HomeMy WebLinkAboutStaff Report 2402-2615CITY OF PALO ALTO
CITY COUNCIL
Special Meeting
Monday, February 26, 2024
Council Chambers & Hybrid
5:30 PM
Agenda Item
9.Approve Two Contracts for Consultant Services for the Downtown Housing Plan: Contract
Number C24187236 with Wallace Roberts & Todd, LLC (WRT) for a Not-to Exceed Amount
of $1,508,254 to Provide Planning and Consulting Services to Develop the City’s
Downtown Housing Plan for a Term of Two-years with an Optional One-year Extension;
and Contract Number C24187237 with Good City Company (Good City) for a Not-to
Exceed Amount of $375,522 to Provide Project Management and Consulting Services for
the City’s Downtown Housing Plan for a Term of Two-years with an Optional One-year
Extension. CEQA Action: Agreements are not subject to CEQA Public Comment
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Planning and Development Services
Meeting Date: February 26, 2024
Report #:2402-2615
TITLE
Approve Two Contracts for Consultant Services for the Downtown Housing Plan: Contract
Number C24187236 with Wallace Roberts & Todd, LLC (WRT) for a Not-to Exceed Amount of
$1,508,254 to Provide Planning and Consulting Services to Develop the City’s Downtown
Housing Plan for a Term of Two-years with an Optional One-year Extension; and Contract
Number C24187237 with Good City Company (Good City) for a Not-to Exceed Amount of
$375,522 to Provide Project Management and Consulting Services for the City’s Downtown
Housing Plan for a Term of Two-years with an Optional One-year Extension. CEQA Action:
Agreements are not subject to CEQA
RECOMMENDATION
Staff recommends that the City Council:
1. Approve and authorize the City Manager or their designee to execute Contract No.
C24187236 with Wallace Roberts & Todd, LLC (WRT) for a not-to exceed amount of
$1,508,254 to provide planning and consulting services for the Downtown Housing Plan
for a term of two-years with an optional one-year extension; and
2. Approve and authorize the City Manager or their designee to execute Contract No.
C24187237 with Good City Company (Good City) for a not-to exceed amount of
$375,522 to provide project management and consulting services for the Downtown
Housing Plan for a term of two years with an optional one-year extension.
EXECUTIVE SUMMARY
The City completed two Request for Proposals (RFP) processes in 2023 related to development
of the City’s Downtown Housing Plan (DHP) and selected firms to provide professional services.
The City selected Good City to provide project management assistance in March, 2023. WRT was
selected in April, 2023 to develop the DHP. Staff recommends the City Council enter into two-
year contracts, with optional one-year extensions, with:
1. WRT for $1,508,254
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2. Good City for $375,522
The City was awarded a $800,000 grant from the Metropolitan Transportation Commission (MTC)
to create a housing plan within the University Avenue/downtown Priority Development Area
(PDA). The Downtown Housing Plan (DHP) will focus on housing production in the Downtown,
including affordable housing, and will implement policies from the City’s Comprehensive Plan
and Housing Element. Community engagement will be key to the success of the planning effort,
as will technical, design, and planning work by qualified consultants funded by the grant.
Staff identified that additional assistance in the form of a consultant project manager would be
necessary to advance the DHP in a timely manner. During the Fiscal Year 2023 adopted budget,
Council approved consultant project management funding in the amount of $150,000 annually
for four years through FY 2026, totaling $600,000. During the Fiscal Year 2024 adopted budget,
Council also approved $500,000 for consultant preparation of the DHP based on request for
proposals responses indicating additional funding would be required. Total funding in the
amount of $1.9 million has been approved for plan development and project management.
BACKGROUND
On April 18, 2022, the City Council accepted an $800,000 PDA Planning Grant for the proposed
DHP.1 In doing so, the City Council also acknowledged that a consultant project manager would
be necessary to carry out the project. In contrast to recent area plans, the project manager
component enables the DHP to be a consultant led effort intended to keep the timeline on track.
Maintaining the project timeline is important to ensure the PDA grant deliverables are completed
within the allocated timeframe.
Downtown Housing Plan Goals and Objectives
The DHP covers approximately 76 acres and is a sub-area of the University Avenue/PDA.
Consistent with the requirements of the PDA Planning Grant, the DHP will need to evaluate key
elements. The DHP will build off work completed as part of the adopted 2023-2031 Housing
Element and create a focused housing plan for the downtown by identifying development
standards, design standards, and public infrastructure necessary to accelerate housing
production. The DHP also has the objective of affirmatively furthering fair housing, which is a
requirement of the grant.
The DHP preparation will require extensive community and business outreach and participation,
including facilitation of a Community Working Group. The Working Group will serve an advisory
role making recommendations at key junctures in the project (e.g., prior to community outreach,
or to review the draft plan). DHP preparation also involves coordination with regional and local
stakeholders, such as housing advocates, business leaders, the County, Stanford University,
1 April 18, 2022 City Council Staff Report: https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-
reports/agendas-minutes/city-council-agendas-minutes/2022/20220418/20220418pccsmamended-
linked.pdf#page=68
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Caltrans, Santa Clara Valley Transportation Authority (VTA), Palo Alto Unified School District, and
the Santa Clara Valley Water District.
Downtown Housing Plan Elements
The MTC grant requires that the DHP include the following:
•Project Management and Coordination
•Community Outreach and Engagement
•Community Assessment and Policy Development
•Downtown Housing Plan Preparation
Throughout the process there will be updates with City Council and other boards and commission
to ensure that the DHP is on track and consistent with expectations and goals. Finally, with a
recommendation from the Planning and Transportation Commission (PTC), the City Council will
consider adoption of the DHP.
While a consultant team will be responsible for completing work on the DHP, a project manager
is necessary to ensure that all aspects of the project are progressing according to schedule.
Consultant project manager services provide an alternative approach to help facilitate timely
completion of the plan, allow staff resources to be used for other Council-priorities and
supports a measure of project continuity and focus due to staff vacancies or unfilled positions.
Staff is still required for general oversight and quality assurance. To select a project manager,
staff interviewed consultants from the Planning & Development Services list of on-call
consultant firms. That effort did not result in a successful candidate, and therefore the City
needed to conduct a wider search through an RFP process.
ANALYSIS
The City issued two RFPs associated with the DHP—one for preparation of the plan itself and one
for project management assistance.
DHP RFP Preparation
The City issued an RFP on PlanetBids, the City’s eProcurement platform, for professional services
for preparation of the DHP on March 30, 2022, but received no proposals by the deadline. The
City reissued the RFP on May 19, 2022 and received two proposals. Through negotiations with
one of the preferred firms, the scope and budget changed substantially to address stakeholder
engagement which warranted another rebid. The rebid was released on February 21, 2023 and
closed on April 5, 2023. Following the close of the RFP, staff followed standard procedures to
conduct interviews and issue an intent to award the contract to the selected firm. The finalization
of the contract was slowed due to unforeseen staffing constraints, but this did not impact the
scope or budget from WRT. Table 1 contains a summary of the rebid process.
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Table 1: Summary of RFP Rebid Process for Primary Consultant
Proposal Description RFP187236 Downtown Palo Alto Master Plan
Proposed Length of Project 3-year term
Number of Vendors Notified 1,131
Number of Proposal Packages
Downloaded
20
Total Days to Respond to Proposal 43
Pre-Proposal Meeting No
Pre-Proposal Meeting Date NA
Number of Proposals Received 2
Proposal Price Range $799,555 - $1.3M
Public Link to Solicitation https://pbsystem.planetbids.com/portal/25569/bo/bo-
detail/102543#
An evaluation committee of staff from the Planning and Development Services department
reviewed the two proposals. WRT provided a comprehensive proposal that specifically addressed
all the elements of the RFP and showed high engagement in the DHP development. WRT met all
the evaluation criteria and was selected for: 1) their experience with similar jurisdictions; 2) their
team’s comprehensive approach, comprehensive knowledge and application of public
engagement and housing issues; and 3) meeting the objectives of the MTC grant. The second
proposal, although lower in cost, did not adequately address the specific needs outlined in RFP
requirements and did not have level of detail demonstrated in the WRT proposal. For additional
details on the services to be provided by WRT, please see Attachment A. The DHP has the
following main components:
•Task 1 — Project Management and Coordination
•Task 2 — Community Outreach and Engagement
•Task 3 — Community Assessment and Policy Development
•Task 4 — Downtown Housing Plan Document
Various sub-tasks necessary to complete the main components are detailed more extensively in
the contract’s scope of services, Exhibit A in the attached contract. This scope of work is similar
to the scope of work included as the Supplement Agreement No. 1 to the Master Agreement with
MTC (approved by the Council in April, 2022).
Project Management
Another aspect of the work plan is to seek a consultant project manager to ensure that the DHP
progresses in accordance with the scope of work and grant requirements. The City Council has
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budgeted $150,000 a year for up to four years for this effort.
The City issued an RFP on PlanetBids for professional services on February 21, 2023 and received
one proposal by the March 29, 2023 deadline. Table 2 contains a summary of the process.
Table 2: Summary of Request for Proposal for Project Manager
Proposal Description RFP 187237 Downtown Palo Alto Housing Master Plan
Project Manager
Proposed Length of Project 3-year term
Number of Vendors Notified 1,131
Number of Proposal Packages
Downloaded
16
Total Days to Respond to Proposal 36
Pre-Proposal Meeting No
Pre-Proposal Meeting Date NA
Number of Proposals Received 1
Proposal Price Range $575,440
Public Link to Solicitation https://pbsystem.planetbids.com/portal/25569/bo/bo-
detail/102545
In accordance with the City’s procurement procedures, Good City Company was deemed
responsive to move forward in the evaluation process. An evaluation committee of staff from
the Planning and Development Services Department reviewed the proposal. Good City Company
was selected for: 1) their experience with similar jurisdictions, 2) their comprehensive community
development and housing issues knowledge, and 3) effective project management techniques to
ensure that the project is completed on-time and on-budget. The final scope of work and contract
(Attachment B) was adjusted from the initial proposal to account for staff’s input on staffing
levels and other factors related to the project timeline.
The project manager is seen as an integral part of the overall DHP project. With general oversight
from staff, the project manager will ensure that the consultant team carrying out the scope of
work will complete the DHP on-time and on-budget.
The main components of the Project Manager scope of work include:
•Task 1 — Project Management and Communications
•Task 2 — Document Review Coordination
•Task 3 — Meetings
Project Schedule
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The DHP contracts would have a two-year timeline that coincides with the PDA Planning Grant.
MTC has indicated that a one-year extension can be granted. The contracts include a third year
optional extention in the event of a project delay. The project is intended to be completed within
the allocated timeline to ensure all deliverables associated with the grant (including adoption of
the DHP) are reimbursable. If the timeline is exceeded or the scope is expanded, consultant costs
would also increase. These factors could require additional General Fund allocations to complete
the project. As a result, in contrast to recent area plan projects like the North Ventura
Coordinated Area Plan, the DHP in structured as a consultant driven project led by the consultant
project manager to maintain the timeline.
The DHP project would commence after the contract is approved by the City Council. Many of
the project tasks will run concurrently. For example, public outreach and engagement will be
ongoing throughout the project while assessments and technical studies will be prepared.
Parallel work is intended to ensure progress will be made at a steady, consistent pace,
incorporating recurring feedback and inputs from some of the tasks into the overall DHP. This
work is also intended to be iterative so that the consultant project team and staff can complete
and gather data, conduct analysis, prepare summary reports and memos, and receive feedback
from the Community Working Group prior to discussions with the Planning & Transportation
Commission and City Council.
POLICY IMPLICATIONS
This project is consistent with prior Council direction to further implement the City’s
Comprehensive Plan and Housing Element. The Comprehensive Plan includes policies that are
specific to the downtown area from the Land Use and Community Design Element. Prior Council
discussion on the initiation of this project occurred on April 18, 2022.2 The project would assist
the City in implementing components of the 2023-2031 Housing Element, including programs
1.4: City-Owned Land Lots, 3.9: Conversion Of Commercial Uses To Mixed-Use Development, and
Program 6.6: Fair Housing.
FISCAL/RESOURCE IMPACT
MTC awarded Palo Alto the PDA Planning Grant maximum amount of $800,000 for development
of the DHP. Prior actions by the Council during the Fiscal Year 2023 adopted budget also added
$150,000 in annual consultant project management funding for four years through Fiscal Year
2026, totaling $600,000. Council also added $500,000 in funding for consultant preparation of
the DHP during the Fiscal Year 2024 adopted budget based on request for proposal responses
which indicated additional funding would be required. Total funding in the amount of $1.9 million
has been approved for plan development and project management.
The WRT consultant budget for preparation of the DHP is $1,508,254. The final scope of work
2 April 18, 2022 City Council Action Meeting Minutes: https://www.cityofpaloalto.org/files/assets/public/agendas-
minutes-reports/agendas-minutes/city-council-agendas-minutes/2022/20220411/20220411amccs.pdf
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and contract was adjusted from the initial proposal to include additional stakeholder
engagement and a 10 percent contingency. For project management, staff anticipates $150,000
is needed annually for the duration of the project over a two- to three-year period. Any further
budget allocations would be a part of the annual or mid-year budget process. Combined with the
project manager budget, the total consultant budget is estimated to be $1,883,776. Of that
amount, between $950,000 and $1,100,000 would be funded by the City with the balance
covered by the PDA Planning Grant. No additional resources are requested at this time given
previously approved funding.
STAKEHOLDER ENGAGEMENT
RFPs for the contracts were posted on the PlanetBids. For each contract, 1,131 vendors were
notified. The solicitation period posted for the rebid for DHP preparation was 43 days, closed on
April 5, 2023, and two proposals were received. The solicitation period posted for project
management of the DHP was 36 days, closed on March 29, 2023, and one proposal was received.
For the DHP itself, public engagement is an important part of the DHP development. The
stakeholder engagement program includes a menu of stakeholder engagement activities such
as pop-up events and website engagement tools. The Project Manager would help organize
stakeholder engagement activities outlined in the DHP scope of work.
ENVIRONMENTAL REVIEW
The approval of an agreement for consulting services is not an action subject to environmental
review under the California Environmental Quality Act.
ATTACHMENTS
Attachment A: Palo Alto Downtown Housing Plan Contract, C24187236
Attachment B: Palo Alto Downtown Housing Plan Project Manager Contract, C24187237
APPROVED BY:
Jonathan Lait, Planning and Development Services Director
Professional Services
Rev. Dec.15, 2020
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CITY OF PALO ALTO CONTRACT NO. C24187236
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND WALLACE ROBERTS & TODD, LLC
This Agreement for Professional Services (this “Agreement”) is entered into as of the 26th day of
January, 2024 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California
chartered municipal corporation (“CITY”), and WALLACE ROBERTS & TODD, LLC a
Pennsylvania corporation, located at 260 S. Board Street, Philadelphia, PA 19102
(“CONSULTANT”).
The following recitals are a substantive portion of this Agreement and are fully incorporated herein
by this reference:
RECITALS
A. CITY intends to create a Downtown Housing Plan (the “Project”) and desires to engage a
consultant to provide project management and coordination, community outreach and engagement,
community assessment and policy development, and document development in connection with
the Project (the “Services”, as detailed more fully in Exhibit A).
B. CONSULTANT represents that it, its employees and subconsultants, if any, possess the
necessary professional expertise, qualifications, and capability, and all required licenses and/or
certifications to provide the Services.
C. CITY, in reliance on these representations, desires to engage CONSULTANT to provide
the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this
Agreement, the parties agree as follows:
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described
in Exhibit A in accordance with the terms and conditions contained in this Agreement. The
performance of all Services shall be to the reasonable satisfaction of CITY.
CITY will issue a Task Order assigned and approved by CITY’s Project Manager, as identified in
Section 13 (Project Management). Each Task Order shall be in the same form as Exhibit A -1
entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall contain a
specific scope of services, schedule of performance and maximum compensation amount, in
accordance with the provisions of this Agreement.
To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project
Manager within the time specified by the Project Manager, and upon authorization by CITY
(defined as counter-signature by the CITY Project Manager), the fully executed Task Order shall
become part of this Agreement. The cumulative total compensation due to CONSULTANT for
all Task Orders issued under this Agreement shall not exceed the amount of compensation set forth
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in Section 4. CONSULTANT shall only be compensated for on-call Services performed under an
authorized Task Order and only up to the maximum compensation amoun t set forth in Section 4.
Performance of and payment for any on-call Services are subject to all requirements and
restrictions in this Agreement.
SECTION 2. TERM.
The term of this Agreement shall be from the date of its full execution through December 31, 2026,
unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance
of Services under this Agreement. CONSULTANT shall complete the Services within the term of
this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE
OF PERFORMANCE”. Any Services for which times for performance are not specified in this
Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and
timely manner based upon the circumstances and direction communicated to the CONSULTANT.
CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery
of damages for delay if the extension is required due to the fault of CONSULTANT.
SUBCONSULTANT shall not be responsible for any delays in the project resulting from
circumstances beyond the SUBCONSULTANT’s reasonable control nor shall
SUBCONSULTANT be deemed to be in default of this Agreement for same.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULTANT for performance of the Services shall be based on the compensation structure
detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses
specified therein, and the maximum total compensation shall not exceed One Million Three
Hundred Seventy One Thousand and One Hundred Forty Dollars ($1,371,140). The hourly
schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any
work performed or expenses incurred for which payment would result in a total exceeding the
maximum compensation set forth in this Section 4 shall be at no cost to the CITY.
Optional Additional Services Provision (This provision applies only if checked
and a not-to-exceed compensation amount for Additional Services is allocated below under
this Section 4.)
