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HomeMy WebLinkAboutStaff Report 2603-6139CITY OF PALO ALTO CITY COUNCIL Special Meeting Monday, June 15, 2026 Council Chambers & Hybrid 5:30 PM     Agenda Item     15.Approval of Professional Services Contract Number C26196545 with Michael Baker International (MBI) for $116,000 in FY 2027 and a Not-to Exceed Amount of $464,000 to Provide Administration and Consulting Services for the City’s Community Development Block Grant (CDBG) Program for a Term of Four-Years Through June 2030. CEQA Status: Exempt in Accordance with CEQA Guidelines Section 15061(b)(3). CITY COUNCIL Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Planning and Development Services Meeting Date: June 15, 2026 Report #: 2603-6139 TITLE Approval of Professional Services Contract Number C26196545 with Michael Baker International (MBI) for $116,000 in FY 2027 and a Not-to Exceed Amount of $464,000 to Provide Administration and Consulting Services for the City’s Community Development Block Grant (CDBG) Program for a Term of Four-Years Through June 2030. CEQA Status: Exempt in Accordance with CEQA Guidelines Section 15061(b)(3). RECOMMENDATION Staff recommend that the City Council approve and authorize the City Manager or their designee to execute Contract No. C26196545 with Michael Baker International (MBI) to provide administration and consulting services for the City’s Community Development Block Grant (CDBG) Program for a term of four-years and a total amount-not-to-exceed $464,000. EXECUTIVE SUMMARY On January 13, 2026, a Request for Proposals (RFP) was posted on the OpenGov Portal for administration and consulting services for the City’s Community Development Block Grant (CDBG) program. The solicitation period was held for 38 days, with proposals due on February 20, 2026. The City received proposals from three firms: 1) Michael Baker International (MBI) 2), MVN, LLC, and 3) RFM Consulting. After a thorough review of the proposals, MBI was selected based on their extensive CDBG- specific experience and overall quality of their proposal. MBI addressed all the requirements outlined in the RFP. BACKGROUND The CDBG program is a federal program that provides funding to local and state governments for community development activities. The program was created by the Housing and Community Development Act of 1974 and is administered by the Department of Housing and Urban Development (HUD). The primary objective of the CDBG program is to provide affordable housing, improve living conditions, and create economic opportunities for low- and moderate- income households. The program provides grants to eligible communities to support a wide range of activities, including infrastructure development, public facilities and services, and job creation. ANALYSIS Table 1: Summary of Request for Proposal Proposal Description RFP 196545 CDBG Administration Services Proposed Length of Project 2 Years* Number of Vendors Notified 3,744 Number of Proposal Packages Downloaded 42 Total Days to Respond to Proposal 38 Pre-Proposal Meeting No Pre-Proposal Meeting Date NA Number of Proposals Received 3 Proposal Price Range $6,100 - 240,000 Public Link to Solicitation https://procurement.opengov.com/portal/palo- alto-ca/projects/228204 *The RFP listed the anticipated contract term as two years but staff is recommending a four year term. During the consultant selection process, a heavy emphasis was placed on expertise with CDBG program administration. As noted above, the City relies on a consultant to handle the complex federal regulations and requirements, program guidelines, and reporting requirements to ensure compliance with annual funding allocations and grants. MBI’s proposal met the evaluation criteria identified in the RFP and, following interviews with the top-ranked firms (MBI and MVN, LLC), MBI was identified as the best candidate to assist the City based on its experience with CDBG procedures, consultant team member capacity, and technical expertise in CDBG program administration. MBI has established experience with CDBG administration and submitted a comprehensive proposal that fully addresses service requirements. A four-year CDBG Administration and Consulting contract provides more continuity and reduces the administrative burden on staff compared to a two-year agreement. With a longer contract term, staff avoid frequent procurement cycles, contract negotiations, and onboarding, allowing more time to focus on program compliance. The CDBG Administration and Consulting contract is funded entirely through CDBG administrative funds and does not impact the City’s General Fund or other local resources. City staff continues to closely manage the