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2016-06-20 City Council Agenda Packet
City Council 1 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. June 20, 2016 Special Meeting Council Chambers 5:00 PM Agenda posted according to PAMC Section 2.04.070. Supporting materials are available in the Council Chambers on the Thursday 10 days preceding the meeting. PUBLIC COMMENT Members of the public may speak to agendized items; up to three minutes per speaker, to be determined by the presiding officer. If you wish to address the Council on any issue that is on this agenda, please complete a speaker request card located on the table at the entrance to the Council Chambers, and deliver it to the City Clerk prior to discussion of the item. You are not required to give your name on the speaker card in order to speak to the Council, but it is very helpful. TIME ESTIMATES Time estimates are provided as part of the Council's effort to manage its time at Council meetings. Listed times are estimates only and are subject to change at any time, including while the meeting is in progress. The Council reserves the right to use more or less time on any item, to change the order of items and/or to continue items to another meeting. Particular items may be heard before or after the time estimated on the agenda. This may occur in order to best manage the time at a meeting or to adapt to the participation of the public. To ensure participation in a particular item, we suggest arriving at the beginning of the meeting and remaining until the item is called. HEARINGS REQUIRED BY LAW Applicants and/or appellants may have up to ten minutes at the outset of the public discussion to make their remarks and up to three minutes for concluding remarks after other members of the public have spoken. Call to Order Closed Session 5:00-6:00 PM Public Comments: Members of the public may speak to the Closed Session item(s); three minutes per speaker. 1.CONFERENCE WITH REAL PROPERTY NEGOTIATORS Authority: Govt. Code Section 54956.8 Property: 4230-4270 Terman Drive, Palo Alto, CA 94306 Assessor’s Parcel Numbers 167-05-029 and 167-04-008Agency Negotiators: James Keene, Lalo Perez, Hamid Ghaemmaghami Negotiating Parties: Terman Associates, LP and City of Palo Alto Under Negotiation: Potential Sale of City Purchase Option – Including Price and Terms of Payment Agenda Changes, Additions and Deletions City Manager Comments 6:00-6:10 PM Oral Communications 6:10-6:25 PM Members of the public may speak to any item NOT on the agenda. Council reserves the right to limit the duration of Oral Communications period to 30 minutes. 2 June 20, 2016 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. Minutes Approval 6:25-6:30 PM 2.Approval of Action Minutes for the June 6, 2016 Council Meeting Consent Calendar 6:30-6:35 PM Items will be voted on in one motion unless removed from the calendar by three Council Members. 3.Approval of the Renewal of a Public-Private Partnership Agreement Between the City of Palo Alto and TheatreWorks, Palo Alto Players and West Bay Opera for the use of the Lucie Stern Community Theatre 4.Approval of a Contract With Con-Quest Contractors, Inc., in theAmount of $3,293,734 for Channing Avenue/Lincoln Avenue Storm Drain Improvements - Phase III, Capital Improvement Program Project SD-11101, and Approval of a Budget Amendment in the Storm Drainage Fund 5.Adoption of a Resolution Approving a Professional Services Agreement Between the Northern California Power Agency and the Cities of Palo Alto and Santa Clara for Electric Transmission, Generation and Regulatory Consulting Services for a One-Year Term 6.Approval of a Program Agreement With Motivate, LLC for the Continuation of Bike Share Operations and Maintenance of Existing Bay Area Bike Share (BABS) Equipment From June 30, 2016 to November 30, 2016 While a Replacement Bike Share System is Planned and Deployed 7.Review and Approval of Concept Plans for Quarry Road and Transit Center Bicycle and Pedestrian Improvements Consistent With the Stanford University Medical Center Development Agreement 8.Approval of a Professional Services Contract With CAD Masters, Inc. for the Ongoing Support, Maintenance, Development, and Enhancement of the Geospatial Design and Asset Management System for the Utilities Department in an Amount of $500,000 per Year for a Total Amount Not-To-Exceed $2,500,000 for up to Five Years 9.Approval of a Contract With Graham Contractors, Inc., in the Amount of $1,340,469 for the FY 2017 Street Maintenance Program Preventive Street Maintenance Project, Capital Improvements Program Project PE- 86070 10. 411-437 Lytton Avenue [14PLN-00489]: Appeal of the Planning andCommunity Environment Director's Architectural Review Approval for the Construction of a new Three Story Mixed-use, Office and 3 June 20, 2016 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. Residential Building (two units) and a 1,417 SF Addition to an Existing Historic Category 2 Residence on two Lots to be Merged. A two Level Underground Parking Garage is Proposed to be Constructed Under the new Mixed use Building Adjacent to the Existing Residential Building. Environmental Assessment: A Mitigated Negative Declaration has Been Prepared. Zoning District: Community Commercial Downtown District and Pedestrian Shopping Combining District CD-C(P) 11.Approval of Acceptance of State Funding in the Amount of $424,000 for the Replacement of the City's 9-1-1 System 12.Denial of a Request for Waiver of the City's Moratorium on Conversion of Ground Floor Retail for the Property at 100 Addison Avenue 13.Adoption of a Resolution Calling a General Municipal Election for Tuesday, November 8, 2016 14.Approval of a Contract for On-Call Traffic Signal Equipment Installation Services for Three Years in the Amount of $375,000 With Bear Electric Solutions, Inc 15.Approval of a Cooperation and Support Agreement With Friends of the Magical Bridge Playground and Authorization to Remit $38,302 in Remaining Funds to the Friends for Playground Services and Activities 16.Renewal of “Smart Cities” Partnership With Yangpu District, Shanghai, China Action Items Include: Reports of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Reports of Officials, Unfinished Business and Council Matters. 6:35-6:50 PM 17.PUBLIC HEARING: Adoption of a Resolution Confirming the Weed Abatement Report and Ordering Cost of Abatement to be a Special Assessment on the Respective Properties Described Therein 6:50-8:30 PM 18.Midtown Connector Feasibility Study and Direction Regarding Potential Bicycle and/or Pedestrian Paths Along Matadero Creek or Parallel Routes 8:30-9:30 PM 19.PUBLIC HEARING: 567 Maybell Avenue [15PLN-00270]: Approval of Mitigated Negative Declaration and Tentative Tract Map With Lot Size Exceptions to Subdivide Four Parcels Totaling 2.47 Acres Into 16 Single-Family Lots, Ranging from 5,000 SF to 6,186 SF, and one Parcel for a Private Street. Environmental Assessment: Mitigated Negative Declaration. Zoning Districts: R-2 and RM-15 4 June 20, 2016 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. 9:30-10:45 PM 20.Approval of one Contract and two Contract Amendments: (1) Construction Contract With Wadsworth Golf Construction Company in the Amount of $11,964,620 for the Palo Alto Municipal Golf CourseReconfiguration Project, CIP PG-13003; (2) Deductive Change Order Number 1 With Wadsworth Golf Construction Company in the Amount of $1,191,800, Reflecting Cost Savings; and (3) Amendment Number 2 to Contract Number C13148028 With Golf Group, Ltd. in the Amount of $125,720 for Construction Support and Environmental Mitigation Monitoring Services; Adoption of the Attached Resolution Declaring Intention to Reimburse Expenditures From the Proceeds of Tax- Exempt Obligations (e.g. Certificates of Participation) for a Not-To- Exceed Par Amount of $10.5 Million to Fund a Portion of the Cost of the Palo Alto Municipal Golf Course Reconfiguration Project; and Approval of a Budget Amendment in the General Fund Inter-Governmental Legislative Affairs Council Member Questions, Comments and Announcements Members of the public may not speak to the item(s) Adjournment AMERICANS WITH DISABILITY ACT (ADA) Persons with disabilities who require auxiliary aids or services in using City facilities, services or programs or who would like information on the City’s compliance with the Americans with Disabilities Act (ADA) of 1990, may contact (650) 329-2550 (Voice) 24 hours in advance. 5 June 20, 2016 MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE. DURING NORMAL BUSINESS HOURS. Additional Information Standing Committee Meetings Finance Committee Meeting June 21, 2016 Sp. City/School Committee Meeting June 23, 2016 Schedule of Meetings Schedule of Meetings Tentative Agenda Tentative Agenda Informational Report Informational Report Conveying Official Code Interpretations Made February 10, 2016 Through May 10, 2016 General Municipal Election on November 8, 2016 Informational Report Regarding Schedules, Fees and Length of Candidate Statements 2016 General Election Report, Tuesday, November 8, 2016 Preliminary Information Informational Report Regarding Avenidas Expansion Project Related to Lease Modification Public Letters to Council Set 1 CITY OF PALO ALTO OFFICE OF THE CITY CLERK June 20, 2016 The Honorable City Council Attention: Finance Committee Palo Alto, California Approval of Action Minutes for the June 6 2016 Council Meeting Staff is requesting Council review and approve the attached Action Minutes. ATTACHMENTS: Attachment A: 06-06-16 DRAFT Action Minutes (DOC) Department Head: Beth Minor, City Clerk Page 2 CITY OF PALO ALTO CITY COUNCIL DRAFT ACTION MINUTES Page 1 of 11 Special Meeting June 6, 2016 The City Council of the City of Palo Alto met on this date in the Council Chambers at 5:00 P.M. Present: Berman arrived at 5:05 P.M., Burt, DuBois, Filseth, Holman, Kniss, Scharff, Schmid, Wolbach arrived at 5:14 P.M. Absent: Closed Session 1. CONFERENCE WITH CITY ATTORNEY Existing Litigation - 1 Matter Authority: Government Code Section 54956.9(d)(1) Buena Vista MHP Residents Association v. City of Palo Alto, et al. Santa Clara County Superior Court, Case No. 115CV284763 Existing Litigation - 1 Matter Authority: Government Code Section 54956.9(d)(1) Toufic and Eva Jisser, and the Toufic and Eva Jisser Revocable Trust v. City of Palo Alto, et al. United States District Court for the Northern District of California – San Jose Division, Case No.5:15-CV-05295 EJD. MOTION: Council Member Kniss moved, seconded by Council Member Holman to go into Closed Session. MOTION PASSED: 7-0 Berman, Wolbach absent Council went into Closed Session at 5:02 P.M. Council returned from Closed Session at 6:14 P.M. Mayor Burt announced no reportable action. DRAFT ACTION MINUTES Page 2 of 11 City Council Meeting Draft Action Minutes: 6/6/16 Agenda Changes, Additions and Deletions Staff requests Agenda Item Number 18 (New Agenda Item Number 14a)- Authorization for the Mayor to Sign a Letter… be heard after Agenda Item Number 14- PUBLIC HEARING: to Hear Objections to the Levy of Proposed Assessments… Staff requested Agenda Item Number 15- Review of Recommendations From the Storm Drain Blue Ribbon… be continued to June 27, 2016. Minutes Approval 2. Approval of Action Minutes for the May 9 and May 16, 2016 Council Meetings. MOTION: Vice Mayor Scharff moved, seconded Council Member Berman to approve the Action Minutes for the May 9 and May 16, 2016 Council Meetings. MOTION PASSED: 9-0 Consent Calendar MOTION: Council Member Kniss moved, seconded by Council Member Holman to approve Agenda Item Numbers 3-13 including changes to Agenda Item Number 10- Approval of the First Amended Agreement With the San Francisquito… as outlined in the At Place Memorandum and Agenda Item Number 13- Approval and Authorization for the Mayor to Sign… as outlined during City Manager Comments. 3. Resolution 9590 Entitled, “Resolution of the Council of the City of Palo Alto Approving two Escrow Deposit and Deposit Agreements, Authorizing the Deposit of $6.1 Million Into Escrow Funds Related to two Series of Library and Community Center General Obligation Bonds and $2 Million for the University Avenue Parking Assessment District Bonds for the Purpose of Early Redemption of Such Bonds, and Authorizing Related Actions.” 4. Approval of Contract Number C16163554 for $206,056 With Trafficware for San Antonio Road SynchroGreen Adaptive Timing DRAFT ACTION MINUTES Page 3 of 11 City Council Meeting Draft Action Minutes: 6/6/16 System Implementation and an Associated Amendment of the Budget Appropriation for the General Fund and Capital Fund. 5. Resolution 9591 Entitled, “Resolution of the Council of the City of Palo Alto Summarily Vacating a Public Utility Easement at 3276 Kipling Avenue.” 6. Acceptance of the Palo Alto Fire Department Quarterly Performance Report for Third Quarter Fiscal Year 2016. 7. Approval of Four Contracts for On-Call Inspection and Plan Review Services in a Combined Amount Not-to-Exceed $7,700,000 Over a Three Year Term Ending June 30, 2019 With: (1) 4Leaf, Inc.; (2) Kutzmann and Associates, Inc.; (3) SAFEbuilt; and (4) Shums Coda Associates. 8. Approval of a Contract With Airport Management Consulting Group in the Amount of $183,008 for Planning and Consulting Services at Palo Alto Airport, Including Evaluation of Options in Managing the Office Spaces and Hangars, Development of Primary Management and Compliance Documents Including the Airport Rules and Regulations, Minimum Business Standards and Leasing/Rents and Fees Policies, and Related Matters; and Approval of Budget Amendments in the General Fund and Airport Fund. 9. Approval to Amend the Current Purchase Order to Include Equipment for new Ambulance Purchase. 10. Approval of the First Amended Agreement With the San Francisquito Creek Joint Powers Authority and its Member Agencies for Funding of Construction of the San Francisquito Creek Flood Reduction, Ecosystem Restoration, and Recreation Project, San Francisco Bay to Highway 101. 11. Ordinance 5384 Entitled, “Ordinance of the Council of the City of Palo Alto Repealing Ordinance Number 4936, the Council's Prior Authorization for Natural Gas Purchases (FIRST READING: May 16, 2016 PASSED: 9-0).” 12. Ordinance 5385 Entitled, “Ordinance of the Council of the City of Palo Alto Amending Municipal Code Sections 12.32.010 (Water Use DRAFT ACTION MINUTES Page 4 of 11 City Council Meeting Draft Action Minutes: 6/6/16 Restrictions) and 12.32.020 (Enforcement) (FIRST READING: May 16, 2016 PASSED: 9-0).” 13. Approval and Authorization for the Mayor to Sign a Letter Responding to the California High Speed Rail Authority's Notice of Intent/Notice of Preparation. MOTION PASSED: 9-0 Action Items 14. PUBLIC HEARING: to Hear Objections to the Levy of Proposed Assessments on the Palo Alto Downtown Business Improvement District and Adoption of a Resolution Confirming the Report of the Advisory Board and Levying Assessment for Fiscal Year 2017 on the Downtown Palo Alto Business Improvement District. Public Hearing opened at 7:04 P.M. Public Hearing continued to the June 27, 2016 Council meeting. MOTION: Mayor Burt moved, seconded by Vice Mayor Scharf to direct Staff to: A. Review mechanisms for modifying the fee structure to require larger companies to pay a larger portion of the District costs; and B. Review mechanisms for modifying the contract with the Downtown Business Association so that activities are not construed to include lobbying. INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, “investigate other structures for the Business Improvement District (BID) that may provide a more efficient use of the funds that minimizes staff and administrative overhead and focuses more on direct services.” (new Part C) INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, “evaluate the boundaries of the BID to align with other Downtown boundaries.” (new Part D) DRAFT ACTION MINUTES Page 5 of 11 City Council Meeting Draft Action Minutes: 6/6/16 MOTION RESTATED: Mayor Burt moved, seconded by Vice Mayor Scharf to direct Staff to: A. Review mechanisms for modifying the Fee Structure to require larger companies to pay a larger portion of the district costs; and B. Review mechanisms for modifying the contract with the Downtown Business and Professional Association so that activities are not construed to include lobbying; and C. Investigating other structures for the Business Improvement District (BID) that may provide a more efficient use of the funds that minimizes staff and administrative overhead and focuses more on direct services; and D. Evaluate the boundaries of the BID to align with other Downtown boundaries. MOTION AS AMENDED PASSED: 8-1 Schmid no 14a. (Former Agenda Item Number 18) Authorization for the Mayor to Sign a Letter Regarding the Governor's By Right Housing Proposal. MOTION: Vice Mayor Scharff moved, seconded by Council Member DuBois to authorize the Mayor to sign a letter regarding the Governor’s By Right Housing Proposal including the first five paragraphs of proposed language in the Staff Report and the text of the language included in the At Place Memorandum beginning with “Amendments, published as recently…” and; Direct Staff to include the following concepts in the letter: A. The City is opposed to this bill being part of the budget process as opposed to the regular legislative process; and B. The City intends to work with the League of California Cities concerning this bill; and C. The proposed amendments would be at a minimum of modifications to the bill. DRAFT ACTION MINUTES Page 6 of 11 City Council Meeting Draft Action Minutes: 6/6/16 AMENDMENT: Council Member Holman moved, seconded by Council Member XX to add to the Motion, “more thoughtful legislation should address the potential loss of housing units.” AMENDMENT FAILED DUE TO THE LACK OF A SECOND INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, “new development would provide preference for residents, if any, displaced from the former development.” (new Part D) AMENDMENT: Council Member Wolbach moved, seconded by Mayor Burt to add to the Motion, “include language so that a new project would not, as a whole exacerbate the jobs housing imbalance. AMENDMENT RESTATED: Council Member Wolbach moved, seconded by Mayor Burt to add to the Motion, “include language so that a new project would not, as a whole exacerbate the jobs housing imbalance, where such exists. (new Part E) AMENDMENT PASSED: 7-2 Berman, Scharff no INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion Part B, “our lobbyists, and legislators” after “California Cities.” MOTION RESTATED: Vice Mayor Scharff moved, seconded by Council Member DuBois to authorize the Mayor to sign a letter regarding the Governor’s By Right Housing Proposal including the first five paragraphs of proposed language in the Staff Report and the text of the language included in the At Place Memorandum beginning with “Amendments, published as recently…” and; Direct Staff to include the following concepts in the letter: A. The City is opposed to this bill being part of the budget process as opposed to the regular legislative process; and B. The City intends to work with the League of California Cities, our lobbyists, and legislators concerning this bill; and DRAFT ACTION MINUTES Page 7 of 11 City Council Meeting Draft Action Minutes: 6/6/16 C. The proposed amendments would be at a minimum of modifications to the bill; and D. New development would provide preference for residents, if any, displaced from the former development; and E. Include language so that a new project would not, as a whole exacerbate the jobs housing imbalance, where such exists. MOTION AS AMENDED PASSED: 9-0 Council took a break from 8:33 P.M. to 8:39 P.M. 15. Review of Recommendations From the Storm Drain Blue Ribbon Committee Regarding Future Storm Water Management Funding and Request for Council Direction on Whether to Proceed With a Proposition 218 Hearing and Property Owner Ballot-by-Mail to Approve Future Storm Water Management Rates. 16. PUBLIC HEARING: Request for City Council and Public Comments on the Draft Environmental Impact Report (DEIR) and Fiscal Study Prepared for the Comprehensive Plan Update. The Draft Environmental Impact Report was Published on February 5, 2016 for a Public Comment Period That Will end on June 8, 2016. Public Hearing opened at 8:56 P.M. Public Hearing closed at 9:18 P.M. MOTION: Council Member Holman moved, seconded by Vice Mayor Scharff to reopen the public comment period for the Comprehensive Plan Draft Environmental Impact Report (DEIR) to run concurrently with the public comment period for Scenarios 5 and 6. MOTION RESTATED: Council Member Holman moved, seconded by Vice Mayor Scharff to reopen the public comment period for the Comprehensive Plan Draft Environmental Impact Report (DEIR) for Scenarios 1-4, to run concurrently with the public comment period for Scenarios 5 and 6. MOTION PASSED: 8-1 Schmid no DRAFT ACTION MINUTES Page 8 of 11 City Council Meeting Draft Action Minutes: 6/6/16 MOTION: Council Member Scharff moved, seconded by Council Member Holman to continue this Agenda Item. MOTION WITHDRAWN BY THE MAKER MOTION: Council Member DuBois moved, seconded by Mayor Burt to add the following assumptions to Scenario 5 for purposes of greater contrast among scenarios: A. Conditional Use Permit (CUP) or another method to regulate employment densities; and B. County Expressway Plan 2040 implementation; and C. Community Commercial (2) subdistrict (CC2) Floor Area Ratio (FAR) reductions near California Avenue. SUBSTITUTE MOTION: Council Member Holman moved, seconded by Vice Mayor Scharff to continue this Agenda Item to the soonest possible date. CALL THE QUESTION: Vice Mayor Scharff moved, seconded by Mayor Burt to call the question. CALL THE QUESTION PASSED: 8-1 Schmid no SUSTITUTE MOTION PASSED: 9-0 17. PUBLIC HEARING: Adoption of a Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program, and Approval of a Site and Design Application to Demolish the Existing Approximately 18,000 Square Foot Building and Construct a new Approximately 62,000 Square Foot Building for an Automobile Dealership Located at 1700 Embarcadero Road. The Application Includes Design Enhancement Exception Request to Allow Deviation from the 10 Foot Build-to-Line From Embarcadero Road and Bayshore Road. There is Also a Request to Apply the Automobile Dealership (AD) Zoning Overlay. Environmental Assessment: An Initial Study and Mitigated Negative Declaration was Circulated. Zoning District: CS (D) Service Commercial and Site Design Review Combining District. The Planning and Transportation Commission Recommended Approval. DRAFT ACTION MINUTES Page 9 of 11 City Council Meeting Draft Action Minutes: 6/6/16 Public Hearing opened at 11:25 P.M. Public Hearing closed at 11:42 P.M. MOTION: Council Member DuBois moved, seconded by Vice Mayor Scharff to: A. Adopt a Mitigated Negative Declaration and Mitigation Monitoring and Reporting Program; and B. Adopt an Ordinance adding the Automobile Dealership (AD) combining district to the subject property; and C. Approve an application for a Site and Design and Architectural Review for the construction of a new automobile dealership; and D. Approve an application for a Design Enhancement Exception for deviation from the ‘build-to’ setback along Embarcadero and Bayshore Roads; and E. Require the building be bird safe. AMENDMENT: Council Member Wolbach moved, seconded by Council Member Berman to replace Part E of the Motion with, “require that the building be bird safe in structure and that the Applicant work with Staff and the Audubon Society on lighting impacts on wildlife.” INCOPORATED INTO THE AMENDMENT WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Amendment, “as practical.” AMENDMENT RESTATED: Council Member Wolbach moved, seconded by Council Member Berman to replace Part E of the Motion with, “require that the building be bird safe in structure and that the Applicant work with Staff and the Audubon Society on lighting impacts on wildlife as practical.” AMENDMENT PASSED: 9-0 MOTION AS AMENDED FAILED: 3-5-1 Berman, DuBois, Scharff yes, Wolbach abstaining DRAFT ACTION MINUTES Page 10 of 11 City Council Meeting Draft Action Minutes: 6/6/16 MOTION: Mayor Burt moved, seconded by Council Member Holman to refer this project to the Architectural Review Board (ARB) with guidance to: A. More carefully calculate the permissible Floor Area Ratio (FAR); and B. Adjust the building’s height and mass to be more consistent with Compatibility Findings. INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, “incorporate bird safe design.” (New Part C) INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, “consider the Baylands Master Plant List in the landscape design.” (New Part D) INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, “include the Baylands General Design Principals in the project design and Record Of Land Use Action (ROLUA).” (New Part E) INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, “include consideration of a Transportation Demand Management (TDM) program.” (New Part F) INCPORORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion, “include cost implications including fair share costs to Applicant of intersection improvements.” (New Part G) INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE MAKER AND SECONDER to add to the Motion Part C, “and lighting.” MOTION RESTATED: Mayor Burt moved, seconded by Council Member Holman to refer this project to the Architectural Review Board (ARB) with guidance to: A. More carefully calculate the permissible Floor Area Ratio (FAR); and B. Adjust the building’s height and mass to be more consistent with Compatibility Findings; and DRAFT ACTION MINUTES Page 11 of 11 City Council Meeting Draft Action Minutes: 6/6/16 C. Incorporate bird safe design and lighting; and D. Consider the Baylands Master Plant List in the landscape design; and E. Include the Baylands General Design Principals in the project design and Record Of Land Use Action (ROLUA); and F. Include consideration of a Transportation Demand Management (TDM) program; and G. Include cost implications including fair share costs to Applicant of intersection improvements. MOTION AS AMENDED PASSED: 8-1 Scharff no Inter-Governmental Legislative Affairs 18. Authorization for the Mayor to Sign a Letter Regarding the Governor's By Right Housing Proposal. Council Member Questions, Comments and Announcements Council Member Holman commented that Council Members make an effort, but are not always able to provide questions to Staff in advance of Council meetings. Mayor Burt reported his participation on a panel at the Silicon Valley Energy Summit this past Friday. He noted that Palo Alto’s sustainability and climate action efforts are viewed as models for other cities. He reported his attendance at the Mobility Hackathon at SAP. The City’s Chief Information Officer, Jonathon Reichental led the event. Council Member Wolbach reported his attendance at the Hackathon. Council Member Kniss reported her attendance at the League of California Cities’ Tax and Revenue meeting last Thursday. Adjournment: The meeting was adjourned at 12:35 A.M. City of Palo Alto (ID # 6847) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/20/2016 City of Palo Alto Page 1 Summary Title: Approval of Community Theatre Partnership Agreements Title: Approval of the Renewal of a Public-Private Partnership Agreement Between the City of Palo Alto and TheatreWorks, Palo Alto Players and West Bay Opera for the use of the Lucie Stern Community Theatre From: City Manager Lead Department: Community Services Recommendation Staff recommends that Council approve the renewal of the public-private partnership agreements between the City of Palo Alto and TheatreWorks, Palo Alto Players, and West Bay Opera for cooperative use of the Lucie Stern Community Theatre (Attachments B, C, D) for the period July 1, 2016 – June 30, 2017. Background The Lucie Stern Community Theatre is used by three local companies: TheatreWorks, Palo Alto Players, and West Bay Opera, which produce approximately 15 productions annually. These partnerships provide the companies with an artistic home, an essential component of their ongoing existence, offering stability through the up and downs of the economy during times when cutbacks in government, foundation and corporate funding for the arts are the national norm. In return, the companies collectively provide culturally enriching theatrical experiences for more than 45,000 audience members annually. TheatreWorks was founded by San Francisco Bay Area native Robert Kelley in 1970 as a theatre arts workshop for teenage and college students. Chartered by the City to produce work that would reflect the concerns of the community during an unsettled period in American life, the company produced thirteen wholly original works for the stage in its first three years. Although company actors initially performed in a variety of venues, a tradition was established of staging several shows each season at the Lucie Stern Theatre. When the Mountain View Center for the Performing Arts opened in 1991, the company began producing five main stage productions there each season, along with three productions each season at the Lucie Stern Theatre in Palo Alto. City of Palo Alto Page 2 Palo Alto Players became the Peninsula’s first theatre company in 1931 when a group of 100 like-minded citizens gathered together to create a theatre dedicated to its community. Initially, productions were held at a makeshift performance space in the Palo Alto Community House adjacent to the train station (now MacArthur Park Restaurant). Soon after, Lucie Stern invited the Players to be the resident theatre company at the Community Theatre. In 1974, the Community Players dissolved their ties with the Parks and Recreation Department, becoming an independent company. Since that time, the City of Palo Alto has continued to support the Palo Alto Players with performance, rehearsal and shop space. West Bay Opera was founded by Henry Holt in 1955. Originally called the Little Opera Guild, the company began presenting fully staged operatic performances. Under the leadership of Mr. Holt, who was succeeded by his wife, Maria Holt, and then by the present director, José Luis Moscovich, West Bay Opera has grown steadily. In 1974, the West Bay Orchestra was established. In 1982, the company acquired space for rehearsals, offices, a costume shop and storage on Lambert Avenue in Palo Alto. Annually, West Bay Opera (WBO) presents three fully staged productions at the Lucie Stern Theatre. City of Palo Alto Page 3 Discussion Theatre Works, Palo Alto Players and West Bay Opera’s usage of the Lucie Stern Community Theatre is covered by a public-private partnership agreement. Given the long history of the partnership and the cultural benefits of providing the Palo Alto community with a diverse range of artistic events, staff recommends that the City Council approve the modification of the existing public-private partnership. The key terms of this agreement are discussed below: Term: This agreement is effective July 1, 2016 and terminates on June 30, 2017. Similar agreement extensions are intended for subsequent years. Revenue: In accordance with the Municipal Fee Schedule and in exchange for providing pro- bono facility usage, the companies shall remit to the City a surcharge in the amount of $2.00 for each ticket sold. This fee is effectively passed down to patrons and is applied to all subscription, group, individual, promotional, and other tickets sold. Complimentary tickets are excluded, and the sum of the surcharge revenue for each production is due to the City within 30 calendar days after the closing of the production. In fiscal year 2015, the City received $51,018 from TheatreWorks (25,509 tickets sold), $25,060 from Palo Alto Players (12,785 tickets sold), and $7,664 from West Bay Opera (3,832 tickets sold) from this ticket surcharge. Among other functions, the proposed agreement acts as a revenue contract which governs the application, collection, and accounting of associated revenue. Responsibilities of City: The contract outlines the responsibilities of the City, using the standard terms of public-private and “joint-venture” partnerships (Attachment A, Policy 1-25: Public Private Partnerships), including specifying notice requirements for contract termination, and affirming non-discrimination, insurance, and property guidelines. The City is also responsible for allowing and providing access to the Lucie Stern Community Theatre during designated hours, providing basic maintenance of capital equipment, monitoring production safety, and providing information regarding other scheduled facility uses (such as City-sponsored events or private rentals). Responsibilities of Company: Additionally, the agreement stipulates the responsibilities of the theatre company, including their duty to abide by City and department policies and procedures (specifically including and as related to, without limitation, conduct in community centers, injury and illness prevention, sale of alcoholic beverages, operations, building emergency procedures, zero waste, and facility use). Other responsibilities include timely remittance of fees and surcharges, requirements for sufficient building supervision/staffing, recordkeeping of ticket sales and surcharge remittance for compliance with audits, and adherence to standard practices for facility security. RESOURCE IMPACT City of Palo Alto Page 4 No additional City resources are required and it is anticipated that this partnership will lead to enhanced programs over the life of the agreement. POLICY IMPLICATIONS This partnership would be categorized as a public/private partnership under the City’s Public- Private Partnership Policy (Policy 1-25: Public/Private Partnerships). Attachments: Attachment A - Public Private Partnership Policy (PDF) Signed Scanned TheatreWorks Agreement FY17 (PDF) Signed Scanned Palo Alto Players Agreement FY17 (PDF) FY17 West Bay Opera Agreement (PDF) POLICY AND PROCEDURES 1-25/MGR REVISED: AUGUST 2007 1 PUBLIC/PRIVATE PARTNERSHIPS POLICY STATEMENT The City of Palo Alto encourages the formation of public/private partnerships for the benefits the community receives. For the purposes of this policy, “public/private” also encompasses “public/nonprofit” partnerships. Definitions Public/private partnership:A public/private partnership is an agreement between the City and a nonprofit or private organization to provide services or to assist in funding of public facilities and programs. Such partnerships may take various forms, including: Acceptance of or solicitation of service or facility proposals Facilitation of such proposals through the City's regulatory process Waiver of City General Fund fees to help reduce project costs. Contributions of City matching funds for construction of facilities to be owned and controlled or operated by the City. Provision of facilities to the private partner at no charge or at a subsidized rent. Public/private partnerships typically fall into one of three categories: co-sponsorship, alliances or joint ventures. Co-Sponsorships:This is the most common type of public/private partnership. An organization furthers the mission of the City by supporting a City activity or program in conjunction with pursuit of that organization’s own mission or program. Co-sponsorships can take the form of one-time events or annual agreements. Some examples of co-sponsorships include the Palo Alto Tennis Club use of City courts to provide a youth tennis program and American Youth Soccer Organization’s use of space in a City facility to train referees. Co- sponsorships are entered into by staff and normally have no or minimal financial impact. Alliances:This type of public/private partnership involves organizations that have been created for the sole purpose of supporting a City program or an array of City programs. The organization does not expect to receive any direct financial benefit or to alter City policy and/or operations, but undertakes to work closely and cooperatively with staff to implement City goals. Alliance organizations include the Recreation Foundation, the Art Center Foundation (Project Look or Cultural Kaleidoscope), the Friends of the Children’s Theatre (the Magic Castle), the Library Foundation and the Friends of the Palo Alto Library (financial assistance with the renovation and expansion of the Children’s Library). Alliances are approved by the Council if there are any staffing or budgetary implications to the partnership. POLICY AND PROCEDURES 1-25/MGR REVISED: AUGUST 2007 2 Joint Ventures: This type of partnership involves organizations which have programs or missions independent of the City and involve the City entering into a contractual relationship with the public or nonprofit organization with both parties contributing to the partnership for their mutual benefit. Each joint venture is uniquely negotiated by the staff and approved by the City Council. Examples of Joint Ventures include TheatreWorks, Palo Alto Players and West Bay Opera’s use of the Community Theatre and use of the former police station by older adult service provider, Avenidas. PROCEDURES Initiation of partnerships:Public/private partnerships may be initiated in one of three ways: By staff: Staff identifies an opportunity for such a partnership and undertakes an informal or formal request for proposal process to identify partners. By Council: The City Council directs staff to work with a private or nonprofit organization to develop such a partnership. By a private or nonprofit organization:An organization makes a partnership proposal to the staff or City. City Manager Review:If the partnership proposal involves more than one City department, the City Manager’s Office will appoint a team with representatives of all City departments who are stakeholders in the partnership proposal. The team will analyze the proposal and inform the City Manager of the resource implications of the proposal, including staffing and monetary commitments. This would include proposed fee waivers. If the proposal will require a re-ordering of department priorities that have already been approved by the Council in setting its annual priorities or in the budget process, Council approval will be required prior to commitment to the partnership. Council approval will also be required if the partnership requires a new or adjusted allocation of operating or capital funding. Note: Co-sponsorships usually only involve a single department and do not necessitate the formation of an interdepartmental committee, the involvement of the City Manager’s Office or the approval of the City Council. City-Initiated Partnerships:Such partnerships will be guided by existing policies and procedures governing purchasing and outsourcing, using “requests for proposals” and/or bid processes as the method of initiating a partnership. A City-initiated partnership may incorporate incentives including naming rights, waiver of non-enterprise fund building and planning fees, reduced lease rates, free use of space, subsidies, and staff resources. All incentives may be negotiated on a case-by-case basis. POLICY AND PROCEDURES 1-25/MGR REVISED: AUGUST 2007 3 Evaluation of Viability of Partnering Organization:Staff will provide the City Manager and/or City Council with its assessment of the viability of the proposed partnership, based on the partnering organization’s possession of sound organizational, administrative and fiscal management, and its demonstrated experience to achieve and sustain project tasks, such as fundraising and building community support. For proposed facility improvement or expansion initiatives, the nonprofit or private organization should have the ability and commitment to make a substantial pledge to the project’s cost. Facilities Proposals: If a City facility is to be renovated, expanded or otherwise be directly affected by the partnership, the Infrastructure Management Plan will have to be adjusted appropriately. Long-term staffing, operational and maintenance costs must be identified in the proposal.The project’s applicable costs and funding sources for furnishings, fixtures and equipment will be identified. The parties will negotiate the joint or separate financial responsibility for any project cost overruns on a project-by-project basis. Staff may recommend that any standard City processing or use fee authorized under the Municipal Fee Schedule, excluding fees and charges levied by City of Palo Alto Utilities or other City enterprise fund programs, should be waived as a condition of the City's participation. Waiver of fees may be granted by the Council and limited to those fees associated with a construction or capital improvement project which, upon its completion, results in a new or improved public facility, building or park, or some portion thereof, that will be solely owned or controlled by the City. In the event that only a portion of a construction or capital improvement project will result in a new or improved City facility, building or park, or portion thereof, then the Council may waive only that portion of any associated fee directly relating to the construction, improvement or enhancement of the City facility, building or park.As appropriate, the summary and recommendation in the report to the Council will include a staff recommendation on waiving fees which the Council can approve or reject. The City will determine whether the nonprofit or private organization shall use or may forego a formal or informal competitive selection process in the hiring of professionals who will perform the management, design and/or construction phases of the project. The City shall review and approve the requirements for and the performance of all phases of design, planning and construction work for the project. Page 1 AGREEMENT FOR PERFORMING ARTS SERVICES THIS AGREEMENT FOR PERFORMING ARTS SERVICES (“Agreement”) is made and entered into as of the 1st day of July, 2016 by and between THE CITY OF PALO ALTO, a California chartered municipal corporation (“City”) and (Organization Name), a California nonprofit public benefit corporation, located at (Address) (telephone: ) (“Contractor”) (individually, a “Party” and, collectively, the “Parties”). 1. SERVICES: During the Term of this Agreement, as defined in Section 5 below, Contractor shall present that portion of Contractor’s 2016 - 2017 theatrical performances (the “Services”) that are produced at City’s Lucie Stern Community Center. 2. FACILITY: For purposes of this Agreement, the defined term “Facility” is deemed to mean those portions of the Lucie Stern Community Center comprising the theatre, lobby, green room, dressing rooms, scene shop, paint shop, light and sound booth, flat storage, rehearsal hall and costume shop. 3. FEE: Pursuant to the Municipal Fee Schedule (Exhibit G), the services to be performed under this Agreement constitute a “Class I” use of the Facility. 4. EXHIBITS: The Exhibits listed below, Appendices A through E and Attachments 1 through 4 are attached hereto and are incorporated herein by this reference. The Parties acknowledge that this Agreement shall have no force or effect unless all such Exhibits, Appendices and Attachments are attached hereto. Exhibit A: Responsibilities of Contractor Exhibit B: Responsibilities of City Exhibit C: General Conditions Exhibit D: Hearing-Impaired Device Addendum Exhibit E: Insurance Requirements Exhibit F: Municipal Fee Schedule Exhibit G: Contractor Injury and Prevention Policy 5. TERM: The services under this Agreement shall commence as of July 1, 2016 and shall terminate on June 30, 2017 (the “Term”). 6. COMPENSATION: During the Term, Contractor shall pay City: (a) Two Dollars ($2.00) for each ticket sold and (b) compensation for the Facilities Attendant present at each performance, at prevailing rates as set forth in the Municipal Fee Schedule, a copy of which is attached hereto as Exhibit G. Contractor shall send payment in accordance with Exhibit C to City, Attn: Project Manager. Page 2 7. HOLD HARMLESS: Contractor shall indemnify, defend and hold harmless City, its Council Members, officers, employees and agents from and against any and all demands, claims or liability of any nature, including wrongful death, caused by or arising from the acts, errors, omissions, willful misconduct, or gross negligence during the Term by Contractor, its officers, directors, employees, subcontractors or agents, except to the extent such demands, claims or liability of any nature arise from the acts, errors, omissions, willful misconduct, or gross negligence of City, its Council Members, officers, employees, contractors or agents. 8. ENTIRE AGREEMENT: This Agreement and the terms and conditions set forth in the attached Exhibits, Appendices and Attachments represent the entire agreement between the Parties with respect to the Services. All prior agreements, representations, statements, negotiations and undertakings whether oral or written are superseded hereby. 9. QUIET ENJOYMENT: Contractor, upon payment of the consideration required hereunder and Contractor’s performance of all obligations of Contractor hereunder and Contractor’s observance of City’s policies referenced herein, shall and may peacefully and quietly have, hold and enjoy the Premises during the Term. IN WITNESS WHEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT THE DAY, MONTH, AND YEAR FIRST WRITTEN ABOVE THE City OF PALO ALTO, a municipality chartered under the laws of the State of California __________________________________ (Organization Name) a California non-profit public benefit corporation By: __________________________________ By: __________________________________ Judge Luckey __________________________________ (Print Full Name) Its: PROJECT MANAGER AND REPRESENTATIVE FOR City __________________________________ (Print Full Title) I.R.S. Number: __________________________________ Address: __________________________________ __________________________________ Telephone: __________________________________ Page 3 City OF PALO ALTO APPROVALS: (ROUTE FOR SIGNATURES ACCORDING TO NUMBERS IN APPROVAL BOXES BELOW) City DEPARTMENT Funds Have Been Budgeted (1) PURCHASING & CONTRACT ADMINISTRATION INSURANCE REVIEW (2) APPROVAL OVER $25,000 (3) PURCHASING MANAGER APPROVAL OVER $25,000 APPROVAL OVER $85,000 City OF PALO ALTO BY:_____________________________________ City ATTORNEY ATTEST: BY:________________________ _______________________ MAYOR City CLERK Page 4 EXHIBIT A RESPONSIBILITIES OF CONTRACTOR During the Term, Contractor shall: Abide by the policies/procedures established by City and City’s Arts and Sciences Division and the Department of Community Services for the use of City facilities, equipment, costumes, props, furniture, scenery and other production elements. These shall include, but are not limited to, (1) Building Safety Responsibility (Appendix A), Conduct in City Facilities (Appendix B), City of Palo Alto Safety Policy (Appendix C), Zero Waste Plan (Appendix D), and City Report of Accident/Property Damage (Appendix E). . Follow safety procedures for the use of power and hand tools, mechanical lifts, etc. including the use of safety goggles, ear protection, face shields, safety cables, outriggers, and all other safety provisions, as described in Contractor’s Injury and Prevention Policy (Exhibit G). (2) Reserved (3) Reserved (4) Bear sole responsibility for the control and supervision of all production activities and personnel connected therewith, and notify all personnel of their obligations and responsibilities pertaining to their respective responsibilities, having primary responsibility for building security when Contractor is occupying City facilities. (5) Provide Project Manager or his/her designee with a list of all pyrotechnic effects (including the use of open flames), all hydro technical effects, all use of fog or haze, all loud noises (e.g., gunshots), and all use of strobe lights at least twenty-one (21) days prior to first use on stage. No flames shall be permitted on stage without the required fire permits from City. Smoking by any of the actors on stage as an integral part of the Production is deemed a pyrotechnic effect. Safety precautions approved by a City Fire Inspector and Project Manager or his/her designee will be taken when smoking is occurring on stage, and the audience shall be notified beforehand that smoking, loud noises (e.g., gunshots) or use of strobe lights will occur on the stage. All Fire Department fees for “Open Flame Permits” and “Candles and Open Flames in Assembly Areas Permits” shall be the responsibility of Contractor. (6) Provide Project Manager with the rehearsal schedule, performance schedule, and shops schedule. Space reservations for the Facility are specified in Attachment 1. No performance shall begin earlier than 9:00 a.m. nor end later than midnight. In no event shall Contractor conduct rehearsals or other activities, or otherwise occupy City facilities from 12 midnight to 8:00 a.m. unless prior written permission is obtained from Project Manager or a designated employee of City is on site. Contractor shall observe all facility security rules and regulations as established by City (Appendix A, Appendix B and Page 5 Appendix C). (7) Designate as Project Director for the length of this Agreement an employee or sub- contractor to manage or supervise all areas, Contractor personnel and Contractor property in this Agreement, including production, technical, house personnel and any and all support groups and to be Contractor’s liaison with Project Manager or his/her designee in all matters relating to the City in any way. (8) Reserved. (9) Reserved. (10) Contractor shall provide City with a copy of their Injury and Illness Prevention Policies (Exhibit L), which shall ensure that Contractor: shall exercise safe practices in the use of City facilities and equipment, maintain and clear work areas, and, within twenty-four (24) hours, report, on a form provided by City (Appendix E), information regarding accidents. Immediately report to Project Manager or his/her designee on a form provided by City any breakage, malfunction, deterioration or loss of any of the City’s resources (including musical instruments, tools, lights, sound equipment, props, curtains, etc.).. Contractor shall immediately discontinue any activity in which an unsafe or dangerous condition exists. Contractor shall train and supervise Contractor’s staff and volunteers on safe theatre practices and adhere to City’s safety procedures and guidelines. . Contractor shall be solely responsible for the control and supervision of such participants. All such personnel shall be deemed the sole agents and employees of Contractor and shall be notified by Contractor of this circumstance. If, in the opinion of any City or Contractor employee, Contractor is conducting an activity in an unsafe manner, Contractor or its agents shall be informed and shall immediately discontinue such activity until such activity is able to be conducted in a safe manner approved by City staff. (11) Bear responsibility for providing appropriate auxiliary aids, interpretive services and accommodations where they are necessary to achieve an equal opportunity for patrons to participate in and enjoy the benefits of public performances produced under the Agreement, in conformance with the Americans with Disabilities Act (ADA) of 1990 guidelines and requirements. Printed programs shall include the following statement required by the Americans with Disabilities Act: "Persons with disabilities who require information on auxiliary aids or services in using City facilities, services, or programs or who would like information on the City's compliance with the Americans with Disabilities Act (ADA) of 1990, may contact: ADA Coordinator, City of Palo Alto, 650- 463-4952 (Voice) or ada@Cityofpaloalto.org (Internet). (12) Maintain its existence as an independent, non-profit corporation under the laws of the State of California. (13) Submit all signs or displays to be located on or in the Facility to Project Manager or his/her designee for approval at the first production meeting. All displays may be put up at load-in and must be removed during strike. Inside the Facility, no display materials may be placed upon stucco walls. Lobby displays may be placed only on the lobby Page 6 display boards, and all fasteners must be removed at the time display is taken down. Nothing may be posted on the exterior walls or doors of the Facility or in the Stern courtyard, except for items in the display case and an approved production name sign hung from the theatre balcony. Marquee signs must be constructed of light weight material, and shall be secured in such a way that the sign is unlikely to become dislodged by normal vibration or seismic activity. Signs shall be of a standard size no larger than ten feet in length and eight feet in height. All marquee signage must be attached to the theatre balcony with rigging so that the sign may be easily removed for limited periods during photography shoots, special events, or building maintenance. (14) Clean and clear the auditorium, stage, paint shop, scene shop, flat dock, and costume shop, green room, dressing rooms, rehearsal hall, hallways and outdoor areas adjacent to theatre and shop. Disassemble and store, to Project Manager’s or his/her designee’s reasonable satisfaction, scenery, properties, and other production elements, within six hours after the final performance or on such other time schedule mutually agreed upon between Contractor and Project Manager or his/her designee and the incoming authorized user of the facilities, if any. The stage shall always be returned to its basic set-up as established by Project Manager or his/her designee unless there is a mutual agreement with the incoming group that has been approved by Project Manager or his/her designee. All items on the STRIKE CHECKLIST are to be performed unless there is a mutual agreement with the incoming group that has been approved by the Project Manager or his/her designee. The Project Manager or his/her designee will sign a copy of the STRIKE CHECKLIST form at the completion of the strike to signify acceptance of clean and neat facilities. (15) Leave storage, paint, scene, and costume spaces clean and clear of Contractor’s materials other than those materials necessary for the ongoing maintenance and repair of the sets and costumes by the Monday following opening performance. (16) Leave all spaces clear, clean and orderly at the end of each use. Rehearsal Hall is to be cleared of all materials, except major set pieces and any rehearsal props, after each daily use. Rehearsal Hall is to be completely cleared within twenty-four (24) hours of final use. Kitchen, restrooms and dressing rooms are to be cleaned and cleared after each daily use. Trash, recycling and compostable materials are to be removed from all areas daily. Recyclables and compostable materials are to be placed in the recycling and composting carts near the trash dumpster and garbage and trash are to be placed into the dumpster. Contractor is required to reduce waste, reuse and recycle per the City’s Zero Waste Plan (Appendix D). Office space and hallways are to be kept continually clear, clean and orderly and neither space shall be used for the purpose of set, prop, or costume storage. Materials may not be left or stored any place out-of-doors overnight or when unattended by Contractor’s personnel. (17) Enforce current regulations as established by City with regard to smoking, food and drink in City facilities. Contractor shall provide ushers at all previews and performances to enforce such regulations. Smoking is not permitted inside any City facility. No person shall bring any animal into the theatre. This regulation shall not apply to service animals assisting individuals with disabilities or to animals in training to become service animals. Page 7 Use of animals on the stage is subject to approval by Project Manager or his/her designee. Food and drink are not permitted in the auditorium, light/sound booth or on stage, unless used as part of a production scene. Food and drink shall be permitted only in approved areas such as the green room and lobby. Contractor shall clean up all food and drink containers daily after use. (18) Be responsible for cleaning the Lucie Stern hallway restrooms for weekend performances. (19) Comply with City TB test requirement for employees and volunteers of Contractor at any time the City Risk Manager deems it necessary. (20) Comply with City sound ordinance levels for any outdoor activities, including load-in, strike, dismantling, or disposal. Shop doors facing Hopkins and Harriet Streets shall be closed between 8:00 p.m. and 8:00 a.m. (21) Pay any additional Attendant according to prevailing rates as set forth in the Municipal Fee Schedule attached as Exhibit G, pursuant to the following (a) For a period of one (1) hour prior to until at least one half (1/2) hour after the completion of each Performance listed in Contractor Production and Exclusive Use Schedule, 2016 - 2017 (Attachment 1). (b) For any Performance not included in Attachment 1, Contractor may add additional performances of the Productions listed in Attachment 1 upon thirty (30) days’ advance notice to City. (c) When using other City facilities at the same time as a Performance listed in ATTACHMENT 1. (22) Provide house manager and ushers for every Performance or event whenever the public is in attendance. Contractor shall only engage the services of ushers have been trained in theatre emergency, safety and use procedures usher. Contractor shall submit a list of its trained personnel to Project Manager prior to public performances for each Production. Ushers must be available to assist patrons under all circumstances and must be aware of and able to assist disabled persons. Contractor’s House Manager and ushers must also be available to assist in emergency situations throughout the entire Performance until the audience has left the theatre. Ushers must ensure that wheelchairs, walkers, etc. are not blocking any of the aisles or exits. Ushers shall return seats to the upright position and remove litter from the auditorium and restrooms at the conclusion of each performance. (23) Install and/or remove the removable auditorium seats in designated areas to accommodate wheelchair patrons and as required due to the needs of the Production. (24) Remove from the Facility, at the conclusion of each Production, costumes, properties and sets created by Contractor with Contractor-owned materials, which costumes, properties and sets will remain the property of Contractor. All office equipment, construction tools, special effects and lighting equipment purchased and owned by Contractor will remain Page 8 the private property of Contractor and City assumes no responsibility or liability for the loss or maintenance of such materials. All equipment, instruments, costumes and any other materials rented, borrowed or owned by any subcontractor, agent or person for Contractor is the responsibility of Contractor and/or its subcontractors, and City assumes no responsibility or liability for their maintenance or loss. Contractor assumes all liability and responsibility for any default on Production expenses. (25) Replace or repair or cause to be replaced or repaired by factory authorized technicians City-owned equipment, instruments or materials identified by Project Manager or his/her designee as having been lost, damaged or destroyed by Contractor or its agents. A written report must be made on a City form whenever City equipment is lost, damaged, or destroyed by Contractor. (26) Reserved. (27) Request approval to use the Facility for classes, camps or workshops by submitting written application to Project Manager or his/her designee at least sixty (60) days prior to the applicable date. No later than thirty (30) days prior to the applicable date, the Project Manager or his/her designee shall deliver to Contractor in writing his/her approval or disapproval. Failure to respond shall be deemed approval. In the event of disapproval, then he/she shall briefly explain the reasons therefore. No such activity will be advertised or promoted until it has been approved by the Project Manager or the time for review has passed, whichever occurs first. (28) Comply with all State and City laws relating to the sale and consumption of alcoholic beverages. Alcohol is permitted at the Facility if approved by Project Manager, whose approval will not be unreasonably withheld. Unless otherwise specifically permitted and pursuant to City policy, the only alcoholic beverages that may be sold or served at City facilities are wines, including champagne and sparkling wine. If alcoholic beverages are to be sold or distributed free of charge, Contractor must possess a valid On-Sale General Theatre License for the Facility. A copy of Contractor’s permit for the sale or distribution of alcoholic beverages shall be provided to Project Manager. Proof of liquor liability insurance where City is named as co-insured with liability of at least One Million Dollars ($l,000,000.00) shall be required. Permits are to be displayed as required by law. It is the responsibility of Contractor to ensure that no alcoholic beverage is served to a minor. Identification must be checked if the person appears to be under thirty (30) years of age. After each performance, Contractor shall remove all items, including cups, glasses, bottles, napkins and food from the lobby and other areas within the Facility as well as the courtyard. Contractor is required to adhere to City’s Recycling and Zero Waste Program (Appendix D). (29) Cause to have present at the Facility at all times when Contractor or any of its employees, subcontractors or volunteers is in the Facility one of Contractor’s designated and City- approved key and/or proximity card holders. Any exceptions to the foregoing requirement must be approved, in writing, by Project Manager or his/her designee. Any exceptions must be approved by Project Manager or his/her designee in writing. Page 9 (30) Prevent any modifications of a permanent or disfiguring nature of or to the Facility. Contractor may not install or attach anything in or on the Facility without having first submitted a written request to Project Manager and having received written permission from Project Manager or his/her designee. The approval of Project Manager does not relieve Contractor from any responsibility to obtain necessary City permits or Building Department approvals for the modification. Should Contractor violate the provisions of this Paragraph (30), Contractor shall be charged for all repairs necessary to restore the Facility to its original condition and for any additional costs arising from such violation. (31) Immediately report to the police any incidents of a criminal or suspicious nature occurring on City property, and notify Project Manager or his/her designee within twelve hours. If initial notification is verbal, Contractor must subsequently submit the information in writing to Project Manager or his/her designee on a form provided by City. (32) Ensure that the doors to the Scene Shop, Rehearsal Hall, and Costume Shop, as well as any other exterior access doors to any area of the Facility, are not left open, unlocked or left with the locking mechanism disabled, even if only briefly, at any time when the immediate area secured by the door is unoccupied by Contractor. Failure to do this may result in the imposition of greater restrictions imposed on Contractor for access to the Facility, including the possible forfeiture of keys/proximity cards by Contractor and/or restricted access times. (33) Complete a City Report of Accident/Property Damage report (Appendix E) for any and all accidents, injuries or property damage if a City employee is not present to fill out the report. (34) Operate and conduct business in compliance with City’s Zero Waste Plan (Appendix D) for all activities including, but not limited to, set construction and strike, food and beverage service, and office activities. The City Recycling Program department can assist with resources for achieving this goal. The goal is to send as little waste to landfill as possible through waste reduction, reuse and recycling. To achieve this goal Contractor must first reduce waste whenever possible. (35) Avoid the use for food/beverage service of disposables, including, but not limited to, Styrofoam and other plastics. Reusable food/beverage service ware should be utilized to the maximum extent possible. Where a reusable food/beverage service option is not available, Contractor shall choose items that are recyclable. For concessions, choose product packaging that is recyclable. (36) Practice reuse before, during and after Production. City shall provide a list of reuse resources to avoid the disposal of construction materials, sets and props. Contractor must recycle construction debris from set materials (e.g. wood, metal). (37) Recycle all materials included in the City’s Recycling Program including paper (all types), plastic containers #1-#7, cardboard, glass bottles and jars, and metal cans. Compostable materials will be disposed of in designated compost waste receptacles. Page 10 (38) Include on the title page of all production and event programs the following credit: “Use of this facility is made possible through support from The City of Palo Alto, Community Services Department, Division of Arts and Sciences,” and include the official City of Palo Alto logo on the title page or prominent placement within event programs; print in all publicity for the Productions, including, but not limited to, mailings, flyers, posters, brochures, and paid or public service advertising, the statement: “In cooperation with the City of Palo Alto Community Services Department, Division of Arts and Sciences.” The City of Palo Alto, Community Services Department, Division of Arts and Sciences shall also be credited in the Contractor’s list of funders as a “Civic Sponsor.” (39) Reserved. (40) Have the right to borrow available Community Theatre-owned properties, sets, costumes and scenery for productions scheduled in this Agreement. Costumes, properties and sets created by Contractor with Contractor-owned materials will remain the property of Contractor, and shall be removed from the Facility at the conclusion of the production in which the materials are used. The Project Manager or his/her designee may, on a case-by-case basis, authorize exceptions. All office equipment, construction tools, special effects and lighting equipment purchased and owned by Contractor will remain the private property of Contractor and the City assumes no responsibility or liability for the loss or maintenance of such materials. All equipment, instruments, costumes and any other materials rented, borrowed or owned by any subcontractor, agent or person for the Contractor is the responsibility of the Contractor and/or its subcontractors, and the City assumes no responsibility or liability for its maintenance or loss. (41) If minors are involved in the Production, comply with all of the State of California’s rules and regulations regarding Child Labor. (42) Reserved. (43) EXHIBIT B RESPONSIBILITIES OF CITY During the Term, City shall: (1) Allow Contractor the exclusive use of the Facility, as defined in Article 2, as scheduled in Attachment 1 for the preparation and presentation of Productions performed under this agreement provided that Contractor submits specific rehearsal schedules, performance schedules and shop use schedules. Any use of City facilities and equipment other than those listed in the Agreement and the Exhibits thereto, which facilities and/equipment are Page 11 nonetheless required to allow Contractor to perform its Services hereunder are subject to a different contract between City and Contractor. (2) Allow the use of the auditorium and the stage for performances and brush-up rehearsals within the period described in Exhibit A, Paragraph 6. (3) Allow the use of the exclusive use of the stage and the auditorium prior to the opening night of the Productions , with the exception of necessary maintenance procedures that may require access to the stage and auditorium during this period, according to the production schedule set forth in Attachment 1. Allow the use of the rehearsal hall, box office, scene shop, paint shop and costume shop according to the schedule as set forth in Attachment 1. Additional facility use may be provided as specified in item (Exhibit B (1); Exhibit A (27)) above; however, priority use of the room will always be given to actual rehearsals of productions covered by a contract with City. City reserves the right to allow other uses of space within the Facility when not in actual, scheduled use by Contractor on a non-interference basis and with at least seventy-two (72) hours’ prior notice to Contractor. (4) Allow Contractor to use all operational production equipment in City’s inventory as requested by Contractor and approved in writing by City. Contractor shall take such equipment "as is" and is responsible for ensuring that such equipment is in a safe condition prior to use and is returned in working condition at the conclusion of its use or of the Production. (5) Monitor all aspects of production with respect to safety issues (Appendix A, Appendix B and Appendix C). If Project Manager or any designee(s) deem(s) that any procedure followed by Contractor is unsafe, he or she has the authority to require the immediate suspension of such procedure. City and Contractor will work together to prevent or quickly mitigate any fire hazards or any items identified by the Fire Department during facility inspections. (6) Provide a Facilities Attendant for a period of one and one half (1 1/2) hour prior to until at least one half (1/2) hour after the complete of each Performance listed in Attachment 1. (7) Provide persons designated by Contractor and approved by Project Manager or his/her designee with keys, proximity cards (up to a maximum of six), and alarm codes for access to the Facility for the sole purpose of carrying out the requirements of the Agreement. Keys, proximity cards, and alarm codes shall not be loaned or transferred and shall be used only by the designated persons. In the event that Contractor fails to properly open or lock and secure City facilities leading to a false alarm call-out or leaves areas of the facility unlocked and unattended, a Two Hundred Dollar ($200.00) penalty shall be paid to City on each such occasion. In the event that a designated key holder loses any key or proximity card issued by City, Contractor shall be assessed a Seventy- Five Dollar ($75.00) replacement charge for each key or proximity card or pay for the cost of rekeying or reprogramming the locks of the facility if circumstances indicate it as determined in City’s reasonable judgment. Contractor will be responsible and held accountable for all personnel, properties and activities of Contractor. Page 12 (8) Have the right, with no notice, to suspend the Agreement if the Facility should be declared uninhabitable for reasons of safety by the proper authorities (e.g., if the building should be damaged in an earthquake and be declared unsafe for occupancy). If there is an outbreak of pandemic flu or other medical emergency and places of public gatherings are closed, City will not assume any financial responsibility for loss of revenue by Contractor. If the Facility is not available due to earthquake, other disaster, or safety related issues, City will not assume any financial responsibility for loss of revenue by Contractor. Page 13 EXHIBIT C GENERAL CONDITIONS (1) City. The Manager Arts-Children’s Theatre is hereby designated Project Manager for City, who shall render overall supervision of the progress and performance of this Agreement by City. All City services set forth in this Agreement shall be performed by City under the overall supervision of Project Manager or his/her designee. Contractor shall go through Project Manager or his/her designee in all matters dealing with City policies, funding, facilities, equipment and other City departments outside the Facility. (2) Contractor. Contractor shall assign a single Project Director who shall have overall responsibility for the compliance of Contractor with the Agreement. Should circumstances or conditions subsequent to the execution of this Agreement require a different Project Director, Contractor shall notify City immediately of same. The Project Director shall be responsible for all actions of Contractor. The Project Director shall also be responsible for disseminating to appropriate personnel all communication and information from City. (3) Access. Contractor shall not prevent Project Manager, facility maintenance personnel, and/or others specifically designated by Project Manager from access to the Facility; provided, however, that City shall use its best efforts not to disrupt the activities of Contractor as permitted by the Agreement. The Project Manager and others specifically designated by Project Manager shall attempt to coordinate such access if possible. Notwithstanding the foregoing, except in the case of emergency or if they are present on the premises as members of the audience or specifically invited into the backstage areas of the theatre, Project Manager, facility maintenance personnel and/or others specifically designated by the Project Manager shall not enter the auditorium or backstage areas during public performances of a production. (4) Days Defined. The term "days" shall mean calendar days. (5) Qualifications. Contractor represents that it is qualified to furnish the Services described under the Agreement. (10) Ticket Sales: (a) Contractor’s budget for the Term of the Agreement is attached hereto, marked “Attachment 2” and incorporated herein by reference as though fully set forth herein. (b) Contractor shall be responsible for sale of season tickets and single tickets, depositing of revenue and reporting of revenue and expenditures, and shall place available tickets for each Production for sale at the theatre box office one hour prior to each performance. Until one (1) hour prior to the beginning of a Performance, Contractor shall not sell (a) seat numbers C1, C2, D1, D2, D3, and D4; (b) either (i) the block of seats T2, T4, T6, T8, T10, U2, U4, U6, U8 and U10 Page 14 or (ii) the block of seats T1, T3, T5, T7, T9, U1, U3, U5, U7 and U9 for the purpose of making such seats available for the disabled; provided, however, that this Section 10(b) shall not apply to the sale of tickets for such seats to persons who identify themselves as disabled when they purchase their ticket. (c) Contractor agrees the price of admission for the season shall be as set forth in Attachment 3. (d) Contractor shall remit to City a surcharge in the amount of Two Dollars ($2.00) for each and every ticket sold either through subscription, group, individual, promotional or any other means. The foregoing surcharge is due within thirty (30) calendar days the closing date of the Production. The word “sold” as used in this Paragraph (10)(d) is to include any tickets given in exchange for monetary consideration, including donations. City may, in its discretion, add a three percent (3%) surcharge levied for payments received between 31 days and 60 days after the closing date of the Production, a four percent (4%) surcharge levied for payments received between 61 days and 90 days after the closing date of the Production, and a five percent (5%) surcharge levied for payments received in excess of 90 days of the closing date of the Production. Payment must be accompanied by the production report specified in section C(13), “PRODUCTION REPORTS AND RECORDS,” item (a) before payment will be considered to have been made. (e) Contractor shall provide City, when requested by Project Manager or his/her designee, with at least six (6) complimentary tickets for each Production on the date(s) requested. Best available seating will be provided to City if any seats are available at the time of the request. (f) Contractor may operate an intermission snack concession during each Performance under this Agreement. Contractor shall conduct such operation in a safe, clean manner and shall hold City harmless from any claim or demand or liability of any nature whatsoever which may arise out of such operation. If alcoholic beverages are to be sold or distributed free of charge, Contractor shall have on display a California State A.B.C. Permit and provide Project Manager with proof of liquor liability where City is named as co-insured with liability of at least one million dollars ($l,000,000.00) (See Exhibit A (29) above). It is the responsibility of Contractor to ensure that no alcoholic beverage is served to a minor by checking I.D.’s if the person appears to be under thirty years of age. Food and drink may not be taken into the Auditorium or the Light/Sound Booth at any time. Contractor shall remove all cups, glasses, bottles, napkins and food from the lobby, green room, and any other affected areas, including the courtyard, after each performance. Contractor is required to adhere to City’s Zero Waste Plan (Appendix D). (11) Composition of Contractor. Throughout the term of this Agreement, Contractor shall remain an independent, non-profit public benefit corporation under the laws of California and be governed by a Board of Trustees. Any changes in Contractor’s Articles of Page 15 Incorporation, By-Laws, or tax-exempt status shall be reported by Contractor immediately to Project Manager. Not more than twenty-five percent (25%) of the persons serving on the governing board of Contractor may be interested persons. "Interested persons" means any person currently being compensated by Contractor for services rendered to it, whether as a full or part-time employee, independent or otherwise, but excluding any reasonable compensation paid to a director as director. (12) Fiscal Responsibilities of Contractor. (a) Fiscal Agent. Contractor shall appoint a fiscal agent who shall be responsible for the financial and accounting activities of Contractor, including the receipt and disbursement of Contractor funds. Contractor shall provide City with the name of a fiscal agent (Attachment 4) and notify Project Manager within five (5) business days of any changes occurring during the Term. Contractor shall have sole responsibility for the safekeeping of Contractor tickets and monies. (b) System of Accounts. Contractor and its fiscal agent shall establish and maintain a system of accounts that shall be in conformance with generally accepted principles of accounting for budgeted funds. Such system of accounts shall be subject to the review and approval of City staff. (c) Financial Records. In support of its system of accounts, Contractor shall maintain complete and accurate records of all financial transactions, including, but not limited to, contracts, invoices, time cards, cash receipts, vouchers, canceled checks, and bank statements. City may inspect these records at Contractor’s office upon reasonable advance notice and during normal business hours upon request. NOTE: Contractor’s cash receipts are not to be stored on the Premises between Productions. (d) Audit of surcharge payments. Contractor shall retain for a period of at least three (3) years bar-coded electronic records of tickets sold, sales records, and a verified report of sold and unsold tickets which must be made available to City of Palo Alto Auditor upon request. (13) PRODUCTION REPORTS AND RECORDS. (a) Reports. On reasonable notice and with reasons specified, Contractor shall grant Project Manager and/or City’s Auditor access to all Contractor records relating to this Agreement, including performance records, data, statements, and reports. (b) Tax Form 199. A copy of Contractor’s most recently filed California State Tax Form 199, "California Exempt Organizations Annual Information Return" must be filed with Project Manager or his/her designee within fifteen (15) days of when it is due to the State of California and shall also be attached to this agreement prior to its final approval (Attachment 5). (14) CORRECTIVE ACTION REQUIREMENT. Notwithstanding the requirements of this Agreement, in the event City should determine from any source, including but not limited Page 16 to reports submitted by Contractor under this Agreement or any evaluation report from any source, that Contractor may not be in compliance with any provision of the Agreement, City may forward to Contractor written notice of same. Such notice shall specify with particularity the nature of the condition(s) or issue(s) that require(s) corrective action and may include a recommendation as to appropriate corrective action. Within fifteen (15) days of City’s request, Contractor shall submit its written response to the notice, which response shall set forth its view of the alleged violation and its proposed plan, if any, for corrective action. Upon request of either Party, the Parties shall meet within five (5) days thereafter to discuss the alleged violation and proposed corrective action. (15) CONTRACTS WITH OTHER AGENCIES. Contractor agrees not to enter into any contract or agreement with another person or agency that will materially interfere with or inhibit the full performance of the Services to be provided by Contractor under this Agreement. Contractor agrees to terminate as soon as legally possible any contract or agreement which will materially interfere with or inhibit the full performance of the services to be provided by Contractor to City under this Agreement. Nothing herein is intended to prohibit Contractor from applying for, and receiving, supplementary funding from other than City sources so long as any agreement required for such funding does not materially interfere with or inhibit the full performance of the services to be provided by Contractor under this Agreement. Contractor is specifically encouraged to seek such supplementary funding. Any agreement between Contractor and the Mountain View Center for the Performing Arts or any other theatrical venue shall not be deemed to violate this Section (15). (16) INTEREST OF CONTRACTOR. Contractor covenants that it presently has no interest, and shall not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of its Services hereunder. Contractor further covenants that, to the best of Contractor’s knowledge and belief, in the performance of its Services under the Agreement, no subcontractor or person having such an interest shall be employed by Contractor. It is expressly agreed that, in the performance of the Services hereunder, Contractor shall at all times be deemed an independent contractor and not an agent or employee of City. (17) ASSIGNMENT. Both Parties shall give their personal attention to the faithful performance of this Agreement and shall not assign, transfer, or convey the Agreement or any right, title, or interest in or to the same or any part thereof without the prior written consent of the other Party, and then only subject to such terms and conditions as the other Party may require. Consent to one assignment shall not be deemed to be consent to any subsequent assignment. Any assignment without such approval shall be void and, at the option of the other Party, shall terminate this Agreement and any license or privilege granted herein. This Agreement and the Parties’ respective interests herein shall not be assignable by operation of law without the prior written consent of the other Party. (18) SUBCONTRACTORS. Contractor shall be responsible for employing or engaging all persons necessary to perform the Services of Contractor hereunder. All subcontractors are deemed to be employees of Contractor and Contractor agrees to be responsible for Page 17 their performance. Contractor shall give its personal attention to the fulfillment of the provisions of the Agreement by all of its employees, participants, volunteers, and subcontractors. (19) INDEMNITY. Except to the extent the same arise from the negligence or willful misconduct of City, its officers, contractors, agents, employees, or persons brought onto the Premises by or through City, Contractor shall defend, indemnify and hold harmless City, its officers, contractors, agents, and employees and the Premises from and against (a) any injury or death or property damage arising from the use or occupancy of the Premises by Tenant, its officers, agents, employees or any persons brought onto the Premises by or through Contractor, (b) any claims or demands made against City, its officers, agents or employees by reason of any infringement or alleged infringement of any copyright or trademark caused by or alleged to have been caused by Contractor or any subcontractor under this Agreement, (c) any penalties imposed on account of the violation of any law or regulation or of any term or condition of any permit in connection with this Agreement, or (d) any damage arising under this Agreement from any loss or damage to materials and equipment owned, rented or borrowed by Contractor, its employees, subcontractors, participants, volunteers, sponsors or any others engaged in connection with the Services rendered by Contractor under the Agreement. (20) INTOXICATION. Contractor agrees to be responsible for injuries or damage caused by any of its directors, officers, employees, agents, subcontractors, or volunteers who are under the influence of alcohol, drugs, hallucinogens or narcotics, whether or not legally prescribed. Neither Contractor nor City shall permit any of Contractor’s employees or volunteers discovered to be under the influence of any of the foregoing substances from remaining in any facility used under the terms of this Agreement and City reserves the right of denying such persons further participation in the Productions. Consumption of alcoholic beverages or use of illegal drugs at the Facility is expressly forbidden by any person working for Contractor, paid or volunteer. This includes all staff, actors, crew and musicians. (21) WORKER'S COMPENSATION. Contractor certifies that it is aware of the provisions of the Labor Code of the State of California, which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of the Code, and it certifies that it will comply with such provisions during the Term of the Agreement. (22) INSURANCE. Contractor, at its sole cost and expense, shall obtain and maintain in full force and effect throughout the Term of the Agreement insurance coverage insuring not only Contractor and its subcontractors, if any, but also, with the exception of workers' compensation and employer's liability insurance, City, its officers, agents, and employees and each of them. City is to be named as Additional Insured with liability coverage of at least One Million Dollars ($1,000,000.00). A copy of the certificate(s) of insurance shall be attached to the Agreement and shall be filed with City concurrently with the execution of this Agreement. Said certificate shall be subject to the approval of City Attorney and shall contain an endorsement stating that Page 18 said insurance is primary coverage and will not be canceled or altered by the insurer except after filing with City Clerk thirty (30) days' written notice of such cancellation or alteration. Current certificates of such insurance shall be kept on file at all times during the Term of the Agreement. (23) WEAPONS. No firearms or other weapons, whether loaded or not, shall be allowed in the Facility or any other City property. Stage weapons and firearms designed solely for the use of blank cartridges will be allowed if they are being used as a prop in the current Production, but must be stored, when not being used, in a secure manner by Contractor’s stage manager or his/her designee. (24) LEGAL COMPLIANCE. Contractor and all its paid employees, subcontractors, and volunteer participants are required to abide by all applicable federal, state and local laws and ordinances. Page 19 EXHIBIT D HEARING-IMPAIRED DEVICEADDENDUMContractor’s personnel shall be permitted to manage, distribute and collect the hearing-impaired devices (“headsets”) that City owns for use by hearing-impaired persons at all Performances at the Facility, subject to the following restrictions: (a) Contractor shall verify that all headsets and batteries are present and functioning normally and shall report to Project Manager or his/her designee any missing or broken items before taking control of them for the run of the Production. (b) For any damage or loss of any headset while under Contractor’s control, Contractor shall promptly, upon request, pay City the fair market price for any necessary replacement or repair of any component of the headsets, as such replacement or repair is reasonably determined by Project Manager or his/her designee. (c) Contractor will diligently ensure the security of the headsets, in a manner approved by Project Manager or his/her designee, when the headsets are not in use. When the headsets are not so secured, Contractor will not leave the headsets unattended. (d) Contractor will provide at least one (1) person in the Facility lobby, whose sole responsibility will be to distribute and collect the headsets, as the case may be, pursuant to the following: (i) Beginning one-half (1/2) hour before each Performance until ten (10) minutes after the Performance begins; (ii) At all times during any and all intermissions; and (iii) From the end of the Performance until all of the headsets have been returned. (e) Contractor shall collect a Driver’s License or credit card as security for the loan of a headset, which Driver’s License or credit card will be returned to its owner upon return of the headset. Contractor will implement procedures for the safe handling of the Driver’s Licenses and credit cards and their return to their owners. (f) Contractor’s responsibility at the end of each performance will include the following: (i) Clean and otherwise sanitize all the earpieces by swabbing them with isopropyl alcohol swabs. (ii) Turn off the on/off/volume switches on all returned headsets and remove the batteries, placing the batteries into the battery charger. (iii) Return all headsets and batteries to their storage case. (iv) Verify the presence of all twenty (20) headsets and batteries. Page 20 (v) Return the headset storage case to its place in the rolling cart. (vi) Return the rolling cart to the House Manager’s Closet. (vii) Be sure the rolling cart is plugged into an electrical outlet. (viii) Make sure the battery charger is getting power, as indicated by the red light on the top of the case. (ix) Padlock the rolling cart’s doors shut, using either the padlock provided by City or a padlock supplied by Contractor, provided that Project Manager or his/her designee has been given a copy of the key or the combination. (x) Immediately report to City’s attendant at the Facility any missing headsets, and turn over to the attendant any malfunctioning headsets. The provisions of this Exhibit D may be terminated upon reasonable notice at any time by Project Manager or his/her designee, and may be terminated upon thirty (30) days’ prior written notice by Contractor. Page 21 EXHIBIT E INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (City), AT THEIR SOLE EXPENSE, SHALL, FOR THE TERM OF THE CONTRACT. OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW AND AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 NO PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE City OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTORAND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL Page 22 INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CONTRACTOR AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2.IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION City OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303 Page 23 EXHIBIT F CITY OF PALO ALTO MUNICIPAL FEE SCHEDULE Page 24 EXHIBIT G CONTRACTOR INJURY AND PREVENTION POLICY I. INTRODUCTION AND PURPOSE It is the policy of (Organization) to maintain a safe and healthy work environment for each employee and to comply with all applicable occupational health and safety regulations. This Injury and Illness Prevention Program (IIPP) is intended to establish a framework for identifying and correcting workplace hazards within the organization. II. RESPONSIBILITIES General Manager The General Manager has primary authority and responsibility to ensure the implementation of the IIPP and to ensure the health and safety of the department's staff. This is accomplished by communicating (Organization) ’ emphasis on health and safety, analyzing work procedures for hazard identification and correction, ensuring regular workplace inspections, providing health and safety training, and encouraging prompt employee reporting of health and safety concerns without fear of reprisal. Safety Committee The Safety Committee has the ongoing responsibility to maintain and update this IIPP, to assess compliance with applicable regulations and policies, to evaluate reports of unsafe conditions, and to coordinate any necessary corrective actions. The Safety Committee meets at least quarterly and includes representatives from various departments. The Safety Committee membership may rotate periodically. Unsafe conditions that cannot be immediately corrected by an employee or his/her supervisor should be reported to the General Manager or any Safety Committee member by filling out a "Report of Unsafe Condition or Hazard" form. Timely correction of workplace hazards will be tracked by the Safety Committee which will receive and review reports of unsafe conditions, workplace inspection reports, and injury reports. Specifically, the Safety Committee will: • Review the results of periodic, scheduled workplace inspections to identify any needed safety procedures or programs and to track specific corrective actions. • Review supervisors’ investigations of accidents and injuries to ensure that all causes have been identified and corrected. • Where appropriate, submit suggestions to department managers for the prevention of future incidents. Page 25 • Review alleged hazardous conditions brought to the attention of any committee member, determine necessary corrective actions, and assign responsible parties and correction deadlines. • When determined necessary by the Committee, the Committee may conduct its own investigation of accidents and/or alleged hazards to assist in establishing corrective actions. • Submit recommendations to assist department managers in the evaluation of employee safety suggestions. The Safety Committee must prepare and make available to all department personnel written minutes of issues discussed at the meetings. These minutes must be posted or made available in a convenient location and must be maintained on file for at least one year. Supervisors Supervisors play a key role in the implementation of the IIPP. They are responsible for: • Communicating to their staff (Organization) ’s emphasis on health and safety. • Ensuring periodic, documented inspection of workspaces under their authority. • Ensuring that the Safety Committee is aware of all accidents which have occurred, and all hazards which have been observed since the last meeting. • Working with the Operations Manager to address facility-related safety concerns. • Promptly correcting identified hazards. • Modeling and enforcing safe and healthful work practices. • Providing appropriate safety training and personal protective equipment. • Implementing measures to eliminate or control workplace hazards. • Stopping any employee’s work that poses an imminent hazard to either the employee or any other individual. • Encouraging employees to report health and safety issues to the Safety Committee without fear of reprisal. All Employees Page 26 It is the responsibility of all employees to comply with all applicable health and safety regulations and established work practices. This includes, but is not limited to: • Observing health and safety-related signs, posters, warning signals and directions. • Reviewing the building emergency plans and assembly areas. • Learning about the potential hazards of assigned tasks and work areas. • Taking part in appropriate health and safety training. • Following all safe operating procedures and precautions. • Using proper personal protective equipment. • Warning coworkers about defective equipment and other hazards. • Reporting unsafe conditions immediately to a supervisor, and stopping work if an imminent hazard is presented. • Participating in workplace safety inspections. III. IDENTIFYING WORKPLACE HAZARDS Regular, annual workplace safety inspections of all departments must be conducted. By law, the first of these inspections must take place when the department first adopts the IIPP. The inspections should be noted and the department should maintain copies of this documentation. These regular inspections will be supplemented with additional inspections whenever new substances, processes, procedures, or equipment introduced into the workplace represent a new occupational safety and health hazard or whenever supervisors are made aware of a new or previously unrecognized hazard. Generally, supervisors are responsible for identification and correction of hazards that their staff face and should ensure that work areas they exercise control over are inspected at least annually. Supervisors should check for safe work practices with each visit to the workplace and should provide immediate verbal feedback where hazards are observed. The "Report of Unsafe Condition" form should be filled out when a referral is made to the Safety Committee as a result of a condition discovered during an inspection for which the responsible supervisor could not determine an immediate remedy. The "Report of Unsafe Condition" form can also be obtained by any employee, filled out and turned in anonymously. IV. COMMUNICATING WORKPLACE HAZARDS Page 27 Supervisors are responsible for communicating with all workers about safety and health issues in a form readily understandable by all workers. All department personnel are encouraged to communicate safety concerns to their supervisor without fear of reprisal. The Safety Committee is another resource for communication regarding health and safety issues for employees. Additionally, Safety Committee minutes and other safety-related items are posted or made available at a convenient location. Employees will also be informed about safety matters by e-mail, voice mail, or by distribution of written memoranda. Occasionally, the Safety Committee may also sponsor seminars or speakers or coordinate other means to communicate with employees regarding health and safety matters. Supervisors are responsible for ensuring that employees are supplied access to hazard information pertinent to their work assignments. Information concerning the health and safety hazards of tasks performed by department staff is available from a number of sources. These sources include, but are not limited to, Material Safety Data Sheets (MSDSs, see below), equipment operating manuals, container labels and work area postings. Material Safety Data Sheets Material Safety Data Sheets (MSDSs) provide information on the potential hazards of products or chemicals. Hard copies of MSDSs for the chemicals used in the department are available to all employees in a convenient location. If an MSDS is found to be missing, a new one can be obtained by faxing a written request to the manufacturer. A copy of this request should be kept until the MSDS arrives. MSDSs are also available over the Internet from a variety of sources. Equipment Operating Manuals All equipment is to be operated in accordance with the manufacturer’s instructions, as specified in the equipment’s operating manual. Copies of operating manuals should be kept with each piece of equipment in the department. Persons who are unfamiliar with the operation of a piece of equipment and its potential hazards must at least read the operating manual before using the equipment. Training should also be sought from an experienced operator or supervisor. V. CORRECTING WORKPLACE HAZARDS Hazards discovered either as a result of a scheduled periodic inspection or during normal operations must be corrected by the supervisor in control of the work area, or by cooperation between the department in control of the work area and the supervisor of the employees working in that area. Supervisors of affected employees are expected to correct unsafe conditions as quickly as possible after discovery of a hazard, based on the severity of the hazard. Specific procedures that can be used to correct hazards include, but are not limited to, the following: Page 28 • Tagging unsafe equipment “Do Not Use Until Repaired,” and providing a list of alternatives for employees to use until the item is repaired. • Stopping unsafe work practices and providing retraining on proper procedures before work resumes. • Reinforcing and explaining the need for proper personal protective equipment and ensuring its availability. • Barricading areas that have chemical spills or other hazards and reporting the hazardous conditions to a supervisor or. If an imminent hazard exists, work in the area should cease, and the appropriate supervisor must be contacted immediately. If the hazard cannot be immediately corrected without endangering employees or property, all personnel need to be removed from the area except those qualified and necessary to correct the condition. These qualified individuals will be equipped with necessary safeguards before addressing the situation. VI. INVESTIGATING INJURIES AND ILLNESSES Injury Reporting Employees who are injured at work must report the injury immediately to their supervisor. If immediate medical treatment beyond first aid is needed, call 911. The injured party will be taken to the appropriate hospital or medical center. The supervisor of the injured employee must work with a designated department personnel to ensure that the "Employer's Report of Occupational Injury or Illness" and a "Workers' Compensation Claim Form" are completed properly and submitted to the General Manager. If the injured employee saw a physician, the supervisor should obtain a medical release form before allowing the employee to return to work. The health care provider may stipulate work tasks that must be avoided or work conditions that must be altered before the employee resumes his or her full duties. Injury Investigation The employee’s supervisor is responsible for performing an investigation to determine and correct the cause(s) of the incident. Specific procedures that can be used to investigate workplace accidents and hazardous substance exposures include: • Interviewing injured personnel and witnesses. Page 29 • Examining the injured employee’s workstation for causative factors. • Reviewing established procedures to ensure they are adequate and were followed. • Reviewing training records of affected employees. • Determining all contributing causes to the accident. • Taking corrective actions to prevent the accident/exposure from reoccurring. • Recording all findings and actions taken. The supervisor’s findings and corrective actions should be documented and presented to the Safety Committee using the "Accident Report Form". If the supervisor is unable to determine the cause(s) and appropriate corrective actions, other resources, such as the Safety Committee, should be sought. The Safety Committee will review each accident or injury report to ensure that the investigation was thorough and that all corrective actions are completed. Investigations and/or corrective actions that are found to be incomplete will be routed back to the supervisor for further follow- up, with specific recommendations noted by the committee. The General Manager will bring corrective actions that are not implemented in a reasonable period of time to the attention of the Department head. VII. EMPLOYEE HEALTH AND SAFETY TRAINING Employee safety training is provided at no cost to the employee and is conducted during the employee’s normal working hours. Safety training may be presented by a knowledgeable supervisor, other department personnel, or by representatives from other relevant departments. Regardless of the instructor, all safety training should be documented using the “Safety Training Attendance Record”. Initial IIPP Training When the IIPP is first implemented, all personnel will be trained on the structure of the IIPP, including individual responsibilities under the program, and the availability of the written program. Training will also be provided on how to report unsafe conditions, how to access the Safety Committee, and where to obtain information on workplace safety and health issues. Personnel hired after the initial training session will be oriented on this material as soon as possible by the appropriate supervisor. These individual training sessions should be documented using the “Employee Safety Training Record”. Training on Specific Hazards Page 30 Supervisors are required to be trained on the hazards to which the employees under their immediate control may be exposed. This training aids a supervisor in understanding and enforcing proper protective measures. All supervisors must ensure that the personnel they supervise receive appropriate training on the specific hazards of work they perform, and the proper precautions for protection against those hazards. Training is particularly important for new employees and whenever a new hazard is introduced into the workplace. Such hazards may include new equipment, hazardous materials, or procedures. Health and Safety training is also required when employees are given new job assignments on which they have not previously been trained and whenever a supervisor is made aware of a new or previously unrecognized hazard. Specific topics which may be appropriate to department personnel include, but are not limited to, the following: • Fire prevention techniques and fire extinguisher use. • Obtaining emergency medical assistance and first aid. • Disaster preparedness and response, including building evacuation procedures. • Health and safety for computer users. • Back care, body mechanics, and proper lifting techniques. • Hazard communication, including training on MSDSs, chemical hazards and container labeling. • Proper housekeeping. • Chemical spill reporting procedures. VIII. ENSURING COMPLIANCE All department personnel have the responsibility for complying with safe and healthful work practices, including applicable regulations and departmental safety procedures. Overall performance in maintenance of a safe and healthy work environment should be recognized by the supervisor and noted in performance evaluations. Employees will not be discriminated against for work-related injuries, and injuries will not be included in performance evaluations, unless the injuries were a result of an unsafe act on the part of the employee. Standard progressive disciplinary measures in accordance with the applicable personnel policy will result when employees fail to comply with applicable regulations and/or departmental safety procedures. All personnel will be given instruction and an opportunity to correct unsafe behavior. Repeated failure to comply or willful and intentional noncompliance may result in Page 31 disciplinary measures up to and including termination. IX. RECORD KEEPING Documents related to the IIPP are maintained in a safe and convenient location for record keeping. Documents that should be kept on file include: • Records of scheduled and periodic workplace inspections, including the persons conducting the inspection, any identified unsafe conditions or work practices, and corrective actions. • Employee safety training records, including the names of all attendees and instructors, the training date, and material covered. • Reports of Unsafe Conditions or Hazards. • Safety Committee Meeting Documentation. • Hazard Correction Reports. • Accident, Injury or Illness Investigation Reports. Page 32 LIST OF APPENDICES Building Safety Responsibility (Appendix A) Conduct in City Facilities (Appendix B) City of Palo Alto Safety Policy (Appendix C) Zero Waste Plan (Appendix D) Online: http://cityconnect/depts/pw/zero_waste_palo_alto.asp#Recycling & Composting City Report of Accident/Property Damage (Appendix E). Page 33 LIST OF ATTACHMENTS ATTACHMENT 1 Contractor Production and Exclusive Use Schedule, 2016 - 2017 ATTACHMENT 2 Contractor’s Pricing Policy ATTACHMENT 3 Name of Contractor’s Fiscal Agent ATTACHMENT 4 Contractor’s Most Recently Filed California State Tax Form 199 City of Palo Alto (ID # 6692) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/20/2016 City of Palo Alto Page 1 Summary Title: Approval of Contract for Channing/Lincoln Storm Drain Improvements - Phase III Title: Approval of a Contract With Con-Quest Contractors, Inc., in the Amount of $3,293,734 for Channing Avenue/Lincoln Avenue Storm Drain Improvements - Phase III, Capital Improvement Program Project SD-11101, and Approval of a Budget Amendment in the Storm Drainage Fund From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council: 1. Approve, and authorize the City Manager or his designee to execute, the attached contract with Con-Quest Contractors, Inc. (Attachment A) in the amount of $3,293,734 for the Channing Avenue/Lincoln Avenue Storm Drain Improvement Project – Phase III, Capital Improvement Program Project SD-11101; 2. Authorize the City Manager or his designee to negotiate and execute one or more change orders to the contract with Con-Quest Contractors, Inc. for related, additional but unforeseen work which may develop during the project, the total value of which shall not exceed $329,373; and 3. Amend the Fiscal Year 2016 Budget Appropriation Ordinance for the Storm Drainage Fund by: a. Increasing the Capital Improvement Program appropriation for Channing Avenue/Lincoln Avenue Storm Drain Improvements Project (SD-11101) by $393,107; and b. Decreasing the Capital Improvement Program appropriation for City of Palo Alto Page 2 Storm Drain System Replacement and Rehabilitation Project (SD- 06101) by $393,107. Background In 2005, the property owners of Palo Alto voted to increase their monthly storm drainage fee to fund a set of seven high-priority storm drain-related capital improvement projects, including improvements to the storm drain trunk pipelines along Channing and Lincoln Avenues. The existing storm drains along Channing and Lincoln Avenues were inadequate to convey the storm runoff from the surrounding neighborhoods. These pipelines convey storm runoff to the San Francisquito Creek Storm Water Pump Station, which was constructed in 2008 to serve a 1250-acre watershed area in northeastern Palo Alto. Drainage system performance along Channing and Lincoln Avenues and throughout portions of the Duveneck-St Francis, Crescent Park, Community Center, and Professorville neighborhoods will be greatly enhanced following completion of a series of storm drain upgrade projects. The work to be implemented under this contract comprises the third and final phase of this multi-phase project, which will provide drainage improvements along Lincoln Avenue between Middlefield Road and Alma Street. Discussion Project Description The work to be performed under this contract includes the installation of 30- to 42-inch diameter storm drain pipeline along Lincoln Avenue between Middlefield Road and Alma Street. The work also includes the relocation of multiple water, gas, and sanitary sewer service laterals and the installation of several new segments of sanitary sewer main serving adjacent residences due to grade conflicts with the new storm drain pipeline. The project limits are depicted on the attached Location Map (Attachment B). The new storm drain will improve drainage system performance along Lincoln Avenue and will indirectly improve drainage along perpendicular streets in the neighborhood by intercepting existing storm drains that currently flow to an undersized trunk storm drain along Embarcadero Road. Parking and traffic circulation along Lincoln Avenue will be impacted during the four-month construction period. Staff will keep local residents and officials at Addison Elementary School up-to-date on the project status and strive to minimize project impacts throughout the duration of construction activity. City of Palo Alto Page 3 Bid Process On May 4, 2016, a notice inviting formal bids for the Channing Avenue/Lincoln Avenue Storm Drain Improvement Project – Phase III was posted to the City’s online bid solicitation web portal. The bidding period was twenty-nine days. Bids were received from two qualified contractors on June 2, 2016, as listed on the attached Bid Summary (Attachment C). Summary of Bid Process Bid Name/Number Channing Avenue/Lincoln Avenue Storm Drain Improvement Project – Phase III, Capital Improvement Program Project SD-11101 /IFB #164104 Proposed Length of Project 175 calendar days Total Days to Respond to Bid 29 Pre-Bid Meeting? No Number of Company Attendees at Pre-Bid Meeting Not applicable Number of Bids Received: 2 Bid Price Range $3,293,734 to $3,977,610 Staff has reviewed all bids submitted and recommends that the bid of $3,293,734 submitted by Con-Quest Contractors, Inc. be accepted and that Con-Quest Contractors, Inc. be declared the lowest responsible bidder. Staff recommends that the contract scope of work include the Base Bid only. The low bid is 15 percent below the engineer's estimate of $3,865,000. The change order amount of $329,373 (which equals 10 percent of the total contract) is requested for related, additional but unforeseen work which may develop during the project. Staff confirmed with the Contractor's State License Board that the contractor has an active license on file and is registered with the Department of Industrial Relations. Staff also contacted the listed references for Con-Quest Contractors, Inc. and found they have performed satisfactorily on past construction projects for other clients, including the City. Project Coordination City of Palo Alto Page 4 The Channing Avenue/Lincoln Avenue Storm Drain Improvement Project – Phase III has been coordinated with other capital projects during the monthly Utilities/Public Works Department street work coordination meetings and by use of the Geographic Information System-based project coordination program. This project does not conflict with any upcoming Public Works or Utilities Department projects. The work has been coordinated with city and non-city utility agencies, whose underground facilities will need to be relocated as a result of the proposed pipeline installation. Due to the proximity of the work to Addison Elementary School, staff coordinated with the school principal to keep school staff informed of project status. Although the project has been scheduled to take place during the school’s summer recess period, the school site will be hosting a summer science camp between June 6 and July 29. Construction activity in the vicinity of the school will be scheduled to avoid student arrival and departure times, and information will be provided to camp parents advising them to avoid the construction work zone at the rear of the school. Resource Impact Funding for the Channing Avenue/Lincoln Avenue Storm Drain Improvement Project – Phase III in the amount of $3,230,000 is available in Storm Drainage Fund Capital Improvement Program Project SD-11101. The balance of the funds required to pay for project costs is recommended to be provided with the approval of a Budget Amendment in the Storm Drainage Fund, increasing the Capital Improvement Program appropriation for Project SD-11101 by $393,107; and decreasing the Capital Improvement Program appropriation for Project SD- 06101, Storm Drain System Replacement and Rehabilitation, by $393,107. Minimal impact is anticipated from the proposed reduction to the Storm Drain System Replacement and Rehabilitation project, as the remaining balance in the project, together with the anticipated FY 2017 allocation for this annually recurring project, is expected to be sufficient for the storm drain replacement and rehabilitation needs for the coming year. Policy Implications The recommendation does not represent any changes to existing City policies. Environmental Review City of Palo Alto Page 5 This project is categorically exempt from the provisions of the California Environmental Quality Act (CEQA) under Section 15301 of the CEQA Guidelines as repair, maintenance and/or minor alteration of existing facilities and no further environmental review is necessary. Attachments: A - Contract (PDF) B - Location Map (PDF) C - Bid Schedule (XLSX) Invitation for Bid (IFB) Package 1 Rev. April 27, 2016 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT Contract No. C16164104 City of Palo Alto Lincoln Avenue Storm Drain Improvements (Phase III) Project Invitation for Bid (IFB) Package 2 Rev. April 27, 2016 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT TABLE OF CONTENTS SECTION 1 INCORPORATION OF RECITALS AND DEFINITIONS…………………………………….…………..6 1.1 Recitals…………………………………………………………………………………………………………………….6 1.2 Definitions……………………………………………………………………………………………………………….6 SECTION 2 THE PROJECT………………………………………………………………………………………………………...6 SECTION 3 THE CONTRACT DOCUMENTS………………………………………………………………………………..7 3.1 List of Documents…………………………………………………………………………………………….........7 3.2 Order of Precedence……………………………………………………………………………………………......7 SECTION 4 CONTRACTOR’S DUTY…………………………………………………………………………………………..8 4.1 Contractor's Duties…………………………………………………………………………………………………..8 SECTION 5 PROJECT TEAM……………………………………………………………………………………………………..8 5.1 Contractor's Co-operation………………………………………………………………………………………..8 SECTION 6 TIME OF COMPLETION…………………………………………………………………………………….......8 6.1 Time Is of Essence…………………………………………………………………………………………………….8 6.2 Commencement of Work…………………………………………………………………………………………8 6.3 Contract Time…………………………………………………………………………………………………………..8 6.4 Liquidated Damages…………………………………………………………………………………………………8 6.4.1 Other Remedies……………………………………………………………………………………………………..9 6.5 Adjustments to Contract Time………………………………………………………………………………….9 SECTION 7 COMPENSATION TO CONTRACTOR……………………………………………………………………….9 7.1 Contract Sum……………………………………………………………………………………………………………9 7.2 Full Compensation……………………………………………………………………………………………………9 SECTION 8 STANDARD OF CARE……………………………………………………………………………………………..9 8.1 Standard of Care…………………………………………………………………………………..…………………9 SECTION 9 INDEMNIFICATION…………………………………………………………………………………………..…10 9.1 Hold Harmless……………………………………………………………………………………………………….10 9.2 Survival…………………………………………………………………………………………………………………10 SECTION 10 NON-DISCRIMINATION……..………………………………………………………………………………10 10.1 Municipal Code Requirement…………….………………………………..……………………………….10 SECTION 11 INSURANCE AND BONDS.…………………………………………………………………………………10 Invitation for Bid (IFB) Package 3 Rev. April 27, 2016 CONSTRUCTION CONTRACT 11.1 Evidence of Coverage…………………………………………………………………………………………..10 SECTION 12 PROHIBITION AGAINST TRANSFERS…………………………………………………………….…11 12.1 Assignment………………………………………………………………………………………………………….11 12.2 Assignment by Law.………………………………………………………………………………………………11 SECTION 13 NOTICES …………………………………………………………………………………………………………….11 13.1 Method of Notice …………………………………………………………………………………………………11 13.2 Notice Recipents ………………………………………………………………………………………………….11 13.3 Change of Address……………………………………………………………………………………………….12 SECTION 14 DEFAULT…………………………………………………………………………………………………………...12 14.1 Notice of Default………………………………………………………………………………………………….12 14.2 Opportunity to Cure Default…………………………………………………………………………………12 SECTION 15 CITY'S RIGHTS AND REMEDIES…………………………………………………………………………..13 15.1 Remedies Upon Default……………………………………………………………………………………….13 15.1.1 Delete Certain Services…………………………………………………………………………………….13 15.1.2 Perform and Withhold……………………………………………………………………………………..13 15.1.3 Suspend The Construction Contract…………………………………………………………………13 15.1.4 Terminate the Construction Contract for Default………………………………………………13 15.1.5 Invoke the Performance Bond………………………………………………………………………….13 15.1.6 Additional Provisions……………………………………………………………………………………….13 15.2 Delays by Sureties……………………………………………………………………………………………….13 15.3 Damages to City…………………………………………………………………………………………………..14 15.3.1 For Contractor's Default…………………………………………………………………………………..14 15.3.2 Compensation for Losses…………………………………………………………………………………14 15.4 Suspension by City……………………………………………………………………………………………….14 15.4.1 Suspension for Convenience……………………………………………………………………………..14 15.4.2 Suspension for Cause………………………………………………………………………………………..14 15.5 Termination Without Cause…………………………………………………………………………………14 15.5.1 Compensation………………………………………………………………………………………………….15 15.5.2 Subcontractors………………………………………………………………………………………………..15 15.6 Contractor’s Duties Upon Termination………………………………………………………………...15 SECTION 16 CONTRACTOR'S RIGHTS AND REMEDIES……………………………………………………………16 16.1 Contractor’s Remedies……………………………………..………………………………..………………….16 Invitation for Bid (IFB) Package 4 Rev. April 27, 2016 CONSTRUCTION CONTRACT 16.1.1 For Work Stoppage……………………………………………………………………………………………16 16.1.2 For City's Non-Payment…………………………………………………………………………………….16 16.2 Damages to Contractor………………………………………………………………………………………..16 SECTION 17 ACCOUNTING RECORDS………………………………………………………………………………….…16 17.1 Financial Management and City Access………………………………………………………………..16 17.2 Compliance with City Requests…………………………………………………………………………….17 SECTION 18 INDEPENDENT PARTIES……………………………………………………………………………………..17 18.1 Status of Parties……………………………………………………………………………………………………17 SECTION 19 NUISANCE……………………………………………………………………………………………………….…17 19.1 Nuisance Prohibited……………………………………………………………………………………………..17 SECTION 20 PERMITS AND LICENSES…………………………………………………………………………………….17 20.1 Payment of Fees…………………………………………………………………………………………………..17 SECTION 21 WAIVER…………………………………………………………………………………………………………….17 21.1 Waiver………………………………………………………………………………………………………………….17 SECTION 22 GOVERNING LAW AND VENUE; COMPLIANCE WITH LAWS……………………………….18 22.1 Governing Law…………………………………………………………………………………………………….18 22.2 Compliance with Laws…………………………………………………………………………………………18 22.2.1 Palo Alto Minimum Wage Ordinance…………….………………………………………………….18 SECTION 23 COMPLETE AGREEMENT……………………………………………………………………………………18 23.1 Integration………………………………………………………………………………………………………….18 SECTION 24 SURVIVAL OF CONTRACT…………………………………………………………………………………..18 24.1 Survival of Provisions……………………………………………………………………………………………18 SECTION 25 PREVAILING WAGES………………………………………………………………………………………….18 SECTION 26 NON-APPROPRIATION……………………………………………………………………………………….19 26.1 Appropriation………………………………………………………………………………………………………19 SECTION 27 AUTHORITY……………………………………………………………………………………………………….19 27.1 Representation of Parties…………………………………………………………………………………….19 SECTION 28 COUNTERPARTS………………………………………………………………………………………………..19 28.1 Multiple Counterparts………………………………………………………………………………………….19 SECTION 29 SEVERABILITY……………………………………………………………………………………………………19 29.1 Severability………………………………………………………………………………………………………….19 SECTION 30 STATUTORY AND REGULATORY REFERENCES …………………………………………………..19 Invitation for Bid (IFB) Package 5 Rev. April 27, 2016 CONSTRUCTION CONTRACT 30.1 Amendments of Laws…………………………………………………………………………………………..19 SECTION 31 WORKERS’ COMPENSATION CERTIFICATION………………………………………………….….19 31.1 Workers Compensation…………………………………………………………………………………….19 SECTION 32 DIR REGISTRATION AND OTHER SB 854 REQUIREMENTS………………………………..…20 32.1 General Notice to Contractor…………………………………………………………………………….20 32.2 Labor Code section 1771.1(a)…………………………………………………………………………….20 32.3 DIR Registration Required…………………………………………………………………………………20 32.4 Posting of Job Site Notices…………………………………………………………………………………20 32.5 Payroll Records…………………………………………………………………………………………………20 Invitation for Bid (IFB) Package 6 Rev. April 27, 2016 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT THIS CONSTRUCTION CONTRACT entered into on June 20, 2016 (“Execution Date”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("City"), and Con-Quest Contractors, Inc. ("Contractor"), is made with reference to the following: R E C I T A L S: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. Contractor is a Corporation duly organized and in good standing in the State of California, Contractor’s License Number 818668 and Department of Industrial Relations Registration Number 1000000921. Contractor represents that it is duly licensed by the State of California and has the background, knowledge, experience and expertise to perform the obligations set forth in this Construction Contract. C. On May 4, 2016, City issued an Invitation for Bids (IFB) to contractors for the Lincoln Avenue Storm Drain Improvement Project (Phase III) (“Project”). In response to the IFB, Contractor submitted a Bid. D. City and Contractor desire to enter into this Construction Contract for the Project, and other services as identified in the Contract Documents for the Project upon the following terms and conditions. NOW THEREFORE, in consideration of the mutual promises and undertakings hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed by and between the undersigned parties as follows: SECTION 1 INCORPORATION OF RECITALS AND DEFINITIONS. 1.1 Recitals. All of the recitals are incorporated herein by reference. 1.2 Definitions. Capitalized terms shall have the meanings set forth in this Construction Contract and/or in the General Conditions. If there is a conflict between the definitions in this Construction Contract and in the General Conditions, the definitions in this Construction Contract shall prevail. SECTION 2 THE PROJECT. The Project is the Lincoln Avenue Storm Drain Improvements (Phase III) Project, located at Lincoln Avenue (Middlefield Road To Alma Street) Palo Alto, CA. 94301 ("Project"). Invitation for Bid (IFB) Package 7 Rev. April 27, 2016 CONSTRUCTION CONTRACT SECTION 3 THE CONTRACT DOCUMENTS. 3.1 List of Documents. The Contract Documents (sometimes collectively referred to as “Agreement” or “Bid Documents”) consist of the following documents which are on file with the Purchasing Division and are hereby incorporated by reference. 1) Change Orders 2) Field Orders 3) Contract 4) Bidding Addenda 5) Special Provisions 6) General Conditions 7) Project Plans and Drawings 8) Technical Specifications 9) Instructions to Bidders 10) Invitation for Bids 11) Contractor's Bid/Non-Collusion Declaration 12) Reports listed in the Contract Documents 13) Public Works Department’s Standard Drawings and Specifications (most current version at time of Bid) 14) Utilities Department’s Water, Gas, Wastewater, Electric Utilities Standards (most current version at time of Bid) 15) City of Palo Alto Traffic Control Requirements 16) City of Palo Alto Truck Route Map and Regulations 17) Notice Inviting Pre-Qualification Statements, Pre-Qualification Statement, and Pre- Qualification Checklist (if applicable) 18) Performance and Payment Bonds 3.2 Order of Precedence. For the purposes of construing, interpreting and resolving inconsistencies between and among the provisions of this Contract, the Contract Documents shall have the order of precedence as set forth in the preceding section. If a claimed inconsistency cannot be resolved through the order of precedence, the City shall have the sole power to decide which document or provision shall govern as may be in the best interests of the City. Invitation for Bid (IFB) Package 8 Rev. April 27, 2016 CONSTRUCTION CONTRACT SECTION 4 CONTRACTOR’S DUTY. 4.1 Contractor’s Duties Contractor agrees to perform all of the Work required for the Project, as specified in the Contract Documents, all of which are fully incorporated herein. Contractor shall provide, furnish, and supply all things necessary and incidental for the timely performance and completion of the Work, including, but not limited to, provision of all necessary labor, materials, equipment, transportation, and utilities, unless otherwise specified in the Contract Documents. Contractor also agrees to use its best efforts to complete the Work in a professional and expeditious manner and to meet or exceed the performance standards required by the Contract Documents. SECTION 5 PROJECT TEAM. 5.1 Contractor’s Co-operation. In addition to Contractor, City has retained, or may retain, consultants and contractors to provide professional and technical consultation for the design and construction of the Project. The Contract requires that Contractor operate efficiently, effectively and cooperatively with City as well as all other members of the Project Team and other contractors retained by City to construct other portions of the Project. SECTION 6 TIME OF COMPLETION. 6.1 Time Is of Essence. Time is of the essence with respect to all time limits set forth in the Contract Documents. 6.2 Commencement of Work. Contractor shall commence the Work on the date specified in City’s Notice to Proceed. 6.3 Contract Time. Work hereunder shall begin on the date specified on the City’s Notice to Proceed and shall be completed not later than . within 175 calendar days () after the commencement date specified in City’s Notice to Proceed. By executing this Construction Contract, Contractor expressly waives any claim for delayed early completion. 6.4 Liquidated Damages. Pursuant to Government Code Section 53069.85, if Contractor fails to achieve Substantial Completion of the entire Work within the Contract Time, including any approved extensions thereto, City may assess liquidated damages on a daily basis for each day of Unexcused Delay in achieving Substantial Completion, based on the amount of One Thousand dollars ($1000) per day, or as otherwise specified in the Special Provisions. Liquidated damages may also be separately assessed for failure to meet milestones specified elsewhere in the Contract Documents, regardless of impact on the time for achieving Substantial Completion. The assessment of liquidated damages is not a penalty but considered to be a reasonable Invitation for Bid (IFB) Package 9 Rev. April 27, 2016 CONSTRUCTION CONTRACT estimate of the amount of damages City will suffer by delay in completion of the Work. The City is entitled to setoff the amount of liquidated damages assessed against any payments otherwise due to Contractor, including, but not limited to, setoff against release of retention. If the total amount of liquidated damages assessed exceeds the amount of unreleased retention, City is entitled to recover the balance from Contractor or its sureties. Occupancy or use of the Project in whole or in part prior to Substantial Completion, shall not operate as a waiver of City’s right to assess liquidated damages. 6.4.1 Other Remedies. City is entitled to any and all available legal and equitable remedies City may have where City’s Losses are caused by any reason other than Contractor’s failure to achieve Substantial Completion of the entire Work within the Contract Time. 6.5 Adjustments to Contract Time. The Contract Time may only be adjusted for time extensions approved by City and memorialized in a Change Order approved in accordance with the requirements of the Contract Documents. SECTION 7 COMPENSATION TO CONTRACTOR. 7.1 Contract Sum. Contractor shall be compensated for satisfactory completion of the Work in compliance with the Contract Documents the Contract Sum of Three Million Two Hundred Ninety-Three Thousand Seven Hundred Thirty- Four Dollars ($3,293,734). [This amount includes the Base Bid and Additive Alternates N/A.] 7.2 Full Compensation. The Contract Sum shall be full compensation to Contractor for all Work provided by Contractor and, except as otherwise expressly permitted by the terms of the Contract Documents, shall cover all Losses arising out of the nature of the Work or from the acts of the elements or any unforeseen difficulties or obstructions which may arise or be encountered in performance of the Work until its Acceptance by City, all risks connected with the Work, and any and all expenses incurred due to suspension or discontinuance of the Work, except as expressly provided herein. The Contract Sum may only be adjusted for Change Orders approved in accordance with the requirements of the Contract Documents. SECTION 8 STANDARD OF CARE. 8.1 Standard of Care. Contractor agrees that the Work shall be performed by qualified, experienced and well-supervised personnel. All services performed in connection with this Construction Contract shall be performed in a manner consistent with the standard of care under California law applicable to those who specialize in providing such services for projects of the type, scope and complexity of the Project. Invitation for Bid (IFB) Package 10 Rev. April 27, 2016 CONSTRUCTION CONTRACT SECTION 9 INDEMNIFICATION. 9.1 Hold Harmless. To the fullest extent allowed by law, Contractor will defend, indemnify, and hold harmless City, its City Council, boards and commissions, officers, agents, employees, representatives and volunteers (hereinafter individually referred to as an “Indemnitee” and collectively referred to as "Indemnitees"), through legal counsel acceptable to City, from and against any and liability, loss, damage, claims, expenses (including, without limitation, attorney fees, expert witness fees, paralegal fees, and fees and costs of litigation or arbitration) (collectively, “Liability”) of every nature arising out of or in connection with the acts or omissions of Contractor, its employees, Subcontractors, representatives, or agents, in performing the Work or its failure to comply with any of its obligations under the Contract, except such Liability caused by the active negligence, sole negligence, or willful misconduct of an Indemnitee. Contractor shall pay City for any costs City incurs to enforce this provision. Except as provided in Section 9.2 below, nothing in the Contract Documents shall be construed to give rise to any implied right of indemnity in favor of Contractor against City or any other Indemnitee. Pursuant to Public Contract Code Section 9201, City shall timely notify Contractor upon receipt of any third-party claim relating to the Contract. 9.2 Survival. The provisions of Section 9 shall survive the termination of this Construction Contract. SECTION 10 NON-DISCRIMINATION. 10.1 Municipal Code Requirement. As set forth in Palo Alto Municipal Code section 2.30.510, Contractor certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. Contractor 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 will comply with all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 11 INSURANCE AND BONDS. 11.1 Evidence of coverage. Within ten (10) business days following issuance of the Notice of Award, Contractor shall provide City with evidence that it has obtained insurance and shall submit Performance and Payment Bonds satisfying all requirements in Article 11 of the General Conditions. Invitation for Bid (IFB) Package 11 Rev. April 27, 2016 CONSTRUCTION CONTRACT SECTION 12 PROHIBITION AGAINST TRANSFERS. 12.1 Assignment. City is entering into this Construction Contract in reliance upon the stated experience and qualifications of the Contractor and its Subcontractors set forth in Contractor’s Bid. Accordingly, Contractor shall not assign, hypothecate or transfer this Construction Contract or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any assignment, hypothecation or transfer without said consent shall be null and void, and shall be deemed a substantial breach of contract and grounds for default in addition to any other legal or equitable remedy available to the City. 12.2 Assignment by Law. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor or of any general partner or joint venturer or syndicate member of Contractor, if the Contractor is a partnership or joint venture or syndicate or co-tenancy shall result in changing the control of Contractor, shall be construed as an assignment of this Construction Contract. Control means more than fifty percent (50%) of the voting power of the corporation or other entity. SECTION 13 NOTICES. 13.1 Method of Notice. All notices, demands, requests or approvals to be given under this Construction Contract shall be given in writing and shall be deemed served on the earlier of the following: (i) On the date delivered if delivered personally; (ii) On the third business day after the deposit thereof in the United States mail, postage prepaid, and addressed as hereinafter provided; (iii) On the date sent if sent by facsimile transmission; (iv) On the date sent if delivered by electronic mail; or (v) On the date it is accepted or rejected if sent by certified mail. 13.2 Notice to Recipients. All notices, demands or requests (including, without limitation, Change Order Requests and Claims) from Contractor to City shall include the Project name and the number of this Construction Contract and shall be addressed to City at: To City: City of Palo Alto City Clerk 250 Hamilton Avenue P.O. Box 10250 Palo Alto, CA 94303 Copy to: City of Palo Alto Public Works Administration 250 Hamilton Avenue Palo Alto, CA 94301 Attn: Joe Teresi AND [Include Construction Manager, If Applicable.] Invitation for Bid (IFB) Package 12 Rev. April 27, 2016 CONSTRUCTION CONTRACT City of Palo Alto Utilities Engineering 250 Hamilton Avenue Palo Alto, CA 94301 Attn: In addition, copies of all Claims by Contractor under this Construction Contract shall be provided to the following: Palo Alto City Attorney’s Office 250 Hamilton Avenue P.O. Box 10250 Palo Alto, California 94303 All Claims shall be delivered personally or sent by certified mail. All notices, demands, requests or approvals from City to Contractor shall be addressed to: Con-Quest Contractors, Inc. 290 Toland Street San Francisco, Ca 94124 Attn: Paul Loukianoff 13.3 Change of Address. In advance of any change of address, Contractor shall notify City of the change of address in writing. Each party may, by written notice only, add, delete or replace any individuals to whom and addresses to which notice shall be provided. SECTION 14 DEFAULT. 14.1 Notice of Default. In the event that City determines, in its sole discretion, that Contractor has failed or refused to perform any of the obligations set forth in the Contract Documents, or is in breach of any provision of the Contract Documents, City may give written notice of default to Contractor in the manner specified for the giving of notices in the Construction Contract, with a copy to Contractor’s performance bond surety. 14.2 Opportunity to Cure Default. Except for emergencies, Contractor shall cure any default in performance of its obligations under the Contract Documents within two (2) Days (or such shorter time as City may reasonably require) after receipt of written notice. However, if the breach cannot be reasonably cured within such time, Contractor will commence to cure the breach within two (2) Days (or such shorter time as City may reasonably require) and will diligently and continuously prosecute such cure to completion within a reasonable time, which shall in no event be later than ten (10) Days after receipt of such written notice. Invitation for Bid (IFB) Package 13 Rev. April 27, 2016 CONSTRUCTION CONTRACT SECTION 15 CITY'S RIGHTS AND REMEDIES. 15.1 Remedies Upon Default. If Contractor fails to cure any default of this Construction Contract within the time period set forth above in Section 14, then City may pursue any remedies available under law or equity, including, without limitation, the following: 15.1.1 Delete Certain Services. City may, without terminating the Construction Contract, delete certain portions of the Work, reserving to itself all rights to Losses related thereto. 15.1.2 Perform and Withhold. City may, without terminating the Construction Contract, engage others to perform the Work or portion of the Work that has not been adequately performed by Contractor and withhold the cost thereof to City from future payments to Contractor, reserving to itself all rights to Losses related thereto. 15.1.3 Suspend The Construction Contract. City may, without terminating the Construction Contract and reserving to itself all rights to Losses related thereto, suspend all or any portion of this Construction Contract for as long a period of time as City determines, in its sole discretion, appropriate, in which event City shall have no obligation to adjust the Contract Sum or Contract Time, and shall have no liability to Contractor for damages if City directs Contractor to resume Work. 15.1.4 Terminate the Construction Contract for Default. City shall have the right to terminate this Construction Contract, in whole or in part, upon the failure of Contractor to promptly cure any default as required by Section 14. City’s election to terminate the Construction Contract for default shall be communicated by giving Contractor a written notice of termination in the manner specified for the giving of notices in the Construction Contract. Any notice of termination given to Contractor by City shall be effective immediately, unless otherwise provided therein. 15.1.5 Invoke the Performance Bond. City may, with or without terminating the Construction Contract and reserving to itself all rights to Losses related thereto, exercise its rights under the Performance Bond. 15.1.6 Additional Provisions. All of City’s rights and remedies under this Construction Contract are cumulative, and shall be in addition to those rights and remedies available in law or in equity. Designation in the Contract Documents of certain breaches as material shall not waive the City’s authority to designate other breaches as material nor limit City’s right to terminate the Construction Contract, or prevent the City from terminating the Agreement for breaches that are not material. City’s determination of whether there has been noncompliance with the Construction Contract so as to warrant exercise by City of its rights and remedies for default under the Construction Contract, shall be binding on all parties. No termination or action taken by City after such termination shall prejudice any other rights or remedies of City provided by law or equity or by the Contract Documents upon such termination; and City may proceed against Contractor to recover all liquidated damages and Losses suffered by City. 15.2 Delays by Sureties. Time being of the essence in the performance of the Work, if Contractor’s surety fails to arrange for completion of the Work in accordance with the Performance Bond, within seven (7) calendar days from the date of the notice of termination, Contractor’s surety shall be deemed to have waived its right to complete the Work under the Contract, and City may immediately make arrangements for the completion of the Work through use of its own forces, by hiring a replacement contractor, or by any other means that City determines advisable under the circumstances. Contractor and its surety shall be jointly and severally Invitation for Bid (IFB) Package 14 Rev. April 27, 2016 CONSTRUCTION CONTRACT liable for any additional cost incurred by City to complete the Work following termination. In addition, City shall have the right to use any materials, supplies, and equipment belonging to Contractor and located at the Worksite for the purposes of completing the remaining Work. 15.3 Damages to City. 15.3.1 For Contractor's Default. City will be entitled to recovery of all Losses under law or equity in the event of Contractor’s default under the Contract Documents. 15.3.2 Compensation for Losses. In the event that City's Losses arise from Contractor’s default under the Contract Documents, City shall be entitled to deduct the cost of such Losses from monies otherwise payable to Contractor. If the Losses incurred by City exceed the amount payable, Contractor shall be liable to City for the difference and shall promptly remit same to City. 15.4 Suspension by City 15.4.1 Suspension for Convenience. City may, at any time and from time to time, without cause, order Contractor, in writing, to suspend, delay, or interrupt the Work in whole or in part for such period of time, up to an aggregate of fifty percent (50%) of the Contract Time. The order shall be specifically identified as a Suspension Order by City. Upon receipt of a Suspension Order, Contractor shall, at City’s expense, comply with the order and take all reasonable steps to minimize costs allocable to the Work covered by the Suspension Order. During the Suspension or extension of the Suspension, if any, City shall either cancel the Suspension Order or, by Change Order, delete the Work covered by the Suspension Order. If a Suspension Order is canceled or expires, Contractor shall resume and continue with the Work. A Change Order will be issued to cover any adjustments of the Contract Sum or the Contract Time necessarily caused by such suspension. A Suspension Order shall not be the exclusive method for City to stop the Work. 15.4.2 Suspension for Cause. In addition to all other remedies available to City, if Contractor fails to perform or correct work in accordance with the Contract Documents, City may immediately order the Work, or any portion thereof, suspended until the cause for the suspension has been eliminated to City’s satisfaction. Contractor shall not be entitled to an increase in Contract Time or Contract Price for a suspension occasioned by Contractor’s failure to comply with the Contract Documents. City’s right to suspend the Work shall not give rise to a duty to suspend the Work, and City’s failure to suspend the Work shall not constitute a defense to Contractor’s failure to comply with the requirements of the Contract Documents. 15.5 Termination Without Cause. City may, at its sole discretion and without cause, terminate this Construction Contract in part or in whole upon written notice to Contractor. Upon receipt of such notice, Contractor shall, at City’s expense, comply with the notice and take all reasonable steps to minimize costs to close out and demobilize. The compensation allowed under this Paragraph 15.5 shall be the Contractor’s sole and exclusive compensation for such termination and Contractor waives any claim for other compensation or Losses, including, but not limited to, loss of anticipated profits, loss of revenue, lost opportunity, or other consequential, direct, indirect or incidental damages of any kind resulting from termination without cause. Termination pursuant to this provision does not relieve Contractor or its sureties from any of their obligations for Losses arising from or related to the Work performed by Contractor. Invitation for Bid (IFB) Package 15 Rev. April 27, 2016 CONSTRUCTION CONTRACT 15.5.1 Compensation. Following such termination and within forty-five (45) Days after receipt of a billing from Contractor seeking payment of sums authorized by this Paragraph 15.5.1, City shall pay the following to Contractor as Contractor’s sole compensation for performance of the Work : .1 For Work Performed. The amount of the Contract Sum allocable to the portion of the Work properly performed by Contractor as of the date of termination, less sums previously paid to Contractor. .2 For Close-out Costs. Reasonable costs of Contractor and its Subcontractors: (i) Demobilizing and (ii) Administering the close-out of its participation in the Project (including, without limitation, all billing and accounting functions, not including attorney or expert fees) for a period of no longer than thirty (30) Days after receipt of the notice of termination. .3 For Fabricated Items. Previously unpaid cost of any items delivered to the Project Site which were fabricated for subsequent incorporation in the Work. .4 Profit Allowance. An allowance for profit calculated as four percent (4%) of the sum of the above items, provided Contractor can prove a likelihood that it would have made a profit if the Construction Contract had not been terminated. 15.5.2 Subcontractors. Contractor shall include provisions in all of its subcontracts, purchase orders and other contracts permitting termination for convenience by Contractor on terms that are consistent with this Construction Contract and that afford no greater rights of recovery against Contractor than are afforded to Contractor against City under this Section. 15.6 Contractor’s Duties Upon Termination. Upon receipt of a notice of termination for default or for convenience, Contractor shall, unless the notice directs otherwise, do the following: (i) Immediately discontinue the Work to the extent specified in the notice; (ii) Place no further orders or subcontracts for materials, equipment, services or facilities, except as may be necessary for completion of such portion of the Work that is not discontinued; (iii) Provide to City a description in writing, no later than fifteen (15) days after receipt of the notice of termination, of all subcontracts, purchase orders and contracts that are outstanding, including, without limitation, the terms of the original price, any changes, payments, balance owing, the status of the portion of the Work covered and a copy of the subcontract, purchase order or contract and any written changes, amendments or modifications thereto, together with such other information as City may determine necessary in order to decide whether to accept assignment of or request Contractor to terminate the subcontract, purchase order or contract; (iv) Promptly assign to City those subcontracts, purchase orders or contracts, or portions thereof, that City elects to accept by assignment and cancel, on the most favorable terms reasonably possible, all subcontracts, purchase orders or contracts, or portions thereof, that City does not elect to accept by assignment; and (v) Thereafter do only such Work as may be necessary to preserve and protect Work already in progress and to protect materials, plants, and equipment on the Project Site or in transit thereto. Upon termination, whether for cause or for convenience, the provisions of the Contract Documents remain in effect as to any Claim, indemnity obligation, warranties, guarantees, Invitation for Bid (IFB) Package 16 Rev. April 27, 2016 CONSTRUCTION CONTRACT submittals of as-built drawings, instructions, or manuals, or other such rights and obligations arising prior to the termination date. SECTION 16 CONTRACTOR'S RIGHTS AND REMEDIES. 16.1 Contractor’s Remedies. Contractor may terminate this Construction Contract only upon the occurrence of one of the following: 16.1.1 For Work Stoppage. The Work is stopped for sixty (60) consecutive Days, through no act or fault of Contractor, any Subcontractor, or any employee or agent of Contractor or any Subcontractor, due to issuance of an order of a court or other public authority other than City having jurisdiction or due to an act of government, such as a declaration of a national emergency making material unavailable. This provision shall not apply to any work stoppage resulting from the City’s issuance of a suspension notice issued either for cause or for convenience. 16.1.2 For City's Non-Payment. If City does not make pay Contractor undisputed sums within ninety (90) Days after receipt of notice from Contractor, Contractor may terminate the Construction Contract (30) days following a second notice to City of Contractor’s intention to terminate the Construction Contract. 16.2 Damages to Contractor. In the event of termination for cause by Contractor, City shall pay Contractor the sums provided for in Paragraph 15.5.1 above. Contractor agrees to accept such sums as its sole and exclusive compensation and agrees to waive any claim for other compensation or Losses, including, but not limited to, loss of anticipated profits, loss of revenue, lost opportunity, or other consequential, direct, indirect and incidental damages, of any kind. SECTION 17 ACCOUNTING RECORDS. 17.1 Financial Management and City Access. Contractor shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Construction Contract in accordance with generally accepted accounting principles and practices. City and City's accountants during normal business hours, may inspect, audit and copy Contractor's records, books, estimates, take-offs, cost reports, ledgers, schedules, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to this Project. Contractor shall retain these documents for a period of three (3) years after the later of (i) Final Payment or (ii) final resolution of all Contract Disputes and other disputes, or (iii) for such longer period as may be required by law. Invitation for Bid (IFB) Package 17 Rev. April 27, 2016 CONSTRUCTION CONTRACT 17.2 Compliance with City Requests. Contractor's compliance with any request by City pursuant to this Section 17 shall be a condition precedent to filing or maintenance of any legal action or proceeding by Contractor against City and to Contractor's right to receive further payments under the Contract Documents. City many enforce Contractor’s obligation to provide access to City of its business and other records referred to in Section 17.1 for inspection or copying by issuance of a writ or a provisional or permanent mandatory injunction by a court of competent jurisdiction based on affidavits submitted to such court, without the necessity of oral testimony. SECTION 18 INDEPENDENT PARTIES. 18.1 Status of parties. Each party is acting in its independent capacity and not as agents, employees, partners, or joint ventures’ of the other party. City, its officers or employees shall have no control over the conduct of Contractor or its respective agents, employees, subconsultants, or subcontractors, except as herein set forth. SECTION 19 NUISANCE. 19.1 Nuisance Prohibited. Contractor shall not maintain, commit, nor permit the maintenance or commission of any nuisance in connection in the performance of services under this Construction Contract. SECTION 20 PERMITS AND LICENSES. 20.1 Payment of Fees. Except as otherwise provided in the Special Provisions and Technical Specifications, The Contractor shall provide, procure and pay for all licenses, permits, and fees, required by the City or other government jurisdictions or agencies necessary to carry out and complete the Work. Payment of all costs and expenses for such licenses, permits, and fees shall be included in one or more Bid items. No other compensation shall be paid to the Contractor for these items or for delays caused by non-City inspectors or conditions set forth in the licenses or permits issued by other agencies. SECTION 21 WAIVER. 21.1 Waiver. A waiver by either party of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. Invitation for Bid (IFB) Package 18 Rev. April 27, 2016 CONSTRUCTION CONTRACT SECTION 22 GOVERNING LAW AND VENUE; COMPLIANCE WITH LAWS. 22.1 Governing Law. This Construction Contract shall be construed in accordance with and governed by the laws of the State of California, and venue shall be in a court of competent jurisdiction in the County of Santa Clara, and no other place. 22.2 Compliance with Laws. Contractor shall comply with all applicable federal and California laws and city laws, including, without limitation, ordinances and resolutions, in the performance of work under this Construction Contract. 22.2.1 Palo Alto Minimum Wage Ordinance. Contractor shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be 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, Contractor 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, Contractor shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 23 COMPLETE AGREEMENT. 23.1 Integration. This Agreement represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This Agreement may be amended only by a written instrument, which is signed by the parties. SECTION 24 SURVIVAL OF CONTRACT. 24.1 Survival of Provisions. The provisions of the Construction Contract which by their nature survive termination of the Construction Contract or Final Completion, including, without limitation, all warranties, indemnities, payment obligations, and City’s right to audit Contractor’s books and records, shall remain in full force and effect after Final Completion or any termination of the Construction Contract. SECTION 25 PREVAILING WAGES. This Project is not subject to prevailing wages. Contractor is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7, if the public works contract does not include a project of $25,000 or less, when the project is for construction work, or the contract does not include a project of $15,000 or less, when the project is for alteration, demolition, repair, or maintenance (collectively, ‘improvement’) work. Or Contractor is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work Invitation for Bid (IFB) Package 19 Rev. April 27, 2016 CONSTRUCTION CONTRACT in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the Purchasing Division’s office of the City of Palo Alto. Contractor shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. SECTION 26 NON-APPROPRIATION. 26.1 Appropriations. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that the City does not appropriate funds for the following fiscal year for this event, 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 Construction Contract 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 27 AUTHORITY. 27.1 Representation of Parties. The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. SECTION 28 COUNTERPARTS 28.1 Multiple Counterparts. This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. SECTION 29 SEVERABILITY. 29.1 Severability. In case a provision of this Construction Contract is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected. SECTION 30 STATUTORY AND REGULATORY REFERENCES. 30.1 Amendments to Laws. With respect to any amendments to any statutes or regulations referenced in these Contract Documents, the reference is deemed to be the version in effect on the date that the Contract was awarded by City, unless otherwise required by law. SECTION 31 WORKERS’ COMPENSATION CERTIFICATION. 31.1 Workers Compensation. Pursuant to Labor Code Section 1861, by signing this Contract, Contractor certifies as follows: Invitation for Bid (IFB) Package 20 Rev. April 27, 2016 CONSTRUCTION CONTRACT “I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work on this Contract.” SECTION 32 DIR REGISTRATION AND OTHER SB 854 REQUIREMENTS. 32.1 General Notice to Contractor. City requires Contractor and its listed subcontractors to comply with the requirements of SB 854. 32.2 Labor Code section 1771.1(a) City provides notice to Contractor of the requirements of California Labor Code section 1771.1(a), which reads: “A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contactor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.” 32.3 DIR Registration Required. City will not accept a bid proposal from or enter into this Construction Contract with Contractor without proof that Contractor and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. 32.4 Posting of Job Site Notices. City gives notice to Contractor and its listed subcontractors that Contractor is required to post all job site notices prescribed by law or regulation and Contractor is subject to SB 854-compliance monitoring and enforcement by DIR. 32.5 Payroll Records. City requires Contractor and its listed subcontractors to comply with the requirements of Labor Code section 1776, including: (i) Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, Contractor and its listed subcontractors, in connection with the Project. (ii) The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of Contractor and its listed subcontractors, respectively. Invitation for Bid (IFB) Package 21 Rev. April 27, 2016 CONSTRUCTION CONTRACT (iii) At the request of City, acting by its project manager, Contractor and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of City’s request. City requests Contractor and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project. (iv) If the certified payroll records are not produced to the project manager within the 10-day period, then Contractor and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and City shall withhold the sum total of penalties from the progress payment(s) then due and payable to Contractor. This provision supplements the provisions of Section 15 hereof. (v) Inform the project manager of the location of contractor’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records. IN WITNESS WHEREOF, the parties have caused this Construction Contract to be executed the date and year first above written. CITY OF PALO ALTO ____________________________ Purchasing Manager City Manager APPROVED AS TO FORM: ____________________________ City Attorney or designee APPROVED: ____________________________ Public Works Director CONTRACTOR By:___________________________ Name:________________________ Title:__________________________ Date: _________________________ Lincoln -tion Map: ol to ALMa St. Loe.a M'cicHeflelci R , Avenue, I DESCRIPTION, WITH UNIT PRICE IN WORDS (EACH BID ITEM SHALL INCLUDE ALL APPLICABLE TAXES, PROFIT, INSURANCE, BONDS, AND OTHER OVERHEAD) Mobilization ( ) Traffic Control ( ) Inert Solids Recycling ( ) Sheeting, Shoring, and Bracing ( ) Pothole Ex. Underground Utilities (Including Main and Laterals) ( ) Adjust Utility Boxes and Monuments to Finish Grade ( ) Replace City Std. Speed Table ( ) Replace Traffic Striping and Legends ( ) Install 42-inch HDPE (Including Sawcutting, Demo of Existing Pavement, Excavation, Removal of Existing Storm Drain Pipe, Grouting, Bedding, Controlled Density Back Fill till bottom of Asphalt Pavement, Anchoring, all fittings and connections to the new storm drain manhole or storm drain vault, and trench restoration) ( ) 150,000.00 150,000.00 15,000.00 15,000.00 ATTACHMENT C: LINCOLN AVENUE STORM DRAIN IMPROVEMENT PROJECT PH III (MIDDLEFIELD ROAD TO ALMA STREET BID ITEMIZED SUMMARY BID OPENING DATE: JUNE 2, 2016 3,750.00375.00 6,775.00 6,775.00 13,760.00 1,337,700.00 330,000.00 50,000.00 15,000.00 50,000.00 4,580.00 330,000.00 50,000.00 15,000.00 50,000.00 458.00 RANGER PIPELINE 5,000.00 7,500.00 7,500.00 $750.00 $7,500.00 5,000.00 25,000.00 25,000.00 50,000.00 50,000.00 1,000.00 10,000.00 500.00 5,000.00 535.00 2,086,500.00 13,760.00 343.00 CON-QUEST (LOWEST BIDDER) UNIT PRICE ($)TOTAL ITEM PRICE ($)UNIT PRICE ($)TOTAL ITEM PRICE ($) ENGINEER'S ESTIMATE $5,000.00 7 1 LS $5,000.00 $5,000.00 $1,950,000.0093900 $10,000.00 TOTAL ITEM PRICE ($) 1 1 LS $150,000.00 $150,000.00 4 1 LS $75,000.00 $75,000.00 2 1 LS $100,000.00 $100,000.00 3 1 LS $50,000.00 $50,000.00 BID ITEM APPROX.Q TY.UNIT UNIT PRICE ($) LF $500.00 5 10 EA 6 10 EA $500.00 8 1 LS $10,000.00 DESCRIPTION, WITH UNIT PRICE IN WORDS (EACH BID ITEM SHALL INCLUDE ALL APPLICABLE TAXES, PROFIT, INSURANCE, BONDS, AND OTHER OVERHEAD) RANGER PIPELINECON-QUEST (LOWEST BIDDER) UNIT PRICE ($)TOTAL ITEM PRICE ($)UNIT PRICE ($)TOTAL ITEM PRICE ($) ENGINEER'S ESTIMATE TOTAL ITEM PRICE ($)BID ITEM APPROX.Q TY.UNIT UNIT PRICE ($) Install 30-inch HDPE (Including Sawcutting, Demo of Existing Pavement, Excavation, Removal of Existing Storm Drain Pipe, Grouting, Bedding, Controlled Density Back Fill till bottom of Asphalt Pavement, Anchoring, all Fittings and connections to the new storm drain manhole or storm drain vault and trench restoration per City Std.) ( ) Remove and replace an 12-inch RCP Storm Drain Pipes with 18" HDPE Pipe ( (Including Sawcutting, Demo of Existing Pavement, Excavation, Removal of Existing Storm Drain Pipe, Grouting, Bedding, Controlled Density Back Fill till bottom of Asphalt Pavement, Anchoring, all Fittings and connections to the new/existing storm drain manhole and trench restoration per City Std.) ( ) Reconnect Ex. 12-inch RCP Storm Drain Pipes to New Storm Drain Manholes or Vaults ( ) Install new 12-inch C900 PVC Pipe (Including Sawcutting, Demo of Existing Pavement, Excavation, Grouting, Bedding, connections to new Storm Drain Manholes and Control Density fill till bottom of Asphalt Pavement, and trench restoration per City Std) ( ) Install 5' X 5' Reinforced Concrete Box (RCB)/SD Vault Siphon (Includes removal of existing SDMH) ( ) Install 5' X 5' RCB Per Detail D2 (Includes the removal of existing SDMH) ( ) Install 5' X 4' RCB Per Detail D2 (Includes the removal of existing SDMH) ( ) 10,000.00 300.00 49,500.00 15,000.00 210,000.00 16,250.00 78,375.00 224,000.00 30,000.00 52,000.00 18,000.00 36,000.00 18,000.00 72,000.00 12,000.00 1,000.001,625.00 475.00 16,000.00 15,000.00 196,620.00 17,000.00 339.00 425.00 13,000.00 525.00 304,500.00 14 14 EA $15,000.00 $210,000.00 11 40 LF $200.00 $8,000.00 $15,000.00 13 165 LF $250.00 $41,250.00 $36,000.00 EA $1,500.00 2 EA $10,000.00 $20,000.00 12 10 15 300.00 10 580 LF $350.00 $203,000.00 16 4 EA $9,000.00 DESCRIPTION, WITH UNIT PRICE IN WORDS (EACH BID ITEM SHALL INCLUDE ALL APPLICABLE TAXES, PROFIT, INSURANCE, BONDS, AND OTHER OVERHEAD) RANGER PIPELINECON-QUEST (LOWEST BIDDER) UNIT PRICE ($)TOTAL ITEM PRICE ($)UNIT PRICE ($)TOTAL ITEM PRICE ($) ENGINEER'S ESTIMATE TOTAL ITEM PRICE ($)BID ITEM APPROX.Q TY.UNIT UNIT PRICE ($) Remove existing catch basin and replace with w/ City standard catch basin per dwg. No. 301 ( ) Install City std. catch basin per Dwg. No. 301 w/ City standard catch basin per dwg. No. 301 ( ) Remove ex. Catch basin and install modified catch basin for 30" HDPE pipe ( ) Video Inspection of New Storm Drain Pipeline ( ) Contractor to relocate 1" water service to avoid conflict w/ proposed storm drain pipe per 2015 City of Palo Alto Utilities Standard. (City to provide water meter) ( ) Relocate Ex. 6" PVC Water Main Per 2015 City Palo Alto Utilities Std. ( ) Relocate Ex.4" CIP Water Main Per 2015 City Palo Alto Utilities Std. ( ) Relocate Ex. 12" DIP Water Main Per 2015 City Palo Alto Utilities Std. ( ) Contractor to relocate 16" ACP water main to avoid conflict w/ proposed storm drain pipe per 2015 City of Palo Alto Utilities Standard. ( ) Contractor to relocate 8" ACP water main to avoid conflict w/ proposed storm drain pipe per 2015 City of Palo Alto Utilities Standard.( ) Contractor to relocate 8" CIP water main to avoid conflict w/ proposed storm drain pipe per 2015 City of Palo Alto Utilities Standard. ( ) Remove and Plug Abandoned Water Main $10,000.00 $1,000.00 $2,000.00 $10,000.00 $10,000.00 $10,000.00 $20,000.00 $20,000.00 $10,000.00 $20,000.00 Water Utility Relocations $10,000.00 $10,000.00 3,000.00 12,000.00 5,000.00 5,000.00 3.00 14,040.00 $2,000.00 $32,000.00 $10,000.00 $30,000.00 $5,000.00 $9,000.00 $6,970.00 $3,150.00 $3,250.00$1,625.00 14,805.00 3,000.00 9,000.00 $5,000.00 4,935.00 5,340.00 1.65 8,485.00 $32,000.00 $18,000.00 $5,000.00 $9,000.00 $3,485.00 $3,150.00 21,360.00 8,485.00 7,722.00 $2,000.00 $6,000.00 $5,500.00 $5,500.00 Water Utility Relocations $5,000.00 $15,000.00 $12,000.00 $12,000.00 EA $3,000.00 $12,000.00 24 1 EA 17 3 EA 1 EA $12,000.00 $12,000.00 25 22 3 EA $10,000.00 2 EA $1,000.00 $2,000.00 $3,000.00 $3,000.00 Water Utility Relocations $12,000.00 $24,000.00 18 23 1 21 $1,500.00 $24,000.00 28 $3.00 $14,040.00 $30,000.00 4 27 2 EA 1 EA $15,000.00 $15,000.00 19 1 EA EA $5,000.00 16 EA 20 4680 LF 29 DESCRIPTION, WITH UNIT PRICE IN WORDS (EACH BID ITEM SHALL INCLUDE ALL APPLICABLE TAXES, PROFIT, INSURANCE, BONDS, AND OTHER OVERHEAD) RANGER PIPELINECON-QUEST (LOWEST BIDDER) UNIT PRICE ($)TOTAL ITEM PRICE ($)UNIT PRICE ($)TOTAL ITEM PRICE ($) ENGINEER'S ESTIMATE TOTAL ITEM PRICE ($)BID ITEM APPROX.Q TY.UNIT UNIT PRICE ($) ( ) Line stop on 6" PVC water, includes insertion valves and other accessories for complete installation. ( ) Line stop on 4" CIP water, includes insertion valves and other accessories for complete installation. Line stop on 16" ACP water, includes insertion valves and other accessories for complete installation. Line stop on 8" ACP water, includes insertion valves and other accessories for complete installation. Line stop on 8" CIP water, includes insertion valves and other accessories for complete installation. Relocate Ex. 6" water valve. Install new 8" HDPE SS Main (Including Sawcutting, Demo of Existing Pavement, Excavation, Removal of Existing Storm Drain Pipe, Grouting, Bedding, Controlled Density Back Fill till bottom of Asphalt Pavement) ( ) Install 4" HDPE Sewer Laterals from existing Cleanouts to the New 8" HDPE SS Main Per City Standard. Abandon the original connections of the laterals from existing 6" SS Main per 2015 City of Palo Alto Utilities Std. ( ) Install new SS clean out per 2015 City of Palo Alto Utilities Std. Dwg. ( ) Install new SSMH per 2015 City of Palo Alto Utilities Std. Dwg. ( ) Video Inspection of New Sanitary Pipeline ( ) Relocate Ex. street light conduit per City Std. (Coordinate relocation with City of Palo Alto) ( ) Street Light Relocation Street Light Relocation $1.65 $3,432.00 9,250.00 27,750.00 $3.00 $6,240.00 3,000.00 9,000.00 $5,000.00 $60,000.00$6,500.00 $78,000.00 $6,445.00 $38,670.00 $3,120.00 $6,240.00 $15,980.00 $31,960.00 $8,210.00 $32,840.00 $2,000.00 $44,000.00 $1,000.00 $6,000.00 $8,210.00 $16,420.00 $5,000.00 $5,000.00 Sewer Utility Installation and Relocations $240.00 $499,200.00 $31,960.00 $32,840.00 $16,420.00 $1,770.00 $195.00 $405,600.00 Sewer Utility Installation and Relocations $38,670.00 $3,120.00 $15,980.00 $8,210.00 $8,210.00 $1,770.00 $6,445.00 $3,000.00 $4,000.00 $66,000.00 $24,000.00 $6,240.00 9,000.003,000.00EA341 Street Light Relocation 6,240.00 39 12 EA 6,000.00 72,000.00 33 30 6 EA $10,000.00 Sewer Utility Installation and Relocations $10,000.00 $20,000.00 $15,000.00 $30,000.00 1 EA $7,500.00 $7,500.00 6,000.00 36 2080 LF 31 2 EA $60,000.00 $48,000.00 32 2 EA 4 EA $12,000.00 34 2 EA 250.00 520,000.00 22 EA 5,000.00 110,000.0037 35 38 6 EA 1,000.00 $12,000.00 $24,000.00 40 2080 LF 3.00 DESCRIPTION, WITH UNIT PRICE IN WORDS (EACH BID ITEM SHALL INCLUDE ALL APPLICABLE TAXES, PROFIT, INSURANCE, BONDS, AND OTHER OVERHEAD) RANGER PIPELINECON-QUEST (LOWEST BIDDER) UNIT PRICE ($)TOTAL ITEM PRICE ($)UNIT PRICE ($)TOTAL ITEM PRICE ($) ENGINEER'S ESTIMATE TOTAL ITEM PRICE ($)BID ITEM APPROX.Q TY.UNIT UNIT PRICE ($) Base Bid Total 3,966,530.00 3,293,734.00 3,977,610.00 1 1 LS Design, install and remove sheeting, shoring, bracing & other excavation supports.9,500.00 9,500.00 30,000.00 30,000.00 ( ) 2 1 LS Recycle asphalt, concrete and soil.10,000.00 10,000.00 10,000.00 10,000.00 ( ) 3 933 LF Replace existing 6-inch VCP with 8-inch HDPE pipe by pipe-bursting method.68.00 63,444.00 196.00 182,868.00 ( ) 4 4 EA Replace existing 4-inch sewer lateral by pipe- bursting method.2,650.00 10,600.00 3,500.00 14,000.00 ( ) 5 2 EA Replace existing 4-inch sewer lateral by open trench method.3,600.00 7,200.00 5,000.00 10,000.00 ( ) 6 3 EA Reconnect existing 4-inch lateral to new sewer main.850.00 2,550.00 1,500.00 4,500.00 ( ) 7 1 EA Remove existing manhole and replace with new 48- inch manhole.6,900.00 6,900.00 6,900.00 6,900.00 ( ) 8 2 EA Remove existing lamphole or flush inlet and replace with new 48-inch manhole. 6,250.00 12,500.00 6,900.00 13,800.00 ( ) 9 933 LF Cleaning & video inspection of mains. 2.00 1,866.00 3.60 3,358.80 ( ) ALT BID TOTAL 124,560.00 275,426.80 CONTRACTOR 1 CONTRACTOR 2 GRAND TOTAL >>$3,418,294.00 GRAND TOTAL>>$4,253,036.80GRAND TOTAL (bid Items 1-41) ENGINEER'S ESTIMATE>>$3,966,530.00 II. BID ALTERNATE City of Palo Alto (ID # 6967) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/20/2016 City of Palo Alto Page 1 Summary Title: NCPA Professional Services Agreement Title: Adoption of a Resolution Approving a Professional Services Agreement Between the Northern California Power Agency and the Cities of Palo Alto and Santa Clara for Electric Transmission, Generation and Regulatory Consulting Services for a one Year Term From: City Manager Lead Department: Utilities Recommendation Staff recommends that Council adopt a resolution authorizing the City Manager, or his designee, to execute the Professional Services Agreement between the Northern California Power Agency and the Cities of Palo Alto and Santa Clara for Electric Transmission, Generation and Regulatory Consulting Services for a one year contract term for Fiscal Year 2017. The City’s share of the cost of the contract is capped at $146,662 over the contract term. Executive Summary The Northern California Power Agency (NCPA) provides contract management services to the Cities of Palo Alto and Santa Clara for consulting services related to electric transmission issues affecting them both. For consulting agreements executed by NCPA on behalf of one, or a subset of, NCPA members, and to which the members are not a party, NCPA requires that those members enter into a Professional Services Agreement with NCPA. The approval of this Professional Services Agreement with NCPA (Attachment B) is the subject of this report. NCPA has a separate contract with Flynn Resource Consultants, Inc. (Flynn RCI) to provide electric transmission consulting services to Palo Alto and Santa Clara. The current contract between NCPA and Flynn RCI, initially executed in June 2015, expires on June 30, 2016, and NCPA is amending its agreement with Flynn RCI to extend until June 30, 2017. Palo Alto’s share of the one year Flynn RCI contract and NCPA’s contract management fees will cost up to a maximum of $146,662 for FY 2017. A major benefit from these services is positioning Palo Alto to critically review transmission projects that will result in increases in high voltage transmission charges, which are estimated to increase over the next five years from $9.5 million to $12.7 million annually for the City’s electric utility. Background NCPA is a joint powers agency whose members are publicly owned electric utilities, including Palo Alto (City). NCPA arranges for delivery of the City’s electric power on the electric transmission City of Palo Alto Page 2 system to the point of interconnection with the City’s distribution system, and manages electric resources that the City jointly owns with other NCPA members. Following the 2000/2001 California electricity market crisis, the California Independent System Operator (CAISO) initiated a major redesign of the state’s electricity markets, in which the City participated with the consulting assistance of Flynn RCI. The Cities of Palo Alto, Alameda, and Santa Clara identified common interests in advocating for certain market design proposals, and formed the group referred to as the Bay Area Municipal Transmission Group, or BAMx. Recognizing their need for technical and regulatory consulting services, the BAMx members considered ways to reduce costs by sharing a consultant. The options considered included forming a new joint powers agency that would then retain a consultant; entering into three separate consulting agreements with one consulting company; or working through NCPA. At the time the members decided that the best alternative was to ask NCPA to provide the consulting services, thereby reducing administrative costs and facilitating coordination with other NCPA members with common interests. Subsequently, in 2003, the BAMx members requested that NCPA provide professional consulting services related to electric transmission, power generation, regulatory issues, and electric market design issues affecting the three cities. The wider NCPA membership was not engaged in the issues of interest to BAMx, so on March 1, 2003 NCPA entered into a consulting agreement with Flynn RCI to provide these services to the BAMx members. Since March 2003, Flynn RCI has been representing BAMx in Bay Area electric transmission expansion planning processes, at CAISO proceedings related to electric market design in California, in filings at the Federal Energy Regulatory Commission, and in other regional electric transmission planning venues. BAMx, through Flynn RCI, its consultant, has also advocated for improved reliability of electricity transmission service in and to the Bay Area, has influenced the CAISO’s electric transmission planning process to provide for more effective stakeholder participation, and has persuaded the CAISO to take on the responsibility of forecasting the rapidly increasing transmission access charges. BAMx has also had some success in influencing the transmission interconnection process, thereby lowering the anticipated transmission access charge increases. Specific examples of recent activities that have resulted from the ongoing partnership between BAMx, NCPA and Flynn are listed below: Active participation in the CAISO’s regionalization efforts. The CAISO is currently looking at options to expand its footprint to include PacifiCorp (an electric power company operating throughout the Northwestern United States). While expansion of the CAISO could bring benefits to California, the CAISO’s original proposal would have exposed California ratepayers to billions of dollars in increased transmission charges, which could increase Palo Alto’s electric transmission costs by $2-$4million per year. BAMx has leveraged its relationship with NCPA and the California Municipal Utilities Association to intervene in the CAISO’s regionalization proceedings and advocate for the City’s electric rate payers. BAMx members have also received encouragement from California legislative staff to continue our rate payer advocacy activities at the CAISO. City of Palo Alto Page 3 Participation in California Public Utilities Commission (CPUC) regulatory proceedings to question the need for a major transmission projects in Southern California, the cost of which is spread to Northern California ratepayers. Development of a transmission cost forecasting model that became the basis for a CAISO forecasting model. The model provides information on the impacts of future transmission projects to electric ratepayers. Discussion As the current contract between NCPA and Flynn RCI expires on June 30, 2016, NCPA staff is preparing to extend the agreement to continue the consulting services from Flynn RCI for FY 2017, and this agreement is provided for information in Attachment C. Also this year, Alameda is leaving the BAMx group and so the total budget for the consulting services has been reduced by $110,000 to $650,000. NCPA requires the remaining two BAMx members to execute a new Professional Services Agreement for FY 2017, which is the subject of this report and the attached Resolution. The Professional Services Agreement between NCPA and the BAMx members (Attachment B) states that NCPA is performing or providing these services at the request of the BAMx members, and formalizes NCPA’s role in processing invoices from Flynn RCI and allocating the monthly charges to each BAMx member. The allocation of charges between the BAMx members is in proportion to each member’s share of energy delivered in the calendar year prior to the contract term. For the contract period (July 1, 2016 through June 30, 2017), the City’s share is 22.306% based on energy deliveries in calendar year 2015. With the total contract amount decrease of $110,000 from last year and changes in energy deliveries in 2015 relative to Santa Clara, Palo Alto’s share is reduced by $15,886. The detailed cost allocation to the BAMx members is provided in Table 1. Table 1: Contract Cost Allocation % Share Flynn Contract NCPA Admin Fee Total Palo Alto 22.306% $ 144,989 $ 1,673 $ 146,662 Santa Clara 77.694% $ 505,011 $ 5,827 $ 510,838 Total 100.000% $ 650,000 $ 7,500 $ 657,500 The agreement also contains provisions that limit NCPA’s liability and that of non-participating NCPA members, which NCPA requires in all of its agreements. The value to the City of participating in BAMx is the continued advocacy for fair and equitable electric market rules, beneficial electric transmission solutions, and effective stakeholder participation in electric transmission planning processes. BAMx takes a lead role in advocating for rigorous economic and needs analyses in the CAISO’s transmission planning proceedings to build new transmission to potential renewable electric resource sites in remote locations. To put this in context for Palo Alto, every $100 million in transmission investments in the CAISO increases the high voltage transmission charge by six to seven cents, resulting in an increase in annual costs for the City’s electric portfolio of $60-70,000 (about 0.7% of the City’s 2015 high voltage transmission access cost of $9.5 million). Resource Impact City of Palo Alto Page 4 The City’s share of the Flynn RCI contract is incorporated into the Electric Fund’s proposed budget for FY 2017. The Consulting Agreement between NCPA and Flynn RCI (Attachment C) specifies a not-to-exceed contract amount of $650,000 for FY 2017. NCPA will also charge an annual fee of $7,500 for monthly billing and contract preparation and review. The City’s share is 22.306% of the total cost, up to a maximum of $146,662 for the one-year contract term. Policy Implications Entering into this agreement does not create new policy, is consistent with existing policy, and is consistent with the Utilities Strategic Plan’s focus on system reliability and cost control. Environmental Review The Council’s adoption of a resolution authorizing the City Manager to execute the attached professional services agreement does not require review under the California Environmental Quality Act, because it does not meet Public Resources Code Section 21065’s definition of a “project”. Attachments: Attachment A: RESO NCPA Professional Services Agreement BAMx and Flynn RCI 6053772 (PDF) Attachment B: FY17 BAMx Professional Services Agreement V2. (PDF) Attachment C: FY17 Amendment No. 1 to the Consulting Services Agreement (PDF) NOT YET APPROVED 160526 jb 6053772 ATTACHMENT A Resolution No. _______ Resolution of the Council of the City of Palo Alto Authorizing the City Manager to Execute the Professional Services Agreement Between the Northern California Power Agency and the Cities of Palo Alto and Santa Clara For Electric Transmission, Generation and Regulatory Consulting Services R E C I T A L S A. The City of Palo Alto (“City”), a municipal utility and a chartered city, is a member of the Northern California Power Agency (“NCPA”). B. In 2003, Palo Alto, along with two other NCPA members, the Cities of Alameda and Santa Clara, formed the Bay Area Municipal Transmission Group (“BAMx”) and requested that NCPA provide professional consulting services related to electric transmission, power generation, regulatory issues, and electric market design issues affecting the BAMx members. C. Since 2003, NCPA has contracted with Flynn Resource Consultants, Inc. (“Flynn RCI”) to provide these consulting services to the BAMx members. D. The current contract between NCPA and Flynn RCI expires on June 30, 2016 and NCPA is amending the contract with Flynn RCI to continue to provide these consulting services for Fiscal Year (FY) 2017. E. In 2015, the City of Oakland, acting by and through its Board of Port Commissioners (the “Port of Oakland”) expressed a desire to join BAMx, and the BAMx members desired to add the Port of Oakland to their membership. F. In 2016, the Port of Oakland and City of Alameda both withdrew from BAMx membership (hereinafter, references to “BAMx” include the Cities of Palo Alto and Santa Clara). G. For consulting agreements executed by NCPA on behalf of one, or a subset of, NCPA members, NCPA requires that those members enter into a Professional Services Agreement with NCPA. H. The Professional Services Agreement between the BAMx members and NCPA specifies the terms and conditions under which NCPA will procure the requested professional consulting services from Flynn RCI and allocate charges between the BAMx members. The Council of the City of Palo Alto RESOLVES as follows: SECTION 1. The Council authorizes the City Manager, or his designee, to execute the Professional Services Agreement between the Northern California Power Agency and the Cities of Palo Alto and Santa Clara for Electric Transmission, Generation, and Regulatory Consulting services, in an amount not to exceed $146,662 for Palo Alto’s share for the one year contract term. SECTION 2. The Council finds that funds to cover the City’s share of the Flynn RCI contract are allocated in the Electric Fund’s proposed budget for FY 2017. NOT YET APPROVED 160526 jb 6053772 SECTION 3. The Council finds that the adoption of this resolution does not require review under the California Environmental Quality Act, because it does not meet Public Resources Code Section 21065’s definition of a “project”. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: __________________________ _____________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: ___________________________ _____________________________ Senior Deputy City Attorney City Manager _____________________________ Director of Utilities _____________________________ Director of Administrative Services 1 BAMx PROFESSIONAL SERVICES AGREEMENT PROFESSIONAL SERVICES AGREEMENT BETWEEN NORTHERN CALIFORNIA POWER AGENCY AND THE CITIES OF PALO ALTO AND SANTA CLARA (THE "BAY AREA MUNICIPAL TRANSMISSION SERVICES AGREEMENT" OR "BAMx AGREEMENT") This Professional Services Agreement (“Agreement”) is made by and between the NORTHERN CALIFORNIA POWER AGENCY (“NCPA”), a joint powers agency, the Cities of Palo Alto and Santa Clara (each referred to as a "Contracting Member" and jointly referred to as “Contracting Members” or "BAMx Participants"). NCPA and the Contracting Members are together sometimes referred to herein individually as a “Party” and collectively as “the Parties.” This Agreement is made as of ___________, 2016 (the “Effective Date”) in Roseville, California. Section 1. RECITALS This Agreement is entered into based on the following facts, among others: 1.1 NCPA is a public agency created by a joint powers agreement established under California law for the purpose of assisting its members in the efficient use of their common powers. 1.2 Contracting Members are engaged in, among other things, transmitting and distributing electric power within their respective corporate limits. Contracting Members are also each a member of NCPA. Contracting Members jointly desire that NCPA provide Contracting Members with the Services described in this Agreement. 1.3 Article III, section 3 of the “Amended and Restated Northern California Power Agency Joint Powers Agreement” (as amended and effective January 1, 2008) (hereinafter “JPA”) entitled “Powers and Functions” provides that "none of the debts, liabilities or obligations of NCPA shall be the debts, liabilities or obligations of any of the members of NCPA unless assumed in a particular case by resolution of the governing body of the member to be charged." Notwithstanding the foregoing, Article V, section 1 of the JPA entitled “General Provisions” provides that “[t]he governing Commission of NCPA is authorized to procure public liability and other insurance as it deems advisable to protect NCPA and each of the parties hereto, charging the cost thereof to the operating costs of NCPA.” 1.4 Contracting Members desire to secure NCPA’s Services under this Agreement in a manner that balances their interests and the interests of other NCPA members with the ongoing financial viability and professional responsibilities of NCPA. Accordingly, Contracting Members desire to secure NCPA’s Services under this Agreement by accepting a limited insurance based recourse against NCPA, with the option of procuring additional insurance at Contracting Members' sole expense. By so doing, the Parties thereby ensure that NCPA will substantially limit its risk for the provision of such Services and allocates risks back to the Contracting Members in the event NCPA is not adequately insured. ATTACHMENT B 2 BAMx PROFESSIONAL SERVICES AGREEMENT 1.5 The Parties have previously entered into a professional services agreement for this same purpose dated as of July 1, 2015 (“the Prior Agreement”) the term of which ends on June 30, 2016. NOW THEREFORE, in consideration of the mutual covenants and promises set forth, NCPA and Contracting Members agree as follows: Section 2. DEFINITIONS Whenever used in this Agreement with initial capitalization, these terms shall have the following meanings as applicable, whether in the singular or plural: 2.1 “Good Utility Practice” shall mean any of the practices, methods and acts engaged in or approved by a significant portion of the electric utility industry during the relevant time period, or any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result of the lowest reasonable cost consistent with good business practices, reliability, safety and expedition and the requirements of the Northern American Electric Reliability Corporation ("NERC") or Western Electric Coordinating Council ("WECC") Good Utility Practice is not intended to be limited to the optimum practice, method, or act to the exclusion of all others, but rather to be acceptable practices, methods, or acts generally accepted in the region. 2.2 “NCPA Members” shall mean the signatories to the JPA or those agencies which have executed an Associate Member Agreement with NCPA. 2.3 “Stranded Costs” shall mean all costs incurred by NCPA in providing Services to Contracting Members under this Agreement that could not reasonably be avoided by NCPA from the date it receives a written Notice of Termination. Such costs may include, but not be limited to, salary and employment costs, rent, utilities, or contracts incurred to provide Services under this Agreement. In this regard, Contracting Members acknowledge that NCPA will be entering into professional services agreements with third persons under the terms of this Agreement, and that sums owing to such third persons may become Stranded Costs upon termination of this Agreement. 2.4 “Uncontrollable Forces” shall mean any act of God, labor disturbance, act of the public enemy, war, insurrection, riot, fire, storm, flood, earthquake, explosion, any curtailment, order, regulation or restriction imposed by governmental, military or lawfully established civilian authorities or any other cause beyond the reasonable control which could not be avoided through the exercise of Good Utility Practice. Section 3. SERVICES TO BE PROVIDED; AUTHORIZED REPRESENTATIVES; STANDARD OF PERFORMANCE 3.1 This Agreement is entered into by the Parties in order for NCPA to provide services to Contracting Members for the services described in Exhibit A hereto (“Services”). The Services 3 BAMx PROFESSIONAL SERVICES AGREEMENT do not include supervision of the performance of any of the third persons with whom contracts are entered into; such supervision shall be provided by the Contracting Members. 3.2 The following are the authorized representatives of the Parties (“Authorized Representatives”) for contract administration purposes under this Agreement: NCPA: David Dockham, Dave.Dockham@ncpa.com Assistant General Manager Northern California Power Agency 651 Commerce Drive Roseville, CA 95678 916-781-4207 Fax 916-781-4255 PALO ALTO: Debra Lloyd, Debra.LLoyd@cityofpaloalto.org Utilities Compliance Manager City of Palo Alto P.O. Box 10250 Palo Alto, CA 94303 650-329-2369 Fax: 650-326-1507 SANTA CLARA: Joyce Kinnear, JKinnear@SantaClaraCA.gov Division Manager 1601 Civic Center Dr. # 201 Santa Clara, CA 95050 408-615-6656 Fax 408-261-2717 No Authorized Representative is authorized to amend any provision of this Agreement except in accordance with Section 12.16. 3.3 Standard of Performance. NCPA will perform the Services using that level of skill and attention reasonably required to complete the Services in a competent and timely manner. 3.4 Assignment of Personnel. NCPA shall assign only competent personnel to perform Services pursuant to this Agreement. In the event that Contracting Members, in their sole discretion, at any time during the term of this Agreement, jointly desire the reassignment of any such persons, NCPA shall, immediately upon receiving notice from each Contracting Member of such desire of the Contracting Members, reassign such person or persons. 3.5 Time. NCPA shall devote such time to the performance of Services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Section 3.3, above and to satisfy NCPA’s obligations hereunder. 4 BAMx PROFESSIONAL SERVICES AGREEMENT Section 4. TERM AND TERMINATION 4.1 Authorization to Perform Services. NCPA is not authorized to perform any Services or incur any costs whatsoever under the terms of this Agreement until its receipt of a written resolution and/or other appropriate/applicable authorization from each Contracting Member’s governing body confirming each Contracting Member’s authority to enter into this Agreement and confirming that each Contracting Member has allocated funds for and approved contract payments to NCPA under this Agreement. 4.2 Term. The term of this Agreement shall begin on the Effective Date and shall end on June 30, 2017. 4.3 Early Termination and Stranded Costs. This Agreement may be terminated by either NCPA or by the Contracting Members, upon 30 days written notice to all other Parties (“Notice of Termination”). Provided, however, that a Notice of Termination on behalf of the Contracting Members shall be executed by each Contracting Member to be effective. In the event of an early termination, Contracting Members shall pay NCPA for all fees and costs required under this Agreement through the effective date of their Notice of Termination plus all Stranded Costs. Upon payment of the above amounts, no Parties shall have any further obligations under this Agreement except as otherwise set forth in Section 5.7 regarding the survival of defense and indemnity obligations. Section 5. INDEMNITY AND INSURANCE 5.1 Limitation of NCPA’s Liability. 5.1.1 Except as provided in this section 5.1, NCPA shall not at any time be liable for any injury or damage occurring to Contracting Members or any other person or property from any cause whatsoever arising out of this Agreement. 5.1.2 The provisions of section 5.1.1 shall not apply where the injury or damage occurring to Contracting Members is caused by the negligence of NCPA or of any employee, agent or contractor of NCPA; provided that any liability under this subsection is limited to the extent of the actual coverage and coverage limits of the NCPA insurance policies described in this Section 5. 5.1.3 Notwithstanding Section 5.1.2 above, the Contracting Members agree to reimburse NCPA, in a timely manner, for all deductibles and/or self-insured retentions payable for any claim, liability or damage arising out of this Agreement. 5.2 Indemnification of NCPA. Except as specified in Section 5.1.2 above, Contracting Members shall, at their sole cost and expense, indemnify and hold harmless NCPA and all associated, affiliated, allied, member and subsidiary entities of NCPA, now existing or hereinafter created, and their respective officers, boards, commissions, employees, agents, attorneys, and contractors (hereinafter referred to as “Indemnitees”), from and against any and all liability, obligation, damages, penalties, claims, liens, costs, charges, losses and expenses (including, 5 BAMx PROFESSIONAL SERVICES AGREEMENT without limitation, reasonable fees and expenses of attorneys, expert witnesses and consultants), which may be imposed upon, incurred by or be asserted against the Indemnitees arising out of this Agreement. 5.3 Defense of Indemnitees. In the event any action or proceeding shall be brought against the Indemnitees by reason of any matter for which the Indemnitees are indemnified hereunder, Contracting Members shall, upon reasonable prior written notice from any of the Indemnitees, at Contracting Members' sole cost and expense, resist and defend the same with legal counsel mutually selected by Indemnitee and the Contracting Members, unless mutual selection of counsel is expressly prohibited by an applicable insurance policy; provided however, that neither Indemnitee nor Contracting Members shall admit liability in any such matter or on behalf of the other without express written consent, which consent shall not be unreasonably withheld or delayed, nor enter into any compromise or settlement of any claim for which Indemnitees are indemnified hereunder without prior express written consent. The Contracting Members' duty to defend shall begin upon receipt of a written notice identifying with specificity the allegations that give rise to this duty to defend. 5.4 Notice. The Parties shall give each other prompt notice of the making of any claim or the commencement of any action, suit or other proceeding covered by the provisions of this Section 5. 5.5 Insurance. During the term of the Agreement and prior to beginning any work under this Agreement, NCPA shall maintain, or cause to be maintained, in full force and effect, and at its sole cost and expense, the types and limits of insurance as are annually approved by the governing Commission of NCPA. The types and limits of insurance that are applicable to this Agreement are evidenced by list of insurance coverages which is attached hereto as Exhibit C. NCPA warrants and represents that the types of insurance and coverage limits shown in Exhibit C are in full force and effect and shall remain so during the term of this Agreement unless NCPA gives prior written notification (of not less than 15 days) of modification, cancellation or rescission of such coverage. 5.6 Contracting Members' Acknowledgment of Option to Secure Additional Insurance. The Contracting Members acknowledge that there are limitations on NCPA’s liability to the Contracting Members under this Section 5 and that the Contracting Members may need to purchase additional insurance of their own to cover the additional risks and the potential additional liabilities they are assuming under this Agreement. Contracting Members agree that they will, with respect to any additional insurance they obtain or which is otherwise available to Contracting Members, cause their insurers to issue an endorsement providing a waiver of subrogation rights as to Indemnitees. 5.7 Survival of Obligations. The defense and indemnity obligations of Section 5 shall survive the termination of this Agreement. Section 6. COMPENSATION 6.1 Charges and Reserves. 6 BAMx PROFESSIONAL SERVICES AGREEMENT 6.1.1. Monthly Charges. Charges for the Services provided hereunder shall be the sum of (a) and (b) below, and shall be billed separately to each BAMx Participant in accordance with Exhibit B: (a) Six Hundred Twenty Five Dollars ($625) per month for services provided by NCPA to the BAMx Participants under this Agreement; and (b) Fifty Four Thousand One Hundred Sixty Seven Dollars ($54,167) per month for services provided to the BAMx Participants directly by Flynn Resource Consultants Inc., under the CONSULTING SERVICES AGREEMENT BETWEEN THE NORTHERN CALIFORNIA POWER AGENCY AND FLYNN RESOURCE CONSULTANTS INC., dated _____________, 2016. 6.1.2 Security Deposit. Contracting Members shall each maintain on deposit in its General Operating Reserve Account held at NCPA the sum of Zero Dollars ($0) as security to NCPA for liabilities NCPA could incur under this Agreement. Contracting Members hereby authorize NCPA to reserve and commit this sum in its General Operating Reserve Account for the payment of the aforementioned liabilities should same become necessary. Interest on monies held by NCPA pursuant to this section shall be credited in accordance with the then standard practices of NCPA relating to the General Operating Reserve Account. Section 7. BILLING AND PAYMENT 7.1 Invoices. NCPA shall submit invoices to Contracting Members, not more often than once a month during the term of this Agreement, for Services performed and reimbursable costs incurred prior to the invoice date. 7.2 Monthly Payment. Contracting Members shall make monthly payments, based on invoices received, for Services performed, and for authorized reimbursable costs incurred. Contracting Members shall have thirty (30) days from the receipt of an invoice that complies with all of the requirements above to pay NCPA. Any amount due on a day other than a business day, i.e., any day except a Saturday, Sunday, or a Federal Reserve Bank holiday, may be paid on the following business day. If all or any portion of a bill is disputed by Contracting Members, the entire amount of the bill shall be paid when due, and NCPA’s Authorized Representative shall be concurrently provided written notice of the disputed amount and the basis for the dispute. NCPA shall reimburse any amount determined to have been incorrectly billed, within ten (10) days after such determination. Amounts which are not paid when due shall bear interest computed on a daily basis until paid at the lesser of (i) the per annum prime rate (or reference rate) of the Bank of America NT & SA, or its successor, then in effect, plus two per cent (2%) or (ii) the maximum rate permitted by law. The provisions of this Section 7 shall survive expiration of this Agreement until satisfied. 7.3 Contracting Members shall pay for the Services pursuant to this Agreement. Contracting Members shall not pay any additional sum for any expense or cost whatsoever 7 BAMx PROFESSIONAL SERVICES AGREEMENT incurred by NCPA in rendering Services pursuant to this Agreement. Contracting Members shall make no payment for any extra, further, or additional service pursuant to this Agreement. In no event shall NCPA submit any invoice for an amount in excess of the maximum amount of compensation provided above either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment in accordance with this Agreement. 7.4 Hourly Fees. Fees for work performed by NCPA on an hourly basis shall not exceed the amounts shown on the following fee schedule attached hereto as Exhibit B. 7.5 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit B. Expenses not listed in Exhibit B are not chargeable to Contracting Members. Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded. 7.6 Payment of Taxes. NCPA is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. 7.7 Payment upon Termination. In the event that Contracting Members or NCPA terminates this Agreement pursuant to Section 4, Contracting Members shall compensate the NCPA for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written Notice of Termination. NCPA shall maintain adequate logs and timesheets in order to verify costs incurred to that date. 7.8 Authorization to Perform Services. NCPA is not authorized to perform any Services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from each of the Contracting Members’ Authorized Representative following receipt of the required approvals under the terms of this Agreement. 7.9 The addresses of Contracting Members to which invoices shall be sent is: Debra Lloyd Utilities Compliance Manager City of Palo Alto P.O. Box 10250 Palo Alto, CA 94303 650-329-2369 Fax: 650-326-1507 Bob Kazlauskas City of Santa Clara Attn: Electric Department 1500 Warburton Ave Santa Clara, CA 95050 Bkazlauskas@svpower.com 408-615-6688 8 BAMx PROFESSIONAL SERVICES AGREEMENT Fax: 408-261-2717 Section 8. STATUS OF NCPA; FACILITIES AND EQUIPMENT 8.1 Independent Contractor. At all times during the term of this Agreement, NCPA shall be an independent contractor and shall not be an employee of Contracting Members. Contracting Members shall have the right to control NCPA only insofar as the results of NCPA's Services rendered pursuant to this Agreement and assignment of personnel pursuant to Section 3.4; however, otherwise Contracting Members shall not have the right to control the means by which NCPA accomplishes Services rendered pursuant to this Agreement. Notwithstanding any other agency, state, local or federal policy, rule, regulation, law, or ordinance to the contrary, NCPA and any of its employees, agents, and subcontractors providing Services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by Contracting Members, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of Contracting Member and entitlement to any contribution to be paid by Contracting Members for employer contributions and/or employee contributions for PERS benefits. 8.2 Facilities and Equipment. The facilities and equipment that may be necessary to perform the Services required by this Agreement shall be provided as follows: None. Section 9. UNCONTROLLABLE FORCES 9.1 Obligations of the Parties, other than those to pay money when due, shall be excused for so long as and to the extent that failure to perform such obligations is due to an Uncontrollable Force; provided, however, that if either Party is unable to perform due to an Uncontrollable Force, such Party shall exercise due diligence to remove such inability with reasonable dispatch. Nothing contained in this Agreement shall be construed as requiring a Party to settle any strike, lockout, or labor dispute in which it may be involved, or to accept any permit, certificate, contract, or any other service agreement or authorization necessary for the performance of this Agreement which contains terms and conditions which a Party determines in its good faith judgment are unduly burdensome or otherwise unacceptable. 9.2 Each Party shall notify the other promptly, by telephone to the other Party’s operating personnel and Authorized Representative identified in Section 3.2, upon becoming aware of any Uncontrollable Force which may adversely affect the performance under this Agreement. A Party shall additionally provide written notice in accordance with Section 12.8 to the other Party within 24 hours after providing. Each Party shall notify the other promptly, when an Uncontrollable Force has been remedied or no longer exists. Section 10. LEGAL REQUIREMENTS 10.1 Governing Law. The laws of the State of California shall govern this Agreement, without regard for the choice of law doctrine. 10.2 Compliance with Applicable Laws. NCPA and any subcontractors shall comply with 9 BAMx PROFESSIONAL SERVICES AGREEMENT all laws applicable to the performance of the Services hereunder. 10.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, NCPA and any subcontractors shall comply with all applicable rules and regulations to which Contracting Member is bound by the terms of such fiscal assistance program. 10.4 Licenses and Permits. NCPA represents and warrants to Contracting Member that NCPA and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that is legally required to practice their respective professions. NCPA represents and warrants to Contracting Member that NCPA and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. 10.5 Nondiscrimination and Equal Opportunity. NCPA shall not discriminate, on the basis of a person’s race, religion, color, national origin, age, physical or mental handicap or disability, medical condition, marital status, sex, or sexual orientation, against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by NCPA under this Agreement. NCPA shall comply with all applicable federal, state, and local laws, policies, rules, and requirements related to equal opportunity and nondiscrimination in employment, contracting, and the provision of any services that are the subject of this Agreement, including but not limited to the satisfaction of any positive obligations required of NCPA thereby. NCPA shall include the provisions of this Subsection in any subcontract approved by Contracting Members' Authorized Representatives or permitted by this Agreement. Section 11. KEEPING AND STATUS OF RECORDS. 11.1 Records Created as Part of NCPA’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that NCPA prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the Contracting Members. NCPA hereby agrees to deliver those documents to the Contracting Members upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the Contracting Members and are not necessarily suitable for any future or other use. Contracting Members and NCPA agree that, until final approval by Contracting Members, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both Parties, except as may otherwise be required by applicable law. 11.2 NCPA’s Books and Records. NCPA shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the Contracting Members under this Agreement for a minimum of three (3) years, or for any longer period required 10 BAMx PROFESSIONAL SERVICES AGREEMENT by law, from the date of final payment to the NCPA to this Agreement. 11.3 Inspection and Audit of Records. Any records or documents that Section 11.2 of this Agreement requires NCPA to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the Contracting Member. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00), the Agreement shall be subject to the examination and audit of the State Auditor, at the request of any Contracting Member or as part of any audit of any of the Contracting Members, for a period of three (3) years after final payment under the Agreement. 11.4 Confidential Information and Disclosure. During the term of this Agreement, any Party (“Disclosing Party”) may disclose confidential, proprietary or trade secret information (the “Information”), to another Party (“Receiving Party”). All such Information made available in a tangible medium of expression (such as, without limitation, on paper or by means of magnetic tapes, magnetic disks or other computer media) shall be marked in a prominent location to indicate that it is the confidential, proprietary and trade secret information of Disclosing Party at the time of disclosure to Receiving Party. Receiving Party shall hold Disclosing Party’s Information in confidence and shall take all reasonable steps to prevent any unauthorized possession, use, copying, transfer or disclosure of such Information. Receiving Party shall not attempt to reverse engineer or in any manner create any product or information which is similar in appearance to or based on the Information provided by Disclosing Party. Receiving Party shall not disclose Disclosing Party’s Information to any person other than Receiving Party’s employees, agents, contractors and subcontractors who have a need to know in connection with this Agreement. Receiving Party’s confidentiality obligations hereunder shall not apply to any portion of Disclosing Party’s Information which: (a) Has become a matter of public knowledge other than through an act or omission of Receiving Party; (b) Has been made known to Receiving Party by a third party in accordance with such third party’s legal rights without any restriction on disclosure; (c) Was in the possession of Receiving Party prior to the disclosure of such Information by Disclosing Party and was not acquired directly or indirectly from the other Party or any person or entity in a relationship of trust and confidence with the other Party with respect to such Information; (d) Receiving Party is required by law to disclose; or (e) Has been independently developed by Receiving Party from information not defined as "Information" in this Agreement, as evidenced by Receiving Party's written records. Receiving Party shall return or destroy Disclosing Party’s Information (including all copies thereof) to Disclosing Party promptly upon the earliest of any termination of this Agreement or the Disclosing Party’s written request. Notwithstanding the foregoing, Receiving Party may retain one copy of such Information solely for archival purposes, subject to the confidentiality provisions of this Agreement. The parties understand that each Party is a public entity and is subject to the laws that may compel either to disclose information about the other’s business. 11 BAMx PROFESSIONAL SERVICES AGREEMENT Section 12. MISCELLANEOUS PROVISIONS 12.1 Attorneys’ Fees. If a Party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provisions of this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that Party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose. 12.2 Venue. In the event that either Party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Placer or in the United States District Court for the Eastern District of California. 12.3 Severability. If any provision of this Agreement shall be determined by a court of competent jurisdiction to be invalid, void or unenforceable, or if any provision of this Agreement is rendered invalid or unenforceable by federal or state statute or regulation, but the remaining portions of the Agreement can be enforced without failure of material consideration to any Party, then the remaining provisions shall continue in full force and effect. To that end, this Agreement is declared to be severable. Provided, however, that in the event any provision is declared to be invalid, void or unenforceable, any Party may terminate this Agreement upon 10 days written notice given within five (5) days of receipt of notice of final entry of judgment. 12.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement. 12.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties. 12.6 Use of Recycled Products. NCPA shall endeavor to prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper. 12.7 Conflict of Interest. NCPA shall not employ any Contracting Members' official or employee in the work performed pursuant to this Agreement. No officer or employee of Contracting Member shall have any financial interest in this Agreement that would violate California Government Code Sections 1090 et seq. 12.8 Notices. Unless this Agreement requires otherwise, any notice, demand or request provided for in this Agreement, or served, given or made shall become effective when delivered in person, or sent by registered or certified first class mail, to the persons specified below: NCPA: David Dockham Assistant General Manager – Power Management Northern California Power Agency 12 BAMx PROFESSIONAL SERVICES AGREEMENT 651 Commerce Drive Roseville, CA 95678 With a copy to: Michael F. Dean General Counsel, Northern California Power Agency c/o Meyers Nave 555 Capitol Mall, Suite 1200 Sacramento, CA 95814 PALO ALTO: Ed Shikada Assistant City Manager & Interim Utilities Director City of Palo Alto P.O. Box 10250 Palo Alto, CA 94303 With a copy to: Amy Bartell, Senior Deputy City Attorney City of Palo Alto c/o City Attorney’s office P.O. Box 10250 Palo Alto, CA 94303 SANTA CLARA: Joyce Kinnear, Division Manager City of Santa Clara 1500 Warburton Ave Santa Clara, CA 95050 With a copy to: Richard Nosky, City Attorney City of Santa Clara 1500 Warburton Ave Santa Clara, CA 95050 Whenever it is required, permitted, or desired in this Agreement that written notice or demand be given by any Party to any other Party, such notice or demand may be either personally served or sent by United States Mail, or facsimile. Notice shall be deemed to have been given when personally served, when deposited in the United States Mail, certified or registered with postage prepaid and properly addressed, or when transmitted by facsimile provided however, notices delivered by facsimile shall only be effective if delivered during regular business hours on a day that is considered a regular business day for NCPA by the involved Parties. 12.9 Integration; Incorporation. This Agreement, including all the exhibits attached hereto, represents the entire and integrated agreement between Contracting Members and NCPA 13 BAMx PROFESSIONAL SERVICES AGREEMENT relating to the subject matter of this Agreement, and supersedes all prior negotiations, representations, or agreements, either written or oral. All exhibits attached hereto are incorporated by reference herein. 12.10 Dispute Resolution. If any dispute arises between the Parties that cannot be settled after engaging in good faith negotiations, Contracting Members and NCPA agree to resolve the dispute in accordance with the following: 12.10.1 Each Party shall designate a senior management or executive level representative to negotiate any dispute; 12.10.2 The representatives shall attempt, through good faith negotiations, to resolve the dispute by any means within their authority. 12.10.3 If the issue remains unresolved after sixty (60) days of good faith negotiations, despite having used their best efforts to do so, either Party may pursue whatever other remedies may be available to it. 12.10.4 This informal resolution process is not intended to nor shall be construed to change the time periods for filing a claim or action specified by Government Code § 900, et seq. 12.11 Other Agreements. This Agreement is not intended to modify or change any other agreement between any of the Parties, individually or collectively. Without limiting the generality of the foregoing, this Agreement does not amend or extend the Prior Agreement. 12.12 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one agreement. 12.13 Obligations of Contracting Members Joint and Several; No Joint Venture. The duties, obligations and liabilities of the Contracting Members, including the obligations to make payments to NCPA, are intended to be joint and several. Provided that nothing contained in this Agreement shall be construed to create an association, trust, partnership or joint venture or to impose a trust or partnership duty, obligation or liability on or with regard to the Contracting Members. 12.14 Effect of Section Headings. Section headings and subheadings appearing in this Agreement are inserted for convenience only and shall not be construed as interpretation of text. 12.15 Authority of Signatories. The signatories hereby represent that they have been appropriately authorized to execute this Agreement on behalf of the Party for whom they sign. 12.16 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties following each Party’s receipt of written resolution/authorization from their governing bodies, which resolutions/authorizations shall be condition precedents to any amendments of this Agreement and shall be attached as exhibits to this Agreement. The Parties have executed this Agreement as of the Effective Date. 14 BAMx PROFESSIONAL SERVICES AGREEMENT Northern California Power Agency ________________________________ RANDY S. HOWARD, General Manager Attest: ________________________________ Assistant Secretary of the Commission Approved as to Form: ________________________________ General Counsel 15 BAMx PROFESSIONAL SERVICES AGREEMENT CONTRACTING MEMBERS: CITY OF PALO ALTO Approved as to Form: By: ____________________________ By:_______________________________ City Attorney Its:_____________________________ CITY OF SANTA CLARA Approved as to Form By: ____________________________ By:_______________________________ City Attorney Its:_____________________________ 16 BAMx PROFESSIONAL SERVICES AGREEMENT EXHIBIT A Scope of Services NCPA shall perform the following Services on behalf Contracting Members: NCPA will enter into a contract with Flynn Resource Consulting Inc. ("Consultant") on behalf of Contracting Members. In general Consultant will provide services including monitoring, meeting participation, coordinating with affected or other participating parties, and, as necessary, preparing and submitting formal position submittals for the following activities: 1. Grid Planning Activities CAISO Regionalization Process, Transmission Action Charge, Governance and Resource Adequacy Coordination with the California Municipal Utilities Association and Northern California Power Agency on these activities CAISO/PG&E annual transmission expansion planning process Support or oppose specific transmission additions Greater Bay Area long term studies CAISO local capacity technical study process Other regional and sub-regional transmission planning activities CAISO Tariff and BPM Change Management Process Generator Interconnection Procedure Transmission cost allocation Impacts due to potential generation retirements Transmission for renewables CTPG planning process Tracy to Bay development activities Integration requirements for renewables 2. CPUC and CEC transmission matters Integrated Energy Policy Report Resource adequacy issues Renewable Portfolio Standard issues Long Term Procurement issues Approval of CPCNs for new transmission lines 3. California Market Design Activities CAISO markets proceedings and implementation matters Resource Adequacy / Local Capacity/ Flexible Capacity/ Deliverability LMP congestion and losses incidence and impacts 4. Communicate Regularly with BAMx Members Client meetings, telephone conferences and written summaries of activities on key issues. 17 BAMx PROFESSIONAL SERVICES AGREEMENT NCPA will accept invoices from Consultant and transmit them to Contracting Members for their review, and if acceptable, the Contracting Members will direct payment by NCPA. Such payment direction shall be provided by each Contracting Member as designated in Section 12.8 of this agreement, in writing, utilizing appropriate approval forms as shall be developed and/or revised by NCPA from time to time; provided. An example of such form is included in Exhibit D of this agreement. NCPA will prepare invoices indicating the share of Consultant's costs to be paid by each Contracting Member along with the appropriate charges by NCPA for its services; however, as provided in the Agreement, each Contracting Member is jointly and severally liable for the entirety of any amounts billed under this Agreement. NCPA will then pay Consultant utilizing Contracting Members' funds. Contracting Members will be solely responsible for payment of the Consultant’s invoices, as well as determining whether or not the professional services have been satisfactorily performed. The "Services" under this Agreement by NCPA to Contracting Members are limited to the contracting for services with Consultant and billing/payment function. 18 BAMx PROFESSIONAL SERVICES AGREEMENT EXHIBIT B COMPENSATION SCHEDULE AND HOURLY FEES Compensation for all tasks, including hourly fees and expenses, shall not exceed $650,000. The hourly and monthly rates and or compensation break down and an estimated amount of expenses is as follows: B-1 Monthly Charges for Services provided by NCPA for billing and contract preparation under this Agreement shall be allocated to each BAMx Participant in proportion to each BAMx Participant’s proportionate share of energy delivered in CY 2015 as derived from the 2016- 2017 NCPA Annual Budget, as reflected in Table 1 below. The total charge for these services shall be Six Hundred Twenty Five Dollars per month. B-2 Monthly Charges invoiced by Flynn Resource Consultants Inc to NCPA for services provided to the BAMx Participants under the CONSULTING SERVICES AGREEMENT BETWEEN THE NORTHERN CALIFORNIA POWER AGENCY AND FLYNN RESOURCE CONSULTANTS INC., dated ______________, 2016 shall be allocated to each BAMx Participant in proportion to each BAMx Participant’s proportionate share of energy delivered in CY 2015 as derived from the 2016-2017 NCPA Annual Budget, as reflected in Table 1 below. Compensation to Flynn Resource Consultants Inc. for all tasks, including hourly fees and expenses, shall not exceed Six-Hundred and Fifty Thousand Dollars ($650,000). The hourly rates and or compensation break down and an estimated amount of expenses is as follows: Flynn Resource Consultants Inc. hourly rates for services are listed below. Labor Category Hourly Rate Principal $280-300 per hour Managing Consultant $260-280 per hour Senior Consultant $220-260 per hour Consultant $180-220 per hour Associate Consultant $140-180 per hour Analyst $100-140 per hour Support Services $65 per hour Travel, food, and miscellaneous expenses, except automobile mileage, associated with the provision of services hereunder shall be billed at cost. Automobile mileage will be billed at the rate approved by the Internal Revenue Service. For any month in which specialized modeling software is used to perform services under this agreement, the following charges shall apply: Power flow modeling - $260/month Short circuit modeling – $775/month OASIS Data - $1,000/month Market modeling - $3,850/month 19 BAMx PROFESSIONAL SERVICES AGREEMENT TABLE 1 Proportionate Share of Energy Delivered MWH % Share Palo Alto 963,255 22.306% Silicon Valley Power 3,355,173 77.694% 4,318,428 100.000% 20 BAMx PROFESSIONAL SERVICES AGREEMENT EXHIBIT C Insurance Maintained by NCPA WORKERS’ COMPENSATION INSURANCE $1,000,000 EXCESS LIABILITY INSURANCE $35,000,000 AUTOMOBILE INSURANCE $1,000,000 21 BAMx PROFESSIONAL SERVICES AGREEMENT EXHIBIT D Bay Area Municipal Transmission Services Agreement (BAMX) Participants Transmittal Payment Voucher For the Period: _________________ To: Northern California Power Agency VIA PDF EMAIL 651 Commerce Drive Roseville, California 95678 Attention: Accounts Payable (*AcctsPayable@ncpa.com) From: Contracting Members – The Cities of Palo Alto and Santa Clara(each referred to as a "Contracting Member" and jointly referred to as “Contracting Members” or "BAMx Participants") I the undersigned hereby certify that I am authorized to approve payment of the ATTACHED billing statement and or invoice(s) and do hereby approve payment thereof by the Billing Agent (Northern California Power Agency) as indicated below: For City of Palo Alto: _____________________________ _______________ Name Date No exceptions. With the deduction of the following exceptions: For City of Santa Clara: ___________________________ _______________ (Silicon Valley Power) Name Date No exceptions: t With the deduction of the following exceptions: 1 CONSULTING SERVICES AGREEMENT BETWEEN NORTHERN CALIFORNIA POWER AGENCY AND FLYNN RESOURCE CONSULTANTS INC. AMENDMENT NO. 1 This Amendment No. 1 (“Amendment No. 1”) to the Consulting Services Agreement Between the Northern California Power Agency (“NCPA”) and Flynn Resource Consultants Inc. (“Consultant”) dated as of July 1, 2015 (the “Agreement”) is made this __ day of ____________, 20__ with reference to the following facts, among others: A. The Agreement is set to expire on June 30, 2016. B. The Parties desire to extend the term of the Agreement to enable Consultant’s continued provision of Services to NCPA and the BAMx Members as contemplated under the Agreement. Therefore, the Parties agree as follows: 1.Section 1.1 of the Agreement is replaced in its entirety with the following: “1.1 BAMx Members. NCPA is entering into this agreement with Consultant at the request of certain of its members, the cities of Palo Alto and Santa Clara (“the BAMx Members”), so that NCPA may provide professional consulting services related to electric transmission, power generation, regulatory issues, and electric market design issues affecting the BAMx Members. NCPA's provision of these services is further addressed in the Professional Services Agreement Between Northern California Power Agency and the Cities of Palo Alto and Santa Clara (the "Bay Area Municipal Transmission Services Agreement" or "BAMx Agreement").” 2.Section 1.2 of the Agreement is replaced in its entirety with the following: “1.2 Term of Services. This Agreement shall begin on the Effective Date and shall terminate when Consultant completes the work described in Exhibit A, or on June 30, 2017, whichever occurs first, unless the term of the Agreement is otherwise terminated or modified, as provided for herein.” 3.Section 2.0 of the Agreement is replaced in its entirety with the following: “COMPENSATION. Agency hereby agrees to pay Consultant an amount NOT TO EXCEED the following: (i) Seven Hundred and Sixty Thousand Dollars ($760,000) during the period of July 1, 2015 through June 30, 2016, and (ii) Six Hundred and Fifty Thousand Dollars ($650,000) ATTACHMENT C 2 during the period of July 1, 2016 through June 30, 2017, for all work set forth in Exhibit A, in accordance with the Consultant’s fee schedule and reimbursable expenses which is attached as Exhibit B, and made a part of this Agreement. In the event of a conflict between this Agreement and Consultant’s proposal regarding the amount of compensation, this Agreement shall prevail.” 4. Exhibit A of the Agreement is replaced in its entirety by Exhibit A as attached to this Amendment No. 1 and incorporated herein by this reference. 5. Exhibit B of the Agreement is replaced in its entirety by Exhibit B as attached to this Amendment No. 1 and incorporated herein by this reference. 6. Effect on Agreement. Except as specifically modified herein, no other provision in the Agreement is intended to be modified, and the Agreement, as amended, shall remain in full force and effect in its entirety. This Amendment shall not impact, prejudice, or waive either Party’s rights or obligations under the Agreement for the period either prior to the effective date of this Amendment or following the termination thereof, and no precedent for further amendments to the Agreement is hereby intended. 