In addition to the not-to-exceed compensation specified above, CITY has set aside the not-
to-exceed compensation amount of One Hundred Thirty-Seven Thousand and One
Hundred Fourteen Dollars ($137,114) for the performance of Additional Services (as
defined below). The total compensation for performance of the Services, Additional
Services and any reimbursable expenses specified in Exhibit C, shall not exceed One
Million Five Hundred Eight Thousand and Two Hundred Fifty-Four Dollars
($1,508,254), as detailed in Exhibit C.
“Additional Services” means any work that is determined by CITY to be necessary for the
proper completion of the Project, but which is not included within the Scope of Services
described at Exhibit A. CITY may elect to, but is not required to, authorize Additional
Services up to the maximum amount of compensation set forth for Additional Services in
this Section 4. CONSULTANT shall provide Additional Services only by advanced,
written authorization from CITY as detailed in this Section. Additional Services, if any,
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shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project
Manager, as identified in Section 13 (Project Management). Each Task Order shall be in
substantially the same form as Exhibit A-1, entitled “PROFESSIONAL SERVICES TASK
ORDER”. Each Task Order shall contain a specific scope of services, schedule of
performance and maximum compensation amount, in accordance with the provisions of
this Agreement. Compensation for Additional Services shall be specified by CITY in the
Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit
C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.
To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s
Project Manager within the time specified by the Project Manager, and upon authorization
by CITY (defined as counter-signature by the CITY Project Manager), the fully executed
Task Order shall become part of this Agreement. The cumulative total compensation to
CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the
amount of compensation set forth for Additional Services in this Section 4.
CONSULTANT shall only be compensated for Additional Services performed under an
authorized Task Order and only up to the maximum amount of compensation set forth for
Additional Services in this Section 4. Performance of and payment for any Additional
Services are subject to all requirements and restrictions in this Agreement
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly
invoices to the CITY describing the Services performed and the applicable charges (including, if
applicable, an identification of personnel who performed the Services, hours worked, hourly rates,
and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule
of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of
completion of each task. The information in CONSULTANT’s invoices shall be subject to
verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the
address specified in Section 13 (Project Management) below. CITY will generally process and
pay invoices within thirty (30) days of receipt of an acceptable invoice. All invoices shall be
submitted to the Planning Department’s contract email account at
PCEContracts@cityofpaloalto.org to ensure timely payment.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed
by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it,
its employees and subcontractors, if any, possess the professional and technical personnel
necessary to perform the Services required by this Agreement and that the personnel have
sufficient skill and experience to perform the Services assigned to them. CONSULTANT
represents that it, its employees and subcontractors, if any, have and shall maintain during the term
of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature
that are legally required to perform the Services. All Services to be furnished by CONSULTANT
under this Agreement shall meet the professional standard and quality that prevail among
professionals in the same discipline and of similar knowledge and skill engaged in related work
throughout California under the same or similar circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of
and in compliance with all federal, state and local laws, ordinances, regulations, and orders that
may affect in any manner the Project or the performance of the Services or those engaged to
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perform Services under this Agreement, as amended from time to time. CONSULTANT shall
procure all permits and licenses, pay all charges and fees, and give all notices required by law in
the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs,
including, but not limited to, increases in the cost of Services, arising from or caused by
CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such
errors and omissions, any change order markup costs, or costs arising from delay caused by the
errors and omissions or unreasonable delay in correcting the errors and omissions.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULTANT shall submit estimates of probable construction costs at each phase of
design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s
stated construction budget by ten percent (10%) or more, CONSULTANT shall make
recommendations to CITY for aligning the Project design with the budget, incorporate CITY
approved recommendations, and revise the design to meet the Project budget, at no additional cost
to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees
that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be
deemed at all times to be an independent contractor and shall be wholly responsible for the manner
in which CONSULTANT performs the Services requested by CITY under this Agreement.
CONSULTANT and any agent or employee of CONSULTANT will not have employee status
with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY
pertaining to or in connection with any retirement, health or other benefits that CITY may offer its
employees. CONSULTANT will be responsible for all obligations and payments, whether
imposed by federal, state or local law, including, but not limited to, FICA, income tax
withholdings, workers’ compensation, unemployment compensation, insurance, and other similar
responsibilities related to CONSULTANT’s performance of the Services, or any agent or
employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as
creating an employment or agency relationship between CITY and CONSULTANT or any agent
or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY
shall be construed as providing for direction as to policy and the result of CONSULTANT’s
provision of the Services only, and not as to the means by which such a result is obtained.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign
or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s
obligations hereunder without the prior written approval of the City Manager. Any purported
assignment made without the prior written approval of the City Manager will be void and without
effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement
will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the
parties.
SECTION 12. SUBCONTRACTING.
Subcontracts Authorized: Notwithstanding Section 11 (Assignment) above, CITY agrees that
new (not listed) subcontractors may be used to complete the Services only with prior approval,
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documented in writing, including scope of services, cost, and duration. The use of new
subconsultant cannot increase compensation as noted in Section 4. The subcontractors authorized
by CITY to perform work on this Project , at the beginning of this Agreement are: Consensus
Building Institute, Strategic Economics, CSW | ST2, and David J Powers & Associates.
CONSULTANT shall be responsible for directing the work of any subcontractors and for any
compensation due to subcontractors. CITY assumes no responsibility whatsoever concerning
compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts
and omissions of subcontractors. CONSULTANT shall change or add subcontractors only with
the prior written approval of the City Manager or designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Poonam Narkar,
Telephone: 415-363-0438, Email: pnarkar@wrtdesign.com as the CONSULTANT’s Project
Manager to have supervisory responsibility for the performance, progress, and execution of the
Services and represent CONSULTANT during the day-to-day performance of the Services. If
circumstances cause the substitution of the CONSULTANT’s Project Manager or any other of
CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager
and the assignment of any key new or replacement personnel will be subject to the prior written
approval of the CITY’s Project Manager. CONSULTANT, at CITY’s request, shall promptly
remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable
manner, are uncooperative, or present a threat to the adequate or timely completion of the Services
or a threat to the safety of persons or property.
CITY’s Project Manager is Coleman Frick, Planning and Development Services Department, 250
Hamilton Ave. Palo Alto, CA, 94301 Telephone: 650-838-2821, Email:
coleman.frick@cityofpaloalto.org. CITY’s Project Manager will be CONSULTANT’s point of
contact with respect to performance, progress and execution of the Services. CITY may designate
an alternate Project Manager from time to time.
SECTION 14. OWNERSHIP OF MATERIALS. All work product, including without
limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications,
computations, models, recordings, data, documents, and other materials and copyright interests
developed under this Agreement, in any form or media, shall be and remain the exclusive property
of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights
which arise from creation of the work product pursuant to this Agreement are vested in CITY, and
CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual
property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall
make any of such work product available to any individual or organization without the prior written
approval of the City Manager or designee. CONSULTANT makes no representation of the
suitability of the work product for use in or application to circumstances not contemplated by the
Scope of Services.
SECTION 15. AUDITS. CONSULTANT agrees to permit CITY and its authorized
representatives to audit, at any reasonable time during the term of this Agreement and for four (4)
years from the date of final payment, CONSULTANT’s records pertaining to matters covered by
this Agreement, including without limitation records demonstrating compliance with the
requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain
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and retain accurate books and records in accordance with generally accepted accounting principles
for at least four (4) years after the expiration or earlier termination of this Agreement or the
completion of any audit hereunder, whichever is later.
SECTION 16. INDEMNITY.
16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend
and hold harmless CITY, its Council members, officers, employees and agents (each an
“Indemnified Party”) from and against any and all demands, claims, or liability of any nature,
including death or injury to any person, property damage or any other loss, including all costs and
expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements
(“Claims”) resulting from, arising out of or in any manner related to performance or
nonperformance by CONSULTANT, its officers, employees, agents or contractors under this
Agreement, regardless of whether or not it is caused in part by an Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to
require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active
negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of,
or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, i ts
officers, employees, agents or contractors under this Agreement.
16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not
operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive
the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under
this Agreement is effective unless it is in writing in accordance with Section 29.4 of this
Agreement. No delay or failure to require performance of any provision of this Agreement shall
constitute a waiver of that provision as to that or any other instance. Any waiver granted shall
apply solely to the specific instance expressly stated. No single or partial exercise of any right or
remedy will preclude any other or further exercise of any right or remedy.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in
full force and effect during the term of this Agreement, the insurance coverage described in Exhibit
D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall
obtain a policy endorsement naming CITY as an additional insured under any general liability or
automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through
carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or
authorized to transact insurance business in the State of California. Any and all contractors of
CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in
full force and effect during the term of this Agreement, identical insurance coverage, naming CITY
as an additional insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY
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concurrently with the execution of this Agreement. The certificates will be subject to the approval
of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary
coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except
after filing with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation
or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30)
days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written
notice of the cancellation or modification within two (2) business days of the CONSULTANT’s
receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates
evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term
of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be
construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification
provisions of this Agreement. Notwithstanding the policy or policies of insurance,
CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss
caused by or directly arising as a result of the Services performed under this Agreement, including
such damage, injury, or loss arising after the Agreement is terminated or the term has expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole
or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written
notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material
obligations under this Agreement, in addition to all other remedies provided under this Agreement
or at law, the City Manager may terminate this Agreement sooner upon written notice of
termination. Upon receipt of any notice of suspension or termination, CONSULTANT will
discontinue its performance of the Services on the effective date in the notice of suspension or
termination.
19.2. In event of suspension or termination, CONSULTANT will deliver to the
City Manager on or before the effective date in the notice of suspension or termination, any and
all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed,
prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such
work product is the property of CITY, as detailed in Section 14 (Ownership of Materials).
19.3. In event of suspension or termination, CONSULTANT will be paid for the
Services rendered and work products delivered to CITY in accordance with the Scope of Services
up to the effective date in the notice of suspension or termination; provided, however, if this
Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be
obligated to compensate CONSULTANT only for that portion of CONSULTANT’s Services
provided in material conformity with this Agreement as such determination is made by the City
Manager acting in the reasonable exercise of his/her discretion. The following Sections will
survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25,
27, 28, 29 and 30.
19.4. No payment, partial payment, acceptance, or partial acceptance by CITY
will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made
in accordance with Section 17 (Waivers).
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SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by
certified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the Project Manager at the address of
CONSULTANT recited on the first page of this Agreement.
CONSULTANT shall provide written notice to CITY of any change of address.
SECTION 21. CONFLICT OF INTEREST.
21.1. In executing this Agreement, CONSULTANT covenants that it presently
has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which
would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this
Agreement, it will not employ subcontractors or other persons or parties having such an interest.
CONSULTANT certifies that no person who has or will have any financial interest under this
Agreement is an officer or employee of CITY; this provision will be interpreted in accordance
with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the
State of California, as amended from time to time. CONSULTANT agrees to notify CITY if any
conflict arises.
21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by
the Regulations of the Fair Political Practices Commission, CONSULTANT will file the
appropriate financial disclosure documents required by the Palo Alto Municipal Code and the
Political Reform Act of 1974, as amended from time to time.
SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.
22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended
from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not
discriminate in the employment of any person due to that person’s race, skin color, gender, gender
identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic
information or condition, housing status, marital status, familial status, weight or height of such
person. CONSULTANT acknowledges that it has read and understands the provisions of Section
2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the
penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining
to nondiscrimination in employment.
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22.2. CONSULTANT understands and agrees that pursuant to the Americans
Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to
the public, whether directly or through a contractor or subcontractor, are required to be accessible
to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a
manner that complies with the ADA and any other applicable federal, state and local disability
rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate
against persons with disabilities in the provision of services, benefits or activities provided under
this Agreement.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO
WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally
Preferred Purchasing policies which are available at CITY’s Purchasing Department, hereby
incorporated by reference and as amended from time to time. CONSULTANT shall comply with
waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero
Waste best practices include, first, minimizing and reducing waste; second, reusing waste; and,
third, recycling or composting waste. In particular, CONSULTANT shall comply with the
following Zero Waste requirements:
(a) All printed materials provided by CONSULTANT to CITY generated from a
personal computer and printer including but not limited to, proposals, quotes, invoices, reports,
and public education materials, shall be double-sided and printed on a minimum of 30% or greater
post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any
submitted materials printed by a professional printing company shall be a minimum of 30% or
greater post-consumer material and printed with vegetable-based inks.
(b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in
accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended
Producer Responsibility requirements for products and packaging. A copy of this policy is on file
at the Purchasing Department’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no
additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from
the facility accepting the pallets to verify that pallets are not being disposed.
SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE.
CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62
(Citywide Minimum Wage), as amended from time to time. In particular, for any employee
otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a
calendar week within the geographic boundaries of the City, CONSULTANT shall pay such
employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030
for each hour worked within the geographic boundaries of the City of Palo Alto. In addition,
CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in
accordance with Palo Alto Municipal Code Section 4.62.060.
SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of
the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to
time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the
event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal
year in the event that funds are only appropriated for a portion of the fiscal year and funds for this
Agreement are no longer available. This Section shall take precedence in the event of a conflict
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with any other covenant, term, condition, or provision of this Agreement.
SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC
WORKS CONTRACTS.
26.1. This Project is not subject to prevailing wages and related requirements.
CONSULTANT is not required to pay prevailing wages and meet related requirements under the
California Labor Code and California Code of Regulations in the performance and implementation
of the Project if the contract:
(1) is not a public works contract;
(2) is for a public works construction project of $25,000 or less, per California
Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or
(3) is for a public works alteration, demolition, repair, or maintenance project of
$15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and
1773.3(j).
SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For
purposes of this Section 27, a “9204 Public Works Project” means the erection, construction,
alteration, repair, or improvement of any public structure, building, road, or other public
improvement of any kind. (Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code
Section 9204, for Public Works Projects, certain claims procedures shall apply, as set forth in
Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”.
This Project is not a 9204 Public Works Project.
SECTION 28. CONFIDENTIAL INFORMATION.
28.1. In the performance of this Agreement, CONSULTANT may have access to
CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential
Information in strict confidence, not disclose it to any third party, and will use it only for the
performance of its obligations to CITY under this Agreement and for no other purpose.
CONSULTANT will maintain reasonable and appropriate administrative, technical and physical
safeguards to ensure the security, confidentiality and integrity of the Confidential Information.
Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its
employees, agents and subcontractors, if any, to the extent they have a need to know in order to
perform CONSULTANT’s obligations to CITY under this Agreement and for no other purpose,
provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality
and security obligations of this Agreement.
28.2. “Confidential Information” means all data, information (including without
limitation “Personal Information” about a California resident as defined in Civil Code Section
1798 et seq., as amended from time to time) and materials, in any form or media, tangible or
intangible, provided or otherwise made available to CONSULTANT by CITY, directly or
indirectly, pursuant to this Agreement. Confidential Information excludes information that
CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it
was provided or has subsequently become publicly known other than by a breach of this
Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of
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confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by
CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is
independently developed by employees of CONSULTANT without any use of or access to the
Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an
authorized representative of CITY.
28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential
Information to the extent required by order of a court of competent jurisdiction or governmental
body, provided that CONSULTANT will notify CITY in writing of such order immediately upon
receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing
so), to give CITY an opportunity to oppose or otherwise respond to such order.
28.4. CONSULTANT will notify City promptly upon learning of any breach in
the security of its systems or unauthorized disclosure of, or access to, Confidential Information in
its possession or control, and if such Confidential Information consists of Personal Information,
CONSULTANT will provide information to CITY sufficient to meet the notice requirements of
Civil Code Section 1798 et seq., as applicable, as amended from time to time.
28.5. Prior to or upon termination or expiration of this Agreement,
CONSULTANT will honor any request from the CITY to return or securely destroy all copies of
Confidential Information. All Confidential Information is and will remain the property of the CITY
and nothing contained in this Agreement grants or confers any rights to such Confidential
Information on CONSULTANT.
28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the
terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions.
SECTION 29. MISCELLANEOUS PROVISIONS.
29.1. This Agreement will be governed by California law, without regard to its
conflict of law provisions.
29.2. In the event that an action is brought, the parties agree that trial of such
action will be vested exclusively in the state courts of California in the County of Santa Clara,
State of California.
29.3. The prevailing party in any action brought to enforce the provisions of this
Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that
action. The prevailing party shall be entitled to recover an amount equal to the fair market value
of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third
parties.
29.4. This Agreement, including all exhibits, constitutes the entire and integrated
agreement between the parties with respect to the subject matter of this Agreement, and supersedes
all prior agreements, negotiations, representations, statements and undertakings, either oral or
written. This Agreement may be amended only by a written instrument, which is signed by the
authorized representatives of the parties and approved as required under Palo Alto Municipal
Code, as amended from time to time.
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29.5. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in
full force and effect.
29.6. In the event of a conflict between the terms of this Agreement and the
exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall
control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if
any), the exhibits shall control.
29.7. The provisions of all checked boxes in this Agreement shall apply to this
Agreement; the provisions of any unchecked boxes shall not apply to this Agreement.
29.8. All section headings contained in this Agreement are for convenience and
reference only and are not intended to define or limit the scope of any provision of this Agreement.
29.9. This Agreement may be signed in multiple counterparts, which, when
executed by the authorized representatives of the parties, shall together constitute a single binding
agreement.
