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2026-09-28 City Council Agenda Packet
CITY COUNCIL Special Meeting Monday, September 28, 2026 Council Chambers & Hybrid 5:30 PM Amended Agenda Amended agenda items appear below in RED City Council meetings will be held as “hybrid” meetings with the option to attend virtually or in person. Information on how the public may observe and participate in the meeting is located at the end of the agenda. Translation services are available upon request at least 24 hours before the meeting. The meeting will be broadcast on Cable TV Channel 76, live on YouTube https://www.youtube.com/c/cityofpaloalto, and streamed to Midpen Media Center https://midpenmedia.org. VIRTUAL PARTICIPATION CLICK HERE TO JOIN (https://cityofpaloalto.zoom.us/j/362027238) Meeting ID: 362 027 238 Phone:1(669)900-6833 PUBLIC COMMENTS Public Comment for items not on the agenda will be accepted for up to 1-3 minutes or an amount of time determined by the Chair. In-person comments will be heard at the beginning of the agenda and remote comments will be heard at the end of the agenda. In-person general public comment will be heard for 30 minutes. Additional in-person public comments, if any, will be heard at the end of the agenda. Public comments for agendized items will be accepted both in person and via Zoom for up to 3 minutes or an amount of time determined by the Chair. Requests to speak will be taken until 5 minutes after the staff’s presentation or as determined by the Chair. Written public comments can be submitted in advance to city.council@PaloAlto.gov and will be provided to the Council and available for inspection on the City’s website. Multiple individuals wishing to speak on the same item may designate a spokesperson. Spokespeople must be representing 5 or more verified individuals who are present in person or via Zoom. Spokespeople are allowed up to 10 minutes, at the discretion of the Chair. Speaking time may be reduced if the Chair reduces the speaking time for individual speakers. PowerPoints, videos, or other media to be presented during public comment are accepted only by email to city.clerk@PaloAlto.gov at least 24 hours before the meeting. Once received, the Clerk will share them at public comment for the specified item. To uphold strong cybersecurity management practices, USB’s or other physical electronic storage devices are not accepted. Signs and symbolic materials less than 2 feet by 3 feet are permitted provided that: sticks, posts, poles or similar/other type of handle objects are strictly prohibited; the items do not create a facility, fire, or safety hazard; and persons with such items remain seated when displaying them and must not raise the items above shoulder level, obstruct the view or passage of other attendees, or otherwise disturb the business of the meeting. TIME ESTIMATES 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, change the order of items and/or continue items to another meeting. 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. 1 September 28, 2026 Materials submitted after distribution of the agenda packet are available for public inspection at www.paloalto.gov/agendas. CALL TO ORDER SPECIAL ORDERS OF THE DAY (5:30 - 5:45 PM) 1.Caltrain Presentation of Framework for a ”No External Funding Scenario”. CEQA Status – Not a Project Item Removed Off Agenda 2.Review Applications and Select Candidates to Interview for the Human Relations Commission (HRC), Planning and Transportation Commission (PTC), and Stormwater Management Oversight Committee (SWMOC) Vacancies; CEQA Status – Not a Project Supplemental Report added CLOSED SESSION (5:45 - 6:15 PM) 3.CONFERENCE WITH CITY ATTORNEY-POTENTIAL LITIGATION Subject: Significant exposure to litigation Authority: Government Code Section 54956.9(d)(2) Number of potential cases: 1, as Defendant AGENDA CHANGES, ADDITIONS AND DELETIONS IN-PERSON PUBLIC COMMENT (6:15 - 6:45 PM) Members of the public may speak to any item NOT on the agenda. 1-3 minutes depending on number of speakers. In-person comments will be heard at the beginning of the agenda and remote comments will be heard at the end of the agenda. In-person Public Comment is limited to 30 minutes. Additional in-person public comments, if any, will be heard at the end of the agenda. COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (6:45 - 6:55 PM) Members of the public may not speak to the item(s). CONSENT CALENDAR (6:55 - 7:00 PM) Items will be voted in one motion unless removed from the calendar by three Council Members. 4.Approval of Minutes from August 19, September 9, and September 14, 2026 Meetings 5.Approval of a Letter of Intent with Maker Nexus for collaboration on a long-term public- private partnership for a new multi-generational makerspace at the Cubberley site; CEQA status - Mitigated Negative Declaration Approved on May 19, 2026. 6.Approval of the Acceptance of State of California Citizens Options for Public Safety (COPS) Funds of $211,000 and a Budget Amendment in the Supplemental Law 2 September 28, 2026 Materials submitted after distribution of the agenda packet are available for public inspection at www.paloalto.gov/agendas. Enforcement Services Fund for revenue and municipal police service expenses; CEQA status – not a project. 7.Approval of a Term Sheet with Friends of the Recreation Wellness Center to Advance a Public-Private Partnership for a New Recreation Wellness Center at the Cubberley Site; CEQA status – Mitigated Negative Declaration Approved on May 19, 2026. 8.Approval of a Professional Services and SaaS Agreement C27195677 with TruePoint Solutions, LLC DBA GovPath for an Amount Not-to-Exceed $3,486,301 for the Licensing, Maintenance, and Support of the City’s Building Permitting System on the Accela Platform for a Period of Five Years; CEQA Status - Not a Project. 9.Approval of Professional Services Contract No. C27197334 with Cascadia Consulting Group, Inc. for a Waste Characterization Study of the City’s Municipal Solid Waste Stream in an Amount Not-to-Exceed $270,233; CEQA Status – Exempt under CEQA Guidelines Sections 15061, 15262 10.Approval of Contract Amendment Number 2 to Contract C21181846 with CAD Masters, Inc. in the Amount of $420,000 for a total not to exceed $2,370,000 for Continued Support of Utility Engineering Systems and Applications through August 2, 2029 (a total of 8 years); CEQA Status: Not a Project Under CEQA Guidelines Section 15378 11.Approval of Amendment No. 4 to Contract No. C20176877 with Schaaf & Wheeler Consulting Civil Engineers to Extend the Contract Term Through June 30, 2027 for the Corporation Way System Upgrades and Pump Station (SD-21000), West Bayshore Road Pump Station (SD-20000), and West Bayshore Trunk Line Improvements (SD-23000) Projects; CEQA Status - Exempt Under CEQA Guidelines Section 15301 12.706 Cowper Street [26PLN-00144]. Council Preliminary Review for Comprehensive Plan Land Use Plan Map Amendment to Allow an Approximately 400 Square Foot Commercial Addition to a Category 1 Historic Resource in the Multiple-Family Residential Land Use Designation. CEQA Status: Not a Project. 13.QUASI-JUDICIAL. 3200 Park/340 Portage: Final Map and Street Naming [26PLN-00009]: Request for a Final Map to Subdivide One Existing 3.92-Acre Parcel for Condominium Purposes, Consistent with the Approved Development Agreement, and to Name the New Private Streets. Zone District: PC 5597. CEQA Status: Council Adopted Resolution 10123 Certifying the EIR for the Project on September 12, 2023 (SCH # 2021120444). 3 September 28, 2026 Materials submitted after distribution of the agenda packet are available for public inspection at www.paloalto.gov/agendas. CITY MANAGER COMMENTS (7:00 - 7:10 PM) BREAK (15 MINUTES) Listed times are estimates only and are subject to change at any time, including while the meeting is in progress. ACTION ITEMS (7:25 - 9:25 PM) Include: Report of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Report of Officials, Unfinished Business and Council Matters. 14.Direction to advance the Locally Preferred Alternatives for Grade Separation at Churchill Avenue, Meadow Drive, and Charleston Road crossings to 35% design and environmental documentation. CEQA Status – Statutorily Exempt. VIRTUAL PUBLIC COMMENT Members of the public may speak to any item NOT on the agenda. 1-3 minutes depending on number of speakers. In-person comments will be heard at the beginning of the agenda and remote comments will be heard at the end of the agenda. In-person Public Comment is limited to 30 minutes. Additional in-person public comments, if any, will be heard at the end of the agenda. ADJOURNMENT INFORMATION REPORTS Information reports are provided for informational purposes only to the Council and the public but are not listed for action or discussion during this meeting’s agenda. A.Monthly Investment Report - August 2026 (Unaudited) B.Conflict of Interest Code 2026 Local Agency Biennial Notice; CEQA Status – Not a Project OTHER INFORMATION Standing Committee Meetings this week City Council Meeting September 30, 2026 Climate Action & Sustainability Committee October 2, 2026 Public Comment Letters Schedule of Meetings SUPPLEMENTAL \ AMENDED AGENDA ITEMS 1.Caltrain Presentation of Framework for a ”No External Funding Scenario”. CEQA Status – Not a Project Item Removed Off Agenda 4 September 28, 2026 Materials submitted after distribution of the agenda packet are available for public inspection at www.paloalto.gov/agendas. 2.Review Applications and Select Candidates to Interview for the Human Relations Commission (HRC), Planning and Transportation Commission (PTC), and Stormwater Management Oversight Committee (SWMOC) Vacancies; CEQA Status – Not a Project Supplemental Report added PUBLIC COMMENT INSTRUCTIONS Members of the Public may provide public comments to teleconference meetings via email, teleconference, or by phone. 1.Written public comments may be submitted by email to city.council@PaloAlto.gov. 2.For in person public comments please complete a speaker request card located on the table at the entrance to the Council Chambers and deliver it to the Clerk prior to discussion of the item. 3.Spoken public comments using a computer or smart phone will be accepted through the teleconference meeting. To address the Council, click on the link below to access a Zoom- based meeting. Please read the following instructions carefully. ◦You may download the Zoom client or connect to the meeting in- browser. If using your browser, make sure you are using a current, up-to-date browser: Chrome 30 , Firefox 27 , Microsoft Edge 12 , Safari 7 . Certain functionality may be disabled in older browsers including Internet Explorer. Or download the Zoom application onto your smart phone from the Apple App Store or Google Play Store and enter in the Meeting ID below. ◦You may be asked to enter an email address and name. We request that you identify yourself by name as this will be visible online and will be used to notify you that it is your turn to speak. ◦When you wish to speak on an Agenda Item, click on “raise hand.” The Clerk will activate and unmute speakers in turn. Speakers will be notified shortly before they are called to speak. ◦When called, please limit your remarks to the time limit allotted. A timer will be shown on the computer to help keep track of your comments. 4.Spoken public comments using a phone use the telephone number listed below. When you wish to speak on an agenda item hit *9 on your phone so we know that you wish to speak. You will be asked to provide your first and last name before addressing the Council. You will be advised how long you have to speak. When called please limit your remarks to the agenda item and time limit allotted. CLICK HERE TO JOIN Meeting ID: 362-027-238 Phone: 1-669-900-6833 Americans with Disability Act (ADA) It is the policy of the City of Palo Alto to offer its public programs, services and meetings in a manner that is readily accessible to all. Persons with disabilities who require materials in an appropriate alternative format or who require auxiliary aids to access City meetings, programs, or services may contact the City’s ADA Coordinator at (650) 329-2550 (voice) or by emailing ada@PaloAlto.gov. Requests for assistance or accommodations must be submitted at least 24 hours in advance of the meeting, program, or service. 5 September 28, 2026 Materials submitted after distribution of the agenda packet are available for public inspection at www.paloalto.gov/agendas. California Government Code §84308, commonly referred to as the "Levine Act," prohibits an elected official of a local government agency from participating in a proceeding involving a license, permit, or other entitlement for use if the official received a campaign contribution exceeding $500 from a party or participant, including their agents, to the proceeding within the last 12 months. A “license, permit, or other entitlement for use” includes most land use and planning approvals and the approval of contracts that are not subject to lowest responsible bid procedures and have a value over $50,000. A “party” is a person who files an application for, or is the subject of, a proceeding involving a license, permit, or other entitlement for use. A “participant” is a person who actively supports or opposes a particular decision in a proceeding involving a license, permit, or other entitlement for use, and has a financial interest in the decision. The Levine Act incorporates the definition of “financial interest” in the Political Reform Act, which encompasses interests in business entities, real property, sources of income, sources of gifts, and personal finances that may be affected by the Council’s actions. If you qualify as a “party” or “participant” to a proceeding, and you have made a campaign contribution to a Council Member exceeding $500 made within the last 12 months, you must disclose the campaign contribution before making your comments. 6 September 28, 2026 Materials submitted after distribution of the agenda packet are available for public inspection at www.paloalto.gov/agendas. City Council Staff Report From: City Manager Report Type: SPECIAL ORDERS OF THE DAY Lead Department: Transportation Meeting Date: September 28, 2026 Report #:2608-6628 TITLE Caltrain Presentation of Framework for a ”No External Funding Scenario”. CEQA Status – Not a Project EXECUTIVE SUMMARY Caltrain staff will provide an overview of the adopted framework for addressing a scenario in which there is no external funding for its operations. This includes the guiding principles that would shape evaluation of potential service and operational changes and the process for developing contingency scenarios. The framework emphasizes maintaining safety, complying with regulatory requirements, minimizing operating and maintenance costs, maximizing ridership and revenue opportunities, and preserving equitable access to the rail system. Potential measures to be evaluated include changes to service frequency and span, station or segment closures, reductions in maintenance activities, staffing adjustments, and opportunities to generate additional revenue. The presentation is intended to inform the Board of the planning process and the potential implications for Caltrain service should a sustainable external funding source not be secured." BACKGROUND Caltrain continues to face a structural operating funding gap beginning in Fiscal Year 2028 absent a new, ongoing external revenue source. While the agency has implemented significant cost-saving measures, seen significant ridership increases, increased non-fare revenues, and benefited from one-time bridge funding, current projections indicate that these actions alone are insufficient to sustain existing levels of service over the long term. As a result, the Caltrain Board of Directors adopted a framework in June 2026 to guide development of a "No External Funding Scenario" that will inform future budget and service planning should additional funding not materialize. ENVIRONMENTAL REVIEW This report is for informational purposes only with no action required by the Council and therefore is not a project subject to environmental review under the California Environmental Quality Act. APPROVED BY: Ria Hutabarat Lo, Chief Transportation Official Item 1 Item 1 Staff Report Item 1: Staff Report Pg. 1 Packet Pg. 7 of 342 City Council Staff Report Report Type: SPECIAL ORDERS OF THE DAY Lead Department: City Clerk Meeting Date: September 28, 2026 Report #:2609-6803 TITLE Review Applications and Select Candidates to Interview for the Human Relations Commission (HRC), Planning and Transportation Commission (PTC), and Stormwater Management Oversight Committee (SWMOC) Vacancies; CEQA Status – Not a Project RECOMMENDATION Staff recommends that the City Council review applications and select the following number of candidates to interview: Up to 8 candidates for HRC Up to 6 candidates for PTC Up to 6 candidates for SWMOC BACKGROUND City Council’s review and selection of candidates to interview for HRC, PTC, and SWMOC was deferred from the September 14, 2026 meeting to manage meeting capacity and extend HRC recruitment. Applications were published as part of the September 14, 2026 City Council agenda packet and are available online and linked in Attachment A. An HRC member resigned effective immediately on 9/8/26. Staff re-opened HRC recruitment through September 16 to publicize the unscheduled vacancy and solicit additional applications. The City Council will consider appointing a total of 3 HRC commissioners (2 full-term vacancies and 1 partial-term vacancy). Three additional applications were received and are included in Attachment B. The City Council has established a process to select which applicants to interview for BCC vacancies, but has the discretion to adjust the selection method if it chooses. Councilmembers vote on candidates to interview, with each Councilmember allotted twice as many votes as vacancies. Candidates must receive at least two votes to be interviewed, and candidates receiving the top number of votes are interviewed. The number of candidates interviewed is based on the number of vacancies as follows: Item 2 Item 2 Staff Report Item 2: Staff Report Pg. 1 Packet Pg. 8 of 342 Interview all candidates if there are 6 or fewer applicants Interview up to 6 candidates when there are 1-2 vacancies Interview up to 8 candidates when there are 3 vacancies Interview up to 10 candidates when there are 4 vacancies ANALYSIS A summary of the openings, eligibility requirements, and term lengths for each vacancy are included below. In addition to the eligibility requirements below, no commissioners may be Councilmembers, officers, or employees of the City. Human Relations Commission (HRC) Number of Vacancies and Term Dates 2 Full Term Vacancies (11/1/2026 – 10/31/2029) 1 Partial Term Vacancy (11/1/2025 – 10/31/2028) Seat Numbers 1, 4 ,7 Number of Applicants 12 Total (9 in regular recruitment, 3 additional in extended) Number of Candidates to Interview Up to 8 Number of Votes per Councilmember 6 Eligibility Requirements1 Palo Alto residency Planning and Transportation Commission (PTC) Number of Vacancies and Term Dates 1 Partial Term Vacancy (4/1/2026 – 3/31/2030) Seat Number 4 Number of Applicants 9 Number of Candidates to Interview Up to 6 Number of Votes per Councilmember 2 Eligibility Requirements2 Palo Alto residency 1 Palo Alto Municipal Code Section 2.22.010 https://codelibrary.amlegal.com/codes/paloalto/latest/paloalto_ca/0- 0-0-61320 2 Palo Alto Municipal Code Section 2.20.010 https://codelibrary.amlegal.com/codes/paloalto/latest/paloalto_ca/0- 0-0-61282 Item 2 Item 2 Staff Report Item 2: Staff Report Pg. 2 Packet Pg. 9 of 342 Stormwater Management Oversight Committee (SWMOC) Number of Vacancies and Term Dates 2 Full Term Vacancies (11/1/2026 - 10/31/2030) Seat Number 2, 3 Number of Applicants 7 Number of Candidates to Interview Up to 6 Number of Votes per Councilmember 4 Eligibility Requirements5 Each Committee member shall be a resident of Palo Alto, an employee of a business located in Palo Alto or an owner of real property within the City. FISCAL/RESOURCE IMPACT None. STAKEHOLDER ENGAGEMENT City staff publicized the recruitment through the following methods: Electronic distribution via the City’s Uplift Local community newsletter, City Clerk’s Office newsletter, City’s website, and City’s social media channels; Physical posting and flyer distribution at City facilities, including libraries, community centers, and City Hall; Print and online ads in the Palo Alto Daily Post and Palo Alto Weekly; and Outreach to previous applicants, community-based organizations and groups related to the commissions’ purview. ENVIRONMENTAL REVIEW Council action on this item is not a project as defined by CEQA because it is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. CEQA Guidelines section 15378(b)(5). ATTACHMENTS Attachment A: BCC Applications Published on 9/14/26 Attachment B: HRC Extended Recruitment Applications APPROVED BY: Mahealani Ah Yun, City Clerk 5 Resolution 10310 https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=897189&dbid=0&repo=PaloAlto Item 2 Item 2 Staff Report Item 2: Staff Report Pg. 3 Packet Pg. 10 of 342 Attachment A HRC Applications PRC Applications PTC Applications PAC Applications SWMOC Applications Item 2 Attachment A - BCC Applications Published on 91426 Item 2: Staff Report Pg. 4 Packet Pg. 11 of 342 Human Relations Commission Application Submitted on 16 September 2026, 1:07am Receipt number 94 Related form version 17 Personal Information Name Aji Oliyide Cell Phone Number Home Phone Number Email Address Are you a Palo Alto resident?Yes Address City Palo Alto Postal Code 94303 Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members? No Are you available and committed to complete the term applied for? Yes Fair Political Practices California state law requires board/commission members to file a disclosure of financial interests (Fair Political Practices Commission, Conflict of Interest, Form 700). Do you/your spouse have an investment in, or do you or your spouse serve as an officer or director of, a company doing business in Palo Alto which you believe is likely to: 1. Engage in business with the City; 2. Provide products or services for City projects; or 3. Be affected by decisions of this Board or Commission? No 1 of 4 Item 2 Attachment B - HRC Extended Recruitment Applications Item 2: Staff Report Pg. 5 Packet Pg. 12 of 342 Excluding your principal residence, do you or your spouse own real property in Palo Alto? No How did you learn about the vacancy on the Human Relations Commission? Other: Commissioner Katie Causey Consent to Publish Personal Information on the City of Palo Alto Website Read the code, and check only ONE option below:I request that the City of Palo Alto redact my home address, phone numbers, and email address from the attached Board and Commission Application prior to posting to the City’s website. Personal and Job Experience Occupation Director of AI Strategy and Operations at Sam's Club Please list your relevant education, training, experience, certificates of training, licenses, and professional registration. If describing work experience, please include company/employer name and occupation. I want to thank City Council as this is my second time applying to the Human Relations Commission, and I greatly appreciated the opportunity to interview during my 2025 application. I hold a B.S. in Mechanical Engineering from Georgia Tech and an MBA from Duke University’s Fuqua School of Business. I also completed MIT Professional Education’s Chief Operating Officer Program in 2025. Professionally, I am Director of AI Strategy and Operations at Sam’s Club. Previously, I spent 10 years at Google, most recently as a Senior Technical Engineering Program Manager leading work in Cloud and AI, and earlier as an M&A Finance Integration Manager. Prior to Google, I held consulting and management roles at Deloitte and Accenture. My career has given me extensive experience in strategic planning, operations, technology, finance, program management, and cross-functional leadership. Please describe your involvement in community activities, volunteer and civic organizations, including dates and any offices held. My community involvement has focused on education, youth, the arts, and expanding opportunities for underserved communities. I currently serve on the Board of the Palo Alto Junior Museum and Zoo (2025–present) and on the Board of Trustees of TheatreWorks Silicon Valley (2025–present). I previously served as Vice Chair of Global Glimpse (2022–2025), an organization that provides leadership and international learning opportunities for high school students from diverse backgrounds, and on the Board of Directors of San Francisco CASA (2017–2021), which advocates for children and youth in foster care. My volunteer service also includes work with a grassroots organization in Ghana through Globe Aware (2017) and a fundraising trek in Nepal supporting Voluntary Service Overseas (2011). Application Questions 1. Why are you interested in serving on the Human Relations Commission and what experience would you bring to the position? Having followed HRC and very familiar with the meetings I recognize the HRC is in a period where there are a majority of new commissioners. Having served extensively on nonprofit boards, including as a Vice Chair, I bring experience helping boards operate effectively—following Rosenberg's Rules keeping 2 of 4 Item 2 Attachment B - HRC Extended Recruitment Applications Item 2: Staff Report Pg. 6 Packet Pg. 13 of 342 meetings focused, organized, and productive while ensuring different perspectives on sensitive issues feel heard. My family has a deep love of Palo Alto, (my mother has resided here as well for 1.5+ year and I have a child in Palo Verde and one entering preschool soon). I understand that the commissioner who recently stepped down played an important role in the HRC’s ongoing discussions about youth mental health and the experiences of families. As a parent of children in Palo Alto schools, I would bring a valuable firsthand perspective on the needs, challenges, and experiences of families. 2. Please describe an issue that recently came before the Commission that is of particular interest to you and describe why you are interested in it. Archived video meetings are available from the Midpen Media Center. Like many Palo Altans, I am caring across generations: I have an aging mother and children in our local schools. I was particularly interested in the CEDAW Subcommittee’s recent audit of Palo Alto’s caregiving infrastructure, including childcare and adult care, and the HRC’s listening session on seniors and affordable housing. I am encouraged that the CEDAW work is already informing how the City considers unpaid caregiving and captures the experiences of caregivers in assessing community needs. I would be especially interested in helping translate the Commission’s findings into pragmatic policy recommendations. For example the two areas highlighted in the senior housing listening session were exploring renter protections for those in their 70s or older who have been longtime residents and exploring what HOA fees could be reduced for seniors in BMR units. 3. If you are appointed, what specific goals would you like to see the Human Relations Commission achieve, and how would you help in the process? My goal would be to help ensure effective implementation of the JED report recommendations. As someone with extensive board experience, I am confident I can step into the Commissioner role quickly and contribute from the outset. I understand how effective boards operate, work within established procedures, and keep discussions organized, inclusive, and focused on actionable outcomes. I also bring significant nonprofit experience serving vulnerable young people. For four years, I served on the Board of Directors of San Francisco CASA, which advocates for children and youth in foster care and helps ensure they have consistent, trusted adults in their lives. That experience directly connects to themes in the JED report: creating pathways to trusted adults, helping families navigate systems of support, empowering youth, and ensuring young people's voices meaningfully inform decisions that affect them. 4. Human Relations Commission Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience with these documents is not required for selection. Human Services Needs Assessment (2024) Muni Code 9.72 – Mandatory Response Program Community Services Element of the Comprehensive Plan (2017) While I have not yet worked directly with these specific City documents, their focus aligns closely with skills I have developed throughout my professional and nonprofit leadership experience. My work at Sam’s Club, Google, Deloitte, and Accenture has required me to analyze complex data and policies, identify gaps and priorities, and translate findings into actionable recommendations. My nonprofit board service has similarly required thoughtful review of community needs, organizational policies, and strategic plans. If appointed, I would bring that analytical and governance experience to understanding the Human Services Needs Assessment, Mandatory Response Program, and Community Services Element, and to applying them thoughtfully in the HRC’s recommendations to the City Council. 3 of 4 Item 2 Attachment B - HRC Extended Recruitment Applications Item 2: Staff Report Pg. 7 Packet Pg. 14 of 342 If you'd like to provide any additional documents, please upload below. Please confirm that you have read the Boards and Commissions Handbook. View the Boards and Commissions Handbook. Yes Signature Name of signatory: Aji Oliyide Link to signature Date Completed 09/16/2026 4 of 4 Item 2 Attachment B - HRC Extended Recruitment Applications Item 2: Staff Report Pg. 8 Packet Pg. 15 of 342 Human Relations Commission Application Submitted on 16 September 2026, 4:12pm Receipt number 95 Related form version 17 Personal Information Name Sunny Dykwel Cell Phone Number 6504006960 Home Phone Number Email Address sunny.dykwel@gmail.com Are you a Palo Alto resident?Yes Address 480 Gary Ct City Palo Alto Postal Code 94306 Do you have any relatives or members of your household who are employed by the City of Palo Alto, who are currently serving on the City Council, or who are Commissioners or Board Members? No Are you available and committed to complete the term applied for? Yes Fair Political Practices California state law requires board/commission members to file a disclosure of financial interests (Fair Political Practices Commission, Conflict of Interest, Form 700). Do you/your spouse have an investment in, or do you or your spouse serve as an officer or director of, a company doing business in Palo Alto which you believe is likely to: 1. Engage in business with the City; 2. Provide products or services for City projects; or 3. Be affected by decisions of this Board or Commission? No 1 of 3 Item 2 Attachment B - HRC Extended Recruitment Applications Item 2: Staff Report Pg. 9 Packet Pg. 16 of 342 Excluding your principal residence, do you or your spouse own real property in Palo Alto? No How did you learn about the vacancy on the Human Relations Commission? Community Group Consent to Publish Personal Information on the City of Palo Alto Website Read the code, and check only ONE option below:I give permission for the City of Palo Alto to post to the City’s website the attached Board and Commission Application intact. I have read and understand my rights under Government Code Section 6254.21. I may revoke this permission at any time by providing written notice to the Palo Alto City Clerk. Personal and Job Experience Occupation Realtor with Compass; Principal-Brokers By Design; Community volunteer Please list your relevant education, training, experience, certificates of training, licenses, and professional registration. If describing work experience, please include company/employer name and occupation. SJSU B.S. Degree, Business Admin. Former Commissioner, PA Parks and Recreation; served on PA Parks & Rec Foiundation. 2- term Director, League of Women Voters. 2-term Director, PA Chamber of Commerce. Founding. Director for the PA Downtown Business Improvement District. 2-term Director, PA Family YMCA. Currently serving PA Neighborhoods Block Preparedness Emergency Response Team. Board/Steering Committee member, Midtown Residents Assn. CA Dept of Real Estate licensee 30 yrs. Former Director, Cal Assn of Realtors (CAR) also served as CAR Arbitrator, Served on several committees for PA District Board of Realtors, Southern. Alameda Board, and Silicon Valley Assn of Realtors including Legislative and Professional Standards. Please describe your involvement in community activities, volunteer and civic organizations, including dates and any offices held. Extensive community involvement includes membership to Palo Alto Rotary Club and other non-proifts. Former Director, Palo Alto-University Rotary Club. Served on PAUSD PTA Council Exec Board and. Paly PTSA Board. While serving on the board of PAUSD All Schools Fund, (ASF), helped merge ASF and Palo Alto Foundation for Education (PAFE) into Partners In Education. Helped establish Project Safety Net with the City, PAUSD, Stanford Hospital and affiliates and a coalition of organizations focused on youth suicide prevention, adolescent mental issues, improved access to mental health services and community education. Director for Filipino Women's Network supporting women and helping end the cycle of abuse. Worked with Rubicon Childrens Center group homes to raise awareness and funding for abused and neglected children in Alameda, San Mateo and Santa Clara counties. Application Questions 1. Why are you interested in serving on the Human Relations Commission and what experience would you I have always dedicated my life to helping others. Serving on the Human Relations. Commission is an extension of the impact I can 2 of 3 Item 2 Attachment B - HRC Extended Recruitment Applications Item 2: Staff Report Pg. 10 Packet Pg. 17 of 342 bring to the position?bring for the betterment of our community. My breath of work experience related to housing, arbitration, and legislation, as well as my long-history of civic engagement would be helpful on issues and projects that come before the commission. Being a parent of an active PAUSD student and. having lived in Palo Alto for 30 years will also. come in handy. 2. Please describe an issue that recently came before the Commission that is of particular interest to you and describe why you are interested in it. Archived video meetings are available from the Midpen Media Center. At the moment, I am engaged in housing issues for the League and the needs of our unhoused population, which also is a matter of importance to the Commission. Measure J is another issue that I would like to pass in November as Cubberley Community Center provides opportunities for affordable childcare and our treasured community resources and services; it is home to several agencies and art organizations that.help make our community thrive. 3. If you are appointed, what specific goals would you like to see the Human Relations Commission achieve, and how would you help in the process? See above. 4. Human Relations Commission Members work with the documents listed below. If you have experience with any of these documents, please describe that experience. Experience with these documents is not required for selection. Human Services Needs Assessment (2024) Muni Code 9.72 – Mandatory Response Program Community Services Element of the Comprehensive Plan (2017) I have read the. handbooks and have an understanding of the goals and responsibilities and the work plan of the Human Relations Commission. I am somewhat familiar with the Community Services Element of the Comprehensive Pan, having served on the Parks and Recreation Commission. If you'd like to provide any additional documents, please upload below. Please confirm that you have read the Boards and Commissions Handbook. View the Boards and Commissions Handbook. Yes Signature Name of signatory: Sunny Dykwel Link to signature Date Completed 09/16/2026 3 of 3 Item 2 Attachment B - HRC Extended Recruitment Applications Item 2: Staff Report Pg. 11 Packet Pg. 18 of 342 Subject: Human Relations Commission Application – Becky Wolf Dear Mayor Veenker and Members of the Palo Alto City Council, I am submitting my application for appointment to the Palo Alto Human Relations Commission. I am applying because I believe I could bring a perspective to the Commission that is not always represented in government decision-making: the perspective of someone who has experienced systems from both sides of the table. My life has included domestic violence beginning in childhood and continuing into adulthood, a long-term marriage affected by abuse, legal and financial abuse, disability, housing instability, supportive housing, and now homelessness. I have also spent the last year advocating for other people navigating many of those same systems. Those experiences changed the way I look at public policy. I have learned that a policy can sound excellent on paper and still fail the person it was created to protect. That is why I care so deeply about bringing policy and lived experience into the same room. As founder of The Opportunity Center Single Side Tenant Union and as an advocate, I have worked with residents, veterans, seniors, people with disabilities, survivors, and people who are unhoused or housing insecure. I have learned to review public records, Housing Authority materials, voucher requirements, ADA procedures, HAP contracts, CDBG funding, complaint processes, City documents, planning materials, and reports such as SPUR. I am comfortable asking: Who is responsible? Who is monitoring? Where does the funding come from? What protections exist? Were they followed? And what actually happened to the person at the end of the process? I do not believe accountability has to mean hostility or blame. I believe accountability means making sure that when an organization or government body accepts responsibility for monitoring, funding, protecting, or serving people, that responsibility has meaning. I also believe deeply that people who rarely enter government meeting rooms deserve representation inside them. If appointed, I would especially hope to help strengthen the connection between the HRC and Item 2 Attachment B - HRC Extended Recruitment Applications Item 2: Staff Report Pg. 12 Packet Pg. 19 of 342 Palo Alto residents who are unhoused, living in supportive housing, disabled, elderly, survivors of violence, or otherwise struggling to make themselves heard. One thing about me is very simple: once I learn that something is wrong, I cannot unknow it. I want to understand why it happened, what can be changed, and how we can keep the next person from falling into the same gap. I am currently unhoused, while actively working to secure permanent full-time housing again in Palo Alto. I hope my current housing circumstances will not prevent me from serving the community I care so deeply about. In many ways, this experience has made the importance of representation even clearer to me. I am attaching my application and supporting materials for your consideration. Please let me know if there is any additional information, documentation, or material that would be helpful. Thank you for considering my application and for the opportunity to participate in Palo Alto civic life. Warmly, Becky Wolf Advocate Founder, The Opportunity Center Single Side Tenant Union #SilenceIsNotSurvivable Item 2 Attachment B - HRC Extended Recruitment Applications Item 2: Staff Report Pg. 13 Packet Pg. 20 of 342 Item 2 Attachment B - HRC Extended Recruitment Applications Item 2: Staff Report Pg. 14 Packet Pg. 21 of 342 Item 2 Attachment B - HRC Extended Recruitment Applications Item 2: Staff Report Pg. 15 Packet Pg. 22 of 342 Item 2 Attachment B - HRC Extended Recruitment Applications Item 2: Staff Report Pg. 16 Packet Pg. 23 of 342 Item 2 Attachment B - HRC Extended Recruitment Applications Item 2: Staff Report Pg. 17 Packet Pg. 24 of 342 Item 2 Attachment B - HRC Extended Recruitment Applications Item 2: Staff Report Pg. 18 Packet Pg. 25 of 342 City Council Staff Report Report Type: CONSENT CALENDAR Lead Department: City Clerk Meeting Date: September 28, 2026 Report #:2609-6774 TITLE Approval of Minutes from August 19, September 9, and September 14, 2026 Meetings RECOMMENDATION Staff recommends that the City Council review and approve the minutes. ATTACHMENTS Attachment A: August 19, 2026 Draft Action Minutes Attachment B: September 9, 2026 Draft Action Minutes Attachment C: September 14, 2026 Draft Action Minutes APPROVED BY: Mahealani Ah Yun, City Clerk Item 4 Item 4 Staff Report Item 4: Staff Report Pg. 1 Packet Pg. 26 of 342 CITY COUNCIL DRAFT ACTION MINUTES State of the City 2026 Page 1 of 1 Special Meeting August 19, 2026 The City Council of the City of Palo Alto met on this date in the Palo Alto High School Performing Arts Center and by virtual teleconference at 5:30 P.M. Present In Person: Burt, Lauing, Lu, Lythcott-Haims, Stone, Veenker Present Remotely: Absent: Reckdahl Call to Order State of the City 2026 1. 2026 Palo Alto State of the City NO ACTION Adjournment: The meeting was adjourned at 7:30 P.M. ATTEST: APPROVED: ____________________ ____________________ City Clerk Mayor NOTE: Action minutes are prepared in accordance with Palo Alto Municipal Code (PAMC) 2.04.160(a) and (b). Summary minutes (sense) are prepared in accordance with PAMC Section 2.04.160(c). Beginning in January 2018, in accordance with Ordinance No. 5423, the City Council found action minutes and the video/audio recordings of Council proceedings to be the official records of both Council and committee proceedings. These recordings are available on the City’s website. Item 4 Attachment A - August 19, 2026 Draft Action Minutes Item 4: Staff Report Pg. 2 Packet Pg. 27 of 342 CITY COUNCIL DRAFT ACTION MINUTES Page 1 of 5 Special Meeting September 9, 2026 The City Council of the City of Palo Alto met on this date in the Council Chambers and by virtual teleconference at 5:00 P.M. Present In Person: Burt, Lauing, Lu, Lythcott-Haims, Reckdahl, Stone, Veenker Present Remotely: Absent: Special Orders of the Day 1. Interview Candidates for Vacancies on the Historic Resources Board (HRB); CEQA Status - Not a Project NO ACTION 2. Proclamation Honoring the 25th Anniversary of September 11, 2001 NO ACTION Closed Session 3. PUBLIC EMPLOYEE PERFORMANCE EVALUATIONS Authority: Cal. Gov. Code section 54957(b)(1) Titles: City Manager, City Attorney and City Clerk MOTION: Councilmember Reckdahl moved, seconded by Vice Mayor Stone to go into Closed Session. MOTION PASSED: 7-0 Council went into Closed Session at 5:48 P.M. Council returned from Closed Session at 8:25 P.M. Item 4 Attachment B - September 9, 2026 Draft Action Minutes Item 4: Staff Report Pg. 3 Packet Pg. 28 of 342 DRAFT ACTION MINUTES Page 2 of 5 Sp. City Council Meeting Draft Action Minutes: 09/09/2026 Mayor Veenker announced no reportable action. Agenda Changes, Additions and Deletions In-Person Public Comment Council Member Questions, Comments and Announcements Consent Calendar Mayor Veenker and Councilmember Lu recused from agenda Item Number 6. Councilmembers Lu, Stone, Burt, Lythcott-Haims, Reckdahl, and Veenker requested to pull Agenda Item Number 11. Councilmembers Burt, Reckdahl, and Lauing requested to pull Agenda Item Number 8. MOTION: Councilmember Reckdahl moved, seconded by Councilmember Lu to approve Agenda Item Numbers 4-7, 9-10, and to pull Agenda Item Numbers 8 and 11 off of the consent calendar. MOTION PASSED ITEMS 4-5, 7, 9-10: 7-0 MOTION PASSED ITEM 6: 5-0, Veenker, Lu recused 4. Approval of Minutes from August 17 and August 24, 2026 Meetings 5. Approval of Response to Civil Grand Jury Report “VTA‘s Management and Oversight of BART Silicon Valley Phase II”; CEQA Status: Not a Project 6. Approval of Five-year Memorandum of Agreement with Stanford University to Provide and be Reimbursed for Traffic Control Services during Stanford Stadium Events; CEQA status – not a project. 