3 The Parties have caused this Amendment No. 1 to be executed on the date as set forth above. NORTHERN CALIFORNIA POWER AGENCY CONSULTANT Date: _______________________ Date: ______________________________ ____________________________ ___________________________________ RANDY S. HOWARD DOUG BOCCIGNONE General Manager Chief Financial Officer Attest: __________________________ Assistant Secretary of the Commission Approved as to Form: ____________________________ General Counsel 1 EXHIBIT A SCOPE OF SERVICES NCPA is entering into this agreement with Flynn Resource Consultants, Inc. (“Consultant”) at the request of the cities of Palo Alto and Santa Clara (the “BAMx Members”), so that NCPA may assist the BAMx Members in securing professional consulting services related to electric transmission, power generation, regulatory issues, and electric market design issues affecting the BAMx Members. NCPA's provision of related billing services is further addressed in the Professional Services Agreement Between Northern California Power Agency and the Cities of Palo Alto and Santa Clara (the "Bay Area Municipal Transmission Services Agreement" or "BAMx Agreement”). Each BAMx Member shall be represented by a designated BAMx Representative, listed below. During the term of this Agreement, the BAMx Representatives shall complete the Payment Voucher attached as Exhibit D to the BAMx Agreement to approve invoices from Consultant prior to NCPA remitting payment for services rendered by Consultant. The BAMx Representatives will also coordinate, as necessary, work related communications, task orders and invoice matters between and among the BAMx Members and Consultant. The designated BAMx Representatives of the BAMx Members are: Joyce Kinnear, City of Santa Clara Debbie Lloyd, City of Palo Alto Any BAMx Member may at any time designate another person as its BAMx Representative by providing written notice of such designation to the other BAMx Members, NCPA and Consultant. The BAMx Members and Consultant intend to pursue the activities listed below during the term of this Agreement. Such activities will include monitoring, meeting participation, coordinating with affected or other participating parties, and, as necessary, preparing and submitting formal position submittals. 1. Grid Planning Activities CAISO Regionalization Process, Transmission Access Charge, Governance and Resource Adequacy Coordination with the California Municipal Utilities Association and Northern California Power Agency on these activities CAISO/PG&E annual transmission expansion planning process Support or oppose specific transmission additions Greater Bay Area long term studies CAISO local capacity technical study process Other regional and sub-regional transmission planning activities 2 CAISO Tariff and BPM Change Management Process Generator Interconnection Procedure Transmission cost minimization Impacts due to potential generation retirements Transmission for renewables deliverability issues CTPG planning process Tracy to Bay development activities 2. CPUC and CEC transmission matters Integrated Energy Policy Report Resource adequacy issues Renewable Portfolio Standard issues Long Term Procurement issues Approval of CPCNs and PTCs for new transmission lines Renewable Energy Transmission Initiative (RETI 2.0) 3. CAISO Market Issues CAISO markets proceedings and implementation matters Resource Adequacy / Local Capacity/ Flexible Capacity/ Deliverability LMP congestion and losses incidence and impacts Regionalization and New Participating Transmission Owner Issues 4. Communicate Regularly with BAMx Members Client meetings, telephone conferences and written summaries of activities on key issues. 1 EXHIBIT B COMPENSATION SCHEDULE AND HOURLY FEES Compensation for all tasks under this Agreement, including all hourly fees and expenses, shall not exceed: (i) Seven Hundred and Sixty Thousand Dollars ($760,000) during the period of July 1, 2015 through June 30, 2016, and (ii) Six-Hundred and Fifty Thousand Dollars ($650,000) during the period of July 1, 2016 through June 30, 2017. The hourly rates and or compensation break down and an estimated amount of expenses is as follows: Consultant hourly rates for the professional services are listed below. Labor Category Hourly Rate Principal $290-$310 per hour Managing Consultant $270-$290 per hour Senior Consultant $230-$270 per hour Consultant $190-$230 per hour Associate Consultant $150-$190 per hour Analyst $110-$150 per hour Support Services $65-$85 per hour Travel (at coach rates), food, and miscellaneous expenses, except automobile mileage, associated with the provision of services hereunder shall be billed at cost. Automobile mileage will be billed at the rate approved by the Internal Revenue Service. For any month in which specialized modeling software is used to perform services under this agreement, the following charges shall apply: Power flow modeling - $ 275/month Short circuit modeling - $800/month OASIS Data - $1,200/month Market modeling - $4,000/month Specialized software costs that exceed the above amounts may be billed with the prior approval of the Agency and the affected BAMx Member. Note: As a public agency, NCPA shall not reimburse Consultant for costs in excess of those permitted by the Internal Revenue Service. City of Palo Alto (ID # 6916) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/20/2016 City of Palo Alto Page 1 Summary Title: Program Agreement with Motivate, LLC for Bay Area Bike Share Operations Title: Approval of Program Agreement With Motivate, LLC for the Continuation of Bike Share Operations and Maintenance of Existing Bay Area Bike Share (BABS) Equipment From June 30, 2016 to November 30, 2016 While a Replacement Bike Share System is Planned and Deployed From: City Manager Lead Department: Planning and Community Environment Recommendation: Staff recommends that the City Council approve and authorize the City Manager to sign a Program Amendment with Motivate, LLC to allow for the continued operation of the City’s existing bike share system until November 30, 2016. Executive Summary: The City’s bike share program is currently operated as a pilot program as part of the larger 700- bicycle Bay Area Bike Share pilot program (BABS) that expires on July 1, 2016. Approval of the attached Program Agreement [Attachment A] between Motivate, LLC and the City of Palo Alto will enable the current bike share program to continue from the current expiration date of July 1, 2016 to November 30, 2016. Staff will return to City Council in August or September 2016 to discuss a replacement system, including a timeline for the removal of the current bike share system and implementation of a new system. Background: Staff provided City Council with an update on regional bike share at its April 25, 2016 meeting and reported on the results of the BABS pilot program. The staff report included a bike share strategic plan produced by Toole Design Group, which summarized the BABS pilot performance on the Peninsula and outlined the cost to expand the current system versus replacing it with Social Bicycles (SoBi) smart bike equipment, concluding that a smart bike system is more cost effective for Peninsula cities. The BABS pilot program concludes on July 1, 2016 and the BABS vendor, Motivate, LLC, entered City of Palo Alto Page 2 into an agreement with the MTC (Attachment B) to expand the system within San Francisco, Oakland, Berkeley, and San Jose with no public funding. These cities were selected for expansion based on positive correlations between bike share trips and population density, diversity of land uses, and concentration of bike share stations. Over the next two years, the BABS system will expand from 700 bikes to 7,000 bicycles, making it one of the largest and densest bike sharing systems in North America. The City of San Mateo launched a 50-bike SoBi pilot bike sharing system in early May 2016 and staff will be tracking performance of this system in the coming months. The City of Mountain View and City of Redwood City have expressed an interest in the smart bike model and have indicated a willingness to collaborate in an effort to have an interoperable smart bike system for the peninsula. Staff will return to City Council in August or September 2016 with more details about a SoBi bike share system for Palo Alto. Discussion The Program Agreement between the City of Palo Alto and Motivate, LLC includes language requiring Motivate, LLC to continue to operate the existing bike share stations according to the terms and conditions of the Continuation Agreement. The term of the Program Agreement is from July 1, 2016 to November 30, 2016. The agreement references a monthly operating fee of $100 per bike share dock and also specifies payment instructions. The Program Agreement also references details on bike share operations such as the rebalancing of bicycles, fee structure, responsibility for system planning, etc. The terms are substantially the same as those in which the City initially participated in with the BABS pilot program. Resource Impact In accordance with the MTC agreement with Motivate, LLC, the City will pay the operator the cost to operate and maintain existing BABS equipment. The operating fee is $100 per dock per month for a total cost of $37,500 as outlined in Appendix B of the MTC agreement [Attachment B]. There are 75 docks within the City of Palo Alto. In addition, the Program Agreement potentially requires the City to pay an additional monthly fee of $12.50 per dock, for a total monthly cost of $937.50 to upgrade existing equipment ($4,687.50 for the five-month term of the contract). Motivate, LLC, has stated that they are uncertain when this equipment upgrade will occur. If it takes place after the Program Agreement expires, then no upgrade fees would be incurred by the City of Palo Alto. The contract also allows for two discretionary moves of bike share station equipment. Any additional station relocations beyond the two permitted in the contract would result in additional fees. Staff does not anticipate any changes to bike share station locations prior to deploying a new system, however unforeseen relocations could occur due to roadway projects or private development projects, etc. City of Palo Alto Page 3 Adequate funding for this Program Agreement and any additional upgrade fees is available in Capital Improvement Program Project PL-04010 Bicycle and Pedestrian Transportation Plan Implementation. Timeline Approval of the attached Program Agreement [Attachment A] will extend the current expiration date of the City’s five pilot bike share program stations from July 1, 2016 to November 30, 2016. Staff will return to Council in August or September 2016 with more information about a replacement smart bike bike share system. Environmental Review This Program Agreement is exempt from review under the California Environmental Quality Act, pursuant to CEQA Guidelines Section 15301, Class 1 — Existing Facilities, the continuation of an existing use that involves "negligible or no expansion of an existing use...[related to] existing bicycle and pedestrian trails, and similar facilities." Attachments: Attachment B - MTC-Motivate LLC Continuation Agreement (PDF) Attachment A - Palo Alto/Motivate, LLC Program Agreement (PDF) 203193300.19 BAY AREA BIKE SHARE PROGRAM AGREEMENT between METROPOLITAN TRANSPORTATION COMMISSION and BAY AREA MOTIVATE, LLC December 31, 2015 203193300.19 -ii- Table of Contents DEFINED TERMS ................................................................................................... 2 SCOPE OF SERVICES .......................................................................................... 13 PROGRAM AREA AND EXPANSION; PROGRAM SIZE; PROGRAM TIMING .................................................................................... 18 SITING .................................................................................................................... 21 RESERVED ............................................................................................................ 22 IMPROVEMENTS, MAINTENANCE, REPAIR AND OPERATION ................ 22 ADVERTISING AND SPONSORSHIP ................................................................. 23 REVENUE SHARING ........................................................................................... 24 PRICE SCHEDULES. ............................................................................................ 26 MERCHANDISING, LICENSING AND INTELLECTUAL PROPERTY ........ 29 RESERVED .......................................................................................................... 30 RESERVED .......................................................................................................... 30 MARKETING ....................................................................................................... 30 WEBSITE ............................................................................................................. 31 SECURITY FUND ............................................................................................... 32 INDEMNITY ........................................................................................................ 34 INSURANCE ........................................................................................................ 34 TERMINATION AND DEFAULT ...................................................................... 37 RIGHTS OF RECOGNIZED LENDER ............................................................... 41 EMPLOYMENT ................................................................................................... 43 INSPECTION AND AUDIT RIGHTS ................................................................. 44 RESTRICTION AGAINST ASSIGNMENT ....................................................... 44 DISPUTE RESOLUTION PROCESS .................................................................. 45 REPRESENTATIONS AND WARRANTIES OF OPERATOR ......................... 46 MISCELLANEOUS ............................................................................................. 47 203193300.19 iii APPENDICES APPENDIX A KEY PERFORMANCE INDICATORS AND LIQUIDATED DAMAGES APPENDIX B COST OF EQUIPMENT APPENDIX C REPORTING REQUIREMENTS APPENDIX D FUNCTIONAL SPECIFICATIONS ATTACHMENT ATTACHMENT A AGREEMENT TO CONTINUE PILOT BIKE SHARE PROGRAM 203193300.19 -1- BAY AREA BIKE SHARE PROGRAM AGREEMENT THIS BAY AREA BIKE SHARE PROGRAM AGREEMENT (this “Agreement”), has been executed and delivered as of December 31, 2015 (the “Effective Date”) by and between the METROPOLITAN TRANSPORTATION COMMISSION, an agency of the State of California established pursuant California Government Code § 66500 et seq., having an office at 101 Eighth Street, Oakland, California (“MTC”), and BAY AREA MOTIVATE, LLC, a Delaware limited liability company, having any office at 5202 Third Avenue, Brooklyn, New York 11220 (“Operator”). W I T N E S S E T H: WHEREAS, self-service bicycle sharing programs are revolutionizing the way residents commute and tourists travel within cities in Europe and North America, and a regional self-service bicycle sharing program with public access has been determined by MTC and the Participating Cities (as defined below) to be a desirable and valuable mode of alternative public transportation for the San Francisco Bay Area; and WHEREAS, a bike sharing program will provide a 24-hour transportation network that complements existing transit and transportation options, increases multi-modal travel options in the region and encourages bicycle use as a healthy, environmentally friendly and congestion-reducing transportation option; and WHEREAS, MTC authorized its Executive Director to negotiate an agreement with Operator to design, build, operate, maintain and market a network of publicly available bicycles in a bike share system within the cities of Berkeley, Emeryville, Oakland, San Francisco and San Jose (subject to Section 2.16, each a “Participating City”, and collectively, the “Participating Cities”); WHEREAS, accordingly, MTC and Operator have negotiated this Agreement for the design, build, operation, maintenance and marketing of a network of publicly available bicycles in a bike share program in the Participating Cities; WHEREAS, this Agreement also addresses the continuation of the pilot bike share program established in 2013 in San Francisco, Redwood City, Palo Alto, Mountain View and San Jose (the “Pilot Program”; the foregoing cities being the “Pilot Cities”) pursuant to Bike Share Program Agreement dated February 6, 2013 (as amended, the “AD Agreement”) between Alta Bicycle Share, Inc. and The Bay Area Air Quality Management District (the “Air District”); WHEREAS, concurrently with the execution and delivery of this Agreement, Operator, the cities of Emeryville, San Francisco and San Jose, and MTC are executing a Coordination Agreement (“Coordination Agreement”) that sets forth certain rights, liabilities, and responsibilities of each party thereto with respect to the Program, and defines the organizational, management, and operational structure for the successful development of the Program. NOW, THEREFORE, in consideration of the foregoing clauses, which clauses are hereby made a part of this Agreement, and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties do hereby covenant and agree as follows: 203193300.19 -2- DEFINED TERMS For purposes of this Agreement and the Appendices and Exhibits, the following terms, phrases, words, and their derivatives shall have the meanings set forth in this Section. 1.1 “AAA” has the meaning given such term in Section 23.1.2. 1.2 “AD Agreement” has the meaning given such term in the Recitals. 1.3 “AD Equipment” shall mean bike share equipment paid for by the Air District or Pilot Cities under the AD Agreement. 1.4 “Adjustment” shall mean permanent or temporary changes to a Station’s size or configuration, and changes to Street Treatments and Street Markings as necessitated by such, without changes to the Station location. 1.5 “Advertising” shall mean any printed matter, including, but not limited to, words, pictures, photographs, symbols, graphics or visual images of any kind, or any combination thereof, promoting or soliciting the sale or the use of a product or service or providing other forms of textual or visual messages or information for the sale or the use of a product or service, but in no event shall it include any textual information that is required to be posted on any Equipment by any federal, state or local law, rule or regulation, or by this Agreement. 1.6 “Advertising Restrictions” has the meaning given such term in Section 7.2. 1.7 “Agents” has the meaning given such term in Section 17.1. 1.8 “Agreed Completion Dates” shall mean, collectively, the Agreed Phase I Completion Date, the Agreed Phase II Completion Date, the Agreed Phase III Completion Date, the Agreed Phase IV Completion Date and the Agreed Phase V Completion Date. 1.9 “Agreed Phase I Completion Date” has the meaning given such term in Section 3.4.1. 1.10 “Agreed Phase II Completion Date” has the meaning given such term in Section 3.4.2. 1.11 “Agreed Phase III Completion Date” has the meaning given such term in Section 3.4.3. 1.12 “Agreed Phase IV Completion Date” has the meaning given such term in Section 3.4.4. 1.13 “Agreed Phase V Completion Date” has the meaning given such term in Section 3.4.5. 1.14 “Agreed Phase I Site Permit Submission Date” has the meaning given such term in Section 3.4.1. 1.15 “Agreed Phase II Site Permit Submission Date” has the meaning given such term in Section 3.4.2. 203193300.19 -3- 1.16 “Agreed Phase III Site Permit Submission Date” has the meaning given such term in Section 3.4.3. 1.17 “Agreed Phase IV Site Permit Submission Date” has the meaning given such term in Section 3.4.4. 1.18 “Agreed Phase V Site Permit Submission Date” has the meaning given such term in Section 3.4.5. 1.19 “Agreed Site Permit Submission Dates” shall mean, collectively, the Agreed Phase I Site Permit Submission Date, the Agreed Phase II Site Permit Submission Date, the Agreed Phase III Site Permit Submission Date, the Agreed Phase IV Site Permit Submission Date and the Agreed Phase V Site Permit Submission Date. 1.20 “Agreement” has the meaning given such term in the Preamble, together with all Appendices and Exhibits, and all amendments or modifications hereof or thereof. 1.21 “Air District” has the meaning given such term in the Recitals. 1.22 “Alcohol Advertising” shall mean Advertising or Sponsorship, the purpose or effect of which is (i) to identify a brand of an alcohol product, a trademark of an alcohol product or a trade name associated exclusively with an alcohol product, or (ii) to promote the use or sale of an alcohol product. 1.23 “Annual Member” shall mean a user having an Annual Membership. 1.24 “Annual Membership” has the meaning given such term in Section 9.2.1. 1.25 “Annual Membership Fee” has the meaning given such term in Section 9.2.1. 1.26 “Annual Membership Fee Cap” has the meaning given such term in Section 9.2.1. 1.27 “Applicable Interest Rate” in effect at any date shall mean the prime rate as most recently published in the Eastern edition of the Wall Street Journal on or prior to such date plus 3%. 1.28 “Assessment Period” has the meaning given such term in Section 2.6.2(b). 1.29 “Back-end Software” designates all Software components of the central application provided by Operator’s Software vendor and stored on the servers of such vendor, used for operation of such vendor’s equipment, and accessible online from a remote location using the Hosted Infrastructure. 1.30 “Bankruptcy Code” means the Bankruptcy Reform Act of 1978, as amended (Title 11 (U.S.C.). 1.31 “Berkeley Effective Date” has the meaning given such term in Section 2.16. 1.32 “Bicycle” shall mean a vehicle with pedals and with 2 wheels held in a frame and aligned one behind the other and steered with a steering wheel as further described in Appendix D. “Bicycle” shall not include motorized vehicles, including scooters or mopeds. For the avoidance of doubt, electric assisted bicycles constitute Bicycles and do not constitute motorized vehicles. 203193300.19 -4- 1.33 “Bicycle Availability” shall mean conformance with the required Bicycle Fleet Level. 1.34 “Bicycle Fleet Level” shall mean the number of Bicycles that are operational, on-the-street and available for public use. 1.35 “Bicycle Maintenance” shall mean, at a minimum, that the following checks are performed on a Bicycle, with deficient elements repaired or replaced as necessary: 1.35.1 Check tire pressure, and add air as may be needed, to recommended Pounds per Square Inch measurement; 1.35.2 Check tightness of handlebars, headset bearings, and full handlebar range of motion (left to right); 1.35.3 Check tightness of seat, seat post quick-release, and see that seat post moves freely in full range of motion (up and down); 1.35.4 Check brake function (front and rear); 1.35.5 Check grips for wear and brake levers for tightness and damage; 1.35.6 Check bell for tightness and correct function; 1.35.7 Check handlebar covers for damage and instruction stickers; 1.35.8 Check front basket for tightness and damage, and check bungee cord for wear; 1.35.9 Check for correct gears and shifter function through all 5 gears; 1.35.10 Check fenders (front and rear) for damage, and clean outside of fenders; 1.35.11 Check tires (front and rear) for damage or wear; 1.35.12 Check wheels (front and rear) for trueness, broken or bent spokes and hub or axle tightness; 1.35.13 Check LED lights (front and rear) for function; 1.35.14 Check reflectors on wheels, seat and basket, to ensure they are present, clean, and undamaged; 1.35.15 Check pedals and cranks for tightness; 1.35.16 Lubricate and clean chain and check chain tensioner for correct function; 1.35.17 Check kickstand for correct function; and 1.35.18 Take brief test ride to ensure overall correct function of Bicycle. 203193300.19 -5- 1.36 “Bikeshare Holdings” shall mean Bikeshare Holdings LLC, a Delaware limited liability company, the sole member of Operator, and its successors. 1.37 “Claims” has the meaning given such term in Section 16.1. 1.38 “Cluster” shall mean, with respect to any Station, the Stations located within one-third of a mile from such Station, unless fewer than 3 other Stations are located within one-third of a mile from such Station, in which case such Station’s Cluster shall mean the 3 other Stations located closest to such Station. 1.39 “Cluster Outage” shall mean an instance when either: 1.39.1 There are no empty, Operable Docks available at any of the Stations in a Cluster; 1.39.2 There are no Bicycles available for use at any of the Stations in a Cluster. (Bicycles Wrenched in Docks are not considered as available for use.) 1.40 “Computer Hardware” electronic component that provides information or controls a mechanical device and that is controlled by local or remote software. 1.41 “Contract Year” has the meaning given such term in Section 8.1.1. 1.42 “Coordination Agreement” has the meaning given such term in the Recitals. 1.43 “CPI” shall mean the Consumer Price Index for the Consolidated Metropolitan Statistical Area covering San Francisco-Oakland-San Jose, as measured by the Consumer Price Index for All Urban Consumers, as published from time to time by the Bureau of Labor Statistics, U.S. Department of Labor. 1.44 “CPI Adjustment” shall mean, with respect to a specific cost, that such cost is subject to annual adjustment each January 1 based on changes in the CPI from the Effective Date to the date of adjustment. 1.45 “Deactivation” shall mean, at a minimum, shut-down of Kiosk (or display of messaging on Kiosk screen indicating that Station is out of service) removal of all Bicycles present, installation of physical barriers on all Docks that prevent docking of Bicycles, and designation of the Station as “Out of Service” on the Program website, app, and all other real-time data sources. A Deactivation event is not over until the Station has been reactivated. 1.46 “Default” has the meaning given such term in Section 18.1. 1.47 “De-Installation” shall mean, at a minimum, (i) the temporary or permanent full removal of the Station and its associated Street Treatments, and, (ii) the designation of the Station as “Out of Service” on, or removal of the Station from, the Program website, app, and all other real-time data sources. 1.48 “Designated Representative” has the meaning given such term in Section 25.1. 1.49 “Discovery” shall mean any Operator employee gaining actual knowledge by personal observation of such employee or by Notification of any defect in the Equipment or Program. 203193300.19 -6- 1.50 “Dispute Resolution Process” has the meaning given such term in Section 23.1. 1.51 “Docks” shall mean the locking mechanisms contained on a Station that are designed to receive a Bicycle for locked storage. 1.52 “Electing City” shall mean a Peninsula Pilot City or other Eligible City that elects, in accordance with Section 3.2, to participate in the Program. 1.53 “Effective Date” has the meaning given such term in the Preamble. 1.54 “Eligible City” shall mean any city located in the MTC Area. 1.55 “Equipment” shall include Stations, Kiosks, Docks and Bicycles, either individually or in any combination thereof. 1.56 “Escrow Agreement” means an escrow agreement to be executed among the vendor of the Software, Operator, and a nationally reputable company that provides escrow deposit services with respect to software and technology, as escrow agent, for the deposit, storage and release of the proprietary source code of Vendor for all of Vendor’s software made available to Operator to operate the Equipment, which agreement shall be in form acceptable to the parties thereto and in form reasonably acceptable to MTC. 1.57 “Event of Force Majeure” shall mean a delay, suspension or interruption due to strike; war or act of war (whether an actual declaration of war is made or not); terrorism; insurrection; riot; injunction; fire, flood or similar act of providence; or other similar causes or events to the extent that such causes or events are beyond the control of the Party claiming an Event of Force Majeure, provided in each case that such Party has taken and continues to take all reasonable actions to avoid or mitigate such delay, suspension or interruption and provided that such Party notifies the other Party to this Agreement in writing of the occurrence of such delay, suspension or interruption within 5 business days, or if not reasonably practicable, as soon thereafter as reasonably practicable, of the date upon which the Party claiming an Event of Force Majeure learns or should have learned of its occurrence. A delay in a decision by a government entity, the approval of which is a condition to an occurrence, shall not constitute an “Event of Force Majeure” unless such delay is beyond the normal period in which such entity generally acts with respect to the type of decision being sought and only if the Party claiming Event of Force Majeure has taken and continues to take all reasonable steps to pursue such decision. The financial incapacity of Operator shall not constitute an Event of Force Majeure. 1.58 “Executive Director” shall mean the Executive Director of MTC, or any successor in function to the Executive Director. 1.59 “Firearms Advertising” shall mean Advertising or Sponsorship, the purpose or effect of which is (i) to identify a brand of firearms or ammunition, a trademark of a firearm or ammunition or a manufacturer of firearms or ammunition, or a trade name associated exclusively with a firearms or ammunition, or (ii) to promote the use or sale of firearms or ammunition. 1.60 “Functional Specifications” shall mean the specifications set forth in Appendix D, subject to Section 6.7. 203193300.19 -7- 1.61 “Hacking” shall mean unauthorized and intentional access to the Computer Hardware for the Program and/or Software. 1.62 “Hosted Infrastructure” means the hosting of the Back-end Software and associated network access designed and controlled by Operator’s Software vendor, which renders the Back-end Software accessible to Operator and its end users; 1.63 “Indemnified Party” and “Indemnified Parties” have the meaning given such terms in Section 16.1. 1.64 “Infill” shall mean the placement of additional Stations within the Program Area in order to address unmet demand or community request. 1.65 “Initial Meeting Date” has the meaning given such term in Section 23.1.1. 1.66 “Initial Ride Period” has the meaning given such term in Section 9.2.3. 1.67 “Initial Term” has the meaning given such term in Section 2.2. 1.68 “Installation Scheduling Permits” shall mean permits required for the scheduling of the installation of Station-related Equipment at Sites proposed for Stations for which a Site Permit has been issued as a check for conflicts with other activities at the same location. The “temporary occupancy permit” issued by the San Francisco Department of Public Works is an example of an Installation Scheduling Permit. 1.69 “Institutional Lender” shall mean any savings bank, a savings and loan association, a commercial bank or trust company (whether acting individually or in a fiduciary capacity), an insurance company organized and existing under the laws of the United States or any state thereof, a religious, educational or eleemosynary institution, a federal, state or municipal employee’s welfare, benefit, pension or retirement fund, any governmental agency or entity insured by a governmental agency, a credit union, trust or endowment fund, or any combination or syndicate of Institutional Lenders or other lenders that is led by an agent that qualifies as an Institutional Lender (in which case such combination or syndicate shall, for purposes of this Agreement, constitute a single Institutional Lender); provided, that each of the above entities (or, in the case of any such combination or syndicate, the agent) shall qualify as an Institutional Lender only if it (a) is subject to service of process within the State of California and (b) has a net worth of not less than $50,000,000 and net assets of not less than $250,000,000. A wholly-owned subsidiary of any of Person that qualifies as an Institutional Lender is also an Institutional Lender. 1.70 “Key Performance Indicators” (or “KPIs”) has the meaning given such term in Appendix A. 1.71 “Kiosk” shall mean the payment terminal that provides Bicycle rental instructions, contains payment equipment (e.g., a credit card device), and includes all other physical means necessary for the rental of Bicycles. 1.72 “KPI Contest Notice” has the meaning given such term in Section 2.6.3(b). 1.73 “KPI Change Request” has the meaning given such term in 2.6.2(a). 203193300.19 -8- 1.74 “KPI Failure Notice” has the meaning given such term in 2.6.3 (a). 1.75 “KPI LD Payment Date” has the meaning given such term in Section 2.6.3(b). 1.76 “Liabilities” has the meaning given such term in Section 16.1. 1.77 “Membership Fee” has the meaning given such term in Section 9.1. 1.78 “MTC” has the meaning given such term in the Preamble, together with any successor thereto. 1.79 “MTC Area” means the 9 counties in the San Francisco Bay Area within MTC’s jurisdiction. 1.80 “MTC/Participating City Property” shall mean the trademarks, logos, servicemarks, and other intellectual property rights of MTC and/or the Participating Cities. 1.81 “Notification” shall mean all information provided by MTC, a Participating City or the general public to Operator about a specific defect or problem concerning the Program, Equipment or operations of the Program by written document, email to Operator’s public information email address for the Program, or telephone call to Operator’s call-in center for the Program. 1.82 “Oakland Effective Date” has the meaning given such term in Section 2.16. 1.83 “Operable Dock” shall mean a Dock that can both rent and receive bicycles from all Program users and is not physically obstructed in a manner that would prevent such use. 1.84 “Operable Station” shall mean a Station at which at least 90 percent of all installed Docks are Operable Docks from which an Annual Member can check out and return a Bicycle. 1.85 “Operator” has the meaning given such term in the Preamble. 1.86 “Operator Property” has the meaning given such term in Section 10.3. 1.87 “Operator Basic Function Software” shall mean software and other intellectual property developed by Operator that is integral to the basic function of the Program (such as mobile apps that allow for the unlocking of Bicycles). As of the Effective Date, no Operator Basic Function Software has been developed. 1.88 “Operator Non-Basic Function Software” shall mean software and other intellectual property developed by Operator that enhances the functionality of the Program but is not necessary for the basic function of the Program (such as the Program website or mobile apps that allow users to identify nearby Stations with available Bicycles or available Docks). 1.89 “Participating City” and “Participating Cities” have the meaning given such terms in the Preamble. 1.90 “Participating City Delay” has the meaning given such term in Section 4.2. 203193300.19 -9- 1.91 “Parties” shall mean MTC and Operator, and “Party” shall mean one of them, as the context requires. The term “parties” shall mean, collectively, Operator, MTC and the Participating Cities. 1.92 “Payment Breach” has the meaning given such term in Section 15.3.1. 1.93 “Peak Hours” has the meaning given such term in Section 2.6.2(b). 1.94 “Peninsula Pilot Cites” shall mean the cities of Mountain View, Palo Alto and Redwood City. 1.95 “PII” has the meaning given such term in Section 2.15. 1.96 “Person” shall mean any human being or any association, firm, partnership, joint venture, corporation, limited liability company, governmental entity or other legally recognized entity, whether for profit or not for profit. 1.97 “Pilot Cities” has the meaning given such term in the Recitals. 1.98 “Phase” shall mean any one of Phase I, Phase II, Phase III, Phase IV and Phase V, as the context requires, and Phases shall mean, collectively, Phase I, Phase II, Phase III, Phase IV and Phase V. 1.99 “Phase I” has the meaning given such term in Section 3.4.1. 1.100 “Phase II” has the meaning given such term in Section 3.4.2. 1.101 “Phase III” has the meaning given such term in Section 3.4.3. 1.102 “Phase IV” has the meaning given such term in Section 3.4.4. 1.103 “Phase V” has the meaning given such term in Section 3.4.5. 1.104 “Phase I Stations” has the meaning given such term in Section 3.4.1. 1.105 “Phase II Stations” has the meaning given such term in Section 3.4.2. 1.106 “Phase III Stations” has the meaning given such term in Section 3.4.3. 1.107 “Phase IV Stations” has the meaning given such term in Section 3.4.4. 1.108 “Phase V Stations” has the meaning given such term in Section 3.4.5. 1.109 “PPI” shall mean the Producer Price Index for the United States, as measured by the Producer Price Index for final demand, as published from time to time by the Bureau of Labor Statistics, U.S. Department of Labor. 1.110 “PPI Adjustment” shall mean, with respect to a specific cost, that such cost is subject to annual adjustment each January 1 based on changes in the PPI from the Effective Date to the date of adjustment. 203193300.19 -10- 1.111 “Program” shall mean Equipment, Sites, website, Backend Software and Computer Hardware and the Services. 1.112 “Program Area” shall mean the entire area of all Participating Cities. 1.113 “Program Fleet” shall mean the total number of Bicycles required to serve the Program Area as specified in Section 3. 1.114 “Program Name” has the meaning given such term in Section 10.2. 1.115 “Program Property” shall mean (a) the Equipment, and (b) all relevant licenses and rights to the Equipment and the Software (excluding Operator Non-Basic Function Software). 1.116 “Program Property Assignment Conditions” shall mean the following: (a) Operator and the purchaser of the Program Property have agreed on the purchase price for the Program Property, which shall be based on the fair market value of the Program Property as an installed system at the time of the purchase, (b) such purchaser has paid Operator the agreed upon purchase price for the Program Property, and (c) such purchaser and Operator have entered into a license agreement with respect to the Operator Basic Function Software, which license agreement shall (i) strictly prohibit use of the Operator Basic Function Software for any other purpose other than the operation of the Program during such purchaser’s tenure as operator of the Program, (ii) strictly prohibit the sale, lease, license, sublicense or other transfer of such software, (iii) strictly prohibit any attempt to derive the source code of such software, (iv) strictly prohibit the development of any derivative software based on such software, and (v) contain such other customary terms and provisions intended to govern the licensing and use of proprietary software by a competitor of the licensor to prevent, or limit the risk of, unauthorized use or infringement of such software by such licensee or any third party, and such other customary terms and provisions intended to protect the licensor from the licensee or any third party obtaining proprietary information for use by such licensee or any third party other than the use specifically authorized in such license agreement. 1.117 “Prohibited Advertising” shall mean outdoor advertising that is prohibited by local laws, regulations or ordinances of the Participating City. 1.118 “Property Damage Breach” has the meaning given such term in Section 15.3.2. 1.119 “Rebalancing” shall mean actions taken by Operator to prevent or rectify Cluster Outages, subject, however, to Section 2.6.2(b). 1.120 “Recognized Lender” shall mean the holder of a Recognized Loan. 1.121 “Recognized Loan” shall mean any loan that is held by an Institutional Lender. 1.122 “Regular Annual Member” has the meaning given such term in Section 9.2.1. 1.123 “Regular Annual Membership” has the meaning given such term in Section 9.2.1. 1.124 “Renewal Term” has the meaning given such term in Section 2.4. 1.125 “Renewal Condition” has the meaning given such term in Section 2.4. 203193300.19 -11- 1.126 “Replacement Agreement” has the meaning given such term in Section 19.4. 1.127 “Revenue Sharing Credit Period” has the meaning given such term in Section 8.2.4. 1.128 “Ridership Revenue” has the meaning given such term in Section 8.1.2. 1.129 “Ridership Revenue Hurdle” has the meaning given such term in Section 8.1.3. 1.130 “Scheduled Phase I Completion Date” has the meaning given such term in Section 3.4.1. 1.131 “Scheduled Phase II Completion Date” has the meaning given such term in Section 3.4.2. 1.132 “Scheduled Phase III Completion Date” has the meaning given such term in Section 3.4.3. 1.133 “Scheduled Phase IV Completion Date” has the meaning given such term in Section 3.4.4. 1.134 “Scheduled Phase V Completion Date” has the meaning given such term in Section 3.4.5. 1.135 “Scheduled Phase V Plus 90 Days Date” has the meaning given such term in Section 8.2.4. 1.136 “Scheduled Phase Completion Date” shall mean any of the Scheduled Phase I Completion Date, the Scheduled Phase II Completion Date, the Scheduled Phase III Completion Date, the Scheduled Phase IV Completion Date or the Scheduled Phase V Completion Date, as the context requires. 1.137 “Security Fund” has the meaning given such term in Section 15.1. 1.138 “Self-Help Situation” has the meaning given such term in Section 15.3.3. 1.139 “Services” shall mean the installation, operation and maintenance of the Stations and the acquisition, placement, maintenance and rental to users of the Bicycles. 1.140 “Site” shall mean a designated area on publicly or privately owned real property, which area contains a Station that conforms to the Siting Criteria. 1.141 “Site Permits” shall mean permits for installation of Station-related Equipment at Sites proposed for Stations (other than Installation Scheduling Permits or Special Traffic Permits). 1.142 “Siting Criteria” has the meaning given such term in the Coordination Agreement. 1.143 “Software” shall means the software and the Equipment it runs on required to operate the Equipment. 1.144 “Special Traffic Permit” shall mean a permit required if installation of Station-related Equipment will interfere with pedestrian, bicycle, transit or vehicular traffic in a material respect. The Special Traffic Permit issued by the San Francisco Municipal Transportation Authority (SFMTA) in accordance with SFMTA’s Regulations for Working in San Francisco Streets is an example of a Special Traffic Permit. 1.145 “Sponsor” means a Person contributing payments for the Program in exchange for acknowledgment of its contribution. 203193300.19 -12- 1.146 “Sponsor Property” has the meaning given such term in Section 10.2. 1.147 “Sponsorship” shall mean an arrangement pursuant to which, in connection with a payment or payments that will be used to help defray the costs of installing or operating the Program, the Person contributing such payment or payments is acknowledged by the Parties for such contribution. 1.148 “Sponsorship Revenue” has the meaning given such term in Section 8.1.4. 1.149 “Sponsorship Revenue Hurdle” has the meaning given such term in Section 8.1.5. 1.150 “State” shall mean the State of California. 1.151 “Station” shall mean a Kiosk (subject to Section 6.5), map module, a variable number of Docks and, when applicable, Street Treatment(s) and Street Markings, designed in accordance with the Functional Specifications set forth in Appendix D. 1.152 “Station Cleaning” shall mean, at a minimum that the following tasks are performed by Operator at a Station: 1.152.1 Removal of litter at the Station; and 1.152.2 As needed power washing of the Docks and Street Treatments comprising a Station and the pavement area on which a Station is situated. 1.153 “Street Marking(s)” shall mean thermoplastic paint markings and/or striping on the pavement for the express purpose of demarcating a Station. 1.154 “Street Treatments” shall mean the three-dimensional objects used to demarcate the Station, and protect it from adjacent parking and moving traffic. Such objects may include, but are not limited to, delineators and wheel stops. 1.155 “Street Treatment Requirements” shall mean a Participating City’s requirements with respect to Street Treatments as set forth in the Siting Criteria for such Participating City. 1.156 “Term” has the meaning given such term in Section 2.2. 1.157 “Title Sponsor” shall mean Operator’s system-wide Sponsor for the entire Program. 1.158 “Tobacco Advertising” shall mean Advertising or Sponsorship that bears a health warning required by federal statute, the purpose or effect of which is to identify a brand of a tobacco product (any substance that contains tobacco, including, but not limited to, cigarettes, cigars, pipe tobacco and chewing tobacco), a trademark of a tobacco product or a trade name associated exclusively with a tobacco product, or to promote the use or sale of a tobacco product. 1.159 “Trips” shall mean the use of a Bicycle from one Station to another Station or back to the initial Station. 1.160 “Vendor” shall mean the company selected by Operator to provide the Software (other than the Operator Software). 203193300.19 -13- 1.161 “Wayfinding Elements” shall mean the maps posted on every Station, showing the location of each Station. 1.162 “Wrench” shall mean the action of locking a Bicycle in a Dock such that it cannot be released by Program users pending action by Operator. SCOPE OF SERVICES 2.1 General Requirements. Operator shall (a) provide the Services in conformance with the terms of this Agreement, (b) provide all of the Equipment and Software required to operate the Program, (c) procure all of the relevant licenses and rights to use the Equipment and Software to operate the Program, (d) procure all licenses and permits from applicable governmental agencies that are required to provide the Services from all applicable governmental agencies, and (e) comply with all applicable laws, rules and regulations of the United States, the State and the Participating Cities. 2.2 Initial Term. The term (the “Term”) of this Agreement shall commence on the Effective Date and shall end on the last day of the calendar month in which the 10th anniversary of the earlier of (a) the date that Phase I is completed, and (b) the Agreed Phase I Completion Date occurs (the “Initial Term”), subject to Section 2.3. 2.3 Reduction of Initial Term. If Operator does not complete 75% of Phase I, Phase II, Phase III, or Phase IV by the Agreed Phase I Completion Date, the Agreed Phase II Completion Date, the Agreed Phase III Completion Date, the Agreed Phase IV Completion Date, respectively, or 100% of Phase V by the Agreed Phase V Completion Date, then MTC shall have the right, by notice to Operator given with 60 days of the respective missed Completion Date, to reduce the Initial Term by 5 years, subject to the rights of the Recognized Lender set forth in Section 19.5. In addition, if on the 4th anniversary of the earlier of (a) the date that Phase I is completed, and (b) the Agreed Phase I Completion Date, a Default exists under Section 18.1.5, then MTC shall have the right, by notice to Operator given with 60 days of such 4th anniversary, to reduce the Initial Term by 5 years, subject to the rights of the Recognized Lender set forth in Section 19.5. Any amounts due pursuant to Section 8.2 shall be due within 120 days after expiration of the Term as reduced pursuant to this Section 2.3. 2.4 Renewal Term. If the Initial Term has not been reduced pursuant to Section 2.3 and Operator is in substantial compliance with the terms of this Agreement one year prior to the expiration of the then current Term (the “Renewal Condition”), then, upon mutual agreement of the Parties, the Term may be extended for 2 5-year renewals terms (each a “Renewal Term”) on substantially equivalent terms applicable to the Initial Term. Subject to Operator’s satisfaction of the Renewal Condition and the mutual agreement of the Parties to extend the Term, MTC and Operator shall engage in good faith negotiations on a mutually acceptable agreement for each Renewal Term commencing one year prior to the expiration of the then current Term with the goal of the Parties entering into an agreement for the respective Renewal Terms prior to the commencement of each Renewal Term. Until such agreement is entered into for the initial Renewal Term, this Agreement shall govern the relationship between the Parties, and until such agreement is entered into for the second Renewal Term, the agreement for the initial Renewal Term shall govern the relationship between the Parties. 203193300.19 -14- 2.5 Non-Renewal. Notwithstanding anything to the contrary contained in Section 2.4, Operator has the right not to renew the Term for either Renewal Term by notice given to MTC not later than 6 months prior to the expiration of the then current Term. If Operator gives MTC a non-renewal notice in accordance with the preceding sentence, then this Agreement shall end upon the expiration of the then current Term. 2.6 Services. 2.6.1 Subject to Events of Force Majeure, following completion of Phase I, Operator shall operate the Program so that it is fully operational at all Stations, consistent with the Key Performance Indicators as set forth in Appendix A, 24 hours per day, seven days per week, every day of each year, during the Term. 2.6.2 Adjustments to KPIs. (a) KPIs in General. Notwithstanding anything to the contrary, if at any time and from time to time either Party in good faith believes that the KPIs should be updated, including by amending, supplementing or replacing them, (a) on account of technological developments incorporated into the Program by Operator, or (b) because the Party seeking changes believes the KPIs are ineffective, or not as effective as the KPIs could be, in strengthening the Program, the customer experience, and Operator’s performance, then the Party seeking changes to the KPIs shall submit proposed changes to the KPIs together with an explanation of how the proposed changes would address the deficiencies in the then existing KPIs (“KPI Change Request”). Within 10 business days thereafter, the other Party shall either accept the KPI Change Request in writing, or reject the KPI Change Request along with the reasons for the rejection. In the case of such rejection, at the request of the Party submitting the KPI Change Request, the matter will be referred to discussion in accordance with Section 23.1.1, except the matter will not be subject to mediation in accordance with Section 23.1.2. If the matter is not resolved within 30 business days of the KPI Change Request, the KPIs shall not be changed pursuant to the KPI Change Request. In lieu of rejecting or accepting a proposed KPI change, the Parties may agree to test trials to test proposed changes and then defer any decision until the conclusion of the trial period. (b) Rebalancing. It is the objective of Operator to maximize the utility of the Program and the customer experience at all times, but particularly during the hours between 6:00 AM and 10:00 PM (“Peak Hours”), in a cost effective manner. Maximizing utility requires that Operator take affirmative steps to address severe imbalances in the demand for and supply of available Bicycles and empty Operable Docks during Peak Hours, which imbalances typically arise from patterns in demand and usage in which Bicycles typically travel in one direction. Operator’s objective is to minimize instances, and minimize the duration of those instances, in a cost effective manner, when the demand for an empty Operable Dock or an available Bicycle at a Station is not met by the available supply at that Station. Achieving this objective is a multistep and collaborative process requiring the involvement, cooperation and flexibility on the part of Operator, MTC and the Participating Cities. To achieve this objective, during the period commencing upon the completion of Phase I and ending 6 months after the completion of Phase V (the “Assessment Period”), the parties will (i) observe demand and use patterns as the Program is being implemented to identify the times and locations that a shortage of empty Operable Docks and/or a shortage of available Bicycles arises and the extent of the shortages at those time and locations; and (ii) assess alternative approaches to alleviating outages, including, by way of example, by (A) enlarging existing Stations or adding new Stations in areas in which there is a shortage, (B) finding and utilizing storage areas located near Stations that experience Bicycle shortages so that additional Bicycles can be 203193300.19 -15- deployed quickly, (C) prioritizing Stations by demand and time of demand so that Operator may, at any particular time, focus more attention on those Stations with the highest demand at that time and less attention on those Stations with weaker demand at that time and have greater flexibility to address those Stations with weaker demand, and (D) identifying the optimal time of day for Operator to transport Bicycles from areas in which there is a shortage of empty Operable Docks to areas in which there is a shortage of Bicycles, which optimality will take into account when it is most efficient for Operator to transport the Bicycles in order to meet the anticipated demand at the transferee Stations. As the parties are developing approaches to alleviating outages during the Assessment Period, the parties shall also reformulate a commercially reasonable KPI for Rebalancing. While Operator will strive to reduce and eliminate Cluster Outages at all times commencing on the completion of a Phase, liquidated damages for the Rebalancing KPI will not be assessed for any Phase until 6 months after the completion of such Phase. The Rebalancing KPI will be refined and reformulated during the Assessment Period, and the KPI, as refined and reformulated, will be fully implemented and effective immediately after the end of the Assessment Period. The parties recognize that as patterns of use and demand, as well as levels of use and demand, change from and after the Assessment Period, different outages may arise, which will also need to be addressed in the manner set forth above. 2.6.3 Subject to Events of Force Majeure, if Operator fails to comply with the KPIs, Operator shall be required to pay MTC liquidated damages as calculated in Appendix A, provided that the maximum aggregate liquidated damages payable by Operator in any calendar year for failure to comply with the KPIs is 4% of Ridership Revenue for such calendar year. (a) MTC is entitled to liquidated damages for failure of Operator to comply with the KPIs by notice (a “KPI Failure Notice”) given to Operator (i) not more frequently than once per quarter, and (ii) not later than 120 days after the occurrence of the related failure, except with respect to the failure to comply with a KPI that is measured on an annual basis, for which the KPI Failure Notice shall be given by March 31 of the following calendar year. Each KPI Failure Notice shall provide specific and detailed information about the failure to comply and the amount of the liquidated damages due in connection therewith. (b) Prior to the later of (a) 30 days after Operator’s receipt of a KPI Failure Notice and (b) the end of the calendar quarter in which such KPI Failure Notice is given (the later of (a) and (b) being the “KPI LD Payment Date”), Operator shall either pay the full amount of liquidated damages set forth in the KPI Failure Notice or 50% of such amount along with a notification to MTC that Operator seeks to contest, in good faith, the assessment of the liquidated damages (a “KPI Contest Notice”). The KPI Contest Notice shall provide specific and detailed information that rebuts or challenges the information contained in the corresponding KPI Failure Notice. After a KPI Contest Notice is given, any disputes relating to the subject matter of the KPI Failure Notice and the KPI Contest Notice shall be resolved in accordance with the Dispute Resolution Process. (c) If Operator does not timely give a KPI Contest Notice in response to a KPI Failure Notice, then interest on the liquidated damages set forth in the KPI 203193300.19 -16- Failure Notice shall accrue at the Applicable Interest Rate in effect from time to time commencing on the KPI LD Payment Date. If Operator does timely give a KPI Contest Notice in response to a KPI Failure Notice and the Dispute Resolution Process results in Operator being required to pay liquidated damages, then Operator shall make such payment within 30 days following the date that the liquidated damages dispute is resolved in accordance with the Dispute Resolution Process, and interest on the liquidated damages shall accrue at the Applicable Interest Rate in effect from time to time commencing on such 30th date. 2.7 [INTENTIONALLY OMITTED] 2.8 Ownership of Equipment. Except as provided in Sections 3.2 and 3.3, all Equipment shall at all times be the property of Operator, subject to the lien thereon by any Recognized Lender. 2.9 Costs of Program. 2.9.1 Except as otherwise provided, each party shall bear its own costs in connection with the Program, if such costs are applicable, including, but not limited to, costs incurred in connection with: negotiating this Agreement and the Coordination Agreement and preparing the Siting Criteria; Site selection; the review required for issuance of Site Permits, Installation Scheduling Permits, Special Traffic Permits and other permits; Equipment installation; exercising enforcement, inspection and audit rights; prosecuting or defending claims arising from the Program, and marketing, to the extent that MTC and/or the Participating Cities choose to undertake marketing. 2.9.2 Except as otherwise provided in Section 2.9.3, MTC and the Participating Cities shall not be obligated to pay or bear any of the costs associated with or expenses incurred for the Equipment, Software, or Services. 2.9.3 Each Participating City may elect, if additional incremental dedicated capital and operating funds becomes available for the Program, to expand the Program within its borders by adding Stations, Docks and Bicycles, provided that such Participating City shall be responsible for securing funds to pay for the cost of purchasing, installing, maintaining and operating the Equipment required for such expansion as set forth in Appendix A of the Coordination Agreement. 2.9.4 Operator shall reimburse a Participating City for any other work performed by such Participating City under this Agreement in furtherance of the Program, provided that prior to performing such work such Participating City shall notify Operator that such work will be performed at the expense of Operator, such Participating City provides an itemized invoice for any such work, and Operator is billed for the actual cost incurred by such Participating City without a markup or premium. Operator shall pay for such work within 30 days following receipt of the itemized invoice therefor. In connection with the installation of a Station, such other work may include, but is not limited to, (i) any necessary changes to signs, parking meters and curb paint, and (ii) installation of any striping, delineators or parking blocks outside the perimeter of a Station if the foregoing items are not installed by Operator. 203193300.19 -17- 2.10 Use of Data. All data generated by the Program will be owned by Operator. Operator will grant MTC and the Participating Cities a non-exclusive, royalty-free, irrevocable, perpetual license to use all data generated by the Program, other than personally-identifiable information that can identify individual users, their addresses, their credit card information and other personal information about users, for non-commercial purposes and on a real-time basis; and MTC and each of the Participating Cities shall have the right to grant to others a sublicense to use all such data for non-commercial purposes. 2.11 [INTENTIONALLY OMITTED] 2.12 [INTENTIONALLY OMITTED] 2.13 No Discrimination. Operator shall not discriminate in the implementation of the Program or in the provision of Services on the basis of race, creed, color, national origin, sex, age, marital status, or real or perceived sexual orientation. 2.14 Accessibility. In implementing and operating the Program, Operator shall comply with all applicable requirements of the Americans with Disabilities Act, Section 508 of the Rehabilitation Act of 1973 and all other applicable federal, state and local requirements relating to persons with disabilities, including any rules or regulations promulgated thereunder. Such compliance shall extend to the location and design of Equipment as well as the Program’s website and any mobile application for the Program. 2.15 Personally Identifiable Information (“PII”). All PII obtained or maintained by Operator in connection with this Agreement shall be protected by Operator from unauthorized use and disclosure. This includes, but is not limited to, the secure transport, transmission and storage of PII used or acquired in the performance of this Agreement. Operator agrees to properly secure and maintain any computer systems (hardware and software applications) or electronic media that it will use in the performance of this Agreement. This includes ensuring all security patches, upgrades, and anti-virus updates are applied as appropriate to secure PII that may be used, transmitted, or stored on such systems in the performance of this Agreement. Operator agrees to comply with the information handling and confidentiality requirements outlined in the California Information Practices Act (Civil Code sections 1798 et.seq.). In addition, Operator warrants and certifies that in the performance of this Agreement, it will comply with all applicable statutes, rules, regulations and orders of the United States and the State of California relating to the handling and confidentiality of PII and, as provided in Section 16, agrees to indemnify MTC against any loss, cost, damage or liability by reason of Operator’s violation of this provision. 2.16 Notwithstanding anything to the contrary contained herein or in the Coordination Agreement, as of the Effective Date, (a) the City of Berkeley and the City of Oakland have not completed the approval processes necessary for such cities to execute the Coordination Agreement and for the Coordination Agreement to be effective as to such cities, (b) neither such city is a Participating City, and (c) the Coordination Agreement and this Agreement do not apply to such cities. Upon completion by each such city of its approval processes, including the adoption by each such city of a franchise ordinance as referenced in Sections 29.1 and 32.4 of the Coordination Agreement, and the execution by each such city of the Coordination Agreement, the Coordination Agreement shall thereupon be effective as to such city, each such city shall thereupon be a Participating City under this Agreement and Coordination Agreement, which agreements shall thereupon apply to such city, and the Program Area shall thereupon be expanded to encompass the entirety of such city (the date thereof, as to Berkeley, being the “Berkeley Effective Date,” and, as to Oakland, being the “Oakland Effective Date”). If either or both of such cities does not approve the execution of the Coordination Agreement, then the Parties shall make appropriate 203193300.19 -18- amendments to this Agreement and the Coordination Agreement to reflect the removal of such city or cities, as applicable, from the Program. In addition, the Parties are anticipating that the Berkeley Effective Date will occur in February, 2016 and the Oakland Effective Date will occur in March, 2016. If either such date does not occur until after March 31, 2016, then the Parties shall amend Sections 3.4 and 4.2 to make appropriate adjustments to the timing of the Program. PROGRAM AREA AND EXPANSION; PROGRAM SIZE; PROGRAM TIMING 3.1 Program Area. As of the Effective Date, the Program Area encompasses the entirety of the cities of Emeryville, San Francisco and San Jose. The Program Area shall also encompass the entirety of the City of Berkeley as of the Berkeley Effective Date and the entirety of the City of Oakland as of the Oakland Effective Date. 3.2 Program Area Expansion. Following expiration of the Pilot Program, each of the Peninsula Pilot Cities may elect, by notice to Operator, to continue the bike share program in such Peninsula Pilot City, provided that the Peninsula Pilot Cities shall be responsible for paying the cost of upgrading, purchasing, installing, maintaining and operating the Equipment in accordance with the schedule applicable to the Peninsula Pilot Cities set forth in Appendix B. Following the completion of Phase V, the other Eligible Cities may elect, by notice to Operator, to develop a bike share program in the Eligible Cities, provided that the other Eligible Cities shall be responsible for paying the cost of purchasing, installing, maintaining and operating the Equipment in accordance with the schedule applicable to the other Eligible Cities set forth in Appendix B. Operator shall be required to maintain the Equipment purchased by an Electing City in a state of good repair throughout the Term, and at the end of the Term, Operator shall return such Equipment to the Electing City in good working order but subject to reasonable wear and tear from use and subject to loss and damage caused directly by users. Each Electing City shall enter into with Operator a separate service agreement to establish the number of Stations, Docks and Bicycles for such city, and the schedule for installation of the Equipment for such city, which agreement will also address, among other matters, (i) Siting Criteria, the Site selection process, Street Treatment Requirements, the protocols and procedures for the submission and review of applications and the issuance of permits and approvals, and the Electing City’s requirements with respect to each of the foregoing, (ii) De-installations, Adjustments and Deactivations, and (iii) advertising and sponsorship. 3.3 Program Size. The Program Fleet for Phases I through V is 7,000 to 7,055, allocated among the Participating Cities as follows: 3.3.1 4,500 in San Francisco; 3.3.2 1,000 in San Jose; 3.3.3 1,400 in East Bay, as follows: (a) 850 in Oakland (b) 100 in Emeryville (c) 400 in Berkeley 203193300.19 -19- (d) 50 to be determined based on additional system planning analysis; 3.3.4 If Palo Alto elects to participate in the Program, 37 Bicycles will be distributed to Palo Alto; if Mountain View elects to participate in the Program, 59 Bicycles will be distributed to Mountain View; and if Redwood City elects to participate in the Program, 59 Bicycles will be distributed to Redwood City; if the sum of the Bicycles to be distributed to the Peninsula Pilot Cities that elect to participate in the Program is less than 100, then Operator will distribute in San Francisco, San Jose and East Bay an additional number of Bicycles equal to the difference between 100 and such sum; and if none of the Peninsula Pilot Cities elect to participate in the Program, then Operator will distribute an additional 100 Bicycles in San Francisco, San Jose and East Bay. 3.3.5 The minimum number of Stations in the Participating Cities is 500. 3.4 Program Timing. The schedule for Operator to obtain Site Permits and to install the Equipment is as follows: 3.4.1 Phase I. Operator shall submit to the Participating Cities complete applications for Site Permits for Stations containing 25% of the total Bicycles for San Jose, East Bay and San Francisco (the “Phase I Stations”) by the date that is 5 months after the Effective Date, such date being subject to extension by Events of Force Majeure or by Participating City Delay (such date, as it may be so extended, being the “Agreed Phase I Site Permit Submission Date”). Operator shall not be obligated to commence installation of fully functional and operational Bicycles and related Equipment at such Sites until the date that is 5 months after the issuance by the Participating Cities of Site Permits for 75% of the Phase I Stations and shall complete such installation for all such Sites by the date that is 5 months after the issuance by the Participating Cities of Site Permits for the remainder of such Stations, such date being subject to extension by Events of Force Majeure or by Participating City Delay (such date, as it may be so extended, being the “Agreed Phase I Completion Date”; the installation of the percentage of total Bicycles and related Equipment as required by this paragraph being “Phase I”). Any AD Equipment that is acquired by Operator will count toward the Bicycles and related Equipment required for Phase I. Based on the schedule set forth in this paragraph, the objective of the Parties is for Operator to complete Phase I by the date that is 10 months after the Effective Date (such date being the “Scheduled Phase I Completion Date”). Notwithstanding anything to the contrary contained in this Agreement, if Operator fails to submit to the Participating Cities complete applications for Site Permits for 75% of the Phase I Stations by the date that is 30 days after the Agreed Phase I Site Permit Submission Date, or if Operator fails to place a purchase order, taking into account AD Equipment to be used by Operator, for 75% of the Phase I Bicycles and 75% of the Phase I Stations, by the date that is 30 days after the issuance by the Participating Cities of Site Permits for 75% of the Phase I Stations, then as the sole remedy of MTC and the Participating Cities under this Agreement for such failures, MTC shall have the right to terminate this Agreement upon 10 days’ notice to Operator without any further right of Operator or any Recognized Lender to remedy such failure. Operator shall provide evidence of such purchase order reasonably promptly following a request by MTC. 203193300.19 -20- 3.4.2 Phase II. Operator shall submit to the Participating Cities complete applications for Site Permits for Stations containing an additional 15% of the total Bicycles for San Jose, East Bay and San Francisco (the “Phase II Stations”) by the date that is 9 months after the Effective Date, such date being subject to extension by Events of Force Majeure or by Participating City Delay (such date, as it may be so extended, being the “Agreed Phase II Site Permit Submission Date”). Operator shall not be obligated to commence installation of fully functional and operational Bicycles and related Equipment at such Sites until the date that is 5 months after the issuance by the Participating Cities of Site Permits for 75% of the Phase II Stations and shall complete such installation for all such Sites by the date that is 5 months after the issuance by the Participating Cities of Site Permits for the remainder of such Stations, such date being subject to extension by Events of Force Majeure or by Participating City Delay (such date, as it may be so extended, being the “Agreed Phase II Completion Date”; the installation of the percentage of total Bicycles and related Equipment as required by this paragraph being “Phase II”). Based on the schedule set forth in this paragraph, the objective of the Parties is for Operator to complete Phase II by the date that is 14 months after the Effective Date (such date being the “Scheduled Phase II Completion Date”). 3.4.3 Phase III. Operator shall submit to the Participating Cities complete applications for Site Permits for Stations containing the remaining 60% of the total Bicycles for East Bay (the “Phase III Stations”) by the date that is 12 months after the Effective Date, such date being subject to extension by Events of Force Majeure or by Participating City Delay (such date, as it may be so extended, being the “Agreed Phase III Site Permit Submission Date”). Operator shall not be obligated to commence installation of fully functional and operational Bicycles and related Equipment at such Sites until the date that is 5 months after the issuance by the Participating Cities of Site Permits for 75% of the Phase III Stations and shall complete such installation for all such Sites by the date that is 5 months after the issuance by the Participating Cities of Site Permits for the remainder of such Stations, such date being subject to extension by Events of Force Majeure or by Participating City Delay (such date, as it may be so extended, being the “Agreed Phase III Completion Date”; the installation of the percentage of total Bicycles and related Equipment as required by this paragraph being “Phase III”). Based on the schedule set forth in this paragraph, the objective of the Parties is for Operator to complete Phase III by the date that is 17 months after the Effective (such date being the “Scheduled Phase III Completion Date”). 3.4.4 Phase IV. Operator shall submit to the Participating Cities complete applications for Site Permits for Stations containing an additional 30% of the total Bicycles for San Jose and San Francisco (the “Phase IV Stations”) by the date that is 16 months after the Effective Date, such date being subject to extension by Events of Force Majeure or by Participating City Delay (such date, as it may be so extended, being the “Agreed Phase IV Site Permit Submission Date”). Operator shall not be obligated to commence installation of fully functional and operational Bicycles and related Equipment at such Sites until the date that is 5 months after the issuance by the Participating Cities of Site Permits for 75% of the Phase IV Stations and shall complete such installation for all such Sites by the date that is 5 months after the issuance by the Participating Cities of 203193300.19 -21- Site Permits for the remainder of such Stations, such date being subject to extension by Events of Force Majeure or by Participating City Delay (such date, as it may be so extended, being the “Agreed Phase IV Completion Date”; the installation of the percentage of total Bicycles and related Equipment as required by this paragraph being “Phase IV”). Based on the schedule set forth in this paragraph, the objective of the Parties is for Operator to complete Phase IV by the date that is 20 months after the Effective Date (such date being the “Scheduled Phase IV Completion Date”). 3.4.5 Phase V. Operator shall submit to the Participating Cities complete applications for Site Permits for Stations containing 30% of the total Bicycles for San Jose and San Francisco (the “Phase V Stations”) by the date that is 22 months after the Effective Date, such date being subject to extension by Events of Force Majeure or by Participating City Delay (such date, as it may be so extended, being the “Agreed Phase V Site Permit Submission Date”). Operator shall not be obligated to commence installation of fully functional and operational Bicycles and related Equipment at such Sites until the date that is 5 months after the issuance by the Participating Cities of Site Permits for 75% of the Phase V Stations and shall complete such installation for all such Sites by the date that is 5 months after the issuance by the Participating Cities of Site Permits for the remainder of such Stations, such date being subject to extension by Events of Force Majeure or by Participating City Delay (such date, as it may be so extended, being the “Agreed Phase V Completion Date”; the installation of the percentage of total Bicycles and related Equipment as required by this paragraph being “Phase V”). Based on the schedule set forth in this paragraph, the objective of the Parties is for Operator to complete Phase V by the date that is 26 months after the Effective Date (such date being the “Scheduled Phase V Completion Date”). 3.5 Failure to Achieve Completion of any Phase. Notwithstanding anything to the contrary in this Agreement, for the avoidance of doubt, the sole remedy of MTC and the Participating Cities against Operator under this Agreement for Operator’s failure to complete Phases I, II, III, IV or V by the Agreed Phase I Completion Date, the Agreed Phase II Completion Date, the Agreed Phase III Completion Date, the Agreed Phase IV Completion Date, and the Agreed Phase V Completion Date, respectively, is to reduce the Initial Term pursuant to Section 2.3, subject to the rights of the Recognized Lender. 3.6 Pilot Program. Attachment A sets forth the terms and conditions pursuant to which MTC and Operator have agreed that Operator will continue operation of the Pilot Program. SITING 4.1 General. The Coordination Agreement, together with the Siting Criteria, sets forth, among other matters, (a) the Siting Criteria and the Site selection process for determination and approval of locations of the Stations in each Participating City, and (b) the protocols and procedures for the submission materials by Operator to each Participating City for, and the issuance by the Participating City of, Site Plan approvals and permits to install the Equipment at each Station. 203193300.19 -22- 4.2 Delays in Approval: The following constitute delay (“Participating City Delay”) for which Operator is entitled to an extension in the Agreed Site Permit Submission Dates and the Agreed Completion Dates: 4.2.1 Identification of Sites. If, notwithstanding fulfillment of Operator’s obligations under the Coordination Agreement regarding community engagement, field work and outreach, Operator fails to identify, by a date that is not less than 2 months prior to the Agreed Site Permit Submission Date for a Phase, 75% of the Sites required for such Phase, such Sites being both viable and acceptable to the Participating Cities and the applicable communities, or Operator fails to identify, by a date that is not less than 1 month prior to such Agreed Site Permit Submission Date, the remaining 25% of the Sites required for such Phase, such Sites being both viable and acceptable to the Participating Cities and the applicable communities, then such Agreed Site Permit Submission Date shall be extended by any reasonably necessary additional period required by Operator to identify a sufficient number of viable and acceptable Sites for such Phase. 4.2.2 Issuance of Site Permits. If Operator timely submits complete applications for the Site Permits for any Phase by the applicable Agreed Site Permit Submission Date but the Participating Cities fail to issue Site Permits for 75% of the Stations by the date that is 3 months prior to the Scheduled Phase Completion Date for such Phase other than on account of errors or omissions by Operator or valid reasons for denial, then such failure shall constitute Participating City Delay and Operator shall have the right to delay submission of applications for Site Permits for the next following Phase until a reasonable period after the Participating Cities issue Site Permits for 75% of the Stations for such Phase. 4.2.3 Installation Scheduling Permits. If the period of time for the Participating Cities to issue Installation Scheduling Permits exceeds, on average, 7 days after final submission of the required materials by Operator, or if more than 25% of the Installation Scheduling Permits are issued 14 days or longer after final submission of the required materials, other than on account of errors or omissions by Operator or valid reasons for denial, then the Agreed Completion Dates shall be extended to reflect any reasonably necessary additional period required by Operator to complete the Phases. RESERVED IMPROVEMENTS, MAINTENANCE, REPAIR AND OPERATION 6.1 Operator shall establish and maintain during the Term prompt and efficient procedures for handling complaints from the public for which Operator receives a Notification. Such procedures shall be consistent with all applicable laws, rules and regulations and the provisions of this Section. Such 203193300.19 -23- procedures shall be set forth in writing and copies thereof shall be maintained at Operator’s office and shall be available to the public and the Participating Cities upon request. 6.2 Operator will operate a primary call center that will answer calls in person 24 hours per day, 7 days per week. Operator shall conspicuously post a notice on each Station and each bicycle advising the general public that they may direct their complaints and comments to Operator’s call center. Such call center shall have a full-time availability to handle calls in English, Spanish and Cantonese, whether by in-house staff or by utilization of a translation service. 6.3 Operator shall maintain written, accurate and complete records of all complaints, and those records shall be available to MTC through appropriate Software or, at MTC’s reasonable advance request, in written form. Such records shall indicate: (i) the specific Equipment, including its identifying number and location at a specific point in time, for which the complaint was made; (ii) the type of complaint; (iii) the date and time of complaint; (iv) if the complaint is in written form (non-electronic) and the information is available, the name, address, and telephone number of the Person filing the complaint; (v) Operator’s action to address the complaint; and (vi) to the extent applicable, the date of resolution of the complaint. All such records shall be retained by Operator throughout the Term. Within 7 business days following a request by MTC, Operator shall provide MTC with records of complaints by location or time period, and statistical reports by type of complaint, location of complaint, Station or Bicycle, and time of complaint. 6.4 Following the Effective Date, MTC may, at its option, request that Operator provide it with a full inventory of Bicycles, including numbers and dates of lease or purchase. 6.5 Operator may, without incurring any liquidated damages or causing a default hereunder, (a) shut down the Program or reduce the number of Bicycles and Stations deployed and/or operating in the Program Area for weather-related or other emergencies for the duration of the emergency in its reasonable discretion, (b) reduce the number of Bicycles and Stations deployed and/or operative in the Program Areas as needed to implement upgrades to the Functional Specifications, and (c) phase-out Kiosks when they have become obsolete on account of the availability and usage of mobile phone apps. 6.6 Operator shall incorporate Wayfinding Elements on each Station as directed and approved by MTC with input from the Participating Cites. 6.7 Nothing in this Agreement shall limit Operator’s right to upgrade the Functional Specifications. ADVERTISING AND SPONSORSHIP 7.1 Operator is responsible for identifying Sponsors and developing branding for the Program tied to the Sponsors. In no event shall any Sponsor of Operator produce or sell alcohol products, tobacco products, firearms, other products banned by the Participating Cities or products otherwise deemed offensive to the general public. MTC, in consultation with the Participating Cities, shall provide written approval to Operator prior to Operator entering into a Sponsorship agreement with the Title Sponsor, which approval shall not to be unreasonably withheld or delayed. If MTC declines to give consent or 203193300.19 -24- approval referred to hereunder, it will so advise Operator and provide Operator an opportunity to discuss with MTC and an opportunity to attempt to meet MTC’s objections. 7.2 Operator shall not install, or permit to be installed, on any Equipment, any Tobacco Advertising, Alcohol Advertising, Firearms Advertising or other Prohibited Advertising. Advertising on any Equipment, including electronic media, shall be consistent with guidelines adopted by each Participating City for outdoor advertising as set forth in this Agreement. Operator shall not place any Advertising or Sponsorship acknowledgment matter that is indecent, in obvious bad taste, or demonstrates a lack of respect for public morals or conduct. (The prohibitions and restrictions in this Section 7 and in Section 29 of the Coordination Agreement are referred to collectively as the “Advertising Restrictions”.) 7.3 Operator shall comply with all applicable laws, rules and regulations in force as of the Effective Date and which may hereafter be adopted, to the extent not grandfathered under the law, with respect to Advertising and Sponsorship. 7.4 Neither MTC nor any Participating City shall have any liability or obligation with regard to any Advertising or Sponsorship that survives the termination or expiration of this Agreement, except MTC and the Participating Cities, at no cost to MTC or the Participating Cities, shall cooperate with the Recognized Lender to keep the Sponsorship agreement in effect while a replacement operator is being pursued and will continue to cooperate if a replacement operator is selected. REVENUE SHARING 8.1 Definitions. 8.1.1 “Contract Year” shall mean (a) the period commencing on the Agreed Phase I Completion Date and ending on December 31 of the calendar year in which the Agreed Phase I Completion Date falls, which period shall constitute Contract Year 1, and (b) each subsequent calendar year during the Term, the first of which is Contract Year 2 8.1.2 “Ridership Revenue” shall mean all revenues to the extent actually collected by Operator as determined on a GAAP basis as Program membership or user payments (including but not limited to annual, weekly and daily membership payments), and any other Program revenue generated through Bicycle ridership, net of sales taxes or other taxes imposed by law that Operator is obligated to collect and net of credit card fees netted out of amounts due to Operator by the credit company prior to payment to Operator and other billing related charges treated by the party imposing such charges in a similar manner. 8.1.3 “Ridership Revenue Hurdle” shall mean $18,000,000 per calendar year, subject to CPI Adjustment. The Ridership Revenue Hurdle shall be prorated for any Contract Year that is not 365 days. 8.1.4 “Sponsorship Revenue” shall mean all revenues to the extent actually collected by Operator as determined on a GAAP basis as a result of Program advertising and sponsorships, including without limitation revenue generated in connection with (a) 203193300.19 -25- naming rights related to the Program and (b) Sponsorship or Advertising placements on Bicycles, Stations, Equipment, website, mobile applications or other physical or web- based materials, net of sales taxes or other taxes imposed by law that Operator is obligated to collect and net of credit card fees and other billing related charges. 8.1.5 “Sponsorship Revenue Hurdle” shall mean $7,000,000 per calendar year, subject to CPI Adjustment. The Sponsorship Revenue Hurdle shall be prorated for any Contract Year that is not 365 days. 8.2 Within 120 days following the end of each Contract Year during the Term, Operator shall: 8.2.1 Deliver to the MTC a schedule, certified by a senior officer of Operator, setting forth the Ridership Revenue and the Sponsorship Revenue for such Contract Year; and 8.2.2 Pay to MTC an amount equal to 5% of the excess of Ridership Revenue for such Contract Year over the Ridership Revenue Hurdle for such Contract Year, subject to Section 8.2.4. 8.2.3 Pay to MTC an amount equal to 5% of the excess of Sponsorship Revenue for such Contract Year over the Sponsorship Revenue Hurdle for such Contract Year, including all Sponsorship Revenue for the period between the Effective Date and Contract Year 1, provided that Operator may defer payment of any amount owed for Sponsorship Revenue for Contract Years 1 through 5 during the Term until Contract Years 6 through 10 during the Term, subject to Section 8.2.4. Operator shall pay any amounts so deferred in equal monthly instalments during Contract Years 6 through 10 during the Term. If the Term is reduced pursuant to Section 2.3, then Operator shall pay the amounts so deferred within 120 days following the expiration of this Agreement. 8.2.4 Notwithstanding anything to the contrary herein, if Participating City Delay results in an insufficient number of Site approvals for Operator to accommodate 500 Stations (being the minimum number of Stations identified in Section 3.4) by the Scheduled Phase V Completion Date plus 90 days (the “Scheduled Phase V Plus 90 Days Date”), then in lieu of MTC’s share of Ridership Revenue and Sponsorship Revenue being determined in accordance with the 5% amount set forth in Sections 8.2.2 and 8.2.3, such percentage shall be reduced to the product of 5% and a fraction whose numerator is the number of Stations for which a Site approval has been issued by such date and whose denominator is 500, and such reduced amount shall apply retroactively and prospectively until Site approvals for an aggregate of 500 Stations have been issued. Any amounts theretofore paid by Operator to MTC under this Section 8.2 in excess of such amount due to MTC shall be credited against amounts thereafter payable to MTC under this Section 8.2. Notwithstanding the foregoing, if at any time during the period commencing on the Scheduled Phase V Plus 90 Days Date and ending on the date on which Site approvals for an aggregate of 500 Stations have been issued (such period being the “Revenue Sharing Credit Period”) the Ridership Revenue or the Sponsorship Revenue is less than the Ridership Revenue Hurdle or the Sponsorship Revenue Hurdle, respectively, then Operator shall be entitled to a credit against amounts thereafter payable to MTC under this Section 8.2 equal to the sum of (a) the product of (i) the amount by which the Ridership Revenue Hurdle for such period exceeds the 203193300.19 -26- Ridership Revenues during such period, and (ii) the amount by which the percentage above has been reduced from 5% in accordance with the reduction set forth on the first sentence of this paragraph, and (b) the product of (i) the amount by which the Sponsorship Revenue Hurdle for such period exceeds the Sponsorship Revenues during such period, and (ii) the amount by which the percentage above has been reduced from 5% in accordance with the reduction set forth on the first sentence of this paragraph. If the Revenue Sharing Credit Period is less than one year, then the calculations in the preceding sentence shall be pro-rated based on the duration of the Revenue Sharing Credit Period. If the Revenue Sharing Credit Period is longer than one year, then the calculations for any fractional period shall be similarly pro- rated.Any amount not paid to MTC when due under Section 8.2 shall accrue interest on the overdue amount at the Applicable Interest Rate in effect from time to time. 8.3 No acceptance of any payment due pursuant to Sections 8.2 shall be construed as an accord that the payment is the correct amount, nor shall such acceptance of payment be construed as a release of any claim that MTC may have for further or additional sums payable under this Agreement. PRICE SCHEDULES. 9.1 Operator agrees that the amount and terms of the fees it charges users of the Program shall be consistent with the provisions of this Section. Membership Fees and Initial Ride Periods shall be consistent with Section 9.2, the Annual Membership Fee for users eligible for the affordability subscription specified in Section 9.3.1 shall be as described in said Section 9.3.1, the maximum Bicycle usage charge shall be consistent with Section 9.5 and the fees for damaged, lost, stolen or otherwise unreturned Bicycles shall be consistent with Section 9.6 initially charged by Operator shall be consistent with this Section. A “Membership Fee” is an amount that entitles the purchaser of the membership (a “member”, for the period of such purchased membership) to check out (as defined below) one or more Bicycle(s) at a time, for the length of time described below, provided that the member shall be charged a usage fee associated with the time period the Bicycle is checked out beyond the Initial Ride Period. A Bicycle is “checked out” for the period from the time it is removed from a Dock to the time it is returned to a Dock. A member may check out and return a Bicycle from or to any Dock at any Station in the Program, for an unlimited number of times, at any time during the period of the member’s membership, with the usage fee applicable to each such checkout and return sequence being calculated separately (so, for example, a Regular Annual Member may, within the member’s membership period, check out a Bicycle and return it within the first 30 minutes after checkout, and then subsequently check out a Bicycle and return that Bicycle within the first 30 minutes after that checkout, without incurring any usage fee for either checkout period). 9.2 Membership Fees, New Ridership Programs/Arrangements, and Initial Ride Periods: 9.2.1 Operator shall offer an annual membership (“Annual Membership”) for a fee (the “Annual Membership Fee”) in an amount not to exceed the Annual Membership Fee Cap in effect from time to time. The Annual Membership Fee Cap shall be $149 for a one-year period, subject to increase on the first anniversary of the Effective Date and on each subsequent anniversary of the Effective Date by a percentage amount equal to the CPI increase for the trailing 4 calendar quarters preceding each such anniversary 203193300.19 -27- plus 2% (so, for example, if the CPI increase were 1% for the trailing four calendar quarters preceding a particular anniversary of the date hereof, the applicable permitted percentage increase in the Annual Membership Fee Cap as of that anniversary would be 3%). An Annual Member whose Annual Membership Fee is subject to the Annual Membership Fee Cap is sometimes referred to as a “Regular Annual Member” and the corresponding Annual Membership is the “Regular Annual Membership.” The period of an Annual Membership shall run from the day the annual membership is activated until the first anniversary of the date on which the Annual Membership had been activated (but a membership purchased on February 29 shall expire on March 1 of the following year); 9.2.2 Annual Memberships may be paid in 12 equal monthly instalments at a price not greater than 120% of the Annual Membership Fee; 9.2.3 All memberships will include a free period of usage (the “Initial Ride Period”), which is the length of time at the beginning of each individual Trip to which additional usage fees will not be applied. For Regular Annual Memberships and affordability memberships, the Initial Ride Period is 30 Minutes. Usage fees will be applied to all Trips that exceed the Initial Ride Period; and 9.2.4 For monthly, weekly and daily memberships, and for usage of the Program by non- members, Operator will determine the applicable fees, usage fees, and periods of use for members beyond the Initial Ride Period in its sole discretion. 9.2.5 Nothing in the foregoing shall limit the right of Operator to offer premium memberships featuring an Initial Rider Period longer than 30 minutes for an Annual Membership Fee greater than $149. 9.3 Affordability Option: 9.3.1 Notwithstanding the permitted rate for a Regular Annual Membership set forth in Section 9.2.1 (as adjusted pursuant to Section 9.11), Operator shall charge those eligible for an “affordability subscription” no more than $60 per annum (excluding sales tax) as the Annual Membership Fee, or $5.00 per month for a 12-month membership. Such rate is subject to annual CPI increase on the first anniversary of the Effective Date and on each subsequent anniversary of the Effective Date for the trailing 4 calendar quarters preceding each such anniversary plus 2%. 9.3.2 Members of households enrolled in the Utility Lifeline Programs (also known as California Alternative Rates for Energy (CARE)) available in the MTC Area are eligible for affordability memberships. At least 30 days prior to the completion of Phase I, Operator shall propose, for MTC’s review and approval, procedures for verifying enrollment in CARE. In San Francisco, those who meet Muni Lifeline income requirements as determined by the City of San Francisco’s Human Services Agency are also eligible for the affordability membership. Upon mutual agreement of the Parties, eligibility may expand to include other categories of persons so long as the eligibility is determined by third parties. 203193300.19 -28- 9.3.3 Members enrolling through the affordability program shall be entitled to the same rights and privileges as Regular Annual Members. 9.3.4 The usage fees for affordability members shall not exceed the rate charged to Regular Annual Members. 9.4 The checkout period for the purposes of calculating usage fees shall always commence with the time a Bicycle is actually removed from a Dock, and it shall not be based on the time of insertion of a payment or identification card. 9.5 The maximum Bicycle usage charge initially charged with respect to any member shall be $100 per 24 hour period, not including charges for damaged, lost, stolen or otherwise unreturned Bicycles. 9.6 Fees for damaged, lost, stolen or otherwise unreturned Bicycles initially charged shall be (i) $1,200, if not returned, or (ii) if returned, the sum of all direct costs of the repair, including all labor and parts, as determined by Operator in its reasonable discretion, plus a 10% administrative fee; provided, however, that the fees charged to affordability members for unreturned or damaged Bicycles shall be not more than 33% of the fees set forth in the preceding clauses (i) and (ii). Operator shall waive such fees for an any member who is not at fault for the unreturned or damaged Bicycle. 9.7 Operator shall at all times post on all Stations and on Operator’s website a complete and up-to-date fee description that sets forth each and every current membership and usage fee offered by Operator, the methods of purchasing memberships and paying fees, available discounts on such fees, the applicability and terms of such discounts and, to the extent applicable, how to apply for or qualify for such discounts, and fees associated with damaged, lost, stolen or otherwise unreturned Bicycles. Operator shall furnish written copies of such material to the public upon request. 9.8 Operator shall accept credit card and debit card payments online and at all Stations but in the case of debit cards only those that have a Visa or Mastercard logo on them. Operator may employ such other methods of payment as it may determine. 9.9 All required state sales and use taxes with respect to membership and usage fees shall be collected and paid by Operator, as required by applicable law. 9.10 Operator shall be permitted to create Program pricing discount programs, which may be targeted in connection with marketing and outreach efforts, and in connection with Sponsorship or Advertising programs, to expand or enable Program use among different communities or for other lawful purposes. 9.11 At any time and from time to time, Operator shall have the right: 9.11.1 To adjust the amount of the Annual Membership Fee specified in Section 9.2.1 downwards at any time and upwards on each anniversary of the Effective Date by an amount not to exceed the Annual Membership Fee Cap then in effect; 9.11.2 To adjust the amount of the maximum Bicycle usage charge specified in Section 9.5 and the fees for damaged, lost, stolen or otherwise unreturned Bicycles specified in Section 9.6 downwards at any time and upwards on each anniversary of the Effective 203193300.19 -29- Date by a percentage amount equal to the CPI increase for the trailing 4 calendar quarters preceding each such anniversary plus 2% (so, for example, if the CPI increase were 1% for the trailing 4 calendar quarters preceding a particular anniversary of the date hereof, the applicable permitted percentage increase in the Annual Membership Fee Cap as of that anniversary would be 3%); 9.11.3 Any upwards adjustment permitted under this Section 9.11 and not made as of any anniversary date may be made at any time after such anniversary date without derogation of Operator’s right to make any other upwards adjustments permitted under this Section 9.11; 9.11.4 To adjust in its sole discretion all other fees, time periods and charges specified hereunder other than those fees, time periods and charges specified in Section 9.2.1 and Section 9.3; and 9.11.5 To adjust upward the duration of the Initial Ride Period. 9.12 MTC shall have the right to review and approve the initial Program membership waiver and any material changes thereto, which approval shall not be unreasonably withheld. 9.13 At any time and from time to time, Operator may, in its sole discretion, offer discounts and promotions for the Program. MERCHANDISING, LICENSING AND INTELLECTUAL PROPERTY 10.1 [INTENTIONALLY OMITTED] 10.2 Subject to the limitations, terms and conditions as may be imposed by the Sponsor in the Sponsor’s discretion, upon request by MTC and the Participating Cities, Operator shall seek to obtain for MTC and the Participating Cities, or shall assist MTC and the Participating Cities to obtain, for the benefit of MTC, the Participating Cities and their respective business partners and sublicensees, non- exclusive licenses to use during the term of any Sponsorship agreement the Sponsor trademarks, logos, servicemarks, and other similar intellectual property identified for use in connection with the Sponsorship agreement (individually and/or collectively the “Sponsor Property”) to market and promote the Program under the name or title for the Program adopted by Operator for the Program (the “Program Name”), which name shall be subject to the consent of MTC and the Participating Cities, as applicable, to the extent the Program Name consists of MTC/Participating City Property; provided, however, the use of any Sponsor Property by MTC or the Participating Cities shall comply with reasonable quality control measures required by the Sponsorship agreement. To the extent that the Program Name incorporates MTC/Participating City Property, MTC and/or one or more of the Participating Cities, as the case may be, shall own the portion of any Program Name that consists of MTC/Participating City Property. For further clarity, with respect to obtaining the aforementioned licenses, Operator is not the agent of MTC or the Participating Cities and has no authority to enter into agreements on behalf of or otherwise bind MTC or the Participating Cities. 203193300.19 -30- 10.3 Subject to the limitations, terms and conditions as may be imposed by the Sponsor in the Sponsor’s discretion to the extent the Operator Property incorporates any Sponsor Property, including, without limitation, the Sponsor’s consent, Operator hereby grants to MTC and the Participating Cities and their respective business partners and sublicensees a non-exclusive, royalty-free license to use any trademarks, logos, servicemarks, and other similar intellectual property developed by Operator (individually and/or collectively the “Operator Property”) required in connection with marketing and promoting the Program during the Term. 10.4 MTC hereby grants to Operator the exclusive right to use during the Term the name “Bay Area Bike Share” and variations thereof (individually and/or collectively “Bay Area Bike Share”). As part of Operator’s exclusive right to use “Bay Area Bike Share”, Operator shall have the right to sublicense the use of “Bay Area Bike Share” to the Sponsor or any other Person to market or promote the Program. Such rights shall terminate upon expiration or termination of this Agreement, but subject to the rights of the Recognized Lender. 10.5 Notwithstanding the foregoing Sections, the Recognized Lender shall not be precluded from collateralizing any intellectual property of Operator. RESERVED 11.1 [INTENTIONALLY OMITTED] 11.2 [INTENTIONALLY OMITTED] 11.3 [INTENTIONALLY OMITTED] RESERVED 12.1 [INTENTIONALLY OMITTED] 12.2 [INTENTIONALLY OMITTED] 12.3 [INTENTIONALLY OMITTED] MARKETING 13.1 Operator shall create a marketing plan for the Program, subject to approval by MTC, which approval will not be withheld so long as the plan is not in bad taste, offensive, obscene or derogatory to MTC or any Participating City. Following such approval, Operator shall market the Program in accordance with such plan. The marketing budget and the allocation of such budget shall be determined by Operator, in its sole discretion. The marketing plan shall include, at a minimum, demonstrations, 203193300.19 -31- events, social media outreach, programs, partnerships and other efforts to educate residents of the Participating Cities about bike share, to launch the Program and to grow membership and ridership in a financially sustainable manner. 13.2 A portion of Operator’s marketing plan will include marketing and outreach to low-income communities, disadvantaged communities, and communities for which English is not the native language, shall be subject to the approval of MTC and the Participating Cities, shall comply with local requirements regarding language access for each Participating City, shall comply with local standards for decency and not be offensive to the general public. MTC retains the non-exclusive right to conduct marketing and outreach to low-income neighborhoods and limited English proficiency neighborhoods. Operator’s marketing activities shall not violate the Advertising Restrictions. 13.3 [INTENTIONALLY OMITTED] WEBSITE 14.1 Operator shall create and maintain a Program website, subject to the MTC’s prior review. The Program’s website shall include, at a minimum, all of the following elements: 14.1.1 Eligibility requirements; 14.1.2 Subscription information and rate schedules; 14.1.3 Payment and subscription processing information; 14.1.4 Method for subscribers to update required information; 14.1.5 Subscriber agreement and acceptance of terms; 14.1.6 Map of network of Stations and real-time availability of Bicycles at each Station; 14.1.7 Frequently Asked Questions; 14.1.8 Safety requirements and information (including malfunctions and crashes); 14.1.9 News and operational updates; 14.1.10 Special events notices; 14.1.11 Links to other bike programs and events; 14.1.12 Call center contact information; 14.1.13 Real-time information on Bicycles and Docks for app developers (e.g. JSON Feed); 14.1.14 System-wide anonymized historical data; 14.1.15 For individual members, that member’s ridership history; 203193300.19 -32- 14.1.16 For individual members, that member’s payment history; and 14.1.17 Operator’s privacy policy; and 14.1.18 Translation capability to Cantonese, Spanish, and Vietnamese at a minimum. 14.2 Operator shall keep all information on the Program’s website updated. SECURITY FUND 15.1 Prior to installation by Operator of the first new Station, Operator shall deposit with MTC a security deposit (“Security Fund”) in the amount of $250,000.00. Interest on the Security Fund shall accrue in an interest bearing bank account for the benefit of Operator, and all such interest shall be paid annually to Operator on each anniversary of the Effective Date. 15.2 Operator shall maintain $250,000.00 in the Security Fund at all times during the Term and for 90 days after the end of the Term. Upon expiration of the foregoing period, the remaining balance of the Security Fund shall be disbursed to Operator, unless prior to the expiration of such 90-day period MTC commences litigation against Operator, the underlying claim is covered by the Security Fund, and such litigation is not finally resolved prior to the expiration of such period, in which case an amount of the Security Fund equal to the amount of the outstanding claim shall be retained and only until such claim is resolved. Any amounts remaining in the Security Fund that are not being retained in accordance with this paragraph shall be promptly returned to Operator, and MTC shall fully and timely cooperate with the payment of the Security Fund to Operator. 15.3 The Security Fund shall serve as security for the faithful performance by Operator of all terms, conditions and obligations of this Agreement and shall be available for withdrawal under the following circumstances: 15.3.1 If Operator breaches a payment obligation under this Agreement and fails to remedy such breach within 10 business days following notice by MTC to Operator (a “Payment Breach”), other than the payment of liquidated damages under Section 2.6.3, which is addressed in Section 15.3.5. In the event of a Payment Breach, MTC shall be entitled to withdraw from the Security Fund the amount of the money that is due and payable as set forth in such notice, unless within such 10 business day period Operator initiates the Dispute Resolution Process by giving MTC notice stating that it contests the occurrence of such Payment Breach or the amount thereof. This Section 15.3.1 does not cover a Default under Section 18.1.1 (which is covered in Section 15.3.4). 15.3.2 If Operator commits a non-monetary breach under this Agreement that results in damage to any municipal structure or property of MTC or a Participating City, Operator fails to repair such damage within 30 days following notice by MTC to Operator and in response thereto MTC or the applicable Participating City undertakes such repair (a “Property Damage Breach”), in which event MTC shall be entitled to withdraw from the Security Fund the costs incurred by MTC or the applicable Participating City to undertake such repair, provided such costs are reasonable. Notwithstanding MTC’s withdrawal from the Security Fund for a Property Damage Breach, Operator shall have the right to contest 203193300.19 -33- such Property Damage Breach or the costs incurred by initiating the Dispute Resolution Contest, provided that Operator gives MTC notice thereof not later than 30 days after such withdrawal. 15.3.3 If Operator fails to undertake any other non-monetary obligation under this Agreement within the period required under this Agreement and in response thereto MTC or a Participating City exercises self-help to perform such obligation pursuant to a provision of this Agreement that expressly permits self-help or with respect to which self-help is a reasonable response (e.g., a failure of Operator to timely complete a Station De-Installation; or failure of Operator to remove advertising that violates Advertising Restrictions within 24 hours of notice to Operator) (a “Self-Help Situation”), in which event MTC shall be entitled to withdraw from the Security Fund the costs incurred by MTC or the applicable Participating City to undertake such self-help, provided such costs are reasonable. Notwithstanding MTC’s withdrawal from the Security Fund for a Self-Help Situation, Operator shall have the right to contest such Self-Help Situation or the costs incurred by initiating the Dispute Resolution Contest, provided that Operator gives MTC notice thereof not later than 30 days after such withdrawal. This Section 15.3.3 does not cover a breach of Section 16 or matters covered by Section 15.3.2 or 15.3.4. 15.3.4 Operator commits a Default, in which event MTC shall be entitled to withdraw the actual, direct damages arising from such Default unless prior to the expiration of the applicable cure period set forth in Section 18.1 Operator initiates the Dispute Resolution Process by giving MTC notice stating that it contests the occurrence of such Defaults. This Section 15.3.4 does not cover matters covered by Section 15.3.1, 15.3.2, 15.3.3 or 15.3.5. 15.3.5 Operator fails to pay any amount of liquidated damages, and interest, if any due to MTC pursuant to Section 2.6.3 within the time periods provided therein. 15.4 Each notice by MTC to Operator under Section 15.3 of a failure, breach or Default, as applicable, shall provide specific and detailed information about Operator’s non-compliance, together with the amount MTC is intending to withdraw and detailed support for such amount, if then known. Each notice from Operator to MTC under Section 15.3 to contest the occurrence of such non-compliance or the amount to be withdrawn, which notice shall commence the Dispute Resolution Process, shall provide specific and detailed information that rebuts or challenges the information contained in the corresponding notice provided by MTC. Within 2 days following any withdrawal from the Security Fund, MTC shall notify Operator of the date and amount of the withdrawal, together with detailed support for the amount of the withdrawal. 15.5 MTC may not seek recourse against the Security Fund for any cost or damages for which MTC has previously been compensated by Operator or from the Security Fund. The withdrawal of the amounts from the Security Fund shall constitute a credit against the amount of the applicable liability of Operator. 15.6 If a withdrawal from the Security Fund is made, Operator shall be required to replenish the Security Fund by the amount withdrawn within 30 days after receipt of notice of such withdrawal. Notwithstanding the foregoing, if Operator is contesting in good faith MTC’s right to withdraw in accordance with the Dispute Resolution Process, then Operator shall not be obligated to replenish on account of such withdrawal until 30 days after such dispute is finally resolved in accordance with the Dispute Resolution Process. Interest on the amount required to be replenished shall accrue at the Applicable Interest Rate in effect from time to time commencing on such 30th date. 203193300.19 -34- 15.7 The obligation to perform and the liability of Operator pursuant to this Agreement shall not be limited in nature or amount by the acceptance of the Security Fund required by this Section 15. INDEMNITY 16.1 Indemnification. Operator shall defend, indemnify and save harmless MTC, the Participating Cities, and their respective commissioners, officers, agencies, departments, agents, and employees (each, an “Indemnified Party”; and collectively, “Indemnified Parties”) from and against any and all claims, demands, causes of action, proceedings or lawsuits brought by third-parties (“Claims”), and all losses, damages, liabilities, penalties, fines, forfeitures, costs and expenses arising from or incidental to any Claims (including attorneys’ fees and other costs of defense) (collectively, with Claims, “Liabilities”), resulting from, or arising out of, the operation of the Program and the provision of Services, whether such operation or Services is performed or provided by Operator or by Operator’s subcontractors or any other person acting for or on behalf of Operator. 16.2 Notwithstanding the foregoing, the following shall be excluded from Operator’s indemnification and defense obligations contained in the preceding sentence: any Liabilities to the extent resulting from, or arising out of, (i) the gross negligence or willful misconduct of any Indemnified Party, (ii) Operator complying with the written directives or written requirements of a Participating City, if the Operator has previously objected to such written directives or requirements in writing, with respect to (A) the location or configuration of any Station in relation to the street or sidewalk on which such Station is located or to which it adjoins or (B) a Participating City’s Street Treatment Requirements, or (iii) the condition of any public property outside of the perimeter of a Station and not otherwise controlled by Operator (and expressly excluding from this clause (iii) the condition of the Bicycles or other Equipment). If any Claim against Operator includes claims that are covered by clause (iii) of the preceding sentence or claims contesting a Participating City’s authority to issue a permit for a Station, then each Party shall be responsible for its own defense against such claims. 16.3 Upon receipt by any Indemnified Party of actual notice a Claim to which such Indemnified Party is entitled to indemnification in accordance with Sections 16.1 and 16.2, such Indemnified Party shall give prompt notice of such Claim to Operator. Operator shall assume and prosecute the defense of such Claim at the sole cost and expense of Operator. Operator may settle any such Claim in its discretion so long as such settlement includes an unconditional release of the Indemnified Party. INSURANCE 17.1 Minimum Coverages. The insurance requirements specified in this section shall cover Operator’s own liability and the liability arising out of work or services performed under this Agreement by any subconsultants, subcontractors, suppliers, temporary workers, independent contractors, leased employees, or any other persons, firms or corporations that Operator authorizes to work under this Agreement (hereinafter referred to as “Agents”). Operator shall, at its own expense, obtain and maintain in effect at all times during the life of this Agreement the following types of insurance against claims, damages and losses due to injuries to persons or damage to property or other losses that may arise in connection with the performance of work under this Agreement. 203193300.19 -35- 17.2 Operator shall include in every subcontract the requirement that the Agent maintain adequate insurance coverage with appropriate limits and endorsements to cover the risks associated with work to be performed by the Agent. To the extent that an Agent does not procure and maintain such insurance coverage, Operator shall be responsible for any and all costs and expenses that may be incurred in securing such coverage or in fulfilling Operator’s indemnity obligation under Section 16 as to itself or any of its Agents in the absence of such coverage. 17.3 In the event Operator or its Agents procure excess or umbrella coverage to maintain certain requirements outlined below, these policies shall also satisfy all specified endorsements and stipulations, including provisions that Operator’s or its Agent’s insurance, as the case may be, be primary without right of contribution from MTC. 17.3.1 Workers' Compensation Insurance with Statutory limits, and Employer’s Liability Insurance with a limit of not less than $1,000,000 per employee for injury by disease and $1,000,000 for injury for each accident, and any and all other coverage of Operator’s employees as may be required by applicable law. Such policy shall contain a Waiver of Subrogation in favor of MTC. Such Workers’ Compensation & Employer’s Liability may be waived, if and only for as long as Operator is a sole proprietor or a corporation with stock 100% owned by officers with no employees. 17.3.2 Commercial General Liability Insurance for Bodily Injury and Property Damage liability, covering the operations of Operator and Operator’s officers, agents, and employees and with limits of liability which shall not be less than $1,000,000 combined single limit per occurrence with a general aggregate liability of not less than $2,000,000, and Personal & Advertising Injury liability with a limit of not less than $1,000,000. Such policy shall contain a Waiver of Subrogation in favor of MTC. MTC and its commissioners, directors, officers, representatives, agents and employees are to be named as additional insureds. In addition, the entities listed in Section 17.12 and their respective commissioners, directors, officers, representatives, agents and employees are also to be named as additional insureds. Such insurance shall be primary and contain a Separation of Insureds Clause as respects any claims, losses or liability arising directly or indirectly from Operator’s operations. 17.3.3 Business Automobile Insurance for all automobiles owned (if any), used or maintained by Operator and Operator’s officers, agents and employees, including but not limited to owned (if any), leased (if any), non-owned and hired automobiles, with limits of liability which shall not be less than $1,000,000 combined single limit per accident. 17.3.4 Umbrella Insurance in the amount of $4,000,000 providing excess limits over Employer’s Liability, Automobile Liability, and Commercial General Liability Insurance. Such umbrella coverage shall be following form to underlying coverage including all endorsements and additional insured requirements. 17.3.5 Errors and Omissions Professional Liability Insurance for errors and omissions and the resulting damages, including, but not limited to, economic loss to MTC and having minimum limits of $5,000,000 per claim. Such policy shall contain cyber risk coverages including network and internet security liability coverage, privacy liability coverage and media coverage. The policy shall provide coverage for all work 203193300.19 -36- performed by Operator and any work performed or conducted by any subcontractor/consultant working for or performing services on behalf of Operator. Operator may delegate the obligation to maintain Errors and Omissions Professional Liability Insurance to an Agent, but the failure of such Agent to maintain such insurance shall not relieve Operator of its obligation to maintain such insurance. 17.3.6 Property Insurance. Property Insurance covering Operator’s own business personal property and equipment to be used in performance of this Agreement, materials or property to be purchased and/or installed on behalf of MTC (if any), and builders risk for property in the course of construction (if applicable). Coverage shall be written on a "Special Form" policy that includes theft, but excludes earthquake, with limits at least equal to the replacement cost of the property. Such policy shall contain a Waiver of Subrogation in favor of MTC. 17.4 Acceptable Insurers. All policies will be issued by insurers qualified to do business in California and with a Best’s Rating of A-VIII or better. 17.5 Self-Insurance. Operator’s obligation hereunder may be satisfied in whole or in part by adequately funded self-insurance, upon evidence of financial capacity satisfactory to MTC. 17.6 Deductibles and Retentions. Operator shall be responsible for payment of any deductible or retention on Operator’s policies without right of contribution from MTC. Deductible and retention provisions shall not contain any restrictions as to how or by whom the deductible or retention is paid. Any deductible or retention provision limiting payment to the Named Insured is unacceptable. 17.7 In the event that MTC is entitled to coverage as an additional insured under any Operator insurance policy that contains a deductible or self-insured retention, Operator shall satisfy such deductible or self-insured retention to the extent of loss covered by such policy, for any lawsuit arising from or connected with any alleged act of Operator, subconsultant, subcontractor, or any of their employees, officers or directors, even if Operator or subconsultant is not a named defendant in the lawsuit. 17.8 Claims Made Coverage. If any insurance specified above is written on a “Claims-Made” (rather than an “occurrence”) basis, then in addition to the coverage requirements above, Operator shall: 17.8.1 Ensure that the Retroactive Date is shown on the policy, and such date must be before the date of this Agreement or the beginning of any work under this Agreement; 17.8.2 Maintain and provide evidence of similar insurance for at least three (3) years following the expiration or termination of this Agreement, including the requirement of adding all additional insureds; and 17.8.3 If insurance is cancelled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the commencement of any work hereunder, Operator shall purchase “extended reporting” coverage for a minimum of three (3) years after the expiration or termination of this Agreement. 17.9 Failure to Maintain Insurance. All insurance specified above shall remain in force until the expiration or termination of this Agreement. Operator must notify MTC if any of the above required 203193300.19 -37- coverages are non-renewed or cancelled. The failure to procure or maintain required insurance and/or an adequately funded self-insurance program will constitute a material breach of this Agreement. 17.10 Certificates of Insurance. Prior to commencement of any work hereunder, Operator shall deliver to MTC Certificates of Insurance verifying the aforementioned coverages. Such certificates shall make reference to all provisions and endorsements referred to above and shall be signed on behalf of the insurer by an authorized representative thereof. 17.11 Disclaimer. The foregoing requirements as to the types and limits of insurance coverage to be maintained by Operator are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by Operator pursuant hereto, including, but not limited to, liability assumed pursuant to Section 16 . 17.12 Additional Insureds: The following entities are to be named as Additional Insureds under applicable sections of this Section 17 and as Indemnified Parties pursuant to Section 16. 17.12.1 Metropolitan Transportation Commission (MTC) 17.12.2 City of Berkeley 17.12.3 City of Oakland 17.12.4 City of San Francisco 17.12.5 City of Emeryville 17.12.6 City of San Jose TERMINATION AND DEFAULT 18.1 The following events shall be a Default under this Agreement: 18.1.1 A breach by Operator of a payment obligation under Section 8 [Revenue Sharing] and the failure to remedy such breach within 10 business days after receipt by Operator from the Executive Director of written notice of such breach; 18.1.2 A breach by Operator of a material obligation under Section 7 of this Agreement or Section 29 of the Coordination Agreement [Advertising and Sponsorship]; Section 9 [Price Schedules], Section 10 of this Agreement or Section 30 of the Coordination Agreement [Merchandising, Licensing and Intellectual Property]; any separate licensing agreement between Operator (or its affiliate) and MTC and/or a Participating City; Section 31 of the Coordination Agreement [Marketing, Promotions and Reporting]; Section 14 [Website]; Section 15 [Security Fund]; Section 16 [Indemnity]; Section 20 [Employment and Purchasing]; and Section 21 [Inspection and Audit], and the failure to remedy such breach within 10 business days after receipt by Operator from the Executive Director of written notice of such breach; 203193300.19 -38- 18.1.3 A breach by Operator of Section 22 [Assignment]; 18.1.4 A breach by Operation of Section 17 [Insurance] and the failure to remedy such breach within 5 business days after receipt by Operator from the Executive Director of written notice of such breach; 18.1.5 (a) Operator’s chronic Program-wide failures to abide by its obligations under Sections 2, 3, 4 and 6 of this Agreement and Section 22 of the Coordination Agreement, which failures materially and adversely affect the non-pecuniary benefits to be derived by MTC and the Participating Cities under this Agreement, (b) the failure of Operator to submit to MTC and the Participating Cities, within 15 business days following receipt by Operator from the Executive Director of written notice of such failures, a credible business plan for Operator to proactively and comprehensively address Operator’s deficiencies, which plan shall be subject to approval by MTC in consultation with the relevant Participating Cities, and (c) the failure of Operator to take concrete steps to implement such response plan within 30 days of MTC’s approval of such plan; 18.1.6 If the Security Fund balance falls below $50,000 and Operator does not replenish the full amount of the Security Fund within 10 days following notice thereof from the Executive Director. However, if Operator is then contesting one or more prior withdrawals from the Security Fund in accordance with the Dispute Resolution Process and the aggregate amount in dispute exceeds $200,000, then such $50,000 may only be used pursuant to Section 15.3.2 or Section 15.3.3 until such dispute has been finally resolved; 18.1.7 The commencement of any proceeding by Operator under the Bankruptcy Code or relating to the insolvency, receivership, liquidation, or composition of Operator for the benefit of creditors; 18.1.8 The commencement of any involuntary proceeding against Operator under the Bankruptcy Code that has not been stayed or dismissed within 120 days of its commencement; 18.1.9 If Operator or any of its officers, directors or senior management has been convicted after the Effective Date under any state or federal law of any of the matters listed in clauses (a) through (e) of this Section 18.1.9: (x) in connection with a matter that is not directly or indirectly connected with this Agreement or the Program and, in the case of the conviction of an individual, such individual has not been terminated by Operator within 30 days after Operator receives notice of such conviction, or (y) in connection with a matter that is directly or indirectly connected with this Agreement or the Program. The matters referred to above as being listed in clauses (a) through (e) are the following: (a) A criminal offense that is incident to obtaining or attempting to obtain or to performing a public or private contract; (b) Fraud, embezzlement, theft, bribery, forgery, falsification, destruction of records, or receiving stolen property; 203193300.19 -39- (c) A criminal violation of any state or federal antitrust law; (d) Violation of the Racketeer Influence and Corrupt Organization Act, 18 U.S.C. § 1961 et seq., or the Mail Fraud Act, 18 U.S.C. § 1341 et seq., for acts in connection with the submission of bids or proposals for a public or private contract; or (e) Conspiracy to commit any act or omission that would constitute grounds for conviction or liability under any statute described in subparagraph (d) above. 18.1.10 If Operator or any of its officers, directors, partners, managers, 5 percent or greater owners, principals, or other employees or persons substantially involved in its activities (a) are subject to a judgment of civil liability under any state or federal antitrust law for acts or omissions in connection with the submission of bids or proposals for a public or private contract, or (b) intentionally makes or causes to be made any false, deceptive, or fraudulent material statement in any bid, proposal, or application for government work, and the individual responsible for such act, omission or material misstatement, if an employee, has not been terminated by Operator, or if not an employee, the relationship therewith has not been terminated, within 30 days after such judgment is entered into in the case of clause (a) above or after a judgment is entered into that any such material statement was intentionally false, deceptive or fraudulent in the case of clause (b). 18.2 If a Default occurs, then, subject to Sections 3.5 and 18.3, MTC shall, at MTC’s option, have any or all of the following remedies, all cumulative (so exercise of one remedy shall not preclude exercise of another remedy), in addition to such other remedies as may be available at law or in equity or under any other terms of this Agreement. MTC’s remedies include, but are not limited to: 18.2.1 Cause a withdrawal from the Security Fund, pursuant to Section 15, subject to any right of Operator to contest such withdrawal pursuant to the Dispute Resolution Process; 18.2.2 Seek actual, direct damages only from Operator for such Default (and notwithstanding anything to the contrary herein, in no event shall MTC be entitled to special, consequential or punitive damages under this Agreement); 18.2.3 Seek to restrain by injunction the continuation of such Default; 18.2.4 Purchase the Equipment at its then fair market value, subject to the rights of the Recognized Lender not to permit the sale of the Equipment to MTC; 18.2.5 Pursue any other remedy permitted by law or in equity or in this Agreement; or 18.2.6 Terminate this Agreement, subject to the rights of the Recognized Lender. 18.3 Nothing in this Agreement precludes Operator from contesting the existence of such Default or the breach, failure or other occurrence underlying a Default in accordance with this Section 203193300.19 -40- 18.3 and the Dispute Resolution Process. If Operator seeks to contest any of the foregoing, Operator must notify MTC prior to the expiration of the applicable cure period set forth in Section 18.1. Following such notice, the dispute shall be addressed and resolved in accordance with the Dispute Resolution Process. Pending final resolution of such dispute, Operator may continue operating the Program in accordance with the terms of this Agreement, and any exercise by MTC of its remedies hereunder shall be stayed until final resolution of such dispute in accordance with the Dispute Resolution Process. In addition, if such final resolution is against Operator, then MTC shall have the right to terminate this Agreement only if such Default is not cured within the period otherwise provided in the definition of Default to remedy such default, provided that for this purpose the applicable remedy period shall commence upon the final resolution of such dispute. 18.4 Subject to the rights of the Recognized Lender (if any and if applicable), upon termination of this Agreement on account of a Default by Operator, reduction of Initial Term under Section 2.3, or expiration of the Term, Operator shall comply with the following close-out procedures: 18.4.1 Turning over to MTC or its designees copies of all books, records, documents and materials specifically relating to this Agreement and reasonably requested by MTC; 18.4.2 Submitting to MTC, within 120 days, a final statement and report relating to this Agreement that has been reviewed by a certified public accountant or a licensed public accountant; 18.4.3 Providing reasonable assistance to MTC during the transition; and 18.4.4 Continuing to operate the Program in accordance with the terms of this Agreement and to effect an efficient and orderly transition of responsibility with respect to the operation of the Program until the earlier of (i) 180 days after such termination and (ii) the selection of a replacement operator for the Program and such replacement operator commencing operation of the Program; provided, however, that Operator shall have the right to cease operating prior thereto if Operator experiences an operating shortfall during the transition period and MTC fails to compensate Operator for such shortfall. 18.5 Subject to the rights of the Recognized Lender (if any and if applicable), upon termination of this Agreement on account of a Default by Operator, reduction of the Initial Term under Section 2.3, or expiration of the Term, MTC shall have the option to: 18.5.1 require Operator to remove all Equipment at its sole cost and expense; 18.5.2 subject to satisfaction of the Program Property Assignment Conditions, require Operator to assign to MTC (or a third-party operator designated by MTC) the Equipment and Operator’s rights under the Escrow Agreement, in which event Operator shall reasonably cooperate with MTC (or such designee) to obtain the legal right to use the Software (excluding the Operator Basic Function Software and the Operator Non-Basic Function Software) either through an assignment of Operator’s license with the Vendor to MTC (or such designee) or by MTC (or such designee) entering a license agreement for such Software with the Vendor; or 203193300.19 -41- 18.5.3 subject to satisfaction of the Program Property Assignment Conditions, take over operation of the Program, and in connection therewith assign to MTC the Equipment and Operator’s rights under the Escrow Agreement, in which event Operator shall reasonably cooperate with MTC to obtain the legal right to use the Software (excluding the Operator Basic Function Software and the Operator Non-Basic Function Software) either through an assignment of Operator’s license with the Vendor to MTC or by MTC entering a license agreement for such Software with the Vendor. 18.6 Not less than 6 months prior to the expiration of the Term, MTC shall elect either (a) to purchase (or have a designee purchase) the Program Property at the expiration of the Term or (b) to require Operator to remove the Equipment upon expiration of the Term. If MTC elects clause (a), then Operator and MTC shall negotiate a purchase price for the Program Property based on the fair market value of the Program Property as an installed system, and at the expiration of the Term, Operator shall reasonably assign to MTC (or its designee) the Equipment and Operator’s rights under the Escrow Agreement and cooperate with MTC (or its designee) to obtain the legal right to use the Software (excluding the Operator Basic Function Software and the Operator Non-Basic Function Software) either through an assignment of Operator’s license with the Vendor or by MTC (or its designee) entering a license agreement for such Software with the Vendor, subject to satisfaction of the Program Property Assignment Conditions. If MTC elects clause (b), then within 90 days of the expiration of the Term, Operator shall remove all Equipment. 18.7 In the event of a breach of this Agreement by any Party or by any Participating City, the other Party or parties shall act in good faith and exercise commercially reasonable efforts to mitigate any damages or losses that result from such breach. Notwithstanding the foregoing, nothing contained in this Section shall limit in any respect the rights of MTC and the Participating Cities to indemnification pursuant to Section 16. 18.8 No Party shall be liable (including, but not limited to, for payment of liquidated damages) for failure to perform any of its obligations, covenants, or conditions contained in this Agreement, to the extent such failure is caused by the occurrence of an Event of Force Majeure, and such Party’s obligation to perform shall be extended for a reasonable period of time, commensurate with the nature of the event causing the delay, and no breach or default shall exist or liquidated damages be payable with respect to such extended period. RIGHTS OF RECOGNIZED LENDER 19.1 Operator shall have the right to collaterally assign its rights under this Agreement to the Recognized Lender as collateral for the Recognized Loan. Operator or the Recognized Lender shall notify MTC of the existence of the Recognized Loan and the collateral assignment of this Agreement and shall notify MTC of the name and address of the Recognized Lender. In no event shall there be more than one Recognized Lender at any one time. 19.2 MTC shall give the Recognized Lender, at the address of such Recognized Lender and in the manner set forth in Section 25.2 a copy of each notice of default at the same time as it gives notice of 203193300.19 -42- default to Operator. A notice of default to Operator shall not be effective unless a copy thereof is concurrently given to the Recognized Lender. 19.3 The Recognized Lender shall, in the case of any Default by Operator under Section 18.1.1, have a period of 10 days more than is given Operator, to remedy such Default prior to MTC terminating this Agreement on account of such Default, and in the case of a Default by Operator under Section 18.1.2 or 18.1.5, shall have a period of 10 days more than is given Operator to remedy such Default prior to MTC terminating this Agreement on account of such Default, provided that if such Default is not one that can be cured with the payment of money and if the Recognized Lender needs to exercise its remedies and obtain access to its collateral prior to being able to effectuate the cure of any such default, such additional 10-day period shall, so long as the Recognized Lender is diligently and continuously pursuing such cure and has provided written notice to MTC of its intent to cure such Default, be extended for such additional time as is necessary for the Recognized Lender to obtain such access and commence and effectuate such cure. 19.4 If this Agreement terminates on account of a Default, then Operator shall give any Recognized Lender prompt notice thereof. Within 60 days following receipt of such notice, the Recognized Lender may elect to require MTC to enter into a new agreement with a replacement operator designated by the Recognized Lender for the remaining Term of this Agreement, considered as if the Term had not ended on account of such Default and on substantially the same terms as contained in this Agreement (the “Replacement Agreement”). Within 120 days of such notice, the Recognized Lender shall identify a replacement operator and credible business plan for such replacement operator to proactively and comprehensively address Operator’s deficiencies. Such replacement operator and business plan shall be subject to the approval of MTC, which approval shall not be unreasonably withheld or delayed. If MTC approves such replacement operator and business plan, then MTC and such replacement operator shall enter into the Replacement Agreement. If MTC and the Recognized Lender are unable to agree on the replacement operator or the business plan within 150 days following such notice, or if the Recognized Lender does not elect to require MTC to enter into a Replacement Agreement within 60 days following receipt of such notice, then MTC shall have the right to exercise its other remedies under Section 18.5 without regard to the rights of the Recognized Lender. 19.5 If pursuant to Section 2.3, MTC exercises its right to reduce the Initial Term by 5 years, then MTC shall give the Recognized Lender notice thereof. Within 60 days following receipt of such notice, the Recognized Lender may elect to require MTC to enter into a new agreement with a replacement operator designated by the Recognized Lender commencing on the expiration of the Term as reduced pursuant to Section 2.3 for the remaining Term of this Agreement, considered as if the Term had not been reduced pursuant to Section 2.3 and on substantially the same terms as contained in this Agreement. Within 120 days of such notice, the Recognized Lender shall identify a replacement operator and credible business plan for such replacement operator to proactively and comprehensively address Operator’s deficiencies. Such replacement operator and business plan shall be subject to the approval of MTC, which approval shall not be unreasonably withheld or delayed. If MTC approves such replacement operator and business plan, then MTC and such replacement operator shall enter into such replacement agreement. If MTC and the Recognized Lender are unable to agree on the replacement operator or the business plan within 150 days following such notice, or if the Recognized Lender does not elect to require MTC to enter into a replacement agreement within 60 days following receipt of such notice, then the Recognized Lender shall have no further rights arising on account of the reduced Term. 203193300.19 -43- 19.6 MTC and Operator shall not amend or modify any provision of this Agreement if the effect thereof is to reduce the Term, reduce Operator’s rights or increase Operator’s obligations in any material respect, or weaken any of the Recognized Lender’s express rights under this Agreement, including the Recognized Lender’s rights under this Section 19, in each case without the prior written consent of the Recognized Lender. MTC shall not accept a surrender of this Agreement by Operator, nor shall MTC and Operator agree to a termination of this Agreement, without the prior written consent of the Recognized Lender. 19.7 If Operator defaults on the Recognized Loan and as a result thereof the Recognized Lender has a right under the applicable loan documents to foreclose on its Program-related collateral, then without the consent of MTC or any Participating City, the Recognized Lender (or a subsidiary thereof) and/or a third party may succeed to the interest of Operator under this Agreement, so long as (a) the party succeeding to the interest of Operator under this Agreement, or a third party manager designated by such successor, has the experience and expertise to operate a large-scale bikeshare program, (b) such successor succeeds to Operator’s interest in the Bicycles, other Equipment and other collateral, (c) such successor has substantially the same legal right to obtain replacement Bicycles and other Equipment, to utilize the Bicycle patents and other Equipment patents, and to utilize the required Software that Operator has as of the Effective Date; and (d) agrees to comply with all terms of this Agreement. 19.8 The terms and provisions of this Section 19 and the rights of the Recognized Lender hereunder shall survive a termination of this Agreement pursuant to a Default or the expiration of this Agreement pursuant to Section 2.3. EMPLOYMENT 20.1 Operator will pay wages to all of its employees that equal or exceed the living wage in effect as of the date of this agreement under State law or applicable local law. 20.2 Operator shall use reasonable efforts, at its own cost and expense, to conduct outreach for employment purposes to residents of the Participating Cities for the opportunities to be created by the construction, installation, operation, management, administration, marketing and maintenance of the Program. Such recruitment activities shall include provisions for the posting of employment and training opportunities at appropriate Participating City agencies responsible for encouraging employment of Participating City residents. Operator shall ensure the promotion of equal employment opportunity for all qualified Persons employed by, or seeking employment with, Operator. For San Francisco-based entry level job openings with Operator, Operator shall post such openings through San Francisco’s First Source Hiring Program and offer the City of San Francisco the first opportunity to refer qualified candidates to Operator for such openings. 20.3 Operator shall not refuse to hire, train, or employ, bar or discharge from employment or discriminate against any individual in compensation, hours of employment, or any other term, condition, or privilege of employment, including, but not limited to, any promotion, upgrading, demotion, downgrading, transfer, layoff, or termination, on the basis of race, creed, color, national origin, sex, age, handicap, marital status, affectional preference or sexual orientation, in accordance with applicable law. Operator agrees to comply in all respects with all applicable federal, state and local employment discrimination laws and requirements during the Term. 203193300.19 -44- 20.4 Operator shall select, train and employ such number of employees as is necessary or appropriate for Operator to satisfy its responsibilities hereunder. Operator shall be the sole authority to hire, terminate and discipline any and all personnel employed by Operator. INSPECTION AND AUDIT RIGHTS 21.1 MTC shall have the right at reasonable times and upon reasonable notice to inspect the installation, operation, and maintenance of the Program and its associated elements. 21.2 Operator shall open and maintain a facility in each of San Francisco, San Jose and East Bay to support Program operations. 21.3 Operator shall comply with the reporting requirements set forth in Appendix C. 21.4 Throughout the Term, Operator shall maintain complete and accurate books of account and records of the business, ownership and operations of Operator with respect to the Program. 21.5 MTC has the right upon written demand with reasonable notice to Operator under the circumstances, to inspect, examine or audit during normal business hours all documents, records or other information pertaining to Ridership Revenue and Sponsorship Revenue or any other data collected and maintained by Operator to comply with the reporting requirements of Appendix C. All such documents shall be made available at one of Operator’s local offices. All such documents shall be retained by Operator for a minimum of 6 years following the expiration or termination of this Agreement. RESTRICTION AGAINST ASSIGNMENT 22.1 Operator shall not sell, assign or otherwise transfer all or any portion of its interest in this Agreement without the prior written consent of MTC, except as otherwise provided in Sections 19.1 and 19.7. Operator shall notify MTC of any proposed sale, assignment or transfer of this Agreement, in writing, at least 60 days prior to the proposed effective date of such sale, assignment or transfer. In the event that any such sale, assignment or transfer of this Agreement is approved by MTC, the purchaser, assignee or transferee shall agree to be bound by all the covenants of this Agreement required of Operator to the extent arising from and after the effective date of such sale, assignment or transfer. Any purported sale, assignment or transfer without MTC’s approval as required above shall be void and of no force or effect. Nothing in the foregoing shall limit (a) the right of Bikeshare Holdings to sell, assign or otherwise transfer interests in Operator, (b) the right of direct or indirect owners of equity interests in Bikeshare Holdings to sell, assign or otherwise transfer such interests, (c) the right of Bikeshare Holdings to sell, assign or transfer all or substantially all of its assets, including its interest in this Agreement, so long as Operator or, in the case of clause (c), its successor, has the experience and expertise to operate a large-scale bikeshare program and has substantially the same legal right to obtain replacement Bicycles and other Equipment, to utilize the Bicycle patents and other Equipment patents, and to utilize the required Software that Operator has as of the Effective Date. In addition, nothing in the foregoing shall prohibit a merger, reorganization, recapitalization, consolidation or similar transaction involving Bikeshare Holdings or any direct or indirect holder of equity interests in Bikeshare Holdings, so long as the conditions set forth in the preceding sentence are satisfied. 203193300.19 -45- DISPUTE RESOLUTION PROCESS 23.1 In the event of a dispute between the Parties, including, without limitation, a dispute regarding liquidation damages pursuant to Section 2.6.3, a dispute regarding the Security Fund, a dispute regarding a breach of this Agreement or regarding the occurrence or continued existence of a Default, such dispute shall be addressed and resolved in accordance with the following (the “Dispute Resolution Process”): 23.1.1 MTC’s Program Manager assigned to the Program and Operator’s General Manager of the Program, or their respective delegates, shall meet, within 10 days after receipt by one Party of notification from the other Party of such dispute, to negotiate in good faith in order to try to resolve such dispute (the date of the first such meeting, or the expiration of such 10-day period if the meeting is not timely held, being the “Initial Meeting Date”). A KPI Contest Notice shall constitute appropriate notification for a dispute regarding a right to liquidated damages under Section 2.6.3, and a rejection of a KPI Change Request shall constitute appropriate notification for a dispute under Section 2.6.2(a). If such persons fail to resolve such dispute within 15 days after the Initial Meeting Date, then the Executive Director of MTC and the President of Bikeshare Holdings shall meet promptly and negotiate in good faith in order to resolve such dispute. If such persons fail to resolve such dispute within 30 business days after the Initial Meeting Date, then such dispute shall be subject to mediation under Section 23.1.2. As used in this Section 23.2.1, a meeting may be held in person, by conference call or by video conference. By agreement of the Parties, any of the deadlines set forth in this Section 23.1.1 may be extended or shortened. The process described in this Section 23.1.1 shall be confidential and treated as a compromise negotiation for purposes of federal and state rules of evidence. 23.1.2 Unless the Parties otherwise agree, mediation shall be administered by the American Arbitration Association (the “AAA”) in accordance with its Commercial Rules, or similar service. A request for mediation shall be made in writing, delivered to the other Party and filed with the applicable mediation service. Either Party may submit such request. The Parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in San Francisco. The Parties shall be represented by individuals of their choosing. Agreements reached in mediation shall be binding on the Parties and enforceable in a State or Federal Court of competent jurisdiction sitting in San Francisco County. The mediation process shall be confidential and treated as a compromise negotiation for purposes of federal and state rules of evidence. 23.1.3 For the avoidance of doubt, the Parties shall comply with any settlement agreement regarding any dispute that is the subject of a settlement agreement. 23.1.4 As used in this Agreement, “final resolution” of a dispute or a dispute being “finally resolved” means that (a) the Parties have entered into a settlement agreement to resolve such dispute, or (b) if either Party has initiated a judicial proceeding to contest such dispute, that a final-non- appealable order of a court of competent jurisdiction has been issued for such dispute. 203193300.19 -46- REPRESENTATIONS AND WARRANTIES OF OPERATOR 24.1 In addition to the representations, warranties, and covenants of Operator set forth elsewhere herein, Operator represents and warrants to MTC and the Participating Cities as of the Effective Date: 24.1.1 Operator is a limited liability company, validly existing and in good standing under the laws of the State of Delaware, and it is duly authorized to do business in the State of California; 24.1.2 The sole owner of Operator is Bikeshare Holdings; and 24.1.3 Operator has all requisite power and authority to own or lease its properties and assets, to conduct its business as currently conducted and to execute, deliver and perform this Agreement and all other agreements entered into or delivered in connection with or as contemplated hereby. 24.1.4 The execution, delivery and performance of this Agreement and all other agreements, if any, entered into in connection with the transactions contemplated hereby have been duly, legally and validly authorized by all necessary action on the part of Operator. 24.1.5 This Agreement has been duly executed and delivered by Operator and constitute the valid and binding obligations of Operator, and are enforceable in accordance with their respective terms, subject to equitable legal principles and the laws governing creditors’ rights. Operator has obtained the requisite authority to authorize, execute and deliver this Agreement and to consummate the transactions contemplated hereby and no other proceedings or other actions are necessary on the part of Operator to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. 24.1.6 Neither the execution and delivery of this Agreement by Operator nor the performance of its obligations contemplated hereby will: (a) Conflict with, result in a material breach of or constitute a material default under (or with notice or lapse of time or both result in a material breach of or constitute a material default under) (i) any governing document of Operator or to Operator’s knowledge, any agreement among the owners of Operator, or (ii) any statute, regulation, agreement, judgment, decree, court or administrative order or process or any commitment to which Operator is a party or by which it (or any of its properties or assets) is subject or bound; (b) Result in the creation of, or give any party the right to create, any material lien, charge, encumbrance, or security interest upon the property and assets of Operator; or 203193300.19 -47- (c) Terminate, breach or cause a default under any provision or term of any contract, arrangement, agreement, license or commitment to which Operator is a party. 24.1.7 Warranty of Services. In the performance of its services, Operator represents and warrants that it has and will exercise the degree of professional care, skill, efficiency, and judgment of those with special expertise in providing such services, and that it carries and will maintain all applicable licenses, certificates, and registrations needed for the work in current and good standing. 24.1.8 Neither Operator nor any of its officers, directors or senior management has committed or been convicted (where such conviction is a final, non-appealable judgment or the time to appeal such judgment has passed) of any criminal offense, including, but not limited to, bribery or fraud, arising out of or in connection with (a) this Agreement, (b) the award of this Agreement, or (c) any act to be taken pursuant to this Agreement by MTC or its officers, employees or agents, or (d) the business activities and services to be undertaken or provided pursuant to this Agreement. Operator shall promptly terminate its relationship with any office, director or senior management of Operator who is convicted (where such conviction is a final, non-appealable judgment or the time to appeal such judgment has passed) of any criminal offense, including, but not limited to, bribery or fraud, arising out of or in connection with: (i) this Agreement, (ii) the award of this Agreement, (iii) any act to be taken pursuant to this Agreement by MTC or its officers, employees or agents, or (iv) the business activities and services to be undertaken or provided by Operator pursuant to this Agreement. 24.2 All representations and warranties contained in this Agreement shall survive the Term. MISCELLANEOUS 25.1 Operator, MTC and the Participating Cites acknowledge and agree that the nature of the Program requires extensive and ongoing long-term coordination among the Parties and the Participating Cities. Accordingly, no later than 10 business days after the Effective Date, Operator, MTC and, in accordance with the Coordination Agreement, each Participating City, shall designate an employee as its designated representative (the “Designated Representative”) to be the principal contact of such party in its dealings with the other parties in connection with the implementation of the Program. Any party may change its Designated Representative in its sole discretion so long as notice of such change is given to the other parties. 25.2 All notices, demands or requests under this Agreement shall be in writing and shall be sufficiently given if sent by registered or certified mail, return receipt requested, by electronic mail (email), by overnight mail, or by personal delivery, in each case to the address listed below, or to such other location or person as any party may designate in writing from time to time. Any notice, demand or 203193300.19 -48- request under this Agreement intended for the Participating Cities shall be sent to MTC. Any notice, demand or request shall be deemed given on the date of receipt or rejection by the intended recipient. If to MTC: Metropolitan Transportation Commission Joseph P. Bort MetroCenter, Oakland, CA 94607-470 Attention: Executive Director Email: SHeminger@mtc.ca.gov Attention: General Counsel: Email: AWeil@mtc.ca.gov Attention: Designated Representative Email: KMulder@mtc.ca.gov If to Operator: Bay Area Motivate, LLC 5202 Third Avenue Brooklyn, New York 11220 Attention: Jay Walder, President and CEO Email: jaywalder@motivateco.com Attention: Justine Lee, Vice President and General Counsel Email: justinelee@motivateco.com Bay Area Motivate, LLC 2200 Jerrold Avenue, Unit J San Francisco, California 94124 Attention: Emily Stapleton, General Manager and Designated Representative Email: emilystapleton@motivateco.com Notwithstanding the foregoing, any notice required to be given to Operator pursuant to Section 18 for which a cure period is 10 business days or less or any other notice that requires action to be taken within 10 business days or less must be given by email, personal delivery or overnight mail service. 25.3 If Operator receives either a notice of default or a notice of noncompliance from a Sponsor, a lender or a material supplier, it shall notify MTC and supply a copy of the notice of noncompliance within 5 days of receipt. 25.4 Upon request by Operator, MTC shall execute, acknowledge and deliver to Operator (or directly to a designated third party) an estoppel certificate in a form reasonably acceptable to the Parties. MTC shall sign, acknowledge, and return such estoppel certificate within 15 days after request, even if Operator is in default. Any estoppel certificate shall bind MTC to the extent set forth therein. 25.5 This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. The Recognized Lender shall be a third party beneficiary of Section 19. 203193300.19 -49- 25.6 No failure on the part of MTC or Operator to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right preclude any other right, except as provided herein, subject to the conditions and limitations established in this Agreement. The rights and remedies provided herein are cumulative and not exclusive of any remedies provided by law, and nothing contained in this Agreement shall impair any of the rights of any party under applicable law, subject in each case to the terms and conditions of this Agreement. A waiver of any right or remedy by a party at any one time shall not affect the exercise of such right or remedy or any other right or other remedy by such party at any other time. In order for any waiver of any party to be effective, it must be in a writing signed by such party. The failure of MTC to take any action regarding a default by Operator shall not be deemed or construed to constitute a waiver of, or otherwise affect, the right of MTC to take any action permitted by this Agreement at any other time regarding such default. 25.7 The clauses and provisions of this Agreement are intended to be severable. If any clause or provision is declared invalid, in whole or in part, by any court, agency, commission, legislative body, or other authority of competent jurisdiction, such provision shall be deemed a separate, distinct, and independent portion, and such declaration shall not affect the validity of the remaining portions hereof, which other portions shall continue in full force and effect, but only so long as the essential terms underlying this Agreement are not undermined. If, however, the essential terms underlying this Agreement are undermined as a result of any clause or provision being declared invalid, in whole or in part, by any court, agency, commission, legislative body, or other authority of competent jurisdiction, and such declaration is not stayed within 30 days by a court pending resolution of a legal challenge thereto or an appeal thereof, the adversely affected party shall notify the other parties in writing of such declaration of invalidity and the effect of such declaration of invalidity and the parties shall enter into good faith negotiations to modify this Agreement to compensate for such declaration of invalidity. If the parties cannot come to an agreement modifying this Agreement within 120 days (which 120 day period shall be tolled during any stay contemplated above) of such notice, then this Agreement shall terminate with such consequences as would ensue if it terminated pursuant to Section 18, except Operator shall not be liable for any damages. 25.8 If any applicable federal, state, or local law or any regulation or order is passed or issued, or any existing applicable federal, state, or local law or regulation or order is changed (or any judicial interpretation thereof is developed or changed) in any way which undermines the essential terms underlying this Agreement, the adversely affected party shall notify the other parties in writing of such change and the effect of such change and the parties shall enter into good faith negotiations to modify this Agreement to compensate for such change, subject to any necessary approvals of MTC and the Participating Cities. 25.9 The headings contained in this Agreement are to facilitate reference only, do not form a part of this Agreement, and shall not in any way affect the construction or interpretation hereof. Terms such as “hereby,” “herein,” “hereof,” “hereinafter,” “hereunder” and “hereto” refer to this Agreement as a whole and not to the particular sentence or paragraph where they appear, unless the context otherwise requires. The term “may” is permissive; and, the terms “shall,” “must,” and “will” are mandatory, not merely directive. The term “day” means a calendar day, unless otherwise stated herein to be a “business day.” The term year means any period of 365 days, unless otherwise stated herein to be a “calendar year.” All references to any gender shall be deemed to include both the male and the female, and any reference by number shall be deemed to include both the singular and the plural, as the context may require. Terms used in the plural include the singular, and vice versa, unless the context otherwise requires. References 203193300.19 -50- in this Agreement to Sections, Appendices and Exhibits are to Sections, Appendices and Exhibits of this Agreement. 25.10 Operator shall conduct the work to be performed pursuant to this Agreement as an independent contractor and not as an agent of MTC or any Participating City. 25.11 This Agreement shall be governed in all respects, including validity, interpretation and effect, and construed in accordance with, the laws of the State of California, irrespective of conflict of laws principles, as applicable to contracts entered into and to be performed entirely within the State of California. 25.12 Subject to the requirement that disputes be addressed in accordance with the Dispute Resolution Process, each hereby irrevocably submits to the jurisdiction of any State or federal court sitting in San Francisco County, California, over any suit, action or proceeding arising out of or relating to this Agreement. Each party hereby irrevocably waives, to the fullest extent permitted by law, any objection it may now or hereafter have to such venue as being an inconvenient forum. 25.13 Should any party employ an attorney for the purpose of enforcing or construing this Agreement, or any judgment based on this Agreement, in any legal proceeding whatsoever, including insolvency, bankruptcy, arbitration, declaratory relief or other litigation, the prevailing party shall be entitled to receive from the other party or parties thereto reimbursement for all reasonable attorneys’ fees and all costs, including but not limited to service of process, filing fees, court and court reporter costs, investigative costs, expert witness fees and the cost of any bonds, whether taxable or not, and such reimbursement shall be included in any judgment, decree or final order issued in that proceeding. The “prevailing party” means the party in whose favor a judgment, decree, or final order is rendered. 25.14 No provision of this Agreement nor any Appendix or Exhibit shall be amended or otherwise modified, in whole or in part, except by a written instrument, duly executed by the Parties and approved as required by applicable law. 25.15 This Agreement may be executed in one or more counterparts which, when taken together, shall constitute one and the same. 25.16 Time is of the essence with respect to the obligations of the parties under this Agreement and with respect to the deadlines for submitting notices, including, without limitation, a KPI Failure Notice, a KPI Contest Notice or any notice under Section 15.3 or 18.1. 25.17 If Operator publishes a work dealing with any aspect of performance under this Agreement, or of the results and accomplishments attained in such performance, then MTC shall have a royalty-free, non-exclusive and irrevocable license to reproduce, publish, or otherwise use and to authorize others to use the publication, or, in the event that only a portion of the publication deals with an aspect of performance under this Agreement, such portion of the publication. TN WITNESS WHEREOF, MTC and Operator have executed this Agreement as of the Effective Date. METROPOLITAN TRANSPORTATION COMMISSION By: Name:eriiinger Title:Executive Director Signature Page to Program Agreement BAY AREA MOTIVATE,LLC By:______ Name:Jay a1dr Title:Presid nt ahd Chief Executive Officer V Signature Page to Program Agreement 5-2 203193300.19 A-1 Appendix A Key Performance Indicators and Liquidated Damages This Appendix A sets forth the Key Performance Indicators and the liquidated damages assessed against Operator for failing to comply with the Key Performance Indicators. Key Performance Indicators are subject to extension for Events of Force Majeure. Liquidated damages are subject to the annual limitation of 4% of Ridership Revenues. KPI # Title Definition Measurement Tool(s)1 Liquidated Damages 1 Station Cleaning and Inspection Station Cleaning for each Station must occur 2 times per month-- one time between the first and fifteenth days of the month, and one time between the sixteenth and last days of the month. Litter removal needs to occur for on street Stations at least once per week. Additional litter removal to occur on an as-needed basis. Operator records/ databases $75 for each Station that is not cleaned according to schedule. 2 Graffiti Removal (a) Except as required by clause (b) below, Operator shall remove conspicuous graffiti within 72 hours after Notification. (b) Operator shall remove racist and hate graffiti within 4 hours after Notification. Operator records/databases (a) $50 for each 24-hour period (or part thereof) beyond 72 hours. (b) $50 for each 4-hour period (or part thereof) beyond 4 hours. 3 Litter Removal Operator shall remove conspicuous accumulations of litter from Stations within 24 hours after Notification. Operator records/databases $50 for each 4-hour period (or part thereof) beyond 24 hours. 4 Bicycle Maintenance Every Bicycle in the Bicycle Fleet shall receive a Bicycle Maintenance check at least once every two calendar months. Operator records/ databases $25 for each Bicycle that is not subject to a Bicycle Maintenance in any 2-calendar month period. 1 Sources of information used to assess compliance with these service levels may include, but are not limited to, those listed in the “Measurement Tool(s)” column. 203193300.19 A-2 KPI # Title Definition Measurement Tool(s)1 Liquidated Damages 5 Station Deactivation and De-Installation As directed by MTC or a Participating City, Operator must perform: (i) Station Deactivation(s); (ii) Station De-Installation(s); (iii) Station Re-Installation(s); (iv) Station Adjustment(s). (i) Operator will Deactivate a Station within 24 hours after a request from a Participating City, except in instances where the continued presence/activity of the station has been determined to pose a threat to public safety. (ii) Operator will complete a De-Installation of a Station within 72 hours after a request from a Participating City, except in instances where the continued presence/activity of the station has been determined to pose a threat to public safety. (iii, iv) Deactivated Stations must be reactivated within 24 hours of direction from a Participating City. De- Installed or Adjusted Stations must be reinstalled or Readjusted to their original configurations within 72 hours of direction from a Participating City. Notwithstanding the foregoing, the KPIs for De- Installation and reinstallations are limited to 20 in any 72-hour period. The time permitted for larger scale De- Installation and reinstallation will be subject to agreement between Operator and MTC. Electronic communications (i) $75 for each hour of delay (or part thereof) beyond 24 hours for Deactivation. (ii) $75 for each hour of delay (or part thereof) beyond 72 hours for De-Installation. (iii, iv) $50 for each hour of delay (or part thereof) beyond 24 hours for reactivation; $50 for each hour of delay (or part thereof) beyond 72 hours for reinstallation or Readjustment. 203193300.19 A-3 KPI # Title Definition Measurement Tool(s)1 Liquidated Damages 6 Program Functionality The Program must be operational 100% of the time every month (i.e., every hour of every day, 24 hours per day, 7 days per week, measured monthly), so that, at a minimum, all Program users can dock and undock Bicycles at all times, excluding (i) scheduled downtime, and (ii) any period when the Computer Hardware for the Program and/or Software is, and remains, damaged through Hacking. Program Functionality does not apply to hardware malfunctions at individual Stations or to individual Stations that are not Operable Stations. Software System If in any month the Program is operational less than 100% of the time, then $300 for every hour (or part thereof) that the Program is not operational. 7 Station Operability Stations, in the aggregate, must be Operable Stations 99% of the time every month (i.e., every hour of every day, 24 hours per day, 7 days per week, measured monthly), excluding (i) during scheduled downtime, and (ii) any period when a Station is not an Operable Station because the Kiosk or other Equipment located at the Station has been damaged by third-parties. Calculated by taking the sum of the number of hours that each Station was an Operable Station during a month, dividing that sum by the product of the total number of hours in the month and the number of Stations that month. Station Operability does not apply during any period in which the entire Program system is down. Operator records/ databases If in any month the Stations are not Operable Stations 99% of the time, then $100 for every hour that Stations are not Operable Stations below the 99% threshold. 203193300.19 A-4 KPI # Title Definition Measurement Tool(s)1 Liquidated Damages 8 Website Operations The Program website must be operational 100% of the time every year (i.e., every hour of every day, 24 hours per day, 7 days per week, measured annually) excluding (i) scheduled downtime, and (ii) any period when the Computer Hardware for the Program and/or Software is, and remains, damaged through Hacking. Operator records/ databases If in any year the website is not operational 100% of the time, then $50 for every hour each year that the website is not operational. 9 Telephone Answering Time Not less than 80% of telephone calls to Operator’s call center each month must be answered by a person within 90 seconds or less. Operator records/ databases $100 for every percentage point below 80% that telephone calls are not answered in 90 seconds or less in any month. 10 Email Response Time Not less than 95% of emails to Operator’s public information email address must be answered within 1 business day. Operator records/ databases $100 for every percentage point below 95% that emails are not answered within 1 business day or less in any month. 11 Bicycle Availability This Bicycle Availability requirement is met if the monthly average Bicycle Fleet Level, recorded once each Day of the month between the hours of 11:00 AM and 3:00 PM, is not less than 90% of the Program Fleet. Damages are calculated as the sum of Bicycles under the threshold for each Day that the recorded Bicycle Fleet Level is less than the required Bicycle Fleet Level. Software System $15 for each Bicycle that is under the 90% threshold each month. 203193300.19 A-5 KPI # Title Definition Measurement Tool(s)1 Liquidated Damages 12 Rebalancing No station Cluster shall be completely empty of available bikes for use or completely lacking of empty, operable docks for more than 10 consecutive minutes during Peak Hours (i.e., 6:00 am to 10:00 pm). The Rebalancing KPI set forth above is an interim KPI. During the Assessment Period (as defined in Section 2.6.2(b) of the Agreement), the Rebalancing KPI will be assessed and reformulated, and a new Rebalancing KPI will be fully implemented immediately following the Assessment Period. Software System/ Operator records/ databases $1.00 for each minute that a Cluster Outage occurs beyond 10 consecutive minutes during Peak Hours. Liquidated Damages do not apply to the Stations installed as part of a Phase for the first 6 months after the completion of such Phase. 203193300.19 B-1 Appendix B Cost of Equipment PENINSULA PILOT CITIES: • Cost to upgrade AD Equipment: $12.50 per Dock per month, subject to PPI Adjustment. • Cost to purchase new Equipment: As set forth in the New Equipment Price Schedule below. The prices set forth in such schedule are subject to PPI Adjustment. • Cost to install new Equipment (including site planning and drawings): $4,000 per Station, subject to CPI Adjustment • Cost to operate and maintain the Equipment: $100 per Dock per month, subject to CPI Adjustment, and subject to the following reductions: (i) Cost to operate and maintain will be reduced to $75 per Dock per month, subject to CPI Adjustment, during any 12-month period in which there is an average of 1 Trip per Bicycle per day for the entire Bicycle Fleet in such Peninsula Pilot City (subject to Bicycle Availability) (ii) Cost to operate and maintain will be reduced to $50 per Dock per month, subject to CPI Adjustment, during any 12-month period in which there is an average of 1.5 Trips per Bicycle per day for the entire Bicycle Fleet in such Peninsula Pilot City (subject to Bicycle Availability) (iii) Cost is reduced to $0 per dock, adjusted by CPI, if an average of 3 rides per bike per day citywide occurs for a 12 month period OTHER ELIGIBLE CITIES: • Cost to purchase new Equipment: As set forth in the New Equipment Price Schedule below. The prices set forth in such schedule are subject to PPI Adjustment. • Cost to install new Equipment (including site planning and drawings): $4,000 per Station, subject to CPI Adjustment • Cost to operate and maintain the Equipment: $130 per Dock per month, subject to CPI Adjustment, and subject to the following reductions: (i) Cost to operate and maintain will be reduced to $97.50 per Dock per month, subject to CPI Adjustment, during any 12-month period in which there is an average of 1 Trip per Bicycle per day for the entire Bicycle Fleet in such Eligible City (subject to Bicycle Availability) 203193300.19 B-2 (ii) Cost to operate and maintain will be reduced to $65 per Dock per month, subject to CPI Adjustment, during any 12-month period in which there is an average of 1.5 Trips per Bicycle per day for the entire Bicycle Fleet in such Eligible City (subject to Bicycle Availability) (iii) Cost to operate and maintain will be reduced to $0 per Dock per month, subject to CPI Adjustment, during any 12-month period in which there is an average of 3.0 Trips per Bicycle per day for the entire Bicycle Fleet in such Eligible City (subject to Bicycle Availability) • If Operator contracts with a private property owner to locate a publicly-accessible Station on private property in the Eligible City, then the cost to operate and maintain the Equipment will be a matter for agreement between Operator and the private property owner. New Equipment Price Schedule Station Size (No. of Bicycles)No. of Docks Cost (Excluding Sales Tax) 8 15 47,166.98$ 10 19 55,503.56$ 12 23 63,840.15$ 14 27 72,176.74$ 16 31 80,513.33$ 18 35 88,849.92$ 20 39 97,186.51$ 203193300.19 C-1 Appendix C Reporting Requirements MTC shall have real-time, read-only access to data as specified in the Functional Specifications. Operator shall deliver a monthly report, by the 25th day of each month, to MTC, with all of the data described below, and in a form that is acceptable to, and approved by, MTC for the Program. Except for financial information, the data shall reflect all relevant facts as they existed with respect to the immediately preceding calendar month (e.g., the June report would reflect the non-financial data for May), and the reports shall provide cumulative calendar year-to-date totals for each category (as may be applicable). For all financial information, the data shall reflect all relevant facts as they existed with respect to the calendar month that immediately precedes the immediately preceding calendar month (e.g., the June report would reflect the financial data for April), and the reports shall provide cumulative calendar year-to-date totals for each category (as may be applicable). No more frequently than once every six months, Operator may request a meeting with MTC to assess the effectiveness of these Reporting Requirements; upon mutual agreement, the Reporting Requirements below may be adjusted. 1) Membership: • YTD membership counts at the end of the reporting month, by membership type and Participating City; • Number of new members by type and Participating City, who signed up during the reporting month, by day and month; and • Number of cancellations and expirations of registered members, by type and Participating City, during the reporting month. 2) Ridership: • “Trip” shall mean the use of a Bicycle from one Station to another Station or back to the initial Station; • Trips per Day, per Participating City and member type, for the entire Program; and • Total Trips per month, and YTD per Station, Participating City, and member type, for the entire Program. 3) Environmental Impact: • Total and average calories burned per Day/month, by Participating City for the entire Program, based on calculation using total and average Trip durations; and • Carbon offset per month, by Participating City and for the entire Program, based on calculation using total hours of usage. 4) Rebalancing Operations: 203193300.19 C-2 • Number of Bicycles rebalanced per Day; • Bicycles on the street per Day per Participating City; • List of full and empty instances (Station, start time, end time, and date) in excess of 10 consecutive minutes between 6:00 AM and 10:00 PM; • Count of full and empty instances per Station and Participating City by Day and month in excess of 10 consecutive minutes between 6:00 AM and 10:00 PM; • Breakdown of full and empty instances by duration in excess of 10 consecutive minutes between 6:00 AM and 10:00 PM; • List of full and empty instances (Station, start time, end time, and date) between 6:00 AM and 10:00 PM at “priority” Stations (to the extent “priority” Stations have been established); • Count of full and empty instances per Station and Participating City by Day and month between 6:00 AM and 10:00 PM at “priority” Stations (to the extent “priority” Stations have been established); • Breakdown of full and empty instances by duration between 6:00 AM and 10:00 PM at “priority” stations (to the extent “priority” stations have been established); and • Percentage of time Stations are normal, full, or empty. 5) Station Maintenance Operations: • List of Stations cleaned and dates of each cleaning; • Number of active Stations; • List of all Station malfunctions (Station, start and end date and time, and event); and • Percentage of time Stations were available to provide rentals for monthly and annual members by Station and for the entire Program. 6) Bicycle Maintenance Operations: • Count of Bicycles checked per month; • Count of Bicycles repaired per month; • List of Bicycles by unique ID number not checked per month. 7) Incident Reporting: • List of all incidents (crash, vandalism, theft, and police action) with dates and summary of outcomes. 203193300.19 C-3 8) Customer Service Reporting: • Number of calls and emails, with total and broken down by classification; • Average time to answer call; • Average time of call; • Number of refunds and amount given per month; and • Upon call center software availability, number of calls of different types of issues, and average length of call. 9) Customer Outreach: • Web site analytics. 10) Financial Summary: • Fees assessed to bike share users due to lost or damaged bicycles; • Revenue generated from subscriptions, by subscription type; • Revenue generated from usage fees, by subscription type; and • Revenue generated from other sources, including Advertising and Sponsorships. 11) Compliance with KPIs: • Recorded Bicycle Fleet Level for each day as recorded between the hours of 11:00 AM and 3:00 PM. 203193300.19 D-1 Appendix D Functional Specifications Functional Specification Software Billing Product requirements Annual and casual billing Usage charges billing Discounts Refunds Administrative and stolen bike charges Automatic renewal of accounts Opt-in/Opt-out ability for automatic renewal Allow Annual Members to use Clipper Card to access Bicycles in lieu of key fob2 Automatic emails to customers Ability to edit text in emails to customers Automatic emails in the following instances: Upon successful renewal Upon signup Upon failed monthly payment Upon successful monthly payment Upon credit card change Upon credit card expiration Upon account renewal needed (manual billing) Upon upcoming automatic account renewal (automatic billing) Upon successfully account renewal Upon failed account renewal Upon successful bike return (user configurable) Upon missing bike (user and system configurable) Upon incurrence of overage fees Upon system shut down PCI Compliance PCI Compliance of Bike Share Operator and System Remote functionality Ability to shut down system (prevent bikes from being rented) Ability to lock down bikes (with visual indicator) Ability to shut down stations Ability to reboot remotely (when connected) Operational Dashboards (The following dashboards should be available at a minimum) 2To be achieved by the later of 20 months after the Effective Date and completion of Phase IV. 203193300.19 D-2 Subscriptions Number of casual users by subscription type Number of members by subscription type Customer rental activity Number of open rentals and duration of rental Number of trips and rentals completed by casual and registered members Real-Time Dashboards Station status (total, working, out of order, locked, disconnected) Station occupancy (current and recent history of station bike/dock occupancy) Docking point status (total, locked, error, empty, bike docked) Bike status (docked, in rental, defective, other) Private data feed MTC to have access to analytical/reporting databases provided by bikeshare system. Public data feed All public data feeds should cover the following at a minimum: Station Name Station ID Station Status (locked/unlocked) Latitude Longitude # of total docking points # of available docking points # of inoperable docks (w/ and w/o bikes) # of available bikes Last communication time with server Excludes test/warehouse station Product support and redundancy Features for product support include System redundancy Real-time database backups Development and QA will be done separate from the production environment Software escrow A third-party software escrow with the latest major software release must be maintained at all times Hardware Docking mechanism Subscriber can unlock a bike (e.g., via a valid key or card) Locking mechanism that opens within configurable number of seconds Locking mechanism that closes immediately with moderate docking force Defaults to unlocked/open when bike is not present Functional user lock-down capability ("wrench button") with permanent visual 203193300.19 D-3 indicator Visual and audible indication of successful, failed, or in-progress transaction Bike Step through design Hold someone up to 240 pounds Can lock and unlock securely Bell Front and rear flashing lights when bike is moving; stay illuminated for 60 seconds after bike stops Reflective sidewalls on tires Within range, an infinitely adjustable seat height with ergonomic lever/tension adjustment and high-contrast height markings Carrier not susceptible to trash accumulation Wheels greater than or equal to 26" in diameter Fenders for front and rear wheels Front and rear hand brakes Multiple speed drivetrain Scratch- and graffiti-resistant frame finish Reflectors on pedals, spokes, and front and rear of bike Rubber tread on pedals Room for safety messaging on handlebar and front cockpit Tamper-resistant hardware (including hidden cables and custom wrench fittings) Chain guard Kiosk station Short-term user can unlock one or multiple bikes (e.g., via valid ride code or key). Casual users can use single credit card to rent up to 4 bikes Hibernation stage Vandal resistant, replaceable screens Nearby station functionality Multiple languages 203193300.19 Attachment A Agreement to Continue Pilot Bike Share Program 203215669.16 ATTACHMENT A AGREEMENT TO CONTINUE PILOT BIKE SHARE PROGRAM by and between BAY AREA MOTIVATE, LLC and METROPOLITAN TRANSPORTATION COMMISSION 203215669.16 1 Table of Contents RECITALS ..................................................................................................................................... 3 ARTICLE I SCOPE OF SERVICES; TERM ........................................................................... 3 ARTICLE II REVENUES; USER FEES; AND OPERATING EXPENSES ......................... 4 ARTICLE III EMPLOYEE AND EMPLOYMENT MATTERS ............................................ 5 ARTICLE IV OWNERSHIP AND PROPRIETARY RIGHTS .............................................. 7 ARTICLE V TERMINATION .................................................................................................... 7 ARTICLE VI DISPUTE RESOLUTION ................................................................................... 8 ARTICLE VII INSURANCE....................................................................................................... 8 ARTICLE VIII INDEMNIFICATION AND LIMITATION OF LIABILITY .................... 12 ARTICLE IX THIRD PARTY BENEFICIARIES ................................................................. 13 ARTICLE X MISCELLANEOUS ............................................................................................ 13 ARTICLE XI DEFINITIONS ................................................................................................... 17 Attachment A-1, Description of Services ..................................................................................... 21 Attachment A-2, Subscriber Related Fees .................................................................................... 28 Attachment A-3, New Subscriber-Related Fees ........................................................................... 30 203215669.16 2 ATTACHMENT A AGREEMENT TO CONTINUE PILOT BIKE SHARE PROGRAM THIS AGREEMENT TO CONTINUE THE PILOT BIKE SHARE PROGRAM (this “Continuation Agreement”), has an effective date (the “Effective Date”) that is the same as the effective date of the BAY AREA BIKE SHARE PROGRAM AGREEMENT, to which this Continuation Agreement is attached (the “Program Agreement”), by and between the METROPOLITAN TRANSPORTATION COMMISSION, a California public agency established pursuant California Government Code § 66500 et seq., having an office at 101 Eighth Street, Oakland, California (“MTC”), and BAY AREA MOTIVATE, LLC, a Delaware limited liability company, having any office at 5202 Third Avenue, Brooklyn, New York 11220, as Operator of the Bay Area Bike Share Program (“Operator”). RECITALS WHEREAS, Alta Bicycle Share, Inc., an Oregon corporation (“Alta”), and Bay Area Air Quality Management District, a California special district (the “Air District”), entered into a Bike Share Program Agreement having an effective date of February 6, 2013 (the “Pilot Program Agreement”), pursuant to which Operator operated a pilot bike sharing program (the “Pilot Program”) in the cities of San Jose, Palo Alto, Mountain View, Redwood City and San Francisco (each, a “Pilot City” and collectively, the “Pilot Cities”); WHEREAS, on the date hereof, (a) the Air District and Motivate International, Inc., formerly known as Alta (“Motivate”), terminated the Pilot Program Agreement, (b) the Air District and MTC agreed to the conveyance of all of the Air District’s right, title and interest in and to the tangible and intangible property acquired or developed in connection with the Pilot Program from the Air District to MTC, and (c) MTC and Operator agreed to the conveyance of all of MTC’s right, title and interest in and to the tangible property acquired or developed in connection with the Pilot Program (the “Pilot Program Property”) from MTC to Operator ; WHEREAS, the Parties have agreed that Operator will continue to operate the Pilot Program in the Pilot Cities using the Pilot Program Property; and WHEREAS, capitalized terms not otherwise defined when they first appear in this Continuation Agreement are defined in Article XI. NOW, THEREFORE, in consideration of the foregoing clauses, which clauses are hereby made a part of this Continuation Agreement, and the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties do hereby covenant and agree as follows: ARTICLE I PURCHASE OF PILOT PROGRAM PROPERTY; SERVICES; TERM 1.1 Purchase of Pilot Program Property. On the Effective Date, Operator shall purchase the Pilot Program Property for the purchase price agreed to among Operator, MTC and 203215669.16 3 the Air District, and Operator shall remit payment of the purchase price to MTC not later than the 15th day after the Effective Date. 1.2 Services. Operator shall, during the Term (as defined in Section 1.3), operate and maintain in the Pilot Cities a bike share system that was originally established under the Pilot Program Agreement (the “System”). Operator shall (a) utilize the Sites being used as of the Effective Date from the Pilot Program as well as the Bicycles, Docks, Technical Platforms, Map Frames, Terminals and other Equipment existing as of the Effective Date from the Pilot Program, and Operator shall not be obligated to purchase any Equipment, new or otherwise, that was not Pilot Program Property; (b) subject to Events of Force Majeure, provide the specific services set forth in this Continuation Agreement; (c) provide all technical expertise and qualified personnel to operate the System safely and competently; and (d) correct defective or non-conforming services. All services shall be performed in compliance with this Continuation Agreement and shall be carried out in strict compliance with all applicable federal, state and local laws and regulations. 1.3 Term. This Continuation Agreement shall commence on the Effective Date and shall end (a) for Mountain View, Palo Alto and Redwood City, on June 30, 2016, and (b) for San Francisco and San Jose, upon installation of 75% of the Phase I Stations located in San Francisco and San Jose. Notwithstanding the foregoing, if MTC terminates the Program Agreement pursuant to the second to last sentence of Section 3.4.1 of the Program Agreement, then this Continuation Agreement shall terminate at the same time the Program Agreement terminates, and Sections 5.1D, 5.5 and 5.6 shall apply. The bike share program to be implemented under the Program Agreement is referred to as the “BABS Program.” ARTICLE II REVENUES; USER FEES; AND OPERATING EXPENSES 2.1 Revenues. Operator shall be entitled to collect and retain all System Operating Revenues. 2.2 User Fees. From the Effective Date to June 30, 2016, user fees shall be consistent with the fee schedule set forth in Attachment A-2. After June 30, 2016, Operator shall have the right to institute the fee schedule set forth in Attachment A-3. 2.3 Operating Expenses. 2.3.1 San Francisco and San Jose. Subject to Section 2.3.3, Operator shall be responsible for paying the expenses of operating and maintaining the System in San Francisco and San Jose. 2.3.2 Mountain View, Palo Alto and Redwood City. Subject to Section 2.3.3, from the Effective Date through December 31, 2015, Operator shall be responsible for paying the expenses of operating and maintaining the System in Mountain View, Palo Alto and Redwood City. From January 1, 2016 to the end of the Term, MTC shall pay to Operator $100 per Dock per month for Mountain View, Palo Alto and Redwood City to cover Operating Expenses in those cities. 203215669.16 4 2.3.3 MTC Payment. Subject to the last sentence of this paragraph, MTC shall cover 50% of Operator’s (and Motivate’s) Operating Losses for the period commencing August 29, 2015 and ending on the earlier of the Effective Date and December 31, 2015 (the “Covered Period”). Within 30 days after the end of the Covered Period, Operator shall send MTC a statement setting forth Operator’s (or Motivate’s) Operating Losses, if any, for the Covered Period accompanied by reasonable back-up. Notwithstanding the existence of Operator’s (or Motivate’s) Operating Losses for any particular month, MTC’s obligation under this Section 2.3.3. shall apply only to Operator’s (and Motivate’s) cumulative Operating Losses over the entire Covered Period. MTC shall pay Operator for any such cumulative Operating Losses within 30 days following Operator’s submission of its statement for the Covered Period. MTC’s payment obligation under this paragraph is capped at $100,000. 2.4 Taxes, Dues, and Fees. Operator shall pay all applicable federal, state, and local taxes assessed against, arising out of, and collected from the service operation, including sales, use, license, and/or privilege taxes. Operator shall at all times maintain records evidencing revenue and the taxes collected as are required to substantiate the correctness of the tax returns filed. 2.5 No Tax Exemption. No provision of this Continuation Agreement shall be construed to provide Operator or any of its subcontractors with an exemption, exclusion, deferral, offset or other relief from any assessment, tax, levy, or penalty which is now or which may be hereafter authorized by law. 2.6 Covenant Against Contingent Fees. Operator warrants that it has not employed or retained any company or person, other than a bona fide employee working for Operator, to solicit or secure this Continuation Agreement and that it has not paid or agreed to pay any company or person other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration, contingent upon or resulting from the award, or formation of this Continuation Agreement. For breach or violation of this warranty, MTC shall have the right to annul this Continuation Agreement without liability, or, at its discretion, to deduct from the agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage, brokerage fee, gift, or contingent fee. 2.7 Liquidated Damages. Subject to Events of Force Majeure, the failure of Operator to achieve the service levels described in Section 3 of Attachment A-1 will result in liquidated damages but only if such failure relates to a service level described in such Section 3 for which there is a corresponding “Key Performance Indicator” in Appendix A of the Program Agreement. Operator will have no liability for a failure to achieve a service level described in such Section 3 for which there is no corresponding “Key Performance Indicator” in Appendix A of the Program Agreement. Liquidated damages will be assessed at half of the rate set forth in Appendix A of the Program Agreement. MTC shall notify Operator on a monthly basis of any such failures and the corresponding liquidated damages, but payment of such liquidated damages shall not be due until the completion of Phase I. 203215669.16 5 ARTICLE III EMPLOYEE AND EMPLOYMENT MATTERS 3.1 Project Manager. Each Party shall appoint a project manager to act, except as otherwise specified in this Continuation Agreement, as the primary contact person for purposes of this Continuation Agreement. The provision by Operator of services to operate and maintain the System is subject at all times to inspection and review by MTC Project Manager. 3.2 Fairness Policy. No employee of MTC shall be admitted to any share or part of this Continuation Agreement or to any benefit that may arise therefrom that is not available to the general public. 3.3 Employment Discrimination by Operator Prohibited. During the performance of this Continuation Agreement, Operator agrees as follows: A. Operator shall not discriminate against any employee or applicant for employment because of race, religion, color, sex, national origin, age, disability or any other basis prohibited by state law related to discrimination in employment except where there is a bona fide occupational qualification reasonably necessary to the normal operation of Operator. Operator agrees to post in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions of this nondiscrimination clause. B. Operator, in all solicitations or advertisements for employees placed by or on behalf of Operator, will state that Operator is an Equal Opportunity Employer. C. Notices, advertisements, and solicitations placed in accordance with federal law, rule, or regulation shall be deemed sufficient for the purpose of meeting the requirements of this Section 3.3. D. Operator will comply with the provisions of the Americans with Disabilities Act of 1990 which prohibits discrimination against individuals with disabilities in employment and mandates their full participation in both publicly and privately provided services and activities. E. Operator shall not discriminate against any customer, prospective customer, employee or prospective employee because of race, color, sex, age, religion, or country of origin. 3.4 General Compliance with Laws and Wage Rates. Operator will comply with all federal, state, and local laws and ordinances applicable to the provision of services to operate and maintain the System. This includes compliance with prevailing wage rates and their payment in accordance with California Labor Code section 1775, to the extent applicable. 3.5 Supervision by Operator. Operator shall at all times require strict discipline and good order among Operator’s employees and all subcontractors providing any of the services required hereunder. Operator shall not permit, and shall require all subcontractors not to permit, 203215669.16 6 any employee or other person to provide any service required hereunder unless such employee or other person has demonstrated proficiency in the type of work which such employee or other person is assigned to perform. 3.6 Non-Discrimination. During the performance of this Continuation Agreement, Operator and its subcontractors shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave. Operator and subcontractors shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Operator and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Continuation Agreement by reference and made a part hereof as if set forth in full. Operator and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. 3.7 Subcontractors Restrictions. Operator shall only enter into subcontracts with subcontractors that have clearly demonstrated proficiency in the tasks which are the subject of such subcontracts. Operator is prohibited from hiring or subcontracting with any individuals that participated in the selection of Operator or the development of this Continuation Agreement for a period of 24 months from the date of execution of this Continuation Agreement. ARTICLE IV OWNERSHIP AND PROPRIETARY RIGHTS 4.1 Rights, Authorizations, Licenses, Permits, and Other Permissions. Except as explicitly set forth in Attachment A-1, Operator shall, at its sole cost and expense, obtain all rights, authorizations, licenses, permits, and other permissions, from all federal, state, and local governments, and other entities or persons, necessary for Operator to provide the services required under this Continuation Agreement. MTC’s execution of this Continuation Agreement shall neither constitute nor be deemed to be governmental approval of, or consent to, any rights, authorizations, licenses, permits, and permissions required or needed to be obtained by Operator. 4.2 Use of Seals, Logos, Servicemarks, Trademarks, and Copyrighted Material. Operator shall not use, display, or reproduce the seal, logo, servicemark, trademark, or copyrighted material of the Air District, MTC or any Pilot City without the prior express written authorization of the Air District, MTC or any Pilot City, as applicable. 4.3 Third Party Intellectual Property. Operator covenants to save, defend, hold harmless, and indemnify MTC and the Pilot Cities, and all of their officers, officials, departments, agencies, agents, and employees from and against any and all claims, losses, damages, injuries, fines, penalties, costs (including court costs and attorney's fees), charges, liability, or exposure, however caused, for or on account of any trademark, copyright, patented or 203215669.16 7 unpatented invention, process, or article manufactured, supplied, or used in the performance of this Continuation Agreement, including its use by MTC or any Pilot City. ARTICLE V TERMINATION 5.1 Termination. A. Right of MTC to Terminate. MTC shall have the right to terminate this Continuation Agreement if Operator fails to provide the services required hereunder satisfactorily or if Operator breaches any term, condition, or covenants of any of this Continuation Agreement. B. Failure or Breach. If Operator fails to provide the services required hereunder satisfactorily or if Operator breaches any term, condition, or covenants of any of this Continuation Agreement, then MTC will give Operator written notice of such failure or breach and 30 days to cure such failure or breach. If Operator fails to cure such failure or breach by the expiration of such 30-day period, then MTC shall have the right to give Operator a written notice of termination, including the date when the termination shall be effective (the “Termination Effective Date”). C. Operator’s Contest. If Operator in good faith contests any such failure or breach, then such termination shall be suspended pending the outcome of such contest. D. Termination of Program Agreement. If the Program Agreement terminates for any reason prior to completion of Phase I under the Program Agreement, then this Continuation Agreement shall terminate concurrently, and Sections 5.5 and 5.6 shall apply. 5.2 Stop Work. Unless otherwise directed in writing by MTC, Operator shall stop providing services as of the Termination Effective Date, terminate all vendors and subcontractors effective as of the Termination Effective Date, and settle all outstanding liabilities and claims. 5.3 Compensation. Operator will be entitled to receive compensation as provided in Article II to the Termination Effective Date. 5.4 Sole Remedies. Notwithstanding anything to the contrary herein, other than liquidated damages under Section 2.7, the sole remedy of MTC and the Pilot Cities against Operator for breach of this Continuation Agreement, excluding a breach of Article VIII, or for failure to provide the services satisfactorily, is to terminate this Continuation Agreement in accordance with Article VII. Except for liquidated damages under Section 2.7, in no event shall Operator be liable for damages of any kind for breach of this Continuation Agreement, other than a breach Article VIII, or for failure to provide the services satisfactorily. 5.5 Transition. Upon termination of this Continuation Agreement pursuant to Section 5.1D, Operator shall comply with the following close-out procedures: 203215669.16 8 5.5.1 Turning over to MTC or its designees copies of all books, records, documents and materials specifically relating to this Continuation Agreement and reasonably requested by MTC; 5.5.2 Submitting to MTC, within 120 days, a final statement and report relating to this Continuation Agreement that has been reviewed by a certified public accountant or a licensed public accountant; 5.5.3 Providing reasonable assistance to MTC during the transition; and 5.5.4 Continuing to operate the System in accordance with the terms of this Continuation Agreement and to effect an efficient and orderly transition of responsibility with respect to the operation of the System until the earlier of (i) 180 days after such termination and (ii) the selection of a replacement operator for the System and such replacement operator commencing operation of the System (such earlier date being the “Transition Termination Date”); provided, however, that MTC shall cover 100% of Operator’s Operating Losses for the period commencing upon termination of this Continuation Agreement and ending on the Transition Termination Date (such period being the “Transition Period”), subject to an aggregate cap for the Transition Period equal to the product of (X) the number of months of the Transition Period, (Y) $20 for each Dock, and (Z) the number of Docks. Within 30 days after the end of each month during the Transition Period, Operator shall send MTC a statement setting forth Operator’s Operating Losses, if any, for the preceding month accompanied by reasonable back-up. MTC shall pay Operator for any such monthly Operating Losses within 30 days following Operator’s submission of its statement for such month, subject to a cap calculated on a monthly basis equal to $20 for each Dock. Within 60 days following the end of the Transition Period, the Parties shall reconcile Operator’s cumulative Operating Losses for the entire Transition Period with Operator’s monthly, non-cumulative Operating Losses for the entire Transition Period, and shall also reconcile the aforementioned aggregate cap applied to the cumulative Operating Losses for the entire Transition Period with the aforementioned monthly cap applied to the monthly Operating Losses for the entire Transition Period. If the payment for Operating Losses received by Operator from MTC on a monthly basis exceeds the payment for Operating Losses to which Operator is entitled from MTC on an aggregate basis, then Operator shall reimburse MTC for the difference between the two calculations within 30 days following such calculation; and if the payment for Operating Losses received by Operator from MTC on a monthly basis is less than the payment for Operating Losses to which Operator is entitled from MTC on an aggregate basis, then MTC shall pay Operator the difference between the two calculations within 30 days following such calculation. 5.6 Disposition of the Equipment. Upon termination of this Continuation Agreement pursuant to Section 5.1D, MTC shall have the option to: 5.6.1 require Operator to remove all Equipment at its sole cost and expense; 5.6.2 subject to satisfaction of the Equipment Assignment Conditions, require Operator to assign to MTC (or a third-party operator designated by MTC) the Equipment, in which event Operator shall reasonably cooperate with MTC (or such designee) to obtain the legal right to use the Backend Software and Computer Hardware either through an assignment of 203215669.16 9 Operator’s license with the vendor thereof to MTC (or such designee) or by MTC (or such designee) entering a license agreement for Backend Software and Computer Hardware with such vendor; or 5.6.3 subject to satisfaction of the Equipment Assignment Conditions, take over operation of the System, and in connection therewith require Operator to assign to MTC the Equipment, in which event Operator shall reasonably cooperate with MTC to obtain the legal right to use the Backend Software and Computer Hardware either through an assignment of Operator’s license with the vendor thereof to MTC or by MTC entering a license agreement for Backend Software and Computer Hardware with such vendor. ARTICLE VI DISPUTE RESOLUTION 6.1 In the event of a dispute between the Parties, such dispute shall be addressed and resolved in accordance with the following (the “Dispute Resolution Process”): 6.1.1 The MTC Project Manager assigned to the System and Operator’s General Manager of the System, or their respective delegates, shall meet, within 10 days after receipt by one Party of notification from the other Party of such dispute, to negotiate in good faith in order to try to resolve such dispute (the date of the first such meeting, or the expiration of such 10-day period if the meeting is not timely held, being the “Initial Meeting Date”). If such persons fail to resolve such dispute within 15 days after the Initial Meeting Date, then the Executive Director of MTC and the President of Bikeshare Holdings shall meet promptly and negotiate in good faith in order to resolve such dispute. If such persons fail to resolve such dispute within 30 business days after the Initial Meeting Date, then such dispute shall be subject to mediation. A meeting may be held in person, by conference call or by video conference. By agreement of the Parties, any of the deadlines set forth in this section may be extended or shortened. The process described in this section shall be confidential and treated as a compromise negotiation for purposes of federal and state rules of evidence. 6.1.2 Unless the Parties otherwise agree, mediation shall be administered by the American Arbitration Association (the “AAA”) in accordance with its Commercial Rules, or similar service. A request for mediation shall be made in writing, delivered to the other Party and filed with the applicable mediation service. Either Party may submit such request. The Parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in San Francisco. The Parties shall be represented by individuals of their choosing. Agreements reached in mediation shall be binding on the Parties and enforceable in a State or Federal Court of competent jurisdiction sitting in San Francisco County. The mediation process shall be confidential and treated as a compromise negotiation for purposes of federal and state rules of evidence. 6.1.3 The Parties shall comply with any settlement agreement regarding any dispute that is the subject of a settlement agreement. 203215669.16 10 6.1.4 If mediation fails to resolve a dispute, then the exclusive forum for resolving such dispute shall be any State or federal court sitting in San Francisco County, California. 6.1.5 As used in this Continuation Agreement, “final resolution” of a dispute or a dispute being “finally resolved” means that (a) the Parties have entered into a settlement agreement to resolve such dispute, or (b) if either Party has initiated a judicial proceeding to contest such dispute, that a final-non-appealable order of a court of competent jurisdiction has been issued for such dispute. ARTICLE VII INSURANCE 7.1 Minimum Coverages. The insurance requirements specified in this section shall cover Operator’s own liability and the liability arising out of work or services performed under this Continuation Agreement by any subconsultants, subcontractors, suppliers, temporary workers, independent contractors, leased employees, or any other persons, firms or corporations that Operator authorizes to work under this Continuation Agreement (hereinafter referred to as “Agents”). Operator shall, at its own expense, obtain and maintain in effect at all times during the life of this Continuation Agreement the following types of insurance against claims, damages and losses due to injuries to persons or damage to property or other losses that may arise in connection with the performance of work under this Continuation Agreement. 7.2 Operator shall include in every subcontract the requirement that the Agent maintain adequate insurance coverage with appropriate limits and endorsements to cover the risks associated with work to be performed by the Agent. To the extent that an Agent does not procure and maintain such insurance coverage, Operator shall be responsible for any and all costs and expenses that may be incurred in securing such coverage or in fulfilling Operator’s indemnity obligation under Article VIII as to itself or any of its Agents in the absence of such coverage. 7.3 In the event Operator or its Agents procure excess or umbrella coverage to maintain certain requirements outlined below, these policies shall also satisfy all specified endorsements and stipulations, including provisions that Operator’s or its Agent’s insurance, as the case may be, be primary without right of contribution from MTC. 7.3.1 Workers' Compensation Insurance with Statutory limits, and Employer’s Liability Insurance with a limit of not less than $1,000,000 per employee for injury by disease and $1,000,000 for injury for each accident, and any and all other coverage of Operator’s employees as may be required by applicable law. Such policy shall contain a Waiver of Subrogation in favor of MTC. Such Workers’ Compensation & Employer’s Liability may be waived, if and only for as long as Operator is a sole proprietor or a corporation with stock 100% owned by officers with no employees. 7.3.2 Commercial General Liability Insurance for Bodily Injury and Property Damage liability, covering the operations of Operator and Operator’s officers, agents, and employees and with limits of liability which shall not be less than $1,000,000 combined single 203215669.16 11 limit per occurrence with a general aggregate liability of not less than $2,000,000, and Personal & Advertising Injury liability with a limit of not less than $1,000,000. Such policy shall contain a Waiver of Subrogation in favor of MTC. MTC and its commissioners, directors, officers, representatives, agents and employees are to be named as additional insureds. In addition, the entities listed in Section 7.13 and their respective commissioners, directors, officers, representatives, agents and employees are also to be named as additional insureds. Such insurance shall be primary and contain a Separation of Insureds Clause as respects any claims, losses or liability arising directly or indirectly from Operator’s operations. 7.3.3 Business Automobile Insurance for all automobiles owned (if any), used or maintained by Operator and Operator’s officers, agents and employees, including but not limited to owned (if any), leased (if any), non-owned and hired automobiles, with limits of liability which shall not be less than $1,000,000 combined single limit per accident. 7.3.4 Umbrella Insurance in the amount of $4,000,000 providing excess limits over Employer’s Liability, Automobile Liability, and Commercial General Liability Insurance. Such umbrella coverage shall be following form to underlying coverage including all endorsements and additional insured requirements. 7.3.5 Errors and Omissions Professional Liability Insurance for errors and omissions and the resulting damages, including, but not limited to, economic loss to MTC and having minimum limits of $5,000,000 per claim. Such policy shall contain cyber risk coverages including network and internet security liability coverage, privacy liability coverage and media coverage. The policy shall provide coverage for all work performed by Operator and any work performed or conducted by any subcontractor/consultant working for or performing services on behalf of Operator. Operator may delegate the obligation to maintain Errors and Omissions Professional Liability Insurance to an Agent, but the failure of such Agent to maintain such insurance shall not relieve Operator of its obligation to maintain such insurance. 7.3.6 Property Insurance. Property Insurance covering Operator’s own business personal property and equipment to be used in performance of this Continuation Agreement, materials or property to be purchased and/or installed on behalf of MTC (if any), and builders risk for property in the course of construction (if applicable). Coverage shall be written on a "Special Form" policy that includes theft, but excludes earthquake, with limits at least equal to the replacement cost of the property. Such policy shall contain a Waiver of Subrogation in favor of MTC. 7.4 Acceptable Insurers. All policies will be issued by insurers qualified to do business in California and with a Best’s Rating of A-VIII or better. 7.5 Self-Insurance. Operator’s obligation hereunder may be satisfied in whole or in part by adequately funded self-insurance, upon evidence of financial capacity satisfactory to MTC. 7.6 Deductibles and Retentions. Operator shall be responsible for payment of any deductible or retention on Operator’s policies without right of contribution from MTC. Deductible and retention provisions shall not contain any restrictions as to how or by whom the 203215669.16 12 deductible or retention is paid. Any deductible or retention provision limiting payment to the Named Insured is unacceptable. 7.7 In the event that MTC is entitled to coverage as an additional insured under any Operator insurance policy that contains a deductible or self-insured retention, Operator shall satisfy such deductible or self-insured retention to the extent of loss covered by such policy, for any lawsuit arising from or connected with any alleged act of Operator, subconsultant, subcontractor, or any of their employees, officers or directors, even if Operator or subconsultant is not a named defendant in the lawsuit. 7.8 Claims Made Coverage. If any insurance specified above is written on a “Claims-Made” (rather than an “occurrence”) basis, then in addition to the coverage requirements above, Operator shall: 7.8.1 Ensure that the Retroactive Date is shown on the policy, and such date must be before the date of this Continuation Agreement or the beginning of any work under this Continuation Agreement; 7.8.2 Maintain and provide evidence of similar insurance for at least three (3) years following the expiration or termination of this Continuation Agreement, including the requirement of adding all additional insureds; and 7.8.3 If insurance is cancelled or non-renewed, and not replaced with another claims-made policy form with a retroactive date to Effective Date, Operator shall purchase “extended reporting” coverage for a minimum of three (3) years after the expiration or termination of this Continuation Agreement. 7.9 Failure to Maintain Insurance. All insurance specified above shall remain in force until the expiration or termination of this Continuation Agreement. Operator must notify MTC if any of the above required coverages are non-renewed or cancelled. The failure to procure or maintain required insurance and/or an adequately funded self-insurance program will constitute a material breach of this Continuation Agreement. 7.10 Certificates of Insurance. On the Effective Date, Operator shall deliver to MTC Certificates of Insurance verifying the aforementioned coverages. Such certificates shall make reference to all provisions and endorsements referred to above and shall be signed on behalf of the insurer by an authorized representative thereof. 7.11 Disclaimer. The foregoing requirements as to the types and limits of insurance coverage to be maintained by Operator are not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by Operator pursuant hereto, including, but not limited to, liability assumed pursuant to Article VIII. 7.12 Additional Insureds. The following entities are to be named as Additional Insureds under applicable sections of this Article VII and as Indemnified Parties pursuant to Article VIII of this Continuation Agreement. 7.12.1 Metropolitan Transportation Commission (MTC) 203215669.16 13 7.12.2 City of Mountain View 7.12.3 City of Palo Alto 7.12.4 City of Redwood City 7.12.5 City of San Francisco 7.12.6 City of San Jose ARTICLE VIII INDEMNIFICATION AND LIMITATION OF LIABILITY 8.1 Indemnification. Operator shall defend, indemnify and save harmless MTC, the Pilot Cities, and their respective commissioners, officers, agencies, departments, agents, and employees (collectively, “Indemnified Parties”) from and against any and all claims, demands, causes of action, proceedings or lawsuits brought by third-parties (“Claims”), and all losses, damages, liabilities, penalties, fines, forfeitures, costs and expenses arising from or incidental to any Claims (including attorneys’ fees and other costs of defense) (collectively, with Claims, “Liabilities”), resulting from, or arising out of, the operation of the System and the provision of services, including the condition of the Bicycles or other Equipment, whether such operation or services is performed or provided by Operator or by Operator’s subcontractors or any other person acting for or on behalf of Operator. 8.2 Exclusions. Notwithstanding the foregoing, the following shall be excluded from Operator’s indemnification and defense obligations contained in the preceding sentence: any Liabilities to the extent resulting from, or arising out of, (i) the gross negligence or willful misconduct of any Indemnified Party, (ii) Operator complying with the written directives or written requirements of a Pilot City, if the Operator has previously objected to such written directives or requirements in writing, with respect to (A) the location or configuration of any Station in relation to the street or sidewalk on which such Station is located or to which it adjoins or (B) a Pilot City’s Street Treatment Requirements, or (iii) the condition of any public property outside of the perimeter of a Station and not otherwise controlled by Operator. The exclusion in clause (iii) does not include the condition of the Bicycles or other Equipment. In addition, if any Claim against Operator includes claims that are covered by clause (iii) of the preceding sentence or claims contesting a Pilot City’s authority to issue a permit for a Station, then each Party shall be responsible for its own defense against such claims. 8.3 Notice. Upon receipt by any Indemnified Party of actual notice a Claim to which such Indemnified Party is entitled to indemnification in accordance with Section 8.1, such Indemnified Party shall give prompt notice of such Claim to Operator. Operator shall assume and prosecute the defense of such Claim at the sole cost and expense of Operator. Operator may settle any such Claim in its discretion so long as such settlement includes an unconditional release of the Indemnified Party. 203215669.16 14 ARTICLE IX THIRD PARTY BENEFICIARIES 9.1 Third-Party Beneficiaries Under This Continuation Agreement. Except as provided in Sections 7.13, 8.1, 8.2 and 8.3, this Continuation Agreement does not and is not intended to confer any rights or remedies upon any person or entity other than the signatories to this Continuation Agreement. ARTICLE X MISCELLANEOUS 10.1 Governing Law. This Continuation Agreement shall be governed exclusively by the internal laws of the United States and of the State of California applicable to contracts made, accepted and performed wholly within said State, without regard to application of principles of conflict of laws. Any claim, suit or action arising under or relating to this Continuation Agreement must be brought only in courts located in San Francisco, California. The Parties hereby agree that such courts shall have exclusive personal and subject matter jurisdiction over any such claim, suit or action. 10.2 Survival. All provisions of this Continuation Agreement that by their terms survive the expiration or any termination of this Continuation Agreement, together with all other provisions of this Continuation Agreement that may be reasonably construed as surviving the expiration or any termination of this Continuation Agreement, shall survive the expiration or any termination of this Continuation Agreement. 10.3 Notices. Except as otherwise provided herein, all notices, requests, demands and other communications which are required or may be given under this Continuation Agreement shall be provided in the manner set forth in this section. Notice to a Party shall be delivered to the attention of the person listed below, or to such other person or persons as may hereafter be designated by that Party in writing. Notice shall be in writing sent by e-mail, facsimile, or regular first class mail. In the case of e-mail and facsimile communications, valid notice shall be deemed to have been delivered upon sending, provided the sender obtained an electronic confirmation of delivery. E-mail and facsimile communications shall be deemed to have been received on the date of such transmission, provided such date was a business day and delivered prior to 4:00 p.m. PST. Otherwise, receipt of e-mail and facsimile communications shall be deemed to have occurred on the following business day. In the case of regular mail notice, notice shall be deemed to have been delivered on the mailing date and received five business days after the date of mailing. If to MTC: Metropolitan Transportation Commission Joseph P. Bort MetroCenter, Oakland, CA 94607-470 Attention: Executive Director Email: SHeminger@mtc.ca.gov 203215669.16 15 Attention: General Counsel: Email: AWeil@mtc.ca.gov Attention: Designated Representative Email: KMulder@mtc.ca.gov If to Operator: Bay Area Motivate, LLC 5202 Third Avenue Brooklyn, New York 11220 Attention: Jay Walder, President and CEO Email: jaywalder@motivateco.com Attention: Justine Lee, Vice President and General Counsel Email: justinelee@motivateco.com Bay Area Motivate, LLC 2200 Jerrold Avenue, Unit J San Francisco, California 94124 Attention: Emily Stapleton, General Manager and Designated Representative Email: emilystapleton@motivateco.com 10.4 Entire Agreement; Amendments and Waivers. This Continuation Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. No supplement, modification or waiver of this Continuation Agreement shall be binding unless executed in writing by the Party to be bound thereby. No waiver of the provisions of this Continuation Agreement, or any breach thereof, shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, or shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. 10.5 Counterparts; Severability. This Continuation Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The Parties may rely upon a facsimile copy or scanned copy of any Party’s signature as an original for all purposes. In the event that any one or more of the provisions contained in this Continuation Agreement or in any other instrument referred to herein, shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Continuation Agreement or any other such instrument and the remaining provisions shall remain in full force and effect. To the extent permitted by applicable law, any such provision will be restricted in applicability or reformed to the minimum extent required for such provision to be enforceable. This provision will be interpreted and enforced to give effect to the original written intent of the Parties prior to the determination of such invalidity or unenforceability. 10.6 Construction; Incorporation. The headings of the articles, sections, and paragraphs of this Continuation Agreement are inserted for convenience only and shall not be deemed to constitute part of this Continuation Agreement or to affect the construction hereof. 