contract through regular coordination, work product reviews, and expenditure monitoring to ensure alignment with federal requirements and local priorities. For additional details on the services to be provided by MBI, please see Attachment A. FISCAL/RESOURCE IMPACT ENVIRONMENTAL REVIEW ATTACHMENTS APPROVED BY: Professional Services Rev. Oct 16,2024 Page 1 of 22 CITY OF PALO ALTO CONTRACT NO. C26196545 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF PALO ALTO AND MICHAEL BAKER INTERNATIONAL This Agreement for Professional Services (this “Agreement”) is entered into as of the 1st day of July, 2026 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and MICHAEL BAKER INTERNATIONAL, a Pennsylvania Corporation, located at 100 Airside Drive, Moon Township, PA 15108 (“CONSULTANT”). The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference: RECITALS A. CITY intends to award a contract for administrative services (the “Project”) and desires to engage a consultant to administer services of the United States Department of Housing and Urban Development Block Grant (CDBG) Program in connection with the Project (the “Services”, as detailed more fully in Exhibit A). B. CONSULTANT represents that it, its employees and subconsultants, if any, possess the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY, in reliance on these representations, desires to engage CONSULTANT to provide the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree as follows: SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit A in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the effective date of this agreement through June 30, 2029, with a fourth year renewal option, 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. Docusign Envelope ID: BABA8F04-904D-4DC2-8538-B00A420A4AB0 Professional Services Rev. Oct 16,2024 Page 2 of 22 Neither party shall be liable for any failure to perform or any impairment to its performance to the extent such failure or impairment is caused by (i) any act of God, fire, flood, natural catastrophe, labor dispute or strike or shortage, national or state emergency, epidemic or pandemic, insurrection, riot, act of terrorism, war, or act of government, and/or (iii) any other event, occurrence or circumstance beyond the reasonable control of either party (each, a “Force Majeure Event”). 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 Four Hundred Sixty Four Thousand Dollars ($464,000). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the Services performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the following electronic mail address: PCEContracts@paloalto.gov. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it, its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement, as amended from time to time. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by Docusign Envelope ID: BABA8F04-904D-4DC2-8538-B00A420A4AB0 Professional Services Rev. Oct 16,2024 Page 3 of 22 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 subcontractors may be used to complete the Services only with prior approval, in writing, including scope of services, cost and performance to be completed within term pursuant to Section 4 of the Agreement. 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 Docusign Envelope ID: BABA8F04-904D-4DC2-8538-B00A420A4AB0 Professional Services Rev. Oct 16,2024 Page 4 of 22 the prior written approval of the City Manager or designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Lisa Baker, Project Director, Electronic Mail: Lisa.Baker@mbakerintl.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 & Development Services Department, 250 Hamilton Ave. Palo Alto, CA, 94301, Telephone: (650) 838-2821, Electronic Mail: coleman.frick@paloalto.gov. CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. All work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services. SECTION 15. AUDITS. CONSULTANT agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, CONSULTANT’s records pertaining to matters covered by this Agreement, including without limitation records demonstrating compliance with the requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and Docusign Envelope ID: BABA8F04-904D-4DC2-8538-B00A420A4AB0 Professional Services Rev. Oct 16,2024 Page 5 of 22 expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its officers, employees, agents or contractors under this Agreement. 16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 29.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 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. Docusign Envelope ID: BABA8F04-904D-4DC2-8538-B00A420A4AB0 Professional Services Rev. Oct 16,2024 Page 6 of 22 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). 