7. Approval of Amendment No. 1 to Contract No. S25186778 with Municipal Resources Group, LLC to increase the Contract Amount by $85,000 to a Total Not-to-Exceed of $340,000 for Organizational Development Services and Extend the Contract Term by One Year through September 4, 2027; CEQA Status – Not a Project. Item 4 Attachment B - September 9, 2026 Draft Action Minutes Item 4: Staff Report Pg. 4 Packet Pg. 29 of 342 DRAFT ACTION MINUTES Page 3 of 5 Sp. City Council Meeting Draft Action Minutes: 09/09/2026 8. Approval of Amendment No. 1 to the Cost-Sharing Agreement with the County of Santa Clara for Continued Operation of the Safe Parking Program at 2000 Geng Road to Extend the Term Through June 30, 2027 and Not-to-Exceed $196,032; Approval of Amendment No. 3 to Contract No. 1557819, the Lease Agreement with the County of Santa Clara, Extending the County’s Temporary Use of the Site Through June 30, 2027; Approval of FY 2027 Budget Amendment in the Permanent Local Housing Allocation (PLHA) Fund; and Authorization to Use PLHA Activity 6 Funds Accordingly; CEQA status – statutorily exempt. 9. Approval of Amendment No. 2 to Contract C23187298C with Hinderliter, de Llamas & Associates (HdL) to Add Sales Tax and Transactions Tax Analysis, Reporting, Forecasting, and Audit Recovery Services and Increase Compensation by $165,000 for a New Total Not-to-Exceed Amount of $3,035,000 over Two Years and Adoption of a Resolution Authorizing HdL and Designated City Staff to Examine Sales or Transactions and Use Taxes from the California Department of Tax and Fee Administration (CDTFA); CEQA Status - Not a Project 10. Adoption of Side Letter Between the City of Palo Alto and Utilities Management and Professional Association of Palo Alto for a Hiring Incentive; CEQA Status - Not a Project. 11. SECOND READING: Ordinance of the Council of the City of Palo Alto Amending Title 16 (Building Regulations), Title 18 (Zoning), and Title 21 (Subdivisions) of the Palo Alto Municipal Code to Amend Requirements Relating to Accessory Dwelling Units and Junior Accessory Dwelling Units (FIRST READING: August 17, 2026; PASSED: 4-3, Stone, Veenker, Lythcott-Haims no) Pulled Consent Calendar Agenda Item 8. Approval of Amendment No. 1 to the Cost-Sharing Agreement with the County of Santa Clara for Continued Operation of the Safe Parking Program at 2000 Geng Road to Extend the Term Through June 30, 2027 and Not-to-Exceed $196,032; Approval of Amendment No. 3 to Contract No. 1557819, the Lease Agreement with the County of Santa Clara, Extending the County’s Temporary Use of the Site Through June 30, 2027; Approval of FY 2027 Budget Amendment in the Permanent Local Housing Allocation (PLHA) Fund; and Authorization to Use PLHA Activity 6 Funds Accordingly; CEQA status – statutorily exempt. MOTION: Mayor Veenker moved, seconded by Councilmember Lauing to reconsider agenda item number 8 (to approve agenda item number 8) and direct staff to return with a study session related to agenda item number 8. MOTION PASSED: 7-0 Item 4 Attachment B - September 9, 2026 Draft Action Minutes Item 4: Staff Report Pg. 5 Packet Pg. 30 of 342 DRAFT ACTION MINUTES Page 4 of 5 Sp. City Council Meeting Draft Action Minutes: 09/09/2026 City Manager Comments Ed Shikada, City Manager Action Items 12. PUBLIC HEARING / QUASI-JUDICIAL. 470 Olive Avenue [25PLN-00228]: Recommend City Council Adopt an Ordinance Amending the Zoning Map to Change the Zoning District for 470 Olive Avenue from NV-R1 (Single-Family Residential) to NV-MXM (Medium Density Mixed Use) and Adopt a Resolution Changing the North Ventura Coordinated Area Plan (NVCAP) Land Use Designation from Low Density Residential to Medium Density Mixed Use to Align it With the NVMXM Zoning of the Adjacent and Connected Parcel at 2951 El Camino Real. This Action Supports a Staff Determination to Add 470 Olive Avenue as a Housing Inventory Site to Address No Net Loss Requirements. CEQA Status: Statutorily Exempt per Public Resources Code Section 21080.085. Councilmember Lu recused from agenda item number 12. MOTION: Mayor Veenker moved, seconded by Councilmember Reckdahl to continue this item to a date uncertain. MOTION PASSED: 6-0, Lu Recused 13. Designation of Voting Delegate and Alternate for the League of California Cities 2026 Annual Conference, to be held September 23-25, 2026 in Anaheim, California; CEQA Status – Not a Project MOTION: Mayor Veenker moved, seconded by Councilmember Reckdahl to designate Councilmember Lu as the voting delegate and Mayor Veenker as the alternate voting delegate for the League of California Cities (Cal Cities) 2026 Annual Conference. MOTION PASSED: 7-0 14. Colleagues’ Memo: Council Discussion and Public Release of the Investigation Report Regarding Forest Peterson MOTION: Councilmember Lauing moved, seconded by Councilmember Reckdahl to waive attorney-client privilege with respect to final investigative report regarding the complaint against Forest Peterson and direct the City Attorney to release a version of the report with redactions to protect the privacy of witnesses to the extent practicable, with the clarifications Item 4 Attachment B - September 9, 2026 Draft Action Minutes Item 4: Staff Report Pg. 6 Packet Pg. 31 of 342 DRAFT ACTION MINUTES Page 5 of 5 Sp. City Council Meeting Draft Action Minutes: 09/09/2026 that the waiver of privilege is limited to the final report and that Council does not intended to waive privilege over the subject matter of the investigation. MOTION FAILED: 3-4, Lu, Stone, Lythcott-Haims, Veenker Virtual Public Comment Adjournment: The meeting was adjourned at 11:58 P.M. ATTEST: APPROVED: ____________________ ____________________ City Clerk Mayor NOTE: Action minutes are prepared in accordance with Palo Alto Municipal Code (PAMC) 2.04.160(a) and (b). Summary minutes (sense) are prepared in accordance with PAMC Section 2.04.160(c). Beginning in January 2018, in accordance with Ordinance No. 5423, the City Council found action minutes and the video/audio recordings of Council proceedings to be the official records of both Council and committee proceedings. These recordings are available on the City’s website. Item 4 Attachment B - September 9, 2026 Draft Action Minutes Item 4: Staff Report Pg. 7 Packet Pg. 32 of 342 CITY COUNCIL DRAFT ACTION MINUTES Page 1 of 5 Regular Meeting September 14, 2026 The City Council of the City of Palo Alto met on this date in the Council Chambers and by virtual teleconference at 5:30 P.M. Present In Person: Burt, Lauing, Lu, Lythcott-Haims, Reckdahl, Stone, Veenker Present Remotely: Absent: Special Orders of the Day 1. Northern California Power Agency General Manager Tony Zimmer NO ACTION 2. Review Applications and Select Candidates to Interview for the Parks and Recreation Commission (PRC) and Public Art Commission (PAC) Vacancies; CEQA Status – Not a Project NO ACTION Boards, Commissions, and Committees Appointment 3. Appointment of Candidates to the Historic Resources Board (HRB); CEQA Status – Not a Project Historic Resources Board First Round Voting for Three (3) full term vacancies (seats 1, 2, 3) on the Historic Resources Board ending on March 31, 2029 Aleksandar Patrick Dusan Rakicevic More: Burt, Lauing, Lu, Lythcott-Haims, Reckdahl, Stone, Veenker Alisa Eagleston-Cieslewicz: Burt, Lauing, Lu, Lythcott-Haims, Reckdahl, Stone, Veenker Nandini Ramamurthi: Burt, Lauing, Lu, Lythcott-Haims, Reckdahl, Stone, Veenker Item 4 Attachment C - September 14, 2026 Draft Action Minutes Item 4: Staff Report Pg. 8 Packet Pg. 33 of 342 DRAFT ACTION MINUTES Page 2 of 5 City Council Meeting Draft Action Minutes: 09/14/2026 Candidate Aleksandar Patrick Dusan Rakicevic More receiving seven votes is appointed to the full term expiring March 31, 2029 (seat 1). Candidate Alisa Eagleston-Cieslewicz receiving seven votes is appointed to the full term expiring March 31, 2029 (seat 2). Candidate Nandini Ramamurthi receiving seven votes is appointed to the full term expiring March 31, 2029 (seat 3). Agenda Changes, Additions and Deletions In-Person Public Comment Council Member Questions, Comments and Announcements Consent Calendar MOTION: Vice Mayor Stone moved, seconded by Councilmember Reckdahl to approve Agenda Item Numbers 4-6, AA1. MOTION PASSED: 7-0 4. Approval of Contract Number C27197641 with A3 Pipeline in the Amount Not-to-Exceed $2,466,255 for the Sewer Lateral Replacement Project (WC-99013) at various locations across the City; Authorization for the City Manager or Designee to Negotiate and Execute Related Change Orders Not-to-Exceed $246,626 for a Total Not-to-Exceed Amount of $2,712,881 for a Three-Year Term. CEQA Status: Exempt under CEQA Guidelines 15302 (Replacement or Reconstruction of Existing Facilities). 5. Adopt a Resolution approving the City of Palo Alto Utilities Electric Utility Physical Security Plan Update: CEQA Status – Not a Project 6. SECOND READING: Ordinance of the Council of the City of Palo Alto Adding Chapter 10.49 (OSV Parking Permit Districts) to the Palo Alto Municipal Code and Amending PAMC Section 10.60.010 (FIRST READING: August 24, 2026; PASSED: 7-0) AA1. Approval of Increase of Construction Contingency for Contract No. C211781123B with Swinerton Builders in the Amount Not-to-Exceed $7,374,367 and Amendment to the Item 4 Attachment C - September 14, 2026 Draft Action Minutes Item 4: Staff Report Pg. 9 Packet Pg. 34 of 342 DRAFT ACTION MINUTES Page 3 of 5 City Council Meeting Draft Action Minutes: 09/14/2026 Fiscal Year 2027 Budget Appropriation for the Capital Improvement Fund for the New Public Safety Building Capital Improvement Program Project (PE-15001), to Support a Settlement Agreement With Swinerton Builders; CEQA Status – Environmental Impact Report for the New Public Safety Building and New California Avenue Area Parking Garage (Resolution No. 9772) City Manager Comments Ed Shikada, City Manager Action Items 7. PUBLIC HEARING / QUASI-JUDICIAL. 375 Hamilton Avenue [26PLN-00050]: Request for Major Architectural Review Approval for the Construction of a New Six-Story Parking Garage with a Total of 265 Parking Spaces on the Existing Surface-Level Parking Lot D. CEQA Status: Prior Environmental Impact Report Certified (Council Resolution No. 9818, February 11, 2019). An Addendum to the Previously Certified Environmental Impact Report (SCH# 2017052040) has Been Prepared in Accordance with CEQA Guidelines Section 15164. Zoning District: PF (Public Facilities). MOTION: Vice Mayor Stone moved, seconded by Councilmember Lythcott-Haims to: 1. Consider the Addendum to the previously certified Environmental Impact Report (EIR) (Council Resolution No. 9818, February 11, 2019); and 2. Approve the Major Architectural Review (AR) application based on findings and subject to conditions of approval in the Record of Land Use Action (RLUA) in Attachment B. MOTION PASSED: 7-0 8. Refinancing of the 2009A Water Revenue Bonds, Series A; Adoption of a Resolution Authorizing the Issuance and Sale of Tax-Exempt Water Revenue Refunding Bonds in a Principal Amount Not-to-Exceed $20,000,000, Approval of the Official Notice of Sale, Indenture of Trust, Official Statement, Irrevocable Refunding Instructions, and Related Documents; CEQA Status - Not a Project MOTION: Mayor Veenker moved, seconded by Councilmember Lu to: Item 4 Attachment C - September 14, 2026 Draft Action Minutes Item 4: Staff Report Pg. 10 Packet Pg. 35 of 342 DRAFT ACTION MINUTES Page 4 of 5 City Council Meeting Draft Action Minutes: 09/14/2026 1. Authorize staff to refinance the outstanding City of Palo Alto Water Revenue Bonds, 2009 Series A through the issuance of Water Revenue Refunding Bonds in a principal amount not to exceed $20,000,000; and 2. Approve the Official Notice of Sale, Indenture of Trust, Official Statement, Irrevocable Refunding Instructions, and authorize official actions and related documents thereto. MOTION PASSED: 7-0 Closed Session 9. CONFERENCE WITH CITY ATTORNEY-EXISTING LITIGATION Subject: Diego Velasquez v. City of Palo Alto et al. Santa Clara County Superior Court, Case No. 24-CV-450636 Authority: Government Code Section 54956.9(d)(1) One Case, as Defendant 10. CONFERENCE WITH CITY ATTORNEY – EXISTING LITIGATION Subject: City of Palo Alto v. Gary Wetzel, et al. Santa Clara County Superior Court Case No. 26CV484552 One Case, as Defendant Authority: Government Code Section 54956.9(d)(1) 11. CONFERENCE WITH REAL PROPERTY NEGOTIATORS Authority: Government Code Section 54956.8 Property: 4000 Middlefield Road, Palo Alto (Informally known as the Cubberley Site) Negotiating Party: Palo Alto Unified School District City Negotiators: Ed Shikada, Kristen O'Kane, Sunny Tong Subject of Negotiations: Purchase, Exchange, and/or Lease Price and Terms of Payment MOTION: Councilmember Lauing moved, seconded by Councilmember Lu to go into Closed Session. MOTION PASSED: 7-0 Council went into Closed Session at 8:43 P.M. Council returned from Closed Session at 10:10 P.M. Mayor Veenker announced the following reportable actions from Closed Session: Regarding Swinerton v. City of Palo Alto (JAMS Reference # 5100003409), a matter previously heard in Closed Session on August 17, 2026, the City entered into a settlement agreement to resolve claims by Swinerton and its subcontractors arising from construction of the recently Item 4 Attachment C - September 14, 2026 Draft Action Minutes Item 4: Staff Report Pg. 11 Packet Pg. 36 of 342 DRAFT ACTION MINUTES Page 5 of 5 City Council Meeting Draft Action Minutes: 09/14/2026 opened Public Safety Building. The settlement provides for the City to pay $8 million to resolve the claims. The City Council approved the settlement by a 7-0 vote on August 17, 2026, and the settlement agreement was finalized on September 10, 2026. Regarding Diego Velasquez v. City of Palo Alto et al., Santa Clara County Superior Court, Case No. 24-CV-450636, the City Council authorized the City Attorney’s Office to file a cross- complaint in the action against Cleary Brothers Landscape, Inc., Bastion Construction Services, and any successors in interest to those entities. The City Council approved the action by a 7-0 vote. Virtual Public Comment Adjournment: The meeting was adjourned at 10:18 P.M. in memory of Byron Sher, Former Palo Alto Mayor. ATTEST: APPROVED: ____________________ ____________________ City Clerk Mayor NOTE: Action minutes are prepared in accordance with Palo Alto Municipal Code (PAMC) 2.04.160(a) and (b). Summary minutes (sense) are prepared in accordance with PAMC Section 2.04.160(c). Beginning in January 2018, in accordance with Ordinance No. 5423, the City Council found action minutes and the video/audio recordings of Council proceedings to be the official records of both Council and committee proceedings. These recordings are available on the City’s website. Item 4 Attachment C - September 14, 2026 Draft Action Minutes Item 4: Staff Report Pg. 12 Packet Pg. 37 of 342 City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Community Services Meeting Date: September 28, 2026 Report #:2607-6546 TITLE Approval of a Letter of Intent with Maker Nexus for collaboration on a long-term public-private partnership for a new multi-generational makerspace at the Cubberley site; CEQA status - Mitigated Negative Declaration Approved on May 19, 2026. RECOMMENDATION Staff recommend the City Council approve and authorize the City Manager to execute a Letter of Intent (LOI) with Maker Nexus for collaboration on a long-term public-private partnership for a new multi-generational makerspace at the Cubberley site (Attachment A). EXECUTIVE SUMMARY City staff and the Cubberley Ad Hoc committee are coordinating with community partners to advance elements of the Cubberley project using a public private partnership model. A proposed partnership with Maker Nexus would create a new and more expansive makerspace at the Cubberley site for people of all ages and abilities. Staff recommend Council approve a Letter of Intent (Attachment A) with Maker Nexus to formalize a joint commitment to further advance this project component. BACKGROUND The City is advancing a plan to redevelop a 15-acre portion of Cubberley, guided by the Cubberley Conceptual Master Plan and associated CEQA environmental document adopted by the City Council on May 18, 20261. The City and the Palo Alto Unified School District (PAUSD) have a memorandum of understanding that would enable the City to purchase seven acres to support a reimagined community center and fund school improvements. The City currently owns eight acres at Cubberley; acquiring an additional seven acres would create an opportunity 1 City Council, May 18, 2026; Agenda Item #13; SR #2512-5750, https://cityofpaloalto.primegov.com/viewer/preview?id=0&type=8&uid=2a17e949-762d-4b3e-8ba5- f92086da72b0 Item 5 Item 5 Staff Report Item 5: Staff Report Pg. 1 Packet Pg. 38 of 342 to update the ageing facility for the benefit of the community. Funding the land purchase and site improvements could be possible through a combination of funding sources including a ballot measure, nonprofit partnerships, philanthropy, grants, and development fees. ANALYSIS Item 5 Item 5 Staff Report Item 5: Staff Report Pg. 2 Packet Pg. 39 of 342 A public-private partnership with Maker Nexus would bring a successful community-focused maker space to Cubberley and contribute toward funding an element of the Cubberley project for community benefit. The LOI establishes a framework for future actions and outlines mutually cooperative strategies to guide ongoing discussions on key terms and conditions of future agreements. Following approval of the LOI, the City and Maker Nexus will establish terms for a future agreement that will include cost sharing, fundraising goals, timelines, management structures, and other terms. FISCAL/RESOURCE IMPACT STAKEHOLDER ENGAGEMENT ENVIRONMENTAL REVIEW ATTACHMENTS APPROVED BY: Item 5 Item 5 Staff Report Item 5: Staff Report Pg. 3 Packet Pg. 40 of 342 Maker Nexus 1330 Orleans Drive Sunnyvale, CA 94089 (408) 685-2500 www.makernexus.org Letter of Intent for the Mutual Cooperation between the City of Palo Alto (hereinafter “the City” or “CPA”) and Maker Nexus, a nonprofit 501(c)(3) charitable organization incorporated in the state of California. The City of Palo Alto reached out to Maker Nexus to explore the possibility of our potential role as a nonprofit organization anchor facility in the Cubberley site renovation development. This project is dedicated to supporting the City’s efforts to expand indoor recreational space by building community awareness of the need for additional space, catalyzing community engagement in the creation and ongoing support of the space, and helping raise public and private funds for development and operational costs. Maker Nexus empowers people of all ages and backgrounds to learn, create, and innovate. Our collaborative community provides access to hands-on training with professional-grade tools. We lower barriers to craftsmanship, build confidence, create opportunity, and foster a culture of creativity and resourcefulness across our region. Our facility is open to members and the public from 10 am to 10 pm, 7 days a week. This type of access is consistent with our mutual goal to lower barriers of access to the facility and maximize the opportunities for community use of the space. Maker Nexus now wishes to explore collaboration and negotiations toward a long-term public-private partnership to empower the broad community of residents to learn, create and innovate by lowering barriers of access to hands-on training with professional-grade tools, by achieving the following strategic objectives: 1. Identify a potential location within the Cubberley campus, on City-owned land, of sufficient size and location to accommodate a full featured industrial grade shop that will provide work and program space accessible to the community. The parties will mutually determine a location at the Cubberley site to accommodate the project in concert with development of a master plan for a community center at the Cubberley site. 2. Plan for facility use that is flexible and adaptable to both the current and the evolving future needs of the community. Explore preliminary concepts and feasibility standards for a facility intended to be renovated as potentially the first phase of the master plan for the Cubberley site. 3. Pending agreement, Maker Nexus may participate in the City’s development of a master plan for the Cubberley site, to reinforce coordination and comprehensive planning. 1 of 3 Item 5 Attachment A - Letter of Intent with Maker Nexus Item 5: Staff Report Pg. 4 Packet Pg. 41 of 342 4. Maker Nexus and the City may mutually explore development of a preliminary construction and program budget. We anticipate mutual cooperation in bringing existing buildings up to code, including required sprinkler systems, ADA compliance, bathrooms, etc. Certain key infrastructure elements outside the existing buildings are anticipated in order to ensure a usable site, including sufficient parking throughout the day and into the evening to support program delivery, as well as suitable heavy load/unload access to the building for deliveries of relatively large materials and supplies. 5. Maker Nexus may explore fundraising strategies in connection with a potential project, contingent on clarity regarding site control, scope, and City commitments, in order to offset the City's capital development costs. The minimum and total goals will be agreed upon between the City and Maker Nexus following the development of the budget. 6. CPA may provide Maker Nexus with site access and contracting authority to manage renovation construction with oversight by the City. 7. As part of a future agreement, Maker Nexus will provide an operating plan for programs to be conducted in the new facility. Maker Nexus will be solely responsible for programming and membership management. 8. The City agrees to pursue the adoption of the revised Cubberly Master Plan as expeditiously as possible, subject to any required public processes and approvals. 9. Maker Nexus, in order to recoup required investment in the space, anticipates a term of agreement of at least 7 years in the space with two options to extend for 5 years each. Maker Nexus and CPA are interested in undertaking and completing the new facility in accordance with one or more future agreements subject to mutually acceptable terms and conditions. The City and Maker Nexus will endeavor to negotiate a potential agreement as soon as possible. Elements to be included in the agreement(s) include: 1. Term of the agreement(s) 2. Acknowledgement that the City is commencing a master planning effort for a new community center at the Cubberley site that will include community engagement building upon the Cubberley Concept Plan completed in 2019, and coordination and cooperation with that effort will be necessary to meet milestones defined in the Memorandum of Understanding between the City and Palo Alto Unified School District. 3. Distinct phases for fundraising and renovation, respectively, with separate terms for each phase. 4. Contracting requirements that would allow Maker Nexus to efficiently manage renovation and build out of the facility. 5. Establishment of a time frame and details, including goals for fundraising activities. 6. Acknowledgement and stewardship of coordination with City departments to be involved in the project. 2 of 3 Item 5 Attachment A - Letter of Intent with Maker Nexus Item 5: Staff Report Pg. 5 Packet Pg. 42 of 342 7. Development of a community outreach and engagement plan by the City and Maker Nexus to build support for the project and to receive and address community comments. 8. A project schedule, including timelines for review by the City's Architectural Review Board, Planning and Transportation Commission, and other boards and commissions as may be required. 9. Options for either party to terminate the partnership (or “joint planning process”) agreement. 10.The City acknowledges that Maker Nexus will start a major donor fundraising effort and may require commitments from the City in terms of a lease or other process requirements in order to close a major donation. The City acknowledges it will be responsible for providing those commitments in a timely manner or risk losing major donors. This letter is not a binding contract between CPA and Maker Nexus and does not establish a legal partnership or any other legal relationship. Nor shall this letter create any reliance on either party to act or not act in any specific way. It is intended to facilitate discussion of the key agreement terms and conditions of the future agreements relating to this joint project. Maker Nexus and CPA both reserve rights to explore, evaluate, or pursue other potential sites and/or partnerships during the term of this Letter. Date Approved: ____________________________________________________________________________ Ed Shikada City Manager Regina Sakols/Kelly Yamanishi Maker Nexus 3 of 3 Item 5 Attachment A - Letter of Intent with Maker Nexus Item 5: Staff Report Pg. 6 Packet Pg. 43 of 342 Attachment B 1 2 4 6 8 The Cubberley Site 1 2 3 Memorandum of Understanding with PAUSD 4 both the City Council and Palo Alto Unified School District (PAUSD or District) Board of Education approved a Memorandum of Understanding (MOU) related to the future of the Cubberley site. The MOU outlines key terms and conditions for the purchase and future planning of Cubberley. The land purchase, which would transfer ownership of seven acres from PAUSD to the City, is contingent on voter approval of a bond measure in November 2026. This condensed timeframe requires development of a master plan for the site by March 2026, conduct stakeholder and community engagement and outreach, polling, financial analysis, CEQA analysis, and other critical tasks. The addition of the seven acres, plus the eight acres already owned by the City of 1 City Council, December 2, 2024: https://portal.laserfiche.com/Portal/DocView.aspx?id=112707&repo=r- 704298fc&searchid=c3e3ed6f-6cda-4dd3-ba35-5d8d4be5579e 2 https://www.cityofpaloalto.org/files/assets/public/v/1/city-manager/communications-office/cubberley- community-center_mappdf.pdf 3 Cubberley Concept Plan 2019: https://www.pausd.org/about-us/committees-task-forces/archived- committees/cubberley-master-plan 4 City Council, October 7, 2024; Agenda Item AA1; SR #2409-3500, https://portal.laserfiche.com/Portal/DocView.aspx?id=98415&repo=r-704298fc&searchid=e199f724-22ab- 472b8ad8-ca162c4dcf8a Item 5 Attachment B - Background on the Cubberley Project Item 5: Staff Report Pg. 7 Packet Pg. 44 of 342 Attachment B 1 2 4 6 8 Palo Alto provides an opportunity to develop a new community center and other improvements on a combined 15 acres at the Cubberley site to provide a range of City programs, including health, wellness, and recreational opportunities for residents. Master Plan Update and Pursuit of a Local Ballot Measure 9 related to the future of the Cubberley site. These actions included approval of a contract with Concordia, LLC, and associated budget actions for development of a revised Master Plan for the Cubberley Community Center site, building on the previous master plan completed in 2019 by Concordia and guided by significant community input. Additionally, the Council approved a Letter of Intent with the Friends of the Palo Alto Recreation Wellness Center for the purpose of fundraising for a recreation wellness center (gymnasium) at the Cubberley site, and a workplan for pursuit of a November 2026 local ballot measure to fund the purchase of land and development of a new community center at the Cubberley site. 10 to continue the current use of the property, including playing fields, approval of a professional services agreement with Rincon for CEQA analysis,11 and approval of professional service agreements with Lew Edwards Group and Fairbank, Maslin, Metz & Associates12 for ballot measure strategy advisement and community polling. Cubberley Ad Hoc Committee 9 City Council, December 2, 2024; Agenda Item 18, SR #2410-3634, https://portal.laserfiche.com/Portal/DocView.aspx?id=112713&repo=r-704298fc 10 City Council, December 2, 2024; Agenda Item 12; SR #2410-3651, https://portal.laserfiche.com/Portal/DocView.aspx?id=112707&repo=r-704298fc 11 City Council, December 16, 2024; Agenda Item 12; SR #2411-3813, https://portal.laserfiche.com/Portal/DocView.aspx?id=117742&repo=r-704298fc&searchid=96e9506b- f1bd-485e-a4cb-fc804b5893d1 12 City Council, February 24, 2025; Agenda Item 4; SR #2501-4039, https://portal.laserfiche.com/Portal/DocView.aspx?id=143364&repo=r-704298fc&searchid=fef509a6- 4d34-4060-bc7a-6ab87db7a0ae Item 5 Attachment B - Background on the Cubberley Project Item 5: Staff Report Pg. 8 Packet Pg. 45 of 342 Attachment B 1 2 4 6 8 operating and financial models, and decisions on what should be placed on the November 2026 ballot. April 21, 2025 City Council Meeting 17 City Council meeting, staff presented outcomes from the first community meeting held on March 19, an update on the Cubberley Master Plan Project workplan and sought Council authorization to initiate the first community poll. 18 . 17 City Council, April 21, 2025; Agenda Item 11; SR #2503-4310, https://portal.laserfiche.com/Portal/DocView.aspx?id=166428&repo=r-704298fc 18 Staff Presentation, April 21, 2025; https://cityofpaloalto.primegov.com/Portal/viewer?id=0&type=7&uid=71ade3d7-a57a-4195-a59b- c410d90832ea Item 5 Attachment B - Background on the Cubberley Project Item 5: Staff Report Pg. 9 Packet Pg. 46 of 342 Attachment B 1 2 4 6 8 Theater/Performance Space, Greenspace, Makerspace, and Senior/Multigenerational Programs. 21. The poll themes and questions were developed with input from the Cubberley Ad Hoc Committee and will inform critical upcoming milestones in the project. The Council did not take an action but supported proceeding with the poll. April 22,2025 Parks & Recreation Commission Meeting 22 staff presented an informational update to the Parks and Recreation Commission, offering a comprehensive overview of the project's overall workplan and timeline. The presentation included a detailed summary of Community Meeting #1, highlighting key themes and priorities that emerged from the community’s feedback. Staff also introduced Poll #1, which was launched at the end of April, and encouraged Commissioners to help promote the survey to ensure broad community participation. In addition, the presentation outlined several ways the Commission can remain engaged and support the project, including serving as ambassadors within the community, helping to share information, and providing feedback. The creation of a PRC Cubberley ad-hoc committee was discussed and it was decided that this topic will be further considered during the upcoming workplan revisions scheduled for the coming months. June 9, 2025 City Council Meeting 23 staff presented to City Council the results of the first community poll, community engagement milestones coming up and updates to the workplan. The focus of the first poll was to survey voter input on the goals and future of the community center and possible support for a tax or bond measure. Staff also shared community engagement. Overall, the poll found broad majority support for improvement at the Cubberley site. Surveyed voters place highest priority on bringing the facility up to modern standards for electrical, plumbing, safety, and accessibility early childhood 21 FM3 Presentation, April 21, 2025; https://cityofpaloalto.primegov.com/Portal/viewer?id=0&type=7&uid=83ec6422-b6e4-4e83-9ca3- ca746a5971a0 22 Staff Presentation, April 22, 2025; https://cityofpaloalto.primegov.com/Portal/viewer?id=0&type=7&uid=dae0543c-e007-4fc1-9a69- fd08b156ee94 23 City Council, June 9, 2025, Agenda Item 2; SR#2503-4313, https://portal.laserfiche.com/Portal/DocView.aspx?id=182790&repo=r-704298fc&searchid=57dac2b5- 5c42-4ef0-978a-be940766f395 Item 5 Attachment B - Background on the Cubberley Project Item 5: Staff Report Pg. 10 Packet Pg. 47 of 342 Attachment B 1 2 4 6 8 education; affordability and efficient use of taxpayer dollars; and overall repairs for the facility. Lastly, staff shared with the City Council the community revised Vision Statement for the future of the Community Center. June 12, 2025 Second Cubberley Master Plan Community Meeting A vibrant, beloved, and adaptable destination that promotes learning, connections, joy, and wellbeing where all cultures and generations belong. Following this, staff provided an overview presentation to orient attendees to the three 3-D concept plans being presented. Each conceptual design includes an A, B, and C variations exploring different configurations of building placement, new construction vs renovation, green space, bike and pedestrian circulation, and parking—both above and below ground. 27. 27 Community Meeting #2 Summary, www.paloalto.gov/files/4280f185-ca1d-4965-940f-1e4fcaf6cb11/M2- Summary-Report-Final.pdf Item 5 Attachment B - Background on the Cubberley Project Item 5: Staff Report Pg. 11 Packet Pg. 48 of 342 Attachment B 1 2 4 6 8 June 19, 2025 Public Art Commission Meeting On June 19, 2025,29 City staff presented to the Public Art Commission and discussed potential opportunities to support the City’s Strategic Activation Plan for the Cubberley site, which was developed by staff in coordination with the City Council’s Cubberley Ad Hoc Committee. The plan outlined phased enhancements and activations aligned with the broader master planning process, community engagement efforts, and the anticipated November 2026 ballot initiative. As part of the discussion, Commissioners explored how the ArtLift grant program—previously identified at their January retreat as a potential tool—could be leveraged to support temporary public art installations at Cubberley and other key locations. Ideas included murals, ground art, freestanding sculptures, and performance-based activations to help generate community excitement and reinforce the role of the arts in creating vibrant, inclusive public spaces. June 24, 2025 Parks & Recreation Commission Meeting On June 24, 2025,30 City staff provided the Parks and Recreation Commission with an informational update on the Cubberley Community Center Master Plan. The presentation included a recap of the second community meeting held on June 12, where Concordia unveiled three concept designs for the site and invited community feedback. Staff also presented the results of the first community poll, released in late April, and shared a list of proposed near-term activation ideas for the Cubberley site, inviting the Commission’s input. In addition, staff sought feedback from the Commission on the three concept designs. The newly formed PRC Cubberley Ad Hoc Committee will continue to refine the activation plans in July. July 9, 2025 Planning and Transportation Commission Meeting On July 9, 2025,31 the Planning and Transportation Commission (PTC) received an update on the Cubberley Master Plan and was asked to provide input to help inform the next phase of the planning process. Staff requested feedback on several key aspects recently reviewed by the community, including arrival and parking, pedestrian circulation, building scale and space organization, greenspace layout, the balance of 29 Staff Presentation, June 19, 2025; https://cityofpaloalto.primegov.com/Portal/viewer?id=0&type=7&uid=a036e199-31cd-4d94-8214- 7fb0170e39ac 30 Staff Presentation, June 24, 2025; https://cityofpaloalto.primegov.com/Portal/viewer?id=0&type=7&uid=ac29aa36-1b3a-4403-b8b2- cc403685865d 31 Staff Presentation, June 9, 2025; https://cityofpaloalto.primegov.com/Portal/viewer?id=0&type=7&uid=49fc32cf-caa1-4dd9-97f9- 5d5d02150256 Item 5 Attachment B - Background on the Cubberley Project Item 5: Staff Report Pg. 12 Packet Pg. 49 of 342 Attachment B 1 2 4 6 8 built and open space, and how the site can be a good neighbor. Additional PTC feedback emphasized the importance of clear cost comparisons between renovation and new construction, interest in public-private funding models, and support for a future bond measure and donor engagement. Commissioners favored partial underground parking and better integration with transit and surrounding neighborhoods. There was broad interest in maintaining flexible green space for events, ensuring safe and separate bike/pedestrian circulation, and preserving multigenerational, inclusive programming. Suggestions also included clearer diagrams, more tangible use examples, and consideration of impacts from surrounding development. July 17, 2025 Architectural Review Board Meeting 35, the Architectural Review Board (ARB) received a presentation on the Cubberley Master Plan and provided early feedback to help shape the next phase of planning. The Board expressed strong support for phased development and emphasized minimizing disruption to existing tenants and programs. Members praised pedestrian and bike circulation, supported the proposed balance of buildings and green space, and encouraged improvements to vehicle access and mobility hubs. There was general support for new construction over renovation and interest in enhancing the site's identity through public art and flexible community spaces. The ARB also encouraged a welcoming design that reflects Cubberley’s civic and cultural significance while being a good neighbor to the surrounding community. September 17, 2025 Third Cubberley Master Plan Community Meeting 35 Staff Presentation, July 17, 2025; https://cityofpaloalto.primegov.com/Portal/viewer?id=0&type=7&uid=2a9a7988-768f-465b-bcf9- 68166ff9af6f Item 5 Attachment B - Background on the Cubberley Project Item 5: Staff Report Pg. 13 Packet Pg. 50 of 342 Attachment B 1 2 4 6 8 Phase 1 consists of two parts: a Recreation Wellness Center and a Performing Arts Center. Phase 1 also includes renovation of remaining buildings so the full site continues to be operational until phases 2 and 3 can be completed. Community members were invited to assess the Phase 1 concept designs for the recreation wellness and performing arts area and were asked to reflect on three key questions: 37. September 23, 2025 Parks and Recreation Commission Meeting 38, the Parks and Recreation Commission (PRC) received a presentation on the refined Cubberley Community Center Master Plan concept following the third and final community meeting held on September 17, 2025. Commissioners reviewed updates on program placement, phasing, and site circulation, and were asked 37 Community Meeting #3 Summary; www.paloalto.gov/files/assets/public/v/1/community- services/cubberley-project/2025.11.11_m3-summary.pdf 38 Staff Presentation, September 23, 2025; https://cityofpaloalto.primegov.com/viewer/preview?id=0&type=8&uid=efbb1418-4bbe-49b2-b786- 165e29017ca3 Item 5 Attachment B - Background on the Cubberley Project Item 5: Staff Report Pg. 14 Packet Pg. 51 of 342 Attachment B 1 2 4 6 8 to provide input on the same questions posed to the community: what is working well, what could be improved, and what creative ideas could enhance the campus experience. October 20, 2025 City Council Meeting 41 with an emphasis on the first phase of site development showing a combination of renovated and new building construction. The focus on the first phase recognizes that funding will likely be a limiting factor in full site redevelopment. At this meeting, staff shared objectives and themes for the second community poll to determine voter support for a bond or tax measure to finance the land purchase, and the extent of how much voters are willing to pay annually. Following the October 20 meeting the second poll was conducted. December 15, 2025 City Council Meeting 42, including results from the second community poll and discussed next steps. Council discussed key findings from Poll #2, which indicate broad voter support for the City acquiring the Cubberley property and willingness to invest in limited funding focused on basic repairs, safety upgrades, and accessibility improvements. Results showed relatively higher support for parcel tax and sales tax funding mechanisms, with a $250 average annual parcel tax testing above 50% support and a 0.5% sales tax increase capable of supporting significantly greater capital financing, pending state authorization. 41 City Council, October 20,2025; Agenda Item #1; SR #2503-4353, https://portal.laserfiche.com/Portal/DocView.aspx?id=231071&repo=r-704298fc 42 City Council, December 15, 2025; Agenda Item #3; SR #2503-4355, https://portal.laserfiche.com/Portal/DocView.aspx?id=246305&repo=r-704298fc Item 5 Attachment B - Background on the Cubberley Project Item 5: Staff Report Pg. 15 Packet Pg. 52 of 342 Attachment B 1 2 4 6 8 Council expressed alignment with staff and the Ad Hoc Committee’s recommendation to continue refining ballot measure options and to launch a third poll in January 2026 to further test potential parcel tax and sales tax scenarios. February 9, 2026 City Council Meeting 45, including results from the third community poll and progress on public-private partnerships to advance key components of the project. Staff shared that, in anticipation of possible Council consideration of a November 2026 ballot measure to fund the purchase of seven acres from PAUSD and advance all or portions of the project, three of four planned community polls have been completed. Results show both parcel tax and sales tax funding options testing at approximately 48% support—an improvement from the prior poll, though still below the thresholds required for approval (two-thirds for a parcel tax and a simple majority for a general-purpose sales tax). Despite these challenges, Councilmembers remained optimistic, noting that support levels are approaching viability, particularly for a sales tax option, and that emerging public-private partnerships could strengthen the overall funding strategy. 45 City Council, February 9, 2026; Agenda Item #11; SR#2512-5774, https://cityofpaloalto.primegov.com/viewer/preview?id=0&type=8&uid=fd6f9939-83a3-4ea7-817a- e7719c9194a4 Item 5 Attachment B - Background on the Cubberley Project Item 5: Staff Report Pg. 16 Packet Pg. 53 of 342 Attachment B 1 2 4 6 8 expressed interest in exploring partnership opportunities with the City at the Cubberley site. March 11, 2026 Planning and Transportation Commission and Architectural Review Board Special Joint Meeting 47 on the proposed Cubberley Conceptual Master Plan and the Draft Initial Study/Mitigated Negative Declaration (IS/MND) prepared under the California Environmental Quality Act (CEQA). Staff presented the City’s long-term vision to redevelop approximately 15 acres of the Cubberley campus, including the potential purchase of seven acres from the Palo Alto Unified School District (PAUSD) for $65.5 million. Staff noted that the purchase and implementation of the plan will depend on identifying funding sources, which may include a potential sales tax ballot measure in November 2026, development impact fees, grants, philanthropic contributions, and public-private partnerships. 