Palo Alto City Council
December 19, 2022

AMENDMENT NO. 3 TO CONTRACT NO. C18168154

BETWEEN THE CITY OF PALO ALTO AND
SWA SERVICES GROUP, INC.

This Amendment No. 3 (this “Amendment”) to Contract No. C18168154 (“Contract” as defined below) is entered into as of December 19, 2022, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and SWA SERVICES GROUP, INC., a California corporation, located at 68 Harold Avenue, Santa Clara, CA 95050 (“CONTRACTOR”). CITY and CONTRACTOR 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 for Contractor to provide janitorial cleaning and maintenance services for City Hall and other CITY locations, as detailed therein.

B. The Parties entered into Amendment #1 in order to (1) add the Police Department location; (2) require higher-level background checks for specified CONTRACTOR staff; and (3) increase the not-to-exceed compensation of the Contract to Eleven Million Tw enty-Nine Thousand Seven Hundred Sixty-Five Dollars ($11,029,765.00), as detailed therein.

C. The Parties entered into Amendment #2 in order to extend the Contract term through February 28, 2023 and increase not-to-exceed compensation by One Million Two Hundred Forty-Two Thousand Seven Hundred Seventy -Seven Dollars ($1,2 42,777), from Eleven Million Twenty -Nine Thousand Seven Hundred Sixty -Five Dollars ($11,029,765) to a new not-to-exceed compensation of Twelve Million Two Hundred Seventy-Two Thousand Five Hundred Forty-Two Dollars ($12,272,542), as detailed therein.

D. The Parties now wish to amend the Contract in order to extend the contract term through August 31, 2023 and increase not-to-exceed compensation by One Million Three Hundred Thirty-Nine Thousand Nine Hundred Dollars ($1,339,900) from Twelve Million Two Hundred Seventy- Two Thousand Five Hundred Forty-Two Dollars ($12,272,542) to a new not-to-exceed compensation of Thirteen Million Six Hundred Twelve Thousand Fo ur Hundred Forty-Two Dollars ($13,612,442). The additional not-to-exceed compensation includes Ninety-Seven Thousand One Hundred Twenty-Two Dollars ($97,122) for City’s cost share amount of SWA emplo yee back wages and One Million Two Hundred Forty-Two Thousand Seven Hundred Seventy-Eight Dollars ($1,242,778) for the additional six months of services, as detailed herein.

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:

DocuSign Envelope ID: 85978F18-0204-4B80-924F-CDBED0D94A10

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a. Contract. The term “Contract” shall mean contract No. C18168154 between CONSULTANT and CITY, dated August 14, 2017, as amended by:

Amendment No. 1, dated May 21, 2019
Amendment No. 2, dated June 20, 2022

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 3, “TERM,” of the Contract is hereby amended to read as follows:

“The term of this Agreement is from September 1, 2017 to August 31, 2023 unless terminated earlier pursuant to Section 19 of this Agreement.”

SECTION 3. Section 2, “EXHIBITS,” of the Contract is hereby amended to read as follows:

“The following exhibits are attached to and made a part of this Agreement:

“A” - Scope of Services
“B” - Schedule of Performance
“C” - Compensation and Schedule of Fees
“C-1”- Hourly Rate Sheet
“D” - Insurance Requirements
“E” - Performance Bond
“F” - Liquidated Damages
“G” - Billable Rate Sheet For Police Department
“H” - “Billable Monthly Rate Sheet for Contract Extension by City Facility, Amendment No. 3”
“I” – Payment of Back Wages by CONTRACTOR

CONTRACT IS NOT COMPLETE UNLESS ALL INDICATED EXHIBITS ARE ATTACHED.”

SECTION 4. Section 5, “COMPENSATION FOR ORIGINAL TERM”, of the Contract is hereby amended to read as follows:

“CITY shall pay and CONTRACTOR agrees to accept as not-to-exceed compensation for the full performance of the Services and reimbursable expenses, if any:

A sum calculated in accordance with the fee schedule set forth at Exh ibit C, not to exceed a total maximum compensation amount of Thirteen Million Six Hundred Twelve Thousand Four Hundred Forty-Two Dollars ($13,612,442).

CONTRACTOR agrees that it can perform the Services for an amount not to exceed the total maximum compen sation set forth above. Any hours worked or services performed by DocuSign Envelope ID: 85978F18-0204-4B80-924F-CDBED0D94A10

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CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the Services shall be at no cost to CITY.

Included within the above total maximum compensation amount, CITY has set aside the sum of Six Hundred Seventy-Four Thousand Four Hundred Nine Dollars ($674,409) for Additional Services. CONTRACTOR shall provide Additional Services only by advanced, written authorization from the City Manager or designee. CONTRACTOR, at the CITY’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONTRACTOR’s proposed ma ximum compensation, including reimbursable expense, for such services. Compensation shall be based on the hourly rates set forth above or in Exhibit C (whichever is applicable), or if such rates are not applicable, a negotiated lump sum. CITY shall not aut horize and CONTRACTOR shall not perform any Additional Services for w hich payment would exceed the amount set forth above for Additional Services. Payment for Additional Services is subject to all requirements and restrictions in this Agreement. ”

SECTION 5. The following exhibit(s) to the Contract are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which are hereby incorporated in full into this Amendment and into the Contract by this reference:

a. Exhibit “C” entitled “COMPENSATION AND SCHEDULE OF FEES,” AMENDMENT NO. 3 (AMENDED – REPLACES PREVIOUS)
b. Exhibit “H” entitled “ BILLABLE MONTHLY RATE SHEET FOR CONTRACT EXTENSION BY CITY FACILITY, ” AMENDMENT NO. 3 ( AMENDED, REPLACES

PREVIOUS)
c. Exhibit “I” entitled “ PAYMENT OF BACK W AGES BY CONTRACTOR ,” AMENDMENT NO. 3 (ADDED)

SECTION 6. Legal Effect. Except as modified by this A mendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect.

SECTION 7. 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: 85978F18-0204-4B80-924F-CDBED0D94A10

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IN WITNESS WHEREOF, the Parties hereto have by their duly authorized representatives executed this Amendment effective as of the date first above written.

CITY OF PALO ALTO

_____________________
City Manager or Designee

APPROVED AS TO FORM:

_____________________
City Attorney or Designee

______________________
Director of Public Works

SWA SERVICES GROUP, INC.

Officer 1
By:_____________________________
Name:__________________________
Title:___________________________

Officer 2
By:_____________________________
Name:__________________________
Title:____________________________

Attachments:
 EXHIBIT " C" entitled “ COMPENSATION AND SC HEDULE OF FEES ,” AMENDMENT NO. 3 (AMENDED, REPLACES PREVIOUS)
 EXHIBIT “H” entitled “BILLABLE MONTHLY RATE SHEET FOR CONTRACT EXTENSION BY CITY FACILITY,” AMENDMENT NO. 3 (AMENDED, REPLACES PREVIOUS)  EXHIBIT “I” entitled “PAYMENT OF BACK WAGES BY CONTRACTOR, ” AMENDMENT NO. 3 (ADDED)

DocuSign Envelope ID: 85978F18-0204-4B80-924F-CDBED0D94A10 Director of Operations
Angel Zamora, Vice-President
CEO & President
Solomon Wong, Secretary

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EXHIBIT C
COMPENSATION AND SCHEDULE OF FEES, AMENDMENT NO. 3
(AMENDED-REPLACES PREVIOUS)
CITY shall pay CONTRACTOR according to the following rate schedule.

A. Maximum Compensation
The maximum amount of compensation to be paid to CONTRACTOR, including both payment for services and reimbursable expenses, shall not exceed the amounts set forth in Sections 5 and 6 of the Agreement. Any s ervices provide d or hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be a t no cost to CITY.

As stated in Section 5 of the Agreement, CITY shall pay CONTRACTOR a maximum compensation amount not to e xceed $13,612,442 which includes (1) $97,122 for City’s cost share amount of SWA employee back wages from September 1, 2018 to April 8, 2022; and (2) $12,840,911 for Basic Services and $674,409 for Additional Services over the term of the Agreement beginning September 1, 2017 and ending August 31, 2023. The maximum compensation on an annual basis is as follows in the tables below. Exhibit H provides the billable rates for the term extension through August 31, 2023. Exhibit I provides the payment of back wages by CONTRACTOR.

Maximum Compensation Total (Including Police Dept. which is covered under Section D) Year 1
(Sept. 1,
2017
through
Aug. 31,
2018)
Year 2
(Sept. 1,
2018
through
Aug. 31,
2019)
Year 3
(Sept. 1,
2019
through
Aug. 31,
2020
Year 4
(Sept. 1,
2020
through
Aug. 31,
2021)
Year 5
(Sept. 1,
2021
through
Aug. 31,
2022)
Year 6
(Sept. 1,
2022
through
Feb. 28,
2023)
Year 6
(March 1,
2022
through
Aug. 31,
2023)
Total
Basic
Services $1,910,922 $2,048,330 $2,109,780 $2,173,074 $2,238,266 $1,180,270 $1,180,270 $12,840,911 Additional
Services $95,546 $108,482 $111,736 $115,088 $118,541 $62,508 $62,508 $674,409 Back
Wages
(9/1/2018-
4/8/2022)
$97,122 $97,122
Total $2,006,468 $2,156,812 $2,221,516 $2,288,162 $2,356,806 $1,339,899 $1,242,778 $13,612,442 DocuSign Envelope ID: 85978F18-0204-4B80-924F-CDBED0D94A10

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Maximum Compensation (Excluding Police Dept. which is covered under Section D)

Year 1
(Sept. 1,
2017
through
Aug. 31,
2018)
Year 2
(Sept. 1,
2018
through
Aug. 31,
2019)
Year 3
(Sept. 1,
2019
through
Aug. 31,
2020
Year 4
(Sept. 1,
2020
through
Aug. 31,
2021)
Year 5
(Sept. 1,
2021
through
Aug. 31,
2022)
Year 6
(Sept. 1,
2022
through
Feb. 28,
2023)
Year 6
(March 1,
2022
through
Aug. 31,
2023)
Total
Basic
Services $1,910,922 $1,968,250 $2,027,298 $2,088,117 $2,150,760 $1,136,167 $1,136,167 $12,417,681 Additional
Services $95,546 $98,413 $101,365 $104,406 $107,538 $60,172 $60,172 $627,612 Back
Wages
(9/1/2018-
4/8/2022)
$93,069 $93,069
Total

$2,006,468

$2,066,663

$2,128,663

$2,192,523

$2,258,298

$1,289,408

$1,196,339

$13,138,362

B. Monthly Invoicing
Invoicing is addressed in Section 8 of the Agree ment. Contractor sh all submit invoice s monthly.

Monthly invoices are to be itemized showing the monthly cost for each facility. Monthly costs for each facility to be determined from annual cost for each facility listed in spreadsheet below. Monthly costs and amounts used of itemized chemicals and supplies are to be reported on an Excel spreadsheet along with each monthly invoice.

A sample of an itemized facility listing for invoicing is shown below.

Facility Monthly Cost
Airport $ monthly cost
Arastra Gateway $ monthly cost
Art Center $ monthly cost
Baylands Int. Center $ monthly cost
Children's Library $ monthly cost
Children's Theater $ monthly cost
City Hall $ monthly cost
College Terrace Library $ monthly cost
Community Theater $ monthly cost
Development Center $ monthly cost
Downtown Library $ monthly cost
Foothills Park $ monthly cost
Jr. Museum $ monthly cost
DocuSign Envelope ID: 85978F18-0204-4B80-924F-CDBED0D94A10

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Facility Monthly Cost
Landfill Office & Toll Booth $ monthly cost
Rinconada Library $ monthly cost
Mitchell Park Library $ monthly cost
Mitchell Park Community Center $ monthly cost
MSC Buildings (A, B, C, SCADA) $ monthly cost
Rinconada Park $ monthly cost
Mitchell Park $ monthly cost
Peers Park $ monthly cost
El Camino Park $ monthly cost
Greer Park $ monthly cost
Baylands Park $ monthly cost
Byxbee Park $ monthly cost
Hoover Park $ monthly cost
Stanford Fields $ monthly cost
Seale Park $ monthly cost
Briones Park $ monthly cost
Rinconada Pool $ monthly cost
Utility Offices (1005 & 1007 Elwell) $ monthly cost
Water Quality Buildings (Admin, Lab, Maint Bldgs) $ monthly cost Parking Lot Q $ monthly cost
Parking Lot R $ monthly cost
Parking Lot S/L $ monthly cost
Parking Lot J $ monthly cost
City Hall Garage $ monthly cost
Police Department $ monthly cost

C. Additional Services (Excluding Police Dept., which is covered under Section D)

Additional Work not def ined in the Scop e of Ser vices (Basic S ervices), will be agreed upon by the CONTRACTOR and City at the hourly rates shown in Exhibit C-1 Hourly Rate Sheet.

D. Police Department Custodial Services
Included in the total not -to-exceed compensation detailed above , CITY shall pay CONTRACTOR according to the following rate schedule for Police Department Custodial Services beginning September 1, 2018 through August 31, 2023. The not-to-exceed maximum compensation on an annual basis is as follows:

DocuSign Envelope ID: 85978F18-0204-4B80-924F-CDBED0D94A10

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Maximum Compensation (Police Dept. Only)

Year 1
(Sept. 1,
2017
through
Aug. 31,
2018)
Year 2
(Sept. 1,
2018
through
Aug. 31,
2019)
Year 3
(Sept. 1,
2019
through
Aug. 31,
2020
Year 4
(Sept. 1,
2020
through
Aug. 31,
2021)
Year 5
(Sept. 1,
2021
through
Aug. 31,
2022)
Year 6
(Sept. 1,
2022
through
Feb. 28,
2023)
Year 6
(March 1,
2022
through
Aug. 31,
2023)
Total
Basic
Services N/A $80,080 $82,482 $84,957 $87,506 $44,103 $44,103 $423,230 Additional
Services N/A $10,069 $10,371 $10,682 $11,003 $2,336 $2,336 $46,796 Back
Wages
(9/1/2018-
4/8/2022)
N/A $4,053 $4,053
Total

N/A

$90,149

$92,853

$95,639

$98,508

$50,492

$46,439

$474,079

Additional Services – Police Department
Additional Services not defined in the Scope of Services (Basic Services) for Police Department custodial Services, will be agreed upon by the CONTRACTOR and CITY at the hourly rates shown in Exhibit G Billable Rate Sheet for Police Department.
(Exhibit C is continued on the next page)
DocuSign Envelope ID: 85978F18-0204-4B80-924F-CDBED0D94A10

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E. Compensation Detail for Basic Services (See Exhibit H for Year 6 Breakdown)

1. Minimum staffing of 28 custodians, 3 utility workers, 1 lead person, and 1 supervisor, 2. Minimum material cost of $9,000 per month, 3. Minimum wage laws.

