Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
2014-08-18 City Council Agenda Packet
CITY OF PALO ALTO CITY COUNCIL Regular Meeting Council Chambers August 18, 2014 6:00 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 August 18, 2014 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. PUBLIC COMMENT Members of the public may speak to agendized items; up to three minutes per speaker, to be determined by the presiding officer. If you wish to address the Council 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, but it is very helpful. TIME ESTIMATES Time estimates are provided as part of the Council's effort to manage its time at Council meetings. Listed times are estimates only and are subject to change at any time, including while the meeting is in progress. The Council reserves the right to use more or less time on any item, to change the order of items and/or to continue items to another meeting. Particular items may be heard before or after the time estimated on the agenda. This may occur in order to best manage the time at a meeting or to adapt to the participation of the public. To ensure participation in a particular item, we suggest arriving at the beginning of the meeting and remaining until the item is called. 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 up to three minutes for concluding remarks after other members of the public have spoken. Call to Order Study Session 6:00-7:00 PM 1. Potential Topics for Discussion During the City Council Study Session with Supervisor Joe Simitian Agenda Changes, Additions and Deletions City Manager Comments 7:00-7:10 PM Oral Communications 7:10-7:25 PM Members of the public may speak to any item NOT on the agenda. Council reserves the right to limit the duration of Oral Communications period to 30 minutes. 2 August 18, 2014 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. Consent Calendar 7:25-7:30 PM Items will be voted on in one motion unless removed from the calendar by three Council Members. 2. Approval of a Purchase Order with Peterson Cat in a Not to Exceed Amount of $395,915 for the Purchase of Three Caterpillar Backhoes (Scheduled Vehicle and Equipment Replacement Capital Improvement Program VR-14000 and VR-15000) 3. Approval and Authorization for the City Manager to Execute 5 Utilities Public Benefits Program Contract Amendments Extending Each Contract Term through June 30, 2015: (1) Amendment No. 3 to Ecology Action Contract C11140925 Increasing Compensation by $400,000; (2) Amendment No. 2 to Synergy Companies Contract C11138611A Increasing Compensation by $150,000; (3) Amendment No. 2 to Synergy Companies Contract C11138611B Increasing Compensation by $166,000; (4) Amendment No. 3 to Enovity Inc. Contract C09130404A with No Increase in Compensation; and (5) Amendment No. 2 to Energy Resource Solutions Contract C11141001 with No Increase in Compensation 4. Approval of Agreement with Peninsula Corridor Joint Powers Board for Rail Shuttle Bus Service Administration to Provide Community Shuttle Service on the Existing Embarcadero Shuttle Route from July 2014 till June 2015 5. Approval and Authorization for the City Manager to Execute a Master Country Agreement with Equinix LLC and Delegating the Authority to the City Manager to Execute Individual Service Orders Under That Master Agreement for a Term Not-to-Exceed Five Years and a Total Not-to-Exceed Amount of $500,000 6. Adoption of a Budget Amendment Ordinance in the Amount of $233,030 for Development of Sustainability and Climate Action Plan (S/CAP) 7. Adoption of a Resolution Authorizing the Acceptance of the Allocation of Funds and the Execution of a Grant Agreement with the Federal Aviation Administration (FAA) in the Amount of $500,027 or Other Amount Specified in the FAA Grant Letter for an Airport Improvement Program Matching Grant for the Palo Alto Airport Runway and Taxiways Rehabilitation Improvement Project 3 August 18, 2014 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. Action Items Include: Reports of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Reports of Officials, Unfinished Business and Council Matters. 7:30-8:30 PM 8. Adoption of an Ordinance Dedicating 7.7 Acres Of Land Deeded To The City By Russell Lee To Become A Part Of Foothills Park And Approve Letter Of Appreciation To The Lee Family 8:30-9:30 PM 9. Status Report on Parking Garage Technologies That Can be Used to Manage Parking Supplies and Council Direction Regarding Implementation of Parking Guidance Systems 9:30-9:45 PM 10. Authorize the City's Delegate to the League of Cities to Support the Proposed Resolution Urging a Statewide Summit to Address Safety and Environmental Impacts of Illegal Marijuana Cultivation Inter-Governmental Legislative Affairs Council Member Questions, Comments and Announcements 9:45-10:00 PM Members of the public may not speak to the item(s) Closed Session 10:00-11:30 PM Public Comments: Members of the public may speak to the Closed Session item(s); three minutes per speaker. 11. CONFERENCE WITH CITY ATTORNEY/LEGAL COUNSEL Potential Litigation (as petitioner) One Matter Subject: Federal Regulatory Water and Power Cost Allocation Authority: Government Code Section 54956.9 12. CONFERENCE WITH CITY ATTORNEY/LEGAL COUNSEL Existing Litigation Subject: International Association of Fire Fighters, Local 1319, AFL- CIO v. City of Palo Alto, California Public Employee Relations Board, Case No. SF-CE-869-M Authority: Government Code Section 54956.9 13. CONFERENCE WITH CITY ATTORNEY/LEGAL COUNSEL Potential Litigation (as respondent) One Matter Subject: College Terrace Centre Planned Community Zone Authority: Government Code Section 54956.9 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. 4 August 18, 2014 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 Standing Committee Meetings Finance Committee Meeting August 19, 2014 Special Special City Council Meeting August 20, 2014 City-School Committee Meeting August 21, 2014 Schedule of Meetings Schedule of Meetings Tentative Agenda Tentative Agenda Informational Report Significant Gifts to the City, FY 2014 Public Letters to Council Set 1 Set 2 CITY OF PALO ALTO OFFICE OF THE CITY CLERK August 18, 2014 The Honorable City Council Palo Alto, California Potential Topics for Discussion During the City Council Study Session with Supervisor Joe Simitian 1. Social Services Issues in Palo Alto (Mayor Shepherd, Vice Mayor Kniss, Council Member Schmid) 2. County efforts to help and support development of affordable housing (Council Member Price) 3. Proposed 2016 Transportation Measure and work with Silicon Valley Leadership Group(SVLG) (Council Member Price) 4. State budget and impact on County Resources (Council Member Price) 5. Need to facilitate sub-regional jobs and housing growth discussion among Santa Clara County peninsula cities (Council Member Burt) 6. Discussion on how Santa Clara County Peninsula Cities and County might engage in a process to inform VTA and SVLG of future Caltrain related capital needs (Council Member Burt) 7. Magical Bridge Construction progress (Greg Betts) Department Head: Donna Grider, City Clerk Page 2 City of Palo Alto (ID # 4981) City Council Staff Report Report Type: Consent Calendar Meeting Date: 8/18/2014 City of Palo Alto Page 1 Summary Title: Purchase of three Caterpillar backhoes Title: Approval of a Purchase Order with Peterson Cat in a Not to Exceed Amount of $395,915 for the Purchase of Three Caterpillar Backhoes (Scheduled Vehicle and Equipment Replacement Capital Improvement Program VR-14000 and VR-15000) From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council approve, and authorize the City Manager to execute, a purchase order with Peterson Cat in the amount of $395,915 for the purchase of three Caterpillar backhoes. Background Audit of Vehicle Utilization and Replacement This purchase is being conducted with full consideration for the Audit of Vehicle Utilization and Replacement. The vehicles being replaced through this purchase order have, on average, greatly exceeded the minimum mileage accumulation of 2,500 miles or 50 usage hours annually. The Fleet Review Committee (FRC) has reviewed this request and has authorized the purchase of these vehicles. The approval was based on: An examination of each vehicle’s current usage; An analysis of each vehicle’s operating and replacement costs; A comparison of the age, mileage, operating cost and performance of each vehicle with others in the class; An analysis of alternatives to ownership, such as mileage reimbursement; pooling/sharing; the reassignment of another underutilized vehicle, or renting; and An assessment if a more cost effective type/style of vehicle can be utilized. Discussion Backhoes are a critical piece of construction equipment used by staff in both the Utilities and Public Works Departments. The Utilities Department operates six backhoes that are between City of Palo Alto Page 2 six and fifteen years old. The two Utilities backhoes being replaced have 7,130 and 6,465 hours on them. Utilities staff uses their backhoes as the primary tool to excavate around water, gas and sewer lines. Public Works has only one backhoe that has 5,100 hours on it. Public Works staff uses their backhoe in the repair of streets, sidewalks, storm drains, and for emergency response during winter storms. Because of their use in emergency situations, the severe operating conditions under which they operate, and the expansive hydraulic system on backhoes, most agencies replace construction equipment like this on a 10 to 15 year cycle or when the engine reaches 5,000 hours. The Fleet Management section of Public Works’ Public Services has seen measurable increases in the amount of “down time” due to wear and tear for three existing backhoes that are now 15 years old. Approval for the purchase of these new backhoes will provide the user departments with improved availability (less “down time”) and improved operational ability compared to what they have been experiencing with the three older units. Replacing the three older units will also address directions from the California Environmental Protection Agency (Cal-EPA) and Air Resources Board (CARB) to replace older, more polluting diesel vehicles with newer cleaner-burning models. Bidding and Selection Process The City’s Municipal code, PAMC section 2.30.360 (j) identifies the process that allows the use of Intergovernmental Cooperative Purchasing agreements. Bids for this purchase were obtained from Peterson Cat through the National Joint Purchasing Alliance (NJPA), Attachment A, which is an approved cooperative group. Resource Impact Funding is available for the purchase of two of these backhoes in Vehicle Replacement Fund Capital Improvement Program Projects VR-14000 in the amount of $265,898 and VR-15000 in the amount of $130,017 for a total contract not to exceed $395,915. Policy Implications Authorization of the contract does not represent any change to the existing policy. Purchase of these vehicles supports Comprehensive Plan by removing older, more polluting vehicles from the roadways and replacing them with newer more efficient ones. Environmental Review The vehicles being supplied are in conformance with all applicable emissions laws and regulations. Accordingly, this purchase is exempt from the California Environmental Quality Act under the CEQA guidelines (Section 15061). Attachments: NJPA Bidding Agreement (PDF) Page 1 of 47 National Joint Powers Alliance® (herein NJPA) REQUEST FOR PROPOSAL (herein RFP) for the procurement of PASSENGER CARS, LIGHT DUTY, MEDIUM DUTY, AND HEAVY DUTY TRUCKS WITH RELATED ACCESSORIES RFP Opening October 28, 2011 8:00 AM Central TIME At the offices of the National Joint Powers Alliance® 200 First Street Northeast, Staples, MN 56479 RFP #102811 The National Joint Powers Alliance® (NJPA) issues this request for proposal (RFP) to provide PASSENGER CARS, LIGHT DUTY, MEDIUM DUTY, AND HEAVY DUTY TRUCKS WITH RELATED ACCESSORIES, Specifications and details of this RFP are available beginning September 6, 2011and continuing until October 4, 2011. Details and specifications may be obtained by letter of request to Gregg Meierhofer, NJPA, 200 First Street Northeast, Staples, MN 56479, or by e-mail at RFP@njpacoop.org. Proposals will be received until October 27, 2011 at 4:30 p.m. Central Time at the above address and opened October 28, 2011at 8:00AM Central Time. The text above is the Public Notice to Proposers to be used by NJPA. RFP Timeline September 6, 2011 and September 13, 2011 October 4, 2011 October 7, 2011 AM Central October 27, 2011 4:30 PM. Central October 28, 20118:00AM Central • Publication of RFP in the print and online Minneapolis Star Tribune, the NJPA website, and on the website of noticetobidders.com Deadline for RFP requests Pre-Proposal Conference (webcast – conference call) Deadline for Submission of Proposals Public Opening of Proposals Direct questions regarding this RFP to: Gregg Meierhofer at gregg.meierhofer@njpacoop.org or (218)894-1930 RFP Procedures offers the methods for submitting questions. RFP 081411 2 of 47 TABLE OF CONTENTS 1. INTRODUCTION A. About NJPA B. Joint Exercise of Powers Laws C. Why Propose a National Cooperative Procurement Contract D. The Intent of this RFP E. Scope of this RFP F. Expectations for Products/Services being Proposed G. Certification – Firm offer to contract H. Pre-Proposal Conference 2. DEFINITIONS A. Proposer – Vendor B. Contract C. Time D. Proposer’s Response E. Currency F. FOB 3. INSTRUCTIONS TO PREPARING YOUR PROPOSAL A. Pre-Proposal Conference B. Identification of key personnel C. Proposer’s exceptions to terms and conditions D. Formal instructions to Proposers E. Questions and answers about this RFP F. Modification or withdrawal of a submitted Proposal G. Value added attributes, products/services H. Certificate of Insurance I. Order Process and/or Funds Flow J. Administrative Fees 4. PRICING STRATEGIES A. Line-Item Pricing B. Mass Produced Production Vehicles C. All other Vehicles and accessories D. Hot List Pricing E. Ceiling Price F. Volume Price Discounts G. Sourced Goods H. Cost Plus a Percentage of Cost I. Total Cost of Acquisition J. Requesting Product and Service additions/deletions K. Requesting Pricing Changes L. Pricing and Products Changes Format M. Single Statement of Pricing – Historical Record of Pricing N. Payment Terms O. Sales Tax P. Shipping and Shipping Program Q. Normal Working Hours 5. MARKETING PLAN 6. PROPOSAL OPENING PROCEDURE 7. EVALUATION OF PROPOSALS A. Proposal evaluation process B. Proposer Responsiveness C. Proposal evaluation criteria D. Cost Scoring Evaluation E. Product Testing F. Past performance information G. Waiver of formalities 8. POST AWARD OPERATING ISSUES A. Subsequent Agreements B. NJPA Member sign-up procedure C. Reporting of sale activity D. Audits E. Hub Partner F. Trade-Ins G. Out of Stock Notification H. Termination of a Contract resulting from this RFP 9. GENERAL TERMS AND CONDIITONS A. Advertisement of RFP B. Advertising a Contract Resulting From this RFP C. Applicable law D. Assignment of Contract E. Proposers List F. Captions, Headings, and Illustrations G. Confidential Information H. Data Privacy I. Entire Agreement J. Force Majeure K. Gratuities L. Hazardous Substances M. Legal Remedies N. Licenses O. Material Suppliers and Sub-Contractors P. Non-Wavier of Rights Q. Protests of Awards Made R. Provisions Required by Law S. Public Record T. Right to Assurance U. Suspension or Disbarment Status V. Human Rights Certificate W. Severability X. Relationship of Parties 10. FORMS A,B,C,D,E,G,H,I 11. PRE-SUBMISSION CHECKLSIT 12. ATTACHMENT 1 (I&M Price Sheet) RFP 081411 3 of 47 INTRODUCTION A. ABOUT NJPA 1.1 The National Joint Powers Alliance®- (NJPA)- is a public agency serving as a national municipal contracting agency established under the Service Cooperative statute by Minnesota Legislative Statute §123A.21 with the authority to develop and offer, among other services, cooperative procurement services to its membership. Eligible membership includes states, cities, counties, governmental agencies, both public and non-public educational agencies, colleges, universities and non-profit organizations. This Minnesota Statute also allows for service to NJPA Member agencies in Minnesota and all other states. 1.2 To this end, NJPA has established a series of procurement contracts with various Vendors of products/services which NJPA Members desire to procure. These procurement contracts are created in compliance with applicable Minnesota Municipal Contracting Laws. A complete listing of NJPA cooperative procurement contracts can be found at www.njpacoop.org. 1.3 NJPA’s publicly elected Board of Directors calls for all proposals, awards all Contracts, and hosts those resulting Contracts and offers them for the benefit of its Membership. 1.3.1 Subject to Approval of the Board: Any award of Contract made by an authorized NJPA Employee will be subject to such action by the NJPA Board of Directors. 1.4 NJPA currently serves over 30,000 member agencies. Both membership and utilization of NJPA Contracts continues to expand at exponential rates. The value of our Contracts driven to our Members is reflected in our growth. B. JOINT EXERCISE OF POWERS LAWS 1.5 NJPA cooperatively shares those contracts with its Members nationwide through various “Joint Exercise of Powers Laws” established in Minnesota and most other States. The Minnesota “Joint Exercise of Powers Law” is Minnesota Statute §471.59 which states “Two or more governmental units…may jointly or cooperatively exercise any power common to the contracting parties…” Similar Joint Exercise of Powers Laws for each State of the United States can be found on our website at http://www.njpacoop.org/LEARN/About/Legal.html and clicking on that state at the bottom of the web- page. C. WHY RESPOND TO A NATIONAL COOPERATIVE PROCUREMENT CONTRACT 1.6 National Cooperative Procurement Contracts create value for both Municipal buyers and their Vendors of products/services in two ways: 1.6.1 We save the time and effort of many municipal buyers bringing individual procurement proposals AND the time and effort of the Vendors in responding individually to those invitations. A single invitation for a cooperatively held contract can replace potentially thousands of invitations for the same items from individual NJPA Members. 1.6.2 We earn volume purchasing discounts which are passed on to our Members. A single awarded Proposal is likewise exposed to thousands of potential Municipal purchasing units nationwide creating efficiency and savings to the business community as they sell products and services to government and education agencies. 1.7 State laws that permit or encourage cooperative purchasing contracts do so with the belief that lower prices, better overall value and time savings will be the result. RFP 081411 4 of 47 1.8 The collective purchasing power of thousands of NJPA Members nationwide offers the opportunity for volume pricing discounts. Although no volume is guaranteed by a Contract resulting from this RFP, substantial volume is anticipated and volume pricing is requested and justified. 1.9 NJPA and its Members desire the best value for their procurement dollar as well as a competitive price. Pre-competed procurement contracts offer NJPA and its Members the ability to more directly compare non-price factors in their procurement analysis and it offers Vendors the opportunity to display those attributes without the timing and interpretation constraints of a typical individual proposal process. D. THE INTENT OF THIS RFP 1.10 The intent of this RFP is to award an Exclusive Single Award Contract to a qualifying manufacturer or distributor Proposer demonstrating a solution which meets and/or exceeds the requirements of NJPA and its Members within the scope of PASSENGER CARS, LIGHT DUTY, MEDIUM DUTY, AND HEAVY DUTY TRUCKS WITH RELATED ACCESSORIES. Qualifying Proposers must be able to demonstrate the knowledge of any and all applicable industry standards, laws and regulations; and the ability to both market to and service NJPA Members in all 50 states. All proposals received will be evaluated based on (among several other factors) their ability to provide the greatest utility to NJPA and NJPA Members and across the widest spectrum of products and services. 1.11 NJPA desires a relationship with a vendor providing a broad array of equipment, products, supplies, accessories and services anticipated and generally requested and desired by NJPA members from the PASSENGER CARS, LIGHT DUTY, MEDIUM DUTY, AND HEAVY DUTY TRUCKS WITH RELATED ACCESSORIES industry. Those products and services must include those most commonly used and desired by NJPA and its Members. NJPA is seeking a Prime and Exclusive Vendor relationship to best serve the overall needs of NJPA and NJPA Members nationally. 1.12 Non-Manufacturer Awards: NJPA reserves the right to make an award related to this invitation to a non-manufacturer such as a dealer/distributor if such action is in the best interests of NJPA and its Members. 1.13 Multiple Awards: Although it is NJPA’s intent to award a contract to a single Vendor, NJPA reserves the right to award a Contract to multiple Proposers where the responding Proposers are deemed to lack the ability to appropriately service a national contract or such action is deemed to be in the best interests of NJPA and its Members 1.14 Award by Board of Directors: An Award of Contract may be made by the NJPA Board of Directors based on the recommendation of the NJPA Proposal Review Committee and on the best interests of NJPA and its Members. NJPA is seeking a Prime, Exclusive Vendor relationship(s) to meet this need. The goal and intent of this RFP is to follow through with a proposal award and contract to be marketed nationally through a cooperative effort between the awarded vendor(s) and NJPA to its participating members. 1.15 Best Responsive – Responsible Proposer: It is the intent of NJPA to award a Contract to the best responsible and responsive Proposer(s) offering the best overall quality and selection of products/services and services meeting the commonly requested specifications of the NJPA and NJPA Members, provided the Proposer’s Response has been submitted in accordance with the requirements of this RFP. 1.16 Sealed Proposals: NJPA will receive sealed proposal responses to this RFP in accordance with accepted standards set forth in the Minnesota Procurement Code and Uniform Municipal Contracting Law. Awards may be made to responsible and responsive Proposers whose proposals are determined in writing to be the most advantageous to NJPA and its current or qualifying future NJPA Members. 1.17 Use of Contract: Any Contract resulting from this solicitation shall be awarded with the understanding that it is for the sole convenience of NJPA and its Members. NJPA and/or its members RFP 081411 5 of 47 reserve the right to obtain like goods and services solely from this Contract or from another contract source of their choice. 1.18 NJPA’s interest in a contract resulting from this RFP: Not withstanding its own use, to the extent NJPA issues this RFP and any resulting contract for the use of its Members, NJPA’s interests and liability for said use shall be limited to the competitive proposal process performed and terms and conditions relating to said contract and shall not extend to the products, services, or warranties of the Awarded Vendor or the intended or unintended effects of the goods and services procured there from. 1.19 Sole Source of Responsibility- NJPA desires a “Sole Source of Responsibility” Vendor meaning the Vendor will take sole responsibility for the performance of delivered products/services. NJPA also desires sole responsibility with regard to: 1.19.1 Scope of Products/Services: NJPA desires a single provider for the broadest possible scope of the goods and services being proposed over the largest possible geographic area and to the largest possible cross-section of NJPA Members. 1.19.2 Vendor use of sub-contractors in sourcing or delivering goods and services: NJPA desires a single source of responsibility for products/services proposed. Proposer’s are assumed to have sub-contractor relationships with all organizations and individuals whom are external to the Proposer and are involved in providing or delivering the goods and services being proposed. Vendor assumes all responsibility for the products/services and actions of any such Sub- Contractor. E. SCOPE OF THIS RFP 1.20 Additional Definition for the scope of this solicitation. 1.20.1 In addition to PASSENGER CARS, LIGHT DUTY, MEDIUM DUTY, AND HEAVY DUTY TRUCKS WITH RELATED ACCESSORIES, this solicitation should be read to include: 1.20.1.1 OEM Production vehicles from the Manufacturer (OEM) 1.20.1.2 Alt Fuel Vehicles and Vehicles utilizing leading edge technologies. 1.20.1.3 Cab and Chassis Trucks 1.20.1.2 Dump Trucks, Service Bodies, Flat Beds. 1.20.1 NJPA reserves the right to limit the scope of this solicitation for market segments already being serviced by existing NJPA procurement contracts. 1.21 Solutions Based Invitation: 1.21.1 All potential Proposers are assumed to be professionals in their respective fields. As professionals you are deemed to be intimately familiar with the spectrum of NJPA and NJPA Member’s needs and requirements with respect to the scope of this RFP. 1.20.2 With this intimate knowledge of NJPA and NJPA Member’s needs, Proposers are instructed to provide their proposal response in a format describing their solutions to those current and future needs and requirements. Proposers should take care to be economical in their response to this RFP. RFP 081411 6 of 47 1.21.3 Multiple solutions to the needs of NJPA and NJPA Member’s are possible. Examples could include: 1.21.3.1 Materials Only Solution: A Materials Only Solution may be appropriate for situations where NJPA or NJPA Members possess the ability, either in-house or through local third party contractors, to properly install and bring to operation those materials being proposed. 1.21.3.2 Turn-Key Solutions: A Turn-Key Solution is combination of materials and services which provides a single price for materials, delivery, and installation to a properly operating status. Generally this is the most desirable solution as NJPA and NJPA Members may not possess, or desire to engage, personnel with the necessary expertise to complete these tasks internally or through other independent contractors 1.20.3.3 Good, Better, Best: Where appropriate and properly identified, Proposers are invited to offer the CHOICE of good – better – best multiple grade solutions to NJPA and NJPA Member’s needs. 1.21.3.4 Proven – Accepted – Leading Edge Technology: Where appropriate and properly identified, Proposers are invited to provide the CHOICE of an appropriately identified spectrum of technology solutions to NJPA and NJPA Member’s needs both now and into the future. 1.22 Geographic Area to be Proposed: This RFP invites proposals to provide PASSENGER CARS, LIGHT DUTY, MEDIUM DUTY, AND HEAVY DUTY TRUCKS WITH RELATED ACCESSORIES to NJPA and NJPA Members throughout the entire United States and possibly internationally. Proposers will be expected to express willingness to explore service to NJPA Members located abroad; however the lack of ability to serve Members outside of the United States will not be cause for non-award. The ability to serve Canada, for instance, will be viewed as a value-added attribute. 1.23 Manufacturer as a Proposer: If the Proposer is a Manufacturer or wholesale distributor, the response received will be evaluated on the basis of a response made in conjunction with that Manufacturer’s Dealer Network. Unless stated otherwise, a Manufacturer or wholesale distributor Proposer is assumed to have a documented relationship with their Dealer Network where that Dealer Network is informed of, and authorized to accept, purchase orders pursuant to any Contract resulting from this RFP on behalf of the Manufacturer or wholesale distributor Proposer. Any such dealer will be considered a sub-contractor of the Proposer/Vendor. The relationship between the Manufacturer and wholesale distributor Proposer and its Dealer Network may be proposed at the time of the proposed submission if that fact is properly identified. 1.24 Dealer/Re-seller as a Proposer: If the Proposer is a dealer or re-seller of the products and/or services being proposed, the response will be evaluated based on the Proposer’s authorization to provide those products and services from their manufacturer. Where appropriate, Proposers must document their authority to offer those products and/or services. 1.25 Contract Term: A contract resulting from this RFP will become effective the date established in the “Offering and Award” (Form D). NJPA is seeking a Contract base term of four years subject to annual renewals as allowed by Minnesota Contracting Law. Full term is expected, however will only occur through successful annual renewals. One additional one-year renewal-extension may be offered by NJPA to Vendor beyond the original four year term if NJPA deems such action to be in the best interests of NJPA and its Members. 1.26 Minimum Contract Value: NJPA anticipates considerable activity resulting from this RFP and subsequent award; however no commitment of any kind is made concerning actual quantities to be acquired. NJPA does not guarantee usage. Usage will depend on the actual needs of the NJPA Members RFP 081411 7 of 47 and the value of the awarded contract. 1.27 Estimated Contract Volume: Estimated quantities and sales volume are based on potential usage by NJPA and NJPA Members. 1.28 Largest Possible Solution: If applicable, Contracts will be awarded to Proposer(s) able to deliver a proposal meeting the entire needs of NJPA and its Members within the scope of this RFP. NJPA prefers Proposers submit their complete product line of products and services described in the scope of this RFP. NJPA reserves the right to reject individual, or groupings of specific products/services proposals as a part of the award. 1.29 Contract Availability: This Contract must be available to all current and potential NJPA Members who choose to utilize this NJPA Contract to include all governmental agencies, public and private primary and secondary education agencies, and all non-profit organizations nationally. 1.30 Proposer’s Commitment Period: In order to allow NJPA the opportunity to evaluate each proposal thoroughly, NJPA requires any response to this solicitation be valid and irrevocable for ninety (90) days after the date proposals were opened regarding this RFP. F. EXPECTATIONS FOR PRODUCTS/SERVICES BEING PROPOSED 1.31 Industry Standards: Except as contained herein, the specifications or solutions for this RFP shall be those accepted guidelines set forth by the PASSENGER CARS, LIGHT DUTY, MEDIUM DUTY, AND HEAVY DUTY TRUCKS WITH RELATED ACCESSORIES industry, as they are generally understood and accepted within that industry across the nation. Submitted products/services, related services, and their warranties and assurances are required to meet and/or exceed all current, traditional and anticipated needs and requirements of NJPA and its Members. 1.31.1 Deviations from industry standards must be identified by the Proposer and explained how, in their opinion, the products/services they propose will render equivalent functionality, coverage, performance, and/or service. Failure to detail all such deviations may comprise sufficient grounds for rejection of the entire proposal. 1.31.2 Technical Descriptions/Specifications. Bidder’s must supply sufficient information to: Demonstrate the Bidder’s knowledge of industry standards, and identify the products and services being bid, and differentiate those products and services from others. Excessive technical descriptions and specifications which, in the opinion of NJPA, unduly enlarges the bid response may reduce evaluation points awarded on Form G. 1.32 Important note: NJPA does not typically offer specific product and service specifications; rather NJPA is requesting an industry standard or accepted specification for the requested products and services. Where specific line items are specified, those line items should be considered the minimum which can be expanded by the Proposer to deliver the Proposer’s “Solution” to NJPA and NJPA Member’s needs. 1.33 Commonly used Goods and Services: It is important that the products/services submitted are the products/services commonly used by public sector entities. 1.34 New Current Model Goods: Proposals submitted shall be for new, current model products and services with the exception of certain close-out products allowed to be offered on the Proposer’s “Hot List” described herein. RFP 081411 8 of 47 1.35 Compliance with laws and standards: All items supplied on this Contract shall comply with any current applicable safety or regulatory standards or codes. 1.36 Delivered and operational; Products offered herein are to be proposed based upon being delivered and operational at the NJPA Member’s site. Exceptions to “delivered and operational” must be explicitly disclosed in the “Total Cost of Acquisition” section of your proposal response. 1.37 Warranty: The Proposer/Vendor warrants that all products, equipment, supplies, and services delivered under this Contract shall be covered by the industry standard or better warranty. All products and equipment should carry a minimum industry standard manufacturer’s warranty that includes materials and labor. The Proposer has the primary responsibility to submit, as a part of Tab 7, product specific warranty as required and accepted by industry standards. Dealer/Distributors agree to assist the purchaser in reaching a solution in a dispute over warranty’s terms with the manufacturer. Any manufacturer’s warranty which is effective past the expiration of the warranty will be passed on to the NJPA member. Failure to submit a minimum warranty may result in the non-award. 1.38 Proposer’s Warrants: The Proposer warrants all goods and services furnished hereunder will be free from liens and encumbrances; and defects in design, materials, and workmanship; and will conform in all respects to the terms of this RFP including any specifications or standards. In addition, Proposer/Vendor warrants the goods and services are suitable for and will perform in accordance with the purposes for which they were intended. G. CERTIFICATION – FIRM OFFER TO CONTRACT 1.39 By execution and delivery of a proposal, Proposer certifies: 1. The submission of the offer did not involve collusion or any other anti- competitive practices; 2. The Proposer/Vendor shall not discriminate against any employee or applicant for employment in violation of Federal and State Laws (see Federal Executive Order 11246); 3. The Proposer has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with the submitted offer (see Gratuities); and, 4. The Proposer agrees to promote and offer to Members only those products/services and/or services as previously stated, allowed, and deemed a resultant of the contract(s) as NJPA contract items or services. This clause shall include any future product or service additions as allowed through Contract additions. 1.40 A response to this RFP is a firm offer to Contract with the NJPA based upon the goals, intent, terms, and conditions and scope of products/services contained in and referenced to in this invitation. 1.41 All stated terms and conditions, expectations to include the goals, intent and scope of this RFP as described as a part of this RFP, are to be considered binding under the signatures of authorized parties and are part of the Contract. H. PRE-PROPOSAL CONFERENCE 1.42 A Pre-Proposal Conference (Webcast – Conference Call) will be held at the date and time identified on the title page for this proposal. 1.43 An invitation with access instructions will be sent via e-mail to all inquirer’s the morning following the deadline for proposal inquiries (the day before the conference). 1.44 The purpose for the conference is to allow for questions from the Potential Bidders AND to allow for input from the Potential Bidders regarding perceived improvements to this RFP. 1. DEFINITIONS RFP 081411 9 of 47 A. PROPOSER - VENDOR 2.1 Exclusive Vendor- A sole Vendor awarded in a product category. NJPA reserves the right to award to an Exclusive Vendor in the event that such an award is in the best interests of NJPA Members. Such a Proposer must exhibit the ability to offer an outstanding overall program and demonstrate the ability and willingness to serve NJPA Members in all 50 states, and comply with all other requirements of this RFP. 2.2 Potential Proposer- A person or entity requesting a copy of this RFP. 2.3 Proposer- A company, person, or entity delivering a timely response to this RFP. 2.4 Vendor- One of a number of Proposers whose proposal has been awarded a contract pursuant to this RFP. 2.5 Request for Proposal- Herein referred to as RFP B. CONTRACT 2.6 “Contract” as used herein shall mean cumulative documentation consisting of this RFP, an entire Proposer’s response, and a fully executed “Acceptance and Award” pursuant to this RFP. C. TIME 2.7 Periods of time, stated as number of days, shall be in calendar days. D. PROPOSER’S RESPONSE 2.8 A Proposer’s Response is the entire collection of documents as they are received by NJPA from a Potential Proposer in response to this RFP. E. CURRENCY 2.9 All transactions are payable in U.S. dollars on U.S. sales. All administrative fees are to be paid in U.S. dollars. F. FOB 2.10 FOB stands for “Freight On Board” and defines the point at which responsibility for loss and damage of goods purchased are transferred from Seller to Buyer. “FOB Destination” defines the transfer of responsibility for loss are transferred from Seller to Buyer at the Buyer’s designated delivery point. 2.11 FOB does not identify whom is responsible for the costs of shipping. The responsibility for the costs of shipping is addressed elsewhere in this document. 2. INSTRUCTIONS TO PREPARING YOUR PROPOSAL A. PRE-PROPOSAL CONFERENCE 3.1 A non-mandatory pre-proposal conference will be held at the date and time specified in the time line on page one of this RFP. Conference call and web connection information will be sent to all Potential Proposers through the same means employed in their inquiry. The purpose of this conference call is to allow Potential Proposers to ask questions regarding this RFP. Only answers issued in writing by NJPA RFP 081411 10 of 47 to questions asked before or during the Pre-proposal Conference shall be considered binding. B. IDENTIFICATION OF KEY PERSONNEL 3.2 Vendor will designate one senior staff individual who will represent the awarded Vendor to NJPA. This contact person will correspond with members for technical assistance, questions or problems that may arise including instructions regarding different contacts for different geographical areas as needed. 3.3 Individuals should also be identified (if applicable) as the primary contacts for the contents of this proposal, marketing, sales, and any other area deemed essential by the Proposer. C. PROPOSER’S EXCEPTIONS TO TERMS AND CONDITIONS 3.4 Any exceptions, deviations, or contingencies a Proposer may have to the terms and conditions contained herein must be documented on Form C. 3.5 Exceptions, Deviations or contingencies stipulated in Proposer’s Response, while possibly necessary in the view of the Proposer, may result in disqualification of a Proposal Response. D. FORMAL INSTRUCTIONS TO PROPOSERS 3.6 It is the responsibility of all Proposers to examine the entire RFP package, to seek clarification of any item or requirement that may not be clear and to check all responses for accuracy before submitting a Proposal. Negligence in preparing a Proposal confers no right of withdrawal after the deadline for submission of proposals. 3.7 All proposals must be sent to “The National Joint Powers Alliance®, 200 1st ST NE Staples, MN 56479.” 3.8 Format for bid response: All proposals must be physically delivered to NJPA® at the above address in the following format: 3.8.1 Hard copy Original signed, completed, and dated forms C,D, E, H, and I from this RFP, 3.8.2 Hard copies of all addenda issued for the RFP with original counter signed by the Proposer, 3.8.3 Certificate of insurance verifying the coverage identified in this RFP, 3.8.4 Two complete copies of your response on A CD (Compact Disc) or flash drive containing completed Forms A,B,C,D,E,H, and I, and your statement of products and pricing together with all appropriate attachments 3.9 All Proposal forms must be legible. All appropriate forms must be executed by an authorized signatory of the Proposer. Blue ink is preferred for signatures. 3.10 Proposal submissions should be submitted using the electronic forms provided. If a Proposer chooses to use alternative documents for their response, the proposer will be responsible for ensuring the content is effectively equal to the NJPA form and the document is in a format readable by NJPA. 3.11 It is the responsibility of the Proposer to be certain the proposal submittal is in the physical possession of NJPA on or prior to the deadline for submission of proposals. 3.11.1 Proposals must be submitted in a sealed envelope or box properly addressed to NJPA and prominently identifying the proposal number, proposal category name, the message “Hold for Proposal Opening”, and the deadline for proposal submission. NJPA cannot be responsible for late receipt of proposals. Proposals received by the correct deadline for proposal submission will be opened and the name of each Proposer and other appropriate information will be publicly read. 3.12 Corrections, erasures, and interlineations on a Proposer’s Response must be initialed by the RFP 081411 11 of 47 authorized signer in original ink on all copies to be considered. 3.13 Addendums to the RFP: The Proposer is responsible for ensuring receipt of all addendums to this RFP. 3.13.1 Proposer’s are responsible for checking directly with NJPA, or checking the NJPA website for addendums to this RFP. 3.13.2 Addendums to this RFP can change terms and conditions of the RFP including the deadline for submission of proposals. F. QUESTIONS AND ANSWERS ABOUT THIS RFP 3.14 Upon examination of this RFP document, Proposer shall promptly notify the Manager of Bids and Contracts of any ambiguity, inconsistency, or error they may discover. Interpretations, corrections and changes to this RFP must be made by addendum. Interpretations, corrections, or changes made in any other manner will not be binding and Proposer shall not rely upon such. 3.15 Submit all questions about this RFP, in writing, referencing “PASSENGER CARS, LIGHT DUTY, MEDIUM DUTY, AND HEAVY DUTY TRUCKS WITH RELATED ACCESSORIES to Gregg Meierhofer, NJPA, 200 First Street NE, Staples, MN 56479 or RFP@njpacoop.org. Those not having access to the Internet may call Gregg Meierhofer at (218) 894-1930 to determine if addenda have been issued or to request copies of the RFP. Requests for additional information or interpretation of instructions to Proposers or technical specifications shall also be addressed to Gregg Meierhofer. NJPA urges Potential Proposers to communicate all concerns well in advance of the deadline to avoid misunderstandings. Questions received less than seven (7) days ending at 4:00 p.m. Central Time of the seventh (7th) calendar day prior to proposal due-date cannot be answered. 3.16 If the answer to a question is deemed by NJPA to have a material impact on other potential proposers or the RFP itself, the answer to the question will become an addendum to this RFP. 3.17 If the answer to a question is deemed by NJPA to be a clarification of existing terms and conditions and does not have a material impact on other potential proposers or the RFP itself, no further documentation of that question is required. 3.18 As used in this solicitation, clarification means communication with a Potential Proposer for the sole purpose of eliminating minor irregularities, informalities, or apparent clerical mistakes in the RFP. 3.19 Addenda are written instruments issued by NJPA that modify or interpret the RFP. All addenda issued by NJPA shall become a part of the RFP. Addenda will be delivered to all Potential Proposers using the same method of delivery of the original RFP material. NJPA accepts no liability in connection with the delivery of said materials. Copies of addenda will also be made available on the NJPA website at www.njpacoop.org by clicking on “Current Proposals” and from the NJPA offices. No addenda will be issued later than five (5) days prior to the deadline for receipt of proposals, except an addendum withdrawing the request for proposals or one that includes postponement of the date of receipt of proposals. Each Potential Proposer shall ascertain prior to submitting a Proposal that it has received all addenda issued, and the Proposer shall acknowledge their receipt in its Proposal Response. 3.20 An amendment to a submitted proposal must be in writing and delivered to NJPA no later than the time specified for opening of all proposals. G. MODIFICATION OR WITHDRAWAL OF A SUBMITTED PROPOSAL 3.21 A submitted proposal may not be modified, withdrawn from or cancelled by the Proposer for a period of ninety (90) days following the date proposals were opened regarding this RFP. Prior to the deadline for submission of proposals, any proposal submitted may be modified or withdrawn by notice to the NJPA Manager of Bids and Contracts. Such notice shall be submitted in writing and include the RFP 081411 12 of 47 signature of the Proposer and shall be delivered to NJPA prior to the deadline for submission of proposals and it shall be so worded as not to reveal the content of the original proposal. However, the original proposal shall not be physically returned to the Potential Proposer until after the official proposal opening. Withdrawn proposals may be resubmitted up to the time designated for the receipt of the proposals if they are then fully in conformance with the Instructions to Proposer. H. VALUE ADDED ATTRIBUTES, PRODUCTS/SERVICES 3.22 Examples of Value Added Attributes: Value-Added attributes, products and services are items offered in addition to the products and services being proposed which adds value to those items being proposed. The availability of a contract for maintenance or service after the initial sale, installation, and set-up may, for instance, be “Value Added Services” for products where a typical buyer may not have the ability to perform these functions. 3.23 Where to document Value Added Attributes: The opportunity to indicate value added dimensions and such advancements will be available in the Proposer’s Questionnaire and Proposer’s product and service submittal and must be tabbed under Tab 5. 3.24 Value added products/services and expanded services, as they relate to this RFP, will be given positive consideration in the award selection. Consideration will be given to an expanded selection of PASSENGER CARS, LIGHT DUTY, MEDIUM DUTY, AND HEAVY DUTY TRUCKS WITH RELATED ACCESSORIES, and advances to provide products/services, supplies meeting and/or exceeding today’s industry standards and expectations. A value add would include a program or service that further serves the members needs above and possibly beyond standard expectation and complements the products/services and training. Value added could include areas of product and service, sales, ordering, delivery, performance, maintenance, technology, and service that furthers the functionality and effectiveness of the procurement process while remaining within the scope of this RFP. 3.25 Minority, Small Business, and Women Business Enterprise (WMBE) participation: It is the policy of some NJPA Members to involve Minority, Small Business, and WMBE contractors in the purchase of goods and services. Vendors should document WMBE status for their organization AND any such status of their affiliates (i.e. Supplier networks) involved in carrying out the activities invited. The ability of a Proposer to provide “Credits” to NJPA and NJPA Members in these subject areas, either individually or through related entities involved in the transaction, will be evaluated positively by NJPA. NJPA is committed to facilitating the realization of such “Credits” through certain structuring techniques for transactions resulting from this RFP. 3.26 Environmentally Preferred Purchasing Opportunities: There is a growing trend among NJPA Members to consider the environmental impact of the products/services they purchase. Please identify any “Green” characteristics of the goods and services in your proposal and identify the sanctioning body determining that characteristic. Where appropriate, please indicate which products have been certified as “green” and by which certifying agency. 3.27 On-Line Requisitioning systems: When applicable, on-line requisitioning systems will be viewed as a value-added characteristic. Proposer shall include documentation about user interfaces that make on- line ordering easy for NJPA Members as well as the ability to punch-out from mainstream eProcurement or Enterprise Resource Planning (ERP) systems that NJPA Members may currently utilize. 3.28 Financing: The ability of the Proposer to provide financing options for the products and services being proposed will be viewed as a Value Added Attribute. I. CERTIFICATE OF INSURANCE 3.29 Proposer shall procure and maintain insurance which shall protect the Proposer and NJPA (as an additional insured) from any claims for bodily injury, property damage, or personal injury covered by the indemnification obligations set forth herein. The Proposer shall procure and maintain the insurance RFP 081411 13 of 47 policies described below at the Proposer’s own expense and shall furnish to NJPA an insurance certificate listing the NJPA as certificate holder and as an additional insured. The insurance certificate must document that the Commercial General Liability insurance coverage purchased by the Proposer includes contractual liability coverage applicable to this Contract. In addition, the insurance certificate must provide the following information: the name and address of the insured; name, address, telephone number and signature of the authorized agent; name of the insurance company (authorized to operate in all fifty United States); a description of coverage in detailed standard terminology (including policy period, policy number, limits of liability, exclusions and endorsements); and an acknowledgment of notice of cancellation to the NJPA. 3.30 Proposer is required to maintain the following insurance coverage’s during the term of the NJPA Contract: (1) Workers Compensation Insurance (Occurrence) with the following minimum coverage’s: Bodily injury by accident--per employee $100,000; Bodily injury by disease--per employee $100,000; Policy limits $500,000. In addition, Proposer shall require all subcontractors occupying the premises or performing work under the contract to obtain an insurance certificate showing proof of Workers Compensation Coverage with the following minimum coverage’s: Bodily injury by accident--per employee $100,000; Bodily injury by disease--per employee $100,000; Policy limits $500,000. (2) Commercial General Liability Policy per occurrence $1,000,000. (3) Business Auto Policy to include but not be limited to liability coverage on any owned, non- owned and hired vehicle used by Proposer or Proposer’s personnel in the performance of this Contract. The Business Automobile Policy shall have a per occurrence limit of $1,000,000. 3.31 The foregoing policies shall contain a provision that coverage afforded under the policies will not be canceled, or not renewed or allowed to lapse for any reason until at least thirty (30) days prior written notice has been given to NJPA. Certificates of Insurance showing such coverage to be in force shall be filed with NJPA prior to commencement of any work under the contract. The foregoing policies shall be obtained from insurance companies licensed to do business nationally and shall be with companies acceptable to NJPA, which must have a minimum AM Best rating of A-. All such coverage shall remain in full force and effect during the term and any renewal or extension thereof. 3.32 Within ten (10) days of contract award, the Proposer must provide NJPA with two (2) Certificates of Insurance. Certificates must reference NJPA RFP 102811 by number. J. ORDER PROCESS AND/OR FUNDS FLOW 3.33 Please propose an order process and funds flow in Tab 6 for your proposal. Please choose from one of the following: 3.33.1 B-TO-G: The Business-to-Government order process and/or funds flow model involves NJPA Members issuing Purchase Orders directly to a Vendor and pursuant to a Contract resulting from this RFP. 3.33.3 Other: Please fully identify. K. ADMINISTRATIVE FEES 3.34 Proposer agrees to authorize and/or allow for an administrative fee payable to NJPA by an Awarded Vendor in exchange for its facilitation and marketing of a Contract resulting from this RFP to current and potential NJPA Members. This Administration Fee shall be: 3.34.1 Calculated as a percentage of the dollar volume of all products/services provided to and purchased by NJPA Members or calculated as reasonable and acceptable method applicable to the contracted transaction, and 3.34.2 Included in, and not added to, the pricing included in Proposer’s Response to this RFP, and RFP 081411 14 of 47 3.34.3 Set based on the anticipated costs of NJPA’s involvement in facilitating the establishment, Vendor training, and the order/product/funds flow of the Contract resulting from this RFP. 3.34.3.1 Typical administrative fees for a B-TO-G order process and funds flow is 2.0%. 3.35 The opportunity to propose these factors and an appropriate administrative fee is available in the Proposer’s Questionnaire, and submitted in Tab 9 of your response. 4. PRICING STRATEGIES 4.1 NJPA requests Potential Proposers respond to this RFP only if they are able to offer a wide array of products/services and at prices lower and better value than what they would ordinarily offer to single government agency, larger school district, or regional cooperative. 4.2 RFP is an “Indefinite Quantity Product/Service Price Request” with potential national sales distribution and service. Proposers are agreeing to fulfill Contract obligations regarding each product/service to which you provide a description and a price. If Proposer’s solution requires additional supporting documentation, describe where it can be found in your submission. If Proposer offers the solution in an alternative fashion, describe your solution to be easily understood. All pricing must be tabbed and organized under Tab 9, and copied on a CD along with other requested information as a part of a Proposer’s Response. 4.3 Regardless of the payment method selected by NJPA or NJPA Member, a total cost associated with any purchase option of the products/services and being supplied must always be disclosed at the time of purchase. 4.4 Primary Pricing/Secondary Pricing Strategies- All Proposers will be required to submit “Primary Pricing” in the form of either “Line-Item Pricing,” or “Percentage Discount from Catalog Pricing,” or a combination of these pricing strategies. Proposers are also encouraged to offer OPTIONAL pricing strategies including “Hot List,” “Sourced Goods,” and “Volume Discounts,” as well as financing options such as leasing. 4.5 Government Price Assistance- It is understood that a component of the pricing to be offered to this solicitation is “Government Price Assistance” from the respective OEM manufacturers. Prices quoted on vehicles including “Government Price Assistance” are available only to NJPA Members qualifying for “Government Pricing Assistance”. 4.5.1 For NJPA Members not qualifying for “Governmental Price Assistance” (Non-Profits for example) all other manufacturer rebates applicable at the time of delivery. A. LINE-ITEM PRICING 4.6 Line-Item pricing- A pricing format where specific individual products and/or services are offered at specific individual Contract prices. Products and/or services are individually priced and described by characteristics such as manufacture name, stock or part number, size, or functionality. This method of pricing offers the least amount of confusion as products and prices are individually identified, however Proposers with a large number of products to propose may find this method cumbersome. In these situations, a percentage discount from catalog or category pricing model may make more sense. 4.7 Format: Line Item vehicle pricing for this RFP must be submitted using attached “Price Form P1”. The intent here is to describe and price a “Base” vehicle in each of eight classes AND also offer, on an ala carte basis, options (both Manufacturer Options and Dealer Options) to customize each vehicle offered. 4.8 All Line-Item Pricing items must be numbered, organized, sectioned, including SKU’s (when applicable) and easily understood by the Proposal Review Committee and members. RFP 081411 15 of 47 4.9 Line-Item Pricing items are to be submitted in an Excel spreadsheet format provided and are to include all appropriate identification information necessary to discern the line item from other line items in each Proposer’s proposal. 4.10 The purpose for the excel spreadsheet format for Line-Item Pricing is to be able to use the “Find” function to quickly find any particular item of interest. For that reason, Proposers are responsible for providing the appropriate product and service identification information along with the pricing information which is typically found on an invoice or price quote for such products and services. 4.11 All products and services typically appearing on an invoice or price quote must be individually priced and identified on the line-item price sheet, including any and all ancillary costs. 4.12 Proposers are asked to provide both a “List” price as well as a “Proposed Contract Price” in their pricing matrix. “List” price will be the standard “quantity of one” price currently available to government and educational customers excluding cooperative and volume discounts B. MASS PRODUCED PRODUCTION VEHICLES 4.13 Original Equipment from the Manufacturer (OEM) mass production vehicles will be priced using the pricing sheets attached as “Attachment P” and executed according to the instructions contained on the first tab of that attachment. C. ALL OTHER VEHICLES AND ACCESSORIES. 4.14 Please use the general descriptions for “Line Item Pricing”. A format is not specified for these items beyond those provided in “Line Item Pricing”. Please use a format which fully identifies and prices the goods and services being offered. D. TAX AND OTHER CREDITS. 4.15 Tax and other credits accruing to the vehicle being purchased which are not applicable to an NJPA Member will accrue to the benefit of the Awarded Contractor. E. HOT LIST PRICING 4.16 Where applicable, NJPA also invites the Vendor, at their option, to offer a specific selection of products/services, defined as a Hot List Pricing, at greater discounts than those listed in the standard Contract pricing. All product/service pricing, including the Hot List Pricing, must be submitted in hard copy as well as electronically provided in Excel format. Hot List pricing must be submitted in a Line- Item format. Providing a “Hot List” of products/services is optional. Products/services may be added or removed from the “Hot List” at any time provided that current “Hot List” prices are provided to NJPA at all times. 4.17 Hot List pricing when applicable may also be used to discount and liquidate close-out and discontinued products/services as long as those close-out and discontinued items are clearly labeled as such. Current ordering process and administrative fees apply. This option must be published and made available to all NJPA Members. 4.18 Hot List Pricing is allowed to change at the discretion of the Vendor within the definition of Hot List Pricing. The Vendor is responsible to maintain current Hot List product/service descriptions and Pricing with NJPA. RFP 081411 16 of 47 E. CEILING PRICE 4.19 Proposal pricing is to be established as a ceiling price. At no time may the proposed products/services be offered pursuant to this Contract at prices above this ceiling price without approval by NJPA. Prices may be reduced to allow for volume considerations and to meet the specific and unique needs of an NJPA Member. 4.20 Allowable specific needs may include certain purchase volume considerations or the creation of custom programs based on the individual needs of NJPA Members. F. VOLUME PRICE DISCOUNTS 4.21 Proposers are free to offer volume discounts from the quantity-of-one pricing documented in a Contract resulting from this RFP. Volume considerations shall be determined between the Vendor and individual NJPA Members on a case-by-case basis. 4.22 Nothing in this Contract establishes a favored member relationship between the NJPA or any NJPA Member and the Vendor. The Vendor will, upon request by NJPA Member, extend this same reduced price offered or delivered to another NJPA Member provided the same or similar volume commitment, specific needs, terms, and conditions, a similar time frame, seasonal considerations and provided the same manufacturer support is available to the Vendor. 4.23 All price adjustments are to be offered equally to all NJPA Members exhibiting the same or substantially similar characteristics such as purchase volume commitments, and timing including the availability of special pricing from the Vendor’s suppliers. G. SOURCED GOODS 4.24 NJPA and NJPA Members may, from time to time, request goods and/or products/services within the scope of this RFP which are not included in an awarded Vendor’s line-item product /service listing or “list or catalog” known as Sourced Goods. 4.25 An awarded Vendor resulting from this RFP may “Source” these products/services for NJPA or NJPA Member to the extent they: 4.25.1 Include in their bid response a cost-plus-percentage-of-cost pricing factor for such Sourced goods and services, and 4.25.2 Provide as many quotes for the Member’s “Total Cost of Acquisition” for the goods and services to be sourced as may reasonably be required by NJPA Member. 4.25.3 Provide “Sourced Goods” only to the extent that they are incidental to the total transaction being contemplated. H. COST PLUS A PERCENTAGE OF COST 4.26 Except as provided in “Sourced Goods” above, cost plus a percentage of cost as a primary pricing mechanism is not desirable. I. TOTAL COST OF ACQUISITION 4.27 The Total Cost of Acquisition for the products/services being proposed, including those payable by NJPA Members to either the Proposer or a third party, shall be disclosed in the Proposer’s Response including but not limited to: The capitalized cost of the listed products/services being proposed, The cost of accessories, alterations, and customizations typically incurred in the acquisition of the RFP 081411 17 of 47 products/services being proposed. The cost of delivery, setup and installation (where applicable) of the products/services and any accessories being proposed. Other costs, where applicable, typically associated with the purchase, delivery, set-up, and installation of the products/services being proposed and making it operational at the purchaser’s site. 4.28 The Total Cost of Acquisition is to be stated “As Proposed.” As an example, a materials only proposal, or portions of proposals, must include the total cost of acquisition for those materials delivered. In contrast, the Total Cost of Acquisition for a turn-key proposal must include the total costs to be incurred in the process of delivering that combination of products/services. J. REQUESTING PRODUCT AND SERVICE ADDITIONS/DELETIONS 4.29 Requests for product, service, and price additions, deletions, or changes must be made in written form and shall be subject to approval by NJPA. 4.30 New products/services may be added to a Contract resulting from this RFP at any time during that Contract to the extent those products/services are within the scope of this RFP. Those requests are subject to review and approval of NJPA. Allowable new products/services generally include new updated models of products/services and or enhanced services previously offered which could reflect new technology and improved functionality. 4.31 Proposers representing multiple manufacturers, or carrying multiple related product lines may also request the addition of new manufacturers or product lines to their Contract to the extent they remain within the scope of this RFP. 4.32 NJPA’s due diligence in analyzing any request for change is to determine if approval of the request is 1) within the scope of the original RFP, and 2) in the “Best Interests of NJPA and NJPA Members.” We are looking for consistent pricing and delivery mechanisms and an understanding of what value the proposal brings to NJPA and NJPA Members. 4.33 Documenting the “Best Interests of NJPA and NJPA Members” when out-dated equipment is being deleted is fairly straight forward since the product is no longer available and not relevant to the procurement Contract. 4.34 Requests must be in the form of 1) a cover letter to NJPA a) asking to add the product line, b) making a general statement identifying how the products to be added are within the scope of the original RFP, and c) making a general statement identifying that, if appropriate, the pricing is consistent with the existing Contract pricing and 2) the detail as to what is being added at what price will then be an attachment to that cover letter. 4.35 NJPA’s intent here is to encourage Proposers to provide and document NJPA’s due diligence in a clear and concise one page format on which we can stamp and sign our acknowledgment and acceptance. This information must ultimately come from Proposers, and NJPA is requiring it in this format. K. REQUESTING PRICING CHANGES 4.36 Price Decreases: Requests for standard Contract price decrease adjustments (percentage discount increases) are encouraged and will be allowed at any time based on market place efficiencies, market place competitiveness, improved technologies and/or improved methods of delivery or if Vendor engages in innovative procurement practices such as strategic sourcing, aggregate and volume purchasing. NJPA expects Vendors to propose their very best prices and anticipates price reductions due to the advancement of technologies and market place efficiencies. Documenting the “Best Interests of NJPA and NJPA Members” is pretty easy when we are documenting price reductions. RFP 081411 18 of 47 4.37 Price increases: Requests for standard contract price increases (or the inclusion of new generation products/services/services at higher prices) can be made at any time. These requests will again be evaluated by NJPA based on the best interests of NJPA and NJPA Members. As an example, typically acceptable requests for price increases for existing products/services may cite increases to the Vendor of input costs such as petroleum or other applicable commodities. Typically acceptable requests for price increases for new products/services enhance or improve on the current solutions currently offered as well as cite increases in utility of the new compared to the old. Vendors are requested to reasonably document the claims cited in their requests. Your written request for a price increase, therefore, is an exercise in describing what you need, and a justification for why you need it in sufficient detail for NJPA to deem such change to be in the best interests of our self and our Members. 4.37 Price Change Request Format: An awarded Proposer will use the format of a cover letter requesting price increases in general terms (a 5% increase in product line X) and stating their justification for that price increase (due to the recent increase in petroleum costs) by product category. Specific details for the requested price change must be attached to the request letter identifying product/services where appropriate, both current and proposed pricing. Attachments such as letters from suppliers announcing price increases are appropriate for documenting your requests here. L. PRICE AND PRODUCT CHANGES FORMAT 4.39 NJPA’s due diligence regarding product and price change requests is to consider the reasonableness of the request and document consideration on behalf of our members. We would appreciate it if you would send the following documentation to request a pricing change: 4.39.1 A cover letter: a. Please address the following subjects in your cover letter: i. What product/service prices are changing? ii. How much are the prices changing? iii. Why are the prices changing? iv. Any additions or deletions from the previous product list and the reason for the changes. b. The specifics of the product/services and price changes will be listed in the excel spreadsheets indentified below. Please take a more general “Disclosure” approach to identifying changes in the cover letter. i. If appropriate, for example, state, “All paper products/services increased 5 % in price due to transportation costs.” ii. If appropriate, for instance, state, “The 6400 series floor polisher added to the product list is the new model replacing the 5400 series. The 6400’s 3% price increase reflects the rate of inflation over the past year. The 5400 series is now included in the “Hot List” at a 20% discount from previous pricing until remaining inventory is liquidated.” 4.39.2 An excel spreadsheet identifying all products/services being offered and their pricing. Each subsequent pricing update will be saved using the naming convention of “[Vendor Name] pricing effective XX/XX/XXXX.” a. Include all products/services regardless of whether their prices have changed. By observing this convention we will: i. Reduce confusion by providing a single, easy to find, current pricing sheet for each Vendor. ii. Create a historical record of pricing. M. SINGLE STATEMENT OF PRICING/HISTORICAL RECORD OF PRICING 4.40 Initially; and with each request for product addition, deletion, and pricing change; all RFP 081411 19 of 47 products/services and services available, and the prices for those products/services and services will be stated in an Excel workbook. The request for price changes described above will serve as the documentation for those requested changes. Each complete pricing list will be identified by its “Effective Date.” Each successive price listing identified by its “Effective Date” will create a “Product and Price History” for the Contract. 4.41 Proposers may use the multiple tabs available in an Excel workbook to separately list logical product groupings or to separately list product and service pricing as they see fit. 4.42 All products/services together with their pricing, whether changed within the request or remaining unchanged, will be stated on each “Pricing” sheet created as a result of each request for product, service, or pricing change. 4.43 Each subsequent “Single Statement of Product and Pricing” will be archived by its effective date therefore creating a product and price history for any Contract resulting from this RFP. N. PAYMENT TERMS 4.44 Payment terms will be defined by the Proposer in the Proposer’s Response. Proposers are encouraged to offer payment terms through P Card services. 4.45 Leasing- If available, identify any leasing programs available to NJPA and NJPA Members as part of your proposed. Proposers should submit an example of the lease agreement to be used. Proposers should identify: General leasing terms such as: o The percentage adjustment over/under an index rate used in calculating the internal rate of return for the lease; and o The index rate being adjusted; and o The “Purchase Option” at lease maturity ($1, or fair market value); and o The available term in months of lease(s) available. Leasing company information such as: o The name and address of the leasing company; and o Any ownership, common ownership, or control between the Proposer and the Leasing Company O. SALES TAX 4.46 Sales and other taxes and all applicable title transfer fees, where applicable, shall not be included in the prices quoted. Vendor will charge state and local sales and other taxes on items for which a valid tax exemption certification has not been provided. Each NJPA Member is responsible for providing verification of tax exempt status to Vendor. When ordering, if applicable, NJPA Members must indicate that they are tax exempt entities. Except as set forth herein, no party shall be responsible for taxes imposed on another party as a result of or arising from the transactions contemplated by a Contract resulting from this RFP. P. SHIPPING AND SHIPPING PROGRAM 4.47 Shipping program for material only proposals, or sections of proposals, must be defined and tabbed under Tab 9 as a part of the cost of goods. If shipping is charged to NJPA or NJPA Member, only the actual cost of delivery may be added to an invoice. Shipping charges calculated as a percentage of the product price may not be used, unless such charges are lower than actual delivery charges. No COD orders will be accepted. It is desired that delivery be made within ninety-days (90) of receipt of the Purchase Order. RFP 081411 20 of 47 4.48 Any shipping cost charged to NJPA or NJPA Members will be considered to be part of “proposal pricing.” 4.49 Additional costs for expedited deliveries or additional goods or services required by the end-user will be at the expense to the NJPA Member/End User. 4.50 Selection of a carrier for shipment will be the option of the party paying for said shipping. Use of another carrier will be at the expense of the requester. 4.51 Proposers must define their shipping programs for Alaska and Hawaii and any location not served by conventional shipping services. Over-size and over-weight items and shipments may be subject to custom freight programs. 4.52 Proposals containing restocking fees are less advantageous than those not containing re-stocking fees. That being said, certain industries cannot avoid restocking fees. Certain industries providing made to order goods may not allow returns. With regard to returns and restocking fees, Proposers will be evaluated based on the relative flexibility extended to NJPA and NJPA Members relating to those subjects. Where used, restocking fees in excess of 15% will not be considered excessive. Restocking fees may be waived, at the option of the Proposer/Vendor. Indicate all shipping and re-stocking fees in price program under Tab 9. 4.53 Proposer agrees shipping errors will be at the expense of the Vendor. For example, if a Vendor ships a product that was not ordered by the member, it is the responsibility of the Vendor to pay for return mail or shipment at the convenience of the member. 4.54 Unless specifically stated otherwise in the “Shipping Program” of a Proposer’s Response, all prices quoted must be F.O.B. destination with the freight prepaid by the Vendor. Time is of the essence on this Contract. If completed deliveries are not made at the time agreed, NJPA or NJPA Member reserves the right to cancel and purchase elsewhere and hold Vendor accountable. If delivery dates cannot be met, Vendor agrees to advise NJPA or NJPA Member of the earliest possible shipping date for acceptance by NJPA or NJPA Member. 4.55 Goods and materials must be properly packaged. Damaged goods and materials will not be accepted, or if the damage is not readily apparent at the item of delivery, the goods shall be returned at no cost to NJPA or NJPA Member. NJPA and NJPA Members reserve the right to inspect the goods at a reasonable time subsequent to delivery where circumstances or conditions prevent effective inspection of the goods at the time of delivery. 4.56 Vendor shall deliver Contract conforming products in each shipment and may not substitute products without approval from NJPA Member. 4.57 NJPA reserves the right to declare a breach of Contract if the Vendor intentionally delivers substandard or inferior products which are not under Contract and described in its paper or electronic price lists or sourced upon request to any member under this Contract. In the event of the delivery of a non-conforming product, NJPA Member will immediately notify Vendor and Vendor will replace non- conforming product with conforming product. 4.58 Throughout the term of the Contract, Proposer agrees to pay for return shipment on goods that arrive in a defective or inoperable condition. Proposer must arrange for the return shipment of damaged goods. 4.59 Unless contrary to other parts of this solicitation, if the goods or the tender of delivery fail in any respect to conform to this Contract, the purchasing member may: 1) reject the whole, 2) accept the whole or 3) accept any commercial unit or units and reject the rest. Q. NORMAL WORKING HOURS RFP 081411 21 of 47 4.60 Prices quoted are for products/services delivered during normal business hours. Normal Business hours will be as specifically defined herein, defined through industry standards OR defined through statement contained in the purchase/work order issued pursuant to a Contract resulting from this RFP. 5. MARKETING PLAN 5.1 Internal Marketing Plan: An award of Contract resulting from this RFP is an opportunity for the awarded contractor to pursue commerce with, and deliver value to NJPA and NJPA Members nationwide. An award of Contract is not an opportunity to see how much business NJPA can drive to an awarded Vendor’s door. Your internal marketing plan should serve to: 5.1.1 Identify the appropriate levels of sales management whom will need to understand the value of, and the internal procedures necessary to deliver this Contract opportunity to NJPA and NJPA Members through your sales force. 5.1.2 Identify, in general, your national foot print and dedicated feet-on-the-street sales force that will be carrying this Contract message and opportunity in the field to NJPA Members. Outline the sale force in terms of numbers and geographic distribution. 5.1.2.1 Identify whether your sales force are employees or independent contractors. 5.1.3 Identify your plan for delivering training to these individuals. 5.1.3.1 Will you have your sales force gathered at national or regional events in the near future? Does you sales force have the ability to participate in webinar or webcast events? 5.1.3.2 NJPA is prepared to provide our personnel in your location for sales training and/or on a webinar or webcast where sufficient efficiencies can be shown in reaching the appropriate groups within your employee base, and sufficient numbers of personnel trained. 5.1.4 Identify your personnel involved in training. 5.1.4.1 NJPA can provide personnel to deliver training regarding the Contract itself, the authority of NJPA to offer the Contract vehicle to its Members, the value the Contract vehicle delivers to NJPA and NJPA Members, the scope of NJPA Membership, and the authority of NJPA Members to utilize our procurement contracts. 5.1.4.2 Your personnel will be needed to provide training regarding employee compensation and internal procedures when delivering the Contract opportunity, and how this Contract purchasing opportunity relates with other such opportunities available. 5.2 Success in marketing is dependent upon 1) the delivery of value as defined in section 1.4, 2) the delivery of knowledge of the program and its proper use and utility, and 3) the delivery of opportunity and reward which creates a personal commitment to the program. NJPA desires a marketing plan that: 5.2.1 identifies the value delivered in a competitively proposed national cooperative procurement contract by relieving both the NJPA Member and the Vendor/Vendor’s sales staff of the responsibility for bringing and answering many similar and individual RFP’s; and 5.2.2 identifies the appropriate Vendor personnel from both management and sales staff’s who will be trained on the use and utility of such a contract and a general schedule of when and how those individuals will be trained; and 5.2.3 identifies in general how the reward system for the marketing, delivery, and service chain of RFP 081411 22 of 47 the Vendor will be affected by the implementation of the proposed Contract and how that will be proposed to those individuals in terms of the value created for them and their departments in 5.1.1 above. 5.3 External Marketing Plan: NJPA is seeking the ability to serve all our current and potential members nationwide. The Proposer must demonstrate the ability to both market and service their products/services/services nationwide. Please demonstrate your sales and service force contains sufficient people in sufficient proximities, to receive the knowledge, opportunity, and reward in order to make a personal commitment to serving NJPA and NJPA Members nationwide. 5.4 The Proposer must exhibit the willingness and ability to develop marketing materials and participate in marketing venues such as: 5.4.1 Printed Marketing Materials. Proposer will initially produce and thereafter maintain full color print advertisements in camera ready electronic format including company logos, identifying the Vendor, the Vendor’s general utility for NJPA and NJPA Members, and contact information to be used by NJPA and NJPA Members in a full page, half page, and quarter page formats. These advertisements will be used in the NJPA Catalog and publications. 5.4.2 Press releases and advertisements. Proposer will identify a marketing plan identifying their anticipated press releases, contract announcements, advertisements in industry periodicals, or other direct or indirect marketing activities. 5.4.3 Proposer’s Website. Proposer will identify how an Awarded Contract will be displayed on the Proposer’s website. An on-line shopping experience for NJPA and NJPA Members is desired when applicable and will be viewed as a value-added attribute to a Proposer’s Response. 5.4.4 Trade Shows. Proposer will outline their proposed involvement in the promotion of a Contract resulting from this RFP through trade shows. Vendors are encouraged to identify trade- show, and other appropriate venues, for the promotion of any such Contract. Vendors are strongly encouraged to participate in cooperation with NJPA at the following NJPA embraced trade shows: NAEP National Association of Education Procurement I-ASBO International Association of School Business Officials NIGP National Institute of Government Purchasing 5.5 Proposer must also work in cooperation with NJPA to develop a marketing strategy and provide avenues to equally market and drive sales through the Contract and program to all NJPA Members nationally. Awarded Vendor agrees to actively market in cooperation with NJPA all available products/services to current and potential NJPA Members. NJPA reserves the right to deem a proposer non-responsive or to waive an award based on an unacceptable marketing plan. 5.6 As a part of this response, submit a complete Marketing Plan on how you would help NJPA rollout this program to current and potential NJPA Members. NJPA requires the Vendor actively promote the Contract in cooperation with the NJPA. Vendors are advised to consider marketing efforts in the areas of 1) Website Link from Vendors website to NJPA’s website, 2) Attendance and participation with a display booth at national trade shows as agreed upon/required by NJPA, and 3) Sales team and sales training programs involving both Vendor sales management and NJPA staff. NJPA requires awarded Vendors to offer the NJPA Contract opportunity to all current and qualified NJPA Members. 5.7 Facilitating NJPA Membership: Proposer should express their commitment to determine the membership status of their customers whom are eligible for NJPA Membership, AND their commitment RFP 081411 23 of 47 to establishing that membership. 5.7.1 Membership information: Proposer should further express their commitment to capturing sufficient member information as is deemed necessary by NJPA to appropriately facilitate membership and certain marketing activities as agreed to by NJPA and an Awarded contractor. 6. PROPOSAL OPENING PROCEDURE 6.1 Sealed and properly identified Proposer’s Responses for this RFP entitled “PASSENGER CARS, LIGHT DUTY, MEDIUM DUTY, AND HEAVY DUTY TRUCKS WITH RELATED ACCESSORIES” will be received by Gregg Meierhofer, Manager of Bids and Contracts, at NJPA Offices, 200 First Street NE, Staples, MN 56479 until the deadline for receipt of, and bid opening identified on page one of this RFP. The NJPA Director of Contracts and Marketing, or Representative from the NJPA Proposal Review Committee, will then read the Proposer’s names aloud. A summary of the responses to this RFP will be made available for public inspection in the NJPA office in Staples, MN. A letter or e-mail request is required to receive a complete RFP package. Send or communicate all requests to the attention of Gregg Meierhofer 200 1st Street Northeast Staples, MN 56479 or RFP@njpacoop.org to receive a complete copy of this RFP. Method of delivery needs to be indicated in the request; an email address is required for electronic transmission. Oral, facsimile, telephone or telegraphic Proposal Submissions or requests for this RFP are invalid and will not receive consideration. All Proposal Responses must be submitted in a sealed package. The outside of the package shall plainly identify “PASSENGER CARS, LIGHT DUTY, MEDIUM DUTY, AND HEAVY DUTY TRUCKS WITH RELATED ACCESSORIES” To avoid premature opening, it is the responsibility of the Proposer to label the Proposal Response properly. 7. EVALUATION OF PROPOSALS A. PROPOSAL EVALUATION PROCESS 7.1 NJPA will use a 1,000 Point Evaluation System to help determine the best overall Proposer(s) selection. Bonus points may be available for specific proposal characteristics identified such as “Green Product Certifications.” 7.2 NJPA reserves the right to use a “Cost Scoring Evaluation” through a product comparison process of like products/services. This process will establish points for submitted price levels. See Cost Scoring Evaluation. 7.3 NJPA shall use a final overall scoring system to include consideration for best price and cost evaluation. The total possible score is 1,000 points. NJPA reserves the right to assign any number of point awards or penalties it considers warranted if a Proposer stipulates exceptions, exclusions, or limitations of liabilities. 7.4 To qualify for the final evaluation, a Proposer must have been deemed responsive as a result of the criteria set forth under “Proposer Responsiveness.” 7.5 Responses will be evaluated first for responsiveness and thereafter for content. The NJPA Board of Directors will make awards to the selected Proposer(s) based on the recommendations of the Proposal Review Committee. 7.6 The procurement activities of the NJPA Proposal Review Committee are limited to document preparation, answering Proposer questions, advertising the solicitation, distribution of this RFP upon request, conducting an evaluation and making recommendation for possible approval to NJPA Board of Directors. RFP 081411 24 of 47 B. PROPOSER RESPONSIVENESS 7.7 Proposer’s Responses received after the deadline for submission will be invalid and returned to the Potential Proposer unopened. 7.8 An essential part of the proposal evaluation process is an evaluation to qualify the Proposer being considered. All proposals must contain answers or responses to the information requested in the proposal forms. Any Proposer failing to provide the required documentation may be considered non-responsive. 7.9 Deviations or exceptions stipulated in Proposer’s Response may result in the proposal being classified as non responsive. 7.10 To qualify for evaluation, a proposal must have been submitted on time and materially satisfy all mandatory requirements identified in this document. A proposal must reasonably and substantially conform to all the terms and conditions in the solicitation to be considered responsive. 7.11 The Proposal Review Committee shall utilize the following criteria to evaluate all proposals received. Items 1-4 constitute the test for “Level One Responsiveness” and are determined on the proposal opening date. “Level 2” responsiveness is determined through the evaluation of the remaining items listed below. These items are not arranged in order of importance and each item may encompass multiple areas of information requested. 1. The proposal response is received prior to the deadline for submission. 2. The proposal package was properly addressed and identified as a sealed bid with a specific opening date and time. 3. The proposal response contains the required certificate of liability insurance. 4. The proposal response contains original signatures on all documents requiring such. 5. Response’s conformance to terms and conditions as described in the solicitation, including documentation. 6. Possesses qualifications as a responding Proposer that meets or exceeds those set within the solicitation. 7. Information from references and past performance information including past member approval. 8. Demonstrates that they offer the most current industry standard products/services and/or services. 9. Demonstrates financial stability and a favorable banking line of credit. 10. Demonstrates their products/services and/or services proposed meet and/or exceed industry standards accepted by educational or governmental institutions. 11. Has demonstrated market place success and their past performance exhibit an acceptable reputation. 12. Demonstrates the company possesses the background, knowledge, capacity, and ability to sell, deliver, and support products/services offered to Members. 13. Has provided documentation defining, outlining, and describing their concept of a national marketing program they will be implementing to facilitate and coordinate the cooperative activities required by an awarded Contract. 14. Has provided all of the required and applicable documentation required i.e. insurance certificates, licenses, and/or registration certificates required to do business nationally. 15. Line-Item Pricing, in approved excel format, listing of all of the proposed products/services and warranty provisions with their associated units of costs. 16. Core List selection of products/services in Line-Item Pricing format 17. Hot List Pricing products/services in a Line-Item Pricing format (where applicable). 18. Contract Pricing submitted as requested to include core list or products/services, Line-Item Pricing and/or Percentage Discount from published gov/ed price list or Catalog. C. PROPOSAL EVALUATION CRITERIA RFP 081411 25 of 47 7.12 If a manufacturer or supplier chooses not to produce or supply goods and services to meet the scope of this RFP, such action will be considered sufficient cause to reduce evaluation points. 7.13 Consideration will be given in the award based on the completion and degree of information provided regarding available products, equipment, and accessories, as well as, applicable parts of the Proposer Information and Questionnaire. 7.14 The fact a manufacturer or supplier chooses not to produce or provide equipment products or services to meet the intent and scope of this RFP will not be considered sufficient cause to adjudge this RFP as restrictive. 7.15 The Proposer is required to have extensive knowledge and at least three (3) years experience with the related activities surrounding the selling of the equipment, service or related products offered. 7.16 NJPA reserves the right to accept or reject newly formed companies solely based on information provided in the proposal and/or its own investigation of the company. 7.17 Consideration will be given in the proposal evaluation based upon the selection, variety, technological advances, and demonstrated quality of products submitted, technological advances, and pricing. The ability of the Proposer to communicate the value of these factors and to demonstrate how the depth and breadth of their product and service offerings provide NJPA and NJPA Members with a sole source of responsibility within the scope of this RFP will be positively reviewed. 7.18 Consideration will also be given to proposals demonstrating technological advances, provide increased efficiencies, expanded service and other related improvements beyond today’s NJPA member’s needs and applicable standards. 7.19 Strong consideration will be given to a Proposer’s past performance, distribution model, and the demonstration their ability to effectively market and service NJPA Membership nationally. 7.20 Strong consideration will be given to the best price as it relates to the quality of the product and service. However, price is ultimately one of the factors taken into consideration in evaluation and award. 7.21 Evaluation of a Proposer’s Responses will take into consideration as a minimum response but not necessarily limited to the following: 1. Adherence to all requirements of this RFP as defined by industry standards. 2. Prior knowledge of and experience with a Proposer in terms of past performance and market place success. 3. Capability of meeting or exceeding current and future needs or requirements of NJPA and NJPA Members. 4. Evaluation of Proposer’s ability to market to and provide service to all NJPA Members nationally. 5. Financial condition of the Proposer. 6. Nature and extent of company data furnished in Proposer’s Response. 7. Quality of products, equipment, and services offered including value added related services. 8. History of member service to NJPA type customers. 9. Overall ability to perform sales, solutions and contract support as submitted. 10. Ability to meet service and warranty needs. 11. History of meeting shipping and delivery expectations of contracted products/ services. 12. Technology advancements and related provisions. 13. Ability to market and promote the Contract within current business practices. 14. Willingness to develop and enter into NJPA Contract and business relations. 15. Favorable bond rating and applicable industry standard licensing ability. RFP 081411 26 of 47 16. Past market place successes and brand recognition. 17. Demonstrated warranty and product/service responsibility. 7.22 The Proposer’s ability to follow the proposal preparation instructions set forth in this solicitation will also be considered to be an indicator of the Proposer’s ability to follow other future instructions should they receive an award as a result of this solicitation. Any Contract between NJPA and a Proposer requires the delivery of information and data. The quality of organization and writing reflected in the proposal will be considered an indication of the quality of organization and writing which would be prevalent if a Contract was awarded. As a result, the proposal will be evaluated as a sample of data submission. 7.23 Proposer’s Financial Statements- The Proposer’s financial statements are requested and reviewed to get a general feel for the size, strength, and probable scope of the Proposer. 7.24 NJPA reserves the right to reject the Proposer’s Response of the apparent successful Proposer where the available evidence or information does not exhibit the ability or intent to satisfy NJPA that the potential Vendor is unable to properly carry out the terms of this RFP and potential Contract. 7.25 NJPA shall reserve the right to reject any or all proposals. NJPA also reserves the right to reject a proposal not accompanied by required certificate of insurance, other data required by this RFP, or if a Proposer’s Response is incomplete or irregular. The NJPA shall reject all proposals where there has been collusion among the Proposers. 7.26 Overall Evaluation (FORM G) - The NJPA Proposal Review Committee will evaluate proposal received based on a 1,000 point evaluation system. The Committee will establish both the evaluation criteria and designate the relative importance of those criteria by assigning possible scores for each category. 