47 Staff Presentation, March 11, 2026; https://cityofpaloalto.primegov.com/viewer/preview?id=0&type=8&uid=c9289f37-122b-455b-959c- febb294cc3c1 Item 5 Attachment B - Background on the Cubberley Project Item 5: Staff Report Pg. 17 Packet Pg. 54 of 342 Attachment B 1 2 4 6 8 and staff to evaluate as the project moves forward into future phases of planning and design. Below are the approved motions: Item 5 Attachment B - Background on the Cubberley Project Item 5: Staff Report Pg. 18 Packet Pg. 55 of 342 Attachment B 1 2 4 6 8 March 24, 2026 Parks and Recreation Commission Meeting The Parks and Recreation Commission received a presentation from staff49 on the proposed Cubberley Conceptual Master Plan and the Draft Initial Study/Mitigated Negative Declaration (IS/MND) prepared under the California Environmental Quality Act (CEQA), and results of the second and third community polls. Staff presented the City’s long-term vision to redevelop approximately 15 acres of the Cubberley campus, including the potential purchase of seven acres from the Palo Alto Unified School District (PAUSD) for $65.5 million. Staff noted that the purchase and implementation of the plan will depend on identifying funding sources, which may include a potential parcel or sales tax ballot measure in November 2026, development impact fees, grants, philanthropic contributions, and public-private partnerships. Staff requested that the commission review and consider the Draft IS/MND and provide a recommendation to the City Council regarding adoption of the Conceptual Master Plan. City Council is scheduled to consider adoption of the plan in April 2026, while staff continue advancing environmental review, partnership discussions, and funding and financing strategies. Commissioners expressed strong appreciation for the work completed to date and shared overall excitement about the vision and direction of the project. Discussion included the use of a Mitigated Negative Declaration under CEQA and the level of detail at the conceptual stage, particularly related to architectural and landscape design, including tree preservation and future planting strategies. The Commission also considered key program elements such as recreation amenities and amphitheater capacity, as well as project phasing, funding flexibility, and timelines tied to land acquisition and partnership opportunities. Commissioners also discussed construction impacts on existing operations and opportunities to support the project through grants, partnerships, and continued community engagement and activation efforts. Following discussion and public comment, Commissioner Smith made a motion to recommend the City Council adopt the Cubberley Conceptual Master Plan, it was seconded by Vice Chair Wei, and the vote passed (5–0) with 1 commissioner choosing to abstain. Staff presented the Draft Conceptual Master Plan, Mitigated Negative Declaration, and results of the fourth community poll to the City Council. Staff’s recommendation to 49 Staff Presentation, March 24, 2026; https://cityofpaloalto.primegov.com/viewer/preview?id=0&type=8&uid=247caade-d1e4-47ca-b8e1- bc3f8694739e Item 5 Attachment B - Background on the Cubberley Project Item 5: Staff Report Pg. 19 Packet Pg. 56 of 342 Attachment B 1 2 4 6 8 adopt a Resolution adopting the Mitigated Negative Declaration and the Cubberley Conceptual Master Plan was approved by Council unanimously. Staff also recommended the Council provide direction on next steps to advance the project. Following a presentation on the fourth-round polling results, the Council directed staff to pursue a ½ cent sales tax measure on the November 2026 ballot. Item 5 Attachment B - Background on the Cubberley Project Item 5: Staff Report Pg. 20 Packet Pg. 57 of 342 City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Police Meeting Date: September 28, 2026 Report #:2607-6596 TITLE Approval of the Acceptance of State of California Citizens Options for Public Safety (COPS) Funds of $211,000 and a Budget Amendment in the Supplemental Law Enforcement Services Fund for revenue and municipal police service expenses; CEQA status – not a project. RECOMMENDATION Staff recommends that the City Council: 1. Approve the acceptance of annual Citizens Options for Public Safety (COPS) funds from State of California, totaling $211,000; and 2. Amend the Fiscal Year 2027 Budget Appropriation for the Supplemental Law Enforcement Services (SLES) Fund by (requires 2/3 approval): a. Increasing the estimate for revenue from the State of California by $211,000; b. Increasing Police Department expense appropriation for Facilities and Equipment by $49,000; for Contract Services by $20,000; and for Supplies and Materials by $142,000. BACKGROUND Every year since 1997, the State of California, by statute, allocates designated funds to counties, which pass funding through to cities, through a Citizens Options for Public Safety (COPS) program. This ongoing program is apportioned by state statute, and the level of funding is relative to the population as determined by the California Department of Finance. This funding is not related to the Federal Government Department of Justice “COPS” program with the same acronym. State law provides for four main conditions on the use of the funds as written in California Government Code sections 30025-30029.12 and 30051-30063: 1) Each recipient (County and onto the City) is required to deposit the revenue into a separate fund so the funds are not co-mingled with General Funds (Sec. 30063); 2) the money shall be used for front line law enforcement services or municipal police services (Sec. 30061(c)(2)); 3) transfer to other funds is allowed provided it is to facilitate the use according to the code (Sec. Item 6 Item 6 Staff Report Item 6: Staff Report Pg. 1 Packet Pg. 58 of 342 30063); and 4) the funds shall not supplant the city budget but must instead be used to enhance or expand services (Sec. 30062(a)). ANALYSIS 1. Further, the Growth Fund portion (distribution B above) was reported and funded $106,0002. Staff recommends use of this year’s expected COPS funds in the following manner(s) which are compliant with the law. All expenses below are estimated. 1 California Citizens' Option for Public Safety (COPS) Program and Multi-Agency Juvenile Justice Funds https://www.sco.ca.gov/ard_payrments_cops.html 2 California Citizens Option for Public Safety Growth Item 6 Item 6 Staff Report Item 6: Staff Report Pg. 2 Packet Pg. 59 of 342 The Traffic Division will purchase Mobile LiDAR speed detection devices—commonly known as radar guns—to replace aging equipment that is no longer reliable or serviceable. These devices support traffic enforcement and roadway-safety efforts. POLICY IMPLICATIONS FISCAL/RESOURCE IMPACT Item 6 Item 6 Staff Report Item 6: Staff Report Pg. 3 Packet Pg. 60 of 342 Council’s approval is required according to State Government code referenced above. Revenues and expenses of $211,000 are recommended to be recognized in the SLES Fund. Any ongoing maintenance costs will be absorbed by the Department budget, with the exception of the Public Safety AI and Emergency Communications Platform, which will seek continued funding through budget development. Otherwise, the activities will stop when the SLES funds are spent in full. STAKEHOLDER ENGAGEMENT ENVIRONMENTAL REVIEW APPROVED BY: Item 6 Item 6 Staff Report Item 6: Staff Report Pg. 4 Packet Pg. 61 of 342 City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Community Services Meeting Date: September 28, 2026 Report #:2609-6757 TITLE Approval of a Term Sheet with Friends of the Recreation Wellness Center to Advance a Public- Private Partnership for a New Recreation Wellness Center at the Cubberley Site; CEQA status – Mitigated Negative Declaration Approved on May 19, 2026. RECOMMENDATION Staff recommend the City Council approve and authorize the City Manager to execute a Term Sheet (Attachment A) with the Friends of the Recreation Wellness Center to advance a public- private partnership for a new Recreation Wellness Center at the Cubberley site. EXECUTIVE SUMMARY City staff and the Cubberley Ad Hoc committee are coordinating with community partners to advance certain elements of the Cubberley project using a public-private partnership model. A Letter of Intent with the Friends of the Recreation Wellness Center was approved by the City Council in December 2024 to demonstrate the City’s commitment to provide the land for a new Recreation Wellness Center and the Friends’ commitment to raise donor funds for its construction. Staff is recommending that the City Council approve a Term Sheet (Attachment A) with the Friends to further advance this commitment at the Cubberley site. BACKGROUND The City is advancing a plan to redevelop a 15-acre portion of Cubberley, guided by the Cubberley Conceptual Master Plan and associated CEQA environmental document adopted by the City Council on May 18, 20261. The City and the Palo Alto Unified School District (PAUSD) have a memorandum of understanding that would enable the City to purchase seven acres to support a reimagined community center and fund school improvements. The City currently owns eight acres at Cubberley; acquiring an additional seven acres would create an opportunity 1 City Council, May 18, 2026; Agenda Item #13; SR #2512-5750, https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=88082&dbid=0&repo=PaloAlto Item 7 Item 7 Staff Report Item 7: Staff Report Pg. 1 Packet Pg. 62 of 342 to update the aging facility for the benefit of the community. Funding the land purchase and site improvements could be possible through a combination of funding sources including a ballot measure, nonprofit partnerships, philanthropy, grants, and fees from new development. 3, the City Council voted to place a ½ cent (0.50%) Sales Tax (Transactions and Use Tax) measure on the November 3, 2026 ballot. A simple majority (50% plus 1) vote is required to pass. The Council also adopted advisory spending guidelines for proceeds of the Transactions and Use Tax. Resolution No. 102964 states the Council plans to allocate the proceeds to purchase the seven acres and implement part of the first phase of the Cubberley Conceptual Master Plan to modernize aging buildings, expand the amount of green space, and invest in spaces that provide recreation and culture. The City plans to leverage other funding sources, including investments from community partnerships and fees from new development along with this new revenue to advance the project. It is likely that the City will issue certificates of participation (COPs) or similar financing mechanisms to advance funds for land acquisition and to enable construction to proceed within the first few years after passage of the measure. 5 and with TheatreWorks Silicon Valley for a performing arts complex, February 9, 20266. Additionally, Staff will be recommending that Council approve Letters of Intent with Avenidas, HeartFit for Life, and Palo Alto Community Child Care in October. These LOIs are intended to demonstrate the City’s commitment to advance certain elements of the Cubberley project through partnering with organizations that provide a community benefit and share in project costs. Additional agreements will be necessary to establish the City’s and partners’ commitments as plans develop. 3 City Council, June 8, 2026; Agenda Item #14; SR #2603-6081, https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=887096&dbid=0&repo=PaloAlto 4 City Council Resolution No. 10296, https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=887259&dbid=0&repo=PaloAlto 5City Council, December 2, 2024; Agenda Item #18; SR #2410-3634, https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=83117&dbid=0&repo=PaloAlto 6City Council, February 9, 2026; Agenda Item #11; SR #2512-5774, https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=85859&dbid=0&repo=PaloAlto Item 7 Item 7 Staff Report Item 7: Staff Report Pg. 2 Packet Pg. 63 of 342 ANALYSIS A Letter of Intent with the Friends of the Recreation Wellness Center (Friends) was approved by the City Council on December 2, 2024 to demonstrate the City’s commitment to provide the land for a new Recreation Wellness Center and the Friends’ commitment to raise donor funds for its construction. The Recreation Wellness Center was incorporated into the Cubberley Conceptual Master Plan adopted by the City Council in May 202611. The Recreation Wellness Center would be located on the portion of Cubberley owned by the City and would consist of indoor recreation and wellness program space for community use. The Term Sheet (Attachment A) builds upon the LOI previously approved by Council, identifies Cubberley as the location for the Recreation Wellness Center, and details further terms necessary to engage donors and advance this element of the Cubberley project. Key terms include: The City will provide approximately one (1) acre of City-owned land at the Cubberley site for a Recreation Wellness Center. The Friends will fundraise 100% of the costs to design and construct the Recreation Wellness Center, which is estimated to be $40 million. If the project exceeds that amount, or if the Friends are unable to raise the funds within two years, the parties shall meet to discuss next steps, including alternate funding sources. The Friends capital campaign will be conducted in a timely manner and be independent of other fundraising efforts for the Cubberley project except partnering with other health, wellness and recreational focused organizations. The Friends will engage licensed and qualified contractors and other necessary consultants in compliance with City procurement and contracting procedures, as applicable. The Friends design team will coordinate with other parties engaged in work adjacent to the Recreation Wellness Center. The City and the Friends will negotiate and execute a long-term Operating Agreement governing the use, operation, and maintenance of the Project prior to the commencement of construction. Additional agreements will be required as the project timeline progresses and could include a Mutual Cooperation and Support Agreement or similar, Option to Lease Agreement, Construction Agreement, and Services Agreement. These are examples and the actual agreement type(s) necessary will be determined by the City and the Friends and will require City Council approval. There is no fiscal impact associated with approval of this Term Sheet, as it is not a legally binding agreement. Future agreements would be brought forward to Council for review and 11 City Council, May 18, 2026; Agenda Item #13; SR# 2512-5750, https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=88082&dbid=0&repo=PaloAlto Item 7 Item 7 Staff Report Item 7: Staff Report Pg. 3 Packet Pg. 64 of 342 consideration as the project develops. Implementation of the terms described would have a significant beneficial fiscal impact for the City, enabling the development of a major new recreational asset for the community. STAKEHOLDER ENGAGEMENT ENVIRONMENTAL REVIEW ATTACHMENTS APPROVED BY: Item 7 Item 7 Staff Report Item 7: Staff Report Pg. 4 Packet Pg. 65 of 342 Non-binding Term Sheet between the City of Palo Alto (hereinafter “the City” and the Friends of the Palo Alto Recreation Wellness Center (hereinafter “the Friends” or “FPARWC”), a nonprofit 501(c)(3) charitable organization incorporated in the state of California. Item 7 Attachment A - Term Sheet with the Friends of the Recreation Wellness Center Item 7: Staff Report Pg. 5 Packet Pg. 66 of 342 4. Design and Construction Team a. The Friends will engage licensed and qualified contractors and other necessary consultants in compliance with City procurement and contracting procedures, as applicable. b. The Friends design team will coordinate with other parties engaged in work adjacent to the Recreation Wellness Center. c. The Friends will engage Vance Brown Builders to manage construction of the Project, subject to City oversight, with the scope and manner of such to be negotiated and documented by both parties. d. A Construction Liaison Team will be established to facilitate efficient communication between the parties throughout project design and construction. 5. Construction Access a. Prior to commencement of construction, the City and the Friends will negotiate and execute a construction access lease or license agreement granting the Friends site access for the duration of construction. 6. Permitting and Approvals a. The City will use its reasonable and best efforts to issue all required permits, entitlements, and approvals necessary for the Project in a timely manner so as not to cause significant project delays. b. The City will pay for all permit fees. 7. Existing Structures and Infrastructure a. The City will be responsible for and shall fund the demolition of existing buildings at the Cubberley site. b. The City will relocate City of Palo Alto utilities necessary to accommodate construction and operation of the new Recreation Wellness Center. 8. Existing Tenants a. The Friends will not be responsible for relocating tenants displaced by Project demolition and construction including any related expenses. 9. Scope of Costs a. All costs referenced in this Term Sheet include both soft and hard costs, including but not limited to: i. Design and engineering ii. Permitting and approvals iii. Construction and site work 10.Operating Agreement Item 7 Attachment A - Term Sheet with the Friends of the Recreation Wellness Center Item 7: Staff Report Pg. 6 Packet Pg. 67 of 342 a. The City and the Friends will negotiate and execute a long-term Operating Agreement governing the use, operation, and maintenance of the Project prior to the commencement of construction. 11.Non-Binding Effect a. Except as may be expressly agreed in writing, these terms are non-binding and are intended solely to guide the preparation of definitive agreements. Item 7 Attachment A - Term Sheet with the Friends of the Recreation Wellness Center Item 7: Staff Report Pg. 7 Packet Pg. 68 of 342 Attachment B 1 2 4 6 8 The Cubberley Site 1 2 3 Memorandum of Understanding with PAUSD 4 both the City Council and Palo Alto Unified School District (PAUSD or District) Board of Education approved a Memorandum of Understanding (MOU) related to the future of the Cubberley site. The MOU outlines key terms and conditions for the purchase and future planning of Cubberley. The land purchase, which would transfer ownership of seven acres from PAUSD to the City, is contingent on voter approval of a bond measure in November 2026. This condensed timeframe requires development of a master plan for the site by March 2026, conduct stakeholder and community engagement and outreach, polling, financial analysis, CEQA analysis, and other critical tasks. The addition of the seven acres, plus the eight acres already owned by the City of 1 City Council, December 2, 2024: https://portal.laserfiche.com/Portal/DocView.aspx?id=112707&repo=r- 704298fc&searchid=c3e3ed6f-6cda-4dd3-ba35-5d8d4be5579e 2 https://www.cityofpaloalto.org/files/assets/public/v/1/city-manager/communications-office/cubberley- community-center_mappdf.pdf 3 Cubberley Concept Plan 2019: https://www.pausd.org/about-us/committees-task-forces/archived- committees/cubberley-master-plan 4 City Council, October 7, 2024; Agenda Item AA1; SR #2409-3500, https://portal.laserfiche.com/Portal/DocView.aspx?id=98415&repo=r-704298fc&searchid=e199f724-22ab- 472b8ad8-ca162c4dcf8a Item 7 Attachment B - Cubberley Project Background Item 7: Staff Report Pg. 8 Packet Pg. 69 of 342 Attachment B 1 2 4 6 8 Palo Alto provides an opportunity to develop a new community center and other improvements on a combined 15 acres at the Cubberley site to provide a range of City programs, including health, wellness, and recreational opportunities for residents. Master Plan Update and Pursuit of a Local Ballot Measure 9 related to the future of the Cubberley site. These actions included approval of a contract with Concordia, LLC, and associated budget actions for development of a revised Master Plan for the Cubberley Community Center site, building on the previous master plan completed in 2019 by Concordia and guided by significant community input. Additionally, the Council approved a Letter of Intent with the Friends of the Palo Alto Recreation Wellness Center for the purpose of fundraising for a recreation wellness center (gymnasium) at the Cubberley site, and a workplan for pursuit of a November 2026 local ballot measure to fund the purchase of land and development of a new community center at the Cubberley site. 10 to continue the current use of the property, including playing fields, approval of a professional services agreement with Rincon for CEQA analysis,11 and approval of professional service agreements with Lew Edwards Group and Fairbank, Maslin, Metz & Associates12 for ballot measure strategy advisement and community polling. Cubberley Ad Hoc Committee 9 City Council, December 2, 2024; Agenda Item 18, SR #2410-3634, https://portal.laserfiche.com/Portal/DocView.aspx?id=112713&repo=r-704298fc 10 City Council, December 2, 2024; Agenda Item 12; SR #2410-3651, https://portal.laserfiche.com/Portal/DocView.aspx?id=112707&repo=r-704298fc 11 City Council, December 16, 2024; Agenda Item 12; SR #2411-3813, https://portal.laserfiche.com/Portal/DocView.aspx?id=117742&repo=r-704298fc&searchid=96e9506b- f1bd-485e-a4cb-fc804b5893d1 12 City Council, February 24, 2025; Agenda Item 4; SR #2501-4039, https://portal.laserfiche.com/Portal/DocView.aspx?id=143364&repo=r-704298fc&searchid=fef509a6- 4d34-4060-bc7a-6ab87db7a0ae Item 7 Attachment B - Cubberley Project Background Item 7: Staff Report Pg. 9 Packet Pg. 70 of 342 Attachment B 1 2 4 6 8 operating and financial models, and decisions on what should be placed on the November 2026 ballot. April 21, 2025 City Council Meeting 17 City Council meeting, staff presented outcomes from the first community meeting held on March 19, an update on the Cubberley Master Plan Project workplan and sought Council authorization to initiate the first community poll. 18 . 17 City Council, April 21, 2025; Agenda Item 11; SR #2503-4310, https://portal.laserfiche.com/Portal/DocView.aspx?id=166428&repo=r-704298fc 18 Staff Presentation, April 21, 2025; https://cityofpaloalto.primegov.com/Portal/viewer?id=0&type=7&uid=71ade3d7-a57a-4195-a59b- c410d90832ea Item 7 Attachment B - Cubberley Project Background Item 7: Staff Report Pg. 10 Packet Pg. 71 of 342 Attachment B 1 2 4 6 8 Theater/Performance Space, Greenspace, Makerspace, and Senior/Multigenerational Programs. 21. The poll themes and questions were developed with input from the Cubberley Ad Hoc Committee and will inform critical upcoming milestones in the project. The Council did not take an action but supported proceeding with the poll. April 22,2025 Parks & Recreation Commission Meeting 22 staff presented an informational update to the Parks and Recreation Commission, offering a comprehensive overview of the project's overall workplan and timeline. The presentation included a detailed summary of Community Meeting #1, highlighting key themes and priorities that emerged from the community’s feedback. Staff also introduced Poll #1, which was launched at the end of April, and encouraged Commissioners to help promote the survey to ensure broad community participation. In addition, the presentation outlined several ways the Commission can remain engaged and support the project, including serving as ambassadors within the community, helping to share information, and providing feedback. The creation of a PRC Cubberley ad-hoc committee was discussed and it was decided that this topic will be further considered during the upcoming workplan revisions scheduled for the coming months. June 9, 2025 City Council Meeting 23 staff presented to City Council the results of the first community poll, community engagement milestones coming up and updates to the workplan. The focus of the first poll was to survey voter input on the goals and future of the community center and possible support for a tax or bond measure. Staff also shared community engagement. Overall, the poll found broad majority support for improvement at the Cubberley site. Surveyed voters place highest priority on bringing the facility up to modern standards for electrical, plumbing, safety, and accessibility early childhood 21 FM3 Presentation, April 21, 2025; https://cityofpaloalto.primegov.com/Portal/viewer?id=0&type=7&uid=83ec6422-b6e4-4e83-9ca3- ca746a5971a0 22 Staff Presentation, April 22, 2025; https://cityofpaloalto.primegov.com/Portal/viewer?id=0&type=7&uid=dae0543c-e007-4fc1-9a69- fd08b156ee94 23 City Council, June 9, 2025, Agenda Item 2; SR#2503-4313, https://portal.laserfiche.com/Portal/DocView.aspx?id=182790&repo=r-704298fc&searchid=57dac2b5- 5c42-4ef0-978a-be940766f395 Item 7 Attachment B - Cubberley Project Background Item 7: Staff Report Pg. 11 Packet Pg. 72 of 342 Attachment B 1 2 4 6 8 education; affordability and efficient use of taxpayer dollars; and overall repairs for the facility. Lastly, staff shared with the City Council the community revised Vision Statement for the future of the Community Center. June 12, 2025 Second Cubberley Master Plan Community Meeting A vibrant, beloved, and adaptable destination that promotes learning, connections, joy, and wellbeing where all cultures and generations belong. Following this, staff provided an overview presentation to orient attendees to the three 3-D concept plans being presented. Each conceptual design includes an A, B, and C variations exploring different configurations of building placement, new construction vs renovation, green space, bike and pedestrian circulation, and parking—both above and below ground. 27. 27 Community Meeting #2 Summary, www.paloalto.gov/files/4280f185-ca1d-4965-940f-1e4fcaf6cb11/M2- Summary-Report-Final.pdf Item 7 Attachment B - Cubberley Project Background Item 7: Staff Report Pg. 12 Packet Pg. 73 of 342 Attachment B 1 2 4 6 8 June 19, 2025 Public Art Commission Meeting On June 19, 2025,29 City staff presented to the Public Art Commission and discussed potential opportunities to support the City’s Strategic Activation Plan for the Cubberley site, which was developed by staff in coordination with the City Council’s Cubberley Ad Hoc Committee. The plan outlined phased enhancements and activations aligned with the broader master planning process, community engagement efforts, and the anticipated November 2026 ballot initiative. As part of the discussion, Commissioners explored how the ArtLift grant program—previously identified at their January retreat as a potential tool—could be leveraged to support temporary public art installations at Cubberley and other key locations. Ideas included murals, ground art, freestanding sculptures, and performance-based activations to help generate community excitement and reinforce the role of the arts in creating vibrant, inclusive public spaces. June 24, 2025 Parks & Recreation Commission Meeting On June 24, 2025,30 City staff provided the Parks and Recreation Commission with an informational update on the Cubberley Community Center Master Plan. The presentation included a recap of the second community meeting held on June 12, where Concordia unveiled three concept designs for the site and invited community feedback. Staff also presented the results of the first community poll, released in late April, and shared a list of proposed near-term activation ideas for the Cubberley site, inviting the Commission’s input. In addition, staff sought feedback from the Commission on the three concept designs. The newly formed PRC Cubberley Ad Hoc Committee will continue to refine the activation plans in July. July 9, 2025 Planning and Transportation Commission Meeting On July 9, 2025,31 the Planning and Transportation Commission (PTC) received an update on the Cubberley Master Plan and was asked to provide input to help inform the next phase of the planning process. Staff requested feedback on several key aspects recently reviewed by the community, including arrival and parking, pedestrian circulation, building scale and space organization, greenspace layout, the balance of 29 Staff Presentation, June 19, 2025; https://cityofpaloalto.primegov.com/Portal/viewer?id=0&type=7&uid=a036e199-31cd-4d94-8214- 7fb0170e39ac 30 Staff Presentation, June 24, 2025; https://cityofpaloalto.primegov.com/Portal/viewer?id=0&type=7&uid=ac29aa36-1b3a-4403-b8b2- cc403685865d 31 Staff Presentation, June 9, 2025; https://cityofpaloalto.primegov.com/Portal/viewer?id=0&type=7&uid=49fc32cf-caa1-4dd9-97f9- 5d5d02150256 Item 7 Attachment B - Cubberley Project Background Item 7: Staff Report Pg. 13 Packet Pg. 74 of 342 Attachment B 1 2 4 6 8 built and open space, and how the site can be a good neighbor. Additional PTC feedback emphasized the importance of clear cost comparisons between renovation and new construction, interest in public-private funding models, and support for a future bond measure and donor engagement. Commissioners favored partial underground parking and better integration with transit and surrounding neighborhoods. There was broad interest in maintaining flexible green space for events, ensuring safe and separate bike/pedestrian circulation, and preserving multigenerational, inclusive programming. Suggestions also included clearer diagrams, more tangible use examples, and consideration of impacts from surrounding development. July 17, 2025 Architectural Review Board Meeting 35, the Architectural Review Board (ARB) received a presentation on the Cubberley Master Plan and provided early feedback to help shape the next phase of planning. The Board expressed strong support for phased development and emphasized minimizing disruption to existing tenants and programs. Members praised pedestrian and bike circulation, supported the proposed balance of buildings and green space, and encouraged improvements to vehicle access and mobility hubs. There was general support for new construction over renovation and interest in enhancing the site's identity through public art and flexible community spaces. The ARB also encouraged a welcoming design that reflects Cubberley’s civic and cultural significance while being a good neighbor to the surrounding community. September 17, 2025 Third Cubberley Master Plan Community Meeting 35 Staff Presentation, July 17, 2025; https://cityofpaloalto.primegov.com/Portal/viewer?id=0&type=7&uid=2a9a7988-768f-465b-bcf9- 68166ff9af6f Item 7 Attachment B - Cubberley Project Background Item 7: Staff Report Pg. 14 Packet Pg. 75 of 342 Attachment B 1 2 4 6 8 Phase 1 consists of two parts: a Recreation Wellness Center and a Performing Arts Center. Phase 1 also includes renovation of remaining buildings so the full site continues to be operational until phases 2 and 3 can be completed. Community members were invited to assess the Phase 1 concept designs for the recreation wellness and performing arts area and were asked to reflect on three key questions: 37. September 23, 2025 Parks and Recreation Commission Meeting 38, the Parks and Recreation Commission (PRC) received a presentation on the refined Cubberley Community Center Master Plan concept following the third and final community meeting held on September 17, 2025. Commissioners reviewed updates on program placement, phasing, and site circulation, and were asked 37 Community Meeting #3 Summary; www.paloalto.gov/files/assets/public/v/1/community- services/cubberley-project/2025.11.11_m3-summary.pdf 38 Staff Presentation, September 23, 2025; https://cityofpaloalto.primegov.com/viewer/preview?id=0&type=8&uid=efbb1418-4bbe-49b2-b786- 165e29017ca3 Item 7 Attachment B - Cubberley Project Background Item 7: Staff Report Pg. 15 Packet Pg. 76 of 342 Attachment B 1 2 4 6 8 to provide input on the same questions posed to the community: what is working well, what could be improved, and what creative ideas could enhance the campus experience. October 20, 2025 City Council Meeting 41 with an emphasis on the first phase of site development showing a combination of renovated and new building construction. The focus on the first phase recognizes that funding will likely be a limiting factor in full site redevelopment. At this meeting, staff shared objectives and themes for the second community poll to determine voter support for a bond or tax measure to finance the land purchase, and the extent of how much voters are willing to pay annually. Following the October 20 meeting the second poll was conducted. December 15, 2025 City Council Meeting 42, including results from the second community poll and discussed next steps. Council discussed key findings from Poll #2, which indicate broad voter support for the City acquiring the Cubberley property and willingness to invest in limited funding focused on basic repairs, safety upgrades, and accessibility improvements. Results showed relatively higher support for parcel tax and sales tax funding mechanisms, with a $250 average annual parcel tax testing above 50% support and a 0.5% sales tax increase capable of supporting significantly greater capital financing, pending state authorization. 41 City Council, October 20,2025; Agenda Item #1; SR #2503-4353, https://portal.laserfiche.com/Portal/DocView.aspx?id=231071&repo=r-704298fc 42 City Council, December 15, 2025; Agenda Item #3; SR #2503-4355, https://portal.laserfiche.com/Portal/DocView.aspx?id=246305&repo=r-704298fc Item 7 Attachment B - Cubberley Project Background Item 7: Staff Report Pg. 16 Packet Pg. 77 of 342 Attachment B 1 2 4 6 8 Council expressed alignment with staff and the Ad Hoc Committee’s recommendation to continue refining ballot measure options and to launch a third poll in January 2026 to further test potential parcel tax and sales tax scenarios. February 9, 2026 City Council Meeting 45, including results from the third community poll and progress on public-private partnerships to advance key components of the project. Staff shared that, in anticipation of possible Council consideration of a November 2026 ballot measure to fund the purchase of seven acres from PAUSD and advance all or portions of the project, three of four planned community polls have been completed. Results show both parcel tax and sales tax funding options testing at approximately 48% support—an improvement from the prior poll, though still below the thresholds required for approval (two-thirds for a parcel tax and a simple majority for a general-purpose sales tax). Despite these challenges, Councilmembers remained optimistic, noting that support levels are approaching viability, particularly for a sales tax option, and that emerging public-private partnerships could strengthen the overall funding strategy. 45 City Council, February 9, 2026; Agenda Item #11; SR#2512-5774, https://cityofpaloalto.primegov.com/viewer/preview?id=0&type=8&uid=fd6f9939-83a3-4ea7-817a- e7719c9194a4 Item 7 Attachment B - Cubberley Project Background Item 7: Staff Report Pg. 17 Packet Pg. 78 of 342 Attachment B 1 2 4 6 8 expressed interest in exploring partnership opportunities with the City at the Cubberley site. March 11, 2026 Planning and Transportation Commission and Architectural Review Board Special Joint Meeting 47 on the proposed Cubberley Conceptual Master Plan and the Draft Initial Study/Mitigated Negative Declaration (IS/MND) prepared under the California Environmental Quality Act (CEQA). Staff presented the City’s long-term vision to redevelop approximately 15 acres of the Cubberley campus, including the potential purchase of seven acres from the Palo Alto Unified School District (PAUSD) for $65.5 million. Staff noted that the purchase and implementation of the plan will depend on identifying funding sources, which may include a potential sales tax ballot measure in November 2026, development impact fees, grants, philanthropic contributions, and public-private partnerships. 47 Staff Presentation, March 11, 2026; https://cityofpaloalto.primegov.com/viewer/preview?id=0&type=8&uid=c9289f37-122b-455b-959c- febb294cc3c1 Item 7 Attachment B - Cubberley Project Background Item 7: Staff Report Pg. 18 Packet Pg. 79 of 342 Attachment B 1 2 4 6 8 and staff to evaluate as the project moves forward into future phases of planning and design. Below are the approved motions: Item 7 Attachment B - Cubberley Project Background Item 7: Staff Report Pg. 19 Packet Pg. 80 of 342 Attachment B 1 2 4 6 8 March 24, 2026 Parks and Recreation Commission Meeting The Parks and Recreation Commission received a presentation from staff49 on the proposed Cubberley Conceptual Master Plan and the Draft Initial Study/Mitigated Negative Declaration (IS/MND) prepared under the California Environmental Quality Act (CEQA), and results of the second and third community polls. Staff presented the City’s long-term vision to redevelop approximately 15 acres of the Cubberley campus, including the potential purchase of seven acres from the Palo Alto Unified School District (PAUSD) for $65.5 million. Staff noted that the purchase and implementation of the plan will depend on identifying funding sources, which may include a potential parcel or sales tax ballot measure in November 2026, development impact fees, grants, philanthropic contributions, and public-private partnerships. Staff requested that the commission review and consider the Draft IS/MND and provide a recommendation to the City Council regarding adoption of the Conceptual Master Plan. City Council is scheduled to consider adoption of the plan in April 2026, while staff continue advancing environmental review, partnership discussions, and funding and financing strategies. Commissioners expressed strong appreciation for the work completed to date and shared overall excitement about the vision and direction of the project. Discussion included the use of a Mitigated Negative Declaration under CEQA and the level of detail at the conceptual stage, particularly related to architectural and landscape design, including tree preservation and future planting strategies. The Commission also considered key program elements such as recreation amenities and amphitheater capacity, as well as project phasing, funding flexibility, and timelines tied to land acquisition and partnership opportunities. Commissioners also discussed construction impacts on existing operations and opportunities to support the project through grants, partnerships, and continued community engagement and activation efforts. Following discussion and public comment, Commissioner Smith made a motion to recommend the City Council adopt the Cubberley Conceptual Master Plan, it was seconded by Vice Chair Wei, and the vote passed (5–0) with 1 commissioner choosing to abstain. Staff presented the Draft Conceptual Master Plan, Mitigated Negative Declaration, and results of the fourth community poll to the City Council. Staff’s recommendation to 49 Staff Presentation, March 24, 2026; https://cityofpaloalto.primegov.com/viewer/preview?id=0&type=8&uid=247caade-d1e4-47ca-b8e1- bc3f8694739e Item 7 Attachment B - Cubberley Project Background Item 7: Staff Report Pg. 20 Packet Pg. 81 of 342 Attachment B 1 2 4 6 8 adopt a Resolution adopting the Mitigated Negative Declaration and the Cubberley Conceptual Master Plan was approved by Council unanimously. Staff also recommended the Council provide direction on next steps to advance the project. Following a presentation on the fourth-round polling results, the Council directed staff to pursue a ½ cent sales tax measure on the November 2026 ballot. Item 7 Attachment B - Cubberley Project Background Item 7: Staff Report Pg. 21 Packet Pg. 82 of 342 CITY COUNCIL Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Planning and Development Services Meeting Date: September 28, 2026 Report #: 2607-6591 TITLE Approval of a Professional Services and SaaS Agreement C27195677 with TruePoint Solutions, LLC DBA GovPath for an Amount Not-to-Exceed $3,486,301 for the Licensing, Maintenance, and Support of the City’s Building Permitting System on the Accela Platform for a Period of Five Years; CEQA Status - Not a Project. RECOMMENDATION Staff recommend that the City Council approve and authorize the City Manager or designee to execute the attached professional services contract with GovPath, Contract No. C27195677, in the amount not to exceed $3,486,301 for the Licensing, Maintenance, and Support of the City’s permitting system on the Accela platform for a term of five years. This amount includes a contract contingency of $250,000 for unforeseen licensing or additional services that might develop during the contract period. EXECUTIVE SUMMARY The City's permitting system supports building, planning, and development activities used by residents, contractors, and staff. Staff recommends approval of a five-year contract with GovPath, not to exceed $3,486,301, for licensing, maintenance, and support of the City’s Accela permitting system, which includes a contingency of up to $250,000 for unforeseen needs. This recommendation follows a competitive Request for Proposal issued in October 2025, which resulted in 19 submissions and a multiphase evaluation. GovPath, proposing the Accela platform, received the highest overall score and offered the most cost effective and functionally comprehensive solution. Consolidating services for Accela and the City’s electronic plan review system under one competitively selected vendor will improve system integration, support, and continuity. GovPath’s proposal maintains competitive licensing rates, includes support for up to 200 users, and aligns with comparable regional contracts. The contract provides 1,000 annual support hours and key technical services needed to maintain and enhance the permitting ecosystem. Item 8 Item 8 Staff Report Item 8: Staff Report Pg. 1 Packet Pg. 83 of 342 Funding for Year 1 has been appropriated through the Technology Fund and Development Center technology fees, with future years subject to annual budget approval. BACKGROUND Table 1: Summary of Request for Proposal Proposal Description Permitting and Land Management Software Proposed Length of Project 5 Years Number of Vendors Notified 3,720 Number of Proposal Packages Downloaded 92 Total Days to Respond to Proposal 50 Days Pre-Proposal Meeting NA Pre-Proposal Meeting Date NA Number of Proposals Received 25 (Qualified submissions: 19) Public Link to Solicitation https://procurement.opengov.com/governments/650/pr ojects/199820/manage -term maintenance services. The evaluation included a review of a written proposal packet, cost comparison, demonstrations of the proposed permitting software, and a questions and answers session at the end of the demonstration. In April 2026, the City issued a Notice of Intent to Award to the highest scoring proposer, GovPath, who proposed the Accela permitting system