Bid Item Facility Number of Staff
Hours per Year
* Year 1 Labor Cost
per Year (in dollars)
includes labor,
profit, overhead,
etc.
* Year 1 Material
and Chemical
Supply Costs per
Year (in dollars)
Year 1 Total Cost (in
dollars)
* Year 2 Labor Cost
per Year (in dollars)
includes labor,
profit, overhead,
etc.
* Year 2 Material
and Chemical
Supply Costs per
Year (in dollars)
Year 2 Total Cost (in
dollars)
* Year 3 Labor Cost
per Year (in dollars)
includes labor,
profit, overhead,
etc.
* Year 3 Material
and Chemical
Supply Costs per
Year (in dollars)
Year 3 Total Cost (in
dollars)
* Year 4 Labor Cost
per Year (in dollars)
includes labor,
profit, overhead,
etc.
* Year 4 Material
and Chemical
Supply Costs per
Year (in dollars)
Year 4 Total Cost (in
dollars)
* Year 5 Labor Cost
per Year (in dollars)
includes labor,
profit, overhead,
etc.
* Year 5 Material
and Chemical
Supply Costs per
Year (in dollars)
Year 5 Total Cost (in
dollars)
Total Cost (All Five
Years) (in dollars)
1 Airport 624 $ 18,891.85 $ 1,672.93 $20,565 19,458.61$ 1,723.11$ $21,182 20,042.37$ 1,774.81$ $21,817 20,643.64$ 1,828.05$ $22,472 21,262.95$ 1,882.89$ $23,146 $109,181.20 2 Animal Services 624 $ 18,891.85 $ 1,106.22 $19,998 19,458.61$ 1,139.41$ $20,598 20,042.37$ 1,173.59$ $21,216 20,643.64$ 1,208.80$ $21,852 21,262.95$ 1,245.06$ $22,508 $106,172.48 3 Arastra Gateway 260 $ 7,871.60 $ 460.06 $8,332 8,107.75$ 473.86$ $8,582 8,350.99$ 488.08$ $8,839 8,601.52$ 502.72$ $9,104 8,859.56$ 517.80$ $9,377 $44,233.94 4 Art Center 2808 $ 85,013.33 $ 4,660.54 $89,674 87,563.73$ 4,800.36$ $92,364 90,190.64$ 4,944.37$ $95,135 92,896.36$ 5,092.70$ $97,989 95,683.25$ 5,245.48$ $100,929 $476,090.76 5 Baylands Int. Center 390 $ 11,807.41 $ 474.46 $12,282 12,161.63$ 488.69$ $12,650 12,526.48$ 503.35$ $13,030 12,902.27$ 518.45$ $13,421 13,289.34$ 534.01$ $13,823 $65,206.10 6 Children's Library 1456 $ 44,080.99 $ 1,526.70 $45,608 45,403.42$ 1,572.50$ $46,976 46,765.52$ 1,619.68$ $48,385 48,168.48$ 1,668.27$ $49,837 49,613.54$ 1,718.32$ $51,332 $242,137.42 7 Children's Theater 936 $ 28,337.78 $ 3,765.09 $32,103 29,187.91$ 3,878.05$ $33,066 30,063.55$ 3,994.39$ $34,058 30,965.45$ 4,114.22$ $35,080 31,894.42$ 4,237.65$ $36,132 $170,438.50 8 City Hall 9750 $ 295,185.18 $ 21,774.04 $316,959 304,040.74$ 22,427.26$ $326,468 313,161.96$ 23,100.07$ $336,262 322,556.82$ 23,793.08$ $346,350 332,233.52$ 24,506.87$ $356,740 $1,682,779.52 9 College Terrace
Library
624 $ 18,891.85 $ 2,098.81 $20,991 19,458.61$ 2,161.77$ $21,620 20,042.37$ 2,226.63$ $22,269 20,643.64$ 2,293.43$ $22,937 21,262.95$ 2,362.23$ $23,625 $111,442.27 10 Community Theater 1248 $ 37,783.70 $ 2,703.65 $40,487 38,917.21$ 2,784.76$ $41,702 40,084.73$ 2,868.30$ $42,953 41,287.27$ 2,954.35$ $44,242 42,525.89$ 3,042.98$ $45,569 $214,952.84 11 Development Center 780 $ 23,614.81 $ 2,330.63 $25,945 24,323.26$ 2,400.55$ $26,724 25,052.96$ 2,472.57$ $27,526 25,804.55$ 2,546.75$ $28,351 26,578.68$ 2,623.15$ $29,202 $137,747.90 12 Downtown Library 1040 $ 31,486.42 $ 2,776.70 $34,263 32,431.01$ 2,860.01$ $35,291 33,403.94$ 2,945.81$ $36,350 34,406.06$ 3,034.18$ $37,440 35,438.24$ 3,125.21$ $38,563 $181,907.58 13 Foothills Park 780 $ 23,614.81 $ 966.55 $24,581 24,323.26$ 995.54$ $25,319 25,052.96$ 1,025.41$ $26,078 25,804.55$ 1,056.17$ $26,861 26,578.68$ 1,087.86$ $27,667 $130,505.79 14 Golf Course
(Clubhouse + Field
restrooms)
1820 $ 55,101.23 $ 1,789.69 $56,891 56,754.27$ 1,843.38$ $58,598 58,456.90$ 1,898.68$ $60,356 60,210.61$ 1,955.64$ $62,166 62,016.92$ 2,014.31$ $64,031 $302,041.62 15 Jr. Museum 1279.2 $ 38,728.30 $ 7,083.55 $45,812 39,890.14$ 7,296.05$ $47,186 41,086.85$ 7,514.93$ $48,602 42,319.45$ 7,740.38$ $50,060 43,589.04$ 7,972.59$ $51,562 $243,221.29 17 Landfill Office & Toll
Booth
260 $ 7,871.60 $ 407.81 $8,279 8,107.75$ 420.04$ $8,528 8,350.99$ 432.64$ $8,784 8,601.52$ 445.62$ $9,047 8,859.56$ 458.99$ $9,319 $43,956.53 18 Rinconada Library 3276 $ 99,182.22 $ 8,428.16 $107,610 102,157.69$ 8,681.01$ $110,839 105,222.42$ 8,941.44$ $114,164 108,379.09$ 9,209.68$ $117,589 111,630.46$ 9,485.97$ $121,116 $571,318.13 19 Mitchell Park Library 7098 $ 214,894.81 $ 18,054.05 $232,949 221,341.66$ 18,595.67$ $239,937 227,981.90$ 19,153.54$ $247,135 234,821.36$ 19,728.14$ $254,550 241,866.00$ 20,319.99$ $262,186 $1,236,757.12 20 Mitchell Park
Community Center
4004 $ 121,222.71 $ 5,235.77 $126,458 124,859.40$ 5,392.84$ $130,252 128,605.18$ 5,554.63$ $134,160 132,463.33$ 5,721.27$ $138,185 136,437.23$ 5,892.90$ $142,330 $671,385.25 21 MSC Buildings (A, B,

C, & SCADA)
5980 $ 181,046.91 $ 20,342.87 $201,390 186,478.32$ 20,953.16$ $207,431 192,072.67$ 21,581.75$ $213,654 197,834.85$ 22,229.20$ $220,064 203,769.89$ 22,896.08$ $226,666 $1,069,205.70 22 Rinconada Park 364 $ 11,020.25 $ 760.32 $11,781 11,350.85$ 783.12$ $12,134 11,691.38$ 806.62$ $12,498 12,042.12$ 830.82$ $12,873 12,403.38$ 855.74$ $13,259 $62,544.60 23 Mitchell Park 910 $ 27,550.62 $ 1,724.72 $29,275 28,377.14$ 1,776.47$ $30,154 29,228.45$ 1,829.76$ $31,058 30,105.30$ 1,884.65$ $31,990 31,008.46$ 1,941.19$ $32,950 $155,426.76 24 Peers Park 364 $ 11,020.25 $ 571.53 $11,592 11,350.85$ 588.67$ $11,940 11,691.38$ 606.33$ $12,298 12,042.12$ 624.52$ $12,667 12,403.38$ 643.26$ $13,047 $61,542.30 25 El Camino Park 546 $ 16,530.37 $ 777.47 $17,308 17,026.28$ 800.80$ $17,827 17,537.07$ 824.82$ $18,362 18,063.18$ 849.57$ $18,913 18,605.08$ 875.05$ $19,480 $91,889.70 26 Greer Park 546 $ 16,530.37 $ 747.78 $17,278 17,026.28$ 770.21$ $17,796 17,537.07$ 793.32$ $18,330 18,063.18$ 817.12$ $18,880 18,605.08$ 841.63$ $19,447 $91,732.05 27 Baylands Park 364 $ 11,020.25 $ 549.36 $11,570 11,350.85$ 565.84$ $11,917 11,691.38$ 582.82$ $12,274 12,042.12$ 600.30$ $12,642 12,403.38$ 618.31$ $13,022 $61,424.62 28 Byxbee Park 364 $ 11,020.25 $ 642.94 $11,663 11,350.85$ 662.22$ $12,013 11,691.38$ 682.09$ $12,373 12,042.12$ 702.55$ $12,745 12,403.38$ 723.63$ $13,127 $61,921.42 29 Hoover Park 364 $ 11,020.25 $ 388.31 $11,409 11,350.85$ 399.96$ $11,751 11,691.38$ 411.96$ $12,103 12,042.12$ 424.32$ $12,466 12,403.38$ 437.05$ $12,840 $60,569.58 30 Stanford Fields 728 $ 22,040.49 $ 1,032.56 $23,073 22,701.71$ 1,063.54$ $23,765 23,382.76$ 1,095.45$ $24,478 24,084.24$ 1,128.31$ $25,213 24,806.77$ 1,162.16$ $25,969 $122,498.00 31 Seale park 364 $ 11,020.25 $ 346.82 $11,367 11,350.85$ 357.23$ $11,708 11,691.38$ 367.94$ $12,059 12,042.12$ 378.98$ $12,421 12,403.38$ 390.35$ $12,794 $60,349.31 32 Briones Park 364 $ 11,020.25 $ 346.82 $11,367 11,350.85$ 357.23$ $11,708 11,691.38$ 367.94$ $12,059 12,042.12$ 378.98$ $12,421 12,403.38$ 390.35$ $12,794 $60,349.31 33 Rinconada Pool 2184 $ 66,121.48 $ 1,507.92 $67,629 68,105.12$ 1,553.16$ $69,658 70,148.28$ 1,599.75$ $71,748 72,252.73$ 1,647.74$ $73,900 74,420.31$ 1,697.18$ $76,117 $359,053.67 34 Utility Offices (1005 &
1007 Elwell)
1560 $ 47,229.63 $ 2,673.90 $49,904 48,646.52$ 2,754.12$ $51,401 50,105.91$ 2,836.74$ $52,943 51,609.09$ 2,921.84$ $54,531 53,157.36$ 3,009.50$ $56,167 $264,944.61 35 Water Quality
Buildings (Admin,
Lab, Maint Bldgs)
1820 $ 55,101.23 $ 4,500.79 $59,602 56,754.27$ 4,635.81$ $61,390 58,456.90$ 4,774.89$ $63,232 60,210.61$ 4,918.14$ $65,129 62,016.92$ 5,065.68$ $67,083 $316,435.24 36 Parking Lot Q 364 $ 11,020.25 $ 141.11 $11,161 11,350.85$ 145.34$ $11,496 11,691.38$ 149.70$ $11,841 12,042.12$ 154.19$ $12,196 12,403.38$ 158.82$ $12,562 $59,257.16 37 Parking Lot R 546 $ 16,530.37 $ 307.97 $16,838 17,026.28$ 317.21$ $17,343 17,537.07$ 326.73$ $17,864 18,063.18$ 336.53$ $18,400 18,605.08$ 346.62$ $18,952 $89,397.03 38 Parking Lot S/L 910 $ 27,550.62 $ 394.49 $27,945 28,377.14$ 406.32$ $28,783 29,228.45$ 418.51$ $29,647 30,105.30$ 431.07$ $30,536 31,008.46$ 444.00$ $31,452 $148,364.37 39 Parking Lot J 546 $ 16,530.37 $ 184.37 $16,715 17,026.28$ 189.90$ $17,216 17,537.07$ 195.60$ $17,733 18,063.18$ 201.47$ $18,265 18,605.08$ 207.51$ $18,813 $88,740.83 40 City Hall Garage 728 $ 22,040.49 $ 227.63 $22,268 22,701.71$ 234.46$ $22,936 23,382.76$ 241.49$ $23,624 24,084.24$ 248.74$ $24,333 24,806.77$ 256.20$ $25,063 $118,224.49 $1,910,922.48 $1,968,250.16 $2,027,297.66 $2,088,116.59

$2,150,760.09 $10,145,346.97

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EXHIBIT H

BILLABLE MONTHLY RATE SHEET FOR
CONTRACT EXTENSION BY CITY FACILITY, AMENDMENT NO. 3
(AMENDED, REPLACES PREVIOUS)

This Exhibit H provides the billable rates for the six -month term extension September 1, 2022 through February 28, 2023 (Amendment No. 2).

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This Exhibit H provides the billable rates for the six-month term extension March 1, 2023 through August 31 28, 2023 (Amendment No. 3 – Added).

Invoice Description Mar-23 Apr-23 May-23 Jun-23 Jul-23 Aug-23 Airport 2,223.35$ 2,223.35$ 2,223.35$ 2,223.35$ 2,223.35$ 2,223.35$ Arastra Gateway 1,105.48$ 1,105.48$ 1,105.48$ 1,105.48$ 1,105.48$ 1,105.48$ Art Center 9,199.09$ 9,199.09$ 9,199.09$ 9,199.09$ 9,199.09$ 9,199.09$ Baylands Int. Center 1,259.56$ 1,259.56$ 1,259.56$ 1,259.56$ 1,259.56$ 1,259.56$ Children's Library 4,504.55$ 4,504.55$ 4,504.55$ 4,504.55$ 4,504.55$ 4,504.55$ Children's Theater 3,432.59$ 3,432.59$ 3,432.59$ 3,432.59$ 3,432.59$ 3,432.59$ City Hall 32,710.36$ 32,710.36$ 32,710.36$ 32,710.36$ 32,710.36$ 32,710.36$ College Terrace Library 2,133.83$ 2,133.83$ 2,133.83$ 2,133.83$ 2,133.83$ 2,133.83$ Community Theater 4,525.59$ 4,525.59$ 4,525.59$ 4,525.59$ 4,525.59$ 4,525.59$ Development Center 2,713.71$ 2,713.71$ 2,713.71$ 2,713.71$ 2,713.71$ 2,713.71$ Downtown Library 3,491.57$ 3,491.57$ 3,491.57$ 3,491.57$ 3,491.57$ 3,491.57$ Foothills Park 3,311.78$ 3,311.78$ 3,311.78$ 3,311.78$ 3,311.78$ 3,311.78$ Jr. Museum 6,426.54$ 6,426.54$ 6,426.54$ 6,426.54$ 6,426.54$ 6,426.54$ Landfill Office & Toll Booth 833.04$ 833.04$ 833.04$ 833.04$ 833.04$ 833.04$ Rinconada Library 10,951.10$ 10,951.10$ 10,951.10$ 10,951.10$ 10,951.10$ 10,951.10$ Mitchell Park Library 23,409.07$ 23,409.07$ 23,409.07$ 23,409.07$ 23,409.07$ 23,409.07$ Mitchell Park Community Center 3,800.92$ 3,800.92$ 3,800.92$ 3,800.92$ 3,800.92$ 3,800.92$ MSC Buildings (A, B, C, SCADA) 20,954.23$ 20,954.23$ 20,954.23$ 20,954.23$ 20,954.23$ 20,954.23$ Rinconada Park 1,157.85$ 1,157.85$ 1,157.85$ 1,157.85$ 1,157.85$ 1,157.85$ Mitchell Park 2,878.93$ 2,878.93$ 2,878.93$ 2,878.93$ 2,878.93$ 2,878.93$ Peers Park 1,148.59$ 1,148.59$ 1,148.59$ 1,148.59$ 1,148.59$ 1,148.59$ El Camino Park 1,692.93$ 1,692.93$ 1,692.93$ 1,692.93$ 1,692.93$ 1,692.93$ Greer Park 1,695.59$ 1,695.59$ 1,695.59$ 1,695.59$ 1,695.59$ 1,695.59$ Baylands Park 1,142.95$ 1,142.95$ 1,142.95$ 1,142.95$ 1,142.95$ 1,142.95$ Byxbee Park 1,147.38$ 1,147.38$ 1,147.38$ 1,147.38$ 1,147.38$ 1,147.38$ Hoover Park 1,121.38$ 1,121.38$ 1,121.38$ 1,121.38$ 1,121.38$ 1,121.38$ Stanford Fields 2,269.09$ 2,269.09$ 2,269.09$ 2,269.09$ 2,269.09$ 2,269.09$ Seale Park 1,110.85$ 1,110.85$ 1,110.85$ 1,110.85$ 1,110.85$ 1,110.85$ Briones Park 1,110.85$ 1,110.85$ 1,110.85$ 1,110.85$ 1,110.85$ 1,110.85$ Rinconada Pool 6,658.12$ 6,658.12$ 6,658.12$ 6,658.12$ 6,658.12$ 6,658.12$ Utility Offices (1005 & 1007 Elwell) 5,143.96$ 5,143.96$ 5,143.96$ 5,143.96$ 5,143.96$ 5,143.96$ Water Quality Buildings (Admin, Lab, Maint Bldgs) 6,025.77$ 6,025.77$ 6,025.77$ 6,025.77$ 6,025.77$ 6,025.77$ Parking Lot Q 2,124.69$ 2,124.69$ 2,124.69$ 2,124.69$ 2,124.69$ 2,124.69$ Parking Lot R 3,205.37$ 3,205.37$ 3,205.37$ 3,205.37$ 3,205.37$ 3,205.37$ Parking Lot S/L 5,319.67$ 5,319.67$ 5,319.67$ 5,319.67$ 5,319.67$ 5,319.67$ Parking Lot J 3,181.84$ 3,181.84$ 3,181.84$ 3,181.84$ 3,181.84$ 3,181.84$ City Hall Garage 4,238.99$ 4,238.99$ 4,238.99$ 4,238.99$ 4,238.99$ 4,238.99$ Police Department (Carlos Pizano) 40hrs/week m-f *42.07 7,350.47$ 7,350.47$ 7,350.47$ 7,350.47$ 7,350.47$ 7,350.47$ Total 196,711.61$ 196,711.61$ 196,711.61$ 196,711.61$ 196,711.61$ 196,711.61$ City of Palo Alto - Forecast 6 Months Invoices

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EXHIBIT I
PAYMENT OF BACK WAGES BY CONTRACTOR, AMENMENT NO. 3
(ADDED)

Notwithstanding any provision in the Contract to contrary, Contractors agrees to distribute the sum of ninety -seven thousand one hundred twenty two dollars ($97,122) of the additional compensation provided under Amendment 3 to any former or current employees of Contractor for hours worked under this Contract ("eligible employees") as back wages for the period between September 1, 2018 and April 8, 2022, with such sum representing CITY's share of pay increases required by the Contract during that period, a s well as interest thereon.

