, Kentucky; Sioux Falls, South Dakota; and Mount Clemens, Michigan, cities and towns across the country are combining the utility with aesthetics by allowing local artists to design and sculpt innova- tive and creative bicycle racks. These racks not only provide bicycle parking but also draw attention to bi- cycle parking as an important element of street furni- ture. Combined with other aesthetically pleasing street furniture, artistic bicycle racks create an interesting en- vironment for residents and tourists and enhance the character of a place. Philadelphia’s Avenue of the Arts is a classic case study of how public and private investment in arts and cul- tural programming and development can assist in overcoming a variety of economic, social, and physi- cal challenges. More than $100 million in public funds and $1 billion in private funds transformed South Broad Street from a declining street into a vibrant cor- ridor that embraces its heritage and provides a home for 23 arts organizations, three major art institutions, three large hotels, more than 20 high-end retailers, more than 30 restaurants, and 1,450 residential units either converted from vacant office buildings or newly constructed. Efforts to revitalize South Broad Street began in 1978 with the exhibit Broad Street Comes Alive, sponsored by the Philadelphia Art Alliance, which showcased a vision for transforming the street. However, implemen- tation did not begin until the early 1990s. By 1993, the arts organizations, the business community, and the city reached a consensus that Broad Street would require significant public investment for revitalization. With the support of Mayor Ed Rendell, redevelopment efforts finally started. Improvements included the in- stallment of vintage lampposts, sidewalk pavers, plant- ers, bus shelters, and decorative subway entrances. Wide sidewalks accommodated outdoor seating, and mixed use developments provide ample space for street-level retail and restaurants along with a mixture of office and residential space on upper floors. The board and staff of the Avenue of the Arts, Inc. maintain the revitalization efforts and plan a variety of events and programs—such as festivals, parades, recreational activities, temporary and permanent art exhibits, and performances—in collaboration with the arts organi- zations, retailers, specialty shops, and community and educational institutions along the avenue.7 According to an economic impact study conducted in September 2007 by Econsult, in 2006 the avenue generated an estimated $424 million, with an estimated $150 million in total earnings, supporting approximately 6,000 jobs. AMeRiCAn PlAnning AssoCiAtion Arts and cultural program- ming provides education about the historical and cultural context of a com- munity and opportuni- ties for participation in community life through festivals, events and per- formances, interactive tive ideas and widen arts and cultural participation, particularly among diverse and underserved commu- nities.” For example, in 2008, a smART ventures grant provided funding to filmmakers Melissa Young and Mark Dworkin to provide free screenings of their docu- mentary Good Food, which explores the meaning of good food and its value to healthy communities.9 Another example is City Arts, a nonprofit arts orga- nization based in Washington, D.C., which engages residents in the development of artworks that reflect neighborhood history and culture, provides paid ap- prenticeships to talented youth artists, and offers arts education to a range of age groups. At the beginning of an artworks project, student apprentices connect with neighborhood leaders, civic groups, and residents to generate ideas for images to include in the artwork. This input makes it more likely that the artwork will pay tribute to the neighborhood’s history, present, and future.10 For example, a Duke Ellington mural, in- stalled in 1997 and expanded in 2004, “contributed to the transformation of the U Street NW corridor into a lively arts and entertainment district.” According to City Arts, the mural contributes to the “visual integrity of the streetscape” and instills a “sense of pride in the resi- dents of the neighborhood.”11 This briefing paper was written by Jeff Soule, f a i c p (APA’s di- rector of outreach and international programs), Kimberley Hodgson, a i c p (manager of APA’s Planning & Community Health Research Center), and Kelly Ann Beavers (PhD candi- date, Virginia Tech, and APA arts and culture intern). Keypoint #4: Arts and Cultural Programming classes and workshops, and a variety of other activities. Programming initiates conversation about arts and culture and establishes a structure of happenings and plans that ensure that these activities will continue to flourish. This deliberate continuity will help strengthen creative ideas, inspire citizens, and offer hope that op- portunities exist and matter to the community. This in- creases the likelihood of not only the implementation of arts programs but also their integration with other community plans. Seattle’s Office of Arts and Cultural Affairs has estab- lished two programs that support community charac- ter through financial assistance and programming: the Neighborhood and Community Arts (NCA) Program and a small awards initiative (smART ventures) that in- vests in community-based arts and culture programs. NCA provides support to neighborhood groups that “produce recurring festivals and events that promote arts and cultural participation, build community and enhance the visibility of neighborhoods through arts and culture.”8 By contrast, smART ventures provides small, one-time financial assistance to “spark innova- endnotes 1. See www.tbf.org/indicators2004/culturallife. 2. See www.tbf.org/SelectSurvey/TakeSurvey.asp?SurveyID=3M09p4KLm753G 3. See www.planning.org/greatplaces/streets/2008/7thavenue.htm; and www .tampagov.net/dept_ybor_city_development_corporation/information_ resources/2005_vision.asp. 4. See www.durhamnc.gov/departments/eed/parrish/p_advocacy.cfm. 5. See www.arlingtonva.us/departments/ParksRecreation/scripts/culture/ ParksRecreationScriptsCulturePublicArtPlan.aspx. 6. See www.calgary.ca/docgallery/bu/recreation/public_art/uep_public_art_plan .pdf. 7. See www.planning.org/greatplaces/streets/2008/southbroadstreet.htm and www .avenueofthearts.org. 8. See www.seattle.gov/arts/funding/neighborhood_community.asp. 9. See www.seattle.gov/arts/funding/smart_ventures_featured.asp. 10. See cityartsdc.org/documents/CityArtsbrochure.pdf. 11. See www.cityartsdc.org/about. arts and Culture Briefing papers this is one in a series of briefing papers on how planners can work with partners in the arts and culture sector and use creative strategies to achieve economic, social, environmental, and community goals. Please visit our website at www.planning.org/research/arts to learn more about this series. Copyright © 2011 by the American Planning Association 205 n. Michigan Ave., suite 1200, Chicago, il 60601–5927 www.planning.org City of Palo Alto (ID # 1790) City Council Staff Report Report Type: Special Orders of the Day Meeting Date: 10/17/2011 October 17, 2011 Page 1 of 1 (ID # 1790) Summary Title: Community Partnerships -Garden Club of Palo Alto Title: Community Partnership Presentation by the Garden Club of Palo Alto From:City Manager Lead Department: Community Services Attachments: ·Attachment A -Garden Club 90th Anniversary (DOC) Prepared By:Erin Perez, Administrative Assistant Department Head:Greg Betts, Director, Community Services City Manager Approval: James Keene, City Manager CITY OF PALO ALTO PROCLAMATION HONORING THE GARDEN CLUB OF PALO ALTO’S NINETIETH ANNIVERSARY WHEREAS,on October 28, 1921, twelve ladies, led by Mrs. Frederick Wheeler, gathered together and formed an organization called the Garden Club of Palo Alto that would provide leadership in gardening, preservation of trees and natural resources, conservation, good will, charity, and sense of community; and WHEREAS,the Garden Club members have over the years directed the beautification of public areas by planting flowers, shrubs, trees, and gardens at libraries, schools, Red Cross buildings, the Girl Scouts building, the Palo Alto City Center, the Community House, our Veterans’ Hospitals, and the YWCA building, plus have provided much appreciated flower arrangements to schools, hospitals, clinics and service organizations; and WHEREAS, Garden Club members have effectively provided education in gardening techniques from composting, hybridization, natural methods of pest control and water conservation to vitalizing vacant lots for the planting of Victory Gardens to support our Veterans,providing camouflage trellises to protect us in time of war, to establishing special vegetable gardens for the unemployed who were trying to put food on their tables, to developing the first tree map, tree labels, and book of Palo Alto Trees; and WHEREAS,in 1985, in the spirit of its founding Garden Club members’ vision of a public garden center that would provide educational programs and demonstration gardens to the public, the Garden Club drove the establishment of the Elizabeth F. Gamble Garden; and WHEREAS, for the past ninety years, through fundraising the Garden Club has given hundreds of thousands of dollars, purchasing war bonds, purchasing gardening books for our libraries, awarding Audubon scholarships to teachers, purchasing Christmas trees and wreaths for the City, donating to the California Council for Roadside Beauty, donating to the Women’s International League, purchasing trees for the City’s duck pond, donating to Dr. Goodspeed’s international horticultural expeditions, supporting Palo Alto’s Sister City International Organization, awarding a scholarship to the Botanical Department of UC Berkeley, and continuously supporting Gamble Garden. NOW, THEREFORE, I, Sidney A. Espinosa, Mayor of the City of Palo Alto, on behalf of the City Council do hereby proclaim our community’s grateful appreciation and congratulations to the Garden Club of Palo Alto in celebration of its Ninetieth Anniversary. Presented: October 2011 ______________________________ Sidney A. Espinosa Mayor City of Palo Alto (ID # 2110) City Council Staff Report Report Type: Special Orders of the Day Meeting Date: 10/17/2011 October 17, 2011 Page 1 of 1 (ID # 2110) Summary Title: Palo Alto Philharmonic Orchestra Title: Community Partnership Presentation by Palo Alto Philharmonic Orchestra From:City Manager Lead Department: Community Services Attachments: ·Attachment A -Palo Alto Philharmonic Orchestra Fact Sheet (DOC) Prepared By:Erin Perez, Administrative Assistant Department Head:Greg Betts, Director, Community Services City Manager Approval: James Keene, City Manager What is the Palo Alto Philharmonic? We are a volunteer, 501(c)3 non-profit community orchestra that performs large-scale symphonic works in Palo Alto, by composers old and new.The orchestra was founded in 1988 by a group of musicians who wanted to play classical music concerts annually for the community.For more information, please visit our website at www.paphil.org Music Director Thomas Shoebotham conducts four regular symphony concerts each season, usually in October, December, February, and April. Lee Actor, our Assistant Conductor and Composer-in- Residence, prepares and conducts one piece at each concert and also works with the musicians at sectional rehearsals. This year we will perform overtures, concertos, and symphonies by Tchaikovsky, Bernstein, Schubert, Paganini, Shostakovich, Mozart, and other classical and contemporary composers. We also perform a Family Concert each May at Cubberley Theatre. Tickets to this concert are heavily discounted to encourage whole families to attend. Musicians from the orchestra perform smaller scale works at our Chamber Concerts in November & March and our Baroque Music concert each September. We feature local soloists as well as nationally and internationally known soloists in most concerts. Our upcoming concert (October 22) is on the 200th birthday of Hungarian composer Franz Liszt. We will mark the event with a performance of Liszt’s Totentanz for Piano and Orchestra, featuring recording artist Péter Tóth, three-time winner of the Franz Liszt International Piano Competition. At one concert each year we play a commissioned composition by our Composer-in-Residence Lee Actor. Last season we performed his Concerto for Horn and Orchestra, the First Prize Winner of the 2007 International Horn Society Composition Contest. This spring, we will premiere a yet-to-be-titled Lee Actor composition. Funding Our income is generated from ticket sales, donations, grants, and advertisements in our printed programs. We receive support from the City of Palo Alto in the form of discounted rent for Cubberley Theatre and rehearsal space. Expenses Our main expenses are performance space rental; rehearsal space rental at Cubberley Center; music purchase & rental; piano rental; conductor,composer, soloist, and concertmaster stipends; printing of brochures and other publications; advertising; and postage. Sounds great, when can I hear you? Our next concert is THIS Saturday, October 22nd at Cubberley Theatre on Middlefield Rd. The pre- concert talk by Music Director Shoebotham starts at 7:30pm and the concert begins at 8pm. Tickets can be purchased online through our website or at the Cubberely Theatre Box Office 45 minutes prior to the show. Ticket prices are: $20 General, $17 Senior, $10 Student. We are excited about our 2011-2012 Season. We hope to see you there! CITY OF PALO ALTO PROCLAMATION United Nations Association Film Festival WHEREAS, October 21, 2011 marks the 14th anniversary of the United Nations Association Film Festival (UNAFF), which was originally created to celebrate the 50th anniversary of the signing of the Universal Declaration of Human Rights; and WHEREAS, UNAFF was initiated with the help of members of the Stanford Film Society and United Nations Association, Mid-peninsula Chapter, a grassroots, community-based, nonprofit organization in Palo Alto; and WHEREAS, UNAFF gives five awards — UNAFF Grand Jury Award for the Best Documentary, UNAFF Grand Jury Award for the Best Short Documentary, UNAFF/Stanford Video Award for Cinematography, UNAFF/Stanford Video Award for Editing and the UNAFF Youth Vision Award.; and. WHEREAS, UNAFF has previously screened some of the most honored and talked about documentaries including five that went on to win Academy Awards and twenty that were nominated; and WHEREAS, UNAFF celebrates the power of films dealing with human rights, environment, women’s issues, homelessness, racism, disease control, universal education, war and peace with the theme this year of “Education is a Human Right”; and WHEREAS, the UNAFF jury selected 70 films for this year’s festival dealing with topics from countries around the world; and WHEREAS, UNAFF will be held October 21 to October 30, 2011 at the Aquarius Theatre, AOL/PATCH and Palo Alto High School in Palo Alto, at Stanford University, in East Palo Alto and San Francisco and; WHEREAS, UNAFF hosts academics and international filmmakers to discuss the topics in the films with members of the audience, who are often separated by geography, ethnicity and economic status. NOW, THEREFORE, I, Sidney A. Espinosa, Mayor of the City of Palo Alto, on behalf of the City Council do hereby proclaim October 21 to 30, 2011 as United Nations Association Film Festival Days, and encourage the citizens of our community to attend the UNAFF Opening Night at the Aquarius Theatre and the UNAFF screenings from October 21 to 30, 2011. Presented: October 2011 ______________________________ Sidney A. Espinosa Mayor City of Palo Alto (ID # 2189) City Council Staff Report Report Type: Special Orders of the Day Meeting Date: 10/17/2011 October 17, 2011 Page 1 of 2 (ID # 2189) Council Priority: Community Collaboration for Youth Well-Being Summary Title: Helen Putnam Project Safety Net Award Presentation Title: Presentation by the League of California Cities Helen Putnam Award for Project Safety Net From:City Manager Lead Department: Community Services Brief description of the Helen Putnam Award and the 2011 recipient –Palo Alto’s Project Safety Net Community Coalition Helen Putnam was a mother, school teacher, principal, mayor and county supervisor. But most of all, Helen Putnam was a person who viewed meeting one's potential as the measure of success. Excellence, to Helen Putnam, was shown by someone who did his or her very best. She was as supportive and loving of people who did their best as she was of people who did the best. To the League and to California Cities, Helen Putnam defined excellence. The Award for Excellence is given in her memory. Established in 1982 by the League of California Cities, the California Cities Helen Putnam Award for Excellence program is to recognize and promote the outstanding efforts and innovative solutions by city governments. The City of Palo Alto’s role in coordinating the Project Safety Net Community Collaborative is honored to receive a 2011 Helen Putnam Award in the following category: Health and Wellness programs: ·Innovative programs pertaining to the health and wellness of city residents ·Health and wellness programs that are collaborative with other public and non- profit agencies and the private sector ·Innovative planning efforts to promote city design that encourages healthy lifestyles Project Safety Net (PSN) Community Coalition is our community’s response to the tragic teen suicides experienced between May 2009 and January 2011. The PSN Community Coalition is broadly represented with parents, medical and other healthcare professionals from Stanford University, Lucile Packard Children’s Hospital, Palo Alto Medical Foundation and private practice, youth-serving non-profits, city commissions, the Palo Alto Youth Council and many October 17, 2011 Page 2 of 2 (ID # 2189) others. The mission of the PSN Community Coalition is to develop and implement an effective, comprehensive, community-based mental health plan for overall youth well-being in Palo Alto. The plan, as described in the Project Safety Net -July 2010 report, includes education, prevention and intervention strategies that together provide a Safety Net for youth and teens in Palo Alto, and defines our community's teen suicide prevention efforts. For more information please visit www.PSNPaloAlto.org. Prepared By:Erin Perez, Administrative Assistant Department Head:Greg Betts, Director, Community Services City Manager Approval: James Keene, City Manager City of Palo Alto (ID # 2073) City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/17/2011 October 17, 2011 Page 1 of 3 (ID # 2073) Summary Title: Fee Approval Authority -Landfill Closure Soils Title: Council Approval that Allows the Director of Public Works or His Designee to Waive Landfill Fees for Acceptance of Clean Soils Received at the Landfill From:City Manager Lead Department: Public Works Recommendation Staff recommends that Council delegate to the Director of Public Works or his designee approval to waive fees for the acceptance of clean soils at the landfill. Background The Palo Alto Landfill was filled to capacity on July 28, 2011. The landfill was subsequently closed to the public and now only accepts materials that will prepare the site for final closure. These materials include clean soils from commercial trucking firms, curbside yard trimmings delivered by GreenWaste to produce compost and concrete/asphalt debris from City crews to be transformed into base rock for roads and trails. The City needs approximately 200,000 cubic yards of clean soil to complete the closure of the landfill’s last remaining section, a 51-acre section designated as “Phase IIC”. The soils will be used both to construct the foundation layer that will underlie the cap and will also be mixed with compost to be used to construct a vegetative soil layer suitable for parkland. After Phase IIC is closed and certified by the State, it will be opened to Byxbee Park users (expected in 2013). Clean fill soil will also be needed in the future. The entire closed 126-acre landfill will also need an undetermined amount of soil on an annual basis to repair settlement that is expected to occur during the 30-year post-closure maintenance period as required in the California Code of Regulations Title 27. The most recent Municipal Fee Schedule lists a fee of $35 per yard for the deposit of clean soils accepted at the landfill. In the past, this fee was charged for residents and small commercial loads of soil that were used for daily cover when refuse filling occured. The market rate for area landfills to accept large amounts of soil ranges from $50 to $100 per truckload which equals about $5 to $10 per cubic yard. October 17, 2011 Page 2 of 3 (ID # 2073) Discussion The City needs flexibility in charging fees for the acceptance of soils in order to generate and properly manage the large amounts of soils necessary to close the landfill. The market for clean soil changes frequently as large construction projects generate or require fill. During past closure projects, the City has purchased suitable vegetative soil from offsite sources. The landfill’s latest closure forecast estimates $1.4 million for the purchase and placement of the vegetative soil within Phase IIC. The City can save a majority of this cost by working with outside firms to bring in suitable soils and mix/screen their soils with the City’s compost to produce the vegetative soil for closure. A cost incentive (i.e. fee reduction or elimination) is required to motivate a firm to bring in large amounts of soil and undertake this processing activity. Staff will also set terms and conditions on outside firms to ensure that the City can properly manage soils under this fee waiver program such as: 1) Outside firm may be required to place their soils to design grades using their own staff and equipment; 2)Outside firms will be asked to screen and mix their soil with the City’s compost; and 3)Outside firm will conduct dust abatement, storm water controls or any other operational condition that benefits the City with the proper management of the soils. Any onsite work will require outside firms to meet the City’s insurance requirements. Because of the lack of operational space available at the site, staff will necessarily limit the amount of outside firms who will participate with these operations. Staff has recently evaluated the current market rate for the disposal of soil by issuing an informal request for proposals to firms who haul or broker outside soil projects. The City has received a proposal from a firm who will pay the City an amount per truckload to provide the soils necessary to meet the landfill’s closure soil needs. By accepting vegetative soils early (i.e. not purchasing the soils from an offsite quarry), the City will need to temporarily stockpile large amounts of soils on the previously closed Phase IIB (see Attachment A). The soils will be stockpiled within a narrow stockpile, approximately 100 feet wide and 20 feet in height. These soils will then be transported to Phase IIC by a contractor after the cap is installed in order to construct the vegetative soil layer in 2012. Staff is requesting that Council delegate to the Director of Public Works or his designee authority to waive or partially waive the fee charged for the deposit of clean soils at the landfill as listed in the FY2012 Municipal Fee Schedule both now and throughout the post-closure maintenance period. Staff is not requesting the authority to raise the fee above the current rate of $35 per cubic yard. Resource Impact The cost for purchasing vegetative soil from an outside supplier (during closure) and place the soil into the vegetative layer is forecasted at $1.4 million and is included in the Landfill Closure Capital Improvement Program (CIP) Project RF-11001. The City October 17, 2011 Page 3 of 3 (ID # 2073) currently has a proposal from a firm to provide and process this soil and pay the City a reduced fee for the landfill to accept this soil. Staff is expecting to save over $1 million of this CIP forecast as well as gain an additional; $250,000 in FY12 revenue for the early acceptance of this soil, provided that the firm providing the soil is able to bring in and process the required soil volume before the soil is needed. Policy Implications Council approval to set and maintain landfill fees is consistent with City policies. Environmental Review Delegating fee authority does not constitute a project under the California Environmental Quality Act (CEQA); therefore, no environmental analysis is required. Attachments: ·2073 Attachment A (PDF) Prepared By:Ron Arp, Manager, Environmental Control Programs Department Head:J. Michael Sartor, Interim Director City Manager Approval: James Keene, City Manager City of Palo Alto (ID # 1991) City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/17/2011 October 17, 2011 Page 1 of 3 (ID # 1991) Summary Title: Approval of Amendment to CAD Masters Contract Title: Approval of Amendment No. 1 to Contract No. C10132135 with CAD Masters, Inc. for the Development, Enhancement, and Ongoing Support and Maintenance of the Utilities Asset Management System in an Amount of $300,000 Per Year for a Total Amount Not To Exceed $1,500,000 for Up To Five Years From:City Manager Lead Department: Utilities Recommendation Staff recommends that Council approve and authorize the City Manager or his designee to execute Amendment No. 1 (Attachment A) to Contract No. C10132135 with CAD Masters, Inc. in the amount of $300,000 for the first of a five-year contract for the development, enhancement, and ongoing support and maintenance of the Utilities Asset Management System. Staff also recommends that Council approve and authorize the City Manager or his designee the option of renewing the contract for up to four additional years at an amount not to exceed $300,000 per year, provided the funds are appropriated in the budget for subsequent years, the consultant is responsive to the contract requirements, and the quality of the work is acceptable during each year of the contract. The Total Amount for Amendment One is not to exceed $1,500,000 for Five Years. Background Contract No. C10132135 with CAD Masters, Inc. was for the development and implementation of a geospatial design and management solution for the data maintenance and integration of electric, water, gas, gas system cathodic protection, wastewater, fiber optic,traffic signal, and street light utilities. CAD Masters, Inc. has successfully implemented a new utility data management system (based on the AutoDesk product Topobase) to interface various utility data sources into one common platform, and the associated data was successfully migrated onto the City’s Enterprise GIS system. The completed effort also included populating information associated with various components of each of these respective systems. This improved asset management system is based on an industry standard database product that is supported by Oracle. The data can be viewed through the existing enterprise GIS October 17, 2011 Page 2 of 3 (ID # 1991) browser (GIST) and edited with Topobase. The creation of a unified database to store and manage all Utility system(s) infrastructure enables staff to: view all utility information simultaneously; avoid duplicated drafting effort when updating utility information on numerous maps within any particular utility; accelerate updating of the system network maps; perform spatial analysis; generate regulatory reports and perform quality control analysis for all data associated with system components. Added benefits include the ability to maintain and operate system components in a systematic organized fashion, enhance preventive maintenance activities with improved ability to analyze the results of these efforts to ensure focused optimization, and determine required system improvement strategies with higher levels of confidence. Enhancement of positional accuracy associated with system components ensures both the public and staff’s safety by providing more precise system drawings to improve the accuracy of Underground Services Alert (USA) markings, thereby minimizing construction damage associated with excavation activity. Discussion With the successful completion of the data conversion into a single electronic platform, it is now imperative to leverage the City’s investment into the development of reporting and analysis tools to enhance operation and maintenance of each of the respective utility systems. The original contract amount was $995,257 and this amendment is requesting for an amount not to exceed $300,000 per year for up to five years; therefore, the total contract amount is not to exceed $2,495,257 at the end of the five-year term. The yearly contract will fund the following services: expand the functionality and capability of the asset management system; develop additional tools to increase productivity and efficiency; create additional spatial analysis capabilities and generate enhanced reports associated with outages and customer notification; maintain and support customized applications and workflows; maintain and support Encompass GIS and Topobase synchronization; modify existing data models for user interface change requests; troubleshoot software issues and end- users’ hardware problems; provide support for staff (help line);purchase any additional Topobase end-user licenses; purchase a “named user” Oracle license (to use Oracle outside of Topobase for other applications such as the “Outage Management System”); explore integration option to populate GIS device feature with foreign key to SAP data and to extract meter device data from SAP to view, report, and analyze in GIS environment; and provide database management services for Oracle Spatial that supports Topobase. ASD’s Purchasing Department asked eight potential providers to determine their interest in submitting a proposal for the subject 5-year contract. Out of the eight inquiries, four companies did not respond to the RFI (Request for Information); three companies declined to submit an offer due to various reasons; and only CAD Masters, Inc. stated that they would provide a proposal. CAD Masters,Inc.’s proposal demonstrated that it has the expertise and skill to expand the functionality and capability of this investment. Even though there are discrete tasks listed in the amended scope, a timeline was not included in this amendment because of the ongoing and continuing nature of the maintenance work. October 17, 2011 Page 3 of 3 (ID # 1991) Resource Impact Funds for this project are included in the Water Gas Wastewater (WS-02014-502) and Electric (EL-02011-501) Funds Capital Improvement Program budgets. Policy Implications This recommendation is consistent with the Council-approved Utilities Strategic Plan: BP2, Operate the utility systems safely; BP3: Replace the utility systems before the end of its useful life; BP8, Reduce the cost of delivering service through best management practices; PT3, Ensure employees have adequate tools to perform job duties; PT4, Investigate and adopt innovative technologies Environmental Review This project does not meet the definition of a “project” under California Public Resources Code Section 21065, thus California Environmental Quality Act (CEQA) review is not required. Attachments: ·Attachment A: Amendment One (PDF) Prepared By:Silvia Santos, Manager Department Head:Valerie Fong, Director City Manager Approval: James Keene, City Manager AMENDMENT NO. ONE TO CONTRACT NO.C10132135 BETWEEN THE CITY OF PALO ALTO AND CAD MASTERS, INC. This Amendment No. One to Contract No.C10132135 (“Contract”) is entered into October 17, 2011, by and between the CITY OF PALO ALTO, a charter city and a municipal corporation of the State of California (“CITY”), and CAD MASTERS, INC., a California corporation, located at 1111 Civic Drive, Suite 130, Walnut Creek, CA 94596 (“CONTRACTOR”). R E C I T A L S: WHEREAS, the Contract was entered into between the parties for the provision of Geospatial Design and Management Project (GIS); and WHEREAS, the parties wish to amend the Contract; NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree: SECTION 1. Section 1. SCOPE OF SERVICES is hereby amended to read as follows: “The scope of this Agreement shall include annual maintenance and support of GIS and Topobase synchronization, Oracle Database Administrator (DBA) Services and development of additional customized applications and new workflows, described in the attached Exhibit “A”, “Scope of Services”.” SECTION 2. Section 4. NOT TO EXCEED COMPENSATION is hereby amended to read as follows: “The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A”, including both payment for professional services and reimbursable expenses, shall not exceed the original amount of Nine Hundred Four Thousand Nine Hundred Seven dollars ($904,907) and the additional amount of One Million Five Hundred Thousand dollars ($1,500,000) as described in Exhibit “C” for a total not to exceed amount of Two Million Four Hundred Four Thousand Nine Hundred Seven dollars ($2,404,907).” SECTION 3. Except as herein modified, all other provisions of the Contract, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have by their duly authorized representatives executed this Amendment on the date first above written. 1 OF 8 APPROVED: __________________________ City Manager APPROVED AS TO FORM: __________________________ Senior Deputy City Attorney CAD MASTERS, INC. By:___________________________ Name:_________________________ Title:________________________ Attachments: EXHIBIT "A": SCOPE OF SERVICES EXHIBIT "C": COMPENSATION 2 OF 8 EXHIBIT “A” – SCOPE OF SERVICES “5-Year Support, Maintenance, and Development of Utility Asset Management” The contractor shall provide professional service to include interfacing various data sources into one common platform using the City’s Enterprise Geographical Information System (GIS) as the sole repository of all Utilities infrastructure data, developed customized applications as the tools for editing and asset management, and allowed general GIS viewing/querying/analysis capabilities. The contractor shall develop, support, and maintain the new asset management database on a fixed hourly rate basis during the upcoming five years (FY2011/12 through FY2015/16). The “not to exceed” contract amount is $300,000 per year for a total of $1,500,000 for five years. The response time for each support and maintenance request shall be within two days to resolve the issues or to discuss the plans and timeline of each request. BACKGROUND INFORMATION (DATA ENGINES AND EXISTING APPLICATIONS): Database Engines: Oracle 11g Microsoft SQL Server 2008 Microsoft Access (for maintenance of legacy applications) Primary Software Applications: Autodesk Topobase Autodesk AutoCAD Map 3D Autodesk AutoCAD Civil 3D Autodesk Utility Design (AUD) CMI Standards Manager Custom Applications: Electric Topobase data model Fiber Topobase data model Water Topobase data model Gas Topobase data model Wastewater Topobase data model Traffic Signals Topobase data model Street Lights Topobase data model WGW Service Order Generation data model Electric Equipment and Operation Maintenance data model and application interface Electric Autodesk Utility Design (AUD) Document Management System Encompass GIST/Topobase data synchronization Encompass data model transfer/translation to Topobase (data model schemas) Mass data transfer from Encompass to Topobase (entire data set of a model) Data model initialization Drawing Generation (GIS features to AutoCAD and AUD entities) Map Locator (custom Google Maps interface on top of AutoCAD) WaterCAD data export Gas Works data export ICOMMM data export Transformer Purchasing DB data export Dark Fiber data export 3 OF 8 SCOPE OR WORK: Category 1. Annual support and maintain of customized applications and workflows. Maintain Custom Topobase Workflows: Design Job Creation Service and Lateral Creation Point Feature Creation Point Rotation Abandon Split Join Survey Point Import Feature Rules & Events Water Pressure Zone Waste Water Basin ID Waste Water Invert, Structure and Slope Calculations Cathodic Area ID Date User Information Topology Label Data Feature Locks Label Utilities Encompass/GIST Data Annotation Encompass/GIST Leaders Encompass/GIST Luggage Tags Format Parser Topology Find Connected (for custom data models) Rebuild Topology (custom version) Create outage management tool Migrate additional data or mass data table transfers into data models. Topobase workflow modifications due to GIS metadata changes or business process changes. Modify existing data models for user interface change requests. Mass data edit. User administration support. Troubleshoot users’ hardware problems. Develop plotting requirement for map series. Data transfer (GIS to CAD) support. Application performance support. Data export to third party applications. Category 2. Annual support and maintain of Encompass GIS and Topobase synchronization. Troubleshoot synchronization problems due to Encompass metadata changes Troubleshoot .NET synchronization bugs Work with Geodesy regarding synchronization bugs Implement Geodesy synchronization fixes 4 OF 8 Synchronization program maintenance Data validation Category 3. Develop additional customized applications and new workflows, reports, forms,display models, topology, etc. Create job based reports or other required reports Schedule work in Service Order Generation Incorporate new forms in data models Create spatial analysis Category 4. Annual Oracle DBA Services Installation and Configuration of Oracle Spatial: Install and configure Oracle Spatial on a server designated by CPA. Install Oracle patches and security updates. This task is included with and part of the GDMSP. Create and configure a database instance for Autodesk Topobase. This task is also included with and part of the GDMSP. Work with CPA IT staff to create, execute, and schedule a database backup plan. Create, execute, and schedule a database maintenance plan. Disaster Recovery Plan Prepare and implement a disaster recovery plan. Execute disaster recovery plan on a test server at CMI site. Be available to execute a live disaster recovery. On-Going Oracle Support Monitor backups and maintenance plans on a weekly basis. Monitor synchronization between Oracle and CPA Enterprise GIS. Troubleshoot connectivity issues. Troubleshoot software issues. Monitor new versions, patches, and updates. Upgrade Oracle software as needed. Install patches and security updates as needed. Category 5. Purchase Additional Licenses and/or Software Purchase additional Topobase Client licenses, Oracle non-ASFU Oracle licenses (for example: 25 seats of Oracle Enterprise license with Spatial), etc. Evaulate and purchase of Topobase Web component of Topobase software Category 6. Upgrade Software Provide upgrade plan such that downtime is minimized Make necessary code changes based on new and/or revised API’s Test new software with CPAU data models, data, and customizations Leverage new features that will make CPAU more productive Upgrade Oracle Server (see Oracle DBA Services) Review existing hardware and provide recommendations on viability of installing newer software Assist I.T. staff with network deployments, customizations, installations, and troubleshooting Category 7. GIS Spatial Analysis to populate GIS Device feature with foreign key to SAP Data Populate SAP “Installation” on GIS “Device” feature using nearest poly or point in poly for Water, Gas, and Electric meters Build workflow rules to populate “Installation” for new assemblies 5 OF 8 Provide a list of non-matching devices for manual review Category 8. Explore integration option that extract Meter Device data from SAP to view, report, and analyze in GIS environment Data to come across to include: i. Master Data i. Technical Data ii. Consumption iii. Device Facts iv. Equipment History Extraction to be less manual intensive where options may include: i. Web Service ii. BI ADP bulk export / import iii. SQVI export with GIS service import Add Report Functions for Spatial Analysis i. Water Consumption By Neighborhood, Pressure Zone, etc ii. Electric Consumption by Circuit iii. Meter Roll Out Identification iv. Historical consumption comparison Category 9. Provide Additional Documentation, Instructions, Procedural Manuals, and Training 6 OF 8 EXHIBIT “C” - COMPENSATION FY 2011/12 (from approximately October 2011 to June 2012) Senior Engineer: $ 200 per hour (Project Management) Project Engineer $ 150 per hour (Programming, Software Maintenance, Oracle Management) Junior Engineer $ 125 per hour (Technical Support, Training, Documentation, Data Management) FY 2012/13 (from July 2012 to June 2013) Senior Engineer: $ 200 per hour (Project Management) Project Engineer $ 160 per hour (Programming, Software Maintenance, Oracle Management) Junior Engineer $ 130 per hour (Technical Support, Training, Documentation, Data Management) FY 2013/14 (from July 2013 to June 2014) Senior Engineer: $ 200 per hour (Project Management) Project Engineer $ 165 per hour (Programming, Software Maintenance, Oracle Management) Junior Engineer $ 135 per hour (Technical Support, Training, Documentation, Data Management) FY 2014/15 (from July 2014 to June 2015) Senior Engineer: $ 225 per hour (Project Management) Project Engineer $ 175 per hour (Programming, Software Maintenance, Oracle Management) Junior Engineer $ 150 per hour (Technical Support, Training, Documentation, Data Management) FY 2015/16 (from July 2015 to June 2016) Senior Engineer: $ 225 per hour (Project Management) Project Engineer $ 175 per hour (Programming, Software Maintenance, Oracle Management) Junior Engineer $ 150 per hour (Technical Support, Training, Documentation, Data Management) 7 OF 8 8 OF 8 TASK DESCRIPTIONS Cost Per Year Cost 5 Years Category 1 – Annual Support & Maintenance of Existing Applications & Workflows $90,000 $450,000 Task 1.1 Maintain custom Topobase workflows Task 1.2 Migrate additional data or mass data table transfers into data models Task 1.3 Topobase workflow modifications due to GIS metadata changes or business process chg Task 1.4 Modify existing data models for user interface change requests Task 1.5 Mass data edit Task 1.6 User administration support Task 1.7 Troubleshoot users’ hardware problems Task 1.8 Develop plotting requirement for map series Task 1.9 Data transfer (GIS to CAD) support Task 1.10 Application performance support Task 1.11 Data export to third party applications Category 2 – Annual Support & Maintenance of GIS and Topobase Synchronization $15,000 $75,000 Task 2.1 Troubleshoot synchronization problems due to Encompass metadata changes Task 2.2 Troubleshoot .NET synchronization bugs Task 2.3 Work with Geodesy regarding synchronization bugs Task 2.4 Implement Geodesy synchronization fixes Task 2.5 Synchronization program maintenance Task 2.6 Data validation Category 3 – Development of New Apps, Workflows, Reports/Forms, Display Models $90,000 $450,000 Task 3.1 Create job based reports or other required reports Task 3.2 Schedule work in Service Order Generation Task 3.3 Incorporate new forms in data models Task 3.4 Create spatial analysis Category 4 – Annual Oracle DBA Services $25,000 $125,000 Task 4.1 Installation and Configuration of Oracle Spatial Task 4.2 Prepare/implement/execute a Disaster Recover Plan Task 4.3 Ongoing Oracle support Category 5 – Purchase Additional Licenses and/or Software $20,000 $100,000 Task 5.1 Purchase additional Topobase Client licenses, Oracle non-ASFU Oracle licenses Task 5.2 Evaluate and purchase Topobase Web component of Topobase software Category 6 – Upgrade Software $20,000 $100,000 Task 6.1 Provide upgrade plan such that downtime is minimized Task 6.2 Make necessary code changes based on new and/or revised API’s Task 6.3 Test new software with CPAU data models, data, and customizations Task 6.4 Leverage new features that will make CPAU more productive Task 6.5 Upgrade Oracle Server (see Oracle DBA Services) Task 6.6 Review existing hardware and provide recommendations on viability of newer software Task 6.7 Assist I.T. staff with network deployments, customizations, installations, and troubleshooting Category 7 – GIS Spatial Analysis $8,000 $40,000 Task 7.1 Populate SAP “Installation” on GIS “Device” feature using nearest poly or point in poly for Water, Gas, and Electric meters Task 7.2 Build workflow rules to populate “Installation” for new assemblies Task 7.3 Provide list of non-matching devices for manual review Category 8 – Extract Meter Device Data from SAP $7,000 $35,000 Task 8.1 Extract meter device data from SAP to GIS environment Task 8.2 Extraction to be less manual intensive Task 8.3 Add report functions for spatial analysis Category 9 – Documentation and Training $25,000 $125,000 Task 9.1 - Documentation, instructions, procedural manuals, and training Total Cost $300,000 $1,500,000 City of Palo Alto (ID # 2040) City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/17/2011 October 17, 2011 Page 1 of 4 (ID # 2040) Council Priority: Environmental Sustainability Summary Title: Amendments to Contracts OPOWER and Ecology Action Title: Approval of Two Amendments to City of Palo Alto Utilities Energy Efficiency Program Agreements and Adoption of One Budget Amendment Ordinance: 1) Amendment No. 1 to Contract No. C11140925 with Ecology Action for up to $300,000 in Additional Funds for Additional Business Energy Efficiency Rebates for a Total Not to Exceed Amount of $1,817,397 through FY 2014; 2) Amendment No. 1 to Contract No. C10134341 with OPOWER, Inc. for up to $250,000 in Additional Funds for Additional Home Energy Reports For a Total Not to Exceed Amount of $843,083 through FY 2013; and 3) Ordinance Amending the Budget for FY 2012 to Provide an Additional Appropriation of $425,000 Within the Electric Fund for Two Demand-Side Management Programs From:City Manager Lead Department: Utilities Recommendation Staff recommends that Council approve and authorize the City Manager or designee to execute the attached amendment to the contract with Ecology Action to provide for an additional $300,000 for additional business energy efficiency rebates in FY 2012, approve the attached amendment to the contract with OPOWER, Inc. for an additional $250,000 to provide six additional Home Energy Reports and approve the attached Budget Amendment Ordinance (BAO). Executive Summary In order to meet efficiency goals approved by City Council, many new programs have been enhanced or added to the Utilities’ department Demand Side Management (DSM) section. Staff and third party program administrators have enhanced marketing and customer education about these programs. Two in particular, the commercial lighting, Right Lights Plus, and residential Home Energy Reports have been quite successful. Staff is requesting additional funds for these to continue to improve energy efficiency and meet customer expectations through these successful programs. A BAO to transfer $425,000 from the Public Benefits Reserve to the electric DSM operating budget is also included in this request. There are sufficient funds available in the natural gas DSM budget to pay for this portion of the October 17, 2011 Page 2 of 4 (ID # 2040) expenditure, so a BAO for the entire amount is not requested. Explanation of why the BAO amount is not $550,000 is needed. Background Council approved electric energy efficiency goals double those set in 2007 during May 2010 (CMR 218:10). In order to help meet these new goals, the Utilities Department has added and expanded efficiency programs for all customer groups. Two of these programs have been extremely successful, and staff is requesting approval to add funding to these projects for the next year. To help meet the various efficiency goals set at the City and State levels,the Utilities Department has continued to review and enhance its portfolio for customers to provide the widest range of cost effective programs. Council approved a new three-year contract with Ecology Action to provide lighting and other upgrades for businesses (#Staff Report 1538) at a rate of $500,000 per year. In addition, Council approved the contract with OPOWER, Inc. to deliver Home Energy Reports to residential customers in April 2010 (CMR 191:10). This program compares residents’ electric and natural gas usage with 100 similar homes and presents this information to customers every two months. OPOWER, Inc. has signed and follows a specifically-constructed Non-disclosure Agreement to ensure that all customer data remains confidential. A comment about confidentiality of this data here would be helpful. Discussion Marketing to nonresidential customers was significantly ramped up both by staff and by third party program administrators after Council approved enhanced efficiency goals. The Ecology Action program, in particular, has been very successful in getting businesses signed up to make lighting and other efficiency upgrades. So many customers have requested to be in the program that if the already completed and very likely to finish projects are implemented, an additional $300,000 in Amendment No. 1 for this fiscal year will be necessary. Funds are requested to be transferred from the Public Benefit (PBC) Reserves. The remaining balance of the Public Benefit Reserves after deducting $425,000 is $2,195,000. These reserves were established in previous years when programs did not use all the funding raised through legally-mandated PBC charges AB 1890) on electric bills. It has taken several years of continued marketing to gain customer involvement in programs. This continues to increase, thus helping CPAU expend all funds collected for efficiency and achieve higher goals set by Council for these programs. The Home Energy Reports, delivered by OPOWER, Inc., have also been very successful. Of the nearly 19,000 customers who began receiving the reports in November 2010, over 99% have continued to ask to remain in the program less than 1% have asked to be removed from the program.Preliminary results show electric savings for participants compared to the control group to be more than 2% annually. OPOWER, Inc. and staff wish to modify the report formats October 17, 2011 Page 3 of 4 (ID # 2040) in early 2012 to allow comparisons between City-defined neighborhoods and then analyze results after customers receive these modified reports for a one year-period. The increase will be in an amount of $250,000 for an additional year of reports (six reports), for a new contract total of $824,083. Of this total, $250,000 was funded through federal stimulus funds, issued in October 2009. For Amendment No. 1 to the OPOWER, Inc. contract, electric costs are requested to come from the electric PBC Reserves, while the natural gas portion will come from funds already budgeted for DSM programs in the gas utility. Resource Impact Staff is requesting a BAO of $425,000 from the electric Public Benefit Reserves to the electric operating budget for Demand Side Management. The natural gas operating budget portion of $125,000 will come from existing funds previously budgeted for Demand Side Management in Fiscal Year 2012. Policy Implications The proposed contracts support the Council-approved Gas Utility Long-Term Plan, the Ten-year Energy Efficiency Portfolio Plan, the Ten-Year Gas Efficiency goals, the Long-term Electric Acquisition Plan, and Comprehensive Plan Goal N-9. Implementation of efficiency programs support greenhouse gas reduction goals identified in the Palo Alto Climate Protection Plan and in the California Global Warming Solutions Act of 2006 (AB 32) and the independent EE evaluation required by Assembly Bill 2021 (AB 2021) in September 2006. Environmental Review The approval of this Contract Amendment does not meet the definition of a “project” under Public Resources Code Section 21065 of the California Environmental Quality Act (CEQA); thus, no environmental review is necessary. Attachments: ·Attachment A:Ecology Action First Amendment No 1 to Contract 10-11 (PDF) ·Attachment B: ECOLOGY Action (PDF) ·Attachment C: Ecology Action Amendment No 1 Budget 2011 v3 (PDF) ·Attachment D: OPOWER First Amendment (PDF) ·Attachment E: OPOWER Agreement 5-2010 (PDF) ·Attachment F: Budget Amendment Ordinance -Electric Fund Demand Side Mgmt Programs Ecology Action and OPOWER (PDF) Prepared By:Joyce Kinnear, Manager Department Head:Valerie Fong, Director October 17, 2011 Page 4 of 4 (ID # 2040) City Manager Approval: James Keene, City Manager FIRST AMENDMENT TO CONTRACT #C11140925 BETWEEN THE CITY OF PALO ALTO AND ECOLOGY ACTION FOR PROFESSIONAL SERVICES DELIVERING BUSINESS ENERGY EFFICIENCY PROGRAMS This First Amendment to Contract No. C11140925 between the City of Palo Alto, a charter city and a municipal corporation of the State of California (“City”) and Ecology Action, a California corporation located at 877 Cedar Street, Suite 240, Santa Cruz, CA 95060 (“Consultant”) originally entered into effective on July 1, 2011, is executed this day of , 2011. RECITALS WHEREAS, on July 1, 2011, City and Ecology Action entered into an agreement entitled “Agreement Between the City of Palo Alto and Ecology Action for Professional Services” (“Contract”) in which Ecology Action was to provide third party delivered energy efficiency programs (“Right Lights Plus”) to Palo Alto businesses for up to three years; and WHEREAS, the number of business customers requesting assisting with lighting and other similar upgrades has nearly reached the first year’s contract amount in the first two months of the program, and there are about $300,000 in backlogged requests for assistance with lighting upgrades that will not be funded without this amendment; and WHEREAS, it is a policy of the City of Palo Alto to invest in cost-effective energy efficiency as a primary resource for electric supplies; and WHEREAS, City Council doubled the electric utility’s efficiency goals of 3.5% over ten years to 7.2% over ten years on May 3, 2010 (CMR 218:10); and WHEREAS, the City and Ecology Action desire to amend the Contract in order to meet these goals; NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree: SECTION 1. NOT TO EXCEED COMPENSATION. Exhibit “C1, Compensation for Additional Business Energy Efficiency Programs”, is hereby incorporated into this Agreement. All of the terms and conditions of the original Agreement, including term of the Agreement and Scope of Work, not modified by this First Amendment shall remain in full force and effect. IN WITNESS THE EXECUTION HEREOF the parties have caused the First Amendment to be executed as of the day and year set forth above. CITY OF PALO ALTO ECOLOGY ACTION BY: BY: CITY MANAGER NAME: ________________________________ APPROVED AS TO FORM: BY: _____________________________ TITLE: ________________________________ SR. DEPUTY CITY ATTORNEY EXHIBIT “C1” COMPENSATION FOR ADDITIONAL BUSINESS ENERGY EFFICIENCY PROGRAMS The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Amended Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule attached as in the budget schedule below and up to the not to exceed budget amount for each task set forth below. The compensation to be paid to CONSULTANT under this Amended Agreement for all services that are described described in Exhibit “A” (“Basic Services”) shall not exceed $800,000 per year one and $508,699 for year two and three for a total not-to-exceed amount of $1,817,397 for all three years. CONSULTANT agrees to complete all Basic Services within this amount. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. 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. Three-Year Savings Delivered: 6,442,827 Annual kWh (gross) 15,215 Annual Therms (gross) Rebate/Incentives: $802,021 Performance Payment: $1,015,376 TOTAL THREE-YEAR PROGRAM COST = $1,817,397 Savings are delivered at a total program cost of $0.275 per annual kWh and $2.88 per annual Therm (gross). Ecology Action will bill CPAU $0.155/kWh and $1.10/Therm as the unit-based performance payment rates. If fewer Therm savings are billed, Ecology Action will utilize the budget for kWh savings and will bill at the kWh performance rate. This assumption ensures that the entire performance budget can be utilized in order to achieve energy efficiency savings in the event that less than anticipated Therms saving opportunities are found in the field. The total performance payment billed for Therm savings shall not exceed 20% of the total performance budget. Rebate payments are distinct from the performance payment. Rebates will be billed based on actual rebate expenditures paid to installation contractors as reported by Ecology Action. Rebate rates are variable as described in the Work Plan and Proposal. All payments to Ecology Action for services delivered in the contract will be tied to unit-based performance payment. Ecology Action does not anticipate any portion of this contract being billed on a “Time and Materials” basis. Ecology Action Amendment No 1 Budget 2011 PROJECT ALREADY COMPLETE IN FY 2012 Work Order Name Deemed kW Savings Deemed kWh Savings Therm Savings Rebate Perf Billing Total Invoice Amt. Lighting 3.38 18,818 - 2,038$ 2,917$ 4,955$ Lighting 7.68 85,583 - 8,884$ 13,265$ 22,149$ Phase 2 lighting 7.49 41,061 - 4,106$ 6,364$ 10,470$ Lighting 3.74 17,478 2,097$ 2,709$ 4,807$ Interior Lighting 7.77 26,823 - 2,682$ 4,158$ 6,840$ Lighting 4.45 34,816 - 4,178$ 5,397$ 9,574$ 34.51 224,579 - 23,985$ 34,810$ 58,795$ PROJECT COMMITTED TO FOR COMPLETION Work Order Name Deemed kW Savings Deemed kWh Savings Therm Savings Rebate Perf Billing Total Invoice Amt. Lighting 19.21 259,955 - 15,259$ 40,293$ 55,552$ Lighting 112.76 739,928 - 73,993$ 114,689$ 188,682$ Vending - 1,086 - 190$ 168$ 359$ Lighting 48.43 315,769 - 34,546$ 48,944$ 83,490$ Parking lot lighting 2.64 15,712 1,885$ 2,435$ 4,321$ Lighting 1.81 10,502 1,495$ 1,628$ 3,122$ Lighting 4.94 27,212 3,122$ 4,218$ 7,340$ Lighting 2.35 12,646 1,303$ 1,960$ 3,263$ Interior & exterior lighting 2.80 24,820 3,107$ 3,847$ 6,954$ Lighting 1.51 9,325 1,796$ 1,445$ 3,241$ Lighting 3.91 24,853 3,976$ 3,852$ 7,828$ Lighting 1.56 8,636 1,761$ 1,339$ 3,100$ 201.92 1,450,444 - 142,432$ 224,819$ 367,251$ TOTAL COMPLETE AND COMMITTED 8/24/11 236.43 1,675,023 - 166,417$ 259,629$ 426,046$ ANNNUAL GOAL/CONTRACT 268.00 1,784,342 5,072 223,647$ 293,750$ 517,397$ REMAINING ON CURRENT FISCAL YEAR 31.57 109,319 5,072 57,230$ 34,121$ 91,351$ HIGH PROBABILITY TO COMPLETE (More than 50% Chance of Commitment) KW KWh Therms Total Rebate Per- formance Billling Total Billing Lighting 1.04 5,961 752$ 924$ 1,676$ Lighting 1.03 4,726 1,476$ 733$ 2,208$ Lighting 1.59 6,535 1,354$ 1,013$ 2,367$ Lighting 2.64 14,961 2,101$ 2,319$ 4,420$ Lighting 43.00 186,607 22,393$ 28,924$ 51,317$ Lighting and vending 16.93 85,867 10,304$ 13,309$ 23,613$ Page 1 of 2 Ecology Action Amendment No 1 Budget 2011 Lighting 1 6,082 408$ 943$ 1,351$ Lighting 24 119,512 14,341$ 18,524$ 32,865$ Lighting 3.72 24,101 2,892$ 3,736$ 6,628$ Lighting 23.07 62,140 7,457$ 9,632$ 17,088$ Lighting 9.27 28,996 3,479$ 4,494$ 7,974$ Lighting 6.14 23,800 2,388$ 3,689$ 6,077$ Lighting 10 33,468 4,016$ 5,188$ 9,204$ Lighting and vending 17.99 125,902 13,197$ 19,515$ 32,712$ Lighting 7.20 48,869 5,864$ 7,575$ 13,439$ Lighting 9.47 28,496 3,419$ 4,417$ 7,836$ Lighting 9.70 47,035 5,644$ 7,290$ 12,934$ LIKELY; NOT YET PRESENTED TO CUSTOMER Vent Hood 6.70 21,151 339 7,742$ 3,651$ 11,393$ Vent Hood 7.23 42,223 10,134$ 6,545$ 16,679$ Vent Hood 4.34 28,514 1,354 11,334$ 5,909$ 17,243$ Vent Hood 9.40 41,645 404 14,980$ 6,899$ 21,879$ Lighting 2.44 11,915 1,406$ 1,847$ 3,253$ Lighting NA 85,000 8,500$ 13,175$ 21,675$ Garage and pool NA 50,000 5,000$ 7,750$ 12,750$ Lighting NA 30,000 3,600$ 4,650$ 8,250$ Lighting NA 50,000 5,000$ 7,750$ 12,750$ Lighting 4.12 17,899 1,846$ 2,774$ 4,620$ Lighting 23.42 107,362 10,736$ 16,641$ 27,377$ LIKELY COMPLETIONS THIS FISCAL YEAR 246 1,338,766 2,097 181,764$ 209,815$ 391,579$ SUMMARY KW KWh Therms Total Rebate Performance Billling Total Billing COMPLETE AND COMMITTED 236 1,675,023 0 166,417$ 259,629$ 426,046$ HIGH PROBABILITY 246 1,338,766 2,097 181,764$ 209,815$ 391,579$ LIKELY 32 109,319 5,072 57,230$ 34,121$ 91,351$ ADDITIONAL FUNDING NEEDED 300,228$ Page 2 of 2 Page 1 of 2 ORDINANCE NO. XXXX ORDINANCE OF THE COUNCIL OF THE CITY OF PALO ALTO AMENDING THE BUDGET FOR THE FISCAL YEAR 2012 TO PROVIDE AN ADDITIONAL APPROPRIATION OF $425,000 WITHIN THE ELECTRIC FUND FOR TWO CITY OF PALO ALTO UTILITIES DEMAND-SIDE MANAGEMENT PROGRAMS The City Council of the City of Palo Alto does ordain as follows: SECTION 1. The City Council of the City of Palo Alto finds and determines as follows: A. Pursuant to the provisions of Section 12 of Article III of the Charter of the City of Palo Alto, the Council on June 20, 2011 did adopt a budget for fiscal year 2012; and B. Council has adopted a number of policies to support increased levels of energy efficiency efforts; and C. On May 16, 2011, Council approved a three-year contract with Ecology Action, Corp. to provide rebates for lighting and other upgrades for businesses; and D. An additional $300,000 funded from the Electric Fund Public Benefit Program Reserve is needed for the Ecology Action program to meet the demand for lighting and efficiency upgrade rebates provided by this program; and E. On May 3, 2010, Council approved a contract with OPOWER, Inc. to administer and deliver Home Energy Reports to residential customers; and F. An additional $125,000 funded from the Electric Fund Public Benefit Program Reserve is needed to modify the Home Energy Reports and to provide six additional reports to residential customers; and G. City Council authorization is needed to amend the fiscal year 2012 budget to make an additional appropriation of $425,000 to demand-side management program expense for the Ecology Action program and for the Home Energy Reports program. SECTION 2. The sum of Four Hundred Twenty-Five Thousand Dollars ($425,000) is hereby appropriated to demand-side management program expense in the Electric Fund for the Ecology Action program and for the Home Energy Reports program. SECTION 3. The Electric Fund Public Benefit Program Reserve is hereby decreased by the sum of Four Hundred Twenty-Five Thousand Dollars ($425,000). As a result of this change, the Page 2 of 2 Electric Fund Public Benefit Program Reserve will decrease to $2,195,000. SECTION 4. As specified in Section 2.28.080(a) of the Palo Alto Municipal Code, a two-thirds vote of the City Council is required to adopt this ordinance. SECTION 5. The Council of the City of Palo Alto hereby finds that this is not a project under the California Environmental Quality Act and, therefore, no environmental impact assessment is necessary. SECTION 6. As provided in Section 2.04.330 of the Palo Alto Municipal Code, this Ordinance shall become effective upon adoption. INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: ____________________________ ____________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: ____________________________ ____________________________ Sr. Deputy City Attorney City Manager ____________________________ Director of Admin. Services City of Palo Alto (ID # 2038) City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/17/2011 October 17, 2011 Page 1 of 3 (ID # 2038) Council Priority: Land Use and Transportation Planning Summary Title: Amendment Ghirardelli Contract Title: Approval of Amendment No. 1 to Contract with Ghirardelli and Associates, to Extend the Term and Add $29,000 for a Total Not to Exceed $179,000 for Construction Management on the Stanford Avenue/ El Camino Real Intersection Improvements Project (CIP PL-07002) From:City Manager Lead Department: Planning and Community Environment Recommendation Staff recommends that Council approve and authorize the City Manager to execute Amendment No. One (Attachment A) with Ghirardelli Associates for Construction Management services for the El Camino Real/Stanford Avenue Streetscape and Intersection Improvements Project , to extend the term and add in $29,000 for additional construction management services, for a total contract amount not to exceed $179,000. Background In December 2006, the Santa Clara Valley Transportation Authority (VTA) Board of Directors approved the award of $1,334,000 in Community Design and Transportation (CDT) grant funding for the El Camino Real /Stanford Avenue Project for the Intersection and Streetscape Improvements. On April 16, 2007, the City Council accepted the federal transportation grant funds to be paid on a reimbursement basis from the VTA CDT capital grant program. This project includes the design and construction of improvements to implement the demonstration phase of the El Camino Real Master Design Planning Study developed by Caltrans and the City of Palo Alto. The project area includes the intersection of El Camino Real and Stanford Avenue and extends approximately 100 feet beyond the intersection along all four approaches to the intersection. The project includes the installation of bulbouts at the intersection corners; realignment of crosswalks with enhanced/textured paving; widened landscape medians with planting and street trees; widened sidewalk with street trees; street furniture; new ornamental sidewalk lights and decorative signal poles. October 17, 2011 Page 2 of 3 (ID # 2038) Council approved a contract with the Granite Construction dba Pavex Construction for the construction of the project on November 8, 2010 and a contract with Ghirardelli Associates for construction management services on December 6, 2010. Discussion Notice to proceed for Construction was issued in February 2011 and major construction started in the summer, after the procurement of materials.Staff has been regularly updating the surrounding businesses, neighborhood and the schools with upcoming construction activities and notices of any road closure, detours and night work. Once completed, this project will create a more visually inviting environment for pedestrians and bicyclists by improving the intersection corners, widening the sidewalks, providing shorter and more direct crosswalks, new pedestrian lighting, traffic signals with pedestrian countdown features, and creating gathering spaces with new street furniture, shading street trees and shrubs. To date, the Contractor has completed the majority of the work at all four corners of Stanford Avenue and El Camino Real. The medians have also been widened where trees and shrubs have been planted. The realignment of the crosswalk with colored/textured paving provides visual cues to drivers that they are in a location of increased pedestrian and bicycle activity. During construction activities, the contractor encountered abandoned utilities, which were not identified on the Caltrans as-built plans and that required additional identification and relocation work so that the installation of City utilities could proceed. The project also incurred rain delays that resulted in a delay of two months to the project schedule. Major construction will be completed at the end of September and project close-out should be completed at the end of October. Construction management was similarly required to be extended to accommodate the unanticipated utility work and weather-related delays. The requested contract extension for Ghirardelli Associates will accommodate the schedule changes. Timeline Major construction of the project will be complete at the end of September, including installation of new traffic signal facilities and median islands. Construction of this project will continue through the end of October, including crosswalk enhancements and project close out. Resource Impact Funding for the amendment to the Construction Management Services contract is included in the Capital Improvement Program project PL-07002. Funding for the project is provided through the award of $1,210,000 in federal funds in the (CDT) grant funding and local match funds provided by the City’s CIP projects PL-98013 (School Commute Safety Improvements) and PL-04010 (Bicycle Boulevards Implementation Project) as approved by Council on February 8, 2010. The CIP PL-07002 is adequately funded to cover the additional costs. Policy Implications October 17, 2011 Page 3 of 3 (ID # 2038) This project is consistent with existing City policy, including the following Comprehensive Plan Transportation Element goals and policies: 1)Goal T-3, which supports “Facilities, Services and Programs that Encourage and Promote Walking and Bicycling;” and 2)Policy T-14 : “Improve pedestrian and bicycle access to and between local destinations, including public facilities, schools, parks, open space, employment districts, shopping centers, and multi-modal transit stations;” and 3)Policy T-23: “Develop public sidewalks and bicycle facilities in Stanford Research Park and other employment areas.” The El Camino Real/Stanford Avenue intersection is identified as a critical intersection on the City’s adopted School Commute Corridors network as well as a “High Priority Project“ in the current and draft Palo Alto Bicycle & Pedestrian Transportation Plan. The project improvements are consistent with the El Camino Real Master Planning Study. This document was drafted in 2003 providing detailed design guidelines for the El Camino Real corridor through Palo Alto. This project also supports the ongoing Peninsula El Camino Real Grand Boulevard Initiative, with the goal of improving the performance, safety and aesthetics of El Camino Real for all users. This recommendation does not represent any change in existing City policies. Environmental Review Since El Camino Real (Route 82) is a state highway, Caltrans is the lead agency for completion of environmental review requirements for the California Environmental Quality Act (CEQA) and the National Environmental Policy Act (NEPA). Caltrans determined that the project is Categorically Exempt from Environmental Review under both CEQA and NEPA. Attachments: ·Attachment A: Contract Amendment with Ghirardelli Associates (PDF) Prepared By:Shahla Yazdy, Traffic Engineer Department Head:Curtis Williams, Director City Manager Approval: James Keene, City Manager AMENDMENT NO. ( TO CONTRACT NO. CI 1 138116 BETWEEN THE CITY OF PALO ALTO AND RDELLI ASSOClATES, INC Th i s A mendment No. I to Contract No. C II 1381 16 ("Contract") is into September 22, 20 II, by and between the CITY OF PALO ALTO, a charter city and a municipal cOI'poralion oflhe fomia ("CITY"), and GhirardeHi a California Corporation, located at 1067 Market Street, San Francisco, CA, 941 OJ (PH)41 I ("CONTRACTOR"), R E C IT A L S: the Contract was entered into between the for the provision to provide Construction Management Services for the intersection street improvement at EI Camino and Stanford the parties wish to amend the Contract; NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of Amendment, the parties agree: follows: hereby 31, to Section 2 (Term) of is hereby amended to read as Term of this Agreement shall from date 0 r ils r u II execution through 11 or of Construction, wh occurs tlrst, unless terminated earl 19 " 4 COMPENSATION) is "The compensation to paid to CONS performance in ibit "A", including both professional services and shall not exceed One Nine Thollsand Dollars ($179,000.00). In event Additional Services are authorized, the compensation for services and reimbursable shall not exceed One Hundred Nine Thousand Dollars ($179,000.00). The applicable rates and of payment are set out in Exhibit 1", entitled "HOURL Y RATE SC " wh ieh is attached to and made a part of this Additional Services, j f the provisions of Exhibit shall be authorized in accordance with and subject to shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described in Exhibit "A"." SECTION 3. The following exhibit(s) to the Contract are hereby amended to read as set forth in the attachment(s) to this Amendment, which are incorporated in full by this reference: a. Exh ibit "8" entitled "Schedule of Performance". b. Exhibit "C" entitled "Compensation". SECTION 4. Except as herein modified, all other provisions of the Contract, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have by their duly authorized representatives executed this Amendment on the date first above written. APPROVED AS TO FORM: GHIRARDELLI ASSOCIATES, INC. City Attorney CITY OF PALO ALTO City Manager Attachments: EXHIBIT "8": EXHIBIT "C": SCHEDULE OF PERFORMANCE COMPENSA TION 2 EXHIBIT "B" Schedule of Performance CONSULTANT shall complete all project and Construction Management services within the term period for this agreement which shall be through the completion of the post construction and close out phase. Following are some milestone dates for the Project: MILESTONES Phase I Construction Phase Construction Contract Award Substantial comp letion Final Completion Phase I[ -Post Construction Project Close Out: Record drawings and close-out activities ends Date Nov 2010 Sept. 20 II Oct 2011 Oct.3I,20 I I 3 EXHIBIT "C" COMP[NSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and completed to the reasonable satisfaction of CITY, as described in Exhibit A, Scope of Services, a fixed, not to exceed price for professional services of One Hundred Seventy Nine Thousand Dollars ($179,000.00). Compensation will be paid for services provided as detailed below: Phase 1-Construction and Close-Out Phase Construction Management Phase II -Post Construction-Close Out Reimbursables: Subtotal Additional Services (10% of Subtotal) Total Contract: $]24,500 $ 23,000 $26,500 $164,000 $15,000 $ t 79,000 CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Reimbursables Reimbursables shall include, but are not lim ited to, the cost of copying plans, outreach materials, postage, signage, or other items not included herein. Travel, computer and phone charges shall be considered as included in the Consultant overhead costs. Any needed office spaces or related supplies shall be provided by Consultant and shall not be considered to be included in the scope of services above. 4 City of Palo Alto (ID # 2053) City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/17/2011 October 17, 2011 Page 1 of 3 (ID # 2053) Summary Title: Sub Lease Agreement -Extended Child Care Title: Approval of Sub Lease Agreements with Palo Alto Community Child Care and Community Creative Learning Center for Extended Child Care Services at 12 Palo Alto Unified School District Sites From:City Manager Lead Department: Community Services Recommendation Staff recommends that Council approve and authorize the City Manager to execute the attached two sublease agreements (Attachment A and B) between the City of Palo Alto and two providers of extended child care services at the twelve Palo Alto Unified School District (PAUSD) elementary school sites. These subleases expired on June 30, 2011, and have been on a month to month tenancy since that time. Total annual rental revenue of $67,392.00 will be retained by the City and annual utility revenue of $46,034.00 will be remitted back to PAUSD. Background The September 1, 1989, Lease and Covenant Not to Develop with PAUSD (Lease and Covenant) requires that the School District provide space at eleven elementary (now twelve) school sites to be used for City-sponsored child care. Child care providers were solicited under a Request for Proposal (RFP) process. The current two providers are Palo Alto Community Child Care (PACCC) at eleven sites and the Children’s Creative Learning Center, Inc. at one site (Nixon). From the inception of this program in 1989 through 1995, one-year subleases, with exhibits containing provisions for providing extended child care services were granted to each of the providers. In 1995 (CMR 471:95), the Council approved five year leases to allow providers the security of making long-range plans and improvements and to pursue grant funding and loans for program and building improvements. In 2001 and 2006, five year lease were also granted to the providers. In 2003, Council approved staff’s recommendation (CMR 498:03) that the City exercise its option for the 10-year extension to the Lease and Covenant Not to Develop Agreement with PAUSD which was to expire on 12/31/2004, extending it to 12/31/2014. The sublease extensions are now requested in order to align the child care sublease with the Lease and Convent term. October 17, 2011 Page 2 of 3 (ID # 2053) Discussion In accordance with and to coincide with the expiration date of the Lease and Covenant, staff is recommending a sublease agreement for both Palo Alto Community Child Care and Children’s Creative Learning that includes as an exhibit C a Scope of Services for extended child care services to expire December 31, 2014. Sublease The proposed sublease contains similar terms and provisions as the current and previous subleases for the extended day care sites with the exception of the term, which is to expire December 31, 2014 and coterminous with the Lease an Covenant. Other major terms include the rent in accordance with rates previously approved by Council and the provision of child care services in accordance with the City’s contracts with the providers of extended child care services at PAUSD school sites. Rental Rates Rental rates for the extended child care sites were initially established by staff and approved by Council in January 1990 (CMR 114:0). The rates have since been increased annually based on the local Consumers Price Index (CPI). Nevertheless, the rates continue to be below market value in accordance with prior Council policy recognizing the community value of quality child care services to working families. The rates are intended to enable the providers to charge parents affordable tuition rates and offer commensurate salaries in order to attract and retain quality child care staff. Because both providers are in fact meeting the City’s objectives, staff is not proposing any change to the rental rate for either provider at this time. In addition to these rental rates, the City also charges the providers an additional charge for utilities which the City then remits back to PAUSD under the terms of the Lease and Covenant. The current rental rates for each of these twelve sites are shown on Exhibit A to each of the sub-leases. Extended Child Care Services The proposed sublease includes Exhibit C, the Scope of Services for Providers of Extended Child Care Services at PAUSD Elementary School Sites, which specifies the services and activities to be provided by each provider at its respective PAUSD site(s). This Scope of Services provides for an annual review by the Manager of the City’s Office of Human Services to ensure that each provider is meeting the terms of contract’s Scope of Services for Providers of Extended Child Care Services at PAUSD Elementary School Sites. As mentioned above, in consideration of comprehensive child care program provided by the operators, the City has historically made the sites available to the providers at a below-market rate. Resource Impact October 17, 2011 Page 3 of 3 (ID # 2053) The terms of the sublease are essentially the same as those in the previous subleases for these sites, including the rental rate structure and utility payments Environmental Review The lease of an existing facility is Categorically Exempt under Class I –(existing facility) requirement of the California Environmental Quality Act (CEQA). Attachments: ·A: PACCC extended child care (PDF) ·B: CCLC Sublease (PDF) Prepared By:Minka VanDerZwaag, Department Head:Greg Betts, Director, Community Services City Manager Approval: James Keene, City Manager Page i of ii SUBLEASE AGREEMENT FOR EXTENDED CHILD CARE SERVICES AT PALO ALTO UNIFIED SCHOOL DISTRICT ELEMENTARY SCHOOL SITES BETWEEN CITY OF PALO ALTO AND PALO ALTO COMMUNITY CHILD CARE TABLE OF CONTENTS SUBLEASE PROVISIONS 1. PREMISES........................................................................................................................ 1 2. TERM................................................................................................................................. 2 3. RENT. ................................................................................................................................ 2 4. LIMITATION OF SUBLEASEHOLD........................................................................... 3 5. USE OF PROPERTY....................................................................................................... 3 6. HAZARDOUS MATERIALS.......................................................................................... 4 7. UTILITIES AND OPERATING EXPENSES................................................................ 6 8. TAXES............................................................................................................................... 6 9. MAINTENANCE.............................................................................................................. 7 10. CONSTRUCTION BY SUBLESSEE.............................................................................. 8 11. ALTERATIONS BY SUBLESSEE............................................................................... 10 12. HOLD HARMLESS/INDEMNIFICATION................................................................ 10 13. DAMAGE, DESTRUCTION AND TERMINATION................................................. 10 14. SIGNS............................................................................................................................... 12 15. ASSIGNMENT AND SUBLETTING........................................................................... 12 16. DEFAULTS; REMEDIES.............................................................................................. 13 17. INTEREST ON PAST-DUE OBLIGATIONS............................................................. 15 18. HOLDING OVER........................................................................................................... 15 19. CITY’S ACCESS............................................................................................................ 15 20. INSURANCE................................................................................................................... 15 21. RESERVATION OF AVIGATIONAL EASEMENT................................................. 16 22. EMINENT DOMAIN. .................................................................................................... 16 23. POST-ACQUISITION TENANCY............................................................................... 17 24. DISPUTE RESOLUTION.............................................................................................. 17 Page ii of ii 25. NON-LIABILITY OF OFFICIALS AND EMPLOYEES OF THE CITY............... 18 26. NON-DISCRIMINATION........................................................ ……………………….18 27. INDEPENDENT CONTRACTOR................................................................................ 18 28. CONFLICT OF INTEREST.......................................................................................... 18 29. MEMORANDUM OF SUBLEASE............................................................................... 19 30. ESTOPPEL CERTIFICATE......................................................................................... 19 31. LIENS............................................................................................................................... 19 32. VACATING..................................................................................................................... 19 33. ABANDONMENT. ......................................................................................................... 19 34. NOTICES......................................................................................................................... 19 35. TIME................................................................................................................................ 20 36. AMENDMENTS............................................................................................................. 20 37. SIGNING AUTHORITY................................................................................................ 20 38. CAPTIONS...................................................................................................................... 20 39. SURRENDER OF SUBLEASE NOT MERGER......................................................... 21 40. INTEGRATED DOCUMENT....................................................................................... 21 41. WAIVER.......................................................................................................................... 21 42. INTERPRETATIONS.................................................................................................... 21 43. SEVERABILITY CLAUSE........................................................................................... 21 44. GOVERNING LAW....................................................................................................... 21 45. VENUE............................................................................................................................. 22 46. COMPLIANCE WITH LAWS...................................................................................... 22 47. BROKERS....................................................................................................................... 22 48. ATTACHMENTS TO SUBLEASE............................................................................... 22 EXHIBITS A DESCRIPTION OF SUBJECT PROPERTY .................................................................... 1 B STANDARD INSURANCE REQUIREMENTS................................................................ 1 C SCOPE OF REQUIRED CHILDCARE SERVICES........................................................ 1 Page 1 SUBLEASE AGREEMENT FOR EXTENDED CHILD CARE SERVICES AT PALO ALTO UNIFIED SCHOOL DISTRICT ELEMENTARY SCHOOL SITES BETWEEN CITY OF PALO ALTO AND PALO ALTO COMMUNITY CHILD CARE This Sublease agreement (herein "Sublease") is made and entered into this _____ day of __________, 2011, by and between the City of Palo Alto, a California chartered municipal corporation (herein "City") and Palo Alto Community Child Care, (herein "Sublessee" or “Contract”). City and Sublessee may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Sublease." The City Manager serves as Contract Administrator for this Sublease on behalf of the City Council. RECITALS A. These recitals are a substantive portion of this Sublease. B. Effective January 1, 1990, City and the Palo Alto Unified School District (District) entered into a Sublease and Covenant Not to Develop (Master Sublease). The Master Sublease provides in part, that the District furnish space at various elementary school sites to be used for the purpose of providing child care services. The space provided shall meet the State standards for licensing and have all the utility connections in place except telephone. C. Space has been provided by the District at various Palo Alto Elementary School Sites (Sites). City desires to Sublease the space to Sublessee for child care services. D. Sublessee desires to Sublease said space for the purpose of providing child care services. Now, therefore, in consideration of these recitals and the following covenants, terms, and conditions, Sublessee and City mutually agree as follows: SUBLEASE PROVISIONS 1. PREMISES. City hereby subleases to Sublessee, certain real property located in the City of Palo Alto, County of Santa Clara, State of California, at various Palo Alto Elementary School Sites (herein the "Property") and more particularly described in Exhibit A attached hereto and incorporated herein by reference. Unless specifically provided, Sublessee accepts the Property “as-is” on the date of execution of this Sublease. Sublessee may use common areas, walkways, parking lots, restrooms and open space areas in common with other tenants and users of the site. Sublessee acknowledges that the site meets the State requirements for State Licensing or as an Exempt Provider according to the general licensing requirements of Title 22 of the California Codes Page 2 of Regulations as promulgated by the Department of Social Services. Sublessee shall notify City’s Child Care Coordinator immediately if a site no longer qualifies for State Licensing as a child care facility. 2. TERM. 2.1 Original Term. The term of this Sublease shall commence upon the execution of this Sublease ("Delivery Date") and end on December 31, 2014. Sublessee shall, at the expiration of the term of this sublease, or upon its earlier termination, surrender the Property in as good condition as it is now at the date of this sublease. The Parties expect reasonable wear and tear. 2.2 Early Termination by City. If City in its sole discretion determines that it requires the Property for any public purpose, City may terminate this Sublease upon sixty (60) days written notice. 3. RENT. 3.1 Base Rent. The rent to be paid by Sublessee shall be in the amount identified on Exhibit A, per site, per month without deduction or offset. Rent shall be payable on the first day of each and every month commencing on the Delivery Date, at a place (or places) as may be designated in writing from time to time by City. 3.2 Annual Increase. During the Term of this Sublease, the Base Rent shall be increased effective on each anniversary of the Delivery Date. The sum shall be adjusted annually resulting in a compound rate of increase. Sublease payments are to be adjusted based on the State of California Department of Industrial Relations, Division of Labor Statistics and Research’s Consumer Price Index, All Urban Consumers, All Items, San Francisco-Oakland- San Jose, California. The index for the quarter ending just prior to this sublease date is established as the base index. Percentage and adjustments to the original sublease payments shall be as indicated by percentage changes in said index. 3.3 Late Charge. Sublessee acknowledges late payment of rent will cause City to incur costs not contemplated by this Sublease, the exact amount of such costs being extremely difficult and impracticable to fix. Such costs include, without limitation, processing, accounting and late charges that may be imposed on City. Therefore, if City does not receive any installment of rent due from Sublessee postmarked within ten (10) days after the date such rent is due, Sublessee shall pay to City an additional sum of five percent (5%) of the overdue rent as a late charge. The parties agree this late charge represents a fair and reasonable estimate of the costs City will incur by reason of late payment by Sublessee. Acceptance of any late charge shall not constitute a waiver of Sublessee’s default with respect to the overdue amount, nor prevent City from exercising any of the other rights and remedies available to City. 3.4 Rent Payment Procedures. Sublessee’s obligation to pay rent shall commence upon the commencement of this Sublease. If the term commences or terminates on a date other than the first of any month, monthly rent for the first and last month of this Sublease shall be Page 3 prorated based on a 30-day month. Rent payments shall be delivered to City’s Revenue Collections Division, 250 Hamilton Avenue, PO Box 10250, Palo Alto, CA 94303. The designated place of payment may be changed at any time by City upon ten (10) days’ written notice to Sublessee. Sublessee specifically agrees that acceptance of any late or incorrect rentals submitted by Sublessee shall not constitute an acquiescence or waiver by City and shall not prevent City from enforcing Section 3.3 (Late Charge) or any other remedy provided in this Sublease. Acceptance of rent shall not constitute approval of any unauthorized subsublease or use, nor constitute a waiver of any non-monetary breach. Payments shall be effective upon receipt. City may apply any payment received from Sublessee at any time against any obligation due and owing by Sublessee under this Sublease, regardless of any statement appearing on or referred to in any remittance from Sublessee or any prior application of such payments. 3.5 Partial Payment. The receipt by City of a partial payment of any amount due to City endorsed as payment in full will be deemed to be a partial payment only. City may accept and deposit said check without prejudice to its right to recover the balance. Any endorsements or statements on the check or any letter accompanying the check shall not be deemed an accord and/or satisfaction. Sublessee's obligation (without prior notice or demands) to pay rent and all other amounts due hereunder shall be absolute and unconditional, and not subject to any abatement, set off, defense, recoupment or reduction. 4. LIMITATION OF THE SUBLEASEHOLD. This Sublease and the rights and privileges granted Sublessee in and to the Premises are subject to all covenants, conditions, restrictions, and physical or legal encumbrances, including but not limited to those listed out in Exhibit A. Nothing contained in this Sublease or in any document related hereto shall be construed to imply the conveyance to Sublessee of rights in the Premises which exceed those owned by City. 5. USE OF PROPERTY. 5.1 Required and Permitted Uses. Throughout the term of this Sublease, Sublessee shall provide child care related uses, services and activities as set forth in Exhibit C which is attached and incorporated by reference. Premises may not be used for any other purposes without City's prior written consent, which consent may be withheld in the sole and absolute discretion of the City. 5.2. Use By City. Upon written approval and mutual agreement between Sublessee and City, which approval and agreement shall not be unreasonably withheld, the City may use any of the Premises, at no cost, during the summer months that they are not used as set forth in Exhibit A. 5.3 Prohibited Uses. Sublessee shall not use Premises for any purpose not expressly permitted hereunder. Sublessee shall not create, cause, maintain or permit any nuisance or waste in, on, or about the Premises, or permit or allow the Premises to be used for any unlawful or immoral purpose. Sublessee shall not do or permit to be done anything in any manner which unreasonably disturbs the users of the City Property or the occupants of Page 4 neighboring property. Specifically, and without limiting the above, Sublessee agrees not to cause any unreasonable odor, noise, vibration, power emission, or other item to emanate from the Premises. No materials or articles of any nature shall be permanently stored outside upon any portion of the Premises, unless approved in writing by the City. Sublessee will not use Property in a manner that increases the risk of fire, cost of fire insurance or improvements thereon. No unauthorized sign or placard shall be painted, inscribed or placed in or on said Property; and no tree or shrub thereon shall be destroyed or removed or other waste committed of said Property. No motorcycles, automobiles or other mechanical means of transportation shall be placed or stored anywhere on the Property except for the parking lot. No repair, overhaul or modification of any motor vehicle shall take place on the Property or the street in front of said Property. Sublessee, at his/her expense, shall keep the Property in as good condition as it was at the beginning of the terms hereof, except damage occasioned by ordinary wear and tear, and except damage to the roof, sidewalks and underground plumbing, which is not the fault of Sublessee. 5.4 Condition, Use of Premises. City makes no warranty or representation of any kind concerning the condition of the Premises, or the fitness of the Premises for the use intended by Sublessee, and hereby disclaims any personal knowledge with respect thereto, it being expressly understood by the parties that Sublessee has personally inspected the Premises, knows its condition, finds it fit for Sublessee’s intended use, accepts it as is, and has ascertained that it can be used exclusively for the limited purposes specified in Section 5.1. 6. HAZARDOUS MATERIALS. 6.1 Hazardous Materials Defined. The term “Hazardous Material(s)” shall mean any toxic or hazardous substance, material or waste or any pollutant or contaminant, or infectious or radioactive material, including but not limited to, those substances, materials, or wastes regulated now or in the future under any of the following statutes or regulations and any and all of those substances included within the definitions of “hazardous substances,” “hazardous waste,” “hazardous chemical substance or mixture,” “imminently hazardous chemical substance or mixture,” “toxic substances,” “hazardous air pollutant,” “toxic pollutant” or “solid waste” in the (a) CERCLA or Superfund as amended by SARA, 42 U.S.C. Sec. 9601 et seq., (b) RCRA, 42 U.S.C. Sec. 6901 et seq., (c) CWA., 33 U.S.C. Sec. 1251 et seq., (d) CAA, 42 U.S.C. 78401 et seq., (e) TSCA, 15 U.S.C. Sec. 2601 et seq., (f) The Refuse Act of 1899, 33 U.S.C. Sec. 407, (g) OSHA, 29 U.S.C. 651 et seq. (h) Hazardous Materials Transportation Act, 49 U.S.C. Sec. 1801 et seq., (i) USDOT Table (40 CFR Part 302 and amendments) or the EPA Table (40 CFR Part 302 and amendments), (j) California Superfund, Cal. Health & Safety Code Sec. 25300 et seq., (k) Cal. Hazardous Waste Control Act, Cal. Health & Safety Code Section 25100 et seq., (l) Porter-Cologne Act, Cal. Water Code Sec. 13000 et seq., (m) Hazardous Waste Disposal Land Use Law, Cal. Health & Safety Code Sec. 25220 et seq., (n) Proposition 65, Cal. Health and Safety Code Sec. 25249.5 et seq., (o) Hazardous Substances Underground Storage Tank Law, Cal. Health & Safety Code Sec. 25280 et seq., (p) California Hazardous Substance Act, Cal. Health & Safety Code Sec. 28740 et seq., (q) Air Resources Law, Cal. Health & Safety Code Sec. 39000 et seq., (r) Hazardous Materials Resublease Response Plans and Inventory, Cal. Health & Safety Code Secs. 25500-25541, (s) TCPA, Cal. Health and Safety Code Secs. 25208 et seq., and (t) regulations promulgated pursuant to said laws or any replacement Page 5 thereof, or as similar terms are defined in the federal, state and local laws, statutes, regulations, orders or rules. Hazardous Materials shall also mean any and all other substances, materials, and wastes which are, or in the future become, regulated under applicable local, state or federal law for the protection of health or the environment, or which are classified as hazardous or toxic substances, materials or wastes, pollutants or contaminants, as defined, listed or regulated by any federal, state or local law, regulation or order or by common law decision, including without limitation: (i) trichloroethylene, tetracholoethylene, perchloroethylene and other chlorinated solvents; (ii) any petroleum products or fractions thereof; (iii) asbestos, (iv) polychlorinated biphenyls; (v) flammable explosives; (vi) urea formaldehyde; and, (vii) radioactive materials and waste. 6.2. Compliance with Laws. Sublessee shall not cause or permit any Hazardous Material (as defined below) to be brought upon, kept or used in or about the Premises or Project by Sublessee, its agents, employees, contractors or invitees. 6.3 Termination of Sublease. City shall have the right to terminate the Sublease in City’s sole and absolute discretion in the event that: (i) any anticipated use of the Premises by Sublessee involves the generation or storage, use, treatment, disposal, or resublease of Hazardous Material in a manner or for a purpose prohibited or regulated by any governmental agency, authority, or Hazardous Materials Laws; (ii) Sublessee has been required by any lender or governmental authority to take remedial action in connection with Hazardous Material contaminating the Premises, if the contamination resulted from Sublessee’s action or use of the Premises; or (iii) Sublessee is subject to an enforcement order issued by any governmental authority in connection with the resublease, use, disposal, or storage of a Hazardous Material on the Premises. 6.4 Assignment and Subletting. It shall not be unreasonable for City to withhold its consent to an assignment or subletting to such proposed assignee or subsublessee if: (i) any anticipated use of the Premises by any proposed assignee or subsublessee involves the generation or storage, use, treatment, disposal, or resublease of Hazardous Material in a manner or for any purpose; (ii) the proposed assignee or subsublessees has been required by any prior landlord, lender, or governmental authority to take remedial action in connection with Hazardous Material contaminating a property, if the contamination resulted from such party’s action or use of the property in question; or, (iii) the proposed assignee or subsublessee is subject to an enforcement order issued by any governmental authority in connection with the resublease, use, disposal or storage of a Hazardous Material. 6.5 Hazardous Materials Indemnity. Sublessee shall indemnify, defend (by counsel reasonably acceptable to City), protect, and hold Landlord harmless from and against any and all claims, liabilities, penalties, forfeitures, losses, and/or expenses, including without limitation, diminution in value of the Premises, damages for the loss or restriction on use of the rentable or usable space or of any amenity of the Premises, damages arising from any adverse impact or marketing of the Premises and sums paid in settlement of claims, response costs, cleanup costs, site assessment costs, attorneys’ fees, consultant and expert fees, judgments, administrative rulings or orders, fines, costs of death of or injury to any person, or damage to any property whatsoever (including, without limitation, groundwater, sewer Page 6 systems, and atmosphere), arising from, caused, or resulting, either prior to or during the Sublease Term, in whole or in part, directly or indirectly, by the presence or discharge in, on, under, or about the Premises by Sublessee, Sublessee’s agents, employees, licensees, or invitees or at Sublessee’s direction, of Hazardous Material, or by Sublessee’s failure to comply with any Hazardous Materials Law, whether knowingly or by strict liability. For purposes of the indemnity provided herein, any acts or omissions of Sublessee or its employees, agents, customers, subsublessees, assignees, contractors, or subcontractors of Sublessee (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Sublessee. Sublessee’s indemnification obligations shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary Hazardous Materials management plan, investigation, repairs, cleanup or detoxification or decontamination of the Premises, and the presence and implementation of any closure, remedial action or other required plans, and shall survive the expiration of or early termination of the Sublease Term. 6.6 City’s Right to Perform Tests. At any time prior to the expiration of the Sublease Term, City shall have the right to enter upon the Premises in order to conduct tests of water and soil. 7. UTILITIES AND OPERATING EXPENSES. City shall furnish to the Property reasonable quantities of gas, electricity, water, sewer and refuse collections services as required for Sublessee’s use, and Sublessee shall pay the cost for such Utilities. However, as separate meters are not provided for these services and it would be uneconomical to separately meter these services, Sublessee agrees to pay to City $.23/per square foot, per site, per month, an estimate of Sublessee’s consumption for these utilities. The monthly utility amount is set forth in Exhibit A hereto and shall be remitted by Sublessee to City at the same time as the Rent payments are due under Section 3. Sublessee shall provide and pay for any telephone equipment or services at the Premises. If City is required to construct new or additional utility installations, including, without limitation, wiring, plumbing, conduits, and mains, resulting from Sublessee’s special requirements, Sublessee shall on demand pay to City the total cost of such items or pay and contract for such installations directly. 8. TAXES. 8.1 Real Property Taxes Defined. The term “real property taxes” as used herein shall mean all taxes (including possessory interest taxes), assessments, levies and other charges, general and special, foreseen and unforeseen, now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed against or with respect to: (i) value, occupancy, use or possession of the Premises and/or the Improvements; (ii) any improvements, fixtures, equipment and other real or personal property of Sublessee that are an integral part of the Premises; or, (iii) use of the Premises, Improvements public utilities or energy within the Premises. The term “real property taxes” shall also mean all charges, levies or fees imposed by reason of environmental regulation or other governmental control Page 7 of the premises and/or the Improvements, new or altered excise, transaction, sales, privilege, assessment, or other taxes or charges now or hereafter imposed upon City as a result of this Sublease, and all costs and fees (including attorneys’ fees) incurred by City in contesting any real property taxes and in negotiating with public authorities as to any real property taxes affecting the Premises. If any real property taxes are based upon property or rents unrelated to the Premises and/or the Improvements, then only that part of such tax that is fairly allocable to the Premises and/or the Improvements, as determined by City, on the basis of the assessor’s worksheets or other available information, shall be included within the meaning of the term “real property taxes.” 8.2 Payment of Real Property Taxes. Sublessee shall pay Sublessee’s share of all real property taxes (as defined in Section 8.1 above) which become due and payable to City on or before the later of ten (10) days prior to the delinquency thereof or three (3) days after the date on which Sublessee receives a copy of the tax bill and notice of City’s determination hereunder. Sublessee’s liability to pay real property taxes shall be prorated on the basis of a three hundred sixty-five (365) day year to account for any fraction or portion of a tax year included in the Sublease term at the commencement or expiration of the Sublease. 8.3 Revenue and Taxation Code. Sublessee specifically acknowledges it is familiar with section 107.6 of the California Revenue and Taxation Code. Sublessee realizes that a possessory interest subject to property taxes may be created, agrees to pay any such tax, and hereby waives any rights Sublessee may have under said California Revenue and Taxation Code section 107.6. 8.4 Personal Property Taxes. Sublessee shall pay before delinquent, or if requested by City, reimburse City for, any and all taxes, fees, and assessments associated with the Property, the personal property contained in the premises and other taxes, fees, and assessments regarding any activities which take place at the Property. Sublessee recognizes and understands in accepting this Sublease that its interest therein may be subject to a possible possessory interest tax that City or County may impose on such interest and that such tax payment shall not reduce any rent due City hereunder and any such tax shall be the liability of and be paid by Sublessee. 9. MAINTENANCE. 9.1 City and Sublessee Responsibilities. City shall be responsible for the maintenance and repair of the structure located on the Premises and main support systems not exclusively serving the Premises, including roof repair, electrical system repair, exterior painting and structural repairs. However, in the event that the estimated cost of repairs exceeds fifty percent (50%) of the expected remaining future income to City under this Sublease, City may decide not to make such repairs. In the event City decides not to make such repairs, and if Sublessee chooses not to make such necessary repairs, this agreement shall immediately terminate and Sublessee shall forthwith vacate the Premises. City’s decision shall be given to Sublessee in writing within sixty (60) working days from the occurrence of the damage. Sublessee shall not be granted relief from rent or be given other consideration if and when City performs maintenance and repair obligations as required herein. Page 8 Sublessee at Sublessee’s expense, shall perform all maintenance and repairs, including but not limited to: plumbing, painting, light bulb and ballast replacement, window glass replacement, floor treatment, drapery and carpet cleaning, door and window hardware replacement, space heater or any other Sublessee installed heating/air conditioning system, interior pest control and any special security devices. Sublessee shall provide janitorial service to the Premises and shall clean the windows inside and outside as needed. Sublessee shall keep the Premises and all improvements thereto in first-class order, repair, and condition, and shall keep the Premises in a safe, clean, wholesome, and sanitary condition to the complete satisfaction of City, and in compliance with all applicable laws, throughout the term of this Sublease. In addition, Sublessee shall maintain, at Sublessee’s expense, all equipment, furnishings and trade fixtures upon the Premises required for the maintenance and operation of a first-class business of the type to be conducted pursuant to this Sublease. Sublessee further agrees to provide approved containers for trash, garbage and recycling and to keep the Premises free and clear of rubbish, litter and recyclable materials. City shall have the right to enter upon and inspect the Premises at any time for cleanliness and safety. Notwithstanding the above provisions, Sublessee shall be responsible for damage or repair to the Premises or any of its support systems resulting from Sublessee’s use of the Premises and not occasioned by normal wear and tear, including plumbing and glass breakage. Sublessee shall designate in writing to City an on-site representative who shall be responsible for the day-to-day operation and level of maintenance, cleanliness and general order. 9.2 Waiver of Civil Code. Sublessee expressly waives the benefit of any statute now or hereinafter in effect, including the provisions of sections 1941 and 1942 of the Civil Code of California, which would otherwise afford Sublessee the right to make repairs at City’s expense or to terminate this Sublease because of City’s failure to keep Premises in good order, condition and repair. Sublessee further agrees that if and when any repairs, alterations, additions or betterments shall be made by Sublessee as required by this paragraph, Sublessee shall promptly pay for all labor done or materials furnished and shall keep the Premises free and clear of any lien or encumbrance of any kind whatsoever. If Sublessee fails to make any repairs or perform any maintenance work for which Sublessee is responsible within a reasonable time (as determined by the City Manager in the City Manager’s sole discretion) after demand by the City, City shall have the right, but not the obligation, to make the repairs at Sublessee’s expense; within ten (10) days of receipt of a bill, Sublessee shall reimburse City for the cost of such repairs, including a fifteen percent (15%) administrative overhead fee. The making of such repairs or performance of maintenance by City shall in no event be construed as a waiver of the duty of Sublessee to make repairs or perform maintenance as provided in this Section. 9.3 Maintenance of Common Areas. City shall maintain or cause to be maintained, including repair and replacement as necessary, the following common areas serving the Premises and other premises: landscaping, parking lots and walkways. 10. CONSTRUCTION BY SUBLESSEE. 10. 1 Construction Standards. All design and construction performed by or on behalf of Page 9 Sublessee shall conform to the approved plans, specifications, construction and architectural standards approved by the City Council if required by Palo Alto ordinances or procedures or otherwise by the City Manager. Once the work is begun, Sublessee shall with reasonable diligence prosecute all construction to completion. All work shall be performed in a good and workmanlike manner, shall substantially comply with any plans and specifications approved by City and shall comply with all applicable governmental permits, laws, ordinances and regulations, and shall meet all other requirements contained in this Sublease. 10.2 Cost of Improvements. Sublessee shall pay all costs for construction done or caused to be done by Sublessee on the Premises as permitted or required by this Sublease. Sublessee shall keep the Premises free and clear of all claims and liens resulting from construction done by or for Sublessee. Promptly after completion of construction, Sublessee shall provide to the City Manager a statement of the reasonable and actual costs of construction for the initial improvements, which statement shall be certified as to accuracy and signed by Sublessee under penalty of perjury. 10.3 Ownership of Improvements. All improvements constructed, erected, or installed upon the Premises must be free and clear of all liens, claims, or liability for labor or material and shall become the property of City, at its election, upon expiration or earlier termination of this sublease and upon City's election, shall remain upon the Premises upon termination of this Sublease. Title to all equipment, furniture, furnishings, and trade fixtures placed by Sublessee upon the Premises shall remain in Sublessee, and replacements, substitutions and modifications thereof may be made by Sublessee throughout the term of this Sublease. Sublessee may remove such fixtures and furnishings upon termination of this Sublease if Sublessee is not then in default under this Sublease, provided that Sublessee shall repair to the satisfaction of City any damage to the Premises and improvements caused by such removal and provided that usual and customary lighting, plumbing and heating fixtures shall remain upon the Premises upon termination of this Sublease. 10.4 Indemnity for Claims Arising Out of Construction. Sublessee shall defend and indemnify City against all claims, liabilities, and losses of any type arising out of work performed on the Premises by Sublessee, together with reasonable attorneys' fees and all costs and expenses reasonably incurred by City in negotiating, settling, defending or otherwise protecting against such claims. 10.5 Assurance of Completion. Prior to commencement of any construction or alteration expected to cost more than $5000.00, Sublessee shall furnish the City Manager evidence that assures City that sufficient monies will be available to complete the proposed work. The amount of such assurance shall be at least the total estimated construction cost. Evidence of such assurance shall take one of the forms set out below and shall guarantee Sublessee’s full and faithful performance of all of the terms, covenants, and conditions of this Sublease: A. Completion Bond; B. Performance, labor and material bonds, supplied by Sublessee’s contractor or contractors, provided the bonds are issued jointly to Sublessee and City; C. Irrevocable letter of credit from a financial institution; or D. Any combination of the above. Page 10 All bonds and letters of credit must be issued by a company qualified to do business in the State of California and be acceptable to the City Manager. All bonds and letters of credit shall be in a form acceptable to the City Manager, and shall insure faithful and full observance and performance by Sublessee of all of the terms, conditions, covenants, and agreements relating to the construction of improvements or alterations in accordance with this Sublease. 10.6 As Built Plans. Sublessee shall provide the City Manager with a complete set of reproducible “as built plans” reflecting actual construction within or upon the Premises upon completion of any: (i) new construction; (ii) structural alterations; or, (iii) non-structural alterations costing more than $25,000. 11. ALTERATIONS BY SUBLESSEE Sublessee shall not make any alterations or improvements to the Premises without obtaining the prior written consent of the City Manager. Sublessee may, at any time and at its sole expense, install and place business fixtures and equipment within the Premises, provided such fixtures and installation have been reviewed and approved by the City Manager. Prior to commencement of any work, Sublessee shall pay the amount of any increase in premiums on insurance policies provided for herein because of endorsements to be made covering the risk during the course of the work and shall pay for any and all permits which may be required. 12. HOLD HARMLESS/INDEMNIFICATION. 12.1 Indemnification. To the extent permitted by law, Sublessee agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, agents, volunteers, and employees from and against any claim, injury, liability, loss, cost, and/or expense or damage, however same may be caused, including all costs and reasonable attorney's fees in providing a defense to any claim arising therefrom for which City shall become legally liable arising from Sublessee's, its officers’ agents’ subcontractors’ or employees’ negligent, reckless, willful, or wrongful acts, errors, or omissions, or conduct for which applicable law may impose strict liability on Sublessee, with respect to or in any way connected with this Sublease or in connection with Sublessee’s performance of or failure to perform its obligations under this Contract, including but not limited to Exhibit C.. Sublessee shall give City immediate notice of any claim or liability hereby indemnified against. This indemnity shall be in addition to the Hazardous Materials indemnity contained in this Sublease and shall survive shall survive the expiration of or early termination of the Sublease Term. 12.2 Waiver of Claims. Sublessee waives any claims against City for injury to Sublessee’s business or any loss of income therefrom, for damage to Sublessee’s property, or for injury or death of any person in or about the Premises or the City Property, from any cause whatsoever, except to the extent caused by City’s active negligence or willful misconduct. 13. DAMAGE, DESTRUCTION AND TERMINATION. Page 11 13.1 Nontermination and Nonabatement. Except as provided herein, no destruction or damage to the Premises by fire, windstorm or other casualty, whether insured or uninsured, shall entitle Sublessee to terminate this Sublease. City and Sublessee waive the provisions of any statutes which relate to termination of a sublease when subleased property is destroyed and agree that such event shall be governed by the terms of this Sublease. 13.2 Force Majeure. Prevention, delay or stoppage due to strikes, lockouts, labor disputes, Acts of God, inability to obtain labor, inability to obtain materials or reasonable substitutes, governmental restrictions, governmental regulation, governmental controls, judicial orders, enemy or hostile governmental actions, civil commotion, fire or other casualty, and other causes beyond the reasonable control of Sublessee (financial inability excepted), shall excuse the performance by Sublessee for a period equal to the prevention, delay, or stoppage, except the obligations imposed with regard to rent to be paid by Sublessee pursuant to this Sublease. In the event any work performed by Sublessee or Sublessee’s contractors results in a strike, lockout, and/or labor dispute, the strike, lockout, and/or labor dispute shall not excuse the performance by Sublessee of the provisions of this Sublease. 13.3 Restoration of Premises by Sublessee. 13.3.1 Destruction Due to Risk Covered by Insurance. If, during the term, the Premises are totally or partially destroyed from a risk covered by the insurance described in Section 20 (Insurance), rendering the Premises totally or partially inaccessible or unusable, Sublessee shall restore the Premises to substantially the same condition as it was in immediately before destruction, whether or not the insurance proceeds are sufficient to cover the actual cost of restoration. Such destruction shall not terminate this Sublease. If the laws existing at that time do not permit the restoration, either party can terminate this Sublease immediately by giving notice to the other party. If the cost of the Restoration exceeds the amount of proceeds received from the insurance required under Section 20 (Insurance), City can elect to terminate this Sublease by giving notice to Sublessee within thirty (30) days after determining that the restoration cost will exceed the insurance proceeds. In the case of destruction to the Premises only, if City elects to terminate this Sublease, Sublessee, within thirty (30) days after receiving City’s notice to terminate, can elect to pay to City, at the time Sublessee notifies City of its election, the difference between the amount of insurance proceeds and the cost of restoration, in which case City shall restore the Premises. City shall give Sublessee satisfactory evidence that all sums contributed by Sublessee as provided in this paragraph have been expended by City in paying the cost of restoration. If City elects to terminate this Sublease, and Sublessee does not elect to contribute toward the cost of restoration as provided in this section, this Sublease shall terminate. Page 12 13.3.2 Destruction Due to Risk Not Covered by Insurance. If, during the term, the Premises are totally or partially destroyed from a risk covered by the insurance described in Section 20 (Insurance), rendering the Premises totally or partially inaccessible or unusable, Sublessee shall restore the Premises to substantially the same condition as it was in immediately before destruction, whether or not the insurance proceeds are sufficient to cover the actual cost of restoration. Such destruction shall not terminate this Sublease. If the laws existing at that time do not permit the restoration, either party can terminate this Sublease immediately by giving notice to the other party. If the cost of restoration exceeds ten percent (10%) of the then replacement value of the Premises totally or partially destroyed, Sublessee can elect to terminate this Sublease by giving notice to City within sixty (60) days after determining the restoration cost and replacement value. In the case of destruction to the Premises only, if City elects to terminate this Sublease, Sublessee, within thirty (30) days after receiving City's notice to terminate, can elect to pay to City at the time Sublessee notifies City of its election, the difference between ten percent (10%) of the then replacement value of the Premises and the actual cost of restoration, in which case City shall restore the Premises. City shall give Sublessee satisfactory evidence that all sums contributed by Sublessee as provided in this paragraph have been expended by City in paying the cost of restoration. If City elects to terminate this Sublease and Sublessee cannot or does not elect to contribute toward the cost of restoration as provided in this section, this Sublease shall terminate 13.3.3 Extent of City’s Obligation to Restore. If City is required or elects to restore the Premises as provided in this section, City shall not be required to restore alterations made by Sublessee, Sublessee's improvements, Sublessee's trade fixtures, and Sublessee's personal property, such excluded items being the sole responsibility of Sublessee to restore. City shall have no obligation to restore, replace or compensate Sublessee for any loss of Sublessee’s improvements, trade fixtures or personal property in the event of partial damage to Premises due to floor or ceiling water leaks, electrical damage, fire damage or smoke damage. 14. SIGNS. Sublessee shall not place, construct, maintain, or allow any signs upon the Premises without prior written consent of City, which consent shall not be unreasonably withheld. All signs must comply with the City’s Sign Ordinance unless exempt therefrom. 15. ASSIGNMENT AND SUBLETTING. Page 13 15.1 Assignment & Subletting Prohibited. The parties acknowledge that City has relied on the unique background, character and capabilities of Sublessee in entering into this Sublease or in establishing the rent payable under this Sublease. Consequently, Sublessee shall not, either voluntarily or by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Sublease or any interest herein, or any right or privilege appurtenant hereto, or allow any other person (the employees, agents and invitees of Sublessee excepted) to occupy or use the Premises, or any portion thereof. Any purported assignment or subletting shall be void, and shall, at the option of the City, constitute a default under this Sublease. 15.2 Assignment Defined. For purposes of this section, each of the following shall also be deemed an assignment subject to the provisions hereof: (i) if Sublessee is a partnership or joint venture, a withdrawal, addition, or change (voluntary, involuntary, by operation of law, or otherwise) of any of the partners or venturers thereof; (ii) if Sublessee is a limited liability company, a withdrawal, addition, or change (voluntary, involuntary, by operation of law, or otherwise) of any of the members or managers thereof; (iii) if Sublessee is composed of more than one person, a purported assignment or transfer (voluntary or involuntary, by operation of law, or otherwise) from one thereof to the other or others thereof; (iv) if Sublessee is a corporation, a change in the ownership (voluntary or involuntary, by operation of law, or otherwise) of 25% or more of its capital stock or members (or, in the case of a nonprofit corporation without members, of 25% or more or its directors); or (v) a change in Sublessee’s status as a non-profit, charitable organization. 16. DEFAULTS; REMEDIES. 16.1 Defaults. The occurrence of any one or more of the following events shall constitute a material default, or breach of this Sublease, by Sublessee: 16.1.1 Abandonment of the Premises by Sublessee as defined by California Civil Code section 1951.3; 16.1.2 Failure by Sublessee to make any payment of rent or any other payment required to be made by Sublessee hereunder, as provided in this Sublease, where such failure shall continue for a period of ten (10) business days after written notice thereof from City to Sublessee. In the event City serves Sublessee with a Notice to Pay Rent or Quit pursuant to applicable Unlawful Detainer statutes, such Notice to Pay Rent or Quit shall also constitute the notice required by this subparagraph; 16.1.3 Failure by Sublessee to observe or perform any of the covenants, conditions or provisions of this Sublease in any material respect where such failure shall continue for a period of thirty (30) days after written notice thereof from City to Sublessee; provided, however, that if the nature of Sublessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Sublessee shall not be deemed to be in default if Sublessee commenced such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion; 16.1.4 Making by Sublessee of any general arrangement or assignment for the Page 14 benefit of creditors; Sublessee’s becoming a “debtor” as defined in 11 U.S.C. §101 or any successor statute thereto (unless, in the case of a petition filed against Sublessee, the same is dismissed within sixty (60) days); the appointment of a bankruptcy trustee or receiver to take possession of all or substantially all of Sublessee’s assets located at or on the Premises or of Sublessee’s interest in this Sublease where possession is not restored to Sublessee within thirty (30) days; or the attachment, execution or other judicial seizure of all or substantially all of Sublessee’s assets located at or on the Premises or of Sublessee’s interest in this Sublease, where such seizure is not discharged within thirty (30) days. 16.2 Remedies. In the event of any material default or breach by Sublessee, City may at any time thereafter, following any notice required by statute, and without limiting City in the exercise of any right or remedy which City may have by reason of such default or breach: 16.2.1 Terminate Sublessee’s right to possession of the Premises by any lawful means, in which case this Sublease shall terminate and Sublessee shall immediately surrender possession of the Premises and Improvements to City. In such event, City shall be entitled to recover from Sublessee all damages incurred by City by reason of Sublessee’s default including but not limited to: the cost of recovering possession of the Premises and Improvements; expenses of reletting, including necessary renovation and alteration of the Premises and Improvements; reasonable attorneys’ fees; the worth at the time of the award of the unpaid rent that had been earned at the time of termination of this Sublease and the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of such award exceeds the amount of such rental loss for the same period that Sublessee proves could be reasonably avoided. 16.2.2 Maintain Sublessee’s right to possession, in which case this Sublease shall continue in effect whether or not Sublessee shall have abandoned the Premises. In such event, City shall be entitled to enforce all of City’s rights and remedies under this Sublease, including the right to recover rent and other payments as they become due hereunder. 16.2.3 Pursue any other remedy now or hereafter available to City under the laws or judicial decisions of the State of California. City shall have all remedies provided by law and equity. 16.3 No Relief from Forfeiture After Default. Sublessee waives all rights of redemption or relief from forfeiture under California Code of Civil Procedure sections 1174 and 1179, and any other present or future law, in the event Sublessee is evicted or City otherwise lawfully takes possession of the Premises by reason of any default or breach of this Sublease by Sublessee. 16.4 Disposition of Abandoned Personal Property. If the Sublessee fails to remove any personal property belonging to Sublessee from the Premises after forty-five (45) days of the expiration or termination of this Sublease, such property shall at the option of City be deemed to have been transferred to City. City shall have the right to remove and to dispose Page 15 of such property without liability to Sublessee or to any person claiming under Sublessee, and the City shall have no need to account for such property. 17. INTEREST ON PAST-DUE OBLIGATIONS. Except as expressly provided herein, any amount due City when not paid when due shall bear interest at the lesser of ten percent (10%) per year or the maximum rate then allowable by law from the date due. 18. HOLDING OVER. If Sublessee remains in possession of the Premises or any part thereof after the expiration of the term or option term hereof, such occupancy shall be a tenancy from month to month with all the obligations of this Sublease applicable to Sublessee and at City's prevailing monthly rate of rent for the Property at the time of expiration. The rent under a month-to-month tenancy is subject to increase on thirty (30) days prior written notice from City. Nothing contained in this Sublease shall give to Sublessee the right to occupy the Property after the expiration of the term, or upon an earlier termination for breach. 19. CITY’S ACCESS. 19.1 Access for Inspection. City and City’s agents shall have the right to enter the Premises at reasonable times, upon not less than twenty-four (24) hours prior notice to Sublessee, for the purpose of inspecting same, showing same to prospective purchasers, lenders or sublessees, and making such alterations, repairs, improvements, or additions to the Premises as City may deem necessary. City may at any time place on or about the Premises any ordinary “For Sale” signs and City may at any time during the last one hundred twenty (120) days of the term hereof place on or about the Premises any ordinary “For Sublease” signs, all without rebate of rent or liability to Sublessee. 19.2 Security Measures. City shall have the right to require a reasonable security system, device, operation, or plan be installed and implemented to protect the Premises or the Improvements. Should City, in its sole discretion, require Sublessee to install such a security system, Sublessee agrees to bear the sole cost and expense of any security system, device, operation or plan and the installation and implementation thereof. Sublessee shall obtain City’s prior approval before installing, implementing or changing any City approved security system, device, operation or plan. 19.3 New Locks. Sublessee may install new locks on all exterior doors. Sublessee shall advise City of such action and shall provide City with keys to said locks. Sublessee shall also deliver to City the old locks with keys. Upon termination, Sublessee shall leave new locks that shall become the property of City. 20. INSURANCE. Sublessee's responsibility for the Property begins immediately upon delivery and Sublessee, at its sole cost and expense, and at no cost to City, shall purchase and maintain in full force and effect Page 16 during the entire term of this Sublease insurance coverage in amounts and in a form acceptable to City as set forth in Exhibit C attached hereto and incorporated herein by reference. Said policies shall be maintained with respect to Sublessee’s employees, if any, and all vehicles operated on the Premises. The policies shall include the required endorsements, certificates of insurance and coverage verifications as described in Exhibit C. Sublessee also agrees to secure renter's liability insurance. Sublessee shall deposit with the City Manager, on or before the effective date of this Sublease, certificates of insurance necessary to satisfy City that the insurance provisions of this Sublease have been complied with, and to keep such insurance in effect and the certificates therefore on deposit with City during the entire term of this Sublease. Should Sublessee not provide evidence of such required coverage at least three (3) days prior to the expiration of any existing insurance coverage, City may purchase such insurance, on behalf of and at the expense of Sublessee to provide six months of coverage. City shall retain the right at any time to review the coverage, form, and amount of the insurance required hereby. If, in the opinion of the City’s Risk Manager (or comparable official), the insurance provisions in this Sublease do not provide adequate protection for City and for members of the public using the Premises, the City Manager may require Sublessee to obtain insurance sufficient in coverage, form, and amount to provide adequate protection as determined by the Risk Manager. City's requirements shall be reasonable and shall be designed to assure protection from and against the kind and extent of risk that exists at the time a change in insurance is required. The City Manager shall notify Sublessee in writing of changes in the insurance requirements. If Sublessee does not deposit copies of acceptable insurance policies with City incorporating such changes within sixty (60) days of receipt of such notice, or in the event Sublessee fails to maintain in effect any required insurance coverage, Sublessee shall be in default under this sublease without further notice to Sublessee. Such failure shall constitute a material breach and shall be grounds for immediate termination of this Sublease at the option of City. The procuring of such required policy or policies of insurance shall not be construed to limit Sublessee’s liability hereunder nor to fulfill the indemnification provision and requirements of this Sublease. Notwithstanding the policy or policies of insurance, Sublessee shall be obligated for the full and total amount of any damage, injury, or loss caused by or connected with this Sublease or with use or occupancy of the Premises. 21. RESERVATION OF AVIGATIONAL EASEMENT. City hereby reserves for the use and benefits of the public, a right of avigation over the Premises for the passage of aircraft landing at, taking off, or operating from the adjacent airport operated by the County of Santa Clara. Sublessee resubleases the City from all liability for noise, vibration, and any other related nuisance. 22. EMINENT DOMAIN. 22.1 If all or any part of the Premises (or the building in which the Premises are located) is condemned by a public entity in the lawful exercise of its power of eminent domain, this Page 17 Sublease shall cease as to the part condemned. The date of such termination shall be the effective date of possession of the whole or part of the Premises by the condemning public entity. 22.2 If only a part is condemned and the condemnation of that part does not substantially impair the capacity of the remainder to be used for the purposes required by this Sublease, Sublessee shall continue to be bound by the terms, covenants, and conditions of this Sublease. However, the then monthly rent shall be reduced in proportion to the diminution in value of the Premises. If the condemnation of a part of the Premises substantially impairs the capacity of the remainder to be used for the purposes required by this Sublease, Sublessee may: A. Terminate this Sublease and thereby be absolved of obligations under this Sublease which have not accrued as of the date of possession by the condemning public entity; or B. Continue to occupy the remaining Premises and thereby continue to be bound by the terms, covenants and conditions of this Sublease. If Sublessee elects to continue in possession of the remainder of the Premises, the monthly rent shall be reduced in proportion to the diminution in value of the Premises. C. Sublessee shall provide City with written notice advising City of Sublessee’s choice within thirty (30) days of possession of the part condemned by the condemning public entity. 22.3 City shall be entitled to and shall receive all compensation related to the condemnation, except that Sublessee shall be entitled to: (a) that portion of the compensation which represents the value for the remainder of the Sublease term of any Sublessee-constructed improvements taken by the condemning public entity, which amount shall not exceed the actual cost of such improvements reduced in proportion to the relationship of the remaining Sublease term to the original Sublease term, using a straight line approach; and (b) any amount specifically designated as a moving allowance or as compensation for Sublessee’s personal property. Sublessee shall have no claim against Landlord for the value of any unexpired term of this Sublease. 23. POST-ACQUISITION TENANCY. Sublessee hereby acknowledges that Sublessee was not an occupant of the Premises at the time the Premises were acquired by City. Sublessee further understands and agrees that as a post-acquisition Sublessee, Sublessee is not eligible and furthermore waives all claims for relocation assistance and benefits under federal, state or local law. 24. DISPUTE RESOLUTION. 24.1 Unless otherwise mutually agreed to, any controversies between Sublessee and City regarding the construction or application of this Sublease, and claims arising out of this Sublease or its breach shall be submitted to mediation within thirty (30) days of the written Page 18 request of one Party after the service of that request on the other Party. 24.2 The Parties may agree on one mediator. If they cannot agree on one mediator, the Party demanding mediation shall request the Superior Court of Santa Clara County to appoint a mediator. The mediation meeting shall not exceed one day (eight (8) hours). The Parties may agree to extend the time allowed for mediation under this Sublease. 24.3 The costs of mediation shall be borne by the Parties equally. 24.4 Mediation under this section is a condition precedent to filing an action in any court. In the event of litigation arising out of any dispute related to this Sublease, the Parties shall each pay their respective attorney's fees, expert witness costs and cost of suit, regardless of the outcome of the litigation. 25. NON-LIABILITY OF OFFICIALS AND EMPLOYEES OF THE CITY. No official or employee of City shall be personally liable for any default or liability under this agreement. 