along with GovPath serving as ongoing maintenance and support. -year contract from October 1, 2018, to September 30, 2023, and was amended in March 2022 to add the Accela Mobile Office and Accela Electronic Reporting Database modules.1 Another three-year 1 Contract C19173550: https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/reports/city- Item 8 Item 8 Staff Report Item 8: Staff Report Pg. 2 Packet Pg. 84 of 342 extension was approved for October 1, 2023 to September 30, 2026, with competitive solicitation planned for 2025.3 These extensions were granted under exemptions from competitive solicitation due to the City’s substantial investment in the system, making a transition to new technology impractical at the time. 4 followed by multiple amendments and a new 2017 contract that was extended through 2020.5,6 Subsequent amendments included a January 1, 2021, to December 31, 2024, agreement for $901,683,7 and the most recent amendment (C21179976), approved December 9, 2024, extending through December 31, 2026, with a total authority of $1,263,995.8 9 3 City Council, October 2, 2023; Agenda Item #7; SR# 2307-1759, https://cityofpaloalto.primegov.com/viewer/preview?id=2714&type=0 4 City Council, June 3, 2013; Agenda Item #9; SR #3775, 5 City Council, June 19, 2017, Agenda Item#4, SR# 7888, 6 City Council, December 14, 2020; Agenda Item #10; SR #11792, 7 City Council, October 2, 2023; Agenda Item #7; SR #2307-1759, https://cityofpaloalto.primegov.com/portal/viewer?id=2714&type=0 8 City Council, December 9, 2024; Agenda Item #9; SR #2410-3552, https://cityofpaloalto.primegov.com/viewer/preview?id=14085&type=3 9 City Council, December 4, 2023; Agenda Item #5; SR # 2310-2111, https://cityofpaloalto.primegov.com/viewer/preview?id=3291&type=0 Item 8 Item 8 Staff Report Item 8: Staff Report Pg. 3 Packet Pg. 85 of 342 ANALYSIS In the second and final phase of vendor evaluation, GovPath received the highest overall score. The evaluation also highlighted the significant costs associated with implementing a new permitting system. The implementation cost is the cost to migrate from the City’s current system to a new permitting software; Accela’s implementation cost is $0 because it is the current permitting software of Palo Alto. The financial costs also do not account for the change management of staff and City staff implementation resources needed to support such a transition. Compared to the recommended contract, the next top three proposals had higher costs. Implementation costs ranged from nearly $600,000 to nearly $2 million. Annual licensing costs were mostly higher, with one proposal coming in at $400,000 and the others between $500,000-$800,000 per year. Annual licensing costs from alternative vendors for 200 users were comparable to or higher than GovPath’s Accela proposal which is recommended to start at $437,000 in year one. Cost was not the only variable evaluated. Other proposals lacked critical reporting capabilities for dashboard tracking and necessary integration with the City’s existing electronic plan review software, DigEplan. Alternative vendors had limited experience with U.S. jurisdictions or had only recently entered the land-use permitting market. One vendor worked with only one public agency since 2019, another has only worked with foreign jurisdictions, while the next highest- scoring vendor is gaining traction with local jurisdictions but has only recently been implemented in the past two years. Recommended Contract with GovPath GovPath’s proposed Accela licensing cost aligns with previous contract rates for 2026 and 2027, with a 4% annual increase thereafter. The average cost per user over the five-year term is approximately $2,134 for up to 200 users, reflecting an increase from the previous 185-user contracts. This contract keeps our annual licensing cost below the regional average. Neighboring jurisdictions with recently renewed and active Accela contracts, average user cost ranges from $2,190 to $3,089.17 The contract also includes the Enhanced Reporting Database used to support custom Power BI dashboards. This feature will be billed at 10 percent of licensing costs; lower than the 13 percent and 14 percent rates paid by comparable jurisdictions that use this feature. The following services will be provided, and modules supported through this contract: Modules: Building, Planning, Code Enforcement, Fire, Public Works, Utilities, Inspections Features: Accela Citizen Access (Public-Facing), GovXML, Hosting, Accela Mobile, Accela GIS, Enhanced Reporting Database Services: Support and maintenance 17 Comparable agencies included: City of Walnut Creek, Santa Clara, Cupertino, Menlo Park. Item 8 Item 8 Staff Report Item 8: Staff Report Pg. 4 Packet Pg. 86 of 342 The Department continues to monitor the changes in artificial intelligence technology for the permitting sector. Before the end of the five-year term, the City will reassess options based on the available technology and proceed with a contract amendment or commence a new request for proposals. Contract support hours and contingency for optional enhancements may be used to adapt to opportunities in this ecosystem during the term. -hour plus project- based contract. The reduction aligns with actual usage and preserves a buffer for staffing changes; no reduction in services is expected. This contract structure shifts from project-based support to a fully flexible support-hours model, allowing the City to adapt to evolving priorities. -approved budget; the City is not obligated to utilize all contracted services. For licensing needs beyond 200 users, the City will pay a per-license fee as outlined in the attached contract. FISCAL/RESOURCE IMPACT Table 2: Annual Costs Term Subscription Fees19 Support Services Total Year 1: 10/1/2026 – 9/30/2027 $436,980 $170,000 $606,980 Year 2: 10/1/2027 – 9/30/2028 $459,187 $170,000 $629,187 Year 3: 10/1/2028 – 9/30/2029 $477,459 $170,000 $647,459 Year 4: 10/1/2029 – 9/30/2030 $496,459 $170,000 $666,459 Year 5: 10/1/2030 – 9/30/2031 $516,216 $170,000 $686,216 Total $2,386,301 $850,000 $3,236,301 19 Annual subscription fees include Accela licenses, Accela Enhanced Reporting Database, and GovPath Payment Processor Integration/Adapter Item 8 Item 8 Staff Report Item 8: Staff Report Pg. 5 Packet Pg. 87 of 342 Funding for subsequent years of the contract will be subject to approval through the annual budget development process. Contingency for Additional Services This contract sets aside the not-to-exceed compensation amount of $250,000 for additional licenses or the performance of additional services. Additional services may include add-ons to the Accela software to improve user experience. Options may include, but are not limited to the following upgrades: Electronic signature integration Permitting decision tree tools Inspection management tools Document management integration STAKEHOLDER ENGAGEMENT The services were coordinated with internal stakeholders and the service provider. ENVIRONMENTAL REVIEW Council action on this item is not a project as defined by CEQA pursuant to CEQA Guidelines Section 15378(b)(2) because the purchase of software licenses is a continuing administrative or maintenance activity. ATTACHMENTS Attachment A: Contract with GovPath; C27195677 APPROVED BY: Jonathan Lait, Planning and Development Services Director Item 8 Item 8 Staff Report Item 8: Staff Report Pg. 6 Packet Pg. 88 of 342 Professional Services Rev. Oct 16,2024 Page 1 of 36 CITY OF PALO ALTO CONTRACT NO. C27195677 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF PALO ALTO AND TRUEPOINT SOLUTIONS, LLC, dba GOVPATH This Agreement for Professional Services (this “Agreement”) is entered into as of the 28th day of September, 2026 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and TRUEPOINT SOLUTIONS, LLC. dba GOVPATH located at 950 East State Highway 114, Suite 105, Southlake TX, 76092 (“CONSULTANT”). The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference: RECITALS A.CITY intends to provide the City, its contractors, and its citizens with the ability to apply for and check the status of permits. (the “Project”) and desires to engage a consultant to provide the CITY with access to and use of the online-hosted Accela software-as-a-service platform, as well as GovPath Support Services. in connection with the Project (the “Services”, as detailed more fully in Exhibit A). B.CONSULTANT represents that it, its employees and subconsultants, if any, possess the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C.CITY, in reliance on these representations, desires to engage CONSULTANT to provide the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree as follows: SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit A in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. Optional On-Call Provision (This provision only applies if checked and only applies to on-call agreements.) CITY may elect to, but is not required to, authorize on-call Services up to the maximum compensation amount set forth in Section 4 (Not to Exceed Compensation). CONSULTANT shall provide on-call Services only by advanced, written authorization from CITY as detailed in this Section. On-call Services, if any, shall be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager, Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED Item 8 Attachment A - Contract with GovPath; C27195677 Item 8: Staff Report Pg. 7 Packet Pg. 89 of 342 Professional Services Rev. Oct 16,2024 Page 2 of 36 as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1 entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for on-call Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum. To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation due to CONSULTANT for all Task Orders issued under this Agreement shall not exceed the amount of compensation set forth in Section 4. CONSULTANT shall only be compensated for on-call Services performed under an authorized Task Order and only up to the maximum compensation amount set forth in Section 4. Performance of and payment for any on-call Services are subject to all requirements and restrictions in this Agreement. SECTION 2. TERM. The term of this Agreement shall be from the effective date of this agreement through September 30, 2031 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Three Million, Two Hundred Thirty Six Thousand, Three Hundred and One Dollars, and Twelve Cents ($3,236,301.12). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY. Optional Additional Services Provision (This provision applies only if checked and a not-to-exceed compensation amount for Additional Services is allocated below under this Section 4.) In addition to the not-to-exceed compensation specified above, CITY has set aside the not- to-exceed compensation amount of Two Hundred Fifty Thousand Dollars ($250,000) for the performance of Additional Services (as defined below). The total compensation for Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED Item 8 Attachment A - Contract with GovPath; C27195677 Item 8: Staff Report Pg. 8 Packet Pg. 90 of 342 Professional Services Rev. Oct 16,2024 Page 3 of 36 performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C, shall not exceed Three Million Four Hundred Eighty Six Thousand Three Hundred One Dollars and Twelve Cents ($3,486,301.12), as detailed in Exhibit C. “Additional Services” means any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit A. CITY may elect to, but is not required to, authorize Additional Services up to the maximum amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section. Additional Services, if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1, entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum. To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall only be compensated for Additional Services performed under an authorized Task Order and only up to the maximum amount of compensation set forth for Additional Services in this Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the Services performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it, its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED Item 8 Attachment A - Contract with GovPath; C27195677 Item 8: Staff Report Pg. 9 Packet Pg. 91 of 342 Professional Services Rev. Oct 16,2024 Page 4 of 36 under this Agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement, as amended from time to time. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more, CONSULTANT shall make recommendations to CITY for aligning the Project design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which CONSULTANT performs the Services requested by CITY under this Agreement. CONSULTANT and any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT will be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities related to CONSULTANT’s performance of the Services, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT’s provision of the Services only, and not as to the means by which such a result is obtained. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written approval of the City Manager. Any purported assignment made without the prior written approval of the City Manager will be void and without effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED Item 8 Attachment A - Contract with GovPath; C27195677 Item 8: Staff Report Pg. 10 Packet Pg. 92 of 342 Professional Services Rev. Oct 16,2024 Page 5 of 36 will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the parties. SECTION 12. SUBCONTRACTING. Subcontracts Authorized: Notwithstanding Section 11 (Assignment) above, CITY agrees that subcontractors may be used to complete the Services. The subcontractors authorized by CITY to perform work on this Project are: Accela, Inc. CONSULTANT shall be responsible for directing the work of any subcontractors and for any compensation due to subcontractors. CITY assumes no responsibility whatsoever concerning compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts and omissions of subcontractors. CONSULTANT shall change or add subcontractors only with the prior written approval of the City Manager or designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Michele Niccore as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day-to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s Project Manager. CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property. CITY’s Project Manager is Jessica Setiawan, Planning & Development Services Department, 250 Hamilton Ave. Palo Alto, CA, 94301, Telephone: (650) 329-2249. CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. All work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services. SECTION 15. AUDITS. CONSULTANT agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, CONSULTANT’s records pertaining to matters covered by this Agreement, including without limitation records demonstrating compliance with the Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED Item 8 Attachment A - Contract with GovPath; C27195677 Item 8: Staff Report Pg. 11 Packet Pg. 93 of 342 Professional Services Rev. Oct 16,2024 Page 6 of 36 requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, each party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other party, including its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by the Indemnifying Party, its officers, employees, agents or contractors under this Agreement (each an “Indemnifying Party”), 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 the Indemnifying Party to indemnify an Indemnified Party from a Claim arising from the active negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, the Indemnifying Party, its officers, employees, agents or contractors under this Agreement. 16.3. The acceptance of each party’s Services and duties by the other party shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 29.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED Item 8 Attachment A - Contract with GovPath; C27195677 Item 8: Staff Report Pg. 12 Packet Pg. 94 of 342 Professional Services Rev. Oct 16,2024 Page 7 of 36 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided under this Agreement or at law, the City Manager may terminate this Agreement sooner upon written notice of termination. Upon receipt of any notice of suspension or termination, CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination. 19.2. In event of suspension or termination, CONSULTANT will deliver to the City Manager on or before the effective date in the notice of suspension or termination, any and all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed, prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such work product is the property of CITY, as detailed in Section 14 (Ownership of Materials). 19.3. In event of suspension or termination, CONSULTANT will be paid for the Services rendered and work products delivered to CITY in accordance with the Scope of Services up to the effective date in the notice of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s Services provided in material conformity with this Agreement as such determination is made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25, 27, 28, 29 and 30. 19.4. No payment, partial payment, acceptance, or partial acceptance by CITY Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED Item 8 Attachment A - Contract with GovPath; C27195677 Item 8: Staff Report Pg. 13 Packet Pg. 95 of 342 Professional Services Rev. Oct 16,2024 Page 8 of 36 will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made in accordance with Section 17 (Waivers). SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the Project Manager at the address of CONSULTANT recited on the first page of this Agreement. CONSULTANT shall provide written notice to CITY of any change of address. SECTION 21. CONFLICT OF INTEREST. 21.1. In executing this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subcontractors or other persons or parties having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California, as amended from time to time. CONSULTANT agrees to notify CITY if any conflict arises. 21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by the Regulations of the Fair Political Practices Commission, CONSULTANT will file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time. SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA. 22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED Item 8 Attachment A - Contract with GovPath; C27195677 Item 8: Staff Report Pg. 14 Packet Pg. 96 of 342 Professional Services Rev. Oct 16,2024 Page 9 of 36 penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. 22.2. CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor or subcontractor, are required to be accessible to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a manner that complies with the ADA and any other applicable federal, state and local disability rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate against persons with disabilities in the provision of services, benefits or activities provided under this Agreement. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include, first, minimizing and reducing waste; second, reusing waste; and, third, recycling or composting waste. In particular, CONSULTANT shall comply with the following Zero Waste requirements: (a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable-based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060. SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED Item 8 Attachment A - Contract with GovPath; C27195677 Item 8: Staff Report Pg. 15 Packet Pg. 97 of 342 Professional Services Rev. Oct 16,2024 Page 10 of 36 year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS. 26.1. This Project is not subject to prevailing wages and related requirements. CONSULTANT is not required to pay prevailing wages and meet related requirements under the California Labor Code and California Code of Regulations in the performance and implementation of the Project if the contract: (1)is not a public works contract; (2)is for a public works construction project of $25,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or (3)is for a public works alteration, demolition, repair, or maintenance project of $15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j). SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For purposes of this Section 27, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. (Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code Section 9204, for Public Works Projects, certain claims procedures shall apply, as set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”. This Project is not a 9204 Public Works Project. SECTION 28. CONFIDENTIAL INFORMATION. 28.1. In the performance of this Agreement, CONSULTANT may have access to CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of its obligations to CITY under this Agreement and for no other purpose. CONSULTANT will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform CONSULTANT’s obligations to CITY under this Agreement and for no other purpose, provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement. 28.2. “Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil Code Section 1798 et seq., as amended from time to time) and materials, in any form or media, tangible or Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED Item 8 Attachment A - Contract with GovPath; C27195677 Item 8: Staff Report Pg. 16 Packet Pg. 98 of 342 Professional Services Rev. Oct 16,2024 Page 11 of 36 intangible, provided or otherwise made available to CONSULTANT by CITY, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a breach of this Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of CONSULTANT without any use of or access to the Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an authorized representative of CITY. 28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that CONSULTANT will notify CITY in writing of such order immediately upon receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing so), to give CITY an opportunity to oppose or otherwise respond to such order. 28.4. CONSULTANT will notify City promptly upon learning of any breach in the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or control, and if such Confidential Information consists of Personal Information, CONSULTANT will provide information to CITY sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time. 28.5. Prior to or upon termination or expiration of this Agreement, CONSULTANT will honor any request from the CITY to return or securely destroy all copies of Confidential Information. All Confidential Information is and will remain the property of the CITY and nothing contained in this Agreement grants or confers any rights to such Confidential Information on CONSULTANT. 28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions. SECTION 29. MISCELLANEOUS PROVISIONS. 29.1. This Agreement will be governed by California law, without regard to its conflict of law provisions. 29.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 29.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 29.4. This Agreement, including all exhibits, constitutes the entire and integrated Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED Item 8 Attachment A - Contract with GovPath; C27195677 Item 8: Staff Report Pg. 17 Packet Pg. 99 of 342 Professional Services Rev. Oct 16,2024 Page 12 of 36 agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations, statements and undertakings, either oral or written. This Agreement may be amended only by a written instrument, which is signed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code, as amended from time to time. 29.5. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in full force and effect. 29.6. In the event of a conflict between the terms of this Agreement and the exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if any), the exhibits shall control. 29.7. The provisions of all checked boxes in this Agreement shall apply to this Agreement; the provisions of any unchecked boxes shall not apply to this Agreement. 29.8. All section headings contained in this Agreement are for convenience and reference only and are not intended to define or limit the scope of any provision of this Agreement. 29.9. This Agreement may be signed in multiple counterparts, which, when executed by the authorized representatives of the parties, shall together constitute a single binding agreement. SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is selected below, is hereby attached and incorporated into this Agreement by reference as though fully set forth herein: EXHIBIT A: SCOPE OF SERVICES EXHIBIT A-1: PROFESSIONAL SERVICES TASK ORDER EXHIBIT B: SCHEDULE OF PERFORMANCE EXHIBIT C: COMPENSATION EXHIBIT C-1: SCHEDULE OF RATES EXHIBIT D: INSURANCE REQUIREMENTS EXHIBIT G: INFORMATION PRIVACY POLICY EXHIBIT H: CYBERSECURITY TERMS AND CONDITIONS EXHIBIT I: TRUEPOINT SOLUTIONS LLC, DBA GOVPATH Hosted Services Terms THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED. Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED Item 8 Attachment A - Contract with GovPath; C27195677 Item 8: Staff Report Pg. 18 Packet Pg. 100 of 342 Professional Services Rev. Oct 16,2024 Page 13 of 36 CONTRACT No. C27195677 SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement as of the date first above written. CITY OF PALO ALTO ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or designee TRUEPOINT SOLUTIONS, LLC. dba GOVPATH Officer 1 By: ________________________________ Name: Bret Auburn Title: CEO Officer 2 By: ________________________________ Name: Brian Weber Title: Chief Revenue Officer Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED Item 8 Attachment A - Contract with GovPath; C27195677 Item 8: Staff Report Pg. 19 Packet Pg. 101 of 342 Professional Services Rev. Oct 16,2024 Page 14 of 36 EXHIBIT A SCOPE OF SERVICES CONSULTANT (‘GovPath ’) will provide the CITY with access to and use of the online-hosted Accela software-as-a-service platform, as well as Accela Support Services. GovPath will supply the subscription service as a partner of Accela Inc. and implementation consultant. A dedicated GovPath project manager is appointed by GovPath as the liaison to work with City staff to further enhance their knowledge and utilization of the Accela product, provide training, develop reports, and modify the Accela Platform to improve efficiency and operations. Functional Specification & Deliverables Accela Software Accela Civic Platform (City side) and Accela Citizen Access (Public side) are web-based applications that allow the City, its contractors, and its citizens to apply for and check the status of permits. Accela Civic Platform contains the following modules: • Building Permitting and Inspection • Planning Entitlements • Code Enforcement • Fire Permitting and Inspection • Public Works Permitting and Inspection • Business License • Utilities Permitting • Service Request Solutions • Miscellaneous Services • Pre-Applications Services: • Accela Citizen Access (Public side) • Enhanced Reporting Database (ERDB) Accela Support Services The CONSULTANT shall appoint a dedicated project manager to work closely with designated City staff to identify the best approach to maintaining and updating the Accela software. The CONSULTANT will provide the following services: • Day-to-day mentoring and guidance • Configuration changes and enhancements • Create and modify reports and queries • Create and modify modules, workflows, and record types • Introduce new features and functionality as it becomes available using the most up to date software • Provide expert support to the operational needs of the City’s end users with all of the City’s Accela products Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED Item 8 Attachment A - Contract with GovPath; C27195677 Item 8: Staff Report Pg. 20 Packet Pg. 102 of 342 Professional Services Rev. Oct 16,2024 Page 15 of 36 • Support implementation and provide training on all Accela modules, Accela Automation, Apps, and Electronic Document Review software • Establish a process for the testing and implementation of all changes and enhancements prior to formal rollout • Other services not listed above that support the City’s Accela products CONSULTANT shall provide the following, but not limited to: • Support via phone, MS Teams, other remote alternatives and onsite, if needed. • A monthly progress report that addresses services provided and reports created in support of the City’s effort to launch most current version of Accela and create management reports. • An approximation of the number of hours it will take to create a report or other project-based efforts and attempt to stay within that estimate prior to implementation. • Response to inquiries within 24 hours. Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED Item 8 Attachment A - Contract with GovPath; C27195677 Item 8: Staff Report Pg. 21 Packet Pg. 103 of 342 Professional Services Rev. Oct 16,2024 Page 16 of 36 EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER CONSULTANT shall perform the Services detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into this Task Order by this reference. CONSULTANT shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below. CONTRACT NO. OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE) 1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE): 1B. TASK ORDER NO.: 2. CONSULTANT NAME: 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $__________________ BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $_______________ 5. BUDGET CODE_______________ COST CENTER________________ COST ELEMENT______________ WBS/CIP__________ PHASE__________ 6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:_____________________________________ 7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A) MUST INCLUDE: SERVICES AND DELIVERABLES TO BE PROVIDED SCHEDULE OF PERFORMANCE MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable) REIMBURSABLE EXPENSES, if any (with “not to exceed” amount) 8. ATTACHMENTS: A: Task Order Scope of Services B (if any): _____________________________ I hereby authorize the performance of the work described in this Task Order. APPROVED: CITY OF PALO ALTO BY:____________________________________ Name __________________________________ Title___________________________________ Date ___________________________________ this Task Order and warrant that I have authority to sign on behalf of Consultant. APPROVED: COMPANY NAME: ______________________ BY:____________________________________ Name __________________________________ Title___________________________________ Date ___________________________________ Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED Item 8 Attachment A - Contract with GovPath; C27195677 Item 8: Staff Report Pg. 22 Packet Pg. 104 of 342 Professional Services Rev. Oct 16,2024 Page 17 of 36 EXHIBIT B SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the Project Managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed (“NTP”) from the CITY. Deliverables Schedule Optional Schedule of Performance Provision for On-Call or Additional Services Agreements. (This provision only applies if checked and only applies to on-call agreements per Section 1 or agreements with Additional Services per Section 4.) The schedule of performance shall be as provided in the approved Task Order, as detailed in Section 1 (Scope of Services) in the case of on-call Services, or as detailed in Section 4 in the case of Additional Services, provided in all cases that the schedule of performance shall fall within the term as provided in Section 2 (Term) of this Agreement. Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED Item 8 Attachment A - Contract with GovPath; C27195677 Item 8: Staff Report Pg. 23 Packet Pg. 105 of 342 Professional Services Rev. Oct 16,2024 Page 18 of 36 EXHIBIT C COMPENSATION CONSULTANT shall perform the tasks and categories of work as outlined in Exhibit A as budgeted below. CONSULTANT will provide all hosted services and professional services identified in Exhibit A. CITY agrees to pay and CONSULTANT agrees to accept as total compensation the following: CONSULTANT shall invoice the CITY for all fees covering the timeline and schedule below. CITY shall pay the amounts due under each invoice without deducting any taxes that may be applicable to such payments. CITY is responsible for paying any and all withholding, sales, valued added or other taxes, duties or charges applicable, other than taxes based on CONSULTANT income and taxable property. Accela Support Services Accela Support Services shall be billed on an as needed and project basis depending on the needs of the CITY. At the City’s discretion, the Project Manager may reallocate unused budget from support service hours to GovPath subscription-based enhancements or features (e.g., electronic signatures, G‑wiz). Term Rate Total Year 1: 10/1/2026 – 9/30/2027 1,000 $170.00 $170,000 Year 2: 10/1/2027 – 9/30/2028 1,000 $170.00 $170,000 Year 3: 10/1/2028 – 9/30/2029 1,000 $170.00 $170,000 Year 4: 10/1/2029 – 9/30/2030 1,000 $170.00 $170,000 Year 5: 10/1/2030 – 9/30/2031 1,000 $170.00 $170,000 Annual Subscription Fees Accela subscription fees are based on a 200 users price level. The fees below assume a 3 to 4% uplift annually. Term Accela Accela ERDB GovPath Payment Total Year 1: 10/1/2026 – 9/30/2027 $393,041.31 $39,304.13 $4,635 $436,980.44 Total $2,128,838.27 $212,883.85 $44,579 $2,386,301.12 Additional Accela licenses above 200 users will be charged accordingly per license: Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED Item 8 Attachment A - Contract with GovPath; C27195677 Item 8: Staff Report Pg. 24 Packet Pg. 106 of 342 Professional Services Rev. Oct 16,2024 Page 19 of 36 Term Cost Per Additional Accela License $1,965.21 Year 5: 10/1/2030 – 9/30/2031 $2,299.01 Total Fees Below are the total fees combining the Accela Support Services fees and Annual Subscription Fees listed above. Term Subscription Fees Support Services Total Year 1: 10/1/2026 – 9/30/2027 $436,980.44 $170,000 $606,980.44 Total $2,386,301.12 $850,000 $3,236,301.12 Additional Services This contract shall also include $250,000 for additional licensing or services which may develop during the contract term. REIMBURSABLE EXPENSES CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative support time/overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in-house printing, insurance and other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder. Reimbursable expenses, if any are specified as reimbursable under this section, will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are: NONE up to the not-to-exceed amount of: $0.00. A. Travel outside the San Francisco Bay Area, including transportation and meals, if specified as reimbursable, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses. Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED Item 8 Attachment A - Contract with GovPath; C27195677 Item 8: Staff Report Pg. 25 Packet Pg. 107 of 342 Professional Services Rev. Oct 16,2024 Page 20 of 36 B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges, if specified as reimbursable, will be reimbursed at actual cost. All requests for reimbursement of expenses, if any are specified as reimbursable under this section, shall be accompanied by appropriate backup documentation and information. Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED Item 8 Attachment A - Contract with GovPath; C27195677 Item 8: Staff Report Pg. 26 Packet Pg. 108 of 342 Professional Services Rev. Oct 16,2024 Page 21 of 36 EXHIBIT C-1 SCHEDULE OF RATES CONSULTANT’s schedule of rates is as follows: EXTRA WORK Extra work as directed and approved in advance by the CITY will be billed at CONSULTANT’s standard rate for service, which is listed as follows: Description Hourly Rate Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED Item 8 Attachment A - Contract with GovPath; C27195677 Item 8: Staff Report Pg. 27 Packet Pg. 109 of 342 Professional Services Rev. Oct 16,2024 Page 22 of 36 ATTACHMENT “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, AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS SPECIFIED HEREIN. REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS AGGREGATE YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, PRODUCTS/COMPLETED OPERATIONS AND FIRE PROPERTY DAMAGE BODILY INJURY & PROPERTY $2,000,000 $2,000,000 $2,000,000 $2,000,000 LIABILITY COVERAGE. THE POLICY SHALL AT A MINIMUM COVER PROFESSIONAL MISCONDUCT OR LACK OF REQUISITE SKILL FOR THE PERFORMANCE OF SERVICES DEFINED IN THE CONTRACT AND SHALL ALSO PROVIDE COVERAGE FOR THE FOLLOWING RISKS: (i) NETWORK SECURITY LIABILITYARISING FROM UNAUTHORIZED ACCESS TO, USE OF, OR TAMPERING WITH COMPUTERS OR COMPUTER SYSTEMS, INCLUDING HACKERS, EXTORTION, AND (ii) LIABILITY ARISING FROM INTRODUCTION OF ANY FORM OF MALICIOUS SOFTWARE INCLUDING COMPUTER VIRUSES INTO, OR OTHERWISE CAUSING DAMAGE TO THE CITY’S OR THIRD PERSON’S COMPUTER, COMPUTER SYSTEM, NETWORK, OR SIMILAR COMPUTER RELATED PROPERTY AND THE DATA, SOFTWARE AND PROGRAMS THEREON. CONTRACTOR SHALL MAINTAIN IN FORCE DURING THE FULL LIFE OF THE CONTRACT. THE POLICY SHALL PROVIDE COVERAGE FOR BREACH RESPONSE COSTS AS WELL AS REGULATORY FINES AND PENALTIES AS WELL AS CREDIT MONITORING EXPENSES WITH LIMITS SUFFICIENT TO RESPOND TO THESE OBLIGATIONS. Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED Item 8 Attachment A - Contract with GovPath; C27195677 Item 8: Staff Report Pg. 28 Packet Pg. 110 of 342 Professional Services Rev. Oct 16,2024 Page 23 of 36 YES CYBER AND PRIVACY INSURANCE. SUCH INSURANCE SHALL INCLUDE COVERAGE FOR LIABILITY ARISING FROM COVERAGE IN AN AMOUNT SUFFICIENT TO COVER THE FULL REPLACEMENT VALUE OF DAMAGE TO, ALTERATION OF, LOSS OF, THEFT, DISSEMINATION OR DESTRUCTION OF ELECTRONIC DATA AND/OR USE OF CONFIDENTIAL INFORMATION, “PROPERTY” OF THE CITY OF PALO ALTO THAT WILL BE IN THE CARE, CUSTODY, OR CONTROL OF VENDOR, INFORMATION INCLUDING BUT NOT LIMITED TO, BANK AND CREDIT CARD ACCOUNT INFORMATION OR PERSONAL INFORMATION, SUCH AS NAME, ADDRESS, SOCIAL SECURITY NUMBERS, PROTECTED HEALTH INFORMATION OR OTHER PERSONAL IDENTIFICATION INFORMATION, STORED OR TRAMSITTED IN ELECTRONIC FORM. YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED EACH PERSON EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 AND OMISSIONS, MALPRACTICE (WHEN 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 SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I.INSURANCE COVERAGE MUST INCLUDE: A.A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTRACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING EMAIL ADDRESS: Purhcasingsupport@paloalto.gov 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 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 Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED Item 8 Attachment A - Contract with GovPath; C27195677 Item 8: Staff Report Pg. 29 Packet Pg. 111 of 342 Professional Services Rev. Oct 16,2024 Page 24 of 36 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. VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING EMAIL ADDRESS: PurchasingSupport@CityofPaloAlto.org Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED Item 8 Attachment A - Contract with GovPath; C27195677 Item 8: Staff Report Pg. 30 Packet Pg. 112 of 342 Professional Services Rev. Oct 16,2024 Page 25 of 36 EXHIBIT “H” CYBERSECURITY TERMS AND CONDITIONS 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 companies, 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: (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=42103 http://www.iso.org/iso/iso_catalogue/catalogue_tc/catalogue_detail.htm?csnumber=5029 7 (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 Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED Item 8 Attachment A - Contract with GovPath; C27195677 Item 8: Staff Report Pg. 31 Packet Pg. 113 of 342 Professional Services Rev. Oct 16,2024 Page 26 of 36 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-based 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. (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, and 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 the availability of the Services. Adequately encrypt the City of Palo Alto's data, during the operational process, hosted at rest, and the backup stage at the Vendors' environment (including Vendor's contracting organization's environment). (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. Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED Item 8 Attachment A - Contract with GovPath; C27195677 Item 8: Staff Report Pg. 32 Packet Pg. 114 of 342 Professional Services Rev. Oct 16,2024 Page 27 of 36 (v)Provide Network Layer IP filtering services to allow access only from the City of Palo Alto's IP address to the Vendor environment (primarily hosted for the City of Palo Alto). (w)Offer a robust disaster recovery and business continuity (DR-BCP) solutions to the City for the systems and services the Vendor provides to the City. (x)Provide and support Single Sign-on (SSO) and Multifactor Authentication (MFA) solutions for authentication and authorization services from the "City's environment to the Vendor's environment," and Vendor's environment to the Vendor's cloud services/hosted environment." The Vendor shall allow two employees of the City to have superuser and super-admin access to the Vendor's IT environment, and a cloud-hosted IT environment belongs to the City. (y)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. (z)The Vendor must provide evidence of valid cyber liability insurance policy per the City’s EXHIBIT “D” INSURANCE REQUIREMENTS. Part B. Alternate Requirements: Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED Item 8 Attachment A - Contract with GovPath; C27195677 Item 8: Staff Report Pg. 33 Packet Pg. 115 of 342 Professional Services Rev. Oct 16,2024 Page 28 of 36 EXHIBIT I TruePoint Solutions LLC, DBA GovPath Hosted Services Terms Published: October 1, 2023 Please read these Hosted Services Terms (these “Terms”) carefully. These Terms, policies referenced in these Terms, and all Orders (as defined below) issued in hereunder (collectively, the “Agreement”) is between TruePoint Solutions DBA GovPath (“GovPath”) and the entity identified in an Order (“Customer”). The Agreement is effective as of the effective date listed in the first Order and governs Customer’s use of TruePoint’s Hosted Services (as defined below). CHANGES TO TERMS. GovPath may make modifications, deletions, and additions to these Terms or any policy referenced in these Terms (“Changes”) by amending this Exhibit pursuant to Section 29.4 of this Agreement. No terms contained in any purchase order or ordering document or other written communication from Customer or its agent will in any way modify the Agreement, any such terms being expressly disclaimed by GovPath . 1. Definitions. 1. “Content” means, in whole or part, the information, documents, software, products and services, including copies, modifications and derivatives of the foregoing, and all related Intellectual Property Rights of the foregoing. 2. “Customer Data” means any Data provided by Customer to the Hosted Services. 3. “Data” means any data, information or material as provided or made available by GovPath or Customer in connection with the Agreement. 