Contractor further agrees to distribute an equal sum to eligible employees, with such sum representing Contractor's share of pay increases required by the Contract during that period, as well as interest thereon.

Payments to eligible employees for both CITY's and Contractor's shares shall be made individually payable to eligible employees and issued by direct deposit or by check, mailed by certified return receipt, to the eligible employees last known address.

All payments to eligible employees for both CITY's and Contractor's shares of wages increases and interest shall be made no later than March 31, 2023.

Consistent with Section L “AUDITS”, Contractor shall provide CITY with CONTRACTOR'S records evidencing performance of its obligations under this Exhibit I no later than April 28, 2023.

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City of Palo Alto (ID # 14685)
City Council Staff Report

Meeting Date: 12/19/2022 Report Type: Consent Calendar

City of Palo Alto Page 1

Title: Approval of Contract With Woodard & Curran, Inc. (C23186176) in a Total Amount Not to Exceed $3,151,500 for Program Management Services for Projects Under the Long Range Facilities Plan of the Regional Water Quality Control Plant – Capital Improveme nt Program Project WQ - 10001 From: City Manager
Lead Department: Public Works

Recommendation
Staff recommends that City Council approve and authorize the City Manager or their designee to execute the contract with Woodard & Curran, Inc. , in the amount of $3,151,500 from January 1, 2023 to March 31, 2028 to provide program management services for projects under the Long Range Facilities Plan of the Regional Water Quality Control Plant, including $2, 865,000 for basic services and $286,500 for additional services.

Background
The Regional Water Quality Control Plant (RWQCP) was originally constructed in 193 4 and has undergone several rehabilitations. In 2012, staff developed a Long-Range Facilities Plan (LRFP) 1 to upgrade its facilities and treatment processe s. The LRFP’s goals are to reduce the RWQCP’s carbon footprint, modernize aging infrastructure, address changing regulatory requirements, increase treatment efficiency and reliability, and provide dependable and sustainable treatment. The LRFP was accepted by Council on July 2, 2012 (SR ID# 29142).

On November 10, 2014 , Council approved a three-year contract with RMC Water and Environment (acquired in 2016 by Woodard & Curran) (SR ID#51163) to provide capital program management services. Program management services support in -house staff with additional expertise in delivering the projects comprising the LRFP Capital Improvement Program . The

1 Long Range Facilities Plan, October, 2012, https://www.cityofpaloalto.org/files/assets/public/public- works/water-quality-control-plant/lrfp-final-report-08-2012.pdf 2 City Council, July, 2012; Agenda Item #7; CMR#2914,
http://www.cityofpaloalto.org/civicax/filebank/documents/30006 3 City Council, November, 2014; Agenda Item #15; CMR#5116, https://www.cityofpaloalto.org/files/assets/public/public-works/water-quality-control-plant/files-for-staff- reports/111014-5116-cip-program-management-services-at-rwqcp.pdf 15 Packet Pg. 186

City of Palo Alto Page 2

contract had two no -cost time extensions through December 31, 2022 covered in SR ID#82104 on November 6, 2017 and SR ID#116125 on November 9, 2020.

Table 1 gives an outline of the key Capital Improvement Program (CIP) projects covered under the LRFP.

Table 1: Summary of Key LRFP CIP Projects

4 City Council, November, 2017; Agenda Item #3; CMR#8210, https://www.cityofpaloalto.org/files/assets/public/public-works/water-quality-control-plant/id-8210-adoption- ofamendment-no.-1-to-contract-with-rmc-water-and-environment-for-professional-services_2.pdf 5 City Council, November, 2020; Agenda Item #6; CMR#11612, November 9, 2020, https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/reports/city-manager-reports- cmrs/year-archive/2020-2/id-11612.pdf
6 SRF – State of California, State Water Resources Control Board, Clean Water State Revolving Fund Project Title Status
Expected Funding
Mechanism
Cost
(millions)
Primary Sedimentation Tanks Rehabilitation
and Equipment Room Electrical Upgrade
Project (WQ-14003)
Construction SRF6 Loan $19.4
Secondary Treatment Upgrades (WQ-19001) Awarding SRF Loan $193.0 Miscellaneous Projects in Progress (WQ-19002) Various Annual Recurring Capital Budget $10.6
Joint Interceptor Sewer Relining (WQ-24000) 30% Design
Special One-Time
Payment or Revenue
Bond
$5.6
New Outfall Pipeline (WQ-19000) 90%
Redesign SRF Loan $17.4
Advanced Water Purification System (WQ-
19003) 90% Design
Valley Water $16M
USBR $12.9M Grant
MV $18M - SRF
PA WWT $6M - SRF

$56.0
Headworks Facility (WQ-16002) Planning SRF Loan $48.6
New Laboratory and Staff Workspaces (WQ-
14002)
(Various staff workspace alternatives)
Design and
Advanced
Planning
Revenue Bond $47.4
Valley Water Regional Purification Drinking
Water Plant at Old Los Altos Treatment Plant
(appx. $700 million)
--9+ MGD Pump Station at RWQCP
--New Regional Drinking Water Plant

Coordinating
with Valley
Water
Valley Water n/a
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Discussion
Woodard & Curran , Inc. (W&C) is currently contracted to provide Wastewater Treatment Enterprise Fund capital program management services through the end of calendar year 2022.

W&C is pivotal in providing the additional staff resources and services to implement the LRFP improvements while allowing existing Regional Water Quality Control Plant (RWQCP) staff members to perform their ongoing functions and workload. Approval of this new contract with W&C (C23186176, Attachment A) extends those key services through Ma rch 2028 to support the RWQCP capital program.

Implementation of the highly technical and complicated projects under the LRFP while maintaining plant operation and full permit compliance requires careful planning and supervision. The varying phases of the se projects are overlapping , and the workload fluctuates significantly. Flexible staffing with flexible time allocation is required to accommodate the needs of the program. The RWQCP has a small engineering group and cannot accommodate the flexible staffing needs and the skill set for program implementation. The LRFP program requires augmentation of staff by consultants with a wide spectrum of skills, including structural, civil, process mechanical, electrical, instrumentation and controls, environmental, p roject management, and construction administration as required. To implement the capital program’s projects efficiently and effectively , consultant resources with the appropriate skill set s must be available when required so that each phase of the program can be implemented in a timely manner without causing delay to subsequent phases.

Scope of Services Description
W&C provides program management for the implementation of the projects under the LRFP.

The scope of work includes:

1. Plan and coordinate the ac tivities of the various phases/projects to maintain conformance with the City’s budget and schedule;

2. Assist staff in obtaining the services of consulting engineering firms to complete the environmental documentation and design of projects;

3. Assist staff in managing multiple consultants on multiple projects and conduct review of reports, plans, and specifications prepared by the consulting engineering firms for projects;

4. Assist staff in managing multiple construction contracts to ensure proper execution of construction contracts;

5. Monitor overall budgets and schedules and maintain conformance with the City’s budget and schedule;

6. Assist with regulatory and public outreach requirements;

7. Develop solutions that ensure ongoing RWQCP operation al and regulatory compli ance as a result of the construction projects;
Total $398
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8. Assist City with acquisition of funding, such as the State Water Resources Control Board State Revolving Fund loan program or bond financing;

9. Assist City with review and coordination regarding Valley Water’s R egional Advanced Water Purification Project; and

10. Other miscellaneous project management tasks.

Under the terms of the contract , W&C is not permitted to propose on any environmental studies or design work for the projects under the LRFP.

Summary of Solic itation Process and Exemption from Competitive Solicitation per Palo Alto Municipal Code
The RWQCP currently has multiple projects in various stages of development. Under these circumstances, changing resources providing Program Management services would s acrifice time and institutional knowledge, risk ing project delays and cost increases to the projects already in progress , as well as strain staff resources. W&C was selected through a competitive solicitation process in 2014, and has provided services unde r their current contract from November 10, 2014 to December 31, 2022 for a contract amount of $4,357,899 . Expenses in this new contract remain in line with the expenses and term of the prior contract.

Staff is pleased with the performance and value curre ntly provided to the RWQCP capital improvement program by W&C . Staff regularly monitors and oversees W&C’s performance.

Additionally, W&C reports regularly to an interdepartmental committee overseeing ongoing capital program management progress and perform ance. In addition to other staff, this interdepartmental committee includes the Directors of Public Works and Administrative Services. The contract is on the City’s professional services template, which permits the City to terminate without cause/for convenience by providing written notice to the contractor.

Resource Impact
Funding for the contract recommended in this staff report is available in the F iscal Year 2023 Wastewater Treatment Fund Capital Improvement Program Plant Master Plan project (WQ- 10001). Funding for future years of the contract will be subject to Council appropriation as part of the annual budget process.

The work performed by W&C to coordinate and assist with Valley Water’s Regional Advanced Water Purification project at the Old Los Altos Treatment Plant is expected to be reimbursed by Valley Water.

Policy Implications
Authorization of this project does not represent a change in existing policies.

Stakeholder Engagement
This project is part of the RWQCP’s major capital improvement p rogram funded by Palo Alto and the five partner agencies who use the RWQCP for wastewater treatment. The five partner 15 Packet Pg. 189

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agencies are regularly updated on both the need for and the progress of wastewater treatment capital work. Updates are provided each year at an annual meeting and at other periodic meetings established to inform partner agency staff about the major capital improvement program. With respect to Palo Alto itself, the open meetings on the budget process serve as the main vehicle for engaging the community on both new projects such as this and associated rate impacts.

Environmental Review
Council action on this item is not a project as defined by the California Environmental Quality Act (CEQA) because extending a contract for program management services 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). Individual projects in the LRFP Capital Improvement Program will undergo separate review where required under CEQA.

Attachments:
• Attachment15.a: Attachment A C23186176 W&C_PSA_12.05.2022 15 Packet Pg. 190

Professional Services
Rev. Dec.15, 2020

CITY OF PALO ALTO CONTRACT NO. C23186176

AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND WOODARD & CURRAN, INC.

This Agreement for Professional Services (this “Agreement”) is entered into as of the 19th day of December 2022 (the “Effective Date”) , by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and WOODARD & CURRAN , INC. a Maine corporation, located at 41 Hutchins Drive, Portland, ME 04102 , DIR #1000046744 (“CONSULTANT”).

The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference:

RECITALS

A. CITY intends to implement its Long Range Facilities Plan (LRFP) (the “Project”) and desires to engage a consultant to program management services in connection with the Project ( the “Services”, as detailed more fully in Exhibit A).

B. CONSULTANT represent s that it , its employees and subconsultants, if any, possess the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services.

C. CITY, in reliance on these representations, desires to engage CONSULTANT to provide the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”.

NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree as follows:

SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit A in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY.

SECTION 2. TERM.

The term of this Agreement shall be from January 1, 2023 through March 31, 2028 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 i n 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 DocuSign Envelope ID: 276D42DC-3F15-44D0-B3BE-3E29FE3BE1CF

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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 Million Eight Hundred Sixty- Five Thousand Dollars ($2,865,000). 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.

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 Eighty-Six Thousand Five Hundred Dollars ($286,500) for the performance of Additional Services (as defined below). The total compensation for performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C , shall not exceed Three Million One Hundred Fifty-One Thousand Five Hundred Dollars ($3,151,500), 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 exec uted 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 DocuSign Envelope ID: 276D42DC-3F15-44D0-B3BE-3E29FE3BE1CF

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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 superv ision. 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 per form the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances.

SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement , as amended from time to time . CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services.

SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services , arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions.

SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall su bmit 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 DocuSign Envelope ID: 276D42DC-3F15-44D0-B3BE-3E29FE3BE1CF

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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, heal th 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 transf er 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, succes sors, executors, administrators and assignees of the parties.

SECTION 12. SUBCONTRACTING.

Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the 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:

Bartle Wells Associates, 1889 Alcatraz Avenue, Berkeley, CA 94703

SWA Services Group, Inc., 68 Harold Avenue, Santa Clara, CA 95050

CONSULTANT shall be responsible for directing the work of any subcon tractors and for any compensation due to subcon tractors. 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.

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SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Greg Sands, P.E., 101 Montgomery Street, Suite 1850, San Francisco, CA 94104, Telephone: 408-240-8161, Email:
[email protected] as the CONSULTANT’s Project Manager to have supervisory responsibility for the performan ce, 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 P roject 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 Padmakar M. Chaobal, P.E., Public Works Department, Environmental Services Division, Regional Water Quality Control Plant (RWQCP) , 2501 Embarcadero Way, Palo Alto, CA, 94303, Telephone: 650-329-2287, Email: [email protected]. CITY’s Project Manager will be CONSULTANT’s point of contact with r espect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time.

SECTION 14. OWNERSHIP OF MATERIALS. Except for Consultant’s proprietary software, source code, software frameworks and methodologies, a ll 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 c overed 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 DocuSign Envelope ID: 276D42DC-3F15-44D0-B3BE-3E29FE3BE1CF

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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.

16.2. Notwithstanding the above, nothing in this Section 1 6 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 indemnifica tion. The provisions of this Section 1 6 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 t he 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 DocuSign Envelope ID: 276D42DC-3F15-44D0-B3BE-3E29FE3BE1CF

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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 materially 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.

SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.

19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided under this Agreement or at law, the City Manager may terminate this Agreement sooner upon written notice of termination. Upon receipt of any notice of suspension or termination, CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination.

19.2. In event of suspension or termination, CONSULTANT will deliver to the City Manager on or before the effective date in the notice of suspension or termination, any and all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed, prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such work product is the property of CITY, as detailed in Section 14 (Ownership of Materials).

19.3. In event of suspension or termination, CONSULTANT will be paid for the Services rendered and work products delivered to CITY in accordance with the Scope of Services up to the effective date in the notice of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s Services provided in material conformity with this Agreement as such determination is made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25, 27, 28, 29 and 30.

19.4. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement , unless made in accordance with Section 17 (Waivers).

SECTION 20. NOTICES.

All notices hereunder will be given in writing and mailed, postage prepaid, by DocuSign Envelope ID: 276D42DC-3F15-44D0-B3BE-3E29FE3BE1CF

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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, disabili ty, 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 Sec tion

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 under stands and agrees that pursuant to the Americans Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the DocuSign Envelope ID: 276D42DC-3F15-44D0-B3BE-3E29FE3BE1CF

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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 t he 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 requireme nts 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, C ONSULTANT 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 otherwi se 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 C ONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed.

SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE .

CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060.

SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code , as amended from time to time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement.

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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 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”.