7.27 Bonus Evaluation Points- Bonus evaluation points may be awarded by the NJPA Proposal Review Committee based on criteria identified as being both “optional” and “having additional value” D. COST SCORING EVALUATION 7.28 NJPA reserves the right to use this process in the event the evaluation committee feels it is necessary to make a final determination. 7.29 This process will be based on a point system with points being awarded for being low to high Proposer for each cost evaluation item selected. A “Market Basket” of identical (or substantially similar) products/services may be selected by the NJPA proposal Review Committee and the unit cost will be used as a basis for determining the point value. The “Market Basket:” will be selected by NJPA from all product categories as determined appropriate by NJPA. The low priced Proposer will receive the full point value and all other Proposers will receive points as follows: Lowest price Proposal = 5 (where there are five proposers), and inferior proposals = 4, 3, 2, 1 points each. The Total Score for each proposer will be the sum of all points earned. The result of this process shall not be the sole determination for award. E. PRODUCT TESTING 7.30 NJPA reserves the right to request and test products/services and/or services from the apparent successful Proposer. Prior to the award of the Contract, the apparent successful Proposer, if requested by NJPA, shall furnish current information and data regarding the Proposer’s resources, personnel, and organization within three (3) days. F. PAST PERFORMANCE INFORMATION 7.31 Past performance information is relevant information regarding a Proposer’s actions under RFP 081411 27 of 47 previously awarded contracts to schools, local, state, and governmental agencies and non-profit agencies. It includes the Proposer’s record of conforming to specifications and standards of good workmanship. The Proposer’s history for reasonable and cooperative behavior and commitment to member satisfaction shall be under evaluation. Ultimately, Past Performance Information can be defined as the Proposer’s businesslike concern for the interests of the NJPA Member. G. WAIVER OF FORMALITIES 7.32 NJPA reserves the right to waive any minor formalities or irregularities in any proposal and to accept proposals, which, in its discretion and according to the law, may be in the best interest of its members. 8. POST AWARD OPERATING ISSUES A. SUBSEQUENT AGREEMENTS 8.1 Purchase Order- Purchase Orders for goods and services may be executed between NJPA or NJPA Members (Purchaser) and awarded Vendor(s) or Vendor’s sub-contractors pursuant to this invitation and any resulting Contract. NJPA Members are instructed to identify on the face of such Purchase orders that “This purchase order is issued pursuant to NJPA procurement contract #XXXXXX.” A Purchase Order is an offer to purchase goods and services at specified prices by NJPA or NJPA Members pursuant to a Contract resulting from this RFP. Purchase Order flow and procedure will be developed jointly between NJPA and an Awarded Vendor after an award is made. 8.2 Governing Law- Purchase Orders, as identified above, shall be construed in accordance with, and governed by, the laws of a competent jurisdiction with respect to the purchaser. Each and every provision of law and clause required by law to be included in the Purchase Order shall be read and enforced as though it were included. If through mistake or otherwise any such provision is not included, or is not currently included, then upon application of either part the Contract shall be physically amended to make such inclusion or correction. The venue for any litigation arising out of disputes related to Purchase Order(s) shall be a court of competent jurisdiction to the Purchaser. 8.3 Additional Terms and Conditions- Additional terms and conditions to a Purchase Order may be proposed by NJPA, NJPA Members, or Vendors. Acceptance of these additional terms and conditions is OPTIONAL to all parties to the Purchase Order. The purpose of these additional terms and conditions is to, among other things; formerly introduce job or industry specific requirements of law such as prevailing wage legislation. Additional terms and conditions can include specific local policy requirements and standard business practices of the issuing Member. Said additional terms and conditions shall not interfere with the general purpose and intent of this RFP. 8.4 Asset Management Contracts: Asset Management type contracts can be initiated pursuant to a Contract resulting from this RFP at any time during the term of said Contract. The establishment of such Asset Management Contracts cannot exceed the authorized term of a Contract resulting from this RFP; however the Asset Management Contract term may extend beyond the maturity date of a Contract resulting from this RFP. 8.5 Specialized Service Requirements- In the event service requirements or specialized performance requirements such as e-commerce specifications, specialized delivery requirements, or other specifications and requirements not addressed in the Contract resulting from this RFP, NJPA Member and Vendor may enter into a separate, stand alone agreement, apart from a Contract resulting from this RFP. Any proposed service requirements or specialized performance requirements require pre-approval by Vendor. Any separate agreement developed to address these specialized service or performance requirements is exclusively between the NJPA Member and Vendor. NJPA, its agents, Members and employees shall not be made party to any claim for breach of such agreement. Product sourcing is not considered a service. NJPA Members will need to conduct procurements for any specialized services not identified in this Contract. RFP 081411 28 of 47 8.6 Performance Bond- At the request of the member, a Vendor will provide all performance bonds typically and customarily required in their industry. These bonds will be issued pursuant to the requirements of Purchase Orders for goods and services. If a purchase order is cancelled for lack of a required performance bond, it shall be the recommendation of NJPA that pending Purchase Orders with all NJPA Members be considered for cancellation. Each member has the final decision on Purchase Order continuation. ANY PERFORMANCE BONDING REQUIRED BY THE MEMBER OR CUSTOMER STATE LAWS OR LOCAL POLICY IS TO BE MUTUALLY AGREED UPON AND SECURED BETWEEN THE VENDOR AND THE CUSTOMER/MEMBER. B. NJPA MEMBER SIGN-UP PROCEDURE 8.7 Awarded Vendors will be responsible for familiarizing their sales and service forces with the various forms of NJPA Membership documentation and shall encourage and assist potential Members in establishing Membership C. REPORTING OF SALE ACTIVITY 8.8 A report of the total gross dollar volume of all products/services purchased by NJPA Members as it applies to this RFP and Contract will be provided quarterly to NJPA. The form and content of this reporting will be developed by NJPA in cooperation with the Vendor to include, but not limited to, name and address of purchasing agency, amount of purchase, and a description of the items purchased. D. AUDITS 8.9 During the Term, Vendor will, upon not less than fourteen (14) business days’ prior written request, make available to NJPA no more than once per calendar year, at Vendor’s corporate offices, during normal business hours, the invoice reports and/or invoice documents from Vendor pertaining to all invoices sent by Vendor and payments made by NJPA members for all products/services purchased under this Contract. NJPA may employ an independent auditor or NJPA may choose to conduct such audit on its own behalf. Vendor shall have the right to approve the independent auditor, which approval shall not be unreasonably withheld. Upon approval and after the auditor has executed an appropriate confidentiality agreement, Vendor will permit the auditor to review the relevant Vendor documents. NJPA shall be responsible for paying the auditor’s fees. The parties will make every reasonable effort to fairly and equitably resolve discrepancies to the satisfaction of both parties. Vendor agrees that the NJPA may audit their records with a reasonable notice to establish total compliance and to verify prices charged hereunder of the Contract are being met. Vendor agrees to provide verifiable documentation and tracking in a timely manner. E. HUB PARTNER 8.10 Hub Partner: Where Applicable, NJPA Members may, from time to time, request to be served in some way through a “Hub Partner” for the purposes of complying with a Law, Regulation, or Rule to which that individual NJPA Member deems to be applicable in their jurisdiction. Hub Partners may bring value to the proposed transactions through consultancy, Disadvantaged Business Entity Credits, or other considerations. 8.11 Hub Partner Fees: Fees, costs, or expenses from this Hub Partner levied upon a transaction resulting from this contract, shall be payable by the NJPA Member provide that: 8.11.1 The fees, costs, or expenses levied by the Hub Vendor must be clearly itemized in the transaction. and 8.11.2 To the extent that the he Vendor stands in the chain of title during a transaction resulting from this RFP, the documentation shall be documented to show it is “Executed for the Benefit of [NJPA Member Name]”. RFP 081411 29 of 47 F. TRADE-INS 8.12 Where Appropriate, the value in US Dollars, of Trade-ins will be negotiated between NJPA or an NJPA Member, and an Awarded Vendor. That identified “Trade-In” value shall be credited in full against the NJPA purchase price identified in a purchase order issued pursuant to any Awarded NJPA procurement contract. The full value of the trade-in will be consideration to that purchase order. G. OUT OF STOCK NOTIFICATION 8.13 Vendor shall immediately notify NJPA members upon receipt of order(s) when an out-of -stock occurs. Vendor shall inform the NJPA member regarding the anticipated date of availability for the out- of- stock item(s), and may suggest equivalent substitute(s). • The ordering organization shall have the option of accepting the suggested equivalent substitute, or canceling the item from the order. • Under no circumstance is Proposer permitted to make unauthorized substitutions. • Unfilled or substituted item(s) shall be indicated on the packing list. H. TERMINATION OF CONTRACT RESULTING FROM THIS RFP 8.14 NJPA reserves the right to cancel the whole or any part of a resulting Contract due to failure by the Vendor to carry out any obligation, term or condition as described in the below procedure. Prior to any termination for cause, the NJPA will provide written notice to the Vendor, opportunity to respond and opportunity to cure according to the steps in the procedure in this Cancellation Section. Some examples of material breach are the following: The Vendor provides material that does not meet reasonable quality standards and is not remedied under the warranty; The Vendor fails to ship the products or provide the services within a reasonable amount of time; NJPA has reason to believe the Vendor will not or cannot perform to the requirements of the Contract and issues a request for assurance as described herein and Vendor fails to respond; The Vendor fails to observe any of the material terms and conditions of the Contract; and/or, The Vendor fails to follow the established procedure for purchase orders, invoices and/or receipt of funds as established by the NJPA and the Vendor in the Contract. The Vendor fails to report quarterly sales volume; The Vendor fails to actively market this Contract within the guidelines provided in this RFP and the expectations of NJPA. 8.15 Each party shall follow the below procedure if the Contract is to be terminated for violations or non-performance issues: Step 1: Issue a warning letter outlining the violations and/or non-performance and state the length of time (10 days) to provide a response and correct the problem(s) if reasonably possible in such time frame. Step 2: Issue a letter of intent to cancel Contract, if the problem(s) is not resolved within fifty (50) days. Step 3: Issue letter to cancel Contract for cause. 8.16 Upon receipt of the written notice of concern, the Vendor shall have ten (10) business days to provide a satisfactory response to the NJPA. Failure on the part of the Vendor to reasonably address all issues of concern may result in Contract cancellation pursuant to this Section. 8.17 Any termination shall have no effect on purchases that are in progress at the time the cancellation is received by the NJPA. The NJPA reserves the right to cancel the Contract immediately for convenience, RFP 081411 30 of 47 without penalty or recourse, in the event the Vendor is not responsive concerning the remedy, the performance, or the violation issue within the time frame, completely or in part. 8.18 NJPA reserves the right to cancel or suspend the use of any Contract resulting from this RFP if the Vendor files for bankruptcy protection or is acquired by an independent third party. Prior to commencing services under this Contract, the Proposer/Vendor must furnish NJPA certification from insurer(s) proving level of coverage usual and customary to the specific industry. The coverage is to be maintained in full effect during the Contract period. Vendor must be willing to provide, upon request, certification of insurance to any NJPA member or member using this Contract. 8.19 Either party may execute Contract termination without cause with a required 60-day written notice of termination. Termination of Contract shall not relieve either party of financial, product or service obligations incurred or accrued prior to termination. 8.20 NJPA may cancel any Contract resulting from this solicitation without any further obligation if any NJPA employee significantly involved in initiating, negotiating, securing, drafting or creating the Contract on behalf of the NJPA is found to be in collusion with any Proposer to this RFP for their personal gain. Such cancellation shall be effective upon written notice from the NJPA or a later date if so designated in the notice given. A terminated Contract shall not relieve either party of financial, product or service obligations due to participating member or NJPA. 8.21 Events of Automatic termination to include: Vendor’s or NJPA’s voluntary or involuntary bankruptcy or insolvency; Vendor’s failure to remedy a material breach of a Contract resulting from this RFP within sixty (60) days of receipt of notice from NJPA specifying in reasonable detail the nature of such breach; and/or, Receipt of written information from any authorized agency finding activities of Vendors engaged in pursuant to a Contract resulting from this RFP to be in violation of the law. 9. GENERAL TERMS AND CONDITIONS A. ADVERTISEMENT OF RFP 9.1 As a policy, NJPA shall advertise this solicitation 1) for two consecutive weeks in both the print and on-line editions of the MINNEAPOLIS STAR TRIBUNE, 2) it shall be placed on a national wire service by the MINNEAPOLIS STAR TRIBUNE, 3) it shall be posted on NJPA’s website, 4) it shall be posted to the website of “Noticetobidders.com,” and 5) it shall be posted to other third-party websites deemed appropriate by NJPA. Other third party advertisers may include Onvia and Bidsync, B. ADVERTISING OF A CONTRACT RESULTING FROM THIS RFP 9.2 Proposer/Vendor shall not advertise or publish information concerning this Contract prior to the award being announced by the NJPA. Once the award is made, a Vendor is expected to advertise the awarded Contract to both current and potential NJPA Members. C. APPLICABLE LAW 9.3 NJPA Compliance with Minnesota Procurement Law: Contracts awarded through NJPA are intended to meet the procurement laws of all states and NJPA will exhaust all avenues to comply with as many state laws as possible. It is the responsibility of each participating NJPA member to insure to their satisfaction that these laws are satisfied. An individual NJPA member using these contracts is deemed by their own accord to be in compliance with proposal regulations. NJPA encourages the awarded Vendor to assist NJPA and the NJPA member in this research to the benefit of all involved. RFP 081411 31 of 47 9.4 Governing Law: All applicable portions of the Minnesota Uniform Commercial Code and all other applicable Minnesota laws shall govern contracts with the National Joint Powers Alliance®. Any claims pertaining to this RFP and any resulting Contract that develop between NJPA and any other party must be brought forth only in courts in Todd County in the State of Minnesota. 9.5 Vendor Compliance with applicable law: Vendor(s) shall comply with all federal, state, or local laws applicable to or pertaining to the sale of the products/services resulting from this RFP. All such laws, whether or not herein contained, shall be included by this reference. It shall be Proposer’s/Vendor’s responsibility to determine the applicability and requirements of any such laws and to abide by them. 9.6 Indemnity: Each party agrees it will be responsible for its own acts and the result thereof to the extent authorized by law and shall not be responsible for the acts of the other party and the results thereof. NJPA’s liability shall be governed by the provisions of the Minnesota Tort Claims Act, Minnesota Statutes, Section §3.736, and other applicable law. 9.7 Prevailing Wage: It shall be the responsibility of the Vendor to comply, when applicable, with prevailing wage legislation in effect in the jurisdiction of the purchaser (NJPA or NJPA Member). It shall be the responsibility of the Vendor to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of this Contract and adjust wage rates accordingly. 9.8 Patent and Copyright infringement: If an article sold and delivered to NJPA or NJPA Members hereunder shall be protected by any applicable patent or copyright, the Vendor agrees to indemnify and save harmless NJPA and NJPA Members against any and all suits, claims, judgments, and costs instituted or recovered against it by any person whosoever on account of the use or sale of such articles by NJPA or NJPA Members in violation or right under such patent or copyright. D. ASSIGNMENT OF CONTRACT 9.9 No right or interest in this Contract shall be assigned or transferred by the Proposer/Vendor without prior written permission by the NJPA. No delegation of any duty of the Proposer/Vendor shall be made without prior written permission of the NJPA. The NJPA shall notify the members within fifteen (15) days of receipt of written notice by the Vender. After issuance the awarded Contract may be reassigned to a comparable Vendor at the discretion of NJPA. 9.10 If the original Vendor sells or transfers all assets or the entire portion of the assets used to perform this Contract, a successor in interest must guarantee to perform all obligations under this Contract. NJPA reserves the right to reject the acquiring person or entity as a Vendor. A simple change of name agreement will not change the contractual obligations of the Vendor. E. PROPOSERS LIST 9.11 NJPA will not maintain or communicate to a proposers list. All interested proposers must respond to the solicitation as a result of one of the methods of proposal advertisements listed above. Because of the scope of the potential Members and national Vendors, NJPA has determined this to be the best method of fairly soliciting proposals. F. CAPTIONS, HEADINGS, AND ILLUSTRATIONS 9.12 The captions, illustrations, headings, and subheadings in this solicitation are for convenience and ease of understanding and in no way define or limit the scope or intent of this request. RFP 081411 32 of 47 G. CONFIDENTIAL INFORMATION 9.13 If a Proposer wishes to withhold any part of its proposal from public inspection, then a statement advising the NJPA of this fact shall accompany the submission. NJPA shall review the statement to determine whether the information shall be withheld. If NJPA determines to disclose the information, the Executive Director of NJPA shall inform the Proposer, in writing, of such determination prior to award of Contract to Proposer. H. DATA PRIVACY 9.14 Proposer agrees to abide by all applicable STATE and FEDERAL laws and regulations including HIPPA concerning the handling and disclosure of private and confidential information regarding individuals. Proposer agrees to hold NJPA harmless from its unlawful disclosure and/or use of private/confidential information. I. ENTIRE AGREEMENT 9.15 The Contract, as defined herein, shall constitute the entire understanding between the parties to that Contract. 9.16 A Contract resulting from this RFP is formed when the NJPA Board of Directors approves and signs the applicable Acceptance and Award Form document (see Form D). J. FORCE MAJEURE 9.17 Except for payments of sums due, neither party shall be liable to the other nor deemed in default under this Contract if and to the extent that such party’s performance of this Contract is prevented due to force majeure. The term “force majeure” means an occurrence that is beyond the control of the party affected and occurs without its fault or negligence including, but not limited to, the following: acts of God, acts of the public enemy, war, riots, strikes, mobilization, labor disputes, civil disorders, fire, flood, snow, earthquakes, tornadoes or violent wind, tsunamis, wind shears, squalls, Chinooks, blizzards, hail storms, volcanic eruptions, meteor strikes, famine, sink holes, avalanches, lockouts, injunctions- intervention-acts, terrorist events or failures or refusals to act by government authority and/or other similar occurrences where such party is unable to prevent by exercising reasonable diligence. The force majeure shall be deemed to commence when the party declaring force majeure notifies the other party of the existence of the force majeure and shall be deemed to continue as long as the results or effects of the force majeure prevent the party from resuming performance in accordance with a Contract resulting from this RFP. Force majeure shall not include late deliveries of products/services caused by congestion at a manufacturer’s plant or elsewhere, an oversold condition of the market, inefficiencies, or other similar occurrences. If either party is delayed at any time by force majeure, then the delayed party shall notify the other party of such delay within forty-eight (48) hours. K. GRATUITIES 9.18 NJPA may cancel this Contract by written notice if it is found that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Proposer/Vendor or any agent or representative of the Proposer/Vendor, to any employee of the NJPA are deemed to be excessive with a view toward securing a contract or with respect to the performance of this Contract. L. HAZARDOUS SUBSTANCES 9.19 Proper Material Safety Data Sheets (MSDS), in compliance with OSHA’s Hazard Communication Standard, must be provided by the Vendor to NJPA or NJPA Member at the time of purchase. RFP 081411 33 of 47 M. LEGAL REMEDIES 9.20 All claims and controversies between NJPA and Vendor shall be subject to the laws of the State of Minnesota and are to be resolved in Todd County, Minnesota, the county in which NJPA is domiciled. N. LICENSES 9.21 Proposer/Vendor shall maintain a current status on all required federal, state, and local licenses, bonds and permits required for the operation of the business conducted by the Proposer/Vendor. 9.22 All responding Proposers must be licensed (where required) and have the authority to sell and distribute offered products/services to NJPA and NJPA Members in all states. Documentation of said licenses and authorities, if applicable, is requested. O. MATERIAL SUPPLIERS AND SUB-CONTRACTORS 9.23 The apparent successful Vendor shall be required to supply the names and addresses of sourcing suppliers and sub-contractors when requested. 9.24 Awarded Vendors under this RFP will be the sole source of responsibility for transactions originating that award. The Awarded Vendor is solely responsible for products/services and services provided by third party sourcing or service providers. P. NON-WAIVER OF RIGHTS 9.25 No failure of either party to exercise any power given to it hereunder, nor to insistence upon strict compliance by the other party with its obligations hereunder, and no custom or practice of the parties at variance with the terms hereof, nor any payment under a Contract resulting from this RFP shall constitute a waiver of either party’s right to demand exact compliance with the terms hereof. Failure by NJPA to take action or assert any right hereunder shall not be deemed as waiver of such right. Q. PROTESTS OF AWARDS MADE 9.26 Protests shall be filed with the NJPA’s Executive Director and shall be resolved in accordance with appropriate state statutes of Minnesota. Protests will only be accepted from Proposers. A protest must be in writing and filed with NJPA. A protest of an award or proposed award must be filed within ten (10) days after the public notice or announcement of the award. No protest shall lie for a claim that the selected Proposer is not a responsible Proposer. A protest must include: 1. The name, address and telephone number of the protester; 2. The original signature of the protester or its representative; 3. Identification of the solicitation by RFP number; 4. Identification f the statute or procedure that is alleged to have been violated; 5. A precise statement of the relevant facts; 6. Identification of the issues to be resolved; 7. The aggrieved party’s argument and supporting documentation. R. PROVISIONS REQUIRED BY LAW 9.27 Proposer/Vendor agrees in the performance of a Contract resulting from this RFP, it has complied with or will comply with all applicable statutes, laws, regulations, and orders of the United States and any State thereof. RFP 081411 34 of 47 S. PUBLIC RECORD 9.28 All proposals submitted to this invitation shall become the property of the NJPA and will become a matter of public record and available for review subsequent to the award notification. Proposals may be viewed by appointment at the NJPA offices Monday through Friday from 8:30 a.m. to 3:30 p.m. T. RIGHT TO ASSURANCE 9.29 Whenever one party to this Contract has reason to question the other party’s intent to perform, he/she may demand a written assurance of this intent. In the event a demand is made and no written assurance is given, the demanding party may treat this failure as an anticipatory repudiation of the Contract provided, however, in order to be effective, any such demand shall be addressed to the authorized signer for the party from whom the assurance is being sought, and sent via U.S. Postal Service, certified mail, return receipt requested or national overnight delivery service with proof of delivery. U. SUSPENSION OR DISBARMENT STATUS 9.30 If within the past five (5) years, any firm, business, person or Proposer submitting a proposal has been lawfully precluded from participating in any public procurement activity with a federal, state or local government, the Proposer must include a letter with its response setting forth the name and address of the public procurement unit, the effective date of the suspension or debarment, the duration of the suspension or debarment and the relevant circumstances relating to the suspension or debarment. Any failure to supply such a letter or to disclose pertinent information may result in the cancellation of any Contract. By signing the proposal affidavit, the Proposer certifies that no current suspension or debarment exists. V. HUMAN RIGHTS CERTIFICATE 9.31 If Proposer is not domiciled in Minnesota and has NOT on any single working day in the past year, employed more than 40 employees in the State of Minnesota, Proposer must provide a statement to that effect. 9.32 If Proposer is not domiciled in Minnesota and has on any single working day in the past year, employed more than 40 employees in the State of Minnesota, Proposer must document their application for a Human Rights Certificate issued by the Minnesota Commissioner of Human Rights. Proposer must also document receipt by the Minnesota Commissioner of Human Rights of that application and the Proposer’s affirmative action plan for the employment of minority persons, women, and qualified disabled individuals. 9.33 If Proposer is domiciled in Minnesota and has on any single working day in the past year, employed more than 40 employees in the State of Minnesota, Proposer must provide a copy of their “Certificate of Compliance” from the Commissioner of the Minnesota Department of Human Rights. W. SEVERABILITY 9.34 In the event that any of the terms of a Contract resulting from this RFP are in conflict with any rule, law, statutory provision or are otherwise unenforceable under the laws or regulations of any government or subdivision thereof, such terms shall be deemed stricken from a Contract resulting from this RFP, but such invalidity or unenforceability shall not invalidate any of the other terms of a Contract resulting from this RFP. X. RELATIONSHIP OF PARTIES 9.35 No Contract resulting from this RFP shall be considered a contract of employment. The relationship between NJPA and an Awarded Contractor is one of independent contractors each free to exercise judgment and discretion with regard to the conduct of their respective businesses. The parties do not RFP 081411 35 of 47 intend the proposed Contract to create, or is to be construed as creating a partnership, joint venture, master-servant, principal–agent, or any other relationship. Except as provided elsewhere in this RFP, neither party may be held liable for acts of omission or commission of the other party and neither party is authorized or has the power to obligate the other party by contract, agreement, warranty, representation or otherwise in any manner whatsoever except as may be expressly provided herein. RFP 081411 36 of 47 PROPOSER QUESTIONNAIRE Form A Proposer Name: _________________________________________________________________________ Questionnaire completed by: ______________________________________________________________ Please provide an answer to all questions below and address all requests made in this RFP. Please use the Microsoft Word/Excel document version of this questionnaire to respond to the questions contained herein. Please provide your answer to each question indented below the question. Please supply any applicable supporting information and documentation you feel appropriate in addition to answers entered to the Word document. All information must be typed, organized, and easily understood by evaluators. Company Information 1) Why did you respond to this RFP? 2) Provide a brief history of your company that includes its goals and philosophy. 3) Provide profiles and an organizational chart for key sales and marketing executives of your company that will oversee the implementation and operation of a Contract resulting from this RFP. 4) How long has your company has been in the PASSENGER CARS, LIGHT DUTY, MEDIUM DUTY, AND HEAVY DUTY TRUCKS WITH RELATED ACCESSORIES, industry? 5) Is your organization best described as a manufacturer or a distributor/dealer/re-seller for a manufacturer of the products and services being proposed? a) If the Proposer is best described as a re-seller, manufacturer aggregate, or distributor, please provide evidence of your authorization as a dealer/re-seller/manufacturer aggregate for the manufacturer of the products you are proposing. b) If the Proposer is best described as a manufacturer, please describe your relationship with your sales/service force and/or Dealer Network in delivering the products and services proposed. Are these people your employees, or the employees of a third party? 6) For public companies, provide your most recent annual report to shareholders. 7) For private companies, provide your most recent year-end financial statements, your bond rating, and/or a credit reference from your bank. 8) Provide a discussion of licenses and certifications both required to be held, and actually held by your organization in pursuit of the commerce contemplated by this RFP. 9) Provide a discussion of licenses and certifications both required to be held, and actually held by third parties and sub- contractors to your organization in pursuit of the commerce contemplated by this RFP. If not applicable, please respond with “Not Applicable.” Industry-Marketplace Successes 10) List and document recent industry awards and recognition. 11) Supply three references/testimonials from customers similar to NJPA Members. Please include the customer’s name, contact, and phone number. 12) Provide names and addresses of the top five (5) governmental or education customers and dollar volumes from the past year. 13) Provide documentation indicating the total dollar volume for each of your sales to government, education, and non- profit agencies for the last three (3) fiscal years. Proposer’s ability to sell and service nationwide. 14) Please describe your sales force in terms of numbers, geographic dispersion, and the proportion of their attention focused on the sale of the products/services contemplated in this RFP? a) Are these individuals your employees, or RFP 081411 37 of 47 are they employees of a third party? 15) Please describe your service force in terms of numbers, geographic dispersion, and the proportion of their attention focused on the sale of the products/services contemplated in this RFP? a) Are these individuals your employees, or are they employees of a third party? 16) Describe in detail your customer service program regarding process and procedure. Please include, where appropriate, response time commitments. 17) Identify any geographic areas or NJPA market segments of the United States you will NOT be serving through the proposed contract. 18) Identify any of NJPA Member segments you will NOT be serving? (Government, Education, Non-profit) Marketing Plan 19) Describe your training program for both greet-the-public and sales management levels relating to a NJPA award. 20) Describe your general marketing program strategy to promote the proposed Contract nationally. 21) Describe your marketing material, and overall marketing ability, relating to promoting this type of partnership and contract opportunity. As much as possible, please send marketing materials in electronic format only to save paper. 22) Describe your use of technology and the internet to provide marketing and product awareness. 23) Describe your perception of NJPA’s role in marketing the partnership and your products/services. 24) Describe the unique quality of the products/services in your proposal in relationship to others available in the market. Value Added Attributes 25) Describe any training programs available as options for members. 26) Describe technological advances your proposal products/services offer. 27) Describe your “Green” program as it relates to your company, your products, and your recycling program, including a list of all green products accompanied by the certifying agency for each. 28) Describe any Women or Minority Business Entity (WMBE) or Small Business Entity (SBE) accreditations of your organization directly involved in a Contract resulting from this RFP. 29) Identify any other unique or custom value added attributes. 30) Identify any service contract options included in the proposed price, or offered as a proposed option, for the products or services being offered. 31) Identify your ability and willingness to service Canada specifically and internationally in general. 32) Describe any unique distribution method employed in your proposal. Payment Terms and Financing Options 33) Identify your payment terms. (Net 30, etc.) 34) Identify any applicable leasing or other financing options as defined herein. 35) Briefly describe your proposed order process for this proposal and contract award. (Note: order process may be modified or refined during an NJPA member’s final Contract phase process). Warranty 36) Describe, in detail, your Warranty Program including conditions to qualify, claims procedure, and overall structure. 37) Do all warranties cover all material and labor? 38) Do warranties impose usage limit restrictions? 39) Do warranties cover the technicians travel time to perform warranty repairs? 40) Please list any other limitations or circumstances that would not be covered under your warranty. 41) Please list any geographic regions of the United States for which you cannot provide a certified technician to perform warranty repairs. How do NJPA Members in these regions receive warranty work? Other Cooperative Procurement Contracts Held 42) Identify all cooperative governmental procurement contracts which are marketed in more than one state held or utilized by the Proposer. RFP 081411 38 of 47 43) Identify all government or state procurement contracts held or utilized by the Proposer with any State of the United States. 44) Identify any GSA Contracts held or utilized by the Proposer. 45) If you are awarded the NJPA contract, are there any market segments (e.g., higher education, county governments, etc.) or geographical markets where the NJPA contract will not be your primary contract purchasing vehicle? If so, please identify those markets and which cooperative purchasing agreement will be your primary vehicle. Products/Services and Pricing 46) Provide a general narrative description of the products/services and services you are offering in your proposal. 47) Provide a general narrative description of your pricing model identifying how the model works (line item and/or percentage discount). 48) Propose a strategy, process, and specific method of facilitating “Sourced Goods” solution as defined herein. 49) Provide an overall statement of method of pricing for individual line items, catalogs and category pricing with regard to all products/services and being proposed. Provide a SKU number for each item being proposed. 50) Provide a “CORE LIST” of products/services (as anticipated and defined by Proposer to meet or exceed the NJPA members needs) as a separate and named spreadsheet. Include special pricing, if any, on these items. 51) Provide, if any, your volume rebate programs 52) Identify any Total Cost of Acquisition (as defined herein) cost(s) which is NOT included “Pricing” submitted with your proposal response. Identify to whom these items are payable and their relationship to Proposer. 53) As an important part of the evaluation of your offer, you must indicate the level of pricing you are offering. Prices offered in this proposal are: ________ a. The same as typically offered to an individual municipality or school district. ________ b. The same as typically offered to cooperative procurement organizations or state purchasing departments. ________ c. Better than typically offered to cooperative procurement organizations or state purchasing departments. (Your proposal will be considered “Non-Responsive” if this question is not answered.) 54) Do you offer quantity or volume discounts? _____ YES _____ NO Outline guidelines and program. 55) Describe your shipping, exchange and return program(s) and policy(s). Also specifically identify those programs as they relate to Alaska and Hawaii. 56) Identify the Proposer’s proposal for an administrative fee payable to NJPA for facilitation and promotion of the Contract opportunity invited here. This fee should be calculated as a percentage of Contract sales. Authorized Signature (Same signature as on Proposal Affidavit Signature and Acceptance Form) RFP111010 Page 39 of 47 Form B PROPOSER INFORMATION Company Name: _________________________________________________________________________ Address: ________________________________________________________________________________ City/State/Zip: ___________________________________________________________________________ Phone: _____________________________________ Fax: ____________________________________ Toll Free Number: ___________________________ E-mail: __________________________________ Web site: _______________________________________________________________________________ Voids sometimes exist between management (those who respond to RFPs) and sales staff (those who contact NJPA Members) that result in communication problems. Due to this fact, provide the names of your key sales people, phone numbers, and geographic territories for which they are responsible COMPANY PERSONNEL CONTACTS Contract Manager: _________________________________________________________________________ Email: ________________________________________ Phone: ____________________________________ Name: _________________________________________Title:______________________________________ Email: _______________________________________ Phone: ____________________________________ Name: _________________________________________Title:______________________________________ Email: ________________________________________ Phone: ____________________________________ Name: _________________________________________Title:___________________________________________ Email: ________________________________________ Phone: ____________________________________ Name: _________________________________________Title:___________________________________________ Email: ________________________________________ Phone: ____________________________________ Name: _________________________________________Title:___________________________________________ Email: ________________________________________ Phone: ____________________________________ Name: _________________________________________Title:___________________________________________ Email: ________________________________________ Phone: ____________________________________ RFP111010 Page 40 of 47 EXCEPTIONS TO PROPOSAL, TERMS, CONDITIONS AND SPECIFICATIONS REQUEST Form C Company Name: _____________________________________________________________________________ Note: Original must be signed and inserted in the inside front cover pouch. Any exceptions to the Terms, Conditions, Specifications, or Proposal Forms contained herein shall be noted in writing and included with the proposal submittal. Please sign and date the bottom of each page of this document. RFP Page Number Section Term, Condition, or Specification Exception RFP111010 Page 41 of 47 Proposal Offering And Acceptance and Award RFP #102811 FORM D PASSENGER CARS, LIGHT DUTY, MEDIUM DUTY, AND HEAVY DUTY TRUCKS WITH RELATED ACCESSORIES, Proposal Offering (To be completed Only by Proposer) In compliance with the Request for proposal (RFP) for PASSENGER CARS, LIGHT DUTY, MEDIUM DUTY, AND HEAVY DUTY TRUCKS WITH RELATED ACCESSORIES, the undersigned warrants that I/we have examined this RFP and, being familiar with all of the instructions, terms and conditions, general specifications, expectations, technical specifications, service expectations and any special terms, do hereby offer and agree to furnish the defined products/services and services in compliance with all terms, conditions of this RFP, any applicable amendments of this RFP, and all Proposer’s Response documentation. Proposer further understands they are the sole offeror herein and that the performance of any sub-contractors employed by the Proposer in fulfillment of this offer is the sole responsibility of the Proposer. Company Name: _______________________________ Date: ___________________________________________ Company Address: _______________________________________________________________________________ City:_________________________________________ State: ____________ Zip: __________________________ Contact Person: ________________________________ Title: ___________________________________________ Authorized Signature (ink only): ___________________________________________________________________ (Name printed or typed) Contract Acceptance and Award (To be completed only by NJPA) Your proposal offering is hereby accepted and awarded. As an awarded Proposer, you are now bound to provide the defined goods and services contained in your proposal offering according to all terms, conditions, and pricing set forth in this RFP, any amendments to this RFP, and the Proposer’s Response. The effective date of the Contract be ______________, __________ and continue for four years thereafter AND which is subject to annual renewal at the option of both parties. National Joint Powers Alliance® (NJPA) NJPA Authorized signature: _______________________________________________________________________ (Name printed or typed) Title: ____Executive Director NJPA____________________________________ Awarded this ________________ day of ____________________________ Contract Number # 102811 NJPA Authorized signature: ________________________________________________________________________ (Name printed or typed) Title: _____________________________________________________________ Executed this ________________ day of ____________________________ Contract Number # 102811 RFP 111010 Page 42 of 47 PROPOSER ASSURANCE OF COMPLIANCE Form E Proposal Affidavit Signature Page PROPOSER’S AFFIDAVIT The undersigned, representing the persons, firms and corporations joining in the submission of the foregoing proposal (such persons, firms and corporations hereinafter being referred to as the “Proposer”), being duly sworn on his/her oath, states to the best of his/her belief and knowledge: 1. The undersigned certifies the Proposer is submitting their proposal under their true and correct name, the Proposer has been properly originated and legally exists in good standing in its state of residence, that the Proposer possesses, or will posses prior to the delivery of any goods and services, all applicable licenses necessary for such delivery, and that they are authorized to act on behalf of, and encumber the “Proposer” in this Contract, and 2. To the best of my knowledge, no Proposer or Potential Proposer, nor any person duly representing the same, has directly or indirectly entered into any agreement or arrangement with any other Proposers, Potential Proposers, any official or employee of the NJPA, or any person, firm or corporation under contract with the NJPA in an effort to influence either the offering or non-offering of certain prices, terms, and conditions relating to this RFP which tends to, or does, lessen or destroy free competition in the letting of the Contract sought for by this RFP, and 3. The Proposer or any person on his/her behalf, has not agreed, connived or colluded to produce a deceptive show of competition in the manner of the proposal or award of the referenced contract, and 4. Neither I, the Proposer, nor, any officer, director, partner, member or associate of the Proposer, nor any of its employees directly involved in obtaining contracts with the NJPA or any subdivision of the NJPA, has been convicted of false pretenses, attempted false pretenses or conspiracy to commit false pretenses, bribery, attempted bribery or conspiracy to bribe under the laws of any state or federal government for acts or omissions after January 1, 1985, and 5. The Proposer has examined and understands the terms, conditions, scope, contract opportunity, specifications request and other documents of this solicitation and that any and all exceptions have been noted in writing and have been included with the proposal submittal, and 6. If awarded a contract, the Proposer will provide the products/services and/or services to qualifying members of the NJPA in accordance with the terms, conditions, scope of this RFP, Proposer offered specifications and other documents of this solicitation, and 7. The undersigned, being familiar with expectations and specifications request outlined in this RFP under consideration, hereby proposes to deliver through valid service request, Purchase Orders or forms for NJPA Members per this RFP, only new, unused and first quality products/services and services to designated NJPA Members, and 8. The Proposer has carefully checked the accuracy of all items and listed total price per item in this proposal. In addition, the Proposer accepts all general terms and conditions of this RFP, including all responsibilities of commitment and delivery of services as outlined, and 9. In submitting this proposal, it is understood that the right is reserved by the NJPA to reject any or all proposals and it is agreed by all parties that this proposal may not be withdrawn during a period of 90 days from the date proposals were opened regarding this RFP, and 10. The Proposer certifies that in performing this Contract they will comply with all applicable provisions of the federal, state, and local laws, regulations, rules, and orders, and 11. If Proposer has more than 40 employees in the state in which their principal place of business is located, Proposer RFP 111010 Page 43 of 47 hereby certifies their compliance with federal affirmative action requirements. Company Name: Contact Person for Questions: _____________________ Phone: _______________________________________ (Must be individual who is responsible for filling out this Proposer’s Response form) Address: ____________________________________________________________________________________ City/State/Zip: _______________________________________________________________________________ Telephone Number: _____________________________ Fax Number: _________________________________ E-mail Address:______________________________________________________________________________ Authorized Signature: _________________________________________________________________________ Authorized Name (typed): ______________________________________________________________________ Title: _______________________________________________________________________________________ Date: _______________________________________________________________________________________ Notarized Subscribed and sworn to before me this ______________ the day of ___________________ , 20______________ Notary Public in and for the County of __________________________________________ State of __________ My commission expires: _______________________________________________________________________ Signature: __________________________________________________________________________________ RFP 111010 Page 44 of 47 Form G. OVERALL EVALUATION AND CRITERIA In accordance with accepted standards of competitive sealed proposal awards as set forth in the Minnesota Procurement Code, competitive sealed proposals/awards will be made to responsible Proposers whose proposals are determined in writing to be responsive and also be the most advantageous to NJPA and its NJPA Members. To qualify for the final evaluation, a Proposer must have been deemed responsive as a result of the criteria set for “Proposer Responsiveness.” A proposal must have been submitted on time and materially satisfy all mandatory requirements identified in this document. Evaluation for:____________________________________________________________________ For the Proposed Subject PASSENGER CARS, LIGHT DUTY, MEDIUM DUTY, AND HEAVY DUTY TRUCKS WITH RELATED ACCESSORIES, The evaluation criteria for this solicitation, not arranged in order of importance: Available Points Points Awarded Conformance to terms and conditions to include documentation 75 Pricing 300 Industry and Marketplace Successes 50 Bidder's Ability to Sell and Service Contract Nationally 100 Bidder's Marketing Plan 75 Value Added Attributes 75 Invoicing Payment Terms and Financing Options 25 Warranty Coverages and Information. 100 Selection and Variety of Products and Services Offered 200 Total Points 1000 0 Bonus Points awarded for: Bidders "Green" characteristics 50 Bidders Dissadvantaged Business Entity Charactoristics 50 Overall Evaluation Points 1100 0 Proposed Reviewed by: _________________________________________ Its_________________________________ _________________________________________ Its_________________________________ RFP 111010 Page 45 of 47 FORM H State Of Minnesota – Affirmative Action Certification If your response to this solicitation is or could be in excess of $100,000, complete the information requested below to determine whether you are subject to the Minnesota Human Rights Act (Minnesota Statutes 363A.36) certification requirement, and to provide documentation of compliance if necessary. It is your sole responsibility to provide this information and—if required—to apply for Human Rights certification prior to the due date and time of the proposal or proposal and to obtain Human Rights certification prior to the execution of the contract. The State of Minnesota is under no obligation to delay proceeding with a contract until a company receives Human Rights certification BOX A – For companies which have employed more than 40 full-time employees within Minnesota on any single working day during the previous 12 months. All other companies proceed to BOX B. Your response will be rejected unless your business: has a current Certificate of Compliance issued by the Minnesota Department of Human Rights (MDHR) –or– has submitted an affirmative action plan to the MDHR, which the Department received prior to the date and time the responses are due. Check one of the following statements if you have employed more than 40 full-time employees in Minnesota on any single working day during the previous 12 months: We have a current Certificate of Compliance issued by the MDHR. Proceed to BOX C. Include a copy of your certificate with your response. We do not have a current Certificate of Compliance. However, we submitted an Affirmative Action Plan to the MDHR for approval, which the Department received on __________________ (date). [If the date is the same as the response due date, indicate the time your plan was received: ________ (time). Proceed to BOX C. We do not have a Certificate of Compliance, nor has the MDHR received an Affirmative Action Plan from our company. We acknowledge that our response will be rejected. Proceed to BOX C. Contact the Minnesota Department of Human Rights for assistance. (See below for contact information.) Please note: Certificates of Compliance must be issued by the Minnesota Department of Human Rights. Affirmative Action Plans approved by the Federal government, a county, or a municipality must still be received, reviewed, and approved by the Minnesota Department of Human Rights before a certificate can be issued. BOX B – For those companies not described in BOX A Check below. We have not employed more than 40 full-time employees on any single working day in Minnesota within the previous 12 months. Proceed to BOX C. BOX C – For all companies By signing this statement, you certify that the information provided is accurate and that you are authorized to sign on behalf of the responder. You also certify that you are in compliance with federal affirmative action requirements that may apply to your company. (These requirements are generally triggered only by participating as a prime or subcontractor on federal projects or contracts. Contractors are alerted to these requirements by the federal government.) Name of Company: Date Authorized Signature: Telephone number: Printed Name: Title: For assistance with this form, contact: Minnesota Department of Human Rights, Compliance Services Section Mail: 190 East 5th St., Suite 700 St. Paul, MN 55101 TC Metro: (651) 296-5663 Toll Free: 800-657-3704 Web: www.humanrights.state.mn.us Fax: (651) 296-9042 TTY: (651) 296-1283 RFP 111010 Page 46 of 47 Form I State of Minnesota — Immigration Status Certification By order of the Governor’s Executive Order 08-01, vendors and subcontractors MUST certify compliance with the Immigration Reform and Control Act of 1986 (8 U.S.C. 1101 et seq.) and certify use of the E-Verify system established by the Department of Homeland Security. E-Verify program information can be found at http://www.dhs.gov/ximgtn/programs. If any response to a solicitation is or could be in excess of $50,000, vendors and subcontractors must certify compliance with items 1 and 2 below. In addition, prior to the delivery of the product or initiation of services, vendors MUST obtain this certification from all subcontractors who will participate in the performance of the contract. All subcontractor certifications must be kept on file with the contract vendor and made available to the state upon request. 1. The company shown below is in compliance with the Immigration Reform and Control Act of 1986 in relation to all employees performing work in the United States and does not knowingly employ persons in violation of the United States immigration laws. The company shown below will obtain this certification from all subcontractors who will participate in the performance of this contract and maintain subcontractor certifications for inspection by the state if such inspection is requested; and 2. By the date of the delivery of the product and/or performance of services, the company shown below will have implemented or will be in the process of implementing the E-Verify program for all newly hired employees in the United States who will perform work on behalf of the State of Minnesota. I certify that the company shown below is in compliance with items 1 and 2 above and that I am authorized to sign on its behalf. Name of Company: _____________________________________ Date: ___________________________________ Authorized Signature: _______________________________________ Telephone Number: ________________________ Printed Name: ___________________________________________ Title: ___________________________________ If the contract vendor and/or the subcontractors are not in compliance with the Immigration Reform and Control Act, or knowingly employ persons in violation of the United States immigration laws, or have not begun or implemented the E-Verify program for all newly hired employees in support of the contract, the state reserves the right to determine what action it may take. This action could include, but would not be limited to cancellation of the contract, and/or suspending or debarring the contract vendor from state purchasing. For assistance with the E-Verify Program Contact the National Customer Service Center (NCSC) at 1-800-375-5283 (TTY 1-800-767-1833). For assistance with this form, contact: E-mail: MMDHelp.Line@state.mn.us Telephone: 651.296.2600 Persons with a hearing or speech disability may contact us by dialing 711 or 1.800.627.3529 Mail: 112 Administration Bldg, 50 Sherburne Ave. St. Paul, MN 55155 Page 47 of 47 Pre-submission Checklist Have you read and understood the RFP? Have you attended the Pre-Bid Conference for this RFP? Have you completed the questionnaire (Form A) to the best of your ability? Have you submitted pricing for all of the goods and services you offer within the scope of this RFP? Have you submitted a “Sourced Goods Multiplier? Have you packaged your bid submission identifying conspicuously “Competitive Bid Enclosed, Please hold for public opening XX-XX-XXX”. Have you sent your package in sufficient time for physical delivery at 200 1st ST NE Staples, MN 56479 will occur prior to the deadline for delivery? Have you submitted original completed and executed forms C,D,E,H, and I from this RFP? Have you submitted verification of liability insurance with the coverage and limits required in the RFP? Have you provided an electronic copy (saved on a CD or flash drive) of your entire proposal including, but not limited to, Forms A,B,C, D,E,H, and I in your proposal? City of Palo Alto (ID # 4826) City Council Staff Report Report Type: Consent Calendar Meeting Date: 8/18/2014 City of Palo Alto Page 1 Summary Title: Utilities Department Public Benefits Program Five Contract Amendments Title: Approval and Authorization for the City Manager to Execute 5 Utilities Public Benefits Program Contract Amendments Extending Each Contract Term through June 30, 2015: (1) Amendment No. 3 to Ecology Action Contract C11140925 Increasing Compensation by $400,000; (2) Amendment No. 2 to Synergy Companies Contract C11138611A Increasing Compensation by $150,000; (3) Amendment No. 2 to Synergy Companies Contract C11138611B Increasing Compensation by $166,000; (4) Amendment No. 3 to Enovity Inc. Contract C09130404A with No Increase in Compensation; and (5) Amendment No. 2 to Energy Resource Solutions Contract C11141001 with No Increase in Compensation From: City Manager Lead Department: Utilities Recommended Motion Staff recommends that Council consider the following motion: Approve and authorize the City Manager to execute the following 5 Utilities Public Benefits Program Contract Amendments, extending the contract term for each Agreement through June 30, 2015: 1) Amendment Three to Ecology Action Contract C11140925 (RightLights Plus Program) increasing compensation by $400,000 for a total revised not-to-exceed amount of $2,217,397 for the contract; 2) Amendment Two to Synergy Companies Contract C11138611A (Hospitality Program) increasing compensation by $150,000 for a total revised not-to-exceed amount of $600,000 for the contract; City of Palo Alto Page 2 3) Amendment Two to Synergy Companies Contract C11138611B (Residential Energy Assistance Program) increasing compensation by $166,000 for a total revised not-to- exceed amount of $666,000 for the contract; 4) Amendment Three to Enovity, Inc. Contract C09130404A (Commercial Industrial Energy Efficiency Program) with no increase in compensation, and 5) Amendment Two to Energy and Resource Solutions, Inc. Contract C11141001 with no increase in compensation. Recommendation Staff recommends that Council approve and authorize the City Manager to execute the following five Utilities Public Benefits Program Contract Amendments extending the contract term for each agreement through June 30, 2015 and increasing compensation for three of the five agreements: Term Extension and Increase in Compensation 1) Amendment Three to Ecology Action, Contract C11140925 to extend the term of the contract through June 30, 2015 and to increase compensation by $400,000 for a total revised contract not to exceed amount of $2,217,397 to allow Ecology Action to continue to provide direct installation of energy measures for commercial customers; and 2) Amendment Two to Synergy Companies, Contract C11138611A to extend the term of the contract through June 30, 2015 and to increase compensation by $150,000 for a total revised contract not to exceed amount of $600,000 to allow Synergy Companies to continue to provide rebates, technical assistance and direct installation of energy efficient measures; and 3) Amendment Two to Synergy Companies, Contract C11138611B to increase compensation by $166,000 for a total revised contract not to exceed amount of $666,000 to provide low-income customers with no cost direct installation of energy efficient measures; and Term Extension with No Increase in Compensation 4) Amendment Three to Enovity, Inc. Contract C09130404A to extend the term through June 30, 2015 to implement energy and demand reduction through the Commercial Industrial Energy Efficiency Program; and City of Palo Alto Page 3 5) Amendment Two to Energy and Resource Solutions, Inc. Contract C11141001 to extend the term through June 30, 2015 to provide energy savings calculations, engineering assistance and review of customer rebate applications. Executive Summary Council has adopted a number of policies which support increased goals for energy and water efficiency efforts in the City of Palo Alto. The City’s competitive solicitation process for new Energy Efficiency providers is currently underway, and selection is expected to be complete by Spring 2015. Staff recommends approval of the five contract amendments extending the terms through June 30, 2015 and providing additional funding for selected contracts to ensure that energy efficiency related services continue to remain available to residential and commercial customers while that competitive solicitation process is underway. With a term extension, and in some cases an increase in compensation, these five providers will be able to continue to support the completion of in-progress projects, maintain customer access to CPAU programs and services, and provide additional energy savings toward City goals through June 30, 2015, if necessary, while staff establishes new “pay for performance” energy efficiency programs through its competitive solicitation. Staff anticipates establishing new programs in seven to eight months. Background The City’s Ten-Year Electric Energy Efficiency Portfolio Plan, approved by Council in May 2010 (CMR:218:10), identifies and sets aggressive goals for electric conservation and efficiency programs. The State legislature passed an update to California’s Public Resources Code and Public Utilities Code through Assembly Bill 2021 (AB 2021) in September 2006, requiring publicly-owned utilities to set annual energy efficiency targets, fund an independent evaluation that measures and verifies the results of these programs and report on the results annually. Reports at the state level must show that efficiency programs deliver cost-effective results, as defined by the California Energy Commission. The last update to both the electric and gas efficiency goals were adopted by City Council in December 2012. A New Direction In order to provide the community with the greatest range of new technologies and the program proposers with the greatest flexibility, the City solicitation for its first “pay for performance” based energy efficiency Request for Proposals for these services was issued on March 20, 2014 (RFP # 153540). The change in the RFP methodology for third-party energy efficiency implementation was made from “programmatic” whereby CPAU specifies the target markets, technologies, marketing and outreach controls, and rebate processing, to “pay for performance” whereby the RFP respondent specifies the energy saving opportunities and controls the program deliverables (energy savings) to CPAU for contracted pricing that reflects the supply cost-effectiveness for the respective utility. After the pre-bid tele-conference was held with prospective proposers, it was determined that this new direction required both City of Palo Alto Page 4 refinement of the Scope of Work and clearer cost effectiveness guidelines. Thus, RFP #153540 was cancelled. After identification and incorporation of the necessary revisions to the scope and cost- effectiveness with consideration of: the state’s postponement in implementing the 2013 California Energy Code (Title 24) until July 2014 due to issues with the calculation software. Title 24 creates the minimum energy efficiency requirements or standards for residential and commercial new construction in the state. Until the standards were finalized, the cost-effectiveness calculations for program design for new construction could not be made, the completion of the revised “Technical Resource Manual” used by Northern California Power Agency (NCPA) member utilities. This Manual provides the methods, formulas, and default assumptions used for estimating energy savings and peak demand impacts from energy efficiency measures, programs and projects. The Manual will be used for Evaluation, Measurement and Verification (EM&V) reporting of quantified energy savings accomplishments and progress towards program design goals, the City issued a second new solicitation, RFP #155144 on June 18, 2014, which closed on July 29, 2014. Staff is currently reviewing the submitted Proposals. Discussion The City relies on partnerships with third party contractors to deliver energy efficiency programs and EM&V for those programs. Such targeted third party programs have played an important role in meeting mandated state and local energy efficiency goals and objectives. They are also popular with customers, since they often provide turn-key service and require minimal effort to participate. Until the new “pay for performance” vendors are selected, this request for contract amendments will continue the existing, most successful energy efficiency programs and services. These amendments will allow energy savings to continue to accrue without interruption to customers and continue efforts by the City to meet its aggressive energy efficiency savings goals. On May 18, 2009, Council (CMR 229:09) originally approved Enovity Inc. to provide third party energy efficiency programs. On May 16, 2011, Council approved energy efficiency contracts (#1538) with Ecology Action, Synergy, and Energy Resource Solutions, Inc. to provide third-party administered energy efficiency programs for both commercial and residential utility customers. All of these programs are described below: Ecology Action – RightLights Plus This program is primarily geared toward small and medium commercial utility customers, but large businesses can also take advantage of the service. RightLights Plus offers businesses a City of Palo Alto Page 5 turnkey direct installation of efficiency measures. Businesses receive onsite audits and efficiency rebates for a variety of efficiency measures including lighting, heating, ventilation, and air conditioning (HVAC), building occupancy sensor systems and food service equipment upgrades. The program also offers light-emitting diode (LED) exit signs, vending machine controls, garage carbon monoxide (CO) sensor control systems as well as customized individual efficiency projects. The RightLights Plus program has helped 189 customers participate and achieved a total electric savings of 1,556,111 kWh for FY2013. This program has also enabled CPAU to reach the small to medium customers that were not reached in the past. By establishing a direct relationship with these customers, CPAU has been able to educate the customers about energy efficiency which has led them to take advantage of additional energy efficiency programs CPAU is offering. A contract summary for Ecology Action is included below: TOTAL Not-to-Exceed Amount Compensation Increase End of Term Original Contract (July 1 ,2011) $1,517,397 n/a June 30, 2014 Amendment No. 1 $1,817,397 $300,000 June 30, 2014 Amendment No. 2 $1,817,397 $0 December 31, 2014 Amendment No. 3 (Proposed) $2,217,397 $400,000 June 30, 2105 By extending the current contract as proposed with Amendment Three, the City is expected to achieve energy savings of 873,796 kilowatt hours (kWh) and 2,500 therms for the first six months. Synergy – Hospitality Program The Hospitality program provides rebates and technical assistance are offered to hotels, assisted living facilities and multi-family units for a variety of efficiency measure installations. These measures include: lighting, HVAC tune-ups, exit signs, circulation pump controls, attic insulation and combination occupancy sensors and system operating controls for lighting, air conditioning and plug loads that reduce power use when rooms are unoccupied. The Hospitality program has been very popular with facilities such as hotels, assisted living facilities and multi-family dwellings where customer comfort is very important. Through the Hospitality Program, customers can participate and reduce their energy consumption while enhancing customer comfort. This customer group has taken full advantage of the program offerings with 53 facilities participating achieving a total gas savings of about 53,000 therms and 661,000 kWh electric savings in the last three years. City of Palo Alto Page 6 A contract summary for Synergy (Hospitality Program) is included below: TOTAL Not-to-Exceed Amount Compensation Increase End of Term Original Contract (July 1, 2011) $450,000 n/a June 30, 2014 Amendment No. 1 $450,000 $0 December 31, 2014 Amendment No. 2 (Proposed) $600,000 $150,000 June 30, 2105 By extending the current contract, the city is expected to achieve estimated energy savings of 119,800kWh and 108,600 therms for the first six months. Synergy – Residential Energy Assistance Program (REAP) The REAP program provides low-income residents with improvements to home lighting heating systems, wall and attic insulation and weather-stripping for doors and windows at no cost to program participants. For FY2013 REAP has serviced 107 homes and achieved electric savings of 104,000 kWh and gas savings of 7,420 therms. A contract summary for Synergy (REAP) is included below: TOTAL Not-to-Exceed Amount Compensation Increase End of Term Original Contract (July 1, 2011) $500,000 n/a June 30, 2014 Amendment No. 1 $500,000 $0 December 31, 2014 Amendment No. 2 (Proposed) $666,000 $166,000 June 30, 2105 The estimated energy savings from extension of the contract would result in 100,000 kWh and 5,000 therms for the first six months Enovity – Commercial Industrial Energy Efficiency Program (CIEEP) The CIEEP program is available to commercial and industrial customers and offers customized analysis and measurement to determine system efficiency and detailed evaluation and recommendations for energy efficiency projects. For FY2013 CIEEP achieved electric savings of 1,259,029 kWh and gas savings of 1,980 therms. City of Palo Alto Page 7 A contract summary for Enovity (CIEEP) is included below: TOTAL Not-to-Exceed Amount Compensation Increase End of Term Original Contract (June 1, 2009) $1,496,250 n/a May 31, 2012 Amendment No. 1 $3,558,715 $2,062,465 May 31, 2012 Amendment No. 2 $3,558,715 $0 November 30, 2105 Amendment No. 3 (Proposed) $3,558,715 $0 June 30, 2105 Energy Resource Solutions - (ERS) ERS provides (i) technical assistance, engineering review, and training in support of customer rebate applications submitted under the Commercial Advantage and Business New Construction; (ii) energy audits for business customer facilities; and (iii) training and support related to energy savings calculations and assumptions. A contract summary for Energy Resource Solutions is included below: TOTAL Not-to-Exceed Amount Compensation Increase End of Term Original Contract (July 1, 2011) $105,000 n/a June 30, 2014 Amendment No. 1 $105,000 $0 December 31, 2014 Amendment No. 2 (Proposed) $105,000 $0 June 30, 2105 RESOURCE IMPACT The funds to support these contract amendments are available within the Utilities Department FY2015 Public Benefits Budget subject to the approval of the Fiscal Year 2015 budget. No additional funding is needed. POLICY IMPLICATIONS The proposed amendment to the contract supports the Council-approved Ten-year Energy Efficiency Portfolio Plan, 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). ENVIRONMENTAL REVIEW Approval of these contract amendments does not meet the definition of a project pursuant to Section 21065 of the California Public Resources Code, thus no environmental review under CEQA is required. Attachments: City of Palo Alto Page 8 Attachment 1: Ecology Action 7-29-14 (PDF) Attachment 2: Synergy Hospitality 7-29-14 (PDF) Attachment 3: Synergy Low Income 7-29-14 (PDF) Attachment 4: Enovity 7-29-14 (PDF) Attachment 5: Energy Resource Solution 7-31-14 (PDF) AMENDMENT THREE TO CONTRACT NO. C11140925 BETWEEN THE CITY OF PALO ALTO AND ECOLOGY ACTION This Amendment Three (“Third Amendment”) to Contract No. C11140925 (“Contract”) is entered into August 18th, 2014 (“Amendment Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and ECOLOGY ACTION, a California corporation, located at 877 Cedar Street, Suite 240, Santa Cruz, CA 95060 (“CONSULTANT”) (collectively, the “Parties”). R E C I T A L S A. The Contract dated effective July 1, 2011 was entered into between the Parties for Consultant to administer, manage and deliver RightLights Plus energy saving program for the City. B. The Parties entered into a First Amendment to the Contract dated effective December 21, 2011 to increase the Contract’s three-year “Not to Exceed” amount from $1,517,397 to $1,817,397 because of the number of business customers interested in participating in the program and changes to the City’s electric utility efficiency goals. C. The Parties entered into a Second Amendment to the Contract dated effective July 1, 2014 to extend the term of the Contract through December 31, 2014. D. The Parties now desire to further extend the term of the Contract from its current expiration date of December 31, 2014 to June 30, 2015 and to increase the current “Not to Exceed Amount” from $1,817,397 to $2,217,397 to allow for Consultant to provide services under the RightLights Plus energy savings program to City customers for an additional six (6) months. E. To accomplish this purpose, 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 2. TERM is hereby amended to read as follows: “SECTION 2. TERM.The term of this Agreement shall be from July 1, 2011 through June 30, 2015 unless terminated earlier pursuant to Section 19 of this Agreement.” SECTION 2. Section 4. NOT TO EXCEED COMPENSATIONis hereby amended to read as follows: 1 Ecology Action 7/29/2014 DocuSign Envelope ID: 891A0750-72C7-4051-B827-413B66E5102B ATTACHMENT 1 “SECTION 4. NOT TO EXCEED COMPENSATION.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 Two Million Two Hundred and SeventeenThousand Three Hundredand NinetySeven Dollars ($2,217,397). The applicable rates and schedule of payment are set out in Exhibit “C”, entitled “COMPENSATION,” which 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 “C”. 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 Project, but which is not included within the Scope of Services described in Exhibit “A”.” SECTION 3. Section 13. PROJECT MANAGEMENT is hereby amended to read as follows: “SECTION 13. PROJECT MANAGEMENT. CONSULTANTwill assign Jim Murphy as the project supervisor to have supervisory responsibility for the performance, progress, and execution of the Services to represent CONSULTANT during 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 of the Project or a threat to the safety of persons or property. The City’s project manager is Anthony Enerio, Utilities Department, Marketing Services Division, 250 Hamilton Avenue, Palo Alto, CA 94301, Telephone (650) 329-2621. 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 timeby providing written notice of such designation to CONSULTANT.” SECTION 4. The following exhibits to the Contract are hereby amended to read as set forth in the attachment(s) to this Third Amendment, which are incorporated in full by this refer- ence: a. Exhibit “A” entitled “SCOPE OF SERVICES”. 2 Ecology Action 7/29/2014 DocuSign Envelope ID: 891A0750-72C7-4051-B827-413B66E5102B b. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE” c. Exhibit “C” entitled “COMPENSATION” SECTION 5. Exhibit “C1” – “Compensation for Additional Business Energy Efficiency Programs” to the Contract is hereby deleted. SECTION 6. Exhibit “E” entitled “NON-DISCLOSURE AGREEMENT”, as set forth in the attachment to this Third Amendment, is hereby added to the Contract. SECTION 7. 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 Third Amendment on the Amendment Effective Date. CITY OF PALO ALTO ____________________________ City Manager APPROVED AS TO FORM: _____________________________ Senior Deputy City Attorney ECOLOGY ACTION By:___________________________ Name:_________________________ Title:________________________ 3 Ecology Action 7/29/2014 DocuSign Envelope ID: 891A0750-72C7-4051-B827-413B66E5102B EXHIBIT "A" SCOPE OF SERVICES CONSULTANTwilldeliver the RightLightsPlus program to business customers of the City of Palo Alto for the City of Palo Alto Utilities department (“City” or “Palo Alto”). OVERVIEW CONSULTANT will deliver the RightLights Plus program in order to support the Utility's 10-year Strategic Plan approach of balancing reliability and innovation. RightLights Plus will deliver turn- key, multi-measure, comprehensive energy efficiency retrofits to small and medium businesses. The program offers generous rebates and engages local trade professionals to help many of the customers hit hardest by the economic downturn. While some businesses, primarily smaller facilities, may qualify for free retrofits, some jobs will require customerco-pay. CONSULTANTestimatesthat the average co-pay over the term of the Contractwill be 33% of total job cost.1 CONSULTANT’s target markets for the program include schools and nonprofits, retail, office spaces, convenience/grocery, restaurants, institutions, multi-family common areas, assisted living facilities, government buildings, and very-small commercial establishments. CONSULTANT's City program delivery team is familiar with the Palo Alto community. CONSULTANT’s team brings five years of experience working with the City's small and medium businesses and possesses deep technical efficiency expertise. CONSULTANT’s work under the Contract will benefit the City due to the many economies of scale available by leveraging CONSULTANT’s LodgingSavers and RightLights program infrastructures that are operating adjacent to the City in PG&E service territory. BACKGROUND In 2010 City released its Ten-Year Electric Efficiency Plan 2010, a revision of the 2007 Plan. The Ten-Year Plan sets a goal of meeting 7.2% of the City's electric needs through efficiency by 2020. This represents a doubling of the goal in the 2007 Electric Efficiency Plan, an ambitious target given the achievements ofCity's successful efficiency efforts to date. The Ten-Year Plan also established a roadmap for maintaining safe and reliable service while simultaneously integrating innovative initiatives, emerging technologies and best practices in order to meet Palo Alto's ambitious environmental goals. CONSULTANT’s RightLightsPlus Program delivers the followingbenefits to the City: (1) energy savings delivery, (2) customer service, (3) cost-effective comprehensiveness, and (4) flexible innovation, and (5) specific augmentations for City as described herein. 1 Based on actual 2010 RightLights Plus program performance 4 Ecology Action 7/29/2014 DocuSign Envelope ID: 891A0750-72C7-4051-B827-413B66E5102B PROGRAM DESCRIPTION CONSULTANT will deliver the RightLight Plus program for City’s small, medium and large commercial market. RightLights Plus delivers turn-key, multi-measure, comprehensive retrofits to the small and medium business. Since 2005, the RightLights Plus has expanded the measure list to be more comprehensive. Table 1. Consultant Contacts Name Title Phone Email Jim Murphy CEO 831-515-1325 jmurphy@ecoact.org Brian Kimball Program Director 408-355-5633 bkimball@ecoact.org Gene Thomas Senior Energy Analyst 831-515-1321 gthomas@ecoact.org (1) Customer Service CONSULTANT agrees to provide small and medium commercial programs with the necessary customer servicesupportto ensure ease ofadoption. CONSULTANT understands that high levelsof customer service increases program adoption rates and can generate a positive customer perception of theCity’sprogram and services offerings.CONSULTANT will providecost- free audits, program proposal documents, customer technical assistance, turn-key management of installation contractor(s), program quality assuranceand control, and utilityrebate fulfillment. CONSULTANT will present a single cost proposal and agreement to the customer. Following customer acceptance CONSULTANT’s program team manages contractor installation, quality assurance, and rebate management. CONSULTANT will endeavor to complete multi-measure retrofit proposals in a single transaction during which CONSULTANT will coordinate the work of multiple trade professionals-making a multi-measure retrofit easy to access for the customer and easy to manage for the City. CONSULTANT’s program includes the following elements as well as programmatic elements to overcome significant market barriers that hinder utility customers' adoption of energy efficient technologies and practices (including renters). CONSULTANT will: o Split Incentive:Install turn-key free and low-cost/rapid payback measures minimizing risk for renters and leaseholders who may, or may not, directly pay their utility bill. o First costs:Providerebates which minimize customer out-of-pocket expenses and payback periods. 5 Ecology Action 7/29/2014 DocuSign Envelope ID: 891A0750-72C7-4051-B827-413B66E5102B o Transaction costs: Allow the business owner to initiate the process with very few decision points, with the job completed outside of work hours, so the work will notinterfere with the core business of the firm. o Economic and operational performance uncertainty:Provide calculations showing customers that retrofits will return the claimed financial savings and meet the customers' need for lighting, cooling and appearance. o Lack of viable service providers: Screen participating contractors, educate them as needed, maintain high standards, and verify quality. By aggregating multiple small jobs CONSULTANT are able to provide cost effective service by contractors to smaller accounts who would ordinarily not receive the same level of service and support. o Technology information search cost:Provide decision makers with site- specific, filtered, and relevantinformation, as well as the required technical assistance to analyze the available options. o Financing information search cost: Distill complicated and detailed information on finance and incentive mechanisms for ease of customer understanding. o Control:educates customers about how they can control energy costs. (3) Cost-Effective Comprehensiveness CONSULTANT’s team will specify, sell, and manage the installation of complex lighting, refrigeration, HVAC, and controls in a unified upgrade. This measure mix may require a customer co-pay, which mayaverage between 20-40% of the installed job cost. This customer co-pay is paid directly to the installation contractor, not to CONSULTANT and supports CONSULTANT’s achievement of approximately 30% more in savings at a given property.2 RightLights Plus's lighting work includes, but is not limited to, comprehensive T12 to T8 fluorescent fixture conversions with de-lamping, CFLs, induction fixture and high intensity discharge (HID) fixture replacement of incandescent lamps, LED Lighting retrofits, occupancy sensors, and other lighting controls. The program promotes the latest lighting technologies and strategies, most notably the use of 3100 lumen ultra-low mercury T8 lamps with high efficiency electronic ballasts ("super- T8 conversions"). Opportunities for lighting upgrades are present in virtually all business types and sizes. In addition, CONSULTANT’s lighting retrofit specifications will bedesigned to minimize mercury in the environment. In addition to minimal retrofits (e.g., lamp-for-lamp 4 foot T(tubular)12 to T8, 2 Conservative engineering analysis performed by CONSULTANT 6 Ecology Action 7/29/2014 DocuSign Envelope ID: 891A0750-72C7-4051-B827-413B66E5102B screw in CFLs (compact fluorescent lamps), exit signs, occupancy controls and vending machine controls), CONSULTANT will make best efforts to realize more advanced, deeper lighting opportunities ( e.g., redesign and de-lamping of linear fluorescents, high bays, wall packs, incandescent to halogen, halogen-to-halogen infrared, and LED (light-emitting diode) retrofits In addition to lighting retrofits, CONSULTANT’s program will deliver non-lighting savings with controls, and HVAC measures.RightLights Plus will be comprehensive within each end use as well as among end uses (i.e., addresses most if not all lighting applications found at a customer site, and addresses many of the non-lighting end uses found). Other energy efficiency measures will be specified depending on the customers' existing equipment, needs and business type as shown in Table 2 below: Table 2. Other Energy Efficiency Measures End Use Category Lighting Refrigeration Controls HVAC Hot Water Other Energy Efficiency Measures T8, CFL, LED, Induction, PSMH, Other Comprehensive, Occupancy Sensors, Photocells, Timers, Dimming Ballasts / Daylight Harvesting EC Motors ECM Controls LED Case Lighting Ash Controls Door Closers Plug Load Controls, Occupancy Sensors, Photocells, Timers, Daylight Harvesting, Kitchen Hood Vent Demand Ventilation Control. Guest Room EMS, A/C Tune-Up, Coil Cleaning, Duct Sealing, Pkg A/C Replace, PTAC/ PTHP Replace, Bas Ventilation Rate Adjust, CO2 Sensors & Controls , Economizer Tune-Up, VFD Motors on VAV Fans Ozone Laundry, Steam Traps, HW Pipe & Tank Insulation, Low-Flow Aerators & Shower Heads, Pool Heaters, Pool Heat Retention, Boiler Replace, Boiler Tune- Up, DHW Demand Recirculation Pump, Boiler Demand Controls Variable Speed Pool Pumps, Other Custom Measures (i.e. Non- Residential Retrofit) Primary Market Applicability All business types & sizes Restaurant, Grocery, Institutional Retail, Office, Institutional, Restaurant Retail, Office, Institutional, C&I Comm Laundry, Dry Cleaner, Restaurant, Institutional, Gyms, Multifamily, C&I Gyms, Multifamily, Retail, Office, Institutional, C&I 7 Ecology Action 7/29/2014 DocuSign Envelope ID: 891A0750-72C7-4051-B827-413B66E5102B CONSULTANT will conduct water audits in conjunction with its energy audits; however, water measures do not appear in Table 2, since (with the exception of low-flow showerheads and faucet aerators) CONSULTANT will not implement water upgrades directly. CONSULTANT will, however, provide recommendations and reference materials to customer on low-cost and no-cost strategies for reducing energy and water consumption operation and maintenance {O&M) costs, lamp recycling information, and links to other energy efficiency programs. (4) Flexible Innovation To assist City reach the goals of the Ten-Year Plan, CONSULTANTwill provide the City withthree innovations, while at the same time reducing the total program cost per kWh. CONSULTANT will: a. Enhance the branding of the RightLights Plus program to prominently feature City messages and images. b. Offer water audits and recommendations with the objective of increasing enrollment in City and the Santa Clara Valley Water District (SCVWD) water efficiency programs; and c. Endeavor to continuously integrate new high-savings-potential technologies into the existing measure list. These technologies will be presented to City in advance for City’s consideration along with the financial, engineering and market metrics to aid in City's decision-making. (5) Additional Innovations New Technologies Integration CONSULTANT will identifyand includeunderutilized commercialized technologies (e.g., hot water pipe insulation) and integrate early-market emerging technologies (e.g., hot water system recirculation pump controls). CONSULTANT will work with City to continuously integrate new high-savings potential technologies into the programs existing measure list. At CONSULTANT request, technologies can be tested at CONSULTANT cost, and if City, in its discretion accepts the technology’s performance andpotential forcustomer acceptance, thetechnology can be brought into the program. Building the City Brand CONSULTANT understands: • The importance of building the City brand among customers, and increase the visibility of the City on program documents and in interactions with customers and community members; 8 Ecology Action 7/29/2014 DocuSign Envelope ID: 891A0750-72C7-4051-B827-413B66E5102B CONSULTANT agrees to include the City’s logo, images and messages in a prominent location on all customer-facing communications and develop a comprehensive and phased plan for branding enhancement, including the following: • Co-present City and RightLights Plus logos; • Establish City-specific program website to prominently display City logo; • Increase prominence of City logo placement in program documents (proposals, forms, and marketing materials); • Include other City program materials in CONSULTANT customer packets; • Promote RightLights Plus in other City distribution channels (e.g., commercial customer bill insert); and • Promote RightLights Plus with Water Efficiency Audits Water Efficiency Audits CONSULTANTwill offer basic water efficiency audits and recommendations with the objective of increasing enrollment in CITYand SCVWD's water efficiency programs. CONSULTANTauditing staff will be trained to survey existing water using devices, conduct a high-level assessment of retrofit savings potential, and financial impacts. Based on this pre-qualification process, CONSULTANT will make direct referrals to relevant rebate programs and handout materials. At City’s request, CONSULTANT will report an inventory of water-using devices at participating businesses on a monthlybasis to allow for City and CONSULTANT to determine market potential and assist in focusing marketing efforts. WORK PLAN Task 1: Program Kick-Off, Planning, and Staging RightLights Plus will begin with planning and staging of the elements critical to program success: stakeholder agreement, market research, establishing workflow systems, and supply chain identification and agreements. CONSULTANT will hold a kick-off meeting with Citystaff to fine- tune program design and delivery, confirm communication structures, determine the phasing of the innovations proposed for 2011-2014, refine timelines and identify additional City needs for the program. In the Staging process, CONSULTANT will refine its initial market research, develop a customer list and identify individual customer contacts for each market segment. CONSULTANT will also review agreements between CONSULTANT and installation contractors and vendors to 9 Ecology Action 7/29/2014 DocuSign Envelope ID: 891A0750-72C7-4051-B827-413B66E5102B assure all proposed measures can be delivered under those contracts. During this phase CONSULTANT will update staffing plans, review workflow processes, and hire and train any additional program staff not currently employed by CONSULTANT. Coordination with City and other Programs CONSULTANT will coordinate with City to leverage CONSULTANT interactions with participating small and medium sized businesses in order to promote City's other energy efficiency, demand response, and renewables program offerings. As noted elsewhere in this Exhibit A, CONSULTANTwill also conduct water audits and referralsto City and SCVWD programs such as the Internal Water Use Survey Program, the Landscape RebateProgram, the High Efficiency Toilet and Urinal Rebate and Installation Programs, the Water Efficient TechnologiesRebate Program, and others as appropriate. Task 2: Development of Marketing Materials Customer Forms All of CONSULTANT’s customer- and contractor-facing forms will be reviewed and modified by City as needed to ensure that all work proposed, agreed to, installed, and inspected will have documentation deemed proper and sufficient by City. Task 3: Marketing and Outreach At the beginning of the cycle, CONSULTANTwill prepare and present a marketing plan to Cityfor the continuation of RightLights Plus. CONSULTANT will work with City to finalize contents, establish timeframes, and define deliverables. CONSULTANT will update or refresh the marketing plan upon City request at no additional cost to City. CONSULTANTwill utilize brochures, flyers, displays, postcards, targeted letters, demonstration equipment, and press releases, with a City specific website and proposal folder. CONSULTANT will also engage in marketing activities that include door-to-door outreach, City-assisted distribution of program information, and strategic partnerships with Chamber of Commerce members and trade associations, other groups that City requests CONSULTANT collaborate with, as well as referrals from City staff. CONSULTANT will also utilize in- person door-to-door sales efforts and enlist the assistance of local affinity groups, including the Palo Alto Chamber of Commerce, the Palo Alto Merchant Association, the Palo Alto Community Environmental Action Partnership (CEAP), and various property management companies to better enable RightLights Plus to serve City customers. Additionally, CONSULTANT will strengthen relationships with various business district associations such as the Palo Alto Downtown Business and Professional Association and the 10 Ecology Action 7/29/2014 DocuSign Envelope ID: 891A0750-72C7-4051-B827-413B66E5102B California Avenue Area Development Association to provide marketing and outreach to their members. Task 4: Facility Audits and Customer Enrollment Energy Survey and Retrofit Job Specification A CONSULTANT Energy Specialist will make the initial in-person visit to the customer. CONSULTANT Energy Specialist will beginenrollment with this visit toexplain the benefit of the program and secure the customer's agreement to complete an audit. CONSULTANT Energy Specialist then completes a comprehensive evaluation of the property's existing systems and consults with the decision maker to determine the hours of operation for the facility, including for the site’s various sub-areas (e.g., front counter, office, and kitchen). For efficiency measures not covered by the program, CONSULTANT will refer businesses to other City programs as applicable. CONSULTANT Energy Specialist then designs a retrofit, incorporating Title 24 requirements and best practice design approaches and state-of-the-art technologies. CONSULTANT design is fashioned into a proposal that includes a detailed description of work, specification of components, pricing, carbon reduction, financial rebate, amount of customer co-pay, and payback. CONSULTANT then presents the proposal to the customer for consideration and any customer- requested changes are made by CONSULTANT. If and when the customer commits to moving forward with the work, CONSULTANTproceeds with the work as described in Task 5, Work Flow Management and Contractor Management, below. CONSULTANT will ensure the qualityof the retrofit design. CONSULTANT field staff will have extensive training to ensure that retrofit designs are as comprehensive and complete as possible within the constraints of program budgets and customer cost tolerance. CONSULTANT will employs a dozen dedicated program staff working in the Peninsula region, six of whom work from the office in Mountain View on the border of Palo Alto and ensure that staff has the necessary management and training infrastructure. Task 5: Work Flow Management and Contractor Management Pre-Qualified Installation Contractors CONSULTANTmaintains contractual agreements with seven qualified and pre-screened installation contractors (“Contractors”) to complete the RightLights Plus program retrofits. CONSULTANT team of contractors will adhere to above the normal standard for equipment specifications, warranty levels, installation standards, and project completion deadlines. Customers can use their own contractor or to self-install as long as they adhere to program requirements for quality and safety. 