26. NON-DISCRIMINATION 26.1 Non-discrimination in Sublease Activities. Sublessee agrees that in the performance of this Sublease and in connection with all of the activities Sublessee conducts on the Premises, it shall not discriminate against any employee or person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. Sublessee acknowledges that is familiar with the provisions set forth in Section 2.30.510 of the Palo Alto Municipal Code relating to nondiscrimination in employment and Section 9.73 of the Palo Alto Municipal Code relating to City policy against arbitrary discrimination. 26.2 Human Rights Policy. In connection with all activities that are conducted upon the Premises, Sublessee agrees to accept and enforce the statements of policy set forth in Section 9.73.010 which provides: “It is the policy of the City of Palo Alto to affirm, support and protect the human rights of every person within its jurisdiction. These rights include, but are not limited to, equal economic, political, and educational opportunity; equal accommodations in all business establishments in the city; and equal service and protection by all public agencies of the city.” 27. INDEPENDENT CONTRACTOR. It is agreed that Sublessee shall act and be an independent contractor and not an agent nor employee of City. 28. CONFLICT OF INTEREST. Sublessee shall at all times avoid conflict of interest or appearance of conflict of interest in performance of this agreement. Sublessee warrants and covenants that no official or employee of City nor any business entity in which any official or employee of City is interested: (1) has been Page 19 employed or retained to solicit or aid in the procuring of this agreement; or (2) will be employed in the performance of this agreement without the divulgence of such fact to City. In the event that City determines that the employment of any such official, employee or business entity is not compatible with such official's or employee's duties as an official or employee of City, Sublessee upon request of City shall immediately terminate such employment. Violation of this provision constitutes a serious breach of this Sublease and City may terminate this Sublease as a result of such violation. 29. MEMORANDUM OF SUBLEASE. Following execution of this Sublease, either party, at its sole expense, shall be entitled to record a Memorandum of Sublease in the official records of Santa Clara County. Upon termination or expiration of this Sublease, Sublessee shall execute and record a quitclaim deed as to its subleasehold interest. 30. ESTOPPEL CERTIFICATE. Sublessee shall, from time to time, upon at least thirty (30) days prior written notice from City, execute, acknowledge and deliver to City a statement in writing: (i) certifying this Sublease is unmodified and in full force and effect, or, if modified, stating the nature of the modification and certifying that the Sublease, as modified, is in full force and effect, and the date to which the rental and other charges, if any, have been paid; and, (ii) acknowledging that there are not to Sublessee’s knowledge, any defaults, or stating if any defaults are claimed, any statement may be relied upon by any prospective purchaser or encumbrancer of the City Property. 31. LIENS. Sublessee agrees at its sole cost and expense to keep the Property free and clear of any and all claims, levies, liens, encumbrances or attachments. 32. VACATING. Upon termination of the tenancy, Sublessee shall completely vacate the Property, including the removal of any and all of its property. Before departure, Sublessee shall return keys and personal property listed on the inventory to City in good, clean and sanitary condition, reasonable wear and tear excepted. Sublessee shall allow City to inspect the Property to verify the condition of the Property and its contents. 33. ABANDONMENT. Sublessee's absence from the Property for three (3) consecutive days, without prior notice, during which time rent or other charges are delinquent, shall be deemed abandonment of the Property. Such abandonment will be deemed cause for immediate termination without notice. City shall thereupon be authorized to enter and take possession and to remove and dispose of the property of Sublessee or its guests without any liability whatsoever to City. 34. NOTICES. All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as Page 20 follows: City of Palo Alto Donna Hartman 250 Hamilton Avenue Palo Alto, CA 94301 Facsimile: 650-323-1741 City of Palo Alto Office of Human Services 1305 Middlefield Road Palo Alto, CA 94301 And to Sublessee addressed as follows: Executive Director Palo Alto Community Child Care 3990 Ventura Court Palo Alto, CA 94306 Facsimile: (650-493-0936 Notices may be served upon Sublessee in person, by first class mail, or by certified mail whether or not said mailing is accepted by Sublessee. If notice is sent via facsimile, a signed, hard copy of the material shall also be mailed. The workday the facsimile was sent shall control the date notice was deemed given if there is a facsimile machine generated document on the date of transmission. A facsimile transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following Monday. These addresses shall be used for service of process. 35. TIME. Time shall be of the essence in this Sublease. 36. AMENDMENTS. It is mutually agreed that no oral Subleases have been entered into and that no alteration or variation of the terms of this Sublease shall be valid unless made in writing and signed by the Parties to this Sublease. 37. SIGNING AUTHORITY. If this Sublease is not signed by all Sublessees named herein, the person actually signing warrants that he/she has the authority to sign for the others. 38. CAPTIONS. Page 21 The captions of the various sections, paragraphs and subparagraphs of this Sublease are for convenience only and shall not be considered or referred to in resolving questions of interpretation. 39. SURRENDER OF SUBLEASE NOT MERGER. The voluntary or other surrender of this sublease by Sublessee, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of City, terminate all or any existing subsubleases or subtenancies, or may, at the option of City, operate as an assignment of any and all such subsubleases or subtenancies. 40. INTEGRATED DOCUMENT. This Sublease, including any exhibits attached hereto, embodies the entire agreement between City and Sublessee. No other understanding, agreements, conversations or otherwise, with any officer, agent or employee of City prior to execution of this Sublease shall affect or modify any of the terms or obligations contained in any documents comprising this Sublease. Any such verbal agreement shall be considered as unofficial information and in no way binding upon City. All agreements with City are subject to approval of the City Council before City shall be bound thereby. 41. WAIVER. Waiver by City of one or more conditions of performance or any breach of a condition under this Sublease shall not be construed as a waiver of any other condition of performance or subsequent breaches. The subsequent acceptance by a Party of the performance of any obligation or duty by another Party shall not be deemed to be a waiver of any term or condition of this Sublease. The exercise of any remedy, right, option or privilege hereunder by City shall not preclude City from exercising the same or any and all other remedies, rights, options and privileges hereunder and City's failure to exercise any remedy, right, option or privilege at law or equity, or otherwise which City may have, shall not be construed as a waiver. 42. INTERPRETATIONS. In construing or interpreting this Sublease, the word "or" shall not be construed as exclusive and the word "including" shall not be limiting. The Parties agree that this Sublease shall be fairly interpreted in accordance with its terms without any strict construction in favor of or against any other Party. 43. SEVERABILITY CLAUSE. If any provision of this Sublease is held to be illegal, invalid or unenforceable in full or in part, for any reason, then such provision shall be modified to the minimum extent necessary to make the provision legal, valid and enforceable, and the other provisions of this Sublease shall not be affected thereby. 44. GOVERNING LAW. This Sublease shall be governed and construed in accordance with the statutes and laws of the State of California. Page 22 45. VENUE. In the event that suit shall be brought by any Party to this Sublease, the Parties agree that venue shall be exclusively vested in the state courts of the County of Santa Clara. 46. COMPLIANCE WITH LAWS. The Parties hereto shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local governments in the performance of their rights, duties and obligations under this Sublease. 47. BROKERS. Each party represents that is has not had dealings with any real estate broker, finder, or other person, with respect to this sublease in any manner. Each Party shall hold harmless the other party from all damages resulting from any claims that may be asserted against the other party by any broker, finder, or other person with whom the Indemnifying Party has or purportedly has dealt. 48. ATTACHMENTS TO SUBLEASE. The following exhibits are attached to and made a part of this Agreement: “A” – Description of Premises and Rents “B” – Standard Insurance Requirements “C” – Scope of Required Childcare Services Page 1 EXHIBIT A DESCRIPTION OF PREMISES AND RENTS BLENDED BASE YEAR UTILITY RATE MONTHLY MONTHLY MONTHLY PAUSD SITE TRAILER # OR ID* SCHEDULE RENT SQ. FT. UTILITIES TOTAL ANNUALIZED 1. ADDISON AKC1 $468.00 960 X $0.23 $220.80 $688.80 $8,265.60 2. DUVENEC DCK28 $468.00 1920 X $0.23 $441.60 $909.60 $10,915.20 3. EL CARMELO 1/2 DAYCARE closed July/August $468.00 1320 X $0.23 $303.60 $771.60 $7,716.00 4. ESCONDIDO KIDS CLUB closed for August $468.00 1440 X $0.23 $331.20 $799.20 $8,791.20 5. HAYS 1/2 KIDS CLUB $468.00 1440 X $0.23 $331.20 $799.20 $9,590.40 6. HOOVER CHILDCARE $468.00 1440 X $0.23 $331.20 $799.20 $9,590.40 7. BARRON PARK Unmarked Space closed July/August $468.00 1440 X $0.23 $331.20 $799.20 $7,992 8. OHLONE 24 closed July/August $468.00 960 X $0.23 $220.80 $688.80 $6,888 9. PALO VERDE Kids Club closed July/August $468.00 960 X $0.23 $220.80 $688.80 $6,888 10. JUANA BRIONES PACCC closed for August $468.00 1920 X $0.23 $441.60 $909.60 $10,005.60 11. FAIRMEADOW BBKC3 closed July/August $468.00 1440 X $0.23 $331.20 $799.20 $7,992 $5,148.00 $3,505.20 $8,653.20 $94,634.40 * See attached maps for graphic description of Premises. Note that these site locations may change from time to time pursuant to Section 5 of the Lease and Covenant Not to Develop between the City of Palo Alto and the Palo Alto Unified School District dated September 1, 1989. **PACCC may request a rent abatement for up to two months for any Site that is closed during the Summer. As a condition of such rent abatement PACCC shall offer the Site to the City, at no cost, for Summer programming needs 9/27/2011 Page 2 Page 3 Page 4 Page 5 Page 6 Page 7 Page 8 Page 9 Page 10 Page 11 Page 12 Page 1 EXHIBIT B STANDARD INSURANCE REQUIREMENTS Insurance Requirements for Sublessee: Sublessee shall purchase and maintain the insurance policies set forth below on all of its operations under this Sublease at its sole cost and expense. Such policies shall be maintained for the full term of this Sublease and the related warranty period (if applicable). For purposes of the insurance policies required under this Sublease, the term "City" shall include the duly elected or appointed council members, commissioners, officers, agents, employees and volunteers of the City of Palo Alto, California, individually or collectively. Coverages (RL 28.1A) S Minimum Scope of Insurance Coverage shall be at least as broad as: 1) Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). 2) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). 3) Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance (for sublessees with employees). 4) Property insurance against all risks of loss to any tenant improvements or betterments The policy or policies of insurance maintained by Sublessee shall provide the following limits and coverages: POLICY MINIMUM LIMITS OF LIABILITY (1) Commercial General Liability $1,000,000 per each occurrence for bodily injury, personal injury and property damage (2) Automobile Liability $ 1,000,000 Combined Single Limit Including Owned, Hired and Non-Owned Automobiles (3) Workers’ Compensation Statutory Employers Liability $1,000,000 per accident for bodily injury or disease (4) Sublessee’s Property Insurance Sublessee shall procure and maintain property insurance coverage for: Page 2 (a) all office furniture, trade fixture, office equipment, merchandise, and all other items of Sublessee’s property in, on, at, or about the premises and the building, include property installed by, for, or at the expense of Sublessee; (b) all other improvements, betterments, alterations, and additions to the premises. Sublessee’s property insurance must fulfill the following requirements: (a) it must be written on the broadest available “all risk” policy form or an equivalent form acceptable City of Palo Alto, including earthquake sprinkler leakage. (b) for no less than ninety percent (90%) of the full replacement cost (new without deduction for depreciation) of the covered items and property; and (c) the amounts of coverage must meet any coinsurance requirements of the policy or policies. (RL 28.2) Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Sublessee shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Insurance shall be in full force and effect commencing on the first day of the term of this Sublease. Each insurance policy required by this Sublease shall: 1. Be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 2. Include a waiver of all rights of subrogation against the City and the members of the City Council and elective or appointive officers or employees, and each party shall indemnify the other against any loss or expense including reasonable attorney fees, resulting from the failure to obtain such waiver. 3. Name the City of Palo Alto as a loss payee on the property policy. 4. Provide that the City, its officers, officials, employees, agents and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the Sublessee; products and completed operations of the Sublessee; premises owned, occupied or used by the Sublessee; or automobiles owned, subleased, hired or borrowed by the Sublessee. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees, agents or volunteers. Page 3 5. Provide that for any claims related to this Sublease, the Sublessee's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of the Sublessee's insurance and shall not contribute with it. 6. Provide that any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers. 7. Provide that Sublessee's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 8. Sublessee agrees to promptly pay to City as Additional Rent, upon demand, the amount of any increase in the rate of insurance on the Premises or on any other part of Building that results by reason of Sublessee’s act(s) or Sublessee’s permitting certain activities to take place. Acceptability of Insurers All insurance policies shall be issued by California-admitted carriers having current A.M. Best's ratings of no lower than A-:VII. Page 1 EXHIBIT C SCOPE OF SERVICES FOR PROVIDERS OF EXTENDED CHILD CARE SERVICES AT PALO ALTO UNIFIED SCHOOL DISTRICT ELEMENTARY SCHOOL SITES FY 2011-2014 SERVICES: Under this Agreement, Palo Alto Community Child Care shall provide extended child care services to the child(ren) of families enrolled at the Addison, Barron Park, Duveneck, El Carmelo, Escondido, Fairmeadow, Hoover, Juana Briones, Ohlone, Palo Verde, and Walter Hays Elementary Schools, located on the Palo Alto Unified School District (PAUSD) property leased by the City of Palo Alto. Services shall be furnished as specified in this Exhibit C: Scope of Services for Providers of Extended Child Care Services at Palo Alto Unified School District Elementary School Sites. The extended child care program shall be limited to children currently enrolled in Grades Kindergarten through Grade Five (5) in the Palo Alto Unified School District schools and children (age K-5th Grade) whose parent is on staff of either PAUSD or the child care provider. PROGRAM GOALS: 1a. To offer affordable child care services to children of families enrolled in PAUSD Elementary schools; and 1b. Children (age K-5th grade) whose parent is on staff of either PAUSD or the child care provider. Eligibility for Extended Child Care Services: The extended child care program shall be limited to: a. Children currently enrolled in Grades Kindergarten through Grade Five (5) in the Palo Alto Unified School District (PAUSD) schools. b. Children (age K-5th grade) whose parent is on staff of either PAUSD or the child care provider. Priority for the Extended Child Care Services: Priority shall always be given to children currently enrolled in Grades Kindergarten through Grade Five (5) in the Palo Alto Unified School District (PAUSD) schools (see a. above). The number of children allowed in b. (above) shall not exceed 10% of the enrollment, unless first priority children (a. above) cannot fill available spaces. Priority children may not be wait-listed in favor of non-priority children enrolled beyond 10% capacity. Page 2 2. To provide working parents with access to licensed child care services year-round including PAUSD school holidays, school vacations, and staff development days. 3. To provide a quality program, which seeks to maintain, standards set forth by the National Association for the Education of Young Children (NAEYC) and/or the National School Age Care Alliance (NSACA). PROGRAM SPECIFICATIONS: 1. Program Schedule Services rendered shall include before-and after-school childcare for school age children in grades kindergarten through fifth grade. Before-school care shall be provided if such care is required by eight (8) or more children. Program schedule shall be operable daily throughout the year, including school holidays and vacation periods except for legal holidays, which are recognized by the City of Palo Alto as specified in Section 2.08.100 of the Palo Alto Municipal Code. a. Regular School Days The designated hours of operation for extended child care services on regular school days shall commence not earlier than 6:30 a.m. but not later than 7:00 a.m. and shall operate until the scheduled start of school at the site. The provider shall reopen at the earliest scheduled end of the school day and shall remain open until at least 6:00 p.m. but not later than 6:30 p.m. Regular school days are defined as Monday through Friday except legal holidays recognized by the City of Palo Alto, PAUSD school holidays, PAUSD school vacations, and PAUSD staff development days. It is understood that the provider shall have exclusive use of the site. When the site is not in use by the provider, the City, PAUSD, its agent or assigns, may use the site for academic curriculum or other City purposes. b. Legal Holidays Services shall be offered as outlined in this Exhibit C: Scope of Services for Extended Child Care Services at Palo Alto Unified School District Elementary School Sites” with the only exception being legal holidays recognized by the City of Palo Alto, as defined and specified in Section 2.08.100 of the Palo Alto Municipal Code. c. School Holidays The designated hours of operation for extended child care services on school holidays that are not recognized by the City of Palo Alto as specified in Section 2.08.100 of the Palo Alto Municipal Code (including winter and spring breaks and summer vacation) shall be 7:00 a.m. to 6:00 p.m. d. Consolidation of Services The provider may consolidate services with another licensed or legally exempt school age provider during school vacations and summer periods when enrollment is low. Programs Page 3 may close for the purpose of offering staff development or in-service training. All such closings are subject to approval by the City’s Project Manager which for purposes of this Agreement shall be the City Manager or designee. e. Other Uses The provider may use the contracted site(s) outside of the normal hours of operation for staff, parent, and/or student meetings. 2. Licensing and Exemptions The provider shall operate a school age child care program that is licensed by the California Department of Social Services, Community Care Licensing Division, unless the provider qualifies for exemption from licensure as stated in the general licensing requirements of Title 22 of the California Code of Regulations as promulgated by the Department of Social Services/Community Care Licensing Division. All licensed programs shall maintain a current non-ambulatory license. 3. Licensing Reports The provider shall forward to the City’s Project Manager, within ten (10) days of all licensing visits, copies of all licensing reports issued by the California Department of Social Services, Community Care Licensing Division. 4. Staffing Ratios and Requirements The provider shall meet or exceed the staffing ratios and requirements for school age children as specified in the licensing requirements of Title 22 of the California Code of Regulations: 1 teacher to 14 children 1 teacher and 1 aide to 28 children For any group over 28 and up to 42, 2 teachers plus 1 aide are required to be present and within eye contact of enrollees. For any group over 42, 2 teachers and 2 aides are mandated. Job descriptions shall be developed and maintained for all positions including staff employed on a substitute or temporary basis. 5. Health and Safety Standards The provider shall enforce health and safety standards that are consistent with state regulations and PAUSD policies and regulations in such areas as administration of medications, emergency information forms, and exclusion of sick children. The providers shall ensure that staff members receive ongoing training in the areas of basic first aid and cardiopulmonary resuscitation (CPR). 6. Emergency Preparedness The provider shall implement and follow emergency procedures and drills that are consistent with state laws and PAUSD elementary school site policies and regulations, and the Emergency Preparedness Plan for School Age Child Care Centers located at PAUSD Elementary School Sites. Compliance and implementation will be the responsibility of the provider and will be documented in the Emergency Preparedness Plan Notebook. The Page 4 provider shall ensure that staff members receive on going emergency preparedness training. The provider shall also, on an annual basis, inform the parents of enrolled children about the program’s policies and procedures regarding the Emergency Preparedness Plan. 7. Sign In/Sign Out Procedures The provider shall offer appropriate sign-in and sign-out procedures in accordance with state licensing requirements. 8. Staff Development The provider shall offer appropriate staff development activities on an ongoing basis, including staff training, in order to fully meet the child development needs of children enrolled in the program. 9. Written Schedules The provider shall at all times maintain a written schedule setting forth the operating hours and operating procedures for each required and optional use provided on or from the elementary school site. A fee schedule for prices charged for all services related to the required and optional uses set forth in this Contract shall be maintained. 10. Children with Special Needs The provider shall identify children with special needs at the time of enrollment to ensure adequate staffing levels. Children with special needs who require assistance during an emergency evacuation shall be accommodated. 11. Equipment and Supplies The provider shall assume responsibility for program implementation, and shall provide furniture, equipment, and supplies except as otherwise agreed upon with the City and PAUSD. 12. Collaboration with Local Agencies and Programs The provider shall coordinate with local agencies and programs to enable children to participate in extra-curricular activities including sports, scouts, recreational activities, and community service projects. The Provider shall seek to ensure collaboration with other agencies and programs in order to maximize access to existing services and to avoid duplication. 13. Waiting Lists The provider shall maintain a current waiting list when program is at licensed capacity and shall grant priority enrollment status to working parents and to non-ambulatory children when a non-ambulatory space becomes available. 14. Parent Advisory Committee The provider shall establish a parent advisory committee as needed for each PAUSD elementary school site. All interested parents shall be eligible for membership. Responsibilities of the parent advisory committee shall include representing parent concerns to the site director, the program director, and to the school site principal when appropriate, meeting with the City’s Project Manager to resolve issues that arise at the specific Page 5 elementary school site, participating in selection of new staff members, and participating in a Request For Proposals (RFP) process to provide input into the selection of a new provider when such a process is deemed appropriate by the City’s Project Manager. 15. Annual Parent Survey The provider shall conduct an annual parent survey utilizing forms provided by City. Results of the parent’s survey shall be made available to the Project Manager as part of the City’s annual site evaluation process. 16. Materials to be Kept on File The following materials will be submitted to the City’s Office of Human Servicesfor each contract period and resubmitted within the same period in the event of any changes. The Annual Financial Statement is due upon its completion. The remaining materials are due by September 30. Annual Financial Statement Calendar of days open and closed Operating Procedures and Policies (Parent Handbook) Licensing reports issued by the California Department of Social Services (within 10 days of visit) Summary sheet of annual parent evaluations Tuition schedule In addition to the above, the following materials shall be available at each Center for examination by the City’s Office of Human Services. Current operating license Completed and up to date copy of the Emergency Preparedness Plan for School Age Child Care Centers located at PAUSD Elementary School Sites. 17. Annual Site Evaluation The provider shall participate in an annual site evaluation conducted by the City’s Project Manager to determine that the program continues to satisfactorily meet the City’s requirements as stated in this Exhibit C – Scope of Services for Providers of Extended Child Care Services at Palo Alto Unified School District Elementary School Sites. 18. Reports to the City All correspondence relating to this Exhibit C: Scope of Services for Providers of Extended Child Care Services at Palo Alto Unified School District Elementary School Sites shall be sent to the following address: City of Palo Alto Office of Human Services 1305 Middlefield Road Palo Alto, CA 94301 PROVIDER QUALIFICATIONS, STATUS, AND DUTIES 1.1 PROVIDER represents and warrants that it has the expertise and professional Page 6 qualifications to furnish or cause to be furnished the Services. PROVIDER further represents and warrants that the project director and every individual charged with the performance of the Services under this Contract are duly licensed or certified by the State of California, to the extent such licensing or certification is required by law to perform the Services. 1.2 In reliance on the representation and warranty set forth in Section 1.1, CITY hires PROVIDER to perform, and PROVIDER covenants and agrees that it will furnish or cause to be furnished, the Services. 1.3 PROVIDER will assign a project director to have supervisory responsibility for the performance, progress, and execution of the Services. If circumstances or conditions subsequent to the execution of this Contract cause the substitution of the project director for any reason, the appointment of a substitute project director will be subject to the prior written approval of the project manager. 1.4 PROVIDER represents and warrants that it will: 1.4.1 Procure all permits and licenses, pay all charges and fees, and give all notices which may be necessary and incident to the due and lawful prosecution of the Services; 1.4.2 Keep itself fully informed of all existing and future Federal, State of California, and local laws, ordinances, regulations, orders, and decrees which may affect those engaged or employed under this Contract, any materials used in PROVIDER's performance under this Contract, or the performance of the Services; 1.4.3 At all times observe and comply with, and cause its employees and providers (and consultants), if any, who are assigned to the performance of this Contract to observe and comply with, the laws, ordinances, regulations, orders and decrees mentioned above; and 1.4.4 Report immediately to the project manager, in writing, any discrepancy or inconsistency it discovers in the laws, ordinances, regulations, orders, and decrees mentioned above in relation to any plans, drawings, specifications or provisions of this Contract. 1.5 PROVIDER will be responsible for employing or engaging all persons necessary to perform the Services. All contractors of PROVIDER will be deemed to be directly controlled and supervised by PROVIDER, which will be responsible for their performance. 1.6 PROVIDER shall ensure that all services offered under this CONTRACT shall be secular in nature. PROVIDER shall further ensure that it shall refrain from offering religious instruction, worship, or other religious activities while providing child care services, in accordance with the provision of the California and United States Constitution. FINANCIAL CONTROL RESPONSIBILITIES OF PROVIDER 1.1 PROVIDER shall establish and maintain a system of accounts that shall conform with generally accepted principles of accounting. Such system of accounts shall be subject to the review of the Deputy City Manager, Administrative Services and the City Auditor. 1.2 In support of its system of accounts, PROVIDER shall maintain complete and Page 7 accurate records of all financial transactions, including contracts, invoices, time cards, cash receipts, cancelled checks, and bank statements. Such records shall be preserved and made available upon request until the expiration of three (3) years following the termination of this CONTRACT. 1.3 Financial expense and revenue summary sheets for all of PROVIDER’s operations under this Contract shall be submitted by PROVIDER on an annual basis to CITY. 1.4 PROVIDER shall provide for an independent audit of its fiscal transactions, records and financial reports relating to its obligations under this Contract. The audit shall be completed every two years and shall be conducted by a certified public accountant according to generally accepted audit procedures. 1.5 Income to the program in the form of fees, direct contributions, fundraising, and any other form of monetary program support must be shown in the records of the fiscal PROVIDER in a manner acceptable to the Project manager and PROVIDER. 1.6 On reasonable notice, PROVIDER shall grant the project manager access to all records, data, statements, and reports, but excluding any confidential records of personnel and client reports which tend to identify specific individuals, for purposes of financial or operational audit or review of PROVIDER by CITY. PROVIDER shall permit CITY to audit, at any reasonable time during the term of this CONTRACT and for three (3) years thereafter, PROVIDER’s records pertaining to matters covered by this CONTRACT. PROVIDER further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this CONTRACT. COST OF SERVICES OFFERED BY PROVIDER 1.1 The PROVIDER shall at all times maintain a written schedule setting forth operating hours and operating procedures for each required and optional use provided on or from the PREMISES. A schedule of prices charged for all services related to the required and optional use of this CONTRACT shall be maintained. Upon written request, PROVIDER shall furnish the project manager a copy of the schedules and procedures. Should the project manager decide that any part of these schedules or procedures is not justified with regard to fairly satisfying the needs of the public, , upon written notice from the project manager, the PROVIDER shall meet and confer to attempt to address the issue. This meeting may focus on the following data: (1) The degree of public service involved in the sale of services; (2) The market prices charged by other competing and/or comparable businesses; and (3) The degree to which salaries and benefits are at a commensurate level that ensures a quality program which minimizes staff turnover. Page i of ii SUBLEASE AGREEMENT FOR EXTENDED CHILD CARE SERVICES AT PALO ALTO UNIFIED SCHOOL DISTRICT ELEMENTARY SCHOOL SITES BETWEEN CITY OF PALO ALTO AND CHILDREN’S CREATIVE LEARNING CENTER, INC. TABLE OF CONTENTS SUBLEASE PROVISIONS 1. PREMISES........................................................................................................................ 1 2. TERM................................................................................................................................. 2 3. RENT. ................................................................................................................................ 2 4. LIMITATION OF SUBLEASEHOLD........................................................................... 3 5. USE OF PROPERTY....................................................................................................... 3 6. HAZARDOUS MATERIALS.......................................................................................... 4 7. UTILITIES AND OPERATING EXPENSES................................................................ 6 8. TAXES............................................................................................................................... 6 9. MAINTENANCE.............................................................................................................. 7 10. CONSTRUCTION BY SUBLESSEE.............................................................................. 8 11. ALTERATIONS BY SUBLESSEE............................................................................... 10 12. HOLD HARMLESS/INDEMNIFICATION................................................................ 10 13. DAMAGE, DESTRUCTION AND TERMINATION................................................. 10 14. SIGNS............................................................................................................................... 12 15. ASSIGNMENT AND SUBLETTING........................................................................... 12 16. DEFAULTS; REMEDIES.............................................................................................. 12 17. INTEREST ON PAST-DUE OBLIGATIONS............................................................. 14 18. HOLDING OVER........................................................................................................... 14 19. CITY’S ACCESS............................................................................................................ 14 20. INSURANCE................................................................................................................... 15 21. RESERVATION OF AVIGATIONAL EASEMENT................................................. 15 22. EMINENT DOMAIN. .................................................................................................... 16 23. POST-ACQUISITION TENANCY............................................................................... 16 24. DISPUTE RESOLUTION.............................................................................................. 17 Page ii of ii 25. NON-LIABILITY OF OFFICIALS AND EMPLOYEES OF THE CITY............... 17 26. NON-DISCRIMINATION........................................................ ……………………….18 27. INDEPENDENT CONTRACTOR................................................................................ 17 28. CONFLICT OF INTEREST.......................................................................................... 18 29. MEMORANDUM OF SUBLEASE............................................................................... 18 30. ESTOPPEL CERTIFICATE......................................................................................... 18 31. LIENS............................................................................................................................... 18 32. VACATING..................................................................................................................... 18 33. ABANDONMENT. ......................................................................................................... 18 34. NOTICES......................................................................................................................... 19 35. TIME................................................................................................................................ 19 36. AMENDMENTS............................................................................................................. 20 37. SIGNING AUTHORITY................................................................................................ 20 38. CAPTIONS...................................................................................................................... 20 39. SURRENDER OF SUBLEASE NOT MERGER......................................................... 20 40. INTEGRATED DOCUMENT....................................................................................... 20 41. WAIVER.......................................................................................................................... 20 42. INTERPRETATIONS.................................................................................................... 20 43. SEVERABILITY CLAUSE........................................................................................... 21 44. GOVERNING LAW....................................................................................................... 21 45. VENUE............................................................................................................................. 21 46. COMPLIANCE WITH LAWS...................................................................................... 21 47. BROKERS....................................................................................................................... 21 48. ATTACHMENTS TO SUBLEASE............................................................................... 21 EXHIBITS A DESCRIPTION OF SUBJECT PROPERTY .................................................................... 1 B STANDARD INSURANCE REQUIREMENTS................................................................ 1 C SCOPE OF REQUIRED CHILDCARE SERVICES........................................................ 1 1 SUBLEASE AGREEMENT FOR EXTENDED CHILD CARE SERVICES AT PALO ALTO UNIFIED SCHOOL DISTRICT ELEMENTARY SCHOOL SITES BETWEEN CITY OF PALO ALTO AND CHILDREN’S CREATIVE LEARNING CENTER, INC. This Sublease agreement (herein "Sublease") is made and entered into this _____ day of __________, 2011, by and between the City of Palo Alto, a California chartered municipal corporation (herein "City") and Children’s Creative Learning Center, Inc., a California corporation, (herein "Sublessee" or “Contract”). City and Sublessee may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Sublease." The City Manager serves as Contract Administrator for this Sublease on behalf of the City Council. RECITALS A. These recitals are a substantive portion of this Sublease. B. Effective January 1, 1990, City and the Palo Alto Unified School District (District) entered into a Sublease and Covenant Not to Develop (Master Sublease). The Master Sublease provides in part, that the District furnish space at various elementary school sites to be used for the purpose of providing child care services. The space provided shall meet the State standards for licensing and have all the utility connections in place except telephone. C. Space has been provided by the District at various Palo Alto Elementary School Sites (Sites). City desires to Sublease the space to Sublessee for child care services. D. Sublessee desires to Sublease said space for the purpose of providing child care services. Now, therefore, in consideration of these recitals and the following covenants, terms, and conditions, Sublessee and City mutually agree as follows: SUBLEASE PROVISIONS 1. PREMISES. City hereby subleases to Sublessee, certain real property located in the City of Palo Alto, County of Santa Clara, State of California, at various Palo Alto Elementary School Sites (herein the "Property") and more particularly described in Exhibit A attached hereto and incorporated herein by reference. Unless specifically provided, Sublessee accepts the Property “as-is” on the date of execution of this Sublease. Sublessee may use common areas, walkways, parking lots, restrooms and open space areas in common with other tenants and users of the site. Sublessee acknowledges that the site meets the State requirements for State Licensing or as an Exempt Provider according to the general licensing requirements of Title 22 of the California Codes 2 of Regulations as promulgated by the Department of Social Services. Sublessee shall notify City’s Child Care Coordinator immediately if a site no longer qualifies for State Licensing as a child care facility. 2. TERM. 2.1 Original Term. The term of this Sublease shall commence upon the execution of this Sublease ("Delivery Date") and end on December 31, 2014. Sublessee shall, at the expiration of the term of this sublease, or upon its earlier termination, surrender the Property in as good condition as it is now at the date of this sublease, subject to reasonable wear and tear. 2.2 Early Termination by City. If City in its sole discretion determines that it requires the Property for any public purpose, City may terminate this Sublease upon sixty (60) days written notice, in which event Sublessee shall have no further obligations under this Lease or Exhibit C hereto, except that Paragraph 12 (Indemnification) shall survive termination. 3. RENT. 3.1 Base Rent. The rent to be paid by Sublessee shall be in the amount identified on Exhibit A, per site, per month without deduction or offset. Rent shall be payable on the first day of each and every month commencing on the Delivery Date, at a place (or places) as may be designated in writing from time to time by City. 3.2 Annual Increase. During the Term of this Sublease, the Base Rent shall be increased effective on each anniversary of the Delivery Date. The sum shall be adjusted annually resulting in a compound rate of increase. Sublease payments are to be adjusted based on the State of California Department of Industrial Relations, Division of Labor Statistics and Research’s Consumer Price Index, All Urban Consumers, All Items, San Francisco-Oakland- San Jose, California. The index for the quarter ending just prior to this sublease date is established as the base index. Percentage and adjustments to the original sublease payments shall be as indicated by percentage changes in said index. 3.3 Late Charge. Sublessee acknowledges late payment of rent will cause City to incur costs not contemplated by this Sublease, the exact amount of such costs being extremely difficult and impracticable to fix. Such costs include, without limitation, processing, accounting and late charges that may be imposed on City. Therefore, if City does not receive any installment of rent due from Sublessee postmarked within ten (10) days after the date such rent is due, Sublessee shall pay to City an additional sum of five percent (5%) of the overdue rent as a late charge. The parties agree this late charge represents a fair and reasonable estimate of the costs City will incur by reason of late payment by Sublessee. Acceptance of any late charge shall not constitute a waiver of Sublessee’s default with respect to the overdue amount, nor prevent City from exercising any of the other rights and remedies available to City. 3.4 Rent Payment Procedures. Sublessee’s obligation to pay rent shall commence upon 3 the commencement of this Sublease. If the term commences or terminates on a date other than the first of any month, monthly rent for the first and last month of this Sublease shall be prorated based on a 30-day month. Rent payments shall be delivered to City’s Revenue Collections Division, 250 Hamilton Avenue, PO Box 10250, Palo Alto, CA 94303. The designated place of payment may be changed at any time by City upon ten (10) days’ written notice to Sublessee. Sublessee specifically agrees that acceptance of any late or incorrect rentals submitted by Sublessee shall not constitute an acquiescence or waiver by City and shall not prevent City from enforcing Section 3.3 (Late Charge) or any other remedy provided in this Sublease. Acceptance of rent shall not constitute approval of any unauthorized subsublease or use, nor constitute a waiver of any non-monetary breach. Payments shall be effective upon receipt. City may apply any payment received from Sublessee at any time against any obligation due and owing by Sublessee under this Sublease, regardless of any statement appearing on or referred to in any remittance from Sublessee or any prior application of such payments. 3.5 Partial Payment. The receipt by City of a partial payment of any amount due to City endorsed as payment in full will be deemed to be a partial payment only. City may accept and deposit said check without prejudice to its right to recover the balance. Any endorsements or statements on the check or any letter accompanying the check shall not be deemed an accord and/or satisfaction. Sublessee's obligation (without prior notice or demands) to pay rent and all other amounts due hereunder shall be absolute and unconditional, and not subject to any abatement, set off, defense, recoupment or reduction. 4. LIMITATION OF THE SUBLEASEHOLD. This Sublease and the rights and privileges granted Sublessee in and to the Premises are subject to all covenants, conditions, restrictions, and physical or legal encumbrances, including but not limited to those listed out in Exhibit A. Nothing contained in this Sublease or in any document related hereto shall be construed to imply the conveyance to Sublessee of rights in the Premises which exceed those owned by City. 5. USE OF PROPERTY. 5.1 Required and Permitted Uses. Throughout the term of this Sublease, Sublessee shall provide child care related uses, services and activities as set forth in Exhibit C which is attached and incorporated by reference. Premises may not be used for any other purposes without City's prior written consent, which consent may be withheld in the sole and absolute discretion of the City. 5.2 Prohibited Uses. Sublessee shall not use Premises for any purpose not expressly permitted hereunder. Sublessee shall not create, cause, maintain or permit any nuisance or waste in, on, or about the Premises, or permit or allow the Premises to be used for any unlawful or immoral purpose. Sublessee shall not do or permit to be done anything in any manner which unreasonably disturbs the users of the City Property or the occupants of neighboring property. Specifically, and without limiting the above, Sublessee agrees not to cause any unreasonable odor, noise, vibration, power emission, or other item to emanate from the Premises. No materials or articles of any nature shall be permanently stored outside 4 upon any portion of the Premises, unless approved in writing by the City. Sublessee will not use Property in a manner that increases the risk of fire, cost of fire insurance or improvements thereon. No unauthorized sign or placard shall be painted, inscribed or placed in or on said Property; and no tree or shrub thereon shall be destroyed or removed or other waste committed of said Property. No motorcycles, automobiles or other mechanical means of transportation shall be placed or stored anywhere on the Property except for the parking lot. No repair, overhaul or modification of any motor vehicle shall take place on the Property or the street in front of said Property. Sublessee, at his/her expense, shall keep the Property in as good condition as it was at the beginning of the terms hereof, except damage occasioned by ordinary wear and tear, and except damage to the roof, sidewalks and underground plumbing and casualty. 5.3 Condition, Use of Premises. City makes no warranty or representation of any kind concerning the condition of the Premises, or the fitness of the Premises for the use intended by Sublessee, and hereby disclaims any personal knowledge with respect thereto, it being expressly understood by the parties that Sublessee has personally inspected the Premises, knows its condition, finds it fit for Sublessee’s intended use, accepts it as is, and has ascertained that it can be used exclusively for the limited purposes specified in Section 5.1. 6. HAZARDOUS MATERIALS. 6.1 Hazardous Materials Defined. The term “Hazardous Material(s)” shall mean any toxic or hazardous substance, material or waste or any pollutant or contaminant, or infectious or radioactive material, including but not limited to, those substances, materials, or wastes regulated now or in the future under any of the following statutes or regulations and any and all of those substances included within the definitions of “hazardous substances,” “hazardous waste,” “hazardous chemical substance or mixture,” “imminently hazardous chemical substance or mixture,” “toxic substances,” “hazardous air pollutant,” “toxic pollutant” or “solid waste” in the (a) CERCLA or Superfund as amended by SARA, 42 U.S.C. Sec. 9601 et seq., (b) RCRA, 42 U.S.C. Sec. 6901 et seq., (c) CWA., 33 U.S.C. Sec. 1251 et seq., (d) CAA, 42 U.S.C. 78401 et seq., (e) TSCA, 15 U.S.C. Sec. 2601 et seq., (f) The Refuse Act of 1899, 33 U.S.C. Sec. 407, (g) OSHA, 29 U.S.C. 651 et seq. (h) Hazardous Materials Transportation Act, 49 U.S.C. Sec. 1801 et seq., (i) USDOT Table (40 CFR Part 302 and amendments) or the EPA Table (40 CFR Part 302 and amendments), (j) California Superfund, Cal. Health & Safety Code Sec. 25300 et seq., (k) Cal. Hazardous Waste Control Act, Cal. Health & Safety Code Section 25100 et seq., (l) Porter-Cologne Act, Cal. Water Code Sec. 13000 et seq., (m) Hazardous Waste Disposal Land Use Law, Cal. Health & Safety Code Sec. 25220 et seq., (n) Proposition 65, Cal. Health and Safety Code Sec. 25249.5 et seq., (o) Hazardous Substances Underground Storage Tank Law, Cal. Health & Safety Code Sec. 25280 et seq., (p) California Hazardous Substance Act, Cal. Health & Safety Code Sec. 28740 et seq., (q) Air Resources Law, Cal. Health & Safety Code Sec. 39000 et seq., (r) Hazardous Materials Resublease Response Plans and Inventory, Cal. Health & Safety Code Secs. 25500-25541, (s) TCPA, Cal. Health and Safety Code Secs. 25208 et seq., and (t) regulations promulgated pursuant to said laws or any replacement thereof, or as similar terms are defined in the federal, state and local laws, statutes, regulations, orders or rules. Hazardous Materials shall also mean any and all other substances, materials, and wastes which are, or in the future become, regulated under 5 applicable local, state or federal law for the protection of health or the environment, or which are classified as hazardous or toxic substances, materials or wastes, pollutants or contaminants, as defined, listed or regulated by any federal, state or local law, regulation or order or by common law decision, including without limitation: (i) trichloroethylene, tetracholoethylene, perchloroethylene and other chlorinated solvents; (ii) any petroleum products or fractions thereof; (iii) asbestos, (iv) polychlorinated biphenyls; (v) flammable explosives; (vi) urea formaldehyde; and, (vii) radioactive materials and waste. 6.2. Compliance with Laws. Sublessee shall not cause or permit any Hazardous Material (as defined below) to be brought upon, kept or used in or about the Premises or Project by Sublessee, its agents, employees, contractors or invitees. 6.3 Termination of Sublease. City shall have the right to terminate the Sublease in City’s sole and absolute discretion in the event that: (i) any anticipated use of the Premises by Sublessee involves the generation or storage, use, treatment, disposal, or resublease of Hazardous Material in a manner or for a purpose prohibited or regulated by any governmental agency, authority, or Hazardous Materials Laws; (ii) Sublessee has been required by any lender or governmental authority to take remedial action in connection with Hazardous Material contaminating the Premises, if the contamination resulted from Sublessee’s action or use of the Premises; or (iii) Sublessee is subject to an enforcement order issued by any governmental authority in connection with the resublease, use, disposal, or storage of a Hazardous Material on the Premises. 6.4 Assignment and Subletting. It shall not be unreasonable for City to withhold its consent to an assignment or subletting to such proposed assignee or subsublessee if: (i) any anticipated use of the Premises by any proposed assignee or subsublessee involves the generation or storage, use, treatment, disposal, or resublease of Hazardous Material in a manner or for any purpose; (ii) the proposed assignee or subsublessees has been required by any prior landlord, lender, or governmental authority to take remedial action in connection with Hazardous Material contaminating a property, if the contamination resulted from such party’s action or use of the property in question; or, (iii) the proposed assignee or subsublessee is subject to an enforcement order issued by any governmental authority in connection with the resublease, use, disposal or storage of a Hazardous Material. 6.5 Hazardous Materials Indemnity. Sublessee shall indemnify, defend (by counsel reasonably acceptable to City), protect, and hold Landlord harmless from and against any and all claims, liabilities, penalties, forfeitures, losses, and/or expenses, including without limitation, diminution in value of the Premises, damages for the loss or restriction on use of the rentable or usable space or of any amenity of the Premises, damages arising from any adverse impact or marketing of the Premises and sums paid in settlement of claims, response costs, cleanup costs, site assessment costs, attorneys’ fees, consultant and expert fees, judgments, administrative rulings or orders, fines, costs of death of or injury to any person, or damage to any property whatsoever (including, without limitation, groundwater, sewer systems, and atmosphere), to the extent arising from, caused, or resulting, either prior to or during the Sublease Term, in whole or in part, directly or indirectly, by the presence or discharge in, on, under, or about the Premises by Sublessee, Sublessee’s agents, employees, 6 licensees, or invitees or at Sublessee’s direction, of Hazardous Material, or by Sublessee’s failure to comply with any Hazardous Materials Law, whether knowingly or by strict liability. For purposes of the indemnity provided herein, any acts or omissions of Sublessee or its employees, agents, customers, subsublessees, assignees, contractors, or subcontractors of Sublessee (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Sublessee. Sublessee’s indemnification obligations shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary Hazardous Materials management plan, investigation, repairs, cleanup or detoxification or decontamination of the Premises, and the presence and implementation of any closure, remedial action or other required plans, and shall survive the expiration of or early termination of the Sublease Term. 6.6 City’s Right to Perform Tests. At any time prior to the expiration of the Sublease Term, City shall have the right to enter upon the Premises at reasonable times with at least 24 hours notice in order to conduct tests of water and soil. 7. UTILITIES AND OPERATING EXPENSES. City shall furnish to the Property reasonable quantities of gas, electricity, water, sewer and refuse collections services as required for Sublessee’s use, and Sublessee shall pay the cost for such Utilities. However, as separate meters are not provided for these services and it would be uneconomical to separately meter these services, Sublessee agrees to pay to City $.23/per square foot, per site, per month, an estimate of Sublessee’s consumption for these utilities. The monthly utility amount is set forth in Exhibit A hereto and shall be remitted by Sublessee to City at the same time as the Rent payments are due under Section 3. Sublessee shall provide and pay for any telephone equipment or services at the Premises. If City is required to construct new or additional utility installations, including, without limitation, wiring, plumbing, conduits, and mains, resulting from Sublessee’s special requirements, Sublessee shall on demand pay to City the total cost of such items or pay and contract for such installations directly. 8. TAXES. 8.1 Real Property Taxes Defined. The term “real property taxes” as used herein shall mean all taxes (including possessory interest taxes), assessments, levies and other charges, general and special, foreseen and unforeseen, now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed against or with respect to: (i) value, occupancy, use or possession of the Premises and/or the Improvements; (ii) any improvements, fixtures, equipment and other real or personal property of Sublessee that are an integral part of the Premises; or, (iii) use of the Premises, Improvements public utilities or energy within the Premises. The term “real property taxes” shall also mean all charges, levies or fees imposed by reason of environmental regulation or other governmental control of the premises and/or the Improvements, new or altered excise, transaction, sales, privilege, assessment, or other taxes or charges now or hereafter imposed upon City as a result of this Sublease, and all costs and fees (including attorneys’ fees) incurred by City in contesting any 7 real property taxes and in negotiating with public authorities as to any real property taxes affecting the Premises. If any real property taxes are based upon property or rents unrelated to the Premises and/or the Improvements, then only that part of such tax that is fairly allocable to the Premises and/or the Improvements, as determined by City, on the basis of the assessor’s worksheets or other available information, shall be included within the meaning of the term “real property taxes.” 8.2 Payment of Real Property Taxes. Sublessee shall pay Sublessee’s share of all real property taxes (as defined in Section 8.1 above) which become due and payable to City on or before the later of ten (10) days prior to the delinquency thereof or thirty (30) days after the date on which Sublessee receives a copy of the tax bill and notice of City’s determination hereunder. Sublessee’s liability to pay real property taxes shall be prorated on the basis of a three hundred sixty-five (365) day year to account for any fraction or portion of a tax year included in the Sublease term at the commencement or expiration of the Sublease. 8.3 Revenue and Taxation Code. Sublessee specifically acknowledges it is familiar with section 107.6 of the California Revenue and Taxation Code. Sublessee realizes that a possessory interest subject to property taxes may be created, agrees to pay any such tax, and hereby waives any rights Sublessee may have under said California Revenue and Taxation Code section 107.6. 8.4 Personal Property Taxes. Sublessee shall pay before delinquent, or if requested by City, reimburse City for, any and all taxes, fees, and assessments associated with the Property, the personal property contained in the premises and other taxes, fees, and assessments regarding any activities which take place at the Property. Sublessee recognizes and understands in accepting this Sublease that its interest therein may be subject to a possible possessory interest tax that City or County may impose on such interest and that such tax payment shall not reduce any rent due City hereunder and any such tax shall be the liability of and be paid by Sublessee. 9. MAINTENANCE. 9.1 City and Sublessee Responsibilities. City shall be responsible for the maintenance and repair of the structure located on the Premises and main support systems not exclusively serving the Premises, including roof repair, electrical system repair, exterior painting and structural repairs. However, in the event that the estimated cost of repairs exceeds fifty percent (50%) of the expected remaining future income to City under this Sublease, City may decide not to make such repairs. In the event City decides not to make such repairs, and if Sublessee chooses not to make such necessary repairs, this agreement shall immediately terminate and Sublessee shall forthwith vacate the Premises. City’s decision shall be given to Sublessee in writing within sixty (60) working days from the occurrence of the damage. Sublessee shall not be granted relief from rent or be given other consideration if and when City performs maintenance and repair obligations as required herein. Sublessee at Sublessee’s expense, shall perform all maintenance and repairs, including but not limited to: plumbing, painting, light bulb and ballast replacement, window glass replacement, floor treatment, drapery and carpet cleaning, door and window hardware 8 replacement, space heater or any other Sublessee installed heating/air conditioning system, interior pest control and any special security devices. Sublessee shall provide janitorial service to the Premises and shall clean the windows inside and outside as needed. Sublessee shall keep the Premises and all improvements thereto in first-class order, repair, and condition, and shall keep the Premises in a safe, clean, wholesome, and sanitary condition to the complete satisfaction of City, and in compliance with all applicable laws, throughout the term of this Sublease. In addition, Sublessee shall maintain, at Sublessee’s expense, all equipment, furnishings and trade fixtures upon the Premises required for the maintenance and operation of a first-class business of the type to be conducted pursuant to this Sublease. Sublessee further agrees to provide approved containers for trash, garbage and recycling and to keep the Premises free and clear of rubbish, litter and recyclable materials. City shall have the right to enter upon and inspect the Premises at reasonable times upon 24 hours written notice for cleanliness and safety. Notwithstanding the above provisions, except as provided in Section 13 of this Lease, Sublessee shall be responsible for damage or repair to the Premises or any of its support systems resulting from Sublessee’s use of the Premises and not occasioned by normal wear and tear, including plumbing and glass breakage. Sublessee shall designate in writing to City an on-site representative who shall be responsible for the day-to-day operation and level of maintenance, cleanliness and general order. 9.2 Waiver of Civil Code. Sublessee expressly waives the benefit of any statute now or hereinafter in effect, including the provisions of sections 1941 and 1942 of the Civil Code of California, which would otherwise afford Sublessee the right to make repairs at City’s expense or to terminate this Sublease because of City’s failure to keep Premises in good order, condition and repair. Sublessee further agrees that if and when any repairs, alterations, additions or betterments shall be made by Sublessee as required by this paragraph, Sublessee shall promptly pay for all labor done or materials furnished and shall keep the Premises free and clear of any lien or encumbrance of any kind whatsoever. If Sublessee fails to make any repairs or perform any maintenance work for which Sublessee is responsible within a reasonable time (as determined by the City Manager in the City Manager’s reasonable discretion) after demand by the City, City shall have the right, but not the obligation, to make the repairs at Sublessee’s expense; within ten (10) days of receipt of a bill, Sublessee shall reimburse City for the cost of such repairs, including a fifteen percent (15%) administrative overhead fee. The making of such repairs or performance of maintenance by City shall in no event be construed as a waiver of the duty of Sublessee to make repairs or perform maintenance as provided in this Section. 9.3 Maintenance of Common Areas. City shall maintain or cause to be maintained, including repair and replacement as necessary, the following common areas serving the Premises and other premises: landscaping, parking lots and walkways. 10. CONSTRUCTION BY SUBLESSEE. 10. 1 Construction Standards. All design and construction performed by or on behalf of Sublessee shall conform to the approved plans, specifications, construction and architectural standards approved by the City Council if required by Palo Alto ordinances or procedures or 9 otherwise by the City Manager. Once the work is begun, Sublessee shall with reasonable diligence prosecute all construction to completion. All work shall be performed in a good and workmanlike manner, shall substantially comply with any plans and specifications approved by City and shall comply with all applicable governmental permits, laws, ordinances and regulations, and shall meet all other requirements contained in this Sublease. 10.2 Cost of Improvements. Sublessee shall pay all costs for construction done or caused to be done by Sublessee on the Premises as permitted or required by this Sublease. Sublessee shall keep the Premises free and clear of all claims and liens resulting from construction done by or for Sublessee. Promptly after completion of construction, Sublessee shall provide to the City Manager a statement of the reasonable and actual costs of construction for the initial improvements, which statement shall be certified as to accuracy and signed by Sublessee under penalty of perjury. 10.3 Ownership of Improvements. All improvements constructed, erected, or installed upon the Premises must be free and clear of all liens, claims, or liability for labor or material and shall become the property of City, at its election, upon expiration or earlier termination of this sublease and upon City's election, shall remain upon the Premises upon termination of this Sublease. Title to all equipment, furniture, furnishings, and trade fixtures placed by Sublessee upon the Premises shall remain in Sublessee, and replacements, substitutions and modifications thereof may be made by Sublessee throughout the term of this Sublease. Sublessee may remove such fixtures and furnishings upon termination of this Sublease if Sublessee is not then in default under this Sublease, provided that Sublessee shall repair to the satisfaction of City any damage to the Premises and improvements caused by such removal and provided that usual and customary lighting, plumbing and heating fixtures shall remain upon the Premises upon termination of this Sublease. 10.4 Indemnity for Claims Arising Out of Construction. Sublessee shall defend and indemnify City against all claims, liabilities, and losses of any type arising out of work performed on the Premises by Sublessee, together with reasonable attorneys' fees and all costs and expenses reasonably incurred by City in negotiating, settling, defending or otherwise protecting against such claims. 10.5 Assurance of Completion. Prior to commencement of any construction or alteration expected to cost more than $5000.00, Sublessee shall furnish the City Manager evidence that assures City that sufficient monies will be available to complete the proposed work. The amount of such assurance shall be at least the total estimated construction cost. Evidence of such assurance shall take one of the forms set out below and shall guarantee Sublessee’s full and faithful performance of all of the terms, covenants, and conditions of this Sublease: A. Completion Bond; B. Performance, labor and material bonds, supplied by Sublessee’s contractor or contractors, provided the bonds are issued jointly to Sublessee and City; C. Irrevocable letter of credit from a financial institution; or D. Any combination of the above. All bonds and letters of credit must be issued by a company qualified to do business in the 10 State of California and be acceptable to the City Manager. All bonds and letters of credit shall be in a form acceptable to the City Manager, and shall insure faithful and full observance and performance by Sublessee of all of the terms, conditions, covenants, and agreements relating to the construction of improvements or alterations in accordance with this Sublease. 10.6 As Built Plans. Sublessee shall provide the City Manager with a complete set of reproducible “as built plans” reflecting actual construction within or upon the Premises upon completion of any: (i) new construction; (ii) structural alterations; or, (iii) non-structural alterations costing more than $25,000. 11. ALTERATIONS BY SUBLESSEE Sublessee shall not make any alterations or improvements to the Premises without obtaining the prior written consent of the City Manager. Sublessee may, at any time and at its sole expense, install and place business fixtures and equipment within the Premises, provided such fixtures and installation have been reviewed and approved by the City Manager. Prior to commencement of any work, Sublessee shall pay the amount of any increase in premiums on insurance policies provided for herein because of endorsements to be made covering the risk during the course of the work and shall pay for any and all permits which may be required. 12. HOLD HARMLESS/INDEMNIFICATION. 12.1 Indemnification. To the extent permitted by law, Sublessee agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, agents, volunteers, and employees from and against any claim, injury, liability, loss, cost, and/or expense or damage, however same may be caused, except to the extent caused by a party seeking indemnification under this paragraph, including all costs and reasonable attorney's fees in providing a defense to any claim arising therefrom for which City shall become legally liable arising from Sublessee's, its officers’ agents’ subcontractors’ or employees’ negligent, reckless, willful, or wrongful acts, errors, or omissions, or conduct for which applicable law may impose strict liability on Sublessee, with respect to or in any way connected with this Sublease or in connection with Sublessee’s performance of or failure to perform its obligations under this Contract, including but not limited to Exhibit C.. Sublessee shall give City immediate notice of any claim or liability hereby indemnified against. This indemnity shall be in addition to the Hazardous Materials indemnity contained in this Sublease and shall survive shall survive the expiration of or early termination of the Sublease Term. 12.2 Waiver of Claims. Sublessee waives any claims against City for injury to Sublessee’s business or any loss of income therefrom, for damage to Sublessee’s property, or for injury or death of any person in or about the Premises or the City Property, from any cause whatsoever, except to the extent caused by City’s active negligence or willful misconduct. 13. DAMAGE, DESTRUCTION AND TERMINATION. 13.1 Nontermination and Nonabatement. Except as provided herein, no destruction or 11 damage to the Premises by fire, windstorm or other casualty, whether insured or uninsured, shall entitle Sublessee to terminate this Sublease. City and Sublessee waive the provisions of any statutes which relate to termination of a sublease when subleased property is destroyed and agree that such event shall be governed by the terms of this Sublease. 13.2 Force Majeure. Prevention, delay or stoppage due to strikes, lockouts, labor disputes, Acts of God, inability to obtain labor, inability to obtain materials or reasonable substitutes, governmental restrictions, governmental regulation, governmental controls, judicial orders, enemy or hostile governmental actions, civil commotion, fire or other casualty, and other causes beyond the reasonable control of Sublessee (financial inability excepted), shall excuse the performance by Sublessee for a period equal to the prevention, delay, or stoppage, except the obligations imposed with regard to rent to be paid by Sublessee pursuant to this Sublease. In the event any work performed by Sublessee or Sublessee’s contractors results in a strike, lockout, and/or labor dispute, the strike, lockout, and/or labor dispute shall not excuse the performance by Sublessee of the provisions of this Sublease. 13.3 Restoration of Premises by Sublessee. 13.3.1 Destruction Due to Risk Covered by Insurance. If, during the term, the Premises are totally or partially destroyed from a risk covered by the insurance described in Section 20 (Insurance), rendering the Premises totally or partially inaccessible or unusable, Sublessee shall restore the Premises to substantially the same condition as it was in immediately before destruction. Such destruction shall not terminate this Sublease. If the laws existing at that time do not permit the restoration, either party can terminate this Sublease immediately by giving notice to the other party. If the cost of the Restoration exceeds the amount of proceeds received from the insurance required under Section 20 (Insurance), City or Sublessee can elect to terminate this Sublease by giving notice to the other party within thirty (30) days after determining that the restoration cost will exceed the insurance proceeds. In the case of destruction to the Premises only, if City elects to terminate this Sublease, Sublessee, within thirty (30) days after receiving City’s notice to terminate, can elect to pay to City, at the time Sublessee notifies City of its election, the difference between the amount of insurance proceeds and the cost of restoration, in which case City shall restore the Premises. City shall give Sublessee satisfactory evidence that all sums contributed by Sublessee as provided in this paragraph have been expended by City in paying the cost of restoration. If City elects to terminate this Sublease, and Sublessee does not elect to contribute toward the cost of restoration as provided in this section, this Sublease shall terminate. 13.3.2 Destruction Due to Risk Not Covered by Insurance. If, during the term, the Premises are totally or partially destroyed from a risk not covered by the 12 insurance described in Section 20 (Insurance), rendering the Premises totally or partially inaccessible or unusable, this Lease shall terminate.. 13.3.3 Extent of City’s Obligation to Restore. If City is required or elects to restore the Premises as provided in this section, City shall not be required to restore alterations made by Sublessee, Sublessee's improvements, Sublessee's trade fixtures, and Sublessee's personal property, such excluded items being the sole responsibility of Sublessee to restore. City shall have no obligation to restore, replace or compensate Sublessee for any loss of Sublessee’s improvements, trade fixtures or personal property in the event of partial damage to Premises due to floor or ceiling water leaks, electrical damage, fire damage or smoke damage. 14. SIGNS. Sublessee shall not place, construct, maintain, or allow any signs upon the Premises without prior written consent of City, which consent shall not be unreasonably withheld. All signs must comply with the City’s Sign Ordinance unless exempt therefrom. 15. ASSIGNMENT AND SUBLETTING. 15.1 Assignment & Subletting Prohibited. The parties acknowledge that City has relied on the unique background, character and capabilities of Sublessee in entering into this Sublease or in establishing the rent payable under this Sublease. Consequently, Sublessee shall not, either voluntarily or by operation of law, assign, transfer, mortgage, pledge, hypothecate or encumber this Sublease or any interest herein, or any right or privilege appurtenant hereto, or allow any other person (the employees, agents and invitees of Sublessee excepted) to occupy or use the Premises, or any portion thereof. Any purported assignment or subletting shall be void, and shall, at the option of the City, constitute a default under this Sublease. 15.2 Exclusions from Assignment Limitation. For purposes of this section, each of the following shall not be deemed an assignment subject to the provisions hereof: (i) if Sublessee is a partnership or joint venture, a withdrawal, addition, or change (voluntary, involuntary, by operation of law, or otherwise) of any of the partners or venturers thereof; (ii) if Sublessee is a limited liability company, a withdrawal, addition, or change (voluntary, involuntary, by operation of law, or otherwise) of any of the members or managers thereof; (iii) if Sublessee is composed of more than one person, a purported assignment or transfer (voluntary or involuntary, by operation of law, or otherwise) from one thereof to the other or others thereof; (iv) if Sublessee is a corporation, a change in the ownership (voluntary or involuntary, by operation of law, or otherwise) of 25% or more of its capital stock or members (or, in the case of a nonprofit corporation without members, of 25% or more or its directors). 16. DEFAULTS; REMEDIES. 13 16.1 Defaults. The occurrence of any one or more of the following events shall constitute a material default, or breach of this Sublease, by Sublessee: 16.1.1 Abandonment of the Premises by Sublessee as defined by California Civil Code section 1951.3; 16.1.2 Failure by Sublessee to make any payment of rent or any other payment required to be made by Sublessee hereunder, as provided in this Sublease, where such failure shall continue for a period of ten (10) business days after written notice thereof from City to Sublessee. In the event City serves Sublessee with a Notice to Pay Rent or Quit pursuant to applicable Unlawful Detainer statutes, such Notice to Pay Rent or Quit shall also constitute the notice required by this subparagraph; 16.1.3 Failure by Sublessee to observe or perform any of the covenants, conditions or provisions of this Sublease in any material respect where such failure shall continue for a period of thirty (30) days after written notice thereof from City to Sublessee; provided, however, that if the nature of Sublessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Sublessee shall not be deemed to be in default if Sublessee commenced such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion; 16.1.4 Making by Sublessee of any general arrangement or assignment for the benefit of creditors; Sublessee’s becoming a “debtor” as defined in 11 U.S.C. §101 or any successor statute thereto (unless, in the case of a petition filed against Sublessee, the same is dismissed within sixty (60) days); the appointment of a bankruptcy trustee or receiver to take possession of all or substantially all of Sublessee’s assets located at or on the Premises or of Sublessee’s interest in this Sublease where possession is not restored to Sublessee within thirty (30) days; or the attachment, execution or other judicial seizure of all or substantially all of Sublessee’s assets located at or on the Premises or of Sublessee’s interest in this Sublease, where such seizure is not discharged within thirty (30) days. 16.2 Remedies. In the event of any material default or breach by Sublessee, City may at any time thereafter, following any notice required by statute, and without limiting City in the exercise of any right or remedy which City may have by reason of such default or breach: 16.2.1 Terminate Sublessee’s right to possession of the Premises by any lawful means, in which case this Sublease shall terminate and Sublessee shall immediately surrender possession of the Premises and Improvements to City. In such event, City shall be entitled to recover from Sublessee all damages incurred by City by reason of Sublessee’s default including but not limited to: the cost of recovering possession of the Premises and Improvements; expenses of reletting, including necessary renovation and alteration of the Premises and Improvements; reasonable attorneys’ fees; the worth at the time of the award of the unpaid rent that had been earned at the time of termination of this Sublease and the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of such award exceeds the amount of such rental loss for the same period that Sublessee proves 14 could be reasonably avoided. 16.2.2 Maintain Sublessee’s right to possession, in which case this Sublease shall continue in effect whether or not Sublessee shall have abandoned the Premises. In such event, City shall be entitled to enforce all of City’s rights and remedies under this Sublease, including the right to recover rent and other payments as they become due hereunder. 16.2.3 Pursue any other remedy now or hereafter available to City under the laws or judicial decisions of the State of California. City shall have all remedies provided by law and equity. 16.3 No Relief from Forfeiture After Default. Sublessee waives all rights of redemption or relief from forfeiture under California Code of Civil Procedure sections 1174 and 1179, and any other present or future law, in the event Sublessee is evicted or City otherwise lawfully takes possession of the Premises by reason of any default or breach of this Sublease by Sublessee. 16.4 Disposition of Abandoned Personal Property. If the Sublessee fails to remove any personal property belonging to Sublessee from the Premises after forty-five (45) days of the expiration or termination of this Sublease, such property shall at the option of City be deemed to have been transferred to City. City shall have the right to remove and to dispose of such property without liability to Sublessee or to any person claiming under Sublessee, and the City shall have no need to account for such property. 17. INTEREST ON PAST-DUE OBLIGATIONS. Except as expressly provided herein, any amount due City when not paid when due shall bear interest at the lesser of ten percent (10%) per year or the maximum rate then allowable by law from the date due. 18. HOLDING OVER. If Sublessee remains in possession of the Premises or any part thereof after the expiration of the term or option term hereof, such occupancy shall be a tenancy from month to month with all the obligations of this Sublease applicable to Sublessee and at City's prevailing monthly rate of rent for the Property at the time of expiration. The rent under a month-to-month tenancy is subject to increase on thirty (30) days prior written notice from City. Nothing contained in this Sublease shall give to Sublessee the right to occupy the Property after the expiration of the term, or upon an earlier termination for breach. 19. CITY’S ACCESS. 19.1 Access for Inspection. City and City’s agents shall have the right to enter the Premises at reasonable times, upon not less than twenty-four (24) hours prior notice to Sublessee, for the purpose of inspecting same, showing same to prospective purchasers, lenders or sublessees, and making such alterations, repairs, improvements, or additions to the Premises 15 as City may deem necessary. City may at any time place on or about the Premises any ordinary “For Sale” signs and City may at any time during the last one hundred twenty (120) days of the term hereof place on or about the Premises any ordinary “For Sublease” signs, all without rebate of rent or liability to Sublessee. 19.2 Security Measures. City shall have the right to require a reasonable security system, device, operation, or plan be installed and implemented to protect the Premises or the Improvements. Should City, in its sole discretion, require Sublessee to install such a security system, Sublessee agrees to bear the sole cost and expense of any security system, device, operation or plan and the installation and implementation thereof. Sublessee shall obtain City’s prior approval before installing, implementing or changing any City approved security system, device, operation or plan. 19.3 New Locks. Sublessee may install new locks on all exterior doors. Sublessee shall advise City of such action and shall provide City with keys to said locks. Sublessee shall also deliver to City the old locks with keys. Upon termination, Sublessee shall leave new locks that shall become the property of City. 20. INSURANCE. Sublessee's responsibility for the Property begins immediately upon delivery and Sublessee, at its sole cost and expense, and at no cost to City, shall purchase and maintain in full force and effect during the entire term of this Sublease insurance coverage in amounts and in a form as set forth in Exhibit B attached hereto and incorporated herein by reference. Said policies shall be maintained with respect to Sublessee’s employees, if any, and all vehicles operated on the Premises. The policies shall include the required endorsements, certificates of insurance and coverage verifications as described in Exhibit B. Sublessee also agrees to secure renter's liability insurance. Sublessee shall deposit with the City Manager, on or before the effective date of this Sublease, certificates of insurance necessary to satisfy City that the insurance provisions of this Sublease have been complied with, and to keep such insurance in effect and the certificates therefore on deposit with City during the entire term of this Sublease. Should Sublessee not provide evidence of such required coverage at least three (3) days prior to the expiration of any existing insurance coverage, City may purchase such insurance, on behalf of and at the expense of Sublessee to provide six months of coverage. The procuring of such required policy or policies of insurance shall not be construed to limit Sublessee’s liability hereunder nor to fulfill the indemnification provision and requirements of this Sublease. Notwithstanding the policy or policies of insurance, to the extent agreed to in other sections of this Lease, Sublessee shall be obligated for the full and total amount of any damage, injury, or loss caused by or connected with this Sublease or with use or occupancy of the Premises. 21. RESERVATION OF AVIGATIONAL EASEMENT. City hereby reserves for the use and benefits of the public, a right of avigation over the Premises for the passage of aircraft landing at, taking off, or operating from the adjacent airport operated by the County of Santa Clara. Sublessee resubleases the City from all liability for noise, vibration, and any 16 other related nuisance. 22. EMINENT DOMAIN. 22.1 If all or any part of the Premises (or the building in which the Premises are located) is condemned by a public entity in the lawful exercise of its power of eminent domain, this Sublease shall cease as to the part condemned. The date of such termination shall be the effective date of possession of the whole or part of the Premises by the condemning public entity. 22.2 If only a part is condemned and the condemnation of that part does not substantially impair the capacity of the remainder to be used for the purposes required by this Sublease, Sublessee shall continue to be bound by the terms, covenants, and conditions of this Sublease. However, the then monthly rent shall be reduced in proportion to the diminution in value of the Premises. If the condemnation of a part of the Premises substantially impairs the capacity of the remainder to be used for the purposes required by this Sublease, Sublessee may: A. Terminate this Sublease and thereby be absolved of obligations under this Sublease which have not accrued as of the date of possession by the condemning public entity; or B. Continue to occupy the remaining Premises and thereby continue to be bound by the terms, covenants and conditions of this Sublease. If Sublessee elects to continue in possession of the remainder of the Premises, the monthly rent shall be reduced in proportion to the diminution in value of the Premises. C. Sublessee shall provide City with written notice advising City of Sublessee’s choice within thirty (30) days of possession of the part condemned by the condemning public entity. 22.3 City shall be entitled to and shall receive all compensation related to the condemnation, except that Sublessee shall be entitled to: (a) that portion of the compensation which represents the value for the remainder of the Sublease term of any Sublessee-constructed improvements taken by the condemning public entity, which amount shall not exceed the actual cost of such improvements reduced in proportion to the relationship of the remaining Sublease term to the original Sublease term, using a straight line approach; and (b) any amount specifically designated as a moving allowance or as compensation for Sublessee’s personal property. Sublessee shall have no claim against Landlord for the value of any unexpired term of this Sublease. 23. POST-ACQUISITION TENANCY. Sublessee hereby acknowledges that Sublessee was not an occupant of the Premises at the time the Premises were acquired by City. Sublessee further understands and agrees that as a post-acquisition Sublessee, Sublessee is not eligible and furthermore waives all claims for relocation assistance and benefits under federal, state or local law. 17 24. DISPUTE RESOLUTION. 24.1 Unless otherwise mutually agreed to, any controversies between Sublessee and City regarding the construction or application of this Sublease, and claims arising out of this Sublease or its breach shall be submitted to mediation within thirty (30) days of the written request of one Party after the service of that request on the other Party. 24.2 The Parties may agree on one mediator. If they cannot agree on one mediator, the Party demanding mediation shall request the Superior Court of Santa Clara County to appoint a mediator. The mediation meeting shall not exceed one day (eight (8) hours). The Parties may agree to extend the time allowed for mediation under this Sublease. 24.3 The costs of mediation shall be borne by the Parties equally. 24.4 Mediation under this section is a condition precedent to filing an action in any court. In the event of litigation arising out of any dispute related to this Sublease, the Parties shall each pay their respective attorney's fees, expert witness costs and cost of suit, regardless of the outcome of the litigation. 25. NON-LIABILITY OF OFFICIALS AND EMPLOYEES OF THE CITY. No official or employee of City shall be personally liable for any default or liability under this agreement. 26. NON-DISCRIMINATION 26.1 Non-discrimination in Sublease Activities. Sublessee agrees that in the performance of this Sublease and in connection with all of the activities Sublessee conducts on the Premises, it shall not discriminate against any employee or person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. Sublessee acknowledges that is familiar with the provisions set forth in Section 2.30.510 of the Palo Alto Municipal Code relating to nondiscrimination in employment and Section 9.73 of the Palo Alto Municipal Code relating to City policy against arbitrary discrimination. 26.2 Human Rights Policy. In connection with all activities that are conducted upon the Premises, Sublessee agrees to accept and enforce the statements of policy set forth in Section 9.73.010 which provides: “It is the policy of the City of Palo Alto to affirm, support and protect the human rights of every person within its jurisdiction. These rights include, but are not limited to, equal economic, political, and educational opportunity; equal accommodations in all business establishments in the city; and equal service and protection by all public agencies of the city.” 27. INDEPENDENT CONTRACTOR. It is agreed that Sublessee shall act and be an independent contractor and not an agent nor employee of City. 18 28. CONFLICT OF INTEREST. Sublessee shall at all times avoid conflict of interest or appearance of conflict of interest in performance of this agreement. Sublessee warrants and covenants that no official or employee of City nor any business entity in which any official or employee of City is interested: (1) has been employed or retained to solicit or aid in the procuring of this agreement; or (2) will be employed in the performance of this agreement without the divulgence of such fact to City. In the event that City determines that the employment of any such official, employee or business entity is not compatible with such official's or employee's duties as an official or employee of City, Sublessee upon request of City shall immediately terminate such employment. Violation of this provision constitutes a serious breach of this Sublease and City may terminate this Sublease as a result of such violation. 29. MEMORANDUM OF SUBLEASE. Following execution of this Sublease, either party, at its sole expense, shall be entitled to record a Memorandum of Sublease in the official records of Santa Clara County. Upon termination or expiration of this Sublease, Sublessee shall execute and record a quitclaim deed as to its subleasehold interest. 30. ESTOPPEL CERTIFICATE. Sublessee shall, from time to time, upon at least thirty (30) days prior written notice from City, execute, acknowledge and deliver to City a statement in writing: (i) certifying this Sublease is unmodified and in full force and effect, or, if modified, stating the nature of the modification and certifying that the Sublease, as modified, is in full force and effect, and the date to which the rental and other charges, if any, have been paid; and, (ii) acknowledging that there are not to Sublessee’s knowledge, any defaults, or stating if any defaults are claimed, any statement may be relied upon by any prospective purchaser or encumbrancer of the City Property. 31. LIENS. Sublessee agrees at its sole cost and expense to keep the Property free and clear of any and all claims, levies, liens, encumbrances or attachments caused by or resulting from Sublessee’s acts or failure to act. 32. VACATING. Upon termination of the tenancy, Sublessee shall completely vacate the Property, including the removal of any and all of its property. Before departure, Sublessee shall return keys and personal property listed on the inventory to City in good, clean and sanitary condition, reasonable wear and tear excepted. Sublessee shall allow City to inspect the Property to verify the condition of the Property and its contents. 33. ABANDONMENT. Sublessee's absence from the Property for three (3) consecutive days, without prior notice, during 19 which time rent or other charges are delinquent, shall be deemed abandonment of the Property. Such abandonment will be deemed cause for immediate termination without notice. City shall thereupon be authorized to enter and take possession and to remove and dispose of the property of Sublessee or its guests without any liability whatsoever to City. 34. NOTICES. All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows: City of Palo Alto Donna Hartman 250 Hamilton Avenue Palo Alto, CA 94301 Facsimile: 650-323-1741 City of Palo Alto Office of Human Services 1305 Middlefield Road Palo Alto, CA 94301 And to Sublessee addressed as follows: Children’s Creative Learning Center, Inc. 650 NE Holladay Street, Suite 1400 Portland, OR 97232 Facsimile: 888-589-1239 And copy to: Knowledge Universe Education, LLC 650 NE Holladay Street, Suite 1400 Portland, OR 97232 Notices may be served upon Sublessee in person, by first class mail, or by certified mail whether or not said mailing is accepted by Sublessee. If notice is sent via facsimile, a signed, hard copy of the material shall also be mailed. The workday the facsimile was sent shall control the date notice was deemed given if there is a facsimile machine generated document on the date of transmission. A facsimile transmitted after 1:00 p.m. on a Friday shall be deemed to have been transmitted on the following Monday. These addresses shall be used for service of process. 35. TIME. Time shall be of the essence in this Sublease. 20 36. AMENDMENTS. It is mutually agreed that no oral Subleases have been entered into and that no alteration or variation of the terms of this Sublease shall be valid unless made in writing and signed by the Parties to this Sublease. 37. SIGNING AUTHORITY. If this Sublease is not signed by all Sublessees named herein, the person actually signing warrants that he/she has the authority to sign for the others. 38. CAPTIONS. The captions of the various sections, paragraphs and subparagraphs of this Sublease are for convenience only and shall not be considered or referred to in resolving questions of interpretation. 39. SURRENDER OF SUBLEASE NOT MERGER. The voluntary or other surrender of this sublease by Sublessee, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of City, terminate all or any existing subsubleases or subtenancies, or may, at the option of City, operate as an assignment of any and all such subsubleases or subtenancies. 40. INTEGRATED DOCUMENT. This Sublease, including any exhibits attached hereto, embodies the entire agreement between City and Sublessee. No other understanding, agreements, conversations or otherwise, with any officer, agent or employee of City prior to execution of this Sublease shall affect or modify any of the terms or obligations contained in any documents comprising this Sublease. Any such verbal agreement shall be considered as unofficial information and in no way binding upon City. All agreements with City are subject to approval of the City Council before City shall be bound thereby. 41. WAIVER. Waiver by City of one or more conditions of performance or any breach of a condition under this Sublease shall not be construed as a waiver of any other condition of performance or subsequent breaches. The subsequent acceptance by a Party of the performance of any obligation or duty by another Party shall not be deemed to be a waiver of any term or condition of this Sublease. The exercise of any remedy, right, option or privilege hereunder by City shall not preclude City from exercising the same or any and all other remedies, rights, options and privileges hereunder and City's failure to exercise any remedy, right, option or privilege at law or equity, or otherwise which City may have, shall not be construed as a waiver. 42. INTERPRETATIONS. In construing or interpreting this Sublease, the word "or" shall not be construed as exclusive and the word "including" shall not be limiting. The Parties agree that this Sublease shall be fairly 21 interpreted in accordance with its terms without any strict construction in favor of or against any other Party. 43. SEVERABILITY CLAUSE. If any provision of this Sublease is held to be illegal, invalid or unenforceable in full or in part, for any reason, then such provision shall be modified to the minimum extent necessary to make the provision legal, valid and enforceable, and the other provisions of this Sublease shall not be affected thereby. 44. GOVERNING LAW. This Sublease shall be governed and construed in accordance with the statutes and laws of the State of California. 45. VENUE. In the event that suit shall be brought by any Party to this Sublease, the Parties agree that venue shall be exclusively vested in the state courts of the County of Santa Clara. 46. COMPLIANCE WITH LAWS. The Parties hereto shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local governments in the performance of their rights, duties and obligations under this Sublease. 47. BROKERS. Each party represents that is has not had dealings with any real estate broker, finder, or other person, with respect to this sublease in any manner. Each Party shall hold harmless the other party from all damages resulting from any claims that may be asserted against the other party by any broker, finder, or other person with whom the Indemnifying Party has or purportedly has dealt. 48. ATTACHMENTS TO SUBLEASE. The following exhibits are attached to and made a part of this Agreement: “A” – Description of Premises and Rents “B” – Standard Insurance Requirements “C” – Scope of Required Childcare Services 1 EXHIBIT A DESCRIPTION OF PREMISES AND RENTS BASE YEAR MONTHLY BLENDED MONTHLY MONTHLY PAUSD SITE TRAILER# OR ID# RENT SQ. FT UTILITY RATE UTILITIES TOTAL ANNUALIZED 1. Nixon Daycare $468.00 1440 x $0.23 $331.20 $799.00 $9,588.00 * See attached map for graphic description of Premises. Note that the site location may change from time to time pursuant to Section 5 of the Lease and Covenant Not to Develop between the City of Palo Alto and the Palo Alto Unified School District dated September 1, 1989. 9/27/2011 2 1 EXHIBIT B STANDARD INSURANCE REQUIREMENTS Insurance Requirements for Sublessee: Sublessee shall purchase and maintain the insurance policies set forth below on all of its operations under this Sublease at its sole cost and expense. Such policies shall be maintained for the full term of this Sublease and the related warranty period (if applicable). For purposes of the insurance policies required under this Sublease, the term "City" shall include the duly elected or appointed council members, commissioners, officers, agents, employees and volunteers of the City of Palo Alto, California, individually or collectively. Coverages (RL 28.1A) S Minimum Scope of Insurance Coverage shall be at least as broad as: 1) Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). 2) Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). 3) Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance (for sublessees with employees). 4) Property insurance against all risks of loss to any tenant improvements or betterments The policy or policies of insurance maintained by Sublessee shall provide the following limits and coverages: POLICY MINIMUM LIMITS OF LIABILITY (1) Commercial General Liability $1,000,000 per each occurrence for bodily injury, personal injury and property damage (2) Automobile Liability $ 1,000,000 Combined Single Limit Including Owned, Hired and Non-Owned Automobiles (3) Workers’ Compensation Statutory Employers Liability $1,000,000 per accident for bodily injury or disease (4) Sublessee’s Property Insurance Sublessee shall procure and maintain property insurance coverage for: (a) all office furniture, trade fixture, office equipment, merchandise, 2 and all other items of Sublessee’s property in, on, at, or about the premises and the building, include property installed by, for, or at the expense of Sublessee; (b) all other improvements, betterments, alterations, and additions to the premises. Sublessee’s property insurance must fulfill the following requirements: (a) it must be written on the broadest available “all risk” policy form or an equivalent form acceptable City of Palo Alto, including earthquake sprinkler leakage. (b) for no less than ninety percent (90%) of the full replacement cost (new without deduction for depreciation) of the covered items and property; and (c) the amounts of coverage must meet any coinsurance requirements of the policy or policies. (RL 28.2) Deductibles and Self-Insured Retentions Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Sublessee shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Insurance shall be in full force and effect commencing on the first day of the term of this Sublease. Each insurance policy required by this Sublease shall: 1. Be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. 2. Include a waiver of all rights of subrogation against the City and the members of the City Council and elective or appointive officers or employees, and each party shall indemnify the other against any loss or expense including reasonable attorney fees, resulting from the failure to obtain such waiver. 3. Name the City of Palo Alto as a loss payee on the property policy. 4. Provide that the City, its officers, officials, employees, agents and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the Sublessee; products and completed operations of the Sublessee; premises owned, occupied or used by the Sublessee; or automobiles owned, subleased, hired or borrowed by the Sublessee. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees, agents or volunteers. 3 5. Provide that for any claims related to this Sublease, the Sublessee's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of the Sublessee's insurance and shall not contribute with it. 6. Provide that any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers. 7. Provide that Sublessee's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 8. Sublessee agrees to promptly pay to City as Additional Rent, upon demand, the amount of any increase in the rate of insurance on the Premises or on any other part of Building that results by reason of Sublessee’s act(s) or Sublessee’s permitting certain activities to take place. Acceptability of Insurers All insurance policies shall be issued by California-admitted carriers having current A.M. Best's ratings of no lower than A-:VII. 1 EXHIBIT C SCOPE OF SERVICES FOR PROVIDERS OF EXTENDED CHILD CARE SERVICES AT PALO ALTO UNIFIED SCHOOL DISTRICT ELEMENTARY SCHOOL SITES FY 2011-2014 SERVICES: Under this Agreement, Palo Alto Community Child Care shall provide extended child care services to the child(ren) of families enrolled at the Addison, Barron Park, Duveneck, El Carmelo, Escondido, Fairmeadow, Hoover, Juana Briones, Ohlone, Palo Verde, and Walter Hays Elementary Schools, located on the Palo Alto Unified School District (PAUSD) property leased by the City of Palo Alto. Services shall be furnished as specified in this Exhibit C: Scope of Services for Providers of Extended Child Care Services at Palo Alto Unified School District Elementary School Sites. The extended child care program shall be limited to children currently enrolled in Grades Kindergarten through Grade Five (5) in the Palo Alto Unified School District schools and children (age K-5th Grade) whose parent is on staff of either PAUSD or the child care provider. PROGRAM GOALS: 1a. To offer affordable child care services to children of families enrolled in PAUSD Elementary schools; and 1b. Children (age K-5th grade) whose parent is on staff of either PAUSD or the child care provider. Eligibility for Extended Child Care Services: The extended child care program shall be limited to: a. Children currently enrolled in Grades Kindergarten through Grade Five (5) in the Palo Alto Unified School District (PAUSD) schools. b. Children (age K-5th grade) whose parent is on staff of either PAUSD or the child care provider. Priority for the Extended Child Care Services: Priority shall always be given to children currently enrolled in Grades Kindergarten through Grade Five (5) in the Palo Alto Unified School District (PAUSD) schools (see a. above). The number of children allowed in b. (above) shall not exceed 10% of the enrollment, unless first priority children (a. above) cannot fill available spaces. Priority children may not be wait-listed in favor of non-priority children enrolled beyond 10% capacity. 2 2. To provide working parents with access to licensed child care services year-round including PAUSD school holidays, school vacations, and staff development days. 3. To provide a quality program, which seeks to maintain, standards set forth by the National Association for the Education of Young Children (NAEYC) and/or the National School Age Care Alliance (NSACA). PROGRAM SPECIFICATIONS: 1. Program Schedule Services rendered shall include before-and after-school childcare for school age children in grades kindergarten through fifth grade. Before-school care shall be provided if such care is required by eight (8) or more children. Program schedule shall be operable daily throughout the year, including school holidays and vacation periods except for legal holidays, which are recognized by the City of Palo Alto as specified in Section 2.08.100 of the Palo Alto Municipal Code. a. Regular School Days The designated hours of operation for extended child care services on regular school days shall commence not earlier than 6:30 a.m. but not later than 7:00 a.m. and shall operate until the scheduled start of school at the site. The provider shall reopen at the earliest scheduled end of the school day and shall remain open until at least 6:00 p.m. but not later than 6:30 p.m. Regular school days are defined as Monday through Friday except legal holidays recognized by the City of Palo Alto, PAUSD school holidays, PAUSD school vacations, and PAUSD staff development days. It is understood that the provider shall have exclusive use of the site. When the site is not in use by the provider, the City, PAUSD, its agent or assigns, may use the site for academic curriculum or other City purposes. b. Legal Holidays Services shall be offered as outlined in this Exhibit C: Scope of Services for Extended Child Care Services at Palo Alto Unified School District Elementary School Sites” with the only exception being legal holidays recognized by the City of Palo Alto, as defined and specified in Section 2.08.100 of the Palo Alto Municipal Code. c. School Holidays The designated hours of operation for extended child care services on school holidays that are not recognized by the City of Palo Alto as specified in Section 2.08.100 of the Palo Alto Municipal Code (including winter and spring breaks and summer vacation) shall be 7:00 a.m. to 6:00 p.m. d. Consolidation of Services The provider may consolidate services with another licensed or legally exempt school age provider during school vacations and summer periods when enrollment is low. Programs 3 may close for the purpose of offering staff development or in-service training. All such closings are subject to approval by the City’s Project Manager which for purposes of this Agreement shall be the City Manager or designee. e. Other Uses The provider may use the contracted site(s) outside of the normal hours of operation for staff, parent, and/or student meetings. 2. Licensing and Exemptions The provider shall operate a school age child care program that is licensed by the California Department of Social Services, Community Care Licensing Division, unless the provider qualifies for exemption from licensure as stated in the general licensing requirements of Title 22 of the California Code of Regulations as promulgated by the Department of Social Services/Community Care Licensing Division. All licensed programs shall maintain a current non-ambulatory license. 3. Licensing Reports The provider shall forward to the City’s Project Manager, within ten (10) days of all licensing visits, copies of all licensing reports issued by the California Department of Social Services, Community Care Licensing Division. 4. Staffing Ratios and Requirements The provider shall meet or exceed the staffing ratios and requirements for school age children as specified in the licensing requirements of Title 22 of the California Code of Regulations: 1 teacher to 14 children 1 teacher and 1 aide to 28 children For any group over 28 and up to 42, 2 teachers plus 1 aide are required to be present and within eye contact of enrollees. For any group over 42, 2 teachers and 2 aides are mandated. Job descriptions shall be developed and maintained for all positions including staff employed on a substitute or temporary basis. 5. Health and Safety Standards The provider shall enforce health and safety standards that are consistent with state regulations and PAUSD policies and regulations in such areas as administration of medications, emergency information forms, and exclusion of sick children. The providers shall ensure that staff members receive ongoing training in the areas of basic first aid and cardiopulmonary resuscitation (CPR). 6. Emergency Preparedness The provider shall implement and follow emergency procedures and drills that are consistent with state laws and PAUSD elementary school site policies and regulations, and the Emergency Preparedness Plan for School Age Child Care Centers located at PAUSD Elementary School Sites. Compliance and implementation will be the responsibility of the provider and will be documented in the Emergency Preparedness Plan Notebook. The 4 provider shall ensure that staff members receive on going emergency preparedness training. The provider shall also, on an annual basis, inform the parents of enrolled children about the program’s policies and procedures regarding the Emergency Preparedness Plan. 7. Sign In/Sign Out Procedures The provider shall offer appropriate sign-in and sign-out procedures in accordance with state licensing requirements. 8. Staff Development The provider shall offer appropriate staff development activities on an ongoing basis, including staff training, in order to fully meet the child development needs of children enrolled in the program. 9. Written Schedules The provider shall at all times maintain a written schedule setting forth the operating hours and operating procedures for each required and optional use provided on or from the elementary school site. A fee schedule for prices charged for all services related to the required and optional uses set forth in this Contract shall be maintained. 10. Children with Special Needs The provider shall identify children with special needs at the time of enrollment to ensure adequate staffing levels. Children with special needs who require assistance during an emergency evacuation shall be accommodated. 11. Equipment and Supplies The provider shall assume responsibility for program implementation, and shall provide furniture, equipment, and supplies except as otherwise agreed upon with the City and PAUSD. 12. Collaboration with Local Agencies and Programs The provider shall coordinate with local agencies and programs to enable children to participate in extra-curricular activities including sports, scouts, recreational activities, and community service projects. The Provider shall seek to ensure collaboration with other agencies and programs in order to maximize access to existing services and to avoid duplication. 13. Waiting Lists The provider shall maintain a current waiting list when program is at licensed capacity and shall grant priority enrollment status to working parents and to non-ambulatory children when a non-ambulatory space becomes available. 14. Parent Advisory Committee The provider shall establish a parent advisory committee as needed for each PAUSD elementary school site. All interested parents shall be eligible for membership. Responsibilities of the parent advisory committee shall include representing parent concerns to the site director, the program director, and to the school site principal when appropriate, meeting with the City’s Project Manager to resolve issues that arise at the specific 5 elementary school site, participating in selection of new staff members, and participating in a Request For Proposals (RFP) process to provide input into the selection of a new provider when such a process is deemed appropriate by the City’s Project Manager. 15. Annual Parent Survey The provider shall conduct an annual parent survey utilizing forms provided by City. Results of the parent’s survey shall be made available to the Project Manager as part of the City’s annual site evaluation process. 16. Materials to be Kept on File The following materials will be submitted to the City’s Office of Human Servicesfor each contract period and resubmitted within the same period in the event of any changes. The Annual Financial Statement is due upon its completion. The remaining materials are due by September 30. Annual Financial Statement Calendar of days open and closed Operating Procedures and Policies (Parent Handbook) Licensing reports issued by the California Department of Social Services (within 10 days of visit) Summary sheet of annual parent evaluations Tuition schedule In addition to the above, the following materials shall be available at each Center for examination by the City’s Office of Human Services. Current operating license Completed and up to date copy of the Emergency Preparedness Plan for School Age Child Care Centers located at PAUSD Elementary School Sites. 17. Annual Site Evaluation The provider shall participate in an annual site evaluation conducted by the City’s Project Manager to determine that the program continues to satisfactorily meet the City’s requirements as stated in this Exhibit C – Scope of Services for Providers of Extended Child Care Services at Palo Alto Unified School District Elementary School Sites. 18. Reports to the City All correspondence relating to this Exhibit C: Scope of Services for Providers of Extended Child Care Services at Palo Alto Unified School District Elementary School Sites shall be sent to the following address: City of Palo Alto Office of Human Services 1305 Middlefield Road Palo Alto, CA 94301 PROVIDER QUALIFICATIONS, STATUS, AND DUTIES 1.1 PROVIDER represents and warrants that it has the expertise and professional 6 qualifications to furnish or cause to be furnished the Services. PROVIDER further represents and warrants that the project director and every individual charged with the performance of the Services under this Contract are duly licensed or certified by the State of California, to the extent such licensing or certification is required by law to perform the Services. 1.2 In reliance on the representation and warranty set forth in Section 1.1, CITY hires PROVIDER to perform, and PROVIDER covenants and agrees that it will furnish or cause to be furnished, the Services. 1.3 PROVIDER will assign a project director to have supervisory responsibility for the performance, progress, and execution of the Services. If circumstances or conditions subsequent to the execution of this Contract cause the substitution of the project director for any reason, the appointment of a substitute project director will be subject to the prior written approval of the project manager. 1.4 PROVIDER represents and warrants that it will: 1.4.1 Procure all permits and licenses, pay all charges and fees, and give all notices which may be necessary and incident to the due and lawful prosecution of the Services; 1.4.2 Keep itself fully informed of all existing and future Federal, State of California, and local laws, ordinances, regulations, orders, and decrees which may affect those engaged or employed under this Contract, any materials used in PROVIDER's performance under this Contract, or the performance of the Services; 1.4.3 At all times observe and comply with, and cause its employees and providers (and consultants), if any, who are assigned to the performance of this Contract to observe and comply with, the laws, ordinances, regulations, orders and decrees mentioned above; and 1.4.4 Report immediately to the project manager, in writing, any discrepancy or inconsistency it discovers in the laws, ordinances, regulations, orders, and decrees mentioned above in relation to any plans, drawings, specifications or provisions of this Contract. 1.5 PROVIDER will be responsible for employing or engaging all persons necessary to perform the Services. All contractors of PROVIDER will be deemed to be directly controlled and supervised by PROVIDER, which will be responsible for their performance. 1.6 PROVIDER shall ensure that all services offered under this CONTRACT shall be secular in nature. PROVIDER shall further ensure that it shall refrain from offering religious instruction, worship, or other religious activities while providing child care services, in accordance with the provision of the California and United States Constitution. FINANCIAL CONTROL RESPONSIBILITIES OF PROVIDER 1.1 PROVIDER shall establish and maintain a system of accounts that shall conform with generally accepted principles of accounting. Such system of accounts shall be subject to the review of the Deputy City Manager, Administrative Services and the City Auditor. 1.2 In support of its system of accounts, PROVIDER shall maintain complete and 7 accurate records of all financial transactions, including contracts, invoices, time cards, cash receipts, cancelled checks, and bank statements. Such records shall be preserved and made available upon request until the expiration of three (3) years following the termination of this CONTRACT. 1.3 Financial expense and revenue summary sheets for all of PROVIDER’s operations under this Contract shall be submitted by PROVIDER on an annual basis to CITY. 1.4 PROVIDER shall provide for an independent audit of its fiscal transactions, records and financial reports relating to its obligations under this Contract. The audit shall be completed every two years and shall be conducted by a certified public accountant according to generally accepted audit procedures. 1.5 Income to the program in the form of fees, direct contributions, fundraising, and any other form of monetary program support must be shown in the records of the fiscal PROVIDER in a manner acceptable to the Project manager and PROVIDER. 1.6 On reasonable notice, PROVIDER shall grant the project manager access to all records, data, statements, and reports, but excluding any confidential records of personnel and client reports which tend to identify specific individuals, for purposes of financial or operational audit or review of PROVIDER by CITY. PROVIDER shall permit CITY to audit, at any reasonable time during the term of this CONTRACT and for three (3) years thereafter, PROVIDER’s records pertaining to matters covered by this CONTRACT. PROVIDER further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this CONTRACT. COST OF SERVICES OFFERED BY PROVIDER 1.1 The PROVIDER shall at all times maintain a written schedule setting forth operating hours and operating procedures for each required and optional use provided on or from the PREMISES. A schedule of prices charged for all services related to the required and optional use of this CONTRACT shall be maintained. Upon written request, PROVIDER shall furnish the project manager a copy of the schedules and procedures. Should the project manager decide that any part of these schedules or procedures is not justified with regard to fairly satisfying the needs of the public, , upon written notice from the project manager, the PROVIDER shall meet and confer to attempt to address the issue. This meeting may focus on the following data: (1) The degree of public service involved in the sale of services; (2) The market prices charged by other competing and/or comparable businesses; and (3) The degree to which salaries and benefits are at a commensurate level that ensures a quality program which minimizes staff turnover. City of Palo Alto (ID # 2002) City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/17/2011 October 17, 2011 Page 1 of 2 (ID # 2002) Summary Title: Hewlett-Packard Support Services Title: Approval of Contract for Hewlett-Packard Software Maintenance Support Services for the City of Palo Alto Hewlett-Packard Computer Systems. From:City Manager Lead Department: IT Department Recommendation Staff recommends that the City Council: 1.Approve and Authorize the City Manager or his designee to execute the attached contract with Hewlett-Packard Company in the amount of $455,173.80, for software maintenance services in support of the UNIX and MPE computer servers. 2.Authorize the City Manager to extend the contracts annually, subject to the Council’s annual appropriations. Executive Summary Approval of a contract and several exhibits with Hewlett-Packard Company in the amount of $455,173.80, payable over a five-year period at $91,034.76 per year, for software maintenance support. Background The City’s computer systems, using the UNIX and MPE operating systems, are based on the Hewlett-Packard (HP) platform and are maintained by HP. HP applies software updates to those systems. This is so that all relevant patches are installed to keep the servers operating systems current. There are 11 HP systems that the support contract covers. Discussion The City’s IT staff has received software maintenance services from HP for over 34 years and, as the City has added more servers, the cost of the maintenance has increased. Staff has consolidated multiple HP maintenance and support agreements under one contract. This simplifies the contract renewal process. To further realize cost savings the City has attached itself to the Western States Contracting Alliance Master Pricing Agreement (Attachment A) which was competitively bid in accordance with City Policy. The pricing quote from HP (Attachments C and H) contains all pricing by piece of equipment. Attachments B, D-F contain October 17, 2011 Page 2 of 2 (ID # 2002) the Terms and Conditions, and Support Levels. Attachment G is the Sole Source Justification for this contract. Resource Impact The funding is covered within the I.T. Department’s operating budget. Policy Implications Approval of the agreements is consistent with existing City policies. Environmental Review (If Applicable) These services do not constitute a project for the purposes of the California Environmental Quality Act. Attachments: ·Attachment A -HP WSCA Master Agreement (PDF) ·Attachment B -HP Single Order Terms for Support (PDF) ·Attachment C -HP Pricing -5 year Quote (PDF) ·Attachment D -HP Service Agreement Terms and Conditions (PDF) ·Attachment E -HP Software Support 24x7 (PDF) ·Attachment F -HP Proactive 24 Data Sheet (PDF) ·Attachment G -HP Sole Source (PDF) ·Attachment H -HP Pricing -5 year Quote Data Protector (PDF) Prepared By:Ron Fong, Manager, IT Department Head:Rob Braulik, Project Manager City Manager Approval: James Keene, City Manager SO01SP HP SINGLE ORDER TERMS FOR SUPPORT A. HP BASE TERMS 1. DEFINITIONS a. Affiliate of a party means an entity controlling by, or under common control with, that party. b. Deliverable means the tangible work product resulting from the performance of Support excluding Products and Custom Products. c. Hardware means computer and related devices and equipment, related documentation, accessories, parts, and upgrades. d. HP Branded means Products and Support bearing a trademark or service mark of Hewlett-Packard Company or any Hewlett-Packard Company Affiliate, and embedded HP selected third party Software that is not offered under a third party license agreement. e. Product means Hardware and Software listed in HP's standard price list at the time of HP's acceptance of Customer order, and including products that are modified, altered, or customized to meet Customer requirements “Custom Products”. f. Software means machine-readable instructions and data (and copies thereof) including middleware and firmware and related updates and upgrades, licensed materials, user documentation, user manuals, and operating procedures. g. Specification means technical information about Products published in HP Product manuals, user documentation, and technical data sheets in effect on the date HP delivers Products to Customer. h. Statement of Work means an executed document so titled, that describes the Custom Support to be performed by HP under the Support Terms section. i. Support means Hardware maintenance and repair, Software maintenance, training, installation and configuration, and other standard support services provided by HP and includes “Custom Support” which is any agreed non-standard Support as described in a Statement of Work. j. Transaction Document(s) means an accepted Customer order (excluding pre-printed terms) and in relation to that order valid HP quotations, license terms delivered or otherwise made available to Customer with Software, HP published technical data sheets or service descriptions, HP limited warranty statements delivered with or otherwise made available to Customer with Products, and mutually executed Statement of Work, all as provided by HP, or other mutually executed documents that reference these HP Single Order Terms for Support (“Terms”). k. Version means a release of Software that contains new features, enhancements, and/or maintenance updates, or for certain Software, a collection of revisions packaged into a single entity and, as such, made available by HP to its customers (also called a “Release”). 2. PRICES AND TAXES a. Prices. Product and Support prices are specified in the current local published HP price list at the time HP receives Customer's order, or in a valid Transaction Document. Prices are subject to change at any time prior to HP's acceptance of Customer's order, unless stated otherwise in a Transaction Document. b. Price Validity. Unless prices are changed by HP in accordance with these Terms, prices are valid for the period set forth in a Transaction Document. Product prices for an order remain valid for ninety (90) days from original order date unless otherwise quoted by HP. c. Taxes. Prices are exclusive of, and Customer shall pay, all taxes, duties, levies or fees, or other similar charges imposed on HP or on the Customer by any taxing authority (other than taxes imposed on HP's income) related to Customer's order, unless Customer has provided HP with an appropriate resale or exemption certificate for the delivery location. “Delivery location” means the location where HP transfers title or possession of Products to Customer or its designate or the location where Support is performed or, in the case of remote or intangible Support, where the Products being serviced are located. d. Withholding Tax. If Customer is required by law to withhold and remit tax relating to Customer's order, Customer shall: 1. be entitled to reduce the payment by the amount of such tax; 2. withhold and remit such tax to the applicable tax jurisdiction; 3. assist HP to obtain the benefit of any reduced withholding tax under applicable tax treaties; and 4. furnish to HP a tax certificate or other acceptable evidence of payment of such tax as required by the relevant taxing authorities. e. Financing. Third party financing transactions require advance notice to HP for appropriate tax treatment. 3. CUSTOMER ORDERS a. Orders. Orders will be governed by these Terms and are subject to acceptance by HP. Orders must specify a “ship to” address and (Version# 00.1) 1 of 7 SO01SP have a delivery date within ninety (90) days from the order date unless otherwise provided in a Transaction Document. b. Cancellation. Customer may cancel an order for Products (but not Custom Products) at no charge up to five (5) business days prior to the scheduled shipment date. c. Extended Delivery Dates. Changes to orders that extend delivery dates beyond ninety (90) days from the order date shall be considered new orders at the prices in effect when HP receives the changed order. 4. DELIVERY a. Delivery. HP will deliver Products by arranging shipping to the receiving area at the “ship to” address specified in Customer's order within the country in which HP accepted the order. HP may elect in its sole discretion to deliver Software, Deliverables, Specifications, or Product documentation by enabling electronic transmission to, or electronic access or download by Customer in the country where HP accepted the order. b. Delivery Charges. Transportation and handling charges are payable by Customer and will be specified in an HP invoice unless otherwise specified in a Transaction Document. Special packing or shipping arrangements will be charged separately to Customer. c. Delivery Requirements. If HP is unable to meet Customer's Product delivery requirements, Customer may cancel that order, and such cancellation is Customer's sole remedy. 5. PAYMENT a. Payment Terms. Customer agrees to pay, without offset, all invoiced amounts within thirty (30) days of HP's invoice date. HP may change credit or payment terms for unfulfilled orders if, in HP's reasonable opinion, Customer's financial condition, previous payment record, or relationship with HP merits such change. b. Customer Default. HP may discontinue performance if Customer fails to pay any sum due, or if after ten (10) days written notice Customer has not cured any other failure to perform under these Terms. c. Security Interest. HP retains a security interest in Products until payment. Customer shall execute any paperwork required by HP to effectuate any such security interest. 6. WARRANTY PROVISIONS a. Warranty Statements. HP limited warranty statements for Hardware, Software and Support, as applicable, are contained in their respective sections of these Terms. The limited warranties in these Terms are subject to the terms, limitations, and exclusions contained in the limited warranty statement provided for the Product in the country where that Product is located when the warranty claim is made. A different limited warranty statement may apply and be quoted if the Product is purchased as part of a system. b. Transfer. Warranties are transferable to another party for the remainder of the warranty period subject to HP license transfer policies and any assignment restrictions. c. Delivery Date. Warranties begin on the date of delivery, or on the date of installation if installed by HP. If Customer schedules or delays such installation by HP more than thirty (30) days after delivery, Customer's warranty period will begin on the 31st day after delivery. d. Exclusions. HP is not obligated to provide warranty services or Support for any claims resulting from: 1. improper site preparation, or site or environmental conditions that do not conform to HP’s site specifications; 2. Customer’s non-compliance with Specifications or Transaction Documents; 3. improper or inadequate maintenance or calibration; 4. Customer or third-party media, software, interfacing, supplies, or other products; 5. modifications not performed or authorized by HP; 6. virus, infection, worm or similar malicious code not introduced by HP; or 7. abuse, negligence, accident, loss or damage in transit, fire or water damage, electrical disturbances, transportation by Customer, or other causes beyond HP’s control. e. Non-HP Branded Products and Support. HP provides third-party products, software, and services that are not HP Branded “AS IS” without warranties of any kind, although the original manufacturers or third party suppliers of such products, software and services may provide their own warranties. f. Disclaimer. THE WARRANTIES AND ANY ASSOCIATED REMEDIES EXPRESSED OR REFERENCED IN THESE TERMS ARE EXCLUSIVE. NO OTHER WARRANTY, WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED BY HP OR MAY BE INFERRED FROM A COURSE OF DEALING OR USAGE OF TRADE. TO THE EXTENT ALLOWED BY LOCAL LAW HP DISCLAIMS ALL IMPLIED WARRANTIES OR CONDITIONS INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A (Version# 00.1) 2 of 7 SO01SP PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. 7. INTELLECTUAL PROPERTY INFRINGEMENT a. Third-Party Claims. HP will defend or settle any claim against Customer alleging that HP Branded Products or Support (excluding Custom Products and Custom Support) provided under these Terms infringes intellectual property rights in the country where they were sold, if Customer: 1. promptly notifies HP of the claim in writing; 2. cooperates with HP in the defense of the claim; and 3. grants HP sole control of the defense or settlement of the claim. HP will pay infringement claim defense costs, HP–negotiated settlement amounts, and court-awarded damages. b. Remedies. If such a claim appears likely, then HP may modify the HP Branded Products or Support, procure any necessary license, or replace the affected item with one that is at least functionally equivalent. If HP determines that none of these alternatives is reasonably available, then HP will issue Customer a refund equal to: 1. the purchase price paid for the affected item if within one year of delivery, or the Customer’s net book value thereafter; or 2. if the claim relates to infringing Support, the lesser of twelve (12) months charges for the claimed infringing Support or the amount paid by Customer for that Support. c. Exclusions. HP has no obligation for any claim of infringement arising from: 1. HP’s compliance with Customer or third party designs, specifications, instructions, or technical information; 2. modifications made by Customer or a third party; 3. Customer non-compliance with the Specifications or the Transaction Documents; or 4. Customer use with products, software, or services that are not HP Branded. d. Sole and Exclusive. This sub-section A.7 states HP's entire liability for claims of intellectual property infringement. 8. INTELLECTUAL PROPERTY RIGHTS No rights in copyright, patents, trademarks, trade secrets, or other intellectual property are granted by either party to the other except as expressly provided under these Terms. Customer will not register or use any mark or internet domain name that contains HP's trademarks (e.g., “HP”, “hp”, or “Hewlett-Packard”). 9. RESTRICTED USE Products, Support, and Deliverables are not specifically designed, manufactured, or intended for use as parts, components, or assemblies for the planning, construction, maintenance, or direct operation of a nuclear facility. Customer is solely liable if Products, Support, or Deliverables purchased by Customer are used for these applications and will indemnify and hold HP harmless from all loss, damage, expense, or liability in connection with such use. 10. LIMITATION OF LIABILITY AND REMEDIES a. Limitation of Liability. Except for the amounts in sub-section A.7 above and damages for bodily injury (including death) HP's total aggregate liability is limited to the amount paid by Customer for: 1. the Product; or 2. Support during the period of a material breach up to a maximum of twelve (12) months; that in each case is the subject of the claim. b. Disclaimer of Consequential Damages. EXCEPT FOR CLAIMS BY A PARTY FOR INFRINGEMENT OF THEIR INTELLECTUAL PROPERTY RIGHTS AGAINST THE OTHER PARTY, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL COSTS OR DAMAGES INCLUDING, WITHOUT LIMITATION, DOWNTIME COSTS; LOST BUSINESS, REVENUES, OR PROFITS; FAILURE TO REALIZE EXPECTED SAVINGS; LOSS OR UNAVAILABILITY OF OR DAMAGE TO DATA; OR SOFTWARE RESTORATION. c. Legal Theory. TO THE EXTENT ALLOWED BY LOCAL LAW, THESE LIMITATIONS WILL APPLY REGARDLESS OF THE BASIS OF LIABILITY, INCLUDING NEGLIGENCE, MISREPRESENTATION, BREACH OF ANY KIND, OR ANY OTHER CLAIMS IN CONTRACT, TORT OR OTHERWISE. 11. GENERAL (Version# 00.1) 3 of 7 SO01SP a. Electronic Orders and EDI. Where facilitated under local law, the parties may do business electronically, including order placement and acceptance. Once accepted, such orders will create fully enforceable obligations subject to these Terms. Such orders and acceptances will be deemed for all purposes to be an original signed writing. Customer and HP will adopt commercially reasonable security measures for password and access protection. b. Internal Use. Products and Support acquired by Customer under these Terms are solely for Customer's own internal use and not for resale or sub-licensing. c. Force Majeure. Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control; however, this provision will not apply to Customer's payment obligations. d. Assignment. Customer may not assign, delegate or otherwise transfer all or any part of its rights or obligations under these Terms without prior written consent from HP. Any such attempted assignment, delegation, or transfer will be null and void. Assignments of HP Software licenses are subject to compliance with HP's Software license transfer policies. e. Export and Import. Customer who exports, re-exports, or imports Products, technology, or technical data purchased hereunder, assumes responsibility for complying with applicable laws and regulations and for obtaining required export and import authorizations. HP may suspend performance if Customer is in violation of any applicable laws or regulations. f. Governing Law. Disputes arising from these Terms will be governed by the law of the jurisdiction of the principal place of business of the HP Affiliate accepting the order to which the dispute relates and the courts of that locale will have jurisdiction, except that HP may, at its option, bring suit for collection in the country where the Customer Affiliate that placed the order is located. Customer and HP agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to these Terms. Claims arising or raised in the United States will be governed by the laws of the State of California, excluding rules as to choice and conflict of law. g. Bankruptcy. If either party becomes insolvent, is unable to pay its debts when due, files for bankruptcy, is subject of involuntary bankruptcy, has a receiver appointed, or has its assets assigned, the other party may cancel any unfulfilled obligations. h. Survival. Any provisions in these Terms which by their nature extend beyond the termination or expiration of any sale or license of Products or Support will remain in effect until fulfilled and will apply to both parties' respective successors and permitted assigns. i. Notices. All notices that are required under these Terms will be in writing and will be considered effective upon receipt. j. Entire Agreement. These Terms represent the entire agreement between HP and Customer regarding Customer's purchase of Products and Support, and supersedes and replaces any previous communications, representations, or agreements, or Customer's additional or inconsistent terms, whether oral or written. In the event any provision of these Terms is held invalid or unenforceable the remainder of the Terms will remain enforceable and unaffected thereby. k. Waiver. Neither party's failure to exercise or delay in exercising any of its rights under these Terms will constitute or be deemed a waiver or forfeiture of those rights. l. Order of Precedence. Unless otherwise agreed or provided herein, documents will apply in the following descending order of precedence: 1. Transaction Documents consisting of license terms or limited warranty statements delivered or otherwise made available to Customer with Products; 2. the sections of these Terms; 3. all other Transaction Documents. m. Independent Contractor. HP is an independent contractor in the performance under these Terms and neither HP nor any HP personnel are employees or agents of Customer. Nothing in these Terms will be construed as creating a joint venture, partnership or employment relationship between the parties, nor will either party have the right, power or authority to create any obligation or duty, express or implied, on behalf of the other. (Version# 00.1) 4 of 7 SO01SP B. HP SUPPORT TERMS 1. SUPPORT SERVICES a. Description of Support. HP will deliver Support according to the description of the offering, eligibility requirements, service limitations, and Customer responsibilities described in the relevant Transaction Documents. b. Ordering Support. Customer may order Support: 1. at the time of Product purchase, or prior to installation of Products for which Support is being purchased, for a fixed term (may be referred to as “HP Care Pack”); 2. after the time of Product purchase, for either a fixed term or an initial term that may be renewed (may be referred to as “HP Contractual Services”); 3. on a per-event basis; or 4. at any time, when agreed non-standard Support has been offered by HP for the Customer according to a Statement of Work (also known as “Custom Support”) or as otherwise offered by HP. c. Cancellation. Customer may cancel Support orders or delete Products from Support upon thirty (30) days written notice, unless otherwise stated in a Transaction Document. HP may discontinue Support for Products and specific Support services no longer included in HP's Support offering upon sixty (60) days written notice, unless otherwise agreed. If Customer cancels prepaid Support, HP will refund Customer a pro-rata amount for the unused prepaid Support, less any early termination fees or subject to any restrictions set forth in a Transaction Document. d. Return to Support. If Customer allows Support to lapse, HP may charge Customer additional fees to resume Support or require Customer to perform certain hardware or software upgrades. HP will review and assess whether such fees are required, and explain these to Customer at the time of the request to return to Support. e. Local Availability. Customer may order Support from HP's current Support offerings. Some offerings, features, and coverage (and related Products) may not be available in all countries or areas. f. Support Warranty. HP warrants that it will perform Support using generally recognized commercial practices and standards. g. Exclusive Remedies. HP will re-perform Support not performed in accordance with the warranty herein. This sub-section B.1.g states HP's entire liability for Support warranty claims. 2. PRICING, SERVICES, AVAILABILITY, AND INVOICING a. Pricing. Except for prepaid Support or as otherwise stated in a Transaction Document, HP may change Support prices upon sixty (60) days written notice. b. Additional Services. Additional services performed by HP at Customer's request that are not included in Customer's purchased Support will be chargeable at the applicable published service rates for the country where the service is performed. Such additional services include but are not limited to: 1. Customer requests for Support after HP’s local standard business hours (unless Customer has specifically purchased after-hours coverage for the requested Support); 2. Customer requests for repair for damage or failure attributable to the causes specified in sub-section A.6.d of the HP Base Terms (“Warranty Exclusions”); and 3. Customer requests for Support where Customer does not, in HP’s reasonable determination, meet the applicable prerequisites and eligibility requirements for Support. c. Local Availability. Support outside of the applicable HP coverage areas may be subject to travel charges, longer response times, reduced restoration or repair commitments, and reduced coverage hours. d. Invoicing. Invoices for Support will be issued in advance of the Support period. HP Support invoices and related documentation will be produced in accordance with HP system standards. Additional levels of detail requested by Customer may be chargeable. 3. SITE AND PRODUCT ACCESS Customer shall provide HP access to the Products covered under Support; adequate working space and facilities within a reasonable distance of the Products; access to and use of information, customer resources, and facilities as reasonably determined necessary by HP to service the Products; and other access requirements described in the relevant Transaction Document. If Customer fails to provide such access, resulting in HP's inability to provide Support, HP shall be entitled to charge Customer for the Support call at HP's published service rates. Customer is responsible for removing any Products ineligible for Support to allow HP to perform Support. If delivery of Support is made more difficult because of ineligible Products, HP will charge Customer for the extra work at HP's published service rates. (Version# 00.1) 5 of 7 SO01SP 4. STANDARD SUPPORT PRODUCT ELIGIBILITY a. Minimum Configuration for Support. Customer must purchase the same level of Support and for the same coverage period for: all Products within a minimum supportable system unit (i.e. all components within a server, storage, or network device) to allow for proper execution of standalone and operating system diagnostics for the configuration. b. Eligibility. For initial and on-going Support eligibility Customer must maintain all Products and associated hardware and software at the latest HP-specified configuration and revision levels and in HP's reasonable opinion, in good operating condition. c. Modifications. Customer will allow HP, at HP's request and at no additional charge, to modify Products to improve operation, supportability, and reliability, or to meet legal requirements. d. Loaner Units. HP maintains title and Customer shall have risk of loss or damage for loaner units if provided at HP's discretion as part of Support or warranty services and such units will be returned to HP without lien or encumbrance at the end of the loaner period. e. Relocation. Customer is responsible for moving Products. If Customer moves the Products to a new location, HP may charge additional Support fees and modify the response times, and Customer may be required to execute amended or new Transaction Documents. If Customer moves Products to another country, Support shall be subject to availability in the destination country. Reasonable advanced notice to HP may be required to begin Support for some Products after relocation. f. Maximum Use Limitations. Certain Products have a maximum usage limit, which is set forth in the manufacturer's operating manual or the technical data sheet. Customer must operate such Products within the maximum usage limit. g. Multi-Vendor Support. HP provides Support for certain non-HP Branded Products. The relevant Transaction Document will specify availability and coverage levels, and govern delivery of multi-vendor Support, whether or not the non-HP Branded Products are under warranty. HP may discontinue Support of non-HP Branded Products if the manufacturer or licensor ceases to provide support for such Products. 5. PROPRIETARY SERVICE TOOLS HP will require Customer's use of certain system and network diagnostic and maintenance programs (“Proprietary Service Tools”) for delivery of Support under certain coverage levels. Proprietary Service Tools are and remain the sole and exclusive property of HP, are provided “as is,” and include, but are not limited to: remote fault management software, network Support tools, Insight Manager, Instant Support, and Instant Support Enterprise Edition (known as “ISEE”). Proprietary Service Tools may reside on the Customer's systems or sites. Customer may only use the Proprietary Service Tools during the applicable Support coverage period and only as allowed by HP. Customer may not sell, transfer, assign, pledge, or in any way encumber or convey the Proprietary Service Tools. Upon termination of Support, Customer will return the Proprietary Service Tools or allow HP to remove these Proprietary Service Tools. Customer will also be required to: a. allow HP to keep the Proprietary Service Tools resident on Customer’s systems or sites, and assist HP in running them; b. install Proprietary Service Tools, including installation of any required updates and patches; c. use the electronic data transfer capability to inform HP of events identified by the software; d. if required, purchase HP-specified remote connection hardware for systems with remote diagnosis service; and e. provide remote connectivity through an HP approved communications line. 6. CUSTOMER RESPONSIBILITIES a. Data Backup. To reconstruct lost or altered Customer files, data, or programs, Customer must maintain a separate backup system or procedure that is not dependent on the Products under Support. b. Temporary Workarounds. Customer will implement temporary procedures or workarounds provided by HP while HP works on permanent solutions. c. Hazardous Environment. Customer will notify HP if Customer uses Products in an environment that poses a potential health or safety hazard to HP employees or subcontractors. HP may require Customer to maintain such Products under HP supervision and may postpone service until Customer remedies such hazards. d. Authorized Representative. Customer will have a representative present when HP provides Support at Customer's site. e. Product List. Customer will create and maintain a list of all Products under Support including: the location of the Products, serial numbers, the HP-designated system identifiers, and coverage levels. Customer shall keep the list updated during the applicable Support period. f. Documentation. If Customer purchases a Support offering that includes documentation updates, Customer may copy such updates only for systems under such coverage. Copies must include appropriate HP Trademark and copyright notices. 7. SUPPORTED SOFTWARE (Version# 00.1) 6 of 7 SO01SP (Version# 00.1) 7 of 7 Customer may purchase available Support for HP Branded Software only if Customer can provide evidence it has rightfully acquired an appropriate HP license for such Software. HP will be under no obligation to provide Support due to any alterations or modifications to the Software not authorized by HP or for Software for which Customer cannot provide a sufficient proof of a valid license. Unless otherwise agreed by HP, HP only provides Support for the current Version and the immediately preceding Version of HP Branded Software, and then only when HP Branded Software is used with Hardware or Software included in HP-specified configurations at the specified Version level. 8. ACCESSORIES AND PARTS AND MISCELLANEOUS a. Compatible Cables and Connectors. Customer will connect Products covered under Support with cables or connectors (including fiber optics if applicable) that are compatible with the system, according to the manufacturer's operating manual. b. Support for Accessories. HP may provide Support for cables, connectors, interfaces, and other accessories if Customer purchases Support for such accessories at the same Hardware service level purchased for the Products with which they are used. c. Consumables. Support does not include the delivery, return, replacement, or installation of supplies or other consumable items (including, but not limited to, operating supplies, magnetic media, print heads, ribbons, toner, and batteries) unless otherwise stated in a Transaction Document. d. Replacement Parts. Parts provided under Support may be whole unit replacements or be new or functionally equivalent to new in performance and reliability and warranted as new. Replaced parts become the property of HP, unless HP agrees otherwise and Customer pays any applicable charges. e. Service Providers. HP reserves the right and Customer agrees to HP's use of HP-authorized service providers to assist in the provision of Support. 9. ACCESS TO HP SOLUTION CENTER AND IT RESOURCE CENTER a. Designated Callers. Customer will identify a reasonable number of callers, as determined by HP and Customer (“Designated Callers”), who may access HP's customer Support call centers (“Solution Centers”). b. Qualifications. Designated Callers must be generally knowledgeable and demonstrate technical aptitude in system administration, system management, and, if applicable, network administration and management and diagnostic testing. HP may review and discuss with Customer any Designated Caller's experience to determine initial eligibility. If issues arise during a call to the Solution Center that, in HP's reasonable opinion, may be a result of a Designated Caller's lack of general experience and training, the Customer may be required to replace that Designated Caller. All Designated Callers must have the proper system identifier as provided in the Transaction Documents or by HP when Support is initiated. HP Solution Centers may provide support in English or local language(s), or both. c. HP IT Resource Center. HP IT Resource Center is available via the worldwide web for certain types of Support. Customer may access specified areas of the HP IT Resource Center. File Transfer Protocol access is required for some electronic services. Customer employees who submit HP Solution Center service requests via the HP IT Resource Center must meet the qualifications set forth in sub-section B.9.b above. d. Telecommunication Charges. Customer will pay for all telecommunication charges associated with using HP IT Resource Center, installing and maintaining ISDN links and Internet connections (or HP-approved alternatives) to the HP Solution Center, or using the Proprietary Service Tools. Dear Lisa Bolger: Enclosed you will find a Hewlett-Packard support service quote for your products. Review the services, support items, coverage dates, addresses, and company contacts for accuracy. Please advise HP of any changes prior to submitting your purchase order. To order support services detailed in this package, please return billing authorization by choosing one of the following convenient options. Subject to HP Single Order Terms for Support or purchase agreement with HP and if applicable, Exhibit E24. Option 1: Provide an open-ended purchase order. An open-ended purchase order allows HP to add products to your agreement as necessary, as well as renew your support from year to year. Cancellation of the support service agreement requires a 30-day written notice. Option 2: Provide a purchase order for the coverage dates specified in the enclosed referenced proposal. Option 3: Sign and return the attached Signature Authorization Method (SAM) form. Purchase orders must reference the HP Reference Number and the Support Account Reference. Applicable tax will be added to all products. If your organization is tax-exempt, please send a copy of the tax exemption certificate. Hewlett-Packard values your business and looks forward to providing you with continued support. If you have any questions or require further assistance, please contact your Contract Admin. at 1-800-386-1115 X56479 FAX 1-800-307-0361 Sincerely, Patsy Wallace Contract Admin. Patsy Wallace HEWLETT-PACKARD COMPANY 8000 Foothills Blvd MS 5538 ROSEVILLE CA 95747-5636 Lisa Bolger CITY OF PALO ALTO 250 HAMILTON AVE PALO ALTO CA 94301 09/23/2011 Support Account Reference: CITYOFPALOVMWARE HP Reference Number: 44125871 SIGNATURE AUTHORIZATION METHOD (SAM) The Signature Authorization Method (SAM) may be used to order Hewlett-Packard Company (HP) Support Services ONLY IF A PURCHASE ORDER IS NOT REQUIRED TO AUTHORIZE SERVICE DELIVERY AND REMIT PAYMENT. This Signature Authorization Method form, including the quotation(s) and governing terms referenced herein shall be referred to collectively as the "Support Agreement." (1) Customer Information Company Name Equipment Location Address CITY OF PALO ALTO 250 HAMILTON AVE PALO ALTO CA 94301-2531 (2) Contract Information - Check the HP Reference number to accept one quote, or the AMP ID to accept all quotes attached: [ ] HP Reference Number: 44125871 [ ]** AMP ID: ML 130132937 Support Account Reference: CITYOFPALOVMWARE Coverage Period: 10/01/2011 - 09/30/2016 **The enclosed Support Account Overview dated 09/23/2011 summarizes the quotes contained within the above AMP ID. Please check if applicable: [ ] This Support Agreement is accepted with no revisions. If revisions are required, please contact your Contract Administrator. A quote will be re-issued to reflect your changes and associated pricing, if any. A new SAM form will be provided for your authorization. [ ] Authorization is open-ended. This Support Agreement is for the period stated on HP's quote. It will be extended without modification by consecutive terms of 12 months unless one of the parties gives written notice in accordance with the Support Agreement prior to the end of the 12 month term. If HP requires modification of this Support Agreement, HP will notify Customer in writing 60 days before the modifications are effective. Within 30 days' of Customer receipt of such notice, Customer may terminate this Support Agreement by written notice to HP, and such termination shall be effective on the effective date of the proposed modifications. Absent such notice by Customer, the Support Agreement will continue to the end of the current term with the modifications, and extended by consecutive 12-month terms. Re-pricing will occur automatically without further authorization. Any other termination of this Support Agreement by Customer shall be subject to the Support Agreement. (3) Tax Information [ ] Taxable [ ] Tax Exempt Exemption #________________ (Attach copy of exemption certificate) (4) Payment Method: Do not enclose Payment. Please select one of the following: [ ] Use my signature below as billing authorization. [ ] Purchase Order attached [ ] Charge my credit card. Check one: [ ] Visa [ ] Mastercard [ ] American Express For your protection, please call your Contract Admin with the credit card number. Cardholder Name (Print) ____________________________________Cardholder's Signature__________________________________ Credit Card Invoice-To Address ___________________________________________________________________________________ (5) Billing Frequency: [ ] Annually* [ ] Quarterly (must exceed $2400 annually*) [ ] Semi-Annually (must exceed $2400 annually*) [ ] Monthly (must exceed $2400 annually*) * Annual billing not available for Federal Government customers. (6) Service Authorization and Terms and Conditions Customer's signature on this form authorizes HP to invoice Customer for the HP Support Services represented in this Support Agreement. This Support Agreement will be governed by the following: i) the purchase agreement currently in effect between Customer and HP that includes the delivery of Support Services, or if none, the HP Single Order Terms Support; and ii) any applicable Transaction Documents thereto. _________________________________________________________________________________ Authorized Signature Date Invoice-To Address (if different from Equipment Location) _________________________________________________________________________________ Printed Name Title E-mail Address Phone/Fax (7) Completed form should be returned to: Hewlett-Packard Company Patsy Wallace 8000 Foothills Blvd MS 5538 1-800-386-1115 X56479 ROSEVILLE, CA 95747-5636 1-800-307-0361 (FAX) Revised : 4/2/2009 Your Support Access Options for Service Agreement Customers: . Support Contract Assistant (SCA) - manage your service agreement online, visit www.esca.hp.com . HP Software Support Online - http://support.openview.hp.com/ . Please have your Service Agreement ID and Product#/Serial# available to expedite your support experience. Support Account Reference Service Coverage Period Description Contract Total/USD Agreement ID From:To: CITYOFPALOVMWARE 1034 5388 3748 10/01/2011 09/30/2016 ITYOFPALOVMWARE 5,605.20 PALOALTO20 1032 6291 2096 10/01/2011 09/30/2016 HA111AC SRVR CORE 137,472.60 PALOALTO22 1032 6291 6237 10/01/2011 09/30/2016 HA111AC SRVR EXT 27,595.80 PALOALTO24 1032 1897 6630 10/01/2011 09/30/2016 HA107AC - USR41141CF 6,294.00 PALOALTO25 1037 5210 1384 10/01/2011 09/30/2016 3-7595791578 45,565.20 PALOALTO26 1037 5210 1444 10/01/2011 09/30/2016 3-7595791578 36,072.00 PALOALTO27 1037 5210 1504 10/01/2011 09/30/2016 3-7595791578 35,475.60 PALOALTO28 1037 5210 1674 10/01/2011 09/30/2016 3-7595791578 23,511.00 PALOALTO4 1032 6291 1903 10/01/2011 09/30/2016 SW HP3000 3,655.80 PALOALTO1 1032 6556 8506 10/01/2011 09/30/2016 HA111AC SRVR EXT 38,609.40 PALOALTO10 1032 6561 5832 10/01/2011 09/30/2016 HA111AC SRVR EXT 41,473.20 Total Excluding Taxes City Of Palo Alto 401,329.80 Customer Address: CITY OF PALO ALTO 250 HAMILTON AVE PALO ALTO CA 94301 Please refer to the payment schedule for prices to be invoiced yearly in advance. For more information on the format of this document HP Terms and Conditions, and Service Data Sheets, visit www.hp.com/services/custdocs Support Account Overview This quote is valid until 09/30/2011 Order acceptance is subject to HP Single Order Terms for Support or purchase agreement with HP, which is referenced as "S" above in "Special Terms and Conditions". Multi-year support renewals are also governed by the Exhibit E24. Additional terms and conditions for HP Software support are available at http://support.openview.hp.com/support_options.jsp. AMP ID: ML 130132937 Special Terms and Conditions No: B27164 Customer Contact: Lisa Bolger Tel: (650) 329-2654 Fax: E-mail Lisa.Bolger@cityofpaloalto.org HP Contact: Patsy Wallace Tel: 1-800-386-1115 X56479 Fax: 1-800-307-0361 E-mail pat.wallace@hp.com For additional HP Software Terms and Conditions and Service Data Sheets, visit http://support.openview.hp.com/support_options.jsp Print Date 09/23/2011 Page 1 / 27 Hewlett-Packard Address: HEWLETT-PACKARD COMPANY 8000 Foothills Blvd MS 5538 ROSEVILLE CA 95747-5636 Summary of Charges Mission Critical Advisory Service 104,270.40 Software Support-Labor 161,863.80 Software Support-Materials 135,195.60 Total Excluding Taxes 401,329.80 Total excludes all taxes. If applicable, taxes will be added at the time of invoicing at the current tax rate. Total price includes all additions, deletions, warranties, discounts and adjustments if applicable. Refer to the detail document for any applicable state & local tax Customer Address: CITY OF PALO ALTO 250 HAMILTON AVE PALO ALTO CA 94301 Please refer to the payment schedule for prices to be invoiced yearly in advance. Support Account Overview AMP ID: ML 130132937 Support Account Reference Coverage Period Description Contract Total/USD From: To: For additional HP Software Terms and Conditions and Service Data Sheets, visit http://support.openview.hp.com/support_options.jsp Print Date 09/23/2011 Page 2 / 27 Hewlett-Packard Address: HEWLETT-PACKARD COMPANY 8000 Foothills Blvd MS 5538 ROSEVILLE CA 95747-5636 Comment: As per Config Notes product 430343-B21has been rejected and product 467936-B21loaded in the renewal, it has been replaced with products 571775-B21 and 571772-B21and aagain it has been replaced with QK170A and TD411A. HA106AC HP Software Support *** Software Support *** HP Software Technical Unlimited Support SW Technical Support SW Electronic Support Std Office Hrs Std Office Days Standard Response QK170A VMw vSphere Std 1P IC 1yr24x7 Nm SW 3 24.36 TD411A VMw vSphere Std 1P 1yr9x5 Nm Lic 3 22.35 HP Software Updates Service License to Use & SW Updates HP Recommended SW Upd Method HP Recommended Doc Upd Method QK170A VMw vSphere Std 1P IC 1yr24x7 Nm SW 3 24.36 TD411A VMw vSphere Std 1P 1yr9x5 Nm Lic 3 22.35 Discounts Multi-Year Hdr Disc% -8% 11.04- Acct Volume Hdr Dsc% -6% 8.28- Government Header Discount % -18% 21.36- Pre Payment HdrDisc% -4% 3.90- Equipment Address: City Of Palo Alto 250 HAMILTON AVE PALO ALTO CA 94301-2531 Please refer to the payment schedule for prices to be invoiced yearly in advance. Support Account Reference: CITYOFPALOVMWARE HP Reference Number: 44125871 Hardware Contact: NANCY STOUT Tel: (650) 329-2673 Fax: Special Terms and Conditions No: B27164 Your PO Reference: CCRN Number: 0345388373 This quote is valid until 09/30/2011 Coverage from: 10/01/2011 to: 09/30/2016 Service Agreement ID: 1034 5388 3748 For Support, please call: 800-633-3600 Software Contact: NANCY STOUT Tel: (650) 329-2673 Fax: Product No.Description Serial No.Coverage Period Qty Price/USD from:to: Printed on: 09/23/2011 Page: 3 / 27 For more information on the format of this document visit www.hp.com/go/hpsdocs Software Update Address: CITY OF PALO ALTO 250 HAMILTON AVE PALO ALTO CA 94301 Support Account Detail Summary of Charges Software Support-Labor 46.71 Software Support-Labor Tax CA 0.00 Software Support-Materials 46.71 Software Support-Materials Tax CA 3.86 TOTAL INCLUDING TAX 97.28 Taxes have been added at current rate, however, tax rates will be those in effect at the time of invoicing. Total price includes all additions, deletions, warranties, discounts and adjustments if applicable. Please refer to the payment schedule for prices to be invoiced yearly in advance. Special Terms and Conditions No: B27164 Your PO Reference: CCRN Number: 0345388373 Product No.Description Serial No.Coverage Period Qty Price/USD from:to: Printed on: 09/23/2011 Page: 4 / 27 For more information on the format of this document visit www.hp.com/go/hpsdocs HA111AC HP Proactive 24 Service *** Environmental Services *** HP Mission Critical Service 1,508.34 Environment Services Server Services Discounts Multi-Year Hdr Disc% -8% 178.24- Acct Volume Hdr Dsc% -6% 133.68- Government Header Discount % -18% 344.89- Pre Payment HdrDisc% -4% 62.85- *** Software Support *** HP Software Technical Unlimited Support SW Technical Support SW Electronic Support 24 Hrs Std Office Days 24 Hrs Day 6 24 Hrs Day 7 Holidays Covered Standard Response A6144B HP server rp5470 Enterprise Solution USR42373EA 1 18.28 A6805A PA8700 750MHz CPU for HP srvr rp54X0 6F20246896 1 10.83 A6805A PA8700 750MHz CPU for HP srvr rp54X0 6F20246898 1 10.83 A6805A PA8700 750MHz CPU for HP srvr rp54X0 6F20263706 1 10.83 Equipment Address: City Of Palo Alto 250 HAMILTON AVE PALO ALTO CA 94301-2531 Please refer to the payment schedule for prices to be invoiced yearly in advance. Support Account Reference: PALOALTO20 HP Reference Number: 43995720 Hardware Contact: NANCY STOUT Tel: (650) 329-2673 Fax: Special Terms and Conditions No: B27164 Your PO Reference: CCRN Number: 0326291209 This quote is valid until 09/30/2011 Coverage from: 10/01/2011 to: 09/30/2016 Service Agreement ID: 1032 6291 2096 For Support, please call: 800-633-3600 Software Contact: NANCY STOUT Tel: (650) 329-2673 Fax: Product No.Description Serial No.Coverage Period Qty Price/USD from:to: Printed on: 09/23/2011 Page: 5 / 27 For more information on the format of this document visit www.hp.com/go/hpsdocs Software Update Address: CITY OF PALO ALTO 250 HAMILTON AVE PALO ALTO CA 94301 Support Account Detail A6805A PA8700 750MHz CPU for HP srvr rp54X0 6F20264063 1 10.83 B9093AC HP-UX HP9000 MCOE w/o Sys PCL LTU 4 164.92 B3901BA HP C/ANSI C Developer Bundle Server LTU 2 6.08 J4240AA HP Auto-Port Aggregation Media 1 0.00 J4240AA#2A1 Server license 1 4.88 T1005A Secure Manager Virtual Array 1 TB LTU 1 31.81 T1086A SW Command View SDM LTU 2 78.52 165989-B25 SP WIN 1 LIC/CD 4.0C ALL 1 27.08 HP Software Updates Service License to Use & SW Updates SW Updates on CD Doc Updates on CD A6144B HP server rp5470 Enterprise Solution USR42373EA 1 14.22 A6805A PA8700 750MHz CPU for HP srvr rp54X0 6F20246896 1 9.48 A6805A PA8700 750MHz CPU for HP srvr rp54X0 6F20246898 1 9.48 A6805A PA8700 750MHz CPU for HP srvr rp54X0 6F20263706 1 9.48 A6805A PA8700 750MHz CPU for HP srvr rp54X0 6F20264063 1 9.48 B7994AA HP-UX 11i v1 HP9000 MCOE Media 2 0.00 B7994AA#ABA HP-UX Mission Critical OE Comm U.S. - En 2 0.00 B9093AC HP-UX HP9000 MCOE w/o Sys PCL LTU 4 238.84 B3901BA HP C/ANSI C Developer Bundle Server LTU 2 15.84 J4240AA HP Auto-Port Aggregation Media 1 0.00 J4240AA#2A1 Server license 1 4.88 B6237AA HP C/ANSI C Developers Bundle Manuals 1 4.88 T1005A Secure Manager Virtual Array 1 TB LTU 1 20.99 T1086A SW Command View SDM LTU 2 52.80 165989-B25 SP WIN 1 LIC/CD 4.0C ALL 1 17.61 Discounts Multi-Year Hdr Disc% -8% 92.54- Acct Volume Hdr Dsc% -6% 69.35- Government Header Discount % -18% 179.03- Pre Payment HdrDisc% -4% 32.61- Please refer to the payment schedule for prices to be invoiced yearly in advance. Special Terms and Conditions No: B27164 Your PO Reference: CCRN Number: 0326291209 Product No.Description Serial No.Coverage Period Qty Price/USD from:to: Printed on: 09/23/2011 Page: 6 / 27 For more information on the format of this document visit www.hp.com/go/hpsdocs Summary of Charges Mission Critical Advisory Service 1,508.34 Mission Critical Advisory Service Tax CA 0.00 Software Support-Labor 374.89 Software Support-Labor Tax CA 0.00 Software Support-Materials 407.98 Software Support-Materials Tax CA 33.66 TOTAL INCLUDING TAX 2,324.87 Taxes have been added at current rate, however, tax rates will be those in effect at the time of invoicing. Total price includes all additions, deletions, warranties, discounts and adjustments if applicable. Please refer to the payment schedule for prices to be invoiced yearly in advance. Special Terms and Conditions No: B27164 Your PO Reference: CCRN Number: 0326291209 Product No.Description Serial No.Coverage Period Qty Price/USD from:to: Printed on: 09/23/2011 Page: 7 / 27 For more information on the format of this document visit www.hp.com/go/hpsdocs HA111AC HP Proactive 24 Service *** Environmental Services *** HP Mission Critical Service 76.50 Proactive Server Extensions 1 Discounts Multi-Year Hdr Disc% -8% 9.04- Acct Volume Hdr Dsc% -6% 6.78- Government Header Discount % -18% 17.49- Pre Payment HdrDisc% -4% 3.19- *** Software Support *** HP Software Technical Unlimited Support SW Technical Support SW Electronic Support 24 Hrs Std Office Days 24 Hrs Day 6 24 Hrs Day 7 Holidays Covered Standard Response A5522A rp54 PA8500 CPU 1.5MB cache, 440 MHz 1 9.48 A5522A rp54 PA8500 CPU 1.5MB cache, 440 MHz 1 9.48 A5522A rp54 PA8500 CPU 1.5MB cache, 440 MHz 1 9.48 A5522A rp54 PA8500 CPU 1.5MB cache, 440 MHz 1 9.48 A5576A HP 9000 L1000 Enterprise Server Solution 1 15.57 Equipment Address: City Of Palo Alto 250 HAMILTON AVE PALO ALTO CA 94301-2531 Please refer to the payment schedule for prices to be invoiced yearly in advance. Support Account Reference: PALOALTO22 HP Reference Number: 43995765 Hardware Contact: NANCY STOUT Tel: (650) 329-2673 Fax: Special Terms and Conditions No: B27164 Your PO Reference: CCRN Number: 0326291629 This quote is valid until 09/30/2011 Coverage from: 10/01/2011 to: 09/30/2016 Service Agreement ID: 1032 6291 6237 For Support, please call: 800-633-3600 Software Contact: NANCY STOUT Tel: (650) 329-2673 Fax: Product No.Description Serial No.Coverage Period Qty Price/USD from:to: Printed on: 09/23/2011 Page: 8 / 27 For more information on the format of this document visit www.hp.com/go/hpsdocs Software Update Address: CITY OF PALO ALTO 250 HAMILTON AVE PALO ALTO CA 94301 Support Account Detail B9091AC HP-UX HP9000 EOE w/o Sys PCL LTU 4 98.56 B3901BA HP C/ANSI C Developer Bundle Server LTU 2 6.08 HP Software Updates Service License to Use & SW Updates SW Updates on CD Doc Updates on CD A5522A rp54 PA8500 CPU 1.5MB cache, 440 MHz 1 9.48 A5522A rp54 PA8500 CPU 1.5MB cache, 440 MHz 1 9.48 A5522A rp54 PA8500 CPU 1.5MB cache, 440 MHz 1 9.48 A5522A rp54 PA8500 CPU 1.5MB cache, 440 MHz 1 9.48 A5576A HP 9000 L1000 Enterprise Server Solution 1 14.22 B9091AC HP-UX HP9000 EOE w/o Sys PCL LTU 4 157.32 B7993AA HP-UX 11i v1 HP9000 EOE Media 2 0.00 B7993AA#ABA HP-UX Ent. OE Svr Media, U.S. local 2 0.00 B3901BA HP C/ANSI C Developer Bundle Server LTU 2 15.84 Discounts Multi-Year Hdr Disc% -8% 45.32- Acct Volume Hdr Dsc% -6% 33.98- Government Header Discount % -18% 87.71- Pre Payment HdrDisc% -4% 15.96- Summary of Charges Mission Critical Advisory Service 76.50 Mission Critical Advisory Service Tax CA 0.00 Software Support-Labor 158.13 Software Support-Labor Tax CA 0.00 Software Support-Materials 225.30 Software Support-Materials Tax CA 18.58 TOTAL INCLUDING TAX 478.51 Taxes have been added at current rate, however, tax rates will be those in effect at the time of invoicing. Total price includes all additions, deletions, warranties, discounts and adjustments if applicable. Please refer to the payment schedule for prices to be invoiced yearly in advance. Special Terms and Conditions No: B27164 Your PO Reference: CCRN Number: 0326291629 Product No.Description Serial No.Coverage Period Qty Price/USD from:to: Printed on: 09/23/2011 Page: 9 / 27 For more information on the format of this document visit www.hp.com/go/hpsdocs HA107AC HP Software 24x7 Support *** Software Support *** HP Software Technical Unlimited Support SW Technical Support SW Electronic Support 24 Hrs Std Office Days 24 Hrs Day 6 24 Hrs Day 7 Holidays Covered Standard Response A6144BR Rmkt HP Serv rp5470 Enterprise Solution USR41141CF 1 18.28 A6152AR Rmkt PA8700+ 875MHz CPU f HP serv rp54X0 2 21.66 B2491BA MirrorDisk/UX License for Servers 1 0.00 B2491BA#2AH Per processor core license 2 6.08 B9089AC HP-UX HP9000 FOE w/o Sys PCL LTU 2 10.42 HP Software Updates Service License to Use & SW Updates SW Updates on CD Doc Updates on CD A6144BR Rmkt HP Serv rp5470 Enterprise Solution USR41141CF 1 14.22 A6152AR Rmkt PA8700+ 875MHz CPU f HP serv rp54X0 2 18.96 B2491BA MirrorDisk/UX License for Servers 1 0.00 B2491BA#2AH Per processor core license 2 4.86 B3920EA HP-UX 11i v1 HP9000 FOE Media 1 0.00 B3920EA#ABA HP-UX OE Media for Servers U.S. - Eng 1 0.00 Equipment Address: City Of Palo Alto 250 HAMILTON AVE PALO ALTO CA 94301-2531 Please refer to the payment schedule for prices to be invoiced yearly in advance. Support Account Reference: PALOALTO24 HP Reference Number: 43995719 Hardware Contact: NANCY STOUT Tel: (650) 329-2673 Fax: Special Terms and Conditions No: B27164 Your PO Reference: CCRN Number: 0321897666 This quote is valid until 09/30/2011 Coverage from: 10/01/2011 to: 09/30/2016 Service Agreement ID: 1032 1897 6630 For Support, please call: (888) 761-7437 Software Contact: NANCY STOUT Tel: (650) 329-2673 Fax: Product No.Description Serial No.Coverage Period Qty Price/USD from:to: Printed on: 09/23/2011 Page: 10 / 27 For more information on the format of this document visit www.hp.com/go/hpsdocs Software Update Address: CITY OF PALO ALTO 250 HAMILTON AVE PALO ALTO CA 94301 Support Account Detail B9089AC HP-UX HP9000 FOE w/o Sys PCL LTU 2 10.42 Discounts Multi-Year Hdr Disc% -8% 12.42- Acct Volume Hdr Dsc% -6% 9.30- Government Header Discount % -18% 24.01- Pre Payment HdrDisc% -4% 4.37- Summary of Charges Software Support-Labor 56.44 Software Support-Labor Tax CA 0.00 Software Support-Materials 48.46 Software Support-Materials Tax CA 3.99 TOTAL INCLUDING TAX 108.89 Taxes have been added at current rate, however, tax rates will be those in effect at the time of invoicing. Total price includes all additions, deletions, warranties, discounts and adjustments if applicable. Please refer to the payment schedule for prices to be invoiced yearly in advance. Special Terms and Conditions No: B27164 Your PO Reference: CCRN Number: 0321897666 Product No.Description Serial No.Coverage Period Qty Price/USD from:to: Printed on: 09/23/2011 Page: 11 / 27 For more information on the format of this document visit www.hp.com/go/hpsdocs HA107AC HP Software 24x7 Support *** Software Support *** HP Software Technical Unlimited Support SW Technical Support SW Electronic Support 24 Hrs Std Office Days 24 Hrs Day 6 24 Hrs Day 7 Holidays Covered Standard Response BA509AC HP-UX Integrity MCOE w/Sys 4 Proc LTU 2 97.48 T2803BA HP Serviceguard Extension for SAP LTU 1 0.00 T2803BA#003 LTU-2nd & 3rd SAP Sys Sgl Cluster 2 314.40 HP Software Updates Service License to Use & SW Updates HP Recommended SW Upd Method HP Recommended Doc Upd Method A7173A HP Dual Channel Ultra320 SCSI Adapter P074694107 1 0.00 B8483AA HP-UX 11i v2 HP9000/Integrity MCOE Media 1 0.00 B8483AA#ABA HP-UX MC Itanium OE Media, U.S.-English 1 0.00 BA509AC HP-UX Integrity MCOE w/Sys 4 Proc LTU 2 75.82 T2803BA HP Serviceguard Extension for SAP LTU 1 0.00 T2803BA#003 LTU-2nd & 3rd SAP Sys Sgl Cluster 2 241.26 A7012A PCI-X 2 port 1000Base-T Gigabit Adptr 1 0.00 B3921KA English hardcopy manual for 11i V2 1 0.00 Equipment Address: City Of Palo Alto 250 HAMILTON AVE PALO ALTO CA 94301-2531 Please refer to the payment schedule for prices to be invoiced yearly in advance. Support Account Reference: PALOALTO25 HP Reference Number: 43994881 Hardware Contact: NANCY STOUT Tel: (650) 329-2673 Fax: Special Terms and Conditions No: B27164 Your PO Reference: CCRN Number: 0375210131 This quote is valid until 09/30/2011 Coverage from: 10/01/2011 to: 09/30/2016 Service Agreement ID: 1037 5210 1384 For Support, please call: 800-633-3600 Software Contact: NANCY STOUT Tel: (650) 329-2673 Fax: Product No.Description Serial No.Coverage Period Qty Price/USD from:to: Printed on: 09/23/2011 Page: 12 / 27 For more information on the format of this document visit www.hp.com/go/hpsdocs Software Update Address: CITY OF PALO ALTO 250 HAMILTON AVE PALO ALTO CA 94301 Support Account Detail B3921KA#0BE English 11i V2, sys admin mnls 1 30.46 Discounts Multi-Year Hdr Disc% -8% 89.76- Acct Volume Hdr Dsc% -6% 67.30- Government Header Discount % -18% 173.67- Pre Payment HdrDisc% -4% 31.65- Summary of Charges Software Support-Labor 411.88 Software Support-Labor Tax CA 0.00 Software Support-Materials 347.54 Software Support-Materials Tax CA 28.68 TOTAL INCLUDING TAX 788.10 Taxes have been added at current rate, however, tax rates will be those in effect at the time of invoicing. Total price includes all additions, deletions, warranties, discounts and adjustments if applicable. Please refer to the payment schedule for prices to be invoiced yearly in advance. Special Terms and Conditions No: B27164 Your PO Reference: CCRN Number: 0375210131 Product No.Description Serial No.Coverage Period Qty Price/USD from:to: Printed on: 09/23/2011 Page: 13 / 27 For more information on the format of this document visit www.hp.com/go/hpsdocs HA107AC HP Software 24x7 Support *** Software Support *** HP Software Technical Unlimited Support SW Technical Support SW Electronic Support 24 Hrs Std Office Days 24 Hrs Day 6 24 Hrs Day 7 Holidays Covered Standard Response BA531AC HP-UX Integrity EOE w/Sys 2 Proc PCL LTU 8 341.20 HP Software Updates Service License to Use & SW Updates HP Recommended SW Upd Method HP Recommended Doc Upd Method A7173A HP Dual Channel Ultra320 SCSI Adapter P057224107 1 0.00 A7173A HP Dual Channel Ultra320 SCSI Adapter P051794107 1 0.00 B8482AA HP-UX 11i v2 HP9000/Integrity EOE Media 2 0.00 B8482AA#ABA HP-UX Ent. Itanium OE Media, U.S.-Eng. 2 0.00 BA531AC HP-UX Integrity EOE w/Sys 2 Proc PCL LTU 8 260.00 Equipment Address: City Of Palo Alto 250 HAMILTON AVE PALO ALTO CA 94301-2531 Please refer to the payment schedule for prices to be invoiced yearly in advance. Support Account Reference: PALOALTO26 HP Reference Number: 43994828 Hardware Contact: NANCY STOUT Tel: (650) 329-2673 Fax: Special Terms and Conditions No: B27164 Your PO Reference: CCRN Number: 0375210141 This quote is valid until 09/30/2011 Coverage from: 10/01/2011 to: 09/30/2016 Service Agreement ID: 1037 5210 1444 For Support, please call: 800-633-3600 Software Contact: NANCY STOUT Tel: (650) 329-2673 Fax: Product No.Description Serial No.Coverage Period Qty Price/USD from:to: Printed on: 09/23/2011 Page: 14 / 27 For more information on the format of this document visit www.hp.com/go/hpsdocs Software Update Address: CITY OF PALO ALTO 250 HAMILTON AVE PALO ALTO CA 94301 Support Account Detail Discounts Multi-Year Hdr Disc% -8% 71.04- Acct Volume Hdr Dsc% -6% 53.28- Government Header Discount % -18% 137.44- Pre Payment HdrDisc% -4% 25.04- Summary of Charges Software Support-Labor 341.20 Software Support-Labor Tax CA 0.00 Software Support-Materials 260.00 Software Support-Materials Tax CA 21.45 TOTAL INCLUDING TAX 622.65 Taxes have been added at current rate, however, tax rates will be those in effect at the time of invoicing. Total price includes all additions, deletions, warranties, discounts and adjustments if applicable. Please refer to the payment schedule for prices to be invoiced yearly in advance. Special Terms and Conditions No: B27164 Your PO Reference: CCRN Number: 0375210141 Product No.Description Serial No.Coverage Period Qty Price/USD from:to: Printed on: 09/23/2011 Page: 15 / 27 For more information on the format of this document visit www.hp.com/go/hpsdocs HA107AC HP Software 24x7 Support *** Software Support *** HP Software Technical Unlimited Support SW Technical Support SW Electronic Support 24 Hrs Std Office Days 24 Hrs Day 6 24 Hrs Day 7 Holidays Covered Standard Response BA509AC HP-UX Integrity MCOE w/Sys 4 Proc LTU 2 97.48 T2803BA HP Serviceguard Extension for SAP LTU 1 0.00 T2803BA#001 LTU-1st SAP System on Single Cluster 1 236.40 HP Software Updates Service License to Use & SW Updates HP Recommended SW Upd Method HP Recommended Doc Upd Method A7173A HP Dual Channel Ultra320 SCSI Adapter P062034107 1 0.00 B8483AA HP-UX 11i v2 HP9000/Integrity MCOE Media 1 0.00 B8483AA#ABA HP-UX MC Itanium OE Media, U.S.-English 1 0.00 BA509AC HP-UX Integrity MCOE w/Sys 4 Proc LTU 2 75.82 T2803BA HP Serviceguard Extension for SAP LTU 1 0.00 T2803BA#001 LTU-1st SAP System on Single Cluster 1 181.56 A7012A PCI-X 2 port 1000Base-T Gigabit Adptr 1 0.00 Equipment Address: City Of Palo Alto 250 HAMILTON AVE PALO ALTO CA 94301-2531 Please refer to the payment schedule for prices to be invoiced yearly in advance. Support Account Reference: PALOALTO27 HP Reference Number: 44125875 Hardware Contact: NANCY STOUT Tel: (650) 329-2673 Fax: Special Terms and Conditions No: B27164 Your PO Reference: CCRN Number: 0375210151 This quote is valid until 09/30/2011 Coverage from: 10/01/2011 to: 09/30/2016 Service Agreement ID: 1037 5210 1504 For Support, please call: 800-633-3600 Software Contact: NANCY STOUT Tel: (650) 329-2673 Fax: Product No.Description Serial No.Coverage Period Qty Price/USD from:to: Printed on: 09/23/2011 Page: 16 / 27 For more information on the format of this document visit www.hp.com/go/hpsdocs Software Update Address: CITY OF PALO ALTO 250 HAMILTON AVE PALO ALTO CA 94301 Support Account Detail Discounts Multi-Year Hdr Disc% -8% 69.88- Acct Volume Hdr Dsc% -6% 52.40- Government Header Discount % -18% 135.22- Pre Payment HdrDisc% -4% 24.64- Summary of Charges Software Support-Labor 333.88 Software Support-Labor Tax CA 0.00 Software Support-Materials 257.38 Software Support-Materials Tax CA 21.23 TOTAL INCLUDING TAX 612.49 Taxes have been added at current rate, however, tax rates will be those in effect at the time of invoicing. Total price includes all additions, deletions, warranties, discounts and adjustments if applicable. Please refer to the payment schedule for prices to be invoiced yearly in advance. Special Terms and Conditions No: B27164 Your PO Reference: CCRN Number: 0375210151 Product No.Description Serial No.Coverage Period Qty Price/USD from:to: Printed on: 09/23/2011 Page: 17 / 27 For more information on the format of this document visit www.hp.com/go/hpsdocs HA107AC HP Software 24x7 Support *** Software Support *** HP Software Technical Unlimited Support SW Technical Support SW Electronic Support 24 Hrs Std Office Days 24 Hrs Day 6 24 Hrs Day 7 Holidays Covered Standard Response T5175A HP CV EVA 4k Series Unlimited Lic 1 83.94 T5335A HP Bus Copy EVA4K Series 1TB LTU 1 53.48 B6951AA HP Data Prot Start Pk for HP-UX DVD LTU 1 50.84 B6953AA HP Data Prot One Drv UNIX/NAS/SAN LTU 1 45.10 HP Software Updates Service License to Use & SW Updates HP Recommended SW Upd Method HP Recommended Doc Upd Method AD525C HP EVA4100/6100 Cont Assembly 2S1744136T 1 0.00 T3680E HP Replication Sol Mgr Media v3.0 SW 1 0.00 T3724E HP Command View EVA v7.0 Media Kit 1 0.00 T5175A HP CV EVA 4k Series Unlimited Lic 1 56.19 T5335A HP Bus Copy EVA4K Series 1TB LTU 1 35.88 T4256D HP EVA4K/6K/8K 6.0 Controller Media Kit 1 0.00 B6951AA HP Data Prot Start Pk for HP-UX DVD LTU 1 35.26 Equipment Address: City Of Palo Alto 250 HAMILTON AVE PALO ALTO CA 94301-2531 Please refer to the payment schedule for prices to be invoiced yearly in advance. Support Account Reference: PALOALTO28 HP Reference Number: 43994876 Hardware Contact: NANCY STOUT Tel: (650) 329-2673 Fax: Special Terms and Conditions No: B27164 Your PO Reference: CCRN Number: 0375210161 This quote is valid until 09/30/2011 Coverage from: 10/01/2011 to: 09/30/2016 Service Agreement ID: 1037 5210 1674 For Support, please call: 800-633-3600 Software Contact: NANCY STOUT Tel: (650) 329-2673 Fax: Product No.Description Serial No.Coverage Period Qty Price/USD from:to: Printed on: 09/23/2011 Page: 18 / 27 For more information on the format of this document visit www.hp.com/go/hpsdocs Software Update Address: CITY OF PALO ALTO 250 HAMILTON AVE PALO ALTO CA 94301 Support Account Detail B6953AA HP Data Prot One Drv UNIX/NAS/SAN LTU 1 31.16 Discounts Multi-Year Hdr Disc% -8% 27.12- Acct Volume Hdr Dsc% -6% 20.34- Government Header Discount % -18% 88.12- Pre Payment HdrDisc% -4% 9.57- Summary of Charges Software Support-Labor 233.36 Software Support-Labor Tax CA 0.00 Software Support-Materials 158.49 Software Support-Materials Tax CA 13.07 TOTAL INCLUDING TAX 404.92 Taxes have been added at current rate, however, tax rates will be those in effect at the time of invoicing. Total price includes all additions, deletions, warranties, discounts and adjustments if applicable. Please refer to the payment schedule for prices to be invoiced yearly in advance. Special Terms and Conditions No: B27164 Your PO Reference: CCRN Number: 0375210161 Product No.Description Serial No.Coverage Period Qty Price/USD from:to: Printed on: 09/23/2011 Page: 19 / 27 For more information on the format of this document visit www.hp.com/go/hpsdocs HA107AC HP Software 24x7 Support *** Software Support *** HP Software Technical Unlimited Support SW Technical Support SW Electronic Support 24 Hrs Std Office Days 24 Hrs Day 6 24 Hrs Day 7 Holidays Covered Standard Response A2938AW HP 9000 Model E35 Server 1 34.53 HP Software Updates Service License to Use & SW Updates HP Recommended SW Upd Method HP Recommended Doc Upd Method A2938AW HP 9000 Model E35 Server 1 26.40 Discounts Multi-Year Hdr Disc% -8% 7.20- Acct Volume Hdr Dsc% -6% 5.40- Government Header Discount % -18% 13.93- Pre Payment HdrDisc% -4% 2.54- Equipment Address: City Of Palo Alto 250 HAMILTON AVE PALO ALTO CA 94301-2531 Please refer to the payment schedule for prices to be invoiced yearly in advance. Support Account Reference: PALOALTO4 HP Reference Number: 43995722 Hardware Contact: NANCY STOUT Tel: (650) 329-2673 Fax: Special Terms and Conditions No: B27164 Your PO Reference: CCRN Number: 0326291199 This quote is valid until 09/30/2011 Coverage from: 10/01/2011 to: 09/30/2016 Service Agreement ID: 1032 6291 1903 For Support, please call: 800-633-3600 Software Contact: NANCY STOUT Tel: (650) 329-2673 Fax: Product No.Description Serial No.Coverage Period Qty Price/USD from:to: Printed on: 09/23/2011 Page: 20 / 27 For more information on the format of this document visit www.hp.com/go/hpsdocs Software Update Address: CITY OF PALO ALTO 250 HAMILTON AVE PALO ALTO CA 94301 Support Account Detail Summary of Charges Software Support-Labor 34.53 Software Support-Labor Tax CA 0.00 Software Support-Materials 26.40 Software Support-Materials Tax CA 2.17 TOTAL INCLUDING TAX 63.10 Taxes have been added at current rate, however, tax rates will be those in effect at the time of invoicing. Total price includes all additions, deletions, warranties, discounts and adjustments if applicable. Please refer to the payment schedule for prices to be invoiced yearly in advance. Special Terms and Conditions No: B27164 Your PO Reference: CCRN Number: 0326291199 Product No.Description Serial No.Coverage Period Qty Price/USD from:to: Printed on: 09/23/2011 Page: 21 / 27 For more information on the format of this document visit www.hp.com/go/hpsdocs HA111AC HP Proactive 24 Service *** Environmental Services *** HP Mission Critical Service 76.50 Proactive Server Extensions 1 Discounts Multi-Year Hdr Disc% -8% 9.04- Acct Volume Hdr Dsc% -6% 6.78- Government Header Discount % -18% 17.49- Pre Payment HdrDisc% -4% 3.19- *** Software Support *** HP Software Technical Unlimited Support SW Technical Support SW Electronic Support 24 Hrs Std Office Days 24 Hrs Day 6 24 Hrs Day 7 Holidays Covered Standard Response A3284A HP 9000 K460 Server w/128 MB ECC memory 1 203.78 A4872A 240MHz PA-RISC 8200 CPU with 4 MB cache 1 12.18 B3919EA HP-UX Operating System License, Servers 1 0.00 B3919EA#AGS HP-UX Unlimited user/upgrade from 2 user 1 98.84 B3901BA HP C/ANSI C Developer Bundle Server LTU 1 3.04 Equipment Address: City Of Palo Alto 250 HAMILTON AVE PALO ALTO CA 94301-2531 Please refer to the payment schedule for prices to be invoiced yearly in advance. Support Account Reference: PALOALTO1 HP Reference Number: 44125872 Hardware Contact: NANCY STOUT Tel: (650) 329-2673 Fax: Special Terms and Conditions No: B27164 Your PO Reference: CCRN Number: 0326556855 This quote is valid until 09/30/2011 Coverage from: 10/01/2011 to: 09/30/2016 Service Agreement ID: 1032 6556 8506 For Support, please call: 800-633-3600 Software Contact: NANCY STOUT Tel: (650) 329-2673 Fax: Product No.Description Serial No.Coverage Period Qty Price/USD from:to: Printed on: 09/23/2011 Page: 22 / 27 For more information on the format of this document visit www.hp.com/go/hpsdocs Software Update Address: CITY OF PALO ALTO 250 HAMILTON AVE PALO ALTO CA 94301 Support Account Detail B3901BA HP C/ANSI C Developer Bundle Server LTU 1 3.04 B2491BA MirrorDisk/UX License for Servers 1 0.00 B2491BA MirrorDisk/UX License for Servers 1 0.00 B2491BA#AE5 System license for HP 9000 tier 2 SPUs 2 28.04 B3913DB HP aC++ LTU for Servers 1 6.71 HP Software Updates Service License to Use & SW Updates SW Updates on CD Doc Updates on CD A3284A HP 9000 K460 Server w/128 MB ECC memory 1 153.68 A4872A 240MHz PA-RISC 8200 CPU with 4 MB cache 1 10.16 B3919EA HP-UX Operating System License, Servers 1 0.00 B3919EA#AGS HP-UX Unlimited user/upgrade from 2 user 1 0.00 B3920EA HP-UX 11i v1 HP9000 FOE Media 1 0.00 B3920EA#ABA HP-UX OE Media for Servers U.S. - Eng 1 0.00 B6237AA HP C/ANSI C Developers Bundle Manuals 1 4.88 B3901BA HP C/ANSI C Developer Bundle Server LTU 1 7.92 B3901BA HP C/ANSI C Developer Bundle Server LTU 1 7.92 B2491BA MirrorDisk/UX License for Servers 1 0.00 B2491BA MirrorDisk/UX License for Servers 1 0.00 B2491BA#AE5 System license for HP 9000 tier 2 SPUs 2 21.92 B3913DB HP aC++ LTU for Servers 1 4.88 Discounts Multi-Year Hdr Disc% -8% 67.03- Acct Volume Hdr Dsc% -6% 50.23- Government Header Discount % -18% 129.63- Pre Payment HdrDisc% -4% 23.62- Summary of Charges Mission Critical Advisory Service 76.50 Mission Critical Advisory Service Tax CA 0.00 Software Support-Labor 355.63 Software Support-Labor Tax CA 0.00 Software Support-Materials 211.36 Software Support-Materials Tax CA 17.43 TOTAL INCLUDING TAX 660.92 Taxes have been added at current rate, however, tax rates will be those in effect at the time of invoicing. Total price includes all additions, deletions, warranties, discounts and adjustments if applicable. Please refer to the payment schedule for prices to be invoiced yearly in advance. Special Terms and Conditions No: B27164 Your PO Reference: CCRN Number: 0326556855 Product No.Description Serial No.Coverage Period Qty Price/USD from:to: Printed on: 09/23/2011 Page: 23 / 27 For more information on the format of this document visit www.hp.com/go/hpsdocs HA111AC HP Proactive 24 Service *** Environmental Services *** HP Mission Critical Service 76.50 Proactive Server Extensions 1 Discounts Multi-Year Hdr Disc% -8% 9.04- Acct Volume Hdr Dsc% -6% 6.78- Government Header Discount % -18% 17.49- Pre Payment HdrDisc% -4% 3.19- *** Software Support *** HP Software Technical Unlimited Support SW Technical Support SW Electronic Support 24 Hrs Std Office Days 24 Hrs Day 6 24 Hrs Day 7 Holidays Covered Standard Response B3919EA HP-UX Operating System License, Servers 1 0.00 B3919EA#UA1 2 user license 1 10.83 B2491BA MirrorDisk/UX License for Servers 1 0.00 B2491BA#AE5 System license for HP 9000 tier 2 SPUs 1 14.02 B6132AA HP GlancePlus Pak Tier 2 Software LTU 1 54.84 Equipment Address: City Of Palo Alto 250 HAMILTON AVE PALO ALTO CA 94301-2531 Please refer to the payment schedule for prices to be invoiced yearly in advance. Support Account Reference: PALOALTO10 HP Reference Number: 44125874 Hardware Contact: NANCY STOUT Tel: (650) 329-2673 Fax: Special Terms and Conditions No: B27164 Your PO Reference: CCRN Number: 0326561585 This quote is valid until 09/30/2011 Coverage from: 10/01/2011 to: 09/30/2016 Service Agreement ID: 1032 6561 5832 For Support, please call: 800-633-3600 Software Contact: NANCY STOUT Tel: (650) 329-2673 Fax: Product No.Description Serial No.Coverage Period Qty Price/USD from:to: Printed on: 09/23/2011 Page: 24 / 27 For more information on the format of this document visit www.hp.com/go/hpsdocs Software Update Address: CITY OF PALO ALTO 250 HAMILTON AVE PALO ALTO CA 94301 Support Account Detail B3913DB HP aC++ LTU for Servers 1 6.71 A3284A HP 9000 K460 Server w/128 MB ECC memory 1 203.78 A4872A 240MHz PA-RISC 8200 CPU with 4 MB cache 1 12.18 A4872A 240MHz PA-RISC 8200 CPU with 4 MB cache 1 12.18 A4872A 240MHz PA-RISC 8200 CPU with 4 MB cache 1 12.18 A4872A 240MHz PA-RISC 8200 CPU with 4 MB cache 1 12.18 A4872A 240MHz PA-RISC 8200 CPU with 4 MB cache 1 12.18 HP Software Updates Service License to Use & SW Updates SW Updates on CD Doc Updates on Paper B3919EA HP-UX Operating System License, Servers 1 0.00 B3919EA#UA1 2 user license 1 0.00 B3920EA HP-UX 11i v1 HP9000 FOE Media 1 0.00 B3920EA#ABA HP-UX OE Media for Servers U.S. - Eng 1 0.00 B3921EA HP-UX version 11.0 manuals 1 0.00 B3921EA#AVL HP-UX version 11.0 manuals CDE genera 1 5.41 B2491BA MirrorDisk/UX License for Servers 1 0.00 B2491BA#AE5 System license for HP 9000 tier 2 SPUs 1 10.96 B6132AA HP GlancePlus Pak Tier 2 Software LTU 1 37.91 B3701AA HP GlancePlus/UX Pak HP-UX 11 Media 1 0.00 B3913DB HP aC++ LTU for Servers 1 4.88 A3284A HP 9000 K460 Server w/128 MB ECC memory 1 153.68 A4872A 240MHz PA-RISC 8200 CPU with 4 MB cache 1 10.16 A4872A 240MHz PA-RISC 8200 CPU with 4 MB cache 1 10.16 A4872A 240MHz PA-RISC 8200 CPU with 4 MB cache 1 10.16 B3701AA#A53 HP-UX 11i Version 3 1 0.00 A4872A 240MHz PA-RISC 8200 CPU with 4 MB cache 1 10.16 A4872A 240MHz PA-RISC 8200 CPU with 4 MB cache 1 10.16 Discounts Multi-Year Hdr Disc% -8% 72.65- Acct Volume Hdr Dsc% -6% 54.47- Government Header Discount % -18% 140.56- Pre Payment HdrDisc% -4% 25.60- Please refer to the payment schedule for prices to be invoiced yearly in advance. Special Terms and Conditions No: B27164 Your PO Reference: CCRN Number: 0326561585 Product No.Description Serial No.Coverage Period Qty Price/USD from:to: Printed on: 09/23/2011 Page: 25 / 27 For more information on the format of this document visit www.hp.com/go/hpsdocs Summary of Charges Mission Critical Advisory Service 76.50 Mission Critical Advisory Service Tax CA 0.00 Software Support-Labor 351.08 Software Support-Labor Tax CA 0.00 Software Support-Materials 263.64 Software Support-Materials Tax CA 21.76 TOTAL INCLUDING TAX 712.98 Taxes have been added at current rate, however, tax rates will be those in effect at the time of invoicing. Total price includes all additions, deletions, warranties, discounts and adjustments if applicable. Please refer to the payment schedule for prices to be invoiced yearly in advance. Special Terms and Conditions No: B27164 Your PO Reference: CCRN Number: 0326561585 Product No.Description Serial No.Coverage Period Qty Price/USD from:to: Printed on: 09/23/2011 Page: 26 / 27 For more information on the format of this document visit www.hp.com/go/hpsdocs CITYOFPALOVMWARE 1,121.04 1,121.04 1,121.04 1,121.04 1,121.04 PALOALTO20 27,494.52 27,494.52 27,494.52 27,494.52 27,494.52 PALOALTO22 5,519.16 5,519.16 5,519.16 5,519.16 5,519.16 PALOALTO24 1,258.80 1,258.80 1,258.80 1,258.80 1,258.80 PALOALTO25 9,113.04 9,113.04 9,113.04 9,113.04 9,113.04 PALOALTO26 7,214.40 7,214.40 7,214.40 7,214.40 7,214.40 PALOALTO27 7,095.12 7,095.12 7,095.12 7,095.12 7,095.12 PALOALTO28 4,702.20 4,702.20 4,702.20 4,702.20 4,702.20 PALOALTO4 731.16 731.16 731.16 731.16 731.16 PALOALTO1 7,721.88 7,721.88 7,721.88 7,721.88 7,721.88 PALOALTO10 8,294.64 8,294.64 8,294.64 8,294.64 8,294.64 Total for the period City Of Palo Alto 80,265.96 80,265.96 80,265.96 80,265.96 80,265.96 Applicable tax to be added to the invoice. Please refer to the payment schedule for prices to be invoiced yearly in advance. Price in USD. AMP ID: ML 130132937 HP Invoice Group No: 60221907 Print Date 09/23/2011 Page 27 / 27 Support Account Reference 10/01/2011 10/01/2012 10/01/2013 10/01/2014 10/01/2015 09/30/2012 09/30/2013 09/30/2014 09/30/2015 09/30/2016 Settlement Period from: From: 10/01/2011 to: 09/30/2016 Payment Schedule as of 09/23/2011 HP Care Pack Support Service Agreement Terms and Conditions for the United States 1. Support Services: HP will provide the support services (“HP Care Pack Services”) described in this Service Agreement (the “Agreement”) to Customer (as defined in Section 2 below) for products purchased in the United States, and as more fully described in the applicable HP Data Sheet. If it is mutually agreed upon by HP and an HP Authorized Representative, an HP Authorized Representative will provide the services on behalf of HP. In the event of any conflict, the terms and conditions of this Agreement shall control. 2. Customer: As used herein “Customer” refers to either (a) end-user HP customer who purchases the HP Care Pack Services described in this Agreement directly from HP or from an authorized HP reseller, wholesaler, or distributor, or (b) an HP Authorized Representative who purchases HP Care Pack Services in order to obtain support for hardware products at its own or its customer’s site. 3. Charges: Customer will prepay for HP Care Pack Services at the time of support purchase. Customer will pay all applicable taxes. Full refunds for prepaid services are available from the place of purchase only if Customer cancels within thirty (30) days of receipt of the Agreement, and provided no HP Care Pack Services have been provided by HP at time of cancellation. An additional charge may be billed to Customer for hardware products that are found not defective. 4. Eligible Products: (a) To be eligible for HP Care Pack Services, product must be at current specified revision levels and, in HP’s reasonable opinion, in good operating condition. (b) Customer can purchase HP Care Pack Services only for designated HP and non-HP software for which Customer has rightfully acquired appropriate software license(s). (c) Relocation of product is Customer’s responsibility and may result in additional support charges and modified service response times. (d) Unless otherwise specified in the applicable HP Data Sheet, products moved outside the country where this HP Care Pack Service is purchased will not receive service under the terms of the Agreement. (e) Notwithstanding Section 4(a) of the Terms and Conditions, products which are in good operating condition at the time HP Care Pack is purchased are eligible for post warranty hardware support even if they are not at current specified revision levels available. 5. HP warrants the HP Care Pack Services will be provided in a professional and workmanlike manner. THE ABOVE WARRANTY IS EXCLUSIVE AND NO OTHER WARRANTY, WHETHER WRITTEN OR ORAL, IS EXPRESSED OR IMPLIED. TO THE EXTENT PERMITTED BY LAW, HP SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. 2 6. Limitations of Liability and Remedies: To the extent HP is held legally liable to Customer, HP’s liability is limited to damages for bodily injury and direct damages to tangible property up to the limit of $300,000 (U.S.) and other direct damages for any claim based on a material breach of HP Care Pack Services, up to a maximum of the HP Care Pack Service charges paid by Customer for this Agreement for the products at issue. HP will not be liable for performance delays or for nonperformance due to causes beyond its reasonable control. THE REMEDIES PROVIDED IN THIS AGREEMENT ARE CUSTOMER’S SOLE AND EXCLUSIVE REMEDIES. EXCEPT AS INDICATED ABOVE, IN NO EVENT WILL HP, ITS AFFILIATES, ITS SUBCONTRACTORS, OR SUPPLIERS BE LIABLE FOR LOSS OF DATA OR FOR DIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL (INCLUDING DOWNTIME COSTS OR LOST PROFIT), OR OTHER DAMAGE WHETHER BASED IN CONTRACT, TORT, OR OTHERWISE. 7. Limitations of Service: (a.) HP does not provide HP Care Pack Services for products not supplied by HP unless approved by HP in writing, or for products that Customer does not allow HP to incorporate modifications. Customer or an approved designated contact is responsible for removing any products not eligible for HP Care Pack Services to allow HP to perform service. If delivery of HP Care Pack Services is made more difficult because of such products, HP will charge Customer for the extra work at HP’s standard service rates. (b.) Unless otherwise specified, this Agreement excludes the provision, return/replacement, and nstallation by HP of consumables, user replacement parts, maintenance kits, or other consumable items including, but not limited to, accessories, operating supplies, magnetic media, paper, print heads, ribbons, toner, a/c adapters, and batteries. (c.) Unless otherwise specified in the applicable HP Data Sheet, and subject to the limitations therein, HP Care Pack Services do not cover any damage or failure caused by: (i) use of non-HP media, supplies and other products; (ii) site conditions that do not conform to HP’s site specifications; (iii) neglect, improper use, fire or water damage, electrical disturbances, transportation by Customer (and in the case of HP Authorized Representatives, by owners or users of the supported system), work or modification by people other than HP employees or HP Authorized Representatives, or other causes beyond HP’s control; or (iv) inability of products not manufactured by HP and non compliant HP products in Customer’s supported environment to correctly process, provide or receive date data (i.e., representations for month, day, and year), or the inability of these products to properly exchange date data with any products covered by HP support services. Complete resolution of some problems may be beyond the control of HP and thus outside the scope of these services. (d.) Supported Software Versions: Unless otherwise agreed by HP, HP provides HP Care Pack Services only for the current and immediately preceding versions of HP software, and only when the software is used with hardware that is included in HP-specified configurations. A version is defined as a release of a software product that contains new features, enhancements, and maintenance updates. If support coverage lapses, additional fees may be required to resumem support coverage. HP will support specified versions of selected non- HP software, but will not support the software any longer than the vendor supports it. For non-HP software, HP provides HP Care Pack Services only for software versions that are documented as supported on specified configurations. HP will be under no obligation to provide HP Care Pack Services should it be required due to alterations or modifications to code. (e.) Non-HP Products: HP is not liable for the performance or non-performance of third party vendors, their products, or their support services. HP’s decision on how long to offer HP support on selected non-HP products is final. 3 (f.) Some HP Care Pack Services features and coverage levels are subject to local availability. (g.) HP reserves the right and Customer consents to HP’s use of subcontractors to assist in the provision of HP Care Pack Services as HP deems appropriate, without notice to Customer. 8. Customer Responsibilities: (a.) Customer or HP Authorized Representative is responsible for registering the hardware product to be supported within ten (10) days of purchase of the support service, using the registration instructions within each package, email document, or as otherwise directed by HP. In the event a covered product changes location or the support service is transferred with the sale of a used hardware product, registration (or a proper adjustment to existing HP registration) is to occur within ten days of purchase from previous owner. HP IS NOT OBLIGATED TO PROVIDE SUPPORT SERVICES IF CUSTOMER OR HP AUTHORIZED REPRESENTATIVE DOES NOT REGISTER HARDWARE PRODUCT AS STATED HEREIN. (b.)Customer will make all reasonable efforts to support and cooperate with HP in resolving the problem remotely, for example, starting and executing self tests or diagnostic programs, providing all necessary information, or performing basic remedial activities upon HP’s request. (c.) Customer will ensure that HP service personnel are provided with sufficient electrical power to perform necessary hardware maintenance and operating supplies used during normal operation. (d.) Customer is responsible for the security of its proprietary and confidential information and for maintaining a procedure external to the hardware products for reconstruction of lost, or altered files, data, or programs. (e.) Customer must notify HP if any hardware products serviced are being used in an environment that poses a potential health or safety hazard to HP employees or subcontractors; HP may require Customer to maintain such products under HP supervision. (f.) Customer must ensure that an adult representative is present when HP is providing services at Customer’s designated location or by telephone. (g.) If remote support is available, Customer will allow HP to keep system and network diagnostic program resident on the covered product and provide HP login access for the exclusive purpose of performing diagnostics. (h.) Customer acknowledges that Customer has no ownership interest in diagnostic software provided by HP and that HP will remove these diagnostic programs and any HP loaned modems or other equipment upon termination of this Agreement. When capable, the covered product must be configured to permit access to one voice-grade telephone line and one data-quality telephone line; both must have terminations located near the covered product. Upon HP’s request, Customer will run HP-supplied diagnostic programs before having a hardware product serviced under this Agreement. (i.) Off-Site Support and Exchange Services: Customer is responsible for performing the following functions prior to return shipping a failed hardware product to HP: a) perform all steps for self-test and trouble-shooting specified in the operating manual for the product; b) provide, in writing, the model number, serial number, current failure symptoms, pertinent failure history and ship-to address (if applicable); and c) unless 4 the product will be delivered and picked up in person by Customer, Customer is responsible for packaging the failed product carefully in the original or HP provided shipping container, or a shipping container that prevents the product from being damaged while in transit to HP. 9. On-Site Support for HP Network Connectivity Products: Configuration restoration assistance will be offered after repairing or replacing an HP hub, bridge, switch or router (or add-in HP module or transceiver). HP will work with the customer to restore the configuration of the serviced device if the valid pre-service configuration is immediately available. The valid configuration may be in the form of either an electronically saved file or a clear and complete printed documentation of all required device parameters. On-site support for HP Network Connectivity Products is a device- specific service and not intended for interconnection troubleshooting. 10. Maximum Use Limitations: Products operated in excess of their maximum usage rate or duty cycle (as specified in the technical data sheet, operating manual, or service description) will be serviced at HP’s standard service rates. 11. Transfer of Service: This Agreement may only be assigned in connection with sale of the covered product. Customer or HP Authorized Representative as assignor must inform HP when the covered product is sold. The assignment must be in writing, signed by the assignor and available for inspection by HP personnel. Assignment will not be valid if in breach of local or U.S. export regulations. 12. Post Warranty HP Care Pack Services: Certain select products may be eligible for the purchase of a Post Warranty HP Care Pack. Such Post Warranty Care Pack Services may be purchased either (i) after expiration of the original product warranty period; or (ii) for renewal of a previously purchased HP Care Pack Service to provide the Customer with uninterrupted support services. The coverage period for the Post Warranty HP Care Pack Service will begin at the time of purchase of the Post Warranty Care Pack Service and continue for the period purchased. 13. Term: (a.) For Hardware Support purchased during the product warranty period, this Agreement will begin on the date of initial purchase of the new hardware product to be supported and will terminate either at the end of the specified number of years of service purchased; or for Hardware Support Services with page limits, terminate once the specified page limit (or page count) has been exceeded or at the end of the specified number of years of service purchased, whichever comes first. Page count is defined as the number of pages (printed or plain) that have passed through a printers print engine and recorded on the test page. (b) For Hardware Support purchased after expiration of the warranty, this Agreement will begin on the purchase date of this Agreement and will terminate at the end of the specified number of years of service purchased. (c) For Network Support or Software Support, this Agreement will begin on the date of registration or thirty (30) days after purchase, whichever occurs first; and will terminate either at the end of the specified number of years of service purchased or, if applicable, upon closure of the last covered incident, whichever occurs first. (d) All HP Care Pack Service will continue until terminated by either party under the provisions of this Agreement. This Agreement is not renewable; Customer may for some eligible products, purchase another Agreement upon expiration or termination of this Agreement. The cost of another Agreement will reflect the age of the product and service costs at time of purchase. 14. Termination: Customer may terminate this Agreement by notifying the place of purchase at any time within thirty (30) days of purchase to receive a full refund from the place of purchase. HP may terminate at any time after the effective date of this Agreement if Customer fails to perform or observe any condition of this Agreement with HP. Notwithstanding the foregoing, FOR CALIFORNIA CONSUMERS (individuals who purchase for home, family or personal use only), if Customer cancels after thirty (30) days by sending a written notice of cancellation plus proof of purchase to HP, Customer will receive a pro rata refund based on the time expired less a cancellation charge of $25 or 10% of the purchase price of the Agreement, whichever is less. FOR FLORIDA CONSUMERS (individuals who purchase for home, family or personal use only), if Customer cancels after thirty (30) days by sending a written notice of cancellation plus proof of purchase to HP, Customer will receive a pro rata refund equal to 90% of the unearned pro rata purchase price less any claims that have been paid or less the cost of repairs made on Customer’s behalf 15. Governing Laws: Any disputes arising in connection with this Agreement will be governed by the laws of the State of California. The courts of the State of California shall have jurisdiction. FOR NEVADA CONSUMERS, the laws of the State of Nevada will govern any disputes arising in connection with this Agreement. FOR WASHINGTON CONSUMERS, any civil action brought in connection with this Agreement does not have to be brought in the courts of the State of California. FOR WYOMING CONSUMERS, the laws of the State of Wyoming will govern any disputes arising out of this Agreement and any civil action may be brought in the courts of the State of Wyoming. 16. Entire Agreement: The terms and conditions of this Agreement (together with the HP Authorized Contract Management Partner Addendum for HP Authorized Representatives), and the applicable HP data sheet constitute the entire understanding between the parties relating to the provision of services described herein and will supersede any previous communication, representation or agreement whether oral or written. Customer’s additional or different terms and conditions will not apply. Customer’s acceptance of this Agreement is deemed to occur upon Customer’s purchase of HP Care Pack Service. No change of any of the terms and conditions will be valid unless in writing signed by an authorized representative of each party. 17. For products purchased in the United States (except in Florida), Hewlett-Packard Company located at 3000 Hanover Street, Palo Alto, CA 94304, is legally and financially obligated to provide the HP Care Pack Services described in this Agreement and these obligations are backed by the full faith and credit of HP. For products purchased in Florida, obligations of HP under this Agreement are guaranteed under a service contract reimbursement policy. Should HP fail to pay or provide HP Care Pack Services on any claims within 60 days after proof of loss has been filed, Customer is entitled to make a claim directly against Technology Insurance Company. If HP fails to perform under this Agreement, Technology Insurance Company shall pay on HP’s behalf, any sums HP is legally obligated to pay or shall provide the HP Care Pack Services which HP is legally obligated to perform under this Agreement. Technology Insurance Company of New Hampshire, 59 Maiden Lane, New York, NY 10038., Toll Free # 877.528.7878. 5 6 7 5 AV-RUF6B-TK Revised 08/2005 Software services and fast, reliable support for your IT staff HP Software Support Service provides software services for HP software and selected third-party software. With HP Software Support, your IT staff has fast, reliable access to HP Response Centers. HP Response Center engineers work with your IT team to provide advice on software features and use, problem diagnosis and resolution, software defect identification, and access to patches. HP Software Support Service also provides new revisions of HP and selected HP-supported third-party software products, software patches, and reference manuals. This includes the license to use and copy new revisions of software products on all supported systems covered by the original software license. This service also provides electronic access to support information, allowing any member of your IT staff to locate essential product and support information. For third-party products, this is subject to availability of such information electronically from the vendor. HP Software Support Service HP Customer Support Contractual Services Package HP Support Services are governed by Exhibit SS5 and the HP Terms and Conditions of Sale and Service, HP Business Terms or HP Global Agreement. Technical data 2 Service benefits Service feature highlights This service enables you to: • Improve productivity of system managers and operators • Increase system performance and reduce downtime due to software defects • Update HP software and selected third-party software at a predictable cost • Reduce the cost of purchasing individual software updates through subscription savings • Notify system managers when new software releases are made available • Problem resolution through trained technical resources • License to use and copy software product updates • Software product and documentation updates • Electronic software support • Access to technical resources • Problem analysis and resolution • Escalation management • Software features and operational support • Problem isolation • Remote access • Installation advisory support • Choice of coverage windows • Additional named callers (optional) Specifications Table 1. Service features Feature License to use and copy software product updates Software product and documentation updates Electronic software support Access to technical resources Problem analysis and resolution Escalation management Software features and operational support Problem isolation Delivery specifications The Customer receives the license to use and copy the software product updates for all supported systems covered by the original software license. The Customer may use and copy updates to HP or third-party software (subject to the third-party software license terms) on each system covered by this service as described in Exhibit E16, HP Terms and Conditions of Sale and Service, and in Exhibit SS5, HP Support Services. As HP releases updates to HP software, the latest revisions of the software and reference manuals are made available to the Customer’s system manager or designee. For selected third-party software, HP will provide software updates as such updates are made available from the third party, or HP may provide instructions on how to obtain any software updates directly from the third party. For certain products, the Customer may be offered a choice of media. An access code, license key, or instructions for obtaining an access code or license key will also be provided to the Customer when it is required to install or run the latest software revision. As a part of this service, HP will provide access to software-related electronic and Web-based tools and services, as available. As a Software Support Service contract holder, the Customer has access to services available to all registered software support users, plus additional capabilities such as searching knowledge databases and downloading HP software patches. If software patches and updated information for HP- supported third-party products are made available to HP by the original software manufacturer, the Customer may also have access to these as part of this service. For some HP products, the Software Update Manager (SUM), an online service for software updates, is available at the Customer’s option. The SUM allows the Customer to download software and documentation updates, order physical media, view order status and history, and receive software update notifications via e-mail. The Customer can access HP technical resources via telephone, electronic communication, or fax (where locally available) for assistance in resolving software implementation or operations problems. HP provides corrective support to resolve identifiable and Customer-reproducible software product problems. HP also provides support to help the Customer identify problems that are difficult to reproduce. The Customer receives assistance in troubleshooting problems and solving configuration parameters. HP has established formal escalation procedures to facilitate complex software problem resolution. Local HP management coordinates problem escalation, enlisting the skills of key problem-solving specialists throughout HP and selected third parties. HP provides information on the latest product features, known problems and available solutions, and operational advice and assistance. Problem isolation to the software product is provided. The Customer is informed if the problem is perceived to be hardware related. If the Customer’s hardware is covered under an HP Hardware Maintenance Onsite Service agreement, a service request will be logged to the diagnose-before-dispatch desk on the Customer’s behalf. With Customer approval, a per-call service request will be logged on the Customer’s behalf for problems related to hardware not covered under a Hardware Maintenance Onsite agreement. HP Support Services are governed by Exhibit SS5 and the HP Terms and Conditions of Sale and Service, HP Business Terms or HP Global Agreement. Support for three named Customer callers is included with HP Software Support Service. The Customer can optionally purchase support for additional callers. Additional named callers Specifications Table 2. Optional service feature Optional feature Delivery specifications 3 Remote access Installation advisory support Coverage window Specifications Table 1. Service features, continued Feature Delivery specifications At the option of HP and with Customer approval, selected remote access tools, such as a telephone support tool, may be used to facilitate problem- solving. The use of these tools allows HP to work interactively with the Customer and facilitates remote diagnosis of problems with the Customer’s system. The Customer can choose to use any of these remote access tools to assist in the resolution of service requests. Only HP-provided, HP-approved tools are to be used as a part of this feature. Advisory support is provided to the Customer who encounters difficulties while performing a product installation or who needs advice on proper installation methods and updating of standalone applications. Advisory support for products that are installed in a network environment is also provided. This service feature does not include down-line loading of complete software packages or walking through an installation from start to finish. These services are available for an additional charge and can be purchased separately from HP. The coverage window specifies the time during which services are available. • Standard business hours, standard business days:Service is available between 8:00 am and 5:00 pm Monday through Friday, excluding HP holidays. This coverage applies when Software Support M-F is purchased. Calls received and answered outside this service window will be logged the next day for which the Customer has a service window (may vary by geographic location). • 24x7:Service is available 24 hours per day, Monday through Sunday, including all HP holidays. This coverage applies when Software Support 24x7 is purchased. HP Support Services are governed by Exhibit SS5 and the HP Terms and Conditions of Sale and Service, HP Business Terms or HP Global Agreement. Service eligibility To be eligible to purchase software product support, the Customer must be properly licensed to use the revision of the software product that is current at the beginning of the service agreement period; otherwise, an additional charge may be applied to bring the Customer into service eligibility Customer responsibilities The Customer must retain and provide to HP upon request all original software licenses, upgrade license agreements, and license keys. The Customer will use all software products in accordance with current HP software licensing terms corresponding to the Customer’s prerequisite underlying software license, or in accordance with the current licensing terms of the third-party software manufacturer, if applicable, including any additional software licensing terms that may accompany such software updates provided under this service. When the Customer receives hardcopy or e-mail notification that a new update of software is available, it is the Customer’s responsibility to reply to the notification in order to receive the new software update. The Customer is responsible for registering to use HP’s electronic facility in order to obtain software product information and download HP software patches. Service limitations Software updates are not available for all software products. Upon the Customer’s request, HP will provide the Customer with a list of software products that do not require software updates. When this service feature is not available, it will not be included in HP Software Support Service. For Customers with multiple systems at the same location, HP may limit the number of physical media sets containing software updates provided as part of this service. Software support must be purchased for each computer system in the Customer’s environment that will require support. For some products, software updates include only minor improved features; new versions or revisions must be purchased separately. Upon the Customer’s request, HP will provide the Customer with a list of software products that do not include new versions or revisions in the software update price. The price for new versions or revisions of these software products is not included in the HP Software Support Service. General provisions/Other exclusions Distribution of certain third-party software updates, license agreements, and license keys may be made directly from the third-party vendor to the Customer. For more information For more information on HP Software Support Service, contact any of our worldwide sales offices or resellers or visit our Web site at: www.hp.com/hps/support © 2003 Hewlett-Packard Development Company, L.P and its affiliate Hewlett Packard (Canada) Co. The information contained herein is subject to change without notice. The only warranties for HP products and services are set forth in the express warranty statements accompanying such products and services. Nothing herein should be construed as constituting an additional warranty or condition, express or implied, in fact or in law. HP shall not be liable for technical or editorial errors or omissions contained herein. Intel and Pentium are U.S. registered trademarks of Intel Corporation. HP Support Services are governed by Exhibit SS5 and the HP Terms and Conditions of Sale and Service, HP Business Terms or HP Global Agreement. 5981-8510ENUC Rev.1, 10/2003 To learn more, visit www.hp.com HP Software Support Service Your company has demonstrated that it understands the value of a well-managed IT environment. You have diligently invested in the latest technology—including servers, storage, storage area networks (SANs), software, networking equipment—and in experienced IT staff. The results have been satisfactory. Yet your business users are demanding more stability and you are facing pressure on your IT budget. What you need is to find more effective ways to manage the many challenges your organization faces. Almost every enterprise IT infrastructure, no matter how well managed, can still improve the services it provides to the business. Companies that take the initiative to pursue operational improvements are likely to add substantial value to their businesses. Integrated proactive and reactive support for your IT environment HP experts work with you, using the HP value-based delivery methodology, to understand your existing IT environment and goals. They identify improvements that can be made to help you reach your goals and provide technical and operational assistance to augment your existing capabilities. In addition to this personal consultation and analysis, HP employs leading-edge remote support technologies to monitor your systems electronically and identify potential problems, so that they can be corrected before they cause outages. These key diagnostic measures are accompanied by 24x7 technical support with a four-hour onsite hardware response to help reduce the effects of unplanned downtime. HP Proactive 24 Service Enhance the effectiveness of your IT infrastructure Overview • Improve IT infrastructure stability and performance • Resolve problems quickly • Increase IT operational efficiency • Accelerate the adoption of new technology HP recognizes that the key to improving IT operational effectiveness is to coordinate activities across all the components of your infrastructure. HP Proactive 24 Service includes consistent proactive and reactive services across the whole infrastructure, including software and hardware—servers, storage, SANs, and networks—and specialized solution support for SAP environments, IT Service Management improvements, and IT security. In addition to leveraging HP expertise on a variety of operating systems (including HP-UX, Tru64 UNIX®, Windows®, Linux, MPE, OpenVMS, and NonStop Kernel), HP Proactive 24 Service customers receive help from HP experts on a range of technology topics to improve IT knowledge and effectiveness. Key Proactive 24 Service highlights The strength of HP Proactive 24 Service lies in its unique combination of an assigned support manager, proactive services, and rapid response to problems that occur. Alone, any one of these elements would make a significant contribution to improving performance across your IT environment. Together, however, they are even more effective at helping you obtain better results from your IT investments. The highlights of HP Proactive 24 Service include the following: Assigned customer support manager• —An HP account support manager works with you, as a single point of contact, to identify your specific support needs, develop a plan to address those needs, and coordinate delivery of relevant services Account support plan• —The account support plan is a tool that documents your environment and specifies the services HP can deliver so that you meet your operational objectives. It is adjusted periodically as your needs change Site environmental evaluation• —HP employs a variety of diagnostic tools to assess availability, supportability, and environmental conditions at your site. Each evaluation is followed up with specific recommendations to improve performance in these critical areas Operating System patch analysis and • management—HP monitors all patches as they are released, discusses recommended patches with you, and simplifies the patch management process Firmware/software updates• —HP monitors all updates to your storage, SAN, and network firmware and software, and recommends which updates to pursue Data Center services• —Specialized technical consulting included with HP Proactive 24 Service helps you focus on specific areas of improvement for your operation. Technical consulting is available on a variety of topics, including availability, capacity and performance, change management, security, and infrastructure management 24x7 support• —HP provides unlimited remote assistance with critical and non-critical hardware and software problems through the HP response center—24 hours a day, 365 days a year, including four-hour onsite response for hardware issues that cannot be resolved remotely Education planning assistance• —HP provides customized course recommendations to improve the technical and process knowledge of your IT staff Electronic information support• —The HP IT Resource Center (ITRC) website provides comprehensive customized knowledge and service, including self-solve tools, personalized assistance, online training, and instant access to the most comprehensive multi-vendor, multi-platform IT content available HP Proactive 24 Service complements your internal IT resources with proactive advice and assistance that helps you improve the effectiveness of your IT infrastructure. 2 Optional enhancements extend the value The HP Fundamental IT Service Management Improvement Service enhancement is integrated with HP Proactive 24 Service to assist customers with continual improvements to their service management programs. It includes an ITSM assessment, which analyzes selected ITSM disciplines that commonly cause the most problems for our customers, pinpointing the gaps between current practices and those required to meet your specific service management objectives. It follows this up with a Service Improvement Plan (SIP), containing recommendations to help close the gaps, and implementation assistance. Combining Proactive 24 Service with this option helps you leverage the HP expertise in people and process issues as well as managing IT. Proactive 24 Service enhancement for SAP provides both proactive and reactive services to help enable your SAP infrastructure to meet your availability and performance objectives. Trained, certified SAP professionals deliver proactive services such as patch assistance, trend analysis, capacity planning, and performance analysis—all designed to help you fine-tune the performance of your mission-critical SAP applications. Special, accelerated HP-SAP troubleshooting and escalation processes enable rapid resolution if problems arise. The Security Service enhancement leverages the proven service management processes, methodologies, and best practices of HP. An HP security consultant performs an ITIL-based assessment to identify gaps against security standards and best practices. Based on the assessment, actions for improvement are recommended. Through this analysis, which includes vulnerability scans and creating customized critical security alerts, you can focus on maximizing IT security and minimizing business risk. Proactive Select additions augment Proactive 24 Service with additional technical expertise and first-rate practices to fit your particular technology challenges. Choose from a wide range of technology and process services, including blades and virtualization, to name a few. Benefits of HP Proactive 24 Service With HP Proactive 24 Service, you leverage the expertise, knowledge, and capabilities of the HP services personnel, worldwide support infrastructure, and remote support technology to improve the effectiveness of your IT infrastructure based on your specific needs. Simplified and consolidated support planning and • delivery—HP Proactive 24 Service provides a single point of contact for planning and delivery of support services as well as shared accountability Improved stability of your IT environment• —By increasing stability, you can enable your IT infrastructure to be more resilient in the face of the constant changes that are part of today’s business environment Improved IT effectiveness• —By improving the effectiveness of your technology infrastructure, you improve the customer service levels and performance of your existing IT assets Rapid resolution of complex problems• —HP Proactive 24 Service helps you resolve problems quickly so that business disruptions are reduced and customer satisfaction is increased 3 Technology for better business outcomes To learn more, visit www.hp.com/hps/missioncritical © Copyright 2009 Hewlett-Packard Development Company, L.P. The information contained herein is subject to change without notice. The only warranties for HP products and services are set forth in the express warranty statements accompanying such products and services. Nothing herein should be construed as constituting an additional warranty. HP shall not be liable for technical or editorial errors or omissions contained herein. Microsoft and Windows are U.S. registered trademarks of Microsoft Corporation. UNIX is a registered trademark of The Open Group. 5981-9842EN Rev. 5, January 2009 Why HP for support services? When you work with HP, you are working with one of the most trusted names in the IT industry. We have more than 40 years’ experience delivering IT infrastructure support, with a staff of 65,000 service professionals and 12,000 ITIL-certified IT professionals around the world. We are leaders in providing mission-critical services for open environments, enterprise-ready Microsoft® integration and support, and services for UNIX, Windows, Linux, MPE, OpenVMS, and NonStop Kernel. We have created the largest channel partner network in the world, with more than 80 education centers and a global reach that extends to more than 160 countries. For more information If you would like to learn more about the specific features of HP Proactive 24 Service, please contact your local HP sales representative or visit www.hp.com/services/missioncritical REQUEST FOR SOLE SOURCE OR EXEMPTION FROM COMPETITIVE SOLICITATION (Purchases in excess of $5,000) To: Greg Pustelnik Buyer or Contract Manager KB Paige ITS From: (Requestor) (Department/Division) Request for the purchase of: Hewlett-Packard Operating System Support Services Requested supplier/vendor, if known: Hewlett-Packard Company Vendor # 102801 Vendor Address: 8000 Foothills BLVD, M/S 5512, Roseville, CA 95747-5636 Vendor Contact: Patsy Wallace Phone: 1-800-286-1115 Purchase Requisition: Old Contract C07119658 Cost Estimate $: 455,173.80No Tax Include JUSTIFICATION: Justification must include the following: 1. A description of the unique need that necessitates a sole source purchase, a product standardization request, or other type of exemption from competitive solicitation. 2. A statement describing the actions taken by the department during the search for the project or service. 3. Any reviews, reports, or specifications prepared by the department during the research for available products or services. 4. Expected length of contract. PROVIDE YOUR JUSTIFICATION HERE: 1. HP is the only provider of HP Operating System Support. 2. HP provides maintenance and support for the operating system for the HP servers the City uses. There are no other providers of this maintenance or support since the operating system is proprietary. 3. No reviews were performed since HP is the only provider of HP Operating System Support. 4. This Contract shall be for the maximum allowed by the City of Palo Alto, (Three Years). FOLLOW THESE INSTRUCTIONS FOR THE APPROVAL PROCESS: After filling out your Request, please follow these instructions: 1. The departmental approval shall be obtained by sending this Request (filled out by requestor) as an attachment via email to the Department Head, who approves by typing the words: “Request Approved”. (Any approvals required prior to this step shall be obtained at the Department Head’s discretion and are not required as an attachment to the email.) 2. The Department Head then forwards the same email directly to the Buyer or Contract Manager assigned to the purchase requisition. (See name at top of form.) 3. The Buyer or Contract Manager will obtain Purchasing Manager and City Manager approvals prior to processing the Request. PURCHASING GUIDE – APPENDICX E PAGE 1 OF 1 Dear LISA BOLGER: Enclosed you will find a Hewlett-Packard support service quote for your products. Review the services, support items, coverage dates, addresses, and company contacts for accuracy. Please advise HP of any changes prior to submitting your purchase order. To order support services detailed in this package, please return billing authorization by choosing one of the following convenient options. Subject to HP Single Order Terms for Support or purchase agreement with HP and if applicable, Exhibit E24. Option 1: Provide an open-ended purchase order. An open-ended purchase order allows HP to add products to your agreement as necessary, as well as renew your support from year to year. Cancellation of the support service agreement requires a 30-day written notice. Option 2: Provide a purchase order for the coverage dates specified in the enclosed referenced proposal. Option 3: Sign and return the attached Signature Authorization Method (SAM) form. Purchase orders must reference the HP Reference Number and the Support Account Reference. Applicable tax will be added to all products. If your organization is tax-exempt, please send a copy of the tax exemption certificate. Hewlett-Packard values your business and looks forward to providing you with continued support. If you have any questions or require further assistance, please contact your Contract Admin. at FAX Sincerely, Yocksi Sing Contract Admin. Yocksi Sing HEWLETT-PACKARD COMPANY 8000 Foothills Blvd ROSEVILLE CA 95747 LISA BOLGER CITY OF PALO ALTO 250 HAMILTON AVE PALO ALTO CA 94301 10/07/2011 Support Account Reference: PALOALTO20HPSW HP Reference Number: 44157736 SIGNATURE AUTHORIZATION METHOD (SAM) The Signature Authorization Method (SAM) may be used to order Hewlett-Packard Company (HP) Support Services ONLY IF A PURCHASE ORDER IS NOT REQUIRED TO AUTHORIZE SERVICE DELIVERY AND REMIT PAYMENT. This Signature Authorization Method form, including the quotation(s) and governing terms referenced herein shall be referred to collectively as the "Support Agreement." (1) Customer Information Company Name Equipment Location Address CITY OF PALO ALTO 250 HAMILTON AVE PALO ALTO CA 94301-2531 (2) Contract Information - Check the HP Reference number to accept one quote, or the AMP ID to accept all quotes attached: [ ] HP Reference Number: 44157736 [ ]** AMP ID: ML13013293HPSW Support Account Reference: PALOALTO20HPSW Coverage Period: 10/01/2011 - 09/30/2016 **The enclosed Support Account Overview dated 10/07/2011 summarizes the quotes contained within the above AMP ID. Please check if applicable: [ ] This Support Agreement is accepted with no revisions. If revisions are required, please contact your Contract Administrator. A quote will be re-issued to reflect your changes and associated pricing, if any. A new SAM form will be provided for your authorization. [ ] Authorization is open-ended. This Support Agreement is for the period stated on HP's quote. It will be extended without modification by consecutive terms of 12 months unless one of the parties gives written notice in accordance with the Support Agreement prior to the end of the 12 month term. If HP requires modification of this Support Agreement, HP will notify Customer in writing 60 days before the modifications are effective. Within 30 days' of Customer receipt of such notice, Customer may terminate this Support Agreement by written notice to HP, and such termination shall be effective on the effective date of the proposed modifications. Absent such notice by Customer, the Support Agreement will continue to the end of the current term with the modifications, and extended by consecutive 12-month terms. Re-pricing will occur automatically without further authorization. Any other termination of this Support Agreement by Customer shall be subject to the Support Agreement. (3) Tax Information [ ] Taxable [ ] Tax Exempt Exemption #________________ (Attach copy of exemption certificate) (4) Payment Method: Do not enclose Payment. Please select one of the following: [ ] Use my signature below as billing authorization. [ ] Purchase Order attached [ ] Charge my credit card. Check one: [ ] Visa [ ] Mastercard [ ] American Express For your protection, please call your Contract Admin with the credit card number. Cardholder Name (Print) ____________________________________Cardholder's Signature__________________________________ Credit Card Invoice-To Address ___________________________________________________________________________________ (5) Billing Frequency: [ ] Annually* [ ] Quarterly (must exceed $2400 annually*) [ ] Semi-Annually (must exceed $2400 annually*) [ ] Monthly (must exceed $2400 annually*) * Annual billing not available for Federal Government customers. (6) Service Authorization and Terms and Conditions Customer's signature on this form authorizes HP to invoice Customer for the HP Support Services represented in this Support Agreement. This Support Agreement will be governed by the following: i) the purchase agreement currently in effect between Customer and HP that includes the delivery of Support Services, or if none, the HP Single Order Terms Support; and ii) any applicable Transaction Documents thereto. _________________________________________________________________________________ Authorized Signature Date Invoice-To Address (if different from Equipment Location) _________________________________________________________________________________ Printed Name Title E-mail Address Phone/Fax (7) Completed form should be returned to: Hewlett-Packard Company Yocksi Sing 8000 Foothills Blvd ROSEVILLE, CA 95747 (FAX) Revised : 4/2/2009 Your Support Access Options for Service Agreement Customers: . Support Contract Assistant (SCA) - manage your service agreement online, visit www.esca.hp.com . HP Software Support Online - http://support.openview.hp.com/ . Please have your Service Agreement ID and Product#/Serial# available to expedite your support experience. Support Account Reference Service Coverage Period Description Contract Total/USD Agreement ID From:To: PALOALTO20HPSW 1035 6334 9297 10/01/2011 09/30/2016 1032 6291 2096 53,844.00 Total Excluding Taxes 53,844.00 Summary of Charges Software Support-Labor 31,878.00 Software Support-Materials 21,966.00 Total Excluding Taxes 53,844.00 Total excludes all taxes. If applicable, taxes will be added at the time of invoicing at the current tax rate. Total price includes all additions, deletions, warranties, discounts and adjustments if applicable. Refer to the detail document for any applicable state & local tax Customer Address: CITY OF PALO ALTO 250 HAMILTON AVE PALO ALTO CA 94301 Please refer to the payment schedule for prices to be invoiced yearly in advance. For more information on the format of this document HP Terms and Conditions, and Service Data Sheets, visit www.hp.com/services/custdocs Support Account Overview This quote is valid until Order acceptance is subject to HP Single Order Terms for Support or purchase agreement with HP, which is referenced as "S" above in "Special Terms and Conditions". Multi-year support renewals are also governed by the Exhibit E24. Additional terms and conditions for HP Software support are available at http://support.openview.hp.com/support_options.jsp. AMP ID: ML13013293HPSW Special Terms and Conditions No: B27164 Customer Contact: LISA BOLGER Tel: (650) 329-2654 Fax: E-mail Lisa.Bolger@cityofpaloalto.org HP Contact: Yocksi Sing E-mail yocksi@hp.com For additional HP Software Terms and Conditions and Service Data Sheets, visit http://support.openview.hp.com/support_options.jsp Print Date 10/07/2011 Page 1 / 9 Hewlett-Packard Address: HEWLETT-PACKARD COMPANY 8000 Foothills Blvd ROSEVILLE CA 95747 HA107AC HP Software 24x7 Support *** Software Support *** HP Software Technical Unlimited Support SW Technical Support SW Electronic Support 24 Hrs Std Office Days 24 Hrs Day 6 24 Hrs Day 7 Holidays Covered Standard Response B6951AA HP Data Prot Start Pk for HP-UX DVD LTU 2 124.00 SW Spec Neg DiscHdr% -30% -37.20 86.80 B6953AA HP Data Prot One Drv UNIX/NAS/SAN LTU 4 220.00 SW Spec Neg DiscHdr% -30% -66.00 154.00 B6955BA HP Data Prot On-line Backup for UNIX LTU 5 415.00 SW Spec Neg DiscHdr% -30% -124.50 290.50 HP Software Updates Service License to Use & SW Updates HP Recommended SW Upd Method HP Recommended Doc Upd Method Equipment Address: City Of Palo Alto 250 HAMILTON AVE PALO ALTO CA 94301-2531 Please refer to the payment schedule for prices to be invoiced yearly in advance. Support Account Reference: PALOALTO20HPSW HP Reference Number: 44157736 Hardware Contact: LISA BOLGER Tel: (650) 329-2654 Fax: Special Terms and Conditions No: B27164 Your PO Reference: CCRN Number: 0356334923 This quote is valid until Coverage from: 10/01/2011 to: 09/30/2016 Service Agreement ID: 1035 6334 9297 For Support, please call: 800-633-3600 Software Contact: LISA BOLGER Tel: (650) 329-2654 Fax: Product No.Description Serial No.Coverage Period Qty Price/USD from:to: Printed on: 10/07/2011 Page: 2 / 9 For more information on the format of this document visit www.hp.com/go/hpsdocs Software Update Address: City Of Palo Alto 250 HAMILTON AVE PALO ALTO CA 94301-2531 Support Account Detail B6951AA HP Data Prot Start Pk for HP-UX DVD LTU 2 86.00 SW Spec Neg DiscHdr% -30% -25.80 60.20 B6953AA HP Data Prot One Drv UNIX/NAS/SAN LTU 4 152.00 SW Spec Neg DiscHdr% -30% -45.60 106.40 B6955BA HP Data Prot On-line Backup for UNIX LTU 5 285.00 SW Spec Neg DiscHdr% -30% -85.50 199.50 Discounts SW Spec Neg DiscHdr% -30% 384.60- Summary of Charges Software Support-Labor 531.30 Software Support-Labor Tax CA 0.00 Software Support-Materials 366.10 Software Support-Materials Tax CA 0.00 TOTAL INCLUDING TAX 897.40 Taxes have been added at current rate, however, tax rates will be those in effect at the time of invoicing. Total price includes all additions, deletions, warranties, discounts and adjustments if applicable. Please refer to the payment schedule for prices to be invoiced yearly in advance. Special Terms and Conditions No: B27164 Your PO Reference: CCRN Number: 0356334923 Product No.Description Serial No.Coverage Period Qty Price/USD from:to: Printed on: 10/07/2011 Page: 3 / 9 For more information on the format of this document visit www.hp.com/go/hpsdocs PALOALTO20HPSW 10,768.80 10,768.80 10,768.80 10,768.80 10,768.80 Applicable tax to be added to the invoice. Please refer to the payment schedule for prices to be invoiced yearly in advance. Price in USD. AMP ID: ML13013293HPSW Print Date 10/07/2011 Page 4 / 9 Support Account Reference 10/01/2011 10/01/2012 10/01/2013 10/01/2014 10/01/2015 09/30/2012 09/30/2013 09/30/2014 09/30/2015 09/30/2016 Settlement Period from: From: 10/01/2011 to: 09/30/2016 Payment Schedule as of 10/07/2011 PALOALTO20HPSW 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 Total 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 Please refer to the payment schedule for prices to be invoiced yearly in advance. Price in USD. AMP ID: ML13013293HPSW Print Date 10/07/2011 Page 5 / 9 Support Account Reference 10/01/2011 11/01/2011 12/01/2011 01/01/2012 02/01/2012 03/01/2012 04/01/2012 05/01/2012 06/01/2012 07/01/2012 08/01/2012 09/01/2012 10/31/2011 11/30/2011 12/31/2011 01/31/2012 02/29/2012 03/31/2012 04/30/2012 05/31/2012 06/30/2012 07/31/2012 08/31/2012 09/30/2012 Breakdown of charges for period: From: 10/01/2011 to: 09/30/2016 Monthly Cost Schedule as of 10/07/2011 PALOALTO20HPSW 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 Total 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 Please refer to the payment schedule for prices to be invoiced yearly in advance. Price in USD. AMP ID: ML13013293HPSW Print Date 10/07/2011 Page 6 / 9 Support Account Reference 10/01/2012 11/01/2012 12/01/2012 01/01/2013 02/01/2013 03/01/2013 04/01/2013 05/01/2013 06/01/2013 07/01/2013 08/01/2013 09/01/2013 10/31/2012 11/30/2012 12/31/2012 01/31/2013 02/28/2013 03/31/2013 04/30/2013 05/31/2013 06/30/2013 07/31/2013 08/31/2013 09/30/2013 Breakdown of charges for period: From: 10/01/2011 to: 09/30/2016 Monthly Cost Schedule as of 10/07/2011 PALOALTO20HPSW 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 Total 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 Please refer to the payment schedule for prices to be invoiced yearly in advance. Price in USD. AMP ID: ML13013293HPSW Print Date 10/07/2011 Page 7 / 9 Support Account Reference 10/01/2013 11/01/2013 12/01/2013 01/01/2014 02/01/2014 03/01/2014 04/01/2014 05/01/2014 06/01/2014 07/01/2014 08/01/2014 09/01/2014 10/31/2013 11/30/2013 12/31/2013 01/31/2014 02/28/2014 03/31/2014 04/30/2014 05/31/2014 06/30/2014 07/31/2014 08/31/2014 09/30/2014 Breakdown of charges for period: From: 10/01/2011 to: 09/30/2016 Monthly Cost Schedule as of 10/07/2011 PALOALTO20HPSW 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 Total 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 Please refer to the payment schedule for prices to be invoiced yearly in advance. Price in USD. AMP ID: ML13013293HPSW Print Date 10/07/2011 Page 8 / 9 Support Account Reference 10/01/2014 11/01/2014 12/01/2014 01/01/2015 02/01/2015 03/01/2015 04/01/2015 05/01/2015 06/01/2015 07/01/2015 08/01/2015 09/01/2015 10/31/2014 11/30/2014 12/31/2014 01/31/2015 02/28/2015 03/31/2015 04/30/2015 05/31/2015 06/30/2015 07/31/2015 08/31/2015 09/30/2015 Breakdown of charges for period: From: 10/01/2011 to: 09/30/2016 Monthly Cost Schedule as of 10/07/2011 PALOALTO20HPSW 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 Total 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 897.40 Applicable tax to be added to the invoice. Please refer to the payment schedule for prices to be invoiced yearly in advance. Price in USD. AMP ID: ML13013293HPSW Print Date 10/07/2011 Page 9 / 9 Support Account Reference 10/01/2015 11/01/2015 12/01/2015 01/01/2016 02/01/2016 03/01/2016 04/01/2016 05/01/2016 06/01/2016 07/01/2016 08/01/2016 09/01/2016 10/31/2015 11/30/2015 12/31/2015 01/31/2016 02/29/2016 03/31/2016 04/30/2016 05/31/2016 06/30/2016 07/31/2016 08/31/2016 09/30/2016 Breakdown of charges for period: From: 10/01/2011 to: 09/30/2016 Monthly Cost Schedule as of 10/07/2011 City of Palo Alto (ID # 2005) City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/17/2011 October 17, 2011 Page 1 of 4 (ID # 2005) Summary Title: PAHC Contract with City of Palo Alto for BMR Prog. Title: Approval of Agreement with PAHC Housing Services, LLC for Administration and Consulting Services for Up to Two Years in an Amount Not to Exceed $165,000 Per Year for the Below Market Rate Housing Program From:City Manager Lead Department: Planning and Community Environment RECOMMENDATION Staff recommends that the City Council approve and authorize the City Manager or designee to execute the attached agreement with PAHC Housing Services, LLC (PAHC) for administration and consulting services for the Below Market Rate (BMR) housing program for up to two years in the amount of $160,000 for the 2012 Fiscal Year and $165,000 for the 2013 Fiscal Year. BACKGROUND Under contract to the City, the Palo Alto Housing Corporation (PAHC) has administered the BMR housing program since its inception in the mid-1970s. Examples of some of the services provided by PAHC include: administering the sales and resales of new and existing BMR owner units; maintaining the home purchase waiting list; monitoring occupancy of BMR rental units; providing advice and consultation to the City regarding negotiations of BMR agreements with developers; and addressing special issues related to the program as a whole.Most of PAHC’s workload is involved with the home ownership component of the BMR program. While PAHC performs most tasks required for the ongoing administration of the home ownership and rental components of the BMR program, City Planning staff also devotes considerable time to the BMR program, primarily on BMR negotiations and agreements and program improvements. City Real Property staff handles maintenance evaluation and the determination of credits for capital improvements when units come up for resale. There are presently 237 BMR owner units in the BMR program with 20 new BMR owner units scheduled for completion and sale over the two years of this contract (9 units at Sterling Park, 7 units in the Toll Brothers project at 200 San Antonio Road and 4 units at the Palo Alto Bowl site). PAHC maintains and annually updates a waiting list of interested potential buyers of BMR units. At this time, there are close to 365 households on this waiting list with about ninety percent qualifying for the live and /or work in Palo Alto preference. PAHC coordinates the sale of both newly built BMR units and the resale of existing units. Sales activities include: establishing the resale price; marketing units to the waiting list; scheduling open houses; October 17, 2011 Page 2 of 4 (ID # 2005) qualifying and selecting the buyers; coordinating the transaction between the buyer, seller, lender and escrow; and explaining the requirements of the BMR deed restrictions. PAHC maintains a database on all units and keeps statistics on the number and characteristics of the households served by the program. The owner BMR units require periodic monitoring of occupancy and title, which PAHC handles in cooperation with Planning staff and the City Attorney’s Office. Monitoring and enforcement of the recorded deed restrictions has become a critical task requiring more of PAHC and City staff time. Monitoring activities include reviewing online assessor’s records to detect transfers in title or ownership and an annual letter to owners to remind them of program rules and to provide updates on procedural changes. When a violation of the deed restrictions is discovered, PAHC undertakes initial attempts to remedy the situation. More complex enforcement matters are referred to Planning or to the City Attorney, if legal action is required. Information workshops for prospective buyers on the waiting list are conducted quarterly by PAHC together with housing counseling staff from Project Sentinel. These workshops focus on preparation for homeownership, understanding credit and mortgage financing and the rules of the BMR program. The workshops have been well received, with about 100 persons attending each year. The waiting list workshops will be continued over the next two years. There are currently 197 BMR rental units in six different projects that are managed by PAHC. PAHC’s primary tasks with the BMR rental program are: ongoing training of the on-site property management personnel and reviewing tenant qualifications and BMR rents. PAHC collects and reviews applicants’certification documentation and determines eligibility under the program rules. They also conduct recertification of existing tenants. PAHC monitors each complex’s waiting list and tenant selection process. Due to the frequent turnover of apartment management staff, PAHC must devote considerable time and effort to explaining the BMR program rules and procedures to new personnel each year. DISCUSSION The contract amounts for fiscal years 2012 and 2013 anticipate that PAHC’s workload administering the BMR program will increase from current levels over the next two years. Marketing and sales of the 20 new owner units currently under development represent significant activities. City and PAHC staffs believe that resale activity will remain steady at about 12 to 15 units per year due to continued turnover from aging owners, but resale levels are very hard to predict. In addition, PAHC staff will be more involved in updating the BMR Policy and Procedures Manual to reflect Council’s changes to the BMR Program and the Housing Element update. As in preceding years, this agreement is a sole source contract. There is no other entity that provides, or is capable of providing, the total package of services required by the City for the BMR program. PAHC has submitted a proposal to continue providing the City with BMR administration services on a time and materials basis for the next two years at hourly billing rates shown in the attached Exhibit B, with a maximum budget of $160,000 for the first year and $165,000 for the October 17, 2011 Page 3 of 4 (ID # 2005) second year. Total costs for the next two years represent an increase of about ten percent over the previous two years’ contract costs. Staff believes that the increase is reasonable and acceptable given the projected increase in activities associated with the administration of the BMR program. PAHC was able to secure liability and other insurance coverage in the last year for its BMR program activities at a lower cost, which helps limit the growth in the cost of its services. In addition, PAHC staff is considering charging fees to developers, owners and applicants to defray costs. For example, PAHC has instituted an annual $15 waiting list fee to help cover printing and mailing costs of BMR sales information. RESOURCE IMPACT PAHC’s administration of the BMR program has historically been funded from the Residential Housing Fund, which is a special revenue fund created to support all types of affordable housing programs. Revenue for the Residential Fund is primarily from BMR in-lieu fees collected from developers of residential projects that are allowed to pay in-lieu fees (instead of providing BMR units or in return for providing fewer units). Fee payments are permitted for very small projects when less than one full BMR unit is owed or when the City determines that no other alternative is feasible. The Residential Housing Fund includes a budget for the $325,000 total cost for PAHC’s contract services over the next two fiscal years. The Residential Fund’s available balance is currently $2,089,472. POLICY IMPLICATIONS The recommendation in this staff report does not represent any change to City policies. Implementation of this Agreement is consistent with the City’s Housing Element and various housing policies that support the provision of affordable housing and a variety of housing opportunities. ENVIRONMENTAL REVIEW The approval of an agreement for administrative and consulting services is not an action subject to environmental review under the California Environmental Quality Act. Attachments: ·Attachment A: PAHC BMR administration (PDF) Prepared By:Steven Turner, Advance Planning Manager Department Head:Curtis Williams, Director October 17, 2011 Page 4 of 4 (ID # 2005) City Manager Approval: James Keene, City Manager ATTACHMENT A CITY OF PALO ALTO CONTRACT NO. AGREEMENT BETWEEN THE CITY OF PALO ALTO AND PAHC HOUSING SERVICES,LLC FOR PROFESSIONAL SERVICES This Agreement is entered into on this 17th day of October, 2011, ("Agreement") by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and P A H C H 0 U S IN G S E R V ICE S , L L C , a California nonprofit corporation, located at 725 Alma Street, Palo Alto CA 94301 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY desires to engage a consultant to provide certain administrative and consulting services ("Services") in connection with the City's below market rate housing program. B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenscs andlor certifications to provide the Services. C. CITY in reliance on thesc representations desires to engage CONSULT ANT to provide the Services as more fully described in Exhibit "A", attached to and made a part of this Agrcement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, this Agreement, the parties agree: AGREEMENT SECTIO N 1. SCO PE 0 F S ERV ICES. 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. o Optional On-Call Provision (This provision only applies if checked and only applies to on-call agreements.) Services will be authorized by the City, as needed, with a Task Order assigned and approved by the City's Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-l. Each Task Order shall designate a City Project Manager and shall contain a specific scope of work, a specific schedule of performance and a specific compensation amount. The total price of all Task Orders issued under this Agreement shall not exceed the amount of Compensation set forth in Section 4 of this Agreement. CONSULTANT shall only be compensated for work performed under an authorized Task Order and the City may elect, but is not required, to authorize work up to the maximum compensation amount set forth in Section 4. Professional Services Rev. lune 2. 2010 SECTION 2. TERM. The term of this Agrcementshall be from the date of its full execution through June 30, 2013 unless terminated earlier pursuant to Section 19 ofthis 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 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 COM PEN SATION. Thecompensationtobe paid to CONSULTANT for performance of the Services described in Exhibit "A", including both payment for professional services and reimbursable expenses, shall not exceed One Hundred Sixty Thousand Dollars ($160,000.00) for the first contract year, July 1,2011 through June 30, 2012, and, in the second contract year, July 2,2012 through June 30, 2013, One Hundred Sixty Five Thousand Dollars ($165,000) plus any unused portion from the prior contract year, provided such carryover is approved by the City Council. No Additional Services are authorized as part of this contract. The applicable rates and schedule of payment are set out in Exhibit "B", entitled "BUDGET AND BILLING RATES," whieh is attached to and made a part of this Agreement. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit "B". CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authoriZation of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the PrQjeet, but which is not included within the Scope of Services described in Exhibit "A". S E CTIO N 5. IN V 0 ICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT's billing rates (set forth in Exhibit "B"). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT's payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City's project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT's supervision. CONSULTANT represents that it possesses the professional and teehnical personnel necessary to perform the Services required by this Agreement and that the persOlmel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shall meet the Professional Services: 2 H:\Contract lnformation\8261715 AGT P MlC BMR administra[ion 9-21 ~2011.doo Rev. Jane 2> 2010 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. CONSULTANTshallkeepitself 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 tllis Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTIO N 8. ERRORS/OM ISSIO N S. CONSULTANT shall correct, at no cost to CITY, any and all errors, omissions, or ambiguities in the work product submitted to CITY, provided CITY gives notice to CONSULTANT. If CONSULT ANT has prepared plans and specifications or other design documents to construct the Project, CONSULTANT shall be obligated to correct any and all errors, omissions or ambiguities discovered prior to and during the course of construction of the Project. This obligation shall survive termination of the Agreement. S ECTIO N 9. COS T ES TIM A TES. Ifthis Agreement pertains to the design ofa public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of the CITY's stated construction budget, CONSULTANT shall make recommendations to the CITY for aligrling the PROJECT design with the budget, incorporate CITY approved recommendations, and revise tlle design to meet the Project budget, at no additional cost to CITY. SECTION 10. IN D EPEN DENT CON TRA CTOR. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of the CITY. SEC T ION 11. ASS I G N MEN T. The parties agree that the expertise and experience of CONSULTANT are material considerations for tms Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT's obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assigrunent. Any assignment made without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING. DO ptio n A: NoS ubcontractor: CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee. DO p ti 0 n B : Sub con tra c ts A u th 0 riz e d : Notwithstanding Section 11 above, CITY agrees that subconsultants may be used to complete the Services. The subcollsultants authorized by CITY to perform work on this Project are: . 3 H;\ConlrllCt lnformaliOll\8261715 AGT PAHC BMR adminislnllion 9-2 1·201 I .du: Professional Services Rev. IUIlC2, 2010 CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning cOIl)pensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. SECTION 13. PROJECT MAN A GEMENT. CONSULTANT will assign Candace Gonzalez, its executive director, as the project manager to have supervisory responsibility for the performance, progress, and execution of the Services and the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY's project manager. CONSULTANT, at CITY's request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion ofthe Project or a threat to the safety of persons or property. The City's project manager is the Advance Planning Manager, Planning and Community Environment Department, Palo Alto, CA 94303, Telephone:(650) 329-2155. The project manager will be CONSULTANT's point of contact with respect to performance, progress and execution of the Services. The CITY may designate an alternate project manager from time to time. SECTION 14. OWNERSHIP OF MA TERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, docnments, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTIO N 15. AU D IT S. CONSULTANT will permit CITY to audit, at any reasonable time during the term ofthis Agreement and for three (3) years thereafter, CONSULTANT's records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at lcast three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an "Indemnified Party") from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever 4 H:\Contract Information\8261715 AGT P AHC BMR administration ~21 ~20 ll.doo Professional ServiC(..'S Rev.lune 2, 2010 nature including attorneys fees, experts fees, court costs and disbursements ("Claims") resulting from, arising out of orin any manner related to perfonnance ornonperfonnanee by CONSUL TANI', its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the aetive negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT's services and duties by CITY shall not operate as a waiver ofthe right of indemnification. The provisions of this Section 16 shall survive the expiration or early tennination of this Agreement. SEC T ION 1 7. W A IV E R S . The waiver by either party of any breach or violation of any covenant, tenn, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other tenn, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other tenn, covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the tenn of this Agreement, the insurance coverage described in Exhibit "COl. CONSULT ANI' 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 tbrough carriers with AM Best's Key Rating Guide ratings of A-:Vn or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perfonn Services under this Agreement will obtain and maintain, in full force and effeet during the tenn 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 exeept after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification, CONSULT ANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY's Purchasing Manager during the entire tenn 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 5 H:\Conttoet lnfum .. tionI8261715 AGT PAHC BMR administration 9·21-20 11.doo Professional Services Rev. Jl.lne 2, 2010 arising after the Agreement is tenninated or the tenn has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance ofthe Services, in whole or in part, or tenninate this Agreement, with or without cause, by giving ten (10) days prior written notice thereofto CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULT ANT may tenninate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY , CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or tennination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT's services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise ofhislher discretion. The following Sections will survive any expiration or termination ofthis Agreement: 14, 15, 16, 19.4,20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With copies to the Purchasing Manager and the Director of Planning and Community Environment, City of Palo Alto, P.O. Box 12050, Palo Alto CA 94303. 6 H:\Conlract Information\826171 S AGT P AHC BMR administration 9·21·2011.doc Professional Services Rev. )one2,2010 To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the perfonnance of the Services. 21.2. CONSULTANT further covenants that, in the perfonnance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will he interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager detennines that CONSULTANT is a "Consultant" as that tenn is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate [mandai disclosure documents required by the Palo Alto Municipal Code and the Political Refonn Act. SECTION 22. NON D IS CRIM IN A TION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the perfornlance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REOUIREMENTS, CONSULTANTshallcomplywiththe City's Enviromnentally Preferred Purchasing policies which are available at the City's Purchasing Department, incorporated by reference and may bc amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of the City's Zero Waste Program. Zero Waste hest 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: • 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 0[30% or greater post-consumer content paper, unless otherwise approved by the City's Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30"10 or greater post-consumer material and printed with vegetable based inks. • Goods purchased by Consultant on behalf of the City shall be purchased in accordance with the City's Enviromnental Purchasing Policy including but not 7 H:lContract Inform.tlon1826171SAGT PARe BMR administration 9·21·2011.d", Professional Services Rov.lune 2, 2010 limited· to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Office. • Reusable/returnable pallets shall be taken back by the Consultant, at no additional cost to the City, for reuse or recycling. Consultant shall provide docurnentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. NON -APPROPRIATION 24.1. This Agreement is subject to the fiscal provisions of the Charter ofthe City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal yearin the eventthat 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 ofthe fiscal year and funds for this Agreement are no longer available. This section shall take precedence in the event ofa conflict with any other covenant, term, condition, or provision oflhis Agreement. SECTION 25. MISCELLANEOUS PROVISIONS. 25.1. This Agreement will be governed by the laws of the State of California. 25.2. In the event that an action is brought, the parties agree that trial of such action will be vestedexcIusively in the state courts of Califurnia in the County of Santa Clara, State of California. 25.3. 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. 25.4. This docurnent represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 25.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 25.6. If a court of competent jurisdiction frods or rules that any provision of this Agreement or any amendment thereto is void or nnenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 25.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 8 H:lContraet InfOlmation\82617l; AGT P AHC BMR administration 9·21·201I.doc Professional Services Rev. J.oo2, 2010 EXHIBIT A BELOW MARKET RATE HOUSING PROGRAM FISCAL YEARS: 2011-12 and 2012-13 SCOPE 01<' SERVICES FOR BMR PROGRAM ADMINISTRATION P ABC Housing Services LLC (P ARC) shall administer the City's Below Market Rate (BMR) housing program in compliance with City policy, guidelines, the applicable deed restrictions and the BMR Program Procedures Manual and in a manner that increases affordable housing opportunities for low and moderate-income households. Specific Activities: 1) Provide infonuation and advit;:e to interested persons and housing seekers about the City's BMR ownership and rental programs including maintaining and updating the BMR portion of the PARC website. 2) Maintain and, at least annually, update the BMR ownership waiting list. Conduct waiting list outreach activities to attract households with appropriate income levels, as needed. 3) Send an infonnationletter to BMR owners once each year to keep owners infonned of their responsibilities under the deed restrictions and distribute other infonnational materials to owners as appropriate or as directed by the City. 4) Annually update the list of lenders willing to lend on BMR units; conduct outreach to lenders with branches in Palo Alto to encourage participation in the BMR program so that buyers have sufficient choice of lenders and loan products. Maintain liaison with available homebuyer assistance programs (such as mortgage credit certificates, Housing Trust of Santa Clara County, Cal HFA, etc.) and provide buyers with current information about such financial assistance programs. 5) Administer the sales of newly constructed units and re-sales of existing units in the BMR ownership program, and the "discount" units atthe Birch Court project with City deed restrictions, in aceordanee with City policies, guidelines, the applicable deed restrictions and with the Procedures Manual, prepared by PAHC, as aceepted by the City. Conduct marketing of new BMR ownership units to help ensure a sufficient pool of qualified buyers, anticipated during this eontract term are the 8 remaining BMR units at the Classic Communities project, the 7 BMR units at Toll Brothers, and the !O units at Sterling Park. 6) Pursue, in cooperation with the City, the preservation of BMR units within the program and compliance and enforcement by BMR owners with the provisions of the recorded deed restrictions. 7) Provide assistance and counseling to BMR owners, in coordination with City staff, to help owners resolvefinaneial, oceupancy or title situations that can affect the preservation ofBMR ownership unit.:;. Exhibit A Page 2 0(3 8) Annually, coordina1e and jointly conduct at least two homeownership educational workshops specifically designed for the Palo Alto BMR program for current BMR owners and/or households on the waiting list by subcontracting with an experienced and qualified organization, 9) Assessment Loan Program for BMR Owners: a) Provide information regarding the assessment loan program, if available through the City, to BMR owners and condominium associations b) Conduct pre-qualification screening of potential loan applicants 10) BMR Rental Program Administration: a) For the BMR rental units at Southwood Apartments, Mayfield Apartments, 1100 Welch Road Apartments, Montage Apartments at 4020 EI Camino Real, Sunrise Assisted Living, Parker Palo Alto, College Terrace Centre at 2180 EI Camino Real and other BMR rental units that may be newly constructed during the term of this contract: 1) Certify tenants' income eligibility for initial occupancy and review the annual recertifications of tenants as required by the applicable agreements between the City and the project owners 2) Monitor tenant selection, operation of waiting lists, and designation of BMR units as necessary 3) Provide information and training on the BMR Rental Program to property managers b) Stanford West Apartments BMR Units: 1) Continue to provide training and information to on-site management staff on BMR unit eligibility requirements, rents and procedures 2) Conduct an annual sample fiJe audit of tenant selections, eligibility and income certifications for an appropriate portion oflhe BMR households to assure compliance with the BMR program 3) If appropriate, make recommendations to City for more comprehensive monitoring, 11) Provide advice, consultation and assistance to City staff in negotiations ofBMR agreements for new housing developments Exhibit A Page 3 of3 12) Coordinate the process of evaluation, negotiation and financing related to the acquisition and rehabilitation if necessary, of off-site units or properties contributed under the BMR program 13) Assist City staff with review, adoption and implementation of changes resulting from the evaluations of the BMR Study J 4) Provide assistance, review and advice regarding preparation and adoption of a revised BMR ordinance, revised Policies and Procedures Manual, revised ownership deed restrictions and enforcement documents and other new materials to implement the recommendations from the BMR StUdy. 