29.10 SUBCONSULTANT shall not be responsible for delays caused by factors
beyond its reasonable control, including but not limited to delays because of strikes, lockouts, work
slowdowns or stoppages, government ordered industry shutdowns, power or server outages, acts
of nature, widespread infectious disease outbreak (including, but not limited to epidemics and
pandemics), failure of any governmental or other regulatory authority to act in a timely manner,
failure of CONSULTANT or the CITY to furnish timely information or approve or disapprove of
SUBCONSULTANT’s services or work product, or delays caused by the faulty performance of
CONSULTANT or the CITY or by SUBCONSULTANT of any level. When such delays beyond
SUBCONSULTANT’s reasonable control occur, CITY agrees that SUBCONSULTANT shall not
be responsible for damages, nor shall SUBCONSULTANT be deemed in default of this
Agreement.
SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is
selected below, is hereby attached and incorporated into this Agreement by reference as though
fully set forth herein:
EXHIBIT A: SCOPE OF SERVICES
EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS
THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS
ARE ATTACHED.
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CONTRACT No. SXXXXXX SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives
executed this Agreement as of the date first above written.
CITY OF PALO ALTO
____________________________
City Manager
APPROVED AS TO FORM:
__________________________
City Attorney or designee
CONSULTANT
WALLACE ROBERTS & TODD, LLC
Officer 1
By:
Name: James K. Stickley
Title: Vice President
jstickley@wrtdesign.com
Officer 2
By:
Name: Joseph W. Healy
Title: Chairman and President
jhealy@wrtdesign.com
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EXHIBIT A
SCOPE OF SERVICES
CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF
SERVICES”.
TASK 1 – PROJECT MANAGEMENT AND COORDINATION
This task outlines the primary project management and coordination tasks necessary for the
Downtown Housing Plan. CONSULTANT will be the main point of contact and provide project
management and day-to-day coordination throughout the Downtown Housing Plan preparation
process.
Task 1.1 – CITY Inter-Departmental Coordination including a weekly check-in meeting.
CONSULTANT will facilitate a kick-off meeting with CITY staff and CONSULTANT team to
finalize work scope and project schedule. The kick-off meeting will include a discussion of
project goals, key challenges, data needs, and project protocols. The kick-off meeting will
include a walk audit of the project area with CITY staff and the CONSULTANT team to conduct
a visual survey and photo documentation of the site and to understand assets, issues, and
challenges of the project area.
CONSULTANT will work with the CITY’s project manager to schedule weekly check-in
meetings with CITY staff and key personnel for on-going coordination and provide regular
project updates review project status, milestones and project needs and concerns. The weekly
check-in meetings will be scheduled to be one hour long.
CONSULTANT will work closely with relevant CITY departments such as Planning, Economic
Development, Transportation, and Public Works to ensure that issues are well understood, and
recommendations are vetted before presenting to the Technical Advisory Committee,
Community Working Group, or the public.
Task 1.1 Deliverable:
• Prepare memos for CITY Inter-Departmental Coordination, as necessary.
• Scheduling and facilitation of virtual weekly check-in meetings (assuming a 30-month
schedule)
• Agendas for weekly check-in meetings.
• Have key personnel attend weekly check-in meetings.
• Kick-off meeting facilitation, meeting materials, and meeting notes.
Task 1.2 – Communications, Website, and Media Coordination (social media, etc.)
In accordance with CITY procedures, the project will use the CITY’s website. CONSULTANT
will coordinate with the CITY’s Office of Communications to establish communications
protocol for the project, finalize project branding at the onset, review messaging and public
information about the project before rolling out to the public, and working on a communications
plan for outreach and publicity of community engagement activities through the CITY’s media
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channels.
Task 1.2 Deliverable:
• Coordination with CITY’s Office of Communications.
• Prepare memos and materials for Communications.
• Project Communication Plan
• Media Coordination with City Manager’s Office for social media tools.
Task 1.3 – Project Set-up and Administration
CONSULTANT will set-up project protocols regarding communication, file sharing, invoicing,
etc. to share with the CONSULTANT team and CITY staff. CONSULTANT will develop a list
of requested project data to be provided by CITY Staff, including relevant plans, reports, and
GIS data. CONSULTANT will create and maintain a shared project drive (Microsoft SharePoint)
for use throughout the duration of the planning process, where team members may easily upload
data and share information. CONSULTANT will set up base maps, document templates and a
repository of relevant background information for team use. CONSULTANT will provide
monthly invoices following templates and protocols provided by staff.
Task 1.3 Deliverable:
• SUBCONSULTANT coordination and management of deliverables, invoicing, and project
administration.
• Project protocols, and file-sharing platform.
TASK 2 – COMMUNITY OUTREACH AND ENGAGEMENT
This task outlines the primary community outreach and engagement for the Downtown Housing
Plan. These activities will be active throughout the Downtown Housing Plan preparation process.
CONSULTANT understands the importance of engaging stakeholders and the community early
in the process and maintaining on-going transparent communication to provide project updates
and gather feedback. CONSULTANT is committed to meaningful equitable engagement and
bring expertise with a wide array of methods, both digital and in-person. CONSULTANT will
partner with SUBCONSULTANT Consensus Building Institute (CBI) which brings extensive
experience in facilitating complex conversations around land use policy, and outreach techniques
to ensure representation of diverse interest groups and stakeholders. While CONSULTANT will
remain the overall lead of the Outreach and Engagement task, SUBCONSULTANT CBI will
lead the charge of stakeholder assessment, facilitating Community Working Group meetings, and
will provide strategic facilitation at other meetings and engagement activities.
Task 2.1 – Community Outreach and Engagement Strategy Development
This task encompasses CITY staff and CONSULTANT preparation of the Downtown Housing
Plan community outreach and engagement strategy. Throughout the Downtown Housing Plan
process, it is central to gather meaningful input from a full range of stakeholders within and
nearby to the planning area, including residents of all incomes, races and ethnic backgrounds,
employees of local businesses, community- and faith-based organizations, and public agencies
providing services in the area. This task will include laying out the specific engagement
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meetings, outreach channels, and methods listed in tasks 2.2 through 2.5. Equity assessment
information from the Housing Element process will inform the Community Outreach and
Engagement Strategy.
CONSULTANT and SUBCONSULTANT CBI will collaborate with CITY staff to prepare a
Community Outreach and Engagement Strategy. The outreach and engagement strategy will
describe the goals, objectives, and approach to community outreach and engagement. It will
further describe the methods and approach to convening the Community Working Group (Task
2.2), its composition and purpose. The strategy will describe the purpose, goals, and topics for
target outreach to hard-to-reach groups, community workshops and charrettes. It will further
define the communication tools and media strategy, including on-line, digital engagement.
Finally, it will outline a schedule of community engagement activities. The final outreach and
engagement strategy will be informed by assessment findings and recommendations as described
in Task 2.4. and will ensure that it meets the needs of tasks 3.2.1 through 3.2.4.
Task 2.1 Deliverable:
• Prepare Draft and Final Outreach and Engagement Strategy
Task 2.2 - Community Working Group Meetings (up to six meetings)
This task encompasses convening of a Community Working Group that will shape the
Downtown Housing Plan and review draft plan materials at key milestones in the process. CITY
staff plans to hold three (3) to six (6) Working Group meetings during the planning process.
CITY staff anticipate the CITY will solicit applications and the City Council will select a group
that is representative of residents, housing developers, local businesses, community-based
organizations, service providers, and other stakeholders. The Community Working Group will
review and provide feedback on milestone draft plan materials. These meetings are anticipated to
be 2 to 3 hours in length.
The stakeholder assessment is an important vehicle to conducting outreach to diverse
stakeholders and to engage them in the project. SUBCONSULTANT CBI will lead this task and
will work with City staff to prepare an initial list of stakeholders to reach. Through interviews
and survey distribution, stakeholders will learn about the opportunity to submit an application for
participation in the Community Working Group. To support diverse participation of
representative stakeholders, the CONSULTANT and SUBCONSULTANT CBI team will work
with the Technical Advisory Group to remove any barriers to participation, including
considerations of the location, timing, and potential need for stipends for participation,
particularly for key stakeholders that have historically been underrepresented in planning efforts.
Upon receipt of applications and selection of committee members, the planning team will work
closely with the Technical Advisory Group to craft an invitation letter to selected working group
members. Initial meeting with the Community Working Group will focus on:
• Clarifying purpose and charge of the Community Working Group
• Confirming working group guidelines
• Reviewing draft project schedule
• Reviewing and providing feedback on outreach and engagement strategy
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Overall, the role of the Community Working Group is to review and provide input on draft plan
materials and to ultimately shape the Downtown Housing Plan throughout the process.
Task 2.2 Deliverables:
• Meeting agendas, memos, and associated materials relevant to the meeting,
• Presentations, meeting summary briefs
• Facilitation of up to six Community Working Group Meetings (2 to 3 hours each meeting)
Task 2.3 - Technical Advisory Group Meetings (up to 6 meetings)
This task encompasses convening of a technical advisory group that will shape the Downtown
Housing Plan. The Technical Advisory Group will provide detailed technical input throughout
the Downtown Housing Plan process and help ensure alignment between this plan and other
local and regional planning efforts. The composition would include staff from key CITY
departments, the ABAG/MTC grant manager, as well as representatives of local, county, and
regional agencies, and service providers. The Technical Advisory Group will review and provide
feedback on key milestone draft plan materials. These meetings are anticipated to be 2-3 hours in
length.
The CONSULTANT team will work with the Technical Advisory Group, formed by CITY staff,
at key milestones during the project to gather input and inform the Downtown Housing Plan.
Since the Technical Advisory Group and the Community Working Group, both will be engaged
at the same project milestones for review and feedback on materials, there can be efficiencies in
conducting some joint sessions. This will be particularly effective as we envision conducting
expert-led discussions on specific topics to build a common understanding of the issues, key
concepts, and best practices. We will conduct up to 4 topical discussions which may include any
of the following topics.
• State Housing Laws, Housing Affordability and Equity
• Scale of Infill and Community Character
• Parking & Mobility
• Downtown Vibrancy and Future of Downtowns Post Pandemic
• Climate Adaptation
The topics will be finalized in collaboration with City staff, the Technical Advisory Group and
the Community Working Group. CONSULTANT will invite regional and national experts to
speak on pertinent topics. CONSULTANT or City staff organize the discussions as webinars,
which will be uploaded on the project website as an informational resource for the broader
community.
Task 2.3 Deliverables:
• Meeting agendas, memos, and associated materials relevant to the meeting, presentation
materials, meeting summary notes.
• Attend and facilitate up to six Technical Advisory Group Meetings (2 to 3 hours each
meeting)
• Up to 4 webinars – organization, facilitation, and recording.
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Task 2.4 – Stakeholder Interviews and Stakeholder Surveys
Direct outreach through stakeholder interviews and stakeholder surveys to receive information
for and feedback on the deliverables from Task 3.2 Key Community Assessment and Policy
Development Focus Areas.
SUBCONSULTANT CBI and CONSULTANT will partner to conduct a stakeholder assessment
by interviewing a representative set of stakeholders to identify key issues and common themes to
inform the planning process and the composition of the Community Working Group. This task
includes the following steps to prepare for, conduct, and document the outcomes of stakeholder
interviews:
• The CONSULTANT team will work with the Technical Advisory Group to develop and
hone a list of representative stakeholders that address the range of interests related to the
project. It will be important to identify stakeholders within the community and those who
represent the commuter workforce.
• Stakeholder questionnaire and survey: SUBCONSULTANT CBI will prepare a standard
interview questionnaire and survey to ensure continuity in the topics discussed and the ability
to qualitatively analyze responses. SUBCONSULTANT CBI will provide a draft interview
questionnaire and survey to CONSULTANT and staff, and prepare a final document based
on refinements.
• Gather background information: In preparation for interviews, SUBCONSULTANT CBI will
gather and review background materials that pertain directly to the project and the specific
interests of key stakeholders.
• Conduct interviews with key stakeholders (up to 20 interviews): SUBCONSULTANT CBI
will collaborate with CONSULTANT, other team members, and staff to develop an interview
invitation letter introducing prospective participants to the project and the planning team and
describing the purpose of the interviews. SUBCONSULTANT CBI will schedule and
conduct interviews. Interviews will take place via Zoom or in person with individuals or
small groups, as deemed appropriate and cost effective.
• Distribute survey to broader community: SUBCONSULTANT CBI will adapt the interview
questionnaire into an on-line survey and distribute to interested parties and the broader
community using communications methods identified in consultation with staff, CWG and
TAG.
• Synthesis of interview and survey data: Following completion of the interviews and survey,
SUBCONSULTANT CBI will prepare a draft synthesis brief with an accompanying
PowerPoint Presentation that will be vetted with the TAG and presented to the Community
Working Group. The report will distill key issues and concerns, goals, and objectives for the
project as well as recommendations for how to proceed with the process.
Task 2.4 Deliverable:
• Interview questionnaire
• Scheduling and conducting stakeholder interviews.
• Develop and conduct surveys.
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• Analysis and Synthesis of Interview and Survey Data into a draft and final assessment brief
and PowerPoint Presentation.
Task 2.5 - Community Workshops, Design Charettes, and Digital Engagement (at least 3
meetings)
This task includes direct outreach through both in-person and virtual workshops, charettes, and
other meetings to receive information for and feedback on the deliverables from Task 3.2 Key
Community Assessment and Policy Development Focus Areas. Key topics will include housing,
mobility, advancing racial and economic equity, design preferences, and other topics.
CONSULTANT will design an engagement format that includes a combination of in-person
workshops and virtual engagement activities to ensure greater participation across the
community. We envision the following sequence of workshops at key milestones in the project:
• Engagement Event #1: Issues, Assets, Opportunities and Constraints (in-person workshop)
This workshop will be an opportunity to inform the community about the project scope, share
existing conditions analysis and gather feedback on what is currently working downtown, what is
not working, what and where are the opportunities to improve, and what are the barriers to
improvement. Feedback from this workshop will bring to light key issues to be addressed in the
process. CONSULTANT will lead and facilitate the workshop.
• Engagement Event #2: Visioning and Concepts Exploration - Project Headquarters at
Downtown Storefront
CONSULTANT will set up a project headquarters at a vacant storefront, downtown from
morning till evening. There will be programmed activities throughout the day.
AM Activities: We will conduct a walk audit of the project area, followed by a Community
Visioning Session in break-out groups with a facilitator. The discussion will focus on community
preferences, priorities, vision, and guiding principles for the project.
PM Activities: CONSULTANT will lead a hands-on interactive working session with
community members in small break-out groups to explore concepts for topics such as (but not
limited to) infill housing, typology and scale, connectivity and mobility, programming, public
realm design, development etc. Each group will work with a scaled map and scaled pieces
representing different uses and programming. The objective of this exercise is to explore ideas
for realizing the vision while navigating trade-offs needed to achieve it. Each group will report
back key guiding principles, vision ideas and highlights of their concepts.
• Engagement Event #3: Preferred Concept Selection (in-person presentation)
CONSULTANT will lead a community meeting to gather input on the Concept Alternatives and
arrive at a preferred alternative to include in the Downtown Housing Plan.
Task 2.5 Deliverables:
• Workshop agenda, Memos and/or Presentation Materials, workshop summary notes.
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• Attendance and facilitation of community workshops.
• Coordination with CITY’s project manager on workshop logistics, outreach, and publicity.
CITY’s Project Manager will secure a venue for the workshops, lead the outreach and
publicity for the events through CITY’s official public communications channels such as
newsletter, mailing lists, social media, newspapers, etc., and coordinate logistics for childcare
and refreshments.
Task 2.6 – Downtown Housing Plan Website or Webpage
CITY will host and maintain a website for the Downtown Housing Plan process to inform the
public and stakeholders on progress, centralize project records, upcoming activities, and to host
online engagement activities. CONSULTANT will coordinate with CITY staff on the
maintenance of the website, by providing most up-to-date project materials to be uploaded to the
website. The materials will include background information on the project, a schedule with key
milestones and a calendar with details about upcoming events; presentation/meeting materials,
summaries, and recordings; a description of ways for people to get involved; and contacts for
more information. The website or webpage will support Task 2, Task 3, and Task 4.
To facilitate information sharing and foster transparency with the entire community,
CONSULTANT recommends setting up a project website at the outset of the planning process as
it will serve as an easy-to-use information hub.
Task 2.6 Deliverables:
• Create initial content for project Webpage with Ongoing Updates
• Coordinate with CITY staff on uploading project materials to the website.
• Provide up-to-date project materials and content to be hosted on the website.
Task 2.7 – Best Practices and Case Studies
The CONSULTANT team will prepare up to three case studies from comparable cities to
summarize lessons learnt on similar issues and how that might be applicable to Palo Alto.
Task 2.8 – Pop-up Events (up to 3)
The CONSULTANT team will host pop-up engagement booths at farmers market, public library,
or other CITY-wide events to provide project information to the broader community.
Task 2.9 – Project branding, Outreach and Publicity Materials
The CONSULTANT team understands that developing an eye-catching logo and project
branding such as colors and typestyles go a long way in generating interest in the planning
process and create a visual cue for the community to associate flyers, meeting announcements,
yard signs, postcards, social media with the planning process. The CONSULTANT team will
create a branding concept for staff and the CITY’s Communications team to review and approve.
We will also provide content in the form of text and graphics for outreach and publicity on the
CITY’s social media channels, newsletters, and press release as relevant.
Task 2.10 – Online Surveys
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The CONSULTANT team will prepare and launch a series of online surveys on key topics, to
gather input between major engagement events. The surveys will be available through the project
website and publicized via the CITY’s media channels to gather broad input.