203215669.16 16 All sections and article references are to this Continuation Agreement, unless otherwise expressly provided. As used in this Continuation Agreement, (a) “hereof”, “hereunder”, “herein” and words of like import shall be deemed to refer to this Continuation Agreement in its entirety and not just a particular section of this Continuation Agreement, and (b) unless the context otherwise requires, words in the singular number or in the plural number shall each include the singular number or the plural number, words of the masculine gender shall include the feminine and neuter, and, when the sense so indicates, words of the neuter gender shall refer to any gender. The Parties acknowledge and agree that: (i) this Continuation Agreement is the result of negotiations between the Parties and shall not be deemed or construed as having been drafted by any one Party, (ii) each Party and its counsel have reviewed and negotiated the terms and provisions of this Continuation Agreement (including, without limitation, any exhibits and schedules attached hereto) and have contributed to its revision, (iii) the rule of construction to the effect that any ambiguities are resolved against the drafting Party shall not be employed in the interpretation of this Continuation Agreement, and (iv) the terms and provisions of this Continuation Agreement shall be construed fairly as to both Parties and not in favor of or against either Party, regardless of which Party was generally responsible for the preparation of this Continuation Agreement. 10.7 Relationship of the Parties. Operator is an independent contractor and neither Operator nor its employees shall, under any circumstances, be considered employees, servants, or agents of MTC, nor shall MTC nor its agents or employees be considered employees, servants, or agents of Operator. At no time during the Term or otherwise shall Operator, its employees, or agents, represent to any person or entity that Operator and its employees are acting on behalf of, or as an agent of, MTC or any of its employees. MTC shall not be legally responsible or liable for any negligence, intentional act, or other wrongdoing by or of Operator, its employees, servants, agents, subcontractors, suppliers, or manufacturers of goods or services provided by Operator pursuant to this Continuation Agreement. MTC will not withhold payments to Operator for any federal or state unemployment taxes, federal or state income taxes, Social Security tax, or any other amounts for benefits to Operator. MTC will not provide to Operator any insurance coverage or other benefits, including Workers' Compensation, normally provided by MTC for its employees. This Continuation Agreement does not constitute and shall not be construed as constituting a partnership or joint venture or grant of a franchise between the Parties. 10.8 Cooperation. The Parties agree to execute such further instruments and to take such further action as may reasonably be necessary or helpful to carry out the intent of this Continuation Agreement. 10.9 Failure or Delay in Performance. Operator shall not be held responsible for failure to perform the duties and responsibilities imposed by this Continuation Agreement if such failure is due to Event of Force Majeure, beyond the control of Operator, that make performance impossible or illegal, unless otherwise specified in this Continuation Agreement; provided that the Operator (in order to not be held responsible for failure to perform) shall have given MTC Project Manager written notification of such failure, event, or occurrence beyond the control of Operator not later than 48 hours after the beginning of such failure, event, or occurrence. 203215669.16 17 10.10 Representations of Operator. Operator hereby represents and warrants to MTC that: 10.10.1Operator is a limited liability company, validly existing and in good standing under the laws of the State of Delaware, and it is duly authorized to do business in the State of California; and 10.10.2Operator has all requisite power and authority to own or lease its properties and assets, to conduct its business as currently conducted and to execute, deliver and perform this Continuation Agreement and all other agreements entered into or delivered in connection with or as contemplated hereby. 10.11 Ethics in Public Contracting. This Continuation Agreement incorporates all local, state, and federal law, regulations and rules related to ethics, conflicts of interest, or bribery. Operator certifies that its offer is made without collusion or fraud and that it has not offered or received any kickbacks or inducements from any other officer, supplier, manufacturer, or subcontractor and that it has not conferred on any public employee having official responsibility for this purchase any payment, loan, subscription, advance, deposit of money, services, or anything of more than nominal value, present or promised unless consideration of substantially equal or greater value was exchanged. 10.12 Remedies. The remedies available to MTC in various sections of this Continuation Agreement shall be deemed to be in addition to, and not in limitation of, any other remedies MTC has or may have under applicable law or in equity arising out of or relating to this Continuation Agreement. 10.13 Assignment. Operator shall not assign, transfer, convey, sublet, or otherwise dispose of any award, or any or all of its rights, obligations, or interests under this Continuation Agreement, without the prior written consent of MTC, except the preceding clause shall not limit Operator’s rights to enter into subcontracts for the provision of services hereunder. 10.14 Prohibition of Expending Local, Agency, State or Federal Funds for Lobbying A. Operator certifies to the best of its knowledge and belief that: i. No state, federal or local agency appropriated funds have been paid, or will be paid by-or-on behalf of Operator to any person for influencing or attempting to influence an officer or employee of any state or federal agency; a Member of the State Legislature or United States Congress; an officer or employee of the Legislature or Congress; or any employee of a Member of the Legislature or Congress, in connection with the awarding of any state or federal contract; the making of any state or federal grant; the making of any state or federal loan; the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any state or federal contract, grant, loan, or cooperative agreement. 203215669.16 18 ii. If any funds other than federal appropriated funds have been paid, or will be paid to any person for influencing or attempting to influence an officer or employee of any federal agency; a Member of Congress; an officer or employee of Congress, or an employee of a Member of Congress; in connection with this Continuation agreement; Operator shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions. B. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, US. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. C. Operator also agrees by signing this Continuation Agreement that it shall require that the language of this certification be included in all lower-tier subcontracts, which exceed $100,000, and that all such sub recipients shall certify and disclose accordingly. ARTICLE XI DEFINITIONS 11.1 Defined Terms. As used herein, the terms below shall have the following meanings. Any of such terms, unless the context otherwise requires, may be used in the singular or plural, depending upon the reference. “Backend Software and Computer Hardware” shall mean an electronic interface enabling, among other things, Stations, Bicycles, subscriber customer service, cellular service, Customer Keys, the website, and call center to function. “Bicycle” shall mean a device propelled solely by human power, upon which a person may ride either on or astride a regular seat attached thereto, having two or more wheels in tandem. “Crash” shall mean every reported incident or event involving a subscriber, Bicycle user, Bicycle, and/or Station resulting in personal injury to the subscriber or others, or property damage to the Equipment, or to the property of others. “Customer Key” shall mean a fare card or fob for rental of Bicycles. “Dock” or “Docking Point” shall mean a locking mechanism contained on a Station designed to receive a Bicycle for locked storage. “Equipment” shall mean all physical components provided by, or used by, Operator so that the System is available for use by the public, including, without limitation Bicycles, Docks, Technical Platforms, Map Frames, Terminals, cables, Station batteries, maintenance trailer, truck, electric bicycle, Customer Keys, trailer, and Bicycle and Station spare parts. 203215669.16 19 “Equipment Assignment Conditions” shall mean the following: (a) Operator and the purchaser of the Equipment have agreed on the purchase price for the Equipment, which shall be based on the fair market value of the Equipment as an installed system at the time of the purchase, and (b) such purchaser has paid Operator the agreed upon purchase price for the Equipment. “Event of Force Majeure” shall mean a delay, suspension or interruption due to strike; war or act of war (whether an actual declaration of war is made or not); terrorism; insurrection; riot; injunction; fire, flood or similar act of providence; or other similar causes or events to the extent that such causes or events are beyond the control of the Party claiming an Event of Force Majeure, provided in each case that such Party has taken and continues to take all reasonable actions to avoid or mitigate such delay, suspension or interruption and provided that such Party notifies the other Party to this Continuation Agreement in writing of the occurrence of such delay, suspension or interruption within five (5) business days, or if not reasonably practicable, as soon thereafter as reasonably practicable, of the date upon which the Party claiming an Event of Force Majeure learns or should have learned of its occurrence. A delay in a decision by a government entity, the approval of which is a condition to an occurrence, shall not constitute an “Event of Force Majeure” unless such delay is beyond the normal period in which such entity generally acts with respect to the type of decision being sought and only if the Party claiming Event of Force Majeure has taken and continues to take all reasonable steps to pursue such decision. In no event will a government entity’s final decision relating to Operator, this Continuation Agreement or the System, whether positive or negative, once made constitute an Event of Force Majeure (the term “final decision” in this sentence shall refer to a decision with respect to which all available appeals have been exhausted or the time period for filing such appeals has expired). The financial incapacity of Operator shall not constitute an Event of Force Majeure. “Fleet” shall mean 100% of the number of Bicycles obtained by Operator from MTC on the Effective Date minus the number of stolen (or otherwise unreturned) and unrepairable Bicycles. “Functional Bicycle” shall mean the condition of a Bicycle, consistent with the technical specifications of the Bicycles to be provided under this Continuation Agreement, to be ridden by an ordinary subscriber using such Bicycle under normal conditions. A Functional Bicycle does not refer to comfort, speed, quality of the riding experience, or minor issues with the Bicycle that does not impede the ability to be ridden. “Functional Station” shall mean a Docking Station, consistent with the technical specifications of the Docking Stations under the Pilot Program, to be used by an ordinary subscriber using such Docking Station under normal conditions. A Functioning Station does not refer to inconvenience or inability of a subscriber to follow directions, provided such directions are provided in a form understandable by an ordinary subscriber. A Functional Station shall have at least one Docking Point containing a Functional Bicycle, at least one empty Docking Point, and all other elements in working condition to be considered a Functional Station. “Hacking” shall mean unauthorized and intentional access to the Computer Hardware for the System and/or Software. 203215669.16 20 “Map Frame” shall mean a two-sided metal informational display unit, including translucent covering and lock. “MTC Project Manager” shall mean an individual appointed by MTC to act as the project officer. “Notification” shall mean all information provided by MTC, a Pilot City or the general public to Operator about a specific defect or problem concerning the System, Equipment or operations of the System by written document, email to Operator’s public information email address for the System, or telephone call to Operator’s call center for the System. “Operable Station” shall mean a Station at which at least 90 percent of all installed Docks are Operable Docks from which an annual member can check out and return a Bicycle. “Operating Expenses” shall mean, with respect to Operator (or Motivate) for any period, the costs expended by Operator (or Motivate) to operate and maintain the System and to provide the specific services set forth in this Continuation Agreement, including, without limitation, personnel costs, software license fees, insurance costs, costs of maintaining service vehicles, costs of leasing and maintaining facilities used for the System. “Operating Losses” shall mean, with respect to Operator (or Motivate) for any period, the amount, if any, by which Operating Expenses for such period exceed System Operating Revenues for such period. “Party” means either MTC or Operator, as the context requires; “Parties” means MTC and Operator. “Service” shall mean the use of the Equipment by the public at large after the Effective Date. “Site” shall mean a designated area on publicly or privately owned real property, which area contains one or more of each of the following items made available by Operator for the System: Bicycles, Docks, Terminal, Technical Platforms, and Map Frame. “Station” shall a designated area of docking Bicycles at which Docks, Terminal, Technical Platforms, and Map Frame are located. “System Operating Revenues” shall mean all funds derived from ridership use of the System, including subscription fees and usage fees. “Technical Platform” shall mean a base component that rests on the ground and supports the Docks, Terminal, and Map Frame. “Terminal” shall mean a kiosk that provides Bicycle rental instructions, contains payment equipment (i.e. credit card device), and includes all other means necessary for the rental of Bicycles. 203215669.16 21 “Trip” shall mean the use of a Bicycle from one Station to another Station or back to the initial Station. [THE REMAINDER OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY.] 203215669.16 A-1-1 Attachment A-1, Description of Services 1. Description of Services Operator shall operate the bike-sharing system in the Pilot Cities that was installed and in place at the termination of the Pilot Program Agreement using the same Sites, Bicycles, Docking Stations, Terminals, Docking Points, Technical Platforms, Customer Keys, Back-end Software and Computer Hardware and other Equipment that was used for the Pilot Program. Operator guarantees the following minimum equipment numbers in Mountain View, Palo Alto, and Redwood City: Mountain View: 7 Stations; 117 Docks; 59 Bicycles Palo Alto: 5 Stations, 75 Docks, 37 Bicycles; Redwood City: 7 Stations; 117 Docks; 59 Bicycles; San Francisco: 35 Stations; 665 Docks; 300 Bicycles; San Jose: 16 Stations; 264 Docks; 110 Bicycles Operator’s responsibilities include: (1) Handle ongoing Equipment maintenance and rebalancing; (2) Manage intellectual property issues related to a program sponsor such as brands and trademarks; (3) Manage all ongoing customer service issues associated with the System (unless otherwise instructed); and (4) Conduct bicycle safety trainings and encourage the use of bicycle helmets. 2. Subscriber Information/Relations. 2.1 Subscriber and Usage Fees. User fees shall be consistent with Attachment A-2, subject to application of Attachment A-3 as provided in Section 2.2 of this Continuation Agreement. 2.2 Age Requirement for Program Subscribers. Subscriptions shall only be issued to individuals 18 years of age and older. 2.3 Subscriber Privacy. Operator shall, at all times, protect the privacy rights of all subscribers. Operator shall strictly comply with all applicable federal, state, and local laws, 203215669.16 A-1-2 ordinances, and regulations concerning the privacy of all subscriber information obtained by Operator in the course of providing services under this Continuation Agreement. 2.4 Subscriber Agreement. Operator shall use the same form of Subscriber Agreement that was used for the Pilot Program with such changes thereto as Operator considers appropriate. Any material changes to the Pilot Program form shall be subject to the review and approval of MTC. The Subscriber Agreement shall address, at a minimum, the following: (1) The rates, fees, and deposits (if any). (2) Confidentiality of personal and financial data and information. (3) Subscriber’s agreement to return the Bicycle in the same condition as it was when rented. (4) Subscriber’s agreement to immediately report to the call center any Crash, as defined in this Continuation Agreement to include any incident or event resulting in personal injury to the subscriber or others or in property damage to the Equipment or to the property of others and agreement to follow any instructions from the call center regarding reporting a Crash to police. (5) Subscriber’s agreement to immediately report to the call center a lost or stolen Bicycle or a lost or stolen Customer Key. (6) Subscriber’s responsibility and liability for any consequences of any kind or nature whatsoever related to a stolen or lost Bicycle or Customer Key. (7) Prohibited uses including, without limitation, no more than one person on a Bicycle at one time. (8) Subscriber’s acknowledgement of and acceptance of responsibility and risk. (9) Prohibition against any person other than the subscriber operating any Bicycle rented from Operator and prohibition against transfer of a Customer Key to anyone in any manner whatsoever. (10) A representation by each subscriber that s/he is physically able to ride a Bicycle without risk to health, knowledgeable about the operation of a Bicycle, and knowledgeable about the laws pertaining to Bicycles operated within the jurisdictions where the Bicycles are to be used. (11) Age limits. (12) Subscriber’s indemnification of MTC and the Pilot Cities, its elected and appointed officers, officials, employees, and agents. (13) Prohibition against use of Bicycle while under the influence of alcohol, drugs, any controlled substance, or any medication that would impair the Bicycle operator’s ability to safely operate the Bicycle. (14) Instructions regarding proper use of Bicycle luggage carrier as to type of contents, weight, or visual obstruction. (15) Prohibition against Bicycle use for any illegal purpose. 2.5 Loss Fees. Operator shall deem a Bicycle as “lost or stolen” if not returned to a Site within 24 hours of being signed out, and charge the subscriber whose account is associated with that sign-out the amount of the “Loss Fee” set forth in Attachment A-2, subject to application of Attachment A-3 as provided in Section 2.2 of this Continuation Agreement, which covers the replacement value of the Bicycle, along with shipping fees and expenses and service charges for placing a new Bicycle into the operational Fleet. Credit accounts will be charged the Loss Fee at the time a loss is determined. Operator shall include all such circumstances in its 203215669.16 A-1-3 monthly report to MTC. Notwithstanding the foregoing, Operator shall waive such fees for stolen Bicycles or Bicycles that are damaged in connection with a crime against the rider or in a collision with a motor vehicle, so long as an appropriate police report is filed for the incident. 2.6 Helmets. Operator shall provide information on the System website and in the subscription agreement about the importance of wearing helmets for safety reasons. Operator will make reasonable best efforts to provide users with information that directs them to nearby bike shops and other locations where subscribers may purchase a helmet and shall display on the System website where discounts are available and at Terminals. 2.7 Subscriber Communications. Upon request from MTC, Operator will send biking related information announcements via electronic mail to all subscribers who do not “opt out’ of receiving such emails. 3. Operations 3.1 Continuous Operation and Management. The System shall commence operating on the Effective Date and shall remain in operation 24 hours per day, 365 days per year. 3.2 Inspection and Maintenance. (1) Operator shall, at all times, follow and strictly comply with the manufacturer’s requirements, warranties, and recommendations for assembly, maintenance, storage and repair of all Equipment. Operator shall not be obligated to purchase any replacement Equipment. (2) Operator shall perform a maintenance check for each Bicycle once every two calendar months consisting of the following checks, with deficient elements repaired or replaced as necessary: Check tire pressure, and add air as may be needed, to recommended Pounds per Square Inch measurement; Check tightness of handlebars, headset bearings, and full handlebar range of motion (left to right); Check tightness of seat, seat post quick-release, and see that seat post moves freely in full range of motion (up and down); Check brake function (front and rear); Check grips for wear and brake levers for tightness and damage; Check bell for tightness and correct function; Check handlebar covers for damage and instruction stickers; Check front basket for tightness and damage, and check bungee cord for wear; Check for correct gears and shifter function through all 5 gears; Check fenders (front and rear) for damage, and clean outside of fenders; Check tires (front and rear) for damage or wear; Check wheels (front and rear) for trueness, broken or bent spokes and hub or axle tightness; Check LED lights (front and rear) for function; 203215669.16 A-1-4 Check reflectors on wheels, seat and basket, to ensure they are present, clean, and undamaged; Check pedals and cranks for tightness; Lubricate and clean chain and check chain tensioner for correct function; Check kickstand for correct function; and Take brief test ride to ensure overall correct function of Bicycle. (3) Operator shall clean each Station two times per month-- one time between the first and fifteenth days of the month, and one time between the sixteenth and last days of the month. Station cleaning shall consist of, at a minimum, litter removal and, as needed, power washing of Docks, Terminal Platforms and pavement. (4) (a) Except as required by clause (b) below, Operator shall remove conspicuous graffiti within 72 hours after Notification; and(b) Operator shall remove racist and hate graffiti within 4 hours after Notification. (5) Operator shall remove conspicuous accumulations of litter from Stations within 24 hours after Notification. (6) The System must be operational 100% of the time every month (i.e., every hour of every day, 24 hours per day, 7 days per week, measured monthly), so that, at a minimum, all System users can dock and undock Bicycles at all times, excluding (i) scheduled downtime, and (ii) any period when the Computer Hardware for the System and/or Software is, and remains, damaged through Hacking. System functionality does not apply to hardware malfunctions at individual Stations or to individual Stations that are not Operable Stations. (7) Stations, in the aggregate, must be Operable Stations 99% of the time every month (i.e., every hour of every day, 24 hours per day, 7 days per week, measured monthly), excluding (i) during scheduled downtime, and (ii) any period when a Station is not an Operable Station because the Terminal or other Equipment located at the Station has been damaged by third-parties. Calculated by taking the sum of the number of hours that each Station was Operable Station during a month, dividing that sum by the product of the total number of hours in the month and the number of Stations that month. Station Operability does not apply during any period in which the entire System is down. (8) The System website must be operational 100% of the time every year (i.e., every hour of every day, 24 hours per day, 7 days per week, measured annually) excluding (i) scheduled downtime, and (ii) any period when the Computer Hardware for the System and/or Software is, and remains, damaged through Hacking. In any circumstances where Operator is required to perform cleaning services under this Continuation Agreement, Operator shall use the most environmentally friendly cleaning solutions and chemicals available for these purposes. 3.3 Availability of Bicycles. Operator shall ensure that at least 90% of bicycles in the Fleet are operational, on-the-street and available for public use. The number of available bicycles will be recorded once each Day of the month between the hours of 11:00 AM and 3:00 PM. 203215669.16 A-1-5 3.4 Distribution of Bicycles. Operator shall re-distribute Bicycles among Sites and place the Bicycles in operable Docks throughout the day from 6 am to 10 pm during each day of operation. Such distribution shall be critically timed to increase the probability that each Site, at all times, contains a sufficient number of empty Docks for Bicycles to be returned and occupied Docks containing Bicycles available for subscribers. All Bicycles placed in operational Docks shall be in acceptable operating condition. Operator shall ensure that, during any day, no Site has all empty Docks or all full Docks for more than three hours between the hours of 6 am and 10 pm. If during any month the average usage of a Site is greater than 2.5 Trips per day per Dock or less than 0.75 Trips per day per Dock, then this service level does not apply for such Site for such month. 3.5 Operator’s Call Center. Operator shall provide to MTC, all subscribers, and the public at large, a toll-free telephone number for Operator’s call center. The call center shall be in continuous operation 24 hours per day, 7 days per week, and 365 days per year. Not less than 80% of telephone calls to Operator’s call center each month must be answered by a person within 90 seconds or less. Operator shall conspicuously post a notice on each Station advising the general public that they may direct their complaints and comments to Operator’s call center. Operator shall ensure that the call center can handle calls in English, Spanish, Mandarin and Cantonese, using operators fluent in those languages. The operators at the call center shall be fully competent and knowledgeable to answer questions and provide information concerning, among other things, subscription process, subscription prices, billing, Crashes, comments, complaints, malfunction problems, location of Sites, directions to nearest Site that has Bicycles available for use and/or available Docks for returns, directions to helmet sales location(s), and instructions on how to fit a helmet. The call center manager shall be knowledgeable about all service areas. The call center operators shall keep accurate and complete written records of each such call in a Customer Service Log as hereinafter required, including the primary reason for each call and the status of the call (e.g., “no further action”, “requires reimbursement”). 3.6 Email Response Time. Not less than 95% of emails to Operator’s public information email address must be answered within 1 business day. 3.7 Comments and Complaints. Operator shall establish and maintain during the Term prompt and efficient procedures for handling complaints from the public for which Operator receives a Notification. Such procedures shall be consistent with all applicable laws, rules and regulations and the provisions of this Section. Such procedures shall be set forth in writing and copies thereof shall be maintained at Operator’s office and shall be available to the public and the Pilot Cities upon request. 3.8 System Website. Operator shall create and maintain a System website the content of which shall address, at a minimum, the following: (1) Eligibility requirements; (2) Subscription information and rate, schedules; (3) Payment information and subscription processing; (4) Method for subscribers to log in, update required information, and track individual usage data compiled by the system; 203215669.16 A-1-6 (5) Subscriber Agreement and acceptance of terms; (6) Map with the entire regional network of Sites and real-time availability of Bicycles at each Site, both for a standard computer screen and mobile phone; (7) Frequently Asked Questions; (8) Safety requirements and information (including notification in the event of malfunction or Crash); (9) Encouragement of helmet use for subscribers and a listing of nearby locations where users may purchase or lease helmets; (10) Merchandise page; (11) Permitted links to other Bay Area based bike programs and events; (12) A listing of nearby bike rental shops, locations and contract information; (13) Safety video (supplied by the Air District or others) addressing safe use of bicycles, helmets, and California Vehicle Code and local laws pertaining to bicycle riders; and (14) A webpage that contains links to MTC- approved information (i.e. links to partner websites and notices). Operator, at all times, shall keep the website information updated, current, and accurate on a regular basis. 3.9 Operator Staffing Levels. Operator, at all times, shall provide sufficient staff to efficiently and promptly provide the services set forth in this Continuation Agreement. 3.10 Personnel and Staffing Requirements. Operator shall deliver to MTC copies of all written personnel policies that, at a minimum, address employee conduct and qualifications. 3.11 Relocation, Resizing, and/or Reconfiguration of Stations. (1) By Operator. In the event that Operator wishes to remove, relocate, resize, and/or reconfigure any Station, other than those Stations whose locations are fixed pursuant to the terms of a grant or sponsorship agreement, due to under- utilization or lack of profitability, it must notify MTC in writing, providing sufficient detail and description of the proposed relocation site and reasons therefore, prior to removal. Assuming that MTC does not disapprove the request within ten business days, Operator may remove, relocate, resize, and/or reconfigure the Station consistent with Operator’s notice of same to MTC and subject to local review and permitting requirements. (2) By MTC. MTC shall provide Operator with 48 hours advance notice of any relocation or reconfiguration of Stations to accommodate construction, special events, or other reasons. The fee payable by MTC (or the applicable Pilot City) to Operator for any such relocation or reconfiguration shall be determined in accordance with Attachment A-4. 3.12 Interruption of Service. (1) Intentional Interruption of Service. If, at any time, Operator intends, or is required, to temporarily interrupt all or a portion of the service, for any reason beyond Operator’s reasonable control, including, without limitation, weather, safety, or other event or circumstance where continued service 203215669.16 A-1-7 would be unsafe, unavailable, impractical, or impossible , then Operator shall contact MTC by telephone and by email at least 24 hours before the interruption of service and specifically describe the reason, proposed duration, Operator’s proposed actions to correct the cause of the interruption (if possible), minimize the interruption, and Operator’s plans to resume service. Operator promptly shall notify the subscribers of the cause and expected duration of the proposed interruption of service by posting notice on the website, via email, and Terminals (electronic message). (2) Unintentional Interruption of Service. If, at any time, a System malfunction or an event or circumstance occurs where continuous service would be unsafe or unavailable for reasons beyond Operator’s reasonable control, and this causes or will cause a temporary interruption of service, then Operator shall immediately contact MTC by telephone and by email and specifically describe the reason, estimated duration, Operator’s proposed actions to correct the cause of the interruption (if possible), efforts to minimize the interruption, and Operator’s plans to resume service. Operator promptly shall notify the subscribers of the cause and expected duration of the interruption of service by posting notice on the website, via email, and Terminals (electronic message). In the case of both Intentional and Unintentional Interruptions of Service, Operator shall be obligated to perform all necessary and appropriate acts to restart the service as soon as possible. 3.13 Safety Training: On at least a quarterly basis, Operator shall provide safety training on proper use of bicycles and applicable rules and regulations of the road to current and/or potential users in each city. 203215669.16 A-2-1 Attachment A-2, Subscriber Related Fees 1. Annual and Monthly Subscription and Usage Fees a) Annual Subscription Fee - One-time payment of $88 b) Annual and Monthly Subscription Usage Fees: i. No charge for up to 30 minute use of a Bicycle per session, ii. $4.00 for 31-60 minutes, iii. $7.00 for each additional 30 minutes A usage fee will be tracked and charged to credit accounts within one hour (or based on normal credit card operating procedures) of any occurrence of continuous usage exceeding thirty (30) minutes. c) Annual Memberships may be purchased at a discounted rate for promotional purposes and may be purchased in bulk at a discounted rate 2. Other Subscription and Usage Fees a) Short-term Subscription Fees i. Three day Subscription fee - $22, ii. One day Subscription fee - $9 b) Other Subscription Usage Fee: a. No charge for up to 30 minute use of a Bicycle per session, b. $4.00 for 31-60 minutes, c. $7.00 for each additional 30 minutes A usage fee will be charged to credit accounts at the time any continuous usage exceeding 30 minutes is determined. 3. Bicycle Loss Fee - $1,200. 4. Operator reserves the right, in its sole discretion, to increase or decrease the fees under 2(a) and 2(b) above. 203215669.16 A-3-1 Attachment A-3, New Subscriber-Related Fees 1. General. At Operator’s election, after June 30, 2016, Membership Fees and Initial Ride Periods shall be consistent with Section 2, the Membership Fee for users eligible for the affordability subscription specified in Section 3 shall be as described in said Section 3, the maximum Bicycle usage charge shall be consistent with Section 4 and the fees for damaged, lost, stolen or otherwise unreturned Bicycles shall be consistent with Section 5 initially charged by Operator shall be consistent with this Section. A “Membership Fee” is an amount that entitles the purchaser of the membership (a “member”, for the period of such purchased membership) to check out (as defined below) one or more Bicycle(s) at a time, for the length of time described below, provided that the member shall be charged a usage fee associated with the time period the Bicycle is checked out beyond the Initial Ride Period. A Bicycle is “checked out” for the period from the time it is removed from a Dock to the time it is returned to a Dock. A member may check out and return a Bicycle from or to any Dock at any Station in the System, for an unlimited number of times, at any time during the period of the member’s membership, with the usage fee applicable to each such checkout and return sequence being calculated separately (so, for example, an annual member may, within the member’s membership period, check out a Bicycle and return it within the first 30 minutes after checkout, and then subsequently check out a Bicycle and return that Bicycle with the first 30 minutes after that checkout, without incurring any usage fee for either checkout period). 2. Membership Fees, New Ridership Programs/Arrangements, and Initial Ride Periods: 2.1 Operator shall offer an annual membership (“Annual Membership”) for a fee (the “Annual Membership Fee”) in an amount not to exceed the Annual Membership Fee Cap in effect from time to time. The Annual Membership Fee Cap shall be $149 for a one- year period. The period of an Annual Membership shall run from the day the annual membership is activated until the first anniversary of the date on which the Annual Membership had been activated (but a membership purchased on February 29 shall expire on March 1 of the following year). At the end of the Term, each member can elect whether to roll his or her Annual Membership into the BABS Program. Such election can be made by contacting the call center. If a member elects not to roll into the BABS Program, then if the Annual Membership Fee has been paid in advance for a full 12 months, the prorated amount for the portion of an Annual Membership period that is beyond the Term shall be reimbursed to or credited to the credit card account of the Annual Member; 2.2 Annual Memberships may be paid in 12 equal monthly instalments at a price not greater than 120% of the Annual Membership Fee; 2.3 All memberships will include a free period of usage (the “Initial Ride Period”), which is the length of time at the beginning of each individual Trip to which additional usage fees will not be applied. For Annual Memberships and Affordability Memberships, the Initial Ride Period is 30 Minutes. Usage fees will be applied to all Trips that exceed the Initial Ride Period; and 203215669.16 A-3-2 2.4 For monthly, weekly and daily memberships, and for usage of the System by non-members, Operator will determine the applicable fees, usage fees, and periods of use for members beyond the Initial Ride Period in its sole discretion. 2.5 Nothing in the foregoing shall limit the right of Operator to offer premium memberships featuring an Initial Rider Period longer than 30 minutes for an Annual Membership Fee greater than $149. 3. Affordability Option: 3.1 Notwithstanding the permitted rate for an Annual Membership set forth in set forth in Section 2.2.1, Operator shall charge those eligible for an “affordability subscription” no more than $60 per annum (excluding sales tax) as the Annual Membership Fee, or $5.00 per month for a 12-month membership. 3.2 Persons who were entitled to affordability memberships under the Pilot Program shall be entitled to affordability memberships for the System. Members of households enrolled in the Utility Lifeline Programs (also known as California Alternative Rates for Energy (CARE)) available in the MTC Area are also eligible for affordability memberships. Within 10 days following the Effective Date, Operator shall propose, for MTC’s review and approval, procedures for verifying enrollment in CARE. In San Francisco, those who meet Muni Lifeline income requirements as determined by the City of San Francisco’s Human Services Agency are also eligible for the affordability membership. Upon mutual agreement of the Parties, eligibility may expand to include other categories of persons so long as the eligibility is determined by third parties. 3.3 Members enrolling through the affordability program shall be entitled to the same rights and privileges as all other Annual Membership holders. 3.4 The usage fees for affordability members shall not exceed the rate charged to general annual members. 4. The checkout period for the purposes of calculating usage fees shall always commence with the time a Bicycle is actually removed from a Dock, and it shall not be based on the time of insertion of a payment or identification card. 5. The maximum Bicycle usage charge initially charged with respect to any member shall be $100 per 24 hour period, not including charges for damaged, lost, stolen or otherwise unreturned Bicycles. 6. Fees for damaged, lost or otherwise unreturned Bicycles initially charged shall be (i) $1,200, if not returned, or (ii) if returned, the sum of all direct costs of the repair, including all labor and parts, as determined by Operator in its reasonable discretion, plus a 10% administrative fee; provided, however, that the fees charged to affordability members for unreturned or damaged Bicycles shall be not more than 33% of the fees set forth in the preceding clauses (i) and (ii). Notwithstanding the foregoing, Operator shall waive such fees for stolen Bicycles or Bicycles that are damaged in connection with a crime against the rider or in a collision with a motor vehicle, so long as an appropriate police report is filed for the incident. 203215669.16 A-3-3 7. Operator shall at all times post on all Stations and on Operator’s website a complete and up-to-date fee description that sets forth each and every current membership and usage fee offered by Operator, the methods of purchasing memberships and paying fees, available discounts on such fees, the applicability and terms of such discounts and, to the extent applicable, how to apply for or qualify for such discounts, and fees associated with damaged, lost, stolen or otherwise unreturned Bicycles. Operator shall furnish written copies of such material to the public upon request. 8. Operator shall accept credit card and debit card payments online and at all Stations but in the case of debit cards only those that have a Visa or Mastercard logo on them. Operator may employ such other methods of payment as it may determine. 9. All required state sales and use taxes with respect to membership and usage fees shall be collected and paid by Operator, as required by applicable law. 10. Operator shall be permitted to create System pricing discount programs, which may be targeted in connection with marketing and outreach efforts, and in connection with Sponsorship or Advertising programs, to expand or enable System use among different communities or for other lawful purposes. 11. At any time and from time to time, Operator shall have the right: 11.1 To adjust the amount of the Annual Membership Fee specified in Section 2 downwards at any time and upwards on each anniversary of the Effective Date by an amount not to exceed the Annual Membership Fee Cap then in effect; 11. 2 To adjust in its sole discretion all other fees, time periods and charges specified hereunder other than those fees, time periods and charges specified in Section 2 and Section 3; and 11.3 To adjust upward the duration of the Initial Ride Period. 203215669.16 A-4-1 ATTACHMENT A-4 FEE SCHEDULE FOR STATION DEACTIVATION, DE-INSTALLATION AND ADJUSTMENT As stated in Section 3.11(2) of Attachment A-1 of this Continuation Agreement, the following is the fee schedule for Station Deactivation, De-Installation, and Adjustments (each as defined below). (Capitalized terms used but not otherwise defined herein shall be defined as provided below.)) Section 1: For Public Works, Other Special Events and Public Safety Emergencies there is no charge to the Pilot City. In addition, for each Pilot City, there is no charge for the first 2 Discretionary Requests by the Pilot City. Section 2: For (a) Private property owners or contractors doing private construction on public or private property, (b) event producers or organizers of For Profit and Political Special Events, and (c) Discretionary Requests by a Pilot City after the first 2 Discretionary Requests by the Pilot City, the following fee schedule applies: 1. Deactivation: Station is deactivated but not removed; Bicycles are removed and cannot be returned by customers: $500/Station + $10/Dock/day of Deactivation. (Each of the foregoing amounts is subject to CPI Adjustment.) 2. De-installation and Reinstallation: Station is completely removed from the location and returned to same location: $1,000/Station + $20/Dock + $10/Dock/day of Deactivation. (Each of the foregoing amounts is subject to CPI Adjustment.) 3. Adjustment: Property owners and utilities may seek permanent or temporary changes to a Station’s size or configuration, and changes to Street Treatments and Street Markings as necessitated by such, without changes to the Station location: $1,000/Station + $20/Dock that is adjusted. (Each of the foregoing amounts is subject to CPI Adjustment.) 4. Temporary Relocation Followed by Reinstallation: Property owners and utilities who need to De- install or Deactivate a Station for a period greater than 15 business days must pay for the temporary relocation of the Station during the event or construction, which allows for continuous operation of the Station, and must also pay for the reinstallation of the Station at the original location after completion of the event or construction: 203215669.16 A-4-2 $5,000/Station + $40/Dock. (Each of the foregoing amounts is subject to CPI Adjustment.) Defined Terms: “Adjustment” shall mean permanent or temporary changes to a Station’s size or configuration, and changes to Street Treatments and Street Markings as necessitated by such, without changes to the Station location. “CPI” shall mean the Consumer Price Index for the Consolidated Metropolitan Statistical Area covering San Francisco-Oakland-San Jose, as measured by the Consumer Price Index for All Urban Consumers, as published from time to time by the Bureau of Labor Statistics, U.S. Department of Labor. “CPI Adjustment” shall mean, with respect to a specific cost, that such cost is subject to annual adjustment each January 1 based on changes in the CPI from the Effective Date to the date of adjustment. “Deactivation” shall mean, at a minimum, shut-down of Terminal (or display of messaging on a Terminal screen indicating that Station is out of service) removal of all Bicycles present, installation of physical barriers on all Docks that prevent docking of Bicycles, and designation of the Station as “Out of Service” on the System website, app, and all other real-time data sources. A Deactivation event is not over until the Station has been reactivated. “De-Installation” shall mean, at a minimum, (i) the temporary or permanent full removal of the Station and its associated Street Treatments, and, (ii) the designation of the Station as “Out of Service” on, or removal of the Station from, the System website, app, and all other real-time data sources. “Discretionary Request” shall mean any De-Installation and/or Re-Installation or Station Adjustment requested by the Pilot City that is not related to Public Works, Other Special Events, or Public Safety Emergencies. “For Profit and Political Special Events” shall mean temporary events permitted by the Pilot City that (i) have entry fees for participation (e.g., road races, cycling tours); or (ii) have the purpose of selling products (e.g., street fairs, food festivals, holiday fairs, film festivals, film shoots); or (iii) have a title sponsor; or (iv) are political events. “Other Special Events” shall mean temporary events permitted by the Pilot City other than For Profit and Political Special Events (e.g., heritage or cultural parades). “Public Safety Emergency” shall mean an instance when (i) Equipment is damaged or in an unsafe state so as to cause an immediate danger to the public; or (ii) circumstances or situations 203215669.16 A-4-3 immediately surrounding Equipment create an imminent danger to the public; or (iii) the area around a Station becomes unsafe or is required by police department or other emergency responders of a Pilot City in order to respond to a natural disaster or avoid a calamity. “Public Works” shall mean all instances where a Pilot City (including a utility owned by a Pilot City) or its contractors (including any private contractors hired by a Pilot City) are undertaking construction, maintenance, repairs or other public improvements. “Street Marking(s)” shall mean thermoplastic paint markings and/or striping on the pavement for the express purpose of demarcating a Station. “Street Treatments” shall mean the three-dimensional objects used to demarcate the Station, and protect it from adjacent parking and moving traffic. Such objects may include, but are not limited to, delineators and wheel stops. PROGRAM AGREEMENT TO OPERATE BIKE SHARE IN PALO ALTO This Program Agreement to Operate Bike Share in Palo Alto (this “Agreement”) is entered into as of July 1, 2016 (the “Effective Date”), by and between Bay Area Motivate, LLC, a Delaware limited liability company (the “Operator”), and the City of Palo Alto, a California chartered municipal corporation (the “City”), having an office at 250 Hamilton Avenue, Palo Alto, California 94301. Capitalized terms used herein and not otherwise defined shall have the same meanings as set forth in the MTC Agreement (as defined below). Operator and the City are referred to herein individually as a “Party” and collectively as the “Parties.” RECITALS WHEREAS, the original operator of the Bay Area Bike Share Pilot Program, Alta Bicycle Share, Inc. was acquired in December 2014 by the owner of Bay Area Motivate, LLC; WHEREAS, the Operator and the Metropolitan Transportation Commission (“MTC”) have entered into that Bay Area Bike Share Program Agreement (“MTC Agreement”) as of December 31, 2015, attached hereto as Exhibit A, for the design, build, operation, maintenance and marketing of a network of publicly available bicycles in a pilot bike share program in the Bay Area; WHEREAS, Bay Area Bike Share includes 70 stations and 700 bicycles throughout the San Francisco Bay Area with five stations located in the City of Palo Alto; WHEREAS, simultaneously with the MTC Agreement, Operator and the MTC entered into that Agreement to Continue Pilot Bike Share Program (as amended from time to time, the “Continuation Agreement”) for the continuation of a pilot program of existing bike share operations in certain cities; WHEREAS, the Term of the Continuation Agreement as to the City of Palo Alto will be extended on or before the Effective Date to November 30, 2016; WHEREAS, the City Council of the City of Palo Alto provided direction to approve a Program Agreement with Bay Area Motivate, LLC to maintain and operate the City’s five existing bike share stations that were part of the original Bay Area Bike Share Pilot Program; and WHEREAS, the Operator and the City desire to extend the Pilot Program with respect to bike share operations in Palo Alto. NOW THEREFORE, in consideration of the premises and the mutual covenants herein contained, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: Program Agreement to Operate Bike Share in Palo Alto 2 AGREEMENT 1. Services. Operator shall operate the portion of the System currently in existence in Palo Alto (“Palo Alto System”) according to the terms and conditions of the Continuation Agreement except as otherwise stated herein, during the Term. The size of the Palo Alto System may not be increased during the Term, whether by an increase in the number of Bicycles, Docks, Kiosks, Stations or otherwise. 2. Operating Fee. From the Effective Date to the end of the Term, the City shall pay to Operator, monthly, (i) the “Cost to operate and maintain the Equipment” in the Pilot Cities, and (ii) if Operator upgrades the AD Equipment, the “Cost to upgrade AD Equipment,” each as set forth in Appendix B of the MTC Agreement, to cover Operating Expenses in Palo Alto. Amounts owed by City under this Section 2(ii) will be prorated for the month in which upgrade of the AD Equipment occurs. 3. Payments. Motivate may invoice the City on the first day of each month in advance for the Operating Fee described in Section 2 and any other fees owing and due to Motivate. City shall remit payment by check to Bay Area Motivate, LLC, 5202 Third Avenue, Brooklyn, NY 11220, Attn: Accounts Receivable or by electronic transfer, within thirty (30) days of the date of the invoice for such payment. 4. Term. This Agreement will commence on the Effective Date and remain in effect until November 30, 2016, unless earlier terminated in accordance with the terms hereof (the “Term”). Either Party may terminate the Agreement for convenience upon sixty (60) days’ written notice to the other Party. 5. Expansion Planning. The City shall be solely responsible for any plans, and their associated costs, to expand the Palo Alto System after the expiration of the Term, including the ordering and purchasing of new Equipment. For the avoidance of doubt, Operator’s obligations under this Agreement do not include placement of purchase orders for new Equipment unless otherwise agreed to by the Parties. 6. Sponsorship. The City may secure Sponsorships and place recognition thereof on one side of one Map Frame (as defined in the Continuation Agreement) at each Station in the Palo Alto System, provided that such Sponsorships may not be in the same category as the Title Sponsor. The City will have no rights to determine System naming or branding of Bicycles or any other physical assets besides one side of each Map Frame, or to share in any revenue therefrom. Such naming and branding will be determined by Operator and Title Sponsor in compliance with local advertising regulations, and are subject to change at any time. 7. Notices. Except as otherwise provided herein, all notices, requests, demands and other communications which are required or may be given under this Agreement shall be provided in the manner set forth in this section. Notice to a Party shall be delivered to the attention of the person listed below, or to such other person or persons as may hereafter be designated by that Party in writing. Notice shall be in writing sent by e-mail or regular first class mail. In the case of e-mail communications, valid notice shall be deemed to have been delivered Program Agreement to Operate Bike Share in Palo Alto 3 upon sending, provided the sender obtained an electronic confirmation of delivery. E-mail communications shall be deemed to have been received on the date of such transmission, provided such date was a business day and delivered prior to 4:00 p.m. PST. Otherwise, receipt of e-mail communications shall be deemed to have occurred on the following business day. In the case of regular mail notice, notice shall be deemed to have been delivered on the mailing date and received five business days after the date of mailing. If to City: City of Palo Alto 250 Hamilton Ave Attention: Joshuah Mello, Chief Transportation Official Email: Joshuah.Mello@CityofPaloAlto.org If to Operator: Bay Area Motivate, LLC 5202 Third Avenue Brooklyn, New York 11220 Attention: Justine Lee, Vice President and General Counsel Email: justinelee@motivateco.com Bay Area Motivate, LLC 2200 Jerrold Avenue, Unit J San Francisco, California 94124 Attention: Emily Stapleton, General Manager Email: emilystapleton@motivateco.com 8. Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. No supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the Party to be bound thereby. No waiver of the provisions of this Agreement, or any breach thereof, shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, or shall be deemed or shall constitute a waiver of any other provision hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided. 9. Assignment. Operator shall not assign, transfer, convey, sublet, or otherwise dispose of any award, or any or all of its rights, obligations, or interests under this Agreement, without the prior written consent of the City, except the preceding clause shall not limit Operator’s rights to enter into subcontracts for the provision of services hereunder. 10. Governing Law. This Agreement shall be governed in all respects, including validity, interpretation and effect, and construed in accordance with, the laws of the State of Program Agreement to Operate Bike Share in Palo Alto 4 California, irrespective of conflict of laws principles, as applicable to contracts entered into and to be performed entirely within the State of California. 11. Severability. The clauses and provisions of this Agreement are intended to be severable. If any clause or provision is declared invalid, in whole or in part, by any court, agency, commission, legislative body, or other authority of competent jurisdiction, such provision shall be deemed a separate, distinct, and independent portion, and such declaration shall not affect the validity of the remaining portions hereof, which other portions shall continue in full force and effect, but only so long as the essential terms underlying this Agreement are not undermined. 12. Counterparts. This Agreement may be executed in one or more counterparts which, when taken together, shall constitute one and the same. [Signature page follows] Signature Page to Program Agreement to Operate Bike Share in Palo Alto 5 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written above. OPERATOR: BAY AREA MOTIVATE, LLC By: Jay Walder, President & CEO CITY: CITY OF PALO ALTO By: Name: Title: Exhibit A to Program Agreement to Operate Bike Share in Palo Alto 6 Exhibit A MTC Agreement See attached. City of Palo Alto (ID # 6838) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/20/2016 City of Palo Alto Page 1 Summary Title: Concept Plan for Quarry Road and Transit Center Bicycle and Pedestrian Improvements Title: Review and Approval of Concept Plans for Quarry Road and Transit Center Bicycle and Pedestrian Improvements Consistent With the Stanford University Medical Center Development Agreement From: City Manager Lead Department: Planning and Community Environment Recommendation Staff recommends that Council approve the Concept Plans (Attachment A) for the Quarry Road Improvement & Transit Center Access Project (PL-16000), authorizing staff to proceed with final design and preparation of bid documents. Background The August 2011 Development Agreement between Stanford Hospital and Clinics, the Lucile Salter Packard Children’s Hospital at Stanford, the Board of Trustees of the Leland Stanford Junior University and the City of Palo Alto obligated the City to design and construct enhancements of various pedestrian and bicycle connections between the Palo Alto Intermodal Transit Center and the Stanford University Medical Campus (SUMC). Stanford provided funds for these projects. Specifically, the agreement called for: 1) Improvements to and within the public right of way to enhance the pedestrian and bicycle connection from the west side of El Camino Real to Welch Road, including urban design elements and way finding, wider bicycle lanes, as necessary on Quarry Road, enhanced transit nodes for bus and/or shuttle stops, and prominent bicycle facilities; and 2) Improvements to Enhance the Pedestrian and Bicycle Connection from the Palo Alto Intermodal Transit Center to the existing intersection at El Camino Real and Quarry Road, including development of an attractive, landscaped passive park/green space with a clearly marked and lighted pedestrian pathway, benches and flower borders. City of Palo Alto Page 2 The project site and vicinity lies within the City of Palo Alto and the project would primarily affect land that is owned by the City and by Stanford University. El Camino Real is a State Highway (Caltrans) facility, and would be not be affected by the project. The improvements in items 1 and 2 are being proposed to implement the required mitigation specified in the Development Agreement to provide for an improved connection to the Transit Center for pedestrians and bicyclists as the hospital uses intensify. The improvements in item 2 are considered “temporary” although they may be in place for five years or more. They are moving forward now in order to meet a timing commitment in the Development Agreement and would use a small portion of the Stanford funds set aside for this purpose. These “temporary” improvements are intended to be in place until more permanent improvements can be designed and permitted. The more permanent improvements will use the remaining funds and may include, but are not limited to, changes to the Transit Center access/egress configuration, another pedestrian/bicycle undercrossing of Caltrain, and modifications to the intersection of El Camino Real and Quarry Road to allow for another crosswalk. Cost for the permanent project has not been identified, although Stanford funds are available for construction. On January 11, 2016, Council approved a contract (ID 6398) with Siegfried Engineering for design services for the Quarry Road Improvements Project. The scope of work included design, permitting and construction document preparation in order to be constructed prior to the Hospital Occupancy Permit in Spring 2017. Discussion Staff has been working with the consultant, Siegfried Engineering to develop the proposed concept plans (Attachment A) for the connection from the intersection of Quarry Road and El Camino Real and the Transit Center and the addition of bicycle lanes on Quarry Road, from El Camino Real to Welch Road. The purpose of the pedestrian and bicycle connection path to the transit center is to provide a safe, clear, and directly connected pathway system for travel by both bicyclists and pedestrians from the Transit Center to Quarry Road. The park area is a connection point between the crosswalk at El Camino Real and Quarry Road, El Camino Park, University Circle, and the Transit Center. The existing asphalt pathway is uneven and has insufficient transitional space between bicyclists and pedestrians at the El Camino Real/Quarry Road intersection crosswalk. Following notice to proceed, the consultants began preparing two concept plans for the bicycle and pedestrian connection path to the Transit Center. One concept proposed to keep the existing alignment, and the second alternative provided for a separate paved 8 foot asphalt path for bicyclists and another 4 foot wide decomposed granite path for pedestrians. These plans were submitted to the Palo Alto Bicycle Advisory Committee, the Parks and Recreation Commission (PARC) on April 26 and again on May 31, 2016, and to Stanford for their review and comment. Both PARC and Stanford preferred the concept plan that utilizes the existing City of Palo Alto Page 3 alignment. Additional comments made were to make sure the path design addresses pedestrian safety needs, as well as bicyclists. The attached proposed project concept plans address all comments staff has received to date, which includes new lighting along the path, benches, signage and low level, drought tolerant landscape planting. The proposed design consists of a Class 1, 8 foot wide striped asphalt bike path with 2 foot decomposed granite fines paths on both sides, for a total width of 12 feet. The alignment of the path provides a smooth and direct transition between the existing El Camino Park bike path, the crosswalk area, and the direct connection to the Transit Center. The proposed bike path is also consistent with the recently completed bike path at El Camino Park. Bicyclists and pedestrians are provided new and updated visible wayfinding signage at key transition nodes to help them navigate to their desired destinations. The entire pathway system is to be lit by LED pathway lights to meet the minimum safety standards. The fixtures will match the recently installed park light fixtures and poles at El Camino Park. Landscape planting and recycled mulch will be used sparingly due to maintenance concerns. If utilized, it will be installed with the goal of improving the aesthetics at the street frontage and pathway intersections. The plant material will be harmonious and compatible with the newly installed plants located at the adjacent El Camino Park. The plants will be drought tolerant and irrigated with a drip system. The layout will be low accent shrubs and groundcovers. The views into the area and along the path will be clear, unobstructed, and not create safety concerns or places to hide. The remainder of the area that may be disturbed during construction will be redressed with a 4” thick recycled mulch layer, which is what currently exists now. The park path plans have also been submitted for staff level Architectural Review for review for input on the planting palette and lighting, both of which are consistent with the recently complete El Camino Park Plans. Improvements to the public right of way portion along Quarry Road include striping modifications to enhance the pedestrian and bicycle connection from the west side of El Camino Real to Welch Road. Improvements include but are not limited to wayfinding signs, wider bicycle lanes, as necessary, enhanced transit nodes for bus and/or shuttle stops, and prominent bicycle facilities. The proposed plans incorporate these elements along Quarry Road by providing additional striping and green bicycle lanes to help identify the buffered bicycle lanes and to highlight any potential conflict areas between vehicles, transit and bicyclists along the corridor. In addition, striped crosswalks are also added at each intersection to highlight high pedestrian activity in the area. Timeline Upon Council approval, Consultants will be expediting the completion of the construction documents in order to go out to bid late Summer 2016. Construction is tentatively scheduled to begin early Fall 2016 with construction completion of Spring 2017, prior to issuance of the Hospital Occupancy Permit. City of Palo Alto Page 4 Staff will return to Council late summer 2016 with the award of the construction contract. Resource Impact The cost estimate for the temporary park connection is estimated to be $350,000 and the cost of the Quarry Road improvements is estimated to be $400,000. These costs will be updated as the design is advanced and construction documents are prepared. The Fiscal Year 2017 Adopted Capital Improvement Budget includes a budget of $800,000 for construction. If construction costs exceed the budgeted amount, staff will request an additional transfer from Stanford University Medical Center funds designated for Improvements to Enhance Pedestrian and Bicycle Connection from Intermodal Transit Center to El Camino Real/Quarry Road Intersection, provided in the agreement. Policy Implications The following Comprehensive Plan goals and policies support the Quarry Road Improvements & Transit Center Access Project: Goal T-3: Facilities, Services, and Programs that encourage and promote walking and bicycling. Goal T-4: An efficient roadway network for all users. Policy T-14: Improve pedestrian and bicycle access to and between local destination, including public facilities, schools, parks, open space, employments district, shopping centers, and mulit modal transit stations. Policy T-29: Make effective use of the traffic-carrying ability of Palo Alto’s major street network without compromising the need of pedestrians and bicyclists also using this network. Environmental Review This project was identified as a mitigation measure as part of the Stanford University Medical Center expansion Final Environmental Impact Report and consists of minor improvements within and adjacent to existing public streets, which fall within the Class One (Existing Facilities) exemption provided in Section 15301 of the California Environmental Quality Act (CEQA) Guidelines. No additional environmental review is required for approval of this project. Attachments: Attachment A: Proposed Quarry Road/Park Path Concept Plans (PDF) OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH E E E E E E E E E E E E E E E E E E E E E E E E OH OH OH E E E E E E E E E E E E E E E E E E E E E E E E E E T E L E TE L E TE L E T E L E T E L E T E L E TE L E T E L E T E L E TE L E TE L E T E L E FO R C O N T I N U A T I O N S E E L O W E R R I G H T FO R C O N T I N U A T I O N S E E U P P E R R I G H T EN D I M P R O V E M E N T S City of Palo Alto City Project Number PL-16000 Know what's R ARB 5 SITE & PAVING PLAN EL CAMINO PARK / TRANSIT CENTER MULTI-USE PATH 8'-0" Wide asphalt path, two-way traffic, centerline striped, 2'-0" wide clear shoulders each side. EXISTING DECOMPOSED GRANITE PATH Existing El Camino Park pedestrian path adjacent to and Connected to proposed improvements. EXISTING TREES Existing trees to remain and be protected during construction. LANDSCAPE ACCENT PLANTING Areas to be planted with low, drought tolerant plant material. Pathway and directional signage accent. See planting plan ARB 13 for more details. DECOMPOSED GRANITE PATH SHOULDER 2'-0" wide pedestrian shoulder edge, Decomposed granite fines with stabilizer. Redwood header installed. 2'-0" unobstructed clearance. PATH SECURITY LIGHTS (8) 14' fixture height. Pole with railroad strap smooth mount to match El Camino Park lights. CONCRETE PAVEMENT Sidewalk replacement area at bike/pedestiran path connection & bench pads. PALO ALTO TRANSIT CENTER EXISTING PARKING LOTEXISTING OLYMPIC REDWOOD GROVE EL CAMINO PARK EXISTING AC PATH TO BE REMOVED See Demolition Plan ARB 4. BENCH (3) 6 foot long backless bench with center armrest. Product to match benches installed at El Camino Park. DUMOR 103-60PL 6' bench or equal. Recycled plastic Redwood color. Black powder coated frame. Embedment Installation on concrete pad. BARK MULCH Recycled chip mulch. 4" thick layer minimum. Landscape areas within the project site to receive City-supplied recycled chipped bark mulch. DIRECTIONAL SIGN LOCATIONS (3) PALO ALTO TRANSIT CENTER ATTACHMENT A City of Palo Alto City Project Number PL-16000 Know what's R SS-3 PRE L I M I N A R Y MA T C H L I N E S T A . 1 0 + 5 0 - S E E B E L O W L E F T SIGNAGE AND STRIPING PLAN WELCH ROAD TO MALL PARKING DRIVEWAY MA T C H L I N E S T A . 1 0 + 5 0 - S E E A B O V E R I G H T MA T C H L I N E S T A . 2 0 + 5 0 - S E E S H E E T S S - 4 GENERAL NOTES: SCALE: 1"=40' 80'40'0 LEGEND City of Palo Alto City Project Number PL-16000 Know what's R SS-4 PRE L I M I N A R Y MA T C H L I N E S T A . 2 0 + 5 0 - S E E S H E E T S S - 3 GENERAL NOTES: LEGEND SIGNAGE AND STRIPING PLAN MALL PARKING DRIVEWAY TO EL CAMINO REAL SCALE: 1"=40' 80'40'0 City of Palo Alto (ID # 6950) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/20/2016 City of Palo Alto Page 1 Summary Title: 5-year Support and Maintenance Contract for Utilities Design and Asset Management System Title: Approval of a Professional Services Contract With CAD Masters, Inc. for the Ongoing Support, Maintenance, Development, and Enhancement of the Geospatial Design and Asset Management System for the Utilities Department in an Amount of $500,000 Per Year for a Total Amount Not To Exceed $2,500,000 for up to Five Years From: City Manager Lead Department: Utilities Recommendation Staff recommends that the City Council approve and authorize the City Manager or his designee to execute a contract with CAD Masters, Inc. in the amount not to exceed $2,500,000 for the five year term. The contract covers on-going support for maintenance, development, and enhancement services of the geospatial design and asset management system for Utilities Department. The total amount for the 5-year contract is not to exceed $2,500,000 for the Capital Improvement Program (CIP) projects WS-02014 (Water, Gas, Wastewater Utility GIS Data), EL- 02011 (Electric Utility GIS), and FO-10001 (Fiber Optic Network). Background Under Contract C10132135, CAD Masters, Inc. developed GIS data models for electric, fiber, water, gas, wastewater, traffic signals, and street lights. These GIS data models are used on a daily basis by Utilities Engineering and Operations staff for design and construction projects. On 10/17/2011, City Council approved Amendments #1-5 to C10132135 to establish a 5-year contract for on-going support and maintenance, development, and enhancement services of the Utilities GIS database and applications. The current 5-year contract will expire on 6/30/2016; therefore a new contract is needed to provide continuous support. Discussion City of Palo Alto Page 2 In 2009 the Utilities Department selected a vendor via a competitive process to provide a geospatial design and data management system to collect, edit, and process utility infrastructure data, and for use as a design and drafting tool. A number of GIS solutions and products were proposed by vendors to meet the City’s needs. At the time the City’s GIS master plan had identified a preference for using AutoCAD-based systems to leverage staff’s familiarity with the product. Staff reviewed the proposals and selected an AutoCAD-based solution (Topobase Client) provided by CAD Masters, Inc. In 2012, Autodesk consolidated Topobase Client with AutoCAD Map 3D, to form AutoCAD Map 3D Enterprise (AME) for customers like CPA who use Oracle to store and manage industry models. AME is a separate system and runs independently of the City’s Enterprise GIS. The off-the-shelf software required extensive configuration to meet the needs and workflows of all utilities managed by the Utilities Department. CAD Masters built the following customized data models: electric, fiber, water, gas, wastewater, traffic signals, and street lights. In addition, CAD Masters, Inc. developed synchronization software to write data back to the City’s Enterprise GIS, in order to maintain the viewing access of Utilities data along with all other City infrastructure data in Enterprise GIS for users who are not familiar with AutoCAD. The Utilities Department is participating in I.T. Department’s current project to evaluate the City’s GIS needs. If the City decides to deviate from the current Enterprise GIS, CAD Masters, Inc. has the capability to develop a web-based browser to synchronize the Utilities data with the future GIS solution. There are a number of functions the Utilities Department performs that require the merging of infrastructure data with infrastructure management programs. As part of the original and 5- year support and maintenance contracts, CAD Masters, Inc. developed custom applications that interfaced ongoing maintenance with infrastructure data in AME. Some of these applications include: EEM (Electric Equipment and Maintenance program that tracks equipment and maintenance activities), SOGen (Service Order Generation program that manages the workflow between WGW Engineering and Operations to generate work orders and track the scheduling of customer connections for Development Services projects), DoxBrowser (Utilities document management system with a search engine to store the images of all types of record drawings and documents), Dark Fiber front-end application, and AUD (Autodesk Utility Design program used by Electric Engineering to generate work orders and prepare cost estimates), Drawing Generation (transfer utilities information from AME to AUD or SOGen to avoid re-drawing the base map or utility features for work orders). These programs have been developed by CAD Masters, Inc. to meet CPAU’s specific needs. In addition, CPAU staff frequently requests additional functionality or enhancement of the applications. CAD Masters, Inc. will provide the professional services upon City’s requests at the hourly rates stated in Exhibit “C-1” to expand/enhance existing applications as part of this contract. CAD Masters, Inc. also provides services to create automated data transformation process to convert GIS data from AME to different formats, so that other third party software can import the GIS data on a regular schedule assigned by the Department. Some examples are: ICOM3 – City of Palo Alto Page 3 A Redzone product used by Wastewater Operations to schedule & document routine maintenance activities, store video-inspection data of infrastructure condition; OMS – Outage Management System used by Electric Engineering and Operations as an analysis and reporting tool such as identifying the outage source based on reported outage locations, predicting outage causes, creating call-back lists to inform customers of the restoration status, generating reports for management and regulatory requirements; GasWorks – network modeling software used by WGW Engineering to analyze the gas distribution system; and WaterCAD – network modeling software used by WGW Engineering to analyze the water distribution system. Due to the complexity and customization work, bringing in another consultant to support the database and all associated applications is not practical. The Purchasing Manager and I.T. Department has reviewed this request. Staff is recommending Council approve an exemption from the City’s competitive solicitation requirements and approval of this contract with CAD Masters, Inc. CAD Masters, Inc. has extensive knowledge of the software and they are very familiar with the Utilities Department’s business processes and workflow. They have been providing outstanding services consistently during the entire contract term. Hiring another consultant could potentially cost the City a significant amount of time and additional money to bring the firm to the same level as CAD Masters, Inc. It is also critical to maintain the continuity to avoid down time or disruption to the database or applications related to mapping, updating, and marking/locating activities. Establishing a new 5-year contract with CAD Masters, Inc. is the only practical way to provide the uninterrupted support. PAMC 2.30.360(b)(2) supports this request for exemption from competitive solicitation due to impracticality because the time necessary to use the competitive solicitation process procedures and requirements would result in a substantial economic loss to the City, or the substantial interference with a required City Operation. The challenge of hiring a different consultant to integrate with the City’s multiple applications was demonstrated in 2011 when an RFI (Request for Information) was sent out to vendors. In that solicitation, ASD’s Purchasing Department asked eight potential providers to determine their interest in submitting a proposal for the subject 5-year contract. Out of the eight inquiries, four companies did not respond to the RFI; three companies declined to submit an offer due to various reasons; and only CAD Masters, Inc. stated that they would provide a proposal. The current 5-year contract with CAD Masters, Inc. will end on June 30th, 2016. A new 5-year contract for FY2017 to FY2021 is necessary to renew their professional services, provided the funds are appropriated in the budget, the consultant is responsive to the contract requirements, and the quality of the work is acceptable during each year of the contract. CAD Masters, Inc. will troubleshoot problems, provide solutions and repairs, enhance existing databases, expand current applications’ functionalities, and develop other applications on an as-needed basis upon City’s requests. The City Manager may suspend the performance of the services, in whole or in part, or terminate the contract, with or without cause, by giving ten (10) days prior written notice thereof to CAD Masters, Inc. Upon receipt of such notice, CAD City of Palo Alto Page 4 Masters, Inc. must immediately discontinue its performance of the services. Resource Impact Funds for the first fiscal year of this contract are available under WS-02014 (Water, Gas, Wastewater Utility GIS Data), EL-02011 (Electric Utility GIS), and FO-10001 (Fiber Optic Network). Funding for subsequent years is subject to annual budget approval by Council for the various CIPs. Policy Implications This recommendation is consistent with the Council-approved Utilities Strategic Plan: BP2: Operate the utility systems safely; BP8: Reduce the cost of delivering service through best management practices; PT3: Ensure employees have adequate tools to perform job duties; PT4: Investigate and adopt innovative technologies. Environmental Review Council’s approval of this contract for database development and maintenance does not meet the definition of a “project” under California Public Resources Code Section 21065, thus California Environmental Quality Act (CEQA) review is not required. Attachments: Attachment A: C16164375 Cad Masters 2016 (PDF) Attachment B: Business Impact Assessment (BIA) for CMI (PDF) Professional Services Rev. April 27, 2016 1 CITY OF PALO ALTO CONTRACT NO. C16164375 AGREEMENT BETWEEN THE CITY OF PALO ALTO AND CAD MASTERS, INC. FOR PROFESSIONAL SERVICES This Agreement is entered into on this 1st day of July, 2016, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and CAD MASTERS, INC., a California corporation, located at 1111 Civic Drive, Suite 130, Walnut Creek, CA 94596-3867 ("CONSULTANT"). RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to develop, support, and maintain the City’s Enterprise Geographical Information System (GIS) asset management database (“Project”) and desires to engage a consultant to provide these services in connection with the Project (“Services”). B. CONSULTANT has represented that it has the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C. CITY in reliance on these representations desires to engage CONSULTANT to provide the Services as more fully described in Exhibit “A”, attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree: AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at 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 June 30, 2021 unless terminated earlier pursuant to Section 19 of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit “B”, attached to and made a part of this Agreement. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. ATTACHMENT A Professional Services Rev. April 27, 2016 2 SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (“Basic Services”), and reimbursable expenses, shall not exceed Two Million Five Hundred Thousand Dollars ($2,500,000.00). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. In the event Additional Services are authorized, the total compensation for Basic Services, Additional Services and reimbursable expenses shall not exceed Two Million Five Hundred Thousand Dollars ($2,500,000.00). The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing rates (set in Exhibit “C-1”). If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City’s project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subconsultants, if permitted, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All of the services to be furnished by CONSULTANT under this agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. Professional Services Rev. April 27, 2016 3 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 ten percent (10%) of CITY’s stated construction budget, 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. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act as and be an independent contractor and not an agent or employee of CITY. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written consent of the city manager. Consent to one assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING. CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee. CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Michael Self as the Project Supervisor to have supervisory responsibility for the performance, progress, and execution of the Services as the project supervisor to represent CONSULTANT during the day- to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s project manager. CONSULTANT, at CITY’s request, shall promptly remove personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property. Professional Services Rev. April 27, 2016 4 CITY’s project manager is Silvia Santos, Utilities Department, Engineering Division, 1007 Elwell Court, Palo Alto, CA 94303, Telephone: 650-566-4520. The 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. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall protect, indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorneys fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any 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 Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, Professional Services Rev. April 27, 2016 5 covenant, condition, provision, ordinance or law. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "D". CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days' prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s 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. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY. Professional Services Rev. April 27, 2016 6 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving notice) of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s services which are of direct and immediate benefit to CITY as such determination may be made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 19.4, 20, and 25. 19.5. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement. SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the project director at the address of CONSULTANT recited above SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California. 21.3. If the Project Manager determines that CONSULTANT is a “Consultant” Professional Services Rev. April 27, 2016 7 as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, incorporated by reference and may be amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of 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 CCONSULTANT 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 Division’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 it may be 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 Professional Services Rev. April 27, 2016 8 25.1. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS 26.1 This Project is not subject to prevailing wages. CONSULTANT is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000. OR 26.1 CONSULTANT is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the Purchasing Division’s office of the City of Palo Alto. CONSULTANT shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. CONSULTANT shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. 26.2 CONSULTANT shall comply with the requirements of Exhibit “E” for any contract for public works construction, alteration, demolition, repair or maintenance. SECTION 27. MISCELLANEOUS PROVISIONS. 27.1. This Agreement will be governed by the laws of the State of California. 27.2. 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. 27.3. 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 Professional Services Rev. April 27, 2016 9 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. 27.4. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This document may be amended only by a written instrument, which is signed by the parties. 27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties. 27.6. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect. 27.7. All exhibits referred to in this Agreement and any addenda, appendices, attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 27.8 In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9 If, pursuant to this contract with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City’s express written consent. 27.10 All unchecked boxes do not apply to this agreement. 27.11 The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. 27.12 This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written. Professional Services Rev. April 27, 2016 10 CITY OF PALO ALTO ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or designee CAD MASTERS INC. By:___________________________ Name:_________________________ Title:________________________ Attachments: EXHIBIT “A”: SCOPE OF SERVICES EXHIBIT “B”: SCHEDULE OF PERFORMANCE EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS EXHIBIT “E”: VISA EXHIBIT “F”: INFORMATION PRIVACY POLICY EXHIBIT “G”: SOFTWARE as a SECURITY AND PRIVACY Ts & Cs EXHIBIT “H”: NDA Professional Services Rev. April 27, 2016 11 EXHIBIT “A” SCOPE OF SERVICES INTRODUCTION: This project is to develop, support, and maintain the City’s Enterprise Geographical Information System (GIS) asset management database on a fixed hourly rate and as-needed basis during the upcoming five years (FY2017 through FY2021). The budgeted “not to exceed” contract amount is $500,000 per year ($100,000 per year for each of 5 utilities, WGWEF), for a 5-year contract total of $2,500,000. BACKGROUND INFORMATION (DATA ENGINES AND EXISTING APPLICATIONS): Database Engines: Oracle 11g Microsoft SQL Server 2008 Microsoft Access (for maintenance of legacy applications) Primary Software Applications: Autodesk Map 3D Enterprise, Autodesk AutoCAD Map 3D, Autodesk AutoCAD Civil 3D, Autodesk Utility Design (AUD), and CMI Standards Manager Custom Applications: Electric data model (Oracle) and front-end application (Map 3D) Fiber data model (Oracle) and front-end application (Map 3D) Dark Fiber data model (Oracle) and front-end application (Map 3D) Water data model (Oracle) and front-end application (Map 3D) Gas data model (Oracle) and front-end application (Map 3D) Wastewater data model (Oracle) and front-end application (Map 3D) Traffic Signals data model (Oracle) and front-end application (Map 3D) Street Lights data model (Oracle) and front-end application (Map 3D) WGW Service Order Generation (SOGEN) Electric Equipment and Maintenance data model (Oracle) front-end application (EEM) Electric Autodesk Utility Design (AUD) Document Management System (DMS) Drawing Generation (DWGGEN) for creating AutoCAD and AUD entities from GIST Map Locator (custom Google Maps interface on top of AutoCAD) FME workspaces for import from and export to SAP, ESRI SHP, DWG and Excel Encompass GIST/Oracle data synchronization WaterCAD data export Gas Works data export ICOM data export Transformer Purchasing DB data export SAP data import and export FUTURE APPLICATIONS (Including but not limited to): Web-based access to GIS data Field access to GIS data Professional Services Rev. April 27, 2016 12 1. User Support and Maintenance of Existing Applications and Workflows. 1.1 Oracle DBA ▪ Install and configure Oracle software. ▪ Configure and monitor data backups. ▪ Troubleshoot performance issues. 1.2 AutoCAD Map 3D Enterprise Install and configure software and software upgrades, provide training, and troubleshoot problems. Assist IT department upon request by the City. Modify and configure utility data models including water, gas, wastewater, electric, cathodic protection, fiber, street lights, and traffic signals. Modify and configure display models. Write, configure, and monitor business rules and workflows. Write, configure, and monitor software (DWGGEN) to export Oracle utility data to AutoCAD for capital improvement projects. Configure reports for the various utilities upon request by the City. 1.3 Service Order Generation Write, configure, and monitor service order generation (SOGEN) software. 1.4 AutoCAD Utility Design Install and configure software and software upgrades, provide training, and troubleshoot problems. Assist IT department upon request by the City. Provide customization services for import and export to SAP and report generation. Write, configure and monitor software to update material catalog prices from SAP. Write, configure and monitor software to output work order data to Excel. 1.5 Outage Management Configure and monitor FME workspaces to export electric and base data from Oracle to ESRI ArcSDE for use in the outage management system. Write, configure, and monitor software to output electric connectivity data for use in the outage management system. 1.6 Electric Equipment Management Database Write, configure, and monitor database (Oracle) and front-end application (EEM) for electric equipment maintenance. 1.7 Dark Fiber Write, configure, and monitor database (Oracle) and front-end application (AutoCAD Map 3D) for dark fiber. 2. Data Synchronization, Import, Export 2.1 Write, configure, and monitor software to synchronize Encompass utility data with Oracle. 2.2 Configure and support FME workspaces for export to ESRI SHP, AutoCAD DWG, and Excel. Professional Services Rev. April 27, 2016 13 2.3 Configure and support data export to WaterCAD. 2.4 Write, configure, and monitor software to import SAP utility meter data (installation numbers) into Oracle. 2.5 Configure and support FME workspaces to import SAP consumption data (via a middleware Excel file) for any desired utility into Oracle. 3. Develop new applications, Incorporate new data, Enhance and broaden access. 3.1 Create new applications, workflows, reports, and maps. 3.2 On-board new assets, departments, divisions, and users. 3.3 Develop web-based access to the GIS. 3.4 Develop field access to the GIS. Professional Services Rev. April 27, 2016 14 EXHIBIT “B” SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services on an as-needed basis. The time to complete each milestone or task may be determined by mutual agreement of the project managers for CONSULTANT and CITY, based on difficulties, so long as all work is completed within the term of the Agreement. Milestones Category 1 – User Support & Maintenance of Existing Applications & Workflows Category 2 – Data Synchronization, Import, and Export Category 3 – Develop New Applications, Incorporate New Data, and Enhance Access Professional Services Rev. April 27, 2016 15 EXHIBIT “C” COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule attached as Exhibit C-1 up to the not to exceed budget amount for each task set forth below. CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, and the total compensation for Additional Services do not exceed the amounts set forth in Section 4 of this Agreement. BUDGET SCHEDULE NOT TO EXCEED AMOUNT TASK DESCRIPTIONS Estimated Annual Budget: 5 Year Contract Total: Category 1 – User Support & Maintenance of Existing Applications & Workflows $200,000 $1,000,000 Task 1.1 - Oracle Database Administration Task 1.2 - AutoCAD Map 3D Enterprise Task 1.3 - Service Order Generation (SOGEN) Task 1.4 - AutoCAD Utility Design (AUD) Task 1.5 - Outage Management Task 1.6 - Electric Equipment Management Database Task 1.7 - Dark Fiber Task 1.8 - Other Category 2 – Data Synchronization, Import and Export $100,000 $500,000 Task 2.1 - Maintain two-way synchronization between Encompass GIS and Autodesk Map 3D Task 2.2 - Maintain FME workspaces for export to ESRI SHP, DWG and Excel Task 2.3 - Maintain and support data export to WaterCAD Task 2.4 - Maintain software to import SAP Installation Numbers into Oracle Task 2.5 - Maintain FME workspaces to import SAP consumption data for any utility into Oracle Category 3 – Develop New Applications, Incorporate New Data and Enhance Access $200,000 $1,000,000 Task 3.1 - Develop additional applications, workflows, reports, etc. Task 3.2 - On-board new assets, departments, divisions and users. Task 3.3 - Develop and enhance web-based access to the GIS Task 3.4 - Develop and enhance field access to the GIS Total: $500,000 $2,500,000 Professional Services Rev. April 27, 2016 16 Sub-total Basic Services $2,500,000.00 Total Basic Services and Reimbursable expenses $2,500,000.00 Additional Services (Not to Exceed) $0 Maximum Total Compensation $2,500,000.00 REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expense, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement Professional Services Rev. April 27, 2016 17 EXHIBIT “C-1” SCHEDULE OF RATES FY 2016/17 – FY 2017/2018 (from July 2016 to June 2018, First 2 Years of 5 Year Term) Junior Engineer: $ 140 per hour Project Engineer: $ 170 per hour Senior Engineer: $ 200 per hour FY 2018/19 – FY 2020/2021 (from July 2018 to June 2021, Last 3 Years of 5 Year Term) Junior Engineer: $ 150 per hour Project Engineer: $ 180 per hour Senior Engineer: $ 210 per hour Professional Services Rev. April 27, 2016 18 EXHIBIT “D” INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY Professional Services Rev. April 27, 2016 19 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. NOTICES SHALL BE EMAILED TO: InsuranceCerts@CityofPaloAlto.org PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303 Professional Services Rev. April 27, 2016 20 EXHIBIT “E” VISA Professional Services Rev. April 27, 2016 21 Professional Services Rev. April 27, 2016 22 Professional Services Rev. April 27, 2016 23 Professional Services Rev. April 27, 2016 24 Professional Services Rev. April 27, 2016 25 Professional Services Rev. April 27, 2016 26 Professional Services Rev. April 27, 2016 27 EXHIBIT “F” INFORMATION PRIVACY POLICY Professional Services Rev. April 27, 2016 28 Professional Services Rev. April 27, 2016 29 Professional Services Rev. April 27, 2016 30 Professional Services Rev. April 27, 2016 31 Professional Services Rev. April 27, 2016 32 Professional Services Rev. April 27, 2016 33 Professional Services Rev. April 27, 2016 34 Professional Services Rev. April 27, 2016 35 Professional Services Rev. April 27, 2016 36 EXHIBIT “G” SOFTWARE AS A SECURITY AND PRIVACY TERMS AND CONDITIONS SOFTWARE AS A SERVICE SECURITY AND PRIVACY TERMS AND CONDITIONS This Exhibit shall be made a part of the City of Palo Alto’s Professional Services Agreement or any other contract entered into by and between the City of Palo Alto (the “City”) and CAD MASTERS, INC. (the “Consultant”) for the provision of Software as a Service services to the City (the “Agreement”). In order to assure the privacy and security of the personal information of the City’s customers and people who do business with the City, including, without limitation, vendors, utility customers, library patrons and other individuals and businesses, who are required to share such information with the City, as a condition of receiving services from the City or selling goods and services to the City, including, without limitation, the Software as a Service services provider (the “Consultant”) and its subcontractors, if any, including, without limitation, any Information Technology (“IT”) infrastructure services provider, shall design, install, provide, and maintain a secure IT environment, described below, while it renders and performs the Services and furnishes goods, if any, described in the Statement of Work, Exhibit B, to the extent any scope of work implicates the confidentiality and privacy of the personal information of the City’s customers. The Consultant shall fulfill the data and information security requirements (the “Requirements”) set forth in Part A below. A “secure IT environment” includes: (a) the IT infrastructure, by which the Services are provided to the City, including connection to the City's IT systems; (b) the Consultant’s operations and maintenance processes needed to support the environment, including disaster recovery and business continuity planning; and (c) the IT infrastructure performance monitoring services to ensure a secure and reliable environment and service availability to the City. “IT infrastructure” refers to the integrated framework, including, without limitation, data centers, computers, and database management devices, upon which digital networks operate. In the event that, after the Effective Date, the Consultant reasonably determines that it cannot fulfill the Requirements, the Consultant shall promptly inform the City of its determination and submit, in writing, one or more alternate countermeasure options to the Requirements (the “Alternate Requirements” as set forth in Part B), which may be accepted or rejected in the reasonable satisfaction of the Information Security Manager (the “ISM”). Part A. Requirements: The Consultant shall at all times during the term of any contract between the City and the Consultant: Professional Services Rev. April 27, 2016 37 (a) Appoint or designate an employee, preferably an executive officer, as the security liaison to the City with respect to the Services to be performed under this Agreement. (b) Comply with the City’s Information Privacy Policy: (c) Have adopted and implemented information security and privacy policies that are documented, are accessible to the City and conform to ISO 27001/2 – Information Security Management Systems (ISMS) Standards. See the following: http://www.iso.org/iso/home/store/catalogue_tc/catalogue_detail.htm?csnumber=421 03 http://www.iso.org/iso/iso_catalogue/catalogue_tc/catalogue_detail.htm?csnumber=5 0297 (d) Conduct routine data and information security compliance training of its personnel that is appropriate to their role. (e) Develop and maintain detailed documentation of the IT infrastructure, including software versions and patch levels. (f) Develop an independently verifiable process, consistent with industry standards, for performing professional and criminal background checks of its employees that (1) would permit verification of employees’ personal identity and employment status, and (2) would enable the immediate denial of access to the City's confidential data and information by any of its employees who no longer would require access to that information or who are terminated. (g) Provide a list of IT infrastructure components in order to verify whether the Consultant has met or has failed to meet any objective terms and conditions. (h) Implement access accountability (identification and authentication) architecture and support role-base access control (“RBAC”) and segregation of duties (“SoD”) mechanisms for all personnel, systems and software used to provide the Services. “RBAC” refers to a computer systems security approach to restricting access only to authorized users. “SoD” is an approach that would require more than one individual to complete a security task in order to promote the detection and prevention of fraud and errors. (i) Assist the City in undertaking annually an assessment to assure that: (1) all elements of the Services’ environment design and deployment are known to the City, and (2) it has implemented measures in accordance with industry best practices applicable to secure coding and secure IT architecture. (j) Provide and maintain secure intersystem communication paths that would ensure the confidentiality, integrity and availability of the City's information. (k) Deploy and maintain IT system upgrades, patches and configurations conforming to current patch and/or release levels by not later than one (1) week after its date of release. Emergency security patches must be installed within 24 hours after its date of release. (l) Provide for the timely detection of, response to, and the reporting of security incidents, including on-going incident monitoring with logging. (m) Notify the City within one (1) hour of detecting a security incident that results in the unauthorized access to or the misuse of the City's confidential data and information. (n) Inform the City that any third party service provider(s) meet(s) all of the Requirements. Professional Services Rev. April 27, 2016 38 (o) Perform security self-audits on a regular basis and not less frequently than on a quarterly basis, and provide the required summary reports of those self-audits to the ISM on the annual anniversary date or any other date agreed to by the Parties. (p) Accommodate, as practicable, and upon reasonable prior notice by the City, the City’s performance of random site security audits at the Consultant’s site(s), including the site(s) of a third party service provider(s), as applicable. The scope of these audits will extend to the Consultant’s and its third party service provider(s)’ awareness of security policies and practices, systems configurations, access authentication and authorization, and incident detection and response. (q) Cooperate with the City to ensure that to the extent required by applicable laws, rules and regulations, the Confidential Information will be accessible only by the Consultant and any authorized third party service provider’s personnel. (r) Perform regular, reliable secured backups of all data needed to maximize availability of the Services. (s) Maintain records relating to the Services for a period of three (3) years after the expiration or earlier termination of this Agreement and in a mutually agreeable storage medium. Within thirty (30) days after the effective date of expiration or earlier termination of this Agreement, all of those records relating to the performance of the Services shall be provided to the ISM. (t) Maintain the Confidential Information in accordance with applicable federal, state and local data and information privacy laws, rules and regulations. (u) Encrypt the Confidential Information before delivering the same by electronic mail to the City and or any authorized recipient. (v) Unless otherwise addressed in the Agreement, shall not hold the City liable for any direct, indirect or punitive damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the City’s IT environment, including, without limitation, IT infrastructure communications. Professional Services Rev. April 27, 2016 39 EXHIBIT “H” NON-DISCLOSURE AGREEMENT Professional Services Rev. April 27, 2016 40 Professional Services Rev. April 27, 2016 41 Professional Services Rev. April 27, 2016 42 Professional Services Rev. April 27, 2016 43 Professional Services Rev. April 27, 2016 44 CityCenter > Departmental Sites > Information Technology > Information Security Services Business Impact Assessment (BIA) Objective: The objective of the BIA is to ensure the City's data confidentiality integrity, availability of application systems. Guidelines for Completion 1. Sections 1 4 of the BIA Form shall be completed by the Project Manager (PM) or the activity owner with facilitation support from the Information Security Manager (ISM) 2. Depending upon the outcome of the BIA, the Vendor Information Risk Assessment (VISA) questionnaire may be required to be completed by the external vendor after the vendor is selected: The VISA Questionnaire can be obtained from the SharePoint at: https://paloalto365.sharepoint.com/sites/CityCenter/IT/security/Security%20Shared%20Documents/VISA.docx 3. Upon completion of the BIA the PM shall submit the BIA to the ISM. The ISM will conduct security assessment on the BIA and provide approval along with required security countermeasures to be implemented (if necessary). SECTION 1: GENERAL INFORMATION Project Title:Project Number: Technology Vendor Name:Project Manager Name: Santos, Silvia Technology Product Website:No hyperlink inserted Project SharePoint link:No hyperlink inserted Project / Application Data Custodian: Santos, Silvia User Base: Development Services Office of Emergency Services Public Works Utilities Check all of the user groups that will be utilizing the system. Attachments Appendix E Sole Source & Other Exemptions_20160502.pdf Brief Description of the Project/Technology: SECTION 2: TECHNOLOGY INTEGRATION INFORMATION Critical Assets Integration: Tier 1 Assets: Direct impact on public safety/well being See the following link for description of each tier: https://paloalto365.sharepoint.com/sites/CityCenter/IT/security/Security% 20Shared%20Documents/City%27s%20Critical%20Assets%20Classification.pdf?e=4 Internal Infrastructure Integration: Application System Network Infrastructure Services VPN: Virtual Private Network Access Please select any network or infrastructure integrations with the City that are required for the project 5year contract for ongoing support & mainte… CAD Masters, Inc. This will be a second 5year contract with CAD Masters, Inc. for ongoing support & maintenance, development, and enhancement services of the Utilities geospatial design and asset management system. Page 1 of 3Business Impact Assessment (BIA) -5-year contract for on-going support & maintenance... 5/4/2016https://paloalto365.sharepoint.com/sites/CityCenter/IT/security/Lists/BIA%20_Data/Item/di... ATTACHMENT B External Infrastructure Integration: Not applicable What network(s) will users/systems will reside onto access this project's application (check all that apply) SECTION 3: DATA INFORMATION Data Source: (Where the data will be sourced from) Offsite (vendor) Protected Data Type: Utilities data Please review the link below to understand definition of Protected Data Types: https://paloalto365.sharepoint.com/sites/CityCenter/IT/security/Security%20Shared% 20Documents/Protected%20and%20Confidential%20Information.pdf Data Attributes: Account login information Select all of the kinds of data that will be entered, stored and processed within the system. SECTION 4: IMPACT ASSESSMENTS Confidentiality Impact Assessment: Confidentiality Impact Notes: What are the negative impacts/consequences of unauthorized or unintended disclosure of Information?(i.e. Loss of confidentiality) Page 2 of 3Business Impact Assessment (BIA) -5-year contract for on-going support & maintenance... 5/4/2016https://paloalto365.sharepoint.com/sites/CityCenter/IT/security/Lists/BIA%20_Data/Item/di... Public Safety Integrity Impact Assessment: Public Safety Integrity Impact Notes: What are the negative impacts/consequences of unintended errors or deliberate, unauthorized changes to information? (i.e. loss of integrity) Availability Impact Assessment: Public Safety Public Confidence Business Continuity Legal Consequences Regulatory Liability Staff Morale (Citywide) Availability Impact Notes: What are the negative impacts/ consequences of prolonged outage of the system or application? (i.e. loss of availability) Disaster/Outage Impact:>1 day SECTION 5: SECURITY MANAGERS APPROVAL Security Manager's Confidentiality Assessment: Select...Security Manager's Approval Notes: Security Manager's Integrity Assessment: Select... Security Manager's Availability Assessment: Select... Security Manager's Approval:Select... CAD Masters, Inc. already has access to the Utilities database for the past 7 years. They have always kept the utilities information confidential. CAD Masters, Inc. already has access to the Utilities database for the past 7 years. They have always kept the utilities information confidential. It is critical to maintain the continuity to avoid City’s liability related to mapping, updating, and marking/locating activities due to any down time or disruption to the database or applications. Page 3 of 3Business Impact Assessment (BIA) -5-year contract for on-going support & maintenance... 5/4/2016https://paloalto365.sharepoint.com/sites/CityCenter/IT/security/Lists/BIA%20_Data/Item/di... City of Palo Alto (ID # 6937) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/20/2016 City of Palo Alto Page 1 Summary Title: Approval of a Contract for FY17 Preventive Maintenance Project Title: Approval of a Contract With Graham Contractors, Inc., in the Amount of $1,340,469 for the FY 2017 Street Maintenance Program Preventive Street Maintenance Project, Capital Improvements Program Project PE- 86070 From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council: 1. Approve and authorize the City Manager or his designee to execute the attached contract with Graham Contractors, Inc. (Attachment A) in an amount not to exceed $1,340,470 for the FY 2017 Preventive Maintenance Project (Capital Improvement Program projects PE-86070, PE-09003, PO- 11001, PL-04010 and PF-14003) for street maintenance; and 2. Authorize the City Manager or his designee to negotiate and execute one or more change orders to the contract with Graham Contractors, Inc. for related additional but unforeseen work, which may develop during the project, the total value of which shall not exceed $134,047. City of Palo Alto Page 2 Background Public Works Engineering Services Division manages construction contracts for concrete repair, preventive maintenance, resurfacing and reconstruction of various city streets on an annual basis. In recent years, due to the complexity of the anticipated construction and benefit of being included in a larger project, many other Capital Improvement Program (CIP) projects are being built through the annualized resurfacing contracts. All City of Palo Alto streets are surveyed biannually by Public Works Engineering Services staff and rated by a computerized pavement maintenance management system (PMMS) and Metropolitan Transportation Commission’s (MTC) pavement analysis program Street Saver. Since 2003, the Public Works Engineering Services Division has implemented multi-phased resurfacing projects by bidding one phase for concrete repairs and preparation, a second phase for preventive maintenance and a third phase for asphalt concrete resurfacing. This method of phasing has proved more cost effective by avoiding the usual 15% markup prime contractors place on work performed by their subcontractors. This typically includes all concrete and preventive maintenance work, which had been included in the asphalt overlay contract. This contract is the preventive maintenance contract which includes roadway seals, base repairs and crack sealing. Discussion Project Description The $1,340,470 expenditure for this contract includes preventive maintenance of 26.9 lane miles of public streets (2,129,850 square feet), over 2,200 tons of asphalt road base repairs and nearly 191,000 linear feet of crack sealing, including work on major streets such as Embarcadero and Greer Roads. This contract also includes thermoplastic striping in coordination with Public Works Public Services Division. The streets included in this contract are shown in (Attachment B). Additionally, this contract includes work on University Avenue Parking District Parking Lots F and O, as well as City facility parking lots at Fire Station 2 and Stanford/Palo Alto playing fields. Extensive public outreach will be conducted before and during the construction phase to inform the community throughout the process, including sending flyers City of Palo Alto Page 3 to adjacent residences and businesses, and posting notices on Nextdoor and the City’s website. In addition, staff will interface with the Palo Alto Downtown Business and Professional Association, neighborhood associations, and other organizations and businesses as appropriate. Bid Process On April 19, 2016, a notice inviting formal bids (IFB) for the FY 2017 Preventive Maintenance Project was posted at City Hall and sent to 268 contractors and 9 builder’s exchanges. The bidding period was 21 calendar days. Bids were received from four qualified contractors on May 10, 2016 as listed on the attached Bid Summary (Attachment C). Summary of Bid Process Bid Name/Number FY 17 Preventive Maintenance Project IFB #163851 Proposed Length of Project 70 calendar days Number of Bid Packages emailed to Contractors 268 Number of Bid Packages emailed to Builder’s Exchanges 9 Total Days to Respond to Bid 21 Pre-Bid Meeting? No Number of Bids Received: 4 Base Bid Price Range $1,304,972 to $1,450,013 Base bids ranged from $1,304,972 to $1,450,013, and ranged from 0.3% to 11.4% above the engineer’s estimate. Staff has reviewed all bids submitted and recommends the Base Bid and Add Alternate 1, totaling $1,340,470 submitted by Graham Contractors, Inc. be accepted and Graham Contractors, Inc. be declared the lowest responsible bidder. The change order amount of $134,047, which equals ten percent of the total contract, is requested for related additional, but unforeseen work which may develop during the project. The lowest responsible bidder, Graham Contractors, Inc. has worked with the City on previous preventive maintenance projects. Staff investigated the references City of Palo Alto Page 4 and found no significant complaints. Staff also checked with the Contractor's State License Board and found the contractor to have an active license on file. Resource Impact Funding for the FY 2017 Preventive Maintenance Project is available in the following CIP projects: PE-86070 Street Maintenance Program, PE-09003 City Facility Parking Lot Maintenance, PO-11001 Thermoplastic Lane Marking and Striping, PL-04010 Bicycle and Pedestrian Plan Implementation Project, and PF- 14003 University Avenue Parking District Parking Improvements. Funding allocations are listed in Table 1. Table 1. Funding Allocations Funding Source Contract Contingency Total Funding 1 PE-86070 $1,186,212 $118,621 $1,304,833 2 PE-09003 $18,850 $1,885 $20,735 3 PO-11001 $68,150 $6,815 $74,965 4 PL-04010 $47,575 $4,758 $52,332 5 PF-14003 $19,684 $1,968 $21,652 Totals $1,340,470 $134,047 $1,474,517 Policy Implications This project is in conformance with City of Palo Alto’s Comprehensive Plan and does not represent any changes to existing City policies. Environmental Review This proposed street resurfacing project is a minor alteration and repair to existing facilities and is categorically exempt from the California Environmental Quality Act (CEQA) under section 15301c of the CEQA guidelines. Attachments: Attachment A - Construction Contract (PDF) Attachment B - Project Maps (PDF) Attachment C - Bid Summary (PDF) Invitation for Bid (IFB163851) Package 1 Rev. April 20, 2015 CONSTRUCTION CONTRACT ATTACHMENT A CONSTRUCTION CONTRACT Contract No. C17163851 City of Palo Alto FY17 PREVENTIVE MAINTENANCE Project Invitation for Bid (IFB163851) Package 2 Rev. April 20, 2015 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT TABLE OF CONTENTS SECTION 1 INCORPORATION OF RECITALS AND DEFINITIONS…………………………………….…………..6 1.1 Recitals…………………………………………………………………………………………………………………….6 1.2 Definitions……………………………………………………………………………………………………………….6 SECTION 2 THE PROJECT………………………………………………………………………………………………………...6 SECTION 3 THE CONTRACT DOCUMENTS………………………………………………………………………………..7 3.1 List of Documents…………………………………………………………………………………………….........7 3.2 Order of Precedence……………………………………………………………………………………………......7 SECTION 4 CONTRACTOR’S DUTY…………………………………………………………………………………………..8 4.1 Contractor's Duties…………………………………………………………………………………………………..8 SECTION 5 PROJECT TEAM……………………………………………………………………………………………………..8 5.1 Contractor's Co‐operation………………………………………………………………………………………..8 SECTION 6 TIME OF COMPLETION…………………………………………………………………………………….......8 6.1 Time Is of Essence…………………………………………………………………………………………………….8 6.2 Commencement of Work…………………………………………………………………………………………8 6.3 Contract Time…………………………………………………………………………………………………………..8 6.4 Liquidated Damages…………………………………………………………………………………………………8 6.4.1 Other Remedies……………………………………………………………………………………………………..9 6.5 Adjustments to Contract Time………………………………………………………………………………….9 SECTION 7 COMPENSATION TO CONTRACTOR……………………………………………………………………….9 7.1 Contract Sum……………………………………………………………………………………………………………9 7.2 Full Compensation……………………………………………………………………………………………………9 SECTION 8 STANDARD OF CARE……………………………………………………………………………………………..9 8.1 Standard of Care…………………………………………………………………………………..…………………9 SECTION 9 INDEMNIFICATION…………………………………………………………………………………………..…10 9.1 Hold Harmless……………………………………………………………………………………………………….10 9.2 Survival…………………………………………………………………………………………………………………10 SECTION 10 NON‐DISCRIMINATION……..………………………………………………………………………………10 10.1 Municipal Code Requirement…………….………………………………..……………………………….10 SECTION 11 INSURANCE AND BONDS.…………………………………………………………………………………10 Invitation for Bid (IFB163851) Package 3 Rev. April 20, 2015 CONSTRUCTION CONTRACT 11.1 Evidence of Coverage…………………………………………………………………………………………..10 SECTION 12 PROHIBITION AGAINST TRANSFERS……………………………………………………………….…11 12.1 Assignment………………………………………………………………………………………………………….11 12.2 Assignment by Law.………………………………………………………………………………………………11 SECTION 13 NOTICES …………………………………………………………………………………………………………….11 13.1 Method of Notice …………………………………………………………………………………………………11 13.2 Notice Recipents ………………………………………………………………………………………………….11 13.3 Change of Address……………………………………………………………………………………………….12 SECTION 14 DEFAULT…………………………………………………………………………………………………………...12 14.1 Notice of Default………………………………………………………………………………………………….12 14.2 Opportunity to Cure Default…………………………………………………………………………………12 SECTION 15 CITY'S RIGHTS AND REMEDIES…………………………………………………………………………..13 15.1 Remedies Upon Default……………………………………………………………………………………….13 15.1.1 Delete Certain Services…………………………………………………………………………………….13 15.1.2 Perform and Withhold……………………………………………………………………………………..13 15.1.3 Suspend The Construction Contract…………………………………………………………………13 15.1.4 Terminate the Construction Contract for Default………………………………………………13 15.1.5 Invoke the Performance Bond………………………………………………………………………….13 15.1.6 Additional Provisions……………………………………………………………………………………….13 15.2 Delays by Sureties……………………………………………………………………………………………….13 15.3 Damages to City…………………………………………………………………………………………………..14 15.3.1 For Contractor's Default…………………………………………………………………………………..14 15.3.2 Compensation for Losses…………………………………………………………………………………14 15.4 Suspension by City……………………………………………………………………………………………….14 15.4.1 Suspension for Convenience……………………………………………………………………………..14 15.4.2 Suspension for Cause………………………………………………………………………………………..14 15.5 Termination Without Cause…………………………………………………………………………………14 15.5.1 Compensation………………………………………………………………………………………………….15 15.5.2 Subcontractors………………………………………………………………………………………………..15 15.6 Contractor’s Duties Upon Termination………………………………………………………………...15 SECTION 16 CONTRACTOR'S RIGHTS AND REMEDIES……………………………………………………………16 16.1 Contractor’s Remedies……………………………………..………………………………..………………….16 Invitation for Bid (IFB163851) Package 4 Rev. April 20, 2015 CONSTRUCTION CONTRACT 16.1.1 For Work Stoppage……………………………………………………………………………………………16 16.1.2 For City's Non‐Payment…………………………………………………………………………………….16 16.2 Damages to Contractor………………………………………………………………………………………..16 SECTION 17 ACCOUNTING RECORDS………………………………………………………………………………….…16 17.1 Financial Management and City Access………………………………………………………………..16 17.2 Compliance with City Requests…………………………………………………………………………….17 SECTION 18 INDEPENDENT PARTIES……………………………………………………………………………………..17 18.1 Status of Parties……………………………………………………………………………………………………17 SECTION 19 NUISANCE……………………………………………………………………………………………………….…17 19.1 Nuisance Prohibited……………………………………………………………………………………………..17 SECTION 20 PERMITS AND LICENSES…………………………………………………………………………………….17 20.1 Payment of Fees…………………………………………………………………………………………………..17 SECTION 21 WAIVER…………………………………………………………………………………………………………….17 21.1 Waiver………………………………………………………………………………………………………………….17 SECTION 22 GOVERNING LAW AND VENUE; COMPLIANCE WITH LAWS……………………………….18 22.1 Governing Law…………………………………………………………………………………………………….18 22.2 Compliance with Laws…………………………………………………………………………………………18 SECTION 23 COMPLETE AGREEMENT……………………………………………………………………………………18 23.1 Integration………………………………………………………………………………………………………….18 SECTION 24 SURVIVAL OF CONTRACT…………………………………………………………………………………..18 24.1 Survival of Provisions……………………………………………………………………………………………18 SECTION 25 PREVAILING WAGES………………………………………………………………………………………….18 SECTION 26 NON‐APPROPRIATION……………………………………………………………………………………….19 26.1 Appropriation………………………………………………………………………………………………………19 SECTION 27 AUTHORITY……………………………………………………………………………………………………….19 27.1 Representation of Parties…………………………………………………………………………………….19 SECTION 28 COUNTERPARTS………………………………………………………………………………………………..19 28.1 Multiple Counterparts………………………………………………………………………………………….19 SECTION 29 SEVERABILITY……………………………………………………………………………………………………19 29.1 Severability………………………………………………………………………………………………………….19 SECTION 30 STATUTORY AND REGULATORY REFERENCES …………………………………………………..19 30.1 Amendments of Laws…………………………………………………………………………………………..19 Invitation for Bid (IFB163851) Package 5 Rev. April 20, 2015 CONSTRUCTION CONTRACT SECTION 31 WORKERS’ COMPENSATION CERTIFICATION………………………………………………….….19 31.1 Workers Compensation…………………………………………………………………………………….19 SECTION 32 DIR REGISTRATION AND OTHER SB 854 REQUIREMENTS………………………………..…20 32.1 General Notice to Contractor…………………………………………………………………………….20 32.2 Labor Code section 1771.1(a)…………………………………………………………………………….20 32.3 DIR Registration Required…………………………………………………………………………………20 32.4 Posting of Job Site Notices…………………………………………………………………………………20 32.5 Payroll Records…………………………………………………………………………………………………20 Invitation for Bid (IFB163851) Package 6 Rev. April 20, 2015 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT THIS CONSTRUCTION CONTRACT entered into on June 20, 2016 (“Execution Date”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("City"), and GRAHAM CONTRACTORS, INC. ("Contractor"), is made with reference to the following: R E C I T A L S: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. Contractor is a California Corporation duly organized and in good standing in the State of California, Contractor’s License Number 315789 and DIR registration number 1000006175 . Contractor represents that it is duly licensed by the State of California and has the background, knowledge, experience and expertise to perform the obligations set forth in this Construction Contract. C. On April 19, 2016, City issued an Invitation for Bids (IFB163851) to contractors for the Fy 17 Preventive Maintenance Project (“Project”). In response to the IFB, Contractor submitted a Bid. D. City and Contractor desire to enter into this Construction Contract for the Project, and other services as identified in the Contract Documents for the Project upon the following terms and conditions. NOW THEREFORE, in consideration of the mutual promises and undertakings hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed by and between the undersigned parties as follows: SECTION 1 INCORPORATION OF RECITALS AND DEFINITIONS. 1.1 Recitals. All of the recitals are incorporated herein by reference. 1.2 Definitions. Capitalized terms shall have the meanings set forth in this Construction Contract and/or in the General Conditions. If there is a conflict between the definitions in this Construction Contract and in the General Conditions, the definitions in this Construction Contract shall prevail. SECTION 2 THE PROJECT. The Project is the FY17 PREVENTIVE MAINTENANCE Project, located at VARIOUS STREETS WITHIN, Palo Alto, CA. ("Project"). Invitation for Bid (IFB163851) Package 7 Rev. April 20, 2015 CONSTRUCTION CONTRACT SECTION 3 THE CONTRACT DOCUMENTS. 3.1 List of Documents. The Contract Documents (sometimes collectively referred to as “Agreement” or “Bid Documents”) consist of the following documents which are on file with the Purchasing Division and are hereby incorporated by reference. 1) Change Orders 2) Field Orders 3) Contract 4) Bidding Addenda 5) Special Provisions 6) General Conditions 7) Project Plans and Drawings 8) Technical Specifications 9) Instructions to Bidders 10) Invitation for Bids 11) Contractor's Bid/Non‐Collusion Affidavit 12) Reports listed in the Contract Documents 13) Public Works Department’s Standard Drawings and Specifications (most current version at time of Bid) 14) Utilities Department’s Water, Gas, Wastewater, Electric Utilities Standards (most current version at time of Bid) 15) City of Palo Alto Traffic Control Requirements 16) City of Palo Alto Truck Route Map and Regulations 17) Notice Inviting Pre‐Qualification Statements, Pre‐Qualification Statement, and Pre‐ Qualification Checklist (if applicable) 18) Performance and Payment Bonds 3.2 Order of Precedence. For the purposes of construing, interpreting and resolving inconsistencies between and among the provisions of this Contract, the Contract Documents shall have the order of precedence as set forth in the preceding section. If a claimed inconsistency cannot be resolved through the order of precedence, the City shall have the sole power to decide which document or provision shall govern as may be in the best interests of the City. Invitation for Bid (IFB163851) Package 8 Rev. April 20, 2015 CONSTRUCTION CONTRACT SECTION 4 CONTRACTOR’S DUTY. 4.1 Contractor’s Duties Contractor agrees to perform all of the Work required for the Project, as specified in the Contract Documents, all of which are fully incorporated herein. Contractor shall provide, furnish, and supply all things necessary and incidental for the timely performance and completion of the Work, including, but not limited to, provision of all necessary labor, materials, equipment, transportation, and utilities, unless otherwise specified in the Contract Documents. Contractor also agrees to use its best efforts to complete the Work in a professional and expeditious manner and to meet or exceed the performance standards required by the Contract Documents. SECTION 5 PROJECT TEAM. 5.1 Contractor’s Co‐operation. In addition to Contractor, City has retained, or may retain, consultants and contractors to provide professional and technical consultation for the design and construction of the Project. The Contract requires that Contractor operate efficiently, effectively and cooperatively with City as well as all other members of the Project Team and other contractors retained by City to construct other portions of the Project. SECTION 6 TIME OF COMPLETION. 6.1 Time Is of Essence. Time is of the essence with respect to all time limits set forth in the Contract Documents. 6.2 Commencement of Work. Contractor shall commence the Work on the date specified in City’s Notice to Proceed. 6.3 Contract Time. Work hereunder shall begin on the date specified on the City’s Notice to Proceed and shall be completed not later than . within Seventy calendar days (70) after the commencement date specified in City’s Notice to Proceed. By executing this Construction Contract, Contractor expressly waives any claim for delayed early completion. 6.4 Liquidated Damages. Pursuant to Government Code Section 53069.85, if Contractor fails to achieve Substantial Completion of the entire Work within the Contract Time, including any approved extensions thereto, City may assess liquidated damages on a daily basis for each day of Unexcused Delay in achieving Substantial Completion, based on the amount of Five Hundred dollars ($500) per day, or as otherwise specified in the Special Provisions. Liquidated damages may also be separately assessed for failure to meet milestones specified elsewhere in the Contract Documents, regardless of impact on the time for achieving Substantial Completion. The assessment of liquidated damages is not a penalty but considered to be a reasonable estimate of the amount of damages City will suffer by delay in completion of the Work. The City is entitled to setoff the amount of liquidated damages assessed against any payments otherwise due to Contractor, Invitation for Bid (IFB163851) Package 9 Rev. April 20, 2015 CONSTRUCTION CONTRACT including, but not limited to, setoff against release of retention. If the total amount of liquidated damages assessed exceeds the amount of unreleased retention, City is entitled to recover the balance from Contractor or its sureties. Occupancy or use of the Project in whole or in part prior to Substantial Completion, shall not operate as a waiver of City’s right to assess liquidated damages. 6.4.1 Other Remedies. City is entitled to any and all available legal and equitable remedies City may have where City’s Losses are caused by any reason other than Contractor’s failure to achieve Substantial Completion of the entire Work within the Contract Time. 6.5 Adjustments to Contract Time. The Contract Time may only be adjusted for time extensions approved by City and memorialized in a Change Order approved in accordance with the requirements of the Contract Documents. SECTION 7 COMPENSATION TO CONTRACTOR. 7.1 Contract Sum. Contractor shall be compensated for satisfactory completion of the Work in compliance with the Contract Documents the Contract Sum of One Million Three Hundred Forty Thousand Four Hundred Sixty Nine Dollars and forty five cents($1,340,469.45). [This amount includes the Base Bid and Additive Alternates #1.] 7.2 Full Compensation. The Contract Sum shall be full compensation to Contractor for all Work provided by Contractor and, except as otherwise expressly permitted by the terms of the Contract Documents, shall cover all Losses arising out of the nature of the Work or from the acts of the elements or any unforeseen difficulties or obstructions which may arise or be encountered in performance of the Work until its Acceptance by City, all risks connected with the Work, and any and all expenses incurred due to suspension or discontinuance of the Work, except as expressly provided herein. The Contract Sum may only be adjusted for Change Orders approved in accordance with the requirements of the Contract Documents. SECTION 8 STANDARD OF CARE. 8.1 Standard of Care. Contractor agrees that the Work shall be performed by qualified, experienced and well‐supervised personnel. All services performed in connection with this Construction Contract shall be performed in a manner consistent with the standard of care under California law applicable to those who specialize in providing such services for projects of the type, scope and complexity of the Project. Invitation for Bid (IFB163851) Package 10 Rev. April 20, 2015 CONSTRUCTION CONTRACT SECTION 9 INDEMNIFICATION. 9.1 Hold Harmless. To the fullest extent allowed by law, Contractor will defend, indemnify, and hold harmless City, its City Council, boards and commissions, officers, agents, employees, representatives and volunteers (hereinafter individually referred to as an “Indemnitee” and collectively referred to as "Indemnitees"), through legal counsel acceptable to City, from and against any and liability, loss, damage, claims, expenses (including, without limitation, attorney fees, expert witness fees, paralegal fees, and fees and costs of litigation or arbitration) (collectively, “Liability”) of every nature arising out of or in connection with the acts or omissions of Contractor, its employees, Subcontractors, representatives, or agents, in performing the Work or its failure to comply with any of its obligations under the Contract, except such Liability caused by the active negligence, sole negligence, or willful misconduct of an Indemnitee. Contractor shall pay City for any costs City incurs to enforce this provision. Except as provided in Section 9.2 below, nothing in the Contract Documents shall be construed to give rise to any implied right of indemnity in favor of Contractor against City or any other Indemnitee. Pursuant to Public Contract Code Section 9201, City shall timely notify Contractor upon receipt of any third‐party claim relating to the Contract. 9.2 Survival. The provisions of Section 9 shall survive the termination of this Construction Contract. SECTION 10 NON‐DISCRIMINATION. 10.1 Municipal Code Requirement. As set forth in Palo Alto Municipal Code section 2.30.510, Contractor certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. Contractor 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 will comply with all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 11 INSURANCE AND BONDS. 11.1 Evidence of coverage. Within ten (10) business days following issuance of the Notice of Award, Contractor shall provide City with evidence that it has obtained insurance and shall submit Performance and Payment Bonds satisfying all requirements in Article 11 of the General Conditions. Invitation for Bid (IFB163851) Package 11 Rev. April 20, 2015 CONSTRUCTION CONTRACT SECTION 12 PROHIBITION AGAINST TRANSFERS. 12.1 Assignment. City is entering into this Construction Contract in reliance upon the stated experience and qualifications of the Contractor and its Subcontractors set forth in Contractor’s Bid. Accordingly, Contractor shall not assign, hypothecate or transfer this Construction Contract or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any assignment, hypothecation or transfer without said consent shall be null and void, and shall be deemed a substantial breach of contract and grounds for default in addition to any other legal or equitable remedy available to the City. 12.2 Assignment by Law. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor or of any general partner or joint venturer or syndicate member of Contractor, if the Contractor is a partnership or joint venture or syndicate or co‐tenancy shall result in changing the control of Contractor, shall be construed as an assignment of this Construction Contract. Control means more than fifty percent (50%) of the voting power of the corporation or other entity. SECTION 13 NOTICES. 13.1 Method of Notice. All notices, demands, requests or approvals to be given under this Construction Contract shall be given in writing and shall be deemed served on the earlier of the following: (i) On the date delivered if delivered personally; (ii) On the third business day after the deposit thereof in the United States mail, postage prepaid, and addressed as hereinafter provided; (iii) On the date sent if sent by facsimile transmission; (iv) On the date sent if delivered by electronic mail; or (v) On the date it is accepted or rejected if sent by certified mail. 13.2 Notice to Recipients. All notices, demands or requests (including, without limitation, Change Order Requests and Claims) from Contractor to City shall include the Project name and the number of this Construction Contract and shall be addressed to City at: To City: City of Palo Alto City Clerk 250 Hamilton Avenue P.O. Box 10250 Palo Alto, CA 94303 Copy to: City of Palo Alto Public Works Administration 250 Hamilton Avenue Palo Alto, CA 94301 Attn: Holly Boyd AND [Include Construction Manager, If Applicable.] Invitation for Bid (IFB163851) Package 12 Rev. April 20, 2015 CONSTRUCTION CONTRACT City of Palo Alto Utilities Engineering 250 Hamilton Avenue Palo Alto, CA 94301 Attn: In addition, copies of all Claims by Contractor under this Construction Contract shall be provided to the following: Palo Alto City Attorney’s Office 250 Hamilton Avenue P.O. Box 10250 Palo Alto, California 94303 All Claims shall be delivered personally or sent by certified mail. All notices, demands, requests or approvals from City to Contractor shall be addressed to: Graham Contractors, Inc. 860 Lonus Street San Jose Ca 95126 Gerald R. Graham, Jr. 13.3 Change of Address. In advance of any change of address, Contractor shall notify City of the change of address in writing. Each party may, by written notice only, add, delete or replace any individuals to whom and addresses to which notice shall be provided. SECTION 14 DEFAULT. 14.1 Notice of Default. In the event that City determines, in its sole discretion, that Contractor has failed or refused to perform any of the obligations set forth in the Contract Documents, or is in breach of any provision of the Contract Documents, City may give written notice of default to Contractor in the manner specified for the giving of notices in the Construction Contract, with a copy to Contractor’s performance bond surety. 14.2 Opportunity to Cure Default. Except for emergencies, Contractor shall cure any default in performance of its obligations under the Contract Documents within two (2) Days (or such shorter time as City may reasonably require) after receipt of written notice. However, if the breach cannot be reasonably cured within such time, Contractor will commence to cure the breach within two (2) Days (or such shorter time as City may reasonably require) and will diligently and continuously prosecute such cure to completion within a reasonable time, which shall in no event be later than ten (10) Days after receipt of such written notice. Invitation for Bid (IFB163851) Package 13 Rev. April 20, 2015 CONSTRUCTION CONTRACT SECTION 15 CITY'S RIGHTS AND REMEDIES. 15.1 Remedies Upon Default. If Contractor fails to cure any default of this Construction Contract within the time period set forth above in Section 14, then City may pursue any remedies available under law or equity, including, without limitation, the following: 15.1.1 Delete Certain Services. City may, without terminating the Construction Contract, delete certain portions of the Work, reserving to itself all rights to Losses related thereto. 15.1.2 Perform and Withhold. City may, without terminating the Construction Contract, engage others to perform the Work or portion of the Work that has not been adequately performed by Contractor and withhold the cost thereof to City from future payments to Contractor, reserving to itself all rights to Losses related thereto. 15.1.3 Suspend The Construction Contract. City may, without terminating the Construction Contract and reserving to itself all rights to Losses related thereto, suspend all or any portion of this Construction Contract for as long a period of time as City determines, in its sole discretion, appropriate, in which event City shall have no obligation to adjust the Contract Sum or Contract Time, and shall have no liability to Contractor for damages if City directs Contractor to resume Work. 15.1.4 Terminate the Construction Contract for Default. City shall have the right to terminate this Construction Contract, in whole or in part, upon the failure of Contractor to promptly cure any default as required by Section 14. City’s election to terminate the Construction Contract for default shall be communicated by giving Contractor a written notice of termination in the manner specified for the giving of notices in the Construction Contract. Any notice of termination given to Contractor by City shall be effective immediately, unless otherwise provided therein. 15.1.5 Invoke the Performance Bond. City may, with or without terminating the Construction Contract and reserving to itself all rights to Losses related thereto, exercise its rights under the Performance Bond. 15.1.6 Additional Provisions. All of City’s rights and remedies under this Construction Contract are cumulative, and shall be in addition to those rights and remedies available in law or in equity. Designation in the Contract Documents of certain breaches as material shall not waive the City’s authority to designate other breaches as material nor limit City’s right to terminate the Construction Contract, or prevent the City from terminating the Agreement for breaches that are not material. City’s determination of whether there has been noncompliance with the Construction Contract so as to warrant exercise by City of its rights and remedies for default under the Construction Contract, shall be binding on all parties. No termination or action taken by City after such termination shall prejudice any other rights or remedies of City provided by law or equity or by the Contract Documents upon such termination; and City may proceed against Contractor to recover all liquidated damages and Losses suffered by City. 15.2 Delays by Sureties. Time being of the essence in the performance of the Work, if Contractor’s surety fails to arrange for completion of the Work in accordance with the Performance Bond, within seven (7) calendar days from the date of the notice of termination, Contractor’s surety shall be deemed to have waived its right to complete the Work under the Contract, and City may immediately make arrangements for the completion of the Work through use of its own forces, by hiring a replacement contractor, or by any other means that City determines advisable under the circumstances. Contractor and its surety shall be jointly and severally Invitation for Bid (IFB163851) Package 14 Rev. April 20, 2015 CONSTRUCTION CONTRACT liable for any additional cost incurred by City to complete the Work following termination. In addition, City shall have the right to use any materials, supplies, and equipment belonging to Contractor and located at the Worksite for the purposes of completing the remaining Work. 15.3 Damages to City. 15.3.1 For Contractor's Default. City will be entitled to recovery of all Losses under law or equity in the event of Contractor’s default under the Contract Documents. 15.3.2 Compensation for Losses. In the event that City's Losses arise from Contractor’s default under the Contract Documents, City shall be entitled to deduct the cost of such Losses from monies otherwise payable to Contractor. If the Losses incurred by City exceed the amount payable, Contractor shall be liable to City for the difference and shall promptly remit same to City. 15.4 Suspension by City 15.4.1 Suspension for Convenience. City may, at any time and from time to time, without cause, order Contractor, in writing, to suspend, delay, or interrupt the Work in whole or in part for such period of time, up to an aggregate of fifty percent (50%) of the Contract Time. The order shall be specifically identified as a Suspension Order by City. Upon receipt of a Suspension Order, Contractor shall, at City’s expense, comply with the order and take all reasonable steps to minimize costs allocable to the Work covered by the Suspension Order. During the Suspension or extension of the Suspension, if any, City shall either cancel the Suspension Order or, by Change Order, delete the Work covered by the Suspension Order. If a Suspension Order is canceled or expires, Contractor shall resume and continue with the Work. A Change Order will be issued to cover any adjustments of the Contract Sum or the Contract Time necessarily caused by such suspension. A Suspension Order shall not be the exclusive method for City to stop the Work. 15.4.2 Suspension for Cause. In addition to all other remedies available to City, if Contractor fails to perform or correct work in accordance with the Contract Documents, City may immediately order the Work, or any portion thereof, suspended until the cause for the suspension has been eliminated to City’s satisfaction. Contractor shall not be entitled to an increase in Contract Time or Contract Price for a suspension occasioned by Contractor’s failure to comply with the Contract Documents. City’s right to suspend the Work shall not give rise to a duty to suspend the Work, and City’s failure to suspend the Work shall not constitute a defense to Contractor’s failure to comply with the requirements of the Contract Documents. 15.5 Termination Without Cause. City may, at its sole discretion and without cause, terminate this Construction Contract in part or in whole upon written notice to Contractor. Upon receipt of such notice, Contractor shall, at City’s expense, comply with the notice and take all reasonable steps to minimize costs to close out and demobilize. The compensation allowed under this Paragraph 15.5 shall be the Contractor’s sole and exclusive compensation for such termination and Contractor waives any claim for other compensation or Losses, including, but not limited to, loss of anticipated profits, loss of revenue, lost opportunity, or other consequential, direct, indirect or incidental damages of any kind resulting from termination without cause. Termination pursuant to this provision does not relieve Contractor or its sureties from any of their obligations for Losses arising from or related to the Work performed by Contractor. Invitation for Bid (IFB163851) Package 15 Rev. April 20, 2015 CONSTRUCTION CONTRACT 15.5.1 Compensation. Following such termination and within forty‐five (45) Days after receipt of a billing from Contractor seeking payment of sums authorized by this Paragraph 15.5.1, City shall pay the following to Contractor as Contractor’s sole compensation for performance of the Work : .1 For Work Performed. The amount of the Contract Sum allocable to the portion of the Work properly performed by Contractor as of the date of termination, less sums previously paid to Contractor. .2 For Close‐out Costs. Reasonable costs of Contractor and its Subcontractors: (i) Demobilizing and (ii) Administering the close‐out of its participation in the Project (including, without limitation, all billing and accounting functions, not including attorney or expert fees) for a period of no longer than thirty (30) Days after receipt of the notice of termination. .3 For Fabricated Items. Previously unpaid cost of any items delivered to the Project Site which were fabricated for subsequent incorporation in the Work. .4 Profit Allowance. An allowance for profit calculated as four percent (4%) of the sum of the above items, provided Contractor can prove a likelihood that it would have made a profit if the Construction Contract had not been terminated. 15.5.2 Subcontractors. Contractor shall include provisions in all of its subcontracts, purchase orders and other contracts permitting termination for convenience by Contractor on terms that are consistent with this Construction Contract and that afford no greater rights of recovery against Contractor than are afforded to Contractor against City under this Section. 15.6 Contractor’s Duties Upon Termination. Upon receipt of a notice of termination for default or for convenience, Contractor shall, unless the notice directs otherwise, do the following: (i) Immediately discontinue the Work to the extent specified in the notice; (ii) Place no further orders or subcontracts for materials, equipment, services or facilities, except as may be necessary for completion of such portion of the Work that is not discontinued; (iii) Provide to City a description in writing, no later than fifteen (15) days after receipt of the notice of termination, of all subcontracts, purchase orders and contracts that are outstanding, including, without limitation, the terms of the original price, any changes, payments, balance owing, the status of the portion of the Work covered and a copy of the subcontract, purchase order or contract and any written changes, amendments or modifications thereto, together with such other information as City may determine necessary in order to decide whether to accept assignment of or request Contractor to terminate the subcontract, purchase order or contract; (iv) Promptly assign to City those subcontracts, purchase orders or contracts, or portions thereof, that City elects to accept by assignment and cancel, on the most favorable terms reasonably possible, all subcontracts, purchase orders or contracts, or portions thereof, that City does not elect to accept by assignment; and (v) Thereafter do only such Work as may be necessary to preserve and protect Work already in progress and to protect materials, plants, and equipment on the Project Site or in transit thereto. Upon termination, whether for cause or for convenience, the provisions of the Contract Documents remain in effect as to any Claim, indemnity obligation, warranties, guarantees, Invitation for Bid (IFB163851) Package 16 Rev. April 20, 2015 CONSTRUCTION CONTRACT submittals of as‐built drawings, instructions, or manuals, or other such rights and obligations arising prior to the termination date. SECTION 16 CONTRACTOR'S RIGHTS AND REMEDIES. 16.1 Contractor’s Remedies. Contractor may terminate this Construction Contract only upon the occurrence of one of the following: 16.1.1 For Work Stoppage. The Work is stopped for sixty (60) consecutive Days, through no act or fault of Contractor, any Subcontractor, or any employee or agent of Contractor or any Subcontractor, due to issuance of an order of a court or other public authority other than City having jurisdiction or due to an act of government, such as a declaration of a national emergency making material unavailable. This provision shall not apply to any work stoppage resulting from the City’s issuance of a suspension notice issued either for cause or for convenience. 16.1.2 For City's Non‐Payment. If City does not make pay Contractor undisputed sums within ninety (90) Days after receipt of notice from Contractor, Contractor may terminate the Construction Contract (30) days following a second notice to City of Contractor’s intention to terminate the Construction Contract. 16.2 Damages to Contractor. In the event of termination for cause by Contractor, City shall pay Contractor the sums provided for in Paragraph 15.5.1 above. Contractor agrees to accept such sums as its sole and exclusive compensation and agrees to waive any claim for other compensation or Losses, including, but not limited to, loss of anticipated profits, loss of revenue, lost opportunity, or other consequential, direct, indirect and incidental damages, of any kind. SECTION 17 ACCOUNTING RECORDS. 17.1 Financial Management and City Access. Contractor shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Construction Contract in accordance with generally accepted accounting principles and practices. City and City's accountants during normal business hours, may inspect, audit and copy Contractor's records, books, estimates, take‐offs, cost reports, ledgers, schedules, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to this Project. Contractor shall retain these documents for a period of three (3) years after the later of (i) Final Payment or (ii) final resolution of all Contract Disputes and other disputes, or (iii) for such longer period as may be required by law. Invitation for Bid (IFB163851) Package 17 Rev. April 20, 2015 CONSTRUCTION CONTRACT 17.2 Compliance with City Requests. Contractor's compliance with any request by City pursuant to this Section 17 shall be a condition precedent to filing or maintenance of any legal action or proceeding by Contractor against City and to Contractor's right to receive further payments under the Contract Documents. City many enforce Contractor’s obligation to provide access to City of its business and other records referred to in Section 17.1 for inspection or copying by issuance of a writ or a provisional or permanent mandatory injunction by a court of competent jurisdiction based on affidavits submitted to such court, without the necessity of oral testimony. SECTION 18 INDEPENDENT PARTIES. 18.1 Status of parties. Each party is acting in its independent capacity and not as agents, employees, partners, or joint ventures’ of the other party. City, its officers or employees shall have no control over the conduct of Contractor or its respective agents, employees, subconsultants, or subcontractors, except as herein set forth. SECTION 19 NUISANCE. 19.1 Nuisance Prohibited. Contractor shall not maintain, commit, nor permit the maintenance or commission of any nuisance in connection in the performance of services under this Construction Contract. SECTION 20 PERMITS AND LICENSES. 20.1 Payment of Fees. Except as otherwise provided in the Special Provisions and Technical Specifications, The Contractor shall provide, procure and pay for all licenses, permits, and fees, required by the City or other government jurisdictions or agencies necessary to carry out and complete the Work. Payment of all costs and expenses for such licenses, permits, and fees shall be included in one or more Bid items. No other compensation shall be paid to the Contractor for these items or for delays caused by non‐City inspectors or conditions set forth in the licenses or permits issued by other agencies. SECTION 21 WAIVER. 21.1 Waiver. A waiver by either party of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. Invitation for Bid (IFB163851) Package 18 Rev. April 20, 2015 CONSTRUCTION CONTRACT SECTION 22 GOVERNING LAW AND VENUE; COMPLIANCE WITH LAWS. 22.1 Governing Law. This Construction Contract shall be construed in accordance with and governed by the laws of the State of California, and venue shall be in a court of competent jurisdiction in the County of Santa Clara, and no other place. 22.2 Compliance with Laws. Contractor shall comply with all applicable federal and California laws and city laws, including, without limitation, ordinances and resolutions, in the performance of work under this Construction Contract. SECTION 23 COMPLETE AGREEMENT. 23.1 Integration. This Agreement represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This Agreement may be amended only by a written instrument, which is signed by the parties. SECTION 24 SURVIVAL OF CONTRACT. 24.1 Survival of Provisions. The provisions of the Construction Contract which by their nature survive termination of the Construction Contract or Final Completion, including, without limitation, all warranties, indemnities, payment obligations, and City’s right to audit Contractor’s books and records, shall remain in full force and effect after Final Completion or any termination of the Construction Contract. SECTION 25 PREVAILING WAGES. This Project is not subject to prevailing wages. Contractor is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7, if the public works contract does not include a project of $25,000 or less, when the project is for construction work, or the contract does not include a project of $15,000 or less, when the project is for alteration, demolition, repair, or maintenance (collectively, ‘improvement’) work. Or Contractor is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the Purchasing Division’s office of the City of Palo Alto. Contractor shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. Invitation for Bid (IFB163851) Package 19 Rev. April 20, 2015 CONSTRUCTION CONTRACT SECTION 26 NON‐APPROPRIATION. 26.1 Appropriations. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that the City does not appropriate funds for the following fiscal year for this event, 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 Construction Contract 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 27 AUTHORITY. 27.1 Representation of Parties. The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. SECTION 28 COUNTERPARTS 28.1 Multiple Counterparts. This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. SECTION 29 SEVERABILITY. 29.1 Severability. In case a provision of this Construction Contract is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected. SECTION 30 STATUTORY AND REGULATORY REFERENCES. 30.1 Amendments to Laws. With respect to any amendments to any statutes or regulations referenced in these Contract Documents, the reference is deemed to be the version in effect on the date that the Contract was awarded by City, unless otherwise required by law. SECTION 31 WORKERS’ COMPENSATION CERTIFICATION. 31.1 Workers Compensation. Pursuant to Labor Code Section 1861, by signing this Contract, Contractor certifies as follows: “I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self‐insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work on this Contract.” Invitation for Bid (IFB163851) Package 20 Rev. April 20, 2015 CONSTRUCTION CONTRACT SECTION 32 DIR REGISTRATION AND OTHER SB 854 REQUIREMENTS. 32.1 General Notice to Contractor. City requires Contractor and its listed subcontractors to comply with the requirements of SB 854. 32.2 Labor Code section 1771.1(a) City provides notice to Contractor of the requirements of California Labor Code section 1771.1(a), which reads: “A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contactor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.” 32.3 DIR Registration Required. City will not accept a bid proposal from or enter into this Construction Contract with Contractor without proof that Contractor and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. 32.4 Posting of Job Site Notices. City gives notice to Contractor and its listed subcontractors that Contractor is required to post all job site notices prescribed by law or regulation and Contractor is subject to SB 854‐compliance monitoring and enforcement by DIR. 32.5 Payroll Records. City requires Contractor and its listed subcontractors to comply with the requirements of Labor Code section 1776, including: (i) Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, Contractor and its listed subcontractors, in connection with the Project. (ii) The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of Contractor and its listed subcontractors, respectively. (iii) At the request of City, acting by its project manager, Contractor and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of City’s request. City requests Contractor and its listed subcontractors to submit the certified payroll records at the end of each week during the Project. Invitation for Bid (IFB163851) Package 21 Rev. April 20, 2015 CONSTRUCTION CONTRACT (iv) If the certified payroll records are not produced to the project manager within the 10‐day period, then Contractor and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and City shall withhold the sum total of penalties from the progress payment(s) then due and payable to Contractor. This provision supplements the provisions of Section 15 hereof. (v) Inform the project manager of the location of contractor’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records. IN WITNESS WHEREOF, the parties have caused this Construction Contract to be executed the date and year first above written. CITY OF PALO ALTO ____________________________ Purchasing Manager City Manager APPROVED AS TO FORM: ____________________________ Senior Asst. City Attorney APPROVED: ____________________________ Public Works Director CONTRACTOR By:___________________________ Name:________________________ Title:__________________________ Date: _________________________ PUBLIC WORKS DEPARTMENT ENGINEERING SERVICES DIVISION (CIP: PE-86070) PROJECT TITLE: FY17 PREVENTIVE MAINTENANCE PROJECT PART 8 PROJECT MAPS 4000 600 4000 700 600 3700 3800 3900 3800 300 3100 3300 4000 600 500 500 4200 4200 200 500 4100 41004100 4000 400 4100 3600 0 4100 4300 400 4200 200 0 4000 4200 300 200 300 200 4100 3800 100 3700 3700 3900 300 300 500 400400 600 3900 300 4100 4000 3800 700 200 200 3500 100 3400 3300 300 500 3800 500 700 700 2700 400 3100 200 3000 2800 2900 2600 100 2500 500 3200 300 400 3000 3100 600 31003000 3200 2900 3300 35003400 700 3400 3800 3900 900 800 3600 900 4000 900 3600 3700 3800800 700 3300 3100 3200 700 3200 3400 900 3600 3400 3500 1100 3700 1000 1000 2900 800 800 2800 700 2700 2800 2900 3000 900 700 800 2600 800 800 3100 900 3100 3300 3400 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1800 800 1300 1200 800 1200 1200 1400 1100 1100 600 700 1100 1300 1300 1800 0 500 800 1500 900 700 1400 1000 1300 1100 1200 800 900 800 1700 1600 1700 1800 500 700 1400 1500 1400 600 1500 1600 1600 500 500 1400 2000 2400 2500 2000 2100 1800 2000 400 35003400 3200 2200 2200 2500 2800 1100 3200 3400 3700 3700 600 4100 2000 1900 600 2500 3900 300 400 3600 3600 27002600 3900 3200 1700 3300 2600 2700 2800 3100 3200 2200 2200 2000 2200 2000 2200 200 400 600 800 2900 2900 3700 800 3300 1200 2400 900 1000 1100 2600 1800 3800 700 600 2200 2000 400 3100 800 900 700 3000 1500 400 2300 1000 1300 600 800 700 2700 3000 2800 3200 4100 2100 3400 3700 3100 37001000 10001100 400 4200400 400 400 400 42004200 4200 1100 3100 31003200 3200 3100 31003200 3200 1100 1100 11001100 1100 800 800 1100 800 3300 3400 4300400 400 400 35003400 2400 2500 2600 2400 2500 2600 2400 2500 2600 1500 1400 1400 MoanaCourt Wallis Ct Donald Drive Encina Grande Drive Cereza Drive Los Robles Avenue Villa Vera Verdosa Drive Campana Drive Solana Drive Georgia Ave Ynigo Way Driscoll Ct ngArthur'Maybell Way Maybell Avenue Frandon Ct Florales Drive Georgia Avenue Amaranta Avenue Amaranta Ct MirandaGreen Foothill Expressway Ki sCourt Terman Drive Baker Avenue Vista Avenue Wisteria Ln Pena Ct Coulombe Drive Cherry Oaks Pl Pomona Avenue Arastradero Road Abel Avenue Clemo Avenue Villa Real El Camino Way Curtner Avenue Ventura Avenue Maclane Emerson Street Ventura Ct Park Boulevard Magnolia Dr South El Camino Real Cypress Lane GlenbrookD Fairmede Avenue Arastradero RoadIrven Court Los Palos Cir LosPalosPl Maybell Avenue Alta Mesa Ave Kelly Way Los Palos Avenue Suzanne Drive Suzanne Drive rive El Camino Real Suzanne CtLorabelle Ct McKellar Lane El Camino Way James Road Maclane Second Street Wilkie Way Camino CtWest Meadow Drive Thain Way Barclay Ct Victoria Place Interdale Way West Charleston Road Tennessee LaneWilkie Way Carolina Lane Tennessee Lane Park Boulevard Wilkie Ct Davenport Way Alma Street Roosev Monroe Drive Wilkie Way Whitclem PlWhitclem Drive Duluth Circle Edlee Avenue Dinah's Court Cesano Court Monroe DriveMiller Avenue Whitclem Wy Whitclem Ct Ferne Avenue Ben Lomond Drive Fairfield Court Ferne Avenue Ponce Drive HemlockCourt Ferne Court Alma Street Monroe Drive San Antonio Avenue NitaAvenue Ruthelma Avenue Darlington Ct Charleston Road LundyLane Newberry Ct Park Boulevard George Hood Ln Alma Street eltCircle LinderoDrive Wright Place StarrKingCircle Shasta Drive Mackay DriveDiablo Court Scripps Avenue Scrip p s C o u r t Nelson Drive Tioga C o u rt Creekside Drive Gree n m e a d o w W a y Ben L o m o n d D r i v e Par k s i d e D r i v e Dixon Place Ely Place Dake Avenue Ferne Avenue San Antonio Court (Private) ChristopherCourt CalcaterraPlace Ely Place Ely Place Adobe PlaceNelson Court ByronStreetKeats CourtMiddlefield Road Duncan Place Carlson Court Duncan Place Mumford Place Charleston Road San Antonio Avenue East Meadow Drive Emerson Street Court BryantStreet RooseveltCircle RamonaStreet CarlsonCircleRedwoodCircleSouth Leghorn Street Montrose AvenueMaplewood Charleston Ct Charleston Road Seminole Way Sutherland Drive Nelson Drive El Capitan Place Fabian Street Loma Verde Avenue Bryson Avenue Midtown Court Cowper Street Gary Court Waverley Street South Court Bryant Street Ramona Street Alma Street Coastland Drive Colorado Avenue Byron Street Middlefield Road Gaspar Court Moreno Avenue Coastland Drive El Carmelo Avenue RosewoodD Campesino Avenue Dymond Ct Martinsen Ct Ramona Street Bryant Street Towle Way Towle Place Wellsbury Ct AvalonCourt FlowersLane Mackall Way Loma Verde Avenue KiplingStreet Cowper Street South Court Waverley Street El Verano Avenue Wellsbury Way La Middlefield Road St Claire Drive Alger Drive Ashton Avenu e St Michael Drive St Michael Drive Maureen Avenue Cowper Court Rambow Drive East Meadow Drive Ashton Court Murdoch Drive CowperStreet Murdoch Ct St Michael Court MayCourt Mayview Avenue Middlefield Road Ensign Way Bibbits DriveGailen Ct Gailen Avenue Grove Avenue San Antonio Avenue Commercial Street Industrial Avenue Bibbits Drive Charleston Road Fabian Way T East Meadow Drive Grove Avenue Christine Drive Corina Way Ross RoadCorina Way Louis Road Nathan Way Transport Street Ortega CourtEast Meadow Drive yneCourt alisman Loma Verde Avenue Allen Court Ross Court Loma Verde Pl Ames Avenue Richardson Court Holly Oak Drive Ames Avenue CorkOakWay Middlefield Road Ames Ct Ames Avenue Ross Road Rorke Way RorkeWay Stone Lane Toyon Place Torreya Court Lupine Avenue Thornwood Drive DriftwoodDrive Talisman Drive Arbutus Avenue Ross Road Louis Road Aspen Way Evergreen Drive East Meadow Drive Corporation Way Elwell Court Janice Way East Meadow Circle East Meadow Circle GreerRoad Bayshore Freeway rive Ellsworth Place San Carlos Court Wintergreen Way SutterAvenue Sutter Avenue Clara Drive Price CourtStern Avenue Colorado Avenue Randers Ct Ross Road Sycamore Drive Sevyson Ct Stelling Drive Ross Road David Avenue MurrayWay Stelling Drive Stelling Ct ManchesterCourt Kenneth Drive ThomasDrive GreerRoad Stockton Place Vernon Terrace Louis Road Janice Way Thomas Drive Kenneth Drive Loma Verde Avenue CliftonCourt ElbridgeWay Clara Drive BautistaCourtStockton Place Morris Drive Maddux Drive Piers Ct Louis Road Moraga Ct Coyote HillRoad Hillview Avenue Porter Drive Hillview Avenue Hanover Street Foothill Expressway Arastradero Road Miranda Avenue Stanford Avenue Amherst Street Columbia Street Bowdoin Street Dartmouth Street Hanover StreetCollege Avenue California Avenue Hanover Street Ramos Way (Private) Page Mill Road Hansen Way Hanover Street Old Adobe Road Old Trace Court Arastradero Road Miranda Avenue MockingbirdLane OldTraceRoad Manuela Way RobbRoad Manuela Court Mesa Avenue Oak Hill Avenue Manuela Avenue Miranda Avenue Laguna Ct Barron Avenue Josina Avenue Kendall Avenue Tippawingo St Julie CtMatadero Avenue Ilima Way Ilima Court Laguna Oaks Pl Carlitos Ct La Calle Laguna Avenue ElCerrit Paradise Way Roble Ridge (Private) LaMataWay Chimalus Drive Matadero Avenue oRoad Paul AvenueKendall AvenueWhitsell Avenue Barron Avenue Los Robles Avenue Laguna Way ShaunaLane La Para Avenue San Jude Avenue El Centro Street Timlott La Jennifer Way Magnolia Dr North La Donna Avenue LosRoblesAvenue Rinc Manzana Lane onCircle MesaCourt Crosby Pl Georgia Avenue Hubbartt Drive Willmar Drive Donald Drive Arastradero Road Foothill Expressway Miranda Avenue La Para AvenueSan Jude Avenue Magnolia Drive Military Way Arbol Drive Orme Street Fernando Avenue Matadero Avenue Lambert Avenue Hansen Way El Camino Real Margarita Avenue Matadero Avenue Wilton Avenue Oxford Avenue Harvard Street California Avenue Wellesley Street Princeton Street Oberlin Street Cornell Street Cambridge Avenue College Avenue Williams Street Yale Street Staunton Court Oxford AvenueEl Camino Real Churchill Avenue Park Boulevard Park Avenue Escobita Avenue Churchill Avenue Sequoia Avenue Mariposa Avenue Castilleja Avenue Miramonte Avenue Madrono Avenue Portola Avenue Manzanita Avenue Coleridge Avenue Leland Avenue Stanford Avenue Birch Street Ash Street Lowell Avenue Alma StreetTennyson Avenue Grant Avenue Sheridan Avenue Jacaranda Lane El Camino Real Sherman Avenue Ash Street Page Mill Road Mimosa Lane Chestnut Avenue Portage Avenue Pepper Avenue Olive Avenue Acacia Avenue Emerson Street Park Boulevard Orinda StreetBirch Street Ash Street Page Mill Road Ash Street Park Boulevard College Avenue Cambridge Avenue New Mayfield LaneBirch Street California Avenue Park BoulevardNogal Lane Rinconada Avenue Santa Rita Avenue Park Boulevard Seale Avenue Washington Avenue Santa Rita Avenue WaverleyStree Bryant Street High Street Emerson Street Colorado Avenue Street Emerson Street Ramona Street Bryant Street South Court El Dorado Avenue Alma Street Alma Street HighStreet t Emerson Waverley Oaks Washington Avenue Bryant Street South Court Waverley Street Emerson Street Nevada Avenue North California Avenue Santa Rita Avenue Ramona Street High Street North California Avenue Oregon Expressway Marion Avenue Ramona Street Colorado Avenue Waverley Street Kipling Street South Court Cowper Street Anton Court Nevada Avenue Tasso StreetTasso Street Oregon Avenue Marion Pl Webster Street Middlefield Road Ross Road Warren Way El Cajon Way Embarcadero Road Primrose Way Iris Way Tulip LaneTulip Lane Garland Drive Louis Road Greer Road Morton Street Greer Road Hamilton Avenue Hilbar Lane Alannah Ct Edge Rhodes Drive Marshall Drive Fieldin Moreno Avenue MarshallDrive Dennis Drive Agnes Way Oregon AvenueBlair Court Santa Ana Street Elsinore DriveElsinore Court El Cajon Way Greer Road North California Avenue gDrive Colorado Avenue Sycamore Drive Amarillo Avenue VanAukenCircle Bruce Drive Colonial Lane Moreno Avenue Celia Drive Burnham Way Greer Road Indian Drive Elmdale Pl C Tanland Drive Moreno Avenue Amarillo Avenue West Bayshore Road Sandra Place Clara Drive Colorado Avenue Greer Road Colorado Avenue Simkins Court Otterson Ct Higgins Place Lawrence Lane Maddux Drive Genevieve Ct MetroCircle MoffettCircle Greer Road East Bayshore Road ardinalWay Santa Catalina Street ArrowheadWayAztec Way Chabot TerraceOregon Avenue Carmel Drive SierraCourt StFrancisDrive West Bayshore Road Tanland Drive East Bayshore Road woodDrive Edgewood Drive WildwoodLane Ivy Lane East Bayshore Road St Francis Drive Wildwood Lane Watson Court Laura Lane Sandalwood Ct O'Brine Lane (Private) Embarcadero Road FaberPlace Embarcadero Road Geng Road Embarcadero Way Sand Hill Road Quarry Road Welch Road Arboretum Road Quarry Road Sand Hill Road Homer Avenue Lane 8 West Medical Foundation Way Lane 7 West Lane 7 East Embarcadero Road Encina Avenue El Camino Real Urban Lane Wells Avenue Forest Avenue High Street Emerson Street Channing Avenue Alma StreetAlma Street PaloAltoA El Camino Real venue Mitchell Lane Hawthorne Avenue Everett Avenue Lytton Avenue Lane 15 E High Street Alma Street Bryant Street Lane 6 E Lane 11 W Lane 21 High Street Gilman Street Hamilton Avenue University Avenue Bryant Court Lane 30 Florence Street Kipling Street Tasso Street Cowper Street Ruthven Avenue Hawthorne Avenue Lane 33 PaloAltoAvenue Everett Avenue Poe Street Waverley Street Tasso Street Cowper Street Palo Alto Avenue Webster Street Everett Court Lytton Avenue Byron Street Fulton Street Middlefield Road Churchill Avenue Lowell Avenue Seale Avenue Tennyson Avenue Melville Avenue Cowper Street Tasso Street Webster Street Byron Street North California Avenue Coleridge AvenueWaverley Street Bryant Street Emerson Street Kellogg Avenue Kingsley Avenue Portal Place Ross Road Oregon Avenue Garland Drive Lane A West Lane B West Lane B East Lane D West Lane 59 East Whitman Court Kellogg Avenue Embarcadero Road Kingsley Avenue Lincoln Avenue Addison Avenue Lincoln Avenue Forest Avenue Downing Lane Homer Avenue Lane D East Lane 39 Lane 56 Hamilton Avenue Webster Street Waverley Street Kipling Street Bryant Street Ramona Street Addison Avenue Scott Street Byron Street Palo Hale Street Seneca Street Lytton Avenue Guinda StreetPaloAltoAvenue Fulton Street Middlefield Road Forest Avenue Webster Street Kellogg Avenue Middlefield Road Byron Street Webster Street Cowper Street Tasso Street Cowper Street Addison Avenue Lincoln Avenue Boyce Avenue Forest Avenue Hamilton Avenue Homer Avenue Guinda Street Middlefield Road Channing Avenue AltoAvenue Chaucer Street Chaucer Street University Avenue Channing Avenue Addison Avenue Lincoln Avenue Regent Pl Guinda Street Lincoln Avenue Fulton Street Melville Avenue Byron Street Kingsley Avenue Melville Avenue Hamilton Avenue Hamilton Court Forest Avenue Forest Ct Marlowe Street Maple Street Palm Street Somerset Pl Pitman Avenue Fife Avenue Forest AvenueDana Avenue Lincoln AvenueUniversity Avenue Coleridge Avenue Lowell Avenue Fulton Street Cowper Street Tennyson Avenue Seale Avenue Northampton Drive West Greenwich Pl Middlefield Road Newell Road Guinda Street East Greenwich Pl Southampton Drive Webster Street Kirby Pl Kent PlaceTevis Pl Martin Avenue Center Drive Harriet Street Wilson Street Cedar Street Harker AvenueGreenwood Avenue Hutchinson Avenue Channing Avenue Hopkins Avenue Embarcadero Road Ashby Drive Dana AvenueHamilton Avenue Pitman Avenue Southwood Drive WestCrescentDrive CrescentDrive University Avenue Center Drive EastCrescen Arcadia Place Louisa Court Newell Pl Sharon Ct Erstwild Court Walter Hays Drive Walnut DriveNe well Road Parkinson Avenue Pine Street Mark Twain Street Louis Road Barbara Drive Primrose Way Iris Way Embarcadero Road Walter Hays Drive Lois LaneJordan Pl Lois Lane Heather Lane Bret Harte Street Stanley Way De Soto Drive De Soto Drive Alester Avenue Walter Hays Drive Channing Avenue Iris Way tDrive Dana Avenue Hamilton Avenue Newell Road Kings Lane EdgewoodDrive Island Drive Jefferson Drive JacksonDrive Patricia Lane Madison Way EdgewoodDrive Ramona Street Addison Avenue Channing Avenue Waverley Street Tennyson Avenue Seale Avenue Middlefield Road Byron Street Webster Street Marion Avenue Welch Road Sedro Lane Peral Lane McGregor Way Monroe Drive Silva Avenue Silva Court Miller Court Briarwood Way Driscoll Place Paulsen Ln Community Lane Lane 15 E Court Madeline Ct Arroyo Ct David Ct Green Ct Oregon Expressway Oregon Expressway Sheridan Avenue Page Mill Road Page Mill Road Foothill Expressway Miranda Avenue Foothill Expressway Miranda AvenueFoothill Expressway Cerrito Way Emerson Street Miranda Avenue Lane 20 WLane 20 E Oregon Expressway University Avenue Jacob's Ct CalTrain ROW CalTrain ROW CalTrain ROW CalTrain ROW Emerson Street Waverley Street Kipling Street Clark Way Durand Way Sand Hill RoadSwain Way Clark Way Mosher Way Charles Marx Way Orchard Lane Vineyard Lane Oak Road Sand Hill Road Sand Hill Road Sand Hill Road Hillview Avenue Lane 66 Bryant Street Ramona Street Blake Wilbur Drive West Charleston Road Bayshore Freeway Bayshore Freeway Bayshore FreewayWest Bayshore Road East Bayshore Road East Bayshore Road East Bayshore RoadWest Bayshore Road East Bayshore RoadBayshore FreewayBayshore FreewayFabian Way Bayshore Freeway Bayshore Freeway Palo Road Shopping Center Way Shopping Center Way Shopping Center Way London Plane Way Plum Lane Sweet Olive Way Pear Lane Lane 66 La Selva Drive Grove Ct Miranda Court Stanford Avenue Lane 12 W Lane 5 E Lasuen Street Serra Mall Escondido Road Olmsted Road Phillips Road Pistache Place Santa Ynez Street Lane B Lane C El Dorado Avenue Oak Creek Drive Clara Drive Bellview Dr Everett Avenue Homer Avenue La Calle SAN ANTONIO AVENUE Matadero Ave Colorado Pl Los Robles Avenue Timlott Ct Vista Villa PaloAltoAvenue Lane La Donna Avenue Cass Way Kenneth Drive Fabian Way Page Mill Road Middlefield RoadChristine Drive Louis Road Charleston Road Bayshore FreewayBayshore Freeway Chimalus Drive Hanover Street Community Lane Greenwood Avenue Harker Avenue Parkinson Avenue AvenueMaplewood Pl Mackay Drive Santa Teresa Lane Byron Street Varian Way Quail Dr Quail Dr Paloma Dr Paloma Dr Trinity Ln Heron Wy Feather LnStanislaus Ln Tuolumne Ln Plover Ln Sandpiper Ln Curlew Ln Mallard LnEgret Ln Klamath Ln Deodar StAlder LnSpruce Ln Rickey's Ln Juniper Way Rickey's Wy Rickey's Wy Rickey's Wy Juniper Lane Emerson Street Boronda Lane Tahoe Lane Lake Avenue Donner Lane Almanor Lane Fallen Leaf Street Berryessa Street Cashel St Noble StHettinger Ln Pratt Ln Emma Court Galvez Mall Federation Way Abrams Court Allardice Way Alta Road Alvarado Ct Alvarado Row Angell Court Arguello Way Arguello Way Avery Mall Ayrshire Farm Lane Barnes Court Bonair Siding Bowdoin Street Cabrillo Avenue Cabrillo Avenue Campus Drive Campus Drive Campus Drive Campus Drive Campus Drive Campus Drive Campus Drive Campus Drive Campus Drive Campus Drive Campus Drive Campus Drive Campus Drive Campus Drive Capistrano Way Casanueva Place Cathcart Way Cedro Way Cedro Way Churchill Mall Comstock Circle Aboretum Road Aboretum Road Blackwelder Court Campus Drive Cathcart Way Constanzo Street Cooksey Lane Coronado Avenue Cottrell Way Cottrell Way Cowell Ln Crothers Way Dolores Street Dolores Street Dudley Lane Duena Street Electioneer Road Escondido Mall Escondido Mall Escondido Road Escondido Road Escondido Road Esplanada Way Estudillo Road Fremont Road Frenchmans Road Frenchmans Road Galvez Mall Alvarado Row Galvez Street Galvez Street Galvez Street Gerona Road Gerona RoadEl Escarpado Gerona Road Hoskins Court Hulme Court Jenkins Court d Junipero Serra Boulevard Junipero Serra Boulevard Junipero Serra Boulevard Knight Way Lagunita Drive Lane L Lane W Lasuen Mall Lasuen Mall Lasuen Mall Lasuen Street Lathrop Drive Lathrop Drive Lathrop Place Lathrop Drive Links Road Links Road Lomita Drive Lomita Drive Lomita Drive Lomita Drive Lomita Drive Lomita Court Lomita Mall Los Arboles Avenue Masters Mall Mayfield Avenue Mayfield Avenue Mayfield Avenue Mayfield Avenue Mayfield Avenue Mayfield Avenue McFarland Court Mears Court Mears Court Memorial Way Mirada AvenueMirada Avenue Museum Way N Service Road N Tolman Ln Nelson MallNelson Road North-South Axis Oberlin StComstock Circle Escondido Mall Olmsted Road Olmsted Road Olmsted Road Olmsted Road Olmsted Road Palm Drive Palm Drive Pampas Lane Panama Mall Panama Mall Panama Street Panama Street Pearce Mitchell Pl Peter Coutts Circle Peter Coutts Road Peter Coutts Road Pine Hill Court Pine Hill Road Quarry Extension Quarry Road Quillen Ct Raimundo Way Raimund o Way Raimundo Way Roble Drive Rosse Lane Roth Way Roth Way Roth Way Running Farm Lane Ryan Court S Service Road S Tolman Ln Salvatierra Street Salvatierra St Salvatierra Walk Samuel Morris Wy San Francisco Terrace San Francisco Court San Juan St San Juan St San Rafael Pl Santa Fe Avenue Santa Maria Avenue Santa Teresa Street Santa Teresa Street Santa Ynez Street Searsville Road Sequoia Wy Serra Mall Serra Street Serra Street Serra Street Sonoma Terrace Stanford Avenue Stanford Avenue Stock Farm Road Thoburn Court Tolman Drive Valdez Place Valparaiso Street Vernier Place Via Ortega Via PalouVia Pueblo Mall Welch Road Wellesley St Wilbur Way Wing Place Yale St Alma Street Alma Street Alma Street Alma Street Alma Street Hawthorne Avenue Lytton Avenue Nathan Abbott Way Sam McDonald Road Sam McDonald Mall Bowdoin Lane Arguello Way Governors Avenue Governors Avenue Governors Avenue S Governors Lane Pasteur Drive Lagunita Drive Alma Village Lane Alma Village Circle Reservoir Road ad Ryan Lane O'Connor Lane Gene Ct Brassinga Ct Cole Ct Birch Street Arboretum Road Welch Road Pasteur Drive Pasteur Drive Campus Drive South Court Parking LotStanford Palo AltoPlaying Fields Greer Road Greer Road Louis Road Middlefield Road Cowper Street Colorado Avenue Greer Road Waverly Street Embarcadero Road Bryant Street Ramona Street Colorado Avenue Emerson Street High Street Lot O Lot F North California Avenue Ilima Way Miranda Green Street Miranda Court Miranda Avenue Park BoulevardPark Boulevard McGregor Way Manzana Lane Greer Road Parking LotFire Station 2 Miranda Avenue Ilima Court Hansen Way Hansen Way Elmdale Place Louis Road Cowper Street Cowper Street Los Robles Avenue This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. Legend abc Microsurface 1 abc Microsurface 2 0'3152' FY 1 7 P R E V E N T MA I N T E N A N C E M A P CITY O F PALO A L TO IN C O R P O RATE D C ALIFOR N IA P a l o A l t oT h e C i t y o f A P RIL 16 1894 The City of Palo Alto assumes no responsibility for any errors. ©1989 to 2016 City of Palo Alto jhay, 2016-04-27 17:00:11 (\\cc-maps\gis$\gis\admin\Personal\jhay.mdb) 700 600 600 500 400 300 200 100 100 200 100 400 300 300 200 700 300 600 200 100 600 200 100 500 300 500 400 300 300 400 200 400 500400 200 400 100 100 300 200 300 80 700600 700 400 700 700 600 600 500 400 300 200 100 100 200 100 400 300 300 200 700 300 600 200 100 600 200 100 500 300 500 400 300 300 400 200 400 500400 200 400 100 100 300 200 300 80 700600 700 400 700 Qua r ry R oad Homer Avenue Lane Medical Foundation Way Lane 7 West Lane 7 East El Camino Real Urban Wells Avenue Forest Avenue High Emers Alma Pa l o A l t o A El Camino Real venue Mitchell Lane Hawthorne Avenue Everett Avenue Lytton Avenue Lane 15 E High Street Alma Street Bryant Street Lane 6 E Lane 11 W La n e 21 High Street Gilman Street Hamilt on Avenue U Br yant Court Lane 30 Florence Street Kipling Street Cowper Street Ru t h v e n A v e n u e Ha Lane 33 Pal o Al t o A v e n ue Poe Street Waverley Street Cowper Street Palo Alto Avenue Downing Lane HH Waverl Kiplin Bryan Ramo Cowper Ramona Street Paul sen Ln Lane 15 E Lane 20 W Lane 20 E University Avenue Emerson Street Waverley Street Kipling Street Sand Hill Road Bryant Street Ramona Street Shopping Center Way Lane 12 W Lane 5 E Pista c he P lac e Everett Avenue Hom er Aven u e Emerson Street Alma Street Hawthorne Avenue Lytton Avenue Lot O Lot F This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. Legend abc Microsurface 1 abc Microsurface 2 0'463' FY 1 7 P R E V E N T MA I N T E N A N C E M A P CITY O F PALO A L TO IN C O R P O RATE D C ALIFOR N IA P a l o A l t oT h e C i t y o f A P RIL 16 1894 The City of Palo Alto assumes no responsibility for any errors. ©1989 to 2016 City of Palo Alto jhay, 2016-04-27 16:46:55 (\\cc-maps\gis$\gis\admin\Personal\jhay.mdb) 900 900 4200 700 4100 600 4100 600 900 900 4200 700 4100 600 4100 600 Moana Cour t Wallis Ct G e o rgia A v e Yng Miranda Green Foothill Expressway oad Old Adobe Ro ad Old Trace Court Arastradero Road Mockingbird Lane Old Trace Ro ad M a nu ela W a y R o b b Ro ad M an u ela C ourt M esa Avenue O a k Hill A ve n u e M a n uela A ven u e Mira n da A venu e Me saCourt C ros by Pl Georgia Av enue H u b b artt Driv e r Drive Arastradero R oad Foothill Expressway Miranda Avenue A rroy o Ct Miranda Avenue Foothill Expressway Mira n da A ve nue Miranda Court Miranda Avenue Miranda Green Street Miranda Cou rt Miranda Avenue This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. Legend abc Microsurface 1 abc Microsurface 2 0'708' FY 1 7 P R E V E N T MA I N T E N A N C E M A P CITY O F PALO A L TO IN C O R P O RATE D C ALIFOR N IA P a l o A l t oT h e C i t y o f A P RIL 16 1894 The City of Palo Alto assumes no responsibility for any errors. ©1989 to 2016 City of Palo Alto jhay, 2016-04-27 16:48:36 (\\cc-maps\gis$\gis\admin\Personal\jhay.mdb) 30001200 2200 1400 2000 2000 2200 2000 2200 2200 1400 2600 900 600 600 3200 3300 3400 1200 600 800 2000 2100 2000 2200 2000 2100 2000 800 2200 2000 1000 2300 2000 2000 2500 400 2400 2700 500 300 400 3000 400 300 300 200 2200 2200 2000 2200 400 600 800 1200 2400 2200 3100 800 900 700 3000 600 800 700 3100 2400 2500 2600 1500 1400 1400 30001200 2200 1400 2000 2000 2200 2000 2200 2200 1400 2600 900 600 600 3200 3300 3400 1200 600 800 2000 2100 2000 2200 2000 2100 2000 800 2200 2000 1000 2300 2000 2000 2500 400 2400 2700 500 300 400 3000 400 300 300 200 2200 2200 2000 2200 400 600 800 1200 2400 2200 3100 800 900 700 3000 600 800 700 3100 2400 2500 2600 1500 1400 1400 Columbia Street Dartmouth Street Hanover Street College Avenue Californ ia Avenue Hanover Street Ramos Way (Private) Page Mill Road Hansen Way Hanover Street Tippawingo Chimalus Dr ive Fe rnando Ave nue Lambert Avenue Han sen Way El Camino Real Marga rit a Avenue Oxfor d Av en ue Harvard Street Calif orn ia Avenue Wellesley Street Princeton Street Oberlin Street Cornell Street Cam br idg e Av en u e Col le ge Avenue Williams Street Yale Street Staunton Court Oxfor d Av en u e El Camino Real Street h Street Gran t Avenu e Sheri d an Aven ue Jacaranda Lane El Camino Real Sherman Avenue Ash Street Page Mill Ro ad Mimosa Lane Portage Avenu e Pepper Avenue Olive Avenue Acacia Avenue Ash Street Pag Ash Street College Avenue Cambridge Avenue New Mayfield Lane Birch Street California Avenue Sedro Lane Peral Lane Lane 66 Stanford Avenue Mata Page Mill Road Ch imalus Drive Ha nover Street Road berlin St d Roa y St Birch Street Parking Lot Fire Station 2 Ha nsen Wa y Han se n Wa y Parking Lot Stanford Palo Alto Playing Fields This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. Legend abc Microsurface 1 abc Microsurface 2 0'613' FY 1 7 P R E V E N T MA I N T E N A N C E M A P CITY O F PALO A L TO IN C O R P O RATE D C ALIFOR N IA P a l o A l t oT h e C i t y o f A P RIL 16 1894 The City of Palo Alto assumes no responsibility for any errors. ©1989 to 2016 City of Palo Alto jhay, 2016-04-27 16:50:53 (\\cc-maps\gis$\gis\admin\Personal\jhay.mdb) 4000 600 4000 700 600 3700 3800 3900 3800 300 3100 3300 4000 600 500 500 4200 4200 200 500 4100 41004100 4000 400 4100 3600 4100 400 4200 4000 300 200 4100 3800 100 3700 39003500 100 3400 3700800 700 1000 800 600 3500 3800 3600 600 800 4000 4000 3900 3800 700 700 800 900 4000 1000 600 600 700 3800 3900 3300 3600 3700 200 3400 3400 3500 3000 500 500 3200 600 4100 3900 200 400 600 800 700 4100 400 4200 400 400 400 400 4200 4200 4200 330 0 430 4000 600 4000 700 600 3700 3800 3900 3800 300 3100 3300 4000 600 500 500 4200 4200 200 500 4100 41004100 4000 400 4100 3600 4100 400 4200 4000 300 200 4100 3800 100 3700 39003500 100 3400 3700800 700 1000 800 600 3500 3800 3600 600 800 4000 4000 3900 3800 700 700 800 900 4000 1000 600 600 700 3800 3900 3300 3600 3700 200 3400 3400 3500 3000 500 500 3200 600 4100 3900 200 400 600 800 700 4100 400 4200 400 400 400 400 4200 4200 4200 330 0 430 Wallis Ct D o n ald Driv e Encina Grande Drive Cereza Drive Los Robles Avenue Villa Vera Verdosa Drive Campana Drive Solana Drive G e orgia A v e Ynigo Way Driscoll Ct ng Ar t hur'Maybell Way Mayb ell Ave nue Frandon Ct Florales Drive Georgia A v enue Amaranta Avenue Amaranta Ct Ki s Cour t Terman Drive Baker Avenue Vista Ave nue Wisteria Ln Pena Ct Coulombe Drive Cherry Oaks Pl Pomona Avenue Arastradero Ro ad Abel Avenue Clemo Avenue Villa Re al El Camino Way Cu rtner Avenue Ventura Avenue Maclane Ventura Ct Park Boulevard Magnolia Dr South El Camino Real Cypress Lane GlenbrookD Fairmede Avenue Aras trade r o Ro adIrve n Court Los Palos Cir LosPalosPl Ma ybell Avenue Alta Mesa Ave Kelly Way Los Palos Avenue Suzanne Drive Suzanne Drive rive El Camino Real Suzanne Ct Lorabelle Ct McKellar Lane El Camino Way James Road Maclane Second Street Wilkie Way Camino CtWest Meadow Drive Thain Way Barclay Ct Victoria Place Interdale Way West Charleston Road Te nnessee Lane Wilkie Way Carolin a Lane Ten ne s see La n e Park Boulevard Wilkie Ct Davenport Way Alma Street Roose v Monroe Driv e Wilkie Way Whitclem Pl Whitclem Drive Duluth Circle Edlee Avenue Din ah's Court Whitclem Wy Whitclem Ct Alma Street Ruthelma Avenue Darlington Ct Lundy Newberry Ct Park Boulevard George Hood Ln Alma Street elt C LinderoD Starr Ki n g Ci Greenme Ely Plac Alma Street et Laguna Ct Barr on Av enue Jo sina Ave nue Kendall Avenue Tippawingo St Julie Ct Matadero A venue Ilima Way Ilima Court Laguna Oaks Pl Carlitos Ct La Calle Laguna Avenue El Cerrit Paradise Way Roble Ridge (Private) L a MataWay Chima lus D rive Matadero Avenue o Road Paul AvenueKendall AvenueWhitsell Avenue Barron Avenue Los Robles Avenue Laguna Way Shauna Lane La Para Avenue San Jude Avenue El Centro Street Timlott La Jennifer Way Magnolia Dr North La Donna Avenue LosRobles Avenue Rinc Manzana Lane on Circle C rosby Pl Georgia Avenue Hub bartt Driv e Willmar Drive Donald Drive La Para Avenue San Jude Avenue Magnolia Drive Military Way Arbol Drive Orme Street Fernando Avenue Matadero Avenue eal Margarita Avenue Matadero Avenue Wilton Avenue Chestnut Avenue Park Boulevard Orinda Street Birch Street McGregor Way Monroe Drive Driscoll Place Madeline Ct Cerrito Wa y Jacob's Ct CalTrain ROW CalTrain ROW Lane 66 West Charle ston Road Lane 66 La Selva Drive La Calle Matadero Ave Los Robles Avenue Timlott Ct Vista Villa Lane La Donna Avenue Cass Way Chimalus Drive Deodar StAlder Ln Spruce Ln Rickey's Ln Juniper Way Ricke y's Wy Rickey's Wy Rickey's Wy Juniper Lane Cashel St Noble StHettin ger Ln Pratt Ln Emma Court Alma Street Alma Village Circle Park BoulevardPark Boulevard McGregor Way Manzana Lane Los Ro bles Av enue Ilima Way Ilima Court This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. Legend abc Microsurface 1 abc Microsurface 2 0'847' FY 1 7 P R E V E N T MA I N T E N A N C E M A P CITY O F PALO A L TO IN C O R P O RATE D C ALIFOR N IA P a l o A l t oT h e C i t y o f A P RIL 16 1894 The City of Palo Alto assumes no responsibility for any errors. ©1989 to 2016 City of Palo Alto jhay, 2016-04-27 16:52:56 (\\cc-maps\gis$\gis\admin\Personal\jhay.mdb) 3800 300 3100 3300 200 4000 4100 3600 0 4100 4100 3700 37003500 100 3400 300 2700 400 3100 200 3000 2800 2900 2600 100 2500 3200 300 400 3000 3100 600 31003000 3200 2900 3300 35003400 3400 3600 3600 800 700 3200 700 3200 3400 900 3400 3500 1100 3700 1000 1000 2900 800 800 2800 700 2700 2800 2900 3000 900 700 800 2600 800 800 900 3100 3300 3400 3200 1000 1000 3200 3000 3300 00 200 300 1900 200 2800 3400 3500 300 2900 3000 2800 100 3000 3300 400 300 2300 300 2200 2200 100 2300 200 2000 100 20001900 2100 2000 200 1900 2600 100 2400 300 200 2700 100 2500 2100 2100 200 2300 300 200 1900 400 400 500 200 400 300 2400 2600 2400 300 500 24002300 500 2300 600 700 2200 800 2400 1900 1900 2100 900 1000 700 2200 800 2200 2400 2300 25002400 2800 1000 27002600 1000 3000 3100 1000 1100 500 21002000 600 700 700 700 700 1900 2100 800 900 800 1 2000 2100 1800 2000 400 35003400 3200 2200 2200 2500 2800 1100 3200 3400 3700 1900 600 2500 3600 3600 27002600 2600 2700 2800 3100 200 400 2900 3700 3300 1800 2300 3400 3700 3700 1000 10001100 3100 3100 3200 3200 3100 3100 3200 3200 1100 1100 11001100 1100 3300 3400 35003400 3700 200 3300 500 500 700 3300 3100 36003100 2002002400 300 2500 2200 2200 900 2500 900 2600 2900 400 600 2000 3200 2900 2700 1100 1100 3800 300 3100 3300 200 4000 4100 3600 0 4100 4100 3700 37003500 100 3400 300 2700 400 3100 200 3000 2800 2900 2600 100 2500 3200 300 400 3000 3100 600 31003000 3200 2900 3300 35003400 3400 3600 3600 800 700 3200 700 3200 3400 900 3400 3500 1100 3700 1000 1000 2900 800 800 2800 700 2700 2800 2900 3000 900 700 800 2600 800 800 900 3100 3300 3400 3200 1000 1000 3200 3000 3300 00 200 300 1900 200 2800 3400 3500 300 2900 3000 2800 100 3000 3300 400 300 2300 300 2200 2200 100 2300 200 2000 100 20001900 2100 2000 200 1900 2600 100 2400 300 200 2700 100 2500 2100 2100 200 2300 300 200 1900 400 400 500 200 400 300 2400 2600 2400 300 500 24002300 500 2300 600 700 2200 800 2400 1900 1900 2100 900 1000 700 2200 800 2200 2400 2300 25002400 2800 1000 27002600 1000 3000 3100 1000 1100 500 21002000 600 700 700 700 700 1900 2100 800 900 800 1 2000 2100 1800 2000 400 35003400 3200 2200 2200 2500 2800 1100 3200 3400 3700 1900 600 2500 3600 3600 27002600 2600 2700 2800 3100 200 400 2900 3700 3300 1800 2300 3400 3700 3700 1000 10001100 3100 3100 3200 3200 3100 3100 3200 3200 1100 1100 11001100 1100 3300 3400 35003400 3700 200 3300 500 500 700 3300 3100 36003100 2002002400 300 2500 2200 2200 900 2500 900 2600 2900 400 600 2000 3200 2900 2700 1100 1100 Cu rtner Avenue entura Aven ue Maclane Emerson Street Ventura Ct Park Boulevard mes Road Maclane Second Street Wilkie Way mino CtWest Meadow Drive Barclay Ct Victoria Place essee Lane Wilkie Way Carolina Lane Tennessee Lane Park Boulevard Wilkie Ct Davenport Way Alma Street RooseveltCircle LinderoDrive Wright Pla Starr King Ci East Meadow Driv e Emerson Street Cour t Brya nt St reet Roosevelt Circle Ramona Street CarlsonCircle Redwoo d C ircle S o u th Loma Verde Avenue Bryson Avenue Midtown Court Cowper Street Gary Court Waverley Street South Court Bryant Street Ramona Street Alma Street Coastland Drive Colorado Avenue Byron Street Middlefield Road Gaspar Court Moreno Avenue Coastland Drive El Carmelo Avenue Rosewood D Campesino Avenue Dymond Ct Martinsen Ct Ramona Street Bryant Street Towle Way Towle Place Wellsbury Ct AvalonCourt FlowersLane Mackall Way Loma Verde Avenue Kipling Street Cowper Street South Court Waverley Street El Verano A venue Wellsbury Way La Middlefield Road St Claire Drive Alger Drive Ashton Avenue St Michael Drive St Michael Drive Maureen Avenue Cowper Court Rambow Drive East Meadow Drive Ashton Court Murdoch Drive Cow pe r Street Murdoch Ct St Michael Court MayC Mayview Avenue Middlefi T East Meadow Drive Grove Avenue Chr i s t i n e D r i v e Ortega CourtEast Meadow Drive yneCourt alisman Loma Verde A venue Allen Court Ross Court Loma Verde Pl Am e s A v e nue Ric h a r d s o n C o u r t Holly Oak Drive Ame s A v en u e CorkOakWay Middlefield Road Ames Ct Am e s A v e nu e Ross Road Rorke Way Rorke Way Sto n e L a n e Toyon Place To r r e y a C o u r t Lupine Avenue Thornwood Drive DriftwoodDrive Talisman Drive Arbutus Avenue Ross Road Louis Road Aspe n W ay Evergreen Drive East Me ad Elwell Court Janice Way East Meadow Circle East Meadow Circle GreerRoad Bayshore Freeway rive Ellsworth Place San Carlos Court Wintergreen Way SutterAvenue Sutter Avenue Clara Drive Price Court Stern Avenue Colorado Avenue Randers Ct Ross Road Sycamore Drive Sevyson Ct Stelling Drive Ross Road David Avenue Murray Way Stelling Drive Stelling Ct ManchesterCourt Ken n eth D rive ThomasDrive Greer Road Stockton Place Vernon Terrace Louis Road Janice Way Thomas Drive Kenneth Drive Loma Verde Avenue CliftonCourt Elbri dge Way Clara Drive BautistaCourtStockton Place Morris Drive Maddux Drive Piers Ct Louis Road Moraga Ct ndo Avenue enue garita Avenue atadero Avenue Wilt on Avenue Oxford Avenue Leland Avenue Stanford Avenue Birch Street Alma Street Grant Avenue Sheridan Avenue Jacaranda Lane Sherman Avenue AshStreet Chestnut Avenue e Emerson Street Park Boulevard Orinda Street Birch Street Ash Street Page Mill Road Ash Street Park Boulevard ege Avenue dge Avenue Mayfield LaneBirch Street nue Park Boulevard Nogal Lane Rinconada Avenue Santa Rita Avenue Park Boulevard Seale Avenue Washington Avenue Santa Rita Avenue Waverley Stree Bryant Street High Street Emerson Street Colorado Avenue Street Emerson Street Ramona Street Bryant Street South Court El Dorado Avenue Alma Street Alma Street High Street t Emerson Waverley Oaks Washington Avenue Bryant Street South Court Waverley Street Emerson Street Nevada Avenue North California Avenue Santa Rita Avenue Ramona Street High Street North California Avenue Oregon Expressway Marion Avenue Ramona Street Colorado Avenue Waverley Street Kipling Street South Court Cowper Street Anton Court Nevada Avenue Tasso StreetTasso Street Oregon Avenue Marion Pl Webster Street Middlefield Road Ross Road Warren Way El Cajon Way Embarcadero Road Primr ose Way Iris W ay Tulip Lane Tulip Lane Garland Drive Louis Road Greer Road Morton Street nue Marshall Drive Fieldin Moreno Avenue Marshal l Drive Dennis Drive Agnes Way Oregon Avenue Blair Court Santa Ana Street Elsinore Drive Elsinore Court El Cajon Way Greer Road North California Avenue gDrive Colorado Avenue Sycamore Drive Amarillo Avenue Van Auken Ci r cle Bruce Drive Colonial Lane Moreno Avenue Celia Drive Burnham Way Greer Road Indian Drive Elmdale Pl C Tanland Drive Moreno Avenue Amarillo Sandra Place Clara Drive Colorado Avenue Greer Road Colorado Avenu Simkins Court Otterson Ct Higgins Place Lawrence Lane Maddux Drive Genevieve Ct Metro Circle MoffettCircle Greer Road ardinalWay Santa Catalina Street ArrowheadWayAztec Way O Carmel DriveSt Fr St F Wildw ood Lane Seale Avenue Cowper Street Tasso Street Webster Street Byron Street North California Avenue Portal Place Ross Road Oregon Avenue Garland Drive Seale Avenue Northampton Drive West Greenwich Pl East Greenwich Pl Southampton Drive reet Louis Road Barbara Drive Primrose W ay Iris Way cadero Road H treet enue ris Way Seale Avenue Middlefield Road Byron Street Webster Street Marion Avenue Court Madeline Ct David Ct Green Ct Oregon Expressway Sheridan Avenue Oregon Expressway Jacob's Ct CalTrain ROW CalTrain ROW Bayshore Freeway Bayshore Freeway Bayshore FreewayWest Bayshore Road d East Bayshore Road West Bayshore Road East Bayshore RoaBayshore FreewayBayshore FreewayFabian Way El Dorado Avenue Clara Drive Bellview Dr Colorado Pl Kenneth Drive Middlefield RoadChristine Drive Quail Dr Q uail Dr Palo ma Dr Palo ma Dr Trinity Ln Heron Wy Feather LnStanislaus Ln Tuolumne Ln Plover Ln S an dpiper Ln M allard LnEgret L Kla math L n Boronda Lane Tahoe Lane Lake Avenue Donner Lane Almanor Lane Fallen Leaf Street Berryessa Street Alma Street Alma Street Alma Village Lane Alma Village Circle Birch Street Greer Road High Street Emerson Street Colorado Avenu e Ramona Street Bryant Street South Court Waverly Street North Cal ifornia Ave nue Colorado Avenue Cowper Street Middlefield Road Louis Road Greer Road Park Boulevard Greer Road Cowper StreetCowper Street Louis Road Elmdale Place Park Boulevard Greer Road This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. Legend abc Microsurface 1 abc Microsurface 2 0'1219' FY 1 7 P R E V E N T MA I N T E N A N C E M A P CITY O F PALO A L TO IN C O R P O RATE D C ALIFOR N IA P a l o A l t oT h e C i t y o f A P RIL 16 1894 The City of Palo Alto assumes no responsibility for any errors. ©1989 to 2016 City of Palo Alto jhay, 2016-04-27 16:54:31 (\\cc-maps\gis$\gis\admin\Personal\jhay.mdb) 2700 400 280 26002500 400 1800 200 1800 1700 1900 200 2900 3000 100 2400 23002200 2200 100 2300 00 2000 100 1800 20001900 2100 2000 200 300 1900 2600 100 2400 300 200 2700 100 2500 2500 2100 2100 200 2300 300 200 1900 400 400 500 200 400 300 2400 2600 2400 300 500 24002300 500 23002200 600 1700 500 1800 2100 1700 400 1700 1800 600 2000 600 70 1700 1800 2200 2200 2000 1900 600 2500 27002600 2600 2700 2800 3100 2700 400 280 26002500 400 1800 200 1800 1700 1900 200 2900 3000 100 2400 23002200 2200 100 2300 00 2000 100 1800 20001900 2100 2000 200 300 1900 2600 100 2400 300 200 2700 100 2500 2500 2100 2100 200 2300 300 200 1900 400 400 500 200 400 300 2400 2600 2400 300 500 24002300 500 23002200 600 1700 500 1800 2100 1700 400 1700 1800 600 2000 600 70 1700 1800 2200 2200 2000 1900 600 2500 27002600 2600 2700 2800 3100 Bryson Avenue Midtown Court Cowper Street Coastla Colorado Avenue Byron Street Middlefield Road Gaspar Court Moreno Avenue San Carlo s Court Colorado Avenue Mariposa Avenue astilleja Avenue Lowell Avenue Alma Street Tennyson Avenue Page Mill Road Park Boulevar Park Boulevard Nogal Lane Rinconada Avenue Santa Rita Avenue Park Boulevard Seale Avenue Washington Avenue Santa Rita Avenue Waverley Stree Bryant Street High Street Emerson Street Colorado Avenue Street Em Ramona Street Bryant Street South Court El Dorado Avenue Alma Street Alma Street High Street t Emerson Waverley Oaks Washington Avenue Bryant Street South Court Waverley Street Emerson Street Nevada Avenue North California Avenue Santa Rita Avenue Ramona Street High Street No rth Ca lifornia Avenue Oregon Expressway Marion Avenue Ramona Street Colorado Avenu e Waverley Street Kipling Street South Court Cowper Street Anton Court Nevada Avenue Tasso StreetTasso Street Oregon Avenue Marion Pl Webster Stre et Middlefield Road Lowell Avenue Seale Avenue Tennyson Avenue Cowper Street Tasso Street Webster Street Byron Street Portal Place Garland Drive Lowell Avenue Fulton Street Tennyson Avenue Seale Avenu Te nnyson Avenue Seale Avenue Middlefield Road Byron Street Webster Street Marion Green Ct Oregon Expressway S h erid a n A v e n u e CalTrain ROW El Dorado Avenue Street Alma Street CowCowper Street Colo r a d Nor th C ali f or ni a A venu e Waverly Street South Court Bryant Street Ramona Street Colo r a do A venu e Emerson Street High Street This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. Legend abc Microsurface 1 abc Microsurface 2 0'624' FY 1 7 P R E V E N T MA I N T E N A N C E M A P CITY O F PALO A L TO IN C O R P O RATE D C ALIFOR N IA P a l o A l t oT h e C i t y o f A P RIL 16 1894 The City of Palo Alto assumes no responsibility for any errors. ©1989 to 2016 City of Palo Alto jhay, 2016-04-27 16:55:53 (\\cc-maps\gis$\gis\admin\Personal\jhay.mdb) 2700 2800 2900 2600 400 3100 31003000 3200 2900 3300 35003400 3400 3600 800 700 3200 700 3200 3400 900 3400 3500 110 3700 2900 800 800 2800 700 2700 2800 3000 900 700 800 2600 800 800 900 3100 3300 3200 1000 3200 3000 3300 21001900 400 500 400 2400 500 24002300 2300 600 700 2200 800 1900 1900 2100 500 500 1900 1000 700 2200 800 2200 2400 2300 2400 2800 1000 27002600 3000 3100 1000 1100 1100 1100 1900 2000 2400 500 1800 1800 2000 600 700 700 1700 700 2100 1800 800 700 800 900 800 1800 2000 2000 1800 2000 400 2200 2500 1100 3200 3400 3700 1900 2500 3300 2600 1800 2000 2300 3000 3200 3400 3700 1000 1100 3100 3100 3200 3200 3100 3100 3200 3200 1100 1100 11001100 500 500 700 3300 3100 36003100 2200 2200 900 2500 900 2600 2900 2400 2000 400 1700 600 1700 1700 2400 2000 2700 2100 1100 1100 400 2500 3000 600 3600 1000 1000 2900 3400 1000 400 2600 500 2400 900 2500 1000 2300 1700 2100 700 1900 1700 2100 2800 600 3700 2800 1000 1100 2700 2800 2900 2600 400 3100 31003000 3200 2900 3300 35003400 3400 3600 800 700 3200 700 3200 3400 900 3400 3500 110 3700 2900 800 800 2800 700 2700 2800 3000 900 700 800 2600 800 800 900 3100 3300 3200 1000 3200 3000 3300 21001900 400 500 400 2400 500 24002300 2300 600 700 2200 800 1900 1900 2100 500 500 1900 1000 700 2200 800 2200 2400 2300 2400 2800 1000 27002600 3000 3100 1000 1100 1100 1100 1900 2000 2400 500 1800 1800 2000 600 700 700 1700 700 2100 1800 800 700 800 900 800 1800 2000 2000 1800 2000 400 2200 2500 1100 3200 3400 3700 1900 2500 3300 2600 1800 2000 2300 3000 3200 3400 3700 1000 1100 3100 3100 3200 3200 3100 3100 3200 3200 1100 1100 11001100 500 500 700 3300 3100 36003100 2200 2200 900 2500 900 2600 2900 2400 2000 400 1700 600 1700 1700 2400 2000 2700 2100 1100 1100 400 2500 3000 600 3600 1000 1000 2900 3400 1000 400 2600 500 2400 900 2500 1000 2300 1700 2100 700 1900 1700 2100 2800 600 3700 2800 1000 1100 Bryson Avenue Midtown Court Cowper Street Gary Court Waverley Street Coastland Drive Colorado Avenue Byron Street Middlefield Road Gaspar Court Moreno A venue Coastland Drive Rosewood D Dymond Ct Martinsen Ct Towle Way Towle Place Wellsbury Ct AvalonCourt FlowersLane Mackall Way Loma Verde Avenue KiplingStreet Cowper Street Waverley Street Wellsbury Way La Middlefield Road St Claire Drive Alger Drive Ashton Avenue St Michael Drive St Michael Drive Maureen Avenue Cowper Court Rambow Drive East Meadow Drive Ashton Court Murdoch Drive Cow pe r St reet Murdoch Ct St Michael Court Mayview Avenue T East Meadow Drive Grove Avenue Ch r i s t i n e D r i v e Orte East Meadow Drive yneCourt alisman Loma Verde Avenue Allen Court Ross Court Loma Verde Pl Am e s A v e nue Ric h a r d s o n C o u r t Holly Oak Drive Am e s A v e nue CorkOakWay Middlefield Road Ames Ct Am es A v e n ue Ross Road Rorke Way RorkeWay Stone Lane Toyon Place Torreya C ourt Lupine Avenue Thornwood Drive DriftwoodDrive Talisman Drive Arbutus Avenue Ross Road Louis Road Aspen Way Evergreen Drive Ea Elwell Court Janice Way East Meadow Circle East Meadow Circle GreerRoad Bayshore Freeway rive Ellsworth Place San Carlos Court Wintergreen W ay SutterAvenue Sutter Avenue Clara Drive Price Court Stern Avenue Colorado Avenue Randers Ct Ross Road Sycamore Drive Sevyson Ct Stelling Drive Ross Road David Avenue Mur ray Way Stelling Drive Stelling Ct ManchesterCourt Kenn eth Drive ThomasD rive GreerRoad Stockton Place Vernon Terrace Louis Road Janice Way Thomas Drive Kenneth Drive Loma Verde Avenue CliftonCourt Elbridge Way Clara Drive BautistaCourt Stockton Place Morris Drive Maddux Drive Piers Ct Louis Road Moraga Ct nue WaverleyStree nue t erley Oaks Washington Avenue Waverley Street Santa Rita Avenue Ave nue Marion Avenue Colorado Avenue Waverley Street Kipling Street Cowper Street Anton Court Nevada Avenue Tasso StreetTasso Street Oregon Avenue Marion Pl Webster Street Middlefield Road Ross Road Warren Way El Cajon Way Embarcadero Road Primrose Way Iris W ay Tulip Lane Tulip Lane Garland Drive Louis Road Greer Road Morton Street Greer Road Hamilton Avenue Hilba r L an e Alannah Ct Edge Rhodes Drive Marshall Drive Fieldin Moreno Avenue Marshall Drive Dennis Drive Agnes Way Oregon Avenue Blair Court Santa Ana Street Elsinore Drive Elsinore Court El Cajon Way Greer Road North California Avenue gDrive Colorado Avenue Sycamore Drive Amarillo Avenue Van AukenCi rcle Bruce Drive Colonial Lane Moreno Avenue Celia Drive Burnham Way Greer Road Indian Drive Elmdale Pl C Tanland Drive Moreno Avenue Amarillo Avenue West Bayshore Road Sandra Place Clara Drive Colorado Avenue Greer Road Colorado Avenue Simkins Court Otterson Ct Higgins Place Lawrence Lane Maddux Drive Genevieve Ct Metro Circle MoffettCircle Greer Road East Bayshore Road ardinal Way Santa Catalina Street ArrowheadWayAztec Way Chabot TerraceOregon Avenue Carmel Drive SierraCourt St Francis Drive West Bayshore Road Tanland Drive East Bayshore Road wood D rive Edgewood Drive WildwoodLane Ivy Lane East Bayshore Road St Francis Driv e Wildw ood Lane Watson Court Laura Lane Sa ndalwood Ct O'Brine Lane (Private) FaberPlace Embarcadero Road Geng Road ue enue Cowper Street Tasso Street Webster Street Byron Street North California Avenue Portal Place Ross Road Oregon Avenue Garland Drive Lowell Avenue Fulton Street Tennyson Avenue Seale Avenue Northampton Drive West Greenwich Pl Newell Road Guinda Street East Greenwich Pl Southampton Drive Mark Twain Street Louis Road Barbara Drive Primrose Way Iris Way Embarcadero Road Walter Hays Drive Lois Laneordan Pl a ne Heather Lane Bret Harte Street ys Drive C hanning Avenue Iris Way Tennyson Avenue Seale Avenue Middlefield Road Byron Street Webster Street Marion Avenue Court David Ct Green Ct Oregon Expressway ssway Oregon Expressway Bayshore Freeway Bayshore Freeway Bayshore FreewayWest Bayshore Road East Bayshore Road East Bayshore Road East Bayshore Road West Bayshore Road East BayshoBayshore FreBayshore FreFabian Way Clara Drive Bellview Dr Colorado Pl Kenneth Drive Middlefield RoadChristine Drive Quail ma Dr Palo ma Dr Trinity Ln H eron Feather LStanislaus Ln Tuolumne Ln Plover Ln S and pi per Ln Klamath Ln Boronda Lane Tahoe Lane Lake Avenue Donner Lane Almanor Lane Fallen Leaf Street Berryessa Street Greer Road ueWaverly Street Nor th Califor nia Avenu e Colorado Avenue Cowper Street Louis Road Greer Road Greer R oad Greer Road Embarcad e Cowper StreetCowper Street Louis Road Elmdale Place Middlefield Road This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. Legend abc Microsurface 1 abc Microsurface 2 0'1295' FY 1 7 P R E V E N T MA I N T E N A N C E M A P CITY O F PALO A L TO IN C O R P O RATE D C ALIFOR N IA P a l o A l t oT h e C i t y o f A P RIL 16 1894 The City of Palo Alto assumes no responsibility for any errors. ©1989 to 2016 City of Palo Alto jhay, 2016-04-27 16:57:40 (\\cc-maps\gis$\gis\admin\Personal\jhay.mdb) 500 2400 00 1900 2300 2000 1800 2400 2400 2000 2400 2500 2600 2000 2800 2100 500 2400 00 1900 2300 2000 1800 2400 2400 2000 2400 2500 2600 2000 2800 2100 eer Road ne Edge des Drive East Bayshore Road ierra Court West Bayshore Road East Bayshore Road woo d D r iv e Edgewood Drive Wildwoo d Lane East Bayshore Road Watson Court Laura Lane San dalw oo d Ct O'Brine Lane (Private) E m barca d ero R oa d Faber Place Em barcadero Road Geng Road Embarcadero Way Embarcadero on Expressway Embarcadero Road This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. Legend abc Microsurface 1 abc Microsurface 2 0'829' FY 1 7 P R E V E N T MA I N T E N A N C E M A P CITY O F PALO A L TO IN C O R P O RATE D C ALIFOR N IA P a l o A l t oT h e C i t y o f A P RIL 16 1894 The City of Palo Alto assumes no responsibility for any errors. ©1989 to 2016 City of Palo Alto jhay, 2016-04-27 16:58:21 (\\cc-maps\gis$\gis\admin\Personal\jhay.mdb) PE-86070 FY 17 PREVENTIVE MAINTENANCE PROJECT BID SUMMARY ATTACHMENT C # BID ITEM QNTY UNITS 1 Type I Microsurfacing 51,000 SY 1.50$ 76,500.00$ 1.35$ 68,850.00$ 1.30$ 66,300.00$ 1.65$ 84,150.00$ 1.09$ 55,590.00$ 2Type II Microsurfacing 185,650 SY 1.70$ 315,605.00$ 1.60$ 297,040.00$ 1.53$ 284,044.50$ 1.65$ 306,322.50$ 1.37$ 254,340.50$ 3 AC Base Repair 2,221 TON 190.00$ 421,990.00$ 205.00$ 455,305.00$ 202.65$ 450,085.65$ 205.00$ 455,305.00$ 293.00$ 650,753.00$ 4 Crack Seal 190,833 LF 0.40$ 76,333.20$ 0.45$ 85,874.85$ 0.38$ 72,516.54$ 0.36$ 68,699.88$ 0.50$ 95,416.50$ 5 Inert Recycling 2,221 TON 10.00$ 22,210.00$ 2.00$ 4,442.00$ 3.26$ 7,240.46$ 3.10$ 6,885.10$ 2.00$ 4,442.00$ 6 Reset Valves 20 EA 600.00$ 12,000.00$ 800.00$ 16,000.00$ 787.50$ 15,750.00$ 1,200.00$ 24,000.00$ 880.00$ 17,600.00$ 7 Blue Markers 100 EA 25.00$ 2,500.00$ 8.00$ 800.00$ 8.40$ 840.00$ 8.00$ 800.00$ 9.00$ 900.00$ 8 Thermo 12" White 14,265 LF 2.00$ 28,530.00$ 4.35$ 62,052.75$ 4.57$ 65,191.05$ 4.35$ 62,052.75$ 4.80$ 68,472.00$ 9 Thermo 12" Yellow 3,850 LF 2.50$ 9,625.00$ 5.00$ 19,250.00$ 5.25$ 20,212.50$ 5.00$ 19,250.00$ 5.50$ 21,175.00$ 10 Thermo 4" White 11236 LF 1.00$ 11,236.00$ 0.60$ 6,741.60$ 0.63$ 7,078.68$ 0.60$ 6,741.60$ 0.70$ 7,865.20$ 11 Caltrans Det. 2 11790 LF 0.55$ 6,484.50$ 0.45$ 5,305.50$ 0.48$ 5,659.20$ 0.45$ 5,305.50$ 0.50$ 5,895.00$ 12 Caltrans Det. 4 3800 LF 0.80$ 3,040.00$ 0.60$ 2,280.00$ 0.63$ 2,394.00$ 0.60$ 2,280.00$ 0.66$ 2,508.00$ 13 Caltrans Det. 9 19,015 LF 1.00$ 19,015.00$ 0.45$ 8,556.75$ 0.48$ 9,127.20$ 0.45$ 8,556.75$ 0.50$ 9,507.50$ 14 Caltrans Det. 10 25 LF 1.20$ 30.00$ 2.00$ 50.00$ 2.10$ 52.50$ 2.00$ 50.00$ 3.00$ 75.00$ 15 Caltrans Det. 21 5,630 LF 1.50$ 8,445.00$ 1.40$ 7,882.00$ 1.47$ 8,276.10$ 1.40$ 7,882.00$ 1.60$ 9,008.00$ 16 Caltrans Det. 22 9,375 LF 1.50$ 14,062.50$ 1.60$ 15,000.00$ 1.68$ 15,750.00$ 1.60$ 15,000.00$ 1.80$ 16,875.00$ 17 Caltrans Det. 23 1500 LF 1.50$ 2,250.00$ 3.00$ 4,500.00$ 3.15$ 4,725.00$ 3.00$ 4,500.00$ 3.30$ 4,950.00$ 18 Caltrans Det. 27B 20,230 LF 0.50$ 10,115.00$ 0.55$ 11,126.50$ 0.58$ 11,733.40$ 0.55$ 11,126.50$ 0.60$ 12,138.00$ 19 Caltrans Det. 29 380 LF 2.50$ 950.00$ 3.50$ 1,330.00$ 3.68$ 1,398.40$ 3.50$ 1,330.00$ 4.00$ 1,520.00$ 20 Caltrans Det. 38 1,000 LF 1.20$ 1,200.00$ 1.15$ 1,150.00$ 1.21$ 1,210.00$ 1.15$ 1,150.00$ 1.30$ 1,300.00$ 21 Caltrans Det. 38A 250 LF 1.20$ 300.00$ 1.00$ 250.00$ 1.05$ 262.50$ 1.00$ 250.00$ 1.10$ 275.00$ 22 Caltrans Det. 38BC 250 LF 1.80$ 450.00$ 2.00$ 500.00$ 2.10$ 525.00$ 2.00$ 500.00$ 3.00$ 750.00$ 23 Caltrans Det. 39/39A 55,306 LF 0.90$ 49,775.40$ 0.75$ 41,479.50$ 0.79$ 43,691.74$ 0.75$ 41,479.50$ 0.80$ 44,244.80$ 24 Thermo Legends 850 EA 30.00$ 25,500.00$ 50.00$ 42,500.00$ 52.50$ 44,625.00$ 50.00$ 42,500.00$ 55.00$ 46,750.00$ 25 Green Bike Lane 1,750 SF 10.00$ 17,500.00$ 8.75$ 15,312.50$ 9.19$ 16,082.50$ 8.75$ 15,312.50$ 9.60$ 16,800.00$ 26 Misc. Transportation 1 LS 30,000.00$ 30,000.00$ 30,000.00$ 30,000.00$ 30,000.00$ 30,000.00$ 30,000.00$ 30,000.00$ 30,000.00$ 30,000.00$ 27 Traffic Control 1 LS 80,000.00$ 80,000.00$ 65,000.00$ 65,000.00$ 81,566.73$ 81,566.73$ 140,000.00$ 140,000.00$ 22,505.00$ 22,505.00$ 28 Tree Trimming 1 LS 10,000.00$ 10,000.00$ 5,000.00$ 5,000.00$ 11,000.00$ 11,000.00$ 25,000.00$ 25,000.00$ 13,000.00$ 13,000.00$ 29 Pavement fabric dispo 2221 TON 10.00$ 22,210.00$ 3.00$ 6,663.00$ 7.35$ 16,324.35$ 7.00$ 15,547.00$ 2.50$ 5,552.50$ 30 CMS Boards 10 EA 650.00$ 6,500.00$ 500.00$ 5,000.00$ 486.00$ 4,860.00$ 3,650.00$ 36,500.00$ 1,200.00$ 12,000.00$ 31 New Signs 8 EA 300.00$ 2,400.00$ 275.00$ 2,200.00$ 288.75$ 2,310.00$ 275.00$ 2,200.00$ 303.00$ 2,424.00$ 32 New Signs 36 EA 300.00$ 10,800.00$ 275.00$ 9,900.00$ 288.75$ 10,395.00$ 36.00$ 1,296.00$ 303.00$ 10,908.00$ 33 Green Sharrows 1 TON 750.00$ 750.00$ 750.00$ 750.00$ 588.00$ 588.00$ 560.00$ 560.00$ 615.00$ 615.00$ 34 Yield Limit Line 8 EA 150.00$ 1,200.00$ 110.00$ 880.00$ 115.50$ 924.00$ 560.00$ 4,480.00$ 120.00$ 960.00$ 35 Marker Post White 12 EA 200.00$ 2,400.00$ 500.00$ 6,000.00$ 105.00$ 1,260.00$ 250.00$ 3,000.00$ 110.00$ 1,320.00$ BASE BID TOTAL:1,301,906.60$ 1,304,971.95$ 1,314,000.00$ 1,450,012.58$ 1,448,435.00$ # ADD BID ITEM QNTY UNITS 1 Black Aggregate 236,650 SY 0.15$ 35,497.50$ 0.15$ 35,497.50$ 0.12$ 28,398.00$ 0.20$ 47,330.00$ 0.12$ 28,398.00$ PAVEMENT COATINGS ENGINEER'S ESTIMATE GRAHAM CONTRACTORS VSS INTERNATIONAL TELFER HIGHWAY PAVEMENT COATINGSENGINEER'S ESTIMATE GRAHAM CONTRACTORS VALLEY SLURRY TELFER HIGHWAY City of Palo Alto (ID # 6987) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/20/2016 City of Palo Alto Page 1 Summary Title: Appeal of 411-437 Lytton Avenue Mixed Use Project Title: 411-437 Lytton Avenue [14PLN-00489]: Appeal of the Planning and Community Environment Director's Architectural Review Approval for the Construction of a new Three Story Mixed-use, Office and Residential Building (two units) and a 1,417 SF Addition to an Existing Historic Category 2 Residence on two lots to be Merged. A two Level Underground Parking Garage is Proposed to be Constructed Under the new Mixed use Building Adjacent to the Existing Residential Building. Environmental Assessment: a Mitigated Negative Declaration has been prepared. Zoning District: Community Commercial Downtown District and Pedestrian Shopping Combining District CD-C(P) From: City Manager Lead Department: Planning and Community Environment Recommendation Staff recommends that the City Council uphold the Director’s approval of a Mitigated Negative Declaration, Mitigation Monitoring and Reporting Program, and Architectural Review application, thereby denying the appeal. Executive Summary The applicant proposes a new mixed use office and residential building and addition to an existing Category 2 historic building at 411 Lytton. The project complies with applicable codes and is subject to the Downtown Urban Design Guidelines (Attachment A Location Map). The project includes a lot merger, 13,522 square feet of office space (6,096 square feet net new) and two net new residential units (three total). The project has been reviewed by the Historic Resources Board and the Architectural Review Board, the latter recommending project approval with conditions on March 17, 2016. The Director of Planning & Community Environment subsequently approved the project in a decision letter issued on April 28, 2016 (Attachment E). City of Palo Alto Page 2 The Director’s decision was appealed by Vincent Leung (appellant), along with 14 co-signers in a letter dated May 12, 2016 (Attachment B) The City Council may affirm the Director’s approval (approving the project on consent calendar) or remove the item from the consent (requires three votes) and schedule the item for a public hearing. Included with this report are all relevant records, including (draft) verbatim transcripts of the ARB meetings (Attachment C) and public comments (Attachment D). This material is provided to inform the Council’s decision to consider the appeal or accept the Director’s determination on consent. Please note that the project at 411-37 Lytton received approval under the interim annual limit ordinance as part of the FY2016 allocation of new office/R&D square footage and would result in 6,096 new gross square feet of office use. The administrative guidelines for the annual limit ordinance have been amended to clarify that the project’s allocation will not be affected if the City Council agrees to consider the appeal after the close of the fiscal year. These guidelines are included as Attachment H. Background The subject project was submitted on December 9, 2014. The applicant’s proposal includes 1) demolition of the existing two story office building, 2) construction of a 40-foot tall, three-story, mixed use building, 3) 1,417 sf addition to the historic residence, and 4) removal of the existing unpermitted carport. The proposal would also include combining the two existing lots into one 15,031 sf parcel. 411 Lytton The project includes modifications to a one-story single-family house at 411 Lytton Avenue, which has been identified as a Category 2 property in the City of Palo Alto’s History Inventory. This residence was constructed in 1901 and would be remodeled following the Secretary of the Interior’s Standards for Rehabilitation. A basement storage area containing approximately 1,149 square feet and a 268 square foot addition to the rear of the residence would be constructed, for a total of 2,342 square feet of residential space at that address. The building would be left in place during construction using a shoring-in-place technique. 437 Lytton For the 437 Lytton Avenue portion of the site, the project proposes to construct a 19,838 square foot mixed-use building (13,522 square feet of office uses and two residential units occupying 5,104 square feet on the upper floor). The building would be three stories in height (up to 40 feet of maximum height), with a two-level underground parking garage. The project would require excavation of the basement garage to an approximate depth of up to 27 feet below grade, with car stacker pits extending to approximately 34 feet below grade. The garage would be accessed solely from Kipling Street. The project was approved on April 28, 2016, based on a recommendation from the ARB, as City of Palo Alto Page 3 reflected in the approval letter (Attachment E). The Director’s approval included the Architectural Review approval and the adoption of the MND and Mitigation Monitoring Program (Attachment F). HRB Review and Recommendation The project was the subject of the Historic Resources Board (HRB) meeting of March 10, 2016.1 The HRB found the project (improvements to the historic building) were consistent with the Secretary of Interior Standards and they also encouraged that the ARB consider a reduction in the new building’s third floor massing. Subsequently, the applicant did reduce the third floor massing as reflected in the approved project plans. ARB Review and Recommendation The ARB reviewed the project plans, received written public comments and oral public testimony at two public hearing. The ARB had also conducted a Preliminary Review of the concept plans on June 19, 2014.2 The ARB conducted the first public hearing on February 18, 2016 and discussed the aesthetic quality of the project. The ARB requested that the applicant address accommodation of retail users on the first floor; include more detail along the Kipling Street elevation; address the issue with color on certain materials; and the transition to historic property and surrounding. The applicant modified and presented the project plans at the March 17, 2016 ARB hearing. In response to the ARB comments: Landscape strips were added between the trees on Lytton and Kipling near the corner to given this area more of a residential feeling and a continuation of the neighborhood. Removable rectangular concrete-like planters were added on the first floor at the opening that faces Lytton and the opening on Kipling that is near the driveway. These planters could be easily removed and doors added that would allow a retailer to occupy the space and be better connected to the sidewalk. A wood slat bench with a supporting back was added to the top of the planter wall 1 Historic Resources Board Meeting Minutes, March 10, 2016 https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?BlobID=52329 2 ARB June 19, 2014 Preliminary Review Report: https://www.cityofpaloalto.org/civicax/filebank/documents/42694 ARB February 18, 2016 Report: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?BlobID=51100 ARB March 17, 2016 Report: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?BlobID=51513 Project Plans recommended by the ARB and approved by the Director of Planning and Community Environment: http://www.cityofpaloalto.org/news/displaynews.asp?NewsID=2668&TargetID=319 City of Palo Alto Page 4 adjacent to the driveway and rear walkway. The trellis over the garage ramp was pulled back along with the fence so that it aligns better with the adjacent home and the new building. The color of the body of the building was changed so that it is more of a background color in a warm tone. After considering the modifications, the ARB recommended approval with the following amendments: (1) the applicant break the horizontal band for the second story office portion; (2) the applicant consider a mix of trees and shrubs where abutting the adjacent Kipling residences; (3) staff consider including the outdoor terrace use in a conditional use permit; (4) staff add a condition of approval for automatic night shades for the second floor offices facing Kipling residences; and (5) staff request the transportation consultant to review again the study. As incorporated into the project’s conditions of approval, items 1, 2 and 4 would be subject to ARB Subcommittee review. Item 3 was addressed through the conditions of approval for the project as no conditional use permit was required for the use. The City’s transportation staff reviewed the traffic memo prior to the ARB’s recommendation and found the document to be consistent with the City’s thresholds of significance. No further review has been conducted. Discussion The appeal (Attachment B) was filed in a timely manner, within 14 days following the Director’s decision. The appellant is Vincent Leung, the property owner of 340 Kipling Street. The appeal includes 14 co-signers. Staff summarized the key appeal statements as follows: 1. Garage parking access will impact residential street traffic & safety; 2. Second floor terrace infringes on residential privacy; 3. Lack of compatibility with neighboring properties; 4. Failure to comply with the off-street loading space law and inappropriate use of public parking areas for loading zone. The appellant presented orally at the March 17, 2016 ARB public hearing regarding items 1 and 2. One of the co-signers has had correspondence with staff regarding a transfomer location that was resolved through the process, however, no other communication was registered regarding the other appellants and the issues raised in the appeal throughout the ARB process. Below is more information about the issued raised in the appeal, followed by initial staff comments. If the project is scheduled for a public hearing, staff will provide more detailed response to these preliminary comments. Garage parking access Hexagon Transportation Consultants, Inc. provided a memorandum (March 12, 2015) (Attachment G) on the trip generation and on-site circulation/parking/site access based on their City of Palo Alto Page 5 review of the project. The purpose of the traffic study was to estimate the net new trips generated by the project, so that the City of Palo Alto could determine if a focused traffic study was needed. Hexagon also reviewed the project site plan to determine the overall adequacy of the site access and on-site circulation in accordance with generally accepted traffic engineering standards and to identify any access or circulation issues that should be improved. Parking was evaluated relative to parking requirements in the Palo Alto Municipal Code. Hexagon used industry standard information (Institute of Transportation Engineers) to determine the trip generation. They estimated that the project would generate 75 net new daily vehicle trips, with 10 net new trips occurring during the AM peak hour and 10 net new trips during the PM peak hour. This number of new trips added by the proposed project is considered minimal and did not meet the minimum threshold to conduct a full trafic study. As a result, no intersection level analysis was conducted. The Kipling/Lytton intersection is un- signalized. The current site configuration includes access from Lytton Avenue (20 space parking lot) and Kipling Street (four space parking lot). Lytton Avenue has established bicycle lanes. The proposed project includes access only from Kipling Street to an underground garage with 65 spaces. Based on the traffic memo, the driveway to the garage is estimated to serve 22 vehicles during the AM peak hour and 21 vehicles during the PM peak hour under project conditions. That is an average of about one car per three minutes. The appeal has concerns about traffic backed up on Kipling trying to make turning movements onto Lytton Avenue. The appeal further states that “moving the garage entrance and exit to Lytton Ave. would mitigate the traffic and safety issues.” Staff Response: While moving the garage access to Lytton could be considered an alternative, it would increase the potential for conflicts with bicyclists using the bicycle lanes. Also, since Lytton Avenue is the main corridor for which traffic for the site would enter the proposed garage (whether the entrance is on Kipling or Lytton) the waiting times at the Kipling/Lytton intersection are likely to be similar under either alternative. For these reasons, staff does not believe moving the garage entrance is warranted or desireable. Second floor terrace and residential privacy concerns The appeallants object to the proposed terrace at the rear of the project. Also they state that the windows of the proposed offices would have a direct line of sight into the neighbors residence. The proposed terrace is located within 10’-0” of the property located 385 Waverly and within 25’-0” of 340 Kipling. The terrace includes a 10’-0” landscape buffer on the deck. As incorporated into the conditions of approval, the hours of the office terrace shall be limited between 9:00am and 6:00pm on weekdays and occupancy on the weekends is prohibited. Amplified sound is prohibited on the terrace. An additional condition of approval requires City of Palo Alto Page 6 automatic shades to reduce nighttime lighting. Staff Response: Staff has had discussions with the resident most potentially impacted by the terrace and several conditions were added to address those concerns. This neighbor is not among the list of appellants appealing the project. As with the existing office building there would be views to the windows of the new office building from the appellant’s second floor. New landscaping is proposed at the ground level, however, at maturity the landscaping will not exceed 20 feet in height. The nighttime automatic shades would help reduce nighttime lighting as well as views from and into the office windows. Compatibility with neighboring properties The appellant expresses concern with the project’s building size, style and massing, and suggests that it is out of context with the neighborhing properties. The appeal also notes concerns about the project’s potential impacts to the adjacent historic building (411 Lytton). Staff Response: Where the Comprehensive Plan provides policy direction, the Zoning Ordinance provides specific quantitative limits to regulate the sizes of development, and the Context-based design criteria and the Downtown Urban Design Guide provide qualitative guidance to ensure the aesthetic quality of development respects the surrounding context. The project is a building that complies with the zoning regulations of the CD-C(P) district. The project meets the development standards relating to building setbacks, site coverage, height, daylight plane, and floor area ratio, and does not require approval of design enhancement exceptions or a variance. The ARB and the Director found the project compatible with the surroundings and the attached approval letter details the project’s conformance with specific findings, including context-based findings. The project was the subject of the Historic Resources Board (HRB) meeting of March 10, 2016. The HRB found the project (improvements to the historic building) were consistent with the Secretary of Interior Standards and they also encouraged that the ARB consider a reduction in the new building’s third floor massing. Subsequently, the applicant did reduce the third floor massing as reflected in the approved project plans. The proposed building would be constructed with sloping roofs and setbacks on the third floor (residential level), and variations in color and exterior texture on the facades to provide visual interest. Off-street Loading Requirements The appeal states that the project does not comply with PAMC 18.52.040 regarding off-street loading space requirements. City of Palo Alto Page 7 Staff Response: The project is considered mixed-use because it includes multiple uses on the same property (multiple family,one detached unit and two upper story units, and office). No off-street loading parking is required for residential uses, however, general office space between 10,000 and 99,999 square feet requires one space. The project does not provide any off-street loading space. The loading space for the project is located along Lytton Avenue where the curb cut would be eliminated. Currently between the curb cut and the intersection of Kipling Road and Lytton Avenue there is no parking allowed and, therefore, there is no current public parking spaces available. With the current proposal, the loading space would be a time limited on-street parking available for loading and unloading for the public including the project. Table 1 in PAMC 18.52.040 indicates how much off street loading is required. In the past, including more recently with the project located at 2515 El Camino Real, which was approved by the City Council on a 5-4 vote, the Director has classifed mixed use projects as ‘Other Uses” for purposes of loading zone determinations. These determinations have in the past been based on on- and off-site conditions, practicality of providing loading space on-site and likelihood of being used as designed, given that many delivery drivers sometimes forgo on-site loading for more convenient, and possibly illegal, temporary loading. Staff’s approach to the loading zone requirement is similar to the approach taken on the 2515 El Camino Real project. Staff does not believe that allowing the off-street loading to occur on Lytton is sufficient grounds to uphold the appeal and request a redesign of the project. Resource Impact There are no significant fiscal or budget impacts associated with this recommendation. Environmental Review The proposed project is subject to environmental review under provisions of the California Environment Quality Act (CEQA). Pursuant to the requirements of the CEQA, a Draft Initial Study and Mitigated Negative Declaration was prepared and circulated. With a required 20-day public review, the comment period for this project began from February 24, 2016 to March 14, 2016. No comments were submitted. The Initial Study/Mitigated Negative Declaration was adopted by the Director along with a Mitigation Monitoring and Reporting Program. The later is included in the Directors approval letter, and the Initial Study/Mitigated Negative Declaration is included as Attachment F. Attachments: Attachment A: Location Map (PDF) Attachment B: Appeal letter (PDF) Attachment C: ARB meeting minutes February 18, 2016 & March 17, 2016 (PDF) Attachment D: Public Correspondence (PDF) Attachment E: Director's Approval (PDF) Attachment F: Final Initial Study and Mitigated Negative Declaration (PDF) City of Palo Alto Page 8 Attachment G: Project Traffic Memo (PDF) Attachment H: Interim Office-RD Annual Limit Administrative Regulations June 2_2016 Tracked (DOCX) LyttonSquare All Saints Episcopal Church Everett Manor 7-11 Everett House Webster House Lytton Gardens Senior Residence Gym Garden Court Hotel Prolific Oven Palo Alto Sport Shop PF PF PC-3111 CD-C(GF)(P)CD-C (P)PF PC-4611 PC-4053 RMD(NP) (NP) PF PC-4339 RM-30 RM-30 PF PF RM-30 CD-C(P) PC-4296 PC-4436 PC-3437 BRYANT STREET FLORENCE STREET KIPLING STREET LYTTON AVENUE WAVERLEY STREET WAVERLEY STREET EVERETT AVENUE EVERETT AVENUE WAVERLEY STREET RAMONA STREET BRYANT STREET LYTTON AVENUE UNIVERSITY AVENUE CO W PER STREET KIPLING STREET UNIVERSITY AVENUE UNIVERSITY CO W PER STRE W AVERLEY STREET HA M CO W PER STREET HAWTHORNE AVENUE KIPLING STREET EVER CO WPER STREET WEBSTER LYTTON AVENUE TASSO STREET EVERETT COURT LANE 20 EAST LANE 30 LANE 20 W EST LA BRYANT COURT 281 270 311-317 251 360 344 326 340 337 339 323 3 400 420 332 330 314 353 355 367 305 347 265 272-278 418 319 321- 341 328 330 300- 310 431 401 366 436426 #1-7 369 335 319 390301 315 375 307- 311 325 330 332 1&2 330 1-3 324 326 316 318 373- 377 416- 424 361 340 560 352 425 439-441 435429425 415-419 405 403 453 461 383 460 502 510 526 520 459 439 425 555 400 436-452 456 379 370-374 376 380-382 384-396 550-552 364 360 431 440-444 423 499 475 421-423 431-433 432 428 460-476 450 313 333 2 336 308 310 312 316 318 311 331 315 319 317 321 335 426-428 427-431 228 220 356-360 347-367 351 357 369-379 360 258- 296 193 173 A-D 449 Units 1-4 419 350 210 204 81 181- 187 302- 316 379 310 320 328 332 340 437 412 311 A-B 404 313 325 327 333 407 401 385 411 452 378-390 360 - 1A - 1C 360 - 2A - 2C 360 - 3A - 3C 360 - 4A - 4C 360 - 5A - 5C 360 - 6A 344-348 418 420 482 328 456 321 325 330 20 218 236 240 250- 252 477 475 467 457 453 249 235 225 221 201 460 275 505-509 239- 243 209- 213 210- 214 513-519 460 474 472 228- 230 453 61 521 239-245 333 335- 337 351 457 451 465 463 489-499 360 530 480 420 430 480 463 451 443 437 411 405 419 405401 441 480-498 347 351 355 359 525 430 473 332- 342 425 415 400 570568 556 550 543 327 321 315 305 343 515 525 551 555 309-311 518-528 536-540 554 573 A-E 591-599 557-571 33 406-418 417 500-528 440-446 4 555 420-438 542-550 531-539 251- 293 408 412 440 435 409 419 6 308 312 316 251 445 545 547 549 447 280-290 524 548 550 345336 515 321 558 #200-202 558 #C & D 435433 218 255 351 530 415 305 -313 405 320322 346 470 264 430 508 482 330 349 443445 447 262 335 506 327 469 261 263 32131 This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. Legend Zone Districts abc Zone District Labels 411 - 437 Lytton Avenue (Project Site) 0'200' 41 1 - 4 3 7 L y t t o n A v e n u e wi t h Z o n i n g D i s t r i c t s Ar e a M a p CITY O F PALO A L TO IN C O R P O RATE D C ALIFOR N IA P a l o A l t oT h e C i t y o f A P RIL 16 1894 The City of Palo Alto assumes no responsibility for any errors. ©1989 to 2016 City of Palo Alto RRivera, 2016-01-26 15:47:13411 437 LyttonAve locmap SSingh (\\cc-maps\gis$\gis\admin\Personal\RRivera.mdb) Attachment A Attachment B City of Palo Alto Page 1 Thursday, February 18, 2016, Meeting 8:30 AM, Council Chambers Call to Order Roll Call Present: Chair Robert Gooyer; Vice Chair Alexander Lew, Board Members Kyu Kim, Wynne Furth, Peter Baltay Absent: Oral Communications Agenda Changes, Additions and Deletions Minutes Approval: February 4, 2016 STUDY SESSION 1. 