15) Maintain records and statistics as required by the City, specifkally: a) Annual statistics about the BMR ownership and rental units and the households served; and b) A pennanent database and record of all ownership units placed in the program and statistics about current BMR owners and all households served over the life of the program, including maintenance of files on each BMR owner unit and retention of copies of the actual recorded deed restrictions for the ownership units; and c) Contact infonnation for current BMR owners with mailing labels and, when available, telephone numbers and e-mail addresses. 16) For the 24 BMR units (12 congregate care/independent living units and 12 assisted living units) atthe Jewish Center for Jewish Life Campus) 1 )Assist in the marketing and leasing of the newly-constructed 24 BMR units. 2) Certify tenants' income eligibility for initial occupancy as required by the applicable agreements between the City and the project owners. 3)Monitor tenant selection, operation of waiting lists, and designation ofBMR units as necessary. 4) Provide infonnation and training on the BMR Program to property managers and/or service providers. 5) If appropriate, make recommendations to City for more comprehensive monitoring. EXHIBITB BELOW MARKET RATE HOUSING PROGRAM ----1?ISCAL-YEARS: '201"1.12 and 2012.13------···~ --.----.---~.-.. BUDGET I. PAHC shall provide the services described in Exhibit A -Scope of Services during the term of tllis contract and City shall reimburse P AHC for the cost of said services based on actoal staff time worked at the attached hourly billing rates, plus direct costs described below, up to a maximum of $160,000 for fiscal year 2011·2012 and $165,000 for fiscal year 2012-13, plus any unused funds carried over from fiscal year 2010-2011. The source of reimbursement to PAHC shall be from the City's Residential Housing Fund. H,P AHC may bill City for the following: I. Staff time spent on BMR program activities and directly related progmm support work at the hourly billing rates shown herein. These hourly billing rates include actoal salaries, payroll taxes, benefits, workers compensation insural)ce and overhead, as shown in this Exhibit B. 2. Direct costs, as supported by receipts, invoices, etc, which are reasonable and necessary to conduct the activities described in Exhibit A, such as: • Premiums for liability and errors and omissions insurance and other insurance specifically covering P AHC's services under this Agreement, if the cost is separately stated or can be reasonably allocated to BMR services, and with the total amount payable not to exceed $10,000 per year • Postage .' Advertising • Conferences and Training • OffIce Supplies • Outside Services, Consultants including Legal Fees (except that any such services or consultant work exceeding $3,000.00 shall be authorized in advance by City) • PrintinglDuplicating • Other necessary direct expenses including expenses necessary to the acquisition and I or rehabilitation of off-site units and properties provided by developers under the BMR program in-lieu of on-site units PAHC HOUSING SERVCIES ORGANIZATIONAL BUDGET SUMMARY 200912010 I 201012011 201112012 I 201212013 i Actual i Adopted Budget Proposed Budget • Proposed BUdget REVENUE City of Palo Allo 155,000.00 160,000.00 160,00000 16S,000.00 City of Mountain View 11,500,00 io,oOOOO 0.00 0,00 State Federal Grants Income Fees for Service fWaiting Lisl Fees) 5,670.00 7,40000 ' 5700.00 5,700,00 FundraisinglCash Donations Other (Interest Income) 34,83 50.00 35,00 35;QQ, TOTAL REVENUE 172,204.83 177,45000 165,735,00 170,735.00 EXPENSES ! ,§alaries & Benef.ts 121,486.35 115,871,00 126,345.80 .. 131,399.64 Insurance 9,151,87 8,696,00 9,112.92 9,5~~ LeqaVAudii 4,250,00 6,350,00 6,604,00 6,868,16 Rent 4,951,24 5,237.00 5,341.74 5,448.57 Telephone 461.93 696,00 723,84 752,79 -" Postage 1 ,359,95 2,60000 2,800,00 2,900.00 Consultants/Slaff Development 550.40 550,00 600,00 600.00 Travel 282.56 400.00 400,00 400,00 Office Expense 2,919.12 3,534.00 3,67536 3,822.37 Equipment 2,42815 3,261.00 3,39144 3,52710 ~"intenanceIRepair 756.00 1,012.00 1,052.48 1 ,09458 Direct Services 6,20756 5,800,00 6,000.00 : 6,000,00 Publications Other 1,145,26 1,773,00 1,843.92 1,91768 TOTAL EXPENSES 155,950.39 -155,780.00 167,951.50 174,27073 I SURPLUS/(DEFICIT) 16,25444 I 21,670,00 • (2,216,50) (3,535.73) ----------- ANNUAL STAFF SALARY Executive Director 156,000 Controfler 109,798 Dir. of Property Management 114,400 Property Manager 53,714 Junior Accountant 45,427 Staff Accountant 63,101 Office Administrator 39,284 Legal Assistant 72,800 iSpecial Projects Consultant 104,000 PAlO ALTO HOUSING CORPORATION BELOW MARKET RATE(BMR) BILLING RATES 2011-2012 -------------< EST< ANNUAL ANNUAL TOTAL" PIR TAXES BENEFITS EST. we COST 12,249 17,523 6,577 192,349 8,715 22,946 898 142,356 9,067 19,743 11,469 154,678 4,424 14,174 5,385 77,697 3,790 16,765 372 66,354 5,142 14,6~ 516 83,402 3,320 13,452 321 56,377 5,884 13,363 595 92,643 ---104,000 • Based on estimated salaries and Denefits effective July 1, 2011 -' J. .. Includes overhead costs using the same overhead billing rates determined In June 2001 I I I , I I Rate..;.;,.. wi Dir.·"" I Direct Cos &Indir. Billing" RATE 0.3164 0.4053 Rate 92 121.73 171.07 172 68 90.10 126.61 127 74 97.89 137.57 138 37 49_17 69.10 70 32 41.99 59.01 60 40 52.78 74.18 75 27 35.68 50.14 51 45 58.63 82.40 83 ----- 50 65.82 92.50 93 EXHIBIT C INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY),ATTHIlIRSOLEEXPENSE,SHALLFORTHETERMOF THECON1RACTOBTAIN AND MAINfAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST'S KEY RATING OF A-:VII, OR HIGHER, UCENSED OR AUTIIORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CAUFORNIA. AWARD IS CONTINGENT ON COMPUANCE\\II11i .. c:JIY'S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: MINIMUM LIMITS REQUIRED TYPE OF COVERAGE REQUIREMENT EACH YES YES YES YES I YES YES OCCURRENCE AGGREGATE WORKER'S COMPENSATION STATUTORY I EMPLOYER'S LIABILITY STATUTORY BODILY INJURY $1,000,000 $1,000,000 ! GENERAL LIABILlTY,INCLUDlNG PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE $1,000,000 $1,000,000 ! PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL BODILY INJURY & PROPERTY DAMAGE $1,000,000 $1,000,000 LIABILITY COMBINED. BODILY INJURY $1,000,000 $1,000,000 -EACH PERSON $1,000,000 $1,000,000 -EACH OCCURRENCE $1,000,000 $1,000,000 AUTOMOBILE LlABILITY,INCLUDlNG ALL OWNED, HIRED, NON-OWNED PROPERTY DAMAGE $1,000,000 $1.000,000 . BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 DAMAGE COMBINED PROFESSIONAL LIABILITY, INCLUDING, ERRORS ANOOMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALLDAMAGBS $1000000 THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAlNT AlN, IN FULL FORCE AND EFFECTTHROUOHOUTTHEENTlRHTF.RM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGEHEREINDESCRIBED,INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS,IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS' COMPENSATION, EMPLOYER'S LIABILITY AND PROFESSIONALlNSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, ANI) };MPLOYEES, I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRl'ITEN THrRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTILACTUAL LIABILITY ENDORSEMENT PROVlllING INSURANCE COVERAGE FOR CONTILACTOR'S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CrrY'S PRIOR APPROVAL. II. CONTAC'TOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVlDENCING REQUIRED COVERAGE. III, ENDORSEMENT PROVISIONS, WITII RESPECf TO THE INSURANCE AFFORDED TO "ADDITIONAL INSUREDS" A. PRIMARY COVERAGE WITH RESPECf TO CLAIMS ARISING OUT OF TIlE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY TIllS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITll ANY OTHER INSURANCE CARRIED BY OR FOR TIlE BENEFIT OF TIlE ADDITIONAL INSUREDS. B, CROSS LIABILITY 21 H:\Contract Inform6tion\8261715 AGT P AHC BMR administration 9~21·2011 ,doc Professional Services Rev Iune2, 2010 THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RlGIITS OF nlE 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 I. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OHlER THAN THE NON-PA YMENf OF PREMIUM, TIlE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE nIE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALLPROVlDE CITY AT LEAST A TEN (IO)DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRA nON CITY OF PALO ALTO P.O. BOX 10250 PALOALTO,CA 94303 22 H:IConlfllct Infunnalionl826171 S ADT P ABC BMR administration 9·21 ·20 II.doc Professional Services Rev June 2,2010 SUPPLEMENT TO CERTIFICATE OF INSURANCE DATE 03/2912011 NAME OF fNSUREO: Palo Alto Houlling CQrporation , Addilional DescrjQlionofQper~liOl1s/Remarks from Paae 1: ! : Additional Information: ! SUP? (05104) RESOLUTION OF TIIE BOARDSOFDlRECIDRSOF'lHE PAIDAL1DHOUSINGOJRKlRA110N ANDITSAFFlLJA1EDENIIIlES WHEREAS, the Palo Alto Housing COIporation and its affiliated entities (P ARC) have fum time to1ime executed contracts, consulting agreements, funding ~ts, regulalmy agreement>, pIDllli.<ool)' notes, deals of1l:ust, and other.docume:nlS and im.trume:nlS (City Documents) to effectuate its mission of affordable housing development in Palo Alto; and WHERFAS,PARC intends to executeCity Documeotsfor HSCAL YEARS 2(}1l-2(}13and wishes to do so in accon:lance withP ARC policy contained in its, By laws; and WHEREAS, P ARC Bylaws allow a singleoflicer(President any Vice President S=trny or Treasurer)to execute furrnal contracts oftheCOJ:jXlration, promissory notes, deed of1l:ust, mortgages and other evidences of indebtedness of the corporation and other corpornte ins1ruments or documeots; and WHEREAS, P ARC wishes to utilize this policy for City Documents as well. NOW, 1HEREFORE, 1he Boards ofDirectolSofPalo Alto Housing Corporation,P ARC Managementand Services ColJXll"dllon, P ARC Properties Coiporatio.1, and P AHC Housing Services LLC resolve as fulJows. Anyone coJjJOl1l1e officer, including the Executive Vice PresidentlExcoutive Director in accordance with P ABC Bylaws, may, wiih.Jut fhrtherresolution, and notwitffitandingthe requirements establi'ihed by CAlifornia Corjx>rations Code Section 5214, execute any City Documents necessary and appropriate to effi:ctuate the corporate mission and the purposes of the Doemnents: . Date: {/r~/II . • ~ ... n ___ _ '--;L IS. ~ Tho.nasB. Jaoob,PreSS Palo Alto Housing CoIpOlll!ion And Its Affiliated Entities Certilied to be a true copy of the Resolution adopted by the Board of Directors on ~ f 7.-") ) t~-v 14:«'0, Lisa Riiiec, Secretary ...... _- Palo Alto Housing ColJXlration And Its A ffilialffl Fntities CITY OF PALO ALTO OFFICE OF THE CITY CLERK October 17, 2011 The Honorable City Council Palo Alto, California Appointments of Stepheny McGraw and Susan Rosenberg to the Storm Drain Oversight Commission for two terms ending on December 31, 2015 On Monday, October 3, 2011 the City Council unanimously voted to direct the City Clerk to place on the October 17, 2011 agenda the appointments of Stepheny McGraw and Susan Rosenberg to the Storm Drain Oversight Commission. The terms are for four years and will end on December 31, 2015. REPORT PREPARED BY:Ronna Jojola Gonsalves, Deputy City Clerk ATTACHMENTS: ·McGraw Application (PDF) ·Rosenberg Application (PDF) Department Head:Donna Grider, City Clerk stTY OF PALO ALTO.. CA Sny CLERK'S @f'fICE II SEP 21 PM I: 36 STORM DRAIN OVERSIGHT COMMITTEE CITY OF PALO ALTO BOARD AND COMMISSION APPLICATION SUBMIT TO: Office of the City Clerk 250 Hamilton Avenue, Palo Alto, CA 94301 (650) 329-2571 Please print or type answers to all questions and place NI A in those areas that do not apply. Be sure that you fill out the attached supplement and return it with your signed application. RESIDENCE ...--;:-r_ ~ ADDRESS: ~303 t V"1~ ~. treet City State Education: HOME PHONE: bS:J . g~ 'c{)..Cf), WORKPHONE~t8:% . Od~ CELLPHO~ :;pg'09~ ~(~ co.A~ ~ £/\eA- List relevant training and experience, certificates of training, licenses, or professional registration: Bds/Commissions -702-23 9/13/2011 • Are you a Palo Alto Resident? • Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are board members or commissioners? • Are you available and committed to complete the term applied for? • California state law requires appointed board and commission members to file a detailed disclosure of their financial interests, Fair Political Practices Commission, Conflict of Interest, Form 700. Do you have an investment in, or do you serve as an officer or director of, a company doing business in Palo Alto which you believe is likely to; 1) engage in business with the City, 2) provide products or services for City projects, or 3) be affected by decisions of the board or commission you are applying for? If you answered yes, you may wish to consult with the City Attorney before filing this . application. Please contact the City Attorney's Office at 650-329-2171 to arrange an appointment. • Excluding your principal residence, do you own real property in Palo Alto or within two miles of Palo Alto? EMPLOYMENT D ~ D D D Present or last employer The Hayden Group Name of Company: Business Development Occupation: (Ifretired, indicate former occupation) SignmmeOfAPplicant~~ Date: '1-19· / / Bcls/Conlmissic;ns -702-23 9/13/2011 Please Return to: Office of the City Clerk 250 Hamilton Avenue Palo Alto, CA 94301 650-329-2571 CITY OF PALO ALTO STORM DRAIN OVERSIGHT COMMITTEE SUPPLEMENTAL QUESTIONNAIRE Please print or type your answers to the following questions and submit with your completed application. You may submit additional sheets, if necessary, to complete your answers. 1. Have you attended the following meeting? • Storm Drain Oversight Committee 1'1 (Date: ~~ ) No D 2. How did you Learn about the vacancy on the Storm Drain Oversight Committee? Community Group: D Palo Alto Wee1dy: D The Daily Post: D Website: 0 If yes, please identifY Website: ___________ _ Email from City Clerk: 0' Library Bulletin Board: D FlyerlBookmark: D Other, Please SpecifY:. )0<: \CAe ':;', '5 C)rv).a.. ~[ \ -- 7. Describe your specific education, training or experience in the fields of accounting, engineering, municipal infrastructure planning or water resources, if any. I c.c.:£; d' ~~a~~v~~~,~ 1",~(S w'+h ll.fr.c... .::;, ~ .J)n.C......s: 1.5-5c.J ~ ~~~ wt~ih~~ ~Aio; ~~~ ~U\5~ Bds/Commissions -702-23 9/13/2011 City of Palo Alto 250 Hamilton Avenue Palo Alto, CA 94301 CONSENT FORM California Government Code Section 6254.21 states, in part, "No state or local agency shall post the home address or telephone number of any elected or appointed official on the Internet without first obtaining the written permission of that individual." The full code is attached. This consent form will not be redacted and will be attached to the Application and posted to the City's website. Read the code, and check only ONE option below: o I ~ ive permission for the City of Palo Alto to post to the City's websi e he attached Board and Commission Application intact. I have read and un erstand my rights under Government Code Section 6254.21. I may revoke this permission at any time by providing written notice to the Palo Alto City Clerk. OR D I request that the City of Palo Alto redact my home address, phone numbers, and email address from the attached Board and Commission Application prior to posting to the City's website. I am providing the following alternate information and request that they use the following contact information instead. Address Phone Email ~(~ --9+---1-·/--L-2 e--L--<II __ _ ~e~ Date *The applicant must have a digital signature or print the application, sign in ink, and deliver to the City Clerks Office. A typed signature or unsigned application will not be accepted. Bds/Commissions -702-23 9/13/2011 · CALIFORNIA CODES GOVERNMENT CODE SECTION 6250-6270: http://www.leginfo.ca.gov 6254.21. (a) No state or local agency shall post the home address or telephone number of any elected or appOinted official on the Internet without first obtaining the written permission of that individual. (b) No person shall knowingly post the home address or telephone number of any elected or apPOinted official, or of the official's residing spouse or child, on the Internet knowing that person is an elected or appointed official and intending to cause imminent great bodily harm that is likely to occur or threatening to cause imminent great bodily harm to that individual. A violation of this subdivision is a misdemeanor. A violation of this subdivision that leads to the bodily injury of the official, or his or her residing spouse or child, is a misdemeanor or a felony. (c) (1) (A) No person, business, or association shall publicly post or publicly display on the Internet the home address or telephone number of any elected or appOinted official if that official has made a written demand of that person, bUSiness, or association to not disclose his or her home address or telephone number. (6) A written demand made under this paragraph by a state constitutional officer, a mayor, or a Member of the legislature, a city council, or a board of supervisors shall include a statement describing a threat or fear for the safety of that offiCial or of any person residing at the official's home address. (C) A written demand made under this paragraph by an elected official shall be effective for four years, regardless of whether or not the official's term has expired prior to the end of the four-year period. (D) (j) A person, business, or association that receives the written demand of an elected or appOinted official pursuant to this paragraph shall remove the official's home address or telephone number from public display on the Internet, including information provided to cellular telephone applications, within 48 hours of delivery of the written demand, and shall continue to ensure that this information is not reposted on the same Internet Web site, subsidiary site, or any other Internet Web site maintained by the recipient of the written demand. (ii) After receiving the elected or appOinted official's written demand, the person, business, or aSSOCiation shall not transfer the apPOinted or elected official's home address or telephone number to any other person, business, or aSSOCiation through any other medium. (iii) Clause (ij) shall not be deemed to prohibit a telephone corporation, as defined in Section 234 of the Public Utilities Code, or its affiliate, from transferring the elected or appointed official's home address or telephone number to any person, business, or association, if the transfer is authorized by federal or state law, regulation, order, or tariff, or necessary in the event of an emergency, or to collect a debt owed by the elected or appOinted offiCial to the telephone corporation or its affiliate. (E) For purposes of this paragraph, "publicly post" or "publicly display" means to intentionally communicate or otherwise make available to the general public. (2) An official whose home address or telephone number is made public as a result of a violation of paragraph (1) may bring an action seeking injunctive or declarative relief in any court of competent jurisdiction. If a court finds that a violation has occurred, it may grant injunctive or declarative relief and shall award the official court costs and reasonable attorney's fees. A fine not exceeding one thousand dollars ($1,000) may be imposed for a violation of the court's order for an injunction or declarative relief obtained pursuant to this paragraph. (3) An elected or appOinted official may designate in writing the official's employer, a related governmental entity, or any voluntary professional association of similar officials to act, on behalf of that official, as that official's agent with regard to making a written demand pursuant to this section. A written demand made by an agent pursuant to this paragraph shall include a statement describing a threat or fear for the safety of that official or of any person residing at the official's home address. (d) (1) No person, business, or association shall soliCit, sell, or trade on the Internet the home address or telephone number of an elected or appOinted official with the intent to cause imminent great bodily harm to the official or to any person residing at the official's home address. (2) Notwithstanding any other law, an official whose home address or telephone number is solicited, sold, or traded in violation of paragraph (1) may bring an action in any court of competent jurisdiction. If a jury or court finds that a violation has occurred, it shall award damages to that official in an amount up to a maximum of three times the actual damages but in no case less than four thousand dollars ($4,000). (e) An interactive computer service or access software provider, as defined in Section 230(f) of Title 47 of the United States Code, shall not be liable under this section unless the service or provider intends to abet or cause imminent great bodily harm that is likely to occur or threatens to cause imminent great bodily harm to an elected or appOinted official. (f) For purposes of this section, "elected or appOinted official" includes, but is not limited to, all of the following: (1) State constitutional officers, 2) Members of the Legislature, (3) Judges and court commissioners, (4) District attorneys, (5) Public defenders, (6) Members of a city council, (7) Members of a board of supervisors, (8) ApPOintees of the Governor, (9) Appointees of the Legislature, (10) Mayors, (11) City attorneys, (12) Police chiefs and sheriffs, (13) A public safety official, as defined in Section 6254.24, (14) State administrative law judges, (15) Federal judges and federal defenders, (16) Members of the United States Congress and apPOintees of the President. (g) Nothing in this section is intended to preclude punishment instead under Sections 69, 76, or 422 of the Penal Code, or any other provision of law. Bds/Commissions -702-23 9/13/2011 ClfY Of PALO ALTO. CA (j'tTY CLERK'S OFFICE CITY OF PALO ALTO STORMDRAINOVERSIGHTCOMMITTEE '1 SEP 22 PH 2: 2~ Please Return to: Office of the City Clerk 250 Hamilton Avenue Palo Alto, CA 94301 650-329-2571 SUPPLEMENTAL QUESTIONNAIRE Name: 517 SAf-l ROSt1JB€F9 Date: <] / l q / lJ r I Please print or type your answers to the following questions and submit with your completed application. You may submit additional sheets, if necessary, to complete your answers. 1. Have you attended the following meeting? Yes No • Storm Drain Oversight Committee I '1--1 (Date: _____ --.1) D 2. How did you Learn about the vacancy on the Storm Drain Oversight Committee? Community Group:D Palo Alto Weekly: D The Daily Post: D Website: 0 If yes, please identify Website: ___________ _ Email from City Clerk: D Library Bulletin Board: D FlyerlBookmark: D Other, Please Specify: CuRRe-:r, HEf1Bt:..1( f2£ ~Hhrrra 3. Describe your involvement in community activities, volunteer and civic organizations: G~t)f1, c..tJ "'re>~F-1Dc:R 1TZa5 rot<-a.-cp,.HJI'-'O ?~T eo -f:..-t+A[R. eLV£ RtGt3e1]J ~RH DRPr-L]V ~J-lHnr£C 4. What is it about the Storm Drain Oversight Committee that interests you? What qualities, experience and expertise would you bring to the Storm Drain Oversight Committee? tt(~~ ()1..J L? LVt J<-t6B~f..J WHHrrrt£j ?A~S~~~ of ~ 1>RAlJ..) k~~17R.£., tlJ \) ~BA-~ ft/~ 'I ftlt<... ~~L P Aero Bds/Commissions -702-23 9/13/2011 • Are you a Palo Alto Resident? • Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are board members or commissioners? • Are you available and committed to complete the term applied for? • California state law requires appointed board and commission members to file a detailed disclosure of their financial interests, Fair Political Practices Commission, Conflict of Interest, Form 700. Do you have an investment in, or do you serve as an officer or director of, a company doing business in Palo Alto which you believe is likely to; 1) engage in business with the City, 2) provide products or services for City projects, or 3) be affected by decisions ofthe board or commission you are applying for? If you answered yes, you may wish to consult with the City Attorney before filing this application. Please contact the City Attorney's Office at 650-329-2171 to arrange an appointment. • Excluding your principal residence, do you own real property in Palo Alto or within two miles of Palo Alto? EMPLOYMENT Present or last employer Name of Company: Signature of Applicant Occupation: D D D (If retired, indicate former occupation) 5. How would you see your role as board member when recommending policy and working with the Council? Ifit were necessary to change current roles, how would you approach making such changes? 6. What are the current issues facing the Storm Drain Oversight Committee? 7. Describe your specific education, training or experience in the fields of accounting, engineering, municipal infrastructure planning or water resources, if any. 8. Describe other personal traits that make you well-qualified to serve on this committee. Bds/Commissions -702-23 9/13/2011 City of Palo Alto 250 Hamilton Avenue Palo Alto, CA 94301 CONSENT FORM California Government Code Section 6254.21 states, in part, "No state or local agency shall post the home address or telephone number of any elected or appointed official on the Internet without first obtaining the written permission of that individuaL" The full code is attached. This consent form will not be redacted and will be attached to the Application and posted to the City's website. Read the code, and check only ONE option below: D I give permission for the City of Palo Alto to post to the City's website the attached Board and Commission Application intact. I have read and understand my rights under Government Code Section 6254.21. I may revoke this permission at any time by providing written notice to the Palo Alto City Clerk. OR ~ I '5V?/»P &:?~~uest that the City of Palo Alto redact my home address, phone numbers, and email address from the attached Board and Commission Application prior to posting to the City's website. I am providing the following alternate information and request that they use the following contact information instead. (ti~S-5rAf-'rPRU AvE: 'PALO ,A L1"V ( CiA 74-30{; Address G5"CJ Y-~+ ttftf0 Email Si9~ -Da---"t:-r-!I---Lq-t-) --=--' ,---- *The applicant must have a digital signature or print the application, sign in ink, and deliver to the City Clerks Office. A typed signature or unsigned application will not be accepted. Bds/Commissions -702-23 9/13/2011 ~WR.H DR.A{~ OV6(Z5ttiW Cof-tl'U1fE~ Bt>frR-D ~fJ Ct3f-iHLSS/OI'J A-f?LLcfWOV p.pS£f-' ff6M{ 5uSA-tJ I tf ;),. 5" SlAf.Jfol<J) AvE ?ALp ACW t CPs q q 30G £b)VCPqzop t"fVI1£: (P'JO Y-~Lf L'tiS S~SA-A./PA @SDI'JLt;JU£T \~1~ 5~ c-~ LJf-Jf,\)6[lSUY [3.:1, City of Palo Alto (ID # 2201) City Council Staff Report Report Type: Consent Calendar Meeting Date: 10/17/2011 October 17, 2011 Page 1 of 1 (ID # 2201) Summary Title: Draft CPA Response Letters to BAC to MTC Letter Title: Request for Council Approval of Draft City of Palo Alto Response Letters to the Bay Area Council to the Metropolitan Transportation Commission Letter From:City Manager Lead Department: City Manager Executive Summary Attached are two draft City of Palo Alto response letters to the July 19, 2011 Bay Area Council (BAC) to the Metropolitan Transportation Commission (MTC) letter on high speed rail (HSR) and Caltrain that have been requested for approval by Council by the Rail Committee. The BAC’s letter to the MTC, also attached, requests their involvement in the implementation of HSR on the Peninsula. After reading and discussing the original letter, the Rail Committee approved these two drafts at their October 12 meeting and submits them for full Council consideration. Attachments: ·Response Letters to the BAC to MTC Letter_10-17-2011 (PDF) ·Draft Excerpt Rail Committee Minutes, October 12, 2011 (DOC) Prepared By:Richard Hackmann, Department Head:James Keene, City Manager City Manager Approval: James Keene, City Manager October 17, 2011 Jim Wunderman President & CEO, Bay Area Council (BAC) 201 California Street, Suite 1450 San Francisco, CA 94111 Subject: BAC and California High Speed Rail (HSR) on the San Francisco Peninsula Dear Mr. Wunderman, Thank you for your July 10 and July 27 letters to the Metropolitan Transportation Commission (MTC). The City of Palo Alto appreciates the interest of the BAC in HSR and possible Caltrain electrification. We particularly welcome the change in tone from your July 29, 2010 letter in which you referred to Palo Alto and other Peninsula cities as having “obstructionist” policies towards HSR and attacking our view, shared by State Senator Simitian and many others that HSR “should be built right or not at all.” It is particularly important that HSR be “built right or not at all” in our area—Silicon Valley. As you know, Silicon Valley is the creative economic engine for the Bay Area. Much of our success in bringing business to the Valley depends on the excellent quality of life here. The plans offered to date by the California High Speed Rail Authority (CHSRA) would have a severe negative impact on that quality of life and thus the economic health of the Bay Area. We have worked with Congresswoman Eshoo, Senator Simitian, Assemblymember Gordon and Santa Clara County Supervisor Kniss (in her role as a member of the peninsula Corridor Joint Powers Board) on these issues. The City has endorsed the concepts and positions set forth in the Eshoo/Simitian/Gordon press release as originally issued. We believe that approach is prudent and has merit. Palo Alto is heavily involved in other HSR matters and over the past year has become more engaged with Caltrain including its technical and operational challenges, finances, and possible electrification. In furtherance of these concerns, Palo Alto has adopted a series of Guiding Principals related to HSR and Caltrain. We are awaiting the new business plan from the CHSRA, due shortly, and will review it carefully to see if it sufficiently addresses the problems that we and many others, including the State Auditor, the Legislative Analyst and the Independent Peer Review Committee, have pointed out. We welcome the participation of the MTC in the consideration of these critical transit and transportation issues throughout the Peninsula even though no representative from the Mid‐Peninsula sits on the MTC Board. We expect to listen carefully to the views expressed by MTC. To be clear, however, MTC is not empowered to speak for Palo Alto or any of the other many jurisdictions with an interest in HSR issues. We are also concerned that MTC staff does not appear to be experienced in the city‐by‐city, bottom up, negotiations that we believe would be necessary for a successful HSR project. In order to open lines of communication and provide a venue for discussion with the MTC, we have invited Ms. Tessier and her staff to have an HSR study session with our Rail Committee and have sent her the attached letter. We look forward to the opportunity of working with the MTC. Sincerely, Sidney Espinosa Mayor, City of Palo Alto c: Palo Alto City Council Palo Alto City Manager Peninsula Cities Consortium Metropolitan Transportation Commission US Congresswoman Anna Eshoo California Governor Jerry Brown California Senator Joe Simitian California Assemblymember Rich Gordon October 17, 2011 Adrienne J. Tissier, Chair Metropolitan Transportation Commission (MTC) 101 Eighth Street Oakland, CA 94607 Subject: MTC and California High Speed Rail (HSR) on the San Francisco Peninsula Dear Ms. Tissier: We are in receipt of letters dated July 10th and July 27th from Jim Wunderman, President and CEO of the Bay Area Council to the MTC. In these letters, Mr. Wunderman advocates for the MTC to perform a role as coordinator of public agency interest concerning HSR along the Peninsula. Specifically, he encouraged MTC to play a role in helping cities on the Peninsula collaborate for a unified approach to HSR. We welcome the participation of the MTC in the consideration of this critical transportation project, and with transportation issues throughout the Peninsula even though no representative from the Mid‐ Peninsula sits on the MTC Board. We expect to listen carefully to the views expressed by MTC. However, to be clear, MTC is not empowered to speak for Palo Alto or any other jurisdiction with an interest in HSR issues. We are concerned that MTC staff does not appear to be experienced in the city‐by‐city, bottom up, negotiations that we believe would be necessary for a successful HSR project. We are further concerned that MTC staff is not aware of, nor willing to, truly consider the real impacts a project like HSR can have on local communities, including traffic impacts on local arterial roads and current non‐grade separated rail crossings. It is vital as Congresswoman Eshoo, Senator Simitian, and Assemblymember Gordon stated in a joint press release that HSR be done right. The concepts stated in the said press release are prudent and have merit, and if implemented, will contribute to helping Palo Alto and other local communities maintain and enhance the quality of life residents and businesses expect and deserve. In response to a recent offer by MTC staff, and in order to open the lines of communication, we would like to invite you and your staff to a study session with our City Council Rail Committee. At that meeting we would like to hear clarification of the role MTC sees itself having in this process. We would also expect both City of Palo Alto and MTC staff to present their respective current positions on HSR and Caltrain. We look forward to hearing from you. Sincerely yours, Sidney Espinosa Mayor, City of Palo Alto c: Palo Alto City Council Palo Alto City Manager Peninsula Cities Consortium Bay Area Council US Congresswoman Anna Eshoo California Governor Jerry Brown California Senator Joe Simitian California Assemblymember Rich Gordon Michael Cunningham, MTC Director of Transportation July 19, 2011 Adrienne Tissier Chair, Metropolitan Transportation Commission 101 Eighth Street Oakland, CA 94607 Dear Chair Tissier: I am writing to express my deep concern at the continued absence of a clear and positive vision to bring high speed rail up the Peninsula from San Jose to San Francisco and to urge that MTC step into the void and lead a collaborative process to shepherd the process forward. Absent strong regional leadership, I am concerned that the Bay Area is at risk of losing this historic opportunity. You are, no doubt, all too familiar with the difficulties that the Peninsula project has faced over the past two years and that have now culminated in the California High Speed Rail Authority suspending its work on the Peninsula. In recent months, however, local leaders have begun to discuss variations on a promising new path forward, based on a smaller scale “starter project.” There is much common ground among the framework put forward by Senator Simitian, Assembly Member Gordon, and Congresswoman Eshoo; the Caltrain concept; ideas from San Francisco and San Jose; and even the “phased” approach that the Authority has aired. The Bay Area Council has had discussion with these leaders, and I see substantial areas of agreement among them and with the Bay Area Council. I believe that there can be broad support for a project that: Brings both high speed rail and Caltrain electrification to the Peninsula as soon as possible, by utilizing a simple design that can be funded and built quickly. Provides sufficient speed, capacity, and flexibility to support an attractive high speed rail service, while also providing adequate capacity for robust Caltrain service. Minimizes community impacts by forgoing construction elements that are not needed in the near/mid-term. Connects to the Transbay Terminal. Meets legal requirements necessary to access Proposition 1A high speed rail bond funds. Is designed such that future upgrades, should they be necessary and desired at a future date, would not require unnecessary disruption or wasteful reconstruction. Some will have concerns additional to those above, and some might quibble with the precise wording— there certainly will need to be a degree of compromise on all sides in order to reach agreement. But agreement, I am confident, is within our reach. I am concerned, however, that the Bay Area does not appear to be on a path towards agreement, even with so many of the pieces in place. Our region has always been successful when we speak with one voice, and we have always struggled when we have squabbled amongst ourselves. Currently, our region is speaking with many voices about high speed rail and Caltrain, and the multitude of voices obscures that fact that much of what is being said is consonant. Our inability, as a region, to articulate a clear vision for high speed rail has real consequences: we weaken our support in the state and federal government, we put ourselves at the back of the funding line, and we strengthen those who argue that high speed rail is an impossible fantasy. To succeed at high speed rail and Caltrain electrification, the Bay Area needs to resolve the various project concepts into a single project vision. This is the role that I urge that MTC take on. The Commission has played this role before: to cite just a few examples, MTC led collaborative partnerships that produced agreement on the high speed rail alignment into the Bay Area, the funding package to sustain Caltrain operations over the next two years, funding for the Transbay Terminal, and design and operational funding for the BART SFO extension. It is entirely appropriate that MTC again serve as the regional convener to guide the development of a consensus Peninsula rail project. In accepting this role, MTC would undoubtedly do a service to Bay Area transportation stakeholders, but I believe that it would also be a service to the High Speed Rail Authority and would help strengthen the statewide project. For over 60 years, the Bay Area Council has put itself at the service of Bay Area infrastructure improvement, and I cannot think of a project that will have a more significant and longer-lasting effect on this region. Caltrain is a foundational transportation service for the Bay Area, and electrification is its key improvement to meet future transportation needs. High speed rail is the signature infrastructure project that will define the Bay Area, California, and even the United States in the 21st Century. I am prepared—more than prepared, eager—to devote the full resources of the Council and our members to make this project a reality and to be an active partner in establishing a vision that has the broad support of Bay Area public officials, business leaders, and residents. The Council is prepared to directly engage stakeholders to explain the process and the project and to build strong and organized support, and we will stay engaged for as long as is necessary to fund and deliver the project. I hope that MTC will agree to take up this challenge on behalf of the Bay Area. Please feel free to contact me to discuss how the Bay Area Council can help. Best, Jim Wunderman President and CEO CITY COUNCIL RAIL COMMITTEE DRAFT EXCERPT Special Meeting October 12, 2011 Continued Discussion of the July 19, 2011 Bay Area City Council Letter to the Metropolitan Transportation Commission (MTC) and Potential Palo Alto City Response Chair Klein stated that he would like to see both letters included in the agenda packet for the following Monday’s Council meeting so that both letters could be sent prior to the release of the High-Speed Rail Authority Business Plan on November 1, 2011. Council Member Burt stated that he planned to attend the Metropolitan Transportation Commission (MTC) on Monday, October 17, 2011. He explained that it would be the first meeting at which the MTC would discuss the High-Speed Rail (HSR)/Caltrain issue, and inquired as to whether it would be possible to have a completed copy of the letter for presentation at the meeting. Chair Klein replied that the there would be no opportunity for Council approval before October 17, 2011. Council Member Burt asked whether the Item would require Council approval. Chair Klein stated that perhaps the Rail Committee could send it on their own because the letter was time sensitive, but suggested that Council Member Burt could achieve the same results by informing the MTC that the Item was scheduled for Council consideration. Council Member Burt agreed. Council Member Price suggested that Council Member Burt inform the MTC that they could expect to receive official correspondence from Council. a)Letter to Bay Area Council President and CEO Jim Wunderman Chair Klein stated that the changes shown on the red-lined version of the document were made by him, and were based on the changes suggested by the Rail Committee members. Council Member Price asked whether Staff should send of copy of the letter to MTC. Chair Klein stated that he had no objections to that. Council Member Price stated that the proposed changes accurately reflected the Rail Committee’s intent. Council Member Shepherd suggested that Staff send a copy of the Rail Committee Guiding Principles document with the letter to help the Bay Area Council (BAC) understand the City’s reliance on Caltrain as the backbone of the commute corridor. Council Member Price stated that she felt that it was more important to provide the MTC an opportunity to review the Rail Committee Guiding Principles document, but that it could be included with both letters. She cautioned that the inclusion of the Guiding Principles would delay the letters, as they were currently being reviewed by the Rail Committee and would still need Council approval. Council Member Burt stated that the Rail Committee was considering very important changes to the Guiding principles document, and expressed concern that the old document would mislead the agencies on the City’s position. He agreed with the idea of including the document, but only the amended version. Chair Klein agreed with Council Member Burt, and added that the letters should be kept as brief as possible. Council Member Price agreed that the Rail Committee should not include the current version of the Guiding Principles document. She added that to include a reference to the document would open the door for the Rail Committee to include a revised version with future correspondence. MOTION: Council Member Price moved, seconded by Council Member Shepherd, that the Rail Committee include a sentence in the fourth paragraph of the letter which stated “the City of Palo Alto has prepared and adopted a set of Guiding Principles related to High Speed Rail and Caltrain.” Chair Klein stated that he did not support the Motion because it would lead the BAC to assume that the Guiding Principles were readily available, which they were not. Council Member Burt suggested that if the Rail Committee chose to include the reference to the Guiding Principles document in the letter, they could respond to a BAC inquiry by stating that the document was being updated, and would be forwarded to them upon completion. The inclusion of the document would offer a foundation for the City’s statements, and would demonstrate that the statements were not reactionary, but came from a designed framework. Council Member Shepherd stated that she would like MTC to draft a set of guiding principles. The development of guiding principles was critical to Council’s ability to move forward and make decisions as a singular body. The Rail Committee’s Guiding Principles document provided a framework so that the Committee could work nimbly. Council Member Burt suggested that the letter state “it would be valuable for all parties to see MTC provide its own set of principles on both the outcomes and the process that they would be operating under”. Council Member Price stated that she was not in favor of the inclusion of Council Member Burt’s suggested language. She explained that the Rail Committee was addressing issues of role, governance, and decision making, and that to suggest that the MTC had a responsibility to create Guiding Principles indirectly suggested that they had a role in the decision making process. She did not want to create an opening for MTC, a body which did not represent the Peninsula, to insert themselves into the process. Chair Klein agreed. Council Member Shepherd asked whether the Peninsula Cities Consortium (PCC) had a Guiding Principles document. Council Member Burt stated that individual cities had adopted their own. The City of Palo Alto was the first to adopt them, and had served as model for other cities. He indicated that most of the PCC cities had adopted some form of Guiding Principles. Council Member Shepherd stated that the purpose of the letter was not to request Guiding Principles, but that Guiding Principles did offer insight into an organization’s agenda. Council Member Burt stated that the City did not want to endorse a specific role for the MTC, but that the City did seek to promote transparency. He suggested that if the City did not demand that the MTC provide transparency regarding their intended role, there would not be an opportunity to dispute that role in an objective or transparent manner. He added that his comments applied to both letters, as the City should request that the BAC provide clarification regarding their position. MOTION PASSED: 3-1, Klein no Council Member Shepherd asked for the name of all additional recipients of the letter. Rob Braulik, Assistant Director of Administrative Services, stated that Staff could send a copy of the letter to Senator Simitian, Congresswoman Eshoo, and Assembly Member Gordon. Council Member Shepherd agreed. Council Member Burt suggested that the letter also be sent to the PCC. MOTION: Council Member Burt moved, seconded by Council Member Shepherd, that the Rail Committee direct Staff to add a sentence to the second to last paragraph of the letter, requesting that the Bay Area Council encourage MTC to provide clarity on their intended role and the roles of Peninsula Cities, and noting that the Bay Area Council had expressed that one of the failures to date had been that the HSR Authority had neglected to adequately address the legitimate concerns of peninsula cities. INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER:Replace “intended” with “prospective” Council Member Price stated that she agreed with the addition in concept, but that the BAC did not have a great deal of leverage with MTC. She suggested that the language was more appropriate for the letter to MTC. Council Member Burt stated that the BAC had come out three days ahead of the MTC and advocated that the MTC take on a new role. The MTC officially claimed that they had created a new role for themselves in response to the BAC request. He added that the BAC and the MTC were partners, and that it was announced at the most recent PCC meeting that BAC President and CEO Jim Wunderman and Caltrain’s Seamus Murphy were seen lobbying together in Washington, D.C. Council Member Price appreciated Council Member Burt’s clarification, but maintained that the City’s relationship should be directed at the MTC. Council Member Burt emphasized that statements made to the BAC would not preclude those made to the MTC. He stated that the letter was political in nature, and that the question was what type of political content the Rail Committee would like to see included. Council Member Shepherd agreed that the issue of High Speed Rail was an extremely political issue, but that the audience for the letter was much broader than just the BAC or Mr. Wunderman. Stephen Emslie, Deputy City Manager, read aloud the July 20, 2011 BAC press release entitled “Bay Area Council Proposes Path Forward to End High-Speed Rail Impasse on the Peninsula.” Council Member Burt stated that the BAC had also released another statement that spoke more explicitly the past failings of High-Speed Rail in not recognizing and responding to the legitimate concerns of the community. Chair Klein commented that the letter would be more effective if it were limited in scope, and that he considered the most important aspect of the letter to be the statement that MTC was not empowered to speak for the City of Palo Alto. Council Member Price agreed that the letter should be limited in scope, and suggested that the City issue a thoughtful response on some of the additional issues at a later date. Council Member Shepherd agreed that the Rail Committee needed to move ahead on the Item, but expressed concern that Mr. Wunderman was introducing himself as the voice for the business community. She stated that Mr. Wunderman did not speak to the economic development or innovative entrepreneurship of Palo Alto and Silicon Valley, and that the letter should reflect that the BAC did not speak on behalf of the City’s role in the business community. Chair Klein stated that the purpose of the BAC was to speak for businesses. Council Member Burt stated that the distinction that Council Member Shepherd had indentified was that Mr. Wunderman might speak on behalf of his organization of Bay Area businesses, but that he did not necessarily represent the perspectives of business leaders on the Peninsula. He commented that he felt that Council Member Shepherd’s concerns had been adequately addressed in the letter. MOTION FAILED:2-2 Klein, Price no MOTION:Council Member Klein moved, seconded by Council Member Price, that the Rail Committee recommend adoption of the letter to the BAC to Council, as amended. MOTION PASSED:4-0. Council Member Shepherd suggested that the Rail Committee direct Staff to agendize discussion regarding the introduction of City Press Releases. Chair Klein agreed. He asked whether the goal was increased publicity for Caltrain and High Speed Rail issues. Council Member Shepherd stated that it was. She noted that there had been an effort to minimalize and group together all Peninsula Cities, but that as the second ticket taker for Caltrain, the City of Palo Alto should have priority over the City of San Jose. Chair Klein stated that the Item would be placed on a future agenda. b)Letter to MTC Chair Klein stated that the letter should be sent to the same additional recipients as the first letter. Council Member Price stated that the letter invited the Metropolitan Transportation Commission (MTC) Staff to a Study Session with the Rail Committee, and suggested that the letter also include information as to the format, purpose, and potential discussion topics for the Study Session. She explained that if she received the letter, she would be uncertain as to how to properly prepare. Chair Klein asked what impressions Staff had after discussions with the MTC Staff. Stephen Emslie, Deputy City Manager, stated that the MTC Staff had indicated their interest in reaching out to the Peninsula communities, and had done so with the City. They communicated that they were in the initial stages of the initiative and didn’t yet have a good idea of how they would construct their decision-making. Palo Alto Staff had expressed concerns to MTC Staff regarding the traditional MTC model, which was dominated by the large cities. That model generally worked for MTC projects because the infrastructure in question was often located in those cities. In this instance, the Peninsula would be a direct recipient of the infrastructure, and so should have a significant seat at the table. He explained that MTC Staff had not responded positively to those suggestions, and that they had indicated that they wanted the chance to reach out to all of the communities before making any decisions. Council Member Price inquired as to the purpose of MTC’s community outreach. Mr. Emslie replied that the purpose was to build consensus and establish a coalition based on the advancement of the hybrid system option. Council Member Burt asked whether the final paragraph of the letter was intended to respond to MTC’s offer of community outreach. Mr. Emslie stated that it was. Council Member Burt asked whether MTC was more likely to accept the City’s offer if they made it clear that the offer was made in response to their community outreach efforts. Mr. Emslie stated that MTC Staff had made it clear that they would attend and participate in any forum that the City proposed. MOTION:Chair Klein moved, seconded by Council Member Shepherd, to adopt the letter with the following amendments to the final paragraph: 1) remove “HSR” from last paragraph, 2) add “at which both City and MTC Staff would present their respective present positions on HSR and Caltrain” after “City Council Rail Committee” 3) remove “and working with the MTC.” Council Member Shepherd stated that the Rail Committee had participated in many Study Sessions and had yet to discuss the concept of separating rail from bus for the Bay Area. She stated that the separation had worked for other metropolitan areas, and asked whether the Rail Committee would like to explore its applicability to the Bay Area. Council Member Price agreed that the Rail Committee should discuss that issue, but not within the present context. Council Member Shepherd agreed. Council Member Price suggested that there needed to be a corridor approach completely separate from MTC.She stated that the letter should explain that the Study Session would provide an opportunity for MTC to further clarify their perception of their role and responsibility, related to the current project. INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER:Council Member Burt moved, seconded by Council Member Price, that the final paragraph begin with the addition of “In response to the recent offer by MTC staff, and.” MOTION RESTATED:“In response to the recent offer by MTC Staff, and in order to open lines of communication, we would like to invite you and your staff to a Study Session with our City Council Rail Committee. At that meeting we would hope to hear clarification from MTC Staff on the role that MTC envisions for itself in this process. We would also expect that both the City and MTC Staff would present their respective positions on HSR and Caltrain. We look forward to hearing from you.” Council Member Burt stated at the last meeting there had been some discussion of who the local representative to the MTC was. It appeared to be Santa Clara County Supervisor Dave Cortese and San Jose City Council Member Sam Liccardo. He mentioned that San Mateo County, which was half the size of Santa Clara County, also had two representatives. There was no representative between San Mateo and San Jose. INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER:Chair Klein would review the final draft of the letter, and amend as needed. Council Member Price asked whether the letter clearly explained that the City would like the MTC Chair to attend as well as MTC Staff. Council Member Burt stated that it did. Council Member Price asked whether the Rail Committee would like to mention the Guiding Principles. She explained that the revised Guiding Principles document would be available for distribution at the Study Session. Chair Klein commented that the MTC would also receive a copy of the letter to the BAC, which specifically referenced the Guiding Principles. Council Member Price agreed, and asked whether Staff could include the Governor on their list of recipients. Mr. Braulik stated that they could. Council Member Shepherd suggested that since the MTC knew very little of the Peninsula, perhaps Staff should invite them to a Rail Corridor tour prior to the Study Session. She asked whether the tour given to Curt Pringle had proven useful. Council Member Burt stated that the tour given to Mr. Pringle had been informative because he was from Orange County and unfamiliar with the area. He noted that the MTC representatives were from the Bay Area, and may have more familiarity with the Corridor. He stated he would prefer Staff propose the idea directly, rather than placing it in the letter. Council Member Price stated that the concept of the tour was good, but expressed concern regarding the Staff time necessary to properly organize an informative tour. In light of those concerns, she stated that a tour would be premature. MOTION PASSED:4-0 Chair Klein asked Staff to confirm that the letter would be placed on the Consent Calendar for the October 17, 2011 Council meeting. Mr. Braulik stated that it would. Chair Klein suggested that Council Member Burt bring the letter to the October 14, 2011 MTC meeting. Council Member Burt stated he did not need to bring the letter with him, but that he would mention it in his oral comments. CITY COUNCIL RAIL COMMITTEE DRAFT EXCERPT Special Meeting October 12, 2011 Continued Discussion of High Speed Rail Guiding Principles Document Herb Borock stated that it was premature for the Rail Committee to take action regarding the Guiding Principles prior to the release of the High Speed Rail Authority’s Business Plan. He stated that there were two reasons to postpone a discussion on the Guiding Principles: to await the Court’s decision on the challenge to the current Environmental Impact Report (EIR), and to await the release of the Business Plan. He suggested that the High-Speed Rail Authority might wait for the results of the Court’s decision before releasing their Plan, and stated that the City should not take a stance on electrification until a final EIR was available. He discussed the problems with the blended rail system. MOTION: Chair Klein moved, seconded by Council Member Burt, that the Rail Committee continue the discussion of the High Speed Rail Guiding Principles. Council Member Shepherd stated that although the Rail Committee was going to continue the Item, she felt that the incorporation of Caltrain into the document could still be completed at the next meeting. Council Member Burt asked Chair Klein to identify the areas of the document that could be potentially affected by the release of the High- Speed Rail Authority’s Business Plan. Chair Klein stated that the first question to consider was whether the Rail Committee should oppose high-speed rail (HSR). Council Member Burt stated that the City would likely need some time to analyze the Business Plan after its release. He asked whether Chair Klein had envisioned the elimination of references to ideas such as the blended rail system, if the Rail Committee were to oppose the project in its entirety following the release of the Business Plan. Chair Klein replied yes. He stated that the impending court decision regarding the EIR, which could be expected within 90 days, would have some affect on the Rail Committee’s approach to the Guiding Principles document, and that he did not want to present a piecemeal document to Council. Council Member Burt agreed, but remarked that review of the Guiding Principles might always be a piecemeal process. To put off consideration of the Item until after the court ruling would mean a November or December Rail Committee meeting, followed by a Council meeting. That postponement would assume that the Business Plan and the court ruling would both be definitive enough to fundamentally alter the City’s position. He asked whether it would be more effective to make changes to the document now, based on currently available information, and to amend the document down the road if conditions change, than to wait. Chair Klein replied that the timing was such that he felt that it would be better to wait. Council Member Burt stated that he had reviewed the prospective changes to the document, and that he did not think that they would conflict with or undermine any subsequent position that the Rail Committee might take based upon the new Business Plan or the court decision. Chair Klein agreed, but stated that to adopt a set of Guiding Principles with two major events approaching in the very near future seemed strange. He stated that no matter what the outcome of the two events, the Guiding Principles would likely need to be changed in some way, however minor. Council Member Burt stated that the Guiding Principles might need to be changed, but that he did not forsee a reversal of any of the currently proposed amendments. Council Member Shepherd agreed with an incremental approach to the Guiding Principles. She expressed concerns regarding the future work of the Rail Committee, were they to forcefully oppose HSR. MOTION FAILED: 1-3 Burt, Price, Shepherd no MOTION: Council Member Burt moved, seconded by Council Member Shepherd, that the Rail Committee recommend adoption of the Guiding Principles to Council and present them at the earliest Council meeting feasible. Council Member Price suggested that if the Rail Committee was determined to take an incremental approach to the document, that they make their intentions known and clearly convey their expectation that the document would be amended again after the release of the Business Plan and Court’s ruling. Mr. Braulik stated that Staff had planned to present a Rail Update to Council on November 7, 2011, which would include an update on the Rail Committee Guiding Principles document. Council Member Burt agreed that Council should be made aware of the Rail Committee’s plan to revisit the document. He understood that Staff had not planned to present the Item at the next Council meeting, but stated that it would be helpful to have a revised version of the document available to the Rail Committee as they engage in subsequent discussions with the Metropolitan Transportation Commission (MTC) and the Bay Area Council (BAC). He asked whether it was possible to present the document to Council before November 7, 2011. Council Member Price agreed with Council Member Burt, and stated that she would like to see Staff move the Item forward so that it could be used by the Rail Committee. Mr. Braulik explained that if the Item were to come to Council before the November 7th Council meeting, it would do so as a single action item, and not as part of a larger Rail Update. Outside presenters had already been scheduled for the November 7th Council Rail Update, and could not be rescheduled. Council Member Price stated that she understood, and that it made sense to place the Item on the Council Agenda as soon as possible. Council Member Shepherd, proposed to add “, using a city by city, bottoms up negotiation with neighboring communities with respect to high-speed rail” after the word “cooperatively” on Guiding Principle number 13. Council Member Burt stated that he did not accept the changes as an Incorporation into the Motion. Council Member Price stated that she also did not agree with the proposed amendment to the document. Chair Klein asked whether the redlined version of the Guiding Principles would be provided to Council. Mr. Braulik stated that Staff did not usually provide redlined versions of documents to Council, but that they could create a clean version for Council review. Chair Klein remarked that in addition to a clean version, it might also be helpful to demonstrate the changes made by the Rail Committee on a redlined version. Mr. Braulik stated that Staff would provide Council with a copy of the current Guiding Principles document, a redlined version showing the changes made, and a clean version including the proposed changes. Chair Klein noted the proposed addition to the background section of the Guiding Principles, which stated that the proposal limited the scale of rail on the peninsula for the next twenty years. He asserted that it was misleading to use a set time frame without any explanation of how the time frame had been established. He asked that “next twenty years” be replaced with the “foreseeable future.” INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER: replace “next twenty years” with the “foreseable future” in the background section Chair Klein suggested that Guiding Principle Number 8 be removed. Council Member Burt disagreed. AMENDMENT: Chair Klein moved, seconded by Council Member Price, that the Rail Committee remove Guiding Principle Number 8. Council Member Shepherd inquired as to the status of the Peninsula Rail Program. Council Member Burt replied that the Program was extinct. He noted that although he did not agree with the removal of Guiding Principal Number 8, he did feel that an amendment was needed to clarify that the City’s Context Sensitive Solutions were not reliant on the Peninsula Rail Program. Chair Klein agreed. He stated that his main concern was that Context Sensitive Solutions had been a good idea at the time, but that the City had moved past that approach. Council Member Burt stated that previously there had been the perception that there was a race to a deadline, which precluded the proper implementation of Context Sensitive Solutions. He maintained that it was a very effective, well understood, and well established methodology for complex transportation problems, which empowered the full range of stakeholders. AMENDMENT FAILED: 2-2 Burt, Shepherd no INCORPORATED INTO THE ORIGINAL MOTION WITH THE CONSENT OF THE MAKER AND THE SECONDER: On Guiding Principle Number 8, delete “related to HSR and” and add “or an equivalent process related to” Chair Klein explained that as he understood it, the blended solution would violate Context Sensitive Solutions. Council Member Burt responded that any proposal would include a framework for consideration, and that the Context Sensitive Solutions process could be applied to any proposal. Chair Klein stated that it had been proposed that pre-legislated items would be treated differently. Council Member Price suggested the addition of “and the Caltrain Joint Powers Board” after “Peninsula Cities Consortium” on Guiding Principle Number 13. Council Member Burt asked for clarification. Council Member Shepherd stated that the redlined draft document already included Caltrain, and felt that Council Member Price’s proposed language was repetitive. Council Member Burt stated that the Rail Committee had no means of working with the Caltrain Joint Powers Board, other through their representative. He had suggested a year and a half prior that the Caltrain Joint Powers Board adopt an advisory group, on which each City could be represented in a non voting capacity. He stated that he would support the proposed language if the goal was to advocate for representation, otherwise there would be no mechanism for cities to provide input. Council Member Price agreed that the advisory group was a technique that the Rail Committee could introduce in the future. The additional language could create a meaningful opportunity to view the issue as a corridor issue affecting all Peninsula cities. Although there should be recognition of the need for significant modification to their representation model, she stated that the Caltrain Joint Powers Board could not be excluded from a conversation regarding Caltrain. Council Member Burt stated that he supported the change to Guiding Principle Number 13. Chair Klein stated that there was a lack of parallelism. Guiding Principle Number 13 addressed working collaboratively with neighborhood communities. He acknowledged that the City needed to work with the Caltrain Joint Powers Board, but that the proposed language was inconsistent with the intent of Guiding Principle Number 13. Council Member Price stated that it would still be useful to include the reference to the Caltrain Joint Powers Board because the existing relationships were not as good or productive as they should be. If the issue was viewed as a project with impacts all the way down the Peninsula, then a reference to the Caltrain Joint Powers Board would make sense. Council Member Shepherd observed that those concerns had been addressed in “Role and Authority of the Rail Committee” section, where the Caltrain Joint Powers Board was listed. She stated that she shared Chair Klein concerns regarding parallels in the document. Council Member Burt noted that the “Role and Authority of the Rail Committee” section discussed advocacy towards the Caltrain Joint Powers Board, while Guiding Principle Number 13 discussed cooperative participation. He stated that he would approve the proposed language amendment to Guiding Principle Number 13, if the Rail Committee agreed to move forward with advocacy efforts to improve representation on the Caltrain Joint Powers Board. Council Member Price suggested the deletion of “Authority and its Representatives,” and the addition of “HSR Authority and its Representatives, Caltrain Joint Powers Board, Metropolitan Transportation Commission, Santa Clara County Transportation Authority, and others as deemed necessary” from Guiding Principle Number 15. Council Member Shepherd agreed. Council Member Burt stated that he did not want the agencies specifically listed, but that he would agree to an amendment to add “to the authority and other pertinent government agencies.” Council Member Shepherd agreed. Council Member Price stated that she felt that the agencies should be listed because each of the agencies had a role in the fate of the corridor. INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND THE SECONDER: Remove “and its Representatives” and replace with “, the Caltrain Joint Powers Board, and other relevant government agencies” in Guiding Principle Number 15. Chair Klein stated that it was appropriate to specifically list the two most powerful agencies regarding rail service, but that it was not necessary to list all of them. Council Member Price agreed. Council Member Shepherd stated that she would like “with equal consideration” to be deleted from Guiding Principle Number 3. Council Member Burt disagreed. He stated that the addition of “equal consideration” conveyed that all neighborhood impacts would be weighed equally, while acknowledging that each situation may not have the same outcome. The change in language from “same basis” to “equal consideration” allowed Rail Committee the ability to review the circumstances. Council Member Price agreed with Council Member Burt. Council Member Shepherd asked Council Member Burt for his interpretation of the term “same basis” within the given context. Council Member Burt explained that he interpreted “same basis” to refer to equality of outcome, rather than to the process of consideration. Council Member Shepherd stated that the change proposed in the redlined version significantly altered the meaning of the text, and would significantly alter the way in which the Rail Committee handled future issues. The original language was extremely reassuring to the City’s neighborhoods, who felt that it offered them some assurance that each would receive the same treatment. She commented that she was not comfortable with the redlined language as written. Council Member Burt stated that the current un-amended Guiding Principle Number 3 was no longer reasonable. AMENDMENT: Council Member Shepherd, seconded by Council Member Klein, to retain the original language of Guiding Principle Number 3, with the addition of “/Caltrain” after “HSR.” AMENDMENT FAILED: 2-2, Burt, Price no MOTION RESTATED: Council Member Burt moved, seconded by Council Member Shepherd, that the Rail Committee recommend adoption of the Guiding Principles, to include the following amendments: 1) In background replace “next twenty years” with the “foreseeable future” 2) In Guiding Principle Number 8 remove “related to HSR and” and add “or an equivalent process related to” 3) In Guiding Principle Number 15 remove “and its Representatives” and replace with “, the Caltrain Joint Powers Board, and other relevant government agencies,” to Council for presentation at the earliest Council meeting feasible. MOTION PASSED: 3-0, Klein no Chair Klein stated that he did not support the Motion because he believed that it was premature for the Rail Committee to take action at that time. City of Palo Alto (ID # 2191) City Council Staff Report Report Type: Action ItemsMeeting Date: 10/17/2011 October 17, 2011 Page 1 of 7 (ID # 2191) Summary Title: New MOA for Classified Fire Employees (IAFF) Title: Adoption of Two Resolutions: (1) Amending Section 1501 of the Merit System Rules and Regulations to Adopt a New Memorandum of Agreement (MOA) with International Association of Firefighters (IAFF), Local 1319 and (2) Fixing the Employer’s Contribution Under the Public Employees' Medical and Hospital Care Act (PEMHCA) for Local 1319, International Association of Fire Fighters From:City Manager Lead Department: Human Resources Recommendation Staff recommends that Council approve the attached resolutions. The first amends Section 1501 of the Merit System Rules and Regulations to adopt a new Memorandum of Agreement (MOA) between the City of Palo Alto and IAFF Local 1319 for the period of July 1, 2010 through June 30, 2014. The second is necessary to implement the new employee and future retiree health care contributions provision by fixing the Employer’s Contribution under the Public Employees Medical and Hospital Care Act (PEMHCA) for Fire employees represented by IAFF, Local 1319. Background The City’s MOA with IAFF, Local 1319 expired on June 30, 2010. This unit currently has 108 budgeted full-time positions in FY 2012 and includes Firefighters, Apparatus/Operators, and Captains, some of whom are paramedics. October 17, 2011 Page 2 of 7 (ID # 2191) The City and Union began contract negotiations in May 2010. The parties met 13 times through early February 2011, but were not able to reach agreement on terms for a successor MOA. The City subsequently declared impasse on February 15, 2011 thereby triggering the impasse resolution process of binding interest arbitration pursuant to Article V of the City Charter. By April 2011 the parties had selected the Arbitration Board and set hearing dates in September and October 2011. In discussions that occurred concurrent with the arbitration preparation, the parties ultimately reached a tentative agreement which was ratified by the IAFF membership on September 30, 2011. Discussion In this negotiation process, the City sought and achieved economic concessions similar to those made by non-sworn employees represented by SEIU and the unrepresented Management/Professional employees in 2009. Of significant importance in this new Fire agreement are the following systemic, structural changes to the compensation plan: ·Employee pension contributions The California Public Employees Retirement System (CalPERS) requires 2 different contributions toward the City’s pension plan. The “employer” contribution fluctuates based in part on the rate of CalPERS investment returns. The City is required to pay the amount of this contribution. The second contribution is the “employee” or “member” contribution, which is set at 9% of salary for public safety. CalPERS rules allow agencies to pay all or part of the employee contribution, which Palo Alto has done for its employee groups in the recent past. One of the City’s goals for managing pension expenses is to return to arrangements in which employees pay the employee pension share. October 17, 2011 Page 3 of 7 (ID # 2191) In the previous IAFF contract, the City paid the full 9% employee share until January 2010. In January 2010, the contract required the City to increase the employees’ base salary by approximately nine percent (9%), which the employees used to pay the PERS member contribution.This arrangement meant that the City was still effectively funding the employee PERS contribution, and because an additional 9% was added to the base salary, all salary-related costs such as overtime increased. Upon adoption of this new MOA employees’ base pay will be lowered by 9%, and immediate savings will be realized from lower base wages. In addition, employees will immediately start paying six point five percent (6.5%) of the PERS member contribution. In July 2012, employees will pay the remaining two point five percent (2.5%) so that the employee contribution will be at the full nine percent (9%) level. ·New, Lower Tier CalPERS Retirement Formula for New Hires To control future retirement costs, the City will implement a different retirement formula for future new employees, 3% of final salary at age fifty- five with the final salary determination for such employees of three highest consecutive years. Current Fire employees will maintain the 3 percent at 50 retirement benefit and single highest year final compensation calculation. The formula change for new employees will have modest financial impact in the early years of implementation but will result in much lower costs over time. Until approximately 10 years ago, the pension formula for all public safety was 2% @50. ·Employee Medical Contributions Another primary concern for the City is escalating medical costs for both active and retired employees. The miscellaneous employees in SEIU and Management/Professional have been contributing toward their medical premiums since last spring; for all other groups the City still pays the full premium contribution up to the level of the second highest plan. Under the October 17, 2011 Page 4 of 7 (ID # 2191) provisions of this new MOA, IAFF employees will contribute ten percent (10%) toward medical premiums with the City picking up the remaining 90% of the total premium cost. For active employees this will take effect on October 22, 2011. The contribution will also be required for retiree medical benefits for employees who retire on or after December 1, 2011. These dates are different because CalPERS requires a minimum of 30 days to process the change for retiree contributions. The second resolution is required by CalPERS in order to implement the new contribution structure. Staff has reviewed the contribution provisions of the MOA with CalPERS, and while CalPERS is not able to directly administer the 90/10 contribution model as it did with the previous City- paid arrangement, it has determined that it will be possible to implement with the attached resolution. This resolution reflects that the health plan rates will be fixed at a lower specified amount for active and retired Fire employees. This change will require the City to establish an internal process for appropriate contributions under the 90/10 cost share plan, and staff will work with CalPERS to ensure that it is implemented appropriately. ·Elimination of Minimum Staffing For many years, MOAs with IAFF have contained a “minimum staffing” standard with two components. First, a minimum of 29 fire personnel were required to be on duty at all times regardless of call volume or service need (“shift staffing”). Second, engine, truck and combination rescue companies were required to be deployed with a certain number of personnel (“apparatus staffing”). The City has consistently sought in negotiations to eliminate the shift staffing standards in the MOA to permit greater flexibility in the allocation of staff and in the configuration of operations. The recent Resources and Utilization Study supported this position, and while most fire agencies follow specific apparatus staffing standards, shift staffing is uncommon among fire agencies. October 17, 2011 Page 5 of 7 (ID # 2191) The new MOA completely eliminates the minimum shift staffing standard. The City and fire union representatives discussed this extensively and agreed that eliminating the shift staffing provision provides the City with the flexibility to take an engine out of service and/or close, reduce or “brown out” the service of a station if needed for operational, efficiency, financial or any other reasons. The new MOA maintains apparatus staffing for engine, truck and combination rescue companies consistent with standards commonly followed in most fire agencies. Resource Impact The new MOA with IAFF results in a number of significant expense savings and cost avoidances for the City. Some of these savings will be realized immediately and some over time. Starting with the pay period beginning October 22, 2011, the salary and benefit changes cited below will be implemented for IAFF members. Savings are then annualized for FY 2013. FY2012 FY 2013 9% Wage decrease to reflect employee pension $184,000 $265,000 contribution “reversal” described above Employee-paid Share of Pension $772,000 $1,069,000 Costs: 6.5% of 9% in FY 2012 and the full 9% in FY 2013 Elimination of Tuition Reimbursement $ 0 $ 108,000 ($1,000 per employee) IAFF Members Pay 10% of Medical Premiums $ 86,000 $ 124,000 October 17, 2011 Page 6 of 7 (ID # 2191) Total Salary and Benefit Savings $1,042,000 $1,566,000 The net savings are approximately the same as those made by SEIU and unrepresented managers since 2009. During the period the City and Fire Union were negotiating this contract, the City’s portion of pension costs have increased by 5.43%. The City’s portion is projected by CalPERS to increase by an additional 7.68% in the next two fiscal years. The shift to all employees picking up the employee portion of pension expense results in a lower pension liability for the City. In addition to the reduced expenses shown above, changes in the pension plan for firefighters will reduce future City costs and liabilities for new firefighter hires. By instituting a “second-tier” retirement formula of 3% at 55 (current plan is 3% at 50) and using the average of the three final years of compensation (current plan is single highest year of compensation) to determine pension payments, the City will avoid considerable costs in comparison to current pension formulas. These “savings” will not be realized for several years into the future and will grow over time. Staff roughly estimates cumulative savings at $1.9 million over a ten year period. Several areas for potential savings from the elimination of citywide minimum staffing levels in the current MOU have been identified. With this important change the City will be able to more fully implement recommendations in the January 2011 “Fire Services Utilization and Resources Study” for operational savings. For example, Recommendation 22 in the report states, “If the engine and rescue at Station 2 were cross-staffed with three personnel... an estimated savings of $1.38 million” can be realized. City management is in the process of working with fire personnel to determine which recommendations and efficiencies can be achieved while maintaining high standards of public and firefighter safety. Policy Implications October 17, 2011 Page 7 of 7 (ID # 2191) This recommendation is consistent with City Council direction to achieve structural changes in employee compensation for short-term and long-term savings. Environmental Review This is not a project under the California Environmental Quality Act (CEQA). Attachments: ·Resolution Fixing Employer's Contribution (PDF) ·Resolution Amending Section 1501 (PDF) ·IAFF MOA 2011 (PDF) ·IAFF Red-line MOA 2011 (DOC) ·IAFF 2011 Salary Sheet (XLS) ·IAFF 2012 Salary Sheet (XLS) ·IAFF 2013 Salary Sheet (XLS) ·IAFF 2014 Salary Sheet (XLS) Prepared By:Sandra Blanch, Interim Director, Human Resources Department Department Head:Sandra Blanch, Interim Director, Human Resources Department City Manager Approval: James Keene, City Manager MEMORANDUM OF AGREEMENT Between CITY OF PALO ALTO and LOCAL 1319, I.A.F.F. July 1, 2010 -June 30, 2014 1 PREAMBLE _____________________________________________________ 6 ARTICLE I -RECOGNITION 6 SECTION I. RECOGNITION. ___________________________ 6 ARTICLE II -NO DISCRIMINATION ______________________________________ 6 SECTION I. No DISCRIMINATION. ________________________ 6 SECTION 2. FREE CHOICE. _____________________ 6 SECTION 3. HUMAN RELATIONS COMMITTEE ____________ ~ _______ 6 ARTICLE 111-PAYROLL DEDUCTIONS -AGENCY SHOP ___________ -------------7 SECTION I. PAYROLL DEDUCTIONS AND WRITTEN AUTHORIZATION. _____________ 7 SECTION 2. AGENCY SHOP. 7 ARTICLE IV -UNION ACTIVITIES ________________________________________ 8 SECTION I. ON-DUTY TIME. _.,,--__ -=-___ ----=,....,...,,----______________ 8 SECTION 2. INTEROFFICE MAIL, BULLETIN BOARDS, AND E-MAIL. 8 SECTION 3. USE OF MEETING PLACES. 9 ARTICLE V -NO STRIKES _______________________ 9 SECTION I. No STRlKES ___________________________ 9 ARTICLE VI -PROBATIONARY PERIOD _____________________________________ 9 SECTION I. TENTATIVE AND SUBJECT TO PROBATIONARY PERIOD. ______________ 9 SECTION 2. PART OF TESTING PROCESS. 9 SECTION 3. SUSPENSION OR TERMINATION. 9 ARTICLE VII -SALARY PROVISIONS _____________________________________ ~ SECTION I. PERCENT INCREASES. ________________________ IO SECTION 2. OUT-OF-CLASSCOMPENSATION. 10 SECTION 3. PAY FOR COURT ApPEARANCE. 10 SECTION 4. CLASSIFICATIONS. 10 ARTICLE VIII -PAY DIFFERENTIALS _______ -'---_____________________________ 11 SECTION I. PARAMEDlCDIFFERENTIAL. ______________________ 11 SECTION 2. HAz MAT DIFFERENTIAL. 11 SECTION 3. EMT DIFFERENTIAL. II SECTION 4. FIRE INSPECTOR DIFFERENTIAL. 11 ARTICLE IX -HOLIDAYS ____________________________________________ 11 SECTION I. NAMED HOLlDAYS. ________________________ 11 SECTION 2. CONDITIONS. 12 ARTICLE X -OVERTIME COMPENSATION _________________________________ 12 SECTION I. COMPENSATION. _________________________ 12 ARTICLE XI -MINIMUM STAFFING ______________________________________ 13 SECTION I. MINIMUM STAFFING. ________________________ 13 ARTICLE XII -FIRE DEPARTMENT PROGRAMS ______________________________ 13 SECTION I. PROGRAMS. __________________________ 13 ARTICLE XIII -WORK ASSIGNMENTS AND TRANSFERS ________________________ 13 2 SECTION I. SHIPOUTS. 14 SECTION 2. VACATION RE=L-=]E=F"'P:c:O-=SI=TI=O""N-=S.---------------------14 SECTION 3. TRANSFER REQUESTS. 14 SECTION 4. SPECIAL ASSIGNMENTS. 14 SECTION 5. CONTINUOUS HOURLY SERVICE. 15 ARTICLE XIV -TRAINING COORDINATION ________________ 15 SECTION I. COORDINATlON. _________________________ 15 ARTICLE XV -PARAMEDIC ASSIGNMENT __________________ 15 SECTION 1. LIMIT OF ELIGIBILITY. 15 SECTION 2. ADDITIONAL CANDIDATE TRAINING. 15 SECTION 3. INCENTIVES. 15 SECTION 4. PROCTORING. 15 ARTICLE XVI -FIRE FIGHTER APPRENTICE PROGRAM ____________ 16 SECTION I. IMPLEMENTATION. __ --::-___ ---:c:-:-________________ 16 SECTION 2. BEGINNING FIRE FIGHTING SUPPRESSION WORK. _______________ 16 SECTION 3. TESTING PROCESS. ________________________ 16 ARTICLE XVII-PROMOTION ______________________ 16 SECTION I. PROMOTION STEP LEVEL. ===:--__________________ 16 SECTION 2. PROMOTION PROCESS INFORMATION. 16 ARTICLE XVIII -REDUCTION IN FORCE __________________ 16 SECTION 1. ORDER OF REDUCTION. _____ --:-_________________ 16 ARTICLE XIX -SELECTIVE CALL BACK WITH REGARD TO RESIDENCY ________ 16 SECTION 1. IN CASE OF EMERGENCY _______________________ 16 ARTICLE XX -HEALTH BENEFITS ____________________ 17 SECTION 1. MAINTENANCE OF LEVELS ______________________ 17 SECTION 2. VISION CARE. 17 SECTION 3. PEMHCAHEALTHPLAN.· 17 NOT TO EXCEED THE SECOND MOST EXPENSIVE PLAN 17 NOT TO EXCEED THE SECOND MOST EXPENSIVE PLAN 17 ARTICLE XXI-DENTAL BENEFITS 19 SECTION 1. LEVEL OF BENEFITS. 19 SECTION 2. PREMIUMS. ;--__ ;--_______________________ 19 SECTION 3. LIFETIME MAXIMUM INCREASE. 19 ARTICLE XXII -LIFE INSURANCE ____________________ 19 SECTION I. PREMIUMS. ___________________________ 19 ARTICLE XXIII -RETIREMENT BENEFITS __________________ 19 SECTION 1 PERS RETIREMENT FORMULA _____________________ 19 SECTION 2. EPMC 20 SECTION 3. EMPLOYEE PERS CONTRIBUTIONS 20 SECTION 4. OPTION 2 DEATH BENEFIT. 20 SECTION 5. MILITARY SERVICE CREDIT. 20 SECTION 6. 1959 SURVIVOR BENEFIT. 21 ARTICLE XXIV -RETIREMENT MEDICAL PLAN 21 3 SECTION 1. RETIREE MEDICAL COVERAGE FOR UNIT EMPLOYEES HIRED BEFORE JANUARY 1. 2004: _____ 21 ARTICLE XXV -DEPENDENT CARE ASSISTANCE PROGRAM (DCAP) 22 SECTION 1. DCAP. 22 ARTICLE XXVI-VACATION ACCRUAL 22 SECTION 1. ACCRUALRATE .. ___________________________ 22 SECTION 2. UNUSED AT TERMINATION. 22 SECTION 3. LIMITS. 22 ARTICLE XXVII -USE OF VACATION ___________________ 23 SECTION 1. MAxIMUM NUMBER OF SLOTS. ______________________ 23 SECTION2.AFPROVALS. 23 SECTION 3. VACATION PAY. 23 SECTION 4. ILLNESS ON V ACA TION. 23 SECTION 5. WHEN TO BE TAKEN. 23 SECTION 6. LIMITATION ON USE. 23 SECTION 7. WAlTING PERIOD. 23 SECTION 8. DOUBLE COMPENSATION PROHIBITED. 23 SECTION 9. CASH OUT OPTION. 23 ARTICLE XXVIII-SICK LEAVE ____________________ 24 SECTION 1. STATEMENT OFPOLICY. ________________________ 24 SECTION 2. ELIGIBILITY. 24 SECTION 3. ACCRUAL. 24 SECTION 4. ACCUMULATION. 24 SECTION 5. USE. 24 SECTION 6. DEPLETION OF SICK LEAVE BENEFITS. 25 SECTION 7. FORFEITURE UPON TERMINATION. 25 SECTION 8. PAYMENT FOR ACCUMULATED SICK LEAVE. 25 SECTION 9. PERSONAL BUSINESS LEAVE CHARGEABLE TO SICK LEA YE. 25 SECTION 10. RETURN TO WORK OR CONTINUE WORK WITH LIMITED DUTY. 25 ARTICLE XXIX -SUBPOENAS _____________________ 26 ARTICLE XXX -WORKERS' COMPENSATION 26 SECTION 1. STATUS REpORTING WHILE ON DISABILITY. __________________ 26 ARTICLE XXXI-PHYSICAL FITNESS MEDICAL EXAMINATIONS __________ 26 ARTICLE XXXII-LEAVES OF ABSENCE WITHOUT PAY 26 SECTION 1. DISABILITY. ____________________________ 26 SECTION 2. OTHER LEAVES. 26 SECTION 3. ACCRUED VACATION CREDITS. 26 SECTION 4. ApPROVAL OF DEPARTMENT HEAD. 27 SECTION 5. ApPROVAL BY CITY MANAGER. 27 SECTION 6. ABSENCE WITHOUT LEAVE. 27 SECTION 7. LEAVE OF ABSENCE; DEATH OUTSIDE THE IMMEDIATE FAMILY. 27 SECTION 8. MILITARY LEAVE OF ABSENCE. 27 ARTICLE XXXIII-LEAVES OF ABSENCE WITH PAY ______________ 27 SECTION 1. CITY MANAGER GRANTED LEAVES. ____________________ 27 SECTION 2. COUNCIL GRANTED LEAVE. 27 SECTION 3. EMPLOYEE'S TIME OFF TO VOTE. 27 SECTION 4. LEAVES OF ABSENCE; DEATH IN IMMEDIATE FAMILY. 27 4 SECTION 5. JURY DUTY; LEAVE OF ABSENCE. ____________________ 28 ARTICLE XXXIV -VOLUNTEER LEAVE PROGRAM 28 ARTICLE XXXV-TUITION REIMBURSEMENT 29 SECTION 1. OPTIONs. ___________________________ 29 ARTICLE XXXVI -PER DIEM TRAVEL EXPENSES _______________ 29 SECTION 1. CITYBuSINEss. _________________________ 29 ARTICLE XXXVII -HOUSE FUND ITEMS __________________ 30 SECTION 1. STATION HOUSE FUND. ::-______________________ 30 SECTION 2. NON-FoOD HOUSE ITEMS 30 ARTICLE XXXVIII-PARKING ______________________ 30 SECTION 1. ENTITLEMENTS. _________________________ 30 ARTICLE XXXIX-GRIEVANCES _____________________ 30 ARTICLE XL-SAFETY COMMITTEE 32 SECTION 1. COMMITTEE __________________________ 32 ARTICLE XLI-MISCELLANEOUS ____________________ 32 SECTION 1. T-SHIRTS. ===-=-::-:-:-:-===--__________________ 32 SECTION 2. REMOVAL OF DISCIPLINARY ACTIONS. 33 ARTICLE XLII -FULL UNDERSTANDING _~ ________________ 33 SECTION 1. FULL AND ENTIRE UNDERSTANDING. 33 SECTION 2. FAIR LABOR STANDARDS ACT. ____________________ 33 SECTION 3. SEVERABILITY. 33 SECTION 4. GOOD FAITH. 33 SECTION 5. MERIT SYSTEM RULES AND REGULATIONS. 33 SECTION 6. STATION CONSOLIDATION OR RELOCATION. 33 SECTION 7. MEET AND CONFER. 34 ARTICLE XLII -DURATION ________ ---.,. _____________ 34 5 MEMORANDUM OF AGREEMENT CITY OF PALO ALTO and LOCAL 1319, I.A.F.F. July 1, 2010 -June 30, 2014 PREAMBLE This Memorandum of Agreement between the City of Palo Alto, hereinafter referred to as the "City", and Local 1319, International Association of Fire Fighters, hereinafter referred as the "Union", has been prepared and entered into in accordance with Title I, Division 4, Chapter 10, Sections 3500-3510 of the California Government Code and Chapter 12 of the CitY,of Palo Alto Merit System Ru!es and Regulations. ARTICLE I -RECOGNITION Section 1. Recognition. The City recognizes the Union as the exclusive representative of an employee group consisting solely of the classifications of Fire Apparatus Operator, Fire Fighter, Fire Captain, Fire Captain (forty-hour assignment), Fire Inspector, Hazardous Materials Specialist, and Hazmat Inspector, who are regularly employed by the City and others as amended into the representation unit from time to time under existing law and the Merit System Rules and Regulations. ARTICLE 11-NO DISCRIMINATION Section 1. No Discrimination. The Union and the City hereby agree that there shall be no discrimination because of race, color, age, handicap, sex, national origin, sexual orientation, political or religious affiliation under this Agreement. There shall be no discrimination in employment conditions or treatment of employees on the basis of membership or non-membership in the Union, or participation in the lawful activities of the Union. Section 2. Free Choice. The Union and the City hereby agree to protect the rights of all employees to exercise their free choice to join the Union and to abide by the express provisions of applicable State and local laws. Section 3. Human Relations Committee. A Human Relations Committee will include up to five members appointed by the Union executive board and at least two members of management with representation from the Fire and Human Resources Departments. The committee may make recommendations to management regarding recruitment outreach, equal employment opportunity and career development programs. 6 1 ARTICLE III -PAYROLL DEDUCTIONS -AGENCY SHOP Section 1. Payroll Deductions and Written Authorization. The City shall deduct Union membership dues and pay other mutually agreed upon payroll deduction from the bi-weekly pay of member employees. The dues deduction must be authorized in writing by the employee on an authorization card acceptable to the City and the Union. The City shall remit the deducted dues to the Union as soon as possible after deduction. All Union members on payroll deduction for payment of Union dues as of 5:00 p.m. on the tenth day following signing of this Memorandum of Agreement must remain on payroll deduction for the life of the Memorandum of Agreement, or so long as they remain members of the representation unit. Union members who establish dues payroll deduction during the term of the Memorandum of Agreement must remain on payroll deduction for the life of the Memorandum of Understanding, or so long as they remain members of the representation unit. Union members on dues payroll deduction may declare their intention to terminate such payroll deduction following expiration of this Memorandum of Agreement during the thirty-day period between sixty and ninety days prior to expiration of the Memorandum of Agreement. Section 2. Agency Shop. Pursuant to legislation enacted by SB 739 and amendment to the Meyers-Milias-Brown Act, the City and the Union agree to abide by the following provisions as they relate to an agency shop and an agency shop election. 1. Agency Shop as defined under Meyers-Milias Brown means "an arrangement that requires an employee, as a condition of continued employment, either to join the recognized employee organization, or to pay the organization a service fee in an amount not to exceed the standard initiation fee, periodic dues, and general assessments of the organization." The City and the Union agree that an agency shop arrangement between the City and the Union shall be placed in effect upon ratification of this agreement. 2. Any employee who is a member of a bona fide religion, body, or sect that has historically held conscientious objections to joining or financially supporting public employee organizations shall not be required to join or financially support any public employee organization as a condition of employment. The employee may be required, in lieu of periodic dues, initiation fees, or agency fees, to pay sums equal to the dues, initiation fees, or agency fees to a nonreligious, nonlabor charitable fund exempt from taxation under Section 501(c)(3) of the Internal Revenue Code, chosen by the employee from a list of at least three organizations, or if the memorandum of understanding between the City and the Union fails to designate the funds, then to any such fund chosen by the employee. Proof of the payments shall be made on a monthly basis to the City as a condition of continued exemption from the requirement of financial support to the Union. 7 I 3. Covered employees shall execute written authorization for either Union dues deductions, the agency fee, or, if eligible, the charitable contribution. In the absence of a written authorization the City shall deduct the agency fee from the employees' paycheck. 4. If implemented, an agency shop provision may be rescinded by a majority vote of all the employees in the unit covered by the Memorandum of Understanding pursuant to the Meyers-Milias-Brown Act. 5. 6. The Union shall keep an adequate itemized record of its financial transactions and shall make available annually, to the City and to the employees who are members of the organization, within 60 days after the end of its fiscal year, a detailed written financial report thereof in the form of a balance sheet and an opening statement, certified as to accuracy by its president and treasurer or corresponding principal officer, or a certified public accountant. The Union shall indemnify and hold the City harmless against any liability arising from any claims, demands, or other action relating to the City's compliance with the agency shop obligation. The Union shall comply with all statutory and legal requirements with respect to Agency Shop. ARTICLE IV • UNION ACTIVITIES Section 1. On·Dutv Time. Local 1319 officers may use a reasonable amount of on- duty time to attend to Union business specifically related to representation of employees so long as: a. Staffing is available b. Operations are not interrupted c. Advance approval is obtained from the Battalion Chief or Operations Chief Section 2. Interoffice Mail, Bulletin Boards, and E·Maii. The Union shall have access to interoffice mail and existing bulletin boards in unit employee work areas for the purpose of posting, transmitting, or distributing notice or announcements including notices of social events, recreational events, Union membership meetings, result of elections and reports of minutes of Union meetings. Any other material must have prior approval of the Operations Chief or Fire Chief. Action on approval will be taken within 24 hours of submission. The Union may send e-mail messages only for the purposes set forth above. The I.T. Division will maintain the IAFF list. The Union access to e-mail is based on the following conditions: a. E-Mails to the IAFF list will be copied to the Fire Chief or Operations Chief at distribution. 8 b. E-Mails to the IAFF list will only be sent by the Executive Board Members. Section 3. Use of Meeting Places. The Union shall have the right to reserve City meeting and conference rooms for use during non-working hours or as subject to Battalion Chief approval. Such meeting places will be made available in conformity with City regulations and subject to the limitations of prior commitment. ARTICLE V -NO STRIKES Section 1. No Strikes. The Union, its representatives, or members, shall not engage in or cause, instigate, encourage, sanction, or condone a strike, withholding of services, leave of absence abuse, work stoppage or work slowdown of any kind against the City of Palo Alto or its citizens by employees covered under this Agreement. No employee shall refuse to cross any picket line in the conduct of Fire Department business, nor shall the Union, its representatives or members discriminate in any way toward anyone who refuses to participate in a strike, or any of the job actions cited above. ARTICLE VI -PROBATIONARY PERIOD Section 1. Tentative and Subject to Probationary Period. All original appointments to regular or part-time municipal service positions shall be tentative and subject to a probationary period, fixed by the appointing authority at the time of appointment, or sixteen (16) months. Section 2. Part of Testing Process. The probationary period shall be regarded as part of the testing process and shall be utilized for closely observing all aspects of the employee's qualifications, for ensuring the effective adjustment of a new employee to the position and for rejecting any probationary employee who, in the opinion of management, is not suitable to attain permanent status. Section 3. Suspension or Termination. During the probationary period a new employee may be suspended or terminated at any time by the appointing authority without cause and without right of appeal or to submit a grievance. Said employee shall not have the right to proceed to arbitration on the issue of arbitrability or on the issue of its constitutional or discovery rights, nor those of any employee by reason of the foregoing. The Union shall not be a party to any lawsuit relating to the termination of a probationary employee. ARTICLE VII -SALARY PROVISIONS Section 1. Base Wage Rates. a. The base wage rates of bargaining unit classifications will be as set forth in Appendix A of this MOA. 9 b. Effective with the pay period beginning October 22, 2011 wages for all bargaining unit classifications will be reduced by 9% to reflect the change described in Article XXIII Retirement Benefits, Section 2A Employer Paid Member Contribution (EPMC). c. Effective with the pay period including June 30, 2014 a two (2) percent cost of living increase will be applied to the salary ranges of all represented classes. Section 2. Out-of-Class Compensation. All represented employees who are assigned work in a higher classification for longer than four (4) continuous hours will be compensated at a higher pay rate for all hours worked during the out-of-class assignment. This provision applies as follows: Fire Fighter, Apparatus Operator, Captain or Inspector working in a higher classification: Step to step. Representation unit classification working as a Battalion Chief, 10% above 5th-Step Captain, but not to exceed 93% of Battalion Chief control point. Representation unit classification working in any other management position, within the range of the management position. Section 3. Pay for Court Appearance. Sworn Fire personnel appearing in court for the People shall be compensated as follows: Period a. Appearance on scheduled day off b. Any or all court time during scheduled shift c. Appearance on scheduled work day but not during scheduled shift Rate Time and one-half at 40-hou r rate Straight time during shift at 56-hour rate Time and one-half at 40-hour rate Minimum 4 hours None 2 hours (2 hour minimum, may not run into shift time) The employee shall remit all fees received for such appearances to the City within thirty days from the termination of his/her services. Compensation for mileage or subsistence allowance shall not be considered as a fee and shall be retained by the employee. Section 4. Classifications. The Haz Mat Inspector position will be paid at the same level as the Fire Inspector (603).· One Fire Captain position will be assigned to a Fire Captain (Forty-hour Assignment) with the pay set at 5% above the Fire Captain. 10 I j , ARTICLE VIII-PAY DIFFERENTIALS Section 1. Paramedic Differential. Paramedics who have completed the required training and have been accredited in accordance with the program and possess their paramedic license, will receive a 12.5% differential in addition to their base salary effective beginning with the date of assignment to rotational Paramedic duty. The Paramedic salary differential will terminate with the cessation of assignment to rotational Paramedic duty, except that paramedics with six or more years of Palo Alto Paramedic service will be Y-rated upon cessation of assignment. For purposes of this section, "Y- rated" means that the employee's wage rate including the Paramedic premium is frozen until the rate the employee would have earned without the Paramedic premium equals the employee's frozen rate. Section 2. Haz Mat Differential. Effective beginning with the pay period including July 1, 1990, a maximum of nine positions who are primarily assigned to rescue and who are Haz Mat trained and certified will receive a 5% differential in addition to their base salary. This differential does not apply to minimum staffing replacements. Section 3. EMT Differential. Represented classifications, who maintain EMT certification will receive a 3% differential in addition to their base salary. The EMT differential includes compensation for EMT paramedic support. EMT certification for all suppression personnel is mandatory. Section 4. Fire Inspector Differential. Fire inspector personnel including Haz Mat inspectors and Haz Mat specialists who have been trained as fire investigators and who are regularly assigned to fire investigation duties by the Chief shall be compensated with premium pay in the amount of $500 per month. The Chief reserves the right to determine who is regularly assigned to such duties. ARTICLE IX -HOLIDAYS Section 1. Named Holidays. The following holidays are recognized as municipal holidays for pay purposes, and regular, employees shall have these days off with pay, except as otherwise provided in these rules: January 1 Third Monday in January Third Monday in February Last Monday in May July 4h First Monday in September Second Monday in October Veterans' Day, November 11 Thanksgiving Day Day after Thanksgiving Day December 25 Either December 24, or December 31 as provided below 11 i I 149.5 hours is the total amount of holiday hours paid annually to an employee divided by 26 payroll periods which equals 5.75. Shift personnel shall receive pay in lieu of taking paid leave for accrued holidays. Such paid hours are in addition to the normal biweekly base pay. Shift personnel will accumulate a biweekly amount of 5.75 hours. Hours are prorated and accrued based on hours actually worked. If employees elect to be paid for these hours at any time before the scheduled payoff, they must make sure they have sufficient hours in their Holiday account and record the hours on their timecard in the total columns of the timecard only. Accrued Holiday balances will be automatically paid off in the months of June and December. Section 2. Conditions. a. Personnel assigned to a 40-hour work schedule will receive paid holidays in accordance with Sections 517 and 518 of the Merit System Rules and Regulations. b. Personnel assigned to a 40-hour work schedule will receive floating days off with pay in each of the following months: August, September, March, April, and June. The following conditions will hold: (1) Management will designate the schedule of the paid day off under this section at least thirty days in advance. (2) If, in conformance with this section, Management is unable to schedule a day off in the month indicated for reasons of shift operations, work scheduling or any other reason, the day will be added to the employee's vacation accrual. (3) If an employee fails to take a day off as scheduled by Management under this section, the day off so scheduled will be forfeited. ARTICLE X -OVERTIME COMPENSATION Section 1. Compensation. Shift personnel assigned to overtime relief duty in addition to their regular 56-hour shift schedule shall receive overtime compensation at a rate of one and one-half times the employee's basic 56-hour rate, or out-of-class rate if such applies, for all hours of the relief duty shift. Required off-duty training will be compensated at the rate of one and one-half times the basic 40-hour rate or as otherwise agreed. Emergency callback will be compensated at a rate of one and one- half times the basic 40-hour rate to a maximum of 8 hours, and at a rate of one and one-half times the basic 56-hour rate for those hours in excess of 8 hours. Overtime duty assignments will first be made from the voluntary overtime list. If such aSSignments cannot be filled from the voluntary overtime list, the vacant position will be 12 1 filled by moving up on-shift personnel through out-of class assignment. Any remaining vacancy will then be filled. by overtime duty assignment made in reverse order of hire date seniority according to specialty and qualifications required to be assigned. The overtime duty assignment seniority list will be adjusted to clear record of assignments semi-annually on April 30 and October 31. ARTICLE XI -APPARATUS STAFFING Engine, truck and combination rescue ccmpanies shall be deployed for emergency services purposes at the level of one Fire Captain, one Fire Apparatus Operator and one Fire Fighter. Paramedic ambulance staffing shall be two personnel; the City will dispatch personnel on Emergency Medical Service calls such that a minimum of 2 licensed paramedics respond. The Foothill Fire Station #8, when activated by the Fire Chief, shall be staffed with a minimum of one Fire Apparatus Operator and one Fire Fighter. ARTICLE xrr -FIRE DEPARTMENT PROGRAMS Section 1. Programs. The Union agrees to ccntinue its cooperation and participation in existing weather station and community blood pressure screening and measurement programs. ARTICLE XIII -WORK ASSIGNMENTS AND TRANSFERS It is the intent of the Palo Alto Fire Administration and Local 1319 that work assignments and transfers will reflect the best interests of the Fire Department and the City. The Fire Department will maintain a constant state of readiness to defend against fire and other disasters. It is therefore imperative that all Fire Department divisions assign personnel in the best manner to respond to the needs of the City and the Department. It is also acknowledged that the Fire Chief is responsible to make and/or approve the work assignments or transfers of Fire Department personnel. The Fire Chief or designee will maintain a two-year station and shift assignment, seniority-based bid system ccvering the following classifications within Fire Operations on a rotational basis: Fire Captain, Apparatus Operator and Fire Fighter. The Fire Chief, or his designee, shall initiate personnel assignments and transfers to balance platoon or division strength, fill permanent or temporary vacancies and provide required training to individual personnel. Such assignments will be based on seniority, except where career development, training, special assignments, skills and documented performance issues are speCifically identified in writing, management may make assignments based on such issues. For purposes of this article, seniority shall be computed from the date of entry into the current classification. 13 Section 1. Shipouts. When possible, least senior Fire Fighters will be given short term or shipout relief duty. In order to maintain training continuity, shipouts of probationary personnel will not be permitted during the first three-month training cycle. Probationary fire fighters will be assigned to Stations 1, 2, 3, 4, 5, or a during their probationary period, filling vacancies first, when possible. Upon completion of the first three-month training cycle, the probationary fire fighter will be eligible for short term or shipout relief duty. If after completion of the first three-month training cycle, a probationary employee fails any monthly testing process, or is the subject of identified training needs, the probationary employee will be removed from short term or shipout relief duty for a aO-day period .. Section 2. Vacation Relief Positions. In order that platoon strengths can be balanced more quickly and to reduce the need for excess overtime, two positions will be designated for vacation relief. These positions will be the lowest two on the Department seniority list who have completed their probationary period. . a. The vacation relief persons will be assigned to one station when not on relief assignment. b. Relief assignment can be made to any Station or shift where a shortage of personnel will cause unnecessary overtime. c. Shortages may be caused by vacation, sick leave, disability or any leave of absence that causes a shift to be short of personnel while another has a surplus. d. Shift transfers will be made so as not to cause the relief person to work more than the prescribed number of hours in the prescribed period. e. Relief assignments will be made and hours will be coordinated by the Battalion Chiefs office. Section 3. Transfer Requests. Non-probationary fire personnel may submit transfer requests to their immediate supervisor to be forwarded to the appropriate chief officer. Providing that Departmental needs are satisfied, such transfers will be administered using first a mutually agreeable exchange, secondly seniority. The transfer requests shall remain on file during the year and may be granted when a vacancy occurs, providing the requesting employee possesses the experience and performance ability required to fill the vacancy. Section 4. Special Assignments. Management reserves the right to assign personnel to career development opportunities, special projects, seminars, programs and selected educational and/or training courses, based on Fire Department needs and the performance of the employee. . 14 Section 5. Continuous Hourly Service. Continuous hours of service in excess of 72 hours are subject to approval by the Fire Chief or designee. Approval may be granted when an employee has not been engaged ina greater than usual level of activity or is not fatigued. ARTICLE XIV -TRAINING COORDINATION Section 1. Coordination. Three shift employees per platoon may be assigned to assist the Training Officer in the coordination, preparation and scheduling of the training program. It is agreed that volunteers will first be sought for such assignment, and further agreed that the details of this section shall be established by mutual agreement between the Fire Chief and the Union. ARTICLE XV -PARAMEDIC ASSIGNMENT Section 1. Limit of Eligibility. The City reserves the right to limit eligibility for the Paramedic Program to the Fire Fighter classification. The City may, at its discretion, add other classifications within the represented bargaining unit to meet the need of program changes. Differentials for other classifications will be as provided in Article VIII, Section 1. Section 2. Additional Candidate Training. As the Program progresses, Management will assess the need for training additional Paramedic candidates. It is Management's intention to provide for such additional training as necessary for Program continuity. Section 3. Incentives. Paramedics will receive a one-time cash payment of $500 for each biennial recertification. This provision applies only to active incumbents of authorized paramedic positions who remain in the paramedic assignment for at least one additional year after recertification. The one year requirement after recertification does not apply to ihose paramedics who may leave the program because of work- related injury or illness, or promotion, nor does it apply when a paramedic is asked by management to recertify in order to voluntarily extend their paramedic service to meet special departmental needs for a period of less than one year. Section 4. Proctoring. Paramedic proctoring assignments will be made by the Chief from among qualified volunteers. Payment of $600 will be made to the primary proctoring paramedic at the conclusion of each proctoring assignment. The Chief or his or her designee will maintain a list of qualified proctors from among volunteers. Personnel will be selected by the Fire Chief or his or her designee from the list to serve as paramedic proctors. If a conflict arises between the City and the Union regarding the Proctor Program, either side may suspend the program at the annual renewal period and shall remain suspended until a resolution or agreement is reached. 15 ARTICLE XVI -FIRE FIGHTER APPRENTICE PROGRAM Section 1. Implementation. The Union agrees to assist the City in the implementation of an apprentice, training and affirmative action program. Trainees under such programs shall be provided with all benefits, including retirement benefits, of other fire fighters except salary. Section 2. Beginning Fire Fighting Suppression Work. Employees hired under the apprentice training program may begin fire fighting suppression work after they have reached the Trainee II level. . Section 3. Testing Process. Local 1319 shall be represented and entitled to participate in all stages of the testing process, and representatives from Local 1319 shall make recommendations to the department concerning the qualifications of any apprentice. ARTICLE XVII -PROMOTION Section 1. Promotion Step Level. All regular promotions from classifications within the representation unit to the classification of Fire Captain will be made at the fifth step on the salary range. Section 2. Promotion Process Information. For promotions to positions within the representation unit, promotion process information will be available in the Human Resources Department office at the time of posting. Information will include applications, minimum qualifications, study material reference information, if appropriate, and information on passing scores. Any changes in an established testing process must be submitted in writing to the Union for review and input no fewer than 60 days prior to the beginning of the process. ARTICLE XVIII· REDUCTION IN FORCE Section 1. Order of Reduction. If the work force is reduced (reduction in force) within a represented classification, unit employees having the shortest length of service with the Fire Department will be laid off fjrst so long as employees retained are fully qualified, trained and capable of performing remaining work. ARTICLE XIX· SELECTIVE CALL BACK WITH REGARD TO RESIDENCY Section 1. In Case of Emergency Management may use selective call back with regard to residency in cases of emergency. 16 I ~ I ARTICLE XX -HEALTH BENEFITS Section 1. Maintenance of Levels Except as otherwise set forth herein, the City will maintain the present level of benefits on all City-sponsored medical programs. Section 2. Vision Care. The City offers vision care coverage for employees and dependents. Coverage is equivalent to $20 Deductible Plan A under the Vision Service Plan, with monthly premiums paid by the employer. Dependents include domestic partners, as defined under Article XX Section 3(b). Section 3. PEMHCA Health Plan. a. ACTIVE EMPLOYEES: Benefits will be provided in accordance with provisions of the PEMHCA Health Plans. If PERS changes the plans it offers, the City and the Union will meet and confer over the City continuing to provide an equivalent benefit at an equivalent cost. Effective October 22, 2011 the City and employees in this Unit will share medical premium costs as shown in the table below, with the City paying 90% of the monthly medical premium for the employee-selected PEMHCA optional plan. not to exceed a total of 90% of the monthly premium for the second most expensive plan among the existing array of plans. If an employee selects the most expensive plan, the City will pay up to 90% of the 2nd most expensive plan premium and the employee will pay the balance. Number of Monthly Employee Parties Contribution Monthly City Contribution Covered Eligible Employee 10% of monthly premium 90% of monthly premium for ActiVe Only for plan selected by plan selected by employee Employees Not to exceed 90% of the second employee most expensive plan premium Employee 10% of monthly premium 90% of the monthly premium for Plus One for plan plan selected by employee selected by employee Not to exceed 90% of the second most exoensive Dian oremium Employee Plus 10% of monthly premium 90% of monthly premium for Two or More for plan plan selected by employee Not to exceed 90% of the second selected by employee most ex~nsive Illan Ilremium 17 .1 I 1 b. Active employee domestic partners whose domestic partnership is registered with the State of California will be eligible for medical benefits under this section. Active employee domestic partners whose domestic partnership is not registered with the State but who meet the requirements of the City of Palo Alto Declaration of Domestic Partnership, and are registered with the Human Resources Department, will be eligible for reimbursement of the actual monthly premium cost of an individual health plan, not to exceed 90% of the average monthly premium cost of individual coverage under the PEMHCA health plans. Evidence of premium payment will be required with request for reimbursement. c. Alternate Medical Benefit Program. If a regular employee and/or the employee's dependent(s) are eligible for and enrolled in medical insurance through another employer-sponsored or association medical plan, the employee may opt for alternative medical insurance coverage through the other employer-sponsored or association plan and waives his/her right to the City of Palo Alto's medical insurance coverage for same individuals. Employees electing alternative coverage and no City coverage will receive cash payments of approximately half of the "averaged monthly City contribution toward premiums" for their medical insurance coverage. "Averaged monthly premiums" are the average of the Kaiser HMO, Blue Shield HMO and PERS Choice PPO premiums for the employee's City medical coverage available through the Public Employee Retirement System (PERS). The monthly rates for 2011 are as follows: One party: Two party: Family: $301.32 $602.63 $783.42 The monthly rates for 2012 are as follows: One party: $284.36 Two party: $568.71 Family: $739.32 The Alternative Medical Benefit Program rates for subsequent years covered by this agreement will be determined when the California Public Employees Retirement System formally announces the health plan rates applicable for the year in which they are to apply. 18 ARTICLE XXI-DENTAL BENEFITS Section 1. Level of Benefits. The City will maintain the present level of benefits on the City-sponsored dental program. Maximum benefits per calendar year shall be $2,000. Section 2. Premiums. The City shall pay all premium payments or equivalent self- insured program charges on behalf of employees and dependents who are eligible and enrolled for coverage under the existing dental plan. Dependents will include domestic partners, as defined under Article XX, Section 3(b). Section 3. Orthodontia Benefit Maximum. The City will provide a 50% of reasonable charges, $2,000 lifetime maximum orthodontic benefit for representation unit employees and their dependents. ARTICLE XXII -LIFE INSURANCE Section 1. Premiums. The City currently pays the following amounts of premium on behalf of Fire personnel: Basic Life Insurance and Basic ADD (per $1,000 of coverage) Per Pay Period $.085 Per Month (Approx.) $ .185 The basic life insurance provided by the City shall equal the employee's base monthly salary multiplied by twelve. . ARTICLE XXIII -RETIREMENT BENEFITS Section 1. PERS Retirement Formula. The City will continue the present benefits under the Public Employees' Retirement System (PERS) "3 percent at 50 (3%@50)" formula for employees hired before the effective date of the "3 percent at 55" (3%@55) formula for new hires as described herein. The final year compensation for employees hired under the 3% at 50 formula will continue to be "Single highest year" or the highest average annual compensation earnable by the' member during one (1) year of employment immediately preceding retirement or the one-year period otherwise deSignated by the member (Government Code section 20042). Second Tier As soon as administratively possible after City Council adoption of this MOA, the City shall amend its contract with CalPERS to provide such employees hired on or after the effective date of the CalPERS amendment with the CalPERS retirement formula three percent of final salary at age 55 ("3%@55"), with the final salary determination for such employees of "3 highest consecutive years" based on the highest average annual 19 compensation earnable by the member during three (3) consecutive years of employment immediately preceding retirement or the three-year period otherwise designated by the member (Government Code section 20037). Section 2. Employer Paid Member Contribution (EPMC) . A. Effective with the second pay period in January 2010 the City ceased paying the 9% PERS member contribution and increased base wage rates by approximately 9% which employees used to pay the 9% PERS member contribution. B. Effective October 22, 2011 the wages for all classifications in the bargaining unit will be reduced by 9% (see Article VII Salary Provisions). Simultaneously, effective October 22, 2011, the City will begin paying on behalf of employees 2.5% of the 9% PERS member contribution. Such payments will be reported to PERS as special compensation, making the City's contribution "PERSable". C. Effective the pay period including July 1, 2012, the City will cease making employer- paid contributions toward the PERS Member Contribution and employees will pay the full 9% member contribution. Section 3. PERS Member Contribution. a. Effective October 22, 2011 employees shall pay six and one-half percent (6.5%) of the nine percent (9%) PERS Member Contribution. b. Effective with the pay period including July 1, 2012, employees shall pay the full nine percent (9%) PERS Member Contribution. c. When employees pay their PERS Member Contribution pursuant to section 3a and 3b above, the CitY will provide for member contributions to be made as allowed under provisions of IRS Code Section 414(h)(2). Section 4. Option 2 Death Benefit. The City provides the Pre-Retirement Option Settlement 2 Death Benefit. The Pre-Retirement Optional Settlement 2 Death Benefit provides the spouse of a deceased member, who was eligible to retire for service at the time of death, with an alternate option to the lump sum Basic Death Benefit whereby the surviving spouse can elect a monthly allowance equal to the amount the member would receive if he/she had retired from service on the date of death and elected Optional Settlement 2 (the highest monthly allowance a member can leave a spouse). Section 5. Military Service Credit. The City will provide. the Public Employees' Retirement System benefit known as "Section 20930.3, Military Service Credit as Public Service." 20 Section 6. 1959 Survivor Benefit. The City will continue to provide the basic level of 1959 PERS Survivor Benefit to eligible employees in accordance with Government Code section 21571. ARTICLE XXIV -RETIREMENT MEDICAL PLAN Section 1. Retiree medical coverage for Unit employees hired before January 1. 2004: Monthly City-paid premium contributions for a retiree-selected PEMHCA optional plan will be made in accordance with the Public Employees' Medical and Hospital Care Act Resolution for employees that retire on or before December 31, 2006. Effective January 1, 2007 for an employee retiring on or after that date the City will pay up to the monthly medical premium for the 2nd most expensive plan offered to IAFF employees among the existing array of plans. However, the City contribution for an employee hired before January 1, 2004 who retires on or after December 1, 2011 shall be the same contribution amount it makes for active City employees. Any employees who retire before November 30, 2011 shall not be required to pay any premium contribution effective December 1, 2011, excluding any required dependent contribution described below. For 2011 calendar year, the City's contribution toward dependent coverage is 90% of the difference between the "applicable "Employee and One Dependent" or "Family" maximum employer contribution for active fire personnel and the maximum employer contribution for "Employee Only" coverage. This contribution for dependents will increase annually by 5% of the difference between the single party premium and the two party or family premium, until such time as the premium of the affected dependent(s) is fully covered in calendar year 2013. Section 2. 20-Year Vesting for Retiree Medical Coverage for Unit Employees Hired After January 1. 2004: a) Twenty (20) year vesting in PERS system for the full retiree medical benefit specified in the preceding paragraph, including a minimum of five (5) years with the City of Palo Alto. Eligible employees to receive Fifty (50) percent of benefit after ten (10) years; each additional service credit year after Ten (10) years will increase employer credit by Five (5%) percent until Twenty (20) years is reached at which time employee is eligible for One Hundred (100%) percent and Ninety (90%) percent for dependents. Notwithstanding any other term of this section, the City of Palo Alto's health premium' contribution for eligible post January 1, 2004 hires shall not be less than the minimum contribution set by PERS under Government Code Section 22893 based on a weighted average of available health plan premiums. 21 ARTICLE XXV -DEPENDENT CARE ASSISTANCE PROGRAM (DCAP) Section 1. DCAP. The City will provide a dependent care assistance program for employees subject to the provisions of applicable law. The program will remain in effect subject to a reasonable minimum participation level and availability of third party administrative services at a reasonable cost. ARTICLE XXVI -VACATION ACCRUAL Section 1. Accrual Rate. All eligible fire suppression persons shall accrue vacation at the following rate for continuous service performed in a pay status. Non-shift representation unit employees shall accrue the 40-hour equivalent--one shift equals sixteen hours. a. For employees completing less than four years continuous service, the accrual rate shall be five duty shifts per year. b. For employees completing four but not more than nine years continuous service, the accrual rate shall be eight duty shifts per year. c. For employees completing nine but not more than 14 years continuous service, the accrual rate shall be 10 duty shifts per year. d. For employees completing 14 but lE~ss than 19 years continuous service, the accrual rate shall be 11 duty shifts per year. e. For employees completing 19 or more years continuous service, the accrual rate shall be 12 duty shifts per year. Section 2. Unused At Termination. Represented employees who fail to use all vacation as accrued may continue the accrual balance and be entitled to all accrued but unused vacation upon termination, except as limited below. Section 3. Limits. Vacation accrual balances shall be limited to three times the annual accrual rate. Accrual credit beyond this limit shall not be recognized or compensated, except that for employees of record as of January 1, 1984 who have vacation excess on a one-time basis shall be set aside (banked) to be subsequently used as vacation or paid at termination. No additions may be made to the bank. The bank is established only to facilitate changeover from unlimited to three times annual accrual rate limitation on vacation accrual as herein provided. 22 I ARTICLE XXVII· USE OF VACATION Section 1. Maximum Number of Slots. The maximum number of vacation scheduling slots for representation unit suppression employees is four (4) per platoon on a year- round basis. Section 2. Approvals. Vacation scheduling must be approved by the Battalion Chief or Fire Chief. The minimum is twelve (12) hours or more for suppression employees. Advance vacation schedules for suppression shall begin either at 8:00 a.m. or 8:00 p.m. Section 3. Vacation Pay. Vacation pay shall be made available in advance of regular pay day provided that employee requests such advance in writing to the Finance Department at least two weeks prior to his/her vacation date. The employee's supervisor must verify vacation date on the request. Section 4. Illness on Vacation. When an employee becomes ill while on vacation and such illness can be supported by a statement from an accredited phySician or the employee is hospitalized for any period, the employee shall have the period of illness charged against sick leave and not against vacation leave. Section 5. When to be Taken. The time at which an employee may use accrued vacation leave and the amount to be taken at anyone time shall be determined by the Chief with particular regard for the needs of the City, but insofar as possible, considering the wishes of the employee. Section 6. Limitation on Use. Employees may not use more than three times their annual rate of accrual in any calendar year period provided, however, that the Chief may grant exceptions to this limitation. Section 7. Waiting Period. Employees shall complete six months continuous service before using accrued vacation leave. Section 8. Double Compensation Prohibited. Employees shall not work for the City during their vacation. Section 9. Cash out Option. Once each calendar year an employee may cash out eight (8) or more hours of vacation accrual in excess of eighty (80) hours to a maximum of one hundred twenty (120) hours; PROVIDED, that the employee has taken eighty (80) hours of vacation off with pay in the previous twelve (12) months. 23 ARTICLE XXVIII -SICK LEAVE Section 1. Statement of Policy. Sick leave shall be allowed and used only in case of actual personal sickness or disability, medical or dental treatment, or as authorized in Section 9. Up to six (6) days (72 shift hours for suppression personnel) sick leave per year may be used for illness in the immediate family (wife, husband, child, parent, parent-in-law, brother, sister, registered domestic partner, or close relative residing in the household of the employee.) Section 2. Eligibilitv. Regular employees shall be eligible to accrue and use sick leave. Section 3. Accrual. Sick leave shall be accrued bi-weekly, provided the employee has been in a pay status for 50 percent or more of a bi-weekly pay period. Sick leave shall be accrued at the rate of six shifts per year. Section 4. Accumulation. Accumulated sick leave may be accrued without limit, except as provided in Section 8 below. Section 5. Use. Sick leave may be used as needed and approved, to the point of depletion, at which time the employee will no longer receive pay for sick leave. A new employee may, if necessary, use up to forty-eight (48) hours or shift equivalent of sick leave at any time during the first six months of employment. Any negative balances generated by such utilization will be charged against future accrual or deducted from final paycheck in the event of termination. An employee who has been disabled for 60 consecutive days and who is otherwise eligible both for payment under the long-term disability group insurance coverage and accrued sick leave benefits may, at his/her option, choose either to receive the long- term disability benefits or to utilize the remainder of his/her accrued sick leave prior to applying for long-term disability benefits. Sick leave will not be granted for illness occurring during any leave of absence other than sick leave, unless the employee can demonstrate that it was necessary to come under the care of a doctor while on such other leave of absence. When an employee finds it necessary to be absent for any reason, he/she should cause the facts to be reported to the department within 60 minutes prior to his/her regular starting time on the first working day of absence, and shall regularly report on, or account in advance for each work day thereafter unless hospitalized or otherwise indisposed. Such reports may be subject to written documentation. Sick leave shall not be granted unless such report or advance accounting has been made, provided, however, that the department head may grant exception to this policy where the circumstances warrant. 24 Section 6. Depletion of Sick Leave Benefits. Upon depletion of sick leave or the beginning of the period to be covered by payments under long-term disability group insurance coverage, whichever comes first, an employee may be granted a medical leave of absence without pay for a period not exceeding sixty days. If the employee is unable to return to work at the end of this period, he/she. must request further medical leave which will be subject to the approval of the City Manager. If further leave is granted, the employee must notify the City of intent to return to work every thirty days. If further leave is not granted, the employee's service with the City shall be considered terminated. Section 7. Forfeiture Upon Termination. Employees leaving the municipal service shall forfeit all accumulated sick leave, except as otherwise provided by law and Section 8. In the event that notice of resignation is given,sick leave may be used only through the day which was designated as the final day of work by such notice. Section 8. Payment for Accumulated Sick Leave. Eligible employees (those hired before December 31, 1983) who leave the municipal service in good standing, or who die while employed in good standing by the City, and who have fifteen or more years of continuous service, shall receive compensation for unused sick leave hours in a sum equal to two and one-half percent of their unused sick leave hours multiplied by their years of continuous service and their basic hourly rate of pay at termination. Full sick leave accrual will be paid in the event of termination due to disability. For new employees hired after December 31, 1983, sick leave accrual accumulation will be limited to 1,000 hours with no payoff provisions for unused balance at termination for any reason. Section 9. Personal Business Leave Chargeable to Sick Leave. It is agreed between the parties that all shift personnel represented by the Union shall have the right to charge up to forty-eight (48) hours personal business leave per year to sick leave, and that all non-shift personnel shall have the right to charge up to twenty (20) hours personal business leave per year to sick leave. Such personal business leave shall be allowed only on a staffing available basis and where the provisions of the minimum staffing agreement are not affected. "Staffing available" means at or above minimum staffing levels as defined in Article XII. Section 10. Return to Work or Continue Work With Limited Duty. In cases of non- work-related injury, illness or pregnancy an employee, upon approval of the Fire Chief and the City Safety Officer, may return to work or continue work with doctor-approved limited duty. Approval for such limited duty shall be based upon department ability to provide work consistent with medical limitations and the length of time of the limitations. Shift employees must be willing to accept any non-shift limited duty schedule work location and may be subject to the reasonable availability of limited duty assignments. The City doctor may be consulted in determining work limitations. 25 I ARTICLE XXIX -SUBPOENAS Employees required to answer subpoenas as a witness for the City of Palo Alto or for a plaintiff where the City of Palo Alto is a defendant shall not lose payor benefits for work time lost to answer depositions or to appear in court. ARTICLE XXX -WORKERS' COMPENSATION Section 1. Status Reporting While on Disability. Persons on disability will be required to appear or otherwise report at regular two-week intervals to the Fire Chief or designate to discuss his/her status of medical treatment therapy and physical condition. This section is not meant to unreasonably restrict employee's activities so long as such activities are cleared by the treating physician, treating program or altemative treatment program is maintained and employee is available for full or restricted duty as soon as medical clearance can be received. ARTICLE XXXI -PHYSICAL FITNESS MEDICAL EXAMINATIONS Physical fitness medical examinations for all represented employees may include chest x-rays every three years unless otherwise directed by a physician, eye examination and hearing examination. ARTICLE XXXII-LEAVES OF ABSENCE WITHOUT PAY Section 1. Disability. Leaves of absence without pay may be granted in cases of disability not covered by sick leave. Pregnancy will be considered as any other disability. Leaves of absence for disability are subject to physician's verification including diagnosis and medical work restriction. Section 2. Other Leaves. Leaves of absence without pay may be granted in cases of personal emergency or when such absences would not be contrary to the best interest of the City. Non-disability prenatal and/or postpartum leave is available under this provision, but such leave shall not begin more than six months prenatal nor extend more than six months postpartum. Section 3. Accrued Vacation Credits. During unpaid leaves of absence for disability or other reasons, the employee may elect to use accrued vacation credits. Requests for leaves without pay shall not be unreasonably denied. In order to avoid misunderstandings, all leaves without pay must be in writing to be effective. 