Task 2.11 – Developer Round Table
CONSULTANT proposes to conduct a Developer Round Table for the Technical Advisory
Group and Community Working Group and invite developers who have experience delivering
market-rate and affordable housing in the region for a discussion on topics such as housing
production, development economics, and development standards and their impact on financial
feasibility of projects.
TASK 3 – COMMUNITY ASSESSMENT AND POLICY DEVELOPMENT
This task focuses on identifying and analyzing challenges and opportunities to increase housing
development downtown. This task includes reports/memos and presentations to the Community
Working Group and Technical Advisory Group as deemed necessary, including the CITY
Council during study sessions. Reports may be grouped together.
Task 3.1 – Key Community Assessment and Policy Development Focus Areas
This task outlines the primary analysis and reports necessary for identifying and analyzing the
Downtown Housing Plan area central opportunities and challenges, as well as for meeting the
MTC’s Priority Development Area Grant analysis requirements. These analyses will inform and
become part of the chapters contained within the Downtown Housing Plan.
Task 3.1.1 – Equity Analysis, Assessment, and Policy Recommendations
This task will identify any existing inequities between people of different racial or ethnic
backgrounds, genders, age groups, abilities, or sexual orientation, as well as the historic and
recent factors and policies that contribute to these inequities. This task will utilize this
information to develop policies to address existing inequities, as well as to inform the meetings
and outreach efforts discussed in Task 2 and inform the deliverable for Task 3.2.2. This task
integrates and builds upon the findings from the Housing Element update process and informs
understanding of community needs around equity in the Downtown Housing Plan area. That
information will include area specific information on demographics, economic opportunity and
stability, housing stability, health and risk factors of residents and employees of businesses in the
Downtown Housing Plan area and surrounding community.
Understanding inequities and policy solutions to address those inequities in the Palo Alto
Downtown Housing Plan:
i. Requires an analytical approach that applies both data and lived experiences,
ii. Examines a broader geography that captures those who are not residing in the Downtown
area as a result of legacies of displacement and discrimination, and
iii. Situates today’s conditions and trends within the historic and current policy context that
drove these patterns.
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Based on this approach, SUBCONSULTANT Strategic Economics, who will lead this task will
analyze and develop equity policy recommendations through the following steps:
• Data analysis: The data analysis phase will measure trends in and existing inequities between
people of different racial and ethnic backgrounds, genders, age groups, abilities, and sexual
orientations. The data analysis task will first establish a set of geographies for which equity
indicators data will be collected, including, at minimum, the Downtown Housing Plan area,
the CITY, and—since housing discrimination has resulted in segregation at the inter-CITY
level—an area encompassing nearby communities. SUBCONSULTANT Strategic
Economics will also map selected equity indicators to examine the spatial pattern of
inequities and determine the role Downtown Palo Alto can play in addressing specific
inequities. Based on these geographies, equity indicators data will be collected and analyzed,
including indicators for economic conditions, jobs and workforce, education, health, housing,
and public safety. The indicators analysis will incorporate a variety of public data sources
such as the U.S. Census, local school districts, Santa Clara County and San Mateo County
public health departments, and state and local sources. The analysis will also incorporate
recent local CITY analyses—such as the Housing Element update analyses—and outside
analyses, such as the UC Berkeley Urban Displacement Project’s displacement risk modeling
that measures the involuntary displacement outcomes that result from economic exclusion.
• Historical and policy context: In order to connect the findings of the data analysis with their
causes, SUBCONSULTANT Strategic Economics will research the historical context and
policy context driving patterns of inequity in Palo Alto today. This research will include
review of available local historical research that centers marginalized communities, as well
as review of historic mechanisms that may have driven local displacement and segregation.
Examples include redlining, exclusionary zoning, and use of eminent domain.
SUBCONSULTANT Strategic Economics will review recent equity-related analyses and
policy efforts such as the CITY’s ongoing Race and Equity efforts through the Policy and
Services Committee. SUBCONSULTANT Strategic Economics will also review the CITY’s
Housing Element analyses and major policies, regulations, and initiatives especially relevant
to the Downtown Housing Plan, such as those related to land use, transportation, housing,
health, community services, and economic and workforce development.
• Community engagement: Identifying and resolving inequities requires deep engagement with
the lived experience of members of impacted communities. SUBCONSULTANT Strategic
Economics will work with the CONSULTANT team to ensure that the community outreach
and engagement strategy incorporates an approach and tools to gather input from a diverse
range of stakeholders. Possible examples include outreach through community organizations,
incorporation of an equity-focused community workshop, ensuring diverse representation on
the Community Working Group, use of translation services, and stakeholder outreach to
community organizations. Per the scope of Task 2, SUBCONSULTANT Strategic
Economics will lead outreach and engagement activities related to advancing equity,
including presentation of findings and initial policy recommendations in order to refine these
recommendations.
• Policy recommendations: Based on the data analysis, assessment of the historical and policy
context, and input received from community stakeholders, SUBCONSULTANT Strategic
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Economics will develop policy and program recommendations for the Downtown Housing
Plan that will advance equity by race/ethnicity, gender, age group, ability, and sexual
orientation. Strategic Economics will author a report describing findings and conclusions of
the analysis, research, and community engagement, and will present policy recommendations
for vetting and refinement ahead of potential inclusion in the Downtown Housing Plan itself.
Task 3.1.1 Deliverable:
• Prepare Equity Analysis, Assessment, and Policy Recommendation Report or Memo (admin
and final drafts)
• Attend City Council Study Session
Task 3.2.1 – Responsiveness to State, Regional, and Local Legal and Regulatory Landscape
for Housing Production, Preservation, and Protection Policy Recommendations
This task involves investigating and summarizing state, regional, and the local policies used by
other jurisdictions that influence the regulatory landscape for housing production, preservation,
and protection.
The CITY’s existing housing-related policies, regulations, and tools operate within a complex
and ever-evolving regulatory landscape that influences local opportunities to produce market rate
and affordable housing, preserve existing affordable housing units, and protect residents from
displacement from their housing units and communities. Based on a review of existing plans and
studies, as well as input from CITY staff and the Technical Advisory Group,
SUBCONSULTANT Strategic Economics will summarize existing CITY programs, policies,
and funding for housing production, affordable housing preservation, and resident displacement
protection. SUBCONSULTANT Strategic Economics will also research state, regional, and local
policies in jurisdictions surrounding Palo Alto to identify additional housing policy tools and
funding mechanisms. Drawing on its own experience, as well as a review recently completed
studies on the topic of affordable housing in the Bay Area, SUBCONSULTANT Strategic
Economics will prepare a matrix of “best practices” for the development and preservation of
affordable and market rate housing units within the Downtown Housing Plan area. The best
practices matrix will be focused on tools and programs that can be implemented to address
affordable housing in the area.
Task 3.2.1 Deliverable:
• Prepare State, Regional, and Local Legal and Regulatory Landscape Analysis, Assessment,
and Policy Recommendation Report or Memo
• Attend City Council Study Session
Task 3.2.2 – Affordable Housing and Jobs Analysis, Assessment and Policy
Recommendations
This task identifies the composition of jobs in the Downtown Housing Plan area and evaluates
the affordability of housing compared to the wages of employees in these jobs. This task
quantifies housing need, establishes the housing profile for the area, (deed-restricted affordable
housing, unsubsidized affordable housing, market-rate housing, informal housing, and
accessibility, etc.), establishes the employment/industry profile for the area, identifies the
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development pipeline, assesses real estate conditions and constraints, and assesses local policy
conditions and constraints. This task will discuss obstacles to delivery of housing for all income
levels and responsive policies. This task will be closely coordinated with the Housing Element
update process that is already underway.
This task integrates and builds upon the findings from Task 3.2.2 3.2.1, as well as the Housing
Element update process. This task informs understanding of community needs regarding housing
and employment, including how to affirmatively further fair housing in the Downtown Housing
Plan area. This task draws upon the information from Task 3.2.1 and identifies in greater detail
the characteristics of the existing and planned housing stock in the Downtown Housing Plan area
and surrounding area, as well as projected short- and long-term need.
SUBCONSULTANT Strategic Economics will prepare a detailed assessment of housing needs,
residential market conditions, a profile of existing and planned housing, and current policies and
regulations to identify barriers and opportunities to housing production and preservation in the
Downtown Housing Plan area. This work will incorporate research and policy recommendations
from the Housing Element and tasks 3.2.1, 3.2.2, and 3.2.3. Specific sub-tasks include the
following:
• Housing profile: SUBCONSULTANT Strategic Economics will develop a profile describing
the existing inventory of housing in the Downtown Plan area, with comparison to the CITY
of Palo Alto overall. The inventory will incorporate U.S. Census data describing the
composition of the existing housing stock, as well as CITY data tracking deed-restricted
affordable housing. The inventory will seek to quantify “naturally occurring affordable
housing” (NOAH) based on characteristics typically associated with these units.
• Real estate market conditions: SUBCONSULTANT Strategic Economics will analyze
housing market conditions/trends and summarize the housing development context within the
Palo Alto Downtown Housing Plan area. To supplement real estate market and development
data, SUBCONSULTANT Strategic Economics will conduct interviews with for-profit and
nonprofit housing developers to gain insights on the key opportunities and constraints for
housing production in the area.
• Jobs, occupation, and wage analysis: SUBCONSULTANT Strategic Economics will measure
the link between existing jobs in the Downtown Housing Plan Area and the CITY as a whole
and will measure housing need at different income levels. First, SUBCONSULTANT
Strategic Economics will create a profile of jobs by industry sector in the Downtown area
and the CITY, based on California EDD data, JobsEQ data provided by the CITY via
NOVAworks, or U.S. Census business patterns data. SUBCONSULTANT Strategic
Economics will also develop a short- and long-term projections of job growth based on
ABAG Plan Bay Area 2050 projections. Second, SUBCONSULTANT Strategic Economics
will estimate the occupations and wages associated with these jobs based on the California
EDD occupation and wage matrix data for Santa Clara County. Third, SUBCONSULTANT
Strategic Economics will calculate the number of new households, by income level,
associated with this employment growth.
• Housing needs and displacement risks: Housing needs by income level will be compared
against the housing profile and market conditions to determine potential existing mismatches,
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and to gauge long-term challenges in meeting housing need and addressing displacement
impacts. The analysis of displacement risks will incorporate the latest research on
gentrification and displacement effects by the Urban Displacement Project at UC Berkeley
and literature reviews recently completed by SUBCONSULTANT Strategic Economics to
examine the relationship between office employment growth and the potential for
gentrification and displacement in surrounding neighborhoods.
• Policy reviews and recommendations: SUBCONSULTANT Strategic Economics will
incorporate the findings of the policy review in task 3.2.2 to develop policy
recommendations for meeting the housing needs, opportunities, and challenges identified in
task 3.2.3.
Task 3.2.2 Deliverable:
• Prepare Affordable Housing and Jobs Analysis, Assessment, and Policy Recommendation
Report or Memo (admin and final draft);
• Attend City Council Study Session covering the content of Tasks 3.2.2 and 3.2.3.
Task 3.2.3 – Housing Development Implementation, Economic Feasibility, and Financing
Analysis and Policy Recommendations
This task focuses on a housing development feasibility analysis to identify the development
standards, incentives, and the associated remaining amount of subsidy necessary to yield more
residential and mixed-use developments specifically in the Downtown Housing Plan area. This
task integrates and builds upon the findings from Task 3.2.1, Task 3.2.2, and the Housing
Element update process. This task will analyze the housing opportunity sites identified in the
Housing Element Update to understand what is required for housing to be realized on these sites.
The analysis will investigate publicly owned and privately owned parcels at various levels of
housing affordability. The analysis will identify funding necessary to rehabilitate existing
affordable units in the area, thereby preserving and protecting them. Like efforts undertaken by
MTC and ABAG, the analysis will identify the funding shortfall that limits the level of
affordable housing production and rehabilitation in the Downtown Housing Plan area.
This task will include recommendations for CITY actions to help finance affordable housing,
such as consideration of publicly owned parking lots or other publicly owned parcels for housing
and mixed-use projects, consideration of different types of partnerships with developers,
facilitation of land assembly policies, consideration of establishing a business tax to support the
Housing Trust Fund, and consideration of a bond measure.
SUBCONSULTANT Strategic Economics will conduct a financial feasibility analysis to assess
the potential to incentivize residential development on the opportunity sites identified in the
Housing Element Update. The analysis will examine the relative performance of different
residential product types and analyze factors influencing the feasibility of residential
development in Downtown Palo Alto.
SUBCONSULTANT Strategic Economics will build static pro forma models that will test the
financial feasibility of up to three residential prototype development projects, each representing
different intensities of development on a typical exemplar opportunity site.
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SUBCONSULTANT Strategic Economics will coordinate with CONSULTANT and CITY staff
to create detailed development project prototypes representing recent and likely residential
development projects in Palo Alto. Based on these prototypes, SUBCONSULTANT Strategic
Economics will estimate construction costs and attainable revenues. These estimates will
incorporate the results of interviews with real estate professionals (developers, contractors,
architects, etc.) with recent or current projects in Palo Alto and Santa Clara and San Mateo
Counties. Cost estimates of CITY permits, and fees will be reviewed with Planning staff,
including assumptions regarding housing impact fees, inclusionary housing in-lieu fees, and
verification of specific housing requirements.
The static financial models for the three residential prototypes will be used to compare costs and
capitalized project revenues to test sensitivity of the prototypes’ financial feasibility to factors
influencing construction costs, attainable revenues, and required return—such as reduced parking
or fees, differences in housing unit mix, or public land contributions—based on impacts on the
prototypes’ supportable residual land values.
SUBCONSULTANT Strategic Economics will use the results of the analysis to provide input on
potential policy direction around adjustments to requirements for residential development, and to
identify the affordability gap that exists for meeting current or enhanced inclusionary housing
requirements.
SUBCONSULTANT Strategic Economics will then examine the gap between overall affordable
housing funding need in the Downtown Housing Plan area versus available funding resources.
Based on the policy review in task 3.2.1., SUBCONSULTANT Strategic Economics will
develop an inventory of tools to address housing affordability in Palo Alto and quantify funding
available from current resources.
SUBCONSULTANT Strategic Economics will adapt the financial feasibility analysis to quantify
the total affordability gap to deliver required affordable housing units in the Downtown Housing
Plan area. The analysis will also quantify a range of need for affordable housing preservation
funding based on modeling of the number of units to be preserved and the typical unit
acquisition, rehabilitation, and stabilization costs for recently completed preservation projects in
and near Palo Alto.
Based on the findings of task 3.2.3, SUBCONSULTANT Strategic Economics will identify
additional programs and policies to encourage new housing development at Downtown Palo Alto
opportunity sites and protect existing NOAH and income-restricted affordable housing. These
findings will incorporate feedback and further refinements based on feedback by the Community
Working Group and Technical Advisory Group.
Task 3.2.3 Deliverable:
• Prepare Housing Development Implementation, Economic Feasibility, Financing Analysis,
and Policy Recommendation Report or Memo (admin and final drafts)
• Attend CITY Council Study Session
Task 3.2.4 – Resilience and Climate Adaptation Analysis, Assessment and Policy
Recommendations
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This task assesses the relative vulnerability of the Downtown Housing Plan area and surrounding
communities to natural hazards (examples: sea level rise and flooding, seismic factors) and to
environmental quality (examples: air quality, tree canopy/green space, water quality,
environmental contamination). This task identifies potential investments, policies, or programs to
better adapt the community to these vulnerabilities and poise the community to respond to future
conditions and events. This task integrates and builds upon the CITY’s Sustainability and
Climate Action Plan and Sea Level Rise Vulnerability Assessment.
CONSULTANT and SUBCONSULTANT CSW|ST2 will consider climate vulnerabilities as
they pertain to downtown and in light of CITY’s Sustainability and Climate Action Plan and Sea
Level Rise Vulnerability Assessment studies.
Task 3.2.4 Deliverable:
• Prepare Resilience and Climate Adaptation Analysis, Assessment, and Policy
Recommendation Report or Memo (admin and final drafts)
• Attend City Council Study Session
Task 3.2.5 – Community Assets, Services, and Infrastructure Analysis, Assessment, and
Policy Recommendations
This task identifies the existing availability of essential services and social infrastructure
(examples: health care, food and sundries, childcare and education, open space and recreation,
community facilities, etc.), existing physical infrastructure (examples: energy, waste, water,
electric vehicle charging, broadband, etc.), and existing community assets (examples: formal and
informal gathering spaces, cultural institutions, etc.) in the Downtown Housing Plan area. This
task will assess the stability of existing and identify currently missing community assets,
services, and infrastructure, as well as identify potential investments, policies, or programs to
policies to support them in the Downtown Housing Plan area. This analysis will focus on the
needed assets to support an increased downtown population.
Task 3.2.5 Deliverable:
• Prepare Community Assets, Services, and Infrastructure Analysis, Assessment, and Policy
Recommendation Report or Memo (admin and final drafts)
• Attend City Council Study Session
Task 3.2.6 – Mobility and Interconnectivity Analysis, Assessment, and Policy
Recommendations
This task will assess trip patterns, the quality and relative safety of travel by active modes and for
persons with disabilities, access to transit and essential services, and vehicle miles traveled for
residents and employees of local businesses within and adjacent to the Downtown Housing Plan
area. This task will identify potential investments, policies or programs to improve mobility and
interconnectivity, as well as reduce Vehicle Miles Travelled (VMT).
This task integrates and builds upon Public Works Department and Office of Transportation
efforts, including the University Avenue Corridor Street Design, Citywide Bicycle + Pedestrian
Plan update, parking management, and VMT policy making.