11 Ecology Action 7/29/2014 DocuSign Envelope ID: 891A0750-72C7-4051-B827-413B66E5102B Once a customer is enrolled in the program, CONSULTANT will assign customer's job to a contractor(s) from CONSULTANT’s pool of pre-qualified installers. CONSULTANT will utilize several contractors, each specializing in a different end uses (e.g., separate contractors for HVAC, refrigeration, lighting). All contractors are coordinated by CONSULTANT. Contractors and customers enter into a two party agreement for the upgrade work to be completed. The scope of the agreed work must be identical to that which was previously presented by CONSULTANT to and accepted by the customer. The Contractor(s) will visit the site to coordinate the installation logistics with the property or business decision maker(s). All work will be scheduled by the Contractorat a time convenienttothe customer. The Contractor is obligated to obtain necessary permit(s) for the installation along with all necessary materials. All equipment removed by program Contractors will be properly recycled or handled in accordance with state and local ordinances. CONSULTANT will have a contract with the Contractors. Per that contract with the Contractors, mercury-containing lamps and PCB-containing ballasts must be recycled through certified handlers (with proper documentation). Fixtures are cleaned as required. Contractor will complete, and CONSULTANT will ensure that the installationis completed according to the job specification and at the unit pricing levels established by the program. Fixed Pricing on Labor and Materials All program Contractors have agreed with CONSULTANT to price regarding labor, materials, and equipment mark- ups that is fixed for the program period. CONSULTANT also maintains agreements with manufacturers and local equipment supply houses for fixed materials pricing and stock levels. In many cases, CONSULTANT vendor agreements allow equipment prices that are below typical contractor cost, which allows the lowest possible prices to be passed on to local participating businesses-even before the program's rebates are applied. Prices for the equipment installed in the retrofits will not be higher than those which CONSULTANT has pre-negotiated. In turn, contractors agree to a maximum equipment markup (currently 25%) above that cost for RightLights Plus customers. Contractor labor rates are fixed and there are fixed allowable time allocations, called unit labor factors, for each task that comprises the lighting retrofits. Task 6: Quality Assurance and Quality Control CONTRACTOR’s QA/QC methods will be built into the program's standards and procedures and are directly confirmed by multiple inspections. CONSULTANT will carry out pre- and post-- installation inspections and will promptly remedy customer service and warranty issues. CONSULTANT staff will conduct all inspections. All (100%) of projects are thoroughly inspected by CONSULTANT post installation. In addition, another 10% of jobs are pre-inspected prior to installation by senior CONSULTANT staff to ensure proper specification. If any installation is deemed incomplete upon inspection by CONSULTANT program staff, the Contractor is notified and must perform all services necessary to meet completion requirements at their own expense within 12 Ecology Action 7/29/2014 DocuSign Envelope ID: 891A0750-72C7-4051-B827-413B66E5102B five (5)business daysof notificationof incompleteness. Based on the degree of deficiency found in any failed inspection, CONSULTANT, in consultation with City, will determine whether the Contractor may be subject to a higher level of scrutiny for its next jobs. CONSULTANT will thoroughly assess all Contractors and managethem to above-industry standards on workmanship and conduct. Task 7: Rebate Processing and Payment Following the customer approval and staff inspection of the project, CONSULTANT will issue the rebate directly to the Contractor. CONSULTANTuses in-house systems to process RightLightsPlus rebates promptly. Task 8: Data Management and Reporting In addition to all invoicing requirements set forth in the Contract, CONSULTANT will provide additional information and reporting as directed by City. Under RightLightsPlus,CONSULTANTwill provide Citywith clear and concise monthly cost and energy savings reports inducting per-measure pre-and post-installation data, both aggregate and per- measure kW, kWh and Therm impacts, and per-measure and aggregate job cost data. CONSULTANT calculates savings and rebate amounts, which feed into monthly reports submitted to City. Monthly comprehensive savings and customer data reports and invoices will be submitted to the City project manager at an agreed upon date. An accompanying monthly narrative will include summaries of the savings achieved to date, in addition to succinctly describing program accomplishments, work toward deliverables, challenges and remedies. Monthly invoices to City will show detailed monthly rebate expenses, kWh savings data, and per- unit performance billing, as well as expenses in both a program-to-date and percentage complete forms. A final report will summarize program impacts (kW, kWh, therms and greenhouse gas mitigation) as well as the results of customer feedback surveys. CONSULTANT will collect all data points required for City to conduct RightLights Plus EM&V. These baselines, pre-retrofit data points-together with the auditor-specified new equipment to be installed-comprise thedataset needed by our software to perform the retrofit job cost, energy savings, and payback analyses. These same data points may be utilized for both internal and external program evaluation. The resulting "pre" and "post" database can assist in better-focused marketingefforts and the development of future programs and initiatives. At City’s discretion, CONSULTANTmay work with City’s EM&V consultant(s)to develop a plan that accurately validates program outcomes. July 1, 2014 – End of Term Requirements 13 Ecology Action 7/29/2014 DocuSign Envelope ID: 891A0750-72C7-4051-B827-413B66E5102B CONSULTANTshall continue to provide ongoing monthly reports to City per the existing Contract; however, beginning July 1, 2014, only energy savings that are incremental to the minimum energy savings mandated by the prevailing building and appliance efficiency standards (Title 20 and Title 24) can be counted towards program savings. To that end, the CMUA Technical Reference Manual (TRM) should be used as the reference source for determining annual energy savings. If a program measure is not covered by the TRM, the CONSULTANTshall provide the estimated energy savings and work paper(s) or reference source documenting the savings estimation methodology. Additionally, for projects that involve lighting retrofit and/or variable frequency drive (VFD) pump and VFD fan installations at nonresidential customer sites, CONSULTANTshall estimate the energy savings using the “TRM Non-Res lighting energy savings calculator” and the “TRM NonRes pump and fan VFD energy savings calculator”, or other similar calculators that incorporate the Title 24 and Title 20 baseline for estimating energy savings. If the latter is preferred, CONSULTANTwill need to demonstrate that the energy savings calculation methodologies and the resultant savings from the TRM energy savings calculator and the CONSULTANT-preferred calculator are equivalent. Task 9: Program Ramp-Down and Shut-Down CONSULTANT believes that a smooth ramp-down and shut-down process is integral to overall program success. Thus, appropriate RightLights Plus customer services will continue seamlessly through the program's sunset period and beyond-even after the last rebate check has been issued and the last project inspected. As this phase begins, CONSULTANT RightLightsPlus staff will contact allpending customers who have been presented a proposal but have not made a decision (i.e., "fence sitters"), inform them of the expected close date of the program and refer them to other appropriate Cityprograms if they elect not to proceed. CONSULTANT will strive to make this referral process as smooth as possible to capitalize on positive customer perception and maximize use of City’s portfolio services. Finally, even after RightLights Plus is completely shut down, CONSULTANT will continue to field any customer warranty calls and refer them to their appropriate contractor and/or equipment manufacturer and/or make appropriate referrals to City's other energy efficiency programs. CONSULTANTwill deliver the final invoice and final report in formats required by City. 14 Ecology Action 7/29/2014 DocuSign Envelope ID: 891A0750-72C7-4051-B827-413B66E5102B EXHIBIT "B" SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks or timeframe specified below. The time to complete each milestone may be increased or decreased by advanced, mutual written agreement of the project managers for CONSULTANTand 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 execution of the Agreement, and update such schedule as reasonably requested by City. Task 1:Program Kick-Off, Planning, and Staging July 2011, with additional planning and staging as needed and requested by City during Agreement Term. Task 2:Development of Marketing Materials and Customer Forms Ongoing, as needed and/or requested by City Task 3:Marketing and Outreach Ongoing over Term of Agreement Task 4:Facility Audits and Customer Enrollment Ongoing over Term of Agreement Task 5: Work Flow Management and Contractor Management Ongoing over Term of Agreement Task 6: Quality Assurance and Quality Control Ongoing over Term of Agreement Task 7: Rebate Processing and Payment Ongoing over Term of Agreement Task 8: Data Management and Reporting Ongoing over Term of Agreement on monthly basis or as otherwise agreed in writing with City Project Manager Task 9:Program Ramp-Down and Shut- Down Final six months of Agreement Term 15 Ecology Action 7/29/2014 DocuSign Envelope ID: 891A0750-72C7-4051-B827-413B66E5102B EXHIBIT "C" COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement. All CONSULTANT payments under this Agreement are based exclusively on CONSULTANT performance. The City’s performance- based compensation for properly performed and documented CONSULTANT services will be in the form of: (1) CONSULTANT Performance Payments, made in accordance with the rates set forth in Table C-2; and (2) Customer Rebate Payments, made in accordance with the rates set forth in Table C-3. In order to receive compensation, CONSULTANT performance must satisfy all requirements set forth in the Agreement and Exhibit A attached thereto, including the incremental savings requirements described more fully under Task 8 of Exhibit A for services performed after July 1, 2014 through the end of the Agreement Term. CONSULTANT is not entitled to any flat-fee, lump sum or time and materials based payments or compensation. The compensation to be paid to CONSULTANT under this Agreement for all services described in Exhibit “A” (“Services”) and reimbursable expenses are subject to the “NOT TO EXCEED” limits set forth in Table C-1, with a Maximum Total Compensation Amount that shall not exceed $2,217,397. CONSULTANT agrees to complete all Services, including reimbursable expenses, within this amount. CITY does not authorize any Additional Services under this Agreement. 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. CONSULTANTshall perform the tasks and categories of work as outlined and budgeted below. The CITY, in its sole discretion, with the advance, written authorization of its Project Manager may approve in writing the transfer of amounts between any of the tasks or categories listed below provided the total compensation for all services under the Agreement stays within the maximum total compensation not to exceed amount of $2,217,397. Table C-1. Energy Savings Targets and Not To Exceed Amounts for CONSULTANT ENERGY SAVINGS TARGETS CONSULTANT Performance Payment Customer Rebate Payment Maximum Total Compensation NOT TO EXCEED July 2011 through end of Term kWh Therms 8,453,584 17,215 $1,323,336 $894,061 $2,217,397 Maximum Total Compensation NOT TO EXCEED AMOUNT= $2,217,397 16 Ecology Action 7/29/2014 DocuSign Envelope ID: 891A0750-72C7-4051-B827-413B66E5102B CONSULTANT PERFORMANCE PAYMENT CONSULTANTwill deliver annually estimated gross peak demand savings of 268 kW, total annual energy savings of 1,784,342 kWh and will save 5,072 therms. Program savings are delivered at a total program cost of$0.275 per annual kWh and $2.88 per annual Therm. CONSULTANT will be compensated for performing all services described as tasks set forth in Exhibit A based on Performance Payment rates set forth in Table C-2. CONSULTANT will not be compensated on an individual basis for discrete tasks, separately, in addition to, or other than as provided for in the CONSULTANT Performance Payment. CONSULTANT will be compensated by City at a rate of $0.155/kWh and $1.10/Therm for gross savings CONSULTANT achievesbased upon CPAU-approved engineering estimates and/or deemed savings based upon hours of operation and equipment installed. Therm savings shall not exceed 20% of the overall CONSULTANT Performance Payment. A reduction in achieved therm savings shall be offset by an increase in the kWh goal (calculated on an equivalent btu basis). Table C-2. Performance Payment Rates for CONSULTANT Task Performance Bill Rate $/kWh $/Therm Compensation for all tasks set forth in Exhibit A $0.155 Per kWh $1.10 per Therm CUSTOMER REBATE PAYMENTS Rebate payments are distinct from the performancepayment. CITY will determine rebate payments levels that CONSULTANT may pay to installation Contractors. CITY will compensate CONSULTANT for actual rebate expendituresCONSULTANT has paid to installation Contractors as reported by CONSULTANT to City. Rebate rates are variable as described in Table C-3. 17 Ecology Action 7/29/2014 DocuSign Envelope ID: 891A0750-72C7-4051-B827-413B66E5102B Table C-3 RightLights Plus Incentive Levels to Customer End Use Measure Incentive Rate Meter Type Li g h t i n g Lighting $0.12/kWh E-2 $0.12/kWh E-4 $0.10/kWh E-7 LED Exterior Lighting $0.15/kWh E-2 $0.15/kWh E-4 $0.15/kWh E-7 Re f r i g e r a t i o n EC Motors ECM Controls LED Case Lighting Ash Controls Door Closers $0.18/kWh E-2 $0.18/kWh E-4 $0.18/kWh E-7 HV A C Economizer Tune-Up, Guest Room EMS, BVR Adjust, CO2 Demand Controls, Other HVAC $0.20/kWh E-2 $0.20/kWh E-4 $0.20/kWh E-7 18 Ecology Action 7/29/2014 DocuSign Envelope ID: 891A0750-72C7-4051-B827-413B66E5102B End Use Measure Incentive Rate Meter Type Co n t r o l s Plug Load Controls $0.25/kWh E-2 $0.25/kWh E-4 $0.25/kWh E-7 Ot h e r Commercial Variable Speed Pool Pumps, other Non-Residential Retrofit, Kitchen Vent hood Controls, Parking Garage Fan Controls (VFDs,CO sensors) $0.25/kWh E-2 $0.25/kWh E-4 $0.25/kWh E-7 Ho t W a t e r Showerheads, Aerators, Boiler Tune-Up, Steam Traps, Pool Heat Retention, Other DHW $1.05/Therm G-2 $1.05/Therm G-3 $1.05/Therm G-8 NOTE: The CITY in its sole discretion may add, remove or modify measures or incentivelevels set forth in Table C-3. Any such additions, deletions or modifications must be made in accordance with Section 25.4 of the Agreement. At City's request, CONSULTANT may propose additional rebate and performance payment levels that would be used for customers that have not responded to other program offerings. All payments to CONSULTANT for services delivered in the contract will be tied to unit-based performance payment. CONSULTANTdoes not anticipate any portion of this contract being billed on a "Time and Materials" basis. 19 Ecology Action 7/29/2014 DocuSign Envelope ID: 891A0750-72C7-4051-B827-413B66E5102B EXHIBIT “E” NON-DISCLOSURE AGREEMENT BETWEEN THE CITY OF PALO ALTO AND ECOLOGY ACTION This NON-DISCLOSURE AGREEMENT (the “Agreement”), dated as of July 1, 2011 (the “Effective Date”), is entered into by and between the City of Palo Alto, a California chartered municipal corporation, 250 Hamilton Avenue, Palo Alto, CA 94301 (the “Disclosing Party”) and ECOLOGY ACTION, a California corporation, located at 877 Cedar Street, Suite 240, Santa Cruz, CA 95060 (the “Receiving Party”) (individually, a “Party” and, collectively, the “Parties”). RECITALS 1. The Parties entered into a contract for professional services as of July 1, 2011, City of Palo Alto Contract No. C111140925 (the “Contract”); the Receiving Party is providing administer, manage and deliver the RightLights Plus program to the Disclosing Party. 2. In its performance of consulting services, the Receiving Party and its authorized members, directors, officers, employees, agents and representatives will acquire and otherwise gain access to certain Confidential Information of the Disclosing Party, including the personal information of one or more electric utility customers of the City’s Department of Utilities, which is exempt from public disclosure under California Government Code section 6254.16. 3. The Disclosing Partywould not share or disclose any Confidential Information to the Receiving Party but for the legal protections against unauthorized disclosures intended to be afforded by California law and this Agreement, and is relying on this Agreement in disclosing such Confidential Information to the Receiving Party. AGREEMENT In consideration of the foregoing recitals and mutual covenants, terms and conditions, the Parties agree, as follows: 1. Confidential Information. “Confidential Information” means any and all financial and related utility customers’ personal information of a non-public, proprietary or confidential nature, in any form or medium, written or oral, concerning or relating to the Disclosing Party (whether prepared by the Disclosing Party, its employees or agents, and irrespective of the form or means of communication and whether it is labeled or otherwise identified as confidential) that is furnished or made available to the Receiving Party by the Disclosing Party. 2. Exceptions. The Receiving Party agrees to maintain as confidential, to the extent permitted or required by applicable law, all Confidential Information furnished or otherwise made 20 Ecology Action 7/29/2014 DocuSign Envelope ID: 891A0750-72C7-4051-B827-413B66E5102B available to the Receiving Party by the Disclosing Party. Notwithstanding the foregoing and the provisions of Section 1, “Confidential Information” shall exclude (and the Receiving Party shall not be under any obligation to maintain in confidence) any information (or any portion thereof) disclosed to the Receiving Party by the Disclosing Party to the extent that such information: (a) is in the public domain at the time of disclosure; or (b) at the time of or following disclosure, becomes generally known or available through no act or omission on the part of the Disclosing Party; or (c) is known, or becomes known, to the Receiving Party from a source other than the Disclosing Party or its Representatives (as defined herein), provided that disclosure by such source is not in breach of a confidentiality agreement with the Disclosing Party; or (d) is independently developed by the Receiving Party without violating any of its obligations under this Agreement or any other agreement between the Parties; or (e) is legally required to be disclosed by judicial or other governmental action; provided, however, that prompt notice of such judicial or other governmental action shall have been first given to the Disclosing Party, which shall be afforded the opportunity to exhaust all reasonable legal remedies to maintain the Confidential Information in confidence, in accordance with Section 7 below; or (f) is permitted to be disclosed by a formal written agreement executed by and between the Parties. Specific information shall not fall within the exceptions of Sections 2(a) through 2(f) above merely because it is embraced by more general information falling within such exceptions. 3. California Public Records Act. The Receiving Party acknowledges that the Disclosing Party is a public agency subject to the requirements of the California Constitution, Article 1, Section 3 and California Public Records Act Cal. Gov. Code section 6250 et seq. The Receiving Party acknowledges that the Disclosing Party may submit to or otherwise provide access to the Receiving Party Confidential Information that the Disclosing Party or any electric utility customer of the Disclosing Party considers to be protected from disclosure pursuant to exemptions granted by applicable California law. Whether or not there is a request or demand of any third party not a Party to this Agreement (the “Requestor”) for the production, inspection and/or copying of information designated by the Disclosing Party as Confidential Information, the Disclosing Party shall be solely responsible for taking whatever legal steps the Disclosing Party deems necessary to protect information deemed by it to be Confidential Information and to prevent release of information to the Requestor (including the release of such information by the Receiving Party). Under no circumstances will the Receiving Party be permitted to comply with the Requestor’s demand for disclosure of such Confidential Information that the Disclosing Party deems confidential and not 21 Ecology Action 7/29/2014 DocuSign Envelope ID: 891A0750-72C7-4051-B827-413B66E5102B intended for disclosure to the general public, or otherwise publicly disclose the Confidential Information to any person not authorized by law to receive such information. 4. Confidential Information. As practicable, the Confidential Information shall be marked with the words “Confidential” or “Confidential Material” or with words of similar import. The Disclosing Party shall instruct the Receiving Parties that information of a financial, personal, or proprietary nature being conveyed orally and intended by the Disclosing Party to be covered by the terms of this Agreement, isdeemed Confidential Information. To the extent possible, the Disclosing Party shall endeavor to mark any electronic document intended to be covered by the terms of this Agreement with the words “Confidential” or similar words, or, if that is not possible or would be exceedingly difficult, the City shall notify the Receiving Parties (for example, by covering e-mail transmitting the electronic document) that the electronic document is Confidential Information. The City’s failure, for whatever reason, to mark any material at the time it is produced to the Receiving Party, or to notify it that oral or electronic material is Confidential Information at the time it is provided, shall not take the material out of the coverage of this Agreement for all time, and the Receiving Party shall treat the material as Confidential Information once the City has notified it that the material is to be covered by this Agreement. 5. Duty to Keep Confidential. The Receiving Party acknowledges that the Confidential Information is proprietary and a valuable asset of the Disclosing Party and agrees that the Receiving Party shall take reasonable precautions to ensure that such Confidential Information is safeguarded against disclosure to unauthorized employees or third parties. (a) The Receiving Party shall use the Confidential Information solely as permitted by the Contract and shall not sell Confidential Information or otherwise disclose City of Palo Alto Utilities’ customers’ personal information under any circumstances and without the prior written consent of the City. The Receiving Party shall not disclose the Confidential Information, or portions thereof, to any directors, officers, partners, managers, members, employees, advisors, agents, sub-contractors and other representatives of the Receiving Party and their subsidiaries and affiliates, including, without limitation, attorneys, accountants, CONSULTANT, and financial advisors (collectively, the “Representatives”), except to those who need to know such information for the purpose of advising City and who agree to the terms of this Agreement. (b) The Receiving Party agrees that any of the Representatives to whom the Confidential Information is disclosed will be informed of the confidential or proprietary nature of such information and of the Receiving Party’s obligations under this Agreement. The Receiving Party is responsible for any use of Confidential Information by any of its Representatives. (c) The Receiving Party shall ensure that (i) any directors, officers, representatives, advisors and sub-contractors with whom the Receiving Party shares such information or who acquire knowledge of such information from or through the Receiving Party regard and treat such Confidential Information of the Disclosing Party as strictly confidential and wholly owned by either the Disclosing Party, and (ii) the Receiving Party shall not (and the Receiving Party shall ensure that any directors, officers, representatives, advisors and sub-contractors 22 Ecology Action 7/29/2014 DocuSign Envelope ID: 891A0750-72C7-4051-B827-413B66E5102B with whom the Receiving Party shares such information or who acquire knowledge of such information from or through the Receiving Party do not) for any reason, in any fashion, either directly or indirectly, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, or otherwise communicate any such Confidential Information to any third party, or misappropriate, reproduce, copy or use any such Confidential Information, in either case, for any purpose other than in accordance with this Agreement. (d) If the Receiving Party or any of its Representatives are requested or required to disclose any Confidential Information, including terms and conditions being negotiated, by law, regulation, the applicable rules of any national securities exchange or other market or reporting system, oral questions, interrogatories, requests for information or other documents in legal proceedings, subpoena, civil investigative demand or any other similar process, the Receiving Party shall provide the Disclosing Party with prompt written noticeof any such request or requirement so that the Disclosing Party has an opportunity to seek a protective order via Writ of Mandate or other appropriate remedy, or waive compliance with the provisions of this Agreement. (e) If the Disclosing Party waives compliance with the provisions of this Agreement with respect to a specific request or requirement, the Receiving Party and its Representatives shall disclose only that portion of the Confidential Information that is expressly covered by such waiver and which is necessary to disclose in order to comply with such request or requirement. The Receiving Party and its Representatives shall cooperate in a reasonable manner with the Disclosing Party in attempting to preserve the confidentiality of the Confidential Information. (f) If (in the absence of a waiver by the Disclosing Party) the Disclosing Party has not secured a protective order or other appropriate remedy despite attempting to do so, and the Receiving Party or one of its Representatives is nonetheless then legally compelled to disclose any Confidential Information, the Receiving Party or such Representative may, without liability hereunder, disclose only that portion of the Confidential Information that is necessary to be disclosed. In the event that disclosure is made in accordance with this subsection, the Receiving Party shall exercise, and cause its Representatives to exercise, reasonable efforts to preserve the confidentiality of the Confidential Information, including obtaining reliable assurance at the sole expense of the Receiving Party that confidential treatment shall be accorded any Confidential Information so furnished. 6. No Liability, Reliance, or Obligation. Except as set forth in any formal written agreement executed by and between the Parties, neither the Receiving Party nor any of its Representatives shall be entitled to rely on any statement, promise, agreement or understanding, whether written or oral, or any custom, usage of trade, course of dealing or conduct. In addition, each Party understands and acknowledges that neither the Disclosing Party nor any of its representatives, employees or agents makes any representation or warranty, express or implied, as to the accuracy or completeness of any Confidential Information, and that neither the Disclosing Party nor any of its representatives, employees or agents shall have any liability whatsoever to the 23 Ecology Action 7/29/2014 DocuSign Envelope ID: 891A0750-72C7-4051-B827-413B66E5102B Receiving Party or to any of its Representatives relating to or resulting from the Confidential Information or any errors therein or omissions therefrom. 7. Remedies. The Receiving Party, in recognition that an irreparable injury may result to the Disclosing Party, if any provision of this Agreement is violated, agrees that upon any breach or threatened breach of any provision of this Agreement by theReceiving Party or any Representatives, that the City shall be entitled to seek an injunction or specific performance prohibiting such conduct or any other relief as may be permitted by law. 8. Return of Confidential Information. The Disclosing Party may at any time request that the Receiving Party promptly return to the Disclosing Party or destroy any or all documents or other materials containing Confidential Information of the Disclosing Party, and the Receiving Party shall immediately comply with any such request. Notwithstanding the return or destruction of the Confidential Information as contemplated by this subsection, the Receiving Party and its Representatives will continue to be bound by the terms of this Agreement with respect thereto, including all obligations of confidentiality. 9. Survival. The Receiving Party’s obligations of confidentiality and non-circumvention under this Agreement shall survive the termination of this Agreement. 10. General Provisions. (a) Entire Agreement. This Agreement contains the entire understanding between the Parties with respect to the Confidential Information and supersedes all prior communications, representations, understandings, or contracts, either written or oral, which purport to describe or embody the subject matter of this Agreement. This Agreement shall apply in lieu of and notwithstanding any specific legend or statement associated with any Confidential Information transferred. (b) Governing Law and Jurisdiction. This Agreement shall be interpreted and construed pursuant to the laws of the State of California without regard to its conflicts of laws principles. The Receiving Party agrees that this Agreement may be enforced in the courts of the State of California and, by executing this Agreement, the Receiving Party submits to the jurisdiction of any federal or state court in California for the resolution of any dispute under this Agreement. (c) Waiver; Amendment. None of the terms or conditions of this Agreement may be amended or waived except in writing signed by the Parties. The Parties agree that no waiver, amendment, or modification of this Agreement shall be established by conduct, custom, or course of dealing. The failure by any Party at any time or times to require performance of any provision hereof will in no manner affect its right at a later time to enforce the same. (d) Assignment. This Agreement shall not be assignable without the prior written consent of the non-assigning Party, and such consent may not be unreasonably withheld. Any assignment attempted in violation of this paragraph shall be void. 24 Ecology Action 7/29/2014 DocuSign Envelope ID: 891A0750-72C7-4051-B827-413B66E5102B (e) Severability. If any term of this Agreement is found to be invalid by a court of competent jurisdiction then such term shall remain in force to the maximum extent permitted by law. All other terms shall remain in force unless that term is determined not to be severable from all other provisions of this Agreement by such court. (f) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original part, all of which together shall constitute one and the same instrument. (g) Successors and Assigns. The benefits of this Agreement shall inure to the respective successors and assigns of the Parties hereto, and the obligations and liabilities assumed in this Agreement by the Parties hereto shall be binding upon their respective successors and assigns. (h) Ownership Rights Not Created. The transfer of Confidential Information hereunder shall not be construed as granting a license of any kind or any right of ownership in the Confidential Information. (i) No Obligation to Disclose. Nothing in this Agreement shall obligate the City to disclose specific Confidential Information to the Receiving Party. Such disclosures shall be at the City’s sole discretion. (j) Each Party represents that the person signing this Agreement on its behalf is authorized to enter into this Agreement on behalf of the Party for whom they sign. IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the Effective Date. ECOLOGY ACTION _______________________________ By: Title: CITY OF PALO ALTO ____________________________ James Keene City Manager Approved as to Form ___________________________ Senior Deputy City Attorney 25 Ecology Action 7/29/2014 DocuSign Envelope ID: 891A0750-72C7-4051-B827-413B66E5102B DocuSign Envelope ID: A 1A 1D38D-53CC-4E67-8148-6145C50808DO ATTACHMENT2 AMENDMENT TWO TO CONTRACT NO. Cll138611A BETW.EEN THE CITY OF PALO ALTO AND SYNERGY COMPANIES This Amendment Two ("Second Amendment") to Contract No. C 1113861 lA ("Contract") is entered into August 18th, 2014 ("Amendment Effective Date") by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and SYNERGY COMPANIES, a California corporation, located at 28436 Satellite Street, Hayward, CA 94545 ("CONSULT ANT") (collectively the "Parties"). RECITALS A. The Contract dated effective July 1, 2011 was entered into between the Parties for CONSULTANT to administer, manage and deliver a hard-to-reach hospitality energy saving program for the City. B. The Parties entered into a First Amendment to the Contract dated effective July l, 2014 to extend the Term of the Contract through December 31, 2014. C. The Parties now desire to further extend the term of the Contract from its current expiration date ofDecember 31, 2014 to June 30, 2015 and to increase the current "Not to Exceed Amount" from $450,000 to $600,000 to allow for CONSUL TANT to provide services on behalf of the City under the hospitality energy savings program for an additional six (6) months. D. To accomplish this purpose, the Parties wish to amend the Contract NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Second Amendment, the parties agree: SECTION I. Section 2. TERM is hereby amended to read as follows: SECTION 2. TERM. The term of this Agreement shall be from July I, 2011 through June 30, 2015 unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 2. Section 4. NOT TO EXCEED COMPENSATION is hereby amended to read as follows: "SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONS ULT ANT for performance of the Services described in Exhibit "A", including both payment for professional services and reimbursable expenses, shall not exceed Six Hundred Thousand Dollars ($600,000). The applicable rates and schedule of payment are set out in Exhibit "C", entitled "COMPENSATION," which is attached to and made a part of this Agreement. Synergy Hospitality 7-29-14 DocuSign Envelope ID: A1A1D38D-53CC-4E67-8148-6145C50808DO Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit "C". CONSUL TANT 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. Section 13. PROJECT MANAGEMENT is hereby amended to read as follows: "SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Dave Millward as the project supervisor to have supervisory responsibility for the performance, progress, and execution of the Services to represent CONS ULT ANT during 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 ofany 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 of the Project or a threat to the safety of persons or property. The City's project manager is Anthony Enerio, Utilities Department, Marketing Services Division, 250 Hamilton Avenue, Palo Alto, CA 9430 I, Telephone (650) 329-2621. 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 by providing written notice of such designation to CONSULTANT." SECTION 4. The following exhibits to the Contract are hereby amended to read as set forth in the attachment(s) to this Second Amendment, which are incorporated in full by this refer- ence: a. Exhibit "A" entitled "SCOPE OF SERVICES". b. Exhibit "B" entitled "SCHEDULE OF PERFORMANCE c. Exhibit "C" entitled "COMPENSATION"." SECTION 5. Exhibit "E" entitled "NON-DISCLOSURE AGREEMENT", as set forth in the attachment to this Second Amendment, is hereby added to the Contract. Synergy Hospitality 7~29~14 DocuSign Envelope ID: A 1A 1D38D-53CC-4E67-8148-6145C50808DO SECTION 6. 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 Second Amendment on the Amendment Effective Date. CITY OF PALO ALTO SYNERGY COMPANIES City Manager ((-DocuSigned by: By:J~oo~c~U"~ Name: Steven Shallenberger APPROVED AS TO FORM: Title: President Senior Deputy City Attorney Synergy Hospitality 7-29-14 DocuSign Envelope ID: A1A1D38D-53CC-4E67-8148-6145C50808DO EXHIBIT "A" SCOPE OF SERVICES CONSUL TANT shall deliver an energy saving program to hospitality customers forthe City of Palo Alto Utilities department ("Palo Alto" or "City") in accordance with the specifications set forth in this Exhibit A. A. PROGRAM OVERVIEW: Name: Hospitality Program 2011-2015 Targeted Customer Segment: Commercial Sub-segment: Hotel, Motel, Nursing, Assisted Living, Hospital Market, Multi-Family Primary Teclmologies: Lighting, I-IVAC, Electrical, and Water Saving Measures In addition to the specific project components identified in Section B -"Program Implementation and Delivery", CONSULTANT will develop and implement a Marketing Plan, Quality Assurance Plan, and Staffing Plan. Marketing Plan CONSULTANT will carefully develop marketing and outreach plans. CONSULTANT will utilize marketing strategies to garner high levels of responses and participation, including marketing directly to targeted customers segments and in-person through face-to-face visits by CONSULTANT's associates and technicians. Additionally, CONSULTANT will develop relationship with home owner associations, Quality Assurance Plan CONSULTANT will maintain a Project Manager that monitors the work performed by each technician to verify the correct installation of work, to ensure that work is completed in compliance with City requirements, and to coordinate with the owner, property manager and maintenance teams, where applicable. CONSULTANT's Project Manager will evaluate 100% of the work that is completed and report to the City regarding the same. CONSULTANT will contact property managers/owners and business managers/owners after work is completed to determine satisfaction and to gain other important information about the work completed. CONSULTANT agrees to maintain an in-house inspection team that physically inspects 100% of all jobs completed by each technician. Synergy Hospitality 7-29-14 DocuSign Envelope ID: A1A1D38D-53CC-4E67-8148-6145C50808DO Staffing Plan CONSULTANT agrees to staff the program in accordance with the Staffing Plan set forth in Table A-1. CONSULT ANT shall notify the CITY concerning proposed changes to the staffing plan, and all such changes require the prior written consent of the CITY. T bl A 1 St ffi Pl ' - Staffing Responsibilities %of Direct Labor Total Honrs Dave Clark, CEO Administration, Marketing, 2% Production Steve Shallenberger, President Administration, Marketing, 2% Production, EM&V David Shallenberger, Engineer Quality Assurance 3% Jim Amos, Program Manager Administration, Marketing, 8% Production, EM&V Russ Jacobson, Controller Administration, EM&V 5% Dave Millward, Outreach & Property Owner/ 30% Business Development Manager Liaison Office Staff Administrative 2% Customer Service Administration 2% & Scheduling Staff Receptionist & Admin. Staff Administration 1% Data Entry & Scheduling Staff Administration 5% Quality Assurance Manager Production and EM& V 8% Direct Marketing Manager Marketing, Surveys, Reporting 2% Crew Chiefs & Technicians Installation of measures and 30% customer service TOTAL 100% B. PROGRAM IMPLEMENTATION AND DELIVERY The following outlines a summary of the program design and implementation: TASK I -PROGRAM RAMP-UP Task 1.1 Attend Program Kick-off Meeting: CONSULTANT will attend a program kick- off meeting with the Program Manager (PM) and other CITY staff, as necessary, in order to discuss project logistics, marketing coordination, evaluation, monitoring and verification coordination, invoicing requirements, scope of work, any contractual issues, and to explore new technologies to enhance energy savings. Synergy Hospitality 7-29-14 DocuSign Envelope ID: A 1A1D38D-53CC-4E67-8148-6145C50808DO Task 1.2 Task 1.3 Task 1.4 Task 1.5 Task 1.6 Program Data, Invoicing, and Reporting Training: CONSULT ANT will train its team and personnel on reporting systems. CONSULT ANT agrees to participate in training to learn how to submit monthly reports into CITY's tracking system. Schedule of Activities: CONSULTANT will finalize the schedule of activities that provide a monthly work plan and implementation timeline and submit such plan to City, for evaluation of the work plan and timeline. Marketing Plan: CONSULTANT will finalize a detailed marketing plan ("Marketing Plan") which will include a discussion of all necessary program marketing materials directly involved with program implementation or for general customer information. Consider all market segments and utilization of all possible energy efficiency (EE) programs. CONSULTANT will submit its marketing plan to the CITY. Marketing Materials: CONSULTANT will submit to the Project Manager ("PM") all marketing collateral materials, as outlined in the Marketing Plan, CONSULTANT will obtain CITY prior to any distribution, circulation, or publication of all such materials. Invoice and Reporting Tools: CONSULTANT will submit to CITY a sample of all the reporting tools (i.e., flat files, monthly narrative, quarterly reporting, etc.) that are required (as further outlined herein under Task 5 -Invoicing and Reporting for Completed Jobs). TASK 2 -PROGRAM LAUNCH Task2.l Implement Marketing Campaign: CONSUL TANT will execute the planned marketing campaign based on the proposed marketing plan. All marketing activities will be coordinated with the PM. TASK 3 -ENROLL CUSTOMERS (PRE-COMMITMENT ST AGE) Task3. l Task3.2 Program Agreement: CONSUL TANT will implement the Marketing Plan and utilize the marketing materials created to enroll customers that have been screened and identified as qualified. Customer enrollment occurs when CONSUL TANT executes a "Program Agreement" with the customer to receive preliminary program services. Optimize other EE programs for customer benefit: CONSULTANT will work with customers to optimize the energy efficiency programs available through CITY and other 3'd Party implementers and water rebate opportunities. TASK 4-INSTALL EE MEASURES (COMMITMENT STAGE) Task4.l Project Installation: CONSULTANT will deliver energy savings to customers through the installation of energy efficient hardware, upgrades, and services. Synergy Hospitality 7-29-l 4 DocuSign Envelope ID: A1A1 D38D-53CC-4E67-8148-6145C50808DO Task4.2 Inspections: CONSULTANT will inspect and verify (per specification) that all installed measures/projects in the Program are properly installed. CONSULTANT will have a Project Manager that supervises installations and work completed at each site. This individual will inspect l 00% of its jobs as technicians are completing their work. When the work is complete, the Q Project Manager will review work completed with the customer and have that individual pay for services if necessary and sign off that the work is acceptable and satisfactory. TASK 5 -INVOICE AND REPORT FOR COMPLETED PROJECTS (INSTALLATION STAGE) Task5.l Task5.2 Task5.3 Task5.4 In addition to the invoicing and other requirements set forth in the Agreement, CONSUL TANT will send in monthly reports, quarterly reports, and annual reports to City. CONSULT ANT shall also provide the CITY with the following documentation: a. Narrative Repoti, in alignment with format as prescribed by CITY; b. Workbook report with budget and energy savings; c. Program information in a format compatible with CITY; d. Beginning on a date set by City Project Manager, CONSUL TANT will input a program entry into the CITY's tracking system. The City in its sole discretion may determine that entries in the tracking system are a substitute for the monthly reports and quarterly reports required under Task 5.1; and e. Such other information reasonably requested by CITY CONSULTANT will evaluate program progress with each monthly report. CONSUL TANT agrees to work with CITY to respond to CPUC, or other federal, state or local data requests or reporting requirements. Title 20 and Title 24 Standards Applicable All work completed by CONSULTANT under this Agreement must comply with the prevailing building and appliance efficiency standards (Title 20 and Title 24). Only energy savings that are incremental to the minimum energy savings mandated by Title 20 and Title 24 can be counted towards program savings. To that end, the CMUA Technical Reference Manual (TRM) should be used as the reference source for determining annual energy savings. If a program measure is not covered by the TRM, the CONSULT ANT shall provide the estimated energy savings and workpaper(s) or reference source documenting the savings estimation methodology. Additionally, for projects that involve lighting retrofit installations at nonresidential customer sites, CONSUL TANT shall estimate the energy savings using the "'TRM NonRes lighting energy savings calcLtlator", or other similar calculators that incorporate the Title 24 and Title 20 baseline for estimating energy savings. If the latter is preferred, CONSULTANT will need to demonstrate that the energy savings calculation methodologies and the resultant savings from the TRM energy savings calculator and the CONSULT ANT-preferred calculator Synert,,'Y Hospitality 7-29-14 DocuSign Envelope ID: A1A1D38D-53CC-4E67-8148-6145C50808DO are equivalent. For the contract extension period, customer incentive payment and CONSUL TANT payment will continue to be based on the existing contract agreement. TASK 6-PERFORM CUSTOMER FEEDBACK SURVEYS Task6.l Task6.2 CONSULTANT will address and resolve all customer issues discovered through either survey feedback or other means of customer contact. CONSULTANT will pursue continuous improvements to promote complete customer satisfaction. Customer feedback issues will be tracked by CONSUL TANT using the monthly reports, as well as a completed complaint form .. CITY retains the right to separately survey program participants. If any issues cannot be resolved to the satisfaction of the customer by CONSULT ANT within five ( 5) days, CONS ULT ANT shall immediately provide CITY with a detailed description of any such complaint, which will include the name and contact information of the customer and any other information requested by C !TY. TASK 7 -RAMP-DOWN AND SHUTDOWN PROGRAM Task7. l Program Ramp-down: The CONSULTANT will complete and fully resolve all outstanding jobs in progress, customer complaints. TASK 8-SUBMIT FINAL PROGRAM REPORT Task8.l Task8.2 CONS ULT ANT will submit a final report which includes a narrative with an overview of the program and a workbook report with budget and energy savings performance from the program. The narrative will also contain a report on quality assurance information. The final report will include Program achievements, challenges, goals, lessons learned, and program improvements. CONSULTANT agrees to deliver the final report within 30 days of the end of the Term as such date may be extended at the sole discretion of the City. CONSULT ANT will maintains electronic copies of invoices as is required by City. Syneq,'Y Hospitality 7-29-14 DocuSign Envelope ID: A 1A 1 D38D-53CC-4E67-8148-6145C50808DO EXHIBIT "B" SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSUL TANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed. Task Timing -(Due Date) TASK I -PROGRAM RAMP-UP Task 1.1 Completed as of June 2011 Task l.2 On going Task 1.3 On going Task 1.4 On going Task 1.5 On going Task 1.6 On going TASK 2 -PROGRAM LAUNCH Task 2.1 Ongoing TASK 3-ENROLL CUSTOMERS (PRE-COMMITMENT STAGE\ Task 3.1 On going Task 3.2 On going TASK 4 -INSTALL EE MEASURES (COMMITMENT STAGE) Task 4.1 Ongoing Task4.2 On going TASK 5 -INVOICE AND REPORT FOR COMPLETED PROJECTS (INSTALLATION STAGE) Task 5.1 15" of each month Task 5.2 15'" of each month Task 5.3 As needed Task 5.4 Ongoing TASK 6-PERFORM CUSTOMER FEEDBACK SURVEYS Task 6.1 On going Task 6.2 Ongoing TASK 7 -RAMP-DOWN AND SHUTDOWN PROGRAM Task 7.1 15'" of each month TASK 8 -SUBMIT FINAL PROGRAM REPORT Task 8.1 As requested by CPAU program manager Task 8.2. Prior to February 2014 Synergy Hospitality 7-29-14 DocuSign Envelope ID: A1A1D38D-53CC-4E67-8148-6145C50808DO EXHIBIT "C" COMPENSATION The CITY agrees to compensate the CONSUL TANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in this Exhibit C. The compensation to be paid to CONSUL TANT under this Agreement for all services described in Exhibit "A" ("Basic Services") shall not exceed six hundred thousand dollars $600,000. CONSUL TANT agrees to complete all 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. City will compensate CONSULTANT using a fixed-unit pricing structure. City will compensate CONSULTANT a fixed price per Eligible Measure installed and approved by City as set forth in Table C-l. The NOT TO EXCEED price for each Eligible Measure set forth in Table C-1 includes all of CONSULTANT's Costs, including, without limitation, administrative costs, marketing/outreach costs, and direct implementation (materials and labor) costs. It is City's expectation that approximately 85% of CONSULT ANT' s costs be related to direct implementation costs (materials and labor) with approximately 15% reserved for marketing/outreach costs and administrative costs respectively. Maximum Total Compensation NOT TO EXCEED AMOUNT = $600,000 Synergy Hospitality 7~29-14 DocuSign Envelope ID: A1A1 D38D-53CC-4E67-8148-6145C50808DO Table 1: Hospitality Program I Measure Installed Cost CITY retains the right to limit the maximum number of individual measures, per t ll d b CONSULT ANT cus omer or er ear, insta e . I 1 Hosoitalitv Insulation (0 to R30) $1.15 2 Hosoitalitv Insulation (RI I or less to R30) $0.99 3 Suoer Low Flow Bathroom Aerator $8.50 4 Super Low Flow Showerhead > 1. 7GPM $42.50 5 Pre-Rinse Spray Head in Restaurants $145.00 6 LED Exit Sign -One Sided $57.00 7 LED Exit Sign -Two Sided $57.00 8 EnernvStar® 13W CFL $10.00 9 Ener<'VStar® l 8W CFL $10.00 10 EnemvStar® 23W CFL . $10.00 11 EnernvStar® 28W CFL Fixture (Vanity) $47.50 12 EneravStar® I 3W CFL w/ Reflector $16.25 13 EnergvStar® 23W CFL w/ Reflector $16.25 14 Hardwire Interior Li<>ht $64.55 15 4-Foot (2-lamp) T8 Retrofit $48.00 16 4-Foot (4-lamp) T8 Retrofit $68.00 17 4-Foot T8 Delamping -Retail Small $38.50 18 4-Foot T8 Delamping -Office small $38.50 19 PSMH Exterior Fixture $285.00 20 EnemvStar® 7W LED $35.00 21 Occupancy Sensor $66.00 22 Enovative Circ Pump Sensor Controls $1,650.00 23 Enovative Circ Pump-Pump & Sensor $2,750.00 Controls 24 Entergize (hotel) PIR Thennostat Only $475.00 25 Entergize Master Entry Switch $260.00 26 Entergize Keycard Controlled Thermostat $300.00 27 Entergize Kevcard Controlled Light Switch $115.00 25% multi-switch discounts 28 Entergize Kevcard Controlled Plug Outlet $115.00 25% multi-switch discounts 29 Evolve Hotel Manrurement System $730.00 30 Open Sign LED -Office $265.00 31 Open Sign LED -Retail $265.00 32 Pioe Wrao $3.00 33 Clean Condensor Coil $25.00 34 RCA High Increase $161.00 35 RCA Tvoical Increase $161.00 36 RCA Typical Decrease $161.00 37 RCA High Decrease $161.00 38 Vending Machine Control Cold Drink $295.00 (Common) 39 Economizer Tuneup & Digital Un<>rade $575.00 40 Intelligent Power Strip $67.50 Synergy Hospitality 7-29-14 DocuSign Envelope ID: A 1A 1D38D-53CC-4E67-8148-6145C50808DO EXHIBIT "E" NON-DISCLOSURE AGREEMENT BETWEEN THE CITY OF PALO ALTO AND SYNERGY COMPANY This NON-DISCLOSURE AGREEMENT (the "Agreement"), dated as of July I, 2011 (the "Effective Date"), is entered into by and between the City of Palo Alto, a California chartered municipal corporation, 250 Hamilton Avenue, Palo Alto, CA 94301 (the "Disclosing Patty") and SYNERGY COMPANIES, a California corporation, located at 28436 Satellite Street, Hayward, CA, 94545 (the "Receiving Party") (individually, a "Party" and, collectively, the "Parties"). RECITALS 1. The Parties entered into a contract for professional services as of July I, 2011, City of Palo Alto Contract No. C 11113861 lA (the "Contract"); the Receiving Party is providing administer, manage and deliver a hard-to-reach hospitality energy saving program to the Disclosing Party. 2. In its performance of consulting services, the Receiving Party and its authorized members, directors, officers, employees, agents and representatives will acquire and otherwise gain access to certain Confidential Information of the Disclosing Party, including the personal information of one or more electric utility customers of the City's Depa1tment of Utilities, which is exempt from public disclosure under California Government Code section 6254.16. 3. The Disclosing Party would not share or disclose any Confidential Information to the Receiving Party but for the legal protections against unauthorized disclosures intended to be afforded by California law and this Agreement, and is relying on this Agreement in disclosing such Confidential Information to the Receiving Party. AGREEMENT In consideration of the foregoing recitals and mutual covenants, terms and conditions, the Parties agree, as follows: 1. Confidential Information. "Confidential Information" means any and all financial and related utility customers' personal information of a non-public, proprietary or confidential nature, in any form or medium, written or oral, concerning or relating to the Disclosing Patty (whether prepared by the Disclosing Party, its employees or agents, and irrespective of the form or means of communication and whether it is labeled or otherwise identified as confidential) that is furnished or made available to the Receiving Party by the Disclosing Party. 2. Exceptions. The Receiving Party agrees to maintain as confidential, to the extent permitted or required by applicable law, all Confidential Information furnished or otherwise made available to the Receiving Party by the Disclosing Party. Notwithstanding the foregoing and the provisions of Section 1, "Confidential Information" shall exclude (and the Receiving Party shall not Synergy Hospitality 7-29-J 4 1 DocuSign Envelope ID: A 1A 1 D38D-53CC-4E67-8148-6145C50808DO be under any obligation to maintain in confidence) any information (or any portion thereof) disclosed to the Receiving Party by the Disclosing Party to the extent that such information: (a) is in the public domain at the time of disclosure; or (b) at the time of or following disclosure, becomes generally known or available through no act or omission on the part of the Disclosing Party; or ( c) is known, or becomes known, to the Receiving Party from a source other than the Disclosing Party or its Representatives (as defined herein), provided that disclosure by such source is not .in breach of a confidentiality agreement with the Disclosing Party; or (d) is independently developed by the Receiving Party without violating any of its obligations under this Agreement or any other agreement between the Parties; or ( e) is legally required to be disclosed by judicial or other governmental action; provided, however, that prompt notice of suchjudicial or other governmental action shall have been first given to the Disclosing Party, which shall be afforded the oppottunity to exhaust all reasonable legal remedies to maintain the Confidential Information in confidence, in accordance with Section 7 below; or (f) is permitted to be disclosed by a formal written agreement executed by and between the Parties. Specific information shall not fall within the exceptions of Sections 2(a) through 2(f) above merely because it is embraced by more general info1mation falling within such exceptions. 3. California Public Records Act. The Receiving Party acknowledges that the Disclosing Party is a public agency subject to the requirements of the California Constitution, A1ticle 1, Section 3 and California Public Records Act Cal. Gov. Code section 6250 et seq. The Receiving Party acknowledges that the Disclosing Party may submit to or otherwise provide access to the Receiving Party Confidential Information that the Disclosing Party or any electric utility customer of the Disclosing Party considers to be protected from disclosure pursuant to exemptions granted by applicable California law. Whether or not there is a request or demand ofany third party not a Party to this Agreement (the "Requestor") for the production, inspection and/or copying of information designated by the Disclosing Party as Confidential Information, the Disclosing Party shall be solely responsible for taking whatever legal steps the Disclosing Party deems necessary to protect information deemed by it to be Confidential Information and to prevent release of information to the Requestor (including the release of such information by the Receiving Party). Under no circumstances will the Receiving Party be permitted to comply with the Requestor's demand for disclosure of such Confidential Information that the Disclosing Party deems confidential and not intended for disclosure to the general public, or otherwise publicly disclose the Confidential Information to any person not authorized by law to receive such information. 4. Confidential Infonnation. As practicable, the Confidential Information shall be marked with the words "Confidential" or "Confidential Material" or with words of similar import. The Disclosing Patty shall instruct the Receiving Parties that information of a financial, personal, or Synergy Hospitality 7~29~14 ~ DocuSign Envelope ID: A1A1D38D-53CC-4E67-8148-6145C50808DO proprietary nature being conveyed orally and intended by the Disclosing Party to be covered by the terms of this Agreement, is deemed Confidential Information. To the extent possible, the Disclosing Party shall endeavor to mark any electronic document intended to be covered by the terms of this Agreement with the words "Confidential" or similar words, or, if that is not possible or would be exceedingly difficult, the City shall notify the Receiving Patties (for example, by covering e-mail transmitting the electronic document) that the electronic document is Confidential Information. The City's failure, for whatever reason, to mark any material at the time it is produced to the Receiving Party, or to notify it that oral or electronic material is Confidential Information at the time it is provided, shall not take the material out of the coverage of this Agreement for all time, and the Receiving Party shall treat the material as Confidential Information once the City has notified it that the material is to be covered by this Agreement. 5. Duty to Keep Confidential. The Receiving Party acknowledges that the Confidential Information is proprietary and a valuable asset of the Disclosing Party and agrees that the Receiving Party shall take reasonable precautions to ensure that such Confidential Information is safeguarded against disclosure to unauthorized employees or third parties. (a) The Receiving Party shall use the Confidential Information solely as permitted by the Contract and shall not sell Confidential Information or otherwise disclose City of Palo Alto Utilities' customers' personal infomiation under any circumstances and without the prior written consent of the City. The Receiving Party shall not disclose the Confidential Infonnation, or portions thereot: to any directors, officers, partners, managers, members, employees, advisors, agents, sub-CONSUL TANTs and other representatives of the Receiving Party and their subsidiaries and affiliates, including, without limitation, attorneys, accountants, consultants, and financial advisors (collectively, the "Representatives"), except to those who need to know such information for the purpose of advising City and who agree to the terms of this Agreement. (b) The Receiving Party agrees that any of the Representatives to whom the Confidential Information is disclosed will be informed of the confidential or proprietary nature of such information and of the Receiving Party's obligations under this Agreement. The Receiving Party is responsible for any use of Confidential Information by any of its Representatives. (c) The Receiving Party shall ensure that (i) any directors, officers, representatives, advisors and sub-CONSULTANTs with whom the Receiving Party shares such information or who acquire knowledge of such information from or through the Receiving Party regard and treat such Confidential Information of the Disclosing Party as strictly confidential and wholly owned by either the Disclosing Party, and (ii) the Receiving Party shall not (and the Receiving Party shall ensure that any directors, officers, representatives, advisors and sub- CONSUL TANTs with whom the Receiving Party shares such information or who acquire knowledge of such information from or through the Receiving Party do not) for any reason, in any fashion, either directly or indirectly, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, or otherwise communicate any such Confidential Information to any third party, or misappropriate, reproduce, copy or use any such Confidential Information, in either case, for any purpose other than in accordance with this Agreement. Synergy Hospitality 7-29-14 l DocuSign Envelope ID: A 1A1 D38D-53CC-4E67-8148-6145C50808DO (d) If the Receiving Party or any of its Representatives are requested or required to disclose any Confidential Information, including terms and conditions being negotiated, by law, regulation, the applicable rules of any national securities exchange or other market or reporting system, oral questions, interrogatories, requests for information or other documents in legal proceedings, subpoena, civil investigative demand or any other similar process, the Receiving Party shall provide the Disclosing Party with prompt written notice of any such request or requirement so that the Disclosing Party has an opportunity to seek a protective order via Writ of Mandate or other appropriate remedy, or waive compliance with the provisions of this Agreement. ( e) If the Disclosing Party waives compliance with the provisions of this Agreement with respect to a specific request or requirement, the Receiving Pa1ty and its Representatives shall disclose only that portion of the Confidential Information that is expressly covered by such waiver and which is necessary to disclose in order to comply with such request or requirement. The Receiving Party and its Representatives shall cooperate in a reasonable manner with the Disclosing Party in attempting to preserve the confidentiality of the Confidential Information. (f) If (in the absence of a waiver by the Disclosing Party) the Disclosing Party has not secured a protective order or other appropriate remedy despite artempting to do so, and the Receiving Party or one of its Representatives is nonetheless then legally compelled to disclose any Confidential Information, the Receiving Party or such Representative may, without liability hereunder, disclose only that portion of the Confidential Information that is necessary to be disclosed. In the event that disclosure is made in accordance with this subsection, the Receiving Party shall exercise, and cause its Representatives to exercise, reasonable efforts to preserve the confidentiality of the Confidential Information, including obtaining reliable assurance at the sole expense of the Receiving Party that confidential treatment shall be accorded any Confidential Infonnation so furnished. 6. No Liabilitv. Reliance. or Obligation. Except as set fo1th in any formal written agreement executed by and between the Parties, neither the Receiving Party nor any of its Representatives shall be entitled to rely on any statement, promise, agreement or understanding, whether written or oral, or any custom, usage of trade, course of dealing or conduct. In addition, each Party understands and acknowledges that neither the Disclosing Party nor any of its representatives, employees or agents makes any representation or warranty, express or implied, as to the accuracy or completeness of any Confidential Information, and tl1at neither the Disclosing Party nor any of its representatives, employees or agents shall have any liability whatsoever to the Receiving Party or to any of its Representatives relating to or resulting from the Confidential Information or any errors therein or omissions therefrom. 7. Remedies. The Receiving Party, in recognition that an irreparable injury may result to the Disclosing Party, if any provision of this Agreement is violated, agrees that upon any breach or threatened breach of any provision of this Agreement by the Receiving Party or any Representatives, that the City shall be entitled to seek an injunction or specific perfonnance prohibiting such conduct or any other relief as may be permitted by law. Synergy Hospitality 7-29-14 DocuSign Envelope ID: A 1A 1 D38D-53CC-4E67-8148-6145C50808DO 8. Return of Confidential Information. The Disclosing Party may at any time request that the Receiving Party promptly return to the Disclosing Party or destroy any or all documents or other materials containing Confidential Information of the Disclosing Party, and the Receiving Party shall immediately comply with any such request. Notwithstanding the return or destruction of the Confidential Information as contemplated by this subsection, the Receiving Party and its Representatives will continue to be bound by the terms of this Agreement with respect thereto, including all obligations of confidentiality. 9. Survival. The Receiving Party's obligations of confidentiality and non-circumvention under this Agreement shall survive the termination of this Agreement. I 0. General Provisions. (a) Entire Agreement. This Agreement contains the entire understanding between the Parties with respect to the Confidential Information and supersedes all prior communications, representations, understandings, or contracts, either written or oral, which purport to describe or embody the subject matter of this Agreement. This Agreement shall apply in lieu of and notwithstanding any specific legend or statement associated with any Confidential Information transferred. (b) Governing Law and Jurisdiction. This Agreement shall be interpreted and construed pursuant to the laws of the State of California without regard to its conflicts of laws principles. The Receiving Party agrees that this Agreement may be enforced in the courts of the State of California and, by executing this Agreement, the Receiving Party submits to the jurisdiction of any federal or state comi in California for the resolution of any dispute under this Agreement. (c) Waiver; Amendment. None of the terms or conditions of this Agreement may be amended or waived except in writing signed by the Parties. The Parties agree that no waiver, amendment, or modification of this Agreement shall be established by conduct, custom, or course of dealing. The failure by any Party at any time or times to require perfotmance of any provision hereof will in no manner affect its right at a later time to enforce the same. ( d) Assignment. This Agreement shall not be assignable without the prior written consent of the non-assigning Party, and such consent may not be unreasonably withheld. Any assignment attempted in violation ofihis paragraph shall be void. (e) Severability. If any term of this Agreement is found to be invalid by a court of competent jurisdiction then such term shall remain in force to the maximum extent permitted by law. All other terms shall remain in force unless that term is determined not to be severable from all other provisions of this Agreement by such court. (f) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original part, all of which together shall constitute one and the same instrument. Synergy Hospitality 7-29-14 "55"$).&/5 AMENDMENT TWO TO CONTRACT NO. C11138611B BETWEEN THE CITY OF PALO ALTO AND SYNERGY COMPANIES This Amendment Two ("Second Amendment") to Contract No. Cl 113861 lB ("Contract") is entered into August 18, 2014 ("Amendment Effective Date"), by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("CITY"), and SYNERGY COMPANIES, a California corporation, located at 28436 Satellite Street, Hayward, CA 94545 ("CONSULTANT") (collectively the "Parties"). RECITALS A The Contract dated effective July 1, 2011 was entered into between the Parties for CONSULT ANT to administer, manage and deliver a residential low-income energy saving program for the CITY B. The Parties entered into a First Amendment to the Contract dated effective July 1, 2014 to extend the Term of the Contract through December 31, 2014. C. The Parties now desire to further extend the term of the Contract from its current expiration date of December 31, 2014 to June 30, 2015 and to increase the current "Not to Exceed Amount" from $500,000 to $666,000 to allow for Consultant to provide services on behalf of the City under the low-income energy savings program for an additional six (6) months. D~ To accomplish this purpose, the Parties wish to amend the Contract. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Second Amendment, the parties agree: SECTION 1. Section 2. TERM is hereby amended to read as follows: "SECTION 2. TERM .The term of this Agreement shall be from July 1, 2011 through June 30, 2015 unless terminated earlier pursuant to Section 19 of this Agreement." SECTION 2. Section 4. NOT TO EXCEED COMPENSATION is hereby amended to read as follows: "SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULT ANT for performance of the Services described in Exhibit "A", including both payment for professional services and reimbursable expenses, shall not exceed Six Hundred and Sixty Six Thousand Dollars ($666,000). The applicable rates and schedule of payment are set out in Exhibit "C", entitled "COMPENSATION," which is attached to and made a part of this Agreement. 1 Synergy Low Income 7-29-2014 i J I i I j" I j DocuSign Envelope ID: C918DEE3-2160-43D8-BACO-FA3D3FE3918E IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Second Amendment on the Amendment Effective Date. CITY OF PALO ALTO City Manager APPROVED AS TO FORM: Senior Deputy City Attorney 3 Synergy Low Income 7-29-2014 SYNERGY COMPANIES ((DocuSigned by: By~~D5~~trp N Steven shal lenberger ame: ~~~~~~~~~~~ Title: President l -l DocuSign Envelope ID: C918DEE3-2160-43D8-BACO-FA3D3FE3918E Taskl.2 Taskl.3 Taskl.4 Taskl.5 Taskl.6 Program Data, Invoicing, and Reporting Training: CONSULTANT will train its team and personnel on reporting systems. CONSUL TANT agrees to participate in training to learn how to submit monthly reports into CITY's tracking system. Schedule of Activities: CONSULTANT will finalize the schedule of activities that provide a monthly work plan and implementation timeline and submit such plan to City for evaluation of the work plan and time line. Marketing Plan: CONSUL TANT will finalize a detailed marketing plan ("Marketing Plan") which will include a discussion of all necessary program marketing materials directly involved with program implementation or for general customer information. Consider all market segments and utilization of all possible EE programs. CONSULTANT will submit its marketing plan to the CITY. Marketing Materials: CONSULTANT will submit to the PM all marketing collateral materials, as outlined in the Marketing Plan. CONSUL TANT will obtain CITY's approval prior to any distribution, circulation, or publication of all such materials. Invoice and Reporting Tools: CONSULTANTwiH submit to CITY a sample of all the reporting tools (i.e., flat files, monthly narrative, quarterly reporting, etc.) that are required (as further outlined herein under Task 5 -Invoicing and Reporting for Completed Jobs). TASK 2 -PROGRAM LAUNCH Task2.1 Implement Marketing Campaign: CONSULTANT will execute the planned marketing campaign based on the proposed marketing plan. All marketing activities will be coordinated with the PM. TASK 3 -ENROLL CUSTOMERS (PRE-COMMITMENT STAGE) Task3.l Task3.2 Program Agreement: CONSULT ANT will implement the Marketing Plan and utilize the marketing materials created to enroll customers that have been screened and identified as qualified. Customer enrollment occurs when CONSUL TANT executes a "Program Agreement" with the customer to receive preliminary program services. Optimize other EE programs for customer benefit: CONSULTANT will work with customers to optimize the energy efficiency programs available through CITY and other 3rd Party implementers and water rebate opportunities. TASK 4-INSTALLEE MEASURES (COMMITMENT STAGE) Task4.1 Project Installation: CONSULTANT will deliver energy savings to customers through the installation of energy efficient hardware, upgrades, and services. 6 Synergy Low Income 7-29-2014 DocuSign Envelope ID: C918DEE3-2160-43D8-BACO-FA303FE3918E Task4.2 Inspections: CONSULTANT will inspect and verify (per specification) that all installed measures/projects in the Program are properly installed. CONSULTANT will have a Project Manager that supervises installations and work completed at each site. This individual will inspect 100% of its jobs after technicians have completed work. When the work is completed and inspected, the Project Manager will review completed work with the customer who will sign off that the work is acceptable and satisfactory. TASK 5 -INVOICE AND REPORT FOR COMPLETED PROJECTS (INSTALLATION STAGE) Task5.l Task5.2 Task5.3 Task5.4 In addition to the invoicing and other requirements set forth in the Agreement, CONSULTANT will send in monthly reports, quarterly reports, and annual reports to City. CONSULTANT shall also provide the CITY with the following documentation; a. b. c. d. e. Narrative Report, in alignment with format as prescribed by CITY; Workbook report with budget and energy savings; Program information in a format compatible with CITY; Beginning on a date set by City Project Manager, CONSUL TANT will input a program entry into the CITY' s tracking system. The City in its sole discretion may determine that entries in the tracking system are a substitute for the monthly reports and quarterly reports required under Task5.l;and , Such other information reasonably requested by CITY CONSULTANT will evaluate program progress with each monthly report. CONSULT ANT agrees to work with CITY to respond to CPUC, or other federal, state or local data requests or reporting requirements. Title 20 and Title 24 Standards Applicable: All work completed by CONSUL TANT under this Agreement must comply with the prevailing building and appliance efficiency standards (Title 20 and Title 24). TASK 6 -PERFORM CUSTOMER FEEDBACK SURVEYS Task6.l Task6.2 CONSULTANT will address and resolve all customer issues discovered through either survey feedback or other means of customer contact. CONSULT ANT will pursue continuous improvements to promote complete customer satisfaction. Customer feedback issues will be tracked by CONSULT ANT using the monthly reports, as well as a completed complaint form. CITY retains the right to separately survey program participants. If any issues cannot be resolved to the satisfaction of the customer by CONSULTANT within five (5) days, CONSULTANT shall immediately provide 7 Synergy Low Income 7-29-2014 _j i DocuSign Envelope ID: C918DEE3-2160-43D8-BACO-FA3D3FE3918E and the provisions of Section 1, "Confidential Information'' shall exclude (and the Receiving Party shall not be under any obligation to maintain in confidence) any information (or any portion thereof) disclosed to the Receiving Party by the Disclosing Party to the extent that such information: (a) is in the public domain at the time of disclosure; or (b) at the time of or following disclosure, becomes generally known or available through no act or omission on the part of the Disclosing Party; or ( c) is known, or becomes known, to the Receiving Party from a source other than the Disclosing Party or its Representatives (as defined herein), provided that disclosure by such source is not in breach of a confidentiality agreement with the Disclosing Party; or ( d) is independently developed by the Receiving Party without violating any of its obligations under this Agreement or any other agreement between the Parties; or (e) is legally required to be disclosed by judicial or other governmental action; provided, however, that prompt notice of such judicial or other governmental action shall have been first given to the Disclosing Party, which shall be afforded the opportunity to exhaust all reasonable legal remedies to maintain the Confidential Information in confidence, in accordance with Section 7 below; or (t) is permitted to be disclosed by a formal written agreement executed by and between the Parties. Specific information shall not fall within the exceptions of Sections 2(a) through 2(t) above merely because it is embraced by more general information falling within such exceptions. 3. California Public Records Act. The Receiving Party acknowledges that the Disclosing Party is a public agency subject to the requirements of the California Constitution, Article 1, Section 3 and California Public Records Act Cal. Gov. Code section 6250 et seq. The Receiving Party acknowledges that the Disclosing Party may submit to or otherwise provide access to the Receiving Party Confidential Information that the Disclosing Party or any electric utility customer of the Disclosing Party considers to be protected from disclosure pursuant to exemptions granted by applicable California law. Whether or not there is a request or demand of any third party not a Party to this Agreement (the "Requestor") for the production, inspection and/or copying of information designated by the Disclosing Party as Confidential Information, the Disclosing Party shall be solely responsible for taking whatever legal steps the Disclosing Party deems necessary to protect information deemed by it to be Confidential Information and to prevent release of information to the Requestor (including the release of such information by the Receiving Party). Under no circumstances will the Receiving Party be permitted to comply with the Requestor' s demand for disclosure of such Confidential Information that the Disclosing Party deems confidential and not intended for disclosure to the general public, or otherwise publicly · disclose the Confidential Information to any person not authorized by law to receive such information. 13 Synergy Low Income 7-29-2014 AMENDMENT THREE TO CONTRACT NO. C09130404A BETWEEN THE CITY OF PALO ALTO AND ENOVITY, INC. This Amendment Three (“Third Amendment”) to Contract No. C09130404A (“Contract”) is entered into August 18th, 2014 (“Amendment Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and ENOVITY, INC., a California corporation, located at 100 Montgomery Street, Suite 600, San Francisco, CA 94104 (“CONSULTANT”) (collectively, the “Parties”). R E C I T A L S A. The Contract dated effective June 1, 2009was entered into between the parties for CONSULTANTtoprovide evaluation, measurement and verification, demand reductions, and to administer, manage and delivera third party Commercial and Industrial Energy Efficiency Program for the City. B. The Parties entered into a First Amendment to the Contract dated effective July 1, 2011 to increase the Contractor’s “Not to Exceed” amount from $1,496,250 to $2,062,465 and to extend the term of the Contract through May 31, 2014. C. The Parties entered into a Second Amendment to the Contract dated effective June 1, 2014, to extend the term of the Contract through November 30, 2014. D. The Parties now desire to further extend the term of the Contract from its current expiration date of November 30, 2014 to June 30, 2015 and to clarify and update various aspects of the scope of work and compensation set forth in the Contract to allow for Consultant to provide services under its Commercial and Industrial Efficiency Program for an additional seven (7) months. E. To accomplish this purpose, 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 2. TERM is hereby amended to read as follows: “SECTION 2. TERM.The term of this Agreement shall be from June 1, 2009 through June 30, 2015 unless terminated earlier pursuant to Section 19 of this Agreement.” 1 Enovity 7-29-14 DocuSign Envelope ID: A28A71E2-AA9B-4A47-AE25-1E97A29125E7 ATTACHMENT 4 SECTION 2. Section 13. PROJECT MANAGEMENT is hereby amended to read as follows: “SECTION 13. PROJECT MANAGEMENT. CONSULTANTwill assign Tim Huang is the project supervisor to have supervisory responsibility for the performance, progress, and execution of the Services to represent CONSULTANT during 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 of the Project or a threat to the safety of persons or property. The City’s project manager the, Utilities Department, Marketing Services Division currently Anthony Enerio, 250 Hamilton Avenue, Palo Alto, CA 94303, Telephone (650) 329-2621.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 timeby providing written notice of such designation to CONSULTANT.” SECTION 3. The following exhibits to the Contract are hereby amended to read as set forth in the attachment(s) to this Third Amendment, which are incorporated in full by this refer- ence: a. Exhibit “A” entitled “SCOPE OF SERVICES” b. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE” c. Exhibit “C” entitled “COMPENSATION” SECTION 4. Exhibit “F” entitled “NON-DISCLOSURE AGREEMENT”, as set forth in the attachment to this Third Amendment, is hereby added to the Contract. SECTION 5. 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 Third Amendment on the Amendment Effective Date first above written. 2 Enovity 7-29-14 DocuSign Envelope ID: A28A71E2-AA9B-4A47-AE25-1E97A29125E7 CITY OF PALO ALTO ____________________________ City Manager APPROVED AS TO FORM: _____________________________ Senior Deputy City Attorney ENOVITY, INC, By:___________________________ Name:_________________________ Title:________________________ 3 Enovity 7-29-14 DocuSign Envelope ID: A28A71E2-AA9B-4A47-AE25-1E97A29125E7 EXHIBIT "A" SCOPE OF SERVICES Overview The City of Palo Alto (“City or “CPAU”) Commercial and Industrial Energy Efficiency Program (“Program”) is an incentive program to encourage commercial and industrial sector customers to optimize building energy performance through implementation of building system infrastructure improvements, boiler energy efficiency upgrades, HVAC system improvements and controls tune-up measures. The Program targets gas and electrical savings. The Program shall begin May 1, 2009 and run through the end of the Term of the Agreement. Target Market CONSULTANT’s Program will target commercial and industrial customers in the government, institutional and private sectors within the City. Buildings will include State, local government, colleges and schools and private office buildings; high tech facilities; manufacturing facilities; lab buildings; retail buildings; hospitality buildings (hotels and resorts), and hospitals. The minimum building size is targeted at greater than 30,000 square feet, with an average candidate size of around 50,000 square feet, and no limit on maximum building size. Energy Savings Targets CONSULTANT’s energy savings targets for the program for the term of the Agreement are as provided in Table 1.1. Table 1.1 Program Energy Saving Targets Gross kW Gross kWh Gross Therms FY 2010 77 1,111,500 32,490 FY 2011 205 2,964,000 86,640 FY 2012 231 3,334,500 97,470 FY 2013 0 3,696,667 94,467 FY 2014 0 3,696,667 94,467 FY 2015 0 3,696,667 94,467 FY 2010-FY 2015 513 24,798,501 684,111 Scope of CONSULTANT’s Energy Efficiency Projects CONSULTANT’s Program shall focus on HVAC, process (including compressed air and steam), controls, domestic hot water, lighting controls, and lighting retrofit energy efficiency projects. Existing HVAC, controls and lighting systems shall be re-commissioned and optimized, and more energy efficient equipment will be installed. For larger buildings where Building Automation Systems (BAS) that incorporate Direct Digital Controls (DDC) are already installed, CONSULTANT will evaluate thefacility to determine if it is suitable for the installation of a fault diagnostic tool such as Performance and Continuous Re- 4 Enovity 7-29-14 DocuSign Envelope ID: A28A71E2-AA9B-4A47-AE25-1E97A29125E7 commissioning Analysis Tool (PACRAT); if a site is suitable CONSULTANT will work with the customer to install the tool. A fault diagnostic tool alerts the building operator to poor HVAC system performance and allows for fast correction of system deficiencies and longer persistence of energy savings. CONSULTANT will focus on three types of energy efficiency projects: (a) control setting changes, (b) hardware repair and (c) installation of new equipment. CONSULTANT’s energy efficiency projects under each category will include, but not be limited to the following: (a) Control Setting Changes x Re-enable operation of air-side economizer (and associated dampers) and implement optimal differential economizer control (compare outside air to return air) x Eliminate unnecessary or simultaneous heating or cooling x Eliminate/ reduce boiler staging x Burner tune-up or linkage repair/ replacement x Replace, relocate or calibrate temperature sensors x Multi-zone / dual-duct air handler hotdeck and cold deck temperature reset based on worst case zone x VAV air handler static pressure reset based on zone demand x VAV air handler supply air temperature adjustments and/or reset x Lower the VAV box and/or air handler minimum air flow settings x Repair faulty or failed VAV box controls x Implement night-time or unoccupied mode temperature reset if equipment can be scheduled off x Adjust HVAC equipment start-stop schedules and operating times to match occupancy x Schedule exhaust fans that currently operate continuously x Add optimum start control x Re-enable air handler morning warm-up control x Tune control loop PID parameters / reduce control loop hunting x Install new sensors for improved control x Improve return fan VFD control (track to supply fan or control building static pressure) x Reset CHW supply temperature x Reset CW supply temperature (either approach to wet-bulb reset or optimal fan- chiller reset strategy) x Reset HW supply temperature x Optimize compressed air systems x Boiler-HW system cut-off based on outside air temperature x Implement demand side ventilation control and/or reduce ventilation if excessive. 