26 I = Section 4. Approval of Department Head. Leave of absence without pay for one week or less may be granted by the department head, depending on the merit of the individual case. Section 5. Approval by City Manager. Leave of absence without pay in excess of one week's duration may be granted by the City Manager on the merit of the case, but such leave shall not exceed twelve months' duration. Section 6. Absence Without Leave. Unauthorized leave of absence shall be considered to be without pay, and reductions in the employee's pay shall be made accordingly. Unauthorized leave of absence may result intenmination of employment. Section 7. Leave of Absence; Death Outside the Immediate Family. Leave without pay may be granted a regular employee by his/her department head in the event of death to family members other than one of the immediate family, such leave to be granted in accordance with Section 2 and Section 4. Section 8. Military Leave of Absence. State law shall govern the granting of military leaves of absence and the rights of employees returning from such absence. ARTICLE XXXIII-LEAVES OF ABSENCE WITH PAY Section 1. City Manager Granted Leaves. The City Manager may grant a regular employee under his control a leave of absence with pay for a period not exceeding thirty calendar days for reasons he deems adequate and in the best interest of the City. Section 2. Council Granted Leave. The City Council may grant a regular employee a leave of absence with pay for a period not to exceed one year for reasons the Council considers adequate and in the best interest of the City. Section 3. Employee's Time Off to Vote. Time off with pay to vote at any general or direct primary election shall be granted as provided in the State of California Elections Code, and notice that an employee desires such time off shall be given in accordance with the provisions of said Code. Section 4. Leaves of Absence; Death in Immediate Family. Leave of absence with pay of one shift with provision for approval of one additional shift for travel outside the area may be granted an employee by the Chief in the event of death in the employee's immediate family, which is defined for purposes of this section as wife, husband, son, son-In-law, daughter, daughter-In-law, father, mother, brother, brother-in-law, sister, sister-in-law, mother-in-law, father-in-law, grandfather, grandfather-In-law, grandmother, grandmother-in-Iaw, uncle, aunt, registered domestic partner, or a close relative residing in the household of the employee. Such leave shall be at full pay and shall not be charged against the employee's accrued vacation or sick leave. Requests for leave in excess of two shifts shall be subject to the approval of the City Manager. 27 Section 5. Jury Duty; Leave of Absence. Employees required to report for jury duty shall be granted a leave of absence with pay from their assigned duties until released by the court, provided the employee remits to the City all fees received for such duties other than mileage or subsistence allowances within thirty days from the termination of his or her jury service. ARTICLE XXXIV -VOLUNTEER LEAVE PROGRAM The City of Palo Alto has established a Firefighter Voluntary Leave Program to provide members of Local 1319 International Association of Fire Fighters (IAFF) employees the opportunity to donate their accrued vacation time to assist fellow members of IAFF either due to: (a) an employee's own verifiable non-industrial catastrophic illness or injury (as defined herein) or (b) in order to care for a member of the employee's immediate family (spouse, child, parent or registered domestic partner suffering from a verifiable catastrophic illness or injury) and have exhausted or will presently exhaust all of their paid leave. In order to be eligible to receive donated leave, an employee must have a catastrophic illness or injury or an employee's immediate family member must have a catastrophic illness or injury that requires the employee to provide full-time care for this family member. Care will be taken to emphasize the voluntary nature of the plan and to insure confidentiality of employee participants and medical conditions (where applicable). A Firefighter Voluntary Leave Sharing Program has been established to accept donations of vacation in accordance with the Program's guidelines. All donations shall be: 1. Voluntary 2. Irrevocable 3. Confidential, unless disclosure is required by law 4. In whole hour increments of at least four (4) hours, with the hours donated being converted to donee hours based on the donee's salary rate (so that there will be no cost to the City due to salary differential). 5. The employee shall be required to exhaust all other types of leave to request donated leave 6. It is understood that employees seeking or receiving leave under this program will apply for long-term disability benefits for which they may be eligible 7. Where any of the period during which an employee receives donated leave is designated as family leave under the California Family Rights Act (CFRAlFamily Medical Leave Act (FMLA), the employee will be eligible for continuation of medical and other available benefits during that the family leave period (for up to 12 weeks), in accordance with the requirements of those laws. If the employee receiving donated leave is not eligible for CFRAlFMLA benefit continuation, or after the employee has exhausted the available CFRAlFMLA leave period, the employee will need to pay the premiums for continued medical and other 28 available benefits if the employee chooses to continue such coverages through the City 8. If the donation request is based on the need for an employee to care for an immediate family member, as defined above, the family member must require full-time care by the employee. Certification of this requirement by a health care professional is required 9. The maximum donated time a donee may receive is 12 months (if available). 10. Applications to donate leave or receive leave under this Program are made to the Human Resources Department 11, This is a pilot program and is subject to cancellation by either party IAFF members interested in donating leave or in applying to receive donated leave shall complete forms provided by the Human Resources Department. If an applicant for leave is found to meet the criteria set forth herein, Human Resources will determine the availability of and (as applicable) allocation of donated paid leave. Payroll will be notified in writing of the number of hours to be deducted from each donating employee's vacation balance and transferred to the donee employee(s). The City reserves the right to modify or terminate this program at any time. Catastrophic Illness or Injury ,(also referred to as "medical emergency" in Revenue Ruling 90-29 and Sections 801 (c) and 812 of the Merit Rules and Regulations): A non- occupational medical condition of an employee that will require the prolonged absence of the employee from duty and which will result in a substantial loss of income to the employee because the employee will have exhausted all paid leave available apart from the Voluntary Employee Leave sharing Program, Non-disability postpartum leave as referenced in Merit Rule 801 (b) shall not be considered a catastrophic illness or injury under this Policy. ARTICLE XXXV-TUITION REIMBURSEMENT Section 1. Options. Effective July 1. 2004 the tuition reimbursement program was amended to provide each employee the option of receiving the $1,000 as taxable cash or as a contribution to deferred compensation, The tuition reimbursement program will be eliminated effective July 1, 2012 with no further payouts starting in FY 12-13 and on-going. ARTICLE XXXVI -PER DIEM TRAVEL EXPENSES Section 1. City Business. Unless other mutually agreeable arrangements are made, representation unit employees who are required to travel away from the City on City business will receive travel expenses, according to City policies which are currently in effect. 29 ARTICLE XXXVII -HOUSE FUND ITEMS Section 1. Station House Fund. The station house fund per year. per shift employee shall be $48.00. Section 2. Non-Food House Items. The City agrees to furnish and maintain each fire station with non-food house fund items: TV purchase and repair, the San Jose Mercury News, and the San Francisco Chronicle to be selected on an annual basis. Kitchen cooking utensils, small kitchen appliances and other specific items to be determined by mutual agreement of the parties will be purchased from the station house fund. The Fire Fighters agree to maintain the voter registration program. ARTICLE XXXVIII -PARKING Section 1. Entitlements. Employees in represented classes assigned to Civic Center or adjacent work locations shall be entitled to free parking in the Civic Center Garage, or a commute incentive which will be subject to meet and confer. Employees hired after July 1. 1994. may initially receive a parking permit for another downtown lot. subject to availability of space at the Civic Center Garage. Light duty employees assigned to the Civic Center will receive Civic Center parking temporary permits for the duration of the light duty assignment. ARTICLE XXXIX-GRIEVANCES The City and the Union agree to establish a grievance procedure as follows: 1. Definition: A grievance is any complaint or dispute regarding the application of interpretation of this Memorandum of Understanding, rules. regulations, policies or procedures relating to wages, hours or other terms and conditions of employment. 2. Any non-probationary employee represented by the Union may file and process a grievance. Such aggrieved employees may be represented by the Union or may represent themselves in preparing and presenting their grievance at any level of review. The Union may file a grievance when a Union right not directly related to an individual employee becomes subject to dispute. 3. Any retroactivity on monetary grievances shall be limited to the date of occurrence, except in no case will retroactivity be granted prior to three months before the grievance was filed in writing. 4. Written grievances shall be submitted on forms provided by the City or on forms which are mutually agreeable to the City and the Union. The Union shall deliver a copy of a written grievance to the Human Resources Department Director on the 30 same date that it is first filed with another City representative under the provisions of the below grievance procedure. 5. The time limits specified in this section may be extended by mutual agreement in writing of the aggrieved employee or Union and the reviewer concerned. Should a decision not be rendered within a stipulated time limit, the aggrieved employee may immediately appeal to the next step. The grievance will be considered settled if the decision of any step is not appealed within the specified time limit. 6. If a grievance is related to a promotional process to positions within the representation unit, Step I shall be directed to the Deputy Fire Chief (or Fire Marshal for FPB positions). 7. Step I. The aggrieved employee will first attempt to resolve the grievance through informal discussions with the immediate supervisor by the end of the seventh calendar day following the discovery of the incident upon which the grievance is based. Every attempt will be made to settle the issue at this level. Step II. If the grievance is not resolved through informal discussion, it may be submitted. in writing to the Battalion Chief (Deputy Fire Chief for Captain grievances) within seven calendar days of the informal discussion. The Battalion Chief/Assistant Fire Chief will have seven calendar days from receipt of the grievance to review the matter and prepare a written response. If the grievance is denied, the response shall contain the reasons therefore. Step III. If the grievance is not resolved in Step II, it may be submitted in writing to the Fire Chief within seven calendar days of receipt of the Battalion Chiefs/ Deputy Fire Chiefs written response. The Fire Chief will have seven calendar days from receipt of the grievance to review the matter and prepare a written response. If the grievance is denied, the response shall contain the reasons therefore. Step IV. If the grievance is not resolved in Step III, the aggrieved employee may submit the grievance to the City Manager for final determination or to binding grievance arbitration. All Step IV appeals must be filed in writing at the Human Resources Department Office within seven working days of receipt of the Fire Chiefs response under Step III. All hearings before the City Manager shall be pursuant to the rules and regulations set forth in the City of Palo Alto Merit Rules and Regulations. Hearings before an arbitrator will be as set forth below. In the event the aggrieved employee decides to proceed to arbitration, he/she shall select jointly with the Director of Human Resources an arbitrator. If the parties are unable to agree on an arbitrator, they shall jointly request a panel of five qualified and experienced arbitrators from the State Conciliation Service. Upon receipt of the list of arbitrators, the names shall be alternately struck until one name remains who shall serve as arbitrator. The arbitrator shall be jointly contacted by the parties. 31 1 1 ~ J l I j 1 j The arbitrator shall have jurisdiction and authority only to interpret, apply, or determine compliance with the provisions of the Memorandum of Agreement and such Merit System rules, regulations, policies, procedures, City ordinances or regulations relating to terms or conditions of employment, wages or fringe benefits, as may hereafter be in effect in the City insofar as may be necessary to the determination of grievances appealed to the arbitrator. The arbitrator shall be without power to make any decision: a. Regarding matters of interest. b, Contrary to, or inconsistent with or modifying in any way, the terms of this Memorandum of Agreement. c. Granting any wage increases or decreases. d. Granting payor benefits for any period of time prior to the execution date of this Memorandum of Agreement. Where either party seeks arbitration and the other party claims the matter is not subject to the arbitration provisions of the Memorandum of Agreement, the issue of arbitrability shall first be decided by the arbitrator using the standards and criteria set forth in this Memorandum of Agreement. The arbitrator Shall be without authority to require the City to delegate or relinquish any powers which by State law or City Charter the City cannot delegate or relinquish. Copies of the arbitrator's decision shall be submitted to the City and the aggrieved employee. All direct costs emanating from the arbitration procedure shall . be shared equally by the City and the aggrieved employee or the Union. It is further agreed that the provisions of this section shall be incorporated as part of Chapter 11 of the City of Palo Alto Merit System Rules and Regulations, Existing procedures set forth in Chapter 11, to the extent they are inconsistent with the provisions contained herein, are superseded. ARTICLE XL· SAFETY COMMITTEE Section 1. Committee A Safety Committee comprised of four representation unit members appointed by the Union, and at least two members of Management, will continue to meet. The Committee may make safety recommendations to the Fire Chief regarding equipment, vehicles and apparatus arid may review all accidents involving represented personnel. Management shall inform the Safety Committee of all accidents involving injuries to represented personnel. ARTICLE XLI -MISCELLANEOUS Section 1. T ..shirts. The City will issue four T-shirts to each uniformed employee each July These T-shirts are for use on duty only and will be maintained by the employee. 32 Section 2. Removal of Disciplinary Actions. Records of disciplinary actions shall be removed from the personnel file of a representation unit employee upon written request by the employee after a period of three years, or sooner if mutually agreed by the Fire Chief and the employee. ARTICLE XLII -FULL UNDERSTANDING Section 1. Full and Entire Understanding. The Memorandum of Agreement contains the full and entire understanding of the parties regarding the matters set forth herein. Section 2. Fair Labor Standards Act Compensatory time off with Management approval may be used as an alternative to overtime compensation only within the 27- day work period within which the overtime is worked. Section 3. Severability. Should any of the provisions herein contained be rendered or declared invalid by reason of any existing State or Federal legislation or by reason of State or U.S. Supreme Court ruling, such invalidation of such part or portion of this Memorandum of Agreement shall not invalidate the remaining portions hereof, and they shall remain in full force and effect, insofar as such remaining portions are severable. Section 4. Good Faith. It is the intent of the parties that ordinances, resolutions, rules and regulations enacted pursuant to this Memorandum of Understanding be administered and observed in good faith. Section 5. Merit System Rules and Regulations. DUring the term of this Memorandum of Agreement, Management may propose certain changes in the City Merit System Rules and Regulations. With regard to such changes which pertain to the. representation unit, the parties agree to review, and upon request, meet and confer regarding the changes. Section 6. Station Consolidation or Relocation. During the term of this agreement, at management request, the parties agree to meet and confer with regard to issues pertaining to fire station consolidation or relocation. 33 Section 7. Meet and Confer. Nothing in this agreement shall preclude the parties from mutually agreeing to meet and confer on any subject within the scope of representation during the term of this agreement. ARTICLE XLII -DURATION This Memorandum of Agreement shall become effective upon adoption by the City Council for the period of July 1,2010 through June 30, 2014. EXECUTED: FOR: INTERNATIONAL ASSOCIATION OF FIRE FIGHTERS Looal1319 Mike Espeland, Operator Paramedic EMT 34 FOR: CITY OF PALO ALTO dra Blanch, "rim Human Resouroes DirL/~ Roger B m, Deputy, Chief of Fire Department Joe Sa Service Administrative Darrell Murray, Chief Spokesperson (I.E.D.A.) /g~~~ Maroie Scott, Acting Asst. Human Resources Director -Labor Relations - 1 MEMORANDUM OF AGREEMENT Between CITY OF PAL0 ALTO and LOCAL 1319, I.A.F.F. July 1, 200610 -June 30, 201014 . - 2 PREAMBLE ________________________________________________________________________6 ARTICLE I -RECOGNITION ___________________________________________________________6 SECTION 1.RECOGNITION.___________________________________________________________________6 ARTICLE II -NO DISCRIMINATION _____________________________________________________6 SECTION 1.NO DISCRIMINATION.______________________________________________________________6 SECTION 2. FREE CHOICE.___________________________________________________________6 SECTION 3. HUMAN RELATIONS COMMITTEE_____________________________________________________6 ARTICLE III -PAYROLL DEDUCTIONS –AGENCY SHOP___________________________________7 SECTION 1.PAYROLL DEDUCTIONS AND WRITTEN AUTHORIZATION.___________________________________7 SECTION 2. AGENCY SHOP.___________________________________________________________________7 ARTICLE IV -UNION ACTIVITIES_______________________________________________________8 SECTION 1.ON-DUTY TIME.__________________________________________________________________8 SECTION 2. INTEROFFICE MAIL,BULLETIN BOARDS,AND E-MAIL.____________________________________8 SECTION 3. USE OF MEETING PLACES.__________________________________________________________9 ARTICLE V -NO STRIKES ____________________________________________________________9 SECTION 1.NO STRIKES _____________________________________________________________________9 ARTICLE VI -PROBATIONARY PERIOD_________________________________________________9 SECTION 1.TENTATIVE AND SUBJECT TO PROBATIONARY PERIOD.____________________________________9 SECTION 2.PART OF TESTING PROCESS._________________________________________________________9 SECTION 3.SUSPENSION OR TERMINATION.______________________________________________________9 ARTICLE VII -SALARY PROVISIONS __________________________________________________10 SECTION 1. PERCENT INCREASES._____________________________________________________________10 SECTION 2. OUT-OF-CLASS COMPENSATION.____________________________________________________10 SECTION 3. PAY FOR COURT APPEARANCE._____________________________________________________11 SECTION 4.CLASSIFICATIONS._______________________________________________________________11 ARTICLE VIII -PAY DIFFERENTIALS __________________________________________________11 SECTION 1. PARAMEDIC DIFFERENTIAL.________________________________________________________11 SECTION 2. HAZ MAT DIFFERENTIAL._________________________________________________________11 SECTION 3.EMT DIFFERENTIAL._____________________________________________________________12 SECTION 4. FIRE INSPECTOR DIFFERENTIAL.____________________________________________________12 ARTICLE IX -HOLIDAYS ____________________________________________________________12 SECTION 1.NAMED HOLIDAYS._______________________________________________________________12 SECTION 2. CONDITIONS.___________________________________________________________________12 ARTICLE X -OVERTIME COMPENSATION______________________________________________13 SECTION 1. COMPENSATION.________________________________________________________________13 ARTICLE XI -MINIMUM STAFFING ____________________________________________________13 SECTION 1.MINIMUM STAFFING._____________________________________________________________13 ARTICLE XII -FIRE DEPARTMENT PROGRAMS _________________________________________14 SECTION 1. PROGRAMS.____________________________________________________________________14 ARTICLE XIII -WORK ASSIGNMENTS AND TRANSFERS _________________________________14 - 3 SECTION 1. SHIPOUTS._____________________________________________________________________15 SECTION 2. VACATION RELIEF POSITIONS.______________________________________________________15 SECTION 3. TRANSFER REQUESTS.____________________________________________________________15 SECTION 4. SPECIAL ASSIGNMENTS.___________________________________________________________16 SECTION 5. CONTINUOUS HOURLY SERVICE.____________________________________________________16 ARTICLE XIV -TRAINING COORDINATION _____________________________________________16 SECTION 1. COORDINATION._________________________________________________________________16 ARTICLE XV -PARAMEDIC ASSIGNMENT______________________________________________16 SECTION 1.LIMIT OF ELIGIBILITY.____________________________________________________________16 SECTION 2.ADDITIONAL CANDIDATE TRAINING._________________________________________________16 SECTION 3. INCENTIVES.____________________________________________________________________16 SECTION 4. PROCTORING.___________________________________________________________________17 ARTICLE XVI -FIRE FIGHTER APPRENTICE PROGRAM __________________________________17 SECTION 1. IMPLEMENTATION._______________________________________________________________17 SECTION 2. BEGINNING FIRE FIGHTING SUPPRESSION WORK._______________________________________17 SECTION 3. TESTING PROCESS._______________________________________________________________17 ARTICLE XVII -PROMOTION _________________________________________________________17 SECTION 1.PROMOTION STEP LEVEL.__________________________________________________________17 SECTION 2.PROMOTION PROCESS INFORMATION._________________________________________________17 ARTICLE XVIII -REDUCTION IN FORCE________________________________________________18 SECTION 1. ORDER OF REDUCTION.___________________________________________________________18 ARTICLE XIX -SELECTIVE CALL BACK WITH REGARD TO RESIDENCY ____________________18 SECTION 1.IN CASE OF EMERGENCY___________________________________________________________18 ARTICLE XX -HEALTH BENEFITS ____________________________________________________18 SECTION 1.MAINTENANCE OF LEVELS _________________________________________________________18 SECTION 2. VISION CARE.___________________________________________________________________18 SECTION 3. PEMHCA HEALTH PLAN._________________________________________________________18 NOT TO EXCEED THE SECOND MOST EXPENSIVE PLAN ________________________________19 NOT TO EXCEED THE SECOND MOST EXPENSIVE PLAN ________________________________19 ARTICLE XXI -DENTAL BENEFITS ____________________________________________________20 SECTION 1. LEVEL OF BENEFITS.____________________________________________________20 SECTION 2.PREMIUMS._____________________________________________________________________20 SECTION 3. LIFETIME MAXIMUM INCREASE.____________________________________________________20 ARTICLE XXII -LIFE INSURANCE _____________________________________________________21 SECTION 1.PREMIUMS._____________________________________________________________________21 ARTICLE XXIII -RETIREMENT BENEFITS ______________________________________________21 SECTION 1 EMPLOYEE PERS CONTRIBUTIONS.________________________ERROR!BOOKMARK NOT DEFINED. SECTION 2. MILITARY SERVICE CREDIT.____________________________ERROR!BOOKMARK NOT DEFINED. SECTION 3. PERS RETIREMENT FORMULA.__________________________ERROR!BOOKMARK NOT DEFINED. SECTION 4.OPTION 2 DEATH BENEFIT._________________________________________________________22 SECTION 5. EPMC._____________________________________________ERROR!BOOKMARK NOT DEFINED. SECTION 6. 1959 SURVIVOR BENEFIT._________________________________________________________22 ARTICLE XXIV -RETIREMENT MEDICAL PLAN _________________________________________22 - 4 SECTION 1.RETIREE MEDICAL COVERAGE FOR UNIT EMPLOYEES HIRED BEFORE JANUARY 1,2004:__________22 ARTICLE XXV -DEPENDENT CARE ASSISTANCE PROGRAM (DCAP)______________________23 SECTION 1.DCAP.________________________________________________________________________23 ARTICLE XXVI -VACATION ACCRUAL_________________________________________________24 SECTION 1. ACCRUAL RATE.________________________________________________________________24 SECTION 2.UNUSED AT TERMINATION.________________________________________________________24 SECTION 3. LIMITS.________________________________________________________________________24 ARTICLE XXVII -USE OF VACATION __________________________________________________24 SECTION 1. MAXIMUM NUMBER OF SLOTS._____________________________________________________24 SECTION 2.APPROVALS.____________________________________________________________________24 SECTION 3. VACATION PAY._________________________________________________________________24 SECTION 4. ILLNESS ON VACATION.___________________________________________________________25 SECTION 5. WHEN TO BE TAKEN._____________________________________________________________25 SECTION 6. LIMITATION ON USE._____________________________________________________________25 SECTION 7. WAITING PERIOD._______________________________________________________________25 SECTION 8. DOUBLE COMPENSATION PROHIBITED._______________________________________________25 SECTION 9. CASH OUT OPTION.______________________________________________________________25 ARTICLE XXVIII -SICK LEAVE________________________________________________________25 SECTION 1. STATEMENT OF POLICY.___________________________________________________________25 SECTION 2. ELIGIBILITY.____________________________________________________________________25 SECTION 3. ACCRUAL._____________________________________________________________________25 SECTION 4. ACCUMULATION.________________________________________________________________26 SECTION 5. USE.__________________________________________________________________________26 SECTION 6. DEPLETION OF SICK LEAVE BENEFITS.________________________________________________26 SECTION 7. FORFEITURE UPON TERMINATION.___________________________________________________26 SECTION 8. PAYMENT FOR ACCUMULATED SICK LEAVE.___________________________________________27 SECTION 9. PERSONAL BUSINESS LEAVE CHARGEABLE TO SICK LEAVE._______________________________27 SECTION 10. RETURN TO WORK OR CONTINUE WORK WITH LIMITED DUTY.___________________________27 SECTION 11. PILOT SICK LEAVE INCENTIVE BENEFIT._____________________________________________27 ARTICLE XXIX -SUBPOENAS ________________________________________________________31 ARTICLE XXX -WORKERS' COMPENSATION___________________________________________31 SECTION 1. STATUS REPORTING WHILE ON DISABILITY.___________________________________________31 ARTICLE XXXI -PHYSICAL FITNESS MEDICAL EXAMINATIONS ___________________________31 ARTICLE XXXII-LEAVES OF ABSENCE WITHOUT PAY___________________________________31 SECTION 1. DISABILITY.____________________________________________________________________31 SECTION 2. OTHER LEAVES._________________________________________________________________31 SECTION 3.ACCRUED VACATION CREDITS._____________________________________________________31 SECTION 4. APPROVAL OF DEPARTMENT HEAD.__________________________________________________32 SECTION 5. APPROVAL BY CITY MANAGER._____________________________________________________32 SECTION 6. ABSENCE WITHOUT LEAVE.________________________________________________________32 SECTION 7. LEAVE OF ABSENCE;DEATH OUTSIDE THE IMMEDIATE FAMILY.___________________________32 SECTION 8. MILITARY LEAVE OF ABSENCE._____________________________________________________32 ARTICLE XXXIII -LEAVES OF ABSENCE WITH PAY _____________________________________32 SECTION 1.CITY MANAGER GRANTED LEAVES.__________________________________________________32 SECTION 2. COUNCIL GRANTED LEAVE.________________________________________________________32 SECTION 3. EMPLOYEE'S TIME OFF TO VOTE.____________________________________________________32 SECTION 4. LEAVES OF ABSENCE;DEATH IN IMMEDIATE FAMILY.___________________________________32 - 5 SECTION 5. JURY DUTY;LEAVE OF ABSENCE.___________________________________________________33 ARTICLE XXXIV –VOLUNTEER LEAVE PROGRAM ______________________________________33 ARTICLE XXXV-TUITION REIMBURSEMENT ___________________________________________34 SECTION 1.OPTIONS._______________________________________________________________________34 ARTICLE XXXVI -PER DIEM TRAVEL EXPENSES _______________________________________35 SECTION 1.CITY BUSINESS._________________________________________________________________35 ARTICLE XXXVII -HOUSE FUND ITEMS________________________________________________35 SECTION 1. STATION HOUSE FUND.___________________________________________________________35 SECTION 2.NON-FOOD HOUSE ITEMS__________________________________________________________35 ARTICLE XXXVIII -PARKING _________________________________________________________35 SECTION 1.ENTITLEMENTS._________________________________________________________________35 ARTICLE XXXIX-GRIEVANCES _______________________________________________________35 ARTICLE XL-SAFETY COMMITTEE ___________________________________________________37 SECTION 1.COMMITTEE ____________________________________________________________________38 ARTICLE XLI –MISCELLANEOUS_____________________________________________________38 SECTION 1.T-SHIRTS.______________________________________________________________________38 SECTION 2.REMOVAL OF DISCIPLINARY ACTIONS.________________________________________________38 ARTICLE XLII -FULL UNDERSTANDING _______________________________________________38 SECTION 1. FULL AND ENTIRE UNDERSTANDING.______________________________________38 SECTION 2. FAIR LABOR STANDARDS ACT._____________________________________________________38 SECTION 3. SEVERABILITY.__________________________________________________________________38 SECTION 4. GOOD FAITH.___________________________________________________________________38 SECTION 5. MERIT SYSTEM RULES AND REGULATIONS.____________________________________________38 SECTION 6.STATION CONSOLIDATION OR RELOCATION.___________________________________________39 SECTION 7.MEET AND CONFER.______________________________________________________________39 ARTICLE XLII -DURATION___________________________________________________________39 - 6 MEMORANDUM OF AGREEMENT CITY OF PAL0 ALTO and LOCAL 1319, I.A.F.F. July 1, 20106 -June 30, 201024 . PREAMBLE This Memorandum of Agreement between the City of Palo Alto, hereinafter referred to as the "City", and Local 1319, International Association of Fire Fighters, hereinafter referred as the "Union", has been prepared and entered into in accordance with Title I, Division 4, Chapter 10, Sections 3500-3510 of the California Government Code and Chapter 12 of the City of Palo Alto Merit System Rules and Regulations. ARTICLE I -RECOGNITION Section 1.Recognition.The City recognizes the Union as the exclusive representative of an employee group consisting solely of the classifications of Fire Apparatus Operator, Fire Fighter, Fire Captain, Fire Captain (forty-hour assignment), Fire Inspector, Hazardous Materials Specialist, and Hazmat Inspector, who are regularly employed by the City and others as amended into the representation unit from time to time under existing law and the Merit System Rules and Regulations. ARTICLE II -NO DISCRIMINATION Section 1. No Discrimination.The Union and the City hereby agree that there shall be no discrimination because of race, color, age, handicap, sex, national origin, sexual orientation, political or religious affiliation under this Agreement. There shall be no discrimination in employment conditions or treatment of employees on the basis of membership or non-membership in the Union, or participation in the lawful activities of the Union. Section 2. Free Choice.The Union and the City hereby agree to protect the rights of all employees to exercise their free choice to join the Union and to abide by the express provisions of applicable State and local laws. Section 3. Human Relations Committee.A Human Relations Committee will include up to five members appointed by the Union executive board and at least two members of management with representation from the Fire and Human Resources Departments. - 7 The committee may make recommendations to management regarding recruitment outreach, equal employment opportunity and career development programs. ARTICLE III -PAYROLL DEDUCTIONS –AGENCY SHOP Section 1. Payroll Deductions and Written Authorization.The City shall deduct Union membership dues and pay other mutually agreed upon payroll deduction from the bi-weekly pay of member employees. The dues deduction must be authorized in writing by the employee on an authorization card acceptable to the City and the Union. The City shall remit the deducted dues to the Union as soon as possible after deduction. All Union members on payroll deduction for payment of Union dues as of 5:00 p.m. on the tenth day following signing of this Memorandum of Agreement must remain on payroll deduction for the life of the Memorandum of Agreement, or so long as they remain members of the representation unit. Union members who establish dues payroll deduction during the term of the Memorandum of Agreement must remain on payroll deduction for the life of the Memorandum of Understanding, or so long as they remain members of the representation unit. Union members on dues payroll deduction may declare their intention to terminate such payroll deduction following expiration of this Memorandum of Agreement during the thirty-day period between sixty and ninety days prior to expiration of the Memorandum of Agreement. Section 2. Agency Shop.Pursuant to legislation enacted by SB 739 and amendment to the Meyers-Milias-Brown Act, the City and the Union agree to abide by the following provisions as they relate to an agency shop and an agency shop election. 1. Agency Shop as defined under Meyers-Milias Brown means “an arrangement that requires an employee, as a condition of continued employment, either to join the recognized employee organization, or to pay the organization a service fee in an amount not to exceed the standard initiation fee, periodic dues, and general assessments of the organization.” The City and the Union agree that an agency shop arrangement between the City and the Union shall be placed in effect upon ratification of this agreement. 2. Any employee who is a member of a bona fide religion, body, or sect that has historically held conscientious objections to joining or financially supporting public employee organizations shall not be required to join or financially support any public employee organization as a condition of employment. The employee may be required, in lieu of periodic dues, initiation fees, or agency fees, to pay sums equal to the dues, initiation fees, or agency fees to a nonreligious, nonlabor charitable fund exempt from taxation under Section 501(c)(3) of the Internal Revenue Code, chosen by the employee from a list of at least three organizations, or if the memorandum of understanding between the City and the Union fails to designate the funds, then to any such fund chosen by the employee. Proof of the payments shall be made on a monthly basis to the City - 8 as a condition of continued exemption from the requirement of financial support to the Union. 3. Covered employees shall execute written authorization for either Union dues deductions, the agency fee, or, if eligible, the charitable contribution. In the absence of a written authorization the City shall deduct the agency fee from the employees’paycheck. 4. If implemented, an agency shop provision may be rescinded by a majority vote of all the employees in the unit covered by the Memorandum of Understanding pursuant to the Meyers-Milias-Brown Act. 5. The Union shall keep an adequate itemized record of its financial transactions and shall make available annually, to the City and to the employees who are members of the organization, within 60 days after the end of its fiscal year, a detailed written financial report thereof in the form of a balance sheet and an opening statement, certified as to accuracy by its president and treasurer or corresponding principal officer, or a certified public accountant. 6. The Union shall indemnify and hold the City harmless against any liability arising from any claims, demands, or other action relating to the City’s compliance with the agency shop obligation. The Union shall comply with all statutory and legal requirements with respect to Agency Shop. ARTICLE IV -UNION ACTIVITIES Section 1. On-Duty Time.Local 1319 officers may use a reasonable amount of on- duty time to attend to Union business specifically related to representation of employees so long as: a.Staffing is available b.Operations are not interrupted c.Advance approval is obtained from the Battalion Chief or Operations Chief Section 2. Interoffice Mail, Bulletin Boards, and E-Mail.The Union shall have access to interoffice mail and existing bulletin boards in unit employee work areas for the purpose of posting, transmitting, or distributing notice or announcements including notices of social events, recreational events, Union membership meetings, result of elections and reports of minutes of Union meetings. Any other material must have prior approval of the Operations Chief or Fire Chief. Action on approval will be taken within 24 hours of submission. - 9 The Union may send e-mail messages only for the purposes set forth above. The I.T. Division will maintain the IAFF list. The Union access to e-mail is based on the following conditions: 1)E-Mails to the IAFF list will be copied to the Fire Chief or Operations Chief at distribution. 2)E-Mails to the IAFF list will only be sent by the Executive Board Members. Section 3. Use of Meeting Places.The Union shall have the right to reserve City meeting and conference rooms for use during non-working hours or as subject to Battalion Chief approval. Such meeting places will be made available in conformity with City regulations and subject to the limitations of prior commitment. ARTICLE V -NO STRIKES Section 1. No Strikes.The Union, its representatives, or members, shall not engage in or cause, instigate, encourage, sanction, or condone a strike, withholding of services, leave of absence abuse, work stoppage or work slowdown of any kind against the City of Palo Alto or its citizens by employees covered under this Agreement. No employee shall refuse to cross any picket line in the conduct of Fire Department business, nor shall the Union, its representatives or members discriminate in any way toward anyone who refuses to participate in a strike, or any of the job actions cited above. ARTICLE VI -PROBATIONARY PERIOD Section 1. Tentative and Subject to Probationary Period.All original appointments to regular or part-time municipal service positions shall be tentative and subject to a probationary period, fixed by the appointing authority at the time of appointment, or sixteen (16) twelve months. Section 2. Part of Testing Process. The probationary period shall be regarded as part of the testing process and shall be utilized for closely observing all aspects of the employee's qualifications, for ensuring the effective adjustment of a new employee to the position and for rejecting any probationary employee who, in the opinion of management, is not suitable to attain permanent status. Section 3. Suspension or Termination.During the probationary period a new employee may be suspended or terminated at any time by the appointing authority without cause and without right of appeal or to submit a grievance. Said employee shall not have the right to proceed to arbitration on the issue of arbitrability or on the issue of its constitutional or discovery rights, nor those of any employee by reason of the foregoing. The Union shall not be a party to any lawsuit relating to the termination of a probationary employee. - 10 ARTICLE VII -SALARY PROVISIONS Section 1. Percent IncreasesBase Wage Rates. a.The base wage rates of bargaining unit classifications will be as set forth in Appendix A of this MOA. b.Effective with the pay period beginning October 22, 2011 wages for all bargaining unit classifications will be reduced by 9% to reflect the change described in Article XXIII Retirement Benefits, Section 2A Employer Paid Member Contribution (EPMC). c.Effective with the pay period including June 30, 2014 a two (2) percent cost of living increase will be applied to the salary ranges of all represented classes. a.Effective with the pay period including July 1, 20106, a three five percent (35%) indecrease will be applied to the salary ranges of all represented classes, except that the increase for Fire Captains shall be four percent (4%). b.Effective with the pay period including July 1, 2007, a three percent (3%) increase will be applied to the salary ranges of all represented classes, except that the increase for Fire Captains shall be four percent (4%). c.Effective with the pay period including July 1, 2008, a three percent (3%) increase will be applied to the salary ranges of all represented classes except that the increase for Fire Captains shall be four percent (4%). d.Effective with the pay period including July 1, 2009, a four percent (4%) increase will be applied to the salary ranges of all represented classes except that the increase for Fire Captains shall be five percent (5%). Except as otherwise provided in this M.O.A., the base wage rates of bargaining unit classifications will be as set forth in Appeindix of this M.O.A. Section 2. Out-of-Class Compensation.All represented employees who are assigned work in a higher classification for longer than four (4) continuous hours will be compensated at a higher pay rate for all hours worked during the out-of-class assignment. This provision applies as follows: Fire Fighter, Apparatus Operator, Captain or Inspector working in a higher classification: Step to step. Representation unit classification working as a Battalion Chief, 10% above 5th-Step Captain, but not to exceed 93% of Battalion Chief control point. Representation unit classification working in any other management position, within the range of the management position. - 11 Section 3. Pay for Court Appearance. Sworn Fire personnel appearing in court for the People shall be compensated as follows: Period Rate Minimum a.Appearance on scheduled Time and one-half at 4 hours day off 40-hour rate b.Any or all court time Straight time during None during scheduled shift shift at 56-hour rate c.Appearance on scheduled Time and one-half at 2 hours work day but not during 40-hour rate (2 hour minimum, may scheduled shift not run into shift time) The employee shall remit all fees received for such appearances to the City within thirty days from the termination of his/her services. Compensation for mileage or subsistence allowance shall not be considered as a fee and shall be retained by the employee. Section 4. Classifications.The Haz Mat Inspector position will be paid at the same level as the Fire Inspector (603). One Fire Captain position will be assigned to a Fire Captain (Forty-hour Assignment) with the pay set at 5% above the Fire Captain. ARTICLE VIII -PAY DIFFERENTIALS Section 1. Paramedic Differential.Paramedics who have completed the required training and have been accreditedcertified in accordance with the program and possess their paramedic license, will receive a 12.5% differential in addition to their base salary effective beginning with the date of assignment to rotational Paramedic duty. The Paramedic salary differential will terminate with the cessation of assignment to rotational Paramedic duty, except that paramedics with six or more years of Palo Alto Paramedic service will be Y-rated upon cessation of assignment. For purposes of this section, “Y- rated” means that the employee’s wage rate including the Paramedic premium is frozen until the rate the employee would have earned without the Paramedic premium equals the employee’s frozen rate. Section 2. Haz Mat Differential.Effective beginning with the pay period including July 1, 1990, a maximum of nine positions who are primarily assigned to rescue and who are Haz Mat trained and certified will receive a 5% differential in addition to their base salary. This differential does not apply to minimum staffing replacements. - 12 Section 3.EMT Differential.Represented classifications, who maintain EMT certification will receive a 3% differential in addition to their base salary. The EMT differential includes compensation for EMT paramedic support. EMT certification for all suppression personnel is mandatory. Section 4. Fire Inspector Differential. Fire inspector personnel including Haz Mat inspectors and Haz Mat specialists who have been trained as fire investigators and who are regularly assigned to fire investigation duties by the Chief shall be compensated with premium pay in the amount of $500 per month. The Chief reserves the right to determine who is regularly assigned to such duties. ARTICLE IX -HOLIDAYS Section 1. Named Holidays. The following holidays are recognized as municipal holidays for pay purposes, and regular, employees shall have these days off with pay, except as otherwise provided in these rules: January 1 Veterans’ Day, November 11 Third Monday in January Thanksgiving Day Third Monday in February Day after Thanksgiving Day Last Monday in May December 25 July 4th Either December 24, or December 31 as provided below First Monday in September Second Monday in October 149.5 hours is the total amount of holiday hours paid annually to an employee divided by 26 payroll periods which equals 5.75. Shift personnel shall receive pay in lieu of taking paid leave for accrued holidays. Such paid hours are in addition to the normal biweekly base pay. Shift personnel will accumulate a biweekly amount of 5.75 hours. Hours are prorated and accrued based on hours actually worked. If employees elect to be paid for these hours at any time before the scheduled payoff, they must make sure they have sufficient hours in their Holiday account and record the hours on their timecard in the total columns of the timecard only. Accrued Holiday balances will be automatically paid off in the months of June and December. Section 2. Conditions. a.Personnel assigned to a 40-hour work schedule will receive paid holidays in accordance with Sections 517 and 518 of the Merit System Rules and Regulations. - 13 b.Personnel assigned to a 40-hour work schedule will receive floating days off with pay in each of the following months: August, September, March, April, and June. The following conditions will hold: (1)Management will designate the schedule of the paid day off under this section at least thirty days in advance. (2)If, in conformance with this section, Management is unable to schedule a day off in the month indicated for reasons of shift operations, work scheduling or any other reason, the day will be added to the employee's vacation accrual. (3)If an employee fails to take a day off as scheduled by Management under this section, the day off so scheduled will be forfeited. ARTICLE X -OVERTIME COMPENSATION Section 1. Compensation.Shift personnel assigned to overtime relief duty in addition to their regular 56-hour shift schedule shall receive overtime compensation at a rate of one and one-half times the employee's basic 56-hour rate, or out-of-class rate if such applies, for all hours of the relief duty shift. Required off-duty training will be compensated at the rate of one and one-half times the basic 40-hour rate or as otherwise agreed. Emergency callback will be compensated at a rate of one and one- half times the basic 40-hour rate to a maximum of 8 hours, and at a rate of one and one-half times the basic 56-hour rate for those hours in excess of 8 hours. Overtime duty assignments will first be made from the voluntary overtime list. If such assignments cannot be filled from the voluntary overtime list, the vacant position will be filled by moving up on-shift personnel through out-of class assignment. Any remaining vacancy will then be filled by overtime duty assignment made in reverse order of hire date seniority according to specialty and qualifications required to be assigned. The overtime duty assignment seniority list will be adjusted to clear record of assignments semi-annually on April 30 and October 31. ARTICLE XI -MINIMUM APPARATUS STAFFING Section 1. Minimum Staffing. Fire Department administration and the Union have agreed to the following for clarification of minimum suppression staffing: a.Thirty-one (31) fire suppression personnel (exclusive of the Battalion Chief) shall be scheduled per shift (when station 8 is open). Replacement personnel will be recalled when absences will cause staffing to fall below 31, except in the instances of: - 14 (1)Emergency illness or absences occurring after 11:00 p.m. in which case staffing may be at 30 until 8:00 a.m. (2)Whenever absences will cause staffing of the Truck Company to fall below three persons for five hours or less, and such absences are not anticipated to exceed five hours. b.It is further agreed that in achieving minimum staffing set forth herein, eEngine, truck and combination rescue companies shall not be reduced frombe deployed for emergency services purposes at the level of one Fire Captain, one Fire Apparatus Operator and one Fire Fighter, except as indicated in Sections 1.a.(1) and (2) of this article. Paramedic unit minimum ambulance staffing shall be two certified Paramedicspersonnel; the City will dispatch personnel on Emergency Medical Service calls such that a minimum of 2 licensed paramedics respond. The Foothill Fire Station #8, when activated by the Fire Chief, shall be staffed with a minimum of one Fire Apparatus Operator and one Fire Fighter. c.The minimum recall for suppression minimum staffing shall be four (4) hours. ARTICLE XII -FIRE DEPARTMENT PROGRAMS Section 1. Programs.The Union agrees to continue its cooperation and participation in existing weather station and community blood pressure screening and measurement programs. ARTICLE XIII -WORK ASSIGNMENTS AND TRANSFERS It is the intent of the Palo Alto Fire Administration and Local 1319 that work assignments and transfers will reflect the best interests of the Fire Department and the City. The Fire Department will maintain a constant state of readiness to defend against fire and other disasters. It is therefore imperative that all Fire Department divisions assign personnel in the best manner to respond to the needs of the City and the Department. It is also acknowledged that the Fire Chief is responsible to make and/or approve the work assignments or transfers of Fire Department personnel. The Fire Chief or designee will maintain a two-year station and shift assignment, seniority-based bid system covering the following classifications within Fire Operations on a rotational basis: Fire Captain, Apparatus Operator and Fire Fighter. - 15 The Fire Chief, or his designee, shall initiate personnel assignments and transfers to balance platoon or division strength, fill permanent or temporary vacancies and provide required training to individual personnel. Such assignments will be based on seniority, except where career development, training, special assignments, skills and documented performance issues are specifically identified in writing, management may make assignments based on such issues. For purposes of this article, seniority shall be computed from the date of entry into the current classification. Section 1. Shipouts.When possible, least senior Fire Fighters will be given short term or shipout relief duty. In order to maintain training continuity, shipouts of probationary personnel will not be permitted during the first three-month training cycle. Probationary fire fighters will be assigned to Stations 1, 2, 3, 4, 5, or 6 during their probationary period, filling vacancies first, when possible. Upon completion of the first three-month training cycle, the probationary fire fighter will be eligible for short term or shipout relief duty. If after completion of the first three-month training cycle, a probationary employee fails any monthly testing process, or is the subject of identified training needs, the probationary employee will be removed from short term or shipout relief duty for a 60-day period. Section 2. Vacation Relief Positions.In order that platoon strengths can be balanced more quickly and to reduce the need for excess overtime, two positions will be designated for vacation relief. These positions will be the lowest two on the Department seniority list who have completed their probationary period. a.The vacation relief persons will be assigned to one station when not on relief assignment. b.Relief assignment can be made to any Station or shift where a shortage of personnel will cause unnecessary overtime. c.Shortages may be caused by vacation, sick leave, disability or any leave of absence that causes a shift to be short of personnel while another has a surplus. d.Shift transfers will be made so as not to cause the relief person to work more than the prescribed number of hours in the prescribed period. e.Relief assignments will be made and hours will be coordinated by the Battalion Chief's office. Section 3. Transfer Requests.Non-probationary fire personnel may submit transfer requests to their immediate supervisor to be forwarded to the appropriate chief officer. Providing that Departmental needs are satisfied, such transfers will be administered using first a mutually agreeable exchange, secondly seniority. - 16 The transfer requests shall remain on file during the year and may be granted when a vacancy occurs, providing the requesting employee possesses the experience and performance ability required to fill the vacancy. Section 4. Special Assignments.Management reserves the right to assign personnel to career development opportunities, special projects, seminars, programs and selected educational and/or training courses, based on Fire Department needs and the performance of the employee. Minimum staffing levels shall be maintained. Section 5. Continuous Hourly Service.Continuous hours of service in excess of 72 hours are subject to approval by the Fire Chief or designee. Approval may be granted when an employee has not been engaged in a greater than usual level of activity or is not fatigued. ARTICLE XIV -TRAINING COORDINATION Section 1. Coordination.Three shift employees per platoon may be assigned to assist the Training Officer in the coordination, preparation and scheduling of the training program. It is agreed that volunteers will first be sought for such assignment, and further agreed that the details of this section shall be established by mutual agreement between the Fire Chief and the Union. ARTICLE XV -PARAMEDIC ASSIGNMENT Section 1. Limit of Eligibility.The City reserves the right to limit eligibility for the Paramedic Program to the Fire Fighter classification. The City may, at its discretion, add other classifications within the represented bargaining unit to meet the need of program changes. Differentials for other classifications will be as provided in Article VIII, Section 1. Section 2. Additional Candidate Training.As the Program progresses, Management will assess the need for training additional Paramedic candidates. It is Management's intention to provide for such additional training as necessary for Program continuity. Section 3. Incentives.Paramedics will receive a one-time cash payment of $500 for each biennial recertification. This provision applies only to active incumbents of authorized paramedic positions who remain in the paramedic assignment for at least one additional year after recertification. The one year requirement after recertification does not apply to those paramedics who may leave the program because of work- related injury or illness, or promotion, nor does it apply when a paramedic is asked by management to recertify in order to voluntarily extend their paramedic service to meet special departmental needs for a period of less than one year. - 17 Section 4. Proctoring.Paramedic proctoring assignments will be made by the Chief from among qualified volunteers. Payment of $600 will be made to the primary proctoring paramedic at the conclusion of each proctoring assignment. The Chief or his or her designee will maintain a list of qualified proctors from among volunteers. Personnel will be selected by the Fire Chief or his or her designee from the list to serve as paramedic proctors. If a conflict arises between the City and the Union regarding the Proctor Program, either side may suspend the program at the annual renewal period and shall remain suspended until a resolution or agreement is reached. ARTICLE XVI -FIRE FIGHTER APPRENTICE PROGRAM Section 1. Implementation.The Union agrees to assist the City in the implementation of an apprentice, training and affirmative action program.Trainees under such programs shall be provided with all benefits, including retirement benefits, of other fire fighters except salary. Section 2. Beginning Fire Fighting Suppression Work.Employees hired under the apprentice training program may begin fire fighting suppression work after they have reached the Trainee II level. Minimum staffing levels, as set forth above shall be determined by excluding all trainees. Section 3. Testing Process.Local 1319 shall be represented and entitled to participate in all stages of the testing process, and representatives from Local 1319 shall make recommendations to the department concerning the qualifications of any apprentice. ARTICLE XVII -PROMOTION Section 1. Promotion Step Level. All regular promotions from classifications within the representation unit to the classification of Fire Captain will be made at the fifth step on the salary range. Section 2. Promotion Process Information.For promotions to positions within the representation unit, promotion process information will be available in the Human Resources Department office at the time of posting. Information will include applications, minimum qualifications, study material reference information, if appropriate, and information on passing scores. Any changes in an established testing process must be submitted in writing to the Union for review and input no fewer than 60 days prior to the beginning of the process. - 18 ARTICLE XVIII -REDUCTION IN FORCE Section 1. Order of Reduction.If the work force is reduced (reduction in force) within a represented classification, unit employees having the shortest length of service with the Fire Department will be laid off first so long as employees retained are fully qualified, trained and capable of performing remaining work. ARTICLE XIX -SELECTIVE CALL BACK WITH REGARD TO RESIDENCY Section 1.In Case of Emergency Management may use selective call back with regard to residency in cases of emergency. ARTICLE XX -HEALTH BENEFITS Section 1.Maintenance of Levels Except as otherwise set forth herein, the City will maintain the present level of benefits on all City-sponsored medical programs. Section 2. Vision Care.The City offers vision care coverage for employees and dependents. Coverage is equivalent to $20 Deductible Plan A under the Vision Service Plan, with monthly premiums paid by the employer. Dependents include domestic partners, as defined under Article XX Section 3(b). Section 3. PEMHCA Health Plan. a.ACTIVE EMPLOYEES: Benefits will be provided in accordance with provisions of the PEMHCA Health Plans. If PERS changes the plans it offers, the City and the Union will meet and confer over the City continuing to provide an equivalent benefit at an equivalent cost. Effective October 22, 2011 the City and employees in this Unit will share medical premium costs as shown in the table below,with the City paying 90%of the monthly medical premium for the employee-selected PEMHCA optional plan, not to exceed a total of 90% of the monthly premium for the second most expensive plan among the existing array of plans. If an employee selects the most expensive plan, the City will pay up to 90% of the 2nd most expensive plan premium and the employee will pay the balance. b. c. d.Monthly City-paid premium contributions for an employee-selected PEMHCA optional plan will be made to the maximum amount indicated in each category below through December 31, 2006.Effective January 1, 2007 the City will pay up to ninety percent (90%) of the monthly medical premium for the 2nd most expensive plan among the existing array of plans during the contract term. If PERS changes the plans it offers, the City and the Union will meet and confer over the City continuing to provide an equivalent benefit at an equivalent cost. - 19 During the term of this Agreement, if CalPERS no longer offers the PORAC health plan and, as a result, an affected employee enrolls in an alternative CalPERS health plan, the City will reimburse or provide insurance to such employee or his or her dependents for documented medical expenses incurred that exceed the two million dollar ($2,000,000.) lifetime maximum, if any, provided that such expense would have otherwise been covered and paid by the health plan. Such reimbursement shall be made once per fiscal year. Number of Parties Covered Monthly Employee Contribution Monthly City Contribution Employee Only 10% of monthly premium for plan selected by employee 90% of monthly premium for plan selected by employee Not to exceed 90% of the second most expensive plan premium Employee Plus One 10% of monthly premium for plan selected by employee 90% of the monthly premium for plan selected by employee Not to exceed 90% of the second most expensive plan premium Eligible Active Employees Employee Plus Two or More 10% of monthly premium for plan selected by employee 90% of monthly premium for plan selected by employee Not to exceed 90% of the second most expensive plan premium b.Active employee domestic partners whose domestic partnership is registered with the State of California will be eligible for medical benefits under this section. Active employee domestic partners whose domestic partnership is not registered with the State but who meet the requirements of the City of Palo Alto Declaration of Domestic Partnership, and are registered with the Human Resources Department, will be eligible for reimbursement of the actual monthly premium cost of an individual health plan, not to exceed 90% of the average monthly premium cost of individual coverage under the PEMHCA health plans. Evidence of premium payment will be required with request for reimbursement. c. Alternate Medical Benefit Program. If a regular employee and/or the employee’s dependent(s) are eligible for and enrolled in medical insurance through another employer-sponsored or association - 20 medical plan, the employee may opt for alternative medical insurance coverage through the other employer-sponsored or association plan and waives his/her right to the City of Palo Alto’s medical insurance coverage for same individuals. Employees electing alternative coverage and no City coverage will receive cash payments of approximately half of the “averaged monthly City contribution toward premiums” for their medical insurance coverage. “Averaged monthly premiums” are the average of the Kaiser HMO, Blue Shield HMO and PERS Choice PPO premiums for the employee’s City medical coverage available through the Public Employee Retirement System (PERS). The monthly rates for 201107 are as follows: One party:$230.00 $301.32 Two party:$460.00 $602.63 Family:$595.00 $783.42 The monthly rates for 2012 are as follows: One party:$284.36 Two party:$568.71 Family:$739.32 The Alternative Medical Benefit Program rates for subsequent years covered by this agreement will be determined when the California Public Employees Retirement System formally announces the health plan rates applicable for the year in which they are to apply. ARTICLE XXI -DENTAL BENEFITS Section 1. Level of Benefits.The City will maintain the present level of benefits on the City-sponsored dental program. Maximum benefits per calendar year shall be $2,000. Effective January 1, 2007, the dental program shall be amended to allow for coverage of composite (tooth colored) fillings for posterior teeth. Section 2. Premiums.The City shall pay all premium payments or equivalent self- insured program charges on behalf of employees and dependents who are eligible and enrolled for coverage under the existing dental plan. Dependents will include domestic partners, as defined under Article XX, Section 3(b). Section 3. Lifetime Orthodontia Benefit Maximum Increase.The City will provide a 50% of reasonable charges, $1,5002,000 lifetime maximum orthodontic benefit for representation unit employees and their dependents, except that effective January 1, 2007 the lifetime maximum shall increase to two thousand dollars ($2000). - 21 ARTICLE XXII -LIFE INSURANCE Section 1. Premiums.The City currently pays the following amounts of premium on behalf of Fire personnel: Per Pay Period Per Month (Approx.) Basic Life Insurance and Basic ADD $.085 $ .185 (per $1,000 of coverage) The basic life insurance provided by the City shall equal the employee’s base monthly salary multiplied by twelve. ARTICLE XXIII -RETIREMENT BENEFITS Section 1. PERS Retirement Formula. The City will continue the present benefits under the Public Employees' Retirement System (PERS) "3 percent at 50 (3%@50)" formula for employees hired before the effective date of the “3 percent at 55” (3%@55) formula for new hires as described herein. The final year compensation for employees hired under the 3% at 50 formula will continue to be “Single highest year” or the highest average annual compensation earnable by the member during one (1) year of employment immediately preceding retirement or the one-year period otherwise designated by the member (Government Code section 20042). Second Tier As soon as administratively possible after City Council adoption of this MOA, the City shall amend its contract with CalPERS to provide such employees hired on or after the effective date of the CalPERS amendment with the CalPERS retirement formula three percent of final salary at age 55 (“3%@55”), with the final salary determination for such employees of “3 highest consecutive years”based on the highest average annual compensation earnable by the member during three (3)consecutive years of employment immediately preceding retirement or the three-year period otherwise designated by the member (Government Code section 20037). Section 2. Employer Paid Member Contribution (EPMC)EPMC and Increased City Contributions. A. Effective with the second pay period in January 2010 the City ceased paying the 9% PERS member contribution and increased base wage rates by approximately 9% which employees used to pay the 9% PERS member contribution. B. Effective October 22, 2011 the wages for all classifications in the bargaining unit will be reduced by 9% (see Article VII Salary Provisions). Simultaneously, effective - 22 October 22, 2011, the City will begin paying on behalf of employees 2.5% of the 9% PERS member contribution.Such payments will be reported to PERS as special compensation,making the City’s contribution “PERSable”. C.Effective the pay period including July 1, 2012, the City will cease making employer- paid contributions toward the PERS Member Contribution and employees will pay the full 9% member contribution. Section 3. PERS Member Contribution. a.Effective October 22, 2011 employees shall pay six and one-half percent (6.5%) of the nine percent (9%) PERS Member Contribution. b.Effective with the pay period including July 1, 2012, employees shall pay the full nine percent (9%) PERS Member Contribution. c.When employees pay their PERS Member Contribution pursuant to section 3a and 3b above, the City will provide for member contributions to be made as allowed under provisions of IRS Code Section 414(h)(2). Section 4. Option 2 Death Benefit.The City provides the Pre-Retirement Option Settlement 2 Death Benefit. The Pre-Retirement Optional Settlement 2 Death Benefit provides the spouse of a deceased member, who was eligible to retire for service at the time of death, with an alternate option to the lump sum Basic Death Benefit whereby the surviving spouse can elect a monthly allowance equal to the amount the member would receive if he/she had retired from service on the date of death and elected Optional Settlement 2 (the highest monthly allowance a member can leave a spouse). Section 5. Military Service Credit.The City will provide the Public Employees’ Retirement System benefit known as “Section 20930.3,Military Service Credit as Public Service.” Section 6. 1959 Survivor Benefit. The City will continue to provide the basic level of 1959 PERS Survivor Benefit to eligible employees in accordance with Government Code section 21571. ARTICLE XXIV -RETIREMENT MEDICAL PLAN Section 1. Retiree medical coverage for Unit employees hired before January 1, 2004: Monthly City-paid premium contributions for a retiree-selected PEMHCA optional plan will be made in accordance with the Public Employees' Medical and Hospital Care Act Resolution for employees that retire on or before December 31, 2006. Effective January 1, 2007 for an employee retiring on or after that date the City will pay up to the - 23 monthly medical premium for the 2nd most expensive plan offered to IAFF employees among the existing array of plans during the contract term. If PERS changes the plans it offers, the City and the Union will meet and confer over the City continuing to provide an equivalent benefit at an equivalent cost. However, the City contribution for an employee hired before January 1, 2004 who retires on or after December 1,2011 shall be the same contribution amount it makes for active City employees. Any employees who retire before November 30, 2011 shall not be required to pay any premium contribution effective December 1, 2011, excluding any required dependent contribution described below. For 2006 2011 calendar year, the City's contribution toward dependent coverage is 90% 65%of the difference between the "applicable "Employee and One Dependent" or "Family" maximum employer contribution for active fire personnel and the maximum employer contribution for "Employee Only" coverage. For 2007 the City's contribution will increase to 70%. This contribution for dependents will increase annually by 5% of the difference between the single party premium and the two party or family premium, until such time as the premium of the affected dependent(s) is fully covered in calendar year 2013. Section 2. 20-Year Vesting for Retiree mMedical cCoverage for Unit eEmployees hHired aAfter January 1, 2004: a) Twenty (20) year vesting in PERS system for the full retiree medical benefit specified in the preceding paragraph, including a minimum of five (5) years with the City of Palo Alto. Eligible employees to receive Fifty (50) percent of benefit after ten (10) years; each additional service credit year after Ten (10) years will increase employer credit by Five (5%) percent until Twenty (20) years is reached at which time employee is eligible for One Hundred (100%) percent and Ninety (90%) percent for dependents.Notwithstanding any other term of this section, the City of Palo Alto’s health premium contribution for eligible post January 1, 2004 hires shall not be less than the minimum contribution set by PERS under Government Code Section 22893 based on a weighted average of available health plan premiums. ARTICLE XXV -DEPENDENT CARE ASSISTANCE PROGRAM (DCAP) Section 1. DCAP. The City will provide a dependent care assistance program for employees according subject to the provisions of the Federal Economic Recovery Act of 1981, Code Sections 125 and 129applicable law. The program will remain in effect subject to a reasonable minimum participation level and availability of third party administrative services at a reasonable cost. - 24 ARTICLE XXVI -VACATION ACCRUAL Section 1. Accrual Rate.All eligible fire suppression persons shall accrue vacation at the following rate for continuous service performed in a pay status. Non-shift representation unit employees shall accrue the 40-hour equivalent--one shift equals sixteen hours. a.For employees completing less than four years continuous service, the accrual rate shall be five duty shifts per year. b.For employees completing four but not more than nine years continuous service, the accrual rate shall be eight duty shifts per year. c.For employees completing nine but not more than 14 years continuous service, the accrual rate shall be 10 duty shifts per year. d.For employees completing 14 but less than 19 years continuous service, the accrual rate shall be 11 duty shifts per year. e. For employees completing 19 or more years continuous service, the accrual rate shall be 12 duty shifts per year. Section 2. Unused At Termination.Represented employees who fail to use all vacation as accrued may continue the accrual balance and be entitled to all accrued but unused vacation upon termination, except as limited below. Section 3. Limits.Vacation accrual balances shall be limited to three times the annual accrual rate. Accrual credit beyond this limit shall not be recognized or compensated, except that for employees of record as of January 1, 1984 who have vacation excess on a one-time basis shall be set aside (banked) to be subsequently used as vacation or paid at termination. No additions may be made to the bank. The bank is established only to facilitate changeover from unlimited to three times annual accrual rate limitation on vacation accrual as herein provided. ARTICLE XXVII -USE OF VACATION Section 1. Maximum Number of Slots.The maximum number of vacation scheduling slots for representation unit suppression employees is four (4) per platoon on a year- round basis. Section 2. Approvals. Vacation scheduling must be approved by the Battalion Chief or Fire Chief. The minimum is twelve (12) hours or more for suppression employees. Advance vacation schedules for suppression shall begin either at 8:00 a.m. or 8:00 p.m. Section 3. Vacation Pay. Vacation pay shall be made available in advance of regular pay day provided that employee requests such advance in writing to the Finance - 25 Department at least two weeks prior to his/her vacation date. The employee's supervisor must verify vacation date on the request. Section 4. Illness on Vacation.When an employee becomes ill while on vacation and such illness can be supported by a statement from an accredited physician or the employee is hospitalized for any period, the employee shall have the period of illness charged against sick leave and not against vacation leave. Section 5. When to be Taken.The time at which an employee may use accrued vacation leave and the amount to be taken at any one time shall be determined by the Chief with particular regard for the needs of the City, but insofar as possible, considering the wishes of the employee. Section 6. Limitation on Use.Employees may not use more than three times their annual rate of accrual in any calendar year period provided, however, that the Chief may grant exceptions to this limitation. Section 7. Waiting Period.Employees shall complete six months continuous service before using accrued vacation leave. Section 8. Double Compensation Prohibited.Employees shall not work for the City during their vacation. Section 9. Cash out Option.Once each calendar year an employee may cash out eight (8) or more hours of vacation accrual in excess of eighty (80) hours to a maximum of one hundred twenty (120) hours; PROVIDED, that the employee has taken eighty (80) hours of vacation off with pay in the previous twelve (12) months. ARTICLE XXVIII -SICK LEAVE Section 1. Statement of Policy.Sick leave shall be allowed and used only in case of actual personal sickness or disability, medical or dental treatment, or as authorized in Section 9. Up to six (6) days (72 shift hours for suppression personnel) sick leave per year may be used for illness in the immediate family (wife, husband, child, parent, parent-in-law, brother, sister, registered domestic partner, or close relative residing in the household of the employee.) Section 2. Eligibility.Regular employees shall be eligible to accrue and use sick leave. Section 3. Accrual.Sick leave shall be accrued bi-weekly, provided the employee has been in a pay status for 50 percent or more of a bi-weekly pay period. Sick leave shall be accrued at the rate of six shifts per year. - 26 Section 4. Accumulation.Accumulated sick leave may be accrued without limit, except as provided in Section 8 below. Section 5. Use.Sick leave may be used as needed and approved, to the point of depletion, at which time the employee will no longer receive pay for sick leave. A new employee may, if necessary, use up to forty-eight (48) hours or shift equivalent of sick leave at any time during the first six months of employment. Any negative balances generated by such utilization will be charged against future accrual or deducted from final paycheck in the event of termination. An employee who has been disabled for 60 consecutive days and who is otherwise eligible both for payment under the long-term disability group insurance coverage and accrued sick leave benefits may, at his/her option, choose either to receive the long- term disability benefits or to utilize the remainder of his/her accrued sick leave prior to applying for long-term disability benefits. Sick leave will not be granted for illness occurring during any leave of absence other than sick leave, unless the employee can demonstrate that it was necessary to come under the care of a doctor while on such other leave of absence. When an employee finds it necessary to be absent for any reason, he/she should cause the facts to be reported to the department within 4560 minutes prior to his/her regular starting time on the first working day of absence, and shall regularly report on, or account in advance for each work day thereafter unless hospitalized or otherwise indisposed. Such reports may be subject to written documentation. Sick leave shall not be granted unless such report or advance accounting has been made, provided, however, that the department head may grant exception to this policy where the circumstances warrant. Section 6. Depletion of Sick Leave Benefits.Upon depletion of sick leave or the beginning of the period to be covered by payments under long-term disability group insurance coverage, whichever comes first, an employee may be granted a medical leave of absence without pay for a period not exceeding sixty days. If the employee is unable to return to work at the end of this period, he/she must request further medical leave which will be subject to the approval of the City Manager. If further leave is granted, the employee must notify the City of intent to return to work every thirty days. If further leave is not granted, the employee's service with the City shall be considered terminated. Section 7. Forfeiture Upon Termination.Employees leaving the municipal service shall forfeit all accumulated sick leave, except as otherwise provided by law and Section 8. In the event that notice of resignation is given, sick leave may be used only through the day which was designated as the final day of work by such notice. - 27 Section 8. Payment for Accumulated Sick Leave.Eligible employees (those hired before December 31, 1983)who leave the municipal service in good standing, or who die while employed in good standing by the City, and who have fifteen or more years of continuous service, shall receive compensation for unused sick leave hours in a sum equal to two and one-half percent of their unused sick leave hours multiplied by their years of continuous service and their basic hourly rate of pay at termination. Full sick leave accrual will be paid in the event of termination due to disability. For new employees hired after December 31, 1983, sick leave accrual accumulation will be limited to 1,000 hours with no payoff provisions for unused balance at termination for any reason. Section 9. Personal Business Leave Chargeable to Sick Leave.It is agreed between the parties that all shift personnel represented by the Union shall have the right to charge up to forty-eight (48) hours personal business leave per year to sick leave, and that all non-shift personnel shall have the right to charge up to twenty (20) hours personal business leave per year to sick leave. Such personal business leave shall be allowed only on a staffing available basis and where the provisions of the minimum staffing agreement are not affected. "Staffing available" means at or above minimum staffing levels as defined in Article XII. Section 10. Return to Work or Continue Work With Limited Duty.In cases of non- work-related injury, illness or pregnancy an employee, upon approval of the Fire Chief and the City Safety Officer, may return to work or continue work with doctor-approved limited duty. Approval for such limited duty shall be based upon department ability to provide work consistent with medical limitations and the length of time of the limitations. Shift employees must be willing to accept any non-shift limited duty schedule work location and may be subject to the reasonable availability of limited duty assignments. The City doctor may be consulted in determining work limitations. Section 11. Pilot Sick Leave Incentive Benefit. (Note: This section automatically terminates.) The parties adopt the following sick leave incentive benefit for employees hired on or after January 1, 1984 that shall automatically terminate at the close of business June 30, 2010 unless the parties otherwise agree in writing: Plan Year. For purposes of this section, “Plan Year” means the period of July 1 through the following June 30 in which an eligible employee may elect and vest in an incentive payment under this program, subject to the terms set forth in this section. Minimum Accumulation Thresholds for Initial and Continued Eligibility. Sick leave accumulation thresholds for determining eligibility to elect an incentive payment under this program are as follows: 720 hours 792 hours - 28 864 hours 936 hours 1000 hours c. How Accumulation Thresholds Operate. An employee must have accumulated at least seven hundred twenty (720) hours of unused sick leave at the beginning of the Plan Year in which he or she desires to elect an initial incentive payment under this program. If the employee’s unused hours as of July 1, 2006, or on July 1 of a subsequent Plan Year if the employee has not previously elected and vested in an initial incentive payment, the employee’s initial threshold shall be the highest threshold his balance has met as of the beginning of that Plan year. Every time the employee elects and vests in an incentive payment, his or her eligibility threshold shall move to the next higher threshold specified in subsection b of this subsection. However, if the employee does not timely elect an incentive payment while at an accumulation threshold but accumulates enough sick leave to reach a higher accumulation threshold by the beginning of the next Plan Year, his or her minimum accumulation threshold shall be the higher threshold. EXAMPLE 1: Employee Summers has 720 hours of sick leave accumulated as of July 1, 2006. Summers files a timely election for an incentive payment and meets all other requirements to qualify for the payment by the end of the plan year, thus vesting in the right to that payment. Summers’ new minimum accumulation eligibility threshold to elect an incentive payment is 792 hours. Summers then uses enough sick leave that Summers’ unused sick leave balance at the beginning of the next Plan Year is only 770 hours. Summers may not elect an incentive payment because Summers does not meet Summers’ threshold of 792 hours. EXAMPLE 2: Employee Summers has 850 hours of sick leave accumulated as of July 1, 2006. Summers’ initial threshold is 792 hours. If Summers elects and vests in an incentive payment for that year, Summers’ new threshold will be 864 hours in the next Plan Year. If Summers works and does not use sick leave in the next Plan Year and does not elect an incentive payment in the Plan Year, Summers’accumulation balance at the beginning of the next Plan year will be 994 hours and his or her minimum eligibility threshold will be 936 hours. If Summers then uses 400 hours of sick leave, Summers’threshold remains 936 hours until Summers has elected and vested in an incentive payment at that level or reached the 1000 hour level at the commencement of a Plan Year. d.Election Right –Amount of Payment. An employee who has met his or her applicable minimum accumulation threshold for the Plan year may elect to request to convert sick leave accumulated during that Plan Year into an incentive payment for that plan year. Except as provided in subsections d and e below of this section, the payment shall be calculated as of June 30 of the Plan Year using the following formula, which reflects an incentive equal to 50% of the book value of unused sick leave accrued in excess of 72 hours during the Plan Year: - 29 n1 (number of sick leave hours accrued during the Plan Year) Minus n2 (number of sick leave hours used during the Plan Year) Equals n3 (net hours accumulated during the Plan Year Minus 72 (hours) Equals n4 (number of hours that may be converted to incentive pay) Multiplied by n5 (employee’s base hourly wage rate at end of Plan Year) Equals n6 (dollar value of convertible hours if paid at 100%) Divided by 2 (50% payment conversion factor) Equals n7 (Gross incentive payment to the employee) EXAMPLE: Employee Summers has 720 hours of unused sick leave as of the beginning of the Plan Year. During the Plan Year Summers accrues 144 hours of sick leave and uses 12 hours. Summers files a timely election to convert sick leave to incentive pay in the Plan Year. Summers’ base hourly wage rate is $30 as of June 30 of the Plan Year. The formula for determining gross incentive pay operates as follows: 144 (n1) Minus 12 (n2) Equals 132 (n3) Minus 72 Equals 60 (n4) Multiplied by $30 (n5) Equals $1800 (n6) Divided by 2 Equals $900 (n7 –Payment due to employee on payment date) e.Special Modifications of Payment Calculation for 936 Hour Threshold. To compensate for the effect of the 1000 hour sick leave accumulation ceiling, if the employee’s threshold is 936 hours, he or she meets the threshold at the beginning of the Plan Year, and elects to receive incentive pay, the formula set forth in subsection c above of this subsection shall be modified so that the employee’s incentive payment is calculated as though he or she accrued one hundred forty-four (144) hours of sick leave during the Plan Year, less any accumulation that would not have occurred due to an unpaid leave of absence during the Plan Year. f.Incentive for Employees meeting 1000 Hour Threshold. If the employee’s threshold at the beginning of the Plan year is 1000 hours, he or she shall automatically accumulate one incentive pay unit in lieu of unused sick leave that would otherwise cause the employee’s unused accumulation balance to exceed the 1000 hour sick leave accumulation ceiling. These units will accumulate during the Plan Year. On the payment date, the employee shall be paid for each incentive pay - 30 unit accumulated during the Plan Year at fifty percent (50%) of the employee’s base hourly wage rate as of June 30 of the Plan Year. The crediting of incentive pay units under this subsection is automatic and will occur when the conditions for crediting have been met. Similarly, the payment for accumulated incentive pay units is automatic on the payment date. No election is required for either event. The Payment provided under this subsection is the only incentive payment to which an employee with a 1000 hour threshold may receive incentive pay. The terms of subsections c and d of this section shall not apply to such employees. EXAMPLE: Summers starts the Plan Year with 1000 hours on the books. In the first month, Summers does not use sick leave, and will accumulate twelve incentive pay units. The next month Summers uses twenty-four hours of sick leave and accumulates twelve hours of sick leave. Summers does not accumulate incentive pay units in this month. In the next month, Summers does not use sick leave and accumulates twelve hours. Because Summers’ accumulation balance only reaches the 1000 hour threshold this month, Summers does not accumulate incentive pay units. In the fourth month, Summers does not use sick leave. Therefore Summers accumulates another twelve incentive pay units. On the payment date, Summers’ accumulated incentive pay units at the end of the Plan Year are paid off at fifty percent (50%) of Summers’ base hourly wage rate as of June 30 of the Plan Year. Thus, if Summers has 48 incentive pay units by the end of the Plan Year, Summers will be paid a total incentive payment that equals 24 hours of straight time base hourly wages for those units (48 x 50% of rate). g.Effect of Payment of Incentive Pay for Sick Leave Hours and Incentive Pay Units.Sick leave hours converted to incentive pay and paid at a threshold below 1000 hours, or incentive pay units paid pursuant to this section at the 1000 hour threshold are rendered null and void and are removed from an employee’s sick leave or incentive unit account, whichever applies. h.Pay Date. The pay date for payment of incentive payments under this section shall be no later than August 31 of the fiscal year following the Plan Year in which the payment vested. Notwithstanding the termination date of this program (6/30/10), the payments that vest under this section in the Plan Year ending 6/30/10 shall nonetheless be paid to the applicable employees by August 31, 2010. i.Election Procedures and Timetable. Except as provided in subsection e above of this subsection, an employee who meets his or her threshold as of the beginning of the Plan Year who desires to convert sick leave to receive incentive pay shall complete and deliver to the Payroll Processing Section of the Accounting Division of the City’s Administrative Services Department an election form designed and provided by the City during March of that Plan Year. An incomplete or untimely form shall be deemed invalid and have no effect. - 31 ARTICLE XXIX -SUBPOENAS Employees required to answer subpoenas as a witness for the City of Palo Alto or for a plaintiff where the City of Palo Alto is a defendant shall not lose pay or benefits for work time lost to answer depositions or to appear in court. ARTICLE XXX -WORKERS' COMPENSATION Section 1. Status Reporting While on Disability.Persons on disability will be required to appear or otherwise report at regular two-week intervals to the Fire Chief or designate to discuss his/her status of medical treatment therapy and physical condition. This section is not meant to unreasonably restrict employee's activities so long as such activities are cleared by the treating physician, treating program or alternative treatment program is maintained and employee is available for full or restricted duty as soon as medical clearance can be received. ARTICLE XXXI -PHYSICAL FITNESS MEDICAL EXAMINATIONS Physical fitness medical examinations for all represented employees mayshall include chest x-rays every three years unless otherwise directed by a physician, eye examination and hearing examination. ARTICLE XXXII-LEAVES OF ABSENCE WITHOUT PAY Section 1. Disability.Leaves of absence without pay may be granted in cases of disability not covered by sick leave. Pregnancy will be considered as any other disability. Leaves of absence for disability are subject to physician's verification including diagnosis and medical work restriction. Section 2. Other Leaves.Leaves of absence without pay may be granted in cases of personal emergency or when such absences would not be contrary to the best interest of the City. Non-disability prenatal and/or postpartum leave is available under this provision, but such leave shall not begin more than six months prenatal nor extend more than six months postpartum. Section 3.Accrued Vacation Credits.During unpaid leaves of absence for disability or other reasons, the employee may elect to use accrued vacation credits. Requests for leaves without pay shall not be unreasonably denied. In order to avoid misunderstandings, all leaves without pay must be in writing to be effective. - 32 Section 4. Approval of Department Head.Leave of absence without pay for one week or less may be granted by the department head, depending on the merit of the individual case. Section 5. Approval by City Manager.Leave of absence without pay in excess of one week's duration may be granted by the City Manager on the merit of the case, but such leave shall not exceed twelve months' duration. Section 6. Absence Without Leave.Unauthorized leave of absence shall be considered to be without pay, and reductions in the employee's pay shall be made accordingly. Unauthorized leave of absence may result in termination of employment. Section 7. Leave of Absence; Death Outside the Immediate Family.Leave without pay may be granted a regular employee by his/her department head in the event of death to family members other than one of the immediate family, such leave to be granted in accordance with Section 2 and Section 4. Section 8. Military Leave of Absence.State law shall govern the granting of military leaves of absence and the rights of employees returning from such absence. ARTICLE XXXIII -LEAVES OF ABSENCE WITH PAY Section 1. City Manager Granted Leaves.The City Manager may grant a regular employee under his control a leave of absence with pay for a period not exceeding thirty calendar days for reasons he deems adequate and in the best interest of the City. Section 2. Council Granted Leave.The City Council may grant a regular employee a leave of absence with pay for a period not to exceed one year for reasons the Council considers adequate and in the best interest of the City. Section 3. Employee's Time Off to Vote.Time off with pay to vote at any general or direct primary election shall be granted as provided in the State of California Elections Code, and notice that an employee desires such time off shall be given in accordance with the provisions of said Code. Section 4. Leaves of Absence; Death in Immediate Family.Leave of absence with pay of one shift with provision for approval of one additional shift for travel outside the area may be granted an employee by the Chief in the event of death in the employee's immediate family, which is defined for purposes of this section as wife, husband, son, son-in-law, daughter, daughter-in-law, father, mother, brother, brother-in-law, sister, sister-in-law, mother-in-law, father-in-law, grandfather, grandfather-in-law, grandmother, grandmother-in-law, uncle, aunt, registered domestic partner, or a close relative residing in the household of the employee. Such leave shall be at full pay and shall not be - 33 charged against the employee's accrued vacation or sick leave. Requests for leave in excess of two shifts shall be subject to the approval of the City Manager. Section 5. Jury Duty; Leave of Absence.Employees required to report for jury duty shall be granted a leave of absence with pay from their assigned duties until released by the court, provided the employee remits to the City all fees received for such duties other than mileage or subsistence allowances within thirty days from the termination of his or her jury service. ARTICLE XXXIV –VOLUNTEER LEAVE PROGRAM The City of Palo Alto has established a Firefighter Voluntary Leave Program to provide members of Local 1319 International Association of Fire Fighters (IAFF) employees the opportunity to donate their accrued vacation time to assist fellow members of IAFF either due to: (a) an employee’s own verifiable non-industrial catastrophic illness or injury (as defined herein) or (b) in order to care for a member of the employee’s immediate family (spouse, child, parent or registered domestic partner suffering from a verifiable catastrophic illness or injury) and have exhausted or will presently exhaust all of their paid leave. In order to be eligible to receive donated leave, an employee must have a catastrophic illness or injury or an employee’s immediate family member must have a catastrophic illness or injury that requires the employee to provide full-time care for this family member. Care will be taken to emphasize the voluntary nature of the plan and to insure confidentiality of employee participants and medical conditions (where applicable). A Firefighter Voluntary Leave Sharing Program has been established to accept donations of vacation in accordance with the Program’s guidelines. All donations shall be: 1.Voluntary 2.Irrevocable 3.Confidential, unless disclosure is required by law 4.In whole hour increments of at least four (4) hours, with the hours donated being converted to donee hours based on the donee’s salary rate (so that there will be no cost to the City due to salary differential). 5.The employee shall be required to exhaust all other types of leave to request donated leave 6.It is understood that employees seeking or receiving leave under this program will apply for long-term disability benefits for which they may be eligible 7.Where any of the period during which an employee receives donated leave is designated as family leave under the California Family Rights Act (CFRA/Family Medical Leave Act (FMLA), the employee will be eligible for continuation of medical and other available benefits during that the family leave period (for up to 12 weeks), in accordance with the requirements of those laws. If the employee - 34 receiving donated leave is not eligible for CFRA/FMLA benefit continuation, or after the employee has exhausted the available CFRA/FMLA leave period, the employee will need to pay the premiums for continued medical and other available benefits if the employee chooses to continue such coverages through the City 8.If the donation request is based on the need for an employee to care for an immediate family member, as defined above, the family member must require full-time care by the employee. Certification of this requirement by a health care professional is required 9.The maximum donated time a donee may receive is 12 months (if available). 10.Applications to donate leave or receive leave under this Program are made to the Human Resources Department 11.This is a pilot program and is subject to cancellation by either party IAFF members interested in donating leave or in applying to receive donated leave shall complete forms provided by the Human Resources Department. If an applicant for leave is found to meet the criteria set forth herein, Human Resources will determine the availability of and (as applicable) allocation of donated paid leave. Payroll will be notified in writing of the number of hours to be deducted from each donating employee’s vacation balance and transferred to the donee employee(s). The City reserves the right to modify or terminate this program at any time. Catastrophic Illness or Injury (also referred to as “medical emergency” in Revenue Ruling 90-29 and Sections 801(c) and 812 of the Merit Rules and Regulations): A non- occupational medical condition of an employee that will require the prolonged absence of the employee from duty and which will result in a substantial loss of income to the employee because the employee will have exhausted all paid leave available apart from the Voluntary Employee Leave sharing Program. Non-disability postpartum leave as referenced in Merit Rule 801(b) shall not be considered a catastrophic illness or injury under this Policy. ARTICLE XXXV-TUITION REIMBURSEMENT Section 1. Options. Effective July 1, 2004 the tuition reimbursement program was amended to provide each employee the option of receiving the $1,000 as taxable cash or as a contribution to deferred compensation. This selection shall be made each May to be effective throughout the following fiscal year. Once the election is made for the fiscal year, it is irrevocable.The tuition reimbursement program will be eliminated effective July 1, 2012 with no further payouts starting in FY 12-13 and on-going. - 35 ARTICLE XXXVI -PER DIEM TRAVEL EXPENSES Section 1. City Business.Unless other mutually agreeable arrangements are made, representation unit employees who are required to travel away from the City on City business will receive travel expenses, according to City policies which are currently in effect. ARTICLE XXXVII -HOUSE FUND ITEMS Section 1. Station House Fund.The station house fund per year, per shift employee shall be $48.00. Section 2. Non-Food House Items. The City agrees to furnish and maintain each fire station with non-food house fund items: TV purchase and repair, the San Jose Mercury News,and the San Francisco Chronicle to be selected on an annual basis. Kitchen cooking utensils, small kitchen appliances and other specific items to be determined by mutual agreement of the parties will be purchased from the station house fund. The Fire Fighters agree to maintain the voter registration program. ARTICLE XXXVIII -PARKING Section 1.Entitlements.Employees in represented classes assigned to Civic Center or adjacent work locations shall be entitled to free parking in the Civic Center Garage, or a commute incentive which will be subject to meet and confer. Employees hired after July 1, 1994, may initially receive a parking permit for another downtown lot, subject to availability of space at the Civic Center Garage. Light duty employees assigned to the Civic Center will receive Civic Center parking temporary permits for the duration of the light duty assignment. ARTICLE XXXIX-GRIEVANCES The City and the Union agree to establish a grievance procedure as follows: 1.Definition: A grievance is any complaint or dispute regarding the application of interpretation of this Memorandum of Understanding, rules, regulations, policies or procedures relating to wages, hours or other terms and conditions of employment. 2.Any non-probationary employee represented by the Union may file and process a grievance. Such aggrieved employees may be represented by the Union or may represent themselves in preparing and presenting their grievance at any level of - 36 review. The Union may file a grievance when a Union right not directly related to an individual employee becomes subject to dispute. 3.Any retroactivity on monetary grievances shall be limited to the date of occurrence, except in no case will retroactivity be granted prior to three months before the grievance was filed in writing. 4.Written grievances shall be submitted on forms provided by the City or on forms which are mutually agreeable to the City and the Union. The Union shall deliver a copy of a written grievance to the Human Resources Department Director on the same date that it is first filed with another City representative under the provisions of the below grievance procedure. 5.The time limits specified in this section may be extended by mutual agreement in writing of the aggrieved employee or Union and the reviewer concerned. Should a decision not be rendered within a stipulated time limit, the aggrieved employee may immediately appeal to the next step. The grievance will be considered settled if the decision of any step is not appealed within the specified time limit. 6.If a grievance is related to a promotional process to positions within the representation unit, Step I shall be directed to the Deputy Fire Chief (or Fire Marshal for FPB positions). 7.Step I. The aggrieved employee will first attempt to resolve the grievance through informal discussions with the immediate supervisor by the end of the seventh calendar day following the discovery of the incident upon which the grievance is based. Every attempt will be made to settle the issue at this level. Step II. If the grievance is not resolved through informal discussion, it may be submitted in writing to the Battalion Chief (Deputy Fire Chief for Captain grievances) within seven calendar days of the informal discussion. The Battalion Chief/Assistant Fire Chief will have seven calendar days from receipt of the grievance to review the matter and prepare a written response. If the grievance is denied, the response shall contain the reasons therefore. Step III. If the grievance is not resolved in Step II, it may be submitted in writing to the Fire Chief within seven calendar days of receipt of the Battalion Chief's/ Deputy Fire Chief's written response. The Fire Chief will have seven calendar days from receipt of the grievance to review the matter and prepare a written response. If the grievance is denied, the response shall contain the reasons therefore. Step IV. If the grievance is not resolved in Step III, the aggrieved employee may submit the grievance to the City Manager for final determination or to binding grievance arbitration. All Step IV appeals must be filed in writing at the Human Resources Department Office within seven working days of receipt of the Fire - 37 Chief's response under Step III. All hearings before the City Manager shall be pursuant to the rules and regulations set forth in the City of Palo Alto Merit Rules and Regulations. Hearings before an arbitrator will be as set forth below. In the event the aggrieved employee decides to proceed to arbitration, he/she shall select jointly with the Director of Human Resources an arbitrator. If the parties are unable to agree on an arbitrator, they shall jointly request a panel of five qualified and experienced arbitrators from the State Conciliation Service. Upon receipt of the list of arbitrators, the names shall be alternately struck until one name remains who shall serve as arbitrator. The arbitrator shall be jointly contacted by the parties. The arbitrator shall have jurisdiction and authority only to interpret, apply, or determine compliance with the provisions of the Memorandum of Agreement and such Merit System rules, regulations, policies, procedures, City ordinances or regulations relating to terms or conditions of employment, wages or fringe benefits, as may hereafter be in effect in the City insofar as may be necessary to the determination of grievances appealed to the arbitrator. The arbitrator shall be without power to make any decision: a.Regarding matters of interest. b.Contrary to, or inconsistent with or modifying in any way, the terms of this Memorandum of Agreement. c.Granting any wage increases or decreases. d.Granting pay or benefits for any period of time prior to the execution date of this Memorandum of Agreement. Where either party seeks arbitration and the other party claims the matter is not subject to the arbitration provisions of the Memorandum of Agreement, the issue of arbitrability shall first be decided by the arbitrator using the standards and criteria set forth in this Memorandum of Agreement. The arbitrator shall be without authority to require the City to delegate or relinquish any powers which by State law or City Charter the City cannot delegate or relinquish. Copies of the arbitrator's decision shall be submitted to the City and the aggrieved employee. All direct costs emanating from the arbitration procedure shall be shared equally by the City and the aggrieved employee or the Union. It is further agreed that the provisions of this section shall be incorporated as part of Chapter 11 of the City of Palo Alto Merit System Rules and Regulations. Existing procedures set forth in Chapter 11, to the extent they are inconsistent with the provisions contained herein, are superseded. ARTICLE XL-SAFETY COMMITTEE - 38 Section 1.Committee A Safety Committee comprised of four representation unit members appointed by the Union, and at least two members of Management, will continue to meet. The Committee may make safety recommendations to the Fire Chief regarding equipment, vehicles and apparatus and may review all accidents involving represented personnel. Management shall inform the Safety Committee of all accidents involving injuries to represented personnel. ARTICLE XLI –MISCELLANEOUS Section 1. T-Shirts. The City will issue four T-shirts to each uniformed employee each July These T-shirts are for use on duty only and will be maintained by the employee. Section 2. Removal of Disciplinary Actions.Records of disciplinary actions shall be removed from the personnel file of a representation unit employee upon written request by the employee after a period of three years, or sooner if mutually agreed by the Fire Chief and the employee. ARTICLE XLII -FULL UNDERSTANDING Section 1. Full and Entire Understanding.The Memorandum of Agreement contains the full and entire understanding of the parties regarding the matters set forth herein. Section 2. Fair Labor Standards Act.Compensatory time off with Management approval may be used as an alternative to overtime compensation only within the 27- day work period within which the overtime is worked. Section 3. Severability. Should any of the provisions herein contained be rendered or declared invalid by reason of any existing State or Federal legislation or by reason of State or U.S. Supreme Court ruling, such invalidation of such part or portion of this Memorandum of Agreement shall not invalidate the remaining portions hereof, and they shall remain in full force and effect, insofar as such remaining portions are severable. Section 4. Good Faith.It is the intent of the parties that ordinances, resolutions, rules and regulations enacted pursuant to this Memorandum of Understanding be administered and observed in good faith. Section 5.Merit System Rules and Regulations.During the term of this Memorandum of Agreement, Management may propose certain changes in the City Merit System Rules and Regulations. With regard to such changes which pertain to the representation unit, the parties agree to review, and upon request, meet and confer regarding the changes. - 39 Section 6. Station Consolidation or Relocation . During the term of this agreement, at management request, the parties agree to meet and confer with regard to issues pertaining to fire station consolidation or relocation. Section 7. Meet and Confer. Nothing in this agreement shall preclude the parties from mutually agreeing to meet and confer on any subject within the scope of representation during the term of this agreement. ARTICLE XLII -DURATION This Memorandum of Agreement shall become effective July 1, 2006 upon adoption by the City Council and remain effectivefor the period of July 1, 2010 through until June 30,2010 2014. EXECUTED: FOR:FOR: INTERNATIONAL ASSOCIATION CITY OF PALO ALTO OF FIRE FIGHTERS Anthony Spitaleri, President Local 1319 James Keene, City Manager Brian Baggott,Captain EMT Sandra Blanch, Interim Human Resources Director Barry Marchisio, Captain EMT Dennis Burns, Director, Public Safety Mike Espeland, Operator Paramedic EMT Roger Bloom, Deputy, Chief of Fire Department Dave Shum, Inspector EMTBrent White, Firefighter/Paramedic Joe Saccio, Deputy Director Administrative Services Patrick Morris, Captain EMTJesus Zuniga, Firefighter/EMT Darrell Murray, Chief Spokesperson (I.E.D.A.) Tanya August Firefighter EMTRyan Stoddard, Apparatus Operator/EMT Marcie Scott, Acting Asst. Human Resources Director -Labor Relations SHIFT Class No Grade Title Step 1 Step 2 Step 3 Step 4 Step 5 Approx. Annual Approx. Monthly 601 601 FIRE APPARATUS OP 25.14 26.47 27.86 29.33 30.87 64,210 5,351 602 602 FIRE CAPTAIN 29.84 31.41 33.06 34.80 36.63 76,201 6,350 603 603 FIRE INSPECTOR 30.68 32.29 33.99 35.78 37.66 78,342 6,528 604 604 FIRE FIGHTER 23.52 24.76 26.06 27.43 28.88 60,064 5,005 606 606 OPER PARAMEDIC-12.5 28.29 29.78 31.34 32.99 34.73 72,237 6,020 608 608 CAPTAIN PARAMEDIC-12.5 33.57 35.34 37.20 39.15 41.21 85,726 7,144 610 610 INSPCTR PARAMDC-12.5 33.86 35.64 37.51 39.49 41.57 86,456 7,205 676 676 F FIGHTR PARAMEDC-12.5 26.46 27.85 29.32 30.86 32.49 67,572 5,631 677 677 HAZ MAT SPEC 32.25 33.94 35.73 37.61 39.59 82,348 6,862 678 678 HAZ MAT INSPECTOR 30.68 32.29 33.99 35.78 37.66 78,342 6,528 680 680 FIRE FIGHTER HAZ MAT 24.70 26.00 27.36 28.80 30.32 63,067 5,256 681 681 FIRE APPR OP HAZ MAT 26.40 27.79 29.25 30.79 32.41 67,421 5,618 682 682 FIRE CAPTAIN HAZ MAT 31.33 32.98 34.72 36.54 38.47 80,011 6,668 683 683 FIRE FIGHTER EMT 24.23 25.50 26.84 28.26 29.74 61,866 5,155 684 684 FIRE FGHTR HZ MT EMT 25.40 26.74 28.15 29.63 31.19 64,869 5,406 685 685 FIRE APPARATUS OP EMT 25.90 27.26 28.70 30.21 31.80 66,137 5,511 686 686 FIRE AP OP HZ MT EMT 27.16 28.58 30.09 31.67 33.34 69,347 5,779 687 687 FIRE CAPTAIN EMT 30.73 32.35 34.05 35.85 37.73 78,487 6,541 688 688 FIRE CAP HAZ MAT EMT 32.23 33.92 35.71 37.59 39.57 82,297 6,858 689 689 FIRE INSPECTOR EMT 31.60 33.26 35.01 36.85 38.79 80,692 6,724 691 691 F FGH PRDMD-12.5 EMT 27.17 28.60 30.10 31.69 33.35 69,374 5,781 693 693 OPR PRMDC-12.5 EMT 29.04 30.57 32.18 33.87 35.66 74,163 6,180 695 695 CAPT PRMDC-12.5 EMT 34.46 36.28 38.19 40.20 42.31 88,012 7,334 696 696 HAZ MAT SPEC EMT 33.21 34.96 36.80 38.74 40.78 84,818 7,068 NON-SHIFT Class No Grade Title Step 1 Step 2 Step 3 Step 4 Step 5 Approx. Annual Approx. Monthly 634 R01 FIRE APPARATUS OP 35.20 37.05 39.00 41.06 43.22 89,895 7,491 635 R02 FIRE CAPTAIN 41.78 43.97 46.29 48.72 51.29 106,681 8,890 636 R03 FIRE INSPECTOR 42.95 45.21 47.59 50.09 52.73 109,679 9,140 637 R04 FIRE FIGHTER 32.93 34.66 36.49 38.41 40.43 84,089 7,007 638 R06 OPER PARAMEDIC-12.5 39.60 41.69 43.88 46.19 48.62 101,131 8,428 639 R08 CAPTAIN PARAMEDIC-12.5 47.00 49.47 52.07 54.82 57.70 120,016 10,001 641 R10 INSPCTR PARAMDC-12.5 47.40 49.89 52.52 55.28 58.19 121,038 10,087 642 R30 40-HR TRAINING CAPTAIN 43.86 46.17 48.60 51.16 53.85 112,015 9,335 643 R40 40-HR TRAINING CAPTAIN EMT 45.18 47.56 50.06 52.70 55.47 115,375 9,615 644 R76 F FIGHTR PARAMEDC-12.5 37.04 38.99 41.05 43.21 45.48 94,600 7,883 645 R77 HAZ MAT SPEC 45.15 47.52 50.02 52.65 55.43 115,287 9,607 646 R78 HAZ MAT INSPECTOR 42.95 45.21 47.59 50.09 52.73 109,679 9,140 647 R80 FIRE FIGHTER HAZ MAT 34.57 36.39 38.31 40.33 42.45 88,294 7,358 650 R81 FIRE APPR OP HAZ MAT 36.96 38.91 40.95 43.11 45.38 94,389 7,866 648 R82 FIRE CAPTAIN HAZ MAT 43.86 46.17 48.60 51.16 53.85 112,015 9,335 649 R83 FIRE FIGHTER EMT 33.92 35.70 37.58 39.56 41.64 86,612 7,218 651 R84 FIRE FGHTR HZ MT EMT 35.56 37.43 39.40 41.48 43.66 90,816 7,568 652 R85 FIRE APPARATUS OP EMT 36.26 38.17 40.17 42.29 44.52 92,591 7,716 653 R86 FIRE AP OP HZ MT EMT 38.02 40.02 42.13 44.34 46.68 97,086 8,091 655 R87 FIRE CAPTAIN EMT 43.03 45.29 47.68 50.19 52.83 109,881 9,157 654 R88 FIRE CAP HAZ MAT EMT 45.12 47.49 49.99 52.62 55.39 115,215 9,601 656 R89 FIRE INSPECTOR EMT 44.24 46.57 49.02 51.60 54.31 112,969 9,414 657 R91 F FGH PRDMD-12.5 EMT 38.03 40.03 42.14 44.36 46.69 97,123 8,094 Salary Spreadsheet 2011 IAFF Compensation Plan To arrive at the 56-hour rate, multiply the 5th step rate by 1.4 and then by 2080 or multiply the 5th step by 2912 Effective Oct. 22, 2011 - 9%decrease 658 R93 OPR PRMDC-12.5 EMT 40.66 42.80 45.05 47.42 49.92 103,828 8,652 697 R95 CAPT PRMDC-12.5 EMT 48.25 50.79 53.46 56.28 59.24 123,217 10,268 659 R96 HAZ MAT SPEC EMT 46.50 48.95 51.52 54.23 57.09 118,745 9,895 SHIFT Class No Grade Title Step 1 Step 2 Step 3 Step 4 Step 5 Approx. Annual Approx. Monthly 601 601 FIRE APPARATUS OP 25.14 26.47 27.86 29.33 30.87 64,210 5,351 602 602 FIRE CAPTAIN 29.84 31.41 33.06 34.80 36.63 76,201 6,350 603 603 FIRE INSPECTOR 30.68 32.29 33.99 35.78 37.66 78,342 6,528 604 604 FIRE FIGHTER 23.52 24.76 26.06 27.43 28.88 60,064 5,005 606 606 OPER PARAMEDIC-12.5 28.29 29.78 31.34 32.99 34.73 72,237 6,020 608 608 CAPTAIN PARAMEDIC-12.5 33.57 35.34 37.20 39.15 41.21 85,726 7,144 610 610 INSPCTR PARAMDC-12.5 33.86 35.64 37.51 39.49 41.57 86,456 7,205 676 676 F FIGHTR PARAMEDC-12.5 26.46 27.85 29.32 30.86 32.49 67,572 5,631 677 677 HAZ MAT SPEC 32.25 33.94 35.73 37.61 39.59 82,348 6,862 678 678 HAZ MAT INSPECTOR 30.68 32.29 33.99 35.78 37.66 78,342 6,528 680 680 FIRE FIGHTER HAZ MAT 24.70 26.00 27.36 28.80 30.32 63,067 5,256 681 681 FIRE APPR OP HAZ MAT 26.40 27.79 29.25 30.79 32.41 67,421 5,618 682 682 FIRE CAPTAIN HAZ MAT 31.33 32.98 34.72 36.54 38.47 80,011 6,668 683 683 FIRE FIGHTER EMT 24.23 25.50 26.84 28.26 29.74 61,866 5,155 684 684 FIRE FGHTR HZ MT EMT 25.40 26.74 28.15 29.63 31.19 64,869 5,406 685 685 FIRE APPARATUS OP EMT 25.90 27.26 28.70 30.21 31.80 66,137 5,511 686 686 FIRE AP OP HZ MT EMT 27.16 28.58 30.09 31.67 33.34 69,347 5,779 687 687 FIRE CAPTAIN EMT 30.73 32.35 34.05 35.85 37.73 78,487 6,541 688 688 FIRE CAP HAZ MAT EMT 32.23 33.92 35.71 37.59 39.57 82,297 6,858 689 689 FIRE INSPECTOR EMT 31.60 33.26 35.01 36.85 38.79 80,692 6,724 691 691 F FGH PRDMD-12.5 EMT 27.17 28.60 30.10 31.69 33.35 69,374 5,781 693 693 OPR PRMDC-12.5 EMT 29.04 30.57 32.18 33.87 35.66 74,163 6,180 695 695 CAPT PRMDC-12.5 EMT 34.46 36.28 38.19 40.20 42.31 88,012 7,334 696 696 HAZ MAT SPEC EMT 33.21 34.96 36.80 38.74 40.78 84,818 7,068 NON-SHIFT Class No Grade Title Step 1 Step 2 Step 3 Step 4 Step 5 Approx. Annual Approx. Monthly 634 R01 FIRE APPARATUS OP 35.20 37.05 39.00 41.06 43.22 89,895 7,491 635 R02 FIRE CAPTAIN 41.78 43.97 46.29 48.72 51.29 106,681 8,890 636 R03 FIRE INSPECTOR 42.95 45.21 47.59 50.09 52.73 109,679 9,140 637 R04 FIRE FIGHTER 32.93 34.66 36.49 38.41 40.43 84,089 7,007 638 R06 OPER PARAMEDIC-12.5 39.60 41.69 43.88 46.19 48.62 101,131 8,428 639 R08 CAPTAIN PARAMEDIC-12.5 47.00 49.47 52.07 54.82 57.70 120,016 10,001 641 R10 INSPCTR PARAMDC-12.5 47.40 49.89 52.52 55.28 58.19 121,038 10,087 642 R30 40-HR TRAINING CAPTAIN 43.86 46.17 48.60 51.16 53.85 112,015 9,335 643 R40 40-HR TRAINING CAPTAIN EMT 45.18 47.56 50.06 52.70 55.47 115,375 9,615 644 R76 F FIGHTR PARAMEDC-12.5 37.04 38.99 41.05 43.21 45.48 94,600 7,883 645 R77 HAZ MAT SPEC 45.15 47.52 50.02 52.65 55.43 115,287 9,607 646 R78 HAZ MAT INSPECTOR 42.95 45.21 47.59 50.09 52.73 109,679 9,140 647 R80 FIRE FIGHTER HAZ MAT 34.57 36.39 38.31 40.33 42.45 88,294 7,358 650 R81 FIRE APPR OP HAZ MAT 36.96 38.91 40.95 43.11 45.38 94,389 7,866 648 R82 FIRE CAPTAIN HAZ MAT 43.86 46.17 48.60 51.16 53.85 112,015 9,335 649 R83 FIRE FIGHTER EMT 33.92 35.70 37.58 39.56 41.64 86,612 7,218 651 R84 FIRE FGHTR HZ MT EMT 35.56 37.43 39.40 41.48 43.66 90,816 7,568 652 R85 FIRE APPARATUS OP EMT 36.26 38.17 40.17 42.29 44.52 92,591 7,716 653 R86 FIRE AP OP HZ MT EMT 38.02 40.02 42.13 44.34 46.68 97,086 8,091 655 R87 FIRE CAPTAIN EMT 43.03 45.29 47.68 50.19 52.83 109,881 9,157 654 R88 FIRE CAP HAZ MAT EMT 45.12 47.49 49.99 52.62 55.39 115,215 9,601 656 R89 FIRE INSPECTOR EMT 44.24 46.57 49.02 51.60 54.31 112,969 9,414 657 R91 F FGH PRDMD-12.5 EMT 38.03 40.03 42.14 44.36 46.69 97,123 8,094 To arrive at the 56-hour rate, multiply the 5th step rate by 1.4 and then by 2080 or multiply the 5th step by 2912 Effective Jul. 1, 2012 Salary Spreadsheet 2012 IAFF Compensation Plan 658 R93 OPR PRMDC-12.5 EMT 40.66 42.80 45.05 47.42 49.92 103,828 8,652 697 R95 CAPT PRMDC-12.5 EMT 48.25 50.79 53.46 56.28 59.24 123,217 10,268 659 R96 HAZ MAT SPEC EMT 46.50 48.95 51.52 54.23 57.09 118,745 9,895 SHIFT Class No Grade Title Step 1 Step 2 Step 3 Step 4 Step 5 Approx. Annual Approx. Monthly 601 601 FIRE APPARATUS OP 25.14 26.47 27.86 29.33 30.87 64,210 5,351 602 602 FIRE CAPTAIN 29.84 31.41 33.06 34.80 36.63 76,201 6,350 603 603 FIRE INSPECTOR 30.68 32.29 33.99 35.78 37.66 78,342 6,528 604 604 FIRE FIGHTER 23.52 24.76 26.06 27.43 28.88 60,064 5,005 606 606 OPER PARAMEDIC-12.5 28.29 29.78 31.34 32.99 34.73 72,237 6,020 608 608 CAPTAIN PARAMEDIC-12.5 33.57 35.34 37.20 39.15 41.21 85,726 7,144 610 610 INSPCTR PARAMDC-12.5 33.86 35.64 37.51 39.49 41.57 86,456 7,205 676 676 F FIGHTR PARAMEDC-12.5 26.46 27.85 29.32 30.86 32.49 67,572 5,631 677 677 HAZ MAT SPEC 32.25 33.94 35.73 37.61 39.59 82,348 6,862 678 678 HAZ MAT INSPECTOR 30.68 32.29 33.99 35.78 37.66 78,342 6,528 680 680 FIRE FIGHTER HAZ MAT 24.70 26.00 27.36 28.80 30.32 63,067 5,256 681 681 FIRE APPR OP HAZ MAT 26.40 27.79 29.25 30.79 32.41 67,421 5,618 682 682 FIRE CAPTAIN HAZ MAT 31.33 32.98 34.72 36.54 38.47 80,011 6,668 683 683 FIRE FIGHTER EMT 24.23 25.50 26.84 28.26 29.74 61,866 5,155 684 684 FIRE FGHTR HZ MT EMT 25.40 26.74 28.15 29.63 31.19 64,869 5,406 685 685 FIRE APPARATUS OP EMT 25.90 27.26 28.70 30.21 31.80 66,137 5,511 686 686 FIRE AP OP HZ MT EMT 27.16 28.58 30.09 31.67 33.34 69,347 5,779 687 687 FIRE CAPTAIN EMT 30.73 32.35 34.05 35.85 37.73 78,487 6,541 688 688 FIRE CAP HAZ MAT EMT 32.23 33.92 35.71 37.59 39.57 82,297 6,858 689 689 FIRE INSPECTOR EMT 31.60 33.26 35.01 36.85 38.79 80,692 6,724 691 691 F FGH PRDMD-12.5 EMT 27.17 28.60 30.10 31.69 33.35 69,374 5,781 693 693 OPR PRMDC-12.5 EMT 29.04 30.57 32.18 33.87 35.66 74,163 6,180 695 695 CAPT PRMDC-12.5 EMT 34.46 36.28 38.19 40.20 42.31 88,012 7,334 696 696 HAZ MAT SPEC EMT 33.21 34.96 36.80 38.74 40.78 84,818 7,068 NON-SHIFT Class No Grade Title Step 1 Step 2 Step 3 Step 4 Step 5 Approx. Annual Approx. Monthly 634 R01 FIRE APPARATUS OP 35.20 37.05 39.00 41.06 43.22 89,895 7,491 635 R02 FIRE CAPTAIN 41.78 43.97 46.29 48.72 51.29 106,681 8,890 636 R03 FIRE INSPECTOR 42.95 45.21 47.59 50.09 52.73 109,679 9,140 637 R04 FIRE FIGHTER 32.93 34.66 36.49 38.41 40.43 84,089 7,007 638 R06 OPER PARAMEDIC-12.5 39.60 41.69 43.88 46.19 48.62 101,131 8,428 639 R08 CAPTAIN PARAMEDIC-12.5 47.00 49.47 52.07 54.82 57.70 120,016 10,001 641 R10 INSPCTR PARAMDC-12.5 47.40 49.89 52.52 55.28 58.19 121,038 10,087 642 R30 40-HR TRAINING CAPTAIN 43.86 46.17 48.60 51.16 53.85 112,015 9,335 643 R40 40-HR TRAINING CAPTAIN EMT 45.18 47.56 50.06 52.70 55.47 115,375 9,615 644 R76 F FIGHTR PARAMEDC-12.5 37.04 38.99 41.05 43.21 45.48 94,600 7,883 645 R77 HAZ MAT SPEC 45.15 47.52 50.02 52.65 55.43 115,287 9,607 646 R78 HAZ MAT INSPECTOR 42.95 45.21 47.59 50.09 52.73 109,679 9,140 647 R80 FIRE FIGHTER HAZ MAT 34.57 36.39 38.31 40.33 42.45 88,294 7,358 650 R81 FIRE APPR OP HAZ MAT 36.96 38.91 40.95 43.11 45.38 94,389 7,866 648 R82 FIRE CAPTAIN HAZ MAT 43.86 46.17 48.60 51.16 53.85 112,015 9,335 649 R83 FIRE FIGHTER EMT 33.92 35.70 37.58 39.56 41.64 86,612 7,218 651 R84 FIRE FGHTR HZ MT EMT 35.56 37.43 39.40 41.48 43.66 90,816 7,568 652 R85 FIRE APPARATUS OP EMT 36.26 38.17 40.17 42.29 44.52 92,591 7,716 653 R86 FIRE AP OP HZ MT EMT 38.02 40.02 42.13 44.34 46.68 97,086 8,091 655 R87 FIRE CAPTAIN EMT 43.03 45.29 47.68 50.19 52.83 109,881 9,157 654 R88 FIRE CAP HAZ MAT EMT 45.12 47.49 49.99 52.62 55.39 115,215 9,601 656 R89 FIRE INSPECTOR EMT 44.24 46.57 49.02 51.60 54.31 112,969 9,414 657 R91 F FGH PRDMD-12.5 EMT 38.03 40.03 42.14 44.36 46.69 97,123 8,094 Salary Spreadsheet 2013 IAFF Compensation Plan To arrive at the 56-hour rate, multiply the 5th step rate by 1.4 and then by 2080 or multiply the 5th step by 2912 Effective Jul. 1, 2013 658 R93 OPR PRMDC-12.5 EMT 40.66 42.80 45.05 47.42 49.92 103,828 8,652 697 R95 CAPT PRMDC-12.5 EMT 48.25 50.79 53.46 56.28 59.24 123,217 10,268 659 R96 HAZ MAT SPEC EMT 46.50 48.95 51.52 54.23 57.09 118,745 9,895 SHIFT Class No Grade Title Step 1 Step 2 Step 3 Step 4 Step 5 Approx. Annual Approx. Monthly 601 601 FIRE APPARATUS OP 25.65 27.00 28.42 29.91 31.49 65,494 5,458 602 602 FIRE CAPTAIN 30.43 32.03 33.72 35.49 37.36 77,714 6,476 603 603 FIRE INSPECTOR 31.29 32.94 34.67 36.50 38.42 79,909 6,659 604 604 FIRE FIGHTER 23.99 25.25 26.58 27.98 29.45 61,265 5,105 606 606 OPER PARAMEDIC-12.5 28.85 30.37 31.97 33.65 35.42 73,681 6,140 608 608 CAPTAIN PARAMEDIC-12.5 34.24 36.04 37.94 39.94 42.04 87,440 7,287 610 610 INSPCTR PARAMDC-12.5 34.53 36.35 38.26 40.28 42.40 88,185 7,349 676 676 F FIGHTR PARAMEDC-12.5 26.99 28.41 29.91 31.48 33.14 68,923 5,744 677 677 HAZ MAT SPEC 32.89 34.62 36.44 38.36 40.38 83,995 7,000 678 678 HAZ MAT INSPECTOR 31.29 32.94 34.67 36.50 38.42 79,909 6,659 680 680 FIRE FIGHTER HAZ MAT 25.19 26.52 27.91 29.38 30.93 64,328 5,361 681 681 FIRE APPR OP HAZ MAT 26.93 28.35 29.84 31.41 33.06 68,769 5,731 682 682 FIRE CAPTAIN HAZ MAT 31.96 33.64 35.41 37.27 39.24 81,611 6,801 683 683 FIRE FIGHTER EMT 24.71 26.01 27.38 28.82 30.34 63,103 5,259 684 684 FIRE FGHTR HZ MT EMT 25.91 27.27 28.71 30.22 31.81 66,166 5,514 685 685 FIRE APPARATUS OP EMT 26.42 27.81 29.27 30.81 32.43 67,459 5,622 686 686 FIRE AP OP HZ MT EMT 27.70 29.16 30.69 32.31 34.01 70,734 5,895 687 687 FIRE CAPTAIN EMT 31.35 33.00 34.74 36.56 38.49 80,056 6,671 688 688 FIRE CAP HAZ MAT EMT 32.87 34.60 36.42 38.34 40.36 83,943 6,995 689 689 FIRE INSPECTOR EMT 32.23 33.93 35.71 37.59 39.57 82,306 6,859 691 691 F FGH PRDMD-12.5 EMT 27.71 29.17 30.70 32.32 34.02 70,761 5,897 693 693 OPR PRMDC-12.5 EMT 29.62 31.18 32.82 34.55 36.37 75,646 6,304 695 695 CAPT PRMDC-12.5 EMT 35.15 37.00 38.95 41.00 43.16 89,772 7,481 696 696 HAZ MAT SPEC EMT 33.88 35.66 37.54 39.51 41.59 86,514 7,210 NON-SHIFT Class No Grade Title Step 1 Step 2 Step 3 Step 4 Step 5 Approx. Annual Approx. Monthly 634 R01 FIRE APPARATUS OP 35.91 37.80 39.78 41.88 44.08 91,692 7,641 635 R02 FIRE CAPTAIN 42.61 44.85 47.21 49.70 52.31 108,815 9,068 636 R03 FIRE INSPECTOR 43.81 46.11 48.54 51.10 53.78 111,872 9,323 637 R04 FIRE FIGHTER 33.59 35.35 37.22 39.17 41.24 85,771 7,148 638 R06 OPER PARAMEDIC-12.5 40.39 42.52 44.76 47.11 49.59 103,154 8,596 639 R08 CAPTAIN PARAMEDIC-12.5 47.94 50.46 53.12 55.91 58.85 122,416 10,201 641 R10 INSPCTR PARAMDC-12.5 48.35 50.89 53.57 56.39 59.36 123,459 10,288 642 R30 40-HR TRAINING CAPTAIN 44.74 47.10 49.57 52.18 54.93 114,255 9,521 643 R40 40-HR TRAINING CAPTAIN EMT 46.08 48.51 51.06 53.75 56.58 117,683 9,807 644 R76 F FIGHTR PARAMEDC-12.5 37.79 39.77 41.87 44.07 46.39 96,492 8,041 645 R77 HAZ MAT SPEC 46.05 48.47 51.02 53.71 56.53 117,592 9,799 646 R78 HAZ MAT INSPECTOR 43.81 46.11 48.54 51.10 53.78 111,872 9,323 647 R80 FIRE FIGHTER HAZ MAT 35.27 37.12 39.08 41.13 43.30 90,060 7,505 650 R81 FIRE APPR OP HAZ MAT 37.70 39.69 41.77 43.97 46.29 96,277 8,023 648 R82 FIRE CAPTAIN HAZ MAT 44.74 47.10 49.57 52.18 54.93 114,255 9,521 649 R83 FIRE FIGHTER EMT 34.59 36.42 38.33 40.35 42.47 88,344 7,362 651 R84 FIRE FGHTR HZ MT EMT 36.27 38.18 40.19 42.31 44.53 92,633 7,719 652 R85 FIRE APPARATUS OP EMT 36.98 38.93 40.98 43.14 45.41 94,443 7,870 653 R86 FIRE AP OP HZ MT EMT 38.78 40.82 42.97 45.23 47.61 99,028 8,252 655 R87 FIRE CAPTAIN EMT 43.89 46.20 48.63 51.19 53.88 112,079 9,340 654 R88 FIRE CAP HAZ MAT EMT 46.02 48.44 50.99 53.67 56.50 117,520 9,793 656 R89 FIRE INSPECTOR EMT 45.12 47.50 50.00 52.63 55.40 115,228 9,602 657 R91 F FGH PRDMD-12.5 EMT 38.79 40.83 42.98 45.25 47.63 99,066 8,255 To arrive at the 56-hour rate, multiply the 5th step rate by 1.4 and then by 2080 or multiply the 5th step by 2912 Effective Jun. 28, 2014 - 2%increase Salary Spreadsheet 2014 IAFF Compensation Plan 658 R93 OPR PRMDC-12.5 EMT 41.47 43.65 45.95 48.37 50.92 105,905 8,825 697 R95 CAPT PRMDC-12.5 EMT 49.22 51.81 54.53 57.40 60.42 125,681 10,473 659 R96 HAZ MAT SPEC EMT 47.43 49.93 52.55 55.32 58.23 121,120 10,093 City of Palo Alto (ID # 2068) City Council Staff Report Report Type: Action ItemsMeeting Date: 10/17/2011 October 17, 2011 Page 1 of 4 (ID # 2068) Council Priority: Land Use and Transportation Planning Summary Title: Te ntative Map-525 San Antonio Title: PUBLIC HEARING: Approval of a Mitigated Negative Declaration, Tentative Map and Record of Land Use Action to Subdivide a 2.64 Acre Site Into 10 Single Family Lots Located at 525 San Antonio Avenue From:City Manager Lead Department: Planning and Community Environment Recommendation Staff and the Planning and Transportation Commission (P&TC) recommend that the City Council approve the Mitigated Negative Declaration and a Tentative Map application to subdivide the 2.64 acre site consisting of two parcels zoned R-1 (8,000) into 10 single family lots, subject to the findings and conditions of approval contained in the Record of Land Use Action (Attachment A). Executive Summary This report conveys to the City Council the recommendation of the Planning and Transportation Commission (P&TC) and staff to approve the Tentative Map application submitted by SummerHill Homes to subdivide the existing 2.64-acre parcel into 10 single-family lots. Access to the lots would be from San Antonio Road (from the frontage road) by way of a new public cul-de-sac constructed on the project site. Each lot would include a single family home and related parking, but home designs are not yet proposed. Background The project site is 525 San Antonio Avenue, a 2.64 acre site consisting of two parcels (147-08- 047 & 1487-08-046) zoned R-1 (8,000) (Single Family Residential) and regulated by the Palo Alto Municipal Code (PAMC) Chapter 18.12, requiring a minimum residential lot size of 8,000 square feet. The subject property was most recently used for a privately operated non-profit child care center and a preschool called Peninsula Day Care Center, which closed in June after approximately 35 years of operation.Attachment C is a site location map showing existing zoning of the site and surrounding sites. The subject site is located in a transitional zone in terms of surrounding uses and zoning designation and is surrounded on three sides by developed land. The site is designated as Single Family Residential on the Palo Alto 1998-2010 Comprehensive Plan Land Use and Circulation Map. This land use classification includes one October 17, 2011 Page 2 of 4 (ID # 2068) dwelling on each lot at a density of 1-7 units per acre. The applicant’s project description is included as Attachment B. Commission Review and Recommendations The Planning and Transportation Commission (P&TC) considered the proposed project at a public hearing on September 14, 2011. The P&TC staff report is provided as Attachment D. The P&TC recommended approval of the project, by a vote of 6 -0 (Commissioner Keller absent). The P&TC meeting minutes are provided as Attachment E. Discussion The Record of Land Use Action (Attachment A) outlines the findings in support of the subdivision approval and conditions of approval, as recommended by the P&TC. Based on the site’s existing Comprehensive Plan designation, the 2.64 acre site could accommodate a maximum of 18 single family residences. The proposed 10 single family lots would be consistent with the Comprehensive Plan’s maximum density of 1-7 units per acre for single family residential uses. The parcels would range in size from 8,082 square feet to 10,928 square feet. All of the lots would comply with the minimum 8,000 sf lot size requirement for the R-1 (8000) zone designation and would not exceed the maximum lot size requirement of 15,999 square feet. Only one lot would be large enough to qualify for a second dwelling unit. A 32-foot wide public street (cul-de-sac) from the San Antonio Avenue frontage road would provide vehicular and pedestrian circulation, featuring a continuous sidewalk along the entire cul-de-sac and four on-street guest parking spaces along the eastern side of the street. The proposal indicates eleven additional on-street parking spaces along the San Antonio Avenue frontage road, and a pedestrian connection to a potential future pathway on the adjacent Greendell site. No specific architectural designs are proposed at this time; however, a conceptual site plan and development project description letter was provided as part of this application. Staff’s analysis includes a development concept for 10 single family residences with attached two car garages and full driveway aprons, where the residences would not exceed the 30’ maximum height limit. The Architectural Review Board (ARB) would review the applications for home development, using both the City’s Single Family Individual Review Guidelines for two story development and the ARB approval findings to ensure quality design. Any development project would be also required to comply with the standards for Leadership in Energy and Environmental Design for Neighborhood Development (LEED-ND) pilot program. The applicant proposes compliance with the City’s Below Market Rate (BMR) housing program (Comprehensive Plan Program H-36) through the payment of an in-lieu housing fee instead of providing the required 1.5 units (15% of 10 housing units) on the project site. A Below Market Rate (BMR) agreement is required to be executed prior to City Council action on a Final Map and will be recorded concurrently with the map. Palo Alto School District Property Acquisition October 17, 2011 Page 3 of 4 (ID # 2068) The Palo Alto School District (PAUSD) has recently agreed with the property owner to purchase the property, and it is staff’s understanding that the property is currently in escrow. The applicant, however, wishes to proceed with the approval of the tentative map in the event the purchase is not consummated. The status of the sale is not relevant to the Council’s action on the subdivision. Resource Impact The subdivision and redevelopment of the site will provide approximately $15,000 in property tax to the City annually (and considerably more to the PAUSD and the County). The daycare use was a nonprofit that did not pay property tax. The development of the property pursuant to the subdivision would be subject to citywide traffic impact fees and the San Antonio/West Bayshore traffic impact fee. Impact fees to address impacts on parks, community centers and libraries would also be required. Subdivision projects are subject to payment of parkland dedication fees, paid instead of park-in-lieu fees. [Note: If the PAUSD purchases the site, no property taxes or impact fees would be paid to the City.] Policy Implications The proposed Tentative Map is consistent with the Comprehensive Plan and the City’s Zoning Ordinance for R-1(8,000) Single Family Residential. Development on the parcels created would be subject to minimum interior side yard setbacks of 8 feet, as set forth in development standards for the R-1 (8,000) zone. Environmental Review This project is subject to the California Environmental Quality Act (CEQA) requirements. Staff completed an Initial Study and Mitigated Negative Declaration (Attachment F), for the Tentative Map. The document was made available for public review between August 23, 2011 and September 12, 2011, and no comments were received on the document. No mitigation measures were required and the MND was recommended for approval by the P&TC. Courtesy Copies Penny Ellson, Greenmeadow Homeowners Katia Kamanger, Summerhill Homes Srini Sankaran, Greendell Homeowners Attachments: ·Attachment A: Record of Land Use Action (DOC) ·Attachment B: Project Description Letter (DOCX) ·Attachment C: Site Location Map (PDF) ·Attachment D: September 14, 2011 Planning and Transportation Commission Staff Report (PDF) October 17, 2011 Page 4 of 4 (ID # 2068) ·Attachment E: September 14, 2011 Planning and Transportation Commission Minutes (PDF) ·Attachment F: Mitigated Negative Declaration (DOC) Prepared By:Jason Nortz, Planner Department Head:Curtis Williams, Director City Manager Approval: James Keene, City Manager ATTACHMENT A APPROVAL NO. 2011-08 RECORD OF THE COUNCIL OF THE CITY OF PALO ALTO LAND USE ACTION FOR 525 San Antonio Avenue: TENTATIVE MAP APPLICATION [FILE NO.11PLN-00203] (SUMMERHILL HOMES ON BEHALF OF A&D PROTOCOL TRANSPORTATIONS INC. On October 17, 2011, the City Council approved the Tentative Map application to subdivide the 2.64 acre site consisting of two parcels zoned R-1 (8,000) into 10 single family lots making the following findings, determination and declarations: SECTION 1. Background.The City Council of the City of Palo Alto (“City Council”) finds, determines, and declares as follows: A.On May 23, 2011,Katia Kamangar of SummerHill Homes, on behalf of A&D Protocol Transportations Inc., applied for a Tentative Map application to subdivide the 2.64 acre site consisting of two parcels zoned R-1 (8,000) into 10 single family lots. Each lot would include a single family home and two covered parking spaces. The lots would be accessed from San Antonio Road (from the frontage road) by way of a new public right-of-way (cul- de-sac) constructed on the project site. B.The subdivision would provide 10 single family residential lots ranging in size from 8,082 square feet to 10,928 square feet (only one lot would be large enough to qualify for a second dwelling unit). All of the lots would comply with the minimum 8,000 sf lot size requirement for the R-1 (8000) zone designation and would not exceed the maximum lot size requirement of 15,999 square feet. C.Following staff review, the Planning and Transportation Commission (Commission) reviewed and recommended approval of the Tentative Map on September 14, 2011. SECTION 2. Environmental Review. The City as the lead agency for The Project has determined that the project is subject to environmental review under provisions of the California Environmental Quality Act (CEQA) under Guideline section 15070, Decision to Prepare a Negative or Mitigated Negative Declaration. An Environmental Impact Assessment (EIA) was prepared for he Project and it has been determined that no potentially adverse impacts would result from the development that cannot be mitigated, therefore, the Project would have a less than significant impact on the environment. The Mitigated Negative Declaration was available for public review beginning August 23, 2011 through September 12, 2011. The Environmental Impact Assessment and Mitigated Negative Declaration are contained in CMR:_2068_ SECTION 3.TENTATIVE MAP FINDINGS A legislative body of a city shall deny approval of a Preliminary Parcel Map, if it makes any of the following findings (California Government Code Section 66474): 1.That the proposed map is not consistent with applicable general and specific plans as specified in Section 65451: This finding can not be made in the affirmative. The proposed subdivision is consistent with applicable Comprehensive Plan policies and programs and the design requirements of the Subdivision Ordinance, in that the project would be consistent with the Subdivision Ordinance (PAMC Section 21.20) and that the proposed subdivision is consistent with the Comprehensive Plan Land Use map designation of Single Family Residential, the properties R- 1(8,000) zoning and the design requirements of the Subdivision Ordinance (PAMC 21.20) and would be consistent with the following Comprehensive Plan policies: Policy H-1: Meet community and neighborhood needs as the supply of housing is increased, in that the project includes 10 residential units that will increase opportunities for housing in the area; 2.That the design or improvement of the proposed subdivision is not consistent with applicable general and specific plans: This finding can not be made in the affirmative. The site is physically suitable for the type of development proposed in that the proposed 10 single family units are within the density range allowed by existing zoning and compatible with the pattern and scale of neighboring development. There is no specific plan designated for the area; 3.That the site is not physically suitable for the type of development: This finding can not be made in the affirmative. The site can accommodate the proposed 10 single family units. The site is adjacent to other residential neighborhoods. The design of the single family subdivision will not cause significant environmental impacts in that an Environmental Assessment and a Mitigated Negative Declaration was prepared for the project. 