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SUBCONSULTANT W-Trans will lead this task and conduct a comprehensive assessment of
existing and planned transportation facilities and programs that serve all users, focusing on
elements such as multi-modal connectivity within the downtown, on- and off-street public and
private parking resources including their operations and regulations (e.g. requirements and in-
lieu fees) in the CITY Code, and transportation demand management (TDM) measures designed
to reduce vehicle miles traveled (VMT). The existing conditions review will rely on existing
data such as that collected in the 2017 Downtown Parking Management Study and the Bicycle
and Pedestrian Transportation Plan Update and does not assume the collection of new data.
A strong emphasis will be placed on analyzing existing and planned parking resources in relation
to potential new development and the ability to maximize “shared” parking resources while
minimizing parking and traffic impacts to the surrounding neighborhoods. In addition, current
TDM programs and the work of the Palo Alto Transportation Management Association
(PATMA) will be evaluated, and new opportunities will be identified with particular focus on
resident and employee measures that can reduce VMT that do not inadvertently create new
impacts (e.g. unbundled parking pricing without proper on-street management). A cost
assessment will be conducted on all measures for consideration to determine the cost-effective
approach.
The resulting mobility plan will include recommended policies and programs that accomplish a
range of goals including increasing the share of non-motorized travel to the downtown,
effectively utilizing available parking resources, and reducing the need for costly parking
infrastructure and incentivizing the implementation of TDM measures to provide both
economical and sustainable mobility options to all downtown users.
Task 3.2.6 Deliverable:
• Prepare Mobility and Interconnectivity Analysis, Assessment, and Policy Recommendation
Report or Memo (admin and final drafts)
• Attend City Council Study Session
Task 3.2.7 – Downtown Private Realm and Public Realm Design Guidelines, Architectural
Review Findings, and Objective Standards for Housing Development Policy
Recommendations
This task evaluates the CITY’s current Downtown Design Guidelines, Architectural Review
Findings, and Objective Standards for Housing Development to assess which aspects could be
updated to facilitate housing development in the Downtown Housing Plan area. Private realm
considerations include design gestures that contribute to a strong sense of place, such as building
massing, lighting, landscaping, and building interfaces with public realm such as streets, alleys,
and open space. Considerations include building on previous efforts that maintained view
corridors, activity focal points, and a human scale orientation throughout downtown.
Considerations also include urban design that addresses the anticipated greater diversity of
building forms, densities, height, and mixed-use development for the Downtown Housing Plan
area. This effort will draw on CITY-wide Objective Design Standards as well as Housing
Element discussions regarding form.
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The alternatives exploration will be guided by an understanding of market demand and
development feasibility of housing types and other uses. CONSULTANT will develop 2D
diagrams and 3D illustrations to test site feasibility, program options and scale of development.
These materials will also serve as effective communication tools during stakeholder and
community engagement events. Based on the feasibility testing and concept explorations,
CONSULTANT will prepare recommendations for updates to existing standards and
introduction of new standards and guidelines to achieve the desired outcomes. Public realm
considerations include a Sustainable Streets focus that identifies the key remaining steps
necessary to implement vision zero policies, complete street designs, versatile use of the public
right of way, and green streets infrastructure designs within the Downtown Housing Plan area.
Public realm considerations also reference innovations in parking management and curb
management.
CONSULTANT will prepare open space and landscape design standards and guidelines for
public and private realm, addressing open space requirements for private development, planting
guidelines, stormwater and wastewater management guidelines, parking, and curb management,
etc. CONSULTANT will include cross-sections and precedent images to communicate best
practices and guidance on open space and landscape treatment.
Task 3.2.7 Deliverable:
• Prepare Downtown Private Realm and Public Realm Design Guidelines, Architectural
Review Findings, and Objective Standards for Housing Development Policy
Recommendations Report or Memo
• Attend City Council Study Session
Task 3.2.8 – Downtown Visioning, Opportunities/Constraints, Identification of Community
Best Practices, and Downtown Housing Plan Approach Recommendations
This task integrates all other subtasks and discusses the options for meeting the Downtown
Housing Plan area central challenges based upon the information surfaced during this
Community Assessment and Policy Development effort.
Task 3.2.8 Deliverable:
• Prepare Downtown Visioning, Opportunities/Constraints, Identification of Community Best
Practices and Downtown Housing Plan Approach Recommendations Report or Memo
• Attend City Council Study Session
Task 3.2.9 Fiscal Impact Analysis
Based on a buildout program provided by CONSULTANT, Strategic Economics will estimate
the fiscal impact of development in the Downtown Housing Plan area. The analysis will estimate
the fiscal impact of a potential future development scenario on the CITY’s General Fund. The
fiscal study will estimate the operating revenues and expenditures associated with projected net
new growth in commercial and residential land uses. SUBCONSULTANT Strategic Economics
will analyze the property tax, sales tax, and other major sources of General Fund revenues
associated with net new growth in land uses. Based on interviews with key CITY departments,
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SUBCONSULTANT Strategic Economics will calculate the increase in General Fund
expenditures for providing services to new residents and employees. Based on the results of the
fiscal assessment, SUBCONSULTANT Strategic Economics will determine whether the
estimated public revenues would offset increases in the cost of public services to serve new
development.
Task 3.2.9 Deliverable:
• Fiscal Impact Analysis Memo (two drafts: administrative and final)
TASK 4 –DOWNTOWN HOUSING PLAN DOCUMENTS
This overall task outlines the primary documents necessary for adoption of the Downtown
Housing Plan, as well as the documents necessary to meet the MTC’s Priority Development Area
Grant requirements.
Task 4.1 – Downtown Housing Plan Preparation
This task outlines the steps necessary to prepare the Downtown Housing Plan. This task may
include meetings with the Community Working Group. CONSULTANT will lead this task and
coordinate contributions from other team members. We will set up a project branded document
template for the final Downtown Housing Plan.
Task 4.1.1 – Downtown Housing Plan Sections and Topic Outline
This task results in the outline of the Downtown Housing Plan sections and topics. As required
by the MTC’s Priority Development Area Grant, the outline can be organized differently, but
will include at least the following topics: introduction, vision, development standards, open
space, mobility, community assets and infrastructure, and implementation and financing. This
report will integrate the content and deliverables from the prior tasks. CONSULTANT will
prepare an outline of the Downtown Housing Plan document for staff review and finalize it
based on feedback received.
Task 4.1.1 Deliverable:
• Prepare Downtown Housing Plan Sections and Topic Outline
Task 4.1.2 - Downtown Housing Plan Administrative Draft 1
CONSULTANT will prepare a digital copy of the Administrative Draft of the Downtown
Housing Plan. Draft 1 will be submitted in a Word file format for Staff comments, with
accompanying graphics and images in a separate PDF format.
Task 4.1.2 Deliverable:
• Prepare Downtown Housing Plan Administrative Draft 1 (Word and Portable Document
Format (PDF) versions)
Task 4.1.3 - Downtown Housing Plan Community Working Group and Technical
Advisory Group Draft 1
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CONSULTANT will provide a digital copy of the Administrative Draft 1 of the Downtown
Housing Plan for review by the Community Working Group and the Technical Advisory Group.
Task 4.1.3 Deliverable:
• Prepare Downtown Housing Plan Community Working Group and Technical Advisory
Group Draft 1 (Word and PDF versions)
Task 4.1.4 - Downtown Housing Plan Administrative Draft 2
Downtown Housing Plan Administrative Draft 2 will address comments received on Draft 1,
from Staff, Technical Advisory Group and Community Working Group. CONSULTANT will
format Draft 2 in the project branded graphic template and will submit it for a second round of
Staff review in a PDF format.
Task 4.1.4 Deliverable:
• Prepare Downtown Housing Plan Administrative Draft 2 (Word and PDF versions)
Task 4.1.5 - Downtown Housing Plan Public Hearing Draft 1
CONSULTANT will address comments received on Administrative Draft 2 and prepare a PDF
of Downtown Housing Plan Public Hearing Draft 1, formatted in the project branded graphic
template.
Task 4.1.5 Deliverable:
• Prepare Downtown Housing Plan Public Hearing Draft 1 (Word and PDF versions)
Task 4.1.6 – Downtown Housing Plan Final
CONSULTANT will incorporate comments received on the Public Hearing Draft of the
Downtown Housing Plan and prepare a PDF of the final Downtown Housing Plan document.
Task 4.1.6 Deliverable:
• Prepare Downtown Housing Plan Public Final
Task 4.2 – Downtown Housing Plan California Environmental Quality Act (CEQA)
Environmental Document
This task outlines the steps necessary to prepare the CEQA Environmental Document necessary
for the Downtown Housing Plan. The goal of this task is to prepare the correct CEQA document
that will clear projects that are consistent with the Downtown Housing Plan, avoiding the need
for project-level analyses.
Task 4.2.1 – Notice of Preparation (NOP)/Initial Study Task
SUBCONSULTANT David J Powers & Associates will prepare an Initial Study which will tier
from the Comprehensive Plan Update Final EIR. The Initial Study, which will utilize the CEQA
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Guidelines Appendix G Checklist, will analyze the proposed housing Downtown Housing Plan
assuming the policies and mitigation measures identified in the Comprehensive Plan Update
Final EIR as part of the project. All development standards identified in the Downtown Housing
Plan will also be assumed in the analysis. The intent is to provide a sufficient level of analysis to
allow future projects/discretionary actions to proceed without supplemental environmental
review.
Prior to the start of the Initial Study, SUBCONSULTANT David J Powers & Associates will
participate in a kick-off meeting with CITY staff to confirm the assumptions of the analysis, the
scope of work, and schedule. After the kick-off meeting, SUBCONSULTANT David J Powers
& Associates will prepare the project description to be included in the environmental analysis
and submit to CITY staff for review. The kick-off meeting and preparation of the project
description would take one week to complete.
Based on a review of the Comprehensive Plan Update Final EIR, this scope assumes that the
analysis will not quantify operational or construction Air Quality, Greenhouse Gas Emissions,
Noise, or Vibration.
A Phase I Environmental Site Assessment of the Downtown Housing Plan Area will be required
to identify the appropriate mitigation for future projects. A transportation analysis, which
quantifies vehicle miles traveled (VMT), will also be required. While VMT was addressed in the
Comprehensive Plan Update Final EIR, the EIR was completed and certified prior to the
adoption of a quantifiable VMT threshold and the Santa Clara Valley Transportation Authority’s
VMT Evaluation Tool. As such, an updated VMT analysis will be required.
Based on the findings of the Comprehensive Plan Update Final EIR, an EIR would be required if
the Initial Study analysis finds a significant unavoidable impact to historic structures and/or
VMT. It is unlikely that the proposed Downtown Housing Plan would result in any other
resource area having a new significant impact or a greater level of impact than what was
identified in the Comprehensive Plan Update Final EIR.
Assuming the VMT analysis would take 10 weeks to complete, including two weeks for a
detailed scope review and approval by CITY staff, the Initial Study would be completed 13
weeks after approval of the project description.
If the analysis determines that an EIR is required (see Task 4.2.2), DJP&A will prepare a Notice
of Preparation (NOP) and submit the NOP to the CITY along with the Initial Study for review. If
an EIR is not required, DJP&A will submit just the Initial Study for review. Preparation of the
NOP will not add time to the 13-week Initial Study schedule.
4.2.1 Deliverable:
• Prepare Notice of Preparation (NOP)/Initial Study
Task 4.2.2 - Identification of Appropriate CEQA Environmental Document
This task identifies the appropriate CEQA Environmental Document, likely an Initial
Study/Negative Declaration, Initial Study/Mitigated Negative Declaration, Supplemental
Environmental Impact Report, or a Programmatic Environmental Impact Report.
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Based on the findings of the Initial Study, SUBCONSULTANT David J Powers & Associates
will prepare a memo for CITY staff outlining the level of environmental review required
pursuant to CEQA. The memo will be completed and submitted to the CITY within three
business days of completing the Initial Study.
Task 4.2.2 Deliverable:
• Prepare CITY Internal Memo
Task 4.2.3 – Environmental Document Notices and Preparation
This task outlines the steps for completing CEQA documentation for the Downtown Housing
Plan.
Task 4.2.3A – Scoping Meeting
If an EIR is required, SUBCONSULTANT David J Powers & Associates will assist CITY staff
as needed in completing a scoping meeting for the EIR. SUBCONSULTANT David J Powers &
Associates will prepare the public notices and any necessary reports, prepare a presentation
describing the public participation process, and respond to questions as needed during the
meeting.
Task 4.2.3A Deliverable:
• Prepare noticing materials;
• Facilitation of Scoping Meeting
Task 4.2.3B – Administrative Draft CEQA Environmental Document Task
If it is determined that an Initial Study is the appropriate level of environmental review, submittal
of the Initial Study (as outlined in Task 4.2.1) will constitute the administrative draft CEQA
document. If an EIR is required, the Initial Study will be used to focus the EIR on the
new/greater resource impacts. The EIR will be prepared and submitted within three weeks of
submittal of the Initial Study. If an EIR is required, the Initial Study will be included in the EIR
as Appendix A for public circulation. If an EIR is recommended, SUBCONSULTANT David J
Powers & Associates recommends a meeting with CITY Staff to discuss and outline alternatives
to be assessed in the EIR.
4.2.3B Deliverable:
• Prepare Administrative Draft CEQA Environmental Document
Task 4.2.3C –Draft CEQA Environmental Document Task
Based on CITY Staff comments on the EIR and/or Initial Study, SUBCONSULTANT David J
Powers & Associates will revise the document as needed and submit a Screencheck EIR and/or
Initial Study for final review and approval. Once final approval is provided by CITY Staff,
DJP&A will prepare the Draft EIR and/or Initial Study for public circulation. Deliverables will
include a PDF of the environmental document and appendices for posting on the CITY’s
website, uploading of all documents to the State Clearinghouse, and delivery of up to 35 hard
copies of the document to the CITY for distribution.
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4.2.3C Deliverable:
• Prepare Draft CEQA Environmental Document
Task 4.2.3D – Notice of Completion (NOC)
SUBCONSULTANT David J Powers & Associates will prepare the Notice Completion for
circulation of the environmental document.
Task 4.2.3D Deliverable:
Prepare and file Notice of Completion (NOC) with State Clearinghouse
Task 4.2.3E – Final Environmental Impact Report (FEIR) (If Applicable)Task
If an EIR is required, SUBCONSULTANT David J Powers & Associates will prepare a Final
EIR which responds to all comments received during the public circulation period and includes
any necessary text edits. The Administrative Draft Final EIR will be submitted to the CITY
within three weeks of the end of the circulation period for review, dependent on the number and
substance of comment letters received. The schedule for completion of the Final EIR will be
coordinated with CITY staff once all comments are received and the level of work required to
prepare the Final EIR is understood.
This scope assumes one administrative draft review and one Screencheck review. Upon approval
of the Screencheck, DJP&A will finalize the Final EIR and submit a PDF of the environmental
document for posting on the CITY’s website, upload the document to the State Clearinghouse,
and deliver of up to 25 hard copies of the document to the CITY for distribution.
If an Initial Study is prepared, DJP&A will prepare a response to comments memo to be included
in the staff report if necessary. The response to comments memo would follow the same process
as the Final EIR but would not be required to be uploaded to the State Clearinghouse and no hard
copies would be provided.
4.2.3E Deliverable:
Prepare Final Environmental Impact Report (FEIR)
Task 4.2.3F – Notice of Determination (NOD)
Upon approval/certification of the environmental document, DJP&A will prepare a Notice of
Determination and file it at the County within five business days of the final public hearing.
Task 4.2.3F Deliverable:
Prepare and file Notice of Determination (NOD) with State Clearinghouse
Task 4.2.3G – Technical SUBCONSULTANTS for EIR
Noting this tasks identifies that resources will be need for technical consults and ensures that
Exhibit A matches Exhibit C back up material in terms of budgeted amount. A breakdown of
scope of work and labor costs will be approved by CITY staff prior to use of these budgeted
funds.
Task 4.3 – Downtown Housing Plan Adoption, CEQA Environmental Document
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Certification, Comprehensive Plan Amendment, and Municipal Code Update
This task outlines the steps necessary to adopt the Downtown Housing Plan.
Task 4.3.1 – Public Hearings (Updates and Coordination)
This task pertains to public hearings with City Council and other boards and commissions to
provide updates and coordination on the Downtown Housing Plan process. Three to five public
hearings are anticipated with each body (i.e. City Council, Planning and Transportation
Commission, Architectural Review Board).
CONSULTANT will coordinate with the CITY’s Project Manager on preparing updates on the
Downtown Housing Plan Preparation Process to present at public hearings with the City Council,
Planning and Transportation Commission, and Architectural Review Board. CONSULTANT
will prepare presentation materials as needed, for the public hearings.
SUBCONSULTANT David J Powers & Associates will provide staff support as necessary at up
to 15 total public hearings during preparation of the environmental analysis, including giving
presentations to each body on the status of the environmental analysis and responding to
questions.
Task 4.3.1 Deliverables:
• Prepare reports and presentation materials, meeting summary notes,
• Attendance at public hearings.
Task 4.3.2 – Public Hearings (Adoption)
This task pertains to public hearings with CITY Council and other boards and commissions
necessary to certify the CEQA Environmental Document and adopt the Downtown Housing
Plan. At least four public hearings are anticipated.
CONSULTANT will provide staff support as necessary, by providing presentation materials and
other relevant content, at up to four public hearings for adoption of the Downtown Housing Plan
and CEQA Environmental Document. SUBCONSULTANT David J Powers & Associates will
provide staff support as necessary at up to four total public hearings for adoption of the
Downtown Housing Plan and environmental analysis, including giving presentations to each
body on the findings of the environmental analysis and responding to questions.