4. “GovPath Technology” means all GovPath proprietary technology made available to Customer in providing the Hosted Services, including the software components provided for install on Customer infrastructure, if any. 5. “Hosted Services” means GovPath's software services being granted access to under the Agreement for the benefit of Customer. GovPath may perform certain aspects of the Hosted Services, such as service administration and application management support, as well as other services from locations and through use of subcontractors worldwide. 6. “Intellectual Property Rights” means patent rights, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and trade secret rights, and all other intellectual property rights and derivatives, as well as other forms of protection of a similar nature. Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED Item 8 Attachment A - Contract with GovPath; C27195677 Item 8: Staff Report Pg. 34 Packet Pg. 116 of 342 Professional Services Rev. Oct 16,2024 Page 29 of 36 7.“Personally Identifiable Information” means any data, information, or material provided by Customer's consumers, patrons, and clients, whether or not they use Hosted Services (collectively, “Customer’s Customers”) to Customer that can be used on its own or with other information to identify, contact, or locate a single person, or to identify an individual in context. 8.“Quote” or “Order” means that GovPath -issued document that specifies the GovPath Technology ordered by Customer and includes information related to pricing and duration of access to the Hosted Services. 9.“Support Level Agreement” means GovPath 's standard policy for providing Hosted Services that may be found on GovPath 's website at www.grayquarter.com. Any updated Service Level Agreement as posted may be amended from time to time in GovPath 's sole discretion in accordance with the change of terms provision listed above. 2.License Grant and Restrictions. 1. GovPath grants Customer a non-exclusive, non-transferable, worldwide right to access and use the Hosted Services and related GovPath Technology, solely for its own internal business purposes, subject to the terms and conditions of the Agreement in addition to the extent of authorizations acquired by Customer as specified in the Quote. 2.Customer agrees not to: (a) license, sublicense, sell, resell, lease, rent, transfer, assign, distribute or otherwise make available to any third party the Hosted Services or any GovPath Technology; (b) copy, distribute, modify, or make derivative works based upon the Hosted Services or any GovPath Technology; (c) reverse engineer, decompile, or attempt to obtain the source code or algorithms of any of the Hosted Services or any GovPath Technology; (d) knowingly send or store infringing, obscene, libelous or otherwise unlawful or tortious material to the Hosted Services or GovPath Technology; (e) knowingly send or store material containing viruses, worms, Trojan horses or other harmful computer code, files, or programs to or from the Hosted Services or GovPath Technology; (f) interfere with or disrupt the integrity or performance of the Hosted Services or GovPath Technology; (g) attempt to gain unauthorized access to the GovPath Technology or Hosted Services or its systems or networks; (h) make any attempt to circumvent the technological measures that control access to or use of the Hosted Services or GovPath Technology; or (i) use the Hosted Services or GovPath Technology in violation of applicable law. Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED Item 8 Attachment A - Contract with GovPath; C27195677 Item 8: Staff Report Pg. 35 Packet Pg. 117 of 342 Professional Services Rev. Oct 16,2024 Page 30 of 36 3. Unless otherwise agreed by GovPath, Customer agrees to utilize the Hosted Services and GovPath Technology only for its internal business purposes and will not act as a contracted service bureau or type of commercial application service provider that allows for third party access to the Hosted Services in exchange for a fee or profit or even on an unpaid basis. This section does not apply to functionality deliberately designed for the general public to use. 3. Customer Responsibilities. Customer is responsible for all activity occurring under Customer's use of Hosted Services and will abide by all applicable laws, treaties, and regulations in connection with its use of the Hosted Services. Customer agrees to: (a) be responsible for the use of the Hosted Services in compliance with the Agreement by all to whom Customer has given access; (b) promptly notify GovPath of any known or suspected unauthorized use of Hosted Services or any other breach of security of the Hosted Services; and (c) cooperate with GovPath 's investigation of outages, technical issues, security problems, unauthorized use of the Hosted Services, or any suspected breach of the Agreement, or any applicable law, court order, rule or regulation, (d) provide sufficient access to the applicable portions of the Accela System used by Customer so that interfacing can occur. 4. GovPath Responsibilities. GovPath agrees to provide Customer access to its Hosted Services and GovPath Technology during the term and per the terms and conditions of the Agreement. In its sole discretion, GovPath may make changes to or update the Hosted Services and/or GovPath Technology, such as infrastructure, security, technical configurations, application features, and the like, to reflect changes in, among other things laws, regulations, rules, technology, industry practices, patterns of system use and availability, and security. GovPath will make its best efforts to not materially reduce the level of performance, functionality, security, or availability of the Hosted Services during the applicable term under the Agreement. GovPath will take commercially reasonable steps, or cause such commercially reasonable steps to be taken, designed to prevent security breaches of the Hosted Services. 5. Availability and Support. Service administration and technical support for the Hosted Services will be set forth in GovPath 's Support Level Agreement. 6. Use of the Internet. Customer acknowledges and agrees that the internet, and communications over it, may not be absolutely secure and connecting to the internet provides the opportunity for unauthorized access to computer systems, networks, and all data stored therein. Data transmitted through the internet or stored on any equipment through which data is transmitted may not remain confidential and GovPath does not make any representation or warranty regarding the privacy, security, authenticity, or non-corruption or destruction of any such Data. Use of the internet is at Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED Item 8 Attachment A - Contract with GovPath; C27195677 Item 8: Staff Report Pg. 36 Packet Pg. 118 of 342 Professional Services Rev. Oct 16,2024 Page 31 of 36 Customer's own risk. This section does not limit GovPath’s duties to prevent security breaches of the Hosted Services as detailed in this Exhibit. 7. Privacy Policy, Customer Data, and Personally Identifiable Information. 1. GovPath is concerned with the security of the data it will collect while providing Hosted Services to Customer and will utilize commercially reasonable protocols to prevent unauthorized access to that information. Such protocols include policies, procedures, employee training, physical access and technical essentials relating to data access controls. In addition, GovPath uses standard security protocols to facilitate the exchange and the transmission of data. GovPath does not process data in a way that is incompatible with the purposes for which it has been collected or subsequently authorized. 2. If Customer Data is, or is reasonably believed to have been, acquired by unauthorized person(s), GovPath will use its best efforts and commercially reasonable procedures to determine the scope of the breach and to ensure or restore the integrity of the Hosted Services. In the event of a breach, if applicable law requires notification, GovPath will notify Customer of the breach no later than 48 hours after GovPath becomes aware of the breach. GovPath may delay notification if GovPath or a law enforcement agency determines that the notification will impede a criminal investigation. In such a case, notification will not be provided unless and until GovPath or the law enforcement agency determines that notification will not compromise the investigation. 3. GovPath does not own any Customer Data or Personally Identifiable Information. Customer Data is Customer's proprietary and confidential information and will not be accessed, used, or disclosed by GovPath except for the limited purpose of: (a) supporting Customer's use of the Hosted Services; (b) improve or enhance the Hosted Services and GovPath Technology; (c) monitor Customer's use of the Hosted Services; (d) enforcement of the Agreement; and (e) share with any of GovPath 's affiliates, third party service providers and subcontractors who need to know such information in order to provide the Hosted Services to Customer. Customer has sole responsibility for the accuracy, legality, reliability, and intellectual property ownership to use the Customer Data. GovPath makes no other warranty or representation regarding the security of Customer Data. Furthermore, except as to GovPath 's express obligations set forth in the Agreement, Customer is solely responsible for any damage or losses caused by unauthorized destruction, loss, interception, or alteration of Customer Data by unauthorized persons. Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED Item 8 Attachment A - Contract with GovPath; C27195677 Item 8: Staff Report Pg. 37 Packet Pg. 119 of 342 Professional Services Rev. Oct 16,2024 Page 32 of 36 4. Personally Identifiable Information is Customer’s proprietary and confidential information. Although GovPath is capable of accommodating the secure access, use, and processing of Personally Identifiable Information, no Personally Identifiable Information will be accessed, used, processed, or disclosed by GovPath in supporting Customer's use of the Hosted Services. Customer has the sole responsibility for the accuracy, legality, reliability, and protection and fortification and safety of Personally Identifiable Information of Customer's clients. GovPath makes no other warranty or representation regarding the security of Personally Identifiable Information. Furthermore, except as to GovPath 's express obligations set forth in the Agreement, Customer is solely responsible for any damage or losses caused by unauthorized destruction, loss, interception, or alteration of Personally Identifiable Information by unauthorized persons. 5. GovPath reserves the right in its unfettered discretion to modify or change its Privacy Policy to adhere to standards and custom within the industry and as may be required by law. Any posting of an updated Privacy Policy may be found on GovPath 's website (“Privacy Policy”). Any updated Service Level Agreement as posted may be amended from time to time in GovPath 's sole discretion without notice to Customer. 8. Intellectual Property Ownership. 1. GovPath , its licensors or third-party service provider, as appliable, owns all right, title, and interest, in and to the GovPath Technology, Content, and the Hosted Services, including all Intellectual Property Rights in the foregoing, and all will remain the exclusive property of GovPath or its licensors or third-party service providers. 2. This Agreement is not a sale and does not convey any rights of ownership in the GovPath Technology, Content, or Hosted Services. Customer acknowledges and agrees that any enhancements or modifications to the Hosted Services based upon Customer's requests, recommendations, or other feedback, are and will remain the exclusive property of GovPath and/or its licensors or third-part service providers. This ownership is protected not only by the laws of the State of California but also by the laws United States and applicable international laws, treaties, and conventions regarding intellectual property or proprietary rights, inclusive of trade secrets. From the date of the Agreement, Customer agrees to use reasonable means to protect the GovPath Technology, Content, and the Hosted Services from unauthorized use, reproduction, distribution, or publication. GovPath reserves all rights not specifically granted in the Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED Item 8 Attachment A - Contract with GovPath; C27195677 Item 8: Staff Report Pg. 38 Packet Pg. 120 of 342 Professional Services Rev. Oct 16,2024 Page 33 of 36 Agreement. GovPath reserves the right to improve or make changes in its offerings of the GovPath Technology, Content, and the Hosted Services at any time. 9.Fees, Billing, and Payment. 1.Fees and Payment. Customer will pay GovPath all fess specified in the Quote. All fees are payable and due as designated in the Quote; however, if the Quote is silent on the timing of payments, Customer agrees to pay all fees within thirty (30) days from the date of the invoice sent by GovPath . Unless otherwise stated in the Quote and to the extent permitted by applicable law, once due, all fees are non-cancellable and non-refundable. Customer will pay all fees and reasonable reimbursable expenses in full, without any setoff, recoupment, counterclaim, deduction, or withholding for any reason. 2.Taxes. Fees on the Quote may not include sales, use, value added or other excise tax. Customer will pay or reimburse GovPath (the latter if paid by GovPath for the benefit of Customer) for all such taxes based upon the Agreement or fees payable under the Agreement (except for taxes based upon GovPath 's gross revenues or net income), together with any interest on such taxes that is not due to GovPath 's delay. 3.Late Charges. In addition to any other remedy available to GovPath for late payments, Customer will be obligated to pay GovPath interest for fees and charges not paid within forty five (45) days after the invoice date at the compounded rate of one percent (1%) per month or the maximum allowed by law, whichever is less for each month (or partial month), calculated from the date such payment was due until the date paid. If Customer elects to discontinue the Services and does not pay the outstanding fees and charges in full within ninety (90) days of such election, Customer will continue to be charged interest until the balance is paid in full. Customer will be responsible for any costs, including attorney’s fees, incurred by GovPath in collecting any past due amounts. 4.Disputed Charges. Customer may not withhold payment of any invoice based on any dispute other than based on clear error on the face of the invoice, such as a calculation error. Payment by Customer will not preclude Customer from questioning any charges that Customer believes are improper or incorrect, within thirty (30) days after the invoice date. If Customer disputes any charge on a given invoice, Customer pay all non-disputed charges and document the disputed charges in writing to TruePoint. Customer will notify TruePoint in Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED Item 8 Attachment A - Contract with GovPath; C27195677 Item 8: Staff Report Pg. 39 Packet Pg. 121 of 342 Professional Services Rev. Oct 16,2024 Page 34 of 36 writing, no later than thirty (30) days after the invoice date, of any questions or issues relating to items billed on an invoice or all fees and charges will stand. 10. Term and Termination. 1. Term. GovPath ’s obligations to provide the GovPath Technology and Hosted Services to Customer under the Agreement will commence on the date the Hosted Services are made available for access to Customer and will continue for the period specified in the Quote unless earlier suspended or terminated in accordance with this Agreement. 2. Renewal. Customer’s access to the Hosted Services and GovPath Technology will not automatically renew at the end of the then-current term. 3. Effect of Termination. Upon any termination or expiration of the Agreement, Customer will remove all GovPath Technology that is enable within Customer infrastructure, if any. 11. Representations and Warranties. 1. By GovPath . GovPath represents and warrants that: (a) it will provide the Hosted Services in a manner consistent with general industry standards and as noted in the Support Level Agreement; (b) the Hosted Services will perform substantially in accordance with the provided documentation to Customer, if any; (c) it will use all commercially reasonable efforts to detect software viruses and other undesirable components and will promptly take all reasonable steps to remove or neutralize any such components; (d) it will use leading commercial encryption technology designed to encrypt Customer Data in its possession; and (e) to the best of GovPath 's knowledge, information, and belief, provision by GovPath and use by Customer of the Hosted Services provided under the Agreement does not infringe upon any intellectual property right of any third party. 2. By Customer. Customer represents and warrants that: (a) it will be solely responsible with regard to the quality or completeness of any Customer Data; (b) it, at its own expense, will be solely responsible for establishing, operating and maintaining Customer's connection to the internet in order to interface with the Hosted Services, including but not limited to, procuring, configuring, operating and maintaining all computer hardware and software, including communications equipment, databases, electronic systems, networks, and web browsers, and modems and access lines, necessary for such connection and interface; and (c) it Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED Item 8 Attachment A - Contract with GovPath; C27195677 Item 8: Staff Report Pg. 40 Packet Pg. 122 of 342 Professional Services Rev. Oct 16,2024 Page 35 of 36 will use reasonable best efforts to ensure compliance with the above restrictions, noted in paragraph 2, and all other paragraphs of the Agreement. 12. Indemnification. 1. Customer will indemnify, defend and hold GovPath , and each of GovPath 's affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including attorneys' fees, arising out of or in connection with: (a) a claim by a third party alleging that access to or use of the Customer Data infringes the Intellectual Property Rights or violates any rights of confidentiality of a third party; provided that, in any such case, GovPath : (i) promptly gives Customer written notice of the claim; (ii) gives Customer sole control of the defense and settlement of the claim; and (iii) provides Customer all available information and assistance; and (b) a breach of security or unauthorized use of the Hosted Services which may or may not result in unauthorized third party access to Customer Data or Personally Identifiable Information. 2. GovPath will indemnify, defend and hold Customer and Customer affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses, including attorneys' fees, arising out of or in connection with: (a) a claim by a third party alleging that the Hosted Services or any GovPath Technology directly infringes an Intellectual Property Right of a third party; provided that Customer: (i) promptly give written notice of the claim to GovPath ; (ii) give GovPath sole control of the defense and settlement of the claim; and (iii) provide GovPath all available information and assistance. 13. Disclaimer. THE REPRESENTATIONS AND WARRANTIES PROVIDED IN THE AGREEMENT ARE GOVPATH 'S COMPLETE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES. TO THE FULLEST EXTENT PERMITTED BY LAW, GOVPATH DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES AND GUARANTIES OF ANY KIND WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OF THE SUBSCRIPTION SERVICES OR GOVPATH TECHNOLOGY, AND ANY WARRANTY WITH RESPECT TO THE SECURITY OF THE SUBSCRIPTION SERVICES OR THAT CUSTOMER DATA OR PERSONALLY IDENTIFIABLE INFORMATION WILL NOT BE DESTROYED, LOST, INTERCEPTED, OR ALTERED BY UNAUTHORIZED PERSONS. GOVPATH DOES NOT WARRANT THAT THE OPERATION OR OTHER USE OF THE SUBSCRIPTION SERVICES WILL BE UNINTERRUPTED OR ERROR FREE OR WILL NOT CAUSE DAMAGE OR DISRUPTION TO CUSTOMER DATA. Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED Item 8 Attachment A - Contract with GovPath; C27195677 Item 8: Staff Report Pg. 41 Packet Pg. 123 of 342 Professional Services Rev. Oct 16,2024 Page 36 of 36 14. Limitations of Liability. 1. GOVPATH ’S LIABILITY WILL NOT EXCEED THE HIGHER OF: (1) THE INSURANCE COVERAGE REQUIRED BY THIS AGREEMENT, OR (2) TWO-TIMES THE AMOUNT ACTUALLY PAID BY CUSTOMER UNDER THE APPLICABLE ORDER IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. GOVPATH WILL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND ARISING FROM CUSTOMER'S USE OF THE SUBSCRIPTION SERVICES. THIS LIMITATION OF LIABILITY INCLUDES CUSTOMER’S AFFILIATES AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS. THIS LIMITATION DOES NOT APPLY TO GOVPATH’S DUTY TO INDEMNITY CUSTOMER AND ITS AFFILIATES UNDER SECTION 12(2.) OF THIS EXHIBIT OR FOR THE WILLFULL MISCONDUCT OF GOVPATH, ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS. 2. NOTWITHSTANDING ANYTHING IN THE AGREEMENT TO THE CONTRARY, GOVPATH WILL NOT BE LIABLE TO CUSTOMER FOR CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL GOVPATH BE LIABLE TO CUSTOMER OR ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FOR, LOST PROFITS, OR SIMILAR ECONOMIC LOSS OR FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, DIRECT, INDIRECT OR PUNATIVE DAMAGES, REGARDLESS OF THE FORM OF ACTION INCLUDING BUT NOT LIMITED TO, ACTIONS FOR BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, AND BREACH OF WARRANTY WHETHER IN CONTRACT, TORT OR OTHERWISE, IN ANY WAY ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF, OR ANY FAILURE OR DELAY IN PROVIDING THE SERVICES, HOWEVER CAUSED, EVEN IF GOVPATH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 15. Reserved. Docusign Envelope ID: C8D39374-9068-814A-81B3-3F0D05231BED Item 8 Attachment A - Contract with GovPath; C27195677 Item 8: Staff Report Pg. 42 Packet Pg. 124 of 342 City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Public Works Meeting Date: September 28, 2026 Report #:2606-6460 TITLE Approval of Professional Services Contract No. C27197334 with Cascadia Consulting Group, Inc. for a Waste Characterization Study of the City’s Municipal Solid Waste Stream in an Amount Not-to-Exceed $270,233; CEQA Status – Exempt under CEQA Guidelines Sections 15061, 15262 RECOMMENDATION Staff recommends that the City Council approve and authorize the City Manager or their designee to execute Contract No. C27197334 with Cascadia Consulting Group, Inc., to perform a Waste Characterization Study (WCS) and associated analysis of the City’s municipal solid waste stream, including recyclable, compostable, landfill and construction and demolition materials for a total not-to-exceed amount of $270,233. EXECUTIVE SUMMARY The City’s 2018 Zero Waste Plan1 established a goal of 95% waste diversion from landfills by 2030. To support this goal, a waste characterization study is needed to analyze the current composition of the City’s municipal solid waste generated by residents and businesses and collected as recyclable, compostable, landfill, and construction and demolition materials. The contract with Cascadia Consulting Group, Inc. (Cascadia) will provide the City with detailed data on the breakdown of the materials and include recommendations on materials and strategies that could further reduce landfill disposal and support progress toward the City’s diversion goal. BACKGROUND Waste characterization studies (WCS) are an essential tool used by the City and the solid waste industry to understand how residents and businesses sort their waste into various containers, including the types and amounts of waste generated. The City’s most recent WCS was completed in 20172 and provided foundational data to support the development of the 2018 Zero Waste Plan (ZW Plan)3. For example, the 2017 WCS found that two-thirds of the waste 1 City of Palo Alto Zero Waste Plan. August 2018. https://www.paloalto.gov/files/assets/public/v/1/zero- waste/zero-waste-website-files/2018-zero-waste-plan.pdf 2 City of Palo Alto, California 2017 Waste Characterization Study. January 2018. paloalto2017wcs_finalreport.pdf 3 City of Palo Alto Zero Waste Plan. August 2018. https://www.paloalto.gov/files/assets/public/v/1/zero- waste/zero-waste-website-files/2018-zero-waste-plan.pdf Item 9 Item 9 Staff Report Item 9: Staff Report Pg. 1 Packet Pg. 125 of 342 placed in Palo Alto landfill containers was recyclable or compostable. The WCS also found that most compostable waste in the landfill container was food waste. In response to these findings, initiatives were developed and implemented to expand education and encourage edible food recovery in Palo Alto. Many of the initiatives developed in the 2018 ZW Plan have since been implemented, and new data is needed to evaluate and compare the changes made and to continue moving toward the City’s diversion goal. Residential single-family garbage, recyclables, and compost Residential multifamily garbage, recyclables, and compost Commercial garbage, recyclables, and compostables Hospital garbage Loose roll-off garbage Mixed construction and demolition materials Residuals that are landfilled Characterize waste composition Sort and quantify collected materials by weight Identify recovery and diversion opportunities Evaluate variability across the community Support program evaluation Inform future program development ANALYSIS Item 9 Item 9 Staff Report Item 9: Staff Report Pg. 2 Packet Pg. 126 of 342 and recommending strategies to improve material recovery and increase landfill diversion. Due to the nature and quantity of the work, outside resources are required. The recommended consultant to carry out the WCS and meet the project's objectives is Cascadia. Table 1: Summary of Solicitation Process Proposal Description Waste Characterization Study/RFP197334 Proposed length of project 4 months Total days to respond to proposal 44 days Number of vendors notified 3977 Number of proposal packages downloaded 40 Pre-proposal meeting and date None, N/A Number of proposals received 4 Proposal price range $120,032 - $291,135 Public link to solicitation https://procurement.opengov.com/portal/palo-alto- ca/projects/251994 Table 2: Proposals Received Company Name Location (City, State)Proposal Amount Cascadia Consulting Group, Inc. Oakland, CA $291,135 SCS Engineers Pleasanton, CA $240,320 Green Group Consulting, LLC Saint Paul, MN $210,500 Nothing Wasted Consulting San Jose, CA $120,032 Time criticality. As outlined further below, the 2026 WCS will provide essential data to develop the City’s updated Zero Waste Plan, help shape the service requirements, performance standards for diversion, and establish policy priorities for the future solid waste collection and Item 9 Item 9 Staff Report Item 9: Staff Report Pg. 3 Packet Pg. 127 of 342 processing agreement. Selecting a consultant that can complete the work on schedule is a key piece in maintaining progress on the City’s broader waste reduction, contracting, and long- range planning objectives. See Table 3 for an estimated timeline of these projects. Depth of professional expertise: The City is working toward an ambitious 95% diversion goal. As diversion rates increase, identifying and capturing the remaining recoverable material becomes more complex and challenging. For that reason, it is important to retain a consultant with deep technical expertise, strong analytical capability, and demonstrated success in this specialized field. Cascadia demonstrated this need through their technical expertise and extensive experience performing similar WCSs for local agencies. onsistently compare with prior reporting to demonstrate trends, changes, and progress towards the City’s 95% diversion goal. The City intends to compare the results of the 2026 WCS with the 2017 WCS to evaluate changes in waste composition and identify progress and remaining opportunities in diversion efforts. Consistency in methodology is key to improve comparability of results, and strengthens the value of the findings for future planning and decision-making. Cascadia’s prior completion of the City’s 2017 WCS provides this additional benefit. Table 3: Future Major Refuse Fund Projects and Estimated Timeline Projects Estimated Dates WCS completed December 2026 Target RFP issuance for consultant services to assist with solicitation process to obtain a new consolidated contract for refuse services October 2026 Target RFP issuance to solicit new consolidated contract for collection, processing, and disposal services for recyclable, compostable, landfill, deconstruction, and construction and demolition materials. June 2027 Target date for finalizing new agreement June 2028 Current contract with GreenWaste for garbage processing and disposal ends June 30, 2030 Current contract with GreenWaste of Palo Alto ends June 30, 2030 New consolidated solid waste contract begins July 1, 2030 Item 9 Item 9 Staff Report Item 9: Staff Report Pg. 4 Packet Pg. 128 of 342 FISCAL/RESOURCE IMPACT Table 4: Summary of Contract Costs with Cascadia Consulting Group, Inc. Tasks Amount Project coordination and administration $9,018 Waste characterization – targeted waste audits $167,987 Prepare reports $32,470 Reimbursable expenses (if any)$51,953 Additional services (if needed for additional sampling or more analysis comparisons)$8,805 Total contract not-to-exceed amount $270,233 STAKEHOLDER ENGAGEMENT ENVIRONMENTAL REVIEW ATTACHMENTS APPROVED BY: Item 9 Item 9 Staff Report Item 9: Staff Report Pg. 5 Packet Pg. 129 of 342 Professional Services Rev. Oct 16,2024 Page 1 of 43 CITY OF PALO ALTO CONTRACT NO. C27197334 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF PALO ALTO AND CASCADIA CONSULTING GROUP, INC. This Agreement for Professional Services (this “Agreement”) is entered into as of the 14th day of September, 2026 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and CASCADIA CONSULTING GROUP, INC., a corporation, located at 1109 1st Ave, Suite 400, Seattle, WA 98101 (“CONSULTANT”). The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference: RECITALS A.CITY intends to complete a waste characterization study (the “Project”) and desires to engage a consultant to carry out a waste characterization study on the City’s solid waste stream and report on the findings of the study in connection with the Project (the “Services”, as detailed more fully in Exhibit A). B.CONSULTANT represents that it, its employees and subconsultants, if any, possess the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. C.CITY, in reliance on these representations, desires to engage CONSULTANT to provide the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree as follows: SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit A in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. Optional On-Call Provision (This provision only applies if checked and only applies to on-call agreements.) CITY may elect to, but is not required to, authorize on-call Services up to the maximum compensation amount set forth in Section 4 (Not to Exceed Compensation). CONSULTANT shall provide on-call Services only by advanced, written authorization from CITY as detailed in this Section. On-call Services, if any, shall be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1 entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 6 Packet Pg. 130 of 342 Professional Services Rev. Oct 16,2024 Page 2 of 43 Compensation for on-call Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum. To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation due to CONSULTANT for all Task Orders issued under this Agreement shall not exceed the amount of compensation set forth in Section 4. CONSULTANT shall only be compensated for on-call Services performed under an authorized Task Order and only up to the maximum compensation amount set forth in Section 4. Performance of and payment for any on-call Services are subject to all requirements and restrictions in this Agreement. SECTION 2. TERM. The term of this Agreement shall be from September 14, 2026 through August 15, 2027 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Two Hundred Sixty- One Thousand Four Hundred Twenty-Eighty Dollars ($261,428). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY. Optional Additional Services Provision (This provision applies only if checked and a not-to-exceed compensation amount for Additional Services is allocated below under this Section 4.) In addition to the not-to-exceed compensation specified above, CITY has set aside the not- to-exceed compensation amount of Eight Thousand Eight Hundred Five Dollars ($8,805) for the performance of Additional Services (as defined below). The total compensation for performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C, shall not exceed Two Hundred Seventy Thousand Two Hundred Thirty-Three Dollars ($270,233), as detailed in Exhibit C. “Additional Services” means any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 7 Packet Pg. 131 of 342 Professional Services Rev. Oct 16,2024 Page 3 of 43 described at Exhibit A. CITY may elect to, but is not required to, authorize Additional Services up to the maximum amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section. Additional Services, if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1, entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum. To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall only be compensated for Additional Services performed under an authorized Task Order and only up to the maximum amount of compensation set forth for Additional Services in this Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the Services performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it, its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 8 Packet Pg. 132 of 342 Professional Services Rev. Oct 16,2024 Page 4 of 43 may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement, as amended from time to time. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more, CONSULTANT shall make recommendations to CITY for aligning the Project design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which CONSULTANT performs the Services requested by CITY under this Agreement. CONSULTANT and any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT will be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities related to CONSULTANT’s performance of the Services, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT’s provision of the Services only, and not as to the means by which such a result is obtained. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written approval of the City Manager. Any purported assignment made without the prior written approval of the City Manager will be void and without effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the parties. SECTION 12. SUBCONTRACTING. Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 9 Packet Pg. 133 of 342 Professional Services Rev. Oct 16,2024 Page 5 of 43 Services to be performed under this Agreement without the prior written authorization of the City Manager or designee. In the event CONSULTANT does subcontract any portion of the work to be performed under this Agreement, CONSULTANT shall be fully responsible for all acts and omissions of subcontractors. Option B: Subcontracts Authorized: Notwithstanding Section 11 (Assignment) above, CITY agrees that subcontractors may be used to complete the Services. The subcontractors authorized by CITY to perform work on this Project are: • Waste Busters, Inc – 321 S. Main Street, PMB #42, Sebastopol, CA 95472 • Nothing Wasted Consulting LLC – 1512 S. De Anza Blvd., #126, San Jose, CA 95129 CONSULTANT shall be responsible for directing the work of any subcontractors and for any compensation due to subcontractors. CITY assumes no responsibility whatsoever concerning compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts and omissions of subcontractors. CONSULTANT shall change or add subcontractors only with the prior written approval of the City Manager or designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Heather Levy as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day -to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s Project Manager. CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property. CITY’s Project Manager is Chuck Muir, Public Works Department, Environmental Services Division, 3201 E Bayshore Rd, Palo Alto, CA, 94303, Telephone: (650) 496-6979. CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. All work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services. SECTION 15. AUDITS. CONSULTANT agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for four (4) Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 10 Packet Pg. 134 of 342 Professional Services Rev. Oct 16,2024 Page 6 of 43 years from the date of final payment, CONSULTANT’s records pertaining to matters covered by this Agreement, including without limitation records demonstrating compliance with the requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later. SECTION 16. INDEMNITY. [Option A applies to the following design professionals pursuant to Civil Code Section 2782.8: architects; landscape architects; registered professional engineers and licensed professional land surveyors.] 16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all third party demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements (“Claims”) to the extent that such Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. CITY will reimburse CONSULTANT for the proportionate percentage of defense costs exceeding CONSULTANT’s proportionate percentage of fault as determined by the final judgment of a court of competent jurisdiction. [Option B applies to any consultant who does not qualify as a design professional as defined in Civil Code Section 2782.8.] 16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its officers, employees, agents or contractors under this Agreement. 16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 29.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 11 Packet Pg. 135 of 342 Professional Services Rev. Oct 16,2024 Page 7 of 43 apply solely to the specific instance expressly stated. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy. SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided under this Agreement or at law, the City Manager may terminate this Agreement sooner upon written notice of termination. Upon receipt of any notice of suspension or termination, CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination. Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 12 Packet Pg. 136 of 342 Professional Services Rev. Oct 16,2024 Page 8 of 43 19.2. In event of suspension or termination, CONSULTANT will deliver to the City Manager on or before the effective date in the notice of suspension or termination, any and all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed, prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such work product is the property of CITY, as detailed in Section 14 (Ownership of Materials). 19.3. In event of suspension or termination, CONSULTANT will be paid for the Services rendered and work products delivered to CITY in accordance with the Scope of Services up to the effective date in the notice of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s Services provided in material conformity with this Agreement as such determination is made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25, 27, 28, 29 and 30. 19.4. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made in accordance with Section 17 (Waivers). SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the Project Manager at the address of CONSULTANT recited on the first page of this Agreement. CONSULTANT shall provide written notice to CITY of any change of address. SECTION 21. CONFLICT OF INTEREST. 21.1. In executing this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subcontractors or other persons or parties having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 13 Packet Pg. 137 of 342 Professional Services Rev. Oct 16,2024 Page 9 of 43 State of California, as amended from time to time. CONSULTANT agrees to notify CITY if any conflict arises. 21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by the Regulations of the Fair Political Practices Commission, CONSULTANT will file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time. SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA. 22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. 22.2. CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor or subcontractor, are required to be accessible to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a manner that complies with the ADA and any other applicable federal, state and local disability rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate against persons with disabilities in the provision of services, benefits or activities provided under this Agreement. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include, first, minimizing and reducing waste; second, reusing waste; and, third, recycling or composting waste. In particular, CONSULTANT shall comply with the following Zero Waste requirements: (a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable-based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office. (c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 14 Packet Pg. 138 of 342 Professional Services Rev. Oct 16,2024 Page 10 of 43 additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060. SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS. 26.1. This Project is not subject to prevailing wages and related requirements. CONSULTANT is not required to pay prevailing wages and meet related requirements under the California Labor Code and California Code of Regulations in the performance and implementation of the Project if the contract: (1) is not a public works contract; (2) is for a public works construction project of $25,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or (3) is for a public works alteration, demolition, repair, or maintenance project of $15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j). OR 26.1. This Project is subject to prevailing wages and related requirements as a “public works” under California Labor Code Sections 1720 et seq. and related regulations. CONSULTANT is required to pay general prevailing wages as defined in California Labor Code Section 1773.1 and Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq., as amended from time to time. Pursuant to Labor Code Section 1773, the CITY 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 State of California Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the CITY’s Purchasing Department office. The general prevailing wage rates are also available at the DIR, Division of Labor Statistics and Research, web site (see e.g. http://www.dir.ca.gov/DLSR/PWD/index.htm) as amended from time Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 15 Packet Pg. 139 of 342 Professional Services Rev. Oct 16,2024 Page 11 of 43 to time. CONSULTANT shall post a copy of the general prevailing wage rates at all Project job sites and shall pay the adopted prevailing wage rates as a minimum. CONSULTANT shall comply with all applicable provisions of Division 2, Part 7, Chapter 1 of the California Labor Code (Labor Code Section 1720 et seq.), including but not limited to Sections 1725.5, 1771, 1771.1, 1771.4, 1773.2, 1774, 1775, 1776, 1777.5, 1782, 1810, 1813 and 1815, and all applicable implementing regulations, including but not limited to Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq. (8 CCR Section 16000 et seq.), as amended from time to time. CONSULTANT shall comply with the requirements of Exhibit E, entitled “DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS”, for any contract for public works construction, alteration, demolition, repair or maintenance, including but not limited to the obligations to register with, and furnish certified payroll records directly to, DIR. SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For purposes of this Section 27, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. (Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code Section 9204, for Public Works Projects, certain claims procedures shall apply, as set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”. This Project is a 9204 Public Works Project and is required to comply with the claims procedures set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”. OR This Project is not a 9204 Public Works Project. SECTION 28. CONFIDENTIAL INFORMATION. 