4.That the site is not physically suitable for the proposed density of development: This finding can not be made in the affirmative. The subdivision would be consistent with the site development regulations of the R-1(8,000) zone district. The proposed density of 10 units is less than the allowable density of 18 units. The proposed density of development is not considered growth inducing with respect to service and utility infrastructure or with respect to access. The project will also have a less than significant impact on traffic demand. 5.That the design of the subdivision or the proposed improvements is likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat: The subdivision would not cause environmental damage or injure fish, wildlife, or their habitat. The project site is located in an established urban area with no riparian or tree habitat for the candidate, sensitive, or special status species in the area. No endangered, threatened, or rare animals, insects and plant species have been identified at this site. The project site is located in an established residential urban setting; 6.That the design of the subdivision or type of improvements is likely to cause serious public health problems: This finding can not be made in the affirmative. The subdivision of the existing parcels will not cause serious health problems. The resulting 10 unit single family development will not cause a public health problem in that it is designed to provide access for emergency services, will supply necessary utility services, such as sanitation, and is designed per City and State standards to ensure public safety; 7.That the design of the subdivision or the type of improvements will conflict with easements, acquired by the public at large, for access through or use of, property within the proposed subdivision. In this connection, the governing body may approve a map if it finds that alternate easements, for access or for use, will be provided, and that these will be substantially equivalent to ones previously acquired by the public.This subsection shall apply only to easements of record or to easements established by judgment of a court of competent jurisdiction and no authority is hereby granted to a legislative body to determine that the public at large has acquired easements for access through or use of property within the proposed subdivision. This finding can not be made in the affirmative. The subdivision of the existing parcels will not conflict with existing public easements. New utility easements and new public rights of way will be created and the plan is designed to incorporate a public access easement at the terminus of the public cul-de-sac, to accommodate a potential future pedestrian and bike path to Cubberly Community Center and Greendell Elementary. SECTION 5.Conditions of Approval. Public Works Engineering PRIOR TO SUBMITTAL OF FINAL MAP: 1.Subdivision Agreement is required to secure compliance with condition of approval and security of improvements onsite and offsite. No grading or building permits will be issued until Final or Parcel Map is recorded with County Recorder. 2.The applicant shall arrange a meeting with Public Works Engineering, Utilities Engineering, Planning, Fire, and Transportation Departments after approval of this map and prior to submitting the improvement plans. These improvement plans must be completed and approved by the City prior to submittal of a parcel or final map. 3.The project subdivision includes significant complexity involving, final map and coordination of infrastructure design and construction. Developer shall appoint a Project Manager to coordinate with City, Public Works and Utility, engineering staff. Public Works will conduct daily and longer term communication with appointed project manager in order to facilitate timely review and approval of design and construction matters. 4.All construction within the City right-of-way, easements or other property under City's jurisdiction shall conform to standard specifications of the Public Works and Utility Department. Sec. 12.08.060. 5.A street dedication is required as follows: Proposed new public street shall be shown on final map as dedicated to the City of Palo Alto. 6.The subdivider shall post a bond prior to the recording of the final parcel or subdivision map to guarantee the completion of the “on” and “off” site condition(s) of approval. The amount of the bond shall be determined by the Planning, Utilities and Public Works Departments. Public Works Trees 7.Public Works Trees would like street trees planted at least 12’ from driveway aprons and underground utilities (e.g. water, gas, electric, sewer) and planted 25-30’ on center. 8.Public Works Trees recommends clustering utility service lines and placing them near driveways to maximize the amount of growing space in the planter strip and minimize root damage to water or sewer lines. 9.Based on the tentative map, the City could locate utilities and comfortably plant two (2) trees in the planter strip between lots 2&3; two (2) trees between lots 4&5; one (1) between 5&6; two (2) between 7&8; and two (2) between 9&10, for a total of nine (9) street trees. Street tree species TBD. 10. Two (2) trees matching the street tree species should be placed at the corner of lots 1 and 10 to frame the entry of the neighborhood. 11. Driveway and utility service locations shall be shown on the landscape plans prior to PW Trees’ approval. Utilities Water Gas Wastewater 12. Prior to demolition, the applicant shall submit the existing water/wastewater fixture unit loads (and building as-built plans to verify the existing loads) to determine the capacity fee credit for the existing load. If the applicant does not submit loads and plans they may not receive credit for the existing water/wastewater fixtures. 13. The applicant shall submit a request to disconnect all utility services and/or meters including a signed affidavit of vacancy. Utilities will be disconnected or removed within 10 working days after receipt of request. The demolition permit will be issued by the building inspection division after all utility services and/or meters have been disconnected and removed. FOR BUILDING PERMIT: 14.The applicant shall submit a completed water-gas-wastewater service connection application -load sheet for each lot for City of Palo Alto Utilities. The applicant must provide all the information requested for utility service demands (water in fixture units/g.p.m., gas in b.t.u.p.h, and sewer in fixture units/g.p.d.). 15. The applicant shall submit revised improvement plans for utility construction. The plans must show the size and location of all underground utilities within the development and the public right of way including meters, backflow preventers, fire service requirements, sewer mains, sewer cleanouts, sewer lift stations and any other required utilities. The sanitary sewer main should be closer to the center of the street. 16.The water and wastewater mains and services/laterals shall be fused HDPE pipe. The water mains/services shall be blue 4710 SDR 11 HDPE, the wastewater mains/laterals shall be green 3806 SDR 17 HDPE. Note: if the solid blue or green pipe is not available. The 4 blue stripe (water) or 4 green stripe (wastewater) black pipe will be allowed. 17. A fire hydrant shall be installed at the end of the water main in A street between lots 5 and 6 18. Trees can not be planted within 10 feet of new or existing water, gas or sewer lines or meters. Utility vaults, transformers, utility cabinets, concrete bases, or other structures can not be placed over existing water, gas or wastewater mains/services. Maintain 1’ horizontal clear separation from the vault/cabinet/concrete base to existing utilities as found in the field. If there is a conflict with existing utilities, Cabinets/vaults/bases shall be relocated from the plan location as needed to meet field conditions. 19. The applicant must show on the site plan the existence of any auxiliary water supply, (i.e. water well, gray water, recycled water, rain catchment, water storage tank, etc). 20. The applicant shall be responsible for installing and upgrading the existing utility mains and/or services as necessary to handle anticipated peak loads. This responsibility includes all costs associated with the design and construction for the installation/upgrade of the utility mains and/or services. 21. Sewer drainage piping serving fixtures located less than one foot above the next upstream sewer main manhole cover shall be protected by an approved backwater valve per California Plumbing Code 710.0. The upstream sewer main manhole rim elevation shall be shown on the plans. 22. Sewage ejector pumps shall meet the following conditions: a.The pump(s) be limited to a total 100 GPM capacity or less. b.The sewage line changes to a 4” gravity flow line at least 20’ from the City clean out. c.The tank and float is set up such that the pump run time not exceed 20 seconds each cycle. 23. The applicant's engineer may be required to submit flow calculations and system capacity study showing that the on- site and off-site water and sanitary sewer mains and services will provide the domestic, irrigation, fire flows, and wastewater capacity needed to service the development and adjacent properties during anticipated peak flow demands. Field testing may be required to determined current flows and water pressures on existing water main. Calculations must be signed and stamped by a registered civil engineer. The applicant may be required to perform, at his/her expense, a flow monitoring study of the existing sewer main to determine the remaining capacity. The report must include existing peak flows or depth of flow based on a minimum monitoring period of seven continuous days or as determined by the senior wastewater engineer. The study shall meet the requirements and the approval of the WGW engineering section. No downstream overloading of existing sewer main will be permitted. 24. For contractor installed water and wastewater mains or services, the applicant shall submit to the WGW engineering section of the Utilities Department four copies of the installation of water and wastewater utilities off-site improvement plans in accordance with the utilities department design criteria. All utility work within the public right-of- way shall be clearly shown on the plans that are prepared, signed and stamped by a registered civil engineer. The contractor shall also submit a complete schedule of work, method of construction and the manufacture's literature on the materials to be used for approval by the utilities engineering section. The applicant's contractor will not be allowed to begin work until the improvement plan and other submittals have been approved by the water, gas and wastewater engineering section. After the work is complete but prior to sign off, the applicant shall provide record drawings (as-builts) of the contractor installed water and wastewater mains and services per City of Palo Alto Utilities record drawing procedures. 25. Existing wastewater laterals that are not plastic (ABS, PVC, or PE) can not be reused. 26. The applicant shall pay the capacity fees and connection fees associated with increased loads or the installation of the new utility service/s by the City of Palo Alto Utilities. The approved relocation of services, meters, hydrants, or other facilities will be performed at the cost of the person/entity requesting the relocation. 27. Each parcel shall have its own water service, gas service and sewer lateral connection shown on the plans. 28. For residential services that also supply fire sprinklers, an approved double check assembly (DCA backflow preventer device) is required for the water connections from Palo Alto Utilities to comply with requirements of California administrative code, title 17, sections 7583 through 7605 inclusive. The DCA shall be installed on the owner's property and directly behind the water meter, within 5’ of the property line. Show the location of the DCA on the building permit plans. Inspection by the utilities cross connection inspector is required for the supply pipe between the meter and the assembly. The applicant shall provide the City with current test certificates for all backflows. 29. A new gas service line installation is required for each lot. Show the new gas meter location on the building permit plans. The gas meter locations must conform with utilities standard details. 30. A new sewer lateral installation per lot is required. Show the locations of the new sewer laterals on the building permit plans 31. The applicant will be required to connect the proposed sanitary sewer main to the existing sanitary sewer main manhole in San Antonio. A new sewer manhole on the main will only be allowed if there is no possibility of connecting to the existing manhole. 32. The applicant shall secure a public utilities easement for any facilities installed in private property. The applicant's engineer shall obtain, prepare, record with the county of Santa Clara, and provide the utilities engineering section with copies of the public utilities easement across the adjacent parcels as is necessary to serve the development. Page 9 33. Where public mains are installed in private streets/PUEs for condominium and town home projects the CC&Rs and final map shall include the statement: “Public Utility Easements: If the City’s reasonable use of the Public Utility Easements, which are shown as P.U.E on the Map, results in any damage to the Common Area, then it shall be the responsibility of the Association, and not of the City, to Restore the affected portion(s) of the Common Area. This Section may not be amended without the prior written consent of the City”. 34. All existing water and wastewater services that will not be reused shall be abandoned at the main per WGW utilties procedures before the final acceptance for the project t. 35. All utility installations shall be in accordance with the City of Palo Alto utility standards for water, gas & wastewater. 36. For contractor installed water and wastewater mains or services, the applicant shall prepare and submit to the WGW engineering section of the Utilities Department as-built drawings of the installation of water and wastewater utilities to be owned and maintained by the City in accordance with: a.Two sets of as-built drawings (hard copies). b.As-built drawings in 2008 or 2010 AutoCAD format. c.As-built drawings in .tiff format. d.Survey points in .csv format for all new utility features. Note:All survey data shall be collected by a California Licensed Land Surveyor. The surveyor is responsible to setup all control points needed to perform the survey work. The accuracy for all survey data shall be +/-1cm. Survey data to be collected (what's applicable): I. Collect horizontal and vertical data for: 1. Sanitary sewer manholes (rim and invert elevations and depth) 2. Storm drain manholes and catch basins (rim and invert elevations and depth) 3. Water valves (cover and stem elevations) II. Collect horizontal data only for: 1. Service or lateral connection points at the main 2. Fire hydrants 3. Water meters 4. Sanitary sewer cleanout boxes Page 10 Use CPAU WGW Engineering’s "feature codes" for naming convention available from CPAU WGW Engineering 1007 Elwell Ct, Palo Alto, CA 94303 (650) 566-4501.All drawings and survey data shall be on the California State Plane Coordinate System -Zone 3 in units of feet.The horizontal datum shall be the North American Datum of 1983 (NAD83) and the vertical datum shall be based on Bestor 93. Utilities Electrical Engineering 37. The applicant shall comply with all the Electric Utility Engineering Department service requirements noted during plan review. 38. The applicant shall be responsible for identification and location of all utilities, both public and private, within the work area. Prior to any excavation work at the site, the applicant shall contact Underground Service Alert (USA) at 1-800-227-2600, at least 48 hours prior to beginning work. 39. The applicant shall submit a request to disconnect all existing utility services and/or meters including a signed affidavit of vacancy, on the form provided by the Building Inspection Division. Utilities will be disconnected or removed within 10 working days after receipt of request. The demolition permit will be issued after all utility services and/or meters have been disconnected and removed. COMMENTS ON SUBMITTAL 40. Only one electric service lateral is permitted per parcel. 41. The developer/owner shall provide space for installing padmount equipment (i.e. transformers, switches, and interrupters) and associated substructure as required by the City. In addition, the owner shall grant a Public Utilities Easement for facilities installed within the subdivision as required by the City. 42. The civil drawings must show all existing and proposed electric facilities (i.e. conduits, boxes, pads, services, and streetlights) as well as other utilities. 43. The developer/owner is responsible for all substructure installations (conduits, boxes, pads, streetlights system, etc.) on the subdivision parcel map. The design and Page 11 installation shall be according to the City standards and all work must be inspected and approved by the Electrical Underground Inspector. 44. The developer/owner is responsible for all underground services (conduits and conductors) to single-family homes within the subdivision. All work requires inspection and approval from both the Building Department and the Electrical Underground Inspector. 45. The tentative parcel map shall show all required easements as requested by the City. 46. A 10’x10’ easement (PUE) will be granted on parcels 1 and 10 and an additional 5’x5’ easement between parcels 7 and 8 for placement of padmounted equipment 47. The proposed 8’ solid masonry wall on parcels 1 and 10 will be built around the easements so as not to impede access to equipment from San Antonio. 48. The overhead lines along San Antonio will remain overhead unless the developer wishes to have it placed underground at the developer’s expense. 49. The developer during the grading and excavation stage of the project will be required to install the electric substructure (conduits, vaults, pads etc.) needed for future undergrounding of the lines noted in item 9 (design will be provided by Electric Utility Engineering Department ) Future needs for undergrounding the telephone and Cable TV needs will coordinated with the respective service providers. Fire Department 50. Install a NFPA 13-D fire sprinkler system in the homes. 51. Provide a Fire Department access roadway with a minimum 20 ft wide and 13 ft -6 in vertical clearance for homes up to 30 ft high. Homes over 30 ft high require a min 26 ft wide Fire Department roadway with a 13 ft -6 in vertical clearance. Road to meet weight bearing (75,000 lbs.) and turning radius (36 ft. inside) requirements of the fire truck. 52. Install one new fire hydrant on cul-de-sac. Upgrade public fire hydrants # 4103 located at San Antonio Rd x Byron St and fire hydrant # 4352 located at San Antonio Rd x Ferne Ave to a Clow model 76. Planning Page 12 53. The subdivider shall enter into a subdivision agreement with the City of Palo Alto. The agreement shall be recorded with the approved final map at the office of the Santa Clara County Recorder and shall include the following agreements: a.The subdivider shall be responsible for installing any required off-site improvements, including utilities, to the satisfaction of the Utilities, Public Works, and Planning Departments. These improvements shall be guaranteed by bond or other form of guarantee acceptable to the City Attorney. b.The subdivider shall grant the necessary public utility easements to the City for the location and maintenance of required utilities. The required easements shall be shown on the face of the subdivision map. c.The subdivider shall preserve all existing trees shown for preservation on the site plan and shall include all trees in the final landscape plans. d.All exterior building and landscape improvements shall be maintained as shown on the approved plans unless approved for revision by the City’s Architectural Review Board. 54. All mitigation measures identified in the Mitigated Negative Declaration shall be incorporated into the project implementation. 55. The project is subject to meeting all the requirements of Palo Alto Municipal Code Chapter 18.44, the City’s Green Building Ordinance. 56. The final subdivision map shall be filed with the Planning Division within two years of the approval of the tentative subdivision map. 57. Ground water levels at the site are subject to seasonal and climatic fluctuation and could occur at higher elevations at future times. Therefore, as a mandatory condition of approval associated with the development on the site, and particularly if basements are proposed underneath the residential structures submitted for ARB review, it would be prudent to determine the depth to ground water near the time of construction and, if required, provide effective dewatering for footing or utility excavations. Preliminary grading and drainage plans would be required for City staff review in conjunction with an ARB application. Planning-Housing Page 13 58. A Below Market Rate agreement must be executed prior to City Council Action on the Final Map and recorded concurrently with the map SECTION 6.Term of Approval. Tentative Map Approval.Within two years of the approval or conditional approval of a tentative map the subdivider shall cause the subdivision or any part thereof to be surveyed, and a final map, as specified in Chapter 21.08, to be prepared in conformance with the tentative map as approved or conditionally approved, and in compliance with the provisions of the Subdivision Map Act and this title and submitted to the city engineer PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST:APPROVED: _____________________________________________________ City Clerk Director of Planning and Community Environment APPROVED AS TO FORM: ___________________________ Senior Deputy City Attorney 1 Project Statement For 525 San Antonio Road May 18, 2011 Revised: August 26, 2011 SummerHill Homes is requesting Tentative Map and Major Subdivision approval in order to develop the 2.97 Acre property at 525 San Antonio Road with ten fee simple lots, in conformance with the existing Zoning and Comprehensive Plan designation. Current Use: The subject property was most recently used for a privately operated non-profit childcare center and a preschool called Peninsula Day Care. Most of the children attending the school came from Mountain View, and others from Palo Alto and Los Altos. After 30 years in this business and nearing his 80’s, in the spring of 2010, the operator of the school decided to retire and make plans for the closure of the school. He proactively informed all of the families of his plans to wind down the business in order to afford everyone ample time and opportunity to arrange for alternative care arrangements. At the end of June, 2011, the center closed its doors and began liquidating equipment and furnishings. Background: In October of 2010, SummerHill Homes applied for rezoning and Comprehensive Plan amendment on the property from R1-8 (existing zoning) to RM-15 and Village Residential. The proposal was denied at the May 2, 2011 Council hearing with direction to applicant that any residential application would need to comply with the current zoning and Comprehensive Plan designation. On May 23, 2011, SummerHill submitted a new application for a ten lot subdivision, in full conformance with existing R1-8 zoning and land’s Low Density Residential designation in the Comprehensive Plan. 2 Plan Summary: The proposed land plan consists of ten large lots along a single public cul-de-sac street off San Antonio. The pedestrian circulation consists of a continuous sidewalk along the entire cul-de-sac, thus providing maximum pedestrian connectivity between the existing sidewalks in the neighborhood and the proposed community. The lots are minimum 8,000 square feet in size, and vary in size from about 8,300 square feet to over 10,000 square feet. Utilizing the City’s standard public street section of 32 feet, parking is provided on one side of the street. In response to City staff comments on the initial submittal, SummerHill’s plan incorporates a public access easement at the terminus of the cul-de-sac, to accommodate a potential future pedestrian and bike path to Cubberly Community Center and Greendell. Inclusionary Zoning: Given that the proposed lot sizes will most likely result in 3,000 + square foot homes being constructed on them, the outsale prices can be expected to be around $2 million each. Given this price point and the fact that the project size would result in just one Below-Market-Rate unit and fractional fees, SummerHill is proposing to pay in-lieu fees for the project as a whole. With this approach, the City could utilize the estimated fees of approximately $1.5 million to enable affordable housing projects in the City of Palo Alto seeking alternative sources of funding. This approach has the potential to enable multiple affordable units instead of benefitting a single family. City of Palo Alto Page 1 PLANNING & TRANSPORTATION DIVISION STAFF REPORT TO:PLANNING & TRANSPORTATION COMMISSION FROM:Jason Nortz, Planner DEPARTMENT:Planning and Community Environment AGENDA DATE:September 14, 2011 SUBJECT:525 San Antonio Road [11PLN-00203]: Request by Katia Kamangar of SummerHill Homes on behalf of A&D Protocol Transportations Inc., for a Tentative Map application to subdivide a 2.64 acre site into 10 single family lots. Zone District: R-1(8000). Environmental Assessment: A Mitigated Negative Declaration has been prepared in accordance with California Environmental Quality Act (CEQA) requirements. ______________________________________________________________________________ RECOMMENDATION: Staff recommends that the Planning and Transportation Commission (PTC) recommend that the City Council approve the attached tentative map based on the attached findings (Attachment A) and conditions of approval (Attachment B). PROJECT DESCRIPTION: The applicant has submitted an application for a tentative map to subdivide the existing 2.64-acre parcel into 10 single-family lots. Each lot would include a single family home and two covered parking spaces. The lots would be accessed from San Antonio Road (from the frontage road) by way of a new public right-of-way (cul-de-sac) constructed on the project site. The applicant’s project description is provided as Attachment C. BACKGROUND: The project site is 525 San Antonio Avenue, a 2.64 acre site consisting of two parcels (147-08- 047 & 1487-08-046) zoned R-1 (8000) (Single Family Residential) and regulated by the Palo Alto Municipal Code (PAMC) Chapter 18.12, requiring a minimum residential lot size of 8,000 square feet. The subject property was most recently used for a privately operated non-profit child care center and a preschool called Peninsula Day Care Center, which closed in June after approximately 35 years of operation. The site currently contains seven existing structures that were used for the day care facility. The seven structures total approximately 18,718 square feet. The rest of the site consists of asphalt City of Palo Alto Page 2 paving, permeable play areas and minimal landscaping. Signs indicating the existence of a PG&E pipeline are present on the south side of the property. Attachment D is a site location map showing existing zoning of the site and surrounding sites. The subject site is located in a transitional zone in terms of surrounding uses and zoning designations. It is surrounded on three sides by developed land. The site is bounded by San Antonio Avenue to the southeast, Palo Alto Unified School District’s (PAUSD) Greendell campus (zoned Public Facilities) and RM-15 zoned parcels to the north, and R-1 (8,000) parcels in the Greendell single family residential neighborhood to the southwest, with access off the San Antonio Avenue frontage road. The Greendell tract is primarily one story Eichler homes, and abuts the Greenmeadow single family residential neighborhood,which has a Single Story Overlay combining district with both R-1 (8000) and R-1 (7000) zone districts. There are five single-family, single-story residences in the Greendell tract abutting the subject site. These homes are on parcels ranging from 8,030 square feet to 10,313 square feet, fronting Ferne Avenue and zoned R-1 (8000). The two low density multi-family zoned (RM-15) properties to the northwest are 15,732 square feet and 16,627 square feet in size and each parcel provides two housing units with addresses on the cul-de-sac Byron Street, abutting the northeast boundary of the site. Two more RM-15 sites across Byron Street provide three more housing units. Across San Antonio Avenue to the southeast is a private educational facility (Gideon Hausner Day School) on parcels zoned ROLM, and a Planned Community (PC 2640) providing affordable housing for elderly and families (128 units elderly and 28 units family housing known as Palo Alto Gardens). Farther south across San Antonio is the 48-unit Rosewalk condominium development zoned RM-30 and the Hewlett Packard (Mayfield) site approved for development of a 45-unit multi-family housing project. The site is designated as Single Family Residential on the Palo Alto 1998-2010 Comprehensive Plan Land Use and Circulation Map. This land use classification includes one dwelling on each lot, and conditionally allows churches and schools. Specific areas within the Single Family Residential classification may be zoned to allow second units or duplexes where they would be compatible with neighborhood character and not create traffic and parking problems. A second dwelling unit may be allowed on an R-1 (8000) zoned lot if the lot is at least 10,800 square feet, with a maximum size for detached second unit of 900 square feet within a one story structure no taller than 17 feet above grade. The net density for Single Family Residential use will range from 1 to 7 units per acre but may rise to a maximum of 14 units in areas where second units or duplexes are allowed. Population densities will range from 1-30 persons per acre. Site History An application for tentative subdivision of the site into 10 parcels for single family residential development was approved by City Council in 2002 but has since expired. At that time, the P&TC had voted 5-2 to recommend the map, with discussion centered on two issues: (1) the loss of a child care facility contrary to Comprehensive Plan Policy C-11, and (2) the potential for the site to yield additional housing units if developed at a multiple-family residential density. On October 25, 2010, the applicant, SummerHill Homes, submitted an application pursuant to the PAMC Section 18.80.030(b) and (c) for a Zone Change from R-1 (8000) to RM-15 (Low Density Multiple-Family/Village Residential) and a Comprehensive Plan Amendment to assign City of Palo Alto Page 3 the Village Residential Land Use Designation to request a Zone Change and a Comprehensive Plan Amendment. On May 2, 2011 the Council denied the applicant’s request by a vote of 9-0 following PTC review recommendation on March 23, 2011.The PTC’s staff report and minutes from that meeting are available for review at this website link: http://www.cityofpaloalto.org/knowzone/agendas/planning.asp DISCUSSION The proposed subdivision would be consistent with the single-family designation for the project site. The subdivision would provide 10 single family residential lots ranging in size from 8,082 square feet to 10,928 square feet (only one lot would be large enough to qualify for a second dwelling unit). All of the lots would comply with the minimum 8,000 sf lot size requirement for the R-1 (8000) zone designation and would not exceed the maximum lot size requirement of 15,999 square feet. No specific architectural designs have been included with this initial application for a Tentative Map; however, a conceptual site plan and development project description letter have been provided as part of this application. With this current information, the project analysis includes concepts for development of the site with 10 single family residences with attached two car garages and full driveway aprons. The residences would all be two-stories and would not exceed the 30’ maximum height limit for the R-1(8000) zone district. Proposed access to the site is indicated on concept plans as one vehicular connection; a 32 foot wide public street (cul-de-sac) accessed from San Antonio Avenue (frontage road). The pedestrian circulation would consist of a continuous sidewalk along the entire cul-de-sac, providing pedestrian connectivity between the existing sidewalks in the neighborhood and the proposed community. The street would have a continuous sidewalk and four on-street spaces providing guest parking along the eastern side of the street. Eleven additional on-street parking spaces will be provided along the San Antonio Avenue frontage road. Pedestrian access is provided at the southern edge of the property along both sides of the vehicular access point. The proposed development includes a connection to a potential future pathway on the adjacent Greendell site. The applicant is proposing compliance with the City’s Below Market Rate (BMR) housing program (Comprehensive Plan Program H-36) through the payment of an in-lieu housing fee instead of dedicating the required 1.5 units (15% of 10 housing units). The development project shown in concept as associated with the Tentative Map application would be subject to the City of Palo Alto Architectural Review Board review and approval findings to ensure an orderly and harmonious development, enhancement of the desirability of living conditions upon the immediate site and adjacent areas and promotion of a visual environment of high aesthetic quality and variety. Future development of the site would also be subject to the performance criteria for multi-family development. Any development project would be also required to comply with the standards for Leadership in Energy and Environmental Design for Neighborhood Development (LEED-ND) pilot program, assuming the development application were submitted during the term of the pilot program. City of Palo Alto Page 4 The applicant would be required to obtain an official street name for the new street. The street name is determined in conformance with the Palo Alto Municipal Code, Sections 21.20.140 and 21.28.160. This process would be completed concurrent with the Final subdivision Map. Residential Density The development concept represents density and land use in compliance with the City’s current zoning code (Palo Alto Municipal Code Chapter 18.12) and Comprehensive Plan land use designation. Per current R-1(8000) standards, 10 single family residences would not exceed the Comprehensive Plan’s maximum density of 1-7 units per acre for single family residential uses. Based on the site’s existing Comprehensive Plan designation, the 2.64 acre site could accommodate a maximum of 18 single family residences. Process for Development Review The scope of the PTC review for the purposes of this Tentative Map application is limited to the "design" and "improvement" of the proposed subdivision. In this context, the terms "design" and "improvement" are defined in the Subdivision Map Act as follows: "Design" means: (1) street alignments, grades and widths; (2)drainage and sanitary facilities and utilities, including alignments and grades thereof; (3) location and size of all required easements and rights-of-way; (4) fire roads and firebreaks; (5) lot size and configuration; (6) traffic access; (7) grading; (8) land to be dedicated for park or recreational purposes; and (9) other specific physical requirements in the plan and configuration of the entire subdivision that are necessary to ensure consistency with, or implementation of, the general plan or any applicable specific plan as required pursuant to Section 66473.5. (Government Code, Subdivision Map Act Section 66418). The Subdivision Map Act (Government Code, section 66419) ,defines improvement as: (a) "Improvement" refers to any street work and utilities to be installed, or agreed to be installed, by the subdivider on the land to be used for public or private streets, highways, ways, and easements, as are necessary for the general use of the lot owners in the subdivision and local neighborhood traffic and drainage needs as a condition precedent to the approval and acceptance of the final map thereof; and (b) "Improvement" also refers to any other specific improvements or types of improvements, the installation of which , either by the subdivider, by public agencies, by private utilities, by any other entity approved by the local agency, or by a combination thereof, is necessary to ensure consistency with, or implementation of, the general plan or any applicable specific plan. The design and improvement of the subdivision should be distinguished from the design of the approved structures to be located within the subdivision, which as previously mentioned, will subject to ARB review only. Pursuant to Palo Alto Municipal Code Title 21, Subdivision Ordinance, Section 21.08.010, the proposed subdivision project is subject to Tentative Map and Final Map review. The PTC City of Palo Alto Page 5 recommends to the City Council on the Tentative Map, and both are reviewed during public hearings. RESOURCE IMPACT: Any development of the property would be subject to citywide traffic impact fees and the San Antonio/West Bayshore traffic impact fee. Impact fees to address impacts on parks, community centers and libraries would also be required. The City’s park-in-lieu fee and facilities fee is intended to offset impacts on park facilities, community centers and libraries from development projects. Subdivision projects are subject to payment of parkland dedication fees, which is the greater of the two park fee types and is paid instead of park-in-lieu in the case of subdivisions, though library and community facilities fees are still required to be paid. POLICY IMPLICATIONS The proposed Tentative Map is consistent with the Comprehensive Plan and the City’s Zoning Ordinance for R-1(8000) Single Family Residential. The proposed subdivision would be consistent with the R-1 (8000) Single Family Residential District. The (8000) denotes a special residential building site combining regulations whereby minimum site areas shall be 8,000 square feet and minimum interior side yard setbacks shall be 8 feet. ENVIRONMENTAL REVIEW: This project is subject to the California Environmental Quality Act (CEQA) requirements. Staff completed a draft Initial Study and Mitigated Negative Declaration (Attachment E), for the tentative map. The document was made available for public review between August 23, 2011 and September 12, 2011, and no comments were received on the document. NEXT STEPS Following Planning Commission review and recommendation, the application will be heard by the City Council for decision. If Council approves the project, the applicant may apply for a final subdivision map. Prior to subdividing the property, the applicant will be required to submit improvement plans for the design of the adjacent sidewalks, utilities and the new public right-of- way, a subdivision agreement, including a BMR agreement and an application for approval of a Final Subdivision Map. The Final Map, once submitted, is reviewed only by City Council on consent calendar. ATTACHMENTS: Attachment A: Findings Attachment B: Conditions of Approval Attachment C: Applicant’s Project Description Letter* Attachment D: Site Location Map Attachment E: Notice of Intent and Initial Study/Draft Mitigated Negative Declaration Attachment F: Proposed Lot Line Adjustment and Draft Tentative Map* *prepared by applicant COURTESY COPIES: SummerHill Homes City of Palo Alto Page 6 Penny Ellson, Greenmeadow Homeowners’ Association Srini Sankaran, Greendell Homeowners’ Association PREPARED BY: Jason Nortz, Planner REVIEWED BY:Amy French, Current Planning Manager DEPARTMENT/DIVISION HEAD APPROVAL: Curtis Williams, Director City of Palo Alto September 14, 2011 Page 1 of 12 Excerpt Minutes of September 14, 20111 Planning and Transportation Commission Meeting2 Draft3 4 5 6 ROLL CALL:6:07 pm7 8 PTC Commissioners:Staff:9 Eduardo Martinez –Chair Curtis Williams, Planning Director10 Susan Fineberg –V-Chair Donald Larkin, Sr. Assist. City Attorney11 Daniel Garber Jaime Rodriguez, Chief Transportation Official12 Samir Tuma Rafael Rius, Transportation Engineer13 Lee Lippert Jason Nortz, Planner14 Arthur Keller -Absent Zariah Betten, Admin. Assoc. III15 Greg Tanaka16 17 AGENDIZED ITEMS:18 19 1.525 San Antonio Road20 2. Review and Recommendation to Council for Adoption of the Draft Bicycle and Pedestrian 21 Transportation Plan 22 23 Chair Martinez: Welcome to the Planning and Transportation Commission meeting of 24 September 14. Secretary Betten please take roll.25 26 Ms. Zariah Betten, Admin. Assoc. III:Vice Chair Fineberg, Commissioner Garber, 27 Commissioner Keller, Commissioner Lippert, Chair Martinez, Commissioner Tanaka, 28 Commissioner Tuma. Six present.29 30 ORAL COMMUNICATIONS. Members of the public may speak to any item not on the agenda 31 with a limitation of three (3) minutes per speaker. Those who desire to speak must complete a 32 speaker request card available from the secretary of the Commission. The Planning and 33 Transportation Commission reserves the right to limit the oral communications period to 15 34 minutes. 35 36 Chair Martinez: We are going to go right into Oral Communications. This is on items that are 37 not on the agenda for tonight. I see no cards. We have one card. 38 39 Vice Chair Lippert: Irwin Dawid for Oral Communications.40 41 Mr. Irwin Dawid, Palo Alto: Thank you Vice Chair Fineberg and Chair Martinez. Did I get that 42 right? I remembered from the last meeting. I just wanted to give a very quick report on the 43 Number 22 bus because I missed my train coming from San Antonio and when I was on the Rail 44 City of Palo Alto September 14, 2011 Page 2 of 12 Corridor Task Force by the way we missed your liaison on the Rail Corridor Task Force so 1 hopefully we’ll have a sub coming from the PTC for the Rail Corridor.2 3 You hear all these claims that nobody takes the bus, the bus is empty. Sure enough, the Number 4 22 goes by and you don’t see anybody on it. I boarded at Showers and there were 12 people on 5 it. There was a lot of boarding and alighting through South Palo Alto. Shortly after Cal Ave. 6 there really wasn’t much action getting off and getting on. When we landed at our final stop 7 downtown there were 9 people on it. I was really surprised by how much action we saw in South 8 Palo Alto. That was probably one of the most memorable things.9 10 It was one of those brand new hybrid buses, a very enjoyable ride, just a little slow. That’s all.11 12 1.525 San Antonio Road*: Request by SummerHill Homes on behalf of A&D Protocol 13 Transportations Inc., for a Tentative Map application to subdivide a 2.64 acre site into 10 14 single family lots. Zone District: R-1(8000). Environmental Assessment: A Draft 15 Mitigated Negative Declaration has been prepared.16 17 Chair Martinez: That’s it. We see no more cards. We have two items on the agenda for this 18 evening. The first is a recommendation to the City Council for a tentative map application for 19 525 San Antonio. We will start with that. Staff.20 21 Jason Nortz, Planner:Good evening Commissioners. The project before you this evening is a 22 tentative map application submitted by SummerHill Homes to subdivide a 2.64 acre site into 10 23 single family lots. Each lot would include a single family home and two covered parking spaces. 24 Lots would be accessed from San Antonio Road by way of Frontage Road by way of a new 25 public right of way constructed on the project site. Project requires Planning and Transportation 26 Commission review due to the project being a major subdivision which creates more than 5 lots. 27 Within 30 days of the Planning Commission’s recommendation on the map the City Council will 28 hold a public hearing to make a decision on the application.29 30 The project site consists of two parcels zoned R-1 (8000) for single family residential which 31 requires a minimum residential lot size of 8,000 square feet. The subject property was most 32 recently used for privately operated non-profit child care center and preschool called Peninsula 33 Day Care Center which closed in June of this year. Staff completed an initial study and 34 Mitigated Negative Declaration for the tentative map. The document was made available for 35 public review between August 23, 2011 and September 12, 2011 and no comments were 36 received related to that document. Additionally, Staff would like to bring four items to your 37 attention. 38 39 First, on Page 3 of the Staff Report it is stated that all residences would be two stories. Staff 40 incorrectly stated this information. The Applicant has not yet proposed the height of the 41 residences. It should be noted that the residences could not exceed the 30 foot height 42 requirement for the R-1 (8000) zone district.43 44 City of Palo Alto September 14, 2011 Page 3 of 12 Secondly, two letters have been provided at places this evening. Both letters are from the Palo 1 Alto Unified School District. The purpose of the letters is to inform the city of the school 2 district’s potential acquisition of the property. At this time the school district has made no 3 decision to acquire this site and is still in the exploratory phase. The City Attorney Don Larkin 4 will touch on this matter shortly.5 6 Third, it was brought to Staff’s attention today that the VMR requirement was not included as a 7 Condition of Approval in the draft Conditions of Approval provided as attachment B. This was 8 an oversight on Staff’s part. A Condition of Approval will be added as part of the approved List 9 of Conditions. Essentially a below market agreement will be executed prior to City Council 10 action on the final map. It is touched on in the Staff Report how this requirement will be met.11 Finally, comments were received from one neighbor today. Her concerns were specifically 12 related to the design and parking of this site. We informed her these items were not part of the 13 PTC review this evening and would be addressed as part of the formal ARB application.14 15 Katia Kamangar representing SummerHill Homes will be making a brief presentation and 16 answering any questions that you have. Thank you.17 18 Chair Martinez: Thank you. City Attorney Larkin, do you want to speak at this moment?19 20 Mr. Donald Larkin, Senior Asst. City Attorney: Just briefly. I know the Commission is aware of 21 this but for others who might not be, you have a letter in your packet today from the school 22 district, the second letter that discusses the first letter the school district provided. Its showing 23 their interest in acquiring the property and the school district says it was not intended to impact 24 the Commission’s decision on the tentative map.25 26 The findings of tentative map approval or denial are found in Attachment A just after the Staff 27 Report. Those outline the findings the Commission is being asked to make and any interest that 28 the school district might have wouldn’t be a factor in making those findings. 29 30 Chair Martinez: Okay, thank you. One other thing. The City Attorney has had a long day and 31 he is going to leave by 9 so if we have questions for him on either project, let’s try to get them 32 early on when the next one comes up, that is. Okay, Applicant, you have 15 minutes.33 34 Ms. Katia Kamangar: Good evening Chair Martinez and Vice Chair Fineberg and 35 Commissioners. My name is Katia Kamangar with SummerHill Homes. As most of you know 36 SummerHill Homes has been one of the most active homebuilders here in Palo Alto and over the 37 years we have built a number of award winning homes. Some of them have been on small lots, 38 homes with some amount of density and density that the city was welcoming in those certain 39 locations and at certain times. 40 41 When we first began working on the 525 San Antonio site we thought that also might be a 42 suitable site for some added housing, especially given its location along San Antonio and maybe 43 using the small lot format such as the Village Residential. But what we came to learn through 44 City of Palo Alto September 14, 2011 Page 4 of 12 the public process earlier this spring is that both the city and the neighbors were looking at large 1 lots, single family, lower density housing project on here and staying with the current zoning. So 2 we took that information and feedback and went back and refined our plan and went back to the 3 drawing board in essence and put together a subdivision that is 10 lots, lower density and it stays 4 with the current zoning designation. So that’s what we’re here this evening to present to you and 5 look for your recommendation and approval.6 7 Before I jump into the project details, I do want to touch on the secondary issue and that is the 8 school district’s expressed interest in this land because I think it is important. As Staff has 9 confirmed, the school district has reached out to SummerHill and we have been in discussions 10 with them but it’s really only a secondary topic for this evening’s discussions and for your11 deliberations. It really shouldn’t be part of them. The school district has the ability to buy the 12 land now. They have had that ability previously as well and we will continue to work with them.13 14 So moving into the project details. Our proposal is a subdivision that is designed in full 15 conformance with the land’s R18 zoning designation. It’s a single family residential zoning 16 district, R18 and the lots you see here range in size from minimum 8,000 to over 10,000 with an 17 average of 9,700 square feet. We designed the road to be a public street so it’s a 50 foot right of 18 way with 30 feet of pavement and that was in response to comments received earlier this spring 19 as well from the community. So it is a very standard city street. We maximized the pedestrian 20 circulation. There is a 5 foot sidewalk around the cul-de-sac that connects up with the San 21 Antonio Road existing sidewalk and we’ve also provided for a 12 foot wide public access 22 easement at the end of the cul-de-sac, something that staff asked us to do and it makes a lot of 23 sense for pedestrian connectivity for the site.24 25 All the homes will be GreenPoint rated. We have no architecture designs yet but we are 26 obviously committed to the GreenPoint rating. We’ve done it successfully in other communities 27 and we are also participating in the LEED ND pilot program that the city is doing. I also want to 28 mention that we have reviewed the Conditions of Approval. We’ve reviewed the Mitigated 29 Negative Declaration mitigation measures and we accept them in addition to the one mentioned 30 earlier this evening by Jason about the VMR, entering into a VMR agreement.31 32 So in summary, our tentative map application is in full conformance with the existing zoning, the 33 existing comp plan and we look forward to deliberations and a recommendation of approval this 34 evening.35 36 Chair Martinez: Okay, thank you. One thing we should have probably started with was that the 37 Applicant had contacted each of us and asked whether we wanted to discuss the project and I 38 wanted to query everyone to see if there was any conversation. Okay, fine. Questions for the 39 Applicant or Staff at this time? Commissioner Tuma.40 41 Commissioner Tuma: For the Staff, have we heard anything from any of the neighborhood 42 community organizations regarding this application?43 44 City of Palo Alto September 14, 2011 Page 5 of 12 Curtis Williams, Director of Planning: The Applicant has discussed with three of the 1 representatives there the plans. They have not taken or acknowledged formal positions. We did 2 get an email from Elizabeth Wolfe I think her name is, with a number of questions. I think she is 3 one of the residents that lives immediately behind this. 4 5 Chair Tuma: Okay, but Staff has not had any direct communications? When the project for this 6 property was in front of us last time, a number of the neighborhood organizations came out and 7 we had meetings and discussions. We haven’t had any discussions one way or another with 8 those groups?9 10 Chair Martinez: I’ve talked to a couple of people to make sure they knew it was happening so 11 they are aware of it but we haven’t had any discussion from their group.12 13 Chair Tuma: You didn’t get any feedback one way or another. Okay. With the Chair’s 14 indulgence I’d like to go ahead and make a motion.15 16 Chair Martinez: Please.17 18 MOTION19 20 Chair Tuma: I’d move for Staff recommendation.21 22 Chair Martinez: Okay, motion made by Commissioner Tuma, Second by Commissioner Garber. 23 Would you like to speak to your motion?24 25 Chair Tuma: Yes just briefly. There was a project a while back that the Applicant referred to 26 and among many other comments and discussions we had at the time essentially one of my take-27 aways from that was the direction of the Applicant to go back and bring back an application for 28 single family homes. I know that wasn’t necessarily the feeling from all Commissioners but it 29 was the direction I was headed and it was the direction I’d heard from everybody else and I’d 30 heard quite a bit from the public. To me, that’s the right project for here. The issues of the 31 schools really have nothing to do with our discussion tonight and in fact I believe it was back in 32 2002 that a very very similar project went all the way through Council and was approved. I 33 don’t see how the conditions have changed since that time so I’m very supportive of the 34 application as is and I think we should just move forward. 35 36 Chair Martinez: Commissioner Garber.37 38 Commissioner Garber: I would only add that I can make all of the findings that the proposed 39 map is not consistent with the applicable general and specific plans, and two that the design or 40 improvement of the proposed subdivision is not consistent with the applicable general and 41 specific plans. Or that it is I should say,the affirmative. I apologize City Attorney, that the site 42 is suitable for the proposed development, that the designed subdivision and proposed 43 improvements is not likely to cause substantial environmental damage or substantially and 44 City of Palo Alto September 14, 2011 Page 6 of 12 unavoidably injure fish or wildlife or their habitat, that the design and subdivision and 1 improvements is not likely to cause serious public health issues or the design or the subdivision 2 or improvements will not conflict with the easements acquired by the public at large, etc. I 3 would only ask Staff to look into one thing and that is if the 8 foot high wall along San Antonio 4 meets current City Fence Code and there may be exceptions unrelated to the findings. I don’t 5 necessarily need an answer, it’s just a bookmark for you. Thank you.6 7 Chair Martinez: Other Commissioners? Yes, Vice Chair Fineberg.8 9 Vice Chair Fineberg: In general, I’m very supportive of the project as its coming in but I have a 10 few very specific questions for Staff that may trigger from the amendments so one of them in the 11 Staff Report is talking about the existing property being 2.64 acres. It refers to it multiple times 12 on our plan set, Page 1 and other pages, it talks about it 2.94 so it is a .33 delta. Do we know 13 what the accurate number is, Applicant’s nodding her head, Staff.14 15 Ms. Kamangar: The difference is the 2.97 includes that little sliver that basically covers the 16 Frontage Road so that’s the difference. 17 18 Vice Chair Fineberg: Okay, that was my next question. I’m sure this is something that the other 19 Commissioners that are not architects may also share but I’ll phrase it for myself. What does it 20 mean when the parcel dark outline is drawn, extended into the middle of to me as a layperson, 21 looks like the public street. So does that mean the actual parcel line looks like its 40 feet out into 22 the middle of San Antonio?23 24 Mr. Williams: In this case the city would have an easement over that portion of San Antonio 25 Road that needs to be shown on the map but the actual parcel line would go up to the middle of 26 San Antonio Road, just the easement of public right of way over that portion.27 28 Vice Chair Fineberg: Okay, so I’m not trying to get into Architectural Review but in terms of 29 consistency with comp plan and development standards, does that have any impact on how we’re 30 drawing the map in terms of where the edge of a parcel is and where the setback line is measured31 from, where that fence will go because this is then going to represent that it comes out into the 32 middle of the street.33 34 Mr. Williams: The way our code is written, any of that public right of way is deducted from the 35 FAR so there wouldn’t be any development rights given because the parcel goes out into the 36 roadway. 37 38 Vice Chair Fineberg: Okay, so if there is some standard setback along the whole corridor the 39 sidewalk isn’t going to go out, the wall is not going to be affecting the curb next to it. 40 41 Mr. Williams: There is very little distinction between a road that the city has a right of way 42 easement over versus a road that is fully dedicated to the city and even for those roads that are 43 City of Palo Alto September 14, 2011 Page 7 of 12 fully dedicated to the city sometimes the property shows the road going to the middle of the 1 street because if the city was ever to abandon that right of way that’s what it would be.2 3 Vice Chair Fineberg: I would also echo Commissioner Garber’s comment. I have some concern 4 about the 8 foot fence, don’t want to get into designing it but in terms of our comprehensive plan 5 goals, of livable, walkable communities, building a wall that deadens the street and makes it so 6 anybody passing from one end to another doesn’t see the entrances or what is a livable viable 7 community that exists on both sides of it so that’s the one piece of the project that, it will be up 8 to the ARB to get into the details but I don’t think we have consistency with our comp plan there.9 10 And then I have a question on how the Planning Commission can make the finding on 11 determining that the map show the adequacy and improvements per Gov Code 66419 if,as it 12 says in our Staff Report, the improvements haven’t been determined and they will have to go 13 before the various city departments. So how do we read a tentative map without improvements 14 and then have a finding that the improvements are adequate?15 16 Mr. Williams: The improvements that section is referring to are the streets and connections. 17 They are not talking about utilities or the actual homes that would be built on sites. Those are 18 not the improvements we are referring to.19 20 Vice Chair Fineberg: I understand. So normally when we get plan sets there are improvements 21 and Public Works has reviewed it and Utilities has reviewed it and Planning has reviewed it and 22 this set says it’s a requirement that all those departments have to review it and so our finding is 23 kind of, I don’t know whether a storm drain is adequate. I look at the storm drain guys and those 24 engineers say yes, its good and the experts say yes, it’s good. But if there is no drawing and they 25 haven’t reviewed it how do we find that it’s good.26 27 Mr. Williams: That’s a good question. The plan does have all the drawings on it. There is a 28 utility plan and a street plan and the departments have reviewed it. They will be reviewing more 29 details of that before the final map is recorded but they have all looked at this and said okay to 30 the improvements that are planned and the general sense of what size the sewer line has to be and 31 where it is located and that kind of thing, when we get down to the technical engineering details 32 we’ll have to review that again but as far as adequacy for the purposes of a tentative map and 33 showing utilities with roads with diameters and centimeters, etc. is on here and has been 34 reviewed by all departments.35 36 Vice Chair Fineberg: Great, thank you. The last thing is, in the Mitigated Negative Declaration 37 on Page 17, it talks about a mandatory Condition of Approval that would require if there are any 38 basements that a mandatory Condition of Approval would be built into the project to analyze 39 dewatering and other hydrology issues. So it is in the Mitigated Negative Declaration as a 40 Mandatory Condition of Approval but it is not a mitigation and it is not in the conditions of 41 approval so should that be added as a Condition of Approval if necessary or as a mitigation?42 43 City of Palo Alto September 14, 2011 Page 8 of 12 Mr. Williams: Jason says it can be added as a Condition of Approval but not a mitigation. It is a 1 standard requirement for a basement when we come through to do those various analyses but it 2 doesn’t hurt to put them in the conditions for disclosure.3 4 AMENDMENT TO MOTION5 6 Vice Chair Fineberg: Okay, so if I can ask for the maker of the motion for a friendly amendment 7 and my wording will try to be close to what is in the Mitigated Neg.Dec., Page 17, that there be 8 an additional Condition of Approval, that there be a mandatory Condition of Approval associated 9 with the eventual development of the site and particularly if basements are proposed underneath 10 the residential structures submitted for ARB review it would be prudent to determine the depth 11 of the groundwater near the time of construction and if required provide effective dewatering for 12 footing or utility excavations. Preliminary grading and drainage plans would be required for city 13 staff review in conjunction with an ARB application.14 15 Commissioner Garber: That’s fine. I agree.16 17 Chair Martinez: I’ve been reminded that I need to open and close the public hearing so… 18 Commissioner Lippert.19 20 Commissioner Lippert: Thank you. I have a couple of questions for the applicant. Can you 21 please explain how you are going to handle the VMR element with regard to this project?22 23 Ms. Kamangar: Sure. After we made the application for the ten lots back in May, met with staff 24 and for a while there was no one in that role of overseeing the VMR program because there was 25 a transition of people but I did meet with staff and we reviewed it and looked at the different 26 options given the size of the community, its now 10 units and the resulting VMR obligation 27 would be 1 ½ units, so it would be one unit and partial fees. Staff felt that it would be a lot of 28 administrative work for just a single unit and they would rather take the fees so we could enable 29 additional units throughout the city. So that was our planned approach and that is what we stated 30 in our description.31 32 Commissioner Lippert: So they will all be market rate units and then you will pay an in lieu fee 33 to the Palo Alto Housing Corp? Okay, and with recent litigation that SummerHill Homes went 34 through, would those fees be paid up front or at the completion?35 36 Ms. Kamangar: My understanding is that they are due with the final map, or maybe staff can 37 clarify that.38 39 Mr. Williams: The litigation wasn’t with SummerHill it was with Classic Communities and the 40 fees are due upon sale of the units because they are based on the actual sales price of the units.41 42 City of Palo Alto September 14, 2011 Page 9 of 12 Commissioner Lippert: So in the economic climate we are in right now, if the units don’t sell 1 and they sit on the market and they go into foreclosure, what is going to happen with the in lieu 2 fee?3 4 Mr. Williams: It’s the actual sales price or fair market value, whichever is higher. So if they 5 were to sell it foreclosure will be whatever the appraised value of the units is. That would be the 6 basis for the fees.7 8 Commissioner Lippert: Okay, is there any way to have a safe harbor in terms of assuring a 9 minimum value for those?10 11 Mr. Williams: The fair market value was designed to be that safe harbor. It prevents units from12 being sold at unusually low prices to affect the fees so that fair market value is really what the 13 safe harbor is. It is a percentage of that fair market value. 14 15 Commissioner Lippert: One last question on this. The fair market value and the actual cost of 16 construction never really actually covers the cost of building those in lieu units and that is really 17 operating at a bit of a deficit in terms of the Palo Alto Housing Corp. 18 19 Mr. Williams: Yeah. I think it doesn’t cover the cost of having an affordable unit on this site but 20 it isn’t far off from what the, its not necessarily the housing corp but whoever the non-profit 21 builder is, would need in terms of the gap financing to build an affordable unit. 22 23 Commissioner Lippert: Okay. I think that is something that needs to be looked at. It’s crucial. 24 If the builder is responsible for building units, you are assured the units are going to get built. If 25 the funds, however, are transferred to the housing corp, there is no assurance that those dollars 26 will cover the cost of actual units. 27 28 Mr. Williams: Just to clarify one thing, the money is not paid to the Housing Corporation but the 29 housing fund and the city determines which non-profit gets those funds. It has been my 30 experience in a few projects that I’ve been involved in that we’ve been able to leverage those 31 fees to create a larger number of rental below market rate units provided on site, they are a 32 different type of unit, rental not for sale units. We have been able to leverage that money to have 33 a greater supply for affordable housing.34 35 Chair Lippert: I stand corrected. And rental units are more desirable to the housing corp. Okay, 36 I have one other line of questioning unless you want to do the public hearing first. 37 With regard to the lot sizes, why the disparity of different lot sizes?38 39 Ms. Kamangar: The shape of the property. It’s not a perfect square or a rectangle so it’s like 40 these two property lines are like a parallelogram. So when you pull into the cul-de-sac there, 41 there are small differences like that and we tried to make it as consistent as we could but for 42 example, the left hand side is 60 feet longer than the right hand side so as a result it just let to a 43 variety.44 City of Palo Alto September 14, 2011 Page 10 of 12 1 Commissioner Lippert: I have a question for the Director or Staff. Isn’t it in our development 2 regs that we have a maximum lot size in the R1 zone?3 4 Mr. Williams:We do have a maximum size. In this particular R-1 (8000) zone that would be 5 15,999 square feet.6 7 Commissioner Lippert: So we’ve gone beyond the 10,000 we have in other zones, correct?8 9 Mr. Williams: 10,000 is only in the R1 when there isn’t an 8000 or 10,000 minimum. R1 with 10 6000 square foot minimum has the 9999 square foot lot size.11 12 Commissioner Lippert: One more question for the applicant. Are there any site constraints for 13 those parcels that would require them to be larger than others other than the cul-de-sac?14 15 Ms. Kamangar: Not really, other than the shape not being perfect and the San Antonio Road 16 kind of being on an angle there and just the shape of the cul-de-sac that we created. Those are 17 the primary drivers.18 19 Chair Martinez: Commissioner Tanaka, do you have questions?20 21 Commissioner Tanaka: I also think this seems to be headed in the right direction. I have two 22 questions, one is an extension of Vice Chair Fineberg’s question. It’s more specific and it’s 23 actually for staff. On lots 1 through 5, the lots nearest to the existing family homes, some of 24 those are Eichlers and some of the stories, can the staff talk about what is going to happen in the 25 process if there are going to be specific stories there?26 27 Mr. Williams: The process for subdivision review of the homes that phase of it, assuming that 28 SummerHill typically comes in with the whole package and if they do that it would be ARB 29 reviews three or more homes that are in at one time. Some developers choose to sell individual 30 lots often custom homes come in. If a custom home came in it would have to go through an 31 individual review for a second story proposed on it. If SummerHill comes in or somebody 32 comes in all at one time then ARB would be looking at their list of criteria they have before them 33 but also at those individual review and privacy component of their review.34 35 So it will be part of the review process to look at that but there is nothing in here and nothing in 36 our code that would require them to do single story homes on that lot but you may recall the 37 previous proposal by the applicant that was one of the advantages they were trying to work in 38 there was a higher density but commitment to lower height on that side of the property but this 39 will go through the ARB.40 41 Commissioner Tanaka: The current residents will be protected by the individual review process 42 and ARB.43 44 City of Palo Alto September 14, 2011 Page 11 of 12 Mr. Williams: There will be a public hearing and they will hear about it.1 2 Commissioner Tanaka: While the school district hasn’t determined whether to move forward on 3 this or not, if we recommend approval, at what point does the school district lose the right to 4 move forward on this or not?5 6 Mr. Williams: That depends on the agreement they have with SummerHill or the over of the 7 property. If they strike some deal after this and before it goes to the Council, its totally private 8 agreement between the three parties.9 10 Chair Martinez: I don’t know what economic climate Commissioner Lippert was referring to but 11 I hear they are still up to 15 offers on single family houses in Palo Alto. Katia, you had a 12 speaker card, did you want three minutes? 13 14 Ms. Kamangar: No I have nothing else. Thank you.15 16 Chair Martinez: Okay, I’m going to call for the vote. Commissioner Lippert.17 18 Commissioner Lippert: Sorry about that. I have a couple of comments to make. One of the 19 concerns I have with this, in support of the application, what’s been proposed here, one of the 20 concerns I have is the uniformity of lot sizes. The problem that I see is that there is a great 21 disparity between lot sized and in developing that subdivision right now what it allows for is a 22 lot of latitude in terms of the configuration of those houses and one of the issues that was made 23 by the neighbors in one of the public letters was, “What are these houses going to look like?’”24 Allowing for uniformity in the lot sizes begins to constrain the massing or the footprint of the 25 house. Ultimately that’s how that subdivision is read. I’m not looking for cookie cutter houses. 26 We did review a similar development in Wilkie Way, Ricky’s subdivision and parceling off the27 back lots that run up into the freeway and there were a variety of lot sized there and they 28 generated a variety of homes that have been characterized as, I hate to use this term but its 29 disparaging, it’s where the monster homes are.30 31 With some of the lots being over 10,000 square feet, that we have as our maximum lot size in 32 some neighborhoods, what it does it begins to play into or your encourage some larger homes.33 34 There is a sort of governor or mechanism we have in place which is that everything for the first 35 5000 square feet of lot sizes is done with a diminishing scale so in other words you are allowed 36 45% of block coverage for the first 5000 square feet and then it goes down to 30% for the 37 remaining square footage but I would certainly encourage us to make a recommendation that 38 included more uniformity of the lot sizes except for around there the two parcels on the 39 Cubberley site where they abut the traffic circle and they are required to have a setback that 40 conforms to the cul-de-sac. 41 42 With that, I will offer a friendly amendment that the office and staff look at more uniformity in 43 the lot sized. 44 City of Palo Alto September 14, 2011 Page 12 of 12 1 Commissioner Tuma: One comment is this is R-1 (8000), our codes says we can have lots up to 2 16,000 square feet. That does given the opportunity in any context the number of larger homes 3 to be built so if we have a problem with the zoning designation and what’s allowed there that we 4 should address it that way. 5 6 Personally, I don’t think there is a hug disparity in the lot sizes here. They are relatively close to 7 each other. I look at a lot of neighborhoods where you have a 6000 square foot lot next to a 8 12,000 square foot lot and so there is a lot more natural disparity that already exists within the 9 city so to me, putting this constraint on there doesn’t seem to achieve the goals that you were 10 talking about but also doesn’t seem to be consistent with the zoning and what is allowed in that 11 area.12 13 I would respectfully decline the invitation to edit this amendment. 14 15 Chair Martinez:Do you want to clarify it?16 17 Commissioner Tuma: It’s just the staff recommendation plus the lengthy couple of sentences18 that our Vice Chair read into the record so with that, I think we are ready to vote.19 20 Chair Martinez: All in favor say aye. Commissioner Lippert, Garber, Tanaka, Tuma, Vice Chair 21 Fineberg and Chair Martinez voting in favor. Okay, thank you very much. 22 23 MOTION PASSED24 525 San Antonio Avenue 11PLN-00203 Page 1 Mitigated Negative Declaration ENVIRONMENTAL CHECKLIST FORM City of Palo Alto Department of Planning and Community Environment PROJECT DESCRIPTION Request by Summerhill Homes on behalf of A&D Protocol Transportation for a tentative map to subdivide two parcels consisting of an existing 2.64-acre site into 10 single-family lots. Each lot would include a single family home and covered parking. The lots would be accessed from San Antonio Road by way of a new public street. 1.PROJECT TITLE 525 San Antonio Avenue Palo Alto, California 94306 2.LEAD AGENCY NAME AND ADDRESS City of Palo Alto Department of Planning and Community Environment 250 Hamilton Ave. Palo Alto, CA 94303 3.CONTACT PERSON AND PHONE NUMBER Jason Nortz Planner, City of Palo Alto 650-617-3137 4.PROJECT SPONSOR’S NAME AND ADDRESS Katia Kamangar 777 S. California Avenue Palo Alto, CA 94304 5.APPLICATION NUMBER 11-PLN-00203 6.PROJECT LOCATION 525 San Antonio Avenue Palo Alto Parcel Numbers: 147-08-046 & 148-08-047 The project site is located in the southern section of the City of Palo Alto, in the northern part of Santa Clara County, west of U.S. Highway 101 and east of Interstate 280. The project site is bounded by San Antonio Avenue to the southeast, Palo Alto Unified School District’s (PAUSD) Greendell campus (zoned Public Facilities) and RM-15 zoned parcels to the north, and R-1 525 San Antonio Avenue 11PLN-00203 Page 2 Mitigated Negative Declaration (8,000) parcels in the Greendell and Greenmeadow single family residential neighborhoods to the southwest. 7.GENERAL PLAN DESIGNATION: The site is designated as Single Family Residential in the Palo Alto 1998-2010 Comprehensive Plan. This includes one dwelling on each lot as well as conditional uses requiring permits such as churches and schools. Specific areas may be zoned to allow second units or duplexes where they would be compatible with neighborhood character and not create traffic and parking problems. The net density will range from 1 to 7 units per acre but may rise to a maximum of 14 units in areas where second units or duplexes are allowed. Population densities will range from 1-30 persons per acre. The applicant proposes to amend the City of Palo Alto Comprehensive Plan designation of the entire site to Village Residential to allow for up to 20 housing units per acre. 8.ZONING The project site consists of two parcels under the address 525 San Antonio Avenue. Both parcels (147-08-047 & 1487-08-046) are zoned R-1 (8000) (Single Family Residential) and are regulated by the Palo Alto Municipal Code (PAMC) Chapter 18.12. The R-1 single family residential district is intended to create, preserve, and enhance areas suitable for detached dwellings with a strong presence of nature and with open area affording maximum privacy and opportunities for outdoor living and children’s play. Minimum site area requirements are established to create and preserve variety among neighborhoods, to provide adequate open area, and to encourage quality design. Second dwelling units and accessory structures or buildings are appropriate where consistent with the site and neighborhood character. Community uses and facilities, such as churches and schools, should be limited unless no net loss of housing would result.The special residential building site R-1 sub-districts are intended to modify the site development regulations of the R-1 single family residence district, where applied in combination with the R-1 district, to create and maintain single-family living areas of varying site size and development characteristics, to reflect and preserve the character of existing neighborhoods. 9.PROJECT DESCRIPTION The project at 525 San Antonio Avenue is for a tentative map to subdivide two parcels consisting of an existing 2.64-acre site into 10 single-family lots. Each lot would include a single family home and covered parking. The lots would be accessed from San Antonio Road by way of a new public street (cul-de-sac). Pedestrian circulation would consist of a continuous sidewalk along the entire cul-de-sac providing pedestrian connectivity between the existing sidewalks in the neighborhood and the proposed new development. The subject property was used for a privately operated non-profit child acre center and a preschool called Peninsula Day Care. Most of the children attending come from Mountain View, and others from Palo Alto and Los Altos. At the end of June, 2011, the day care center discontinued operations. 525 San Antonio Avenue 11PLN-00203 Page 3 Mitigated Negative Declaration The lots would be 8,000 square feet in size at a minimum, and vary in size from about 8,300 square feet to 11,000 square feet. The project will utilize the City’s standard public street width requirement of 32 feet and provide on-street parking on one side of the public street. The proposed plan also incorporates a public access easement at the terminus of the cul-de-sac, to accommodate a potential future pedestrian and bike path to Cubberly Community Center and Greendell. The development project would be required to comply with the standards for Leadership in Energy and Environmental Design for Neighborhood Development (LEED-ND) pilot program, assuming the development application were submitted during the term of the pilot program. On October 2010, there was an application submitted for the same site. The application was for a Zone Change and a Comprehensive Plan Amendment to assign the Village Residential land use designation and RM-15 zoning. The development project, in concept, would have included the demolition of the existing childcare/preschool buildings and construction of 26 single family detached homes ranging in size from 1,400 to 2,000 square feet on small lots ranging in size from 2,400 to 4,000 square feet. An environmental impact assessment was prepared for the project and staff determined that no potentially adverse impacts would result from the development, and therefore, the project would have a less than significant impact on the environment. The Mitigated Negative Declaration was made available for public review beginning January 28, 2011 through February 17, 2011.No comments on the environmental document were received during the public review period. 10.SURROUNDING LAND USES AND SETTING The subject site is located on the 500 block of San Antonio Avenue bounded by Middlefield Road to the east and Ferne Avenue to the southwest at the southern most end of the City of Palo Alto. The subject site is located in a transitional zone in terms of surrounding uses and zoning designations. It is surrounded on three sides by developed land. Five single family, single-story residences in the Greendell tract on parcels ranging from 8,030 square feet to 10,313 square feet and zoned R-1 (8000), the same zoning as the subject site, are along the site’s southwesterly property line. The Greendell Campus and Cubberley Community Center beyond are to the northwest. Two low density multi-family zoned (RM-15) properties, 15,732 square feet and 16,627 square feet in size and each providing two housing units with addresses on the cul-de-sac Byron Street, abut the northeast boundary of the site, with two more RM-15 sites across Byron Street providing three more housing units. Across San Antonio Avenue to the southeast is a private educational facility (Gideon Hausner Day School) on parcels zoned ROLM, and a Planned Community (PC 2640) providing affordable housing for elderly and families (128 units elderly and 28 units family housing known as Palo Alto Gardens). Farther south across San Antonio is the 48-unit Rosewalk condominium development zoned RM-30 and the Hewlett Packard site approved for development of a 45-unit multi-family housing project. 525 San Antonio Avenue 11PLN-00203 Page 4 Mitigated Negative Declaration 11.OTHER PUBLIC AGENCIES Office of the County Clerk-Recorder ENVIRONMENTAL CHECKLIST AND DISCUSSION OF IMPACTS EVALUATION OF ENVIRONMENTAL IMPACTS 1)A brief explanation is required for all answers except "No Impact" answers that are adequately supported by the information sources a lead agency cites in the parentheses following each question. [A "No Impact" answer is adequately supported if the referenced information sources show that the impact simply does not apply to projects like the one involved (e. g. the project falls outside a fault rupture zone). A "No Impact" answer should be explained where it is based on project-specific factors as well as general standards (e. g. the project will not expose sensitive receptors to pollutants, based on a project-specific screening analysis).] 2)All answers must take account of the whole action involved, including off-site as well as on-site, cumulative as well as project-level, indirect as well as direct, and construction as well as operational impacts. 3)Once the lead agency has determined that a particular physical impact may occur, then the checklist answers must indicate whether the impact is potentially significant, less than significant with mitigation, or less than significant. Potentially Significant Impact” is appropriate if there is substantial evidence that an effect may be significant. If there are one or more “Potentially Significant Impact” entries when the determination is made, an EIR is required. 4)“(Mitigated) Negative Declaration: Less Than Significant With Mitigation Incorporated” applies where the incorporation of mitigation measures has reduced an effect from “Potentially Significant Impact” to a “Less than Significant Impact.” The lead agency must describe the mitigation measures, and briefly explain how they reduce the effect to a less than significant level (mitigation measures from Section 17, “Earlier Analysis,” may be cross-referenced). 5)Earlier analysis may be used where, pursuant to the tiering, program EIR, or other CEQA process, an effect has been adequately analyzed in an earlier EIR or negative declaration. Section 15063 (C)(3) (D). In this case, a brief discussion should identify the following: a)Earlier Analysis Used. Identify and state where they are available for review. b)Impacts Adequately Addressed. Identify which effects from the above checklist were within the scope of and adequately analyzed in an earlier document pursuant to applicable legal standards, and state whether such effects were addressed by mitigation measures based on the earlier analysis. c)Mitigation Measures. For effects that are “Less than Significant with Mitigation Measures Incorporated,” describe the mitigation measures which were incorporated or refined from the earlier document and the extent to which they address site-specific conditions for the project. 525 San Antonio Avenue 11PLN-00203 Page 5 Mitigated Negative Declaration 6)Lead agencies are encouraged to incorporate into the checklist references to information sources for potential impacts (e.g. general plans, zoning ordinances). Reference to a previously prepared or outside document should, where appropriate, include a reference to the page or pages where the statement is substantiated. 7)Supporting Information Sources: A source list should be attached, and other sources used or individuals contacted should be cited in the discussion. 8)The explanation of each issue should identify: a)the significance criteria or threshold, if any, used to evaluate each question; and b)the mitigation measure identified, if any, to reduce the impact to less than significance. DISCUSSION OF IMPACTS The following Environmental Checklist was used to identify environmental impacts, which could occur if the proposed project is implemented. The left-hand column in the checklist lists the source(s) for the answer to each question. The sources cited are identified at the end of the checklist. Discussions of the basis for each answer and a discussion of mitigation measures that are proposed to reduce potential significant impacts are included. A.AESTHETICS Issues and Supporting Information Resources Would the project: Sources Potentially Significant Issues Potentially Significant Unless Mitigation Incorporated Less Than Significant Impact No Impact a)Substantially degrade the existing visual character or quality of the site and its surroundings?1,2,6 x b)Have a substantial adverse effect on a public view or view corridor?1,2,3,6,x c)Substantially damage scenic resources, including, but not limited to, trees, rock outcroppings, and historic buildings within a state scenic highway? 1,2- Map L4,6 x d)Violate existing Comprehensive Plan policies regarding visual resources? 1,2,5,6 x e)Create a new source of substantial light or glare which would adversely affect day or nighttime views in the area? 1,5,6,x f)Substantially shadow public open space (other than public streets and adjacent sidewalks) between 9:00 a.m. and 3:00 p.m. from September 21 to March 21? 1,5,6,x DISCUSSION: The project at 525 San Antonio Avenue is for a tentative map to subdivide two parcels consisting of an existing 2.64-acre site into 10 single-family lots. Each lot would include a single family home and covered parking. The lots would be accessed from San Antonio Road by way of a new public street (cul- 525 San Antonio Avenue 11PLN-00203 Page 6 Mitigated Negative Declaration de-sac). Pedestrian circulation would consist of a continuous sidewalk along the entire cul-de-sac providing pedestrian connectivity between the existing sidewalks in the neighborhood and the proposed new development. The site is currently zoned R-1 (8,000) single family and is designated in the Comprehensive Plan for single family residential. The majority of architectural design aspects have not been included with this initial application for a Tentative Subdivision Map.A conceptual site plan and development project description letter have been provided as part of this application.Each residence would include a two car attached garage. The Tentative Map is subject to review by the Planning and Transportation Commission and decision by City Council, whereas the development portion of the project following a successful subdivision would only be subject to review by the Architectural Review Board (ARB) prior to the Director’s decision. ARB review will ensure an appropriate site layout and architectural design that is aesthetically pleasing and compatible with surroundings, and addressing edge conditions of single family, single story residences to the southwest, low density multi-story,multi-family residences to the northeast and recreational and one-story school buildings to the northwest. Staff has identified a gas pipeline that runs the entire length of the property line along the southwesterly edge of the property. Further study would be required following rezoning, in conjunction with ARB review of the development project, to determine if the proposed trees could actually be planted where proposed. The redevelopment of the site may result in a negligible increase in light and glare generated from the additional lighting of the site and glazing on the buildings. With the City’s standard conditions of approval, the light and glare impacts of the project would not be significant. The conditions of development approval would require the shielding of lighting such that the light does not extend beyond the site, is directional, and that the sources of light are not directly visible. The development project shown in concept as associated with the Tentative Map application would be subject to the City of Palo Alto Architectural Review Board review and approval findings to require an orderly and harmonious development, enhancement of the desirability of living conditions upon the immediate site and adjacent areas and promotion of a visual environment of high aesthetic quality and variety. The specific development project would also be subject to the performance criteria for multi- family development, and revisions to the conceptual design may be required during the ARB review process. With the required architectural review and performance criteria, the specific development project would not be permitted to substantially degrade the existing visual character or quality of the site or its surroundings, therefore no mitigation is required associated with this tentative map application.. Mitigation Measure: None B.AGRICULTURAL RESOURCES 525 San Antonio Avenue 11PLN-00203 Page 7 Mitigated Negative Declaration Issues and Supporting Information Resources Would the project: Sources Potentially Significant Issues Potentially Significant Unless Mitigation Incorporated Less Than Significant Impact No Impact a)Convert Prime Farmland, Unique Farmland, or Farmland of Statewide Importance (Farmland), as shown on the maps prepared pursuant to the Farmland Mapping and Monitoring Program of the California Resources Agency, to non-agricultural use? 1,2,3,5,6 X b)Conflict with existing zoning for agricultural use, or a Williamson Act contract? 1,2-Map L- 9,3,5 X c)Involve other changes in the existing environment which, due to their location or nature, could result in conversion of Farmland, to non-agricultural use? 1,2-MapL- 9,3,6 X DISCUSSION: The site is not located in a “Prime Farmland”, “Unique Farmland”, or “Farmland of Statewide Importance” area, as shown on the maps prepared for the Farmland Mapping and Monitoring Program of the California Resources Agency. The site is not zoned for agricultural use, and is not regulated by the Williamson Act. Mitigation Measures: None C.AIR QUALITY Issues and Supporting Information Resources Would the project: Sources Potentially Significant Issues Potentially Significant Unless Mitigation Incorporated Less Than Significant Impact No Impact a)Conflict with or obstruct with implementation of the applicable air quality plan (1982 Bay Area Air Quality Plan & 2000 Clean Air Plan)? 1,2,9 X b)Violate any air quality standard or contribute substantially to an existing or projected air quality violation indicated by the following: 1,2 9 X i.Direct and/or indirect operational emissions that exceed the Bay Area Air Quality Management District (BAAQMD) criteria air pollutants of 80 pounds per day and/or 15 tons per year for nitrogen oxides (NO), reactive organic gases (ROG), and fine particulate matter of less than 10 microns in diameter (PM10); 1,2,9 X ii.Contribute to carbon monoxide (CO) 1,2,9 X 525 San Antonio Avenue 11PLN-00203 Page 8 Mitigated Negative Declaration Issues and Supporting Information Resources Would the project: Sources Potentially Significant Issues Potentially Significant Unless Mitigation Incorporated Less Than Significant Impact No Impact concentrations exceeding the State Ambient Air Quality Standard of nine parts per million (ppm) averaged over eight hours or 20 ppm for one hour (as demonstrated by CALINE4 modeling, which would be performed when a) project CO emissions exceed 550 pounds per day or 100 tons per year; or b) project traffic would impact intersections or roadway links operating at Level of Service (LOS) D, E or F or would cause LOS to decline to D, E or F; or c) project would increase traffic volumes on nearby roadways by 10% or more)? c)Result in a cumulatively considerable net increase of any criteria pollutant for which the project region is non-attainment under an applicable federal or state ambient air quality standard (including releasing emissions which exceed quantitative thresholds for ozone precursors)? 1,2,9 X d)Expose sensitive receptors to substantial levels of toxic air contaminants? 1,9 X i.Probability of contracting cancer for the Maximally Exposed Individual (MEI) exceeds 10 in one million 1,9 X ii.Ground-level concentrations of non- carcinogenic TACs would result in a hazard index greater than one (1) for the MEI 1,9 e)Create objectionable odors affecting a substantial number of people? 1,9 X g)Not implement all applicable construction emission control measures recommended in the Bay Area Air Quality Management District CEQA Guidelines? 1 X DISCUSSION: The project is not expected to result in a significant impact on air quality. The project may result in temporary dust emissions due to construction activity. The project would have emissions well below the Bay Area Air Quality Management District’s (BAAQMD) thresholds. Development of the project site would be considered urban infill and the project is too small to incorporate project specific transportation control measures listed in the latest Clean Air Plan (i.e., Bay Area 2010 Clean Air Plan). Due to the size of the project, construction period emissions would be less than significant. The BAAQMD identified the size of land use projects that could result in significant air pollutant emissions. For construction impacts, the single family project size was indentified as 114 dwelling units. For operations impacts, the project size was indentified as 325 dwelling units. Since the project proposes 10 525 San Antonio Avenue 11PLN-00203 Page 9 Mitigated Negative Declaration dwelling units, it is concluded that emissions would be below the BAAQMD significance thresholds for both construction exhaust and operational emissions. In addition, the project would replace an existing use that produces operational emissions. The project would not violate any air quality standard. Carbon monoxide emissions from traffic generated by the project would be the pollutant of greatest concern at the local level. The project would generate a small amount of traffic, so the contribution of project generated traffic would be minimal and the project would not cause or contribute to a violation of an ambient air quality standard. The project’s impact to sensitive receptors would be less than significant as long as construction period mitigation measures are put in place. Sensitive receptors are defined as children, elderly, or ill people who can be more adversely affected by air quality problems. The proposed project will be located in an area consisting of both residential and public facility uses. Construction activity is anticipated to involve the demolition of the existing buildings as well as building construction. During construction related activities dust would be the primary pollutant generated. The nearby land uses most affected by the construction generated dust would be those residences located directly south of the site due to the typical winds generated during late spring through early fall. The BAAQMD considers these impacts to less than significant if best management practices are employed to reduce the emissions. The other potential pollutant generated would be diesel exhaust from heavy construction equipment and heavy duty truck traffic. Diesel exhaust poses both a health and nuisance impact to nearby receptors. The construction activities that will generate the diesel exhaust are anticipated to occur during a relatively short time and therefore the impacts are considered to be less than significant if reasonable control measures put in place. Although sensitive receptors are in the immediate vicinity of the project, the construction impacts would be addressed as conditions of the architectural review approval, resulting in a less than significant impact to sensitive receptors. The City of Palo Alto uses the BAAQMD thresholds of significance for air quality impacts, as follows: Long Term Impacts: Long-term project emissions primarily stem from motor vehicles associated with the proposed project. As discussed in the Transportation/Traffic section of this Initial Study, the project will not generate additional new vehicle trips. Long-term air-quality impacts are expected to be less than significant. The development project following the subdivision would be subject to the following City’s standard conditions of approval: The following controls shall be implemented for the duration of project construction to minimize dust related construction impacts: ·All active construction areas shall be watered at least twice daily. ·All trucks hauling soil, sand, and loose materials shall be covered or shall retain at least two feet of freeboard. ·All paved access roads, parking areas, and staging areas at the construction site shall be swept and watered daily. ·Submit a plan for the recovery/recycling of demolition waste and debris before the issuance of a demolition permit. 525 San Antonio Avenue 11PLN-00203 Page 10 Mitigated Negative Declaration ·Sweep streets daily if visible soil material is carried onto adjacent public streets. Mitigation Measures C-1: The effects of construction activities would be increased dustfall and locally elevated levels of particulate matter downwind of construction activity. Construction dust has the potential for creating a nuisance at nearby properties. This impact is considered less than significant if mitigation measures put place. During demolition of existing structures: §Water active demolition areas to control dust generation during demolition and pavement break- up. §Cover all trucks hauling demolition debris from the site. §Use dust-proof chutes to load debris into trucks whenever feasible. §During all construction phases: §Pave, apply water 3x/daily, or apply (non-toxic) soil stabilizers on all unpaved access roads, parking areas, and staging areas at construction sites. §Hydroseed or apply (non-toxic) soil stabilizers to inactive construction areas (previously graded areas inactive for ten days or more). §Enclose, cover, water 2x/daily, or apply (non-toxic) soil binders to exposed stockpiles (dirt, sand, etc.). §Limit traffic speeds on unpaved roads to 15 miles per hour. §Install sandbags or other erosion control measures to prevent silt runoff to public roadways. §Replant vegetation in disturbed areas as quickly as possible. §Suspend construction activities that cause visible dust plumes to extend beyond the construction site. §The project shall ensure that emissions from all construction diesel powered equipment used on the project site do not exceed 40% opacity for more than three minutes in any one hour. Any equipment found to exceed 40% opacity shall be repaired immediately. §Diesel equipment standing idle for more than five minutes shall be turned off. §As possible, avoid staging construction equipment adjacent to existing residences. The above measures include feasible measures for construction emissions identified by the BAAQMD for large sites. According to the District threshold of significance for construction impacts, implementation of the measures would reduce construction impacts of the project to a less than significant level. D.BIOLOGICAL RESOURCES Issues and Supporting Information Resources Would the project: Sources Potentially Significant Issues Potentially Significant Unless Mitigation Incorporated Less Than Significant Impact No Impact 525 San Antonio Avenue 11PLN-00203 Page 11 Mitigated Negative Declaration Issues and Supporting Information Resources Would the project: Sources Potentially Significant Issues Potentially Significant Unless Mitigation Incorporated Less Than Significant Impact No Impact a)Have a substantial adverse effect, either directly or through habitat modifications, on any species identified as a candidate, sensitive, or special status species in local or regional plans, policies, or regulations, or by the California Department of Fish and Game or U.S. Fish and Wildlife Service? 1, 2- MapN1, 5,6 x b)Have a substantial adverse effect on any riparian habitat or other sensitive natural community identified in local or regional plans, policies, regulations, including federally protected wetlands as defined by Section 404 of the Clean Water Act (including, but not limited to, marsh, vernal pool, coastal, etc.) through direct removal, filling, hydrological interruption, or other means? 1,2- MapN1, 5,6 x c)Interfere substantially with the movement of any native resident or migratory fish or wildlife species or with established native resident or migratory wildlife corridors, or impede the use of native wildlife nursery sites? 1, 2- MapN1, 5,6 x d) Conflict with any local policies or ordinances protecting biological resources, such as a tree preservation policy or as defined by the City of Palo Alto’s Tree Preservation Ordinance (Municipal Code Section 8.10)? 1, 2, 3, 5,6,7,8,18 x e)Conflict with any applicable Habitat Conservation Plan, Natural Community Conservation Plan, or other approved local, regional, or state habitat conservation plan? 1, 2, 3, 5, 6, 7,8,18 x DISCUSSION: The project site is located in an established urban area with no riparian or tree habitat for the candidate, sensitive, or special status species in the area. No endangered, threatened, or rare animals, insects and plant species have been identified at this site. The project site is located in an established residential urban setting. The project site is located approximately ½ mile from Adobe Creek, which, at its closest point to the project site, is a channelized, flowing creek. The subdivision project and eventual construction of 10 single family homes would not impact the creek, in that the project site is in an established residential area and on a site that currently contains a day care facility with seven structures, hardscape and landscaping. The project plans are conceptual due to the fact the application under review is for a Tentative Map as part of the subdivision process; as a result limited information is known about drainage and runoff from the site. However, due to the fact this site is located approximately ½ mile from the nearest creek, there are no anticipated changes to the creek banks or habitat along the creek. These factors would result in a less than significant impact to any possible riparian habitat at Adobe Creek. 525 San Antonio Avenue 11PLN-00203 Page 12 Mitigated Negative Declaration The Comprehensive Plan includes policies, programs and implementing actions to ensure the preservation of biological tree resources. The following policies and programs are relevant to the proposed Project: §Policy N-14: Protect, revitalize, and expand Palo Alto’s urban forest. §Policy N-15: Require new commercial, multi-unit, and single family housing projects to provide street trees and related irrigation systems. §Policy N-17: Preserve and protect heritage trees, including native oaks and other significant trees, on public and private property. §Program N-16:Require replacement of trees, including street trees lost to new development. §Program N-17: Develop and implement a plan for maintenance, irrigation, and replacement of trees. §Program N-19: Achieve a 50 percent tree canopy for streets, parks, and parking lots. Palo Alto’s Regulated Trees The City of Palo Alto Municipal Code regulates specific types of trees on public and private property for the purpose of avoiding their removal or disfigurement without first being reviewed and permitted by the City’s Planning or Public Works Departments. Three categories within the status of regulated trees include protected trees (PAMC 8.10), public trees (PAMC 8.04.020) and designated trees (PAMC 18.76, when so provisioned to be saved and protected by a discretionary approval.) Palo Alto Municipal Code Tree Preservation Ordinance Chapter 8.10 of the Municipal Code (the Tree Preservation Ordinance) protects a category of Regulated Trees, on public or private property from removal or disfigurement. The Regulated Tree category includes: §Protected Trees. Includes all coast live oak (Quercus agrifolia) and valley oak trees 11.5 inches or greater in diameter, coast redwood trees 18 inches or greater in diameter, and heritage trees designated by the City Council according to any of the following provisions: it is an outstanding specimen of a desirable species; it is one of the largest or oldest trees in Palo Alto; or it possesses distinctive form, size, age, location, and/or historical significance. §Street Trees.Also protected are City-owned street trees (all trees growing within the street right- of-way, outside of private property) §Designated Trees.Designated trees are established by the City when a project is subject to discretionary design review process by the Architecture Review Board that under Municipal Code Chapter 18.76.020(d)(11) includes as part of the findings of review, “whether natural features are appropriately preserved and integrated with the project.” Outstanding tree specimens contributing to the existing site,neighborhood or community, and that have a rating of “High” Suitability for Preservation as reflected in Table 3.6-1 would constitute a typical designated tree. Palo Alto Tree Preservation Guidelines 525 San Antonio Avenue 11PLN-00203 Page 13 Mitigated Negative Declaration For all development projects within the City of Palo Alto, discretionary or ministerial, a Tree Disclosure Statement (TDS) is part of the submittal checklist to establish and verify trees that exist on the site, trees that overhang the site originating on an adjacent property, and trees that are growing in a City easement, parkway, or publicly owned land. The TDS stipulates that a Tree Survey is required (for multiple trees), when a Tree Preservation Report is required (development within the dripline of a Regulated Tree), and who may prepare these documents. The City of Palo Alto Tree Technical Manual1 (Tree Technical Manual) describes acceptable procedures and standards to preserve Regulated Trees, including: §The protection of trees during construction; §If allowed to be removed, the acceptable replacement strategy; §Maintenance of protected trees (such as pruning guidelines); §Format and procedures for tree reports; and §Criteria for determining whether a tree is a hazard. Site Tree Resources Impact Assessment The conceptual development project associated with the proposed rezoning includes demolition of all existing buildings, pavement and other structures and redevelopment of the entire site. Existing trees are located within areas proposed for demolition, grading and construction. As such, significant impacts to both tree roots and crowns would be unavoidable. The applicant’s submittal, Tree Report and Protection Plan prepared by HortScience, Inc., recommends that four designated trees be removed. The four trees recommended for approval include: 1. Monterey Pine (27”) with a canopy of 28’-40’located in the playground area along the southern property line. 2. Monterey Pine (24”) with a canopy of 28’-40’ located in the playground area along the southern property line. 3. Japanese Black Pine with a canopy of 28’-40’ located in a turf area in the center of the project. 4. Almond with a canopy class of 4’-9’ located in the planter strip between the southern edge of the property and the adjacent residential homes along Ferne Ave. Each of these tree locations are identified on the site plan in the Tree Survey and Protection Plan provided by HortScience. The City Tree Technical Manual (TTM) development guidelines require the appraised value for each tree to be presented with the development application for the purpose of identifying asset value, security 1 City of Palo Alto, City of Palo Alto Tree Technical Manual, June 2001. Provided on line at http://www.cityofpaloalto.org/environment/urban_canopy.asp 525 San Antonio Avenue 11PLN-00203 Page 14 Mitigated Negative Declaration bond incentive for protection and care and/or damage or replacement value in the event of a destroyed tree. Trees classified as protected trees have a combined value of $16,050. The Tree Survey and Protection Plan prepared by HortScience identifies design recommendations to be incorporated in the plans to reduce the potential impact on protected trees (both on the subject property and those adjacent to the site and/or overhanging onto the site). The applicant would be required to work with the project arborist in conjunction with the development project, to ensure all design recommendations can and will be met prior to and during all construction related activities. Summary As previously mentioned, this application is for a Tentative Map as part of the subdivision process, so limited information is available relevant to existing and proposed landscaping. The applicant shall work with staff during the ARB review process following rezoning, to ensure all City standards regarding tree removal and replacement are met. The applicant shall also work with staff to ensure all proposed landscape materials proposed in specific development project plans are drought tolerant, non-invasive plants that meet all City Standards. Mitigation Measure D-1: Provide optimum tree replacement for loss of four trees as identified above. The applicant shall work with the City Arborist to identify adequate replacement trees (size, species, location, etc…) prior to development project approval. Mitigation Measure D-2: Prepare a Tree Preservation Report for all trees to be retained.Activity within the dripline of ordinance-regulated oak and redwood trees requires mitigation to be consistent with Policy N-7 of the Palo Alto Comprehensive Plan. An updated tree survey and tree preservation report (TPR) prepared by a certified arborist shall be submitted for review and acceptance by the City Urban Forester in conjunction with an ARB application. For reference clarity, the tree survey shall include (list and field tag) all existing trees within the project area, including adjacent trees overhanging the site. The approved TPR shall be implemented in full, including mandatory inspections and monthly reporting to City Urban Forester. The TPR shall be based on latest plans and amended as needed to address activity or within the dripline area of any existing tree to be preserved, including incidental work (utilities trenching, street work, lighting, irrigation, etc.) that may affect the health of a preserved tree. The development project shall be modified as needed for ARB review, to address recommendations identified in the TPR to reduce impacts to existing ordinance-regulated trees. The TPR shall be consistent with the criteria set forth in the tree preservation ordinance, PAMC 8.10.030 and the City Tree Technical Manual, Section 3.00, 4.00 and 6.30 http://www.cityofpaloalto.org/environment/urban_canopy.asp. To avoid improvements that may be detrimental to the health of regulated trees, the TPR shall include a review of the applicant’s landscape plan to ensure the new landscape is consistent with Tree Technical Manual, Section 5.45 and Appendix L, Landscaping under Native Oaks. Implementation of this mitigation measure would reduce the potential construction impacts to protected and retained trees to a less than significant level. 525 San Antonio Avenue 11PLN-00203 Page 15 Mitigated Negative Declaration E.CULTURAL RESOURCES Issues and Supporting Information Resources Would the project: Sources Potentially Significant Issues Potentially Significant Unless Mitigation Incorporated Less Than Significant Impact No Impact a)Directly or indirectly destroy a local cultural resource that is recognized by City Council resolution? 1,2- MapL-7 x b)Cause a substantial adverse change in the significance of an archaeological resource pursuant to 15064.5? 1,2- MapL8 x c)Directly or indirectly destroy a unique paleontological resource or site or unique geologic feature? 1,2- MapL8 x d)Disturb any human remains, including those interred outside of formal cemeteries? 1,2- MapL8 x e)Adversely affect a historic resource listed or eligible for listing on the National and/or California Register, or listed on the City’s Historic Inventory? 1,2- MapL7 x f)Eliminate important examples of major periods of California history or prehistory? 1 x DISCUSSION: The Comprehensive Plan indicates that the site is in a moderate archaeological resource sensitivity zone. Most of the City area east of Interstate 280 is designated in this zone. Although existing and historic development has altered the native landscape, the potential exists that now-buried Native American sites could be uncovered in future planning area construction. If archaeological materials are discovered the applicant would be required to perform additional testing and produce an Archaeological Monitoring and Data recovery Plan (AMDRP) to be approved prior to the start of construction. The City’s standard condition of approval will address this potentiality. Mitigation Measures: None F.GEOLOGY, SOILS AND SEISMICITY Issues and Supporting Information Resources Would the project: Sources Potentially Significant Issues Potentially Significant Unless Mitigation Incorporated Less Than Significant Impact No Impact a)Expose people or structures to potential 525 San Antonio Avenue 11PLN-00203 Page 16 Mitigated Negative Declaration substantial adverse effects, including the risk of loss, injury, or death involving: See below i)Rupture of a known earthquake fault, as delineated on the most recent Alquist- Priolo Earthquake Fault Zoning Map issued by the State Geologist for the area or based on other substantial evidence of a known fault? Refer to Division of Mines and Geology Special Publication 42. 2-MapN- 5, 5 x ii)Strong seismic ground shaking?2-MapN- 10, 5,10 x iii)Seismic-related ground failure, including liquefaction?2-MapN- 5, 6,11 x iv)Landslides? 2-MapN- 5, 5,10 x b)Result in substantial soil erosion or the loss of topsoil?1, 2, 5,10 x x c) Result in substantial siltation? 1,2,5,10 x d)Be located on a geologic unit or soil that is unstable, or that would become unstable as a result of the project, and potentially result in on-or off-site landslide, lateral spreading, subsidence, liquefaction or collapse? 2-MapN- 5, 5,10 x e)Be located on expansive soil, as defined in Table 18-1-B of the Uniform Building Code (1994), creating substantial risks to life or property? 2-MapN- 5, 5,10 x f)Have soils incapable of adequately supporting the use of septic tanks or alternative waste water disposal systems where sewers are not available for the disposal of waste water? 1,5,10 x g) Expose people or property to major geologic hazards that cannot be mitigated through the use of standard engineering design and seismic safety techniques? 1,4,5,10 x DISCUSSION: The entire state of California is in a seismically active area. According to the Palo Alto Comprehensive Plan the project site is not in an area that is subject to very strong ground shaking in the event of an earthquake or in an area subject to expansive soils, surface rupture, liquefaction, or earthquake induced landslides. Based on the engineering analysis in the Geotechnical Investigation prepared by Lowney Associates, from a geotechnical engineering viewpoint, the site is suitable for residential development. However, there are important geotechnical conditions to be considered as part of the continued planning of the development, which are: §Moderate expansion potential of the shallow clay soils; §Grounds water measured as shallow as a depth of 7.5 feet (at time of drilling) 525 San Antonio Avenue 11PLN-00203 Page 17 Mitigated Negative Declaration The moderate expansion potential of the shallow clay soils can be addressed by utilizing conventional or post-tensioned mat foundations and maintaining the moisture content of the clay soils exposed at the bottom of footing excavations during construction. If ground water is shallower at time of construction, it could affect the foundation excavations or utility trench excavations and construction. Ground water levels at the site are subject to seasonal and climatic fluctuation and could occur at higher elevations at future times. Therefore, as a mandatory condition of approval associated with eventual development on the site, and particularly if basements are proposed underneath the residential structures submitted for ARB review, it would be prudent to determine the depth to ground water near the time of construction and, if required, provide effective dewatering for footing or utility excavations. Preliminary grading and drainage plans would be required for City staff review in conjunction with an ARB application. Development on the site would be required to conform to all requirements in the Uniform Building Code, which includes provisions to ensure that the design and construction of all buildings includes provisions to resist damage from earthquakes to the extent feasible and acceptable. Substantial or permanent changes to the site topography are not expected. Standard conditions of development approval would require submittal of a final grading and drainage plan for the project for approval by the Public Works Department prior to the issuance of a building permit. The application of standard grading, drainage, and erosion control measures as a part of the approved grading and drainage plan is expected to avoid any grading-related impacts. Mitigation Measures F-1: The design of all buildings shall be in accordance with current earthquake resistant standards, including the 2007 CBC guidelines and design recommendations regarding the potential for localized liquefaction presented in the Geotechnical Investigation provided by TRC. Mitigation Measures F-2: Prior to final approval of any development plan and prior to building permit issuance the applicant will be required to retain a geotechnical engineer to 1) perform a final geotechnical investigation once site development plans are complete, 2) review the final construction plans and specifications, and 3) observe the earthwork and foundation installation. None G.HAZARDS AND HAZARDOUS MATERIALS Issues and Supporting Information Resources Would the project: Sources Potentially Significant Issues Potentially Significant Unless Mitigation Incorporated Less Than Significant Impact No Impact a)Create a significant hazard to the public or the environment through the routing transport, use, or disposal of hazardous materials?1, 5,16 x b)Create a significant hazard to the public or the environment through reasonably foreseeable upset and accident conditions involving the release of hazardous materials into the environment? 1, 5,16 X c)Emit hazardous emissions or handle hazardous or acutely hazardous materials, substances, or waste within one-quarter mile of an existing or proposed school? 1, 5,16 X 525 San Antonio Avenue 11PLN-00203 Page 18 Mitigated Negative Declaration d) Construct a school on a property that is subject to hazards from hazardous materials contamination, emissions or accidental release? 1,5,16 X d)Be located on a site which is included on a list of hazardous materials sites compiled pursuant to Government Code Section 65962.5 and, as a result, would it create a significant hazard to the public or the environment? 1, 2- MapN-9, 5 X e)For a project located within an airport land use plan or, where such a plan has not been adopted, within two miles of a public airport or public use airport, would the project result in a safety hazard for people residing or working in the project area? 1, 2 X f)For a project within the vicinity of a private airstrip, would the project result in a safety hazard for people residing or working the project area? 1, 2 X g)Impair implementation of or physically interfere with an adopted emergency response plan or emergency evacuation plan? 1,2- MapN-7 X h)Expose people or structures to a significant risk of loss, injury, or death involving wildland fires, including where wildlands are adjacent to urbanized areas or where residences are intermixed with wildlands? 2-MapN-7 X i) Create a significant hazard to the public or the environment from existing hazardous materials contamination by exposing future occupants or users of the site to contamination in excess of soil and ground water cleanup goals developed for the site? 1, 5,16 X DISCUSSION: The proposed project will not involve the handling, transportation, use, disposal, or emission of hazardous materials. The project site is not identified by either the California Environmental Protection Agency or the California State Water Resources Control Board as a hazardous materials site. The project is not expected to pose airport-related safety hazards. The proposed project will not interfere with either emergency response or evacuation. The project site is not located in a designated fire hazard area. The new construction and site design shall be required to comply with the City’s building permit approval standards and fire equipment and fire protection coverage standards as conditions of project approval prior to the issuance of a building permit. The Phase I Preliminary Site Assessment provided by Henshaw Associates indicates the subject site is not on any list of known contaminated sites, nor do there appear to be any listed sites in the immediate facility that have an obvious potential to impact soil or groundwater quality at the subject site. Signs indicating the existence of a PG&E pipeline are present on the south side of the property near the play area. The line itself does not appear to represent a significant environmental concern. However, both the City of Palo Alto Fire and Utilities Departments would provide specific conditions of ARB approval to ensure the protection of the pipeline during construction. 525 San Antonio Avenue 11PLN-00203 Page 19 Mitigated Negative Declaration Mitigation Measures: None H.HYDROLOGY AND WATER QUALITY Issues and Supporting Information Resources Would the project: Sources Potentially Significant Issues Potentially Significant Unless Mitigation Incorporated Less Than Significant Impact No Impact a)Violate any water quality standards or waste discharge requirements?1,2,5,6 X b)Substantially deplete groundwater supplies or interfere substantially with groundwater recharge such that there would be a net deficit in aquifer volume or a lowering of the local groundwater table level (e.g., the production rate of pre-existing nearby wells would drop to a level which would not support existing land uses or planned uses for which permits have been granted)? 2-MapN2 X c)Substantially alter the existing drainage pattern of the site or area, including through the alteration of the course of a stream or river, in a manner which would result in substantial erosion or siltation on-or off-site?1,2,5,6 X d)Substantially alter the existing drainage pattern of the site or area, including through the alteration of the course of a stream or river, or substantially increase the rate or amount of surface runoff in a manner which would result in flooding on-or off-site? 1,2,5,6 X e)Create or contribute runoff water which would exceed the capacity of existing or planned stormwater drainage systems or provide substantial additional sources of polluted runoff? 1,2,5,6 X f)Otherwise substantially degrade water quality?1,2 X g)Place housing within a 100-year flood hazard area as mapped on a federal Flood Hazard Boundary or Flood Insurance Rate Map or other flood hazard delineation map?1, 2-Map N-6,6 X h)Place within a 100-year flood hazard area structures which would impede or redirect flood flows? 2-MapN6 X i)Expose people or structures to a significant risk of loss, injury or death involve flooding, including flooding as a result of the failure of a levee or dam or being located within a 100-year flood hazard area? 2-MapN6 N8 X j)Inundation by seiche, tsunami, or mudflow?2-MapN6, N8 X 525 San Antonio Avenue 11PLN-00203 Page 20 Mitigated Negative Declaration k) Result in stream bank instability? 1,2- MapN6,8 X DISCUSSION: The site currently contains seven existing structures all used for the purposes of a day care facility. The seven structures total approximately 18,718 square feet. The rest of the site consists of asphalt paving, permeable play areas and minimal landscaping. The project site is not located in an area of groundwater recharge and will not deplete the groundwater supplies. The project site is located approximately ½ mile outside of the 100-year flood hazard area and would not impede or redirect flood flows. The site is approximately a ½ mile away from Adobe Creek which is located north/northwest of the site. The project site is not in an area that is subject to seiche, tsunami or mudflow. As previously mentioned in the Geology, Soils and Seismicity section of this study, groundwater at the site has been measured to as shallow a depth as 7.5 feet. Therefore it would be prudent to determine the depth to ground water prior to construction. The City would require the level of groundwater be determined prior to the ARB review process. With the City’s required conditions of ARB approval the water impacts of the project would not be significant. During demolition, grading and construction, storm water pollution could result. Standard conditions of ARB approval would require the incorporation of Best Management Practices (BMPs) for storm water pollution prevention in all construction operations, in conformance with the Santa Clara Valley Non-Point Source Pollution Control Program, and submittal of a stormwater pollution prevention plan (SWPPP) in conjunction with building permit plans to address potential water quality impacts. City development standards and standard conditions of project approval would reduce potential negative impacts of the development project to less than significant. Mitigation Measure: None I.LAND USE AND PLANNING Issues and Supporting Information Resources Would the project: Sources Potentially Significant Issues Potentially Significant Unless Mitigation Incorporated Less Than Significant Impact No Impact a)Physically divide an established community?1,2 X b)Conflict with any applicable land use plan, policy, or regulation of an agency with jurisdiction over the project (including, but not limited to the general plan, specific plan, local coastal program, or zoning ordinance) adopted for the purpose of avoiding or mitigating an environmental effect? 1,2,3,5,6, 11 X c)Conflict with any applicable habitat conservation plan or natural community conservation plan? 1,2 X d) Substantially adversely change the type or intensity of existing or planned land use in the 1,2,5,6,11 X 525 San Antonio Avenue 11PLN-00203 Page 21 Mitigated Negative Declaration Issues and Supporting Information Resources Would the project: Sources Potentially Significant Issues Potentially Significant Unless Mitigation Incorporated Less Than Significant Impact No Impact area? e) Be incompatible with adjacent land uses or with the general character of the surrounding area, including density and building height? 1,2,3,5,6, 11 X f) Conflict with established residential, recreational, educational, religious, or scientific uses of an area? 1,2,5,6,11 X g) Convert prime farmland, unique farmland, or farmland of statewide importance (farmland) to non-agricultural use? 1,2,6 X DISCUSSION: The project at 525 San Antonio Avenue is for a tentative map to subdivide two parcels consisting of an existing 2.64-acre site into 10 single-family lots. Each lot would include a single family home and covered parking. The lots would be accessed from San Antonio Road by way of a new public street (cul- de-sac). Pedestrian circulation would consist of a continuous sidewalk along the entire cul-de-sac providing pedestrian connectivity between the existing sidewalks in the neighborhood and the proposed new development. The development project would involve the lot merger of two existing, adjacent lots into one large lot totaling 2.65 acres followed by the subdivision of the new lot into a 10 lot subdivision requiring the application of a Tentative Map in accordance with the procedures set forth in the Subdivision Map Act. The Comprehensive Plan and R-1 zoning district provide for single family residential as a permitted land use. The proposed project is consistent with Palo Alto Municipal Code and the City’s Comprehensive Plan.. The lots are would all meet the minimum size of 8,000 square feet, and vary in size from about 8,300 square feet to 11,000 square feet. The project will utilize the City’s standard public street width requirement of 32 feet and provide on-street parking on one side of the public street. The proposed plan also incorporates a public access easement at the terminus of the cul-de-sac, to accommodate a potential future pedestrian and bike path to Cubberly Community Center and Greendell. The development project would be required to comply with the standards for Leadership in Energy and Environmental Design for Neighborhood Development (LEED-ND) pilot program, assuming the development application were submitted during the term of the pilot program. The subject site is located in a transitional zone in terms of surrounding uses and zoning designations. It is surrounded on three sides by developed land. Five single family, single story residences zoned R-1 (8000), the same zoning as the subject site, are along the southwesterly property line, PAUSD’s Greendell campus is to the northwest, and four low density multi-family zoned (RM-15) properties are to the northeast. Directly across San Antonio Avenue to the south is a private educational facility and more multi-family housing comprised of townhomes and condominiums. 525 San Antonio Avenue 11PLN-00203 Page 22 Mitigated Negative Declaration The site is not located in a “Prime Farmland”, “Unique Farmland”, or “Farmland of Statewide Importance” area, as shown on the maps prepared for the Farmland Mapping and Monitoring Program of the California Resources Agency. The site is not zoned for agricultural use, and is not regulated by the Williamson Act. Compliance with parking regulations is addressed in Section O below. Mitigation Measures: None. J.MINERAL RESOURCES Issues and Supporting Information Resources Would the project: Sources Potentially Significant Issues Potentially Significant Unless Mitigation Incorporated Less Than Significant Impact No Impact a)Result in the loss of availability of a known mineral resource that would be of value to the region and the residents of the state? 1,2 X b)Result in the loss of availability of a locally- important mineral resource recovery site delineated on a local general plan, specific plan or other land use plan? 1,2 X DISCUSSION: The City of Palo Alto has been classified by the California Department of Conservation (DOC), Division of Mines and Geology (DMG) as a Mineral Resource Zone 1 (MRZ-1). This designation signifies that there are no aggregate resources in the area. The DMG has not classified the City for other resources. There is no indication in the 2010 Comprehensive Plan that there are locally or regionally valuable mineral resources within the City of Palo Alto. Mitigation Measures: None. K.NOISE Issues and Supporting Information Resources Would the project: Sources Potentially Significant Issues Potentially Significant Unless Mitigation Incorporated Less Than Significant Impact No Impact a)Exposure of persons to or generation of noise levels in excess of standards established in the local general plan or noise ordinance, or applicable standards of other agencies? 1,2,12 X b)Exposure of persons to or generation of 525 San Antonio Avenue 11PLN-00203 Page 23 Mitigated Negative Declaration Issues and Supporting Information Resources Would the project: Sources Potentially Significant Issues Potentially Significant Unless Mitigation Incorporated Less Than Significant Impact No Impact excessive ground borne vibrations or ground borne noise levels? 1,2,12 X c)A substantial permanent increase in ambient noise levels in the project vicinity above levels existing without the project? 1,2,12 X d)A substantial temporary or periodic increase in ambient noise levels in the project vicinity above levels existing without the project?1,2,12 X e)For a project located within an airport land use plan or, where such a plan has not been adopted, would the project expose people residing or working in the project area to excessive noise levels? 1,2 X f)For a project within the vicinity of a private airstrip, would the project expose people residing or working in the project area to excessive noise levels? 1,2 X g) Cause the average 24 hour noise level (Ldn) to increase by 5.0 decibels (dB) or more in an existing residential area, even if the Ldn would remain below 60 dB? 1,2,12 X h) Cause the Ldn to increase by 3.0 dB or more in an existing residential area, thereby causing the Ldn in the area to exceed 60 dB? 1,2,12 X i) Cause an increase of 3.0 dB or more in an existing residential area where the Ldn currently exceeds 60 dB? 1,2,12 X j) Result in indoor noise levels for residential development to exceed an Ldn of 45 dB? 1,2,12 X k) Result in instantaneous noise levels of greater than 50 dB in bedrooms or 55 dB in other rooms in areas with an exterior Ldn of 60 dB or greater? 1,2,12 X X l) Generate construction noise exceeding the daytime background Leq at sensitive receptors by 10 dBA or more? 1,2,12 X DISCUSSION: The project site is located in an area with an existing noise level ranging between 56-70dBA. This noise level is typical for single-family residential districts. Grading and construction activities will result in temporary increases in local ambient noise levels. Typical noise sources would include mechanical equipment associated with excavation, grading and construction, which will be short term in duration. Standard approval conditions would require the project to comply with the City’s Noise Ordinance (PAMC Chapter 9.10), which restricts the timing and overall noise levels associated with construction activity. Short-term construction that complies with the Noise Ordinance would result in impacts that are expected to be less than significant. 525 San Antonio Avenue 11PLN-00203 Page 24 Mitigated Negative Declaration Estimated future noise levels at the site will range from DNL (day-night average sound level) 6875dBA along the front half of the site fronting San Antonio Avenue (eastern portion) to 60dBA in the western portion of the site. These levels fall within the normally and conditionally acceptable land use categories at the site. Where the DNL exceeds 60dBA, the project must incorporate mitigation measures into the building design to reduce interior noise levels from exterior sources to DNL 45dBA or less, and to reduce maximum sound levels in residential units from vehicles to 50dBA in bedrooms and 55dBA in other rooms. To meet the indoor noise level criteria, sound-rated exterior facades will be necessary for some units. Recommendations for sound rated construction will depend on the size and type of rooms, window and exterior facades, and must be determined during the design phase. Long term noise associated with the proposed project will not increase. The Peninsula Day Care Center currently occupies the site. The Technical Memorandum prepared by TJKM Transportation Consultants dated May 14, 2010 indicates the proposed residences would reduce peak hour trips in and out of the site by approximately 90%. Therefore the vehicle trips associated with the project is not expected to increase environmental noise in the project vicinity. However, there are long term noise impacts associated with the use of outdoor condensing units. At this time it is not known whether any of the units will have outdoor condensing units. If outdoor condensing units are proposed mitigation measures will be needed to reduce noise to within the Noise Ordinance limits. The City’s standard conditions of approval will be applied to the project to ensure the construction noise and outdoor mechanical equipment noise impacts will be reduced to a level of insignificance. The City will continue to work with the applicant during the design phase of the project to ensure that adequate noise reduction measures be implemented to help mitigate potential noise impacts from increased traffic along San Antonio Avenue. The project site is not located within an airport land use plan or within the vicinity of a private airstrip. Mitigation Measures N-1: In order to meet the indoor noise level criteria, sound rated exterior facades shall be required for those affected units listed in the Environmental Noise Assessment provided my Charles M. Salter Associates Inc.,dated September 17, 2010. Recommendations for sound-rated construction will depend on the size and type of rooms, windows, and exterior facades, and must be determined during the design phase project review. Mitigation Measures N-2:In order to mitigate noise impacts associated with outdoor mechanical equipment mitigation measures will be required. These may include a combination of selecting quiet units, maintain minimum distances to property lines, and physical barriers and/or enclosures. The applicant shall work with staff during the design phase to determine to specific requirements. L.POPULATION AND HOUSING Issues and Supporting Information Resources Would the project: Sources Potentially Significant Issues Potentially Significant Unless Mitigation Incorporated Less Than Significant Impact No Impact a)Induce substantial population growth in an area, either directly (for example, by proposing new homes and businesses) or indirectly (for example, through extension of roads or other 1,2,5,6 X 525 San Antonio Avenue 11PLN-00203 Page 25 Mitigated Negative Declaration Issues and Supporting Information Resources Would the project: Sources Potentially Significant Issues Potentially Significant Unless Mitigation Incorporated Less Than Significant Impact No Impact infrastructure)? b)Displace substantial numbers of existing housing, necessitating the construction of replacement housing elsewhere?1,5,6 X c)Displace substantial numbers of people, necessitating the construction of replacement housing elsewhere?1,5,6 X d) Create a substantial imbalance between employed residents and jobs? 1,2,6 X e) Cumulatively exceed regional or local population projections? 