Task 4.3.2 Deliverables:
• Prepare reports and presentation materials, meeting summary notes.
• Attendance at public hearings.
Task 4.3.3 – CEQA Environmental Document Certification or Adoption
SUBCONSULTANT David J Powers & Associates will assist CITY staff with preparation of the
findings/resolution as needed for certification of the EIR or adoption of the Initial Study.
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Task 4.3. 3 Deliverable:
• Document Certification/Adoption Resolution
Task 4.3.4 - Downtown Housing Plan Adoption
CONSULTANT will provide staff support as necessary for Downtown Housing Plan Adoption.
Task 4.3.4 Deliverable:
• Assist with Downtown Housing Plan Adoption Resolution
Task 4.3.5 – Land Use Map Update and Comprehensive Downtown Housing Plan
Amendment
CONSULTANT will assist staff in updating the Land Use Plan and other relevant sections of the
CITY-wide Comprehensive Plan.
Task 4.3.5 Deliverable:
• Assist with Map Update and Amendment Resolution
Task 4.3.6 – Zoning Map Update and Municipal Code Update
CONSULTANT will assist staff in updating the Zoning Map and relevant sections of the CITY
Municipal Code.
Task 4.3.6 Deliverable:
• Assist with Map and Code Update Ordinance
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EXHIBIT A-1
PROFESSIONAL SERVICES TASK ORDER
CONSULTANT shall perform the Services detailed below in accordance with all the terms and
conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are
incorporated into this Task Order by this reference.
CONTRACT NO. C24187236
1A. TASK ORDER NO.:
2. CONSULTANT OR SUBCONSULTANT NAME:
3. PERIOD OF PERFORMANCE: START:
4 TOTAL TASK ORDER PRICE: $__________________
7. SCOPE OF SERVICES – MUST REFERENCE TASK(S) IN EXHIBIT A
8. ATTACHMENTS:
I hereby authorize the performance of
the work described in this Task Order.
APPROVED:
CITY OF PALO ALTO
Name
__________________________________
Title______________________________
Date
__________________________________
I hereby acknowledge receipt and
acceptance of this Task Order and
warrant that I have authority to sign on
behalf of Consultant.
APPROVED:
WALLACE ROBERTS & TODD, LLC
Name
__________________________________
Title______________________________
Date
__________________________________
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EXHIBIT B
SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services so as to complete each task either on daily basis or as
directed by CITY staff. The time to complete each milestone may be increased or decreased by
mutual written agreement of the Project Managers for CONSULTANT and CITY so long as all
work is completed within the term of the Agreement.
TASKS SCHEDULE
1. PROJECT MANAGEMENT AND
COORDINATION
ONGOING/DAILY
2. COMMUNITY OUTREACH AND
ENGAGEMENT
AS DIRECT BY CITY STAFF
3. COMMUNITY ASSESSMENT AND
POLICY DEVELOPMENT
AS DIRECT BY CITY STAFF
4. DOWNTOWN HOUSING PLAN
DOCUMENTS
AS DIRECT BY CITY STAFF
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EXHIBIT C
COMPENSATION
CITY agrees to compensate CONSULTANT for Services performed in accordance with the terms
and conditions of this Agreement, and as set forth in the budget schedule below. Compensation
shall be calculated based on the rate schedule attached as Exhibit C-1 up to the not to exceed
budget amount for each task set forth below.
CITY’s Project Manager may approve in writing the transfer of budget amounts between any of
the tasks or categories listed below, provided that the total compensation for the Services,
including any specified reimbursable expenses, and the total compensation for Additional Services
(if any, per Section 4 of the Agreement) do not exceed the amounts set forth in Section 4 of this
Agreement.
CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and
Additional Services (if any, per Section 4), within this/these amount(s). Any work performed or
expenses incurred for which payment would result in a total exceeding the maximum amount of
compensation set forth in this Agreement shall be at no cost to the CITY.
BUDGET SCHEDULE
TASK NOT TO EXCEED AMOUNT
Task 1
(PROJECT MANAGEMENT AND COORDINATION)
$121,265
Task 2
(COMMUNITY OUTREACH AND ENGAGEMENT)
$338,170
Task 3
(COMMUNITY ASSESSMENT AND POLICY
DEVELOPMENT)
$385,310
Task 4
(DOWNTOWN HOUSING PLAN DOCUMENTS)
$490,895
Sub-total for Services $1,335,640
Reimbursable Expenses (if any) $35,500
Total for Services and Reimbursable Expenses $1,371,140
Additional Services (if any, per Section 4) $137,114
Maximum Total Compensation $1,508,254
REIMBURSABLE EXPENSES
CONSULTANT’S ordinary business expenses, such as administrative, overhead,
administrative support time/overtime, information systems, software and hardware,
photocopying, telecommunications (telephone, internet), in-house printing, insurance and
other ordinary business expenses, are included within the scope of payment for Services and
are not reimbursable expenses hereunder.
Reimbursable expenses, if any are specified as reimbursable under this section, will be
reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will
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be reimbursed are: travel, meals, printing, translation services, renderings,
visualizations, and stipends for nonprofit/community members/round table panelists
up to the not-to-exceed amount of: $35,500.
A. Travel outside the San Francisco Bay Area, including transportation and meals, if
specified as reimbursable, will be reimbursed at actual cost subject to the City of Palo Alto’s
policy for reimbursement of travel and meal expenses.
B. Long distance telephone service charges, cellular phone service charges, facsimile
transmission and postage charges, if specified as reimbursable, will be reimbursed at actual
cost.
All requests for reimbursement of expenses, if any are specified as reimbursable under this
section, shall be accompanied by appropriate backup documentation and information.
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EXHIBIT C-1
SCHEDULE OF RATES
CITY, CONSULTANT and SUBCONSULTANTS may at any time mutually agree to add new
position titles, rates, and adjust listed rates so long as the changes do not increase the not to
exceed amount as noted in Section 4.
CONSULTANT’s schedule of rates is as follows:
Wallace Roberts & Todd, LLC
Principal $265
Principal Advisors $265
Project Manager $205
Sr. Urban Designer/Architect $205
PUD Level III $160
UD Level 1 $115
Administrative Support $110
SUBCONSULTANTS schedule of rates is as follows:
CBI
Principal $255
Staff $205
Strategic Economics
Principal $235
Associates $140
Research Analyst $115
W-Trans
Principal $300
Project Manager $270
Project Planner $135
Administrative Support $130
CSW | ST2
Principal $300
Project Manager $270
Engineer $175
David J Powers & Associates
Principal $295
Project Manager $230
Staff $120- $180
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EXHIBIT D
INSURANCE REQUIREMENTS
CONSULTANTS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE
CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW,
AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR
AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS AS SPECIFIED HEREIN.
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY STATUTORY STATUTORY
YES
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL
LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY
DAMAGE COMBINED.
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
AUTOMOBILE LIABILITY,
INCLUDING ALL OWNED, HIRED,
NON-OWNED
BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
PROFESSIONAL LIABILITY,
INCLUDING, ERRORS AND
OMISSIONS, MALPRACTICE (WHEN
APPLICABLE), AND NEGLIGENT
PERFORMANCE
ALL DAMAGES $1,000,000
YES
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONSULTANT, AT ITS SOLE COST
AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM
OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY
CONSULTANT AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’
COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL
INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONSULTANT’S AGREEMENT TO INDEMNIFY CITY.
II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE
III. ENDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONAL
INSUREDS:
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED,
INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR
CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE
ADDITIONAL INSUREDS.
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B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER
THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE
INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE
INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS
POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON
OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE
CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE
OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT
OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY
WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED WITH THE
CITY OF PALO ALTO TO THE FOLLOWING EMAIL: PURCHASINGSUPPORT@CITYOFPALOALTO.ORG
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CITY OF PALO ALTO CONTRACT NO. C24187237
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND GOOD CITY COMPANY
This Agreement for Professional Services (this “Agreement”) is entered into as of the 26th day of
January 2024 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California
chartered municipal corporation (“CITY”), and GOOD CITY COMPANY, a California
Corporation, located at 601 Allerton Street, Suite 110, Redwood City, CA 94063
(“CONSULTANT”).
The following recitals are a substantive portion of this Agreement and are fully incorporated herein
by this reference:
RECITALS
A. CITY intends to utilize Project Management services for the Downtown Housing Plan (the
“Project”) and desires to engage a consultant to provide community engagement, public meeting,
document review, and other general project management services in connection with the Project
(the “Services”, as detailed more fully in Exhibit A).
B. CONSULTANT represents that it, its employees and subconsultants, if any, possess the
necessary professional expertise, qualifications, and capability, and all required licenses and/or
certifications to provide the Services.
C. CITY, in reliance on these representations, desires to engage CONSULTANT to provide
the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this
Agreement, the parties agree as follows:
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described
in Exhibit A in accordance with the terms and conditions contained in this Agreement. The
performance of all Services shall be to the reasonable satisfaction of CITY.
SECTION 2. TERM.
The term of this Agreement shall be from the date of its full execution through December 31, 2026,
unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance
of Services under this Agreement. CONSULTANT shall complete the Services within the term of
this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE
OF PERFORMANCE”. Any Services for which times for performance are not specified in this
Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and
timely manner based upon the circumstances and direction communicated to the CONSULTANT.
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CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery
of damages for delay if the extension is required due to the fault of CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to
CONSULTANT for performance of the Services shall be based on the compensation structure
detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses
specified therein, and the maximum total compensation shall not exceed Three Hundred Fifty
Seven Thousand Six Hundred Forty Dollars ($357,640). The hourly schedule of rates, if
applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or
expenses incurred for which payment would result in a total exceeding the maximum
compensation set forth in this Section 4 shall be at no cost to the CITY.
Optional Additional Services Provision (This provision applies only if checked and a
not-to-exceed compensation amount for Additional Services is allocated below under this
Section 4.)
In addition to the not-to-exceed compensation specified above, CITY has set aside the not-
to-exceed compensation amount of Seventeen Thousand Eight Hundred Eighty-Two
Dollars ($17,882) for the performance of Additional Services (as defined below). The
total compensation for performance of the Services, Additional Services and any
reimbursable expenses specified in Exhibit C, shall not exceed Three Hundred Seventy-
Five Thousand Five Twenty-Two Dollars ($375,522), as detailed in Exhibit C.
“Additional Services” means any work that is determined by CITY to be necessary for the
proper completion of the Project, but which is not included within the Scope of Services
described at Exhibit A. CITY may elect to, but is not required to, authorize Additional
Services up to the maximum amount of compensation set forth for Additional Services in
this Section 4. CONSULTANT shall provide Additional Services only by advanced,
written authorization from CITY as detailed in this Section. Additional Services, if any,
shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project
Manager, as identified in Section 13 (Project Management). Each Task Order shall be in
substantially the same form as Exhibit A-1, entitled “PROFESSIONAL SERVICES TASK
ORDER”. Each Task Order shall contain a specific scope of services, schedule of
performance and maximum compensation amount, in accordance with the provisions of
this Agreement. Compensation for Additional Services shall be specified by CITY in the
Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit
C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly
invoices to the CITY describing the Services performed and the applicable charges (including, if
applicable, an identification of personnel who performed the Services, hours worked, hourly rates,
and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule
of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of
completion of each task. The information in CONSULTANT’s invoices shall be subject to
verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the
address specified in Section 13 (Project Management) below. CITY will generally process and
pay invoices within thirty (30) days of receipt of an acceptable invoice. All invoices shall be
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submitted to the Planning Department’s contract email account at
PCEContracts@cityofpaloalto.org to ensure timely payment.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed
by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it,
its employees and subcontractors, if any, possess the professional and technical personnel
necessary to perform the Services required by this Agreement and that the personnel have
sufficient skill and experience to perform the Services assigned to them. CONSULTANT
represents that it, its employees and subcontractors, if any, have and shall maintain during the term
of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature
that are legally required to perform the Services. All Services to be furnished by CONSULTANT
under this Agreement shall meet the professional standard and quality that prevail among
professionals in the same discipline and of similar knowledge and skill engaged in related work
throughout California under the same or similar circumstances.
SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of
and in compliance with all federal, state and local laws, ordinances, regulations, and orders that
may affect in any manner the Project or the performance of the Services or those engaged to
perform Services under this Agreement, as amended from time to time. CONSULTANT shall
procure all permits and licenses, pay all charges and fees, and give all notices required by law in
the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs,
including, but not limited to, increases in the cost of Services, arising from or caused by
CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such
errors and omissions, any change order markup costs, or costs arising from delay caused by the
errors and omissions or unreasonable delay in correcting the errors and omissions.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works
project, CONSULTANT shall submit estimates of probable construction costs at each phase of
design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s
stated construction budget by ten percent (10%) or more, CONSULTANT shall make
recommendations to CITY for aligning the Project design with the budget, incorporate CITY
approved recommendations, and revise the design to meet the Project budget, at no additional cost
to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees
that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be
deemed at all times to be an independent contractor and shall be wholly responsible for the manner
in which CONSULTANT performs the Services requested by CITY under this Agreement.
CONSULTANT and any agent or employee of CONSULTANT will not have employee status
with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY
pertaining to or in connection with any retirement, health or other benefits that CITY may offer its
employees. CONSULTANT will be responsible for all obligations and payments, whether
imposed by federal, state or local law, including, but not limited to, FICA, income tax
withholdings, workers’ compensation, unemployment compensation, insurance, and other similar
responsibilities related to CONSULTANT’s performance of the Services, or any agent or
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employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as
creating an employment or agency relationship between CITY and CONSULTANT or any agent
or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY
shall be construed as providing for direction as to policy and the result of CONSULTANT’s
provision of the Services only, and not as to the means by which such a result is obtained.
SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of
CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign
or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s
obligations hereunder without the prior written approval of the City Manager. Any purported
assignment made without the prior written approval of the City Manager will be void and without
effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement
will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the
parties.
SECTION 12. SUBCONTRACTING.
Subcontracts Authorized: Notwithstanding Section 11 (Assignment) above, CITY agrees that
subcontractors may be used to complete the Services only with prior approval, in writing, including
scope of services, cost and duration.
CONSULTANT shall be responsible for directing the work of any subcontractors and for any
compensation due to subcontractors. CITY assumes no responsibility whatsoever concerning
compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts
and omissions of subcontractors. CONSULTANT shall change or add subcontractors only with
the prior written approval of the City Manager or designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Kelly Beggs
Telephone: 628-222-5985, Email: kbeggs@goodcityco.com as the CONSULTANT’s Project
Manager to have supervisory responsibility for the performance, progress, and execution of the
Services and represent CONSULTANT during the day-to-day performance of the Services. If
circumstances cause the substitution of the CONSULTANT’s Project Manager or any other of
CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager
and the assignment of any key new or replacement personnel will be subject to the prior written
approval of the CITY’s Project Manager. CONSULTANT, at CITY’s request, shall promptly
remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable
manner, are uncooperative, or present a threat to the adequate or timely completion of the Services
or a threat to the safety of persons or property.
CITY’s Project Manager is Coleman Frick, Planning and Development Services Department, , 250
Hamilton Ave. Palo Alto, CA, 94301 Telephone: 650-838-2821, Email:
coleman.frick@cityofpaloalto.org. CITY’s Project Manager will be CONSULTANT’s point of
contact with respect to performance, progress and execution of the Services. CITY may designate
an alternate Project Manager from time to time.
SECTION 14. OWNERSHIP OF MATERIALS. All work product, including without
limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications,
computations, models, recordings, data, documents, and other materials and copyright interests
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developed under this Agreement, in any form or media, shall be and remain the exclusive property
of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights
which arise from creation of the work product pursuant to this Agreement are vested in CITY, and
CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual
property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall
make any of such work product available to any individual or organization without the prior written
approval of the City Manager or designee. CONSULTANT makes no representation of the
suitability of the work product for use in or application to circumstances not contemplated by the
Scope of Services.
SECTION 15. AUDITS. CONSULTANT agrees to permit CITY and its authorized
representatives to audit, at any reasonable time during the term of this Agreement and for four (4)
years from the date of final payment, CONSULTANT’s records pertaining to matters covered by
this Agreement, including without limitation records demonstrating compliance with the
requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain
and retain accurate books and records in accordance with generally accepted accounting principles
for at least four (4) years after the expiration or earlier termination of this Agreement or the
completion of any audit hereunder, whichever is later.
SECTION 16. INDEMNITY.
16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend
and hold harmless CITY, its Council members, officers, employees and agents (each an
“Indemnified Party”) from and against any and all demands, claims, or liability of any nature,
including death or injury to any person, property damage or any other loss, including all costs and
expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements
(“Claims”) resulting from, arising out of or in any manner related to performance or
nonperformance by CONSULTANT, its officers, employees, agents or contractors under this
Agreement, regardless of whether or not it is caused in part by an Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to
require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active
negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of,
or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its
officers, employees, agents or contractors under this Agreement.
16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not
operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive
the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under
this Agreement is effective unless it is in writing in accordance with Section 29.4 of this
Agreement. No delay or failure to require performance of any provision of this Agreement shall
constitute a waiver of that provision as to that or any other instance. Any waiver granted shall
apply solely to the specific instance expressly stated. No single or partial exercise of any right or
remedy will preclude any other or further exercise of any right or remedy.