28.1. In the performance of this Agreement, CONSULTANT may have access to CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of its obligations to CITY under this Agreement and for no other purpose. CONSULTANT will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform CONSULTANT’s obligations to CITY under this Agreement and for no other purpose, provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement. 28.2. “Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil Code Section 1798 et seq., as amended from time to time) and materials, in any form or media, tangible or intangible, provided or otherwise made available to CONSULTANT by CITY, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a breach of this Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 16 Packet Pg. 140 of 342 Professional Services Rev. Oct 16,2024 Page 12 of 43 Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of CONSULTANT without any use of or access to the Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an authorized representative of CITY. 28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that CONSULTANT will notify CITY in writing of such order immediately upon receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing so), to give CITY an opportunity to oppose or otherwise respond to such order. 28.4. CONSULTANT will notify City promptly upon learning of any breach in the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or control, and if such Confidential Information consists of Personal Information, CONSULTANT will provide information to CITY sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time. 28.5. Prior to or upon termination or expiration of this Agreement, CONSULTANT will honor any request from the CITY to return or securely destroy all copies of Confidential Information. All Confidential Information is and will remain the property of the CITY and nothing contained in this Agreement grants or confers any rights to such Confidential Information on CONSULTANT. 28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions. SECTION 29. MISCELLANEOUS PROVISIONS. 29.1. This Agreement will be governed by California law, without regard to its conflict of law provisions. 29.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 29.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. 29.4. This Agreement, including all exhibits, constitutes the entire and integrated agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations, statements and undertakings, either oral or written. This Agreement may be amended only by a written instrument, which is signed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 17 Packet Pg. 141 of 342 Professional Services Rev. Oct 16,2024 Page 13 of 43 Code, as amended from time to time. 29.5. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in full force and effect. 29.6. In the event of a conflict between the terms of this Agreement and the exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if any), the exhibits shall control. 29.7. The provisions of all checked boxes in this Agreement shall apply to this Agreement; the provisions of any unchecked boxes shall not apply to this Agreement. 29.8. All section headings contained in this Agreement are for convenience and reference only and are not intended to define or limit the scope of any provision of this Agreement. 29.9. This Agreement may be signed in multiple counterparts, which, when executed by the authorized representatives of the parties, shall together constitute a single binding agreement. SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is selected below, is hereby attached and incorporated into this Agreement by reference as though fully set forth herein: EXHIBIT A: SCOPE OF SERVICES EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER EXHIBIT B: SCHEDULE OF PERFORMANCE EXHIBIT C: COMPENSATION EXHIBIT C-1: SCHEDULE OF RATES EXHIBIT D: INSURANCE REQUIREMENTS EXHIBIT E: MATERIALS TYPES LIST THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED. Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 18 Packet Pg. 142 of 342 Professional Services Rev. Oct 16,2024 Page 14 of 43 CONTRACT No. C27197334 SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement as of the date first above written. CITY OF PALO ALTO ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or designee CASCADIA CONSULTING GROUP, INC. By: ________________________________ Name: ______________________________ Title: _______________________________ By: ________________________________ Name: ______________________________ Title: _______________________________ Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Amity Lumper Co-President & Co-owner Co-President and Co-Owner Stephanie Thomas Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 19 Packet Pg. 143 of 342 Professional Services Rev. Oct 16,2024 Page 15 of 43 EXHIBIT A SCOPE OF SERVICES CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF SERVICES”. Notwithstanding any provision herein to the contrary, CONSULTANT’s duties and services described in this Scope of Services shall not include preparing or assisting CITY with any portion of CITY’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. CONSULTANT’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. CONSULTANT shall cooperate with CITY to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by CONSULTANT pursuant to this Scope of Services. Introduction CONSULTANT shall conduct a waste characterization study (WCS) of the City’s municipal solid waste stream. All materials are collected by the City’s exclusive contractor, GreenWaste of Palo Alto (GWPA). The current Zero Waste Plan (ZW Plan), last updated in 2018, establishes strategies and initiatives to help the City achieve its objective of diverting 95 percent of waste from landfill disposal by 2030. The city completed a comprehensive WCS in 2017 to support the ZW Plan. A new WCS is needed to support a future update of the ZW Plan, which will be conducted under a separate Agreement. Under this Agreement, the consultant shall conduct a 2026 WCS, analyze the collected data, and develop clear visual representations of the findings suitable for use in reports, presentations, and public communications and to help guide an update to the future ZW Plan. The consultant shall also perform a comparative analysis between the 2026 results and the 2017 WCS to assess changes and trends. Based on the findings, the consultant shall provide recommendations on materials and strategies that could further reduce landfill disposal and support progress toward the City’s diversion goal. The WCS shall include the following waste sectors: •Residential single-family garbage, recyclables, and compost are materials GWPA collects from single-family residences (single-family homes and townhouses or buildings with up to four residential units). These materials typically arrive at the GreenWaste Recovery Materials Recovery Facility located in San Jose (GWR MRF) in packer trucks (e.g., side loaders). Compost is taken to the GreenWaste Renewable Energy Digestion Facility. During this study, CONSULTANT shall collect samples of these materials directly from carts at the curb in front of single-family homes on collection day and bring collected samples to the GWR MRF for sorting by CONSULTANT field team stationed there. Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 20 Packet Pg. 144 of 342 Professional Services Rev. Oct 16,2024 Page 16 of 43 •Residential multifamily garbage, recyclables, and compost are collected by GWPA from multifamily residences (apartments or condominiums with more than four residential units). It typically arrives at GWR MRF in packer trucks (e.g., front loaders). GWPA collects multifamily materials in the same truck as commercial garbage, recyclables and compostable materials therefore some coordination with GWPA shall be necessary to ensure a select amount (or volume) of material is collected from multifamily locations for the WCS. •Commercial garbage is garbage collected from the commercial sector in a front-load, or side-load compacting vehicle. The materials are delivered to the GWR MRF for processing. •Commercial recyclables are recyclable materials collected from the commercial sector in a front-load, or side-load compacting vehicle. The materials are delivered to the GWR MRF for processing. •Commercial compost is compostable material collected from the commercial sector in a front-load, or side-load self-contained compacting vehicle. It is typically delivered to GreenWaste Renewable Energy Digestion Facility. Selected loads shall be rerouted to the GWR MRF for sampling during this study. •Hospital garbage is collected in compactors from the three local hospitals located in Palo Alto in a roll-off vehicle. The materials are delivered to the GWR MRF for processing. Hospitals in Palo Alto consist of the Stanford Hospital, the Veteran’s Affair Hospital, and the Palo Alto Medical Foundation. •Loose roll-off garbage is garbage collected from the commercial sector in a non- compacted open-top roll-off container, commonly referred to as a “debris box” or “drop- box.” •Mixed construction and demolition materials (C&D) is recoverable material generated from construction activities and bulky materials delivered to the GreenWaste Zanker Resource Recovery Facility in loose roll-off boxes. •Residuals are produced as byproducts from the two GreenWaste materials recovery facilities. Residuals do not include fines screened from the trommels. The primary objectives of the 2026 WCS are: A.Characterize Waste Composition CONSULTANT shall determine the composition of the City’s recycling, compost, and landfill waste streams using a statistically representative sampling methodology and material categories relevant to the Palo Alto waste stream. To allow for the comparison of the 2017 WCS data with the new 2026 WCS data, CITY requests using the sampling methodology utilized in 2017 WCS Appendix B, Study Design or an alternative methodology to be approved by the City. Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 21 Packet Pg. 145 of 342 Professional Services Rev. Oct 16,2024 Page 17 of 43 B.Quantify Materials by Weight CONSULTANT shall quantify the weight and proportion of each material type within the recycling, compost, and landfill waste streams. C.Identify Recovery and Diversion Opportunities CONSULTANT shall identify recyclable and compostable materials currently disposed of incorrectly and evaluate opportunities to increase material recovery and diversion from landfill. The information shall be made relevant to existing recycling and compost markets and to future realistic market opportunities. D.Evaluate Variability Across the Community CONSULTANT shall assess differences in waste composition across sectors. E.Support Program Evaluation CONSULTANT shall compare results with the City’s 2017 waste characterization study and identify materials, and products frequently disposed of incorrectly. CONSULTANT shall provide capture rates of all waste material categories. F.Inform Future Program Development CONSULTANT shall provide actionable data to support the planning, development, and evaluation of programs that advance the City’s Zero Waste goals. Task 1. Project Coordination and Administration CONSULTANT shall provide management of all task activities under this Agreement, including project team assignments; meeting preparation and attendance; maintenance and monitoring of the budget and schedule; quality assurance and quality control of all deliverables; and coordination of any and all sub-CONSULTANT s. CONSULTANT shall provide project coordination and administration for all tasks including project start-up, team assignments, internal team coordination, meeting preparation and attendance, maintenance and monitoring of the budget and schedule, quality assurance and quality control of all deliverables, and coordination of all subcontractors. CONSULTANT shall provide regular invoices and progress reports. CONSULTANT shall attend a kick-off meeting with the City to confirm project objectives, scope, roles, communication preferences, data needs, schedule milestones, and next steps. CONSULTANT shall provide a meeting agenda, summarize meeting outcomes, and provide a project work plan. CONSULTANT shall meet at least every two weeks or as needed to provide to review of completed work, upcoming activities, schedule and budget status, key decisions, and any study concerns. CONSULTANT shall provide agendas and supporting materials to document action items and next steps with estimated completion dates. CONSULTANT shall ensure all team members, including subcontractors, are accountable for their work tasks being on time and within budget. CONSULTANT shall provide hands-on supervision of all team members, including subcontractors, provide at least weekly check-ins or as needed, discuss project status, and make any adjustments. Any major changes to the schedule or budget Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 22 Packet Pg. 146 of 342 Professional Services Rev. Oct 16,2024 Page 18 of 43 shall be shared with and approved by the City. CONSULTANT Project Manager shall provide frequent updates and meeting notes to the City’s Project Manager via email, virtual check -in meetings, or phone. CONSULTANT shall use Deltek Vantagepoint to manage staff availability and schedule staff time for each project and task in Cascadia’s book of work. CONSULTANT shall go over Deltek Vantagepoint and book of work with the City prior to beginning any work. CONSULTANT project managers and field work leads shall meet weekly to plan field work schedule, ensure experienced staff are available for each field work task, ensure experienced staff are not over or double booked, that project plans are up to date, and staff calendars are up to date and reflect field work dates to prevent scheduling conflicts. CONSULTANT shall provide manager(s) to ensure adequate qualified staff are available and that the study stays on schedule. CONSULTANT shall track the progress of the study and provide regular client check-ins and progress reports. CONSULTANT shall use Vantagepoint to track labor and expenses at the various project levels, provide activity reports with each invoice and report on the remaining budget amounts per task. Task 2. Waste Characterization – targeted waste audits SubTask 2a. Conduct Project Meetings and Prepare Work Plan CONSULTANT shall work with City staff and internal team members to solidify the methodology, protocols, and tools needed for the WCS including development of a detailed work plan, sampling plan and schedule, preparation of field forms and databases, and methodology for comparing data to the previous WCS. CONSULTANT shall collaborate with the City’s hauler GWPA for the selection of routes, and timing of arrival at GWR MRF. Task 2 provides a foundation for all fieldwork, data entry, analysis, and reporting that shall be conducted as part of the study. The CONSULTANT shall identify common findings from waste characterization studies conducted in up to two cities similar to Palo Alto and within key sectors such as multifamily dwellings and shall meet with City staff to determine the specific audits, analyses and summary report format needed. CONSULTANT shall review waste sectors, material streams, sampling methodology, ideal number of samples, sample type and size per material streams, sampling logistics, and material categories. CONSULTANT shall use two different methods to select a load for sampling: • Loads from sectors with regularly scheduled waste collection routes shall be pre-selected using a random selection method. • Loads from sectors that do not have regularly scheduled waste collection routes shall be systematically selected on each day of sampling. CONSULTANT shall sample single-family residential material by systematically selecting households and collection “paired samples” including garbage, recycling, and organics from single-family dwellings. “Paired” samples refer to the simultaneous collection and sorting of multiple carts from a single household, as part of the same set-out. Systematic selection involves Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 23 Packet Pg. 147 of 342 Professional Services Rev. Oct 16,2024 Page 19 of 43 creating a sampling frequency to ensure random selection. CONSULTANT shall sample at least the preliminary list of waste sectors and streams that match the 2017 WCS and shall include any additional waste streams not in the original the 2017 WCS. Table 1: Waste Sectors, Materials Streams, and Characterization Methods Sector and Waste Stream Characterization Method Sample Selection Method Commercial front-load garbage Hand sort Pre-selected Commercial Compactor garbage Hand sort Pre-selected Commercial front-load recycling Hand sort Pre-selected Commercial front-load compost Hand sort Pre-selected Loose roll-off Visual Characterization Systematic selection Loose roll-off: C & D Visual Characterization Systematic selection Hospital Garbage Compactors Hand sort Pre-selected Multifamily Garbage Hand sort Pre-selected; special study routing1 Multifamily recycling Hand sort Pre-selected; special study routing1 Multifamily compost Hand sort Pre-selected; special study routing1 Single family: garbage Hand sort Households will be systematically selected; paired sampling Single family: recycling Hand sort Households will be systematically selected; paired sampling Single family: compost Hand sort Households will be systematically selected; paired sampling Residuals - from the recycling Material Recovery Facility Hand sort Systematic selection Residuals - from the garbage Material Recovery Facility Hand sort Systematic selection 1CONSULTANT shall work with the City’s waste hauler, GreenWaste of Palo Alto, to isolate multifamily from commercial routes. SubTask 2b. Sorting Area Below is a list of the Palo Alto waste streams collected and processed by the various GreenWaste of Palo Alto processing facilities. CONSULTANT shall work with GreenWaste of Palo Alto to clarify the exact sampling locations within each listed facility for each specified waste stream. This shall be done before the first official kick-off meeting. If sufficient sampling locations can’t be confirmed, the CONSULTANT shall suggest alternative locations to sample the various waste streams within the available facilities. If acceptable sorting locations cannot be identified within the listed GreenWaste facilities, the City shall secure alternative viable facilities at no cost to the CONSULTANT. CONSULTANT field crew will be receiving all samples in the sorting area. Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 24 Packet Pg. 148 of 342 Professional Services Rev. Oct 16,2024 Page 20 of 43 All field work for one day will occur concurrently or consecutively without long breaks between field tasks. Table 2: Sorting and sampling locations Sector and Stream Processing Location Sampling Location Commercial front-load garbage GreenWaste San Jose Material Recovery Facility, 625 Charles St., San Jose, CA 95112 GWSJMRF Commercial Compactor garbage GreenWaste San Jose Material Recovery Facility, 625 Charles St., San Jose, CA 95112 GWSJMRF Commercial front-load recycling GreenWaste San Jose Material Recovery Facility, 625 Charles St., San Jose, CA 95112 GWSJMRF Commercial front-load compost GreenWaste Renewable Energy Digestion Facility (GWREDF), 685 Los Esteros Rd., San Jose, CA 95134 GWREDF or CONSULTANT to specify Loose roll-off GreenWaste San Jose Material Recovery Facility, 625 Charles St., San Jose, CA 95112 GWSJMRF or CONSULTANT to specify Loose roll-off: C & D GreenWaste Zanker Resource Recovery Facility (GWZRRF), 675 Los Esteros Rd., San Jose, CA 95134 GWZRRF or CONSULTANT to specify Hospital Garbage Compactors GreenWaste San Jose Material Recovery Facility, 625 Charles St., San Jose, CA 95112 GWSJMRF Multifamily Garbage GreenWaste San Jose Material Recovery Facility, 625 Charles St., San Jose, CA 95112 GWSJMRF Multifamily recycling GreenWaste San Jose Material Recovery Facility, 625 Charles St., San Jose, CA 95112 GWSJMRF Multifamily compost GreenWaste Renewable Energy Digestion Facility (GWREDF), 685 Los Esteros Rd., San Jose, CA 95134 GWREDF or CONSULTANT to specify Single family: garbage GreenWaste San Jose Material Recovery Facility, 625 Charles St., San Jose, CA 95112 GWSJMRF or CONSULTANT to specify Single family: recycling GreenWaste San Jose Material Recovery Facility, 625 Charles St., San Jose, CA 95112 GWSJMRF or CONSULTANT to specify Single family: compost GreenWaste Renewable Energy Digestion Facility (GWREDF), 685 Los Esteros Rd., San Jose, CA 95134 GWREDF or CONSULTANT to specify Residuals - from the recycling Material Recovery Facility GreenWaste San Jose Material Recovery Facility, 625 Charles St., San Jose, CA 95112 GWSJMRF or CONSULTANT to specify Residuals - from the garbage Material Recovery Facility GreenWaste San Jose Material Recovery Facility, 625 Charles St., San Jose, CA 95112 GWSJMRF or CONSULTANT to specify Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 25 Packet Pg. 149 of 342 Professional Services Rev. Oct 16,2024 Page 21 of 43 Garbage and Recyclables The City has confirmed that the GreenWaste San Jose Materials Recovery Facility located at 625 Charles St., Charles Street, San Jose will act as the sorting area for garbage and recycling waste streams for single family households, multifamily dwellings, and commercial customers including loose roll-off, unless another location or methodology is proposed by CONSULTANT. Compostables CONSULTANT shall confirm with GreenWaste whether compostable waste sampling will be performed at the Zero Waste Energy Development Company (ZWEDC) processing facility or another location. Compostable waste processed at ZWEDC includes commercial customers, multifamily dwellings, loose roll-offs (compostable), and single-family households. CONSULTANT shall confirm with GreenWaste of Palo Alto where specific “green material only” commercial compostables are processed and provide a location where samples shall be sampled. This may include ZWEDC located in San Jose, CA; Z-Best located in Gilroy, CA; or GWR located in San Jose, CA or as specified by CONSULTANT. Roll-offs & Roll-offs C&D CONSULTANT shall confirm with GreenWaste where loose roll-off, loose roll-off - C&D; as well as residuals from the various processing facilities will be sampled. This may include GWR located in San Jose, CA or Zanker Materials Processing Facility located in San Jose, CA or as specified by CONSULTANT. CONSULTANT Task 2c. Develop Detailed Study Design The study design shall include protocols for a representative and unbiased approach to select routes, residences, businesses, etc. for sampling, the number size, and allocation of samples, and sample selection and characterization processes. The design shall also include field forms specific to each study that are designed to maximize data collection efficiency and minimize data collection errors. Within the study design, CONSULTANT shall design a sampling schedule based on regular collection and operating schedules to be provided by GWPA. CONSULTANT shall design the schedule to ensure an even distribution of samples across days of the week. CONSULTANT shall design and share with the City a sampling schedule the evenly distributes samples across the days of the week. CONSULTANT shall develop and present to the City a detailed study design consistent with the 2017 WCS that shall include protocols for selecting routes, residences, and businesses for sampling. CONSULTANT shall pre-select random loads of materials for sampling based on regular collection route information. CONSULTANT shall specify the number, size, and allocation of samples, sample selection, and characterization process. CONSULTANT shall provide detailed field forms. CONSULTANT shall provide details on data analysis and reporting procedures and methodologies. CONSULTANT shall propose a material category list that shall be approved by the City. The list shall be based off City’s RFPs Attachments B and C to ensure consistency with 2017 WCS, adhere to CalRecycle standards list of materials, and compliance with GWPA acceptable materials list. Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 26 Packet Pg. 150 of 342 Professional Services Rev. Oct 16,2024 Page 22 of 43 CONSULTANT shall classify materials according to recoverability (i.e. recyclable, compostable, potentially recyclable, and problem materials). The classification shall be approved by the City. CONSULTANT shall document all assumptions, deviations, and refinements to the sampling design in the final work plan. CONSULTANT shall describe any variations such as different processing facilities and technologies, etc. and their implications and how the differences are addressed analytically. Task 2d. Field Sampling and Waste Sorting The CONSULTANT shall conduct fieldwork to collect and sort waste samples (garbage, recyclables, and compostables) for the characterization study. The only exceptions include garbage only compactors for hospitals, garbage only loose roll-off containers, and mixed construction and demolition materials (C&D) roll-off boxes. During this period, the CONSULTANT shall propose the number of samples to be collected and sorted per day. The final number of samples and daily sampling schedule may be refined in coordination with the City during Task 2c (Study Design). The CONSULTANT shall propose the most appropriate sampling methodologies for each waste sector to ensure representative and statistically valid results. Sampling methods shall account for differences in waste generation and collection practices among single family residential, multifamily residential, commercial, roll-off containers, and compactors. The CONSULTANT shall coordinate with the City during study design to finalize the sampling approach, schedule, and logistics, including site access, collection coordination, and safety procedures. Single-family residential sampling The CONSULTANT shall collect samples of single-family waste materials directly from carts at the curb in front of single-family homes on collection day and bring collected samples to the GWR MRF for sorting by the CONSULTANT field team. The number and types of samples shall be provided in the study design and approved by the City. CONSULTANT may propose an alternative method which shall be approved by the City. Multi-family residential and commercial sampling CONSULTANT shall characterize organic waste from the multi-family residential sector separately from the commercial sector. GWPA collects multifamily organic waste in the same truck as commercial organics therefore coordination with GWPA shall be done to ensure a select amount (or volume) of material shall be collected from multifamily locations for the WCS. The number and types of samples shall be provided in the study design and approved by the City. To characterize commercial organic waste selected loads shall be rerouted to the GWR MRF for sampling during this study. CONSULTANT may propose an alternative method which shall be approved by the City. The following table outlines Cascadia’s proposed sampling schedule and detail. Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 27 Packet Pg. 151 of 342 Professional Services Rev. Oct 16,2024 Page 23 of 43 Table 3: Sampling Schedule and Details Study week Day of week Proposed sort location Role Number of samples W1 Monday GreenWaste MRF Non-single family garbage and recycle 21 hand, 2 visual W1 Tuesday GreenWaste MRF Non-single family garbage and recycle 23 hand, 3 visual W1 Wednesday GreenWaste MRF Non-single family garbage and recycle 24 hand, 2 visual W1 Thursday GreenWaste MRF Non-single family garbage and recycle 25 hand, 2 visual W1 Friday GreenWaste MRF Non-single family garbage and recycle 25 hand, 3 visual W1 Saturday GreenWaste MRF Non-single family garbage and recycle 25 hand, 3 visual W2 Monday GreenWaste MRF, GreenWaste Digestor, GreenWaste Zanker Non-single family garbage and recycle Up to 26 hand, 3 visual W2 Tuesday GreenWaste MRF, GreenWaste Digestor, GreenWaste Zanker Non-single family garbage and recycle Up to 26 hand, 3 visual W2 Wednesday GreenWaste MRF, GreenWaste Digestor, GreenWaste Zanker Non-single family garbage and recycle Up to 26 hand, 3 visual W2 Thursday GreenWaste MRF, GreenWaste Digestor, GreenWaste Zanker Non-single family garbage and recycle Up to 26 hand, 3 visual W2 Friday GreenWaste MRF, GreenWaste Digestor, GreenWaste Zanker Non-single family garbage and recycle Up to 26 hand, 3 visual Task 2e. Characterize Samples CONSULTANT ’s field manager shall be on-site at the outset of all sorting activities to ensure that the crew follows approved protocols and maintains consistency across samples and sampling events. Field manager shall brief personnel on any facility-specific health and safety requirements, personal protective equipment (PPE) requirements, contingency protocols, and ensure the quality and efficiency of field work. Table 4: Proposed sample allocations and weights Sector and Stream Number of samples Sample weight Commercial front-load garbage 30 150 lbs. Commercial compactor garbage 10 150 lbs. Commercial front-load recycling 20 100 lbs. Commercial front-load compost 20 150 lbs. Loose roll-off 15 Entire load Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 28 Packet Pg. 152 of 342 Professional Services Rev. Oct 16,2024 Page 24 of 43 Loose roll-off: C & D 15 Entire load Hospital garbage compactors 3 150 lbs. Multifamily garbage 30 150 lbs. Multifamily recycling 20 100 lbs. Multifamily compost 20 150 lbs. Single family garbage Up to 30 Up to 30 lbs. Single family recycling Up to 30 Up to 30 lbs. Single family compost Up to 30 Up to 50 lbs. Residuals – from the recycling Materials Recovery Facility 15 50 - 150 lbs. Residuals – from the garbage Materials Recovery Facility 15 50 lbs. CONSULTANT shall follow its standard process for sorting all materials and provide a copy of that process to the City for approval. Photographs • A member of the field crew shall take photographs of the sample using a digital device. The sample placard identifying the sample shall be positioned to be visible in each photo. CONSULTANT o Two types of images shall be taken – perspective and close-up. Perspective image is a photograph taken from a distance of 10’-20’. A close-up image is a photograph taken from a distance of 1’-3’. o For the photographic evidence, each photographic set shall consist of: ▪ Photographs shall be provided of the samples before separated from the vehicle, bin or cart; ▪ Photographs shall be provided of the samples after they are separated from the vehicle, bin or cart; ▪ Photographs shall be provided of the samples when the samples are comingled, but the contents not removed; ▪ Photographs shall be provided of the samples before the samples are composited; and, ▪ Photographs shall be provided of the samples when the materials are sorted and co- mingled. Sorting • The field crew shall sort the sample into the material categories and store separated materials in separate containers. Individual members of the sorting crew typically specialize in groups of materials, such as papers or plastics. The field manager shall monitor the homogeneity of material in the containers as they accumulate, rejecting any materials that are improperly classified. • The field manager shall then visually inspect the purity of each material as it is weighed in its container using a pre-calibrated scale and shall record each material weight on data sheet. Custodial bags • CONSULTANT shall determine the percentage of commercial customers using colored custodial bags. Commercial customers are required to utilize blue see-through recycling bags or no bag; green compostable see-through bag for compostables or no bag; and clear Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 29 Packet Pg. 153 of 342 Professional Services Rev. Oct 16,2024 Page 25 of 43 bags or no bag for landfill waste. Determine what percentage of commercial customers are using colored see-through custodial bags. • CONSULTANT shall determine the percentage of single-family and multi-family residential customers that are using green colored see-through compostable bags. Single family and multi-family residents are only required to use green see-through compostable bags for the collection of food waste if bags are used. Hand sorting • CONSULTANT shall follow their standard process for hand -sorting process for most municipal solid waste (MSW), recyclable materials, organics, and residuals. A copy of the standard hand-sorting process shall be provided during the kick-off meeting. • CONSULTANT shall take pre-sample collection (before material separated from container), sample captured on tarp (not yet composited), and composited samples (sorted into the various material categories) consistent with recent CalRecycle methodologies. Visual characterization • For commercial and multifamily loads, CONSULTANT shall follow their standard process of visually characterizing waste. A copy of the standard visually characterizing waste process shall be provided during the kick-off meeting. o CONSULTANT shall characterize organic waste from multi-family residential sector separately from commercial sector. GWPA collects multifamily organic waste in the same truck as commercial organics therefore coordination with GWPA shall be done to ensure a select amount (or volume) of material shall be collected from multifamily locations for the WCS. The number and types of samples shall be provided in the study design and approved by the City. To characterize commercial organic waste selected loads shall be rerouted to the GWR MRF for sampling during this study. CONSULTANT may propose an alternative method which must be approved by CITY. Task 2f. Data Management, Quality Assurance/Quality Control, and Statistical Analysis CONSULTANT shall record and manage field data. The electronic capture of data shall be linked to cloud-based storage to prevent the loss of data. CONSULTANT shall prepare and submit a written QA/QC protocol during the kick-off meeting. The CONSULTANT shall analyze the data collected and documented during Task 2e, using rigorous quality assurance and quality control (QA/QC) procedures and established statistical methodologies commonly applied in municipal waste characterization studies, including those used in prior Palo Alto studies and the most recent CalRecycle statewide waste characterization methodology. CONSULTANT shall prepare and submit a written QA/QC protocol for the City to review and describes procedure for data verification, validation, and statistical analysis. CONSULTANT shall enter all field data into a waste characterization database following each sampling event. CONSULTANT The database and associated outputs shall be accessible to the City and provided in a format compatible with common software platforms, including *.CSV and/or Microsoft Excel file formats. At the conclusion of the study, the CONSULTANT shall provide the City with a complete electronic accounting of all sorted samples and associated Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 30 Packet Pg. 154 of 342 Professional Services Rev. Oct 16,2024 Page 26 of 43 datasets. CITY will provide the CONSULTANT with annual and/or monthly tonnage estimates for the applicable waste streams, including commercial, single family residential, multifamily residential, and roll-off services. These tonnage estimates shall be used to support the statistical analysis and extrapolation of results. CONSULTANT shall conduct the appropriate statistical analysis depending on the sampling method used, including disposal site analysis (and generator-based analysis where applicable). All calculations and approaches shall be consistent with those used in the most recent CalRecycle statewide study. If alternative analytical approaches are proposed, CONSULTANT shall coordinate with CITY and receive approval to ensure the methodology is defensible and capable of producing representative, reliable, and statistically valid results. As part of the analysis, the CONSULTANT shall develop charts, tables, and figures to clearly present and interpret the findings. The presentation of results shall follow industry best practices and may reference formats used in the City’s 2017 Waste Characterization Study Report. At a minimum, the CONSULTANT shall include the following data visualizations and summary tables: • Pie charts showing recoverability groupings, including: o Recyclable materials o Compostable materials o Potentially recyclable materials o Problem materials o Potentially recoverable materials o Reusable items or materials (e.g. furniture, reusable cups, textiles, and other items commonly identified as reusable) • Summary tables identifying the most prevalent material types by weight. • Detailed composition tables presenting the quantity and percentage by weight of each material type, including the full list of approximately 80 material categories used in the study. Task 3 - Prepare Report CONSULTANT shall assemble findings and recommendations into a clear, concise, and highly visual report that the City can use with confidence for short-and long-term planning. To ensure that CONSULTANT fully meets project expectations, CONSULTANT ’s project manager shall develop and submit an outline of the final report for review by City staff. The outline shall indicate all sections and analyses that are expected to be part of the final report. Upon approval of the outline, the project team shall prepare a draft of the report, including executive summary, description of research protocols, and findings. CONSULTANT shall include at least two City review cycles in the project schedule. At the 90% completion stage, CONSULTANT shall submit a draft report to City for review and comment. City will return comments to CONSULTANT, and CONSULTANT shall revise the draft to incorporate the requested changes. Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 31 Packet Pg. 155 of 342 Professional Services Rev. Oct 16,2024 Page 27 of 43 Following those revisions, CONSULTANT shall submit an updated draft for a second City review. City may provide additional comments, and CONSULTANT shall incorporate any final revisions and submit the completed 100% final report. CONSULTANT shall provide a report with components as identified below. Report components: A. Task 1 - Project Coordination and Administration B. Task 2 - Develop Plan/Study Design 1. Task 2a – Prepare Work Plan 2. Task 2b – Select Sorting Area 3. Task 2c – Study Design 4. Task 2d – Field Sampling and Waste Sorting 5. Task 2e – Sample Characterization 6. Task 2f – Data Management, QA/QC, and Statistical Analysis C. Task 3 - Prepare Report 1. Findings 2. Comparison of 2026 to 2017 Waste Characterization Study results 3. Provide Recommendations 4. Appendices Task 4 – Additional Services CONSULTANT shall provide additional services as needed to assist the City in collecting waste characterization data. For example, additional samples may need to be collected, and additional reporting may be needed to thoroughly analyze the results of any extra sampling. At the request of the CITY, CONSULTANT shall perform additional services. A cost estimate for additional services includes a total of $8,805 for one day’s worth of sampling. Alternatively, the additional services money may be used if CITY requests additional analysis and/or comparison of the data or as needed by CITY to complete the WCS. Non-sampling additional services will be billed based on the hourly rate schedule in Exhibit C-1. Additional services Scope Rate (per additional day of sampling) Task 4: Additional services $8,805 Schedule of work Table 5: Project schedule and activities Deliverable Activities Timeline Kick-off meeting/draft work plan Kick-off meeting Confirm study objectives Review methodologies and samples Prepare and submit draft work plan Two weeks after Notice to Proceed (NTP) is issued 2nd Meeting/Final Add City comments to work plan Three weeks after NTP Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 32 Packet Pg. 156 of 342 Professional Services Rev. Oct 16,2024 Page 28 of 43 Work Plan Finalize study design Confirm scope, schedule, duties Submit final work plan Work commences Field work mobilization and crew scheduling Coordinate sample collection Field sampling, sorting, and documentation Data entry and field QA/QC Six weeks after NTP Draft report due Complete data review Develop tables and findings Prepare draft report Submit draft to City for review Ten weeks after NTP Final report due For draft report address City comments Refine analysis Finalize report Submit report and supporting data files No later than January 18, 2027 The final report is due no later than January 18, 2027. Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 33 Packet Pg. 157 of 342 Professional Services Rev. Oct 16,2024 Page 29 of 43 EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER CONSULTANT shall perform the Services detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into this Task Order by this reference. CONSULTANT shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below. CONTRACT NO. OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE) 1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE): 1B. TASK ORDER NO.: 2. CONSULTANT NAME: 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $__________________ BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $_______________ 5. BUDGET CODE_______________ COST CENTER________________ COST ELEMENT______________ WBS/CIP__________ PHASE__________ 6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:_____________________________________ 7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A) MUST INCLUDE: ▪ SERVICES AND DELIVERABLES TO BE PROVIDED ▪ SCHEDULE OF PERFORMANCE ▪ MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable) ▪ REIMBURSABLE EXPENSES, if any (with “not to exceed” amount) 8. ATTACHMENTS: A: Task Order Scope of Services B (if any): _____________________________ I hereby authorize the performance of the work described in this Task Order. APPROVED: CITY OF PALO ALTO BY:____________________________________ Name __________________________________ Title___________________________________ Date ___________________________________ I hereby acknowledge receipt and acceptance of this Task Order and warrant that I have authority to sign on behalf of Consultant. APPROVED: COMPANY NAME: ______________________ BY:____________________________________ Name __________________________________ Title___________________________________ Date ___________________________________ Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 34 Packet Pg. 158 of 342 Professional Services Rev. Oct 16,2024 Page 30 of 43 EXHIBIT B SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the Project Managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed (“NTP”) from the CITY. Milestones Completion Number of Weeks (as specified below) from NTP 1. Kick-Off Meeting/Draft Work Plan Two Weeks 2. 2nd Meeting/Final Work Plan Three Weeks 3. Work Commences Six Weeks 4. Draft Report Due Ten Weeks 5. Final Report Due No later than January 18, 2027 Optional Schedule of Performance Provision for On-Call or Additional Services Agreements. (This provision only applies if checked and only applies to on-call agreements per Section 1 or agreements with Additional Services per Section 4.) The schedule of performance shall be as provided in the approved Task Order, as detailed in Section 1 (Scope of Services) in the case of on-call Services, or as detailed in Section 4 in the case of Additional Services, provided in all cases that the schedule of performance shall fall within the term as provided in Section 2 (Term) of this Agreement. Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 35 Packet Pg. 159 of 342 Professional Services Rev. Oct 16,2024 Page 31 of 43 EXHIBIT C COMPENSATION CITY agrees to compensate CONSULTANT for Services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the rate schedule attached as Exhibit C-1 up to the not to exceed budget amount for each task set forth below. CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below, provided that the total compensation for the Services, including any specified reimbursable expenses, and the total compensation for Additional Services (if any, per Section 4 of the Agreement) do not exceed the amounts set forth in Section 4 of this Agreement. CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. BUDGET SCHEDULE TASK NOT TO EXCEED AMOUNT Task 1 (Project Coordination and Administration) $9,018 Task 2 (Waste Characterization - Targeted Waste Audits) $167,987 Task 3 (Prepare Report) $32,470 Sub-total for Services $209,475 Reimbursable Expenses (if any) $51,953 Total for Services and Reimbursable Expenses $261,428 Additional Services (if any, per Section 4) $8,805 Maximum Total Compensation $270,233 REIMBURSABLE EXPENSES CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative support time/overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in-house printing, insurance and other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder. Reimbursable expenses, if any are specified as reimbursable under this section, will be reimbursed at actual cost including meals at the GSA per diem rate for Palo Alto. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are up to the not-to-exceed amount of Fifty-One Thousand Nine Hundred Fifty-Three Dollars ($51,953). Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 36 Packet Pg. 160 of 342 Professional Services Rev. Oct 16,2024 Page 32 of 43 A. Travel outside the San Francisco Bay Area, including transportation and meals, if specified as reimbursable, will be reimbursed at actual cost, including meals at the GSA per diem rate for Palo Alto, subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses. B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges, if specified as reimbursable, will be reimbursed at actual cost. All requests for reimbursement of expenses, if any are specified as reimbursable under this section, shall be accompanied by appropriate backup documentation and information. The table below outlines the reimbursable expenses the CONSULTANT anticipates to complete the WSC. REIMBURSABLE EXPENSES Expense Type CCG Waste Busters Nothing Wasted Subtotal Flights $2,400.00 $1,666.65 $2,475.17 $6,541.82 Hotels $5,280.00 $3,666.64 $5,445.38 $14,392.02 Per diem $2,024.00 $1,405.54 $2,087.40 $5,516.94 Rental $2,200.00 $1,527.76 $2,268.91 $5,996.67 Fuel $756.00 $525.00 $779.68 $2,060.68 Supplies $6,000.00 $4,166.63 $6,187.93 $16,354.56 Baggage $225.00 $156.25 $232.05 $613.30 Mileage $175.00 $121.53 $180.48 $477.01 Total $19,060.00 $13,236.00 $19.657.00 $51,953.00 Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 37 Packet Pg. 161 of 342 Professional Services Rev. Oct 16,2024 Page 33 of 43 EXHIBIT C-1 SCHEDULE OF RATES CONSULTANT’s schedule of rates is as follows: Title Hourly Rate Director $285.00 Senior Associate $200.00 Associate $135.00 Senior Associate $210.00 Director $290.00 Fieldworker Lead $135.00 Associate $135.00 Principal $112.50 Principal $150.00 Onsite Manager $112.50 Sorting Staff $89.00 Safety Manager $70.00 Field Lead $70.00 Sorting Staff $70.00 Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 38 Packet Pg. 162 of 342 Professional Services Rev. Oct 16,2024 Page 34 of 43 EXHIBIT D INSURANCE REQUIREMENTS CONSULTANTS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS AS SPECIFIED HEREIN. REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY STATUTORY STATUTORY YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000 YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONSULTANT, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONSULTANT AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONSULTANT’S AGREEMENT TO INDEMNIFY CITY. II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING EMAIL: PURCHASINGSUPPORT@CITYOFPALOALTO.ORG III. ENDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONAL INSUREDS: A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 39 Packet Pg. 163 of 342 Professional Services Rev. Oct 16,2024 Page 35 of 43 B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. C. NOTICE OF CANCELLATION 1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. 2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION. EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED WITH THE CITY OF PALO ALTO SENT TO THE FOLLOWING EMAIL: PURCHASINGSUPPORT@CITYOFPALOALTO.ORG Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 40 Packet Pg. 164 of 342 Professional Services Rev. Oct 16,2024 Page 36 of 43 EXHIBIT E: Material List and Definitions Samples will be characterized according to the list of 80 materials below. PAPER CLEAN, FLATTENED, UNCOATED CORRUGATED CARDBOARD: Uncoated boxes, packaging, sheets and other pieces with a corrugated layer sandwiched between two outer layers that has been flattened to reduce the volume. Examples include shipping boxes, and some shoe boxes. CLEAN, UNFLATTENED, UNCOATED CORRUGATED CARDBOARD: Uncoated boxes, packaging, sheets and other pieces with a corrugated layer sandwiched between two outer layers that has NOT been flattened to reduce the volume. Examples include shipping boxes, clean pizza box, and some shoe boxes. NEWSPAPER: Ground wood paper used in newspapers. Includes clay coated (not poly coated) glossy ad inserts and other items made from newsprint, such as advertising circulars, election guides and tax instruction booklets. OTHER CLEAN PAPER: Paper and products recycled curbside except newspaper, and corrugated cardboard. Includes high grade white or colored ledger, paper bags, bond, rag (paper made of cotton or linen), stationary, office, copy or printing paper and low grade mixed junk mail, envelopes (plastic windows ok), magazines, clay coated glossy catalogs, brochures and pamphlets, hardback and paperback books, spiral notebooks, manila folders, index cards, self-adhesive notes, phonebooks, shredded paper, construction paper, butcher paper, kraft or bleached sheets, toilet paper tubes, paper towel tubes, non-corrugated box/liner/chip/paper board (e.g., cereal and tissue boxes, six pack holders), egg cartons, tissue wrapping paper, blueprints, photographs (not Polaroid), hard cover books, and carbonless forms. Minor amounts of glue or other binding are okay. PAPER TISSUE & TOWELS: Paper towels, napkins, tissues, toilet paper, and other short fiber, potentially soiled, paper that is not recyclable, but is compostable. Includes cotton balls, pads and non-plastic swabs and wipes. OTHER SOILED UNCOATED FIBER: Uncoated paper and paper products that are not tissue & towels, that may be recyclable, but are too food-soiled or dirty and can be composted such as, food-soiled paper plates, french fry containers and coffee filters. Recyclable paper that was likely soiled in the collection bin or truck should be included in the appropriate recyclable paper category. COATED CORRUGATED CARDBOARD: Boxes, packaging, sheets and other pieces with a corrugated layer sandwiched between two outer layers where at least one of the 3 layers is “waxed” or paraffin or poly coated, typically to make it liquid resistant such as for perishable produce shipping boxes. OTHER COATED PAPER: Paper and paper products that are poly, compostable plastic or wax (not clay) coated inside and/or outside. Includes fast food wrappers, pizza box liners, butcher paper, and ice cream and other frozen/refrigerated food packaging. This does not include coated corrugated cardboard, items with a gable top, or prepared food takeout containers GABLE TOP CARTONS: Containers that are poly or wax (not clay) coated inside and/or outside with a gable top such as milk and juice cartons (including those with plastic spouts). Does not include aseptic packaging. ASEPTICS: Multilayer composite cartons of bleached paper, poly film and foil, such as juice, milk, soup and tofu boxes. PAPER TAKEOUT CONTAINERS: Rigid paper containers used for serving or transporting single-use, ready to eat, prepared foods from a food service point-of-sale. This material type includes containers that could have been avoided had a customer brought a re-usable food container to the point-of-sale. Example include boxes and clamshells for items from the “hot food” bar or salad bar at a grocery store or deli, “Chinese food” take out cartons, etc. This does not include paper cups or paper wraps Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 41 Packet Pg. 165 of 342 Professional Services Rev. Oct 16,2024 Page 37 of 43 (like for a hamburger, deli sandwich, or burrito). This does not include items in paper retail packaging like frozen foods, cereals. COATED PAPER CUPS: Cups that are poly, compostable plastic or wax coated inside and/or outside such as for coffee and other hot drinks or soda and other cold drinks. PIZZA BOXES: Boxes used for take-out or delivery of prepared pizza. Includes both clean and soiled boxes. OTHER COMPOSITE PAPER: Items, not including aseptics, predominantly paper, but with one or more other material rendering them hard to recycle or compost, such as orange juice concentrate cans, carbon copy paper, foil laminated paper boxes and gum wrappers, packaging with large plastic windows (blister packs) or integrated foam, padded envelopes, and heavily plastic laminated or painted paper. PLASTIC #1 PETE PLASTIC PACKAGING: Polyethylene terephthalate (PET) bottles, jars, clamshells, frozen food trays, retail packaging and other rigid items such as food and beverage containers. #1 PETE PLASTIC PACKAGING THERMOFORMS: Clamshells, trays, and cups. #2 HDPE PLASTIC PACKAGING: High-density polyethylene (HDPE) bottles, jars, tubs, lids and other rigid items such as distilled water, milk, juice, vinegar, yogurt, detergent and empty motor oil or antifreeze containers. EXPANDED #6 PRODUCTS AND PACKAGING: Styrofoam and other expanded polystryrene cups, plates, bowls, clamshells, packaging blocks and peanuts (except compostable ones), insulation, non- corrugated foamcore (Include sandwiched between two layers of paper or plastic)and other rigid items. OTHER #3-7 PLASTIC PACKAGING: Polyvinyl chloride (PVC), low-density polyethylene (LDPE), polypropylene (PP), non-expanded styrene (PS), other (#7, various resins) and unlabeled, unidentifiable bottles, jars, tubs, lids, and other rigid items such as some salad dressing, syrup and prescription bottles, CD cases, auto parts. Items are typically constructed of a single plastic resin and smaller than a basketball. DURABLE PLASTIC PRODUCTS: Large, rigid items made predominately from plastic (usually a single resin) and intended for multiple uses. Examples include clothes hangers, buckets, lawn furniture, plastic pipe, plates, cups, and some toys, PLASTIC TAKEOUT CONTAINERS: Rigid plastic containers used for serving or transporting single-use, ready-to-eat, prepared foods from a food service point-of-sale. This material type includes containers that could have been avoided had a customer brought a re-usable food container to the point-of-sale. Example include boxes and clamshells for items from the “hot food” bar or salad bar at a grocery store or deli, “Chinese food” take out cartons, plastic tubs and bowls from fast food restaurants, etc. This does include plastic to-go cups. This does not include items in plastic retail packaging like frozen foods, microwavable soups, etc. COMPOSTABLE PLASTIC BAGS: Polylactic acid (PLA) and other bags labeled “compostable” (such as used for kitchen composting pails, as produce bags, or as bathroom bags to collect paper hand towels or for restaurant food scrap collection). Does not include compostable plastic bags that are not ASTM D6400 or D6868 compliant. OTHER COMPOSTABLE PLASTIC: Polylactic acid (PLA), polyhydroxyalkanoate (PHA) and other cups, straws, lids, plates, bowls, clamshells, trays, utensils and other non-bags labeled “compostable.” Does not include compostable plastic products that are not ASTM D6400 or D6868 compliant. RECYCLABLE FILM PLASTIC: Single layer clear or colored film without an inner foil or metallic layer accepted in the Palo Alto recycling carts. Includes, dry cleaner, newspaper, Ziploc, bread, cracker, Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 42 Packet Pg. 166 of 342 Professional Services Rev. Oct 16,2024 Page 38 of 43 tortilla chip, stretch, shrink and bubble wrap, plastic sheeting, frozen food, and clear or colored grocery, department store and other retail and food establishment merchandise and to go bags. FLEXIBLE PLASTIC POUCHES: means plastic pouches made of thicker, multi-layer flexible material. May have a flat bottom so that package would stand up on its own, but not always. Material is thicker than potato chip bags and frozen vegetable bags. Includes plastic coffee bags like Starbucks and Peet’s; Capri Sun pouches; baby food pouches – may have plastic screw top; soup pouches; salad dressing pouches; wine pouches; backpacking meals in pouches; soap refill pouches; laundry detergent pouches; and other similar items. INCLUDED – THICKER, MULTI- LAYER PACKAGING EXCLUDED – THINNER, SINGLE- LAYER PACKAGING Plastic coffee bags (Starbucks and Peet’s) Juice pouches (Capri Sun) Baby food pouches – may have plastic screw top Soup pouches Salad dressing pouches Wine pouches Backpacking meals in pouches Soap refill pouches Laundry detergent pouches Other similar items Potato chip bags and similar Candy wrappers Tortilla bags Frozen food bags (vegetables, berries) Nut/snack bags Shrink plastic wrappers (Slim Jim and string cheese wrappers) Ziplock bags intended for home use Thin produce bags as used in grocery stores Newspaper bags Bread bags Small (2 inch) pouches for condiments (mustard, relish, etc.) Yogurt tubes (Gogurt) Mailing pouches, usually colored or white (not clear) (LL Bean, medication pouches) 100% Plastic mailing pouches with bubble wrap Other similar items Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 43 Packet Pg. 167 of 342 Professional Services Rev. Oct 16,2024 Page 39 of 43 OTHER COMPOSITE FILM PLASTICS: Items made of multi-layer, multi-material films, typically with a metallic or foil layer. Examples include potato chip bags, candy bar wrappers, energy bar wrappers, and anti-static electronics wrappers. OTHER PLASTIC: Items that are predominantly rigid plastic, but have more than one type of plastic and/or other materials like metal or film plastics not described elsewhere. Includes toothbrushes, disposable razors, pens, some toys, lighters, vinyl binders, hoses, foil and plastic blister packs (such as for medications), and fiberglass products except insulation. Does not include appliances or Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 44 Packet Pg. 168 of 342 Professional Services Rev. Oct 16,2024 Page 40 of 43 electronics. Includes non-recyclable film like trash bags, condiment pouches, mailing pouches, shower curtain, woven polyethylene (e.g., grain bags, wipes, dryer sheets), and mylar balloons. GLASS GLASS BOTTLES & JARS: Any container grade glass bottles and jars (except red or blue), for water, soda, juice, wine, beer, liquor, vinegar, condiments, pickles, body care and other products. BLUE OR RED GLASS BOTTLES & JARS: Any red or blue bottles, jars, and other container grade glass. OTHER NON-COMPOSITE GLASS: Items made only of clear or tinted glass that is not container glass. Includes drinking glasses, crystal, and laboratory ware, table tops, or blown glass. Includes tempered or toughened glass (such as flat side or rear window auto glass). OTHER COMPOSITE GLASS: Items that are predominantly glass, but have other materials like wire mesh or plastic lamination (curved auto windshields, bus shelter and other safety glass), silvering (mirrors), or other components (incandescent and halogen bulbs). Does not include mercury lamps, which go in the mercury lamps hazardous category. Does not include glass used for construction purposes which goes in C&D glass. METAL ALUMINUM CANS & FOIL: Aluminum cans and bi-metal cans made mostly of aluminum (for beverages, pet food, etc.), empty aluminum aerosol cans for hazardous products, all (empty or full) aluminum aerosol cans with non-toxic contents, and aluminum food containers, trays, pie tins and foil. OTHER NON-FERROUS METAL: Items at least 75% non-ferrous metal (metals not derived from iron, to which a magnet will not adhere, and not stainless steel). Includes aluminum products and scrap that are not cans & foil, such as window frames, siding and cookware. Includes other metals and alloys such as copper, brass, bronze, lead and zinc and products such as pipe and shell casings. STEEL CANS & LIDS: Steel containers including bi-metal cans made mostly of steel. Includes food cans, empty steel paint cans, empty steel aerosol cans for hazardous products, and all (empty or full) steel aerosol cans with non-toxic contents. APPLIANCES: Intact or parts of predominantly ferrous metal (iron or steel that is magnetic or stainless steel), analog appliances such as toasters, stoves, refrigerators, washers and dryers, and hot water heaters. May be enamel coated in any color. If it contains a significant plastic or electronic portion (a microwave, for example), it goes in the electronics material type. OTHER FERROUS METAL: Items at least 75% ferrous metal (iron or steel that is magnetic or stainless steel), but not cans & lids or appliances. Includes items like coat hangers, stainless steel cookware, bed frames, pipe, beams, rebar, security bars, small car parts and other ferrous scrap. OTHER COMPOSITE METAL: Items predominately metal, made of both ferrous and non-ferrous metal and/or with more than 25% non-metal materials, such as certain motors, insulated wire and other products that are not appliances. COMPOST PLANT TRIMMINGS: Prunings and cuttings from bushes, shrubs and trees, and non-woody plant materials including grass clippings, sod, leaves, dead flowers, weeds, loose or rolled tobacco (without filters but including any rolling paper), cork, hemp rope and other plant material. Includes all plant types, and branches, trunks and stumps of any size. EDIBLE FOOD SCRAPS: The components of food that, in a particular food supply chain, are intended to be consumed by humans. What is considered edible varies among users (e.g., chicken feet are Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 45 Packet Pg. 169 of 342 Professional Services Rev. Oct 16,2024 Page 41 of 43 consumed in some food supply chains but not others), changes over time, and is influenced by a range of variables. INEDIBLE FOOD SCRAPS: The components of food not included in the edible food (skins, pits, bones, eggshells, coffee grounds, tea bags, etc.) OTHER COMPOSTABLE ORGANICS: Includes bagasse foodware and disposable wood utensils, wood stirrers, toothpicks, wood popsicle sticks. candles, compostable packaging peanuts, hair, finger nails, etc. DIAPERS: Diapers made from a combination of fibers, synthetic and/or natural, primarily for single use. Includes disposable baby diapers, adult protective undergarments, feminine hygiene products. Includes diaper and any contents, including human feces not in diapers, etc. ANIMAL FECES & LITTER: Any non-human animal feces and litter such as cat feces and kitty litter, dog poop, bird droppings, and horse manure and soiled bedding. Includes soiled paper and other litter materials. Also includes animal carcasses not resulting from food storage or preparation. OTHER ORGANIC: Predominantly organic items that are mixed with non-organic materials and cannot easily be separated for composting. HAZARDOUS ELECTRONICS: All types of products which include one or more integrated circuits, circuit boards, or “chips” and/or have a visual display greater than (or equal to) four inches on the diagonal. Generally includes anything that can be programmed. Includes televisions, computer monitors, CPUs and computer peripherals, fax machines, stereo equipment, VCRs, some games and toys. Does NOT include items powered by electricity (“plug or battery”) if electronic circuitry or a video display are not present, for example non-robotic vacuum cleaners. Note that there may be products intended for the same use of which some will be electronic waste and some will not – for example, coffeemakers (some just plug in and are switched on manually and some contain chips/boards because they have on/off/grind etc. features which can be programmed). PAINT: Latex paint, alkyd paint, oil-based paint, architectural paint, automotive and specialty (traffic marking) paint NOT packaged under pressure. BATTERIES: All chemistries, including alkaline batteries, Ni-Cd, Ni-MH, Lithium, Lithium-ion, and small sealed lead acid (SSLA) batteries often used in battery backup units. NON-EMPTY AEROSOL CANS: All non-empty pressurized containers which hold a consumer product characterized as a hazardous waste (paint/pesticides/cleaners). Includes spray paint, bug sprays, hair spray, oven cleaners, waterproofing sprays. Does NOT include cooking oil, deodorant, room/air freshener, starch, or compressed air (keyboard cleaner). MERCURY LAMPS: All tubes and bulbs with intentionally added mercury, includes fluorescent tubes and compact fluorescents, High Intensity Discharge (HID) bulbs, sodium vapor lamps, and neon signs. Does NOT include incandescent or halogen tubes or bulbs. PESTICIDES: Includes pesticides, insecticides, herbicides, and wood preservatives NOT packaged under pressure. CLEANING PRODUCTS: (except aerosols) Consumer products intended for cleaning NOT packaged under pressure includes ammonia, bleach, “green” cleaners, waxes and polishes. MOTOR OIL: Lubricating oil, either used or unused, primarily used in vehicles or internal combustion engines. OIL & FUEL FILTERS: Metal and plastic filters for oil and fuel used in vehicles or other types of equipment. UNTREATED MEDICAL WASTE: Materials used in medical processes, including tubing, surgical tray liners, exam table liners, latex gloves, bandages, and any materials in red biohazard bags. Also includes needles, syringes, and lancets. Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 46 Packet Pg. 170 of 342 Professional Services Rev. Oct 16,2024 Page 42 of 43 TREATED MEDICAL WASTE: Medical waste that has been processed in order to change its physical, chemical, or biological character or composition, or to remove or reduce its harmful properties or characteristics, as defined in Section 25123.5 of the Health and Safety Code. Bags of treated medical waste may appear shrunken from sterilization. BLUE WRAP: A blue wrap made from polypropylene (# 5 plastic) and used for wrapping surgical instruments for sterilization. MEDICINE: All medicine intended for human or veterinary use, including prescription and non- prescription (over-the-counter) drugs as well as vitamins and nutritional products. COLD PACKS: Re-usable liquid or gel packs commonly used to keep food cool in portable coolers, or as a cold compress to alleviate the pain of minor injuries. Packs may be either flexible or rigid. OTHER HAZARDOUS: Items and materials not fitting into any of the other hazardous categories but which meet California’s hazardous waste characteristic descriptions for ignitability, corrosivity, reactivity, or toxicity. Includes lab chemicals, solvents (paint thinner, nail polish & nail polish remover), mercury thermometers & thermostats, adhesives, glues, fuel, non-empty and pressurized gas canisters and cylinders, antifreeze, asbestos containing material, ammunition, writing and printing ink, hair dye. Does NOT typically include cosmetics or personal care products. Does NOT include empty containers 5 gallons in size and smaller which previously contained a hazardous material. CONSTRUCTION AND DEMOLITION DEBRIS CLEAN WOOD: Unpainted, untreated, new or demolition dimensional lumber (milled lumber commonly used in construction), pallets and crates (whole or broken), packaging panelboard and sawdust. Includes wood with small amounts of paint (such as 2 x 4s with painted ends), nails and other contaminants. CLEAN ENGINEERED WOOD: means unpainted new or demolition scrap from sheeted goods such as plywood, particleboard, wafer board, oriented strand board, and other residual materials used for sheathing and related construction uses. May contain nails or other trace contaminants. PAINTED WOOD: Painted, stained, varnished or shellacked lumber and wood products from construction or demolition, and assembled items with minimal fasteners or glue. TREATED WOOD: Wood treated with a chemical preservative for protection against pests and environmental conditions. Includes dimensional lumber treated with creosote, arsenic, chromium, copper, or pentachlorophenol – typically identified by “staple marks” by which chemical was injected into the wood, a characteristic green or dark brown color, and/or presence of obvious crystals. Does NOT include painted or stained wood. INERTS: Concrete (building foundations, sidewalk paving and cinder blocks), cement mix, asphalt, brick, clay roofing, ceramic or porcelain (toilets, sinks, tile and some dishware), rock, gravel, soil and sand with minimal organic contamination. Includes concrete containing steel mesh and/or reinforcement bars (rebar). CLEAN GYPSUM: Calcium sulfate dehydrate sandwiched between layers of kraft-type paper. Includes unpainted and untreated, new or old, broken or whole sheets of drywall, sheetrock, wallboard, plasterboard (without plaster), gypboard or gyproc. Excludes exterior or roof paneling that is gypsum sandwiched between fiberglass-reinforced coatings. PAINTED GYPSUM: Used or demolition gypsum drywall that has been painted, treated or plastered. Includes exterior paneling that is gypsum sandwiched between fiberglass-reinforced coatings. ROOFING: Asphalt shingles, built-up roof membranes, other asphaltic roofing membranes, single-ply roofing membranes, roof paneling that is gypsum sandwiched between fiberglass-reinforced coatings, contaminated wood shingles, contaminated clay roofing, and contaminated metal roofing (if clean put in respective wood, inerts, or metal category), etc. Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 47 Packet Pg. 171 of 342 Professional Services Rev. Oct 16,2024 Page 43 of 43 C&D GLASS: Includes glass used for construction purposes, like window panes, sliding doors, and architectural glass. CARPET: Flooring applications of various natural (e.g., wool) or synthetic (e.g., nylon) fibers typically bonded to some type of backing material. Includes other soft floor coverings such as synthetic turf. Also includes carpet padding, commonly made of urethane foam, but could be felt from jute, hair, or other synthetic materials, such as recycled carpet fibers, and coated with latex or other resin. FIBERGLASS INSULATION: Fiberglass building and mechanical insulation, batts, or rigid. OTHER C&D: materials commonly used in residential and commercial construction that cannot be put in any other type. This type may include items from different types combined, which would be very hard to separate. Examples include Includes wood with significant metal, concrete, drywall, or other contaminants, such as substantial glue or binders in plywood, particleboard, wafer board or oriented strand board. OTHER MATERIALS MATTRESSES: Mattresses, box springs and platforms, but not frames. Includes futons, foam and contour mattresses, and infant and pet beds. FURNITURE: Mixed-material furniture such as upholstered chairs and couches. Furniture made purely of one material, such as plastic or metal, would be categorized as that material. TIRES & RUBBER: Vehicle (including scooters, bicycles, lawn mowers, etc.) tires and tubes of all types. Finished products and scrap made of natural or synthetic rubber, such as bath mats, rubber hoses, rubber bands and foam rubber. TEXTILES & LEATHER: Items made of thread, yarn, fabric, or cloth from natural or synthetic materials such as cotton, wool, silk, nylon, rayon or polyester. Includes clothes, fabric trimmings, curtains, drapes, and linens. Also includes real and synthetic leather shoes, handbags, belts, scraps, etc. Does not include mattresses, furniture or carpet & upholstery. NON-METAL APPLIANCES: Multi-material electric analog (not digital, no chips) appliances, primarily plastic, such as old toasters, power tools, curling irons, light fixtures, clocks and dial telephones FINES: Mixed inert (soil, sand, grit, ash) and non-inert (small bits of wood and other organics) materials smaller than 2” in diameter, sometimes from a sorting line or sweepings. OTHER MATERIALS: All remaining, generally multi-material composite or indistinct items not elsewhere defined. Examples include whole filtered cigarettes and cigarette butts, dryer lint, and personal care products (shampoo, cosmetics, soaps, toothpaste, etc.). EDIBLE RECOVERABLE FOOD: Food the appears to be in good non-spoiled condition maybe slightly bruised or ill-formed such as unpackaged fruit and vegetables; packaged fruits and vegetables which do not appear spoiled which may or may not be past sell-by date; frozen foods which appear to not be spoiled but may or may not be past their sell-by date; prepared food which appears to be edible not spoiled or rotten. REUSABLE MATERIALS: Furniture, appliances, carpet, rugs, and other bulky items and household goods that are unbroken and suitable for reuse. Docusign Envelope ID: B0AC5F33-A10B-86DF-836E-CC9CBEB6BDE4 Item 9 Attachment A - Cascadia Consulting Group, Inc., Contract #C27197334 Item 9: Staff Report Pg. 48 Packet Pg. 172 of 342 City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Utilities Meeting Date: September 28, 2026 Report #:2607-6560 TITLE Approval of Contract Amendment Number 2 to Contract C21181846 with CAD Masters, Inc. in the Amount of $420,000 for a total not to exceed $2,370,000 for Continued Support of Utility Engineering Systems and Applications through August 2, 2029 (a total of 8 years); CEQA Status: Not a Project Under CEQA Guidelines Section 15378 RECOMMENDATION Staff recommends that the City Council authorize the City Manager to execute Amendment No. 2 to Contract No. C21181846 with CAD Masters, Inc., extending the term of the contract through August 2, 2029, and increasing the contract authority by an additional $420,000, for a revised not-to-exceed amount of $2,370,000. EXECUTIVE SUMMARY The Utilities Department requests approval of Amendment No. 2 to extend the existing professional services agreement with CAD Masters, Inc. through August 2, 2029, under a reduced scope of work. CAD Masters developed several of the City's custom utility applications and engineering workflows, including Service Order Generation (SOGEN), DWG Generation (DWGGEN), and Electrical Equipment Maintenance (EEM), and possesses extensive institutional knowledge of the City's utility engineering systems, software architecture, and business processes. Transitioning these services to another consultant would require significant time, cost, and operational risk. Due to the ongoing transition from Autodesk AutoCAD Map 3D Enterprise (AME) to Esri ArcGIS Pro, the scope of services has significantly decreased. However, continued support remains critical for AutoCAD Civil 3D design work and for maintaining the SOGEN system, which is essential for daily utility operations and development services. Extending the existing relationship avoids operational risk, ensures continuity during a major system transition, and reflects prudent fiscal management by reducing the scope of work and annual contract authority from $390,000 to $140,000. Item 10 Item 10 Staff Report Item 10: Staff Report Pg. 1 Packet Pg. 173 of 342 BACKGROUND 1 The 2021 agreement was originally scheduled to expire on June 30, 2026. Amendment No. 1 subsequently extended the agreement by six months, through December 31, 2026, without increasing the contract amount. The annual authorization has varied under the successive agreements: $300,000 annually under the 2011 extension, $500,000 annually under the 2016 agreement, and $390,000 annually under the current 2021 agreement. Actual expenditures under the current agreement have averaged approximately $120,000 annually over the past five years, with expenditures reaching approximately $148,000 in one year, reflecting the City’s use of these services on an as-needed basis. The City’s technology environment has evolved significantly, particularly with the migration to Esri ArcGIS Pro that is currently underway. As a result, Utilities reevaluated its long-term consulting needs and determined that a significantly reduced scope of services is sufficient to support ongoing operations during the transition. Based on anticipated migration and workflow-replacement activities, Utilities determined that an annual authorization of $140,000 over the proposed extension period would provide sufficient capacity while remaining substantially below the $390,000 annual authorization under the current agreement. ANALYSIS Technology Transition and Reduced Scope The City is currently transitioning from Autodesk AutoCAD Map 3D Enterprise (AME) to Esri ArcGIS Pro as the primary platform for utility mapping and asset management. The migration is expected to be substantially completed by the end of February 2027. Following the migration, staff will begin using ArcGIS Pro for day-to-day operations, while Utilities and IT continue supporting user adoption, workflow refinement, and post-implementation support. 1 City Council, May 17, 2021, Agenda Item No. 5, Staff Report No. 12082: https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=2258&dbid=0&repo=PaloAlto Item 10 Item 10 Staff Report Item 10: Staff Report Pg. 2 Packet Pg. 174 of 342 As a result, a substantial portion of CAD Masters’ previous scope, particularly AME-related support, is no longer required. Future service needs are expected to be significantly reduced. Ongoing Critical Support Needs 1. AutoCAD Civil 3D Design Support Utilities Engineering continues to use AutoCAD Civil 3D for Capital Improvement Program (CIP) projects, including pipeline replacement and rehabilitation. CAD Masters’ familiarity with City standards enables efficient support without additional onboarding or training. 2. Service Order Generation (SOGEN) System CAD Masters developed the custom SOGEN system to support the City's utility operations. SOGEN is a tool used to generate and track service orders, support maintenance and repairs, and coordinate work between Engineering and Operations. SOGEN also supports the WGW Development Services program by tracking utility-related work tied to private development permits and coordinating field operations. Disruption to SOGEN would impact operations, development coordination, customer service, and revenue. Rationale for Amendment of Current Contract Staff recommends amending the current contract rather than issuing a new RFP because the remaining services involve support of custom utility applications, specialized engineering workflows, and systems that are to be reviewed for standardization and scalability with current day best practices during this extension period. Conducting a competitive procurement at this time would provide limited value while increasing operational risk while system transition for GIS is ongoing and review of long term replacement of legacy systems is active. FISCAL/RESOURCE IMPACT Item 10 Item 10 Staff Report Item 10: Staff Report Pg. 3 Packet Pg. 175 of 342 STAKEHOLDER ENGAGEMENT ENVIRONMENTAL REVIEW ATTACHMENTS APPROVED BY: Item 10 Item 10 Staff Report Item 10: Staff Report Pg. 4 Packet Pg. 176 of 342 Vers.: Aug. 5, 2019 Page 1 of 10 AMENDMENT NO. 2 TO CONTRACT NO. C21181846 BETWEEN THE CITY OF PALO ALTO AND CAD MASTERS, INC. This Amendment No. 2 (this “Amendment”) to Contract No. C21181846 (the “Contract” as defined below) is entered into as of August 3, 2026 by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and CAD MASTERS, INC., a California corporation, located at 201 North Civic Drive, Suite 182, Walnut Creek, CA 94596 (“CONSULTANT ”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment. R E C I T A L S A. The Contract (as defined below) was entered into by and between the Parties hereto for the development, support, and maintenance of the City’s Enterprise Geographical Information System (GIS) asset management database (the “Project”) and desires to engage a consultant to provide these services in connection with the Project, as detailed therein. B. The Parties now wish to amend the Contract to update the software products and services provided under the Contract to reflect current practices, increase compensation by Four Hundred Twenty Thousand Dollars ($420,000), from One Million Nine Hundred Fifty Thousand Dollars ($1,950,000) to a new total not-to-exceed amount of Two Million Three Hundred Seventy Thousand Dollars ($2,370,000), increase the current rates as set forth in Exhibit C-1, and extend the term through August 2, 2029. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree: SECTION 1. Definitions. The following definitions shall apply to this Amendment: a. Contract. The term “Contract” shall mean Contract No. C21181846 between CONSULTANT and CITY, dated July 1, 2021, as amended by: Amendment No. 1, dated June 1, 2026 b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 2 “TERM” of the Contract is hereby amended to read as follows: “The term of this Agreement shall be from the date of its full execution through August 2, 2029, unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.” SECTION 3. Section 4 “NOT TO EXCEED COMPENSATION” of the Contract is hereby amended to read as follows: Docusign Envelope ID: 74CF9C41-1ED4-8A42-8238-AB605FE11D49 Item 10 Attachment A - Amendment No. 2 to Contract No. C21181846 Item 10: Staff Report Pg. 5 Packet Pg. 177 of 342 Vers.: Aug. 5, 2019 Page 2 of 10 “The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Two Million Three Hundred Seventy Thousand Dollars ($2,370,000). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.” SECTION 4. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference: a. Exhibit “A” entitled “SCOPE OF SERVICES”, AMENDED, REPLACES PREVIOUS b. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE”, AMENDED, REPLACES PREVIOUS c. Exhibit “C” entitled “COMPENSATION”, AMENDED, REPLACES PREVIOUS d. Exhibit “C-1” entitled “SCHEDULE OF RATES”, AMENDED, REPLACES PREVIOUS SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 6. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) Docusign Envelope ID: 74CF9C41-1ED4-8A42-8238-AB605FE11D49 Item 10 Attachment A - Amendment No. 2 to Contract No. C21181846 Item 10: Staff Report Pg. 6 Packet Pg. 178 of 342 Vers.: Aug. 5, 2019 Page 3 of 10 SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written. CITY OF PALO ALTO _____________________________ City Manager APPROVED AS TO FORM: _____________________________ City Attorney or designee CAD MASTERS, INC. By:______________________________ Name:___________________________ Title:____________________________ Attachments: Exhibit “A” entitled “SCOPE OF SERVICES”, AMENDED, REPLACES PREVIOUS Exhibit “B” entitled “SCHEDULE OF PERFORMANCE”, AMENDED, REPLACES PREVIOUS Exhibit “C” entitled “COMPENSATION”, AMENDED, REPLACES PREVIOUS Exhibit “C-1” entitled “SCHEDULE OF RATES”, AMENDED, REPLACES PREVIOUS Docusign Envelope ID: 74CF9C41-1ED4-8A42-8238-AB605FE11D49 Drew Burgasser Vice-President Item 10 Attachment A - Amendment No. 2 to Contract No. C21181846 Item 10: Staff Report Pg. 7 Packet Pg. 179 of 342 Vers.: Aug. 5, 2019 Page 4 of 10 EXHIBIT A SCOPE OF SERVICESAMENDMENT NO. 2 (AMENDED, REPLACES PREVIOUS) BACKGROUND INFORMATION (DATA ENGINES AND EXISTING APPLICATIONS): Database Engines: • Oracle • Microsoft SQL Server • Microsoft Access (for maintenance of legacy applications) Primary Software Applications: • Autodesk AutoCAD Civil 3D • Autodesk Utility Design (AUD) • ArcGIS / ArcGIS Pro Custom Applications: • Electric data model (Oracle) • 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 GIS Map Locator (custom Google Maps interface on top of AutoCAD) • FME workspaces for import from and export to SAP, ESRI SHP, DWG, and Excel • Transformer Purchasing DB data export SAP data import and export SCOPE OF WORK (including but not limited to the following items): 1. User Support and Maintenance of Existing Applications and Workflows 1.1 SQL Server Database Administrator (DBA) • Install and configure Oracle software • Configure and monitor data backups • Troubleshoot performance issues 1.2 Service Order Generation • Write, configure, and monitor Service Order Generation (SOGEN) software • Provide programming and support for mobile SOGEN Docusign Envelope ID: 74CF9C41-1ED4-8A42-8238-AB605FE11D49 Item 10 Attachment A - Amendment No. 2 to Contract No. C21181846 Item 10: Staff Report Pg. 8 Packet Pg. 180 of 342 Vers.: Aug. 5, 2019 Page 5 of 10 1.3 Automated Utility Design • Install and configure software and upgrades, provide training, and troubleshoot problems; assist IT when necessary • Provide customization services for import/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 1.4 Electric Equipment Management (EEM) Database • Write, configure, and monitor database (Oracle) and front-end application (EEM) for electric equipment maintenance 2. Data Synchronization, Import, and Export • Configure and support FME workspaces for export to ESRI SHP, AutoCAD DWG, Excel, and ArcGIS maps • Write, configure, and monitor software to import SAP utility meter data (installation numbers) • Configure and support FME workspaces to import SAP consumption data (via a middleware Excel file) for any desired utility 3. GIS and Engineering Drawing Support • Provide technical support for ArcGIS and ArcGIS Pro for WGW Engineering and Operations users • Assist with creation and maintenance of WGW utility system maps in ArcGIS Pro for engineering analysis, operations planning, and paper map production • Configure and assist with ArcGIS queries, map layers, and attribute searches to support user workflows • Assist with creation and maintenance of AutoCAD Civil 3D drawings to support WGW Engineering design and construction drawing development • Provide support for data exchange between GIS, AutoCAD Civil 3D, and other engineering systems used by WGW Engineering Docusign Envelope ID: 74CF9C41-1ED4-8A42-8238-AB605FE11D49 Item 10 Attachment A - Amendment No. 2 to Contract No. C21181846 Item 10: Staff Report Pg. 9 Packet Pg. 181 of 342 Vers.: Aug. 5, 2019 Page 6 of 10 EXHIBIT B SCHEDULE OF PERFORMANCE AMENDMENT NO. 2 (AMENDED, REPLACES PREVIOUS) 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 (“NTP”) from the CITY. Milestones Completion Number of Days/Weeks (as specified below) from NTP Docusign Envelope ID: 74CF9C41-1ED4-8A42-8238-AB605FE11D49 Item 10 Attachment A - Amendment No. 2 to Contract No. C21181846 Item 10: Staff Report Pg. 10 Packet Pg. 182 of 342 Vers.: Aug. 5, 2019 Page 7 of 10 EXHIBIT C COMPENSATION AMENDMENT NO. 2 (AMENDED, REPLACES PREVIOUS) CITY agrees to compensate CONSULTANT for the Services performed in accordance with the terms and conditions of this Agreement, including Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4 of the Agreement), based on the hourly rate schedule attached as Exhibit C-1. The compensation to be paid to CONSULTANT under this Agreement for all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. TASK DESCRIPTIONS Estimated Annual Budget: 3 Year Contract Total: Install and configure Oracle software; configure and monitor backups; and troubleshoot database performance issues. Task 1.2 – Service Order Generation (SOGEN) Write, configure, and monitor SOGEN software; provide programming and support for mobile SOGEN. Task 1.3 – Automated Utility Design Support (SAP / Reporting / Data Automation) Install and configure software and upgrades; provide training and troubleshooting; assist IT as needed; develop customizations for SAP integration including material catalog price updates and work order data export to Excel. Task 1.4 – Electric Equipment Management (EEM) Database Write, configure, and monitor Oracle database and front-end application for electric equipment maintenance. Task 1.5 – ArcGIS and Engineering Application Support and maintenance; support queries, layers, and attribute workflows; and support AutoCAD Civil 3D drawings and data exchange with GIS and other systems. Docusign Envelope ID: 74CF9C41-1ED4-8A42-8238-AB605FE11D49 Item 10 Attachment A - Amendment No. 2 to Contract No. C21181846 Item 10: Staff Report Pg. 11 Packet Pg. 183 of 342 Vers.: Aug. 5, 2019 Page 8 of 10 Category 2 – Data Synchronization, Import and Export $30,000 $90,000 Task 2.1 – FME Data Export Workflows Configure and support FME workspaces for exporting data to ESRI SHP, AutoCAD DWG, Excel, and ArcGIS formats. Task 2.2 – SAP Utility Meter Data Import Write, configure, and monitor software to import SAP utility meter data (installation numbers). Task 2.3 – SAP Consumption Data Import Configure and support FME workspaces to import SAP consumption data via middleware (Excel or similar formats) for any utility. Category 3 – Application Development, Data Integration, and GIS Enhancements $40,000 $120,000 Develop new applications, scripts, and workflows to support utility engineering, operations, and data management needs. Task 3.2 – Data Integration and Expansion Incorporate new datasets and expand existing data structures within GIS and related systems to support engineering analysis, operations planning, and reporting. Task 3.3 – GIS Data Access and Usability Enhancements Enhance access to GIS data through improvements to map layers, queries, Total: $140,000 $420,000 REIMBURSABLE EXPENSES CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative support time/overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in-house printing, insurance and other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder. Reimbursable expenses, if any are specified as reimbursable under this section, will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are: NONE up to the not-to-exceed amount of: $0.00. Docusign Envelope ID: 74CF9C41-1ED4-8A42-8238-AB605FE11D49 Item 10 Attachment A - Amendment No. 2 to Contract No. C21181846 Item 10: Staff Report Pg. 12 Packet Pg. 184 of 342 Vers.: Aug. 5, 2019 Page 9 of 10 A. Travel outside the San Francisco Bay Area, including transportation and meals, if specified as reimbursable, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses. B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges, if specified as reimbursable, will be reimbursed at actual cost. All requests for reimbursement of expenses, if any are specified as reimbursable under this section, shall be accompanied by appropriate backup documentation and information. Docusign Envelope ID: 74CF9C41-1ED4-8A42-8238-AB605FE11D49 Item 10 Attachment A - Amendment No. 2 to Contract No. C21181846 Item 10: Staff Report Pg. 13 Packet Pg. 185 of 342 Vers.: Aug. 5, 2019 Page 10 of 10 EXHIBIT C-1 SCHEDULE OF RATES AMENDMENT NO. 2 (AMENDED, REPLACES PREVIOUS) CONSULTANT’s schedule of rates is as follows: Junior Engineer: $ 175 per hour Project Engineer: $ 210 per hour Senior Engineer: $ 240 per hour Docusign Envelope ID: 74CF9C41-1ED4-8A42-8238-AB605FE11D49 Item 10 Attachment A - Amendment No. 2 to Contract No. C21181846 Item 10: Staff Report Pg. 14 Packet Pg. 186 of 342 City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Public Works Meeting Date: September 28, 2026 Report #:2607-6599 TITLE Approval of Amendment No. 4 to Contract No. C20176877 with Schaaf & Wheeler Consulting Civil Engineers to Extend the Contract Term Through June 30, 2027 for the Corporation Way System Upgrades and Pump Station (SD-21000), West Bayshore Road Pump Station (SD-20000), and West Bayshore Trunk Line Improvements (SD-23000) Projects; CEQA Status - Exempt Under CEQA Guidelines Section 15301 RECOMMENDATION Staff recommends that the City Council approve and authorize the City Manager or their designee to execute Amendment No. 4 to Contract No. C20176877 with Schaaf & Wheeler Consulting Civil Engineers. This amendment extends the Contract term through June 30, 2027, with no changes to the contract scope or not-to-exceed amount for the Corporation Way System Upgrades and Pump Station (SD-21000), West Bayshore Road Pump Station (SD-20000), and West Bayshore Road Trunk Line Improvements (SD-23000) projects. BACKGROUND The Corporation Way System Upgrades and Pump Station, West Bayshore Road Pump Station, and West Bayshore Road Trunk Line Improvements projects are three of the highest-priority storm drain projects identified in the City's 2015 Storm Drain Master Plan. Design contract C20176877 was awarded to Schaaf & Wheeler Consulting Civil Engineers (Schaaf & Wheeler) on June 15, 2020.1 The original contract had a four-year term that extended to May 30, 2024. Due to the time required to secure easements within private properties and obtain project entitlement and building permit approvals, the contract was extended to November 30, 2024 by Amendment No. 1.2 Amendment No. 2 updated the contract rate schedule and extended the 1 City Council, June 15, 2020; Agenda Item #2; SR # 100992 https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=80673&dbid=0&repo=PaloAlto 2 Schaaf & Wheeler Consulting Civil Engineers for Professional Services C20176877 Amendment No.1 Item 11 Item 11 Staff Report Item 11: Staff Report Pg. 1 Packet Pg. 187 of 342 term to February 28, 2026.5 Due to delays in bidding, Amendment No. 3 extended the contract term to August 28, 2026.6 ANALYSIS FISCAL/RESOURCE IMPACT STAKEHOLDER ENGAGEMENT ENVIRONMENTAL REVIEW ATTACHMENTS APPROVED BY: 5 5 City Council, December 02, 2024; Agenda Item # 13; SR # 2410-3606 https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=83114&dbid=0&repo=PaloAlto&searchid=c5954d65 -6e89-4d24-95f2-4ec785fa1eb4 6 Schaaf & Wheeler Consulting Civil Engineers for Professional Services C20176877 Amendment No. 3 Item 11 Item 11 Staff Report Item 11: Staff Report Pg. 2 Packet Pg. 188 of 342 Vers.: Aug. 5, 2019 Page 1 of 4 AMENDMENT NO. 4 TO CONTRACT NO. C20176877 BETWEEN THE CITY OF PALO ALTO AND SCHAAF & WHEELER, CONSULTING CIVIL ENGINEERS This Amendment No. 4 (this “Amendment”) to Contract No. C20176877 (the “Contract” as defined below) is entered into as of August 26, 2026, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and SCHAAF & WHEELER, CONSULTING CIVIL ENGINEERS, a California Corporation, located at 4699 Old Ironsides Drive (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment. R E C I T A L S A. The Contract (as defined below) was entered into by and between the Parties provide engineering design, analysis, planning and construction management support in connection with the Corporation Way System Upgrades and Pump Station and West Bayshore Road Pump Station and Trunk Line Improvement Project, as detailed therein. B. The Parties now wish to amend the Contract in order to extend the term of the contract. NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree: SECTION 1. Definitions. The following definitions shall apply to this Amendment: a. Contract. The term “Contract” shall mean Contract No. C20176877 between CONSULTANT and CITY, dated June 15, 2020, as amended by: Amendment No.1, dated March 11, 2024 Amendment No.2, dated November 24, 2024 Amendment No. 3 dated February 16, 2026 b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract. SECTION 2. Section 2 “TERM” of the Contract is hereby amended to read as follows: “The Term of the Agreement shall be from the date of its full execution through June 30, 2027, unless terminated earlier pursuant to Section 19 of this Agreement.” SECTION 3. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference: Docusign Envelope ID: B46375EB-6D48-8B73-8065-E894259DD7DA Item 11 Attachment A - Schaaf & Wheeler Consulting Civil Engineers, Contract C20176877, Amendment No.4 Item 11: Staff Report Pg. 3 Packet Pg. 189 of 342 Vers.: Aug. 5, 2019 Page 2 of 4 a. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT NO. 4”, AMENDED, REPLACES PREVIOUS. SECTION 4. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect. SECTION 5. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.) Docusign Envelope ID: B46375EB-6D48-8B73-8065-E894259DD7DA Item 11 Attachment A - Schaaf & Wheeler Consulting Civil Engineers, Contract C20176877, Amendment No.4 Item 11: Staff Report Pg. 4 Packet Pg. 190 of 342 Vers.: Aug. 5, 2019 Page 3 of 4 SIGNATURES OF THE PARTIES IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written. CITY OF PALO ALTO City Manager APPROVED AS TO FORM: City Attorney or designee SCHAAF & WHEELER, CONSULTING CIVIL ENGINEERS Officer 1 By: Name: Charles D. Anderson Title: President Officer 2 By: Name: Glen Anderson Title: Vice President Attachments: EXHIBIT “B” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT NO. 4”, AMENDED, REPLACES PREVIOUS. Docusign Envelope ID: B46375EB-6D48-8B73-8065-E894259DD7DA Item 11 Attachment A - Schaaf & Wheeler Consulting Civil Engineers, Contract C20176877, Amendment No.4 Item 11: Staff Report Pg. 5 Packet Pg. 191 of 342 Vers.: Aug. 5, 2019 Page 4 of 4 EXHIBIT “B” SCHEDULE OF PERFORMANCE, AMENDMENT NO. 4 (AMENDED, REPLACES PREVIOUS) CONSULTANT shall perform the Services to complete each milestone within the number of weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. The order for Construction Administration Services, Task H-1, H-2 and H-3 may be changed at City’s discretion. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the Notice To Proceed (“NTP”). Task/Milestones Completion Date(s) A. Preliminary Design Completed B. Final Design Completed C. Cost Estimate Completed D. Meetings Completed E. Work Product Submittal Completed F. Construction Documents Completed G. Regulatory & City Permits Completed H. Construction Administration Services H-1 Corporation Way System Upgrades and Pump Station June 30, 2027 H-2 West Bayshore Road Pump Station Improvement June 30, 2027 H-3 West Bayshore Trunk Line Improvement June 30, 2027 Docusign Envelope ID: B46375EB-6D48-8B73-8065-E894259DD7DA Item 11 Attachment A - Schaaf & Wheeler Consulting Civil Engineers, Contract C20176877, Amendment No.4 Item 11: Staff Report Pg. 6 Packet Pg. 192 of 342 1 0 3 2 7 Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Planning and Development Services Meeting Date: September 28, 2026 Report #: 2607-6561 TITLE 706 Cowper Street [26PLN-00144]. Council Preliminary Review for Comprehensive Plan Land Use Plan Map Amendment to Allow an Approximately 400 Square Foot Commercial Addition to a Category 1 Historic Resource in the Multiple-Family Residential Land Use Designation. CEQA Status: Not a Project. RECOMMENDATION Staff recommends Council acknowledge and accept staff response to the Preliminary Review application for a Comprehensive Plan Map Amendment to allow a minor expansion of commercial floor area in a residential land use designation. EXECUTIVE SUMMARY The applicant requests a Preliminary Review application to change the Comprehensive Plan land use designation for the site from Multiple-Family Residential to a designation that permits office use. This, in turn, would facilitate an approximately 400 square foot expansion to an existing office use permitted under a 1970s Planned Community (PC) ordinance (Attachment D). The project includes a new two-story addition, seismic and historic rehabilitation of an existing Category 1 historic structure. A project of this minor nature would normally be approved at a staff level pursuant to Palo Alto Municipal Code (PAMC) Section 18.76.020(b)(3)(E). This prescreening is required, however, in accordance with PAMC Section 18.79.030(A), because staff identified the need to amend the City’s Comprehensive Plan. Due to the minor nature of the subject application, this item is placed on the consent calendar as an efficient approach authorized pursuant to PAMC 18.79.050(a), which gives the City Council broad discretion in the manner in which to conduct the review. Receipt and review of the Preliminary Review application on the consent calendar paves the way for the applicant to file a formal application. If desired, individual Councilmembers could provide feedback under Councilmember comments or when approving the consent calendar. If three or more Item 12 Item 12 Staff Report Item 12: Staff Report Pg. 1 Packet Pg. 193 of 342 1 0 3 2 7 Councilmembers are interested in pulling the item from the consent calendar for discussion, staff will be prepared to support that discussion on the same evening. BACKGROUND Item 12 Item 12 Staff Report Item 12: Staff Report Pg. 2 Packet Pg. 194 of 342 1 0 3 2 7 and repair of exterior wood elements such as porch railings, columns, decking, ceilings, siding, cornices, and window and door casings and surrounds. ANALYSIS Policy L-7.1 encourages the public and private upkeep and preservation of resources with historic merit. Policy L-7.9 specifically allows compatible nonconforming uses to continue for the life of historic buildings, recognizing that continued use can support the long-term preservation and maintenance of historic resources. Policy L-7.10 supports the preservation of significant historic resources while allowing them to be adapted to contemporary needs consistent with the Secretary of the Interior’s Standards for Rehabilitation. Policy C-1.7 encourages public access to privately owned open spaces and facilities for community meetings and events. Item 12 Item 12 Staff Report Item 12: Staff Report Pg. 3 Packet Pg. 195 of 342 1 0 3 2 7 conformance with ADA and green building code requirements for accessibility and efficiency, and restore some of the original historic features. The project would also provide a new privately owned public open space, consistent with the Comprehensive Plan’s encouragement for increased public access to open spaces. The existing 11 parking spaces would be reduced to 9 spaces, including two EV spaces. The floor area for the site would increase by approximately 400 square feet. A historic preservation covenant would be requested to ensure future development complies with the Secretary of the Interior’s Standards for Rehabilitation. 1 Based on the conceptual plans, the proposed addition appears consistent with these criteria, subject to review of the formal project plans. 1 PAMC Section 18.76.020(b)(3)(E): the term "minor" means a change that is of little visual significance, does not materially alter the appearance of previously approved improvements, is not proposed for the use of the land in question, and does not alter the character of the structure involved. If the cumulative effect of multiple minor changes would result in a major change, a new application for Architectural Review approval of a major project, Site and Design approval, Planned Community District approval, or other applicable approval is required. Item 12 Item 12 Staff Report Item 12: Staff Report Pg. 4 Packet Pg. 196 of 342 1 0 3 2 7 Existing Rear Elevation (South): Proposed Rear Elevation (South): : Historic Resource 706 Cowper Street is listed as a Category 1 (“Exceptional Building”) historic resource on the City’s Historic Inventory. Category 1 resources are buildings of preeminent national or state importance, meritorious works by notable architects, or outstanding examples of architectural development, and are subject to historic preservation project review. The property is also listed on the National Register of Historic Places. Despite the property being a listed historic resource, Item 12 Item 12 Staff Report Item 12: Staff Report Pg. 5 Packet Pg. 197 of 342 1 0 3 2 7 it is not currently eligible to participate in the Transfer of Development Rights (TDR) program. The property is located outside the boundaries of the Downtown Commercial (CD) District, and the ordinance establishing the Planned Community (PC) zoning district did not authorize the use of transferable development rights on the site. 3 As part of a formal application, the owner has indicated an interest 3 The Walking Tour of Palo Alto’s Privately Owned Public Open Spaces was supported in part by the ArtLift Grants Program through the City of Palo Alto Public Art Program. More information about this event is available online: https://www.paloalto.gov/Events-Directory/Community-Services/Walking-Tour-of-Palo-Alto%E2%80%99s- Privately-Owned-Public-Open-Spaces Item 12 Item 12 Staff Report Item 12: Staff Report Pg. 6 Packet Pg. 198 of 342 1 0 3 2 7 in memorializing this benefit to include a management and maintenance plan that would address responsibilities related to access, maintenance, litter and other measures associated with the publicly accessible space. Public access to the property in the manner described by the applicant is not currently a planned community benefit associated with the current PC ordinance. POLICY IMPLICATIONS Preliminary Review are intended to solicit early feedback on proposed projects and, like all study sessions, cannot result in any formal action. If accepted on the consent calendar, the Council is acknowledging the applicant’s intent to file a Comprehensive Plan amendment to advance the conceptual project. If a formal application is submitted, additional analysis would be required to evaluate the proposed public space and potential impacts to historic resources. FISCAL/RESOURCE IMPACT STAKEHOLDER ENGAGEMENT ENVIRONMENTAL REVIEW Item 12 Item 12 Staff Report Item 12: Staff Report Pg. 7 Packet Pg. 199 of 342 1 0 3 2 7 ATTACHMENTS APPROVED BY: Item 12 Item 12 Staff Report Item 12: Staff Report Pg. 8 Packet Pg. 200 of 342 Downing_House Waverley Surgery_Center Select Physical Therapy Cedar Terraces_Condominiu Rose Lane Apts. Cowper_Inn 250.0' 50.0' 200.0' 50.0'50.0' 100.0' 250.0' 50.0' 200.0' 50.0'50.0' 100.0' 250.0' 50.0' 200.0' 50.0'50.0' 100.0' 250.0' 50.0' 200.0' 50.0'50.0' 100.0' 250.0' 50.0' 200.0' 50.0'50.0' 100.0' 250.0' 50.0' 200.0' 50.0'50.0' 100.0' 250.0' 50.0' 200.0' 50.0'50.0' 100.0' 1 52.3' ' 200.0' 200.0' 90.0' 150.0' 110.0' 50.0' 50.0' 100.0' 50.0' 150.0' 50.0' 150.0' 50.0' 150.0' 100.0' 150.0' 100.0' 150.0' 150.0' 60.0' 150.0' 60.0' 150.0' 90.0' 150.0' 90.0' 200.0' 50.0' 200.0' 50.0' 200.0' 50.0' 200.0' .' 200.0' 50.0' 200.0' 130.0' 50.0' 130.0' 75.0' 134.0' 75.0' 134.0' 75.0' 134.0' 75.0' 134.0' 50.0' 134.0' 50.0' 134.0'50.0' 134.0' 50.0' 134.0'50.0' 134.0' 50.0' 134.0' 100.0' 84.0'100.0' 84.0' 100.0' 50.0' 100.0' 50.0' 150.0' 50.0' 150.0' 50.0' 150.0' 50.0' 150.0' 50.0' 200.0' 100.0' 100.0' 25.0' 100.0' 125.0' 100.0' 25.0' 50.0' 150.0' 150.0' 125.0' 50.0' 150.0' 50.0'200.0' 50.0' 200.0' .0' 200.0' 100.0' 250.0' 50.0' 200.0' 50.0'50.0' 100.0' 250.0' 50.0' 200.0' 50.0'50.0' 100.0' 200.0' .0' 200.0' 100.0' 200.0' .0' 200.0' 100.0' 200.0' .0' 200.0' 100.0' 200.0' .0' 200.0' 100.0' 200.0' .0' 200.0' 100.0' 200.0' .0' 200.0' 100.0' 200.0' .0' 200.0' 100.0' 200.0' .0' 200.0' 100.0' 200.0' .0' 200.0' 100.0' 200.0' .0' 200.0' 100.0' 200.0' .0' 200.0' 100.0' 200.0' .0' 200.0' 100.0' 50.0' 150.0' 50.0' 150.0' 130.0' 143.0' 130.0' 143.0' 130.0' 143.0' 130.0' 143.0' 130.0' 143.0' 130.0' 143.0' 130.0' 143.0' 130.0' 143.0' 130.0' 143.0' 130.0' 143.0' 130.0' 143.0' 130.0' 143.0' 130.0' 143.0' 130.0' 143.0' 130.0' 143.0' 130.0' 143.0' 130.0' 143.0' 130.0' 143.0' 100.0' 140.0' 200.0' 140.0' 200.0' 140.0' 100.0' 250.0' 200.0' 200.0' 50.0' 200.0' 200.0' 50.0' 200. 3.0' 50.0' 150.0' 150.0' 60.0' 150.0' 60.0' 150.0' 60.0' 150.0' 60.0' 150.0' 60.0' 150.0' 60.0' 150.0' 60.0' 150.0' 60.0' 150.0' 60.0' 150.0' 60.0' 150.0' 60.0' 150.0' 60.0' 200.200.200.200.200.200.200.200. 59.0' 51.0' 51.0' 59.0' 150.0'150.0' 150.0' 150.0' 55.0' 459 611 701 725 745 425 430 446 455 483 501 532 457- 481 427-453 411-419 724-732 734-740 711 705 460 735 630 423 421 706 720 744 475 469 454 400 437435 439 441 443 445 447 449 457 455 451 453 669 675 681 536 534 544610 550 432 434 436 COWPER STREET FOREST AVENUE FOREST AVEN COWPER STREET HOMER AVENUE DOWNING LANE PC-3007 M-40 PC-2130 R PKG PKG This map is a product of the City of Palo Alto GIS This document is a graphic representation only of best available sources. Legend Project Site 0' 87' Attachment A Location Map 706 Cowper Street CITY OF PALO ALTO I NC O R P O R A TE D CALI FORNIA P a l o A l t o T h e C i t y o f APRI L 1 6 189 4 The City of Palo Alto assumes no responsibility for any errors ©1989 to 2016 City of Palo Alto sswitze, 2026-08-19 17:22:37 (\\cc-maps\Encompass\Admin\Personal\Planning.mdb) Item 12 Attachment A - Location Map Item 12: Staff Report Pg. 9 Packet Pg. 201 of 342 D: \ M A C Pr o j e c t \ D O W N I N G HO U S E \ 1 c . De s i g n \ 1 c . 4 Pl n g Re q t s & Ap p r o v a l \ P R E S C R E E N I N G SU B M I T T A L \ C 2 _ 7 0 6 C O W P E R _ P L A N . p l n D: \ M A C Pr o j e c t \ D O W N I N G HO U S E \ 1 c . De s i g n \ 1 c . 4 Pl n g Re q t s & Ap p r o v a l \ P R E S C R E E N I N G SU B M I T T A L \ C 2 _ 7 0 6 C O W P E R _ P L A N . p l n RENDERING: PROPOSED LANDSCPE w/EXISTING BUILDING PROJECT DESCRIPTION DOWNING HOUSE OFFICE REMODEL/ADDITION SAMSARA 628 Middlefield Road, Palo Alto CA 94301 COUNCIL PRE-SCREENING (Submittal) OWNER ARCHITECT Michael A. Chacon 135 Embarcadero Road, Palo Alto, CA 94301 Item 12 Attachment B - Applicant’s Description Letter Item 12: Staff Report Pg. 10 Packet Pg. 202 of 342 D: \ M A C Pr o j e c t \ D O W N I N G HO U S E \ 1 c . De s i g n \ 1 c . 4 Pl n g Re q t s & Ap p r o v a l \ P R E S C R E E N I N G SU B M I T T A L \ C 2 _ 7 0 6 C O W P E R _ P L A N . p l n D: \ M A C Pr o j e c t \ D O W N I N G HO U S E \ 1 c . De s i g n \ 1 c . 4 Pl n g Re q t s & Ap p r o v a l \ P R E S C R E E N I N G SU B M I T T A L \ C 2 _ 7 0 6 C O W P E R _ P L A N . p l n NORTH PROJECT ZONING/LOCATION Project Location: The project is located in the 'Downtown Commercial (CD) District with a PC overlay, and fronted by public strees on three sides: Cowper Street to the north, Forest Avenue to the west and Downing Lane to the south. Ordinance: Zoned CD-C(P). Required Setbacks: per PC-3007 Maximum Site Coverage: per PC-3007 Maximum Bldg Ht: per PC-3007 Maximum Floor Area: per PC-3007 This project proposes a modest rear and side L-shaped addition to an existing Category 1 Queen Anne Victorian in Palo Alto (built in 1894), rehabilitating the property for continued office use while preserving its historic character as a designated local landmark. The new floor area provides code‑compliant, functional workspace that allows the building to remain viable in contemporary professional use, consistent with the Secretary of the Interior’s Standards for Rehabilitation. PROJECT DESCRIPTION HISTORICAL CONTEXT Historic Context The existing building is a late‑19th‑century wood‑frame Queen Anne Victorian, a style noted in Palo Alto materials for its complex roof forms, asymmetrical massing, and prominent corner elements. As a Category 1 resource, the property is recognized as having the highest level of historic significance locally, and exterior changes are subject to review by the Historic Resources Board. Item 12 Attachment B - Applicant’s Description Letter Item 12: Staff Report Pg. 11 Packet Pg. 203 of 342 D: \ M A C Pr o j e c t \ D O W N I N G HO U S E \ 1 c . De s i g n \ 1 c . 4 Pl n g Re q t s & Ap p r o v a l \ P R E S C R E E N I N G SU B M I T T A L \ C 2 _ 7 0 6 C O W P E R _ P L A N . p l n D: \ M A C Pr o j e c t \ D O W N I N G HO U S E \ 1 c . De s i g n \ 1 c . 4 Pl n g Re q t s & Ap p r o v a l \ P R E S C R E E N I N G SU B M I T T A L \ C 2 _ 7 0 6 C O W P E R _ P L A N . p l n DESIGN APPROACH The addition is located on the rear and secondary side elevations, with limited visibility from the public way, to maintain the primacy of the historic street‑facing facades. Massing, ridge heights, and roof forms are calibrated to remain subordinate to the original Queen Anne volume while echoing its proportions and general vertical emphasis. The cladding, trim, and foundation treatment are drawn from the same family of painted wood materials as the landmark structure, but detailing, fenestration groupings, and glazing patterns are intentionally simplified to clearly differentiate the new work as a product of its own time, consistent with Standards 9 and 10. Preservation of Historic Fabric Work on the historic portion of the building is limited to repair and selective replacement in kind of deteriorated elements, following the hierarchy of preserving existing materials wherever feasible. Character‑defining features of the Queen Anne, including its primary roof forms, corner massing, and street‑facing ornament, are retained and remain visually dominant when viewed from the public realm. COMMINUTY BENEFIT AND PUBLIC VALUE In addition to preservation and adaptive reuse, the project provides a package of community benefits centered on public access, sustainability, and landscape education. These benefits include public access to a parklet area, installation of EV charging infrastructure, use of high- efficiency building systems, and creation of a garden area planted with indigenous species and accompanied by interpretive signage. The parklet will provide a publicly accessible outdoor amenity associated with the site, while the EV charging and efficient building systems will support cleaner transportation and improved environmental performance. The indigenous garden, envisioned as a small educational landscape similar in spirit to Gambrel Gardens, will offer informational signage about the plantings and their ecological value, extending the project’s benefit beyond the property itself. CONCLUSION Overall, the addition is designed to be compatible yet clearly differentiated in accordance with the Secretary of the Interior’s Standards, maintaining the landmark Queen Anne as the primary historic artifact on the site. By pairing carefully calibrated new construction with community‑oriented benefits and long‑term stewardship, the project supports the continued viability of a significant historic resource while contributing to the broader community goals identified in local policy documents. Item 12 Attachment B - Applicant’s Description Letter Item 12: Staff Report Pg. 12 Packet Pg. 204 of 342 D: \ M A C Pr o j e c t \ D O W N I N G HO U S E \ 1 c . De s i g n \ 1 c . 4 Pl n g Re q t s & Ap p r o v a l \ P R E S C R E E N I N G SU B M I T T A L \ C 2 _ 7 0 6 C O W P E R _ P L A N . p l n D: \ M A C Pr o j e c t \ D O W N I N G HO U S E \ 1 c . De s i g n \ 1 c . 4 Pl n g Re q t s & Ap p r o v a l \ P R E S C R E E N I N G SU B M I T T A L \ C 2 _ 7 0 6 C O W P E R _ P L A N . p l n (E) NORTH ELEV NORTH ELEV RENDER NORTH (COWPER ST PUBLIC VIEWING CORRIDOR) EXISTING & PROPOSED EXTERIOR ELEVATIONS Item 12 Attachment B - Applicant’s Description Letter Item 12: Staff Report Pg. 13 Packet Pg. 205 of 342 D: \ M A C Pr o j e c t \ D O W N I N G HO U S E \ 1 c . De s i g n \ 1 c . 4 Pl n g Re q t s & Ap p r o v a l \ P R E S C R E E N I N G SU B M I T T A L \ C 2 _ 7 0 6 C O W P E R _ P L A N . p l n D: \ M A C Pr o j e c t \ D O W N I N G HO U S E \ 1 c . De s i g n \ 1 c . 4 Pl n g Re q t s & Ap p r o v a l \ P R E S C R E E N I N G SU B M I T T A L \ C 2 _ 7 0 6 C O W P E R _ P L A N . p l n (E) EAST ELEV EAST ELEV RENDER EAST EXISTING & PROPOSED EXTERIOR ELEVATIONS Item 12 Attachment B - Applicant’s Description Letter Item 12: Staff Report Pg. 14 Packet Pg. 206 of 342 D: \ M A C Pr o j e c t \ D O W N I N G HO U S E \ 1 c . De s i g n \ 1 c . 4 Pl n g Re q t s & Ap p r o v a l \ P R E S C R E E N I N G SU B M I T T A L \ C 2 _ 7 0 6 C O W P E R _ P L A N . p l n D: \ M A C Pr o j e c t \ D O W N I N G HO U S E \ 1 c . De s i g n \ 1 c . 4 Pl n g Re q t s & Ap p r o v a l \ P R E S C R E E N I N G SU B M I T T A L \ C 2 _ 7 0 6 C O W P E R _ P L A N . p l n (E) WEST ELEV WEST ELEV RENDER WEST (FOREST AVE ST PUBLIC VIEWING CORRIDOR) EXISTING & PROPOSED EXTERIOR ELEVATIONS Item 12 Attachment B - Applicant’s Description Letter Item 12: Staff Report Pg. 15 Packet Pg. 207 of 342 D: \ M A C Pr o j e c t \ D O W N I N G HO U S E \ 1 c . De s i g n \ 1 c . 4 Pl n g Re q t s & Ap p r o v a l \ P R E S C R E E N I N G SU B M I T T A L \ C 2 _ 7 0 6 C O W P E R _ P L A N . p l n D: \ M A C Pr o j e c t \ D O W N I N G HO U S E \ 1 c . De s i g n \ 1 c . 4 Pl n g Re q t s & Ap p r o v a l \ P R E S C R E E N I N G SU B M I T T A L \ C 2 _ 7 0 6 C O W P E R _ P L A N . p l n (E) SOUTH ELEV SOUTH ELEV RENDER SOUTH (DOWNING LN) EXISTING & PROPOSED EXTERIOR ELEVATIONS Item 12 Attachment B - Applicant’s Description Letter Item 12: Staff Report Pg. 16 Packet Pg. 208 of 342 D: \ M A C Pr o j e c t \ D O W N I N G HO U S E \ 1 c . De s i g n \ 1 c . 4 Pl n g Re q t s & Ap p r o v a l \ P R E S C R E E N I N G SU B M I T T A L \ C 2 _ 7 0 6 C O W P E R _ P L A N . p l n D: \ M A C Pr o j e c t \ D O W N I N G HO U S E \ 1 c . De s i g n \ 1 c . 4 Pl n g Re q t s & Ap p r o v a l \ P R E S C R E E N I N G SU B M I T T A L \ C 2 _ 7 0 6 C O W P E R _ P L A N . p l n KEY PHOTO PLAN The Downing House shares diverse architectural styles and uses at the Forest/Cowper intersection: from a 13-story apartment complex, to a mixed-use 3-story building to a historic bed-and- breakfast built in 1896. Public viewing corridors of the Downing House will remain virtually untouched as no additional square footage is being proposed on either of these elevations. NEIGHBORHOOD CONTEXT PROJ NORTH PROJECT SITE 706 COWPER STREET COWPER STREET ELEVATION (NEXT PAGE) FO R E S T AV E N U E EL E V A T I O N (N E X T PA G E ) A B C F E D Item 12 Attachment B - Applicant’s Description Letter Item 12: Staff Report Pg. 17 Packet Pg. 209 of 342 D: \ M A C Pr o j e c t \ D O W N I N G HO U S E \ 1 c . De s i g n \ 1 c . 4 Pl n g Re q t s & Ap p r o v a l \ P R E S C R E E N I N G SU B M I T T A L \ C 2 _ 7 0 6 C O W P E R _ P L A N . p l n ADDITION 7 0 6 C O W P E R S T R E E T7 2 0 C O W P E R S T R E E T 72 0 DR I V E W A Y ADDITION (N) TRASH ENCLOSURE 7 0 6 C O W P E R S T R E E T 4 5 4 F O R E S T A V E N U E DO W N I N G AL L E Y The Downing House shares diverse architectural styles and uses at the Forest/Cowper intersection: from a 13-story apartment complex, to a mixed-use 3-story building to a historic bread-and-breakfast inn built in 1896. Public viewing corridors of the Downing House will remain virtually untouched as no additional square footage is being proposed on either of these elevations. STREET ELEVATION A B Item 12 Attachment B - Applicant’s Description Letter Item 12: Staff Report Pg. 18 Packet Pg. 210 of 342 D: \ M A C Pr o j e c t \ D O W N I N G HO U S E \ 1 c . De s i g n \ 1 c . 4 Pl n g Re q t s & Ap p r o v a l \ P R E S C R E E N I N G SU B M I T T A L \ C 2 _ 7 0 6 C O W P E R _ P L A N . p l n D: \ M A C Pr o j e c t \ D O W N I N G HO U S E \ 1 c . De s i g n \ 1 c . 4 Pl n g Re q t s & Ap p r o v a l \ P R E S C R E E N I N G SU B M I T T A L \ C 2 _ 7 0 6 C O W P E R _ P L A N . p l n A 720 COWPER STREET B 454 FOREST AVENUE NEIGHBORHOOD CONTEXT Item 12 Attachment B - Applicant’s Description Letter Item 12: Staff Report Pg. 19 Packet Pg. 211 of 342 D: \ M A C Pr o j e c t \ D O W N I N G HO U S E \ 1 c . De s i g n \ 1 c . 4 Pl n g Re q t s & Ap p r o v a l \ P R E S C R E E N I N G SU B M I T T A L \ C 2 _ 7 0 6 C O W P E R _ P L A N . p l n D: \ M A C Pr o j e c t \ D O W N I N G HO U S E \ 1 c . De s i g n \ 1 c . 4 Pl n g Re q t s & Ap p r o v a l \ P R E S C R E E N I N G SU B M I T T A L \ C 2 _ 7 0 6 C O W P E R _ P L A N . p l n C 705 COWPER STREET C 711 COWPER STREET NEIGHBORHOOD CONTEXT Item 12 Attachment B - Applicant’s Description Letter Item 12: Staff Report Pg. 20 Packet Pg. 212 of 342 D: \ M A C Pr o j e c t \ D O W N I N G HO U S E \ 1 c . De s i g n \ 1 c . 4 Pl n g Re q t s & Ap p r o v a l \ P R E S C R E E N I N G SU B M I T T A L \ C 2 _ 7 0 6 C O W P E R _ P L A N . p l n D: \ M A C Pr o j e c t \ D O W N I N G HO U S E \ 1 c . De s i g n \ 1 c . 4 Pl n g Re q t s & Ap p r o v a l \ P R E S C R E E N I N G SU B M I T T A L \ C 2 _ 7 0 6 C O W P E R _ P L A N . p l n D 457-481 FOREST AVENUE E 483 COWPER STREET NEIGHBORHOOD CONTEXT Item 12 Attachment B - Applicant’s Description Letter Item 12: Staff Report Pg. 21 Packet Pg. 213 of 342 D: \ M A C Pr o j e c t \ D O W N I N G HO U S E \ 1 c . De s i g n \ 1 c . 4 Pl n g Re q t s & Ap p r o v a l \ P R E S C R E E N I N G SU B M I T T A L \ C 2 _ 7 0 6 C O W P E R _ P L A N . p l n D: \ M A C Pr o j e c t \ D O W N I N G HO U S E \ 1 c . De s i g n \ 1 c . 4 Pl n g Re q t s & Ap p r o v a l \ P R E S C R E E N I N G SU B M I T T A L \ C 2 _ 7 0 6 C O W P E R _ P L A N . p l n E 501 FOREST AVENUE NEIGHBORHOOD CONTEXT Item 12 Attachment B - Applicant’s Description Letter Item 12: Staff Report Pg. 22 Packet Pg. 214 of 342 D: \ M A C Pr o j e c t \ D O W N I N G HO U S E \ 1 c . De s i g n \ 1 c . 4 Pl n g Re q t s & Ap p r o v a l \ P R E S C R E E N I N G SU B M I T T A L \ C 2 _ 7 0 6 C O W P E R _ P L A N . p l n D: \ M A C Pr o j e c t \ D O W N I N G HO U S E \ 1 c . De s i g n \ 1 c . 4 Pl n g Re q t s & Ap p r o v a l \ P R E S C R E E N I N G SU B M I T T A L \ C 2 _ 7 0 6 C O W P E R _ P L A N . p l n The Nickel Gap profile is self-gapping, creating a consistent nickel-sized space between each board. Smooth Finish Woodgrain Finish NICKEL GAP Nominal Size Actual Thickness Actual Width Reveal Boards Per Square 1 x 4 11/16"3-1/2"3-3/32"24 1 x 6 11/16"5-1/2"5-3/32"15 1 x 8 11/16"7-1/4"6-13/16"11 1 x 10 11/16"9-1/4"8-13/16"9 Available in 16-foot lengths 19 TRUEXGTERIOR NICKEL GAP SIDING YOSEMITE TAN AGGREGATE BASALT COBBLESTONE GEVENA BLACK COBBLE BORDER BASALT SCULPTED SLAB BENCH MARVIN DIVIDED LITE WINDOW PROPOSED EXTERIOR MATERIALS Item 12 Attachment B - Applicant’s Description Letter Item 12: Staff Report Pg. 23 Packet Pg. 215 of 342 If you need assistance reviewing the above documents, please contact the Project Planner or call the Planner-on-Duty at 650-617-3117 or email planner@paloalto.gov Project Plans In order to reduce paper consumption, a limited number of hard copy project plans are provided to Councilmembers for their review. The same plans are available to the public, at all hours of the day, via the following online resources. Directions to review Project plans and environmental documents online: 1. Go to: bit.ly/PApendingprojects 2. Scroll down to find “706 Cowper Street” and click the address link 3. On this project-specific webpage you will find a link to the project plans and other important information Direct Link to Project Webpage: https://www.paloalto.gov/Departments/Planning-Development-Services/Current- Planning/Projects/706-Cowper-Street Item 12 Attachment C - Project Plans Item 12: Staff Report Pg. 24 Packet Pg. 216 of 342 Item 12 Attachment D - Planned Community Zoning Ordinance (PC 3007) Item 12: Staff Report Pg. 25 Packet Pg. 217 of 342 Item 12 Attachment D - Planned Community Zoning Ordinance (PC 3007) Item 12: Staff Report Pg. 26 Packet Pg. 218 of 342 Item 12 Attachment D - Planned Community Zoning Ordinance (PC 3007) Item 12: Staff Report Pg. 27 Packet Pg. 219 of 342 Item 12 Attachment D - Planned Community Zoning Ordinance (PC 3007) Item 12: Staff Report Pg. 28 Packet Pg. 220 of 342 Item 12 Attachment D - Planned Community Zoning Ordinance (PC 3007) Item 12: Staff Report Pg. 29 Packet Pg. 221 of 342 Item 12 Attachment D - Planned Community Zoning Ordinance (PC 3007) Item 12: Staff Report Pg. 30 Packet Pg. 222 of 342 City Council Staff Report From: City Manager Report Type: CONSENT CALENDAR Lead Department: Planning and Development Services Meeting Date: September 28, 2026 Report #:2609-6723 TITLE QUASI-JUDICIAL. 3200 Park/340 Portage: Final Map and Street Naming [26PLN-00009]: Request for a Final Map to Subdivide One Existing 3.92-Acre Parcel for Condominium Purposes, Consistent with the Approved Development Agreement, and to Name the New Private Streets. Zone District: PC 5597. CEQA Status: Council Adopted Resolution 10123 Certifying the EIR for the Project on September 12, 2023 (SCH # 2021120444). RECOMMENDATION Staff recommends that City Council: 1. Approve Phase 2 of the final subdivision map (Attachment B), consistent with the approved Vesting Tentative Map, for the previously approved project at 3200 Park Boulevard, pursuant to Palo Alto Municipal Code (PAMC) Section 21.16 and the Subdivision Map Act; and 2. Approve the private street names Gondolier Lane, Snow Peak Lane, Bohemian Court, and Calico Court recommended by the Palo Alto Historical Association (PAHA) for the four new private streets as shown on the Final Map. BACKGROUND In September 2023, Council approved the Development Agreement between the City and Sobrato Organization, subsequently amending the site’s Comprehensive Plan land use designation; rezoning the site into five Planned Community Zone Districts based on the boundaries of the resulting parcels set forth in the Vesting Tentative Map; and approving the Vesting Tentative Map in accordance with Record of Land Use Action 2023-03 (Attachment A). Final Map Application and Process The Final Map is the second of a two-part subdivision mapping process; the first part is approval of a Tentative Map or Vesting Tentative Map. As detailed in the November 17, 2025, staff report to Council, and in the approved Development Agreement, the Final Map for this project is to be completed in two phases. On April 21, 2025, Sobrato Organization filed phase one of the Final Map application, which Council approved on November 17, 2025. The first phase included merging and subdividing 11 existing parcels (including one grant deed) totaling 14.65 Item 13 Item 13 Staff Report Item 13: Staff Report Pg. 1 Packet Pg. 223 of 342 acres to create five resulting parcels, consistent with the approved Vesting Tentative Map and Development Agreement. This second phase of the Final Map includes the condominium subdivision of the recently created Townhome Parcel as well as delineation of the streets internal to the townhome parcel. ANALYSIS FISCAL/RESOURCE IMPACT Item 13 Item 13 Staff Report Item 13: Staff Report Pg. 2 Packet Pg. 224 of 342 proposed improvement of the City dedication parcel. Similar to the impact fees, the $5 million shall be paid pro-rata if occupancy of the townhomes is phased. The impact fees do not include park fees, parkland dedication fees, housing impact fees, nor housing in-lieu fees. Those fees are addressed through the dedication of a 3.25-acre parcel to the City and the $5 million to be paid at the time of occupancy of the townhomes. STAKEHOLDER ENGAGEMENT ENVIRONMENTAL REVIEW ATTACHMENTS APPROVED BY: Item 13 Item 13 Staff Report Item 13: Staff Report Pg. 3 Packet Pg. 225 of 342 ($)*+(, +#+$+ ! ++$ ++ -#$!#+ ./ !$ +'##!!0 *)1 **2567869:6; <<8=6>?8>@A4B?CDEFGHIJFKDELMNDONFDPQIJFKIDRSTJNUV9648Z[;669648<>@97;6=64\?W6]C 4^ 4X_\6` 7 4Xa6b8Z964X9648c6d@4?4[<e?\8@;?Bc6W?6f< 4Xg6\8?4[a648 8?W6` 7f?8=hbB678?@4\<9?4X?4[\<X686;9?4 8?@4\< 4XX6BC ; 8?@4\kal3m n oZ>pqc3_mYn34ZA[A\8r<sstDuvMFDwvxMSJyMFJDSzGHvHJSvHEHvvH{FDM|QtDuvMFDC@79648Z[;669648<>@97;6=64\?W6]C 4Z964X9648<]C 446X>@99A4?8W?6f< 4X g6\8?4[a648 8?W6` 7f?8=hbB678?@4\8@ CC@f8=6X6W6C@79\<B@4W6;\?@4@j<\j@jZA8@9@8?W656;W?B6\57 B68@c6\6 ;B= 4XY6W@4\8;AB8?@4@j 46f\?4[C6~\8@;<8f@~^6W6C] ;i?4[q ; [6na=6 C\@ CC@f4[cY\7 B6 4X <}}\j@j6b?\8?4[@jj?B6\7 B68@;69 ?4 88=6\?86na=@X?j?B 8?@4\8@<?4BCAX?4[7 ;8? CX69@C?8?@4@j<8=6j@;96;> 446;oA?CX?4[8=6> C?j@;4? c6[?\86;@je?\8@;?Bc6\@A;B6\na=67;@€6B8f@ACX C\@?4BCAX6XXjA4X\8@8=6>?8j@; 4 jj@;X :C6=@A\?4[X6W6C@79648 \f6CC \C 4Xj@;C?B@764\7 B6A\6 X€ B648` 8 X6;@>;66ina=67;@€6B8\?86B@4\?\8\@j6C6W64 ‚6b?\8?4[7 ;B6C\C@B 86X 8~ ~rZ\=58;668< ~r] ;io@AC6W ;X< 4X}^ 9:6;8 Z]m5 ƒ~ < 4X ~~ 4X~} ‚8@8 C?4[ nr B;6\nhb?\8?4[A\6\?4BCAX6 = 4XY6W6C@79648_\6\< <}}\j@j@jj?B6A\6<}<\j@jZA8@9@8?W656b?9 86C <\j@jW B 48;68 ?C\7 B6n34ZA[A\8 <>@A4B?CB@4XAB86X 7;6\B;664?4[;6W?6f@j8=6 B8?@4\?4 BB@;X 4B6f?8=]Z`> n}„n343B8@:6; < 4X3B8@:6;<]C 44?4[ 4Xa; 4\4=6CX\8AX\6\\?@4\8@7;@W?X6j66X: Bi 4X CC@fj@;7A:C?BB@99647;@€6B8n34m@W69:6;<a=6]C 44?4[ 4Xa; 4\7@;8 8?@4>@X6X8= 88=6 77C?B 48\A:9?88=67;@7@\6X7C 4\8@8=6Z;B=?86B8A; Cc6W?: \6X@48=6B@4B678A CX6\?[4 4X7;@7@\6X7;@€6B8?4 BB@;X 4B6f?8=8=6 DocuSign Envelope ID: E77297D3-ABD0-4DC5-A03B-797ABB58FF32 Item 13 Attachment A - Approved Record of Land Use Action for the Vesting Tentative Map Item 13: Staff Report Pg. 4 Packet Pg. 226 of 342 < => "#$$#%&'( *./ 012 +'- 7123) 4/5&/%6 *./ @$+''&'( +'- A4+')B#4*+*&#'