5 Enovity 7-29-14 DocuSign Envelope ID: A28A71E2-AA9B-4A47-AE25-1E97A29125E7 x Operate multiple pump VFDs versus single pump VFD at less than design system flow and head x Adjust lighting schedules to match occupancy x Over-pump chillers to improve chiller loading for low delta-T systems x Optimize / improve chiller staging x Re-enable or expand hydronic economizer plate-and-frame heat exchanger (b) Hardware Repair x Repair leaking air dampers x Repair hot water or steam leaks x Repair or replace damaged actuators x Repair leaks on compressed air systems x Repair leaking cooling or heating coil valves x Reconfigure air handler duct work to reduce fan static and/or improve air mixing and/or economizer operation x Repair control loop for pump or fan speed control x Repair / replace failed fan or pump VFDs x Correct static pressure problems or diagnose VFDs operating at 100% - resolve air balance issues, repair significant duct leakage, repair uncontrolled boxes or zones x Clean cooling or heating coils x Replace clogged filters on air handlers x Replace filter for combustion air on boilers x Repair damaged boiler refractory x Balance chilled water flow and provide correct flow to chillers to improve efficiency x Reset variable flow pumping system delta-P based on coil demand (or implement a seasonal reset) x Correct CHW piping for improved control, operation or delta-T x Repair, replace and/or adjust occupancy sensor controls x Pipe and Tank Insulation Repair x Repair or re-enable lighting system controls x Clean chiller evaporator and condenser bundle tubes (c) Installation of New Equipment x Convert constant volume pumping systems to variable volume pumping systems x Convert constant volume airside systems to variable volume x Retrofit economizer sections on to rooftop packaged units x Install smarter controllers (including economizer control and temperature reset control) on to rooftop packaged units. x Replace pilot lights with electronic ignition x Install occupancy based controls for hotel room HVAC systems 6 Enovity 7-29-14 DocuSign Envelope ID: A28A71E2-AA9B-4A47-AE25-1E97A29125E7 x Trim pump impellers x Replace inefficient AC units with units that have improved SEER and EERs x Boiler burner efficiency and control upgrades (including Parallel Positioning Control, O2 Trim Control, and SCRs) x High efficiency boiler installations and steam to hot water boiler conversions; condensing boilers x Boiler feed-water economizer heat recovery x Boiler condensing economizer heat recovery x Install heat wheels (heat recovery) on air handlers x Boiler feed pump VFD x Replace or repair steam traps x Condensate and blow-down heat recovery x Ozone water treatment (for laundries) x Constant volume to variable volume conversions for lab building/fume hood systems x Upgrade air handler with discharge damper or inlet vane controls to VFD control x Install CO sensors to control parking garage exhaust fans x Install a VFD or trim the pump impellers for oversized pumps with throttled balancing valves x Convert distribution system to variable flow and install VFD x Install VFDs on primary pumps and track primary pumps to secondary pumps x Expand lighting control system controls x Add bi-level lighting control and/or occupancy sensor control x Install more efficient lighting systems x Upgrade older pneumatic control systems to Direct Digital Control (DDC) PROGRAM WORK PLAN Task 1 – Project Initiation Meeting CONSULTANT shall attend a Project Initiation Meeting with CPAU staff to establish roles, timelines, and priorities in the delivery of the Program. The meeting will also cover Program logistics, marketing, coordination, evaluation, monitoring and verification activities, invoicing requirements, scope of work, and any remaining contractual issues. x Task 1.1 Deliverable:Meeting attendance, definition of the types of customers to be served, timeline for Program implementation, and role assignment. Task 2 – Develop Program Plan 7 Enovity 7-29-14 DocuSign Envelope ID: A28A71E2-AA9B-4A47-AE25-1E97A29125E7 In coordination with CPAU staff, CONSULTANT shall develop the proposed Program for achieving installed energy savings. As part of this Process, CONSULTANT shall develop the following documents: (a) Internal Policies and Procedures Manual CONSULTANT will develop, adhere to and document its compliance with the Policies and Procedures Manual in its implementation of the Program, including those related to the identification, evaluation, implementation and verification of energy efficiency measures. The Policies and Procedures Manual shall also include a Quality Assurance and Quality Control Plan, a Program Plan, and Implementation Timeline. x Task 2.1 Deliverable:Draft Internal Policies and Procedures Manual x Task 2.2 Deliverable:Final Internal Policies and Procedures Manual (b) External Policies and Procedures Manual CONSULTANT will develop and adhere to an External Policies and Procedures Manual for the Program, which shall include the terms and conditions for participating in the Program, the process for participating in the Program and the process for receiving incentive funds, and a customer complaint and resolution plan. CONSULTANT will post the External Policies and Procedures Manual to the Program website (also to be developed by CONSULTANT). CONSULTANT will also use the website it develops as a communication tool for contractors, customers and CPAU representatives to avoid confusion and maintain customer satisfaction. x Task 2.3 Deliverable:Draft External Policies and Procedures Manual x Task 2.4 Deliverable:Final External Policies and Procedures Manual x Task 2.5 Deliverable: Develop website (c) Marketing Plan CONSULTANT will develop a Marketing Plan that outlines pre-planned marketing activities including a description of the activity, date and location of the activity, target audience, estimated reach, and marketing materials that will be distributed. The Marketing Plan will also address the proposed brand-identity for the Program and how CONSULTANT will market the Program to reach a broad target audience and how it will promote the program and provide technical training to building owners and operators, equipment suppliers/vendors, mechanical and maintenance contractors, mechanical engineers, CPAU internal staff, etc. CONSULTANT will develop marketing materials in conjunction with CPAU staff and CPAU’s design firm, RHDG. 8 Enovity 7-29-14 DocuSign Envelope ID: A28A71E2-AA9B-4A47-AE25-1E97A29125E7 x Task 2.6 Deliverable: Draft Marketing Plan x Task 2.7 Deliverable:Final Marketing Plan (d) Coordination Plan CONSULTANT shall develop a Coordination Plan that will provide details on how CONSULTANT will coordinate the efforts and actions of this Program with other existing internal CPAU energy efficiency, water conservation, and renewable energy programs as well as any other potential external third party programs. x Task 2.8 Deliverable:Draft Coordination Plan x Task 2.9 Deliverable:Final Coordination Plan Task 3 – Develop Program Documents CONSULTANT shall develop documents necessary for implementation of the Program. All documents related to the Program shall be submitted to CPAU for approval prior to any distribution, circulation, or publication. CONSULTANT shall revise and/or produce new documents as needed to effectively promote the Program. (a) Program Participation Agreement CONSULTANT shall create a Program Participation Agreement that shall be used to collect basic information from a customer including facility contact information, financial requirements, etc., and will act as a Site Access Agreement for the Program. x Task 3.1 Deliverable:Draft Program Participation Agreement x Task 3.2 Deliverable:Final Program Participation Agreement (b) Project Installation Agreement CONSULTANT shall develop a template Program Installation Agreement for committing owners to install the identified energy efficiency measures. The Program Installation Agreement shall detail the measure installation and eligibility requirements needed to receive an incentive from the Program. The Project Installation Agreement, once fully executed, shall reserve the specified incentive funds for the Customer. x Task 3.3 Deliverable:Draft Project Installation Agreement x Task 3.4 Deliverable: Final Program Participation Agreement 9 Enovity 7-29-14 DocuSign Envelope ID: A28A71E2-AA9B-4A47-AE25-1E97A29125E7 (c) Site Assessment Form CONSULTANT shall develop Site Assessment Forms which will be used to collect standardized facility data and metrics to use in determining if a facility meets the Program eligibility requirements and collecting standard data inputs for determining system equipment and functionality. The Site Assessment Form shall be maintained in the facility’s electronic project file. x Task 3.5 Deliverable: Draft Site Assessment Forms x Task 3.6 Deliverable: Final Site Assessment Forms (d) Reporting Templates CONSULTANT shall create standard reporting templates including templates for the Initial Site Assessment Report, Detailed Evaluation Report, and Measurement and Verification Report. These templates shall be sent to CPAU for review and approval prior to use x Task 3.7 Deliverable: Draft Initial Site Assessment Report, Detailed Evaluation Report, and Measurement and Verification Report Templates x Task 3.8 Deliverable: Final Initial Site Assessment Report, Detailed Evaluation Report, and Measurement and Verification Report Templates (e) Energy Analysis Tools CONSULTANT shall develop standard energy analysis tools to use in quantifying energy savings for measures covered under the Program. The energy analysis tools shall be sent to CPAU for review and approval. New energy analysis calculation tools shall be developed as needed during the Program cycle. x Task 3.9 Deliverable:Draft Energy Analysis Tools x Task 3.10 Deliverable:Final Energy Analysis Tools Task 4 – Develop Invoicing and Reporting Tools CONSULTANT will submit to CPAU a sample of all the reporting tools that will be used to meet CPAU reporting requirements for CPAU’s review and approval for use under the Agreement. This will include, but is not limited to a: 10 Enovity 7-29-14 DocuSign Envelope ID: A28A71E2-AA9B-4A47-AE25-1E97A29125E7 (a) Monthly Narrative (b) Monthly Invoice (c) Quarterly Report (d) Customer Data Export File (e) Customer Summary Report (f) Program Savings Report (including a forecast of committed and installed savings) (g) Other tools as requested by CPAU x Task 4.1 Deliverable: Draft Invoicing and Reporting Tools x Task 4.2 Deliverable:Final Invoice and Reporting Tools Task 5 – Launch Program (a) Program Information CONSULTANT shall provide CPAU with a Program Presentation, Technical Presentation, and a Frequently Asked Questions document on the Program. x Task 5.1 Deliverable: Program Presentation, Technical Presentation and Frequently Asked Questions Document (b) Training CONSULTANT shall provide in-person training on the Program process, eligibility requirements, and incentives as well as a high-level overview of typical energy efficiency measures and their applications for requested CPAU staff. In addition, a Program representative shall be available to assist all CPAU representatives on an on-going basis to answer any questions related to the Program and to determine if specific customers are eligible for Program participation. x Task 5.2 Deliverable:In-Person Training on Program to CPAU Staff x Task 5.3 Deliverable:Ongoing training and assistance for CPAU Staff (c) Implement Marketing Campaign CONSULTANT shall execute the planned marketing campaign based on the approved detailed Marketing Plan. All marketing activities will be coordinated with CPAU. x Task 5.4 Deliverable:Draft Program Marketing Materials as shall be outlined in the Final Marketing Plan 11 Enovity 7-29-14 DocuSign Envelope ID: A28A71E2-AA9B-4A47-AE25-1E97A29125E7 x Task 5.5 Deliverable:Final Program Marketing Materials as shall be outlined in the Final Marketing Plan x Task 5.6 Deliverable:Present at marketing events and perform one-on-one customer marketing as needed Task 6 – Enroll Customer (Pre-Commitment Stage) (a) Attain Signed Program Participation Agreement CONSULTANT shall implement the Marketing Plan and utilize the marketing materials created to enroll customers that have been screened and identified as qualified for Program participation. Customer enrollment occurs when the customer executes a signed Program Participation Agreement, and submits it to CONSULTANT. After the Program Participation Agreement is executed by the facility, the customer becomes eligible to receive preliminary Program services. CONSULTANT shall only sign up customers that appear highly motivated to implement energy efficiency projects and who state that they can fund implementation within a pre-determined timeframe. x Task 6.1 Deliverable: Signed Program Participation Agreements (b) Perform Initial Site Assessments CONSULTANT shall perform preliminary program services for a facility that has been deemed eligible for participation. Once a signed Program Participation Agreement has been received by CONSULTANT, CONSULTANT staff shall perform an Initial Site Assessment. During the Initial Site Assessment, CONSULTANT will determine what potential energy efficiency measures exist at the facility and will calculate, using rule of thumb estimates and high level assumptions, what the potential energy savings, greenhouse gas reductions, project cost, incentives, and payback for each measure will be. An Initial Site Assessment Report will be developed for each facility that qualifies for Program services. The Initial Site Assessment Report shall be developed and submitted to the Customer and CPAU, which will provide descriptions of the energy efficiency measures identified, and also include analysis of 12 months of electricity and gas data. x Task 6.2 Deliverable:Initial Site Assessment Reports (c) Perform Detailed Evaluations 12 Enovity 7-29-14 DocuSign Envelope ID: A28A71E2-AA9B-4A47-AE25-1E97A29125E7 If, based on review of the Initial Site Assessment, energy efficiency measures are selected for further evaluation by the Customer and CONSULTANT, CONSULTANT shall perform a Detailed Evaluation of the selected energy efficiency measures. It is expected that detailed evaluations shall be performed on at least 70% of the sites where Initial Site Assessments were performed. The Detailed Evaluations shall include onsite spot measurements and/or monitoring of facilities energy consuming equipment, identification of energy efficiency measures, calculation of energy savings for each measure, costing for each measure, and a payback analysis for each measure. CONSULTANT shall conduct an independent analysis to determine the potential energy savings and calculate the incentives for the customer. The analysis will use pre-developed energy analysis tools. With focused data collection and specific tool sets pre-developed for each measure the analysis can be performed in a relatively short time period and accurately. CONSULTANT shall write up a Detailed Evaluation Report that describes in detail each energy efficiency measure and an estimate of the potential energy savings and incentive for each measure. The Detailed Evaluation Report shall be presented to the Customer and the CPAU. For any sites that have a modern building automation DDC system and where customer cooperation can be obtained, an appropriate fault diagnostic toolset shall be installed at this stage. CONSULTANT staff shall perform the technical services provided by the program including surveys, measurements and analysis. CONSULTANT shall perform the energy savings calculations using CONSULTANT developed tool sets. The customer shall procure the implementation services with CONSULTANT providing technical support throughout the implementation process; CONSULTANT shall also offer the customer turnkey implementation services. x Task 6.3 Deliverable: Draft Detailed Evaluation Reports x Task 6.4 Deliverable: Final Detailed Evaluation Reports Task 7– Install Energy Efficient Hardware and Projects (a) Project Installation Agreement Upon completion of the Detailed Evaluation Report, CONSULTANT shall supply the Customer with a Project Installation Agreement that will be executed for those measures selected by the customer for implementation. By signing the Project Installation Agreement, the customer is able to reserve the specified incentive and make the monies unavailable to others. The incentive amounts specified in the Project Installation Agreement shall be estimates only and may vary based on the final installed and verified energy savings amounts. The Project Installation Agreement shall provide details on the equipment specifications and installation requirements that will need to be met in order to receive the agreed to incentive amounts. 13 Enovity 7-29-14 DocuSign Envelope ID: A28A71E2-AA9B-4A47-AE25-1E97A29125E7 x Task 7.1 Deliverable: Signed Project Installation Agreements (b) Project Installation The identified energy efficiency measures shall be installed by a contractor chosen by the customer. CONSULTANT shall work with the customer to identify implementation paths for the energy efficiency measures. CONSULTANT shall offer full turnkey services to the customer. If the customer elects to use a contractor other than CONSULTANT, then CONSULTANT shall provide technical assistance regarding equipment specifications and installation criteria to the contractor chosen by the customer to implement the work. CONSULTANT shall attend meetings with contractors to explain project scope and installation requirements as needed. x Task 7.2 Deliverable:Technical assistance and contractor meetings (c) Inspections CONSULTANT shall review 100% of project purchase orders, final invoices, and technical equipment cut-sheets to verify that the equipment purchased and installed meets the specifications and performance requirements outlined in the Detailed Evaluation Report. CONSULTANT shall complete a pre- and post-installation inspection for all projects, CONSULTANT shall perform on-site inspections proceeding and following completion of work by the contractor. Following the installation of the measures by the contractor, CONSULTANT shall perform a post-installation inspection of the installation, collecting and verifying facility data and performing typical measurement and monitoring, as performed during the pre-installation inspection. CONSULTANT shall compare the performance data against what was projected during the Detailed Evaluation. CONSULTANT shall generate a list documenting completed energy efficiency measures and those that are incomplete or incorrectly installed or adjusted. After completion of energy efficiency measures installation, CONSULTANT shall document and describe in detail the measures that have been implemented. CONSULTANT shall prepare a Final Measurement and Verification Report with all energy efficiency measures specifying the ones that were implemented and those that were not. x Task 7.3 Deliverable:Draft Measurement and Verification Reports x Task 7.4 Deliverable: Final Measurement and Verification Reports 14 Enovity 7-29-14 DocuSign Envelope ID: A28A71E2-AA9B-4A47-AE25-1E97A29125E7 (d) Remedy Installation Issues To prevent installation issues, CONSULTANT shall ensure the facility operation staff has received training and all necessary operations and maintenance manuals and that the customer is satisfied with the installation. If an installation or customer satisfaction issue should arise, CONSULTANT shall promptly remedy it. CONSULTANT shall respond to any customer questions or complaints within twenty-four (24) hours by telephone and will include the equipment manufacturer on the call, if necessary, to provide immediate guidance, service, or corrective work. CONSULTANT shall have trained respondents on call to rapidly respond to field issues, as needed, and will maintain a customer service log to track such customer calls and the service that was provided. If any complaint cannot be resolved to the satisfaction of the customer within five (5) days, CONSULTANT shall immediately provide CPAU with a detailed description of any such complaint, which shall include the name and contact information of the customer complaining and any other information requested by CPAU, as well as a complete complaint form. As part of the Program’s External Policies and Procedures Manual, CONSULTANT shall provide contact information for a Program Representative that will be responsible for fielding customer complaints and will describe the complaint resolution process. As part of the Program’s Internal Policies and Procedures Manual, CONSULTANT shall outline specific complaint resolution procedures to be following by Program staff. x Task 7.5 Deliverable:Customer Complaint Log Task 8 –Reporting Contractor shall continue to provide ongoing scheduled reports to CPAU per the existing agreement. Beginning July 1, 2014, only energy savings that are incremental to the minimum energy savings mandated by the prevailing building and appliance efficiency standards (Title 20 and Title 24) can be counted towards program savings. To that end, the CMUA Technical Reference Manual (TRM) should be used as the reference source for determining annual energy savings. If a program measure is not covered by the TRM, the Contractor shall provide the estimated energy savings and workpaper(s) or reference source documenting the savings estimation methodology. Additionally, for projects that involve lighting retrofit and/or variable frequency drive (VFD) pump and VFD fan installations at nonresidential customer sites, Contractor shall estimate the energy savings using the “TRM nonres lighting energy savings calculator” and the “TRM nonres pump and fan VFD energy savings calculator”, or other similar calculators that incorporate the Title 24 and Title 20 baseline for estimating energy savings. If the latter is preferred, Contractor will need to demonstrate that the energy savings calculation methodologies and the resultant 15 Enovity 7-29-14 DocuSign Envelope ID: A28A71E2-AA9B-4A47-AE25-1E97A29125E7 savings from the TRM energy savings calculator and the Contractor-preferred calculator are equivalent. (a) Monthly Report CONSULTANT shall submit a Monthly Report to CPAU for Program accomplishments and installations performed in the preceding calendar month. The Monthly Report shall include information on the prior month’s activities, accomplishments and expenditures related to the Program. At a minimum, the Monthly Report shall contain: (a) Program Cost Data (b) Program Impacts Data (c) Program Changes / New Program Information (d) Any other requirements as determined by the CPAU x Task 8.1 Deliverable: Monthly Report and supporting documentation (b) Quarterly Report CONSULTANT shall submit a Quarterly Report to the CPAU which, at a minimum, shall include: (a) Program Expenditures Data (b) Program Narrative for the Quarter (c) Program Results for the Quarter (d) Any Changes to the Program Plan or Program Design x Task 8.2 Deliverable: Quarterly Report and supporting documentation (c) Final Program Report At the completion of the Program cycle, CONSULTANT shall submit a final comprehensive Program Report that will provide an evaluation of the Program. At a minimum, the Report shall include the following: 1. Program Achievements 2. Program Challenges 3. Goal Attainment 4. Lessons Learned 5. Program Improvement Recommendations 6. Program Next Step Proposed (i.e. Continue Program, End Program Concept, etc.) x Task 8.3 Deliverable:Final Program Report 16 Enovity 7-29-14 DocuSign Envelope ID: A28A71E2-AA9B-4A47-AE25-1E97A29125E7 Task 9 – Perform Customer Feedback Surveys CONSULTANT shall provide a customer feedback survey form to obtain customer feedback on the Program’s services, equipment, and the value. Survey topics shall range from the customer’s perceived convenience of the program and notification of other energy efficiency programs available, to customer’s overall satisfaction with the implementation of the Program. CONSULTANT shall submit draft customer feedback surveys to CPAU for review and approval. Surveys shall be delivered to the customer upon project completion with instructions for completion online and via ground mail. For mail surveys, CONSULTANT shall include a postage-paid addressed envelope for collection. CONSULTANT shall request feedback surveys for 100% of projects. CONSULTANT shall augment form surveys with telephone surveys as needed to gain a higher percentage of responses to the survey. x Task 9.1 Deliverable: Draft Customer Feedback Survey Template x Task 9.2 Deliverable:Final Customer Feedback Survey Template x Task 9.3 Deliverable:Customer Feedback Summary 17 Enovity 7-29-14 DocuSign Envelope ID: A28A71E2-AA9B-4A47-AE25-1E97A29125E7 EXHIBIT “B” SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed. Task Timing (Due Date) TASK 1 – Project Initiation Meeting Task 1.1 Within 15 days of contract execution TASK 2 – Develop Program Plan a) Internal Policies and Procedures Manual Task 2.1 Within 30 days of contract execution Task 2.2 Within 15 days of CPAU Contract Manger b) External Policies and Procedures Manual Task 2.3 Within 45 days of contract execution Task 2.4 Within 15 days of CPAU Contract Manger Task 2.5 Ongoing c) Marketing Plan Task 2.6 Within 30 days of contract execution Task 2.7 Within 15 days of CPAU Contract Manger d) Coordination Plan Task 2.8 Within 45 days of CPAU Contract Manger Task 2.9 Within 15 days of CPAU Contract Manger TASK 3 – Develop Program Documents a) Program Participation Agreement Task 3.1 Within 30 days of contract execution Task 3.2 Within 15 days of CPAU Contract Manger b) Project Installation Agreement Task 3.3 Within 60 days of contract execution Task 3.4 Within 15 days of CPAU Contract Manger c) Site Assessment Form Task 3.5 Within 45 days of contract execution 18 Enovity 7-29-14 DocuSign Envelope ID: A28A71E2-AA9B-4A47-AE25-1E97A29125E7 Task 3.6 Within 15 days of CPAU Contract Manger d) Reporting Templates Task 3.7 Within 45 days of contract execution Task 3.8 Within 15 days of CPAU Contract Manger e) Energy Analysis Tools Task 3.9 Within 45 days of contract execution Task 3.10 Within 15 days of CPAU Contract Manger TASK 4 – Develop Invoicing and Reporting Tools Task 4.1 Within 30 days of contract execution Task 4.2 Within 15 days of contract execution TASK 5 – Launch Program a) Program Information Task 5.1 Within 30 days of contract execution b) Training Task 5.2 Within 60 days of contract execution Task 5.3 Ongoing c) Implement Marketing Campaign Task 5.4 Within 45 days of contract execution Task 5.5 Within 15 days of CPAU Contract Manger Task 5.6 Ongoing TASK 6 – Enroll Customer (Pre-Commitment Stage) a) Attain Signed Program Participation Agreement Task 6.1 Ongoing b) Perform Initial Site Assessments Task 6.2 Ongoing c) Perform Detailed Evaluations Task 6.3 Ongoing Task 6.4 Ongoing and within 15 days of CPAU Contract Manger Comments TASK 7 – Install Energy Efficient Hardware and Projects a) Project Installation Agreement Task 7.1 Ongoing b) Project Installation Task 7.2 Ongoing, as necessary c) Inspections Task 7.3 Ongoing Task 7.4 Ongoing and within 15 days of CPAU 19 Enovity 7-29-14 DocuSign Envelope ID: A28A71E2-AA9B-4A47-AE25-1E97A29125E7 Contract Manger Comments d) Remedy Installation Issues Task 7.5 Ongoing as part of the Monthly Report TASK 8 – Reporting a) Monthly Report Task 8.1 The 15th day of each month for work completed the preceding month b) Quarterly Report Task 8.2 45 days following the end of the quarter c) Final Program Report Task 8.3 90 days following the end of the term of the Agreement Task 9 – Perform Customer Feedback Surveys Task 9.1 Within 90 days following Contract execution Task 9.2 Within 15 days of CPAU Contract Manger Task 9.3 45 days following the completion of each quarter, as part of the Quarterly Report 20 Enovity 7-29-14 DocuSign Envelope ID: A28A71E2-AA9B-4A47-AE25-1E97A29125E7 EXHIBIT “C” COMPENSATION City will compensate CONSULTANT based on the “hybrid” compensation structure as set forth in this Exhibit C. City’s hybrid compensation structure includes two components with a combined NOT TO EXCEED amount of $3,558,715.00 1.Fixed Unit Cost Compensation: A fixed-unit cost component, based on CONSULTANT performance (in gross kWh and/or therms), with a not to exceed amount of $0.135 per gross kWh and $0.908 per gross therms. 2.Time and Materials Compensation: A time and materials cost component for marketing and administrative costs, with a not to exceed amount of $359,100. 1. FIXED UNIT COST COMPENSATION City agrees to compensate CONSULTANT for its performance at a Performance Rate of $0.908 per gross therm and $0.135 per gross kWh in installments. This Fixed Unit Compensation shall include labor, materials, reimbursables, and all other CONSULTANT costs other than those administrative and marketing costs provided for in Time and Materials Compensation for CONSULTANT. Fixed Unit Cost Compensation shall be paid by City to CONSULTANT in two Performance Payment (savings x Performance Rate) installments: (a) Installment One: Based on CONSULTANT’s estimate of energy savings, fifty percent (50%) of the Performance Payment when a customer executes a Project Installation Agreement and commits to implementing energy efficiency measures. (b) Installment Two: Based on installed and verified savings, and following CONSULTANT’s post-installation inspection and City receipt of Final Measurement and Verification Report, City will pay CONSULTANT one hundred percent (100%) of the Performance Payment less any amount paid to CONSULTANT under installment one. 2. TIME AND MATERIALS COMPENSATION CONTRACTOR’s hourly rates for administrative and marketing costs are set forth in Table C-1 below. Table C-1: Hourly Rates for CONSULTANT’s Administrative and Marketing Costs. 21 Enovity 7-29-14 DocuSign Envelope ID: A28A71E2-AA9B-4A47-AE25-1E97A29125E7 Staffing Direct Labor Responsibility Hourly Rate Principal Overall executive responsibility $225 Technical Director Tool development project QC technical support, and Program design $185 Utility Program Manager Program design, management tracking, marketing, coordination $160 Program Manager Technical evaluations, measure validation $160 Engineering Staff Technical evaluations, measure validation $150 Project Coordinator Assisting in administrative functions of Program $90 3. INCENTIVE PAYMENTS FROM CITY TO CUSTOMER City will make any customer incentive payments directly to Customers. City will therefore not compensate CONSULTANT for the cost of such incentives. Incentive amounts for customers will be determined by multiplying the annual energy savings over the first year, inclusive of baseline adjustments, if any, by the incentive rate multiplier per annual unit of energy saved. The final incentive rates shall be agreed with CPAU. Final incentive payments will be based on actual installed and verified energy savings. Incentives will be capped at 100% of the incremental project cost. A Final Incentive Release Form shall be drafted by CONSULTANT and signed by CONSULTANT and the Customer. The Final Incentive Release Form shall indicate the final savings and incentives amounts, as well as confirm the designated payee and corresponding taxpayer information. 22 Enovity 7-29-14 DocuSign Envelope ID: A28A71E2-AA9B-4A47-AE25-1E97A29125E7 EXHIBIT F NON-DISCLOSURE AGREEMENT BETWEEN THE CITY OF PALO ALTO AND ENOVITY, INC. This NON-DISCLOSUREAGREEMENT (the “Agreement”), dated as of June 1, 2009(the “Effective Date”), is entered into by and between the City of Palo Alto, a California chartered municipal corporation, 250 Hamilton Avenue, Palo Alto, CA 94301 (the “Disclosing Party”) and ENOVITY, INC., a California corporation, 100 Montgomery Street Suite 600, San Francisco, CA 94104 (the “Receiving Party”) (individually, a “Party” and, collectively, the “Parties”). RECITALS 1. The Parties entered into a contract for professional services as of June 1, 2009, City of Palo Alto Contract No. C09130404A (the “Contract”); the Receiving Party is providing the Commercial and Industrial Energy Efficiency Program to the Disclosing Party. 2. In its performance of consulting services, the Receiving Party and its authorized members, directors, officers, employees, agents and representatives will acquire and otherwise gain access to certain Confidential Information of the Disclosing Party, including the personal information of one or more electric utility customers of the City’s Department of Utilities, which is exempt from public disclosure under California Government Code section 6254.16. 3. The Disclosing Partywould not share or disclose any Confidential Information to the Receiving Party but for the legal protections against unauthorized disclosures intended to be afforded by California law and this Agreement, and is relying on this Agreement in disclosing such Confidential Information to the Receiving Party. AGREEMENT In consideration of the foregoing recitals and mutual covenants, terms and conditions, the Parties agree, as follows: 1. Confidential Information. “Confidential Information” means any and all financial and related utility customers’ personal information of a non-public, proprietary or confidential nature, in any form or medium, written or oral, concerning or relating to the Disclosing Party (whether prepared by the Disclosing Party, its employees or agents, and irrespective of the form or means of communication and whether it is labeled or otherwise identified as confidential) that is furnished or made available to the Receiving Party by the Disclosing Party. 2. Exceptions. The Receiving Party agrees to maintain as confidential, to the extent permitted or required by applicable law, all Confidential Information furnished or otherwise made 23 Enovity 7-29-14 DocuSign Envelope ID: A28A71E2-AA9B-4A47-AE25-1E97A29125E7 available to the Receiving Party by the Disclosing Party. Notwithstanding the foregoing and the provisions of Section 1, “Confidential Information” shall exclude (and the Receiving Party shall not be under any obligation to maintain in confidence) any information (or any portion thereof) disclosed to the Receiving Party by the Disclosing Party to the extent that such information: (a) is in the public domain at the time of disclosure; or (b) at the time of or following disclosure, becomes generally known or availablethrough no act or omission on the part of the Disclosing Party; or (c) is known, or becomes known, to the Receiving Party from a source other than the Disclosing Party or its Representatives (as defined herein), provided that disclosure by such source is not in breach of a confidentiality agreement with the Disclosing Party; or (d) is independently developed by the Receiving Party without violating any of its obligations under this Agreement or any other agreement between the Parties; or (e) is legally required to be disclosed by judicial or other governmental action; provided, however, that prompt notice of such judicial or other governmental action shall have been first given to the Disclosing Party, which shall be afforded the opportunity to exhaust all reasonable legal remedies to maintain the Confidential Information in confidence, in accordance with Section 7 below; or (f) is permitted to be disclosed by a formal written agreement executed by and between the Parties. Specific information shall not fall within the exceptions of Sections 2(a) through 2(f) above merely because it is embraced by more general information falling within such exceptions. 3. California Public Records Act. The Receiving Party acknowledges that the Disclosing Party is a public agency subject to the requirements of the California Constitution, Article 1, Section 3 and California Public Records Act Cal. Gov. Code section 6250 et seq. The Receiving Party acknowledges that the Disclosing Party may submit to or otherwise provide access to the Receiving Party Confidential Information that the Disclosing Party or any electric utility customer of the Disclosing Party considers to be protected from disclosure pursuant to exemptions granted by applicable California law. Whether or not there is a request or demand of any third party not a Party to this Agreement (the “Requestor”) for the production, inspection and/or copying of information designated by the Disclosing Party as Confidential Information, the Disclosing Party shall be solely responsible for taking whatever legal steps the Disclosing Party deems necessary to protect information deemed by it to be Confidential Information and to prevent release of information to the Requestor (including the release of such information by the Receiving Party). Under no circumstances will the Receiving Party be permitted to comply with the Requestor’s demand for disclosure of such Confidential Information that the Disclosing Party 24 Enovity 7-29-14 DocuSign Envelope ID: A28A71E2-AA9B-4A47-AE25-1E97A29125E7 deems confidential and not intended for disclosure to the general public, or otherwise publicly disclose the Confidential Information to any person not authorized by law to receive such information. 5. Confidential Information. As practicable, the Confidential Information shall be marked with the words “Confidential” or “Confidential Material” or with words of similar import. The Disclosing Party shall instruct the Receiving Parties that information of a financial, personal, or proprietary nature being conveyed orally and intended by the Disclosing Party to be covered by the terms of this Agreement, is deemed Confidential Information. To the extent possible, the Disclosing Party shall endeavor to mark any electronic document intended to be covered by the terms of this Agreement with the words “Confidential” or similar words, or, if that is not possible or would be exceedingly difficult, the City shall notify the Receiving Parties (for example, by covering e-mail transmitting the electronic document) that the electronic document is Confidential Information. The City’s failure, for whatever reason, to mark any material at the time it is produced to the Receiving Party, or to notify it that oral or electronic material is Confidential Information at the time it is provided, shall not take the material out of the coverage of this Agreement for all time, and the Receiving Party shall treat the material as Confidential Information once the City has notified it that the material is to be covered by this Agreement. 6. Duty to Keep Confidential. The Receiving Party acknowledges that the Confidential Information is proprietary and a valuable asset of the Disclosing Party and agrees that the Receiving Party shall take reasonable precautions to ensure that such Confidential Information is safeguarded against disclosure to unauthorized employees or third parties. (a) The Receiving Party shall use the Confidential Information solely as permitted by the Contract and shall not sell Confidential Information or otherwise disclose City of Palo Alto Utilities’ customers’ personal information under any circumstances and without the prior written consent of the City. The Receiving Party shall not disclose the Confidential Information, or portions thereof, to any directors, officers, partners, managers, members, employees, advisors, agents, sub-contractors and other representatives of the Receiving Party and their subsidiaries and affiliates, including, without limitation, attorneys, accountants, consultants, and financial advisors (collectively, the “Representatives”), except to those who need to know such information for the purpose of advising City and who agree to the terms of this Agreement. (b) The Receiving Party agrees that any of the Representatives to whom the Confidential Information is disclosed will be informed of the confidential or proprietary nature of such information and of the Receiving Party’s obligations under this Agreement. The Receiving Party is responsible for any use of Confidential Information by any of its Representatives. (c) The Receiving Party shall ensure that (i) any directors, officers, representatives, advisors and sub-contractors with whom the Receiving Party shares such information or who acquire knowledge of such information from or through the Receiving Party 25 Enovity 7-29-14 DocuSign Envelope ID: A28A71E2-AA9B-4A47-AE25-1E97A29125E7 regard and treat such Confidential Information of the Disclosing Party as strictly confidential and wholly owned by either the Disclosing Party, and (ii) the Receiving Party shall not (and the Receiving Party shall ensure that any directors, officers, representatives, advisors and sub- contractors with whom the Receiving Party shares such information or who acquire knowledge of such information from or through the Receiving Party do not) for any reason, in any fashion, either directly or indirectly, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, or otherwise communicate any such Confidential Information to any third party, or misappropriate, reproduce, copy or use any such Confidential Information, in either case, for any purpose other than in accordance with this Agreement. (d) If the Receiving Party or any of its Representatives are requested or required to disclose any Confidential Information, including terms and conditions being negotiated, by law, regulation, the applicable rules of any national securities exchange or other market or reporting system, oral questions, interrogatories, requests for information or other documents in legal proceedings, subpoena, civil investigative demand or any other similar process, the Receiving Party shall provide the Disclosing Party with prompt written notice of any such request or requirement so that the Disclosing Party has an opportunity to seek a protective order via Writ of Mandate or other appropriate remedy, or waive compliance with the provisions of this Agreement. (e) If the Disclosing Party waives compliance with the provisions of this Agreement with respect to a specific request or requirement, the Receiving Party and its Representatives shall disclose only that portion of the Confidential Information that is expressly covered by such waiver and which is necessary to disclose in order to comply with such request or requirement. The Receiving Party and its Representatives shall cooperate in a reasonable manner with the Disclosing Party in attempting to preserve the confidentiality of the Confidential Information. (f) If (in the absence of a waiver by the Disclosing Party) the Disclosing Party has not secured a protective order or other appropriate remedy despite attempting to do so, and the Receiving Party or one of its Representatives is nonetheless then legally compelled to disclose any Confidential Information, the Receiving Party or such Representative may, without liability hereunder, disclose only that portion of the Confidential Information that is necessary to be disclosed. In the event that disclosure is made in accordance with this subsection, the Receiving Party shall exercise, and cause its Representatives to exercise, reasonable efforts to preserve the confidentiality of the Confidential Information, including obtaining reliable assurance at the sole expense of the Receiving Party that confidential treatment shall be accorded any Confidential Information so furnished. 7. No Liability, Reliance, or Obligation. Except as set forth in any formal written agreement executed by and between the Parties, neither the Receiving Party nor any of its Representatives shall be entitled to rely on any statement, promise, agreement or understanding, whether written or oral, or any custom, usage of trade, course of dealing or conduct. In addition, each Party understands and acknowledges that neither the Disclosing Party nor any of its 26 Enovity 7-29-14 DocuSign Envelope ID: A28A71E2-AA9B-4A47-AE25-1E97A29125E7 representatives, employees or agents makes any representation or warranty, express or implied, as to the accuracy or completeness of any Confidential Information, and that neither the Disclosing Party nor any of its representatives, employees or agents shall have any liability whatsoever to the Receiving Party or to any of its Representatives relating to or resulting from the Confidential Information or any errors therein or omissions therefrom. 8. Remedies. The Receiving Party, in recognition that an irreparable injury may result to the Disclosing Party, if any provision of this Agreement is violated, agrees that upon any breach or threatened breach of any provisionof this Agreement by the Receiving Party or any Representatives, that the City shall be entitled to seek an injunction or specific performance prohibiting such conduct or any other relief as may be permitted by law. 9. Return of Confidential Information. The Disclosing Party may at any time request that the Receiving Party promptly return to the Disclosing Party or destroy any or all documents or other materials containing Confidential Information of the Disclosing Party, and the Receiving Party shall immediately comply with any such request. Notwithstanding the return or destruction of the Confidential Information as contemplated by this subsection, the Receiving Party and its Representatives will continue to be bound by the terms of this Agreement with respect thereto, including all obligations of confidentiality. 10. Survival. The Receiving Party’s obligations of confidentiality and non-circumvention under this Agreement shall survive the termination of this Agreement. 11. General Provisions. (a) Entire Agreement. This Agreement contains the entire understanding between the Parties with respect to the Confidential Information and supersedes all prior communications, representations, understandings, or contracts, either written or oral, which purport to describe or embody the subject matter of this Agreement. This Agreement shall apply in lieu of and notwithstanding any specific legend or statement associated with any Confidential Information transferred. (b) Governing Law and Jurisdiction. This Agreement shall be interpreted and construed pursuant to the laws of the State of California without regard to its conflicts of laws principles. The Receiving Party agrees that this Agreement may be enforced in the courts of the State of California and, by executing this Agreement, the Receiving Party submits to the jurisdiction of any federal or state court in California for the resolution of any dispute under this Agreement. (c) Waiver; Amendment. None of the terms or conditions of this Agreement may be amended or waived except in writing signed by the Parties. The Parties agree that no waiver, amendment, or modification of this Agreement shall be established by conduct, custom, or course of 27 Enovity 7-29-14 DocuSign Envelope ID: A28A71E2-AA9B-4A47-AE25-1E97A29125E7 dealing. The failure by any Party at any time or times to require performance of any provision hereof will in no manner affect its right at a later time to enforce the same. (d) Assignment. This Agreement shall not be assignable without the prior written consent of the non-assigning Party, and such consent may not be unreasonably withheld. Any assignment attempted in violation of this paragraph shall be void. (e) Severability. If any term of this Agreement is found to be invalid by a court of competent jurisdiction then such term shall remain in force to the maximum extent permitted by law. All other terms shall remain in force unless that term is determined not to be severable from all other provisions of this Agreement by such court. (f) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original part, all of which together shall constitute one and the same instrument. (g) Successors and Assigns. The benefits of this Agreement shall inure to the respective successors and assigns of the Parties hereto, and the obligations and liabilities assumed in this Agreement by the Parties hereto shall be binding upon their respective successors and assigns. (h) Ownership Rights Not Created. The transfer of Confidential Information hereunder shall not be construed as granting a license of any kind or any right of ownership in the Confidential Information. (i) No Obligation to Disclose. Nothing in this Agreement shall obligate the City to disclose specific Confidential Information to the Receiving Party. Such disclosures shall be at the City’s sole discretion. (j) Each Party represents that the person signing this Agreement on its behalf is authorized to enter into this Agreement on behalf of the Party for whom they sign. 28 Enovity 7-29-14 DocuSign Envelope ID: A28A71E2-AA9B-4A47-AE25-1E97A29125E7 IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the Effective Date. ENOVITY, INC. _______________________________ By: Title: CITY OF PALO ALTO ____________________________ James Keene City Manager Approved as to Form ___________________________ Senior Deputy City Attorney 29 Enovity 7-29-14 DocuSign Envelope ID: A28A71E2-AA9B-4A47-AE25-1E97A29125E7 AMENDMENT TWO TO CONTRACT NO. C11141001 BETWEEN THE CITY OF PALO ALTO AND ENERGY & RESOURCE SOLUTIONS, INC. This Amendment Two (“Second Amendment”) to Contract No. C11141001 (“Contract”) is entered into August 18th, 2014 (“Amendment Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and ENERGY & RESOURCE SOLUTIONS, INC. a Massachusetts S corporation, located at 120 Water Street, Suite 350, North Andover, MA 01845(“CONSULTANT”) (collectively, the “Parties”). R E C I T A L S A. The Contract dated effective July 1, 2011 was entered into between the Parties for CONSULTANT to conduct technical assistance, engineering review, and training in support of customer rebate applications submitted under the Commercial Advantage and Business New Construction Programs for commercial and industrial facilities within the City. B. The Parties entered into a First Amendment to the Contract dated effective July 1, 2014 to extend the term of the Contract through December 31, 2014. C. The Parties now desire to further extend the term of the Contract from its current expiration date of December 31, 2014 to June 30, 2015 and to clarify and update various aspects of the scope of work and compensation set forth in the Contract to allow for Consultant to provide technical assistance and engineering support for an additional six (6) months. D. To accomplish this purpose, 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 2. TERM is hereby amended to read as follows: “SECTION 2. TERM. The term of this Agreement shall be from July 1, 2011 through June 30, 2015 unless terminated earlier pursuant to Section 19 of this Agreement.” SECTION 2. Section 13. PROJECT MANAGEMENT is hereby amended to read as follows: “SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign David Reynolds as the project supervisor to have supervisory responsibility for the performance, progress, and execution of the Services to represent 1 DocuSign Envelope ID: 0D9A9871-0727-4AC2-97BB-2B761599007B ATTACHMENT 5 CONSULTANT during 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 of the Project or a threat to the safety of persons or property. The City’s project manager is Anthony Enerio, Utilities Department, Marketing Services Division, 250 Hamilton Avenue, Palo Alto, CA 94301, Telephone (650) 329-2621. 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 by providing written notice of such designation to CONSULTANT.” SECTION 3. Exhibit “A” entitled “SCOPE OF SERVICES” is hereby amended to add the following provision to the end of the Exhibit: “Task 3: Training and Support on the CMUA Technical Reference Manual (“TRM”) and Energy Savings Calculator. ERS will provide user training and support on the CMUA TRM and related energy savings calculator on an as- needed basis at City’s request. The TRM was developed by ERS and documents energy savings values, calculation methods and assumptions.” Except as herein modified, all other provisions of Exhibit “A” shall remain in full force and effect. SECTION 4. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE” is hereby amended to add the following provision to the end of the Exhibit: “Task 3 ERS will provide Task 3 services on an as needed basis, as requested by City.” Except as herein modified, all other provisions of Exhibit “B” shall remain in full force and effect. SECTION 5. Exhibit “C” entitled “COMPENSATION” is hereby amended to read as set forth in the attachment to this Second Amendment, which is incorporated fully by this reference. 2 DocuSign Envelope ID: 0D9A9871-0727-4AC2-97BB-2B761599007B SECTION 6. Exhibit “E” entitled “NON-DISCLOSURE AGREEMENT”, as set forth in the attachment to this Second Amendment, is hereby added to the Contract. SECTION 7. 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 Second Amendment on the Amendment Effective Date. CITY OF PALO ALTO ____________________________ City Manager APPROVED AS TO FORM: _____________________________ Senior Deputy City Attorney ENERGY & RESOURCE SOLUTIONS, INC. By:___________________________ Name:_________________________ Title:________________________ 3 DocuSign Envelope ID: 0D9A9871-0727-4AC2-97BB-2B761599007B President Gary Epstein EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement. Compensation shall be based on the hourly rate schedule set forth below and 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”), on a time, materials and expenses basis with a total not-to- exceed amount for the Term of the Agreement of $105,000. The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: A. Travel outside the San Francisco Bay area, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses for City of Palo Alto employees. B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges are reimbursable at actual cost. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $200.00 shall be approved in advance by the CITY’s project manager. CONSULTANT agrees to complete all Basic Services within this amount. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Table C-1: ERS Hourly Rate Schedule ($/hr) Job Classification 2011 2012 2013 2014-End of Term Officer $220 $226 $231 $231 Director $185 $190 $194 $194 Senior Engineer $145 $149 $152 $152 Project Engineer $130 $133 $137 $137 Engineer $115 $118 $121 $121 Administrative Staff $70 $72 $74 $74 Maximum Total Compensation: $105,000 4 DocuSign Envelope ID: 0D9A9871-0727-4AC2-97BB-2B761599007B EXHIBIT E NON-DISCLOSURE AGREEMENT BETWEEN THE CITY OF PALO ALTO AND ENERGY & RESOURCE SOLUTIONS, INC. This NON-DISCLOSURE AGREEMENT (the “Agreement”), dated as of July 1, 2011 (the “Effective Date”), is entered into by and between the City of Palo Alto, a California chartered municipal corporation, 250 Hamilton Avenue, Palo Alto, CA 94301 (the “Disclosing Party”) and ENERGY & RESOURCE SOLUTIONS, INC., a Massachusetts S corporation, 120 Water Street, Suite 350, North Andover, MA 01845 (the “Receiving Party”) (individually, a “Party” and, collectively, the “Parties”). RECITALS 1. The Parties entered into a contract for professional services as of July 1, 2011, City of Palo Alto Contract No. C11141001 (the “Contract”); the Receiving Party is providing third-party manage efficiency program to the Disclosing Party. 2. In its performance of consulting services, the Receiving Party and its authorized members, directors, officers, employees, agents and representatives will acquire and otherwise gain access to certain Confidential Information of the Disclosing Party, including the personal information of one or more electric utility customers of the City’s Department of Utilities, which is exempt from public disclosure under California Government Code section 6254.16. 3. The Disclosing Party would not share or disclose any Confidential Information to the Receiving Party but for the legal protections against unauthorized disclosures intended to be afforded by California law and this Agreement, and is relying on this Agreement in disclosing such Confidential Information to the Receiving Party. AGREEMENT In consideration of the foregoing recitals and mutual covenants, terms and conditions, the Parties agree, as follows: 1. Confidential Information. “Confidential Information” means any and all financial and related utility customers’ personal information of a non-public, proprietary or confidential nature, in any form or medium, written or oral, concerning or relating to the Disclosing Party (whether prepared by the Disclosing Party, its employees or agents, and irrespective of the form or means of communication and whether it is labeled or otherwise identified as confidential) that is furnished or made available to the Receiving Party by the Disclosing Party. 2. Exceptions. The Receiving Party agrees to maintain as confidential, to the extent permitted or required by applicable law, all Confidential Information furnished or otherwise made available to the Receiving Party by the Disclosing Party. Notwithstanding the foregoing and the provisions of Section 1, “Confidential Information” shall exclude (and the Receiving Party shall not be under any obligation to maintain in confidence) any information (or any 5 DocuSign Envelope ID: 0D9A9871-0727-4AC2-97BB-2B761599007B portion thereof) disclosed to the Receiving Party by the Disclosing Party to the extent that such information: (a) is in the public domain at the time of disclosure; or (b) at the time of or following disclosure, becomes generally known or available through no act or omission on the part of the Disclosing Party; or (c) is known, or becomes known, to the Receiving Party from a source other than the Disclosing Party or its Representatives (as defined herein), provided that disclosure by such source is not in breach of a confidentiality agreement with the Disclosing Party; or (d) is independently developed by the Receiving Party without violating any of its obligations under this Agreement or any other agreement between the Parties; or (e) is legally required to be disclosed by judicial or other governmental action; provided, however, that prompt notice of such judicial or other governmental action shall have been first given to the Disclosing Party, which shall be afforded the opportunity to exhaust all reasonable legal remedies to maintain the Confidential Information in confidence, in accordance with Section 7 below; or (f) is permitted to be disclosed by a formal written agreement executed by and between the Parties. Specific information shall not fall within the exceptions of Sections 2(a) through 2(f) above merely because it is embraced by more general information falling within such exceptions. 3. California Public Records Act. The Receiving Party acknowledges that the Disclosing Party is a public agency subject to the requirements of the California Constitution, Article 1, Section 3 and California Public Records Act Cal. Gov. Code section 6250 et seq. The Receiving Party acknowledges that the Disclosing Party may submit to or otherwise provide access to the Receiving Party Confidential Information that the Disclosing Party or any electric utility customer of the Disclosing Party considers to be protected from disclosure pursuant to exemptions granted by applicable California law. Whether or not there is a request or demand of any third party not a Party to this Agreement (the “Requestor”) for the production, inspection and/or copying of information designated by the Disclosing Party as Confidential Information, the Disclosing Party shall be solely responsible for taking whatever legal steps the Disclosing Party deems necessary to protect information deemed by it to be Confidential Information and to prevent release of information to the Requestor (including the release of such information by the Receiving Party). Under no circumstances will the Receiving Party be permitted to comply with the Requestor’s demand for disclosure of such Confidential Information that the Disclosing Party deems confidential and not intended for disclosure to the general public, or otherwise publicly disclose the Confidential Information to any person not authorized by law to receive such information. 6 DocuSign Envelope ID: 0D9A9871-0727-4AC2-97BB-2B761599007B 4. Confidential Information. As practicable, the Confidential Information shall be marked with the words “Confidential” or “Confidential Material” or with words of similar import. The Disclosing Party shall instruct the Receiving Parties that information of a financial, personal, or proprietary nature being conveyed orally and intended by the Disclosing Party to be covered by the terms of this Agreement, is deemed Confidential Information. To the extent possible, the Disclosing Party shall endeavor to mark any electronic document intended to be covered by the terms of this Agreement with the words “Confidential” or similar words, or, if that is not possible or would be exceedingly difficult, the City shall notify the Receiving Parties (for example, by covering e-mail transmitting the electronic document) that the electronic document is Confidential Information. The City’s failure, for whatever reason, to mark any material at the time it is produced to the Receiving Party, or to notify it that oral or electronic material is Confidential Information at the time it is provided, shall not take the material out of the coverage of this Agreement for all time, and the Receiving Party shall treat the material as Confidential Information once the City has notified it that the material is to be covered by this Agreement. 5. Duty to Keep Confidential. The Receiving Party acknowledges that the Confidential Information is proprietary and a valuable asset of the Disclosing Party and agrees that the Receiving Party shall take reasonable precautions to ensure that such Confidential Information is safeguarded against disclosure to unauthorized employees or third parties. (a) The Receiving Party shall use the Confidential Information solely as permitted by the Contract and shall not sell Confidential Information or otherwise disclose City of Palo Alto Utilities’ customers’ personal information under any circumstances and without the prior written consent of the City. The Receiving Party shall not disclose the Confidential Information, or portions thereof, to any directors, officers, partners, managers, members, employees, advisors, agents, sub-contractors and other representatives of the Receiving Party and their subsidiaries and affiliates, including, without limitation, attorneys, accountants, consultants, and financial advisors (collectively, the “Representatives”), except to those who need to know such information for the purpose of advising City and who agree to the terms of this Agreement. (b) The Receiving Party agrees that any of the Representatives to whom the Confidential Information is disclosed will be informed of the confidential or proprietary nature of such information and of the Receiving Party’s obligations under this Agreement. The Receiving Party is responsible for any use of Confidential Information by any of its Representatives. (c) The Receiving Party shall ensure that (i) any directors, officers, representatives, advisors and sub-contractors with whom the Receiving Party shares such information or who acquire knowledge of such information from or through the Receiving Party regard and treat such Confidential Information of the Disclosing Party as strictly confidential and wholly owned by either the Disclosing Party, and (ii) the Receiving Party shall not (and the Receiving Party shall ensure that any directors, officers, representatives, advisors and sub- 7 DocuSign Envelope ID: 0D9A9871-0727-4AC2-97BB-2B761599007B contractors with whom the Receiving Party shares such information or who acquire knowledge of such information from or through the Receiving Party do not) for any reason, in any fashion, either directly or indirectly, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, or otherwise communicate any such Confidential Information to any third party, or misappropriate, reproduce, copy or use any such Confidential Information, in either case, for any purpose other than in accordance with this Agreement. (d) If the Receiving Party or any of its Representatives are requested or required to disclose any Confidential Information, including terms and conditions being negotiated, by law, regulation, the applicable rules of any national securities exchange or other market or reporting system, oral questions, interrogatories, requests for information or other documents in legal proceedings, subpoena, civil investigative demand or any other similar process, the Receiving Party shall provide the Disclosing Party with prompt written notice of any such request or requirement so that the Disclosing Party has an opportunity to seek a protective order via Writ of Mandate or other appropriate remedy, or waive compliance with the provisions of this Agreement. (e) If the Disclosing Party waives compliance with the provisions of this Agreement with respect to a specific request or requirement, the Receiving Party and its Representatives shall disclose only that portion of the Confidential Information that is expressly covered by such waiver and which is necessary to disclose in order to comply with such request or requirement. The Receiving Party and its Representatives shall cooperate in a reasonable manner with the Disclosing Party in attempting to preserve the confidentiality of the Confidential Information. (f) If (in the absence of a waiver by the Disclosing Party) the Disclosing Party has not secured a protective order or other appropriate remedy despite attempting to do so, and the Receiving Party or one of its Representatives is nonetheless then legally compelled to disclose any Confidential Information, the Receiving Party or such Representative may, without liability hereunder, disclose only that portion of the Confidential Information that is necessary to be disclosed. In the event that disclosure is made in accordance with this subsection, the Receiving Party shall exercise, and cause its Representatives to exercise, reasonable efforts to preserve the confidentiality of the Confidential Information, including obtaining reliable assurance at the sole expense of the Receiving Party that confidential treatment shall be accorded any Confidential Information so furnished. 6. No Liability, Reliance, or Obligation. Except as set forth in any formal written agreement executed by and between the Parties, neither the Receiving Party nor any of its Representatives shall be entitled to rely on any statement, promise, agreement or understanding, whether written or oral, or any custom, usage of trade, course of dealing or conduct. In addition, each Party understands and acknowledges that neither the Disclosing Party nor any of its representatives, employees or agents makes any representation or warranty, express or implied, as to the accuracy or completeness of any Confidential Information, and that neither the Disclosing Party nor any of its representatives, employees or agents shall have any liability 8 DocuSign Envelope ID: 0D9A9871-0727-4AC2-97BB-2B761599007B whatsoever to the Receiving Party or to any of its Representatives relating to or resulting from the Confidential Information or any errors therein or omissions therefrom. 7. Remedies. The Receiving Party, in recognition that an irreparable injury may result to the Disclosing Party, if any provision of this Agreement is violated, agrees that upon any breach or threatened breach of any provision of this Agreement by the Receiving Party or any Representatives, that the City shall be entitled to seek an injunction or specific performance prohibiting such conduct or any other relief as may be permitted by law. 8. Return of Confidential Information. The Disclosing Party may at any time request that the Receiving Party promptly return to the Disclosing Party or destroy any or all documents or other materials containing Confidential Information of the Disclosing Party, and the Receiving Party shall immediately comply with any such request. Notwithstanding the return or destruction of the Confidential Information as contemplated by this subsection, the Receiving Party and its Representatives will continue to be bound by the terms of this Agreement with respect thereto, including all obligations of confidentiality. 9. Survival. The Receiving Party’s obligations of confidentiality and non- circumvention under this Agreement shall survive the termination of this Agreement. 10. General Provisions. (a) Entire Agreement. This Agreement contains the entire understanding between the Parties with respect to the Confidential Information and supersedes all prior communications, representations, understandings, or contracts, either written or oral, which purport to describe or embody the subject matter of this Agreement. This Agreement shall apply in lieu of and notwithstanding any specific legend or statement associated with any Confidential Information transferred. (b) Governing Law and Jurisdiction. This Agreement shall be interpreted and construed pursuant to the laws of the State of California without regard to its conflicts of laws principles. The Receiving Party agrees that this Agreement may be enforced in the courts of the State of California and, by executing this Agreement, the Receiving Party submits to the jurisdiction of any federal or state court in California for the resolution of any dispute under this Agreement. (c) Waiver; Amendment. None of the terms or conditions of this Agreement may be amended or waived except in writing signed by the Parties. The Parties agree that no waiver, amendment, or modification of this Agreement shall be established by conduct, custom, or course of dealing. The failure by any Party at any time or times to require performance of any provision hereof will in no manner affect its right at a later time to enforce the same. (d) Assignment. This Agreement shall not be assignable without the prior written consent of the non-assigning Party, and such consent may not be unreasonably withheld. Any assignment attempted in violation of this paragraph shall be void. 9 DocuSign Envelope ID: 0D9A9871-0727-4AC2-97BB-2B761599007B (e) Severability. If any term of this Agreement is found to be invalid by a court of competent jurisdiction then such term shall remain in force to the maximum extent permitted by law. All other terms shall remain in force unless that term is determined not to be severable from all other provisions of this Agreement by such court. (f) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original part, all of which together shall constitute one and the same instrument. (g) Successors and Assigns. The benefits of this Agreement shall inure to the respective successors and assigns of the Parties hereto, and the obligations and liabilities assumed in this Agreement by the Parties hereto shall be binding upon their respective successors and assigns. (h) Ownership Rights Not Created. The transfer of Confidential Information hereunder shall not be construed as granting a license of any kind or any right of ownership in the Confidential Information. (i) No Obligation to Disclose. Nothing in this Agreement shall obligate the City to disclose specific Confidential Information to the Receiving Party. Such disclosures shall be at the City’s sole discretion. (j) Each Party represents that the person signing this Agreement on its behalf is authorized to enter into this Agreement on behalf of the Party for whom they sign. IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the Effective Date. ENERGY & RESOURCE SOLUTIONS, INC. _______________________________ By: Title: CITY OF PALO ALTO ____________________________ James Keene City Manager Approved as to Form ___________________________ Senior Deputy City Attorney 10 DocuSign Envelope ID: 0D9A9871-0727-4AC2-97BB-2B761599007B President Gary Epstein City of Palo Alto (ID # 5000) City Council Staff Report Report Type: Consent Calendar Meeting Date: 8/18/2014 City of Palo Alto Page 1 Summary Title: Approval of Agreement with Peninsula Corridor Joint Powers Board Title: Approval of Agreement with Peninsula Corridor Joint Powers Board for Rail Shuttle Bus Service Administration to Provide Community Shuttle Service on the Existing Embarcadero Shuttle Route from July 2014 till June 2015 From: City Manager Lead Department: Planning and Community Environment Recommendation Staff recommends that Council authorize the City Manager to execute the attached new Rail Shuttle Bus Administration Agreement with the Peninsula Corridor Joint Powers Board (JPB) for fiscal year 2014-2015 in the amount of $55,560 to cover the City’s share of the Embarcadero shuttle operating costs during this period. Executive Summary The Palo Alto Shuttle Program includes three routes as of July 2014 each with origins in Downtown: 1) Crosstown Shuttle to South Palo Alto, 2) East Palo Alto/Caltrain Shuttle to the Woodland residential community, and 3) Embarcadero Shuttle provides peak-hour only service to the East Bayshore Business Park. The Crosstown and East Palo Alto/Caltrain Shuttles are operated by MV Transportation and managed directly by the City of Palo Alto. The Embarcadero Shuttle is operated by Parking Company of America and managed by the Peninsula Corridor Join Powers Board (JPB) as part of their commuter shuttle program. The JPB pays for 75% of the operating cost of the Embarcadero Shuttle while Palo Alto pays the other 25%. The proposed JPB contract allows for an extension of the Embarcadero Shuttle for the Fiscal Year 2014-2015 without changing either the existing funding arrangement or service levels. Background In 1999, the City and JPB entered into the Rail Shuttle Bus Administration agreement for the provision of shuttle bus services, through the JPB Caltrain shuttle bus program. This original City of Palo Alto Page 2 agreement included the JPB operating the Crosstown Shuttle but the City began contracting for that service independently in 2010. The current JPB contract for the operation of the Embarcadero Shuttle terminated on June 30, 2014 but the JPB has continued the operation while negotiations with their shuttle operator were completed. The proposed agreement ensures the continued service of the Embarcadero shuttle route and the existing JPB and Palo Alto funding arrangements, 75% and 25% respectively. JPB staff has updated and standardized the original Rail Shuttle Bus Service Administration Agreement from 1999 and the new base agreement, if adopted, will continue to provide the same level of service and funding, and will be effective from July 2014 - June 2015. The operating frequency of the Embarcadero Shuttle includes peak hour service only, 7AM to 10AM and 3PM to 7PM with approximately 20-minute headways. In June 2014, the City Council approved a three year contract with MV Transportation to provide service for Crosstown and East Palo Alto/Caltrain shuttle routes. The Crosstown shuttle service is funded exclusively by City of Palo Alto and the East Palo Alto/Caltrain shuttle route is funded by City of East Palo Alto. Neither the Crosstown shuttle route nor the East Palo Alto/Caltrain route would be affected by the proposed agreement. Discussion Staff is requesting that the Council authorize the City Manager to execute the attached Rail Shuttle Bus Administration Agreement to provide continuing operation of the Caltrain Embarcadero shuttle program for the next twelve months commencing July 1, 2014 and ending June 30, 2015. Separately, the City is exploring options to take over the Embarcadero shuttle to provide increased service to support satellite parking lot operations being considered along Embarcadero Road – East of Geng Road/Faber Place. However, the idea of satellite parking and the option of taking over the shuttle route are still being studied and are not addressed by this agenda item. The cost of the existing Embarcadero commute period shuttle service for twelve months from July 1, 2014 through June 30, 2015 is estimated to be $222,180. The JPB's maximum contribution for Shuttle Service during the base term of this Agreement will be $166,620, which is Seventy-Five Percent (75.0%) of the estimated total operating costs for the Shuttle Service as determined by the JPB. The agreement with the JPB stipulates that the City reimburse the JPB, Twenty-Five Percent (25.0%) of the total actual costs of operating the Shuttle Service in addition to an administrative fee to the JPB, which will be determined by the JPB on an annual basis. There is no administrative fee for this fiscal year. The proposed Joint Powers Board agreement may be City of Palo Alto Page 3 terminated by either party without cause by giving thirty (30) days prior written notice to the other party. As a part of the agreement, City is expected to conduct a marketing program, at its sole cost, to promote the shuttle service internally and report the results to Caltrain on a quarterly basis. The City has provided the marketing plan as shown in Exhibit C of the agreement. Resource Impact Funding included in the 2014/2015 operating budget for the Palo Alto Shuttle program is sufficient to cover the service and operating costs for the Embarcadero Shuttle. No additional resources will be required at this time. The execution of this agreement with the JPB will not impact the contract with MV Transportation that provides service for the Crosstown and East Palo Alto/Caltrain shuttle. Policy Implications This request would continue the Palo Alto shuttle’s existing service levels. A phase one expansion of service (the East Palo Alto route) was recently approved by the City Council, and a phase two expansion of service will be brought to the City Council for consideration later this fall. Environmental Review On August 2, 1999, the City Council approved a Negative Declaration finding the shuttle project would not result in any significant environmental impact. The current action would continue existing service levels and does not require further environmental review. Attachments: Attachment A: Joint Powers Board Rail Shuttle Bus Service Administration Signed Agreement (PDF) RAIL SHUTTLE BUS SERVICE ADMINISTRATION AGREEMENT - BAYLANDS / EMBARCADERO - CALTRAIN (JPB Operated & Managed) This Rail Shuttle Bus Service Administration Agreement ("Agreement") is entered into this ___ day of __________________, _______, by and between the Peninsula Corridor Joint Powers Board, a joint powers authority ("JPB") and City of Palo Alto ("Lead Organization"). RECITALS A. Lead Organization has applied to the JPB for authorization to participate in a shuttle bus service ("Shuttle Service") as part of the JPB's Shuttle Bus Program ("Program"), and the JPB has approved this application, subject to the execution of this Agreement. B. The purpose of this Agreement is to set forth the terms and conditions of Lead Organization's proposed operation of the Shuttle and participation in the Program. AGREEMENT NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: 1. Authorization. Subject to the terms and conditions set forth below, Lead Organization hereby is authorized to participate in the Program. The Baylands / Embarcadero Shuttle (“Shuttle”) shall operate to and from the Palo Alto Caltrain Station, Palo Alto, California, and other employment areas along the route shown on the map attached to this Agreement as Exhibit A, and described in the schedule attached to this Agreement as Exhibit B. The route and schedule of the Shuttle may be modified upon mutual agreement by the JPB and Employer. Lead Organization understands and agrees that more than one participant may be served by the Shuttle. 2. Lead Organization. Lead Organization acknowledges that it has been selected and accepts the position of Lead Organization on behalf of all organizations served by the Shuttle. As Lead Organization, Lead Organization shall provide the projected minimum Twenty-Five point Zero percent (25.0%) financial share in additional to all mutually approved startup expenses incurred by JPB. Lead Organization may seek appropriate contributions from participating organizations for reimbursement of amounts expended by Lead Organization hereunder, it being understood that Lead Organization shall not seek or make a profit from serving as Lead Organization. The JPB has no responsibility to collect any such amounts from such other organizations participating in the Program to be serviced by the Shuttle. 3. Shuttle Service Vendor. JPB shall make available to Lead Organization the above described Shuttle Service operated by the JPB's Shuttle Provider (“Vendor”) in full accordance with the terms and conditions of the contract between the JPB and the Vendor. The JPB will have daily management responsibilities for the Shuttle. 140811 ds 0131241 7453507.1 JPB shall be responsible for supplying and/or completing any grant-related reporting information. Lead Organization shall assist JPB in obtaining appropriate reporting information. 4. Term. The term of this Agreement shall be for 12 months commencing July 1, 2014 and ending June 30, 2015. This Agreement may be terminated by either party without cause by giving thirty (30) days prior written notice to the other in the manner provided below. JPB budget decisions are subject to the discretion of the JPB's Executive Director and the JPB's Board of Directors. This Agreement will terminate without penalty, liability or expense of any kind to JPB, if funds are not appropriated for the current fiscal year. If funds are appropriated for a portion of the current fiscal year, this Agreement will terminate without penalty, liability or expense of any kind to JPB, at the end of the term for which the funds are appropriated. If expected revenues, from pending or future grant applications, which are intended to fulfill any portion of the JPB contribution under this Agreement, are not approved and/or received by the JPB, this Agreement will terminate without penalty, liability or expense of any kind to JPB, at the end of the term for which the funds are appropriated. JPB has no obligation to make appropriations for this Agreement in lieu of appropriations for new or other agreements. The term of this Agreement may be extended to cover additional funding periods of up to twelve months each, by mutual written agreement. In the event that the Agreement term is extended, the Parties shall set forth any terms, including the JPB's maximum contribution, that will be applicable during the period(s) of extension. 5. Maximum Contribution; Payment. The JPB's maximum contribution (which includes contributions from all other funding agencies involved, if any) for Shuttle Service during the base term of this Agreement shall not exceed One Hundred Sixty Six Thousand, Six Hundred and Twenty dollars ($166,620), which is Seventy-Five point Zero Percent (75.0%) of the estimated total operating costs for the Shuttle Service as determined by the JPB. 6. Lead Organization's Payment. Lead Organization shall pay Twenty-Five point Zero Percent (25.0%) of the total actual costs of operating the Shuttle Service described in Section 1 of this Agreement during the term of this Agreement. Lead Organization may also be responsible for paying a reasonable administrative fee to the JPB, which fee will be determined by the JPB on an annual basis. Lead Organization's 25.0% share shall equal Fifty Five Thousand, Five Hundred and Sixty Dollars ($55,560), subject to a final adjustment as provided below. Lead Organization shall pay based on monthly invoices from the JPB. Lead Organization shall pay each invoice within thirty (30) days from the date of the invoice. In the event 25.0% of the actual cost of operating the Shuttle during the term of this Agreement exceeds Lead Organization's total payments, excluding any Administration fee, upon adequate substantiation of such cost overrun, Lead Organization shall pay to JPB the difference within thirty (30) days of JPB's request for it. All payments required under this Agreement shall be made by check or money order and delivered to the following address: Peninsula Corridor Joint Powers Board 1250 San Carlos Avenue San Carlos, CA 94070 140811 ds 0131241 7453507.1 2 Attention: Director of Finance Lead Organization shall be solely responsible for collecting any amounts owed by other organizations participating in the Program to be serviced by the Shuttle, if any. 7. Audit Requirements. For the duration of this Agreement, and for a period of three years thereafter, Lead Organization shall make available, during normal business hours and upon reasonable notice, to the JPB and/or the Bay Area Air Quality Management District ("BAAQMD"), or an independent auditor selected by either or both of them, all records relating to Lead Organization's participation in the Program including, but not limited to, all records of receipts and expenditures, promptly upon request. The JPB and/or BAAQMD shall bear its own costs connected with such audit, including the cost of an independent auditor. Lead Organization shall only be responsible for its own costs for making available all records relating to Lead Organization's participation in the Program in the event such an audit is requested. 8. Reporting Requirements. For the duration of this Agreement, including any extension terms, and for a period of three years thereafter, Lead Organization shall assist JPB with any reporting requirements related to the performance of this Agreement. JPB shall bear its own costs connected with such reporting. Lead Organization shall only be responsible for its own costs for making available all records relating to the Lead Organization’s participation in the Program in the event such a report is requested. Records may include, but are not limited to ridership reports, rider surveys, customer compliments/complaints, schedule variants and effective dates. 9. Marketing Program. Lead Organization shall conduct, at its sole cost, a marketing program regarding the Shuttle designed to assure the funding ridership benchmark targets are met. The Lead Organization Marketing Program, will be attached and made a part of this agreement as Exhibit C – MARKETING PROGRAM. Funding benchmark targets may change periodically during the term of this Agreement; the current targets are attached and made a part of this agreement as Exhibit D – FUNDING BENCHMARKS. These targets are subject to change during the term of this Agreement. The JPB will notify the Lead Organization of such changes and any additional requirements that may apply as a result, which Lead Organization shall then comply with. Within the first eight (8) calendar days of the reporting quarter, the Lead Organization shall provide the JPB, a quarterly marketing update based on the four fiscal quarters (October 1, January 1, April 1, July 1,) following the provision of Shuttle Service. The update shall include progress toward milestones and other promotional elements related to the Marketing Program. Within eight (8) calendar days of the end of the term of this Agreement, and/or any extension thereof, Lead Organization shall submit to the JPB an annual report on the same statistics. All reporting shall be submitted via MS Word or Excel spreadsheet or other format as approved by the JPB, to shuttles@samtrans.com. Any brochures, handbooks, articles, news releases, timetables, web content, or other publications regarding the Shuttle (collectively “Collateral”) if provided by Lead Organization, shall occur at its sole expense with no additional reimbursement from the JPB. All such Collateral must be approved by the JPB in advance of publication. All Collateral shall identify 140811 ds 0131241 7453507.1 3 the granting entities as funding sources in a manner approved by JPB, with copies to the JPB. See Exhibit E. – GRANTING ENTITIES. During the term of this Agreement, funding sources may change. The JPB will notify the Lead Organization of such changes and any additional marketing requirements that may apply as a result. The updates will not require Lead Organization consent. Lead Organization shall comply with update for newly drafted marketing materials. 10. Passenger Comments. Lead Organization shall refer any passenger comments and/or complaints regarding quality of service or equipment, to the JPB/Caltrain toll free number (1.800.660.4287 or TTY 650.508.6448) or website (Caltrain.com), unless otherwise instructed. 11. Indemnification. Lead Organization shall indemnify, keep and save harmless the JPB, the San Mateo County Transit District, the Santa Clara Valley Transportation Authority (“VTA”), the City and County of San Francisco, TransitAmerica Services Inc. ("TASI"), the BAAQMD, and their respective directors, officers, agents and employees (collectively, "Indemnitees") against any and all suits, claims or actions arising out of any injury to persons or property that may occur, or that may be alleged to have occurred, in the course of the operation of the Shuttle caused by an act or omission of Lead Organization or its employees, contractors, subcontractors, representatives or agents. JPB will notify Lead Organization promptly of any claim, the Lead Organization will have control of the defense of such claim and related settlement, and at the Lead Organization’s request and Lead Organization’s sole cost and expense, the Indemnitees will cooperate reasonably in the defense by providing information related to the Shuttle that is within their control. Except in the event of sole negligence on the part of Indemnitees, Lead Organization further agrees to defend any and all such actions, suits or claims and pay all charges of attorneys and all other costs and expenses arising therefrom or incurred in connection therewith; and if any judgment be rendered against the Indemnitees in any such action, Lead Organization shall, at its expense, satisfy and discharge the same. This indemnity shall survive the termination of this Agreement and or any extension thereof. Lead Organization shall be included as an Indemnitee in the agreement between the JPB and Vendor. A copy of that indemnity provision is attached as Exhibit F – INDEMNITY INCLUSION & INSURANCE ADDITION. 12. Insurance. During the term of this agreement, JPB shall require Vendor to include Lead Organization as an additional insured upon the same terms and policy limits specified in the agreement between JPB and Vendor. A copy of that additional insured provision is attached as Exhibit F – INDEMNITY INCLUSION & INSURANCE ADDITION 13. Notices. Any notice, report, request, instruction or other document required by this Agreement will be in writing and delivered in person to a representative of the parties at the address below, or by mailing the same by registered or certified mail, postage prepaid, addressed as follows: If to the JPB: Peninsula Corridor Joint Powers Board 1250 San Carlos Avenue San Carlos, CA 94070 ATTN: Bus Contracts 140811 ds 0131241 7453507.1 4 If to Lead Organization: City of Palo Alto P.O. Box 10250 Palo Alto, CA, 94303 ATTN: Ms. Ruchika Aggarwal Any notice served personally shall be deemed received upon delivery; any notice mailed via registered or certified mail as provided above shall be deemed received two (2) days after it is postmarked by the U.S. Mail Service. Either party may change its address by sending notice of the change to the other party as provided herein. 14. Liaison. JPB and Lead Organization shall each designate one or more persons to act as contact or liaison with the other party with regard to the day to day activities of the Program. Lead Organization's liaison shall be responsible, among other things, for complying with all reporting requirements specified in this Agreement, as well as coordinating the marketing program required by Section 9 above. Each party's liaison is as follows: JPB Liaison: Michael Stevenson (650) 508-7979 stevensonm@samtrans.com Lead Organization's Liaison: Ruchika Aggarwal (650) 329-2520 Ruchika.aggarwal@cityofpaloalto.org 15. Attorneys' Fees. In the event legal proceedings are instituted by either of the parties to enforce any term of this Agreement or to determine the rights of the parties hereunder, the prevailing party in said proceedings shall recover, in addition to all court costs, reasonable attorneys' fees. 16. Relationship. Pursuant to this Agreement, the JPB is merely a partial funding agency for transportation provided by the Lead Organization to their (and other participants, if any) tenants, employees, contractors, or designated agents under the Program. Nothing herein shall be deemed to create a partnership, joint venture, independent contractor or employment relationship between the JPB and Lead Organization. 17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California as applied to contracts made and performed entirely in California. 18. Successors. These Agreement obligations created under this Agreement shall be binding on, and the rights established herein shall inure to the benefit of, the successors and assigns of the parties hereto. 19. Assignment. Lead Organization may not assign any of its rights nor transfer any of its obligations under this Agreement without the prior written consent of Agency. 20. Modification. This Agreement may be modified or amended only by a written document signed by both parties. 140811 ds 0131241 7453507.1 5 21. Dispute Resolution. The JPB and the Lead Organization agree to attempt in good faith to resolve all disputes informally. If agreed to by both parties, alternate methods of dispute resolution, such as mediation, may be utilized. Unless otherwise directed by the JPB, the Lead Organization shall continue performance under this Agreement while matters in dispute are being resolved. 22. Interpretation. Section headings are solely for convenience and are not intended to affect the interpretation of the Agreement. The Agreement will be interpreted reasonably, not in favor of or against either party. 23. No Third Party Rights. The parties do not intend this Agreement to create rights in any third parties and nothing in this Agreement should be construed to do so. 24. JPB Warranties. The JPB makes no warranties or representations, either express or implied, beyond such as are explicitly stated in this Agreement. 25. Nondiscrimination Assurance – Title VI of the Civil Rights Act. Effective July 1, 2015, the JPB shall include the following language in the Vendor contract: "The CONTRACTOR shall not discriminate on the basis of race, color, creed, national origin, sex, or age in the performance of this Agreement. The CONTRACTOR shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of U.S. DOT-assisted contracts. Further, the CONTRACTOR agrees to comply with all provisions prohibiting discrimination on the basis of race, color, or national origin of Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000d et seq., and with U.S. DOT regulations, "Nondiscrimination in Federally-Assisted Programs of the Department of Transportation – Effectuation of Title VI of the Civil Rights Act," 49 C.F.R. Part 21. The CONTRACTOR shall obtain the same assurances from its joint venture partners, and subcontractors." 26. Severability. If any provision of this Agreement or any portion thereof is held to be invalid or unenforceable for any reason, that provision will be reformed and/or construed consistently with applicable law as nearly as possible to reflect the original intentions of this Agreement, and in any event such provision will be severable and will not affect the validity or enforceability of any other provision. 27. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to its subject matter and supersedes any prior or contemporaneous oral or written understandings of the parties on the same subject. This Agreement may only be amended in a writing signed by both of the parties hereto. The parties intend this Agreement to be an integrated agreement. THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK. 140811 ds 0131241 7453507.1 6 IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above with the intent to be legally bound. PENINSULA CORRIDOR JOINT CITY OF PALO ALTO* POWERS BOARD By: By: Name: Name: Title: Title: By: Name: Title: APPROVED AS TO FORM JPB Attorney *If Lead Organization is a corporation, this Agreement must be executed by two corporate officers, consisting of: (1) the President, Vice-President, or Chair of the Board, and (2) the Secretary, Assistant Secretary, Chief Financial Officer, Assistant Chief Financial Officer, or by any person authorized by the corporation to bind the corporation to a contract of this nature. THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK. 140811 ds 0131241 7453507.1 7 EXHIBIT A MAP OF SHUTTLE ROUTE Routing is subject to change with Caltrain permission. 140811 ds 0131241 7453507.1 8 EXHIBIT B SCHEDULE OF SHUTTLE SERVICE Schedule is subject to change with Caltrain permission. 140811 ds 0131241 7453507.1 9 EXHIBIT C MARKETING PROGRAM The Embarcadero Shuttle is operated and maintained by Caltrain in partnership with the City of Palo Alto. Palo Alto is responsible for local marketing to help promote shuttle use and increase ridership. This marketing plan outlines the activities that Palo Alto will undertake. Online Tools • Palo Alto will maintain a website for the shuttle program where users may view and download current shuttle schedules: www.cityofpaloalto.org/shuttle; • Palo Alto will maintain shuttle route information on Google Maps to assist riders in their trip planning activities. Social Media Outreach • Palo Alto will periodically promote shuttle information on its social media outlets including, but not limited to, Facebook and Twitter; • Palo Alto will periodically send out email reminders to registered neighborhood groups to remind the public of the availability of the Palo Alto shuttle program. Email notices will also be coordinated with the Chamber of Commerce to help promote the shuttle as a commuter resource; • Installing a map/schedule holder at the Alma/Lytton station stop (begin of line) • Palo Alto will provide periodic Press Releases and Newspaper Ads to help promote the shuttle program. Shuttle Stops Facilities • Palo Alto will maintain existing shuttle stop signage and install benches where supported by adjacent property owners; • By 2014 Palo Alto will introduce trial shuttle scheduler information at the Lytton/Alma shuttle stop to promote shuttle route information and ridership etiquette rules. Shuttle Schedule Flyers • Palo Alto will be responsible for the printing and distribution of shuttle flyers to interested community residents. Palo Alto will be delivering hard copies of existing shuttle route schedule at the following locations quarterly: • Palo Alto Medical Foundation; • Palo Alto Schools-Jordan Middle, Palo Alto High and Castilleja Schools’ • Palo Alto Libraries and Community Centers’ • Employees/tenants at Palo Alto Technology Center (Baylands Business Park)’ • Senior Centers upon request. 140811 ds 0131241 7453507.1 10 EXHIBIT D FUNDING BENCHMARKS As of July 1, 2014 Following are the funding benchmarks the JPB is encouraged to meet, for the Shuttle Service to be considered for competitive funding in future grant cycles: 1. Less than $90,000 per ton of emissions reduced (based on BAAQMD evaluation criteria) and less than $125,000 per ton of emissions reduced after January 1, 2015 (based on BAAQMD evaluation criteria); 2. Cost per Passenger: Less than or equal to $4.00 per passenger; 3. Riders per Service Hour: Greater than or equal to 10 riders per service hour; THE BALANCE OF THIS PAGE IS INTENIONALLY LEFT BLANK. 140811 ds 0131241 7453507.1 11 EXHIBIT E GRANTING ENTITIES As of July 1, 2014 Following are all granting entities requiring acknowledgement on all marketing Collateral: 1. BAAQMD; 2. Caltrain or Peninsula Corridor Joint Powers Board. Citing the funding entities in text or official logo form will be deemed acceptable once prior layout approval has been obtained from the JPB Liaison. THE BALANCE OF THE PAGE HAS BEEN INTENIONALLY LEFT BLANK. 140811 ds 0131241 7453507.1 12 EXHIBIT F INDEMNITY INCLUSION & INSURANCE ADDITION 140811 ds 0131241 7453507.1 13 City of Palo Alto (ID # 4735) City Council Staff Report Report Type: Consent Calendar Meeting Date: 8/18/2014 City of Palo Alto Page 1 Summary Title: SV8 Equinix Lease Agreement Title: Approval and Authorization for the City Manager to Execute a Master Country Agreement with Equinix LLC and Delegating the Authority to the City Manager to Execute Individual Service Orders Under That Master Agreement for a Term Not-to-Exceed Five Years and a Total Not-to-Exceed Amount of $500,000 From: City Manager Lead Department: Utilities Recommendation Staff recommends that Council: 1. Approve and authorize the City Manager to execute a Master Country Agreement, included here as Attachment A, with Equinix LLC (“Equinix”). to lease fiber optic access and termination services at the Palo Alto Internet Exchange (“PAIX”) for the City of Palo Alto Fiber Optic Utility; and 2. Delegate to the City Manager or his Designee the authority to execute individual Service Orders under the Master Country Agreement subject to the following limitations: o The maximum term for any one Service Order may not exceed five years; o The maximum amount of any Service Order or Service Orders shall not-to-exceed $100,000 per year, for a total not-to-exceed amount of $500,000 over five years; and o The form of each individual Service Order will be jointly determined by City staff and Equinix, subject to the limitations set forth above. The Service Order, including any and all transaction-specific terms related to services provided, billing, and indemnification and other legal terms will be approved as to form by the City Attorney’s Office. The terms of individual Service Orders will be substantially similar in form to those set forth in Attachment B to this staff City of Palo Alto Page 2 report. Background The City of Palo Alto Utilities Department (CPAU) has established a Fiber Optic Utility, created a dark fiber backbone in Palo Alto and licenses backbone connections to both businesses and local telecommunications resellers needing advanced broadband telecommunications services and for building-to-building service or to access the Internet Service Provider (ISP) of their choice. In order for Utility customers to receive telecommunications services, the dark fiber has to be “lit” or activated by an ISP. PAIX is a combined switching and commercial data center that is independent of any one ISP or telecommunications carrier affiliation. CPAU’s fiber backbone terminates at PAIX, giving Utility dark fiber customers direct access to 70 ISPs in downtown Palo Alto. Discussion CPAU is currently leasing four individual racks and cabinets from Equinix in the amount of $47,100 to provide dark fiber service to 237 individual utility locations. Based on its geographical location, PAIX is the only viable co-location internet facility or data center available to CPAU. CPAU has included additional details concerning the need for the agreement and selection of Equinix as a sole source provided in Attachment C to this staff report. Since 1996, the demand for dark fiber service has been increasing annually. In August 2013, CPAU leased a fourth rack at PAIX to accommodate system improvements and growing customer demand for fiber connections. In May 2014 CPAU expects to lease three additional inner ducts inside PAIX, which can provide up to 250 new connections. With the addition of these new configuration tools, the annual lease amount will increase by $37,800 to a total of $84,900 per year (see Attachment D). In fiscal year 2013, the Fiber Utility generated $4.2 million in customer sales to businesses and City departments. Resource Impact Funding for this contract is included in the FY 2014 Fiber Fund operating budget with subsequent years subject to Council’s approval of each fiscal year’s budget. Policy Implications This recommendation does not represent a change to current City policies. Environmental Review Approval of this agreement does not meet the definition of a project under the California Environmental Quality Act (CEQA), pursuant to the California Public Resources Code Section 21065. City of Palo Alto Page 3 Attachments: Attachment A: Contract Agreement Justification (PDF) Attachment B: Estimated Equinix SV8 Lease Cost for FY 2014-2015 (PDF) Attachment C: Contract Agreement Justification (PDF) Attachment D: FY 14-15 Estimated SV8 Equinix Cost (PDF) ATTACHMENT A ii'.