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SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in
full force and effect during the term of this Agreement, the insurance coverage described in Exhibit
D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall
obtain a policy endorsement naming CITY as an additional insured under any general liability or
automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through
carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or
authorized to transact insurance business in the State of California. Any and all contractors of
CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in
full force and effect during the term of this Agreement, identical insurance coverage, naming CITY
as an additional insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY
concurrently with the execution of this Agreement. The certificates will be subject to the approval
of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary
coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except
after filing with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation
or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30)
days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written
notice of the cancellation or modification within two (2) business days of the CONSULTANT’s
receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates
evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term
of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be
construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification
provisions of this Agreement. Notwithstanding the policy or policies of insurance,
CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss
caused by or directly arising as a result of the Services performed under this Agreement, including
such damage, injury, or loss arising after the Agreement is terminated or the term has expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole
or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written
notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material
obligations under this Agreement, in addition to all other remedies provided under this Agreement
or at law, the City Manager may terminate this Agreement sooner upon written notice of
termination. Upon receipt of any notice of suspension or termination, CONSULTANT will
discontinue its performance of the Services on the effective date in the notice of suspension or
termination.
19.2. In event of suspension or termination, CONSULTANT will deliver to the
City Manager on or before the effective date in the notice of suspension or termination, any and
all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed,
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prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such
work product is the property of CITY, as detailed in Section 14 (Ownership of Materials).
19.3. In event of suspension or termination, CONSULTANT will be paid for the
Services rendered and work products delivered to CITY in accordance with the Scope of Services
up to the effective date in the notice of suspension or termination; provided, however, if this
Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be
obligated to compensate CONSULTANT only for that portion of CONSULTANT’s Services
provided in material conformity with this Agreement as such determination is made by the City
Manager acting in the reasonable exercise of his/her discretion. The following Sections will
survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25,
27, 28, 29 and 30.
19.4. No payment, partial payment, acceptance, or partial acceptance by CITY
will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made
in accordance with Section 17 (Waivers).
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by
certified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the Project Manager at the address of
CONSULTANT recited on the first page of this Agreement.
CONSULTANT shall provide written notice to CITY of any change of address.
SECTION 21. CONFLICT OF INTEREST.
21.1. In executing this Agreement, CONSULTANT covenants that it presently
has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which
would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this
Agreement, it will not employ subcontractors or other persons or parties having such an interest.
CONSULTANT certifies that no person who has or will have any financial interest under this
Agreement is an officer or employee of CITY; this provision will be interpreted in accordance
with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the
State of California, as amended from time to time. CONSULTANT agrees to notify CITY if any
conflict arises.
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21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by
the Regulations of the Fair Political Practices Commission, CONSULTANT will file the
appropriate financial disclosure documents required by the Palo Alto Municipal Code and the
Political Reform Act of 1974, as amended from time to time.
SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.
22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended
from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not
discriminate in the employment of any person due to that person’s race, skin color, gender, gender
identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic
information or condition, housing status, marital status, familial status, weight or height of such
person. CONSULTANT acknowledges that it has read and understands the provisions of Section
2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the
penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining
to nondiscrimination in employment.
22.2. CONSULTANT understands and agrees that pursuant to the Americans
Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to
the public, whether directly or through a contractor or subcontractor, are required to be accessible
to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a
manner that complies with the ADA and any other applicable federal, state and local disability
rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate
against persons with disabilities in the provision of services, benefits or activities provided under
this Agreement.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO
WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally
Preferred Purchasing policies which are available at CITY’s Purchasing Department, hereby
incorporated by reference and as amended from time to time. CONSULTANT shall comply with
waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero
Waste best practices include, first, minimizing and reducing waste; second, reusing waste; and,
third, recycling or composting waste. In particular, CONSULTANT shall comply with the
following Zero Waste requirements:
(a) All printed materials provided by CONSULTANT to CITY generated from a
personal computer and printer including but not limited to, proposals, quotes, invoices, reports,
and public education materials, shall be double-sided and printed on a minimum of 30% or greater
post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any
submitted materials printed by a professional printing company shall be a minimum of 30% or
greater post-consumer material and printed with vegetable-based inks.
(b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in
accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended
Producer Responsibility requirements for products and packaging. A copy of this policy is on file
at the Purchasing Department’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no
additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from
the facility accepting the pallets to verify that pallets are not being disposed.
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SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE.
CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62
(Citywide Minimum Wage), as amended from time to time. In particular, for any employee
otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a
calendar week within the geographic boundaries of the City, CONSULTANT shall pay such
employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030
for each hour worked within the geographic boundaries of the City of Palo Alto. In addition,
CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in
accordance with Palo Alto Municipal Code Section 4.62.060.
SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of
the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to
time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the
event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal
year in the event that funds are only appropriated for a portion of the fiscal year and funds for this
Agreement are no longer available. This Section shall take precedence in the event of a conflict
with any other covenant, term, condition, or provision of this Agreement.
SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC
WORKS CONTRACTS.
26.1. This Project is not subject to prevailing wages and related requirements.
CONSULTANT is not required to pay prevailing wages and meet related requirements under the
California Labor Code and California Code of Regulations in the performance and implementation
of the Project if the contract:
(1) is not a public works contract;
(2) is for a public works construction project of $25,000 or less, per California
Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or
(3) is for a public works alteration, demolition, repair, or maintenance project of
$15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and
1773.3(j).
SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For
purposes of this Section 27, a “9204 Public Works Project” means the erection, construction,
alteration, repair, or improvement of any public structure, building, road, or other public
improvement of any kind. (Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code
Section 9204, for Public Works Projects, certain claims procedures shall apply, as set forth in
Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”.
This Project is not a 9204 Public Works Project.
SECTION 28. CONFIDENTIAL INFORMATION.
28.1. In the performance of this Agreement, CONSULTANT may have access to
CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential
Information in strict confidence, not disclose it to any third party, and will use it only for the
performance of its obligations to CITY under this Agreement and for no other purpose.
CONSULTANT will maintain reasonable and appropriate administrative, technical and physical
safeguards to ensure the security, confidentiality and integrity of the Confidential Information.
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Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its
employees, agents and subcontractors, if any, to the extent they have a need to know in order to
perform CONSULTANT’s obligations to CITY under this Agreement and for no other purpose,
provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality
and security obligations of this Agreement.
28.2. “Confidential Information” means all data, information (including without
limitation “Personal Information” about a California resident as defined in Civil Code Section
1798 et seq., as amended from time to time) and materials, in any form or media, tangible or
intangible, provided or otherwise made available to CONSULTANT by CITY, directly or
indirectly, pursuant to this Agreement. Confidential Information excludes information that
CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it
was provided or has subsequently become publicly known other than by a breach of this
Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of
confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by
CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is
independently developed by employees of CONSULTANT without any use of or access to the
Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an
authorized representative of CITY.
28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential
Information to the extent required by order of a court of competent jurisdiction or governmental
body, provided that CONSULTANT will notify CITY in writing of such order immediately upon
receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing
so), to give CITY an opportunity to oppose or otherwise respond to such order.
28.4. CONSULTANT will notify City promptly upon learning of any breach in
the security of its systems or unauthorized disclosure of, or access to, Confidential Information in
its possession or control, and if such Confidential Information consists of Personal Information,
CONSULTANT will provide information to CITY sufficient to meet the notice requirements of
Civil Code Section 1798 et seq., as applicable, as amended from time to time.
28.5. Prior to or upon termination or expiration of this Agreement,
CONSULTANT will honor any request from the CITY to return or securely destroy all copies of
Confidential Information. All Confidential Information is and will remain the property of the CITY
and nothing contained in this Agreement grants or confers any rights to such Confidential
Information on CONSULTANT.
28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the
terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions.
SECTION 29. MISCELLANEOUS PROVISIONS.
29.1. This Agreement will be governed by California law, without regard to its
conflict of law provisions.
29.2. In the event that an action is brought, the parties agree that trial of such
action will be vested exclusively in the state courts of California in the County of Santa Clara,
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State of California.
29.3. The prevailing party in any action brought to enforce the provisions of this
Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that
action. The prevailing party shall be entitled to recover an amount equal to the fair market value
of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third
parties.
29.4. This Agreement, including all exhibits, constitutes the entire and integrated
agreement between the parties with respect to the subject matter of this Agreement, and supersedes
all prior agreements, negotiations, representations, statements and undertakings, either oral or
written. This Agreement may be amended only by a written instrument, which is signed by the
authorized representatives of the parties and approved as required under Palo Alto Municipal
Code, as amended from time to time.
29.5. If a court of competent jurisdiction finds or rules that any provision of this
Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in
full force and effect.
29.6. In the event of a conflict between the terms of this Agreement and the
exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall
control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if
any), the exhibits shall control.
29.7. The provisions of all checked boxes in this Agreement shall apply to this
Agreement; the provisions of any unchecked boxes shall not apply to this Agreement.
29.8. All section headings contained in this Agreement are for convenience and
reference only and are not intended to define or limit the scope of any provision of this Agreement.
29.9. This Agreement may be signed in multiple counterparts, which, when
executed by the authorized representatives of the parties, shall together constitute a single binding
agreement.
SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is
selected below, is hereby attached and incorporated into this Agreement by reference as though
fully set forth herein:
EXHIBIT A: SCOPE OF SERVICES
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS
THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS
ARE ATTACHED.
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CONTRACT No. C24187237 SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives
executed this Agreement as of the date first above written.
CITY OF PALO ALTO
____________________________
City Manager
APPROVED AS TO FORM:
__________________________
City Attorney or designee
GOOD CITY COMPANY
Officer 1
By:
Name: Aaron Aknin
Title: Secretary
aaknin@goodcityco.com
Officer 2
By:
Name: Lisa Costa-Sanders
Title: President
lcostasanders@goodcityco.com
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EXHIBIT A
SCOPE OF SERVICES
CONSULTANT will provide the Services detailed in this Exhibit A, entitled “SCOPE OF
SERVICES”. CONSULTANT will complete project management services through community
engagement, public meeting, document review and other mutually agreed upon tasks.
Task 1: Project Commencement and Community Engagement Strategy
A. Weekly Check-in Meeting.
CONSULTANT will participate in a weekly 1-hour check in meeting with staff and
consultants to provide progress updates, review open action items, review upcoming
schedule milestones, and solicit feedback and discuss issues as needed. CONSULTANT will
solicit staff and consultants for agenda items and distribute agendas a day ahead of meetings.
B. Task-tracking Document.
CONSULTANT will create and maintain a task-tracking document using either OneDrive or
GoogleDocs to allow collaboration with CITY and consultant staff. The document will
specify action items, responsible parties, status, and due dates and will be updated on a daily
basis. CONSULTANT will also review action items during weekly meetings to ensure that
the CITY and consultant teams are aligned on project status and issue resolution.
C. Invoice Tracking and Approval.
CONSULTANT will create an invoice tracking spreadsheet to track budget and assess
billings as they relate to task completion. CONSULTANT will work with CITY staff to
process and pay invoices in a timely manner.
D. Schedule Tracking.
CONSULTANT will proactively track consultants’ progress on deliverables to ensure that
the project stays on schedule. CONSULTANT will ask that schedule is on the agenda for
every check-in meeting to confirm deliverable timelines and avoid slowdowns.
E. Weekly Email and Updates.
CONSULTANT will send a weekly project status email to the Planning Manager of Long-
Range Planning or designee to keep CITY staff aware of project status and will provide
updates on major issues as they arise.
F. Meeting Coordination.
CONSULTANT will work with staff and consultants to coordinate schedules, send meeting
invitations, prepare agendas, and facilitate meetings when necessary.
G. General Communications.
CONSULTANT will act as a main point of contact for internal and external inquiries and
communications regarding the Housing Plan.
H. Notices.
CONSULTANT will assist staff with preparing, posting, and mailing notices required for
public meetings and for CEQA milestones.
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Task 2: Document Review Coordination
A. Setting Document Review Policy.
CONSULTANT will establish a global review policy at the kickoff of the project to assess
the preferences of key CITY reviewers. CONSULTANT recommends consolidating
comments and streamlining review by saving documents in OneDrive or within CITY
SharePoint files so that reviewers can concurrently comment. CONSULTANT can also assist
with consolidating comments and tracked changes from multiple versions, should a
versioning issue arise.
B. Review Timelines.
CONSULTANT will clearly communicate review deadlines to CITY reviewers and will
provide follow-up reminders of deadlines.
C. Comment Review and Integration.
CONSULTANT will provide an extra layer of review of documents after CITY reviewers
provide comments to flag major issues that require attention and discussion during weekly
check-in meetings.
D. Comment Matrices.
CONSULTANT will create shared comment matrices and assign responsible parties for issue
resolution.
Task 3: Public and Community Meetings, Community Working Group Meetings, and
Technical Advisory Meetings
A. Maintain Up-to-Date Public Information.
In collaboration with the Housing Plan consultant, CONSULTANT will draft website content
and updates, as well as social media and newsletter posts.
B. Public Meetings.
In collaboration with the Housing Plan consultant, CONSULTANT will draft staff reports,
memos, and presentations using CITY templates and agenda management software.
CONSULTANT will also attend and present (as needed) at public meetings and to Boards,
Commissions and Council as necessary. CONSULTANT will also prepare notes
summarizing each public meeting.
C. Community Working Group and Technical Advisory Group Meetings.
CONSULTANT will serve as a liaison between staff, consultants and the Community
Working Group and Technical Advisory Group. CONSULTANT will coordinate meeting
times and logistics and assist staff and the Housing Plan consultant with meeting agendas and
materials. CONSULTANT will also prepare notes summarizing each Working Group and
Advisory Group meeting.
D. Community Workshops.
CONSULTANT will attend and assist the Housing Plan consultant in planning, setting up,
and staffing community workshops
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EXHIBIT B
SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services so as to complete each milestone within the number
of hours specified below. The time to complete each milestone may be increased or decreased by
mutual written agreement of the Project Managers for CONSULTANT and CITY so long as all
work is completed within the term of the Agreement.
Milestones Hours
Task 1: Project Commencement and Community Engagement Strategy 1697
Task 2: Document Review Coordination 113
Task 3: Public and Community Meetings, Community Working Group
Meetings, and Technical Advisory Meetings
62
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EXHIBIT C
COMPENSATION
CITY agrees to compensate CONSULTANT for Services performed in accordance with the terms
and conditions of this Agreement, and as set forth in the budget schedule below. Compensation
shall be calculated based on the rate schedule attached as Exhibit C-1 up to the not to exceed
budget amount for each task set forth below.
CITY’s Project Manager may approve in writing the transfer of budget amounts between any of
the tasks or categories listed below, provided that the total compensation for the Services,
including any specified reimbursable expenses, and the total compensation for Additional Services
(if any, per Section 4 of the Agreement) do not exceed the amounts set forth in Section 4 of this
Agreement.
CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and
Additional Services (if any, per Section 4), within this/these amount(s). Any work performed or
expenses incurred for which payment would result in a total exceeding the maximum amount of
compensation set forth in this Agreement shall be at no cost to the CITY.
BUDGET SCHEDULE
Tasks Labor Categories Hours Hourly Rate Costs
Task 1
Project Commencement and
Community Engagement
Strategy
Principal 42 $260 $10,920
Planning Manager / Principal Planner 1241 $195 $241,995
Sr. Planner/Project Manager 414 $170 $70,380
Subtotal $323,295
Task 2
Document Review
Coordination
Principal 9 $260 $2,340
Planning Manager / Principal Planner 69 $195 $13,455
Sr. Planner/Project Manager 35 $170 $5,950
Subtotal $21,745
Task 3
Public and Community
Meetings, Community
Working Group Meetings,
and Technical Advisory
Meetings
Principal 14 $260 $3,640
Planning Manager / Principal Planner 32 $195 $6,240
Sr. Planner/Project Manager 16 $170 $2,720
Subtotal $12,600
Sub-total for Services $357,640
Reimbursable Expense $0.00
Total for Services and
Reimbursable Expenses
$357,640
Additional Services $17,882
Maximum Total
Compensation
$375,522
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REIMBURSABLE EXPENSES
CONSULTANT’S ordinary business expenses, such as administrative, overhead,
administrative support time/overtime, information systems, software and hardware,
photocopying, telecommunications (telephone, internet), in-house printing, insurance and
other ordinary business expenses, are included within the scope of payment for Services and
are not reimbursable expenses hereunder.
Reimbursable expenses, if any are specified as reimbursable under this section, will be
reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will
be reimbursed are: none up to the not-to-exceed amount of: $0.00
A. Travel outside the San Francisco Bay Area, including transportation and meals, if
specified as reimbursable, will be reimbursed at actual cost subject to the City of Palo Alto’s
policy for reimbursement of travel and meal expenses.
B. Long distance telephone service charges, cellular phone service charges, facsimile
transmission and postage charges, if specified as reimbursable, will be reimbursed at actual
cost.
All requests for reimbursement of expenses, if any are specified as reimbursable under this
section, shall be accompanied by appropriate backup documentation and information.
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EXHIBIT C-1
SCHEDULE OF RATES
CITY and CONSULTANT may at any time mutually agree to add new position titles, rates, and
adjust listed rates so long as the changes do not increase the not to exceed amount as noted in
Section 4.
CONSULTANT’s schedule of rates is as follows:
Principal/Partner $260/hour
Planning Director $230/hour
Principal Planner/Planning Manager $195/hour
Economic Development Director $230/hour
Public Policy Manager $225/hour
Chief Building Official $170/hour
Senior Planner/Project Manager $170/hour
Housing Services Consultant $170/hour
Associate Planner $140/hour
Assistant Planner $130/hour
Planning Technician $100/hour
Marketing Specialist/Graphic Designer $100/hour
Administrative Specialist $90/hour
Subconsultant Contracts Direct Billing + 10% oversight fee
Rates subject to adjustment January 1st of each year (typically 3-7% increase)
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EXHIBIT D
INSURANCE REQUIREMENTS
CONSULTANTS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE
CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW,
AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR
AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS AS SPECIFIED HEREIN.