411 - 437 Lytton Avenue [14PLN00-489]: Request by Hayes Group Architects, Inc. On Behalf Of Ehikian & Company for Architectural Review to allow the demolition of an existing commercial building and the construction of a new three story mixed-use, office and residential building (two units) and a 1,417 sf Addition To An Existing Historic Category 2 residence on two lots to be merged. A two level underground parking garage is proposed to be constructed under the new mixed use building adjacent to the existing residential building. Environmental: An Initial Study and Mitigated Negative Declaration are being prepared. Zoning District: CD-C(P) Community Commercial Downtown District and Pedestrian Shopping Combining District. Formore information, contact Project Planner Sheldon A. Sing at sheldon@mplanninggroup.com Chair Gooyer: Why don't we start off with the first item which is a study session, 411 to 437 Lytton Avenue. Request by Hayes Group Architects on behalf of Ehikian and Company for architectural review to allow the demolition of an existing commercial building and the construction of a new three-story mixed-used, office and residential building, two units, and a 1,417-square-foot addition to an existing historic Category 2 residence on two lots to be merged. A two-level underground parking garage is proposed to be constructed under the new mixed-use building adjacent to the existing residential building. Environmental, an Initial Study and Mitigated Negative Declaration are being prepared. Zoning District CP-C(P), community commercial downtown district and pedestrian shopping combination district. We had sort of a gray area, so at this point why don't you ... Board Member Baltay: I would like to recuse myself from this item. I'll step into the back room, I guess. Chair Gooyer: Okay. Board Member Baltay: Thank you. ARCHITECTURAL REVIEW BOARD MINUTES EXCERPT Attachment C City of Palo Alto Page 2 Chair Gooyer: Why don't we start the staff report? Sheldon Ah Sing: Thank you and good morning. I'm Sheldon Ah Sing, contract planner, project planner for this project. I prepared a brief presentation. The applicant is here as well. The project requires architectural review, and that's why it's before the Board. There are no other exceptions being requested. Other requests that would occur after the ARB would be the lot merger as well as a condominium map. The project's located at the corner of Lytton and Kipling in the downtown. The combined lots would be about 15,000 square feet. The project would be 40 feet tall which is under the height limit. The adjacent uses include single-family homes, commercial uses and a City parking lot. This is the site plan depicting the historic single-family home. It's mostly designed to be independent of the new structure. The basements underneath, they're not combined; they are separate. The covered parking for the single-family residences would be in the basement garage of the mixed-use building. Some of the key issues are the adjacency to the historic building as well as the architectural design and context. Those are described in the staff report and will be further described within the environmental document that will come before you as well. Some of the next steps would be to complete and circulate that environmental document. That's expected pretty soon. It's a 20-day circulation period for that and also to receive formal comment, recommendation from the ARB. With that, we recommend that the ARB conduct a public hearing and provide some feedback on the concepts. No formal action is necessary at this time. Thank you. That concludes my presentation. I'd be happy to answer any questions you have. Chair Gooyer: Thank you. The applicant, you've got 10 minutes. Ken Hayes: Looks like it's a little distorted. Good morning, members of the Board. Ken Hayes with Hayes Group Architects. I'll be presenting the project on behalf of my clients, Brad and Bradley Ehikian who are here in the audience. I'm also joined this morning with Shari Van Dorn of Van Dorn Abed Landscape Architects. I'd like to thank Mr. Sing for helping us bring this application to you. We were here in 2014 as well for a preliminary. 437 Lytton, as he just explained, is going to be the combination of two sites on the corner of Lytton and Kipling. The Category 2 historic building is here. We'll combine the sites for about a 15,000-square-foot site. As Mr. Sing explained, it's CD-C(P). We have RMD at the rear, so there's some screening issues that are important. A public parking facility across the street. This is a picture of the existing historic home. On the right-hand side, the Lytton Building parking lot. There's a two-story Chicago Title building there now. This is the back of the historic home. That's the Chicago Title building. The program, demolish the existing two-story office building, develop a new building with a 1:1 approximately FAR. We're not quite there for the commercial. We're not using any TDR. We're not using any bonus floor area. We're not asking for any exceptions to parking; we're fully parked in an underground garage. We're creating two rooftop condominiums. One's a one-bedroom unit. One's a two-bedroom unit. The historic home will also become a two-bedroom. It's a home now; it'll remain a home. We'll be restoring that. Our HRB hearing, I think, is on the 10th of March. This is the plan that you saw back in June 2014. Essentially our goals are about the same, kind of reinforce the corner with the building mass. Put all of the utilities towards the rear of the building with access off the side street. Create some kind of public space that buffers and creates an entry court that one can see the historic building and also the main entrance to the building. This kind of creates an activity zone there. Then create a buffer at the rear to set the building back from—there's a residence located right here. There's also a residence on this side. When we were here in June 2014, comments were to think about the pedestrian overlay on the two sidewalk frontages. Maybe create some recesses, some planning opportunities. At the garage ramp, is there a way to screen the garage ramp so it doesn't feel like a big hole? Then possibly address the height of the staircase adjacent to the historic building. We've looked at all those things today, and I think we have a successful solution. This is the new site plan today. You can see the corner here. We've created a new treatment for the building with recessed planters and articulation of both the first floor and the second floor. The building steps back and creates this plaza space where we'll have some public art which is a really cool piece that we're not allowed to show you yet apparently, called the Nib. We have the main entrance off of Lytton, and then a secondary entrance for kind of a private entrance of the residents that can come in here and go up this elevator off of Kipling, the residential street. We also have our main entrance to the parking structure located there. We spent a lot of time working with Githa [phonetic], I forget her last name, who lives here trying to City of Palo Alto Page 3 create ways to screen the building from them as well as the homes over in this area. We have extensive screening in-ground. This is all the in-ground planting. Screening on the roof terraces, and screening on the roofs, all landscape screening to help provide a nice transition. We also are concerned about the setback from the house that's directly behind us. We're 31 feet at the ground floor. We're 20 feet at the upper floor at the office level, and then it steps back from there. The existing building is 27 feet, and it's a two-story office building. There is no landscaping except a hedge that's about this tall. Much, much less of an impact, if any, than the existing. We're trying to reference local roof forms that we find in the neighborhood with the roof form that we have on the building. That's part of the transition. Ground floor plan, pretty much open with utilities located at the back. The addition for the residence is really a 238-square-foot addition at the rear, and then it's a basement. 1,400 square feet sounds like a large addition for a small house, but it's really below grade. This shows the second-floor office space, generally open plan again with a large terrace at the back that has landscape screening on both sides. This is RER here which is 25 feet deep. Two exit stairs. The way that we reduced the height of the one staircase is we basically eliminated it from extending to the third floor. This will become a single-exit floor for the two residences. The exit is on this side of the building, no longer over here on this side where it was getting tall. I think, Chair Gooyer, that was one of your main concerns a year and a half ago. Former section of the building, really to show you that we've pulled this back so we can get in- ground planting at the rear of the building, create great screening. This is the daylight plane at the terrace level. The screening on the terrace. These are the residential units above. Two levels of underground parking. The Lytton elevation, the stair core is here. You can see the height of that stair core. We basically not only reduced the stair core so it's the same height as the building to the left on the corner, 23 feet. It sort of frames the historic house there. It's also almost 30 feet back from the street. In reality, you can't really see it, but we have this step-up line here that comes across. It's a nice transition to the new building. We've articulated this façade in a different way. Brought the mass of the building to the ground. Created deep recesses. Landscape planters along there. The windows here sort of slope back to welcome you into the courtyard and begin to reveal the historic home as you enter from the east down Lytton. Former proposed shows, again, the landscape buffer here. There's a home over here. At the rear entry to the garage, we have a steel-frame trellis that's eight—you'll see it in the next picture. This is the former north elevation that faces the residence where we had not addressed the buffering yet. This is the proposed elevation. There's an 8-foot metal, woven wire trellis basically that extends over the top of the car ramp and creates a wonderful screen. It's on Detail 11A 8.1 that shows you how we're screening from the existing. This planting is all on our property. Let me go back. This is the sloping roof. It's a zinc-colored metal roof, and these are balconies for the residential units above. This is the historic home. This is the former west elevation, and then the proposed west elevation. We kept the main roof form. It shows the house here, but it shows how we've reduced this way down from where we were before with this element located there. We've stepped this down to about 11 feet where it was 15 feet, almost 16 feet, before. That's the buffer to the woman, Githa, who lives in the home adjacent. Former corner shot. Proposed, you can see the building coming down, all the planting opportunities here. The historic home would be located there. This is all rooftop terrace. This is sort of from the back, so that you get a real good sense of how we're creating that screening. We had that before. This is our home. This is the historic home with the addition. This is Githa's home. This is how it steps down. She's going to hopefully plant vines on the concrete wall here. This is our backyard with the new specimen tree and a lot of planting. Shari Van Dorn is here if you have questions on the landscaping. Former historic home located here. This is the main entrance to the building and the stair tower which is no longer a stair tower. We pulled it way down. I'm really happy for the way this steps. You can see it's also set quite a ways back from the street. What's going to be wonderful is when you're in that stair, this corner window here basically allows you to just see the plaza and the historic home in front. Former garage entrance. This gives you an idea of this steel trellis structure that comes and covers it all, and then the fence starts at 8 feet here and it extends all the way back—not the fence, but the trellis. There's also a fence, but in-between the two there's the planting. We have vines growing on the metal screen to provide screening not only from above but also from the neighbor next door. That's it. Thank you very much. Look forward to your comments. City of Palo Alto Page 4 Chair Gooyer: Thank you. I have no speaker slips, but is there anyone in the audience that would like to address the committee? Seeing none, I'll close the public portion and bring it back to the Board. Kyu, you want to start? Board Member Kim: Yeah. Thank you, Mr. Hayes, for your presentation. I have a question maybe for staff to begin. I understand that there was a preliminary ARB hearing two years back, and then this hearing is not to make a decision. Was there a reason for that or what's the understanding? Mr. Ah Sing: What's driving that is because there's the environmental document that needs to be circulated. This also provides an opportunity for the ARB to provide some comments. We do have some time to make those changes if necessary. Jodie Gerhardt: This project is also part of the new annual office limit. We have a deadline of the end of March to make sure which projects are going to be potentially approvable at that point. Those projects would be able to be part of that office limit project. Board Member Kim: Thank you. Maybe that's a good place to start for other comments. When I first look at the project and the program, I know it's probably beyond the reach of anything that we can do design-wise. I feel like it is a lost opportunity to create some kind of a retail space on the ground floor as opposed to keeping it office, especially with that courtyard that's been formed there. I see so many courtyards of office buildings around town that really aren't activated and they aren't used. It feels like it's such a nice volume that could be used if the programmatic element of the space were different. Thank you for showing the—yes? Mr. Hayes: If you ask me a question, I'm happy to answer it about retail. Chair Gooyer: Let him finish, and then you can answer some of them. Board Member Kim: Thank you for showing the previous presentation slides. I always find that very helpful. I'm always curious to know kind of the design lineage of where this design has come from. Thank you for that. However, I think part of the previous design that I liked was the fact that there was a little bit more glazing and a little bit more glass. I think that made the building seem to float a little bit more. I think with this current design, it's become a little bit more grounded. It's not necessarily grounding of the building that I dislike, but it makes it appear a little bit more massive. Not from this view, but from the Kipling corner. I think overall from a pedestrian scale, especially at this corner as well, I just wonder if the building is doing enough to engage the pedestrians, if it's doing enough at that scale where a person is walking by, not just up and down Lytton but also for those people that live in residences down Kipling or further north of downtown. As they make their approach to the downtown area, what kind of engaging things does the building do to make sure that the pedestrian understands this building? From the plan perspective, I had a couple of questions. For the office uses, I know that they're somewhat separated by the lobby. You can answer this after. I was just curious if those two offices were going to be leased to separate office tenants or if there is going to be a single tenant. Also, the access for the residences up above, it seems like if the offices are closed, is the lobby closed? Does that mean that they only have access to downtown by going through that back corridor and then down Kipling or is the lobby accessible for the residences so that if they're having dinner somewhere downtown, they don't have to necessarily walk all the way around Kipling and they can enter from the Lytton side? I'm sorry. I do appreciate the organization and the thoughtfulness of the utility corridor and the services. I'm always very appreciative of underground parking. I'm glad the residences have been incorporated. I think that's really becoming a key factor, especially in our City where we just don't have enough places to live. I just want to say that it's great that there are residences. It's too bad that there couldn't be more. I think I'll leave my comments at that, and maybe you can answer just a couple of those questions that I had. Mr. Hayes: I'd be happy to, Board Member Kim. What about retail? We are in the pedestrian overlay zone, so we're required to design the space so that retail could be a viable occupancy at some point on City of Palo Alto Page 5 the ground floor. That was one of the reasons that we essentially set the building in and went with a frameless glass system from this point to the corner, and then it returns. That could easily be changed if we wanted doors that would open onto the beginning of the plaza there. That option is available. I know we had a lot of glass before, but I felt the comments we received from some of you who were on the Board at that time were good comments. I do think that the response that we have here is very similar to the response that new commercial buildings on Lytton have had. Where there's a large window in a recess with planting opportunities below that to kind of provide some buffer, a place for somebody to sit. It would be seat wall height. We do see that this could be changed to retail. Instead of stringing it along, that whole ground floor, I think it would make more sense to create a synergy here. We'd still have the office entry, but you have the retail entry in the same general location. It all kind of feeds off of that plaza that we have on the ground floor. That's the short answer, I guess. In terms of multiple or single tenants, we like to design flexibility in. That space at the rear is intended to be some kind of assembly room, a kitchen, cafeteria—not cafeteria but a break area for the building, for the office occupancy. It could be a separate space that then the office would have access too. If we had the lobby open at all times for residents and office users, that's how it was conceived. However, if the residents don't want to go through the main lobby, they do have the option to come off of Kipling through a gate and down the back sidewalk into their own private entrance and elevator to take them up. I would hope that they would use the front, but you never know. The reality is they're going to park in the garage if they're coming back from somewhere, taking the elevator up, but coming out the front to engage with the downtown would make sense. We're not prohibiting that. It's really a function of who the tenants are, I think. I think that answers. Actually on, Board Member Kim, just one more slide. We spent a lot of time, I think, on the design of this and how do we transition from this residential community to the downtown. That's the challenge for this whole section of Lytton on this north side. By having primarily landscape features here and setting the stair back, I believe the stair is set back approximately in the same plane as the house that's next door. It provides a nice transition and creates an area for a planter here with a potential seat wall so you could wait for somebody who's coming from the residential area. I felt like that did a good job trying to engage. Right away, you've got these big windows that look into a potential retail space or, I think, the initial intent is that they'd look for an office tenant to be honest with you. It could transition over time, so it's flexible. Thank you. Board Member Kim: Maybe in closing, I guess, to me it still seems that the building is almost turning its back onto Kipling especially with the possibility that the space could be converted to retail at some point. It seems that the entrance point to that retail or even currently with office space is really more towards the smaller, historic building as opposed to any kind of entry along the Kipling/Lytton corner. Lytton does extend quite a bit further down towards Middlefield with additional downtown-related activities. With any possible expansion of the downtown, I think, the building to me seems like it still doesn't open itself enough towards Middlefield side of town. As far as the scale of the pedestrian as you're walking down Kipling towards downtown, I think there are elements that break up the building enough, but I think my comment was more towards things that you can reach out and touch. I understand that there's a bench there, but I think once you start hitting what appears to be yellow in this perspective, once you start hitting those surfaces, I think it starts to feel a little bit stark. Maybe there could be a little bit more done to kind of break that up, but it's just a comment. Thank you for your explanations. Chair Gooyer. Thank you. Alex. Vice Chair Lew: I have a few questions. Ken, I was wondering if you could walk us through the materials board. I think the material I want to know most about is the Parklex, particularly like the gold color. If you could just walk us through the materials. Mr. Hayes: Is that the only finish board that's here? The one that I brought. Vice Chair Lew: Yes. There's something down there, but that might be another project. Mr. Hayes: There's two Parklex colors. As you know, it's a rain screen product which is, I think, great for building performance. Is that—that's 3225. The lighter of the two colors is intended to be a panelized City of Palo Alto Page 6 look on the commercial part of the building. The reason for choosing a wood product instead of a cement product or a plaster product on—sorry—or a metal product was to relate more to a residential feel of the community. When we move to the residential units on the third floor, the idea is to take that same Parklex product in a different color and use it in more of a plank form, so that it begins to look like what you might see as a lap siding in a more modern way. We carry that all the way down to sort of the reference roof form, and then wrap the third floor with that. That was the thinking about the Parklex. The metal, the roof is a metal, zinc gray, standing seam roof. I don't know what M1 and M2 and all that is, but you can read the written description there. The stairwell that faces the residential area is a metal, but it's actually a shingled, sheet metal product, so it has a smaller scale. We played with lots of different options on that. We just kept coming back to something that had more texture once again, because we felt like it tied in better to the scale of going down Kipling. Whereas, when you go around to this side of the building, it's more of a detail metal panel, an aluminum composite metal, that outlines the building shape. Other materials, obviously clear glass. These are actually aluminum shade sun fins that wrap this corner here, and then they also recur back here at the commercial lobby behind the stair. The railing, I know it's something that Board Member Popp and some of you also used to be concerned about. Right now, we're not proposing any kind of film on the third floor glass rail. It's a glass rail with a stainless steel metal frame. I think the stainless steel is on there. Vice Chair Lew: Thank you. I have a question for—is it Shari, the landscape ... Mr. Hayes: Yeah. Vice Chair Lew: I was wondering if you could explain—there's some things that I haven't seen before in designs. I think you've got sort of an unusual bench and then like a wavy planter wall. If you could comment on that. Also with regard to screening the neighbors, I did notice that most of the trees are being removed on the site. I know there are a couple being retained, but there are some in the back garden area. I did look at the tree protection plan, but I was wondering if all of the neighbors are in support of all of the tree removal. It's going to affect their privacy. Shari Van Dorn: Right. Starting with the elements you first mentioned. In the plaza, we're trying to create a fun, engaging space, so we've got these wave planters that go up and down. They're just kind of fun and playful. Then we have these precast concrete benches which actually retain soil so that it creates a raised planter to give a little bit of privacy from Lytton to the plaza and kind of creates an engaging space. Those are the elements that you were mentioning. As far as screening, we've taken a lot of care to try to do our best to get some privacy for the neighbors like you mentioned. Most of the trees did have to get removed because of the building and the placement; however, we're putting an evergreen tree in the back that you can see there to help screen. We have some hedges along the back edge which are a combination of pittosporum and bamboo. They'll get to be anywhere between 10 to 20 feet tall, and they'll need to be maintained by the owner obviously to keep that height and keep them trimmed. I think they'll provide excellent screening. At the upper level roof deck, we also have additional hedges there that can get about 8 feet tall. If you're standing on that deck, your eye level will always be below the plant materials, and that's intentional so that off to the left you're not staring at those neighbors. Off to the right, you're not also. We're trying to get a lot of privacy there. Vice Chair Lew: It seems to me that there may be a privacy issue between two of the different properties on Waverley. There's number ... Mr. Hayes: On Waverley? Kipling? Vice Chair Lew: I was actually thinking Waverley. I thought I wrote the numbers down somewhere. It seems like there are two houses right on Waverley. One is a duplex. I think I wrote the addresses down somewhere. Mr. Hayes: Board Member Lew, I think it's the first house in on Waverley; that's the one, I believe, is owned by Githa. She is the owner that we worked with. I don't see the ... City of Palo Alto Page 7 Vice Chair Lew: She came to the previous hearing. Mr. Hayes: Yes, she did. Yeah, that's right. Vice Chair Lew: I do recall that. Mr. Hayes: She wrote a letter too. Vice Chair Lew: I was concerned about the second house in, which seems to be a duplex, where there's like a garage. Mr. Hayes: Githa's home actually was the other home that was built just like this one originally. They're replicas of each other. She's added onto hers. I don't know about the house that's further north on Waverley. I don't recall being contacted by them. Vice Chair Lew: I think it's 439 and 441. It seems like there's a house on the front and something in the back. When I was out on the site, it seemed like they had a deck that overlooks your backyard, and your (crosstalk). Mr. Hayes: (crosstalk) our backyard. This is not our backyard; this is our terrace. Githa's here. She has a deck and a new addition back here. You're talking about the house that's then here, I guess. Right? Vice Chair Lew: No, no. I was thinking just where you've got the proposed new tree. Maybe I'm wrong. I mean, I did go to the site yesterday, and I was looking at all of these things. I thought that there was an issue. I was thinking that there's a potential issue between that house, which I thought was ... Mr. Hayes: This is Githa's home. Vice Chair Lew: Right. I was thinking of the one—that one. Mr. Hayes: We've not heard anything from this, and this is where we have this specimen evergreen tree that's been planted. They look into a backyard basically. Vice Chair Lew: Yeah. There's an existing tree that's being removed, and it's pretty nice. I mean, it's nothing amazing. That was the one that I was mostly concerned about. It seems like you're excavating that area for maybe the plenums in the garage or something. It seems like you had a large area. Mr. Hayes: The excavation, I believe, ends right at this planter here. Vice Chair Lew: Right. The tree is right in that. Mr. Hayes: The tree's right—the existing you're saying? Vice Chair Lew: The existing tree. Right, the existing tree is closer. Anyway I think my question was, was there a way to save that tree. I think you're saying no. Ms. Van Dorn: There probably isn't, but that tree is also rated as low by the arborist in terms of health, so it's not really rated high for saving just because of its current health. Vice Chair Lew: Why don't I move on? We did get an email from Mr. Buchanan. He was asking why can't there be retail on the ground floor. I did want to say that in the downtown zone we do have the CD-C zoning with the P overlay, and then some areas have the GF overlay which that actually restricts things like office uses and like business services. It really does require—you can do some other uses, but you need a conditional use permit. Really that's the trigger for that. That is University Avenue and some City of Palo Alto Page 8 of the side streets, but it doesn't include Lytton. That's why Lytton has always been—it's been more of an office. There's a little bit of retail, but it's not required under our zoning. That's the distinction between Lytton and University. Mr. Hayes: Because it's still in the P overlay district, it needs to be designed in a way that if a retailer was going to, it would be viable. Vice Chair Lew: Yes. Anyway, that's the story on that. It's possible but it's not required by our zoning. I think he had several questions about the parking and the residential permit parking thing. I think that's not really our Board's purview so much, but it seems like you are providing more parking than is required. Since the RPP is so new, I don't really want to comment on that at this point. We've just started it, and it's still being modified. My take on it is to wait and see. His question was do you—seems like he wants to restrict any future tenant from ever parking in his neighborhood. We can't do that. Some places do that, like Stanford can do it because that's all their private property. They know who their employees are, and they—when you sign like an employee contract, like you have to give them your driver's license and your license plate, and they make sure that you never park on campus if you're not a full-time employee or whatever. They do stuff like that, but we can't do that. We live in a city. Mr. Hayes: He wants retail, and he doesn't want anybody to park in this neighborhood. If it's office, you could certainly control that much better. Vice Chair Lew: Office. I think they're getting at the full-time office employees. Anyway, that's where we are on that. On the building compatibility, I would just say like the amount of frontage that you have on Lytton is comparable to other new buildings on Lytton. I think you have sort of like a setback where you're planning the art and whatnot. That is similar to 379 Lytton which is just a block down, where they've sort of set the building back (crosstalk). Mr. Hayes: Is that the one on the corner? Vice Chair Lew: On the corner, to work with the little—there's like a little Mediterranean house that's a restaurant. They did step that back in respect to the smaller existing house. You're doing something similar, so I can support that. I also appreciate that you're really keeping the massing right at the sidewalk level down to like two stories, and then you're stepping it back. I think that that's appropriate for Lytton. We have some other buildings on Lytton that are three stories at the sidewalk level, and then fourth floor is set back. They feel a little big to me. I mean, I think that this is more compatible with the prevailing buildings on Lytton. I can support that. I'm having some issues with the gold Parklex. It seems a little out of character. It seems a little too contemporary for Lytton. I think the only other building that I recall where that has been used in Palo Alto is the Theranos in the courtyard. It's a little yellow. It's like a little bright to me. Mr. Hayes: That's not Parklex though. Vice Chair Lew: Is it not? I thought it was like ... Mr. Hayes: We talked to them. Vice Chair Lew: I know that we—I think they were proposing it, but I know that things changed in the ... Whatever it is, like that's like too bright. I've looked at Parklex on the computer monitor which is not necessarily so accurate, but it seems really yellow. This seems better. I would just say that the adjacent buildings on Lytton, say like 379 Lytton, that's like stone and wood siding. 390 Lytton is bronze metal and brick. Like it's a little darker and earthier colors. I generally like the warmer, like the reddish colors. I think the other concern I have—I'm not sure I'm opposed to it. All of the zinc standing seam, I think it's mostly my objection may be just the amount of it. I think my concern is that the surrounding zoning there and all those houses is RMD NP which is maintaining the visual character and historic character and retaining the single-family houses. These are all sort of the wood aesthetic. I do like the (crosstalk). City of Palo Alto Page 9 Mr. Hayes: (crosstalk) wood shingle? Vice Chair Lew: Yeah. I like that the stain gives you texture and relief and shadow. I do like all of that. It's just, I think , the amount of the gray could make it seem incompatible. Mr. Hayes: You're thinking dark. When we were here before, we had a darker color, and the comments were, I think, it's a little bit too dark. Like the form, this is a little bit too dark. Vice Chair Lew: No, I think this is better, I think, than the dark taupe. I'm thinking out loud. Mr. Hayes: Okay, I'm with you. Vice Chair Lew: Mostly because we had lots of Kipling folks in protest of the 429 University project. After that we had some projects split this RMD NP zoning which I've never really encountered before in Palo Alto. It seems like that NP zoning is trying to say something fairly clear about maintaining the existing quality of the neighborhood. That's different than other (crosstalk). Mr. Hayes: it's a higher density than the R-1 neighborhoods. The RMD is a higher density. Vice Chair Lew: Yeah, I do understand that. That's where I am on the materials. If you can, I think just to go back to the second house in on Waverley, on your site plan try to include the deck in your documents. My hunch just going to the site is that it's closer—the deck makes that building closer than your drawings appear. I don't know what's inside that building, if it's just a garage with a recreation room or if that's actually the second unit. I think my other main comment was on your trellis over the garage ramp. I think you're putting it close to the street. I was wondering if it made any sense to have that at the building setback line for the adjacent house. Again, just thinking out loud. Mr. Hayes: Let's see. Are we on the property line with that or are we ... Vice Chair Lew: It doesn't seem like you're on the property line. It seems like you may be like 5 feet back. Mr. Hayes: I mean, that could certainly push back. We still have screen between the driveway and the property line; our screening still comes through. If we cut that trellis member back, we probably pull the 8-foot woven wire, metal back with it. Maybe that pulls back to the face of the stairs. Is that what you said? Vice Chair Lew: Yeah, that's what I'm thinking. I don't have a strong opinion about that. It was something that popped into my head this morning. Again, just trying to maintain the pattern of Kipling Street as long as possible, and then the Lytton building is its own thing. I think that's all of my comments for now. Chair Gooyer: Wynne. Board Member Furth: Thank you. I haven't seen this before. It's good to see it now. I spend a lot of time walking this neighborhood. I live in this neighborhood. It's probably the most eclectic in the City, certainly in terms of the vintage and varying heights of its buildings. I have some thoughts and some questions and some things I'd like to know more about when we see this again. I appreciate the attention to daylight planes, and I appreciate the thoughtfulness about putting landscaping in appropriate places. I'd like to know more about visual intrusion from the upper levels to the homes, buildings along Waverley and Kipling to the end of the block essentially. I mean, we have the classic wipe-out all neighborhood privacy with 101 Alma. Apparently it wasn't enough to keep a Council Member from moving in. On the other hand, he did join the Council perhaps because of concern about impacts. I'm still concerned about the impacts of this building in two ways. One is that walking down Lytton is a City of Palo Alto Page 10 highly varied experience. Some of it is pleasant; some of it is awful. Bank of America would probably be the nadir, wouldn't we guess? Chair Gooyer: Yes. Board Member Furth: That's the bottom; you don't want to be worse than them. It's an example of a failed plaza. It's got an open space; it just doesn't make it pleasant to be there. Mr. Hayes: That's lesson number one, you don't elevate a plaza. Board Member Furth: I'm sure there's some elevated plazas that could work, but that one doesn't in my experience. I'm also curious. The western wall of your staircase, what's it made of? Plan west. Mr. Hayes: This is also the shingle, lapped metal. It matches the other stair. Board Member Furth: One of the things that I'm curious about, and it concerns me, is that open stairwells are great for encouraging people to use stairs. I like it when they look out into the world, but there's one built further up on Everett by High Street on a building that has said it's for a skin care facility that really strikes me as an intrusion. It's like this lighthouse. Mr. Hayes: That's our project. Board Member Furth: I don't like it. Mr. Hayes: Thank you. Board Member Furth: I couldn't comment on it ... Mr. Hayes: The ARB liked it. Board Member Furth: ... at the time because it's near me. I live there; I don't. I'm glad to know that the side is not translucent, because I think there's a problem. If it provides soft, night street lighting as pedestrians walk by, that's great. If it provides excessive lighting, it's not. Mr. Hayes: You're talking about the stair still or the rail? Board Member Furth: Yeah. Mr. Hayes: The stair. Board Member Furth: It's nonresidential intrusion. Mr. Hayes: The lighting would be very, very important (crosstalk). Board Member Furth: I'm not sure what the best—I think that the big driveway down into the garage on Kipling is a problem. I think driveway entrances, subterranean garage entrances in residential neighborhoods are not pleasant for pedestrians. They send a really clear signal that this is not—you're not in this neighborhood anymore. I think it probably will be very helpful to observe the setbacks and they are built of the adjacent residential neighborhoods and try to pick them up and echo them and reinforce them. I'm concerned about the transition to the historical home next to your project. The fact that it belongs to the same property owner has its uses, but it doesn't lessen the fact that this seems to me to be a new building that's making that building look like it's not long for this world. It looks more like block busting than transition. On the other side, on the Kipling frontage, could you show us those roofs again that you were echoing? City of Palo Alto Page 11 Mr. Hayes: Yes. I'm just writing some notes. Board Member Furth: We've probably got every conceivable roof form in the City somewhere in Downtown North. Mr. Hayes: Yeah, (crosstalk) you do. Board Member Furth: I think some of the most striking ones there, the Dutch gambrels are over in Professorville. Mr. Hayes: Yeah, this is from that neighborhood. Board Member Furth: We don't do that. Our distinctive feature, it seems to me our best modern building is probably the international style building, about six stories on Everett which looks so smashing with its lovely flat roof and clean lines and somehow it doesn't sag. The way that the building tilts and cantilevers out towards the residential neighborhood, at least in the drawings, seems to me to increase the sense of intrusion of a more—urban is the wrong word. Mr. Hayes: We sense it more as though you have a big porch on those old homes and the roof would come out, and you have a recess. Board Member Furth: I experience it as it falling over onto the little residential buildings. For me, it adds to the sense of instability. The entire neighborhood can feel that it's being slowly pushed into the creek. I think what causes that for me is the substitution of more hardscape for less hardscape. When you're walking by, you can tell, whether your eyes are open or closed, how much greenery there is as you walk down those streets. We are clearly much less green than south of Forest. This project seems to me as its shown here to be extending that hardscape, literally grittier feel. I would appreciate optimizing, maximizing the sense of plant material changing the air and the sound and the experience. This is also a neighborhood full of bootleg software factories and nominally residential neighborhoods. I don't know what we do about that, except be sure that residential is designed to be residential. I would like to see a more hospitable pedestrian experience walking down Lytton on that block. I understand there are trees there, and I know sometimes you show them and sometimes you don't so we can see the building. I don't see where I'm going to pause and talk to a friend. It's a noisy street, but it's not that noisy. I don't see where I'm going to sit. I'm always looking for benches with backs. This is an elderly neighborhood. We haven't all moved out to be replaced by the people who are coming. In fact, the current demographics sways old. Mr. Hayes: I'm sorry. The what? Board Member Furth: The current demographic of that census tract is both old and young. There's lots of kids. There's lot of older people. In other words, there's lots of people who don't make it all the way down the block without pausing to sit. I would be interested in seeing ways of making that more hospitable. Thank you. Mr. Hayes: Thank you. Chair Gooyer: Thank you. I think a lot of good comments have been mentioned. I think most of mine have been included. Just a couple of things which I guess is quite often the case. I think the nicest view of this building is the sort of bird's eye view which no one will ever see. Part of that is that we've been talking here as far as the perception when you're walking right next to the building. You've done a lot of reducing in scale and everything else. I appreciate that, but it still looks like a very massive, squared off, not really inviting, two-story building right at the street level. I think part of that is also some of the discussion we've had of possibly having a retail space in there which would make it a little bit more inviting than if it was an office space. That's not really a design issue per se. It just strikes me as that. I do agree also that if it wasn't for the fact that the same owner owns the small, little building next door, City of Palo Alto Page 12 I have a feeling that if this was from a separate owner, that person would be very upset at this point, to get something like this next door. I think we're looking at it that those two would never be separated, but there could theoretically be a situation where sometime in the future that house gets sold, and it's not associated with it. Then it comes out of the purview of the building on the corner. You've gone a long ways to tone it down on that side, but I don't know if it's there yet. I think that's probably—let me see. I think that's probably it. You've gotten some pretty good ideas. I don't want to throw too many of them in there. I think still in my case you've done a good job of toning it down somewhat, but I think it's still awfully massive for the area, where it's located. Any other comments from anyone? Vice Chair Lew: It is under floor area. Mr. Hayes: Yeah, we're way under. Chair Gooyer: No, I understand that, but I mean ... Vice Chair Lew: You're saying it looks massive. Chair Gooyer: It looks massive. I mean, you and I both know you can make a building look a whole lot bigger than it actually is or look smaller than it actually is. Mr. Hayes: Part of that, Chair Gooyer, is that we're trying to move away from the residential district behind. We're reinforcing the street edge, and we're two stories. It's a difficult site and ... Chair Gooyer: Like I said, maybe it's just a matter of the ... Mr. Hayes: The material? Chair Gooyer: Like I said, my first comment about it was it looks a whole better from the bird's eye view, because then it's the most interesting. You've got the various shapes. If you're walking along the street and looking up, it's a pretty straightforward, squared off, two-story building. Maybe that needs some more recesses or something to make it a little bit more human scale. I don't expect you to put a huge, residential-looking building there. That's not the point. Something to tone it down a little bit. I do agree with Alex's comment. Some of those things, once you get a big scale, they begin to look awfully yellow, the gold color. Mr. Hayes: On the panel. Chair Gooyer: Anything else from anyone? I think that's it. You've probably got enough to go with. Mr. Hayes: Thank you very much. PUBLIC HEARINGS 2. 1700 Embarcadero Road [15PLN-00394]: Request by Deeg Snyder, on behalf of Jones Palo Alto Real Property, LLC for a Architectural Review and Site and Design Review to demolish the existing approximately 18,000 square feet building and construct a new approximately 62,000 square feet building for an automobile dealership. The application includes Design Enhancement Exception requests to allow deviation from the 10 feet build-to-line from Embarcadero Road and Bayshore Road and deviation from the height limit requirement to accommodate elevators for rooftop access. A request to apply the Automobile Dealership (AD) zoning overlay is also being considered separately by the Planning and Transportation Commission. Environmental Assessment: An Initial Study and Mitigated Negative Declaration are being prepared. Zoning District: CS (D) Service Commercial and Site Design Review Combining District. For more information contact Project Planner Sheldon A. Sing at sheldon@mplanninggroup.com City of Palo Alto Page 13 3.2501 Embarcadero Way [File 15-PLN-00371]: Request by Public Works for Site and Design Review of a New Two-Story, 7,500 Square Foot, 50-Foot Tall Building Designed to Handle Sludge De-watering and Truck Load-outs, with Adjacent Stand-by Generator, Outdoor Equipment Area and Landscaping Improvements to be Centrally Located on the Regional Water Quality Control Plant Site. Environmental Assessment: A Draft Mitigated Negative Declaration Has Been Published and Circulated for a 30-day Public Review and Comment Period. For more information contact, Project Planner Amy French at amy.french@cityofpaloalto.org 4.3225 El Camino Real [15PLN-00003]: Request by Hayes Group Architects for ArchitecturalReview of a new 29,249 sq. ft. mixed-use project, replacing the existing 7,000 sq. ft. retailbuilding, that includes eight residential units and 11,984 sq. ft. of commercial space. The two-building project includes surface parking and one level of below-grade parking under the two and four story structures, providing a total of 74 parking spaces. Project includes a shared parking reduction request of 1% (1 space) and a Design Enhancement Exception request for a 3% reduction to the Build-To-Line requirement. Environmental Assessment: An Initial Study and Mitigated Negative Declaration have been prepared. Zoning District: CS Service Commercial. For more information contact, Project Planner Clare Campbell at clare.campbell@cityofpaloalto.org Board/Staff Announcements, Updates, Reports, and Comments: Adjournment Subcommittee Members: Robert Gooyer and Peter Baltay SUBCOMMITTEE ITEMS None. STAFF ARCHITECTURAL REVIEWS: Project Description: Replacement outdoor seating and umbrellas at an existing coffee shop Applicant: Alexis Ochoa Address: 4001 Miranda Avenue [15PLN-00388] Approval Date: 2/9/16 Request for hearing deadline: 2/23/16 Project Description: Amendment to an existing conditional use permit to allow reconfiguration of the site plan. Applicant: Angelic Williams Address: 701 E. Meadow [15PLN-00268] Approval Date: 2/5/16 Request for hearing deadline: 2/18/16 Project Description: Façade modifications that include paint work, window replacement and new signage. Applicant: Ayumi Sakata Address: 403 University Avenue [15PLN-00409] Approval Date: 2/4/16 Request for hearing deadline: 2/17/16 City of Palo Alto Page 1 Call to Order Roll Call Present: Chair Robert Gooyer; Vice Chair Alexander Lew, Board Members Peter Baltay, Wynne Furth, Kyu Kim Absent: Oral Communications None. Agenda Changes, Additions and Deletions None. City Official Reports 1.Future Tentative Agenda Schedule and Subcommittee Assignments2.List of Staff Approved (Minor) Architectural Reviews Continued Business 3. 2515-2585 El Camino Real [15PLN-00170]: Request by the Hayes Group Architects on Behalf of ECRPA, LLC for Site and Design Review to Allow a New 39,858 Square Foot, 3-Story Mixed Use Building Including Retail, Office, 13 Residential Condominium Units and One Level of Underground Parking on a 39,638 square foot Lot to Replace a 9,694Square Foot Existing Restaurant (Olive Garden). The Project Includes a Request for a Conditional Use Permit (CUP) to Exceed the 5,000 Square Foot Office for the Site by Approximately 4,835 Square Feet. Environmental Assessment: An Initial Study was drafted and a Mitigated Negative Declaration was circulated on January 19, 2016. Zoning Districts: CC (2) and CN. For more information, contact Margaret Netto at margaret.netto@cityofpaloalto.org. New Business 4.2747 Park Boulevard [14PLN-00388]: Request by DES Architects, on behalf of Jay Paul Company, for Architectural Review of a new three-story 33,323 sq. ft. research and development project, replacing the existing 4,800 sq. ft. commercial building. The project provides 133 parking spaces and includes landscape and pedestrian amenities. Environmental Assessment: An Initial Study and Mitigated Negative Declaration were circulated on January 29, 2016. Zoning District: General Manufacturing (GM). For more information, contact Clare Campbell at clare.campbell@ctiyofpaloalto.org. 5.411-437 Lytton Avenue [14PLN00-489]: Request by Hayes Group Architects, Inc. On Behalf Of Ehikian & Company for Architectural Review to allow the demolition of an existing ARCHITECTURAL REVIEW BOARD MINUTES EXCERPT: March 17, 2016 City Hall/City Council Chambers 250 Hamilton Avenue City of Palo Alto Page 2 commercial building and the construction of a new three story mixed-use, office and residential building (two units) and a 1,417 sf Addition To An Existing Historic Category 2 residence on two lots to be merged. A two level underground parking garage is proposed to be constructed under the new mixed use building adjacent to the existing residential building. Environmental Assessment: A Mitigated Negative Declaration was circulated February 26, 2016 to March 17, 2016. Zoning District: CD-C(P) Community Commercial Downtown District and Pedestrian Shopping Combining District. For more information, contact Sheldon Ah Sing at sheldon@mplanninggroup.com. Chair Gooyer: Peter, why don't you go ahead? Board Member Baltay: I'd like to let Board Members know that I'm going to recuse myself from the next project and then the following one after that as well. Thank you. Chair Gooyer: Thank you. This next project is 411-437 Lytton Avenue, request by Hayes Group Architects Incorporated on behalf of the Ehikian and Company for architectural review to allow the demolition of an existing commercial building and the construction of a new three-story, mixed-use office and residential building, two units, and a 1,417-square-foot addition to an existing historic Category 2 residence on two lots to be merged. A two-level underground parking garage is proposed to be constructed under the new mixed-use building adjacent to the existing residential building. Environmental assessment, a Mitigated Negative Declaration was circulated February 26th, 2016 to March 17th, 2016. Zoning district is CD-C(P), community commercial downtown district and pedestrian shopping combining district. Staff. Sheldon Ah Sing: Thank you. I'm Sheldon Ah Sing, Contract Planner. I have a presentation for you. The applicant is also here to give a more thorough presentation. As mentioned, that is demolition of an existing two-story commercial. It's also proposing merger of the parcels that would include the single- story historic residence adjacent to the project, and the construction of a three-story, mixed-use building with two units on the top floor. The requests are for an architectural review. The key issues would be the adjacency to the historic structure as well as the architectural design and context. The Board previously reviewed this at their meeting in February. Some of the comments had to do with the accommodation of retail. The project is located within a pedestrian combining district that doesn't require retail, but does require that there is some design for that type of activity. The Kipling Street elevation lacking some detail. There was some issue with perhaps a color and certain materials that were used on the building in relation to the other structures in the area, as well as a transition to the historic property and the surrounding. The applicant did make some revisions in response to those. Just briefly here at the intersection, the tree wells were connected with a more elongated planter. At the sidewalk, there's some removable planters at the base of the building that would allow for some entries if a retail use was to be on the ground floor. That's along Lytton as well as Kipling. The trellis that is over the ramp was set back. There was also some mention of some lower lighting within the stairwell that's adjacent to the historic structure. Regarding the color and materials of the building, the top is the original proposed, and that included some wood siding with kind of a gold color. The vision at the bottom is now using a fiber siding, replacing the wood siding. The color is more of a gray, muted. That seems to relate better with the adjacent projects. There was a Historic Resources Board meeting last week, and they had some concerns about the mixed-use building, the setbacks. Although, it was explained that, regarding the daylight plane, that was applied, but there is no daylight plane within the same zoning district. They had some issues with the roof element and some of the mass of the building. They recommended that the project is consistent with the Secretary of Interior Standards with a modification to the third floor, the roof. That was a 4-2 vote. What the applicant did was made the top roof more shallow, I think, by a couple of feet. The applicant, in their presentation, shows that a little bit better than here. It does read that it is more shallow on that top floor. The overhangs are not as deep. Here you can see as well sort of the frontal view from Lytton of the modification. The top was a previous, and the lower is the proposed. This is in your plans, but this also shows the top is the Kipling Street elevation. The project there does apply the daylight plane, and that is consistent with the daylight plane analysis. You do see that there's a portion of the building that kind of juts out at the ground level. City of Palo Alto Page 3 That's because the property does have an irregular shape at the rear, but even that portion of the building is in scale with the adjacent residential buildings. At the lower, it's an image that is along Lytton. You can see the transition there. You have the stairwell, and that's at really the same height as the commercial building that's at Waverley, at the corner there. The dimension between that commercial building and the historic structure is roughly the same as it is between the historic building and the new mixed-use building. There's some symmetry there, and there's some planning that went into that design. The project is subject to CEQA, the California Environmental Quality Act. There was an Initial Study and Mitigated Neg Dec that was circulated as mentioned previously in the introduction. There were some impacts and mitigations that are proposed. Those impacts had to do with biological resources. There are some potential nesting birds onsite; some standard mitigation there that you see on many projects. The cultural resources, because the project does include a basement underneath the historic building; although, there is another basement with the mixed-use building. They are separated, but there are some concerns there; therefore, there are mitigation measures. Noise, having to do with vibration. The construction of the project may impact the historic structure, so that was included as an impact. There are mitigation measures to make sure that—these impacts are all to a degree of less than significant. With that, we would recommend that there be approval of the mixed-use project based upon the findings and subject to the conditions of approval. That concludes my presentation. Be happy to answer any questions. The applicant does have their presentation. Thank you. Chair Gooyer: Thank you. Any questions for staff? Board Member Kim: I have a quick question for staff. Am I understanding clearly that the reason for the lot merger is so that the existing single-family residence can be enlarged or is there—the question maybe should be what is the reason for the lot merger. Mr. Ah Sing: I think perhaps that question is better for the applicant. Just by staff reviewing the project, by having a bigger lot you do have better opportunities to fit the development standards, and you have more floor area potentially. Those are some of the reasons that staff can see, but I think really the applicant can better answer that question. Chair Gooyer: Ken, you can go ahead and ... Board Member Kim: I'll go ahead and ask the applicant. Ken Hayes, Hayes Group Architects: Ken Hayes with Hayes Group. The motivation to merging the lots was to create more flexibility in terms of site planning, not having to restrict ourselves by that physical property line. We can use an imaginary property line at this point between the buildings. It provides flexibility in terms of parking, and it also does allow a greater FAR because the site is bigger. However, we're under the FAR by quite a bit actually, allowable FAR. It's really flexibility and to think of the whole site as one. Thank you. Board Member Kim: I was just generally curious. Thank you. Chair Gooyer: Any other? Vice Chair Lew: I have a comment for staff on the Zoning Ordinance. This is just an inconsistency that I found in here. In our performance standards for visual screening, it says a minimum 10-foot planting and screening strip shall be provided abutting low-density, residential districts, which is R-1, R-2, and RM- D. It's a 10-foot standard. But in our tables for the CD-C district, it says that for mixed-use buildings there's no interior side yard required. I know an interior side yard is a little different than landscape screening. I think the project is providing landscape screening. It's not necessarily 10 feet, and it's providing like vines and vertical elements. It seems to me it's just an inconsistency, because you could read it either way. I think some people could argue that if you have two conflicting standards, the stricter should govern, which would be 10 feet. I don't know. I know this has come up before, I think, on other projects. I think the staff has been applying it consistently, but it seems that, since we're doing City of Palo Alto Page 4 clean-ups in the Code, maybe this could be one of them that's clarified in the next round of corrections. That's all that I have for staff. Chair Gooyer: Anyone else? Wynne? In that case, let me bring it to the public portion. I have two speaker slips. On the first one for Vincent Leong [phonetic], it says has a presentation to show. Can somebody tell me what the length of that is? Vincent Leong: It's short. They're just basically ... Vice Chair Lew: Can we do disclosures? Chair Gooyer: Pardon me? Vice Chair Lew: Can we do disclosures since we're waiting for a minute? Chair Gooyer: Sure, go ahead. Vice Chair Lew: I will disclose that I met with one of the neighboring property owners who's going to speak next, which is Mr. Leong. Board Member Furth: Did you meet with the applicant? Vice Chair Lew: I did not meet with the applicant. Mr. Leong: Hi, I'm Vincent. I am living in 340 Kipling Street. My wife and I actually moved in less than a year ago, so we're coming a little late to this project. We've only recently learned about this. This is one of the renderings we found in the packet that we received. I know it's a little bit modified from this point. We're the house that's right next to the smaller one in the center. In this rendering, it looks pretty large, but I've taken some pictures to show what it really looks like. This is 437 Lytton, and my house is actually the one with the two dormers that directly faces the building that's proposed to be torn down. This is a view from my second-story window. That's what I'm looking at right now. The new construction is going to actually be all window or very large amount of window. That doesn't really have enough mitigating landscaping to ensure the privacy from my second-story windows. That is actually a view of my backyard; the structure is my garage. I would share a fence with part of this construction. This is a view of what I would see, and it would look into the second-story terrace of 437 Lytton. I know that that tree is supposed to be torn down with some landscaping put up. My concern is actually the privacy and the noise from my backyard. This is actually another view from my window. This is what I would look into from my second story, into that terrace on the second floor. The noise is an issue because, in Downtown North late at night, noise really carries. It's relatively quiet. The previous tenant here used to be Trip Advisor, and people worked 'til 2:00, 3:00 in the morning. I've had three noise complaints where I had to call the police three times, and one of the neighbors called the police, because people were talking in the parking lot, and noise carries throughout the entire neighborhood. On a second-story terrace, there'll be no walls to block the sound. It would carry throughout the neighborhood. I understand I can keep calling the police, but I think putting a terrace up there would basically be inviting trouble for all the residents that are basically closely packed to this second-floor terrace. There's already a garden underneath there. If it gets rented out to a tech startup, people are going to be working around the clock. They're going to provide free food; people are going to be eating dinner out there, talking on cell phones. It's just going to be a big noise problem close to these residential people living next to it. Another problem I have is basically the parking garage enters and exits into Kipling Street, which I exit onto Kipling every morning to go to work. That's actually a very busy intersection. When there's cars parked on both sides, it's actually pretty hard for cars to pass, and there's no signal light on that intersection. It's really hard to get out, so putting 60 cars in and out of that every day on rush hour is going to really jam up that intersection. I don't know if there's a possibility to put it on Lytton, but that's basically just something else I want to bring up. It's just the traffic concerns. That's all I have. City of Palo Alto Page 5 Chair Gooyer: Thank you. The next speaker I have is Doria Summa. Doria Summa: Good evening, Chair and Board Members. I appreciate the concerns of the previous speaker, and I would echo those. My primary concern is the parcel merger. I don't really see how one can merge a historic property with a non-historic property without destroying the integrity of the historic property. I don't believe there's any precedent of this in Palo Alto, but maybe staff can clarify that, if you're interested in that. I'm worried about what's going to happen in the future if the parcels are merged with regards to the setting of the historic property. I also believe there is a true lack of consideration of consistency and transitions with adjacent properties, especially on the Kipling corner where it's going to be a new three-story building and the small one-story, single-family homes around it. I just don't believe the scale of this building is consistent, and that the transitions are appropriate. Thank you. Chair Gooyer: Thank you. Is there anyone else in the audience who'd like to address the Board? Seeing none, I'll close the public portion. Do you have an answer for her question? Mr. Ah Sing: I do wish the commenter was at the HRB meeting, because that was really the crux of their discussions. When you're merging the properties, the property does become a historic property; it's just that the new building isn't a historic building. The historic building still remains a historic building. It's still subject to all the requirements under the Secretary of Interior Standards. The additions and all of that was discussed with the Board and their recommendations. That was why they wanted to see a change to that top portion of the building. Chair Gooyer: Thank you. I'll bring it back to the Board then. Wynne. Board Member Furth: Thank you. I would actually think that one of the effects of merging those properties is that you'd be in a position to require better protection of the historic portion of the site than you might if there were separate owners. My problem is that I don't believe I can make the compatibility findings for this project in this neighborhood. I live in this neighborhood at the other end of it. I live in an area that was redeveloped, where the entire block was redeveloped. When they built a large—this is the 200 block of Lytton. When they built a large commercial building on a Lytton frontage, they built it with underground parking. They built it in a way that made things much better for the residential portions of the neighborhood. The building doesn't have terraces or windows that open towards the residential area; instead, it opens towards a garden at the back. Actually they don't open anyway. The socializing part of the building takes place on the ground-level garden. They also have a big social space which orients toward Lytton, and that means they don't create a noise problem. They make it much better; they attenuate the noise from Lytton. They also create white noise, because they have a fountain. There is the issue of a big underground parking garage that exits onto a side street, but I don't think that—what is it—Emerson is as narrow as Kipling seems to be. When you look at Kipling, it looks as though you'd have to remove some of the on-street parking between the driveway and Lytton to have that area really work well. I think the whole challenge of Lytton is figuring out how to build at a higher intensity and density without damaging the pattern of the neighborhood that moves on towards the creek. I don't think this building does it. I don't think it does it in terms of the way it works, and I don't think it does it in terms of the way it looks, which isn't to say I have any particular objection to the building as a detached entity somewhere else. I don't like it cantilevering over towards the residential buildings. I think it's too close. In particular, the design as it functions is not going to make for a happy neighborhood situation. This is a neighborhood that deals with a lot of bootleg software factories and startups. When they get really bad, they get booted. I worry that this building—I am concerned that this building is a compatibility problem, Code enforcement problem in the making, and Code enforcement isn't going to solve the problem. Only design will. Chair Gooyer: Kyu. Board Member Kim: Thank you to Mr. Hayes and also thank you, Mr. ... City of Palo Alto Page 6 Mr. Hayes: I didn't get my presentation. Board Member Kim: That's right. Mr. Hayes hasn't given a presentation. This is time just for questions? Board Member Furth: (inaudible) Mr. Hayes: Now I know what to address. Board Member Furth: (inaudible) Board Member Kim: Do we want the applicant to make a presentation or are we just waiting for questions? Chair Gooyer: I'm sorry. We did just get started, didn't we? If we're still on questions—I'm sorry. It's already a long day. Ken come on up. Sorry about that. Mr. Hayes: Sorry to interrupt. Good morning, Chair Gooyer. It's almost afternoon. Members of the Board, Ken Hayes with Hayes Group Architects. We were here 2 weeks ago. I didn't hear that concern 2 weeks ago. I did hear some concerns about transition to the neighborhood, landscaping, color of the building. This is the site plan that you saw last time. Actually I am joined this morning by our landscape architect, Shari Van Dorn, with Van Dorn Abed Landscape Architects. She can describe the landscape buffer, which we have an extensive amount of landscape buffer and screening elements. We do have—these are challenging transition sites. I feel like we're doing a really great job in terms of making that transition. One comment was the garage entry. In trying to pull the—we have the trellis and screening that goes over the garage, which is kind of a continuation of the landscape buffer between the house and our driveway ramp, but you thought that perhaps pulling that back from the edge would be beneficial, so that it wasn't proud of the house next door. We've pulled that back. There was concern about this zone from a retail standpoint perhaps like the pedestrian, because we have a P overlay. Also, Board Member Furth talked about landscaping and possibly opportunities for a bench. We appreciated those comments and went back and responded to that. I think it has enhanced the building and the transition. We've pulled the trellis back about 15 feet from where it was before. The trellis is still there; the screening elements are still there. We've created on this—we had the planter before on this corner kind of like a place to stop and rest if you're in the neighborhood or if you're waiting for someone to come down from the residence. At this planter, we felt that was a good location to do an integral bench with a back. It's a wood-slat bench with back on top of the planter located there for someone to sit. Between the sidewalk and the street, we have integrated the tree wells basically with one continuous planter with drought-tolerant sedges, grasses and so on in that planter area. We created two opportunities—I think Board Member Kim talked about maybe a little more retail-friendly or to provide for retail opportunity in the future. Creating two locations, one on Kipling, where instead of having the continuous integral planter, we would have a removable planter so we could install doors at that location and then do a similar treatment at the corner on Lytton. The bus stop is sort of to the left, and there's a bench there along Lytton. We are anticipating that at the courtyard in front of the building, it would provide transition to the historic home, create an active area there where we'd have our public art. This is what I showed the HRB on Wednesday, a week ago Wednesday, a blow-up of how our approach to the historic house was. We've essentially aligned the stair. I think Board Member Gooyer at the preliminary hearing asked that we lower the massing of that. That stair was lowered when you saw it last time to the same height as the commercial building on the left. That's about 23 feet, not tall given two-story buildings. The corner of that stair is carved out with glass. Board Member Furth, you were talking about the lighting last time. We've made a point that we'll put low-level LED lighting in there at probably somewhere around 10-15 foot-candles as a maximum, so it becomes a low glow and not a fluorescent light that comes on and flickers and so on. Obviously very aware of that. The side of that stair, that you see there, is also clad in a metal shingle, lapped metal panel product, individual shingles that pick up on the shingle of the existing historic home. We're creating these subtle relationships, these massing relationships. The gap between the two is the same, so the historic home was sort of highlighted in the City of Palo Alto Page 7 center. I think it'll be beautiful. We'll have new landscaping. We're going to create that active courtyard with seating opportunities. Our public art, The Nib, by Belize [phonetic] Brothers is going to be located in that space. The HRB was just concerned about the third-floor roof, particularly the forward roof—I don't have my pointer. The piece that is to the left of the third-floor roof at the third floor, that is all back behind the back wall of the historic building. They were comfortable with that but concerned about the piece in front. What we've done is we've lowered that piece from where we had it. We've lowered it 2 1/2 feet and changed the slope of it, lowered the windows from 9 feet to 8 feet to help that transition to the historic building. Keep in mind the part of the building that is forward is still just two stories and 25 feet tall where the balcony is for the residential uses. I can just run you through the before and afterwards here and also the change in the color. You have the Equitone panel in front of you. This is just how the roof has gone down. The side view, actually the side view I want you to see is the side view—this is the rear. At the rear, we have probably a 16-20-foot tall hedge of bamboo in addition to our screen between this building's driveway and the residential property next door. The commercial windows are on the second floor, so they're just like the second-floor windows now in the building in terms of the height. What's at the top is residential. Not unlike his dormer windows, he overlooks the community. These are residential windows for a one-bedroom apartment on the third floor. This shows the reduction in height, the drawing on the bottom. This is the view I wanted you to see. You can tell that the piece of the third floor that is to the rear of the building is the taller piece, and it's sort of reminiscent of some of the gambrel roofs that I pointed out last time. I don't have that slide in here this time. That was a very deliberate way to relate to the homes, the historic homes, the homes in the neighborhood. You can see that the vertical wall of that, that is closest to Lytton, is actually in line with the rear wall of the existing historic home. It's kind of out of the equation. What you're going to see is what's happening in front. That's why the HRB thought it was important to lower the roof in front, so we lowered it 2 1/2 feet. They didn't prescribe how much. We felt that that provided a nice transition as well as the open space to the historic home. That shows the (inaudible). This was the prior, and this is the proposed with the reduction in height. This shows the landscaping. We've talked to Githa [phonetic]; she was here at the last meeting. She's been in support. She lives in the house on the lower right-hand part of this slide. We worked out the roof garden with her, the vegetated roof, the wall that could be landscaped. She was supportive of our solution on that. The rear garden was intended to be left as a garden. There is no rear setback for commercial properties. We have probably a 25 or 30-foot setback in this section that abuts Mr. Leong's property. We plan to heavily landscape that, and that will become an outdoor garden. This is the view before and after. Because of the time constraint, we didn't have time to redo the entire rendering. What's really important in the rendering is the change in the color. The reality is you have the physical sample on your color board there. This is from the side, shows how we pushed the trellis back. Now it's just landscaping, and the trellis starts about 15 feet further in. It's no longer proud of the house next door. That shows the actual color, and we did modify this rendering to show the trellis pushed in on the ground floor. I think that's my presentation. Thank you. I look forward to your support. Chair Gooyer: Thank you. Now we'll bring it back to the Board. I tell you what. Alex, you want to go ahead and start? Vice Chair Lew: Why don't we try to pick—maybe comment on the compatibility. I think the last time I had mentioned that I thought you had done several design moves to help make the new office building compatible with the existing house. Mr. Hayes: Or neighborhood as well. Vice Chair Lew: I was thinking of the house in particular, but there's the neighborhood as well. I would just say yesterday I went back and went down Lytton and looked at all the mixed-use buildings ... Mr. Hayes: On Lytton? Vice Chair Lew: ... on Lytton that have historic components to it or old houses as part of them. I guess I would say I think there are things that they've done that are more subtle moves to make them more—to City of Palo Alto Page 8 try to get the new buildings to be more compatible with the old buildings than your project. I still think that you've done some important things about stepping the building back towards the existing house on Lytton. I think I will just leave it at that. I would say that there is room—there would be ways to make it even more compatible. I think it's mostly down to—it's because of materials. With regard to the Kipling and Waverley neighbors, I have some thoughts that triggered in my mind after looking at some of the other mixed-use projects. We did do some other things that aren't in our conditions of approval today, that maybe could be added. On 265 Lytton, which is the mixed-use building where the Gatehouse and Spago's and Stars used to be located, I think there was a requirement for the offices to have automatic shades. At night, they go down automatically on a timer. That helps reduce the nighttime lighting. Nowadays with Title 24 energy things, that may not be quite so critical. Mr. Hayes: Because of the lighting control system, yeah. Vice Chair Lew: Yeah. If people are working ... Mr. Hayes: But if the building was occupied, yes. Vice Chair Lew: If people are working, then the lights are on. I think it would be better to have a requirement for automatic shades. Also on 265 Lytton, the landscape screening between the adjacent house and the mixed-use building is actually the same as what you're proposing. Ken, you had mentioned bamboo, and I know you do have some bamboo on the property. I think in that particular location next to the existing house, it's the pittosporum hedge. On the project on Lytton, they actually did a combination. There are several different varieties of pittosporum, but you can actually do a mixture of trees and shrubs together. You can do a couple different varieties. Our Code requires you to get the screening in 5 years which, I think, is hard especially if the drought continues. If you do a mixture of trees and shrubs, I think you'll get there sooner than if it's just a hedge alone, especially if it's like 5- gallon pittosporum shrubs. The second-floor terrace that looks out to the back garden, I was wondering if we nixed that or if there's a way for staff to include that in the conditional use permit. Is there a way to govern the noise through another ... Mr. Hayes: We could restrict the hours of occupation, and then it's not a question. Vice Chair Lew: It then puts it on the—this has come up before in other mixed-use buildings. The issue is that it puts the pressure on the neighboring property owners to complain, and then they may or may not get a response from the City. I think that would go a long way to help mitigate potential issues of noise and sight. Mr. Hayes: My client is willing to restrict access to that. Vice Chair Lew: I think the other thing that I—I just wanted to acknowledge the changes that you've made, I think, are all good. I think particularly I was worried—I didn't mention it at the last meeting, but I was a little worried about the third floor, the pitch of the roof. Bringing that down slightly, I did notice it. It seems significant. Mr. Hayes: I think it's fine, and we'll still get a nice space inside. Vice Chair Lew: There's one last thing, if I go just back to the screening between your project and the neighbors. Also on 265 Lytton, it has a third-floor residential. Mr. Hayes: (inaudible) exterior circulation. Vice Chair Lew: That walkway—yeah, it's an exterior hallway, and it's different than your project. It has pretty nice planting up there. It helps just provide more visual buffer between the neighbors and the proposed project. You just have smaller balconies; you don't have a continuous ... City of Palo Alto Page 9 Mr. Hayes: You're talking about right there? Vice Chair Lew: Yeah, your two ... Mr. Hayes: Yeah. Vice Chair Lew: ... the two balconies. I would argue that you could put planters there. I think there's a maintenance—there are challenges in putting in rooftop planters. They take up a lot of water; it's hard to maintain them. I think that might go a ways to softening that side of the building. Mr. Hayes: That is translucent glazing as well. When they're inside the unit, seated, they're not ... Vice Chair Lew: Also on residential—it drives architects crazy, but normal people don't ever open the window shades. It drives architects crazy. To me, the main issue is more the second-floor office. I would just—I was inside Mr. Leong's house, and I did look directly out his windows. I did see that there's an issue of sight lines directly into the office. That's where I am. I think this is an approvable project with some additional small revisions and conditions of approval. Chair Gooyer: Kyu. Board Member Kim: Thank you for your presentation. I also wanted to thank the member of the public, Mr. Leong, for speaking. I think Board Member Lew has commented on the visual privacy issue that may still be at hand. As far as the noise, I would like to remind everybody that there are residential units in this building itself. I'm sure if there was noise from an office party or an office gathering outside, the residents that live at the building itself would also complain. Thank you for addressing some of my previous comments and adding those possible entryways if those spaces on the ground floor were to become retail. I think the other revisions that you've made as a response to the HRB comments have actually—although they're quite subtle in some ways, I think they actually make a very big difference in the way that I view the building. I'm appreciative of those changes. My question, I believe, regarding the lot merger was already addressed. One of the remaining concerns that I have is the long elevation along Lytton and then along Kipling. I think when we look at the elevations and the 3D perspectives, the building really reads as a whole, where we have these sloping roofs, but from a pedestrian perspective or even from across the street, what's really going to read the most is this two-story mass. That's the Equitone, is that correct? Mr. Hayes: Correct. Board Member Kim: I'm just wondering if there's a way to either introduce a little bit more variety in the Equitone or to provide some more articulation so that the Equitone isn't read as this huge band across that second floor. I think that comment is relatively minor, and maybe that could be something that comes back to subcommittee. Overall, I think the changes that you've made—did you want to ... Mr. Hayes: I just wanted to point out—I know that you're aware of this. The idea of having the continuous band at this end and then sort of terminating that facade with just the three large windows was our way of helping to break up that facade. We felt it was important for it come to the ground at the corner to hold that corner. I do like the revised color a lot more. Board Member Kim: I do as well. Mr. Hayes: I appreciate that comment. I'm thinking that the shading fins that we have down in this area will have a lot of shadow interest and kind of rhythm interest to them, that will actually be quite pleasing to help break up that. Perhaps canopies could be something that could break up that line at the ground-floor level as a way of addressing the edge there, I guess, if that's what's concerning you. City of Palo Alto Page 10 Board Member Kim: Quickly, those street trees along Lytton, are those existing trees that are remaining or are they new trees? (inaudible) They're all new trees. I think the trees will have a huge part in breaking up that elevation. As far as maturity and the time that it's going to take for them to grow to approximate this perspective is different. Overall, I think it's different, but I think there are enough cases to make that it does make itself compatible with the neighborhood. I think the changes that you've made in this last revision help it to be a little bit more approvable. I think overall I would be willing to approve the project today. Thank you. Mr. Hayes: Thank you. Chair Gooyer: Thank you. I agree. There's always, again, an issue when you're sort of the first one in that area to come up with a building that big, when you've got single-story residential units next to you. I think all the improvements—the changes you've made, I think, are big improvements. As you said, just sloping the roof slightly does make a lot of difference. I agree that the color is much better. I do have to agree with my fellow Board Member here that I think probably the most interesting side is actually the back side as compared to the front side. I'm still not a big fan of, again, that second-story banding. I agree that maybe we bring that back to, as you said, the subcommittee. Make it a little bit more interesting or something there. Obviously with a lot of these things, we look at these in true elevation, and you don't see a lot of the upper story anyway. The building is pretty much going to be perceived as a two-story building when you're walking down the street—I understand that—which, though, makes it even more important that that second-story, the sort of office space, shows a little bit more—I don't want to say creativity, but just some more interest rather than just a continuous band. Again, I agree with most of my Board Members here that I think it is probably passable or approvable at this point with some minor modifications. I agree that, seeing as though there are residential units there and I would think if somebody has that unit directly above the second-story terrace, if that's going to be too much noise, they'll be the first person to complain rather than ... I do like the possibility of adding the idea of the auto shades and also the restriction of the hours. With that ... Board Member Furth: Can I speak now that I'm better informed? Chair Gooyer: Sure. No problem. Board Member Furth: First, I have clearly established that 4 1/2 hours of sleep is not enough. Chair Gooyer: Go ahead. Board Member Furth: I was thinking earlier actually that it would be helpful for applicants if we sometimes alerted them as to what our concerns were, so they could address those in the limited time they have available. Thank you for the revisions to the project and for the clear explanation of the project's virtues and the thinking behind your design choices. Just to my fellow Commissioners, I have concerns when the rest of this block goes. There's no reason to believe that the building to the west of the historic structure is going to be long for this world. If this building comes down, is replaced with more intense development, that one is going to be too. I don't understand how we're going to have that block work with this sort of little remnant house in the middle. I don't know what your thinking on that is. On the issue of its compatibility with the neighborhood, I don't consider the opportunity to complain about new development and its use the same thing as designing compatible uses. I'm torn between two things. I want the people who are in that building to have access to that good outdoor space, because it is crazy in this climate not to have optimized access to outdoor space. By putting it back there, at least you eliminate the—there's not a whole lot of noise on Lytton, but there's some. You give them a more usable, attractive terrace, but it is not going to, in my opinion, be very attractive for the neighbors. My experience with conditional use permit conditions is that they're difficult to get enforced. I live next to a private—I don't mean to be obsessive about this, but I live next to a garden that's required to be open to the public 5 days a week between 8:00 and 5:00, and it isn't. You call City Hall and you call the owner. I do not believe Code enforcement is a substitute for optimizing design. I think the idea of automatic shades and the idea of a condition of approval that limits the use of the terrace is likely to make this City of Palo Alto Page 11 better. I understand that I'm a minority here; I will still be dissenting because I still don't find the development compatible with the small residential (inaudible) behind it. This is a very eclectic neighborhood; it's not that we expect everything to be the same. It's not that we don't know our backyard neighbors well, but I think this doesn't meet the compatibility standards. Thank you. Chair Gooyer: It's the same sort of thing—we've had these discussions before. If the community really feels that way, then we need to change the zoning so you can't build something of this size. That's sort of almost the ... Board Member Furth: I don't think you do. I think this is why we have compatibility standards. Board Member Kim: I'd like to respond to Board Member Furth's comment. This is just thinking kind of aloud. With the site being a corner site on Lytton and Kipling, I think the building actually does try to transition into the residential zone. If we take a look at the Kipling Street streetscape on Drawing Number 2, on A0.2, even though that elevation reads as kind of that whole property-line-to-property-line development, I think it's really only a little bit more than half of that from Lytton that will read as a building. There should be kind of a void that is read as the building steps down where that parking entry is. To me, those were kind of the thoughts that I had, that I could see it being compatible with a more residential neighborhood. Board Member Furth: I think you all—you all read plans very well, and I'm trusting that you will be right. I still have a problem with the terrace. Chair Gooyer: With that, can I get a motion from someone? Vice Chair Lew: Can I have one last comment? Chair Gooyer: Okay. Vice Chair Lew: Sorry, I forgot to—there was a concern about the driveway location, the garage location as well as traffic and queuing on Kipling. I just took a look at the initial environmental study. The study, which is page around 90, 91, does not say that there's an issue, or nothing to trigger a significant impact. I haven't read all the numbers. I just looked that up at the moment. I would say that we have had Kipling residents on the other block, between University and Lytton, complain about the same issues. We pushed back on the transportation study and asked them to re-review it. They did sort of agree that there are some issues with the narrowness of the street and cars being able to pass each other. I think we could push back on that and just ask for that to be re-reviewed, since we know that there was an issue on the other block. We're ready for a motion. Who's going to make that? Chair Gooyer: Go ahead. MOTION Vice Chair Lew: I'm going to make a motion that we approve the project subject to the findings and conditions of approval with the following amendments: that you consider an additional design element along the Lytton facade; that you consider a mix of trees and shrubs where abutting the adjacent Kipling residences; and that the staff consider including the outdoor terrace use in the conditional use permit; that you add a condition of approval for automatic night shades for the second-floor offices that faces the Kipling residences. (inaudible) That would be in the conditional use permit. It seems like there isn't support for third-floor planters on the balconies, so I won't include that. Does anybody think that (inaudible) should re-review the traffic queuing on Kipling? Chair Gooyer: You want to bring that back to subcommittee then? City of Palo Alto Page 12 Vice Chair Lew: We'll just ask staff to—yeah. If staff could double check with the transportation consultant. Jodie Gerhardt: We certainly could consult transportation again, have them take a second look at it. My only concern is would there be any changes to the project related to that. Vice Chair Lew: We've been through this on the 429 University project. I think at the time—I think staff was thinking that's not the ARB's purview if it's stuff like cars passing each other on a narrow street or whatnot. That's why I was just saying if the staff is checking with the transportation just to make sure that that is not an issue, I think we'll just leave it at that and not add any requirements by the Board. Did I miss anything? Chair Gooyer: I don't think so. I would like to possibly reword your first comment about adding an element. I don't know if it's especially a matter of adding an element. We may end up just with an awning in front of it. That's not what I'm looking for. I just want some review of that band, if you want to call it, for the second-story office portion. Whatever that (crosstalk) ... Vice Chair Lew: You're thinking about the material? Chair Gooyer: ... a little bit more flexibility. I'm not looking for just something additional that needs to be attached to it. Maybe it's a removal or whatever the case is. I just want maybe another look at that. Vice Chair Lew: The issue is you want to break ... Chair Gooyer: I think it's too mundane, it's too ... Vice Chair Lew: You want to break the horizontal band of the two-story design element along Lytton. Chair Gooyer: Right. Vice Chair Lew: How's that? Chair Gooyer: Yeah. Vice Chair Lew: I don't know (crosstalk) however that comes back. Chair Gooyer: I'd be happier with that terminology. Mr. Hayes: How about we come back with some ideas to the subcommittee? Chair Gooyer: Right. Vice Chair Lew: I can support that. Chair Gooyer: Can I get a second? Board Member Kim: I'll second that. Chair Gooyer: All those in favor? Vice Chair Lew: Aye. Board Member Kim: Aye. Chair Gooyer: Aye. Opposed? City of Palo Alto Page 13 Board Member Furth: No. Chair Gooyer: It carries 3-1. Mr. Hayes: Thank you. 6.429 University Avenue [14PLN-00222]: To Consider an Appeal of the Director of Planningand Community Environment’s Architectural Review Approval of a 31,407 Square-Foot, FourStory, Mixed Use Building with Parking Facilities on Two Subterranean Levels on an 11,000Square-Foot Site. Environmental Assessment: An Initial Study was prepared and a MitigatedNegative Declaration was circulated from November 17, 2014 to December 12, 2014. Zoning District: Downtown Commercial (CD-C (GF)(P)) District. For more information, contact Christy Fong at Christy.fong@cityofpaloalto.org. Study Session Minutes Approval: March 3, 2016 Subcommittee Item Board Member Questions, Comments, Announcements Adjournment From:Sheldon Ah Sing To:"walter sedriks" Cc:Brad Ehikian; Ken Hayes; Geetha Srikantan; Janice Sedriks Subject:RE: 411/437 Lytton Date:Tuesday, March 15, 2016 12:12:00 PM Attachments:image002.png Mr. Sedriks, Thank you for your comments. The proposed transformer as indicated on the most recent plans is located on the Kipling side of the project. Sheldon S. Ah Sing, AICP | senior planner From: walter sedriks [mailto:sedriks@gmail.com] Sent: Tuesday, March 15, 2016 12:01 PM To: Sheldon Ah Sing <SAhsing@m-group.us> Cc: Brad Ehikian <bradehikian@comcast.net>; Ken Hayes <khayes@thehayesgroup.com>; Geetha Srikantan <gsrikantan@yahoo.com>; Janice Sedriks <janice325@gmail.com> Subject: Re: 411/437 Lytton Dear Mr Ah Sing, We live a couple of houses down from Geetha on Waverley Street, and would thus be somewhat less impacted by any problems with the subject transformer. However, we fully agree with the points Geetha makes and and her assessment of the potential problems. We would therefore also strongly urge City of Palo Alto officials and PG&E to locate the transformer on the Kipling side of the new building at this site. Sincerely, Janice & Walter Sedriks 325 Waverley St Palo Alto On Sun, Mar 13, 2016 at 9:23 PM, geetha srikantan <gsrikantan@yahoo.com> wrote: Dear Sheldon, Brad, Ken, It was good to see all of you last Thursday at the HRB review. As noted that morning, I am very concerned about the placement of the transformer for the entire new development just across the fence line from my property at 385 Waverley Street. Attachment D Specifically: 1. The noise/hum from a transformer is constant and inescapable, and absolutely not acceptable for the residences at 411 Lytton and 385 Waverley. 2. Another concern is safety - if at any time this heavy-duty transformer were to malfunctions and blow up, it could cause significant damage to (a) people living these residencesand (b) buildings and property near this location. 3. Since 411 Lytton has been designated as a Historic home, and has old structures, it is very likely that the structural integrity of this historic home would be compromised by placing a heavy-duty electrical transformer next to it. Potential damage from constant hum/vibration would be a serious concern for the old structures. I learnt from Brad Ehikian (the owner at 411/437 Lytton) that Ken Hayes (architect for the project) has prepared and submitted plans to locate this transformer underground on the Kipling side. Locating the transformer on the Kipling side is a good option, as it is easy to service the machinery from the side street. As should be evident, none of the concerned parties is happy with locating the transformer at the back/slanted fence between two homes. I would strongly urge City of Palo Alto officials and PG&E to accept this proposal to locate the transformer on the Kipling side of the new building at this site. thanks geetha April 28, 2016 Ken Hayes Hayes Group Architects 2657 Spring Street Redwood City, CA 94063 Subject: 411-437 Lytton Avenue (14PLN-00489) – Major ARB Approval Dear Mr. Hayes: On March 17, 2016, the Architectural Review Board recommended approval of the application referenced above and as described further below, and the Director of Planning and Community Environment (Director) approved the project on April 28, 2016. The approval will become effective 14 days from the postmark date of this letter, unless an appeal is filed in accordance with Title 18 of the Palo Alto Municipal Code. The approval was based on the findings in Attachment A, and is subject to staff recommended conditions of approval and additional conditions as noted in Attachment B. The project is described as follows: 411 - 437 Lytton Avenue [14PLN00-489]: Request by Hayes Group Architects, Inc. On Behalf Of Ehikian & Company for Architectural Review to allow the demolition of an existing commercial building and the construction of a new three story mixed-use, office and residential building (two units) and a 1,417 sf Addition To An Existing Historic Category 2 residence on two lots to be merged. A two level underground parking garage is proposed to be constructed under the new mixed use building adjacent to the existing residential building. Environmental Assessment: Mitigated Negative Declaration. Zoning District: CD-C(P) Community Commercial Downtown District and Pedestrian Shopping Combining District. Unless an appeal is filed, this project approval shall be effective for one year from May 10, 2016, within which time construction of the project shall have commenced. Application for extension may be made prior to the expiration on May 10, 2017. The time period for a project may be extended once for an additional year by the Director of Planning and shall be open to appeal at that time. In the event the building permit is not secured for the project within the time limits specified above, the Architectural Review Board approval shall expire and be of no further force or effect. Should you have any questions regarding this ARB action, please call the Project Planner, Sheldon Ah Sing, at (650) 938-1111. Sincerely, Jonathan Lait Assistant Director Attachments: A. Architectural Review Findings B. Conditions of Approval Attachment E 14PLN-00489 City of Palo Alto Page 2 of 2 C. Mitigation Monitoring and Reporting Program 14PLN-00489 Page 1 of 4 City of Palo Alto ATTACHMENT A FINDINGS FOR APPROVAL Architectural Review, Context-Based Criteria 411-437 Lytton Avenue / File No. 14PLN-00489 A. ARCHITECTURAL REVIEW FINDINGS The design and architecture of the proposed improvements, as conditioned, complies with the Findings for Architectural Review findings as required in Chapter 18.76.020 of the PAMC. Comprehensive Plan and Purpose of ARB: Finding #1: The design is consistent and compatible with applicable elements of the Palo Alto Comprehensive Plan. Finding #16: The design is consistent and compatible with the purpose of architectural review, which is to: Promote orderly and harmonious development in the city; Enhance the desirability of residence or investment in the city; Encourage the attainment of the most desirable use of land and improvements; Enhance the desirability of living conditions upon the immediate site or in adjacent areas; and Promote visual environments which are of high aesthetic quality and variety and which, at the same time, are considerate of each other. The proposed project is consistent with Findings #1 and #16 in that the design of the proposed mixed-use project is consistent with the following Comprehensive Plan Goals and Policies: • Policy L-18: Encourage the upgrading and revitalization of selected Centers in a manner that is compatible with the character of surrounding neighborhoods. • Policy L-48: Promote high quality, creative design and site planning that is compatible with surrounding development and public spaces. • Policy L-49: Design buildings to revitalize streets and public spaces and to enhance a sense of community and personal safety. Provide an ordered variety of entries, porches, windows, bays and balconies along public ways where it is consistent with neighborhood character; avoid blank or solid walls at street level; and include human-scale details and massing. • Policy L-75: Minimize the negative physical impacts of parking lots. Locate parking behind buildings or underground wherever possible. • Policy L-77: Encourage alternatives to surface parking lots to minimize the amount of land that must be devoted to parking, provided that economic and traffic safety goals can still be achieved. • Policy L-78: Encourage development that creatively integrates parking into the project by providing for shared use of parking areas. 14PLN-00489 Page 2 of 4 City of Palo Alto • Policy H2.2 Continue to support the redevelopment of suitable lands for mixed uses containing housing to encourage compact, infill development. Optimize the use of existing urban services, and support transit use. The project improves the desirability of investment by providing a development that would enhance the site aesthetically and functionally by eliminating one curb cut and providing a safer pedestrian experience along Lytton Avenue; by eliminating the surface parking lot and placing parking below ground; and replace the 437 Lytton building with a building that is consistent with newer developments in design, function— that would appeal to new investment an promote activity. The project includes residential units which soften the building by including livable common areas with balconies and recessed elements. The proposed materials for the project are of high quality and are used purposefully to ensure compatibility with surrounding development. Compatibility and Character: Finding #2: The design is compatible with the immediate environment of the site. Finding #4: In areas considered by the board as having a unified design character or historical character, the design is compatible with such character; Finding #5: The design promotes harmonious transitions in scale and character in areas between different designated land uses. Finding #6: The design is compatible with approved improvements both on and off the site. The proposed project is consistent with Findings #2, #4, #5 and #6 in that the area is comprised of various sized building of various architectural styles with single, two and three-story buildings with residential, retail and office uses and the proposed building fits within this area with its scale, massing and architectural style. The project is consistent with the Pedestrian overlay district in that the project is designed to accommodate a retail use. The project provides setback relieve and steps its building mass down adjacent to the adjacent residential uses. Functionality and Open Space: Finding #3: The design is appropriate to the function of the project. Finding #7: The planning and siting of the building on the site creates an internal sense of order and provides a desirable environment for occupants, visitors and the general community. Finding #8: The amount and arrangement of open space are appropriate to the design and the function of the structures. The project is consistent with Findings #3, #7, and #8 in that the design of the new buildings is consistent with contemporary development within the City. The site layout provides common areas for residents, employees, and patrons, and enlivens the primary street along Lytton Avenue Real, in addition to the private balconies each residential unit has. The building amenities (open space, parking, entry, etc.) are accessible and attractive to users. The anticipated commercial uses are located along the street frontages and would have minimal impacts to the residents above. Circulation and Traffic: Finding #9: Sufficient ancillary functions are provided to support the main functions of the project and 14PLN-00489 Page 3 of 4 City of Palo Alto the same are compatible with the project’s design concept. Finding #10: Access to the property and circulation thereon are safe and convenient for pedestrians, cyclists and vehicles. The project is consistent with Findings #9 and #10 in that the project’s design provides adequate automobile and bicycle parking located conveniently with pedestrian access to the building entrances. With the elimination of a curb cut on Lytton Avenue, the site access and circulation thereon are safe and convenient for pedestrians, cyclists and vehicles. The project is easily approachable by all modes of transportation and does not introduce any significant changes to the adjacent street and sidewalk system. Landscaping and Plant Materials: Finding #11: Natural features are appropriately preserved and integrated with the project. Finding #12: The materials, textures and colors and details of construction and plant material are an appropriate expression to the design and function and compatible with the adjacent and neighboring structures, landscape elements and functions. Finding #13: The landscape design concept for the site, as shown by the relationship of plant masses, open space, scale, plant forms and foliage textures and colors create a desirable and functional environment on the site and the landscape concept depicts an appropriate unit with the various buildings on the site. Finding #14: Plant material is suitable and adaptable to the site, capable of being properly maintained on the site, and is of a variety that would tend to be drought-resistant and to reduce consumption of water in its installation and maintenance. The project is consistent with Findings #11-#14 in that the new landscaping for the site is relatively low maintenance and drought tolerant and will be a desirable addition to the site. The project will be adding street trees consistent with City standards. The project includes layered landscaping opportunities on multiple levels with the specific intent of providing a visual screen between the project and the surrounding sites. In addition, the proposed construction materials are consistent with the contemporary design of the mixed-use building and include: wood panel siding, glass railings, clear anodized aluminum window framing, laminated glass fins, Solarban glazing, composite metal paneling and metal shingling, standing seam metal roof, and exposed, sand-blasted integrally colored concrete. The project includes removable planters along Lytton Avenue and Kipling Street to accommodate future commercial uses needed access directly to the sidewalk. Sustainability: Finding #15: The design is energy efficient and incorporates renewable energy design elements including, but not limited to: a. Careful building orientation to optimize daylight to interiors b. High performance, low-emissivity glazing c. Cool roof and roof insulation beyond Code minimum d. Solar ready roof e. Use of energy efficient LED lighting f. Low-flow plumbing and shower fixtures g. Below grade parking to allow for increased landscape and stormwater treatment areas 14PLN-00489 Page 4 of 4 City of Palo Alto The project is consistent with Finding #15 in that the project is subject to the California Green Building Code (CalGreen, Tier 2) as well as Build it Green for the residential component and includes a variety of sustainable elements. B. CONTEXT-BASED DESIGN CRITERIA FINDINGS Pursuant to PAMC 18.16.090(b), the following context-based design considerations and findings are applicable to this project. (1) Pedestrian and Bicycle Environment. The design of new projects shall promote pedestrian walkability, a bicycle friendly environment, and connectivity through design elements. This finding can be made in the affirmative in that the project provides bike racks near the building entrances for short term use as well bike lockers in the garage to support the bicycle environment. The street façade along Lytton Avenue includes a sheltered area adjacent to the lobby entrance, which supports street activity. The project proposes to eliminate one of the curb cuts along Lytton Avenue that will provide a safer experience for pedestrians and cyclists. (2) Street Building Facades. Street facades shall be designed to provide a strong relationship with the sidewalk and the street(s), to create an environment that supports and encourages pedestrian activity through design elements. This finding can be made in the affirmative in that project maintains the substantial sidewalks and includes a sheltered area adjacent to the lobby from the street to allow for pedestrian ease of use; and the street facades include storefront windows and removable planters that supports an interior connection with the street and pedestrians. (3) Massing and Setbacks. Buildings shall be designed to minimize massing and conform to proper setbacks. This finding can be made in the affirmative in that the proposed project complies with the CD-C(P) zoning development standards and the design is consistent with the Downtown Urban Design Guide since the project complies with the height and setback requirements and the performance standards for projects adjacent to different land uses. Additionally, the use of balconies and setting the back the top floor facilitates the appearance of reducing the mass of the building. (4) Low-Density Residential Transitions. Where new projects are built abutting existing lower scale residential development, care shall be taken to respect the scale and privacy of neighboring properties. This finding can be made in the affirmative in that the proposed project complies with the daylight plane standard, setbacks to residential uses, and performance standards for projects adjacent to different land uses. The project’s mass steps down adjacent to the 411 Lytton Avenue historic structure and the residential buildings to the rear of the project. These elements are no taller than the buildings on the other side of the residential buildings. (5) Project Open Space. Private and public open space shall be provided so that it is usable for residents, visitors, and/or employees of the site. This finding can be made in the affirmative in that the project provides open space with private balconies for the residents and yard (411 Lytton), a terrace and at-grade patio area for the commercial users and at grade plaza and walkways for all to use. (6) Parking Design. Parking needs shall be accommodated but shall not be allowed to overwhelm the character of the project or detract from the pedestrian environment. The project includes underground parking and eliminates one existing curb cut from the site. 14PLN-00489 Page 5 of 4 City of Palo Alto (7) Large (Multi-Acre) Sites. Large sites (over one acre) shall be designed so that street, block, and building patterns are consistent with those of the surrounding neighborhood. This finding does not apply. (8) Sustainability and Green Building Design. Project design and materials to achieve sustainability and green building design should be incorporated into the project. This finding can be made in the affirmative in that the project is subject to the California Green Building Code (CalGreen, Tier 2) and Build it Green and includes a variety of sustainable elements. Page 1 of 26 Attachment B CONDITIONS OF APPROVAL 411-437 Lytton Avenue 14PLN-00489 Planning Division 1. The plans submitted for Building Permit shall be in substantial conformance with plans dated received on March 14, 2016, except as modified to incorporate the following conditions of approval. 2. This complete approval document shall be printed on the cover sheet of the plan set submitted with the Building Permit application. 3. ARB Sub-Committee: The following items shall be returned to the ARB sub-committee for review and approval prior to issuance of any Building permit: a. A break of the horizontal element on the 437 Lytton building along the Lytton and Kipling elevations. b. Provide a mix of trees and shrubs along the north property line adjacent to the ramp to the underground garage. c. Demonstrate that the project includes automatic shades to reduce nighttime light filtering. 4. All modifications to the approved project shall be submitted for review and approval prior to construction. If during the Building Permit review and construction phase, the project is modified by the applicant, it is the responsibility of the applicant to contact the Planning Division/project planner directly in writing to obtain approval of the project modification. It is the applicant’s responsibility to highlight any proposed changes to the project and to bring it to the project planner’s attention. 5. No signs are approved at this time. All proposed signage for the site shall be submitted for Architectural Review and approval in a separate planning entitlement application. 6. For all future commercial business, operating or with activities between the hours of 10:00 p.m. and 6:00 a.m., a conditional use permit shall be obtained and conditions of approval shall be applied as deemed necessary to ensure the operation is compatible with the site’s residential use (PAMC 18.23.040). 7. All projects shall comply with Chapter 9.10 of the Palo Alto Municipal Code (the Noise Ordinance). 8. For future commercial uses, cooking odors, smoke and other similar air contaminants shall be controlled and prevented from leaving the property or becoming a nuisance to residents and neighboring properties. Page 2 of 26 9. LIGHTING: Prior to issuance of any building permit, the owner or designee shall demonstrate that the lights within the stairwell on the west elevation shall include motion sensors so that unnecessary light shall not spill out of the stairwell when not in use. 10. Terrace Hours: The hours of the office terrace shall be limited between 9:00am and 6:00pm on weekdays and occupancy on the weekends is prohibited. Amplified sound is prohibited on the terrace. 11. TERRACE LANDSCAPING: The owner or designee prior to issuance of occupancy permit shall demonstrate that the vegetation on the terrace (including over the stairwell on the west) provides sufficient screening of the terrace from neighboring properties. 12. A Mitigation Monitoring and Reporting Program (MMRP), prepared for this project in compliance with the California Environmental Quality Act (CEQA), is attached herein and shall be incorporated by reference as conditions of approval. The applicant shall comply with all specified mitigation measures in the timelines outlined in the project’s MMRP. Prior to requesting issuance of any related demolition and/or construction permits, the applicant shall meet with the Project Planner to review and ensure compliance with the MMRP, subject to the satisfaction of the Director of Planning of Planning and Community Environment. 13. CEQA Mitigation Measure BIO-1.1: In compliance with the MBTA and the California Fish and Game Code, the project shall implement the following measures: • Pre-construction surveys shall be completed by a qualified ornithologist to identify active nests that may be disturbed during project implementation. All potential nesting areas (trees, tall shrubs) shall be surveyed no more than 3 days prior to tree removal or pruning, if the activity will occur within the breeding season (February 1 – August 31). If more than 30 days pass between the completion of the preconstruction survey and the initiation of construction activities, the preconstruction survey shall be completed again and repeated at 30 day intervals until construction activities are initiated. • If an active nest is observed, tree removal and pruning shall be postponed until all the young have fledged. An exclusion zone shall be established around the nest site, in consultation with the California Department of Fish and Game (CDFG). Exclusion zones for active passerine (songbirds) nests shall have a 50-foot radius centered on the nest tree or shrub. • Active nests shall be monitored weekly until the young fledge. No construction activities, parking, staging, material storage, or other disturbance shall be allowed within the exclusion zones until the young have fledged from the nest. 14. CEQA Mitigation Measure CR-1.1: The applicant will identify a qualified historic architect to oversee project activities related to the historic house. The selection of the historic architect will be approved by the City prior to the commencement of project activities. The consulting historic architect will monitor implementation of required protection measures and will provide reports and findings to the City as required. 15. CEQA Mitigation Measure CR-1.2: The historic architect shall establish a training program for Page 3 of 26 construction workers involved in the project that communicates the importance of protecting historic resources. This program shall include information on recognizing historic fabric and materials, and directions on how to exercise care when working around and operating equipment near the historic structure, including storage of materials away from historic buildings. It shall also include information on means to reduce vibrations from demolition and construction, and monitoring and reporting any potential problems that could affect the historic resources in the area. The project sponsor shall be responsible for implementation of the training program, which shall be reviewed and approved by City staff. 16. CEQA Mitigation Measure CR-1.3: Monitoring will be conducted by the qualified historic architect and the project’s structural engineer for any relocation or rehabilitation activities where there is a potential for substantial damage to the historic house. The duration and intensity of the monitoring program will be determined by the project’s historic architect and will range from full-time monitoring to “as needed” inspections throughout construction or demolition operations. Monitoring reports shall be submitted to the City’s assigned staff on a periodic basis to be determined by City staff. If, in the opinion of the project’s structural engineer and historic architect, substantial adverse impacts to historic resources related to relocation or rehabilitation activities are found during construction, the monitoring team shall so inform the project sponsor, or sponsor’s designated representative responsible for construction activities, as well as City staff within 24 hours. The project sponsor and the City shall consider the structural engineer and historical architect’s findings and recommendations and mutually agree on corrective measures, which shall be carried out by the project sponsor. 17. CEQA Mitigation Measure CR-1.4: Protection and Relocation, Phase I Construction Phasing: The protection of the historic house and the temporary relocation procedures are intertwined such that the sequencing is a constituent element of the protection. Physical distance and an offset in the timing of demolition of the office building is the best protection for the historic house from damage associated with flying debris or from demolition equipment. Implementing one of the following relocation options is proposed for the “Phase I” relocation and rehabilitation of the 411 Lytton Avenue residence. a. Relocation Phasing Option 1: Retain the house on its existing 411 Lytton Avenue site and demolish the existing two-story office building at 437 Lytton Avenue. The distance between the two structures creates a natural buffer for protection of the house. As demolition often causes flying debris, the windows on the north elevation shall be clad with minimum ½” plywood for physical protection. Following demolition of the office building, the house would be temporarily moved to the 437 Lytton Avenue site, the basement and foundation installed for the residence, and the house moved back to the 411 Avenue Lytton site. b. Relocation Phasing Option 2: If the procedure identified in Relocation Option 1 is not feasible, prior to demolition of the two story commercial building at 437 Lytton Avenue, relocate the house to its receiver site. Excavate the new basement for the house, and construct foundation walls. Move the house back to its original footprint and bolt it to the new foundation but refrain from constructing the addition and any rehabilitation activities. Page 4 of 26 Protect the north facing windows as described above. Demolish the two-story office building at 437 Lytton Avenue after the house is relocated back to the 411 Lytton Avenue site. 18. CEQA Mitigation Measure CR-1.5: Protection and Relocation, Phase II Construction: In either case described in MM CR-1.4, at the start of construction for the new three-story mixed-use building, potentially harmful construction activities will be taking place directly adjacent to the historic house. The following recommendations for Phase II construction will protect historic resources during this phase. a. Mount physical protection to the roof, and windows to protect the house from flying debris from above. b. Apply all shoring and anti-vibration suggestions from a qualified engineer. c. Do not construct the addition or attempt to do any rehabilitation work until the new three- story structure is closed in as a final protection measure. 19. CEQA Mitigation Measure CR-1.6: Protection and Relocation, General Relocation Procedures: The following general relocations recommendations will further protect historic resources during the temporary relocation process. a. At a minimum, before starting, the house will be completely photo-documented by the moving contractor, under supervision of the consulting historic architect. b. The site will be secured with fencing, and window and door openings will be covered with plywood to prevent intruders. c. The site will be cleared of all shrubs and plant materials that would impede the relocation activity. d. The house will be assessed for weak points that could fail during the move. Those areas will be braced, shored, or supported with an internal secondary stud wall depending on the structural condition requiring remediation. All temporary work of this kind will be reversible, additive, and will not destroy the historic fabric of the building. e. The house will be moved in the largest sections possible and allowed by clearances on the route. The street facing porch may have to be parted from the main body of the house and moved separately or reconstructed. f. Any house elements that are removed as part of the relocation will be given a unique identifying number, catalogued, stored in secure containers, preferably on site. g. The house will be moved during an off hour period to minimize impacts to the street and surrounding neighbors. h. The house, on its temporary site will be supported by temporary wooden cribbing. It will be elevated well above the ground to allow the moving contractor access for steel carrying beams and floor reinforcing if necessary. When the new foundations and basement are complete, the house will be relocated to its original site. 20. CEQA Mitigation Measure CR-1.7: Protection and Relocation, Relocation Procedures for Specific Elements: The following measures will further protect historic resources during the temporary relocation process. a. Porch: If necessary, the porch will be dismantled in the largest pieces possible. b. Windows: The windows are in good condition and can be moved in place. If it is determined Page 5 of 26 that the motion associated with the relocation activity will cause damage, the window sash will be labeled, catalogued, removed and stored in secure containers for relocation to the new site. c. Doors: Doors will be labeled, catalogued, removed and stored in secure containers for relocation to the new site. d. Brick Chimney: The feasibility of moving the chimney with the house should be determined. If required, the house moving contractor will dismantle the chimney, and will clean and palletize the bricks. The interior mantle will be salvaged, and moved with the bricks. Based on experience, approximately 75 percent of the bricks might be salvaged. The architect, in conjunction with the house mover will determine the feasibility of reconstructing the chimney: however, at a minimum the geometry and historic character of the living room fire place should be retrained because of the high integrity of the building. e. Historic Elements: Further specifications for the protection of wood and other elements are included in the Protection and Relocation Study prepared by C.G. Duncan (Appendix B1 of IS/MND). 21. CEQA Mitigation Measure CR-1.8: Protection and Relocation, Rehabilitation Measures: The following measures will further protect historic resources during the rehabilitation process. a. All work, will adhere to the Secretary of the Interior’s Standards for the Treatment of b. Historic Properties, using the Rehabilitation Guidelines. c. Retain the historic room configurations with the exception of the necessary changes for the rear addition. d. Retain all historic flat plaster over lath, if possible. e. If original wood floor material is found beneath new coverings inspect it for soundness, recoverability, and retain as much as possible. Replace deteriorated wood flooring with in- kind material. f. Retain all interior window and door trim, baseboards, and moldings. g. Retain all historic door and window hardware. h. If reconstruction of the front, street facing porch is necessary incorporate the salvaged historic columns, trim curved elements as much as possible. Where there is insufficient salvaged historic material, replace it with new in-kind material. i. The foundation shall be constructed such that the house will retain its historic relationship to the surrounding finished grade. j. If feasible, utilities shall enter the house from underground and be hidden. k. As part of the bid qualifications, the contractor responsible for the rehabilitation work shall be versed in the Secretary of the Interior’s Standards for the Treatment of Historic Properties, and be able to demonstrate previous experience in the rehabilitation of historic buildings. 22. CEQA Mitigation Measure CR-2.1: In the event any significant cultural materials are encountered during construction grading or excavation, all construction within a radius of 50-feet of the find would be halted, the Director of Planning and Community Environment shall be notified, and the archaeologist shall examine the find and make appropriate recommendations regarding the significance of the find and the appropriate mitigation. Recommendations could include collection, recordation and analysis of any significant cultural materials. A report of findings documenting any data recovered during monitoring shall be submitted to the Director of Page 6 of 26 Planning and Community Environment. 23. CEQA Mitigation Measure CR-2.2: In the event that human skeletal remains are encountered, the applicant is required by County Ordinance No. B6-18 to immediately notify the County Coroner. Upon determination by the County Coroner that the remains are Native American, the coroner shall contact the California Native American Heritage Commission, pursuant to subdivision (c) of section 7050.5 of the Health and Safety Code and the County Coordinator of Indian Affairs. No further disturbance of the site may be made except as authorized by the County Coordinator of Indian Affairs in accordance with the provisions of state law and the Health and Safety Code. The Director of Planning and Community Environment shall also be notified immediately if human skeletal remains are found on the site during development. 24. CEQA Mitigation Measure NOISE-1.1: A Construction Vibration Monitoring Plan shall be implemented to document conditions prior to, during, and after vibration generating construction activities. All Plan tasks shall be undertaken under the direction of a licensed Professional Structural Engineer in the State of California and be in accordance with industry accepted standard methods. The Construction Vibration Monitoring Plan shall include the following tasks: • Identification of the sensitivity of nearby structures to groundborne vibration. Vibration limits shall be applied to all vibration sensitive structures located within 50 feet of the project • Performance of a photo survey, elevation survey, and crack monitoring survey for each structure within 50 feet of construction activities identified as sources of high vibration levels. Surveys shall be performed prior to any construction activity, in regular intervals during construction and after project completion and shall include internal and external crack monitoring in structures, settlement, and distress and shall document the condition of foundations, walls, and other structural elements in the interior and exterior of said structures. • Development of a vibration monitoring and construction contingency plan to identify structures where monitoring would be conducted, set up a vibration monitoring schedule, define structure-specific vibration limits, and address the need to conduct photo, elevation, and crack surveys to document before and after construction conditions. Construction contingencies would be identified for when vibration levels approach the limits. • At minimum, vibration monitoring shall be conducted during pavement removal, building demolition, and drilling activities. Monitoring results may indicate the need for more or less intensive measurements. • If vibration levels approach limits, suspend construction and implement contingencies to either lower vibration levels or secure the affected structures. • Designate a person responsible for registering and investigating claims of excessive vibration. The contact information of such person shall be clearly posted on the construction site. • Conduct post-survey on structures where either monitoring has indicated high levels or complaints of damage has been made. Make appropriate repairs or compensation where damage has occurred as a result of construction activities. Page 7 of 26 25. CEQA Mitigation Measure NOISE-1.2: The results of all vibration monitoring shall be summarized and submitted in a report to the Development Services Department and Planning and Community Environment shortly after substantial completion of each phase identified in the project schedule of the Construction Vibration Monitoring Plan. The report shall include a description of measurement methods, equipment used, calibration certificates, and graphics as required to clearly identify vibration-monitoring locations. An explanation of all events that exceeded vibration limits shall be included together with proper documentation supporting any such claims. 26. Estimated Development Impact Fees in the amount of $221,716.98, shall be paid prior to the issuance of the related building permit. This fee shall be recalculated at the time of building permit issuance. 27. In the event actual construction of the project is not commenced within twelve months of the date of approval, the approval shall expire and be of no further force or effect, pursuant to Palo Alto Municipal Code Section 18.77.090. 28. Except as expressly specified herein, the site plan, floor plans, building elevations and any additional information or representations, submitted by the Applicant during the Staff review and public hearing process leading to the approval of this entitlement, whether oral or written, which indicated the proposed structure or manner of operation, are deemed conditions of approval. 29. The approved use and/or construction are subject to, and shall comply with, all applicable City ordinances and laws and regulations of other governmental agencies. 30. California Government Code Section 66020 provides that a project applicant who desires to protest the fees, dedications, reservations, or other exactions imposed on a development project must initiate the protest at the time the development project is approved or conditionally approved or within ninety (90) days after the date that fees, dedications, reservations or exactions are imposed on the Project. Additionally, procedural requirements for protesting these development fees, dedications, reservations and exactions are set forth in Government Code Section 66020. IF YOU FAIL TO INITIATE A PROTEST WITHIN THE 90-DAY PERIOD OR FOLLOW THE PROTEST PROCEDURES DESCRIBED IN GOVERNMENT CODE SECTION 66020, YOU WILL BE BARRED FROM CHALLENGING THE VALIDITY OR REASONABLENESS OF THE FEES, DEDICATIONS, RESERVATIONS, AND EXACTIONS. 31. To the extent permitted by law, the Applicant shall indemnify and hold harmless the City, its City Council, its officers, employees and agents (the “indemnified parties”) from and against any claim, action, or proceeding brought by a third party against the indemnified parties and the applicant to attack, set aside or void, any permit or approval authorized hereby for the Project, including (without limitation) reimbursing the City for its actual attorneys’ fees and costs incurred in defense of the litigation. The City may, in its sole discretion, elect to defend any such action with attorneys of its own choice. Page 8 of 26 Public Works – Urban Forestry PRIOR TO DEMOLITION, BUILDING OR GRADING PERMIT ISSUANCE 32. Applicant shall submit a Parking Management Plan for review and approval prior to the issuance of the building permit. The Parking Management Plan shall include an annual monitoring with report to City Staff that summarizes parking occupancy during peak parking demand periods. Any revisions to the Parking Management plan must be proposed by the property owner and approved by City Transportation Division staff. 33. Three trees, designated as Trees #1, 2 and 11 on the arborists report require protection and monthly activity reporting. If the Designated Avocado Tree #1 dies or is destroyed, a 48” replacement tree shall be installed in the same approximate location with irrigation. Species to be approved by Urban Forestry. The monthly report required with this condition shall be transmitted to Dave Dockter, Planning Arborist with the City of Palo Alto and the Assistant Director of Planning and Community Environment. 34. Eight publicly owned trees are approved for removal. Six new trees (four Cimmaron Ash; 2 Maidenhair) shall be installed 10’ clear of underground lines per plans. Mitigation for net loss of two trees shall be $1,300 contribution to the Palo Alto Forestry Fund. 35. Sidewalk base for the six new trees shall provide Silva Cell grid structures for 800 cu.ft. per tree, as coordinated with project arborist and reflected on Grading and Improvement Plans (see New Trees below.) 36. BUILDING PERMIT SUBMITTAL- PROJECT ARBORIST CERTIFICATION LETTER. Prior to submittal for staff review, attach a Project Arborist Certification Letter that he/she has; (a) reviewed the entire building permit plan set submittal and, (b)* verified all his/her updated TPR mitigation measures and changes are incorporated in the plan set, (c) affirm that ongoing Contractor/Project Arborist site monitoring inspections and reporting have been arranged with the contractor or owner (see Sheet T-1) and, (d) understands that design revisions (site or plan changes) within a TPZ will be routed to Project Arborist/Contractor for review prior to approval from City. * (b above) other information. The Building Permit submittal set shall be accompanied by the project site arborist’s certification letter that the plans have incorporated said design changes and are consistent with City Tree Technical Manual Standards, Regulations and information: a. Provide a project arborist’s Updated Tree Protection Report (TPR) with building permit level mitigation measures, (e.g., resolve grading proximity issues with Public trees; exact TPZ scaled in feet). Provide plan revision directions to minimize root cutting conflicts that are obvious in the civil, basement, sidewalk improvement sheets. See TPR below. b. Palo Alto Tree Technical Manual Construction Standards, Section 2.00 and PAMC 8.10.080. 37. PLAN SET REQUIREMENTS. The final Plans submitted for building permit shall include the following information and notes on relevant plan sheets: Page 9 of 26 a. SHEET T-1, BUILDING PERMIT. The building permit plan set will include the City’s full-sized, Sheet T-1 (Tree Protection-it's Part of the Plan!), available on the Development Center website at http://www.cityofpaloalto.org/civicax/filebank/documents/31783. The Applicant shall complete and sign the Tree Disclosure Statement and recognize the Project Arborist Tree Activity Inspection Schedule. Monthly reporting to Urban Forestry/Contractor is mandatory. (Insp. #1: applies to all projects; with tree preservation report: Insp. #1-7 applies) b. The Tree Preservation Report (TPR). All sheets of the Applicant’s construction level TPR approved by the City for full implementation by Contractor, (list the Project Arborist here, _enter date here, 20__) shall be printed on numbered Sheet T-1 (T-2, T-3, etc) and added to the sheet index. Eliminate the conflict between the proposed Storm Drain and Designated Tree #1. c. Include a Tree Disposition Sheet. Plans to show protective tree fencing for retained trees and those removed. The Plan Set (esp. site, demolition, grading & drainage, foundation, irrigation, tree disposition, utility sheets, etc.) must number all trees and delineate/show the correct configuration of Type I, Type II or Type III fencing enclosing each Regulated Tree, using a bold dashed line scaling the Tree Protection Zone (Standard Dwg. #605, Sheet T-1; City Tree Technical Manual, Section 6.35-Site Plans); or by using the Project Arborist’s unique diagram for each Tree Protection Zone enclosure. 38. SITE PLAN REQUIREMENTS: In addition to showing TPZ fencing, add the following Notes on the specified Plan Sheets. a. Note #1. Apply to the site plan stating, "All tree protection and inspection schedule measures, design recommendations, watering and construction scheduling shall be implemented in full by owner and contractor, as stated on Sheet T-1, in the Tree Protection Report and the approved plans”. b. Note #2. All civil plans, grading plans, irrigation plans, site plans and utility plans and relevant sheets shall add a note applying to the trees to be protected, including neighboring trees stating: "Regulated Tree--before working in this area contact the Project Site Arborist at 650-321-0202"; c. Note #3. Utility (sanitary sewer/gas/water/backflow/electric/storm drain) plan sheets shall include the following note: “Utility trenching shall not occur within the TPZ of the protected tree. Contractor shall be responsible for ensuring that no trenching occurs within the TPZ of the protected tree by contractors, City crews or final landscape workers. See sheet T-1 for instructions.” d. Note #4. “Basement or foundation plan. Soils Report and Excavation for basement construction within the TPZ of a protected tree shall specify a vertical cut (stitch piers may be necessary) in order to avoid over-excavating into the tree root zone. Any variance from this procedure requires Urban Forestry approval, please call (650) 496-5953.” e. Note #5. “Pruning Restrictions. No pruning or clearance cutting of branches is permitted on City trees. Contractor shall obtain a Public Tree Permit from Urban Forestry (650-496-5953) for any work on Public Trees” Page 10 of 26 39. TREE REMOVAL—PROTECTED & RIGHT-OF-WAY TREES. Existing trees (Publicly-owned or Protected) to be removed, as shown accurately located on site plans, require approval by an Urban Forestry Tree Care Permit prior to issuance of any building, demolition or grading permit. Public tree removals shall also be referenced in a separate Street Work Permit required by Public Works Engineering. a. Add plan note for each tree to be removed, “Tree Removal. Contractor shall obtain a completed Urban Forestry Tree Care Permit # _____________ (contractor to complete) separate from the Building or Street Work Permit. Permit notice hanger and conditions apply. Contact (650-496-5953).” b. Copy the approval. The completed Tree Care Permit shall be printed on Sheet T-2, or specific approval communication from staff clearly copied directly on the relevant plan sheet. The same Form is used for public or private Protected tree removal requests available from the Urban Forestry webpage: http://www.cityofpaloalto.org/gov/depts/pwd/trees/default.asp 40. NEW RIGHT-OF-WAY TREES--PLAN REQUIREMENTS. New trees shall be shown on all relevant plans: site, utility, irrigation, landscape, etc. in a location 10’ clear radius from any (new or existing) underground utility or curb cut (see Note #4 above). a. Add note on the Planting Plan that states, “Tree Planting. Prior to in-ground installation, Urban Forestry inspection/approval required for tree stock, planting conditions and irrigation adequacy. Contact (650-496-5953).” a. Landscape Plans shall state the Urban Forestry approved species, size and include relevant Standard Planting Dwg. #603, #603a or #604 (reference which), and shall note the tree pit dug at least twice the diameter of the root ball. b. Landscape plan shall include planting preparation details for trees specifying digging the soil to at least 30-inches deep, backfilled with a quality topsoil and dressing with 2-inches of wood or bark mulch on top of the root ball keeping clear of the trunk by 1-inch. c. Add note on the Planting & Irrigation Plan that states, “Irrigation and tree planting in the right-of-way requires a street work permit per CPA Public Works standards.” d. Automatic irrigation shall be provided for each tree. Standard Dwg. #513 shall be included on the irrigation plans and show two bubbler heads mounted on flexible tubing placed at the edge of the root ball. Bubblers mounted inside an aeration tube are prohibited. The tree irrigation system shall be connected to a separate valve from other shrubbery and ground cover, pursuant to the City's Landscape Water Efficiency Standards. 36. NEW TREES—SOIL VOLUME. Unless otherwise approved, six new right-of-way trees each new tree shall be provided with 800 cubic feet of rootable soil area, utilizing Standard Dwg. #604/513. Rootable soil shall mean compaction less than 90% over the area, not including sidewalk base areas except when mitigated. Sidewalk or asphalt base underlayment [in lieu of compacted base rock] shall use an Alternative Base Material method such as structural grid (Silva Cell). Design and manufacturer details shall be added to relevant civil and landscape sheets. Each parking lot tree in small islands and all public trees shall be provided adequate rootable soil volume commensurate to mature tree Page 11 of 26 size. List the volume on plans. Note: this expectation requires coordination with the engineer, arborist and landscape architect. a. Minimum soil volume for tree size growth performance (in cubic feet): Large: 1,200 cu.ft. Medium: 800 cu.ft. Small: 400 cu.ft. b. Landscape Plan. When qualifying for parking area shade ordinance compliance (PAMC 18.40.130) trees shall be labeled (as S, M or L). 37. LANDSCAPE PLANS a. Include all changes recommended from civil engineer, architect and staff, including planting specifications if called for by the project arborist, b. Provide a detailed landscape and irrigation plan encompassing on-and off-site plantable areas out to the curb as approved by the Architectural Review Board. A Landscape Water Use statement, water use calculations and a statement of design intent shall be submitted for the project. A licensed landscape architect and qualified irrigation consultant will prepare these plans, to include: i. All existing trees identified both to be retained and removed including street trees. ii. Complete plant list indicating tree and plant species, quantity, size, and locations. iii. Irrigation schedule and plan. iv. Fence locations. v. Lighting plan with photometric data. vi. Landscape Plan shall ensure the backflow device is adequately obscured with the appropriate screening to minimize visibility (planted shrubbery is preferred, painted dark green, decorative boulder covering acceptable; wire cages are discouraged). vii. All new trees planted within the public right-of-way shall be installed per Public Works (PW) Standard Planting Diagram #603 or 604 (include on plans), and shall have a tree pit dug at least twice the diameter of the root ball. viii. Landscape plan shall include planting preparation details for trees specifying digging the soil to at least 30-inches deep, backfilled with a quality topsoil and dressing with 2-inches of wood or bark mulch on top of the root ball keeping clear of the trunk by 1- inch. ix. Automatic irrigation shall be provided to all trees. For trees, Standard Dwg. #513 shall be included on the irrigation plans and show two bubbler heads mounted on flexible tubing placed at the edge of the root ball. Bubblers shall not be mounted inside an aeration tube. The tree irrigation system shall be connected to a separate valve from other shrubbery and ground cover, pursuant to the City's Landscape Water Efficiency Standards. Irrigation in the right-of-way requires a street work permit per CPA Public Works standards. c. Add Planting notes to include the following mandatory criteria: i. Prior to any planting, all plantable areas shall be tilled to 12” depth, and all construction rubble and stones over 1” or larger shall be removed from the site. ii. A turf-free zone around trees 36” diameter (18” radius) required for best tree performance. Page 12 of 26 d. Add note: “Mandatory Landscape Architect (LA) Inspections and Verification to the City. The LA shall verify the performance measurements are achieved with a letter of verification to City Planning staff, in addition to owner’s representative for the following: i. All the above landscape plan and tree requirements are in the Building Permit set of plans. ii. Percolation & drainage checks have been performed and are acceptable. iii. Fine grading inspection of all plantable areas has been personally inspected for tilling depth, rubble removal, soil test amendments are mixed and irrigation trenching will not cut through any tree roots. iv. Tree and Shrub Planting Specifications, including delivered stock, meets Standards in the CPA Tree Technical Manual, Section 3.30-3.50. Girdling roots and previously topped trees are subject to rejection. DURING CONSTRUCTION 38. TREE PROTECTION VERIFICATION. Prior to any site work a written verification from the contractor that the required protective fencing is in place shall be submitted to the Urban Forestry Section (derek.sproat@cityofpaloalto.org). The fencing shall contain required warning sign and remain in place until final inspection of the project. 39. EXCAVATION RESTRICTIONS APPLY (TTM, Sec. 2.20 C & D). Any approved grading, digging or trenching beneath a tree canopy shall be performed using ‘air-spade’ method as a preference, with manual hand shovel as a backup. For utility trenching, including sewer line, roots exposed with diameter of 1.5 inches and greater shall remain intact and not be damaged. If directional boring method is used to tunnel beneath roots, then Table 2-1, Trenching and Tunneling Distance, shall be printed on the final plans to be implemented by Contractor. 40. PLAN CHANGES. Revisions and/or changes to plans before or during construction shall be reviewed and responded to by the (a) project site arborist, (name of certified arborist of record and phone #), or (b) landscape architect with written letter of acceptance before submitting the revision to the Building Department for review by Planning, PW or Urban Forestry. 41. CONDITIONS. All Planning Department conditions of approval for the project shall be printed on the plans submitted for building permit. 42. TREE PROTECTION COMPLIANCE. The owner and contractor shall implement all protection and inspection schedule measures, design recommendations and construction scheduling as stated in the TPR & Sheet T-1, and is subject to code compliance action pursuant to PAMC 8.10.080. The required protective fencing shall remain in place until final landscaping and inspection of the project. Project arborist approval must be obtained and documented in the monthly activity report sent to the City. The mandatory Contractor and Arborist Monthly Tree Activity Report shall be sent monthly to the City (pwps@cityofpaloalto.org) beginning with the initial verification approval, using the template in the Tree Technical Manual, Addendum 11. 43. TREE DAMAGE. Tree Damage, Injury Mitigation and Inspections apply to Contractor. Reporting, injury mitigation measures and arborist inspection schedule (1-5) apply pursuant to TTM, Section Page 13 of 26 2.20-2.30. Contractor shall be responsible for the repair or replacement of any publicly owned or protected trees that are damaged during the course of construction, pursuant to Title 8 of the Palo Alto Municipal Code, and city Tree Technical Manual, Section 2.25. 44. GENERAL. The following general tree preservation measures apply to all trees to be retained: No storage of material, topsoil, vehicles or equipment shall be permitted within the tree enclosure area. The ground under and around the tree canopy area shall not be altered. Trees to be retained shall be irrigated, aerated and maintained as necessary to ensure survival. PRIOR TO OCCUPANCY 45. URBAN FORESTRY DIGITAL FILE & INSPECTION. The applicant or architect shall provide a digital file of the landscape plan, including new off-site trees in the publicly owned right-of-way. A USB Flash Drive, with CAD or other files that show species, size and exact scaled location of each tree on public property, shall be delivered to Urban Forestry at a tree and landscape inspection scheduled by Urban Forestry (650-496-5953). 46. LANDSCAPE CERTIFICATION LETTER. The Planning Department shall be in receipt of a verification letter that the Landscape Architect has inspected all trees, shrubs, planting and irrigation and that they are installed and functioning as specified in the approved plans. 47. PROJECT ARBORIST CERTIFICATION LETTER. Prior to written request for temporary or final occupancy, the contractor shall provide to the Planning Department and property owner a final inspection letter by the Project Arborist. The inspection shall evaluate the success or needs of Regulated tree protection, including new landscape trees, as indicated on the approved plans. The written acceptance of successful tree preservation shall include a photograph record and/or recommendations for the health, welfare, mitigation remedies for injuries (if any). The final report may be used to navigate any outstanding issues, concerns or security guarantee return process, when applicable. 48. PLANNING INSPECTION. Prior to final sign off, contractor or owner shall contact the city planner (650-329-2441) to inspect and verify Special Conditions relating to the conditions for structures, fixtures, colors and site plan accessories. POST CONSTRUCTION 49. MAINTENANCE. All landscape and trees shall be maintained, watered, fertilized, and pruned according to Best Management Practices-Pruning (ANSI A300-2008 or current version) and the City Tree Technical Manual, Section 5.00. Any vegetation that dies shall be replaced or failed automatic irrigation repaired by the current property owner within 30 days of discovery. UTILITIES – WATER, GAS & WASTEWATER PRIOR TO ISSUANCE OF A DEMOLITION PERMIT 50. Prior to demolition, the applicant shall submit the existing water/wastewater fixture unit loads (and building as-built plans to verify the existing loads) to determine the capacity fee credit for Page 14 of 26 the existing load. If the applicant does not submit loads and plans they may not receive credit for the existing water/wastewater fixtures. 51. The applicant shall submit a request to disconnect all utility services and/or meters including a signed affidavit of vacancy. Utilities will be disconnected or removed within 10 working days after receipt of request. The demolition permit will be issued by the building inspection division after all utility services and/or meters have been disconnected and removed. FOR BUILDING PERMIT 52. The applicant shall submit a completed water-gas-wastewater service connection application- load sheet for each unit with separate metering for City of Palo Alto Utilities. The applicant must provide all the information requested for utility service demands (water in fixture units/g.p.m., gas in b.t.u.p.h, and sewer in fixture units/g.p.d.). The applicant shall provide the existing (prior) loads, the new loads, and th'e combined/total loads (the new loads plus any existing loads to remain). 53. The applicant shall submit improvement plans for utility construction. The plans must show the size and location of all underground utilities and new fire services within the development and the public right of way including meters, backflow preventers, fire service requirements, sewer mains, sewer cleanouts, sewer lift stations and any other required utilities. Plans for new wastewater laterals and mains need to include new wastewater pipe profiles showing existing potentially conflicting utilities especially electric, communication duct banks, and storm lines need to be daylighted by potholing from top to bottom to verify cross section prior to plan approval and starting lateral installation. 54. The applicant must show on the site plan the existence of any auxiliary water supply, (i.e. water well, gray water, recycled water, rain catchment, water storage tank, etc). 55. The applicant shall be responsible for installing and upgrading the existing utility mains and/or services as necessary to handle anticipated peak loads. This responsibility includes all costs associated with the design and construction for the installation/upgrade of the utility mains and/or services. 56. The applicant's engineer shall submit flow calculations and system capacity study showing that the on-site and off-site water and sanitary sewer mains and services will provide the domestic, irrigation, fire flows, and wastewater capacity needed to service the development and adjacent properties during anticipated peak flow demands. Field testing may be required to determined current flows and water pressures on existing water main. Calculations must be signed and stamped by a registered civil engineer. The applicant is required to perform, at his/her expense, a flow monitoring study 'of the existing sewer main to determine the remaining capacity. The report must include existing peak flows or depth of flow based on a minimum monitoring period of seven continuous days or as determined by the senior wastewater engineer. The study shall meet the requirements and the approval of the WGW engineering section. No downstream overloading of existing sewer main will be permitted. Page 15 of 26 57. For contractor installed water and wastewater mains or services, the applicant shall submit to the WGW engineering section of the Utilities Department four copies of the installation of water and wastewater utilities off-site improvement plans in accordance with the utilities department design criteria. All utility work within the public right-of-way shall be clearly shown on the plans that are prepared, signed and stamped by a registered civil engineer. The contractor shall also submit a complete schedule of work, method of construction and the manufacture's literature on the materials to be used for approval by the utilities engineering section. The applicant’s contractor will not be allowed to begin work until the improvement plan and other submittals have been approved by the water, gas and wastewater engineering section. After the work is complete but prior to sign off, the applicant shall provide record drawings (as-builts) of the contractor installed water and wastewater mains and services per City of Palo Alto Utilities record drawing procedures. For contractor installed services the contractor shall install 3M marker balls at each water or wastewater service tap to the main and at the City clean out for wastewater laterals. 58. An approved reduced pressure principle assembly (RPPA backflow preventer device) is required for all existing and new water connections from Palo Alto Utilities to comply with requirements of California administrative code, title 17, sections 7583 through 7605 inclusive. The RPPA shall be installed on the owner's property and directly behind the water meter within 5 feet of the property line. RPPA's for domestic service shall be lead free. Show the location of the RPPA on the plans. 59. An approved reduced pressure detector assembly is required for the existing or new water connection for the fire system to comply with requirements of California administrative code, title 17, sections 7583 through 7605 inclusive (a double detector assembly may be allowed for existing fire sprinkler systems upon the CPAU's approval)). Reduced pressure detector assemblies shall be installed on the owner's property adjacent to the property line, within 5' of the property line. Show the location of the reduced pressure detector assembly on the plans. 60. All backflow preventer devices shall be approved by the WGW engineering division. Inspection by the utilities cross connection inspector is required for the supply pipe between the meter and the assembly. 61. Existing wastewater laterals that are not plastic (ABS, PVC, or PE) shall be replaced at the applicant's expense. 62. Existing water services that are not a currently standard material shall be replaced at the applicant's expense. 63. The applicant shall pay the capacity fees and connection fees associated with new utility service/s or added demand on existing services. The approved relocation of services, meters, hydrants, or other facilities will be performed at the cost of the person/entity requesting the relocation. Page 16 of 26 64. Each unit or place of business shall have its own water and gas meter shown on the plans. Each parcel shall have its own water service, gas service and sewer lateral connection shown on the plans. 65. A separate water meter and backflow preventer is required to irrigate the approved landscape plan. Show the location of the irrigation meter on the plans. This meter shall be designated as an irrigation account an no other water service will be billed on the account. The irrigation and landscape plans submitted with the application for a grading or building permit shall conform to the City of Palo Alto water efficiency standards. 66. A new water service line installation for domestic usage is required. For service connections of 4- inch through 8-inch sizes, the applicant's contractor must provide and install a concrete vault with meter reading lid covers for water meter and other required control equipment in accordance with the utilities standard detail. Show the location of the new water service and meter on the plans. 67. A new water service line installation for irrigation usage is required. Show the location of the new water service and meter on the plans. 68. A new water service line installation for fire system usage is required. Show the location of the new water service on the plans. The applicant shall provide to' the engineering department a copy of the plans for fire system including all fire department's requirements. 69. A new gas service line installation is required. Show the new gas meter location on the plans. The gas meter location must conform with utilities standard details. 70. A new sewer lateral installation per lot is required. Show the location of the new sewer lateral on the plans 71. The applicant shall secure a public utilities easement for facilities installed in private property. The applicant's engineer shall obtain, prepare, record with the county of Santa Clara, and provide the utilities engineering section with copies of the public utilities easement across the adjacent parcels as is necessary to serve the development. 72. Where public mains are installed in private streets/PUEs for condominium and town home projects the CC&Rs and final map shall include the statement "Public Utility Easements: If the City's reasonable use of the Public Utility Easements, which are shown as P.U.E on the Map, results in any damage to the Common Area, then it shall be the responsibility of the Association, and not of the City, to Restore the affected portion(s) of the Common Area. This Section may not be amended without the prior written consent of the City”. 73. All existing water and wastewater services that will not be reused shall be abandoned at the main per WGW utilities procedures. 74. Utility vaults, transformers, utility cabinets, concrete bases, or other structures cannot be placed over existing water, gas or wastewater mains/services. Maintain 1' horizontal clear separation Page 17 of 26 from the vault/cabinet/concrete base to existing utilities as found in the field. If there is a conflict with existing utilities, Cabinets/vaults/bases shall be relocated from the plan location as needed to meet field conditions. Trees may not be planted within 10 feet of existing water, gas or wastewater mains/services or meters. New water, gas or wastewater services/meters may not be installed within 10’ or existing trees. Maintain 1O' between new trees and new water, gas and wastewater services/mains/meters. 75. To install new gas service by directional boring, the applicant is required to have a sewer cleanout at the front of the building. This cleanout is required so the sewer lateral can be videoed for verification of no damage after the gas service is installed by directional boring. 76. All utility installations shall be in accordance with the City of Palo Alto utility standards for water, gas & wastewater. 77. The applicant shall obtain an encroachment permit from Caltrans for all utility work in the El Camino Real right-of-way. The applicant must provide a copy of the permit to the WGW engineering section. 78. The applicant shall obtain an encroachment permit from Santa Clara county department of transportation for all utility work in the county road right-of-way. The applicant must provide a copy of the permit to the WGW engineering section. 79. The applicant shall obtain a construction permit from Santa Clara county valley water district for the utility service line to be installed by the City of Palo Alto Utilities. FIRE DEPARTMENT 80. Sprinklers to be designed per NFPA 13. Standpipes shall be in accordance with NFPA 14. Fire sprinklers, standpipes and fire alarm systems required in accordance with NFPA 13, NFPA14, NFPA 24, NFPA 72 and State and local standards. Sprinkler, standpipe, fire alarm and underground fire supply installations require separate submittal to the Fire Prevention Bureau. 81. 2-1/2 in. hose outlets shall be provided in approved locations in the garage. 82. Sprinkler main drain must be coordinated with plumbing design so that 200 gpm can be flowed for annual main drain testing for 90 seconds without creating a surge or excess flow into the sanitary sewer system. 83. All floor levels in multi-story buildings must be served by an elevator capable of accommodating a 24 x 84 inch gurney without lifting or manipulating the gurney. 84. All welding or other hot work during construction shall be under a permit obtained from the Palo Alto Fire Department with proper notification and documentation of procedures followed and work conducted. 85. Low-E glass and underground parking areas can interfere with portable radios used by emergency Page 18 of 26 responders. Please provide an RF Engineering analysis to determine if additional devices or equipment will be needed to maintain operability of emergency responder portable radios throughout 97% of each new building in accordance with the Fire Code Section 510 as adopted by the City of Palo Alto. A written report to the Fire Marshal shall be provided prior to final inspection. PUBLIC WORKS – WATERSHED PROTECTION 86. PAMC 16.09.170, 16.09.040 Discharge of Groundwater. Prior approval shall be obtained from the city engineer or designee to discharge water pumped from construction sites to the storm drain. The city engineer or designee may require gravity settling and filtration upon a determination that either or both would improve the water quality of the discharge. Contaminated ground water or water that exceeds state or federal requirements for discharge to navigable waters may not be discharged to the storm drain. Such water may be discharged to the sewer, provided that the discharge limits contained in Palo Alto Municipal Code (16.09.040(m)) are not exceeded and the approval of the superintendent is obtained prior to discharge. The City shall be compensated for any costs it incurs in authorizing such discharge, at the rate set forth in the Municipal Fee Schedule. 87. PAMC 16.09.055 Unpolluted Water. Unpolluted water shall not be discharged through direct or indirect connection to the sanitary sewer system. 88. PAMC 16.09.180(b)(9) Covered Parking. Drain plumbing for parking garage floor drains must be connected to an oil/water separator with a minimum capacity of 100 gallons, and to the sanitary sewer system. 89. PAMC 16.09.180(b)(10) Dumpsters for New and Remodeled Facilities. New buildings and residential developments providing centralized solid waste collection, except for single-family and duplex residences, shall provide a covered area for a dumpster. The area shall be adequately sized for all waste streams and designed with grading or a berm system to prevent water runon and runoff from the area. – the proposed location in the garage meets this requirement. 90. PAMC 16.09.180(b)(14) Architectural Copper. On and after January 1, 2003, copper metal roofing, copper metal gutters, copper metal down spouts, and copper granule containing asphalt shingles shall not be permitted for use on any residential, commercial or industrial building for which a building permit is required. Copper flashing for use under tiles or slates and small copper ornaments are exempt from this prohibition. Replacement roofing, gutters and downspouts on historic structures are exempt, provided that the roofing material used shall be prepatinated at the factory. For the purposes of this exemption, the definition of "historic" shall be limited to structures designated as Category 1 or Category 2 buildings in the current edition of the Palo Alto Historical and Architectural Resources Report and Inventory. 91. PAMC 16.09.180(b)(5) Condensate from HVAC. Condensate lines shall not be connected or allowed to drain to the storm drain system. 92. PAMC 16.09.180(b)(b) Copper Piping. Copper, copper alloys, lead and lead alloys, including brass, shall not be used in sewer lines, connectors, or seals coming in contact with sewage except for Page 19 of 26 domestic waste sink traps and short lengths of associated connecting pipes where alternate materials are not practical. The plans must specify that copper piping will not be used for wastewater plumbing. 93. PAMC 16.09.220(c)(1) Dental Facilities That Remove or Place Amalgam Fillings. An ISO 11143 certified amalgam separator device shall be installed for each dental vacuum suction system. The installed device must be ISO 11143 certified as capable of removing a minimum of 95 percent of amalgam. The amalgam separator system shall be certified at flow rates comparable to the flow rate of the actual vacuum suction system operation. Neither the separator device nor the related plumbing shall include an automatic flow bypass. For facilities that require an amalgam separator that exceeds the practical capacity of ISO 11143 test methodology, a non-certified separator will be accepted, provided that smaller units from the same manufacturer and of the same technology are ISO-certified. 94. 16.09.180(12) Mercury Switches. Mercury switches shall not be installed in sewer or storm drain sumps. 95. PAMC 16.09.205(a) Cooling Systems, Pools, Spas, Fountains, Boilers and Heat Exchangers. It shall be unlawful to discharge water from cooling systems, pools, spas, fountains boilers and heat exchangers to the storm drain system. 96. PAMC 16.09.165(h) Storm Drain Labeling. Storm drain inlets shall be clearly marked with the words "No dumping - Flows to Bay," or equivalent. Undesignated Retail Space: 97. PAMC 16.09. Newly constructed or improved buildings with all or a portion of the space with undesignated tenants or future use will need to meet all requirements that would have been applicable during design and construction. If such undesignated retail space becomes a food service facility the FSE requirements must be met. UTILITIES – ELECTRICAL 98. The applicant shall comply with all the Electric Utility Engineering Department service requirements noted during plan review. 99. The applicant shall be responsible for identification and location of all utilities, both public and private, within the work area. Prior to any excavation work at the site, the applicant shall contact Underground Service Alert (USA) at 1-800-227-2600, at least 48 hours prior to beginning work. 100. The applicant shall submit a request to disconnect all existing utility services and/or meters including a signed affidavit of vacancy, on the form provided by the Building Inspection Division. Utilities will be disconnected or removed within 10 working days after receipt of request. The demolition permit will be issued after all utility services and/or meters have been disconnected and removed. Page 20 of 26 THE FOLLOWING SHALL BE INCORPORATED IN SUBMITTALS FOR ELECTRIC SERVICE 101. A completed Electric Load Sheet and a full set of plans must be included with all applications involving electrical work. The load sheet must be included with the preliminary submittal. 102. Industrial and large commercial customers must allow sufficient lead-time for Electric Utility Engineering and Operations (typically 8-12 weeks after advance engineering fees have been paid) to design and construct the electric service requested. 103. Only one electric service lateral is permitted per parcel. Utilities Rule & Regulation #18. 104. This project requires a padmount transformer. The location of the transformers shall be shown on the site plan and approved by the Utilities Department and the Architectural Review Board. Utilities Rule & Regulations #3 & #16 (see detail comments below). 105. The developer/owner shall provide space for installing padmount equipment (i.e. transformers, switches, and interrupters) and associated substructure as required by the City. 106. The customer shall install all electrical substructures (conduits, boxes and pads) required from the service point to the customer’s switchgear. The design and installation shall be according to the City standards and shown on plans. Utilities Rule & Regulations #16 & #18. 107. Location of the electric panel/switchboard shall be shown on the site plan and approved by the Architectural Review Board and Utilities Department. 108. All utility meters, lines, transformers, backflow preventers, and any other required equipment shall be shown on the landscape and irrigation plans and shall show that no conflict will occur between the utilities and landscape materials. In addition, all aboveground equipment shall be screened in a manner that is consistent with the building design and setback requirements. 109. For services larger than 1600 amps, the customer will be required to provide a transition cabinet as the interconnection point between the utility’s padmount transformer and the customer’s main switchgear. The cabinet design drawings must be submitted to the Electric Utility Engineering Department for review and approval. 110. For underground services, no more than four (4) 750 MCM conductors per phase can be connected to the transformer secondary terminals; otherwise, bus duct must be used for connections to padmount transformers. If customer installs a bus duct directly between the transformer secondary terminals and the main switchgear, the installation of a transition cabinet will not be required. 111. The customer is responsible for sizing the service conductors and other required equipment according to the National Electric Code requirements and the City standards. Utilities Rule & Regulation #18. Page 21 of 26 112. If the customer’s total load exceeds 2500 kVA, service shall be provided at the primary voltage of 12,470 volts and the customer shall provide the high voltage switchgear and transformers. 113. For primary services, the standard service protection is a padmount fault interrupter owned an maintained by the City, installed at the customer’s expense. The customer must provide and install the pad and associated substructure required for the fault interrupter. 114. Any additional facilities and services requested by the Applicant that are beyond what the utility deems standard facilities will be subject to Special Facilities charges. The Special Facilities charges include the cost of installing the additional facilities as well as the cost of ownership. Utilities Rule & Regulation #20. 115. Projects that require the extension of high voltage primary distribution lines or reinforcement of offsite electric facilities will be at the customer’s expense and must be coordinated with the Electric Utility. DURING CONSTRUCTION 116. Contractors and developers shall obtain permit from the Department of Public Works before digging in the street right-of-way. This includes sidewalks, driveways and planter strips. 117. At least 48 hours prior to starting any excavation, the customer must call Underground Service Alert (USA) at 1-800-227-2600 to have existing underground utilities located and marked. The areas to be check by USA shall be delineated with white paint. All USA markings shall be removed by the customer or contractor when construction is complete. 118. The customer is responsible for installing all on-site substructures (conduits, boxes and pads) required for the electric service. No more than 270 degrees of bends are allowed in a secondary conduit run. All conduits must be sized according to National Electric Code requirements and no 1/2 – inch size conduits are permitted. All off-site substructure work will be constructed by the City at the customer’s expense. Where mutually agreed upon by the City and the Applicant, all or part of the off-site substructure work may be constructed by the Applicant. 119. All primary electric conduits shall be concrete encased with the top of the encasement at the depth of 30 inches. No more than 180 degrees of bends are allowed in a primary conduit run. Conduit runs over 500 feet in length require additional pull boxes. 120. All new underground conduits and substructures shall be installed per City standards and shall be inspected by the Electrical Underground Inspector before backfilling. 121. The customer is responsible for installing all underground electric service conductors, bus duct, transition cabinets, and other required equipment. The installation shall meet the National Electric Code and the City Standards. Page 22 of 26 122. Meter and switchboard requirements shall be in accordance with Electric Utility Service Equipment Requirements Committee (EUSERC) drawings accepted by Utility and CPA standards for meter installations. 123. Shop/factory drawings for switchboards (400A and greater) and associated hardware must be submitted for review and approval prior to installing the switchgear to: Gopal Jagannath, P.E. Supervising Electric Project Engineer Utilities Engineering (Electrical) 1007 Elwell Court Palo Alto, CA 94303 124. Catalog cut sheets may not be substituted for factory drawing submittal. 125. All new underground electric services shall be inspected and approved by both the Building Inspection Division and the Electrical Underground Inspector before energizing. AFTER CONSTRUCTION & PRIOR TO FINALIZATION 126. The customer shall provide as-built drawings showing the location of all switchboards, conduits (number and size), conductors (number and size), splice boxes, vaults and switch/transformer pads. PRIOR TO ISSUANCE OF BUILDING OCCUPANCY PERMIT 127. The applicant shall secure a Public Utilities Easement for facilities installed on private property for City use. 128. All required inspections have been completed and approved by both the Building Inspection Division and the Electrical Underground Inspector. 129. All fees must be paid. 130. All Special Facilities contracts or other agreements need to be signed by the City and applicant. PUBLIC WORKS - ENGINEERING 131. SUBDIVISION: The proposed project is merging two legal lots comprised of at least 8 historic lots. Since the lot merger consists of four or more lots, the applicant shall submit an application for a Minor Subdivision to the Department of Planning and Community Environment (PAMC 21.08.050; Government Code 66412(d)). If condominium units are proposed, the applicant can incorporate the lot merger and condominium subdivision into the same submittal. Depending on the number of units proposed, the applicant shall submit a Minor or Major Subdivision application to the Department of Planning & Community Environment for a Preliminary Parcel Map/Parcel Map or Tentative Map/Final Map. Please be advised that no grading or building permits will be issued until the Parcel or Tentative Map is recorded with the County Recorder. A digital copy of the approved Page 23 of 26 map, in AutoCAD format, shall be submitted to Public Works Engineering and shall conform to North American Datum 1983 State Plane Zone 3 for horizontal survey controls and NGVD88 for vertical survey controls. 132. OFF SITE IMPROVEMENTS: As part of this project and the associated subdivision, the following improvements are required and must be shown on the plans submitted for a building permit. Note that under the provisions of the Subdivision Map Act, the applicant may be required to enter into a subdivision improvement agreement and provide security for the work shown on the plans. a. SIDEWALK, CURB & GUTTER: As part of this project, the applicant must replace existing sidewalks, curbs, gutters or driveway approaches in the public right-of-way along the frontage(s) of the property and a new concrete bus pad shall be provided for the bus stop on the Lytton Avenue frontage. Substitute the existing extended concrete gutter pan on the Lytton frontage with city standard curb and gutter. The site plan and grading and drainage plan submitted with the building permit plan set must show the extent of the replacement work. The plan must note that any work in the right-of-way must be done per Public Works’ standards by a licensed contractor who must first obtain a Street Work Permit from Public Works at the Development Center. b. RESURFACING: The applicant is required to resurface (grind and overlay) the entire width of the street on the Lytton Avenue and Kipling Street frontages adjacent to the project. Resurfacing within the Kipling/Lytton intersection shall extend to the easterly and southerly corner radius returns on Lytton and Kipling, respectively. c. STREET TREES: The applicant may be required to replace existing and/or add new street trees in the public right-of-way along the property’s frontage(s). Call the Public Works’ arborist at 650-496-5953 to arrange a site visit so he can determine what street tree work, if any, will be required for this project. The site plan submitted with the building permit plan set must show the street tree work that the arborist has determined, including the tree species, size, location, staking and irrigation requirements, or include a note that Public Works’ arborist has determined no street tree work is required. The plan must note that in order to do street tree work, the applicant must first obtain a Permit for Street Tree Work in the Public Right-of-Way from Public Works’ Arborist (650-496-5953) d. STORM DRAIN: To accommodate new directional curb ramps at the corner of Lytton and Kipling and simplify drainage adjacent to the site, the existing storm drain and catch basins at either end of the corner radius return shall be removed and replaced with a new catch basin on Kipling, clear of the new curb ramp flare, and connected to the Lytton Avenue storm drain main with a new manhole. Eliminate the high point in the gutter of the corner to allow runoff to flow from Lytton to the relocated catch basin on Kipling. The proposed storm drain lateral connection from the basement shall be intercepted with a catch basin while the drains, pipeline, and connection to the storm drain for the landscaped area adjacent to the single family home shall be removed. Configure the proposed drainage system from the basement to ensure water is not pressurized when entering the lateral connecting with the storm drain main. Page 24 of 26 133. SHORING & HISTORIC STRUCTURE: Due to the proximity of the basement excavation to the existing historic structure, the applicant shall include detailed shoring plans in the building permit planset prepared by a licensed engineer. The shoring plans shall follow all applicable safety regulations, required environmental mitigations, and demonstrate how the building will be protected and suspended during the excavation activities. Shoring for the excavation, including tie backs, must not extend onto adjacent private property or into the city right of way without having first obtained written permission from the private property owners and/or an encroachment permit from Public Works Engineering. 134. BASEMENT DRAINAGE: Due to high groundwater throughout much of the City and Public Works prohibiting the pumping and discharging of groundwater, perforated pipe drainage systems at the exterior of the basement walls or under the slab are not allowed for this site. A drainage system is, however, required for all exterior basement-level spaces, such as lightwells, patios or stairwells. This system consists of a sump, a sump pump, a backflow preventer, and a closed pipe from the pump to a dissipation device onsite at least 10 feet from the property line, such as a bubbler box in a landscaped area, so that water can percolate into the soil and/or sheet flow across the site. The device must not allow stagnant water that could become mosquito habitat. Additionally, the plans must show that exterior basement-level spaces are at least 7-3/4” below any adjacent windowsills or doorsills to minimize the potential for flooding the basement. Public Works recommends a waterproofing consultant be retained to design and inspect the vapor barrier and waterproofing systems for the basement. 135. DEWATERING: Basement excavations may require dewatering during construction. Public Works only allows groundwater drawdown well dewatering. Open pit groundwater dewatering is disallowed. Dewatering is only allowed from April through October due to inadequate capacity in our storm drain system. The geotechnical report for this site must list the highest anticipated groundwater level. We recommend a piezometer to be installed in the soil boring. The contractor must determine the depth to groundwater immediately prior to excavation by using the piezometer or by drilling an exploratory hole if the deepest excavation will be within 3 feet of the highest anticipated groundwater level. If groundwater is found within 2 feet of the deepest excavation, a drawdown well dewatering system must be used, or alternatively, the contractor can excavate for the basement and hope not to hit groundwater, but if he does, he must immediately stop all work and install a drawdown well system before he continues to excavate. Public Works may require the water to be tested for contaminants prior to initial discharge and at intervals during dewatering. If testing is required, the contractor must retain an independent testing firm to test the discharge water for the contaminants Public Works specifies and submit the results to Public Works. Public Works reviews and approves dewatering plans as part of a Street Work Permit. The applicant can include a dewatering plan in the building permit plan set in order to obtain approval of the plan during the building permit review, but the contractor will still be required to obtain a street work permit prior to dewatering. Alternatively, the applicant must include the above dewatering requirements in a note on the site plan. Public Works has a sample dewatering plan sheet and dewatering guidelines available at the Development Center and on our website. 136. GRADING & DRAINAGE PLAN: The plan set must include a grading & drainage plan prepared by a Page 25 of 26 licensed professional that includes existing and proposed spot elevations and drainage flow arrows to demonstrate proper drainage of the site. Adjacent grades must slope away from the buildings at 2%, minimum. Downspouts and splashblocks should be shown on this plan, as well as any site drainage features such as swales. Grading will not be allowed that increases drainage onto, or blocks existing drainage from, neighboring properties. Public Works generally does not allow rainwater to be collected and discharged into the street gutter, but encourages the developer to keep rainwater onsite as much as feasible by directing runoff to landscaped and other pervious areas of the site. See the Grading & Drainage Plan Guidelines: http://www.cityofpaloalto.org/civicax/filebank/documents/2717 137. GRADING PERMIT: The grading plan must include a table providing the cubic yardage of dirt being cut and filled outside of the building footprint. If the total is more than 100 cubic yards, a grading permit will be required. An application and plans for a grading permit are submitted to Public Works separately from the building permit plan set. The application and guidelines are available at the Development Center and on our website. 138. STORM WATER POLLUTION PREVENTION: The City's full-sized "Pollution Prevention - It's Part of the Plan" sheet must be included in the plan set. The sheet is available here: http://www.cityofpaloalto.org/civicax/filebank/documents/2732 139. STREET TREES: Show all existing street trees in the public right-of-way. Any removal, relocation or planting of street trees; or excavation, trenching or pavement within 10 feet of street trees must be approved by Public Works' arborist (phone: 650-496-5953). This approval shall appear on the plans. Show construction protection of the trees per City requirements. 140. WORK IN THE RIGHT-OF-WAY: The plans must clearly indicate any work that is proposed in the public right-of-way, such as sidewalk replacement, driveway approach, or utility laterals. The plans must include notes that the work must be done per City standards and that the contractor performing this work must first obtain a Street Work Permit from Public Works at the Development Center. If a new driveway is in a different location than the existing driveway, then the sidewalk associated with the new driveway must be replaced with a thickened (6” thick instead of the standard 4” thick) section. Additionally, curb cuts and driveway approaches for abandoned driveways must be replaced with new curb, gutter and planter strip. 141. IMPERVIOUS SURFACE AREA: The project will be creating or replacing 500 square feet or more of impervious surface. Accordingly, the applicant shall provide calculations of the existing and proposed impervious surface areas with the building permit application. The Impervious Area Worksheet for Land Developments form and instructions are available at the Development Center or on our website. 142. STORM WATER TREATMENT: This project shall comply with the storm water regulations contained in provision C.3 of the NPDES municipal storm water discharge permit issued by the San Francisco Bay Regional Water Quality Control Board (and incorporated into Palo Alto Municipal Code Chapter 16.11). These regulations apply to land development projects that create or replace 10,000 square feet or more of impervious surface, and restaurants, retail gasoline outlets, auto service facilities, and uncovered parking lots that create and/or replace 5,000 square feet or more Page 26 of 26 of impervious surface. In order to address the potential permanent impacts of the project on storm water quality, the applicant shall incorporate into the project a set of permanent site design measures, source controls, and treatment controls that serve to protect storm water quality, subject to the approval of the Public Works Department. The applicant shall identify, size, design and incorporate permanent storm water pollution prevention measures (preferably landscape- based treatment controls such as bioswales, filter strips, and permeable pavement rather than mechanical devices that require long-term maintenance) to treat the runoff from a “water quality storm” specified in PAMC Chapter 16.11 prior to discharge to the municipal storm drain system. Effective February 10, 2011, regulated projects, must contract with a qualified third-party reviewer during the building permit review process to certify that the proposed permanent storm water pollution prevention measures comply with the requirements of Palo Alto Municipal Code Chapter 16.11. The certification form, 2 copies of approved storm water treatment plan, and a description of Maintenance Task and Schedule must be received by the City from the third-party reviewer prior to approval of the building permit by the Public Works department. Within 45 days of the installation of the required storm water treatment measures and prior to the issuance of an occupancy permit for the building, third-party reviewer shall also submit to the City a certification for approval that the project’s permanent measures were constructed and installed in accordance to the approved permit drawings. 143. STORMWATER MAINTENANCE AGREEMENT: The applicant shall designate a party to maintain the control measures for the life of the improvements and must enter into a maintenance agreement with the City to guarantee the ongoing maintenance of the permanent C.3 storm water discharge compliance measures. The maintenance agreement shall be executed prior to the first building occupancy sign-off. The City will inspect the treatment measures yearly and charge an inspection fee. There is currently a $350 C.3 plan check fee that will be collected upon submittal for a grading or building permit. 144. LOGISTICS PLAN: The contractor must submit a logistics plan to the Public Works Department prior to commencing work that addresses all impacts to the City’s right-of-way, including, but not limited to: pedestrian control, traffic control, truck routes, material deliveries, contractor’s parking, concrete pours, crane lifts, work hours, noise control, dust control, storm water pollution prevention, contractor’s contact, noticing of affected businesses, and schedule of work. The plan will be attached to a street work permit. PUBLIC ART 145. Prior to issuance of any building permit, the project shall demonstrate that approval of the project’s art plan was granted by the City’s Public Arts Commission. *** End of Conditions of Approval *** MITIGATION MONITORING OR REPORTING PROGRAM 411-437 Lytton Avenue Project Palo Alto File No. 14PLN-00489 CITY OF PALO ALTO March 2016 411-437 Lytton Avenue Project, Draft Mitigation Monitoring or Reporting Program 2 of 15 City of Palo Alto March 2016 MITIGATION MONITORING OR REPORTING PROGRAM 411-437 Lytton Avenue Project, Palo Alto Palo Alto File No. 14PLN-00489 Environmental Impacts Mitigation Measures Responsibility for Compliance Method of Compliance and Oversight of Implementation Timing of Compliance Biological Resources Impact BIO-1: Construction of the proposed project could result in disturbance to active migratory bird nests. Mitigation Measure BIO-1.1: In compliance with the MBTA and the California Fish and Game Code, the project shall implement the following measures: • Pre-construction surveys shall be completed by a qualified ornithologist to identify active nests that may be disturbed during project implementation. All potential nesting areas (trees, tall shrubs) shall be surveyed no more than 30 days prior to tree removal or pruning, if the activity will occur within the breeding season (February 1 – August 31). If more than 30 days pass between the completion of the preconstruction survey and the initiation of construction activities, the preconstruction survey shall be completed again and repeated at 30 day intervals until construction activities are initiated. • If an active nest is observed, tree removal and pruning shall be postponed until all the young have fledged. An exclusion zone shall be established around the nest site, in consultation with the California Department of Fish and Game (CDFG). Exclusion zones for active passerine (songbirds) nests shall have a 50-foot radius centered on the nest tree or shrub. Project applicant and contractors All measures will be required as part of development permits, and will be printed on all construction documents, contracts, and project plans prior to issuance of development permits. Oversight of implementation by the City of Palo Alto Director of Planning and Community Environment. Prior to the start of demolition and construction, as specified. 411-437 Lytton Avenue Project, Draft Mitigation Monitoring or Reporting Program 3 of 15 City of Palo Alto March 2016 MITIGATION MONITORING OR REPORTING PROGRAM 411-437 Lytton Avenue Project, Palo Alto Palo Alto File No. 14PLN-00489 Environmental Impacts Mitigation Measures Responsibility for Compliance Method of Compliance and Oversight of Implementation Timing of Compliance • Active nests shall be monitored weekly until the young fledge. No construction activities, parking, staging, material storage, or other disturbance shall be allowed within the exclusion zones until the young have fledged from the nest. Cultural Resources Impact CR-1: Based on the property’s historic status, damage caused during the temporary relocation and completion of modifications could result in a significant impact to historic resources. Mitigation Measure CR-1.1: The applicant will identify a qualified historic architect to oversee project activities related to the historic house. The selection of the historic architect will be approved by the City prior to the commencement of project activities. The consulting historic architect will monitor implementation of required protection measures and will provide reports and findings to the City as required. Mitigation Measure CR-1.2: The historic architect shall establish a training program for construction workers involved in the project that communicates the importance of protecting historic resources. This program shall include information on recognizing historic fabric and materials, and directions on how to exercise care when working around and operating equipment near the historic structure, including storage of materials away from historic buildings. It shall also include information on means to reduce vibrations from demolition and Project applicant and consulting historic preservation architect. All measures will be required as part of development permits, and will be printed on all construction documents, contracts, and project plans prior to issuance of development permits. Oversight of implementation by the City of Palo Alto Director of Planning and Community Environment and the City’s Historic Resources Planner. Prior to the start of demolition and during building relocation and construction, as specified. 411-437 Lytton Avenue Project, Draft Mitigation Monitoring or Reporting Program 4 of 15 City of Palo Alto March 2016 MITIGATION MONITORING OR REPORTING PROGRAM 411-437 Lytton Avenue Project, Palo Alto Palo Alto File No. 14PLN-00489 Environmental Impacts Mitigation Measures Responsibility for Compliance Method of Compliance and Oversight of Implementation Timing of Compliance construction, and monitoring and reporting any potential problems that could affect the historic resources in the area. The project sponsor shall be responsible for implementation of the training program, which shall be reviewed and approved by City staff. Mitigation Measure CR-1.3: Monitoring will be conducted by the qualified historic architect and the project’s structural engineer for any relocation or rehabilitation activities where there is a potential for substantial damage to the historic house. The duration and intensity of the monitoring program will be determined by the project’s historic architect and will range from full- time monitoring to “as needed” inspections throughout construction or demolition operations. Monitoring reports shall be submitted to the City’s assigned staff on a periodic basis to be determined by City staff. If, in the opinion of the project’s structural engineer and historic architect, substantial adverse impacts to historic resources related to relocation or rehabilitation activities are found during construction, the monitoring team shall so inform the project sponsor, or sponsor’s designated representative responsible for construction activities, as well as City staff within 24 hours. The project sponsor and the City shall consider 411-437 Lytton Avenue Project, Draft Mitigation Monitoring or Reporting Program 5 of 15 City of Palo Alto March 2016 MITIGATION MONITORING OR REPORTING PROGRAM 411-437 Lytton Avenue Project, Palo Alto Palo Alto File No. 14PLN-00489 Environmental Impacts Mitigation Measures Responsibility for Compliance Method of Compliance and Oversight of Implementation Timing of Compliance the structural engineer and historical architect’s findings and recommendations and mutually agree on corrective measures, which shall be carried out by the project sponsor. Mitigation Measure CR-1.4: Protection and Relocation, Phase I Construction Phasing: The protection of the historic house and the temporary relocation procedures are intertwined such that the sequencing is a constituent element of the protection. Physical distance and an offset in the timing of demolition of the office building is the best protection for the historic house from damage associated with flying debris or from demolition equipment. Implementing one of the following relocation options is proposed for the “Phase I” relocation and rehabilitation of the 411 Lytton Avenue residence. 1. Relocation Phasing Option 1: Retain the house on its existing 411 Lytton Avenue site and demolish the existing two-story office building at 437 Lytton Avenue. The distance between the two structures creates a natural buffer for protection of the house. As demolition often causes flying debris, the windows on the north elevation shall be clad with minimum ½” plywood for physical protection. Following demolition of the office building, the house would be 411-437 Lytton Avenue Project, Draft Mitigation Monitoring or Reporting Program 6 of 15 City of Palo Alto March 2016 MITIGATION MONITORING OR REPORTING PROGRAM 411-437 Lytton Avenue Project, Palo Alto Palo Alto File No. 14PLN-00489 Environmental Impacts Mitigation Measures Responsibility for Compliance Method of Compliance and Oversight of Implementation Timing of Compliance temporarily moved to the 437 Lytton Avenue site, the basement and foundation installed for the residence, and the house moved back to the 411 Avenue Lytton site. 2. Relocation Phasing Option 2: If the procedure identified in Relocation Option 1 is not feasible, prior to demolition of the two story commercial building at 437 Lytton Avenue, relocate the house to its receiver site. Excavate the new basement for the house, and construct foundation walls. Move the house back to its original footprint and bolt it to the new foundation but refrain from constructing the addition and any rehabilitation activities. Protect the north facing windows as described above. Demolish the two-story office building at 437 Lytton Avenue after the house is relocated back to the 411 Lytton Avenue site. Mitigation Measure CR-1.5: Protection and Relocation, Phase II Construction: In either case described in MM CR-1.4, at the start of construction for the new three- story mixed-use building, potentially harmful construction activities will be taking place directly adjacent to the historic house. The following recommendations for Phase II construction will protect historic resources during this phase. 411-437 Lytton Avenue Project, Draft Mitigation Monitoring or Reporting Program 7 of 15 City of Palo Alto March 2016 MITIGATION MONITORING OR REPORTING PROGRAM 411-437 Lytton Avenue Project, Palo Alto Palo Alto File No. 14PLN-00489 Environmental Impacts Mitigation Measures Responsibility for Compliance Method of Compliance and Oversight of Implementation Timing of Compliance 1. Mount physical protection to the roof, and windows to protect the house from flying debris from above. 2. Apply all shoring and anti-vibration suggestions from a qualified engineer. 3. Do not construct the addition or attempt to do any rehabilitation work until the new three-story structure is closed in as a final protection measure. Mitigation Measure CR-1.6: Protection and Relocation, General Relocation Procedures: The following general relocations recommendations will further protect historic resources during the temporary relocation process. 1. At a minimum, before starting, the house will be completely photo-documented by the moving contractor, under supervision of the consulting historic architect. 2. The site will be secured with fencing, and window and door openings will be covered with plywood to prevent intruders. 3. The site will be cleared of all shrubs and plant materials that would impede the relocation activity. 4. The house will be assessed for weak points that could fail during the move. Those areas will be braced, shored, or supported with an internal secondary stud wall depending on the structural 411-437 Lytton Avenue Project, Draft Mitigation Monitoring or Reporting Program 8 of 15 City of Palo Alto March 2016 MITIGATION MONITORING OR REPORTING PROGRAM 411-437 Lytton Avenue Project, Palo Alto Palo Alto File No. 14PLN-00489 Environmental Impacts Mitigation Measures Responsibility for Compliance Method of Compliance and Oversight of Implementation Timing of Compliance condition requiring remediation. All temporary work of this kind will be reversible, additive, and will not destroy the historic fabric of the building. 5. The house will be moved in the largest sections possible and allowed by clearances on the route. The street facing porch may have to be parted from the main body of the house and moved separately or reconstructed. 6. Any house elements that are removed as part of the relocation will be given a unique identifying number, catalogued, stored in secure containers, preferably on site. 7. The house will be moved during an off hour period to minimize impacts to the street and surrounding neighbors. 8. The house, on its temporary site will be supported by temporary wooden cribbing. It will be elevated well above the ground to allow the moving contractor access for steel carrying beams and floor reinforcing if necessary. When the new foundations and basement are complete, the house will be relocated to its original site. Mitigation Measure CR-1.7: Protection and Relocation, Relocation Procedures for Specific Elements: The following measures will further protect historic 411-437 Lytton Avenue Project, Draft Mitigation Monitoring or Reporting Program 9 of 15 City of Palo Alto March 2016 MITIGATION MONITORING OR REPORTING PROGRAM 411-437 Lytton Avenue Project, Palo Alto Palo Alto File No. 14PLN-00489 Environmental Impacts Mitigation Measures Responsibility for Compliance Method of Compliance and Oversight of Implementation Timing of Compliance resources during the temporary relocation process. 1. Porch: If necessary, the porch will be dismantled in the largest pieces possible. 2. Windows: The windows are in good condition and can be moved in place. If it is determined that the motion associated with the relocation activity will cause damage, the window sash will be labeled, catalogued, removed and stored in secure containers for relocation to the new site. 3. Doors: Doors will be labeled, catalogued, removed and stored in secure containers for relocation to the new site. 4. Brick Chimney: The feasibility of moving the chimney with the house should be determined. If required, the house moving contractor will dismantle the chimney, and will clean and palletize the bricks. The interior mantle will be salvaged, and moved with the bricks. Based on experience, approximately 75 percent of the bricks might be salvaged. The architect, in conjunction with the house mover will determine the feasibility of reconstructing the chimney: however, at a minimum the geometry and historic character of the living room fire place should be retrained because of the high integrity of the building. 5. Historic Elements: Further specifications for the protection of wood and other 411-437 Lytton Avenue Project, Draft Mitigation Monitoring or Reporting Program 10 of 15 City of Palo Alto March 2016 MITIGATION MONITORING OR REPORTING PROGRAM 411-437 Lytton Avenue Project, Palo Alto Palo Alto File No. 14PLN-00489 Environmental Impacts Mitigation Measures Responsibility for Compliance Method of Compliance and Oversight of Implementation Timing of Compliance elements are included in the Protection and Relocation Study prepared by C.G. Duncan (Appendix B1). Mitigation Measure CR-1.8: Protection and Relocation, Rehabilitation Measures: The following measures will further protect historic resources during the rehabilitation process. 1. All work, will adhere to the Secretary of the Interior’s Standards for the Treatment of Historic Properties, using the Rehabilitation Guidelines. 2. Retain the historic room configurations with the exception of the necessary changes for the rear addition. 3. Retain all historic flat plaster over lath, if possible. 4. If original wood floor material is found beneath new coverings inspect it for soundness, recoverability, and retain as much as possible. Replace deteriorated wood flooring with in-kind material. 5. Retain all interior window and door trim, baseboards, and moldings. 6. Retain all historic door and window hardware. 7. If reconstruction of the front, street facing porch is necessary incorporate the salvaged historic columns, trim curved elements as much as possible. Where there is insufficient salvaged historic 411-437 Lytton Avenue Project, Draft Mitigation Monitoring or Reporting Program 11 of 15 City of Palo Alto March 2016 MITIGATION MONITORING OR REPORTING PROGRAM 411-437 Lytton Avenue Project, Palo Alto Palo Alto File No. 14PLN-00489 Environmental Impacts Mitigation Measures Responsibility for Compliance Method of Compliance and Oversight of Implementation Timing of Compliance material, replace it with new in-kind material. 8. The foundation shall be constructed such that the house will retain its historic relationship to the surrounding finished grade. 9. If feasible, utilities shall enter the house from underground and be hidden. 10. As part of the bid qualifications, the contractor responsible for the rehabilitation work shall be versed in the Secretary of the Interior’s Standards for the Treatment of Historic Properties, and be able to demonstrate previous experience in the rehabilitation of historic buildings. Impact CR-2: Although existing and past development has altered the project site, there is always the potential to discover unknown cultural resources during site excavation. In the event any archaeological or human remains are discovered on the site, impacts would be potentially significant. Mitigation Measure CR-2.1: In the event any significant cultural materials are encountered during construction grading or excavation, all construction within a radius of 50-feet of the find would be halted, the Director of Planning and Community Environment shall be notified, and the archaeologist shall examine the find and make appropriate recommendations regarding the significance of the find and the appropriate mitigation. Recommendations could include collection, recordation and analysis of any significant cultural materials. A report of findings documenting any data recovered during monitoring shall be Project applicant and contractors. All measures will be required as part of development permits, and will be printed on all construction documents, contracts, and project plans prior to issuance of development permits. Oversight of implementation by the City of Palo Alto Director of Planning and Community Environment. During construction, as specified. 411-437 Lytton Avenue Project, Draft Mitigation Monitoring or Reporting Program 12 of 15 City of Palo Alto March 2016 MITIGATION MONITORING OR REPORTING PROGRAM 411-437 Lytton Avenue Project, Palo Alto Palo Alto File No. 14PLN-00489 Environmental Impacts Mitigation Measures Responsibility for Compliance Method of Compliance and Oversight of Implementation Timing of Compliance submitted to the Director of Planning and Community Environment. Mitigation Measure CR-2.2: In the event that human skeletal remains are encountered, the applicant is required by County Ordinance No. B6-18 to immediately notify the County Coroner. Upon determination by the County Coroner that the remains are Native American, the coroner shall contact the California Native American Heritage Commission, pursuant to subdivision (c) of section 7050.5 of the Health and Safety Code and the County Coordinator of Indian Affairs. No further disturbance of the site may be made except as authorized by the County Coordinator of Indian Affairs in accordance with the provisions of state law and the Health and Safety Code. The Director of Planning and Community Environment shall also be notified immediately if human skeletal remains are found on the site during development. Noise and Vibration Impact NOISE-1: The proposed project could affect a number of older buildings near the project from the temporary vibration impacts from the excavation and Mitigation Measure NOISE-1.1: A Construction Vibration Monitoring Plan shall be implemented to document conditions prior to, during, and after vibration generating construction activities. All Plan tasks shall be undertaken under the Project applicant and contractors. All measures will be required as part of development permits, and will be printed on all construction documents, contracts, and project plans Prior to the start of demolition and during demolition and 411-437 Lytton Avenue Project, Draft Mitigation Monitoring or Reporting Program 13 of 15 City of Palo Alto March 2016 MITIGATION MONITORING OR REPORTING PROGRAM 411-437 Lytton Avenue Project, Palo Alto Palo Alto File No. 14PLN-00489 Environmental Impacts Mitigation Measures Responsibility for Compliance Method of Compliance and Oversight of Implementation Timing of Compliance construction of the basement parking garage at 437 Lytton Avenue. direction of a licensed Professional Structural Engineer in the State of California and be in accordance with industry accepted standard methods. The Construction Vibration Monitoring Plan shall include the following tasks: • Identification of the sensitivity of nearby structures to groundborne vibration. Vibration limits shall be applied to all vibration sensitive structures located within 50 feet of the project. • Performance of a photo survey, elevation survey, and crack monitoring survey for each structure within 50 feet of construction activities identified as sources of high vibration levels. Surveys shall be performed prior to any construction activity, in regular intervals during construction and after project completion and shall include internal and external crack monitoring in structures, settlement, and distress and shall document the condition of foundations, walls, and other structural elements in the interior and exterior of said structures. • Development of a vibration monitoring and construction contingency plan to identify structures where monitoring would be conducted, set up a vibration monitoring schedule, define structure- specific vibration limits, and address the prior to issuance of development permits. Oversight of implementation by the City of Palo Alto Director of Planning and Community Environment. construction, as specified. 411-437 Lytton Avenue Project, Draft Mitigation Monitoring or Reporting Program 14 of 15 City of Palo Alto March 2016 MITIGATION MONITORING OR REPORTING PROGRAM 411-437 Lytton Avenue Project, Palo Alto Palo Alto File No. 14PLN-00489 Environmental Impacts Mitigation Measures Responsibility for Compliance Method of Compliance and Oversight of Implementation Timing of Compliance need to conduct photo, elevation, and crack surveys to document before and after construction conditions. Construction contingencies would be identified for when vibration levels approach the limits. • At minimum, vibration monitoring shall be conducted during pavement removal, building demolition, and drilling activities. Monitoring results may indicate the need for more or less intensive measurements. • If vibration levels approach limits, suspend construction and implement contingencies to either lower vibration levels or secure the affected structures. • Designate a person responsible for registering and investigating claims of excessive vibration. The contact information of such person shall be clearly posted on the construction site. • Conduct post-survey on structures where either monitoring has indicated high levels or complaints of damage has been made. Make appropriate repairs or compensation where damage has occurred as a result of construction activities. Mitigation Measure NOISE-1.2: The results of all vibration monitoring shall be summarized and submitted in a report to the Development Services Department and 411-437 Lytton Avenue Project, Draft Mitigation Monitoring or Reporting Program 15 of 15 City of Palo Alto March 2016 MITIGATION MONITORING OR REPORTING PROGRAM 411-437 Lytton Avenue Project, Palo Alto Palo Alto File No. 14PLN-00489 Environmental Impacts Mitigation Measures Responsibility for Compliance Method of Compliance and Oversight of Implementation Timing of Compliance Planning and Community Environment shortly after substantial completion of each phase identified in the project schedule of the Construction Vibration Monitoring Plan. The report shall include a description of measurement methods, equipment used, calibration certificates, and graphics as required to clearly identify vibration- monitoring locations. An explanation of all events that exceeded vibration limits shall be included together with proper documentation supporting any such claims. Attachment F Initial Study and Mitigated Negative Declaration This document is available for viewing online at: http://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?BlobID=52028 Hard copies of IS/MND is available at City Hall, 5th Floor, Planning and Community Environment Department. Memorandum Date: March 12, 2015 To: Mr. Brad R. Ehikian, Ehikian & Company Mr. Ken Hayes, Hayes Group Architects, Inc. From: Gary Black and Ling Jin Subject: Trip Generation Analysis and On-Site Circulation/Parking/Site Access Review for Mixed-Use Development at 411 and 437 Lytton Avenue in Palo Alto, California Hexagon Transportation Consultants, Inc. has completed the trip generation analysis and on-site circulation/parking/site access review for the proposed mixed use project located at 411 and 437 Lytton Avenue in Palo Alto, California. The project consists of demolishing the existing two-story office building at 437 Lytton and constructing a three story building with two floors of office space and a residential unit above. The size of the existing office building is 7,426 square feet. The proposed new office space is 13,522 square feet, so there is a proposed increase in office space of 6,096 square feet. The existing house at 411 Lytton Avenue would be remodeled with one bedroom added. Parking for the 437 Lytton site would be provided in two subterranean parking levels accessible via a two-way driveway on Kipling Street. The existing site driveway on Lytton Avenue would be removed. The purpose of this traffic study is to estimate the net new trips generated by the project, which the City of Palo Alto can review and determine if a focused traffic study is needed. Hexagon also reviewed the project site plan to determine the overall adequacy of the site access and on-site circulation in accordance with generally accepted traffic engineering standards and to identify any access or circulation issues that should be improved. Parking was evaluated relative to the Palo Alto Parking Code. Project Trip Generation Through empirical research, data have been collected that quantify the amount of traffic produced by common land uses. Thus, for the most common land uses there are standard trip generation rates that can be applied to help predict the future traffic increases that would result from a new development. The magnitude of traffic added to the roadway system by a particular development is estimated by multiplying the applicable trip generation rates by the size of the development. The trip generation rates published in the Institute of Transportation Engineers’ (ITE) manual entitled Trip Generation, 9th Edition (2012) for General Office Building (Land Use 710) and Single-Family Detached House (Land Use 210) were used for this study. The trips generated by the existing office building at 437 Lytton Avenue were estimated using the trip generation rates for General Office Building (Land Use 710) following the same procedures as described above. The number of trips generated by the one residential unit at 411 Lytton Avenue under project conditions would be the same as existing conditions. As shown in Table 1, the project is estimated to generate 75 net new daily vehicle trips, with 10 net new trips occurring during the AM peak hour and 10 net new trips during the PM peak hour. The new trips added by the proposed project are minimal. Therefore, it is probably not necessary to do any further focused traffic study. Attachment G 411 & 437 Lytton Avenue Mixed-Use Development March 12, 2015 Page| 2 Table 1 Project Trip Generation Estimates Site Access & Circulation A review of the project site plan was performed to determine whether adequate site access and circulation would be provided. This review was based on the site plan provided by Hayes Group Architects, Inc. dated March 9, 2015 (see Figure 1). Site Access Currently, the vehicular access to the site at 437 Lytton Avenue is provided by driveways on both Lytton Avenue and Kipling Street. With the project, the existing driveway along Lytton Avenue would be eliminated. Vehicle access to the underground parking garage would be provided via a two-way driveway on Kipling Street. The driveway is estimated to serve 22 vehicles during the AM peak hour and 21 vehicles during the PM peak hour under project conditions. That is an average of about one car per three minutes. The driveway would work well, and the addition of project traffic easily would be accommodated. The site plan shows that the project site at 411 Lytton Avenue would keep the existing single-lane driveway located on Lytton Avenue. For bicycle accessibility, there are bike lanes on both sides of Lytton Avenue. The bike lanes extend from Alma Street in the west to Middlefield Road in the east. The bike trips generated by the project would be accommodated by the existing bike facilities around the study area. Daily Daily Pk-Hr Pk-Hr Land Use ITE Code Trip Rates Trips Rate In Out Total Rate In Out Total Existing Use Office Space1 710 7,426 s.f. 11.03 82 1.56 11 1 12 1.49 2 9 11 Proposed Use Office Space1 710 13,522 s.f. 11.03 147 1.56 18 3 21 1.49 3 17 20 Residential 2 210 1 unit 9.52 10 0.75 0 1 1 1.00 1 0 1 Total Proposed 157 18 4 22 4 17 21 Net Project Trips (Proposed - Existing)75 7 3 10 2 8 10 Notes: 1 Rates based on ITE Land Use Code 710 (General Office), average rate. 2 Rates based on ITE Land Use Code 210 (Single-Family Detached Housing), average rate. Source: Institute of Traffic Engineers, Trip Generation Manual, 9th Edition, 2012. Size AM Peak Hour PM Peak Hour Trips Trips 411 & 437 Lytton Avenue Mixed-Use Development March 12, 2015 Page| 6 Circulation On-site vehicular circulation was reviewed for the project in accordance with generally accepted traffic engineering standards. No dead-end drive aisles are proposed on underground parking level one. The site plan shows one dead-end drive aisle on underground parking level two. Dead-end aisles are generally undesirable from a circulation perspective because upon entering, drivers may discover that there is no available parking and must either back out or perform a three-point turn. To avoid difficult vehicle parking maneuvers on the dead-end aisle and to guarantee effective use of the stacked parking spaces, Hexagon recommends that all of the parking spaces be assigned parking. If assigned, the dead-end aisle would not cause any circulation issues. An analysis was conducted to determine the adequacy of drive aisle widths and radii for passenger cars in the underground garage. Based on the analysis, vehicles would need to use the opposite lanes and make three- point turns in order to access some of the parking spaces. Therefore, Hexagon recommends the installation of mirrors in key locations to help drivers make turns safely. The proposed site plan shows that the ramps to the underground garage would be 18 feet 8 inches in width, which would meet the City's standard for below ground parking facilities (City Zoning Code Section 18.54.070). The proposed site plan shows 90 degree parking spaces throughout the underground garage, and the width of the parking stalls would vary between 8.5 feet and 9.5 feet at different locations. The City’s standard width for two-way drive aisles is between 23 feet and 25 feet where 90-degree standard parking spaces are provided depending on the width of the stalls. This allows sufficient room for vehicles to back out of parking spaces. The minimum stall width for 24 feet and 25 feet aisles is 9 feet and 8.5 feet, respectively. According to the proposed site plan, the drive aisles on all parking levels would meet this standard. The project proposes to have a trash and recycling room next to the drive aisle ramp to underground parking. A truck would not be able to access the trash and recycling room, so it is assumed that the trash bins would be rolled out to the street for pick-up. The City Zoning Code (Section 18.54.040) requires one off-street loading space for an office development with gross floor area between 10,000 s.f. and 99,999 s.f. The project proposes one loading space on Lytton Avenue, meeting this requirement. Parking The parking for the proposed project was evaluated based on the City of Palo Alto parking code. The project site is located outside of the Downtown Parking Assessment District. Based on the City's requirements, all the parking spaces must be provided on site. Based on the March 9, 2015 site plan, parking for the mixed-use building at 437 Lytton Avenue and the home at 411 Lytton Avenue would be provided in the underground parking garage. The requirement for office space is a minimum parking supply of 1 space per 250 square feet. As previously described, the proposed project would construct 13,522 square feet of office space. City of Palo Alto parking standards require that the project provide a minimum of 54 parking spaces onsite for the office use. The proposed residential unit on the third floor and the home at 411 Lytton Avenue each require two parking spaces. Therefore, the total required parking spaces for the proposed mixed-use development would be 58 spaces. The proposed underground parking garage would provide a total of 65 parking spaces with 16 regular parking spaces and 49 stacked spaces. For the proposed office development, Hexagon recommends that all the parking spaces be assigned parking. Assuming assigned spaces, Hexagon does not see a problem with stacked parking spaces for an office building. The City’s municipal code requires one bike parking space per 2,500 square feet for office use, split 80% long-term and 20% short-term, and one long-term bike parking space per unit for multi-family residential uses. This yields a minimum requirement of 6 long-term bicycle spaces and 1 short-term space. The proposed project would provide 6 long-term bicycle parking spaces in the underground garage and two short-term spaces at street level, which exceeds the City’s standards. 