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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 Agreeme nt 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, d irectly 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 DocuSign Envelope ID: 276D42DC-3F15-44D0-B3BE-3E29FE3BE1CF

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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 cop ies of Confidential Information. All Confidential Information is and will remain the property of the CITY and nothing contained in this Agreement grants or confers any rights to such Confidential Information on CONSULTANT.

28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions.

SECTION 29. MISCELLANEOUS PROVISIONS.

29.1. This Agreement will be governed by California law, without regard to its conflict of law provisions.

29.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California.

29.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys ’ fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties.

29.4. This Agreement, including all exhibits, constitutes the entire and integrated agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations, statements and undertakings, either oral or written. This Agreement may be amended only by a written instrument, which is signed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code, as amended from time to time.

29.5. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in full force and effect.

29.6. In the event of a conflict between the terms of this Agreement and the exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if any), the exhibits shall control.

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.

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29.9. This Agreement may be signed in multiple counterparts, which, when executed by the authorized representatives of the parties, shall together constitute a single binding agreement.

29.10. Neither party shall be responsible or liable to the other for special, indirect or consequential damages.

SECTION 30. EXHIBITS . Each of t he following exhibits , if the check box for such exhibit is selected below, is hereby attached and incorporated into this Agreement by reference as though fully set forth herein:

EXHIBIT A: SCOPE OF SERVICES
EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS

THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED.

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CONTRACT NO. C23186176 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

WOODARD & CURRAN, INC.

Officer 1

By:_______________________________

Name:_____________________________

Title:______________________________

Officer 2

By:_______________________________

Name:_____________________________

Title:______________________________

DocuSign Envelope ID: 276D42DC-3F15-44D0-B3BE-3E29FE3BE1CF Thomas F Hazlett, III, Executive Vice President
Executive Vice President
Carrie Del Boccio, Vice President
Vice President

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EXHIBIT A

SCOPE OF SERVICES

CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF SERVICES”.

The Palo Alto Regional Water Quality Control Plant (RWQCP; or “Plant”) was constructed in 1934.

The RWQCP has undergone several expansions and upgrades. Currently, the RWQCP is an advanced treatment facility that provides treatment and d isposal of wastewater for Palo Alto, Mountain View, Los Altos, Los Altos Hills, the East Palo Alto Sanitary District, and Stanford University. Palo Alto owns and operates the RWQCP on behalf of its five “Partner” agencies. The RWQCP has a permitted and designed average dry weather flow (ADWF) capacity of 39 million gallons per day (mgd). Flows have been averaging about 16 mgd. Treated effluent from the RWQCP is discharged to San Francisco Bay as well as to the RWQCP recycled water facility for beneficial reuse. A Long-Range Facilities Plan ( LRFP) was prepared in 2012 to provide a road map for the RWQCP’s future process and facility upgrades. The City of Palo Alto seeks professional services / program management services to assist City staff with implementation of capital improvement projects defined in the LRFP.

BACKGROUND

The RWQCP was originally constructed in 1934 f or Palo Alto and Stanford flows. In 1972, the RWQCP was upgraded to a larger regional secondary treatment facility with a dry-season capacity of 35 mgd and a peak wet weather capacity of 80 mgd. In 1980, construction was completed for an upgrade to provide nitrification and tertiary treatment. In 1988, a capacity expansion project increased the overall permitted average dry weather flow capacity to 39 mgd, with bypass provisions of the nitrification and tertiary treatment processes for flows more than 39 mgd.

The existing RWQCP treatment processes consist of headworks, primary, two -stage secondary, tertiary, ultraviolet disinfection, sludge dewatering and truck loadout, and recycled water treatment.

Some of the original structures are still in use.

In 2012, the RWQCP completed the LRFP providing a roadmap to upgrade its facilities and treatment processes. The goals are to reduce the RWQCP’s carbon footprint, increase treatment efficiency and reliability, and provide dependable and sustainable treatment. The LRFP was accepted by the Palo Alto City Council on July 2, 2012. The LRFP and information about the Plant are available on the City of Palo Alto’s website 1. The LRFP identified a total cost of $192 million (2015 dollars) of facilities, rehabilitation work, and process replacement projects to be constructed over a ten-year period. Projects are in various phases of development. A key LRFP project was for the Sludge Dewatering and Loadout Facility, which was put in operation in 2019. The latest total ten-year capital program cost is $407 million for remaining work.

1https://www.cityofpaloalto.org/files/assets/public/public-works/water-quality-control-plant/lrfp- final-report-08-2012.pdf
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The RWQCP seeks to retain a consulting firm to act as Program Manager for the remaining LRFP projects as well as any LRFP update that may be initiated during the contract term. The Program Manager will be responsible for planning and coordinating project activities, acquiring and managing the preparation of design and environmental documents by other consultants, conducting design reviews, coordinating or managing construction of projects, working with RWQCP engineering staff to monitor overall budgets and schedules, facilitating the RWQCP with regulatory and partner agency’ liaison, and assisting the RWQCP on public relations, as needed. The Program Manager and its subconsultants are not authorized to propose on design work of any of the CIP projects under the LRFP, which is following City’s procurement policies and municipal code.

PROJECT APPROACH

The LRFP provides a basis for the RWQCP’s capital improvement goals. The Consultant shall assist the RWQCP to implement the projects following the road map outlined in the LRFP. The LRFP identified major facilities/processes that need to be upgraded or replaced; the associ ated capital improvement projects with tentative implementation schedule and budget are listed in Attachment A.

The RWQCP anticipates awarding separate professional service contracts for the design of the aforementioned projects that are either in plannin g or not started. The RWQCP may consider the use of design-build process for some projects.

CONSULTANT SERVICES

GENERAL

The Consultant shall provide program management for the implementation of the LRFP. The goal of the LRFP is to support permit compliance with capital assets that are in a state of operational readiness to meet needs of wastewater treatment and recycled water treatment. The LRFP provides an overall rehabilitation plan as well as defining new processes and facilities at the existing RWQCP. The program requires a Consultant to provide a wide variety of services. The Consultant team shall have experience in competitive bid process and possess a full spectrum of engineering/financial expertise, including structural, civil, process mechanical, instrumentation & controls, environmental, and construction management (CM). On June 14, 2021, the City contracted with five CM firms for a term of 5.5 years with the intention of pre-selecting individual firms for providing CM services under a Council approved contract amendment for each of the LRFP’s major CIP projects. However, RWQCP staff may request CM services from program management consultant for miscellaneous minor CIP and in-house projects, if needed.

Consultant shall be knowle dgeable of laws and regulations related to wastewater treatment facilities including NPDES permit regulations, California and federal air regulations, greenhouse gas regulations, OSHA, and environmental documentation requirements. Consultant shall put together a flexible team with flexible time allocation to accommodate the needs of the program.

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The program manager will report to the senior engineers of the RWQCP. The Consultant shall become familiar with the City’s procedures and be an extension of the RWQCP engineering group.

It is therefore important that the Consultant team shares common values with the RWQCP staff and a communication style for successful integration with RWQCP staff. It is the RWQCP’s expectation that the Consultant operate in an advisory capacity on matters requiring decisions and be able to implement the LRFP with minimal assistance from RWQCP staff. Consultant is not expected to navigate the projects through City procedures but is expected to provide all support documents needed for RWQCP staff to move the project through City process.

There is limited office space available at the RWQCP. RWQCP staff will work with Consultant to determine how best to accommodate Consultant team for optimal efficiency. Consultant shall keep its work properly organized at all times. As much as possible, records shall be in electronic format compatible with the RWQCP’s software, hardware, and security protocols. Records of work shall be available to the RWQCP at all times. City will have ownership rights of all records and documents. Consultant shall not share City documents or information with anyone outside of the City organization, except the Consultant program team, without the City’s approval. Any preliminary design performed by Consultant under this Contract shall be the property of the City and City has the right to allow the design engineer to use the preliminary design documents to complete the final design.

BASIC SERVICES

Task 1: Project management
Consultant shall provide necessary administration, minutes, proper invoicing meeting funding agencies’ requirements, budget control, project controls, quality assurance and reviews, and professional oversight. Project staffing shall be maintained at acceptable levels to keep the project on schedule, ensure continuity of information, and satisfy the requirements of the scope of work.

Task 2: Planning and coordination
Consultant shall review the work requirements of the LRFP and make projection of the impacts on the RWQCP’s treatment process, operation, and finance. Consultant shall lay out the schedule for the funding, environmental review, design, regulatory, and construction activities for a phased implementation of the LRFP. Consultant shall plan and coordinate the activities of the various phases/projects to maintain conformance with the LRFP budget and schedule. Consultant shall:

2.1 Determine phasing of work, critical paths, milestones for projects to minimize impact while ensuring the RWQCP complies with regulatory requirements, consistent with the LRFP recommendations

2.2 Set deadlines for funding, permitting, environmental review, design, and construction for the various phases/projects

2.3 Refine and customize program management tools to fit the specific needs of the LRFP, including tools for budget management, schedule management, cash flow & forecasting and accounting & financing
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2.4 Develop and maintain a master schedule of all the projects under the LRFP, perform CPM analysis as needed

2.5 Develop and maintain a comprehensive overall program budget and cash flow projection for the LRFP

2.6 Develop reporting tool to provide updates and alert the RWQCP of issues in a timely manner

Task 3: Assist City with acquisition and management of project consultants Consultant shall assist the RWQCP in obtaining the services of consulting engineering firms to complete the environmental documentations and designs of projects under the LRFP, keeping all financial management and billings separate for these two projects. Consultant will not be allowed to propose on any of these projects. Consultant shall:

3.1 Prepare scope of work and Requests for Proposal

3.2 Assist RWQCP staff to navigate project through City’s acquisition process to obtain the engineering services

3.3 Evaluate proposals and assist RWQCP with the selection of engineering firms for the projects

3.4 As directed by the City Project Manager, oversee and provide consistency across multiple designers and ensure that the designs of multiple projects would result in consistency across multiple contractors

3.5 Develop document management requirements and ensure consistency in project reporting and products

Task 4: Design/document reviews
Consultant shall conduct review of the reports, plans and specifications prepared by the consulting engineering firms for projects under the LRFP. Consultant shall:

4 . 1 Coordinate and engage plant staff with projects to ensure proper basis of planning and design

4 . 2 Review all reports, design submittals, scope changes, project products and establish a QA/QC program

4 . 3 Coordinate and provide information needed for environmental documents and design of projects, and ensure consistency across multiple projects

4 . 4 Provide value engineering and constructability review

4 . 5 Review and ensure regulatory compliance
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Task 5: Services for project construction
Consultant shall assist the RWQCP to ensure proper execution of construction contracts under the LRFP. Consultant shall:

5.1 Prepare invitation for bid packages

5.2 Assist RWQCP staff to navigate through City’s acquisition procedures to obtain the contracts for construction of the LRFP projects

5.3 The RWQCP has the option to and may request the Consultant to provide or assist staff with construction management services. Consultant shall prepare the scope and budget.

City will amend the Consultant’s annual contract to include the agreed upon fee for the construction management services. Consultant will then perform the construction management services under the amended Basic Services

5.4 Alternatively, the RWQCP has the option to request Consultant to prepare “Request for Proposal” document to obtain the services of construction management firm to oversee the construction project. Consultant and/or its Sub-consultants may propose on this task

5.5 Coordinate and ensure consistency and continuity across multiple construction projects

5.6 Coordinate multiple construction project activities with plant operations / project phasing
/ shutdowns

5.7 Coordinate and review the progress of multiple construction projects to ensure that conflicts/issues are resolved by the appropriate parties in a timely manner

5.8 Keep the RWQCP informed of the progress of the projects Task 6: Budget and schedule management
Consultant shall monitor overall budgets and schedules and maintain conformance with the LRFP budget and schedule. Consultant shall:

6.1 Monitor the budget and schedule of multiple projects under varying phases of design and construction

6.2 Coordinate and monitor funding activities for the projects

6.3 Prepare cash flow and forecast for the individual project and for the combined projects under the program. Review capital project cash flow projections with City Staff (PWD management, Budget managers) and recommend solutions to mitigate cash flow challenges and state SRF reimbursement delays. This may include interfund loans, bridge loans, etc.

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Prepare accounting and financing documents/reports for City, partner agencies, and funding agencies

6.4 Document accounting, financing, and reporting activities in sufficient detail, suitable for internal and outside audits

6.5 Assist staff to develop a plan for Wastewater Treatment Fund reserves.

Task 7: Participation with in-house projects
Consultant shall coordinate with RWQCP engineering group on activities of in -house projects to avoid or resolve any conflicts with schedules or work. Coordination with plant staff shall be an on-going continuous effort of the Consultant’s services.

Consultant may be asked to assist RWQCP staff with minor in -house project design and/or construction management. Upon request by the RWQCP engineering staff, Consultant shall prepare the scope of work and budget. If RWQCP desires Consultant’s service for the minor in- house project, such work shall be performed under the Additional Task component of the contract.

Task 8: Regulatory and partner agencies liaison
Consultant shall facilitate with regulatory and partner agencies as a liaison. As needed, Consultant shall:

8.1 Prepare informational material and assist the RWQCP with the presentation of workshops and updates for the City management, Council Committees, City Council, and partner agencies

8.2 Coordinate and prepare applications and regulatory documents as needed for the projects, collaborate with regulatory agencies, establish permit requirements, and assist the RWQCP in the permitting process

8.3 Update and assist the RWQCP with regulatory changes and compliance requirements Task 9: Public outreach
For public relations, the city typically takes a lead role and utilizes outside help on an as needed basis. Consultant shall assist the RWQCP with any required public outreach. Most of the public outreach for the program has been done during the preparation of the LRFP. The RWQCP does not expect any project controversy or a significant need for outside assistance with public outreach. Consultant shall:

9.1 Prepare program communications plan, if needed

9.2 Perform technical, regulatory, and environmental analyses if needed to prepare for public outreach effort

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9.3 Prepare slides, handouts, and outreach materials

9.4 Assist with public meetings

9.5 Incorporate stakeholders/public inputs

9.6 Document the outreach process, issues, discussions, goals, and outcome Task 10: Funding acquisition
City anticipates applying and obtaining funding for the LRFP projects from the State Revolving Fund loan (SRF) and possibly the EPA WIFIA program. Consultant may be required to assist City with funding acquisition. When requested by the RWQCP, assist with acquisition of funding, such as the State Revolving Fund loan or bond financing. This includes preparing the budget and application packages for SRF by completing the SRF checklists, liaison between the State Water Board staff and City staff etc. Additionally, consultant will be asked to seek grant funding from all available sources. Consultant shall be knowledgeable and be prepared to provide the full spectrum of services needed to secure funding including SRF, revenue bonds, or grant. Services would include preparation of the necessary documents required by funding agency, meeting, and coordination with funding agency, pre paration of documents for council approval, coordination with credit review agency, etc.

Task 11: Office Trailer
Consultant shall provide office space, office equipment, furniture and all item required to function as a field office for managing various ph ases of the program. City may be able to accommodate two to three of Consultant staff in the WQCP Engineering Office trailers. This shall be negotiated and finalized with the Consultant selected for this contract.

Task 12: Purified Water Program (PWP) Support Services As-Needed As directed by the City, Consultant shall facilitate dialogue and information sharing with Valley Water for the PWP, including meeting attendance, coordination of program document reviews and technical analyses to support the PWP , and identification of and coordination with appropriate City staff (e.g. RWQCP staff, legal, real estate, etc.) based on the type of documents needing review. Task may include the following, however not all task needs are identified at this time. Level of effort limited to budget.

12.1 Review and prepare communications (e.g., agenda, minutes, memoranda, and schedules)

12.2 Facilitate PWP Agreement finalization between the City and Valley Water, including funding

12.3 Coordinate environmental reviews and comments (e.g. , CEQA, Coordinate Phase 1 Environmental Assessments)

12.4 Coordinate with regional and state agencies (e.g., Regional Board, State Lands Commission)
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12.5 Coordinate data request responses and additional testing/sampling, including ROC pilot

12.6 Provide technical exper tise and review technical documents/requirements (e.g., tie -in requirements)

12.7 Coordinate with City departments and projects, including PAU (power provision) and HomeKey

12.8 Facilitate sewer connection process discussions/process

12.9 Facilitate pump station and pipeline easements discussions/process

12.10 Facilitate compensation plan amendment and parcel subdivision discussions/process

12.11 Facilitate specialized discussions (e.g., Area A wetlands mitigation, hazardous materials/waste)
Task 13: Optional Task - Financial Support Services As-Needed As directed by the City, Consultant shall complete any remaining tasks related to the Preliminary Financial Plan for the Advanced Water Purification System. As directed by the City, Consultant shall provide additional financial services; services may include the following, however not all task needs are identified at this time. Level of effort limited to budget.