· Ii· : ~ ' ........ , ..... ·J . • EQUiNIX Agreement Number: 00036759.0 MASTER COUNTRY AGREEMENT UNITED STATES This Master Country Agreement (United States) (the "MCA (US)" which also may be referred to as "MSA") is entered into on (the "Effective Date") by and between the undersigned customer ("Customer'') and Equlnlx LLC, for and on behalf of Itself or ltsAfflllates, each of whom may provide use of Licensed Space and Services pursuant to an agreed Order from time to time (and each referred to herein as "Equinix"). Customer and Equlnlx may be referred to collectively as "Parties" or individually as·a "Party". In consideration of the mutual covenants and conditions set forth below, Equinlx and Customer agree as follows: 1. This MCA (US) incorporates the Global Terms and Conditions attached as Attachment A ("GTCs") and all other attachments to this MCA (US). The term "Agreement" as used In this MCA (US) and in the GTCs shall mean this MCA (US) and everything incorporated by reference Into.this MCA (US) and In the GtCs, Including the Policies and all Orders. Capitalized tenns used but not defined in this MCA (US) shall have the. meaning ascribed to them In the GTCs. 2. This Agreement will be governed In all respects by the Internal laws of the state of California without regard to its conflict . of law provisions. The Parties each Irrevocably agree to the exclusive jµrisdiction of the courts of San Francisco, California, and waive any right to bring any action against the other Party In any other jurisdiction or courts. If any legal action is brought by either Party arising from, or related to, the subject matter of this Agreement, the prevailing Party will be entitled to an award of Its reasonable attorneys' fees and .costs. 3. Customer wl)I not flle a mechanic's lien or similar' lien on, or in connection with, the Licensed Space or IBX Centers. Without llmltlng the foregoing, In the event a mechanic's lien or similar lien is filed on or in connection with, the Licensed Space or IBX Centers, Customer will. be responsible for the immediate satisfaction, payment or bonding of any such lien. In no event will Customer's Equipment be construed as fixtures. Executed as an Agreement, which shail not take effect until signed by both Parties below. Customer to complete: . Customer warrants and represents that the individual signing below has full authority to execute this Agreement on behalf of Customer. Customer Name: CITY OF PALO AL TO (Complete Legal Name) Authorized Signature: Printed Name: Title: Street address for notices: Phone: Facsimile number: Electronic mail address: Equinix to complete: Equinix warrants and represents ihat the Individual signing below has full authority to execute this Agreement on behalf of Equinix. · EqulnlxLLC Authorized Signature: Printed Name: Title: Street address for notices: EquinixLLC One Lagoon Drive, 4th Floor Redwood City, California 94065, USA · Phone: +1 650-598-6000 Facsimile number: +1 650-618-1857 MCA-US_08Jan2014 Equlnlx Proprietary and Confidential Page 1of2 ••• Attachment A Global Terms. and Conditions The remainder of this page Is Intentionally blank. MCA-US_08Jan2014 Equinix Proprietary and Confldehtlal Page 2 of2 .anhi ~~.~~- NOTE REGARDING USE OF THIS DOCUMENT: These Global Terms and Conditions (GTC) are Intended to be incorporated Into country-specific master country agreements; and neither Licensed Space nor Services may be ordered lh a country until the GTC and applicable master country agreements are fully, exeeuted. . .. .rinh• '1'1 .. JJ'9' EQUINIX Agreement Number _______ _ GLOBAL TERMS AND CONDITIONS 1. ORDERING AND PROVISION OF LICENSED SPACE AND SERVICES Customer may request Licensed Space and Services from Equinix by · placing Order(s). Upon agreement of Order(s), Equinix shall provide · Licensed Space and Services to Customer pursuant to this Agreement. 2. PAYMENT TERMS AND TAXES a. Fees will accrue from the . Billing Commencement Date and Customer will be liable for Fees for the full term specified in each Order. Customer will pay in full ail invoices from Equinix in the currency stipulated in the Order within thirty (30) days of the date of invoice. Interest shall be charged on past due amounts at the lower of (i) one and a half per cent (1.5%) per month; or (ii)'the highest rate permitted by applicable law. Unless otherwise mutually agreed, Equinix will invoice monthly in advance for all recurring Fees and in arrears for usage-based or non-recurring Fees. Fees will be listed on Orders, except for Online Orders and Phone Orders which will be subject to Equinix's then-current list price unless otherwise mutually agreed. b. If the amount of any invoice or any part thereof Is disputed by Customer In good faith (bona fide) (a "Disputed Amount"), then · Customer must submit a written notice. with reasonable supporting documentation within ninety (90) days of the date of the Initial invoice on which the Disputed Amount appears, failing which Customer waives all rights to dispute such Disputed Amount and.to fife any claim. The Parties will work together in good faith to resolve the Disputed Amount within thirty (30) days after receipt of Customer's notice. c: If Customer's account is past due two (2) or more times in any twelve (12) month period, Equlnix may charge Customer a deposit of three (3) months of the then-billable Fees to be held without Interest (the "Deposit"). Equinix may deduct amounts due from the Deposit and will return or credit any remainder upon termination. d. All ~mounts payable by Customer to Equinix under this Agreement exclude Taxes. Customer shall be responsible for (i) Taxes related to Its activities and the ownership and operation of Customer's Equipment and (ii) Taxes imposed, levied or assessed thereon by any governmental or other authorities. If Cu.stomer is ·required to make any de~uction,. withholding or payment for Taxes In any jurisdiction on amounts payable to Equlnlx, such amounts will be increased such that after making such deduction, Equinix receives an amount equal to what it would have received if such deduction, withholding or payment had not been made. 3. ACCESS TO AND USE OF THE IBX CENTERS a. Subject to the terms and conditions of this Agreement, Customer will have access to 'the Licensed Space twenty-four (24) hours per day, every day of the year. modifies the policies in a way that materially adversely affects Customer's use of the Licensed Space and the Services in such Licensed Space and Customer provides written notice of termination within ten (10) days from the date of Equinix's notice. c. Customer may sublicense Licensed Space to a Subllcensee provided that (i) the terms and conditions of such subllcense will be no less restrictive than this Agreement; (Ii) Customer will not act or purport to act on behalf of Equinix or any landlord of Equlnix; (ill) Customer will require the Sublicensee to abide by this Agreement and the applicable Policies; and (Iv) Equlnbc shall not be deemed to have any obligations to any Sublicensee. No Sublicensee shall further subficense any Licensed Space. Notwithstanding any subllcensing, Customer remains responsible to Equinlx for the.performance of all obligations under !hill Agreement including the payment of all amounts owed under this Agreement. d. Customer will be responsible and liable for all acts or omissions of Customer's Authorized Persons, Accompanying Persons, Associated Entities and for any equipment or services· not provided by · Equinix. Customer will indemnify, defend and hold harmless the Equlnix Parties from any and ail liability, loss, damages, costs and expenses (including reasonable attorneys' fees and expenses) for third-party claims brought by, arising from or (elated to Customer's Authorized Persons, Accompanying Persons cir Associated Entities. · e. This Agreement is not Intended to and does not constitute a lease of any real or personal property or a grant of any other real property interest. Customer acknowledges and agrees that (i) for Licensed Space and Services provided In a common law jurisdiction, it is granted only a license to use the Licensed Space In accordance with this Agreement; and (II) for Licensed Space and Services provided in a civil law jurisdiction, the Licensed Space is made available and Customer is granted permission to access and use .the Llcensed·Space In accordance with this Agreement. This Agreement is subject arid subordinate to the leases for the IBX Centers and all superior instruments to such leases. Customer's Equipment will not be construed as fixtures or fittings. Equinix will retain title to all parts and materials used or provided by Equinix In providing the Licensed Space and the performance of the Services. · 4. WARRANTY AND LIMITATION OF LIABILITY a. Each Party represents, warrants and eovenants that it will comply with all applicable laws and regulations in connection with this Agreement. Equinix represents, wa·rrants and covenants' that It shall provide the Licensed Space and perform the Services In a professional and workmanlike manner. Customer represents, warrants and covenants ·that it will maintain throughout ~he Term the legal right and authority (including regulatory consents) to operate, configure, Install, maintain and repair Customer's Equipment as conter:nptated by this Agreement. b. EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, EQUINIX DOES NOT MAKE AND HEREBY DISCLAIMS b. Customer will comply with the Policies, which have been ALL WARRANTIES INCLUDING BUT NOT LIMITED TO EXPRESS, furnished to Customer and are Incorporated herein by reference. Equinix IMPLIED AND STATUTORY WARRANTIES THAT THE SERVICES may modify the Policies from time to time . effective upon notice. WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY .lom0< m'Y tennl'ale "" O<d" fO< o """''"' Spaoe ' Equln• SECURE AND TttE IMPLIED WARRANTIES Of MERCHANTABILITY Equlnlx GTC Equlnlx Proprietary and ConfidenUal Page 1 of7 November 1, 2012 OR SATISFACTORY QUALITY, FITNESS. FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF ANY THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS. ALL LICENSED SPACE AND S!=RVICES ARE PROVIDED OR PERFORMED ON AN "AS IS", "AS AVAILABLE" BASIS, AND CUSTOMER'S USE OF THE LICENSED SPACE AND SERVICES IS SOLELY AT ITS OWN RISK. . c: NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR (I) LOST P~OFITS; (II) LOSS OF BUSINESS; (Ill) LOSS OF REVENUES (EXCEPT THAT CUSTOMER SHALL BE LIABLE FOR ANY FEES OR OTHER AMOUNTS OWED TO EQUINIX UNDER THIS AGREEMENT); (IV) LOSS OF DATA OR · INTERRUPTION OR CORRUPTION OF DATA; M ANY CONSEQUENTlf.L OR INDIRECT DAMAGES; OR (V[) ANY INCIDENTAL, SPECIAL, RELIANCE, EXEMPLARY OR PUNITIVE DAMAGES (IF APPLICABLE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. d. NOTWITHSTANDING ANYTHING TO THE CONTRARY· IN THIS AGREEMENT, EQUINIX'S TOTAL LIABILITY TO CUSTOMER IN THE AGGREGATE FOR THE ENTIRE TERM (REGARDLESS OF WHETHER THE CLAIMS ARE BROUGHT DURING OR AFTER THE TERM) WITH ·RESPECT TO .ALL CLAIMS ARISING FROM OR RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT (INCLUD.ING ATTORNEY'S FEES) WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO EQUINIX FOR THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE MONTH IN WHICH THE FIRST CLAIM AROSE. AS A FURTHER LIMITATION, EQUINIX'S MAXIMUM LIABILITY FOR ANY CLAIMS RELATING TO THE LICENSED SPACE AND THE SERVICES OFFERED OR PROVIDED BY EQUINIX (I) FOR A NO,N-RECURR.ING CHARGE ONLY; OR (II) AS SMART .HANDS SERVICES, SHAtL NOT EXCEED THE AMOUNT OF THE FEE FOR SUCH LICENSED SPACE AND SERVICES PROVIDED ON THE OCCASION GIVING RISE TO THE CLAIM. e. THE LIMITATIONS SET FORTH IN SECTIONS 4(c) AND 4(d) WILL -APPLY TO ALL CLAIMS AND CAUSES OF ACTION, REGARDLESS OF. WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHER THEORY. . f. Equinix and Customer e'!lch waive the right to bring any claim against the other Party arising out of or in any way relating to an Order more than one (1) year after the date such Order expires or is terminated. Each· Party recognizes and agrees that the warranty disclaimers, limitations of liability and remedy limitations in this Agreement are materially bargained for by Equlnix and Customer. 5. INSURANCE a. Customer agrees to maintain the fQllowing insurance, at its exper:ise, for each IBX Center during the Term, With insurers having a minimum AM Best rating of A· VII or S&P rating of A: (I) Commercial General Liability or Public Liability Insurance with a limit of US$2,000,000 ·per occurrence, US$4,000,000 in the aggregate (or the local currency equivalent), provided · these limits may be achieved through a combination of primary and excess policies. Such insurance will include coverage for bodily injury and property · damage; (Ii) Workers' Compensation and Employer's Liability insurance where required by local statute; and (Iii) Ali Risk Property Insurance on a reph;1cement cost basis with limits adequate to cover the value of Customer's Equipment. b. Customer will furnish Equinix with certificates of in.surance upon request that evidence the minimum levels of insurance set forth herein, list Equinix as an additional insured or interested party on the Comme·rcial General Liability or Public Liability policy and designate that Customer's insurance is primary and non-contributory. Customer waives Its Insurers rights of subrogation on all policies referenced above. Customer will provide at least thirty (30) days' prior written notice to Equinix of any non-renewal or cancellation of the policies referenced ~· . . 'I:.·.··.·.·,·.·.····.··;: 6. TERM, TERMINATION AND SUSPENSION a. This Agreement will commence on the Effective Date and will terminate on the date the last Order then in effect expires or is terminated. A termination of this Agreeryient shall terminate all Order(s)'. b. Either Party may terminate this Agreement by giving written notice to the other Party if the other Party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days (ten (10) days in the case of a failure to pay Fees) after receipt of such notice. If Customer fails to cure a monetary breach, Customer will be responsible for all collections costs including reasonable attorneys' feies. If the breach (other than where Customer has failed to pay Fees) cannot be cured within thirty (30) days, the breaching Party shall be . given a reasonable period of time, but not to exceed sixty (60) days after · receipt of the notice, to cure the breach, provided that the breaching Party acts promptly and diligently to cure such breach. c. Either Party may terminate this Agreement Immediately upon giving written notice to the· other Party If such other Party becomes unable to pay its debts as they become due, ceases to do business, enters into a deed of arrangement; undergoes judicial management, commences the process of liquidation, has a receiver appointed or begins winding up.or similar arrangements. d. Without limiting Equinix's rights under ·section 6(b), Equinix may suspend the provision of the Licensed Space and/or the Services, deny access to and the removal of Customer's Equipment from the IBX Center, if Customer fails to cure any monetary breach of this Agreement within ten (10) days after notice of the same (or within five (5) days after notice of the same In the event Customer's account is past due on two (2) or more occasions during a twelve (f2) month period). · e .. Equinix may suspend the use of Licensed· Space and/or provision of the Services i.f (i) Customer or Customer's Equipment interferes with Equinix's operation or maintenance of the IBX Center or · with one or more of Equinix's other customers' use thereof, and within a reasonable time, not to exceed one (1) hour after being notified by email or phone, Customer falls to (a) cease such interference; (b) provide a plan acceptable to Equlnlx to cease such interference; 'or (c) authorize . Equlnlx to take action to cease such Interference (billed at Smart Hands rates); or (ii) in Equlnlx's reasonable judgment Customer or Customer's Equipment has the potential to interfere with Equlnix's operation or maintenance of the IBX Center or with one or more of its other · customers' use thereof, and within a reasonable time, not to exceed forty- eight (48) hours after being notified by e-mail or phone, Customer fails to (a) resolve such potential Interference; (b) provide a plati acceptable to Equinix to resolve such potential interf~rence; or (c) authorize Equlnlx to take action to resolve such potential interference (billed at Smart Hands rates) .. If Equinix suspends the use of Licensed Space and Seivlces pursuant to this Section 6(e), unless Equinix has subsequently terminated this Agreement as permitted under this Agreement, equinix will reinstate use of Licensed Space and resume the discontinued Services as soon as reasonably practical after It is reasonably satisfied . that. Customer has cured the breach(es) which gave rise to the suspension; and Equlnlx may charge a reinstatement fee. Further, Equlnlx may terminate this Agreement If Custonier's breach referred to in this Section 6(e) continues for at least five (5) days or occurs more than three (3) times In any twelve (12) month period. 7. REMOVAL OF CUSTOMER'S PROPERTY a. Customer will remove all of Customer's Equipment on or before the expiry or termination of the applicable Order. Unless Equinix otherwise agrees In writing, failure to remove Customer's Equipment within ten (10) days from the termination of the applicable Order, or 'within thirty (30) days jfthe Order Is terminated due to Equinix's material breach; will constitute abandonment of Customer's Equipment under the laws of the jurisdiction where the abandoned property Is located and Equinix will be entitled to pursue all available legal remedies, including, without limitation and at Customer's risk and expense: (i) immediately removing Customer's Equipment and storing it at Customer's expense at an on-site or off-site location; (ii) shipping it to Customer; or (iii) upon EquinixGTC November 1, 2012 Equinlx Proprietary and Confidential Page2of7 • .! thirty (30) days' prior written notice to Customer, liquidating it, and retaining the proceeds. · b. Subject fo Section 7(a), while Customer has no right to use the Licensed Space or Services after an Order expires or terminates, if Equinix permits Customer to do so in its sole discretion, Customer will remain bound by the terms of the Order and this Agreement, Including,. without limitation, all payment obligations, and such continued use may be terminated .by Equinix immediately upon notice. . 8. CONFIDENTIAL INFORMATION a. "Confidential Information" means information disclosed by one Party to the other Party; including (a) Information Identified by the disclosing Party, in writing or orally, as confidential at the lime of disclosure; (b) Information containing the disclosing Party's customer lists, customer information, teclinlcal information, pricing information, financial position, trade secrets, customer communications or proposals, benchmarking information, satlsfaciion surveys, or information relating to . Its business planning or business operations; (c) the terms of this Agreement; (d) the design of the IBX Centers, the Licensed Space, the Services provided, equipment used at the IBX Centers, the configuration of cables, networks and services at the IBX Centers. Information is not deemed Confidential Information if it (i) is known to the receiving Party prior to receipt from the disclosing Party directly or indirectly from a source other than one having an obligation of confldentlality to the disclosing Party; (ii) becomes known (Independently of disclosure by the · disclosing Party) to the receiving Party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party; (iii) becomes publicly known or olherwlse ceases to be confidential, except through a breach of this Agreement by the receiving Party; or (iv) is independently developed by the receiving Party. For the avoidance of doubt, the mere placement of materials or equipment containing Information at an Equlnix location does not constitute disclosure of such information to Equinix. b. Neither Party will use O( disclose Confidential Information from the other Party without the prior written consent of the other Party except where (i) if in the opinion of counsel, the disclosure is required by applicable law; or regulation {Including securities laws regarding public disclosure of business information) or by an order of a court or other governmental body having jurisdiction after taking steps to maintain its confidentiality where practicable; or (ii) reasonably necessary to .be made to that Party's, or Its Affiliates',· employees, officers, directors, attorneys, accountants and other advisors, or {Ill) necessary for a Party to exercise its rights. and perform its obligations under this Agreement. In any case, the disclosing Party shall ensure that disclosure shall not be broader than necessary, and that the recipient agrees prior to receipt to keep the Information confidential to the same extent as under this Agreement {except that such agreement need not be obtained for disclosures to a court, regulator or arbitrator). c. Neither Party grants the other Party the right to use its trademarks, service marks, trade names, copyrights, other intellectual property rights or other designations In any promotion, publication, ,or press release without the prior written consent of the other Party in each case. Notwithstanding this Section 8, {i) Equinlx may issue a press release announcing Cust9mer's entry into the IBX Centers; (ii) Equinix may display Customer's name, presence in the IBX Centers and other information uploaded by Customer on the Equinix Marketplace; and {Ill) either Party may publicly refer to the other Party as a customer or yendor of Licensed Space and Services. 9. . MISCELLANEOUS a. Notice. Unless expressly stated In the Agreement, all notices, c9nsents, or approvals required by this Agreement will only be effective if in writing and sent by {i) certified or registered mail, postage prepaid; {ii) overnight delivery requiring a signature upon receipt; {iii) delivery by· hand; or {iv) facsimile or electronic mail (promptly confirmed by mail), to the. Parties at the respective addresses or numbers in this Agreement or :V~esignated in writing by the Parties. Notices, consents and approvals · 'er this ·Agreement will be in writing, with either ink or electronic :1ature, and be deemed effective on the date ·of receipt. ~·; : . · .. ·.· .· ·.·.· ·.·. :· Notwithstanding anything to the contrary. in this Agreement, notices relating to Policies sent by Equinix shall be presumed to be received five (5) days after mailing if sent by mail, two (2) days later if sent by ·. overnight courier or on the date of dispatch if sent by electronic mail. b. Entire Aareement. This Agreement, including these Global Terms and Conditions and the Equinl~ Service Level Agreement set out in Exhibit 1 to these Global Terms and Conditions, and all Orders, which are incorporated · by this reference, constitute the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersede and replace all prior or contemporaneous discussions, negotiations, proposals, understandings and agreements, written or oral, as well as any industry custom. Each Party acknowledges that, In entering into this Agreement, it has not relied on, and s~all have no right or remedy in respect of, any statement, representation, assurance or warranty other than as expressly set out In this Agreement, but nothing in this Section 9(b) shall limit or exclude a Party's liability for fraud. This Agreement may be executed in two or rnore counterparts {and the signature pages may be delivered with ink or electronic signature or by facsimile or email), each will be deemed .an original, but all together will . constitute one and the same Instrument. Except where otherwise expressly stated herein, this Agreement may be amended only by the written agreement of both Parties. c. Construction, Each Party agrees that it has reviewed this Agreement, and this Agreement shall not be interpreted more strictly against the drafting Party. The section headings and captions are for convenience only and will not be used to construe this Agreement. If any .provision of this Agreement is adjudged by a court to be invalid, Illegal or unenforceable, it will not affect the validity, legality, or enforceability of the other part{s) of the same provision or of the other provisions !n this Agreement. · d. ~ Sections 3(d), 4(c) -(f), 7, and 9{d) will survive the termination of this Agreement. Section 8 will survive for three (3) years after terminatipn of this Agreement. e. Subcontracting and Transfer. Equinix may permit any other Equinix Company, independent contractor or other third party, to perform any of Equinix's obligations hereunder. Equinix may transfer this Agreement or any of its rights and obligations hereunder with prior notice to Customer. Customer may transfer this Agreement or any of its rights and obligations hereu11der to an Affiliate or to an entity which is acquiring all or substantially all of Customer's business or assets with .prior notice to Equinix, and In all such events the person or entity to whom this Agreement is assigned by Customer must agree In writing to be bound by all of the terms of this Agreement. This Agreement will be binding upon and inure to the benefit of all successors and permitted transferees · of Equinix and Customer, who will be bound by all of the obligations of · their predecessors or transferors. · f. Force Maleure. Except for Customer's obligation to pay amounts owed under this Agreement, including Fees, neither Party will be responsible or in any way liable to the other Party, and neither Party will have any termination or other rights, arising out of or relating to a failure by the other Party to perform any of its obligations under this Agreement if such failure is caused by events or circumstances beyond its reasonable control. These events may Include but not be limited to acts of God, war, labor strike, terrorist act,· fire, flood, earthquake, health epidemic or any law, order, regulation or other action of any governing authority or agency. · g. Conflicts. All Orders are subject to the terms and conditions of this Agreement. In the event .of ambiguity, conflict or Inconsistency among the documents comprising this Agreement, the documents shall be given a descending order of precedence as follows {i) the Order; {ii) the master country agreement Including attachments and exhibits to the master countf}' agreement, other than · these Global Terms and Conditions; (iii) the Policies; and {Iv) these Global Terms and Conditions. h. Data Protection, "Contact Data" means business contact data {including but not limited to CRM databases and data that is set out on access lists at any IBX Center from time to lime) containing personal and/or private information of a Party, its agents, employees or any EqulnlxGTC November 1, 2012 Equlnlx Proprietary and Cqnfldentlal Page 3of7 · • authorized user of the Licensed Space and Services (including Sublicensees) and its agents, employees, consultants, contractors or partners provided to or obtained by the other Party by virtue of the performance of the Agreement and whose use, processing or transfer of such data Is regulated by law or regulation as "personal data". Customer acknowledges that Equinix, Equinix Parties and their agents will, by pmviding the Licensed Space and Services, come Into possession of Contact Data. Customer acknowledges and agrees that Equlnlx, Equlnlx Parties and their agents may use, process and/or transfer Contact Data (including Intra-group transfers and transfers to the United States): (i) in connection with the provision of Licensed Space and Services; (ii) to incorporate Contact Data into databases controlled by Equinlx or Equlnix Parties for the purpose of account administration, · billing and reconciliation, operational maintenance and support activities, fraud detection and prevention, and customer and market analysis and reporting; and (iii) to comm11nicate to Customer by voice, letter, fax or email regarding· products and services of Equinix or Equinix Parties or third parties through the Equinix Marketplace.· Customer may withdraw consent for such use, processing or transfer of Contact Data as set out in (iii) above by sending written notice to Equinix on the prescribed form, . available from Equinix. Customer acknowledges that it has the right to access Contact Data upon written notice and have any agreed errors in such Contact Data rectified. I. International Securjtv Concerns. Customer represents, warrants and covenants that Customer: (I) is compliant with applicable Sanctiori Laws; (ii) is not listed, or owned or controlled by an entity or person, on the U.S. Dep;:irtment of Treasury list of Specially Designated Nationals, or located in or organized under the laws of a country subject to U.S. or E.U. embargo (collectively, "Restricted Persons"); (iii) Is not providing services In connection with this Agreement to Restricted Persons, includ.ing any Sub-Licensees; and (Iv) will not use the Licensed Space and Services, or allow them to be used, for any purposes prohibited by applicable Sanction Laws, including, nuclear, chemical, or biological weapons proliferation, or development of missile technology. Notwithstanding any other provision in this Agreement, Equinix reserves the right to terminate this Agreement immediately upon written notice to the Customer If Equinix reasonably determines that Customer is not in compliance with this Section 9(1.) or is causing Equinlx to be exposed to violations under Sanction Laws. · j. General. Except where otherwise expressly stated herein, and subject to the !Imitations set forth In Section 4, the rights and remedies provided for herein are cumulative and not exclusive of any rights ot remedies that a Party would otherwise ·have. The Parties are independent contractors and this Agreement does not establish any relationship ofpartnership, joint venture, employment, franchise or .agency between them. Neither Party may bind the other or incur obligations on the other's behalf without the other's prior written consent. · · There will be no third party beneficiaries to this Agreement. No waiver of any breach of any provision of this Agreement will constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver will be effective unless made In writing and signed by an authorized representative of the waiving Party. Each master country agreement (I) Is only binding upon the MCA Signatories and not upon any other Equlnlx Company or Customer Affiliate and (II) only affects Orders placed under that mas~er country. agreement. For avoidance of doubt, no other Equlnlx Company or Customer Affiliate except the MCA Signatories are required to agree to any of the terms and conditions set forth in that master country agreement. The Equinix Company that enters Into an Order with Customer for Licensed Space and Services shall provide the Licensed Spaee and Services in accordance with this Agreement and no other Eau. !nix entity shall be jointly or severally liable wit~ such Equi. nix · ·npany for the provision of Licensed Space and performance of the .vices. . . . . ;-·:.·.·; ... ·.·.·.·.··.< 10. DEFINITIONS Capitalized terms used herein but not otherwise defined will have the meaning ascribed to them in this Section 10 or the applicable master country agreement. Accompanying Person: Each person (other than an employee of Equinix) accompanied by an Authorized Person while at an IBX Center. Affiliate: As to a Party, any entity controlling, controlled by, or under common control with such Party, where the term "control" and its correlative meanings, "controlling," "controlled by," and. "under common control with," means the legal, beneficial or equitable ownership, directly or indirectly, of more than fifty percent (50%) of the aggregate of all voting equity Interests In an entity. Agreement: The meaning given to such term in the relevant master country agreement into which these Global Terms and Conditions are incorporated. Associated Entity: Means (i) each individual, company, partnership or other entity of any type which employs, contracts with, or Is otherwise associated or affiliated with Customer, Authorized Persons or Accompanying Perso.ns, (ii) any of Customer's end users and (Ill) Sublicensees, Authorized Person: Each person included on the most recent list of Authorized Persons given to Equinix by Customer in a~ordance with Equinix's then-current form and procedures, who may be authorized by Customer to, for example, access an IBX Center, place Orders on an Equinix cus!Omer care website or act as Customer's shipping contact. Billing Commencement Date: For Licensed Space or a Service ordered In an Order (other than Online .Orders pr Phone Orders), the date designated In the Order as the Biiiing Commencement Date or if there Is no date designated in the Order, then the date on which the Licensed Space is provided or the Service is delivered. For Licensed Space or a Service ordered in an Online Order or Phone Order, tlie date Equlnix begins providing the Licensed Space or Service to Customer, unless otherwise agreed to by the Parties In the Order. Cross-Connect: A physical or wireless interconnection within an IBX Center that (i) exits Customer's Licensed Space or (II) connects Customer to another Equinix customer. Customer's Equipment: All network, computer and other equipment provided, owned or controlled by Customer, Customer's Affiliates, Customer's Authorized Persons, Accompanying Persons or Associated Entitles (Including wiring and connections between such equipment and Customer's demarcation equipment) excluding Cross-Connects or Equlnix's demarcation equipment. Equlnix Company: An Affiliate of Equlnlx Inc. Equinix Marketplace: A portal established and operated by Equlnlx whereby the Cus!Omer may promote its own products and services to · other customers or prospective. customers of Equlnix or obtain information about procuring products and services from other Equinix customers, known as the "Marketplace" or su.ch other future marketing medium with a similar purpose aimed at current or potential Equinix customers. Equinix Parties: Equinix and the Affiliates, owners, officers, directors, employees, and agents of Equinix. Fees: Charges and fees for Licensed Space and Services charged to Customer by Equinix, exclusive of Taxes. IBX Centers: The International Business Exchange Centers in which Customer receives Licensed Space and Services from Equlnlx pursuant to an Order. Licensed Space: The areas which, for space in an IBX Center In a common law jurisdiction, are licensed by Customer or, for space in an EqulnlxGTC November 1, 2012 Equlnix Proprietary and Confidential Page 4of7 uuuu IBX Center in a civil law jurisdiction, are made available to Customer with permissJon to access and use, in each case under this Agreement and the Orders, and as Identified in the Orders as to the amount of space. For each Licensed Space, Equinix wlll determine at all times the exact locatlon in the IBX Centers where the Licensed Space will be located, and Equlnlx will notify Customer accordingly. MCA Signatories: The Equinix Company and Customer Affiliate that are th(:) sign!'ltories to a master country agreement. Online Order: An Order placed via an Equinlx customer care website or email, to be effective only after Equlnix accepts it in accordarice with Equinix's applicable procedures or Eqliinix begins providing the Licensed Space or the Services ordered under the Online Order. Order: An order for Licensed Space or Services prepared by Equinlx, or an amendment thereto that is incorporated Into this Agreement by reference; which describes the Licensed Space or Services. Orders are · not valid 1.1ntil signed by both Parties, except for Online and Phone Orders. Equinix is under no obligation to accept an Order. Unless otherwise specified, reference to Order(s) shall also Include Online Orders and/or Phone Orders. Phone Order: A11 Order placed over the phone, where available, will be effective only after Equlnix accepts it in accordance with Equlnix's appllcable procedures or when Equinix begins providing the Licensed Space or the Services. Policies: Equinix's procedures, rules, regulations, security practices and policies for the IBX Centers, as amended from time to time. Sanction Laws: All applicable sanction or embargo. laws and regul.ations from time fo time, including trade and economic sanctions rriaintained by the Treasury Department's Office of Foreign Assets . ·:.·.· CUSTOMER TO COMPLETE: Acknowledged and agreed. Customer Company Name: ____________ _ (Complete Legal Name) Authorized Signature:-...,---------~--- Printed Name:----------------- Title: ___________________ _ a • . = .,.,,,,,·,··.· .. ·.·.·.·· .. : Control ("OFAC") and any other enabling legislation or executive order relating thereto. Service~: All services, goods and other offerings provided by Equinix under an Order pursuant to this Agreement. Smart Hands: Equlnlx's onslte technical assistance which may include following Customer's express instructions relating to remote management, installation or troubleshooting of Customer's Equipment or any other assistance agreed to by Equinix in an Order. Subllcensee: A customer of Customer or other third party who (I) sublicenses all or part of the Licensed Space from Customer, if such Licensed Space is located In a common law jurisdiclion, or (ii) is able to access and use all or part of the Licensed Space as made available by Customer, if such Licensed Space is located in a civil law jurisdiction. Taxes: Sales, use, transfer, privilege, excise, consumption tax, Value Added Tax ("VAT") or Goods and Services Tax ("GST") as applicable, and other similar taxes and duties, whether foreign, national, state or local, however designated, levied or imposed (whether as a deduction, withholding or payment) now In force or enacted in the future, which apply to the Licensed Space provided or the Services performed by Equinix for Customer or to Customer for its operations and use of the Licensed Space or Services, but excluding taxes on Equinix's net. income. Temi: The duration of this Agreement, as determined under Section 6(a) of this Agreement. Unavailable: The meaning given to such term in the context of a service level specified in the Equinlx Service Level Agreerrient set out In Exhibit A to these Global Terms and Conditions, arid "Unavallablllty" will be construed accordingly. · EQUINIX TO COMPLETE: Acknowledged and agreed. Authorized Signature:----------------- Printed Name:------------------- Title: _____________________ _ EqulnlxGTC November 1, 2012 Eq.uinix Proprietary and Conlldential Page 5 of7 EQUINIX SERVICE LEVEL AGREEMENT EXHIBIT A TO GLOBAL TERMS AND CONDITIONS The purpose of this Service Level Agreement ("SLA") is to define the measurable performance levels for the provision of Equlnix Services and specify remedies available to Customer if Equinlx falls to achieve these levels. Words capitalized but not defined in this SLA will have the meaning defined in the Agreement. 1. POWER SERVICES Redundant Power at 99.999+% availability. This is met by achieving Jess than five (5) minutes of Unavailability over a twelve (12) month period ("Redundant Power SLA Threshold") per cabinet. For the purposes of this paragraph, a Redundant Power Service Is considered Unavailable when a functioning cabinet that includes Customer provided automatic failover capability Is powered by two (2) power circuits ·from different power busses, and both power circuits experience a simultaneous Interruption in electrical power such that the cabinet experiences an Interruption In electrical power. Subject to Section 4, if Unavailability exceeds the Redundant Power SLA Threshold, Customer wlll be entitled to a Service credit equal to 1/30th of the Monthly Recurring Charges ("MRC") for the affected power circuits and Licensed Space MRC for the cabinet attached thereto ("Loaded Cabinet MRC"). Further, Customer will be entitled to an additional Service credit equal to 1/3oth of Loaded Cabinet MRC for the affected Loaded Cabinet for every full hour of Unavailability beyond the Redundant Power SLA Threshold. Non-Redundant Power at 99.99+% availability. This is met by achieving less than fifty two (52) minutes of Unavailability over a twelve (12) month period ("Non-Redundant Power SLA Threshold") per cabinet. For the purposes of this paragraph, a Non-Redundant Power Service is considered Unavailable when a functioning cabinet is powered by one (1) power circuit, and the power circuit experiences an Interruption In electrical power such that the cabinet experiences an interruption in electrical power. Subject to Section 4, if Unavailability exceeds the Non-Redundant Power SLA Threshold, Customer will be entitled to a Service credit equal to 1/3oth of the Loaded Cabinet MRC for the affected Loaded Cabinet. Further, Customer wlll be entitled to an additional Service credit equal to 1/30th of Loaded Cabinet MRC for the affected Loaded Cabinet for every full hour of Unavailability beyond the Non-Redundant Power.SLA Threshold. 2. LICENSED SPACE ENVIRONMENTAL SERVICES Temperature at 99.99+% availability. This Is met by achieving less than fifty two (52) minutes of Unavailability over a twelve (12) month period ("Temperature SLA Threshold") per cabinet. For the purposes of this paragraph, temperature is considered Unavailable when the temperature drops below 64.4 F (18 C) or exceeds 80.6 F (27 C). Subject to Section 4rif Unavallability exceeds the Temperature SLA Threshold, Customer will be entitled to a Service credit equal to 1/30th of the Loaded Cabinet MRC for the affected Loaded Cabinet. Further, Customer wlll be entitled to an additional Service credit equal to 1/3oth of Loaded Cabinet MRC for the affected Loaded Cabinet for every full hour of Unavailability beyond the Temperature SLA Threshold. Humidity at 99.99+% availability. This Is met by achieving less than fifty two (52) minutes of Unavailability over a twelve (12) month period ("Humidity SLA Threshold") per cabinet. For the purposes of this paragraph, Humidity is considered Unavailable when the humidity drops below twenty five percent (25%) or exceeds sixty-five percent (65%). Subject to Section 4, if Humidity Unavailability exceeds the Humidity SLA Threshold, Customer will be entitled to a Service credit equal to 1/3oth of the MRC for the affected Loaded Cabinet. Further, Customer will be entitled to an additional Service credit equal to 1/30th. of Loaded. Cabinet MRC for the affected Loaded Cabinet for every full hour of Unavailability beyond the Humidity SLA Threshold. 3. CROSS-CONNECT Cross Connect service at 99.99+% availability. This is met by achieving Jess than fifty two (52) minutes of Unavailability over a twelve (12) month period ("Cross-Connect SLA Threshold") per Cross-Connect. A Cross-Connect is considered Unavailable when the passive physical media that Equln0c uses for the Cross-Connects fails and the endpoints of the Cross~Connect are not able to maintain a communication connection due to the failure of the physical media. Subject to Section 4, if Cross-Connect Unavailability exceeds the Cross-Connect SLA Threshold, Customer wlll be entitled to a Service credit equal to the MRC for the affected Cross-Connect. 4. GENERAL Notwithstanding anything to the contrary in this Attachment or the Agreement the following provisions apply to all Services: . The Service credits set forth in this Attachment are Customer's sole and exclusive remedy if Equinlx fails to me~t the service level thresholds stated herein, and in any calendar .month the maximum Service credit to which Customer shall be entitled for any Service will not exceed the MRC for such Service. All periods of Unavailability must be verified by Equlnix, and approved credits wlll be applied by Equlnlx to the invoice for the month following the month in which the credit was approved. The period of Unavailability Is measured from Customer's notification to Equinlx of the incident to the time the Unavailability has been remedied as confirmed by Equlnlx. For avoidance of doubt, Equinix measures Temperature and Humidity Unavailability between three (3) and five (5) feet from the floor and no closer than twelve (12) Inches from the cool air Intake side of a cabinet. Customer shall not be entitled to a Service credit If the event or condition that would have otherwise given rise to 'the credit was caused by any of the following: acts of God, war or acts of terrorism, labor strikes or other labor action, fire, flood, earthquake, landslide, earth movement, hurricane, typhoon, tsunami, volcanic eruption or other natural disaster, riot or civil unrest, official orders from judicial, Jaw or civil authorities, scheduled maintenance windows, Customer's equipment, actions or inactions of Customer or its representatives, actions or inactions outside of Equinlx's reasonable control; or if Customer does not request a credit from Equinlx in ..... .,tho oppmp-"°""by oomact "'"'"' below with'" '""'" (7) day& aftor tho '""~'" '"'""' Customor to a """' "" boon ~modled. : , /. · .. : .. )inlx GTC · Equinix Proprietary and Confidential Page 6 of 7 November 1, 2012 UNITED STATES: unless otherwise designated by Equinix, the Service Desk -North America can be reached 1) via email to support@equlnix.com; 2) via telephone 1 866 EQUINIX {+1.866.378.4649) or 3) via website http://ecc.eguinix.com. EUROPE: unless otherwise designated by Equinix, the Equinlx Service Desks can be reached as follows: ·COUNTRY TELEPHONE United Kin dom +44 0 845 373 2999 France +33 1 55 87 22 00 German Switzerland -ZOrich +41 Switzerland -Geneva +41 The Netherlands +31 0 202050777 ASIA-PACIFIC: Equinix Asia-Pacific Network Operations Center can be reached 1) via email to ap-noc@ap.egulnix.com; 2) via telephone +65.6723.8833. Signature: Email: raveen.maan@cityofpaloalto.org ·11·,.···~.: '·" . ··. , .. ·:·:~ •. : ... ,:.:in~GTC Equlnlx Proprietary and Confidentlal Page7of7 November 1, 2012 • ATTACHMENT B Standard Order (SO) Templ11te Terms and Conditions introduction Thia licensed Space and Service Order (the "Order") is between .Equinix: Operatiilg Co .• Inc. oi-EqniniX, Inc., if the Order is for LiCft!Sed Space or Services delivered in Equioix's Newark or Secaucuil mx Centers (in any case, HEquinh"). llid the ~ustomer entity executing this dooumelli ("CustomeF"), who wishes to order the products andfor savieea set furth ab1>Ve (each. pmduct and service a "Service"). This Orc!M shall be -Of no fbrce or effect unleu (a) it it executed by both Patties, and (b) the Part:iea have entered into a Master Cmmlxy Agreement \MCA j · (defined below) (under which this Order is executed) that is currently in effect as of the Order Effective Date (defined below). This Order it governed by and incorpOJBted by referem:e into the applicabte MCA. Customer agrees. that it shall be bound by the tr.ems and oondilions contained in the Eqninix lBX Center Policies, which can lie fouod at www,egpjnix.com[WxpoliciJ!s. If the entity set furth above ("Equinb:: ProvideF") is not currently e. Plll1y to~ MCA. notwilhatanding anything in the MCA to the contrary, the Parties agree that the execution of the Order will automatically (ie., without further · action by either Party) result in the ·.Equinix Provider becoming, as of the Order Effective Date, a Party to the MCA (such that all references to Equinix under the MCA, including, without limitation, references to limitation of liability and :indemnification, w.ill be deemed to include the Equinix. Provider. as well as any affiliates ofEquinix that were already Patties to the MCA). Service Tel'm This Order shall commence on the .Order Effective Date. The Initial Tenn will .commence on the Billing Commencement Date and will terminate at the end of the month in which the Initial Term expms.. For example, if the Billing Commencement Date is March s. 2012, and the Initial Tenn is tluee (3) years then the Order will terminate on March 31. 2015. Far additional Licensed Space and Services .installed in the Cage, the term will be C011.cwrent with the ten.ll of this Order, and such Services will be incorporated by reference intb and governed by the terms and conditions of this Order. · After the Initial Tenn, the tenn wili automatically renew for additional terms of one (1) year each, unless either Party provide& written tenni11atfon nofilication to the other Patty at least ninety 1,90) dll)'$ prior to the end of the then-<:wTimt term. in which event this Order will terminate at the end ofthe11""'mmnt fetm. NotwithStanding anything in this Order or the MCA to the con~uy. iftlie MCA has a date-certain expiration date or if eithft" Party notifies the other that it intends not to tenew the MCA pmsuant to the tenns then!to, then this Ord11t will remain in eft'ilct after the MCA expiles and all of the terms and oomlifions of·1he MCA (inc11iding all limitatioo of liability and indemiii:fic;ation provisiom) will continue to apply to ibis Order awl all Licensecl Space and Sendces 'Olltil th.is Order expires or terminates at the end ot'the then-cuaent. tenn . ••••• Customei's obligation to pay the MRC and. NRC for each Service set tbrth herein shall begin on the Biltiog Commencement Date. All invoices will be paid in U.S. Dotlars (or the local currency equivalent as indicated). standard Order_FtNAL_022213 Pagelof3 Notwitbstauding anything in this Older to the confnlly, after the first twelve (12) months of the Initia11'e1m and for · every twelve (12) months theceafter, Equiuix will .change the Fees fur all licensed Space and Services at a rate not to exceed five per-0ent (5%) per year. However, ifEquinbt's dire'1t e1ectricaJ supply eo&ts inctease by moi-e than fiw percent. (5%) per year, Eqmmx will inctease Customer':s Fees for electrical power by such increased cost . .. Prices shown above do not include any Taxes, surcharges and shipping charges., which are the responsibility of the Customer. UJlless ofher:wise specified in the Agreement, if Customer wishes to dispute any charge billed to Cust.omer by Equinix ("Disputed Amount''), Customer ~ submit a good faith. claim regarding the Disputed Amount with docmnentation as may masonably be -required to support the claim within ninety (90) days of receipt of the initial invoice sent by Equinix regarding the Dispuled Amount. If Customer does not submit a docummted claim within riinety (90) days of receipt of the initial invoice sent by ~ reprding wch:Diaputed Amomit, notwithstanding anything in. this Order to the c:oDtmy. Customer ~ives all right& to dispute the Dispµted Amount; and Cos~ wilives all rights to :file a claim. thereafter of 1111}' kind rela~ lo mch DilP,Uted Amoun~ (amJ .Customer also waives all ri,ghfl to ofhenvise claim that it. does not Owe such Disputed Amount or to seek any set-oft'& or reimbUJ!~ts or othec amounts of any kind based upao. or relating fo such Disputed Amount). If the MCA includes a provision that specifically d'escribes.1he processes relating to Customm's abilit}r to dispnte billed charges, then this paragraph will be of :no fome and effect Poiver Limitations ,,., ..... Customer .may not draw more' than 1he kVA am.o1111t aet forth above (the ".Power Capn). If the power draw exceeds the Powei· Cap, Equinix may provide written netification to Customer and/or require Customer to 1-educe 1he po\ver draw to the Power Cap withln 72 hours. IfCmtomer does not resolve the sitnauon with a mutnally agreeable· plan, EquiniK may suspend Customer's power until the power chaw is equal to or Jen than the Power Cap. Alternatively, the Parties may agree to amend the Order to increase the Power Cap. · DefinitiollS Billing Commencement Date: For each Liceosed Space 1111d Service,. the date the Licensed Space is· aclually ,provided or the date on which the Services are actually delivered to Customer. . . Cage: The cage in the mx Center in which the Licensed Space is provided and the Services are delivered. by Eqnioix. H the cage is 11 shsrecl cage, "Cage" will refer to the eabinets in the shared cage that. are licensed by Customer. . mx Center: The Intemational Bus~n Exchange Center (formerly lntemet Business Exchange Center) ideotified atthe top of this Order. Initial Term: Thhty-sbt (36) month$. MRC: Mon1hly recuning charges. MCA: The.Master Country Agreement (or the document wllh a similar tbm:tion if no document entitled Master Countty Agreement has been signed by the Parties, ecg:. "MSA'') between Customer and Equinix, or one if its subsidimies ifEquiuixis siot a signatoiy, that remains in. effect during the feml of the Order. · NRC: Non-:recurriDg charges. Oa'der EffecoVe Date: The date this Order is signed by both Parties. W.b.eie thll Order is signed on different datell by Equinix and the Cosromer. the latter dste oflligaatum shall be lhe Order Bmctive Date. · Standard Order_FINAL_022213 Sign Sending Instructions 1) Pax. a signed ,copy ofthil Otderto (oSO) 618-.1857, or 2) Email to incolllingdocs@egujnix.com. (IfthsjilB mer is largBr tl1an lOmb, please sepamlrl i11to multiple documents.or zipftlss.) Conclgsfoa While Equiuh is under no obligation to execute this 01'del·, -Customer acknowledges that Equinb: may refuse t0< execute this. Order if Customer delivers it to Equinix after the "Valid Until"' date set fodh above. Please sign and return an 1·ef&renced llhibits, addenda aml/or.policy documents \'Ii.th this Order • .Failure to di> sG may rMUlt in a delay in p1·ocessing. Signature:· Stgn•ture: Email: raveen.maan@cityofpaloalto.org Emall: hcaparro@equlnlx.rom Standard Order_FINAL_022213 Page3of3 Fiber Optic infrastructure space services by Equinix LLC, (owner) at the Palo Alto Internet Exchange (PAIX), allowing increased customer capacity for the Fiber Optic Utility. The CPAU Fiber Optic Utility needs to increase its physical access to current and planned leased rack space at PAIX to provide adequate connectivity and capacity for future Fiber Optic customers. Certain infrastructure space service are required to permit this expansion. This contract will add three additional equipment racks (totaling seven) and is projected to meet CPAU capacity needs at PAIX for several years. Sole Source. For CPAU, PAIX on Bryant Street in downtown Palo Alto is the only internet data switching center available to CPAU without constructing miles of multiple underground conduits through several municipal jurisdictions to connect with the next-closest internet data switching center in Santa Clara. Such construction would be prohibitively expensive, be significantly less secure than the current Palo Alto location, and pose extremely difficult connectivity to individual customers back in Palo Alto. It would also increase the possibility of remote construction work severing the CPAU fibers. The staffing and/or contracting requirements needed to maintain and repair such remote facilities would negatively impact the profitability of the CPAU Fiber Optic Utility. From 1996 to mid-2013, CPAU was been able to handle fiber optic customer requirements at PAIX using three equipment racks. A fourth rack was leased in August 2013, increasing annual lease expenses for the four racks to $47,100. PAIX (Equinix SV8) is the termination point for the CPAU Fiber Optic Utility “backbone” and is the interconnection point between CPAU Fiber Optic customers and their ISP of choice. CPAU leases “rack space” at PAIX where Fiber Optic customer telecommunications transition from CPAU hardware to their ISP’s hardware. PAIX performance has been exemplary with no down time. ATTACHMENT C Annual, or Multiyear (Five Year maximum, annual budget approval by Council) Annual PAIX lease expense for the current four racks total $47,100. Annual lease expense for the additional three racks is $37,800. New annual lease total is $84,900. Unforeseen increases in annual lease expenses at PAIX (mitigated by a multiyear contract). Increases in required rack space due to unanticipated customer growth in commercial fiber optic leasing. ATTACHMENT D Estimated cost for FY 14 - 15 FY 14- 15 Proposed lease of Rack # 705 Rack # 706 Rack # 707 Rack # 708 Existing 3 Additonal Total $/mo $/mo $/mo $/mo inner-duct- $/mo inner-duct- $/mo $ Jul 975 975 975 1,000 0 3,150 7,075 Aug 975 975 975 1,000 0 3,150 7,075 Sep 975 975 975 1,000 0 3,150 7,075 Oct 975 975 975 1,000 0 3,150 7,075 Nov 975 975 975 1,000 0 3,150 7,075 Dec 975 975 975 1,000 0 3,150 7,075 Jan 975 975 975 1,000 0 3,150 7,075 Feb 975 975 975 1,000 0 3,150 7,075 Mar 975 975 975 1,000 0 3,150 7,075 Apr 975 975 975 1,000 0 3,150 7,075 May 975 975 975 1,000 0 3,150 7,075 Jun 975 975 975 1,000 0 3,150 7,075 $11,700 $11,700 $11,700 $12,000 $0 $37,800 $84,900 City of Palo Alto (ID # 5034) City Council Staff Report Report Type: Consent Calendar Meeting Date: 8/18/2014 City of Palo Alto Page 1 Summary Title: Adoption of BAO with KEMA Services Inc. Title: Adoption of a Budget Amendment Ordinance in the Amount of $233,030 for Development of Sustainability and Climate Action Plan (S/CAP) From: City Manager Lead Department: City Manager Recommended Motion Staff recommends that Council adopt a Budget Amendment Ordinance in the amount of $233,030 for the development of the Sustainability and Climate Action Plan. Discussion On August 11, 2014, the City Council approved a contract with KEMA Services Inc., a part of DNV GL, in the amount of $211,845 plus a ten percent contingency of $21,185 for a total cost of $233,030, for the development of a new Sustainability and Climate Action Plan (S/CAP) (see Attachment A for the staff report). Staff inadvertently did not include the terms ‘Budget Amendment Ordinance’ in the title of the report that came before City Council on August 11, 2014. Therefore staff is bringing forward the Budget Amendment Ordinance (Attachment B). Pertinent sections of the August 11 staff report such as policy implication, resource impact and environmental review sections are repeated below. Policy Implications This policy will advance the Council priorities of Environmental Sustainability. Resource Impact The full cost of this project, $233,030 ($211,845 contractual costs plus a ten percent contingency of $21,185) will be allocated in the General Fund to the Office of Sustainability through the increase of Contractual Services expenditures. This project by its nature is strategic and cross-cutting. A few of its elements address specific departments and funds, but the project will touch much of the City and the specific impact on departments and funds ultimately will not be known until the work is well underway. For this reason, an allocation of costs for this project has been developed to reflect the scale, scale of impact, and estimated scale of City of Palo Alto Page 2 involvement of each department in the project scope. Costs for departments with multiple funds have been allocated evenly across the funds. Costs related to the General Fund departments will cover 59% of the project, and they will be allocated to the Office of Sustainability through a reduction to the General Fund Budget Stabilization Reserve of $137,490. See the table below for the cost allocation from each General Fund department. City of Palo Alto Page 3 Department Percentage Contract Contingency Total Planning and Community Environment 15% $ 31,775 $ 3,178 $ 34,953 Development Services 10% $ 21,185 $ 2,119 $ 23,304 Community Services 10% $ 21,185 $ 2,119 $ 23,304 Administrative Services 10% $ 21,185 $ 2,119 $ 23,304 City Manager's Office 10% $ 21,185 $ 2,119 $ 23,304 Public Works 4% $ 8,475 $ 846 $ 9,321 TOTAL 59% $ 124,990 $ 12,500 $ 137,490 Costs for the Public Works and Utilities Departments from funds other than the General Fund will cover 41% of the project, and they will be allocated to the Office of Sustainability through increased Transfers to the General Fund, and corresponding reductions to Reserves/Ending Fund Balance in the various funds. See the table below for the cost allocation from each non- General Fund department. Department/Fund Percentage Contract Contingency Total Utilities Electric Fund 10% $ 21,148 $ 2,118 $ 23,302 Gas Fund 5% $ 10,592 $ 1,059 $ 11,651 Wastewater Collection Fund 5% $ 10,592 $ 1,059 $ 11,651 Water Fund 5% $ 10,592 $ 1,059 $ 11,651 TOTAL 25% $ 52,960 $ 5,295 $ 58,255 Public Works Refuse Fund 4% $ 8,473 $ 847 $ 9,320 Storm Drain Fund 4% $ 8,474 $ 847 $ 9,321 Wastewater Treatment Fund 4% $ 8,474 $ 848 $ 9,322 Vehicle Fund 4% $ 8,474 $ 848 $ 9,322 TOTAL 16% $ 33,895 $ 3,390 $ 37,285 Environmental Review Approval of this contract is not a project requiring review under the California Environmental Quality Act (CEQA). Adoption of the S/CAP will require environmental review, and staff is planning to use the Comprehensive Plan Update EIR as the vehicle for that review to the extent City of Palo Alto Page 4 feasible. If there are programs or impacts of the S/CAP that are not considered in the Comprehensive Plan EIR, or are not considered at an appropriate level of detail, some subsequent or separate environmental review will be conducted prior to S/CAP adoption (potentially “tiering” from the Comprehensive Plan EIR). Attachments: Attachment A - Staff Report 4996 (PDF) Attachment B - Budget Amendment Ordinance (PDF) City of Palo Alto (ID # 4996) City Council Staff Report Report Type: Consent Calendar Meeting Date: 8/11/2014 City of Palo Alto Page 1 Summary Title: Contract for Sustainability and Climate Action Plan (S/CAP) Title: Approval of a Contract with KEMA Services Inc. in the Amount of $233,030 for Development of Sustainability and Climate Action Plan (S/CAP) From: City Manager Lead Department: City Manager Recommendation Staff recommends that Council authorize the City Manager or designee to approve and execute a contract with KEMA Services Inc., a part of DNV GL, in the amount of $211,845 plus a ten percent contingency of $21,185 for a total cost of $233,030, for the development of a new Sustainability and Climate Action Plan (S/CAP) and approve a Budget Amendment Ordinance to fund the contract. Executive Summary Pursuant to Council direction, Staff has selected a consultant to assist the City in updating the 2007 Climate Action Plan, a project that will include developing three aggressive greenhouse gas (GHG) reduction scenarios, each representing a different possible target for emission reductions. The scenarios will delineate the actions that will be required to achieve these targets; address other Sustainability concerns besides GHG emissions; and coordinate the S/CAP effort with the Comprehensive Plan update. Staff recommends that Council approve this contract in the amount of $211,845 plus a ten percent contingency of $21,185 for a total cost of $233,030, with work to be completed by June 30, 2015. Background As previously discussed with Council (at the Earth Day study session, April 21, 2014), new circumstances, new technologies, plus a rising bar of new initiatives from cities around the country, call for a new climate action plan--and one that addresses other sustainability concerns as well. In addition, the City has the opportunity, or perhaps the need, to align the climate plan with its comprehensive plan update process currently underway. In 2007, the City prepared a climate protection plan which specified goals for GHG emission reduction and set forth several hundred measures to address those goals. Since that time, the City has exceeded those goals, set new goals and exceeded them. City+Community emissions City of Palo Alto Page 2 now stand an estimated 34% below 1990 levels, and estimated 29% below 2005 levels. These are impressive accomplishments, but still a long way from the 80% by 2050 that the State of California has targeted and the even steeper reductions that the global climate crisis will require. Discussion Staff discussed provisional plans for the S/CAP with Council at the Earth Day study session, April 21, 2014: Q2/14: Climate Action Plan RFP Q3-Q4/14: Engage consultant Q1/15-Q2/15: Develop CAP Q2/15: Draft CAP for Council review. Staff did not include the S/CAP in the FY 2015 budget, but planned to come back to Council after conducting a competitive solicitation. Staff issued the RFP for the S/CAP on June 2, 2014. A multi-departmental evaluation panel unanimously recommended DNV GL from a strong field of potential consultants on July 17, 2014. Staff issued a Notice of Award on July 18, 2014 and has negotiated the attached contract. The RFP was intentionally both challenging in the scope it proposed and flexible in how it invited consultants to explore innovative and integrative strategies, rather than the proscriptive responses that most RFPs seek. Consultants will: o Develop strategies for three different greenhouse gas reduction scenarios: 80% by 2050, 80% by 2030, and 100% ("carbon-free") by 2025, in each case delineating the technical, financial, policy and behavioral changes that will be required to achieve those goals, so that Council and the community will have a grounded basis for choosing how to move forward; o Address other sustainability concerns besides greenhouse gas emissions, including transportation, water, climate risk and adaptation and financing strategies; o Recommend improvements in City policies, programs and processes; o Recommend actions for Community; o Engage Staff and Community in the development of the plan; o Coordinate the S/CAP effort with the Comprehensive Plan update process, to ensure alignment for content and synchronization with the environmental impact report (EIR) process to the extent feasible (see below); o Deliver high level visual roadmaps, a detailed implementation plan, a summary presentation and an accessible “coffee table” briefing book. Staff selected the DNV team led by Karl van Orsdol (with partners ESA, Nelson\Nygard and MIG) because of the strength of the team, their specific experience in the work required, their grasp of Palo Alto’s vision, and the merits of their proposal and plan, including their proposal to deliver several suggested optional scope elements. Staff has accepted several of these optional elements, and has worked with DNV to incorporate them into the consolidated contract scope presented here for your approval. The contract totals $211,845 plus a ten percent contingency of $21,185 for a total cost of $233,030. City of Palo Alto Page 3 (The cost of Climate Action Plans varies widely. For reference: San Mateo County and City Governments C/CAG, $300,000; City of New York, $1 million; Watsonville, $185,000; Riverside, $195,000; Mountain View, $311,000; Pleasanton, $345,000; Richmond (VA) $153,000, Santa Clara County cities ~$60,000 each (multiple cities under a single contract.) Timeline Staff has pursued an accelerated path, both for the proposal process and for the S/CAP development process, for several reasons. 1. To synchronize as much as possible with the development of the Comprehensive Plan, already underway, so that these plans can be as consistent as possible, and so the city does not inadvertently make decisions that could hinder future sustainability initiatives. 2. To ensure that the Comprehensive Plan environmental impact report (EIR) considers potential impacts of the principal greenhouse gas emission reduction strategies that are likely to be included in the S/CAP, minimizing the need for separate or subsequent environmental review. 3. To provide the clear strategy and common narrative needed to strengthen our mix of strong and flagging efforts, and prevent things from falling between the cracks. 4. To be responsive to Council comments at the April 21 study session, at which staff's suggested timeline of a climate plan draft by the end of Q2 2015 was met with several Council Members asking "can't we get this any sooner?" 5. The clock is ticking. Staff will work with the consultants to produce initial draft scenarios within 30 days of Notice to Proceed, and will provide these to the Planning and Community Environment Department in early September to inform the Comprehensive Plan and for incorporation into the planned EIR to the extent feasible. The S/CAP team will maintain active dialog with the CompPlan team as the scenarios are further developed and alternative implementation plans are developed and analyzed, including consideration of the likely effectiveness of those strategies in light of their costs (political, financial, social) and impacts (if any). In response to Council’s request on April 21 for an accelerated process, Staff expects to have a draft S/CAP ready for Council review in January 2015. Subsequently Staff will return to Council for approval of proposed follow on work for Q4/FY15 related to implementation, community engagement and further analysis if needed), as well as with proposed plans for FY16. Staff recognizes that the S/CAP will raise issues as well as resolve them, and expects that the S/CAP will generate ongoing discussion among City staff, with Council, and in the Community. Staff will actively seek Community input in the development of the S/CAP. Ultimately, Council and Community will need to decide whether or not to adopt the S/CAP, and which scenario, and goals to select and pursue. Identification of specific issues of concern will be the actual work of the S/CAP, and premature to identify in greater detail here. City of Palo Alto Page 4 Policy Implications This policy will advance the Council priorities of Environmental Sustainability. Resource Impact The full cost of this project, $233,030 ($211,845 contractual costs plus a ten percent contingency of $21,185) will be allocated in the General Fund to the Office of Sustainability through the increase of Contractual Services expenditures. This project by its nature is strategic and cross-cutting. A few of its elements address specific departments and funds, but the project will touch much of the City and the specific impact on departments and funds ultimately will not be known until the work is well underway. For this reason, an allocation of costs for this project has been developed to reflect the scale, scale of impact, and estimated scale of involvement of each department in the project scope. Costs for departments with multiple funds have been allocated evenly across the funds. Costs related to the General Fund departments will cover 59% of the project, and they will be allocated to the Office of Sustainability through a reduction to the General Fund Budget Stabilization Reserve of $137,490. See the table below for the cost allocation from each General Fund department. City of Palo Alto Page 5 Department Percentage Contract Contingency Total Planning and Community Environment 15% $ 31,775 $ 3,178 $ 34,953 Development Services 10% $ 21,185 $ 2,119 $ 23,304 Community Services 10% $ 21,185 $ 2,119 $ 23,304 Administrative Services 10% $ 21,185 $ 2,119 $ 23,304 City Manager's Office 10% $ 21,185 $ 2,119 $ 23,304 Public Works 4% $ 8,475 $ 846 $ 9,321 TOTAL 59% $ 124,990 $ 12,500 $ 137,490 Costs for the Public Works and Utilities Departments from funds other than the General Fund will cover 41% of the project, and they will be allocated to the Office of Sustainability through increased Transfers to the General Fund, and corresponding reductions to Reserves/Ending Fund Balance in the various funds. See the table below for the cost allocation from each non- General Fund department. Department/Fund Percentage Contract Contingency Total Utilities Electric Fund 10% $ 21,148 $ 2,118 $ 23,302 Gas Fund 5% $ 10,592 $ 1,059 $ 11,651 Wastewater Collection Fund 5% $ 10,592 $ 1,059 $ 11,651 Water Fund 5% $ 10,592 $ 1,059 $ 11,651 TOTAL 25% $ 52,960 $ 5,295 $ 58,255 Public Works Refuse Fund 4% $ 8,473 $ 847 $ 9,320 Storm Drain Fund 4% $ 8,474 $ 847 $ 9,321 Wastewater Treatment Fund 4% $ 8,474 $ 848 $ 9,322 Vehicle Fund 4% $ 8,474 $ 848 $ 9,322 TOTAL 16% $ 33,895 $ 3,390 $ 37,285 Environmental Review Approval of this contract is not a project requiring review under the California Environmental Quality Act (CEQA). Adoption of the S/CAP will require environmental review, and staff is planning to use the Comprehensive Plan Update EIR as the vehicle for that review to the extent City of Palo Alto Page 6 feasible. If there are programs or impacts of the S/CAP that are not considered in the Comprehensive Plan EIR, or are not considered at an appropriate level of detail, some subsequent or separate environmental review will be conducted prior to S/CAP adoption (potentially “tiering” from the Comprehensive Plan EIR). Attachments: Attachment 1: Palo Alto S/CAP Contract (PDF) Attachment 2: DNV & Partners Background (PDF) Attachment 3: BAO - Sustainability and Climate Action Plan (DOC) Professional Services Rev. Feb. 2014 (USE FOR PROFESSIONAL SERVICES (DESIGN and NON-DESIGN) CITY OF PALO ALTO CONTRACT NO. AGREEMENT BETWEEN THE CITY OF PALO ALTO AND KEMA SERVICES INC. FOR PROFESSIONAL SERVICES This Agreement is entered into on this 29th day of July, 2014, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and KEMA Services Inc., a part of the DNV GL family of companies (formerly DNV KEMA Energy & Sustainability), located at 155 Grand Ave., Suite 500, Oakland, CA, 94612 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to develop a Sustainability and Climate Action Plan (S/CAP) (“Project”) and desires to engage a consultant to provide services in connection with the Project (“Services”). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit “A” in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. Optional On-Call Provision (This provision only applies if checked and only applies to on- call agreements.) 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-1. Each Task Order shall designate a City Project Manager and shall contain a specific scope of work, a specific schedule of performance and a specific compensation amount. The total price of all Task Orders issued under this Agreement shall not exceed the amount of Compensation set forth in Section 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. Feb. 2014 S:\MGR\Danille\DNV SCAP Contract FINAL(3).docx SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through 06/30/2015 unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A”, including both payment for professional services and reimbursable expenses, shall not exceed Two Hundred Eleven Thousand Eight Hundred Forty Five Dollars ($211,845). In the event Additional Services are authorized, the total compensation for Services, Additional Services and reimbursable expense shall not exceed Two Hundred Thirty Three Thousand Twenty Nine Dollars and Fifty Cents ($233,029.50). In the event Additional Services are authorized, the total compensation for Services, Additional Services and reimbursable expense shall not exceed Two Hundred Thirty Three Thousand Twenty Nine Dollars and Fifty Cents ($233,029.50). 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. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. 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 Project, but which is not included within the Scope of Services described in Exhibit “A”. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including 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 “C- 1”). 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 technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and Professional Services Rev. Feb. 2014 S:\MGR\Danille\DNV SCAP Contract FINAL(3).docx 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 standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. For a period of 1 year after completion of the work, 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 written notice to CONSULTANT. If CONSULTANT 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. The foregoing warranty is in lieu of all other warranties and conditions express or implied including, but not limited to, the warranties of merchantability and fitness for a particular purpose. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds ten percent (10%) of the CITY’s stated construction budget, CONSULTANT shall make recommendations to the CITY for aligning the PROJECT design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. 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. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. Professional Services Rev. Feb. 2014 S:\MGR\Danille\DNV SCAP Contract FINAL(3).docx SECTION 12. SUBCONTRACTING. Option A: No Subcontractor: 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. Option B: Subcontracts Authorized: Notwithstanding Section 11 above, CITY agrees that subconsultants may be used to complete the Services. The subconsultants authorized by CITY to perform work on this Project are: ESA MIG Nelson\Nygard CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. 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 MANAGEMENT. CONSULTANT will assign Betty Seto as the S/CAP Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and Karl van Orsdol as the project Sponsor to represent CONSULTANT during 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 of the Project or a threat to the safety of persons or property. The City’s project manager is Gil Friend, City Manager’s Department, Sustainability Division, 250 Hamilton Ave., Palo Alto, CA 94303, Telephone: 650-329-2447. 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 MATERIALS. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, 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. Professional Services Rev. Feb. 2014 S:\MGR\Danille\DNV SCAP Contract FINAL(3).docx Notwithstanding the above, CONSULTANT shall retain and may use the general knowledge acquired as a result of its creation of the work product or the performance of services hereunder, for its general reference, enhancement of its technical capabilities, and for other purposes. All information and material which is owned by CONSULTANT and used by CONSULTANT in the performance of the Agreement shall remain the exclusive property of CONSULTANT whether or not such information or material was incorporated in or used to produce any of the work products delivered under this Agreement. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this 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 least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. [Option A applies to the following design professionals pursuant to Civil Code Section 2782.8: architects; landscape architects; registered professional engineers and licensed professional land surveyors.] 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all third party demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any matter related to CONSULTANTS negligence or willful misconduct in the performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. [Option B applies to any consultant who does not qualify as a design professional as defined in Civil Code Section 2782.8.] 16.1. To the fullest extent permitted by law, CONSULTANT shall 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 nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any matter related to CONSULTANTS negligence or willful misconduct in the performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the negligence or willful misconduct of an Indemnified Party. Professional Services Rev. Feb. 2014 S:\MGR\Danille\DNV SCAP Contract FINAL(3).docx 16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, 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 term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, 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 term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Purchasing Manager during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT's liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. Professional Services Rev. Feb. 2014 S:\MGR\Danille\DNV SCAP Contract FINAL(3).docx SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate 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 termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 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 a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above Professional Services Rev. Feb. 2014 S:\MGR\Danille\DNV SCAP Contract FINAL(3).docx 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 performance of the Services. 21.2. CONSULTANT further covenants that, in the performance 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 be 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 determines that CONSULTANT is a “Consultant” as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. 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 REQUIREMENTS. CONSULTANT shall comply with the City’s Environmentally Preferred Purchasing policies which are available at the City’s Purchasing Department, incorporated by reference and may be 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 best practices include first minimizing and reducing waste; second, reusing waste and third, recycling or composting waste. In particular, Consultant shall comply with the following zero waste requirements: All printed materials provided by Consultant to City generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by the City’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post- consumer material and printed with vegetable based inks. Goods purchased by Consultant on behalf of the City shall be purchased in accordance with the City’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Office. Reusable/returnable pallets shall be taken back by the Consultant, at no additional Professional Services Rev. Feb. 2014 S:\MGR\Danille\DNV SCAP Contract FINAL(3).docx cost to the City, for reuse or recycling. Consultant shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. NON-APPROPRIATION 24.1. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. The liability of CONSULTANT for any claim whatsoever related to or arising under this Agreement, including any cause of action in contract, tort or strict liability, shall not exceed the total amount of payments previously made to CONSULTANT hereunder, or $300,000, whichever is less. In no event shall either party be liable to the other for any indirect, consequential, exemplary, special, incidental, or punitive damages including, without limitation, lost profits or revenues even if such damages are foreseeable or the damaged party has been advised of the possibility of such damages and regardless of whether any such damages are deemed to result from the failure or inadequacy of any exclusive or other remedy. 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 vested exclusively in the state courts of California 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 document 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 finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. Professional Services Rev. Feb. 2014 S:\MGR\Danille\DNV SCAP Contract FINAL(3).docx 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. 25.8 If, pursuant to this contract with CONSULTANT, City shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City’s express written consent. 25.9 All unchecked boxes do not apply to this agreement. / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / / Professional Services Rev. Feb. 2014 S:\MGR\Danille\DNV SCAP Contract FINAL(3).docx EXHIBIT “A” SCOPE OF SERVICES City of Palo Alto Sustainability/Climate Action Plan (S/CAP) Scope of Work Prepared by KEMA Services, Inc. July 29, 2014 Copyright © 2014, KEMA Services, Inc. This document, and the information contained herein, is the exclusive, confidential and proprietary property of KEMA Services, Inc. and is protected under the trade secret and copyright laws of the United States and other international laws, treaties and conventions. No part of this work may be disclosed to any third party or used, reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopying and recording, or by any information storage or retrieval system, without first receiving the express written permission of KEMA Services, Inc. Except as otherwise noted, all trademarks appearing herein are proprietary to KEMA Services, Inc. Table of Contents KEMA Services, Inc. i June 24, 2014 Work Plan and Approach ......................................................................................................... 1-1 1. 1.1 Project Initiation ............................................................................................................ 1-2 1.2 Task 1: Scoping and Inventory ...................................................................................... 1-3 1.2.1 Subtask 1.1: Background and Best Practices Review ....................................... 1-3 1.2.2 Subtask 1.2: GHG Inventory Data Compilation and Review ........................... 1-6 1.3 Task 2: Transportation .................................................................................................. 1-7 1.3.1 Subtask 2.1: Review Travel Demand Model ..................................................... 1-7 1.3.2 Subtask 2.2: Transportation Analysis ............................................................... 1-8 1.4 Task 3: Scenarios ........................................................................................................... 1-9 1.4.1 Subtask 3.1: Development of Initial Scenarios ............................................... 1-10 1.4.2 Subtask 3.2: Develop Three Modified Scenarios ............................................. 1-11 1.5 Task 4: Implementation Strategies ..............................................................................1-13 1.5.1 Subtask 4.1: Strategy Development and Sequencing ..................................... 1-14 1.5.2 Subtask 4.2: Prepare Detailed Implementation Guidelines for Each Strategy1-14 1.5.3 Subtask 4.3: Overall Implementation Plan for S/CAP .................................... 1-15 1.5.4 Subtask 4.4: Identify Solutions to Streamline the S/CAP Process ................ 1-16 1.6 Task 5: Sustainability Roadmaps ................................................................................. 1-17 1.6.1 Subtask 5.1: Develop Sustainability Roadmaps ............................................. 1-18 1.6.2 Subtask 5.2: Climate Risk, Water and Adaptation Strategies........................ 1-18 1.7 Task 6: Identify Financing Options to Implement Projects ....................................... 1-21 1.8 Task 7: Public Engagement and Feedback ................................................................. 1-21 1.8.1 Subtask 7.1: Public Engagement Plan ............................................................. 1-22 1.8.2 Subtask 7.2: Conduct Outreach Activities ...................................................... 1-22 1.9 Task 8: Coordination with Comprehensive Plan ........................................................ 1-23 1.10 Task 9: Reporting ........................................................................................................ 1-24 1.10.1 Subtask 9.1: Develop Public-Facing Report in Presentation Format ............ 1-24 1.10.2 Subtask 9.2: Develop Booklet ......................................................................... 1-25 1.11 Task 10: Project Planning and Management .............................................................. 1-26 1.11.1 Project Plan and Schedule ............................................................................... 1-26 Summary of Deliverables ...................................................................................................... 2-27 2. Detailed Project Schedule ..................................................................................................... 3-32 3. Project Budget ......................................................................................................................... 4-1 4. ii List of Exhibits Figure 1: Example Graphic Showing Plans Relevant to the CAP (Seattle Climate Action Plan, 2013) ........................................................................................................................................ 1-5 Figure 2: Example of Required Elements and Schedule for Achieving Scenario Goals ............. 1-13 List of Tables Table 1: Examples of Source Documents for Review .................................................................... 1-3 Table 2. List of Project Deliverables by Task and Deliverable Type ........................................... 2-27 Table 3: Summary of Costs ............................................................................................................. 4-1 Table 4: Staff Classifications and Hourly Rates ........................................................................... 4-3 KEMA Services, Inc. 1-1 July 29, 2014 Work Plan and Approach 1. KEMA Services, Inc., a part of the DNV GL family of companies (formerly DNV KEMA Energy & Sustainability), is pleased to present this refined scope of work for the City of Palo Sustainability/Climate Action Plan project (#154740). DNV GL and its collaborating organizations – MIG, ESA, and Nelson\Nygaard – present a comprehensive vision and actionable approach for the City of Palo Alto to continue its leadership in sustainability and climate action planning. The City’s 2007 Climate Action Plan presented a vision for managing sustainability and provided detail programs focusing on city operations with some information related the community as a whole. We envision this 2014 Sustainability/Climate Action Plan (S/CAP) as the catalyst to provide both vision and an actionable plan for the City, its residence, businesses and visitors to achieve extraordinary results. Our approach to the 2014 S/CAP activity is to provide focus on innovation around sustainability, providing the catalyst for the community of Palo Alto while addressing the two leading sources of greenhouse gas emissions – transportation and natural gas use – to drive the City’s emissions to near zero, while promoting a sustainable business community, engaging in smart-grid and smart-city applications and engaging the City’s population. This approach focuses on: Establishing the policy framework to drive intelligent change and catalyze and capitalize on innovation. Designing new or modified government programs and incentives around transportation, energy, and water to: ─ Transform transportation management opportunities, especially with regard to non- commute trips (the largest portion of mobile source emissions) ─ Promote fuel switching from natural gas to clean electricity for heating on either a whole-building or high-usage room basis for residential buildings ─ Expand local energy sources and promote energy independence. ─ Assess the climate risks to the City, its operations and the community. Developing new funding and finance opportunities through public/private partnerships and local venture capital resources. Drive technology and innovation in the energy and transportation space by: ─ Promoting smart-grid opportunities for integrating gas, electricity, cooling, heat, water, and transport and telecommunications infrastructures at the heart of the smart city concept. ─ Engaging with local technology firms to apply leading concepts and approaches in local green technology hubs. Partnering more effectively with the demographically changing population of Palo Alto through innovative outreach programs to incite behavior change and promote community building. 1-2 A central organizing tenant of this S/CAP relates to the Scenario Development (Task 3), Implementation Strategies (Task 4) and the Sustainability Roadmap (Task 5). These three components are especially closely related in that: The Scenarios provide a high level, but grounded, narrative around major sustainability options and what types of energy and emissions savings are required from, for example transportation and buildings in order to achieve the scenario goals. The Implementation Strategies provide the opportunity to explain the specific actions, policies, behaviors, and technology developments requiring implementation in order to achieve the savings outlined in the Scenarios. The Sustainability Roadmap provides a synthesis of actionable options, steps, decision points and paths the City could embark on now, and in the near-term future, towards achieving the chosen scenario. The integration of the Scenario, Implementation and Roadmap tasks represent the core analysis to developing the City’s sustainability vision and pathway. Building upon an assessment of best practices and community input, the project will develop actionable and trackable implementation approaches to help the City to meet its ambitious new goals. Our vision is that the S/CAP provides Palo Alto with the platform to truly transform itself. To provide the vision and action plan to harness the technological capabilities, resident involvement, municipal utilities and capital resources of the business community to create an internationally recognized smart-city innovation hub, linking transportation, energy, intellectual and financial capital, and technology into a net-zero emissions community. The work plan presented below is a refinement of the scope of work described in DNV GL’s Technical Proposal to City of Palo Alto and is based on a subsequent meetings with city staff in July 2014. This work plan provides more detail and clarification on deliverables, project schedule and planned task activities to meet the goals and objectives of the City in creating the S/CAP. 1.1 Project Initiation To begin this project, our team will convene an in-person kick-off meeting with key city staff including the Chief Sustainability Officer and representatives from different departments (e.g., Planning, Community Services, Utilities, etc). The Chief Sustainability Officer will determine the final list of attendees for the kick-off meeting. The purpose of this meeting will be to set the foundation for an ongoing, successful collaboration on the S/CAP project. At the kick-off meeting, we will introduce all team members, define roles and responsibilities, discuss ongoing communications and meetings, and review and confirm the project goals, scope of work, project tasks, schedule, and budget. DNV GL will work with city staff to develop and finalize the meeting KEMA Services, Inc. 1-3 July 29, 2014 agenda. Following the meeting, DNV GL will submit meeting minutes summarizing key discussion topics, next steps and action items. DNV GL will also submit an initial data request for background information needed from City of Palo Alto. Example data may include Excel files of greenhouse gas inventory data, drafts of each element of the Comprehensive Plan, schedule and stakeholder engagement plan for Comprehensive Plan Update, list of City of Palo Alto Utility energy efficiency programs, description of past building reach codes, minutes from Green Team and CEAP meetings, etc. Project Initiation – Process Deliverables: Draft and final agenda for meeting Initial data request Project Initiation – Output Deliverables: Meeting minutes Following, we describe our detailed approach to completing each required element, which we refer to henceforth as Tasks 1 – 10. 