1,2,6,17 X DISCUSSION: The project is for a tentative map to subdivide two parcels consisting of an existing 2.64-acre site into 10 single-family lots. Each lot would include a single family home and covered parking.The proposal includes the demolition of the existing Peninsula Day Care Center, which includes all structures, hardscape and landscape. Population in Palo Alto’s sphere of influence in 1996, according to Palo Alto Comprehensive Plan was 58,000 people. This is projected by the City’s Comprehensive Plan to increase to 62,880 by 2010. The project, by adding to the housing stock by 10 units, would cumulatively contribute to population in the area. The average household size in Palo Alto is 2.24 persons, which would mean the project could generate a total of 23 people. The projects cumulative impacts for the purposes of CEQA are also considered to be less than significant, as the impact from the project alone is not “considerable”, and is di minimus, as environmental conditions would essentially be the same whether or not the project is implemented (as per CEQA Guidelines §15355 and §15064). This incremental increase in population generated by the proposed project would not be considered a significant impact.City development standards, development fees (including impact fees) and standard conditions of project approval reduce potential negative impacts of the project to less than significant. The project would be subject to the policies and regulations of the Below Market Rate Housing program, including the payment of in-lieu fees. Mitigation Measures: None. M.PUBLIC SERVICES Issues and Supporting Information Resources Would the project: Sources Potentially Significant Issues Potentially Significant Unless Mitigation Incorporated Less Than Significant Impact No Impact 525 San Antonio Avenue 11PLN-00203 Page 26 Mitigated Negative Declaration Issues and Supporting Information Resources Would the project: Sources Potentially Significant Issues Potentially Significant Unless Mitigation Incorporated Less Than Significant Impact No Impact a)Would the project result in substantial adverse physical impacts associated with the provision of new or physically altered governmental facilities, need for new or physically altered governmental facilities, the construction of which could cause significant environmental impacts, in order to maintain acceptable service ratios, response times or other performance objectives for any of the public services: Fire protection? Police protection? Schools? Parks? Other public facilities? 1, 2 1, 2 1, 2,20 1, 2 1, 2 X X X X X DISCUSSION: Fire The site is presently served by the Palo Alto Fire Department. The proposed changes will not impact present Fire District service to the site or area. The project would, as a condition of approval, be required to comply with all Fire Department requirements for fire safety. Police The site is located within the jurisdiction of the Palo Alto Police Department. The proposed changes will not result in the need for additional police officers, equipment or facilities. Schools No significant demand for school services would result from the project, which is not expected to generate a substantial increase in Palo Alto’s residential population.Based on the Palo Alto Unified School District (PAUSD) student generation rates of 0.75 students per single family detached dwelling unit and 0.7 per Below Market Rate rental unit, the project would generate approximately 8 school-age children. Currently, enrollment in the PAUSD is approaching capacity. School overcrowding is not considered a significant effect however, under CEQA [Goleta Union School District v. The regents of the University of California (35 Cal.App.4th 1121 (1995)]. Rather, the increase in students from a project is only significant if such an increase would create significant environmental effects, such as impacts from the construction of a new school. Due to demand, the PAUSD is examining options to increase capacity, including re-opening currently closed schools. 525 San Antonio Avenue 11PLN-00203 Page 27 Mitigated Negative Declaration However, the project’s cumulative impacts for the purposes of CEQA are considered to be less than significant, as the impact from the project alone is not considerable. It should be noted that the PAUSD has implemented a school impact fee that the applicant would be required to pay. Impact fees are used only for construction and reconstruction of school facilities. As of July 21, 1996, the City of Palo Alto withholds building permits until PAUSD has certified that school impact fees have been paid. Parks Impact fees to address impacts on parks were adopted by the Palo Alto City Council in March of 2002. As a condition of subdivision and prior to receiving a building permit, the project applicant will be required to pay a one-time development impact fee for parks. The City’s park-in-lieu fee and park facility fee will be used to offset impacts on park facilities as a result of this project. Therefore, the project would result in a less than significant impact. Other Public Facilities Impact fees to address impacts on community centers and libraries were adopted by the Palo Alto City Council in March of 2002. Prior to receiving a building permit, the project applicant will be required to pay a one time development impact fee for community centers and libraries.The fee will be used to offset impacts on community centers and library facilities as a result of this project. Therefore, the project would result in a less than significant impact. Mitigation Measures: None N.RECREATION Issues and Supporting Information Resources Would the project: Sources Potentially Significant Issues Potentially Significant Unless Mitigation Incorporated Less Than Significant Impact No Impact a)Would the project increase the use of existing neighborhood and regional parks or other recreational facilities such that substantial physical deterioration of the facility would occur or be accelerated? 1,5,6 X b)Does the project include recreational facilities or require the construction or expansion of recreational facilities which might have an adverse physical effect on the environment? 1,5,6 X DISCUSSION: The development project following the subdivision process and subject to ARB review would be subject to payment of impact fees for parks, libraries and community facilities. The eventual subdivision project would be further subject to payment of parkland dedication fees. The project in total would therefore 525 San Antonio Avenue 11PLN-00203 Page 28 Mitigated Negative Declaration not have any significant impact on existing parks, nor include or require construction of recreational facilities. No mitigation is required. There would not be a significant change to the demand of recreation services as a result of the proposed project. The development project includes a proposal for common area for recreation and private yard areas for each residence. Mitigation Measures: None O.TRANSPORTATION AND TRAFFIC Issues and Supporting Information Resources Would the project: Sources Potentially Significant Issues Potentially Significant Unless Mitigation Incorporated Less Than Significant Impact No Impact a)Cause an increase in traffic which is substantial in relation to the existing traffic load and capacity of the street system (i.e., result in a substantial increase in either the number of vehicle trips, the volume to capacity ratio on roads, or congestion at intersections)? 1,5,6,14, X b)Exceed, either individually or cumulatively, a level of service standard established by the county congestion management agency for designated roads or highways? 1,5,6,14, X c)Result in change in air traffic patterns, including either an increase in traffic levels or a change in location that results in substantial safety risks? 1 X d)Substantially increase hazards due to a design feature (e.g., sharp curves or dangerous intersections) or incompatible uses (e.g., farm equipment)? 1,5,6,14 X e)Result in inadequate emergency access? 1,2,5 X f)Result in inadequate parking capacity?1,2,5,6,14,X g)Conflict with adopted policies, plans, or programs supporting alternative transportation (e.g., pedestrian, transit & bicycle facilities)? 1,2,5,6,14 X h) Cause a local (City of Palo Alto) intersection to deteriorate below Level of Service (LOS) D and cause an increase in the average stopped delay for the critical movements by four seconds or more and the critical volume/capacity ratio (V/C) value to increase 1,2,5,14 X 525 San Antonio Avenue 11PLN-00203 Page 29 Mitigated Negative Declaration Issues and Supporting Information Resources Would the project: Sources Potentially Significant Issues Potentially Significant Unless Mitigation Incorporated Less Than Significant Impact No Impact by 0.01 or more? i) Cause a local intersection already operating at LOS E or F to deteriorate in the average stopped delay for the critical movements by four seconds or more? 1,2,5,14 X j) Cause a regional intersection to deteriorate from an LOS E or better to LOS F or cause critical movement delay at such an intersection already operating at LOS F to increase by four seconds or more and the critical V/C value to increase by 0.01 or more? 1,2,5,14 X k) Cause a freeway segment to operate at LOS F or contribute traffic in excess of 1% of segment capacity to a freeway segment already operating at LOS F? 1,2,5,14 X l) Cause any change in traffic that would increase the Traffic Infusion on Residential Environment (TIRE) index by 0.1 or more? 1,2,5,14 X m) Cause queuing impacts based on a comparative analysis between the design queue length and the available queue storage capacity? Queuing impacts include, but are not limited to, spillback queues at project access locations; queues at turn lanes at intersections that block through traffic; queues at lane drops; queues at one intersection that extend back to impact other intersections, and spillback queues on ramps. 1,2,5,14 X n) Impede the development or function of planned pedestrian or bicycle facilities? 1,2,5,14 X o) Impede the operation of a transit system as a result of congestion? 1,2,5,14 X p) Create an operational safety hazard?1,5,14 X DISCUSSION: A Technical Memorandum was prepared by TJKM Transportation Consultants for the same applicant for a separate application for the same site that was for a rezone and comprehensive plan amendment that included the proposed development of 26 single family residences. That application was denied by the City of Palo Alto on May 9, 2011. Subsequently, the applicant has submitted a Tentative Map application to subdivide the same two parcels consisting of an existing 2.64-acre site into 10 single-family lots. No rezoning or Comprehensive Plan Amendment would be required. Due to the fact the new application is for 10 single family residences as opposed to 26 single family residences it was determined by our Transportation Department that no additional traffic analysis would be required. A complete transportation impact analysis was not required for the rezone and Comprehensive Plan Amendment and is not required for the Tentative Map application due to the fact that the proposed project is estimated to result in a net decrease in both peak hour and daily 525 San Antonio Avenue 11PLN-00203 Page 30 Mitigated Negative Declaration trips. The existing facility at the project site includes seven single story structures used by the day care center. The traffic memorandum prepared by TJKM concludes that there will be no negative impacts at the site or at nearby intersections caused by the change in land use. The nearby intersection directly northeast of the project site at Middlefield Road and San Antonio Avenue is a busy intersection. The traffic memorandum prepared by TJKM studied the current level of service (LOS) for this intersection. LOS were made for existing, mid-term and long –term scenarios for both AM and PM peak hour conditions. The LOS ratings for each scenario is as follows: 1. Existing AM/PM peak hour: LOS C/E 2. Mid-Term AM/PM peak hour: LOS F/F 3. Long-Term AM/PM peak hour: LOS F/F The current AM LOS is acceptable at LOS C, the current PM LOS is LOS E and both scenarios in the future can expect to experience LOS F conditions during the AM and PM peak hours. According to the traffic memo prepared by TJKM it is anticipated that trips would be expected to be removed from the intersection during each of the peak hours. Such a reduction would be expected to improve the future peak hour operating conditions at this intersection. Access/Circulation Proposed access to the site is indicated on concept plans as one vehicular connection proposed as a 32 foot wide public street (cul-de-sac)accessed from San Antonio Avenue. The pedestrian circulation consists of a continuous sidewalk along the entire cul-de-sac, providing pedestrian connectivity between the existing sidewalks in the neighborhood and the proposed community.The street would have a continuous sidewalk and four on street spaces for guest parking along the eastern side of the street. Eleven additional on street parking spaces will be provided along the San Antonio Avenue frontage road, Parking Spaces The development project would provide the necessary parking requirements as required by the City of Palo Alto Zoning Ordinance. Parking is indicated as two-car attached garages for each of the 10 single family residences for a total of 20 parking spaces. In addition to the 20 parking spaces there would also be four designated parking spaces provided as guest parking spaces for a total of 24 parking spaces. Because only a conceptual site plan was provided as part of the application for the Tentative Map, limited information was provided regarding parking. The applicant would be required to provide a comprehensive parking plan as part of the ARB review application. Transit Service Impacts Existing bus service is provided within one-quarter mile of the project site. Commuter rail service is provided by Caltrain at the San Antonio station which is approximately one half of a mile from the project site. The project is estimated to have a less than significant impact to transit service. Pedestrian and Bicycle Impacts 525 San Antonio Avenue 11PLN-00203 Page 31 Mitigated Negative Declaration Pedestrian access is provided at the southern edge of the property along both sides of the vehicular access point. The proposed development includes a connection to a potential future pathway on the adjacent Cubberley Community center site. The project has been reviewed by the City Fire Department and Transportation Division and does not contain design features that will substantially increase hazards or result in inadequate emergency access. The project would not result in a change to air traffic patterns. Impact Fees The development of the property would be subject to citywide traffic impact fees and the San Antonio/West Bayshore traffic impact fee. Mitigation Measures: None P.UTILITIES AND SERVICE SYSTEMS Issues and Supporting Information Resources Would the project: Sources Potentially Significant Issues Potentially Significant Unless Mitigation Incorporated Less Than Significant Impact No Impact a)Exceed wastewater treatment requirements of the applicable Regional Water Quality Control Board?1,2 X b)Require or result in the construction of new water or wastewater treatment facilities or expansion of existing facilities, the construction of which could cause significant environmental effects? 1,2 X c)Require or result in the construction of new storm water drainage facilities or expansion of existing facilities, the construction of which could cause significant environmental effects? 1,2 X d)Have sufficient water supplies available to serve the project from existing entitlements and resources, or are new or expanded entitlements needed? 1,2 X e)Result in a determination by the wastewater treatment provider which serves or may serve the project that it has inadequate capacity to serve the project’s projected demand in addition to the provider’s existing commitments? 1 X f)Be served by a landfill with sufficient permitted capacity to accommodate the project’s solid waste disposal needs?1 X g)Comply with federal, state, and local statutes and regulations related to solid waste?1 X 525 San Antonio Avenue 11PLN-00203 Page 32 Mitigated Negative Declaration Issues and Supporting Information Resources Would the project: Sources Potentially Significant Issues Potentially Significant Unless Mitigation Incorporated Less Than Significant Impact No Impact h) Result in a substantial physical deterioration of a public facility due to increased use as a result of the project? 1 X DISCUSSION: As previously mentioned, this application is for a Tentative Map and as a result only a site plan and boundary map were provided so limited information is available relevant to the project’s impact on utilities and service systems.Based on the information that was provided the proposed project would not significantly increase the demand on existing utilities and service systems, or use resources in a wasteful or inefficient manner. Standard conditions of ARB approval would require the applicant to submit calculations by a registered civil engineer to show that the on-site and off site water, sewer and fire systems are capable of serving the needs of the development and adjacent properties during peak flow demands. Trash and recycling facilities would be are proposed in the development project to accommodate the expected waste and recycling streams that would be generated by the expected uses within the building. The development project would be subject to all conditions of approval that would be provided by all applicable city departments. Mitigation Measures: None Q.MANDATORY FINDINGS OF SIGNIFICANCE Issues and Supporting Information Resources Would the project: Sources Potentially Significant Issues Potentially Significant Unless Mitigation Incorporated Less Than Significant Impact No Impact a)Does the project have the potential to degrade the quality of the environment, substantially reduce the habitat of a fish or wildlife species, cause a fish or wildlife population to drop below self-sustaining levels, threaten to eliminate a plant or animal community, reduce the number or restrict the range of a rare or endangered plant or animal or eliminate important examples of the major periods of California history or prehistory? 1,2-Map L4,5 X b)Does the project have impacts that are individually limited, but cumulatively considerable? (“Cumulatively considerable” means that the incremental effects of a project are considerable when viewed in connection with the effects of past projects, the effects of other current projects, and the 1,2,5 X 525 San Antonio Avenue 11PLN-00203 Page 33 Mitigated Negative Declaration Issues and Supporting Information Resources Would the project: Sources Potentially Significant Issues Potentially Significant Unless Mitigation Incorporated Less Than Significant Impact No Impact effects of probable future projects)? c)Does the project have environmental effects which will cause substantial adverse effects on human beings, either directly or indirectly? 1,5,8,9,12, X DISCUSSION: The project would not have an impact on fish or wildlife habitat, nor would it impact cultural or historic resources. The uses are appropriate for the site and the development would not result in an adverse visual impact. There is nothing in the nature of the proposed development and property improvements that would have a substantial adverse effect on human beings, or other life or environmental impacts once mitigation is implemented to reduce potential impacts to the users of the new subdivision project in the area of biological resources, noise, seismicity and air quality. Global Climate Change Impacts Global climate change is the alteration of the Earth’s weather including its temperature, precipitation, and wind patterns. Global temperatures are affected by naturally occurring atmospheric and anthropogenic gases, such as carbon dioxide, methane, and nitrous oxide. These gases allow sunlight into the Earth’s atmosphere, but prevent radiant heat from escaping from the atmosphere, which is known as the “greenhouse” effect. The world’s leading climate scientists have reached consensus that global climate change is underway and that human activity is a contributing factor. Twenty agencies at the international, national, state, and local levels are considering strategies to control emissions of gases that contribute to global warming. There is no comprehensive strategy that is being implemented on a global scale that addresses climate change; however, in California a multiagency “Climate Action Team”, has identified a range of strategies and the Air Resources Board, under Assembly Bill (AB)32, has been designated to adopt the main plan for reducing California's greenhouse gas (GHG) emissions by January 1, 2009, and regulations and other initiatives for reducing GHG emissions by January 1, 2011. AB 32 requires achievement by 2020 of a statewide GHG emissions limit equivalent to 1990 emissions, and the adoption of rules and regulations to achieve the maximum technologically feasible and cost-effective GHG emissions reductions. By 2050, the state plans to reduce GHG emissions to 80 percent below 1990 levels. Although the State of California has established programs to reduce GHG emissions, there are no established standards for gauging the significance of GHG emissions. Neither CEQA nor the CEQA Guidelines provide any methodology for analysis of GHGs. Given the “global” scope of global climate change, the challenge under CEQA is for a Lead Agency to translate the issue down to the level of a CEQA document for a specific project in a way that is meaningful to the decision making process. Under CEQA, the essential questions are whether a project creates or contributes to an environmental impact or is subject to impacts from the environment in which it would occur, and what mitigation measures are available to avoid or reduce the impacts. 525 San Antonio Avenue 11PLN-00203 Page 34 Mitigated Negative Declaration The proposed project would generate GHGs primarily through electricity generation and use and the creation of vehicle trips. Efforts to reduce the project’s GHG emissions by reducing electricity demand and reducing vehicle trips and miles, therefore, should be implemented. The proposed project would conform to the City’s Comprehensive Plan and other policies to reduce vehicle trips and miles traveled. Given the overwhelming scope of global climate change, it is not anticipated that a single development project would have an individually discernable effect on global climate change (e.g., that any change in global temperature or sea level could be attributed to the GHG emissions resulting from one single development project). Rather, it is more appropriate to conclude that the GHG emissions generated by the proposed project would combine with emissions across the state, nation, and globe to cumulatively contribute to global climate change. The project is required to comply with the standards for Leadership in Energy and Environmental Design for Neighborhood Development (LEED-ND) pilot program. Consequently, to the best of our knowledge, the proposed project would result in less-than-significant global climate change and cumulative impacts. SOURCE REFERENCES 1.Project Planner’s knowledge of the site and the proposed project 2.Palo Alto Comprehensive Plan, 1998-2010 (list specific policy and map references) 3.Palo Alto Municipal Code, Title 18 –Zoning Ordinance 4.Required compliance with the Uniform Building Code (UBC) Standards for Seismic Safety and Windload 5.Tentative Map Map, Carlson, Barbee & Gibson, Inc. Civil Engineers, received July 28, 2011 6.Project Description, Summerhill Homes, received July 27, 2011 7.Tree Report and Protection Plan, HortScience, Inc., dated September 2010 8.Palo Alto Tree Technical Manual, Municipal Code Chapter 8.10.030, June 2001 9.Air Quality and Greenhouse Gas CEQA Evaluation, Illingworth & Rodkin, Inc., December 16, 2010 10.Geotechnical Investigation, Lowney Associates, May 4, 2001 11.Phase I Preliminary Site Assessment, Henshaw Associates., May 15, 2001 12.Environmental Noise Assessment, Charles M. Salter Associates, Inc., September 17, 2010 14. Technical Memorandum, Summary of Traffic Data, TJKM Transportation Consultants, May 14, 2001 15. Fiscal Impact Analysis, Economic & Planning Systems Inc., October 2010 16. Palo Alto Fire Department, Hazardous Materials Disclosure Checklist 17. City of Palo Alto Department Review Comments, Planning/Affordable Housing, November,2010 18. City of Palo Alto Department Review Comments, Planning/City Arborist 19. City of Palo Alto, Environmental Assessment Worksheet, October 25, 2010 20. Palo Alto Unified School District, District Wide Enrollment Forecasts, Lapkoff & Gobalet Demographic Research, Inc., December 8, 2010. 525 San Antonio Avenue 11PLN-00203 Page 35 Mitigated Negative Declaration DETERMINATION On the basis of this initial evaluation: I find that the proposed project COULD NOT have a significant effect on the environment, and a NEGATIVE DECLARATION will be prepared. I find that although the proposed project could have a significant effect on the environment, there will not be a significant effect in this case because revisions in the project have been made by or agreed to by the project proponent. A MITIGATED NEGATIVE DECLARATION will be prepared. x I find that the proposed project MAY have a significant effect on the environment, and an ENVIRONMENTAL IMPACT REPORT is required. I find that the proposed project MAY have a “potentially significant impact” or “potentially significant unless mitigated” impact on the environment, but at least one effect: 1) has been adequately analyzed in an earlier document pursuant to applicable legal standards, and 2) has been addressed by mitigation measures based on the earlier analysis as described on attached sheets. An ENVIRONMENTAL IMPACT REPORT is required, but it must analyze only the effects that remain to be addressed. I find that although the proposed project could have a significant effect on the environment, because all potentially significant effects (a) have been analyzed adequately in an earlier EIR or NEGATIVE DECLARATION pursuant to applicable standards, and (b) have been avoided or mitigated pursuant to that earlier EIR or NEGATIVE DECLARATION, including revisions or mitigation measures that are imposed upon the proposed project, nothing further is required. Project Planner Date Director of Planning and Date Community Environment City of Palo Alto (ID # 1758) City Council Staff Report Report Type: Action ItemsMeeting Date: 10/17/2011 October 17, 2011 Page 1 of 6 (ID # 1758) Council Priority: Land Use and Transportation Planning Summary Title: California Avenue -Sidewalk Widening Options Title: Council Direction Regarding California AvenueTransit Hub Corridor Streetscape Improvements Project Sidewalk Widening Options From: City Manager Lead Department: Planning and Community Environment Recommendation Staff recommends that Council receive the staff report outlining the sidewalk widening options for the California Avenue Transit Hub Corridor Improvements project and provide direction regarding a preferred option or options, including review by the Planning and Transportation Commission prior to further review by Council. Executive Summary The proposed California Avenue Transit Hub Corridor Improvements project provides for streetscape improvements along California Avenue between El Camino Real and the California Avenue Caltrain Station, including place-making identity markers, traffic calming treatments, streetscape elements, parking enhancements, improvements to the Park Plaza, and a reduction from four lanes to two lanes of travel. The City issued a Request for Proposals (RFP) over the summer to bring on a design team for the project and identified RBF Engineers and David Gates & Associates as the preferred design consultant team for the project. The first task for the design team is to identify sidewalk widening opportunities and to solicit public input for presentation and consideration by the Council. The original project description and budget, as reviewed by Council on February 14, did not include sidewalk widening elements so feedback on preferred alternatives is needed to adhere to the project schedule and to revise project estimates. Background In October 2010, the City submitted an application to the Valley Transportation Authority (VTA) for Community Design for Transportation (CDT) Program funding for the California Avenue Transit Hub Corridor Enhancement Project. The City Council authorized the filing of the grant request on December 6, 2010 and the VTA approved the allocation of the grant to the City on December 9, 2010 in the amount of $1,175,200. On February 14, 2011, the City Council October 17, 2011 Page 2 of 6 (ID # 1758) accepted the grant funding, established a new Capital Improvement Program (CIP) for the project, and approved a Negative Declaration pursuant to the provisions of the California Environmental Quality Act (CEQA). Also on February 14, the Council directed that staff and the design team evaluate options that would include widening of sidewalks in addition to the other improvements anticipated for the project. This would provide a basis for further design and preliminary cost estimates to determine whether to increase the scope of the design. The Council minutes are included as Attachment A. On July 25, 2011, Council approved a design contract with the design team of RBF Consulting and David Gates & Associates in the amount of $350,000 for the design of the project. The design includes an extensive community outreach process intended to engage the residents, merchants, and property owners on and along California Avenue. Discussion City staff and the design team have already held two design-focused community meetings. The first meeting, held on September 1, 2011, was an opportunity for merchants and property owners of California Avenue to meet with the design consultants and staff. The second meeting, held on September 8, 2011, was a community design meeting to solicit input on a handful of sidewalk widening alternatives prepared by the design team. A more detailed summary of the first two community meetings is provided below: September 1, 2011:Staff sponsored a meeting to allow the merchants and property owners Merchant Meeting along California Avenue to meet with the design team and staff. This meeting was held at the Palo Alto Weekly office on 450 Cambridge Avenue. Approximately 15 members of the business community attended. The purpose of this meeting was to introduce the business community to the Design Team and to solicit preferences on streetscape treatments and construction mitigation before the start of the design process. The City emphasized its preference to formalize communications with the business community and also to establish a consistent meeting schedule that would be most convenient for property owners and merchants. Input from the participants focused around parking accessibility and roadway configuration preferences. Many of the merchants stressed their desire to retain a four-lane configuration for California Avenue and/or to provide a “trial” restriping of the two lanes prior to final design. Staff indicated a willingness to evaluate the potential for such a trial, but also noted some obstacles. More detailed meeting minutes are included October 17, 2011 Page 3 of 6 (ID # 1758) as Attachment B –September 1, 2011 Merchant Meeting Minutes. September 8, 2011 Staff held a Community Design workshop at Escondido Elementary School Community Design from 7PM to 9PM and presented sidewalk widening alternatives Meeting prepared by the design team. The workshop included an opportunity for participants to identify their own preferred sidewalk widening areas and to provide feedback on design elements as the project advances. Approximately 25 individuals attended, about evenly split between business representatives and other community members. Many participants identified the western portion of the project between El Camino Real and Birch Street as the preferred widening areas. Merchants again expressed their preference to retain four lanes of travel. More detailed meeting minutes are included in Attachment C –September 8, 2011 Community Work Meeting Minutes. Analysis Input from attendees at the first community meeting showed a general desire to implement sidewalk widening alternatives as part of the California Avenue –Transit Hub Corridor project along with other pedestrian-scaled improvements such as lighting, mid-block crosswalk tables for speed reduction, and bulb-outs at intersections to reduce crosswalk lengths and introduce additional planting opportunities. Attendees also expressed a strong interest in the design of the Park Boulevard Plaza, for which separate community meetings will be focused. Sidewalk Widening Options California Avenue has historically been a four-lane street. The layout of the street consists of four travel lanes with widths that vary from between 9 feet and 11 feet, with 13 foot long angled parking stalls that do not comply with the City’s current parking design standards. The California Avenue –Transit Hub Corridor project Concept Plan prepared by staff as part of the VTA grant proposal provides a lane reduction to help improve pedestrian and bicyclist accessibility and to provide city-standard parking facilities. The Concept Plan also provides an additional 24 on-street parking spaces. The Design Team’s first task was to respond to the City Council request to explore sidewalk widening opportunities and costs as part of the project. The existing sidewalks are approximately 12 feet wide. In working with the consultants and other City staff, various alternatives for sidewalk widening opportunities were discussed, including spot widening, corridor-long widening of just a couple of feet to several feet, and out-of-the-box alternatives such as the use of “Parklets.” The major costs of sidewalk widening elements include storm drainage relocation facilities and the biggest impact is to parking, depending on the extent of the widening. Widening alternatives of just a couple of feet were dismissed because of the benefit-to-cost ratio (the marginal benefit of the widening was minimal compared to extensive drainage relocation and other costs). Concepts A through D below were presented at the October 17, 2011 Page 4 of 6 (ID # 1758) September 8th Community Design Workshop. Concept E was prepared after the community meeting and Concept F represents the design team’s preferred recommendation, a modification of Concept B with input from the community meeting. Attachment D provides illustrations for each of the concepts. Parallel Parking on both sides of California Avenue: Additional Cost: $1,200,000 This concept provides one 15-FT wide travel lane per direction and widens the sidewalk on both sides of the street by an additional 7 feet by providing parallel parking only along the corridor. This concept also allows for widening at the bulbouts for either new landscaping or streetscape elements. This concept provides 74 on-street parking spaces, a loss of 37 spaces. Angled Parking on Both Sides of Calif. Avenue: Additional Cost: $715,000 This concept provides one 15-FT wide travel lane per direction and provides angle parking throughout the entire corridor with limited sidewalk widening at areas near the intersections. This concept results in no parking change. Hybrid (Combination of Parallel Parking & Angle Parking): Additional Cost: $655,000 This concept provides one 15-FT wide travel lane per direction and widens the sidewalk by an additional 7 feet at select locations along the south side of California Avenue and maintains angled parking locations on the northside. This concept results in a parking gain of 12 spaces. Central Plaza Concept:Additional Cost: $1,100,000 This concept provides one 15-FT wide travel lane per direction and widens the sidewalk by an additional 20-FT through just the central portion of the project area between Ash Street and Birch Street in efforts to provide a Central Plaza for community event activities such as farmer’s markets, fairs, outside concerts, etc. Parking is eliminated in its entirety through the proposed Plaza areas. Sidewalk widths would remain the same for the remaining blocks of the street. This concept provides 79 on-street parking spaces, a loss of 32 spaces. Seasonal/Moveable Barrier: Additional Cost: $1,150,000 This concept provides one 15-FT wide travel lane per direction and eliminates curbs that separate parking and sidewalk areas. Valley gutters replace curb & gutter locations to introduce “sidewalk widening equivalent areas” based on merchant interest. Concept E would be appropriate only between El Camino Real and Birch Street, on both sides of the street. Parking loss for this concept would be seasonal and dependent on the businesses. Community Input/Modified Hybrid: Additional Cost: $700,000 After hearing from community members attending the initial community design meeting, the design team has modified Concept B above (Combination of Parallel Parking & Angle Parking) as a preferred option. This concept provides one 15 foot wide travel lane per October 17, 2011 Page 5 of 6 (ID # 1758) direction and widens the sidewalk by an additional 7 feet at select locations, but also provides raised crosswalks at mid-block crossings, additional sidewalk widening opportunity in front of Subway and Know Knew Books, and capacity improvements at El Camino Real, through the removal of the public seating area in front of the new Commonwealth Bank site. This option is the most cost effective alternative that could provide the sidewalk widening that the community and businesses may wish to see and which also provides for an additional parking gain of 10 spaces. Timeline Following Council direction on the sidewalk widening options, the design team and staff will continue with public outreach efforts to obtain input on streetscape elements and the plaza design elements The design phase will be completed in early 2012 and construction is estimated to begin in the summer of 2012. The design team and staff will visit with the Planning and Transportation Commission in late October or early November and then again prior to bringing a final design to Council in 2012. Resource Impact Funding for the design work is included in the Capital Improvement Program project PL-11002. On February 14, 2011 (ID# 1320), Council approved the Capital Improvements Program (CIP) to fund the design phase and local match of the construction phase for the project in the amount of $550,000. A pending grant in the amount of $1,175,000 from the Santa Clara Valley Transportation Authority (VTA) -Community Design & Transportation (CDT) Capital program is anticipated to provide reimbursement during the construction phase, so total project funding would be $1,725,000. The City awarded a design contract to RBF Consulting on July 25, 2011 in the amount of $350,000, leaving $1,375,000 in the project budget for construction. The current engineer’s construction estimate, based on the City’s Concept Plan, is $1,326,000. The preferred sidewalk widening alternative selected by the City Council will require additional funding outside of the original project estimate. If the City Council revises the project design to include one of the sidewalk widening alternatives, cost estimates will be refined. The additional project cost range for these alternatives is $655,000 to $1,200,000. Total project cost from selecting one of these widening alternatives is estimated to be $2,380,000 to $2,925,000. Prior to award of a construction contract, the City would then require additional funds to cover the balance in addition to design costs and construction costs resulting from the sidewalk widening. A source for the additional funding has not yet been determined. It must be noted that these unfunded additional costs would require staff to review the CIP Program to identify other CIP projects that can be eliminated or deferred, thereby freeing up CIP funding. City Council would then need to review and approve these CIP program changes. Policy Implications October 17, 2011 Page 6 of 6 (ID # 1758) The City’s Comprehensive Plan recommends that the City enhance the California Avenue streetscape by upgrading the visual quality of the street to attract additional business and visitors to the area. Consistent with those Comprehensive Plan goals, the proposed streetscape and place-making improvements along California Avenue should ensure continued vitality of the California Avenue Business District. The Comprehensive Plan also encourages a mix of residential and non-residential uses at a scale of development that is comfortable for pedestrian use. The Plan encourages improving the appearance of the street while preserving its “home town” character. Also, Program L-18 specifically calls for street improvements that could make a substantial contribution to the character of Commercial Centers, including narrowing travel lanes. Environmental Review A preliminary Initial Study and the Negative Declaration -CEQA checklist for the project was completed for the main conceptual components of the project and approved by Council on February 14, 2011.The study showed no significant environmental impacts and can be found online at www.cityofpaloalto.org/calave. During the detailed design phase, which will take approximately 6 months, landscape and streetscape design details will be developed as well as the final configuration of the roadway. Upon completion of the design phase, CEQA will be reevaluated based on the final details of the recommended improvements. A separate National Environmental Policy Act (NEPA) environmental review process will be conducted by the State of California –Department of Transportation (Caltrans) as a requirement of the grant funding for the project. Attachments: ·Attachment A: February 14, 2011 City Council Minutes (PDF) ·Attachment B: September 2, 2011 Merchant Meeting Minutes(PDF) ·Attachment C: September 8, 2011 Community Workshop Meeting Minutes (PDF) ·Attachment D: Sidewalk Widening Options (PDF) Prepared By:Shahla Yazdy, Traffic Engineer Department Head:Curtis Williams, Director City Manager Approval: James Keene, City Manager 1 02/14/2011 Special Meeting February 14, 2011 The City Council of the City of Palo Alto met on this date in the Council Chambers at 6:03 p.m. Present: Burt, Espinosa, Holman, Klein, Price, Scharff, Schmid, Shepherd, Yeh Absent: 13 02/14/2011 Council Member Shepherd stated the Council may not be required to address High Speed Rail at the Caltrain corridor. There was a period of uncertainty as to where Caltrain was in their Environmental Impact Review for electrification. She believed the Study was an opportunity to procure a City plan to help guide Staff. Council Member Schmid recommended holding a study of the transportation corridor along El Camino Real and Alma Street. This area had diverse patterns of growth, development, and potential. INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER that after the completion of Phase I Staff is to work with the consultant on the focal points of the study to include goals, visions and priorities. MOTION PASSED: 8-1 Klein no ACTION ITEMS 10. Approval of Negative Declaration and Establishment of a Capital Improvements Program (CIP) to Fund the California Avenue Project Improvements in the Net Amount of $550,000 Out of the Infrastructure Reserve Fund. Director of Planning and Community Environment, Curtis Williams stated Staff recommended that Council approve the proposed Negative Declaration for the California Avenue Transit Hub Streetscape Project (Project), and establish the Capital Improvement Project to fund the Project improvements. The City was awarded a grant from the Valley Transportation Authority Community Design for Transportation Program in the amount of $1,725,200. A $550,000 local match, from the Infrastructure Reserve Account, would be required as part of the grant requirements. A Council decision on the lane reduction was required because the grant funding was predicted on a two-lane concept. A detailed design on the project’s components (benches, signage, artwork, bike racks, and pavement treatment) would be addressed in an extensive community review throughout 2011. He spoke on the Project’s background and various meetings held. He spoke on the primary components of the Project, including proposed streetscape, place-making elements, and traffic calming improvements. He spoke on the Project’s larger contexts, including the Comprehensive Plan, Pedestrian Transit Oriented Development zoning, Planned Development Area, and the California Avenue Concept Area Plan. All contexts were consistent with the Project. He spoke on the City’s Complete Street concept. The intent of the Project was to 14 02/14/2011 provide a place-making design, enhance safety, and create economic vitality. He spoke on the status of the Project’s funding. Jaime Rodriguez, Chief Transportation Officer displayed a rendering of the existing conditions and the proposed conditions. In order to evaluate whether a four-lane to two-lane roadway would have any significant impacts on existing traffic conditions, a Traffic Impact Analysis was prepared. He spoke on the results of the Traffic Impact Analysis. The Planning and Transportation Commission (P&TC) noted that traffic volumes on California Avenue were considerably less than other downtown two-lane streets in Palo Alto and other communities. The initial study concluded there were no significant impacts associated with the Project. The Project would increase the number of parking spaces by 17, and would add 75-100 bicycle parking racks. To address the concerns of business owners and residents, Staff was embarking on a significant parking study. Tommy Fehrenbach, Economic Development and Redevelopment Manager stated the Project was expected to generate economic benefits to the City and California Avenue businesses. Added parking and enhanced place-making were two elements that would have a direct economic value estimated at over $1 million. Creating a sense of place-making was one of the most often mentioned benefits in the community meetings held. He spoke on surveys conducted on the economic benefits due to such enhancements on Valencia Street in San Francisco and Castro Street in Mountain View. Staff suggested that detailed construction phasing be developed with extensive merchant input to help minimize disruptions from construction. The need for additional loading zones would be evaluated during the design phase. Mr. Williams spoke on the benefits of the Project, as follows: 1) multi- modal use of the street; 2) increased safety for pedestrians and bicyclists; 3) enhanced amenities and landscaping; 4) opportunities for public interaction – benches, public spaces, outdoor seating for restaurants, bulb-outs, public art elements; and 5) continues to maintain a high level of service for automobiles. Construction was anticipated to commence in June 2012. Greg Tanaka, Planning and Transportation Commissioner, reviewed the public speaker comments provided at the P&TC meeting held on January 12, 2011. A large majority of comments were in favor of the Project. Approximately a dozen emails in support of the project were directed to the P&TC. He spoke on the Project’s positive economic benefits and its return on investment. He spoke on the California Avenue Concept Area Plan. Staff had done a thorough job to ensure 15 02/14/2011 concerns brought forth by the public were addressed. The P&TC supported Staff’s recommendation and unanimously voted to recommend approval of the Project. Stefan Rosner spoke in support of the Project due to its safety improvements for bicyclists. Brad Elikian, Premier Properties, spoke in support of the Project due to its aesthetic improvements and to help revitalize the area. Elizabeth Bishop, California Avenue Area Development Association, spoke on her concern during the construction phase. Sarah Carpenter spoke in support of the Project due to its aesthetic and safety improvements. Lynnie Melena spoke on using Castro Street, in Mountain View, as a model. Roger Carpenter spoke in support of the Project due to its safety improvements for pedestrians. Annette Isaacson spoke in support of the Project due to its safety improvements, aesthetic improvements, and to help revitalize the area. Irvin Dawid spoke on using Castro Street, in Mountain View, as a model. Steve Godfrey spoke in support of the Project because it would meet the need of stakeholders and the community. David Coale spoke in support of Staff’s proposal and acknowledged the work done by Staff. Bob Moss spoke on his concerns regarding traffic, bicycle, and pedestrian congestion on the proposed two-lane street redesign. Lisa Altieri spoke in support of the Project and acknowledged Staff for their effort reviewing issues raised by citizens. Robyn Duby spoke in support of the Project due to its safety improvements for bicyclists. Deb Goldeen spoke in support of the Project due to its aesthetic improvements. 16 02/14/2011 Steven Tjiang spoke on his support of the Project to help revitalize the area. Jack Morton spoke on his concern for limited accessibility onto California Avenue and the two-lane street redesign. Todd Burke urged the Council to consider the viewpoints and ramifications on either side of the Project. Joe A. Villareal spoke in support of the Project due to its enhanced safety improvements. Bill Ross spoke against the Project and urged the Council to defer the Project until a thorough analysis had been conducted. Joy Ogawa spoke against the Project due to the inadequacies contained in the Cumulative Impact Analysis. Elliott Wright, Canapy, spoke in support of the Project because it would complete the tree-planting plan that was created last year. Michael Ekwall spoke against the proposed lane reduction due to vehicle congestion. He was in support of beautifying California Avenue and the majority of the Project. Jessica Roth spoke against the proposed lane reduction due to vehicle congestion that may deter patrons from visiting California Avenue. David Schrom, Evergreen Park Neighborhood Association, spoke on his concern for continued growth and increased activity in the neighborhood. Herb Borock spoke on the approval of the Negative Declaration and the approval of the Capital Improvement Program. Cedric de la Beaujardinere spoke in support of the Project due to its enhanced safety improvements. Peter Broadwell spoke in support of the Project due to its enhanced safety improvements and bicycle parking. Terry Holzemer, Palo Alto Central Association, spoke on a segment of the community and their frustration for not being heard. He urged the Council to delay the Project. 17 02/14/2011 Margot Goldberg spoke against the Project due to its impact on California Avenue businesses. Council Member Schmid stated the P&TC discussed developments along Park Avenue to the Fry’s Electronics Center. This area may have intense development in the future and may impact traffic on California Avenue. He inquired whether permanent changes in infrastructure would limit future developments. Mr. Williams stated Staff performed a sensitivity analysis on potential increases in traffic. The Initial Study concluded that there were no significant impacts associated with the project, including the reduction of four-lanes to two-lanes. No anticipated shifting of traffic from California Avenue to adjacent parallel streets was expected if the street was restriped to two-lanes. Council Member Schmid stated there was a proposal to potentially redesign the bus stop at the intersection of El Camino Real and California Avenue. He stated Stanford had cancelled the shuttle service at that intersection. He inquired whether a bus stop would be built for a nonexistent transit system. Mr. Rodriguez stated no. Stanford planned on canceling their westbound shuttle service. The bus stop redesign indicated in the Project was for the eastbound shuttle service. Council Member Schmid stated two goals centered on traffic and creating a sense of place. He stated upgraded benches and tables, trash receptacles, paving treatments, plantings, artwork and other features should create an improved sense of place and quality of life for employees, residents, and visitors. He spoke on his concern that there were no plans to widen the sidewalks. Mr. Rodriguez stated there were plans to widen portions of the sidewalk. He stated widened sidewalks were proposed along the North side of California Avenue, near Ash Street on the Southside of California Avenue, and at the intersection near Birch Street. Council Member Schmid stated the general concepts for the design of the streetscape would be further discussed with the public during a series of community meetings over the next year. He spoke on his concern that the proposed design did not include attention on sidewalks and pedestrians. 18 02/14/2011 Council Member Scharff stated his business resided on California Avenue. He spoke on his positive experience shopping on California Avenue. It was his belief that Staff’s proposal would not have a negative impact on the area. He iterated Council Member Schmid’s concern and felt sidewalks should be widened. MOTION: Council Member Scharff moved, seconded by Council Member Burt to: 1) approve the Negative Declaration, and 2) establish a Capital Improvement Program (CIP) to fund the project improvements in the amount of $1.725M out of the Infrastructure Reserve Fund of which $1.175M will be grant-reimbursed, with a net impact of $550,000 to the City. Council Member Scharff stated he did not have a conflict of interest because he had a month-to-month lease on California Avenue. He had concerns on the construction phase; however, it was his belief the Project would greatly enhance California Avenue. Council Member Burt stated one public speaker did not feel they were listened to. It was his belief that the Council, P&TC, and Staff had heard a variety of opinions and have had substantive responses. Staff explained how the design scheme would encompass the effect of widened sidewalk space. The Council highly relied on the P&TC as a primary advisory body for land-use and transportation issues. The P&TC was unanimous in their support for the Project. Council Member Shepherd stated she was concerned that some merchants did not feel heard. She spoke on the redesign success at Town and Country Shopping Center. There was a cost savings by adding parking spaces, instead of building a parking structure costing approximately $50,000 per parking stall. Council Member Holman inquired on a response on Herb Borock’s public comments regarding the Notice of Determination, Capital Improvement Program, and Budget Amendment Ordinance. Mr. Williams recommended that the Notice of Determination be filed as soon as possible to address the Negative Declaration. Approval of the Negative Declaration would conclude that no significant environmental impacts would result from the Project. The Notice of Determination was significant because it set the clock for individuals intending to litigate against the City on the California Environmental Quality Act’s decision. Council Member Holman stated the Council should be mindful about the intensification in the California Avenue area. 19 02/14/2011 AMENDMENT: Council Member Holman moved, seconded by Council Member Schmid that during the design phase Staff is to place specific effort to achieve overall wider sidewalks. Council Member Burt inquired whether sidewalk widening would be a significant expense. He inquired whether it would be at the sacrifice of other elements proposed in the Project. Mr. Rodriguez stated that was correct. In an earlier study, sidewalk widening was determined financially unachievable without additional local funding. The largest cost would occur in changing the drainage flow line. Council Member Holman spoke on creating a project that optimally addressed this issue. She inquired whether there was a benefit to invest in wider sidewalks. Mr. Rodriguez stated there would be an opportunity to increase the cost of the Project. Areas of significant damage to the curbing gutter would need to be replaced, and Staff would be able to widen sidewalks in these locations. Council Member Holman stated the Amendment was to make Council’s intention clear on widening sidewalks, and how the area would be improved. It was not to dictate that there would be wider sidewalks. Council Member Schmid stated creating a sense of place was highlighted as a goal of Staff and the community. He felt working toward that goal was essential. Council Member Burt requested a clarification on the language contained in the Amendment. Council Member Holman stated the Amendment was intended to place specific effort on achieving wider sidewalks overall during the design phase. Council Member Burt inquired what specific effort meant. He stated it appeared to mean not just where there were opportunities, but creating wider sidewalks ubiquitously. Council Member Holman stated specific effort was intended to place more emphasis on sidewalks. It was her belief widening sidewalks was removed from the forefront due to potential cost impacts. There were areas proposing wider sidewalks but that was not an overall approach 20 02/14/2011 to the design. The intent of the Amendment was to put overall focus into the design phase to try to achieve wider sidewalks. Council Member Burt felt the Amendment directed Staff to create wider sidewalks overall, even if they did not function well with the overall plan or was in the Project’s budget. Council Member Klein stated the Amendment could be improved by indicating financial boundaries. For example, Staff work shall be within the existing Budget plus $100,000. He did not feel it was appropriate for Staff to examine the widening of sidewalks throughout the entire project. Council Member Holman inquired why Council Member Klein suggested an additional $100,000. Council Member Klein stated it was roughly twenty percent of the City’s portion of the Project’s budget. Council Member Holman assumed Staff would return to the Council with recommendations and options. Council Member Klein stated that was not defined in the Amendment. Mayor Espinosa stated language could be added to the Amendment to include a timeline on when Staff was expected to return with recommendations. City Manager, James Keene stated Staff attempted to design the most complete project within the funding available. Staff would look at opportunities; however, he felt there should be financial and time constraints. He spoke on engineering and other tradeoffs for wider sidewalks. Mayor Espinosa requested clarification from Staff on their thoughts on parameters regarding cost considerations and a timeline. Mr. Rodriguez stated walkable space was defined by the boundary between a building and the next major obstacle. For the case of California Avenue, that boundary was trees. Staff’s recommendation tried to avoid moving said trees. Mayor Espinosa stated Staff reassured the Council that last years tree planting would not limit street widening. He inquired on the cost and timeline if Council decided to proceed with this exercise. 21 02/14/2011 Mr. Rodriguez stated the exercise would become an element of the design and would not change the timeline. The cost would potentially increase by 20 to 25 percent. Mr. Keene stated the price would increase by roughly $400,000. Council Member Scharff stated finding additional funding should be looked into if it would significantly enhance the Project. Vice Mayor Yeh stated the trees recently planted along California Avenue were the potential barrier in achieving wider sidewalks. It was his belief tree planting should have been thought through more strategically. He felt options should thoroughly be analyzed to achieve economic competitiveness moving forward. Council Member Shepherd inquired whether a proposal to widen sidewalks would reduce the number of parking spaces. Mr. Rodriguez stated no. Alternatives may reduce the automobile travel lane from 16 feet to 15 feet. He stated this reduction would not impact the bicycle lane. He spoke on strategic widening of the street. He suggested Staff return at the 25 percent design phase with alternative options and costs. Council Member Shepherd stated there were fees imposed on allowing tables and chairs on City sidewalks. She inquired what those fees were. Mr. Rodriquez stated an encroachment permit, conditional use permit, and amended Alcoholic Beverage Control license were required for outside dining. Some cities imposed an additional rent on sidewalk space. He stated flex-areas, located in Mountain View, were problematic. Council Member Shepherd stated building additional sidewalk space may offset some costs involved. She requested Staff to return with a projection on what that cost breakdown may look like. Mr. Keene stated Staff would proceed with a design that was within defined constraints. He spoke on next steps, including Staff returning at the 25 percent design phase with strategic opportunities along the sections that could enhance sidewalks. He would also be directing Staff to design a plan which had no constraints. Mayor Espinosa spoke on creating a gradation of parameters for Staff to work under. 22 02/14/2011 Council Member Holman stated she was fiscally conservative; however, she felt the design should be the best possible. She spoke on possibly tapping into the Infrastructure Reserve Fund. Council Member Klein spoke on fiscal conservatism and cautioned the Council on using the Infrastructure Reserve Fund. INCORPORATED INTO THE AMENDMENT WITH THE CONSENT OF THE MAKER AND SECONDER for Staff to return as soon as possible with a work plan including timelines and cost estimates that would be needed to explore expanding the sidewalks on California Avenue. Council Member Klein requested that Staff return with a potential work plan on March 7, 2011. Mr. Keene stated Council Member Klein’s timeline was unrealistic. Mr. Rodriguez stated the design consultant’s first task would be to work on the analysis. Mr. Keene requested that Council direct Staff to work with the design consultant. Staff would return to the Council subsequently. Council Member Price stated she did not want to delay the implementation of the Project or impact the application for funding. Council Member Schmid spoke on California Avenue as a keystone area. AMENDMENT PASSED: 9-0 Mayor Espinosa stated one of the fundamental approaches of the proposal was the location of the bicycle lanes. He inquired whether there were any considerations on placing the bike lane in the center of the street. Mr. Rodriquez stated there were currently no bike lanes proposed on California Avenue. The proposal currently contained share-arrows to delineate the street. Share-arrows encouraged vehicles and bicyclists to share the street. Staff was currently updating the Pedestrian and Bicycle Master Plan. An alternative was to provide additional bicycle lanes on Sherman Avenue or Cambridge Avenue. Staff’s intent was to formulate a cost effective design while staying within the existing curb to curb right-of-way. 23 02/14/2011 Mayor Espinosa inquired on the timeline for the completion of the Pedestrian and Bicycle Master Plan. He inquired how it would fit into the timeline for the Project. Mr. Rodriguez stated the timing of the Project and the Pedestrian and Bicycle Master Plan worked well. The design process for the Project and the major recommendations for the Pedestrian and Bicycle Master Plan will be completed in April or May 2011. He spoke on a bicycle planning summit scheduled in May 2011. Staff would return to the P&TC in June 2011, and then to Council with a full recommendation in July 2011. Mayor Espinosa felt a bicycle corridor was important in encouraging alternative transportation. He inquired whether there was a consideration for a trial period for residents to become acclimated with the proposed design. Mr. Rodriguez stated Staff considered an interim process of six months to one year to acclimate residents to the new design; however, a replication of the design would be difficult. It was his belief the proposed design worked well because of its sense of place creation. Mayor Espinosa inquired on the delay, by the Metropolitan Transportation Commission’s (MTC) decision, and whether it would impact the City’s timeline. Mr. Rodriguez stated Staff had discussions with the MTC and the Valley Transportation Authority (VTA). The VTA felt confident for the selection of the Project. Mayor Espinosa inquired whether Staff had the same concerns that business owners raised, and whether any further outreach would be done. Mr. Fehrenbach stated business owners had concerns on the construction phase. Staff would work closely with the California Avenue Area Development Association and the Palo Alto Chamber of Commerce on outreach efforts. Mayor Espinosa inquired whether Staff was prepared to mitigate and address the individual concerns of business owners. Mr. Williams stated yes. 24 02/14/2011 Mayor Espinosa requested that Staff work closely with business owners, and that phasing be changed if needed to address the needs of merchants. Mr. Williams stated he would personally commit himself to this process. Mayor Espinosa felt the proposed streetscape improvements had a lot of potential. Council Member Price stated the issues of livability and economic vitality was critical. As a member of the Policy Advisory Committee, she stated the Project was fully vetted by the VTA and the Board of Directors. Vice Mayor Yeh commended Staff’s resourcefulness in pursuing VTA grant funding. He spoke on the possibility of back-in parking, loading zones, and a mixed-use design. He stated there may be long term impacts from parking and traffic. Council Member Holman stated the Motion referenced specific dollar amounts. She inquired whether the Amendment changed the dollar amount in the Motion. Mr. Williams stated no. He stated as options were developed, Staff would return and amendments could be made. MOTION AS AMENDED PASSED: 9-0 COUNCIL MEMBERS QUESTIONS, COMMENTS AND ANNOUNCEMENTS Council Member Shepherd reported on her attendance at the Santa Clara Valley Transportation Agency Policy Advisory Committee. They approved the $75,000 grant the City applied for regarding the Comprehensive Plan. She spoke on a report on Caltrain funding. Council Member Klein attended the Santa Clara County Cities Association meeting last week. The County Assessor, Larry Stone, spoke about finances as they related to properties in the county, and vacancy rates. Vice Mayor Yeh spoke about attending the Asian Law Alliance meeting who is conducting research on redistricting Senate and Assembly Districts based on the 2010 Census. ADJOURNMENT: The meeting was adjourned at 11:36 p.m. MMEEEETTIINNGG MMIINNUUTTEESS PALO ALTO CALIFORNIA AVENUE – TRANSIT HUB CORRIDOR September 1, 2011 Attendees: Jaime Rodriquez Shahla Yazdy Kandee Bahmani Linda Gates David Gates Terry Shochat Curtis Williams Dave Bennett Leland Wiesner Bob Moss Scott Otle Elena Silverman Cham Dang Jessica Roth Michael Ekwall Lara Ekwall Masa OhoChi Christina Ross Judy Gittelsohm Tommy Fehrenback Hector Sol Bob Davidson The City introduced the project and the Design Team. It was emphasized that the City would like to formalize communications with the business community. They would like to establish a consistent meeting schedule, at time/times most convenient for property owners and merchants which could provide a reliable method for the business community to communicate their issues and concerns to the City. Per City direction, the first tasks the Consultant Team will be to look at are options for widening the sidewalks. The RBF/Gates Consultant Team solicited input from meeting participants on their concerns and goals for the project. Input fell into several categories. 1. Decision to reduce number of travel lanes on California Avenue from four (4) to two (2) lanes. The majority of attendees (10-2) are not in support of the 2-lane options; but would like to see the street “beautified.” They are concerned that without 2 lanes of traffic in each direction, flow will severely impact motorists, as motorists require left lanes to pass cars stopped in right lane (they noted double parking for deliveries). Motorists on California must stop to allow pedestrians to cross driveways prior to turning into parking and to allow cars parked in diagonal spaces to back out. David Bennet noted that the Mollie Stone’s Market especially could be impacted by congestion. Participants also expressed frustration that they feel the City has elected to proceed with the 2-lane option in spite of business community concerns. The City indicated that they are looking into perhaps performing a “test” to see how traffic patterns might be impacted. Participants were in favor of a test. One participant shared the viewpoint in support of the 2-lane option. He pointed out that many of the successful retail corridors are 2-lane only. One example he shared was the BIRDROCK area in San Diego; which did a similar, very successful, conversion from four to two lanes. 2. Parking All participants indicated that adequate parking is the number one issue. The majority of parking shortage occurs between 11 and 3. Some local companies have addressed parking deficiencies by providing employee shuttles to California Avenue for lunch. Jaime shared that the City is currently conducting a parking analysis for the area. They have already collected important information on parking availability at four (4) key times throughout the day and will repeat the inventory assessment again in September. There was concern expressed by participants that some of the “available” parking stalls were actually not used because they were too small. The City and Design Team shared that future parking stalls would be per city standard (9’ wide by 18’ deep) Sub-standard stalls would not be used to MMEEEETTIINNGG MMIINNUUTTEESS increase parking stall yield. The angle of parking should be looked at also (check what Menlo Park did). The City acknowledged the long waiting list for permit parking. It was suggested that the waiting list is an indication of both of the critical need and that permit rates are low. It was suggested that fees should be raised and an additional parking structure constructed. Other suggestions included: train employees and business owners to use the remote parking spaces. Provide customers information about parking stall availability in the area. Enhance pedestrian connections between available parking and destinations to reduce perceived travel distance. 3. Character of California Avenue: There was a discussion of what makes California Avenue special. It was felt that California Avenue is a reflection of old Palo Alto. The tenant mix of local, owner-operated, independent businesses creates a unique, personal, friendly ambiance. It feels authentic. The focus of the project should be protection of existing business and this special retail ambiance. The link to Cal Train is important for business. Thoughts on character: • Like the “art” flavor of the street and feel that the beautification project should indicate potential locations for art but not pieces. Perhaps these could be short-term revolving art display. • Need shade, would place emphasis on trees over art. Existing trees are not sacred; rather find the best solution for the street. • Like outdoor dining uses; but need to protect these areas from cars. • Would like to see more interesting plantings (Stanford Shopping Center and University Ave. are good examples) • Maintenance: need to address maintenance for new planted areas; not consistent. Existing planters and banners are not maintained. • News racks – improve look, consolidate and regulate locations, reduce visual clutter. • Lighting: need to improve to make the area feel safer (especially by Plaza). Light fixtures should be more attractive and pedestrian scale. • Signage: enhance way-finding at the pedestrian scale, (maybe a directory – with street map @ locations along street). Mixed feelings on adequacy of parking lot kiosk with information / signage about local events/sales. • Street furniture: add more trash receptacles and attractive recycling containers. Provide opportunities for boulders, art, seat pads. • Storm drainage: make sure improvements do not create drainage / flood problems. (Consultant Team has been specially tasked by City to look at this issue.) • Farmer’s Market is critical to economic success of some businesses. Retain at its present location, although as it grows, shift further in from El Camino intersection. Look at opportunities to develop other events in Plaza area to benefit businesses at the end of sheet. 4. Pedestrian Circulation Crosswalk needs to be more visible. Concerned flashing crosswalks would increase traffic congestion, like raised crosswalks. Need to provide adequate space for Moms with strollers. 5. Plaza Area Plaza, particularly the undercrossing, does not feel safe. Maybe it could be a performance / speaking venue. Maybe it could provide more parking. MMEEEETTIINNGG MMIINNUUTTEESS 6. Construction Impacts Construction of beautification improvements cannot be allowed to disrupt existing businesses. City and Consultant Team are committed to creating a staging and phasing plan which is focused on protecting existing businesses. 7. Other Would like to see stop sign added at Sherman Avenue and Ash Street. Questions the participants would like to see addressed: 1. How do improved bicycle facilities benefit business? Where has this happened? Do not feel increased bike traffic will benefit some uses such as the grocery store. 2. How are bicyclists safer with reduced lanes? What about conflicts with parked cars backing into bicyclists? 3. What are the economic benefits of the improvements for the merchants? 4. Many businesses use rear alley for deliveries; but some depend on deliveries directly from California Avenue; how will 2-lane option accommodate deliveries? 5. Does it make sense to retain four lanes and transition for first block of El Camino? There are significant back-ups for motorist turning into the CitiBank parking area and the first block is the most congested. 6. How are buses accommodated? 500 Ygnacio Valley Road, Suite 270 Walnut Creek, California 94596‐3847 925.906.1460 FAX 925.906.1465 www.rbf.com California Avenue Transit Hub Community Workshop #1 – 09/08/2011 SUMMARY ‐ Discussion by Table, additional comments TABLE #1: • Keep 2 lanes each way with angle parking • Widen sidewalks if no parking impact • Bulb‐outs ok if no parking impact • Improve El Camino Real entry • New trees used as bike racks‐put in tree skirts/tree protection measure/tree guard • Parklets nice, but some businesses already have outside dining • Use parklet as trial project • Customers need to get in/out quickly TABLE #2: • Use concept B as start point • Ok to lose parking if gained elsewhere • Better landscaping / seating • No widening by Block 3 is needed • Lose parking at Vin, Vino Wine. • Be pedestrian friendly • Cal Ave. West of El Camino Real 2 lanes with lots of bike activity and works well TABLE #3: • Widening priority – Block 2 & 1 • Block 3 – no widening necessary • More vegetation – living green wall • More bike racks • Add design treatment to furniture • Stress reduction elements • 2 lanes total good TABLE #4: • Street needs to be repaved • Get bikes off sidewalks – parking • Reduce lanes on Birch for more parking • Add loading space for deliveries • Add speed bumps • Get data on where visitors come from • Way‐finding for parking Other Comments: • Project Limits – Not El Camino / Not side streets • Timing of construction • Pavement replacement; soon, safety • Impacts of construction • Not 4 lanes – 2 lanes with 2 relieve lanes • Cal Ave. used to be 2 lanes • Can we close California Avenue? • Has multiple shuttles • All parallel too extreme • Don’t destroy businesses while improving sidewalks • Add more lighting – pedestrian scale • Special paving materials • Cycle tracks • Mural projects on alleyways • Define sharrows • Create parking management strategies (parking meters on Cal Ave.?) • Add development incentive setback of new buildings • Bulb‐outs ‐ good • Achieve 85% use of parking via pricing strategy (15% available) • Different surfaces for street; crosswalk, permeable material • Move Farmer’s Market to Plaza • Do a resident focus meeting on parking • Add tonight’s presentation to website • Add trash can to SB El Camino bus stop California Avenue Transit Hub Corridor Angle Parking – 2 sides Existing Parking: 111 Proposed Parking: 111 Parking Gain/Loss: 0 California Avenue Transit Hub Corridor Parallel Parking – 2 Sides Existing Parking: 111 Proposed Parking: 74 Parking Loss: 37 California Avenue Transit Hub Corridor Hybrid - Parallel Parking & Angle Parking Existing Parking: 111 Proposed Parking: 123 Parking Gain: 12 California Avenue Transit Hub Corridor Central Plaza Existing Parking: 111 Proposed Parking: 79 Parking Loss: 32 California Avenue Transit Hub Corridor Seasonal/Movable Barriers Existing Parking: 111 Proposed Parking Varies: 136-72 (Depending on Use of Movable Barriers) Parking Gain: Max 25, Parking Loss: Max 39 California Avenue Transit Hub Corridor Community Input/Modified Hybrid Alternative Existing Parking: 111 Proposed Parking: 121 Parking Gain: 10 City of Palo Alto (ID # 2149) City Council Staff Report Report Type: Action ItemsMeeting Date: 10/17/2011 October 17, 2011 Page 1 of 4 (ID # 2149) Summary Title: Mitchell Park Construction Contract Monthly Report Title: Submittal of Mitchell Park Library and Community Center Monthly Report and Council Direction to Staff to Continue Monthly Reports From:City Manager Lead Department: Public Works Recommendation Staff recommends that Council: 1)Accept this update on the Mitchell Park Library and Community Center (MPL&CC) construction contract change orders; and 2)Direct staff to continue to submit monthly reports to Council. Executive Summary The MPL&CC construction is approximately 50% complete with the major exterior work being completed before the critical rainy season. Council has authorized a 20% construction contract contingency ceiling for unanticipated construction costs and established specific project reporting requirements in order to manage costs. Actual change orders approved to date total 4.2%. Background On September 12, 2011, Council authorized an increase in change order authority and a ceiling for the MPL&CC construction contract from 10% to 20% to cover unanticipated construction costs. Council also directed staff to provide Council with a Monthly Report on Change Orders. Discussion Council has directed staff to submit monthly reports to Council on the status of change orders for the MPL&CC construction contract with Flintco, the general contractor. To date, eight change orders have been approved for a total amount of $1,022,196. This amount constitutes 4.2% of the construction contract amount. Council has authorized change orders up to 20% of the contract amount, leaving 15.8% available. A ninth change order is in process which would increase the total to $1,246,012, or 5.1% of the contract amount. A breakdown of the change orders and the key components of each are contained in Table 1 listed below with a brief description of each. Please recognize that change orders can include reductions and credits as well as new costs. You will October 17, 2011 Page 2 of 4 (ID # 2149) see this, for example, reflected in Change Order #5 in the chart below. Table 1 Change Order Amount Change Order Summary 1 $41,725 Eight extra work items including the pruning of trees, clean-up of the old building, and removing conduit found during site clearing and grading. 2 $33,102 Four extra work items including the rerouting of a storm drain around tree roots and the addition of a new manhole that the drawings showed being present but wasn’t. 3 $215,501 10 extra work items including an adjustment needed due to tree root interference, an upgrade in wall insulation capability, and design coordination needed for steel installation. 4 $242,754 11 extra work items including the installation of dowels at additional locations, the installation of thicker glass railings to increase stability, increased gas transmission line coordination, and extra concrete water protection. 5 $4,436 24 extra work items including an extra light fixture cost, fire safety drawing coordination, and a variety of additional required supplies totaling $70,536 minus credit given for three of the 24 work items including spare fixtures no longer required and reimbursed City of Palo Alto dump fees totaling $66,100. 6 $25,123 Seven extra work items including additional gas main protection, curb strengthening, and deck support for the Building A green roof. 7 $74,304 19 extra work items including HVAC driven floor adjustments, electrical system adjustments, data cable rerouting, and a new load break cabinet totaling $109,965 minus credit given for two of the 19 work items including stones for the Arch provided by the artist and value engineering totaling $35,661. 8 $385,251 10 extra work items including additional fill, perforated metal panel ceiling work, various waterproofing, and conduit. SUBTOTAL $1,022,196 SUBTOTAL CO 1-8 October 17, 2011 Page 3 of 4 (ID # 2149) Unapproved: 9 $223,816 Tube steel (partial); curb changes TOTAL $1,246,012 TOTAL CO 1-9 ***For further information about each of the change orders see the attached corresponding Contract Change Order Scopes of Work. (Attachment A) Change order requests submitted by the contractor are typically bundled together on a monthly basis and memorialized in one single change order. On September 12, 2011, Council further directed staff to submit any change order request which exceeds $85,000 to Council for approval (Attachment B). Staff is interpreting this to mean an individual change order more than $85,000. (You may note than over the course of a month a number of on-site decisions are made, in order to not slow the project down, which when complied later can add up to more than $85,000.) Thus, there are no change order requests greater than $85,000 which staff is recommending Council approve at this time. Council also directed that any change order requests needed to achieve a LEED designation of Platinum be submitted to Council for approval. There are no such change orders at this time. Furthermore, this concern arose out of cost control considerations. The Mitchell Park Library was approved as a LEED Gold project. While LEED Platinum is a very desirable goal, Council expressed concern about pursuing it without cost consideration and therefore requested this review step be added. Staff will include a more detailed presentation on this matter at the next monthly report. But generally, Council should realize staff expects no additional City costs for any move up to Platinum. In fact, most requirements already fall on the contractor and others and entail reporting and documentation requirements, etc. Council further directed that staff report to Council on the activities of the related Oversight Committees. Therefore, attached are the most recent documents from both the Library Bond Oversight Committee (Attachment C) and the Library Bond Stakeholders Committee (Attachment D). In the next Monthly Report to Council on this subject, Staff will give an update on LEED Certification for the project. Resource Impact There are no resource impacts associated with providing the monthly reports to Council. The approved change orders are within the Capital improvement Project (CIP) Budget for the MPL&CC project. Policy Implications There are no policy implications in providing the monthly reports to Council. Environmental Review October 17, 2011 Page 4 of 4 (ID # 2149) Providing monthly reports on this topic to Council does not constitute a project under the California Environmental Quality Act (CEQA). Attachments: ·A -Mitchell Park Library Contract Change Orders # 1-8 (PDF) ·B -Staff Report #1711 Mitchell Park Contingency (PDF) ·C -Library Bond Oversight Committee July 26, 2011 (DOC) ·D -Library Bond Stakeholders Committee 8-11-11 (DOC) Prepared By:Philip L. Bobel, Interim Asst. Director, Engineering Services Department Head:J. Michael Sartor, Interim Director City Manager Approval: James Keene, City Manager City of Palo Alto (ID # 1711) City Council Staff Report Report Type: Action ItemsMeeting Date: 9/12/2011 September 12, 2011 Page 1 of 7 (ID # 1711) Summary Title: Contingency increase to 25% Mitchell Park Lib/CC Title: Approval of Increase in Construction Contingency from 10% to 25% on Contract C11136473 with Flintco Pacific Construction, Inc. for Construction of the Mitchell Park Library and Community Center, PE-09006; and Approval of Two Contract Amendments for Additional Construction Management and Design Services: Amendment No. Three with Turner Construction, Inc., to Add $205,287 for a Total Amount Not to Exceed $3,783,745 and Amendment No. Five with Group 4 Architecture, Inc. To Add $220,670 for a Total Amount Not to Exceed $7,902,421 From:City Manager Lead Department: Public Works Executive Summary Several issues have or are projected to increase the construction costs of the Mitchell Park Library and Community Center (MPLCC), including many underground utility conflicts and the overall complexity of the library itself, particularly the electrical-mechanical systems, which will contain cutting-edge technology. The building is expected to reach the level of Leadership in Energy and Environmental Design (LEED) Gold or Platinum; a very positive aspect, but one which increases complexity even further. Due to these factors, actual and known projected contract change orders for the Mitchell Park Library and Community Center construction through April have used 53 percent of the Council approved percent contingency amount while only 33 percent of the work is in place (see Attachment A for contingency graph). Based on the current usage rate, staff recommends that Council authorize increasing the contingency by an additional 15 percent for a total construction contingency of 25 percent. Having this amount available if necessary will help insure no disruption to the construction schedule. This added contract contingency will not change the Projected Project Cost of $41 million. Staff continues to estimate project savings (as calculated from the Engineer’s Estimate of $49,043,000) to be $7.4 million. These projections do not change because a larger contingency need had been anticipated in the Projected Project Cost. Recommendation Staff recommends that Council” September 12, 2011 Page 2 of 7 (ID # 1711) 1.The existing contingency for construction of the Mitchell Park Library and Community Center PE-09006) (“MPLCC”) is 10 percent of the construction contract of $24,365,000, or $2,436,500. Staff recommends the construction contingency for contract C11136473 with Flintco Pacific, Inc., be increased by $3,654,750 an additional 15 percent of the Contract amount. The revised total contingency authorization for this contract would be $6,091,250 for a total contract contingency of 25 percent. 2.Approve and Authorize the City Manager to execute Amendment No. Three (Attachment B) to contract C10131631 with Turner Construction, Inc., to add $205,297 for additional construction management services for a total contract amount of $3,783,745. This increase represents a 7.5 percent increase in the Additional Services budget. 3.Approve and Authorize the City Manager to execute Amendment No. Five (Attachment C) to contract C09130744 with Group 4 Architecture, Inc., to add $220,670 for additional design services for a total contract amount of $7,902,421. This increase represents a 5 percent increase in the Additional Services budget. Background Measure N, which passed on November 4, 2008, includes funding for construction of a new and expanded Mitchell Park Library and Community Center (MPLCC), renovation of the Downtown Library and renovation and expansion of the Main Library. Detailed history of the design development can be found in past City Manager’s Reports to Council (CMR:286:02, CMR:119:06, CMR:343:06, CMR:434:06, CMR:225:07, CMR:321:08, CMR:473:08, CMR:149:09, CMR:334:10 and CMR:435:10) that can be viewed at: http://www.cityofpaloalto.org/knowzone/reports/cmrs.asp). On August 5, 2010, Council awarded contract C11136473 to Flintco Pacific Inc., for construction of the Mitchell Park Library and Community Center in the amount of $24,365,000. Council also authorized a 10 percent construction contingency in the amount of $2,436,500 for a total of $26,801,500. The construction costs are a component of the overall Projected MPLCC Project Cost of $41,566,317, as reported in the May, 2011 Palo Alto Library Projects Monthly Report. · ·Discussion The American Institute of Architects recommends a construction change order contingency of 10 to 12 percent on projects the size of the MPLCC. Contingency has varied on past on City building projects based on the nature of the project: the College Terrace Library had a 25 percent contingency; the Downtown Library has 15 percent contingency; and the two downtown parking structures had a 15 percent contingency. This request would increase the Mitchell Park Library contingency to 25 percent of Flintco Pacific Inc.’s original contract, more typical of the City’s recent, large construction contracts. The construction manager for the MPLCC project, Turner Construction, had originally recommended a 10 percent contingency since new buildings not in a downtown area are typically more straightforward projects than building remodels, which can have many unforeseen factors such as termites, dry rot, and features not shown on the older plans used to September 12, 2011 Page 3 of 7 (ID # 1711) develop the remodel. In the case of the MPLCC, however, the complexity and sophistication of the project that is being undertaken make it distinguishable from typical new construction projects. The MPLCC building will contain complex, cutting-edge technology (such as blinds that open and close automatically in response to the amount of sunlight available) and is expected to reach the level of Leadership in Energy and Environmental Design (LEED) Gold or Platinum. As the complexity of a project goes up, it becomes more difficult for public “lump sum” bid documents to address every condition that will be encountered during construction. · ·In addition, significant unforeseen items have impacted the contingency budget to date. These items include issues related to the PG&E high-pressure gas transmission line, site utilities, foundations, and structural steel. Anticipated issues that may arise as construction continues and could potentially require increased contingency levels are the electrical and mechanical components. Details of the major categories impacting contingency are listed below: · ·PG&E High Pressure Gas Line ·The Notice to Proceed for construction was issued on September 7, 2010. Two days later, a PG&E gas transmission line exploded in San Bruno which led to a heightened awareness of gas line safety. A similar gas transmission line exists at the back of walk along Middlefield Road, including the frontage of this project and it was necessary to re-check the elevations and designs of all utilities crossing the gas line. Many underground utilities were in close proximity to the gas line and as a result, all members of the project team worked together to develop and implement additional, elevated safety protocols for working near that gas transmission line which included added cost for coordination meetings with all utilities and all relevant subcontractors. The safety protocols led to additional costs by requiring that more careful excavation methods, such as hand digging and vacuum excavation, be used near the gas line. These methods of excavating are also more expensive than standard methods that would have been reasonable to presume while bidding. · ·Structural Steel changes ·One of the unfortunate consequences of a competitive bid market and the weak economy is that many subcontractors find that they cannot meet the obligations of all the projects that they bid. This project has experienced more subcontractors pulling out than any other project that the City has done. One of the major components of a building like the MPLCC is that its structural steel frame is a significant portion of the work that needs to be done. Nearly all other components of the building are dependent on the completion of the structural steel frame. As a result, it becomes part of the critical path for scheduling and any delays to the progress of the structural steel frame delay the entire project. · ·One of the first subcontractors to withdraw from this project was the structural steel subcontractor. Such an action typically would cause a three month delay in the project. Through significant effort on the part of the general contractor, the construction manager, the design team, and the City, delays were avoided by approving a new subcontractor for the structural steel in an expeditious manner. In order to make up for some of the delay caused by September 12, 2011 Page 4 of 7 (ID # 1711) the three weeks that it took to find a new structural steel subcontractor, acceleration of the structural steel work was necessary, requiring overtime by the new structural steel subcontractor. In the process of working through all of the shop drawings necessary to get the structural steel done as quickly and efficiently as possible, modifications to the structural steel design were made. · ·Completeness of Design Plans and Specifications ·At the time of the public bidding process, it appears that certain areas of the design were not detailed to the level needed for actual construction. For example, while a detail was shown for the size of tube steel that would be needed to reinforce exterior walls, there was no mention of the spacing or length of said steel members. As a result, the steel actually necessary for construction was more than the amounts detailed in the design plans on which the contractor based its bid, and an additional approximately $250,000 was needed to reimburse the contractor for the additional steel that was needed for the building. · ·Other design areas where similar design plan issues have been identified relate to the means of connecting various parts of the building. The building is composed of a variety of angles and the angles may abut differing types of materials (stone to metal, etc). The way of connecting to one type of material is different from connecting to another type of material and the differing angles add complications. For the most part, the plans only showed a few standard details. · Staff is taking a two-fold approach to minimize potential delay resulting from these issues. First, Group 4 Architecture is working as quickly as possible to correct the plans and the contractor and construction manager are working together to implement them in the field. Second, Staff is reviewing the extent to which the change orders for this project were driven by the completeness of Group 4 Architecture’s design drawings and tracking related costs caused by the design changes. If it is determined that the number and type of deficiencies in the design work was atypical and resulted in significant delay or other change order costs, appropriate follow-up actions will be taken. · ·However, it is important to note that the additional costs associated with the steel and connections could likely not have been avoided. These are critical components of the building. If the details had been fully shown in the plans at the time of the bid, the contractor would probably have accounted for those details in the bid and the City would have likely paid a higher price for the building at the time of contract award. · ·Exterior Cladding of the Building ·The exterior cladding (skin) of the building has been more challenging to build than anticipated. The purpose of the exterior skin is keep the elements out, but also to provide the level of thermal and moisture protection necessary for efficient energy usage. The basis of design for the exterior skin required the development of a performance specification of specific structural and thermal properties which were incorporated into the building’s design. After September 12, 2011 Page 5 of 7 (ID # 1711) construction started, however, the project team came to the conclusion that the only way to meet the performance specification was to use a proprietary system instead of conventional framing. Additional effort by the contractor, construction manager, and design team was needed to detail how all of the parts would fit together since standard details do not necessarily apply to a proprietary system. Additionally, numerous openings in the exterior skin require coordination with other parts such as the book drops for the automated materials handling equipment, anchorage for art work, signs and plaques at the entrance, in addition to the doors and windows of the entrance. Since all of these parts were being designed by many different parties as the construction got underway, adjustments and interconnections required additional care, effort, and thought. · ·Interiors and Electrical-Mechanical Systems ·Interiors and electrical-mechanical systems are the two significant areas remaining to be addressed that have the potential to trigger the need for additional contingency funding. These areas are where the advanced building technology is most present, so it is possible that additional unexpected issues might arise. The rate at which the contingency is used should ease off after the electrical-mechanical issues are addressed · Analysis Actual and projected potential contract change orders for the MPLCC construction have thus far used 53 percent of the contingency while only 33 percent of the work is in place (Attachment A). During the first eight months of construction, contingency usage averaged $160,000 per month. The current 10 percent contingency funding level allows only an average of $120,000 per month. Therefore, staff recommends that Council authorize increasing the contingency by another 15 percent, for a total of 25percent. Based on a review of the construction documents, field conditions and change orders to date, staff projects a 20 percent contingency authorization would likely cover projected additional work required through completion of the project. Increasing the contingency to 25 percent, however, provides the Director of Public Works with the authority to continue approval of change orders through conclusion of the contract and ensures a sufficient funding cushion to avoid the possibility of delays due to lack of contingency funding. Any unused funding at the end of the project returns to its source, in this case to Bond proceeds. Even with this added contingency amount, the projected MPLCC project cost will continue to be $41,566,317, as reported in the May, 2011, Palo Alto Library Projects Monthly Report. The projected savings (as calculated from the Engineers’ Estimate of $49,043,000) will continue to be $7,476,683. The amount being added to the construction contract contingency does not impact the projected project cost because a larger contingency had been anticipated in the engineering estimate. Council had authorized 15 percent contingency on the Downtown Library and 25 percent on the recent College Terrace Library project. Construction efforts to date reveal that the MPLCC is at that level of complexity where a 25 percent contingency is justified. Staff had requested September 12, 2011 Page 6 of 7 (ID # 1711) the 25 percent contingency on the College Terrace Library due to the low bids received and to the competitive bidding climate in which profit margins were very thin or non-existent so that contractors could secure work for their crews. When bids are substantially below the project budget, as was the case with the College Terrace Library and the MPLCC, there is no room for the contractor to provide anything but what is shown on the plans. For example, in the past a contractor might have provided additional landscaping in a small area where it had not been shown on the plans but in today’s market the owner would be asked to pay for that small amount of extra work. Given that construction climate, staff will reassess whether to recommend 15, 20 or even 25 percent contingencies on future projects that are significantly below the engineer’s estimated cost. Consultant Contract Amendments Staff recommends approval of Amendments No. 3 and 5, respectively, to contracts with Turner Construction and Group 4 Architecture. The Additional Services (contingency) budgets within these contracts have been increased to correspond to the issues described in this report and allow for increased flexibility in the future. The previous Additional Services budgets have been depleted by increasing both Turner and Group 4 Architecture staffing in order to respond to design and construction issues, thereby reducing the likelihood of construction delay claims by the contractor. If additional services are not needed by the consultants, the funding will not be spent. In addition to the 5 percent increase requested by Group 4 Architecture, Turner Construction is requesting a higher contingency amount of 7.5 percent in order to assist staff with the preparation of the numerous contract packages (furniture, signage, equipment, telecommunication, etc.) that are required for this project. Resource Impact Additional 15 percent construction contingency funding in the amount of $3,654,750 is available in the Mitchell Park Library and Community Center CIP, PE-09006. This funding amount was initially set aside and assumed for budgeting purposes that it would be used for project costs. Its use for increased construction and consultant costs will therefore have no impact on the projected project reserves of $7.41M. The Measure N contracts and contract amendments encumbered to date are as follows: Contract Group 4 Architecture Turner Construction Construction Original contract $3,827,280 $138,198 $24,365,000 Original Contingency -10%$2,436,500 Additional Contingency -15%$3,654,750 Amendment 1 $92,034 $432,000 Amendment 2 $312,396 $3,008,250 Amendment 3 $3,192,000 $205,297 Amendment 4 $258,041 n/a September 12, 2011 Page 7 of 7 (ID # 1711) Amendment 5 $220,670 n/a Subtotals: Total Contract Value to Date $7,902,421 $3,783,745 $30,456,250 Policy Implications Increasing the contingency to 25 percent for the construction contingency budget and for increased consultant services does not conflict with any current City policy. Timeline Construction of the new Mitchell Park Library and Community Center began in September of 2010 and construction is anticipated to be completed in the summer of 2012. After the construction is completed, library and community center staff will move materials and equipment back into the new facilities which are expected to re-open in the fall of 2012. Attachments: ·A -Contingency Analysis (PDF) ·B -Turner Construction, Amendment 3 (PDF) ·C -Group 4 Architecture, Amendment 5 (PDF) Prepared By:Karen Bengard, Senior Engineer Department Head:J. Michael Sartor, Interim Director City Manager Approval: James Keene, City Manager Mitchell Park Library Community Center Flintco Construction General Contract Contingency Analysis August 2011 $0 $500 $1,000 $1,500 $2,000 $2,500 $3,000 $3,500 $4,000 $4,500 $5,000 $5,500 $6,000 Se p -10 Oc t -10 No v -10 De c -10 Ja n -11 Fe b -11 Ma r - 11 Ap r -11 Ma y - 11 Ju n -11 Ju l -11 Au g - 11 Se p -11 Oc t -11 No v -11 De c -11 Ja n -12 Fe b -12 Ma r - 12 Ap r - 12 Ma y - 12 Ju n -12 Ju l -12 Au g - 12 Average monthly use 10% contingency Average monthly use 25% contingency Changes Orders approved to date Potential Change Orders 10 % Contingency 25%Contingency AMENDMENT NO.3 TO CONTRACT NO. CI0131631 BETWEEN THE CITY OF PALO ALTO AND TURNER CONSTRUCTION COMPANY This Amendment No.3 to Contract No. C10131631 ("Contract") is entered into on 12th day of September, 2011, by and between the CITY OF PALO ALTO, a charter city and a municipal corporation of the State of California ("CITY"), and TURNER CONSTRUCTION COMPANY, a California corporation, located at 60 S. Market Street, STE 1100, San Jose, CA 95113 ("CONTRACTOR"). RECITALS: WHEREAS, the Contract was entered into between the parties for the provision for the Mitchell Park Library and Community Center construction services; and WHEREAS, the parties wish to amend the Contract to add funding for additional services; NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions ofthis Amendment, the parties agree: Section 1. Section 4 of the contract. Not to exceed compensation. is hereby amended to read as follows: "The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit "A", including both payment for professional services and reimbursable expenses, shall not exceed Three Million Two Hundred Fifty-four Thousand Three Hundred Thirty-seven Dollars ($3,254,337.00). In the event Additional Services are authorized, the TOTAL compensation for services and reimbursable expenses shall not exceed ($3,783,745). Section 2. The following exhibits to the Contract are hereby amended to read as set forth in the attachments to this Amendment, which are incorporated in full by this reference: a. Exhibit "A" entitled "Scope of Work Mitchell Park LibrarylCommunity Center, Renovation of the. Downtown Library, Renovation and Addition to the Main Library & Temporary Library Design Services". b. Exhibit "B" entitled "EXHIBIT "B" SCHEDULE OF PERFORMANCE". c. Exhibit "c" entitled "EXHIBIT "c" COMPENSATION". Except as herein modified, all other provisions of the Contract, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. II II July 21, 2011. Page 1 of21 IN WITNESS WHEREOF, the parties have by their duly authorized representatives executed this Amendment on the date first above written. APPROVED: City Manager APPROVED AS TO FORM: Senior Asst. City Attorney Attachments: EXHIBIT "A": EXHIBIT "B": EXHIBIT "C": SCOPE OF SERVICES PROJECT SCHEDULE COMPENSATION TURNER CONSTRUCTION COMPANY BY:~~ T~ Name: ~~ J. Prr. fndt Title: VUL {Jr4.'} O\~. July 21, 2011 Page 2 of21 EXHIBIT" A" SCOPE OF SERVICES 1. INTRODUCTION In November 2008, voters approved Measure N, which provided for the upgrade, replacement and/or expansion of three libraries in Palo Alto. These libraries are the Downtown Library, the Mitchell Park Library and Community Center (MPLCC) and the Main Library. Environmental clearance has been completed and approved for the three sites. The design plans, which are currently approximately 50 percent complete, have been reviewed by City boards and commissions and have been presented to the community, although additional public meetings are scheduled. I>owntownLibrafY Improvements to the I>owntown Library, located at 270 Forest Ave, consist primarily of accessibility improvements, code required upgrades, electrical and mechanical systems upgrades, and interior space remodeling. The estimated 2008 construction cost was $2.4 million which was based upon 35% completed plans. The construction cost estimate excludes d'esign costs, contingency, inflation escalation, permits, testing, fixtures and furnishing. Environmental clearance has been completed and approved for the project. The Downtown Library will not be a certified LEED building but will follow the City's Green Building Policy and submittal requirements. Mitchell Park LibrafY and Community Center The existing Mitchell Park Library building is located at 3700 Middlefield Road and the adjacent Community Center building is located at 3800 Middlefield Road. The existing library building is less than 10,000 square feet. The existing community center building is approximately 10,000 square feet. Construction will entail demolition and removal of the existing buildings and parking lots, construction of a combined library and community center building and associated site amenities including parking. The new building'S total area will be approximately 51,000 square feet, of which 36,000 square feet will be a two-story library and 15,000 square feet will be a single-story community center around a heritage oak tree. The 2008 estimated construction cost was $28.1 million which was based upon the 35% plan design. The construction cost estimate excludes design costs, contingency, inflation escalation, permits, testing, fixtures and furnishing. The MPLCC will be designed to U.S. Green Building Council's Leadership in Energy Efficiency and I>esign (LEEI> ®) Gold standard. I>uring construction, the library services and the community center will be relocated to a temporary facility or facilities. Design of the temporary facility is underway and construction management services for that facility will be performed by Public Works staff. Main Library (Potential Future Phase) Construction management services for the Main Library are not included at this time, as design of improvements to the Main Library will not begin until approximately early 2011. The City reserves the right to negotiate a fee for and enter into a contract (amendment) with Turner Construction Company (hereinafter "Consultant") for these services, or to issue a new Request for Proposals for the services. July 21, 2011 Page 3 of21 The Main Library, located on Newell Road, will have both an interior renovation and an expansion. The renovation to the existing historic structure will consist of seismic, accessibility, and systems upgrades as well as minor expansions and reconfigurations. In addition, a detached building of approximately 4,500 square feet will be constructed. The 2008 estimated construction cost was $9 million which was based upon the 35% plan design. The construction cost estimate excludes design costs, contingency, inflation escalation, permits, testing, fixtures and furnishing. 2. SCOPE OF SERVICES All work described below will be done in conjunction with the City's ongoing review and approval process for the projects described above. The Consultant's services shall include full Construction Management Services as required to assist staff in the management of the design and construction of the above projects. If at any time, the City is not satisfied with the performance of Consultant's staff, the City reserves the right to request the services of a different individual. If for any reason the Consultant proposes a change of staffing during the course of the project, the City reserves the right to approve any new staff. Additional Services must be approved in advance of services, in writing, by the City Project Manager. Office space, computers, cell phones, furnishings and other equipment needed for Consultant's staff shall be provided by the Consultant. These costs shall be included in the Consultant fee proposal. Downtown Library Phase I -Design Phase Staff support for this library will be primarily by City staff. During the design phase, Consultant services are primarily required for specialty (mechanical, electrical) and for pre-qualifiction of contractors and key subcontractors. A. Preconstruction Document and Constructability review Consultant shall: • become familiar with the project history, plans, and specifications. • review plans, specifications and cost estimates submitted for City review. Review by Consultant shall be performed by engineers or contractors who have experience in relevant fields. Review of documents shall be done at the current and 100% completion stage of Design Development and at 60%, 95% and 100% of Construction Development. • provide a constructability review for the project documents and make appropriate cost and/or time-savings recommendations to the City. • provide an independent opinion of probable cost. • analyze and document the costs and benefits associated with combining construction of the Downtown Library with the MPLCC. • coordinate as-needed and directed with the ArchitectlEngineers (AE) firm, City staff, City boards and commission members, and community members. July 21, 2011 Page 4 of21 • assist the City's Contracts Manager with the preparation of the "Instructions to Bidders" which will define the scope of work that must be included in the bid packages and other related bid documents needed to ensure a complete bid package. The AE will prepare technical specifications. • become familiar with the various City department functions and requirements for project coordination. Contractor and Key Subcontractor Pre qualification Prior to the construction bid phase, the Consultant shall prepare, and obtain approval from the City of Palo Alto, to advertise forms required for Contractor and key subcontractor Pre qualification. Consultant shall administer the feedback from same, including but not limited to: answering questions from contractors and subcontractors, coordinating responses with the City's Purchasing Division, preparing spreadsheets or other documentation necessary to compile and compare contractor responses, preparing a recommended bidder's list with a brief report summarizing findings, assisting in representing the City in any subsequent hearings challenging the validity of the results and any follow-up documentation resulting from said hearings. The City Purchasing Division will verify Consultant's recommendation in order to finalize the decision. Additional Services Additional Services include, but are not limited to, attendence at meetings, value engineering, calculations and reimbursable expenses not included in the base fee. Phase II -Construction Phase Services -Downtown Library A. Turner Staff Services General: Consultant shall be the point of contact for the project's contractor (Contractor), and shall endeavor to enforce compliance with all of Contractor's contractual requirements, as follows: Daily Construction Management: Consultant shall oversee the day-to-day construction work performed by the Contractor. Consultant shall track the construction process, logistics, Request For Information (RFI), Change Order (CO) and other information or requests. Consultant shall oversee the construction activities and ensure that all aspects of LEED ® construction requirements are followed and documented and shall work closely with the project's Commissioning Agent and design consultant, Group 4 Architecture (ARCHITECT), in that regard. City shall approve Additional Services requests and other items that are part of the City's contract with the ARCHITECT firm. Consultant shall work with the Contractor and any involved parties to implement logistical and communications measures to minimize any impacts to the nearby residential neighborhood, park, fire station, and the various pre-school, elementary, middle, special needs, and charter schools on that block. Consultant shall implement expeditious methods for resolving conflicts. Consultant shall handle the coordination between the City staff, Contractor, and ARCHITECT. If night time, holiday or weekend work is required periodically to minimize impacts or due to delay in schedule, Consultant services shall still be required in full effect, but will be compensated as additional services, for costs incurred. Consultant shall assume that the third Monday in January (Martin Luther King Day), the second Monday in October (Columbus Day) July 21, 2011 Page 5 of21 and November 11 (Veteran's Day) of each year shall be a working day for the contractor and for the Consultant. December 24 (Christmas Eve) and the Friday following Thanksgiving Day (the fourth Thursday in November) shall also be considered to be regular working days. Consultant shall install, advertise, and maintain a hot-line for community updates, questions, and complaints. Advertisement, equipment and other related costs shall be included in the Reimbursables cost section below. Consultant shall liaison with City staff and assist Contractor as-needed in the connection of a Contractor-installed video camera(s) that will be connected to a website to monitor site progress. Documentation: Consultant shall oversee and manage the Contractor's preparation and/or review of all necessary documentation for the project including, but not limited to, daily logs and inspection progress reports, photos/videos, RFI, correspondence, shop drawings, and other contractor submittals. Consultant shall maintain all files and documentation related to managing the project. Consultant shall track all RFI, correspondence, and submittal status. Responses, approvals, and decisions relative to Contractor's documents shall be provided in a timely manner and as required in the construction documents. Consultant shall review and comment on any project-related correspondence as requested by the City. Routine correspondence that is related to product information or minor design issues may be prepared and answered by Consultant on its letterhead, with a copy of the response directed to PM and ARCHITECT. Correspondence requiring City response, including but not limited to correspondence with residents, cost or contractual issues, may be drafted by Consultant but shall be signed only by City. Submittals: Consultant shall manage, log and track all project submittals (i.e. shop drawings, product information, substitution request, and samples) for approval in timely manner as required by the construction documents and in order to prevent any delays to the project. Comments from different reviewers of the submittal shall be compiled before being returned to the Contractor for revisions. All submittals shall be sent directly between the Contractor and the Design team, with copies, documentation and management reports submitted to and managed by the Consultant. Construction Schedule: Consultant shall review the Contractor's construction schedule. Consultant shall analyze, monitor, and request updates for the master schedule as the project progresses. Consultant shall analyze the schedule for logical construction, constraints, level of critical activities and to verify progress in conjunction with the analysis of pay applications. Consultant shall review Contractors' individual Critical Path Method (CPM) schedules, monitor the contractor's progress, notify the City of any slippage, and coordinate contractor recovery plans. Progress Payments: Consultant shall review progress payment requests submitted by Contractor, within five (5) days of receipt and verify the accuracy and percentage of completion against the schedule, and resolve any discrepancies in the invoices. Consultant shall review the invoices and backup for completeness and compliance with contract documents and make a recommendation to PM for payment of the progress payment requests. Change Order Monitoring and Processing: Consultant shall review and evaluate all Contractor extra work requests. Consultant shall review the contract documents to determine entitlement, complete an independent estimate of the cost of the changes, and reconcile with the contractor's change order request. Consultant shall prepare contract change order authorizations for City July 21, 2011 Page 6 of21 approval and track all scope and schedule changes. Consultant shall also implement expeditious methods for resolving conflicts. Claims: Consultant shall analyze any claims from the contractors (i.e., compensation and delay) as to whether they are excusable, inexcusable, or compensable and prepare a response for City. Meetings: Throughout the construction process, Consultant shall be prepared to address comments and concerns of the construction contractors, ARCHITECT, PM, the City Staff, and the general public on an as-needed basis. Consultant shall set up and conduct weekly progress meetings and any other meetings necessary to facilitate the project work. Consultant shall write and distribute the meeting agendas, and meeting minutes, including: City-Consultant meetings, regular site meetings, and meetings with the City staff, contractors, various City departments, and also the public. The meeting minutes will explicitly track who has the responsibility for each action item with expected completion dates. Consultant shall coordinate the logistics related to a ground-breaking and to a ribbon-cutting ceremony, including working with committees, identifying power sources, etc. Costs for beverages, materials, photographs shall not be the responsibility of the Consultant. Soils-related testing shall be under the Consultant's . contract. Physical oversight of the geotechnical aspects of the construction project shall be contracted by the ARCHITECT firm. Miscellaneous: Consultant shall monitor Contractor's compliance in general with the construction documents and contract. Consultant shall address comments and concerns of the contractors and the ARCHITECT as needed. During construction, the Consultant's office space shall be provided, maintained and removed by the Contractor, including offices, furniture and office equipment. Quality Control and Assurance: Consultant shall monitor and document the Contractors' work for any deviations in scope, schedule, or performance and keep the City informed of and assist in resolving any issues that may arise. Record Drawings: Consultant shall coordinate the preparation of record drawings with the Contractors and ARCHITECT on a regular basis, both during the construction and post construction phases, and review the drawings for "as-built" accuracy. Training: Consultant shall set up and coordinate contractor-provided training of City staff as required by the contract documents and as necessary to ensure that the appropriate City personnel are adequately trained and familiar with the new equipment and systems. Commissioning: Consultant shall work with the commissioning agent, design consultants, and the Contractors to ensure that all new equipment have been installed in accordance with the contract documents, are working properly as stand-alone equipment, and are working properly as part of a complete system. Substantial Completion: As per the construction contract, once the Contractor requests substantial completion and it is determined to be warranted, Consultant shall prepare and compile a project punch list with the assistance from the City and ARCHITECT to be forwarded to the Contractor. Consultant shall oversee the completion of the punch list items before the final notice of completion is issued. July 21, 2011 Page 7 of21 As-Built drawings shall be scanned by Consultant for archiving by City. Close Out: Consultant shall ensure completion and delivery of all required close out documentations including operation and maintenance (O&M) manuals, record drawings, and warranties. Consultant shall review all these materials for compliance with the contract documents and for completeness, and report any deficiencies or discrepancies to Contractor for corrections and re-submittal. Consultant shall work under the direction of the Project Manager to resolve any contract claim issues that may arise (stop work notices, bonding, delays, extra work, etc). Files: Consultant shall consolidate and deliver all project files and documentation maintained to be retained by the City B. Testing Laboratories and Special Inspections: Testing and Special Inspections: A testing agency shall be under contract with and paid for by the Consultant. Consultant shall coordinate with the Contractor in scheduling the testing agency services for materials testing and special inspections needed for the life of the project. This testing includes, but is not limited to, collecting and running geotechnical tests, concrete strength and weld inspection. Consultant shall ensure that all required sign-offs are reviewed and distributed and are in compliance with the specifications and the California' Building Codes. Geotechnical Engineering is included by the Architect, and is not included by the Consultant. C. Electronic Documents: Electronic Documents: Consultant shall provide electronic, fully addressable and cross referenced electronic document filing system. It will be developed and used as the project filing system during construction and will be updated with all closeout documentation, and cross referenced for simple search and retrieve functionality for all project documentation for City's use after construction. Consultant will provide Labor to input all documentation, and to train City in the use and access to all electronic project files. Any monthly service fees shall be included herein and not in Reimbursables. D. Additional Services: Additional Services: Include, but are not limited to, additional meetings, additional public outreach, unforeseen testing or inspection needs. E. Reimbursables: Reimbursables: Travel and meal expenses shall not be Reimbursable items but shall be considered as included in the fee for associated work items. Any temporary trailers, computers, copiers, printers and office supplies are not considered as a Reimbursable expense, but will be provided to the Consultant under the Contractor's Contract. City may, at its option, provide working space and computer connection for Consultant. Printing of plans and specifications shall be paid by City. Consultant shall, at the direction of the Project Manager, install, advertise, and maintain a hot- line for community updates, questions, and complaints. Printing of flyers, presentation boards, advertisement, equipment and other related outreach material costs shall considered a Reimbursable expense, the cost for which shall be approved in writing in advance by the Project July 21, 2011 Page 8 of21 Manager. Phase III-Post Construction Services -Downtown F. Post Construction Services Post Construction and Warranty Services: Consultant shall meet with Library, Community Services and Public Works staff (Staff) monthly for three months commencing after the building is open to the public in order to complete any remaining punch-list items and/or to contact the Contractor for any warranty issues that might arise. After the initial three month period, Consultant shall contact the Staff quarterly for a period of nine months to determine whether any new building or systems issues have been identified. Systems deficiencies that cannot be resolved by the Contractor shall be reported to the Commissioning Agent. Commissioning Verification: Consultant shall participate in the post-construction activities of the Commissioning Agent as follows: Participate in an off-season testing (Le., testing the heating system prior to winter) session and work with the Contractor to correct any deficiencies. Compile the final testing documentation for the Commissioning Record and O&M manuals. Return to the site at month 10 of the 12 month warranty period and review operating conditions with City facility staff and the Commissioning Agent in order to identify any outstanding issues related to the original and seasonal commissioning. The Commissioning Agent will interview facility staff and identify problems or concerns that they have with operating the building as originally intended. The Commissioning Agent will make suggestions for improvements and for recording these changes in the O&M manuals. The Commissioning Agent will identify areas that may come under warranty or under the original construction contract. The Construction Management Consultant shall work with the Contractor to resolve any warranty issues. Mitchell Park Library and Community Center Phase I -Design Phase A. Preconstruction Document and Constructability review Consultant shall: • become familiar with the project history, plans and specifications • review plans, specifications and prepare cost estimates submitted for City review. Review by Consultant shall be performed by engineers or contractors who have experience in relevant fields. Review of documents shall be done at the current and 100% completion stage of Design Development and at 60%, 95% and 100% of Construction Development. • provide a constructability review for the project documents and make appropriate cost and/or time-savings recommendations to the City. • provide an independent opinion of probable construction cost. • coordinate as-needed and directed with the ArchitectlEngineers (AE) firm, City staff, City boards and commission members and community members. • assist the City's Contracts Manager with the preparation of the "Instructions to Bidders" which July 21, 2011 Page 9 of21 will define the scope of work that must be included in the bid packages and other related bid documents needed to ensure a complete bid package. The AE will prepare technical specifications. • become familiar with the various City department functions and requirements for project coordination. Community Outreach The Consultant shall collect information and prepare community, City Manager, oversight committee, boards and commission and any other needed updates, presentations or reports not provided by the AE. The Consultant shall attend community meetings to update various civic orginazations (Kiwanas, school groups, etc.) or community meetings on the project progress. Fee for this service shall be included in 'Meetings'. Seven public meetings are currently scheduled from Sept 22,2009 through January 26, 2010, however, Consultant shall budget for up to five (5) additional public meetings. Contractor and Key Subcontractor Pregualification Prior to the construction bid phase, the City shall prepare, with City of Palo Alto approval, and advertise forms required for Contractor and key subcontractor Prequalification. Consultant shall administer the feedback from same, including but not limited to: answering questions from contractors and subcontractors, coordinating responses with the City's Purchasing Division, preparing spreadsheets or other documentation necessary to compile and compare contractor responses, prepare a recommended bidder's list with a brief report summarizing findings, assist in representing the City in any subsequent hearings challenging the validity of the results, and any follow-up documentation reSUlting from said hearings. Bidding: Consultant shall organize and manage contractor participation. Consultant shall review the contractor bids for compliance with the technical portions of the bid requirements as set forth in the specifications and make a recommendation for award or rejection. Consultant shall assist with the bid period work items including clarifications, and bid evaluation relative to the contract documen!s. Consultant shall review the subcontractor list for completeness and compliance with the bid documents. The City Purchasing Division will verify Consultant's recommendation in order to finalize the decision. Pre-bid Conference and Pre-construction Meeting: Consultant shall coordinate and facilitate the Pre-bid Conference and Pre-construction Meeting including preparation of the agendas and meeting minutes Addenda: If changes to the construction documents are required during the bidding period, Consultant shall prepare the addenda items with the assistance from the AE. The City will issue the addenda. Budget: Consultant shall work with the City to develop a construction budget format and tracking system. Hazardous Material Abatement: Hazardous materials may be removed from the existing structures prior to their demolition (under City contract) or may be included as part of the construction bid package. Consultant shall assume that the abatement will be done by City contract and Consultant shall prepare, assist in the bidding of and coordinate the remediation contract. A third party consultant shall be employed by the City to survey, test, develop and July 21,2011 Page 10 of21 implement removal procedures, monitor abatement and report. Relocation of Existing Library Services The Consultant shall provide CM Services to support the City of Palo Alto in relocating library services to a temporary facility. It is estimated the move coordination for the Consultant wi11last approximately 3 weeks. Meetings: Throughout the design process, Consultant shall be prepared to address comments and concerns of the contractors interested in bidding on the project, AE, City Staff, boards and commissions and the general public on an as-needed basis. Consultant shall schedule and conduct weekly progress meetings and any other meetings necessary to facilitate the project work. City will provide the administrative support to provide a meeting room and invite attendees. Consultant shall write and distribute the meeting agendas, and meeting minutes, including: City-Consultant meetings, regular site meetings, and meetings with the City staff, contractors, various City departments and also the public. The meeting minutes will explicitly track who has the responsibility for each action item with expected completion dates. Additional Services Additional Services include, but are not limited to, attendence at meetings, value engineering, calculations and reimbursable expenses not included in the base fee. Phase II -Construction Phase Services -MPLCC A. Turner Staff Services General: Consultant shall be the point of contact for the project's contractor (Contractor), and shall endeavor to enforce compliance with all of Contractor's contractual requirements, as follows: Daily Construction Management: Consultant shall oversee the day-to-day construction work performed by the Contractor. Consultant shall track the construction process, logistics, Request For Information (RFI), Change Order (CO) and other information or requests. Consultant shall oversee the construction activities and ensure that all aspects of LEED ® construction requirements are followed and documented and shall work closely with the project's Commissioning Agent and design consultant, Group 4 Architecture (ARCHITECT), in that regard. City shall approve Additional Services requests and other items that are part of the City's contract with the ARCHITECT firm. Consultant shall work with the Contractor and any involved parties to implement logistical and communications measures to minimize any impacts to the nearby residential neighborhood, park, fire station, and the various pre-school, elementary, middle, special needs, and charter schools on that block. Consultant shall implement expeditious methods for resolving conflicts. Consultant shall handle the coordination between the City staff, Contractor, and ARCHITECT. If night time, holiday or weekend work is required periodically to minimize impacts or due to delay in schedule, Consultant services shall still be required in full effect, but will be compensated as additional services, for costs incurred. Consultant shall assume that the third July 21, 2011 Page 11 of21 Monday in January (Martin Luther King Day), the second Monday in October (Columbus Day) and November 11 (Veteran's Day) of each year shall be a working day for the contractor and for the Consultant. December 24 (Christmas Eve) and the Friday following Thanksgiving Day (the fourth Thursday in November) shall also be considered to be regular working days. Consultant shall install, advertise, and maintain a hot-line for community updates, questions, and complaints. Advertisement, equipment and other related costs shall be included in the Reimbursables cost section below. Consultant shall liaison with City staff and assist Contractor as-needed in the connection of a Contractor-installed video camera(s) that will be connected to a website to monitor site progress. Field Inspection and Supervision: For Mitchell Park Library and Community Center, the Consultant, whose title shall be CM Field Superintendent (CMFS), shall maintain a field presence whenever work is under way by the Contractor. The role of the CMFS will be to enforce the Contract daily in the field to ensure that the work is being constructed in compliance with the contract documents, the approved shop drawings, the current RFI answers, etc, and in general, 'to protect the interest of the City of Palo Alto daily in the field. The CMFS will also observe and report daily field problems with respect to quality, cost and schedule. The CMFS will develop and maintain deficiency, incomplete work item, and preliminary punch list reports and will maintain a daily construction report, as the daily history of the project, to include significant jobsite field events that occur each day. The CMFS will not be responsible for means and methods of the general Contractor, nor for safety of any of the contractor's employees, but will have the authority, but not the responsibility, to observe and report concerns with regard to such issues. Documentation: Consultant shall oversee and manage the Contractor's preparation and/or review of all necessary documentation for the project including, but. not limited to, daily logs and inspection progress reports, photos/videos, RFI, correspondence, shop drawings, and other contractor submittals. Consultant shall maintain all files and documentation related to managing the project. Consultant shall track all RFI, correspondence, and submittal status. Responses, approvals, and decisions relative to Contractor's documents shall be provided in a timely manner and as required in the construction documents. Consultant shall review and comment on any project-related correspondence as requested by the City. Routine correspondence that is related to product information or minor design issues may be prepared and answered by Consultant on its letterhead, with a copy of the response directed to PM and ARCHITECT. Correspondence requiring City response, including but not limited to correspondence with residents, cost or contractual issues, may be drafted by Consultant but shall be signed only by City. . Submittals: Consultant shall manage, log and track all project submittals (i.e. shop drawings, product information, substitution request, and samples) for approval in timely manner as required by the construction documents and in order to prevent any delays to the project. Comments from different reviewers of the submittal shall be compiled before being returned to the Contractor for revisions. All submittals shall be sent directly between the Contractor and the Design team, with copies, documentation and management reports submitted to and managed by the Consultant. Construction Schedule: Consultant shall review the Contractor's construction schedule. Consultant shall analyze, monitor, and request updates for the master schedule as the project progresses. Consultant shall analyze the schedule for logical construction, constraints, level of July 21, 2011 Page 12 of21 critical activities and to verify progress in conjunction with the analysis of pay applications. Consultant shall review Contractors' individual Critical Path Method (CPM) schedules, monitor the contractor's progress, notify the City of any slippage, and coordinate contractor recovery plans. . Progress Payments: Consultant shall review progress payment requests submitted by Contractor, within five (5) days of receipt and verify the accuracy and percentage of completion against the schedule, and resolve any discrepancies in the invoices. Consultant shall review the invoices and backup for completeness and compliance with contract documents and make a recommendation to PM for payment of the progress payment requests. Change Order Monitoring and Processing: Consultant shall review and evaluate all Contractor extra work requests. Consultant shall review the contract documents to determine entitlement, complete an independent estimate of the cost of the changes, and reconcile with the contractor's change order request. Consultant shall prepare contract change order authorizations for City approval and track all scope and schedule changes. Consultant shall also implement expeditious methods for resolving conflicts. Claims: Consultant shall analyze any claims from the contractors (Le., compensation and delay) as to whether they are excusable, inexcusable, or compensable and prepare a response for City. Meetings: Throughout the construction process, Consultant shall be prepared to address comments and concerns of the construction contractors, ARCHITECT, PM, the City Staff, and the general public on an as-needed basis. Consultant shall set up and conduct weekly progress meetings and any other meetings necessary to facilitate the project work. Consultant shall write and distribute the meeting agendas, and meeting minutes, including: City-Consultant meetings, regular site meetings, and meetings with the City staff, contractors, various City departments, and also the public. The meeting minutes will explicitly track who has the responsibility for each action item with expected completion dates. Consultant shall coordinate the logistics related to a ground-breaking and to a ribbon-cutting ceremony, including working with committees, identifying power sources, etc. Costs for beverages, materials, photographs shall not be the responsibility of the Consultant. Consultant shall, at the direction of the Project Manager, install, advertise, and maintain a hot- line for community updates, questions, and complaints. Printing of flyers, presentation boards, advertisement, equipment and other related outreach material costs shall considered a Reimbursable expense, the cost for which shall be approved in writing in advance by the Project Manager. Miscellaneous: Consultant shall monitor Contractor's compliance in general with the construction documents and contract. Consultant shall address comments and concerns of the contractors and the ARCHITECT as needed. During construction, the Consultant's office space shall be provided, maintained and removed by the Contractor, including offices, furniture and office equipment. Ouality Control and Assurance: Consultant shall monitor and document the Contractors' work for any deviations in scope, schedule, or performance and keep the City informed of and assist in resolving any issues that may arise. July 21, 2011 Page 13 of21 Record Drawings: Consultant shall coordinate the preparation of record drawings with the Contractors and ARCHITECT on a regular basis, both during the construction and post construction phases, and review the drawings for "as-built" accuracy. Training: Consultant shall set up and coordinate contractor-provided training of City staff as required by'the contract documents and as necessary to ensure that the appropriate City personnel are adequately trained and familiar with the new equipment and systems. Commissioning: Consultant shall work with the commissioning agent, design consultants, and the Contractors to ensure that all new equipment have been installed in accordance with the contract documents, are working properly as stand-alone equipment, and are working properly as part of a complete system. Substantial Completion: As per the construction contract, once the Contractor requests substantial completion and it is determined to be warranted, Consultant shall prepare and compile a project punch list with the assistance from the City and ARCHITECT to be forwarded to the Contractor. Consultant shall oversee the completion of the punch list items before the final notice of completion is issued. Close Out: Consultant shall ensure completion and delivery of all required close out documentations including operation and maintenance (O&M) manuals, record drawings, and warranties. Consultant shall review all these materials for compliance with the contract documents and for completeness, and report any deficiencies or discrepancies to Contractor for corrections and re-submittal. Consultant shall work under the direction of the Project Manager to resolve any contract claim issues that may arise (stop work notices, bonding, delays, extra work, etc). As-Built drawings shall be scanned by Consultant for archiving by City. Files: Consultant shall consolidate and deliver all project files and documentation maintained to be retained by the City. Additional Services: Include, but are not limited to, additional meetings, additional public outreach, unforeseen testing or inspection needs. Reimbursables: Travel and meal expenses shall not be Reimbursable items but shall be considered as included in the fee for associated work items. Temporary trailers, computers, copiers, printers and office supplies are not considered as a Reimbursable expense, but will be provided to the Consultant under the Contractor's Contract. Printing of plans and specifications shall be paid by City. Printing of flyers, presentation boards, telephone hotlines and other communication materials needed to fulfill outreach as described herein shall be budgeted for and provided as a Reimbursable item by Consultant. Job site safety fencing is a reimbursable expense. B. Testing and Special Inspections Testing and Special Inspections: A testing agency shall be under contract with and paid for by the Consultant. Consultant shall coordinate with the Contractor in scheduling the testing agency services for materials testing and special inspections needed for the life of the project. This testing includes, but is not limited to, collecting and running geotechnical tests, concrete strength and weld inspection. Consultant shall ensure that all required sign-offs are reviewed and July 21, 2011 Page 14 of21 distributed and are in compliance with the specifications and· the California Building Codes. Geotechnical In~pections are included by the Architect, and are not included by the Consultant. Building Code Inspection Services -Mitchell Park Library and Community Center: Consultant shall provide all building code inspection services for construction phases for the Mitchell Park Library and Community Center. Inspectors shall have a minimum of 5 years of experience as inspectors and be certified by the International Code Council (ICC) or International Building Code Officials (IBC) as inspectors. The City reserves the right to review the qualifications of the inspectors, approve their working on the project, and to request a change of inspectors at any time. Soils-related testing shall be under the Consultant's contract. Physical oversight of the geotechnical aspects of the construction project shall be contracted by the ARCHITECT firm. C. -Electronic Documentation and Photograph Recording Electronic Documents: Consultant shall provide electronic, fully addressable and cross referenced electronic document filing system. It will be developed and used as the project filing system during construction and will be updated with all closeout documentation, and cross referenced for simple search and retrieve functionality for all project documentation for City's use after construction. Consultant will provide Labor to input all documentation, and to train City in the use and access to all electronic project files. Any monthly service fees shall be included herein and not in Reimbursables. Project Documentation -Photographic Record: Based upon a build period of twenty three (23) months, provide a photographic pre-construction site-survey of existing conditions; twenty three (23) maximum exterior progressions; interior progressions; six (6) maximum interior mechanical, electrical and plumbing; pre-concrete slab pour; exterior elevation, including window-flashing and waterproofing; three (3) maximum roofing exact built showing the roof at various stages of the project; and finished condition prior to occupancy. All documentation shall include consultations with City identifying project-specific needs, appropriate photographic intervals, schedules, determination of optimal locations based on the site plans, a representative number of digital photographs at such intervals and for such durations and at the specified milestones; linking each photo set to the appropriate location on the site plans and floor plans; online web hosting of the documentation on the Multivista website for the construction period covered by the documentation and for a minimum period of I-year thereafter; password protected access to the documentation and two CD or DVD ROM copies of the entire documentation upon completion. D -Extended Construction Duration Provide Construction Phase services for extended construction duration, if not caused by the CONSULTANT. Services in this category are to be provided and compensated only with the approval of the CITY Project Manager. Schedule C includes 30 working days of extended duration. Phase III: Post Construction Services A -Turner Staff Services: July 21, 2011 Page 15 of21 Post Construction and Warranty Services: Consultant shall meet with Library, Community Services and Public Works staff (Staff) monthly for three months commencing after the building is open to the public in order to complete any remaining punch-list items and/or to contact the Contractor for any warranty issues that might arise. After the initial three month period, Consultant shall contact the Staff quarterly for a period of nine months to determine whether any new building or systems issues have been identified. Systems deficiencies that cannot be resolved by the Contractor shall be reported to the Commissioning Agent. Commissioning Verification: Consultant shall participate in the post-construction activities of the Commissioning Agent as follows: Participate in an off-season testing (i.e., testing the heating system prior to winter) session and work with the Contractor to correct any deficiencies. Compile the final testing documentation for the Commissioning Record and O&M manuals. 