13.1 Develop a final financial plan for the AWPS

13.2 Evaluate additional AWPS financing alternatives

13.3 Analyze recycled water costs and rates

13. 4 Present AWPS, CIP, and Plant financial information, plans and forecasts

13.5 Attend committee and Council meetings

ADDITIONAL SERVICES

The City may elect to have the Consultant perform any or all the following additional services.

The consultant shall perform these services only if pre-authorized in writing by the City Project Manager. Proposer shall provide an hourly rate sheet, include annual escalation for future years if any, in the proposal.

1. When requested by the RWQCP, assist with minor in-house project design and construction management.

2. Assist City with public outreach efforts in excess of Task 9 due to unforeseen controversies.

3. Assist City with regulatory compliance or permitting efforts in excess of Task 8 due to unforeseen regulatory/permitting changes.

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Related links

1. Biosolids Facility Plan (BFP)
https://www.cityofpaloalto.org/civicax/filebank/documents/480 45 2. Long Range Facility Plan (LRFP) https://www.cityofpaloalto.org/files/assets/public/public- works/water-quality-control- plant/lrfp-final-report-08-2012.pdf

3. Site Assessment and Design Guidelines for Baylands Natural Preserve https://www.cityofpaloalto.org/files/assets/public/planning-amp-development- services/file- migration/current-planning/forms-and-guidelines/baylands-nature-preserve- site-assessment- and-design-guidelines.pdf

4. Palo Alto Municipal Code
https://codelibrary.amlegal.com/codes/paloalto/latest/overvie w

5. PA Goals, Policies and Programs
https://www.cityofpaloalto.org/files/assets/public/public-works/tree- section/ufmp/attach-a- gpp-revised-2nd-ed-4-council-in-fall-of-2018-reduced-2-25-

19.pdf

6. City of Palo Sea Level Rise Adaptation Policy
https://www.cityofpaloalto.org/Departments/Public-Works/Watershed-Protection/Sea- Level- Rise

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Attachment A
LRFP Capital Improvement Program Projects
Tentative Status and Budget

Project Status
Expected
Funding
Expense
(million $)
Solids Handling – Sludge
Dewatering & Loadout Facility

Construction complete.

Facility on line 2019
Funded through
SRF $28.8
Primary Sedimentation Tanks
Rehabilitation and Equipment
Room Electrical Upgrade
Project
Construction.

Est. completion Dec.
2023
SRF Loan $19.4
New Outfall Pipeline
90% Redesign SRF Loan $17.4
Secondary Treatment
Upgrades (Originally Fixed
film reactors rehab.)
Bidding
Est. completion Dec.
2027
SRF Loan $193
Advanced Water Purification
System 60% Design
VW $16M;
USBR $12.9M
Grant
MV $18M/PA
WWT $6M-SRF
$52.5
Headworks Facility
Budgeted SRF Loan $48.6
Projects in Progress ($3.7M
annually) Various Operating
Capital Budget varies
Joint Interceptor Sewer
Rehabilitation Phase 1
(Phase 2 – after 5 to 10 years)
Design Pay Go – 6%
Bond – 94% $14.2
Staff Buildings (New and
Rehab.)
Laboratory and Technical
Services staff building
Advanced Planning
Also, the City may
acquire neighboring real
estate to supplement the
main site for these
facilities.

Bond – 100%
(construction) $56
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Project Status
Expected
Funding
Expense
(million $)
Valley Water Purified
Drinking Water Regional Plant
at Los Altos Treatment Plant
Site
--9+ MGD Pump Station at
RWQCP (P3 Project/DBOM)
--New Regional Drinking
Water Plant (P3
Project/DBOM)
Planning Valley Water n/a
Projects not started:

1. Large diameter pipeline
rehab. or replacement at
RWQCP

2. Dual media filter facility
replacement and/or
rehabilitation

3. Recycled water filtration
facility rehabilitation

4. W4 process water pump
room upgrades

5. Additional 12kV loop
upgrade rehabilitation phases
2+ (construction)

6. Gravity Thickener –
concrete repair, coating, and
mechanism replacement

7. Solids Treatment/Handling
Projects

8. Horizontal Levee
Not yet started TBD TBD
Notes: The costs for the design and construction of the above projects increased from those listed in the 2012 LRFP due to more advanced engineering estimates, inflation, changes in the City’s Sea Level Rise Policy, market conditions, and updated and future regulatory requirements.

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EXHIBIT A-1

PROFESSIONAL SERVICES TASK ORDER

CONSULTANT shall perform the Services detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into this Task Order by this reference. 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 ___________________________________

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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. Year 1 deliverables 52

2. Year 2 deliverables 104

3. Year 3 deliverables 156

4. Year 4 deliverables 208

5. Year 5 deliverables 260

6. Year 6 deliverables 273

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.

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EXHIBIT C

COMPENSATION

CITY agrees to compensate CONSULTANT for Services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the rate schedule attached as Exhibit C -1 up to the not to exceed budget amount for each task set forth below.

CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below , provided that the total compensation for the Services, including any specified reimbursable expenses, and the total compensation for Additional Services (if any, per Section 4 of the Agreement) do not exceed the amounts set forth in Section 4 of this Agreement.

CONSULTANT agrees to complete all Services , any specified reimbursable expenses, and Additional Services (if any, per Section 4), within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY.

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BUDGET SCHEDULE

TASK NOT TO EXCEED AMOUNT
Task 1
(Project management)
$186,000.00
Task 2
(Planning and coordination)
$94,000.00
Task 3
(Assist City with acquisition and management of project consultants)
$349,000.00
Task 4
(Design/document reviews)
$338,000.00
Task 5
(Services for project construction)
$234,000.00
Task 6
(Budget and schedule management)
$397,000.00
Task 7
(Participation with in-house projects)
$280,000.00
Task 8
(Regulatory and partner agencies liaison)
$140,000.00
Task 9
(Public outreach)
$35,000.00
Task 10
(Funding acquisition)
$140,000.00
Task 11
(Office Trailer)
$137,000.00
Task 12
(Purified Water Program (PWP) Support Services - As
needed)
$472,000.00
Task 13
(Optional Task - Financial Support Services for AWPS - As needed)
$63,000.00
Sub-total for Services $2,865,000.00
Reimbursable Expenses (if any) $0.00
Total for Services and Reimbursable Expenses $2,865,000.00 Additional Services (if any, per Section 4) $286,500.00 Maximum Total Compensation $3,151,500.00

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REIMBURSABLE EXPENSES

CONSULTANT’S ordinary business expenses , such as administrative, overhead, administrative support time/overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in-house printing, insurance and other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder.

Reimbursable expenses, if any are specified as reimbursable under this section , will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are: NONE up to the not-to-exceed amount of: $0.00.

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EXHIBIT C-1

SCHEDULE OF RATES

The applicable rate schedule by which CONSULTANT will be paid for Services rendered under this Agreement and its Task Order(s), if any, is set forth below as Exhibit “C -1”, entitled “SCHEDULE OF RATES”. The fee schedules attached hereto in Exhibit C -1 shall apply during the first year of the term of the Agreement. Thereafter, CONTRACTOR’s compensation rates shall be adjusted annually effective on the commencement of the 2nd year, as follows: Each unit pri ce, hourly rates, and fee, as set forth the attached fee schedule, shall be adjusted by a percentage equal to the change in the Consumer Price Index for Urban Wage Earners and Clerical Workers for the San Francisco-Oakland-San Jose area, published by the United States Department of Labor Statistics (CPI), published most immediately preceding the commencement of the applicable contract year, compared with the CPI published for the prior year. Notwithstanding the foregoing, in no event shall CONTRACTOR’s comp ensation rates be increased by an amount exceeding five percent of the rates effective during the immediately preceding contract year. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation as set forth herein shall be at no cost to the CITY.

CONSULTANT’s schedule of rates is as follows:

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EXHIBIT D

INSURANCE REQUIREMENTS

CONSULTANTS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE

CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A -:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.

AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS AS SPECIFIED HEREIN.

REQUIRED TYPE OF COVERAGE REQUIREMENT

MINIMUM LIMITS
EACH

OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY

STATUTORY

STATUTORY STATUTORY STATUTORY
YES

GENERAL LIABILITY, INCLUDING

PERSONAL INJURY, BROAD FORM

PROPERTY DAMAGE BLANKET

CONTRACTUAL, AND FIRE LEGAL

LIABILITY

BODILY INJURY

PROPERTY DAMAGE

BODILY INJURY & PROPERTY
DAMAGE COMBINED.
$1,000,000

$1,000,000

$1,000,000

$1,000,000

$1,000,000

$1,000,000

YES

AUTOMOBILE LIABILITY,

INCLUDING ALL OWNED, HIRED,

NON-OWNED

BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE

PROPERTY DAMAGE

BODILY INJURY AND PROPERTY

DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000

$1,000,000

$1,000,000

$1,000,000
$1,000,000
$1,000,000

$1,000,000

$1,000,000

YES

PROFESSIONAL LIABILITY,

INCLUDING, ERRORS AND

OMISSIONS, MALPRACTICE (WHEN

APPLICABLE), AND NEGLIGENT

PERFORMANCE
ALL DAMAGES $1,000,000
YES

THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED ON THE GENERAL AND AUTOMOBILE LIABILITY POLICIES: 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 URL: HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569

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,

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CONTRIBUTING WITH ANY OTHER INSURANCE MAINTAINED BY 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 AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE

INSUREDS, SHALL NOT INCREASE THE TOTAL LIAB ILITY 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 AT THE FOLLOWING URL:

HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569

OR

HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP

DocuSign Envelope ID: 276D42DC-3F15-44D0-B3BE-3E29FE3BE1CF

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Certificate Of Completion
Envelope Id: 276D42DC3F1544D0B3BE3E29FE3BE1CF
Status: Completed
Subject: Complete with DocuSign: C23186176 Woodard & Curran-Professional Services Agreement Source Envelope:

Document Pages: 35
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Certificate Pages: 2
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O'Brien, Nanette
AutoNav: Enabled
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Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
[email protected]
IP Address: 199.33.32.254
Record Tracking
Status: Original
12/5/2022 8:35:38 AM
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Thomas F Hazlett, III, Executive Vice President
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Executive Vice President
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Signed using mobile
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Carrie Del Boccio, Vice President
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Vice President
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Greg Sands
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Ritika Kacker
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Padmakar Chaobal
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Senior Engineer
City of Palo Alto
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Tom Kapushinski
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Project Engineer
City of Palo Alto
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Karin North
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Manager Watershed Protection
City of Palo Alto
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Regina Lowery
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Administrative Associate II
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City of Palo Alto (ID # 14701)
City Council Staff Report

Meeting Date: 12/19/2022 Report Type: Consent Calendar

City of Palo Alto Page 1

Title: Approve and Authorize the City Manager to Execute a 5 -year General Services Agreement With Bosco Oil, Inc. in an Amount Not -to-Exceed $4,801,445 for the Purchase of Unleaded and Diesel Fuels to Supply the City's Fleet and approve a budget amendment in the Vehicle Replacement and Maintenance Fund
From: City Manager
Lead Department: Public Works

Recommendation
Staff recommends that Council:

1. Approve and authorize the City Manager or their designee to execute a General Services Agreement in an amount not to exceed $4,801,445 with Bosco Oil, Inc., dba Valley Oil Co. for the purchase of unleaded and diesel fuels to supply the City’s fleet for a term of five years effective January 17, 2023; this includes a contract amount of $4,364,950 and $436,495 in ad ditional services for fluctuating fuel costs; subject to the annual appropriation of funds; and

2. Amend the Fiscal Year 2023 Budget Appropriation for the Vehicle Replacement and Maintenance Fund (2/3 vote needed) by:
a. Increasing the Supplies and Materials allocation for Fuel by $100,000; and b. Decreasing the Ending Fund Balance by $100,000.

Background
On October 16, 2017, Council approved a five -year contract 1 for the provision of automotive fuel from October 17, 2017 to October 16, 2022 . Amendment No. 12 to the contract extended the term end date by three months to January 16, 2023, per PAMC 2.30.280(b)(2).

1 City Council, October 16, 2017; Agenda #14; CMR 8399, https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/reports/city-manager-reports- cmrs/year-archive/2017/8399.pdf
2 Amendment No. 1, https://www.cityofpaloalto.org/files/assets/public/public-works/public- services/contracts/attachment-a.-contract-c18169635.pdf 16 Packet Pg. 228

City of Palo Alto Page 2

The City used approximately 191,000, 196 ,000, and 179 ,000 gallons of fuel (unleaded and diesel) in Fiscal Years 2020, 2021 , and 2022, respectively. Red uctions in fuel consumption have been attributed to the annual increase in Capital Improvement Program replacements of the City’s aging fleet with newer, more fuel -efficient vehicles/equipment including hybrid and electric vehicles when feasible , and as a result of City -wide staff vacancies and remote work assignments during the pandemic.

Discussion
Approval of the proposed agreement (Attachment A) will establish a new contract for fuel supply from January 17, 2023 through January 16, 2028 . Staff recommen ds a contract amount of $4,801,445 over five years based on the 179,391 gallons of fuel purchased in Fiscal Year 2022, with a ten percent contingency for fluctuations in market price and/or volume needed.

The annual base fuel cost of $872,990 was derived using the Oil Price Information Service (OPIS) rack rate of $4.8925 for unleaded and $3.855 for diesel as of September 28, 2022 (the day bids were received), plus taxes and delivery fees, multiplied by the total purchased gallons for each fuel type from the previous 12 -month period ranging from July 1, 2021 to June 30, 2022. The cost of fuel fluctuates daily and is based on the OPIS rate from the San Jose terminal . For comparison, t he previous contract’s annual base fuel cost of $538,986 was derived using the OPIS rack rates of $2.0698 for unleaded and $2.0375 for diesel on September 1, 2017. Although the September 28, 2022 rack rates used to determine the annual base fuel cost result in a higher contract authorization amount, the actual expenditures under the contract will be based on rack rates over the next five years. If fuel costs moderate to lower levels, as is generally expected, unused budget will be returned to the Vehicle Replacement and Maintenance Fund reserve.

The table below shows the estimated calculation for the annual base fuel cost.

16 Packet Pg. 229

City of Palo Alto Page 3

Bidding and Selection Process
A Request for Quotation (RFQ) to Supply Unleaded and Diesel Fuel to six City locations was issued on September 12, 2022. Bids were received from three qualified vendors on Se ptember 28, 2022.

Since all bids were based off of the same fuel cost, the only variable in these bids was the cost of delivery. Bidders were instructed to provide delivery costs to each of the six locations identified in the RFQ. These delivery costs w ere then multiplied by fuel usage from the 12 - month period from July 1, 2021 to June 30, 2022, to provide an estimated total delivery cost for each bid. The cost of delivery, without taxes, resulted in proposals ranging from $13,479 to $77,802 per year (see bid tabulation below).

16 Packet Pg. 230

City of Palo Alto Page 4

Staff has reviewed all bids submitted and recommends that the bid submitted by Bosco Oil, Inc., dba Valley Oil Company be accepted, and that Valley Oil Company be declared the lowest responsible bidder. Staff has checked references supplied by the vendor for current contracts in place with three other agencies and found no complaints.

Resource Impact
Funding of approximately $0.6 million is available in the Fiscal Year 2023 Vehicle Replacement and Maintenance Fund Operating Budget to purchase fuel . A budget amendment of $0.1 million is recommended to increase the budget for fuel to ensure there is enough to fund the first year of this contract . Funding will be taken from the Vehicle Replacement and Maintenance Fund ending fund balance. Funding for subsequent years of the contract is subject to appropriation of funds through the annual budget process.

Stakeholder Engagement
This contract is for a continuation of existing fuel supply services and stakeholder engagement was not deemed necessary. This was completed as a public request for bids and coordinated with internal stakeholders including the procurement division and legal reviews.