411 & 437 Lytton Avenue Mixed-Use Development March 12, 2015 Page| 7 Conclusions The project trips generated by the proposed project are fairly low and would not cause any significant impact to the surrounding roadway systems or neighborhood traffic. Therefore, a further focused traffic study probably is not necessary. The site access/ on-site circulation and parking review indicates that some improvements would be necessary to meet the City's standard and to facilitate vehicle parking maneuvers. Install mirrors in key locations in the underground garage to help drivers make turns safely. Designate all parking spaces in the underground garage as assigned spaces to avoid difficult parking maneuvers on the dead-end aisle and to guarantee effective use of the stacked parking spaces. INTERIM OFFICE/R&D ANNUAL LIMIT GUIDELINE Revised June 2February17, 2016 Page 1 CITY OF PALO ALTO INTERIM OFFICE/R&D ANNUAL LIMIT GUIDELINE February 17June 2, 2016 Pursuant to the authority granted by Palo Alto Municipal Code (“PAMC”) Section 18.85.208, the following Interim Office/R&D Annual Limit Program Guideline (“Guideline”) is hereby adopted and determined to be desirable for the implementation and enforcement of PAMC Section 18.85.200 (Annual Office Limit) of PAMC Chapter 18.85 (Interim Zoning Ordinances). All defined terms used in this Guideline shall have the meaning set forth in PAMC Section 18.85.201. Overview: The purpose of this Guideline is to implement the annual limit on Office/R&D development adopted by Ordinance Number 5357 on October 26, 2015. The annual limit was adopted on an interim basis for two years (until November 26, 2017) or until the Comprehensive Plan Update is completed, whichever occurs first. No more than 50,000 gross square feet of new Office/R&D development can be approved within a given fiscal year in the subset of the City shown in Attachment A and adopted as Exhibit A of Ordinance 5357. This Guideline is intended to implement the interim annual limit in Fiscal Year 2015/16 and Fiscal Year 2016/17. Program Guideline: A. Applicability. This Interim Office/R&D Annual Limit Program Guideline is applicable to all discretionary development applications proposing an increase in gross square footage devoted to one or more of the following uses,1 when the site is located within the area shown on Exhibit A of Ordinance 5357: Research & Development as defined in PAMC Section 18.04.030(123) Administrative Office Services as defined in PAMC Section 18.04.030(6) General Business Office as defined in PAMC Section 18.04.030(61) Medical Office as defined in PAMC Section 18.04.030(95) Professional Office as defined in PAMC Section 18.04.030(116). Building permit applications and associated use and occupancy certificates are not discretionary and applications proposing use or reuse of existing building space via non-discretionary applications are not subject to the Interim Office/R&D Annual Limit. B. Exemptions. Exempted applications, as defined below, shall be processed in accordance with applicable sections of the PAMC without regard to the 1 The text of the cited definitions is included in Attachment B. Attachment H INTERIM OFFICE/R&D ANNUAL LIMIT GUIDELINE Revised June 2February17, 2016 Page 2 procedures established by this Guideline. The decision to approve or disapprove such applications shall be appealable to the City Council in accordance with existing provisions of the PAMC. An applicant may request in writing a formal determination that a pending application is exempt pursuant to one of the exemptions outlined below at any time. The resulting written determination shall be considered a code interpretation that is appealable to the City Council consistent with Section 18.01.025 of the PAMC. 1. Accessory office space that is incidental to and customarily associated with a principal use or facility. Examples include a small office space used in conjunction with a retail establishment, a hotel, a school, or a religious institution. 2. City office space. 3. Any application proposing less than 2,000 new gross square feet of Research & Development, Administrative Office Services, General Business Office, and/or Professional Office, where such application does not also involve the Medical Office exemption in item (4) below. 4. Any application proposing a project containing less than 5,000 new gross square feet of Medical Office, where such application does not also involve the exemption in item (3) above. 5. “Pipeline Projects” as follows: a. Projects which obtained a planning entitlement prior to the effective date of Ordinance 5357 (November 25, 2015). b. Projects which are the subject of a planning entitlement application that was submitted to the City in 2013 or 2014 and deemed complete by the City on or before March 31, 2015. C. “Self-Mitigating Projects” which provide rental housing for more members of the workforce than would be employed in the project, and which provide substantial transportation demand management (TDM) strategies either individually or in combination with other projects or programs such that parking and traffic conditions in the site vicinity would be improved. D. Economic Hardship Waiver or Adjustment. An applicant may request that requirements of Ordinance 5357 be adjusted or waived based upon showing that applying the requirements of Ordinance 5357 would effectuate an unconstitutional taking of property or otherwise have an unconstitutional application to the property. INTERIM OFFICE/R&D ANNUAL LIMIT GUIDELINE Revised June 2February17, 2016 Page 3 1. The applicant shall bear the burden of presenting evidence to support a hardship-related waiver or modification and shall submit an economic analysis along with an explanation of the factual and legal basis for the claim to the Director of Planning. 2. The Director of Planning shall review the request and forward it to the City Council with a recommendation within 60 days. The City Council shall consider the request at a noticed public meeting, along with the economic analysis and the Director’s recommendation, and provide a final decision to grant or deny the request. E. Processing and review of applications subject to the Interim Office/R&D Annual Limit. 1. Applications subject to the Interim Office/R&D Annual Limit shall be processed in accordance with the PAMC and the California Environmental Quality Act (CEQA), except that neither the Director of Planning nor the City Council shall adopt the CEQA document or act upon any such applications between July 1 and March 31 of each year. 2. The Director of Planning shall review all such applications that are pending final action by the Director of Planning or City Council as of the close of business on March 31 of each year, and determine which applications are eligible for consideration. a. Pending applications only become eligible for consideration if they have been recommended for approval by the Architectural Review Board (ARB) and the Planning & Transportation Commission (PTC – for Site and Design and rezoning applications only), and if review pursuant to CEQA has been completed. For purposes of this section, subdivision requests accompanying entitlement applications do not need to be submitted or processed. b. Applications that are not eligible for consideration at the close of business on March 31 will be reviewed for eligibility in the following fiscal year unless the 50,000 square foot annual limit has not been reached as described in paragraph (c) below. In this case, additional applications may become eligible and be considered between March 31 and June 30, as long as the 50,000 square foot annual limit is not reached. 3. If the sum total of new square footage proposed by all eligible applications on the close of business on March 31 is 50,000 square feet or less, all of the applications will be acted upon by the approving authority established in the PAMC. For example, the Director of Planning would act upon Architectural Review applications, and that action would be appealable to the City Council. INTERIM OFFICE/R&D ANNUAL LIMIT GUIDELINE Revised June 2February17, 2016 Page 4 The City Council would act upon applications requiring Site and Design or rezoning. The project is considered to have received a square footage allocation in the Fiscal Year approved, whether that approval is by the Director or the City Council. Thus the City Council may consider and render a decision on any appeal of the Director’s decision after the end of the Fiscal Year without necessitating reconsideration of the project’s square footage allocation. 4. If the sum total of new square footage proposed by all eligible applications on the close of business on March 31 is greater than 50,000 square feet, the Director of Planning shall prepare the applications for hearing by the City Council as follows: a. At an initial hearing, the Director shall provide the City Council with all pending applications, including required CEQA documents, recommended findings and conditions of approval. Each applicant will be invited to present their project at the initial hearing, and the City Council may provide comments and direction regarding the recommended findings and conditions. The initial review of the eligible projects by the City Council may be spread over more than one meeting if time does not allow review of all projects on one meeting agenda. i. If the City Council is unable to support approval of the required CEQA document or the required findings for any of the eligible projects, it may direct staff to prepare findings for denial or impose conditions that will permit it to make the necessary findings. ii. Projects that are denied based upon not meeting required findings for approval are no longer eligible projects and the applicant must submit a new planning entitlement for a substantially different project for proposed development at the same site. b. At a second public hearing, the Director shall provide the City Council with a recommended ranking of the eligible applications using the scoring criteria included below. The Director may convene a panel consisting of the Chair of the ARB and the Chair of the PTC to assist in the ranking. At the second public hearing, the City Council shall review the Director’s recommendation and select the projects that shall receive an office/R&D allocation. The projects selected shall receive planning entitlement approval at the same hearing, which shall occur before the end of the fiscal year on June 30. The City Council shall approve, deny, or approve as modified the project(s) receiving an office/R&D allocation. INTERIM OFFICE/R&D ANNUAL LIMIT GUIDELINE Revised June 2February17, 2016 Page 5 c. Any application that is not approved by the City Council solely because it exceeds the office/R&D allocation shall be denied unless the applicant requests that the project be rolled over for consideration in the next fiscal year. In addition, the applicant may request his/her application be rolled over to the next fiscal year if the City Council proposes to modify the project by reducing its square footage and the applicant declines to do so. A project can be rolled over only one time. F. Expiration of Office/R&D Allocation. Once a project has been approved, all applicable entitlement timelines apply to the project, including the expiration of approvals. If an entitlement expires, the approved allocation also expires. The allocation cannot be carried over to another development proposal; it must be used for the approved project or it will be lost. G. Review Criteria and Scoring. 1. Eligible applications that were deemed complete by the City between March 31 and June 15, 2015 shall have priority over other projects and shall be evaluated against each other and granted an allocation before other eligible applications are considered 2. Review criteria are established in Ordinance 5347 as follows: Impacts a. The density of the development in the context of underlying zoning and the site surroundings; and b. The ability to avoid or address potential impacts on traffic and parking; Design c. The quality of design, including the attention to human scale where the building(s) meet the street, the compatibility with surroundings, and the overall architectural quality; and Environmental Quality d. Environmental quality Public Benefit e. The value to the community of public benefits offered; and Uses f. Mixed use projects including substantial housing; and g. Mixed use projects including retail; and h. Mixed use projects that provide space for cultural amenities such as but not limited to art galleries and studios 3. The Director’s recommendation shall be based on an evaluation of eligible applications weighting the review criteria as shown in the score card in Table INTERIM OFFICE/R&D ANNUAL LIMIT GUIDELINE Revised June 2February17, 2016 Page 6 1, below. All projects will be ranked against each other according to the point totals they receive. 4. The City Council may accept the Director’s recommendation or modify it based on its independent review of the criteria, and shall determine which eligible applications will be approved, approved with modifications, or denied, such that the total square footage approved does not exceed 50,000 new gross square feet of the uses listed in Section A, above. INTERIM OFFICE/R&D ANNUAL LIMIT GUIDELINE Revised June 2February17, 2016 Page 7 Table 1. Interim Office/R&D Annual Limit Scoring (One Score Card Shall be Used to Evaluate Each Eligible Application) Project Address and APN: Net New Square Footage Requested: Brief Project Description: Scoring Criterion Total Possible Score Considerations for Each Criterion Project Score Explanation 1. Impacts 30 a. The density of the development in the context of underlying zoning and the site surroundings 10 Projects will be ranked against each other, with the most points awarded to the project that does not require variances or exceptions from applicable quantitative standards of the code and that is deemed to be most consistent in terms of its mass and scale with nearby buildings. 1 b. The ability to avoid or address potential impacts on traffic and parking 20 Projects will be ranked against each other, with the most points awarded to the project resulting in the least traffic and the least potential for unmet parking demand, regardless of whether these impacts are considered significant pursuant to CEQA. 2. Design 20 c. The quality of design, including the attention to human scale where the building(s) meet the street, the compatibility with surroundings, and the overall architectural quality 20 Projects will be ranked against each other, with the most points awarded to the project with the highest quality of design. Rankings will consider how the buildings address the street and their compatibility with surrounding buildings. INTERIM OFFICE/R&D ANNUAL LIMIT GUIDELINE Revised June 2February17, 2016 Page 8 Scoring Criterion Total Possible Score Considerations for Each Criterion Project Score Explanation 3. Environmental Quality 20 a. Environmental quality 20 Projects will be ranked against each other, with the most points awarded to project that avoids significant environmental impacts under CEQA and that is designed to enhance the built and natural environment. Enhancements may include, but are not limited to, incorporation of energy conservation, storm water, and sustainability features above and beyond legal requirements, as well as incorporation of vegetation/landscaping and bird friendly design. 4. Public Benefit 20 b. The value to the community of public benefits offered 20 Eligible projects will be compared to each other in terms of their value to the community, with the top project receiving up to 20 points and other projects receiving lower rankings based on their relative benefits. For purposes of this section, the value of public benefits may be qualitative or quantitative.2 5. Uses 20 c. Mixed use projects including substantial housing 10 Projects will be ranked against each other with the most points awarded to the project with the greatest number of dwelling units.3 d. Mixed use projects including retail 5 Projects will be ranked against each other based on their mix of uses, including the quantity of ground floor retail.3 e. Mixed use projects that provide space for cultural amenities such as but not limited to art galleries and studios 5 Projects will be ranked against each other based on their mix of uses, including retail or personal services uses (galleries or studios) for use by artists, or space for other cultural uses. A project’s public art requirement does not count towards this.3 INTERIM OFFICE/R&D ANNUAL LIMIT GUIDELINE Revised June 2February17, 2016 Page 9 Notes: 1. For purposes of this section, exceptions to the “Build to Line” standard and requests for parking reductions per PAMC Section 18.52.050 shall not be considered. Section 18.52.050 can be used to allow parking adjustments based on provision of on-site amenities, shared parking, senior housing, affordable housing, housing near transit, and TDM plans. 2. Benefits may be intrinsic to the project, such as affordable housing units, publicly accessible open spaces, publicly accessible off-street parking, community meeting space, or subsidized rent for community-serving non-profits. Benefits may also be extrinsic improvements or voluntary financial contributions to larger community initiatives. Some benefits may be quantifiable and some may not. 3. By rewarding provision of uses that may not be permitted in all zoning districts, this section effectively gives some priority to those projects that are proposed within districts that allow the desired uses (when those uses are incorporated into the proposed project). INTERIM OFFICE/R&D ANNUAL LIMIT GUIDELINE Revised June 2February17, 2016 Page 10 Attachment A Map of Areas Subject to the Interim Office/R&D Annual Limit Attachment B Definitions of Relevant Office and R&D Uses from the Palo Alto Zoning Ordinance Land Use Code Section Definition Research & Development 18.04.030(123) "Research and development" means a use engaged in the study, testing, engineering, product design, analysis and development of devices, products, processes, or services related to current or new technologies. Research and development may include limited manufacturing, fabricating, processing, assembling or storage of prototypes, devices, compounds, products or materials, or similar related activities, where such activities are incidental to research, development or evaluation. Examples of "research and development" uses include, but are not limited to, computer software and hardware firms, computer peripherals and related products, electronic research firms, biotechnical and biomedical firms, instrument analysis, genomics, robotics and pharmaceutical research laboratories, and related educational development. Research and development may include the storage or use of hazardous materials in excess of the exempt quantities listed in Title 15 of the Municipal Code, or etiological (biological) agents up to and including Risk Group 3 or Bio Safety Level 3 classifications as defined by the National Institute of Health (NIH) or the Center for Disease Control (CDC). Higher classification levels of etiological (biological) agents are not allowed without express permission of the City Manager, Fire Chief, and Police Chief. Related administrative uses such as finance, legal, human resources, management, marketing, sales, accounting, purchasing, or corporate offices; provisions of services to others on or off-site; and related educational uses may also be included provided they remain primarily supportive of the primary uses of "research and development" and are part of the same research and development firm. Administrative Office Services 18.040.030(6) "Administrative office services" means offices and service facilities performing headquarters, regional, or other level management and administrative services for firms and institutions. General Business Office 18.040.030(61) "General business office" means a use principally providing services to individuals, firms, or other entities, including but not limited to real estate, insurance, property management, title companies, investment, personnel, travel, and similar services. Medical Office 18.04.030(95) "Medical office" means a use providing consultation, diagnosis, therapeutic, preventive, or corrective personal treatment services by doctors, dentists, medical and dental laboratories, and similar practitioners of medical and healing arts for humans, licensed for such practice by the state of California. Incidental medical and/or dental research within the office is considered part of the office use, where it supports the on-site patient services. Medical office use does not include the storage or use of hazardous materials in excess of the permit quantities as defined in Title 15 of the Municipal Code. Medical gas storage or use shall be allowed up to 1,008 cubic feet per gas type and flammable liquids storage and use shall be INTERIM OFFICE/R&D ANNUAL LIMIT GUIDELINE Revised June 2February17, 2016 Page 12 Land Use Code Section Definition allowed up to 20 gallons total (including waste). Professional Office 18.04.030(116) "Professional office" means a use providing professional or consulting services in the fields of law, architecture and architectural design, engineering, accounting, and similar professions, including associated product testing and prototype development, but excluding product manufacturing or assembly and excluding the storage or use of hazardous materials in excess of permit quantities prescribed in Title 15 of the Municipal Code. City of Palo Alto (ID # 6307) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/20/2016 City of Palo Alto Page 1 Summary Title: Replacement of the 9-1-1 System Title: Approval of Acceptance of State Funding in the Amount of $424,000 for the Replacement of the City's 9-1-1 System From: City Manager Lead Department: Police RECOMMENDATIONS Staff recommends that City Council approve and authorize the City Manager or his designee to authorize the utilization of $424,000 from the California State Emergency Telephone Number Account (SETNA) fund for the replacement of the 9-1-1 system and associated equipment and furniture. DISCUSSION The 9-1-1 phone system for the City of Palo Alto is a specialized standalone system that enables the Palo Alto Police Department’s Public Safety Answering Point (PSAP) to receive 9-1-1 calls from throughout the City and the Stanford Campus. The Center is capable of receiving wire line, wireless and voice over internet protocol (VoIP) calls directly through its 9-1-1 trunks. The existing system, installed in 2008, is at the end of its functional lifecycle and is no longer state of the art technology. The City will replace the system under the process defined by the State of California’s Office of Emergency Service (OES) 9-1-1 Emergency Communications Branch. OES provides funding for 9-1-1 equipment based on the 9-1-1 call volume handled by each PSAP. Palo Alto’s allotment is $424,000. Palo Alto has partnered with our neighboring cities of Mountain View and Los Altos on Public Safety technology projects leveraging our resources to purchase better systems and provide redundancy and enhanced services to our communities. A shared computer aided dispatch (CAD) system for Police and Fire was implemented in March of 2014. The combined CAD system allowed the Palo Alto and Mountain View Fire Departments to drop response boundaries reducing response time to emergencies. The Police and Fire Departments of the three cities have enhanced regional awareness, can better share resources such as specialized units and have redundant capabilities in the event of a technical failure at any of the three Communications centers. City of Palo Alto Page 2 The three cities intend to deploy the new 9-1-1 system as a hosted solution over a shared fiber network with microwave backup. The host sites will be located in Palo Alto and Los Altos with Mountain View as the remote site. The three cities will spilt their 9-1-1 trunks and terminate at the two hosts. This configuration provides redundancy and other capabilities such as load sharing and failover. Each of the three PSAPs will be capable of handling calls and dispatching units for any and all of the three cities. In addition, the cities will initiate text-to-9-1-1 as part of this project. RESOURCE IMPACT The State of California Office of Emergency Services (OES) provides funding for 9-1-1 equipment replacement based on the call volume at each PSAP. Palo Alto’s annual call volume is approximately 35,000 9-1-1 calls (150,000 total calls). OES has allotted $424,000 for Palo Alto’s equipment and ancillary items. The total funding for all three cities is approximately $1,026,000. Palo Alto has 42% of that total and Mountain View and Los Altos have 37% and 21% respectively. The State has negotiated a Master Purchase Agreement (MPA) with qualified vendors that established competitive pricing for the core 9-1-1 equipment and associated equipment. The agreement allows PSAPs to select from the vendors that are party to the MPA. The three cities chose to use a Request for Information (RFI) to receive detailed technical information and pricing from multiple vendors. As a result of this process Carousel Industries was selected to design, install and maintain the new system that is manufactured by Airbus. The City will issue a purchase order in the amount of zero dollars or one cent and the State will pay the vendors directly. The network cost for operating the system will be funded by the respective departments from their operating budgets. The network implementation cost will be approximately $16,000. Annual network costs for Palo Alto will be approximately $18,000 annually. There may also be some minor ongoing costs to support text-to-9-1-1. The cost of the equipment was split into two categories, items that are purchased exclusively for each PSAP and items that are part of the shared solution. The shared costs were allocated based on the percentages of the total funding. Palo Alto’s costs total approximately $332,278 leaving residual funds of $91,722. The State allows residual funding to be used for qualified equipment and ancillary items directly related to 9-1-1 services. The Palo Alto Emergency Communications Center is in use 24-hours a day 365 days a year. As a result, equipment and furniture have a shorter lifecycle than in a conventional office environment. There are a number of items that could be replaced in the Center and the most pressing need is for workstation replacement. The dispatchers use specialized sit-stand workstations that allow them to work seated or standing during their 12- hour shifts. The current workstations, purchased in 2008 are chronically failing requiring costly repairs to maintain. City of Palo Alto Page 3 The Department has solicited bids and designs for the replacement sit-stand furniture and will select a qualified company from the State Master Purchase Agreement. The cost will be partially covered by the residual 9-1-1 funding. The remaining cost will be funded from the Police Department’s Operating Budget. POLICY IMPLICATIONS This expenditure of funds is consistent with existing City policy. ENVIRONMENTAL REVIEW The equipment being supplied is in conformance with all applicable emissions laws and regulations. Attachments: ATTACHMENT A - 911 Operations Manual (PDF) ATTACHMENT B - CLIENT QUOTE FOR THREE CITIES (PDF) ATTACHMENT C - WAN QUOTE FOR THREE CITIES (PDF) ATTACHMENT D -CPE PROJECT 9-1-1 REPLACEMENT (PDF) CA 9-1-1 OPERATIONS MANUAL CHAPTER III -FUNDING CUSTOMER PREMISE EQUIPMENT (CPE) FUNDING POLICY It is the policy of the CA 9-1-1 Branch to ensure high quality and best value for agencies in the procurement and maintenance of 9-1-1 CPE system and services. To accomplish this, the CA 9-1-1 Branch staff will advise and support PSAPs in their efforts to procure 9-1-1 CPE systems that maximize the ability of PSAP personnel to efficiently and effectively answer and direct 9-1-1 calls. To receive CA 9-1-1 Branch funding, the PSAP must follow the funding process for the reimbursement or direct funding as outlined in this chapter (refer to FUNDING PROCESSES FOR 9-1-1 SERVICES & EQUIPMENT, FUNDING PROCESS -9-1-1 System CPE Replacement or Certified Upgrade (pgs. 111.18-111.22). 9·1·1 System CPE Defined Includes all equipment and systems used within the PSAP 9-1-1 call-taker work area (including the 9-1-1 equipment room/closet) to answer 9-1-1 calls. This includes, but is not limited to, 9-1-1 call-taker telephony computers, controllers, servers, cabling, and/or ancillary systems, services, and products associated with the delivery of a 9-1-1 call. Master Purchase Agreement (MPA) For 9·1·1 CPE Systems and Services The State of California (State) offers a MPA that provides PSAPs an effective procurement method with competitive pricing for CPE system replacement or certified upgrade (where the existing CPE is certified to function, as new, for an additional five (5) years) and services. The prices listed on the MPA for equipment and services are the maximum allowable, and the price of systems varies from contractor to contractor. PSAPs may be able to obtain price discounts or additional equipment by soliciting price offers from different MPA contractors, thus increasing the buying power of the CPE funding fixed allotment. The MPA may be viewed or downloaded from the CA 9-1-1 Branch website as follows: http://www.caloes.ca.gov/cal-oes-divisions/public-safety-communications/ca-9-1-1-emergency- communications-branch/ca-9-1-1-services-contracts Use of the MPA is not mandatory; however, it offers direct funding by the CA 9-1-1 Branch to the Contractor. However, PSAPs may choose to use their local procurement processes, pay the Contractor direct, and request reimbursement from the CA 9-1-1 Branch. CPE Funding Fixed Allotment In order to provide funding in an equitable manner throughout the State, the CA 9-1-1 Branch has established a CPE funding fixed allotment calculation that is based on each PSAP's volume of 9-1-1 calls using the CPE Provisioning Policy provided in this chapter, (pgs. 111.14-111.15) and the median prices obtained from the established MPA pricing for a standard system. The CPE funding fixed allotment for each PSAP allows for the replacement of a complete 9-1-1 system or certified upgrade (where the existing CPE is certified to function, as new, for an additional five (5) years). Upon receipt of a PSAP's request for CPE funding, the CA 9-1-1 Branch consultant will perform a 9-1-1 call-traffic analysis and calculate the CPE funding fixed allotment eligibility amount. Revised JULY 2014 111.10 CA 9-1-1 OPERATIONS MANUAL CHAPTER III -FUNDING CUSTOMER PREMISE EQUIPMENT (CPE) FUNDING POLICY Advance Notification for CPE Funding For CA 9-1-1 Branch annual budgeting purposes and to allow the PSAP adequate time to evaluate various CPE contractors, PSAPs must submit an ADVANCE NOTIFICATION FOR CUSTOMER PREMISE EQUIPMENT FUNDING form (Form is currently being finalized) by July 1 of the prior state fiscal year 1 that CPE funding is required for: • CPE system replacement or certified upgrade (where the existing CPE is certified to function, as new, for an additional five years) and related equipment, and/or, • CPE extended maintenance for year(s) six (6) or seven (7). For the state fiscal years that PSAPs do not plan on using any SETNA funds, PSAPs do not need to submit an ADVANCE NOTIFICATION FOR CUSTOMER PREMISE EQUIPMENT FUNDING form. Residual Funds If the final cost for a complete 9-1-1 system CPE replacement or certified upgrade is less than the PSAP's CPE funding fixed allotment eligibility amount, the remaining amount is referred to as residual funds. These residual funds may be used for the purchase of additional CA 9-1-1 Branch approved equipment and services as detailed in the Incremental Service/Equipment Approval List provided in this chapter (pg.1I1.13). Planning and subsequent request for use of these residual funds must take place when the PSAP prepares and submits their Purchase Order (PO) package in accordance with the Funding Process for 9-1-1 System Replacement or Certified Upgrade as outlined in this chapter (pgs.1I1.18-1I1.20). All quotes and/or POs for use of residual funds must be submitted to the CA 9-1-1 Branch within 90 days of CPE acceptance, and purchase completed within nine (9) months of approval. (For further clarification of this requirement, please contact your assigned CA 9-1-1 Branch consultant.) CPE System Maintenance Beyond the Five-Year Cycle Five years after system acceptance of a 9-1-1 CPE system replacement (which included one year of system warranty and four years of system maintenance), a PSAP may choose to enter into a maintenance agreement with a CPE contractor for years six (6) and/or seven (7) of additional maintenance until the PSAP's 9-1-1 CPE system has been upgraded or replaced. Maintenance costs for years six (6) and seven (7) will not be deducted from the PSAP's CPE funding fixed allotment. Maintenance costs in year eight (8) and beyond are the responsibility of the PSAP. Maintenance agreements are not automatic and the CA 9-1-1 Branch funding requires pre-approval at least two (2) months prior to the expiration of the "existing" agreement. Contact your CA 9-1-1 Branch Consultant to determine the appropriate steps required for pre-approval and subsequent CPE system maintenance funding by the CA 9-1-1 Branch. CPE Replacement Parts and Equipment Repairs PSAPs shall provide a facility with adequate heating, cooling, ventilation, light, electrical supply and overload protection to protect the equipment so that it may operate as intended by the manufacturer. Costs to repair damage to equipment, caused by PSAP negligence or the lack of adequate facilities to house and protect the equipment, shall be the responsibility of the PSAP. If an act of nature or other circumstance causes damage to the equipment, and the PSAP has made a reasonable effort to protect such equipment, the CA 9-1-1 Branch will review and may approve funding requests for CPE replacement parts and equipment repairs. All requests for funding CPE replacement parts and equipment repairs will be evaluated on a case-by-case basis. 1 Definition: "prior state fiscal year" is the year prior to the state fiscal year monies will become available for purchase of CPE and related equipment. Revised JULY 2014 111.11 CA 9-1-1 OPERATIONS MANUAL CHAPTER 111-FUNDING CUSTOMER PREMISE EQUIPMENT (CPE) FUNDING POLICY Standard 9-1-1 System A standard 9-1-1 system includes all 9-1-1 CPE and systems used within the communication center's 9-1-1 call-taker work area (including the 9-1-1 equipment room/closet) in direct support of the delivery of 9-1-1 calls to the 9-1-1 call-taker. The elements of a standard 9-1-1 system, as competitively bid and available on the current MPA offered by contractors, are detailed below. Standard 9-1-1 Call-taker Position -Intelligent Workstation (IWS), including: 1. Full Telephony Computer 2. 19"-24" Liquid Crystal Display (LCD) Monitor 3. Mouse 4. Standard Keyboard 5. Keypad Dialer (if no phone set) 6. Phone Set (only if necessary for computer telephony integration) 7. Keyboard Arbitrator 8. Instant Recall Recorder 9. Uninterruptible Power Supply (UPS) For Call-taker Positions -fifteen (15) minutes 10. Automatic Telecommunications Device for the Deaf (TDD)/TeleTypewriter (TTY) Capability Turn-key call processing system, including: 11. Two (2) UPS (one is redundant) serving all backroom equipment -fifteen (15) minutes (each) 12. Printer for ANI/ALI printing 13. Training for 9-1-1 call-taker(s) and 9-1-1 call-taker supervisor(s) 14. Enhanced Centralized Automatic Message Accounting (CAMA) trunks 15. Capability for third party contractor to remotely collect real time ANI/ALI/Call Detail Record Data via a frame relay connection 16. Cabling 17. Dynamic ANI/ALI output interface to PSAP provided for Computer Aided Dispatch (CAD), Geographical Information Systems (GIS), Management Information System (MIS), etc. 18. External Time Synchronization Revised JULY 2014 111.12 CA 9-1-1 OPERATIONS MANUAL CHAPTER III -FUNDING CUSTOMER PREMISE EQUIPMENT (CPE) FUNDING POLICY Incremental Service/Equipment Approval List A PSAP may request pre-approval from the CA 9-1-1 Branch to use residual funds from their CPE funding fixed allotment (in accordance with requirements outlined in the CPE FUNDING POLICY, CPE Funding Fixed Allotment of this chapter, (pg. 111.10» to purchase additional 9-1-1 services and/or equipment from the list below where the services and/or equipment will be used within the communication center's 9-1-1 call-taker work area (including the 9-1-1 equipment room/closet) and in direct support of the delivery of 9-1-1 calls to the 9-1-1 call-taker. Documentation must be provided to describe how the service/equipment will meet this requirement. Electrical modifications required to install 9-1-1 IWS/CPE, UPS, and GIS related equipment must include justification, project plan, floor plans and a detailed itemization of costs. Funding for the items below must be requested at the time of CPE system replacement or certified upgrade in a concise plan for use of all CPE funding fixed allotment funds and in accordance with the funding processes outlined in this chapter. A CA 9-1-1 Branch CPE ALLOTMENT SPENDING PLAN (TDe-285) form must be completed and submitted to the CA 9-1-1 Branch before a TDe-288 form can be prepared. The TDe-285 form may be viewed or downloaded from the CA 9-1-1 Branch website as follows: http://www.caloes.ca.gov/cal-oes-divisions/public-safety-communications/ca-9-1-1-emergency- communications-branch/ca-9-1-1-forms 1. Additional items from "Standard 9-1-1 System" as defined on page 111.12 2. Enhanced Automatic call distribution 3. Electrical modifications required to install 9-1-1 Intelligent Work Station (IWS) /CPEand Uninterruptible Power Supply (UPS) 4. Furniture -9-1-1 call-taker workstation2 and chair only 5. GIS services, software, and equipment 6. Headsets 7. Logging recorder for 9-1-1 calls 8. MIS software and computer solely for 9-1-1 call management information collection and reports 9. Temporary relocation or removal of 9-1-1 IWS/CPE coinciding with 9-1-1 IWS/CPE upgrade or replacement 10. Pre-Arrival Instruction System 2 A 9-1-1 Workstation is the furniture used by the Telecommunicator in the direct processing of 9-1-1 calls, which would include the work surface for the keyboard, mice, and ancillary entry devices, storage areas immediate to the work surface for computer hardware, and platforms for display monitors. Integrated solutions that include space for other functions would be considered a part of the 9-1-1 Workstation. Revised JULY 2014 111.13 8-Jun-16 Summary - Palo Alto Qty Product Description Ext. Price 1 VESTA System, Common Equipment 42% of Total $24,148.84 1 VESTA System, Local Equipment (PA)100%$170,134.71 1 Airbus M&R, Virus, Patch, and DR (5 Yr)42% Common, Local (PA)$80,196.28 1 HP Extended Warranties (5 Yr)42% Common, Local (PA)$6,523.60 1 Airbus VESTA Training $23,888.90 42%$10,033.34 1 Carousel Industries - Install & Project Management 111,262.00$ 42%$46,730.04 1 Carousel Security Appliances, Installed 26,428.12$ 42%$11,099.84 1 Carousel VRA Network Assement 2,657.00$ 42%$1,115.94 1 Carousel Essential 5 Year Support w/Telco & FWs 105,000.00$ 42%$44,100.00 1 DISCOUNT (147,088.97)$ 42%-$61,777.37 Total This Site:$332,305.22 Summary - Los Altos Qty Product Description Ext. Price 1 VESTA System, Common Equipment 21% of Total $12,074.42 1 VESTA System, Local Equipment (LA)100%$91,148.61 1 Airbus M&R, Virus, Patch, and DR (5 Yr)21% Common, Local (LA)$44,595.39 1 HP Extended Warranties (5 Yr)21% Common, Local (LA)$3,575.69 1 Airbus VESTA Training $23,888.90 21%$5,016.67 1 Carousel Industries - Install & Project Management 111,262.00$ 21%$23,365.02 1 Carousel Security Appliances, Installed 26,428.12$ 21%$5,549.92 1 Carousel VRA Network Assement 2,657.00$ 21%$557.97 1 Carousel Essential 5 Year Support w/Telco & FWs 105,000.00$ 21%$22,050.00 1 DISCOUNT (147,088.97)$ 21%-$30,888.68 Total This Site:$177,045.01 Summary - Mtn View Qty Product Description Ext. Price 1 VESTA System, Common Equipment 37% of Total $21,273.96 1 VESTA System, Local Equipment (MV)100%$144,723.61 1 Airbus M&R, Virus, Patch, and DR (5 Yr)37% Common, Local (MV)$65,368.09 1 HP Extended Warranties (5 Yr)37% Common, Local (MV)$5,642.37 1 Airbus VESTA Training $23,888.90 37%$8,838.89 1 Carousel Industries - Install & Project Management 111,262.00$ 37%$41,166.94 1 Carousel Security Appliances, Installed 26,428.12$ 37%$9,778.36 1 Carousel VRA Network Assessment 2,657.00$ 37%$983.09 1 Carousel Essential 5 Year Support w/Telco & FWs 105,000.00$ 37%$38,850.00 1 DISCOUNT (147,088.97)$ 37%-$54,422.92 Total This Site:$282,202.39 TOTAL PA, LA, MV $791,552.62 PA LA MV WAN Quote 06 08 16 Palo Alto, Los Altos, & Mtn View, CA 3 year 20MB ASE $1,395.00 $0.00 Los Altos to Mountain View 20MB ASE $1,395.00 $0.00 Mountain View to Palo Alto 20MB ASE $1,395.00 $0.00 Totals $4,185.00 $0.00 *Quotes Valid for 30 Days* Palo Alto to Los Altos Pending Site Survey's to verify Fiber availability 36 Month Term. Location Term Proposed ACC Monthly Install Confidential 6/8/2016 Page 1 ITEM COST FUNDING SOURCE State Allotment $ 424,000.00 Shared CPE Equipment Maintenance etc $ 180,622.23 CA SETNA Fund Local CPE Equipment $ 142,952.67 CA SETNA Fund Maintenance included CA SETNA Fund Network Setup $ 8,703.32 CA SETNA Fund Annual Network $ 16,740.00 Police Budget Furniture $ 91,721.78 CA SETNA Furniture $ 20,000.00 Police Budget* TOTAL STATE Funded CPE and Network Cost $ 332,278.22 Residual State Funding $ 91,721.78 TOTAL Police Funded $ 36,740.00 *Approximate City of Palo Alto (ID # 7048) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/20/2016 City of Palo Alto Page 1 Summary Title: Request for Waiver from Retail Preservation Ordinance Title: Denial of a Request for Waiver of the City's Moratorium on Conversion of Ground Floor Retail for the Property at 100 Addison Avenue From: City Manager Lead Department: Planning and Community Environment Recommendation Staff recommends that the City Council deny the request for waiver from the City’s moratorium on conversion of ground floor retail uses as it applies to the property at 100 Addison Avenue based on a finding that the requestor has not demonstrated that the City’s moratorium would effectuate an unconstitutional taking of property. Background On May 11, 2015, the City Council adopted an urgency ordinance establishing a moratorium on the conversion of ground floor retail and “retail like” uses to other uses (Attachment A). The urgency ordinance was extended on June 15, 2015 (Attachment B), and will remain in effect until replaced or until it expires on April 30, 2017. The ordinance contains provisions regarding “waivers and adjustments” (18.85.104) that allow an applicant to request a waiver based on economic hardship by “showing that applying requirements [of the ordinance] would effectuate an unconstitutional taking of property or otherwise have an unconstitutional application to the property.” The ordinance also states that “the applicant shall bear the burden of presenting substantial evidence to support a waiver or modification request… and shall set forth in detail the factual and legal basis for the claim, including all supporting technical documentation.” Requests must be submitted to the Director of Planning and Community Environment “together with an economic analysis or other supporting documentation” and must be acted upon by the City Council. On May 11, 2016, Ms. Kristina Lawson, representing the owners of 100 Addison Avenue, the True Morris Family, LLC, submitted a request for waiver (Attachment C). This request followed several earlier inquiries and requests that had been rejected as incomplete by the Director of City of Palo Alto Page 2 Planning. As explained in Ms. Lawson’s request, the building at 100 Addison Avenue was occupied by Addison Antiques, a retail use, until June 30, 2015. Since that date, the owners have been unsuccessfully seeking to lease the building to a new retail or “retail-like” tenant(s). Discussion The attached request for waiver from the City’s moratorium on conversion of ground floor retail uses argues that the City’s ordinance “goes ‘too far’ in imposing upon the owner an unreasonable economic loss and interfering with the owner’s distinct investment-backed expectations, thereby amounting to a de facto taking of the Property for public purposes.” As explained in the request, the property owner was on the verge of leasing the 4,000 square foot building and parking lot at 100 Addison Avenue to an office use at a rent of $5.20 per square foot in June 2015, when they became aware of the City’s moratorium. Thus, the requestor believes the owner has “lost” a significant sum of money. (See the request, p. 5.) Since then, the property owner has sought to lease the building to a retail or “retail-like” use, but without success, and the requestor believes that “in the unlikely event” that a retail tenant can be found, the base rent would be for approximately $1.50 per square foot. (See the request, p. 6.) The requestor identifies the owner’s annual carrying costs as $273,622, but this includes “lost opportunity costs of $194,880” based on the inability to lease for office use and management costs of $65,142. Without these line items, the owner’s annual carrying costs (taxes, utilities, and insurance) would be $13,600. (See the request, p. 7.) The requestor also agrees with staff’s position that “the City has no obligation to maximize the owners return on investment and that all zoning regulations have some impact on revenue potential.” (See the request, p. 8.) City staff does not believe the requestor has demonstrated that an unconstitutional taking of property has occurred. While the location is not central to downtown, and will never be able to command rents as high as those in other locations, the Department of Planning and Community Environment has received inquiries from potential retail tenants, and believes that the subject property is leasable for a retail or retail-like use at a rent that would enable the property owner to at least recover their costs. It is notable that the requestor offers expert opinions stating that “if a retail tenant were actually secured, the base rent for such tenant would be substantially lower than what we have received” implying that the rent would be lower than desired, not lower than the owner’s expenses. In addition, staff notes that the applicant’s only evidence of inability to find a retail tenant is an August 2015 from the applicant’s realtor stating he was unable to secure a retail tenant. Based on the letter (not signed under penalty of perjury), it appears the property was marketed as a retail property for approximately 6 weeks in 2015. There is no evidence of more recent marketing and no evidence of marketing to “retail City of Palo Alto Page 3 like” uses permitted under the ordinance. Further, there is no discussion of whether modifying the proposed lease term or rent or the offering of a tenant improvement allowance or other incentives would have yielded a viable retail or retail like tenant. Finally the restriction is only for a two year period. State law recognizes that comprehensive land use planning may require temporary moratoria and expressly allows for such moratoria for periods up to two years. The City’s retail preservation ordinance was enacted under the State moratoria law. Placing a time out on the conversion of retail use to office use while the City evaluates the long term feasibility of ground floor retail outside the core downtown is precisely the aim of the moratorium. The permanent ordinance developed for consideration before the expiration of the current interim ordinance in April 2017 can re-evaluate the appropriateness of ground floor retail at this location. City staff has encouraged the property owners and their representative to participate in the public process associated with the permanent ordinance when it occurs. Environmental Review The requested action would require the subject parcel to be reused for the same use that was in place in June 2015, and would not constitute a “project” requireing review under the California Environmental Quality Act (CEQA). Attachments: Attachment A: Retail Preservation Ordinance No. 5325 Adopted May 11, 2015 (PDF) Attachment B: Retail Preservation Ordinance No. 5330 Adopted June 15, 2015 (PDF) Attachment C: May 11, 2016 Request for Waiver - 100 Addison (PDF) ATTACHMENT A ATTACHMENT B ATTACHMENT C CITY OF PALO ALTO OFFICE OF THE CITY CLERK June 20, 2016 The Honorable City Council Palo Alto, California Adoption of a Resolution Calling a General Municipal Election for Tuesday, November 8, 2016 RECOMMENDED MOTION: Adopt the attached Resolution calling for a General Municipal Election for four Council seats for November 8, 2016. Move that the Clerk use the random name order set by the Secretary of State to determine the order of candidates’ names on the ballot. BACKGROUND: Attached is a Resolution calling a General Municipal Election for four Council Member seats on November 8, 2016, requesting the services of the Santa Clara County Registrar of Voters (Registrar), and requesting consolidation of the General Municipal Election with any other election called for this jurisdiction for this date. The Charter requires that the order of candidates’ names on the ballot be determined by lot (Charter Art. VII, Sec. 3). The City Clerk recommends that Council direct that that requirement be implemented by using the random name order set by the Secretary of State. Council Member seats subject to election on November 8, 2016 are those currently held by Council Members Berman, Burt, Kniss and Schmid. The Registrar estimates that this election will cost approximately $150,000. There are additional costs of approximately $7,500 that the City Clerk will incur for public notice. These costs can be absorbed within the Clerk’s FY 2017 budget. The attached Resolution and proposed motion are not projects subject to review under the California Environmental Quality Act (CEQA). ATTACHMENTS: Attachment A: Resolution 2016 GME final (DOC) Department Head: Beth Minor, City Clerk Page 2 1 Resolution No. Resolution of the Council of the City Of Palo Alto Calling a General Municipal Election of Four Council Member Seats, Requesting the Services of the Registrar of Voters, and Ordering the Consolidation of the Election R E C I T A L S A. Article III, Section 3, of the Palo Alto City Charter requires that a general municipal election for election of council members be held on the first Tuesday after the first Monday in November of each even-numbered year, that is, November 8, 2016; and B. A statewide election is scheduled to be held on November 8, 2016; elections in certain school districts and special districts in Santa Clara County are also scheduled to be held on that date; and C. Under Part 3 of Division 10 of the Elections Code, beginning at Section 10400, and Education Code Section 5342, elections called by various governing bodies may be partially or completely consolidated; NOW, THEREFORE, the Council of the City of Palo Alto RESOLVES as follows: SECTION 1. Call of Election. A general municipal election is called for the City of Palo Alto to be held on Tuesday, November 8, 2016, for the purpose of electing four (4) council members for full terms (four years). SECTION 2. Request to Consolidate. The Council of the City of Palo Alto requests the governing body of the state and any other political subdivision, or any officers otherwise authorized by law, to partially or completely consolidate such elections and the City Council consents to such consolidation. The Council acknowledges that the election will be held and conducted according to procedures in the Elections Code, including Section 10418. SECTION 3. Request for County Services. Under Section 10002 of the California Elections Code, the Council of the City of Palo Alto requests the Board of Supervisors of Santa Clara County to permit the Registrar of Voters to render services to the City of Palo Alto relating to the conduct of Palo Alto’s General Municipal and Special Elections which are called to be held on Tuesday, November 8, 2016. The services shall be of the type normally performed by the Registrar of Voters in assisting the clerks of municipalities in the conduct of elections, including but not limited to checking registrations, mailing ballots, hiring election officers and arranging for polling places, receiving absentee voter ballot applications, mailing and receiving absent voter ballots and opening and counting same, providing and distributing election supplies, and furnishing voting machines. SECTION 4. Consolidation of Measures. The Council of the City of Palo Alto 2 requests the Board of Supervisors of Santa Clara County to include on the ballots and sample ballots, all qualified measures submitted by the City Council to be ratified by the qualified electors of the City of Palo Alto. SECTION 5. Duties of City Clerk. The Palo Alto City Clerk shall do all things required by law to effectuate the November 8, 2016, general municipal election, including but not limited to causing the posting, publication and printing of all notices or other election materials under the requirements of the Charter of the City of Palo Alto and the California Elections and Government Codes. SECTION 6. Contract Authority. Subject to approval of the Board of Supervisors of Santa Clara County, the City Clerk may engage the services of the Registrar of Voters of the County of Santa Clara to aid in the conduct of the November 8, 2016, election including canvassing the returns of that election. The Palo Alto Director of Administrative Services shall pay the cost of contracted services provided that no payment shall be made for services which the Registrar of Voters is otherwise required by law to perform. SECTION 7. Transmittal of Resolution. The City Clerk shall submit a certified copy of this resolution to the Board of Supervisors of the County of Santa Clara. SECTION 8. CEQA. The Council finds that this resolution does not constitute a project subject to the California Environmental Quality Act under Public Resources Code section 21065 or CEQA Guidelines section 15378. INTRODUCED AND PASSED: AYES: NOES: ABSTENTIONS: ABSENT: ATTEST: APPROVED: _____________________________ ____________________________ City Clerk Mayor APPROVED AS TO FORM: _____________________________ ____________________________ City Attorney City Manager ____________________________ Director of Administrative Services City of Palo Alto (ID # 6457) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/20/2016 City of Palo Alto Page 1 Council Priority: Land Use and Transportation Planning Summary Title: Award of Contract for On-Call Traffic Signal Services Title: Approval of a Contract for On-Call Traffic Signal Equipment Installation Services for Three Years in the Amount of $375,000 for Bear Electric Solutions, Inc From: City Manager Lead Department: Planning and Community Environment Recommendation Staff recommends that Council approve and authorize the City Manager or his designee to execute contract C16162188 with Bear Electrical Solutions, Inc. (Attachment A) in the amount of $375,000 over three years for On-Call Traffic Signal and Device Services. Background The contract for the On-Call Traffic Signal and Device Services provides for minor traffic signal and electronic device installation, maintenance, and/or repair services. The need for contract services is due to increases in focused technical expertise and supplemental staffing for unique traffic-control-related devices that extend beyond the current expertise of City Staff. The City of Palo Alto’s emphasis on traffic safety improvements has resulted in increased request for electronic traffic control devices such as flashing pedestrian warning devices at crosswalks, electronic speed feedback signs, audible pedestrian signals/push buttons, or new technological devices for detection of vehicles, bicycles, or pedestrians. Historically, such electronic control devices have been maintained by the City’s Utilities Department. However, maintenance of these newer devices and equipment requires specialized technical and electrical expertise and exceeds the current staff capacity. This on-call contract includes construction, maintenance, and repair of electronic traffic control devices including equipment, foundations, and electrical communications wiring. Discussion The City received one proposal in response to the Invitation For Bid (IFB) solicitation for the On-Call Traffic Signal Device Services. City staff has historically been augmented by City of Palo Alto Page 2 an on-call contractor that specializes in traffic control devices. This IFB was conducted with the intent to select the on-call contractor for the next three years. The City is not currently under contract with an on-call traffic signal device contractor, however, a previous contract with Cal-West Signal and Lighting was in place from 2013 to 2015. The solicitation and selection process is outlined below. Proposal Description/Number On-Call Traffic Management Services Proposed Length of Contract: Three years Total Days to Respond to IFB: 21 days Number of Proposals Received: One Proposals Received from: Location (City, State) Selected for oral interview? Bear Electrical Solutions, Inc. Alviso, CA No The proposals were judged by the following criteria: Qualifications and experience of the staff, Proposal quality and completeness, Response time and ability to perform the work, Fee to perform ten (10) sample tasks that are consistent with the anticipated work required of this on-call services contract The City released an IFB for the On-call Traffic Signal Device Services on April 15, 2016. As noted above, one proposal was received in response to the IFB. An evaluation committee consisting of Utilities, Public Works, and Planning and Community Environment staff reviewed the proposal and recommended moving ahead with the selection of Bear Electrical Solutions, Inc., based on proposal content, work experience, estimated fees, references, and criteria identified in the IFB. City staff has experience working with the personnel from Bear Electrical Solutions, Inc., and concluded that they have sufficient background and expertise for the type of work outlined in the IFB. They have prior work experience within the City of Palo Alto and the San Francisco Bay Area, and have demonstrated the ability to complete projects in a timely fashion. Timeline Immediately upon execution of a contract, staff will meet with Bear Electrical Solutions, Inc. to begin work on the On-Call Traffic Signal and Device Services work orders. City staff will provide Bear Electrical Solutions, Inc. with a list of work orders on an on-going basis. The contractor will provide a fee quotation and estimated schedule for each work City of Palo Alto Page 3 order to the Chief Transportation Official or his designee for review and written notice to proceed. The initial award of contract will extend for up to three years from date of execution, or until the maximum contract amount of $375,000 (approximately $125,000 per year) is reached. Resource Impact Funding in the amount of $375,000 over the next three years for the On-Call Traffic Signal and Device Services is included in the Capital Improvement Program Project PL- 05030 Traffic Signal and Intelligent Transportation Systems. Policy Implications The City’s Comprehensive Plan recommends that Traffic Safety be among the City’s top priorities. This contract is consistent with Comprehensive Plan “Goal T-3: Facilities, Services and Programs that Encourage and Promote Walking and Bicycling”, and “Goal T-6: A High Level of Safety for Motorists, Pedestrians, and Bicyclists on Palo Alto Streets”. Although, not directly stated, this on-call service may also be used toward the operations and maintenance of traffic devices and related infrastructure that is consistent with other goals, policies, and programs identified in the Palo Alto Comprehensive Plan. Environmental Review Approval of this contract will result in the modification and installation of traffic signal equipment, small devices and associated controllers within existing public rights-of-way in Palo Alto. The scale of the installations is such that the project is categorically exempt from review under the California Environmental Quality Act (CEQA) pursuant to State CEQA Guidelines Section 15301 (Class One, Existing Facilities). For large work orders that include impacts to traffic operations or land outside of the public rights-of- way, a separate environmental analysis will be conducted pursuant to State CEQA Guidelines. Attachments: Attachment A: Bear Electric Contract #C16162188 On Call Traffic Signal Support (PDF) Invitation for Bid (IFB) Package 1 Rev. April 27, 2016 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT Contract No. C16162188 City of Palo Alto On-Call Traffic Signal Support Project ATTACHMENT A Invitation for Bid (IFB) Package 2 Rev. April 27, 2016 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT TABLE OF CONTENTS SECTION 1 INCORPORATION OF RECITALS AND DEFINITIONS…………………………………….…………..6 1.1 Recitals…………………………………………………………………………………………………………………….6 1.2 Definitions……………………………………………………………………………………………………………….6 SECTION 2 THE PROJECT………………………………………………………………………………………………………...6 SECTION 3 THE CONTRACT DOCUMENTS………………………………………………………………………………..7 3.1 List of Documents…………………………………………………………………………………………….........7 3.2 Order of Precedence……………………………………………………………………………………………......7 SECTION 4 CONTRACTOR’S DUTY…………………………………………………………………………………………..8 4.1 Contractor's Duties…………………………………………………………………………………………………..8 SECTION 5 PROJECT TEAM……………………………………………………………………………………………………..8 5.1 Contractor's Co-operation………………………………………………………………………………………..8 SECTION 6 TIME OF COMPLETION…………………………………………………………………………………….......8 6.1 Time Is of Essence…………………………………………………………………………………………………….8 6.2 Commencement of Work…………………………………………………………………………………………8 6.3 Contract Time…………………………………………………………………………………………………………..8 6.4 Liquidated Damages…………………………………………………………………………………………………8 6.4.1 Other Remedies……………………………………………………………………………………………………..9 6.5 Adjustments to Contract Time………………………………………………………………………………….9 SECTION 7 COMPENSATION TO CONTRACTOR……………………………………………………………………….9 7.1 Contract Sum……………………………………………………………………………………………………………9 7.2 Full Compensation……………………………………………………………………………………………………9 SECTION 8 STANDARD OF CARE……………………………………………………………………………………………..9 8.1 Standard of Care…………………………………………………………………………………..…………………9 SECTION 9 INDEMNIFICATION…………………………………………………………………………………………..…10 9.1 Hold Harmless……………………………………………………………………………………………………….10 9.2 Survival…………………………………………………………………………………………………………………10 SECTION 10 NON-DISCRIMINATION……..………………………………………………………………………………10 10.1 Municipal Code Requirement…………….………………………………..……………………………….10 SECTION 11 INSURANCE AND BONDS.…………………………………………………………………………………10 Invitation for Bid (IFB) Package 3 Rev. April 27, 2016 CONSTRUCTION CONTRACT 11.1 Evidence of Coverage…………………………………………………………………………………………..10 SECTION 12 PROHIBITION AGAINST TRANSFERS…………………………………………………………….…11 12.1 Assignment………………………………………………………………………………………………………….11 12.2 Assignment by Law.………………………………………………………………………………………………11 SECTION 13 NOTICES …………………………………………………………………………………………………………….11 13.1 Method of Notice …………………………………………………………………………………………………11 13.2 Notice Recipents ………………………………………………………………………………………………….11 13.3 Change of Address……………………………………………………………………………………………….12 SECTION 14 DEFAULT…………………………………………………………………………………………………………...12 14.1 Notice of Default………………………………………………………………………………………………….12 14.2 Opportunity to Cure Default…………………………………………………………………………………12 SECTION 15 CITY'S RIGHTS AND REMEDIES…………………………………………………………………………..12 15.1 Remedies Upon Default……………………………………………………………………………………….12 15.1.1 Delete Certain Services…………………………………………………………………………………….13 15.1.2 Perform and Withhold……………………………………………………………………………………..13 15.1.3 Suspend The Construction Contract…………………………………………………………………13 15.1.4 Terminate the Construction Contract for Default………………………………………………13 15.1.5 Invoke the Performance Bond………………………………………………………………………….13 15.1.6 Additional Provisions……………………………………………………………………………………….13 15.2 Delays by Sureties……………………………………………………………………………………………….13 15.3 Damages to City…………………………………………………………………………………………………..14 15.3.1 For Contractor's Default…………………………………………………………………………………..14 15.3.2 Compensation for Losses…………………………………………………………………………………14 15.4 Suspension by City……………………………………………………………………………………………….14 15.4.1 Suspension for Convenience……………………………………………………………………………..14 15.4.2 Suspension for Cause………………………………………………………………………………………..14 15.5 Termination Without Cause…………………………………………………………………………………14 15.5.1 Compensation………………………………………………………………………………………………….14 15.5.2 Subcontractors………………………………………………………………………………………………..15 15.6 Contractor’s Duties Upon Termination………………………………………………………………...15 SECTION 16 CONTRACTOR'S RIGHTS AND REMEDIES……………………………………………………………16 16.1 Contractor’s Remedies……………………………………..………………………………..………………….16 Invitation for Bid (IFB) Package 4 Rev. April 27, 2016 CONSTRUCTION CONTRACT 16.1.1 For Work Stoppage……………………………………………………………………………………………16 16.1.2 For City's Non-Payment…………………………………………………………………………………….16 16.2 Damages to Contractor………………………………………………………………………………………..16 SECTION 17 ACCOUNTING RECORDS………………………………………………………………………………….…16 17.1 Financial Management and City Access………………………………………………………………..16 17.2 Compliance with City Requests…………………………………………………………………………….17 SECTION 18 INDEPENDENT PARTIES……………………………………………………………………………………..17 18.1 Status of Parties……………………………………………………………………………………………………17 SECTION 19 NUISANCE……………………………………………………………………………………………………….…17 19.1 Nuisance Prohibited……………………………………………………………………………………………..17 SECTION 20 PERMITS AND LICENSES…………………………………………………………………………………….17 20.1 Payment of Fees…………………………………………………………………………………………………..17 SECTION 21 WAIVER…………………………………………………………………………………………………………….17 21.1 Waiver………………………………………………………………………………………………………………….17 SECTION 22 GOVERNING LAW AND VENUE; COMPLIANCE WITH LAWS……………………………….18 22.1 Governing Law…………………………………………………………………………………………………….18 22.2 Compliance with Laws…………………………………………………………………………………………18 22.2.1 Palo Alto Minimum Wage Ordinance…………….………………………………………………….18 SECTION 23 COMPLETE AGREEMENT……………………………………………………………………………………18 23.1 Integration………………………………………………………………………………………………………….18 SECTION 24 SURVIVAL OF CONTRACT…………………………………………………………………………………..18 24.1 Survival of Provisions……………………………………………………………………………………………18 SECTION 25 PREVAILING WAGES………………………………………………………………………………………….18 SECTION 26 NON-APPROPRIATION……………………………………………………………………………………….19 26.1 Appropriation………………………………………………………………………………………………………19 SECTION 27 AUTHORITY……………………………………………………………………………………………………….19 27.1 Representation of Parties…………………………………………………………………………………….19 SECTION 28 COUNTERPARTS………………………………………………………………………………………………..19 28.1 Multiple Counterparts………………………………………………………………………………………….19 SECTION 29 SEVERABILITY……………………………………………………………………………………………………19 29.1 Severability………………………………………………………………………………………………………….19 SECTION 30 STATUTORY AND REGULATORY REFERENCES …………………………………………………..19 Invitation for Bid (IFB) Package 5 Rev. April 27, 2016 CONSTRUCTION CONTRACT 30.1 Amendments of Laws…………………………………………………………………………………………..19 SECTION 31 WORKERS’ COMPENSATION CERTIFICATION………………………………………………….….19 31.1 Workers Compensation…………………………………………………………………………………….19 SECTION 32 DIR REGISTRATION AND OTHER SB 854 REQUIREMENTS………………………………..…20 32.1 General Notice to Contractor…………………………………………………………………………….20 32.2 Labor Code section 1771.1(a)…………………………………………………………………………….20 32.3 DIR Registration Required…………………………………………………………………………………20 32.4 Posting of Job Site Notices…………………………………………………………………………………20 32.5 Payroll Records…………………………………………………………………………………………………20 Invitation for Bid (IFB) Package 6 Rev. April 27, 2016 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT THIS CONSTRUCTION CONTRACT entered into on June 13, 2016 (“Execution Date”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("City"), and BEAR ELECTRICAL SOLUTIONS, INC. a California corporation ("Contractor"), is made with reference to the following: R E C I T A L S: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. Contractor is a corporation duly organized and in good standing in the State of California, Contractor’s License Number 982079 and Department of Industrial Relations Registration Number 1000002158. Contractor represents that it is duly licensed by the State of California and has the background, knowledge, experience and expertise to perform the obligations set forth in this Construction Contract. C. On April 15, 2016, City issued an Invitation for Bids (IFB) to contractors for On-Call Traffic Signal Support (“Project”). In response to the IFB, Contractor submitted a Bid. D. City and Contractor desire to enter into this Construction Contract for the Project, and other services as identified in the Contract Documents for the Project upon the following terms and conditions. NOW THEREFORE, in consideration of the mutual promises and undertakings hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed by and between the undersigned parties as follows: SECTION 1 INCORPORATION OF RECITALS AND DEFINITIONS. 1.1 Recitals. All of the recitals are incorporated herein by reference. 1.2 Definitions. Capitalized terms shall have the meanings set forth in this Construction Contract and/or in the General Conditions. If there is a conflict between the definitions in this Construction Contract and in the General Conditions, the definitions in this Construction Contract shall prevail. SECTION 2 THE PROJECT. The Project is the On-Call Traffic Signal Support Project, located at various locations to be determined in Palo Alto, CA. ("Project"). Invitation for Bid (IFB) Package 7 Rev. April 27, 2016 CONSTRUCTION CONTRACT SECTION 3 THE CONTRACT DOCUMENTS. 3.1 List of Documents. The Contract Documents (sometimes collectively referred to as “Agreement” or “Bid Documents”) consist of the following documents which are on file with the Purchasing Division and are hereby incorporated by reference. 1) Change Orders 2) Field Orders 3) Contract 4) Bidding Addenda 5) Special Provisions 6) General Conditions 7) Project Plans and Drawings 8) Technical Specifications 9) Instructions to Bidders 10) Invitation for Bids 11) Contractor's Bid/Non-Collusion Declaration 12) Reports listed in the Contract Documents 13) Public Works Department’s Standard Drawings and Specifications (most current version at time of Bid) 14) Utilities Department’s Water, Gas, Wastewater, Electric Utilities Standards (most current version at time of Bid) 15) City of Palo Alto Traffic Control Requirements 16) City of Palo Alto Truck Route Map and Regulations 17) Notice Inviting Pre-Qualification Statements, Pre-Qualification Statement, and Pre- Qualification Checklist (if applicable) 18) Performance and Payment Bonds 3.2 Order of Precedence. For the purposes of construing, interpreting and resolving inconsistencies between and among the provisions of this Contract, the Contract Documents shall have the order of precedence as set forth in the preceding section. If a claimed inconsistency cannot be resolved through the order of precedence, the City shall have the sole power to decide which document or provision shall govern as may be in the best interests of the City. Invitation for Bid (IFB) Package 8 Rev. April 27, 2016 CONSTRUCTION CONTRACT SECTION 4 CONTRACTOR’S DUTY. 4.1 Contractor’s Duties Contractor agrees to perform all of the Work required for the Project, as specified in the Contract Documents, all of which are fully incorporated herein. Contractor shall provide, furnish, and supply all things necessary and incidental for the timely performance and completion of the Work, including, but not limited to, provision of all necessary labor, materials, equipment, transportation, and utilities, unless otherwise specified in the Contract Documents. Contractor also agrees to use its best efforts to complete the Work in a professional and expeditious manner and to meet or exceed the performance standards required by the Contract Documents. SECTION 5 PROJECT TEAM. 5.1 Contractor’s Co-operation. In addition to Contractor, City has retained, or may retain, consultants and contractors to provide professional and technical consultation for the design and construction of the Project. The Contract requires that Contractor operate efficiently, effectively and cooperatively with City as well as all other members of the Project Team and other contractors retained by City to construct other portions of the Project. SECTION TIME OF COMPLETION. 6.1 Time Is of Essence. Time is of the essence with respect to all time limits set forth in the Contract Documents. 6.2 Commencement of Work. Contractor shall commence the Work on the date specified in City’s Notice to Proceed. 6.3 Contract Time. Work hereunder shall begin on the date specified on the City’s Notice to Proceed and shall be completed within 36 months after the commencement date specified in City’s Notice to Proceed. By executing this Construction Contract, Contractor expressly waives any claim for delayed early completion. 6.4 Liquidated Damages. Pursuant to Government Code Section 53069.85, if Contractor fails to achieve Substantial Completion of the entire Work within the Contract Time, including any approved extensions thereto, City may assess liquidated damages on a daily basis for each day of Unexcused Delay in achieving Substantial Completion, based on the amount of Five Hundred dollars ($500.00) per day, or as otherwise specified in the Special Provisions. Liquidated damages may also be separately assessed for failure to meet milestones specified elsewhere in the Contract Documents, regardless of impact on the time for achieving Substantial Completion. The assessment of liquidated damages is not a penalty but considered to be a reasonable estimate of the amount of damages City will suffer by delay in completion of the Work. The City is entitled to setoff the amount of liquidated damages assessed against any payments otherwise due to Contractor, Invitation for Bid (IFB) Package 9 Rev. April 27, 2016 CONSTRUCTION CONTRACT including, but not limited to, setoff against release of retention. If the total amount of liquidated damages assessed exceeds the amount of unreleased retention, City is entitled to recover the balance from Contractor or its sureties. Occupancy or use of the Project in whole or in part prior to Substantial Completion, shall not operate as a waiver of City’s right to assess liquidated damages. 6.4.1 Other Remedies. City is entitled to any and all available legal and equitable remedies City may have where City’s Losses are caused by any reason other than Contractor’s failure to achieve Substantial Completion of the entire Work within the Contract Time. 6.5 Adjustments to Contract Time. The Contract Time may only be adjusted for time extensions approved by City and memorialized in a Change Order approved in accordance with the requirements of the Contract Documents. SECTION 7 COMPENSATION TO CONTRACTOR. 7.1 Contract Sum. Contractor shall be compensated for satisfactory completion of the Work in compliance with the Contract Documents the Contract Sum of Three Hundred Seventy Five Thousand Dollars ($375,000.00). Annual Bonds are required in the amount of $125,000.00 per year. 7.2 Full Compensation. The Contract Sum shall be full compensation to Contractor for all Work provided by Contractor and, except as otherwise expressly permitted by the terms of the Contract Documents, shall cover all Losses arising out of the nature of the Work or from the acts of the elements or any unforeseen difficulties or obstructions which may arise or be encountered in performance of the Work until its Acceptance by City, all risks connected with the Work, and any and all expenses incurred due to suspension or discontinuance of the Work, except as expressly provided herein. The Contract Sum may only be adjusted for Change Orders approved in accordance with the requirements of the Contract Documents. SECTION 8 STANDARD OF CARE. 8.1 Standard of Care. Contractor agrees that the Work shall be performed by qualified, experienced and well-supervised personnel. All services performed in connection with this Construction Contract shall be performed in a manner consistent with the standard of care under California law applicable to those who specialize in providing such services for projects of the type, scope and complexity of the Project. Invitation for Bid (IFB) Package 10 Rev. April 27, 2016 CONSTRUCTION CONTRACT SECTION 9 INDEMNIFICATION. 9.1 Hold Harmless. To the fullest extent allowed by law, Contractor will defend, indemnify, and hold harmless City, its City Council, boards and commissions, officers, agents, employees, representatives and volunteers (hereinafter individually referred to as an “Indemnitee” and collectively referred to as "Indemnitees"), through legal counsel acceptable to City, from and against any and liability, loss, damage, claims, expenses (including, without limitation, attorney fees, expert witness fees, paralegal fees, and fees and costs of litigation or arbitration) (collectively, “Liability”) of every nature arising out of or in connection with the acts or omissions of Contractor, its employees, Subcontractors, representatives, or agents, in performing the Work or its failure to comply with any of its obligations under the Contract, except such Liability caused by the active negligence, sole negligence, or willful misconduct of an Indemnitee. Contractor shall pay City for any costs City incurs to enforce this provision. Except as provided in Section 9.2 below, nothing in the Contract Documents shall be construed to give rise to any implied right of indemnity in favor of Contractor against City or any other Indemnitee. Pursuant to Public Contract Code Section 9201, City shall timely notify Contractor upon receipt of any third-party claim relating to the Contract. 9.2 Survival. The provisions of Section 9 shall survive the termination of this Construction Contract. SECTION 10 NON-DISCRIMINATION. 10.1 Municipal Code Requirement. As set forth in Palo Alto Municipal Code section 2.30.510, Contractor certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. Contractor 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 will comply with all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 11 INSURANCE AND BONDS. 11.1 Evidence of coverage. Within ten (10) business days following issuance of the Notice of Award, Contractor shall provide City with evidence that it has obtained insurance and shall submit Performance and Payment Bonds satisfying all requirements in Article 11 of the General Conditions. Invitation for Bid (IFB) Package 11 Rev. April 27, 2016 CONSTRUCTION CONTRACT SECTION 12 PROHIBITION AGAINST TRANSFERS. 12.1 Assignment. City is entering into this Construction Contract in reliance upon the stated experience and qualifications of the Contractor and its Subcontractors set forth in Contractor’s Bid. Accordingly, Contractor shall not assign, hypothecate or transfer this Construction Contract or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any assignment, hypothecation or transfer without said consent shall be null and void, and shall be deemed a substantial breach of contract and grounds for default in addition to any other legal or equitable remedy available to the City. 12.2 Assignment by Law. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor or of any general partner or joint venturer or syndicate member of Contractor, if the Contractor is a partnership or joint venture or syndicate or co-tenancy shall result in changing the control of Contractor, shall be construed as an assignment of this Construction Contract. Control means more than fifty percent (50%) of the voting power of the corporation or other entity. SECTION 13 NOTICES. 13.1 Method of Notice. All notices, demands, requests or approvals to be given under this Construction Contract shall be given in writing and shall be deemed served on the earlier of the following: (i) On the date delivered if delivered personally; (ii) On the third business day after the deposit thereof in the United States mail, postage prepaid, and addressed as hereinafter provided; (iii) On the date sent if sent by facsimile transmission; (iv) On the date sent if delivered by electronic mail; or (v) On the date it is accepted or rejected if sent by certified mail. 13.2 Notice to Recipients. All notices, demands or requests (including, without limitation, Change Order Requests and Claims) from Contractor to City shall include the Project name and the number of this Construction Contract and shall be addressed to City at: To City: City of Palo Alto City Clerk 250 Hamilton Avenue P.O. Box 10250 Palo Alto, CA 94303 Copy to: City of Palo Alto Planning & Transportation Department Transportation Division 250 Hamilton Avenue Palo Alto, CA 94301 Attn: Rafael Rius Invitation for Bid (IFB) Package 12 Rev. April 27, 2016 CONSTRUCTION CONTRACT In addition, copies of all Claims by Contractor under this Construction Contract shall be provided to the following: Palo Alto City Attorney’s Office 250 Hamilton Avenue P.O. Box 10250 Palo Alto, California 94303 All Claims shall be delivered personally or sent by certified mail. All notices, demands, requests or approvals from City to Contractor shall be addressed to: Bear Electrical Solutions, Inc. 1341 Archer Street Alviso, California 95002 Attn: Robert Asuncion 13.3 Change of Address. In advance of any change of address, Contractor shall notify City of the change of address in writing. Each party may, by written notice only, add, delete or replace any individuals to whom and addresses to which notice shall be provided. SECTION 14 DEFAULT. 14.1 Notice of Default. In the event that City determines, in its sole discretion, that Contractor has failed or refused to perform any of the obligations set forth in the Contract Documents, or is in breach of any provision of the Contract Documents, City may give written notice of default to Contractor in the manner specified for the giving of notices in the Construction Contract, with a copy to Contractor’s performance bond surety. 14.2 Opportunity to Cure Default. Except for emergencies, Contractor shall cure any default in performance of its obligations under the Contract Documents within two (2) Days (or such shorter time as City may reasonably require) after receipt of written notice. However, if the breach cannot be reasonably cured within such time, Contractor will commence to cure the breach within two (2) Days (or such shorter time as City may reasonably require) and will diligently and continuously prosecute such cure to completion within a reasonable time, which shall in no event be later than ten (10) Days after receipt of such written notice. SECTION 15 CITY'S RIGHTS AND REMEDIES. 15.1 Remedies Upon Default. If Contractor fails to cure any default of this Construction Contract within the time period set forth above in Section 14, then City may pursue any remedies available under law or equity, including, without limitation, the following: Invitation for Bid (IFB) Package 13 Rev. April 27, 2016 CONSTRUCTION CONTRACT 15.1.1 Delete Certain Services. City may, without terminating the Construction Contract, delete certain portions of the Work, reserving to itself all rights to Losses related thereto. 15.1.2 Perform and Withhold. City may, without terminating the Construction Contract, engage others to perform the Work or portion of the Work that has not been adequately performed by Contractor and withhold the cost thereof to City from future payments to Contractor, reserving to itself all rights to Losses related thereto. 15.1.3 Suspend The Construction Contract. City may, without terminating the Construction Contract and reserving to itself all rights to Losses related thereto, suspend all or any portion of this Construction Contract for as long a period of time as City determines, in its sole discretion, appropriate, in which event City shall have no obligation to adjust the Contract Sum or Contract Time, and shall have no liability to Contractor for damages if City directs Contractor to resume Work. 15.1.4 Terminate the Construction Contract for Default. City shall have the right to terminate this Construction Contract, in whole or in part, upon the failure of Contractor to promptly cure any default as required by Section 14. City’s election to terminate the Construction Contract for default shall be communicated by giving Contractor a written notice of termination in the manner specified for the giving of notices in the Construction Contract. Any notice of termination given to Contractor by City shall be effective immediately, unless otherwise provided therein. 15.1.5 Invoke the Performance Bond. City may, with or without terminating the Construction Contract and reserving to itself all rights to Losses related thereto, exercise its rights under the Performance Bond. 15.1.6 Additional Provisions. All of City’s rights and remedies under this Construction Contract are cumulative, and shall be in addition to those rights and remedies available in law or in equity. Designation in the Contract Documents of certain breaches as material shall not waive the City’s authority to designate other breaches as material nor limit City’s right to terminate the Construction Contract, or prevent the City from terminating the Agreement for breaches that are not material. City’s determination of whether there has been noncompliance with the Construction Contract so as to warrant exercise by City of its rights and remedies for default under the Construction Contract, shall be binding on all parties. No termination or action taken by City after such termination shall prejudice any other rights or remedies of City provided by law or equity or by the Contract Documents upon such termination; and City may proceed against Contractor to recover all liquidated damages and Losses suffered by City. 15.2 Delays by Sureties. Time being of the essence in the performance of the Work, if Contractor’s surety fails to arrange for completion of the Work in accordance with the Performance Bond, within seven (7) calendar days from the date of the notice of termination, Contractor’s surety shall be deemed to have waived its right to complete the Work under the Contract, and City may immediately make arrangements for the completion of the Work through use of its own forces, by hiring a replacement contractor, or by any other means that City determines advisable under the circumstances. Contractor and its surety shall be jointly and severally liable for any additional cost incurred by City to complete the Work following termination. In addition, City shall have the right to use any materials, supplies, and equipment belonging to Contractor and located at the Worksite for the purposes of completing the remaining Work. Invitation for Bid (IFB) Package 14 Rev. April 27, 2016 CONSTRUCTION CONTRACT 15.3 Damages to City. 15.3.1 For Contractor's Default. City will be entitled to recovery of all Losses under law or equity in the event of Contractor’s default under the Contract Documents. 15.3.2 Compensation for Losses. In the event that City's Losses arise from Contractor’s default under the Contract Documents, City shall be entitled to deduct the cost of such Losses from monies otherwise payable to Contractor. If the Losses incurred by City exceed the amount payable, Contractor shall be liable to City for the difference and shall promptly remit same to City. 15.4 Suspension by City 15.4.1 Suspension for Convenience. City may, at any time and from time to time, without cause, order Contractor, in writing, to suspend, delay, or interrupt the Work in whole or in part for such period of time, up to an aggregate of fifty percent (50%) of the Contract Time. The order shall be specifically identified as a Suspension Order by City. Upon receipt of a Suspension Order, Contractor shall, at City’s expense, comply with the order and take all reasonable steps to minimize costs allocable to the Work covered by the Suspension Order. During the Suspension or extension of the Suspension, if any, City shall either cancel the Suspension Order or, by Change Order, delete the Work covered by the Suspension Order. If a Suspension Order is canceled or expires, Contractor shall resume and continue with the Work. A Change Order will be issued to cover any adjustments of the Contract Sum or the Contract Time necessarily caused by such suspension. A Suspension Order shall not be the exclusive method for City to stop the Work. 15.4.2 Suspension for Cause. In addition to all other remedies available to City, if Contractor fails to perform or correct work in accordance with the Contract Documents, City may immediately order the Work, or any portion thereof, suspended until the cause for the suspension has been eliminated to City’s satisfaction. Contractor shall not be entitled to an increase in Contract Time or Contract Price for a suspension occasioned by Contractor’s failure to comply with the Contract Documents. City’s right to suspend the Work shall not give rise to a duty to suspend the Work, and City’s failure to suspend the Work shall not constitute a defense to Contractor’s failure to comply with the requirements of the Contract Documents. 15.5 Termination Without Cause. City may, at its sole discretion and without cause, terminate this Construction Contract in part or in whole upon written notice to Contractor. Upon receipt of such notice, Contractor shall, at City’s expense, comply with the notice and take all reasonable steps to minimize costs to close out and demobilize. The compensation allowed under this Paragraph 15.5 shall be the Contractor’s sole and exclusive compensation for such termination and Contractor waives any claim for other compensation or Losses, including, but not limited to, loss of anticipated profits, loss of revenue, lost opportunity, or other consequential, direct, indirect or incidental damages of any kind resulting from termination without cause. Termination pursuant to this provision does not relieve Contractor or its sureties from any of their obligations for Losses arising from or related to the Work performed by Contractor. 15.5.1 Compensation. Following such termination and within forty-five (45) Days after receipt of a billing from Contractor seeking payment of sums authorized by this Paragraph 15.5.1, City shall pay the following to Contractor as Contractor’s sole compensation for performance of the Work : .1 For Work Performed. The amount of the Contract Sum allocable to the portion of the Work properly performed by Contractor as of the date of termination, less sums previously paid to Contractor. Invitation for Bid (IFB) Package 15 Rev. April 27, 2016 CONSTRUCTION CONTRACT .2 For Close-out Costs. Reasonable costs of Contractor and its Subcontractors: (i) Demobilizing and (ii) Administering the close-out of its participation in the Project (including, without limitation, all billing and accounting functions, not including attorney or expert fees) for a period of no longer than thirty (30) Days after receipt of the notice of termination. .3 For Fabricated Items. Previously unpaid cost of any items delivered to the Project Site which were fabricated for subsequent incorporation in the Work. .4 Profit Allowance. An allowance for profit calculated as four percent (4%) of the sum of the above items, provided Contractor can prove a likelihood that it would have made a profit if the Construction Contract had not been terminated. 15.5.2 Subcontractors. Contractor shall include provisions in all of its subcontracts, purchase orders and other contracts permitting termination for convenience by Contractor on terms that are consistent with this Construction Contract and that afford no greater rights of recovery against Contractor than are afforded to Contractor against City under this Section. 15.6 Contractor’s Duties Upon Termination. Upon receipt of a notice of termination for default or for convenience, Contractor shall, unless the notice directs otherwise, do the following: (i) Immediately discontinue the Work to the extent specified in the notice; (ii) Place no further orders or subcontracts for materials, equipment, services or facilities, except as may be necessary for completion of such portion of the Work that is not discontinued; (iii) Provide to City a description in writing, no later than fifteen (15) days after receipt of the notice of termination, of all subcontracts, purchase orders and contracts that are outstanding, including, without limitation, the terms of the original price, any changes, payments, balance owing, the status of the portion of the Work covered and a copy of the subcontract, purchase order or contract and any written changes, amendments or modifications thereto, together with such other information as City may determine necessary in order to decide whether to accept assignment of or request Contractor to terminate the subcontract, purchase order or contract; (iv) Promptly assign to City those subcontracts, purchase orders or contracts, or portions thereof, that City elects to accept by assignment and cancel, on the most favorable terms reasonably possible, all subcontracts, purchase orders or contracts, or portions thereof, that City does not elect to accept by assignment; and (v) Thereafter do only such Work as may be necessary to preserve and protect Work already in progress and to protect materials, plants, and equipment on the Project Site or in transit thereto. Upon termination, whether for cause or for convenience, the provisions of the Contract Documents remain in effect as to any Claim, indemnity obligation, warranties, guarantees, submittals of as-built drawings, instructions, or manuals, or other such rights and obligations arising prior to the termination date. Invitation for Bid (IFB) Package 16 Rev. April 27, 2016 CONSTRUCTION CONTRACT SECTION 16 CONTRACTOR'S RIGHTS AND REMEDIES. 16.1 Contractor’s Remedies. Contractor may terminate this Construction Contract only upon the occurrence of one of the following: 16.1.1 For Work Stoppage. The Work is stopped for sixty (60) consecutive Days, through no act or fault of Contractor, any Subcontractor, or any employee or agent of Contractor or any Subcontractor, due to issuance of an order of a court or other public authority other than City having jurisdiction or due to an act of government, such as a declaration of a national emergency making material unavailable. This provision shall not apply to any work stoppage resulting from the City’s issuance of a suspension notice issued either for cause or for convenience. 16.1.2 For City's Non-Payment. If City does not make pay Contractor undisputed sums within ninety (90) Days after receipt of notice from Contractor, Contractor may terminate the Construction Contract (30) days following a second notice to City of Contractor’s intention to terminate the Construction Contract. 16.2 Damages to Contractor. In the event of termination for cause by Contractor, City shall pay Contractor the sums provided for in Paragraph 15.5.1 above. Contractor agrees to accept such sums as its sole and exclusive compensation and agrees to waive any claim for other compensation or Losses, including, but not limited to, loss of anticipated profits, loss of revenue, lost opportunity, or other consequential, direct, indirect and incidental damages, of any kind. SECTION 17 ACCOUNTING RECORDS. 17.1 Financial Management and City Access. Contractor shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Construction Contract in accordance with generally accepted accounting principles and practices. City and City's accountants during normal business hours, may inspect, audit and copy Contractor's records, books, estimates, take-offs, cost reports, ledgers, schedules, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to this Project. Contractor shall retain these documents for a period of three (3) years after the later of (i) Final Payment or (ii) final resolution of all Contract Disputes and other disputes, or (iii) for such longer period as may be required by law. Invitation for Bid (IFB) Package 17 Rev. April 27, 2016 CONSTRUCTION CONTRACT 17.2 Compliance with City Requests. Contractor's compliance with any request by City pursuant to this Section 17 shall be a condition precedent to filing or maintenance of any legal action or proceeding by Contractor against City and to Contractor's right to receive further payments under the Contract Documents. City many enforce Contractor’s obligation to provide access to City of its business and other records referred to in Section 17.1 for inspection or copying by issuance of a writ or a provisional or permanent mandatory injunction by a court of competent jurisdiction based on affidavits submitted to such court, without the necessity of oral testimony. SECTION 18 INDEPENDENT PARTIES. 18.1 Status of parties. Each party is acting in its independent capacity and not as agents, employees, partners, or joint ventures’ of the other party. City, its officers or employees shall have no control over the conduct of Contractor or its respective agents, employees, subconsultants, or subcontractors, except as herein set forth. SECTION 19 NUISANCE. 19.1 Nuisance Prohibited. Contractor shall not maintain, commit, nor permit the maintenance or commission of any nuisance in connection in the performance of services under this Construction Contract. SECTION 20 PERMITS AND LICENSES. 20.1 Payment of Fees. Except as otherwise provided in the Special Provisions and Technical Specifications, The Contractor shall provide, procure and pay for all licenses, permits, and fees, required by the City or other government jurisdictions or agencies necessary to carry out and complete the Work. Payment of all costs and expenses for such licenses, permits, and fees shall be included in one or more Bid items. No other compensation shall be paid to the Contractor for these items or for delays caused by non-City inspectors or conditions set forth in the licenses or permits issued by other agencies. SECTION 21 WAIVER. 21.1 Waiver. A waiver by either party of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. Invitation for Bid (IFB) Package 18 Rev. April 27, 2016 CONSTRUCTION CONTRACT SECTION 22 GOVERNING LAW AND VENUE; COMPLIANCE WITH LAWS. 22.1 Governing Law. This Construction Contract shall be construed in accordance with and governed by the laws of the State of California, and venue shall be in a court of competent jurisdiction in the County of Santa Clara, and no other place. 22.2 Compliance with Laws. Contractor shall comply with all applicable federal and California laws and city laws, including, without limitation, ordinances and resolutions, in the performance of work under this Construction Contract. 22.2.1 Palo Alto Minimum Wage Ordinance. Contractor shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be 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, Contractor 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, Contractor shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 23 COMPLETE AGREEMENT. 23.1 Integration. This Agreement represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This Agreement may be amended only by a written instrument, which is signed by the parties. SECTION 24 SURVIVAL OF CONTRACT. 24.1 Survival of Provisions. The provisions of the Construction Contract which by their nature survive termination of the Construction Contract or Final Completion, including, without limitation, all warranties, indemnities, payment obligations, and City’s right to audit Contractor’s books and records, shall remain in full force and effect after Final Completion or any termination of the Construction Contract. SECTION 25 PREVAILING WAGES. This Project is not subject to prevailing wages. Contractor is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7, if the public works contract does not include a project of $25,000 or less, when the project is for construction work, or the contract does not include a project of $15,000 or less, when the project is for alteration, demolition, repair, or maintenance (collectively, ‘improvement’) work. Or Contractor is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work Invitation for Bid (IFB) Package 19 Rev. April 27, 2016 CONSTRUCTION CONTRACT in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the Purchasing Division’s office of the City of Palo Alto. Contractor shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. SECTION 26 NON-APPROPRIATION. 26.1 Appropriations. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that the City does not appropriate funds for the following fiscal year for this event, 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 Construction Contract 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 27 AUTHORITY. 27.1 Representation of Parties. The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. SECTION 28 COUNTERPARTS 28.1 Multiple Counterparts. This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. SECTION 29 SEVERABILITY. 29.1 Severability. In case a provision of this Construction Contract is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected. SECTION 30 STATUTORY AND REGULATORY REFERENCES. 30.1 Amendments to Laws. With respect to any amendments to any statutes or regulations referenced in these Contract Documents, the reference is deemed to be the version in effect on the date that the Contract was awarded by City, unless otherwise required by law. SECTION 31 WORKERS’ COMPENSATION CERTIFICATION. 31.1 Workers Compensation. Pursuant to Labor Code Section 1861, by signing this Contract, Contractor certifies as follows: Invitation for Bid (IFB) Package 20 Rev. April 27, 2016 CONSTRUCTION CONTRACT “I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work on this Contract.” SECTION 32 DIR REGISTRATION AND OTHER SB 854 REQUIREMENTS. 32.1 General Notice to Contractor. City requires Contractor and its listed subcontractors to comply with the requirements of SB 854. 32.2 Labor Code section 1771.1(a) City provides notice to Contractor of the requirements of California Labor Code section 1771.1(a), which reads: “A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contactor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.” 32.3 DIR Registration Required. City will not accept a bid proposal from or enter into this Construction Contract with Contractor without proof that Contractor and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. 32.4 Posting of Job Site Notices. City gives notice to Contractor and its listed subcontractors that Contractor is required to post all job site notices prescribed by law or regulation and Contractor is subject to SB 854-compliance monitoring and enforcement by DIR. 32.5 Payroll Records. City requires Contractor and its listed subcontractors to comply with the requirements of Labor Code section 1776, including: (i) Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, Contractor and its listed subcontractors, in connection with the Project. (ii) The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of Contractor and its listed subcontractors, respectively. Invitation for Bid (IFB) Package 21 Rev. April 27, 2016 CONSTRUCTION CONTRACT (iii) At the request of City, acting by its project manager, Contractor and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of City’s request. City requests Contractor and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project. (iv) If the certified payroll records are not produced to the project manager within the 10-day period, then Contractor and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and City shall withhold the sum total of penalties from the progress payment(s) then due and payable to Contractor. This provision supplements the provisions of Section 15 hereof. (v) Inform the project manager of the location of contractor’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records. IN WITNESS WHEREOF, the parties have caused this Construction Contract to be executed the date and year first above written. CITY OF PALO ALTO APPROVED AS TO FORM: BEAR ELECTRICAL SOLUTIONS, INC. City of Palo Alto (ID # 6959) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/20/2016 City of Palo Alto Page 1 Summary Title: Remittance of Funds Back to Friends of Magical Bridge and Approval of Cooperation Agreement Title: Approval of Cooperation and Support Agreement with Friends of the Magical Bridge Playground and Authorization to Remit $38,302 in Remaining Funds to the Friends for Playground Services and Activities From: City Manager Lead Department: Community Services Recommendation Staff recommends Council: 1) Approve a Mutual Cooperation and Support Agreement between the City of Palo Alto and the Friends of the Magical Bridge Playground for maintenance, repair, and programming needs at the Magical Bridge playground 2) Authorize staff to remit $38,302 back to the Friends of the Magical Bridge Playground for Playground services and activities. Background In 2011 the City and Friends of the Magical Bridge, LLC (Friends) established a letter of intent to plan initial funding for the design and construction of the Magical Bridge playground. During 2012 and 2013, two designs and public outreach for the playground resulted in a higher budget for completion of the project to be fundraised by the Friends. Subsequently, in 2014, the City and Friends entered into an agreement for design, construction, and installation of the playground. (Attachment A, CMR ID# 3865) Contained within the agreement is a stipulation of any remaining funds after project completion be retained by the City to defray the cost of maintenance. (Attachment B, Design/Construction Agreement Section 4.3.1) Discussion The Magical Bridge playground has been open for one year and held its anniversary in April 2016. During this time, they playground has been a regional daily draw with exceptional visitation resulting in maintenance, repairs, and replacement needs funded by both remaining funds in the playground construction contract and with City Parks operating budget. City of Palo Alto Page 2 The Friends are now asking for $38,302 in remaining funds provided by the Friends to the City to be returned to the Friends instead of retained for future use towards maintenance. Both the Community Services Department and Public Works Department have concluded it is in the interest of all parties to remit the funds back to the Friends for the purpose of supporting Playground services and activities. Upon remittance, the Friends will use the remaining $38,302 towards playground monitoring services, programs and special events at the Magical Bridge Playground. An example of an important new program the Friends have started is the Magical Bridge Ambassador program. This program recruits youth and teens to be official playground monitors with Magical Bridge t-shirts to help people of different abilities use the playground. The playground is extremely popular with people of all abilities and frequently there are many more able visitors than disabled. An unintended result has been at times individuals with a disability are not able to access specially designed play equipment due the many other visitors using the play equipment. The Magical Bridge Ambassador program aims to educate youth and teens to actively be on the lookout for people who may need a helping hand in getting access to play equipment and further invites all visitors to increase their awareness of the variety of people of different abilities using the playground. This program has already helped many people have a positive experience visiting the Magical Bridge Playground. The Friends have also built a robust adult volunteer program to help manage the large number of people visiting the playground. The volunteers help clean the playground and identify maintenance issues needing to be resolved. In addition, the Friends are coordinating Friday evening concerts in the playground for families to enjoy throughout the summer. The Friday evening concerts are very popular, well attended, and the Friends coordinate the entire event series. As staff considered the Friends’ request to return the surplus funds, staff concluded the donors would likely prefer the funds be returned to the Friends for the programs and support services they are providing rather than be used for playground maintenance. While applying the funds towards the maintenance costs of the new playground are an appropriate use of the surplus funds raised by the Friends, staff believe the contributions the Friends are making on an ongoing basis to support the playground monitoring services and providing programs and events are equally valuable and a better use of the funds raised by Friends. Going forward, the Community Services Department and the Friends have established a Mutual Cooperation and Support Agreement (Attachment C, Mutual Agreement) to address maintenance, repair, and programming needs at the Magical Bridge playground. The agreement stipulates the City will fund and perform maintenance and repairs, while the Friends will fund and provide playground monitoring services, programming and events. City of Palo Alto Page 3 Timeline June 20, 2016 – Council approval to remit funds to the Friends and commencement of Mutual Cooperation and Support Agreement July 2016 – Remaining funds remitted to the Friends Resource Impact This authorization returns $38,302 to the Friends that would otherwise have been used for playground maintenance, to now be used by the Friends for playground monitoring services, programs and events. With a mutual cooperation and support agreement in place, going forward the City and Friends have mutually beneficial and defined roles where by the City will fund and perform maintenance and repairs to the playground and the Friends will fund and manage monitoring services, programming and events at the playground. The funds are included in CIP PE-12013. Attachments: Attachment A: CMR ID# 3865 - Agreement w-Friends of Magical Bridge (PDF) Attachment B: Design/Construction Agreement w-Friends of Magical Bridge (PDF) Attachment C: Agreement with Friends of Magical Bridge Playground (RTF) Attachment C: Agreement with Friends of Magical Bridge Playground (RTF) City of Palo Alto (ID # 3865) City Council Staff Report Report Type: Consent Calendar Meeting Date: 5/19/2014 City of Palo Alto Page 1 Summary Title: Magical Bridge Design/Construction Agreement Title: The Magical Bridge Playground Design/Construction Agreement - Between the City of Palo Alto and the Friends of the Magical Bridge; and Adoption of a Budget Amendment Ordinance for Fiscal Year 2014 to provide an Additional Appropriation in the Amount of $1,874,182 for the Magical Bridge Playground capital project (PG-12006) and $30,000 for the Art in Public Places capital project (AC-86017) From: City Manager Lead Department: Public Works Recommendation Staff and the Parks and Recreation Commission recommend that Council: 1) Adopt a Park Improvement Ordinance for the Magical Bridge Playground Project of Park Facilities and Other improvements (Attachment A); Staff recommends that Council: 2) Approve the Design, Construction and Funding Agreement for the Magical Bridge Playground Project of Park Facilities and Other improvements in Mitchell Park (Attachment B); and 3) Adopt an Ordinance Amending the Budget for Fiscal Year 2014 to provide an additional appropriation in the amount of $1,874,182 for the Magical Bridge Playground capital project (PG-12006) and $30,000 for the Art in Public Places capital project (AC-86017) and to recognize a Transportation Development Act (TDA) grant from the Metropolitan Transportation Commission (MTC) in the amount of $82,712 and contributions from the Friends of the Magical Bridge, LLC in the amount of $2,821,471. (Attachment C) City of Palo Alto Page 2 Background In June 2007, the Friends of the Magical Bridge (Friends) founder, Olenka Villarreal, approached staff about the need for a universally accessible children’s playground in Palo Alto. Ms. Villarreal pointed out that playground accessibility in Palo Alto is limited and does not accommodate persons of varying disabilities. She mentioned that the Palo Alto Unified School District has an excellent program for those with special needs, and that there are more than 1,500 children in Palo Alto that have developmental, sight, hearing, balance or autistic challenges that require special play equipment and access. Ms. Villarreal shared the stories of her own daughter and those of other parents whose children or themselves are unable to play at city playgrounds. In April and July 2008, the Friends made presentations to the Parks and Recreation Commission (PRC) on the concept of a new universally accessible children’s playground at the southern portion of Mitchell Park. On July 22, 2008, the PRC and staff concurred that the project would be compatible with the Mitchell Park Master Plan and recommended to the City Council that a joint venture between the City and Friends to construct a universally accessible playground be adopted. On June 20, 2011, Council approved an appropriation of $1,300,000 to fund the Magical Bridge project CIP (PE-12013). A letter of intent between the City and the Friends specified that $300,000 of the appropriation would be the City’s contribution to the project for design and construction services. The remaining $1,000,000 was intended for construction, and was to be reimbursed by the friends following their fundraising efforts. The City’s financial contribution to the project is capped at $300,000. Design Process The design process for the Magical Bridge Playground started in February of 2012 with Landscape Architect consultant, Royston Hanamoto Alley and Abey (RHAA), in conjunction with Friends and City staff. RHAA was responsible for the initial design of Mitchell Park in the mid 1950’s and brings many years of experience to the project. The following steps describe the design process: City of Palo Alto Page 3 1. A design workshop between the Friends, City staff and RHAA (design team) resulted in two initial playground designs incorporating playground elements from the Friends’ compiled list of needs. 2. The initial two designs were presented at a community meeting in March 2012. The general response toward both plans was positive. 3. PRC and Architectural Review Board (ARB) study sessions for the two designs were held in April 2012. 4. Following the community, PRC and ARB meetings, a singular conceptual design was created, incorporating many identified needs and the public comments received. This conceptual design served as a master plan and vision for the site with a total project budget of approximately $4 million. 5. The conceptual design was presented to the Palo Alto Bike Advisory Committee (PABAC) in April 2012 and to the City/School Traffic Safety Committee in May 2012. 6. A second community meeting was held on June 2012. The design concept was well-received at the meeting. 7. Metropolitan Transportation Commission (MTC) approved an allocation in Spring 2013 of $82,712 in Transportation Development Act (TDA) funds for pathway improvements that improve access to the playground and across the Adobe Creek Bridge. 8. After several months of fund raising, the Friends set a project budget in May 2013 of $3.7 million for the playground. 9. A revised design meeting the $3.7 million budget was presented at a third community meeting on March 1, 2014. The revised plan was well received. 10. The plan was presented to the PRC on March 25. All Commissioners were in favor of the project. 11. A meeting with (PABAC) was held on April 3, 2014 to review the updated design and discuss alternate routes for the pathway while during construction. PABAC was very supportive of the project. 12. A Notice of Intent to circulate the initial environmental study in April 16, 2014 was posted at the Santa Clara County Recorder’s Office and the State Clearing House. 13. An ARB meeting was held on April 17, 2014. The plan was approved with conditions to return with additional information on the design of the playhouse, lighting and signage. City of Palo Alto Page 4 14. A PRC meeting was held on April 22, 2014 to review the park improvements as part of the Park Improvement Ordinance (PIO). The recommendation to Council to approve the PIO passed unanimously. 15. An ARB meeting was held on May 1, 2014 to discuss the treehouse, lighting and signage. The ARB approved these elements. Fund Raising Progress Upon the completion of the conceptual designs in July 2012, the Friends developed marketing materials and launched a fund raising campaign in October 2012. The Friends have been actively fund raising towards the $3.7 projected cost of completing the project. The Friends have a combination of $3.5 million in funding and pledges, and are close to achieving their fund raising goal. Per the agreement between the Friends and the City; the Friends will deliver the initial contribution of $2,500,000 to the City within 30 days of the approved agreement, and the second contribution of $321,470 within 90 days of the approved agreement. In March 2014, at the request of the Friends of the Magical Bridge, City Manager Jim Keene appealed to the Santa Clara County Supervisor and former Palo Alto Mayor Joseph Simitian for his support of a $150,000 appropriation from the Santa Clara County Parks Charter fund towards the Magical Bridge Project (See related staff report 4782. The City has also been awarded a Transportation Development Act (TDA) grant from MTC in the amount of $82,712 for pathway and bridge improvements that will focus on renovation of the existing pedestrian/bike path connecting Mitchell Park to Charleston Road. Improvements will address repaving of the existing walkway and renovations to the existing bridge across Adobe Creek that links the main portion of Mitchell Park with the area designated for the construction of the Magical Bridge Playground. These improvements include meeting the American Disability Act (ADA) for access to the bridge, which the current access ramps to the bridge do not meet as well as minor repairs to the bridge including replacement of wood planks and new handrails. The work associated with the TDA grant will be performed by the Friends’ contractor constructing the playground and is covered in the agreement between the Friends and the City. Discussion City of Palo Alto Page 5 The proposed playground design is composed of seven play zones, with each zone focusing on a specific type of play. They include: sliding, swinging, spinning, tot- lot, music, natural play and open play area. Defining separate zones dedicated to one specific type of play is an important factor separating and elevating the playgrounds design over other inclusive playgrounds that have been constructed previously. Containing multiple pieces of play equipment, each zone allows users of all physical and cognoscente abilities to experience that specific play activity. Another distinct element of the playground includes areas of retreat in each play zone. These retreats allow users to observe and gain comfort with a play activity or to step away from the activity to calm down or rest. Other elements of the playground that are distinct to its inclusive design goal include: A fully accessible elevated tree walk, interactive music elements, adult exercise opportunities, contrasting paving textures (rubberized paving and concrete paving) and colors between walkways and play zones to clearly demarcate each play area, defined entry points to each play zone to direct access away from active play, play zone signage that includes braille, and a natural play area. Play equipment used in the play zones are provided by multiple vendors and represent the newest and most innovative inclusive products on the market. The PRC and staff is recommending approval of the PIO (Attachment A) reflecting these playground improvements. Access and Bridge Design Access to the site is provided by the Charleston Connection Corridor (pathway) Project, a major bike path, which enters the site in the southeast corner, parallels the existing tennis courts and crosses over Adobe Creek via an existing arched, glue-laminated timber bridge to connect to the greater Mitchell Park. The existing bridge approaches have slopes up to 12 percent, which exceed the Americans with Disabilities Act (ADA) accessibility standard of 8.33 percent. In addition, an evaluation of the existing bridge identified some deterioration of the physical condition of the wood and steel elements of the bridge. These bridge elements will be repaired including painting and deck replacement. New railings and retaining walls will support the new ADA-compliant ramps leading to the bridge from both directions. As part of the proposed project, the existing bridge would be removed and replaced with an ADA-compliant structure should funds City of Palo Alto Page 6 be available in the future. A secondary entrance located in the northeast corner of the project site provides access from the adjacent private property. This private property is currently occupied by Abilities United, who will partner with Friends of the Magical Bridge to supervise the playground after construction. Agreement Staff is recommending approval of the Agreement between the Friends and the City (Attachment B) and a BAO to fund the project (Attachment C). Staff has worked cooperatively with the Friends to develop an agreement and right-of- entry to provide the Friends’ construction contractor exclusive access to the full designated playground site in Mitchell Park for construction purposes. The agreement specifies policy and procedural guidelines for the Friends of the Magical Bridge to follow regarding design, construction, safety, liability and payment details. The agreement follows similar successful public/private partnership agreements that provide for authorized non-profit organizations to manage the improvements of City facilities. Other examples of such partnerships include the construction of the Heritage Park children’s playground, the Children’s Theatre construction of the Magical Castle, and the renovation of the Palo Alto Art Center. The Friends have solicited bids from qualified and State-licensed contractors. The selected contractor will be responsible for providing insurance and will indemnify the City and the Friends against certain risks. The insurance required is similar to the level of protection normally required for City public works construction projects. The contractor will also be responsible for meeting the requirements of the TDA grant’s prevailing wage criteria associated with the existing pathway and bridge renovation work as outlined in the agreement. The Friends have provided a proposed budget (Exhibit B) and construction timeline (Exhibit C) for the project. Once the agreement is signed and approved, and all requirements met, the Friends will obtain the necessary building permits from the City and commence with construction in June of 2014. The City’s Building Inspection Division will inspect the progress of the construction in order to ensure that the project is constructed safely and competently according to all codes and specifications. All construction work will be coordinated with the Utility Department, local schools and neighborhood to ensure that any impacts to infrastructure and to Mitchell City of Palo Alto Page 7 Park access are limited. If for any reason the Friends are unable to satisfactorily complete the project, the retained dedicated funds for the project will be used to allow the City to complete the project according to plans. According to the agreement, the Friends will provide the City an initial payment for $2,500,000 before the construction begins. The Friends have the option to provide a second payment of $321,470 to complete phase two improvements within 90 days after Council approval of the agreement. This payment structure provides flexibility to proceed with the project in phases while the Friends collect the total project funding, if necessary. City staff has worked with the friends to identify $321,470 in phase two construction work that could be excluded from the project without significantly impacting the final playground if the Friends were unable to complete all of the fundraising. This ensures that the City would not be obligated to use City funds beyond the original $300,000 commitment to complete the project in that event. In addition to the Phase one and two payments to the City totaling $2,821,470, the Friends have purchased equipment for the playground at a cost of $342,876. While this expense is part of the total cost of the project, it is separate from the payments to the City and therefore is not reflected in the CIP budget and BAO. 2014 Tentative Timeline ARB approved project with conditions April 24 100% construction drawings/submit for permits May 8 ARB consent item for playhouse and signage May 15 MND circulation period ends May 16 Council approval of agreement, PIO, and BAO May 19 Complete ARB 14 day appeal period May 31 2nd reading of PIO, begin 30-day appeal period June 2 Friends to obtain building permits June 12 Construction start for pathway near June 12 Charleston road Public Ceremony 11:00 am June 23 Complete Charleston Connection Corridor August 18 Complete construction of playground October/November Resource Impact City of Palo Alto Page 8 In fiscal year 2012 Council approved the appropriation of $1,300,000 to the Magical Bridge project (PE-12013), with an understanding that the Friends of the Magical Playground would be raising $1,300,000 as their contribution to the design and construction of the project as outlined in the letter of intent. The Friends now have commitments up to $3.5M. The City Council had already approved the appropriation of $1,300,000 to the project in Fiscal Year 2012. BAOs are necessary to accept and approve the funding contribution from the Friends of the Magical Playground in the amount of $2,821,471, the TDA grant in the amount of $82,712 and the Santa Clara County Park Charter Funds of $150,000. The BAO amount recommended as part of this staff report is $1,904,182. Of this amount, $1,874,182 is recommended to be added to the Magical Bridge Playground capital project, with the remainder ($30,000) recommended to be added to the Art in Public Places capital project (AC-86017) for public art associated with the project. It should be noted that the BAO to recognize the Santa Clara County Park Charter Funds is included as part of a separate staff report, also scheduled to be considered by the City Council on May 19, 2014. Project Costs and Funding Summary: Itemized Breakdown of Project Costs Design & Structural Services $323,436 Playground Construction $3,023,381 10% Contingency (design and construction) $334,682 TOTAL: $3,681,499 Funding Contribution from Friends of the Magical Bridge, 1st deposit $2,500,000 Contribution from Friends of the Magical Bridge, 2nd deposit $321,471 Donated Design & Structural Services $234,475 Friends Equipment Purchase $342,876 TDA Grant $82,712 City TDA local match (from $300,000)* $49,965 Santa Clara County Park Charter funds $150,000 City of Palo Alto Page 9 TOTAL: $3,681,499 BAO Funding Contribution from Friends of the Magical Bridge, 1st deposit $2,500,000 Contribution from Friends of the Magical Bridge, 2nd deposit $321,471 TDA Grant $82,712 Santa Clara County Park Charter funds $150,000 TOTAL CONTRIBUTED FUNDS: $3,054,183 Funds previously appropriated in the CIP (PG-12006) for Construction purposes $1,000,000 TOTAL REQUESTED BAOs: $2,054,183 *The City’s funding contribution to the Magical Bridge project is $300,000. This funding was appropriated as part of the Fiscal Year 2012 Budget. The above table does not reflect the entire $300,000 contribution. The $300,000 contribution will be utilized for multiple purposes, including but not limited to public art, grant matching funds, testing, and design work, as outlined in Exhibit C of this report. The total additional funding for this project in the amount of $2,054,183 is recommended to be approved with two Budget Amendment Ordinances attached to two related City Manager Reports as described in the table below. May 19, 2014 Magical Bridge Budget Amendment Ordinances City Manager Report #3865 (TDA and Friends of the Magical Bridge) $1,874,183 City Manager Report #3865 (Art in Public Places) $30,000 City Manager Report #4782 (Santa Clara County Grant) $150,000 Total BAO amounts, City Manager Reports #3865 and #4782 $2,054,183 City of Palo Alto Page 10 The annual cost for maintaining and operating the playground is currently estimated at $8,500. Policy Implications This project is consistent with the City’s approved public/private partnership policy as a “joint partnership project.” The proposed project is consistent with existing City policy, including Policy C-26: To maintain and enhance existing park facilities. Environmental Review An Initial Study (IS) and Mitigated Negative Declaration (MND) were prepared for the subject project and the documents were circulated for public review from April 16, 2014 to May 16, 2014. These documents can be reviewed on the City’s website at http://www.cityofpaloalto.org/planningprojects. The primary environmental issues addressed in the Initial Study include: air quality, biologic resources, and cultural resources. A Mitigated Negative Declaration (Attachment D) has been prepared, pursuant to the California Environmental Quality Act (CEQA), and has been recommended for Council approval by the Director of Planning and Community Environment. The Director will approve the Architectural Review application on May 16 which will start the 14-day appeal period. If no appeal is filed, the approval will become effective prior to the second reading of the PIO scheduled for June 2. Attachments: A - 00710373 ORDN PIO Mitchell Park Magical Bridge Playground (PDF) B - 00710337A AGMT Magical Bridge Mitchel Park Construction Agreement (PDF) C - Magical Bridge BAO 3865 (DOC) D - Magic Bridge Initial Study (PDF) 140416dm00710373 *NOTYETAPPROVED* 1 OrdinanceNo.______ OrdinanceoftheCounciloftheCityofPaloAltoApproving andAdoptingaPlanforImprovementstoMitchellPark TheCounciloftheCityofPaloAltodoesORDAINasfollows: SECTION1.Findings.TheCityCouncilfindsanddeclaresthat: (a)ArticleVIIIoftheCharteroftheCityofPaloAltoandSection22.08.005 ofthePaloAltoMunicipalCoderequirethat,beforeanysubstantialbuilding, construction,reconstructionordevelopmentiscommencedorapproved,uponorwith respecttoanylandheldbytheCityforparkpurposes,theCouncilshallfirstcausetobe preparedandbyordinanceapproveandadoptaplantherefore. (b)MitchellParkisdedicatedtopark,playground,andrecreationalspace. (c)TheCityintendstoauthorizetheconstructionofcertainpark improvementswithin0.8acresofMitchellPark,referredtoaTheMagicalBridge Playground,asshownontheMagicalBridgeLandscapeImprovementPlan(the“Plan”), attachedasExhibit“A,”including: (1)Installationofnewinclusiveplaygroundandassociatedequipment; (2)Installationofnewaccessiblewalkwayandrailings; (3)Installationofirrigation,landscapingandtrees; (4)Installationoflighting; (5)Installationofbikeracks,benches,picnictablesandotheramenities;and (6)Installationofaprefabricatedpedestrian/bikebridge (d)TheProjectwillbeconstructedinamannerastoavoidprotectedtrees andothersensitivenaturalresources,ifany.Inaddition,theexistingparkuseswillbe restoredfollowingthecompletionofconstructionoftheProject. (e)TheProjectisconsistentwithparkandrecreationpurposes. (f)TheCouncildesirestoapprovetheProject,describedaboveandasmore specificallydescribedintheattachedPlan. SECTION2.TheCouncilherebyapprovesthePlanfortheconstructionofthe improvementsatMitchellPark,anditherebyadoptsthePlan,attachedheretoas Exhibit"A,”aspartoftheofficialplanfortheconstructionoftheparkimprovementsat MitchellPark. Attachment A 140416dm00710373 SECTION3.TheCouncilfindsthattheprojecttoconstructthefacilitiesat MitchellParkissubjecttotheCaliforniaEnvironmentalQualityAct.Adraftmitigated negativedeclarationwaspreparedandcirculatedonApril16,2014. SECTION4.ThisordinanceshallbeeffectiveonthethirtyͲfirstdayafterthe dateofitsadoption. INTRODUCED: PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: ______________________________________________________ CityClerkMayor APPROVEDASTOFORM: APPROVED: ______________________________________________________ SeniorAsst.CityAttorney CityManager ____________________________ DirectorofCommunityServices ____________________________ DirectorofAdministrativeServices 140416dm00710373 Exhibit“A” TheMagicalBridgeLandscapeImprovementPlan 140513 sdl 00710337B 1 AGREEMENTFORTHEDESIGN,CONSTRUCTIONAND INSTALLATIONOFFACILITIESANDOTHERCAPITAL IMPROVEMENTSATMITCHELLPARK ThisAgreementfortheDesign,ConstructionandInstallationofFacilities andOtherCapitalImprovementsatMitchellPark(the“Agreement”),dated,for convenience,______________________,2014(the“EffectiveDate”),ismadeand enteredintobyandbetweentheCITYOFPALOALTO,aCaliforniacharteredmunicipal corporation(the“CITY”)andtheFRIENDSOFTHEMAGICALBRIDGE,LLC,aCalifornia limitedliabilitycompany(the“FRIENDS”)(individually,a“Party”and,collectively,the “Parties”),inreferencetothefollowingfactsandcircumstances: RECITALS: A.TheCITYhasdesignatedasacitypark,underPaloAltoMunicipalCode section22.08.180,a17.99acresite,commonlyknownasMitchellPark(the“Park”),and a10ͲfootpathwayfromtheParktoCharlestonRoad.Thesouthwesternportionofthe ParkandpathwayistheproposedsiteoftheMagicalBridgePlaygroundandthe CharlestonRoadCorridorPathway(the“Pathway”),whichwillbeboundedbythe tenniscourts,thenorthernapproachtoAdobeCreek,andthesouthernborderofthe Park,includingthePathway,connectingtheParkalonga10Ͳfootaccesseasement, terminatingatCharlestonRoad. B.TheFRIENDSintendstobenefittheCITYandthegeneralpublicby designing,constructingandinstallingonapproximately0.8acreoftheParkand approximatelya0.1acrePathway(the“Site”)certainplayground,playequipment, slides,features,benches,tables,parkamenities,pathway,signage,andaccessible crossingofAdobeCreekandassociatedcapitalimprovementsandstructures(the “Facilities”).TheschematicdescriptionandsitemapoftheSiteisdescribedinExhibit “A”.Adesign,constructionandinstallationschedulefortheFacilitiesisincludedin Exhibit“B”. C.TheFRIENDSwillcomplete100percentoftheconstructiondocument packagetodesign,constructandinstalltheFacilitiesatsubstantiallyitsowncostand expense.TheCITYwillgranttotheFRIENDSanamountoffundsnottoexceedfive hundredthirtyͲtwothousanddollars($532,000),whichtheFRIENDSwillapplytowards thedesignandconstructioncostsoftheFacilitiesandoffͲsiteFacilities.Ataminimum, theFRIENDSwillgranttotheCityanamountoffundsofnotͲtoͲexceedtwomillionfive hundredthousanddollars($2,500,000.00)forthecompletionofPhase1oftheFacilities andoffͲsiteFacilities,andanotͲtoͲexceedthreehundredtwentyͲonethousandfour hundredseventydollars($321,470)forthecompletionofPhase2oftheFacilitiesand offͲsiteFacilities.TheitemizedbudgetforPhases1and2isincludedinExhibit“C”. Attachment B 140513 sdl 00710337B 2 D. Uponthecompletionofthedesign,constructionandinstallationofthe Facilities,theFRIENDSwilldeliverpossessionoftheSitetotheCITYandwilltransferall ofitsrights,titleandinterests,ifany,inandtotheFacilitiestotheCITY. E.PursuanttotheCITY’spolicyandprocedures,theCITYisrequiredto allocateonepercent(1%)oftheconstructioncostsofaCITYcapitalimprovement projectforpublicartin,amongotherplaces,parksandplazas.TheCITYintendsto allocate1%ofthequalifyingportionofthebudgetfortheFacilities,whichshallbe deemedacapitalimprovementproject,orthirtythousanddollars($30,000).TheCITY intendstodisburseeightyͲtwothousandsevenhundredtwelvedollars($82,712)oflocal TransportationDevelopmentAct(“TDA”)fundstotheconstructiontheCharlestonRoad CorridorPathwayImprovementProject(the“Pathway”).TheCityintendstodisburse $150,000oftheSantaClaraCountyParksCharterFundstotheconstructionofthe FacilitiesuponcompletionoftheFacilities. F.TheFRIENDSunderstandthat,becausetheCITYisdisbursingTDAfunds forthebenefitoftheProject,theFRIENDSarerequiredtopayprevailingwagesforany andalllaborusedinconnectionwiththeconstructionoftheProject. INCONSIDERATIONOFtheRecitalsAthroughF,inclusive,whichare madeasubstantivepartofthisAgreement,andthefollowingcovenants,termsand conditions,thePartiesagree: AGREEMENT: 1. PURPOSES 1.1ThePartiesagreethatthepurposesofthisAgreementareto: (a)GranttheFRIENDSanditscontractors,agentsandrepresentatives temporaryaccesstotheSiteduringtheTerminorderthattheFRIENDSmayconstruct andinstall,orcausetheconstructionandinstallationof,theFacilities; (b)ProvideforthepreparationbytheFRIENDS,andthereviewandapproval bytheCITY,oftheFRIENDS’plans,specificationsandworkingdrawingsfortheFacilities; (c)Provideforthecompletionofdesign,constructionandinstallationofthe FacilitiesandoffͲsiteFacilitiesbytheFRIENDSanditscontractors,agentsand representativesandthegrantingoftheCITY’sapprovalandacceptanceoftheFacilities; and (d)ProvideforthetransferofpossessionoftheSiteandallrights,titleand interestsinandtotheFacilitiesandoffͲsiteFacilitiestotheCITYuponthecompletionof design,constructionandinstallationoftheFacilities. 140513 sdl 00710337B 3 1.2InregardtotheoffͲsiteimprovementsrelatingtotheFacilities,the followingwillapply: (a)NotwithstandinganyprovisionsofthisAgreementtothecontrary,the FRIENDSshallberesponsibleforthedesign,construction,installation,repair,and/or maintenanceofanyundergroundimprovementsorfacilitiesthatmayberequiredto bringthenecessaryutilityservicestotheFacilities,suchaswaterlines,electricalservice, stormdrainlinesconnectingtoexistingundergroundlines,oranyotheraboveground orundergroundoffͲsiteimprovementsorfacilities(collectively,the“OffͲSite Improvements”)thatmayberequiredfortheuseofthePlaygroundandanyportionof theFacilities,asdescribedinRecitalBabove,thatareconstructedorinstalled,or causedtobeconstructedorinstalled,bytheFRIENDSattheSite.Theforegoing provisionregardingtheobligationoftheFRIENDSwithrespecttotheOffͲSite Improvementstakesintoaccountthat,asoftheEffectiveDate,theremaybeawater line,anelectricalline,and/orastormdrainconnectiontoandattheSite. (b)TheFRIENDS’generalcontractorwillcollaborateandotherwise coordinatewiththeCITYinreͲroutingbicyclistandpedestrianaccessthroughtheSite. ThePathwayimprovementsshallnotbeperformedwhenregularschoolisinsession. 1.3TheCITY,atitssolecostandexpense,willberesponsibletoperformany workofconstructionnecessarytocorrect,remove,orrepairanyundiscoveredpreͲ existingconditions. 1.4TheFRIENDS,atitssolecostandexpense,willberesponsiblefor completingthedesignandconstructiontheOffͲSiteImprovementsreferredtoin Section1.2(a)above. 1.5IntheeventtheSiteisdestroyedbyanycausethatrenderstheSiteunfit forthepurposesdescribedinSection1.1hereof,anditsphysicalconditioncannotbe repairedwithinonehundredeighty(180)daysfromthedateofdestruction,theneither PartymaygivewrittennoticeofterminationofthisAgreement,whichwillbecome effectivethirty(30)daysaftertheotherParty’sreceiptofsuchnotice. 1.6NothinginthisAgreementwillbeconstruedtolimittheCITY’srightto temporarilyrevoketheauthorityoftheFRIENDSoritscontractors,agentsand representativestogainaccesstotheSiteforthepurposeshereofintheeventofan uncureddefaultandbreachofthisAgreementbytheFRIENDSorirrespectiveofany breachbytheFRIENDS,intheinterestofthepublichealth,safetyandwelfare. 2. TERM 2.1ThisAgreementshallbeforatermofapproximatelyfourteen(14) months(the“Term”),commencingupontheEffectiveDate,whenthePartieshaveduly executedanddeliveredthisAgreement.Ifthecompletionofconstructionand installationoftheFacilitiesisdelayedforanyreasonbeyondthereasonablecontrolof 140513 sdl 00710337B 4 theFRIENDS,thenthePartiesmayagree,inwriting,toextendtheTermonamonthͲtoͲ monthbasis,inordertopermitthecompletionofconstructionandinstallationofthe FacilitiesbytheFRIENDSoritscontractors,agentsandrepresentatives.Upon(a)the FRIENDS’completionofanypunchͲlistitemswithinthetimespecifiedinSection6.8.5, (b)theCITY’sdeterminationthattheFRIENDShaveachievedfullcompletionofthe constructionandinstallationwork,and(c)theCITY’sacceptanceoftheFacilitiesby writtennoticetotheFRIENDS,thisAgreementwillexpireorotherwiseterminate withoutnoticetoeitherParty.TheTermwillnotextendafterJuly31,2015,unlessthe Partiesagree,inwriting. 3. USE;ACCESSTOTHESITE 3.1Subjecttoallcovenants,termsandconditionshereof,theCITYhereby grantstotheFRIENDS,itsmembers,directors,officers,employees,consultants, contractors,agentsandrepresentativestherevocable,nonexclusiverighttoenterthe Siteforthepurposeshereof.Nootherrights,titleorinterests,including,without limitation,anyestate,ownership,leasehold,easementorotherpropertyinterest,inthe SiteisgrantedorintendedtobegrantedbytheCITYtotheFRIENDSbythisAgreement. 4.CONSIDERATION 4.1TheFRIENDSwillobtaincontributionsfromthecommunitytodefray substantiallyallofthecostsandexpensesofthedesign,constructionandinstallationof theFacilities,exceptingonlythosefundswhichtheCITYwillcontributepursuantto RecitalCandSection4.4.ThecontributionsreceivedbytheFRIENDSwillbeused exclusivelytopayfortheservicesofaprojectmanager,anyotherindividualwhose servicesarereasonablyrequiredtocompletethedesignandconstructionand installationoftheFacilities,andreasonablyrelatedprojectcostsandexpenses.The servicesoftheforegoingindividualswillbeobtainedbymeansofaninformal competitiveselectionprocessconductedbytheFRIENDS.TheFRIENDSwilldeliverall fundsandotherfinancialcontributionsthatitreceivestotheCITY,whichwilldeposit suchfundsandothercontributionsinaCITYfundoraccountandwilldisburse accordingly,asdescribedinSection4.4.TheFRIENDSwillbeobligatedtopayanyfeeor chargeforutilityservicesrenderedtotheFRIENDSattheSiteinconnectionwiththe Facilities’constructionandinstallation. 4.2TheFRIENDSalsowillundertakeacommunityoutreachprogramto provideinformationtothebusinessesandresidentsinthevicinityoftheFacilities, concerningtheFacilities,forthepurposeofsolicitingtheinputandsupportforthe Facilitiesandconstructionworkandtoseekwaystomitigate,tothemaximumextent possible,thelossofuseofparkfacilitiesduringtheperiodofconstruction. 4.3AsaconditionprecedenttotheCITY’sobligationtocommence constructionandinstallationoftheFacilities,withinthirty(30)daysaftertheEffective Date,theFRIENDSwilltransfer,andinformtheCITY’sDirectorofAdministrative 140513 sdl 00710337B 5 ServicesthattheFRIENDShavetransferred,totheCITY’saccountsufficientfundsforthe Phase1constructionoftheProject.TheFRIENDSshalltransfertotheCity’saccount sufficientfundstopayforthePhase2constructioncostsoftheProjectwithinninety (90)daysaftertheEffectiveDate.Thesufficientfundswillbemadeavailablefromfunds tobeprovidedbytheFRIENDSandfromfundstoberaisedbytheFRIENDSinthe communityoutreachprogramreferredtoinSection4.2,andwillbeusedtocomplete theconstructionandinstallationoftheFacilitiesbytheFRIENDSand/oritscontractors, agentsandrepresentatives.Theterm“sufficientfunds”referredtointhisAgreement meansthecompletionofallactualcostsofconstructionandinstallationofthe improvements,equipment,andstructuresthatconstitutetheFacilities,assetforthin theFRIENDS’itemizedbudget,assetforthinExhibit“C”.Thebudgetwillincludean additionaltenpercent(10%)oftheestimatedtotalamountofallactualcostsofthe Facilitiesasacontingencytomeetanyunforeseencoststhatmayariseduringthe constructionandinstallationoftheFacilities. 4.3.1Evidenceofassurancewilltakethefollowingform:Evidenceofthe depositbytheFRIENDSofthetotalamountofsufficientfundsfortheFacilities,as definedherein,intotheseparateaccountmaintainedbytheCITYwithdisbursements fromthataccountrequiringthesignaturesofauthorizedrepresentativesoftheParties willbefurnished.AtsuchtimesastheFRIENDShascurrentlypayableinvoicesforthe Facilities,theCITYwilltakethestepsnecessarytoexpediteitsapprovalprocesssothat fundscanbedisbursedfromtheaccountmaintainedbytheCITY,whichwillbe sufficienttosatisfytheFRIENDS’saccountspayable.TheCITYwillusereasonableefforts toprocesstherequestsforpaymentinamannerwhichpermitstheFRIENDStoremain currentonitsobligations.TheDirectorofAdministrativeServices,ordesignee,willbe theCITY’srepresentativeforallpurposeshereof.IfthisAgreementisterminatedfor anyreason,beforetheexpenditureofallthefundsintheCITY’sfundoraccountcan occur,theCITYwillbeentitledtoallrights,titlesandinterestsinthefunds;provided, however,theCITYwillthereafterexpendthefundsonlyforthepurposeofconstructing andinstallingtheFacilities,orpartthereof,thatisnotcompletedattheeffectivedateof termination.Ifanyportionoftheamountremainsandisnotdisbursedfollowingthe completionoftheFacilities,theremainderwillberetainedbytheCITYandusedto defraythecostsofmaintenanceoftheFacilitiesattheSite. 4.3.2TheaccountwillbemaintainedinthenameoftheCITYinaform reasonablyacceptabletotheDirectorofAdministrativeServices. 4.4AsoftheEffectiveDate,theCITYwillhaveestablishedaMagicalBridge PlaygroundCapitalImprovementProjectFundaccountwithintheCapitalImprovement ProjectbudgetforFY2013Ͳ14(“CIPPEͲ12013”),relatingtotheFacilities.Becausethe CITYisrequiredbyitspolicyandprocedurestoreduceitscontributiontotheFacilities’ costsbytheonepercentforartsprogramexpenditure,whichwillbeusedtopayforthe CITY’scontractor’sservices,theCITYwillreduceitscontributiontotheFRIENDSinan amountnottoexceedthirtythousanddollars($30,000)tobedrawnfromCIPPEͲ12013. 140513 sdl 00710337B 6 4.4.1TheCITYwilladministerandcoordinatethereceiptanddisbursementof thesefunds,whichwillbeexpendedforallcostsandexpensesrelatedtothe constructionandinstallationoftheFacilitiesattheSite.Nointerestontheaccumulated fundswillbepaidbytheCITY. 4.5TheCITYwillissuepermits,asrequired,andwaivetheobligationofthe FRIENDStopayanyandallpermitͲandpermitͲrelatedfeesandchargesthataredue andpayabletotheCITY’sgeneralfundwithrespecttothedesignandtheconstruction andinstallationoftheFacilitiesattheSiteandanyotherrelatedworktobeperformed bytheFRIENDSinconnectiontherewith;provided,however,theCITYwillnotwaivethe obligationoftheFRIENDStopayanyrate,feeorchargethatisdueandpayabletoany oftheCITY’senterprisefundsforutilityservicesthatarerenderedtotheFRIENDSatthe Site(otherthantheutilitycoststobepaidbytheCITYpursuanttoSection1.2with respecttoanyundiscoveredpreͲexistingconditionsoranyOffͲSiteImprovements). 4.6TheCITYhassubmittedtheMagicalBridgePlaygroundPathwayconcept plansandtheenvironmentalassessmenttotheCITY’sCommunityServicesDepartment, PlanningandCommunityEnvironmentDepartmentandthePublicWorksDepartment aswellastotheappropriateboardsandcommissions,including,withoutlimitation,the ParksandRecreationCommission,theArchitecturalReviewBoard,andtheCityCouncil forreviewandapprovaloftheconceptplansshowninExhibit“A”. 4.7TheCITYwillprovidestaffsupport,inspectionandtestingservicesandother assistancetotheFRIENDS,uponreasonablerequest,inconnectionwiththe30%,60% and90%designreview,bidandconstructiondocuments,andsubmittalreviewsaspart oftheinitiationandcompletionoftheFacilities. 5.PLANFORDESIGN,CONSTRUCTIONANDINSTALLATION 5.1TheCITYwillreviewandtheFRIENDSwillprepareorcausetobe preparedfinalplansandspecificationsandworkingdrawings(the“Plans”)forthe designandtheconstructionandinstallationofthestructuresandimprovements constitutingtheFacilitiestobelocatedattheSite,asdescribedinExhibit“A”. 5.2TheFRIENDSwillobtainandmaintainallCITYͲissuedpermitsandother authorizationsrequiredforthecompletionoftheFacilitiesandwillfurnishtotheCITY uponrequestduringtheconstructionandinstallationphasesanyandallfinancialand nonͲfinancialsecuritydeemednecessaryandappropriatebytheCITY,including,without limitation,evidenceofinsurancecoverage,indemnityagreement,andlienwaivers;the CITYwillnotrequiretheFRIENDStoprovideperformanceandpaymentbonds,provided thattheCITYhasfirstdeterminedpursuanttoSection4.3thattherearesufficientfunds availabletocompletetheconstructionandinstallationoftheFacilitiesbytheFRIENDS anditscontractors,agentsandrepresentatives. 140513 sdl 00710337B 7 6.CONSTRUCTIONANDINSTALLATIONOFFACILITIES 6.1TheFRIENDSwillcommencewiththedesignandtheconstructionand installationwithinonehundred(100)daysaftertheEffectiveDateinaccordancewith theconstructionandinstallationschedule,assetforthinExhibit“B”.Allsubmittals, changeorders,constructionandinstallationworkwillbeconductedinanefficientand workmanlikemannerinsubstantialcompliancewiththeapprovedtimeschedule. 6.2TheFRIENDSwillcomplywiththeCITY’sregulationsgoverning constructionnoisecontrolsandregulationsgoverningdustcontrol,allassetforthinthe PaloAltoMunicipalCode. 6.3TheFRIENDSwillberesponsibletoaccomplishallassociatedwork requiredtocompleteandinstalltheFacilitiesanditwillberequiredtocomplywithall conditionsthatareimposedontheFacilitiesduringtheCITY’sapprovalprocess. 6.4TheFRIENDSwillincludestandardCITYrequirementsinallequipment purchasesandconstructioncontractswiththirdpartiesinregardtowarrantiesand workmanshipguaranteesfortheFacilities. 6.5Allcontractors,subcontractors,andotherpersonnelwhowillperform theconstructionandinstallationworkattheSiteundercontractwiththeFRIENDSwill obtainandmaintainallcurrentlicensesrequiredbytheStateofCaliforniaduringthe Term. 6.6TheFRIENDSwillmeetallrequirementsoutlinedintheTransportation DevelopmentAgency(TDA)Grantincludingbutnotlimitedtothebillingandpayment forgrantfundedportionsoftheprojectpaidonaprevailingwagescaleasrequiredby thegrantagency.Invoicesshallindicateeligibleandineligibleprojectcosts. 6.7TheFacilitieswillbeconstructedandinstalledattheSiteincompliance withtheapprovedPlansandTDAgrantrequirements.Anyconditionsrelatingtothe manner,method,designandconstructionoftheFacilitiesestablishedundertheCITY’s approvalprocesswillbeconditionsofthisSection6.7asiftheywerestatedand otherwisefullyincorporatedinthisAgreement.Uponthecompletionofconstruction andinstallation,theFRIENDS’sprojectmanagerfortheFacilitieswillsubmittothe CITY’sManager,OpenSpace,ParksandGolfDivision,acertificateofinspection, verifyingthattheconstructionandinstallationwerecompletedinconformancewith Title24oftheCaliforniaCodeofRegulations. 6.8ForthepurposesofthisAgreement,theFacilitieswillbedeemed completedatthetimeallofthefollowinghaveoccurred: 140513 sdl 00710337B 8 6.8.1TheCITY’Slandscapearchitecthasdeliveredastatement,inwriting,to theCITY,statingthattheFacilitieshavebeensubstantiallycompletedinaccordance withthePlans; 6.8.2TheFRIENDShasobtainedallnecessaryCITYinspectionsofandapprovals fortheFacilities; 6.8.3TheParties’representativeshaveinspectedtheFacilities,andallmajor defectsandincompleteitemsthatmateriallyimpairtheuseoftheSiteintheParkhave beenremediedanda“punchͲlist”ofminordefectshasbeenpreparedforpromptrepair andcompletionbytheFRIENDS; 6.8.4AlltrashandgarbagehasbeenremovedfromtheSite; 6.8.5TheCITYhasconfirmed,inwriting,thattheFRIENDShascompliedwith theprovisionsofthisSection6.8,includingsubsections6.8.1through6.8.6,andfinal acceptancebytheCITYhasbeenissued.AsaconditionprecedenttotheCITY’s acceptanceoftheFacilities,theFRIENDSwillcompletethe“punchͲlist”itemswithina reasonabletimebutbynolaterthanthirty(30)daysaftertheCITYhasmadea preliminarydeterminationthattheFacilitiesisdeemedcompleted;and 6.8.6Concurrentlywiththeconfirmation,inwriting,bytheCITYtothe FRIENDSthattheCITYhasacceptedtheFacilitiesandtheFRIENDShasmadetheSite andthePlaygroundavailabletotheCITYforusebythepublicaftersubstantial completionofconstruction.Theconstructioncontractenteredintobetweenthe FRIENDSandtheFRIENDS’generalcontractorshallprovidethatthegeneralcontractor’s guaranteeshallbeforthedirectandimmediatebenefitoftheFRIENDSandtheCITY jointly,andshallguarantee,inwriting,thatthework,materials,apparatus,equipment andworkmanshipthathavebeenperformed,used,installedorotherwiseincorporated intheFacilitiesarefreeofdefects,andtheFRIENDS’generalcontractor,atitssolecost andexpense,shallagreetorepairorreplaceanydefectivework,materials,apparatus, orequipmentorworkmanshipwhichisdiscoveredbytheFRIENDSortheCITYwithin one(1)yearfromthedateofsubstantialcompletionoftheFacilities. 7.MAINTENANCEANDREPAIRS 7.1TheFRIENDS,atitssolecost,willmaintaintheSiteandtheFacilities duringtheTerminacleanandsafemannertothecompletesatisfactionoftheCITYand incompliancewithallapplicablelaws.TheFRIENDSwillprovideapprovedcontainers fortrashandgarbagegeneratedattheSiteandarrangefortheirdisposal.TheCITY reservestherighttoenterandinspecttheSiteforcompliancewiththismaintenance requirementandapplicablesafetyrequirements.TheFRIENDSwillberesponsiblefor anydamagetotheSiteortheFacilitiesthatarisesinconnectionwiththeconstruction andinstallationactivitiesattheSite.TheCITYwillberesponsibleforthepreͲexisting 140513 sdl 00710337B 9 conditionofanyutilitiesattheSiteatthecommencementofconstructionand installationinadditiontotheresponsibilitiesoftheCITY,asdescribedinSection1.3. 7.2IftheFRIENDSfailtoproperlymaintaintheSite,thentheCITYmaynotify theFRIENDS,inwriting,ofsuchfailure.TheFRIENDSwillbeaffordedareasonable periodoftimeinordertobringtheSitetoacleanandsafecondition.TheCITY,atits option,mayelecttoenforceitsrightsandremedies,including,withoutlimitation, enteringtheSitetoensurethesafetyofallpersonsandpropertythereon. 7.3TheobligationoftheFRIENDStomaintainandrepairtheSiteandthe FacilitieswillterminateupontheCITY’sacceptanceoftheFacilitiespursuanttoSection 6.8.6.TheCITYthereafterwillmaintainandrepairtheSiteinaccordancewiththe standards,customsandpracticesoftheCITYpertainingtoitsmaintenanceandrepairof propertyownedorcontrolledbytheCITY. 8.ASͲBUILTDRAWINGS 8.1UponthecompletionofconstructionandinstallationoftheFacilities,the FRIENDSwillprovidetheCITY’sDirectorofPublicWorkswithacompletesetof electronicAutoCADdrawingsand24”by36”3ͲmilMylar®reproducible“asbuilt”Plans, reflectingtheactualconstructionandinstallationoftheFacilitiesperformedorcaused tobeperformedbytheFRIENDSattheSitepursuanttothisAgreement. 9.OWNERSHIPOFFACILITIES 9.1TheFRIENDScovenantsthattheFacilitieswillbefreeandclearofall liens,claimsorliabilityforlaborormaterialsatthetimeofcompletionofthe constructionandinstallationthereof.TheFRIENDSwillexecuteaquitclaimdeedor otherdocumentacceptabletotheCITYtoreflectthetransfertotheCITYofthe FRIENDS’ownership,ifany,oftheFacilitiesandallrights,titleandintereststherein. 10.UTILITYSERVICE 10.1TheFRIENDSwillberesponsibleforpayingforallutilityservices, including,withoutlimitation,electric,water,andwastewaterservices,tobeprovidedat theSite,asmorefullydescribedinExhibit“B”,whichtheFRIENDSrequiresinorderto constructandinstalltheFacilitiesandtheotherimprovementsattheSite.Inthe constructionandinstallationoftheFacilitiesandotherimprovements,theFRIENDSwill notcausedamagetotheCITY’sutilitiesattheSiteorthePark.TheFRIENDSwillbeliable fortherepairorreplacementcostsoftheCITY’sutilitiesattheSiteortheParkthatare damagedbytheFRIENDS(includinganypersonhiredorusedbytheFRIENDS)in connectionwiththeconstructionandinstallationoftheFacilitiesandother improvements.TherepairorreplacementcostswillbepayableondemandoftheCITY. TheobligationsoftheFRIENDSunderthisSection10.1willterminateupontheCITY’s finalacceptanceoftheFacilitiespursuanttoSection6.8. 140513 sdl 00710337B 10 11.INSURANCE 11.1TheFRIENDS,itsconsultants,agentsand/orgeneralcontractors,ifany,at theirsolecostandexpense,willobtainandmaintainduringtheTermtheinsurance coveragedescribedinExhibit“D”,insuringnotonlytheFRIENDSanditsconsultantsand contractors,respectively,butalsowiththeexceptionofworkerscompensation, employer’sliabilityandprofessionalliabilityinsurance,namingtheCITYasanadditional insuredconcerningtheFRIENDS’performanceunderthisAgreement. 11.2AnydeductiblesorselfͲinsuredretentionsmustbedeclaredtoand approvedbytheCITY.AttheoptionoftheCITYeither:theinsurershallreduceor eliminatesuchdeductiblesorselfͲinsuredretentionsasrespectstheCITY,itselectedor appointedofficials,officers,employees,andvolunteers;ortheFRIENDSshallprocurea bondguaranteeingpaymentoflossesandrelatedinvestigations,claimadministration anddefenseexpenses.Theinsuranceshallremaininfullforceandeffectduringthe Term,commencingontheEffectiveDateandendingontheterminationofthis Agreement.EachinsurancepolicyrequiredbythisAgreementshallcontainthe followingclauses: (a) "Eachinsurancepolicyrequiredbythisclauseshallbeendorsedto statethatcoverageshallnotbesuspended,voided,canceledby eitherparty,reducedincoverageorinlimitsexceptafterthirty (30)days'priorwrittennoticebycertifiedmail,returnreceipt requested,hasbeengiventotheCITY." (b) "AllrightsofsubrogationareherebywaivedagainsttheCITYOF PALOALTOanditselectedandappointedofficials,officersor employees,whenactingwithinthescopeoftheiremploymentor appointment." (c)"TheCITYOFPALOALTOisnamedasalosspayeeontheFacilities andbuilders’riskinsurancepoliciesdescribedabove." (d) "TheCITYOFPALOALTO,itselectedandappointedofficials, officers,employees,agentsandvolunteersaretobecoveredas insuredsasrespects:liabilityarisingoutofactivitiesperformedby oronbehalfoftheFRIENDS;productsandcompletedoperations oftheFRIENDS;premisesowned,occupiedorusedbythe FRIENDS;orautomobilesowned,subleased,hiredorborrowedby theFRIENDS.Exceptforthewaiverofsubrogationcontainedin Section11.4,thecoverageshallcontainnospeciallimitationson thescopeofprotectionaffordedtotheCITY,itselectedand appointedofficials,officers,employees,agentsorvolunteers." 140513 sdl 00710337B 11 (e) "ForanyclaimsrelatedtothisAgreement,theFRIENDS'insurance coverageshallbeprimaryinsuranceasrespectstheCITYOFPALO ALTO,itselectedandappointedofficials,officers,employees, agentsandvolunteers.AnyinsuranceorselfͲinsurance maintainedbytheCITY,itselectedandappointedofficials, officers,employees,agentsorvolunteersshallbeexcessofthe FRIENDS'insuranceandshallnotcontributewithit." (f) "Anyfailuretocomplywithreportingorotherprovisionsofthe policiesincludingbreachesofwarrantiesshallnotaffectcoverage providedtotheCITYOFPALOALTO,itselectedandappointed officials,officers,employees,agentsorvolunteers." (g) "TheFRIENDS’insuranceshallapplyseparatelytoeachinsured againstwhomaclaimismadeorsuitisbrought,exceptwith respecttothelimitsoftheinsurer'sliability." 11.3AllinsurancerequiredoftheFRIENDS,itsconsultantsand/orgeneral contractorsbythisAgreementwillbeprovidedbyinsurercarrierswithacurrentA.M. Best'sratingofnotlessthanAͲ:VII.TheFRIENDSwilldepositorwillcausetobe depositedwiththeCITY,onorbeforetheEffectiveDate,certificatesofinsurance necessarytosatisfytheCITYthattheseinsuranceprovisionshavebeencompliedwith, andtokeepsuchinsuranceineffectandthecertificatesthereforondepositwiththe CITYduringtheTerm.IftheFRIENDSdoesnotprovideevidenceofcoverageatleast thirty(30)dayspriortotheexpirationofanyexistinginsurancecoverage,theCITYmay purchasesuchinsurancecoveragefornotmorethanasixͲmonthperiod,onbehalfof andatthesolecostandexpenseoftheFRIENDS.TheCITYretainstherighttoreview thecoverage,form,andamountoftheinsurancecoveragerequiredbythisAgreement andrequiretheFRIENDStoalterthecoverage,asappropriate.TheCITY'srequirements shallbereasonableandshallbedesignedtoassureprotectionfromandagainstthekind andextentofriskwhichexistsatthetimeachangeininsuranceisrequired.Afailureby theFRIENDSortheFRIENDS’generalcontractortoprovideacceptableinsurancepolicies orcertificateswiththeCITYincorporatingsuchchangeswithinthirty(30)daysofreceipt ofsuchnoticewillconstituteadefaultunderthisAgreement.Suchdefaultwill constituteamaterialbreachandshallbegroundsforterminationofthisAgreementby theCITY.Theprocuringofsuchrequiredinsurancewillnotbeconstruedtolimitthe FRIENDS’liabilityhereunderortofulfilltheindemnificationprovisionandrequirements ofthisAgreement.Notwithstandingthepolicyorpoliciesofinsurance,theFRIENDS shallbeobligatedforthefullandtotalamountofanydamage,injury,orlossoccurring duringtheTermthatiscausedbytheFRIENDSoritslandscapearchitect,general contractor,ordesignprofessionals,orconnectedwiththisAgreementorwithuseor occupancyoftheSitebytheFRIENDSoritslandscapearchitect,contractors,ordesign professionals. 140513 sdl 00710337B 12 11.4AllrightsofsubrogationareherebywaivedbytheCITYagainstthe FRIENDSanditsmanagers,members,employees,andagentswhenanyofthemisacting onbehalfoftheFRIENDSintheperformanceofthisAgreement. 12.INDEMNITY 12.1TheFRIENDSwillprotect,defend,indemnifyandholdharmlesstheCITY, itselectedandappointedofficials,officers,employeesandrepresentatives,fromany andalldemands,claims,damage,lossorliabilityofanynature,includingdeathofor injurytopersons,propertydamageoranyotherloss,causedbyorarisingoutofthe FRIENDS’oranyofitslandscapearchitect’s,agents’orcontractor’snegligentacts, errors,oromissions,orwillfulmisconduct,intheperformanceoforfailuretoperform itsobligationsunderthisAgreement.TheforegoingindemnityobligationoftheFriends shallexpireandbeofnofurtherforceoreffectupontheconfirmation,inwriting,bythe CITYthattheCITYhasacceptedtheFacilities,exceptforanypendingclaimsmade,in writing,thatarereceivedbytheFRIENDS,theFRIENDS’generalcontractor,ortheCITY priortosuchacceptance. 13. WAIVER 13.1ThewaiverbyeitherPartyofanybreachorviolationofanycovenant, term,orconditionofthisAgreementoroftheprovisionsofanyparkimprovement ordinanceorotherCITYlawwillnotbedeemedtobeawaiverofanysuchcovenant, term,condition,orordinanceorofanysubsequentbreachorviolationofthesameor anyothercovenant,term,condition,orordinance.Thesubsequentacceptanceby eitherPartyofanyconsiderationwhichmaybecomedueorpayablehereunderwillnot bedeemedtobeawaiverofanyprecedingbreachorviolationbytheotherPartyofany othercovenant,term,orconditionofthisAgreementoranyordinance. 14. ASSIGNMENT 14.1TheFRIENDSwillnotassign,transfer,orconveythisAgreementwithout theexpresswrittenapprovaloftheCITY,andanysuchassignment,transferor conveyancewithouttheapprovaloftheCITYwillbevoidandinsuchevent,attheCITY’s option,thisAgreementmaybeterminateduponnoticetotheFRIENDS. 15. DEFAULT;REMEDIESFORDEFAULT 15.1ExceptasotherwiseprovidedunderthisAgreement,shouldtheFRIENDS defaultintheperformanceofanycovenant,termorconditioncontainedinthis Agreementandsuchdefaultisnotcorrectedwithinthirty(30)daysofreceiptofanotice ofdefaultfromtheCITY,theCITYmayelecttoenforceanyofthefollowingrightsand remedies:(a)terminatethisAgreementandallrightsoftheFRIENDSanditsconsultants andcontractors,ifany;(b)cureanydefaultoftheFRIENDSbyperformanceofanyact, includingpaymentofmoney,andthecostandexpensethereof,plusallreasonable 140513 sdl 00710337B 13 administrativecosts,willbecomeimmediatelydueandpayablebytheFRIENDStothe CITY;(c)initiateanactionorsuitinlaworequitytoenjoinanyactswhichmaybe unlawfulorinviolationoftherightsoftheCITYhereunder;or(d)pursueanyotherright orremedyasmaybeprovidedinthisAgreement. 15.2Intheeventofadefaultwhichcannotreasonablybecuredwithinthirty (30)days,theFRIENDSshallhaveareasonableperiodoftimetocurethedefault.The remediesgiventotheCITYhereunder,orbyanylawnoworhereafterenacted,are cumulativeandtheexerciseofonerightorremedyshallnotimpairtherightoftheCITY toexerciseanyorallotherremedies.Incaseanysuit,actionorproceedingtoenforce anyrightorexerciseanyremedyshallbebroughtortakenandthendiscontinuedor abandoned,then,andineverysuchcase,thePartieswillberestoredtotheirformer positions,rightsandremediesasifnosuchsuit,actionorproceedingshadbeenbrought ortaken. 16.NOTICES 16.1Allnotices,requestsandapprovalsbyaPartywillbegiven,inwriting,and deliveredbypersonalservice,theUnitedStatesPostalService,expressdeliveryservice, orfacsimiletransmission,asfollows: TOCITY:CityofPaloAlto 1305MiddlefieldRoad PaloAlto,CA94301 Phone:(650)463Ͳ4951 Fax:(650)321Ͳ5612 EͲMail:Greg.Betts@CityofPaloAlto.org ATTN:Director COPY:CityofPaloAlto P.O.Box10250 PaloAlto,CA94303 EͲmail:Brad.Eggleston@CityofPaloAlto.org ATTN:AssistantDirector TOFRIENDS:FriendsoftheMagicalBridge,LLC 416Fulton PaloAlto,CA94301 Phone:(650)380Ͳ1557 EͲmail:olenka@magicalbridge.org ATTN:OlenkaVillareal 17.MISCELLANEOUSPROVISIONS 17.1ThisAgreementwillbegovernedbyandconstruedinaccordancewith thelawsoftheStateofCaliforniaandtheCharteroftheCityofPaloAltoandthePalo 140513 sdl 00710337B 14 AltoMunicipalCode.ThePartieswillcomplywithallapplicablefederal,stateandlocal lawsintheexerciseoftheirrightsandtheperformanceoftheirobligationsunderthis Agreement. 17.2AllprovisionsofthisAgreement,whethercovenantsorconditions,willbe deemedtobebothcovenantsandconditions. 17.3ThisAgreementrepresentstheentireagreementbetweentheParties andsupersedesallpriornegotiations,representationsandcontracts,writtenororal. ThisAgreementmaybeamendedbyaninstrument,inwriting,signedbytheParties. ThisAgreementmaybeexecutedinanynumberofcounterparts,eachofwhichwillbe anoriginal,butallofwhichtogetherwillconstituteoneandthesameinstrument. 17.4AllexhibitsreferredtointhisAgreementarebysuchreferences incorporatedinthisAgreementandmadeaparthereof.Thefollowingexhibitsare madeapartofthisAgreement: Exhibit“A”ͲDescriptionoftheSiteandPathwayimprovements Exhibit“B”ͲConstructionandInstallationSchedulefortheFacilities Exhibit“C”ͲItemizedBudgetfortheFacilities Exhibit“D”ͲInsuranceRequirements 17.5UponrequestoftheCITY,theFRIENDSwillfurnishtotheCITYforits reviewandapprovalcopiesofitsarticlesoforganization,operatingagreement,and otherinformationrelatingtoitsorganizationstatus. 17.6ThisAgreementissubjecttothefiscalprovisionsoftheCharterofthe CityofPaloAltoandthePaloAltoMunicipalCode.Thisprovisionwilltakeprecedence intheeventofaconflictwithanyothercovenant,termorconditionofthisAgreement. 17.7ThePartiesagreethatthenormalruleofconstructiontotheeffectthat anyambiguityistoberesolvedagainstthedraftingpartywillnotbeemployedinthe interpretationofthisAgreementoranyamendmentorExhibithereto. // // // 140513 sdl 00710337B 15 INWITNESSWHEREOF,thePartiesbytheirdulyauthorizedrepresentativeshave executedthisAgreementasoftheEffectiveDate. APPROVEDASTOFORM: CITYOFPALOALTO ________________________________________________________________ SeniorAsst.CityAttorney CityManager APPROVED:FRIENDSOFTHEMAGICALBRIDGELLC _________________________________________________________________ DirectorofAdministrativeServicesMember _________________________________________________________________ DirectorofCommunityServicesMember 140513 sdl 00710337B 16 EXHIBIT“A” DESCRIPTIONOFTHESITEANDPATHWAYIMPROVEMENTS 140513 sdl 00710337B 17 EXHIBIT“B” CONSTRUCTIONANDINSTALLATIONSCHEDULEFORTHEFACILITIES PHASES1AND2 Ex h i b i t B Co n s t r u c t i o n Sc h e d u l e Ͳ Ma g i c a l Br i d g e Ju n e Ju l y Au g u s t Se p t e m b e r O c t o b e r Ph a s e 1 De m o l i t i o n Gr a d i n g Dr a i n a g e El e c t r i c a l Ma s o n r y Fe n c i n g &Ra i l i n g Pl a y Su r f a c i n g Pl a y Eq u i p m e n t La n d s c a p i n g Ph a s e 2 Ma s o n r y El e c t r i c a l Pl a y Su r f a c i n g Pl a y Eq u i p m e n t La n d s c a p i n g 140513 sdl 00710337B 18 EXHIBIT“C” ITEMIZEDBUDGETFORTHEFACILITIES PHASES1AND2 ExhibitC MagicalBridgePlaygroundͲProjectBudgetReview Amount PLAYGROUNDDESIGN&CONSTRUCTIONCOSTS(forworkmanagedbyFriends) Design&StructuralServices$323,436.00 TDAGrantwork(PrevailingWage) $132,677.00 PlaygroundZones Spinning $234,739.00 Swinging$246,626.00 SlideMound$411,852.00 TotArea $143,449.00 Picnic$194,225.00 Music$93,767.00 Entry$132,255.00 PlayhouseandElevatedWalks $618,083.00 GeneralSiteWork$815,708.00 TOTALCONSTRUCTIONCOSTS:$3,346,817.00 10%CONSTRUCTIONCONTINGENCY:$334,681.70 TOTALCONSTRUCTIONBUDGETCOSTS:$3,681,498.70 FUNDING DonationfromFriends(includingequipment) $3,164,346.70 DonatedDesignandStructuralServices $234,475.00 TDAGrant $82,712.00 CIPPEͲ12013funds(TDAmatchingfunds) $49,965.00 CountyGrantFunding $150,000.00 TOTAL:$3,681,498.70 FRIENDDONATEDFUNDSDEPOSITS/PURCHASES PurchasePlayequipment:$342,876.00 Deposit#1: $2,500,000.00 Deposit#2: $321,470.70 TOTAL:$3,164,346.70 CITYFUNDSPaidToDateAmountRemaining DesignContract(RHAArevised1/14) $160,000.00 $155,361.10 $4,638.90 Reimbursable$10,000.00 $206.10 $9,793.90 AddServices$10,000.00 $0.00 $10,000.00 TDAMatchfundingfromCIP $49,965.00 $0.00 $49,965.00 Testing $15,000.00 $9,267.90 $5,732.10 %forArt$30,000.00 $0.00 $30,000.00 ProjectCosts(printing,postageetc.)$10,000.00 $3,183.26 $6,816.74 RemainingAmount$15,035.00 $0.00 $15,035.00 TOTAL:$300,000.00 $168,018.36 $131,981.64 BAOͲAMOUNTREQUESTED FundingprovidedbytheFriends $2,821,470.70 TDAGrant: $82,712.00 CountyGrantFunding: $150,000.00 TOTAL:$3,054,182.70 CurrentAmountinCIPforconstructionpurposes:Ͳ$1,000,000.00 TOTALBAOREQUESTED:$2,054,182.70 140513 sdl 00710337B 19 EXHIBIT “D” INSURANCE REQUIREMENTS THE FRIENDS AND/OR ITS GENERAL CONTRACTOR, AT ITS SOLE EXPENSE, SHALL DURING THE TERM OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH A BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY-DAY ADVANCE NOTICE TO THE CITY OF A CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY – SEE SECTION , SAMPLE AGREEMENT FOR SERVICES. II. SUBMIT CERTIFICATE(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE, OR COMPLETE THIS SECTION AND IV THROUGH V, BELOW. A. NAME AND ADDRESS OF COMPANY AFFORDING COVERAGE (NOT AGENT OR BROKER): B. NAME, ADDRESS, AND PHONE NUMBER OF YOUR INSURANCE AGENT/BROKER: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION AUTOMOBILE LIABILITY STATUTORY STATUTORY YES COMPREHENSIVE 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 COMPREHENSIVE AUTOMOBILE LIABILITY, INCLUDING, 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: PROPOSER, 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 PROPOSER AND ITS SUBCONSULTANS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSURES CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. 140513 sdl 00710337B 20 C. POLICY NUMBER(S): D. DEDUCTIBLE AMOUNT(S) (DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL): III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSURES” 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 INSURES. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSURES UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. IV. UNDERSIGNED CERTIFIES THAT THE FRIENDS’ INSURANCE COVERAGE MEETS THE ABOVE REQUIREMENTS: THE INFORMATION HEREIN IS CERTIFIED CORRECT BY SIGNATURE(S) BELOW. Firm: _______________________________________________________________________ Signature: _________________________________________________________ Name: _________________________________________________________ (Print or type name) Signature: _________________________________________________________ Name: _________________________________________________________ (Print or type name) NOTICES SHALL BE MAILED TO: PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303. Attachment C ORDINANCE NO. ORDINANCE OF THE COUNCIL OF THE CITY OF PALO ALTO AMENDING THE BUDGET FOR FISCAL YEAR 2014 TO ACCEPT A DONATION IN THE TOTAL AMOUNT OF $2,821,471 FROM THE FRIENDS OF THE MAGICAL BRIDGE, LLC, AND RECOGNIZE A TRANSPORTATION DEVELOPMENT ACT GRANT FROM THE METROPOLITAN TRANSPORTATION COMMISSION IN THE TOTAL AMOUNT OF $82,712. FINALLY, INCREASES TO THE APPROPRIATIONS FOR THE MAGICAL BRIDGE PLAYGROUND (PG- 12006; $1,874,183) AND THE ART IN PUBLIC PLACES (AC- 86017; $30,000) CAPITAL PROJECTS ARE PROVIDED. The Council of the City of Palo Alto does ordain as follows: SECTION 1. The City Council of the City of Palo Alto finds and determines as follows: A. Pursuant to the provisions of Section 12 of Article III of the Charter of the City of Palo Alto, the Council on June 10, 2013 did adopt a budget for Fiscal Year 2014; and B. On July 18, 2011, Council approved a letter of intent between the City and the Friends of the Magical Bridge, LLC to begin design of the Magical Bridge Playground (CMR:1855).The letter of intent included language capping the City’s contribution to this project at $300,000; and C. In Fiscal Year 2012, the City Council adopted a budget for CIP Project PG- 12006, Magical Bridge Playground (Project), with an initial appropriation of $1,300,000 for the design ($300,000) and construction ($1,000,000) of the project; and D. Pending City Council approval on May 19, 2014, the City Council will enter into a limited-term agreement with the Friends of the Magical Bridge, LLC (Friends) for improvements located within Mitchell Park, including the installation of new paving, playground equipment, playhouse, stage,water fountain, site amenities, landscaping and other improvements consistent with the Park Improvement Ordinance, also to be considered by the City Council on May 19, 2014. Under the terms of the agreement, the Friends will deposit accumulated donations for the Project of $2,821,470 into a City-designated account. The Friends funds are matched with the $300,000 in Capital Improvement Project funds that Council approved for the CIP Project PG-12006 in Fiscal Year 2012 for preliminary design, project scoping and bridge assessment; and E. The total estimated cost of the Project is $3,681,498 which includes all aspects of the construction outlined in the Park Improvement Ordinance as well as donated equipment and design/structural services. F. The appropriation of funds for CIP Project PG-12006, Magical Bridge Playground, is a one-time event, and in future years maintenance and replacement costs will be included in the Community Services Department’s budget; and G. City Council authorization is needed to amend the Fiscal Year 2014 budget as hereinafter set forth. SECTION 2. Donation revenue from the Friends of the Magical Bridge, LLC of Two Million eight hundred and twenty one thousand, four hundred and seventy one dollars ($2,821,471) and Transportation Development Act grant revenue from the Metropolitan Transportation Commission in the amount of eighty two thousand seven hundred and twelve dollars ($82,712) is hereby received. SECTION 3. The Magical Bridge Playground (PG-12006) capital project is hereby increased by One Million eight hundred and seventy four thousand one hundred and eighty three dollars ($1,874,183), and the Art in Public Places (AC-86017) capital project is hereby increased by Thirty thousand dollars ($30,000). SECTION 4. As specified in Section 2.28.080(a) of the Palo Alto Municipal Code, a two-thirds vote of the City Council is required to adopt this ordinance. SECTION 5. As provided in Section 2.04.330 of the Palo Alto Municipal Code, this ordinance shall become effective upon adoption. SECTION 6. The primary environmental issues addressed in the Initial Study include: air quality, biologic resources, and cultural resources. A Mitigated Negative Declaration has been prepared, pursuant to the California Environmental Quality Act (CEQA). INTRODUCED AND PASSED: AYES: NOES: ABSTENTIONS: ABSENT: ATTEST: City Clerk APPROVED AS TO FORM: APPROVED: Mayor City Attorney City Manager Director, Community Services Department Director of Administrative Services Magical Bridge Playground Project Page 1 Initial Study Magical Bridge Playground Project Initial Study City of Palo Alto 250 Hamilton Ave. Palo Alto, CA 94303 April 2014 Attachment D Magical Bridge Playground Project Page 2 Initial Study ENVIRONMENTAL CHECKLIST City of Palo Alto Department of Planning and Community Environment TABLE OF CONTENTS I. PROJECT DESCRIPTION .............................................................................................. 3 II. ENVIRONMENTAL CHECKLIST AND DISCUSSION OF IMPACTS ................... 10 A. AESTHETICS ....................................................................................................... 12 B. AGRICULTURAL AND FOREST RESOURCES .............................................. 13 C. AIR QUALITY ...................................................................................................... 15 D. BIOLOGICAL RESOURCES ............................................................................... 19 E. CULTURAL RESOURCES .................................................................................. 27 F. GEOLOGY, SOILS AND SEISMICITY .............................................................. 32 G. GREENHOUSE GAS EMISSIONS ..................................................................... 35 H. HAZARDS AND HAZARDOUS MATERIALS ................................................. 36 I. HYDROLOGY AND WATER QUALITY .......................................................... 38 J. LAND USE AND PLANNING ............................................................................ 42 K. MINERAL RESOURCES ..................................................................................... 44 L. NOISE .................................................................................................................... 44 M. POPULATION AND HOUSING ......................................................................... 47 N. PUBLIC SERVICES ............................................................................................. 48 O. RECREATION ...................................................................................................... 49 P. TRANSPORTATION AND TRAFFIC ................................................................ 50 Q. UTILITIES AND SERVICE SYSTEMS .............................................................. 53 R. MANDATORY FINDINGS OF SIGNIFICANCE ............................................... 55 III. SOURCE REFERENCES .............................................................................................. 57 IV. DETERMINATION ....................................................................................................... 58 Magical Bridge Playground Project Page 3 Initial Study ENVIRONMENTAL CHECKLIST Department of Planning and Community Environment PROJECT DESCRIPTION 1. PROJECT TITLE Magical Bridge Playground Project 2. LEAD AGENCY NAME AND ADDRESS City of Palo Alto Department of Planning and Community Environment 250 Hamilton Ave. Palo Alto, CA 94303 3. CONTACT PERSON AND PHONE NUMBER Jodie Gerhardt, AICP (650) 329-2575 jodie.gerhardt@cityofpaloalto.org 4. PROJECT SPONSOR’S NAME AND ADDRESS Elizabeth Ames Public Works Department City of Palo Alto 250 Hamilton Avenue Palo Alto, CA 94302 (650) 329-2502 Environmental Consultant Name and Address:LSA Associates, Inc. 157 Park Place Point Richmond, CA 94801 (510) 236-6810 5. APPLICATION NUMBER 14PLN-00078 6. PROJECT LOCATION The project site is located within the southeast portion of J. Pearce Mitchell Park (Mitchell Park), an existing 21-acre City park located at 600 East Meadow Drive in the City of Palo Alto (City), Santa Clara Magical Bridge Playground Project Page 4 Initial Study County, California. The project area is bounded by Mitchell Park to the north and west, existing tennis courts and Abilities United1 to the east, and Herbert Hoover Elementary School and the Universalist Unitarian Church to the south. Figures 1 and 2 show the Regional Location and Project Site Location, respectively. 7. GENERAL PLAN DESIGNATION The project area is designated as a Public Park in the Palo Alto 1998 – 2010 Comprehensive Plan. This land use designation includes open lands whose primary purpose is active recreation and whose character is essentially urban. 8. ZONING The project area is zoned PF, Public Facilities. The PF, Public Facilities district is designed to accommodate governmental, public utility, educational, and community service or recreational facilities. The project will not result in a change of use and does not conflict with the existing zoning. 9. PROJECT DESCRIPTION The City of Palo Alto in collaboration with the community non-profit group ‘Friends of the Magical Bridge’ have formed a partnership to design and build a playground in Mitchell Park, an existing City of Palo Alto park. The proposed playground is intended to be inclusive of everyone in the community, including older adults and those with physical, visual, and hearing impairments. In July of 2011, the City Council of Palo Alto formally signed a letter of intent with the Friends of the Magical Bridge in which the design, construction package and bidding for the playground would be completed by January 2015. Existing Conditions The project site is an underutilized piece of land in the southeast corner of Mitchell Park that was originally designated as an archery range. Adobe Creek arcs around the project site forming the western and northern boundaries and separating the area from the remainder of the park. The southern boundary is a chain link fence with a hedge row of mature blue gum eucalyptus trees. Three tennis courts are located in the southeast corner of the project site. No changes to the existing tennis courts are proposed. The proposed development area encompasses approximately 34,130 square feet (0.8 acres).2 Access to the site is provided by a major pathway that enters the site in the southeast corner, parallels the existing tennis courts and crosses over Adobe Creek via an existing arched, glued laminated timber (glulam)3 bridge to connect to the greater area of Mitchell Park. The existing bridge approaches have slopes up to 12 percent, which exceed the Americans with Disabilities Act (ADA) accessibility standard of 8.33 percent. In addition, an evaluation of the existing bridge (EndreStudio 2012) identified some deterioration of the physical condition of the wood and steel elements of the bridge. Overall, with the exception of the bridge approaches, the project site is flat. As part of the proposed project, the existing bridge would be removed and replaced with an ADA-compliant structure. 1 Abilities United is a non-profit organization that serves those with developmental and physical disabilities. 2 The total development area does not include the existing tennis courts as no changes to the courts are proposed. 3 Glued laminated timber, also called Glulam, is a type of structural timber product composed of several layers of dimensioned timber bonded together with durable, moisture-resistant adhesives. Project Site San Rafael Cupertino 1 Woodacre Morgan HillBoulder Creek Bethel Island Brentwood Santa Cruz SANTA CRUZ17 Ben Lomond Felton Gilroy 101 MONTEREY SAN BENITO MARIN 205 80 380 680 580 580 880 280 101 101 101 101 35 84 82 92 4 1 82 85 4 San Francisco San Jose Oakland Fremont Sunnyvale Hayward Concord Berkeley Alameda LivermorePleasanton San Leandro Union City Walnut Creek Daly City Redwood City San Mateo Palo Alto Santa Clara Antioch Pittsburg Richmond Lafayette Danville Newark Martinez San Ramon Tracy Campbell ALAMEDA CONTRA COSTA SAN MATEO SANTA CLARA SOURCE: StreetMap North America (2009). I:\RHA1201\GIS\Maps\Figure1_Regional Location.mxd (8/9/2012) FIGURE 1 Magical Bridge Playground Project Regional Location 0510 MILES 16 0 P: \ R H A 1 2 0 1 \ g \ F i g u r e 2 _ P r o j e c t S i t e . c d r ( 0 8 / 0 8 / 2 0 1 2 ) Pr o j e c t S i t e FI G U R E 2 Pr o j e c t S i t e SO U R C E : E n d e s S t u d i o , R H A A ( 0 6 / 0 6 / 2 0 1 2 ) FE E T 80 0N Ma g i c a l B r i d g e P l a y g r o u n d P r o j e c t LE G E N D Magical Bridge Playground Project Page 7 Initial Study The project site currently supports irrigated lawn, ornamental trees and shrubs, a segment of the Adobe Creek channel with a small amount of associated riparian vegetation, and existing park infrastructure (e.g., tennis courts, and bicycle/pedestrian paths). In addition to the eucalyptus trees bordering the site on the south and east, the project site supports several mature stone pines, cork oaks, evergreen ash, Raywood ash, and shrubby yews. The arborist report4 prepared for the proposed project recommends removal of a total of twelve (12) trees including: five Italian stone pines, five blue gum eucalyptus, one holly oak and one Raywood ash. According to the arborist report, nine of these trees have poor suitability for preservation due to poor health or structural defects (e.g., heavy and/or bowed stems, heavy lateral limbs, and wood decay). One eucalyptus tree would be removed at the intersection of the pathway with the off-site path to improve sight lines. Another eucalyptus tree is recommended for removal due to its close proximity to the tot-lot play zone.5 Although the Raywood ash is not in poor condition, it is being suppressed by a neighboring evergreen ash, and is, therefore, recommended for removal in accordance with good management practices. The existing windmill palms in good condition will be relocated on the project site adjacent to the southern ramp of the bridge. Proposed Improvements Access. Visitors would approach the proposed playground from the north along the existing path and bridge over the Adobe Creek concrete channel (see Figure 3). ADA improvements to the access ramps on either side of the bridge will be performed as part of a grant project to bring the access of the bridge up to code. The renovation of the access ramps and pathway leading to Charleston Road are all part of a separate grant project with its own environmental review. Therefore, trail improvements are not included as part of this proposed project. The new bridge would be a prefabricated bridge structure consisting of metal railings with wood decking and would be designed to accommodate bicyclists and pedestrians and be ten (10) feet wide. As proposed, the bridge would clear span Adobe Creek, eliminating the need for construction work to be conducted within the creek channel. The bridge height would be approximately eight (8) feet above the existing grade to allow sufficient clearance for debris during peak flow periods. Once across the creek, visitors would either proceed on the twelve-foot wide pathway to the existing tennis courts (to remain), or enter the playground from an elevated pathway. Additional access to the playground would be available via the pathway at the southeast corner and from an adjacent private property at the northeast corner of the project site. Parking would be provided by the existing Mitchell Park parking lot, the future library parking lot, and limited on-street parking along Charleston Road (approximately 600 feet away from the playground site). Right-of-entry agreements between the City and the two adjacent property owners will be pursued to allow for easier access to the site during the temporary construction phase. Playground Improvements. The playground is divided into seven major use areas (see Figure 3). Five of these use areas would consist of play equipment installed on resilient matting including: swinging zone, spinning zone, sliding zone, tot-lot and music zone. The slide zone consists of a slide mound, approximately eight feet high, connected via the elevated pathway to the main portion of the playground. The sixth area is a picnic area located under the existing oak trees which also contains the two-story wood playhouse located off the elevated pathway. The seventh area consists of an open turf area on the opposite side of the main pathway outside of the main playground area and is intended to be used as an open play or as a picnic and/or retreat area. 4 HortScience, Inc. 2014. Arborist Report, Magical Bridge Playground, Palo Alto CA. Prepared for Royston, Hanamoto, Alley and Abey,Mill Valley, California. Prepared by HortScience, Inc. Pleasanton, California. 9 March.5 Construction of the playground will significantly impact the root zone of the tree and it’s canopy would overhang the playground which creates a potentially hazardous condition. Magical Bridge Playground Project Page 8 Initial Study Approximately 800 cubic yards of cut would be required for installation of paving, resilient matting and play structures. This material would be used to create the slide mound, raising the grade in that area by approximately eight feet. Existing concrete and asphalt would be removed and hauled off-site to an appropriate disposal facility. A total of 17,268 square feet of paved surface would be installed, as follows: Concrete (4 inches over 6-inch base rock) 9,348 square feet Resilient Matting (over 12-inch base rock) 7,830 square feet (pervious) Storm drainage from the proposed playground would be directed to catch basins and discharged via pipe into the existing storm drainage system. As described above, a total of twelve (12) existing trees would be removed and four (4) windmill palms would be relocated on site. A total of 20 additional trees would be planted in the Park as part of the proposed project. Pathway lighting would be installed on 10-foot poles within and surrounding the proposed playground. Lighting would have shielding to direct light downward into the project site and would be for security purposes not for night play. 10. SURROUNDING LAND USES AND SETTING The project area is located at the southeast corner of an existing City park and is surrounded primarily with existing park uses and community facilities, including tennis courts, Herbert Hoover Elementary School, Jane Lathrop Middle School, and Fairmeadows Elementary School. Abilities United bounds the site to the east and the Universalist Unitarian Church bounds the site to the south. As described above, the project site currently supports irrigated lawn, ornamental trees and shrubs, a segment of the Adobe Creek channel with a small amount of associated riparian vegetation, and existing park infrastructure (e.g., tennis courts and bicycle/pedestrian paths). Chain link fencing will remain and is located along the entire site perimeter, along the existing creek edge, on either side of the existing bridge and along the existing bike path. 11. OTHER PUBLIC AGENCY APPROVALS REQUIRED x City of Palo Alto Planning Department x Santa Clara County Water District (Permit to work over the Adobe Creek) ' ( ) * !+ ) , * , - . / % % Magical Bridge Playground Project Page 10 Initial Study ENVIRONMENTAL CHECKLIST AND DISCUSSION OF IMPACTS EVALUATION OF ENVIRONMENTAL IMPACTS 1) A brief explanation is required for all answers except "No Impact" answers that are adequately supported by the information sources a lead agency cites in the parentheses following each question. [A "No Impact" answer is adequately supported if the referenced information sources show that the impact simply does not apply to projects like the one involved (e. g. the project falls outside a fault rupture zone). A "No Impact" answer should be explained where it is based on project-specific factors as well as general standards (e. g. the project will not expose sensitive receptors to pollutants, based on a project-specific screening analysis).] 2) All answers must take account of the whole action involved, including off-site as well as on-site, cumulative as well as project-level, indirect as well as direct, and construction as well as operational impacts. 3) Once the lead agency has determined that a particular physical impact may occur, then the checklist answers must indicate whether the impact is potentially significant, less than significant with mitigation, or less than significant. Potentially Significant Impact” is appropriate if there is substantial evidence that an effect may be significant. If there are one or more “Potentially Significant Impact” entries when the determination is made, an EIR is required. 4) “(Mitigated) Negative Declaration: Less Than Significant With Mitigation Incorporated” applies where the incorporation of mitigation measures has reduced an effect from “Potentially Significant Impact” to a “Less than Significant Impact.” The lead agency must describe the mitigation measures, and briefly explain how they reduce the effect to a less than significant level (mitigation measures from Section 17, “Earlier Analysis,” may be cross-referenced). 5) Earlier analysis may be used where, pursuant to the tiering, program EIR, or other CEQA process, an effect has been adequately analyzed in an earlier EIR or negative declaration. Section 15063 (C)(3)(D). In this case, a brief discussion should identify the following: a) Earlier Analysis Used. Identify and state where they are available for review. b) Impacts Adequately Addressed. Identify which effects from the above checklist were within the scope of and adequately analyzed in an earlier document pursuant to applicable legal standards, and state whether such effects were addressed by mitigation measures based on the earlier analysis. c) Mitigation Measures. For effects that are “Less than Significant with Mitigation Measures Incorporated,” describe the mitigation measures which were incorporated or refined from the earlier document and the extent to which they address site-specific conditions for the project. 6) Lead agencies are encouraged to incorporate into the checklist references to information sources for potential impacts (e.g. general plans, zoning ordinances). Reference to a previously prepared or outside document should, where appropriate, include a reference to the page or pages where the statement is substantiated. 7) Supporting Information Sources: A source list should be attached, and other sources used or individuals contacted should be cited in the discussion. 8) The explanation of each issue should identify: a) the significance criteria or threshold, if any, used to evaluate each question; and b) the mitigation measure identified, if any, to reduce the impact to less than significance. Magical Bridge Playground Project Page 11 Initial Study DISCUSSION OF IMPACTS The following Environmental Checklist was used to identify environmental impacts, which could occur if the proposed project is implemented. The left-hand column in the checklist lists the source(s) for the answer to each question. The sources cited are identified at the end of the checklist. Discussions of the basis for each answer and a discussion of mitigation measures that are proposed to reduce potential significant impacts are included. Magical Bridge Playground Project Page 12 Initial Study A. AESTHETICS Issues and Supporting Information Resources Would the project: Sources Potentially SignificantIssues Potentially SignificantUnless Mitigation Incorporated Less Than SignificantImpact NoImpact a)Substantially degrade the existing visual character or quality of the site and its surroundings? 1,4,5,6 X b)Have a substantial adverse effect on a public view or view corridor?1, 5 X c)Substantially damage scenic resources, including, but not limited to, trees, rock outcroppings, and historic buildings within a state scenic highway? 1,4,5,7 X d)Violate existing Comprehensive Plan policies regarding visual resources? 1,2,3,5 X e)Create a new source of substantial light or glare which would adversely affect day or nighttime views in the area? 1,5 X f)Substantially shadow public open space (other than public streets and adjacent sidewalks) between 9:00 a.m. and 3:00 p.m. from September 21 to March 21? 1,5,8 X DISCUSSION: The proposed playground would be located within 21-acre Mitchell Park, which is developed for active and passive recreation uses. The project site consists of undeveloped land, with irrigated lawn, ornamental trees and shrubs, a segment of the Adobe Creek channel, and existing park infrastructure. The project site is surrounded by the existing park, public facilities (i.e., schools, church), and other urban development. The proposed project includes the construction of a playground, as well as associated circulation and landscaping improvements and replacement of the existing bridge structure over Adobe Creek. As part of the proposed project, approximately twelve (12) mature trees on the project site would be removed with four (4) trees relocated onsite adjacent to the southern ramp of the bridge. Approximately 20 new trees would be planted as part of the proposed landscaping. Pathway lighting would be installed on 10-foot poles with shielding to direct light downward into the project site. The proposed project would result in the addition of new structures within a currently undeveloped area of Mitchell Park, resulting in changes to the existing visual character of the site. a)Less Than Significant Impact. Development of the proposed project would result in a visual change to the project converting an unoccupied landscaped area to an actively-used playground. However, development of the project site as a playground would be in keeping with the overall character of Mitchell Park. Although twelve (12) of the existing trees would be removed, nine of these trees have been determined by a certified arborist to have poor suitability for preservation, two would be removed for safety concerns and one is recommended for removal based on good management practices6. None of the trees proposed for removal are considered “protected” according to the Palo Alto Municipal Code. As part of the proposed project, approximately 20 new trees would be planted. Implementation of the proposed project would not substantially degrade the quality or character of the project site, therefore, this impact is less than significant. 6 HortScience, Inc. 2014. Arborist Report, Magical Bridge Playground, Palo Alto CA. Prepared for Royston, Hanamoto, Alley and Abey,Mill Valley, California. Prepared by HortScience, Inc. Pleasanton, California. 9 March. Magical Bridge Playground Project Page 13 Initial Study b)Less Than Significant Impact. The project site is located in a flat area within Mitchell Park, resulting in a limited viewshed. Mature eucalyptus trees bordering the site on the south and east limit public views into the site. According to the City of Palo Alto Comprehensive Plan (Map L-4 Community Design Features), the nearest major view corridor is located approximately 2,100 feet to the north on East Meadow Drive. Proposed improvements would not include any tall structures or landscaping that would reduce, obstruct or degrade scenic vistas or major view corridors. Therefore, the proposed project would not have a substantial adverse effect on scenic vistas. This impact is considered less than significant. c)No Impact. The project site is not located in the vicinity of any state scenic highway nor is it located near any rock outcroppings or historic buildings.7 Twelve existing trees would be removed and four trees relocated on site; however, none of these trees are considered “protected” according to the City of Palo Alto Municipal Code. Approximately 20 new trees would be planted as part of the proposed project. d)No Impact. The proposed playground project would meet the objectives of the City of Palo Alto Comprehensive Plan (updated 2007) regarding visual resources, including policies protecting views of the foothills and East Bay Hills from developed areas within the City and maintaining the City’s scale and character. The proposed project is subject to design review by the Architectural Review Board, which will ensure that the proposed design and landscape plan meets the City’s Architectural Review standards. e)Less Than Significant Impact. As part of the proposed project, pathway lighting would be installed on 10-foot poles. Each light fixture would be directed downward and away from adjoining properties and public rights of way, so that no on-site light fixture would directly illuminate an area off the site. Therefore, the proposed project would not create a new source of substantial light or glare, which would adversely affect day or nighttime views in the area. f)No Impact. Under existing conditions, a shade study prepared for the project site8 indicates that the project site does not currently experience substantial shading during the winter months. As part of the proposed project, approximately 20 new trees would be added, 12 trees would be removed and new playground structures would be installed. As described above, proposed improvements would not include any tall structures or landscaping that might create substantial shading of surrounding public open space. Mitigation Measures: None Required B. AGRICULTURAL AND FOREST RESOURCES In determining whether impacts to agricultural resources are significant environmental effects, lead agencies may refer to the California Agricultural Land Evaluation and Site Assessment Model (1997) prepared by the California Department of Conservation as an optional model to use in assessing impacts on agriculture and farmland. In determining whether impacts to forest resources, including timberland, are significant environmental effects, lead agencies may refer to information compiled by the California Department of Forestry and Fire Protection regarding the state’s inventory of forest land, including the Forest and Range Assessment Project and the Forest Legacy Assessment project; and the forest carbon measurement methodology provided in the Forest Protocols adopted by the California Air Resources Board. 7 California Department of Transportation, 2012. California Scenic Highway Program. July. Available at: http://www.dot.ca.gov/hq/LandArch/scenic_highways/scenic_hwy.htm (Accessed 28 July 2012). 8 RHAA, 2012. Magical Bridge Playground - Shade Study, Palo Alto, CA. 13 April. Magical Bridge Playground Project Page 14 Initial Study Issues and Supporting Information Resources Would the project: Sources Potentially SignificantIssues Potentially SignificantUnless Mitigation Incorporated Less Than SignificantImpact NoImpact a) Convert Prime Farmland, Unique Farmland, or Farmland of Statewide Importance (Farmland), as shown on the maps prepared pursuant to the Farmland Mapping and Monitoring Program of the California Resources Agency, to non-agricultural use? 1,2 X b) Conflict with existing zoning for agricultural use, or a Williamson Act contract? 1,2,3 X c) Conflict with existing zoning for, or cause rezoning of, forest land (as defined in Public Resources Code section 12220(g)9) or timberland (as defined in Public Resources Code section 452610)? 1,2 X d) Result in the loss of forest land or conversion of forest land to non-forest use? 1,2 X e) Involve other changes in the existing environment which, due to their location or nature, could result in conversion of Farmland, to non-agricultural use or conversion of forest land to non-forest use? 1,2 X DISCUSSION: The proposed playground would be located on a 1.25-acre underutilized portion of the existing 21-acre Mitchell Park. The proposed development area would encompass approximately 0.8 acre of the project site. The project area is designated as a Public Park in the Palo Alto 1998 – 2010 Comprehensive Plan and is zoned PF, Public Facilities. The project site is primarily undeveloped, consisting of a turf area, ornamental trees, landscaping, and existing park infrastructure (i.e. bike path). a)No Impact. The project area is not located in a “Prime Farmland”, “Unique Farmland”, or “Farmland of Statewide Importance” area, as shown on the maps prepared for the Farmland Mapping and Monitoring Program of the California Resources Agency. The City of Palo Alto, including the project site, is designated as “Urban and Built-Up Land.” Urban and Built-up Land is defined as: land used for residential, industrial, commercial, construction, institutional, public administrative purpose, railroad yards, cemeteries, airports, golf courses, sanitary landfills, sewage treatment plants, water control structures, and other development purposes. Highways, railroads, and other transportation facilities are also included in this category. b)No Impact. The site is not zoned for agricultural use, and is not regulated by the Williamson Act. The project area is located within an existing City park and would not conflict with land zoned for agricultural use or Williamson Act contract. 9 PRC 12220(g): "Forest land" is land that can support 10-percent native tree cover of any species, including hardwoods, under natural conditions, and that allows for management of one or more forest resources,including timber, aesthetics, fish and wildlife, biodiversity, water quality, recreation, and other public benefits. 10 PRC 4526: "Timberland" means land, other than land owned by the federal government and land designated by the board as experimental forest land, which is available for, and capable of, growing a crop of trees of any commercial species used to produce lumber and other forest products, including Christmas trees. Commercial species shall be determined by the board on a district basis after consultation with the district committees and others. Magical Bridge Playground Project Page 15 Initial Study c)No Impact. The site is not zoned for forest land or timberland. The project area is located within an existing City park and would not conflict with land zoned for forest land or timberland. d)No Impact. The project site does not currently support forest land. Therefore, implementation of the proposed project would not result in the loss of forest land or the conversion of forest land to a non-forest use. e)No Impact. The project site is located within an existing City park in an urbanized area and would not result in the conversion of farmland or forest land to a non-agricultural or non-forest use. Mitigation Measures: None Required C. AIR QUALITY Issues and Supporting Information Resources Would the project: Sources Potentially SignificantIssues Potentially SignificantUnless Mitigation Incorporated Less Than SignificantImpact NoImpact a) Conflict with or obstruct with implementation of the applicable air quality plan (1982 Bay Area Air Quality Plan & 2000 Clean Air Plan)? 1,5 X b) Violate any air quality standard or contribute substantially to an existing or projected air quality violation indicated by the following: i. Direct and/or indirect operational emissions that exceed the Bay Area Air Quality Management District (BAAQMD) criteria air pollutants of 80 pounds per day and/or 15 tons per year for nitrogen oxides (NO), reactive organic gases (ROG), and fine particulate matter of less than 10 microns in diameter (PM10); 1,5,9,10 X ii. Contribute to carbon monoxide (CO) concentrations exceeding the State Ambient Air Quality Standard of nine parts per million (ppm) averaged over eight hours or 20 ppm for one hour( as demonstrated by CALINE4 modeling, which would be performed when a) project CO emissions exceed 550 pounds per day or 100 tons per year; or b) project traffic would impact intersections or roadway links operating at Level of Service (LOS) D, E or F or would cause LOS to decline to D, E or F; or c) project would increase traffic volumes on nearby roadways by 10% or more)? 1,5,9,10 X c) Result in a cumulatively considerable net increase of any criteria pollutant for which the project region is non-attainment under an applicable federal or state ambient air quality standard (including releasing emissions which exceed quantitative thresholds for ozone 1,5,9,10 X Magical Bridge Playground Project Page 16 Initial Study Issues and Supporting Information Resources Would the project: Sources Potentially SignificantIssues Potentially SignificantUnless Mitigation Incorporated Less Than SignificantImpact NoImpact precursors)? d) Expose sensitive receptors to substantial levels of toxic air contaminants? 1,5,9 X i. Probability of contracting cancer for the Maximally Exposed Individual (MEI) exceeds 10 in one million 1 X ii. Ground-level concentrations of non-carcinogenic TACs would result in a hazard index greater than one (1) for the MEI 1 X e) Create objectionable odors affecting a substantial number of people? 1X f) Not implement all applicable construction emission control measures recommended in the Bay Area Air Quality Management District CEQA Guidelines? 1X DISCUSSION: The project site is located in the San Francisco Bay Area Air Basin, under the jurisdiction of the Bay Area Air Quality Management District (BAAQMD). Both the State of California (state) and the federal government have established health-based ambient air quality standards (AAQs) for seven air pollutants, including ozone (O3), carbon monoxide (CO), nitrogen dioxide (NO2), sulfur dioxide (SO2), particulate matter (PM10, PM2.5), and lead. The Bay Area exceeds the State standard for 1-hour and 8-hour ozone levels and was designated as a marginal nonattainment area for the federal 8-hour ozone level in June 2004. The Bay Area is considered a nonattainment area for PM2.5 at the State level and an attainment area at the federal level. The Bay Area is an unclassified area for the federal PM10 standard and a nonattainment area at the State level. An “unclassified” designation signifies that data does not support either an attainment or nonattainment status. The Bay Area is currently considered an attainment area for State and federal CO standards. a)Less Than Significant Impact. An air quality plan describes air pollution control strategies to be implemented by a city, county, or region classified as a non-attainment area. The main purpose of an air quality plan is to bring the area into compliance with the requirements of federal and State air quality standards. Such plans describe air pollution control strategies to be implemented by a city, county or region. The City of Palo Alto and the project site are located in the San Francisco Bay air basin and are within the jurisdiction of the Bay Area Air Quality Management District (BAAQMD). The latest air quality plan, the Bay Area 2010 Clean Air Plan, was developed in order to bring the region into compliance with State and federal air quality standards. The proposed project would not require a General Plan amendment and is therefore consistent with General Plan land use-related goals, objectives, and policies. The Bay Area 2010 Clean Air Plan contains BAAQMD-wide control measures to reduce carbon monoxide and ozone precursor emissions. The proposed project would not substantially increase regional vehicle miles traveled (VMT) and thus, would not increase regional carbon monoxide and ozone precursor emissions. Therefore, the proposed project is not expected to conflict with, or obstruct implementation of relevant air quality plans. b)Potentially Significant Unless Mitigation Incorporated. Air pollution emissions associated with implementation of the proposed playground could occur over the short-term as a result of construction Magical Bridge Playground Project Page 17 Initial Study activities and over the long term due to vehicle trips associated with operation of the playground. These activities could result in air quality violations in associated with: 1) construction equipment exhaust emissions; 2) construction dust; and 3) long-term vehicular emissions. Expected sources of air pollution resulting from the proposed project are described below. The BAAQMD has established operation and construction screening level sizes to provide a conservative indication of whether a project could result in a potentially significant air quality impact. At approximately 1.25 acres, the project site is well below the screening size for operations criteria air pollutants of 2,613 acres, greenhouse gas emissions (600 acres) and construction emissions (67 acres). Therefore, construction and operation of the playground would not be a significant source of regional air pollutants. According to the traffic and parking study prepared for the proposed project11, the playground would generate few additional vehicle trips and therefore, would not generate a substantial amount of daily regional emissions. Therefore, construction and operation of the proposed playground would be less than significant. Construction dust would affect local air quality at various times during construction of the proposed project. The dry, windy climate of the area during the summer months creates a high potential for dust generation if underlying souls are exposed. Clearing, grading, and earthmoving activities have a high potential to generate dust whenever soil moisture is low and particularly when the wind is blowing. Construction activities could result in increased dust and locally elevated levels of particulates downwind of construction activity. Construction dust has the potential to create a nuisance at nearby properties. In addition to nuisance effects, excess dust can increase maintenance and cleaning requirements and could adversely affect sensitive electronic devices. Implementation of Mitigation Measure Air Quality-1, described below, would reduce construction-related dust and emissions to a less than significant level. c)Potentially Significant Unless Mitigation Incorporated. As described above in Response (b), the proposed project site is well below the screening size for operational criteria air pollutants. Therefore, construction and operation of the proposed playground would not be a significant source of regional air pollutants at the project or cumulative level. Construction activities would result in increased dust and locally elevated levels of particulates downwind of construction activity. However, implementation of Air Quality-1, described below, would reduce construction-related impacts to a less than significant cumulative level. d)No Impact. Sensitive receptors are facilities or land uses that include members of the population that are particularly sensitive to the effects of air pollutants, such as young children, the elderly, and people with illnesses. As described in Response (b) above, implementation of the proposed project is not expected to result in a significant increase in the number of vehicle trips in the project area. Therefore, air pollutant emissions associated with operation of the project would not expose sensitive receptors to substantial pollutant concentrations. During construction, various diesel-powered vehicles and equipment would be in use. In 1998, the California Air Resources Board (ARB) identified particulate matter from diesel-fueled engines as a toxic air contaminant (TAC). The ARB has completed a risk management process that identifies potential cancer risks for a range of activities using diesel-fueled engines.12 High volume freeways, stationary diesel engines and facilities attracting heavy and constant diesel vehicle traffic (e.g., distribution centers and truck stops) were identified as having the highest associated risk. 11 BKF Engineers, Inc., 2014. The Magical Bridge Playground: Preliminary Parking Alternatives, Parking and Traffic Study, and Pedestrian and Bicycle Access Plan. 10 April. 12 California Air Resources Board (ARB), 2000. Risk Reduction Plan to Reduce Particulate Matter Emissions from Diesel- Fueled Engines and Vehicles, October. Magical Bridge Playground Project Page 18 Initial Study Health risks from TACs are a function of both concentration and duration of exposure. Health risk assessments consider a 70-year exposure period. Unlike the above types of sources, construction diesel emissions are temporary, affecting an area for a period of days or perhaps weeks. Additionally, construction- related sources are mobile and transient in nature, and the emissions occur within the project site. Construction of the project is expected to occur for only 6 months. Additionally, construction would occur in various locations within the playground site, which would prevent substantial concentrations of pollutants from impacting receptors for extended periods of time. Given the short duration of the construction project, relative to the 70-year health risk evaluation period, sensitive receptors would not be exposed to a substantial increase in health risk with implementation of the project. Once constructed, operation of the proposed playground would not result in substantial pollutant concentrations. Therefore, nearby sensitive receptors would not be exposed to substantial pollutant concentrations. e)Less Than Significant Impact. Some objectionable odors may be generated from the operation of diesel- powered construction equipment and/or asphalt paving during the project construction period. However, these odors would be short-term in nature and are not anticipated to result in permanent impacts to surrounding land uses. Long-term use of the project site as a playground is not expected to generate odors. f)Less Than Significant Impact. As described in Response (b) above, construction of the proposed project could result in increased dust and locally elevated levels of particulates downwind of construction activity. Implementation of Mitigation Measure Air Quality-1, described below, would require the project contractor to implement applicable construction emissions control measures recommended in the Bay Area Air Quality Management District CEQA Guidelines. Therefore,this impact would be less than significant. Mitigation Measures: Air Quality-1: Consistent with guidance from the BAAQMD, the following actions shall be required of all construction contracts and specifications for the project site: x All exposed surfaces (e.g., parking areas, staging areas, soil piles, graded areas, and unpaved access roads) shall be watered two times per day. x All haul trucks transporting soil, sand, or other loose material off-site shall be covered. x All visible mud or dirt track-out onto adjacent public roads shall be removed using wet power vacuum street sweepers at least once per day. The use of dry power sweeping is prohibited. x All vehicle speeds on unpaved roads shall be limited to 15 mph. x All roadways, driveways, and sidewalks to be paved shall be completed as soon as possible. x Idling times shall be minimized either by shutting equipment off when not in use or reducing the maximum idling time to 5 minutes (as required by the California airborne toxics control measure Title 13, Section 2485 of California Code of Regulations [CCR]). Clear signage shall be provided for construction workers at all access points. x All construction equipment shall be maintained and properly tuned in accordance with manufacturer’s specifications. All equipment shall be checked by a certified mechanic and determined to be running in proper condition prior to operation. x Post a publicly visible sign with the telephone number and person to contact at the City of Palo Alto Public Works Department regarding dust complaints. This person shall respond and take corrective action within 48 hours. Magical Bridge Playground Project Page 19 Initial Study D. BIOLOGICAL RESOURCES Issues and Supporting Information Resources Would the project: Sources Potentially SignificantIssues Potentially SignificantUnless Mitigation Incorporated Less Than SignificantImpact NoImpact a) Have a substantial adverse effect, either directly or through habitat modifications, on any species identified as a candidate, sensitive, or special status species in local or regional plans, policies, or regulations, or by the California Department of Fish and Wildlife or U.S. Fish and Wildlife Service? 1,5,6,11,12, 13,14 X b) Have a substantial adverse effect on any riparian habitat or other sensitive natural community identified in local or regional plans, policies, regulations, including federally protected wetlands as defined by Section 404 of the Clean Water Act (including, but not limited to, marsh, vernal pool, coastal, etc.) through direct removal, filling, hydrological interruption, or other means? 1,5 X c) Interfere substantially with the movement of any native resident or migratory fish or wildlife species or with established native resident or migratory wildlife corridors, or impede the use of native wildlife nursery sites? 1,5 X d) Conflict with any local policies or ordinances protecting biological resources, such as a tree preservation policy or as defined by the City of Palo Alto’s Tree Preservation Ordinance (Municipal Code Section 8.10)? 1,2,4,5,6,23 X e) Conflict with any applicable Habitat Conservation Plan, Natural Community Conservation Plan, or other approved local, regional, or state habitat conservation plan? 1,5 X DISCUSSION: Information in the following section was obtained during a reconnaissance-level biological survey of the project site and its environs conducted by LSA Associates, Inc. on June 22, 2012. The purpose of the survey was to assess current habitat conditions and to evaluate the site’s potential to support special-status plant and/or animal species and sensitive habitats. The site-specific biological resources information gathered during the June 2012 visit was supplemented by relevant information presented in the Arborist Report for the project.13 Prior to conducting field work, the California Natural Diversity Database14 (CNDDB) was searched for records of special-status species within 5 miles of the site. 13 HortScience, Inc. 2014. Arborist Report, Magical Bridge Playground, Palo Alto CA. Prepared for Royston, Hanamoto, Alley and Abey,Mill Valley, California. Prepared by HortScience, Inc. Pleasanton, California. 9 March.14 California Department of Fish and Wildlife. 2012. Query of the California Natural Diversity Database for special-status species occurrences within 5 miles of the project site. Biogeographic Data Branch, California Department of Fish and Wildlife, Sacramento. June 1, 2012. Magical Bridge Playground Project Page 20 Initial Study a)Potentially Significant Unless Mitigation Incorporated. Development of the proposed project could impact special-status species that may occur within the project area. The following discussion describes and evaluates significant impacts to special-status species and sensitive habitats and proposes measures that would mitigate these impacts to a less than significant level. Overview. The project site supports plant and wildlife species that are typically associated with urban park settings. The project site supports irrigated lawn, ornamental trees and shrubs, a segment of the Adobe Creek channel with a small amount of remaining riparian vegetation, and existing park infrastructure. A few ruderal plant species were observed near the western end of the bridge, including prickly lettuce (Lactuca serriola), fennel (Foeniculum vulgare), bristly ox-tongue (Helminthotheca echioides), and broad leaf filaree (Erodium botrys). Trees in the project area include blue gum (Eucalyptus globulus), Raywood ash (Fraxinus holotrica 'Raywood'), evergreen ash (Fraxinus uhdei), Italian stone pine (Pinus pinea), holly oak (Quercus ilex), cork oak Quercus suber), and windmill palm (Trachycarpus fortunei).15 Understory vegetation includes English ivy (Hedera helix), a few native coyote brush shrubs (Baccharis pilularis) and ornamental shrubs. Vegetation observed within Adobe Creek includes willow (Salix sp.), cattail (Typha sp.), umbrella sedge (Cyperus eragrostis), watercress (Rorippa nasturtium-aquaticum), willow herb (Epilobium sp.), rabbit’s foot grass (Polypogon monspeliensis), fennel, bristly ox-tongue, and prickly lettuce. Reaches of Adobe Creek support a variety of both native and introduced fish species. Native fish species known to occur in the Adobe Creek watershed include California roach (Lavinia symmetricus), Sacramento sucker (Catostomus occidentalis), threespine stickleback (Gasterosteus aculeatus), and prickly sculpin (Cottus asper). Introduced species include common carp (Cyprinus carpio), rainwater killifish (Lucania parva), and western mosquitofish (Gambusia affinis). The federally threatened steelhead trout (Oncorhynchus mykiss) are considered extinct in the Adobe Creek watershed.16 Western mosquitofish was the only fish species observed during LSA’s visit. The soil type for the site is mapped as Urbanland-Clear Lake complex, 0 to 2 percent slopes17; however, soil samples taken at the project site showed that sandy clay loam soils are present.18 Vegetation. The project site does not support any significant natural vegetation communities. The habitat types on the site are urban landscaping at the park and a concrete-lined urban creek channel. Planting of the park with non-native and ornamental trees makes the site unsuitable for special-status native plants. The value of the park as native plant habitat is further reduced by the isolation of the park from other native plant communities. Past and current disturbance within and around the park (e.g., landscape maintenance, mowing, pruning) also make it unsuitable for most native plants. The reach of the Adobe Creek channel within the park is concrete-lined and has accumulated sediment that supports limited habitat for plants. Special-status Plant Species. As shown in Table 1, 11 potentially occurring special-status plant species were identified at the proposed project site, but none of these species are considered to have any potential for occurrence on the site due to a lack of suitable or natural habitat. These special-status plant species are unlikely to occur due to the developed and/or highly-disturbed conditions present at the project site. The upland habitat consists of primarily exotic species with no chance of special-status species occurring. Adobe Creek and its associated vegetation would not be impacted because no construction would occur within close 15 HortScience, Inc. 2014. Arborist Report, Magical Bridge Playground, Palo Alto CA. Prepared for Royston, Hanamoto, Alley and Abey,Mill Valley, California. Prepared by HortScience, Inc. Pleasanton, California. 9 March.16 Leidy, R. A. 2007. Ecology, Assemblage Structure, Distribution, and Status of Fishes in Streams Tributary to the San Francisco Estuary, California. San Francisco Estuary Institute Contribution No. 530. San Francisco Estuary Institute, Oakland, California.17 University of California, Davis Soil Resource Laboratory. 2012. Online Soil Survey, California Soil Resource Laboratory. Accessed at <http://casoilresource.lawr.ucdavis.edu/drupal/node/27> on July 9, 2012. 