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 Docusign Envelope ID: BABA8F04-904D-4DC2-8538-B00A420A4AB0 Professional Services Rev. Oct 16,2024 Page 7 of 22 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. 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 Docusign Envelope ID: BABA8F04-904D-4DC2-8538-B00A420A4AB0 Professional Services Rev. Oct 16,2024 Page 8 of 22 this Agreement. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include, first, minimizing and reducing waste; second, reusing waste; and, third, recycling or composting waste. In particular, CONSULTANT shall comply with the following Zero Waste requirements: (a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable-based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060. SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. 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 Docusign Envelope ID: BABA8F04-904D-4DC2-8538-B00A420A4AB0 Professional Services Rev. Oct 16,2024 Page 9 of 22 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 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 Docusign Envelope ID: BABA8F04-904D-4DC2-8538-B00A420A4AB0 Professional Services Rev. Oct 16,2024 Page 10 of 22 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. 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. Docusign Envelope ID: BABA8F04-904D-4DC2-8538-B00A420A4AB0 Professional Services Rev. Oct 16,2024 Page 11 of 22 29.7. The provisions of all checked boxes in this Agreement shall apply to this Agreement; the provisions of any unchecked boxes shall not apply to this Agreement. 29.8. All section headings contained in this Agreement are for convenience and reference only and are not intended to define or limit the scope of any provision of this Agreement. 29.9. This Agreement may be signed in multiple counterparts, which, when executed by the authorized representatives of the parties, shall together constitute a single binding agreement. SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is selected below, is hereby attached and incorporated into this Agreement by reference as though fully set forth herein: EXHIBIT A: SCOPE OF SERVICES EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER EXHIBIT B: SCHEDULE OF PERFORMANCE EXHIBIT C: COMPENSATION EXHIBIT C-1: SCHEDULE OF RATES EXHIBIT D: INSURANCE REQUIREMENTS THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED. Docusign Envelope ID: BABA8F04-904D-4DC2-8538-B00A420A4AB0 Professional Services Rev. Oct 16,2024 Page 12 of 22 CONTRACT No. C26196545 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 CONSULTANT MICHAEL BAKER INTERNATIONAL Officer 1 By: ________________________________ Name: Fareeha Kibriya Title: Vice President fareeha.kibriya@mbakerintl.com Officer 2 (Required for Corp. or LLC) By: ________________________________ Name: Richard Beck Title: Assistant Secretary rbeck@mbakerintl.com Docusign Envelope ID: BABA8F04-904D-4DC2-8538-B00A420A4AB0 Professional Services Rev. Oct 16,2024 Page 13 of 22 EXHIBIT A SCOPE OF SERVICES CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF SERVICES”. Notwithstanding any provision herein to the contrary, CONSULTANT’s duties and services described in this Scope of Services shall not include preparing or assisting CITY with any portion of CITY’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. CONSULTANT’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. CONSULTANT shall cooperate with CITY to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by CONSULTANT pursuant to this Scope of Services. CONSULTANT shall provide professional services for the City’s administration services for the United States Department of Housing and Urban Development's (HUD) Community Development Block Grant (CDBG) Program. Task 1 - Reporting 1. Prepare and submit the required program plans and certifications to HUD: a. Annual Action Plan (including FY 2026-27 and FY 2027-28 plan preparation, Human Relations Commission compliance, IDIS submission). b. CAPER (Consolidated Annual Performance and Evaluation Report-FY 25-26; FY 26-27). c. Substantial Amendments, as needed, limited to one per program year. 2. Develop, implement, and administer eligible CDBG programs and activities. 3. Prepare and implement all public outreach programs and public participation (including public notice) under the CDBG program consistent with the City’s Citizen Participation Plan (CPP). 