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY STATUTORY STATUTORY
YES
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL
LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY
DAMAGE COMBINED.
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
AUTOMOBILE LIABILITY,
INCLUDING ALL OWNED, HIRED,
NON-OWNED
BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
PROFESSIONAL LIABILITY,
INCLUDING, ERRORS AND
OMISSIONS, MALPRACTICE (WHEN
APPLICABLE), AND NEGLIGENT
PERFORMANCE
ALL DAMAGES $1,000,000
YES
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONSULTANT, AT ITS SOLE COST
AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM
OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY
CONSULTANT AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’
COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL
INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONSULTANT’S AGREEMENT TO INDEMNIFY CITY.
II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE
III. ENDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONAL
INSUREDS:
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED,
INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR
CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE
ADDITIONAL INSUREDS.
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B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER
THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE
INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE
INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS
POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON
OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE
CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE
OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT
OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY
WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE
FILED WITH THE CITY OF PALO ALTO TO THE FOLLOWING EMAIL:
PURCHASINGSUPPORT@CITYOFPALOALTO.ORG
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David P. Lanferman
Direct Dial: (650) 320-1507
E-mail: dlanferman@rutan.com
February 23, 2024
Rutan & Tucker, LLP | Five Palo Alto Square, 3000 El Camino Real, Suite 200
Palo Alto, CA 94306 -9814 | 650 -320 -1500 | Fax 650 -320 -9905
Orange County | Palo Alto | San Francisco | Scottsdale | www.rutan.com
2783/031499-0005
20292920.1 a02/23/24
VIA E-MAIL
Honorable Mayor and Members of the City Council
CITY OF PALO ALTO
250 Hamilton Avenue
Palo Alto, CA 94301
Re: City Council Special Meeting – February 26, 2024 – Agenda Item #9:
“Proposed Approval of Two Contracts for Consultant Services for the
Downtown Housing Plan [DHP]…”
Comments, Questions, and Objections
Honorable Mayor and Members of the City Council:
According to the Council Agenda report, this Agenda Item suggests that the City Council
should approve and authorize the execution of two contracts for consultant services – totaling nearly
$ 2 million – for “planning, consulting, and project management services” in order to “advance the
Downtown Housing Plan [DHP] in a timely manner.”
This proposed action, however, appears to be misguided and premature. On behalf of many
merchants, business, and property owners in the Downtown area, we respectfully take this
opportunity to urge the Council to reject the current proposed consulting contracts, which would
unwisely “put the cart before the horse.” Council should instead defer action on this item – and
should avoid the waste of public money – unless and until the City has a final and approved version
of its new Housing Element, and unless that Housing Element is amended to recognize that the City
is not free to abandon or replace Downtown parking facilities with other uses (even desirable uses
such as affordable housing.)
The proposed contracts would spend City money – nearly two million dollars – to work on
the Downtown Housing Plan [DHP]. According to the Agenda report, that work would involve
“implementing components of the [current draft] of 2023-2031 Housing Element.” It is our
understanding that that current version of the proposed Housing Element has not yet been reviewed,
much less approved, by the California Department of Housing & Community Development. It is
therefore at least premature, and imprudent, for Council to make such a huge commitment of City
funds for outside consultants to “implement” a non-final Housing Element which may well be
subject to further revisions following the State’s review.
Honorable Mayor and Members of the City Council
February 23, 2024
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Moreover, the Agenda report also states that these consulting contracts are intended to assist
in implementation of the highly-questionable portion of that draft Housing Element known as
“Program 1.4 [“City-Owned Land Lots”].” That “Program 1.4” in the draft Housing Element,
however, is based on the unfounded and legally-unsound assumption that the City is free to abandon
or “replace” the existing Downtown surface parking lots, or to convert them to uses other than
providing public parking to serve the Downtown community.
To the contrary, those parking lots have been acquired, improved, and maintained as a result
of assessments imposed on the Downtown property owners and business. As pointed out in our
letter to Council dated December 12, 2023 [copy attached]. the City is not free to disregard the
important rights of those who have for many years paid assessments to provide for the creation and
preservation of well-located and convenient permanent Downtown parking facilities, or the
commitments made by the City in order to secure the approvals of Downtown property owners for
the formation and funding of the assessment district.
The Council should therefore reject – or at least defer action on – the proposed contracts.
There is no reason for Council to act hastily to hire outside planners based to work on a DHP that is
based on unfinished Housing Element and which is erroneously premised on the assumption that the
consultants can “implement” a program improperly dependent upon the unlawful abandonment and
replacement of existing parking facilities. Council is urged to direct Staff to consider other
alternatives, and revise the scope of work included in the proposed contracts so as to provide
feasible and lawful ways of attempting to address Council’s concerns about increasing the supply
of housing in the Downtown area -- consistent with existing local policies and commitments and
that will not harm the economic vibrancy of the Downtown community.
Thank you for your consideration of these concerns.
Very truly yours,
RUTAN & TUCKER, LLP
David P. Lanferman
cc: City Manager, via email
City Attorney’s Office, via email
David P. Lanferman
Direct Dial: (650) 320-1507
E-mail: dlanferman@rutan.com
December 11, 2023
Rutan & Tucker, LLP | Five Palo Alto Square, 3000 El Camino Real, Suite 200
Palo Alto, CA 94306 -9814 | 650 -320 -1500 | Fax 650 -320 -9905
Orange County | Palo Alto | San Francisco | Scottsdale | www.rutan.com
2783/031499-0005
20015889.4 a12/11/23
VIA E-MAIL
Honorable Mayor and Members of the City Council
CITY OF PALO ALTO
250 Hamilton Avenue
Palo Alto, CA 94301
Re: City Council Meeting – December 11, 2023 – Agenda Item #8:
“Direction to Pursue New Parking and Refined Proposals for Housing in the
University Avenue Downtown, etc.”
Comments, Questions, and Objections
Honorable Mayor and Members of the City Council:
We understand that this Agenda Item requests that the City Council “provide direction” to
Staff with regard to two separate items:
(a) resuming efforts to provide a new parking structure at Lot D (formerly known as the
“Downtown Parking Garage Project”), and
(b) the possibility of pursuing more detailed proposals for potential construction of new
“affordable housing” projects on one or more of the existing surface parking lots located in the
University Avenue downtown area.
While it is gratifying that the first Item confirms that City Staff recognizes the importance
and need for the creation of more new off-street parking opportunities to serve the Downtown
community, including a Downtown Parking Garage, the second Item on the Agenda – seeking
guidance for the possible conversion and loss of existing parking lots – is very problematic. This
letter highlights just a few of the more obvious failings and errors of that proposal.
On behalf of many merchants, business, and property owners in that Downtown area,
including many who have been paying assessments for the acquisition, improvement and
maintenance of those parking facilities for decades, we take this opportunity to call your attention to
some of the many flaws, conflicts, and dangers posed by that extraordinary proposal. The proposal
to replace vital Downtown parking facilities with housing is inconsistent with many land use plans
and policies, and is in disregard of the rights and interests of the Downtown community served by
the existing parking lots.
Honorable Mayor and Members of the City Council
December 11, 2023
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The City’s laudable and long-overdue efforts to provide suitable sites for housing, including
“affordable” housing, should not be pursued at the expense of demolishing the critically-needed
existing public parking resources strategically located throughout Downtown to serve the
community. The recent approval of many curbside “parklets” has removed more than 100
previously-available parking spaces. The City’s planned “University Streetscape Project” will also
result in a reduction of the parking supply in Downtown. Even the Staff Report (p. 6) acknowledges
the continuing critical need for adequate parking in the Downtown: “[D]emand for parking in the
downtown has increased since the COVID-19 pandemic….”
Accordingly, with regard to the possibility of pursuing proposals to destroy one or more
existing parking lots in speculative pursuit of a few, poorly-located, incredibly expensive, affordable
housing units, we would respectfully urge Council to provide Staff with direction to “go back to the
drawing board” and to come back with more reasonable, viable, and lawful plans consistent with the
City’s Comprehensive Plan and other controlling plans and policies.
Among the questions and problems most readily apparent from the Staff Report on this Item,
are the following:
1. There Is No Apparent Parking Strategy or Plan for Downtown. When the
Council suspended work on the former Downtown Parking Garage back in February 2019, the
Council also “directed Staff … to return … with a broader parking management strategy and options
to meet Downtown parking needs.” (Staff Report, p. 2). Now, nearly five (5) years later, the City
still has no strategy or plan “to meet Downtown parking needs.” The second Item on this Agenda
appears to be a proposal for nothing more than piecemeal action aimed solely at creating a few spots
of misplaced housing at the expense of the existing Downtown community – and largely ignores
“Downtown parking needs.”
Far from presenting a coherent parking strategy for Downtown, the Staff’s proposal for the
destruction of the critically-needed existing Downtown parking facilities and imposition of new,
non-conforming, high-density residential structures in their place is nothing more than narrowly-
focused, uncoordinated, and patchworked “urban planning.” The City’s recent quest for more
opportunities for residential development, though welcomed, should not become an excuse for
shattering the character of the Downtown community or destroying the economic viability of the
Downtown, which is highly-dependent upon the availability of adequate parking throughout the
community in order to provide convenient access for vehicles and people.
As observed by a recent article by the American Planning Association offering guidance for
municipal parking strategies:
Parking is not an island in itself; it's one element of a transportation program. On-
street and off-street parking, transit, walking, biking, and curb management must
Honorable Mayor and Members of the City Council
December 11, 2023
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be connected to plan for how many vehicles ― and more importantly people ― are
provided access.1
2. No Outreach to Downtown Stakeholders. Thus far, there has been little or no
public outreach to the Downtown community regarding the possible loss of the existing parking lots
– even though those facilities have been paid for, in large part, by the business and property owners
and the University Avenue Parking Assessment District over many years. Since this idea has
reportedly been under consideration by Staff at least since December 2021, the lack of such public
outreach over the past two years is of concern and tends to alienate those who stand to be most
impacted by such radical transformation of the Downtown area.
3. No Net Parking Loss: The City’s own proposed new Housing Element (not yet
approved by the California Department of Housing & Community Development) expressly requires
“no net loss” of existing parking. Program 1.4(a) would ostensibly allow existing City surface
parking lots to be redeveloped to “replace and add” parking while creating new housing
opportunities, including affordable housing. Lot T reportedly provides 51 parking spaces at present,
and the new housing structures would increase the need for parking in close proximity to the
proposed new housing, at least 40 new additional spaces if a 1.0 space/unit ratio were to be applied
(the City’s standard requirement for all multifamily residential). Where and how could at least 91+
new public parking spaces be provided in Downtown? The Municipal Code generally requires that
any “off-site” parking required in connection with a development project must be at least within 500
feet of the project site.
4. Location, location, location…. The Staff Report indicates that both the MidPen and
Alta proposals would entail destruction of the existing surface parking at Lot T, loss of its 51 spaces,
construction of new very tall residential structures, and “relocation” of parking spaces to an
undisclosed “off-site” location. It is unclear whether or how such new and “re-located” off-site
parking could be located in the Downtown area or would otherwise provide equivalent value and
convenience as the existing Lot T serving Downtown. The need for parking is directly related to
existing land uses in the Downtown, and such needs may not be served by random developer-
provided parking spaces in remote parts of the City. For just one example, the loss of Lot T’s parking
would immediately impact many nearby retailers including Sancho’s Taqueria, Vino Locale, Ike’s
Love and Sandwiches and the high-traffic Apple retail store.
An important, and irreplaceable, feature of the existing Downtown parking is the
“distributive” nature of the locations. The existing parking lots are well-located and distributed at
strategic sites throughout the Downtown, providing accessibility and convenience for employees,
visitors, customers and others. Such well-distributed parking is key to retail, hospitality, and office
viability.
1 Nichols & Dorsett, AICP, “8 Ways to Launch Your Parking Strategy,” PLANNING
MAGAZINE (APA, Sept 29, 2021).
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5. Need for dramatic changes to applicable Zoning: The Staff Report indicates that
the proposed actions would require that the existing zoning and land use policies be substantially
changed in order to pursue the possible construction of new tall housing structures – exceeding the
existing zoning height limitations and increasing the density such as to require more intense Floor
Area Ratios (FAR) than currently permitted. We believe that Lot T, for example, is currently zoned
“PF: Public Facility.” “The PF designation is designed to accommodate governmental, public utility,
educational, and community service or recreational facilities.” Currently, residential uses are not
allowed on a PF zoned property, so a significant zone change would be required.
Other substantial deviations or changes to the City’s existing planning policies and zoning
would likely also be required, i.e., Comprehensive Plan Policy L-5; Goal L-4.1 [“Encourage the
upgrading and revitalization of selected Centers in a manner that is compatible with the character
of surrounding neighborhoods, without loss of retail and existing small, local businesses.]; Policy
B-4.5 [“Maintain distinct business districts as a means of retaining local services and diversifying
the City’s economic base.”]
6. Wide impacts of zoning changes: It is likely that the City would not only need to
change the zoning and other policies applicable to Lot T, but also as to many other similarly-situated
properties, in order to avoid legal exposure to claims of unlawful spot zoning or arbitrary
discrimination. Consequently, the zoning changes that would be necessary to accommodate housing
on Lot T (or other existing parking sites) would likely need to be made applicable to wider areas of
the City. A “domino effect” leading to many more tall, intensely-developed, office buildings and
housing structures is a likely consequence, essentially transforming the Downtown area. The scope
of these wide impacts would need extensive and careful study and public input.
7. Environmental impacts and need for CEQA compliance: To the extent that the
feasibility of pursuing housing on the existing parking lots is dependent on the City being able to
make necessary changes to the City’s Comprehensive Plan and Zoning Ordinance, the City would
first need to conduct the appropriate environmental review of those proposed land use actions.
Zoning changes, for example, are generally recognized as the type of discretionary “project”
requiring detailed CEQA review and analysis. (Pub. Res. Code § 21080.)
8. Disregard of the Rights and Interests of Downtown Assessees: The existing
Downtown parking facilities have been paid for, in large part, by the owners of businesses and
properties in the area by way of assessments approved by the owners based on the City’s
representations and agreements that the funds would be used solely for the provision of publicly-
accessible parking facilities serving the Downtown community. Although the Staff Report claims
that the City holds “title to the fee interest” in the twelve (12) existing parking lots, the Downtown
owners who have financed those lots over many years are the beneficial owners of those properties.
The City merely has custodial rights, in the nature of a trustee, to manage the parking facilities for
their committed parking uses, for the benefit of those who have paid for the parking facilities. The
City would be at risk of being found in breach of those fiduciary responsibilities by attempting to
unilaterally abandon the designated use of the sites for “parking” purposes and instead converting
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the use to housing, of any type, without compensation and without the consent of the assessed
property owners.
9. Fiscal Uncertainties: The costs of realizing either of the proposed new housing on
the existing public parking lots are speculative and enormous. There is no indication as to the
source(s) of funding for the planning and public infrastructure that would be necessary to bring either
proposal to reality. The Staff Report estimates that the costs to construct just the hypothetical new
affordable housing units would be approximately $1 million per unit – even if the City could legally
contribute the site at no cost to the developers. In addition, the developers would be required to
provide a suitable site to construct “replacement” public parking spaces. The Staff Report estimates
that the costs of building the Downtown Parking Garage Project have escalated to approximately
$36 million. It also reports that the City has identified no more than $12 million or so in accumulated
“parking in-lieu fees” to fund that project (and Staff notes that even that amount is uncertain due to
pending litigation requiring the City to refund at least part of those fees.)
Pursuant to the City’s own Municipal Code, the use of “parking in-lieu fees” that the City
has previously collected, or may collect from future downtown non-residential development, is
strictly limited: such fee may be used “only for construction of public parking spaces within the
assessment district to serve the parking needs of the district created by the developments that paid the
Fees.” (PAMC § 16.57.060).
The Staff Report does not adequately disclose or explain the sources of funding that would be required
even to set the stage for pursuing the proposed affordable housing development in Downtown.
Consequently, that second Item on the Agenda appears to be unrealistic and fiscally unsound. It has
been suggested that this effort to envision new, very tall, high-density affordable housing construction
in Downtown is little more than an effort to create the illusion of potentially “feasible” housing sites
in order to temporarily appease the State HCD and help win approval for the new Housing Element.
Conclusion:
As noted at the outset, we respectfully support Staff’s requests for direction to pursue
reasonable and lawful efforts to provide additional public parking in Downtown, consistent with
the City’s planning and zoning, as well as reasonable pursuit of appropriate and feasible sites for
housing development.
However, we respectfully object to the request for Council authority to pursue the second
part of this Agenda Item, i.e., the unreasonable, unrealistic, and potentially unlawful attempt to
destroy and misuse the existing public parking facilities and allow the construction of non-
conforming housing (of any type or affordability) on those sites. For the reasons summarized
above, and for such other reasons as may be raised at the hearing on this matter, we would urge
the Council to direct Staff to consider other alternatives, and give further consideration to other,
feasible and lawful, ways of attempting to address Council’s concerns about increasing the supply
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of housing in the Downtown area consistent with existing local policies and commitments and that
will not harm the economic vibrancy Downtown business owners are working so hard to maintain.
Thank you for your consideration of these concerns.
Very truly yours,
RUTAN & TUCKER, LLP
David P. Lanferman
cc: City Manager, via email
City Attorney’s Office, via email