18 Soil and Plant Laboratory, Inc. 2012. Soil lab results for the Magical Bridge, Palo Alto project (Job #P17711), Report 12-103-0052. Prepared for Royston, Hanamoto, Alley, and Abey. April 20, 2012. Magical Bridge Playground Project Page 21 Initial Study proximity to the creek channel. The new bridge will completely span the creek and no construction work will occur within the creek. Wildlife Species. The project site is located in an existing park within a developed area of the City. Although the project site supports ornamental trees and shrubs and a vegetated concrete-lined creek channel, the dense residential development surrounding the site provides limited habitat for native wildlife except those species that are tolerant of human disturbance and park lighting. Wildlife observed at the project site during LSA’s visit consists of mallard (Anas platyrhynchos), black phoebe (Sayornis nigricans), Bewick’s wren (Thryomanes bewickii), American robin (Turdus migratorius), violet-green swallow (Tachycineta thalassina),Brewer’s blackbird (Euphagus cyanocephalus), ring-billed gull (Larus delawarensis), Anna’s hummingbird (Calypte anna), chestnut-backed chickadee (Poecile rufescens), American goldfinch (Carduelis tristis), house finch (Carpodacus mexicanus), American crow (Corvus brachyrhynchos), house sparrow (Passer domesticus), eastern gray squirrel (Sciurus carolinensis), and western mosquitofish. The Adobe Creek channel provides habitat for aquatic amphibians such as Sierran treefrog (Pseudacris sierra) and possibly western pond turtle (Actinemys marmorata), although these species were not detected during the survey. The creek may also provide a water source and forage for mammals such as raccoon (Procyon lotor) and opossum (Didelphis virginianus). Birds may nest within the trees and shrubs on and adjacent to the site. The only nesting activity observed during the reconnaissance-level survey were violet-green swallows and house sparrows nesting within the weep holes along the concrete-lined banks of Adobe Creek. Additionally, fledgling Bewick’s wrens were observed just north of the site in the shrubs bordering the tennis courts. As shown in Table 2, 12 potentially occurring special-status animal species were identified at the project site, but these species are considered unlikely to occur due to the site’s urban setting and the lack of high quality natural habitat. Species that are more likely to occur consist of the western pond turtle (California Species of Special Concern) and pallid bat (California Species of Special Concern). Western pond turtles could occur along Adobe Creek and pallid bats could roost in the large trees in the park or under the existing bridge that spans Adobe Creek. Western pond turtles would not nest on the site due to the lack of suitable habitat along Adobe Creek, and since no construction would occur in or in close proximity to the creek channel, no impacts to pond turtles are anticipated. Potential impacts to roosting pallid bats are described in more detail below. Pallid Bat and Other Bat Species. The potential for pallid bats and other bat species to roost within or adjacent to the project site is low and the proposed project is unlikely to affect bat species. Pallid bats or other bat species were not observed during the LSA survey, nor was any evidence of existing bat roosting sites. Nevertheless, suitable foraging habitat for pallid bats and other bat species occurs within the project area, and the larger trees, weep holes within the concrete-lined Adobe Creek channel, and existing bridge could provide suitable roosting habitat. Operation of the proposed project, including proposed pathway lighting, would not impact pallid bats or other bat species. Construction of the proposed project could affect pallid bats and other bat species, if the bats were to establish roosts within the project vicinity prior to the commencement of work. Implementation of Mitigation Measure BIO-1a through 1d would reduce potential impacts to pallid bats and other bat species to a less than significant level. b)Less Than Significant Impact. Adobe Creek runs in a concrete-lined channel in a semi-circle along the western boundary of the project site. This reach of the creek has accumulated sediments, which has allowed for a limited amount of riparian vegetation to grow along the creek bottom. Although the vegetation is limited, it provides some foraging habitat and cover for birds, amphibians, reptiles, mammals, and invertebrates, and is considered a sensitive vegetation community. The proposed project will not directly impact Adobe Creek. Implementation of Best Management Practices (see Section I. Hydrology and Water Magical Bridge Playground Project Page 22 Initial Study Quality) would ensure that indirect impacts to the channel do not occur during and after construction of the project. c)Potentially Significant Unless Mitigation Incorporated. No wildlife corridors would be adversely affected by the proposed project. The site is surrounded by residences and buildings (i.e., all barriers to regional wildlife movement). Wildlife species expected to occur in the area are generalists that are adept at moving through urban landscapes. Localized wildlife movement in the area will likely continue along Adobe Creek and across the other less developed portions of the site. The relatively limited extent of habitat loss that would result from the project would not affect the ability of these species to move through the project site and surrounding areas following construction of the project. The project site provides nesting habitat for a variety of native birds. Several native birds were observed on the site during the reconnaissance survey and could nest on the site. As described in (a) above, two native bird species, the violet-green swallow and Bewick’s wren, were observed nesting within or near the project site. Although house sparrows were observed nesting in the weep holes along Adobe Creek, they are a non-native species whose nests are not protected by the Migratory Bird Treaty Act or California Fish and Game Code. A total of twelve trees are proposed for removal as part of the proposed project, including: five Italian stone pines, five blue gum eucalyptus, one holly oak and one Raywood ash. Construction activities on the site could temporarily affect nesting birds both on and adjacent to the site if trees or vegetation containing active nests are removed during the nesting season (February 1–August 31) or construction activities disturb nesting birds adjacent to the project site resulting in nest abandonment or nest failure. As stated above, violet-green swallows and Bewick’s wrens were observed nesting on or near the site. The nests and eggs of these and other native bird species are protected under the federal Migratory Bird Treaty Act and Section 3503 of the California Fish and Game Code. Trees and shrubs on the project site, if occupied by nesting native birds, would be considered a wildlife nursery site under CEQA. Therefore, destruction or abandonment of an active nest as a result of project related activities would result in direct effects to a wildlife nursery site. Implementation of the two-part mitigation measure, BIO-2, would ensure that potential impacts to protected native bird species, including nesting special-status bird species if present, would be reduced to a less than significant level. d)Less Than Significant Impact. The proposed project will not conflict with any local policies or ordinances protecting biological resources, such as a tree preservation policy or protected or heritage trees as defined by the City of Palo Alto’s Tree Preservation Ordinance. The Palo Alto Municipal Code (8.10.020) defines protected trees as “any tree of the species Quercus agrifolia (Coast Live Oak) or Quercus lobata (Valley Oak) which is eleven and one-half inches in diameter (thirty-six inches in circumference) or more when measured four and one-half feet (fifty-four inches) above natural grade; and any redwood tree (species Sequoia sempervirens) that is eighteen inches in diameter (fifty-seven inches in circumference) or more when measured four and one-half feet (fifty-four inches) above natural grade.” According to the project arborist report, no protected trees occur at the site.19 Because the trees proposed for removal are not considered protected or designated as heritage trees, no replacement of these trees would be required. e)No Impact. The proposed project would not conflict with the provisions of any adopted or other approved local, regional, or State habitat conservation plan. The City and proposed project site location are not included within any adopted conservation plans. 19 HortScience, Inc. 2014. Arborist Report, Magical Bridge Playground, Palo Alto CA. Prepared for Royston, Hanamoto, Alley and Abey,Mill Valley, California. Prepared by HortScience, Inc. Pleasanton, California. 9 March. Magical Bridge Playground Project Page 23 Initial Study Mitigation Measures: Biology-1a: All potential roosting trees within the project site shall be surveyed for the presence of bat roosts by a qualified biologist. The survey may entail direct inspection of the trees, bridge, or creek banks or nocturnal surveys, and shall be conducted no more than two weeks prior to the initiation of tree/bridge removal and ground disturbing activities. If no roosting sites are present, then the trees and existing bridge shall be removed within two weeks following the survey. Biology-1b: If roosting sites are present and occupied, then a qualified biologist shall determine the species of bats present. If the bats are not found to be pallid bats or any other special-status bat species, then the bats may be evicted from roosts that are to be removed using methods developed by a biologist experienced in bat mitigation and exclusion plans. The biologist shall prepare an eviction plan detailing the methods of excluding bats from the roost(s) and the methods to be used to secure the existing roost site(s) to prevent its reuse prior to removal. Removal of the roost(s) shall only occur after the eviction plan has been approved by the California Department of Fish and Wildlife (CDFW). Biology-1c: Tree removal near roost trees shall be conducted without damaging the roost trees. Biology-1d: No diesel or gas-powered equipment shall be stored or operated directly beneath a roost site. Biology-2a: For construction activities occurring during the nesting season (February 1 through August 31), a qualified biologist shall conduct nesting bird surveys no more than 15 days prior to tree pruning, tree removal, ground disturbing activities, or construction activities to locate active nests on or immediately adjacent to the project site. If construction activities are delayed, additional preconstruction surveys, at 15 day intervals, shall be completed until construction is initiated. Biology-2b: If nesting birds are identified on the project site, the locations of active nests shall be noted on the construction drawings and protective measures implemented. Protective measures shall include establishment of clearly delineated (i.e., orange construction fencing) exclusion zones around each nest site. Each exclusion zone shall have a 300-foot radius centered on the nest tree for raptor nests and a 50-foot radius centered on the nest for other birds. Active nest sites shall be monitored periodically throughout the nesting season to identify signs of disturbance. These protection measures shall remain in effect until the young have left the nest and are foraging independently or the nest is no longer active. Exclusion zones may be reduced in size, if in consultation with the CDFW, a smaller exclusion zone is determined to adequately protect the active nest. Upon completion of construction activities, a report detailing the results of the preconstruction surveys and monitoring shall be prepared and submitted to the City and CDFW. Magical Bridge Playground Project Page 24 Initial Study Table 1: Special-Status Plant Species Occurring in the Vicinity of the Project Site Species Statusa Habitat/Blooming Period Potential for Occurrence Alkali milk-vetch Astragalus tener var. tener 1B Playas, valley and foothill grassland (adobe clay), vernal pools/alkaline; 1-60 meters; March-June No suitable habitat present. Franciscan onion Allium peninsulare var. franciscanum 1B Cismontane woodland, valley and foothill grassland, clay soils, often on serpentine, dry hillsides No suitable habitat present. San Francisco collinsia Collinsia multicolor 1B Closed-cone coniferous forest, coastal scrub No suitable habitat present. Congdon’s tarplant Centromadia parryissp. congdonii 1B Grasslands in alkaline or saline soils, sometimes described as heavy white clay; 1-230 meters; May-October (sometimes into November) No suitable habitat present. Lost thistle Cirsium praeteriens 1A Habitat requirements unknown; 0-100 meters; June-July Unlikely to occur in the project site due to lack of natural habitat. The one record from the CNDDB is from an extinct population in Palo Alto last seen in 1901. Point Reyes bird’s-beak Cordylanthus maritimus ssp.palustris 1B Marshes and swamps (coastal salt), usually in coastal salt marsh with Salicornia,Distichlis, Jaumea and Spartina; 0-10 meters; June- October No suitable habitat present. Western leatherwoodDirca occidentalis 1B Broad-leafed upland forest, chaparral, closed-cone coniferous forest, cismontane woodland, riparian woodland. Jan-Apr No suitable habitat present. Hoover’s button-celery Eryngium aristulatum var. hooveri 1B Alkaline depressions, vernal pools, roadside ditches and other wet places near the coast; 3-45 meters; July No suitable habitat present. Woodlandwoolythreads Monolopia gracilens 1B Grassy openings in chaparral, valley and foothill grassland (serpentine), cismontane woodland, broad-leafed upland forest, and North Coast coniferous forest; 100-1200 meters; February-July No suitable habitat present. Slender-leaved pondweed Potamogeton filiformis 2 Marshes, swamps, shallow and clear water of lakes and drainage channels Unlikely to occur in the project site due to lack of natural habitat. The closest known CNDDB occurrence is an 1899 record from an unknown location in Palo Alto. California seablite Suaeda claifornica FE, 1B Marshes and swamps (coastal salt); 0-15; July-October No suitable habitat present. Status Codes: FE = Federally listed as an endangered species. List 1A = (California Rare Plant Rank) (RPR): Plants considered extinct. List 1B = (RPR) Plants, rare, threatened, or endangered in California and elsewhere. List 2 = (RPR) Plants rare, threatened, or endangered in California but more common elsewhere. Occurrence records are from the CNDDB (2012) unless otherwise stated. Source: LSA Associates, Inc., 2012. Magical Bridge Playground Project Page 25 Initial Study Table 2: Special-Status Animal Species Occurring in the Vicinity of the Project Site Species Statusa Habitat Potential for Occurrence within Planning Area FishSteelhead (Central California Coast ESU) Oncorhynchus mykiss FT Coastal streams from Russian River south to Aptos Creek (Santa Cruz Co.), including streams tributary to San Francisco and San Pablo Bays Considered extinct in Adobe Creek. Historically known to occur in Adobe Creek.20 Amphibians California tiger salamander Ambystoma californiense FT, ST Grasslands and foothills that contain small mammal burrows (for dry-season retreats) and seasonal ponds and pools (for breeding during the rainy season). No suitable breeding habitat. Marginal upland habitat present, but site’s location within an urban setting precludes presence due to urban barriers from the closest known extant breeding site, which is approximately 3.3 miles from the site, well beyond the distance the species is likely to travel. California red-legged frog Rana draytonii FT, CSC Ponds, streams, drainages and associated uplands; requires areas of deep, still, and/or slow-moving water for breeding. Not likely to occur in reach of Adobe Creek within the site due to its disturbed condition, lack of breeding pools, and introduction of non-native predators, such as western mosquitofish. No CNDDB records within Adobe Creek. Closest known occurrence is approximately 1.9 miles from the site in Matadero Creek. Western pond turtle Actinemys marmorata CSC Ponds, streams with deep pools, drainages and associated uplands for egg laying Could pass through Adobe Creek, but no suitable nesting or basking sites (sandy banks and rocks) are present on the site’s reach of the creek. Closest CNDDB occurrence is approximately 3.3 miles from the site at Lake Lagunita. Reptiles San Francisco garter snake Thamnophis sirtalis tetrataenia FE, SE Freshwater marshes, ponds, and slow-moving streams in San Mateo County and extreme northern Santa Cruz County; prefers dense cover and water depths of at least 1 foot Site does not lie within known range of this subspecies. BirdsWhite-tailed kite Elanus leucurus CFP Open grasslands, meadows, or marshes; require dense-topped trees or shrubs for nesting and perching Suitable nesting trees present, but site’s location within an urban park and the lack of high quality foraging habitat likely precludes presence. No suitable stick nests were observed during LSA’s visit. Northern harrier Circus cyaneus CSC Nests in wet meadows and marshes, forages over open grasslands and agricultural fields May briefly fly over site, but not likely to forage or nest on the site due to the lack of suitable habitat. Burrowing owl Athene cunicularia CSC Open, dry grasslands that contain abundant ground squirrel burrows Not likely to occur due to the lack of suitable habitat and the site’s location within an urban park. Known to occur north of the site at the Palo Alto Baylands, Shoreline Regional Park, and Moffett Federal Airfield. Salt marsh common yellowthroat Geothlypis trichas sinuosa CSC Salt, brackish, and freshwater marshes; and riparian woodlands; nests on or near ground in low vegetation Low quality habitat within Adobe Creek due to lack of cover. Known to occur in marshes adjacent to Charleston Slough, approximately 1 mile from the site. Alameda song sparrow Melospiza melodia pusillula CSC Tidal salt marshes dominated by pickleweed; nests primarily in No suitable habitat present. Project site is outside of the range of this species. Known to 20 Leidy, R. A., 2007. Ecology, Assemblage Structure, Distribution, and Status of Fishes in Streams Tributary to the San Francisco Estuary, California. San Francisco Estuary Institute Contribution No. 530. San Francisco Estuary Institute, Oakland, California. Magical Bridge Playground Project Page 26 Initial Study Species Statusa Habitat Potential for Occurrence within Planning Area pickleweed and marsh gumplant occur near the mouth of San Francisquito Creek, approximately 2.6 miles from the site. Tricolored blackbird Agelaius tricolor CSC Nests in dense vegetation near open water; forages in grasslands and agricultural fields. No suitable nesting habitat present. May briefly forage along Adobe Creek. MammalsPallid bat Antrozous pallidus CSC A variety of open arid habitats (e.g., chaparral, open woodland, deserts); primary roost sites include bridges, old buildings, and in tree hollows and/or bark; sometimes roost in caves and rock crevices May occasionally forage over the site, but no known active roost sites in the vicinity. Could roost under existing bridge, in the weep holes along Adobe Creek, and/or in tree cavities, if present. a Status: FE = federally endangered FT = federally threatened SE = State endangered ST = State threatened CSC = California Species of Special Concern CFP = California Fully Protected Species Occurrence records are from the CNDDB (2012) unless otherwise stated. Source: LSA Associates, Inc., 2012. Magical Bridge Playground Project Page 27 Initial Study E.CULTURAL RESOURCES Issues and Supporting Information Resources Would the project: Sources Potentially Significant Issues Potentially Significant Unless Mitigation Incorporated Less Than Significant Impact NoImpact a) Directly or indirectly destroy a local cultural resource that is recognized by City Council resolution? 1,15 X b) Cause a substantial adverse change in the significance of an archaeological resource pursuant to 15064.5? 1,15 X c) Directly or indirectly destroy a unique paleontological resource or site or unique geologic feature? 1,15 X d) Disturb any human remains, including those interred outside of formal cemeteries? 1,15 X e) Adversely affect a historic resource listed or eligible for listing on the National and/or California Register, or listed on the City’s Historic Inventory? 1,15 X f) Eliminate important examples of major periods of California history or prehistory? 1,15 X DISCUSSION: LSA conducted a records search and corresponded with staff of the City of Palo Alto Department of Planning and Community Environment to establish the baseline for cultural resources in the project area. On July 27, 2012, LSA conducted an archival records search (NWIC file #11-1014) for the project area and a ¼-mile radius at the Northwest Information Center (the NWIC) at Sonoma State University. The NWIC, an affiliate of the California Historical Resources Information System, is the repository for cultural resource reports and records in Santa Clara County. Archival Research Results.The NWIC records search indicated that no cultural resources have been recorded in or adjacent to the project area. Three previous studies were conducted adjacent to, or within 250 feet of, the project area. These studies are as follows: x Cartier, Dr. Robert R., 1999. Cultural Resource Evaluation of the Sprint PCS Mitchell Park Project at 3600 Middlefield Road in the City of Palo Alto, County of Santa Clara. Archaeological Resource Management, San Jose, California. This study consisted of archival research, a field survey, and report of findings for a communications tower installation project just southeast of the intersection of Middlefield Road and East Meadow Drive. The study area was separated from the current project area by the Covenant Presbyterian Church. No cultural resources were identified in the study area, although a prehistoric archaeological site (CA-SCL- 624) consisting of midden and dietary debris, was identified approximately 2,000 feet southwest of the current project area. x Cartier, Robert, 1982. Cultural Resource Evaluation for a Parcel of Land at 3860 Middlefield Road in the City of Palo Alto, County of Santa Clara of the Sprint PCS Mitchell Park Project at 3600 Middlefield Road in the City of Palo Alto, County of Santa Clara. Archaeological Resource Management, San Jose, California. Magical Bridge Playground Project Page 28 Initial Study This study consisted of archival research, a field survey, and report of findings for a project involving the construction of classrooms for a children’s facility in a parcel immediately north of the current project area and fronting Middlefield Road. No cultural resources were identified in the study area. x Historic Resource Associates, 2005. Cultural Resources Study of the Middlefield & Meadow Dr. (Achieve School) Project Cingular Wireless Site No. SNFCCA2074F, 3860 Middlefield Road, Palo Alto, Santa Clara County, California 94303. Historic Resource Associates, El Dorado Hills, California. This study consisted of archival research, a field survey, and report of findings for a project involving the construction of a cellular telephone pole in the southwest corner of the Achieve School parking lot (i.e., the same parcel that contained the study area for the Cartier 1982 study previously described). No cultural resources were identified in the study area. a) No Impact. The project area does not contain a local cultural resource that is recognized by a City Council resolution. b) Potentially Significant Unless Mitigation Incorporated. The environmental setting of the project area was conducive to Native American use and settlement prior to Euro-American incursions in the Bay Area. The presence of prehistoric archaeological site CA-SCL-624 approximately 2,000 feet southwest of the project area supports this assessment. However, three separate archaeological studies in the vicinity of the project area did not identify archaeological deposits. Though unlikely, it cannot be entirely discounted that archaeological deposits, either prehistoric or historical, could be encountered during ground-disturbing activities. Such deposits could qualify as historical or archaeological resources under CEQA, in which case their disturbance would constitute “material impairment” and possibly result in a significant impact. Implementation of Mitigation Measure Cultural-1 described at the end of this section would reduce the severity of this potential impact to a less than significant level. c) Potentially Significant Unless Mitigation Incorporated. Given the nature of project construction and the relatively shallow depth of excavation required, it is unlikely that paleontological resources would be encountered. Though unlikely, this possibility cannot be entirely discounted. If encountered, such resources could qualify as significant for the scientific data they contain relating to ancient life, in which case their disturbance could possibly result in a significant impact. Implementation of Mitigation Measure Cultural-2 described at the end of this section would reduce the severity of this potential impact to a less than significant level. d) Potentially Significant Unless Mitigation Incorporated. Given the nature of the project environmental setting prior to Euro-American contact, it is possible that human remains associated with Native American use and habitation in the area could occur. Though unlikely, this possibility cannot be entirely discounted. If encountered, the disturbance of such remains could possibly result in a significant impact. Implementation of Mitigation Measure Cultural-3 described at the end of this section would reduce the severity of this potential impact to a less than significant level. e) No Impact. The project area is located in the southeast margin of Mitchell Park. Located at 600 East Meadow Drive, Mitchell Park consists of a 21.4-acre park named for J. Pierce Mitchell, a 31-year Palo Alto City Councilman, two-term Palo Alto mayor, and former Stanford professor of chemistry. The park contains a variety of recreational and community amenities, including lawn areas, a jogging and walking path, picnic areas, benches, tennis courts, handball courts, horseshoe pits, a multipurpose bowl, children’s play areas, public art, and a fenced dog run. When it opened in 1957, Mitchell Park received acknowledgement as a “new kind of park” that possessed amenities thought to appeal to a wide range of age groups. Originally, as indicated by older park plans, many different activities were represented, including above-ground “gopher holes” and a miniature freeway system in the tiny tot area, a circular roller skating slab, and shuffleboard, Magical Bridge Playground Project Page 29 Initial Study bocce, tennis, and picnicking areas. Over time, facilities became worn and infrastructure dated as funds for updating the park were not readily provided. In the 1990s, the City provided funding to upgrade Mitchell Park infrastructure.21 LSA did not identify any previous evaluations of Mitchell Park’s eligibility for listing in the National Register of Historic Places (NRHP), California Register of Historical Resources (CRHR), or City of Palo Alto Historic Inventory. A recent inquiry with staff of the Department of Planning and Community Environment yielded a determination by the City that Mitchell Park is not considered a historical resource as defined at California Public Resources Code (PRC) Section 21084.1.22 Magical Bridge. The existing bridge, an arched, glued-laminated timber bridge, has approaches whose slopes exceed ADA accessibility standards, and also suffers from deterioration of some of its wood and steel elements. Based on the undistinguished nature of the bridge design and its appearance as a utilitarian structure, it does not appear to be individually eligible for the CRHR due to a lack of significance; City of Palo Alto Historic Preservation Planner Dennis Backlund concurred with this conclusion.23 For this reason, Magical Bridge does not appear to qualify as a historical resource as defined at California PRC Section 21084.1. Impacts Discussion. California PRC Section 21060.5 “defines the ‘environment’ to include ‘historic conditions’ within an area which will be affected by a proposed project.” California PRC Section 21084.1 states that a project that “may cause a substantial adverse change in the significance of a historical resource” is “a project that may have a significant effect on the environment.” To assist lead agencies in assessing whether a significant effect would occur, California PRC Section 21084.1 requires two determinations: (1) whether a resource subject to impact qualifies as a “historical resource”; and (2) if so, whether such an impact would cause a “substantial adverse change” in the significance of the resource. CEQA Guidelines Section 15064.5(b)(1) defines a “substantial adverse change” as “physical demolition, destruction, relocation, or alteration of the resource or its immediate surroundings such that the significance of an historical resource would be materially impaired.” CEQA Guidelines Section 15064.5(b)(2) defines “materially impaired” as occurring when a project: x Demolishes or materially alters in an adverse manner those physical characteristics of an historical resource that convey its historical significance and that justify its inclusion in, or eligibility for, inclusion in the California Register of Historical Resources; or x Demolishes or materially alters in an adverse manner those physical characteristics that account for its inclusion in a local register of historical resources pursuant to section 5020(k) of the Public Resources Code or its identification in an historical resources survey meeting the requirements of section 5024.1(g) of the Public Resources Code, unless the public reviewing the effects of the project establishes by a preponderance of evidence that the resource is not historically or culturally significant; or x Demolishes or materially alters in an adverse manner those physical characteristics of a historical resource that convey its historical significance and that justify its eligibility for inclusion in the California Register of Historical Resources as determined by a lead agency for purposes of CEQA. 21 Description adapted from a profile of Mitchell Park at <http://www.cityofpaloalto.org/news/displaynews.asp?NewsID=114&TargetID=14>. 22 Email from Peter Jensen, ASLA, City of Palo Alto, to LSA on July 3, 2012. 23 Email from Dennis Backlund, Historic Preservation Planner, City of Palo Alto, to Amy French and Steven Turner, City of Palo Alto on June 13, 2012. Magical Bridge Playground Project Page 30 Initial Study Mitchell Park has been determined not to qualify as a historical resource under CEQA by the City of Palo Alto. Under California PRC Section 21084.1, Mitchell Park does not pass the first part of the two-part test to determine whether a significant impact would occur. By definition, if the resource at issue is not a historical resource, then no significant impact would occur. Regardless of the fact that Mitchell Park does not qualify as a historical resource, the improvements proposed as part of the proposed project are not actions that would introduce incompatible elements to the park. The construction of a playground would introduce a compatible use to a section of Mitchell Park that has been underutilized to this point, and would strengthen its identity as a recreationally-focused facility. The nature of the improvements, incorporating children’s play structures in a discrete location, is peripheral to the central portion of the park, the playing fields, the circulation network, and path lighting. Those aspects of the original design of the park would remain intact, there would be no expansion of the park boundary beyond its past limits, and the spatial relationship of the core park facilities would remain intact. Even if Mitchell Park had been determined to be a historical resource, the compatibility of the proposed project with the existing park facilities, layout, and predominant community uses would not meet the definition of “material impairment” that characterizes a significant cultural resource impact. f) No Impact. For the reasons described in Response (e) above, the proposed project will not have an impact on a resource that qualifies as a historical resource under CEQA. Mitigation Measures: Cultural-1: If deposits of prehistoric or historical archaeological materials are encountered during project activities, all work within 25 feet of the discovery shall be redirected until the archaeologist assesses the finds, consults with agencies as appropriate, and makes recommendations for the treatment of the discovery. Adverse effects on such deposits shall be avoided by project activities. If avoidance is not feasible, the archaeological deposits shall be evaluated for their eligibility for listing in the California Register. If the deposits are not eligible, avoidance is not necessary. If the deposits are eligible, adverse effects on the deposits shall be avoided or mitigated. Upon completion of the assessment, the archaeologist shall prepare a report to document the methods and results of the assessment and to provide recommendations for the treatment of the archaeological materials discovered. Mitigation may include excavation of the archaeological deposit in accordance with a data recovery plan (see CEQA Guidelines Section 15126.4(b)(3)(C)) and standard archaeological field methods and procedures; laboratory and technical analyses of recovered archaeological materials; preparation of a report detailing the methods, findings, and significance of the archaeological site and associated materials; and accessioning of archaeological materials and a technical data recovery report at a curation facility. The report shall be submitted to the City of Palo Alto and the Northwest Information Center at Sonoma State University within five calendar days of completion of the resource assessment. To address the possibility that archaeological materials may be discovered during project activities when an archaeologist is not on site, the applicant shall inform its contractor(s) of the archaeological sensitivity of the entire project site by including the following directive in contract documents: “If prehistoric or historical archaeological deposits are discovered during project activities, all work within 25 feet of the discovery shall be redirected and a qualified archaeologist contacted to assess the situation, consult with agencies as appropriate, and make recommendations regarding the treatment of the discovery. Project personnel should not collect or move any archaeological materials or human remains and associated materials. Archaeological resources can include flaked-stone tools (e.g., projectile points, knives, choppers) or obsidian, chert, basalt, or quartzite tool making debris; bone tools; culturally darkened soil Magical Bridge Playground Project Page 31 Initial Study (i.e., midden soil often containing heat-affected rock, ash and charcoal, shellfish remains, faunal bones, and cultural materials); and stone-milling equipment (e.g., mortars, pestles, handstones). Prehistoric archaeological sites often contain human remains. Historical materials can include wood, stone, concrete, or adobe footings, walls, and other structural remains; debris-filled wells or privies; and deposits of wood, glass, ceramics, metal, and other refuse.” The City of Palo Alto shall verify that the above language has been included in contract documents before issuance of the grading permit. Cultural-2: If paleontological resources are discovered during project activities, all work within 25 feet of the discovery shall be redirected until the paleontological monitor has assessed the situation and made recommendations regarding their treatment. It is recommended that adverse effects on paleontological resources be avoided by project activities. If avoidance is not feasible, the paleontological resources shall be evaluated for their significance. Paleontological resources are considered significant if they possess the possibility of providing new information regarding past life forms, paleoecology, stratigraphy, and geological formation processes. If the resources are not significant, avoidance is not necessary. If the resources are significant, they must be avoided, or any impacts must be mitigated. Mitigation may include monitoring of project ground-disturbing activities, recording of the fossil locality, data recovery and analysis, a technical data recovery report, and accessioning of the fossil material and technical report to a paleontological repository. Public educational outreach may also be appropriate. To document compliance with the mitigation, a report of findings with an appended, itemized inventory of specimens (as appropriate) shall be prepared and submitted to the City of Palo Alto and an appropriate repository, such as the University of California Museum of Paleontology within 90 calendar days of completion of the paleontological monitoring. Cultural-3: Any human remains encountered during project ground-disturbing activities shall be treated in accordance with California Health and Safety Code Section 7050.5. The applicant shall inform its contractor(s) of the possibility of encountering human remains by including the following directive in contract documents: “If human remains are uncovered, work within 25 feet of the discovery shall be redirected and the County Coroner notified immediately. At the same time, an archaeologist shall be contacted—if one is not already on site—to assess the situation and consult with agencies as appropriate. Project personnel shall not collect or move any human remains or associated materials. If the human remains are of Native American origin, the Coroner must notify the Native American Heritage Commission within 24 hours of this identification. The Native American Heritage Commission will identify a Native American Most Likely Descendant to inspect the site and provide recommendations for the proper treatment of the remains and associated grave goods.” The City of Palo Alto shall verify that the above language has been included in contract documents before issuing the grading permit. Upon completion of the assessment, the archaeologist shall prepare a report documenting the methods and results and provide recommendations regarding the treatment of the human remains and any associated cultural materials, as appropriate and in coordination with the recommendations of the Most Likely Descendent. The report shall be submitted to the City of Palo Alto and the Northwest Information Center at Sonoma State University. Magical Bridge Playground Project Page 32 Initial Study F. GEOLOGY, SOILS AND SEISMICITY Issues and Supporting Information Resources Would the project: Sources Potentially Significant Issues Potentially Significant Unless Mitigation Incorporated Less Than Significant Impact NoImpact a) Expose people or structures to potential substantial adverse effects, including the risk of loss, injury, or death involving: i) Rupture of a known earthquake fault, as delineated on the most recent Alquist-Priolo Earthquake Fault Zoning Map issued by the State Geologist for the area or based on other substantial evidence of a known fault? Refer to Division of Mines and Geology Special Publication 42. 1,16 X ii) Strong seismic ground shaking? 1,2 X iii) Seismic-related ground failure, including liquefaction? 1,2, 17, 18 X iv) Landslides? 1 X b) Result in substantial soil erosion or the loss of topsoil? 1,19 X c) Result in substantial siltation? 1,19 X d) Be located on a geologic unit or soil that is unstable, or that would become unstable as a result of the project, and potentially result in on- or off-site landslide, lateral spreading, subsidence, liquefaction or collapse? 1 X e) Be located on expansive soil, as defined in Table 18-1-B of the Uniform Building Code (1994), creating substantial risks to life or property? 1 X f) Have soils incapable of adequately supporting the use of septic tanks or alternative waste water disposal systems where sewers are not available for the disposal of waste water? 1,5 X g) Expose people or property to major geologic hazards that cannot be mitigated through the use of standard engineering design and seismic safety techniques? 1,5 X DISCUSSION: The project area is located in the western Diablo Range of the Coast Ranges Geomorphic Province, which includes San Francisco Bay and the northwest-trending mountains that parallel the coast of California. In the San Francisco Bay area, most of the Coast Ranges have developed on a basement of tectonically mixed Cretaceous and Jurassic age (70- to 200-million years old) rocks of the Franciscan Complex. Locally younger sedimentary and volcanic rocks cap these basement rocks. Still younger surficial deposits that reflect geologic conditions for the last million years or so cover most of the Coast Ranges. Magical Bridge Playground Project Page 33 Initial Study As described in Section D. Biological Resources, the soil type for the site is mapped as Urbanland-Clear Lake complex, 0 to 2 percent slopes24; however, soil samples taken at the project site showed that sandy clay loam soils are present.25 According to the City of Palo Alto Comprehensive Plan, three active faults in the vicinity of the project site, including the San Andreas Fault, the Monte Vista Fault, and Hermit Fault, as well as other fault traces around Stanford University could produce strong ground shaking at the project site. Mitchell Park is not located within a State-designated Alquist-Priolo Earthquake Fault Zone. With the exception of the existing bridge approaches, the project site is relatively flat. a) i) Less Than Significant Impact. Surface rupture occurs when the ground surface is broken due to fault movement during an earthquake. The location of surface rupture generally can be assumed to be along an active or potentially active major fault trace. The site is not located within a currently designated Alquist- Priolo Earthquake Fault Zone. The nearest active fault is the San Andreas Fault. No active or potentially active faults have been mapped at the project site; therefore, potential for fault rupture at the site is low. However, rupture of nearby faults could result in related seismic impacts, as described below. ii) Less Than Significant Impact.The project site and the entire San Francisco Bay Area is in a seismically active region subject to strong seismic ground shaking. Ground shaking is a general term referring to all aspects of motion of the earth’s surface resulting from an earthquake, and is normally the major cause of damage in seismic events. The extent of ground-shaking is controlled by the magnitude and intensity of the earthquake, distance from the epicenter, and local geologic conditions. As there are no structures for human habitation associated with the proposed project, special seismic design standards are not required. Any proposed structures (e.g., playground structures) would meet appropriate City seismic design requirements, which include the requirements of the California Building Code (CBC). Potential impacts to future park users during regional seismic events would be similar to existing conditions and are considered less than significant. iii) Less Than Significant Impact. Liquefaction is the transformation of saturated, loose, fine-grained sediment to a fluid-like state because of earthquake shaking or other rapid loading. Soils most susceptible to liquefaction are loose to medium dense, saturated sands, silty sands, sandy silts, non-plastic silts and gravels with poor drainage, or those capped by or containing seams of impermeable sediment. According to the California Geological Survey Seismic Hazard Zone Maps26, the possibility for hazard from liquefaction exists at the project site. According to the Association of Bay Area Government’s liquefaction susceptibility mapping27, the soil liquefaction potential on the project site is moderate. Similar to the response above, potential impacts to future Park users due to the effects of liquefaction would be similar to existing conditions and are considered less than significant. iv) No Impact. The proposed project would be located on a flat site in an existing City park that is surrounded by urban development. No landslides are located in the project vicinity and the project site is not subject to landslides. Implementation of the proposed project would not adversely impact persons or structures due to landslides. 24 University of California, Davis Soil Resource Laboratory. 2012. Online Soil Survey, California Soil Resource Laboratory. Accessed at <http://casoilresource.lawr.ucdavis.edu/drupal/node/27> on July 9, 2012. 25 Soil and Plant Laboratory, Inc. 2012. Soil lab results for the Magical Bridge, Palo Alto project (Job #P17711), Report 12-103-0052. Prepared for Royston, Hanamoto, Alley, and Abey. April 20, 2012.26 California Geological Survey, 2006. Seismic Hazard Zone Map – Mountain View Quadrangle. Available at: http://gmw.consrv.ca.gov/shmp/download/pdf/ozn_mview.pdf (Accessed 1 August 201). 27 Association of Bay Area Governments, 2011. Liquefaction Susceptibility Map. Available at: http://quake.abag.ca.gov/liquefaction/ (Accessed 1 August 2012) Magical Bridge Playground Project Page 34 Initial Study b) Less Than Significant Impact. Construction activities have the potential to disrupt soil and cause erosion. However, construction specifications require the preparation of a Stormwater Pollution and Prevention Plan (SWPPP) prior to any ground disturbance activities as required by the National Pollutant Discharge Elimination System (NPDES) General Permit (GP) for Construction (Order 2009-009-DWQ). The SWPPP will provide the details of the erosion control measures to be applied on the project site during the construction period, including Best Management Practices (BMPs) for erosion control that are recognized by the Regional Water Quality Control Board (RWQCB). These BMPs would include vegetation retention, scheduling of construction during the dry season (mid-April to mid-August), seeding of temporarily disturbed areas, and careful grading to disperse and avoid concentration of runoff. Disturbed portions of the project area would be vegetated following construction activities. In addition, the City requires that interim and final erosion and sedimentation control measures be identified as part of the application for a grading permit (Municipal Code Title 16). Prior to issuance of a grading permit, proposed erosion and sedimentation control measures would be reviewed and approved by the City. Implementation of a SWPPP and compliance with the City’s Municipal Code would reduce potential impacts to soil erosion or the loss of topsoil to a less than significant level. c) Less Than Significant Impact. See Response (b). d) Less Than Significant Impact. As described above, the potential for hazard from landslide is low and the potential for liquefaction is moderate. The project site is not located on Karst formations and has not been subjected to mining activities; thus, the risk of subsidence or collapse is expected to be low. The proposed project does not include any structures for human habitation and the potential impacts related to unstable soils for future park users would be similar to existing conditions; therefore, this impact is considered less than significant. e)Less Than Significant Impact. Expansion and contraction of volume can occur when expansive soils undergo alternating cycles of wetting (swelling) and drying (shrinking). During these cycles, the volume of the soil changes markedly. Expansive soils are common throughout Palo Alto and can cause damage to foundations and slabs unless properly treated during construction. The CBC requires that each construction location be evaluated to determine the appropriate treatment to eliminate soil expansion (e.g., grouting, compaction, and replacement with a non-expansion material). Because the proposed project does not include structures for human habitation and the project would meet appropriate City design requirements, including the CBC, impacts associated with expansive soils are considered less than significant. f) No Impact. Septic tanks and alternative wastewater disposal systems would not be installed on the project site. Therefore, implementation of the proposed project would not result in impacts to soils associated with the use of such wastewater treatment systems. g) No Impact. Although hazards exist, development would not expose people or property to major geologic hazards that cannot be addressed through the use of standard engineering design and seismic safety techniques, as required by building codes. With proper engineering new development is not expected to result in any significant adverse short or long-term impacts related to geology, soils or seismicity. Mitigation Measures: None Required Magical Bridge Playground Project Page 35 Initial Study G. GREENHOUSE GAS EMISSIONS Issues and Supporting Information Resources Would the project: Sources Potentially Significant Issues Potentially Significant Unless Mitigation Incorporated Less Than Significant Impact NoImpact a) Generate greenhouse gas emissions, either directly or indirectly, that may have a significant impact on the environment? 1,5,9 X b) Conflict with any applicable plan, policy or regulation of an agency adopted for the purpose of reducing the emissions of greenhouse gases? 1,5,9 X DISCUSSION: A general scientific consensus exists that global climate change is occurring caused in whole or in part by increased emissions of greenhouse gases (GHGs) that keep the Earth’s surface warm by trapping heat in the Earth’s atmosphere. While many studies show evidence of warming over the last century and predict future global warming, the causes of such warming and its potential effects are far less certain. In its “natural” condition, the greenhouse effect is responsible for maintaining a habitable climate on Earth, but human activity has caused increased concentrations of these gases in the atmosphere, thereby contributing to an increase in global temperatures. GHGs are present in the atmosphere naturally, are released by natural sources, or formed from secondary reactions taking place in the atmosphere. The six gases that are widely seen as the principal contributors to global climate change are: Carbon dioxide (CO2), Methane (CH4), Nitrous oxide (N2O), Hydroflourocarbons (HFCs), Perflourocarbons (PFCs), and Sulfur Hexaflouride (SF6). The primary existing sources of human-caused GHGs in the project area are vehicle emissions. a)Less Than Significant Impact.The BAAQMD CEQA Guidelines, adopted in May 2012, recommend that all GHG emissions from a project be estimated, including a project’s direct and indirect GHG emissions from operations. Because the proposed project would not generate a significant number of new vehicle trips, the proposed project would not cause a long-term increase in GHG emissions. GHG emissions could occur over the short-term from construction activities, consisting primarily of emissions from equipment exhaust. Due to the limited extent and duration of project construction, construction emissions associated with the proposed project would be only a very small fraction of the total statewide greenhouse gas emissions released annually. Therefore, the project would not generate significant greenhouse gas emissions. b)Less Than Significant Impact.The proposed project would construct a 1.25-acre playground (including a new bridge over Adobe Creek, associated pathways, and adjacent open play/turf area) to provide an additional recreation amenity for the public at Mitchell Park, an existing 21-acre City park. As indicated above, the project would not generate operational GHG emissions and would not generate significant construction greenhouse gas emissions. Therefore, the proposed project is consistent with all the applicable local plans, policies and regulations and would not conflict with the provisions of the City of Palo Alto Clean Air Plan, AB 32, or any other State or regional plan, policy or regulation of an agency adopted for the purpose of reducing greenhouse gas emissions. Mitigation Measures: None Required Magical Bridge Playground Project Page 36 Initial Study H. HAZARDS AND HAZARDOUS MATERIALS Note: Some of the thresholds can also be dealt with under a topic heading of Public Health and Safety if the primary issues are related to a subject other than hazardous material use. Issues and Supporting Information Resources Would the project: Sources Potentially SignificantIssues Potentially SignificantUnless Mitigation Incorporated Less Than SignificantImpact NoImpact a) Create a significant hazard to the public or the environment through the routing transport, use, or disposal of hazardous materials? 1,5 X b) Create a significant hazard to the public or the environment through reasonably foreseeable upset and accident conditions involving the release of hazardous materials into the environment? 1,5 X c) Emit hazardous emissions or handle hazardous or acutely hazardous materials, substances, or waste within one-quarter mile of an existing or proposed school? 1,5 X d) Construct a school on a property that is subject to hazards from hazardous materials contamination, emissions or accidental release? 1,5 X e) Be located on a site which is included on a list of hazardous materials sites compiled pursuant to Government Code Section 65962.5 and, as a result, would it create a significant hazard to the public or the environment? 1,20 X f) For a project located within an airport land use plan or, where such a plan has not been adopted, within two miles of a public airport or public use airport, would the project result in a safety hazard for people residing or working in the project area? 1X g) For a project within the vicinity of a private airstrip, would the project result in a safety hazard for people residing or working the project area? 1X h) Impair implementation of or physically interfere with an adopted emergency response plan or emergency evacuation plan? 1,2 X i) Expose people or structures to a significant risk of loss, injury, or death involving wildland fires, including where wildlands are adjacent to urbanized areas or where residences are intermixed with wildlands? 1,2 X j) Create a significant hazard to the public or the environment from existing hazardous materials contamination by exposing future occupants or users of the site to contamination in excess of soil and ground water cleanup goals developed for the site? 1,5 X DISCUSSION: Magical Bridge Playground Project Page 37 Initial Study Land uses in the project area include park/open space uses, public facilities (i.e., school, church), and residential uses. The project area is currently undeveloped and is unlikely to have any hazardous substances on site. The project site is not on a state-listed hazardous materials clean-up site. According to the California State Water Resources Control Board (SWRCB) Geotracker website28, twenty (20) state-listed hazardous materials clean-up sites are located within 1,000 feet of the project site. The majority of these sites are designated as “closed”, meaning that remediation has been completed. Only six (6) sites are currently designated as “open” indicating that remediation and/or monitoring is ongoing. These sites are: x Advalloy, East Charleston Inc., 844 East Charleston Road, Palo Alto, CA 94303: Other Clean-up Site; x Former Ford Aerospace, 3825 Fabian Way, Palo Alto, CA 94303: Other Clean-up Site; x Private Residence, Palo Alto, CA 94303: LUST Clean-up Site; x Palo Alto 76, 835 San Antonio Road, Palo Alto, CA 94303: Other Clean-up Site; x Taube Koret Campus, 901 San Antonio Road, Palo Alto, CA 94303: Other Clean-up Site; x West Marine, 850 San Antonio Road, Palo Alto, CA 94303: Other Clean-up Site. Groundwater flow in this area is generally north-northeast toward San Francisco Bay. All of these open sites are located east of the project site. The proposed project is not located down gradient from these hazardous materials sites; therefore, these hazardous sites are not expected to impact the proposed project. a)No Impact. After project construction, no routine transport or disposal of hazardous materials would be associated with the proposed project. While gas and diesel fuel would typically be used by construction vehicles, Best Management Practices (BMPs) would be utilized to ensure that no construction-related fuel hazards occur. Use, storage, transport and disposal of hazardous materials (including any hazardous wastes) during construction activities would be performed in accordance with existing local, state, and federal hazardous materials regulations. Therefore, implementation of the proposed project would not create a significant hazard to the public or the environment through the routine transport, use, or disposal of hazardous materials. This impact is considered less than significant. b)No Impact. As described in Response (a) above, operation of the project would not require routine use of hazardous materials; therefore, no hazards or hazardous materials impacts related to long term operation of the project are anticipated. Construction activities would include the use of limited quantities of ordinary equipment fuels and fluids. However, these materials would not be used in sufficient quantities to pose a threat to human or environmental health. Such materials would be kept at construction staging areas, and would be secured when not in use. In the unlikely event of a spill, fuels would be controlled and disposed of in accordance with applicable regulations. Therefore, development of the proposed project would not create a significant hazard to the public or environment. This impact is considered less than significant. c)No Impact. Several schools are located within approximately ¼ mile of the project site, including: Herbert Hoover Elementary School, Jane Lathrop Stanford Middle School and Fairmeadows Elementary School. As described above, the proposed project would not use or emit large quantities of hazardous materials that would pose a health risk to students. Therefore, this impact is considered less than significant. 28 State Water Resources Control Board, 2012. Geotracker website. Available at: http://geotracker.waterboards.ca.gov/map/?CMD=runreport&myaddress=600+East+Meadow+Drive%2C+palo+Alto%2C+CA (Accessed 18 July 2012) Magical Bridge Playground Project Page 38 Initial Study d)No Impact. The proposed project involves construction of a playground within an existing City park. No school would be constructed as part of the proposed project. e)No Impact. The project site is not included on the list of hazardous materials sites compiled pursuant to Government Code Section 65962.5. f)No Impact. The proposed project site is not located within an airport land use plan. The closest airport, Palo Alto Airport is located approximately 2.5 miles to the north. Therefore, the proposed project would not result in a safety hazard for people residing or working in the project area. g)No Impact. The project site is not in the vicinity of a private airstrip. Therefore, implementation of the proposed project would not expose persons to airport-related hazards. h)No Impact. Middlefield Road and East Charleston Road, located east and south of the project site respectively, are designated primary evacuation routes. However, the project site is not located immediately adjacent to either of these two routes nor would the proposed project impair or interfere with these evacuation routes. i)No Impact. The project site is located within an existing City park in an urbanized area and is not located within or near the wildland fire danger area. Therefore, the project would not expose people or structures to significant loss, injury, or death from wildfires beyond the existing conditions. j)No Impact. As described above, the proposed project is minor in scope and does not involve the use, creation or transportation of hazardous materials. The project site is not included on a list of hazardous materials sites and hazardous sites in the vicinity of the project site are not anticipated to affect the proposed project. Therefore, the proposed project would not create a significant hazard to the public or the environment from existing or future hazardous materials contamination. Mitigation Measures: None Required I. HYDROLOGY AND WATER QUALITY Issues and Supporting Information Resources Would the project: Sources Potentially SignificantIssues Potentially SignificantUnless Mitigation Incorporated Less Than SignificantImpact NoImpact a) Violate any water quality standards or waste discharge requirements? 1,2,5 X b) Substantially deplete groundwater supplies or interfere substantially with groundwater recharge such that there would be a net deficit in aquifer volume or a lowering of the local groundwater table level (e.g., the production rate of pre-existing nearby wells would drop to a level which would not support existing land uses or planned uses for which permits have been granted)? 2 X Magical Bridge Playground Project Page 39 Initial Study c) Substantially alter the existing drainage pattern of the site or area, including through the alteration of the course of a stream or river, in a manner which would result in substantial erosion or siltation on- or off-site? 1,5 X d) Substantially alter the existing drainage pattern of the site or area, including through the alteration of the course of a stream or river, or substantially increase the rate or amount of surface runoff in a manner which would result in flooding on- or off-site? 1,5 X e) Create or contribute runoff water which would exceed the capacity of existing or planned stormwater drainage systems or provide substantial additional sources of polluted runoff? 1,5 X f) Otherwise substantially degrade water quality? 1,5 X g) Place housing within a 100-year flood hazard area as mapped on a federal Flood Hazard Boundary or Flood Insurance Rate Map or other flood hazard delineation map? 2 X h) Place within a 100-year flood hazard area structures which would impede or redirect flood flows? 2 X i) Expose people or structures to a significant risk of loss, injury or death involve flooding, including flooding as a result of the failure of a levee or dam or being located within a 100-year flood hazard area? 2, X j) Inundation by seiche, tsunami, or mudflow?2,21 X k) Result in stream bank instability? 1,5 X DISCUSSION: The primary watercourse in the project vicinity is Adobe Creek, a northward-flowing stream originating on Black Mountain in Santa Clara County and draining to San Francisco Bay. As described in Section D. Biology, Adobe Creek runs in a concrete-lined channel in a semi-circle along the western and northern boundary of the project site. The San Francisco Bay RWQCB is responsible for administering and enforcing the National Pollutant Discharge Elimination System (NPDES) permit program to manage and monitor point and nonpoint source pollution. NPDES stormwater permits are required for projects that disturb more than 5 acres of land. Individual stormwater permits are required for urban areas with populations greater than 100,000 and self-implemented general NPDES permits are required for most industrial facilities and for construction sites exceeding 1 acre of land. The City of Palo Alto Municipal Code (Chapter 16.11 Stormwater Pollution Prevention) and the City’s Urban Runoff Management Plan also require erosion and sediment controls for construction projects with more than 1 acre of disturbance. The general NPDES stormwater permits for general industrial and construction activities require an applicant to file a public notice of intent (NOI) with the applicable RWQCB to discharge stormwater and prepare and implement a storm water pollution and prevention plan (SWPPP). The SWPPP includes a site map, description of stormwater discharge activities, and best management practices that would be employed to prevent water pollution. The SWPPP for general construction activity permits must describe Best Management Practices Magical Bridge Playground Project Page 40 Initial Study (BMPs) that would be used to control soil erosion and discharges of other construction-related pollutants that could contaminate nearby water resources. The BMPs include measures guiding the management and operation of construction sites to control and minimize the potential contribution of pollutants to storm runoff from these areas. These measures address procedures for controlling erosion and sedimentation and managing all aspects of the construction process to ensure control of potential water pollution sources. The project site is not located within the 100-year floodplain (i.e., an area in which there is a one percent chance per annum of a one hundred-year storm event) according to maps published by the Federal Emergency Management Agency (FEMA) (2009). According to the City of Palo Alto Comprehensive Plan 1998-2010, flooding is contained within the Adobe Creek channel. a)Less Than Significant Impact. Construction and operation of the proposed playground would result in an increase in stormwater runoff and erosion and associated discharge of additional sediment and/or other pollutants. These impacts are described in further detail below. Construction-Period Impacts. Disturbance during construction would result in erosion and associated discharge of additional sediment and/or other pollutants. To address potential erosion and water quality effects during construction, the proposed project shall incorporate Best Management Practices to control sedimentation and runoff. These measures would be consistent with the application for a stormwater permit from the RWQCB as mandated for projects in which one acre or more of disturbance would occur. City compliance with the NPDES Permit is mandated by State and federal laws and new construction projects are required to comply with storm water general permits. As required under the NPDES, construction sites over one acre that do not qualify for a waiver must prepare and implement a Stormwater Pollution Prevention Plan (SWPPP). The SWPPP is required to include BMPs to reduce potential impacts to surface water quality through the construction and life of the project and must adhere to the following requirements: x The SWPPP shall include measures to avoid creating contaminants, minimize the release of contaminants, and water quality control measures to minimize contaminants from entering surface water or percolating into the ground. x The water quality control measures shall address both construction and operation periods. x Fluvial erosion and water pollution related to construction shall be controlled by a construction water pollution control program that shall be filed with the appropriate agency and kept current throughout any site development phase. x The water pollution prevention program shall include BMPs, as appropriate, given the specific circumstances of the site and project. x The SWPPP shall be submitted for review and approval to the RWQCB. x A spill prevention and countermeasure plan shall be incorporated into the SWPPP. Adherence to these requirements would prevent substantial impacts to water quality; therefore construction- related impacts to water quality would be less than significant. Operational (Post-Construction) Impacts. Development of the proposed project would result in an increase in impervious surface area (approximately 9,348 square feet/0.2 acre) and an associated increase in the rate and volume of runoff from the site. The proposed project would include catch basins to capture runoff into the existing storm drainage system. Therefore, operational impacts to water discharge requirements are considered less than significant. Magical Bridge Playground Project Page 41 Initial Study b)Less Than Significant Impact. The proposed project would not substantially deplete groundwater supplies or interfere substantially with groundwater recharge as it would not draw on groundwater as a source of water supply. The proposed project would result in an increase in impervious surface area (approximately 9,348 square feet). However, the majority of the project site would remain pervious allowing water to infiltrate into the groundwater. Therefore, this impact is considered less than significant. c)Less Than Significant Impact. The existing drainage pattern at the project site would not be substantially altered, as drainage would occur via the existing drainage system. The course of Adobe Creek would not be altered. Therefore, this impact is considered less than significant. d)Less Than Significant Impact. As stated above, the project would not substantially alter the drainage pattern of the project site, or alter the course of a stream or a river. Development of the proposed project would result in a small increase in stormwater runoff due to increased soil compaction and construction of impervious surfaces. Stormwater runoff from the proposed project would be directed to the existing storm drainage system. However, the project includes elements to trap and filter runoff prior to discharge. Therefore, the project would not substantially increase the rate or amount of surface runoff, which would result in flooding on- or off-site. This impact is considered less than significant. e)Less Than Significant Impact. See Response (d). f)Less Than Significant Impact. See Response (a). g)No Impact. No housing units are proposed as part of the project. .h)No Impact. As part of the proposed project, the existing bridge over Adobe Creek would be replaced with a new bridge structure. The proposed bridge would clear span Adobe Creek at a height of the current bridge approximately five feet above the existing grade to allow sufficient clearance for debris flow during peak flow periods. The proposed project would not place within a 100-year flood hazard area structures that would impede or redirect flows. Therefore, no impacts related to flood hazards would occur. i)No Impact. The proposed project site is not located in the inundation area for any levee or dam in the project vicinity (ABAG 1995). As described above, the proposed project would not be located within the 100-year floodplain. The proposed bridge would be constructed at sufficient elevation to allow for clearance during peak flow periods. Therefore, the proposed project would not expose people or structures to a significant risk or loss, injury or death involving flooding. No impact would occur. j)No Impact. According to the California Geological Survey Tsunami Inundation Map,29 the project site is not located in a tsunami inundation area. Therefore, no impacts related to seiche and tsunami would occur. Mudflows are associated with hilly terrain, and the project area is flat; therefore, there are no impacts associated with mudflows. k)No Impact. As described in Response (h) above, the proposed bridge would clear span Adobe Creek, eliminating the need for construction work to be conducted within the creek channel. 29 California Geological Survey, California Emergency Management Agency and University of Southern California, 2009. Tsunami Inundation Map for Emergency Planning, State of California, County of Santa Clara, Mountain View Quadrangle. 31 July. Available at: http://www.conservation.ca.gov/cgs/geologic_hazards/Tsunami/Inundation_Maps/SantaClara/Documents/Tsunami_Inundation_MountainView_Quad_SantaClara.pdf (accessed on July 31, 2012). Magical Bridge Playground Project Page 42 Initial Study Mitigation Measures: None Required J. LAND USE AND PLANNING Issues and Supporting Information Resources Would the project: Sources Potentially SignificantIssues Potentially SignificantUnless Mitigation Incorporated Less Than SignificantImpact No Impact a) Physically divide an established community? 1,5 X b) Conflict with any applicable land use plan, policy, or regulation of an agency with jurisdiction over the project (including, but not limited to the general plan, specific plan, local coastal program, or zoning ordinance) adopted for the purpose of avoiding or mitigating an environmental effect? 1,2,3,4,5 X c) Conflict with any applicable habitat conservation plan or natural community conservation plan? 1,2 X d) Substantially adversely change the type or intensity of existing or planned land use in the area? 1,5 X e) Be incompatible with adjacent land uses or with the general character of the surrounding area, including density and building height? 1,5 X f) Conflict with established residential, recreational, educational, religious, or scientific uses of an area? 1,5 X g) Convert prime farmland, unique farmland, or farmland of statewide importance (farmland) to non-agricultural use? 1,2,3 X DISCUSSION: The proposed project would construct an approximately 22,000 square-foot playground within the boundaries of the existing Mitchell Park. Mitchell Park is located within the City of Palo Alto and is subject to the land use and zoning designations of the Palo Alto Comprehensive Plan and relevant portions of the Palo Alto Municipal Code. Mitchell Park is located at 600 East Meadow Drive. Land uses surrounding the project site include the existing park, public facilities (i.e., school, church) and residential uses. The City of Palo Alto Land Use Map designates the site as Public Parks defined as open lands with the primary purpose of active recreation and with an urban character. The Palo Alto Municipal Code specifies that the parcel is zoned Public Facilities (PF), which provides areas for governmental, public, utility, educational, and community service or recreational facilities. The proposed project for a playground within the existing community park is an allowable land use according to the land use and zoning designations for the project site and the proposed project would not require a change to the land use or zoning designations that apply. The proposed project would not conflict with applicable General Plan land use designations or City zoning standards. a)No Impact. The physical division of an established community typically refers to the construction of a physical feature (such as an interstate highway or railroad tracks) or removal of a means of access (such as a local road or bridge) that would impair mobility within an existing community, or between a community and Magical Bridge Playground Project Page 43 Initial Study outlying areas. The proposed project would provide for a playground within the boundaries of the existing Mitchell Park. The proposed project would not physically divide an established community b)No Impact. According to the City of Palo Alto Comprehensive Plan 1998-2010, the project site has a land use designation of Public Parks. The City of Palo Alto Municipal Code specifies that the parcel is zoned Public Facilities (PF), which allows public parks as a permitted use. Therefore, the proposed project would not conflict with applicable City of Palo Alto land use designations or zoning standards. The City of Palo Alto Comprehensive Plan and relevant sections of the City of Palo Alto Municipal Code outline relevant policies and regulations applicable to the proposed project, including policies to preserve visual, cultural, and natural resources and to protect the health and safety of the citizens of Palo Alto. Consistent with the goals and policies of these relevant planning documents, the project has been designed to minimize impacts to natural resources, particularly existing trees and Adobe Creek. Where potentially significant environmental impacts have been identified in this Initial Study, they have been mitigated to a less than significant impact with the implementation of appropriate mitigation measures. Therefore, the proposed project is determined to be consistent with applicable land use plans, policies and regulations. c)No Impact. The proposed project would not conflict with the provisions of an adopted Habitat Conservation Plan, Natural Community Conservation Plan, or other approved local, regional, or state habitat conservation plan. d)No Impact. The proposed project would construct a playground within an existing City park. Although construction of the proposed playground may increase the use of Mitchell Park, such an incremental increase in use is not expected to be substantial. Therefore, the proposed project would not substantially adversely change the type or intensity of use in the project area. e)No Impact. The proposed project would not change the existing use of the site for a public park. Therefore, the proposed project would not be incompatible with adjacent land uses. Proposed improvements would not include any tall structures or landscaping that would be incompatible with the general character of the surrounding area. f)No Impact. The proposed playground would enhance the use of the project site for recreation. The proposed project would not conflict with established residential, recreational, educational, religious or scientific uses of the area. g)No Impact. As described in Section B, the project area is not located in a “Prime Farmland”, “Unique Farmland”, or “Farmland of Statewide Importance” area, as shown on the maps prepared for the Farmland Mapping and Monitoring Program of the California Resources Agency. Therefore, the proposed project would not convert prime farmland, unique farmland, or farmland of statewide importance to non-agricultural use. Mitigation Measures: None Required Magical Bridge Playground Project Page 44 Initial Study K. MINERAL RESOURCES Issues and Supporting Information Resources Would the project: Sources Potentially SignificantIssues Potentially SignificantUnless Mitigation Incorporated Less Than SignificantImpact No Impact a) Result in the loss of availability of a known mineral resource that would be of value to the region and the residents of the state? 1,2 X b) Result in the loss of availability of a locally- important mineral resource recovery site delineated on a local general plan, specific plan or other land use plan? 1,2 X DISCUSSION: The City of Palo Alto has been classified by the California Department of Conservation (DOC), Division of Mines and Geology (DMG) as a Mineral Resource Zone 1 (MRZ-1). This designation signifies that there are no aggregate resources in the area. The DMG has not classified the City for other resources. The 1998-2010 Comprehensive Plan does not indicated that there are locally or regionally valuable mineral resources within the City of Palo Alto. a)No Impact. The development of the proposed playground would not create an adverse impact on locally or regionally-significant mineral resources. The City of Palo Alto Comprehensive Plan does not identify any mineral resource locations in the vicinity of the proposed project. b)No Impact. See response (a) above. Mitigation Measures: None Required. L. NOISE Issues and Supporting Information Resources Would the project: Sources Potentially Significant Issues Potentially Significant Unless Mitigation Incorporated Less Than Significant Impact No Impact a) Exposure of persons to or generation of noise levels in excess of standards established in the local general plan or noise ordinance, or applicable standards of other agencies? 1,2,22 X b) Exposure of persons to or generation of excessive ground borne vibrations or ground borne noise levels? 1,2,22 X c) A substantial permanent increase in ambient noise levels in the project vicinity above levels existing without the project? 1,2,22 X d) A substantial temporary or periodic increase in ambient noise levels in the project vicinity above levels existing without the project? 1,2,22 X e) For a project located within an airport land use plan or, where such a plan has not been adopted, would the project expose people 1,2 X Magical Bridge Playground Project Page 45 Initial Study Issues and Supporting Information Resources Would the project: Sources Potentially SignificantIssues Potentially SignificantUnless Mitigation Incorporated Less Than SignificantImpact No Impact residing or working in the project area to excessive noise levels? f) For a project within the vicinity of a private airstrip, would the project expose people residing or working in the project area to excessive noise levels? 1,2 X g) Cause the average 24 hour noise level (Ldn) to increase by 5.0 decibels (dB) or more in an existing residential area, even if the Ldn would remain below 60 dB? 1X h) Cause the Ldn to increase by 3.0 dB or more in an existing residential area, thereby causing the Ldn in the area to exceed 60 dB? 1X i) Cause an increase of 3.0 dB or more in an existing residential area where the Ldn currently exceeds 60 dB? 1X j) Result in indoor noise levels for residential development to exceed an Ldn of 45 dB? 1X k) Result in instantaneous noise levels of greater than 50 dB in bedrooms or 55 dB in other rooms in areas with an exterior Ldn of 60 dB or greater? 1X l) Generate construction noise exceeding the daytime background Leq at sensitive receptors by 10 dBA or more? 1,22 X DISCUSSION: Noise is usually defined as unwanted sound. Noise consists of any sound that may produce physiological or psychological damage and/or interfere with communication, work, rest, recreation, or sleep. Several noise measurement scales exist that are used to describe noise in a particular location. A decibel (dB) is a unit of measurement that indicates the relative intensity of a sound. The 0 point on the dB scale is based on the lowest sound level that the healthy, unimpaired human ear can detect. Changes of 3.0 dB or less are only perceptible in laboratory environments. Audible increases in noise levels generally refer to a change of 3.0 dB or more, as this level has been found to be barely perceptible to the human ear in outdoor environments. Sound levels in dB are calculated on a logarithmic basis. An increase of 10 dB represents a 10-fold increase in acoustic energy, while 20 dB is 100 times more intense, and 30 dB is 1,000 times more intense. Each 10 dB increase in sound level is perceived as approximately a doubling of loudness. Sound intensity is normally measured through the A-weighted sound level (dBA). This scale gives greater weight to the frequencies of sound to which the human ear is most sensitive. The primary existing noise source in the project area is vehicle traffic, including cars, trucks, buses, and motorcycles. The level of vehicular noise generally varies with the volume of traffic, the number of trucks or buses, the speed of traffic, and the distance from the roadway. The proposed playground would be located within the existing Mitchell Park, which is developed for active and passive recreation use. Residential neighborhoods and public facilities border the park along most of its boundary. The proposed playground would be located in an underutilized portion of the park that is bounded by Adobe Magical Bridge Playground Project Page 46 Initial Study Creek, existing tennis courts and a row of eucalyptus trees that blocks the direct line of sight from the majority of the project area to nearby sensitive receptors. a)Less Than Significant Impact. The long-term operational and short-term construction noise impacts of the proposed project are described below. Long-Term Operational Impacts.Use of the proposed playground would not result in an increase in noise levels. Noise sources associated with recreation use, such as human voices or barking dogs would not be loud enough to disturb sensitive receptors in the project vicinity and would be similar to what is experienced with existing use of Mitchell Park. Short-Term (Construction) Impacts.Construction of the proposed project would require excavation and earthwork activities that could generate noise levels that exceed established thresholds. Although these activities could result in infrequent periods of high noise, this noise would not be sustained and would occur only during the temporary construction period (approximately 9 months). No pile driving or other construction activity that would generate very high noise levels or ground borne vibration would occur within the project site. According to the City’s Noise Ordinance (City of Palo Alto Municipal Code Chapter 9.10) construction activities may be conducted between 8:00 a.m. and 6:00 p.m. on weekdays and between 9:00 a.m. and 6:00 p.m. on Saturdays. Construction on Sundays and holidays is prohibited. The Noise Ordinance also limits the noise level of construction equipment. All development, including construction activities, must comply with the City’s Noise Ordinance (Palo Alto Municipal Code Chapter 9.10), which restricts the timing and overall noise levels associated with construction activity. Short-term temporary construction activities that comply with the Noise Ordinance would result in less than significant impacts. b)Less Than Significant Impact. Development of the proposed project would not result in excessive ground borne vibration or noise levels. Relatively minor vibrations may occur from the use of trucks or other construction equipment used for excavation and earthwork activity. However, this ground borne condition from such equipment would be relatively minor, intermittent, short-term, and restricted to daytime hours. c)Less Than Significant Impact. As described in Response (a), operational noise associated with implementation of the proposed project (including traffic, participant and spectator noise, and maintenance noise sources) would be similar to existing noise levels in the project vicinity. Therefore, there would not be a substantial permanent increase in noise levels in the project vicinity above levels existing without the project. d)Less Than Significant Impact. Construction of the proposed project would require the use of construction equipment and would generate temporary periodic increases in ambient noise levels in the vicinity of the project site. However, these noise levels would occur in association with excavation and earthwork activities and would be intermittent and short term. Compliance with the City of Palo Alto Noise Ordinance would ensure noise impacts associated with construction would be less than significant. e)No Impact. The project site is not located within an airport land use plan, or within two miles of a public airport or public use airport. The proposed project site is not located within an airport land use plan. The closest airport, Palo Alto Airport is located approximately 2.5 miles to the north. Therefore, the proposed project would not expose people residing or working in the project area to excessive noise levels. f)No Impact. The proposed project is not located within the vicinity of a private airstrip. g)Less Than Significant Impact. See response (a) above. Magical Bridge Playground Project Page 47 Initial Study h)Less Than Significant Impact. See response (a) above. i)Less Than Significant Impact. See response (a) above. j)Less Than Significant Impact. See response (a) above. k)Less Than Significant Impact. See response (a) above. l)Less Than Significant Impact. See response (a) above. Mitigation Measures: None Required M. POPULATION AND HOUSING Issues and Supporting Information Resources Would the project: Sources Potentially SignificantIssues Potentially SignificantUnless Mitigation Incorporated Less Than SignificantImpact No Impact a) Induce substantial population growth in an area, either directly (for example, by proposing new homes and businesses) or indirectly (for example, through extension of roads or other infrastructure)? 1X b) Displace substantial numbers of existing housing, necessitating the construction of replacement housing elsewhere? 1X c) Displace substantial numbers of people, necessitating the construction of replacement housing elsewhere? 1X d) Create a substantial imbalance between employed residents and jobs? 1X e) Cumulatively exceed regional or local population projections? 1X DISCUSSION: The proposed project involves construction of a playground within an existing City park. Land uses in the vicinity of the project site include park uses and other public facilities, including Hoover Elementary School. The park is surrounded by urban development. a)No Impact. The proposed project would improve the project site with a playground. No new housing, commercial, or industrial space would be developed as part of the proposed project. Therefore, the proposed project would not directly or indirectly induce substantial population growth. b)No Impact. The proposed project is located on an underutilized piece of land within an existing City park. No housing would be displaced as a result of the proposed project. c)No Impact. See response (b) above. Magical Bridge Playground Project Page 48 Initial Study d)No Impact. The proposed project would improve the project site with a playground. No new housing, commercial, or industrial space would be developed as part of the proposed project. Therefore, the proposed project would not create a substantial imbalance between employed residents and jobs. e)No Impact. See response (a) above. Mitigation Measures: None Required. N. PUBLIC SERVICES Issues and Supporting Information Resources Would the project: Sources Potentially SignificantIssues Potentially SignificantUnless Mitigation Incorporated Less Than SignificantImpact No Impact Would the project result in substantial adverse physical impacts associated with the provision of new or physically altered governmental facilities, need for new or physically altered governmental facilities, the construction of which could cause significant environmental impacts, in order to maintain acceptable service ratios, response times or other performance objectives for any of the public services: a) Fire protection? 1 X b) Police protection? 1 X c) Schools? 1 X d) Parks? 1 X e) Other public facilities? 1 X DISCUSSION: The proposed project involves construction of a playground within an existing City park. The project site is located within the City of Palo Alto and surrounded by urban development. Fire protection services within the City are provided by the Palo Alto Fire Department, which operates eight fire stations throughout the City and one station on the Stanford campus. The nearest fire station to the project site is located at 3600 Middlefield Road. Police protection services are provided by the Palo Alto Police Department, located adjacent to City Hall at 275 Forest Avenue. The Palo Alto Unified School District (PAUSD) operates the City’s public schools, including one preschool, eleven elementary schools, two middle schools, two high schools, a continuation school, an adult school, the Lucile Salter Packard Children’s Hospital school and a summer school. As outlined in the project description, several schools are located in the vicinity of the project site, including: Herbert Hoover Elementary School, Jane Lathrop Stanford Middle School and Fairmeadows Elementary School. The City owns and operates 29 neighborhood and district parks totaling approximately 190 acres. The project site is located within the existing Mitchell Park. Mitchell Park is a 21-acre City park that provides opportunities for active recreation, including picnic areas, tennis courts, handball courts, horseshoe pits, children’s play areas, jogging/walking path, and a fenced dog run. Magical Bridge Playground Project Page 49 Initial Study a)Less Than Significant Impact. Implementation of the proposed project would improve the site for use as a playground to serve the City of Palo Alto. Use of the site would increase as a result of proposed improvements. However, visitors to the site are anticipated to come primarily from local neighborhoods, those people generally reside within walking or biking distance of the project site and those who already use the park. Because the proposed project would not increase the population in the area, impacts associated with an increased demand for fire protection services are considered less than significant. b)Less Than Significant Impact. Implementation of the proposed project would improve the site for use as a playground to serve the City of Palo Alto. Use of the site would increase as a result of proposed improvements. However, visitors to the site are anticipated to come primarily from local neighborhoods, those people generally reside within walking or biking distance of the project site and those who already use the park. Because the proposed project would not increase the population in the area, impacts associated with an increased demand for police protection services are considered less than significant. c)No Impact. Implementation of the proposed project would not result in any local or regional population increase. Therefore, the project would not require construction of new schools, or result in schools exceeding their capacities. d)No Impact. The proposed project would improve the project site for use as a playground, providing am additional recreation amenity within an existing City park. While implementation of the proposed project may increase the use of Mitchell Park, no additional demand for construction of new parks or park facilities would be generated as a result of the proposed project. e)No Impact. The proposed project would improve the project site as a playground within an existing City park. It would not result in impacts to other public facilities. Mitigation Measures: None Required. O. RECREATION Issues and Supporting Information Resources Would the project: Sources Potentially SignificantIssues Potentially SignificantUnless Mitigation Incorporated Less Than SignificantImpact No Impact a) Would the project increase the use of existing neighborhood and regional parks or other recreational facilities such that substantial physical deterioration of the facility would occur or be accelerated? 1 X b) Does the project include recreational facilities or require the construction or expansion of recreational facilities which might have an adverse physical effect on the environment? 1 X DISCUSSION: The proposed project involves construction of a playground within an existing City park and would contribute to alleviating recreation needs in this area of Palo Alto. Magical Bridge Playground Project Page 50 Initial Study a)Less Than Significant Impact. The proposed project would create a new, recreation facility within a currently undeveloped portion of the existing Mitchell Park. With the addition of this new facility, use of Mitchell Park would likely increase. However, it is not anticipated that the incremental increase in use would result in or accelerate a physical deterioration of the existing park. Therefore, this impact is considered less than significant. b)Less Than Significant Impact. The proposed project would improve an existing underutilized parcel of land within Mitchell Park with various playground amenities, pathways and landscaping. The intent of the master plan process, beginning with documentation of existing conditions and the involvement of the public, is to minimize adverse physical effects on the environment. Potential adverse effects on the environment related to the development of proposed playground facilities have been evaluated in this Initial Study. Implementation of the mitigation measures described in this Initial Study would reduce potentially adverse physical environmental impacts to less than significant levels. Mitigation Measures: None Required. P. TRANSPORTATION AND TRAFFIC Issues and Supporting Information Resources Would the project: Sources Potentially Significant Issues Potentially Significant Unless Mitigation Incorporated Less Than Significant Impact No Impact a) Exceed the capacity of the existing circulation system, based on an applicable measure of effectiveness (as designated in a general plan policy, ordinance, etc.), taking into account all relevant components of the circulation system, including but not limited to intersections, streets, highways and freeways, pedestrian and bicycle paths, and mass transit? 1,5,10 X b) Conflict with an applicable congestion management program, including but not limited to level of service standards and travel demand measures, or other standards established by the county congestion management agency for designated roads or highways? 1,5,10 X c) Result in change in air traffic patterns, including either an increase in traffic levels or a change in location that results in substantial safety risks? 1,5 X d) Substantially increase hazards due to a design feature (e.g., sharp curves or dangerous intersections) or incompatible uses (e.g., farm equipment)? 1,5 X e) Result in inadequate emergency access? 1,5 X f) Result in inadequate parking capacity? 1,5,10 X g) Conflict with adopted policies, plans, or programs supporting alternative 1,2,5 X Magical Bridge Playground Project Page 51 Initial Study transportation (e.g., pedestrian, transit & bicycle facilities)? h) Cause a local (City of Palo Alto) intersection to deteriorate below Level of Service (LOS) D and cause an increase in the average stopped delay for the critical movements by four seconds or more and the critical volume/capacity ratio (V/C) value to increase by 0.01 or more? 1,5,10 X i) Cause a local intersection already operating at LOS E or F to deteriorate in the average stopped delay for the critical movements by four seconds or more? 1,5,10 X j) Cause a regional intersection to deteriorate from an LOS E or better to LOS F or cause critical movement delay at such an intersection already operating at LOS F to increase by four seconds or more and the critical V/C value to increase by 0.01 or more? 1,5,10 X k) Cause a freeway segment to operate at LOS F or contribute traffic in excess of 1% of segment capacity to a freeway segment already operating at LOS F? 1,5,10 X l) Cause any change in traffic that would increase the Traffic Infusion on Residential Environment (TIRE) index by 0.1 or more? 1,5,10 X m) Cause queuing impacts based on a comparative analysis between the design queue length and the available queue storage capacity? Queuing impacts include, but are not limited to, spillback queues at project access locations; queues at turn lanes at intersections that block through traffic; queues at lane drops; queues at one intersection that extend back to impact other intersections, and spillback queues on ramps. 1,5,10 X n) Impede the development or function of planned pedestrian or bicycle facilities? 1,5 X o) Impede the operation of a transit system as a result of congestion? 1,5 X p) Create an operational safety hazard? 1,5 X DISCUSSION: Information in the following section is summarized from the traffic and parking study prepared for the proposed project.30 The study included review of: 1) general level of magnitude vehicle trip generation; 2) parking alternatives; and 3) access and routes. The proposed playground is intended to be fully inclusive for everyone in the community including older adults and the approximately 1,500 children in the City of Palo Alto with special needs. The proposed project would be designed to encourage pedestrian and bicycle travel to the playground from the existing park, surrounding public facilities, and adjacent residential neighborhoods. Parking for the proposed 30 BKF Engineers, Inc., 2014. The Magical Bridge Playground: Preliminary Parking Alternatives, Parking and Traffic Study, and Pedestrian and Bicycle Access Plan. 10 April. Magical Bridge Playground Project Page 52 Initial Study playground would be accommodated by the existing Mitchell Park parking lot, the future library parking lot, and limited on-street parking on Charleston. a)Less Than Significant Impact. According to the parking and traffic study, the additional vehicular traffic and parking demands resulting from the proposed playground would be relatively small based on the following: 1) Many users of the playground either drive, walk or bike to Mitchell Park; 2) Many users of the playground may already be using Mitchell Park and would not generate unique trips; and 3) Park use generally occurs during weekends and weekday non-peak hours. Therefore, the trip generation for the proposed project would not be significant enough to degrade the level of service (LOS) of nearby intersections. b)Less Than Significant Impact. As the Congestion Management Agency (CMA) for Santa Clara County, the Santa Clara Valley Transportation Authority (VTA) is responsible for establishing, implementing and monitoring the County’s Congestion Management Program (CMP). Through its implementation of the CMP, the VTA works to ensure that roadways operate at acceptable levels of service and reviews development proposals to ensure that transportation impacts are minimized. As described in Response (a), the trip generation for the proposed project would be negligible. Therefore, the proposed project would not conflict with the Santa Clara County CMP. c)No Impact. The project site is not in proximity to an airport and would have no impact on air traffic patterns. d)Less Than Significant Impact. The proposed project would be designed and constructed in conformance with all applicable City standards. The uses proposed in the Master Plan would be consistent with the existing uses of Mitchell Park and surrounding development. As a result, the design of the proposed project would not increase hazards. e)No Impact. The proposed project would provide access from the north via an existing path, and the new bridge over Adobe Creek, from the southeast via an existing bike path, and from the northeast via the adjacent private property. No new vehicular access points are proposed as part of the project. Proposed access routes would be designed consistent with City standards so as not to impede emergency access to the site. In addition, the project would not include any features that would obstruct normal emergency vehicle travel on nearby streets. g)Less Than Significant Impact. As described above, the additional parking demands from the proposed playground would be relatively small and could be accommodated by existing parking available in the project area (i.e., the existing Mitchell Park lot, future library parking lot, on-street parking). According to the City of Palo Alto Municipal Code, the City of Palo Alto does not have established vehicle parking requirements for public facilities (i.e., parks). Because the proposed project is focused on accessibility, available accessible parking was reviewed.31 The closest existing accessible parking (two spaces, including one van space) is located in the Mitchell Park parking lot. The accessible spaces are at the southern end of the parking lot and are the closest parking spaces to the park project (approximately 450-feet away). The City of Palo Alto requires bicycle parking for recreational centers and facilities, including parks. The proposed project would provide approximately 10 inverted U-racks (or similar) for bicycle parking consistent with City of Palo Alto standards.Therefore, parking generation for the proposed project would not adversely impact available parking in the project area or result in inadequate parking capacity. g)Less Than Significant Impact. A pedestrian and bicycle analysis was included in the traffic and parking study to evaluate potential access routes and internal circulation for pedestrians and bicyclists. The analysis 31 BKF Engineers, Inc., 2014. The Magical Bridge Playground: Preliminary Parking Alternatives, Parking and Traffic Study, and Pedestrian and Bicycle Access Plan. 10 April. Magical Bridge Playground Project Page 53 Initial Study concluded that there are few limitations to pedestrian and bicycle access. Class II bike lanes and sidewalks surround the project site on Charleston, Middlefield and East Meadow Drive and numerous paths are located within Mitchell Park that provide access to the project site. The proposed project would improve the site as a playground with the intent that a mix of users would drive, walk or bike to the project site. Pathway improvements are proposed to enhance pedestrian and bicycle access, and improve ADA accessibility to the project site. Therefore, the proposed project would not conflict with adopted policies, plans, or programs supporting alternative transportation. h)Less Than Significant Impact. See Response (a). i)Less Than Significant Impact. See Response (a). j)Less Than Significant Impact. See Response (a). k)Less Than Significant Impact. See Response (a). l)Less Than Significant Impact. See Response (a). m) Less Than Significant Impact. See Response (a). n)Less Than Significant Impact. See Response (g). o)Less Than Significant Impact. See Response (a). p)Less Than Significant Impact. See Response (a) and (d). Mitigation Measures: None Required. Q. UTILITIES AND SERVICE SYSTEMS Issues and Supporting Information Resources Would the project: Sources Potentially SignificantIssues Potentially SignificantUnless Mitigation Incorporated Less Than SignificantImpact No Impact a) Exceed wastewater treatment requirements of the applicable Regional Water Quality Control Board? 1,5 X b) Require or result in the construction of new water or wastewater treatment facilities or expansion of existing facilities, the construction of which could cause significant environmental effects? 1,5 X c) Require or result in the construction of new storm water drainage facilities or expansion of existing facilities, the construction of which could cause significant environmental effects? 1,5 X d) Have sufficient water supplies available to serve the project from existing entitlements and resources, or are new or expanded 1,5 X Magical Bridge Playground Project Page 54 Initial Study Issues and Supporting Information Resources Would the project: Sources Potentially SignificantIssues Potentially SignificantUnless Mitigation Incorporated Less Than SignificantImpact No Impact entitlements needed? e) Result in a determination by the wastewater treatment provider which serves or may serve the project that it has inadequate capacity to serve the project’s projected demand in addition to the provider’s existing commitments? 1,5 X f) Be served by a landfill with sufficient permitted capacity to accommodate the project’s solid waste disposal needs? 1,5 X g) Comply with federal, state, and local statutes and regulations related to solid waste? 1,5 X h) Result in a substantial physical deterioration of a public facility due to increased use as a result of the project? 1,5 X DISCUSSION: The proposed Magical Bridge Playground is located within an urbanized area within the City of Palo Alto. Utilities and services exist or are available through local City services, GreenWaste (solid waste removal), and other providers. a)No Impact. Playground visitors would be directed to existing restrooms within Mitchell Park. The increased use of the park generated by the proposed playground may generate an increase in wastewater. However, such an increase would be minimal and would not result in the violation of water quality standards or waste discharge requirements. Therefore, this impact is less than significant. . b)No Impact. The proposed project would not require water or wastewater treatment as no potable water and/or toilets would be provided as part of proposed improvements. Playground users would be directed to the existing water fountain and restrooms within Mitchell Park. Some water may be needed during construction (e.g., dust control) and during maintenance of the proposed playground. However, such an increase in water demand would be minimal and would not require the construction of new wastewater treatment facilities or expansion of existing facilities. Therefore, this impact is considered less than significant. c)No Impact. The proposed project would not result in significant changes to stormwater drainage. It does not include substantial amounts of paving or other impervious surfaces. The proposed project would not result in an increase in stormwater runoff, erosion or sedimentation on- or off-site. d)No Impact. See Response (b) above. e)No Impact. See Response (b) above. f)No Impact. The proposed project could generate limited quantities of solid waste associated with use of the proposed playground. The existing Mitchell Park includes trash cans and recycling receptacles to collect solid waste. Because the amount of solid waste generated by the proposed playground would be minimal relative to the amount of waste generated currently in Mitchell Park, solid waste disposal facilities would not be affected by development of the proposed project. Therefore, the proposed project would be served by a landfill with sufficient permitted capacity to accommodate the proposed project’s solid waste disposal needs. Magical Bridge Playground Project Page 55 Initial Study g)No Impact. The proposed project would promote recycling on-site. Receptacles for recyclable waste would be provided as part of proposed improvements. The City of Palo Alto currently complies with federal, state, and local statutes related to solid waste recycling. These programs would continue with implementation of the proposed project. h)No Impact. As described previously, implementation of the proposed playground may result in an increase in the use of Mitchell Park. However, is not anticipated that the incremental increase in use would cause a substantial physical deterioration of Mitchell Park to occur or be accelerated. Mitigation Measures: None Required R. MANDATORY FINDINGS OF SIGNIFICANCE Issues and Supporting Information Resources Would the project: Sources Potentially SignificantIssues Potentially SignificantUnless Mitigation Incorporated Less Than SignificantImpact No Impact a) Does the project have the potential to degrade the quality of the environment, substantially reduce the habitat of a fish or wildlife species, cause a fish or wildlife population to drop below self-sustaining levels, threaten to eliminate a plant or animal community, reduce the number or restrict the range of a rare or endangered plant or animal or eliminate important examples of the major periods of California history or prehistory? 1,2,3,4,5,6, 11,12,15 X b) Does the project have impacts that are individually limited, but cumulatively considerable? (“Cumulatively considerable” means that the incremental effects of a project are considerable when viewed in connection with the effects of past projects, the effects of other current projects, and the effects of probable future projects)? 1 X c) Does the project have environmental effects which will cause substantial adverse effects on human beings, either directly or indirectly? 1,5 X DISCUSSION: a)Less Than Significant Impact. As described in the sections above, all environmental effects were determined to be less than significant or reduced below levels of significance with mitigation. The proposed project would result in the development of a playground that could affect the environment. Implementation of the mitigation measures recommended in this Initial Study would ensure that construction and operation of the proposed project would not substantially degrade the quality of the environment; reduce the habitat, population, or range of a plant or animal species; or eliminate important examples of California history or prehistory. Magical Bridge Playground Project Page 56 Initial Study b)Less Than Significant Impact. The impacts of the proposed project are individually limited and not cumulatively considerable. The proposed project would result in development of a playground within an existing City park to serve the existing residents of the City of Palo Alto. All environmental impacts that could occur as a result of the proposed project would be reduced to less than significant levels through implementation of the mitigation measures recommended in this Initial Study. The proposed project would not generate a significant amount of greenhouse gas emissions and would therefore not result in a cumulatively considerable impact to global climate change c)No Impact. As described in this Initial Study, the implementation of the proposed project could result in temporary air quality, hazardous materials, and noise impacts during the construction period and could expose people to risks associated with geologic hazards. Implementation of the recommended mitigation measures and compliance with City construction standards and practices would ensure that the proposed project would not result in environmental effects that could cause substantial adverse effects on human beings. Magical Bridge Playground Project Page 57 Initial Study SOURCE REFERENCES 1. Knowledge of the site and the proposed project 2. Palo Alto Comprehensive Plan, 1998-2010 3. Palo Alto Municipal Code, Title 18 – Zoning Ordinance 4. Palo Alto Tree Technical Manual, Municipal Code Chapter 8.10.030, June 2001 5. Project Plans 6. Arborist Report (HortScience, Inc. 2014) 7. Magical Bridge Playground Shade Study (RHAA 2012) 8. California Scenic Highway Program 9. California Environmental Quality Act Air Quality Guidelines, June 2010 10. Preliminary Parking Alternatives, Parking and Traffic Study (BKF Engineers, 2014) 11. California Natural Diversity Database (CDFW, 2012) 12. San Francisco Estuary Fish Study (R.A. Leidy, 2007) 13. Online Soil Survey (California Soil Resource Laboratory, 2012) 14. Soil Lab Results for the Magical Bridge (Soil and Plant Laboratory, 2012) 15. California Historical Resources Information System 16. Alquist-Priolo Earthquake Fault Zoning Map 17. California Geological Survey Seismic Hazard Zone Map – Mountain View Quadrangle 18. Association of Bay Area Governments Liquefaction Susceptibility Map 19. Palo Alto Municipal Code, Title 16 – Building Regulations 20. State Water Resources Control Board Geotracker website 21. California Geological Survey Tsunami Inundation Map 22. Palo Alto Municipal Code, Section 9.10-Noise Ordinance 23. Evaluation of the existing bridge (EndreStudio, 2012) ATTACHMENTS A. Arborist Report B. Preliminary Parking Alternatives, Parking and Traffic Study C. Soil Lab Results Magical Bridge Playground Project Page 58 Initial Study DETERMINATION On the basis of this initial evaluation: I find that the proposed project COULD NOT have a significant effect on the environment, and a NEGATIVE DECLARATION will be prepared. I find that although the proposed project could have a significant effect on the environment, there will not be a significant effect in this case because revisions in the project have been made by or agreed to by the project proponent. A MITIGATED NEGATIVE DECLARATION will be prepared. X I find that the proposed project MAY have a significant effect on the environment, and an ENVIRONMENTAL IMPACT REPORT is required. I find that the proposed project MAY have a “potentially significant impact” or “potentially significant unless mitigated” impact on the environment, but at least one effect: 1) has been adequately analyzed in an earlier document pursuant to applicable legal standards, and 2) has been addressed by mitigation measures based on the earlier analysis as described on attached sheets. An ENVIRONMENTAL IMPACT REPORT is required, but it must analyze only the effects that remain to be addressed. I find that although the proposed project could have a significant effect on the environment, because all potentially significant effects (a) have been analyzed adequately in an earlier EIR or NEGATIVE DECLARATION pursuant to applicable standards, and (b) have been avoided or mitigated pursuant to that earlier EIR or NEGATIVE DECLARATION, including revisions or mitigation measures that are imposed upon the proposed project, nothing further is required. ___________________________________ _________________________ Project Planner Date 140513 sdl 00710337B 1 AGREEMENTFORTHEDESIGN,CONSTRUCTIONAND INSTALLATIONOFFACILITIESANDOTHERCAPITAL IMPROVEMENTSATMITCHELLPARK ThisAgreementfortheDesign,ConstructionandInstallationofFacilities andOtherCapitalImprovementsatMitchellPark(the“Agreement”),dated,for convenience,______________________,2014(the“EffectiveDate”),ismadeand enteredintobyandbetweentheCITYOFPALOALTO,aCaliforniacharteredmunicipal corporation(the“CITY”)andtheFRIENDSOFTHEMAGICALBRIDGE,LLC,aCalifornia limitedliabilitycompany(the“FRIENDS”)(individually,a“Party”and,collectively,the “Parties”),inreferencetothefollowingfactsandcircumstances: RECITALS: A.TheCITYhasdesignatedasacitypark,underPaloAltoMunicipalCode section22.08.180,a17.99acresite,commonlyknownasMitchellPark(the“Park”),and a10ͲfootpathwayfromtheParktoCharlestonRoad.Thesouthwesternportionofthe ParkandpathwayistheproposedsiteoftheMagicalBridgePlaygroundandthe CharlestonRoadCorridorPathway(the“Pathway”),whichwillbeboundedbythe tenniscourts,thenorthernapproachtoAdobeCreek,andthesouthernborderofthe Park,includingthePathway,connectingtheParkalonga10Ͳfootaccesseasement, terminatingatCharlestonRoad. B.TheFRIENDSintendstobenefittheCITYandthegeneralpublicby designing,constructingandinstallingonapproximately0.8acreoftheParkand approximatelya0.1acrePathway(the“Site”)certainplayground,playequipment, slides,features,benches,tables,parkamenities,pathway,signage,andaccessible crossingofAdobeCreekandassociatedcapitalimprovementsandstructures(the “Facilities”).TheschematicdescriptionandsitemapoftheSiteisdescribedinExhibit “A”.Adesign,constructionandinstallationschedulefortheFacilitiesisincludedin Exhibit“B”. C.TheFRIENDSwillcomplete100percentoftheconstructiondocument packagetodesign,constructandinstalltheFacilitiesatsubstantiallyitsowncostand expense.TheCITYwillgranttotheFRIENDSanamountoffundsnottoexceedfive hundredthirtyͲtwothousanddollars($532,000),whichtheFRIENDSwillapplytowards thedesignandconstructioncostsoftheFacilitiesandoffͲsiteFacilities.Ataminimum, theFRIENDSwillgranttotheCityanamountoffundsofnotͲtoͲexceedtwomillionfive hundredthousanddollars($2,500,000.00)forthecompletionofPhase1oftheFacilities andoffͲsiteFacilities,andanotͲtoͲexceedthreehundredtwentyͲonethousandfour hundredseventydollars($321,470)forthecompletionofPhase2oftheFacilitiesand offͲsiteFacilities.TheitemizedbudgetforPhases1and2isincludedinExhibit“C”. 140513 sdl 00710337B 2 D. Uponthecompletionofthedesign,constructionandinstallationofthe Facilities,theFRIENDSwilldeliverpossessionoftheSitetotheCITYandwilltransferall ofitsrights,titleandinterests,ifany,inandtotheFacilitiestotheCITY. E.PursuanttotheCITY’spolicyandprocedures,theCITYisrequiredto allocateonepercent(1%)oftheconstructioncostsofaCITYcapitalimprovement projectforpublicartin,amongotherplaces,parksandplazas.TheCITYintendsto allocate1%ofthequalifyingportionofthebudgetfortheFacilities,whichshallbe deemedacapitalimprovementproject,orthirtythousanddollars($30,000).TheCITY intendstodisburseeightyͲtwothousandsevenhundredtwelvedollars($82,712)oflocal TransportationDevelopmentAct(“TDA”)fundstotheconstructiontheCharlestonRoad CorridorPathwayImprovementProject(the“Pathway”).TheCityintendstodisburse $150,000oftheSantaClaraCountyParksCharterFundstotheconstructionofthe FacilitiesuponcompletionoftheFacilities. F.TheFRIENDSunderstandthat,becausetheCITYisdisbursingTDAfunds forthebenefitoftheProject,theFRIENDSarerequiredtopayprevailingwagesforany andalllaborusedinconnectionwiththeconstructionoftheProject. INCONSIDERATIONOFtheRecitalsAthroughF,inclusive,whichare madeasubstantivepartofthisAgreement,andthefollowingcovenants,termsand conditions,thePartiesagree: AGREEMENT: 1. PURPOSES 1.1ThePartiesagreethatthepurposesofthisAgreementareto: (a)GranttheFRIENDSanditscontractors,agentsandrepresentatives temporaryaccesstotheSiteduringtheTerminorderthattheFRIENDSmayconstruct andinstall,orcausetheconstructionandinstallationof,theFacilities; (b)ProvideforthepreparationbytheFRIENDS,andthereviewandapproval bytheCITY,oftheFRIENDS’plans,specificationsandworkingdrawingsfortheFacilities; (c)Provideforthecompletionofdesign,constructionandinstallationofthe FacilitiesandoffͲsiteFacilitiesbytheFRIENDSanditscontractors,agentsand representativesandthegrantingoftheCITY’sapprovalandacceptanceoftheFacilities; and (d)ProvideforthetransferofpossessionoftheSiteandallrights,titleand interestsinandtotheFacilitiesandoffͲsiteFacilitiestotheCITYuponthecompletionof design,constructionandinstallationoftheFacilities. 140513 sdl 00710337B 3 1.2InregardtotheoffͲsiteimprovementsrelatingtotheFacilities,the followingwillapply: (a)NotwithstandinganyprovisionsofthisAgreementtothecontrary,the FRIENDSshallberesponsibleforthedesign,construction,installation,repair,and/or maintenanceofanyundergroundimprovementsorfacilitiesthatmayberequiredto bringthenecessaryutilityservicestotheFacilities,suchaswaterlines,electricalservice, stormdrainlinesconnectingtoexistingundergroundlines,oranyotheraboveground orundergroundoffͲsiteimprovementsorfacilities(collectively,the“OffͲSite Improvements”)thatmayberequiredfortheuseofthePlaygroundandanyportionof theFacilities,asdescribedinRecitalBabove,thatareconstructedorinstalled,or causedtobeconstructedorinstalled,bytheFRIENDSattheSite.Theforegoing provisionregardingtheobligationoftheFRIENDSwithrespecttotheOffͲSite Improvementstakesintoaccountthat,asoftheEffectiveDate,theremaybeawater line,anelectricalline,and/orastormdrainconnectiontoandattheSite. (b)TheFRIENDS’generalcontractorwillcollaborateandotherwise coordinatewiththeCITYinreͲroutingbicyclistandpedestrianaccessthroughtheSite. ThePathwayimprovementsshallnotbeperformedwhenregularschoolisinsession. 1.3TheCITY,atitssolecostandexpense,willberesponsibletoperformany workofconstructionnecessarytocorrect,remove,orrepairanyundiscoveredpreͲ existingconditions. 1.4TheFRIENDS,atitssolecostandexpense,willberesponsiblefor completingthedesignandconstructiontheOffͲSiteImprovementsreferredtoin Section1.2(a)above. 1.5IntheeventtheSiteisdestroyedbyanycausethatrenderstheSiteunfit forthepurposesdescribedinSection1.1hereof,anditsphysicalconditioncannotbe repairedwithinonehundredeighty(180)daysfromthedateofdestruction,theneither PartymaygivewrittennoticeofterminationofthisAgreement,whichwillbecome effectivethirty(30)daysaftertheotherParty’sreceiptofsuchnotice. 1.6NothinginthisAgreementwillbeconstruedtolimittheCITY’srightto temporarilyrevoketheauthorityoftheFRIENDSoritscontractors,agentsand representativestogainaccesstotheSiteforthepurposeshereofintheeventofan uncureddefaultandbreachofthisAgreementbytheFRIENDSorirrespectiveofany breachbytheFRIENDS,intheinterestofthepublichealth,safetyandwelfare. 2. TERM 2.1ThisAgreementshallbeforatermofapproximatelyfourteen(14) months(the“Term”),commencingupontheEffectiveDate,whenthePartieshaveduly executedanddeliveredthisAgreement.Ifthecompletionofconstructionand installationoftheFacilitiesisdelayedforanyreasonbeyondthereasonablecontrolof 140513 sdl 00710337B 4 theFRIENDS,thenthePartiesmayagree,inwriting,toextendtheTermonamonthͲtoͲ monthbasis,inordertopermitthecompletionofconstructionandinstallationofthe FacilitiesbytheFRIENDSoritscontractors,agentsandrepresentatives.Upon(a)the FRIENDS’completionofanypunchͲlistitemswithinthetimespecifiedinSection6.8.5, (b)theCITY’sdeterminationthattheFRIENDShaveachievedfullcompletionofthe constructionandinstallationwork,and(c)theCITY’sacceptanceoftheFacilitiesby writtennoticetotheFRIENDS,thisAgreementwillexpireorotherwiseterminate withoutnoticetoeitherParty.TheTermwillnotextendafterJuly31,2015,unlessthe Partiesagree,inwriting. 3. USE;ACCESSTOTHESITE 3.1Subjecttoallcovenants,termsandconditionshereof,theCITYhereby grantstotheFRIENDS,itsmembers,directors,officers,employees,consultants, contractors,agentsandrepresentativestherevocable,nonexclusiverighttoenterthe Siteforthepurposeshereof.Nootherrights,titleorinterests,including,without limitation,anyestate,ownership,leasehold,easementorotherpropertyinterest,inthe SiteisgrantedorintendedtobegrantedbytheCITYtotheFRIENDSbythisAgreement. 4.CONSIDERATION 4.1TheFRIENDSwillobtaincontributionsfromthecommunitytodefray substantiallyallofthecostsandexpensesofthedesign,constructionandinstallationof theFacilities,exceptingonlythosefundswhichtheCITYwillcontributepursuantto RecitalCandSection4.4.ThecontributionsreceivedbytheFRIENDSwillbeused exclusivelytopayfortheservicesofaprojectmanager,anyotherindividualwhose servicesarereasonablyrequiredtocompletethedesignandconstructionand installationoftheFacilities,andreasonablyrelatedprojectcostsandexpenses.The servicesoftheforegoingindividualswillbeobtainedbymeansofaninformal competitiveselectionprocessconductedbytheFRIENDS.TheFRIENDSwilldeliverall fundsandotherfinancialcontributionsthatitreceivestotheCITY,whichwilldeposit suchfundsandothercontributionsinaCITYfundoraccountandwilldisburse accordingly,asdescribedinSection4.4.TheFRIENDSwillbeobligatedtopayanyfeeor chargeforutilityservicesrenderedtotheFRIENDSattheSiteinconnectionwiththe Facilities’constructionandinstallation. 4.2TheFRIENDSalsowillundertakeacommunityoutreachprogramto provideinformationtothebusinessesandresidentsinthevicinityoftheFacilities, concerningtheFacilities,forthepurposeofsolicitingtheinputandsupportforthe Facilitiesandconstructionworkandtoseekwaystomitigate,tothemaximumextent possible,thelossofuseofparkfacilitiesduringtheperiodofconstruction. 4.3AsaconditionprecedenttotheCITY’sobligationtocommence constructionandinstallationoftheFacilities,withinthirty(30)daysaftertheEffective Date,theFRIENDSwilltransfer,andinformtheCITY’sDirectorofAdministrative 140513 sdl 00710337B 5 ServicesthattheFRIENDShavetransferred,totheCITY’saccountsufficientfundsforthe Phase1constructionoftheProject.TheFRIENDSshalltransfertotheCity’saccount sufficientfundstopayforthePhase2constructioncostsoftheProjectwithinninety (90)daysaftertheEffectiveDate.Thesufficientfundswillbemadeavailablefromfunds tobeprovidedbytheFRIENDSandfromfundstoberaisedbytheFRIENDSinthe communityoutreachprogramreferredtoinSection4.2,andwillbeusedtocomplete theconstructionandinstallationoftheFacilitiesbytheFRIENDSand/oritscontractors, agentsandrepresentatives.Theterm“sufficientfunds”referredtointhisAgreement meansthecompletionofallactualcostsofconstructionandinstallationofthe improvements,equipment,andstructuresthatconstitutetheFacilities,assetforthin theFRIENDS’itemizedbudget,assetforthinExhibit“C”.Thebudgetwillincludean additionaltenpercent(10%)oftheestimatedtotalamountofallactualcostsofthe Facilitiesasacontingencytomeetanyunforeseencoststhatmayariseduringthe constructionandinstallationoftheFacilities. 4.3.1Evidenceofassurancewilltakethefollowingform:Evidenceofthe depositbytheFRIENDSofthetotalamountofsufficientfundsfortheFacilities,as definedherein,intotheseparateaccountmaintainedbytheCITYwithdisbursements fromthataccountrequiringthesignaturesofauthorizedrepresentativesoftheParties willbefurnished.AtsuchtimesastheFRIENDShascurrentlypayableinvoicesforthe Facilities,theCITYwilltakethestepsnecessarytoexpediteitsapprovalprocesssothat fundscanbedisbursedfromtheaccountmaintainedbytheCITY,whichwillbe sufficienttosatisfytheFRIENDS’saccountspayable.TheCITYwillusereasonableefforts toprocesstherequestsforpaymentinamannerwhichpermitstheFRIENDStoremain currentonitsobligations.TheDirectorofAdministrativeServices,ordesignee,willbe theCITY’srepresentativeforallpurposeshereof.IfthisAgreementisterminatedfor anyreason,beforetheexpenditureofallthefundsintheCITY’sfundoraccountcan occur,theCITYwillbeentitledtoallrights,titlesandinterestsinthefunds;provided, however,theCITYwillthereafterexpendthefundsonlyforthepurposeofconstructing andinstallingtheFacilities,orpartthereof,thatisnotcompletedattheeffectivedateof termination.Ifanyportionoftheamountremainsandisnotdisbursedfollowingthe completionoftheFacilities,theremainderwillberetainedbytheCITYandusedto defraythecostsofmaintenanceoftheFacilitiesattheSite. 4.3.2TheaccountwillbemaintainedinthenameoftheCITYinaform reasonablyacceptabletotheDirectorofAdministrativeServices. 4.4AsoftheEffectiveDate,theCITYwillhaveestablishedaMagicalBridge PlaygroundCapitalImprovementProjectFundaccountwithintheCapitalImprovement ProjectbudgetforFY2013Ͳ14(“CIPPEͲ12013”),relatingtotheFacilities.Becausethe CITYisrequiredbyitspolicyandprocedurestoreduceitscontributiontotheFacilities’ costsbytheonepercentforartsprogramexpenditure,whichwillbeusedtopayforthe CITY’scontractor’sservices,theCITYwillreduceitscontributiontotheFRIENDSinan amountnottoexceedthirtythousanddollars($30,000)tobedrawnfromCIPPEͲ12013. 140513 sdl 00710337B 6 4.4.1TheCITYwilladministerandcoordinatethereceiptanddisbursementof thesefunds,whichwillbeexpendedforallcostsandexpensesrelatedtothe constructionandinstallationoftheFacilitiesattheSite.Nointerestontheaccumulated fundswillbepaidbytheCITY. 4.5TheCITYwillissuepermits,asrequired,andwaivetheobligationofthe FRIENDStopayanyandallpermitͲandpermitͲrelatedfeesandchargesthataredue andpayabletotheCITY’sgeneralfundwithrespecttothedesignandtheconstruction andinstallationoftheFacilitiesattheSiteandanyotherrelatedworktobeperformed bytheFRIENDSinconnectiontherewith;provided,however,theCITYwillnotwaivethe obligationoftheFRIENDStopayanyrate,feeorchargethatisdueandpayabletoany oftheCITY’senterprisefundsforutilityservicesthatarerenderedtotheFRIENDSatthe Site(otherthantheutilitycoststobepaidbytheCITYpursuanttoSection1.2with respecttoanyundiscoveredpreͲexistingconditionsoranyOffͲSiteImprovements). 4.6TheCITYhassubmittedtheMagicalBridgePlaygroundPathwayconcept plansandtheenvironmentalassessmenttotheCITY’sCommunityServicesDepartment, PlanningandCommunityEnvironmentDepartmentandthePublicWorksDepartment aswellastotheappropriateboardsandcommissions,including,withoutlimitation,the ParksandRecreationCommission,theArchitecturalReviewBoard,andtheCityCouncil forreviewandapprovaloftheconceptplansshowninExhibit“A”. 4.7TheCITYwillprovidestaffsupport,inspectionandtestingservicesandother assistancetotheFRIENDS,uponreasonablerequest,inconnectionwiththe30%,60% and90%designreview,bidandconstructiondocuments,andsubmittalreviewsaspart oftheinitiationandcompletionoftheFacilities. 5.PLANFORDESIGN,CONSTRUCTIONANDINSTALLATION 5.1TheCITYwillreviewandtheFRIENDSwillprepareorcausetobe preparedfinalplansandspecificationsandworkingdrawings(the“Plans”)forthe designandtheconstructionandinstallationofthestructuresandimprovements constitutingtheFacilitiestobelocatedattheSite,asdescribedinExhibit“A”. 5.2TheFRIENDSwillobtainandmaintainallCITYͲissuedpermitsandother authorizationsrequiredforthecompletionoftheFacilitiesandwillfurnishtotheCITY uponrequestduringtheconstructionandinstallationphasesanyandallfinancialand nonͲfinancialsecuritydeemednecessaryandappropriatebytheCITY,including,without limitation,evidenceofinsurancecoverage,indemnityagreement,andlienwaivers;the CITYwillnotrequiretheFRIENDStoprovideperformanceandpaymentbonds,provided thattheCITYhasfirstdeterminedpursuanttoSection4.3thattherearesufficientfunds availabletocompletetheconstructionandinstallationoftheFacilitiesbytheFRIENDS anditscontractors,agentsandrepresentatives. 140513 sdl 00710337B 7 6.CONSTRUCTIONANDINSTALLATIONOFFACILITIES 6.1TheFRIENDSwillcommencewiththedesignandtheconstructionand installationwithinonehundred(100)daysaftertheEffectiveDateinaccordancewith theconstructionandinstallationschedule,assetforthinExhibit“B”.Allsubmittals, changeorders,constructionandinstallationworkwillbeconductedinanefficientand workmanlikemannerinsubstantialcompliancewiththeapprovedtimeschedule. 6.2TheFRIENDSwillcomplywiththeCITY’sregulationsgoverning constructionnoisecontrolsandregulationsgoverningdustcontrol,allassetforthinthe PaloAltoMunicipalCode. 6.3TheFRIENDSwillberesponsibletoaccomplishallassociatedwork requiredtocompleteandinstalltheFacilitiesanditwillberequiredtocomplywithall conditionsthatareimposedontheFacilitiesduringtheCITY’sapprovalprocess. 6.4TheFRIENDSwillincludestandardCITYrequirementsinallequipment purchasesandconstructioncontractswiththirdpartiesinregardtowarrantiesand workmanshipguaranteesfortheFacilities. 6.5Allcontractors,subcontractors,andotherpersonnelwhowillperform theconstructionandinstallationworkattheSiteundercontractwiththeFRIENDSwill obtainandmaintainallcurrentlicensesrequiredbytheStateofCaliforniaduringthe Term. 6.6TheFRIENDSwillmeetallrequirementsoutlinedintheTransportation DevelopmentAgency(TDA)Grantincludingbutnotlimitedtothebillingandpayment forgrantfundedportionsoftheprojectpaidonaprevailingwagescaleasrequiredby thegrantagency.Invoicesshallindicateeligibleandineligibleprojectcosts. 6.7TheFacilitieswillbeconstructedandinstalledattheSiteincompliance withtheapprovedPlansandTDAgrantrequirements.Anyconditionsrelatingtothe manner,method,designandconstructionoftheFacilitiesestablishedundertheCITY’s approvalprocesswillbeconditionsofthisSection6.7asiftheywerestatedand otherwisefullyincorporatedinthisAgreement.Uponthecompletionofconstruction andinstallation,theFRIENDS’sprojectmanagerfortheFacilitieswillsubmittothe CITY’sManager,OpenSpace,ParksandGolfDivision,acertificateofinspection, verifyingthattheconstructionandinstallationwerecompletedinconformancewith Title24oftheCaliforniaCodeofRegulations. 6.8ForthepurposesofthisAgreement,theFacilitieswillbedeemed completedatthetimeallofthefollowinghaveoccurred: 140513 sdl 00710337B 8 6.8.1TheCITY’Slandscapearchitecthasdeliveredastatement,inwriting,to theCITY,statingthattheFacilitieshavebeensubstantiallycompletedinaccordance withthePlans; 6.8.2TheFRIENDShasobtainedallnecessaryCITYinspectionsofandapprovals fortheFacilities; 6.8.3TheParties’representativeshaveinspectedtheFacilities,andallmajor defectsandincompleteitemsthatmateriallyimpairtheuseoftheSiteintheParkhave beenremediedanda“punchͲlist”ofminordefectshasbeenpreparedforpromptrepair andcompletionbytheFRIENDS; 6.8.4AlltrashandgarbagehasbeenremovedfromtheSite; 6.8.5TheCITYhasconfirmed,inwriting,thattheFRIENDShascompliedwith theprovisionsofthisSection6.8,includingsubsections6.8.1through6.8.6,andfinal acceptancebytheCITYhasbeenissued.AsaconditionprecedenttotheCITY’s acceptanceoftheFacilities,theFRIENDSwillcompletethe“punchͲlist”itemswithina reasonabletimebutbynolaterthanthirty(30)daysaftertheCITYhasmadea preliminarydeterminationthattheFacilitiesisdeemedcompleted;and 6.8.6Concurrentlywiththeconfirmation,inwriting,bytheCITYtothe FRIENDSthattheCITYhasacceptedtheFacilitiesandtheFRIENDShasmadetheSite andthePlaygroundavailabletotheCITYforusebythepublicaftersubstantial completionofconstruction.Theconstructioncontractenteredintobetweenthe FRIENDSandtheFRIENDS’generalcontractorshallprovidethatthegeneralcontractor’s guaranteeshallbeforthedirectandimmediatebenefitoftheFRIENDSandtheCITY jointly,andshallguarantee,inwriting,thatthework,materials,apparatus,equipment andworkmanshipthathavebeenperformed,used,installedorotherwiseincorporated intheFacilitiesarefreeofdefects,andtheFRIENDS’generalcontractor,atitssolecost andexpense,shallagreetorepairorreplaceanydefectivework,materials,apparatus, orequipmentorworkmanshipwhichisdiscoveredbytheFRIENDSortheCITYwithin one(1)yearfromthedateofsubstantialcompletionoftheFacilities. 7.MAINTENANCEANDREPAIRS 7.1TheFRIENDS,atitssolecost,willmaintaintheSiteandtheFacilities duringtheTerminacleanandsafemannertothecompletesatisfactionoftheCITYand incompliancewithallapplicablelaws.TheFRIENDSwillprovideapprovedcontainers fortrashandgarbagegeneratedattheSiteandarrangefortheirdisposal.TheCITY reservestherighttoenterandinspecttheSiteforcompliancewiththismaintenance requirementandapplicablesafetyrequirements.TheFRIENDSwillberesponsiblefor anydamagetotheSiteortheFacilitiesthatarisesinconnectionwiththeconstruction andinstallationactivitiesattheSite.TheCITYwillberesponsibleforthepreͲexisting 140513 sdl 00710337B 9 conditionofanyutilitiesattheSiteatthecommencementofconstructionand installationinadditiontotheresponsibilitiesoftheCITY,asdescribedinSection1.3. 7.2IftheFRIENDSfailtoproperlymaintaintheSite,thentheCITYmaynotify theFRIENDS,inwriting,ofsuchfailure.TheFRIENDSwillbeaffordedareasonable periodoftimeinordertobringtheSitetoacleanandsafecondition.TheCITY,atits option,mayelecttoenforceitsrightsandremedies,including,withoutlimitation, enteringtheSitetoensurethesafetyofallpersonsandpropertythereon. 7.3TheobligationoftheFRIENDStomaintainandrepairtheSiteandthe FacilitieswillterminateupontheCITY’sacceptanceoftheFacilitiespursuanttoSection 6.8.6.TheCITYthereafterwillmaintainandrepairtheSiteinaccordancewiththe standards,customsandpracticesoftheCITYpertainingtoitsmaintenanceandrepairof propertyownedorcontrolledbytheCITY. 8.ASͲBUILTDRAWINGS 8.1UponthecompletionofconstructionandinstallationoftheFacilities,the FRIENDSwillprovidetheCITY’sDirectorofPublicWorkswithacompletesetof electronicAutoCADdrawingsand24”by36”3ͲmilMylar®reproducible“asbuilt”Plans, reflectingtheactualconstructionandinstallationoftheFacilitiesperformedorcaused tobeperformedbytheFRIENDSattheSitepursuanttothisAgreement. 9.OWNERSHIPOFFACILITIES 9.1TheFRIENDScovenantsthattheFacilitieswillbefreeandclearofall liens,claimsorliabilityforlaborormaterialsatthetimeofcompletionofthe constructionandinstallationthereof.TheFRIENDSwillexecuteaquitclaimdeedor otherdocumentacceptabletotheCITYtoreflectthetransfertotheCITYofthe FRIENDS’ownership,ifany,oftheFacilitiesandallrights,titleandintereststherein. 10.UTILITYSERVICE 10.1TheFRIENDSwillberesponsibleforpayingforallutilityservices, including,withoutlimitation,electric,water,andwastewaterservices,tobeprovidedat theSite,asmorefullydescribedinExhibit“B”,whichtheFRIENDSrequiresinorderto constructandinstalltheFacilitiesandtheotherimprovementsattheSite.Inthe constructionandinstallationoftheFacilitiesandotherimprovements,theFRIENDSwill notcausedamagetotheCITY’sutilitiesattheSiteorthePark.TheFRIENDSwillbeliable fortherepairorreplacementcostsoftheCITY’sutilitiesattheSiteortheParkthatare damagedbytheFRIENDS(includinganypersonhiredorusedbytheFRIENDS)in connectionwiththeconstructionandinstallationoftheFacilitiesandother improvements.TherepairorreplacementcostswillbepayableondemandoftheCITY. TheobligationsoftheFRIENDSunderthisSection10.1willterminateupontheCITY’s finalacceptanceoftheFacilitiespursuanttoSection6.8. 140513 sdl 00710337B 10 11.INSURANCE 11.1TheFRIENDS,itsconsultants,agentsand/orgeneralcontractors,ifany,at theirsolecostandexpense,willobtainandmaintainduringtheTermtheinsurance coveragedescribedinExhibit“D”,insuringnotonlytheFRIENDSanditsconsultantsand contractors,respectively,butalsowiththeexceptionofworkerscompensation, employer’sliabilityandprofessionalliabilityinsurance,namingtheCITYasanadditional insuredconcerningtheFRIENDS’performanceunderthisAgreement. 11.2AnydeductiblesorselfͲinsuredretentionsmustbedeclaredtoand approvedbytheCITY.AttheoptionoftheCITYeither:theinsurershallreduceor eliminatesuchdeductiblesorselfͲinsuredretentionsasrespectstheCITY,itselectedor appointedofficials,officers,employees,andvolunteers;ortheFRIENDSshallprocurea bondguaranteeingpaymentoflossesandrelatedinvestigations,claimadministration anddefenseexpenses.Theinsuranceshallremaininfullforceandeffectduringthe Term,commencingontheEffectiveDateandendingontheterminationofthis Agreement.EachinsurancepolicyrequiredbythisAgreementshallcontainthe followingclauses: (a) "Eachinsurancepolicyrequiredbythisclauseshallbeendorsedto statethatcoverageshallnotbesuspended,voided,canceledby eitherparty,reducedincoverageorinlimitsexceptafterthirty (30)days'priorwrittennoticebycertifiedmail,returnreceipt requested,hasbeengiventotheCITY." (b) "AllrightsofsubrogationareherebywaivedagainsttheCITYOF PALOALTOanditselectedandappointedofficials,officersor employees,whenactingwithinthescopeoftheiremploymentor appointment." (c)"TheCITYOFPALOALTOisnamedasalosspayeeontheFacilities andbuilders’riskinsurancepoliciesdescribedabove." (d) "TheCITYOFPALOALTO,itselectedandappointedofficials, officers,employees,agentsandvolunteersaretobecoveredas insuredsasrespects:liabilityarisingoutofactivitiesperformedby oronbehalfoftheFRIENDS;productsandcompletedoperations oftheFRIENDS;premisesowned,occupiedorusedbythe FRIENDS;orautomobilesowned,subleased,hiredorborrowedby theFRIENDS.Exceptforthewaiverofsubrogationcontainedin Section11.4,thecoverageshallcontainnospeciallimitationson thescopeofprotectionaffordedtotheCITY,itselectedand appointedofficials,officers,employees,agentsorvolunteers." 140513 sdl 00710337B 11 (e) "ForanyclaimsrelatedtothisAgreement,theFRIENDS'insurance coverageshallbeprimaryinsuranceasrespectstheCITYOFPALO ALTO,itselectedandappointedofficials,officers,employees, agentsandvolunteers.AnyinsuranceorselfͲinsurance maintainedbytheCITY,itselectedandappointedofficials, officers,employees,agentsorvolunteersshallbeexcessofthe FRIENDS'insuranceandshallnotcontributewithit." (f) "Anyfailuretocomplywithreportingorotherprovisionsofthe policiesincludingbreachesofwarrantiesshallnotaffectcoverage providedtotheCITYOFPALOALTO,itselectedandappointed officials,officers,employees,agentsorvolunteers." (g) "TheFRIENDS’insuranceshallapplyseparatelytoeachinsured againstwhomaclaimismadeorsuitisbrought,exceptwith respecttothelimitsoftheinsurer'sliability." 11.3AllinsurancerequiredoftheFRIENDS,itsconsultantsand/orgeneral contractorsbythisAgreementwillbeprovidedbyinsurercarrierswithacurrentA.M. Best'sratingofnotlessthanAͲ:VII.TheFRIENDSwilldepositorwillcausetobe depositedwiththeCITY,onorbeforetheEffectiveDate,certificatesofinsurance necessarytosatisfytheCITYthattheseinsuranceprovisionshavebeencompliedwith, andtokeepsuchinsuranceineffectandthecertificatesthereforondepositwiththe CITYduringtheTerm.IftheFRIENDSdoesnotprovideevidenceofcoverageatleast thirty(30)dayspriortotheexpirationofanyexistinginsurancecoverage,theCITYmay purchasesuchinsurancecoveragefornotmorethanasixͲmonthperiod,onbehalfof andatthesolecostandexpenseoftheFRIENDS.TheCITYretainstherighttoreview thecoverage,form,andamountoftheinsurancecoveragerequiredbythisAgreement andrequiretheFRIENDStoalterthecoverage,asappropriate.TheCITY'srequirements shallbereasonableandshallbedesignedtoassureprotectionfromandagainstthekind andextentofriskwhichexistsatthetimeachangeininsuranceisrequired.Afailureby theFRIENDSortheFRIENDS’generalcontractortoprovideacceptableinsurancepolicies orcertificateswiththeCITYincorporatingsuchchangeswithinthirty(30)daysofreceipt ofsuchnoticewillconstituteadefaultunderthisAgreement.Suchdefaultwill constituteamaterialbreachandshallbegroundsforterminationofthisAgreementby theCITY.Theprocuringofsuchrequiredinsurancewillnotbeconstruedtolimitthe FRIENDS’liabilityhereunderortofulfilltheindemnificationprovisionandrequirements ofthisAgreement.Notwithstandingthepolicyorpoliciesofinsurance,theFRIENDS shallbeobligatedforthefullandtotalamountofanydamage,injury,orlossoccurring duringtheTermthatiscausedbytheFRIENDSoritslandscapearchitect,general contractor,ordesignprofessionals,orconnectedwiththisAgreementorwithuseor occupancyoftheSitebytheFRIENDSoritslandscapearchitect,contractors,ordesign professionals. 140513 sdl 00710337B 12 11.4AllrightsofsubrogationareherebywaivedbytheCITYagainstthe FRIENDSanditsmanagers,members,employees,andagentswhenanyofthemisacting onbehalfoftheFRIENDSintheperformanceofthisAgreement. 12.INDEMNITY 12.1TheFRIENDSwillprotect,defend,indemnifyandholdharmlesstheCITY, itselectedandappointedofficials,officers,employeesandrepresentatives,fromany andalldemands,claims,damage,lossorliabilityofanynature,includingdeathofor injurytopersons,propertydamageoranyotherloss,causedbyorarisingoutofthe FRIENDS’oranyofitslandscapearchitect’s,agents’orcontractor’snegligentacts, errors,oromissions,orwillfulmisconduct,intheperformanceoforfailuretoperform itsobligationsunderthisAgreement.TheforegoingindemnityobligationoftheFriends shallexpireandbeofnofurtherforceoreffectupontheconfirmation,inwriting,bythe CITYthattheCITYhasacceptedtheFacilities,exceptforanypendingclaimsmade,in writing,thatarereceivedbytheFRIENDS,theFRIENDS’generalcontractor,ortheCITY priortosuchacceptance. 13. WAIVER 13.1ThewaiverbyeitherPartyofanybreachorviolationofanycovenant, term,orconditionofthisAgreementoroftheprovisionsofanyparkimprovement ordinanceorotherCITYlawwillnotbedeemedtobeawaiverofanysuchcovenant, term,condition,orordinanceorofanysubsequentbreachorviolationofthesameor anyothercovenant,term,condition,orordinance.Thesubsequentacceptanceby eitherPartyofanyconsiderationwhichmaybecomedueorpayablehereunderwillnot bedeemedtobeawaiverofanyprecedingbreachorviolationbytheotherPartyofany othercovenant,term,orconditionofthisAgreementoranyordinance. 14. ASSIGNMENT 14.1TheFRIENDSwillnotassign,transfer,orconveythisAgreementwithout theexpresswrittenapprovaloftheCITY,andanysuchassignment,transferor conveyancewithouttheapprovaloftheCITYwillbevoidandinsuchevent,attheCITY’s option,thisAgreementmaybeterminateduponnoticetotheFRIENDS. 15. DEFAULT;REMEDIESFORDEFAULT 15.1ExceptasotherwiseprovidedunderthisAgreement,shouldtheFRIENDS defaultintheperformanceofanycovenant,termorconditioncontainedinthis Agreementandsuchdefaultisnotcorrectedwithinthirty(30)daysofreceiptofanotice ofdefaultfromtheCITY,theCITYmayelecttoenforceanyofthefollowingrightsand remedies:(a)terminatethisAgreementandallrightsoftheFRIENDSanditsconsultants andcontractors,ifany;(b)cureanydefaultoftheFRIENDSbyperformanceofanyact, includingpaymentofmoney,andthecostandexpensethereof,plusallreasonable 140513 sdl 00710337B 13 administrativecosts,willbecomeimmediatelydueandpayablebytheFRIENDStothe CITY;(c)initiateanactionorsuitinlaworequitytoenjoinanyactswhichmaybe unlawfulorinviolationoftherightsoftheCITYhereunder;or(d)pursueanyotherright orremedyasmaybeprovidedinthisAgreement. 15.2Intheeventofadefaultwhichcannotreasonablybecuredwithinthirty (30)days,theFRIENDSshallhaveareasonableperiodoftimetocurethedefault.The remediesgiventotheCITYhereunder,orbyanylawnoworhereafterenacted,are cumulativeandtheexerciseofonerightorremedyshallnotimpairtherightoftheCITY toexerciseanyorallotherremedies.Incaseanysuit,actionorproceedingtoenforce anyrightorexerciseanyremedyshallbebroughtortakenandthendiscontinuedor abandoned,then,andineverysuchcase,thePartieswillberestoredtotheirformer positions,rightsandremediesasifnosuchsuit,actionorproceedingshadbeenbrought ortaken. 16.NOTICES 16.1Allnotices,requestsandapprovalsbyaPartywillbegiven,inwriting,and deliveredbypersonalservice,theUnitedStatesPostalService,expressdeliveryservice, orfacsimiletransmission,asfollows: TOCITY:CityofPaloAlto 1305MiddlefieldRoad PaloAlto,CA94301 Phone:(650)463Ͳ4951 Fax:(650)321Ͳ5612 EͲMail:Greg.Betts@CityofPaloAlto.org ATTN:Director COPY:CityofPaloAlto P.O.Box10250 PaloAlto,CA94303 EͲmail:Brad.Eggleston@CityofPaloAlto.org ATTN:AssistantDirector TOFRIENDS:FriendsoftheMagicalBridge,LLC 416Fulton PaloAlto,CA94301 Phone:(650)380Ͳ1557 EͲmail:olenka@magicalbridge.org ATTN:OlenkaVillareal 17.MISCELLANEOUSPROVISIONS 17.1ThisAgreementwillbegovernedbyandconstruedinaccordancewith thelawsoftheStateofCaliforniaandtheCharteroftheCityofPaloAltoandthePalo 140513 sdl 00710337B 14 AltoMunicipalCode.ThePartieswillcomplywithallapplicablefederal,stateandlocal lawsintheexerciseoftheirrightsandtheperformanceoftheirobligationsunderthis Agreement. 17.2AllprovisionsofthisAgreement,whethercovenantsorconditions,willbe deemedtobebothcovenantsandconditions. 17.3ThisAgreementrepresentstheentireagreementbetweentheParties andsupersedesallpriornegotiations,representationsandcontracts,writtenororal. ThisAgreementmaybeamendedbyaninstrument,inwriting,signedbytheParties. ThisAgreementmaybeexecutedinanynumberofcounterparts,eachofwhichwillbe anoriginal,butallofwhichtogetherwillconstituteoneandthesameinstrument. 17.4AllexhibitsreferredtointhisAgreementarebysuchreferences incorporatedinthisAgreementandmadeaparthereof.Thefollowingexhibitsare madeapartofthisAgreement: Exhibit“A”ͲDescriptionoftheSiteandPathwayimprovements Exhibit“B”ͲConstructionandInstallationSchedulefortheFacilities Exhibit“C”ͲItemizedBudgetfortheFacilities Exhibit“D”ͲInsuranceRequirements 17.5UponrequestoftheCITY,theFRIENDSwillfurnishtotheCITYforits reviewandapprovalcopiesofitsarticlesoforganization,operatingagreement,and otherinformationrelatingtoitsorganizationstatus. 17.6ThisAgreementissubjecttothefiscalprovisionsoftheCharterofthe CityofPaloAltoandthePaloAltoMunicipalCode.Thisprovisionwilltakeprecedence intheeventofaconflictwithanyothercovenant,termorconditionofthisAgreement. 17.7ThePartiesagreethatthenormalruleofconstructiontotheeffectthat anyambiguityistoberesolvedagainstthedraftingpartywillnotbeemployedinthe interpretationofthisAgreementoranyamendmentorExhibithereto. // // // 140513 sdl 00710337B 15 INWITNESSWHEREOF,thePartiesbytheirdulyauthorizedrepresentativeshave executedthisAgreementasoftheEffectiveDate. APPROVEDASTOFORM: CITYOFPALOALTO ________________________________________________________________ SeniorAsst.CityAttorney CityManager APPROVED:FRIENDSOFTHEMAGICALBRIDGELLC _________________________________________________________________ DirectorofAdministrativeServicesMember _________________________________________________________________ DirectorofCommunityServicesMember Page 1 MUTUAL COOPERATION AND SUPPORT AGREEMENT BETWEEN THE CITY OF PALO ALTO AND FRIENDS OF THE MAGICAL BRIDGE PLAYGROUND This Mutual Cooperation and Support Agreement (the "Agreement") is entered into as of June 13, 2016 (the "Effective Date"), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (the "CITY") and FRIENDS OF THE MAGICAL BRIDGE PLAYGROUND, a California public benefit nonprofit corporation (“FMBP”) (each, a “Party,” and collectively, the “Parties”), in reference to the following facts and circumstances: RECITALS A.The CITY's recreation services are provided through the Recreation Services Division of the CITY's Department of Community Services (the "Division"). B.The expansion and improvement of the CITY's recreation services, with the assistance of private individuals and organizations, will result in greater public benefit to be derived from such services. C.FMBP, a Section 501(c)(3) tax-exempt organization, was founded in 2008 as a community organization to work in partnership with the City of Palo Alto, with the initial goal of raising funds to build and support a universally accessible playground. D.With construction of the Magical Bridge Playground complete and open to the public, the Parties intend foster an ongoing collaboration to serve visitors to the Magical Bridge Playground and enhance the user experience. E.The collaboration is supported initially through the remittance of $38,302 from the City to FMBP for FMBP to provide playground monitoring services, programs, and special events at the Magical Bridge Playground in Palo Alto. These funds were raised by FMBP from donors to support design, construction and maintenance of the Playground. AGREEMENT NOW, THEREFORE, in consideration of Recitals A through E, which are made a substantive part of this Agreement, and the following mutual agreement, covenants, terms and conditions, the Parties agree: SECTION 1.TERM; TERMINATION 1.1 The term of this Agreement commences as of the Effective Date (the “Term”), and it will continue until this Agreement is terminated by a Party upon notice delivered to the other Page 2 Party. 1.2 A Party may suspend or terminate this Agreement, with or without cause, by giving thirty (30) days' prior written notice to the other Party. SECTION 2.PURPOSE OF AGREEMENT 2.1 The Parties have entered into this Agreement in order to strengthen the City and FMBP’s collaboration to serve the youth and teen population in Palo Alto. During the Term, FMBP will continue to function as a private and independent organization. SECTION 3.RESPONSIBILITIES OF FMBP 3.1 FMBP Programs and Services will include: 3.1.1 Summer concert series: FMBP will organize, staff, and manage children’s summer series events at the Magical Bridge Playground, Levy-Huey stage. FMBP shall: •Obtain General Liability insurance prior to each event per the requirements in Attachment A. •Produce and distribute marketing materials to promote the events •Include CITY logo on all marketing and promotional materials, including recognition that CITY is a co-sponsor. •Contact Greenwaste at 650-493-4894 to request Greenwaste trash/recycling/compost bins for the event. Request should be one week in advance. •Remove from the park all trash and belongings left behind at the event. •Notify parks maintenance staff at (650) 496-6910: Immediately to report damage or maintenance needs that pose a safety hazard; or within 24 hours to report damage or maintenance needs that does not pose a safety hazard. •Complete fingerprint background check for all staff and volunteers who work at the events according to the City’s most current Fingerprint Policy. 3.1.2 Summer Interns: FMBP may hire summer interns to assist with events and other tasks associated with the Magical Bridge Playground. FMBP shall: •Hire teens preferably residing in or attending school in Palo Alto •Complete fingerprint background check for all interns. 3.1.3 FMBP Ambassadors: FMBP may recruit ambassadors to monitor the Friends of the Magical Bridge playground during periods of peak usage. FMBP shall: •Utilize youth and teens residing in or attending school in Palo Alto •Complete fingerprint background check for any volunteers above the age of fourteen according to the City’s most current Fingerprint Policy Page 3 3.1.4 FMBP will provide funding for all FMBP program and services inclusive of both direct and indirect expenses. 3.2 The Board of FMBP will represent FMBP for all purposes under this Agreement. FMBP’s Executive Director shall supervise the progress and execution of this Agreement. 3.3 The City will remit $38,302.10 back to FMBP for FMBP to provide playground monitoring services, programs, and special events. The sources of the funds are from funds raised by FMBP towards the design, construction, and maintenance of the Magical Bridge Playground. FMBP is responsible for ensuring that use of the funds complies with any conditions placed on the funds by donors. SECTION 4.RESPONSIBILITIES OF CITY 4.1 The CITY has designated as a city park, under Palo Alto Municipal Code section 22.08.180, a 17.99 acre site, commonly known as Mitchell Park (the “Park”) and takes responsibility to maintain the park and the Magical Bridge Playground which will include: Cleaning the playground every day (trash removal and loose litter clean-up) Wipe-down cleaning of play equipment once per month Steam cleaning of sidewalks and play area quarterly Inspections of the playground by a certified playground safety inspector once per week. Requests for playground maintenance by the FMBP will be directed to City Parks Operations of the Community Services Department. Repair and maintenance of the playground and the play equipment will be performed on a reasonable schedule. Maintenance practices will be periodically re-evaluated and adjusted as necessary. SECTION 5.ASSIGNMENT 5.1 Each Party will give personal attention to the faithful performance of this Agreement and shall not assign, transfer, convey, or otherwise dispose of this Agreement or any right, title or interest in or to the same or any part thereof without the prior written consent of the other Party, and then only subject to such terms and conditions as the other Party may require. The consent to one assignment shall not be deemed to be the consent to any subsequent assignments. Any assignment without such approval shall be void and, at the option of the other Party, shall terminate this Agreement and any license or privilege granted herein. This Agreement and any interest herein shall not be assignable by operation of law without the prior written consent of the other Party. Page 4 SECTION 6.NOTICES 6.1 All notices hereunder shall be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY:Office of the City Clerk 250 Hamilton Avenue Palo Alto, CA 94301 Copy to:Director of Community Services Department 1305 Middlefield Road Palo Alto, CA 94301 Copy to:President of the FMBP 654 Gilman Street Palo Alto, CA 94301 SECTION 7.INDEMNITY 7.1 CITY's Indemnity.The CITY agrees to protect, indemnify, hold harmless and defend FMBP, its officers, agents and employees, from and against any and all claims, loss, liability, demands, damages, costs, expenses or attorneys' fees caused by or arising out of the CITY's, its officers', agents', subcontractors' or employees' negligent acts, errors, or omissions, or willful misconduct, or conduct for which the law imposes strict liability on the CITY in the performance or nonperformance of the terms of this Agreement, except for such loss or damage caused by the sole or concurrent negligence or willful misconduct of FMBP; and (ii) as expressly provided under Subsections 7.2.1 hereof. 7.2 FMBP's Indemnity. FMBP agrees to protect, indemnify, hold harmless and defend the CITY, its officers, agents and employees, from and against any and all claims, loss, liability, demands, damages, costs, expenses or attorneys' fees caused by or arising out of FMBP's, its officers', agents', subcontractors', or employees' negligent acts, errors, or omissions, or willful misconduct, or conduct for which the law imposes strict liability on FMBP in the performance or nonperformance of the terms of this Agreement, except for such loss or damage caused by the sole or concurrent negligence or willful misconduct of the CITY and subject to the provisions of Subsection 7.2.1. 7.2.1 Notwithstanding the foregoing, the Parties agree that FMBP has no obligation under this Agreement to indemnify the CITY against any claims, loss, liability, demands, damages, costs, expenses or attorneys' fees caused by or arising out of the CITY events, activities or services that may be or are assisted or supported by any FMBP funds. SECTION 8.MISCELLANEOUS PROVISIONS Page 5 8.1 FMBP will comply with all applicable federal, California and local laws, ordinances and directives insofar as those pertain to FMBP’ performance under this Agreement. 8.2 FMBP will permit the CITY, including the City Auditor and the Director of Administrative Services, or any duly authorized representatives thereof, to, at any reasonable time during the term of this Agreement, have access to and the right to examine, or have examined, all of FMBP's records, including its financial records. The CITY's right under this Section 14 shall include the right to audit, examine and copy such records. FMBP further agrees to permit the CITY to audit, or have audited, for three (3) years thereafter, all of FMBP's records pertaining to matters covered by this Agreement. FMBP accordingly agrees to maintain such records for at least three (3) years following the termination of this Agreement for any reason. 8.3 The terms, covenants, and conditions of this Agreement shall apply to, and shall bind, the heirs, successors, executors, administrators, assigns, and subcontractors of both parties. 8.4 The waiver by either party of any breach or violation of any term, covenant, or condition of this Agreement or of any provision, ordinance, or law shall not be deemed to be a waiver of any other term, covenant, condition, ordinance, or law or of any subsequent breach or violation of the same or of any other term, covenant, condition, ordinance, or law. 8.5 The prevailing party in any action brought to enforce the terms of this Agreement or arising out of this Agreement may recover its reasonable costs and attorneys' fees expended in connection with such an action from the other party. 8.6 FMBP shall not, in the performance of this Agreement, discriminate in the employment of any person on the basis of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. 8.7 This document represents the entire and integrated agreement between the CITY and FMBP and it supersedes all prior negotiations, representations, and agreements, either written or oral, including the above-referenced cash handling services agreement between the parties, dated October 2, 1991, and the hold harmless agreement between the parties related to such cash handling services, dated September 30, 1991. This document may be amended only by written instrument, signed by the parties 8.8 This Agreement is governed by the laws of the State of California. 8.9 FMBP represents and warrants that it is a duly organized, validly existing nonprofit public benefit corporation in good standing under the laws of the State of California. Page 6 Page 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. CITY OF PALO ALTO PALO FRIENDS OF THE MAGICAL BRIDGE PLAYGROUND By: City Manager Its: APPROVED AS TO FORM:By: Senior Asst. City Attorney APPROVED: Its: Director of Administrative Services Director of Community Services City of Palo Alto (ID # 7072) City Council Staff Report Report Type: Consent Calendar Meeting Date: 6/20/2016 City of Palo Alto Page 1 Summary Title: Renewal of Yangpu "Smart Cities" Partnership Title: Renewal of “Smart Cities” Partnership with Yangpu District, Shanghai, China From: City Manager Lead Department: City Manager Recommendation Staff recommends the City Council endorse the renewal of the Smart Cities Partnership between the City of Palo Alto and Yangpu District, Shanghai China. This partnership was initiated in 2012 for a three-year term through an Intention Agreement between our two jurisdictions (please see Staff Report #3165 dated September 24, 2012 (Attachment A). A delegation from Yangpu District visited Palo Alto on June 9, 2016. At that time, Mayor Burt tentatively signed a renewal of our partnership for three years. Council endorsement of that action is requested. Background The partnership was established with the assistance of the Bay Area Council which is invested in supporting the building of stronger ties between Bay Area communities and business and counterparts in China. Our initial partnership was solidified though a visit to Yangpu District in Shanghai in December 2012, attended by Mayor Yeh, Councilmember Shepherd, and then Councilmember-elect Berman, and City Manager Keene. The Yangpu District is a university district in Shanghai that is rapidly transitioning to a technology and innovation center. Its population is over one million. During the initial three-year term, the primary focus was on an educational exchange of students, with a pilot summer youth program for Palo Alto students visiting Shanghai done for the summer of 2013. The new agreement will run until June 9, 2019. Resource Impact The impact on staff and city resources has been minimal, mostly meetings during occasional visits to Palo Alto from our Chinese partners. We often have such visits from other visitors from countries around the world. Attachments: Attachment A: Report Number 3165 (PDF) Attachment B: Intention Agreement- Bilingual (PDF) City of Palo Alto Page 2 Attachment B: Intention Agreement Palo Alto Yanpu District- Bilingual (DOCX) City of Palo Alto (ID # 3165) City Council Staff Report Report Type: Consent Calendar Meeting Date: 9/24/2012 City of Palo Alto Page 1 Summary Title: Exploration of Formal Relationship with Yangpu Title: Authorization to Explore Formal "Partnership Cities" Relationship with the Yangpu District of China From: City Manager Lead Department: City Manager Recommendation Staff recommends that Council authorize the Mayor to sign the attached “Intention Agreement” and direct staff to explore options for structuring a formal relationship with the Yangpu District of Shanghai, China. Background Palo Alto has long been known as a center of innovation-driven business and culture, and has attracted visitors from many other cities and regions internationally. Over the last several decades, working with Neighbors Abroad, the City has established many formal “Sister Cities” relationships. Primarily, these relationships have focused on cultural and educational exchanges. Recently, we have begun building on the foundation of our cultural and educational ties with some of our Sister Cities to explore strategic relationships in the areas of sustainability and economic development as well. Beyond our Sister Cities, the City regularly hosts visiting delegations from many cities and regions from around the world, largely on an ad hoc basis. The City is routinely asked to explore possibilities for additional formal relationships, especially in terms of connections to Palo Alto companies, talent, and best practices. In assessing how Palo Alto’s should consider these offers to ensure mutual benefit to any such relationship and the establishment of the suitable policy framework for deciding to enter into a partnership, staff and various Council Members have engaged in dialogues with several key regions and cities. While we have had a series of very fruitful meetings with Heidelberg, Germany (we expect to be back to Council in the fall about Heidelberg), it seems clear that forming a relationship with a city in China at this time has the potential for mutual benefit for Palo Alto. Over the past several years, the Bay Area Council, a business-backed public policy City of Palo Alto Page 2 advocacy organization of which Palo Alto is an affiliate, has been engaged in creating a formal region-to-region partnership with the Yangpu District of Shanghai, China. As such, they have a working knowledge of the region, especially as it relates to creating value for the San Francisco Bay Area’s cities and region. They also have staff based in the Bay Area and in Shanghai dedicated to promoting relationships of mutual interest. The Bay Area Council staff approached Palo Alto earlier this year to propose a partnership between Palo Alto and Yangpu. Staff is interested in connecting with the resources and expertise of the Bay Area Council to help ease our entry into this area. Discussion Staff recommends engaging with Yangpu District, through our existing mutual ties to the Bay Area Council, in a non-binding collaboration to learn about the Yangpu region and China more generally and to explore potential opportunities of mutual benefit. Earlier this year in July, representatives from the Bay Area Council and the California State Economic Development Commissioner introduced Yangpu District to the Palo Alto City Council. This presentation highlighted Yangpu District as a region with similarities to and potential benefits for Palo Alto, especially in terms of local higher education and business resources. Fudan University is one of the oldest universities in China and notable for its life sciences, natural sciences, engineering and technology, and arts and humanities. Additionally, VMWare, a major employer in Palo Alto is also a business leader in Yangpu. By partnering in our process with the Bay Area Council, staff intends to leverage their knowledge and resources, to establish a baseline of cross-cultural understanding, and explore a strategic partnership structure over for a period of no more than three years. During this time, the City staff will not explore formal relationships with other Chinese regions or cities. The product of our exploration is intended to provide the framework for identifying specific opportunities or initiatives to collaborate on that would then be brought back to Council for consideration and approval. By executing the attached “Intention Agreement” at a special event hosted by the Bay Area Council, the City will express its openness to cultural exchange, learning, and exploration of partnership opportunities between our respective entities. However, the City will not be bound by any contract or held to any specific outcomes. Timeline A signing ceremony for the attached “Intention Agreement” is scheduled with the City, Bay Area Council and Officials from the Yangpu District for Thursday, September 27th. Staff will work together with the Bay Area Council, and representatives of Yangpu to complete the exploration and make any recommended Council action within a period of no more than 3 years. Resource Impact City of Palo Alto Page 3 Some routine staff time will be absorbed, but staff will rely largely on the efforts of the Bay Area Council, which is a key factor in making this reommendation. Attachments: Attachment A: Yangpu Intention Agreement (DOC) INTENTION AGREEMENT BETWEEN CITY OF PALO ALTO, CA, USA AND YANGPU DISTRICT, SHANGHAI, CHINA In the spirit of friendship and the principle of equality and mutual benefit, through friendly negotiation, City of Palo Alto, CA, USA and Yangpu District, Shanghai, China, agree to execute this Intention Agreement to support the following principles and actions: 1. The Parties agree to explore mutual economic interactions to enhance the economic health and betterment of their respective communities and enterprises. 2. The Parties facilitate technological, scientific, environmental sustainability, educational and cultural exchanges between their communities. 3. The Parties strive to keep each other informed on important economic and civic issues. 4. The Parties will seek opportunities to promote public awareness of the agreement. 5. No Party has the power of authority to legally bind any other Party and nothing herein contained shall be construed as authorizing any Party to act as an agent or representative of any other Party. Nothing in this Intention Agreement shall be construed to create or constitute a legally binding obligation of the Parties. 6. The agreement shall have a term of three years through September 30, 2015 with an option for the Parties to consider renewal of the agreement at the end of the term. In Witness, Whereof, the Parties have duly executed this Intention Agreement on this 27th day of September, 2012. CITY OF PALO ALTO YANGPU DISTRICT City of Palo Alto (ID # 6982) City Council Staff Report Report Type: Action Items Meeting Date: 6/20/2016 City of Palo Alto Page 1 Summary Title: Public Hearing: Adoption of a Resolution Confirming Weed Abatement & Assessment Title: PUBLIC HEARING: Adoption of a Resolution Confirming Weed Abatement Report and Ordering Cost of Abatement to be a Special Assessment on the Respective Properties Described Therein From: City Manager Lead Department: Fire Recommendation Staff recommends Council (1) hold a public hearing to hear and consider objections from affected property owners of proposed assessments related to completed weed abatement work and (2) adopt the attached resolution confirming the report and ordering abatement costs to be a special assessment on the properties specified in the report. Background The Weed Abatement Division of Santa Clara County Agriculture and Environmental Management administers the contract for weed abatement within the City of Palo Alto, in accordance with an agreement established on April 18, 1977 between the City and County. On December 14, 2015, in accordance with Chapter 8.08 of the Palo Alto Municipal Code, the City Council declared weeds to be a nuisance and ordered that the nuisance be abated. A public hearing was held on January 11, 2016, to consider objections to the proposed destruction or removal of the weeds. No objections were noted. Once the above steps had been taken, the County Weed Abatement Division instructed its contractor to abate weeds on City and private properties within Palo Alto. That work has now been completed. Property owners were notified the third week in December 2015 that weeds were to be abated by April 30th, 2016, either by the owners or by the County. If the property owners chose to have the County abate the weeds, the abatement charges would be levied against the respective properties as an assessment by the County Assessor. The County has since informed the property owners of the costs for destroying and removing the weeds. City of Palo Alto Page 2 The City Clerk has published the required notice of this hearing in the Palo Alto Weekly. The cost report by the County Weed Abatement Division has been posted on the City Hall Plaza bulletin board for ten days prior to this hearing. Discussion Property owners may object to the charges for weed abatement being levied against their properties. The charge consists of the contractor’s cost plus 150 percent administrative charges, in accordance with Palo Alto’s contract with Santa Clara County (CMR 357:00, September 18, 2000). A representative from the County Weed Abatement Division will be present at the public hearing with the records of weed abatement that have taken place. Should there be any modifications in the proposed assessments as a result of the hearing; changes in the assessment spread will be made as necessary. After any recalculations are completed, and Council adopts the attached resolution confirming the abatements and ordering those costs to be imposed as liens on the abated properties, the assessments will be submitted to the County Assessor for entry on the October tax roll upon which general City taxes are to be collected. RESOURCE IMPACT There is no direct fiscal impact of this action to the City. The assessments identified on Exhibit “A” of the resolution, totaling $19,488.47, will be imposed as liens on the properties listed and will not be borne by the City. POLICY IMPLICATIONS This procedure is consistent with existing City policies. ENVIRONMENTAL ASSESSMENT The Santa Clara County Counsel has determined the Weed Abatement Program to be Categorically Exempt from CEQA pursuant to CEQA Guidelines Section 15308. Attachments: Attachment A – Resolution Confirming Weed Abatement Report and Ordering Cost of Abatement Attachments: Attachment A - Resolution Confirming Weed Abatement Report and Ordering Cost of Abatement to be a Special Assessment on the Respective Properties (PDF) NOT YET APPROVED 160512 sh 020/Weed Abatment/Step #3 Reso 1 Resolution No. _____ Resolution Confirming Weed Abatement Report and Ordering Cost of Abatement to be a Special Assessment on the Respective Properties Described Therein R E C I T A L S A. The Council of the City of Palo Alto has heretofore declared weeds growing on certain properties within the City to be a public nuisance by Resolution No. 9569, dated December 14, 2015; B. The Council on January 11, 2016, did adopt Resolution No. 9572 thereby ordering the weed nuisance abated; C. Subsequent to the giving of said notice, the Fire Chief, through his Administrator, the Weed Abatement Division of Santa Clara County Department of Agriculture and Environmental Management, has caused to be abated the weeds on the herein described properties; D. The Fire Chief, through his Administrator, the Weed Abatement Division of Santa Clara County Department of Agriculture and Environmental Management, has filed his report and assessment list for weed abatement as provided by law and a hearing has been duly set and noticed, for objections to said report and assessment list and for confirmation; and E. The Council has duly considered the report and assessment list and any objections thereto. NOW, THEREFORE, the Council of the City of Palo Alto does RESOLVE as follows: SECTION 1. The report and assessment list is in all respects complete and correct and is hereby confirmed. The amounts of the cost for abating the nuisance are confirmed and those remaining unpaid, as shown on Exhibit “A” attached hereto and incorporated herein, shall constitute special assessments against the respective parcels of land and are a lien on the property for the amount of the respective assessment. SECTION 2. All written or oral protests or objections to said report and assessment list are overruled or denied. SECTION 3. The unpaid assessments shown on Exhibit “A” shall be entered upon the 2016-2017 tax roll against the parcels of land and shall be collected at the same time and in the same manner as general City taxes, be subject to the same interest and penalties, and be subject to the same procedure and sale in case of delinquency. All laws and ordinances applicable to the levy, collection, and enforcement of City taxes are hereby made applicable to this special assessment. NOT YET APPROVED 160512 sh 020/Weed Abatment/Step #3 Reso 2 SECTION 4. Santa Clara County has determined the weed abatement program to be categorically exempt from CEQA pursuant to CEQA Guidelines Section 15308. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: __________________________ _____________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: __________________________ _____________________________ Principal City Attorney City Manager _____________________________ Fire Chief _____________________________ Director of Administrative Services 2016 Weed Abatement Program Assessment Report City of Palo Alto OWNER ADDRESS Exhibit A Situs TAX ROLL AMT 1 2 3 t 5 6 7 I 9 10 11 12 13 14 15 16 17 18 l119 931 258 733 435 2225 42s 739 780 3l0l 609 3489 315 325 220 290 Fife Guinda Middlefield Ramona Seale Alma Stanford Colorado Clara Middlefield Ashton Cowper Olive Olive No Situs Femando Matadero Matadero APN 003-2t-063 003-34-006 120-02-0r7 120-27-063 124-09-029 124-20-001 t24-31-027 127-34-t0t 127-35-030 127-53-007 132-04-102 132-05-108 132-32-029 132-32-037 132-33-050 t32-34-0t2 132-34-025 132-34-032 Jue Kenneth R Gouyet Albert And Calisa C Trustee Equity Smart Investments Lp Koda Ross K Trustee Kasahara, Michie Tr/tr Lee Stephen And Yvette C Nicholls Marie L Trustee Huang Hsing Y Et Al Banque Raymond J Fisher Llc Dorothea Diana Mc Calley Roderick C Et Al Smith Boyd C And Jill J Trustee & Et Si 43 Llc TERRY LEE Rehabilitation Housing Associates Ajloun Enterprises Llc Ruehl Karl K And Sigrid T Trustee POBoxS3 931 Guinda St 5701 Lonetree Blvd Unit 102 P O Box 156 1050 Koloa St¡eet 2225 AlmaSt 425 Stanford Ave 757 Seminole Way 780 Clara Dr 4861 Sally Ct 609 Ashton Ave 3489 Cowper St 3260 Ash St 10600 N De Anza Bl Ste 200 359 Washington St¡eet 1796 Bay Rd 186 Camelia Dr 2391 Gabriel Ave PALO ALTO PALO ALTO ROCKLIN SOUTH DOS PALOS HONOLULU PAIO ALTO PALO ALTO PALO ALTO PALO ALTO UNION CITY PAIO ALTO PALO ALTO PALO AITO CUPERTINO Daily City EAST PALO ALTO DAIY CITY MOTINTAIN VIEW 94302-0083 94301-3319 95765 93665 968 16 94301-3905 94306-t149 94303-4723 94303-3905 94s87 94306-3610 94306-36t7 94306 95014 94015 94303 9401s 94040-141s $932.00 $5s.00 $983.00 $1,034.00 $55.00 $55.00 $55.00 $55.00 $55.00 $55.00 $55.00 $s5.00 $55.00 $55.00 $2,360.00 $55.00 $932.00 $55.00 TRA 6001 6001 600r 6001 600r 6001 6001 6001 6001 6001 6001 6001 6001 6001 6001 6001 6001 600r Report Date: 512312016 (List Sorted by APN)Page 1 Situs APN 2016 Weed Abatement Program Assessment Report City of Palo Alto OWNER ADDRESS Exhibit A TAX ROLL AMT 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 3605 405 2321 2250 2195 2120 3700 3747 403 I 795 4175 531 590 4155 3460 3495 3500 4208 $55.00 $932.00 $55.00 $55.00 $55.00 $55.00 $983.00 s55.00 $648.00 $55.00 $55.00 $55.00 $55.00 $55.00 $55.00 $4,298.00 $55.00 $55.00 TRA 6001 6001 6001 6001 6001 600r 6022 60s9 6022 6059 6059 60s9 6059 6022 60s5 6055 605s 6001 Park Curtner Wellesley Columbia Columbia Columbia El Camino Real Laguna Amaranta Cereza Alta Mesa Irven Maybell Amaranta Hillview Deer Creek Deer Creek Ruthelma 132-34-050 132-41-072 13'.7-02-024 r37-05-095 137-06-036 137-06-088 137-t l-078 137-14-069 t37-21-034 137-21-064 t37-25-005 137-2s-008 137-25-088 137-26-001 142-16-059 142-16-062 142-16-066 148-02-002 PALO ALTO SARATOGA BERKELEY PALO ALTO PALO ALTO PALO ALTO LOS ALTOS PALO ALTO PALO ALTO PALO ALTO PALO ALTO SANTACLARA PALO ALTO REDWOOD CITY SAN FRANCISCO PORTOLA VALLEY PALO ALTO SAN FRANCISCO 94306-2853 95070 94704 94303 94306-1233 94301-3435 94024-5744 94306-262s 94306-3 I 03 94306-3145 94306-393t 95051-t212 94306-3817 94063 94lll 94025 94304 94115-33t7 Brosz Karolyn Curtner Investment Group Llc Culpepper Benjamin J Taggart Kenneth And Cynthia Edelman Andrea Trustee Hall Lois M Trustee Kss Investment Llc Benes Francis M Et Al Hamlett Mildred Lamb Mary Ellen Alina Myrna And Myrna Ãlina2012 Januario Americo M And Linda A Vilkin Peter Corlay Nancy Leland Stanford Jr Univ The Bd Leland Stanford Jr Univ Board Leland Stanford Jr University Board Shiu Boon W 3605 Park Blvd 18801 Belgrove Cir 335 Panoramic Way P O Box 5l 177 2195 Columbia St I135 Hopkins Ave 1380 Miravalle Ave 3747 Laguna Ave 4031 Amaranta Ave 795 CerezaDr 4175 AlTa Mesa Ave 2422 GallupDr 673 Maybell Ave 2810 Blenheim Ave l0l CaliforniaAve Ste 1800 150 Portola Rd 3500 Deer Creek Rd 2478 Geary Blvd Report Date: 512312016 (List Sorted by APN)Page2 Situs 2016 Weed Abatement Program Assessment Report City of Palo Alto OWNER ADDRESS Exhibit A TAX ROLL AMT 37 38 39 40 41 42 43 44 45 46 47 48 49 29s 262 28s 849 4243 4103 4l t0 890 900 2946 3111 Charleston Whitclem Charleston Mesa Manuela Old Trace Old Trace Mockingbird Mockingbird Old Adobe Alexis Alexis Alexis 295 W Charleston Rd 262 Whitclem D¡ 3289 South Ct Po Box 1667 5 15 S Flowe¡ St Floor 25 Po Box 60065 4l l0 Old Trace Rd 890 Mockingbird Ln 900 Mockingbird Ln 171 Main St#278 2946 Alexis Dr 3l 1l Alexis Dr 29 Ventris Rd B-4 9/f San PALO ALTO PALO ALTO PALO ALTO PALO ALTO LOS ANGELES PALO ALTO PALO ALTO PALO ALTO PALO ALTO LOS ALTOS PALO ALTO PALO ALTO HONG KONG APN 148-02-010 148-02-044 148-03-033 175-0t-037 175-02-053 175-20-078 I 75-20-080 175-20-082 175-20-083 175-20-092 I 82-40-004 I 82-43-01 8 182-43-034 He Shudong And Chen Zheng Trustee YanZant Steven L Nguyen Jim T.l-t. Llc Weakland Alan Trustee & Et Al Smithwick Alton D And Ursula L Dhaliwal Jasmine Trustee Joshi Vivek Trustee & Et Al Livingston Daniel S Trustee Grove Andrew S And Eva R Trustee Hwang Cherng-daw And Bi-shuang Cabaccan Joselito C Hwa George And Eileen 94306-4128 943064tt2 94306-2951 94302 90071 94306 94306-3727 94306-3719 94306-3719 94022 94304-1301 94304-1306 CHINA TOTAL $5s.00 $55.00 $55.00 $1,314.50 $55.00 $1,288.99 s55.00 $55.00 $55.00 $1,747.98 $55.00 $55.00 $55.00 TRA 6001 6001 600r 6001 600r 6020 6020 6020 6020 6020 6039 6039 6039 $r9,488.47 Report Date: 512312016 (List Sorted by APN)Page 3 City of Palo Alto (ID # 6622) City Council Staff Report Report Type: Action Items Meeting Date: 6/20/2016 City of Palo Alto Page 1 Summary Title: Midtown Connector Feasibility Study Title: Midtown Connector Feasibility Study and Direction Regarding Potential Bicycle and/or Pedestrian Paths Along Matadero Creek or Parallel Routes From: City Manager Lead Department: Planning and Community Environment Recommendation Staff recommends that the Council: Adopt the Midtown Connector Feasibility Study; and Direct staff to complete plans, specifications, and estimates (PS&E), for a shared-use path along the Matadero Creek channel and through Seale Park between the planned Ross Road Bicycle Boulevard and the US 101 creek undercrossing; and Direct staff to work with the Santa Clara Valley Water District to provide seasonal access for bicyclists and pedestrians through the US 101 creek undercrossing, and Direct staff to complete an alternatives analysis, Project Study Report (PSR), and environmental analysis for an Alma Street/Caltrain overcrossing/undercrossing at a location somewhere between Colorado Avenue and Loma Verde Avenue. Note: On May 25, 2016, the Planning and Transportation Commission recommended proceeding with a hybrid shared-use and pedestrian path along Matadero Creek from US 101 to Alma Street. Staff’s recommendation recognizes constraints west of Ross Road identified in the Midtown Connector Feasibility Study, as well as input from the Midtown Connector Citizens Advisory Committee and the Pedestrian and Bicycle Advisory Committee (PABAC). Executive Summary On November 9, 2015 City staff presented a preliminary constructability review to City Council that identified unanticipated project constraints. Council directed staff to “analyze the feasibility of a hybrid design that would incorporate portions of Matadero Creek and other on- street facilities (where needed) to create a connection from the Caltrain tracks to US 101.” City Council also directed staff to “identify the most practical alternative on a collector street between Alma Street and West Bayshore Road.” City of Palo Alto Page 2 On May 25, 2016, Staff presented the following options to the Planning and Transportation Commission for review and recommendation: Table 1: Options Presented to the Planning and Transportation Commission Alignment Option Evaluation Constraints Cost Matadero Creek Shared-Use Path (some on-creek and some on- street sections) Most costly and constrain- ed option On-street alignment required on El Carmelo Avenue (parking removal required). Right-of-way and parking lot reconfiguration required at First Christian Church and Winter Lodge properties (parking removal required). On-street alignment required on Louis Road and Maddux Drive to utilize existing path through Seale Park. Seasonal access only between Greer and West Bayshore. Railing required at locations where floodwall is less than 42” high. $4.8 M Matadero Creek Pedestrian-Only Path Feasible with minimal constraints Seasonal access only between Greer and West Bayshore. Railing required at locations where floodwall is less than 42” high. Would require over twice the amount provided in Santa Clara County grant. $3.3 M Matadero Creek Hybrid Option (shared-use path where possible) Costly and constrain- ed option Similar constraints to Matadero Creek pedestrian-only path listed above. $3.3- $4.8 M Loma Verde Ave Class IV (protected) Bikeway Feasible Reduction in parking between Alma Street and Bryant Street and between Louis Road and West Bayshore Road. Requires concurrence from Santa Clara County regarding grant funding. $1.9 M No Project N/A This option would require returning $1.5 million in Santa Clara County grant funds. $-1.5 M Source: Midtown Connector Feasibility Study Staff’s recommendation is to implement a segment of the shared use path option along Matadero Creek, and address the two major across barrier connections for east-west travel: US 101 and the Alma Street/Caltrain corridor. Shared-use paths, pedestrian paths and bikeways along additional segments of Matadero Creek and Loma Verde Avenue would not be advanced. City of Palo Alto Page 3 Background In November 2012, the Santa Clara County Board of Supervisors unanimously approved $10.0 million in grants to fund pedestrian and bike path improvements proposed by Stanford University and the City of Palo Alto. The $10.0 million included $1.5 million for a proposed shared-use path along the levees of the Matadero Creek. The grant application (http://bit.ly/1BroN5e) proposed the shared-use alignment along the Matadero Creek channel levees and estimated a total project cost of $2.0 million. This project is also identified in the Santa Clara County Trails Master Plan (http://bit.ly/11oO6oA), which was last updated in 1995. The feasibility study phase for the Midtown Connector Project was funded at $383,645 in the City’s FY15 Capital Improvement Plan budget through CIP PL-14001 Midtown Connector Project. Through a public procurement process, the City retained Alta Planning + Design to lead a consultant team to prepare the study. Initial efforts provided a high-level evaluation of five alternative alignments for a Midtown Connector between Alma Street and US 101, including a Matadero Creek Trail concept, Colorado Avenue, Loma Verde Avenue, California Avenue, and East Meadow Drive. Based on the conditions established by the County Board of Supervisors, successful completion of the Feasibility Study and concurrence by the Santa Clara Valley Water District is required prior to beginning the next steps of environmental review, more detailed preliminary plans, permitting, plans, specifications, and estimates (PS&E), bidding, and construction. If a different alignment is selected as the locally-preferred alternative, City staff would need to consult with the County staff to determine whether this alternative meets the requirements of the original grant award. Significant deviations from the original creek channel alignment may require the revised project to compete in a new competitive grant process established by the County Board of Supervisors. Staff met with community members at resident association meetings in 2013 and at public meetings on June 26, 2014 and April 14, 2015. Additional public comments were gathered using an online map developed for the bicycle boulevards and enhanced bikeways program. Comments made within the Midtown neighborhood were pulled out and analyzed separately to help with the initial alternatives development and planning. A project-specific Citizen Advisory Committee (CAC) was appointed in early 2015 for the purpose of increasing community participation in the planning process to help define overall project objectives, identify alignment alternatives, and to consider the criteria for evaluating alternatives. Eleven members of the public, one Pedestrian and Bicycle Advisory Committee (PABAC) member, and one Planning and Transportation Commission (PTC) member comprise the CAC. Two CAC meetings were held on February 26, 2015 and September 8, 2015. In addition, staff met one- on-one with interested CAC members. On November 9, 2015, after receiving recommendations from the CAC and Staff, Council directed staff to “analyze the feasibility of a hybrid design that would incorporate portions of City of Palo Alto Page 4 Matadero Creek and other on-street facilities where necessary to create a connection from the Caltrain tracks to US 101.” City Council also directed staff to “identify the most practical alternative on a collector street between Alma Street and West Bayshore Road.” On May 17, 2016 the CAC met to hear a follow up presentation on the Midtown Connector Feasibility Study, which included more details regarding the hybrid alternative and other on- street alternatives as directed by Council. Many CAC members were not supportive of any of the alternatives (see Attachment B for Feedback Summary). Members were generally supportive of a shared-use path in concept, but did not feel that the alignments proposed were worth the significant challenges and cost to implementation. On May 25, 2016, the Planning and Transportation Commission (PTC) reviewed the Midtown Connector Feasibility Study and the five alternatives. The PTC discussed the alternatives and noted that the Loma Verde Avenue Class IV separated bikeway would provide only a marginal benefit considering the cost. The PTC was not enthusiastic about any of the alternatives, however it did not believe that “no project” was appropriate, given the grant funding opportunity, and recommended that Council direct staff to pursue the hybrid alternative along Matadero Creek, which would include a shared-use path where feasible, and a pedestrian-only path where a shared-used path is infeasible. Discussion Midtown Connector Feasibility Study Staff evaluated opportunities and constraints for installing a shared-use path along Matadero Creek and on adjacent on-street facilities (where needed) between Alma Street/Caltrain corridor and West Bayshore Road/US 101. The 1.5-mile-long creek corridor was broken up into six segments for analysis: Segment A – Alma Street to Waverley Street Segment B – Waverley Street to Middlefield Road Segment C – Middlefield Road to Ross Road Segment D – Ross Road to Louis Road Segment E – Louis Road to Greer Road Segment F – Greer Road to West Bayshore Road/US 101 A strict technical feasibility analysis was performed on each segment of the creek using minimum available width and property ownership to determine feasibility. Additional considerations such as safety and security, mid-block crossings, utilities and public input were also assessed and documented. The creek-side option was evaluated for use as a shared-use path (i.e., a path that can safely accommodate both bicyclists and pedestrians) and a pedestrian-only path that would restrict bicycle use. Where a creek-side option was infeasible, on-street alignments were identified. These considerations are described below. City of Palo Alto Page 5 For more information, see Attachment A - Midtown Connector Feasibility Study a. Minimum Available Width Shared-Use Path. For the purposes of this study, segments along Matadero Creek that provided a minimum 12 feet of continuous clear width in accordance with design guidance provided in the City of Palo Alto Bicycle + Pedestrian Transportation Plan (BPTP) were deemed feasible for consideration as a shared-use path. Note: Minimum width was evaluated by existing physical constraints regardless of property ownership, which was evaluated separately. In addition, while 12 feet of clearance is the standard set in the BPTP, a narrower shared-use path is feasible and other examples of narrower shared-use paths exist within the City. The following segments successfully met the minimum standards for available width for a shared-use path: Segment B – Waverley Street to Middlefield Road Segment C – Middlefield Road to Ross Road Segment D – Ross Road to Louis Road Segment F – Greer Road to West Bayshore Road/US 101 The following segments did NOT meet the minimum standards for available width for a shared- use path: Segment A – Alma Street to Waverley Street Segment E – Louis Road to Greer Road Segment A and E were further evaluated for on-street alignments (see below). Pedestrian-Only Path. For the purposes of this study, segments along Matadero Creek that provided a minimum six feet of continuous clear width in accordance with design guidance provided in the BPTP were deemed feasible for consideration as a pedestrian-only path. Short constrained sections (no longer than 250 feet) that were less than six feet wide, but greater than five feet wide were deemed feasible in accordance with the Santa Clara Valley Transportation Authority (VTA) Pedestrian Technical Guidelines and the Palo Alto sidewalk standard. Note: Minimum width was evaluated by existing physical constraints regardless of property ownership, which was evaluated separately. The following segments successfully met the minimum standards for available width for a pedestrian-only path: Segment B – Waverley Street to Middlefield Road. No width constraint for a pedestrian path. Segment C – Middlefield Road to Ross Road. No width constraint for a pedestrian path. Segment D – Ross Road to Louis Road. No width constraint for a pedestrian path. City of Palo Alto Page 6 Segment E – Louis Road to Greer Road. Segment E contains a short constrained section less than 6 feet, but greater than 5 feet near Louis Road. Segment F – Greer Road to West Bayshore Road/US 101. No width constraint for a pedestrian path. The following segments did NOT meet the minimum standards for available width for a pedestrian-only path: Segment A - Alma Street to Waverley Street. At Waverly Street, the presence of two private residences adjacent to the path provides no opportunity for any path alignment. Alignment A was further evaluated for on-street alignments (see below). b. Property Ownership The Santa Clara Valley Water District (SCVWD) owns and maintains the Matadero Creek channel to provide flood protection for area residents. The creek is channelized between Alma Street and Greer Road with service roads and floodwalls along most the segments. The creek and service roads are fenced off and include locked gates at cross streets. For much of the corridor, a 12-foot-wide access road is available on one side of the creek. The SCVWD also conducts periodic (every three to five years) maintenance activities such as excavation and trash clearing that might require temporary path closures. The City would need to enter into a Joint Use Agreement with the SCVWD in order to move forward with the shared-use path or pedestrian-only path within the creek channel. The agreement spells out the specific maintenance and legal responsibilities for the City and the SCVWD. The City is currently a party to a Joint Use Agreement with the SCVWD for the Wilkie Way Bridge. For the purposes of this study, segments along Matadero Creek that are owned by the City or the SCVWD were deemed feasible for consideration as a shared-use or pedestrian-only path. Segments that were owned by a public entity, but had property rights encumbered by easements or other long-term lease agreements were deemed feasible with constraint. Segments that were completely within private control were deemed infeasible. The following segments successfully met the minimum standards for property ownership for a shared-use path or pedestrian-only path: Segment B – Waverley Street to Middlefield Road. This segment would require negotiation with First Christian Church (2890 Middlefield Road), which holds an easement along Matadero Creek with SCVWD. First Christian Church uses the eased property for garbage access, ADA accessible loading, angled parking, and storage/maintenance space for the Keys School located on its property. The shared-use path option would require this right-of-way, however a pedestrian-only path option could utilize the existing walkway through Hoover Park, between Southfield Apartments and First Christian Church (7 feet wide) and along the existing sidewalk adjacent to Middlefield Road. City of Palo Alto Page 7 Segment C – Middlefield Road to Ross Road. This segment would require negotiation with Winter Lodge (3009 Middlefield Road), which holds a long-term lease with the City of Palo Alto. Winter Lodge uses the property along Matadero Creek for angled parking. The shared-use path option would require a reconfiguration of part of the parking lot (angled parking would become parallel parking for one drive aisle) and the removal of approximately 6-8 parking spaces. The Pedestrian-Only option would not require any loss of parking. Segment D – Ross Road to Louis Road. This segment has no constraints related to ownership. Segment E – Louis Road to Greer Road. This segment has no constraints related to ownership. Segment F – Greer Road to West Bayshore Road/US 101. This segment has no constraints related to ownership. The following segments did NOT meet the minimum standards for property ownership for a shared-use path or pedestrian-only path: Segment A – Alma to Waverley. Two private residential properties are located adjacent to Matadero Creek (opposite sides of the creek) at Waverley Street. There is no Water District maintenance road for these two properties. Property maps were consulted and neither property encroaches on Water District owned land. c. Additional Considerations Safety, Security & Privacy. In all segments except Segment F (Greer to West Bayshore) a floodwall separates the potential path from the channelized concrete creek below. This floodwall averages approximately 30 inches, but ranges in height from as low as 6 inches to as high as 52 inches. Caltrans and VTA guidelines set a minimum height of 42 inches for a railing to protect path users from drop-offs.1 Providing a separate fence or installing railing to raise the height of the floodwall to 42 inches would need to be negotiated with the Santa Clara Valley Water District in a Joint Use Agreement. The Water District has indicated willingness to permit a fence be erected alongside the floodwall if installed in posts that would allow the fence to be removed for maintenance operations. Members of the Citizens Advisory Committee expressed specific concerns about crime, including crime along the path and property crime at homes along the path. A safety and security analysis was conducted that included a literature review, an analysis of crime reports from Matadero Creek and existing paths in the Bay Area, and a review of Crime Prevention 1 Caltrans Highway Design Manual, 6th Edition (2015), Chapter 200, Topic 208, p. 200-40 and VTA Bicycle Technical Guidelines (2012), Chapter 9, p. 9-12. City of Palo Alto Page 8 through Environmental Design (CPTED) principles. The literature review indicated that, nationally, paths have not been shown to increase criminal activity. An examination of five existing Bay Area paths identified a total of 22 crimes over a six month period for 40 miles of trails. In the same period, Matadero Creek experienced a single criminal incident. The vast majority of properties that abut the creek maintain privacy through the installation of six-foot-high wood fencing. The City could consider installation of different styles of fencing or higher fences for property owners that request additional privacy. Mid-Block Crossings. Users on a shared-use path or pedestrian-only path would need to cross Waverley Street, Cowper Street, Middlefield Road, Ross Road, Louis Road and Greer Road at uncontrolled, mid-block locations. For low-volume residential street crossings, potential crossing safety improvements may include: Advance warning signs for drivers Rectangular rapid flashing beacons (RRFBs) Curb extensions Raised and/or marked crosswalks Further analysis and design would be required to identify how many of these treatments would be appropriate at each crossing. For higher volume crossings (e.g., Middlefield Road), a more robust approach would be appropriate. This may include installation of a pedestrian hybrid beacon (HAWK), which acts as a stop light when activated by path users, a median refuge island and raised crosswalk to calm traffic. A new traffic signal may also be warranted, pending further analysis. Utilities. Based on utility map research, surveying and field investigations, the Matadero Creek Trail alignment would cross perpendicular utilities at street crossings. There are existing underground water, gas and sanitary sewer crossings perpendicular to the creek. Other than adjustments of valves and manholes to grade, no utility relocations are anticipated at street crossings. Overhead electric and communication utility lines cross the creek at Alma Street, Waverley Street, Cowper Street, Ross Road, Louis Road and Greer Road. Impacts or relocation of overhead utilities are not anticipated for the Matadero Creek corridor. There is an existing 60kV electric line in a six-inch steel casing running longitudinally along the creek north maintenance access road. The electric line is owned by the City and relocation is not anticipated. City of Palo Alto Page 9 Public Input. For the current phase of the Midtown Connector Feasibility Study, Staff hosted a tactical urbanism event called “Greenway for a Day along Matadero Creek.” The event was held on Saturday, April 23, 2016 and included display boards with information about shared-use path feasibility, the opportunity to walk one segment of the creek (from Cowper Street to Waverley Street), and an opportunity to provide comments on the trail. Over 200 individuals participated in this event and Staff received 112 comment cards. Comments received included: General expressions of support: 58 Conditional Support: 26 o Increase privacy: 3 o Connect to Baylands: 9 o Do not add lighting: 4 o Connect across Alma Street: 8 o Improve safety conditions: 2 o Enhance midblock crossings: 4 General expressions against the proposed trail: 22 o Effect on wildlife: 2 o Aesthetics: 2 o Vagrancy: 3 o Privacy: 5 o Project cost: 10 o Lack of feasible connections: 2 o Safety: 9 o Other: 6 Also, six people showed support for a midblock crosswalk on Middlefield Road, regardless of the trail project. Many comment cards included multiple reasons, so the number of comments is greater than the total number of comment cards. On-Street Alternative Analysis Following the Council’s direction, staff also evaluated the feasibility of an on-street alternative. To be consistent with the intent of this study, the on-street option focused on the development of a Class IV separated bikeway, which provides greater separation for potential users than on- street bicycle lanes. Two potential routes were evaluated adjacent to the creek: Loma Verde Avenue and Colorado Avenue. A Class IV separated bikeway along East Meadow Drive is being planned as a separate project. Of the two options, only Loma Verde Avenue was carried forward. Colorado Avenue has insufficient width (36 feet) to accommodate a Class IV separated bikeway without removing all available on-street parking. City of Palo Alto Page 10 Along Loma Verde Avenue the Class IV separated bikeway would be a two-way facility on the south side of the street. The bikeway would require removing parking on one side of the street from Alma Street to Bryant Street and from Louis Road to West Bayshore Road. From Bryant Street to West Bayshore Road, night-time parking on the south side of the street would no longer be permitted. Two-way separated bikeways on two-way streets with a large amount of driveways can be dangerous for bicyclists travelling in the opposite direction of adjacent traffic. Best practices in bikeway design would support a one-way separated bikeway on each side of Loma Verde Avenue. However, given the street width, removal of all on-street parking or elimination of one travel lane would be required. Elimination of a travel lane could only be accomplished by converting Loma Verde Avenue into a one-way street. A parking occupancy study was conducted to determine the impacts of on-street parking removal. Considering weekday, evening and weekend parking, all segments would remain below 80-percent utilization, except for the segment between Greer Road and West Bayshore Road, where four new parking spaces would be required. Without these new spaces, these motorists would need to park on side streets or up to one block away from their current parking space. Alma Street/Caltrain and US 101 Crossings Assessment While the extents for this project were Alma Street and West Bayshore Road, crossings of both Alma Street/Caltrain and West Bayshore Road/US 101 were considered as part of this study. Specific crossing opportunities included: Providing connections to existing overcrossings/undercrossings using the planned bicycle boulevard network, Developing a new undercrossing of Alma Street/Caltrain using available public property, and Enhancing the existing creek undercrossing of US 101 to provide a seasonal undercrossing. Staff Recommendation Staff recommends that, given the complexities and significant barriers to moving forward with the hybrid creek alignment detailed in the Midtown Connector Feasibility Study (Attachment A), that the most effective course of action is to move forward with a shared-use path along the Matadero Creek channel between Ross Road and Louis Road, and through a portion of Seale Park in a short segment where an on-creek shared-use path is infeasible. This would complete a connection that is primarily on-creek with minimal constraints and is located between the planned Ross Road Bicycle Boulevard and the US 101 creek undercrossing. This segment has the fewest technical constraints and a conservative cost estimate of $1.7 million, which is a little City of Palo Alto Page 11 higher than the grant allocation of $1.5 million. The cost could be significantly reduced by selecting less aggressive roadway crossing treatments along the route. While this is not the continuous creek channel shared-use path that was initially envisioned, the recommended alternative provides important bicycle and pedestrian access to the Middlefield Road commercial area, intersects with Seale Park, and improves access to existing multi-family housing along the US 101 corridor. It also links existing and planned bicycle facilities and leaves open the long-term possibility of completing the grander corridor vision if current constraints change. In addition, as this segment would be a continuous shared-use path, it aligns closely with the criteria for the county grant allocation. Staff also recommends working with the Santa Clara Valley Water District to provide seasonal access for bicyclists and pedestrians through the US 101 creek undercrossing. The draft VTA county sales tax measure project list includes a US 101 creek overcrossing /undercrossing. The estimated cost of this project is $1.5 million for a seasonal undercrossing, and $7.0 million for a year-round crossing. Finally, staff recommends moving forward with an Alma Street/Caltrain overcrossing/undercrossing at a location somewhere between Colorado Avenue and Loma Verde Avenue. This $13.0 million project is an Across Barrier Connection (ABC) identified in the Santa Clara Valley Transportation Authority Bicycle Expenditure Plan and also appears in the draft list of bicycle and pedestrian projects that may be eligible for future county sales tax funding. The three standalone projects recommended by Staff will further the City’s mobility goals and connect planned bicycle boulevards and enhanced bikeways identified in the Bicycle + Pedestrian Transportation Plan. The above course of action will likely enable the City to retain the county grant allocation and move forward with the most feasible segments of the Midtown Connector project, while avoiding the segments that caused the greatest concern from neighborhood residents and member of the Midtown Connector Citizens Advisory Committee. Policy Implications: The Bicycle + Pedestrian Transportation Plan identifies and prioritizes the development of a trail along Matadero Creek. The plan objectives that are advanced by the development of a recreational facility through Midtown include: Objective 1: Double the rate of bicycling for both local and total work commutes by 2020 (to 15% and 5%, respectively). Objective 2: Convert discretionary vehicle trips into walking and bicycling trips in order to reduce City transportation-related greenhouse gas (GHG) emissions 15% by 2020. Objective 3: Develop a core network of shared paths, bikeways, and traffic-calmed streets that connects business and residential districts, schools, parks, and open spaces to promote healthy, active living. Objective 4: Plan, construct, and maintain ‘Complete Streets’ that are safe and accessible to all modes and people of all ages and abilities. City of Palo Alto Page 12 Objective 5: Promote efficient, sustainable, and creative use of limited public resources through integrated design and planning. In addition, the Comprehensive Plan goals, policies, and programs that support the development of the Park Boulevard and Wilkie Way Bicycle Boulevard projects include: Goal T-1: Less Reliance on Single-Occupant Vehicles Goal T-3: Facilities, Services, and Programs the Encourage and Promote Walking and Bicycling Program T-19: Develop, periodically update, and implement a bicycle facilities improvement program and a pedestrian facilities improvement program that identify and prioritize critical pedestrian and bicycle links to parks, schools, retail centers, and civic facilities. Policy T-25: When constructing or modifying roadways, plan for usage of the roadway space by all users, including motor vehicles, transit vehicles, bicyclists, and pedestrians. Resource Impact Palo Alto has been allocated $1.5 million in grant funds from Santa Clara County to complete a recreational trail along the Matadero Creek channel. The City would need to work with the County to determine which of the proposed options (shared-use path, pedestrian-only path, hybrid, or Loma Verde Avenue separated bikeway) would meet the terms of the grant allocation. None of the options could be fully funded from grant resources. Both the shared- use path and pedestrian-only path would require significant additional resources from the City to complete design and construction. The proposed $13.0-million Alma Street/Caltrain overcrossing/undercrossing and the proposed $1.5-million seasonal creek undercrossing of US 101 have been identified for funding by Santa Clara Valley Transportation Authority as part of the proposed county sales tax measure. Staff consulted with the Public Works Department to assess the annual operation and maintenance costs associated with the existing Adobe Creek seasonal bicycle and pedestrian undercrossing. The Public Works Department estimates an annual cost of $24,680 for operations and maintenance of the Adobe Creek undercrossing, not inclusive of utility costs for lighting. Negotiations with the Santa Clara Valley Water District by way of a Joint Use Agreement for a new US 101 creek undercrossing would result in additional operations and maintenance costs to the City. Timeline The preparation of plans, specifications and estimates (PS&E) for the shared-use path along the Matadero Creek channel and through Seale Park between Ross Road and West Bayshore Road/US 101 will likely take up to 24 months. A Joint Use Agreement with the Santa Clara Valley Water District would need to be negotiated before final design could begin. The preparation of plans, specifications and estimates (PS&E) for the seasonal undercrossing City of Palo Alto Page 13 along the Matadero Creek channel at US 101 will likely take up to 12 months. A Joint Use Agreement with the Santa Clara Valley Water District would need to be negotiated before final design could begin and the undercrossing could be opened. The completion of an alternatives analysis, Project Study Report (PSR) and envoronmental analysis for the Alma Street/Caltrain overcrossing/undercrossing will likely take up to 24 months. Environmental Review A Negative Declaration for the Bicycle + Pedestrian Transportation Plan was adopted on September 4, 2012. Each individual capital improvement project is subject to environmental assessment after there is agreement on a conceptual design (i.e. Concept Plan Line) for further study. Physical improvements proposed as part of the Midtown Connector project will be subject to environmental review as part of the design phase, should the City choose to initiate further design. Attachments: Attachment B - Citizens Advisory Committee May 17, 2016 Meeting Summary (PDF) Attachment A - Midtown Connector Feasibility Study + Appendices (PDF) Attachment C - DRAFT Planning + Transportation Commission Minutes (PDF) ID #6622 Public Letters to Council (PDF) Citizen Advisory Committee Feedback Summary: 05/17/16 Meeting Midtown Connector Advisory Committee Attendees: Bruce Anderson, Przemek Gardias (PTC liaison), Sheri Furman, David Greene, Robert Neff (PABAC liaison), Julie Nolan, William Robinson, Dean Samos, Sherwin Wong Project Team Members: Chris Corrao (City of Palo Alto, Senior Transportation Planner), Hugh Louch (Alta Planning + Design), Jeff Knowles (Alta Planning + Design) Hybrid Alignment along Matadero Creek: Residents’ measurements are narrower than consultants along the route. Concern that the width of the path does not meet the City’s standards for a shared use trail (12’). Concerns about lack of continuity and usefulness of route. Concern that bicycles will use pedestrian only segment. Concern regarding impacts from flashing beacons at crossings in residential neighborhoods. Concerns about any additional traffic restrictions on Middlefield/Alma as a result of this project. Request for a parking study as part of this project, particularly by El Carmelo, and between Alma - Romona near multi-family housing. Questions about whether an evening closure of the path would be possible. Concerns about heavy maintenance vehicles driving on proposed decomposed granite paths during wet winter months. Suggestion for “zig-zag” patterns for roadway crossings to eliminate need for flashing beacons. Concerns about additional graffiti from increased access to flood channel walls. o The water district is currently responsible for graffiti removal, yet long turnaround times were noted by residents. Suggestion to engineer a higher flood wall in the existing seasonal undercrossing to create a year-around undercrossing. Note that water district sprays vegetation with herbicides. While no vote was taken, the majority of CAC members were opposed to a hybrid alignment along Matadero Creek. While a variety of reasons were noted, the following were overarching concerns: o Lack of continuity along route (many deviations would not make it a useful path); o Numerous obstacles to project feasibility; o End result is not worth the expense and efforts required to implement; and o Concern about the lack of a destination for a project of this scale. Loma Verde Ave Alternative: Concerns about driveways and proposal creating a chaotic situation. Cyclist CAC member voiced concern about cycletracks being unsafe, based on their own internet research. Concern about loss of parking and whether parking utilization noted in report is accurate. Question posed about whether other bike facility alternatives were considered. Concern that the funding criteria are influencing proposals more than it should. Suggestion to move two-way cycletrack to center of street to eliminate conflict with driveways. Concern about loss of parking near bay shore in proximity to multi-family housing. Concern about flashing beacon in neighborhoods. Questions about why additional under-crossings are necessary. Question about Caltrain undercrossing and its feasibility with proposed high speed rail. Suggestion that California Ave underpass be improved as an alternative to a new underpass. Suggestion to consider one-way streets with separated bike lanes as an alternative. Other/General Comments: Comment about dangerous cycling conditions in some parts of the City that need improvement. o Churchill cited as a dangerous existing bike lane due to narrowness and proximity to parking lane. Question regarding why the City is building so many bike boulevards and why so many routes are necessary. Comment that the City has more traffic lately from new, larger homes being built with minimal off-street parking and how it is making it less desirable for cyclists. City of Palo Alto Midtown Connector Feasibility Study PREPARED FOR:PREPARED BY: JUNE 2016 On the cover: Residents walk along the Matadero Creek maintenance road at the “Greenway for a Day” event held on April 23, 2016 Acknowledgements The Midtown Connector Feasibility Study received thoughtful input and direction from numerous residents and other key stakeholders over the life of the study. In addition, members of the Citizen Advisory Committee generously donated their time and energy to the project. Citizen Advisory Committee Tamara Abrams Bruce Anderson Marc Cervellino Sheri Furman Robert Neff Julie Nolan Dean Samos Transportation Division Joshua Mello, Chief Transportation Official Jarrett Mullen, Associate Transportation Planner Consultant Team Alta Planning + Design Hugh Louch, Principal Jeff Knowles, Associate Planner Mary Stewart, Associate Designer Laurentiu Dusciuc, Associate Engineer David Greene Larry Cuban Kevin Stern Sherwin Wong Rob Robinson Prezemek Gardias Contents Executive Summary .............................1 Chapter 1: Background and Process ...............5 • Study Introduction • Overview of the Technical Review • Overview of the Public Outreach Process Chapter 2: Matadero Creek Feasibility Analysis ....11 • Description of the Feasibility Evaluation Process • Assessment of Mid-Block Street Crossings • Assessment of Caltrain, Highway, Utility Impacts Chapter 3: On-Street Alternative Analysis . . . . . . . . . 23 • Evaluation of Potential Loma Verde Avenue On-Street Bikeway Chapter 4: Community & Other Considerations ....29 • Information on Trail Safety, Security, & Privacy Chapter 5: Conclusions..........................39 • Planning-Level Cost Estimates for Project Options • Considerations for Project Implementation Appendices Appendix A: Matadero Creek Opportunities and Constraints Segment Maps Appendix B: Matadero Creek Feasible Alignments Appendix C: Loma Verde Avenue Conceptual Design Appendix D: Loma Verde Avenue Parking Utilization Study List of Tables Table 1: Feasible Trail Options .....................1 Table 2: Outreach Timeline and Attendance..........8 Table 3: Summary of public input received at the “Greenway for a Day” event on April 23, 2016..9 Table 4: Shared-Use Path Capital Cost Estimates ....39 Table 5: Pedestrian-Only Path Capital Cost Estimates 39 Table 6: Loma Verde Avenue Class IV (Protected) Bikeway Capital Cost Estimates .........40 Table 7: Cost Estimates for US 101 and Caltrain Undercrossings..........................40 Executive Summary Midtown Connector Feasibility Study MIDTOWN CONNECTOR FEASIBILITY STUDY ~ 1 Executive Summary The City of Palo Alto’s Bicycle and Pedestrian Transportation Plan (BPTP) recommends and prioritizes the study of a Class I (shared-use path) along Matadero Creek. The BPTP envisions transforming what is currently a closed utility maintenance road into a publicly accessible recreational amenity that would provide access to parks, neighborhood commercial centers, and larger regional destinations like the Baylands. In November 2012, the Santa Clara Board of Supervisors unanimously approved $10.0 million in grants to fund pedestrian and bike improvements proposed by Stanford and the City of Palo Alto. On November 9, 2015, City Council directed the project team to analyze the feasibility of a ‘hybrid’ design that would incorporate portions of Matadero Creek and other on-street facilities (where needed) to create a connection from the Caltrain tracks to US 101. Council also directed the project team to identify the most practical alternative on a collector street between Alma Street and West Bayshore Road. Table 1: Feasible Trail Options Alignment Option Evaluation Constraints Cost Matadero Creek Shared-Use Path Feasible with constraints • On-street alignment required on El Carmelo (parking removal required) • Right-of-way and parking lot reconfiguration required at First Christian Church and Winter Lodge properties (parking removal required) • On-street alignment required on Louis Road and Maddux Drive to utilize existing path through Seale Park • Seasonal access only between Greer Road and W. Bayshore Road • Railing required at locations where floodwall is less than 42” high $4.8 M Matadero Creek Pedestrian-Only Path Feasible with minimal constraints • Seasonal access only between Greer Road and W. Bayshore Road • Railing required at locations where floodwall is less than 42” high $3.3 M Loma Verde Avenue Class IV (protected) Bikeway Feasible • Reduction in parking between Alma Street and Bryant Street and between Louis Road and West Bayshore Road • Bikeway crosses 67 driveways $1.9 M Figure 1: Matadero Creek was identified as a potential trail connection in Palo Alto’s Bicycle and Pedestrian Transportation Plan. This report presents two feasible hybrid creek/on-street alignments and one alternative on-street alignment. Each feasible option is summarized in Table 1 with respective costs and constraints noted. Maps showing feasible alignments for each option are shown on the following page. 2 ~ MIDTOWN CONNECTOR FEASIBILITY STUDY SEGMENT A SEGMENT B SEGMENT C SEGMENT D SEGMENT E SEGMENT F Greer Park HooverPark Seale Park Ohlone School El Carmelo School FirstChristianChurch WinterLodge LO U I S AL M A CA L T R A I N RO S S WA V E R L E Y CO W P E R MI D D L E F I E L D GR E E R COLOR A D O MADDUX EL CARMELO LOMA VER D E SEGMENT A SEGMENT B SEGMENT C SEGMENT D SEGMENT E SEGMENT F Greer Park HooverPark Seale Park Ohlone School El Carmelo School FirstChristianChurch WinterLodge LO U I S AL M A CA L T R A I N RO S S WA V E R L E Y CO W P E R MI D D L E F I E L D GR E E R COLOR A D O MADDUX EL CARMELO LOMA VER D E Pedestrian-Only Path Shared-Use Path Potential Alignments Feasible Segment F: Seasonal access onlyConstrained Constraints Feasible Segment B: Right-of-way Segment C: Right-of-way Segment E: On-street Segment F: Seasonal access onlyConstrained Constraints MIDTOWN CONNECTOR FEASIBILITY STUDY ~ 3 Please see the appendices for more detailed information on each option’s constraints and opportunities, proposed alignments, and parking impact on Loma Verde Avenue.* Loma Verde Avenue Class IV (Protected) Bikeway SEGMENT A SEGMENT B SEGMENT C SEGMENT D SEGMENT E SEGMENT F Greer Park HooverPark Seale Park Ohlone School El Carmelo School FirstChristianChurch WinterLodge LO U I S AL M A CA L T R A I N RO S S WA V E R L E Y CO W P E R MI D D L E F I E L D GR E E R COLOR A D O MADDUX EL CARMELO LOMA VER D E Potential Alignments Feasible Chapter 1 Background and Process MIDTOWN CONNECTOR FEASIBILITY STUDY ~ 5 Background and Process In 2014, the City initiated a feasibility study for a trail along Matadero Creek. A trail along Matadero Creek presents an opportunity to complete an important segment of the Bay to Ridge Trail in Santa Clara County, connecting two of the Bay Area’s major trails. The connection was recommended in the BPTP (Section 6.4.2). Early analysis of the proposed trail identified potential constraints for constructing a Class I (shared-use path) trail along Matadero Creek. Following direction from City Council in November 2015, this report details the technical feasibility of two potential corridors: 1. A hybrid alignment for a recreational path along Matadero Creek and other on-street facilities where needed. Two options were evaluated: a shared-use path (bicyclists and pedestrians) and a pedestrian-only path. 2. An analysis of an on-street alternative on a parallel street. This option considered a Class IV (protected) bikeway on Loma Verde Avenue. Study Extent - Matadero Creek Options The primary study area is the 1.5-mile Matadero Creek and adjacent on-street facilities (where needed) between Alma Street/Caltrain corridor and W. Bayshore Road/US 101. The corridor was broken up into six segments for analysis: Segment A – Alma Street to Waverley Street Segment B – Waverley Street to Middlefield Road Segment C – Middlefield Road to Ross Road Segment D – Ross Road to Louis Road Segment E – Louis Road to Greer Road Segment F – Greer Road to West Bayshore Road/US 101 The creek-side option was evaluated for use as a shared- use path (i.e., a trail that can safely accommodate both bicyclists and pedestrians) and a pedestrian-only path that restricts bicycle use. Where a creek-side option is infeasible, on-street alignments were identified. SEGMENT A SEGMENT B SEGMENT C SEGMENT D SEGMENT E SEGMENT F Greer Park HooverPark Seale Park Ohlone School El Carmelo School FirstChristianChurch WinterLodge SI U O L AL M A CA L T R A I N SS O R YE L R E V A W CO W P E R DL E I F E L D D I M RE E R G COLOR A D O MADDUX EL CARMELO LOMA VER D E Figure 2: Matadero Creek and adjacent streets were evaluated between Alma Street/Caltrain corridor and W. Bayshore Road/US 101. 6 ~ MIDTOWN CONNECTOR FEASIBILITY STUDY Study Extent – On-Street Alternative The on-street alternative considered two parallel routes, Colorado Avenue and Loma Verde Avenue. Only Loma Verde Avenue had sufficient width to accommodate a Class IV (protected) bikeway. A protected bikeway provides bicycle lanes with a physical separation (e.g., a raised curb) from automobile traffic. This type of facility can better serve the recreational purpose intended for this corridor. A protected bikeway creates greater comfort for users of all ages and abilities compared to existing on-street bicycle lanes (Class II) that are present on Loma Verde Avenue today. Feasibility Analysis Approach This study provides a strict, technical analysis of feasibility focused on the width of the creek, property ownership, and minimum safety criteria. Chapter 2 presents the technical feasibility of the creek options and Chapter 3 presents the feasibility of the on-street Loma Verde Avenue option. In addition to these technical feasibility considerations, Chapter 4 reviews several issues raised by the community or otherwise identified as important considerations. Specifically: Providing a safe user experience. Creekside safety solutions are identified in Section 4.1. Maintaining landowner privacy. Privacy solutions are identified in Section 4.2. Designing safer street crossings. Options for developing mid-block street crossings are identified in Section 4.3. Evaluating connections across major barriers. Options for developing connections across the Alma Street/Caltrain corridor and W. Bayshore Road/US 101 are identified in Section 4.4. Avoiding utility conflicts. A summary of buried utility lines and design issues is discussed in Section 4.5 Chapter 5 lays out capital and maintenance costs and provides an implementations approach for feasible options. Figure 3: On-street alignments were evaluated where space was not available for a trail along the creek. In some instances private property prevented access and in other locations maintenance ramps and floodgates precluded access. MIDTOWN CONNECTOR FEASIBILITY STUDY ~ 7 Public Outreach Public input was gathered through the formation of a Citizen Advisory Committee and through three public events. Citizen Advisory Committee A twelve-member Citizen Advisory Committee (CAC) was formed with one liaison from the City’s Pedestrian and Bicycle Advisory Committee (PABAC) and Planning and Transportation Commission (PTC). Several members of the CAC own property adjacent to Matadero Creek and were able to share their concerns throughout the study process. Four CAC meetings were held as part of the study process.Figure 4: The CAC first met on April 26, 2015, providing input on the suitability of different initial routes to cross Midtown. Public Events Three public events were held as part of the study process and over 275 residents provided input. Figure 5: Following a presentation, participants at the second public meeting provided input to the project team at the public workshop. 