Policy Implications
Authorization of this agreement does not represent a change to any existing policy.

Environmental Review
Council action on this item is not a project as defined by CEQA because a purchase contract for fuel supply is a continuing administrative or maintenance activity. CEQA Guidelines section 15378(b)(2).

Attachments:
• Attachment16.a: Attachment A: Contract
16 Packet Pg. 231
City of Palo Alto General Services Agreement 1 Rev. March 29, 2018

CITY OF PALO ALTO CONTRACT NO. C23186140

GENERAL SERVICES AGREEMENT

THIS AGREEMENT made and entered into on the 26th d ay of October , 2022, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and BOSCO OIL dba VALLEY OIL COMPANY, a California Corporation, located at 785 Yuba Dr. Mountain View, Ca 94041, Telephone Number: 650.967.2253 (“ CONTRACTOR”). In consideration of their mutual covenants, the parties hereto agree as follows:

1. SERVICES. CONTRACTOR shall provide or furnish the services ( the “Services”) described in the Scope of Services, attached at Exhibit A.

2. EXHIBITS. The following exhibits are attached to and made a part of this Agreement:

“A” - Scope of Services
“B” - Schedule of Performance
“C” – Schedule of Fees
“D” - Insurance Requirements

CONTRACT IS NOT COMPLETE UNLESS ALL INDICATED EXHIBITS ARE ATTACHED.

3 . TERM.

The term of this Agreement is from January 17, 2023 to January 16, 2028 inclusive, subject to the provisions of Sections R and W of the General Terms and Conditions.

4. SCHEDULE OF PERFORMANCE. CONTRACTOR shall complete the Services within the term of this Agreement in a reasonably prompt and timely manner based upon the circumstances and direction communicated to CONTRACTOR, and if applicable, in accordance with the schedule set forth in the Schedule of Performance, attached at Exhibit B. Time is of the essence in this Agreement.

5. COMPENSATION FOR ORIGINAL TERM. CITY shall pay and CONTRACTOR agrees to accept as not-to-exceed compensation for the full performance of the Services and reimbursable expenses, if any:

The total maximum lump sum compensation of dollars ($ ); OR

The sum of dollars ($ ) per hour, not to exceed a total maximum compensation amount of dollars ($ ); OR

DocuSign Envelope ID: 4BC79323-3B6A-44EA-B591-6B67CDF395AB

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City of Palo Alto General Services Agreement 2 Rev. March 29, 2018

A sum calculated in accordance with the fee s chedule set forth at Exhibit C, not to exceed a total maximum compensation amount of Four Million Three Hundred Sixty -Four Thousand Nine Hundred Fifty dollars ($4,364,950.00).

CONTRACTOR agrees that it can perform the Services for an amount not to exceed the total maximum compensation set forth above. Any hours worked or services performed by CONTRACTOR for which payment would result in a total exceeding the maximum amount of compensation set forth above for performance of the Services shall be at no cost to CITY.

CITY has set aside the sum of Four Hundred Thirty -Six Thousand Four Hundred Ninety -Five dollars ( $436,495.00) for Additional Services.

CONTRACTOR shall provide Additional Services only by advanced, written authorization from the City Manager or designee. CON TRACTOR, at the CITY’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONTRACTOR’s proposed maximum compensation, including
reimbursable expense, for such services. Compensation shall be based on the hourly rates set forth above or in Exhibit C (whichever is applicable), or if such rates are not applicable, a negotiated lump sum. CITY shall not authorize and CONTRACTOR shall not perform any Additional Services for which payment would exceed the amount set forth above for Additional Services. Payment for Additional Services is subject to all requirements and restrictions in this Agreement.

6. COMPENSATION DURING ADDITIONAL TERMS.

CONTRACTOR’S compensation rates for each additional term shall be the same as the original term; OR

CONTRACTOR’s compensation rates shall be adjusted effective on the commencement of each Additional Term. The lump sum compensation amount, hourly rates, or fees, whichever is applicable as set forth in section 5 above, shall be adjusted by a percentage equal to the change in the Consumer Price Index for Urban Wage Earners and Clerical Workers for the San Francisco -Oakland- San Jose area, published by the United States Department of Labor Statistics (CPI) which is published most immediately preceding the commencement of the applicable Additional Term, which shall be compared with the CPI published most immediately preceding the commencement date of the the n expiring term. Notwithstanding the foregoing, in no event shall CONTRACTOR’s compensation rates be increased by an amount exceeding five percent of the rates effective during the immediately preceding term. Any adjustment to DocuSign Envelope ID: 4BC79323-3B6A-44EA-B591-6B67CDF395AB

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City of Palo Alto General Services Agreement 3 Rev. March 29, 2018

CONTRACTOR’s compensation ra tes shall be reflected in a written amendment to this Agreement.

7. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For purposes of this Section 7, 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. Public Contract Code Section 9204 mandates certain claims procedures for Public Works Projects, which are set forth in “Appendix __ 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 Appendix __, attached hereto and incorporated herein.

OR

This project is not a 9204 Public Works Project.

8. INVOICING. Send all invoices to CITY, Attention: Project Manager. The Project Manager, Danitra Bahlman , Dept.: Public Works, Equipment Management Division, Telephone: 650 -496-5920. Invoices shall be submitted in arrears for Services performed. Invoices shall not be submitted more frequently than monthly. Invoices shall provide a detailed statement of Services performed during the invoice period and are subject to verification by CITY. CITY shall pay the undisputed amount of invoices within 30 days of receipt.

GENERAL TERMS AND CONDITIONS

A. ACCEPTANCE. CONTRACTOR accepts and agrees to all terms and conditions of this Agreement. This Agreement includes and is limited to the terms and conditions set forth in sections 1 through 8 above, these general terms and conditions and the attached exhibits.

B. QUALIFICATIONS. CONTRACTOR represents and warrants that it has the expertise and qualifications to complete the services described in Section 1 of this Agreement, entitled “SERVICES,” and that every individual charged with the performance of the services under this Agreement has sufficient skill and experience and is duly licensed or certified, to the extent such licensing or certification is required by law, to perform the Services. CITY expressly relies on CONTRACTOR’s representations regarding its skills, knowledge, and certifications.

CONTRACTOR shall perform all work in accordance with generally accepted DocuSign Envelope ID: 4BC79323-3B6A-44EA-B591-6B67CDF395AB

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City of Palo Alto General Services Agreement 4 Rev. March 29, 2018

business practices and performance standards of the industry, including all federal, state, and local operation and safety regulations.

C. INDEPENDENT CONTRACTOR. It is understood and agreed that in the performance of this Agreement, CONTRACTOR and any person employed by CONTRACTOR shall at all times be considered an independent CONTRACTOR and not an agent or employee of CITY. CONTRACTOR shall be r esponsible for employing or engaging all persons necessary to complete the work required under this Agreement.

D. SUBCONTRACTORS. CONTRACTOR may not use subcontractors to perform any Services under this Agreement unless CONTRACTOR obtains prior written consent of CITY. CONTRACTOR shall be solely responsible for directing the work of approved subcontractors and for any compensation due to subcontractors.

E. TAXES AND CHARGES. CONTRACTOR shall be responsible for payment of all taxes, fees, contributions or cha rges applicable to the conduct of CONTRACTOR’s business.

F. COMPLIANCE WITH LAWS. CONTRACTOR shall in the performance of the Services comply with all applicable federal, state and local laws, ordinances, regulations, and orders.

G. PALO ALTO MINIMUM WAGE ORDINANCE. CONTRACTOR shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as it may be amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONTRACTOR shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONTRACTOR shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060.

H. DAMAGE TO PUBLIC OR PRIVATE PROPERTY. CONTRACTOR shall, at its sole expense, repair in kind, or as the City Manager or designee shall direct, any damage to public or private property that occurs in connection with CONTRACTOR’s performance of the Services. CITY may decline to approve and may withhold payment in whole or in part to such extent as may be necessary to protect CITY from loss because of defective work not remedied or other damage to the CITY occurring in connection with CONTRACTOR’s performance of the Services. CITY shall submit written documentation in support of such withholding upon CONTRACTOR’s request. When the grounds described above are removed, payment shall be made for amounts withheld because of them.

DocuSign Envelope ID: 4BC79323-3B6A-44EA-B591-6B67CDF395AB

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City of Palo Alto General Services Agreement 5 Rev. March 29, 2018

I. WARRANTIES. CONTRACTOR expressly warrants that all services provided under this Agreement shall be performed in a professional and workmanlike manner in accordance with generally accepted business practices and performance standards of the industry and the requirements of this Agreement. CONTRACTOR expressly warrants that all materials, goods and equipment provided by CONTRACTOR under this Agreement shall be fit for the particular purpose intended, shall be free from defects, and shall conform to the requirements of this Agreement. CONTRACTOR agrees to promptly replace or correct any material or service not in compliance with these warranties, including incomplete, inaccurate, or defective material or service, at no further cost to CITY. The warranties set forth in this section shall be in effect for a period of one year from completion of the Services and shall survive the completion of the Services or termination of this Agreement.

J. MONITORING OF SERVICES. CITY may monitor the Services performed under this Agreement to determine whether CONTRACTOR’s work is completed in a satisfactory manner and complies with the provisions of this Agreement.

K. CITY’S PROPERTY. Any reports, information, data or other material (including copyright interests) developed, collected, assembled, prepared, or caused to be prepared under this Agreement will become the property of CITY without restriction or limitation upon their use and will not be made available to any individual or organization by CONTRACTOR or its subcontractors, if any, without the prior written approval of the City Manager.

L. AUDITS. CONTRACTOR agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the ter m of this Agreement and for three (3) years from the date of final payment, CONTRACTOR’s records pertaining to matters covered by this Agreement. CONTRACTOR agrees to maintain accurate books and records in accordance with generally accepted accounting principles for at least three (3) following the terms of this Agreement.

M. NO IMPLIED WAIVER. No payment, partial payment, acceptance, or partial acceptance by CITY shall operate as a waiver on the part of CITY of any of its rights under this Agreement.

N. INSURANCE. CONTRACTOR, at its sole cost, shall purchase and maintain in full force during the term of this Agreement, the insurance coverage described at Exhibit D. Insurance must be provided by companies with a Best’s Key Rating of A- :VII or higher and which are otherwise acceptable to CITY’s Risk Manager. The Risk Manager must approve deductibles and self- insured retentions. In addition, all policies, endorsements, certificates and/or binders are subject to approval by the Risk Manager as to form and c ontent. CONTRACTOR shall obtain a policy DocuSign Envelope ID: 4BC79323-3B6A-44EA-B591-6B67CDF395AB

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City of Palo Alto General Services Agreement 6 Rev. March 29, 2018

endorsement naming the City of Palo Alto as an additional insured under any general liability or automobile policy. CONTRACTOR shall obtain an endorsement stating that the insurance is primary coverage and will not be canceled or materially reduced in coverage or limits until after providing 30 days prior written notice of the cancellation or modification to the Risk Manager. CONTRACTOR shall provide certificates of such policies or other evidence of coverage satisf actory to the Risk Manager, together with the required endorsements and evidence of payment of premiums, to CITY concurrently with the execution of this Agreement and shall throughout the term of this Agreement provide current certificates evidencing the r equired insurance coverages and endorsements to the Risk Manager. CONTRACTOR shall include all subcontractors as insured under its policies or shall obtain and provide to CITY separate certificates and endorsements for each subcontractor that meet all the requirements of this section. The procuring of such required policies of insurance shall not operate to limit CONTRACTOR’s liability or obligation to indemnify CITY under this Agreement.

O. HOLD HARMLESS. To the fullest extent permitted by law and without limitation by the provisions of section N relating to insurance, CONTRACTOR shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents from and against any and all demands, claims, injuries, losses, or liabilities of any nature, including death or injury to any person, property damage or any other loss and including without limitation all damages, penalties, fines and judgments, associated investigation and administrative expenses and defense costs, including, but not limited to reasonable attorney’s fees, courts costs and costs of alternative dispute resolution), arising out of, or resulting in any way from or in connection with the performance of this Agreement. CONTRACTOR’s obligations under this Section apply regardless of whether or not a liability is caused or contributed to by any negligent (passive or active) act or omission of CITY, except that CONTRACTOR shall not be obligated to indemnify for liability arising from the sole negligence or willful miscond uct of CITY. The acceptance of the Services by CITY shall not operate as a waiver of the right of indemnification.

The provisions of this Section survive the completion of the Services or termination of this Agreement.

P. NON-DISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONTRACTOR certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religio n, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person.

CONTRACTOR acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Mun icipal 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.

DocuSign Envelope ID: 4BC79323-3B6A-44EA-B591-6B67CDF395AB

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City of Palo Alto General Services Agreement 7 Rev. March 29, 2018

Q. WORKERS' COMPENSATION . CON TRACTOR, by executing this Agreement, certifies that it is aware of the provisions of the Labor Code of the State of Califor- nia which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable, before commencing and during the performance of the Services.

R. TERMINATION. The City Manager may terminate this Agreement without cause by giving ten (10) days’ prior w ritten notice thereof to CONTRACTOR. If CONTRACTOR fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, the City Manager may terminate this Agreement immediately upon written notice of te rmination.

Upon receipt of such notice of termination, CONTRACTOR shall immediately discontinue performance. CITY shall pay CONTRACTOR for services satisfactorily performed up to the effective date of termination. If the termination is for cause, CITY may deduct from such payment the amount of actual damage, if any, sustained by CITY due to CONTRACTOR’s failure to perform its material obligations under this Agreement. Upon termination, CONTRACTOR shall immediately deliver to the City Manager any and all c opies of studies, sketches, drawings, computations, and other material or products, whether or not completed, prepared by CONTRACTOR or given to CONTRACTOR, in connection with this Agreement. Such materials shall become the property of CITY.

S. ASSIGNMENTS/CHANGES. This Agreement binds the parties and their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written consent of CITY. No amendments, changes or variations of any kind are authorized without the written consent of CITY.

T. CONFLICT OF INTEREST. In accepting this Agreement, CONTRACTOR 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 this Agreement. CONTRACTOR further covenants that, in the performance of this Agreemen t, it will not employ any person having such an interest. CONTRACTOR certifies that no C ITY officer, employee, or authorized representative has any financial interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement . CONTRACTOR agrees to advise CITY if any conflict arises.

U. GOVERNING LAW. This Agreement shall be governed and interpreted by the laws of the State of California.

DocuSign Envelope ID: 4BC79323-3B6A-44EA-B591-6B67CDF395AB

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City of Palo Alto General Services Agreement 8 Rev. March 29, 2018

V. ENTIRE AGREEMENT. This Agreement, including all exhibits, represents the entire agreement between the parties with respect to the services that may be the subject of this Agreement. Any variance in the exhibits does not affect the validity of the Agreement and the Agreement itself controls over any conflicting provisions in the exhibits. This Agreement supersedes all prior agreements, representations, statements, negotiations and undertakings whether oral or written.

W. 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. 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.

X. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CON TRACTOR shall comply with CITY ’s Environmentally Preferred Purchasing policies which are available at CITY ’s Purchasing Division, which are incorporated by reference and may be amended from time to time.

CONTRACTOR 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, CONTRACTOR shall comply with the following zero waste requirements:
• All printed materials provided by CONTRACTOR 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.
• Goods purchased by Contractor 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 i s on file at the Purchasing Division’s office.
• Reusable/returnable pallets shall be taken back by CONTRACTOR, at no additional cost to CITY, for reuse or recycling. CONTRACTOR shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed.

DocuSign Envelope ID: 4BC79323-3B6A-44EA-B591-6B67CDF395AB

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City of Palo Alto General Services Agreement 9 Rev. March 29, 2018

Y. AUTHORITY. The individual(s) executing this Agreement on behalf of the parties represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.

Z. PREVAILING WAGES

This Project is not subject to prevailing wages. CONTRACTOR is not required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7, if the Agreement is not a public works contract, if Agreement does not include a public works construction project of more than $25,000, or the Agreement does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000.

OR

Contractor is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the City Council has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the Agreement for this Project from the Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the Purchasing Division’s office of the City of Palo Alto. Contractor shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of all sectio ns, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages.