4. Ensure compliance with the national objectives as required by HUD. 5. Prepare reports in a timely manner to meet HUD/CDBG mandated report submittal dates. Task 2 - Environmental Review Record (ERR) 1. Review applications and projects for compliance with the National Environmental Policy Act (NEPA)/CDBG Environmental Review Requirements 2. ERR completion for activities approved for Program Years using HUD Environmental Review Online System (HEROS): FY 2026-27 and FY 2027-28 a. Prepare documentation for environmental clearance as required for CDBG projects, including support documents such as completed checklist, technical studies, reference maps, letters from State Historic Preservation Officer (SHPO), and mailing receipts for categorical exemptions. b. Prepare Categorical Exclusion Subject To (CEST) and Environmental Assessments (EA). c. Prepare all documents required by the CDBG Program for the City to receive the Authority to Use Grant Funds (AUGF) from HUD. Docusign Envelope ID: BABA8F04-904D-4DC2-8538-B00A420A4AB0 Professional Services Rev. Oct 16,2024 Page 14 of 22 Task 3 - Monitoring 1. Fully administer CDBG Entitlement Program. 2. Ensure labor compliance by ensuring public works/improvement projects using CDBG funds comply with CDBG regulations and Section 3 requirements. 3. Ensure labor compliance through project schedule, bid process, pre & post award, employee interviews, and reviewing certified payrolls for compliance with labor standards and prevailing wages for various projects. 4. Coordination and outreach to internal staff to facilitate public improvement programs with Public Works and other City staff. 5. Conduct annual subrecipient programmatic and financial monitoring including: prepare monitoring letters, client file review, monitoring work sessions, technical assistance, follow-up monitoring needs and final monitoring report. 6. Ensure City file management by retaining and organizing City files and providing quarterly file management and annual record transfers. 7. Review bid documents and check for compliance with Section 3, Minority Business Enterprise/ Small Business Enterprise/Women Business Enterprise (MBE/SBE/WBE), Davis-Bacon, Form 4710, and other applicable HUD regulations for Capital Improvement Projects. 8. Consultant shall establish and maintain administrative files that shall be transmitted to the City at the end of the program year or upon request (i.e., fully executed funding agreements, quarterly reimbursement requests/reports, end of year reports, etc.). 9. Update the City’s CDBG policies and procedures as needed. Task 4 - Financial 1. Complete Subrecipient-Quarterly Reports and Invoice Review to ensure contract and HUD compliance, Annual Subrecipient-Contracts, Manuals/Policies Updates, Monthly Budget, CDBG Drawdown Requests, Integrated Disbursement and Information System (IDIS) Management activity setup and accomplishments. 2. Assist City staff in maintaining information in IDIS. 3. Prepare monthly budgets and provide updates at weekly status meetings. 4. Review and input subrecipient accomplishments based on quarterly reports into IDIS. 5. Assist with the preparation of drawdowns. 6. Provide general CDBG administrative services and subrecipient technical support. 7. Review and process invoices from program subrecipients. 8. Facilitate communication between the City and HUD. 9. Update federal regulations policy/procedure manuals, as necessary. 10. Provide the City with technical assistance regarding regulatory, program, financial compliance to federal laws. 11. Completion and submission of all financial and performance reports required by the program (e.g., monthly, quarterly, annual, close- out, etc.). 12. Prepare all CDBG drawdown requests and will ensure that the City receives participating expenditure reimbursements as expeditiously as possible. Task 5 - Other Services 1. Complete Unplanned/Substantial Amendment ERR(s) 2. Act as the primary point of contact for the public and City staff for all CDBG program questions. 3. Maintain regular communications with the City’s HUD representative and attend check- Docusign Envelope ID: BABA8F04-904D-4DC2-8538-B00A420A4AB0 Professional Services Rev. Oct 16,2024 Page 15 of 22 in meetings as needed. 4. Prepare staff reports and presentations for public meetings related to the CDBG Program. 5. Attend all CDBG public meetings and provide presentations and respond to program questions at those public meetings. 6. Prepare all CDBG related ad language and submit to the newspaper; City will cover cost of advertising. 7. Assign one primary point-of-contact to work with City staff. 8. Respond to or acknowledge written and verbal inquiries from City staff or members of the public within 24 hours. This includes responses to regulatory, program compliance, and financial questions from City staff and subrecipients. 9. Provide regular updates to the CDBG web page in coordination with City staff. 