8 ~ MIDTOWN CONNECTOR FEASIBILITY STUDY Figure 6: A public meeting was held on April 14, 2015 at Palo Verde Elementary School. Table 2: Outreach Timeline and Attendance Date Activity Location Attendance 6/26/2014 Public Meeting Palo Alto Nursery School 42 2/26/2015 CAC Meeting Alma Community Room 12 4/14/2015 Public Meeting Palo Verde Elementary 32 9/8/2015 CAC Meeting Mitchell Park Library 12 3/10/2016 CAC Meeting Mitchell Park Library 12 4/23/2016 Public Meeting/Open Creek Event Matadero Creek/Hoover Park 200+ 5/17/2015 CAC Meeting Lucie Stern Center 12 MIDTOWN CONNECTOR FEASIBILITY STUDY ~ 9 “Greenway for a Day” For the current phase of the Matadero Creek trail feasibility study, the City of Palo Alto held a tactical urbanism event called “Greenway for a Day along Matadero Creek.” The event was held on Saturday, April 23, 2016 and included display boards with information about trail feasibility, the opportunity to walk one segment of the creek (from Cowper Street to Waverley Street), and an opportunity to provide comments on the trail. Over 200 individuals participated in this event and the City received 112 comment cards. Table 3: Summary of public input received at the “Greenway for a Day” event on April 23, 2016 Fully Supportive: 58 Conditionally Supportive: 26 Unsupportive: 22 Would support if project: Connected to Baylands: 9 Connected across Alma Street: 8 Enhanced midblock crossings: 4 Did not add lighting: 4 Increased privacy: 3 Improved safety conditions: 2 Reasons for withholding support: Project cost: 10 Concern for Safety: 9 Concern for Privacy: 5 Potential for Vagrancy: 3 Effect on wildlife: 2 Aesthetics: 2 Lack of feasible connections: 2 Other: 6 Figure 7: A ‘Greenway for a Day’ event was held in April 2016 that served as a public workshop with information about the feasibility analysis and an opportunity to walk one segment of the creek. Chapter 2 Matadero Creek Feasibility Analysis MIDTOWN CONNECTOR FEASIBILITY STUDY ~ 11 This study evaluated each segment using a strict, technical analysis of feasibility focused on the width of the maintenance road, property ownership, and meeting minimum safety criteria related to protection from falling into the creek. Community concerns and other technical design considerations are addressed in subsequent sections of this chapter. Feasible alignments for a shared-use and pedestrian- only path are presented in the last section of this chapter. Minimum Available Width Shared-Use Path For the purposes of this study, segments along Matadero Creek that provided a minimum of 12 feet of continuous clear width in accordance with design guidance provided in the BPTP were deemed ideal for consideration as a shared-use path. Constrained sections that were less than 12 feet wide but greater than 10 feet wide were deemed feasible in accordance with the Santa Clara Valley Transportation Authority Bicycle Technical Guidelines (2012). For example, the Highway 87 Bikeway in San Jose and the Wilkie Way bridge in Palo Alto are constrinaed by the physical environment, but provide invaluable connections for pedestrians and bicyclists. Pedestrian-Only Path Segments along Matadero Creek that provided a minimum of six feet of continuous clear width in accordance with design guidance provided in the BPTP were deemed feasible for consideration as a pedestrian-only path. Short constrained 2.1: Matadero Creek Feasibility Evaluation sections (shorter than 250 feet) that were less than six feet wide, but greater than five feet wide, were deemed feasible in accordance with the 2003 Santa Clara Valley Transportation Authority (VTA) Pedestrian Technical Guidelines and the Palo Alto sidewalk standard. Property Ownership The Santa Clara Valley Water District (SCVWD) owns and maintains Matadero Creek to provide flood protection for area residents. The creek is channelized between Alma Street and Greer Road with service roads and floodwalls along most segments. The creek and service roads are fenced off and include locked gates at cross streets. For much of the corridor, a 12-foot-wide access road is available on one side of the creek. The District conducts periodic (three to five years) maintenance activities such as excavation and trash clearing that might require temporary trail closures. The City would need to enter into a Joint Use Agreement with the Water District in order to move forward with the Matadero Creek Trail. The agreement spells out the specific maintenance and legal responsibilities for the City and the Water District. The City is currently a party to a Joint Use Agreement with the Water District for the Wilkie Way Bridge. For the purposes of this study, segments along Matadero Creek that are owned by the City or the Water District were deemed feasible for consideration as a shared-use or pedestrian-only path. Segments that were owned by a public entity but had property rights encumbered by easements or other long-term lease agreements were deemed feasible with constraint. Segments that were completely within private control were deemed infeasible. 36’PrivateProperty PrivatePropertyCreek Channel 12’ Bike/PedPath Figure 8: Minimum width conditions for Shared-Use Path. 12 ~ MIDTOWN CONNECTOR FEASIBILITY STUDY SEGMENT A SEGMENT B SEGMENT C SEGMENT D SEGMENT E SEGMENT F Greer Park Hoover Park Seale Park Ohlone School El Carmelo School FirstChristianChurch WinterLodge LO U I S AL M A RO S S WA V E R L E Y MI D D L E F I E L D GR E E R COLOR A D O MADDUX EL CARMELO Feasible Constrained Infeasible Maintenance ramp and houses limit access for bicyclists and pedestrians along creek. El Carmelo Ave is feasible on-street alternative. Easement limits access for shared-use path. Existing pedestrian walkway available through Hoover Park. Shared-use path feasible with Winter Lodge parking loss. Pedestrian path feasible without parking loss. Shared-use path fully feasible. Maintenance ramp limits access for shared-use path along creek. Seale Park and Maddux Drive is feasible alternative. Seasonal access available only when floodgates not installed. MATADERO CREEK TRAIL: FEASIBILITY OVERVIEW SEGMENT A SEGMENT B SEGMENT C SEGMENT D SEGMENT E SEGMENT F Greer Park Hoover Park Seale Park Ohlone School El Carmelo School FirstChristianChurch WinterLodge LO U I S AL M A RO S S WA V E R L E Y MI D D L E F I E L D GR E E R COLORA D O MADDUX EL CARMELO Feasible Constrained Infeasible Maintenance ramp and houses limit access for bicyclists and pedestrians along creek. El Carmelo Ave is feasible on-street alternative. Easement limits access for shared-use path. Existing pedestrian walkway available through Hoover Park. Shared-use path feasible with Winter Lodge parking loss. Pedestrian path feasible without parking loss. Shared-use path fully feasible. Maintenance ramp limits access for shared-use path along creek. Seale Park and Maddux Drive is feasible alternative. Seasonal access available only when floodgates not installed. MATADERO CREEK TRAIL: FEASIBILITY OVERVIEW SEGMENT A SEGMENT B SEGMENT C SEGMENT D SEGMENT E SEGMENT F Greer Park Hoover Park Seale Park Ohlone School El Carmelo School FirstChristianChurch WinterLodge LO U I S AL M A RO S S WA V E R L E Y MI D D L E F I E L D GR E E R COLORA D O MADDUX EL CARMELO Feasible Constrained Infeasible Maintenance ramp and houses limit access for bicyclists and pedestrians along creek. El Carmelo Ave is feasible on-street alternative. Easement limits access for shared-use path. Existing pedestrian walkway available through Hoover Park. Shared-use path feasible with Winter Lodge parking loss. Pedestrian path feasible without parking loss. Shared-use path fully feasible. Maintenance ramp limits access for shared-use path along creek. Seale Park and Maddux Drive is feasible alternative. Seasonal access available only when floodgates not installed. MATADERO CREEK TRAIL: FEASIBILITY OVERVIEW SEGMENT A SEGMENT B SEGMENT C SEGMENT D SEGMENT E SEGMENT F Greer Park Hoover Park Seale Park Ohlone School El Carmelo School FirstChristianChurch WinterLodge LO U I S AL M A RO S S WA V E R L E Y MI D D L E F I E L D GR E E R COLORA D O MADDUX EL CARMELO Feasible Constrained Infeasible Maintenance ramp and houses limit access for bicyclists and pedestrians along creek. El Carmelo Ave is feasible on-street alternative. Easement limits access for shared-use path. Existing pedestrian walkway available through Hoover Park. Shared-use path feasible with Winter Lodge parking loss. Pedestrian path feasible without parking loss. Shared-use path fully feasible. Maintenance ramp limits access for shared-use path along creek. Seale Park and Maddux Drive is feasible alternative. Seasonal access available only when floodgates not installed. MATADERO CREEK TRAIL: FEASIBILITY OVERVIEW Figure 9: Matadero Creek Feasibility Overview Map Safety Criteria In all segments except Segment F (Greer Road to W. Bayshore Road), a floodwall separates the potential path from the channelized concrete creek below. This floodwall averages approximately 30 inches in height, but ranges from as low as six inches to as high as 52 inches. Caltrans and VTA guidelines set a minimum height of 42 inches for a railing to protect path users from drop-offs.1 Providing a 1 Caltrans Highway Design Manual, 6th Edition (2015), Chapter 200, Topic 208, p. 200-40 and VTA Bicycle Technical Guidelines (2012), Chapter 9, p. 9-12 separate fence or installing railing to raise the height of the floodwall to 42 inches would need to be negotiated with the Water District in a Joint Use Agreement. The Water District has indicated willingness to permit a fence be erected alongside the floodwall if installed with posts that would allow the fence to be removed for maintenance operations. Additional safety challenges were identified at each of the mid-block street crossing locations. For more information on proposed design solutions, see Section 4.3. MIDTOWN CONNECTOR FEASIBILITY STUDY ~ 13 Segment Evaluation Segment A – Alma Street to Waverley Street Two private residential properties are located adjacent to Matadero Creek (opposite sides of the creek) at Waverley Street. There is no Water District maintenance road for these two properties. Property maps were consulted and neither property encroaches on Water District-owned land. Additionally, the maintenance road is discontinuous as it approaches Alma Street on the north side of the creek and has limited width on the south side. Segment A was evalu- ated for an on-street alignment on El Carmelo Avenue (see Section 2.7 for more information). Figure 10: In addition to the property issues on both sides of the creek near Waverley Street, a maintenance ramp prevents continuous access near Alma Street. Figure 11: The sidewalk on El Carmelo Avenue could become a shared-use path and serve as an on-street alignment for Segment A between Alma Street and Waverley Street. EXISTING CONDITIONS WITH SHARED-USE PATH 14 ~ MIDTOWN CONNECTOR FEASIBILITY STUDY Segment B – Waverley Street to Middlefield Road This segment would require negotiation with First Christian Church (2890 Middlefield Road), which holds an ease- ment along Matadero Creek with SCVWD. First Christian Church uses the eased property for garbage truck access, ADA-accessible loading, angled parking, and storage/main- tenance space for the Keys School located on its property. The shared-use path option would require this right-of- way; however, a pedestrian-only path option could utilize the existing walkway through Hoover Park that is between Southfield Apartments and First Christian Church (seven feet wide) and along the existing sidewalk adjacent to Middlefield Road.Figure 13: First Christian Church utilizes land adjacent to the creek for garbage access, ADA loading/unloading, and storage for Keys School. Figure 14: A pedestrian-only option could utilize the existing path between Southfield Apartments and First Christian Church property and through Hoover Park. Figure 12: To accommodate a shared-use path, the First Christian Church parking lot would need to be modified; however, the trail could be designed to share access with authorized vehicles to maintain garbage access and ADA loading/unloading areas. EXISTING CONDITIONS WITH SHARED-USE PATH MIDTOWN CONNECTOR FEASIBILITY STUDY ~ 15 Segment C – Middlefield Road to Ross Road This segment would require negotiation with Winter Lodge (3009 Middlefield Road), which holds a long-term lease with the City of Palo Alto. Winter Lodge uses the property along Matadero Creek for angled parking. The shared-use path option would require reconfiguring part of the parking lot (angled parking would become parallel parking for one drive aisle) and removing approximately six to eight parking spaces. The pedestrian-only option would not require any loss of parking. Figure 15: The Winter Lodge parking lot fence currently blocks access to the SCVWD maintenance road beyond the ramp as shown in the existing conditions images above. Photo simulations display potential design solutions for a pedestrian-only and shared-use path. EXISTING CONDITIONS SHARED-USE PATHPEDESTRIAN-ONLY PATH 16 ~ MIDTOWN CONNECTOR FEASIBILITY STUDY www.altaplanning.com Matadero Creek TrailWinter Lodge Parking Lot Access Palo Alto, California Oakland, California 94607100 Webster Street, Suite 300 p:510.540.5008 f:510.788.6465 DESIGNED: REVIEWED: DRAWN: PROJECT NO.DATE SCALE FILE REVISIONS NO DATE ITEM 1” = 30’-0”30’ 60’15’ EX I S T I N G C O N D I T I O N S 12 ’ FENCE FLOOD WALL PA T H C O N T I N U E S MI D D L E F I E L D R D PARALLEL PARKINGPATH FENCE CANAL FLOODWALL 10’12’12’ DRIVE AISLE OPTION A - PROTECTED PATH MATADERO CREEK CHANNEL (SCVWD) 10 ’ PARALLEL PARKING 12 ’ PR O P O S E D C O N D I T I O N S www.altaplanning.com Matadero Creek Trail Winter Lodge Parking Lot Access Palo Alto, California Oakland, California 94607100 Webster Street, Suite 300 p:510.540.5008 f:510.788.6465 DESIGNED: REVIEWED: DRAWN: PROJECT NO.DATE SCALE FILE REVISIONS NO DATE ITEM 1” = 30’-0”30’ 60’15’ EX I S T I N G C O N D I T I O N S 12’18 ’ 16 ’ 22’ 6’ - 5 ” FENCE FLOOD WALL PA T H C O N T I N U E S MI D D L E F I E L D R D ANGLED PARKINGPATH FENCE CANAL FLOODWALL 16’13’6’-5” DRIVE AISLE OPTION B - PEDESTRIAN-ONLY PATH MATADERO CREEK CHANNEL (SCVWD) PR O P O S E D C O N D I T I O N S www.altaplanning.com Matadero Creek Trail Winter Lodge Parking Lot Access Palo Alto, California Oakland, California 94607100 Webster Street, Suite 300 p:510.540.5008 f:510.788.6465 DESIGNED: REVIEWED: DRAWN: PROJECT NO.DATE SCALE FILE REVISIONS NO DATE ITEM 1” = 30’-0”30’ 60’15’ EX I S T I N G C O N D I T I O N S 12 ’ FENCE FLOOD WALL PA T H C O N T I N U E S MI D D L E F I E L D R D PARALLEL PARKINGPATH FENCE CANAL FLOOD WALL 10’12’12’ DRIVE AISLE OPTION A - PROTECTED PATH MATADERO CREEK CHANNEL (SCVWD) 10 ’ PARALLEL PARKING 12 ’ PR O P O S E D C O N D I T I O N S www.altaplanning.com Matadero Creek TrailWinter Lodge Parking Lot Access Palo Alto, California Oakland, California 94607100 Webster Street, Suite 300 p:510.540.5008 f:510.788.6465 DESIGNED: REVIEWED: DRAWN: PROJECT NO.DATE SCALE FILE REVISIONS NO DATE ITEM 1” = 30’-0”30’ 60’15’ EX I S T I N G C O N D I T I O N S 12’18 ’ 16 ’ 22’ 6’ - 5 ” FENCE FLOOD WALL PA T H C O N T I N U E S MI D D L E F I E L D R D ANGLED PARKINGPATH FENCE CANAL FLOODWALL 16’13’6’-5” DRIVE AISLE OPTION B - PEDESTRIAN-ONLY PATH MATADERO CREEK CHANNEL (SCVWD) PR O P O S E D C O N D I T I O N S Cross Section and Plan – Option A Cross Section and Plan – Option B Figure 16: A shared-use path would require a reconfiguration of the parking lot and a loss of six to eight parking spaces. Figure 17: A pedestrian-only path would not require any loss of parking. Segment C – Middlefield Road to Ross Road (continued) MIDTOWN CONNECTOR FEASIBILITY STUDY ~ 17 Segment D – Ross Road to Louis Road This segment is fully feasible. Figure 18: There are no constraints that would prevent the development of a shared-use path between Ross Road and Louis Road. 18 ~ MIDTOWN CONNECTOR FEASIBILITY STUDY Segment E – Louis Road to Greer Road This segment is feasible for a pedestrian-only path; however, a pinch-point on the north side of the creek makes a shared-use path design infeasible for this segment. An on-street alignment through Henry W. Seale Park was evaluated. Figure 19: With access blocked on the south side of the creek, the path narrows to less than six feet for a short distance near a maintenance ramp and floodgate shown in the image above. Segment E is feasible for a pedestrian-only path; however, an on-street alignment was evaluated for a shared-use path. Figure 20: An on-street alignment is feasible along Louis Road to connect to an existing path through Seale Park and then on-street along Maddux Drive. MIDTOWN CONNECTOR FEASIBILITY STUDY ~ 19 Segment F – Greer Road to W. Bayshore Road/US 101 Unlike all other segments, a floodwall does not separate the maintenance road from the creek. This segment of the creek is also not channelized and requires seasonal floodgates at Greer Road that prevent access during the rainy months. Water access could be possible if the City assumed responsibility for floodgate installation and removal, and liability for any flooding. The south side of the creek provides no access to or under W. Bayshore Road and US 101. The north side of the creek provides access up to W. Bayshore Road and could provide access below US 101; however, the eight-foot vertical height limit is a constraint for bicyclists. Potential design approaches include lowering the path or making this a dismount (pedestrian-only) section. For more details on each of these segments, see Appendix A: Matadero Creek Opportunities and Constraints Segment Maps. Figure 21: The segment between Greer Road and W. Bayshore Road is seasonally accessible and a crossing to the Baylands is possible for pedestrians. 20 ~ MIDTOWN CONNECTOR FEASIBILITY STUDY Figure 22: A shared-use path is feasible using creek-side and on-street alignments; however, several constraints would need to be overcome to provide a continuous user experience. SEGMENT A SEGMENT B SEGMENT C SEGMENT D SEGMENT E SEGMENT F Greer Park HooverPark Seale Park Ohlone School El Carmelo School FirstChristianChurch WinterLodge LO U I S AL M A CA L T R A I N RO S S WA V E R L E Y CO W P E R MI D D L E F I E L D GR E E R COLOR A D O MADDUX EL CARMELO LOMA VER D E SEGMENT A SEGMENT B SEGMENT C SEGMENT D SEGMENT E SEGMENT F Greer Park HooverPark Seale Park Ohlone School El Carmelo School FirstChristianChurch WinterLodge LO U I S AL M A CA L T R A I N RO S S WA V E R L E Y CO W P E R MI D D L E F I E L D GR E E R COLOR A D O MADDUX EL CARMELO LOMA VER D E Shared-Use Path Pedestrian-Only Path Figure 23: A pedestrian-only path is feasible using creek-side and on-street alignments and a continuous connection is possible except where seasonal floodgates are installed. 2.2 Feasible Alignments Feasible alignments for a shared-use and a pedestrian-only path were developed based on the opportunities, constraints, and concerns discussed in the sections above. See Appendix B: Matadero Creek Feasible Alignments for more detailed segment by segment conceptual plans, cross-sections, and renderings that visualize the proposed facility. Feasible Constrained Feasible Constrained MIDTOWN CONNECTOR FEASIBILITY STUDY ~ 21 This page intentionally left blank. Chapter 3 On-Street Alternative Analysis MIDTOWN CONNECTOR FEASIBILITY STUDY ~ 23 The project team also evaluated the feasibility of an on-street alternative to provide an east-west connection through Midtown. To be consistent with the intent of this study, the on-street option focused on the development of a Class IV Bikeway (also called a cycle track, separated bikeway, or protected bikeway) which provides greater protection for bicyclists than on-street bicycle lanes. Class IV Bikeways protect users from motor vehicle traffic through the installation of a physical barrier such as flexible posts, grade separation, inflexible physical barriers like curbs or planters, or on-street parking. Requirements for barrier width varies by type. Caltrans requires a minimum bikeway width of eight feet where two-way travel is planned. Two potential routes were evaluated adjacent to the creek – Colorado Avenue to the north and Loma Verde Avenue to the south. (Note: East Meadow Drive was also evaluated for a potential Class IV facility as part of a separate study.) Colorado Avenue is typically 36 feet wide from curb to curb and includes two travel lanes (one in each direction). The street has one Class II Bike Lane installed on the south side. The north travel lane includes sharrow markings to indicate motor vehicles and bicyclists should share the lane. Parallel parking is permitted on the north side of the street. Bicyclists currently traveling along Colorado Avenue from Alma Street to W. Bayshore Road cross 65 driveways and 18 intersections along the route. 3.1 On-Street Feasibility Evaluation Parking lane Sidewalk/ Planter Sidewalk/ PlanterBike lane SNTravel laneTravel lane + Sharrows 7’7'11' 36' 11' P Figure 24: Typical cross section of existing conditions on Colorado Avenue 24 ~ MIDTOWN CONNECTOR FEASIBILITY STUDY Loma Verde Avenue is typically 40 feet wide from curb to curb and includes two travel lanes (one in each direction). Between Bryant Street and Louis Road, the street has one Class II Bike Lane installed on the south side. Parking is permitted in the bike lane between 7:00 PM and 7:00 AM. A combined parking and bike lane is installed on the north side of the street. No bike lanes are installed on Loma Verde Avenue between Alma Street and Bryant Street, and between Louis Road and W. Bayshore Road. Street parking is permitted on both sides of the street in these locations. Bicyclists currently traveling along Loma Verde Avenue from Alma Street to W. Bayshore Road must cross 67 driveways and 17 intersections along the route. LOMA VERDE AVENUE: CROSS SECTIONS (40’ RIGHT-OF-WAY) Existing Conditions Alma Street to Bryant Street and Louis Road to W Bayshore Road 11’12’N STravel Lane 40’ 11’ Travel LaneParking & Bike Lane 6’ Bike Lane P Sidewalk/PlanterSidewalk/Planter Existing Conditions Bryant Street to Louis Road LOMA VERDE AVENUE: CROSS SECTIONS (40’ RIGHT-OF-WAY) Existing Conditions Alma Street to Bryant Street and Louis Road to W Bayshore Road 11’12’N STravel Lane 40’ 11’ Travel LaneParking & Bike Lane 6’ Bike Lane P Sidewalk/PlanterSidewalk/Planter Existing Conditions Bryant Street to Louis Road Figure 25: Typical cross section of existing conditions on Loma Verde Avenue MIDTOWN CONNECTOR FEASIBILITY STUDY ~ 25 There is sufficient width along Loma Verde Avenue for a Class IV facility for the entire distance, and driveway and intersections crossings can be designed to maximize safety. Between Alma Street and Bryant Street, and SEGMENT A SEGMENT B SEGMENT C SEGMENT D SEGMENT E SEGMENT F Greer Park HooverPark Seale Park Ohlone School El Carmelo School FirstChristianChurch WinterLodge LO U I S AL M A CA L T R A I N RO S S WA V E R L E Y CO W P E R MI D D L E F I E L D GR E E R COLOR A D O MADDUX EL CARMELO LOMA VER D E Figure 26: Feasibility Overview - Class IV facility along Loma Verde Avenue between Louis Road and W. Bayshore Road, parking would need to be removed from one side of the street (see Section 3.3 for more information about parking impact). 26 ~ MIDTOWN CONNECTOR FEASIBILITY STUDY The 40-foot width of Loma Verde Avenue provides enough room for a two-way Class IV Bikeway on one side of the street, including a buffer and a parking lane on the other side of the street. This is similar to the current configuration, but with the combined bicycle facility on one side of the street with additional protection provided in the form of a planting strip or other physical barrier. The bikeway could be at the same grade as the current street or raised to sidewalk level (Figure 28). For more details, see Appendix C: Loma Verde Avenue Conceptual Design. The plan set shows modifications to Loma Verde Avenue and crossing streets and notes connections to other proposed bicycle boulevards on Bryant Street and Ross Road. It also identifies striping and other safety measures for street and driveway crossings. 3.3 Parking Study A parking occupancy study was conducted to determine the parking impact a Class IV Bikeway design would have on Loma Verde Avenue. Considering weekday, evening, and weekend parking, all segments would remain below 80 percent utilization except from Greer Road to W. Bayshore Road, where four more parking spaces would be needed than are typically available. These individuals would need to park on side streets or one block away where the study indicates at least 20 surplus parking spaces will remain available even after parking is consolidated. See Appendix D: Loma Verde Avenue Parking Utilization Study for a summary of results, methodology, and detailed results by block segment. LOMA VERDE AVENUE: VISUAL SIMULATION Current Conditions Visual Simulation of Loma Verde Avenue with a Proposed At-Grade Class IV (Protected) Bikeway LOMA VERDE AVENUE: VISUAL SIMULATION Current Conditions Visual Simulation of Loma Verde Avenue with a Proposed At-Grade Class IV (Protected) BikewayFigure 27: Rendering to show what the protected facility might look like including an example of a transition zone for a personal driveway. 3.2 Proposed Conceptual Design EXISTING CONDITIONS WITH CLASS IV BIKEWAY MIDTOWN CONNECTOR FEASIBILITY STUDY ~ 27 Figure 28: Proposed cross-sections illustrating a raised and street-level (at-grade) Class IV Bikeway configuration S SS 40’ Loma Verde (from Alma Street to W Bayshore Road) 7’N19’ Travelway Sidewalk/PlanterSidewalk/PlanterParking 11’3’ 2-way Class IV Bikeway P Raised Median Loma Verde (from Alma Street to W Bayshore Road) 40’ 7’N 19’ Travelway Sidewalk/PlanterSidewalk/Planter Parking 11’3’2-wayClass IV Bikeway P Raised Median Loma Verde (from Alma Street to W Bayshore Road) 7’N Travelway Sidewalk/PlanterSidewalk/Planter Parking 3’2-wayClass IV Bikeway P Raised Median At Grade Class IV (Protected) Bikeway Option Raised Class IV (Protected) Bikeway Option S SS 40’ Loma Verde (from Alma Street to W Bayshore Road) 7’N 19’ Travelway Sidewalk/PlanterSidewalk/Planter Parking 11’3’2-wayClass IV Bikeway P Raised Median Loma Verde (from Alma Street to W Bayshore Road) 40’ 7’N 19’ Travelway Sidewalk/PlanterSidewalk/Planter Parking 11’3’ 2-way Class IV Bikeway P Raised Median Loma Verde (from Alma Street to W Bayshore Road) 7’N Travelway Sidewalk/PlanterSidewalk/Planter Parking 3’ 2-way Class IV Bikeway P Raised Median At Grade Class IV (Protected) Bikeway Option Raised Class IV (Protected) Bikeway Option Chapter 4 Community and Other Considerations MIDTOWN CONNECTOR FEASIBILITY STUDY ~ 29 Some of the most frequent concerns raised by community members about a proposed trail along Matadero Creek relate to safety and security. The concerns include: Potential for crime along the trail to users and to residents (e.g., burglary). Risk of trail users falling into the drainage channel, including the ability of individuals to get out of the creek if they go in. One basic safety measure required by Caltrans is a minimum 42-inch-high barrier. In some sections of the existing creek, the flood walls are lower than this requirement, including the segment from Cowper Street to Middlefield Road, which has a flood wall that is less than five inches tall. The public already experiences the situation of concern along the creek, where the city street grid crosses the creek. In all cases, existing walls and railings along streets are at least 42 inches. Opportunities to mitigate falling hazards include: Safety devices such as netting or other implements that would stop or break a fall. Devices have been used on some bridges. Careful railing design could be considered to keep users away from the edge. Signage provided at each entrance could identify trail use rules and safety concerns. Safety devices and signage would be explored through the design process if the City made the determination to pursue a trail along Matadero Creek. To evaluate concerns related to crime, the study team conducted the following analysis: Reviewed existing literature on crime along trails Reviewed crime data for nine communities with trails adjacent to residential properties in the Bay Area Developed recommendations for crime prevention that follow Crime Prevention through Environmental Design (CPTED) principles 4.1 Safety & Security National Crime Research Alta reviewed readily available literature on the impact of trails on crime. The general conclusions of this research are that trails do not increase crime. Specific findings include: A review of crime data for 372 trails showed that crime rates are often lower on trail networks than the overall crime rate for the region in which they are located.1 These studies include direct evaluation of crime data, interviews with local police officers, and interviews with residents along trail corridors. Local and Regional Crime Research Using CrimeReports.com, the project team evaluated six trails throughout the Bay Area to understand the extent of crime along similar local trails. CrimeReports.com was selected because their data is supplied and regularly updated by local law-enforcement agencies.2 The project team also evaluated existing reported crime along Matadero Creek. 1 Tracy, Tammy, and Hugh Morris. Rail-Trails and Safe Communities: The Experience on 372 Trails. Rails-to-Trails Conservancy, 1998. http://atfiles.org/files/pdf/safecomm.pdf 2 Crimereports.com provides data for the most recent six months available. It does not provide historic data, making a before-after comparison impossible for the existing trails. Figure 29: Railing currently exists on every bridge that crosses Matadero Creek to prevent falling into the creek. 30 ~ MIDTOWN CONNECTOR FEASIBILITY STUDY Of the six trails evaluated, only four had reported criminal activity totaling 22 incidents over a six month period; the Matadero alignment had only one reported incident of “drunk and disorderly behavior” which was located at the intersection of Middlefield Road. Looking at the data for all trails, the most common types of crime reported along trails were disorder (43 percent of crimes were non-violent disturbances, an unwanted subject, or trespassing) and drug and alcohol use or distri- bution (22 percent). There were two reported property crimes (graffiti), and thefts in the six month period, and one incidence each of robbery and breaking and entering. Additional research is needed to better understand how this reported activity compares to other non-trail areas in each community. The Palo Alto Police Department does not keep statistics on the Bol Park Bike Path, a shared-use path adjacent to residential property owners in the Barron Park neighbor- hood. Conducting interviews with property owners and regular Bol Park Path users may be another way to provide anecdotal information. Crime Prevention through Environmental Design (CPTED) Safety is a duty and obligation of all public facility managers in the planning, design, and operation of public space. No park or trail is immune to crime, but using multiple, overlapping methods can greatly reduce opportunities for crime on an urban trail. A combination of Crime Prevention through Environmental Design (CPTED) principles, public education, a strong maintenance program, and programmatic and operational measures can minimize potential conflicts among users, limit criminal activity, and bestow positive impacts on adjacent land use and the community as a whole. CPTED is a proactive crime fighting technique in which the proper design and effective use of the built environment can lead to a reduction in the fear of and incidents of crime and an improvement in quality of life. The principles of CPTED include: Natural surveillance. Increasing visibility by occupants and casual observers increases the detection of trespassers or misconduct at a facility. Natural access control. The idea is to employ both real and symbolic barriers—including doors, fences, and vegetation—to define and limit access to a building or other space. Natural territorial reinforcement. This is the process of establishing a sense of ownership, responsibility, and accountability in property owners, managers, or occupants to increase vigilance in identifying trespassers. 11 5 4 2 1 0 Los Gatos Trail in San Jose, Campbell, and Los Gatos Guadalupe River Trail in San Jose Ohlone Greenway in Berkeley and El Cerrito Joe’s Creek (de Anza Trail) in Saratoga Matadero Creek in Palo Alto Permanente Creek Trail in Mountain View and Alameda Creek Trail in Fremont and Union City Figure 30: Number of criminal incidents reported along trails MIDTOWN CONNECTOR FEASIBILITY STUDY ~ 31 Maintenance. The basic upkeep, repair, and maintenance of property. Neglected property can create mistreatment, while maintained property will elicit proper treatment. This strategy directly impacts the fear of crime in a community due to residents’ perceptions of responsibility and caring in the neighborhood. Examples include the immediate removal of graffiti or vandalism, landscape maintenance, weed abatement, and painting worn buildings. For the Matadero Creek Trail, this principle will go into effect once the corridor is improved and the facility constructed. Lighting is not permitted for the Matadero Creek Trail based on SCVWD requirements. Lighting of street crossings and trail gateways on City of Palo Alto right- of-way could be beneficial for safety. Lighting improves the sense of security at access points to the trail, with emphasis on roadway connections. Lighting the corridor after dark encourages 24-hour use and requires increased patrolling. Instead, the City will establish hours of operation from dawn to dusk. Patrolling during the first six months of operation is recommended. Call boxes, security cameras, lockable gates, and other target hardening strategies may be used to increase the perception of security, but are not necessary if CPTED principles are being used to design the trail. Target hardening is not a CPTED principle, and should only be considered if there is a considerable public concern or known criminal activity. To provide reasonable and ordinary safety measures, the City of Palo Alto could develop and implement a Safety and Security Program for trails, if not already in place. This program should consist of well-defined safety and security policies; the identification of trail management, law enforcement, emergency, and fire protection policies; and a system that offers timely responses to the public for issues or problems related to safety and security. 4.2 Privacy In most instances, residential property owners have wood privacy fences installed along their property. The height of most fences range between five and six feet. Providing additional privacy fencing at a height greater than six feet could be considered in the cost of development and identified by communication with each property owner in the design phase. Figure 31: In addition to privacy fencing, vegetation can be used to provide additional privacy for homeowners adjacent to the proposed trail as shown in this image. 32 ~ MIDTOWN CONNECTOR FEASIBILITY STUDY 4.3 Mid-Block Crossings As part of the feasibility study, the Alta team evaluated potential mid-block crossings of City streets. Matadero Creek sits roughly halfway between Colorado Avenue to the north and Loma Verde Avenue to the south. Those two streets are approximately 0.4 miles apart. There are no controlled intersections (signal or stop sign) where the creek passes below each cross-street. Seven city streets cross Matadero Creek between Alma Street and W. Bayshore Road. The crossing at Bryant Street is for bicyclists and pedestrians only and is at a location where a shared-use path is not feasible along the creek. For the other six crossings (Waverley Street, Cowper Street, Middlefield Road, Ross Road, Louis Road, and Greer Road), Alta identified potential options for creating safer mid-block crossings. Crossing options range from signage and crosswalks to flashing beacons or hybrid beacons that, when triggered, act like a stoplight. Other options such as raised crosswalks, bulb-outs, and median refuge islands may also be appropriate. The following figures provide examples for two types of crossings: A crossing of a higher-volume street that includes a crosswalk, pedestrian hybrid beacon, median island, and bulbouts (see Figure 32) A crossing of a low-volume street that includes crosswalks, flashing beacons, and bulbouts (see Figure 33) Middlefield Road would likely require a higher volume crossing, but most other crossings appear to have low enough automobile volumes to use some version of the low volume crossing. Actual crossings would be developed as part of the design process if the City of Palo Alto chooses to pursue a creek trail. Figure 32: A Pedestrian Hybrid Beacon (sometimes called a HAWK signal) is recommended at Middlefield Road, a higher-volume crossing location. Additional traffic calming measures such as a raised crosswalk or a pedestrian refuge island may also be appropriate treatments to consider. MIDTOWN CONNECTOR FEASIBILITY STUDY ~ 33 Figure 33: To create a safer crossing condition, Palo Alto could consider installation of Rectangular Rapid Flashing Beacons and other traffic calming measures illustrated here. 34 ~ MIDTOWN CONNECTOR FEASIBILITY STUDY 4.4 Caltrain/Highway 101 Crossing Assessment A trail facility (shared-use or pedestrian only) along Matadero Creek would ideally connect to other existing bicycle and pedestrian facilities to the east and west. The combination of US 101 and the Caltrain corridor present significant barriers to making those connections. Options for providing connections across these barriers include: Making connections to existing and proposed crossings such as at Oregon Avenue, N. California Avenue, Adobe Creek, and others. Building a new undercrossing or overcrossing of Alma Street and the Caltrain tracks. Enhancing the current undercrossing along Matadero Creek at US 101. There is approximately 7.5 feet of vertical clearance available under US 101 that could provide space for a pedestrian path after retrofit Alma Street/Caltrain Crossing Caltrain Standards for Design and Maintenance of Structures specifies a minimum of three feet of vertical clearance from the top of any undercrossing to the bottom of track ties. Assuming 13 feet of vertical clearance between the undercrossing walking surface and the bottom of track ties (given an undercrossing height of ten feet), the undercrossing would require approximately 260-foot- long ramps at a grade of five percent. If undercrossing alternatives are pursued, detailed underground utility investigation would be necessary during the preliminary design phase. Figure 34 (right) identifies potential alignments for a proposed undercrossing. Alignment 1 assumes an at-grade crossing of Alma Street at Matadero Creek, followed by an undercrossing of just the Caltrain right-of-way. The ramps for this undercrossing would run parallel to the train tracks and the west side could exit through an existing City-owned power transmission property. This alignment is unlikely because of the constraints for developing a trail along Segment A of Matadero Creek. At Alma Street, maintenance access ramps make a creek trail infeasible. Alignment 2 includes a ramp down from El Carmelo Avenue to a tunnel under the Caltrain tracks, similar to the ramp on N. California Avenue. Similar to Alignment 1, the tunnel would exit at the power plant where an at-grade pedestrian and bicycle connection would be provided. Alternatively, a ramp could be located along Alma Street on the north side between Matadero Creek and El Carmelo Avenue shown as Alignment 2b. Alignment 3 would cross Alma Street at-grade, followed by an undercrossing of the Caltrain right-of-way. It is likely that this alignment would require right-of-way purchase where the tunnel daylights. Alternatively, it may be possible to make a connection to the power transmission property discussed in the first two options. However, an additional 500 feet of path along the Caltrain right-of-way would be required shown as Alignment 3b. Figure 35 (page 36) provides a conceptual view of an undercrossing at El Carmelo Avenue. This style of undercrossing is a prototypical approach and could represent most locations identified in Figure 34. For all three alignments, further investigation would be required to determine the suitability of a path through the power transmission property and in close coordination with Caltrain. MIDTOWN CONNECTOR FEASIBILITY STUDY ~ 35 0 50 150 100 200 feet Legend Conceptual Undercrossing Alignment 1 Conceptual Undercrossing Alignment 2 Conceptual Undercrossing Alignment 3 Conceptual At-Grade Connections Overhead Utilities Creek Power Plant (City-owned property) 15’ min.15’ min. Ramp to channel bottom 60’ Ramp to channel bottom Power Plant(City-ownedproperty) Vance BrownBuilders Park AvenueMotors 40’ Park Blvd Alma St Caltrain CorridorCaltrain Corridor El C a r m e l o A v e La m b e r t A v e El D o r a d o A v e Lo m a V e r d e A v e Conceptual bridge over creek 2b 3 3b 2 Figure 34: Conceptual undercrossing configuration under Caltrain Corridor in the vicinity of Matadero Creek. 36 ~ MIDTOWN CONNECTOR FEASIBILITY STUDY 4.5 Utilities Based on utility map research, surveying, and field investigations, the Matadero Creek trail alignment would cross perpendicular utilities at street crossings. There are existing underground water, gas, and sanitary sewer crossings perpendicular to the creek. Other than adjustments of valves and manholes to grade, no utility relocations are anticipated at street crossings. Overhead electric and communication utility lines cross the creek at Alma Street, Waverley Street, Cowper Street, Ross Road, Louis Road, and Greer Road. Impacts or relocation of overhead utilities are not anticipated for the Matadero Creek corridor. There is an existing 60Kv electric line in a six-inch steel casing running longitudinally along the creek north maintenance access road. The electric line is owned by the City and relocation is not anticipated. Midtown East - West ConnectorEl Carmelo Avenue Undercrossing Entrance View along sidewalk on El Carmelo Ave View along undercrossing El Ca r m e l o A v e n u e El Carmelo Avenue Alma Street Alm a S t r e e t ADA Landings “LOOK” Warning Sign “LOOK” Warning Sign Bulbout Figure 35: Conceptual undercrossing configuration from El Carmelo Avenue. A similar crossing approach could be available for Loma Verde Avenue or along Alma Street. MIDTOWN CONNECTOR FEASIBILITY STUDY ~ 37 This page intentionally left blank. Chapter 5 Costs & Implementation MIDTOWN CONNECTOR FEASIBILITY STUDY ~ 39 Palo Alto received a $1.5 million grant from Santa Clara County to complete a proposed trail along Matadero Creek. The City would need to work with the County to determine which of the proposed options (shared-use path, pedestrian-only path, hybrid, or Loma Verde Avenue protected bikeway) would meet the terms of the grant. None of the options could be fully funded from grant resources. Both the shared-use path and pedestrian-only path require significant additional resources from the City to complete. Cost estimates for each option were developed using the most recent bidding information available. The estimates assume: A trail surface of stabilized decomposed granite, which is roughly the equivalent cost of concrete (asphalt surface would result in some cost savings) A drainage ditch to collect runoff along the trail would be necessary for on-creek alignments Curb extensions, raised crosswalks, additional street lighting, advance warning pavement markings/signage, and pole-mounted Rapid Flashing Rectangular Beacons for all low volume mid-block crossings. (Note: A safe but less costly option would include advance warning markings/signage and beacons without moving curbs or raising the sidewalk. This option would reduce the estimated cost per mid-block crossing from $130,000 to $30,000 per crossing.) Median refuge island, raised crosswalk, additional street lighting, advance warning pavement markings/ signage, and mast arm-mounted Pedestrian Hybrid Beacon for one high volume mid-block crossing (Middlefield Road). (Note: A safe, but less costly option would include advance warning markings/signage and Pedestrian Hybrid Beacon without moving curbs or raising the sidewalk. This option would reduce the estimated cost from $290,000 to $125,000.) 5.1 Costs & Implementation Matadero Creek Trail Cost Estimates Table 4: Shared-Use Path Capital Cost Estimates Matadero Creek - Segment A (El Carmelo)$750,000 Matadero Creek - Segment B (No. Side of Creek)$550,000 Matadero Creek - Segment C (So. Side of Creek)$380,000 Matadero Creek - Segment D (No. Side of Creek)$390,000 Matadero Creek - Segment E (Henry W Seale Park & Maddux Drive) $10,000 Matadero Creek - Segment F (No. Side of Creek)$440,000 Low Volume Street Crossings (5 locations)$650,000 High Volume Street Crossings (1 location)$290,000 Total Construction (above project sections)$3,460,000 Environmental (15%)$520,000 Design (15%)$520,000 Construction Management (10%)$350,000 Total $4,850,000 Table 5: Pedestrian-Only Path Capital Cost Estimates Matadero Creek - Segment A (El Carmelo)$5,000 Matadero Creek - Segment B (Thru Hoover Park)$160,000 Matadero Creek - Segment C (So. Side of Creek)$310,000 Matadero Creek - Segment D (So. Side of Creek)$320,000 Matadero Creek - Segment E (Pedestrian Option Thru North Side of Creek) $330,000 Matadero Creek - Segment F (No. Side of Creek)$360,000 Low Volume Street Crossings (5 locations)$650,000 High Volume Street Crossings (1 location)$290,000 Total Construction (above project sections)$2,425,000 Environmental (15%)$360,000 Design (15%)$360,000 Construction Management (10%)$240,000 Total $3,385,000 40 ~ MIDTOWN CONNECTOR FEASIBILITY STUDY Additional safety railing along the full length of the trail (there may be sections where this is not necessary, thus reducing costs) Additional privacy fencing along the full length of the trail (there may be sections where this is not requested by adjacent property owner) Maintenance & Operations Based on costs provided by other trail managers in the Bay Area and Northern California, a typical annual maintenance cost of $15,000 per mile should be expected for the Matadero Creek Trail. This cost includes vegetation and graffiti removal and spot repairs to the trail surface. Loma Verde Avenue Class IV (Protected) Bikeway Cost Estimates Table 6: Loma Verde Avenue Class IV (Protected) Bikeway Capital Cost Estimates Protected Bikeway on Loma Verde Avenue $1,400,000 Total Construction (above project sections) $1,400,000 Environmental (15%)$210,000 Design (15%)$210,000 Construction Management (10%)$140,000 Total $1,960,000 The estimate assumes: The bikeway would be constructed at the existing street level (not raised). A raised bikeway would be more costly in terms of materials and redesigning the roadway to accommodate stormwater drainage. Maintenance & Operations Typical annual maintenance costs of $10,000 to $13,000 per mile should be expected for the Loma Verde Avenue Class IV Bikeway. This cost includes vegetation and graffiti removal, pothole filling, irrigation for planted buffer strip, sign replacement/repair, and pavement marking repairs as needed. Caltrain & US 101 Undercrossing Cost Estimates Conceptual alignments for crossing Alma Street and the Caltrain Corridor are described in Chapter 2 and the cost estimate could change based on the final alignment. Cost estimates for enhancing the undercrossing at Highway 101 have been updated from the City of Palo Alto Highway 101 Over/Under Crossing Feasibility Study (2011). Table 7: Cost Estimates for US 101 and Caltrain Undercrossings Alma Street/Caltrain Tunnel Undercrossing* $13,000,000 101 Undercrossing $1,500,000 Total Construction (above project sections) $14,500,000 Environmental (15%)$2,200,000 Design (15%)$2,200,000 Construction Management (10%)$1,500,000 Total $20,400,000 *Depending on final alignment, an undercrossing may require the purchase of right-of-way (not included in this estimate) MIDTOWN CONNECTOR FEASIBILITY STUDY ~ 41 Implementation & Phasing A CEQA Negative Declaration for the BPTP was adopted on September 4, 2012. Each individual capital improvement project is subject to environmental assessment after there is agreement on a conceptual design (i.e., Concept Plan Line) for further study. Physical improvements proposed as part of either Matadero Creek trail options or the Loma Verde Avenue Class IV Bikeway will be subject to environmental review as part of the design phase should the City choose to initiate further design. Matadero Creek Shared-Use Path The Matadero Creek Shared-Use Path option would require the City to negotiate and sign a Joint Use Agreement with the Santa Clara Valley Water District. Right-of-way would need to be negotiated with two properties where parking removal would be necessary. Once right-of-way is secured, the project would take approximately 24 months to design and construct. Matadero Creek Pedestrian-Only Path Matadero Creek Pedestrian-Only Path requires the negotiation of a Joint Use Agreement with the Santa Clara Valley Water District and would take approximately 24 months to design and construct. Matadero Creek Hybrid Path The final alignment could also be designed to accommodate a shared-use path on some segments and pedestrian-only path on other segments. While a discontinuous experience for bicyclists, this hybrid option could provide additional off-street connectivity between destinations and could prove useful for short distance trips. PHASING Segment D – Ross Road to Louis Road has no constraints for a shared-use path or pedestrian-only path and could serve as a demonstration section to begin the project. Similarly, the first portion of Segment B from Waverley Street to Cowper Street could serve as the first phase of implementation. If the City moved forward with the pedestrian-only path alignment, then all segments and mid-block crossings can proceed. The project cost will increase if more phases are added. The shared-use path alignment will require the reconfiguration of El Carmelo Avenue (Segment A), the First Christian Church and Winter Lodge parking lots (Segments B and C), and a short section of Louis Road near Seale Park (Segment E) to create a continuous user experience. Short usable sections are less appealing for bicyclists, however, the project could be split into two phases given the right- of-way constraints and high cost of implementation. Phase 1 could start at Middlefield Road and run to W. Bayshore Road and Phase 2 could start at Middlefield Road and run to Alma Street. Loma Verde Avenue Class IV Bikeway The Loma Verde Avenue Class IV (protected) Bikeway is located completely within public right-of-way and would take approximately 18 months to design and construct. The project would be implemented as one phase. Chapter 6 Conclusions MIDTOWN CONNECTOR FEASIBILITY STUDY ~ 43 Three east-west alignments in Midtown Palo Alto have been closely evaluated using a strict feasibility analysis with varying degrees of feasibility identified for each. A shared-use path will accommodate the greatest diversity of users and provide a recreational path that is largely protected from motor vehicle travel. This is also the most costly option and will require a successful negotiation with two private landowners in order to gain necessary right- of-way. Safety and privacy concerns have also been noted by the public. Table 8: Feasible Trail Options Alignment Option Evaluation Constraints Cost Matadero Creek Shared-Use Path Feasible with constraints • On-street alignment required on El Carmelo Avenue (parking removal required) • Right-of-way and parking lot reconfiguration required at First Christian Church and Winter Lodge properties (parking removal required) • On-street alignment required on Louis Road and Maddux Drive to utilize existing path through Seale Park • Seasonal access only between Greer Road and W. Bayshore Road • Railing required at locations where floodwall is less than 42” high $4.8 M Matadero Creek Pedestrian-Only Path Feasible with minimal constraints • Seasonal access only between Greer Road and W. Bayshore Road • Railing required at locations where floodwall is less than 42” high $3.3 M Loma Verde Avenue Class IV (protected) Bikeway Feasible • Reduction in parking between Alma Street and Bryant Street and between Louis Road and West Bayshore Road • Bikeway crosses 63 driveways $1.9 M A pedestrian-only path designed for walkers and joggers would be easier to implement at a slightly lower cost than a shared-use path. Safety and privacy concerns have also been noted by the public. A Class IV (protected) bikeway on Loma Verde Avenue would enhance the east-west bicycling connection through Midtown Palo Alto at a lower cost than either creek-side option and require no additional right-of-way. This concept makes minimal improvements to existing pedestrian infra- structure. The primary challenge for this option is the large number of driveways that must be crossed by the two-way cycle track. City of Palo Alto Midtown Connector Feasibility Study APPENDIX A Matadero Creek Opportunities & Constraints Segment Maps PREPARED FOR:PREPARED BY: JUNE 2016 AL M A S T MATADERO CREEK EM E R S O N S T RA M O N A S T BR Y A N T S T SO U T H C T WA V E R L E Y S T EM E R S O N S T RA M O N A S T BR Y A N T S T SO U T H C T MATADERO CREEK CA L T R A I N C O R R I D O R MATADERO CREEK WA V E R L E Y S T EL CARMELO AVE EL CARMELO AVE Matadero Creek - Segment A: Alma St - Waverley St Opportunities and Constraints (with photos)(E) Section (P) SectionVicinity Map 40’N SMaintenanceAccess Creek Channel 12’ PrivateProperty 3’ Maintenance Access Ramp with Fence and Gate 40’NS Private Property Creek Channel 2’ Private Property CONSTRAINT I & II 5’-6” A BCD E F Ramp and pinch point. Existing flood wall located on property line I. CREEK II. Existing maintenance path, 5’-6” wide III. Maintenance road width 11’ I. CA L T R A I N C O R R I D O R I MATADERO CREEK - SEGMENT A: ALMA STREET TO WAVERLEY STREET TRAIL FEASIBILITY Feasible Pedestrian Only / Feasible with Constraints Not Feasible Floodwall adjacent to private property IV. V. Floodwall located on property line A B A B CONSTRAINT IV & V I.II.III.IV. V.I. El Carmelo Avenue WA V E R L E Y S T KI P L I N G S T CO W P E R S T TOWLE WAY MI D D L E F I E L D R D MATADERO CREEK HOOVER PARK TOWLE WAY MATADERO CREEK WA V E R L E Y S T Segment B: Waverly St to Middlfield Rd Opportunities and Constraints (with photos)(E) Section (P) SectionVicinity Map MATADERO CREEKMATADEROCREEKA I 40’N S Private PropertyCreek Channel11’ PrivateProperty Maintenance Rd MaintenancePath Parking Lot 11’ wide maintenance road Impassable due to private property I. I. II. II. III. Existing 7’ pedestrian path connects Middlefield Road to Hoover Park Floodwall height 6 inches Path narrows to less than 4’ A A B CONSTRAINT III & IV TYPICAL CONDITION 40’NS Private Property Creek Channel4’ PrivateProperty B TRAIL FEASIBILITY Feasible Pedestrian Only / Feasible with Constraints Not Feasible A B C D E F MATADERO CREEK - SEGMENT B: WAVERLEY STREET TO MIDDLEFIELD ROAD Church easement with water district used for parking lot IV. I.II.I. III.IV. II. TOWLE WAY MI D D L E F I E L D R D LP HTROWSLLE CLARA DR RO S S R D WINTERGREEN MATADERO C R E E K TENNIS CLUB CLARA DR CL PRICE CT Segment C: Middlfield Rd - Ross Rd Opportunities and Constraints (with photos)(E) Section (P) SectionVicinity Map I. Winter Lodge parking lot fence abuts Water District access ramp and floodgate Maintenance path width narrows to 4’ II. I. III. Maintenance path width 5’Maintenance path width 12’-8” WINTERGREEN CLARA DR TOWLE WAYTT I 40’N S Winter LodgeParking Lot Creek Channel4’ Private Property A A B TYPICAL CONDITION CONSTRAINT I & II 40’NS Private Property Creek Channel12’ PrivateProperty B TRAIL FEASIBILITY Feasible Pedestrian Only / Feasible with Constraints Not Feasible 4’A B C D E F Rampand Floodgate 10’ Maintenance Rd MaintenancePath MATADERO CREEK - SEGMENT C: MIDDLEFIELD ROAD TO ROSS ROAD I.I.II.III. CLARA DR DR S S O R WINTERGREEN WAY CLARA DR DR S I U O L MATADERO C R E E K LP ARDN CLARA DR DAVID AVE CLARA DR DR S I U O L Segment D: Ross Rd - Louis Rd Opportunities and Constraints (with photos)(E) Section Vicinity Map II. II. Maintenance road width 12’-8” of property boundary A TYPICAL CONDITION 40’SNMaintenanceRoad Creek Channel PrivatePropertyMaintenancePath 12’ A I. I. Floodwall located on property lineMaintenance road width 12’ MATADERO CREEK - SEGMENT D: ROSS ROAD TO LOUIS ROAD A B C D E F 1’ I.I.II.II. LP ARDN CLARA DR CLARA DR I TRAIL FEASIBILITY Feasible Pedestrian Only / Feasible with Constraints Not Feasible LO U I S R D HENRY W SE A L E P A R K GR E E R R MADDUX D R CREEK MATADERO C R E E K GR E E R R D NS P L MATADERO C R E E K MADDUX D R TC SREIP DAVID AVE CLARA DR Segment E: Louis Rd to Greer Rd Opportunities and Constraints (with photos)(E) Section (P) SectionVicinity Map Existing floodwall located within a foot of property boundary III. B 40’SNPrivateProperty Creek Channel 2’ PrivateProperty 5’-4” Ramp &Floodgate A B TYPICAL CONDITION CONSTRAINT I & II 40’S N MaintenancePath Creek Channel 12’ PrivateProperty MaintenanceRoad 2’ A I. II. Path narrows to 5’4” at access ramp and floodgate Existing floodwall located on property boundary A B C D E F MATADERO CREEK - SEGMENT E: LOUIS ROAD TO GREER ROAD Maintenance road width 12’ I. MaintenancePath 10’ PrivateProperty NS PL CREEKCC DAVID AVE TRAIL FEASIBILITY Feasible Pedestrian Only / Feasible with Constraints Not Feasible I I.I.II.III. GR E E R R D MADDUX D R US 1 0 1 MATADERO C R E E K GRE E R R D W B A Y S H O R E R D MATADERO C R E E K MADDUX D R W B A Y S H O R E R D Segment F: Greer Rd - W Bayshore Rd Opportunities and Constraints (with photos)(E) Section (P) SectionVicinity Map B B A CONSTRAINT I & II CONSTRAINT III & IV A B C D E F MATADERO CREEK - SEGMENT F: GREER ROAD TO W BAYSHORE ROAD US 1 0 1 MATADERO C R E EK MADDUX D R M IIV. III. Path narrows to 5’ at Water District ramp and low clearance below W Bayshore Rd Impassable below W Bayshore Road 40’N SMaintenanceRoad & Floodgate Creek Channel12’ Private Property MaintenanceRoad &Floodgate 12’ A TRAIL FEASIBILITY Feasible Pedestrian Only / Feasible with Constraints Not Feasible Water District ramp and seasonal floodgate Water District access ramp and seasonal floodgate I. II. 40’S NMaintenancePath Creek Channel12’ Private Property MaintenanceRoad 5’10’ AccessRamp I.II.III.IV. City of Palo Alto Midtown Connector Feasibility Study APPENDIX B Matadero Creek Feasible Alignments PREPARED FOR:PREPARED BY: JUNE 2016 AL M A S T KEERC OREDATAM EM E R S O N S T RA M O N A S T BR Y A N T S T SO U T H C T WA V E R L E Y S T EM E R S O N S T RA M O N A S T BR Y A N T S T SO U T H C T KEERC OREDATAM CA L T R A I N C O R R I D O R OREDATAM CREEK WA V E R L E Y S T EVA OLEMRAC LE EVA OLEMRAC LE Opportunities and Constraints (with photos)(E) Section (P) SectionVicinity Map MATADERO CREEK TRAIL- SEGMENT A: ALMA STREET TO WAVERLEY STREET Private Property Private Property 7’ Travel LanesClass I Shared Use Path Planted Buffer Parking 7’15’ 3’ 18’ Sidewalk P I. CA L T R A I N C O R R I D O R I POTENTIAL ALIGNMENTS Feasible Feasible with Constraints See Typical Intersection for Low Volume Street A B Visual simulation of sidewalk on the north side of El Carmelo expanded to become a shared-use path with raised crosswalks and planted buffer A BCD E F Private Property Private Property 7’ Travel LanesClass I Shared Use Path Planted Buffer Parking 7’15’ 3’ 18’ Sidewalk P 5’6’5’ Travel Lane Refuge Median Travel LanePlanting 10’10’ Planting 10’ Cycletrack 10’10’ SidewalkSidewalk Proposed ConditionA Proposed ConditionB Proposed ConditionProposed Condition Existing ConditionExisting Condition I. WA V E R L E Y S T KI P L I N G S T CO W P E R S T TOWLE WAY MI D D L E F I E L D R D KEERC OREDATAM KRAP REVOOH TOWLE WAY KEERC OREDATAM WA V E R L E Y S T Segment B: Waverly St to Middlfield Rd Opportunities and Constraints (with photos)(E) Section Vicinity Map MATADERO CREEK TRAIL - SEGMENT B: WAVERLEY STREET TO MIDDLEFIELD ROAD I I. POTENTIAL ALIGNMENTS Feasible Feasible with Constraints See Typical Intersection for Low Volume Street See Typical Intersection for High Volume Street Visual simulation showing potential shared use path connection from Middlefield Road along First Christian Church and Hoover Park 30’PrivateProperty PrivatePropertyCreek Channel 11’ Bike/PedPath Proposed Condition Ped-only path Park Lawn Park Lawn 8’ - 10’ Existing Condition B A A BCD E F A BI. Proposed ConditionProposed Condition Existing ConditionExisting Condition TOWLE WAY MI D D L E F I E L D R D LP HTROWSLLE CLARA DR RO S S R D WINTERGREEN W MATADERO C R E E K TENNIS CLUB CLARA DR CL PRICE CT Segment C: Middlefield Rd to Ross Rd Opportunities and Constraints (with photos)(E) S e c t i o n (P) S e c t i o nVicinity Map MATADERO CREEK TRAIL- SEGMENT C: MIDDLEFIELD ROAD TO ROSS ROAD Visual Simulation of Option A: 12' wide shared-use path through parking lot, parking converted to parallel spaces Visual Simulation of Option B: 6.5' wide pedestrian only path through parking lot, no parking modifications WINTERGREEN CLARA DR TOWLE WAYTT I I. 34’PrivateProperty Creek Channel 4’ Maintenance Path 12’ 12’12’ 10’ Maintenance Ramp Bike/PedPath Parking Drive Aisle ParallelParking 34’PrivateProperty Creek Channel 4’ Maintenance Path 12’ 6.5’13’ 16’ Maintenance Ramp Ped-onlyPath Parking Drive Aisle AngledParking Proposed Shared-Use Path Proposed Pedestrian-Only Path I. POTENTIAL ALIGNMENTS Feasible Feasible with Constraints See Typical Intersection for Low Volume Street See Typical Intersection for High Volume Street A BCD E F BA A B I. Proposed ConditionProposed Condition Existing Existing ConditionCondition CLARA DR DR S S O R WINTERGREEN WAY CLARA DR DR S I U O L MATADERO C R E E K LP ARDN CLARA DR DAVID AVE CLARA DR DR S I U O L Opportunities and Constraints (with photos) II. II. I. MATADERO CREEK TRAIL- SEGMENT D: ROSS ROAD TO LOUIS ROAD 36’PrivateProperty PrivatePropertyCreek Channel 12’ Bike/PedPath Proposed Condition A A LP ARDN CLARA DR CLARA DR I POTENTIAL ALIGNMENTS Feasible Feasible with Constraints See Typical Intersection for Low Volume Street I. I. A BCD E F I. Proposed ConditionProposed ConditionExisting ConditionExisting Condition Visual simulation showing potential shared use path along Matadero Creek. The trail could include additional privacy fencing, railing options along the floodwall, and different trail surface options such as asphalt, concrete or crushed granite. LO U I S R D HENRY W SE A L E P A R K GR E E R R MADDUX D R CREEK MATADERO C R E E K GR E E R R D NS P L MATADERO C R E E K MADDUX D R TC SREIP DAVID AVE CLARA DR Segment E: Louis Rd to Greer Rd B A III. View to Seale Park Crosswalk from the trail in Seale Park across Maddux Drive A B C D E F View through Seale Park I. III. Entrance from Louis Road to the trail in Seale Park MATADERO CREEK TRAIL - SEGMENT E: LOUIS ROAD TO GREER ROAD 6’6’ Travel Lanes w/ Class III Bike Route Parking Parking 8’8’ 23’ Sidewalk Private Property Private Property Sidewalk P P I. II. IV. II. III.IV. NS PL CREEKCC DAVID AVE I POTENTIAL ALIGNMENTS Feasible Feasible with Constraints See Typical Intersection for Low Volume Street I. 44’PrivateProperty PrivatePropertyCreek Channel 5-15’7’ Maintenance Path Pedestrian-Only Path(constraint near Louis Road)B Proposed Condition Proposed ConditionA GR E E R R D MADDUX D R US 1 0 1 MATADERO C R E E K GRE E R R D W B A Y S H O R E R D MATADERO C R E E K MADDUX D R W B A Y S H O R E R D Segment F: Greer Rd - W Bayshore Rd noitceS )E()sotohp htiw( stniartsnoC dna seitinutroppO Vicinity Map MATADERO CREEK TRAIL - SEGMENT F: GREER ROAD TO W BAYSHORE ROAD II. A B C D E F year I. View of the existing maintenance path under the 101/Bayshore Freeway and Bayshore frontage roads 7’ 6” clearance available 62’PrivateProperty PrivateProperty12’16’ Maintenance Road(does not continue under 101)Bike/PedPath I. TRAIL FEASIBILITY II. Feasible with Constraints See Typical Intersection for Low Volume Street A A Proposed Condition City of Palo Alto Midtown Connector Feasibility Study APPENDIX C Loma Verde Avenue Conceptual Design PREPARED FOR:PREPARED BY: JUNE 2016 LOMA VERDE AVENUE: VISUAL SIMULATION Current Conditions Visual Simulation of Loma Verde Avenue with a Proposed At-Grade Class IV (Protected) Bikeway LOMA VERDE AVENUE: CROSS SECTIONS (40’ RIGHT-OF-WAY) Existing Condition 11’12’N STravel Lane 40’ Loma Verde (from Alma Street to Bryant Street and from Louis Road to W Bayshore Road) 11’ Travel LaneParking & Bike Lane 6’ Bike Lane P Sidewalk/ Planter Sidewalk/ Planter LOMA VERDE AVEN U E LOMA VERDE AVENUE BR Y A N T S T R E E T SO U T H C O U R T WA V E R L Y ST R E E T KI P L I N G S T R E E T CO W P E R S T R E E T LOMA VERDE AVENUE A L M A S T R E E T E M E R S O N S T R E E T RA M O N A S T R E E T B R Y A N T S T R E E T DESIGN TO BE COORDINATED WITH PROPOSED BRYANT STREET BICYCLE BOULEVARD 0 100'50' 0 100'50' LOMA VERDE AVE: ALMA ST TO BRYANT ST LOMA VERDE AVE: BRYANT ST TO COWPER ST LOMA VERDE AVENUE LOMA VERDE AVENUE M I D D L E F I E L D R O A D TO R R E Y A C O L O M A V E R D E P L A C E R O S S R O A D DESIGN TO BE COORDINATED WITH PROPOSED ROSS ROAD BICYCLE BOULEVARD LOMA VERDE AVENUE LO C O W P E R S T R E E T A V A L O N C O U R T F L O W E R S L A N E M I D D L E F I E L D R O A D LOMA VERDE AVE: COPWER ST TO MIDDLEFIELD RD 0 100'50' 0 100'50' LOMA VERDE AVE: MIDDLEFIELD RD TO ROSS RD LOMA VERDE AVENUE L O U I S R O A D VE R N O N TE R R A C E V E R N O N T E R R A C E G R E E R R O A D LOMA VERDE AVENUE R O S S R O A D MA N C H E S T E R CO U R T D A V I D A V E N U E M U R R A Y W A Y L O U I S R O A D L O M A V E R D E C O U R T 0 100'50' 0 100'50' LOMA VERDE AVE: ROSS RD TO LOUIS RD LOMA VERDE AVE: LOUIS RD TO GREER RD G R E E R R O A D MA D D U X D R FA L L E N L E A F S T W B A Y S H O R E R D SIGN TO BE COORDINATED WITH PROPOSED ROSS ROAD BICYCLE BOULEVARD 0 100'50' LOMA VERDE AVE: GREER RD TO W BAYSHORE RD City of Palo Alto Midtown Connector Feasibility Study APPENDIX D Loma Verde Avenue Parking Utilization Study PREPARED FOR:PREPARED BY: JUNE 2016 Loma Verde Parking Occupancy Study The City of Palo Alto is examining the potential for an on-street facility that could serve the same recreational purpose as the trail proposed along Matadero Creek. Loma Verde Avenue was identified as the feasible option for an on-street facility, given available width. To serve a recreational function similar to the proposed trail, the City considered a Class IV (Protected) bikeway that separates bicycles from automobile traffic. This technical report describes an evaluation of the potential impact of parking removal on local residents for a Class IV facility. Existing conditions. Loma Verde Avenue is a 1.5 mile long street connecting Alma Street and W. Bayshore Road, with 0.9 miles of bicycle lanes installed between Bryant Street and Louis Road and no bicycle facilities from Alma Street to Bryant or from Louis Road to W. Bayshore Road. From Bryant Street to Louis Road, the bicycle lanes on the North side of the street are shared with parking (one wide striped lane accommodates parking and bicycles). On the South side of the street, the bicycle lanes are time of day restricted. No parking is permitted between the hours of 7:00 AM and 7:00 PM, but parking is allowed overnight. Parking Occupancy Parking occupancy was examined separately for three were considered for three segments of the corridor (Alma Street to Bryant Street, Bryant Street to Louis Road, and Louis Road to W. Bayshore Road), based on the variation in existing conditions. Alma Street to Bryant Street On Loma Verde Avenue from Alma Street to Bryant Street, there are 1,294 feet of parking space, or 59 parking spaces. On average, 14 of these spaces (24 percent) are typically used. The block from Alma Street to Emerson Street has the highest rate utilization rate at 38 percent of spaces typically in use. The new design for this segment will require the removal of 34 spaces or 58 percent of available spaces. The expected utilization will increase from 24 percent to 56 percent. Bryant Street to Louis Road The proposed Class IV (Protected) bikeway will consolidate the existing bike lanes on the south side of the street as a two-way cycletrack. There is no impact on the North side of the street – all parking would remain. On the South side of the street, no parking would be permitted, eliminating overnight parking. One overnight count was taken along this section and no cars were observed. Converting the existing overnight parking restriction to an all-hours parking restriction on the south side of Loma Verde between Bryant Street and Louis Road is expected to have no parking impact. Louis Road to W. Bayshore Road From Louis Road to W. Bayshore Road, there are 2,549 feet of parking space, or 116 parking spaces. On average, 33 percent of the parking spaces are typically in use. The most heavily utilized blocks are between Greer Road to W. Bayshore Road, especially east of where Maddux Drive connects to Loma Verde. On average, this block is 49 percent utilized. The proposed design for this segment would remove 61 parking spaces, or 53 percent of available spaces. Expected utilization would increase from 30 to 72 percent. The segment from Greer to Two-hundred feet of Maddux Drive was also evaluated to gauge available overflow parking. On average, an additional 12 parking spaces are typically available (7 of 19 spaces are typically in use along the first 200 feet of Maddux Drive) to accommodate some overflow parking. Table 1 summarizes the parking impacts for the two impacted segments. Table 1. Loma Verde Avenue Parking Summary Segment Available Parking Spaces (#) Average Vehicles Observed (#) Current Utilization (%) Proposed Parking Spaces (#) Parking Spaces Removed (#) Expected Utilization (%) Reduction in Spaces (%) West (Alma to Bryant) 59 15 24% 25 34 56% 58% East (Bayshore to Louis) 116 38 33% 54 61 70% 53% Total 175 52 30% 79 95 66% 54% Methodology The selected on-street parking study method, outlined in the City of Atlanta’s complete streets design manual, required robust data collection over four distinct observation periods and the estimation of average on-street parking utilization of all impacted travelways.1 The City of Palo Alto’s Parking Facility Design Standards in the Municipal Code requires a minimum length of twenty (20) feet for parallel parking spaces. For the purposes of this study it is assumed the average unmarked parallel parking space is twenty-two (22) feet long, which should prevent underestimating available parking spaces. The prevalence of compact cars observed in the study area further supports a conservative estimation of 22 feet for the typical parking space. Observations were taken twice during weekdays between the hours of 10:00 AM and 3:00 PM to capture daytime parking needs. Observations were taken on each roadway segment in the evening between the hours of 7:00 PM and 6:00 AM to capture overnight parking needs as well once on weekends. Taken in composite, these four observations reflect typical parking needs (daytime non-commuters, commuters, and weekend use) for each roadway segment. The estimate of existing parking utilization was calculated by dividing the total number of available parking spaces by the average number of observed parked cars. The existing parking utilization was then compared to the proposed parking utilization. The proposed utilization reflects how current parking needs may change if available spaces are reallocated in order to install traffic calming measures as part of the potential improvements. Table 2 presents detailed data by roadway segment for the east and west segments. 1 http://www.atlantaga.gov/modules/showdocument.aspx?documentid=18418. Day #1 Day #2 Weekend Evening West Segment 1,294 59 8 12 19 12 14 24%25 34 56%11 Alma to Emerson 402 18 6 5 7 7 7 38%9 9 78%2 Emerson to Ramona 480 22 2 6 7 5 5 23%10 12 50%5 Ramona to Bryant 412 19 0 1 5 0 2 11%6 13 33%4 East Segment 2,549 116 25 29 42 50 38 33%54 61 70%16 Louis to Stockton 641 29 1 1 3 2 2 7%16 13 13%14 Stockton to Greer 649 30 4 8 8 10 8 27%14 15 57%6 Greer to W Bayshore 1,259 57 20 20 31 38 28 49%24 33 117%(4) TOTAL 3,843 175 33 41 61 62 52 30%79 95 66%27 Survey Times Daytime #1 was surveyed on March 24, 2016 at 10:00 am (between 8am and 5pm) Daytime #2 was surveyed on March 29, 2016 at 10:00 am (between 8am and 5pm) Weekend as surveyed on March 26, 2016 at 11:00 am (between 8am and 5pm) Evening was surveyed on March 29, 2016 at 8 pm (between 7pm and 6am) Notes 1) Survey on-street parking by block segment and side of street. See Move Atlanta Design Manual for counting instructions. 2) Parking Availability must exclude driveways, fire hydrants, the visibility triangle at intersections, and other no parking areas. 3) For survey times, see Chapter 2 of the Move Atlanta Manual. Survey times are based on land use &functional classification. 4) Loma Verde Ave is no parking on the east side of the street from 7 am - 7 pm. Proposed Parking Surplus (Deficit) Table 2: Detailed Parking Occupancy Data Cars Observed Block Segment Feet of Parking Space Existing Parking Spaces Average Cars Observed Current Percent Used Proposed Parking Spaces Spaces Lost Percent Used (After Removal) City of Palo Alto Page 1 Planning and Transportation Commission 1 Draft Verbatim Minutes 2 May 25, 2016 3 4 EXCERPT 5 6 Review and Recommendation to the City Council for bicycle or pedestrian paths along 7 Matadero Creek as detailed in the Midtown Connector Feasibility Study 8 9 Acting Chair Gardias: We would like to, we would like to come back to the session. So let's get 10 started. Let's get started. It’s 9:34. The Planning and Transportation Commission (PTC) is back 11 in session. The next item is its review and recommendations to the City Council for bicycle or 12 pedestrian paths along Matadero Creek as detailed in the Midtown Connector Feasibility Study. 13 14 Joshuah Mello, Chief Transportation Official: Yes good evening. I’m Josh Mello the City's Chief 15 Transportation Official. I came in this evening on my vacation just to help you with the Maybell 16 decision and also present our draft Feasibility Study for the Midtown Connector Project also 17 known as (AKA) the Matadero Creek Trail. With me this evening is Jeff Knowles who is with our 18 consulting firm Alta Planning and Design has been working on this project for roughly a year 19 and a half/two years now. You may be familiar with this project. If not you'll be very familiar 20 with it by the end of our presentation. This is the draft Feasibility Study that was directed by 21 City Council and we're also going to Council with this in June 20th after we present to you and 22 get a review and recommendation. So Jeff's going to go ahead and jump into it and outline 23 where we are today. And then we have five possible recommendations that we’ve suggested 24 that you may want to consider in the staff report. 25 26 Jeff Knowles, Alta Planning and Design: Great. Thanks, Josh. Yeah, I’m Jeff Knowles, Alta 27 Planning and Design. Thank you so much Commissioners for allowing me to present the draft 28 Feasibility results. So our agenda tonight I want to go through a just brief introductions, a quick 29 background of the project, where we've come from, where we're going, talk about the directive 30 from City Council, and then release the evaluation options and answer it up for a question and 31 answer (Q&A) with you. 32 33 So our purpose and this next phase or Phase 2 of the Midtown Connector Feasibility Study was 34 really coming out of a directive directly from City Council was to go back in November of 2015 35 to reevaluate or reexamine the opportunity for looking at a hybrid alternative along the creek. 36 This would mean using on street road options where a feasible option would not be permitted 37 along the creek and then also to look at an alternative on street connection and through 38 midtown. So that was our process. This allowed us to look at a couple different things as 39 directed by staff. One would be the provision for a shared use path. The second would be 40 provision for a pedestrian only path, and then the on street collector would be looking at 41 something similar to a Class 4 Bikeway which would be a separated or protected bikeway 42 simulating a trail. 43 44 So our first analysis focused on Matadero Creek. As part of our criteria we looked at available 45 width. We looked at property ownership along the creek. We looked at safety standards and 46 City of Palo Alto Page 2 most notably the provision of a railing to connect and protect people from falling into the creek 1 along with utility conflicts. As part of those minimum width requirements we referenced the 2 City's own bicycle and pedestrian standards. We also wanted to keep in mind the funder's 3 standards as well. They show that there is a available for a trail width between 10 and 15 feet. 4 The City standards is set at 12 feet a minimum for a shared use path. For a minimum path we 5 were looking at 6 feet no less than five feet at constrained areas. 6 7 I have broad overview of the feasibility I’ll walk through. We broke down the corridor between 8 Alma and West Bayshore. It's a one and a half mile corridor into six different segments, A 9 through F. Segment A is Alma to Waverly. As you can see in this key this section looking at an 10 on street or on Creek alignment was not feasible for pedestrians or for bicyclists. In this 11 provision we looked at a different on street alignment along El Carmelo. 12 13 Segment B, Waverley to Middlefield, this section was feasible for pedestrians and for bicyclists; 14 however, there is a constraint at the First Christian Church regarding property ownership that 15 I’ll get into in a minute. Segment C, Middlefield to Ross, this is another section where it is 16 feasible technically for pedestrians and bicyclists; however, there would be a constraint at the 17 Winter Lodge property that we need to be overcome to make that a feasible alignment. 18 Segment D, from Ross to Louis, is completely feasible for pedestrians and bicyclists. 19 20 Segment F would not be feasible for bicycles a shared use path, but there would be availability 21 enough right of way for a pedestrian only path for this section. Again we look at an on street 22 alternative, a hybrid option for Segment F that I’ll get into in the next slide. Finally, Segment F, 23 Greer to West Bayshore, the 101 and into Baylands this would be seasonally accessible. There 24 is a flood gate at this Greer Road which needs to be in place for flood protection six months out 25 of the year. So this again would be feasible certain times of the year. 26 27 So walking through our alignment that we felt that could be technically feasible. The first 28 starting at El Carmelo we believe that a this section could, sorry. Sorry about that. El Carmelo 29 could provide an on street alternative by using the sidewalk expanding that out and creating a 30 Class 1 Trail, it's a shared use path for pedestrians and bicyclists. If you wanted to do just a 31 shared, a pedestrian path that could just stay on the sidewalk. 32 33 Segment B again could use would have to actually overcome a right of way constraint at the 34 First Christian Church. First Christian Church uses an easement that they have with the Water 35 District for storage for Americans with Disabilities Act (ADA) drop off and access, for garbage 36 access, and it's additionally a part of their parking lot. So in order to overcome this constraint 37 the parking lot would have to be reconfigured. And then discussions with First Christian Church 38 that would be a major sticking point for them. So at this point in their minds they would have 39 to have further discussion with the City about resolving that. 40 41 Same would be true about Winter Lodge in Segment C. To fit a shared use path [unintelligible] 42 with you need a parking lot would need to be reconfigured for Winter Lodge and removal of 43 parking of approximately six spaces. At this point that's a negotiating item that they're not 44 willing to discuss. 45 46 City of Palo Alto Page 3 Segment D. is completely feasible you could build this tomorrow without any problems 1 whatsoever. Segment E for a shared use path there is a constraint where there is a utility ramp 2 for the Water District to access the creek. It pinches the trail down to a point of approximately 3 six feet. This would not be wide enough for a shared use path. To provide a shared use path 4 you could provide something on Louis all the way to an entrance into Seale Park there is right 5 now an existing trail through Seale Park that would bring you up to Maddox and then Maddox 6 could bring you back up to the creek. 7 8 Again Segment F is wide enough. There is room for a shared use path; however, again this 9 would be seasonally accessible only unless the City wanted to take on liability for installing and 10 removing the floodgates ahead of storms or at certain times of year. For a pedestrian only path 11 you have a much brighter picture in front of you. This would essentially allow the El Carmelo to 12 be used, the existing sidewalk. You would not need to go through First Christian Churches’ 13 easements. You could use Hoover Park expanding or using the existing sidewalk there and the 14 existing sidewalk that is between First Christian Churches’ property and the South 15 [unintelligible] Apartments. It's seven feet wide. Again, not wide enough for a shared use path, 16 but currently provides pedestrian access. The Winter Lodge property is not an issue as we 17 could provide pedestrian access without reconfiguring or losing parking spaces in winter launch 18 and you would not need to go through Seale Park and Segment E for a pedestrian only path. 19 The seasonal access only would still prevent full use of the pedestrian access from Alma to 20 Bayshore. 21 22 We also looked at the midblock crossings at each one of these segments you would need to 23 cross a pedestrian or a streets at the midblock, so areas where that's not signalized. We 24 created some concepts to do this safely. This included on lower volume streets essentially 25 everything except for Middlefield Road. You could do curb bump outs, a raised crosswalk, and 26 also provide rapid flashing beacons which we know are effective in slowing and stopping traffic. 27 This is an example of a rectangular rapid flashing beacon, also a curb extension that would 28 reduce the distance for people to cross. At higher volume crossing in Middlefield Road you 29 could also again provide a raised crosswalk. You could provide a pedestrian refuge island and 30 also the inclusion of a pedestrian hybrid beacon also called a hawk signal. This is essentially 31 gives trail users the ability to create a red light situation for oncoming traffic and allow them to 32 cross safely. 33 34 We heard from many people in the community this was a very robust public process. In our 35 most recent public process a few Saturdays ago we had over 200 people come out for an event 36 that was held on the creek itself and received over 112 comment cards that were provided and 37 part of your staff report. Privacy concerns and safety concerns for people along the creek we 38 heard again and again. We did some safety and some security analysis looking at other creek 39 side trails that go behind people's homes in the Bay Area and provided that in the staff report 40 as well. As far as privacy goes there were many different levels of privacy fences between the 41 access road and homes. Some of them were low, four to five feet. Some privacy fences were 6, 42 8 feet and vegetation goes up to 12 feet. So there are many different ways that could be 43 addressed in the design of this trail if it were to move forward to provide additional privacy for 44 homeowners. 45 46 City of Palo Alto Page 4 We evaluated costs for both options. A shared use path would come in at $4.9 million at the 1 planning level estimates. Pedestrian only at $3.4 million. 2 3 Going to the second item that City Council directed us to evaluate was the provision of an on 4 street alternative. We looked at Loma Verde for this section. We evaluated Colorado. We 5 evaluated Loma Verde and we also heard from staff that East Meadow Drive could have been 6 an additional option, but that's being evaluated as a separate project. Colorado from initial 7 glances 36 feet from curb to curb there is an existing bicycle lane on one side of the street; 8 however, there is a parking lane and a shared use lane for bicycles and cars on the north side of 9 the street. Creating a trail like situation on a Class 4 would mean the full removal of parking on 10 the whole length of Colorado from Alma to Bayshore so we felt that wasn't a feasible option for 11 evaluation. 12 13 So we looked instead to Loma Verde, a wider street, 40 feet from curb to curb in a typical 14 situation. Between Bryant Street and Louis for the most of the corridor 0.9 miles you have a 15 situation where you have a shared parking lane and bicycle lane on the north side, two 11 foot 16 travel lanes for cars, and a time restricted bicycle lane on the south side. This is a bicycle lane 17 during the daytime and overnight it's available for parking. At the either ends between Alma 18 and Bryant and Louis and West Bayshore there is no bicycle lanes. It's a 20 foot travel lane and 19 parking lane on either side. 20 21 Our proposed cross section for evaluating a on street alternative is to create a raised median, a 22 barrier protected bicycle/cycle track. So this would mean that the parking lane would be 23 retained on the north side of Loma Verde. The bicycle lane that currently exists it's shared with 24 that parking lane would be consolidated with the bicycle lane on the south side of the street. 25 The travel way would be narrowed to 19 feet. You would have a three foot raised median and 26 this could take many different forms including plantings. Essentially this would be a curb that 27 would protect bicyclists from motor vehicles and then an 11 foot two way bicycle path. 28 29 This is a visual simulation of what this could look like. Again, I mentioned that the median could 30 take many different forms and that would be something that would be developed later in the 31 design process. I did want to call out that there are exit at this point bicyclists who travel along 32 the bicycle lanes from Alma to West Bayshore cross 67 driveways. This would be the same 33 number of driveways that bicycles cross in this situation; however, they would not be doing it 34 on the north side they would be doing it in both directions on the south side. Cars pulling in 35 and pulling out of driveways would as they are today have to look both ways for pedestrians 36 crossing at the sidewalk and one way of bicycle traffic. With this design cars would have to look 37 in both directions for the additional bicyclist moving and at the different direction. This is a 38 treatment that comes out of a national design guide that talks about color treatments. You can 39 also do different textures in the pavement to alert bicyclists and cars and motorists that you 40 have this conflict point at those driveways. 41 42 Additional detail has been provided in the staff report. I'm calling out a couple sections here 43 where the Loma Verde design would interact or interface with the bicycle boulevards that City 44 Council approved recently. Those would need to be looked at again to find a way for these two 45 designs to, to integrate more seamlessly. The concepts met for providing a Class 4 protected 46 City of Palo Alto Page 5 bikeway on Loma Verde from Alma to Bayshore would be approximately $1.9 million. And at 1 this point I’d be happy to take questions. 2 3 Acting Chair Gardias: Thank you. So it's time to… this concludes staff presentation I understand, 4 right? 5 6 Mr. Mello: Yes. If you'd like I could go over the recommendations that we've outlined in the 7 staff report. 8 9 Acting Chair Gardias: We can. Yes please. 10 11 Mr. Mello: Ok. 12 13 Acting Chair Gardias: But then we go to the public hearing. I think we have a couple of cards so. 14 15 Mr. Mello: Ok, so we have five options that we'd like you to consider. The first is to 16 recommend the shared use path that combines some on creek and some off on street sections. 17 This is the most costly and constrained option. The second alternative is to recommend the 18 pedestrian only path. That's primarily on creek, but includes some on street sections. This is 19 much less constrained than Option 1, but would require over twice the amount provided in the 20 Santa Clara County grant. The third potential alternative is a hybrid option that includes a 21 shared use path where possible. Costs would be similar to Option 1 in constraint similar to 22 Option 2. The fourth alternative is to recommend the Class 4 separated bike way on Loma 23 Verde Avenue. This is the least costly option, but we would need to receive concurrence from 24 Santa Clara County to use the $1.5 million grant for an on street bikeway. And then the fifth 25 alternative is to accept the study and recommend that we do not pursue any of the alternatives 26 in which case we would forego the [$1.5 million] from Santa Clara County. 27 28 Acting Chair Gardias: Thank you. So this will, this concludes staff presentations. So we have 29 let's move to the… Let’s hold on with the questions. Let's hear from the public. Public is staying 30 with us for this late hour so we have to respect that too. 31 32 Acting Vice-Chair Waldfogel: Great, so five minute comments starting with David Beach and 33 then Stephanie Beach. 34 35 David Beach: Commissioners, thank you for taking your time to be here tonight and to solicit 36 public comments. Palo Alto is a wonderful bicycling community. We've got a community, a 37 culture that appreciates bicycles. We've got perfect weather. We've got beautiful scenery and 38 we've got flat terrain. 39 40 I'm here to advocate the Loma Verde option because I think it offers automatic separation of 41 pedestrians and bicycles and my experience is that mixing them is problematic very often. I 42 think it offers the best safety for inexperienced riders, for schoolchildren because they are 43 streets that already exist, intersection crossings that are already understood, and it eliminates 44 midblock crossings which I believe despite the mitigating suggestions made by the staff are still 45 very problematic. There are many, many stop signs in Palo Alto so many that they are run very 46 City of Palo Alto Page 6 often. And if you add more if I get, if I drive for instance on Ross to Clara Drive I stop at the stop 1 sign there, I go over the creek, I have another stop sign situation in about 50 or 60 feet. I think 2 I'm going to have trouble being patient with all of that. 3 4 I also want to recommend the Loma Verde option because I think it offers more flexibility. We 5 already have sidewalks and streets in place. If anything comes out of this which results in 6 learnings that might change things for the future it would be much easier to redirect and relay 7 out an excellent facility for the benefit of bicyclists and pedestrians. 8 9 And finally I want to point out that the number of mitigating factors along the creek all, all of 10 the options there is significant and the cost is significantly higher. I've been a bicycle commuter 11 for over 50 years, a recreational rider for about 20. I have a lot of experience in Palo Alto. In 12 my experience particularly going to and from school during the same hours that schoolchildren 13 do that the driveways issues has not been important to me. It's not threatened my safety. 14 What has is when there are business parking lots that intersect. So at the intersection of 15 Middlefield and Colorado for instance that's the place where I feel most likely to have some 16 kind of a safety issue even as a very experienced rider. 17 18 So let me just reiterate I think there are good reasons for the Loma Verde alternative and they 19 are first and foremost safety and next flexibility in future planning and next automatic 20 separation of pedestrians and bicyclists and finally cost. Thank you very much for taking your 21 time here this evening. 22 23 Acting Vice-Chair Waldfogel: Thank you very much. Stephanie Beach followed by Evelyn 24 Guernsey. 25 26 Stephanie Beach: Good evening and again thank you for staying to this late hour and hearing 27 our comments. I'd just like to say that I am an unalterably opposed to the Matadero Creek 28 Trail. To designate it as a creek trail envisions bucolic areas and it is not. It is a drainage ditch. 29 It's a flood control ditch; however, that aside my major objections are safety. Currently if you 30 were to go to the creek and fall in there is no way that you can safely get out of the creek. The 31 sides are too steep. There's all concrete. There are no handholds. There are no footholds. So 32 opening this up to the public I think is just really inviting disaster. 33 34 The second major concern is one of street crossings. The trail would go diagonally across Louis, 35 diagonally across Clara, and diagonally across Middlefield. The notion that somehow we could 36 put stop signs or stop lights or flashing lights on Middlefield between Colorado and Loma Verde 37 I think is really tempting fate. People leave Colorado they're just passing Safeway, they've just 38 hit their stride, they're getting in third gear, they're not going to slow down and stop for a 39 pedestrian crossing at the middle of the block and Matadero Creek. I think that's a fantasy. 40 41 So I have two points. It's and only actually one point and that is safety. The safety as the creek 42 exists right now it's dangerous from a water safety point of view. There's no way to get out. 43 And secondly the street crossings. So thank you 44 45 Acting Vice-Chair Waldfogel: Thank you very much. Evelyn Guernsey followed by Penny Ellson. 46 City of Palo Alto Page 7 Evelyn Guernsey: Hi. Thank you for allowing us to make comments. I agree with everything the 1 Beaches just said. What they didn't say is we both live on the creek on Clara. And I object to 2 any sort of pedestrian or bike path on Matadero Creek not only for safety issues, but also for 3 noise of having all these people behind our homes all of a sudden. Who's going to clean up the 4 trash? Who's going to clean up the graffiti? You can’t have lights, the Water District has made 5 that very clear. So there are safety issues with people being out there at night. Are students 6 going to start partying back there? The police isn't going to want to have to patrol that on top 7 of everything else they do and I'm sure there's no budget for that because that has been talked 8 about in some of the community meetings. 9 10 The cost you were given a $1.5 million. This is a $5 million project and that's a minimum. We 11 all know construction projects go over. So what is the overage really going to do to the budget 12 and to the City? 13 14 I have a lot of concerns about the crossing of the creek on all the different roads especially 15 Louis. There's already a stop sign at Seale Park which is just a few hundred yards from where 16 the creek crosses. People blow that sign every day all the time. I walk through there all the 17 time and people rarely stop at that stop sign. So now you’re going to ask them stop there and 18 then stop 100 yards more. It doesn't work. Just as you said it doesn't work on Ross, it doesn't 19 work on Louis. 20 21 I do support the Loma Verde. I do understand the need to have a cross connection. I think 22 Loma Verde would be a great place to start because you already have parking on only one side 23 of the street, there's already bike paths, and people are used to using that as a bike path. So I 24 hope you do consider that and negate the whole idea of putting anything on the creek. Thank 25 you. 26 27 Acting Vice-Chair Waldfogel: Thank you. Penny Ellson and then Robert Neff. 28 29 Penny Ellson: Hello. My name is Penny Ellson and I'm speaking as an individual, not as a 30 representative of many organizations tonight. So generally speaking I like the idea of a cross 31 midtown connector, but I did have one concern that I wanted to raise tonight which is I looked 32 at the two way cycle track on Loma Verde. This is a school route used by many kids and the 33 idea one of the top reasons kids get hit by cars at Palo Alto is riding wrong way. Kids are short. 34 A car backing out of a driveway can't see them and driveway and a driver doesn't have the habit 35 of looking the wrong way for a fast moving bicyclist. And I'm not sure it's a great thing to train 36 kids to ride the wrong way. But all of that said this has lots and lots of intersections which are 37 where the kids get into trouble. It has lots of driveways. If there is extra right of way on Loma 38 Verde it seems to me it would make more sense to provide a wider bike lane or some better 39 facility on both sides of the street so we can keep the kids at least moving the right direction. 40 Thanks very much. 41 42 Acting Vice-Chair Waldfogel: Thank you and then Robert Neff. That's the last card. I don't… 43 that's everybody in the room. 44 45 City of Palo Alto Page 8 Robert Neff: Well, well played indeed. I'm Robert Neff and I've been involved with the Citizens' 1 Advisory Committee (CAC) for this project also. I personally favor moving forward with the 2 hybrid pedestrian path option along the creek. This project has become much more concrete 3 since about last summer when we finally started saying what exactly could you build on the 4 creek instead of it being a sort of this imaginary project. And I'm really appreciative of the City 5 staff and the consultants for figuring out exactly what we can get and how much it will cost to 6 build it along this corridor. 7 8 I think, let's see, I think this corridor can add pedestrian and recreational opportunities 9 including the seasonal connections to the Baylands which would which will be welcomed by the 10 community. It will improve our active transportation network especially for pedestrians and 11 young or timid bicyclists who'd rather, who would prefer to stay off the streets or whose 12 parents would prefer to have them stay off the streets. Obviously we, obviously we now know 13 how much this might cost so instead of concluding we cannot afford it I think we should see 14 how we can develop the funding to get it done. And specifically I prefer the third option which 15 seems to give the most benefit at the best cost point. 16 17 The last point I want to make is that on the demonstration day which was a terrific event we 18 had, people were able to give comments about what they thought of the project and 75 19 percent of those who made comments were generally in favor, partially or completely in favor 20 of the Matadero Creek [unintelligible]. Thanks. 21 22 Acting Vice-Chair Waldfogel: Thank you very much. 23 24 Acting Chair Gardias: Thank you, Acting Vice-Chair. So with this we going to, this concludes our 25 public hearing. So again I would like to ask my colleagues to share their thoughts with among 26 ourselves or maybe ask staff the questions. And I see lights from Commissioner Waldfogel. 27 28 Acting Vice-Chair Waldfogel: Just one quick informational question, could you remind us what 29 the bike bridge alignment over 101 might be and how that would connect to any of these, these 30 trail alignments? 31 32 Mr. Mello: So the Adobe Creek/101 over crossing project? 33 34 Acting Vice-Chair Waldfogel: Right. 35 36 Mr. Mello: That would be at the end of Fabian kind of where Fabian becomes West Bayshore. 37 Where Adobe Creek, I can pull up a map if you like? 38 39 Mr. Knowles: Actually I don't think I can. 40 41 Mr. Mello: I don't think we have the ability to. It would basically be I think about a mile south 42 of Segment F that’s shown in the PowerPoint. 43 44 Acting Vice-Chair Waldfogel: And just how, how would a cyclist connect to that? I mean I 45 assume part of the intent is to provide Bay access. 46 City of Palo Alto Page 9 Mr. Mello: So if you can see the cursor on the map there this is the alignment here. So we have 1 a bike boulevard project along Ross Road that would connect East Meadow which has existing 2 bike lanes and then a cyclist could head over the over crossing via East Meadow. And then we 3 also have a bike boulevard project along Greer Road. So there'd be a short section of Louis 4 that's not identified as a bike corridor that you would need to use to get to Fabian. 5 6 Acting Vice-Chair Waldfogel: Thank you. 7 8 Acting Chair Gardias: But it needs to be said also that this proposed a connector gets to this 9 underpass under 101 that’s seasonally closed of course, but seasonally it's open. So half a year 10 it’s open, half a year it’s closed. So that connects with the existing underpass connection to the 11 Bay, to the Baylands. So while we waiting for the comments from my other colleagues. Ok, 12 Commissioner Alcheck. 13 14 Commissioner Alcheck: What's the like extent of access right now to the creek? I mean do 15 people have any business being back there? 16 17 Mr. Mello: No. It's gated and fenced. There's only maintenance vehicle access currently. 18 19 Commissioner Alcheck: You know I really appreciate this concern about access to the creek 20 because at least my encounters… it's not, it's not as visible, right? So you’re inviting individuals 21 to spend more time there by virtue of sort of suggesting this is a route. And I'm a little 22 concerned that that the lack of visibility of the creek will create some of the potential for the 23 problems. I don't think they're going to be throwing parties back there, but I am a little 24 concerned that there could be some negative interactions. There could be some property 25 damage. There could be issues with respect to cleanup and… Can you, would you mind sort of 26 highlighting where those, where the creek segments are exactly? 27 28 Mr. Knowles: More specifically where the creek segments could be for a pedestrian only path or 29 a shared use path? 30 31 Commissioner Alcheck: I would prefer to discuss the shared use path. I mean I'll just say this, I 32 really think it would be… I'm interested in a shared path because I think that the bed, I imagine 33 there are a lot more cyclists that can benefit from this effort than there are pedestrians. And so 34 if we're going to spend a great deal of money my preference is that we create a path that can 35 be used by cyclists. I think that’s a little more realistic. So maybe you could just go over that 36 shared path. Just so I understand it. 37 38 Mr. Knowles: Absolutely. So for the shared use path what we're talking about is that a portion 39 of Segment B, Waverley to Cowper, a portion of Segment C, Winter Lodge Property to Ross, the 40 entirety of Segment D, Ross to Louis, and then essentially no sections of E as a shared use path 41 along the creek and then along the creek on Segment F. 42 43 Commissioner Alcheck: Is this, is the blue representative of the creek and so you're on one 44 (interrupted) 45 Mr. Knowles: The blue is the represent of the creek, yes. 46 City of Palo Alto Page 10 1 Commissioner Alcheck: So you’re on one side of the creek and then you switch to the other side 2 of the creek? 3 4 Mr. Knowles: Yes. 5 6 Commissioner Alcheck: You had mentioned this, a point earlier about the City taking on liability 7 for closures? 8 9 Mr. Knowles: That would be only if you wanted to resolve that seasonal access. 10 11 Commissioner Alcheck: How? So what does that look like? In your mind they’re opening it up 12 when the water is low? 13 14 Mr. Mello: So we already do that for the Adobe Creek undercrossing. City crews actually install 15 and remove the gates. So it's basically just the City would decide when the season warranted 16 installation of the gates based on weather forecasts and typical rainfall patterns instead of the 17 Water District making that decision. 18 19 Commissioner Alcheck: Oh. So in theory maybe it would the season would last a little bit 20 longer. 21 22 Mr. Mello: Yeah. 23 24 Commissioner Alcheck: It's not a sort of ongoing management on a daily basis or weekly basis? 25 26 Mr. Mello: No. It’s two points in time, the installation of the gates and the removal of the 27 gates. 28 29 Commissioner Alcheck: So potentially a slightly shorter season because we would be a little bit 30 more involved than the Water District which is probably overwhelmingly conservative. 31 32 Mr. Mello: Yes. 33 34 Commissioner Alcheck: Ok. So is would you mind also sort of just discussing this Loma Verde 35 option? Is there, is other than being cheaper and maybe the loss of some parking is there, are 36 there other relevant issues that are, that don't like one of the things I sort of find interesting 37 about the staff report is it’s not really suggesting an order of preference which makes this a 38 little harder for us if we don't have personal experience with this particular route. So is there a 39 reason why the Loma Verde route which just seems to be the least complicated hasn't risen to 40 the top? 41 42 Mr. Mello: So Loma Verde is a very appealing corridor because it parallels the creek for the 43 entirety between Alma and West Bayshore. It also lines up very neatly with 44 Margarita/Matadero Bike Boulevard on the west side of Caltrain. So if we were able to create 45 some kind of over crossing or under crossing of Caltrain you could feasibly create an east/west 46 City of Palo Alto Page 11 bike corridor across the entire City from West Bayshore all the way to the ballpark path in 1 Barron Park. In an ideal world we would be able to create two dedicated one-way bike ways on 2 Loma Verde which are operationally much safer for cyclists, but because the roadway is only 40 3 feet wide and there's an existing parking lane, all day parking lane that we don't want to 4 completely remove that leaves us with only the ability to install a two-way separated bikeway 5 which was shown in the rendering. Those are potentially dangerous for cyclists because half of 6 the cyclists will be travelling in the wrong direction on a two-way street and motorists will not 7 be typically looking to their right when they pull out of a driveway for a cyclist. That being said 8 it's a residential street. 9 10 Commissioner Alcheck: Right. 11 12 Mr. Mello: These are very low volume driveways and the majority of the people using the 13 driveways will know that there is a two-way cycle track there. It's not as though this is a 14 commercial corridor where there are people visiting that are unfamiliar with the corridor. So 15 we think the risk is a little less because it's a residential street with a two-way facility on the 16 two-way street. However that's one of the major concerns I think and you heard that from Mr. 17 Neff and from Ms. Ellson. 18 19 Commissioner Alcheck: Right. Ok, so well, I don’t know. There’s… I think just the notion that 20 the route would essentially be seasonal and all the connections that involve the creek make the 21 creek just not that appealing because it's just [unintelligible] I mean it's not as if it's just the end 22 section. It would be several connections that would, what would happen if let's say we 23 suggested, let’s say we pursued the an alternative one of the options that utilized creek access. 24 What is, what do we anticipate would happen during a seasonal closure for several months? 25 How would they, would that make essentially the route unusable? 26 27 Mr. Mello: Well, I don't think access to the Baylands was really the driving force behind this 28 project. The majority of the comments we received throughout this process was folks seem to 29 be more interested in bridging Alma and Caltrain to the west and connecting to the west side of 30 the City. I think the Baylands access is kind of an added benefit, but I don't think that's the 31 main driving force behind the Midtown Connector project. 32 33 Commissioner Alcheck: Ok, but we, you had mentioned that it would, you would have you’d be 34 in the creek in the portion a Segment B, a portion of Segment C, all of Segment D. So in theory 35 individuals that were anywhere east of Middlefield they're using a different route seasonally, 36 right? Am I missing something? If I'm sorry; If we use it, if we’re, I’m talking about a shared use 37 path, right? 38 39 Mr. Mello: Yeah. Sorry. Only Segment F would be seasonal. 40 41 Commissioner Alcheck: Got it. 42 43 Mr. Mello: The other segments could be open year round. 44 45 City of Palo Alto Page 12 Commissioner Alcheck: Ok. Ok, thank you for that clarification. I did not understand that. Ok, 1 so I'll just say this. I recently had the experience of riding up the West Side Highway in New 2 York. I was doing the Citi Bike I rented a Citi Bike while I was in New York in October which is so 3 long ago now, but and it was a it was two-way traffic, right? I mean we were we were 4 separated from the, from the traffic, the car traffic and… I'll just say this, I think sort of perfect 5 is the enemy of good here. So I would imagine the Loma Verde path that incorporated bike 6 traffic in two directions in closer proximity than maybe the perfect solution would otherwise 7 have I was, I would support that option. Because I didn't feel particularly unsafe on that route 8 and there were actually a lot of driveways, commercial driveways actually, along that route that 9 you had to encounter sort of pedestrian stops. I think in this particular instance you had 10 mentioned it's a residential area and we're talking about 57 homes, right? You said 57 11 driveways, is that right? Sixty-seven. I mean I think there's something to be said for the fact 12 that these would be repeat users of that space so maybe they hit someone… No, I’m just 13 kidding. I think there's an idea here that you have you know your own driveway, right? And so 14 if you're going to pull out of your own driveway you have to look both ways and if you, if you, if 15 we create a… First of all, pedestrian traffic would go both ways anyways. So although cyclists 16 traffic will be faster so you just have to be more careful. 17 18 So I don't want to take more time. I guess I would say that the Loma Verde option seems to me 19 to be the most appealing since I think that connection is strong. And I think my biggest 20 reservation is this notion of inviting access to the creek, which is I can imagine it right now that 21 people… if some individuals were behind your back fence in the creek today you'd probably call 22 the police and say hey, there's something funny going on. That phone call will be a little 23 different once we invite individuals to sort of use that space 24 hours a day and if I'm not 24 suggesting it's like can only be used in a nefarious way, but there's this element that it's sort of 25 visually hidden I think to some extent that will invite… it’s like the back of a shopping center. If 26 you can't see it sometimes it invites negative behaviors. 27 28 So anyways I'm not suggesting I couldn’t support one of the other options. That's just my 29 general feeling. Sorry for taking so long. 30 31 Acting Chair Gardias: Thank you. Commissioner Tanaka. 32 33 Commissioner Tanaka: Well I almost every day except when it rains and I have Commission 34 meetings I bike actually cross town. So I definitely understand the need for this kind of project 35 and I applaud staff for moving forward and all the work that all the citizens have done on it. So 36 I think that's great. 37 38 Kind of in my analysis it seems like there's no easy decision here. It seems like they all have 39 pros and cons and so the best this makes the decision very difficult so I can understand why 40 staff brought it to us to deliberate. So, but I am actually curious to know based on staff's 41 knowledge thus far and all of the outreach that's been done what does staff personally believe 42 is the best option given all the pros and cons? 43 44 Mr. Mello: You’re asking my personal opinion? Professional opinion or personal opinion? 45 46 City of Palo Alto Page 13 Commissioner Tanaka: Let's hear both. 1 2 Mr. Mello: My professional opinion I think I would likely recommend pursuing some version of a 3 hybrid option. Maybe starting with the easiest segment which would be Segment D and then 4 focusing on the connection to the Baylands and maybe advancing a connection across Alma and 5 Caltrain. Not jumping full in, but maybe building some of the segments that are fairly easy. 6 When we had our Greenway for a Day event a couple Saturdays ago folks were very excited to 7 get out and walk along the creek and a lot of the feedback I heard was that they would really 8 appreciate this amenity in their neighborhood. And that was only one segment that we opened 9 up. And I walked out with my son and it was really nice to be out and have a place to walk off 10 street. There are sidewalks in the majority of the neighborhoods abutting the creek, but it 11 doesn't provide that same kind of off street feeling. 12 13 I do think we would need to look very closely at privacy. There were a couple places where you 14 could see directly into backyards and windows of abutting homes so I think we need to look 15 very closely at security fencing. But I think there is a… and I think Loma Verde is worth looking 16 at, but I do think we need to look very closely at the driveway conflicts and the intersection 17 conflicts and not forget that that could be a potential safety if we’re going to advance Loma 18 Verde. Do you have anything to add maybe? 19 20 Commissioner Tanaka: Ok, so I think the grant money I mean that’s significant, $1.5 million. I 21 applaud staff for getting that. That's actually really key. So in Loma Verde scenario is that 22 totally off the table? It look like it's maybe on the table, maybe not. I guess you guys had to 23 check. Can you talk more about that? 24 25 Mr. Mello: So the grant application specified that this would be a recreational facility 26 connecting the Foothills Trail to the Bay Trail. There's a master plan of trail connections with 27 Stanford and Palo Alto and that east/west connection was one of the key. I think we could 28 make the argument that a separated bikeway meets the standards of a recreational facility and 29 the adjacent sidewalk serves pedestrians. So I think we can make that argument. I don't think 30 it's farfetched. The County would have to approve ultimately, but I don't think that's a stretch 31 at all. 32 33 Commissioner Tanaka: So, but with other options it's kind of a slam dunk and the Loma Verde 34 would be probable, but not a slam dunk. Is that what you’re saying? 35 36 Mr. Mello: Yes. 37 38 Commissioner Tanaka: Ok. For the for the creek option it's rather expensive though, right? And 39 the grant money doesn't even come close to covering all of it. So where would staff get the rest 40 of the money? 41 42 Mr. Mello: So this project has been rolled into a Capital Improvement Project (CIP) called 43 Bicycle and Pedestrian Plan Implementation starting in fiscal year 2017. That CIP has a total of 44 $20 million programmed over the next five years. We've already committed a lot of that to the 45 City of Palo Alto Page 14 Bike Boulevard Project so if we decided to move forward with a more expensive shared use 1 path option this project would eat up a fairly significant portion of that CIP budget. 2 3 Commissioner Tanaka: Ok. Ok and then I think this has been brought up by fellow 4 Commissioners and the public as well, but I think security concerns is a significant concern, 5 right? Especially for people who backyard faces like privacy, security, and we don't want this to 6 be a breeding ground for criminal activity of course. So what measures and negations do you 7 think… I mean is the police going to patrol this like every day? I mean what's going to happen? 8 Like are cameras going to be put up? I mean lighting is going to be kind of a hard to put there 9 from what I understand. So I guess what, what measures are going to be taken to really make 10 sure that this becomes like the what everyone hopes it will be which is beautiful area to walk, 11 kind of secluded, all that kind good stuff. But how do we, how do you make sure? 12 13 Mr. Knowles: So I can answer I guess two sides of this coin that Commissioner Alcheck also 14 brought up about safety and security concerns. So we also had heard that very loud and clear 15 from the public whenever we did outreach and so we did some analysis of safety and security 16 along creekside trails that go behind residential properties and other trails in the Bay Area. 17 Looking at the crime reports, essentially data that's provided by police departments from the 18 City of San Jose, Saratoga, Mountain View we looked at El Cerrito, we looked at things up on 19 the East Bay as well along the along Ohlone Greenway. So we looked at six months of available 20 police reported data about incidents on those creeks that again go behind people's homes. 21 What we found was that there were incidents that you talk about; incidents of graffiti, of 22 property damage, vagrancy. Very few incidents of assault or kind of personal injury, but what 23 we found was and we also looked at Matadero Creek what's going on in the last six months on 24 Matadero Creek? There was one incident of vagrancy and that's really the number one thing 25 that you kind of invite is that if it's, if it's left open like any park that the City of Palo Alto 26 operates today dawn to dusk hours which is what I think this typically could allow for that's 27 what you're going to be probably faced with so dealing with vacancy issues. 28 29 What we know at a national level looking at trails across the country is that I cannot tell you 30 that a trail is going to make those properties safer, but what I can tell you from looking at 31 national literature this is something that every community faces when they talk about building 32 trails, is that trails invite legitimate users into places like a creekside corridor that typically at 33 this point right now only is being used by illegitimate users. And so it provides people with eyes 34 on their property and they provide additional surveillance and security. So that's something 35 where if you invite those legitimate users they can actually provide additional safety and 36 security. The national ligature says that trails along homes has no increase in incidents of 37 crime. I can't tell you that it's going to make that safer, but doesn't increase incidences. So 38 that's what the national literature show us and that's who I think can tell us from looking at 39 crime that’s along creek trails and also a block or two away is that you're not going to see any 40 sort of correlation higher or lower along creeks. 41 42 So then what do we do? How do we safeguard to make sure that we put in place a design that 43 keeps it that way? And so in the staff report we go through something called CPTED which is 44 crime prevention through environmental design. There are a lot of principles that landscape 45 architects are looking at to improve safety and security just on the way you design a trail. So a 46 City of Palo Alto Page 15 lot of that is managing vegetation making sure that there's no place for people to hide so that 1 people aren't ambushed along the creekside trail. The idea of safety cameras and security 2 additional patrols that's something that absolutely needs to be looked at and discussed with 3 the police department. And I’d be also interested to see how they currently patrol things like 4 the Bol Park Trail which currently goes behind residences in Palo Alto. When I spoke with the 5 police department about incidences there they didn't have any data to provide to talk about 6 any instances they could recall. 7 8 Commissioner Tanaka: And the topic of lighting, there can't be lighting there. It just kind of has 9 to be all dark. Is that (interrupted) 10 11 Mr. Knowles: So yeah, so unfortunately since this is a first and foremost a flood protection 12 facility it secondly provides habitat for different species and so the Water District is not 13 permitting lighting because it will interfere with habitat essentially. 14 15 Commissioner Tanaka: But doesn't like darkness invite crime? Because unlike a park where 16 there's lights, right, darkness means it’s dark, right? And… 17 18 Mr. Knowles: Correct. And you could also install lighting along any of the bridges that cross the 19 creek as well as those entrance points as well. 20 21 Commissioner Tanaka: Ok, but I'm just curious to know whether that I mean do other creekside 22 trails do they also have the same issue where they can't have lighting or would this be the only 23 unlit creek side? 24 25 Mr. Knowles: No. Many of them are along Santa Clara Valley Water District properties which 26 also do not have lights which are also operated dawn to dusk. 27 28 Commissioner Tanaka: I see. And you actually found that there's no increase in crime, no 29 increase of graffiti or homelessness or stuff like that? 30 31 Mr. Knowles: More than the streets that are adjacent to it? No. 32 33 Commissioner Tanaka: Ok. So ok so a lot of the fears are kind of unfounded? 34 35 Mr. Knowles: Correct. 36 37 Commissioner Tanaka: Ok, great. Thank you. 38 39 Acting Chair Gardias: Thank you very much. So I'm going to take a couple of minutes myself 40 and I'm going to just share my perspective as I was part of this. Of the I was a delegated PTC 41 representative and Greg Tanaka our Chairman on the prior term designated me for this or 42 proposed me for to join this team. 43 44 So the perspective that I would like to offer you is different and if you remember before the 45 Council changed its course and pretty much directed the staff to consider, to consider the creek 46 City of Palo Alto Page 16 as opposed to a connector that was [unintelligible] maybe creek or maybe other route, right? 1 And this was at the time Josh when you, when you came, when you joined this Palo Alto and 2 you were this was maybe your second day. And then… it was his first day and you were rushing 3 to catch a train to Burlingame. If you remember I talked to you back then and also I shared this 4 perspective with the CAC members that I envision totally differently. And then somehow a 5 couple of months later the City Council proposed this direction that’s aligned with my proposal 6 which was pretty much this was a vision of recreational route that would be a park and then it 7 would also span through the entire City. And from this reason when I think about this now 8 when Council directed us just to explore this option. 9 10 I think that there are no benefits that are named on the presentation sheet it is because the 11 Council directed you to do this between 101 and El Camino. However, what it needs to be said 12 that there is an opportunity to establish a route across the City or maybe even start thinking 13 farther and then open or create recreational routes along the natural routes which are pretty 14 much the streams and the creeks that come from the Foothills to the Bay which other 15 municipalities have. Sunnyvale has one. San Jose has one. I think that Burlingame has one. So 16 pretty much everybody has one, but we. So that’s the opportunity to fix it. Of course there are 17 constraints because those creeks, historical creeks, are being a converted into the flow control 18 zones. So that's going to be much harder than it than other municipalities achieved it, but I still 19 think that this is the opportunity. 20 21 So from the perspective of your presentation and options that I would choose personally would 22 be to enhance the thinking and expand this study to crosstown connectors that will follow all 23 the natural paths, not only this creek, but we know that we have San Francisquito that’s maybe 24 also under East Palo Alto jurisdiction partially so for this reason we don't have access to the 25 Bay, but there is an opportunity to work with East Palo Alto. And then we have two other 26 creeks so and then we have of course [in Barron] overflow that follows the same zigzag route as 27 this one. Where pretty much that wider path switches from one side of the creek to the other 28 one, right? And we talk about this at the meetings. 29 30 So I think about this as a great opportunity and also I would like to relate to the retail that we 31 have along El Camino. Have we opened the route across Alma and allow people to take bike 32 tour to El Camino that then we would allow those merchants to even blow, bloom more than 33 they do today because maybe families would be just taking their bikes to go to El Camino to 34 have a meal or supper and dinner and then come back later on to their homes. So and then it 35 would open some enormous opportunities that we don't even talk today about. And so I think 36 that for the next step what I would like to see I would like you to establish some potential 37 benefits with opening this route to the community. 38 39 And then of course my preference would be to continue this route along the creek, open it at 40 some segments where it may be opened. Consider possibility of crossing Alma at the level of 41 the street today because we know that before we just dig any tunnel or some other underpass 42 is going to take years. So there is a possibility to open it very cheaply and rather quickly maybe 43 within maybe a year or two some crossing, some Alma crossing. Also explore possibility to 44 open crossing too in the Baylands that would be not only six months, but longer and we talk 45 about some potential wall that may be built to secure the bike route from the creek that would 46 City of Palo Alto Page 17 allow to maybe staying it open longer. So I think that there are some low tech opportunities 1 where this can be resolved faster than we think. Then eventually there could be second phase 2 of just spending more millions of dollars for some underground access tunnels or something 3 like this. 4 5 But nevertheless the summaries like this that my proposal is that you think in a larger scale. 6 Maybe you think perspectively about other creeks and then you think about just connecting 7 entire town to the Bay and then this part of the town to the amenities along El Camino and 8 Barron Park. So thank you for your time. So with this I think that we have Commissioner 9 Waldfogel. 10 11 Acting Vice-Chair Waldfogel: [Let me just do something quickly] since I just asked that one 12 question. So here's what I'm struggling over with this, which is I think there's two things going 13 on here that are slightly at odds with each other. One is a transportation connection and this 14 second one is a recreational connection. And I mean I think I would support a Loma Verde 15 alignment for a transportation connection, but I think that might be a slightly less complex 16 configuration then this fully separated lane, which I think would just be a less disruptive. I also 17 would support a recreational connection along the creek alignment especially if there was if we 18 had budget somewhere to really reclaim that creek bed and do what Los Angeles (LA) has done 19 in the LA River, but I'm not sure that that's I don't think that's going to happen in our lifetimes. 20 21 So that's why I'm just struggling a little bit over whether it's worth doing any of these things 22 because like I said I would strongly support a Loma Verde transportation connection especially 23 if we can clarify between what and what. But I mean the recreational connection I'm getting is 24 a little fuzzy because it's seasonal to the Bay and I don’t quite know what the Foothill Skyline 25 Trail connection looks like on the other side of this. Strongly support the idea of being able to 26 go from the Bay up to Skyline, but I'm not sure I see from this presentation how this, how this 27 advances that objective. So I don't know. Do you have any thoughts on any of those 28 comments? 29 30 Mr. Mello: I agree that there's probably two divergent themes here, the recreational theme and 31 the transportation theme. I would say transportation wise though we need to think about all 32 types of cyclists and all types of pedestrians. A lot of folks that are already cycling today are 33 probably comfortable using Loma Verde in its existing condition, but I think one of the calls of 34 this project is to provide a higher quality semi-separated or completely separated bikeway that 35 provides that east/west connection. So I think there are ways we could improve Loma Verde in 36 its existing configuration, but I don't necessarily know that we're going to capture any new 37 riders or new cyclists. 38 39 As far as the connection between the Foothills and the Baylands if you can imagine projecting 40 Loma Verde to the west it lines up directly with Margarita Avenue and Matadero Avenue which 41 connects to the Bol Park Path. That gets you almost all the way to Foothill Expressway. From 42 there it would be some type of trail connection up the Foothills, but I mean there's already a 43 pretty decent connection that gets you all the way to Foothill Expressway that exists today. 44 Matadero and Marguerite are a bike boulevard corridor. We've made some improvements 45 there through a resurfacing project in the last year and a half. So I think that's where that 46 City of Palo Alto Page 18 connection is and there is a larger map that shows kind of the grand vision of the and we can 1 include that in the Council presentation if you think that would be helpful for them. 2 3 Acting Vice-Chair Waldfogel: Yeah, I think that just that reminder would be helpful because 4 Alma and Caltrain do look like obstacles the way that this is presented. 5 6 Acting Chair Gardias: Thank you. So just listening to this different comments I think that I don't 7 know if you expect any prioritization of those items for your benefit and for conveying this to 8 the Council or this was you heard from the discussion it's enough to formulate some 9 takeaways? If you expect any vote we can of course give it to you, but just before you just 10 suggest anything I’ve been just listening to my colleagues I think that they support a shared use 11 path, but also they support a the bikeway along Loma Verde. So I think it would be a good 12 summary and I think that also I heard Commissioner Waldfogel just supported my thoughts 13 about just larger thinking. Does this adequately summarize our discussion? No, no. I just I 14 zeroed out on Number 1 and Number 4. 15 16 Commissioner Alcheck: [Unintelligible]. 17 18 Acting Chair Gardias: We can do this. 19 20 Mr. Lait: So just so we’re clear. So we're looking for a recommendation that the this 21 Commission would forward on to the to the Council. 22 23 Acting Chair Gardias: Ok. 24 25 Acting Vice-Chair Waldfogel: I mean I'm not sure that I unconditionally would say go forward on 26 any of these. I mean I want to say yes, but I'm just having trouble. I'm having trouble seeing 27 that any one of these as it's presented meets all the objectives. I guess is where, is what I’m 28 struggling over and it's just probably not budget to do something that would meet all the 29 objectives. I'm not sure what that would be, but so that's what I'm struggling over a little bit is 30 what recommendation to forward given that none of these seem to meet the connectivity and 31 recreational objectives. 32 33 Acting Chair Gardias: Thank you. Commissioner Alcheck. You want to [unintelligible]. You 34 don’t want to say anything, that’s fine. 35 36 Commissioner Alcheck: No there's a part of me that wishes that we had a full Commission here 37 to discuss this because there are some other viewpoints that I guess I would really have 38 appreciated hearing, particularly from some of our Commissioners who are more avid bike 39 users locally. Yeah, I mean I think… I wonder if there's a way for us to put forward a Motion 40 where we suggest the attributes that we find most appealing? I mean do you think that that 41 would work? Like for example I think that we've got if I think from a, I'm going to speak on our 42 behalf for a minute. I'm not necessarily saying that, but if for example we suggested that we 43 would support options of spending this capital that included both bike and pedestrian paths 44 and that we had a strong preference for… and our concerns, and these were our concerns. I 45 mean is there a way for us to? 46 City of Palo Alto Page 19 1 Mr. Lait: So yeah, I mean I think I mean I think so, sure. I mean you, we’ve presented some 2 options. If you feel like there's a hybrid or bits and pieces that you want to choose from to 3 articulate where your interests are what you think would be helpful that would be better than 4 nothing. 5 6 Commissioner Alcheck: Alright. So I can try to make a Motion real quick. Before I… Oh, go 7 ahead. 8 9 Commissioner Tanaka: Ok, so yeah. I don't think this is it's like an easy slam dunk decision here 10 because there’s so many pros and cons to each of these options, but for myself here's my 11 thinking and I'll share with the Commissioner [unintelligible] could think about like where this 12 alignment to your own thinking. So with Loma Verde I've actually like that quite a bit so I mean 13 it is bikeable. I mean people bike it today. And sure we could have a lane separation which 14 would be a good step up, but it's not that different from what it is today and we lose parking 15 which is another issue, right? And so if we think about like how do we like if we're going to 16 spend money how do we make it significant? How do we actually, how do we actually kind of 17 make a real difference? The thing that the creek gives us is it gives us a way to reclaim land 18 that we, that otherwise gets idled. That doesn't really being, it's not really being used, right? 19 And so I like that option a lot. The thing I don't like is the price, right? Because we don't have 20 the money for it, but the City I think is forecasting to run a deficit next year which is not good. 21 So it's not like we have money laying around, but if we have to balance that with well if we are 22 going and this is not saying that we're going to put this above all the projects. I think City 23 Council will do that, but for us to evaluate of these different options I think for me it's I think we 24 have to go with an option that involves the creek somehow because if we don't it's like what 25 are we doing here? We're just making a small increment of what's there ready. 26 27 I don't know where the money's going to come from though. I think that's an issue in my mind. 28 And so I'm actually leaning with the Chief Transportation Officials’ professional opinion of the 29 hybrid because I think it reclaims the land. It uses land that we would otherwise be idled. It 30 makes a substantial difference from what we have today. You know, recreational 31 [unintelligible] covered recreational as well as transportation needs. But there are a lot of 32 issues, right? I meant there’s privacy, security, money, right? There’s a lot of cons here but, it 33 does make a big difference in terms of what's it makes it's a it's a incremental step up, not just a 34 small increment. And that's why I like that option even though it's challenging. So that's my 35 opinion. 36 37 Acting Chair Gardias: Just for clarity when you say hybrid, right, you’re alluding to the third 38 bullet point, right? 39 40 Commissioner Tanaka: Correct. 41 42 MOTION 43 44 Acting Chair Gardias: Which [unintelligible] hybrid of the bike and pedestrian. So just I think 45 that Commissioner Alcheck would like to continue, but before I just pass a mike to him I would 46 City of Palo Alto Page 20 like to second the comment that that my colleague, Greg Tanaka, just said. That option along 1 Loma Verde it’s from the expense perspective truly doesn't bring much of the value and then 2 there are some problematic aspects those 67 or 69 driveways that would be crossing those that 3 the bike those might be maybe private driveways and people may know what they do, but I 4 may easily find a counter-argument just saying that if you just do something mechanically every 5 day you may easily just miss somebody coming from your left or right and that's maybe easier 6 riskier than just coming from unknown areas. So that argument may not be true. 7 8 And then just didn't feel well when I was looking at the picture with the planters and thinking 9 that this separation would be, would be truly punctured every several yards pretty much. So 10 from the perspective of the cost and benefit I don't think that there would be [must of] lot of 11 return on the investment. So that's would like that with this comment I wanted to support the 12 thought that my colleague had. 13 14 And… I should make a Motion? Me? That’s fine. So I can make a Motion, but just let’s see so if 15 so I think that the Motion would be like this: that the preference that Commission preference is 16 to continue route along with the creek with the budget constraint, with addressing the budget 17 or the cost constraint. And I think that would be the entire Motion. And I can speak about this 18 what's the budget constraint. It’s like we heard it from Greg Tanaka. 19 20 Mr. Mello: So just to clarify, so it would be a hybrid shared use path option that uses the creek 21 corridor where possible, but is a lower cost than what is shown in the staff report. 22 23 Acting Chair Gardias: I think yes, but it could be addressed differently. My address may be 24 different than then Greg so I will allow him just to speak in a moment, but I would I would 25 propose it to structure it this way that maybe perspectively we will achieve the goal that 26 Commissioner Waldfogel was from talking about when he said about the route Foothill to the 27 when he spoke about a route from Foothills to the Bay. And that doesn’t have to happen 28 within the next couple of years. Maybe it's going to happen within the next several years. That 29 would be my perspective about spreading cost. I don’t know… 30 31 Commissioner Tanaka: So here's what I think we should do. I think our Chief Transportation 32 Official has thought about Hybrid 3. He thinks it’s the best. I listened to all the pros and cons 33 and I actually agree with him. I think it’s probably correct. So I think we can make a Motion to 34 say Bullet 3 and then if there's modification that we should say what the modifications are that 35 we want to that. Or if we want to do something different we should say it, but you have to be 36 pretty specific. If it’s not one of these five bullets we’re going to be pretty specific as to what 37 we’re recommending to City Council. 38 39 Acting Chair Gardias: Yeah so I mean my recommendation was, would be to pretty much 40 continue study that would be a crosstown study that would allow Commission or would allow 41 the whole visibility of the benefits and the cost of the entire route crossing the town, but the 42 implementation would be spread out throughout the years when the certain routes open. So I 43 think that maybe you can just think about this differently that we will just establish a policy to 44 just to build this route, but when it would be accomplished physically it may take pretty much 45 years. 46 City of Palo Alto Page 21 1 Mr. Mello: So Bullet 3 is a hybrid that would include both pedestrian paths and shared use path. 2 We would fit basically whatever is feasible in on each segment. That would likely be phased 3 over a period of time. We wouldn't construct the entire thing all at once. We'd look for 4 opportunities if the Water District is reconstructing a segment then maybe we can work with 5 them to put in a shared use path instead of just a pedestrian path. So that's kind of the outline 6 of Bullet 3. 7 8 I mean assuming Council makes a recommendation when they adopt this our intent would be 9 to move directly into concept planning which would be kind of 15 percent design which is how 10 we've handled the bike boulevard projects. And then after that we would move into final 11 design. So I think what you're recommending is kind of a greater economic cost benefit study 12 which would kind of be separate from the concept planning and the design work that would 13 naturally follow from this. 14 15 Acting Chair Gardias: Yes. 16 17 Mr. Mello: Ok. 18 19 Commissioner Tanaka: So are you making a Motion? 20 21 Acting Chair Gardias: Yes. I think that yes, so this was the Motion. So… 22 23 Commissioner Tanaka: Ok. I mean do you… Ok. Do you want to… Are you looking for a second 24 or are you, is this is concise enough? I mean does everyone understand what the Motion is? 25 26 RESTATED MOTION 27 28 Acting Chair Gardias: Yeah. If it’s not concise enough I can make it shorter. So the Motion 29 would be to recommend to the Council hybrid option, Bullet 3, and expand it as a potential 30 crosstown connector with the long term perspective. 31 32 SECOND 33 34 Commissioner Alcheck: I’ll second that Motion. Can I speak to that second? So I would just I 35 would like our recommendation or our report to reflect that among the five options among the 36 four options that do not include returning the money which I assume not very many people 37 have an appetite for, but among the four options that the hybrid option that we're talking 38 about right now is, has the has the most appeal. I would just like to add that we as I think I 39 speak for all of us and we have a little bit of a concern here about the issues related to privacy 40 and safety. And I think there is a little discomfort here with sort of standing up in strength in 41 support of this option without really taking into consideration those issues. And I guess to 42 some extent we're punting this, but I think that I would like that I would like to… I think that the 43 Council when they make this decision needs to consider very carefully whether or not it's worth 44 that whether or not the benefits are worth the potential issues involved with those concerns. 45 City of Palo Alto Page 22 And that would be in my comment that I hope somehow can be reflected in staff report from 1 the perspective of the Commission. Does anybody have a problem with that? 2 3 Acting Chair Gardias: Would you like to speak? Commissioner Tanaka. 4 5 Commissioner Tanaka: So yeah, so I think, I think that Motion sounds reasonable. So I’ll 6 support that Motion. And I think the problem here is that they all have strong pros and they all 7 have strong cons so it's not like easy to make, but I think to me this seems like the best option 8 of all of them. And but I think I agree with my colleagues that we have to figure out how do we 9 mitigate some of these issues like cost, security, all that kind of stuff, but we've talked about 10 that. 11 12 VOTE 13 14 Acting Chair Gardias: Thank you. With this we have a Motion on the floor. So all in favor? So 15 it's passed unanimously. Thank you. 16 17 MOTION PASSED (4-0-3, Commissioners Downing, Fine, Rosenblum absent) 18 19 Mr. Mello: Thank you. 20 21 Acting Chair Gardias: So this concludes our hearing on this topic. 22 23 Commission Action: Commissioners voted for hybrid approach that would use portions of 24 Matadero Creek and the use of a shared use path where possible. 25 City of Palo Alto | City Clerk's Office | 6/6/2016 8:35 AM 1 Carnahan, David From:Anne Gregory <xagregoryx@yahoo.com> Sent:Thursday, June 02, 2016 2:55 PM To:Council, City Cc:nolans@nolanhome.net; clerk.council@cityofpaloalto.org; Planning Commission; Corrao, Christopher; parksrec.commission@cityofpaloalto.org Subject:comments on Midtown Connector Dear City Council Members, I attended the May 19th Midtown Residents Association meeting, where P.A. City staff and consultant presented plans for possible Midtown Connector(s) using Matadero Creek and/or Loma Verde Ave. Since I am a cyclist and live on Loma Verde Ave near Middlefield I was very interested to see what is being cooked up. Currently I commute to my job at PAMF on Loma Verde, Bryant, the Cal Ave underpass, Park Ave to the path behind Paly. I also cycle in the Baylands using the Embarcadero bike ridge and many roads west of Palo Alto in the foothills. My comments: Matadero Creek: I just don't see this project as being practical. As a cyclist I want the quickest and most direct route to my destination. The plans presented showed the "Connector" meandering back and forth between blocks because of all of the technical and right of way issues. As a pedestrian I don't find myself attracted to walking along a cement waterway. Many at the meeting were asking "What is the point?", especially given the $5M expense and uncertainty of making the idea work. I see that the PTC voted 4-0 to support a "hybrid" option. I'm not sure what that is but I'm skeptical. Loma Verde Ave: I was intrigued by the plans for the Class IV separated bikeway since I use Loma Verde to commute. In particular it would make the east bound commute much safer. West bound, I don't see myself crossing busy Loma Verde to get to the separated bikeway and then crossing back over when I want to turn right on Bryant. Also, someone asked if it would still be legal for cyclists to ride in the auto lanes with the implementation of the Class IV and the answer was yes. We also have children cycling on the sidewalk since the road is perceived as unsafe, in fact my neighbor's son was hit by a car exiting Philz Coffee as he rode on the sidewalk. That raises the specter of bikes in the separated bikeway, car lanes and sidewalk at the same time. Would it possible to just paint the existing Loma Verde bike lanes green and make them 24 hour instead of adding a lot of expensive road furniture? This could mitigate some of the sudden unsignaled U turns in our driveways by Philz customers trying to find parking. As a driver I don't want traffic restricted on Loma Verde Ave for those of us who are obeying the speed limit and stop signs. Loma Verde Ave. has already gotten two new stop signs recently. Can't we have more enforcement? Here's my cycling wish list: Bridges and underpasses for Alma and 101 that don't require cyclists to dismount, as was done with the Homer underpass. All bike lanes painted green with "NO STOPPING NO PARKING BIKES ONLY" etc. signage. Figure out a way to make the Middlefield/Loma Verde Ave intersection much safer for cyclists and pedestrians. City of Palo Alto | City Clerk's Office | 6/6/2016 8:35 AM 2 Improve the bike lane pavement quality at the Churchill and N. California approaches to Alma and on Park. It is atrocious. I spoke to someone in city govt. about this three years ago but it has only gotten worse; unsafe actually. ASAP electrification of Caltrain so that cyclists and peds aren't breathing diesel train exhaust when using the path behind Paly, T&C and PAMF. More enforcement of speed limits, stop signs and other traffic laws on Loma Verde Ave. and Middlefield, really, all over town. Also at the MRA meeting, Ms. Sheri Furman recommended that I contact the city when I mentioned that Google buses are traversing Loma Verde Ave. now. Is this legal? Thank you for listening, Anne Gregory City of Palo Alto (ID # 6956) City Council Staff Report Report Type: Action Items Meeting Date: 6/20/2016 City of Palo Alto Page 1 Summary Title: 567 Maybell T-Map Title: PUBLIC HEARING: 567 Maybell Avenue [15PLN-00270]: Approval of Mitigated Negative Declaration and Tentative Tract Map with Lot Size Exceptions to Subdivide Four Parcels Totaling 2.47 Acres Into 16 Single-Family Lots, Ranging from 5,000 SF to 6,186 SF, and one Parcel for a Private Street. Environmental Assessment: Mitigated Negative Declaration. Zoning Districts: R-2 and RM-15. From: City Manager Lead Department: Planning and Community Environment Recommendation Staff recommends that the City Council: 1. Adopt the Mitigated Negative Declaration (Attachment F); and 2. Approve the Record of Land Use Action, including the Mitigation Monitoring and Reporting Program, for the Tentative Tract Map and related lot size exceptions based on findings and conditions of approval (Attachment B) Executive Summary The project applicant is proposing a subdivision tract map that would allow for the construction of 16 single-family residences on 2.47 acres at the northeast intersection of Maybell Avenue and Clemo Avenue. The project would result in the demolition of four single-family residences constructed between 1953 and 1968; the structures are not historic resources. Five new single- family residences are proposed with access to Maybell Avenue and 11 new single-family residences are proposed with access via a private street to Clemo Avenue. The project is subject to subdivision and architectural review applications. However, only the subdivision request is being processed at this time. The project was the subject of a public hearing before the Planning & Transportation Commission on May 25, 2016. Staff recommended inclusion of a pedestrian path from the interior lots to Maybell Avenue to encourage non-automotive movement to commercial areas, parks and schools. After hearing public testimony, the Commission determined that the pedestrian path was unnecessary and also determined that as designed, the project meets the City of Palo Alto Page 2 applicable zoning requirements, with exceptions requested for lot size and lot dimensions for certain lots. Background The applicant initially submitted applications for Architectural Review and Subdivision in support of a 23-unit residential development in June 2015. As a result of various comments on consistency with the City’s codes and policies and the applicant’s public outreach, the project was revised in December 2015 to only include 16 single-family dwelling units. As a result of this revision, the applicant proposes to move forward with the subdivision request first and then follow up with revised plans for the Architectural Review with the Architectural Review Board (ARB). The PTC reviewed the application request at their May 25, 2016. The staff report and packet is available at: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?BlobID=52513. Most of the discussion focused on a staff recommended pedestrian link between the interior lots to Maybell Avenue. Staff’s position was that it was an opportunity to include an amenity that would have the potential to reduce walking time and encourage non-vehicular movement. Of those members of the public that gave testimony there was overwhelming support for the project as proposed by the applicant and not the pedestrian connection to Maybell Avenue. The Commission recommended approval of the project without the pedestrian connection (4-0) citing that the connection was a good idea, however, it would not benefit a lot of people. Discussion The applicant requests approval of a Tentative Tract Map to create 16 single-family lots. The lots would range in size from 5,000 square feet to 6,186 square feet. The standard is 6,000 square feet and two of the lots would be smaller than the standard. In addition, the standard dimensions are 60’-0” wide by 100’-0” deep and various lots do not meet that standard. Attachment C provides a summary of the project’s compliance with the zoning standards. Lots one through five would have access on Maybell Avenue. Lots two and three would share a driveway and this is also the situation for Lots four and five, so that there would only be three curb cuts for five dwellings along Maybell Avenue. On the interior, a private street is proposed with a sidewalk on one side. This street provides the exclusive access for eleven lots to Clemo Avenue. The project proposes as part of the subdivision to construct a new sidewalk along Maybell Avenue where there is no sidewalk currently. Requested Entitlements, Findings and Purview: The following discretionary applications are being requested: Subdivision (Tentative Map): The process for evaluating this type of application is set forth in Title 21 of the Palo Alto Municipal Code and Government Code Section 66474. Palo Alto Municipal Code Section 21.12.090 requires the Commission to first review whether the City of Palo Alto Page 3 proposed subdivision complies and is consistent with the Subdivision Map Act (in particular Government Code 66474), Title 21 of the Palo Alto Municipal Code, the Palo Alto Comprehensive Plan, and other applicable provisions of the Palo Alto Municipal Code and State law. The Commission’s recommendation is forwarded to the City Council for final approval. Subdivision Map Exceptions: Pursuant to PAMC 21.32, a subdivider may apply for exceptions to any of the requirements and regulations set forth in this title. Such exceptions may be granted only by the City Council after recommendation by the PTC. Application for such exception shall be made by petition of the subdivider, stating fully the grounds of the application and the facts relied upon by the petitioner. Such petition shall be submitted with the tentative or preliminary parcel map for which the exception is requested and shall be reviewed and processed concurrent with said map. The findings and conditions associated with these two discretionary actions are contained in the Draft Record of Land Use Action (Attachment B) and key issues are discussed further below. Neighborhood Character The 2.47 acre site is relatively flat; a portion of the property is zoned R-2 (0.81 acres) and includes four single-family dwellings that front Maybell Avenue; and the other portion of the property is zoned RM-15 (1.65 acres) and is vacant (former orchard) that fronts Clemo Avenue. The property is bounded by two to three-story multi-family dwellings to the north; an eight- story residential tower to the east; Briones Park to the south, and single-family residences to the west. Within the vicinity is Juana Briones Elementary School, Terman Middle School, Gunn High School, the City’s Fire Station #5 and other single-family neighborhoods. Clemo Avenue has no vehicular access to Maybell Avenue, however, pedestrian and bicycle access is allowed. Zoning Compliance1 The subdivision application follows the zoning regulations set forth in the R-2 and RM-15 zone districts, which allow a maximum of two units per 7,500 square feet (R-2) and 15 dwelling units per acre (RM-15). These zoning districts permit single-family dwellings. The proposal for 16 units equates to 6.5 dwelling units per acre and therefore less than the allowed maximum density for the site. The subdivision and project comply with the applicable zoning development standards. According to the City’s Housing Element, a realistic yield of dwellings on the site is 27 units. Traffic and Circulation A Traffic Impact Analysis (TIA) was completed for the project and incorporated as part of the Initial Study/Mitigated Negative Declaration (Attachment F). The TIA analyzed a 23-unit project 1 The Palo Alto Zoning Code is available online: http://www.amlegal.com/codes/client/palo-alto_ca City of Palo Alto Page 4 (the initial project) and a 16-unit project (the current project). In addition, based on initial concerns regarding existing traffic conditions in the vicinity, two site access alternatives are analyzed for each project scenario. Under the 16-unit project, only the Arastradero and Clemo intersection was studied because it is the closest intersection to the project. The trip distribution would remain the same as with the 23-unit proposal, and the amount of trips from the project site would be reduced. The 16-unit project is expected to generate 114 net daily trips, including 9 net trips during the a.m. peak hour and 12 net trips during the p.m. peak hours. Six of those trips would be using the Arastradero and Clemo intersection in the morning peak hour. Under existing conditions (without the project), all study intersections operate at a Level of Service (LOS) D or better in the a.m. and p.m. peak hours, which are acceptable under the City’s thresholds. When including the project, because of the low amount of trips, all study intersections still remain acceptable. There are three schools within the vicinity of the project site. Maybell Avenue, Clemo Avenue and Arastradero Road are considered safe routes to school (Attachment G). Community Comments and Corridor Improvements Throughout the outreach period, community members expressed general traffic safety concerns about traffic on Maybell Avenue and Arastradero Road. There are two roadway projects which will be implemented independent of this project: The Maybell Avenue Bicycle Boulevard (Attachment H) and the Charleston Arastradero Corridor Project. Both projects are approved, funded for construction, and are currently entering final design. The Charleston- Arastradero project proposes widened sidewalks and corner “bulb outs” at Arastradero and Clemo. The Maybell Avenue Bicycle Boulevard project employs a range of traffic calming measures to reduce vehicle speeds. At Maybell Avenue and Amaranta Avenue, the plans propose a “raised intersection” with masonry pavers to reduce vehicle speeds while adding a decorative element to the street. Affordable housing The project is subject to the regulations within PAMC 18.14 (Below Market Rate Housing Program). Based on the project, 2.4 affordable housing units are required to be included in the project, unless determined to be infeasible, and then an in-lieu fee could be paid by the developer to meet the requirements. A condition has been added to the Record of Land Use Action requiring the developer to enter into a Regulatory Agreement prior to recordation of the final map. This agreement will set forth the applicant’s BMR obligations. Palo Alto Subdivision Code Compliance Chapter 21 includes standards for reviewing tentative maps. Because the project includes deviations from the zoning standards for lot size and dimensions, the applicant requests to apply for exceptions pursuant to PAMC 21.32. The applicant included justifications for the City of Palo Alto Page 5 exceptions provided for in Attachment E. Generally, the lots are 6,000 square feet in size and the dimensions are roughly equivalent to the requirements (plus or minus several feet). The proposal includes a substantial amount of lots that are 6,000 square feet. Two of the lots with reduced dimensions are at the end of the private roadway “hammer-head” and are not visible from the public road or park. From the public view along Clemo Avenue or Maybell Avenue, the lots would substantially conform to the surrounding single-family neighborhoods. Based on the zoning, the site could have more density than the project proposes. The applicant proposes the large lot single-family development in part to address resident concerns about a more dense development on this property. Policy Implications The site includes two Comprehensive Plan land use designations and is not subject to any area plan or specific guidelines. The proposed Tentative Map is consistent with the Comprehensive Plan, in that the site is designated as “Single-Family Residential” and “Multi-family Residential,” land use categories that support residential uses. Single-family residential uses are also consistent with the site’s RM-15 and R-2 zoning districts, which do not require minimum densities. The proposed 6.5 dwelling units per acre is well within the prescribed maximum densities. Consistency with other Comprehensive Plan policies is addressed in Attachment B. The site is included in the 2015-2023 Housing Element inventory of housing sites, which indicates a maximum yield of 27. While the project would provide fewer units than the number specified in the Housing Element, the Element’s inventory contained a buffer in excess of the city’s State allocation to account for projects such as this. Public Outreach In addition to public noticing requirements, the project was the subject of two stakeholder meetings (October 22, 2015 and November 4, 2015) conducted by the City and one community meeting (April 14, 2016) conducted by the applicant. In summary, the commenters at the stakeholder meeting objected to high density on the site and had concerns over the traffic that may be attributed to such a project. At the most recent community meeting, it was noted that generally there was no opposition to the 16-unit density and it was acknowledged that the heavy traffic perceived during the mornings is an existing condition. There was some concern about how the trips would leave the site and be distributed throughout the road network. Environmental Review The subject project has been assessed in accordance with the authority and criteria contained in the California Environmental Quality Act (CEQA), the State CEQA Guidelines, and the environmental regulations of the City. Specifically, the project requires adoption of a Mitigated City of Palo Alto Page 6 Negative Declaration (Attachment F) and a Mitigation Monitoring and Reporting Program (included in Attachment B). The Mitigated Negative Declaration was circulated between May 6, 2016 and May 26, 2016 and indicated the potential for significant impacts to biological resources. The site contains a number of existing mature trees and these may be habitat for nesting birds protected under the Migratory Bird Treaty Act. Incorporation of Mitigation Measure BIO-1 would reduce this impact to less than significant. Attachments: Attachment A: Location Map (PDF) Attachment B: RLUA with Findings and Conditions (DOCX) Attachment C: Zoning Compliance (DOCX) Attachment D: Correspondence (DOCX) Attachment E: Applicant's Project Description (PDF) Attachment F: Draft Initial Study and Mitigated Negative Declaration (PDF) Attachment G: Final Briones Walk and Roll Map 2015-12-17 (PDF) Attachment H: Maybell Avenue Bike Boulevard Concept Approved (PDF) Attachment I: Project Plans (PDF) 4151 41474143 4139 4133 4146 628 622 612 4150 4154 4158 619 4169 590 41344136 4138 41444140 4150 638 571 545 4133 4171 4173 4175 4 2 0 5 578 5 7 4 5 7 0 581 579 4 2 0 1 575 5 7 9 5 8 7 4 2 1 5 4 2 2 1 4 2 5 7 7 4 2 0 6 4 2 0 8 4 2 1 2 4 2 1 6 607 4 2 0 2 609 580 600 595 4155 578 576 570 4137 4143 4151 4155 4163 4148 4152 4158 566 564 574 587 575 550 556 562 559 557 564 568 567 566 572 557 560 554 4170 4174 54 538 9 4175 4185 565 567 610 609 AMARA NT A AVENU E NUE MAYB ELL AV E NUE GEO R G ABEL AVENUE MAYBELL AVENUE MAYBELL A VENUE CL EMO AV ENU E AR AS T RAD ER O ROA D IRVEN C AL TA MES A AVE N U STRADERO ROAD S U Z A N N K E L L Y W A Y AR ANTA C OU RT This map is a product of the City of Palo Alto GIS Legend Major Institution/Special Facility Multi-Family Res Public Park Single Family Res Project Site - Lot Lines 0'150' 56 7 - 5 9 5 M a y b e l l A v e n u e Pr o j e c t S i t e Ar e a M a p Pr o p o s e d S i n g l e - F a m i l y De v e l o p m e n t CITY O F PALO A L TO IN C O R P O RATE D C ALIFOR N IA P a l o A l t oT h e C i t y o f A P RIL 16 1894 This document is a graphic representation only of best available sources. The City of Palo Alto assumes no responsibility for any errors. ©1989 to 2016 City of Palo Alto twong, 2013-05-15 13:57:50 (\\cc-maps\gis$\gis\admin\Personal\twong.mdb) Attachment A 5 ATTACHMENT B ACTION NO. 2016-XX DRAFT RECORD OF THE COUNCIL OF THE CITY OF PALO ALTO LAND USE ACTION FOR 567 MAYBELL AVENUE: PRELIMINARY TENTATIVE MAP 15PLN-000270 (YURONG HAN, APPLICANT) At its meeting on June 20, 2016, the City Council of the City of Palo Alto approved the Preliminary Tentative Map for the development of a 16-lot subdivision project with exceptions, making the following findings, determinations and declarations: SECTION 1. Background. The City Council of the City of Palo Alto (“City Council”) finds, determines, and declares as follows: A. On June 15, 2015, Yurong Han on behalf of Golden Gate Homes, LLC applied for a Preliminary Tentative Map with exceptions for the development of a 23-lot subdivision project and subsequently on December 22, 2015 amended its project for the development of a 16-lot subdivision project (“The Project”). B. The project site is comprised of two lots (APN No. 137- 25-108 & -109) of approximately 2.46 acres. The site contains four residential structures. Single-family residential land uses are located adjacent to the lot to the west; multi-family land uses are to the north and east; and a public park is located to the south. C. Following staff review, the Planning and Transportation Commission reviewed the project and recommended approval on May 25, 2016 subject to conditions of approval. SECTION 2. Environmental Review. The City as the lead agency for the Project has determined that the project is subject to environmental review under provisions of the California Environmental Quality Act (CEQA) under Guideline section 15070, Decision to Prepare a Mitigated Negative Declaration. An environmental impact assessment was prepared for the project and it has been determined that there is the potential to have a significant impact on Biological Resources if the project is implemented. However, with incorporation of a mitigation measure, the project would have a less than significant impact on the environment. The Mitigated Negative Declaration was made available for public review beginning May 6, 2016 through May 26, 2016. The Environmental Impact Assessment and Mitigated Negative Declaration are contained as Attachment F. The City Council hereby approves the Mitigated Negative Declaration and incorporates the Mitigation and Monitoring Report attached as Exhibit A into this Record of Land Use. SECTION 3. Preliminary Tentative Map Findings. A legislative body of a city shall deny approval of a Parcel Map, if it makes any of the following findings (California Government Code Section 66474): 1. That the proposed map is not consistent with applicable general and specific plans as specified in Section 65451: 6 The site is consistent with the Comprehensive Plan as described below. 2. That the design or improvement of the proposed subdivision is not consistent with applicable general and specific plans: The Project is consistent with the following Comprehensive Plan policies: Policy L-1: Continue current City policy limiting future urban development to currently developed lands within the urban service area. The Project site is located within the urban growth boundary and the Project is consistent with this policy by continuing the reuse of land within this area; and Policy L-5: Maintain the scale and character of the City. Avoid land uses that are overwhelming and unacceptable due to their size and scale. The Project would allow construction of 16 single- family residential structures, which is a permitted use within the R- 2/RM-15 districts and which is compatible with other R-1 properties in the neighborhood; and Policy L-12: Preserve the character of residential neighborhoods by encouraging new or remodeled structures to be compatible with the neighborhood and adjacent structures. The Project would permit the subsequent construction of 16 single-family residential units, which would be subject to the R-1 site development regulations as the adjacent R-1 sites in the neighborhood. 3. That the site is not physically suitable for the type of development: The Project site is comprised of two large relatively flat lots in a residential neighborhood that would be subdivided into 16 lots for the purposes of single-family development. Each lot would mostly meet the minimum lot size and dimension requirements for R-1 zoned properties. Conditional exceptions are requested for those deviations and those findings are discussed in a later section. The character of the project site is consistent with the neighboring R-1 development. 4. That the site is not physically suitable for the proposed density of development: The project would create 16 lots that mostly meets the minimum lot size and dimensions of the site development regulations for properties using the R-1 Single family Residence development standards. Conditional exceptions are requested. However, the character of the development is consistent with the neighboring R-1 developments. 5. That the design of the subdivision or the proposed improvements are likely to cause substantial environmental damage or substantially and avoidably injure fish or wildlife or their habitat: The Project will not cause environmental damage or injure fish, wildlife, or their habitat, in that while a portion of the property is vacant, it is not adjacent to sensitive habitat areas and mitigation will be incorporated to ensure any potential nesting birds are not harmed. 6. That the design of the subdivision or type of improvements is likely to cause serious public health problems: The Project will not cause serious public health problems, as the environmental concerns have been reviewed in the Mitigated Negative Declaration that was prepared for the subdivision project. 7 7. That the design of the subdivision or the type of improvements will conflict with easements, acquired by the public at large, for access through or use of, property within the proposed subdivision. In this connection, the governing body may approve a map if it finds that alternate easements, for access or for use, will be provided, and that these will be substantially equivalent to ones previously acquired by the public. This subsection shall apply only to easements of record or to easements established by judgment of a court of competent jurisdiction and no authority is hereby granted to a legislative body to determine that the public at large has acquired easements for access through or use of property within the proposed subdivision. There are no easements on the subject property and no off site easement will be affected by the proposed project. SECTION 4. Exception Findings The project proposes exceptions to the zoning standards for lot size, lot width and lot depth for the following and depicted on Tentative Map Golden Gate Homes: Lot Size (less than 6,000 square feet): Lots 14 and 15; Lot Width (less than 60 feet): Lot 8 and Lots 10 – 14; and Lot Depth (less than 100 feet): Lots 1 -7 and Lots 14 – 16. 1. There are special circumstances or conditions affecting the property. There are special circumstances in that the underlying R-2 and RM-15 zoning allows for a higher density project and the proposal is to voluntarily develop in accordance with R-1 standards in an effort to serve the community in which the project is located. The applicant proposes a project that is consistent in character with its surroundings. 2. The exception is necessary for the preservation and enjoyment of a substantial property right of the petitioner. The City of Palo Alto interprets this finding to describe the existence of a hardship in relation to other neighboring properties. The original intent of the applicant was to develop the property to be consistent with the R-2 and RM-15 zoning, which would have included at least 23 dwelling units. It was evident through the process that a compromised plan was needed to reduce opposition and receive support from the community. The proposed project at 16 dwelling units (current project) is below the full potential of the site by ten units and by developing the site with R-1 development standards it is in character with the surrounding R-1 properties. 3. The granting of the exception will not be detrimental to the public welfare or injurious to other property in the territory in which the property is situated. 8 The division of these parcels into 16 separate parcels will not have adverse impacts to other properties in the vicinity. The Mayell fronting properties meet the width, however, do not meet the depth, so from Maybell, the character is similar to those across the street. The smaller lots are on the interior at the end of the private street and not visible from Clemo Avenue. Therefore, the visual impacts will not be significant. The additional dwelling units will add a small amount of traffic and as determined by the project’s Traffic Impact Analysis no intersections in the vicinity will fall below acceptable thresholds for level of service. 4. The granting of the exception will not violate the requirements, goals, policies, or spirit of the law. The granting of the exception is consistent with the goals and policies of the Comprehensive plan as well as the spirit of the law. The subdivision of these parcels only serves to add further consistency to the existing lot pattern thus preserving the character of the neighborhood. The interior lot is zoned RM-15, however, it is not likely that the site will yield multi-family densities given the neighborhood opposition. The subdivision would allow the creation of 16 lots that are more consistent with Palo Alto Municipal Code (“PAMC”) Section 18.12.040. SECTION 5. Preliminary Tentative Map Approval Granted. Preliminary Tentative Map approval is granted by the City Council under PAMC Sections 21.12 and 21.20 and the California Government Code Section 66474, subject to the conditions of approval in Section 7 of this Record. SECTION 6. Tentative Map Approval. The Final Map submitted for review and approval by the City Council shall be in substantial conformance with the Preliminary Tentative Map prepared by BKF Engineers “Tentative Map Golden Gate Homes”, consisting of eleven (11) pages, dated March 3, 2016 except as modified to incorporate the conditions of approval in Section 7. A copy of this plan is on file in the Department of Planning and Community Environment, Current Planning Division. Within two years of the approval date of the Preliminary Tentative Map, the subdivider shall cause the subdivision or any part thereof to be surveyed, and a Tentative Map, as specified in Chapter 21.08, to be prepared in conformance with the Preliminary Tentative Map as conditionally approved, and in compliance with the provisions of the Subdivision Map Act and PAMC Section 21.16 and submitted to the City Engineer (PAMC Section 21.16.010[a]). 7 SECTION 7. Conditions of Approval. Department of Planning and Community Environment Planning Division 1. The applicant shall confirm the location all existing features of the site, including protected and non-protected trees, wells, structures, utilities, and easements to the satisfaction of Public Works, the Planning Division, and any other agency that would have an interest in those features. 2. The owner or designee prior to issuance of any building permit shall pay the applicable Development Impact fees. 3. Below Market Rate (BMR) Housing Requirement: The project is subject to the regulations within PAMC 18.14 (Below Market Rate Housing Program). Based on the project, 2.4 affordable housing units are required to be included in the project. Two of the units must be provided on-site unless the applicant demonstrates the on-site construction is infeasible. The fractional increment shall be paid through in lieu fees at the rate specified in the Municipal Fee Scheduled in affect at the time the fees are paid. Prior to final map recordation, the applicant shall enter into a Regulatory Agreement with the City setting forth their obligation to comply with this condition and PAMC Chapter 18.14. 4. The owner or designee prior to building permit issuance shall submit for review and approval a construction traffic plan and construction phasing plan for development to the City. 5. Applicant or a common-interest development organization is responsible for maintaining on-site utilities, street lighting, paths, roadways, and drainage features to the extent required by the city’s Public Works and Utilities Departments throughout the life of the project. Prior to building permit final, the applicant shall obtain city approval of CC&R’s or other documentation acceptable to the city describing, at minimum the structure of the common interest development organization maintenance responsibilities for the on-site utility mains and services. 6. The development impact fees for this project are estimated to be $1,067,232, California Government Code Section 66020 provides that a project applicant who desires to protest the fees, dedications, reservations, or other exactions imposed on a development project must initiate the protest at the time the development project is approved or conditionally approved or within ninety (90) days after the date that fees, dedications, reservations or exactions are imposed on the Project. Additionally, procedural requirements for protesting these development fees, dedications, reservations and exactions are set forth in Government Code Section 66020. IF YOU FAIL TO INITIATE A PROTEST WITHIN THE 90-DAY PERIOD OR FOLLOW THE PROTEST PROCEDURES DESCRIBED IN GOVERNMENT CODE SECTION 66020, YOU WILL BE BARRED FROM CHALLENGING THE VALIDITY OR REASONABLENESS OF THE FEES, DEDICATIONS, RESERVATIONS, AND EXACTIONS. If these requirements constitute fees, taxes, assessments, dedications, reservations, 8 or other exactions as specified in Government Code Sections 66020(a) or 66021, this is to provide notification that, as of the date of this notice, the 90-day period has begun in which you may protest these requirements. 7. The applicant is hereby notified, as required by Government Code § 66020, that the approved plans, these conditions of approval, and the adopted City fee schedule set forth in Program H3.1.2 of the City of Palo Alto Comprehensive Plan constitute written notice of the description of the dedications, reservations, amount of fees and other exactions related to the project. As of the date of project approval, the 90 day period has begun in which the applicant may protest any dedications, reservations, fees or other exactions imposed by the City. Failure to file a protest in compliance with all of the requirements of Government Code § 66020 will result in a legal bar to challenging the dedications, reservations, fees or other exactions. 8. To the extent permitted by law, the Applicant shall indemnify and hold harmless the City, its City Council, its officers, employees and agents (the “indemnified parties”) from and against any claim, action, or proceeding brought by a third party against the indemnified parties and the applicant to attack, set aside or void, any permit or approval authorized hereby for the Project, including (without limitation) reimbursing the City for its actual attorneys’ fees and costs incurred in defense of the litigation. The City may, in its sole discretion and at Applicant’s expense, elect to defend any such action with attorneys of its own choice. Building Division 9. The existing buildings within the project area shall be demolished prior to recording the map. A separate permit shall be required for the removal of the building. 10. New addresses will be assigned to each lot with the subdivision, following recordation of the subdivision map. The applicant shall file and “Address request Form” and pay the required fee, to the Palo Alto Development Center. Public Works Engineering Department PRIOR TO FINAL MAP APPROVAL 11. Subdivider shall prepare and submit documents per PAMC 21.16.020 along with the Parcel Map. 12. Subdivider shall provide closure calculations and cost estimate for the off-site improvements described above. 13. Subdivider shall revise the Map to include the 10-foot wide street dedication area Public Access Easement along Maybell Avenue. 14. A Subdivision Improvement Agreement is required to secure compliance with condition of approval and security of improvements onsite and offsite per PAMC Section 21.16.220. 15. The Final Map shall include CITY ENGINEER STATEMENT, CITY SURVEYOR STATEMENT, 9 BENEFICIARY STATEMENT, DIRECTOR OF PLANNING AND COMMUNITY ENVIRONMENT STATEMENT and CITY CLERK. 16. The Subdivider shall provide the offer of dedication for the 10-foot strip of land designed for the purpose and use of a public street along Maybell Avenue. 17. City Surveyor and cost recovery. The City of Palo Alto does not currently have a City Surveyor we have retained the services of Siegfried Engineering to review and provide approval on behalf of the City. Siegfried will be reviewing, signing and stamping the Final Map associated with your project. In effort to employ the services of Siegfried Engineering, and as part of the City’s cost recovery measures, the subdivider or designee is required to provide payment to cover the cost of Siegfried Engineering’s review. The Final Map will be forwarded to Siegfried for an initial preliminary review of the documents. Siegfried will then provide a review cost amount based on the complexity of the project and the information shown on the document. We will share this information with the Subdivider once the City receives it and ask that the Subdivider return a copy acknowledging the amount. Subdivider may then provide a check for this amount as payment for the review cost. The City must receive payment prior to beginning the final review process. 18. Provide electronic copies of the documents provided. PRIOR TO FINAL MAP RECORDATION 19. Submit wet signed and stamped mylar copy of the Final Map to the Public Works for signature. Map shall be signed by Owner, Notary and Surveyor prior to formal submittal. 20. Signed Subdivision Improvement Agreement and Security Bonds as described per PAMC 21.16.230. PRIOR TO ISSUANCE OF A BUILDING PERMIT OR GRADING AND EXCAVATION PERMIT 21. Final Map shall be recorded with County Recorder. UTILITIES ELECTRICAL ENGINEERING 22. Applicant shall grant easement to all electric equipment including transformers, switches, electric pull boxes and vaults, electric conduit. 23. All equipment shall be pad mounted, NO underground equipment is allowed. 24. All the weather head shall follow CPAU standard (lower than 18') 25. Applicant shall install, owned and maintain the streetlight system on the private street. These street lights shall be fed through a meter pedestal. 10 Utilities Water Gas Wastewater Department 26. The applicant shall submit a request to disconnect all utility services and/or meters to the existing building including a signed affidavit of vacancy. Utilities will be disconnected or removed within 10 working days after receipt of request. The demolition permit will be issued by the Building Inspection Division after all utility services and/or meters have been disconnected and removed. 27. The applicant shall submit a completed water-gas wastewater service connection application-load sheets for City of Palo Alto Utilities. The applicant must provide all the information requested for utility service demands. 28. The applicant shall be responsible for installing and upgrading the existing services a necessary to handle anticipated peak loads. This responsibility includes all cost associated with design and construction for the installation/upgrade of the utility services. 29. Each parcel shall have its own water service, gas service and sewer lateral connection shown on the plans. 30. All utility installations shall be in accordance with the City of Palo Alto utility standards for water, gas, & wastewater. SECTION 8. Term of Approval. 1. Preliminary Tentative Map. All conditions of approval of the Preliminary Tentative Map shall be fulfilled prior to approval of a Parcel Map (PAMC Section 21.16.010[c]). Unless a Tentative Map is filed, and all conditions of approval are fulfilled within a two- year period from the date of Preliminary Tentative Map approval, or such extension as may be granted, the Preliminary Tentative Map shall expire and all proceedings shall terminate. PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: APPROVED: City Clerk Director of Planning and Community Environment APPROVED AS TO FORM: Senior Asst. City Attorney PLANS AND DRAWINGS REFERENCED: Those plans prepared by BKF Engineers titled “Tentative Map, Golden Gate Homes”, consisting of eleven page, dated March 3, 2016. Exhibit A Mitigation monitoring and Reporting Program The Initial Study-Mitigated Negative Declaration identifies the mitigation measures that will be implemented to reduce the impacts associated with the 567 Maybell Avenue Residential Project. The California Environmental Quality Act (CEQA) requires a public agency to adopt a monitoring and reporting program for assessing and ensuring compliance with any required mitigation measures applied to proposed development. As stated in section 21081.6(a)(1) of the Public Resources Code: ... the public agency shall adopt a reporting or monitoring program for the changes made to the project or conditions of project approval, adopted in order to mitigate or avoid significant effects on the environment. Section 21081.6 also provides general guidelines for implementing mitigation monitoring programs and indicates that specific reporting and/or monitoring requirements, to be enforced during project implementation, shall be defined as part of adopting a mitigated negative declaration. The mitigation monitoring table lists those mitigation measures that may be included as conditions of approval for the project. To ensure that the mitigation measures are properly implemented, a monitoring program has been devised which identifies the timing and responsibility for monitoring each measure. The project applicant will have the responsibility for implementing the measures, and the various City of Palo Alto departments will have the primary responsibility for monitoring and reporting the implementation of the mitigation measures. 3 567 Maybell Avenue Residential Project Initial Study-Mitigated Negative Declaration Mitigation Monitoring and Reporting Plan Mitigation Measure Action Required When Monitoring to Occur Implementation Responsibility Monitoring Responsibility BIOLOGICAL RESOURCES BIO-1 Nesting Bird Protection. To avoid disturbance of nesting and special- status birds, activities related to the project, including, but not limited to, vegetation removal, ground disturbance, and construction and demolition shall occur outside of the bird breeding season (typically February through August in the project region). If construction must begin within the breeding season, then a pre- construction nesting bird survey shall be conducted no more than 3 days prior to initiation of ground disturbance and vegetation removal activities. The nesting bird pre-construction survey shall be conducted within the Project Boundary, including a 300-foot buffer (500-foot for raptors), on foot, and within inaccessible areas (i.e., private lands) afar using binoculars to the extent practical. The survey shall be conducted by a biologist familiar with the identification of avian species known to occur in the area. If nests are found, an avoidance buffer (which is dependent upon the species, the proposed work activity, and existing disturbances associated with land uses outside of the site) shall be determined and demarcated by the biologist with bright orange construction fencing, flagging, construction lathe, or other means to mark the boundary. All construction personnel shall be notified as to the existence of the buffer zone and to avoid entering the buffer zone during the nesting season. No ground disturbing activities shall occur within this buffer until the avian biologist has confirmed that breeding/nesting is completed and the young have fledged the nest. Encroachment into the buffer shall occur only at the discretion of the qualified biologist. If construction work is planned during nesting season, verification of completed surveys will be required. Verification that prescribed mitigation measures are taken including adhering to time delays (due to nesting or breeding season) if species are observed. At least once before work commences . Periodically during initial ground disturbance and/or vegetation removal. Applicant City of Palo Alto 4 ATTACHMENT C ZONING COMPARISON TABLE 567 Maybell Avenue / File No. 15PLN-00270 Table 1: COMPARISON WITH CHAPTER 18.12 (R-1 DISTRICT) per TITLE 18.13.040 (c) Regulation Required Existing Proposed1 Minimum/Maximu m Site Area, Width and Depth 6,000-9,999 sf area, 60 foot width, 100 foot depth 2.46 acres Min 6,000 sf except Lot 14: 5,000 sf Lot 15: 5,682 sf Width varies - Lots 8 and 10 – 13 are less than 60 ft. Depth varies - Lots 1-7 and 14-16 are less than 100 ft. Minimum/Contextu al Front Yard (2) 20 feet or the average setback (18.12.040(e)) 20 feet NA Rear Yard 20 feet 236 feet NA Interior Side Yard 6 feet 6 feet NA Street Side Yard 16 feet 16 feet Special Setback None NA NA Max. Building Height 30 feet or 33 feet for a roof pitch of 12;12 or greater Single-story NA Side Yard Daylight Plane 10 feet at interior side lot line then 45 degree angle NA NA Rear Yard Daylight Plane 16 feet at rear setback line then 60 degree angle NA NA Max. Site Coverage 35% with an additional 5% for covered patio/ overhangs (20,839 sf + 5%) 35% (36,354 sf) max potential Max. Total Floor Area Ratio 45% for first 5,000 sf lot size and 30% for lot size in excess of 5,000 sf (18,612.3 sf) 45% (46,848 sf) max potential Max. House Size 6,000 sf NA Residential Density One unit, except as provided in 18.12.070 Four NA 1. The project is a subdivision and does not include architectural detail for evaluation. Table 2: CONFORMANCE WITH SECTION 18.12.060 for Single-Family Type Required Existing Proposed1 Vehicle Parking 2 spaces per unit, of which one must be covered 8 spaces NA 1. Project is a subdivision and does not include detailed architectural plan for evaluation. Petitioning City of Palo Alto Planning Commission and 6 others SUPPORT REASONABLE DEVELOPMENT PLAN ON MAYBELL/CLEMO IN PALO ALTO (Measure D Follow-Up) Elaine D Palo Alto, CA Change.org ATTACHMENT D WE SUPPORT A REASONABLE DEVELOPMENT PLAN FOR THE MAYBELL/CLEMO PROPERTY IN PALO ALTO. In November 2013, our neighborhood sent a clear signal about reasonable development on the Maybell/Clemo property by defeating Measure D. The passage of Measure D would have given a developer permission to build a 60 high-density apartment complex in addition to 15 single-family homes for a total of 75 housing units at 567-595 Maybell Avenue (later reduced to 12 homes for 72 total housing units). Maybell is a city-designed "Bicycle Boulevard" with higher protections and a school district-supported "Safe Route to School" - but neighbors here daily witness "near-miss" accidents as hundreds of children and teenagers on bikes share space on Maybell, a narrow road with high volumes of automobile and commercial traffic as people rush to get to school and work in the mornings. The residents of Palo Alto were gravely concerned about irresponsible high- density development in a small neighborhood that already encompasses several schools and after-school care programs: Juana Briones Elementary, Juana Briones Orthopedically Handicapped Center, Barron Park Elementary, Terman Middle School, Gunn High School, Barron Park Child-Care Center, Juana Briones Kids Club, in addition to two preschools and a K-8 private school. After countless hours of hearings and meetings, the City did not listen to community concerns, compelling a city-wide referendum vote - the result of which was a resounding NO on the proposed high-density development in 2013. Now it's time for the community to take action again. The current owner and developer of the property, Golden Gate Homes (GGH), originally proposed building 30 homes on the property. However, after working collaboratively with neighborhood residents through community outreach and meetings, GGH has ultimately decided to reduce housing density to 16 single family homes. This is a significant accommodation, and represents close to an 80% density reduction from 72 housing units if Measure D had passed to a REASONABLE & RESPONSIBLE 16 homes for a school-dense area filled with families. GGH has also proposed plans to ensure that each home complies with R-1 parking code requirements with driveways for additional parking, in order to curb any overflow parking on adjacent streets, retention of existing heritage Oak trees on Clemo, R- 1 lot sizes, and an installation of a sidewalk on the Maybell property line to improve pedestrian safety. I SUPPORT GGH'S 16-HOME CIRCULATION PLAN FOR THE MAYBELL/CLEMO PROPERTY (567-595 Maybell Avenue) WHICH EASES TRAFFIC AND SAFETY CONCERNS FOR OUR SCHOOL-AND-FAMILY-POPULATED NEIGHBORHOOD. I DO NOT SUPPORT A CHANGE IN CIRCULATION WHICH WOULD RESULT IN HIGHER-DENSITY HOUSING AND CONSEQUENT NEGATIVE TRAFFIC AND SAFETY IMPACTS. *This petition is NOT an endorsement or representation of the quality of GGH's developments, ONLY for the proposed lower- density plan which GGH created in collaboration and cooperation with neighboring residents. **There will be a Community Meeting on Thursday, April 14 at 6:30pm at Gunn High School Library to discuss the Maybell-Clemo project among neighborhood residents, the developer, and the City of Palo Alto. You can also show your SUPPORT by attending this meeting. Page 1 of 4 Golden Gate Homes LLC 2225 East Bayshore Rd, Suite 200 Palo Alto 94303 Tel: (650) 735-2777 Email: info@goldengatehomes.us Original: January 19, 2016 Updated: February 2, 2016 Updated: March 4, 2016 City of Palo Alto Planning Manager & Staff Department of Planning and Community Environment 250 Hamilton Street, 5th Floor Palo Alto, CA 94303 Tel: (650) 329-2441 Re: 567-595 Maybell Avenue, Palo Alto File# 15PLN-00248 To: Planning Staff and Planning & Transportation Commission: Relative to the Tentative Map submitted to the City on December 22, 2015 by Golden Gate Homes, we provide this letter to formally request Conditional Exceptions per Palo Alto Municipal Code Chapter 21.32. As you know, the Municipal Code allows for exceptions where the approval of such exceptions would secure substantially the objectives of the regulations and protect the general welfare of the community. With the community in support of the Tentative Map as submitted, to create project that substantially complies with the R-1 single family zoning regulations, Golden Gate Homes believes that the findings can be made to support and approve the requested conditional exceptions. Since acquiring the property in April 2014, Golden Gate Homes (GGH) has in good faith undertaken and performed the following: Comprehensively studied all aspects of land use, zoning, neighborhood and circulation alternatives for the site. Participated in or hosted numerous meetings with City Staff and the neighborhood constituencies to further an in-depth understanding of site characteristics and the community. Attachement E Page 2 of 4 Submitted a Preliminary Architectural Review Board (ARB) Application in September 2014 for 30 total dwelling units, consisting of 5 detached single-family units, 9 detached single-family units on small lots and 16 attached duet units. The 5 detached single-family units generally followed R-1 guidelines while the majority of the site used Village Residential guidelines in the RM-15 zone. The site plan offered access points from both Maybell Avenue and Clemo Avenue. Given lack of neighborhood support, the application was subsequently withdrawn in January 2015. After spending additional time and resources working to reduce the density and respond to neighborhood comments, in June 2015 GGH submitted Applications for Major ARB and Major Subdivision (Tentative Map) for 23 total dwelling units (7 fewer than the first application), consisting of 5 detached single-family units and 18 detached single-family units on small lots. The 5 detached single-family units generally followed R-1 guidelines while the majority of the site used Village Residential guidelines in the RM-15 zone. The site plan offered a vehicular access point from Clemo Avenue and a pedestrian and bicycle easement onto Maybell Avenue. Despite generally complying with the underlying zoning for the site, the neighborhood feedback was that this proposal was still too dense. Golden Gate Homes again seriously considered the neighborhood comments and worked to reduce the density, this time well below the allowable density. In December 2015 GGH submitted an updated Tentative Map Application to the City seeking to subdivide 16 lots for detached single-family units that substantially follow R-1 design guidelines. This plan includes 7 fewer units than the June 2015 plan and 14 fewer than the original proposal. The updated plan provides a single access point for 11 units from Clemo Avenue with no pedestrian or bicycle easement directly onto Maybell Avenue. Palo Altans for Sensible Zoning (neighborhood group) submitted a letter on January 7, 2016 indicating support for this plan. The current zoning of R-2 along Maybell and RM-15 on the interior of the site along Clemo Avenue allow a more dense project with smaller lots, but the current proposal seeks to generally follow the R-1 standards. There are two (2) Conditional Exceptions related to R- 1 standards that GGH respectfully requests City Staff, Planning & Transportation Commission and City Council approve: 1. Lot Dimensions. The proposed site complies with R-1 and R-2 standards with a minimum of 6,000 square foot lots; however, the lot dimensions are not a minimum of 60 feet by 100 feet for both zoning classifications. GGH requests that the dimensions as proposed in the Tentative Map be allowed. The dimensions of these lots will not be detrimental to the public welfare. In fact, by creating a project with R-1 sized lots, even ones whose dimensions do not exactly comply with R-1 standards, the community will be benefitted as this is a project the community supports with the look and feel of a single-family development. All other aspects of R-1 will be adhered to, most importantly appropriate setbacks. Page 3 of 4 2. Lot Size. Two of the proposed lots are not the minimum R-1 or R-2 standard size of 6,000 square feet. Lot 14 (which is in the RM-15 zoned property), as identified on the Tentative Map, is 5,000 square feet. Lot 15 is 5,682 square feet. GGH requests these lots be allowed as it does not change the goal of creating a less dense R-1 project on a site where the zoning allows greater density. Sub-6,000 square foot lots of this type exist throughout Palo Alto, and contextually in the corridor between Arastradero and Maybell Avenue where the site is located. These lots would also adhere to required setbacks as all others. By granting the requested Exceptions, it is GGH's opinion that, per code 21.32: “Approval will secure substantially the objectives of the regulations or requirements to which the exceptions are requested”. In subdividing the site into 16 lots, the exceptions will secure a proposed plan that follows substantially the R-1 regulations, i.e. setbacks, building heights, parking, open space, site coverage, etc. The dimensions of the lots will not undermine the objective of the R-1 regulations, nor will the approval of two lots at a smaller lot size. “Shall protect the public health, safety, convenience, and the general welfare and shall be consistent with and implement the policies and objectives of the comprehensive plan”. Please reference the letter of support from Palo Altans for Sensible Zoning (PASZ) regarding general welfare and commentary. Regarding the comprehensive plan, there are guidelines provided for maintaining scale and character of the City (Policy L-5) and promoting compatibility (Policy L-6) where the neighborhood is predominantly R-1 in character. GGH believes that these small exceptions protect the public and achieve the objective of creating a single family development on this site. Specifically, GGH believes that the City can make those findings identified in Municipal Code Section 21.32.020 and PAMC 21.12.050(j) as follows: 1. There are special circumstances or conditions affecting the property. This site is unique as it possesses a political condition where an approved (and far more dense, 75 unit) site plan by a previous owner was defeated through a public referendum. There are special circumstances in that the underlying R-2 and RM-15 zoning allows for a higher density project and the proposal is to voluntarily develop in accordance with R-1 standards in an effort to serve the community in which the project is located. Additionally, with the current support of the neighborhood, GGH believes the City can make the finding that there are special circumstances or conditions affecting the property that support granting the exceptions. 2. The exception is necessary for the preservation and enjoyment of a substantial property right of the petitioner. GGH acquired this property with the full intent to develop for residential uses as zoning would allow (R-2 and RM-15). A considerable amount of time and expense has been taken to arrive at a compromised site plan that GGH, the City and the neighborhood can all agree to move forward. This compromised plan is substantially reduced from allowable Page 4 of 4 development density under the zoning. Approval of the exception would preserve the property right of GGH to develop this property. 3. The granting of the exception will not be detrimental to the public welfare or injurious to other property in the territory in which the property is situated. Again, referencing the letter of support from a key public and neighborhood constituency, PASZ. 4. The granting of the exception will not violate the requirements, goals, policies, or spirit of the law. Aside from lot dimensions and two slightly smaller lot sizes, all other aspects of the code shall be followed related to R-1 standards and substantially are represented in the Tentative Map. The goal and the spirit of an R- 1 project will be captured with this proposal. We appreciate City’s prompt review and consideration of the requested Conditional Exceptions to the Tentative Map. We respectfully request that City Staff: Schedule the application for Planning & Transportation Committee (PTC) calendar. Subject to and subsequent of PTC, schedule to City Council calendar. This project has been in process for a long time and much of that time has been spent working with the various stakeholders to create a winning project. As it now appears this project has broad support, GGH hopes that the City can favorably expedite review of this project. We look forward to continuing to work with the Planning Staff on the review of this application. Please contact us with any questions or further information we may furnish. Best Regards, Yurong Han Manager, Golden Gate Homes LLC Attachment F Initial Study and Mitigated Negative Declaration This document is available for viewing online at: http://www.cityofpaloalto.org/news/displaynews.asp?NewsID=3186&Target=319 Hard copies of IS/MND is available at City Hall, 5th Floor, Planning and Community Environment Department. Suggested Routes Briones Elementary School WALKAND ROLLTO SCHOOL Drive Safely Wear your helmet and buckle it every time. It’s the law. To best protect your brain, your helmet must fi t properly: snug and level on your head, just above your eyebrows. Be predictable. Obey ALL stop signs and traffi c signals. Never ride the wrong way. The best way to avoid bike crashes as well as traffi c tickets is to follow the same rules of the road as apply to car drivers. Be alert. Watch out for drivers turning left or right, or cars coming out of driveways. Avoid car doors opening in front of you by riding out of the door zone. Yield to pedestrians. Be alert. Look for cars coming from all directions before entering the street - including behind you. Cross at corners and crosswalks. This is where drivers expect pedestrians. Don’t assume drivers see you. Make eye contact before crossing intersections. City of Palo Alto Safe Routes to School www.cityofpaloalto.org/saferoutes saferoutes@cityofpaloalto.org 650.329.2156 Bike Safely Walk or Skate Safely BIKE LANE check all directions Slow down and use extra caution in school zones and along commute routes! Signal your turns and yield to pedestrians. Help reduce traffi c congestion near Briones and neighboring schools by carpooling with a neighbor and avoiding the last minute rush whenever possible. Obey adult crossing guards and “No Right Turn on Red” signs posted at designated school intersections. This allows students to cross safely without cars turning through crosswalks. Don’t make U-turns and other unsafe maneuvers that put other road users at risk. When dropping off or picking up your student, follow school guidelines and always ensure that he/she exits or enters the car from the curb side. Never double park, block access ramps or stop where prohibited. Avoid texting, phone calls and other distractions when driving. We welcome volunteers to help with Safe Routes to School events and programs at this school! Contact your PTA or email saferoutes@cityofpaloalto.org. New Street Marking! Cyclists should ride down the center of this “sharrow” symbol to stay outside the “door zone” on streets without bike lanes. Sharrows also remind drivers to watch for cyclists. Parents: Help your student learn how to share the road safely with other users. Children who regularly practice safe walking and biking skills are more likely to make safer choices as teenagers. Obey adult crossing guards. They are there to help everyone cross congested intersections safely. Attachment G 7 (2) 6 (2) 17 (6) 19 (6) 7 (2) 9 (3) 8 (3) 17 (6) I Or m e Los R o b l e s A v e n u e Enc i n a G r a n d e Cle m o Ge o r g i a A v e n u e L o s P a l o s A v e n u e Wi l k i e W a y Pa r k B o u l e v a r d Cha r l e s t o n Roa d Edl e e A v e n u e A m a r a n t a Do n a l d Dri v e Co u l o m b e May b e l l A v e n u e Ara s t r a d e r o Roa d Jam e s R d Ca m p a n a Bak e r Geo r g i a Po m o n a A v e n u e Ricke y s Lane Deod a r Stree t F o o t h i l l E x p r e s s w a y B o l P a r k P a t h El C a m i n o R e a l Al m a S t r e e t Los Altos-Pal o A l t o Bike Path Mi r a n d a A v e n u e Arroy o Cour t Par a d i s e W a y La D o n n a W. M e a d o w D r i v e 1 /2 M i l e 1/4 Mile Briones Elementary School Terman Middle School Gunn High School Barron Park Elementary School Monroe Park Monroe Park Robles Park Briones Park Terman Park 01/41/8 Miles BrionesElementary School WALK AND ROLL TO SCHOOL SUGGESTED ROUTES Pedestrian-Only Access Pedestrian and Bicycle Access Bicycle Parking Multi-use Path & Attendance Area Traffic Signal Parks and Open Space Est. Walking Time (Biking Time) XX (X) Marked Crosswalk Crossing Guard Location Suggested Route (Walking and Biking) School All-Way Stop& Suggested Route (Walking Only)Pedestrian Beacon Vehicle BarrierI The Palo Alto Safe Routes to School Partnership encourages parents and students to use this map to explore options for commuting between home and school. Parents are responsible for choosing the most appropriate option based on their knowledge of conditions on the diff erent routes and the experience level of their student. For more Safe Routes to School information, please visit: www.cityofpaloalto.org/saferoutes Briones Elementary School Briones Elementary School Am a r a n t a A v e n u e Geo r g i a Ave n u e Or m e S t r e e t May b e l l A v e n u e Co u l o m b e Dri v e Inset See Inset Attachment H Attachment I Architectural Drawings Hard copies of the architectural drawings were provided to the Council and are available for viewing at City Hall, 5th Floor, Planning and Community Environment Department. The plans may also be viewed at the following website: Architectural Concept Plans: http://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?BlobID=51792 Tentative Map Plans: http://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?BlobID=51764 City of Palo Alto (ID # 7032) City Council Staff Report Report Type: Action Items Meeting Date: 6/20/2016 City of Palo Alto Page 1 Summary Title: Approval of Contract and Budget Amendment for Golf Course Reconfiguration Project Title: Approval of one Contract and two Contract Amendments: (1) Construction Contract with Wadsworth Golf Construction Company in the Amount of $11,964,620 for the Palo Alto Municipal Golf Course Reconfiguration Project, CIP PG-13003; (2) Deductive Change Order Number 1 With Wadsworth Golf Construction Company in the Amount of $1,191,800, Reflecting Cost Savings; and (3) Amendment Number 2 to Contract C13148028 with Golf Group, Ltd. in the Amount of $125,720 for Construction Support and Environmental Mitigation Monitoring Services; Discussion and Direction to Staff Regarding Updated Pro-Forma and Financing Options; Adoption of Resolution Declaring Intention to Reimburse Expenditures From the Proceeds of Tax-Exempt Obligations (e.g. Certificates of Participation) for a Not-To-Exceed Par Amount of $10.5 Million To Fund a Portion of the Cost of the Palo Alto Municipal Golf Course Reconfiguration Project; and Approval of a Budget Amendment in the General Capital Improvement Fund From: City Manager Lead Department: Public Works Recommendation Staff recommends that Council: 1. Approve, and authorize the City Manager or his designee to execute, the attached contract with Wadsworth Golf Construction Company (Attachment A) in the amount of $11,964,620 for the Palo Alto Municipal Golf Course Reconfiguration Project, Capital Improvement Program Project PG-13003; and 2. Approve, and authorize the City Manager or his designee to execute, the City of Palo Alto Page 2 attached deductive Change Order No. One to the contract with Wadsworth Golf Construction Company (Attachment B) in the amount of $1,191,800 to reflect negotiated cost savings measures to be incorporated into the project; and 3. Authorize the City Manager or his designee to negotiate and execute one or more additional change orders to the contract with Wadsworth Golf Construction Company for related, additional but unforeseen, work which may develop during the project, the total value of which shall not exceed $1,077,282; and 4. Approve, and authorize the City Manager or his designee to execute, Amendment No. Two to Contract No. C13148028 with Golf Group, Ltd. (Attachment C) in the amount of $125,720 for construction support and environmental mitigation monitoring services for the Palo Alto Municipal Golf Course Reconfiguration Project (PG-13003). The amendment includes $52,395 for basic services and $73,325 for additional services. The revised total contract amount is not to exceed $1,127,751, including $831,995 for basic services and $295,756 for additional services; and 5. Adopt the attached Resolution declaring intention to reimburse expenditures from the proceeds of tax-exempt obligations (e.g. Certificates of Participation) for not-to-exceed par amount of $10,500,000 to fund a portion of the cost of the Palo Alto Municipal Golf Course Reconfiguration Project (Attachment D); and 6. Amend the Fiscal Year 2017 Budget Appropriation Ordinance for the General Capital Improvement Fund by either: OPTION 1 a. Increasing the estimate for Other Revenue from financing proceeds in the amount of $2,017,616; b. Increasing the Capital Improvement Program appropriation for the Golf Reconfiguration & Baylands Athletic Center Improvements Project PG-13003 by $2,252,248; and c. Decreasing the Capital Infrastructure Reserve by $234,632. City of Palo Alto Page 3 OR OPTION 2 a. Increasing the estimate for Other Revenue from financing proceeds in the amount of $3,218,955; b. Increasing the Capital Improvement Program appropriation for the Golf Reconfiguration & Baylands Athletic Center Improvements Project PG-13003 by $2,252,248; and c. Increasing the Capital Infrastructure Reserve by $966,707. Background On October 15, 2012, Council awarded a contract to Golf Group, Ltd. (aka Forrest Richardson & Associates) to design a reconfigured Municipal Golf Course, prepare final bid documents (plans, specifications, and cost estimate) for the reconfiguration project, and prepare an Environmental Impact Report (EIR) for the proposed Golf Course modifications based on a conceptual layout plan approved by Council in July 2012. In accordance with the adopted renovation plan, Forrest Richardson prepared construction documents based on a design concept that will reconfigure the Golf Course to conform to its Baylands setting and rebrand the facility as the Baylands Golf Links at Palo Alto. The Golf Course Reconfiguration Project plan modifies all 18 holes of the Golf Course, a portion of the driving range and practice facility, and replaces an outlying restroom facility, while retaining a regulation golf course with a par of 71. The reconfigured Golf Course will incorporate or modify existing low-lying areas into the Golf Course, reduce the area of managed irrigated turf, and introduce areas of native grassland and wetland habitat. The project design has been developed to achieve the following objectives: Create a golf course that provides a more interesting layout for golfers of all levels, with enhanced wildlife habitat, improved wetland areas, and reduced usage of water, pesticides, and maintenance labor for turf and landscaping; Expand recreation areas to satisfy existing and projected needs; Integrate the Golf Course into the Baylands design theme; Mitigate for impacts on the Golf Course resulting from the San Francisquito Creek Joint Powers Authority’s (JPA) flood control project; Improve Golf Course playing conditions – turf, drainage, and irrigation; and Increase rounds of play and expand recreational opportunities. City of Palo Alto Page 4 On June 17, 2013, Council awarded a contract to Don Tucker & Son for the importation and stockpiling of soil for use on the Golf Course Reconfiguration Project. The contractor paid the City for the right to stockpile 365,000 cubic yards for the Golf Course Project at a soil stockpile site on the west side of the Golf Course. The soil importation process, which was completed in late summer 2015, generated $1.2 million that will be used to directly offset the cost of the golf course construction work. Implementation of the Golf Course Reconfiguration Project requires the acquisition of regulatory permits from state and federal resource agencies. Specifically, the project requires a Section 404 Permit from the U.S. Army Corps of Engineers (Corps) (which also involves consultation with the U.S. Fish and Wildlife Service with respect to potential impacts to federally-listed endangered species) and a Section 401 Water Quality Certification from the San Francisco Bay Regional Water Quality Control Board (Water Board). Permit applications for the Golf Course Reconfiguration Project were submitted on December 23, 2013. In order to increase the chances of retaining a qualifed golf course builder to build the project, staff implemented a prequalification process for potential bidders during Fall 2013. Interested contractors submitted information regarding their company with respect to specific golf course construction experience, audited financial statements, ability to provide required bonds and insurance, and on-the- job safety records for staff review. As a primary screening tool, the prequalification criteria required prospective bidders to hold status as Certified Golf Course Builders with the Golf Course Builders Association of America. Contractor submittals were reviewed and scored by staff to identify firms with the requisite experience, financial strength, safety record, and client relations to meet or exceed the minimum scoring criteria. As a result of the pre-qualification process, staff identified four golf course builders who had the exclusive right to submit a bid for the construction of the Golf Course Reconfiguration Project. On February 3, 2014, Council granted discretionary approval for the Site and Design Review application for the Golf Course Reconfiguration Project, certified the final EIR for the project, and adopted a Park Improvement Ordinance reflecting the physical changes being made to the dedicated parkland at the Golf Course. City of Palo Alto Page 5 On February 24, 2014, a notice inviting formal bids (IFB) for the Golf Course Reconfiguration Project was posted at City Hall and sent to the pre-qualified golf course builders. Bids were received from all four pre-qualified contractors on April 15, 2014 and ranged from a low of $8,987,809 to a high of $9,940,488. Council ultimately was forced to reject all bids because the City was not able to secure the regulatory permits needed for project construction within the bid period. Permit acquisition became a much more significant obstacle to progress than staff or its environmental consultant originally anticipated. The state and federal permitting processes were slow and cumbersome, and were complicated by the Golf Course Reconfiguration Project’s location adjacent to and connectivity with the San Francisquito Creek Joint Powers Authority’s (JPA) Bay-to-Highway 101 Flood Protection Project. Staff received a draft Section 401 Water Quality Certification from the Water Board for the Project on June 15, 2016, and the draft Section 404 Permit from the Corps is forthcoming. The two final regulatory permits are expected to be received no later than June 30, thus providing the Golf Course Reconfiguration Project with full authorization to proceed. Staff will provide an update on permit status during its presentation to Council on June 20. Discussion Bid Process On March 1, 2016, staff implemented a second bidder prequalification process in an attempt to identify additional qualified golf course builders who would be eligible to submit bids for construction of the Golf Course Reconfiguration Project. No builders responded to the solicitation, so the original four pre-qualified firms were still the only ones authorized to submit bids for the project. On April 22, 2016, a notice inviting formal bids (IFB) for the Golf Course Reconfiguration Project was posted on the City’s project solicitation web portal and sent to the four pre-qualified golf course builders with a bidding period of 32 days. Bids were received from three of the pre-qualified contractors on May 24, 2016, as listed on the Bid Summary (Attachment E). City of Palo Alto Page 6 Bid Name/Number Palo Alto Municipal Golf Course Reconfiguration Project, Capital Improvement Program Project PG- 13003/IFB # 163847 Proposed Length of Project Through September 11, 2017 Number of Bids Issued to Contractors 4 pre-qualified contractors Total Days to Respond to Bid 32 Pre-Bid Meeting? Yes Number of Company Attendees at Pre- Bid Meeting 4 Number of Bids Received 3 Bid Price Range $11,964,920 to $13,374,960 Staff has reviewed all bids submitted and recommends that the bid of $11,964,620 submitted by Wadsworth Golf Construction Company be accepted and that Wadsworth Golf Construction Company be declared the lowest responsible bidder. Staff recommends that the contract scope of work include the Base Bid only. The low bid is 20% percent above the engineer’s estimate of $9,964,651. The elevated bid prices are attributable to a number of factors: (a) the requirement that the contractor pay prevailing labor wages (which was not in effect during the bid solicitation in 2014); (b) higher construction material costs; and (c) a less competitive bidding environment due to the active economy. In accordance with the provisions of the bid documents, the bids are valid through August 22, 2016. Initial Deductive Contract Change Order As the low bid exceeds the budget established for the Municipal Golf Course Reconfiguration Project CIP, staff has been meeting with the low bidder to identify cost-saving changes that can be made to the project design in order to reduce construction costs without sacrificing project quality or functionality. Based upon discussions with the golf course architect and the low bidder, staff has negotiated a deductive change order that will eliminate or modify several non-essential components of the project without significantly affecting its functionality. For example, cost savings have been achieved by slight reductions in earthwork quantities, green and tee sizes, and cart path width, elimination of the City of Palo Alto Page 7 soil moisture sensors and weather station, and minor modifications to the project specifications without impacting the overall scope and appeal of the new golf course. The change order also incorporates cost-saving value engineering ideas generated by the low bidder including modified fertilizer and soil amendments and alternative sand specifications that will result in further cost reductions. One moderately impactful cost savings item included in the proposed change order is the deferral of a new golf course restroom building. The work to install new sanitary sewer and electrical connections to the site of the new restroom is retained in the contract to facilitate the construction of the restroom at a later date. Inclusion of the restroom building in the proposed construction contract would increase the contract price by $225,000. An existing, but aged restroom will no longer be demolished and will be retained for use. The combination of recommended cost savings measures results in a deductive change order in the amount of $1,191,800. Staff recommends that Council approve, and authorize the City Manager or his designee to execute, the attached deductive Change Order No. One with Wadsworth Golf Construction Company in the amount of $1,191,800 that will be applicable concurrently with the construction contract. As modified by Change Order No. One, the base construction cost is $10,772,820. In addition, staff requests authority to execute future change orders to the contract with Wadsworth Golf Construction Company in the amount of $1,077,282 (which equals 10 percent of the net contract amount following execution of Change Order No. One) for related, additional but unforeseen work which may develop during the project. Therefore, the total construction contract would be $11,850,102. Amendment No. Two to Golf Course Architect Agreement During construction of the Golf Course Reconfiguration Project, there will be a continuing need for the professional services of Golf Course Architect Forrest Richardson and his environmental sub-consultants. Services include construction support services such as review of contractor submittals, responses to requests for information from the construction contractor, construction progress payment and change order review, and periodic site visits by Forrest Richardson to provide design guidance, inspect project progress, and ensure conformance with the Golf Course design aesthetic and functionality. In addition, Dale Siemens, a close City of Palo Alto Page 8 associate of Forrest Richardson with extensive golf course construction experience, will be retained as a subcontractor to serve as an on-site project representative conducting quality control inspections and acting as the liaison between the contractor, City staff, and the Golf Course architect. The final component of the construction stage services is monitoring of the environmental mitigation measures stipulated in the EIR to be implemented during construction of the project. Monitoring tasks, including contractor training, site surveys and implementation of measures for the protection of sensitive plants, birds, wetlands, and cultural and paleontological resources, and other environmental control measures, will be performed by ICF International or Dr. Jeffrey Froke in their role as sub-consultants to Forrest Richardson. Some of the construction stage services described above were incorporated into Amendment No. One to the professional services agreement with Golf Group, Ltd. (aka Forrest Richardson & Associates), which was approved in June 2014. Much of the previously approved construction stage funding included in Amendment No. One was exhausted during the extensive project permitting process. The attached Amendment No. Two includes the supplemental funding needed for construction support services throughout the anticipated project duration. Financial Analysis In order to help assess the potential financial performance of the Golf Course during and after construction, staff entered into a contract with the National Golf Foundation (NGF) in 2012 to provide an independent Return on Investment analysis on the design options and long-range Golf Course plan. The NGF report was updated in 2014 to reflect the new project cost information received during the initial construction bidding process and revised service contracts for golf course management and maintenance. Once again, staff has retained NGF to update the pro-forma to reflect updated project costs and current economic conditions facing the golf course industry. The updated NGF report, pro formas, and sensitivity analysis (Attachment F) discuss the changes in project cost and the resulting changes to the projected future operational profit/loss status of the Golf Course that have occurred since the last Council update in 2014. NGF’s updated analysis does show a modest net attrition in golf participation nationwide, but that our regional area remains a strong golfing market with demographic profiles to support golf including population growth, higher median income, and higher average age. Despite the closure of some area golf courses City of Palo Alto Page 9 due to supply and demand equilibrium and the existence of some local golf courses not able to fully recover overwhelming debt service expenses, NGF reports Palo Alto’s Option G reconfiguration should result in a desirable course with regional draw. NGF estimates the new Golf Course will generate sufficient revenues to cover both operating costs and debt service once the new course has reestablished itself in the region within one to two years after re-opening. Although staff concurs with the overall NGF analysis, there are risks and assumptions which do have the potential to negatively impact the course financially. The re-opening of the reconfigured golf course and rebranding as Baylands Golf Links relies heavily on the course being the highest quality public golf course experience in the region and a local economy that will continue to support high incomes, corporate presence, and visitation to the area. To supplement the reconfigured golf course in providing a superior golf experience resulting in a resurgence of rounds played and revenue, NGF emphasizes pairing with quality control, effective branding, customer service, and cosmetic improvements to the course entryway, buildings, and grounds. Because pro formas are based on some assumptions which we can control, such as pricing and golf course maintenance, and others we cannot, such as weather and the economy, staff asked NGF to run several scenarios of sensitivity analysis representing deviations from a “base” model. The three additional pro forma scenarios reflect a) Number of rounds of golf played reduced to moderately lower than projected performance, continuing a downward trend; b) Average green fees increasing over current fees by less than half the 15% projected increase in the base model; and c) Number of rounds of golf played and average green fees both lower, in combination. Because of the virtually limitless number of combinations, other variables such as fixed operating expenses remain the same as in the base scenario. Table 1 and Table 2 below represent adjusted NGF pro formas for two debt financing scenarios. The dollar amounts listed in the tables are Net Revenue (Loss). Table 1 represents the lowest level of financing and assumes $1.2 million of project soft costs (design, environmental impact report, and attributed staff City of Palo Alto Page 10 salaries and benefits) would be funded by the City’s General Capital Infrastructure Reserve. Table 2 represents a higher level of financing that is inclusive of these $1.2 million in softs costs, assuming no support from the General Capital Infrastructure Reserve. Both tables reflect adjustments to NGF’s pro formas to account for updated financing and debt service amounts from what was provided to NGF to prepare its report. Full details of NGF’s pro formas are contained in their report. (Attachment F) Pro forma scenario assumptions outlined in Table 1 and Table 2: Base assumes 71,000 annual Rounds of Golf, Fee increase of 15% from current fees, and 10% of Revenue set aside for an Operating/Capital Reserve Reduced Rounds assumes 61,000 Rounds of Golf instead of 71,000 Reduced Fees assumes only about half of the 15% fee increase Reduced Rounds and Fees incorporates both of the above Table 1. Net Revenue (Loss) of Base and Three Pro Forma Scenarios in $000s: $8,166,053 Financing w/ $495,529 annual Debt Service FY 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 Base ($842) ($733) $94 $406 $390 $374 $367 $370 $372 $374 Reduced Rounds ($842) ($1,011) ($261) $0 ($22) ($45) ($60) ($67) ($75) ($84) Reduced Fees ($842) ($837) ($45) $247 $229 $210 $200 $189 $187 $184 Reduced Rounds and Fees ($842) ($1,100) ($380) ($136) ($160) ($185) ($203) ($214) ($225) ($238) City of Palo Alto Page 11 Table 2. Net Revenue (Loss) of Base and Three Pro Forma Scenarios in $000s: $9,367,392 Financing w/ $566,484 annual Debt Service FY 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 Base ($842) ($733) $23 $335 $319 $303 $296 $299 $301 $303 Reduced Rounds ($842) ($1,011) ($332) ($71) ($93) ($116) ($131) ($138) ($146) ($155) Reduced Fees ($842) ($837) ($115) $176 $158 $139 $129 $118 $116 $113 Reduced Rounds and Fees ($842) ($1,100) ($451) ($207) ($231) ($256) ($274) ($285) ($296) ($309) Fiscal Years 2017 and 2018 reflect operational losses between $842,000 and $1,100,000 due primarily to course closure and debt service incurred for prior debt issuance from 1998 ($429,020 annual debt service) and new debt issuance costs for the Project. The debt service from the 1998 financing will be retired in Fiscal Year 2018. Also, contained within the pro formas is an annual Operating and Capital Reserve, set at 10% of gross green fee revenue. The adjusted NGF pro forma analysis, especially for the reduced rounds of golf and reduced fee scenarios, shows that there are risks in the ability of the Golf Course to generate revenues sufficient to cover operating and debt service expenses. Should such a scenario emerge, it will be necessary for the City’s General Fund to subsidize Golf Course operations. There are limited cost reduction options once the Golf Course is back in operation. Since the majority of the work will be under contract, the operating expenses will have to be maintained at the recommended level to keep the course in desirable playing condition. In addition, the debt service is a binding legal obligation. It is difficult to predict if a future General Fund subsidy will be needed, but the potential exists. Staff would have to reduce other expenses in non-golf activities to reduce any impacts to General Fund reserves in the event future subsidies are required. The pro formas summarized above and in the NGF report include the full Golf Reconfiguration & Baylands Athletic Center Improvements (PG-13003) costs going forward. As described earlier, the estimated $1.2 million for golf course design, preparation of the Environmental Impact Report, and attributed staff salaries and benefits are not included in the assumed bond financing in Table 1. Also not included in the financial analysis in Table 1 or Table 2 is recovery of the Golf City of Palo Alto Page 12 Course’s estimated losses over Fiscal Years 2014, 2015, and 2016 due to project permitting delays for both the JPA Flood Protection and Golf Course projects, in the amount of $2.2 million in the City’s General Fund. Should the $2.2 million in historical estimated losses be included in the bond financing, annual cost recovery for the Golf Course will be very difficult to attain as the debt service is expected to be higher than what the Golf Course will be able to cover through revenue and would likely result in annual General Fund subsidies to operate the Golf Course. Overall Project Funding Plan In order to minimize financing and administrative expense, staff is planning for the possibility of issuing Certificates of Participation (COPs) in late September or early October 2016 covering both the Golf Course renovation and the purchase of the Hamilton Avenue Post Office (PO). Council will meet on August 27 to consider buying the downtown Post Office. Should Council decide to move forward with this acquisition, escrow would close by the end of September, thereby allowing staff to issue COPs for both projects simultaneously, reducing financing and administrative expense accordingly. Moreover, by combining the COP issues, savings also will be realized for legal, financial and other bond issuance costs. Staff is providing Council with two financing options: 1) have the project cost funded via the General Fund Infrastructure Reserve will all but $1.2 million in project costs reimbursed by the issuance of COPs (Table 1); or 2) have the project cost funded via the General Fund Infrastructure Reserve (IR) with reimbursement of all costs by the issuance of the COPs (Table 2). Either scenario calls for the Golf Course operations to generate the net revenues needed to make the annual debt service, although there is risk of revenues being insufficient to meet future obligations. Project Funding and Certificates of Participation Staff estimates net funding of $9.4 million will be required to complete the Golf Course reconfiguration project, after accounting for outside revenue sources. The City has received $1.2 million in revenue from the importation of soil for the Golf Course reconfiguration and will receive $3.0 million from the San Francisquito Creek JPA as a mitigation payment for impacts to the Golf Course in calendar year 2017. The JPA will reimburse the City after $3.0 million in Flood Protection Project work is completed and it receives that amount in grant reimbursements from the State Department of Water Resources (estimated to be received in FY 2017). City of Palo Alto Page 13 Table 3 shows the breakdown of total capital costs for the Golf Course Reconfiguration Project (including costs already incurred in prior years). Table 4 shows the net amount to be financed through COPs after accounting for receipt of outside reimbursements. Table 3: Breakdown of Golf Course Reconfiguration Project Capital Costs A. Construction Contract (Attachment A) $ 11,964,620 B. Deductive Change Order (Attachment B) (1,191,800) C. Revised Contract $ 10,772,820 D. 10% Contingency 1,077,282 E. Contract Total w/ Contingency $ 11,850,102 F. Construction Support / Monitoring Services (Att C) 125,720 G. Tree Removal Mitigation 220,000 H. Signage 66,000 I. Design and Environmental Impact Report 1,002,031 J. Salary & Benefits 199,308 K. Miscellaneous 84,061 L. Total Capital Costs for Project $ 13,547,222 Table 4: Calculation of Golf Course Reconfiguration Project Costs to be Financed by COPs A. Total Capital Costs for Project $13,547,222 B. Soil Import Revenue ($1,179,830) C. Net Funding Needed for Project $12,367,392 D. JPA Reimbursement ($3,000,000) E. Net Costs of Project to be financed $ 9,367,392 In 2012 Council approved the Golf Reconfiguration Improvements CIP PG-13003, and approximately $1 million has been spent to-date on soft costs for project design, environmental assessment, and permitting. At the time of the printing of this report, the current available CIP balance is estimated at $9.9 million, slightly lower than levels assumed in the development of the FY 2017 Adopted Capital City of Palo Alto Page 14 Budget ($10.3 million). Therefore, the funds needed to award the project, after adjusting for prior year expenditures, is $12.5 million, a variance of $2.6 million from the estimated available CIP balance (a variance of $2.3 million when compared to the FY 2017 Adopted Capital Budget). This increase in cost is recommended to be recovered through additional COP proceeds. A table outlining the necessary FY 2017 budget adjustments is outlined in the Resource Impacts section of this report. As outlined in Table 1 and Table 2 and the recommendation language in this report, there are two potential financing levels. Below is a summary of those options. Staff is requesting Council adopt a reimbursement resolution for a maximum of $10,500,000 to provide some flexibility in case interest rates move from the current estimate to the date of issuance of the COPs. A bond reimbursement resolution is attached (Attachment D) for Council consideration and is recommended for adoption. Option 1 Council may opt to fund the $1.2 million in “soft costs” from the General Capital Infrastructure Reserve. This option would result in a lower financed amount of $9,011,212. The consideration of the lower debt issuance amount is to improve the ability of the reconfigured golf course to achieve full cost recovery once back in operation. The components of this figure are outline below: A. Net project financing of $8,166,053 B. Cost of capitalized interest would be $604,909 Expense to defer debt service payments until golf course opens C. Cost of issuance $240,250 Based on borrowing $8.2 million for 30 years at an estimated 3.51% interest rate, annual average debt service for the Golf Course is estimated at $495,529. Option 2 Council may adopt to include all costs associated with the capital project to be funded through financing, with no draw on the General Capital Infrastructure Reserve. This option would result in an estimated $10,301,541 in financing. The components of this figure are outline below: A. Net project financing of $9,367,392 This estimated net project financing level assumes staff’s recommended City of Palo Alto Page 15 reimbursement to the Infrastructure Reserve for $1.2 million in “soft costs.” This amount includes all of the Golf Course’s project costs (minus soil import revenue and JPA mitigation contribution). B. Capitalized interest $693,899 Expense to defer debt service payments until golf course opens C. Cost of issuance of $240,250 Based on borrowing $9.4 million for 30 years at an estimated 3.51% interest rate, annual average debt service for the Golf Course is estimated at $566,484. Timeline Implementation of the Golf Course Reconfiguration Project is scheduled to conform to the following milestone dates: June 20, 2016 Award of construction contract July 1, 2016 Start of construction Closure of Golf Course for public use Sept/Oct, 2016 Issuance of Certificates of Participation October 1, 2017 Open Baylands Golf Links for public use Staff has received confirmation from Bond Counsel that the City may lawfully issue debt after construction has begun. Resource Impact The construction phase of the project and attributed staff salaries and benefits is estimated at $12.5 million, of which $10.3 million has been appropriated as part of the FY 2017 Adopted Capital Budget which also assumes $3 million in revenue from the San Franscisquito Creek JPA and $1.2 million in revenue from the imported soil. Therefore, staff is requesting an additional $2,252,248 appropriation for Capital Improvement Program Project PG-13003, Golf Course Reconfiguration Project. As previously discussed, the Council has an option to have all funds reimbursed through financing or have the General Capital Infrastructure Reserve (IR) absorb $1.2 million for the soft costs. Should the Council opt to finance the lower level, the $1.2 million draw on the IR could potentially be mitigated by updated FY 2016 City of Palo Alto Page 16 General Fund tax revenue projections. As reference in the Finance Committee 3rd Quarter Financial Report, based on current FY 2016 projections, revenue receipts may reach $1.1 million above assumptions, primarily due to increased property and utility tax revenues. These increased revenues would be transferred between the General Fund and the General Capital Improvement Fund as part of the FY 2016 year end process. The details of the two financing options and the impacts on the FY 2017 Adopted Budget are outlined below. OPTION 1 Prior Year Actuals FY 2017 Adopted Budget Recommended Adjustment FY 2017 Revised Budget PROJECT TOTAL Revenues Soil Imports 1,179,830 0 1,179,830 1,179,830 SF Creek Joint Powers* 2,935,944 0 2,935,944 2,935,944 Financing Proceeds 6,148,437 2,017,616 8,166,053 8,166,053 Total Revenues 10,264,211 2,017,616 12,345,883 12,345,883 Expenses Golf Course Reconfiguration 1,003,979 10,291,001 2,252,248 12,543,249 13,547,222 Impact to IR (234,632) (1,201,339) * It is anticipated that actual reimbursements will be $3.0 million. OPTION 2 Prior Year Actuals FY 2017 Adopted Budget Recommended Adjustment FY 2017 Revised Budget PROJECT TOTAL Revenues Soil Imports 1,179,830 0 1,179,830 1,179,830 SF Creek Joint Powers* 2,935,944 0 2,935,944 2,935,944 Financing Proceeds 6,148,437 3,218,955 9,367,392 9,367,392 Total Revenues 10,264,211 3,218,955 13,547,222 13,547,222 Expenses Golf Course Reconfiguration 1,003,979 10,291,001 2,252,248 1,543,249 13,547,222 Impact to IR 966,707 0 * It is anticipated that actual reimbursements will be $3.0 million. City of Palo Alto Page 17 Environmental Review An Environmental Impact Report (EIR) was prepared to evaluate the proposed potential impacts of the Palo Alto Municipal Golf Course Reconfiguration Project and to identify the appropriate mitigation measures in accordance with the provisions of the California Environmental Quality Act (CEQA). Council, acting on behalf of the City of Palo Alto in its role as lead agency for purposes of CEQA, adopted a resolution on February 3, 2014, certifying the final EIR for the project. Attachments: Attachment A - Contract (PDF) Attachment B - Deductive Change Order (PDF) Attachment C - Contract Amendment (PDF) Attachment D - Resolution Golf Course COPs Reimbursement (PDF) Attachment E - Bid Summary (PDF) Attachment F - NGF Palo Alto Report - 2016 Final Version (PDF) Invitation for Bid (IFB) Package 1 Rev. April 27, 2016 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT Contract No. C16163847 City of Palo Alto Palo Alto Municipal Golf Course Reconfiguration Project Invitation for Bid (IFB) Package 2 Rev. April 27, 2016 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT TABLE OF CONTENTS SECTION 1 INCORPORATION OF RECITALS AND DEFINITIONS…………………………………….