1.2 Task 1: Scoping and Inventory The purpose of this task, Task 1 – Scoping and Inventory – is to lay the foundation for a successful update to the S/CAP by conducting background industry best practices research, and reviewing the City of Palo Alto baseline inventory and inventory updates. The results of this analysis will inform the development of new reduction goals and policies and improve the GHG inventory workflow and reporting processes. 1.2.1 Subtask 1.1: Background and Best Practices Review The initial part of this task will be to conduct a general review of a targeted list of state, regional, and local goals, plans and documents that relate to the S/CAP. DNV GL will work closely with City of Palo Alto staff to determine the final list of jurisdictions, background documents and best practices reports for review. Table 1: Examples of Source Documents for Review Type Example Reports or Documents Palo Alto specific Existing Climate Protection Plan (adopted 2007) Annual Climate Protection Plan progress reports City of Palo Alto Utility related planning documents 1-4 Comprehensive Plan Update (draft documents) Local transportation plans Regional and state Silicon Valley 2.0 Sustainability Plan (County of Santa Clara) AB 32 Climate Change Scoping Plan Transportation improvement plans Sustainable Communities Strategy Peer review City of Seattle Climate Action Plan (62% reduction of GHG emissions by 2030) City of Fort Collins (potential goal of carbon neutrality by 2050) C40 Climate Initiative Other leading cities such as San Francisco, PlaNYC, and Helsinki Based on the agreed upon list of documents DNV GL team will review the selected plans and documents deemed to be best-in- class S/CAPs in order to inform the list of potential strategies that could be applicable in Palo Alto. All relevant plans and documents and their relation to the new S/CAP will be summarized in a short memo prepared by DNV GL to identify best practices and key climate action plan strategies for achieving ambitious greenhouse gas reduction targets. Specifically, the team will review municipal case studies from around the world and harvest best practices along multiple axes including policy, technology, behavior and finance aspects. The project team proposes to create a summary graphic similar to the one included in the City of Seattle Climate Action Plan showing the relationship of existing plans and documents to the S/CAP. KEMA Services, Inc. 1-5 July 29, 2014 Figure 1: Example Graphic Showing Plans Relevant to the CAP (Seattle Climate Action Plan, 2013) Source: Seattle Climate Action Plan (http://www.seattle.gov/Documents/Departments/OSE/2013_CAP_20130612.pdf) In the memo, the DNV GL team will also summarize innovative approaches and cutting-edge experiments that could have the potential for large GHG reductions in Palo Alto, across all key sectors. Based on feedback from city staff, our team may create a matrix to organize the innovative ideas that falls into each emissions category and that also fall within each of the three domains previously identified by the City (Resources, Infrastructure, and Behaviors). The DNV GL team will also review the database of existing Palo Alto sustainability programs already underway. At a very high level, we will assess if these programs appear generally sufficient across the emissions categories included in the GHG inventory and use this to inform the development of the Scenario Analysis, Implementation Plan and Sustainability Roadmap. 1-6 Task 1.1 – Process Deliverables: Draft list of reports for review Task 1.1 – Output Deliverables: Seattle-like graphic; Excel workbook of best practices table and comparison of city goals/achievements (with graphical comparison) 1.2.2 Subtask 1.2: GHG Inventory Data Compilation and Review The objectives of the inventory review is to ensure that the Palo Alto community greenhouse gas inventories are compliant with the most recent GHG protocols and provide recommendations for improving the workflow of the reporting processes. The DNV GL team will utilize industry accepted greenhouse gas protocols to conduct an in-depth review of previous inventories for 1990, 2005, 2013, and 2014-to-date. To develop process recommendations, DNV GL will conduct interviews (or corresponding number of meetings) to understand the existing GHG data collection processes and systems in use (e.g., who collects different data points and where does it go, frequency, and software systems). After the inventories are reviewed, DNV GL can assist city staff with entering the existing GHG inventory datasets into one platform. The DNV GL team understands that the City is assessing the use of the SEEC Clear Path California as a key option. DNV GL agrees that SEEC Clear Path California is a logical choice for use by the City, as the tool is free, easily accessible, web-based, and user-friendly. DNV GL assumes that city staff will handle the input of the data, in order that city staff is familiar with the tool and to build capacity in the city for continuous monitoring and tracking of greenhouse gas emissions data. Based on direction from city staff, the DNV GL team will review other relevant tools on the market as well as the SEEC Clear Path California tool. Final recommendations will focus on how to make the GHG inventory data collection process timelier, less labor-intensive, more accurate, and easier to report to different protocols and the public. Task 1.3 – Process Deliverables: Interviews with City staff to understand existing GHG data collection processes Review of GHG inventory tracking database and procedures Task 1.3 – Output Deliverable: Memo summarizing GHG inventory review, including compliance deficiencies (if any), recommendations for improving the GHG inventory and data collection processes KEMA Services, Inc. 1-7 July 29, 2014 (including a data management workflow map) and recommendations related to prioritizing reporting opportunities 1.3 Task 2: Transportation To achieve its goals for GHG emissions reduction, Palo Alto will have to pursue a transportation strategy that not only improves vehicle fuel efficiency and reduces the carbon intensity of transportation, but also shifts a large share of transportation trips away from single-occupant vehicles, and toward transit, walking, bicycling, and carpooling. Many of the transportation investments and land use changes needed to achieve the City’s objectives can be made cost-effectively, and in ways that will also help Palo Alto toward other community goals for livability, mobility, access, safety, and economic development. However, achieving these changes with available resources will require careful prioritization of the most effective and efficient strategies, as well as careful attention to the interests of stakeholders from all sides of the Palo Alto community. The DNV GL team’s approach will be to work with the project team and members of the technical advisory committee to balance technical analysis of strategy effectiveness with considerations related to funding opportunities, political feasibility, and community acceptance. As part of Task 1, the DNV GL team will conduct a review of recent local and regional transportation plans, and programs and policies to define the policy environment for transportation-related climate actions. For City of Palo Alto to meet aggressive new climate action goals, transforming transportation and mobility patterns is one of the key areas for action. In addition to the Task 2 analyses, transformative policies and paradigms related to transportation will be woven into the Task 3 Scenario Analyses and Task 4 Implementation Strategy development. 1.3.1 Subtask 2.1: Review Travel Demand Model Many of the most cost-effective strategies for reducing vehicle trips and vehicle miles traveled— from parking and congestion pricing, and transportation demand management programs, to expanded bicycle and pedestrian facilities and land use regulatory changes—are difficult if not impossible to account for in conventional four-step travel demand models. To inform the team’s assessment of the local context for transportation-related GHG emissions reduction planning, the DNV GL team will review the travel demand model that the City is currently using for its comprehensive planning process (based on model-related information provided by the City) and suggest enhancements. This includes commenting on the limitations/omissions of the model (e.g., related to structure, assumptions, data inputs and outputs) and presenting specific recommendations for adjustments and analytical improvements to provide greater analytical granularity around transportation emissions, and enhance the ability of the city to monitor and 1-8 track emissions reduction potential of transportation and land-use sector strategies. The review and recommendations will address all vehicle trip types, including commute and non-commute trips. Subtask 2.1 Output Deliverable: Recommendations for adjustment to the travel demand model to provide greater analytical capabilities, enhanced granularity of trip categories and sub-categories of transportation emissions, and tracking procedures for monitoring the impact of actions taken to reduce transportation emissions. 1.3.2 Subtask 2.2: Transportation Analysis Based on information from the review of the background documents in Task 1 and review of the City’s travel demand model, the DNV GL team will identify and assess transportation-related GHG emissions reduction potential and strategies deemed to be technically and politically feasible in the City. A range of strategies related to transportation demand management (TDM), expansion of transit, bicycle and pedestrian facilities and services and innovative programs/approaches for transforming the transportation-related paradigm of the community will be considered. Such innovative measures could include concepts such as: Placing a market value on employee’s provided parking places to provide financial incentives beyond public transport subsidies to reduce commute impacts, Redesigning the operational basis for local public transportation services, New transportation service concepts suggested by public outreach, Real-time demand-based transportation services, Restructuring traffic access and flow patterns based on real-time traffic data, Congestion pricing, and Establishment of shared, local, electric mobility solutions at the local or neighborhood level. The DNV GL team will focus on what the City can do related to changing transportation patterns in a game-changing way, including the potential for disruptive technologies to change the future. Where possible, our approach is to work with local data to develop estimates of total potential impacts, as well as cost-effectiveness, for each strategy under consideration. The estimates of potential reduction in vehicle trips and greenhouse gas reductions will be based on information from the professional and academic research on trip generation/reduction impacts. National research may be used where local data are not available or sufficient. For this analysis, local data will include MTC regional travel behavior surveys, the travel demand model currently in use by the City for comprehensive planning, City and State traffic counts, transit ridership counts, and other transportation data. Examples of data generally held by the City, MTC, US Census Bureau and Transit agencies include: KEMA Services, Inc. 1-9 July 29, 2014 Square footage of commercial and residential development accommodated in selected City districts in the most recently adopted City General Plan Distribution (by Transportation Analysis Zone) of residential addresses for commuters to selected Palo Alto census tracts Caltrain, SamTrans and Valley Transportation Authority (VTA) ridership for lines serving Palo Alto Caltrain station access mode share Regional household, employment and travel demand forecasts for Palo Alto (from MTC/ABAG) The trip reduction analysis will be conducted using a version of Nelson/Nygaards Trip Reduction Impact Analysis (TRIA) tool. We will assess GHG emissions reduction impact and associated cost-effectiveness for the highest priority transportation-related actions and strategies. Although the calculation methodology may be fairly conventional, the strategies under consideration will explore the bounds of possibility and include speculative and innovative strategies to transform transportation within the community. The overall intent of this analysis is to provide information on the relative impact and cost- effectiveness of limited set of high-priority transportation actions and strategies to inform the Sustainability Roadmap and Implementation Strategies tasks. Subtask 2.2 Process Deliverable: Assessment of potential reduction in vehicle trips and/or vehicle miles associated with transportation strategies, to be incorporated as part of Task 3 and Task 4. Proposed strategies, policies (to feed scenarios, implementation, roadmap) 1.4 Task 3: Scenarios When it comes to issues as complex and uncertain as climate change, scenario development is a valuable tool for stimulating debate, stretching the imagination, and inspiring action and innovation. The DNV GL team will develop three emissions reduction scenarios to help define the limits of what can be done locally (by the community and the local government), regionally (by the agencies and communities with which the City interacts), and in the wider spheres of policy, economy, and culture to achieve deep reductions in GHG emissions. The scenarios will leverage the string framework for climate action planning that the City has already developed, and aggressively explore the limits of what Palo Alto, as a progressive city and an engine of innovation and global economic growth, can do to achieve deep reductions in GHG emissions. What does success look like, and how can the City help create conditions for that success? 1-10 The scenario analyses provide the high level context around the requirements to meet different potential emissions reduction goals. This context provides the framework for the development of the Implementation Strategies (Task 4) that the City will need to undertake to meet those goals embedded in the Scenarios. 1.4.1 Subtask 3.1: Development of Initial Scenarios The scenarios will be built up from the 2005 baseline community GHG emissions inventory and most recent 2013 community GHG inventory update. Each GHG emissions category (e.g., Scope 1 natural gas use, transportation emissions), etc. will be further disaggregated into more specific source categories. For instance, natural gas usage may be divided into commercial and residential natural gas usage, and transportation emissions into commute and non-commute miles. These pieces form the foundation of the scenario analysis. Three initial scenarios will be developed to explore the following emissions reduction scenarios, and what would be required (e.g., technology, policy, investment, behavior, etc) to achieve them: 80% below 1990 levels by 2050 80% below 1990 levels by 2030 Carbon free by 2025 The scenarios involve five primary components for GHG reductions: policies, government programs, funding and finance, technology, and behavioral change (including purchasing). Each will address the three elements (or levers for action) in the sustainability roadmap: technology and infrastructure, markets and resources, and behavior. The initial scenarios will include assumptions related to each of the five components, such as: 1) Policy Framework a. Create proper incentives for long-term institutional change b. Catalyze and capitalize on innovation 2) Government Programs: Transportation, Energy, Water, and Solid Waste a. Transportation demand management [e.g., non-commute, commute (inbound & outbound) etc.] b. Expanded transportation options [e.g. Electric City (EV deployment & support), Shuttle Service, all modes (pedestrians, bicycles, trip sharing, etc.)] c. Fuel conversion and natural gas to electricity fuel switching (Incentives) d. Carbon negative energy (to off-set transportation emissions) e. Expand local energy sources (energy independence) f. Zero waste and waste-to-energy g. Zero water 3) Availability of Funding and Finance a. Public/Private Partnerships KEMA Services, Inc. 1-11 July 29, 2014 b. Venture Capital c. Grants 4) Technology a. What technologies are available now b. Emerging and potential disruptive technologies and their impacts on the energy and utility infrastructure and operations within the City related to energy storage, EV’s and autonomous vehicles. c. Potential new technologies not yet developed. d. Innovation hubs; green technology hubs e. Partnerships with local technology firms, venture capital resources, and startups. 5) Political support and behavioral change a. Build appetite and motivation for change a. Overcome resistance to change b. Unity; community-building c. Self-sufficiency The initial scenarios will include assumptions related to basic building blocks (e.g. policy framework, funding plans, and social readiness) in place to implement levers for action and required time frames to put in place. Each scenario will have the same basic challenges and components but will be constrained to a greater or lesser degree by time and the City’s ability to take advantage of new information, market transformation, technology, and social readiness. Subtask 3.1 Output Deliverables: Initial mock-up of Excel-based scenario development tool Initial scenario results and list of assumptions, and stories which can demonstrate how Palo Alto can achieve the greenhouse gas reduction targets associated with each scenario. In-person presentation of initial scenario analysis results to Sustainability Board 1.4.2 Subtask 3.2: Develop Three Modified Scenarios Based on the results of the initial three scenarios, the DNV GL team will assess modifications to these three scenarios based on feedback from city staff and community members on the assumptions utilized in the initial scenarios and results of the ongoing Comprehensive Plan Update process. City staff will provide the DNV GL team three alternative emissions reduction targets to be analyzed as part of the modified scenario analysis. DNV GL may use a matrix similar to the figure below, identifying the time scales, key actors, dependencies, and developments that would need to occur over time (related to technology, policy, investment and behavior) in order to achieve the different emissions scenarios out to 2025, 2030 and 2050. The specifics of each of the three alternative scenarios will address all the 1-12 basic building blocks that need to be in place for goal attainment, as well as specific policies, programs, and changes that need to be in place by the target year. The modified scenario analysis will identify how emissions reductions are needed from: Enhancing current City and regional programs to expand emissions reduction potential New actions and strategies, not yet deployed in Palo Alto Key early actions that must be pursued in the near-term to set Palo Alto on a critical path to implement the long-term, high impact strategies necessary to achieve the City’s goals. Figure 2 illustrates our approach to scenario development, how intermediate steps can contribute to attaining the scenario goals, and an example required timeframe. These modified scenarios will be developed and used to inform the development of the implementation strategies as described below in Task 4. This project must meet the needs of all city departments, and substantial comments are expected from city staff related to development of the 3 modified scenarios. Therefore, we expect and plan for comments from each department to be carefully considered at this stage of the project, and incorporated into the project deliverables. We will depend on the City of Palo Chief Sustainability Officer to distill comments and provide clear guidance; if/when comments are conflicting. KEMA Services, Inc. 1-13 July 29, 2014 Figure 2: Example of Required Elements and Schedule for Achieving Scenario Goals Subtask 3.2 Process Deliverables: List of three alternative GHG emissions reduction targets to be used for modification of the three initial scenarios, and/or List of modifications to scenario assumptions (related to technology, behavior, investment or behavior) to the three initial scenarios Presentation or working meeting with city staff to review draft modified scenarios and initial list of implementation strategies Subtask 3.2 Output Deliverable: Draft and final results of 3 modified scenario analyses, including how to achieve the greenhouse gas reduction targets associated with each scenario. 1.5 Task 4: Implementation Strategies The overall objective of this task is to prepare a summary of Sustainability/Climate Action Plan strategies that can be successfully implemented by the City and community-wide. The 1-14 Implementation Strategies provide the specific actions, policies, behaviors, and technology developments requiring implementation in order to achieve the savings outlined in the Scenarios,The strategies outlined in this section serve as actionable program basis for the Sustainability Roadmap and final public-facing report. 1.5.1 Subtask 4.1: Strategy Development and Sequencing Based on the scenario analyses included in Task 3 above, DNV GL will have numerous emission reduction strategies across each scenario. The first step of an implementation plan is to assess the strategies needed to achieve each scenario, considering technical issues, costs, savings, feasibility, behavioral changes needed, and other factors. Recognizing that some strategies will be implemented sooner than others, the DNV GL team will develop a phased approach to implementation of the S/CAP strategies with specific milestones. Each phase will be designed to naturally build upon the earlier phases, so that emission reductions will increase over time. In most cases, the implementation strategies are expected to be the same across each scenario, with differences in timing and aggressiveness. Where appropriate, the DNV GL team will incorporate the implementation strategies included in the AB 32 Scoping Plan for achieving 80% reduction in GHG emissions by 2050. The DNV GL team will work with city staff to identify the best approach for assessing and sequencing the S/CAP implementation strategies. Potential approaches may use cost per ton of abatement, return on investment (ROI), payback, or a scoring system that weights different key performance indicators (KPIs), such as cost, GHG savings, energy savings, water savings, local jobs, feasibility, community acceptance, etc. Subtask 4.1 Process Deliverables: Draft list of S/CAP strategies for further analysis Analysis of S/CAP implementation strategies and recommendations for sequencing Presentation or working meeting with city staff to discuss implementation strategies Subtask 4.1 Output Deliverables: Results of S/CAP strategy selection and sequencing, including visual representation (e.g., carbon abatement curves, waterfall charts, wedge chart) 1.5.2 Subtask 4.2: Prepare Detailed Implementation Guidelines for Each Strategy The detailed implementation guidelines will include key strategy components and details that City staff and partners need to know to implement each strategy, including: A concise description of each strategy, including intermediate and long-term goals. The briefing document will identify whether the strategy can be implemented by the City on its own, by residents, businesses, and visitors, or pursued in a City partnership. KEMA Services, Inc. 1-15 July 29, 2014 An overview of specific policies or programs needed Identification of the responsible parties (city department or staff, or community actors) for leading implementation A description of the partnerships that may be needed to implement the strategy Specific time-bound actions, in a checklist style, needed to implement the strategy Metrics that will be used to evaluate success Financial implications and potential budget needed City Staff resources needed The final set of implementation documents will cover all the strategies, and the strategies will described a phased implementation approach, as appropriate. Subtask 4.2 Process Deliverables: Draft template for Implementation Strategy Guidelines Subtask 4.2 Output Deliverables: Draft and final set of Implementation Strategy Guidelines 1.5.3 Subtask 4.3: Overall Implementation Plan for S/CAP The overall Implementation Plan will be developed to tie all the existing and proposed implementation strategies developed during this project into coherent plans and roadmaps for implementation. While the Sustainability Roadmap will provide a succinct overview of how the City’s many environmental efforts all fit into a coherent strategy, the Implementation Plan will drill down into the details of specific implementation strategies. Furthermore, the Implementation Plan will be organized in a consistent manner with the overall Roadmap (e.g., according to the three themes of infrastructure, resources, and behaviors). The Implementation Plan will include an overview of how various strategies are interconnected and the dependencies between various strategies. For example, the full benefit of some strategies (such as microgrids and smart grids) may only be fully realized after certain infrastructure, such as smart meters and energy efficiency controls, are installed. Thus, the first step of the detailed implementation plan will be to chart the interdependencies amongst various strategies included in the S/CAP and Sustainability Roadmap. These interdependencies will be used to develop timelines and other portions of the overall Sustainability Roadmap. One purpose of the Implementation Plan is to include supporting activities to the implementation strategies that may overlay across specific implementation strategies. For example, the Implementation Plan may include an overall marketing and public engagement 1-16 plan aimed at behavioral change that will increase the participation rate and compliance with specific S/CAP implementation strategies. The Implementation Plan will include a summary of specific policy changes, management system improvements and upgrades, and other details related to tracking and governance for implementing the suite of S/CAP strategies, including how the process will be managed and by whom. In order to develop the Implementation Plan, the DNV GL team will meet with key staff and/or departments that were identified as part of the implementation strategy assessment in Subtask 4.2 to discuss next steps needed for implementation. A portion of the Implementation Plan may include a framework and guidelines for reviewing progress and updating the Roadmap on a regular basis. These guidelines are likely to include methods for the following aspects of a Roadmap update: Consideration of how to track progress towards goals Determination of progress made The development of new goals/targets, if needed Deletion of programs or policies that are not meeting intended targets Addition of new strategies and specific actions as needed Subtask 4.3 Process Deliverables: Targeted working meetings/interviews with 5-10 city staff and community stakeholders/actors to embark on near-term implementation steps for specific strategies Outline for Implementation Plan components Subtask 4.3 Output Deliverables: Draft and final Implementation Plan 1.5.4 Subtask 4.4: Identify Solutions to Streamline the S/CAP Process To better streamline the process of updating the S/CAP in the future, the DNV GL team will identify what information is needed for future updates and recommend improved processes for completing updated Climate Protection Plans and GHG tracking. Similar to the original Palo Alto Climate Protection Plan, the DNV GL team expects that the next few years might include progress reports and updates to the S/CAP, but not a full re-writing of the plan. Our team will identify the general content and process for developing these progress reports, building upon the information gathered for the S/CAP, and building upon other work previously done to update the CPP. Our team expects that future GHG inventory results will be combined with KEMA Services, Inc. 1-17 July 29, 2014 other performance indicators to track progress, and these results will be communicated in S/CAP progress reports. The DNV GL team will also perform a review of current City systems, e.g., from budgeting and capital expenditures, to contracting requirements and procurement systems to assess the different city management systems work together (or don’t work together). DNV GL will work with the city to identify a list of 2-3 key management systems (related to sustainability) to be reviewed and are likely to include the project management, procurement and reporting systems. Our evaluation will take into account how current systems are used, how the city understands and tracks its activities and what improvements are needed to better inform decisions that will support GHG reductions and sustainability. Examples might include: additional information provided to residents and businesses; more details provided to decision-makers on the impacts of their decisions in regards to GHG emissions; and methods to track the metrics identified in Subtask 4.2 that are needed to review the progress of each emission reduction strategy. The results of the review and recommendations for improved processes will be incorporated into the Sustainability Roadmap and Implementation Plan. Subtask 4.4 Process Deliverables: List of management systems and processes for review Conduct review of systems Subtask 4.4 Output Deliverable: Element in Sustainability Roadmap and Implementation Plan, identifying opportunities to streamline the S/CAP process in the future Workflow map/diagram(s) and recommendations for improving existing management systems to better manage sustainability initiatives. 1.6 Task 5: Sustainability Roadmaps The Sustainability Roadmap provides a synthesis of actionable options, decision points and paths the City could embark on now, and in the near-term future, to prepare for the path towards achieving the chosen Scenario. 1-18 1.6.1 Subtask 5.1: Develop Sustainability Roadmaps The DNV GL team will develop Sustainability Roadmaps for each Scenario that provides a high level summary of the S/CAP, and weaves together the City’s numerous environmental achievements, policies and programs together with new actions to achieve the City’s sustainability vision. The Sustainability Roadmap will lay out the selected emission reduction strategies, implementation steps and responsibilities, and other supporting initiatives such as community engagement and participation, and protection and enhancement of natural ecosystems. While the Sustainability Roadmap combined with the Implementation Plan will fulfill the regulatory requirements under the California Environmental Quality Act (CEQA) to go hand-in- hand with the Comp Plan update, the roadmap will articulate the City’s goals and aspirations beyond GHG mitigation alone. The roadmap will provide a succinct overview of how the City’s many environmental efforts all fit into a coherent strategy that leverages its unique position in the Silicon Valley and history of innovative environmental programs. The Sustainability Roadmap will show how Palo Alto can push the envelopes with aggressive yet realistic strategies for mitigation, adaptation, and protection of shared assets and natural capital that are essential for a healthy and prosperous community. The Sustainability Roadmap will be visually engaging, and will show the overall map for how different strategies and emissions output will play out over time to achieve Palo Alto’s vision for the future. The Sustainability Roadmap will provide content that can be easily translated to a web interface. Task 5.1 Process Deliverables: Draft outline for Sustainability Roadmap and components, including Subtask 5.2 below Task 5.1 Output Deliverables: Draft and final visual Sustainability Roadmap 1.6.2 Subtask 5.2: Climate Risk, Water and Adaptation Strategies The Sustainability Roadmap will include a component related to climate risk, water and adaptation strategies. Resilience includes not only the ability to withstand dangerous situations, but also to recover quickly from major events, such as storms, floods, or fire. KEMA Services, Inc. 1-19 July 29, 2014 The DNV GL team will utilize the California Adaptation Planning Guide (CAPG)1 as the basis for the climate risk assessment and adaptation strategy development. The CAPG was developed through a cooperative effort between the California Natural Resources Agency, and the California Emergency Management Agency to provide local and regional stakeholders a step-by- step process for conducting a vulnerability assessment. There are two main steps involved in planning for adaptation, each of which includes various sub-components: 1. Step 1 - Understand What Climate Change Effects will Impact the Community: The DNV GL team will determine what climate change means locally to Palo Alto and what hazards are likely to be intensified due to climate change. Through this step, DNV GL will identify what community assets are vulnerable to the effects of different climate change impacts by determining what the potential impacts are, their projected severity and the potential timing of those impacts. Specifically, the impacts of climate change will be divided into two groups – primary impacts and secondary impacts. Primary impacts are directly caused by climate change and include increases or changes in average temperature, annual precipitation, sea level rise, and severe storms. A number of these impacts are likely to affect the City, including sea level rise, rise in temperature, changes in annual precipitation and changes in precipitation patterns. Secondary impacts are those hazards caused by the Primary Impacts and directly impact, damage or disrupt human health, ecosystems, the environment, buildings and infrastructure, social services, and economic activity. When the Primary Impacts occur, it is the Secondary Impacts that directly affect people’s lives, the local economy and the overall health of our community. Secondary impacts include flooding, heat waves, loss of natural habitat/ecosystems, long-term power outages, severe storms and drought. 2. Step 2 - Evaluate Existing Resiliency and Develop New Adaptation Strategies: The DNV GL team will identify and summarize what is currently being done locally and regionally to address the impacts and determine which impacts can be addressed through existing strategies; evaluate new strategies to address the impacts, and then prioritize strategies based on vulnerable assets and needs; and identify the resources and funding needed to implement the strategies. 1 The CAPG can be downloaded from the following webpage: http://resources.ca.gov/climate_adaptation/local_government/adaptation_planning_guide.html 1-20 We recognize that any risk assessment must include reviewing the vulnerabilities of the City’s water supply to future disruption, and to develop strategies to increase resilience and dependability. In particular, we will build upon the work completed by CPAU, such as the Urban Water Management Plan (2011) and CPAU Ten-Year Energy Efficiency goals which includes some water conservation-related measures. In particular, the Urban Water Management Plan references the Santa Clara Valley Water District Water Supply and Infrastructure Master Plan. We will leverage these existing resources to focus on: The vulnerability of the Santa Clara Valley Water District’s water supply to climate change Current and future water use within the City, and the effectiveness of water conservation efforts Effects of potentially reduced water availability on power production: alternatives to hydro power for achieving and maintaining zero carbon electricity Effectiveness of management actions to date in addressing vulnerability and other water sustainability issues. The City has carried out a detailed risk assessment of drought and energy responses in the context of potential shortages in the coming decades (City of Palo Alto 2011 Urban Water Plan). Our examination will extend to a longer range assessment of risks including low likelihood, high impact scenarios around major climate disruption that significantly affects precipitation, water supply and hydro supply. For this assessment, we will draw on its recent work developing the Sustainable Water Management Profile assessment tool for the California Water Foundation (CWF). This tool is a means of evaluating supply reliability, water management practices, and the effectiveness of efforts to motivate the behavioral change needed to manage water sustainably in California. This tool provides a means by which water agencies can assess both the stressors on their water supply, and also the effectiveness of management actions taken to date to address these risks. We will also examine the water/energy nexus, in terms of both contribution of water conservation to GHG emissions reduction, and also the risk posed to the City’s goal of carbon neutral electricity by the predicted decrease in water availability for hydroelectric power. Clearly, contingency planning is required for the City to obtain power from alternative renewable sources in the time of drought, and in a warmer, drier future. Task 5.2 Process Deliverables: Conduct review of existing adaptation related planning documents (e.g., Local Hazard Mitigation Plan, Emergency Preparedness Plans, San Francisquito Creek JPA adaptation planning documents, etc) Meeting to review initial assessment of primary and secondary impacts of climate change KEMA Services, Inc. 1-21 July 29, 2014 Task 5.2 Output Deliverables: Initial assessment of primary and secondary impacts of climate change to Palo Alto and associated level of risk (based on probability and consequence ratings) Memo on gap assessment results and recommended new (or modified) adaptation strategies. Draft and final list of adaptation strategies for inclusion in Sustainability Roadmap 1.7 Task 6: Identify Financing Options to Implement Projects The DNV GL team will review and provide recommendations on financing strategies available to implement the Sustainability Roadmap and emission reduction strategies. The objectives of this task is to identify “different ways of working with money” to achieve large leaps in technology adoption, behavior change and greenhouse gas reductions. For instance, innovative financing approaches that utilize crowdfunding, allows citizens to invest in solar in their community, sets up the CPAU to serve as a financial institution, to name a few examples. The DNV GL team will perform a comprehensive review of financing options and work with City to identify financing strategies that should be pursued as a next step for implementation of the S/CAP. The results of the financing analysis will be incorporated into the overall Sustainability Roadmap and Implementation Plan. Subtask 6.0 Output Deliverables: Brief memo summarizing innovative financing options to enable large-scale change 1.8 Task 7: Public Engagement and Feedback The DNV GL team will work with the City to develop a plan that addresses the distinct project needs and goals while leveraging existing efforts and staff and community resources. The DNV GL team will develop a multi-tiered, multi-platform community engagement plan and use detailed, rigorous documentation of public input so that the creativity of the community can be appropriately incorporated in the planning efforts. The DNV GL team’s process will create broad community buy-in to support plan adoption and implementation. The DNV GL team will plan to use and build upon existing City communication tools including Open Town Hall, the Our Palo Alto website, and mailing list and social media accounts. 1-22 1.8.1 Subtask 7.1: Public Engagement Plan The DNV GL team will meet with City staff and consult with other project teams (e.g., CompPlan Outreach Team) to develop an outreach approach and schedule and identify opportunities for coordination and collaboration. The DNV GL team will develop a detailed plan to identify key messages, communications tools, target audiences, outreach activities, and roles and responsibilities of the different consultant teams. Opportunities may include joint community events and workshops, adding tools and content to the existing project websites, and gleaning S/CAP input from other project teams. (For instance, our subcontractor MIG is currently developing a procedure to share relevant information between the Comprehensive Plan Update and Parks MP teams.) In parallel, the DNV GL team will focus resources on target audiences specific to the S/CAP. This approach will result in a balanced process that elicits meaningful input from a broad section of the Palo Alto community while also engaging key stakeholders. Subtask 7.1 Process Deliverables: Two planning calls related to developing the Public Engagement Plan Review of CompPlan stakeholder engagement plan and results to date (e.g., meeting minutes, alternative futures, etc) Review of other stakeholder engagement activities in progress by other programs (e.g., Utilities, Transportation Management Association, etc.) Subtask 7.1 Output Deliverables: Draft Public Engagement Plan Final Public Engagement Plan 1.8.2 Subtask 7.2: Conduct Outreach Activities The DNV GL team will support the City in conducting outreach per the aforementioned public engagement plan, including activities such as interviewing stakeholders, facilitating community workshops, or conducting intercept events (on-site questionnaires). Implementation of the Public Engagement Plan would gather input on the scenario development and strategy development through a number of activities to gather input such as: Community workshop associated with the Comprehensive Plan Update; Using established processes (e.g., Our Palo Alto 2030, Open City Hall) Targeted meetings with specific stakeholder groups (e.g., neighborhood groups, Chamber of Commerce) Meeting with CEAP and CPAU Facility Managers meetings; or KEMA Services, Inc. 1-23 July 29, 2014 Simple web survey Subtask 7.2 Process Deliverables: Conduct activities as outlined in the Public Engagement Plan 1.9 Task 8: Coordination with Comprehensive Plan The DNV GL team will ensure that the S/CAP process is closely coordinated with the City’s Comprehensive Plan Update, avoiding any redundancies in scope and identifying opportunities for collaboration. MIG will also ensure that the S/CAP and Comprehensive Plan structures and timelines are complementary and not in competition. At the project outset, our team will meet with the City and Comprehensive Plan team to build an understanding of the scope of work, schedule for deliverables and possible community outreach efforts. The coordination efforts will be aimed at: (1) providing input and S/CAP implementation strategies into the CompPlan process, and (2) reviewing the CompPlan interim deliverables to ensure the CompPlan doesn’t inadvertently provide barriers to S/CAP implementation and goal attainment. The DNV GL team will support the City staff in their efforts to coordinate various planning processes and will provide advice at critical milestones to support plan development in a manner that is conducive to community participation without overburdening stakeholders and participants. Subtask 8 Process Deliverables: Initial coordination meeting with Comprehensive Plan consultant 2-3 additional coordination calls at key Comprehensive Plan project planning milestones Review of CompPlan draft elements and materials developed to date Respond to questions from the CompPlan consultants in the development of the Draft EIR and CompPlan materials. Subtask 8 Output Deliverables: Initial list of emission reduction strategies that may be considered for inclusion of the S/CAP (to be provided as part of Subtask 4.1 Strategy Selection) Written review (redline edits) of administrative draft of the CompPlan Draft EIR that are relevant to GHG emissions and other sustainability topics and provide comments to staff 1-24 1.10 Task 9: Reporting The purpose of this task is to prepare communications with the public regarding the targets and selected emission reduction strategies in the S/CAP, as well as general sustainability goals and policies. The DNV GL Team will develop a clear and persuasive public facing presentation, as requested in the RFP for this project, which will summarize the overall goals of the S/CAP, including reduction targets, the emission reduction strategies, and the implementation guidelines. The report will be as concise as possible, but will provide information to City staff and City residents and businesses about what changes will be coming or needed in the near and long-term future. Also, the report will conform to the requirements in the CEQA Guidelines, as well as relevant guidance from the Bay Area Air Quality Management District (BAAQMD) for climate action plans. Any information that may be needed for future responses to the Carbon Disclosure Project will be flagged. 1.10.1 Subtask 9.1: Develop Public-Facing Report in Presentation Format The DNV GL team will then develop the report content for initial review by City staff. Upon receiving comments and edits from staff, we will finalize the report. A preliminary outline of the report’s content is provided below. DNV GL will make modifications based on feedback from city staff. 1. Identify project goals and principles a. Guiding principles could include: b. Collaborate with community organizations and stakeholders c. Ensure that the S/CAP is integrated with other planning efforts d. Promote implementation (e.g., data-driven results, cost-benefit analysis, and technological feasibility) 2. Present information about regional efforts & context 3. Present context for discussion (e.g., legislative framework, Palo Alto’s response) 4. Define the City’s role, past success, future aspirations a. Emission profile b. Existing programs c. Targets d. Identify policies, strategies, and actions 5. Identify the players (e.g., State, regional organizations, businesses, stakeholders, and community organizations) 6. Summarize implementation plans Subtask 9.1 Output Deliverables: KEMA Services, Inc. 1-25 July 29, 2014 Draft outline for presentation Draft and final presentation 1.10.2 Subtask 9.2: Develop Booklet The DNV GL team will produce and deliver “coffee table briefing book” This briefing will be an engaging, attractive, accessible and easy to read public facing report (e.g., short booklet that could be turned into eBook) that includes findings, goals, recommendations and action plans (i.e., strategies and associated implementation guidelines). This report will be high level address broad themes, as opposed to the Sustainability Roadmap (Task 5) which will include the detailed analysis. To properly develop a visually engaging “coffee table briefing” or booklet document, the DNV GL team will use the services of a graphic designer to develop the layout, in a both a print and web- ready format. DNV GL will develop the content. Once the general content is agreed upon by the City, then DNV GL will work with a graphic designer to make the booklet visually engaging and provide overall direction for the design. Subtask 9.2 Process Deliverables: Draft outline for “coffee table” briefing/booklet for the public Discussion of preferred format and branding considerations Meeting between DNV GL team graphic designer and City staff to plan out necessary print requirements and other details Subtask 9.2 Output Deliverables: Draft content for “coffee table” briefing/booklet for public Graphic design of “coffee table” briefing report for public ready for print and web Final, production-ready “coffee table” briefing report for public ready for print and web 1-26 1.11 Task 10: Project Planning and Management Our team’s approach to project planning and management centers on collaboration with City staff members and outside stakeholders throughout the duration of the project. We anticipate that this project will include weekly meetings with City staff at the outset, and may be modified to biweekly as the project progresses. The weekly meetings will City staff will review progress, interim deliverables, key decision points and discuss next steps. The project management task also includes DNV GL quality reviewer for each deliverable. DNV GL will invoice on a monthly basis and the project management time includes weekly meetings with internal team members and subcontractors to coordinate work products, process and output deliverables. This task also includes working closely with the City of Palo Alto project manager to iterate on work products, respond to questions and comments on each deliverable identified above and respond to ad hoc requests from city staff. This project must meet the needs of all city departments, and substantial comments are expected from city staff for each deliverable, particularly the scenario analysis and final roadmap and implementation plan documents. Therefore, comments from each department must be carefully considered and incorporated into the project deliverables. DNV GL assumes that where comments from city departments are conflicting, the Chief Sustainability Officer will resolve inconsistencies and aggregate feedback into a single set of comments where possible. 1.11.1 Project Plan and Schedule The project schedule proposed by the City is very aggressive, and the DNV GL team has committed significant expertise, resources, and project management capabilities to meet that schedule. The project plan is presented in Figure 3. This plan assumes completing the Draft plan by January 2015. As noted in the City schedule, additional time is provided for ensuring compliance with CEQA. This schedule assumes that, when possible, project activities will be carried out simultaneously, enabling a quicker delivery time and maximizing the synthesis opportunities for project team staff while minimizing City staff time during the process. The plan assumes that data required will promptly be made available to the team, that the team receives feedback from staff on draft deliverables within the time specified, and that the City will assist where possible and appropriate in providing venues for specific public outreach events. THIS IS DNV GL Our vision is to have a Global impact for a safe and sustainable future. We provide classification and technical assurance along with software and independent expert advisory services to the maritime, oil and gas, and energy industries. We also provide certification services to customers across a wide range of industries. Operating in more than 100 countries, our 16,000 professionals are dedicated to helping our customers make the world safer, smarter and greener. For more information on DNV GL, visit www.dnvgl.com. Professional Services Rev. Feb. 2014 S:\MGR\Danille\DNV SCAP Contract FINAL(3).docx EXHIBIT “B” SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed. Milestones: Completion: No. of Weeks from NTP 1. Project Keep-Off Meeting Week 2 2. Development of Initial Scenarios Week 6 3. Public Engagement Plan Week 6 4. Scoping and Inventory Week 9 5. Transportation Analysis Week 9 6. Coordination with Comprehensive Plan Week 12 7. Modified Scenarios Week 17 8. Climate Risk, Water and Adaptation Strategies Week 21 9. Financing Options Week 21 10. Develop Briefing Presentation Week 28 11. Implementation Plan Week 33 12. Develop Sustainability Roadmap Week 33 13. Develop Briefing Booklet Week 35 14. Conduct Outreach Ongoing 15. Project Planning and Management Ongoing Professional Services Rev. Feb. 2014 S:\MGR\Danille\DNV SCAP Contract FINAL(3).docx EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement based on the hourly rate schedule attached as Exhibit C-1. The compensation to be paid to CONSULTANT under this Agreement for all services described in Exhibit “A” (“Services”) and reimbursable expenses shall not exceed $211,845. In the event Additional Services are authorized, the total compensation for Services, Additional Services and reimbursable expense shall not exceed Two Hundred Thirty Three Thousand Twenty Nine Dollars and Fifty Cents ($233,029.50). In the event Additional Services are authorized, the total compensation for Services, Additional Services and reimbursable expense shall not exceed Two Hundred Thirty Three Thousand Twenty Nine Dollars and Fifty Cents ($233,029.50). CONSULTANT agrees to complete all 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. REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: transportation, printing, refreshments for public meetings. A. Travel outside the San Francisco Bay area, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses for City of Palo Alto employees. B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges are reimbursable at actual cost. All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $100 shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expenses, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager Professional Services Rev. Feb. 2014 S:\MGR\Danille\DNV SCAP Contract FINAL(3).docx and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. [OPTIONAL] Work required because the following conditions are not satisfied or are exceeded shall be considered as Additional Services: 4-1 Project Budget 4. In this section, we outline the costs for the total project, on a task-by-task basis, inclusive of reimbursable expenses. Mileage will be reimbursed at the federal standard mileage rates.2 DNV GL proposes to perform the work on a time-and-materials basis with a not-to-exceed of $211,845. Table 3: Summary of Costs Task Subtask Deliverable/Activity Cost Hours Task 1 Subtask 1.1 Background and best practices $ 16,000 100 Subtask 1.2 GHG inventory processes $ 5,400 34 Task 2 Subtask 2.1 Review TDM $ 9,500 59 Subtask 2.2 Transportation analysis $ 11,160 70 Task 3 Subtask 3.1 Develop 3 initial scenarios $ 18,000 113 Subtask 3.2 Develop 3 modified scenarios $ 12,000 75 Task 4 Subtask 4.1 Prioritize strategies $ 10,000 63 Subtask 4.2 Prepare detailed implementation strategies $ 20,000 125 Subtask 4.3 Overall Implementation Plan $ 10,000 63 Subtask 4.4 Recommendations for streamlining the S/CAP process and City management systems $ 8,400 53 Task 5 Subtask 5.1 Sustainability Roadmap $ 12,000 75 Subtask 5.2 Climate risk and adaptation $ 25,000 156 2 For 2014, the business rate is $0.56 per mile. (http://www.irs.gov/Tax-Professionals/Standard-Mileage- Rates) 4-2 Task Subtask Deliverable/Activity Cost Hours Task 6 Financing options $ 5,400 34 Task 7 Subtask 7.1 Public engagement plan $ 3,500 22 Subtask 7.2 Conduct outreach $ 14,185 89 Task 8 Coordination with CompPlan $ 6,000 38 Task 9 Subtask 9.1 Public facing presentation $ 4,000 25 Subtask 9.2 Booklet $ 10,000 63 Task 10 Project management $ 10,800 68 Direct costs $ 500 TOTAL COSTS $ 211,845 1,321 Professional Services Rev Feb. 2014 S:\MGR\Danille\DNV SCAP Contract FINAL(3).docx EXHIBIT “C-1” HOURLY RATE SCHEDULE – Only listed those involved in the Core Requirements until other details have been worked out Title/role Hourly rate DNV GL Head of Section $210 Project Sponsor/Project Manager $180 Senior Consultant $180 Consultant $160 Senior Engineer $160 Consultant II $140 Technical Consultant $125 Technical Consultant I $110 Analyst $90 Environmental Science Associates (ESA) Project Director $200 Land Use Planner $190 Senior Resource Associate $185 Project Manager $170 Resource Analyst $155 Resource Manager $140 Analyst $120 Associate Analyst $120 Planner $120 Graphics $110 MIG Principal $215 Principal in Charge $215 Project Director $160 Staff Blended Rate $150 Senior Planner $145 Resource Manager $140 Project Planner $110 Nelson/Nygaard Principal $180 Senior Associate $140 Associate $129 Creative Services $129 Professional Services Rev Feb. 2014 S:\MGR\Danille\DNV SCAP Contract FINAL(3).docx EXHIBIT “D” INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY Professional Services Rev Feb. 2014 S:\MGR\Danille\DNV SCAP Contract FINAL(3).docx THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON- PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303 Firm Profiles 1. About DNV GL 1.1 DNV GL, a global services firm is a leading expert for the energy value chain, is the world’s largest ship and offshore classification society, and is a leading technical advisor to the energy industry. DNV GL’s 3,000 energy experts support customers around the globe in delivering a safe, reliable, efficient, and sustainable energy supply. We deliver world-renowned advisory and innovation services to the energy value chain including smart cities innovation, carbon management, climate mitigation and adaptation, renewables, and energy efficiency. Our expertise spans onshore and offshore wind power, solar, conventional generation, transmission and distribution, smart grids, and sustainable energy use, as well as energy markets and regulations. These breadth and depth of innovation and expertise enable us to provide the City broader, more efficient resources while also providing the confidence of working with a proven, trusted energy advisor on the S/CAP project. For additional information, please access www.dnvgl.com/energy. Innovation is a core component of our work. Our work on enabling cities to operate as smart, low-carbon operations is demonstrated by our PowerMatching City project in Europe. In this project, we are leading a living-lab, smart grid demonstration community, balancing energy supply and demand in a grid of interconnected households and electric vehicles. DNV GL is working with a municipal government and the local utility to turning smart city vision into reality starts with a master plan. Creating and implementing such a plan is a complex task involving multiple stakeholders; social, economic and technical innovation; and major investments. This work includes integrating gas, electricity, cooling, heat, water, and transport and telecommunications infrastructures at the heart of the smart city concept. DNV GL developed approaches to combining conventional energy sources with renewable resources and waste heat recovery in smart grids to significantly increase energy efficiency and reduce GHG emissions. DNV GL is a key participant in numerous sustainable building projects. In another example, DNV GL is currently helping design the town of Paradise Valley to be self- sustaining and multi-generational, committed to a close relationship with nature, people, and the land. The community will foster sustainable lifestyles through proper design and education. This project includes achieving new urbanism design and sustainability goals including new renewable energy sources—solar, fuel cell, and energy-efficient building design. We are also developing strategies to limit the need for freeway travel such as providing onsite services, entertainment, and job opportunities; driving water conservation practices in landscape design and irrigation; implementing dark night sky preservation actions; ensuring habitat preservation through compliance with the Multiple Species Habitat Conservation Plan; and designing an Eco- transit system. Our work with leading municipalities starts with defining a community’s goals and how to translate these into an economically and technically viable plan. DNV GL understands the challenges facing cities. We work with utilities and government agencies on sustainable community developments and state-of-the-art solutions across the energy value chain. Acting as an impartial partner and project manager, we support cities in creating a safe, sustainable future. Our innovative simulation and business modelling tools enable cities to evaluate: Potential costs, return on investment and system integration needs Building occupancy behaviors in response to pricing, comfort and improved electricity and gas supply reliability Innovative market mechanisms such as energy trading within smart grids Total energy consumption and GHG To DNV GL, being a responsible corporate citizen is about how business is conducted every day. Corporate responsibility is integral to the company’s purpose, values, vision and culture. DNV GL’s commitment to corporate responsibility goes beyond compliance and is fundamentally about how the company contributes, through its services and operations, to achieving a sustainable future. Principles and ethics are embedded in our core values: build trust and confidence; never compromise on quality or integrity; a commitment to teamwork and innovation; care for our customers and each other; and embracing change and delivering results. DNV GL has been a signatory to the United Nations Global Compact since 2003. Our corporate responsibility strategy is aligned with the Global Compact framework and we systematically work to integrate the ten principles in the areas of human rights, labor standards, environment and anticorruption (see www.unglobalcompact.org). DNV GL is also committed to report according to the Global Reporting Initiative (GRI). Since 2010, DNV GL has been committed to extending the scope and detail level of its sustainability reporting by targeting to reach A+ in the Global Reporting Index Application Level by 2014. The reporting for 2012 meets the requirements of level B in the GRI reporting system. DNV GL AS is a private company headquartered in Norway and is the ultimate parent company of KEMA Services, Inc. KEMA Services, Inc.’s financial results, which demonstrate both stability and financial strength, are included in the consolidated audited results of DNV GL AS. To view a copy of the latest DNV GL AS audited financial statements please access the following hyperlink: http://www.dnvgl.com/Images/DNV%20GL%20Annual%20Report%202013v2.pdf. To our knowledge and belief, KEMA Services, Inc. has not been involved in any litigation, arbitration, or administrative proceedings that would materially affect the performance of the services offered in the attached proposal. About ESA 1.2 Environmental Science Associates (ESA) is a multidisciplinary environmental planning and consulting firm formed in 1969 shortly before the adoption of the California Environmental Quality Act (CEQA) and the National Environmental Policy Act (NEPA) with the mission of bringing sound science to the analysis of environmental issues. ESA helps clients integrate sustainable practices into their organizations or communities, through benchmarking, stakeholder engagement, strategy development, goal setting, and adaptive management. ESA staff has experience conducting audits and developing performance metrics for tracking and reporting the success of sustainability programs. ESA develops carbon footprints, water footprints, and other lifecycle analyses that underlie eco-efficiency initiatives and sustainability goals such as carbon neutral or zero waste. ESA implements programs and management systems that enable clients to improve performance and achieve their goals. ESA also helps clients with education, outreach, and external communication including public sustainability reports. ESA has developed local and regional climate action plans (CAPs), Sustainability Plans, and energy action plans (EECAPs) for more than a dozen agency clients throughout California, including the City of Riverside, City/County Association of Governments of San Mateo County (C/CAG) (in collaboration with DNV GL), and the City of Pleasanton. ESA has extensive experience with all major GHG accounting protocols, including the Local Government Operations Protocol (LGOP), The ICLEI GHG Community Protocol, The Climate Registry’s General Reporting Protocol, and CARB’s AB 32 reporting regulation. ESA also has extensive experience developing CEQA strategies for mitigating GHG emissions in both programmatic and project-level EIRS, and developing “qualified” CAPs that can be used to streamline future CEQA review of new development projects. ESA also provides technical assistance to local, regional, and state agencies to assess impacts and develop mitigation strategies for managing the effects of climate change and sea-level rise on both natural and developed resources. ESA has particular expertise in sea level rise vulnerability assessments, flood management studies, shoreline erosion assessment, coastal hazard mapping, habitat sustainability planning, and storm water management impacts. ESA develops strategies ranging from the landscape (system) scale to the regional scale, and down to the project (local) level, integrating the best science from multiple disciplines. ESA provides a range of technical and planning services at all phases of adaptation, including assessments and scoping studies and recommendations for solutions and management approaches. ESA has over 30 years working along the San Francisco Bay shoreline, including two recent projects that bracket the City’s Bay shoreline. To the south, ESA recently completed a Sea Level Rise Study for the City of Mountain View’s Shoreline Community that (1) assessed the increased flood vulnerability due to sea level rise, (2) planned an overall strategy for shoreline adaptation, and (3) developed conceptual designs for eleven projects for consideration in the City’s Capital Improvement Program. To the north, ESA is currently assisting the San Francisquito Creek Joint Powers Authority with the design and CEQA review for their Strategy to Advance Flood Protection, Ecosystems, and Recreation Along the Bay (SAFER Bay) that will provide coastal flood protection for East Palo Alto and Menlo Park. ESA also has an extensive history working at Charleston Slough and the Palo Alto Baylands. The City’s staff is familiar with ESA’s approach and projects; ESA created and presented a sea level rise vulnerability and adaption workshop to City staff in May 2013. This workshop was convened by Kirsten Struve at Environmental Control Programs and ESA staff was introduced by Palo Alto’s Director of Public Works, Mike Sartor. About MIG 1.3 MIG, Inc. is a multidisciplinary firm that specializes in strategic communications, marketing and graphic design, community engagement and outreach, and environmental planning and policy. Since 1981, MIG has designed and implemented social marketing and outreach programs for a variety of clients, including cities, counties, organizations, federal agencies, and public and private sector clients throughout the country. MIG provides a sophisticated, integrated approach to social marketing that combines elements of planning, operations, stakeholder participation, and organizational development. Tailored to the distinctive conditions of each project, MIG’s methods create solutions that lead to dynamic campaigns and sustained behavior change. For this project, MIG will provide public engagement and feedback services, coordination with the Comprehensive Plan, dashboards and scoreboards, and the marketing and communications plan. Community Engagement and Public Involvement – MIG has extensive experience designing community engagement and outreach programs that educate the community, encourage participation, engage stakeholders in evaluating alternatives, and provide agency staff with meaningful community input. MIG provides a multi-leveled, well-documented involvement process aimed at increasing public confidence in decision- making. MIG’s community engagement process focuses on developing common objectives and providing a full range of successful strategies for achieving those objectives. Community Planning– MIG offers a unique combination of community planning and urban design expertise that brings visioning and community interests together to frame land use, transportation and urban design issues. From concept development to final planning documents, MIG has a successful track record in the planning and design of environments that contribute to community livability and neighborhood vitality. Utilizing a variety of tools including land use exercises, GIS mapping and analysis, computer simulations and slide shows, MIG engages stakeholders and builds consensus to ensure that the end result is a successfully implemented project. Strategic Planning – With over 25 years of experience designing communications and outreach strategies, MIG is uniquely positioned to help the City create a program that fully engages your communities of interest, and increases customer satisfaction and participation. MIG has worked with public agencies throughout the Bay Area and across the nation to promote an assortment of programs ranging from transportation to energy efficiency to water quality. MIG understands that successful social and product marketing requires messaging that resonates and inspires—MIG’s work does just that. Marketing Communications and Social Marketing – Convincing people to adopt new behaviors and accept new ideas involves intimately understanding how to speak to them on their own terms, reaching target audiences, prioritizing strategies and effectively implementing campaigns. MIG carefully identifies each audience and develops messages, materials and delivery methods that emphasize benefits, change attitudes or perceptions, and maintain positive client images. Facilitation and Consensus Building – MIG has expertise in promoting collaboration and facilitating consensus. MIG is internationally recognized for its facilitation expertise, developing and using innovative techniques to create an open atmosphere in which different viewpoints can be heard, acknowledged, addressed, and reconciled. MIG has helped diverse groups of public and private sector clients to build collaborative partnerships and work toward common goals. MIG has facilitated literally thousands of meetings, including citizens’ advisory groups, board sessions, focus groups, management workshops, and strategic planning retreats. About Nelson\Nygaard 1.4 Nelson\Nygaard Consulting Associates, Inc. is an internationally recognized firm committed to developing transportation systems that promote vibrant, sustainable, and accessible communities. Founded by two women in 1987, Nelson\Nygaard has grown from its roots in transit planning to a 115-person, full-service transportation firm with offices across the United States. In keeping with the values set by our founders, Nelson\Nygaard puts people first. We recognize that transportation is not an end by itself but a platform for achieving broader community goals of mobility, equity, economic development, and healthy living. Our hands-on, national experience informs but doesn’t dictate local solutions. Built on consensus and a multimodal approach, our plans are renowned as practical and implementable. Nelson\Nygaard specializes in: Transit Systems – Feasibility and fare studies, corridor studies, new services and facilities, redesign services for bus, bus rapid transit, streetcar, rail, and ferry Multimodal Networks – Complete streets, downtown and regional mobility, transit- oriented development, transportation demand management, healthy communities Paratransit and Mobility Management – Human services coordination, paratransit and rural transportation plans, mobility manager training, accessibility evaluations Campus Access – Commute and trip reduction, employee and student incentives, marketing campaigns, financial analyses for universities, tech companies, and hospitals Walking and Bicycling – Facilities and network design, bike sharing, safe routes to school and transit, calmed streets, walk audits Taxi and On-Demand Services – Regulations, entry control, rate setting for taxi, livery, peer-to-peer, and private-for-hire Parking Management – Regulations, pricing strategies, shared parking, governance, technology selection, demand management Traffic Analysis – Road diets and traffic calming, traffic impact simulation, trip reduction, GHG analysis, climate action plans Recognized for projects around the world, Nelson\Nygaard has received awards and honors from professional organizations and government agencies including the American Planning Association, the Federal Transit Administration, the Association of Environmental Professionals, the American Society of Landscape Architects, the Congress for the New Urbanism, and the Canadian Institute of Planners. Attachment 3 ORDINANCE NO. XXXX ORDINANCE OF THE COUNCIL OF THE CITY OF PALO ALTO AMENDING THE BUDGET FOR FISCAL YEAR 2015 IN THE GENERAL FUND, ELECTRIC OPERATING FUND, GAS OPERATING FUND, WASTEWATER COLLECTION FUND, WATER FUND, REFUSE FUND, STORM DRAINIAGE FUND, WASTEWATER TREATMENT FUND, AND VEHICLE REPLACEMENT FUND AS A RESULT OF AWARD OF A CONTRACT FOR THE SUSTAINABILITY AND CLIMATE ACTION PLAN TO KEMA SERVICES, INC. (HERETO REFERENCED AS DNV) IN THE AMOUNT OF $211,845 PLUS A 10 PERCENT CONTINGENCY AMOUNT OF $21,185. IN THE GENERAL FUND, EXPENDITURES FOR CONTRACT SERVICES WILL INCREASE IN THE OFFICE OF SUSTAINABILITY BY $233,030, OFFSET BY A REDUCTION TO THE BUDGET STABILIZATION RESERVE IN THE AMOUNT OF $137,490, AND AN INCREASE TO TRANFERS TO THE GENERAL FUND IN THE AMOUNT OF $95,540. TRANSFERS TO THE GENERAL FUND FROM THE ELECTRIC OPERATING FUND WILL INCREASE BY $23,302, OFFSET BY A REDUCTION TO THE OPERATIONS RESERVE. TRANSFERS TO THE GENERAL FUND FROM THE GAS OPERATING FUND WILL INCREASE BY $11,651, OFFSET BY A REDUCTION TO THE OPERATIONS RESERVE. TRANSFERS TO THE GENERAL FUND FROM THE WASTEWATER COLLECTION FUND WILL INCREASE BY $11,651, OFFSET BY A REDUCTION TO THE OPERATIONS RESERVE. TRANSFERS TO THE GENERAL FUND FROM THE WATER FUND WILL INCREASE BY $11,651, OFFSET BY A REDUCTION TO THE OPERATIONS RESERVE. TRANSFERS TO THE GENERAL FUND FROM THE REFUSE FUND WILL INCREASE BY $9,320, OFFSET BY A REDUCTION TO THE RATE STABILIZATION RESERVE. TRANSFERS TO THE GENERAL FUND FROM THE STORM DRAINAGE FUND WILL INCREASE BY $9,321, OFFSET BY A REDUCTION TO THE RATE STABILIZATION RESERVE. TRANSFERS TO THE GENERAL FUND FROM THE WASTEWATER TREATMENT FUND WILL INCREASE BY $9,322, OFFSET BY A REDUCTION TO THE RATE STABILIZATION RESERVE. TRANSFERS TO THE GENERAL FUND FROM THE VEHICLE REPLACEMENT FUND WILL INCREASE BY $9,322, OFFSET BY A REDUCTION TO THE ENDING FUND BALANCE. The Council of the City of Palo Alto does ordain as follows: SECTION 1. The 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 16, 2014 did adopt a budget for Fiscal Year 2015; and B. Staff discussed provisional plans for the Sustainability and Climate Action Plan (S/CAP) with Council at the Earth Day study session, April 21, 2014, and did not include the S/CAP in the FY 2015 budget, but planned to come back to Council after conducting a competitive solicitation; and C. Staff issued the RFP for the S/CAP on June 2, 2014 that was intentionally both challenging in the scope it proposed and flexible in how it invited consultants to explore innovative and integrative strategies; and D. A multi-departmental evaluation panel unanimously selected the DNV team (with partners ESA, Nelson\Nygard and MIG) because of the strength of the team, their specific experience in the work required, their grasp of Palo Alto’s vision, and the merits of their proposal and plan; and E. Staff recommends that a contract for $211,845 be awarded to DNV to complete the S/CAP; and F. Funding for this project, discussed in detail in Section 2, reflects the scale, scale of impact, and the estimated scale of involvement of each department and associated funds in completing the project. SECTION 2. The net sum of Two Hundred Thirty-Three Thousand, Thirty Dollars is hereby appropriated for Contract Services Expenditures for the Office of Sustainability in the General Fund, offset by a decrease to the Budget Stabilization Reserve and an increase to Transfers to the General Fund. The Reduction to the General Fund Budget Stabilization Reserve is One Hundred Thirty-Seven Thousand Four-Hundred Ninety Dollars, and the increase to Transfers to the General Fund is Ninety- Five Thousand Five Hundred Forty Dollars split among several funds, as described below. The decrease to the Budget Stabilization Reserve reflects funding for the following departments: 15% ($34,953) from Planning and Community Environment; 10% ($23,304) from Development Services; 10% ($23,304) from Community Services; 10% ($23,304) Administrative Services; 10% ($23,304) from the City Manager’s Office; and 4% ($9,321) from Public Works. Increased transfers to the General Fund from the Utilities Funds will fund 25% ($58,255) of the project, which will be split across four funds: Electric, Gas, Wastewater Collection, and Water. Transfers to the General Fund from the Electric Operating Fund will increase by Twenty-Three Thousand Three Hundred Two Dollars, with a corresponding decrease to the Operations Reserve. Transfers to the General Fund from the Gas Operating Fund will increase by Eleven Thousand Six Hundred Fifty-One Dollars, with a corresponding decrease to the Operations Reserve. Transfers to the General Fund from the Wastewater Collection Fund will increase by Eleven Thousand Six Hundred Fifty-One Dollars, with a corresponding decrease to the Operations Reserve. Transfers to the General Fund from the Water Fund will increase by Eleven Thousand Six Hundred Fifty- One Dollars, with a corresponding decrease to the Operations Reserve. Increased transfers to the General Fund from the Public Works Funds will fund 16% ($37,285) of the project, which will be split across four funds: Refuse, Storm Drainage, Wastewater Treatment, and Vehicle Replacement. Transfers to the General Fund from the Refuse Fund will increase by Nine Thousand Three Hundred Twenty Dollars, with a corresponding decrease to the Rate Stabilization Reserve. Transfers to the General Fund from the Storm Drainage Fund will increase by Nine Thousand Three Hundred Twenty-One Dollars, with a corresponding decrease to the Rate Stabilization Reserve. Transfers to the General Fund from the Wastewater Treatment Fund will increase by Nine Thousand Three Hundred Twenty-Two Dollars, with a corresponding decrease to the Rate Stabilization Reserve. Transfers to the General Fund from the Vehicle Replacement Fund will increase by Nine Thousand Three Hundred Twenty-Two Dollars, with a corresponding decrease to the Ending Fund Balance. SECTION 3. The General Fund Budget Stabilization Reserve is hereby reduced by One Hundred Thirty-Seven Thousand Four- Hundred Ninety Dollars ($137,490) to Thirty-One Million Six Hundred Eighty-Three Thousand Dollars ($31,683,000). SECTION 4. As provided in Section 2.04.330 of the Palo Alto Municipal Code, this ordinance shall become effective upon adoption. 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. INTRODUCED AND PASSED: AYES: NOES: ABSTENTIONS: ABSENT: ATTEST: APPROVED: City Clerk Mayor APPROVED AS TO FORM: City Manager City Attorney Chief Sustainability Officer Director of Administrative Services Attachment 3 ORDINANCE NO. XXXX ORDINANCE OF THE COUNCIL OF THE CITY OF PALO ALTO AMENDING THE BUDGET FOR FISCAL YEAR 2015 IN THE GENERAL FUND, ELECTRIC OPERATING FUND, GAS OPERATING FUND, WASTEWATER COLLECTION FUND, WATER FUND, REFUSE FUND, STORM DRAINIAGE FUND, WASTEWATER TREATMENT FUND, AND VEHICLE REPLACEMENT FUND AS A RESULT OF AWARD OF A CONTRACT FOR THE SUSTAINABILITY AND CLIMATE ACTION PLAN TO KEMA SERVICES, INC. (HERETO REFERENCED AS DNV) IN THE AMOUNT OF $211,845 PLUS A 10 PERCENT CONTINGENCY AMOUNT OF $21,185. IN THE GENERAL FUND, EXPENDITURES FOR CONTRACT SERVICES WILL INCREASE IN THE OFFICE OF SUSTAINABILITY BY $233,030, OFFSET BY A REDUCTION TO THE BUDGET STABILIZATION RESERVE IN THE AMOUNT OF $137,490, AND AN INCREASE TO TRANFERS TO THE GENERAL FUND IN THE AMOUNT OF $95,540. TRANSFERS TO THE GENERAL FUND FROM THE ELECTRIC OPERATING FUND WILL INCREASE BY $23,302, OFFSET BY A REDUCTION TO THE OPERATIONS RESERVE. TRANSFERS TO THE GENERAL FUND FROM THE GAS OPERATING FUND WILL INCREASE BY $11,651, OFFSET BY A REDUCTION TO THE OPERATIONS RESERVE. TRANSFERS TO THE GENERAL FUND FROM THE WASTEWATER COLLECTION FUND WILL INCREASE BY $11,651, OFFSET BY A REDUCTION TO THE OPERATIONS RESERVE. TRANSFERS TO THE GENERAL FUND FROM THE WATER FUND WILL INCREASE BY $11,651, OFFSET BY A REDUCTION TO THE OPERATIONS RESERVE. TRANSFERS TO THE GENERAL FUND FROM THE REFUSE FUND WILL INCREASE BY $9,320, OFFSET BY A REDUCTION TO THE RATE STABILIZATION RESERVE. TRANSFERS TO THE GENERAL FUND FROM THE STORM DRAINAGE FUND WILL INCREASE BY $9,321, OFFSET BY A REDUCTION TO THE RATE STABILIZATION RESERVE. TRANSFERS TO THE GENERAL FUND FROM THE WASTEWATER TREATMENT FUND WILL INCREASE BY $9,322, OFFSET BY A REDUCTION TO THE RATE STABILIZATION RESERVE. TRANSFERS TO THE GENERAL FUND FROM THE VEHICLE REPLACEMENT FUND WILL INCREASE BY $9,322, OFFSET BY A REDUCTION TO THE ENDING FUND BALANCE. The Council of the City of Palo Alto does ordain as follows: SECTION 1. The 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 16, 2014 did adopt a budget for Fiscal Year 2015; and B. Staff discussed provisional plans for the Sustainability and Climate Action Plan (S/CAP) with Council at the Earth Day study session, April 21, 2014, and did not include the S/CAP in the FY 2015 budget, but planned to come back to Council after conducting a competitive solicitation; and C. Staff issued the RFP for the S/CAP on June 2, 2014 that was intentionally both challenging in the scope it proposed and flexible in how it invited consultants to explore innovative and integrative strategies; and D. A multi-departmental evaluation panel unanimously selected the DNV team (with partners ESA, Nelson\Nygard and MIG) because of the strength of the team, their specific experience in the work required, their grasp of Palo Alto’s vision, and the merits of their proposal and plan; and E. Staff recommends that a contract for $211,845 be awarded to DNV to complete the S/CAP; and F. Funding for this project, discussed in detail in Section 2, reflects the scale, scale of impact, and the estimated scale of involvement of each department and associated funds in completing the project. SECTION 2. The net sum of Two Hundred Thirty-Three Thousand, Thirty Dollars is hereby appropriated for Contract Services Expenditures for the Office of Sustainability in the General Fund, offset by a decrease to the Budget Stabilization Reserve and an increase to Transfers to the General Fund. The Reduction to the General Fund Budget Stabilization Reserve is One Hundred Thirty-Seven Thousand Four-Hundred Ninety Dollars, and the increase to Transfers to the General Fund is Ninety- Five Thousand Five Hundred Forty Dollars split among several funds, as described below. The decrease to the Budget Stabilization Reserve reflects funding for the following departments: 15% ($34,953) from Planning and Community Environment; 10% ($23,304) from Development Services; 10% ($23,304) from Community Services; 10% ($23,304) Administrative Services; 10% ($23,304) from the City Manager’s Office; and 4% ($9,321) from Public Works. Increased transfers to the General Fund from the Utilities Funds will fund 25% ($58,255) of the project, which will be split across four funds: Electric, Gas, Wastewater Collection, and Water. Transfers to the General Fund from the Electric Operating Fund will increase by Twenty-Three Thousand Three Hundred Two Dollars, with a corresponding decrease to the Operations Reserve. Transfers to the General Fund from the Gas Operating Fund will increase by Eleven Thousand Six Hundred Fifty-One Dollars, with a corresponding decrease to the Operations Reserve. Transfers to the General Fund from the Wastewater Collection Fund will increase by Eleven Thousand Six Hundred Fifty-One Dollars, with a corresponding decrease to the Operations Reserve. Transfers to the General Fund from the Water Fund will increase by Eleven Thousand Six Hundred Fifty- One Dollars, with a corresponding decrease to the Operations Reserve. Increased transfers to the General Fund from the Public Works Funds will fund 16% ($37,285) of the project, which will be split across four funds: Refuse, Storm Drainage, Wastewater Treatment, and Vehicle Replacement. Transfers to the General Fund from the Refuse Fund will increase by Nine Thousand Three Hundred Twenty Dollars, with a corresponding decrease to the Rate Stabilization Reserve. Transfers to the General Fund from the Storm Drainage Fund will increase by Nine Thousand Three Hundred Twenty-One Dollars, with a corresponding decrease to the Rate Stabilization Reserve. Transfers to the General Fund from the Wastewater Treatment Fund will increase by Nine Thousand Three Hundred Twenty-Two Dollars, with a corresponding decrease to the Rate Stabilization Reserve. Transfers to the General Fund from the Vehicle Replacement Fund will increase by Nine Thousand Three Hundred Twenty-Two Dollars, with a corresponding decrease to the Ending Fund Balance. SECTION 3. The General Fund Budget Stabilization Reserve is hereby reduced by One Hundred Thirty-Seven Thousand Four- Hundred Ninety Dollars ($137,490) to Thirty-One Million Six Hundred Eighty-Three Thousand Dollars ($31,683,000). SECTION 4. As provided in Section 2.04.330 of the Palo Alto Municipal Code, this ordinance shall become effective upon adoption. 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. INTRODUCED AND PASSED: AYES: NOES: ABSTENTIONS: ABSENT: ATTEST: APPROVED: City Clerk Mayor APPROVED AS TO FORM: City Manager City Attorney Chief Sustainability Officer Director of Administrative Services City of Palo Alto (ID # 4947) City Council Staff Report Report Type: Consent Calendar Meeting Date: 8/18/2014 City of Palo Alto Page 1 Council Priority: Land Use and Transportation Planning Summary Title: Resolution to Accept FAA Grant Offer for Palo Alto Airport Runway & Taxiways Rehabilitation Title: Adoption of a Resolution Authorizing the Acceptance of the Allocation of Funds and the Execution of a Grant Agreement with the Federal Aviation Administration (FAA) in the Amount of $500,027 or Other Amount Specified in the FAA Grant Letter for an Airport Improvement Program Matching Grant for the Palo Alto Airport Runway and Taxiways Rehabilitation Improvement Project From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council adopt a resolution (Attachment A) authorizing the City Manager or his designee to execute a grant funding agreement with the Federal Aviation Administration (FAA) for the Palo Alto Airport Runway and Taxiways Rehabilitation Project in the amount of $500,027 or other amount specified in the FAA grant letter. Background Each year, the FAA accepts grant applications to fund projects. The applications are reviewed by the FAA with key importance being placed on improving the safety and viability of airports. Through this process, the FAA establishes and prioritizes the projects to determine which projects will receive federal funding. Discussion On June 23, 2014, Council approved the submittal of the grant application to the FAA to acquire funds needed to rehabilitate the runway and taxiways at Palo Alto City of Palo Alto Page 2 Airport (PAO) (Staff Report #4722). On August 5, 2014, the Santa Clara County Board of Supervisors approved the transfer of the PAO from the County to the City. On August 11, 2014, City Council approved the transfer and the City is now eligible to become the PAO sponsor once the FAA approves the transfer, which is expected by the end of this month. The FAA has not issued a grant offer letter and will not do so until the City is approved as a sponsor for PAO; however, due to the need to expedite the FAA’s grant offer letter and allow the City to be eligible for funding during the federal FY 2014, staff is recommending that Council adopt the attached resolution. City staff bid the project in August contingent upon federal grant approval. The lowest responsible bidder was submitted to the FAA to review. The FAA‘s portion is 90% of the total project, which is $500,027. The City’s portion of the contract is approximately $61,000, which will be reimbursed by the County in accordance with the Termination Assignment and Assumption Agreement. Upon the City’s acceptance of the low bid, the FAA will send a grant award letter to the City and staff will return to Council in September to establish the Capital Improvement Program project, approve a Budget Amendment Ordinance (BAO), and award the construction contract. The two-week construction project will take place in the fall of this year. Staff is anticipating the completion of the project and the closeout of the FAA grant by June 30, 2015. The BAO is necessary to increase the loan amount to be provided by the General Fund to the Airport fund in order to have sufficient funding in the Airport Fund for award of the construction contract. Since the project is expected to be completed in fall, it is anticipated that the FAA will reimburse the City its portion of the contract. Resource Impact A BAO to establish and fund the Palo Alto Airport Runway and Taxiways Rehabilitation Project will be brought to Council for adoption in September. The FAA will fund $500,027, or 90%, of the project’s costs and the remaining $61,000, or 10%, will be paid for by the County as agreed in the transfer agreement. The County shall pay to the City an amount equal to the lesser of $61,000 or ten percent (10%) of the actual contract awarded by the City for maintenance and repair work to the Airport taxiways and aprons pavements (Staff Report #4723). The total grant amount for rehabilitation of the runway and taxiways at the PAO from the FAA is $500,027 or other amount set forth in the grant letter. Funding City of Palo Alto Page 3 and reimbursement for the project will both occur within FY 2015 resulting in a net zero impact to the Airport Fund and the General Fund. Policy Implications This grant program is consistent with two of the City Council’s 2014 top 3 priorities: 1) Comprehensive planning and action on land use and transportation; and 2) Infrastructure Strategy and Funding. Environmental Review The FAA issued a Category Exclusion (CATEX) for rehabilitation of the runway and taxiways as it relates to the National Environmental Policy Act (NEPA) in 2011. This proposed rehabilitation project is considered as minor alterations and repairs to existing facilities and is categorically exempt from the California Environmental Quality Act (CEQA) section 15301 guidelines. Attachments: 00710444 RESO Palo Alto Airport FY 2015 FAA Grant Application (PDF) ***NOT YET APPROVED***** Resolution No. Resolution of the Council of the City of Palo Alto, California Authorizing the Acceptance of the Allocation of Funds by and the Execution of a Grant Agreement with the Federal Aviation Administration for an Airport Improvement Program Matching Grant for the Palo Alto Airport Runway and Taxiways Rehabilitation Improvement Project A. On August 5, 2014, the Board of Supervisors of the County of Santa Clara approved the transfer of sponsorship, operation and management of the Palo Alto Airport (“PAO’) to the City of Palo Alto, and on August 11, 2014, the Council of the City of Palo Alto (the “City”) approved the acceptance of the transfer of sponsorship, operation and management of PAO for the service and benefit to the Palo Alto and surrounding communities. As of the date of adoption of this resolution, the City awaits the Federal Aviation Administration’s approval of this transfer, which the City anticipates will be received at the time of grant of federal funding. B. On June 23, 2014, in anticipation of the impending transfer by the County to the City, the Council approved the submittal of, and the City submitted to the Federal Aviation Adminsitration (“FAA”), a project application for a grant of federal funds for a runway and taxiways rehabilitation improvement project at PAO (the “Project”) for FY 2014. C. The City anticipates the receipt of a grant offer issued under the FAA’s Airport Improvement Program (“AIP”) for the Project, and is ready, willing and able to agree to the FAA Grant Agreement assurances. D. The acceptance of this AIP grant funding requires the City to adopt a resolution authorizing the acceptance of an allocation of AIP grant funds and the execution of a grant agreement in connection with the Project. The Council of the City of Palo Alto RESOLVES as follows: SECTION 1. The Council hereby accepts and approves, and delegates to the City Manager or his designee the authority to accept on behalf of the City, the allocation of federal grant funds to be issued under FAA Grant Offer No. 3-06-0225-009, in an amount not to exceed five hundred thousand and twenty-seven dollars ($500,027.00) or such other amount as may be specified in the FAA grant letter, and further authorizes the City Manager or his designee to execute any and all agreements, resolutions, and other documents associated with the grant of federal funding to the City. SECTION 2. The Council finds that the adoption of this resolution, approving the execution of one or more grant agreements and other documents in connection with the receipt of federal funds relating to the Project is not subject to California Environmental Quality Act (“CEQA”), pursuant to California Public Resources Code Section 21080(b)(8) and Title 14 of 1408013 sdl 00710444 1 ***NOT YET APPROVED***** the California Code of Regulations Sec. 15273(a)(1) and (3), because the grant funds to be awarded to the City are directly related and necessary to PAO’s capital and operating costs. The Council finds that the Airport Division has presented sufficient evidence and other information with specificity to support the basis of the claim of exemption. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: ___________________________ ___________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: ___________________________ ___________________________ Senior Asst. City Attorney City Manager ___________________________ ____________________________ Director of Public Works Director of Administrative Services 1408013 sdl 00710444 2 City of Palo Alto (ID # 4881) City Council Staff Report Report Type: Action Items Meeting Date: 8/18/2014 City of Palo Alto Page 1 Summary Title: Adoption of a Park Dedication Ordinance Title: Adoption of an Ordinance Dedicating 7.7 Acres Of Land Deeded To The City By Russell Lee To Become A Part Of Foothills Park And Approve Letter Of Appreciation To The Lee Family From: City Manager Lead Department: Community Services Recommended Motion Staff recommends that Council adopt the following motion: Adopt the attached park dedication ordinance reserving 7.7 acres of land for park, recreation or conservation purposes. Authorize the Mayor to finalize and sign the attached letter of thanks to the Lee Family for the gift of the parcel to the City. Recommendation Staff recommends that Council: 1. Adopt the attached ordinance (Attachment C) reserving 7.7 acres of land deeded to the City of Palo Alto by the Russel V. Lee Trust in 1981, for park, recreation or conservation purposes, and incorporating existing granted easements; 2. Authorize the Mayor to finalize and sign the attached letter of sincere thanks to the Lee Family for the gift of the parcel to the City (Attachment D). Background In 1981, the Russel Lee Family granted a 7.7-acre parcel (referred to in documents as the “Reservation Parcel”) to the City with a deed restriction that the property “be used for conservation, including park and recreation purposes.” On March 16, 1981, the Palo Alto City Council accepted this gift by Resolution No. 5887 (Reference Attachment A - Colleague’s Memo, Report 4597, March 24, 2014, page 3). The family reserved an estate on the property until 1996 when the use of the property reverted to the City. The Lee family sold the Lee Quarry (adjacent to this site) and the reserved estate to American Title Guarantee Company (on behalf of John Arrillaga). The land is a natural extension of the Las Trampas Valley in Foothills Park (Reference Attachment A – Colleague’s memo, Report 4597, pages 10 and 11, site maps). It is City of Palo Alto Page 2 mostly a flat plain surrounded by wooded hillsides on both the north and south sides. In order to provide an additional emergency access route and underground utilities to Foothill Park and to complete the Foothill Park Erosion Control Capital Project, in 1985, the City conveyed easements for utilities, landscaping easement (exclusive - along the entire northern border of the parcel (Attachment E, Attachment E(a), and Appendix A to Exhibit A-28 (contained within Attachment C-Ordinance)), and ingress/egress on the property for underground utilities, in exchange for an easement for the drainage channel and an additional easement to create an emergency ingress and egress road connection between Foothills Park and Los Trancos Road through the property, and underground utilities. The City is required to honor the easements granted in 1985. The landscape easement will restrict public access to a steeply sloped portion of the site. For additional information regarding the exchange of the easements please see CMR: 399:5, dated July 3, 1985 (Attachment E). The City leased the land from 1996 to 2005 to the owner of a neighboring parcel (John Arrillaga), who used it as a construction staging area and for storage of blocks of stone for improvements on his property. After the termination of the tenancy by Arrillaga in 2005, the land was cleared. On August 1, 2005, the City Council granted a five-year lease to conservation partner, Acterra, Inc., for a 0.53-acre portion of the parcel closest to Foothills Park to be used as a native plant nursery for the sake of propagating plants for habitat restoration projects at the Pearson-Arastradero Preserve, Foothills Park, Mid-peninsula Open Space District, and other Palo Alto parks and creek margins (Attachment F – Staff Report; Attachment F (a) agreement). The agreement provided for two five-year extensions of the lease upon mutual consent between the City and Acterra. The City and Acterra extended the nursery lease August 2, 2010. Acterra continues to operate the nursery with an annual work plan, developed cooperatively between park staff and Acterra stewards. Acterra provides the City with an annual report of its stewardship activities, including plant propagation at the native plant nursery. The City will continue to honor the current lease with Acterra, which continues to August 2015. (Note: A similar native plant nursery used for propagating bay habitat plants is operated on dedicated park land at the Baylands Nature Preserve in the maintenance area of the Duck Pond.) Today, except for the Acterra nursery, the parcel is unused. The emergency egress route through the property was used as recently as June 13, 2014, when CalFire crews, responding to a fire at the border of Foothills Park on Page Mill Road, accessed the park from Los Trancos Road for fastest response. On March 24, 2014, Council, on an 8 - 0 vote (Scharff absent), directed staff (Attachment B – Minutes March 24, 2014 Regular Council Meeting, Item 10) to: 1) Return to Council with a Park Dedication Ordinance for this City-owned land adjacent to Foothills Park (Attachment C – Park Dedication Ordinance); City of Palo Alto Page 3 2) Outline the major options for the best uses of this land and estimated costs of such uses; 3) Present to the Parks and Recreation Commission alternatives for public uses along with natural landscape restoration for their review and for public input; 4) Establish a timeline for permanently opening the land to the public; and 5) Draft a letter of appreciation acknowledging the contribution of the Lee family to the City of Palo Alto (Attachment D). The attached Ordinance accomplishes the first of the five objectives of the Council’s motion, and protects the property as “dedicated park land” under the terms of Article VIII of the City Charter. Staff has initiated discussions on possible recreational and conservation uses for the parcel with the Parks and Recreation Commission. On March 7, 2014, the Commission appointed Commissioner Pat Markevitch and Abbie Knopper to an Ad Hoc Committee to work with staff and master planning consultants to study possible suitable uses for the property. The Ad Hoc Committee provided its first informational update to the Commission at the May 27th regular meeting (Attachment G – Minutes). A date has not yet been scheduled for Commission action on any recommendation to Council for possible ‘best uses.’ Discussion Article VIII of the City Charter states: “All lands owned or controlled by the city which are or will be used for park, playground, recreation or conservation purposes shall be dedicated for such purposes by ordinance.” Additionally the Charter states that all dedicated parklands shall be listed, with their legal description and map, in Section 22 of the Municipal Code. This report recommends dedicating the full 7.7-acre site as park land subject to existing easements. The ordinance dedicates the entire “Reservation Parcel,” including and subject to those areas where easements have been granted for utilities, landscaping or emergency ingress/egress (Attachment E (a)-color denoted easement map). In July 2014, City staff, survey consultants and Mr. Arrillaga’s staff met to review survey documents and walk the perimeter to determine whether there are deviations between property lines and fence lines. The walk-through confirmed there are no encroachments on City property, except for minor encroachments by an 8-foot high fence in three locations. City staff will direct that the fence be relocated to conform to its proper legal location according to the survey. The deed conveyance of the property adopted by Council on March 16, 1981, stipulates the land be used for “conservation purposes, including park and recreation purposes.” The adoption of the proposed park dedication would further protect this property as park land under the terms of the Palo Alto Municipal Code and Charter. City of Palo Alto Page 4 Timeline Survey of the parcel and demarkation of all property boundaries. Check the property boundaries and easement documents with property title reports. Identify and resolve any encroachment issues: the surveying and demarkation of property borders has been completed. Encroachment issues (misaligned fences) to be completed by December 2014. Second Reading of the Park Dedication Ordinance: September 1, 2014 Parks and Recreation Ad Hoc Committee Report on Best Uses to Commission: Fall 2014 Commission recommendation to Council, together with Master Plan consultant and staff cost estimates and comments: Winter 2015 Present projects for funding as part of the FY16 Capital Improvement Plan Budget process: Winter 2015 Resource Impact The property has been owned and managed by the City since it reverted to the City in 1996. The continued operation and maintenance of the property as dedicated park land would have no significant impacts on the Open Space operating budget or to the workload of park rangers. The property is adjacent to Foothills Park and can be easily monitored by rangers from adjoining trails and roads. Any additional cost necessary to monitor this property will be absorbed by the Open Space, Parks & Golf Division operating budget. The Parks and Recreation Commission, in concert with the planing efforts for the Parks, Trails, Open Space, and Recreation Master Plan, will make recommendations in 2015 for low-use recreational and conservation activities appropriate for this parcel. The Master Plan will also make recommendations for probable costs and timing suggestions for improvements to the property. These recommendations will be submitted by staff to the Capital Improvement Project budget for Council approval in the FY16 budget cycle. Policy Implications The proposed open space dedication is consistent with and implements policies in the Comprehensive Plan that guide land use, community services and facilities. Specifically, the acquisition and protection of open space land is consistent with Policies N-2 and N-4 of the Natural Environment element of the Comprehensive Plan. The parcel is is zoned “Open Space” (OS) and also has a Land Use Designation of “Open Space.” Environmental Review Dedication of this site as park land is exempt from the requirements of the California Environmental Quality Act (“CEQA”) under section 15061(b) of the CEQA Guidelines. City of Palo Alto Page 5 The intended use of the property as protected open space will not change with its dedication as park land. Therefore, the dedication of this property as park land would not result in any direct or foreseeable indirect changes to the environment. Environmental review would be required and conducted prior to any physical changes, including any development of the property for recreational activities or the construction of any recreational facilities in the future. Attachments: Attachment A - Colleague Memo - 7 acres (PDF) Attachment B - Council Minutes - Item 10 - March 24 2014 (PDF) Attachment C - Park Dedication Ordinance - Lee Property Addition to Foothills Park 7.7 acres (PDF) Attachment D - Letter of Thanks (DOCX) Attachment E - Conveyance of Easement (PDF) Attachment E (a) - color denoted easement map (PDF) Attachment E (b) - Annotated Survey Map (PDF) Attachment F - Acterra Nursery Lease CMR322-05 (PDF) Attachment F (a) - Acterra Nursery Agreement 2005 (PDF) Attachment G - Parks and Recreation Commission Minutes May 2014 (DOCX) City of Palo Alto COLLEAGUES MEMO March 24, 2014 Page 1 of 2 (ID # 4597) DATE: March 24, 2014 TO: City Council Members FROM: Council Member Schmid, Council Member Holman, Council Member Burt SUBJECT: COLLEAGUES' MEMO FROM COUNCIL MEMBERS BURT, HOLMAN, AND SCHMID URGING COLLEAGUES TO DEDICATE NEW PARKLAND IN THE FOOTHILLS GOAL The City owns a 7.7 acre parcel of land adjacent to Foothills Park. This land is deeded for “conservation, including park and recreation purposes”. The parcel is currently fenced off from any public access. These acres include an environmentally important riparian corridor. It is time this property becomes dedicated parkland accessible to the public. HISTORY In 1981, the Lee Family granted this 7.7 acre parcel (Assessor’s Parcel Number 182-46-006) to the City with a deed restriction for conservation use, including parks and recreation. The Palo Alto City Council accepted this generous gift by Resolution No. 5887 on March 16, 1981.(Attached) The family reserved an estate on the property until 1996 when it reverted to the City. The land is a natural extension of the beautiful and popular Las Trampas Valley in Foothills Park and, if accessible, would extend that valley for about a fifth of a mile northwestward along the course of Buckeye Creek. It is mostly a flat plain surrounded by wooded hillsides on both the north and south sides. The City leased the land from 1996 to 2003 to the owner of a neighboring parcel who used it as a nursery and for storage of large blocks of stone for improvements on his property. That lease expired in 2003 and the land was cleared. Today, except for a small nursery used by Acterra, it lays unused. The land contains an easement through adjoining property for emergency vehicles to Los Trancos Road. RECOMMENDATION Council to direct Staff to: 1. Return to Council with a park dedication ordinance for this City-owned land adjacent to Foothills Park; March 24, 2014 Page 2 of 2 (ID # 4597) 2. Outline the major options for the best uses of this land; 3. Present to the Parks and Recreation Commission alternatives for public uses along with natural landscape restoration for their review and for public input. 4. Establish a timeline for permanently opening the land to the public. STAFF IMPACT: The City Manager advises that the staff may accomplish the suggested directives within existing resources. Additionally, the City Manager presumes that the park dedication ordinance can return to Council on its own track and soon. The timeline for the other recommendations (2,3 &4) can proceed separately and in parallel following the dedication ordinance. MINUTES Council Member Holman preferred to maintain a rate of 5 percent. She inquired whether any percentage of the increase could be directed to specific programs. Ms. Stump explained Council Member Holman was suggesting a special tax, which required two-thirds approval by the voters. Council Member Schmid noted the Motion directed elimination of the large volume discount paid by nine specific commercial users. The Motion did not eliminate the discount for other future commercial entities. Council Member Berman agreed to delete the words "nine commercial." Mayor Shepherd felt there was no reason not to modernize the UUT. She supported elimination of the large volume discount. MOTION AS AMENDED PASSED: 8-0 Scharff absent 10. Colleagues' Memo From Council Members Burt, Holman, and Schmid Urging Colleagues to Dedicate New Parkland in the Foothills. James Keene, City Manager, reported in 2011 John Arrillaga approached Staff with an unsolicited proposal to acquire long-term access and use of 7.7 acres gifted to the City "for conservation including park and recreation purposes" by the Lee family in 1981. In January 2012 Mr. Arrillaga expressed interest in leasing the property for 25 years. His expressed interest was to secure long-term access to the property. Staff discussed potential options and requirements for a lease and a purchase. A May 2012 appraisal of the property set a value of $175,000. The City informed Mr. Arrillaga it would not consider selling the property at that appraised price. Additional offsetting parkland and a higher sale price could be factors in any City consideration of selling its interest in the 7.7 acres. On June 4, 2012 and September 18, 2012 the Council held Closed Sessions on the topic. Staff clearly indicated a policy session would need to be scheduled for public discussion of options and issues as part of any decision to proceed. The City informed Mr. Arrillaga that any sale of public land could involve the Surplus Property Act and would be subject to local bidding requirements. Mr. Arrillaga withdrew his proposal. Council Member Holman noted the consultant in the first Study Session of the evening indicated that every square foot of parkland was valuable in a built-out community. Many colleagues did not realize this land existed or that it was City owned. She requested coauthors of the Colleagues Memo be allowed to make comments prior to public speakers. Page 20 of 27 City Council Meeting Minutes: 3/24/2014 MINUTES Mayor Shepherd indicated coauthors could provide relevant comments in response to Council questions. Enid Pearson supported dedication of the 7.7 acres as parkland. She recalled that Mr. Lee offered the City the quarry and additional lands; however, the City opted not to take his offer. She suggested Staff and the Council review other lands for possible dedication as parkland. Geoff Paulsen, member of the Lee family, was appreciative of the relationship between the Lee family and the City. The land provided a valuable emergency access route. The property was flat and amenable to access by the elderly and disabled, provided a variety of habitats, and allowed connection to the network of Foothills trails. Emily Renzel was pleased dedication of the property as parkland was presented. The site offered interesting possibilities for consolidating natural areas. Winter Dellenbach shared stories about Deer Meadow and the lack of dedicating property donated to the City as parkland. John Lindon was interested in adding a trail that connected the property with trails from Foothill Park. He offered to provide a substantial portion of the cost to construct a foot bridge for the trail. Herb Borock supported the proposal to dedicate the 7.7 acres as parkland. He provided additional history regarding the City's decision not to purchase additional land from Mr. Lee. Doria Summa urged the Council to dedicate the 7.7 acres as parkland. MOTION: Council Member Holman moved, seconded by Council Member Schmid to direct Staff to: 1) return to Council with a park dedication Ordinance for this City-owned land adjacent to Foothills Park; 2) outline the major options for the best uses of this land; 3) present to the Parks and Recreation Commission alternatives for public uses along with natural landscape restoration for their review and for public input; 4) establish a timeline for permanently opening the land to the public; and 5) draft a letter of appreciation acknowledging the contribution of the Lee family to Palo Alto parks. Council Member Holman felt a letter of appreciation was overdue. Council Member Schmid was not aware the property was restricted to conservation and recreation until Mr. Arrillaga made his offer to the City. Page 21 of 27 City Council Meeting Minutes: 3/24/2014 MINUTES The property was beautiful. He had no doubt the public would support dedicating the property as parkland and opening it to public access as quickly as possible. Council Member Klein supported parkland dedication. The deed restriction limiting use to conservation and recreation did not expire and would apply to any owner of the property. Dedication added another layer of protection for the property. The Motion appeared to be inconsistent with the Parks, Trails, Open Space and Recreation Master Plan (Master Plan) process. The property should be included in the Master Plan process. AMENDMENT: Council Member Klein moved, seconded by Vice Mayor Kniss to delete item numbers 3 and 4 in the Motion and add to the end of item number 2, “and estimated costs of such uses”. Council Member Klein felt the Council should move deliberately in order to determine the City's needs. He expressed concern that the public might not be interested in additional parkland, as the usage of Foothill Park had been declining for a long period of time. The issue needed additional study before the City spent funds to develop the land. Vice Mayor Kniss visited the property earlier in the day. In order to access the property, one had to pass a maintenance yard, cross property leased to Acterra, and then cross barren land. The property should be incorporated into the Master Plan process. She presumed the parking lot and maintenance yard would need to be moved in order to extend the meadow. If the Amendment was not adopted, she hoped the Council would reconsider evaluating the property in terms of the Master Plan process. Council Member Burt did not believe the Amendment provided guidance to move the issue forward. Recommendation Number 3 did not prescribe an action or an outcome. Recommendation Number 2 could include potential costs. Recommendation Number 4 requested the establishment of a timeline. He would not support the Amendment. The property was located along a valuable riparian corridor and presented an opportunity to restore a rich, natural habitat. Acterra would embrace the opportunity to participate in restoration of the natural area. Council Member Price concurred with Council Member Klein and Vice Mayor Kniss' comments. The Amendment did not diminish the importance of property. Council Member Berman inquired whether Recommendation Number 3 would be part of the Master Plan process or a separate process. Page 22 of 27 City Council Meeting Minutes: 3/24/2014 MINUTES Darren Anderson, Open Space, Parks and Golf, indicated the Council would provide that direction. Staff would present updates to the Parks and Recreation Commission (PARC) regarding the Master Plan. Council Member Berman suggested the Motion could be revised to include the property in the Master Plan process without disrupting the objectives of the Motion. Council Member Holman did not accept the Amendment as an incorporation, because it eliminated the creation of a timeline for the land becoming public. She wanted a timeline for public access to the property. PARC could determine how the property best fit in the Master Plan process. PARC should provide the Council with guidance regarding integration of the property into the Master Plan process. Council Member Berman reiterated that Staff was seeking Council direction and the Council was referring it to PARC. Council Member Holman felt the PARC was the lead body in the Master Plan process. She could not state whether the property should be part of the Master Plan process or an independent process. Council Member Berman referenced an email from Acterra regarding its nursery located on the property and requested Staff comment. Mr. Anderson noted Acterra used approximately 1/2 acre for its nursery. He did not believe that use was inconsistent with conservation and recreation uses. Any action regarding Acterra's nursery would depend upon PARC and Council decisions regarding use of the area. Council Member Berman was pleased by the prospect of Acterra being allowed to continue use of the property. Mr. Anderson wished to continue the successful relationship with Acterra. Mr. Keene added a firehouse was located in the park. An Acterra shed could be accommodated as well. Council Member Berman would support the Motion. He encouraged PARC to include the property in the Master Plan process if that was appropriate. Mayor Shepherd inquired whether the yellow house on the property was the Lee's home when they lived on the property. Mr. Paulsen believed the house was moved onto the property and utilized as the gardener's home. Page 23 of 27 City Council Meeting Minutes: 3/24/2014 MINUTES Mayor Shepherd understood Mr. Arrillaga was attempting to make the old quarry habitable; however, the property was the staging area for Mr. Arrillaga's work. She expressed concern that the Motion did include a provision for estimating costs. She preferred to retain Acterra's use of the property. The Motion did not address many of her concerns. She referenced problems with maintaining Buckeye Creek. She would support the Amendment. Council Member Schmid would not support the Amendment. Many issues needed to be resolved. The Amendment would delay any action on the property. AMENDMENT FAILED: 4-4 Berman, Burt, Holman, Schmid no, Scharff absent AMENDMENT: Council Member Berman moved, seconded by Council Member Klein to add “and estimated costs of such uses” into item number 2 of the main Motion. Council Member Holman suggested identification of costs should be a separate recommendation. Costs would be identified after PARC review. Council Member Berman felt costs should be estimated first to aid PARC's analysis of options. Council Member Holman would not accept the language. Council Member Klein believed as responsible stewards the Council should know costs prior to considering uses. Vice Mayor Kniss felt the costs should be considered in order to best restore and utilize the land. AMENDMENT PASSED: 7-1 Holman no, Scharff absent Mayor Shepherd noted one of the neighbors maintained Buckeye Creek, and inquired whether the City could collaborate with the neighbor on that work. Mr. Anderson suggested opening the property to the public could cause neighbors to fence their properties and, thus, remove the incentive for the neighbor to continue the work. Mayor Shepherd asked if the City would need additional equipment at the property. Mr. Anderson responded yes. Page 24 of 27 City Council Meeting Minutes: 3/24/2014 MINUTES Mayor Shepherd inquired whether there was any possibility for neighbors to continue some maintenance on the property. Mr. Anderson indicated Staff would need to discuss it with neighbors. Mayor Shepherd believed the City would need a plan for maintenance once the property was opened to the public. Mr. Keene understood the Council would direct Staff to work through the Commission process regarding options. Council Member comments did not prescribe or limit options; therefore, other resources could be leveraged. MOTION AS AMENDED PASSED: 8-0 Scharff absent STATE LEGISLATIVE DISCUSSION AND POTENTIAL ACTION 11. Endorsement of AB 1799 - (Gordon) to Modify State Law Governing Funding for the Long-term Stewardship of Mitigation Properties by Public Agencies. James Keene, City Manager, believed Staff could have proceeded with the item under existing Council policy guidelines. Requiring local jurisdictions to prefund the lifetime care and maintenance of a mitigation would necessitate a significant amount of cash. Assemblyman Gordon's bill included some qualifications to ensure local governments could meet standards and requirements. This was an important piece of legislation to support environmental initiatives and to have them be practicable. Stephanie Munoz stated the State forced actions onto cities without taking responsibility for funding those actions. The Council should recognize the reasons for the State's demands. Herb Borock did not believe the Council should take action without having the bill for review. There would be other opportunities for the Council to state its position, after it had reviewed the bill. The summary language was too broad. The bill would be applied retroactively. MOTION: Vice Mayor Kniss moved, seconded by Mayor Shepherd to direct Staff to send a letter of support on the City Council’s behalf to Assembly Member Rich Gordon in support of Assembly Bill 1799 (AB 1799). Vice Mayor Kniss indicated the law would modify State law governing funding for the long-term stewardship of mitigation properties by public agencies. Page 25 of 27 City Council Meeting Minutes: 3/24/2014 *****NOT YET APPROVED***** Ordinance No. __________ Ordinance of the Council of the City of Palo Alto Dedicating 7.7 Acres of Land Adjacent to Foothills Park For Park, Playground, Recreation or Conservation Purposes The Council of the City of Palo Alto does ORDAIN as follows: SECTION 1. Section 22.08.410 of Chapter 22.08 of Title 22 of the Palo Alto Municipal Code is hereby added to read, as follows: “22.08.410 Lee Property – Addition to Foothills Park. That certain parcel of land known as the Lee Property (addition to Foothills Park), as delineated and described in Exhibit A-28 and attached hereto, is hereby reserved for park, playground, recreation or conservation purposes.” SECTION 2. The Council finds that the adoption of this ordinance does not meet the definition of a “project” under the California Environmental Quality Act pursuant to California Public Resources Code Section 21065; therefore, no environmental impact assessment is necessary. // // // // 1 140708 sdl 00710425 *****NOT YET APPROVED***** SECTION 3. This ordinance shall become effective upon the expiration of thirty (30) days from its passage. INTRODUCED: PASSED: AYES: NOES: ABSTENTIONS: ABSENT: ATTEST: ____________________________ ____________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: ____________________________ ____________________________ Senior Assistant City Attorney City Manager ____________________________ Director of Community Services 2 140708 sdl 00710425 *****NOT YET APPROVED***** EXHIBIT A-28 All of that certain real property being a portion of the Rancho El Corte De Madera, situate in the City of Palo Alto, County of Santa Clara, State of California, and being more particularly described as follows: BEGINNING at a ¾-inch iron pipe at the northeasterly corner of that certain tract of land described in the deed from Russell V. Lee, et ux, to Richard Stanford Lee, et ux, dated December 30, 1956, and recorded December 3 1956 in Book 3696 of Official Records at page 382, Records of Santa Clara County, California; thence S. 15° 24’ 19” E. along the easterly line of said tract 1083.65 feet; thence S. 72° 08’ 48” W. 595.53 feet; thence S. 38° 48’ 32” W. 179.00 feet; thence 48” W. 593.53 feet; thence S. 12° 01’ 23” E. 488.00 feet; thence 32° 25’ 26” W. 229.44 feet to an iron pipe marking the southwest corner of a quarry, said last-named corner being the TRUE POINT OF BEGINNING; thence S. 68° 17’ 19” E. 1048.00 feet to an iron pipe; thence 57° 28’ W. 60 feet, more or less, to a fence post marking a corner in the northwesterly boundary line of the lands of the City of Palo Alto known as “Foothills Park,” as said lands are described in “Exhibit A” of the agreement between said City and Russell V. Lee and Dorothy Womack Lee, dated December 8, 1958 and recorded December 10, 1958 in Book 4254 of Official Records at page 695, et seq., Records of said County; thence following said boundary line of Foothills Park S. 57° 28’ W. (called 55° 54’ W. in said “Exhibit A”) 435.35 feet; thence leaving said park boundary, N. 32° 32’ W. 5.00 feet; thence N. 64° 09’ W. 263.50 feet; thence N. 71° 21’ W. 117.50 feet; thence N. 29° 16’ E. 246.32 feet to the TRUE POINT OF BEGINNING, containing 7.70 acres, more or less, and being a portion of the Rancho El Corte De Madera. 3 140708 sdl 00710425 *****NOT YET APPROVED***** EXHIBIT A-28 APPENDIX A TO CHAPTER 22.08 OF TITLE 22, PARKS (Record of Survey of 7.7 acre site) 4 140708 sdl 00710425 June 2, 2014 Members of the Lee Family c/o Mr. Geoffrey Paulsen 10557 Randy Lane Cupertino, CA 95014-2037 Dear Friends – On behalf of the City Council and citizens of Palo Alto, I wish to warmly thank the members of the Lee Family for the amazing legacy created by Dorothy and Russel Lee in the creation of Foothills Park, and the expansion of the park with the gift of the deed of seven additional acres of land in 1981. More than just a gift of land, the creation of Foothills Park has helped to establish the deeply held value of stewardship of parks and open space lands that Palo Altoans cherish so dearly. Since the Foothills Park opened to the public in 1965, an average of 100,000 visitors come to Foothills Park each year to picnic, hike, camp, explore nature, appreciate wildlife and create life-long memories with friends and family. That’s nearly four million total visitors since the park opened! The 7.7-acres of additional land deeded to the City by the Lee Family will further enhance the recreational, conservation and stewardship opportunities for visitors to enjoy. Although this thank you letter is long overdue, please know how truly grateful our community is for the vision and leadership Russel and Dorothy demonstrated in their wish for the Lee Ranch to become a permanently-protected wildlife refuge and park for the people of Palo Alto. Very Cordially, Nancy Shepherd Mayor CMR :322:05 Page 1 of 3 TO: HONORABLE CITY COUNCIL FROM: CITY MANAGER DEPARTMENT: ADMINISTRATIVE SERVICES AND COMMUNITY SERVICES DATE: AUGUST 1, 2005 CMR: 322:05 SUBJECT: LICENSE AGREEMENT WITH ACTERRA FOR OPERATION OF A NATIVE PLANT NURSERY AND RESTORATION OF A 0.53 ACRE PORTION OF A CITY-OWNED 7.7-ACRE PARCEL ADJACENT TO FOOTHILLS PARK RECOMMENDATION: Staff recommends that Council hold a public hearing and approve the attached license agreement between the City and Acterra to permit the operation of a non-profit native plant nursery and restoration of a 0.53-acre portion of a City-owned 7.7-acre City-owned parcel adjacent to Foothills Park. BACKGROUND In 1981, the Lee family granted a 7.7-acre parcel to the City of Palo Alto for purposes of conservation, including park and recreational purposes, reserving an estate until March 1996. Subsequently, the remainder of the estate in the parcel and the adjacent Lee Quarry were sold to John Arrillaga, who developed a family estate on the Lee Quarry and used the parcel for nursery and stonemason operations related to his development. When ownership of the parcel reverted to the City in 1996, the City leased the parcel to Mr. Arrillaga to continue his nursery and stonemasonry operations. The lease terminated in 2003 and Mr. Arrillaga subsequently removed his improvements from the parcel. On November 12, 1996, Council approved the Arastradero Preserve Management Plan and the concept of a Stewardship Agreement for habitat conservation and restoration. On April 28, 1997, Council approved a five-year contract, with a five-year option to extend, with Bay Area Action to act as the steward of the 609-acre Enid Pearson-Arastradero Preserve and to implement action steps of the Arastradero Management Plan (CMR:199:97). Restoration efforts were so successful that the Peninsula Conservation Center Foundation awarded Bay Area Action a Business Environmental Award at the Foundation’s annual ceremony November 12, 1999. In 2000, Bay Area Action merged with the Peninsula Conservation Center Foundation to become a new organization named Acterra. In accordance with the Stewardship Agreement, Acterra has faithfully pursued all of the goals of the Arastradero Preserve Management Plan. Acterra has also annually mapped both native California grasses and invasive weeds throughout the Preserve in order to evaluate the effectiveness of various control methods and to monitor the spread of both weeds and nurtured native plant stands. In 2002, the original 5-year term of the Stewardship Agreement was extended another five years. CMR :322:05 Page 2 of 3 In 2004, Acterra lost its native plant nursery facility (outside the City of Palo Alto) to commercial development and was in urgent need of a new location. In August 2004, Acterra received Architectural Review Board (ARB) approval for a small nursery maintenance structure on a portion of the 7.7 acre parcel. Under the direction of City staff, Acterra has been operating the nursery on a month-to-month agreement pending development and approval of a long-term agreement. DISCUSSION The purpose of the attached license agreement (Agreement) is to have the City and Acterra cooperate in the preservation, protection and enhancement of the 7.7 acre parcel, the Preserve, local creeks and other open space areas. Under the direction of the City staff, Acterra will operate a non-profit nursery facility on a 0.53 portion of the parcel to grow native plants and trees to be placed in parks and to propagate native plants for re-vegetation of the 7.7 acre parcel, the Preserve and other open space areas. Acterra will be responsible for providing all labor, materials and supplies necessary to germinate and maintain plants; and for furnishing all water, electricity and other utilities needed for operation of the nursery. City staff and Acterra meet annually to review Acterra’s annual work plan of activities to be carried out on the 0.53-acrea portion of the parcel including the restoration of that portion of the parcel and other primary restoration sites. They will also jointly develop performance objectives and standards for Acterra’s activities, including but not limited to the number and location of plants to be planted each year. On or before August 1 of each year of the agreement, Acterra and City staff will conduct a performance review to evaluate the activities that have been carried out on the 0.53 acre portion of the parcel and other restoration sites for the past fiscal year, and to determine conformance to the agreed- upon performance objectives and standards. The performance review shall serve as a basis for consideration of any extension of the term of the Agreement. Under the terms of the Agreement, the City shall retain the right of overall management of the 7.7-acre parcel; review of all activities proposed for the parcel; and, responsibility for fire management and maintenance of the creek and the ingress and egress road. Either party may terminate the Agreement, without cause, upon 90 days written notice to the other party. The City may revoke the Agreement for cause immediately upon providing written notice to Acterra. RESOURCE IMPACT Acterra will be responsible for all costs associated with the installation and operation of the nursery and habitat restoration and maintenance. Minimal Open Space Division staff time will be required to supervise this project. POLICY IMPLICATIONS: In accordance with Policy and Procedures 1-11, Leased Use of City Land/Facilities, the public has been notified of the Council’s consideration of the proposed agreement. The proposed agreement represents an extension to the City’s previous use of volunteers and is in accordance with Policy and Procedures 1-15, Public/Private Partnerships, which encourages the cooperation between the City and the private sector or nonprofit organizations in providing services, facilities or other capital projects to the community. The proposed agreement does not represent any changes to existing City policies and is in conformance with the Comprehensive Plan and the Palo Alto Municipal Code. CMR :322:05 Page 3 of 3 ENVIRONMENTAL IMPACT ASSESSMENT: The License Agreement does not involve a change of use and therefore is exempt from the requirements of the California Environmental Quality Act (CEQA) under Section 15301, Class I, existing facilities. The August 20, 2004 ARB approval of the nursery facility noted that the nursery project is exempt from the provisions of CEQA per section 15303, which exempts the construction of a limited number of new, small facilities less than 2,500 square feet in floor area. The total of 1,200 square feet of structures falls within the requirements of this section. PREPARED BY: ______________________________________________________ MARTHA MILLER Senior Financial Analyst GREG BETTS Division Manager, Open Space DEPARTMENT HEAD APPROVAL: CARL YEATS Director, Administrative Services CITY MANAGER APPROVAL: ____________________________________________ EMILY HARRISON Assistant City Manager ATTACHMENTS: Attachment A Map of the 7.7 acre City-owned Parcel and the .53-acre Property Attachment B License Agreement cc: Acterra APPROVED Approved Minutes 1 1 2 3 4 MINUTES 5 PARKS & RECREATION COMMISSION 6 REGULAR MEETING 7 May 27, 2014 8 CITY HALL 9 250 Hamilton Avenue 10 Palo Alto, California 11 12 Commissioners Present: Stacey Ashlund, Deirdre Crommie, Jennifer Hetterly, Abbie 13 Knopper, Ed Lauing, Keith Reckdahl 14 Commissioners Absent: Pat Markevitch 15 Others Present: Council Liaison Greg Schmid 16 Staff Present: Daren Anderson, Greg Betts, Sally Camozzi, Rob de Geus, Peter Jensen 17 I. ROLL CALL CONDUCTED BY: Sally Camozzi 18 19 2. Ad Hoc Committee Report on 7.7-Acre Property in Foothills Park To Be Dedicated 20 as Parkland. (Formerly Item Number 5) 21 22 Daren Anderson: Daren Anderson, Division Manager, Open Space Parks and Golf. 23 Council gave staff two directives concerning the 7.7-acre, undeveloped piece of land 24 sandwiched between Foothills Park and Mr. John Arrillaga's property. The first directive 25 was to get the 7.7 acres dedicated as parkland as soon as possible. The second was to 26 have staff develop some options for that and bring it to the Commission on how we might 27 utilize this piece of land. The first priority really is to get that 7.7 acres dedicated as 28 parkland. The first step of that is to have it surveyed. We had our City Surveyor come 29 out and mark the area. There wasn't a lot of utilities. It was just typically what they use 30 to stake out areas and find exactly where the property lines are. It took him a good deal 31 of time, and he still hasn't completed it. So we've contracted that out to a subcontractor, 32 another surveyor who will have that work completed. This will be a record of survey and 33 map that will be submitted to the County on June 10th. We anticipate that work being 34 completed. They haven't yet begun. A contract's just being finalized now, and we'll have 35 that person on board soon. That will firm up exactly where the boundaries are. I met 36 with Mr. Arrillaga's staff person, Mike Wisowaty to talk a little bit about this. He's 37 managed that land for about 25 years now. When I say managed it, I mean when John 38 APPROVED Approved Minutes 2 Arrillaga had the lease, he would be the person grooming it, moving the materials there. 39 When the lease ended, he would also continue to take care of the drainage ditches and the 40 creek which has sediment deposits. If someone doesn't clean that up, eventually the 41 sediment reaches a point where the water flows over the creek and starts flooding both on 42 our property in Foothills Park and on the residents down below, which would be Mr. 43 Arrillaga and others. He's continued to do that. I talked to him a little bit about those 44 fence lines. We're not totally sure those are exactly on the property line. He said he 45 understood that, and he's on board and working with us. When the surveyor comes out, 46 probably June 2nd, he'll have access to the side areas just outside the fence lines to make 47 sure we have everything accurate. That's the priority and that's what we're focusing on 48 right now. However, I did meet with the ad hoc committee working on this, 49 Commissioner Markevitch and Commissioner Knopper, to discuss some initial, high-50 level ideas for what could possibly go there. Council had asked us to come back with 51 cost estimates. We're really not at that phase of development. The amount of effort and 52 time that would go into developing a conceptual plan to get to the cost estimates, if we 53 were to pay MIG, we'd be in the neighborhood of $10,000-$15,000 to have them put 54 together six fully developed cost estimates with drawings, designs. So you're going to 55 spend a chunk of money. It seemed to me to be prudent to meet with the ad hoc 56 committee and flesh some of this out before discussing it with the Commission, so that 57 we're not investing too much money that we don't really want to. As well as it's a little 58 bit "the cart ahead of the horse" before we get to exactly where the boundaries are. So 59 that's where we are. When we met with the Commissioners, staff suggested again four or 60 five general concepts. The first being the least invasive, the least likely to generate high 61 costs, and probably the least invasive in terms of privacy for the surrounding area. 62 Acterra, who has the nursery site, they have a lease for another two years with an option 63 for five more. And the Arrillaga property adjacent. This concept was a habitat 64 conservation study area where we would restore it with native trees and shrubs and 65 probably small grassland and still maintaining that emergency evacuation route. Likely 66 involved in that would be, even this being the most basic, you'd still probably have to 67 scrape out the first couple inches of dirt. It's all heavily compacted. It's mixed with base 68 rock. Not a good situation for restoration, so we'd probably have to remove some of that 69 and add some amendments. The actual flat area where we would probably do most of the 70 re-vegetation is more like 2.3 acres, 2.5 acres. The rest is either sloped or in the creek. 71 Not all the 7.7 acres would be totally developed under the concept of restoration. Some 72 of it is already forested, has the trees on it, that have been planted. A lot of redwoods are 73 up there. That could look a lot of different ways. You could invite in special groups to 74 do some sort of environmental study. There are a lot of different ways. You could 75 minimize the amount of access you wanted in any number of ways. That's on the low 76 end for all things; costs, number of people accessing the site and everything else. Every 77 single scenario involves restoration in my mind. I think we agreed on that too. 78 Everyone's been to the site and knows what it looks like. It's an area that's been scraped 79 clean and it's been storing rock and it looks like it. Every scenario had some element of 80 APPROVED Approved Minutes 3 restoration in it. The same would be for this second one, restore the area with native 81 vegetation and include a simple loop trail. This would be your basic one. Not an in-and-82 stop trail but a loop. It could still be in there I believe while incorporating the emergency 83 evacuation route. That would have to be there and is existing. Still work around the 84 creek, probably add a couple of simple benches. Something like that so you'd have 85 access. There are some pros and cons that I'll get to in a little bit, just to flesh out some 86 of the thinking that went into these ideas. The third idea was Commissioner Knopper's 87 and I'll let her elaborate on this one. We could restore the area and add some sort of 88 group meeting area. We could have public art there. It could be some sort of small, 89 natural pavilion where people could gather and meet; different from what we currently 90 have at the site where we have an interpretive center, where people meet and that's 91 common and we have picnic areas. This was a little different. We had talked about it 92 being without all the amenities, no picnic tables, but it would have a nice seated area with 93 shade. As we escalated up the ideas as to cost and more impact, we got to the ideas of 94 group picnic areas and campgrounds. The challenges that those things pose are a lack of 95 utilities. There currently isn't water or sewer or parking in that facility and all the things 96 that would necessarily come with that. We already have a group picnic area nearby with 97 parking that just meets that, just barely. You would have to add parking if we were going 98 to add an element like that. Where would that go: How would that fit? I don't know. It 99 would be a challenge. And the same would go with the camping. When you add those 100 other elements, you would need bathrooms, parking, and a few other things. So those 101 were some of the ideas we kicked off. There are a few complications that I think we 102 discussed a little bit. The Acterra site is there. I did have a private discussion with 103 Acterra, Alex Von Feldt, one of the leads at the agency. She explained a couple of 104 thoughts to me. One is that they're excited about the concept of planting this area. I 105 won't be too elaborate because I know you've read a number of letters that have been 106 written on behalf of Acterra. As we discussed it, she said they'd like to maintain the 107 nursery where it is if possible, but they were open to moving it if need be, maybe take 108 advantage of some more sun. That's a rather shaded area. Depending on what design we 109 came up with, Acterra would very much like to keep the nursery somewhere in there 110 unless they could find a more advantageous place in there. They hoped not to be 111 removed. From a staff perspective, it has been a mutually beneficial relationship. One 112 we would certainly like to continue. It's beneficial to the City and beneficial to our 113 habitat to have that one continue. The creek is another challenge. Buckeye Creek comes 114 down right through that parcel, as we've all seen. Some of the things about the creek is 115 upstream we have an erosion problem. A lot of sediment is coming down off that creek 116 right into this area and it needs to be cleaned out. It needs to be serviced about annually. 117 The gentlemen I mentioned earlier, Mike Wisowaty who works for Mr. Arrillaga, says 118 about each year he brings his backhoe out there and cleans up the sediment. Somehow 119 we'd have to, unless we're addressing that upstream problem which is not likely to happen 120 in the short-term, we're going to have to continue to allow access for some heavy 121 equipment to get down to these areas and service them. Another complication and 122 APPROVED Approved Minutes 4 something to take into account as we look at these different scenarios. With the creek 123 traveling through, there's a certain sensitivity to riparian habitat. There are some 124 exceptions, but typically you have a setback of a certain number of feet. We looked 125 through some of the documents that pertained to that and I can share it in more detail 126 later when we do a formal proposal. There are different setback requirements off that 127 creek that limit what you can put next to it. Parking, for example, is one that typically 128 would not be allowed within a certain number of feet, typically 100 feet, of a creek. We 129 can get more details on that later. I did mention the emergency access route. Another 130 challenge that we thought of is you're traveling right through the Foothills Maintenance 131 Shop area, which is traditionally not an area where we've allowed anyone to pass 132 through. We would have to make some security changes on how we have it. We have 133 staff vehicles stored there. We have equipment. We have a maintenance shop with tools. 134 So they'd be passing through there. Not insurmountable but certainly a challenge and 135 maybe less than ideal. Acterra also would face security issues, because right now there is 136 a gate there that doesn't allow people. Their facility is unsecured. That keeps the deer 137 out. If we now had access with a number of these different options that we talked about, 138 they would have to make some significant changes, probably fencing the entire perimeter 139 of their 1.5 acres they lease through the City, to keep both deer and people out. I think 140 they maintain, and maybe Alex can correct me, something like $100,000 worth of plants 141 at the peak of planting season. So a significant amount of value in materials stored 142 onsite. Again when I met with Mike Wisowaty, he said the chief thing he hoped I would 143 convey to the Commission is that they are willing to be good neighbors and help with the 144 fence installation and to continue to service the creek and the drainage ditches, which is 145 very generous and helpful. Their big concern was security and privacy. They would like 146 that taken into account as much as possible. Again we have not conducted any cost 147 analysis for the possibilities and suggestions that we've put forth so far. That concludes 148 my presentation. 149 150 Commissioner Knopper: Thank you, Daren. You said everything very eloquently. 151 There are so many things that have to come first with regard to the actual surveying and 152 figuring that out and then just really understanding the specifics of the restrictions with 153 regard to the creek and what we can and cannot put close to it. That's really going to 154 limit what can be done there with regard to any kind of real infrastructure like sewage or 155 for camping, bathrooms, parking, etc. I guess I'd open it up to any questions at this point. 156 157 Chair Hetterly: We have a member of the public to speak, and then we'll have questions 158 and comments. Alexandra Von Feldt. 159 160 Alexandra von Felt: Would you like me to use the microphone? 161 162 Chair Hetterly: Yes, please, because it goes to the recorder. 163 164 APPROVED Approved Minutes 5 Ms. Von Feldt: Thank you, Commissioners. As Daren previously introduced, I'm 165 Alexandra Von Feldt and I'm with Acterra Stewardship Program. Acterra has a long 166 history with the City of Palo Alto as some of you may know. We've been working in 167 Arastradero Preserve and along San Francisquito Creek for over 15 years now. What we 168 do is help improve the ecology of these parks and open spaces using community 169 volunteers to do the work. Last year we were also awarded the contract for Foothills 170 Park, so we've started working there as well. It's been a great partnership, and I mean 171 that in the true sense of the word. As we do get from the City help to do some of the 172 stewardship, we also go out and seek other sources of funds that benefit the City of Palo 173 Alto. For example, this past year we were successful in raising $200,000 for our work in 174 Arastradero, in Foothills Park, and along San Francisquito Creek. All that directly 175 benefits the City. To do all this, we need to grow plants that are native to these different 176 watersheds, so our native plant nursery is the place where we grow all these plants. Not 177 only do we supply the plants for our own projects, but we also do it for other regional 178 partners, like Midpeninsula Regional Open Space District. They're in the Pajaro River 179 Restoration Project. Post sometimes buys plants from us as well. We're a really 180 important regional resource. I wanted to introduce myself to you all here today. I'm 181 more than happy to answer some questions. Daren also gave you some background on 182 what he and I had discussed. We're really happy about the change in designation of the 183 park, because it's (inaudible) to really secure the future of it for that 7.7 acres. We hope, 184 as he said, to continue our nursery operation. We think it could integrate very well. We 185 already have volunteers that come and work at our nursery on a regular basis, but we 186 could expand that and have an open house maybe once a month where people from the 187 public could come in and visit the nursery either to learn about native plants or just about 188 restoration ecology in general. Of course, we have regular weekend workdays at 189 Foothills Park. I support Daren's idea for the lighter approach, just given the site. I think 190 most of you have seen it. It's going to take a while just to try to rehabilitate it and get it 191 back up to where we can grow a plant in it. There are also some really nice ideas for the 192 future. At one of our other sites in Redwood Grove and Los Altos, we actually did a 193 natural willow sculpture that also doubled as erosion control for a creek bank. We did it 194 with a local artist and involved the community in creating this natural structure. There 195 are things like that that we could pursue in the future. Thank you again. 196 197 Chair Hetterly: Thank you. All right, I'll open it to questions and comments. 198 Commissioners? 199 200 Commissioner Reckdahl: You mentioned the possibility of having a trail go through 201 there. Is there any way to interleave that or have that connect with existing trails or 202 would that be a loop by itself? 203 204 Mr. Anderson: It would be a standalone loop. 205 206 APPROVED Approved Minutes 6 Commissioner Reckdahl: There's no way to connect behind the shed and connect up to 207 Los Trancos or the other trails on that side of the creek? 208 209 Mr. Anderson: Not without significant impacts. It's fair to say the main road that comes 210 through the picnic area and through the shop area is walked commonly. So that is, in a 211 way, a trail. Not in the conventional sense that we think of open space trails, but it's used 212 commonly. You would still have connectivity with all the trailheads that come off that 213 main road. 214 215 Commissioner Reckdahl: When you come down Los Trancos and you want to cross over 216 and go behind the interpretive center, you still have to walk across the grass. It would be 217 nice if you could just stay on a trail and loop around. That would make for a nicer 218 experience. I don't know if there's room there even if we wanted to connect it up, 219 whether we could. 220 221 Mr. Anderson: I don't think so. I think it would be too many private parcels you'd be 222 slicing into to get through to that. I can take a closer look at it. 223 224 Commissioner Reckdahl: Does the shed go right up against the creek or is there some 225 space between the sheds? 226 227 Mr. Anderson: The maintenance shop? 228 229 Commissioner Reckdahl: Yes, the maintenance shop. 230 231 Mr. Anderson: Yes, it's right next to it. 232 233 Commissioner Reckdahl: Right on the creek. We talked about a CIP last year for 234 Buckeye Creek. That was shelved and it's on next year's list for potential. 235 236 Greg Betts: Staff does intend to resubmit that one. 237 238 Commissioner Reckdahl: When we do take care of that erosion, are we going to do 239 something like serpentining the creek to try and slow down the velocity? 240 241 Mr. Anderson: That was what we submitted money for, not for action but study, to tell us 242 the best technique. We need a hydrological expert to come in and look at that stretch and 243 tell us the best way to deal with it. 244 245 Commissioner Reckdahl: They way we've done it in Wild Horse Valley with the rocks 246 and casing, that seems very secure now. There's not a lot of erosion there. 247 248 APPROVED Approved Minutes 7 Mr. Anderson: It is. That's a robust structure. It's called gabion rock. They put the rock 249 in cages, and it's very stable. The problem is it causes down cut, so you keep going 250 deeper and deeper. If you look at sections of the creek, now it's very, very deep where 251 normally that would not be the case. It's scouring the bottom and sending all the 252 sediments (crosstalk). 253 254 Commissioner Reckdahl: Along that grassy area, it gets really deep there. 255 256 Mr. Anderson: Yes, that's right. 257 258 Commissioner Reckdahl: Now originally that creek was down the center of the grassy 259 area. 260 261 Mr. Anderson: Like most creeks, I bet it meandered, just like all the creeks that pass 262 through the Baylands and everything else. 263 264 Commissioner Reckdahl: We've seen a lot of erosion on that. Would we ever sacrifice 265 some of that grassy area and move the creek further towards the center, towards its 266 historical path. 267 268 Mr. Anderson: I think that's within the realm of possibility and may be necessary, 269 depending on what the hydrological study ends up telling us. I know Acterra is working 270 on this. They got a grant to do some vegetation work down there. We had hoped this 271 CIP would coincide nicely with what they're doing.. They're going to do some native 272 planting in and around the area, which will help and no doubt will be part of a long-term 273 solution. I don't have the answer. 274 275 Commissioner Reckdahl: That wall opposite the interpretive center is almost vertical at 276 some spots. 277 278 Mr. Anderson: Yes, that's right. 279 280 Commissioner Reckdahl: It's not surprising we have a lot of erosion, just because it's so 281 steep. 282 283 Mr. Anderson: You're absolutely right. 284 285 Commissioner Reckdahl: The sheds are at the end of the current valley or the current 286 property, right? 287 288 Mr. Anderson: There's a gap. There's a row of redwood trees, a parking lot that services 289 the oak grove group picnic area, and then the shop. 290 APPROVED Approved Minutes 8 291 Commissioner Reckdahl: Is there any long-term desire to move the shop and swap where 292 the shop and the 7.7 is? 293 294 Mr. Anderson: We had internally kicked that around as an idea. 295 296 Commissioner Reckdahl: Is it just money? 297 298 Mr. Anderson: Yes. 299 300 Commissioner Reckdahl: If we had the money to do it, would we want to do that? Or do 301 we want to keep this 7.7 as a little nook and leave the maintenance shed where it is? 302 303 Mr. Anderson: We haven't even gotten to the point where we know we could fit it in 304 there yet. I think it's premature for me to answer that one. I'm not sure if operationally 305 you could transport that whole thing. There's gas there that we just had upgraded. If you 306 were to pick that whole thing up, it would be very, very challenging. 307 308 Commissioner Reckdahl: Is it gasoline? 309 310 Mr. Anderson: Diesel and gasoline. This is to service our vehicles. 311 312 Commissioner Reckdahl: Is it underground? 313 314 Mr. Anderson: It's a vaulted, concrete-bound unit. It just took us ten years to get it 315 recertified and rebuilt. It was a very long process to get it solid. It's much needed, 316 because it services both us and Station 8 of the Fire Department. Whether we could pick 317 that up and how close and where that would fit, I don't know. 318 319 Commissioner Reckdahl: Do you have any feeling whether the neighbors would be 320 receptive to that? Would they rather have a maintenance shed or a picnic area? 321 322 Mr. Anderson: We did ask. I did speak with Mr. Arrillaga's representative and he was 323 open to the idea. In general, their chief concerns would still be privacy and security. 324 They're open to the idea. 325 326 Commissioner Reckdahl: In some ways a maintenance yard where the public can't go 327 would be a buffer to the neighbors. 328 329 Mr. Anderson: Then you'd have the rest of the park contiguous. Certainly there are 330 advantages to that. It's just all the challenges of picking up that entire operation and 331 whether it would fit and everything else that goes with it. 332 APPROVED Approved Minutes 9 333 Commissioner Reckdahl: How about the Acterra greenhouse? If it wasn't there, would 334 we pick that as a spot or do we know of better spots where we'd put it if we were starting 335 from scratch? 336 337 Mr. Anderson: What Alex told me was there would be advantages to move that in other 338 places where they could get more sun. If they were starting from scratch, they would 339 probably choose an area where they could maximize the sun. There are a few challenges 340 there though. Their proximity to the shop allows for water to be run over. If we moved 341 them too far, we would no doubt have to put in some water lines, which is not 342 insurmountable by any means, just an added step. 343 344 Commissioner Reckdahl: The shop has electric and it has water, but it doesn't have 345 sewage. 346 347 Mr. Anderson: Correct. 348 349 Commissioner Reckdahl: And the nearest sewage is at the interpretive center. 350 351 Mr. Anderson: No. There is a sewer line that runs up to the oak grove picnic area which 352 is nearby. 353 354 Commissioner Reckdahl: So it's not that far. It would be doable but not convenient. 355 356 Mr. Anderson: Right. 357 358 Vice Chair Lauing: First just a question of the ad hoc committee and Daren. What are 359 you feeling like the overall timetable is to work through this process to get to a point of 360 making a recommendation? I'm not going to suggest we hold you to this. Is it a year, six 361 months? What do you think we're going to have to go through to get this? Coupled with 362 that, what's the next step to start down that path? 363 364 Commissioner Knopper: Honestly we haven't discussed that. We're talking about it right 365 now, to have some sort of recommendation by the end of the calendar year, within the 366 next six months after we've had the opportunity to talk to all the different stakeholders. 367 We need some very specific information before we can move forward. The reason our 368 ideas are "pie in the sky" is because, with regard to the creek and what is physically 369 possible with regard to environmental constraints, what you can and cannot do there and 370 then being able to attach costs. Some of the ideas are extremely expensive and probably 371 out of the realm of realistic. That would be my personal desire, to be able to make a firm 372 recommendation before the close of the year. Do you think that's realistic? 373 374 APPROVED Approved Minutes 10 Mr. Anderson: I believe so. Although I do think we need more public outreach. 375 376 Commissioner Knopper: Yes, for sure. 377 378 Mr. Anderson: It's been just a handful of staff and two Commissioners thinking. It 379 probably needs to be expanded a little bit more to look at the different options. As 380 Commissioner Knopper pointed out, we could do a lot of the heavy lifting and homework 381 before to determine the possibilities. A lot of these are taken off the plate because of the 382 creek or the emergency evacuation route. You'd know what you're playing with and you 383 can move pieces around and see your real opportunities. Right now those aren't defined. 384 385 Commissioner Knopper: It's important for us to have some one-on-one conversations 386 with all the different stakeholders. We're presenting the dog off-leash. Commissioner 387 Hetterly and I have already started meeting with stakeholders and that's really important 388 too; so we have that valuable input when we do go for public comment, that we've 389 already had those one-on-ones and have all the pertinent information at that point. I 390 mean I'm certainly open to continued comment. Maybe I'll put together some sort of 391 timeline and measures against that. Then we can present that timeline to everybody in a 392 more succinct manner with specific goals ... 393 394 Vice Chair Lauing: And then maybe flesh out some of these ideas. I certainly agree with 395 your comment that now is not the time to spend money on fleshing out designs. That 396 price of $15,000 eventually is well worth the investment. It sounds like a bargain to get a 397 comparative analyses of what each of those would cost. But it has to get more fleshed 398 out. I think the idea of doing something there rather than nothing, meaning something 399 distinctive compared to what's going on in the rest of the park, is just a grand idea. The 400 concept of a pavilion for meeting space just makes that distinctive from everything else. 401 We frankly don't need just another meadow there or just another trail. Thinking 402 creatively about that is right on target. I'm not sure about picnic space. Do we have a lot 403 of demand for more picnic space? That one, particularly near that other picnic area, 404 seemed and I don't want to dwell on that specific one. I'm trying to compare the two, the 405 creativity of a meeting area and an outside pavilion versus a couple more picnic benches. 406 That's right on target in terms of direction. 407 408 Chair Hetterly: Rob, do you wish to say something? 409 410 Rob de Geus: Council Member Schmid can correct me if I'm wrong, but I don't think 411 there's an urgency necessarily to figure out what we want to do with this space and 412 design. This is a pretty unique opportunity in syncing it with the Parks Master Plan. The 413 outreach that we're doing there makes a little more sense to me than trying to get a 414 recommendation done by the end of the calendar year. What is urgent is dedicating it as 415 APPROVED Approved Minutes 11 parkland. We should do that as soon as possible after Council comes back from their 416 break. And then take our time with how best to use the space. 417 418 Chair Hetterly: Commissioner Crommie. 419 420 Commissioner Crommie: Thank you for the presentation. Can you give me a sense of 421 how many of the plants grown there are actually used in the City of Palo Alto versus 422 other places? I'm referring to the Acterra nursery. 423 424 Mr. Anderson: I can give you an estimate. I have the report, but not with me. It would 425 be beneficial to have Alex Von Feldt answer this one, if that would be all right with the 426 Commission. 427 428 Commissioner Crommie: Sure. 429 430 Ms. Von Feldt: Off the top of my head, about 70 percent of the plants that we grow go 431 for our restoration projects. The bulk of the acreage is in Palo Alto. The other sites we 432 have are Los Altos, Byrne Preserve in Los Altos Hills which is just across the way, East 433 Palo Alto, and a little bit along San Francisquito in Menlo Park. Even if it's not in Palo 434 Alto, it's pretty much your direct neighbors. The 30 percent that aren't for restoration 435 projects are for farmers or for land managers or also for private citizens. When we do the 436 plant sales with the California Plant Society at Hidden Villa, we get a lot of homeowners 437 there, many of which are Palo Alto residents. If I were to guess at a percentage right now 438 that were going directly into Palo Alto sites, I'd probably say something on the order of 439 40 percent. 440 441 Commissioner Crommie: When you say 40 percent ... 442 443 Ms. Von Feldt: Of all the plants we grow. 444 445 Commissioner Crommie: ... of everything there. 446 447 Ms. Von Feldt: Yes. I'd have to look for the exact numbers, but that's about the right 448 scale. 449 450 Commissioner Crommie: Thank you. At some point I think we'd all like to see more 451 information on that. I just want to point out, people probably realize this, when the land 452 was deeded to us, I think it was back in 1981, for conservation, we didn't have a nursery 453 there. My understanding is the Acterra nursery has been there about 10 years. Is that 454 right? 455 456 Mr. Anderson: A little less. 457 APPROVED Approved Minutes 12 458 Commissioner Crommie: A little less. I think the original intent of this land was to have 459 more of an open space and not necessarily a developed area for a nursery. I'm really 460 interested in, as plans go forward, envisioning that area with and without the Acterra 461 nursery there. It's important for the visioning process to not assume that Acterra will be 462 there in the future. I know we have a good relationship with them, but I don't want to 463 limit the vision for that land. Personally I think it's shortsighted to do that with such an 464 amazing opportunity here. It could well be that we fold that operation into the space, but 465 I would hate to see it constraining visioning for that area. 466 467 Chair Hetterly: Any other comments or questions? 468 469 Commissioner Reckdahl: One follow up. Acterra still has a nursery down in the 470 Baylands? 471 472 Mr. Anderson: No, that's not Acterra's. That's Save the Bay's. 473 474 Commissioner Reckdahl: Save the Bay, okay. The plants grown up in Foothills Park, 475 can they only be grown up in the hills? If we found some spot like the Baylands, would 476 you be able to grow the same plants there or would that not be possible? 477 478 Ms. Von Feldt: We could grow the plants wherever. Obviously a sunnier spot is easier 479 than a really shady spot. If it was down in the Baylands, that would be feasible as well. 480 There was some discussion about the Buckeye Creek Project, the CIP that I know is 481 deferred. We've also been pursuing other options for funding as well. Most recently I 482 did have a meeting with the US Fish and Wildlife Services. They're really interested in 483 devoting some funding to studying that site, because it is in alignment not only with 484 restoration since it's a steelhead stream, but also dealing with the sediment downstream. 485 That is something we are continuing to pursue. 486 487 Commissioner Reckdahl: Thank you. 488 489 Peter Jensen: I would like to add that restoration of a property of like that is definitely 490 not the easiest thing. It fits well that the nursery does sit in that location, because the eyes 491 of those who are actually growing the plants or will be maintaining them are very close to 492 that location. For a long-term projection of the restoration itself, it behooves the site that 493 the Acterra site stay there just to help the restoration. The plants that they're growing will 494 probably be the only location where we could get those plant materials. I would consider 495 that in the long-run development of the site. Just because it's restored, doesn't mean 496 restored and then it's back to itself again. It will take decades probably to restore that 497 land. It's better to have those who are invested in that to be close and have their eyes on 498 it as much as possible. 499 APPROVED Approved Minutes 13 500 Commissioner Reckdahl: We shouldn't be in too much of a hurry to get to the steady 501 state. Acterra is there; they're being useful. I don't see any reason to kick them off. Even 502 if down the road we don't want them there, I don't see any rush to get rid of them. 503 504 Council Member Schmid: Just a question from an earlier discussion. You mentioned 505 that within 100 feet of the Buckeye Creek you probably don't want any intense use. Yet 506 you say that the maintenance yard goes right up to the creek. 507 508 Mr. Anderson: The same is true with the Acterra nursery. It's right next to it. The 509 Municipal Code sections that I had pointed out to me, these are 18.40.140 Stream 510 Corridor Protection and 18.40.150, highlight a few limitations and there are exceptions, 511 like with permission from the Planning Department Head. It calls out a few things like 512 parking lots that shouldn't be adjacent to riparian areas. There were exceptions, and I 513 assume that's how the shop went in. Of course that went in some 30 years ago. The 514 Acterra nursery is not in the same category as a parking lot, so I'm sure that's how it got 515 permission. I meant to call out that there were certain limitations. 516 517 Council Member Schmid: I guess one of the key stakeholders is the public, who has not 518 even been aware that they own the park. Maybe at some point having a weekend where 519 the public get in and look, you might get some good feedback. 520 521 Commissioner Reckdahl: Is there any legal issue of having the public go on the 7.7? It's 522 not parkland. There's no issues? 523 524 Commissioner Knopper: Once we dedicate it, it's parkland. It would make sense to have 525 a welcome to ... 526 527 Commissioner Reckdahl: I think it would be a very good idea. I'm just worried about the 528 details and the lawyers. 529 530 Council Member Schmid: Yes, security is important. 531 532 Chair Hetterly: That's a lot of information. Sounds like the next step is you'll be back to 533 talk to us about the survey conclusions and you'll identify what further constraints there 534 may be, and have a strategy perhaps for outreach. When do you think that might come 535 back to us? 536 537 Commissioner Knopper: Can we get back to you on that? 538 539 Chair Hetterly: Yep, you sure can. Are there any other comments or questions or should 540 we move on to the next? 541 APPROVED Approved Minutes 14 542 Commissioner Crommie: I just had a point of clarification. I think you were getting at 543 what the next steps are for the ad hoc. I'm also interested in when we're going to do the 544 public outreach. Can you go into more detail about how you think that fits into the next 545 steps? 546 547 Mr. Anderson: My game plan would be convene with the Commissioners working on 548 this, lay out our timeline on when we could meet with the stakeholders. They really like 549 that concept, sit down with the stakeholders independently first, then pull into a group 550 where we send out invitations to all our open space-interested people. Publicly issue this 551 and hold community meetings. Something like that. Meet down at the site where we've 552 got staff hosting it, so people who have never been in there could, we did that at the 553 previous Commission meeting up at Foothills Park. There were people in attendance that 554 weren't on the Commission that we welcomed into the area. We could do the same as 555 long as we have staff present and I get to discuss it with the neighbors before, just to be 556 fair. Even if that was preceding the ordinance making it dedicated parkland. The exact 557 timeline, I'm not quite sure yet. That would come after I convene with the ad hoc 558 committee and we figure that out. But yes, we'd meet with them, talk with the 559 stakeholders, hold a public community meeting onsite. That's what I'm envisioning. 560 561 Commissioner Crommie: What is the earliest you would imagine this could be approved 562 as parkland? Does the City Council have to vote on that? 563 564 Mr. Anderson: Yes. 565 566 Commissioner Crommie: So what is the earliest that would happen? 567 568 Mr. Anderson: Roughly it would be June 10th that we have the survey work completed. 569 That's if everything goes smoothly. It would go to the County for reading and analysis 570 for 20 days. We'd put together the paperwork. Director Betts and I would work on that 571 and we'd bring it to the next available Council meeting. 572 573 Mr. de Geus: August? 574 575 Mr. Anderson: Probably, to play it safe. Some of that's up in the air, but probably in 576 August. That, again, is our primary focus right now, so that'll be the first priority. Before 577 we start investigating too heavily in these other stakeholder meetings and things, my first 578 point of focus would be completing that dedication. 579 580 Commissioner Crommie: Thank you. 581 582 Chair Hetterly: Thank you. 583 APPROVED Approved Minutes 15 584 Emily Renzel: Thank you for letting us speak. We looked at the agenda and thought we 585 had time. Chair Hetterly and members of the Commission, I'm really pleased that the 586 City Council has initiated dedication of the 7.7 acres as part of Foothills Park in 587 accordance with the express wishes of the donor. I hope that you will recommend that 588 the Council proceed with this dedication immediately and that you will take a broad look 589 at how this 7.7 acres can best be integrated into Foothills Park. It seems to me that a 590 good starting point is to review the former leaser with John Arrillaga to see if it required 591 remediation for the damage caused by their use and occupancy for many years. It would 592 also be good to review the August 1, 2005 license agreement with Acterra to understand 593 how that 0.53-acre nursery relates to both the 7.7 acres and to Foothills Park. I believe 594 that the purpose of the agreement was to have the City and Acterra cooperate in the 595 preservation, protection and enhancement of the 7.7 acres. Acterra has been there nine 596 years now, so they should be able to report the results of their efforts on the 7.7 acres. 597 Going forward, the Parks Commission should through your planning for the 7.7 acres 598 provide some guidance to staff and Acterra regarding necessary remediation and 599 enhancement of the parcel. It's really exciting to have this valuable addition to Foothills 600 Park. I would like to add a little aside. Do you guys not have minutes anymore? 601 602 Chair Hetterly: We do. We have verbatim minutes now. 603 604 Emily Renzel: Because on the website, it says agendas but it doesn't say agendas and ... 605 606 Chair Hetterly: It's in with the agendas. You have to go (crosstalk). 607 608 Emily Renzel: Well I clicked on the agendas and it didn't show. Anyway, I'll figure it 609 out. 610 611 Emily Renzel: Can I do the same? 612 613 Chair Hetterly: Yes. 614 615 Enid Pearson: Did you get my email that I sent you? 616 617 Enid Pearson: Okay. I'm never sure it goes through when you do stuff like that. I'm 618 asking you to please dedicate the 7.7 acres as soon as possible. It's been two months 619 since the City Council directed staff to prepare an ordinance. It's been 33 years since Lee 620 made the offer, and it's been 18 years since it could have been dedicated. We might say 621 the Palo Alto staff has been rather remiss. I would say, don't forget that this is public 622 land and that it belongs to the people, not any one group or person. If you give this 7.7 623 acres back to the people, you should hold hearings. It could be kind of fun. None of you 624 probably remember, but Palo Alto within the last 15 years was reprimanded by the grand 625 APPROVED Approved Minutes 16 jury because Palo Alto was not seriously complying with the Charter Amendment, 626 Chapter 8, the park dedication ordinance. The Palo Alto City Manager responded very 627 positively and he said, "Oh, it won't happen again." Let's help Palo Alto do better here. 628 This is my whole file, only it's not really. There's a drawer. It's talking about the 7.7 629 acres and it includes the ordinance which was written 33 years ago when Palo Alto 630 accepted the 7.7 acres from the Lee Trust. I think Emily has said other things that I 631 would have said too. I agree with her there. I remember when we all toured the 7.7 632 acres. It wasn't very clear that any renovation of that land had occurred at all. It was 633 pretty compact and hard. I think in the nine years we should have a little more progress 634 than we saw there. Dedicate away. Thank you. 635 636 VII. ADJOURNMENT 637 638 Meeting adjourned on motion by Commissioner Reckdahl and second by Commissioner 639 Ashlund at 9:58 p.m. Passed 6-0 640 City of Palo Alto (ID # 4972) City Council Staff Report Report Type: Action Items Meeting Date: 8/18/2014 City of Palo Alto Page 1 Summary Title: Garage Technology Implementation Plan Title: Status Report on Parking Garage Technologies That Can be Used to Manage Parking Supplies and Council Direction Regarding Implementation of Parking Guidance Systems From: City Manager Lead Department: Planning and Community Environment Recommendation Staff recommends that the City Council receive a presentation on the status of implementing parking garage technologies recommended in the attached report (Attachment B), and provide staff direction to solicit proposals for immediate implementation of Parking Guidance Systems (PGS), or for the combined implementation of integrated Parking Guidance Systems and Revenue and Access Control equipment. Executive Summary Working with the consultant, SP Plus, and downtown stakeholders, staff has explored a number of improvements that could improve occupancies in City-owned parking garages and plans to proceed with implementation of the following recommendations via requests for proposals this month: Improved way-finding signs, most likely consisting of static signage complemented by dynamic signs (“parking guidance systems”) directing drivers to garages with available capacity (Report Recommendation 1) Improvements to the City’s website for parking permits and information (Report Recommendation 2) Enabling online permit sales (Report Recommendation 4) Enhancing on street parking enforcement through the use of contractors when RPP is implemented (Report Recommendation 9). The following additional recommendations can be considered for implementation after these initial recommendations are implemented: City of Palo Alto Page 2 Development of a downtown parking App (Report Recommendation 3) Revising the three hour time limit in garages to match the two hour limit in parking lots (Report Recommendation 5) Offer more pricing options to increase the use of permit parking (Report Recommendation 6) Consider elimination of the color zones used to regulate short term parking on street and in parking lots (Report Recommendation 7) There is one technology-related question requiring further Council direction. Report Recommendation 8 would implement garage access and revenue controls to enable drivers to pay to park beyond three hours in garages. Staff is seeking Council direction whether to move forward with parking guidance systems immediately, or whether to take some additional time and integrate parking guidance systems with deployment of access and revenue controls. See the Discussion section, below, for more information. Background As part of a set of integrated strategies aimed at maximizing the utilization of existing Downtown parking supply, on February 10, 2014 Council directed staff to issue an RFP for garage access and revenue controls aimed at collecting “real time” data on parking occupancy, introducing flexibility for transferable permits between employees, and supporting payment options for downtown visitors who park longer than three hours. The Action Minutes from the February 10 meeting are included as Attachment A. The following initiatives were included as part of the motion: Table 1: Parking Supply Initiatives Update Council Direction Status Direct staff to return with additional information and three possible recommendations for the location of a new parking garage downtown, as well as updated information about the number of additional spaces required. Staff is scheduled to provide recommendations and information concurrent with Council’s review of potential Public-Private partnerships (see below) Solicit Statements of Interest/Qualifications for Public-Private Partnerships to increase Parking Supplies on City-owned lots for discussion and direction in August The City initiated a Request for Information (RFI) process for Public-Private partnerships and proposals will bring a recommendation to the Council in September Solicit Proposals for Design & Environmental Review of spaces of Satellite Parking for discussion & possible award in June Contract award was removed from consent in June and approved on August 11. Authorize permit sales to SOFA Employees at Lot CC – Civic Center and lot CW – Cowper/Webster immediately City has opened permit sales to SOFA employees for Lot CC and Lot CW. Approximately 33 SOFA employees have City of Palo Alto Page 3 purchased permits to-date. The City anticipates a larger permit demand from SOFA employees as RPP strategies are developed. Solicit Proposals For Parking Technology – Access & Revenue Control Equipment and Parking Guidance System for discussion and possible award in August Subject of this report Direct staff to conduct monthly monitoring of permit parking See below for a discussion of monthly monitoring. Palo Alto Planning & Community Environment, August 2014 In May 2014, Staff issued a report on parking garage occupancy and an update on the activity of the Lot R valet assist program (see Attachment B). The report indicated that during March and April, the Downtown garage occupancy levels were around 70% occupied, both for permitted and hourly spots. Staff has continued to collect occupancy data in May, June and July. The average occupancy for this period was 68% for the permit spaces, and 70% for hourly spaces. Occupancy levels tend to fluctuate in the summer due to vacation schedules and irregular work patterns, but the overall trend showed that the permit space occupancies are creeping higher as the summer months go by, from 56% occupancy in May, to 65% occupancy in June, to 81% occupancy in July. Staff has not changed the permit caps at any of the garages (maximum number of permits sold for a garage) since March, as the occupancies over the summer are often too irregular to detect a true pattern, but generally the occupancies have increased at the CW (Cowper Webster) garage and decreased at the CC (Civic Center) and S/L (Bryant) Garage. Currently, Staff is holding off on issuing permits to park at the CW garage as it has been reaching capacity over the month of July, possibly due to a large number of day permits which were recently sold. Staff will continue to monitor the occupancy of the garages through the fall and winter months, and make adjustments to the permit caps as necessary. Staff has also requested a proposal for valet implementation at the CC garage for consideration later in the year. During the same period, Staff has been making progress on the design and development of the Downtown RPP program, which is scheduled to be brought for Council consideration in November. A survey is being distributed between August and September to residents in the Downtown neighborhoods to solicit feedback on the design of the program before developing the final program recommendation. Concurrently, Staff is releasing RFPs for contract enforcement and online permit sales to support the anticipated new District. In addition, Staff is moving forward with the implementation of a pilot program with Zipcar and the launch of a Transportation Management Association (TMA) initiative, set for Council approval on August 11. City of Palo Alto Page 4 Discussion To help craft the request for proposals (RFP) for garage technologies requested by the City Council on February 10, 2014, staff worked with SP Plus, the City’s consultant and operator of the Lot R (High Street) attendant parking program, to outline possible technologies and their recommendations for implementation. SP Plus’ scope of work included engaging with Downtown businesses and SP Plus facilitated meetings on April 16th and May 15th with a group of representatives from local businesses and downtown property owners. The discussions included a visioning session around macro-level parking challenges within the community, and narrowed-in on specific policy improvements and recommend technology upgrades that could help address key goals. The stakeholders discussed several challenges, including the following: 1. Under-utilization of garages due to lack of pricing incentives and free parking in residential areas, despite over-selling of permits at all garages 2. Over-parking in residential areas due to employee parking 3. Inability to transfer parking permits between employees of one business 4. Lack of data about who was using the garages and when 5. Lack of centralized information on parking for visitors and residents 6. “Gaming” the existing color zone system 7. Lack of parking options for hourly and low-income workers The group also noted that maintaining Palo Alto’s character and business-friendly environment was a high priority, and that any implemented parking controls should reflect that necessity. SP Plus synthesized the stakeholder comments based on their technical expertise and brought forth a series of recommendations, some related to garage policy and some related to infrastructure improvements. The recommendations are summarized below, along with the status of each, and the full report is included as Attachment C. Recommendation No. 1: Improved Branding Program and Standardized Sign Installation for Parking Lots and Garages and Parking Guidance Systems SP Plus noted weaknesses in the existing parking signage as well as parking branding inconsistency, and suggested that improved signage would help visitor access to parking. Parking Guidance Systems (PGS) would also enhance visitor ability to find available parking, especially if signage could be integrated at key Downtown intersections as well as garage and lot entries. Staff is developing an RFP for improved branding and “wayfinding” to be released in August 2014 which will include provisions for architectural design (look and feel) of Parking Guidance Systems. Recommendation No. 2: Enhance City (Parking) Website City of Palo Alto Page 5 SP Plus recommended that there should be a dedicated parking website for visitors and local businesses which could serve as a first-stop information source for parking in the community. Currently there are many places on the City’s website which have information on parking, and so visitors may need to look on multiple sites for information on citations, permits and parking garage locations. Staff plans to integrate parking website design into an RFP for online permit sales that would be released in August or September. Recommendation No. 3: Develop a Downtown Palo Alto Parking App. SP Plus recommended a parking app that could provide information on local parking facilities and permit purchase. Parking occupancy data is required for an application to function properly. The City has an active pilot project with VIMOC Technologies of Mountain View, CA to deploy on-street parking space sensors on Hamilton Avenue and Ramona Street. If the pilot project is successful the City will release a Request for Proposals to allow for a complete Downtown deployment. VIMOC Technologies is developing a mobile app and online tool to support its sensors. The City also has an active Traffic Signal Management System upgrade project scheduled for council consideration of award in September. The new Traffic Signal Management System will include online tools to push real time traffic signal data to the public, including parking information, dependent on sensor data. The Traffic Signal Management System developer, Trafficware of Sugar Land, TX will partner with VIMOC Technologies to integrate parking sensor data into the system. The signal system will then push the data online as part of an open data source platform for other parking application developers to use and include on multiple applications. Recommendation No. 4: Develop Online Permit Sales Online permit sales would streamline permit purchase process for all permit programs. Staff is working on an RFP for online permit sales related to the anticipated Downtown RPP District. As part of the solicitation, Staff will also request costs for online sale of other parking permits. Recommendation No. 5: Revise Parking Time Limits SP Plus recommended changing all three hour spots in garages to two hour spots to be consistent with existing lots and streets. Shortening the time period would encourage parking turnover; also, occupancy data from several mid-peninsula cities shows that most parkers do not stay for two hours, let alone three. Staff plans to consider this strategy at a later date, once the City can gather additional (timed) occupancy data. Recommendation No. 6: Expand Permit Pricing Options SP Plus noted that Palo Alto’s limited permit options did not support different types of workers City of Palo Alto Page 6 (e.g. professional, hourly, temp, etc.). They recommended adding ranges of permit pricing to support lower-wage workers, as well as additional options for monthly and daily permits. Staff plans to bring forward related analyses and recommendations following implementation of online permit sales and other technologies. Recommendation No. 7: Eliminate the Downtown Color Zone SP Plus noted that many customers simply move their car between the color zones downtown, rendering the program ineffective. Staff is currently piloting a new on-street parking occupancy system with a local business, VIMOC, which will allow staff to collect real-time parking occupancy and duration data. Verifying parking turnover will help provide the data needed to support color zone elimination. Staff plans to bring forward related analyses and recommendations once additional (timed) occupancy data is available and other technologies are put in place. Recommendation No. 8: Introduce Off-Street Paid Parking options through Implementation of Access and Revenue Controls According to SP Plus, providing customers and visitors the ability to pay to park beyond a certain time limit by implementing revenue and access controls to the garages would have a number of benefits, including potentially providing for permit transferability, increasing parking turnover and gathering data on the garage and lot occupancy. Staff is seeking Council direction regarding implementation of this recommendation. Recommendation No. 9: Enhancement of On-Street Parking Enforcement According to SP Plus, current enforcement operations rely on outdated technology, and introducing advanced License Plate Recognition equipment could provide more efficient enforcement. Staff plans to release an RFP for private-sector parking enforcement of future RPP Districts, including the use of LPR technology. Overview of Parking Guidance Systems & Access and Revenue Controls Parking Guidance Systems Parking Guidance Systems (PGS) include two elements: 1) Vehicle-counting equipment at garage and lot entries to track vehicle occupancy, and 2) Dynamic signs placed at garage and lot entries to provide immediate notice of parking space availability. Dynamic signs can also be placed at gateway entry points in business districts to help efficiently guide motorists to parking facilities. Feedback from the stakeholder group suggested that the implementation of Parking Guidance Systems would help maximize the utilization of Downtown lots and garages, and reduce time that drivers spend hunting for a parking spot. PGS equipment may work in several ways. One type of technology utilizes the installation of City of Palo Alto Page 7 sensors in individual parking bays. The sensors provide real time updates to a central server that then pushes the data to all signage locations. A less expensive option is to track the availability of spaces via loop detectors at each garage entry point and managed areas of the garages. As vehicles enter and leave the garage the movement adds or subtracts from the total available parking space supply of the site. All vehicles are managed including accessible-need vehicles, motorcycles, and pool vehicles. Microwave detectors are another option and are placed on the ceiling of the garages, again at either just the entry or also at managed parking areas. PGS signs can be designed to identify available Visitor “hourly” parking spaces and Employee “permit” parking spaces. When permit spaces convert to hourly spaces in the evenings after 5:00PM and on weekends, the total available parking spaces in the garages are added to the Visitor space counts and no Employee space data is provided. SP Plus recommends that the design of PGS equipment be coordinated with improved parking branding and wayfinding signage at garage entries and Downtown gateway locations (Recommendation 1, above). Location of the gateway entry PGS signs will require design consideration; this process will include soliciting input from the Architectural Review Board (ARB). Access and Revenue Controls Access and Revenue controls introduce time-stamping of vehicles entering the garages and lots, and can also control access to managed parking spaces such as Employee permit parking spaces. This equipment can feed data to PGS dynamic signs and also integrate with parking occupancy data to provide real-time parking data to motorists. Several equipment options are provided in Table 2, including gated facility operations, gateless facility operations, and simple metered parking spaces. The traditional method of tracking vehicle exit and entry to garages and lots is through the use of barrier gates. However, the stakeholder committee had some concern that the aesthetic of gates in garages could detract from a “business-friendly” Downtown, so LPR (License Plate Recognition) technology was included as an option that does not require physical gates. LPR technology counts the number of cars entering a parking facility, connects this information with PGS equipment, and reads license plates to identify permit holders automatically. It can either be implemented using a “passive” or “active” enforcement strategy; in the former setup, the entire operation eliminates the need for enforcement officers to provide citations by processing whether or not a customer has paid for their parking and sending them an invoice in the mail. In an “active” enforcement operation, the equipment alerts the enforcement officers when a citation should be issued for a customer who has stayed past the allotted time allowance. However, LPR technology is currently a developing market and detection accuracy is still improving. City of Palo Alto Page 8 Table 2: Potential Options for Revenue and Access Control (To be Determined by Vendors in Response to Request for Proposals) Option #1: Gated Facility Operations Option #2: Gateless Facility Operation with Active Enforcement Option #3: Gateless Facility Operation with Passive Enforcement Option #4: Gateless Entry and Gated Exit Option # 4: Meters at each spot Equipment Description Entry: Gates. Detection: loops or microwave sensors Pay stations: Visitors pull tickets or tokens. Pay Stations with business valet options. Employees receive RFI “Fast Trak”- like units to auto open gates. Entry: LPR (license plate recognition) technology. Detection: Video license plates read for Visitors and Employees. Pay stations: Visitors pay at Pay Stations via phone/tablet devices via app download. Employee permit holders are stored in a database and are verified through detection equipment. Entry: LPR (license plate recognition) technology. Detection: Video license plates read for Visitors and Employees. Visitors pay at Pay Stations via phone/tablet devices via app download or receive invoice in the mail. Employee permit holders are stored in a database and are verified through detection equipment. Entry: LPR (license plate recognition) technology. Detection: Video license plates read for Visitors and Employees. Pay Stations: Visitors pull tickets or tokens. Pay Stations with business valet options. Employees receive RFI “Fast Trak”- like units to auto open gates. Standalone parking meters at each parking spot, could also have mobile access. Payment Option Either in a pay station or at the gate, or mobile phone app. Drivers cannot leave If the driver does not have a valid permit they can pay for parking via an onsite pay station or parking If the driver does not have a valid permit they can pay for parking via an onsite pay If the driver does not have a valid permit they can pay for parking via At the meter. This option would not impact the current enforcement City of Palo Alto Page 9 the garage without paying. Credit card payment option at egress gate for convenience. app. The system will alert enforcement offices if there is a driver who has not paid for additional time spent in the garage. However, if driver leaves before being cited they face no penalty. station or parking app. If they drive out of the garage without paying for the additional time, they will receive an invoice in the mail for the additional time spent in the garage (this option is costly due to the citation processing required) an onsite pay station or parking app. They cannot leave the garage without paying. operations of the garages, which require regular patrol by enforcement officers. Rather than specify desired equipment as part of a solicitation, Staff recommends providing the City’s overall requirements in an RFP and allow the vendors to recommend the best solution based on those requirements. Staff requires Council direction, however, on whether to proceed with Parking Guidance Systems in advance of Access and Revenue Controls, or whether to implement them simultaneously. Here are the two options: Option 1: Immediately Issue RFP for Parking Guidance Systems for Downtown Lots and Garages Staff can solicit proposals from vendors for the design/build and placement of parking guidance systems at the entrances of garages, and have the vendor specify the most cost-effective and appropriate technology solution to support that signage. This option provides PGS solutions ahead of Access and Revenue equipment. Detection equipment provided immediately as part of this option may no longer be needed at the time Access and Revenue control solutions are provided. Staff estimates that PGS solutions can be implemented concurrent with RPP in Quarter 1 of 2015 via this option, however the system may need to be traded-out or modified when access and revenue controls are later implemented. Option 2: Issue a Combined Solicitation for Parking Guidance Systems and Access and Revenue Controls In addition to PGS, the installation of revenue and access controls within the garages introduce options to both meter visitors parking beyond the current 3-Hour Free Parking period and City of Palo Alto Page 10 introduces the ability to transfer permits between employees for businesses. Access and Revenue controls may also help streamline parking enforcement for the garages depending on access controls used. This option includes soliciting proposals for immediate implementation of PGS and Access and Revenue Controls combined. This approach would allow the systems to be part of a full- integrated platform, avoiding multiple systems with overlapping capabilities. Combining the two solicitations into one RFP aligns with SP Plus’s recommendation that initiatives requiring vendor support should be integrated in one cohesive RFP. However, it will also delay the issuance of an RFP by several months. Timeline As noted in the Discussion section, above, staff is proceeding with a number of technology solutions aimed at improving utilization of downtown garages and collecting data about garage occupancy on a continuous basis. There is one outstanding question as to whether Parking Guidance System should be implemented in advance of Access and Revenue Controls, or whether they should be implemented concurrently (See Option 1 and 2, above). With Option 1, staff would issue a solicitation for PGS equipment in August or September of 2014, and then issue a subsequent solicitation for the Revenue and Access control equipment. Option 2 would delay the issue of a combined solicitation for a few months while staff determines the appropriate requirements for revenue and access controls, and potentially implements some of the other policy direction initiatives suggested by SP Plus. Resource Impact The City has allocated $2.0 million in CIP PL-12000 (Parking & Transportation Improvements) for the implementation of Access and Revenue Controls ($1.6 million) and Parking Guidance System Technology ($0.4 million). Revenues gained from newly introduced metering options from the access and revenue control equipment can be used to pay back the CIP Program, while the $0.4 million for Parking Guidance System Technology is supported by parking permit revenue in the University Avenue Parking Permit Fund. Cost estimates and revenue generation estimates will be further refined as part of the RFP process. Policy Implications The implementation of parking garage technologies, including Parking Guidance Systems and Revenue Access Controls, is consistent with the following Comprehensive Plan goals and policies and would allow the City to better manage existing parking supplies: - Goal T-8: Attractive, Convenient Public and Private Parking Facilities - The 13-Point Parking Program, including the following points: o Consider valet and/or paid parking on one or more appropriate Downtown lots o Implement a new graphics program to provide signs, maps and other graphics about Downtown parking facilities for shoppers, employers and employees o Create and educational flyer about where parking is, how much is available and City of Palo Alto Page 11 how much it costs each time an employee moves his or her car - Policy T-45: Provide sufficient parking in the University Avenue/Downtown business districts to address long-range needs Environmental Review This project is exempt from the California Environmental Quality Act under Section 15061(b)(3) of the Guidelines. Attachments: Attachment A: City Council Minutes dated 2-10-14 (PDF) Attachment B: City Council Staff Report dated 5-12-14 (PDF) Attachment C: Parking Improvement Report (7-31-14) (PDF) CITY OF PALO ALTO CITY COUNCIL Special Meeting February 10, 2014 1 February 10, 2014 The City Council of the City of Palo Alto met on this date in the Council Chambers at 6:07 P.M. Present: Berman, Burt, Holman, Klein, Kniss, Price, Scharff, Schmid, Shepherd Absent: STUDY SESSION 1. Measure E Update: The Energy/Compost Facility Request for Proposals (E/CF RFP) Identified Pricing for Privately-Funded Projects and Technologies to Jointly Handle Food Scraps, Yard Trimmings and Biosolids and Considered Processing at the Regional Water Quality Control Plant (RWQCP) and/or Using the 10-Acre Measure E Site as Well as Export Options. A Summary of the E/CF RFP Proposals, Integration with the Biosolids Facility Plan and a Proposed Organics Plan are Included in this Staff Report. No Action Taken AGENDA CHANGES, ADDITIONS AND DELETIONS City Manager Keene pulled Agenda Item Numbers 4 and 6 to be heard at a later date. He noted that Agenda Item Number 2 was continued to February 24, 2014 at Staff’s request. MINUTES APPROVAL MOTION: Council Member Berman moved, seconded by Council Member Price to approve the minutes of January 6, 2014. MOTION PASSED: 9-0 CONSENT CALENDAR MOTION: Council Member Berman, Council Member Burt, and Council Member Scharff moved to remove Agenda Item No. 5 from the Consent Calendar to become Agenda Item Number 9a. 2 February 10, 2014 MOTION: Council Member Price moved, seconded by Council Member Kniss to approve Agenda Item Numbers 3, and 7-8. 