AA. DIR REGISTRATION. In regard to any public work construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement with CONTRACTOR without proof that CONTRACTOR and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. City requires CONTRACTOR and its listed subcontractors to comply with the requirements of SB 854.

CITY provides notice to CONTRACTOR of the requirements of California Labor Code section 1771.1(a), which reads:

“A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined DocuSign Envelope ID: 4BC79323-3B6A-44EA-B591-6B67CDF395AB

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City of Palo Alto General Services Agreement 10 Rev. March 29, 2018

in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the Agreement is awarded.”

CITY gives notice to CONTRACTOR and its listed subcontractors that CONTRACTOR is required to post all job site notices prescribed by law or regulation and CONTRACTOR is subject to SB 854-compliance monitoring and enforcement by DIR.

CITY requires C ONTRACTOR and its listed subcontractors to comply with the requirements of Labor Code section 1776, including:

Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, CONTRACTOR and its listed subcontractors, in connection with the Project.

The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of CONTRACTOR and its listed subcontractors, respectively.

At the request of CITY, acting by its project manager, CONTRACTOR and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of CITY’s request.

[For state- and federally-funded projects] CITY requests CONTRACTOR and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project.

If the certified payroll records are not produced to the project manager within the 10-day period, then CONTRACTOR and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and CITY shall withhold the sum total of penalties from the progress payment(s) then due and payable to CONTRACTOR.

Inform the project manager of the location of CONTRACTOR’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to the project manager within five (5) business days of any change of location of those payroll records.

DocuSign Envelope ID: 4BC79323-3B6A-44EA-B591-6B67CDF395AB

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City of Palo Alto General Services Agreement 11 Rev. March 29, 2018

BB. CONTRACT TERMS. All unchecked boxes do not apply to this Agreement. In the case of any conflict between the terms of this Agreement and the exhibits hereto or CONTRACTOR’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONTRACTOR’s proposal, the exhibits shall control.

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City of Palo Alto General Services Agreement 1 Rev. March 29, 2018

IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement on the date first above written.

CITY OF PALO ALTO

____________________________
City Manager

APPROVED AS TO FORM:

__________________________
City Attorney or designee

BOSCO OIL dba VALLEY OIL COMPANY

Officer 1

By:__________________________________

Name:_______________________________

Title:________________________________

Officer 2

By:__________________________________

Name:_______________________________

Title:________________________________

DocuSign Envelope ID: 4BC79323-3B6A-44EA-B591-6B67CDF395AB Bob Buck
Vice President

CONTROLLER
Roberta Cummings

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City of Palo Alto General Services Agreement 1 Rev. March 29, 2018

EXHIBIT A

SCOPE OF SERVICES

Valley Oil Company will furnish and deliver diesel fuel and unleaded fuel to six (6) fuel sites located throughout the City of Palo Alto. These sites, along with tank sizes and estimated annual usage are shown on Table 1 of this Exhibit A.

1. PRODUCT AVAILABILITY

Valley Oil Company’s inventory must be of sufficient size and variety to offer delivery of all products, 7 days a week, with 24-hour notice by the City.

Since the continuous operation of the City’s vehicle and equipment fleet is important and sometimes of an emergency nature, it is necessary that Valley Oil Company be in a position to render prompt support. Emergency fueling may be requested for the six listed locations and others throughout the City and will require same day delivery.

2. ORDERING AND DELIVERY

a) General. The City of Palo Alto requires ordering and delivery of fuel for six (6) fuel site locations, as indicated in Table 1 of this Exhibit A and in Exhibit C. Tank sizes and estimated delivery frequencies for all sites are shown in Table 1 below.

b) Site 1. Bulk (500 gallons or more) deliveries are required for site 1. These deliveries are commonly referred to as “tank and trailer loads.” Three underground tanks (2 for diesel and 1 for gasoline) are installed at this site.

c) Location of Tanks. Fuel sites 2 and 3 listed above, have aboveground tanks. The remaining sites (1, 4, 5, 6) have underground tanks.

d) Non-bulk deliveries for sites other than site 1. Non-bulk (less than 500 gallons) deliveries will be required for sites 2, 3, 4, 5 and 6.

e) As-needed orders – 24 hours’ notice. City will generally order fuel for sites 1, 2, 3, 5, and 6 on an as-needed basis, with 24-hours advance notice. Valley Oil Company shall accept City’s fuel orders and deliver the requested amount of fuel to the identified fuel site within 24 hours of the City’s placement of the order.

f) Site 4 – delivery frequency. Valley Oil Company shall make fuel deliveries to site 4 every Monday (regardless of tank levels), unless the weekly delivery is cancelled by City. For any City holidays falling on a Monday, the deliveries will take place the following day (Tuesday). Site 4 will commonly require additional DocuSign Envelope ID: 4BC79323-3B6A-44EA-B591-6B67CDF395AB

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City of Palo Alto General Services Agreement 2 Rev. March 29, 2018

“as needed” deliveries, with 24-hours advance notice. Valley Oil Company shall fulfill City’s as- needed orders within 24 hours of City’s placement of the order.

g) Timing of deliveries. Deliveries are to be made to all sites between 9:00 AM and 2:00 PM, Monday through Friday, except in case of emergency.

3. SPILL CLEANUP

Valley Oil Company must supply an action plan for spill clean-up. Valley Oil Company shall submit this plan with the City’s Equipment Management Division within one (1) week of contract award for City’s review and approval.

All drivers for Valley Oil Company must carry equipment to cleanup any spills of five (5) gallons or less. Valley Oil Company shall report all spills to a City Equipment Management Division representative immediately, following the cleanup.

Drivers must be familiar with each fuel site, and the monitoring equipment (generally Veeder-Root TLS-300 units) that is installed there.

4. SPECIFICATIONS

Unleaded Gasoline
All sites: 87 octane, MTBE based

Diesel Fuel
All sites: Red dyed #2, California Air Resources Board (CARB) rated for combined on/off-highway use.

Diesel Fuel
All sites: *Renewable, Red dyed #2, California Air Resources Board (CARB) rated for combined on/off-highway use.

*The City currently does not use renewable diesel fuel and may or may not decide to use renewable diesel fuel in the future. However, should City decide to use renewable diesel fuel, Valley Oil Company shall supply it upon request.

5. DELIVERY RECEIPTS, INVOICING & PAYMENT

a) Delivery Receipts. Valley Oil Company shall send delivery receipts for all sites via EMAIL to [email protected] and
[email protected] of the City’s Equipment Management Division offices, on the date of delivery. The fuel site location must be noted on the delivery receipt.

DocuSign Envelope ID: 4BC79323-3B6A-44EA-B591-6B67CDF395AB

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City of Palo Alto General Services Agreement 3 Rev. March 29, 2018

b) Invoicing. Invoices shall be submitted in accordance with Section 7 of this Agreement. Invoices shall include all applicable federal, state and local taxes, import duties, commissions, or other charges. The fuel site location must be noted on the invoice.

c) OPIS Reports. Valley Oil Company must also send the OPIS report every morning via email to [email protected] and
[email protected].

d) PAYMENT TERMS: City of Palo Alto’s Payment terms for this contract will be: N30 Sales tax rate for the City of Palo Alto is 9.00%.

FUEL SITE LOCATIONS
Table Two - City of Palo Alto Fuel Site Locations

Fuel Site

Unleaded Gasoline

Diesel Fuel

Nr

Name/Address

Tank Size

12-Month
Usage1

Deliveries
per year1

Tank Size

12-Month
Usage1

Deliveries
per year1

1 Municipal Services Center
3201 East Bayshore Road

15,000

69,658

16 15,000 and
5,000

40,195

15 2

Golf Course
1875 Embarcadero Road

1,000

6,191

13 1,000

2,627

8 3

Foothills Park3
3300 Page Mill Road

250

898

7 500

2,220

8 4

Fire Station #1 (University Park)
301 Alma Street

1,000

38,626

113

1,000

4,828

29 5

Fire Station #2 (Mayfield)
2675 Hanover Street

1,000

2,668

11 1,000

8,481

19 6

Fire Station #4 (Mitchell Park)
3600 Middlefield Road

1,000

1,479

4 1,000

1,520

5 Total for all Locations

19,250

119,520

164

24,500

59,871

84 Note: Above fuel usage numbers are taken from previous 12-month period (July 1, 2021– June 30, 2022) and are provided for illustrative purposes. Annual fuel requirements during the term of this Agreement may vary.

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City of Palo Alto General Services Agreement 4 Rev. March 29, 2018

EXHIBIT B

SCHEDULE OF PERFORMANCE

CONTRACTOR shall perform the Services according to the following schedule:

Sites 1, 2, 3, 5, 6: Valley Oil Company shall accept City’s fuel orders and deliver the requested amount of fuel to the identified fuel site within 24 hours of the City’s placement of the order.

Site 4: Valley Oil Company shall make fuel deliveries to site 4 every Monday (regardless of tank levels), unless the weekly delivery is cancelled by City. For any City holidays falling on a Monday, the deliveries will take place the following day (Tuesday). Site 4 will commonly require additional “as needed” deliveries, with 24-hours advance notice.

Valley Oil Company shall fulfill City’s as-needed orders within 24 hours of City’s placement of the order.

DocuSign Envelope ID: 4BC79323-3B6A-44EA-B591-6B67CDF395AB

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City of Palo Alto General Services Agreement 5 Rev. March 29, 2018

EXHIBIT C

SCHEDULE OF FEES

Compensation based upon fee schedule

CITY shall pay CONTRACTOR according to the following rate schedule. The maximum amount of compensation to be paid to CONTRACTOR, including both payment for services and reimbursable expenses, shall not exceed the amounts set forth in Sections 5 and 6 of the Agreement. Any services provided or hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to CITY.

PRICING

Pricing for unleaded and diesel will be at the cost per gallon using the OPIS Lowest Daily Terminal Price at the San Jose, California fueling terminal, and will include delivery at the per gallon rates specified per site and per fuel type in the table below.

Pricing for renewable diesel will be at the cost per gallon using the OPIS Lowest Daily Terminal Price at the San Francisco, California fueling terminal, and will include delivery at the per gallon rates specified per site and per fuel type in the table below.

Fuel price will directly correspond to the OPIS rate referenced above. Delivery rates will remain fixed for the term of the Agreement.

Fuel Site

Unleaded Fuel
Price Per Gallon

Diesel Fuel Price
Per Gallon

Renewable Diesel
Fuel
Price Per Gallon

Quote delivery charge for gasoline and diesel fuel per the attached City of Palo Alto specifications.

The City is seeking to establish a pricing contract for a period of one (1) year, with the option to extend for four (4) additional years. The purchase agreement is to be renewed by issuing an annual blanket purchase order each fiscal year.

Over Daily Terminal Price as per specifications

Nr

Name/Address

1 Municipal Services Center
3201 East Bayshore Road

$. .039

$. .059

$. .059

2 Golf Course
1875 Embarcadero Road

$. .115

$. .135

$. .135

3 Foothills Park
3300 Page Mill Road

$. .115

$. .135

$. .135

4 Fire Station #1 (University Park)
301 Alma Street

$. .115

$. .135

$. .135
DocuSign Envelope ID: 4BC79323-3B6A-44EA-B591-6B67CDF395AB

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City of Palo Alto General Services Agreement 6 Rev. March 29, 2018

Fuel Site

Unleaded Fuel
Price Per Gallon

Diesel Fuel Price
Per Gallon

Renewable Diesel
Fuel
Price Per Gallon

5 Fire Station #2 (Mayfield)
2675 Hanover Street

$. .115

$. .135

$. .135

6 Fire Station #4 (Mitchell Park)
3600 Middlefield Road

$. .115

$. .135

$. .135

Notice required for delivery (hours): 24 Hours

Pricing will be F.O.B. Palo Alto, CA.

Sales tax rate for the City of Palo Alto is 9.125%.

DocuSign Envelope ID: 4BC79323-3B6A-44EA-B591-6B67CDF395AB

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City of Palo Alto General Services Agreement 7 Rev. March 29, 2018

EXHIBIT D

INSURANCE REQUIREMENTS

CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM

OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR

HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.

AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:

REQUIRED TYPE OF COVERAGE REQUIREMENT

MINIMUM LIMITS
EACH

OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY

STATUTORY

STATUTORY

YES

GENERAL LIABILITY, INCLUDING

PERSONAL INJURY, BROAD FORM

PROPERTY DAMAGE BLANKET

CONTRACTUAL, AND FIRE LEGAL

LIABILITY

BODILY INJURY

PROPERTY DAMAGE

BODILY INJURY & PROPERTY
DAMAGE COMBINED.
$1,000,000

$1,000,000

$1,000,000

$1,000,000

$1,000,000

$1,000,000

YES AUTOMOBILE LIABILITY,

INCLUDING ALL OWNED, HIRED,

NON-OWNED

BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE

PROPERTY DAMAGE

BODILY INJURY AND PROPERTY

DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000

$1,000,000

$1,000,000
$1,000,000
$1,000,000
$1,000,000

$1,000,000

$1,000,000

NO

PROFESSIONAL LIABILITY,

INCLUDING, ERRORS AND

OMISSIONS, MALPRACTICE (WHEN

APPLICABLE), AND NEGLIGENT

PERFORMANCE

ALL DAMAGES $1,000,000

YES
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED : CONTRACTOR, AT

ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND

EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE

INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.

I. INSURANCE COVERAGE MUST INCLUDE:

A. A PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND

B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY.

C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL.

II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE.

III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS”
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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

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 DA TE FOR ANY

REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.

2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-

PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.

NOTICES SHALL BE MAILED TO:

PURCHASING AND

CONTRACT ADMINISTRATION

CITY OF PALO ALTO
P.O. BOX 10250
PALO ALTO, CA 94303

DocuSign Envelope ID: 4BC79323-3B6A-44EA-B591-6B67CDF395AB

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Certificate Of Completion
Envelope Id: 4BC793233B6A44EAB5916B67CDF395AB
Status: Completed
Subject: Complete with DocuSign: C23186140 Fuel Delivery contract final vendor only signatures.pdf Source Envelope:

Document Pages: 20
Signatures: 2
Envelope Originator:

Certificate Pages: 2
Initials: 0
Annmarie Romero
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
[email protected]
IP Address: 199.33.32.254
Record Tracking
Status: Original
11/10/2022 8:08:01 AM
Holder: Annmarie Romero
[email protected]
Location: DocuSign
Security Appliance Status: Connected
Pool: StateLocal
Storage Appliance Status: Connected
Pool: City of Palo Alto
Location: DocuSign
Signer Events
Signature
Timestamp
Bob Buck
[email protected]
Vice President
Security Level: Email, Account Authentication
(None)

Signature Adoption: Pre-selected Style
Using IP Address: 50.196.172.125
Sent: 11/10/2022 8:10:19 AM
Viewed: 11/10/2022 8:33:35 AM
Signed: 11/10/2022 8:34:09 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Roberta Cummings
[email protected]

CONTROLLER
Security Level: Email, Account Authentication
(None)

Signature Adoption: Pre-selected Style
Using IP Address: 50.196.172.125
Sent: 11/10/2022 8:34:11 AM
Resent: 11/15/2022 8:59:46 AM
Resent: 11/16/2022 8:51:47 AM
Resent: 11/17/2022 2:10:32 PM
Viewed: 11/17/2022 2:20:28 PM
Signed: 11/17/2022 2:22:03 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events
Signature
Timestamp
Editor Delivery Events
Status
Timestamp
Agent Delivery Events
Status
Timestamp
Intermediary Delivery Events
Status
Timestamp
Certified Delivery Events
Status
Timestamp
Carbon Copy Events
Status
Timestamp
Danitra Bahlman
[email protected]
Project Manager
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 11/17/2022 2:22:04 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign

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Witness Events
Signature
Timestamp
Notary Events
Signature
Timestamp
Envelope Summary Events
Status
Timestamps
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Hashed/Encrypted
11/10/2022 8:10:20 AM
Certified Delivered
Security Checked
11/17/2022 2:20:28 PM
Signing Complete
Security Checked
11/17/2022 2:22:03 PM
Completed
Security Checked
11/17/2022 2:22:04 PM
Payment Events
Status
Timestamps

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City of Palo Alto (ID # 15038)
City Council Staff Report

Meeting Date: 12/19/2022 Report Type: Consent Calendar

City of Palo Alto Page 1

Title: Approval of Contract C23186719 (Attachment A) with CivicPlus, LLC for CivicRec Recreation Management Software for a Period of Six Years in an Amount of $735,065 (Including a 5% Contingency for Additional Services Amount of $29,229).