…………..6 1.1 Recitals…………………………………………………………………………………………………………………….6 1.2 Definitions……………………………………………………………………………………………………………….6 SECTION 2 THE PROJECT………………………………………………………………………………………………………...6 SECTION 3 THE CONTRACT DOCUMENTS………………………………………………………………………………..7 3.1 List of Documents…………………………………………………………………………………………….........7 3.2 Order of Precedence……………………………………………………………………………………………......7 SECTION 4 CONTRACTOR’S DUTY…………………………………………………………………………………………..8 4.1 Contractor's Duties…………………………………………………………………………………………………..8 SECTION 5 PROJECT TEAM……………………………………………………………………………………………………..8 5.1 Contractor's Co-operation………………………………………………………………………………………..8 SECTION 6 TIME OF COMPLETION…………………………………………………………………………………….......8 6.1 Time Is of Essence…………………………………………………………………………………………………….8 6.2 Commencement of Work…………………………………………………………………………………………8 6.3 Contract Time…………………………………………………………………………………………………………..8 6.4 Liquidated Damages…………………………………………………………………………………………………8 6.4.1 Other Remedies……………………………………………………………………………………………………..9 6.5 Adjustments to Contract Time………………………………………………………………………………….9 SECTION 7 COMPENSATION TO CONTRACTOR……………………………………………………………………….9 7.1 Contract Sum……………………………………………………………………………………………………………9 7.2 Full Compensation……………………………………………………………………………………………………9 SECTION 8 STANDARD OF CARE……………………………………………………………………………………………..9 8.1 Standard of Care…………………………………………………………………………………..…………………9 SECTION 9 INDEMNIFICATION…………………………………………………………………………………………..…10 9.1 Hold Harmless……………………………………………………………………………………………………….10 9.2 Survival…………………………………………………………………………………………………………………10 SECTION 10 NON-DISCRIMINATION……..………………………………………………………………………………10 10.1 Municipal Code Requirement…………….………………………………..……………………………….10 SECTION 11 INSURANCE AND BONDS.…………………………………………………………………………………10 Invitation for Bid (IFB) Package 3 Rev. April 27, 2016 CONSTRUCTION CONTRACT 11.1 Evidence of Coverage…………………………………………………………………………………………..10 SECTION 12 PROHIBITION AGAINST TRANSFERS…………………………………………………………….…11 12.1 Assignment………………………………………………………………………………………………………….11 12.2 Assignment by Law.………………………………………………………………………………………………11 SECTION 13 NOTICES …………………………………………………………………………………………………………….11 13.1 Method of Notice …………………………………………………………………………………………………11 13.2 Notice Recipents ………………………………………………………………………………………………….11 13.3 Change of Address……………………………………………………………………………………………….12 SECTION 14 DEFAULT…………………………………………………………………………………………………………...12 14.1 Notice of Default………………………………………………………………………………………………….12 14.2 Opportunity to Cure Default…………………………………………………………………………………12 SECTION 15 CITY'S RIGHTS AND REMEDIES…………………………………………………………………………..13 15.1 Remedies Upon Default……………………………………………………………………………………….13 15.1.1 Delete Certain Services…………………………………………………………………………………….13 15.1.2 Perform and Withhold……………………………………………………………………………………..13 15.1.3 Suspend The Construction Contract…………………………………………………………………13 15.1.4 Terminate the Construction Contract for Default………………………………………………13 15.1.5 Invoke the Performance Bond………………………………………………………………………….13 15.1.6 Additional Provisions……………………………………………………………………………………….13 15.2 Delays by Sureties……………………………………………………………………………………………….13 15.3 Damages to City…………………………………………………………………………………………………..14 15.3.1 For Contractor's Default…………………………………………………………………………………..14 15.3.2 Compensation for Losses…………………………………………………………………………………14 15.4 Suspension by City……………………………………………………………………………………………….14 15.4.1 Suspension for Convenience……………………………………………………………………………..14 15.4.2 Suspension for Cause………………………………………………………………………………………..14 15.5 Termination Without Cause…………………………………………………………………………………14 15.5.1 Compensation………………………………………………………………………………………………….15 15.5.2 Subcontractors………………………………………………………………………………………………..15 15.6 Contractor’s Duties Upon Termination………………………………………………………………...15 SECTION 16 CONTRACTOR'S RIGHTS AND REMEDIES……………………………………………………………16 16.1 Contractor’s Remedies……………………………………..………………………………..………………….16 Invitation for Bid (IFB) Package 4 Rev. April 27, 2016 CONSTRUCTION CONTRACT 16.1.1 For Work Stoppage……………………………………………………………………………………………16 16.1.2 For City's Non-Payment…………………………………………………………………………………….16 16.2 Damages to Contractor………………………………………………………………………………………..16 SECTION 17 ACCOUNTING RECORDS………………………………………………………………………………….…16 17.1 Financial Management and City Access………………………………………………………………..16 17.2 Compliance with City Requests…………………………………………………………………………….17 SECTION 18 INDEPENDENT PARTIES……………………………………………………………………………………..17 18.1 Status of Parties……………………………………………………………………………………………………17 SECTION 19 NUISANCE……………………………………………………………………………………………………….…17 19.1 Nuisance Prohibited……………………………………………………………………………………………..17 SECTION 20 PERMITS AND LICENSES…………………………………………………………………………………….17 20.1 Payment of Fees…………………………………………………………………………………………………..17 SECTION 21 WAIVER…………………………………………………………………………………………………………….17 21.1 Waiver………………………………………………………………………………………………………………….17 SECTION 22 GOVERNING LAW AND VENUE; COMPLIANCE WITH LAWS……………………………….18 22.1 Governing Law…………………………………………………………………………………………………….18 22.2 Compliance with Laws…………………………………………………………………………………………18 22.2.1 Palo Alto Minimum Wage Ordinance…………….………………………………………………….18 SECTION 23 COMPLETE AGREEMENT……………………………………………………………………………………18 23.1 Integration………………………………………………………………………………………………………….18 SECTION 24 SURVIVAL OF CONTRACT…………………………………………………………………………………..18 24.1 Survival of Provisions……………………………………………………………………………………………18 SECTION 25 PREVAILING WAGES………………………………………………………………………………………….18 SECTION 26 NON-APPROPRIATION……………………………………………………………………………………….19 26.1 Appropriation………………………………………………………………………………………………………19 SECTION 27 AUTHORITY……………………………………………………………………………………………………….19 27.1 Representation of Parties…………………………………………………………………………………….19 SECTION 28 COUNTERPARTS………………………………………………………………………………………………..19 28.1 Multiple Counterparts………………………………………………………………………………………….19 SECTION 29 SEVERABILITY……………………………………………………………………………………………………19 29.1 Severability………………………………………………………………………………………………………….19 SECTION 30 STATUTORY AND REGULATORY REFERENCES …………………………………………………..19 Invitation for Bid (IFB) Package 5 Rev. April 27, 2016 CONSTRUCTION CONTRACT 30.1 Amendments of Laws…………………………………………………………………………………………..19 SECTION 31 WORKERS’ COMPENSATION CERTIFICATION………………………………………………….….19 31.1 Workers Compensation…………………………………………………………………………………….19 SECTION 32 DIR REGISTRATION AND OTHER SB 854 REQUIREMENTS………………………………..…20 32.1 General Notice to Contractor…………………………………………………………………………….20 32.2 Labor Code section 1771.1(a)…………………………………………………………………………….20 32.3 DIR Registration Required…………………………………………………………………………………20 32.4 Posting of Job Site Notices…………………………………………………………………………………20 32.5 Payroll Records…………………………………………………………………………………………………20 Invitation for Bid (IFB) Package 6 Rev. April 27, 2016 CONSTRUCTION CONTRACT CONSTRUCTION CONTRACT THIS CONSTRUCTION CONTRACT entered into on June 20, 2016 (“Execution Date”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation ("City"), and Wadsworth Golf Construction Company ("Contractor"), is made with reference to the following: R E C I T A L S: A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. Contractor is a Corporation duly organized and in good standing in the State of Delaware, Contractor’s License Number 455877 and Department of Industrial Relations Registration Number 1000029901. Contractor represents that it is duly licensed by the State of California and has the background, knowledge, experience and expertise to perform the obligations set forth in this Construction Contract. C. On April 22, 2016, City issued an Invitation for Bids (IFB) to contractors for the Palo Alto Municipal Golf Course Reconfiguration Project (“Project”). In response to the IFB, Contractor submitted a Bid. D. City and Contractor desire to enter into this Construction Contract for the Project, and other services as identified in the Contract Documents for the Project upon the following terms and conditions. NOW THEREFORE, in consideration of the mutual promises and undertakings hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually agreed by and between the undersigned parties as follows: SECTION 1 INCORPORATION OF RECITALS AND DEFINITIONS. 1.1 Recitals. All of the recitals are incorporated herein by reference. 1.2 Definitions. Capitalized terms shall have the meanings set forth in this Construction Contract and/or in the General Conditions. If there is a conflict between the definitions in this Construction Contract and in the General Conditions, the definitions in this Construction Contract shall prevail. SECTION 2 THE PROJECT. The Project is the Palo Alto Municipal Golf Course Reconfiguration Project, located at 1875 Embarcadero Road, Palo Alto, CA. 94303. Invitation for Bid (IFB) Package 7 Rev. April 27, 2016 CONSTRUCTION CONTRACT SECTION 3 THE CONTRACT DOCUMENTS. 3.1 List of Documents. The Contract Documents (sometimes collectively referred to as “Agreement” or “Bid Documents”) consist of the following documents which are on file with the Purchasing Division and are hereby incorporated by reference. 1) Change Orders 2) Field Orders 3) Contract 4) Bidding Addenda 5) Special Provisions 6) General Conditions 7) Project Plans and Drawings 8) Technical Specifications 9) Instructions to Bidders 10) Invitation for Bids 11) Contractor's Bid/Non-Collusion Declaration 12) Reports listed in the Contract Documents 13) Public Works Department’s Standard Drawings and Specifications (most current version at time of Bid) 14) Utilities Department’s Water, Gas, Wastewater, Electric Utilities Standards (most current version at time of Bid) 15) City of Palo Alto Traffic Control Requirements 16) City of Palo Alto Truck Route Map and Regulations 17) Notice Inviting Pre-Qualification Statements, Pre-Qualification Statement, and Pre- Qualification Checklist (if applicable) 18) Performance and Payment Bonds 3.2 Order of Precedence. For the purposes of construing, interpreting and resolving inconsistencies between and among the provisions of this Contract, the Contract Documents shall have the order of precedence as set forth in the preceding section. If a claimed inconsistency cannot be resolved through the order of precedence, the City shall have the sole power to decide which document or provision shall govern as may be in the best interests of the City. Invitation for Bid (IFB) Package 8 Rev. April 27, 2016 CONSTRUCTION CONTRACT SECTION 4 CONTRACTOR’S DUTY. 4.1 Contractor’s Duties Contractor agrees to perform all of the Work required for the Project, as specified in the Contract Documents, all of which are fully incorporated herein. Contractor shall provide, furnish, and supply all things necessary and incidental for the timely performance and completion of the Work, including, but not limited to, provision of all necessary labor, materials, equipment, transportation, and utilities, unless otherwise specified in the Contract Documents. Contractor also agrees to use its best efforts to complete the Work in a professional and expeditious manner and to meet or exceed the performance standards required by the Contract Documents. SECTION 5 PROJECT TEAM. 5.1 Contractor’s Co-operation. In addition to Contractor, City has retained, or may retain, consultants and contractors to provide professional and technical consultation for the design and construction of the Project. The Contract requires that Contractor operate efficiently, effectively and cooperatively with City as well as all other members of the Project Team and other contractors retained by City to construct other portions of the Project. SECTION 6 TIME OF COMPLETION. 6.1 Time Is of Essence. Time is of the essence with respect to all time limits set forth in the Contract Documents. 6.2 Commencement of Work. Contractor shall commence the Work on the date specified in City’s Notice to Proceed. 6.3 Contract Time. Work hereunder shall begin on the date specified on the City’s Notice to Proceed and shall be completed not later than September 11, 2017. within calendar days () after the commencement date specified in City’s Notice to Proceed. By executing this Construction Contract, Contractor expressly waives any claim for delayed early completion. 6.4 Liquidated Damages. Pursuant to Government Code Section 53069.85, if Contractor fails to achieve Substantial Completion of the entire Work within the Contract Time, including any approved extensions thereto, City may assess liquidated damages on a daily basis for each day of Unexcused Delay in achieving Substantial Completion, based on the amount of Three Thousand Five Hundred dollars ($3500) per day, or as otherwise specified in the Special Provisions. Liquidated damages may also be separately assessed for failure to meet milestones specified elsewhere in the Contract Documents, regardless of impact on the time for achieving Substantial Completion. The assessment of liquidated damages is not a penalty but considered to be a reasonable Invitation for Bid (IFB) Package 9 Rev. April 27, 2016 CONSTRUCTION CONTRACT estimate of the amount of damages City will suffer by delay in completion of the Work. The City is entitled to setoff the amount of liquidated damages assessed against any payments otherwise due to Contractor, including, but not limited to, setoff against release of retention. If the total amount of liquidated damages assessed exceeds the amount of unreleased retention, City is entitled to recover the balance from Contractor or its sureties. Occupancy or use of the Project in whole or in part prior to Substantial Completion, shall not operate as a waiver of City’s right to assess liquidated damages. 6.4.1 Other Remedies. City is entitled to any and all available legal and equitable remedies City may have where City’s Losses are caused by any reason other than Contractor’s failure to achieve Substantial Completion of the entire Work within the Contract Time. 6.5 Adjustments to Contract Time. The Contract Time may only be adjusted for time extensions approved by City and memorialized in a Change Order approved in accordance with the requirements of the Contract Documents. SECTION 7 COMPENSATION TO CONTRACTOR. 7.1 Contract Sum. Contractor shall be compensated for satisfactory completion of the Work in compliance with the Contract Documents the Contract Sum of Eleven Million Nine Hundred Sixty-Four Thousand Six Hundred Twenty Dollars ($11,964,620). [This amount includes the Base Bid and Additive Alternates N/A.] 7.2 Full Compensation. The Contract Sum shall be full compensation to Contractor for all Work provided by Contractor and, except as otherwise expressly permitted by the terms of the Contract Documents, shall cover all Losses arising out of the nature of the Work or from the acts of the elements or any unforeseen difficulties or obstructions which may arise or be encountered in performance of the Work until its Acceptance by City, all risks connected with the Work, and any and all expenses incurred due to suspension or discontinuance of the Work, except as expressly provided herein. The Contract Sum may only be adjusted for Change Orders approved in accordance with the requirements of the Contract Documents. SECTION 8 STANDARD OF CARE. 8.1 Standard of Care. Contractor agrees that the Work shall be performed by qualified, experienced and well-supervised personnel. All services performed in connection with this Construction Contract shall be performed in a manner consistent with the standard of care under California law applicable to those who specialize in providing such services for projects of the type, scope and complexity of the Project. Invitation for Bid (IFB) Package 10 Rev. April 27, 2016 CONSTRUCTION CONTRACT SECTION 9 INDEMNIFICATION. 9.1 Hold Harmless. To the fullest extent allowed by law, Contractor will defend, indemnify, and hold harmless City, its City Council, boards and commissions, officers, agents, employees, representatives and volunteers (hereinafter individually referred to as an “Indemnitee” and collectively referred to as "Indemnitees"), through legal counsel acceptable to City, from and against any and liability, loss, damage, claims, expenses (including, without limitation, attorney fees, expert witness fees, paralegal fees, and fees and costs of litigation or arbitration) (collectively, “Liability”) of every nature arising out of or in connection with the acts or omissions of Contractor, its employees, Subcontractors, representatives, or agents, in performing the Work or its failure to comply with any of its obligations under the Contract, except such Liability caused by the active negligence, sole negligence, or willful misconduct of an Indemnitee. Contractor shall pay City for any costs City incurs to enforce this provision. Except as provided in Section 9.2 below, nothing in the Contract Documents shall be construed to give rise to any implied right of indemnity in favor of Contractor against City or any other Indemnitee. Pursuant to Public Contract Code Section 9201, City shall timely notify Contractor upon receipt of any third-party claim relating to the Contract. 9.2 Survival. The provisions of Section 9 shall survive the termination of this Construction Contract. SECTION 10 NON-DISCRIMINATION. 10.1 Municipal Code Requirement. As set forth in Palo Alto Municipal Code section 2.30.510, Contractor certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. Contractor 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 will comply with all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. SECTION 11 INSURANCE AND BONDS. 11.1 Evidence of coverage. Within ten (10) business days following issuance of the Notice of Award, Contractor shall provide City with evidence that it has obtained insurance and shall submit Performance and Payment Bonds satisfying all requirements in Article 11 of the General Conditions. Invitation for Bid (IFB) Package 11 Rev. April 27, 2016 CONSTRUCTION CONTRACT SECTION 12 PROHIBITION AGAINST TRANSFERS. 12.1 Assignment. City is entering into this Construction Contract in reliance upon the stated experience and qualifications of the Contractor and its Subcontractors set forth in Contractor’s Bid. Accordingly, Contractor shall not assign, hypothecate or transfer this Construction Contract or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any assignment, hypothecation or transfer without said consent shall be null and void, and shall be deemed a substantial breach of contract and grounds for default in addition to any other legal or equitable remedy available to the City. 12.2 Assignment by Law. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor or of any general partner or joint venturer or syndicate member of Contractor, if the Contractor is a partnership or joint venture or syndicate or co-tenancy shall result in changing the control of Contractor, shall be construed as an assignment of this Construction Contract. Control means more than fifty percent (50%) of the voting power of the corporation or other entity. SECTION 13 NOTICES. 13.1 Method of Notice. All notices, demands, requests or approvals to be given under this Construction Contract shall be given in writing and shall be deemed served on the earlier of the following: (i) On the date delivered if delivered personally; (ii) On the third business day after the deposit thereof in the United States mail, postage prepaid, and addressed as hereinafter provided; (iii) On the date sent if sent by facsimile transmission; (iv) On the date sent if delivered by electronic mail; or (v) On the date it is accepted or rejected if sent by certified mail. 13.2 Notice to Recipients. All notices, demands or requests (including, without limitation, Change Order Requests and Claims) from Contractor to City shall include the Project name and the number of this Construction Contract and shall be addressed to City at: To City: City of Palo Alto City Clerk 250 Hamilton Avenue P.O. Box 10250 Palo Alto, CA 94303 Copy to: City of Palo Alto Public Works Administration 250 Hamilton Avenue Palo Alto, CA 94301 Attn: Joe Teresi AND [Include Construction Manager, If Applicable.] Invitation for Bid (IFB) Package 12 Rev. April 27, 2016 CONSTRUCTION CONTRACT City of Palo Alto Utilities Engineering 250 Hamilton Avenue Palo Alto, CA 94301 Attn: In addition, copies of all Claims by Contractor under this Construction Contract shall be provided to the following: Palo Alto City Attorney’s Office 250 Hamilton Avenue P.O. Box 10250 Palo Alto, California 94303 All Claims shall be delivered personally or sent by certified mail. All notices, demands, requests or approvals from City to Contractor shall be addressed to: Wadsworth Golf Construction Company 600 North 195th Avenue Buckeye, Az 85326 Attn: Patrick Karnick 13.3 Change of Address. In advance of any change of address, Contractor shall notify City of the change of address in writing. Each party may, by written notice only, add, delete or replace any individuals to whom and addresses to which notice shall be provided. SECTION 14 DEFAULT. 14.1 Notice of Default. In the event that City determines, in its sole discretion, that Contractor has failed or refused to perform any of the obligations set forth in the Contract Documents, or is in breach of any provision of the Contract Documents, City may give written notice of default to Contractor in the manner specified for the giving of notices in the Construction Contract, with a copy to Contractor’s performance bond surety. 14.2 Opportunity to Cure Default. Except for emergencies, Contractor shall cure any default in performance of its obligations under the Contract Documents within two (2) Days (or such shorter time as City may reasonably require) after receipt of written notice. However, if the breach cannot be reasonably cured within such time, Contractor will commence to cure the breach within two (2) Days (or such shorter time as City may reasonably require) and will diligently and continuously prosecute such cure to completion within a reasonable time, which shall in no event be later than ten (10) Days after receipt of such written notice. Invitation for Bid (IFB) Package 13 Rev. April 27, 2016 CONSTRUCTION CONTRACT SECTION 15 CITY'S RIGHTS AND REMEDIES. 15.1 Remedies Upon Default. If Contractor fails to cure any default of this Construction Contract within the time period set forth above in Section 14, then City may pursue any remedies available under law or equity, including, without limitation, the following: 15.1.1 Delete Certain Services. City may, without terminating the Construction Contract, delete certain portions of the Work, reserving to itself all rights to Losses related thereto. 15.1.2 Perform and Withhold. City may, without terminating the Construction Contract, engage others to perform the Work or portion of the Work that has not been adequately performed by Contractor and withhold the cost thereof to City from future payments to Contractor, reserving to itself all rights to Losses related thereto. 15.1.3 Suspend The Construction Contract. City may, without terminating the Construction Contract and reserving to itself all rights to Losses related thereto, suspend all or any portion of this Construction Contract for as long a period of time as City determines, in its sole discretion, appropriate, in which event City shall have no obligation to adjust the Contract Sum or Contract Time, and shall have no liability to Contractor for damages if City directs Contractor to resume Work. 15.1.4 Terminate the Construction Contract for Default. City shall have the right to terminate this Construction Contract, in whole or in part, upon the failure of Contractor to promptly cure any default as required by Section 14. City’s election to terminate the Construction Contract for default shall be communicated by giving Contractor a written notice of termination in the manner specified for the giving of notices in the Construction Contract. Any notice of termination given to Contractor by City shall be effective immediately, unless otherwise provided therein. 15.1.5 Invoke the Performance Bond. City may, with or without terminating the Construction Contract and reserving to itself all rights to Losses related thereto, exercise its rights under the Performance Bond. 15.1.6 Additional Provisions. All of City’s rights and remedies under this Construction Contract are cumulative, and shall be in addition to those rights and remedies available in law or in equity. Designation in the Contract Documents of certain breaches as material shall not waive the City’s authority to designate other breaches as material nor limit City’s right to terminate the Construction Contract, or prevent the City from terminating the Agreement for breaches that are not material. City’s determination of whether there has been noncompliance with the Construction Contract so as to warrant exercise by City of its rights and remedies for default under the Construction Contract, shall be binding on all parties. No termination or action taken by City after such termination shall prejudice any other rights or remedies of City provided by law or equity or by the Contract Documents upon such termination; and City may proceed against Contractor to recover all liquidated damages and Losses suffered by City. 15.2 Delays by Sureties. Time being of the essence in the performance of the Work, if Contractor’s surety fails to arrange for completion of the Work in accordance with the Performance Bond, within seven (7) calendar days from the date of the notice of termination, Contractor’s surety shall be deemed to have waived its right to complete the Work under the Contract, and City may immediately make arrangements for the completion of the Work through use of its own forces, by hiring a replacement contractor, or by any other means that City determines advisable under the circumstances. Contractor and its surety shall be jointly and severally Invitation for Bid (IFB) Package 14 Rev. April 27, 2016 CONSTRUCTION CONTRACT liable for any additional cost incurred by City to complete the Work following termination. In addition, City shall have the right to use any materials, supplies, and equipment belonging to Contractor and located at the Worksite for the purposes of completing the remaining Work. 15.3 Damages to City. 15.3.1 For Contractor's Default. City will be entitled to recovery of all Losses under law or equity in the event of Contractor’s default under the Contract Documents. 15.3.2 Compensation for Losses. In the event that City's Losses arise from Contractor’s default under the Contract Documents, City shall be entitled to deduct the cost of such Losses from monies otherwise payable to Contractor. If the Losses incurred by City exceed the amount payable, Contractor shall be liable to City for the difference and shall promptly remit same to City. 15.4 Suspension by City 15.4.1 Suspension for Convenience. City may, at any time and from time to time, without cause, order Contractor, in writing, to suspend, delay, or interrupt the Work in whole or in part for such period of time, up to an aggregate of fifty percent (50%) of the Contract Time. The order shall be specifically identified as a Suspension Order by City. Upon receipt of a Suspension Order, Contractor shall, at City’s expense, comply with the order and take all reasonable steps to minimize costs allocable to the Work covered by the Suspension Order. During the Suspension or extension of the Suspension, if any, City shall either cancel the Suspension Order or, by Change Order, delete the Work covered by the Suspension Order. If a Suspension Order is canceled or expires, Contractor shall resume and continue with the Work. A Change Order will be issued to cover any adjustments of the Contract Sum or the Contract Time necessarily caused by such suspension. A Suspension Order shall not be the exclusive method for City to stop the Work. 15.4.2 Suspension for Cause. In addition to all other remedies available to City, if Contractor fails to perform or correct work in accordance with the Contract Documents, City may immediately order the Work, or any portion thereof, suspended until the cause for the suspension has been eliminated to City’s satisfaction. Contractor shall not be entitled to an increase in Contract Time or Contract Price for a suspension occasioned by Contractor’s failure to comply with the Contract Documents. City’s right to suspend the Work shall not give rise to a duty to suspend the Work, and City’s failure to suspend the Work shall not constitute a defense to Contractor’s failure to comply with the requirements of the Contract Documents. 15.5 Termination Without Cause. City may, at its sole discretion and without cause, terminate this Construction Contract in part or in whole upon written notice to Contractor. Upon receipt of such notice, Contractor shall, at City’s expense, comply with the notice and take all reasonable steps to minimize costs to close out and demobilize. The compensation allowed under this Paragraph 15.5 shall be the Contractor’s sole and exclusive compensation for such termination and Contractor waives any claim for other compensation or Losses, including, but not limited to, loss of anticipated profits, loss of revenue, lost opportunity, or other consequential, direct, indirect or incidental damages of any kind resulting from termination without cause. Termination pursuant to this provision does not relieve Contractor or its sureties from any of their obligations for Losses arising from or related to the Work performed by Contractor. Invitation for Bid (IFB) Package 15 Rev. April 27, 2016 CONSTRUCTION CONTRACT 15.5.1 Compensation. Following such termination and within forty-five (45) Days after receipt of a billing from Contractor seeking payment of sums authorized by this Paragraph 15.5.1, City shall pay the following to Contractor as Contractor’s sole compensation for performance of the Work : .1 For Work Performed. The amount of the Contract Sum allocable to the portion of the Work properly performed by Contractor as of the date of termination, less sums previously paid to Contractor. .2 For Close-out Costs. Reasonable costs of Contractor and its Subcontractors: (i) Demobilizing and (ii) Administering the close-out of its participation in the Project (including, without limitation, all billing and accounting functions, not including attorney or expert fees) for a period of no longer than thirty (30) Days after receipt of the notice of termination. .3 For Fabricated Items. Previously unpaid cost of any items delivered to the Project Site which were fabricated for subsequent incorporation in the Work. .4 Profit Allowance. An allowance for profit calculated as four percent (4%) of the sum of the above items, provided Contractor can prove a likelihood that it would have made a profit if the Construction Contract had not been terminated. 15.5.2 Subcontractors. Contractor shall include provisions in all of its subcontracts, purchase orders and other contracts permitting termination for convenience by Contractor on terms that are consistent with this Construction Contract and that afford no greater rights of recovery against Contractor than are afforded to Contractor against City under this Section. 15.6 Contractor’s Duties Upon Termination. Upon receipt of a notice of termination for default or for convenience, Contractor shall, unless the notice directs otherwise, do the following: (i) Immediately discontinue the Work to the extent specified in the notice; (ii) Place no further orders or subcontracts for materials, equipment, services or facilities, except as may be necessary for completion of such portion of the Work that is not discontinued; (iii) Provide to City a description in writing, no later than fifteen (15) days after receipt of the notice of termination, of all subcontracts, purchase orders and contracts that are outstanding, including, without limitation, the terms of the original price, any changes, payments, balance owing, the status of the portion of the Work covered and a copy of the subcontract, purchase order or contract and any written changes, amendments or modifications thereto, together with such other information as City may determine necessary in order to decide whether to accept assignment of or request Contractor to terminate the subcontract, purchase order or contract; (iv) Promptly assign to City those subcontracts, purchase orders or contracts, or portions thereof, that City elects to accept by assignment and cancel, on the most favorable terms reasonably possible, all subcontracts, purchase orders or contracts, or portions thereof, that City does not elect to accept by assignment; and (v) Thereafter do only such Work as may be necessary to preserve and protect Work already in progress and to protect materials, plants, and equipment on the Project Site or in transit thereto. Upon termination, whether for cause or for convenience, the provisions of the Contract Documents remain in effect as to any Claim, indemnity obligation, warranties, guarantees, Invitation for Bid (IFB) Package 16 Rev. April 27, 2016 CONSTRUCTION CONTRACT submittals of as-built drawings, instructions, or manuals, or other such rights and obligations arising prior to the termination date. SECTION 16 CONTRACTOR'S RIGHTS AND REMEDIES. 16.1 Contractor’s Remedies. Contractor may terminate this Construction Contract only upon the occurrence of one of the following: 16.1.1 For Work Stoppage. The Work is stopped for sixty (60) consecutive Days, through no act or fault of Contractor, any Subcontractor, or any employee or agent of Contractor or any Subcontractor, due to issuance of an order of a court or other public authority other than City having jurisdiction or due to an act of government, such as a declaration of a national emergency making material unavailable. This provision shall not apply to any work stoppage resulting from the City’s issuance of a suspension notice issued either for cause or for convenience. 16.1.2 For City's Non-Payment. If City does not make pay Contractor undisputed sums within ninety (90) Days after receipt of notice from Contractor, Contractor may terminate the Construction Contract (30) days following a second notice to City of Contractor’s intention to terminate the Construction Contract. 16.2 Damages to Contractor. In the event of termination for cause by Contractor, City shall pay Contractor the sums provided for in Paragraph 15.5.1 above. Contractor agrees to accept such sums as its sole and exclusive compensation and agrees to waive any claim for other compensation or Losses, including, but not limited to, loss of anticipated profits, loss of revenue, lost opportunity, or other consequential, direct, indirect and incidental damages, of any kind. SECTION 17 ACCOUNTING RECORDS. 17.1 Financial Management and City Access. Contractor shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management under this Construction Contract in accordance with generally accepted accounting principles and practices. City and City's accountants during normal business hours, may inspect, audit and copy Contractor's records, books, estimates, take-offs, cost reports, ledgers, schedules, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to this Project. Contractor shall retain these documents for a period of three (3) years after the later of (i) Final Payment or (ii) final resolution of all Contract Disputes and other disputes, or (iii) for such longer period as may be required by law. Invitation for Bid (IFB) Package 17 Rev. April 27, 2016 CONSTRUCTION CONTRACT 17.2 Compliance with City Requests. Contractor's compliance with any request by City pursuant to this Section 17 shall be a condition precedent to filing or maintenance of any legal action or proceeding by Contractor against City and to Contractor's right to receive further payments under the Contract Documents. City many enforce Contractor’s obligation to provide access to City of its business and other records referred to in Section 17.1 for inspection or copying by issuance of a writ or a provisional or permanent mandatory injunction by a court of competent jurisdiction based on affidavits submitted to such court, without the necessity of oral testimony. SECTION 18 INDEPENDENT PARTIES. 18.1 Status of parties. Each party is acting in its independent capacity and not as agents, employees, partners, or joint ventures’ of the other party. City, its officers or employees shall have no control over the conduct of Contractor or its respective agents, employees, subconsultants, or subcontractors, except as herein set forth. SECTION 19 NUISANCE. 19.1 Nuisance Prohibited. Contractor shall not maintain, commit, nor permit the maintenance or commission of any nuisance in connection in the performance of services under this Construction Contract. SECTION 20 PERMITS AND LICENSES. 20.1 Payment of Fees. Except as otherwise provided in the Special Provisions and Technical Specifications, The Contractor shall provide, procure and pay for all licenses, permits, and fees, required by the City or other government jurisdictions or agencies necessary to carry out and complete the Work. Payment of all costs and expenses for such licenses, permits, and fees shall be included in one or more Bid items. No other compensation shall be paid to the Contractor for these items or for delays caused by non-City inspectors or conditions set forth in the licenses or permits issued by other agencies. SECTION 21 WAIVER. 21.1 Waiver. A waiver by either party of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character. Invitation for Bid (IFB) Package 18 Rev. April 27, 2016 CONSTRUCTION CONTRACT SECTION 22 GOVERNING LAW AND VENUE; COMPLIANCE WITH LAWS. 22.1 Governing Law. This Construction Contract shall be construed in accordance with and governed by the laws of the State of California, and venue shall be in a court of competent jurisdiction in the County of Santa Clara, and no other place. 22.2 Compliance with Laws. Contractor shall comply with all applicable federal and California laws and city laws, including, without limitation, ordinances and resolutions, in the performance of work under this Construction Contract. 22.2.1 Palo Alto Minimum Wage Ordinance. Contractor shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be 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, Contractor 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, Contractor shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060. SECTION 23 COMPLETE AGREEMENT. 23.1 Integration. This Agreement represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral. This Agreement may be amended only by a written instrument, which is signed by the parties. SECTION 24 SURVIVAL OF CONTRACT. 24.1 Survival of Provisions. The provisions of the Construction Contract which by their nature survive termination of the Construction Contract or Final Completion, including, without limitation, all warranties, indemnities, payment obligations, and City’s right to audit Contractor’s books and records, shall remain in full force and effect after Final Completion or any termination of the Construction Contract. SECTION 25 PREVAILING WAGES. This Project is not subject to prevailing wages. Contractor is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7, if the public works contract does not include a project of $25,000 or less, when the project is for construction work, or the contract does not include a project of $15,000 or less, when the project is for alteration, demolition, repair, or maintenance (collectively, ‘improvement’) work. Or Contractor is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work Invitation for Bid (IFB) Package 19 Rev. April 27, 2016 CONSTRUCTION CONTRACT in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the Purchasing Division’s office of the City of Palo Alto. Contractor shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. SECTION 26 NON-APPROPRIATION. 26.1 Appropriations. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that the City does not appropriate funds for the following fiscal year for this event, 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 Construction Contract 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 27 AUTHORITY. 27.1 Representation of Parties. The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities. SECTION 28 COUNTERPARTS 28.1 Multiple Counterparts. This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement. SECTION 29 SEVERABILITY. 29.1 Severability. In case a provision of this Construction Contract is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected. SECTION 30 STATUTORY AND REGULATORY REFERENCES. 30.1 Amendments to Laws. With respect to any amendments to any statutes or regulations referenced in these Contract Documents, the reference is deemed to be the version in effect on the date that the Contract was awarded by City, unless otherwise required by law. SECTION 31 WORKERS’ COMPENSATION CERTIFICATION. 31.1 Workers Compensation. Pursuant to Labor Code Section 1861, by signing this Contract, Contractor certifies as follows: Invitation for Bid (IFB) Package 20 Rev. April 27, 2016 CONSTRUCTION CONTRACT “I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the Work on this Contract.” SECTION 32 DIR REGISTRATION AND OTHER SB 854 REQUIREMENTS. 32.1 General Notice to Contractor. City requires Contractor and its listed subcontractors to comply with the requirements of SB 854. 32.2 Labor Code section 1771.1(a) City provides notice to Contractor of the requirements of California Labor Code section 1771.1(a), which reads: “A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contactor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.” 32.3 DIR Registration Required. City will not accept a bid proposal from or enter into this Construction Contract with Contractor without proof that Contractor and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. 32.4 Posting of Job Site Notices. City gives notice to Contractor and its listed subcontractors that Contractor is required to post all job site notices prescribed by law or regulation and Contractor is subject to SB 854-compliance monitoring and enforcement by DIR. 32.5 Payroll Records. City requires Contractor and its listed subcontractors to comply with the requirements of Labor Code section 1776, including: (i) Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, Contractor and its listed subcontractors, in connection with the Project. (ii) The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of Contractor and its listed subcontractors, respectively. Invitation for Bid (IFB) Package 21 Rev. April 27, 2016 CONSTRUCTION CONTRACT (iii) At the request of City, acting by its project manager, Contractor and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of City’s request. City requests Contractor and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project. (iv) If the certified payroll records are not produced to the project manager within the 10-day period, then Contractor and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and City shall withhold the sum total of penalties from the progress payment(s) then due and payable to Contractor. This provision supplements the provisions of Section 15 hereof. (v) Inform the project manager of the location of contractor’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records. IN WITNESS WHEREOF, the parties have caused this Construction Contract to be executed the date and year first above written. CITY OF PALO ALTO ____________________________ Purchasing Manager City Manager APPROVED AS TO FORM: ____________________________ City Attorney or designee APPROVED: ____________________________ Public Works Director CONTRACTOR By:___________________________ Name:________________________ Title:__________________________ Date: _________________________ GOLF COURSE RECONFIGURATION PROJECT ‐ CIP PG‐13003 No cost change:N/A Increase cost by $0.00 days Decrease cost by ‐$1,191,800.00 •days Excusable Delay •days Compensable Delay days The date of completion as of this change order is Unit Price(s) Lump sum CONTRACT CHANGE ORDER CITY OF PALO ALTO DEPARTMENT: PUBLIC WORKS ENGINEERING SERVICES Contract Change Order #1 C16163847 This change order will: Change Order: Project Title: Contract Number: GOLF COURSE RECONFIGURATION PROJECT WADSWORTH GOLF CONSTRUCTION COMPANY Description of Work to be Performed: Incorporates Field Order Number(s): The low bid received for the project exceeded the available project budget. Staff and the golf course architect negotiated the terms of this change order with the low bidder to reduce the cost of this project without compromising the quality and functionality of the reconfigured golf course. The contract modifications listed below are necessary to lower the project cost to within the available project budget. See attached itemization of the cost savings proposals accepted by the City. N/A Contractor: Project No.: Date: PG‐13003 June 20, 2016 1 This change order will: Description of Change Order Background Information: Change Order Justification: Basis for change in cost: Compensation for Compensable Delay Time and Materials G/L account number (s): Monday, September 11, 2017 Cost Increase time by Decrease time by No change time Time PAGE 1 OF 6 CONTRACT CHANGE ORDER – REV. FEBRUARY 2013 Contract Change Order -continued CONTRACTOR aRT1FlCAnON: By sisning below, Contractor agrees that this Change Order constitutes full resolution, settlement. accord and satisfaction with respect to any and all pendlll8 or future Claims for cost and extensions of time that were asserted, or that could have been asserted. in connection with the wort covered by this Chal'l8e Order, as more fully set forth in Artic~ 1 of the Contract General Conditions. FAILURE TO EXeCUTE: If Contractor fails to promptly execute this Change Order after it has been submitted for Contractor's siBnature, the City may unllateralty approve this (hallie Order as set forth in Article 1 of the Contract General Conditions. Contractor may dispute the terms of a unilaterall.,approved Chanle Order, in whole or in part, by submitting a Claim in accordance with the Dispute Resolution Procedures set forth herein within fourteen (14) days after the Change Order is approved by the City I(Contractor fails to submit a Claim within that 14-day period, with respect to all or part of the unilaterally·approved Change Order, those portions of the Change Order which have not been disputed by timely submiSSion of a Claim shall be deemed to have the same effect as if the Change Order was fulty executed by both parties as set forth above. Ac.a!pted for Contractor: , / Accepted for City of Pa~ Alto: By: 4 '/~ ~ ....... BV: Tide: Patrick " . k KarnlC , Preside nt Title: Senior Enlineer, Public Worb Engineerlns Services Date: June 7, 2016 Date: Scope of Work , • ;5 " ~ ;;; • il: 0 0 Description Amount Rea~nforCha",e ~ Net effect of all chanses on attached list ·$I,191.soo.00 Cost savings implemented to bring project cost within available budget. Total for this chanle order .$1,191,800.00 PAGE 2 OF6 CONTRACT OiANGE ORDER -RfV. FEBRUARY 20U By: Date: By: Date: By: Date: Title:Assistant Director, Public Work Engineering Title:Mike Sartor Signature required on all change orders Signature required when any individual Change Order exceeds $10,000. Director of Public Works Brad Eggleston City Approval ‐ Department Head Document Preparation Senior Engineer Joe Teresi Title: City Approval ‐ Division Head Summary of Amounts Payable Under Contract (For Internal Purposes Only) Change orders shall not be initiated for Council‐approved contracts if the revised contract total exceeds the total authorized funding amount. Original Contract Amount: Previous Change Orders: This Change Order: Revised Contract Amount: 11,964,620.00$ ‐$ ‐$ 1,077,282.00$ 10,772,820.00$ ‐$ 1,077,282.00$ 11,850,102.00$ Contract Change Order ‐ Continued Contingency: Contingency added: Used to date: Balance remaning: Original Contract Authorization: Contract Amendement Authorizations: Contingency Authorizations: Total Authorized Funding: Compare to: 1,077,282.00$ ‐$ (1,191,800.00)$ 10,772,820.00$ PAGE 3 OF 6 CONTRACT CHANGE ORDER – REV. FEBRUARY 2013 PALO ALTO MUNICIPAL GOLF COURSE RECONFIGURATION PROJECT Value Engineering Cost Savings Proposal by Wadsworth Golf Construction Company DEDUCTIVE CHANGE ORDER #1 JUNE 7, 2016 Bid Item #Description Value Engineering Idea Cost Adjustment 6 Existing Feature & Restroom Removal Ex. Restroom to remain (5,000.00)$ 8 Existing Turf Removal Disc Ex. Turf in lieu of Strip & Bury (20,000.00)$ 11 Imported Fill Distribution of Stockpile to be adjusted *(100,000.00)$ 15 4" Perforated Pipe Reduce Quantity by 50% Proposal Qnty Qnty Reduction Unit Cost 17,800 ‐8,900 10.00$ (89,000.00)$ 6" Solid Pipe Reduce Quantity by 15% Proposal Qnty Qnty Reduction Unit Cost 27,640 ‐4,000 10.50$ (42,000.00)$ 20 Modified Greens Construction Reduce Gravel Layer: 4" to 3"(30,000.00)$ Reduce Mix Layer: 12" to 11"(30,000.00)$ Increase Tile Spacing to 25'(20,000.00)$ Reduce Green Area by an average of 10%(40,000.00)$ 21 Modified Tee Construction 4" Screened Sand in lieu of Specified Sand (45,000.00)$ Reduce Tee Area by an average of 10%(7,000.00)$ 22 Modified Bunker Construction Reduce Bunker Area by 10%(18,000.00)$ 23 Irrigation Eliminate Soil Sensors Proposal Qnty Qnty Reduction Unit Cost 44 ‐44 1,850.00$ (81,400.00)$ Delete weather station (10,000.00)$ 31 Cart and Foot Paths ‐ Concrete Decrease width at Fairways from 7' to 6.5' ** net change (45,760.00)$ Increase Expansion Joint Spacing : 25' to 100' (20,000.00)$ 35‐37 Fertilizer & Amendment Package Revise specification for native areas ***(40,000.00)$ 40 Grassing ‐ Fairways & Roughs Reduce Quantity by 6 Acres Proposal Qnty Qnty Reduction Unit Cost 16 ‐6 28,185.00$ (169,110.00)$ 41 Grassing ‐ Tees, Fairways & Roughs Increase Quantity by 6 Acres (In place of Sod) Proposal Qnty Qnty Addition Unit Cost 62 6 6,620.00$ 39,720.00$ 47 Youth Area Fence Delete fence; City to construct separately (40,000.00)$ 52 New Synthetic Turf Delete synthetic turf (200,000.00)$ Irrigation system modification allowance 15,000.00$ 53 Restroom Building Defer new restroom building (225,000.00)$ 54 Sewer Discharge System Sewer line only ‐ no connections included ****(750.00)$ 55 Electrical System Electric conduit only ‐ no connections *****(18,500.00)$ Allowance for Plugging Wetlands Allowance ‐ final price to be negotiated ******50,000.00$ TOTAL POTENTIAL COST ADUSTMENTS (1,191,800.00)$ WADSWORTH BID PROPOSAL 11,964,620.00$ TOTAL POTENTIAL ADJUSTED COST 10,772,820.00$ * = The proposed cost reduction is based on raising the proposed grades within the existing stockpile area by approximately two (2) vertical feet in an effort to reduce the amount of material required to be hauled from the stockpile. In conjuction, the proposed grades on the remainder of the golf course would be adjusted to account for the decreased quantity of fill material. Globally, the quantity equates to reducing the proposed fill by approximately three inches. Wadsworth Golf and the Design Team would work together to manage the reduced fill. This Item would subsequently become a LUMP SUM PRICE of $1,638,800.00. ** = Quantity Reduction of 214,000 sf @$4.84/sf = $1,035,760 Quantity Addition of 200,000 sf @ $4.95/sf = $990,000 Net Deduction of $45,760 *** = The proposed cost reduction is based on a revised fertilizer and amendment package as agreed upon by the Design Team for the Native Areas only. **** = The proposed cost reduction is based on installing the force main sewer line ONLY and capping both ends of the sewer line with no connections at either end. ***** = The proposed cost reduction is based on installing the electrical conduit ONLY and capping both ends of the conduit for future use. ****** =New requirement to vegetate a portion of the Baylands native areas with additional plant species and to plug some of the plants with dee pot‐sized specimens. The $50,000 is an allowance; final price will be negotiated with the Contractor. 6/7/2016 DocuSign Envelope ID: 4209E41D-9476-4780-8595-5BA9624F8529 1 Revision April 28, 2014 AMENDMENT NO. TWO TO CONTRACT NO. C13148028 BETWEEN THE CITY OF PALO ALTO AND GOLF GROUP, LTD. This Amendment No. Two to Contract No. C13148028 (“Contract”) is entered into June 7, 2016 by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and GOLF GROUP, LTD., an Arizona corporation authorized to do business in the State of California, dba FORREST RICHARDSON & ASSOCIATES, located at 2337 East Orangewood Avenue, Phoenix, AZ 85020 (“CONSULTANT”). R E C I T A L S A. The Contract was entered into between the parties for the provision of golf course architecture and environmental services for the design of the Palo Alto Municipal Golf Course Reconfiguration Project. B. The parties wish to amend the Contract to increase the scope of services to include additional construction stage services and environmental mitigation monitoring services and increase compensation. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the parties agree: SECTION 1. Section 1, SCOPE OF SERVICES is hereby amended to read as follows: “CONSULTANT shall perform the Services described in the attached Exhibit “A-3” as an addition to the Scope of Services described in Exhibits “A”, “A-1”, and “A-2” of the amended Contract and 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. Section 4, NOT TO EXCEED COMPENSATION is hereby amended to read as follows: “The compensation to be paid to CONSULTANT for performance of the Basic Services described in Exhibit “A-3” in addition to the compensation for performance of the Basic Services described in Exhibits “A”, “A-1”, and “A-2” of the amended Contract, including payment for professional services and reimbursable expenses, shall not exceed eight hundred thirty-one thousand nine hundred ninety-five dollars ($831,995). In the event Additional Services are authorized, the total compensation for services and additional services and reimbursable expenses shall not exceed one million one hundred twenty-seven thousand seven hundred fifty-one dollars ($1,127,751). The applicable labor rates are set out in Exhibit “C-1” of the original Contract. 2 Revision April 28, 2014 Additional Services for this Contract Amendment, if any, shall be authorized in accordance with and subject to the provisions of Exhibits “C”, “C-2”, and “C-3”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described in Exhibits “A”, “A-1”, “A-2”, and “A-3”. SECTION 3. The following exhibit(s) to the Contract is/are hereby amended to read as set forth in the attachment(s) to this Amendment, which are incorporated in full by this reference: a. Exhibit “A-3” entitled “SCOPE OF ADDITIONAL CONSTRUCTION STAGE AND ENVIRONMENTAL MITIGATION MONITORING SERVICES”. b. Exhibit “B-2” entitled “AMENDMENT NO. TWO SCHEDULE OF PERFORMANCE”. c. Exhibit “C-3” entitled “AMENDMENT NO. TWO COMPENSATION”. SECTION 4. Except as herein modified, all other provisions of the Contract, including any exhibits and subsequent amendments thereto, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have by their duly authorized representatives executed this Amendment on the date first above written. CITY OF PALO ALTO ____________________________ City Manager APPROVED AS TO FORM: _____________________________ Senior Asst. City Attorney GOLF GROUP LTD. By:___________________________ Name:_________________________ Title:________________________ Attachments: DocuSign Envelope ID: 4209E41D-9476-4780-8595-5BA9624F8529 Forrest Richardson Pres. 3 Revision April 28, 2014 EXHIBIT "A-3": SCOPE OF ADDITIONAL CONSTRUCTION STAGE AND ENVIRONMENTAL MITIGATION MONITORING SERVICES EXHIBIT "B-2": AMENDMENT NO. TWO SCHEDULE OF PERFORMANCE EXHIBIT “C-3”: AMENDMENT NO. TWO COMPENSATION DocuSign Envelope ID: 4209E41D-9476-4780-8595-5BA9624F8529 EXHIBIT “A-3” SCOPE OF ADDITIONAL CONSTRUCTION STAGE AND ENVIRONMENTAL MITIGATION MONITORING SERVICES BASIC SERVICES The CONSULTANT’s Basic Services consist of the services described below: Task (6) Construction Support Services (Golf Course Architect) Task (7) Construction Support Services (Project Representative) Task 6 - Construction Support Services (Golf Course Architect) (a) The CONSULTANT shall assist and support the CITY during the construction of the Project, including attending a pre-construction conference; providing clarifications/interpretations of plans and specifications; preparing and/or reviewing required shop drawings and submittal reviews; assisting with the preparation of contract change orders; providing recommendations for changes required by design discrepancies, utility conflicts, or other unforeseen circumstances that may develop during construction; and preparing punch lists prior to final acceptance of the Work. (b) The CONSULTANT shall make periodic site visits to observe progress and assist the CITY during the construction of the Project. Administration of the construction of the Project shall be the responsibility of the CITY unless additional services are contracted between the parties for construction administration services. The CONSULTANT has provided a Construction Management Services scope of work as a potential Additional Service to this Contract to be utilized at the discretion of the CITY. (c) Construction Support will commence with the award of the construction contract (or individual contracts in the case of multiple contractors being engaged for this project or the Project being incrementally constructed) and will terminate when the CITY has determined final completion of the Work covered by the CONSULTANT’s plans and specifications. Final completion of the Work shall mean acceptance by the CITY of the Work upon completion of the Work to the CITY’s satisfaction. (d) The CONSULTANT, as a representative of the CITY during the Construction Support phase, shall advise and consult with the CITY, and all of the CITY’s instructions to the Contractor(s) working on the Project shall be issued simultaneously to the CONSULTANT. The CONSULTANT shall have authority to act on behalf of the CITY to the extent provided in the design Agreement. DocuSign Envelope ID: 4209E41D-9476-4780-8595-5BA9624F8529 (e) The CONSULTANT shall at all times have access to the Project wherever it is in progress. (f) The CONSULTANT or his representative(s) shall make periodic visits to the site of the Project to familiarize himself generally with the progress and quality of the Work to determine in general if the Project is proceeding in accordance with the Construction Documents prepared by the CONSULTANT. On the basis of these on-site observations, the CONSULTANT shall endeavor to guard the CITY against defects and deficiencies in the Work of the Contractor(s). The quantity of on-site observation visits of the CONSULTANT shall be not less than thirty (30) and not more than forty (40) during the construction of the Work. An on-site visit is defined as one (1) personnel on-site for two (2) or more hours per calendar day inclusive of travel time to and from the site. (g) The CONSULTANT shall review and approve shop drawings, samples, change orders and other submissions of the Contractor(s) only for conformance with the design concept of the Project and for compliance with the information given in the Construction Documents. (h) Upon completion of any portion of the Work, and prior to payment to the Contractor(s) of amounts due for such portion of the work, the CONSULTANT shall certify to the CITY in writing the percentage of the Work of the Contractor(s) which has been performed and completed in conformance with the Construction Documents. Task 7 - Construction Support Services (Project Representative) (a) A Project Representative(s) shall be mutually selected by the CONSULTANT and the CITY with duties, responsibilities and limitations of authority to be set forth in writing, as agreed to by the City and the CONSULTANT. Provisions shall be included to permit the CONSULTANT to impart instructions and interpretations to the Project Representative(s) for the purpose of implementing the golf course plans and their design intent. The Project Representative mutually agreed upon by all parties shall be the firm DL Siemens Inc, who shall be represented by Dale Siemens, California Contractors License #872425, Class A, 1039 E. Santa Ana Ave, Fresno, CA. (b) The on-site observations by Project Representative(s) of the Work as it progresses is for the purpose of providing further protection for the CITY against the failure of the Work to conform to the Construction Documents, but providing the services of the Project Representative(s) shall not modify the rights or obligations of the CONSULTANT as provided herein. (c) The Project Representative(s) shall be under contract by the CONSULTANT. DocuSign Envelope ID: 4209E41D-9476-4780-8595-5BA9624F8529 (d) Through the on-site observations by Project Representative(s) of the Work as it progresses, the CONSULTANT shall consult with the CITY on matters pertaining to performance of the Work and conformance to the design and specifications of the golf course aspects of the Work. (e) The Project Representative(s) shall perform the following construction administration services from award of the construction contract by the CITY through final acceptance of the Project: (1) Provide regular, on-site observations averaging 3 days per week of the Project Representative’s time to ascertain progress, compliance and quality of the work performed by the Contractor(s) (2) Review of weekly progress reports by the Contractor(s) (3) Provide coordination of the site visits of the CONSULTANT (4) Coordinate required meetings for scheduling, approvals and administration including: (a) Leading weekly or bi-weekly on-site progress construction meetings including minutes and notes thereof. (b) Processing and tracking of contractor submittals as required by the project documents (c) Review, comment and updating of Contractor’s project progress schedule. (5) Provide contract administration and coordinate timely payment approvals consistent with that of the CONSULTANT (6) Impart instructions and interpretations from the Golf Course Architect to the Contractor (7) Meet with the CITY in person or via telephone and/or email to convey pertinent information regarding the project status, discuss issues, make advisements, and record CITY decisions and directives in matters of the construction. (8) The Project Representative shall not be empowered to, nor shall he make decisions on behalf of the CITY. The Project Representative shall only be empowered to convey CITY decisions timely to the Contractor and/or Golf Course Architect. DocuSign Envelope ID: 4209E41D-9476-4780-8595-5BA9624F8529 (9) Coordinate, document and accept comments, observations, concerns of CITY provided staff, consultants or maintenance contractors with regard to the project progress and conformance with the Construction Documents. (10) Coordinate the projects grow-in acceptance schedule and “punch-list” between the Golf Course Contractor and the CITY’s Golf Course Maintenance Contractor. ADDITIONAL SERVICES The following services may be provided by the Consultant if approved in advance by the City’s Project Manager. Mitigation Measure BIO-2b: Confine Construction Disturbance and Protect Special-Status Plants during Construction (ICF) (As-needed) This mitigation measure is only required if special-status plants are observed during the pre-construction survey. Golfauna staff will consult with CA Department of Fish & Wildlife, identify exclusion areas, and oversee installation of protective fencing. Deliverable: One day to oversee the installation of fencing. Assumptions: 2-3 of hours to consult with agencies is assumed. It is assumed that the City’s Contractor will install the fence per Golfauna biologist’s direction. Schedule/Timing: 2-3 days prior to construction Mitigation Measure BIO-2c: Compensate for Loss of Special-Status Plants (ICF) (As- needed) This mitigation measure is only required if special-status plants are observed during the pre-construction survey. Golfauna will prepare a compensation plan for loss of special-status plant species. Deliverable: Compensation Plan for loss of special-status plant species. Assumptions: There may be costs from other contractors, primarily associated with preserving a population of the species of interest, or with a nursery collecting seed and creating a new population. These tasks are not included in the scope of work. Schedule/Timing: 2-3 days prior to construction DocuSign Envelope ID: 4209E41D-9476-4780-8595-5BA9624F8529 Mitigation Measure BIO-2d: Develop and Implement Special-Status Plant Species Monitoring Plan (ICF) (As-needed)* This mitigation measure is only required if special-status plants are observed during the pre-construction survey. Golfauna staff will prepare a monitoring plan. Typically CA Department of Fish & Wildlife requires monitoring for a period of five years. Services are to conduct monitoring for two days a year for five years. Deliverable: Monitoring plan and annual monitoring reports. Assumptions: Five year monitoring period. Schedule/Timing: During blooming period for species observed twice a year. * Services required after September 2017 may be assigned to the City under separate agreement. Mitigation Measure BIO-2e: Deposit Landscape Waste Exclusively in Developed or Ruderal Areas Absent of Special-Status Plant Species (ICF) (As-needed) If special-status plants are found during pre-construction survey, ICF will prepare a handout and give training to the City’s Golf Course operations and maintenance staff regarding where to deposit landscape waste in order to avoid impacting special-status plants. Deliverable: O&M worker awareness training. Special-status plant species handout and trainee sign-in sheet. Assumptions: One day training for City’s Golf Course operations and maintenance staff. Schedule/Timing: After construction, but before golf course becomes operational (e.g., start of O&M activities). Mitigation Measure (CUL-2): Stop Work if Cultural Resources, Including Human Remains, are Encountered during Ground-Disturbing Activities (ICF) (As-needed) In the unlikely event of finding any human remains, ICF cultural resources specialist will visit the site and advise the crew regarding recovery of artifacts. Deliverable: Site visit and guidance. Memo of findings and recommendations for further action. DocuSign Envelope ID: 4209E41D-9476-4780-8595-5BA9624F8529 Assumptions: Does not assume preparation of a treatment plan or coordination with Native American tribes. Assumes 16 hours of monitoring. Schedule/Timing: As needed during construction. Mitigation Measure CUL-5: Stop Work if Paleontological Resources are Encountered during Ground-Disturbing Activities (ICF) (As-needed) In the unlikely event of finding any paleontological resources, ICF cultural resources specialist will visit the site and advise the crew regarding recovery of artifacts. Deliverable: Site visit and guidance. Memo of findings and recommendations for further action. Assumptions: Does not assume preparation of a treatment plan. Assumes 16 hours of monitoring. Schedule/Timing: As needed during construction. DocuSign Envelope ID: 4209E41D-9476-4780-8595-5BA9624F8529 EXHIBIT “B-2” AMENDMENT NO. TWO SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed. Milestones Completion No. of Weeks From NTP Task 6 - Construction Support Services (Golf Course Architect) 78 Task 7 - Construction Support Services (Project Representative) 78 DocuSign Envelope ID: 4209E41D-9476-4780-8595-5BA9624F8529 EXHIBIT “C-3” AMENDMENT NO. TWO COMPENSATION The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule attached as exhibit C-1 up to the not to exceed budget amount for each task set forth below. The compensation to be paid to CONSULTANT under this Agreement for all services described in Exhibit “A-3” (“Basic Services”) and reimbursable expenses shall not exceed $52,395. CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. In the event CITY authorizes any Additional Services, the maximum compensation shall not exceed $125,720. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY. CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, does not exceed $52,395 and the total compensation for Additional Services does not exceed $73,325. BUDGET SCHEDULE NOT TO EXCEED FEES REIMBURSABLES Task 6 $ 1,968 $ 7,800 (Construction Support Services - Golf Course Architect) Task 7 $ 42,627 (Construction Support Services – Project Representative) Sub-total Basic Services $ 44,595 Reimbursable Expenses $ 7,800 Total Basic Services and Reimbursable expenses $ 52,395 Additional Services (Not to Exceed) $ 73,325 Maximum Total Additional Compensation $ 125,720 REIMBURSABLE EXPENSES The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are DocuSign Envelope ID: 4209E41D-9476-4780-8595-5BA9624F8529 included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: (a) Telephone and communications charges; computer-aided-drafting/design (CADD) plots, photocopies and other reproductions; all expendable surveying supplies; and any required and approved travel expenses, plus a per diem amount of $50 per day per person for food when traveling or on-site for six (5) or more continuous hours. (b) Mileage at a rate of fifty-nine (59) cents per mile for use of personal or company vehicles. All requests for payment of Reimbursable Expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $7,800 shall be approved in advance by the CITY’s project manager. ADDITIONAL SERVICES The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expense, for such services based on the rates set forth in Exhibit “C-1”. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement. Potential Additional Service tasks are outlined in Exhibit “A-2” of this Agreement. Estimated Additional Services Expense Breakdown Mitigation Measure BIO-2b (ICF) $ 2,697 Mitigation Measure BIO-2c (ICF) $ 6,529 Mitigation Measure BIO-2d (ICF) $ 16,738 Mitigation Measure BIO-2e (ICF) $ 2,160 Mitigation Measure CUL-2 (ICF) $ 2,376 Mitigation Measure CUL-5 (ICF) $ 2,376 Contingency for Golf Course Architect Construction Services $ 13,485 DocuSign Envelope ID: 4209E41D-9476-4780-8595-5BA9624F8529 Contingency for Project Representative Construction Services $ 18,354 Contingency for Mitigation Measures $ 8,610 ADDITIONAL SERVICES TOTAL $ 73,325 DocuSign Envelope ID: 4209E41D-9476-4780-8595-5BA9624F8529 NOT YET APPROVED 160609 jb 0131526 1 Resolution No. _______ Resolution of the Council of the City of Palo Alto Declaring Its Intention to Reimburse Expenditures from the Proceeds of Tax-Exempt Obligations to be Issued by the City R E C I T A L S A. The City proposes to undertake the project referenced below, to issue, execute and deliver a tax-exempt financing lease, either on a private placement basis or using certificates of participation (the “Lease”) to finance such project, and use a portion of the proceeds of the Lease to reimburse expenditures made for the project prior to the issuance of the Lease. B. United States Income Tax Regulations section 1.150-2 provides generally that proceeds of tax-exempt debt are not deemed to be expended when such proceeds are used for reimbursement of expenditures made prior to the date of issuance of such debt unless certain procedures are followed, one of which is a requirement that prior to the payment of any such expenditure, the issuer declares an intention to reimburse such expenditure. C. It is in the public interest and for the public benefit that the City declares its official intent to reimburse the expenditures referenced herein. NOW, THEREFORE, the Council of the City of Palo Alto RESOLVES as follows: SECTION 1. The City intends to cause the Lease to be executed and delivered for the purpose of paying the costs of renovating and reconfiguring the Palo Alto Municipal Golf Course (the "Project"). SECTION 2. The City hereby declares that it reasonably expects (i) to pay certain costs of the Project prior to the date of execution and delivery of the Lease, and (ii) to use a portion of the proceeds of the Lease for reimbursement of expenditures for the Project that are paid before the date of execution and delivery of the Lease. SECTION 3. The maximum principal amount of the Lease is expected to be Ten Million Five Hundred Thousand dollars ($10,500,000). / / / / / / / / NOT YET APPROVED 160609 jb 0131526 2 SECTION 4. The Council finds that the adoption of this resolution does not constitute a project under the California Environmental Quality Act and CEQA Guidelines, and therefore, no environmental assessment is required. INTRODUCED AND PASSED: AYES: NOES: ABSENT: ABSTENTIONS: ATTEST: __________________________ ________________________________ City Clerk Mayor APPROVED AS TO FORM: APPROVED: __________________________ ______________________________ Senior Asst. City Attorney City Manager ______________________________ Director of Administrative Services ______________________________ Director of Community Services PALO ALTO MUNICIPAL GOLF COURSE RECONFIGURATION PROJECT - CIP PG-13003 Bid Results - May 24, 2016 12 3 Item Quantity Units Unit Cost Total Wadsworth Duininck Frontier 1 Mobilization/Bond (NTE 1.5% of Total Bid)1 LS 120000 120,000 179,465 190,000 190,000 2 Staking/Layout 1 LS 60000 60,000 55,500 150,000 100,000 3 Existing Tree & Wetland Protections 1 LS 50000 50,000 88,790 87,000 115,600 4 Construction Mitigation Measures under Special Provisio 1 LS 60000 60,000 20,000 175,000 70,000 Schedule 1 Total 290,000 343,755 602,000 475,600 5 Demo Cart Paths/Bury 1 LS 60000 60,000 48,400 45,000 55,000 6 Demo Existing Features, Bunkers, Greens & Restroom 1 LS 25000 25,000 30,500 38,000 70,000 7 Tree Removal/Bury 650 Ea 100 65,000 110,220 35,000 36,500 Schedule 2 Total 150,000 189,120 118,000 161,500 8 Strip Existing Sod 1 LS 40000 40,000 96,050 92,000 95,000 9 Baylands Areas/Pond Earthwork (cuts)70000 CY 2.6 182,000 103,500 150,000 264,000 10 Topsoil Management (Harvest /Place Soils)38000 CY 4.5 171,000 288,890 340,000 152,000 11 Place Import Fill from Stockpile 326000 CY 3.5 1,141,000 1,738,800 1,650,000 1,764,180 12 SWPPP/Erosion Control Scope 1 LS 200000 200,000 316,800 260,000 230,000 13 Golf Feature Shaping 1 LS 200000 200,000 275,250 365,000 360,000 14 Grade/Shape Buffer Mounding 1 LS 17000 17,000 9,750 40,000 22,000 Schedule 3 Total 1,951,000 2,829,040 2,897,000 2,887,180 15 New Subsurface Drainage Piping 4" Perf 17828 LF 8 142,626 178,000 178,000 186,900 16 New Subsurface Drainage Piping 6" Non-Perf 27012 LF 10 270,120 313,345 275,000 402,000 17 New Catchments 235 EA 200 47,000 88,115 90,000 112,875 18 Modify Existing Backbone Drain Inlets 21 Ea 1100 23,100 28,150 10,000 58,000 19 12" Drainage Culvert Pipes & FES 1 LS 10000 10,000 12,235 7,500 8,500 Drainage Subtotal 619,845 560,500 768,275 20 Greens Construction Sand Only Method 147300 SF 3.75 552,375 802,560 800,000 1,249,000 21 Tee Construction 118000 SF 1.4 165,200 163,330 225,000 313,000 22 Bunker Construction New 43840 SF 4.5 197,280 321,535 285,000 347,000 Schedule 4 Totals 1,407,701 1,907,270 1,870,500 2,677,275 23 Irrigation - Golf, Youth, Practice Areas 1 LS 1895000 1,895,000 2,231,480 2,450,000 2,418,658 24 Irrigation - Native areas 1 LS 110000 110,000 115,910 170,000 132,730 25 Irrigation - Buffer Mounding 1 LS 30000 30,000 15,460 50,000 30,630 26 Irrigation – Embarcadero Road Area 1 LS 25000 25,000 44,270 35,000 16,336 27 Irrigation - Athletic Field Supply Pipeline 1 LS 23000 23,000 21,880 20,000 26,546 28 Irrigation Staking, Programming and Asbuilt Fees 1 LS 45000 45,000 42,270 45,000 42,372 REVISED 2016 PROBABLE COST ESTIMATE PALO ALTO MUNICIPAL GOLF COURSE RECONFIGURATION PROJECT - CIP PG-13003 Bid Results - May 24, 2016 12 3 Item Quantity Units Unit Cost Total Wadsworth Duininck Frontier REVISED 2016 PROBABLE COST ESTIMATE Irrigation Subtotal 2,471,270 2,770,000 2,667,272 29 Replacement of Irrigation Pump Station 1 LS 250000 250,000 161,065 200,000 158,255 30 Add Potable Water Pump Station 1 LS 200000 200,000 91,130 100,000 89,848 Schedule 5 Totals 2,578,000 2,723,465 3,070,000 2,915,375 31 Cart Paths and Foot Paths 208000 SF 3.2 665,600 1,035,760 856,000 920,200 32 Path Roll Curb 3000 LF 2 6,000 13,500 12,000 14,100 33 Cart Path 4" Curbing 3000 LF 8 24,000 15,750 15,000 14,100 34 Maintenance Routes (Gravel)2000 LF 8.5 17,000 25,560 21,300 20,590 Schedule 6 Totals 712,600 1,090,570 904,300 968,990 35 Finish Shaping 1 LS 140000 140,000 140,880 250,000 125,000 36 Fine Grade Prep & Soil Amend Fairways & Roughs 79 AC 2700 213,300 388,120 550,000 630,000 37 Fine Grade/Soil Prep Native areas 55 AC 850 46,750 163,260 200,000 117,000 38 Native Area "A" Hydro Seeding 42 AC 4200 176,400 138,140 120,000 204,250 39 Baylands Area "B" Hydro Seeding 13 AC 4000 52,000 60,870 600,000 59,110 40 Paspaulum Sod - Platinum 16.0 AC 26000 416,000 470,080 672,000 498,320 41 Sprigged Paspaulum Areas - Platinum 61.5 AC 5200 319,800 410,440 291,400 275,590 42 Bentgrass Seeded Greens with Amendments 148000 SF 0.2 29,600 17,980 36,000 90,000 43 Greens Ryegrass Sod Collars 50000 SF 0.4 20,000 30,415 36,000 26,970 44 Fescue Sod 1 LS 6500 6,500 10,630 8,000 5,600 45 New Trees 300 Ea 285 85,500 101,300 90,000 90,300 46 Landscape Along Embarcadero 1 LS 35000 35,000 72,770 70,000 50,000 47 Youth Golf Area Fence, Bollards 1 LS 42000 42,000 45,590 60,000 56,000 48 Turf Establishment 1 LS 150000 150,000 217,480 325,000 235,000 Schedule 7 totals 1,732,850 2,267,955 3,308,400 2,463,140 49 Driving Range Poles and Netting 1 LS 60000 60,000 45,800 50,000 77,000 50 Barrier Fencing 1 LS 4000 4,000 28,250 55,000 18,000 51 Concrete Range Tee 1 LS 11000 11,000 15,610 19,000 13,900 52 New Synthetic Turf 35000 SF 3.5 122,500 220,320 175,000 367,000 Schedule 8 Totals 197,500 309,980 299,000 475,900 53 Restroom 1 LS 125000 125,000 247,775 200,000 236,000 54 RR Sewer 1 LS 35000 35,000 18,990 40,000 60,000 55 RR Electrical Supply 1 LS 20000 20,000 36,700 35,000 54,000 Schedule 9 Totals 180,000 303,465 275,000 350,000 PALO ALTO MUNICIPAL GOLF COURSE RECONFIGURATION PROJECT - CIP PG-13003 Bid Results - May 24, 2016 12 3 Item Quantity Units Unit Cost Total Wadsworth Duininck Frontier REVISED 2016 PROBABLE COST ESTIMATE ADD INFLATION 2%2.0%9000000 180,000 ADD FOR PREVAILING WAGE 6%6.5%9000000 585,000 Subtotal Construction Hard Costs 9,964,651 11,964,620 13,344,200 13,374,960 Alternate Additional or Deductive Items A Add Youth Golf Area Greens – 3 Greens Total 1 LS 35000 35,000 59,910 32,000 60,000 B Add Youth Golf Area Green West – 1 Green Total 1 LS 20000 20,000 29,230 19,000 40,000 C Add Class 2 Base Section to Cart Paths 1 LS 150000 150,000 207,580 214,000 214,000 D Add Wire Mesh Reinforcement to Cart Paths 1 LS 50,000 50,000 81,320 85,600 85,600 E Add Bridge & Bulkheads 1 LS 80000 80,000 79,980 130,000 70,200 F Add Upgrade to Pro-Matrix mulch in Hydroseed “A”1 LS 30000 30,000 64,150 75,000 73,710 G Add Upgrade to Pro-matrix mulch Hydroseed “B”1 LS 10000 10,000 16,690 20,000 21,333 H Add Alt Upgrade to Add Peat Moss in Greensmix, Include Alts A&B 159300 SF 0.5 79,650 136,805 110,000 105,000 I Add Alt Upgrade to use Profile in Greensmix over Peat option above Include Alts A&B 159300 LS 1 159,300 187,790 160,000 155,000 J Alternate Additive Unit Cost to provide Platinum Paspaulum turf in sodded form in lieu of using hydrosprig method for Bid Item #41 61.5 AC 19136 1,176,864 1,430,960 496,000 1,647,464 K Alternate Deduct item - Adjust Turf Establishment costs for use of all sod if Alternate J above is accepted. 1.0 LS -50000 (50,000) -10,000 -100,000 115,000 L Alternate add or deduct (strike one) to provide Hydroseeded Dynasty Paspaulum in seed form in lieu of Platinum Paspaulum in sprig form for Bid Item #41 61.5 AC -900 (55,350) -70,680 496,000 M Alternate add or deduct (strike one) to provide Dynasty Paspaulum turf in sodded form for Bid Item #40 (Sodded Platinum Paspaulum)16.0 AC 0 - 464,640 676,800 N Alternate add or deduct (strike one) to provide Dynasty Paspaulum sod in lieu of Platinum Paspaulum sod for Bid Item #41 61.5 AC 0 - 3,231,440 2,622,600 PALO ALTO MUNICIPAL GOLF COURSE RECONFIGURATION PROJECT - CIP PG-13003 Bid Results - May 24, 2016 12 3 Item Quantity Units Unit Cost Total Wadsworth Duininck Frontier REVISED 2016 PROBABLE COST ESTIMATE O Alternate Deduct item - Adjust Turf Establishment costs for use of all Dynasty Paspaulum sod if Alternate N above is accepted.1.0 LS -50000 (50,000) -10,000 -100,000 -115,000 P Deductive Alt - Prefabricated Restroom 1 LS -20000 (20,000) -64,940 -35,000 -92,000 Updated Analysis and Pro Forma Projections for Reconfiguration Option G Palo Alto Municipal Golf Course Prepared For: City of Palo Alto Lam Do, Superintendent Open Space, Parks, and Golf Community Services Department 3201 East Bayshore Road Palo Alto, CA 94303 Prepared By: 1150 South U.S. Highway One, Suite 401 Jupiter, FL 33477 (561) 744-6006 May, 2016 Updated Analysis and Pro Forma Projections for Reconfiguration Option G Palo Alto Municipal Golf Course Table of Contents INTRODUCTION & PURPOSE .................................................................................................. 1 PALO ALTO MUNICIPAL GOLF COURSE RECONFIGURATION OPTION ‘G’ ....................... 2 Option G ............................................................................................................................. 3 Palo Alto GC Performance FY 2012 – FY 2016 .................................................................. 4 EXTERNAL FACTORS ............................................................................................................. 5 Market Overview ................................................................................................................. 5 Demographics ............................................................................................................................... 5 Golf Industry Overview 2015 ......................................................................................................... 6 Bay Area Market ............................................................................................................................ 7 Local and Regional Golf Supply and Demand Indicators.............................................................. 8 Competitive Golf Market ................................................................................................................ 9 Summary of Findings – Key Changes Since 2012 Report .......................................................... 12 CONCLUSIONS & UPDATED FINANCIAL PROJECTIONS ....................................................14 Basis for Rounds And Revenue Projections – 2016 ...........................................................14 Financial Projections – ‘Baylands Golf Links’ (2017-2026) .................................................16 Key Assumptions ......................................................................................................................... 16 Pro Forma Estimate for ‘Option G’ Scenario – FY2017 – FY2026 ............................................. 20 NGF Projection Sensitivity Analysis ...................................................................................23 Sensitivity Analysis - Summary for 2020 ..................................................................................... 23 Financial Projections Summary ..........................................................................................24 SUMMARY STATEMENT .........................................................................................................25 APPENDICES...........................................................................................................................26 Appendix A – Golf & The Millennial Generation ..................................................................27 Appendix B – Sensitivity Analysis Pro Formas ...................................................................28 Sensitivity Analysis - Summary for FY 2020 ............................................................................... 28 Reduced Rounds Sensitivity Spreadsheet .................................................................................. 29 Reduced Fee Sensitivity Spreadsheet ........................................................................................ 31 Reduced Rounds and Fee Sensitivity Spreadsheet .................................................................... 33 Appendix C – PAGC Management Structure ......................................................................35 Appendix D – Consideration Of Other Improvements .........................................................36 Expanded Meeting Space ........................................................................................................... 36 Range Performance Center ........................................................................................................ 36 National Golf Foundation Consulting, Inc. – City of Palo Alto Final Report – 1 Introduction & Purpose National Golf Foundation Consulting, Inc. was retained by the City of Palo Alto in furtherance of the City’s due diligence relative to the planned renovation of the Palo Alto Golf Course, which would be rebranded as Baylands Golf Links. The original impetus for the renovation was the San Francisquito Creek Flood Control Project, which would involve the reconfiguration of at least six holes at the golf course. NGF was originally retained in early 2012 to help the City identify the expected financial impact from the improvements related to the reconfiguration work under Plan Options A, D, F, and G, submitted by golf course architect Forrest Richardson, ASGCA. The primary goal of this spring 2016 due diligence, which was prompted by the lengthy delay in construction, is to reassess the validity of the key assumptions – especially those related to golf market conditions - that drove the financial projections for ‘Reconfiguration Option G’ as the recommended plan. As of early May 2016, construction permits have not been granted and the latest tentative dates have golf course renovations beginning in July 2016 and continuing through June 2017. Turf grow-in would follow in July 2017 through October 2017, with the facility re-opening in November 2017. City staff hopes to seek construction bids and Council approval based on these dates. The total estimated amount to be bonded by the City for this project is $8.29 million, including associated fees. Key components of this study include: Reviewing current construction plans and timing. Collecting and reviewing the relevant facility data and performance history since our last study, including activity levels, revenues, and expenses. Updating external factors, such as demographic trends, that have the potential to affect performance at Baylands Golf Links. Identifying substantive changes to the competitive market since our initial report, including any golf course closings, openings, or major renovations. Reassessing the proposed Baylands Golf Links fee structure, recommended market positioning, and other key assumptions for ‘Option G’ in the context of the current and expected competitive golf market (assuming October/November 2017 re- opening date). Revising Option G 10-year pro forma as market conditions and other assumptions warrant, including sensitivity analysis of key variables. The study effort was managed by NGF Director of Consulting Services Ed Getherall and Senior Director of Consulting Services, Richard B. Singer. Activities conducted in completion of this report included: desktop market analysis and research, including interviews with area golf operators; analysis of recent financial performance; phone meetings with key City staff from the Recreation & Golf Services, Administration, Community Services, and Finance Departments; and a phone interview with the Head Golf Professional. Following is the consultants’ report summarizing key findings. Throughout this report, we may refer to shortened names for: the City of Palo Alto (“City”), the Palo Alto Municipal Golf Course (“Palo Alto Golf Course”, “Palo Alto GC”, “PAGC”, or “Baylands Golf Links”), and National Golf Foundation Consulting, Inc. (“NGF Consulting” or “NGF”). National Golf Foundation Consulting, Inc. – City of Palo Alto Final Report – 2 Palo Alto Municipal Golf Course Reconfiguration Option ‘G’ In early 2012, NGF Consulting was provided four course reconfiguration options prepared by Forrest Richardson, ASGCA. These options were identified by the titles “Option A,” Option D,” “Option F” and “Option G,” and each had unique characteristics. The options represented four possible scenarios for adjusting the course to accommodate the SFCJPA flood mitigation project. The process for developing options was thorough, with extensive input from golfers, staff, concessionaires and the public at large. NGF Consulting reviewed notes and summaries from those meetings to better understand the goals and objectives desired by those who will use and operate the facility following reconfiguration. Among the goals and objectives set forth to guide the design process for reconfiguration options, in addition to the fundamental goal to accommodate the flood project, were: Establish a more natural, aesthetic landscape that incorporates a “Baylands” theme Improve tree care and variety via a theme to use appropriate tree selection Find ways to eliminate geese and burrowing animals from ruining the course Improve bunkers (condition, strategy and aesthetics) Improve overall course conditioning (drainage, irrigation, turf, etc.) Adjust yardage so the course is shorter for beginners, women and seniors Create a “wow factor” to remain competitive with other regional facilities Add interest to the course strategy (dog-legs, differentiation of holes, etc.) Find ways to offer player development opportunities (short game area, range, etc.) Additionally, there was a strong desire to address long range issues that face the aging facility beyond those on the golf course itself. The City commissioned its own scope of work to address these issues concurrently with the course reconfiguration planning. These long range areas included the following: Clubhouse planning Entry, parking and signage Practice areas Cart storage and staging On-course restrooms Branding and image Trail connections from the Baylands and existing trails The objective of the additional long-range planning was to look beyond the golf course to ensure that reconfiguration options would not preclude improvements to the areas on the above list. Specific goals and objectives included the following: Find ways to bring non-golfers to the facilities (group events, restaurant, etc.) Expand the clubhouse to seat 200 so larger groups can be accommodated Develop areas to hold multiple outings/events simultaneously National Golf Foundation Consulting, Inc. – City of Palo Alto Final Report – 3 Improve the arrival experience, entry aesthetics, trail connections and security Develop a cart storage area/facility Make overall improvements to the clubhouse and grounds (exterior and interior) Improve and expand the practice range Create new player development and practice opportunities Plan for upgrading the on-course restroom facility Develop a new brand and image consistent with the reconfiguration goals and design A common thread among the long range planning components was a strong desire to return the facilities, with golf course approaching its 60th year and the clubhouse its 30th, to a “Point of Pride” status within the community. Along with this primary objective come the benefits of leveraging the facility for economic development, tourism and as a home to annual and special events. Secondarily, the community had a strong desire to see the golf course be more compatible with the Baylands environment. This goal was echoed by Mr. Richardson in his reconfiguration options, each of which adds more naturalized areas to the golf course. In addition, long range design concepts associated with the clubhouse, entry and image go hand- in-hand with this goal. OPTION G Option G represents a plan to remove more land from golf course use, setting aside this land for potential future use as multiple athletic fields and non-golf recreation purpose. This land is shown conceptually as athletic field use. This option was added to the reconfiguration scope of the golf course architect based on the direction of the City to investigate whether the viability of the golf course could be preserved while opening more area (than with Option F) for non-golf recreation. The constraint placed on the planning work was to retain a regulation layout with a par of 70 or 71. Safety from the new trail system and within adjoining holes was to be maintained with no compromise to standard guidelines. Option G also facilitates the San Francisquito Creek realignment as required by the SFCJPA. The option involves the removal of approximately 10.5 acres from the golf course parcel. This land area is shown as athletic field use (three full sized NCAA soccer fields or combination of fields and field types of the same proportion and area), and additionally shows areas for a small playground, wetlands park and picnic space, and trails connecting to the San Francisquito Creek levee trails, Baylands and neighborhood. The reconfiguration departs from the common parallel routing of the existing course. Golf holes are moved away from the levee to form new views and variation. Bunker work and naturalization enhancements are made throughout the course in order to provide a more consistent golf experience and landscape. Virtually all areas of the existing course would be reconstructed, enhanced and improved. The NGF projection model for “Option G” represented a significant change from other options presented, as it involved a complete renovation of the golf course (to be re-branded as “Baylands Golf Links). The project would involve a full closure of the golf course (now slated for 12 months construction and an additional 4 months grow-in) and re-opening as a brand new golf course with high quality features that will stand out in this public golf market. The full golf course irrigation system would be replaced and three new soccer fields would be added to the site. Subsequent to the initial draft report, the City Finance Committee recommended that this option include rebuilding of all 18 greens, re-grassing of all fairways, construction of an on-course restroom, and rebuilding the practice green area. These changes should further enhance the product’s marketability and the golfer experience. National Golf Foundation Consulting, Inc. – City of Palo Alto Final Report – 4 PALO ALTO GC PERFORMANCE FY 2012 – FY 2016 The most recent five-year performance history of Palo Alto GC is shown in the table below. Palo Alto Municipal Golf Course Historical Revenue and Expense Performance (2012-2016*) REVENUES FY2012 FY2013 FY2014 FY2015 FY2016* Tournament Fees $1,878 $1,670 $4,037 $37,517 $152 Green Fees (+Cards) 1,940,725 1,781,405 1,103,410 922,800 625,894 Driving Range 355,594 343,883 313,633 296,933 190,528 Cart Fee 301,225 279,795 225,310 216,541 152,117 Pro Shop Lease 29,966 27,248 25,051 24,818 18,473 Restaurant Lease 43,827 48,880 53,487 39,191 33,318 Restaurant Utilities 21,600 21,600 16,260 16,980 13,500 Other Fee 25,325 24,319 20,075 22,239 11,768 TOTAL REVENUE $2,720,140 $2,528,800 $1,761,263 $1,577,019 $1,045,750 Operating Expenses Salaries & Benefits $129,586 $134,948 $122,634 $85,683 $50,531 Advertising & Publishing 13,781 11,307 7,916 5,599 4,216 Supplies and Materials 12,238 3,292 6,986 1,106 (595) General Expense 754 1,014 1,038 74 49 Facilities Repairs & Maint. 4,538 7,259 9,706 Water Expense 241,630 381,966 319,204 253,314 216,049 Other Direct Charges 44,061 48,448 46,126 44,173 30,255 Indirect Charges 28,961 93,702 35,858 31,017 14,210 Subtotal $475,549 $681,936 $539,762 $430,673 $314,715 Contract Services Golf Maintenance $772,539 $808,801 $780,755 $831,130 $623,682 Miscellaneous 546 940 Range Fees 135,310 130,676 119,181 112,835 72,401 Cart Rentals 114,621 112,083 86,034 81,767 57,107 Club Rentals 6,061 5,951 4,666 4,880 3,133 Fixed Management Fees 343,544 339,045 338,292 319,057 288,762 GF to Golf Professional (5%) 0 0 0 0 0 Credit Card Fees 41,474 38,000 30,000 Subtotal $1,413,549 $1,434,555 $1,359,474 $1,350,608 $1,045,084 Total Operating Expenses $1,889,099 $2,116,491 $1,899,236 $1,781,281 $1,359,800 Net Income Operations $831,041 $412,309 ($137,973) ($204,262) ($314,050) Debt and Other Charges 1998 Debt Service $559,539 $428,180 $429,020 $428,194 $429,020 Cost Plan Charges 24,837 23,871 27,349 20,459 25,000 Capital Reserve 0 0 0 0 0 Subtotal - Debt + Other $584,376 $452,051 $456,369 $448,653 $454,020 Net Income (Loss) $246,665 ($39,742) ($594,342) ($652,915) ($768,070) Golf Rounds 62,971 58,026 46,527 42,048 30,289 Source: City of Palo Alto *FY2016 Actual Through March. Rounds played at Palo Alto GC decreased steadily from FY2012 to FY2016, a result of changes to the golf course (e.g., temporary greens, reduced par) caused by storage of imported soil. During the same time, golf revenues declined by over $1.2 million and net income from operations declined by almost $1.03 million. The recent decline has led the Palo Alto GC to fall below break-even on operations, meaning that when debt service and cost plan charges are included, the course is losing well in excess of $650,000 in FY2015, the last full year. National Golf Foundation Consulting, Inc. – City of Palo Alto Final Report – 5 External Factors Below, NGF Consulting provides a summary update of key “external” factors that characterize the trade area in which the Palo Alto Golf Course operates. We include basic demographic variables that have the potential to affect the economic performance of the golf facility, as well as an analysis of supply and demand indicators in the public golf market. MARKET OVERVIEW Below we provide an overview of recent and emerging trends with respect to golf participation and municipal golf, as well as a summary of golf demand and supply indicators in the Bay Area region and local Palo Alto market. NGF Consulting utilizes predictive models as benchmarks for estimating potential market strength. Demographics In the table below, NGF provides the population, median age, and median household income trends for San Mateo and Santa Clara counties, the U.S., and the 3-, 10-, and 15- mile market rings surrounding the PAGC. Source: Applied Geographic Solutions, Inc. Palo Alto Golf Course 3 miles 10 miles 15 miles San Mateo County Santa Clara County U.S. Summary Demographics Population 1990 Census 94,005 696,969 1,480,582 649,627 1,496,700 248,584,652 Population 2000 Census 99,863 769,033 1,663,189 707,165 1,682,590 281,399,034 CAGR 1990-2000 0.61% 0.99% 1.17% 0.85% 1.18% 1.25% Population 2010 Census 103,357 807,540 1,750,575 718,451 1,781,642 308,745,538 CAGR 2000-2010 0.34% 0.49% 0.51% 0.16% 0.57% 0.93% Population Estimate 2015 112,010 855,326 1,862,466 756,286 1,903,592 319,998,423 Population 2020 Projected 121,210 923,070 2,009,226 808,754 2,076,498 332,811,226 CAGR 2015-2020 0.99% 0.96% 0.95% 0.84% 1.09% 0.49% CAGR 2010-2020 2.01% 1.69% 1.74% 1.49% 1.93% 0.94% Median HH Income (2014 Estimate) $93,513 $99,371 $93,371 $89,279 $91,521 $52,747 Median Age (2014 Estimate) 36.6 37.5 37.7 40.1 37.3 37.8 CAGR = Compound Annual Growth Rate NGF Consulting has made the following observations regarding the demographics of Palo Alto and surrounding areas: The 10-mile and 15-mile markets around Palo Alto GC are dense, with 2015 estimates of about 855,000 and 1.862 million residents, respectively. The 10-mile market has added nearly 48,000 net new residents since 2010, while the 15-mile market grew by nearly 112,000 people. Population growth is projected to be even more robust through 2020, at more than twice the national rate of growth. The 10-mile market is expected to add about 68,000 net new residents during that time. The Median Ages in the subject market areas are generally similar to the national median of 37.8 years, though San Mateo County is significantly higher at 40.1 years. In general, the propensity to play golf with greater frequency increases with age, making older markets more attractive to golf facility operators, all factors being equal. National Golf Foundation Consulting, Inc. – City of Palo Alto Final Report – 6 Median Household Incomes in the area are much higher than the national median. For instance, the 10-mile market median income is 77% higher than the national median income of $52,747. In general, higher income residents are more likely to participate in golf, and they play more frequently than lower income residents. Locally, these high figures are mitigated by the high cost of living in the Bay Area. Golf Industry Overview 2015 While socio-demographic, financial and cultural headwinds certainly persist for golf, the industry continued its macro trend toward stabilization in 2014-2015. Golf’s pay-for-play green fee revenues and other spending on the sport will always be vulnerable to outside forces such as weather and the economy, but the game remains popular and is fortunate to have a deep well of interested prospects. Still, some socioeconomic and demographic trends continue to present challenges for golf operators. For instance, golf is having trouble attracting and retaining young adults (i.e., Millennials – see Appendix A); though this segment continues to account for a large percentage of annual play and spending, factors such as debt and competing recreational activities have suppressed golf demand from this segment. The smartest, best-managed and most innovative golf facilities will win market share and have the best opportunity for growth. Key Trends Participation - The national golfer number (participation) appears to be continuing a stabilization trend, though there has been continued net attrition, primarily among occasional/less committed golfers. Overall, NGF survey research indicates that in 2015 there were 24.1 million people in the U.S. that played at least one round of golf in the prior year, about ±1 million fewer than in 2012. However, the vast majority of “core” golfers remain in the game. Rounds Played / Looking Ahead – Despite poor weather that suppressed first- quarter play in 2015, rounds played nationally finished the year 1.8% ahead of 2014, according to Golf Datatech. The overall Pacific region was up 2.7%, while the San Francisco/Oakland submarket was up 1%. The next couple of years should provide a stronger indication of whether playable day- adjusted rounds have stabilized. Golf Course Supply - The correction in golf course supply continued in 2015 at a level comparable with the previous three years. According to NGF data, since the market correction in golf course supply began in 2006, there has been a cumulative net reduction of 679.5 golf courses (18HEQ), which represents a drop of about 5% off the peak supply year of 2005. For perspective, golf supply grew by 40% in the previous 20 years (1985-2005). We note that not all golf courses are closing due to competitive dynamics; rather, some golf courses – especially in geographies where developable land is at a premium – are closing because residential or commercial is a much “higher and better use”. Whatever the reasons, this much-needed move toward supply/demand equilibrium is expected to continue for the next several years. Baby Boomer Effect – As Baby Boomers age and retire over the next 15 years, we expect to see a measurable increase in total rounds played in the U.S. Boomers - born between 1946 and 1964 - are currently 51 to 69 years old. About 6 million of them are golfers; that’s about 1/4 of all golfers, and they currently play about 1/3 of all rounds. Boomers started turning 65 in 2011, and already about 1 million golfing Boomers have reached retirement age (though not all have retired). Both the Social Security Administration and Pew Research Center report that 10,000 or more Boomers retire every day. And 300,000 Boomer golfers will turn 65 each year for the next 15 years. Retired Boomers (age 65+) play about twice as much as younger, non-retired Boomers (40 rounds vs 21 rounds). National Golf Foundation Consulting, Inc. – City of Palo Alto Final Report – 7 Other Measures of Health Other perhaps equally important metrics to consider when measuring the health of, and prospects for, golf include: Engagement, Beginners, and Latent Demand. Engagement: Several years ago NGF developed a scale to gauge participant engagement/ passion for golf. NGF annual golfer survey research indicates that the number of engaged golfers has remained steady at 20 to 21 million for the past four years. But the proportion of engaged golfers has increased from 78% to 83% over this period. These engaged golfers are responsible for over 94% of rounds played, and 97% of equipment spend. Those who are more engaged are significantly more likely to continue playing. Beginners: The number of beginners – about 2 million in 2015 - looks to be on the upswing again, more evidence of the participation bubble that began to build in 1997. Latent Demand: It is also encouraging to know that overall interest in playing golf remains very high. NGF survey research indicates there is more than one prospect golfer for every existing golfer, or about 25 million strong. Summary Positive economic indicators, an increase in weather-adjusted rounds played, and the return of private equity funding to the industry are just a few of the under-reported developments in golf that tell the current story of the industry. The continued supply correction, though painful for some operators, will result in more favorable competitive situations in some markets. Finally, participation has historically tracked closely with Real Adjusted Household Income, suggesting that if income increases, there’s a likelihood that the golfer trajectory would increase with it. Bay Area Market As was the case with nearly every golf market NGF examined nationally, average annual rounds played at many Bay Area golf courses dropped by 25% or more between the late 1990s / 2000 and the middle part of the 2000s. Based on rounds reported to NGF as part of our study effort back in 2011-12, rounds played among the direct competitive continued to decline through the Great Recession and into the 2010-11 period, though decreases in some of those years were at least partly attributable to weather variations. The decrease in activity levels was due to the number of golfers falling from its peak in the early 2000’s that resulted from a number of factors, including the “Tiger Effect” and the increased exposure of professional golf on network television. Another factor contributing significantly to the decline in average rounds played from its peak, both nationally and regionally, was the furious run-up in golf course supply during that time, especially in the public segment. Though the population growth of the Bay Area somewhat mitigated the increase in the number of golf courses, operators still felt the pain. For the nine-county Bay Area region, 27 total golf facilities were added between 1997 and 2006. This included 6 private (comprising 90 holes) and 21 public (360 holes) facilities. Still, even with the sharp decline off of peak activity levels, rounds played per 18 holes among the subset of municipal golf courses that Palo Alto GC competes with remain among the highest in the U.S. As we will note below in the ‘Competitive Golf Market’ section below, NGF’s tracking of activity trends (operator interviews) in PAGC’s primary trade area indicate that rounds played have stabilized over the last several years on a playable-day adjusted basis. (Subject notwithstanding, whose decline since 2012 can mostly be attributed to the disruption of the golf course in advance of construction). According to Golf DataTech, in 2015 the Pacific region saw rounds increase by 2.7%, while the San Francisco/Oakland submarket was up 1%. National Golf Foundation Consulting, Inc. – City of Palo Alto Final Report – 8 Rounds Played Annual % Change Year Over Year Census Divisions 2008 2009 2010 2011 2012 2013 2014 2015 San Francisco/Oakland -3.1% 0.4% -9.4% 2.1% 2.7% 10.0% -5.3% 1.0% United States -1.8% -0.6% -2.3% -2.5% 5.7% -4.9% -1.7% 1.8% The table above shows the longer-term trend in year-over-year rounds played, from both a national and Bay Area perspective. Though the Bay Area saw a larger rounds decrease in 2014 than the nation overall, NGF believes that the next few years will provide a stronger indication of whether playable day- adjusted rounds have stabilized, and whether the increasing population, coupled with the standstill in new course development, may result in activity levels rebounding somewhat. Local and Regional Golf Supply and Demand Indicators Below is a summary of key findings regarding the public golf supply/demand dynamic in Palo Alto GC’s primary trade area. This information is derived from the NGF Demand Model (based on ongoing NGF golf participation research), NGF U.S. Golf Facilities Database, and NGF Golf Market Analysis Platform (GolfMAP). There are thirteen total, including eight public, golf facilities (including Palo Alto GC) in the 10-mile market area, and 25 total facilities, including 21 public, within 15 miles of Palo Alto GC. The NGF database reveals no new golf course projects currently in planning or under construction within 15 miles of Palo Alto GC. Golf participation rates in the subject markets around Palo Alto GC are very similar to the national benchmark. However, due to the density of the population, the area has significantly more golfing households per 18 holes of golf than the nation overall. For example, in the 10-mile market area surrounding Palo Alto GC, there are 3.4 times as many golfing households per total 18 holes of golf than in the overall U.S. Supplementing golf demand from permanent residents are: (1) The area’s large number of major corporate and public employers, including many high-tech companies. These large employers are prime targets for soliciting tournament/outing play, which are generally strong revenue generators and expose a number of golfers to a facility for the first time; (2) Visitors to the Palo Alto area - though visitation numbers were not available for Palo Alto specifically, about 17 million people visit San Francisco alone each year, and the overall Bay Area has considerably more visitors than that. NGF research shows that roughly one-third of all golfers participate in the activity while traveling. With Baylands Golf Links should get its fair share of visitor demand, as it is designed to have “destination” appeal. People who express an interest in playing golf but have not yet started include former golfers and those who have never tried. The demographic profile of latent demand tends to be more female and younger than the population as a whole. Surveys show these golf-interested non-golfers cite several barriers to entry in golf, including the cost and social aspects (no one to play with). NGF research estimates that about 120,000 interested non-golfers live in PAGC’s 10-mile market. This represents a rich well of “prospects”, some of whom can be activated with creative programming aimed at inviting and “onboarding” them into the game. National Golf Foundation Consulting, Inc. – City of Palo Alto Final Report – 9 Competitive Golf Market NGF reviewed the public access golf market in which the current Palo Alto GC operates, with a focus on changes that may have occurred among the key competitors identified in the 2012 NGF study, plus Golf Club Moffett Field, which went public since the previous study. This group of potential competitors was chosen based on NGF market experience, with input from Palo Alto GC Golf Professional Brad Lozares and other area operators. The list is intended to be a representative subset, and is not totally exhaustive. For example, the city of San Jose’s “Muni” golf course is considered a key competitor, while the city’s other 18-hole offering – the shorter- length and much less popular Los Lagos – is not. The map below shows the location of these facilities in relation to Palo Alto Golf Course. Following the map are summary operational tables for these key competitors to PAGC and, potentially, to the reimagined Baylands Golf Links. Competitive Facility Location Map National Golf Foundation Consulting, Inc. – City of Palo Alto Final Report – 10 Summary Information – Primary Competitors The table below provides summary information regarding the golf courses we have identified as Palo Alto GC’s primary competitors. Palo Alto Municipal Golf Course Key Competitors – Summary Information Golf Facility Location Type Year Open Par / Slope Front Tee / Back Tee Location Relative to PAGC* Palo Alto Municipal Golf Course Palo Alto MU 18H 1956 67 / 104 4,482 / 5,558 -- Crystal Springs Golf Course Burlingame MU 18H 1924 72 / 125 5,530 / 6,628 16 mi NW Golf Club of Moffett Field Mountain View DF 18H 1956 72 / 117 5,386 / 6,572 4.5 mi Poplar Creek Golf Course San Mateo MU 18H 1933 70 / 115 4,768 / 6,042 14.5 mi NW San Jose Municipal Golf Course San Jose MU 18H 1968 72 / 118 4,200 / 6,700 13 mi SE Santa Clara Golf & Tennis Club Santa Clara MU 18H 1987 72 / 118 5,459 / 6,722 8.5 mi SE Santa Teresa Golf Club San Jose DF 27H 1963 71 / 126 5,460 / 6,737 24.5 mi SE Shoreline Golf Links Mountain View MU 18H 1983 72 / 127 5,437 / 6,608 2.5 mi SE Spring Valley Golf Course Milpitas DF 18H 1956 70 / 113 5,453 / 6,139 15 mi E Sunnyvale Golf Course Sunnyvale MU 18H 1969 70 / 118 5,173 / 6,255 5.5 mi SE *Air miles from subject site, rounded to half-mile; actual driving distances will likely be greater. Type: DF – Daily Fee; MU – Municipal National Golf Foundation Consulting, Inc. – City of Palo Alto Final Report – 11 The table below shows summary rounds played and green fee information regarding Palo Alto Municipal Golf Course and its primary competitors. Summary Operating Data – Palo Alto Municipal Golf Course and Primary Competitors Golf Facility 2011 Rounds 2015 Rounds Average 2015 Green + Cart Fee per Round 18-Hole Resident Green Fee (WD/WE) 18-Hole Non-Resident Green Fee (WD/WE) Per Person 18-Hole Cart Fee 18-Hole Twilight Green Fee (WD/WE) 18-Hole Senior Resident Green Fee (WD/WE) 18-Hole Super-Twi Green Fee (WD/WE) Palo Alto Municipal GC 66,740 42,048 $27 DNA $29/$39 $15 single rider $13 pp $25/$30 $25/DNA $16/$17 Crystal Springs Golf Course 63,000* 69,577 $32 DNA $47/$69 $17 $39/$46 $32/DNA $28/$38 Golf Club of Moffett Field N/A 39,985 N/A Google emp. $22 / $27 guest $35 / $49 $15 $14/$17 g/e $22/$30 guest DNA $12/$12 g/e $16/$22 guest Poplar Creek Golf Course 70,709 63,903 $36* $33/$45 $38/$53 $19 single rider $14 pp $27/$33 $27/DNA1 $19/$25 San Jose Municipal GC 78,000* 80,000 $38 DNA $38/$52 $15 $26/$33 $24/DNA $20/$24 Santa Clara Golf & Tennis 81,000 60,000 $31 $28/$38 $37/$53 $16 single rider $14 pp $17/$24 res $26/$30 n/r DNA $12/$14 res $16/$18 n/r Santa Teresa GC3 (18H) 72,000* 80,000 $39* DNA $42/$47/$63 $20 single rider $14 pp $25/$29/$34 $26/$26/DNA $17/$19/$25 Shoreline Golf Links 50,000 82,000 $27* $31/$47 $38/$54 $18 single rider $14 pp $18/$21 res $25/$28 n/r $21/DNA1 $10/$10 res $16/$18 n/r Spring Valley Golf Course N/A 61,000 N/A DNA $41/$60 $15 $30/$34 $30 M-F $19/$22 Sunnyvale Golf Course 72,535 73,000 $32* DNA/$45 $37/$50 $14 DNA/$27 res $27/$32 n/r DNA2 $17/$22 KEY *NGF Consulting estimate N/A – Information not available DNA – Does not apply / Not offered Note: For San Jose, Santa Teresa, “afternoon” rates used for twilight and “twilight” for super twilight; for Spring Valley, “afternoon” and evening used for twi / super-twi; Palo Alto late afternoon used for super-twi. 1 Non-resident seniors: $28 at Shoreline; senior discounts at Poplar Creek are for residents only; 2 Sunnyvale offers senior discount card. 3 Rounds listed are for regulation 18-hole course only. Source: Area golf operators; City CAFRs; City of San Jose golf audit. National Golf Foundation Consulting, Inc. – City of Palo Alto Final Report – 12 Summary of Findings – Key Changes Since 2012 Report Posted green fees, and average daily green + cart rates, have been flat for most of the competitive set for the last several years, with a few exceptions. The subject Palo Alto GC has reduced rates due to the course reconfiguration necessitated by the stockpiling of soil, while Santa Clara GC has reduced fees when course conditions warrant (fairways are now used for event parking, such as 49er games and concerts). Also, Mountain View’s Shoreline Golf Links, which hired a management company in 2012, has been aggressively discounting fees (e.g., through very affordable unlimited play monthly passes) to drive volume. Even considering the 25% or so decline in activity off of peak rounds achieved in the late 1990s, more than half of this competitive set hosts between 70,000 and 80,000 rounds each year, or more than twice the national average. There are few submarkets in the nation that produce these kinds of activity levels, which are largely attributable to the high number of golfers per 18 holes in the area. NGF interviews indicate that there have been no major facility improvements at Palo Alto GC’s key competitors since the time of our previous study, with the exception that a driving range was added at the City of San Mateo’s Poplar Creek. San Mateo is looking for ways to address the financial deficit at Poplar Creek, and has just issued an RFP for a feasibility study to explore alternative recreational uses for the property. Though the golf course generated an operational profit of ±$200,000 in FY 14, it was close to break-even operationally in FY 15, on just under 64,000 rounds. Annual $675,000 payments on $7.465 MM in golf course debt (for golf course renovation in 2000) brings the overall Golf Fund significantly into the red each year. Also, the General Fund charges the Golf Fund ~$140,000 annually for allocated overhead charges, and another ~$200,000 for Payment in Lieu of Taxes. NGF believes that, even with the addition of a driving range, Poplar Creek offers a significantly inferior product to what is proposed for Baylands. The course averages three out of five stars on both Yelp and GolfAdvisor, with most negative reviews centering on pace of play, poor drainage and overall course conditions. Golf Club Moffett Field, which is now owned by Google, has gone fully public since the time of the previous study, and hosted just under 40,000 rounds in 2015. Google recently finished improvements to the clubhouse, and is now improving the driving range, with a new grass tee line, target greens, and improved irrigation and drainage. There is also a tree program being implemented aimed at removing dead trees and trimming others throughout the golf course. As noted, PAGC’s chief competitor, the city of Mountain View’s Shoreline Golf Links, has reduced fees to drive volume. The strategy has worked, with the facility doing about 30,000 more rounds than it did back in 2011. Of course, Shoreline has also been the biggest beneficiary of Palo Alto GC’s disrupted operation. NGF noted macro Bay Area golf participation trends earlier. In terms of the direct competitive set, all but the subject Palo Alto GC and Santa Clara Golf & Tennis (SCG&T) have maintained, or even grown, their activity levels since our previous study. Santa Clara has lost about 25% of its play over the last four years, due to the aforementioned event parking. In 2015, the course lost 38 days to event parking (25 events, 47,000 cars), plus another 10 days for the Super Bowl. Sunnyvale GC has also reportedly lost some play recently after restaurant and bar closed due to the vendor leaving. National Golf Foundation Consulting, Inc. – City of Palo Alto Final Report – 13 Also contributing to the drop in activity levels at SCG&T is the uncertainty over the course’s future, as Related Santa Clara, a proposed mixed use city center concept, is likely to displace the golf course in the next year or two. This has resulted in the golf facility losing many large tournaments. Santa Clara’s closure should positively impact Baylands’ market share, as would the potential repurposing of Poplar Creek. Another potential closure would likely have less impact if it happened; San Jose’s Los Lagos GC, which the city has reportedly discussed repurposing in the face of operating deficits and an $18MM debt load, is a shorter length Los Lagos that NGF does not consider to be a key competitor of PAGC (will be even less so for Baylands Golf Links). Although not a direct competitor to Palo Alto Golf Course, 36-hole Sunol Valley GC and its ~80,000 rounds were removed from the market in late 2015. Though most of its customers will likely play elsewhere in the East Bay, some will likely find themselves occasionally coming across the Dumbarton Bridge to play at the new Baylands Golf Links. Also set to close is Pin High Golf Center in north San Jose, a popular stand-alone driving range. National Golf Foundation Consulting, Inc. – City of Palo Alto Final Report – 14 Conclusions & Updated Financial Projections NGF Consulting has prepared an analysis to show the potential economic performance of the newly branded Baylands Golf Links under Option G, taking into account our update of the external market place and the macro environment for golf participation in 2016. Our projections represent a “fair estimate of performance” for this facility based on our analysis of external factors, and our anticipation of the high quality golf experience that Baylands will bring to market, including excellent customer service. The Baylands Golf Links performance has been projected under the assumption that the operation is continued ‘as-is’ with three separate contracts for maintenance, pro shop and food/beverage. The basic contract terms provided to NGF by the City in 2016 are assumed to continue through FY2027. The NGF has also assumed a “standard” set of external assumptions for regional economic performance, consumer discretionary income, and weather, with neither severe declines nor increases in any of these measures through 2027. BASIS FOR ROUNDS AND REVENUE PROJECTIONS – 2016 For this 2016 updated assessment of Reconfiguration Option G, NGF has lowered its base scenario stabilized play projection from 75,700 rounds (NGF 2012 projection) to 71,000 rounds, based on the following factors: Though activity levels remain robust among PAGC’s competitive set, with several approaching or exceeding 80,000 annual rounds, NGF feels that it is prudent to take into account PAGC’s steady pattern of declining rounds from the FY 07 through FY 11 period (and continuing through the FY 15 season, though due to mitigating circumstances). Though the Baylands Golf Links is proposed to far exceed Palo Alto GC in quality, a conservative posture necessitates taking PAGC’s slide into account when making future projections for Baylands. Though NGF Consulting, based on its experience, is of the belief that “all golf is local”, we have taken into account the national attrition in the number of golfers over the last five years, as golf has faced some participation headwinds from occasional golfers and from golfer segments such as young adults. Having said that, NGF is confident that the current 2016 projections - based on market demand factors and the assumption that Baylands Golf Links will stand out as Silicon Valley’s best public golf course - are justifiable and achievable. The stabilized activity we have projected is 71,000 rounds, a number only moderately higher than PAGC achieved in FY 2010 with a product that was inferior to what a reconfigured and re-branded golf course will bring to market. Also, we feel we have been conservative in terms of green fees, with the highest riding rate of $69 (weekend mornings) very comparable to what the club’s current competitors are charging. Pro formas are, by their nature, models based on a set of assumptions that may or may not become reality and which are subject to a number of uncontrollable factors (e.g., weather variations, the economy, quality/quantity of the competition), but NGF believes that our projections represent a “reasonable” estimate of performance for the “Baylands” facility based on the factors discussed in this report. The overriding assumption is that Baylands, when completed, will stand out as the premier public golf experience in the south Peninsula / South National Golf Foundation Consulting, Inc. – City of Palo Alto Final Report – 15 Bay market. (‘Experience’ encompasses many things, including a challenging layout, appeal to multiple segments of golfers, excellent customer service, pleasing aesthetics, and good pace of play). Among the factors considered when crafting our projections for each model are: Expected high quality of the Baylands Golf Links at Palo Alto, which should stand out as the public golf gem of the Silicon Valley. Results of ERA’s 2008 survey for the City revealed that the number one reason Palo Alto GC was not the primary course of respondents was “course quality/play experience”. As noted, NGF believes there is a lack of truly outstanding direct competitors to Baylands Golf Links. None of the primary competitors have made major facility improvements since our last study, though Poplar Creek has added a driving range and the now fully public Golf Club Moffett Field is in the midst of clubhouse and driving range improvements. Re-branding and effective marketing of the new club, along with more proactive direct selling of outings and tournaments. Maintenance conditions that will position the facility in the upper tier of municipal golf courses in this market. Superior level of customer service. With initial green fees similar to what its current competitors are charging now, “Baylands” will offer a strong price/value proposition that will ensure that the improved golf course remains very competitive in the area market. This regional submarket (south Peninsula/South Bay) remains one of the most active markets for municipal golf in the nation. At the peak of the market, Palo Alto and several of its chief competitors realized annual activity levels approaching, or even exceeding, 100,000 rounds. Though play levels may never approach these extraordinary numbers again, several facilities are holding steady at ±80,000 rounds, despite offering only average golf experiences. The Bay Area and Silicon Valley economies are very strong, with the tech industry helping to shield the area from severe economic downturns. The area has some specific economic attributes that act as natural demand drivers for quality golf courses, including high incomes, an extremely robust corporate presence, high visitation (both leisure and business travelers), and low unemployment. The Milken Institute's Best-Performing Cities Index ranked the Santa Clara County metro area as No. 1 and the San Francisco-San Mateo region No. 2 for 2015. The area has significantly more golfing households per 18 holes of golf than the nation overall. For example, in the 10-mile market area surrounding Palo Alto GC, there are 3.4 times as many golfing households per total 18 holes of golf than in the overall U.S. Despite Moffett Field going fully public in 2014 (was semi-private at time of previous NGF study), there are plenty of golfers available to support public golf in this market. It is likely that no new golf course inventory will be added to this market for the foreseeable future, and the potential of further closures – most likely Santa Clara Golf & Tennis – will only help the supply/demand balance for public golf. NGF believes that the significant rounds played decreases at PAGC since the time of our last study are largely attributable to the course disruption and temporary reconfiguration of the golf course due to soil stockpiling, as well as uncertainty over when, or if, construction would begin on the new golf course. Baylands should be able to quickly win back many of the lost customers. National Golf Foundation Consulting, Inc. – City of Palo Alto Final Report – 16 FINANCIAL PROJECTIONS – ‘BAYLANDS GOLF LINKS’ (2017-2026) The NGF projection model assumes continued operation of the facility under the improvement scenario previously identified as “Option G.” This option would involve a complete renovation of the Palo Alto Municipal Golf Course (to be re-branded as “Baylands Golf Links”). The project will necessitate a full closure of the golf course from July 2016 through October 2017, with the facility re-opening as a brand new golf course with high quality golf features and higher fees than were in place prior to 2012. The full golf course irrigation system would be replaced and three new soccer fields would be added to the site. The improvement program includes rebuilding of all 18 greens, re-turfing of all fairways, construction of an on-course restroom, and rebuilding the practice green area. These changes should further enhance the product’s marketability and the golfer experience. The NGF revenue estimates have been crafted in consideration of the current operating structure at PAGC, and provide projections of Baylands Golf Links performance for the next 10 years. Projections for rounds and revenues assume successful completion of the proposed upgrades. The NGF has projected growth to approximately $3.27 million in total gross revenues (from all sources) to the City by 2020. Key Assumptions The Base assumptions in preparing the projected financial performance estimates cover several categories, including rounds activity, green fees, average revenues (carts, range, concessions, etc.), total revenue, expenses, capital and debt. The NGF has assumed use of more complimentary and discount rounds in the initial years after reopening for the purposes of gaining back lost customers, stimulating trial, and general promotions. Rounds Performance The rounds activity performance assumptions include: Baylands Golf Links will be closed for the entire 12 months of FY2017, and the first four months of FY2018, with no activity on the golf course. We assume the driving range will remain open during this period. Baylands Golf Links is projected to re-open in November 2017, and host a total of 48,000 rounds in the final eight months of FY2018. In 2019, we project growth to 62,700 rounds and then 71,000 rounds in FY2020. This FY2020 level of rounds activity is projected to remain stable through FY2026. Rounds projections assume the general mix of play by category remains constant through FY 2026, with modest increases in tournament and junior rounds. The 71,000 total ‘stabilized’ rounds activity represents a 5.4% increase over actual rounds activity in FY 2011 (last full year before changes), but is about 11% lower than the recent peak of just over 79,900 rounds hosted in FY2007. The NGF expects our stabilized estimate of 71,000 rounds is representative of market observations in 2016, and reflective of operating the golf course at a higher price point than previous years. In public golf, higher green fees typically lead to reduced rounds, but increased revenue overall. The overall distribution of rounds by category is shown in the table below: National Golf Foundation Consulting, Inc. – City of Palo Alto Final Report – 17 Palo Alto Municipal Golf Course (Baylands Golf Links) Projected Activity (2017-2026) Closed 12 mos. For full renov. Closed Jul-Oct Open Nov-June (4 mos. Closed) Operating on 18 holes for full year FY2017 FY2018 FY2019 FY2020 -2026 Weekday 18-Hole 0 4,000 5,000 6,000 Senior Non-Resident 0 4,700 5,500 6,200 9-Hole 0 1,100 1,300 1,500 Senior 0 600 800 1,000 Junior 0 1,000 1,300 1,500 Early Bird 0 500 700 900 Twilight 0 8,400 11,000 11,600 Specials 0 5,600 7,600 8,500 Junior Card 0 800 1,000 1,200 Senior Card 0 600 800 1,000 Non-Resident Senior Card 0 3,000 4,200 4,700 Sub-Total Weekday 0 30,300 39,200 44,100 Weekend 18-Hole 0 7,600 10,500 11,600 9 Hole 0 1,400 1,800 2,200 Junior 0 600 800 1,200 Twilight 0 4,600 5,500 5,900 Sub-Total Weekend 0 14,200 18,600 20,900 Complimentary Play 0 2,200 2,500 2,500 Tournaments 0 1,300 2,400 3,500 TOTAL ROUNDS 0 48,000 62,700 71,000 Average Fees / Revenue The average green fees per round by category are shown in the table that follows. Key assumptions driving this estimate include: Upon re-opening on 18 holes (assumed November 1, 2017), average fees in each category are increased approximately 15% over FY2012 (rounded). This equates to a highest 18-hole weekend green fee of $54 (max at $69 with cart) and a highest weekday fee of $42.50 ($57.50 with cart). Other green fees are adjusted accordingly, with the lowest fees for Juniors ($17/$18) and various other specials at $22.00. All green fees are assumed to increase at 1.0% per year through 2020, 1.5% from 2021-2022, 2.0% in 2023-2024 and 2.5% in 2025-2026. Average Cart fee and driving range revenue per round in FY2017 is based on the actuals in FY2012, and then increased by 2% per year through 2026. Average merchandise sales per round in FY2017 is based on the actuals in FY2012, and then increased by 2% per year through 2026. National Golf Foundation Consulting, Inc. – City of Palo Alto Final Report – 18 Average food and bar sales in FY2017 are based on the actual in FY2012, and then increased by 2% per year through 2026. The NGF estimates for average green fees by category and ancillary revenue per round: Palo Alto Municipal Golf Course (Baylands Golf Links) Projected Average Green Fees and Ancillary Revenue per Round (2018-2026) FY2018 FY2019 FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 Weekday 18-Hole $42.50 $42.93 $43.35 $44.00 $44.66 $45.56 $46.70 $47.86 $49.06 Senior Non-Resident $37.00 $37.37 $37.74 $38.31 $38.88 $39.66 $40.65 $41.67 $42.71 9-Hole $24.00 $24.24 $24.48 $24.85 $25.22 $25.73 $26.37 $27.03 $27.70 Senior $32.00 $32.32 $32.64 $33.13 $33.63 $34.30 $35.16 $36.04 $36.94 Junior $17.00 $17.17 $17.34 $17.60 $17.87 $18.22 $18.68 $19.15 $19.62 Early Bird $26.50 $26.77 $27.03 $27.44 $27.85 $28.41 $29.12 $29.84 $30.59 Twilight $34.50 $34.85 $35.19 $35.72 $36.26 $36.98 $37.91 $38.85 $39.83 Specials $22.00 $22.22 $22.44 $22.78 $23.12 $23.58 $24.17 $24.78 $25.40 Junior Card $22.50 $22.73 $22.95 $23.30 $23.65 $24.12 $24.72 $25.34 $25.97 Senior Card $27.00 $27.27 $27.54 $27.96 $28.38 $28.94 $29.67 $30.41 $31.17 Non-Res. Senior Card $31.50 $31.82 $32.13 $32.62 $33.10 $33.77 $34.61 $35.48 $36.36 Weekend 18-Hole $54.00 $54.54 $55.09 $55.91 $56.75 $57.89 $59.33 $60.82 $62.34 9 Hole $28.50 $28.79 $29.07 $29.51 $29.95 $30.55 $31.31 $32.10 $32.90 Junior $18.00 $18.18 $18.36 $18.64 $18.92 $19.30 $19.78 $20.27 $20.78 Twilight $39.00 $39.39 $39.78 $40.38 $40.99 $41.81 $42.85 $43.92 $45.02 Tournaments $40.00 $40.40 $40.80 $41.42 $42.04 $42.88 $43.95 $45.05 $46.17 Additional Revenue Center (per Round) Avg. Cart Fee / Round $4.60 $4.69 $4.79 $4.88 $4.98 $5.08 $5.18 $5.28 $5.39 Avg. Range / Round $5.25 $5.36 $5.46 $5.57 $5.68 $5.80 $5.91 $6.03 $6.15 Merchandise / Round $9.94 $10.14 $10.34 $10.55 $10.76 $10.97 $11.19 $11.42 $11.65 Food per Round $9.56 $9.75 $9.95 $10.15 $10.35 $10.56 $10.77 $10.98 $11.20 Bar per Round $2.23 $2.27 $2.32 $2.37 $2.41 $2.46 $2.51 $2.56 $2.61 Other Revenue Assumptions Total green fee revenue includes all discount (10-play) cards and monthly passes. Ancillary revenue per round (carts, merchandise, range, food, bar, other) is derived from total rounds, including complimentary rounds. Concession revenue to the City of Palo Alto assumes the same current contract basics through FY2026. The City is assumed to collect: (1) 7% of all F & B revenue; and (2) 5% of merchandise sales. Utility payment is estimated by NGF as fixed at $18,000 during construction (FY2017) and $26,000 beginning in FY2018 with 2% annual inflation. Expense Assumptions Labor expenses are for City oversight only. These include allocations for contract oversight, Parks and Recreation Director, Division manager, etc. The estimate is intended to include both salary and benefits allocation and is increased by 4.8% in 2019, 4.1% in 2020, 3.9% in 2021-2022 and 3.8% for 2023 – 2026. National Golf Foundation Consulting, Inc. – City of Palo Alto Final Report – 19 Commissions paid to the pro shop vendor include 20% of gross driving range and cart revenue, plus 5% of green fee revenue after re-opening in FY2018. The pro shop management fee is fixed at $30,500 for FY2017 (during construction), increasing to $300,000 per year after full reopening (2018-2026). Increases for inflation are assumed at 2.6% per year through FY2026. Reimbursements for merchant fees (mostly credit card fees) are assumed to be $4,500 for FY2017, and then set at 1.4% of total facility revenue. Contract maintenance expense to the City of Palo Alto assumes: $18,158 per month for the full FY2017 (course closed). $415,000 lump sum for the first four months of FY2018 (manage grow-in), then $64,105 per months for the last 8 months of FY2018. $66,800 per month in FY2019, growing at 2.6% annually through 2026. Other expenses such as repairs, maintenance, supplies, club fees, materials and other indirect expenses are all based on City estimates for FY2017, and then based on previous years’ actual expenses for 2018-2026, with variable increases between 1.7% and 3.9% as per City schedule. Advertising and publishing expense is increased to $30,000 in FY2018 to account for enhanced marketing of the upgraded facility and re-theme as “Baylands Golf Links.” Advertising and publishing expense is then reduced in subsequent years to a “standard” of around $17,000 per year (increasing between 1.7% and 3.9% through FY2026 as per City schedule). Water expense has been highly variable and NGF projections are based on previous years’ average with adjustment for the new golf course design. The NGF has used the average of 2012-2014 water expense ($313,600), with a 9.5% reduction factor from the new design. NGF also applied a 5% inflation factor to water expense to provide some conservatism to the expense estimate with the greatest unknown in the operation. Other direct charges (including electric) are derived from the City estimate for FY2017, increasing between 1.7% and 3.9% through FY2026 as per City schedule. Debt Service and Other Non-Operating Expense Assumptions The NGF has assumed that the $8,288,700 in cost needed to complete the Baylands upgrade project will be funded via the issuance of a new debt program (revenue or General Obligation Bond). A debt service payment schedule to retire the new $8,288,700 loan was provided by the City, and assumes a 25-year payback. Non-operating revenue attributed to the existing debt service is assumed to continue at 6% of debt service payment as long as payments continue (through FY2018). The Cost Plan Charges are based on actual FY2017 charge of $25,000 with historical 5% growth through the end of FY2026. The NGF has added a new “Operating & Capital Reserve” line to the pro forma beginning in FY2018, set at 10% of green fee revenue. National Golf Foundation Consulting, Inc. – City of Palo Alto Final Report – 20 Pro Forma Estimate for ‘Option G’ Scenario – FY2017 – FY2026 Utilizing the above assumptions and activity/revenue estimates, NGF Consulting has prepared a pro forma for the next 10 years of operation. The table shows that the renovated Baylands Golf Links could produce net income to the City in the range of $1.17 to $1.18 million (stable) before debt, cost plan and reserves. After all existing and future debt service obligations are considered, the facility is expected to produce net income to the City, after all expenses and charges, in the range of ±$290,000 (stable). As this is a projection, all operating revenue and expense figures have been rounded to the nearest $100 for simplicity. National Golf Foundation Consulting, Inc. – City of Palo Alto Final Report – 21 Palo Alto Municipal Golf Course (Baylands Golf Links) Projected Total Revenue and Expense (FY 2017 – FY 2026) Closed – only range open Open 8 months + Closed 4 months Full 18 holes open Full 18 holes open Full 18 holes open Full 18 holes open Full 18 holes open Full 18 holes open Full 18 holes open Full 18 holes open Revenues FY2017 Projected FY2018 Projected FY2019 Projected FY2020 Projected FY2021 Projected FY2022 Projected FY2023 Projected FY2024 Projected FY2025 Projected FY2026 Projected Golf Course Revenues Green Fees (Incl. Cards) $0 $1,571,252 $2,091,470 $2,395,409 $2,431,340 $2,467,810 $2,517,166 $2,580,096 $2,644,598 $2,710,713 Cart Fees 0 220,800 294,200 339,800 346,600 353,500 360,600 367,800 375,200 382,700 Driving Range 155,000 252,000 335,800 387,800 395,600 403,500 411,500 419,800 428,200 436,700 Tournament / League Fees 0 1,400 1,900 2,100 2,100 2,100 2,100 2,100 2,100 2,100 Other 24,000 8,600 11,300 12,800 12,800 12,800 12,800 12,800 12,800 12,800 Total Golf Course Revenues $179,000 $2,054,052 $2,734,670 $3,137,909 $3,188,440 $3,239,710 $3,304,166 $3,382,596 $3,462,898 $3,545,013 Concession Payments Food and Beverage Concession Minimum Lease $18,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 Variable Portion $0 $39,600 $52,800 $61,000 $62,200 $63,400 $64,700 $66,000 $67,300 $68,700 Utility Payment $18,000 $26,000 $26,500 $27,000 $27,500 $28,100 $28,700 $29,300 $29,900 $30,500 Total from F & B Concession $36,000 $65,600 $79,300 $88,000 $89,700 $91,500 $93,400 $95,300 $97,200 $99,200 Pro Shop Lease Minimum Lease $18,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 Merchandise (4%) $0 $23,900 $31,800 $36,700 $37,400 $38,200 $39,000 $39,700 $40,500 $41,300 Total From Pro Shop Concession $18,000 $23,900 $31,800 $36,700 $37,400 $38,200 $39,000 $39,700 $40,500 $41,300 Total Gross to City $233,000 $2,143,552 $2,845,770 $3,262,609 $3,315,540 $3,369,410 $3,436,566 $3,517,596 $3,600,598 $3,685,513 National Golf Foundation Consulting, Inc. – City of Palo Alto Final Report – 22 Operating Expenses FY2017 Projected FY2018 Projected FY2019 Projected FY2020 Projected FY2021 Projected FY2022 Projected FY2023 Projected FY2024 Projected FY2025 Projected FY2026 Projected Salaries & Benefits $129,900 $163,800 $171,700 $178,700 $185,700 $192,900 $200,200 $207,800 $215,700 $223,900 Range Fees 31,700 50,400 67,200 77,600 79,100 80,700 82,300 84,000 85,600 87,300 Cart Fees 0 44,200 58,800 68,000 69,300 70,700 72,100 73,600 75,000 76,500 Club Fees 4,200 4,300 4,500 4,700 4,900 5,100 5,300 5,500 5,700 5,900 Fixed Management Fee 30,500 300,000 307,800 315,800 324,000 332,400 341,000 349,900 359,000 368,300 Merchant Fees Reimbursement 4,500 28,800 38,300 43,900 44,600 45,400 46,300 47,400 48,500 49,600 Contract Maintenance 218,000 927,800 801,600 812,300 833,400 855,100 877,300 900,100 923,500 947,500 Repairs & maintenance 6,700 43,700 45,400 46,600 47,800 49,000 50,300 51,600 52,900 54,300 Advertising & Publish 15,000 30,000 17,000 17,400 17,900 18,400 18,900 19,400 19,900 20,400 Supplies and Materials 13,500 45,000 46,800 48,000 49,200 50,500 51,800 53,100 54,500 55,900 Water Expense 60,000 295,000 308,300 323,700 339,900 356,900 374,700 393,400 413,100 433,800 Other Direct Charges (Incl. Electric) 41,500 43,100 44,800 46,000 47,200 48,400 49,700 51,000 52,300 53,700 Indirect Charges 65,900 103,500 107,500 110,300 113,200 116,100 119,100 122,200 125,400 128,700 Total City Operating Expenses $621,400 $2,079,600 $2,019,700 $2,093,000 $2,156,200 $2,221,600 $2,289,000 $2,359,000 $2,431,100 $2,505,800 Net Income From Operations (Loss) ($388,400) $63,952 $826,070 $1,169,609 $1,159,340 $1,147,810 $1,147,566 $1,158,596 $1,169,498 $1,179,713 Non-operating Capitalized Interest $369,350 $184,675 $0 $0 $0 $0 $0 $0 $0 $0 Total Non-operating $369,350 $184,675 $0 $0 $0 $0 $0 $0 $0 $0 Total Income (Incl. Non-operating) ($19,050) $248,627 $826,070 $1,169,609 $1,159,340 $1,147,810 $1,147,566 $1,158,596 $1,169,498 $1,179,713 Debt Service $429,020 $429,020 $0 $0 $0 $0 $0 $0 $0 $0 New Debt Service $369,350 $369,350 $569,350 $573,350 $572,050 $573,450 $574,450 $575,050 $570,250 $570,250 Operating & Capital Reserve $0 $157,125 $209,147 $239,541 $243,134 $246,781 $251,717 $258,010 $264,460 $271,071 Cost Plan Charges $25,000 $26,300 $27,600 $29,000 $30,500 $32,000 $33,600 $35,300 $37,100 $39,000 Total Debt / Other Charges $823,370 $981,795 $806,097 $841,891 $845,684 $852,231 $859,767 $868,360 $871,810 $880,321 Net Income or (Loss) ($842,420) ($733,168) $19,973 $327,718 $313,656 $295,579 $287,800 $290,236 $297,688 $299,392 National Golf Foundation Consulting, Inc. – City of Palo Alto Final Report – 23 NGF PROJECTION SENSITIVITY ANALYSIS As noted, pro forma projections have been made under a set of assumptions that may or may not come to fruition. Also, projections are subject to several uncontrollable factors such as yearly weather variations, economic conditions, and the nature of the competition. Therefore, in the interest of conservatism we have prepared a sensitivity analysis for Baylands Golf Links projections of two key variables related to revenues – rounds played and average green fee. Specifically, we have run three scenarios that present deviations from the “base” model presented above: (1) Rounds reduced to moderately lower than projected FY2020 performance, continuing downward trend; (2) Average green fee increasing over current by just less than half the 15% projected increase in base model; and (3) Rounds and average green fees both lower, in combination. Because of the virtually limitless number of combinations, other variables, such as fixed operating expenses, remain the same as in the base scenario. The sensitivity scenarios reveal that the lower than projected (base) green fee growth would result in a reduction in net income of approximately 48% from the base case. Reduced rounds result in a ±$405,600 reduction in net income, while the “worst case” – both rounds and green fee increases below the projected base model – produces about $541,400 lower net income. (See Appendix B for full pro formas). Sensitivity Analysis - Summary for 2020 Summary in FY2020 (Stabilized Year) Expected Case (Base Scenario) Reduced Rounds Scenario Reduced Fees Scenario Reduced Rounds + Fees Scenario FY2020 Projected FY2020 Projected FY2020 Projected FY2020 Projected TOTAL ROUNDS 71,000 61,100 71,000 61,100 ANNUAL ROUNDS REVENUE $2,395,409 $2,052,277 $2,219,315 $1,901,376 AVERAGE GREEN FEE PER ROUND $33.74 $33.59 $31.26 $31.12 Total Golf Course Revenues $3,137,909 $2,691,177 $2,961,815 $2,540,276 Concessions Total from F & B Concession $88,000 $79,500 $88,000 $79,500 Total From Pro Shop Concession $36,700 $31,600 $36,700 $31,600 Total Gross to City $3,262,609 $2,802,277 $3,086,515 $2,651,376 Expenses Total City Operating Expenses $2,093,000 $2,072,600 $2,093,000 $2,072,600 Net Income From Operations (Loss) $1,169,609 $729,677 $993,515 $578,776 Total Debt/Other Charges $841,891 $807,578 $824,281 $792,488 Net Income or (Loss) $327,718 ($77,901) $169,233 ($213,712) National Golf Foundation Consulting, Inc. – City of Palo Alto Final Report – 24 FINANCIAL PROJECTIONS SUMMARY The results of the NGF Consulting financial projections for the proposed-to-be upgraded “Baylands Golf Links,” based on the analysis and assumptions presented in this report, show that the facility will generate improved revenue performance compared to the existing facility before recent changes. We have assumed that the construction to renovate the facility will take a full year to complete, plus an additional four months of “grow-in,” meaning the golf course will be closed for a full 16 months (July 2016 – October 2017). The key observations regarding NGF-projected “Baylands Golf Links at Palo Alto” financial performance: NGF has projected significant economic loss during the two fiscal years during which the course will be renovated. In FY2017, NGF projects a loss on operations of ($842,400), which includes the $369,350 debt payment noted on the schedule provided by the City, as well as the existing debt service of $429,020 through FY 18. In FY2018, the course would be open for eight months, but still suffer a projected ($733,200) loss on operations (including debt service). After re-opening and recovery to a stabilized 71,000 rounds of golf, NGF is projecting total City revenue in excess of $3.14 million, equal to the $3.14 million the City generated in a recent peak year in FY2008. The FY2008 revenue was generated from 77,989 total rounds, or an average of $40.24 per round of golf. In FY2020, the NGF is projecting total average City revenue per round to be $45.95, showing improved average revenue per round on slightly fewer total rounds hosted. Based on the schedule of debt payments provided by the City, the NGF is projecting that the newly upgraded “Baylands Golf Links at Palo Alto” will fully cover all obligations beginning in FY2019, the first full (12 months) year of operation after re-opening. The NGF expects net income after debt and other charges to stabilize between $290,000 and $320,000 each year from FY2020 through FY2026. In reviewing sensitivity, NGF projections show that a 15% decline in estimated rounds would lead to reduced net income that may not be sufficient to fully cover the debt service needed to retire the project cost. However, this total of 61,000 stabilized rounds is much lower than several of the area’s public golf competitors, many of which have much lower quality than is expected of the new Baylands Golf Links. Also, the sensitivity estimate of 61,000 rounds is also lower than the 62,900+/- hosted in 2012 when the City began its stockpile of soil and temporary reconfiguration of the golf course, resulting in reduced rounds. If Palo Alto is not able to increase(or sustain increases) in golf fees, the NGF projects the new Baylands Golf Links will still remain profitable after debt costs with rounds at 71,000. This estimate shows that rounds activity is the key driving force in the golf course’s profitability. The NGF estimate is for total net income after debt to be around $100,000 (stabilized), even if golf fees come in 7.5% lower than expected in the base case. When combined with smaller fee increases, the reduced rounds activity could lead to revenues falling as low as $2.5 million +/-, and the City being as much as ($310,000) short of covering total debt service in a stable year after re-opening. National Golf Foundation Consulting, Inc. – City of Palo Alto Final Report – 25 Summary Statement After reassessing the basic assumptions driving activity level and economic projections for PAGC’s reconfiguration Option G, NGF has concluded that our fundamental premise in assessing the likely market impact of the newly branded Baylands Golf Links – that the club, as planned, will stand out as the highest quality public golf experience in the Silicon Valley - remains very sound. However, in consideration of the attrition in rounds played at the subject facility over the last decade, as well as some participation headwinds that golf has been facing with less engaged golfers, we have lowered our stabilized rounds projections for Baylands facility by about 6.5%. This regional submarket (south Peninsula/South Bay) remains one of the most active markets for municipal golf in the nation. Several direct competitors to Palo Alto GC continue to achieve ±80,000 annual rounds played, despite offering only average golf experiences. The fundamental golf demand profile of the market remains very solid. The local economy is strong, and the area has economic attributes that act as natural demand drivers for quality golf courses, including high incomes, a strong corporate presence, high visitation, and low unemployment. Also, the 10-mile market has added nearly 48,000 net new residents since 2010, and latent demand (interested non-golfers) is very robust in the area, providing an opportunity for savvy operators to “activate” these prospects. We believe that proper implementation (adequate budgets, quality control, effective branding and marketing, and customer service commensurate with the golf experience) of the program will have a dramatic effect on driving new business to the “new” golf facility. Though replacement or major of the clubhouse is not planned at this time, NGF recommends that, at the least, cosmetic improvements (e.g., fresh paint, landscaping) be done to the buildings, grounds and entryway. Also, as noted in our previous study, a commitment on the City’s part to becoming certified with Audubon International as a “Sanctuary Golf Facility” is an integral part of the ability to market the course as a “green” aware golf facility. NGF is confident that the current projections, based on market factors and the assumption that Baylands Golf Links will stand out as Silicon Valley’s best public golf course, are justifiable and achievable. The stabilized activity we have projected is 71,000 rounds, a number only moderately higher than PAGC achieved in FY 2010 with a product that was inferior to what a reconfigured and re-branded golf course will bring to market. Based on the schedule of debt payments provided by the City, NGF projects that the newly upgraded “Baylands Golf Links at Palo Alto” will fully cover all obligations beginning in FY2019, the first full (12 months) year of operation after re-opening. The NGF expects net income after debt and other charges to stabilize between $290,000 and $320,000 each year from FY2020 through FY2026. Other considerations that were not part of the scope of this study include whether the management structure of the facility – multiple concessions – will be the best fit for Baylands Golf Links going forward, and whether other major improvements, including addition of meeting space, should be undertaken concurrently with the golf course improvements to maximize market impact. NGF has included our initial high-level opinions on these issues, initially presented in the 2012 study, in Appendices C and D. …….. National Golf Foundation Consulting, Inc. – City of Palo Alto Final Report – 26 Appendices APPENDIX A – GOLF & THE MILLENNIAL GENERATION APPENDIX B – SENSITIVITY ANALYSIS PRO FORMAS APPENDIX C – PALO ALTO GOLF COURSE MANAGEMENT STRUCTURE APPENDIX D – CONSIDERATION OF OTHER IMPROVEMENTS National Golf Foundation Consulting, Inc. – City of Palo Alto Final Report – 27 APPENDIX A – GOLF & THE MILLENNIAL GENERATION In 2015, the NGF completed a comprehensive review of golf participation among the 18-34 year-old group known collectively as the “Millennial” generation. The NGF’s study of Millennials was in response to a drop in participation among this age group and a part of an industry effort to better understand golfing habits of young adults. What we discovered was that while this important segment of the population is more closely tethered to the sport than most think, the commitment isn’t what it was compared to previous generations when they were the same age. The NGF study of Millennials confirmed that one out of every four golfers is a Millennial, and that there are 12 million non-golfers among the generation that are “very or somewhat interested” in playing golf now. This contradicts media coverage of golf and Millennials that suggests progressive lifestyles, preferences and stressed finances are misaligned with golf’s old-fashioned sensibilities and pay-for-play nature. The fact is there are six million Millennials playing about 90 million rounds and spending $5 billion on golf annually. However, millennial golfers are not all created equal when it comes to their connection to the sport, as significant differences exist among this generation. The NGF divided the generation into three distinct segments based on key attitudinal and perceptual traits. Understanding each of these is crucial to better adapting to and serving needs and expectations. The good news for golf is that more than half of millennial golfers are committed to the game and are unlikely to leave the sport barring any significant health or life-changing situations. It’s the second half of the population where golf has challenges. The segments include: “Throwbackers” (3.3 million golfers, 51% of millennial golfers) – Akin to golf purists or traditionalists, ‘Throwbackers’ tend to behave just as avid golfers did generations before them and therefore share perceptions of the game that mirror the Boomer (parents’) generation. This group enjoys the challenge and is motivated by competition and staying fit. They work on their game, keep score and respect the rules. While they do have concerns about the game and shouldn’t be taken for granted, we expect this group is “very likely” to continue playing in the future. “Breakfast Ballers” (1.4 million golfers, 22% of millennial golfers) - This segment is drawn to the game for vastly different reasons. They play less frequently and are more motivated by excitement, adrenaline and the opportunity to socialize. Golf for them is not a lifestyle but a conduit for their social lives. Golf is appealing, but it’s not enough – they want Golf-Plus. They’re likely to enhance the experience with music, alcohol, gambling and social media. Although competitive, roughly half of Breakfast Ballers don’t keep score, and many pay little attention to the rules. Though generally committed to the game, most think golf is too serious, stuffy and in need of reform. It’s this segment that presents the best opportunity for participation growth. “Dabblers” (1.7 million golfers, 27% of millennial golfers) - While we count these participants as “golfers” because they played golf during the past year, most of them don’t really consider themselves golfers. Dabblers tend to be more female, and play infrequently, typically at the urging of someone else. They don’t keep score and only one-third say they enjoy golf “a lot.” These customers are just “dabbling” at golf, and without some intervention are unlikely to develop into better customers. The last group notwithstanding, golf has a far more active and committed base of younger participants than it’s been given credit for. Still, the sport is not as attractive to this age group when compared to previous generations, and a better understanding of motivations for engaging in golf will help the sport golf attract even more young people. National Golf Foundation Consulting, Inc. – City of Palo Alto Final Report – 28 APPENDIX B – SENSITIVITY ANALYSIS PRO FORMAS The tables below illustrate the three sensitivity analysis pro formas that present deviations from the “base” model: (1) Rounds reduced to moderately lower than projected FY2020 performance; (2) Average green fee increasing over current by just less than half the 15% projected increase in base model; and (3) Rounds and average green fees both lower, in combination. Sensitivity Analysis - Summary for FY 2020 Summary in FY2020 (Stabilized Year) Expected Case (Base Scenario) Reduced Rounds Scenario Reduced Fees Scenario Reduced Rounds + Fees Scenario FY2020 Projected FY2020 Projected FY2020 Projected FY2020 Projected TOTAL ROUNDS 71,000 61,100 71,000 61,100 ANNUAL ROUNDS REVENUE $2,395,409 $2,052,277 $2,219,315 $1,901,376 AVERAGE GREEN FEE PER ROUND $33.74 $33.59 $31.26 $31.12 Total Golf Course Revenues $3,137,909 $2,691,177 $2,961,815 $2,540,276 Concessions Total from F & B Concession $88,000 $79,500 $88,000 $79,500 Total From Pro Shop Concession $36,700 $31,600 $36,700 $31,600 Total Gross to City $3,262,609 $2,802,277 $3,086,515 $2,651,376 Expenses Total City Operating Expenses $2,093,000 $2,072,600 $2,093,000 $2,072,600 Net Income From Operations (Loss) $1,169,609 $729,677 $993,515 $578,776 Total Debt/Other Charges $841,891 $807,578 $824,281 $792,488 Net Income or (Loss) $327,718 ($77,901) $169,233 ($213,712) National Golf Foundation Consulting, Inc. – City of Palo Alto Final Report – 29 Reduced Rounds Sensitivity Spreadsheet Palo Alto Municipal Golf Course (Baylands Golf Links) Projected Total Revenue and Expense - Reduced Rounds Sensitivity (FY 2017 – FY 2026) Closed – only range open Open 8 months + Closed 4 months Full 18 holes open Full 18 holes open Full 18 holes open Full 18 holes open Full 18 holes open Full 18 holes open Full 18 holes open Full 18 holes open FY2017 Projected FY2018 Projected FY2019 Projected FY2020 Projected FY2021 Projected FY2022 Projected FY2023 Projected FY2024 Projected FY2025 Projected FY2026 Projected Rounds -0- 41,100 54,000 61,100 61,100 61,100 61,100 61,100 61,100 61,100 Golf Course Revenues Green Fees (Incl. Cards) $0 $1,334,132 $1,789,587 $2,052,277 $2,083,061 $2,114,307 $2,156,593 $2,210,508 $2,265,770 $2,322,415 Cart Fees 0 189,100 253,400 292,400 298,300 304,200 310,300 316,500 322,800 329,300 Driving Range 155,000 215,800 289,200 333,700 340,400 347,200 354,200 361,200 368,500 375,800 Tournament / League Fees 0 1,200 1,600 1,800 1,800 1,800 1,800 1,800 1,800 1,800 Other 24,000 7,400 9,700 11,000 11,000 11,000 11,000 11,000 11,000 11,000 Total Golf Course Revenues $179,000 $1,747,632 $2,343,487 $2,691,177 $2,734,561 $2,778,507 $2,833,893 $2,901,008 $2,969,870 $3,040,315 Concession Payments Food and Beverage Concession Minimum Lease $18,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 Variable Portion $0 $33,900 $45,500 $52,500 $53,500 $54,600 $55,700 $56,800 $57,900 $59,100 Utility Payment $18,000 $26,000 $26,500 $27,000 $27,500 $28,100 $28,700 $29,300 $29,900 $30,500 Total from F & B Concession $36,000 $59,900 $72,000 $79,500 $81,000 $82,700 $84,400 $86,100 $87,800 $89,600 Pro Shop Lease Minimum Lease $18,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 Merchandise (4%) $0 $20,400 $27,400 $31,600 $32,200 $32,900 $33,500 $34,200 $34,900 $35,600 Total From Pro Shop Concession $18,000 $20,400 $27,400 $31,600 $32,200 $32,900 $33,500 $34,200 $34,900 $35,600 Total Gross to City $233,000 $1,827,932 $2,442,887 $2,802,277 $2,847,761 $2,894,107 $2,951,793 $3,021,308 $3,092,570 $3,165,515 National Golf Foundation Consulting, Inc. – City of Palo Alto Final Report – 30 Operating Expenses FY2017 Projected FY2018 Projected FY2019 Projected FY2020 Projected FY2021 Projected FY2022 Projected FY2023 Projected FY2024 Projected FY2025 Projected FY2026 Projected Salaries & Benefits $129,900 $163,800 $171,700 $178,700 $185,700 $192,900 $200,200 $207,800 $215,700 $223,900 Range Fees 31,700 43,200 57,800 66,700 68,100 69,400 70,800 72,200 73,700 75,200 Cart Fees 0 37,800 50,700 58,500 59,700 60,800 62,100 63,300 64,600 65,900 Club Fees 4,200 4,300 4,500 4,700 4,900 5,100 5,300 5,500 5,700 5,900 Fixed Management Fee 30,500 300,000 307,800 315,800 324,000 332,400 341,000 349,900 359,000 368,300 Merchant Fees Reimbursement 4,500 28,800 38,300 43,900 44,600 45,400 46,300 47,400 48,500 49,600 Contract Maintenance 218,000 927,800 801,600 812,300 833,400 855,100 877,300 900,100 923,500 947,500 Repairs & maintenance 6,700 43,700 45,400 46,600 47,800 49,000 50,300 51,600 52,900 54,300 Advertising & Publish 15,000 30,000 17,000 17,400 17,900 18,400 18,900 19,400 19,900 20,400 Supplies and Materials 13,500 45,000 46,800 48,000 49,200 50,500 51,800 53,100 54,500 55,900 Water Expense 60,000 295,000 308,300 323,700 339,900 356,900 374,700 393,400 413,100 433,800 Other Direct Charges (Incl. Electric) 41,500 43,100 44,800 46,000 47,200 48,400 49,700 51,000 52,300 53,700 Indirect Charges 65,900 103,500 107,500 110,300 113,200 116,100 119,100 122,200 125,400 128,700 Total City Operating Expenses $621,400 $2,066,000 $2,002,200 $2,072,600 $2,135,600 $2,200,400 $2,267,500 $2,336,900 $2,408,800 $2,483,100 Net Income From Operations (Loss) ($388,400) ($238,068) $440,687 $729,677 $712,161 $693,707 $684,293 $684,408 $683,770 $682,415 Non-operating Capitalized Interest $369,350 $184,675 $0 $0 $0 $0 $0 $0 $0 $0 Total Non-operating $369,350 $184,675 $0 $0 $0 $0 $0 $0 $0 $0 Total Income (Incl. Non-operating) ($19,050) ($53,393) $440,687 $729,677 $712,161 $693,707 $684,293 $684,408 $683,770 $682,415 Debt Service $429,020 $429,020 $0 $0 $0 $0 $0 $0 $0 $0 New Debt Service $369,350 $369,350 $569,350 $573,350 $572,050 $573,450 $574,450 $575,050 $570,250 $570,250 Operating & Capital Reserve $0 $133,413 $178,959 $205,228 $208,306 $211,431 $215,659 $221,051 $226,577 $232,241 Cost Plan Charges $25,000 $26,300 $27,600 $29,000 $30,500 $32,000 $33,600 $35,300 $37,100 $39,000 Total Debt / Other Charges $823,370 $958,083 $775,909 $807,578 $810,856 $816,881 $823,709 $831,401 $833,927 $841,491 Net Income or (Loss) ($842,420) ($1,011,476) ($335,221) ($77,901) ($98,695) ($123,174) ($139,416) ($146,993) ($150,157) ($159,077) National Golf Foundation Consulting, Inc. – City of Palo Alto Final Report – 31 Reduced Fee Sensitivity Spreadsheet Palo Alto Municipal Golf Course (Baylands Golf Links) Projected Total Revenue and Expense – Reduced Fee Sensitivity (FY 2017 – FY 2026) Closed – only range open Open 8 months + Closed 4 months Full 18 holes open Full 18 holes open Full 18 holes open Full 18 holes open Full 18 holes open Full 18 holes open Full 18 holes open Full 18 holes open FY2017 Projected FY2018 Projected FY2019 Projected FY2020 Projected FY2021 Projected FY2022 Projected FY2023 Projected FY2024 Projected FY2025 Projected FY2026 Projected Rounds -0- 48,000 62,700 71,000 71,000 71,000 71,000 71,000 71,000 71,000 Golf Course Revenues Green Fees (Incl. Cards) $0 $1,455,808 $1,937,771 $2,219,315 $2,252,604 $2,286,394 $2,332,121 $2,379,423 $2,438,909 $2,499,882 Cart Fees 0 220,800 294,200 339,800 346,600 353,500 360,600 367,800 375,200 382,700 Driving Range 155,000 252,000 335,800 387,800 395,600 403,500 411,500 419,800 428,200 436,700 Tournament / League Fees 0 1,400 1,900 2,100 2,100 2,100 2,100 2,100 2,100 2,100 Other 24,000 8,600 11,300 12,800 12,800 12,800 12,800 12,800 12,800 12,800 Total Golf Course Revenues $179,000 $1,938,608 $2,580,971 $2,961,815 $3,009,704 $3,058,294 $3,119,121 $3,181,923 $3,257,209 $3,334,182 Concession Payments Food and Beverage Concession Minimum Lease $18,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 Variable Portion $0 $39,600 $52,800 $61,000 $62,200 $63,400 $64,700 $66,000 $67,300 $68,700 Utility Payment $18,000 $26,000 $26,500 $27,000 $27,500 $28,100 $28,700 $29,300 $29,900 $30,500 Total from F & B Concession $36,000 $65,600 $79,300 $88,000 $89,700 $91,500 $93,400 $95,300 $97,200 $99,200 Pro Shop Lease Minimum Lease $18,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 Merchandise (4%) $0 $23,900 $31,800 $36,700 $37,400 $38,200 $39,000 $39,700 $40,500 $41,300 Total From Pro Shop Concession $18,000 $23,900 $31,800 $36,700 $37,400 $38,200 $39,000 $39,700 $40,500 $41,300 Total Gross to City $233,000 $2,028,108 $2,692,071 $3,086,515 $3,136,804 $3,187,994 $3,251,521 $3,316,923 $3,394,909 $3,474,682 National Golf Foundation Consulting, Inc. – City of Palo Alto Final Report – 32 Operating Expenses FY2017 Projected FY2018 Projected FY2019 Projected FY2020 Projected FY2021 Projected FY2022 Projected FY2023 Projected FY2024 Projected FY2025 Projected FY2026 Projected Salaries & Benefits $129,900 $163,800 $171,700 $178,700 $185,700 $192,900 $200,200 $207,800 $215,700 $223,900 Range Fees 31,700 50,400 67,200 77,600 79,100 80,700 82,300 84,000 85,600 87,300 Cart Fees 0 44,200 58,800 68,000 69,300 70,700 72,100 73,600 75,000 76,500 Club Fees 4,200 4,300 4,500 4,700 4,900 5,100 5,300 5,500 5,700 5,900 Fixed Management Fee 30,500 300,000 307,800 315,800 324,000 332,400 341,000 349,900 359,000 368,300 Merchant Fees Reimbursement 4,500 28,800 38,300 43,900 44,600 45,400 46,300 47,400 48,500 49,600 Contract Maintenance 218,000 927,800 801,600 812,300 833,400 855,100 877,300 900,100 923,500 947,500 Repairs & maintenance 6,700 43,700 45,400 46,600 47,800 49,000 50,300 51,600 52,900 54,300 Advertising & Publish 15,000 30,000 17,000 17,400 17,900 18,400 18,900 19,400 19,900 20,400 Supplies and Materials 13,500 45,000 46,800 48,000 49,200 50,500 51,800 53,100 54,500 55,900 Water Expense 60,000 295,000 308,300 323,700 339,900 356,900 374,700 393,400 413,100 433,800 Other Direct Charges (Incl. Electric) 41,500 43,100 44,800 46,000 47,200 48,400 49,700 51,000 52,300 53,700 Indirect Charges 65,900 103,500 107,500 110,300 113,200 116,100 119,100 122,200 125,400 128,700 Total City Operating Expenses $621,400 $2,079,600 $2,019,700 $2,093,000 $2,156,200 $2,221,600 $2,289,000 $2,359,000 $2,431,100 $2,505,800 Net Income From Operations (Loss) ($388,400) ($51,492) $672,371 $993,515 $980,604 $966,394 $962,521 $957,923 $963,809 $968,882 Non-operating Capitalized Interest $369,350 $184,675 $0 $0 $0 $0 $0 $0 $0 $0 Total Non-operating $369,350 $184,675 $0 $0 $0 $0 $0 $0 $0 $0 Total Income (Incl. Non-operating) ($19,050) $133,183 $672,371 $993,515 $980,604 $966,394 $962,521 $957,923 $963,809 $968,882 Debt Service $429,020 $429,020 $0 $0 $0 $0 $0 $0 $0 $0 New Debt Service $369,350 $369,350 $569,350 $573,350 $572,050 $573,450 $574,450 $575,050 $570,250 $570,250 Operating & Capital Reserve $0 $145,581 $193,777 $221,931 $225,260 $228,639 $233,212 $237,942 $243,891 $249,988 Cost Plan Charges $25,000 $26,300 $27,600 $29,000 $30,500 $32,000 $33,600 $35,300 $37,100 $39,000 Total Debt / Other Charges $823,370 $970,251 $790,727 $824,281 $827,810 $834,089 $841,262 $848,292 $851,241 $859,238 Net Income or (Loss) ($842,420) ($837,067) ($118,356) $169,233 $152,794 $132,304 $121,259 $109,631 $112,568 $109,643 National Golf Foundation Consulting, Inc. – City of Palo Alto Final Report – 33 Reduced Rounds and Fee Sensitivity Spreadsheet Palo Alto Municipal Golf Course (Baylands Golf Links) Projected Total Revenue and Expense – Reduced Rounds and Fee Sensitivity (FY 2017 – FY 2026) Closed – only range open Open 8 months + Closed 4 months Full 18 holes open Full 18 holes open Full 18 holes open Full 18 holes open Full 18 holes open Full 18 holes open Full 18 holes open Full 18 holes open FY2017 Projected FY2018 Projected FY2019 Projected FY2020 Projected FY2021 Projected FY2022 Projected FY2023 Projected FY2024 Projected FY2025 Projected FY2026 Projected Rounds -0- 41,100 54,000 61,100 61,100 61,100 61,100 61,100 61,100 61,100 Golf Course Revenues Green Fees (Incl. Cards) $0 $1,236,115 $1,658,054 $1,901,376 $1,929,896 $1,958,845 $1,998,022 $2,047,972 $2,099,172 $2,151,651 Cart Fees 0 189,100 253,400 292,400 298,300 304,200 310,300 316,500 322,800 329,300 Driving Range 155,000 215,800 289,200 333,700 340,400 347,200 354,200 361,200 368,500 375,800 Tournament / League Fees 0 1,200 1,600 1,800 1,800 1,800 1,800 1,800 1,800 1,800 Other 24,000 7,400 9,700 11,000 11,000 11,000 11,000 11,000 11,000 11,000 Total Golf Course Revenues $179,000 $1,649,615 $2,211,954 $2,540,276 $2,581,396 $2,623,045 $2,675,322 $2,738,472 $2,803,272 $2,869,551 Concession Payments Food and Beverage Concession Minimum Lease $18,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 Variable Portion $0 $33,900 $45,500 $52,500 $53,500 $54,600 $55,700 $56,800 $57,900 $59,100 Utility Payment $18,000 $26,000 $26,500 $27,000 $27,500 $28,100 $28,700 $29,300 $29,900 $30,500 Total from F & B Concession $36,000 $59,900 $72,000 $79,500 $81,000 $82,700 $84,400 $86,100 $87,800 $89,600 Pro Shop Lease Minimum Lease $18,000 $0 $0 $0 $0 $0 $0 $0 $0 $0 Merchandise (4%) $0 $20,400 $27,400 $31,600 $32,200 $32,900 $33,500 $34,200 $34,900 $35,600 Total From Pro Shop Concession $18,000 $20,400 $27,400 $31,600 $32,200 $32,900 $33,500 $34,200 $34,900 $35,600 Total Gross to City $233,000 $1,729,915 $2,311,354 $2,651,376 $2,694,596 $2,738,645 $2,793,222 $2,858,772 $2,925,972 $2,994,751 National Golf Foundation Consulting, Inc. – City of Palo Alto Final Report – 34 Operating Expenses FY2017 Projected FY2018 Projected FY2019 Projected FY2020 Projected FY2021 Projected FY2022 Projected FY2023 Projected FY2024 Projected FY2025 Projected FY2026 Projected Salaries & Benefits $129,900 $163,800 $171,700 $178,700 $185,700 $192,900 $200,200 $207,800 $215,700 $223,900 Range Fees 31,700 43,200 57,800 66,700 68,100 69,400 70,800 72,200 73,700 75,200 Cart Fees 0 37,800 50,700 58,500 59,700 60,800 62,100 63,300 64,600 65,900 Club Fees 4,200 4,300 4,500 4,700 4,900 5,100 5,300 5,500 5,700 5,900 Fixed Management Fee 30,500 300,000 307,800 315,800 324,000 332,400 341,000 349,900 359,000 368,300 Merchant Fees Reimbursement 4,500 28,800 38,300 43,900 44,600 45,400 46,300 47,400 48,500 49,600 Contract Maintenance 218,000 927,800 801,600 812,300 833,400 855,100 877,300 900,100 923,500 947,500 Repairs & maintenance 6,700 43,700 45,400 46,600 47,800 49,000 50,300 51,600 52,900 54,300 Advertising & Publish 15,000 30,000 17,000 17,400 17,900 18,400 18,900 19,400 19,900 20,400 Supplies and Materials 13,500 45,000 46,800 48,000 49,200 50,500 51,800 53,100 54,500 55,900 Water Expense 60,000 295,000 308,300 323,700 339,900 356,900 374,700 393,400 413,100 433,800 Other Direct Charges (Incl. Electric) 41,500 43,100 44,800 46,000 47,200 48,400 49,700 51,000 52,300 53,700 Indirect Charges 65,900 103,500 107,500 110,300 113,200 116,100 119,100 122,200 125,400 128,700 Total City Operating Expenses $621,400 $2,066,000 $2,002,200 $2,072,600 $2,135,600 $2,200,400 $2,267,500 $2,336,900 $2,408,800 $2,483,100 Net Income From Operations (Loss) ($388,400) ($336,085) $309,154 $578,776 $558,996 $538,245 $525,722 $521,872 $517,172 $511,651 Non-operating Capitalized Interest $369,350 $184,675 $0 $0 $0 $0 $0 $0 $0 $0 Total Non-operating $369,350 $184,675 $0 $0 $0 $0 $0 $0 $0 $0 Total Income (Incl. Non-operating) ($19,050) ($151,410) $309,154 $578,776 $558,996 $538,245 $525,722 $521,872 $517,172 $511,651 Debt Service $429,020 $429,020 $0 $0 $0 $0 $0 $0 $0 $0 New Debt Service $369,350 $369,350 $569,350 $573,350 $572,050 $573,450 $574,450 $575,050 $570,250 $570,250 Operating & Capital Reserve $0 $123,611 $165,805 $190,138 $192,990 $195,884 $199,802 $204,797 $209,917 $215,165 Cost Plan Charges $25,000 $26,300 $27,600 $29,000 $30,500 $32,000 $33,600 $35,300 $37,100 $39,000 Total Debt / Other Charges $823,370 $948,281 $762,755 $792,488 $795,540 $801,334 $807,852 $815,147 $817,267 $824,415 Net Income or (Loss) ($842,420) ($1,099,692) ($453,602) ($213,712) ($236,543) ($263,090) ($282,130) ($293,275) ($300,096) ($312,764) National Golf Foundation Consulting, Inc. – City of Palo Alto Final Report – 35 APPENDIX C – PAGC MANAGEMENT STRUCTURE With all three vendor contracts set to expire in April 2018, the City would like to explore the implications of changing the operating structure at Palo Alto Golf Course to a management contract. NGF has been asked to offer our opinion as to whether this type of structure would be more effective, or produce higher net operating income to the City, than the current “hybrid” structure that involves both a management fee and a concession on the golf operations side, privatized maintenance, and a separate food & beverage concession. As Economic Research Associates (ERA) noted in their 2008 Operations Review of the Palo Alto Municipal Golf Course, the current agreement for golf operations evolved due to IRS regulations related to the tax-exempt financing utilized for the late 1990s renovation of the golf course. Specifically, at least 50% of the compensation within a management agreement must be fixed fee in such a case. ERA, after doing the full operations analysis, concluded that the current pro shop deal was “slightly favorable” to the concessionaire. After running cash flow models under various operating scenarios, ERA concluded that City Net Income was maximized with private maintenance (subsequently put in place) and “market rate” concession terms. However, they also noted that “market rate”, which involved lower concession rents to the City and an elimination of the management fee, was not permissible by the IRS without a restructuring of the current debt. ERA concluded that, among the operating models that were permissible within the current debt framework, the structure that is now in place at Palo Alto Golf Course – no change in contract terms, but with private maintenance – produced the highest City Net Income. A full-service Management Agreement produced the second highest City Net Income. Without doing a full operations review, NGF does not have sufficient information to critically evaluate ERA’s analysis or to identify the operating structure that would be the best fit for Palo Alto GC. While there are a number of advantages to the full service management contract structure, it is also true that “no one size fits all”. There are many factors and variables to consider when evaluating options, and it would be unfair to both the City and the current vendors for a consultant to make a recommendation regarding the optimal structure without being retained to do a full facility analysis. Carefully evaluating the value proposition that each of the current vendors brings to the table would be just one component of such an analysis. For instance, the golfer survey that ERA implemented as part of their 2008 study showed that Brad Lozares was rated quite high by golfers, indicating considerable goodwill and “equity” built up in the golf shop. Similarly, NGF has been told of improved maintenance conditions (as well as considerable cost savings) since ValleyCrest was brought on. Significant unknowns include how the newly improved facility will cash flow after being brought back to market and “re-branded”, and how the pro shop concession agreement may need to be altered again if the City uses tax-exempt debt to fund the construction of the golf course. NGF recommends that the City wait until after renovation is completed and the improved facility has been up and running for a year or more before considering a substantive change in structure. This strategy will provide additional information that will put the City in a better position to make an informed decision regarding operating structure (for instance, the City may find that the improved “Baylands Golf Links” has significant upside revenue potential, thus making it relatively more attractive to control all revenues under the management contract structure). National Golf Foundation Consulting, Inc. – City of Palo Alto Final Report – 36 APPENDIX D – CONSIDERATION OF OTHER IMPROVEMENTS Expanded Meeting Space Palo Alto GC has limited meeting space that has significantly constrained meeting and banquet business at the facility. Not being able to accommodate larger events of ±250 people precludes the facility from competing for the most lucrative, high margin food & beverage business. Based on the estimated cost provided of $1.7 million in 2012, and assuming the City incurs all of the cost of the improvement, the annual debt service on a 20-year note at 3.5% would be $120,000 (rounded). In 2012, NGF has calculated that the incremental annual gross food & beverage revenue necessary to generate $120,000 in additional rents to the City to meet the annual debt service was more than $1.71 million, based on the rent of 7%. In its 2008 study, ERA noted: “Based on the experience of similar golf course oriented banquet facilities and the demographics of the area, expanding the clubhouse to accommodate special events with up to 250 attendees would add $600,000 to $700,000 in annual special event revenue. This rental income would justify about one-half of the cost of the improvements.” NGF concurs that generating this level of incremental gross revenue would likely be an achievable goal, but with updated cost estimates, this level of revenue would justify only about 40% of the investment cost. Therefore, the balance of the City investment in the expanded facility would have to be justified through the incremental rounds and associated revenues attributable directly to the expanded meeting facilities. Based on current and projected average green + cart (City share) fee revenue per round, it would take 2,000 to 3,000 of these rounds to help fund the expanded facilities. Of course, the equation would change markedly if gross revenues accrued to the City under an alternate operating structure. Range Performance Center In the table below, we provide the break-even analysis for the range performance center from the 2012 NGF report, using Mr. Richardson’s 2012 cost estimate of $600,000 that included the additional 6-bay range expansion. In the table below, we illustrate the number of years it would take for the City to break even on this investment, assuming different levels of incremental gross driving range revenue per round (gross per round was $5.15 in FY 11), the rent percentage of 62%, and stabilized rounds activity of 71,000 rounds. Of course, it cannot be determined what percentage of range activity is a function of number of bays as opposed to rounds played, so we chose to do a sensitivity analysis by increasing average revenue per round rather than per tee station. Another factor driving this methodology is that the performance center bays will be used for teaching, and will likely have less utilization than the already existing bays. We also assume that all incremental expenses associated with the expanded range remain the responsibility of the concessionaire, and that there will be no incremental City operating costs associated with the new building. Finally, we assume that the City receives no lesson revenue. Palo Alto Golf Course – B/E Analysis for Range Performance Center + 6-Bay Expansion Average Gross Range Revenue Per Round Increase $0.50 $0.75 $1.00 $1.25 $1.50 Incremental Gross Revenue* $35,500 $53,250 $71,000 $88,750 $106,500 Incremental Revenue to City* $22,010 $33,015 $44,020 $55,025 $66,030 Years to B/E* 27.3 18.2 13.6 10.9 9.1 *Assumes $600,000 estimated cost and stabilized rounds played of 71,000. City of Palo Alto (ID # 6627) City Council Staff Report Report Type: Informational Report Meeting Date: 6/20/2016 City of Palo Alto Page 1 Summary Title: Convey Official Code Interpretations Title: Informational Report Conveying Official Code Interpretations Made February 10, 2016 Through May 10, 2016 From: City Manager Lead Department: Planning and Community Environment Recommendation Staff recommends that Council receive this informational report. Executive Summary The Zoning Code changes that the City Council adopted on January 11, 2016 by approving the 2015 “Code Clean-up” ordinance contained a new provision for code interpretations and a new requirement that the Director of Planning & Community Environment provide a quarterly report of official zoning and land use interpretations. Since the code changes became effective February 10, 2016, there have been no formal interpretations made by the Director. This constitutes the first quarterly report required under Palo Alto Municipal Code Section 18.01.025, Zoning Code Interpretation. Background In January 2016, Council adopted changes to Palo Alto Municipal Code Title 18 as part of the Planning and Community Environment’s (PCE) program for annual code updates that began in 2015. Among the code sections added were two that clarified the Director is enabled to render official, published interpretations of the zoning code. Council added this statement for the second reading of the ordinance, ‘staff shall prepare a quarterly information report to the Council summarizing all final interpretations made under this section,’ applicable to zoning and land use classification interpretation. The PCE department prepares a number of other reports on a regular basis, including the following: 1. The SUMC Annual Report (development agreement requirement) 2. The Mayfield Annual Report (development agreement requirement) 3. The Downtown CAP Annual Report (Comp Plan program) City of Palo Alto Page 2 4. A Fee Waiver Annual Report (a requirement in the fee schedule) 5. Annual parking report by the Chief Transportation Official (required by PAMC Section 16.57.070 about in lieu parking) 6. Annual impact fee report (required by PAMC 16.58.060 and State law) 7. Annual report about the Comprehensive Plan (including the Housing Element) to the Governor’s Office of Planning & Research and the Department of Housing & Community Development (required by State law) 8. Annual reports on permits/square footage entitled (requested or required by the US Census, VTA, ABAG, and DOF) 9. Annual Renewal of Williamson Act Properties (required by Municipal Code and State law) 10. Bi-Annual Condo Conversion Report (required by the Municipal Code) CITY OF PALO ALTO OFFICE OF THE CITY CLERK June 20, 2016 The Honorable City Council Palo Alto, California General Municipal Election on November 8, 2016 Informational Report Regarding Schedules, Fees and Length of Candidate Statements RECOMMENDATIONS This is an informational report. The City Clerk is required to bring to your attention various options regarding fees and length of candidates' statements. EXECUTIVE SUMMARY 1. Filing Fee Pursuant to Palo Alto Municipal Code Section 2.40.030, Filing of nomination petitions, "Any person otherwise qualified may be a candidate for an elective office at any election, regular or special, by filing with the clerk within the time prescribed in the Elections Code of California a petition signed by at least twenty-five qualified and registered voters. Any duly established candidacy filing fee shall be waived for each candidate who files a petition signed by at least four qualified or registered voters for each dollar of such filing fee." Palo Alto charges a fee of $25 for filing nomination papers. If a candidate wishes to waive the filing fee, the nomination petition would require 100 qualified registered voters' signatures. 2. Charges for Candidates' Statements California Elections Code Section 13307 provides that before the General Municipal Election nomination period opens, the City Council shall determine whether a charge is to be levied for printing and mailing candidates' statements in the sample ballot. The Santa Clara County Registrar of Voters has indicated that for this November General Municipal Election, the cost for a candidates' statement of 200 words is estimated to be $2,084. California Elections Code Section 13307 also permits the City Council to increase the number of words allowed in a candidate's statement Page 2 from 200 to 400. The estimated cost for the candidate statement would then increase to $3,048. FISCAL IMPACT As in past practice, unless a Council Member agendizes any of these items by June 27, 2016, the City Clerk's Office will charge no fee for candidates' statements of up to 200 words for the 2016 General Municipal Election and the City will absorb the cost. ENVIRONMENTAL ASSESSMENT None. ATTACHMENTS: 2016CAL_S_NOV (DOCX) Department Head: Beth Minor, City Clerk Page 3 June 2016 CITY OF PALO ALTO SPECIAL ELECTION CALENDAR TUESDAY, NOVEMBER 8, 2016 TO BE CONSOLIDATED WITH GENERAL MUNICIPAL ELECTION This election calendar has been prepared to assist persons interested in submitting a petition to qualify for a Special Election to be held November 8, 2016. It is not intended to be a complete statement of the law governing elections. Those participating in campaigns should be advised that the law on elections is legion and is primarily located in the California Elections Code. Candidates and committees supporting candidates or measures in the City of Palo Alto must also comply with Palo Alto Municipal Code (PAMC) Chapter 2.40. Of special importance is PAMC Section 2.40.040, which requires the City Clerk to publish the names of the contributors of $50 or more. State law requires disclosure of contributions of $100 or more. To facilitate the disclosure process, contributions of $50 or more may be shown on the State campaign statements and will thus satisfy both the municipal as well as State law disclosure regulations. Statements, which do not disclose contributors and contributions of $50 or more, will be considered incomplete and will not be accepted for filing. Anonymous contributions totaling $50 or more in a calendar year are not permitted. Anonymous contributions between $50 and $100 shall be deposited with the City Clerk and shall not be kept by the candidate (PAMC Section 2.40.050). Anonymous contributions over $100 shall be paid to the Secretary of State for deposit in the General Fund of the State (GC 84304). 2016 General Election 1 Monday, June 20 RESOLUTION REQUESTING SERVICES OF REGISTRAR OF VOTERS Council adopts resolution calling election and requesting services of Council of Registrar of Voters (Elections Code 10002 and 10403) Friday, June 24 PUBLISH RESOLUTION CALLING ELECTION Wednesday, July 6 DUE DATE FOR RESOLUTIONS FOR GOVERNING BOARD ELECTIONS Deadline for jurisdictions to submit resolutions for a governing board election. Wednesday, July 13 Friday, July 15 Monday, July 18 through August 12 at 5:00 P.M. RESIDENCY REQUIREMENT FOR NOMINEES A candidate must have resided in Palo Alto at least 30 days preceding the final filing date (August 12) for nomination papers. (City Charter, Article III, Section 2) NOTICE OF ELECTION City Clerk to publish once, a notice of General Municipal Election, not earlier than the 127th nor later than the 113th day prior to the election. (Elections Code 12101 and Government Code 6061) NOMINATION PAPERS - FIRST AND LAST FILING DATES Voters may nominate candidates for this consolidated General Municipal Election by signing a nomination paper not earlier than the 113th day, nor later than 5:00 p.m. on the 88th day before a municipal election. Forms must be secured from the City Clerk, and must be signed by at least 25 registered Palo Alto voters (PAMC 2.40.030). Any registered voter who is also a candidate may obtain signatures and sign his/her own nomination papers. Last day to file nominations with the City Clerk is 5:00 p.m., Friday, August 12. Candidates may withdraw their nomination papers up until 5:00 p.m. on August 12 (the 88th day before the election). (Elections Code 10220 et seq., 10407, 10515) CANDIDATE'S STATEMENT The Candidate's Statement, if candidate elects to provide one, shall be filed on an appropriate form provided by the City Clerk when nomination papers are returned for filing. (Elections Code 13307) Refer to the Fair Political Practices Commission Information Manual on Campaign Disclosure Provisions of Political Reform Act for requirements. Monday, August 1 POLITICAL REFORM ACT - CAMPAIGN DISCLOSURE - SEMI-ANNUAL STATEMENT DUE - Period covered is January 1 through June 30, 2016. The period covered by this statement begins on the day after the closing date of the last statement filed, OR January 1 if no previous statement has been filed. 2016 General Election 2 All candidates and committees are required to file a semi-annual statement if they make any expenditures or receive or make any contributions during the applicable six-month period. Refer to the Fair Political Practices Commission Information Manual on Campaign Disclosure Provisions of Political Reform Act for requirements. Wednesday, August 10 through November 8 Friday, August 12 88 days CONTRIBUTION/INDEPENDENT EXPENDITURES Sums of $1,000 or more to/from a single source must be reported within 24 hours. The independent Expenditure Report is required only for committees (not candidate controlled) that make independent expenditures totaling $1,000 or more to support or oppose a single candidate or single ballot measure. NOMINATION PERIOD CLOSES Deadline to file all required nomination documents, unless an incumbent fails to file before August 12. DUE DATE FOR MEASURE RESOLUTION AND TAX RATE STATEMENTS Last day for cities to file resolution calling for a measure election , and if applicable tax rate statements with Santa Clara County Board of Supervisors and Registrar of Voters. Wednesday, August 13 through August 17 Wednesday, August 17 WITHDRAWAL OF CANDIDATE'S STATEMENT On or before 5:00 p.m. this date candidates may withdraw, but not change, Candidate's Statements, unless there is an extension period (Elections Code 13307 and 10407) EXTENDED FILING PERIOD If an incumbent elective officer does not file within the nomination period, the voters will have until 5:00 p.m. on the 83rd day prior to election to nominate candidates other than incumbents. (Elections Code 10225) DIRECT ARGUMENTS Last day to file written arguments for or against measure, not to exceed 300 words. Direct arguments may not be withdrawn or changed after this date. (Elections Code 306, 9287, 9295, 9600, 9601) Thursday, August 18 RANDOMIZED ALPHABET DRAWING This day the Secretary of State and the local elections official will conduct a drawing of letters of the alphabet to determine the order in which candidates appear on the ballot. Tuesday, August 23 IMPARTIAL ANALYSIS Last day for City Attorney to file written analyses of measures. (Elections Code 9280) REBUTTAL ARGUMENTS Last day to file, change, or withdraw rebuttal arguments, not to exceed 250 words. (Elections Code 9285, 9600, 9601) 2016 General Election 2 Wednesday, August 24 Through Friday, September 2 PUBLIC EXAMINATION OF ARGUMENTS, ORDINANCES AND ANALYSES Official election materials to be made available for public examination at City Clerk's office for ten calendar days prior to submitting the materials to the County Registrar of Voters for printing. Any person may obtain a copy of such materials. (Elections Code 9286, 9295) September 12 through October 25 WRITE-IN CANDIDACY OPENS AND CLOSES Time frame for write-in candidates to obtain and file nomination documents. Friday, September 16 PUBLICATION OF NOTICE OF MEASURE(S) TO BE VOTED ON Clerk to publish once a Notice of Special Election and Synopsis of Measure(s). (The City of Palo Alto publishes full text of measures rather than synopsis.) (Elections Code 12111; Government Code 6061) Monday, September 29 POLITICAL REFORM ACT - CAMPAIGN DISCLOSURE - 1st PRE- ELECTION STATEMENT DUE – Deadline for financial disclosure report FPPC Form 460 covering the period of 7-1-16 to 9-24-16 or the date after the closing date of the last statement filed, OR January 1st, if no previous statement has been filed. Tuesday, October 4 POST ONLINE LIST OF CAMPAIGN CONTRIBUTIONS AND CONTRIBUTORS (PAMC 2.40.040) By Monday, September 26 (to be published September 30) PUBLICATION OF LIST OF NOMINEES Not less than one week before the election the City Clerk shall publish a list of names of nominees in the order in which they appear on the ballot, and the respective offices for which they have been nominated. (Elections Code 12110) By Thursday, October 20 (to be published October 28) PUBLICATION OF LIST OF ELECTION OFFICERS AND POLLING PLACES City Clerk (Registrar of Voters) to publish once, election officers and polling places, not less than one week prior to election. (Elections Code 10417, 12105; Government Code 6061) Monday, October 24 LAST DAY TO REGISTER TO VOTE FOR NOVEMBER ELECTION Deadline to register to be eligible to vote in the November 8, 2016 election. Thursday, October 27 POLITICAL REFORM ACT - CAMPAIGN DISCLOSURE - 2nd PRE- ELECTION STATEMENT DUE - Period covered is October 1 through October 18, 2014. 2016 General Election 3 Thursday, October 27 POST ONLINE LIST OF CAMPAIGN CONTRIBUTIONS AND CONTRIBUTORS (PAMC 2.40.040) Tuesday, November 1 Tuesday, November 8 LAST DAY TO REQUEST VOTE BY MAIL BALLOT BY MAIL Deadline to submit a request for a Vote by Mail ballot to be mailed to voter. ELECTION DAY Polls will be open 7:00 a.m. to 8:00 P.M.. (Election Code 14212 and 10541) Thursday, December 8 CANVASS OF ELECTION RETURNS BY CITY COUNCIL When Registrar of Voters has completed his canvass, the City Council must meet and canvass election results and adopt resolution declaring results. (City Charter, Article III, Section 4; PAMC Section 2.40.020) Within 5 Days after Canvass RECOUNT REQUEST Within 5 days following the completion of the canvass by the City Coun- cil, any voter may file with the City Clerk a written request for a recount of the votes cast for or against any measure. The request shall specify on behalf of which position on a measure (affirmative or negative) it is filed. (Elections Code 10266, 15610, AND 15620) 1st meeting in January, 2017 ELECTION CERTIFICATES City Clerk shall sign and deliver a certificate of election to each newly elected official unless that person is required to and has not filed a campaign or disclosure statement. The Clerk shall also administer to each person elected the oath of office prescribed. (PAMC Section 2.08.310) Thursday, January 31, 2017 POLITICAL REFORM ACT - CAMPAIGN DISCLOSURE - SEMI- ANNUAL STATEMENT DUE - Period covered is the day after the closing date of the last statement OR July 1, 2016 through December 31, 2016, if no previous statement has been filed. Covers 10/23/16-12/31/16. CITY OF PALO ALTO OFFICE OF THE CITY CLERK June 20, 2016 The Honorable City Council Palo Alto, California 2016 GENERAL MUNICIPAL ELECTION, Tuesday, November 8, 2016 Preliminary Information RECOMMENDATION This is an informational report. The Preliminary Information regarding the November 8, 2016, General Municipal Election is attached. EXECUTIVE SUMMARY PRELIMINARY INFORMATION RE GENERAL MUNICIPAL ELECTION TO BE HELD ON TUESDAY, NOVEMBER 8, 2016 This is preliminary information for persons interested in the 2016 General Municipal Election to be held in Palo Alto on Tuesday, November 8, 2016. No official nomination papers may be issued until the nomination period opens on Monday, July 18, 2016. Prospective candidates, campaign managers, and treasurers are advised to review the following information. The City Clerk is available to answer any questions. TIME AND MANNER OF CONDUCTING ELECTIONS The Palo Alto City Charter, Article III, Council, states: "Section 3. Time of Election. A regular election shall be held in the City of Palo Alto on the first Tuesday after the first Monday in November of each even numbered year, and the same shall be known as the general municipal election. All other municipal elections that may be called under the authority of this charter, or by the general laws, shall be known as special elections." "Section 4. Elections. All elections called and held in said City shall be held and conducted in manner and form as required by the general laws of the state governing elections within municipalities, provided that the council may by ordinance determine the manner of holding elections, the number of voting Page 2 precincts, the naming of election officers, and shall act as a canvassing board to canvass the results of such elections." California Elections Code, Section 10418 provides that for a consolidated election, candidate nominations and all other proceedings incidental to and connected with the election shall be regulated and done in accordance with the provisions of the law regulating the statewide or regularly scheduled election. OFFICES TO BE VOTED ON Four Council offices for full terms (4 years) commencing January 1, 2017, are to be filled. Terms of Council Members Marc Berman, Pat Burt (Termed out), Liz Kniss, and Greg Schmid (Termed out) will expire December 31, 2016. QUALIFICATIONS FOR CANDIDATES The Palo Alto City Charter, Article III, Council, states: "Section 2. Number; term. Commencing July 1, 1971, said council shall be composed of nine members, each of whom shall be an elector and shall have been a resident of the city of Palo Alto for at least thirty days next preceding the final filing date for nomination papers for such office. The members of said council shall be known as councilmen, councilwomen, or council members and their terms of office shall be four years, commencing on the first day of January next succeeding their election..” A candidate in the 2016 General Municipal Election must reside in Palo Alto as of Wednesday, July 13, 2016, 30 days preceding August 12, 2016, which is the final date for filing nomination papers. The Palo Alto Municipal Code Section 2.40.030 states: "Filing of nomination petitions. Any person otherwise qualified may be a candidate for an elective office at any election, regular or special, by filing with the clerk within the time prescribed in the Election Code of California a petition signed by at least twenty-five qualified and registered voters." FILING FEES The City of Palo Alto charges a $25 candidate's fee for filing nomination papers. Page 3 The Palo Alto Municipal Code Section 2.40.030 states: "...Any duly established candidacy filing fee shall be waived for each candidate who files a petition signed by at least four qualified or registered voters for each dollar of filing fee." Therefore, in order to waive the $25 candidate's fee, a candidate would need to file a petition signed by 100 valid registered voters. Currently, the City of Palo Alto does not charge for candidates' statements. NOMINATION PERIOD The California Elections Code, Section 10407, Candidate Filing Time for Elections Consolidated with Regularly Scheduled Election, states: "Notwithstanding any other provision of law, whenever other elections are consolidated with a regularly scheduled election, the period for the filing of nomination documents by candidates in elections consolidated with the regularly scheduled election shall commence on the 113th day prior to the election. The nomination documents shall be filed not later than the close of business on the 88th day prior to the regularly scheduled election in the office of the appropriate officer, during regular office hours." The California Elections Code, Section 10225, Time Extension if Incumbent Fails to File, states: “Notwithstanding Sections 10220 and 10224, if nomination papers for an incumbent officer of the city are not filed by or on the 88th day before the election, during normal business hours, as posted, the voters shall have until the 83rd day before the election during normal business hours, as posted, to nominate candidates other than the person who was the incumbent on the 88th day, for that incumbent's elective office.” “This section is not applicable where there is no incumbent eligible to be elected. If this section is applicable, notwithstanding Section 10224, a candidate may withdraw his or her nomination paper until the 83rd day before the election during normal business hours, as posted.” Page 4 Nomination papers and complete information packets will be available from the City Clerk commencing Monday, July 18, 2016. All candidates should set an appointment with the City Clerk for both pulling and filing of nomination paperwork. All forms shall be issued by the City Clerk, shall be stamped "Official Filing Form," and signed by the Clerk when issued. The nomination period will close at 5:00 p.m. on Friday, August 12, 2016 except that if an incumbent elective officer does not file within the period above, the voters shall have until 5:30 p.m. on Wednesday, August 17, 2016 to nominate candidates other than incumbents. COUNCIL MEMBERS' COMPENSATION Council Members receive $600 per month stipend. The Mayor receives an additional $150 per month expense allowance, and the Vice-Mayor an additional $100 per month expense allowance. CAMPAIGN REPORTING AND FINANCIAL DISCLOSURE It is incumbent upon every candidate and campaign treasurer to become personally familiar with the requirements of the laws relating to campaign reporting and financial disclosure. DISCLOSURE OF CAMPAIGN RECEIPTS AND EXPENDITURES The Political Reform Act requires all candidates for state and local elective office, all state and local elected officeholders, proponents of state ballot measures and committees supporting or opposing state and local candidates, ballot measures and petition circulation drives, to file campaign statements disclosing contributions received and expenditures made. Failure to file the appropriate statements and reports in compliance with the Act can result in criminal and civil penalties. Failure to file by the prescribed deadlines also can lead to late filing penalties of $10 per day up to $100, or the amount stated on the late campaign statement or report, whichever is greater. By August 1, 2016, candidates and committees for the November 8, 2016 election must file a semi-annual statement if they have made any expenditures or received or made any contributions during the period starting January 1, 2016, or the day after the closing day of the last statement, if applicable. Closing date of statement is June 30, 2016. There are no provisions in the law for extension of due dates for filing campaign statements. ANONYMOUS CONTRIBUTIONS BETWEEN $50 AND $100 Page 5 The Palo Alto Municipal Code, Section 2.40.050, states: "No person shall make an anonymous contribution or contributions to a candidate, committee, or any other person totaling $50.00 or more in a calendar year. An anonymous contribution between $50.00 and $100.00 shall not be kept by the intended recipient, but instead shall be promptly paid to the city clerk for deposit in the general fund of this city." DISCLOSURE OF FINANCIAL INTERESTS All candidates will be required to file a Statement of Economic Interests Form 700, reporting investments, interests in real property and, if applicable, business positions held on the date of filing your nomination papers. In addition, candidates will disclose income received during the 12 months prior to the date of filing in accordance with Section 84200, Government Code. This statement, disclosing interests held at the date of declaration of candidacy, must be filed no later than the final filing date for declaration of candidacy. The City Clerk will provide forms at the time nomination papers are issued. INFORMATION Questions regarding personal reporting obligations under the Political Reform Act should be addressed to the Palo Alto City Attorney 650-329-2171, or the Fair Political Practices Commission, 1100 K Street, Sacramento, CA 95814. Call the Fair Political Practices Commission toll free at 866-275-3772. Department Head: Beth Minor, City Clerk Page 6 City of Palo Alto (ID # 6783) City Council Staff Report Report Type: Informational Report Meeting Date: 6/20/2016 City of Palo Alto Page 1 Summary Title: Avenidas Expansion Project Informational Report Title: Informational Report Regarding Avenidas Expansion Project Related to Lease Modification From: City Manager Lead Department: Planning and Community Environment Recommendation Staff recommends that Council receive this informational report regarding Avenidas’ Rehabilitation and Expansion project. Executive Summary This report is to inform City Council regarding the Avenidas Rehabilitation and Expansion project at 450 Bryant Street in Downtown Palo Alto. The applicant had requested a late June study session with Council but the June 20th and 27th agendas became too crowded with urgent action items. The project application is a request for Architectural Review approval by the Director of Planning and Community Environment and a Conditional Use Permit (CUP) for the proposed expansion of use of this City-owned facility. In order to accommodate the fast growing senior population in Palo Alto, Avenidas plans to renovate 15,783 square feet (sf) of floor area within the existing building, demolish 2,50 sf (the existing cafeteria), and construct a new 10,721 sf wing in order to obtain a total of 26,504 sf of new and modernized space. The project also includes the replacement and update of old mechanical, electrical, and plumbing systems, seismic upgrades and installation of an ADA- compliant elevator. In order to meet the parking requirement associated with the proposed 8,129 sf net increase in space, Avenidas proposes to pay in-lieu fees into the Downtown Parking In-Lieu Fund. The project also includes interior renovations of 15,800 sf. The expansion of the building would result in the need for an amendment to the City’s existing lease with Avenidas. The existing Avenidas Lease document is attached to this report (Attachment A). Staff is exploring making minor parking lot improvements to upgrade City Parking Lot C, in conjunction with the budgeted Capital Improvement Project (CIP) for accessibility City of Palo Alto Page 2 improvements planned for implementation in 2018. No budget has yet been identified for additional improvements. Background Avenidas Avenidas provides a wide range of services to older adults to support independent aging, including health and wellness programs, transportation, workshops and classes, legal and tax assistance, social activities, and volunteer opportunities. La Comida de California operates within the center to serve lunch daily. Avenidas has leased the facility at 450 Bryant Street from the City since 1976. Following completion of interior improvements in 1977, Avenidas began operations in 1978. Avenidas currently serves approximately 350 people daily, with programs running generally between 9 am and 5 pm. The center is closed during weekends. In 2015, Avenidas served over 7,500 people and hosted 233 classes. The original main building on site was constructed in 1927 and the small shed at the rear was constructed sometime earlier. Although a dining room was constructed as an extension of the main building and renovations have been made to the original buildings, the original main building and shed have been designated as historic structures. The site contains limited vegetation, consisting of small landscaped areas around the building perimeter, street trees, and trees in a small courtyard interior to the site. Project Site Overview The Avenidas building is located within a block bounded by Bryant Street, Ramona Street, Lytton Avenue and University Avenue. Avenidas has a lease with the City to occupy the building, which was formerly in use as a City facility. The City-owned site includes Avenidas, the City parking lot (Lot C) and the City park (Cogswell Plaza), and is bounded by Paulsen Lane (Lane 31E) at the southerly edge. The public parking lot contains 51 parking spaces. Under the terms of its lease, Avenidas has non-exclusive weekday use of 25 parking spaces in this lot, and exclusive access to four spaces within the lease area adjacent to Paulsen Lane. Cogswell Plaza was originally developed in 1924 as City Hall Park. It was redesigned and renamed in 1955. It provides benches, walkways, a small area of open lawn, and informal landscaping consisting of trees and shrubs. Proposed Project The proposed project consists of demolition of approximately 2,500 square feet of the existing structure and new construction of a 10,721 sf, three-story facility. The new facility would have an ~11,000 sf first floor (comprised of a main lobby and reception, classrooms, small offices, dining room and kitchen, and a rear lobby in the new atrium), a ~9,200 sf second floor (consisting of multipurpose rooms, meeting rooms, classrooms, and administrative facilities), a ~3,300 sf third floor within the new wing (containing a fitness room, a small meeting room and an outdoor deck), an ~818 sf shed (used for program space) and a renovated ~2,000 sf City of Palo Alto Page 3 basement (encompassing a small auditorium). The renovation would create a designated fitness room and create more areas for meetings, classes, and activities. The main entry would continue to be accessed from Bryant Street. The new construction would also update the entrance from Lot C at the rear of the building, and would involve removal of a Camphor parking lot tree. In order to meet the parking requirement associated with the proposed 8,129 sf increase in space, Avenidas proposes to pay an in-lieu fee to the Downtown Parking Assessment District. To request the proposed expansion of use of this City-owned facility, Avenidas has applied to the City for a conditional use permit. The application for this project includes plans, applicant’s project description, a transportation management strategies letter, arborist reports, color images, and other documents, found on the City’s website at http://www.cityofpaloalto.org/news/displaynews.asp?NewsID=3142&TargetID=319. Staff is analyzing the project for compliance/consistency with architectural review findings, context-based design criteria, zoning code regulations, Comprehensive Plan policies and the Downtown Urban Design Guide, and with Secretary of the Interiors Standards for Rehabilitation (SISR). Image of the addition depicted from Bryant Street pedestrian viewpoint The staff report to the Architectural Review Board (ARB) provides background information about the project, which was submitted mid-March 2016 for Architectural Review and a Conditional Use Permit. The ARB staff report is found online at http://www.cityofpaloalto.org/gov/boards/architectural/default.asp. The Historic Resources Board (HRB) staff report is found online at http://www.cityofpaloalto.org/gov/boards/historic/default.asp, as are project plans, at http://www.cityofpaloalto.org/civicax/filebank/documents/47537. City Parcel Information City of Palo Alto Page 4 The subject parcel is approximately 86,460 square feet (sf), or 220’ x 393’. The area dedicated to Avenidas, including a portion of the parking lot, is approximately is 59,419 sf. In 1965 the City dedicated Cogswell Plaza for park and recreation purposes. Avenidas’ Lease The City leases the existing 17,400 square foot (sf) building at 450 Bryant Street to Avenidas. The lease line (shown in dashed line on the above image) is located several feet outside the building wall on all sides of the building, except along the easternmost wall where it is coterminous. The leased area includes the paved area just south of the building along the alley known as Paulsen Lane (labeled 13E on above image). This leased area adjacent to Paulsen Lane provides “four” parking spaces for Avenidas’ use and access to Avenidas’ existing and proposed trash and recycling enclosure. Avenidas also has ‘non-exclusive’ access to 25 parking spaces in Lot C. City of Palo Alto Page 5 Lot C Source: Google Maps The current lease requires that the City Manager authorize any building improvements that cost more than $10,000. On October 19, 2015, Council unanimously voted to contribute financial support of $5 million dollars towards the $18 million Avenidas capital campaign, from revenue sources as of yet to be identified (http://www.cityofpaloalto.org/civicax/filebank/documents/49560). The money is intended to be used to make necessary seismic and other improvements to the existing building. The actual funding will occur in the next two fiscal years. On June 23, 2014, Council approved a request to issue a Notice of Intent to award a 50-year lease to Avenidas to allow continued use of the building for senior services (https://www.cityofpaloalto.org/civicax/filebank/documents/42767). Project Review Process The Avenidas Rehabilitation and Expansion project application was submitted mid-March for review by the HRB and ARB prior to action by the Planning and Community Environment (PCE) Director on the CEQA document, Architectural Review application and the Conditional Use Permit (CUP) requested for Community Facility use of the building and expansion thereto. The project involves downsizing of the existing dining room used by La Comida to provide low cost meals to seniors. Council would not be involved in approving the building design unless staff receives: (1) an appeal of the Director’s decision on the AR application, following HRB and ARB recommendations, and/or (2) a request for hearing of the CUP, which is conducted initially by the Planning and Transportation Commission (PTC). Discussion Future Lease Modifications Lot C City of Palo Alto Page 6 Following completion of the Planning Entitlement and Building Permit processes for Avenidas’ project, staff plans to present to Council modifications to the existing lease with Avenidas to reflect the larger facility and CUP. Council approval of lease modifications would occur prior to occupancy of the expanded center. Lot C Parking Lot Parking Lot C, which provides 52 parking spaces, is scheduled for repaving in fiscal year 2018, but this project presents an opportunity to perform this work in coordination with Avenidas’ project. A recent report shows accessibility barriers, issues with stall width and length, and signage. City Council could request that staff work with the applicant’s civil engineer on a parking lot plan that shows these and other improvements such as landscaping, irrigation and drainage, and prepare a cost estimate for these other improvements. At minimum, the timing of the City’s and applicant’s projects should be coordinated, to avoid City crews tearing up improvements made by Avenidas to fix Lot C following/during construction/staging, and vice versa. Timeline Formal HRB and ARB hearings on the project are anticipated to be held late this summer. If the Director’s action on the Architectural Review and/or Conditional Use Permit applications is appealed or requested to be heard, Council can anticipate reviewing the project prior to the end of 2016. As noted, staff anticipates returning to Council with a lease modification to address the Conditional Use Permit and expanded building at a future date, if approved. Staff may also come forward with a Public Private partnership or other type of agreement to memorialize the City’s financial contribution. Council may direct staff to return to Council for further discussion about exploring modifications to the CIP improvement plans for Lot C. Resource Impact The staff resources to process the Avenidas project application are covered via cost recovery fees for development applications. Other costs have not been determined related to potential explorations identified above, but Council could direct staff to prepare cost estimates. On October 19, 2015, Council unanimously voted to contribute financial support of $5 million dollars towards the $18 million Avenidas capital campaign from revenue sources as of yet to be identified. Environmental Review The proposed Avenidas Rehabilitation and Expansion project is not exempt from review under the California Environmental Quality Act (CEQA), given the scope of work and the historical listing of the building on the City’s historic inventory and California Register of Historic Places. The City’s consultant is preparing an initial study and the City anticipates releasing a (Mitigated) Negative Declaration for public comment in July. The Director would review and act on a (Mitigated) Negative Declaration. Attachments: Attachment A: Lease City of Palo Alto 2015 part 1 (PDF) City of Palo Alto Page 7 Attachment A: Lease City of Palo Alto 2015 part 2 (PDF) Attachment A - Part 1 Attachment A - Part 2