2. Approval of Contract with Standard Parking Corporation in the Amount of $120,000 for Operation of the Lot R Parking Garage Attendant Program and Adoption of a Budget Amendment Ordinance Amending the Fiscal Year 2014 University Avenue Parking Permit Fund Operating Budget to Provide Additional Appropriations of $120,000 (Staff request this item be continued to February 24, 2014). 3. Resolution 9396 entitled “Resolution of the Council of the City of Palo Alto Determining that a Target for the City of Palo Alto Utilities to Procure Energy Storage Systems is Not Appropriate Due to Lack of Cost-effective Options.” 4. Approval of Nine On-Call Planning and Environmental Consulting Services Contracts for the Department of Planning and Community Environment to Support Current Planning, Special Projects, Advance Planning, and Environmental Review as Follows: Planning Services - 1) Dudek, 2) Arnold Mammarella, Architecture and Consulting, 3) The Planning Center/DC&E, 4) Metropolitan Planning Group; Environmental Services - 5) Dudek, 6) URS Corporation, 7) ICF International, 8) Turnstone Consulting, and 9) David J Powers & Associates in Amounts Not to Exceed $930,000. 5. Staff Recommends that City Council Authorize the City Manager to Enter into an Agreement with the Peninsula Corridor Join Powers Board to Introduce the Caltrain Go Pass into the Civic Center Transportation Demand Management Program. 6. Development Impact Fees: List of Public Facilities Capital Needs. 7. Approval of a Contract With Spencon Construction, Inc. in The Amount of $2,170,412 for The FY 2014 Sidewalk, Curb and Gutter Repairs Project. 8. Approval of Amendment No. 1 to Contract with MV Transportation to Extend the Term Until June 30, 2014 and Add $75,000 for Provision of Regular Shuttle Services for Crosstown Route and Additional Shuttle Service During the Construction of California Avenue Streetscape Project. MOTION PASSED for Agenda Item Numbers 3, 7-8: 9-0 3 February 10, 2014 ACTION ITEMS 9. Parking Supply Recommendations. Staff recommends that Council accept the Final Report on the Downtown Parking Garage Study and authorize staff to take the following actions aimed at increasing the parking supply in the University Avenue and California Avenue Business Districts: 1. Authorize staff to begin design and environmental review of a new parking garage (240 car capacity) on Lot G located on Gilman Avenue 2. Authorize staff to solicit qualification statements for public-private partnerships to increase parking supplies on at least one existing surface parking lot in the University Avenue area and one in the California Avenue Business District 3. Authorize staff to pursue planning grants and begin planning work for a new transit mall expansion with a 478-space parking garage on Urban Lane, in partnership with the property owner and the Joint Powers Authority 4. Authorize staff to begin design and environmental review of a 200-space satellite parking facility along Embarcadero Road – East of Geng Road-Faber Place and in the Bay Lands Athletic Center parking lot or a comparable alternate location(s), with supporting shuttle service to the University Avenue Business District 5. Authorize staff to expand parking permit sales to South of Forest Avenue (SOFA) Business District Employees at the Lot CC – Civic Center and Lot CW – Cowper Street/Webster Street parking garages 6. Authorize staff to solicit proposals for the installation of parking garage access and revenue controls aimed at collecting “real time” data on parking lot and garage occupancy, introducing flexibility for transferable permits between employees, and to support payment options for downtown visitors who park longer than three hours. MOTION: Council Member Scharff moved, seconded by Vice Mayor Kniss to direct staff to: 1) Solicit Proposals for Design & Environmental Review of a Garage on Lot D for discussion & possible award in June, 2) Solicit Statements of Interest/Qualifications for Public-Private Partnerships to increase Parking Supplies on City-owned lots for discussion and direction in August, 3) Solicit Proposals for Design & Environmental Review of 200-spaces of Satellite Parking for discussion & possible award in June, 4) Authorize permit sales to SOFA Employees at Lot CC – Civic Center immediately, 5) Solicit Proposals For Parking Technology – Access & Revenue Control Equipment and Parking Guidance System for discussion and possible award in August, and 6) Direct Staff to conduct monthly monitoring of permit parking. AMENDMENT: Council Member Klein moved, seconded by Council Member Price to divide the Motion into separate Motions. AMENDMENT PASSED: 7-2 Kniss, Shepherd no 4 February 10, 2014 MOTION #1: Council Member Scharff moved, seconded by Vice Mayor Kniss to solicit proposals for design & environmental review of a garage on Lot D for discussion & possible award in June. SUBSTITUTE MOTION: Council Member Holman moved, seconded by Council Member XXX to not pursue a downtown parking garage at this time. SUBSTITUTE MOTION FAILED DUE TO THE LACK OF A SECOND SUBSTITUTE MOTION: Council Member Burt moved, seconded by Council Member Klein to direct Staff to return with additional reviewed information on the choices based on Council input tonight, provide a narrowing to three finalists for recommendations to consider as well as consideration of the updated information on the need of how many additional spaces are required. CALL THE QUESTION: Council Member Price moved, seconded by Council Member Klein to call the question. CALL THE QUESTION PASSED: 6-3 Scharff, Schmid, Shepherd no SUBSTITUTE MOTION PASSED: 8-1 Shepherd no SUBSTITUTE MOTION: Council Member Holman moved, seconded by Council Member Schmid to not take action on Staff Recommendation Number 2 based upon the Substitute Motion that just passed. SUBSTITUTE MOTION FAILED: 2-7 Holman, Schmid yes MOTION #2: Council Member Scharff moved, seconded by Vice Mayor Kniss to Solicit Statements of Interest/Qualifications for Public-Private Partnerships to increase Parking Supplies on City-owned lots for discussion and direction in August. SUBSTITUTE MOTION: Council Member Holman moved, seconded by Council Member Schmid to not take any action on #2 at this time. SUBSTITUTE MOTION FAILED: 2-7 Holman, Schmid yes MOTION PASSED: 7-2 Holman, Schmid no 5 February 10, 2014 MOTION #3: Council Member Scharff moved, seconded by Vice Mayor Kniss to solicit proposals for design & environmental review of spaces of satellite parking for discussion & possible award in June. MOTION PASSED: 7-2 Holman, Schmid no MOTION #4: Council Member Scharff moved, seconded by Vice Mayor Kniss to authorize permit sales to SOFA Employees at Lot CC – Civic Center immediately. MOTION PASSED: 9-0 MOTION #5: Council Member Scharff moved, seconded by Vice Mayor Kniss to solicit proposals for parking technology – access & revenue control equipment and parking guidance system for discussion and possible award in August. MOTION PASSED: 9-0 MOTION #6: Council Member Scharff moved, seconded by Vice Mayor Kniss to direct Staff to conduct monthly monitoring of permit parking. MOTION PASSED: 9-0 MOTION: Council Member Scharff moved, seconded by Vice Mayor Kniss to direct Staff to have the ability to pursue planning grants for Stanford/Caltrain Urban Lane Transit Mall and Parking Garage, then return in a study session or action item if a grant is obtained. MOTION WITHDRAWN BY THE MAKER MOTION: Council Member Berman moved, seconded by Council Member Price to direct Staff to authorize permit sales to (South of Forest Avenue) SOFA Employees at Lot CW-Cowper/Webster immediately. MOTION PASSED: 7-0-2 Scharff, Shepherd not participating ADJOURNMENT: Meeting adjourned at 12:00 A.M. City of Palo Alto (ID # 4717) City Council Staff Report Report Type: Informational Report Meeting Date: 5/12/2014 City of Palo Alto Page 1 Summary Title: Parking Data and Lot R Update Title: Informational Report: Spring 2014 Off-street and On-street Downtown Parking Occupancy/Inventory Data and the status of the Lot R Valet-Assist Program From: City Manager Lead Department: Planning and Community Environment Recommendation This is an informational report regarding Spring 2014 Downtown Parking Occupancy/Inventory Data and the Lot R Valet-Assist Program. No action is recommended. Executive Summary Since 2011, Staff has been actively monitoring Downtown parking activity and occupancy data to better manage existing parking supplies and to inform future planning efforts. Data collected and analyzed in the last few weeks (Spring 2014) illustrates that: Residential neighborhoods surrounding downtown continue to experience parking intrusions, with occupancies on some streets exceeding 100% during peak hours; Despite releasing 110 additional permits (74 at Lot R and 36 at other garages) since January 1, permit spaces in the City’s Downtown garages remain somewhat underutilized (average occupancy of 72% for hourly spots and 70% for permit spots) except at infrequent, peak times. On February 24, 2014, the City Council approved a one-year trial valet-assist program at the Lot R – Alma/High Street Garage to determine if parking attendants (valets) could be used as a cost effective way to increase utilization of existing garages. The program: has allowed the City to issue more permits for Lot R than might otherwise be issued; is usually parking between 15 and 30 cars on a daily basis; and can be considered for expansion or relocation to Lot CC (Civic Center Garage) in the future to help increase the utilization of that garage. City of Palo Alto Page 2 In addition, the program offering Go Passes to City employees in exchange for giving up parking permits began on April 1 and so far has 44 participants. This program and the results of the most recent occupancy surveys have allowed the City to release 30 additional permits for Civic Center Garage to non-City employees in the last week of April. The data suggests that the Lot R program has been an effective tool for addressing the parking demand at Lot R and increasing the number of cars parked there; however, the program could still handle additional vehicles and result in more permit sales in the Downtown. Staff will continue to collect data on occupancy and the valet-assist program to the CC garage as well, and will return in August with further recommendations on permit management and the valet assist program. Data collection for Off-Street parking and permit wait list management occurs twice monthly, while data collection for On-Street parking is collected seasonally. Background Despite Staff efforts to significantly over-sell the number of parking permits for permit spaces in the Downtown garages, the upper floors of many of the garages have historically not been full, and yet these garages regularly have wait-lists for permits. Residents have shared concern about Downtown employees parking on residential streets rather than in the garages, as in some cases parking in the neighborhoods is not only cheaper but more convenient for downtown workers. As a result of Council direction, and in order to better understand the distribution and demand for parking in the Downtown, Staff has engaged in several related efforts: 1. Continue to regularly gather data on the parking utilization of the Downtown lots and Garages as well as the on-street spaces in the residential areas outside the Downtown commercial core; 2. Allow SOFA employees to purchase parking permits in the Downtown Garages at Lot CC - Civic Center and Lot CW – Cowper/Webster and monitor permit sales and permit caps at all Downtown garages and try to maximize sales; and 3. Implement the Valet-Assist Parking Program at Lot R – Alma/High Street Garage to help maximize the utilization of this garage. Staff is also moving forward the process of developing a downtown Residential Preferential Parking (RPP) program, the implementation of which would potentially encourage existing employees to park in Downtown garages and lots rather than neighborhoods and help align parking supply and demand. This staff report does not cover the RPP process, but focuses on the data collection and permit management efforts which have taken place in response to Council direction in February. Discussion On-Street and Off-Street Parking Occupancy Data Attachment A, Off-street Parking Data, shows three data sets for parking occupancy for the Downtown parking lots and garages, gathered on March 12, 2014, April 2-3, 2014 and April 25, City of Palo Alto Page 3 2014. While there are some spikes in garage utilization, in most cases the garages are still underutilized. The table below shows the average occupancies of the main Downtown garages (S, CC, CW and R) for the three days surveyed (excluding the midnight data for April 2): Table 1: Average Occupancies for Garages CW, R, CC and S March 12, 2014 April 2, 2014 April 25, 2014 (Friday) Hourly Average 80% 72% 66% Permit Average 82% 64% 65% The data indicates that despite significant efforts to oversell the number of permits available, many visitors and workers are still parking in the residential streets, which correlates with the On-Street data shown in Attachment B. Attachment B, On-Street Occupancy Data, shows parking counts in the residential neighborhoods at 8:00am-10:00, 12:00pm-2:00, 7:00pm-9:00 and 12:00am-2:00am for April 3, 2014. Generally the data shows that streets are emptiest in the midnight hours and busiest during the lunch hour. The neighborhoods north of Lytton Avenue are heavily impacted earlier in the mornings before 10:00am, while during the lunch hour much of Downtown is saturated with cars (above an 85% occupancy level, shown in red). The only streets that show a generally consistent occupancy trend of lower than 50% are east of Waverley and south of Addison (the southeast corner of Downtown). Downtown Garage Permit Management Figures 1, 2 and 3 illustrate the permit caps and waitlists at garages S, CC and CW. The areas shaded underneath the waitlist curves illustrate times when permits were available for purchase at these garages (and that there is no permit waitlist if permits are available). Figure 1: Lot S Permit Management Figure 2: Lot CC Permit Management City of Palo Alto Page 4 Figure 3: Lot CW Permit Management As illustrated by the graphs, between November 2013 and April 2014 Staff raised the permit threshold of Lot S from six hundred fifteen (615) to six hundred fifty-five (655), and the threshold of Lot CW from six hundred (600) to seven hundred fifty (750). Figure 4 shows the shaded area under the waitlist curve for the CW garage, which illustrates that the garage has had permits available for sale for the past several months. Staff has aggressively attempted to sell more permits at this garage (including sales of permits to SOFA employees as directed by Council) and offering permits to waitlist members at other garages, since so many are available. 22 SOFA employees have purchased permits at Lot CW but most waitlist members have preferred to wait until permits at their preferred location became available. At Lot S, although the waitlist has trended downward slightly, raising the permit cap did not make a significant dent in the waitlist across the six-month period. Lot S currently has a permit waitlist of 20. The only garage where the permit cap was not raised over the study period was Lot CC - Civic Center, which has consistently had a waitlist. After reviewing the most recent occupancy data, Staff has increased the permit threshold at CC garage by 30, which brings the waitlist at the writing of this report at CC garage to 5. All members of that waitlist are City employees that already have a permit at another garage. Lot R Valet Assist Update City of Palo Alto Page 5 Council approved a one-year trial “Valet-Assist” program at Lot R with SP Plus on February 24, 2014 to help increase garage utilization. The program includes valets guiding motorists to park within drive aisles of the garage and motorists providing their keys to a valet operator. Vehicles are parking in regular parking spaces through daily parking turnover and motorists can claim their vehicles back at the end of each day, before 6PM. Valet parking takes place on permit levels only (floors three through five). Because the program allows drive aisles to be used for parking vehicles, it has the potential to increase the total number of cars that can be parked in the garage while not requiring any additional infrastructure (e.g. new lots or garages). Staff estimates that up to 45 additional vehicles can be parked in Lot R through the Valet-Assist program. Lot R has historically had the highest demand for permits as it is close to the University Avenue Caltrain station and many technology and venture capital companies. Lot R was chosen for a trial program, which, if successful, could be implemented at other Downtown garages. (See staff report 4375 for detail on the Lot R Valet-Assist procurement and selection process). The program was initially staffed Monday through Friday, 8:00am to 6:00pm. In order to monitor the effectiveness of the program, Staff tracked the number of cars taken by the valet over time beginning on March 3, 2014, the first day of Valet-Assist operations. During the first week of the program, the permit floors were rarely full and only one car was taken by the valets. Staff gradually began to increase the number of permits sold at the garage to give the valets more cars to park, which initially eliminated the permit waitlist. The number of cars per day that were taken by the valet on any given day ranged from 0 (meaning that the lot never became full) to 36. There were large variations within any given week, sometimes due to weather or other events – generally the lots were fuller when it was raining, and less full in sunny weather. On average, the number of cars taken in per day has ranged from 20-30. Over the course of the first forty-five days of the program, Staff has increased the permit threshold of Lot R from 241 to 300, a jump of 25%. There are a total of 134 marked permit spaces available for Lot R increasing the permit-to-parking space ratio to 223%. As of the writing of this report, there are 4 people on the waitlist at Lot R. Figure 4 shows the increase of the Lot R permit cap over time plotted against the total number of permit spaces at the garage, as well as the trend of the waitlist. Permits for all Downtown garages are released monthly are managed in waves, so waitlist numbers can fluctuate daily, but overall the trend of the waitlist has done down since the start of the Valet-Assist program at Lot R. Not surprisingly, the general upward trend of the number of cars taken into the valet roughly corresponds with downward trend in the Lot R waitlist. Figure 4: Lot R Permit Management City of Palo Alto Page 6 Other Lot R Parking Trends Staff also tracked the time of day when the valets took in cars as a way of tracking when the garage demand periods. If the valets took in cars at all, it usually would not be until 10am or 11am, consistent with Staff findings regarding general travel times by employees based on the 2013 Citywide Transportation Survey. Generally most workers left by 6:00pm, although in some cases the valets would need to wait for some workers after hours. To address this, Staff changed the hours of the program so that the first valet works 9am-5:30pm and the second works from 10am – 6:30pm. This distribution better mirrored the patterns of downtown workers. Staff also began collecting data on the number of daily hangtag-style permits seen at Lot R; a daily parking permit, which is valid at any of the Downtown garages and allows a motorist to park either in a permit space or an hourly space and was a factor that was not previously considered in parking occupancy studies. So far, no more than four daily permits were seen on any one day in the permit spaces and hourly spaces at Lot R. When the Valet-Assist Program was initially communicated to existing permit holders, some motorists expressed concerns regarding impacts to convenience of garage use or concerns regarding valets moving their personal vehicles. Since the start of the program, no concerns regarding valet operations have been received. Lot R Valet-Assist Program Cost The primary objective of the valet-assist trial program is to determine whether the use of valets is a cost effective way to increase parking capacity downtown, either now, or when Residential Preferential Parking (RPP) is implemented in nearby neighborhoods. The Lot R Valet-Assist Program is funded through the Downtown Permit Fund and based on the total number of permits sold in the Downtown (3,160), each permit is subsidizing the Lot R Valet-Assist Program by approximately $33 per permit. Lot R Valet-Assist Program Cost: Program Cost / Total Permit Sales $104,420 (SP Plus Valet Services) / 3,160 Approximately $33 per permit City of Palo Alto Page 7 The effectiveness and cost of the program will have to be evaluated further as the City moves towards implementation of Residential Preferential Parking (RPP) and considers investments in capital improvements such as new parking structures. Attachments: Attachment A: Off-Street Occupancy Data - Spring 2014 (PDF) Attachment B: Downtown Parking Occupancy Data - Spring 2014 (PDF) Off‐Street Parking Occupancy ‐ 3/12/2014 Hourly Permit Total Hourly Permit Total Hourly Permit Total 77 134 211 0 134 134 294 394 688 Hourly % Permit %Hourly % Permit %Hourly % Permit % 10AM 72 94% 120 90%10AM 0% 91 68%10AM 256 87% 289 73% Noon 77 100% 134 100%Noon 0% 117 87%Noon 269 91% 322 82% 4PM 73 95% 141 105%4PM 0% 108 81%4PM 211 72% 340 86% Hourly Permit Total Hourly Permit Total Hourly Permit Total 201 388 589 187 519 706 63 63 Hourly % Permit %Hourly % Permit %Hourly % Permit % 10AM 0%0%10AM 102 55% 290 56%10AM 41 53%0% Noon 138 69% 314 81%Noon 174 93% 350 67%Noon 50 65%0% 4PM 73 36% 343 88%4PM 177 95% 415 80%4PM 53 69%0% Hourly Permit Total Hourly Permit Total Hourly Permit Total 10 53 63 78 0 78 68 0 68 Hourly % Permit %Hourly % Permit %Hourly % Permit % 10AM 5 50% 24 45%10AM 25 32%0%10AM 15 22%0% Noon 7 70% 35 66%Noon 76 97%0%Noon 66 97%0% 4PM 0%0%4PM 77 99%0%4PM 64 94%0% Hourly Permit Total Hourly Permit Total Hourly Permit Total 25 27 52 46 0 46 90 0 90 Hourly % Permit %Hourly % Permit %Hourly % Permit % 10AM 25 100% 24 89%10AM 30 65%0%10AM 56 62%0% Noon 25 100% 27 100%Noon 45 98%0%Noon 60 67%0% 4PM 23 92% 8 30%4PM 31 67%0%4PM 47 52%0% Hourly Permit Total Hourly Permit Total Hourly Permit Total 15 41 56 86 0 86 51 0 51 Hourly % Permit %Hourly % Permit %Hourly % Permit % 10AM 7 47% 38 93%10AM 34 40%0%10AM 23 45%0% Noon 11 73% 39 95%Noon 56 65%0%Noon 51 100%0% 4PM 4 27% 36 88%4PM 62 72%0%4PM 50 98%0% Hourly Permit Total Hourly Permit Total Hourly Permit Total 48 0 48 0 36 36 0 34 34 Hourly % Permit %Hourly % Permit %Hourly % Permit % 10AM 34 71%0%10AM 0% 12 33%10AM n/a 0% 30 88% Noon 48 100%0%Noon 0% 23 64%Noon n/a 0% 26 76% 4PM 48 100%0%4PM 0% 22 61%4PM n/a 0% 25 74% Hourly Permit Total Hourly Permit Total 0 5353 28 2452 Hourly % Permit %Hourly % Permit % 10AM 0% 32 60%10AM 19 68% 10 42% Noon 0% 34 64%Noon 27 96% 11 46% 4PM 0% 30 57%4PM 21 75% 8 33% Lot C Period Period Lot R Period Wednesday, 3/12/14Wednesday, 3/12/14 Period Lot Q Lot S/L Wednesday, 3/12/14 Period Period CW CC Period Lot B Period Lot O Emerson High Period 800 High Lot A Emerson Lytton Period Lot H Period Period Lot F Lot P High HamiltonLot D Hamilton Waverley Period Wednesday, 3/12/14 Period Period Lot N ‐ Emerson Ramona Lot E ‐ Gilman BryantLot X‐ Sheraton Period Period Lot T Period Lot G‐ Emerson Ramona Period Lot K Period Wednesday, 3/12/14 Downtown Parking Structure Capacity Use Trends ‐ Hourly and Permit Parking Spaces Off‐Street Parking Occupancy ‐ 4/02‐4/03, 2014 Lot Q Hourly Permit Total Hourly Permit Total Hourly Permit Total 77 134 211 ‐134 134 294 394 688 Hourly % Permit %Hourly % Permit %Hourly % Permit % 8 am ‐ 10 am 17 22% 70 52%8 am ‐ 10 am ‐NA 48 36%8 am ‐ 10 am 82 28% 151 38% Noon ‐ 2 pm 76 99% 145 108%Noon ‐ 2 pm ‐NA 115 86%Noon ‐ 2 pm 292 99% 308 78% 7 pm ‐ 9 pm 77 100% 126 94%7 pm ‐ 9 pm ‐NA 67 50%7 pm ‐ 9 pm 297 101% 177 45% Midnight ‐ 2 am 9 12% 20 15%Midnight ‐ 2 am 0 NA 18 13%Midnight ‐ 2 am 12 4% 18 5% Hourly Permit Total Hourly Permit Total Hourly Permit Total 201 388 589 187 519 706 63 ‐63 Hourly % Permit %Hourly % Permit %Hourly % Permit % 8 am ‐ 10 am 51 25% 191 49%8 am ‐ 10 am 182 97% 117 23%8 am ‐ 10 am 27 43%‐NA Noon ‐ 2 pm 182 91%292 75%Noon ‐ 2 pm 186 99% 365 70%Noon ‐ 2 pm 55 87%‐NA 7 pm ‐ 9 pm 156 78% 80 21%7 pm ‐ 9 pm 174 93% 349 67%7 pm ‐ 9 pm 63 100%‐NA Midnight ‐ 2 am 27 13% 15 4%Midnight ‐ 2 am 22 12% 77 15%Midnight ‐ 2 am 15 24%‐NA Hourly Permit Total Hourly Permit Total Hourly Permit Total 25 27 52 78 ‐78 68 ‐68 Hourly % Permit %Hourly % Permit %Hourly % Permit % 8 am ‐ 10 am 11 44% 6 22%8 am ‐ 10 am 16 21%‐NA 8 am ‐ 10 am 7 10%‐NA Noon ‐ 2 pm 25 100% 26 96%Noon ‐ 2 pm 68 87%‐NA Noon ‐ 2 pm 58 85%‐NA 7 pm ‐ 9 pm 25 100% 22 81%7 pm ‐ 9 pm 78 100%‐NA 7 pm ‐ 9 pm 51 75%‐NA Midnight ‐ 2 am 5 20% 2 7%Midnight ‐ 2 am 17 22%‐NA Midnight ‐ 2 am 11 16%‐NA Hourly Permit Total Hourly Permit Total Hourly Permit Total 15 41 56 46 ‐46 90 ‐90 Hourly % Permit %Hourly % Permit %Hourly % Permit % 8 am ‐ 10 am 2 13% 26 63%8 am ‐ 10 am 5 11%‐NA 8 am ‐ 10 am 31 34%‐NA Noon ‐ 2 pm 8 53% 39 95%Noon ‐ 2 pm 45 98%‐NA Noon ‐ 2 pm 63 70%‐NA 7 pm ‐ 9 pm 14 93% 21 51%7 pm ‐ 9 pm 45 98%‐NA 7 pm ‐ 9 pm 86 96%‐NA Midnight ‐ 2 am 0 0% 2 5%Midnight ‐ 2 am 0 0%‐NA Midnight ‐ 2 am 4 4%‐NA Hourly Permit Total Hourly Permit Total Hourly Permit Total 48 ‐48 86 ‐86 51 ‐51 Hourly % Permit %Hourly % Permit %Hourly % Permit % 8 am ‐ 10 am 24 50%‐NA 8 am ‐ 10 am 24 28%‐NA 8 am ‐ 10 am 11 22%‐NA Noon ‐ 2 pm 46 96%‐NA Noon ‐ 2 pm 67 78%‐NA Noon ‐ 2 pm 47 92%‐NA 7 pm ‐ 9 pm 48 100%‐NA 7 pm ‐ 9 pm 84 98%‐NA 7 pm ‐ 9 pm 51 100%‐NA Midnight ‐ 2 am 10 21%‐NA Midnight ‐ 2 am 4 5%‐NA Midnight ‐ 2 am 9 18%‐NA Hourly Permit Total Hourly Permit Total Hourly Permit Total 05353 NANANA ‐34 34 Hourly % Permit %Hourly % Permit %Hourly % Permit % 8 am ‐ 10 am ‐NA 25 47%8 am ‐ 10 am 0 NANANA 8 am ‐ 10 am ‐NA 25 74% Noon ‐ 2 pm ‐NA 37 70%Noon ‐ 2 pm 15 NA NA NA Noon ‐ 2 pm ‐NA 32 94% 7 pm ‐ 9 pm ‐NA 25 47%7 pm ‐ 9 pm 14 NA NA NA 7 pm ‐ 9 pm ‐NA 19 56% Midnight ‐ 2 am ‐NA 7 13%Midnight ‐ 2 am 1 NA NA NA Midnight ‐ 2 am ‐NA 3 9% Hourly Permit Total 28 24 52 Hourly % Permit % 8 am ‐ 10 am 1 4% 4 17% Noon ‐ 2 pm 27 96% 14 58% 7 pm ‐ 9 pm 26 93% 20 83% Midnight ‐ 2 am 0 0% 2 8% Period Wed/Thur, 4/02‐4/03, 2014 Period Period Lot O Emerson High Note: Valet parking at this location; cars were being double‐parked. Wed/Thur, 4/02‐4/03, 2014Wed/Thur, 4/02‐4/03, 2014 Lot C Period Wed/Thur, 4/02‐4/03, 2014 Period WC Period Lot S/L Wed/Thur, 4/02‐4/03, 2014 CC Wed/Thur, 4/02‐4/03, 2014 Wed/Thur, 4/02‐4/03, 2014 Lot B Period Wed/Thur, 4/02‐4/03, 2014 Period Lot A Emerson Lytton Wed/Thur, 4/02‐4/03, 2014 Period Wed/Thur, 4/02‐4/03, 2014 Lot HLot F Wed/Thur, 4/02‐4/03, 2014 Period Wed/Thur, 4/02‐4/03, 2014 Lot P High HamiltonLot D Hamilton Waverley Period Wed/Thur, 4/02‐4/03, 2014 Period Period Wed/Thur, 4/02‐4/03, 2014 Lot N ‐ Emerson Ramona Lot E ‐ Gilman BryantLot M Period Wed/Thur, 4/02‐4/03, 2014 Period Wed/Thur, 4/02‐4/03, 2014 Period Lot G‐ Emerson Ramona Period Wed/Thur, 4/02‐4/03, 2014 Lot T Period Wed/Thur, 4/02‐4/03, 2014 Lot K Period Wed/Thur, 4/02‐4/03, 2014 Lot R Downtown Parking Structure Capacity Use Trends ‐ Hourly and Permit Parking Spaces Off‐Street Parking Occupancy ‐ 4/25, 2014 Lot Q Hourly Permit Total Hourly Permit Total Hourly Permit Total 77 134 211 ‐134 134 381 307 688 Hourly % Permit %Hourly % Permit %Hourly % Permit % 8 am ‐ 10 am 33 43% 89 66%8 am ‐ 10 am N/A NA 48 36%8 am ‐ 10 am 169 44% 151 49% Noon ‐ 2 pm 69 90% 99 74%Noon ‐ 2 pm N/A NA 115 86%Noon ‐ 2 pm 174 46% 308 100% 4 pm ‐ 6 pm 75 97% 76 57%4 pm ‐ 6 pm N/A NA 67 50%4 pm ‐ 6 pm 302 79% 177 58% Hourly Permit Total Hourly Permit Total Hourly Permit Total 201 388 589 187 519 706 63 ‐63 Hourly % Permit %Hourly % Permit %Hourly % Permit % 8 am ‐ 10 am 41 20% 289 74%8 am ‐ 10 am 146 78% 124 24%8 am ‐ 10 am 12 19%‐NA Noon ‐ 2 pm 90 45% 321 83%Noon ‐ 2 pm 175 94% 287 55%Noon ‐ 2 pm 45 71%‐NA 4 pm ‐ 6 pm 105 52% 360 93%4 pm ‐ 6 pm 180 96% 239 46%4 pm ‐ 6 pm 39 62%‐NA Hourly Permit Total Hourly Permit Total Hourly Permit Total 25 27 52 78 ‐78 68 ‐68 Hourly % Permit %Hourly % Permit %Hourly % Permit % 8 am ‐ 10 am 18 72% 10 37%8 am ‐ 10 am 45 58%‐NA 8 am ‐ 10 am 44 65%‐NA Noon ‐ 2 pm 24 96% 27 100%Noon ‐ 2 pm 66 85%‐NA Noon ‐ 2 pm 42 62%‐NA 4 pm ‐ 6 pm 24 96% 24 89%4 pm ‐ 6 pm 78 100%‐NA 4 pm ‐ 6 pm 61 90%‐NA Hourly Permit Total Hourly Permit Total Hourly Permit Total 15 41 56 46 ‐46 90 ‐90 Hourly % Permit %Hourly % Permit %Hourly % Permit % 8 am ‐ 10 am 10 67% 28 68%8 am ‐ 10 am 42 91%‐NA 8 am ‐ 10 am 67 74%‐NA Noon ‐ 2 pm 13 87% 32 78%Noon ‐ 2 pm 34 74%‐NA Noon ‐ 2 pm 69 77%‐NA 4 pm ‐ 6 pm 14 93% 36 88%4 pm ‐ 6 pm 35 76%‐NA 4 pm ‐ 6 pm 85 94%‐NA Hourly Permit Total Hourly Permit Total Hourly Permit Total 48 ‐48 86 ‐86 51 ‐51 Hourly % Permit %Hourly % Permit %Hourly % Permit % 8 am ‐ 10 am 6 13%‐NA 8 am ‐ 10 am 68 79%‐NA 8 am ‐ 10 am 34 67%‐NA Noon ‐ 2 pm 41 85%‐NA Noon ‐ 2 pm 80 93%‐NA Noon ‐ 2 pm 39 76%‐NA 4 pm ‐ 6 pm 39 81%‐NA 4 pm ‐ 6 pm 78 91%‐NA 4 pm ‐ 6 pm 17 33%‐NA Hourly Permit Total Hourly Permit Total Hourly Permit Total 05353 NA36NA ‐34 34 Hourly % Permit %Hourly % Permit %Hourly % Permit % 8 am ‐ 10 am ‐NA 23 43%8 am ‐ 10 am N/A NA 23 64%8 am ‐ 10 am ‐NA 21 62% Noon ‐ 2 pm ‐NA 26 49%Noon ‐ 2 pm N/A NA 27 75%Noon ‐ 2 pm ‐NA 24 71% 4 pm ‐ 6 pm ‐NA 24 45%4 pm ‐ 6 pm N/A NA 14 39%4 pm ‐ 6 pm ‐NA 26 76% Hourly Permit Total 28 24 52 Hourly % Permit % 8 am ‐ 10 am 22 79% 18 75% Noon ‐ 2 pm 18 64% 19 79% 4 pm ‐ 6 pm 15 54% 20 83% Period Friday, April 25 Period Period Lot O Emerson High Friday, April 25Friday, April 25 Lot C Period Lot S/L Friday, April 25 Period Friday, April 25 Period WC CC Friday, April 25 Friday, April 25 Lot B Period Friday, April 25 Period Lot A Emerson Lytton Period Friday, April 25 Lot H Period Friday, April 25 Period Friday, April 25 Lot F Friday, April 25 Period Friday, April 25 Lot P High HamiltonLot D Hamilton Waverley Period Friday, April 25 Lot N ‐ Emerson Ramona Lot E ‐ Gilman BryantLot X ‐ Sheraton Period Friday, April 25 Period Friday, April 25 Period Lot G‐ Emerson Ramona Period Friday, April 25 Lot T Period Friday, April 25 Lot K Period Friday, April 25 Lot R City of Palo Alto Parking Improvement Report ATTACHMENT C July 31, 2014 Page 2 Table of Contents Executive Summary Page 3 Goals Page 3 Recommendations Page 4 Signage Page 4 Communication Page 6 Operational Policies & Controls Page 8 · Off-Street Operations Page 8 · On-Street Operations Page 12 · On-Street Residential Operations Page 13 Conclusion Page 13 July 31, 2014 Page 3 Executive Summary The City of Palo Alto has hired SP+ to evaluate Downtown parking and make recommendations to improve ease of use, improve controls, and relieve congestion while supporting the goals of the City and community stakeholders. SP+ met with City of Palo Alto Staff and Downtown parking stakeholders on April 16, 2014 and May 15, 2014 to review current parking challenges within Downtown. The group shared “issues” in Palo Alto related to parking and had a high- level discussion about potential solutions parking management and technology strategies for off-street and on-street parking. This report provides a summary of the goals identified at the meeting and SP+’s recommendations on potential solutions. Goals Improve Parking Controls: Prioritize Parking in the Commercial Core to Downtown Businesses & Prioritize parking on residential streets to Residents. It is estimated that the current Visitor parking supply in the Downtown Core is sufficient to support retail operations but is impacted by commuter employee activities due to the current parking strategies. As the City plans for Residential Priority Parking (RPP) programs, improved controls are needed to restrict parking for retail operations while making permit parking more flexible. Make Parking Easier for Visitors and Businesses Palo Alto’s parking program needs to provide comprehensive parking information in a clear and concise manner. The current parking program provides some challenges to visitors and businesses that are new to the area due to a lack of clear parking guidance. The existing signage which highlights routes to parking facilities, although robust, lacks driver attention making it difficult for visitors to make easy decisions regarding parking availability. The current employee parking permit process also provides some challenges. The permit management process could be improved to improve awareness and ease of use for current employee permits and future residential permits. Develop Solutions with Minimal Impact on Downtown Charm Part of the charm of downtown Palo Alto is the curb appeal of the business which appear welcoming to everyone that drives by. Branding of signage can contribute to the downtown experience and better guide motorists to parking facilities. Innovations in revenue and access controls, without gate controls, would be preferred by many stakeholders. July 31, 2014 Page 4 Recommendations We recommend improvements to the signage, communication, and operation controls. This will allow the city to address each item as promptly as possible. Signage Improve Way Finding Signage Improved signage and permit processing will greatly enhance the parking experience for visitors and businesses. The current signage program that utilizes industry-standard parking guidance signage has several shortcomings: · Visibility of Guide Signs: Standard white text on green background guide signs wash away in the background of drivers. In addition, many of the city’s existing signs are mounted high on electrical standards or are blocked by mature trees. · Visibility of Parking Restriction Signs: The city’s color zone system parking restriction signs are installed parallel to street curbs making it difficult for motorists to see them until after they have parked, if they are noticed by motorists at all. Industry standard practice is to mount signs either perpendicular or slightly angled compared to the street curb face to help improve visibility. July 31, 2014 Page 5 · Sign Color: The pastel colors used on the city’s downtown color zone system are difficult to read, especially on older signs that have warn due to sun exposure. In addition, the use of smaller text on these signs (designed to educate motorists on legal parking duration) make them difficult to read. Many motorists whom have been cited for parking longer than the allowable color zone system have noted to the city that they did not understand the system. This may have a long-term impact to retail operations of the downtown. Palo Alto Garage Entrance Signage San Jose Garage Entrance Signage · Parking Guidance System (PGS): Customers currently have to drive through City parking facilities to determine the availability of parking and at peak demand periods some of these customers need to drive through more than one facility before finding a parking space. PGS programs utilize vehicle count systems installed at facilities to communicate parking availability to customers through strategically placed street signage. These systems typically require either metal detection equipment (called loops) or optical count sensors to be installed in the entrance and exit lanes. This count equipment would be connected to a server with software that would track occupancy and send count information to dynamic PGS signs that would be installed at key traffic intersections. Following is an example of a PGS sign in San Jose. Additional examples of PGS signs from other California municipalities are included in Attachment A. The City has developed a comprehensive list of the guidance signs throughout Downtown which can be utilized to expedite the process for upgrading the signs. Successful past signage programs such as the Parking Banner program should be integrated with any system wide updates. July 31, 2014 Page 6 Recommendation No. 1 – Branding Program & Standardized Sign Installation Implementing a new branding program for downtown parking that clearly identifies the parking facilities would address all of the City’s goals. Concepts of innovative parking branding signs are provided in Attachment A. The development of a branding program also introduces an opportunity for public engagement and creates opportunities to highlight additional parking features such as Electric Vehicle, Accessible, and Bicycle Parking, all of which are already available Downtown. The new branding program should consist of high contrast sign colors that are consistent throughout the city with simplified instructions. Way finding sings should be placed at key intersections and facility entrances should be clearly identified with curbside or building mounted signage. Dynamic way finding signage, typically a strategy of more robust Parking Guidance Systems (PGS) can complement static way finding signage. Examples of PGS signs from other California municipalities are included in Attachment A. Existing sign installations should be manually surveyed and signs that are mounted parallel to the street curb should be rotated to help improve motorist’s visibility. Communication Enhance City Website & Internet Presence The City website currently has limited parking information available for visitors, employees, and residents, and, the City does not have an Application (App) to assist customers. An all-inclusive online tool could be created to streamline the application process and the distribution of permits to various groups. This could eliminate the need for permit holders to enter city hall to procure permits even to renew permits. Once some of these features are added to the City’s website, businesses can link their sites to the City’s site to help communicate parking options to their customers and employees. Business outreach programs could also be developed to advise business where to have their visitors and employees park. Recommendation No. 2 – Enhance City Website The City should expand the functionality of its website and offer more internet based services for their customers which could support the City’s goals to Make Parking Easier, and, Improve Parking Controls. The website could be expanded to include information about parking programs, maps to identify the location of parking facilities, and information about local events and businesses. An all-inclusive online tool could be created to streamline the application process and the distribution of permits to various groups. This could eliminate the need for permit holders to enter city hall to procure permits even to renew permits. Once some of these features are added to the City’s website, businesses can link their sites to the City’s site to help communicate parking options to their customers and employees. Business outreach programs could also be developed to advise business where to have their July 31, 2014 Page 7 visitors and employees park. The City’s website should also be designed to optimize it’s view on mobile devices. The following is an example of a city website with a direct link to parking data from the visitor tab. Examples of municipal website parking landing pages from the City of Haverhill, Massachusetts, www.ci.haverhill.ma.us and, the City of Montclair, New Jersey www.montclairnjusa.org are provided in Attachment A. The City of Haverhill site has detailed parking information including a map of available parking facilities. The City of Montclair site has information about parking rates and a link to purchase parking online. Recommendation No. 3 – Develop a Downtown Palo Alto Parking App A Downtown Palo Alto App for mobile devices could also be developed and would support the City’s goal of Making Parking Easier. The App should be developed once the City’s website has been expanded to include more parking information. The App would direct customers to convenient parking facilities, provide parking time limit and rate information and provide parking payment options. This can be combined with effective branding signage to help advertise the app availability for visitors entering downtown for the first time. The App can be further promoted through partnerships with local organizations such as the Chamber of Commerce and be made available as part of the city’s roll-out of its new business registry. July 31, 2014 Page 8 Recommendation No. 4 – Develop Online Permit Sales We recommend the implementation of an online permit sales program to address all of the City’s parking permit needs and streamline permit administration. Functionality to support online permit sales should be included in any permit related RFPs. Operation Policies & Controls Off-Street Operations The garages currently have the first floors reserved for three hour short term customers with the upper floors reserved for monthly permit customers. Full day visitor daily permits are also available through the City but require the customers to obtain a permit at City Hall. Parking is provided at no charge for the short term customers and monthly permits are sold by the City. The separate parking zones in the garages are controlled somewhat loosely through enforcement patrols by the Police Department during limited hours throughout the week. The current permit costs for long term and daily parking should be evaluated to help determine if opportunities exist to help encourage behavior change in the parking practices of employees. The current rates provide few options to users of varying income levels due to the high upfront cost to obtain a permit. Long term parking permits which are sold as annual passes for $466 would be more accessible if they were sold at a monthly rate. The daily permit rate of $17.50 is very expensive for a market where the effective long term parking rate per day is only $2.00 (based on the commuter permit rate) and with nearby CalTrain commuter parking at only $5.00 per day. Local municipal parking rate details are included in the Rate Survey in Attachment A. July 31, 2014 Page 9 Recommendation No. 5 – Revise Time Limit We recommend that the City revise the three hour time limit in the garages to be consistent with the two hour time limit for the City’s surface lot operations. This would support the City’s goals of Making Parking Easier, and, Improving Parking Controls. It is also consistent with the average visitor length of stay data that is available for two other South Bay & Peninsula cities. The City of San Jose experiences average lengths of say at non-convention facilities of 1 hour and 40 minutes or less. The City of San Mateo experiences average visitor length of stays under two hours. Local municipal parking rate details are included in the Rate Survey in Attachment A. Recommendation No. 6 – Offer More Permit Pricing Options We recommend offering a larger variety of permit pricing options to include monthly permits, employee permits, and daily permits. This would support the City’s goal to Make Parking Easier. · Monthly Permits: We recommend offering a monthly rate and a discounted annual rate. · Employee Permits: Long term parking permits could be assigned to specific facilities or on- street parking zones. The City can explore the option of tiered parking permits so that lower-cost permits are available only to park upper floors of garages where permit occupancy is lower than other floors or at parking facilities farther from the downtown core. Formalizing temporary permits for Construction Worker permits could be provided at discounted rates with an authentication process. · Daily Permits: We recommend offering daily parking permits for visitors, low wage workers, and construction workers online through a custom permit processing system, or, on-site though the use of an access control system, at rates that are more appropriate. Local municipal parking rate details are included in the Rate Survey in Attachment A. Recommendation No. 7 – Eliminate Color Coded Zones The distribution of parking between short term and long term users should also be evaluated at this time to support all of the City’s goals. We recommend eliminating the colored zones which were intended to restrict long term use but are regularly used by long term customers who get around the requirements by moving their vehicles or taking calculated risks of citation based on the perception of loose enforcement. We recommend establishing some visitor-only facilities and possibly some long term only facilities. Pricing differences can also be utilized to incentivize the public to take advantage of lower cost options in less utilized facilities. This should be included with an RFP to address the other signage recommendations in this report. Recommendation No. 8 – Implement Onsite Off-Street Paid Parking Options We recommend that the City develop a program that would enable visitors to more easily obtain and pay for daily access beyond the time limit and tighten controls to improve compliance with the City’s intended policies. We recommend that the City pursue both gated and gateless operation options to determine the most viable and cost effective solution. With either type of paid parking operation, the City may have increased operational costs associated with July 31, 2014 Page 10 administration of the paid parking system, monitoring equipment, auditing revenue collections, and coordinating parking needs with local stakeholders. This would support the City’s goals to Make Parking Easier, and, Improve Parking Controls. Local municipal parking rate details are included in the Rate Survey in Attachment A. · Gated Garage Operations: Gated operations are the traditional method for controlling access and collecting parking fees. These operations use equipment technology that is readily available and proven in the industry. While this type of equipment would support the City’s goals to Improve Parking Controls, and, Make Parking Easier for Visitors and Businesses, some stakeholders believe it would have a negative impact on the Downtown Charm. Implementation of gated garage operations would require the installation of barrier gates in the entrance and exit lanes. The entrance lanes would also have a machine that would read monthly parking access cards and dispense visitor tickets. The exit lanes would have machines that would read monthly parking access cards and process prepaid visitor tickets or accept credit card payments. Pay station machine(s) to enable visitors to pay before they exit would be placed in elevator lobbies or other primary pedestrian entry and exit point(s). With this type of system, visitors would pull into the garage, take a ticket from the machine which would trigger the gate to open, and then pull into the garage and park. Signage in the entrance lanes and throughout the garage would instruct visitors to take their tickets with them and prepay before exiting. When visitors return to the garage, signage will direct them to pay for their parking at the pay station before exiting, and, once they reach the exit lane they will enter their ticket into the machine which will open the gate if there are no outstanding fees due, or, will instruct them to pay with a credit card. Gated Garage Equipment Example Since the gates will control access and compel customers to comply with parking rates, parking enforcement would not be needed. Therefore, we estimate that the City could somewhat reduce its enforcement costs if the this type of operation is implemented. · Gateless Garage Operations: The use of gateless equipment would meet all of the City’s goals but is not as readily available and could have higher ongoing operating costs. There are two types of License Plate Recognition (LPR) gateless operations that could be considered. With these types of operations, customers would have the option of paying to July 31, 2014 Page 11 park longer than the free period by using an onsite pay station or a parking application (App). o Static LPR Operation with Active Enforcement: Static LPR would meet all of the City’s goals but would maintain or increase the City’s recurring operating costs for enforcement. This operation would use license plate scanning equipment in the entrance and exit lanes and would require enforcement staff. The scanning equipment would be connected to a server with software that would track vehicle length of stay and payment information. Pay station machine(s) would be placed in elevator lobbies or other primary pedestrian entry and exit point(s) to enable visitors to pay for parking. A remote payment App for smart phones would also be implemented to enable customers to process payments directly from their phones. Enforcement staff would be notified by the system when a vehicle has exceeded the free or paid parking limit and enforcement staff would need to be dispatched to the facility to issue a ticket. With this type of system, visitors would simply pull into the garage and park. Signage in the entrance lanes and throughout the garage would instruct visitors to make note of their license plate and that they must process a payment at the pay station or through the remote payment App if they exceed the time limit for free parking. o Static LPR Operation with Passive Enforcement: An LPR operation with passive enforcement would meet all of the City’s goals and would have low recurring operating costs. However, it would require higher parking rates to recoup the cost of citation processing, and, it would rely on technology that is relatively new to the market and may not be immediately available. This operation would use license plate scanning equipment in the entrance and exit lanes and payment options that are the same as the equipment described above for the LPR operation with active enforcement. However, with this type of operation, enforcement staff would not be required. Access would be controlled through the distribution of parking fee invoices that would be automatically mailed to customers that the system observed entering and exiting without processing a payment. This technology would utilize the Department of Motor Vehicles to enforce payment of parking invoices by restricting vehicle registration for customers that have not paid their parking fees. The processing costs to mail invoices to customers that exit without paying onsite or online for parking will be approximately $5.00 for each invoice. These processing costs would need to be added to the City’s target revenue per transaction and would likely require higher parking rates. Since parking invoices will be automatically distributed to customers that do not pay before exiting, parking enforcement would not be needed. Therefore, we estimate July 31, 2014 Page 12 that the City could somewhat reduce its enforcement costs if the this type of operation is implemented. · Gateless Surface Lot Operations: We recommend that the City install pay station machines on the surface lots to enable customers to pay to extend their parking beyond the free period. With this type of operation one or two pay station machines would be strategically placed on each surface lot. With this type of operation, visitors would simply pull into the lot and park. Signage in the entrance lanes and throughout the lot would instruct visitors to make note of their license plate and that they must process a payment at the pay station or through the remote payment App if they exceed the time limit for free parking. Enforcement for this type of operation would require regular patrols to issue citations to vehicles that have exceeded the free period without processing a payment. This is similar to the current enforcement requirements and is not expected to have an impact on enforcement costs. · Equipment and Operating Cost Analysis for Gated & Gateless Operations: Equipment Administrative* Enforcement** Total Operation Gated Garages - Gateless Pay & Display Lots w/ Active Enforcement $1,100,000 $150,000 ($35,000)$115,000 Gateless Garages w/ Static LPR - Gateless Pay & Display Lots Active Enforcement $600,000 $150,000 $0 $150,000 Passive Enforcement $500,000 $150,000 ($35,000)$115,000 Estimated Equipment Investment and New Annual Operating CostsType of Operation On-Street Operations Current enforcement efforts are hindered by manual processes and complex parking zone rules which have resulted in relatively low compliance. Additionally, the presence of enforcement officers is viewed by businesses and customers as a somewhat stern presence in the downtown area. Recommendation No. 9 – Enhance On-Street Parking Enforcement The current enforcement operation is relying on outdated technology. Advanced LPR equipment could be utilized to expedite patrols and facilitate more visitor support from the enforcement staff. We recommend improving the enforcement technology to reduce enforcement costs. This would support all of the City’s goals. July 31, 2014 Page 13 On-Street Residential Operations The City is developing a RPP policy that may help to normalize parking fluctuation in and around downtown for downtown visitors and employees. The evaluation of RPP is not within the scope of this study but is being referenced as an active parking strategy currently under development. The implementation of RPP and the recommendations in this report will provide the City with a basis on which to formulate a coordinated parking management plan for the downtown and vicinity. Conclusion Working with the City and local stakeholders, we have identified three goals to improve the parking in Downtown Palo Alto. The goals are to Improve Parking Controls, Make Parking Easier, and Develop Solutions with Minimal Impact on Downtown Charm. The recommendations outlined in this report will address all of the City’s goals by improving Signage, Communication, and Operations. We recommend that the City pursue one RFP for all of these categories to ensure that one successful bidder is responsible for delivering a comprehensive and cohesive solution to the City’s parking needs. July 31, 2014 Page 14 Attachment A July 31, 2014 Page 15 Sample branding signage from California cities: The City of San Jose City of Walnut Creek July 31, 2014 Page 16 Sample Parking Guidance System (PGS) signage from other cities: The City of San Jose The City of San Francisco July 31, 2014 Page 17 Sample municipal landing page (1 of 2): July 31, 2014 Page 18 Sample municipal landing page (2 of 2): July 31, 2014 Page 19 City Name Regular $ Time Max. Burlingame Free 2 Hours $0.50 Hour San Mateo $42.50 $0.50 Hour N/A San Carlos $0.25 Hour $2.50 Redwood City $60.00 $30.00 Low Demand $0.50 Hour N/A Free Eve & Sun Mountain View $50.00 Free 4 HoursSan Jose $100.00 $1.00 20 Min $20.00 $5.00 Eve/W/E Other RatesOther Peninsula and South Bay Rate Survey Visitor RatesMonthly Parking City of Palo Alto (ID # 5027) City Council Staff Report Report Type: Action Items Meeting Date: 8/18/2014 City of Palo Alto Page 1 Summary Title: 2014 League of California Cities Conference Resolution Title: Authorize the City's Delegate to the League of Cities to Support the Proposed Resolution Urging a Statewide Summit to Address Safety and Environmental Impacts of Illegal Marijuana Cultivation From: City Manager Lead Department: City Manager Recommendation Staff recommends that the Council authorize the City’s voting delegate to vote yes on the resolution to be considered at the 2014 Annual League of California Cities (LOCC) Conference urging a statewide summit to address safety and environmental impacts from illegal marijuana cultivation. Background Each year, the LOCC accepts one or many resolutions from member cities and elected officials to be adopted at its annual conference. Before the conference, the resolutions undergo review by the appropriate LOCC policy committees. On Wednesday, September 3rd, policy committees will meet for a final review of this year’s resolution. Next, the General Resolutions Committee will meet on Thursday, September 4th, to consider the policy committees reports and to take action on their recommended position. Resolutions that are approved by the General Resolutions Committee will then be reported on the floor of the General Assembly at the annual business meeting on Friday, September 5th. The voting delegates at the annual business meeting make the final determination on the resolution. The resolution to be considered by the LOCC’s policy committees are subject to change from their current form. By approving the recommendation for the resolution, our City LOCC representatives, Mayor Shepherd with Councilmember Scharff as the alternate, will have the Council's general guidance for votes to be taken on each resolution and are authorized to vote on amended resolutions deemed to be in the best interest of the City. Discussion City of Palo Alto Page 2 The LOCC resolution analysis and the full resolution language in its current form are included in the attached LOCC Conference Packet (Attachment A). A summary of what’s included in the packet is provided below, including staff’s recommended City vote. Proposed Resolution (Opening Paragraph Prior to the “Whereas” Statements) A resolution calling upon the Governor and the Legislature to convene a summit to address the devastating environmental impacts of illegal marijuana grows on both private and public lands throughout California and the increasing problems to public safety related to these activities by working in partnership with the League of California Cities to develop responsive solutions and to secure adequate funding for cost-effective implementation strategies. Staff’s Recommended Vote on the Resolution Yes League of California Cities Staff Analysis Summary This Resolution seeks to highlight the environmental and public safety issues triggered by illegal marijuana cultivation, and calls upon the League, the Governor and the Legislature to take action by convening a summit to address the environmental impacts of such cultivation sites. It also calls upon the State of California to provide solutions in response, including sufficient funding to decisively address the problem. Background The sponsor of this resolution argues that when California voters approved Proposition 215 in 1996, little thought was given to a wide range of problems which have emerged in association with the increased availability and demand for marijuana. Cities within the Redwood Empire Division have grappled with the impacts of illicit marijuana cultivation sites for decades. Yet in recent years the environmental degradation from marijuana growing operations and public safety threats have grown exponentially. In 2011, Fort Bragg City Council Member Jere Melo was fatally shot while investigating illegal marijuana cultivation on private timber lands in Mendocino County. Illegal marijuana cultivation activities are causing extreme environmental degradation including habitat destruction and fragmentation, illegal water diversions, killing and poisoning wildlife, unregulated use of fertilizers, pesticides, rodenticides contaminating land and polluting waters without regard for the cumulative impacts to the environment and the public’s health and safety. It is expensive to remediate this environmental destruction which often destroys significant, federal, state, local, tribal and private investments in restoring or protecting the surrounding landscape. Critical water shortages across the state due to prolonged drought conditions have resulted in the Governor declaring a Drought State of Emergency. Illegal water diversions for the purposes of cultivating marijuana plantations are increasing throughout the state. These activities impact City of Palo Alto Page 3 agricultural production and domestic water use. The cumulative impacts to watershed health are considerable and pose direct threats to California’s salmon, trout and other sensitive aquatic species, especially at critical life stages during seasonally low flow conditions. In addition, under drought conditions, the risk of fire is elevated. The presence of marijuana grow sites in fire prone areas contributes to potential wildfire risks at the Wildland/Urban Interface. The lack of oversight of marijuana cultivation operations to ensure compliance with existing state and federal environmental regulations is impacting water quality and quantity statewide. The current legal and regulatory framework is inadequate to address numerous environmental issues, as well as public health and safety. Public concern for widespread environmental damage resulting from unregulated growing operations and escalating violent crimes associated with the marijuana industry has reached a tipping point across the state. The Redwood Empire Division joins with other cities throughout the state in a call for action to reverse these trends. Fiscal Impact If the policy advocated by the Resolution is implemented by the state, there will be ongoing and unspecified costs to the State General Fund for enforcement activities, primarily in the rural counties where many of the illicit marijuana cultivation sites are located. Conservatively, the annual costs could run in the hundreds of thousands to low millions to patrol likely grow sites, crack down on illegal water diversion activities, and provide consistent environmental clean-up made necessary by illegal rodenticides and pesticides. Comment To assure success, counties will have to be actively involved in any policy change geared toward rigorous and consistent enforcement against illegal marijuana grows, given the fact that many of the cultivation sites are located in rural areas under the direct authority of county governments. This will require a dialogue with counties, during which the question of local political will to enforce the law, in addition to securing the necessary funding, will arise. If counties should opt not to play an active part in an aggressive enforcement strategy, the chances of success are questionable. Existing League Policy Related to this Resolution, existing policy provides: The League opposes the legalization of marijuana cultivation and use for non-medicinal purposes. Reaffirming that local control is paramount, the League holds that cities should have the authority to regulate medical marijuana dispensaries, cooperatives, collectives or other distribution points if the regulation relates to location, operation or establishment to best suit the needs of the community. City of Palo Alto Page 4 The League affirms that revenue or other financial benefits from creating a statewide tax structure on medical marijuana should be considered only after the public safety and health ramifications are fully evaluated. Attachments: A - LOCC Conference Packet_9-2014 (PDF) Annual Conference Resolutions Packet 2014 Annual Conference Resolutions 116th Annual Conference Los Angeles September 3 - 5, 2014 INFORMATION AND PROCEDURES RESOLUTIONS CONTAINED IN THIS PACKET: The League bylaws provide that resolutions shall be referred by the president to an appropriate policy committee for review and recommendation. Resolutions with committee recommendations shall then be considered by the General Resolutions Committee at the Annual Conference. This year, one resolution has been introduced for consideration by the Annual Conference and referred to the League policy committees. POLICY COMMITTEES: Two policy committees will meet at the Annual Conference to consider and take action on the resolution referred to them. The committees are Environmental Quality and Public Safety. These committees will meet on Wednesday, September 3, 2014, at the JW Marriott Hotel in Los Angeles. The sponsor of the resolution has been notified of the time and location of the meetings. GENERAL RESOLUTIONS COMMITTEE: This committee will meet at 1:00 p.m. on Thursday, September 4, at the Los Angeles Convention Center, to consider the reports of the two policy committees regarding the resolution. This committee includes one representative from each of the League’s regional divisions, functional departments and standing policy committees, as well as other individuals appointed by the League president. Please check in at the registration desk for room location. ANNUAL LUNCHEON/BUSINESS MEETING/GENERAL ASSEMBLY: This meeting will be held at 12:00 p.m. on Friday, September 5, at the Los Angeles Convention Center. PETITIONED RESOLUTIONS: For those issues that develop after the normal 60-day deadline, a resolution may be introduced at the Annual Conference with a petition signed by designated voting delegates of 10 percent of all member cities (47 valid signatures required) and presented to the Voting Delegates Desk at least 24 hours prior to the time set for convening the Annual Business Session of the General Assembly. This year, that deadline is 12:00 p.m., Thursday, September 4. If the petitioned resolution is substantially similar in substance to a resolution already under consideration, the petitioned resolution may be disqualified by the General Resolutions Committee. Resolutions can be viewed on the League's Web site: www.cacities.org/resolutions. Any questions concerning the resolutions procedures may be directed to Meg Desmond at the League office: mdesmond@cacities.org or (916) 658-8224 GUIDELINES FOR ANNUAL CONFERENCE RESOLUTIONS Policy development is a vital and ongoing process within the League. The principal means for deciding policy on the important issues facing cities is through the League’s eight standing policy committees and the board of directors. The process allows for timely consideration of issues in a changing environment and assures city officials the opportunity to both initiate and influence policy decisions. Annual conference resolutions constitute an additional way to develop League policy. Resolutions should adhere to the following criteria. Guidelines for Annual Conference Resolutions 1. Only issues that have a direct bearing on municipal affairs should be considered or adopted at the Annual Conference. 2. The issue is not of a purely local or regional concern. 3. The recommended policy should not simply restate existing League policy. 4. The resolution should be directed at achieving one of the following objectives: (a) Focus public or media attention on an issue of major importance to cities. (b) Establish a new direction for League policy by establishing general principals around which more detailed policies may be developed by policy committees and the board of directors. (c) Consider important issues not adequately addressed by the policy committees and board of directors. (d) Amend the League bylaws (requires 2/3 vote at General Assembly). LOCATION OF MEETINGS Policy Committee Meetings Wednesday, September 3, 2014 JW Marriott Los Angeles Hotel 900 West Olympic Boulevard, Los Angeles Environmental Quality: 9:00 a.m. – 10:30 a.m. Public Safety: 10:30 a.m. – 12:00 p.m. General Resolutions Committee Thursday, September 4, 2014, 1:00 p.m. Los Angeles Convention Center 1201 South Figueroa Street, Los Angeles Annual Business Meeting and General Assembly Luncheon Friday, September 5, 2013, 12:00 p.m. Los Angeles Convention Center 1201 South Figueroa Street, Los Angeles KEY TO ACTIONS TAKEN ON RESOLUTIONS Resolutions have been grouped by policy committees to which they have been assigned. Number Key Word Index Reviewing Body Action 1 2 3 1 - Policy Committee Recommendation to General Resolutions Committee 2 - General Resolutions Committee 3 - General Assembly ENVIRONMENTAL QUALITY POLICY COMMITTEE 1 2 3 1 Illegal Marijuana Grow Site PUBLIC SAFETY POLICY COMMITTEE 1 2 3 1 Illegal Marijuana Grow Site Information pertaining to the Annual Conference Resolutions will also be posted on each committee’s page on the League website: www.cacities.org. The entire Resolutions Packet will be posted at: www.cacities.org/resolutions. KEY TO ACTIONS TAKEN ON RESOLUTIONS (Continued) Resolutions have been grouped by policy committees to which they have been assigned. KEY TO REVIEWING BODIES KEY TO ACTIONS TAKEN 1. Policy Committee A Approve 2. General Resolutions Committee D Disapprove 3. General Assembly N No Action R Refer to appropriate policy committee for study ACTION FOOTNOTES a Amend+ * Subject matter covered in another resolution Aa Approve as amended+ ** Existing League policy Aaa Approve with additional amendment(s)+ *** Local authority presently exists Ra Refer as amended to appropriate policy committee for study+ Raa Additional amendments and refer+ Da Amend (for clarity or brevity) and Disapprove+ Na Amend (for clarity or brevity) and take No Action+ W Withdrawn by Sponsor Procedural Note: Resolutions that are approved by the General Resolutions Committee, as well as all qualified petitioned resolutions, are reported to the floor of the General Assembly. In addition, League policy provides the following procedure for resolutions approved by League policy committees but not approved by the General Resolutions Committee: Resolutions initially recommended for approval and adoption by all the League policy committees to which the resolution is assigned, but subsequently recommended for disapproval, referral or no action by the General Resolutions Committee, shall then be placed on a consent agenda for consideration by the General Assembly. The consent agenda shall include a brief description of the basis for the recommendations by both the policy committee(s) and General Resolutions Committee, as well as the recommended action by each. Any voting delegate may make a motion to pull a resolution from the consent agenda in order to request the opportunity to fully debate the resolution. If, upon a majority vote of the General Assembly, the request for debate is approved, the General Assembly shall have the opportunity to debate and subsequently vote on the resolution. 2014 ANNUAL CONFERENCE RESOLUTIONS RESOLUTION REFERRED TO ENVIRONMENTAL QUALITY AND PUBLIC SAFETY POLICY COMMITTEES 1. A RESOLUTION CALLING UPON THE GOVERNOR AND THE LEGISLATURE TO CONVENE A SUMMIT TO ADDRESS THE DEVASTATING ENVIRONMENTAL IMPACTS OF ILLEGAL MARIJUANA GROWS ON BOTH PRIVATE AND PUBLIC LANDS THROUGHOUT CALIFORNIA AND THE INCREASING PROBLEMS TO PUBLIC SAFETY RELATED TO THESE ACTIVITIES BY WORKING IN PARTNERSHIP WITH THE LEAGUE OF CALIFORNIA CITIES TO DEVELOP RESPONSIVE SOLUTIONS AND TO SECURE ADEQUATE FUNDING FOR COST-EFFECTIVE IMPLEMENTATION STRATEGIES. Source: Redwood Empire Division Concurrence of five or more cities/city officials: Cities of Arcata; Blue Lake; Clearlake; Cloverdale; Crescent City; Eureka; Fort Bragg; Healdsburg; Lakeport; Trinidad; and Ukiah Referred to: Environmental Quality and Public Safety Policy Committees Recommendation to General Resolutions Committee: WHEREAS, public concerns in response to widespread damage to fish and wildlife resources and degradation to California’s environment, and threats to public safety resulting from illegal marijuana cultivation statewide requires urgent action by the Governor and the Legislature, and WHEREAS, local governments and the public support the State’s primary objectives in complying with environmental laws including the Clean Water Act, Porter-Cologne Water Quality Control Act, and Endangered Species Act and are supported by substantial public investments at all levels of government to maintain a healthy and sustainable environment for future citizens of California, and WHEREAS, illegal marijuana cultivation activities include habitat destruction and fragmentation, poaching wildlife, illegal water diversions, unregulated use of fertilizers, pesticides, insecticides, rodenticides, soil amendments contaminating land and waters without regard for the cumulative impacts to the environment or public health, and WHEREAS, changing global climate conditions are posing escalated threats in California to health, well-being, nature and property; as evidenced by critical water shortages across the state due to prolonged drought conditions, and WHEREAS, illegal water diversion for the purpose of cultivating marijuana plantations poses a direct threat to California's endangered and threatened anadromous fish species, including coho salmon, Chinook salmon, steelhead trout and other aquatic species, especially at critical life phases during seasonally low flow conditions; and WHEREAS, California is a leader in the global effort to fight climate change and is pursuing a broad, integrated strategy to reduce greenhouse gas emissions and conserve energy, yet in a recent Lawrence Livermore Lab study estimated that upwards of 10% of electricity usage statewide can be attributed to indoor marijuana cultivation; these sites are often the causation of fires and home invasion incidents due to criminal activity, and WHEREAS, the presence of illegal marijuana growing sites on State and federal public lands is creating unsafe conditions for visitors; these lands are taxpayer supported and intended to be managed for recreation, resource conservation and the enjoyment by the public, and WHEREAS, increasing violence and threats to public safety related to illegal marijuana grows is contributing to a sense of lawlessness and impacting nearby communities where criminal activities are expanding, and WHEREAS, the issue of illegal marijuana grows has reached a crisis level across the state as evidenced by the murder of former League Board member, Fort Bragg Councilmember and veteran forester Jere Melo who was fatally shot down while investigating a report of a marijuana grow on private timberlands in northern California. RESOLVED, at the League General Assembly, assembled at the League Annual Conference on September 5, 2014 in Los Angeles, that the League calls for the Governor and the Legislature to work with the League and other stakeholders to convene a summit to address the devastating environmental impacts of illegal marijuana grows on both private and public lands and the increasing problems to public safety related to these activities. FURTHER RESOLVED, that the League will work with its member cities to educate State and federal officials regarding emerging concerns from their communities and citizenry and to the challenges facing local governments. Therefore, we request the Governor and the Legislature to work with the League to provide responsive solutions with adequate funding support and effective State and federal government leadership to address widespread environmental damage and associated threats to public safety impacting every region in the State of California. ////////// Background Information on Resolution No. 1 Source: Redwood Empire Division Background: When California voters approved Proposition 215 in 1996 there was little thought given to a wide range of problems which have emerged in association with the increased availability and demand for marijuana. Cities within the Redwood Empire Division have grappled with the impacts of illicit marijuana grow sites for decades. Yet in recent years the environmental degradation from marijuana growing operations and public safety threats has grown exponentially. In 2011, Fort Bragg City Council Member Jere Melo was fatally shot while investigating illegal marijuana cultivation on private timber lands in Mendocino County. Illegal marijuana cultivation activities are causing extreme environmental degradation including habitat destruction and fragmentation, illegal water diversions, killing and poisoning wildlife, unregulated use of fertilizers, pesticides, rodenticides contaminating land and polluting waters without regard for the cumulative impacts to the environment and the public’s health and safety. It is expensive to remediate this environmental destruction that often destroys significant, federal, state, local, tribal and private investments in restoring or protecting the surrounding landscape. Public concern for widespread, landscape-level environmental damage resulting from unregulated growing operations and escalating violent crimes associated with the marijuana industry has reached a tipping point across the state. The Redwood Empire Division joins with other cities throughout the state in a call for action to reverse these trends. Current Problem Facing California’s Cities: Cities throughout California state have struggled with regulating medical marijuana dispensaries and grow houses along with the associated community impacts of those facilities and land use activities. Many unforeseen environmental impacts and public safety concerns are now emerging as a consequence of increased production and demand for marijuana. Critical water shortages across the state due to prolonged drought conditions have resulted in the Governor declaring a Drought State of Emergency. Illegal water diversions for the purposes of cultivating marijuana plantations are increasing throughout the state. These activities impact agricultural production and domestic water use. The cumulative impacts to watershed health are considerable and pose direct threats to California’s salmon, trout and other sensitive aquatic species, especially at critical life stages during seasonally low flow conditions. In addition, under drought conditions, the risk of fire is elevated. The presence of marijuana grow sites in fire prone areas contributes to potential wildfire risks at the Wildland/Urban Interface. The presence of illegal marijuana growing sites on state and federal public lands creates unsafe conditions for visitors. These lands are managed with taxpayer support and are intended to be for enjoyment by the public, recreation and conservation. However, the increasing level of violence and threats to public safety related to illegal marijuana grows on both private and public lands are contributing to a sense of lawlessness and impacting nearby communities where criminal activities are expanding. The lack of oversight of marijuana cultivation operations to ensure compliance with existing state and federal environmental regulations is impacting water quality and quantity statewide. The current legal and regulatory framework is inadequate to address numerous environmental issues, as well as public health and safety. Redwood Empire Division Resolution: The Division’s resolution seeks to address the devastating environmental impacts of illegal marijuana grows on both private and public lands throughout California and the rising threat to public safety relating to these illegal sites. The resolution will provide the League with the direction to call upon the Governor and State Legislature to convene a summit to develop responsive solutions, and secure adequate funding for implementation strategies. The issues surrounding marijuana production and distribution are complex and require a comprehensive statewide approach. California cities need to have a strong voice in this process. The mission of the League of California Cities is to enhance the quality of life for all Californians and we believe that our strength lies in the unity of our diverse communities on issues of mutual concern. ////////// League of California Cities Staff Analysis on Resolution No. 1 Staff: Tim Cromartie (916) 658-8252 Committee: Public Safety Policy Committee Summary: This Resolution seeks to highlight the environmental and public safety issues triggered by illegal marijuana cultivation, and calls upon the League, the Governor and the Legislature to take action by convening a summit to address the environmental impacts of such cultivation sites. It also calls upon the State of California to provide solutions in response, including sufficient funding to decisively address the problem. Background: The sponsor of this resolution argues that when California voters approved Proposition 215 in 1996, little thought was given to a wide range of problems which have emerged in association with the increased availability and demand for marijuana. Cities within the Redwood Empire Division have grappled with the impacts of illicit marijuana cultivation sites for decades. Yet in recent years the environmental degradation from marijuana growing operations and public safety threats has grown exponentially. In 2011, Fort Bragg City Council Member Jere Melo was fatally shot while investigating illegal marijuana cultivation on private timber lands in Mendocino County. Illegal marijuana cultivation activities are causing extreme environmental degradation including habitat destruction and fragmentation, illegal water diversions, killing and poisoning wildlife, unregulated use of fertilizers, pesticides, rodenticides contaminating land and polluting waters without regard for the cumulative impacts to the environment and the public’s health and safety. It is expensive to remediate this environmental destruction which often destroys significant, federal, state, local, tribal and private investments in restoring or protecting the surrounding landscape. Critical water shortages across the state due to prolonged drought conditions have resulted in the Governor declaring a Drought State of Emergency. Illegal water diversions for the purposes of cultivating marijuana plantations are increasing throughout the state. These activities impact agricultural production and domestic water use. The cumulative impacts to watershed health are considerable and pose direct threats to California’s salmon, trout and other sensitive aquatic species, especially at critical life stages during seasonally low flow conditions. In addition, under drought conditions, the risk of fire is elevated. The presence of marijuana grow sites in fire prone areas contributes to potential wildfire risks at the Wildland/Urban Interface. The lack of oversight of marijuana cultivation operations to ensure compliance with existing state and federal environmental regulations is impacting water quality and quantity statewide. The current legal and regulatory framework is inadequate to address numerous environmental issues, as well as public health and safety. Public concern for widespread environmental damage resulting from unregulated growing operations and escalating violent crimes associated with the marijuana industry has reached a tipping point across the state. The Redwood Empire Division joins with other cities throughout the state in a call for action to reverse these trends. Note: The League of Cities has joined with the California Police Chiefs Association to co-sponsor legislation, SB 1262 (Correa), to establish a regulatory scheme for medical marijuana that protects local control, addresses the public safety concerns triggered by marijuana regulation, and imposes health and safety standards on marijuana for the first time. However, the measure does not address environmental issues, due to the expense and complexity associated with adding that objective to a bill that already has far-reaching regulatory goals combined with a critical need to contain state costs. Fiscal Impact: If the policy advocated by the Resolution is implemented by the state, there will be ongoing and unspecified costs to the State General Fund for enforcement activities, primarily in the rural counties where many of the illicit marijuana cultivation sites are located. Conservatively, the annual costs could run in the hundreds of thousands to low millions to patrol likely grow sites, crack down on illegal water diversion activities, and provide consistent environmental clean-up made necessary by illegal rodenticides and pesticides. Comment: To assure success, counties will have to be actively involved in any policy change geared toward rigorous and consistent enforcement against illegal marijuana grows, given the fact that many of the cultivation sites are located in rural areas under the direct authority of county governments. This will require a dialogue with counties, during which the question of local political will to enforce the law, in addition to securing the necessary funding, will arise. If counties should opt not to play an active part in an aggressive enforcement strategy, the chances of success are questionable. Existing League Policy: Related to this Resolution, existing policy provides: • The League opposes the legalization of marijuana cultivation and use for non-medicinal purposes. • Reaffirming that local control is paramount, the League holds that cities should have the authority to regulate medical marijuana dispensaries, cooperatives, collectives or other distribution points if the regulation relates to location, operation or establishment to best suit the needs of the community. • The League affirms that revenue or other financial benefits from creating a statewide tax structure on medical marijuana should be considered only after the public safety and health ramifications are fully evaluated. LETTERS OF CONCURRENCE Resolution No. 1 Illegal Marijuana Grow Site