10. Maintain a shared document for an on-going task list for program management that includes weekly status updates. 11. Meet with City staff for a weekly status check-in as needed. 12. Proactively provide streamlining and process improvement suggestions for administering the CDBG program. 13. Provide detailed monthly invoices noting which staff members are charging time and the associated tasks and respective hours. Note: The parties acknowledge that the following tasks are not included in the regular Scope of Work and shall not be performed as part of the administrative services under this Agreement: • Public improvement or other construction projects not included in the Annual Action Plans that require labor standards compliance and monitoring. • Substantial amendments beyond the single substantial amendment identified in Task 1 - Reporting. • Environmental review services for projects requiring an Environmental Assessment level of review, or categorical exclusions requiring detailed technical studies (i.e., historic preservation evaluations, floodplain reports, etc.) or reviews for activities not included in the Annual Action Plans. Docusign Envelope ID: BABA8F04-904D-4DC2-8538-B00A420A4AB0 Professional Services Rev. Oct 16,2024 Page 16 of 22 EXHIBIT B SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the Project Managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. TASKS SCHEDULE CONSULTANT and CITY’s Project Manager CONSULTANT and CITY’s Project Manager CONSULTANT and CITY’s Project Manager CONSULTANT and CITY’s Project Manager CONSULTANT and CITY’s Project Manager General Annual Calendar/Activity: Month Activity July Subrecipient management – Review/assist with other HUD-funded programs as August and uploaded to IDIS – Subrecipient management – Draft CAPER – Review/assist September Staff assistance with CDBG Program compliance – Subrecipient management – Final CAPER – Review/assist with other HUD-funded programs as needed October Program compliance – CDBG program guidelines – Review/assist with other November Staff assistance with CDBG Program compliance – CDBG program guidelines – Review/assist with other HUD-funded programs as needed December Review of construction projects for HUD compliance – Review/assist with other Docusign Envelope ID: BABA8F04-904D-4DC2-8538-B00A420A4AB0 Professional Services Rev. Oct 16,2024 Page 17 of 22 Month Activity January assistance with CDBG Program compliance – CDBG program guidelines – of construction projects for HUD compliance – Review/assist with other HUD- February compliance – Review of construction projects for HUD compliance – March April preparation – Staff assistance with CDBG Program compliance – Review/assist May June Docusign Envelope ID: BABA8F04-904D-4DC2-8538-B00A420A4AB0 Professional Services Rev. Oct 16,2024 Page 18 of 22 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 113,800.00 / Year 2,200.00 / Year Total for Services and Reimbursable Expenses $116,000.00 / Year Maximum Compensation per Year $116,000.00 / Year Total Maximum Compensation (4 Years) $464,000.00 REIMBURSABLE EXPENSES CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative support time/overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in-house printing, insurance and other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder. Docusign Envelope ID: BABA8F04-904D-4DC2-8538-B00A420A4AB0 Professional Services Rev. Oct 16,2024 Page 19 of 22 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: mileage and others administrative expenses up to the not-to-exceed amount of: $8,800.00 ($2,200/year). 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. Docusign Envelope ID: BABA8F04-904D-4DC2-8538-B00A420A4AB0 Professional Services Rev. Oct 16,2024 Page 20 of 22 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 compensation amount as specified in Section 4 of the Agreement. CONSULTANT’s schedule of rates is as follows: Position / Role Hourly Rate Docusign Envelope ID: BABA8F04-904D-4DC2-8538-B00A420A4AB0 Professional Services Rev. Oct 16,2024 Page 21 of 22 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 COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONSULTANT’S AGREEMENT TO INDEMNIFY CITY. II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING EMAIL: PURCHASINGSUPPORT@CITYOFPALOALTO.ORG III. ENDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONAL INSUREDS: A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. Docusign Envelope ID: BABA8F04-904D-4DC2-8538-B00A420A4AB0 Professional Services Rev. Oct 16,2024 Page 22 of 22 B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED WITH THE CITY OF PALO ALTO SENT TO THE FOLLOWING EMAIL: PURCHASINGSUPPORT@CITYOFPALOALTO.ORG Docusign Envelope ID: BABA8F04-904D-4DC2-8538-B00A420A4AB0