12 Month Warranty Follow Up: Return to the site at month 10 of the 12 month warranty period and review operating conditions with City facility staff and the Commissioning Agent in order to identify any outstanding issues related to the original and seasonal commissioning. The Commissioning Agent will interview facility staff and identify problems or concerns that they have with operating the building as originally intended. The Commissioning Agent will make suggestions for improvements and for recording these changes in the O&M manuals. The Commissioning Agent will identify areas that may come under warranty or under the original construction contract. The Construction Management Consultant shall work with the Contractor to resolve any warranty issues. MAIN LIBRARY Phase I -Design Phase -Main Library A.l -Turner Staff Services for Temporary Library (Conceptual Design Phase Only) The ARCHITECT will research a location for a temporary Main Library site for use during the construction of the Main Library renovation and expansion. The temporary Main Library would consist of a space approximately 8,000 to 10,000 square feet. The ARCHITECT will develop schematic electrical and mechanical plans, floor plans, signage landscaping and cost estimates for said facility. The Consultant shall participate and assist in the selection of a temporary Main Library site, review and comment on designs prepared by ARCHITECT and prepare independent construction cost estimates. Consultant shall attend meetings with staff and ARCHITECT, which include two (2) technical meetings and three (3) project management team meetings. Fee for these meetings shall be included in the cost for the Temporary Main Library item. Detailed design on any temporary library will not proceed until Council reviews and approves the cost, size, location and other information related to the temporary library. If Council approves completing the design of a temporary library, a scope and fee will be negotiated with Consultant for services related to oversight of the design phase. A.2 -Turner Staff Services for permanent Main Library July 21, 2011 Page 16 of21 Design of the Main Library expansion and renovation is anticipated to begin in mid to late 2010 or early 2011 Consultant shall provide three (3) construction cost estimates: One at 100% Schematic Design, one at 100% Design Development and one at 50% Construction Documents. Consultant shall perform constructability and design document review at the Design Development Phase Consultant shall develop and grade pre-qualification forms, attend any protest hearings and defend findings . . Consultant shall review overall project schedule and budget development and update same. Contractor Prequalification Prior to the construction bid phase, the Consultant shall prepare,and obtain approval from the City of Palo Alto, to advertise forms required for Contractor Prequalification. Consultant shall administer the feedback from same, including but not limited to: answering questions from contractors and subcontractors, coordinating responses with the City's Purchasing Division, preparing spreadsheets or other documentation necessary to compile and compare contractor responses, preparing a recommended bidder's list with a brief report summarizing findings, assisting in representing the City in any subsequent hearings challenging the validity of the results and any follow-up documentation resulting from said hearings. The City Purchasing Division will verify Consultant's recommendation in order to finalize the decision. Additional Services Additional Services include, but are not limited to, attendence at meetings, value engineering, calculations and reimbursable expenses not included in the base fee. Phase II -Construction Phase Services (Potential Future Phase) -Main Library Services and Fee for Construction Administration services may, at the City's sole discretion, be negotiated prior to the start of construction for the Main Library. July 21, 2011 Page 17 of21 EXHIBIT "C" (page 1 of 3) COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule attached as exhibit C-l up to the not to exceed budget amount for each task set forth below. For Subconsultants, such as Inspections, special inspections, electronic document services, and photographic documentation services, the CITY agrees to compensate the CONSULTANT for services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the actual cost of the sub consultant, plus a fee of 5%, up to the not to exceed budget amount for each task set forth below. The compensation to be paid to CONSULTANT under this Agreement for all services described in Exhjbit "A" ("Basic Services") and reimbursable expenses shall not exceed $3,254,337,00 .. CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. In the event CITY authorizes any Additional Services, the maximum compensation shall not exceed $3,783,745.00. Any work performed or expenses incurred for which payment would result in a t6talexceediiigthe lllaxil11umamourifbf compensation set forth herein shall beat no cost to the CITY. 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, does not exceed $3,254,337.00 and the total compensation for Additional Services does not exceed $529,408.00 . July 21, 2011 Page 19 of21 EXHIBIT "C" (page 2 of 3) COMPENSATION DESCRIPTION: NOT TO EXCEED AMOUNT BASIC SERVICES Downtown Library Phase I -Design Phase A Pre-construction Phase Downtown Library Phase II -Construction Phase A Turner Staff Services B Testing and Special Inspections C Electronic Documents Downtown Library Phase III Post Construction & Warranty Phase F Turner Staff Services TOTAL DOWNTOWN LIBRARY BASIC SERVICES Mitchell Park Phase I Design Phase A Preconstruction Mitchell Park Phase II Construction Phase A Turner Staff Services B Testing and Special Inspections C Electronic Documents & Photo Recording D Extended Construction Duration Mitchell Park Phase III Post-Construction Phase A Turner Staff Services TOTAL MITCHELL PARK BASIC SERVICES Main Library Phase I $17,545 $345,000 $12,000 $20,000 $10,000 $404,545 $107,292 $1,835,000 $445,000 $135,000 $115,000 $45,000 $2,682,292 . (Design Phase for Main Library & Concept Design Phase for Temporary Main Library) A.l A.2 Turner Staff Services -Temporary Library for Main Turner Staff Services -Permanent Main Library TOTAL MAIN LIBRARY BASIC SERVICES (Design Phase Only) ALLOWANCE FOR REIMBURSABLE EXPENSES DT Library (not to exceed) MP Library (not to exceed) Main Library Total Allowance for Reimbursables TOTAL BASIC SERVICES (including Allowance for Reimbursables July 21, 2011 $15,000 $90,500 $105,500 $5,000 $55,000 $2,000 $62,000 $3,254,337 Page 20 of21 EXHIBIT "C" (Page 3 of 3) COMPENSATION DESCRIPTION: NOT TO EXCEED AMOUNT ADJ>ITIONAIJ SERVICES: ALLOWANCE FOR ADDITIONAL SERVICES-Not to Exceed DTLibrary MPLCC Main Library TOTAL ALLOWANCE FOR ADDITIONAL SERVICES TOTAL NOT TO EXCEED COMPENSATION REIMBURSABLE EXPENSES $42,632 $476,026 $10,750 $529,408 $ 3.783.745 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. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY's project manager's request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT's proposed maximum compensation, including reimbursable expense, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY's project manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. July 21, 2011 Page 21 of21 1 110829 sm 010 AMENDMENT NO. 5 TO CONTRACT NO. C09130744 BETWEEN THE CITY OF PALO ALTO AND GROUP 4 ARCHITECTURE, RESEARCH + PLANNING INC. This Amendment No. 5 to Contract No. C09130744 (“Contract”) is entered into on ___ of September, 2011, by and between the CITY OF PALO ALTO, a charter city and a municipal corporation of the State of California (“CITY”), and Group 4 Architecture, Research + Planning Inc., a California corporation, located at 211 Linden Avenue, South San Francisco, CA 94080 (“CONTRACTOR”). R E C I T A L S: WHEREAS, the Contract was entered into between the parties for the provision of design services forthe Mitchell Park Library and community center, rehabilitation of the Downtown Library, Main Libraries, and Community Center, and provide temporary facilities during the construction of the other projects; and WHEREAS, the parties wish to amend the Contract to add funding for additional services; NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree: Section 1. Section 4 of the Contract,. Not to exceed compensation. is hereby amended to read as follows: “The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A”, including both payment for professional services and reimbursable expenses, shall not exceed Seven Million Six Thousand One hundred Eighty-Nine Dollars ($7,006,189). In the event Additional Services are authorized, the total compensation for services and reimbursable expenses shall not exceed same ($7,902,421). The applicable rates and schedule of payment are set out in Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE,” which is attached to and made a part of this Agreement.” Section 2. The following exhibits to the Contract are hereby amended to read as set forth in the attachments to this Amendment, which are incorporated in full by this reference: a. Exhibit “A” entitled “Scope of Work Mitchell Park Library/Community Center, Renovation of the Downtown Library, Renovation and Addition to the Main Library & Temporary Library Design Services”. b. Exhibit “B” entitled “EXHIBIT “B” SCHEDULE OF PERFORMANCE”. c. Exhibit “C” entitled “EXHIBIT “C” COMPENSATION”. Except as herein modified, all other provisions of the Contract, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 3 110829 Scope of Work Mitchell Park Library/Community Center, Renovation of the Downtown Library, Renovation and Addition to the Main Library & Temporary Library Design Services I. INTRODUCTION AND GENERAL INFORMATION 1.0 GENERAL INFORMATION 1.1 The “Palo Alto Libraries Schematic Design Report” and drawings, dated May 2008, were prepared by Group 4 Architecture, Research + Planning Inc. (CONSULTANT) for the City of Palo Alto (CITY). These reports include the schematic design documents for three libraries in Palo Alto: the renovation of the Downtown Library, the renovation and addition to the Main Library and the design for the new Mitchell Park Library/Community Center. The building programs for these projects are documented in an earlier Conceptual Design Report also prepared by Group 4 and dated October 2007. The scope of work included in this contract is for preparation of construction documents for the renovation, construction administration, record documents and project closeout for the Downtown Library; the preparation of construction documents, bidding and award, construction administration, record documents and project closeout for the new Mitchell Park Library/Community Center; construction documents for the renovation and construction administration for the Mitchell Park Library Temporary Library Facilities, ; the preparation of construction documents, bidding and award, for the renovation and addition to the Main Library and the preparation of the site analysis and preliminary design for the Temporary Main Library, this work is based on the approved designs for these projects documented in the aforementioned reports. 1.2 The CONSULTANT’s Basic Services shall include: 1.2.1 For the new Mitchell Park Library/Community Center preparation of Design Development Documents, Construction Documents, assistance with Bidding and Award, Construction Administration and Project Closeout Services.. 1.2.2 For the renovation of the Downtown Library programming, budgeting, space planning, Construction Documents, assistance with Bidding and Award, Construction Administration and Record Documents and Project Closeout Services. 1.2.3 For the renovation of the Cubberley Auditorium into the Mitchell Park Temporary Library Construction Documents and Construction Administration Services. CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 4 110829 1.2.4 For the renovation and addition to the Main Library - preparation of Design Development Documents, Construction Documents, and assistance with Bidding and Award. 1.2.5 For the Temporary Main Library Site Analysis and Preliminary Design. 1.3 Participation for the projects shall include presentations and meetings as directed by the CITY to the CITY’s Council, Boards and Commissions at appropriate phases in the projects to solicit feedback and comments on the progress of the design(s). 1.4 In selecting the CONSULTANT, the CITY recognizes that the CONSULTANT has qualifications to provide additional planning, architecture, and interior design services including construction phase services specifically related to the renovation and addition of the Main Library and the design documentation for the Temporary Main Library. The CITY, at its discretion, may choose to amend this contract to add these services to the CONSULTANT’s Scope of Services for Additional Compensation if mutually agreed to by the CITY and the CONSULTANT. 2.0 THE PROJECT 2.1 The project includes the new Mitchell Park Library/Community center, the Downtown Library renovation, the Temporary Mitchell Park Library and Library Technical Services Facility, the Main Library renovation and new addition and the site analysis and preliminary design for the Temporary Main Library (collectively, the “Project”). 2.2 The new Mitchell Park Library/Community Center (the “Mitchell Park Project”) is located at 3800 Middlefield Road at the site of the existing Mitchell Park Library and Community Center buildings. The new joint use facility will include a separate 36,254 sf library and a 16,291 sf community center, new parking lots, the realignment of Mayfair Avenue, and associated signal work, and site work. The Mitchell Park Project shall be designed to meet the standards for LEED Gold certification by the US Green Building Council (USGBC). 2.3 The Downtown Library is located at 270 Forest Avenue in downtown Palo Alto. The 9000 square foot building was constructed in 1971. The CITY’s LSMAR and Group 4’s space study recommendations for this branch include a major interior renovation of the building, including its architecture, structure, electrical (power, lighting, data) and mechanical systems. The Downtown Library Project shall be designed to meet the standards for LEED certification by the US Green Building Council (USGBC). 2.4 The Temporary Mitchell Park Library and Technical Services facility is CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 5 110829 located at the Cubberley Community Center at 4000 Middlefield Road in the existing Auditorium Building. 2.5 The Main Library is located at 1213 Newell Road in Palo Alto. The original building was designed by Edward Durell Stone and constructed in 1956, then in 1982-84 the building was renovated and a 2,200 square foot addition completed. The project includes the renovation of the existing building structure, mechanical, electrical and interior finishes as well as additions to accommodate a new program room, group study rooms and new public restrooms. The new additions will add approximately 4,200 square feet. The existing Main Library is 21,313 square feet on grade with a 5,000 square foot basement. The Main Library Project shall be designed to meet the standards for LEED certification by the US Green Building Council (USGBC). 2.5.1 In addition to the work described above, the following deferred maintenance items shall be included in the Construction Documents phase of the project: 2.5.1.1 Replace or the existing wood shake roof 2.5.1.2 Replace or provide new site pedestrian paving and site landscaping 2.5.1.3 Replace the existing fire sprinkler system 2.5.1.4 Replace the existing exterior plywood walls at the staff area 2.5.1.5 Replace basement sump pumps 2.5.1.6 Upgrade stormwater treatment system 2.5.1.7 Upgrade parking lot lighting 2.5.1.8 Provide for separate access to the Teen room conference area 2.5.1.9 Outfit the library to function as a broadcast center for the local television station. 2.5.1.10 Develop concepts to analyze the integration of the Art Center and Main Library sites and prepare design documents and cost estimates for the parking lots, pedestrian plaza and landscaping to the south and south east of the library (between the library, Art Center and Community Gardens). CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 6 110829 2.6 The Temporary Main Library will be located at a site yet to be determined by the CITY. The work includes site selection services, facility and site option analysis, building programming; budgeting and schematic design. 3.0 CITY DUTIES 3.1 During the term of CONSULTANT’s professional services under this AGREEMENT the following items will be the responsibilities of the CITY: 3.1.1 The CITY’s Project Manager or authorized designee shall manage the CONSULTANT’s performance under the Agreement. CONSULTANT shall receive final direction only from the Project Manager or his or her authorized designee. The Project Manager shall resolve any conflicting direction from other groups, departments or agencies. 3.1.2 The CITY shall provide evaluation, mitigation design and administration of work for hazardous materials at each site and in the existing building. 3.1.3 The CITY shall provide reviews and comment on what may be necessary to complete design milestones, and/or approve completion of design milestones and cost estimates. At the completion of each phase, the CITY shall provide written authorization to the CONSULTANT to proceed to the next phase. Said written authorization shall require the signature(s) of the CITY's Project Manager or his/her authorized designee. 3.1.4 CITY shall provide record drawings of existing project facilities (when available). 3.1.5 CITY shall provide all applicable building permits. 3.1.6 CITY shall provide Division 0 and 1 specifications (front-end), in Microsoft Word format to CONSULTANT for review and comment. 3.1.7 CITY shall print and provide construction contractors with copies of bid documents (Plans and Specifications). 3.1.8 CITY shall advertise and award construction contracts. 3.1.9 CITY shall manage the construction of the Project and provide building code and quality control inspections. 3.1.10 The CITY shall oversee and manage the artist selection process, CITY and artist agreements, artwork approvals, budgets and schedule, coordination of artwork with the building design, and artwork installation. CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 7 110829 3.1.11 The CITY may prequalify general contractors and key subcontractors and limit bidding to only those firms that have been deemed by the CITY to be qualified. CITY shall actively market the project to general contractors and major trades to increase likelihood of receiving competitive bids. 3.1.12 The CITY shall manage all construction and procurement contracts related to the overall project and shall oversee and coordinate each of the budgets. Within the overall project budget the CITY shall determine with input from the CONSULTANT the specific budgets for each of the procurement contracts including, but not limited to: Site development Site preparation Building and garage construction Furniture procurement, including multiple contracts for custom, general, systems and miscellaneous furniture Construction management services Public art Moving Publicity Computer systems Telecommunication systems. 3.1.13 CITY shall identify, select and procure all equipment such as copy machines, vending machines, miscellaneous office equipment, etc. that is not included in the technology package. 4.0 CONSULTANT’S DUTIES The CONSULTANT shall keep the Project Manager updated on the status of the Project including but not limited to reviewing the Project schedule and budget, suggesting changes and identifying significant milestones and duration of major tasks needed to complete the work in its entirety, including work components not identified in the CONSULTANT’s scope of services. The CONSULTANT shall periodically update the Project Manager on the validity and responsiveness of the information furnished by the CONSULTANT and its various subconsultants under this agreement, including the schedule requirements and the budget for the cost of the Project. The CONSULTANT shall periodically review such information and advise the Project Manager of any additional or updated information that may be required. II. CONSULTANT’S BASIC SERVICES The CONSULTANT’s scope of basic services for the CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 8 110829 Project is divided into six parts: Basic Services for the Mitchell Park Project; Basic Services for the Downtown Library Project; Basic Services for the Temporary Mitchell Park Library Project, Basic Services for the Main Library; Basic Services for the Temporary Main Library and Participation Services 1.0 MITCHELL PARK PROJECT 1.1 GENERAL 1.1.1 The CONSULTANT’s Basic Services for the New Mitchell Park Library/Community Center (“Mitchell Park Project”) consist of five Tasks: Task D1 Design Development; Task E1 Construction Documents; Task F1 Bidding and Award; Task G1 Construction Administration and Task H1 Record Documents and Project Closeout. 1.1.2 The CONSULTANT’s Basic Services include the services of a civil engineer, structural engineer, mechanical engineer, electrical engineer/lighting designer, landscape architect, cost consultant, audio visual/acoustical engineer, energy analysis engineer, commissioning agent, and library programmer. 1.1.3 The CITY intends that the Mitchell Park Project shall be designed to meet the standards for LEED Gold or higher certification by the USGBC. 1.1.3.1 CONSULTANT shall design the Mitchell Park Project to meet the requirements for LEED V2.2 certification at the Gold or higher level. 1.1.3.2 CONSULTANT shall provide LEED project management services needed for the CITY to obtain LEED certification of the Mitchell Park Project, develop specifications consistent with LEED and the CITY’s policies, and provide the templates, documentation, calculations, and energy modeling studies necessary to obtain LEED certification. 1.1.3.3 CONSULTANT shall include a LEED accredited professional on the design team to support Project Sustainable Building/ Green Building design criteria as required to achieve LEED certification. 1.1.3.4 CONSULTANT shall include in the construction documents appropriate provisions requiring the CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 9 110829 contractor to meet the requirements for CITY’s submittal to USGBC for LEED Gold certification. 1.2 TASK D1: MITCHELL PARK PROJECT DESIGN DEVELOPMENT 1.2.1 CONSULTANT shall coordinate and manage its subconsultants throughout the Design Development phase and coordinate with the Project Manager or authorized designee, key departments, including but not limited to CITY’s Building, Public Works, and Engineering staff. 1.2.2 CONSULTANT shall prepare, refine and update project design schedule which identifies all major tasks, key milestones, key meetings, submittal dates and review periods for the CITY’s review and comment. CONSULTANT shall provide updated design schedule at the beginning of each project phase. 1.2.3 CONSULTANT shall prepare Design Development documents based on refinement and further development of the approved schematic design, including preliminary furniture layouts, built-in fixtures, and equipment selections. 1.2.4 CONSULTANT shall refine design development plans based on comments received from the CITY’s review of the 100% SD and 50% DD submittal. 1.2.5 CONSULTANT shall prepare estimates of probable construction cost for review by CITY in association with the 50% and the 100% Design Development submittals. 1.2.6 CONSULTANT shall have the Mitchell Park Project’s LEED commissioning agent review the design, back-check review comments, and develop a commissioning plan, specifications, and checklists. 1.2.7 CONSULTANT shall meet with the CITY to review the estimate of probable construction cost and to confirm that the design is still within the CITY’s approved construction budget. Should the design not be within the budget, CONSULTANT shall revise the design as directed by the Project Manager or her authorized designee at no additional fee to bring the design within the approved budget. 1.2.8 CONSULTANT shall provide all other normal and customary services related to Design Development that the CONSULTANT, the Project Manager or her authorized designee finds necessary or that will lead toward the timely delivery of other phases of work in this Agreement. CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 10 110829 1.2.9 Meetings 1.2.9.1 CONSULTANT shall attend and coordinate up to seven (7) PMT meetings, two (2) Technical-Planning meetings, two (2) Technical-Library Meetings, two (2) Technical Building Department meetings, two (2) Artist Coordination meetings, one (1) Technical-Technology meeting, one (1) Technical-Traffic meeting, one (1) Integrated Design Workshop, and other technical meetings as reasonably required for the Mitchell Park Project. 1.2.9.2 CONSULTANT shall coordinate meetings with reviewing agencies as required. 1.2.9.3 CONSULTANT shall attend up to two meetings with the Palo Alto Arts Commission and/or other public art committee for coordination of an arts program. 1.2.10 Deliverables 1.2.10.1 CONSULTANT shall submit document packages at the 50% and 100% completion of Design Development for review by the CITY. Design Development packages shall illustrate and describe the refinement of the design of the Mitchell Park Project, establishing its scope, relationships, forms, size and appearance. 1.2.10.2 Site plans and floor plans for all major disciplines. 1.2.10.3 Preliminary furniture layout plan. 1.2.10.4 Preliminary finish, materials and equipment schedules. 1.2.10.5 Outline specifications shall identify the major materials and systems and shall establish their general quality levels. Specifications shall be consistent with the Construction Specifications Institute (CSI) format, the version of which shall be determined by CONSULTANT. 1.2.10.6 Engineering documents shall include single line diagrams describing structural, mechanical, plumbing, and electrical systems. 1.2.10.7 Principal interior and exterior elevations showing preliminary locations of all electrical and mechanical CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 11 110829 controls, telecommunications, security, as well as life- safety devices for coordination with furniture layout. 1.2.10.8 Estimates of probable construction cost associated with the 50% and 100% Design Development submittals. 1.3 TASK E1: MITCHELL PARK PROJECT CONSTRUCTION DOCUMENTS 1.3.1 CONSULTANT shall coordinate and manage its subconsultants throughout the Construction Documents phase. 1.3.2 Upon written notice to proceed by the CITY, CONSULTANT shall refine and further develop the approved Design Development package based upon the CITY’s comments and the constructability review comments on the 100% Design Development package. 1.3.3 CONSULTANT shall prepare and submit a 60% Construction Documents package to the CITY. 1.3.4 CONSULTANT shall prepare an estimate of probable construction cost for review by CITY in association with the 60% Construction Documents submittal. 1.3.5 CONSULTANT shall prepare and submit a 95% Construction Documents package, with CITY’s comments from the 60% package incorporated into the documents. 1.3.6 CONSULTANT shall prepare an estimate of probable construction cost for review by CITY in association with the 95% Construction Documents submittal. 1.3.7 CONSULTANT shall prepare a Construction Documents package for Building and Fire department plan check review and permitting. 1.3.8 CONSULTANT shall prepare the 100% Construction Documents package with final quality control comments from CITY’s Building and Fire department review incorporated. 1.3.9 CONSULTANT shall prepare a Project Manual that includes the Conditions of the Contract for Construction provided by the CITY, Technical Specifications, and bidding requirements and sample forms furnished by the CITY. 1.3.10 CONSULTANT shall maintain the LEED matrix and design documentation. 1.3.11 LEED Fundamental and Enhanced Commissioning: CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 12 110829 CONSULTANT shall have the project’s commissioning agent review the design and back-check their review comments, develop a commissioning plan, commissioning specification, and commissioning checklists. 1.3.12 CONSULTANT shall provide, if necessary and as directed by the Project Manager or authorized designee, bid alternates up to a cumulative maximum amount of 1% of the estimate of probable construction cost. 1.3.13 One or more “independent checks” of the plans, specifications and bid documents may be performed by an independent party commissioned by the CITY prior to the 100% Construction Document submittal. CONSULTANT shall incorporate revisions or comments from these reviews, provided by the CITY in a single, compiled, and coordinated document, in the final bid documents, unless CONSULTANT deems them to be inappropriate or in error in which case, CONSULTANT shall communicate concern to the Project Manager or her authorized designee for consideration and further direction. These checks may include architectural peer reviews and/or constructability reviews. These independent checks are to be performed strictly for the benefit of the CITY, and they shall not relieve the CONSULTANT from its obligations under this Agreement. The CITY is not obligated to perform any independent check, and the CONSULTANT shall not rely upon it for any quality or quantitative check or review. 1.3.14 Meetings 1.3.14.1 CONSULTANT shall attend and coordinate twelve (12) PMT meetings, two (2) artist coordination meetings, two (2) Technical-Planning meetings, four (4) Technical- Library meetings, three Technical-Building Department meetings, one (1) Technical-Technology meeting, one (1) Technical-Traffic meeting, one (1) Integrated Design Workshop, and other technical meetings as reasonably required for the Mitchell Park Project. 1.3.14.2 CONSULTANT shall attend two (2) meetings with the Arts Commission and/or Public Art committee for coordination of the arts program in the construction documents. 1.3.15 Deliverables 1.3.15.1 60%, 95%, and 100% Construction Documents packages setting forth in detail the requirements for CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 13 110829 construction of the Mitchell Park Project, including drawings and specifications that establish in detail the quality levels of required materials and systems. The Construction Documents package shall include drawings and technical specifications from all disciplines, executed to a level of detail appropriate for open public bidding. They shall include plans overlaying voice and data cabling with furniture layout as necessary, elevations reflecting relationships between furnishings and items affecting their placement. Site improvements shall include all details necessary to coordinate and properly locate utilities, driveways, roadways, at-grade parking, curbs and gutters, landscape, irrigation and hardscape design. The Construction Documents shall conform to the applicable California Building Code, Title 24, ADA, and all other applicable local, State and Federal codes, regulations, permit requirements, and conditions necessary for issuance of a building permit. 1.3.15.2 Project Manual 1.3.15.3 Detailed technical specifications that are coordinated with the plans and all the design disciplines. 1.3.15.4 Estimates of probable construction cost associated with the 60% and 95% Construction Documents submittals. 1.3.15.5 CONSULTANT shall submit one set of reproducible documents and one set of electronic digital documents at 60%, 95% and 100% completion of Construction Documents. CONSULTANT shall provide a full-sized original set, wet-stamped and signed, as required by the CITY, by all the appropriate licensed design disciplines. CONSULTANT shall also provide digital plot files directly to CITY’s printing company for printing bid sets. 1.4 TASK F1 MITCHELL PARK PROJECT BIDDING AND AWARD 1.4.1 CONSULTANT shall assist CITY during bid solicitation process. 1.4.2 CONSULTANT shall prepare a full-sized original set(s), and provide a digital plot bid package for CITY’s use in printing, and shall make available to the CITY an electronic version of the Construction Documents. 1.4.3 CONSULTANT shall provide bid phase services, as requested by CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 14 110829 the CITY, through award of the Contract for Construction. Service include assistance with responses to bidders' inquiries; preparation of addenda; attendance at one (1) prequalification and (1) pre-bid meeting; and assistance in the CITY’s evaluation of bids. 1.4.4 In preparing estimates of the cost of the work, the CONSULTANT shall be permitted to include contingencies for design, bidding and price escalation; to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents; to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids as may be necessary to adjust the estimated Cost of the Work to meet the CITY's budget for the Cost of the Work. If an increase in the Contract Sum occurring after execution of the Contract between the CITY and the Contractor causes the budget for the Cost of the Work to be exceeded, that budget shall be increased accordingly. 1.4.5 CONSULTANT will include in its estimate a contingency for bid/market conditions based on competitive bidding with a minimum of 3 bidders for all major items of subcontracted work and 3-5 general contractor bids. The CITY recognizes that the CONSULTANT has no control over competitive bidding or market conditions. If CITY anticipates less favorable bidding conditions or wishes to take a more conservative approach, CITY will cooperate with CONSULTANT to increase bid contingency and either reduce project scope or increase the project budget accordingly. 1.4.6 If bidding has not commenced within 90 days after CONSULTANT submits 95%Construction Documents to the CITY, CONSULTANT shall adjust at no additional cost to CITY, the estimate of probable construction cost to reflect changes in the general level of prices in the construction industry. Should the adjusted estimate of probable construction cost exceed the CITY approved construction budget at this point, any subsequent changes in the plans or value engineering services necessary to align the adjusted estimate of probable construction cost with the CITY approved construction budget shall be considered Additional Services as noted in EXHIBT C of this Agreement. 1.4.7 Deliverables: one reproducible (hard copy for Construction Document contract file) and digital plot set of Construction Documents “Conform” package revised with all addenda, CITY reviews and plan check comments, including Fire Department, incorporated and ready for Award, and Construction. CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 15 110829 1.5 TASK G1 MITCHELL PARK PROJECT CONSTRUCTION ADMINISTRATION 1.5.1 CONSULTANT’s responsibility to provide Basic Construction Administration Services for the Construction Phase under this Agreement commences with CITY's issuance of a Notice to Proceed with the Contract for Construction and will end 730 calendar days from that date or upon commencement by the CONSULTANT of the Substantial Completion Correction (“Punch”) list, as mutually agreed upon by CONSULTANT, the CITY’s Construction Manager and CITY, whichever comes first. If the punch list does not commence within 730 calendar days of the Notice to Proceed, any further time and effort spent on behalf of the project shall be an Additional Service provided on a time and materials basis. Consultant will not be obligated to provide any work beyond the 730 calendar days unless directed by CITY in writing. 1.5.2 CONSULTANT shall be a representative of and shall advise and consult with the CITY during the provision of the Contract Administration Services. The CONSULTANT shall have authority to act on behalf of the CITY only to the extent provided in this Agreement unless otherwise modified by written amendment. 1.5.3 Duties, responsibilities and limitations of authority of the CONSULTANT under this phase shall not be restricted, modified or extended without written agreement of the CITY. 1.5.4 CONSULTANT shall neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor’s rights and responsibilities under the Contract Documents, the CONSULTANT will not be responsible for the Contractor’s schedules or failure to carry out the work in accordance with the Contract Documents. The CONSULTANT will not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the work.CONSULTANT shall not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work. 1.5.5 CONSULTANT will have access to the work at all times wherever it is in preparation or progress within 24 hours of notifying the CITY.. 1.5.6 CONSULTANT shall revise Bid Documents for issuance as Conform Set Contract Documents that incorporate addenda, and clarifications. CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 16 110829 1.5.7 CONSULTANT shall attend the pre-construction conference. 1.5.8 Project Meetings and Site Visits 1.5.8.1 CONSULTANT shall attend up to 104 site construction meetings. The CONSULTANT as a representative of the CITY, shall visit the site at intervals appropriate to the stage of the Contractor’s operations, or as otherwise agreed by the Project Manager or authorized designee and the CONSULTANT (1) to become generally familiar with and to keep the CITY informed about the progress and quality of the portion of the Work completed, (2) to endeavor to guard the CITY against defects and deficiencies in the Work, and (3) to determine in general if the Work is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the CONSULTANT shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. 1.5.8.2 CONSULTANT shall report to the CITY observable and known deviations from the Contract Documents by the Contractor. 1.5.8.3 CONSULTANT shall at all times have access to the work wherever it is in preparation or progress. 1.5.8.4 CONSULTANT shall have authority to reject Work that does not conform to the Contract Documents. Whenever the CONSULTANT considers it necessary or advisable, the CONSULTANT will have authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the CONSULTANT nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the CONSULTANT to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons or entities performing portions of the Work. 1.5.8.5 CONSULTANT shall be responsible for scheduling the Sub CONSULTANTs visits to the site in coordination with and or as directed by CITY. 1.5.9 On the basis of on-site observations as a CONSULTANT, and through information provided to the CONSULTANT by the CITY’s Project Manager, the CONSULTANT shall keep the CITY informed of the quality of the work. 1.5.10 Submittals: CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 17 110829 1.5.10.1 CONSULTANT will review Contractor’s submittals, including Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The CONSULTANT’s action shall be taken with such reasonable promptness so as to cause no delay in the work, while allowing sufficient time in the CONSULTANT’s judgment to permit adequate review unless otherwise agreed to. Submittals critical to work flow shall be responded to within a timely manner from receipt. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities or for substantiating instructions for installation or performance equipment or systems designed by the Contractor, all of which remain the responsibility of the Contractor to the extent required by the Contract Documents. The CONSULTANT’s review shall not constitute review of safety precautions or, unless otherwise specifically stated by the CONSULTANT, of construction means, methods, techniques, sequences or procedures. The CONSULTANT’s review of specific items shall not indicate approval of an assembly of which the item is a component. When professional certification of performance characteristics of materials, systems or equipment is required by the Contract Documents, the CONSULTANT shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the Contract Documents. 1.5.10.2 CONSULTANT shall maintain copies of submittals supplied by the Contractor in accordance with the requirements of the Contract Documents. Reviewed submittals shall be stamped with appropriate action to be taken with notes and comments initialed and dated. 1.5.11 If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Contract Documents, the CONSULTANT shall specify appropriate performance and design criteria that such services must satisfy. Shop Drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor shall bear such professional’s written approval when submitted to the CONSULTANT. The CONSULTANT shall be entitled to rely upon the adequacy, accuracy and completeness of the services; certifications or approvals performed by such design professionals. CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 18 110829 1.5.12 Request for Information (RFI) & Architectural Supplement Information (ASI) 1.5.12.1 CONSULTANT shall review properly prepared, timely requests by the Contractor for Request For Information (RFI) about the Contract Documents. A properly prepared RFI about the Contract Documents shall be in a form prepared or approved by the CONSULTANT and shall include a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested. 1.5.12.2 If deemed appropriate by the CONSULTANT or if directed by the Project Manager or her authorized designee, the CONSULTANT shall on the CITY’s behalf prepare, reproduce and distribute supplemental Drawings and Specifications (Architectural Supplemental Information (ASI)) in response to RFI by the Contractor or because of a need determined by CONSULTANT to achieve the intent of the Contract Documents. 1.5.12.3 Interpretations and decisions of the CONSULTANT shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and initial decisions, the CONSULTANT shall endeavor to secure faithful performance by both CITY and Contractor, shall not show partiality to either, and shall not be liable for the results of interpretations or decisions so rendered in good faith. 1.5.12.4 CONSULTANT’s action shall be taken with such reasonable promptness as to cause no delay in the Work or in the activities of the CITY, Contractor or separate contractors, while allowing sufficient time in the CONSULTANT s professional judgment to permit adequate review. RFI’s critical to workflow shall be responded to within a timely manner from receipt. 1.5.13 CONSULTANT shall review for compliance, any items submitted by the Contractor for consistency with the contract documents, including but not limited to submittals, O&M Manuals, written guarantees, instruction books, diagrams and charts, etc,. 1.5.14 Review and recommend approval or rejection of substitutions for conformance with the project design concept and for compliance with Contract Documents. CONSULTANT shall briefly review each substitution at no additional cost to the CITY and provide the CITY’s Project Manager with a fee and time schedule for detailed review of each substitution. Time and cost for detailed review of substitutions shall be negotiated with Contractor on a case-by-case CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 19 110829 basis. Detailed review of each substitution cannot begin until authorized by the CITY’s Project Manager. Detailed review of substitutions is subject to the requirements of Additional Services when approved and authorized by the CITY’s Project Manager prior to beginning the detailed review. 1.5.15 Changes in the Work 1.5.15.1 Change Order Review and Negotiation: All changes to the Contract between the CITY and Contractor shall be only by change orders executed by the CITY. 1.5.15.2 CITY and its designee shall review the contents of all Contractor-requested changes to the contract time or price, endeavor to determine the cause of the request, and assemble and evaluate information concerning the request. CITY and its designee shall in its evaluations of the Contractor’s request consider the CONSULTANT’s comments regarding the proposed changes. 1.5.15.3 All proposed CONSULTANT and CITY -initiated changes shall first be described in detail by the CITY and its designee in a request for a proposal issued to the Contractor. The request shall be accompanied by drawings and specifications prepared by the CONSULTANT. In response to the request for a proposal, the Contractor shall submit to the CITY and its designee for evaluation detailed information concerning. The price and time adjustments, if any, as may be necessary to perform the proposed change order work. The CITY and its designee shall review the Contractor’s proposal, shall discuss the proposed change order with the Contractor, and endeavor to determine the Contractor’s basis for the price and time proposed to perform the work. All work by CONSULTANT related to CITY -initiated changes will be performed as Additional Services on a Time and Material Basis or mutually agreed lump sum. 1.5.15.4 The CITY and its designee shall negotiate change requests on behalf of the CITY. CITY and its designee shall prepare and issue to the Contractor appropriate change order documents, reviewed and signed by the CONSULTANT as required by contract. 1.5.16 Furniture, Custom Casework, Shelving and Signage 1.5.16.1 During the Construction Administration Phases the CONSULTANT shall provide the following services related to Furniture, Custom Casework and Signage: CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 20 110829 1.5.16.2 Staff area systems furniture will be specified in general terms showing layout, major components, and finishes. CONSULTANT shall specify that systems furniture vendor to provide detailed systems design and component selection. 1.5.16.3 CONSULTANT shall specify performance requirements for seismic bracing of cantilevered shelving with shelving vendor to provide engineering submittals. 1.5.16.4 If so requested by the CITY’s Project Manager or authorized designee, the CONSULTANT shall prepare up to a total of five different bid packages for furniture, custom casework, building signage and shelving. Each bid package will be suitable for a public bid process or negotiated purchase order by CITY or Library. 1.5.16.5 CONSULTANT shall provide up to two alternative design concepts for custom furniture and casework. 1.5.16.6 CONSULTANT shall prepare for the CITY’s review functional layout drawings of library service desks and custom casework for the Library and the Community Center. 1.5.16.7 CONSULTANT shall conduct up to eight interiors Project Management Team meetings to set direction on furniture and casework. 1.5.16.8 CONSULTANT shall lead up to one day-long furniture review meeting with the furniture committee. 1.5.16.9 CONSULTANT shall prepare a 90% Bid Documents submittal for CITY and Library review. 1.5.16.10 CONSULTANT shall prepare 100% Bid Documents. 1.5.16.11 CONSULTANT shall assist the CITY in reviewing bidder questions and provide written addenda as required for each bid package. 1.5.16.12 CONSULTANT shall be available for up to three days to advise on furniture and custom casework placement and punch list services. 1.5.16.13 CONSULTANT shall provide a sign location drawing and sign copy schedule for the site identification, exterior building signage, site wayfinding, and interior signage. 1.5.16.14 CONSULTANT shall provide a 60% and 95% Design Intent Signage Documents for the CITY’s review. And a 100% Bid Design Intent Signage Document. CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 21 110829 1.5.16.15 CONSULTAN provide updated estimates of probable construction costs to the CITY at the 60% and 95% Design Intent submittals.. 1.5.16.16 CONSULTAN shall provide written responses to the CITY’s review comments. 1.5.16.17 CONSULTAN conduct up to two signage design review meetings with the CITY. 1.5.16.18 CONSULTANT shall attend a signage pre-installation meeting with the signage contractor. 1.6 TASK H1 MITCHELL PARK PROJECT RECORD DOCUMENTS AND PROJECT CLOSEOUT 1.6.1 Project Closeout, will begin with the commencement by CONSULTANT of the Punch List as mutually determined by CONSULTANT, CITY and CITY’s Construction Manager, and will end 90 calendar days from that date CONSULTANT shall complete all items over which the CONSULTANT has control indicated in the scope of Project Closeout within the 90 calendar day period. CONSULTANT Closeout Services after 90 days will be provided as an Additional Service on a Time & Materials basis. 1.6.2 CONSULTANT shall receive from the Contractor and forward to the CITY, for the CITY’s review and records, written warranties and related documents required by the Contract Documents and assembled by the Contractor. 1.6.3 CONSULTANT’s shall conduct “Punch List“inspection to check conformance of the Work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the Contractor of Work to be completed or corrected. 1.6.4 CONSULTANT shall complete and distribute the project punch list in a timely manner from the CITY’s request for inspection in either MSWord or Excel format. 1.6.5 CONSULTANT shall review the work to determine whether the punch list items have been completed and are in conformance with the Construction Documents 1.6.6 CONSULTANT’s shall conduct Final Completion observation with the CITY to check for general conformance of the Work with the requirements of the Contract Documents package and to verify the accuracy and completeness of the list submitted by the Contractor of Work to be completed or corrected. 1.6.7 CONSULTANT shall incorporate information provided by the Contractor and information gained during site visits throughout the Project construction, and prepare record drawings and specifications based on record field construction documents CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 22 110829 package. Prior to acceptance of the Project by the CITY. CONSULTANT shall review the contractor’s “as-built” drawings and specifications, and shall return them to contractor for revision if they are not complete, or otherwise known to not represent facts known to the CONSULTANT. Apart from reviewing Contractor’s as-built documents, CONSULTANT shall prepare and sign the CONSULTANT’s Record Drawings submit both a hard copy on Mylar and an electronic copy on Compact Disc (CD) to the CITY. 2.0 DOWNTOWN LIBRARY PROJECT 2.1 GENERAL 2.1.1 The CONSULTANT’s Basic Services for the renovated Downtown Library (“Downtown Library Project”) consist of five Tasks: Task D2 Design Development; Task E2 Construction Documents; Task F2 Bidding and Award, Task G2 Construction Administration and Task H2 Record Documents and Project Closeout. 2.1.2 The CONSULTANT’s Basic Services include the services of a civil engineer, structural engineer, mechanical engineer, electrical engineer/lighting designer, landscape architect, cost consultant, audio visual/acoustical engineer, and library programmer. 2.2 TASK D2: DOWNTOWN LIBRARY PROJECT DESIGN DEVELOPMENT 2.2.1 CONSULTANT shall coordinate and manage its subconsultants throughout the Design Development phase and coordinate with the Project Manager or authorized designee, key departments, including but not limited to CITY’s Building, Public Works, and Engineering staff. 2.2.2 CONSULTANT shall prepare, refine and update project design schedule which identifies all major tasks, key milestones, key meetings, submittal dates and review periods for the CITY’s review and comment. CONSULTANT shall provide updated design schedule at the beginning of each project phase. 2.2.3 CONSULTANT shall prepare Design Development documents based on refinement and further development of the approved schematic design, including preliminary furniture layouts, built-in fixtures, and equipment selections. 2.2.4 CONSULTANT shall refine design development plans based on comments received from the CITY’s review of the 100% SD submittal. CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 23 110829 2.2.5 CONSULTANT shall prepare an estimate of probable construction cost for review by CITY in association with the 100% Design Development submittal. 2.2.6 CONSULTANT shall meet with the CITY to review the estimate of probable construction cost and to confirm that the design is still within the CITY’s approved construction budget. Should the design not be within the budget, CONSULTANT shall revise the design as directed by the Project Manager or her authorized designee at no additional fee to bring the design within the approved budget. 2.2.7 CONSULTANT shall provide all other normal and customary services related to Design Development that the CONSULTANT, the Project Manager or her authorized designee finds necessary or that will lead toward the timely delivery of other phases of work in this Agreement. 2.2.8 Meetings 2.2.8.1 CONSULTANT shall attend and coordinate up to seven (7) PMT meetings, two (2) Technical-Library Meetings, two (2) Technical-Building Department meetings, one (1) Technical-Technology meeting, one (1) Integrated Design Workshop, and other technical meetings as reasonably required for the Downtown Library Project. 2.2.8.2 CONSULTANT shall coordinate meetings with reviewing agencies as required. 2.2.9 Deliverables 2.2.9.1 CONSULTANT shall submit a Design Development package at 100% completion of Design Development for review by the CITY. The Design Development package shall illustrate and describe the refinement of the design of the Downtown Library Project, establishing its scope, relationships, forms, size and appearance. 2.2.9.2 Site plans and floor plans for all major disciplines. 2.2.9.3 Preliminary furniture layout plan. 2.2.9.4 Preliminary finish, materials and equipment schedules. 2.2.9.5 Outline specifications shall identify the major materials and systems and shall establish their general quality levels. Specifications shall be consistent with the Construction CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 24 110829 Specifications Institute (CSI) format, the version of which shall be determined by CONSULTANT. 2.2.9.6 Engineering documents shall include single line diagrams describing structural, mechanical, plumbing, and electrical systems. 2.2.9.7 Principal interior and exterior elevations showing preliminary locations of all electrical and mechanical controls, telecommunications, security, as well as life- safety devices for coordination with furniture layout. 2.2.9.8 Estimates of probable construction cost associated with the 100% Design Development submittal. 2.2.9.9 Presentation materials for meetings. 2.3 TASK E2: DOWNTOWN LIBRARY PROJECT CONSTRUCTION DOCUMENTS 2.3.1 CONSULTANT shall coordinate and manage its subconsultants throughout the Construction Documents phase. 2.3.2 Upon written notice to proceed by the CITY, CONSULTANT shall refine and further develop the approved Design Development package based upon the CITY’s comments and the constructability review comments on the 100% Design Development package. 2.3.3 CONSULTANT shall prepare and submit a 60% Construction Documents package to the CITY. 2.3.4 CONSULTANT shall prepare an estimate of probable construction cost for review by CITY in association with the 60% Construction Documents submittal. 2.3.5 CONSULTANT shall prepare and submit a 95% Construction Documents package, with CITY’s comments from the 60% package incorporated into the documents. 2.3.6 CONSULTANT shall prepare an estimate of probable construction cost for review by CITY in association with the 95% Construction Documents submittal. 2.3.7 CONSULTANT shall prepare a Construction Documents package for Building and Fire department plan check review and permitting. 2.3.8 CONSULTANT shall prepare the 100% Construction Documents CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 25 110829 package with final quality control comments from CITY’s Building and Fire department review incorporated. 2.3.9 CONSULTANT shall prepare a Project Manual that includes the Conditions of the Contract for Construction provided by the CITY, Technical Specifications, and bidding requirements and sample forms furnished by the CITY. 2.3.10 CONSULTANT shall provide, if necessary and as directed by the Project Manager or authorized designee, bid alternates up to a cumulative maximum amount of 5% of the estimate of probable construction cost. 2.3.11 One or more “independent checks” of the plans, specifications and bid documents may be performed by an independent party commissioned by the CITY prior to the 100% Construction Document submittal. CONSULTANT shall incorporate revisions or comments from these reviews, provided by the CITY in a single, compiled, and coordinated document, in the final bid documents, unless CONSULTANT deems them to be inappropriate or in error in which case, CONSULTANT shall communicate concern to the Project Manager or her authorized designee for consideration and further direction. These checks may include architectural peer reviews and/or constructability reviews. These independent checks are to be performed strictly for the benefit of the CITY, and they shall not relieve the CONSULTANT from its obligations under this Agreement. The CITY is not obligated to perform any independent check, and the CONSULTANT shall not rely upon it for any quality or quantitative check or review. 2.3.12 Meetings 2.3.12.1 CONSULTANT shall attend and coordinate twelve (12) PMT meetings, four (4) Technical-Library meetings, two (2) Technical-Building Department meetings, one (1) Technical-Technology meeting, one (1) Integrated Design Workshop, and other technical meetings as reasonably required for the Downtown Library Project. 2.3.12.2 Consultant shall attend other meetings as specified in Section 4.0, Participation. 2.3.13 Deliverables 2.3.13.1 60%, 95%, and 100% Construction Documents packages setting forth in detail the requirements for construction of the Downtown Library Project, including drawings and specifications that establish in detail the CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 26 110829 quality levels of required materials and systems. The Construction Documents package shall include drawings and technical specifications from all disciplines, executed to a level of detail appropriate for open public bidding. They shall include plans overlaying voice and data cabling with furniture layout as necessary, elevations reflecting relationships between furnishings and items affecting their placement. Site improvements shall include all details necessary to coordinate and properly locate utilities, driveways, roadways, at-grade parking, curbs and gutters, landscape, irrigation and hardscape design. The Construction Documents shall conform to the applicable California Building Code, Title 24, ADA, and all other applicable local, State and Federal codes, regulations, permit requirements, and conditions necessary for issuance of a building permit. 2.3.13.2 Project Manual 2.3.13.3 Detailed technical specifications that are coordinated with the plans and all the design disciplines. 2.3.13.4 Estimates of probable construction cost associated with the 60% and 95% Construction Documents submittals. 2.3.13.5 CONSULTANT shall submit one set of reproducible documents and one set of electronic digital documents at 60%, 95% and 100% completion of Construction Documents. CONSULTANT shall provide a full-sized original set, wet-stamped and signed, as required by the CITY, by all the appropriate licensed design disciplines. CONSULTANT shall also provide digital plot files directly to CITY’s printing company for printing bid sets. 2.4 TASK F2: DOWNTOWN LIBRARY PROJECT BIDDING AND AWARD 2.4.1 CONSULTANT shall prepare a full-sized original set(s), and provide a digital plot bid package for CITY’s use in printing, and shall make available to the CITY an electronic version of the Construction Documents. 2.4.2 CONSULTANT shall provide bid phase services, as requested by the CITY, through award of the Contract for Construction. Service include assistance with responses to bidders' inquiries; preparation of addenda; attendance at one (1) prequalification and (1) pre-bid meeting; and assistance in the CITY’s evaluation of bids. CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 27 110829 2.4.3 In preparing estimates of the cost of the work, the CONSULTANT shall be permitted to include contingencies for design, bidding and price escalation; to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents; to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids as may be necessary to adjust the estimated Cost of the Work to meet the CITY's budget for the Cost of the Work. If an increase in the Contract Sum occurring after execution of the Contract between the CITY and the Contractor causes the budget for the Cost of the Work to be exceeded, that budget shall be increased accordingly. 2.4.4 CONSULTANT will include in its estimate a contingency for bid/market conditions based on competitive bidding with a minimum of 3 bidders for all major items of subcontracted work and 3-5 general contractor bids. The CITY recognizes that the CONSULTANT has no control over competitive bidding or market conditions. If CITY anticipates less favorable bidding conditions or wishes to take a more conservative approach, CITY will cooperate with CONSULTANT to increase bid contingency and either reduce project scope or increase the project budget accordingly. 2.4.5 If bidding has not commenced within 90 days after CONSULTANT submits 95%Construction Documents to the CITY, CONSULTANT shall adjust at no additional cost to CITY, the estimate of probable construction cost to reflect changes in the general level of prices in the construction industry. Should the adjusted estimate of probable construction cost exceed the CITY approved construction budget at this point, any subsequent changes in the plans or value engineering services necessary to align the adjusted estimate of probable construction cost with the CITY approved construction budget shall be considered Additional Services as noted in EXHIBT C of this Agreement. 2.4.6 Deliverables: one (1) 100% reproducible (hard copy for Construction Document contract file) and digital plot set of Construction Documents “Conform” package revised with all addenda, CITY reviews and plan check, including Fire Department, ready for Award, and Construction. 2.5 TASK G2 DOWNTOWN LIBRARY PROJECT CONSTRUCTION ADMINISTRATION 2.5.1 The CONSULTANT’s responsibility to provide Basic Construction Administration Services for the Construction Phase under this Agreement commences with CITY's issuance of a Notice to Proceed CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 28 110829 with the Contract for Construction and will end 365 calendar days from that date or upon commencement by the CONSULTANT of the Substantial Completion Correction (“Punch”) list, as mutually agreed upon by CONSULTANT, the CITY’s Construction Manager and CITY, whichever comes first. If the punch list does not commence within 365 calendar days of the Notice to Proceed, any further time and effort spent on behalf of the project shall be an Additional Service provided on a time and materials basis. Consultant will not be obligated to provide any work beyond the 365 calendar days unless directed by CITY in writing. 2.5.2 The CONSULTANT shall be a representative of and shall advise and consult with the CITY during the provision of the Contract Administration Services. The CONSULTANT shall have authority to act on behalf of the CITY only to the extent provided in this Agreement unless otherwise modified by written amendment. 2.5.3 Duties, responsibilities and limitations of authority of the CONSULTANT under this phase shall not be restricted, modified or extended without written agreement of the CITY. 2.5.4 The CONSULTANT shall neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor’s rights and responsibilities under the Contract Documents. 2.5.5 The CONSULTANT shall not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work. 2.5.6 Project Meetings and Site Visits 2.5.6.1 The CONSULTANT shall attend up to 52 site construction meetings. The CONSULTANT as a representative of the CITY, shall visit the site at intervals appropriate to the stage of the Contractor’s operations, or as otherwise agreed by the Project Manager or authorized designee and the CONSULTANT (1) to become generally familiar with and to keep the CITY informed about the progress and quality of the portion of the Work completed, (2) to endeavor to guard the CITY against defects and deficiencies in the Work, and (3) to determine in general if the Work is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the CONSULTANT shall not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 29 110829 2.5.6.2 The CONSULTANT shall report to the CITY known deviations from the Contract Documents. 2.5.6.3 The CONSULTANT shall at all times have access to the work within 24 hours wherever it is in preparation or progress. 2.5.6.4 The CONSULTANT shall have authority to reject Work that does not conform to the Contract Documents. Whenever the CONSULTANT considers it necessary or advisable, the CONSULTANT will have authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority of the CONSULTANT or a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the CONSULTANT to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons or entities performing portions of the Work. 2.5.6.5 The CONSULTANT shall be responsible for scheduling the subconsultants visits to the site in coordination with and or as directed by the CITY. 2.5.7 On the basis of on-site observations as a CONSULTANT, and through information provided to the CONSULTANT by the CITY’s Project Manager, the CONSULTANT shall keep the CITY informed of the quality of the work. 2.5.8 Submittals: 2.5.8.1 The CONSULTANT will review Contractor’s submittals, including Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The CONSULTANT’s action shall be taken with such reasonable promptness so as to cause no delay in the work, while allowing sufficient time in the CONSULTANT’s judgment to permit adequate review unless otherwise agreed to. Submittals critical to work flow shall be responded to within a timely manner from receipt. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities or for substantiating instructions for installation or performance equipment or systems designed by the Contractor, all of which remain the responsibility of the Contractor to the extent required by the Contract Documents. The CONSULTANT’s review shall not constitute review of safety precautions or, unless otherwise specifically stated by the CONSULTANT, of construction means, methods, techniques, sequences or procedures. The CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 30 110829 CONSULTANT’s review of specific items shall not indicate approval of an assembly of which the item is a component. When professional certification of performance characteristics of materials, systems or equipment is required by the Contract Documents, the CONSULTANT shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the Contract Documents. 2.5.8.2 The CONSULTANT shall maintain copies of submittals supplied by the Contractor in accordance with the requirements of the Contract Documents. Reviewed submittals shall be stamped with appropriate action to be taken with notes and comments initialed and dated. 2.5.8.3 If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Contract Documents, the CONSULTANT shall specify appropriate performance and design criteria that such services must satisfy. Shop Drawings and other submittals related to the Work designed or certified by the design professional retained by the Contractor shall bear such professional’s written approval when submitted to the CONSULTANT. The CONSULTANT shall be entitled to rely upon the adequacy, accuracy and completeness of the services; certifications or approvals performed by such design professionals. 2.5.9 Request for Information (RFI) & Architectural Supplement Information (ASI) 2.5.9.1 The CONSULTANT shall review properly prepared, timely requests by the Contractor for for information (RFI) about the Contract Documents. A properly prepared RFI about the Contract Documents shall be in a form prepared or approved by the CONSULTANT and shall include a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested. 2.5.9.2 If deemed appropriate by the CONSULTANT or if directed by the Project Manager or her authorized designee, the CONSULTANT shall on the CITY’s behalf prepare, reproduce and distribute supplemental Drawings and Specifications (Architectural Supplemental Information (ASI)) in response to RFI by the Contractor or because of a need determined by CONSULTANT to achieve the intent of the Contract Documents.. 2.5.9.3 Interpretations and decisions of the CONSULTANT shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 31 110829 of drawings. When making such interpretations and initial decisions, the CONSULTANT shall endeavor to secure faithful performance by both CITY and Contractor, shall not show partiality to either, and shall not be liable for the results of interpretations or decisions so rendered in good faith. 2.5.9.4 The CONSULTANT’s action shall be taken with such reasonable promptness as to cause no delay in the Work or in the activities of the CITY, Contractor or separate contractors, while allowing sufficient time in the CONSULTANT s professional judgment to permit adequate review. RFI’s critical to workflow shall be responded to within a timely manner from receipt. 2.5.10 CONSULTANT shall review for compliance, any items submitted by the Contractor for consistency with the contract documents, including but not limited to submittals, O&M Manuals, written guarantees, instruction books, diagrams and charts, etc,. 2.5.11 Review and recommend approval or rejection of substitutions for conformance with the project design concept and for compliance with Contract Documents. CONSULTANT shall briefly review each substitution at no additional cost to the CITY and provide the CITY’s Project Manager with a fee and time schedule for detailed review of each substitution. Time and cost for detailed review of substitutions shall be negotiated with Contractor on a case-by-case basis. Detailed review of each substitution cannot begin until authorized by the CITY’s Project Manager. Detailed review of substitutions is subject to the requirements of Additional Services when approved and authorized by the CITY’s Project Manager prior to beginning the detailed review. 2.5.12 Changes in the Work 2.5.12.1 Change Order Review and Negotiation: All changes to the Contract between the CITY and Contractor shall be only by change orders executed by the CITY. 2.5.12.2 CITY and its designee shall review the contents of all Contractor-requested changes to the contract time or price, endeavor to determine the cause of the request, and assemble and evaluate information concerning the request CITY and its designee shall in its evaluations of the Contractor’s request consider the CONSULTANT’s comments regarding the proposed changes. 2.5.12.3 All proposed CONSULTANT and CITY -initiated changes shall first be described in detail by the CITY and its designee in a request for a proposal issued to the Contractor. The request shall be accompanied by drawings CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 32 110829 and specifications prepared by the CONSULTANT. In response to the request for a proposal, the Contractor shall submit to the CITY and its designee for evaluation detailed information concerning. The price and time adjustments, if any, as may be necessary to perform the proposed change order work. The CITY and its designee shall review the Contractor’s proposal, shall discuss the proposed change order with the Contractor, and endeavor to determine the Contractor’s basis for the price and time proposed to perform the work. All work by CONSULTANT related to CITY -initiated changes will be performed as Additional Services on a Time and Material Basis or mutually agreed lump sum. CITY and its designee shall negotiate change requests on behalf of the CITY. CITY and its designee shall prepare and issue to the Contractor appropriate change order documents, reviewed and signed by the CONSULTANT as required by contract. 2.6 TASK G2.1 DOWNTOWN LIBRARY LEED DESIGN AND DOCUMENTATION 2.6.1 The CONSULTANT shall prepare and submit LEED documentation for the Downtown Library for certification purposes based on the LEED Commercial Interiors 2009 for LEED certified level. The work includes preparing and submitting all required design submittal documentation for the LEED credits as identified on the LEED Matrix fated February 2010. 2.6.2 The CONSULTANT shall provide fundamental commissioning services during the design phase construction phases of the project. 2.6.3 The CONSULTANT shall provide design intent information and clarifications to the Contractor during the construction phase of the project. 2.6.4 The CONSULTANT shall provide Construction Administration services which include review of Contractor-provided LEED submittals required for the Construction submittal by the Contractor. 2.7 TASK G2.2 DOWNTOWN STANDARD LIBRARY AND OFFICE FURNITURE 2.7.1 During the Construction Administration Phases the CONSULTANT shall provide the following services related to Standard Library and Office Furniture: 2.7.2 Building Staff area systems furniture will be specified in general terms showing layout, major components, and finishes. CONSULTANT shall specify that systems furniture vendor to provide detailed systems design and component selection. CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 33 110829 2.7.3 CONSULTANT shall specify performance requirements for seismic bracing of cantilevered shelving with shelving vendor to provide engineering submittals. 2.7.4 If so requested by the CITY’s Project Manager or authorized designee, the CONSULTANT shall prepare up to a total of five different specification packages for furniture. Each package will be suitable for a negotiated purchase order by CITY or Library. 2.7.5 The CONSULTANT shall provide up to two alternative design concepts for standard furniture. 2.7.6 The CONSULTANT shall conduct up to four furniture meetings to set direction on furniture, casework and signage. 2.7.7 The CONSULTANT shall lead up to one day-long furniture review with the furniture committee. 2.7.8 The CONSULTANT shall prepare a 90% Specification Documents submittal for CITY and Library review. 2.7.9 The CONSULTANT shall prepare 100% Specification Documents. 2.7.10 The CONSULTANT shall assist the CITY in reviewing bidder questions and provide written addendum as required for each bid package. 2.7.11 The CONSULTANT shall be available for up to two days to advise on furniture and punch list services. 2.8 TASK H2 DOWNTOWN LIBRARY PROJECT RECORD DOCUMENTS AND PROJECT CLOSEOUT 2.8.1 Project Closeout, will begin with the commencement by CONSULTANT of the Punch list as mutually determined by CONSULTANT, CITY and CITY’s Construction Manager, and will end 60 calendar days from that date CONSULTANT shall complete all items over which the CONSULTANT has control indicated in the scope of Project Closeout within the 60 calendar day period. CONSULTANT Closeout Services after 60 days will be provided as an Additional Service on a Time & Materials basis. 2.8.2 The CONSULTANT shall receive from the Contractor and forward to the CITY, for the CITY’s review and records, written warranties and related documents required by the Contract Documents and assembled by the Contractor. 2.8.3 The CONSULTANT’s shall conduct “Punch List” inspection to check conformance of the Work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 34 110829 submitted by the Contractor of Work to be completed or corrected. 2.8.4 The CONSULTANT shall complete and distribute the project punch list in a timely manner from the CITY’s request for inspection in either MSWord or Excel format. 2.8.5 CONSULTANT shall review the work to determine whether the punch list items have been completed and are in conformance with the Construction Documents 2.8.6 CONSULTANT’s shall conduct Final Completion observation with the CITY to check for general conformance of the Work with the requirements of the Contract Documents package and to verify the accuracy and completeness of the list submitted by the Contractor of Work to be completed or corrected. 2.8.7 The CONSULTANT shall incorporate information provided by the Contractor and information gained during site visits throughout the Project construction, and prepare record drawings and specifications based on record field construction documents package. Prior to acceptance of the Project by the CITY. CONSULTANT shall review the contractor’s “as-built” drawings and specifications, and shall return them to contractor for revision if they are not complete, or otherwise known to not represent facts known to the CONSULTANT. Apart from reviewing Contractor’s as-builts documents, CONSULTANT shall prepare and sign the CONSULTANT’s Record Drawings submit both a hard copy on Mylar and an electronic copy on Compact Disc (CD) to the CITY. 3.0 TEMPORARY MITCHELL PARK LIBRARY PROJECT 3.1 GENERAL 3.1.1 The CONSULTANT’s Basic Services for Temporary Library Facilities (“Temporary Library Facilities Project”) consist of one Task: Temporary Library Facilities Project Design. 3.1.2 The CONSULTANT’s Basic Services for the Temporary Library Facilities Project include the services of a, mechanical engineer, electrical engineer/lighting designer, landscape architect, cost estimator and library programmer. 3.2 TASK D3: TEMPORARY MITCHELL PARK LIBRARY FACILITIES PROJECT DESIGN 3.2.1 The CONSULTANT shall develop conceptual design floor plans, with input from the CITY. CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 35 110829 3.2.2 The CONSULTANT shall: 3.2.3 Develop a comprehensive building program for temporary library and community center services in the range of 8,000 to 10,000 total square feet spread between different locations yet to be determined by the CITY, Program size is based on the anticipated use of existing CITY facilities as temporary library and community center facilities during the renovation of the Downtown Library and the construction of the Mitchell Park Library. 3.2.4 Provide dimensions and notes to describe the scale and principal features of the interior of the temporary facilities on the conceptual floor plans. The conceptual floor plans will show the desired location and approximate size of the new or relocated windows and doors. 3.3 TASK E3: TEMPORARY MITCHELL PARK LIBRARY FACILITIES CONSTRUCTION DOCUMENTS 3.3.1 The CONSULTANT shall develop construction documents for the temporary library and technical services with input from the CITY. 3.3.2 The CONSULTANT shall: 3.3.2.1 Recommend finishes for the CITY’s approval. 3.3.2.2 Prepare drawings and other documents describing signage and graphics for the new temporary library 3.3.2.3 Prepare technical specifications for the architectural portions of the Temporary Library Facilities Project. 3.3.2.4 Review CITY-provided schedule of existing furniture indicating which furniture is to be reused for the Project and assist the CITY in the selection and specification of new furniture. Prepare a drawing showing the new furniture locations. 3.3.2.5 The CONSULTANT will provide drawings and other project documents to describe the scope of the project in sufficient detail for the CITY to publicly bid the Temporary Library Facilities Project. 3.3.2.6 Deliverables: Contract Document drawings, building program and other project documents to describe the scope of the project for the CITY coordinate and repurpose existing facilities for temporary library, to move existing CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 36 110829 furniture and purchase new furniture; updated project budget. 3.3.2.7 Meetings included in this phase (may be shared with other phases and/or meetings): two (2) Technical meetings; three (3) PMT meetings. 3.4 TASK F3: TEMPORARY MITCHELL PARK LIBRARY PROJECT BIDDING AND AWARD 3.4.1 CONSULTANT shall prepare a full-sized original set(s), and provide a digital plot bid package for CITY’s use in printing, and shall make available to the CITY an electronic version of the Construction Documents. 3.4.2 CONSULTANT shall provide bid phase services, as requested by the CITY, through award of the Contract for Construction. Service include assistance with responses to bidders' inquiries; preparation of addenda; attendance at one (1) prequalification and (1) pre-bid meeting; and assistance in the CITY’s evaluation of bids. 3.4.3 In preparing estimates of the cost of the work, the CONSULTANT shall be permitted to include contingencies for design, bidding and price escalation; to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents; to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids as may be necessary to adjust the estimated Cost of the Work to meet the CITY's budget for the Cost of the Work. If an increase in the Contract Sum occurring after execution of the Contract between the CITY and the Contractor causes the budget for the Cost of the Work to be exceeded, that budget shall be increased accordingly. 3.4.4 CONSULTANT will include in its estimate a contingency for bid/market conditions based on competitive bidding with a minimum of 3 bidders for all major items of subcontracted work and 3-5 general contractor bids. The CITY recognizes that the CONSULTANT has no control over competitive bidding or market conditions. If CITY anticipates less favorable bidding conditions or wishes to take a more conservative approach, CITY will cooperate with CONSULTANT to increase bid contingency and either reduce project scope or increase the project budget accordingly. 3.4.5 If bidding has not commenced within 90 days after CONSULTANT submits 95%Construction Documents to the CITY, CONSULTANT shall adjust at no additional cost to CITY, the estimate of probable construction cost to reflect changes in the general level of prices in CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 37 110829 the construction industry. Should the adjusted estimate of probable construction cost exceed the CITY approved construction budget at this point, any subsequent changes in the plans or value engineering services necessary to align the adjusted estimate of probable construction cost with the CITY approved construction budget shall be considered Additional Services as noted in EXHIBT C of this Agreement. 3.4.6 Deliverables: one (1) 100% reproducible (hard copy of Construction Document contract file for Bidding), digital plot set, and all project addenda. 3.5 TASK G3: TEMPORARY MITCHELL PARK LIBRARY PROJECT CONSTRUCTION ADMINISTRATION 3.5.1 The Consultant’s responsibility to provide Basic Services for the Construction Phase under this Agreement commences with CITY's award of a general contract for the construction of the Project and terminates 90 calendar days later or on the original date of Substantial Completion of the Work, whichever comes first. 3.5.2 The CONSULTANT shall revise Bid Documents for issuance as Conform Set Contract Documents that incorporate addenda, and clarifications. 3.5.3 The CONSULTANT shall attend the pre-construction conference. 3.5.4 The CONSULTANT may visit the site approximately once every two weeks or at intervals appropriate to the stage of construction or as otherwise agreed by the CITY and CONSULTANT to attend Project meetings and to become generally familiar with the progress and quality of the work completed and to determine, in general, if the work is being performed in a manner indicating that the work when completed will be in accordance with the Contract Documents. However, the CONSULTANT shall not be required to make exhaustive continuous on-site inspections to check the quality or quantity of the work. 3.5.5 On the basis of on-site observations as a CONSULTANT, and through information provided to the CONSULTANT by the CITY’s Project Manager, the CONSULTANT shall keep the CITY informed of the progress and quality of the work. 3.5.6 The CONSULTANT will review Contractor’s submittals, including Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 38 110829 design concept expressed in the Contract Documents. The CONSULTANT’s action shall be taken with such reasonable promptness so as to cause no delay in the work, while allowing sufficient time in the CONSULTANT’s judgment to permit adequate review unless otherwise agreed to. The CONSULTANT will be allowed a maximum of 14 calendar days in most cases except for large submittals per review, exclusive of substitution. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities or for substantiating instructions for installation or performance equipment or systems designed by the Contractor, all of which remain the responsibility of the Contractor to the extent required by the Contract Documents. The CONSULTANT’s review shall not constitute review of safety precautions or, unless otherwise specifically stated by the CONSULTANT, of construction means, methods, techniques, sequences or procedures. The CONSULTANT’s review of specific items shall not indicated approval of an assembly of which the item is a component. When professional certification of performance characteristics of materials, systems or equipment is required by the Contract Documents, the CONSULTANT shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the Contract Documents. 3.5.7 The CONSULTANT will respond to Contractor’s Requests For Information (RFI). Interpretations and decisions of the CONSULTANT shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and initial decisions, the CONSULTANT shall secure faithful performance by both CITY and Contractor, shall not show partiality to either, and shall not be liable for results of interpretations or decisions so rendered in good faith. CONSULTANT will be allowed a maximum of 14 calendar days in most cases except for large RFI per request for responses. 3.5.8 CONSULTANT shall review for compliance, any items submitted by the Contractor for consistency with the contract documents, including but not limited to submittals, O&M Manuals, written guarantees, instruction books, diagrams and charts, etc, within fourteen (14) calendar days of receipt. 3.5.9 Review and recommend approval or rejection of substitutions for conformance with the project design concept and for compliance with Contract Documents. CONSULTANT shall briefly review each substitution at no additional cost to the CITY and provide the CITY’s Project Manager with a fee and time schedule for detailed review of CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 39 110829 each substitution. Time and cost for detailed review of substitutions shall be negotiated with Contractor on a case-by-case basis. Detailed review of each substitution cannot begin until authorized by the CITY’s Project Manager. Detailed review of substitutions is subject to the requirements of Additional Services when approved and authorized by the CITY’s Project Manager prior to beginning the detailed review. 3.5.10 The CONSULTANT will not have control over or charge of and will not be responsible for construction means, methods, techniques, sequences or procedures, or safety precautions and programs in connection with the work, since these are solely the Contractor’s responsibility under the Contract for Construction. The CONSULTANT will not be responsible for the Contractor’s schedules or failure to carry out the work in accordance with the Contract Documents. The CONSULTANT will not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the work. The CONSULTANT will at all times have access to the work wherever it is in preparation or progress. Duties, responsibilities and limitation of authority of the CONSULTANT shall not be restricted, modified or extended without written agreement of the CITY and CONSULTANT. 4 MAIN LIBRARY PROJECT 4.1 GENERAL 4.1.1 CONSULTANT’s Basic Services for the Renovation and Addition to the Main Library (“Main library Project”) consist of three Tasks: Task D4 Design Development; Task E4 Construction Documents; and Task F4 Bidding and Award. 4.1.2 CONSULTANT’s Basic Services include the services of a civil engineer, structural engineer, mechanical engineer, electrical engineer/lighting designer, landscape architect, cost consultant, audio visual/acoustical engineer, energy analysis engineer, commissioning agent, historical architect and library programmer. 4.1.3 The CITY intends that the Main library Project shall be designed to meet the standards for LEED Certified or higher rating by the USGBC. 4.1.3.1 CONSULTANT shall design the Main Library Project to meet the requirements for LEED V2009 certification at the Certified or higher CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 40 110829 level. 4.1.3.2 CONSULTANT shall provide LEED project management services needed for the CITY to obtain LEED certification of the Main Library Project, develop specifications consistent with LEED and the CITY’s policies, and provide the templates, documentation, calculations, and energy modeling studies necessary to obtain LEED certification. 4.1.3.3 CONSULTANT shall include a LEED accredited professional on the design team to support Project Sustainable Building/ Green Building design criteria as required to achieve LEED certification. 4.1.3.4 CONSULTANT shall include in the construction documents appropriate provisions requiring the contractor to meet the requirements for CITY’s submittal to USGBC for LEED Certified or higher level of certification. 4.2 TASK D4: MAIN LIBRARY PROJECT DESIGN DEVELOPMENT 4.2.1 CONSULTANT shall coordinate and manage its subconsultants throughout the Design Development phase and coordinate with the Project Manager or authorized designee, key departments, including but not limited to CITY’s Building, Public Works, and Engineering staff. 4.2.2 CONSULTANT shall prepare, refine and update project design schedule which identifies all major tasks, key milestones, key meetings, submittal dates and review periods for the CITY’s review and comment. CONSULTANT shall provide updated design schedule at the beginning of each project phase. 4.2.3 CONSULTANT shall prepare Design Development documents based on refinement and further development of the approved schematic design, including preliminary furniture layouts, built-in fixtures, and equipment selections. 4.2.4 CONSULTANT shall refine design development plans based on comments received from the CITY’s review of the 100% SD and 50% DD submittal. 4.2.5 CONSULTANT shall prepare estimates of probable construction cost for review by CITY in association with the 50% and the 100% Design Development submittals. 4.2.6 CONSULTANT shall have the Main Library Project’s LEED commissioning agent review the design, back-check review comments, and develop a CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 41 110829 commissioning plan, specifications, and checklists. 4.2.7 CONSULTANT shall meet with the CITY to review the estimate of probable construction cost and to confirm that the design is still within the CITY’s approved construction budget. Should the design not be within the budget, CONSULTANT shall revise the design as directed by the Project Manager or her authorized designee at no additional fee to bring the design within the approved budget. 4.2.8 CONSULTANT shall provide all other normal and customary services related to Design Development that the CONSULTANT, the Project Manager or her authorized designee finds necessary or that will lead toward the timely delivery of other phases of work in this Agreement. 4.2.9 Meetings 4.2.9.1 CONSULTANT shall attend and coordinate up to five (5) PMT meetings, two (2) Technical-Planning meetings, two (2) Technical- Library Meetings, two (2) Technical Building Department meetings, two (2) Artist Coordination meetings, one (1) Technical-Technology meeting, one (1) Technical-Traffic meeting, one (1) Integrated Design Workshop, and other technical meetings as reasonably required for the Main Library Project. 4.2.9.2 CONSULTANT shall attend and coordinate meetings with reviewing agencies as required. 4.2.9.3 CONSULTANT shall attend up to two meetings with the Palo Alto Arts Commission and/or other public art committee for coordination of an arts program. 4.2.10 Deliverables 4.2.10.1 CONSULTANT shall submit document packages at the 50% and 100% completion of Design Development for review by the CITY. Design Development packages shall illustrate and describe the refinement of the design of the Mitchell Park Project, establishing its scope, relationships, forms, size and appearance. 4.2.10.2 Site plans and floor plans for all major disciplines. 4.2.10.3 Preliminary furniture layout plan. 4.2.10.4 Preliminary finish, materials and equipment schedules. 4.2.10.5 Outline specifications shall identify the major materials and CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 42 110829 systems and shall establish their general quality levels. Specifications shall be consistent with the Construction Specifications Institute (CSI) format, the version of which shall be determined by CONSULTANT. 4.2.10.6 Engineering documents shall include single line diagrams describing structural, mechanical, plumbing, and electrical systems. 4.2.10.7 Principal interior and exterior elevations showing preliminary locations of all electrical and mechanical controls, telecommunications, security, as well as life-safety devices for coordination with furniture layout. 4.2.10.8 Estimates of probable construction cost associated with the 50% and 100% Design Development submittals. 4.3 TASK E4: MAIN LIBRARY PROJECT CONSTRUCTION DOCUMENTS 4.3.1 CONSULTANT shall coordinate and manage its subconsultants throughout the Construction Documents phase. 4.3.2 Upon written notice to proceed by the CITY, CONSULTANT shall refine and further develop the approved Design Development package based upon the CITY’s comments and the constructability review comments on the 100% Design Development package. 4.3.3 CONSULTANT shall prepare and submit a 60% Construction Documents package to the CITY. 4.3.4 CONSULTANT shall prepare an estimate of probable construction cost for review by CITY in association with the 60% Construction Documents submittal. 4.3.5 CONSULTANT shall prepare and submit a 95% Construction Documents package, with CITY’s comments from the 60% package incorporated into the documents. 4.3.6 CONSULTANT shall prepare an estimate of probable construction cost for review by CITY in association with the 95% Construction Documents submittal. 4.3.7 CONSULTANT shall prepare a Construction Documents package for Building and Fire department plan check review and permitting. CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 43 110829 4.3.8 CONSULTANT shall prepare the 100% Construction Documents package with final quality control comments from CITY’s Building and Fire department review incorporated. 4.3.9 The CONSULTANT shall prepare a Project Manual that includes the Conditions of the Contract for Construction provided by the CITY, Technical Specifications, and bidding requirements and sample forms furnished by the CITY. 4.3.10 CONSULTANT shall maintain the LEED matrix and design documentation. 4.3.11 LEED Fundamental and Enhanced Commissioning: CONSULTANT shall have the project’s commissioning agent review the design and back-check their review comments, develop a commissioning plan, commissioning specification, and commissioning checklists. 4.3.12 CONSULTANT shall provide, if necessary and as directed by the Project Manager or authorized designee, bid alternates up to a cumulative maximum amount of 1% of the estimate of probable construction cost. 4.3.13 One or more “independent checks” of the plans, specifications and bid documents may be performed by an independent party commissioned by the CITY prior to the 100% Construction Document submittal. CONSULTANT shall incorporate revisions or comments from these reviews, provided by the CITY in a single, compiled, and coordinated document, in the final bid documents, unless CONSULTANT deems them to be inappropriate or in error in which case, CONSULTANT shall communicate concern to the Project Manager or her authorized designee for consideration and further direction. These checks may include architectural peer reviews and/or constructability reviews. These independent checks are to be performed strictly for the benefit of the CITY, and they shall not relieve the CONSULTANT from its obligations under this Agreement. The CITY is not obligated to perform any independent check, and the CONSULTANT shall not rely upon it for any quality or quantitative check or review. 4.3.14 Meetings 4.3.14.1 CONSULTANT shall attend and coordinate eight (8) PMT meetings, two (2) artist coordination meetings, two (2) Technical- Planning meetings, four (4) Technical-Library meetings, three Technical-Building Department meetings, one (1) Technical- Technology meeting, one (1) Technical-Traffic meeting, one (1) Integrated Design Workshop, and other technical meetings as reasonably required for the Main Library Project. CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 44 110829 4.3.14.2 CONSULTANT shall attend two (2) meetings with the Arts Commission and/or Public Art committee for coordination of the arts program in the construction documents. 4.3.14.3 CONSULTANT shall attend up to seven public meetings related to the integration of the Main Library and the Art Center. 4.3.15 Deliverables 4.3.15.1 60%, 95%, and 100% Construction Documents packages setting forth in detail the requirements for construction of the Main Library Park Project, including drawings and specifications that establish in detail the quality levels of required materials and systems. The Construction Documents package shall include drawings and technical specifications from all disciplines, executed to a level of detail appropriate for open public bidding. They shall include plans overlaying voice and data cabling with furniture layout as necessary, elevations reflecting relationships between furnishings and items affecting their placement. Site improvements shall include all details necessary to coordinate and properly locate utilities, driveways, roadways, at-grade parking, curbs and gutters, landscape, irrigation and hardscape design. The Construction Documents shall conform to the applicable California Building Code, Title 24, ADA, and all other applicable local, State and Federal codes, regulations, permit requirements, and conditions necessary for issuance of a building permit. 4.3.15.2 Project Manual 4.3.15.3 Detailed technical specifications that are coordinated with the plans and all the design disciplines. 4.3.15.4 Estimates of probable construction cost associated with the 60% and 95% Construction Documents submittals. 4.3.15.5 The CONSULTANT shall submit one set of reproducible documents and one set of electronic digital documents at 60%, 95% and 100% completion of Construction Documents. CONSULTANT shall provide a full-sized original set, wet-stamped and signed, as required by the CITY, by all the appropriate licensed design disciplines. CONSULTANT shall also provide digital plot files directly to CITY’s printing company for printing bid sets. CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 45 110829 4.4 TASK F4 MAIN LIBRARY PROJECT BIDDING AND AWARD 4.4.1 CONSULTANT shall assist CITY during bid solicitation process. 4.4.2 CONSULTANT shall prepare a full-sized original set(s), and provide a digital plot bid package for CITY’s use in printing, and shall make available to the CITY an electronic version of the Construction Documents. 4.4.3 CONSULTANT shall provide bid phase services, as requested by the CITY, through award of the Contract for Construction. Service include assistance with responses to bidders' inquiries; preparation of addenda; attendance at one (1) prequalification and (1) pre-bid meeting; and assistance in the CITY’s evaluation of bids. 4.4.4 In preparing estimates of the cost of the work, the CONSULTANT shall be permitted to include contingencies for design, bidding and price escalation; to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents; to make reasonable adjustments in the scope of the Project and to include in the Contract Documents alternate bids as may be necessary to adjust the estimated Cost of the Work to meet the CITY's budget for the Cost of the Work. If an increase in the Contract Sum occurring after execution of the Contract between the CITY and the Contractor causes the budget for the Cost of the Work to be exceeded, that budget shall be increased accordingly. 4.4.5 CONSULTANT will include in its estimate a contingency for bid/market conditions based on competitive bidding with a minimum of 3 bidders for all major items of subcontracted work and 3-5 general contractor bids. The CITY recognizes that the CONSULTANT has no control over competitive bidding or market conditions. If CITY anticipates less favorable bidding conditions or wishes to take a more conservative approach, CITY will cooperate with CONSULTANT to increase bid contingency and either reduce project scope or increase the project budget accordingly. 4.4.6 If bidding has not commenced within 90 days after CONSULTANT submits 95%Construction Documents to the CITY, CONSULTANT shall adjust at no additional cost to CITY, the estimate of probable construction cost to reflect changes in the general level of prices in the construction industry. Should the adjusted estimate of probable construction cost exceed the CITY approved construction budget at this point, any subsequent changes in the plans or value engineering services necessary to align the adjusted estimate of probable construction cost with the CITY approved construction budget shall be considered Additional Services as noted in EXHIBT C of this Agreement. CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 46 110829 4.4.7 Deliverables: one reproducible (hard copy for Construction Document contract file) and digital plot set of Construction Documents “Conform” package revised with all addenda, CITY reviews and plan check comments, including Fire Department, incorporated and ready for Award, and Construction. 5 TEMPORARY MAIN LIBRARY PROJECT 5.1 GENERAL 5.1.1 CONSULTANT’s Basic Services for Temporary Main Library (“Temporary Main Library Project”) consist of three tasks: Task A5 Temporary Main Library Site Analysis Phase, Task C5 Temporary Main Library Design Phase, and Task E5 Temporary Main Library Construction Documents Phase. 5.1.2 CONSULTANT’s Basic Services for the Temporary Main Library Project include the services of a mechanical engineer, electrical engineer/lighting designer, cost estimator and library programmer. 5.2 TASK A5: TEMPORARY MAIN LIBRARY SITE ANALYSIS PHASE 5.2.1 CONSULTANT shall review and analyze potential sites and existing buildings for the appropriateness of being a Temporary Main Library. The potential sites and buildings shall be identified by the CITY and provided to the CONSULTANT. 5.2.2 CONSULTANT shall review the potential sites and buildings for the following criteria; site capacity, community access, code compliance, building capacity, and availability. 5.2.3 The CONSULTANT shall develop up to two preliminary building programs for the Temporary Main Library to be used in conjunction with the site analysis the programs shall range in size from 10,000 square feet to 15,000 square feet. 5.2.4 CONSULTANT shall develop preliminary project budgets for up to three sites. 5.2.5 CITY and the CONSULTANT shall review the potential sites and analyze them based on the established criteria; a preferred option will be selected. 5.3 TASK C5: TEMPORARY MAIN LIBRARY PRELIMINARY DESIGN PHASE 5.3.1 CONSULTANT shall develop Preliminary Design Documents for the CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 47 110829 preferred site option for the Temporary Main Library. 5.3.2 CONSULTANT shall coordinate and manage its subconsultants throughout the Preliminary Design phase and coordinate with the Project Manager or authorized designee, key departments, including but not limited to CITY’s Planning, Building, Public Works, and Engineering staff. 5.3.3 CONSULTANT shall prepare, refine and update project design schedule which identifies all major tasks, key milestones, key meetings, submittal dates and review periods for the CITY’s review and comment. 5.3.4 CONSULTANT shall prepare Preliminary Design documents based on refinement and further development of the site option including site plans, building plans, furniture and shelving layouts, and electrical, lighting and mechanical plans. 5.3.5 CONSULTANT shall refine design plans based on comments received from the CITY’s review of the Preliminary Design Documents. 5.3.6 CONSULTANT shall prepare estimates of probable construction cost for review by CITY in association with Preliminary Design submittals. 5.3.7 CONSULTANT shall meet with the CITY to review the estimate of probable construction cost. 5.3.8 Based on the approved Preliminary Design Documents the CONSULTANT shall finalize the building program for the Temporary Main Library Project in the range of 10,000 to 15,000 total square feet. 5.3.8.1 Provide dimensions and notes to describe the scale and principal features of the interior of the temporary facilities on the floor plans. The floor plans will show the desired location and approximate size of the new or relocated windows and doors. 5.4 TASK E5: TEMPORARY MAIN LIBRARY CONSTRUCTION DOCUMENTS, BIDDING AND AWARDPHASES 5.4.1 CONSULTANT shall provide the required documentation, drawings and specifications for Construction Documents through the end of the Bid Phase. 5.4.2 CONSULTANT is adding the following sub-consultant who will oversee and execute the majority of work of this section of the Scope of Work: 5.4.2.1 Mark Cavagnero Associates (MCA), Architecture. MCA will contract directly with the following sub-sub-consultants: 5.4.2.1.1 Gayner Engineers, Mechanical, Electrical and Plumbing Engineering. CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 48 110829 5.4.2.1.2 Siverman & Light, Lighting Design & Energy Documentation. 5.4.2.1.3 Stansen Specifications, Technical Specifications. 5.4.3 CONSULTANT will assist with coordination through consultation with the Library in the selection and placement of furniture and equipment. 5.4.4 Based on the Preliminary Design Documents, , CONSULTANT shall complete the documentation of Architectural interior finishes, including all floor, wall and ceiling finishes, including trim, to a minimum level appropriate to a temporary library facility to be in use approximately 2-years. 5.4.5 CONSULTANT shall provide documentation for power circuits and outlets, data cabling, connections and jacks, and lighting to provide functionality to the conceptual design 5.4.6 CONSULTANT shall provide documents to Library representative(s) to keep them informed, but CONSULTANT shall consult with and coordinate finishes, power, data and lighting with the Palo Alto Arts Center staff. 5.4.7 CONSULTANT shall coordinate elements that are being incorporated into the facility for the temporary library keeping in mind the long term need and use of the facility by the Art Center on a permanent basis. 5.4.8 CONSULTANT shall plan and detail all Library specific improvements that will need to be removed at the end of the temporary use of the space as a library in a manner such that selective demolition, removal and patching can reasonably be accomplished to allow the space to be returned to use by the Art Center. 5.4.9 All work shall be done to meet current requirements of the Americans with Disabilities Act (ADA) as it applies to the use of the facility as a temporary library. 5.4.10 Meetings included in this phase (may be shared with other phases and/or meetings): two (2) Technical meetings; three (3) PMT meetings. 5.4.11 CONSULTANT shall prepare full-sized original drawings of the Temporary Main Library spaces to be incorporated into the Art Center Renovation Project Construction Documents, and provide as a part of the Art Center Renovation Project Construction Documents a digital plot bid package for CITY’s use in printing, and shall make available to the CITY an electronic version of the Construction Documents. 5.4.12 CONSULTANT shall provide bid phase services for the Temporary Main Library as part of the Art Center Renovation Project, as requested by the CITY, through award of the Contract for Construction. Service include CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 49 110829 assistance with responses to bidders' inquiries; preparation of addenda; attendance at one (1) prequalification and (1) pre-bid meeting; and assistance in the CITY’s evaluation of bids. 5.4.13 Deliverables: one (1) 100% reproducible (hard copy of Temporary Main Library Construction Document contract file as a portion of the Art Center Renovation Project Construction Document contract file for Bidding), digital plot set, and all project addenda. 6 PARTICIPATION 6.1 CONSULTANT shall at the CITY’s direction make presentation(s) to the CITY’s Commissions or Boards. 6.2 CONSULTANT shall at the CITY’s direction make presentations to the CITY Council. 6.3 CONSULTANT shall at the CITY’s direction conduct public meeting(s). III. SUPPLEMENTAL AND OPTIONAL ADDITIONAL SERVICES 1.0 SUPPLEMENTAL SERVICES The following services are not part of the CONSULTANT’s Basic Services and shall be performed by the CONSULTANT as Supplemental Services as directed by the CITY. 1.1 LEED design or documentation for credits other than those identified in the LEED matrix included in the May 2008 Mitchell Park Library/Community Center Schematic Design Report. 1.2 Construction Administration services and Project Closeout Services for the Main Library Project. 1.3 FF&E and Signage services for the Main Library Project. 1.4 Construction Administration Services for the Temporary Main Library Project. 2.0 OPTIONAL ADDITIONAL SERVICES The following services are not part of the CONSULTANT’s Basic Services and shall be performed by the CONSULTANT as Additional Services only if and when authorized by the CITY in writing: 2.1 Additional meetings or presentations. CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 50 110829 2.2 Developing and preparation of information kiosks. 2.3 Developing a project flyers and public information posters. 2.4 Providing an architectural scaled presentation model. 2.5 Analyses of other sites or buildings. 2.6 Other participation services not described in Basic Services or Supplemental Services above. 2.7 Other services not specifically identified under Basic Services or Supplemental Services above. 2.8 Making changes in the design or documentation that is contrary to prior direction provided by the CITY. 2.9 Preparing bid alternates other than described in CONSULTANT’s Basic Services. 2.10 Preparing CITY-initiated change orders during construction. 2.11 Providing more than two reviews of each submittal. 2.12 Detailed review of substitution request. 2.13 Work required to correct non-conforming work of contractor. 2.14 Increasing Professional Liability Insurance from the CONSULTANT’s standard two million ($2,000,000) coverage. CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 51 110829 EXHIBIT “B” SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of 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. Milestones Completion No. of Weeks From NTP MITCHELL PARK LIBRARY/ COMMUNITY CENTER Task D1: Design Development Week 24 Task E1: Construction Documents Week 50 (26 weeks from receipt of authorization to proceed from Design Development Task) Task F1: Bidding & Award Week 63 (13 weeks from receipt of authorization to proceed from Construction Documents Task) Task G1: Construction Administration 104 weeks starting from General Contractors Authorization to Proceed Task H1: Project Closeout & Record Documents 90 days starting from General Contractors receipt of substantial completion. RENOVATED DOWNTOWN LIBRARY Task D2: Design Development Week 22 Task E2: Construction Documents Week 44 (22 weeks from receipt of CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 52 110829 authorization to proceed from Design Development Task) Task F2: Bidding & Award Week 53 (9 weeks from receipt of authorization to proceed from Construction Documents Task) Task G2: Construction Administration 52 Weeks starting from General Contractors authorization to proceed. Task H2: Project Closeout and Record Documents 60 days starting from General Contractors receipt of substantial completion TEMPORARY MITCHELL PARK LIBRARY BUILDING Task D3: Schematic Design & Design Week 13 from NTP Task E3: Plan Check Submittal August 17, 2009 100% Permit Set September 14, 2009Task F3: Bidding & Award 45 Days (from NTP for the additional scope added with Amendment #1) Task G3: Construction Administration 90 Days (from NTP for the additional scope added with Amendment #1) MAIN LIBRARY PROJECT Task D4: Design Development Week 32 from NTP for Amendment 3 Task E4: Construction Documents Week 64 (32 weeks from receipt of authorization to proceed from Design Development Task) Task E4.1 Library and Art Center Concurrent with Construction Site Integration Documents (Design and Construction Documents) Task E4.1: Plan Check City dependent based upon plan check review process. CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 53 110829 Task F4: Bidding & Award City Dependent, planned for Summer 2012. TEMPORARY MAIN LIBRARY BUILDING Task A5: Site Analysis Week 6 from NTP for Amendment 3 Task C5: Preliminary Design Documents Week 12 from NTP for Amendment 3 Task E5: Construction Documents, Completed by July, 2011 Bidding & Award Spring 2012 CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 54 110829 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be paid to the CONSULTANT on a lump sum basis for Mitchell Park Library Task D1, E1, F1, and Renovated Downtown Library Task D2, E2, F2, G2, and H2. Compensation for Temporary Library Task D3, E3, F3, and G3 shall be calculated based on the hourly rate schedules attached as Exhibit C-1 up to the Not to Exceed amount set forth below. Compensation for Participation Task D4 shall be on a per meeting basis as indentified in attached Exhibit C-1 up to the Not to Exceed amount set forth below. The compensation to be paid to CONSULTANT under this Agreement for all services described in Exhibit “A”, (“Basic Services”) and reimbursable expenses shall not exceed $7,006,189. CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. In the event CITY authorizes any Additional Services, the maximum compensation shall not exceed $7,901,751. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. 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, does not exceed $7,006,189 and the total compensation for Additional Services does not exceed $1,045,562. CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 55 110829 BUDGET SCHEDULE NOT TO EXCEED AMOUNT BASIS MITCHELL PARK LIBRARY/COMMUNITY CENTER Task D1 $845,456 Lump Sum (Design Development) Task E1 $1,882,656 Lump Sum (Construction Documents) Task F1 $150,437 Lump Sum (Bidding & Award) Task G1 (Construction Administration, FFE & Signage $1,156,517 Lump Sum Task H1 (Project Closeout & Record Documents $143.339 Lump Sum Subtotal $4,178,405 RENOVATED DOWNTOWN LIBRARY Task D2 $88,383 Lump Sum (Design Development) Task E2 $227,882 Lump Sum (Construction Documents) Task F2 $14,941 Lump Sum (Bidding & Award) Task G2 $146,100 Lump Sum (Construction Administration) Task G2.1 $81,796 Lump Sum (LEED Design & Documentation) Task G2.2 $20,000 Lump Sum (Furniture) CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 56 110829 Task H2 $25,500 Lump Sum (Project Closeout and Record Documents) Subtotal $604,602 TEMPORARY MITCHELL PARK LIBRARY Task D3 (Schematic Design & Design Build Bid Package) $12,688 Time & Materials to a maximum Task E3 (Construction Documents) $95,916 Lump Sum Task F3 (Bidding & Award) $9,440 Lump Sum Task G3 (Construction Administration) $24,415 Lump Sum Subtotal $142, 459 MAIN LIBRARY PROJECT Task D4 (Design Development) $488,307 Lump Sum Task E4 (Construction Documents) $892,814 Lump Sum Task E4.1 Library and Art Center Site Integration (Design and Construction Documents) $41,948 Lump Sum Task F4 (Bidding & Award) $90,749 Lump Sum Subtotal $1,513,818 TEMPORARY MAIN LIBRARY Task A5 & C5 (Site Analysis & Prelim Design Documents) $39,725 T&M to a maximum Task E5 (Construction Documents, Bidding & Award) $22,410 Lump Sum Subtotal $62,135 ART CENTER RENOVATION Task E4.2 Library and Art Center Site Integration (Design and Construction Documents) $41,948 Lump Sum Subtotal $41,948 CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 57 110829 PARTICIPATION Task D6 Mitchell Park Library Main Library Art Center $75,000 82,000 7,000 Lump Sum Allowance Subtotal $164,000 Subtotal Basic Services $6,707,367 Reimbursable Expenses Allowance: Mitchell Park Library $160,000 Downtown Library $ 56,000 Temporary MP Library $ 13,500 Main Library $ 50,000 Temporary Main Library $ 19,322 Subtotal Reimbursable Expenses $ 298,822 Total Basic Services and Reimbursable expenses $7,006,189 Additional Services (Not to Exceed) Mitchell Park Library: $654,510 Downtown Library $56,000 Temporary MP Library $15,600 Main Library: $157,082 Temporary Main Library: $8,145 Art Center $4,895 Subtotal Additional Services $ 896,232 Amendment 4 Maximum Total Compensation $7,681,751 Added in Amendment 5 (MPLCC Add Services only) $220,670 Amendment 5 Maximum Total Compensation: $7,902,421 CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 58 110829 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 not to exceed the total amount shown above. Expenses for which CONSULTANT shall be reimbursed are: Outside service printing/copying of drawings and documents of any size. In-house printing of CAD check sets and presentation drawings larger than 11”x 17”: $2.00 per square foot. In-house black & white photocopying for draft and final reports and specifications: $.20 per page. In-house color and grayscale printing and photocopying up to 11”x 17” for in-house, consultant or client use: $1.25 per page. Software purchase and licensure on behalf of the client. Postage, delivery and messenger service. Photographic and digital imaging. Architectural renderings and scale models. Travel expenses Subconsultant costs over and above those included in Basic Services. Presentation boards. Facilitation tools. Workshop accessories. Workshop facilitation materials All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $1,000.00 shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expense, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s project manager CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 59 110829 and CONSULTANT prior to commencement of the services. . Payment for additional services is subject to all requirements and restrictions in this Agreement Work required because the following conditions are not satisfied or are exceeded shall be considered as additional services. 1. If any of the following circumstances affect the CONSULTANT’s services for the Project, the CONSULTANT may be entitled to an appropriate adjustment in the CONSULTANT’s schedule and compensation: a. Change in the instructions or approvals given by the CITY that necessitate revisions in design drawings and which are not caused by CONSULTANT’s negligence; b. Enactment or revision of codes, laws, or regulations or official interpretations which necessitate significant changes to previously prepared drawings; c. Material delay caused by the CITY beyond CONSULTANT’s reasonable control; d. Significant change in the Project including, but not limited to, size, complexity, the Owner’s schedule or budget, or procurement method; e. Preparation for and attendance at a dispute resolution proceeding or a legal proceeding except where the CONSULTANT is a party thereto; f. Substantial change in the information contained in Exhibit A. Additional services may also include, meetings exceeding those outlined in Exhibit A as Basic Services. CONSULTANT Hourly Rates and Meeting Rates for Additional Services CONSULTANT’s hourly and meeting rate schedule shall be: Group 4 Architecture Research + Planning, Inc. Position Hourly Rate Principal $165 Associate $145 Project Manager $135 Professional I $125 Professional II $115 Professional III $105 Technical I $110 Technical II $100 Technical III $90 Technical IV $80 Project Support $70 CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Focus Group $1,500 Meeting Type (Architect Only) Per Meeting Steering Committee Meetings $2,500 Boards & Commission Meetings $2,500 Community Meetings $4,000 City Council Meetings $2,500 Meeting Type (Architect + Per Meeting Steering Committee Meetings $3,000 Boards & Commission Meetings $3,000 Focus Group $2,000 Community Meetings $5,000 City Council Meetings $3,000 Page + Moris (Library Programmer) Position Hourly Rate Principal $200 Programming Assistant $75 Project Manager 135 AutoCAD Drafting $45 Project Assistant $35 BKF Engineering (Civil) Position Hourly Rate Engineering: Associate Project Manager Engineer IV Engineer I, II, III $162 $153-$158 $142 $101-$116- $132 Planning: Planner I, II, III $101-$116- $132 Surveying: Project Manager $153 Professional Services Revised 10/18/07 60 110829 CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 61 110829 Surveyor I, II, III, IV Survey Party Chief Survey Chainman Apprentice I, II, III, IV $101-116- 132-142 $127 $100 $53-73-83-93 Design & Drafting: Technician I, II, III Drafter I, II, III, IV Student Engineer/Surveyor $96-104-113 $75-83-91- 100 $53 Construction Administration: Senior Construction Administration Resident Engineer Field Engineer I, II, III $150 $110 $101-116-132 Services & Expenses: Project Assistant Clerical/Admin Assistant $65 $56 Rutherford & Chekene (Structural) Position Hourly Rate* Executive Principal $215 Principals $180-$190 Senior Engineers $140-$180 Engineers $115-$140 Designers $90-$115 CADD Specialists $85-$135 *rates subject to change on 7/1/09 Guttmann & Blaevoet (Mechanical) Position Hourly Rate Principal $210 Associate Principal $200 Associate $175 Senior Engineer $160 Engineer $130 CAD Manager $120 Designer $115 Drafter $105 Administrative $63 O’Mahony & Myer (Electrical + Lighting) Position Hourly Rate Founding Principal $225 Principals $190 Project Electrical Engineer $125 Project Lighting Designer $125 Electrical/Lighting Designer $110 CAD Supervisor $95 CITY OF PALO ALTO CONTRACT NO. C09130744 – AMENDMENT FIVE Professional Services Revised 10/18/07 62 110829 CAD Technician $85 Administrative $65 Davis Langdon (Cost Estimator) Position Hourly Rate Principals $250-$300 Associate Principals $200 Senior Associates $175 Associates $155 Cost Planners $85-$145 Clerical $65 Gates + Associates (Landscape) Position Hourly Rate President $165 Principal $110-$140 Senior Associates $95-$115 Irrigation Designer $100 Associates $80-$95 Draftspersons/Landscape Designer $65-$80 Clerical Staff $60-$70 Smith Fause McDonald (Technology/Acoustic) Position Hourly Rate Principals $165 Associates/Senior Engineers $135 Project Consultants/Engineers $120 Consultants/Engineers $95 Technicians/Drafting $75 Administrative $60 The above listed rates are adjusted annually. The next adjustment will be 1 January 2012 S:/pwd/eng/kb projects/cips/library/meetings/bond Attachment C Meeting minutes Library Bond Oversight Committee meeting Quarterly Meeting July 26, 2011 7th floor conference room, City Hall 4:00 p.m. –5:30 p.m. Committee Members:Dena Mossar (Chair), James Schmidt (Vice-Chair)not present, Alice Smith,Sandra Hirsh, John Melton Staff: (Public Works) Phil Bobel, Karen Bengard, Debra Jacobs, (Library) Monique leConge; (Administrative Services) Joe Saccio, Tarun Narayan, (Auditor)Michael Hammond Others: (Turner Construction Management) Greg Smith 3:58 p.m. ROLL CALL ORAL COMMUNICATIONS APPROVAL OF MINUTES –April 26, 2011 – Motion made by Smith, second by Melton, to approve minutes as is. Vote is unanimous without Schmidt who came in after the vote and had no objection to minutes. AGENDA REVIEW &REVISIONS –None UNFINISHED BUSINESS 1.DISCUSSION –Construction Progress (Greg Smith) a.Pictures of the projects’ construction progress were circulated. b.Downtown Library i.The project is now open and has been well received. c.Mitchell Park Library & Community Center i.Progress being made,mostly interior work now. Construction expenditures were $2.3 M in June. ii.Starting next week,tube steel and exterior walls start. iii.Lots of people are working on the project. This increase in personnel could increase costs in order to make this happen on time. iv.Considerable effort is being put into getting the building dried-in before the rainy season. v.More contingency and additional services will be necessary. Staff will be going to Council in September to ask for more contingency and additional services. vi.Projected costs include contingencies and additional services even if contingencies haven’t been included in contracts. vii.CIP won’t be increasing;just the contracted amounts will be S:/pwd/eng/kb projects/cips/library/meetings/bond increasing. d.When is the next decision point for Main Library bonds? i.Dependent on construction timing. ii.Also dependent on bond issuance relative to tax rolls. iii.At the January 2012 meeting, the committee will need to review this critical issue. iv.Bids should be in before issuing bonds, but that is not necessary. Timing it well will avoid issuing costs and capitalized interest. Better to issue more than to issue too little. NEW BUSINESS 2.DISCUSSION –Draft Financial Report Summary from Administrative Services a.Move to approve report as updated –Melton,Smith, unanimous. Since the report was amended during the meeting, there will be a need to re- circulate the report for approval. b.Staff report on changes to the scope for the Main Library was best written staff report ever. c.Controversy is looming on Main/Art connectivity which may include drive way between their parking lots. Council has approved studying this. Bond funded vs. non-bond funded will need to be discussed by LBOC. Opinion on dividing line/logical split would be constructive. Some will advocate using bond funds only. Deferred maintenance was part of what Council approved. d.A Gardeners’Task Force is being formed. e.The reasons for the contingency at Mitchell Park were detailed to the LBOC by the staff. 3.ACTION –Approval of Quarterly Report to Finance Committee. a.Since the Draft Financial Report Summary from Administrative Services was not ready in advance of the meeting, the Committee Chair will need to draft the letter and distribute it to the committee members for their approval. 4.Next Steps: a.Next meeting: October 25, 2011 i.Next report submitted will be Director of ASD for annual report. (This will require 2 cover letters with LBOC on top). ii.Officer election will need to be held in October. iii.Committee would like to meet in Downtown Library for the next meeting. iv.Outside Auditors report will be taken up in January. b.Adjournment 4:33pm Attachment D Library Bond Stakeholders Committee Meeting Minutes August 11,2011 ·Bruce Beasley – anyone want to visit his studio? Let Elise know asap! Recap of Downtown Library reopening ·Opening day was a great success, many favorable comments were received about the building and programs ·Thanks everyone for their comments and suggestions regarding the reopening of the branch. They will prove very useful when we begin planning the reopening of Mitchell Park. ·Downtown is much busier, and attracting customers from all walks of life. ·Programs will start in August with an author program and will ramp up in September. Construction & Design Update ·Main Temporary Notice to Proceed received today. No further design has been done. Council has approved studying the Main Library/Art Center integration concept. ·Mitchell Park wall infrastructure is going up. Dan Noce is tracking the contracts, currently focusing on RFID/AMH, and making great progress. ·Mitchell Park art: Work that needs to be done for art installation is being coordinated with construction. Beasley is scheduled for installation in Nov., bollards in Dec., entry piece and teen mural in spring ·Café contract has not yet been awarded. ·MP signage package is not out yet, hopefully will be soon. It includes exterior and interior wayfinding, donor signage, welcome totems displaying LEED information, digital displays. Parking lot signs will be standard (as opposed to custom). ·MP furniture selection and quick and easy. Casework design is yet to be done. Public Art Update ·Percentage for Main Library and Art Center will be combined. ·101 artists responded to the RFQ. 5 finalists have been selected by a subcommittee. ·Bollards –received images from the artist; they look great and are very cute. Elise will forward them. Artist is sending the hardware for installation. Visually, they’ll work very well with the entry piece. ·Mural –Mark Verlander will meet with a teen group this fall to decide on images. ·Beasley –anyone want to visit his studio? Let Elise know asap! Roundtable ·Library Foundation (Susie) –they’ve raised $3.5 of $4 million goal. They’re focusing on Visionary Gifts ($100K or more). Most gifts are between $5,000-$25,000. Mass mailing was a success; they’re still receiving about 6 envelopes a week. November newsletter will include an envelope. They’re doing outreach to the business community. Last week’s event at Downtown Library was small but good. ·Debra –let her know about all meetings and requests for tours so she can coordinate them. School tours are being planned. Community meetings are coming again this fall. So far, we’ve held 96 project meetings! ·Rose (Main Library) –staff are already starting to clean things out in preparation for the move to the temporary facility next fall. ·Greg Betts (CSD) –Letter of intent was approved July 17 for the Magical Bridge playground for Mitchell Park. Playground will be designed with special needs kids in mind. There will be no impact on parking for the MPL&CC since it will be located across the creek. A landscape architect will be hired to work with Magical Bridge to start planning. Outreach has started. Friends are fundraising $1.6 million for the playhouse, replacement of the bridge, and a performance stage ·Sunny –Revised rules and regulations are under development ·Debra –MPL&CC will have 90+ bike spaces and lockers, twice what’s required. A small group (6) of gardeners will be meeting with Group 4 to discuss the parking lot connectivity concept. No meeting has been set yet. ·Monique (Library) –On Downtown Opening Day, she and the mayor did a video walkthrough at Mitchell Park. Video turned out great and will be shared on Library’s newsletter, Hot Off the Shelf. ·Adam (CSD) –Adam’s working the RuthAnn Garcia (Library) on the shared staff room furnishings. Coming up Sept. 12 –Council will be asked to approve increased contingency for MP. NEXT MEETING: Thursday, September 8 OR October 13? To be determined by August 25.