From: City Manag er

This item will be a special late packet distribution on December 15, 2022. 17 Packet Pg. 254

City of Palo Alto (ID # 15042)
City Council Staff Report

Meeting Date: 12/19/2022 Report Type: Consent Calendar

City of Palo Alto Page 1

Title: Adoption of a Resolution Declaring the Results of the Consolidated Municipal Election Held on November 8, 2022
From: City Manager
Lead Department: City Clerk

This will be a special late packet distribution on December 15, 2022. 18 Packet Pg. 255

City of Palo Alto (ID # 14726)
City Council Staff Report

Meeting Date: 12/19/2022 Report Type: Action Items

City of Palo Alto Page 1

Title: 1237 San Antonio Road [22PLN -0013], Project Known as Palo Alto Homekey: Recommendation for a Comprehensive Plan Amendment for the Northwest Portion of the Site Changing the Land Use Map Designation from "Public Conservation Land" (CL) to "Major Inst itution Special Facilities" (MISP) to Create Alignment Between the Existing Use and Its Designation From: City Manager
Lead Department: City Manager

Recommendation:

Staff recommends that the City Council adopt the proposed Resolution amending the Comprehensive Plan land use designation at 1237 San Antonio Road from Public Conservation Land (CL) to Major Institution/Special Facilities (MISP) to create an alignment between the existing use and its designation.

Executive Summary:

This Comprehensive Plan Ame ndment aligns the map to the site's existing (and proposed future) use. The applicant, LifeMoves, on behalf of the owner and co -applicant, the City of Palo Alto, is moving the City of Palo Alto (City) GreenWaste operations within the current site of Area C of 1237 San Antonio Road. The new operations area will be to the rear portion of the same site which will allow for the addition of Palo Alto Homekey to Area C. Palo Alto Homekey will be a new facility to provide support services and temporary housing for those experiencing homelessness. A portion of the rear area at 1237 San Antonio Road , approximately 11,800 square feet, has the land use designation of Public Conservation Land (CL). This land has not been conserved and has been used for Public Works proj ect staging and other uses (such as truck parking). The Palo Alto Homekey Project is statutorily exempt from the California Environmental Quality Act (CEQA).

The Architectural Review Board (ARB) reviewed and provided feedback on the project on July 21, 2022. On September 14, 2022, the Planning and Transportation Commission (PTC) reviewed and recommended that City Council adopt the attached resolution amending the Comprehensive Plan land use designation. The designation for the northwest portion of the sit e conflicts with its longstanding use as building-material debris sorting, construction staging, and general truck parking. The requested change to the designation would bring this segment of the 19 Packet Pg. 256

City of Palo Alto Page 2

site into alignment with the adjoining portions and align wi th the existing and proposed future use.

Background:

City Council discussed and approved Palo Alto Homekey and provided guidance on August 9, 2021, August 30, 2021, September 27, 2021, November 1, 2021, June 21, 2022, and August 15, 2022 related to this project.

On August 9, 2021, the City Council voted 6 -1 to support advancing an application for the Project Homekey Program for an emergency shelter in a portion of the former LATP site. 1 In a September 27, 2021 report to the City Council, staff noted "T he relocation of the Green Waste facilities from their current location to the rear area, as proposed, may require a Comprehensive Plan Amendment."

Support continued throughout the application and initial design process, most recently with a vote on August 15, 2022, to authorize the City Manager to execute a State Standard Agreement in the event of a Homekey grant award, to extend the declaration of emergency shelter crisis, and to receive an update on the project status. Since that time, the State informe d the City of the official $26.6 million grant award and the City and its partner LifeMoves have executed the Standard Agreement with the State . Staff also executed a Letter of Intent with the County of Santa Clara’s Office of Supportive Housing, LifeMoves , and the Santa Clara County Housing Authority which outline the agreements that staff is crafting with each entity related to project management, operations, and program and services support. Additionally, staff is working with LifeMoves to address escalating project costs in this inflationary environment.

Projects funded under AB 140 (Homekey) are automatically deemed consistent with all local planning and zoning requirements and no discretionary approvals can be required. This is outlined in Health and Safety Code section 50675.1.3. Since the City is the landowner and wants to ensure a quality project with public participation, the City Council asked that, though not required, the ARB review the project. The ARB’s discussion on July 21, 2022 was a court esy review and the hearing provided the public an additional forum to offer comments on the design. A video of the ARB meeting is viewable online2.

Project Description
The proposed Comprehensive Plan amendment is related to movement of the GreenWaste operation and related infrastructure within the Area C site. This ensures operations continuity while accommodating the development of a publicly funded interim supportive housing facility (Palo Alto Homekey) for those experiencing homelessness. The project i nvolves moving GreenWaste from the front portion of the site along San Antonio Road to the backmost portion

1 A map showing these areas is shown in the August 15, 2016 City Council Staff Report, https://www.cityofpaloalto.org/files/assets/public/agendas -minutes-reports/reports/city-manager-reports- cmrs/year-archive/2016/081516-7082-approval-of-license-agreement-for-gw-to-use-former-latps.pdf 2 https://midpenmedia.org/architectural-review-board-7212022/ 19 Packet Pg. 257

City of Palo Alto Page 3

of the site. The proposed work includes creating driveway access, performing grading, providing electrical service, installing a new transformer, an d installing electric vehicle (EV) charging stations. While much of the site has been in use by GreenWaste for sorting of construction debris, a portion of this Area C has been more typically used as a construction/staging area .

Figure 1 shows the Public C onservation Land (CL) in the Comprehensive Plan Land Use Designations map. The CL portion is a trapezoid roughly 0.26 acre (11,454 square feet). In its current state, the CL portion is gravel -covered and used contiguously with the rest of the current GreenWaste sorting area. As the CL -designated area has been used, for all intents and purposes, as MISP for six years by GreenWaste, the proposed Comprehensive Plan Amendment would update the designation to align with its usage.

Planning & Transportation Commission Review
On September 14, 2022, the PTC reviewed and recommended that City Council adopt the attached resolution amending the Comprehensive Plan land use designation. The PTC was broadly in support of the Homekey Project and any actions that would f acilitate completion of that project.

During the meeting there was one public speaker for this item , who suggested that the change 19 Packet Pg. 258

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in land use designation should be temporary.

Discussion:

With adoption of the proposed resolution, all existing uses would align with land use designations at this site.

Neighborhood Setting and Character
The location proposed for GreenWaste operations and Palo Alto Homekey is an over two -acre part of a larger parcel located adjacent to the Baylands. Palo Alto Homekey is prop osed for the front half of the site at 1237 North San Antonio, with GreenWaste reconfiguring its sorting layout and relocating to the back half of the site. There is one remaining tank structure in Area B and the exact height of this structure is unknown, but it is estimated to be approximately 20 feet tall based on Google Maps images.

To the south are tall one-story office buildings currently occupied by Google. The existing grade of these sites are low, approximately 2.5 to 4 feet lower than the adjacen t San Antonio Road.

Across the street from the project site, in the City of Mountain View, are additional tall one - story office buildings that are elevated a couple of feet above the grade of San Antonio Road and separated from San Antonio Road by landscaped berms.

Existing Comprehensive Plan Designation3
The Comprehensive Plan land use designations for the project site are:
• Major Institution/Special Facilities (MISP) are characterized as institutional, academic, governmental and community service uses an d lands that are either publicly owned or operated as non-profit organizations.
• Public Conservation Lands (CL) are characterized as open lands primarily for preservation and enhancement of the natural state of the land and its plants and animals.

GreenWaste has been leasing from the City, and operating at this site, a construction debris sorting area, consistent with the MISP designation since moving from its former facility at 2000 Geng Road at the end of 2016. The operations are primarily located at the f ront of the site, away from the CL area. The CL area has been used as a staging area historically, between 1984 and 1991 by the Palo Alto Utilities Department, and more recently, in 2020, by the Granite Construction Company for storing material and equipme nt. The CL area is in no visible way distinct or different from the other parts of the Area C site. The portion of the site currently designated CL is not open, preserved, nor in a natural state as it appears long compacted and gravel covered. The project includes a change in land use designation for this subsection of the site from CL to MISP in alignment with the rest of the site and its current and proposed future usage.

3 The Palo Alto Comprehensive Plan is available onlin e: https://www.cityofpaloalto.org/Departments/Planning- Development-Services/Long-Range-Planning/2030-Comprehensive-Plan 19 Packet Pg. 259

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Consistency with Comprehensive Plan Goals and Policies
Land Use Map Designation Amendment
Staff analysis finds , and the Planning and Transportation Commission concurs, that the proposed Land Use Map amendment is consistent with the following goals and policies of the Comprehensive Plan:

1. Land Use and Community Design Element: Policies L-1.8, L-1.9, L-2.3, L-7.16

2. Safety Element: Policy S-3.9

3. Community Services and Facilities Element : Goal C -5, Policies C -1.3, C -1.22, C -5.1, Program C-1.22.2

4. Governance Element: Goal G-3

5. Housing Element: Goal H-3, Policy H-3.5, Programs H-3.36, H-3.5.1

Timeline:

This Comprehensive Plan amendment is related to the Palo Alto Homekey project. The Homekey award requirements mandate tight timelines, including spending down of monies in eight months from the date of award and completion/occupancy within 12 months.

Resource Impact:

There are no resource impacts associated with the proposed Comprehensive Plan Land Use designation change.

Policy Implications:

The proposed resolution supports the City’s efforts to implement goals and policies of the Comprehensive Pl an. Additionally, adoption of the proposed resolution supports Palo Alto Homekey, a critical project forwarding Council’s priority, “Housing for Social and Economic Balance.” The proposed resolution also aligns with the Comprehensive Plan policies as state d in the previous section.

Stakeholder Engagement:

The Palo Alto Municipal Code requires notice of this public hearing be published in a local paper and mailed to owners and occupants of property within 600 feet of the subject property at least ten days in advance. Notice of a public hearing for this project was published in the Daily Post on December 9, 2022, which is 12 days in advance of the meeting. Postcard mailing occurred on December 7, 2022, which is 14 days in advance of the meeting.

Public Comments
As of the writing of this report, no project-related, public comments were received.

Environmental Review:

Numerous state laws, including but not limited to AB 140 (2021) and AB 2553 (2020) have exempted emergency shelter projects, and specifically projects funded by Homekey, from the requirements of C alifornia Environmental Quality Act (CEQA) . Specifically, the proposed 19 Packet Pg. 260

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resolution changing the land use designation of the site is exempt under Government Code section 8698.4, subdivision (a)(4) (AB 25 53) as an action to facilitate the lease of City owned land for an interim housing shelter.

Attachments:
• Attachment19.a: 0160084_20220907 - 14694 Attachment A - Resolution Amending Comprehensive Plan Land Use Map by Changing the Land Use Designation for 1237 San Antonio Rd from CL to MISP
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Resolution No. ____
Resolution of the Council of the City of Palo Alto Amending the Comprehensive Plan Land Use Map by Changing the Land Use Designation for 1237 San Antonio Road from "Public Conservation Land" (CL) to “Major Institution Special Facilities” (MISP)

R E C I T A L S

A. The City and LifeMoves Inc. have received funding from the California Department of Housing and Community Development Homekey Program to develop an interim shelter for individuals experiencing homelessness at 1237 San Antonio Road.

B. In order to facilitate the development of this project, the City’s solid waste hauler, Greenwaste, is relocating to another portion of the site, which has historically been used for storage and staging.

C. Although this area has been used for storage purposes, it is currently has a Comprehensive Plan Land Use Designation Public Conservation Land (CL).

D. In order to better align the Comprehensive Plan Land Use Designation with the past, present, and future uses of the site, the City desires to amend the Land Use Designation to “Major Institution Special Facilities” (MISP).

E. The Planning and Transportation Commission, after a duly noticed public hearing on September 14, 2022, recommended that the City Council amend the Land Use Map of the City of Palo Alto Comprehensive Plan as set forth below.

F. The City Council considered said recommendation after a duly noticed public hearing held on ___________, and now desires to amend the Land Use Map as set forth below.

NOW, THEREFORE, the Council of the City of Palo Alto RESOLVES as follows:

SECTION 1
. The City Council finds that the public interest, health, safety and welfare of Palo Alto and the surrounding region would be furthered by an amendment of the Land Use Map of the Palo Alto Comprehensive Plan as set forth in Section 2.

SECTION 2
. The proposed Land Use Map amendment is consistent with the following goals and policies of the Comprehensive Plan:

Land Use and Community Design Element
Goal/Policy Program Consistency

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Policy L-1.8 Maintain an active
engagement with Santa Clara
County, San Mateo County,
neighboring cities, other public
agencies including school
districts and Stanford University
regarding land use and
transportation issues
The proposed amendment enables the development of Palo Alto Homekey, a project involving close engagement and coordination with the City of Mountain View and Santa Clara County.

Policy L-1.9 Participate in
regional strategies to address
the interaction of jobs, housing
balance and transportation
issues.

The proposed amendment enables the development of Palo Alto Homekey, which is an important component of both a regional (i.e., Santa Clara County) and statewide effort to quickly expand housing for persons experiencing or at risk of homelessness.

Policy L-2.3 As a key component
of a diverse, inclusive
community, allow and
encourage a mix of housing
types and sizes integrated into
neighborhoods and designed for
greater affordability,
particularly smaller housing
types, such as studios, co-
housing, cottages, clustered
housing, accessory dwelling
units and senior housing.

The proposed amendment enables the development of Palo Alto Homekey which would increase housing diversity by introducing transitional housing to Palo Alto.

Policy L-7.16 Continue to
consult with tribes as required
by California Government Code
Section 65352.3. In doing so,
use appropriate procedures to
accommodate tribal concerns
when a tribe has a religious
prohibition against revealing
precise information about the
location or previous practice at
a particular sacred site.

In relation to the proposed amendment, staff is following (concurrently) all appropriate noticing procedures for tribal consultation.

Safety Element
Goal/Policy/Program Consistency

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Policy S-3.9 Reduce solid waste
generation through requiring
salvage and reuse of building
materials, including
architecturally and historically
significant materials.

The proposed amendment will allow GreenWaste to maintai n its existing building materials sorting operations while allowing the development of new transitional housing (i.e., Palo Alto Homekey).

Community Services and Facilities Element
Goal/Policy/Program Consistency
Policy C-1.3 Streamline and
improve delivery and provision
of services and to meet the
changing needs of our
population.

The proposed amendment enables the development of Palo Alto Homekey which would provide a focused, centralized array of services to our unhoused population.

Policy C-1.22 Support and
promote County, City, State and
nonprofit services addressing
the needs of the low-income
and unhoused community
especially in the areas of
permanent supportive housing
and temporary housing which
addresses food, clothing, health
care, mental health and
transportation needs.

The proposed amendment enables the development of Palo Alto Homekey transitional housing, which would provide an array of services and address a variety of needs including food, health care, mental health care, and jobs.

Program C1.22.2 Work with
Santa Clara and San Mateo
Counties, the State of California,
the federal government,
nonprofit agencies, business
and other organizations to
define roles and responsibilities
in the comprehensive provision
of permanent supportive
housing and temporary shelter,
food, clothing and
transportation for those in
need.

The proposed amendment enables the development of Palo Alto Homekey a project involving working with a variety of stakeholders, including the State, Santa Clara Coun ty, the City of Mountain View, LifeMoves (a local nonprofit), and others. This work includes defining and distributing roles and responsibilities relating to meeting the needs of the unhoused.

Goal C-5 Sustain the health,
well-being, recreation and
safety of residents and visitors
and improve the quality,
The proposed amendment enables the developme nt of Palo Alto Homekey which would introduce transitional housing and services to improve the lives and outcomes of the unhoused.

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quantity and affordability of
social services for all community
members, including children,
youth, teens, seniors, the
unhoused and people with
disabilities.

Policy C-5.1 Demonstrate an
ongoing commitment to the
health and well-being of the
public.

The proposed amendment enables th e development of Palo Alto Homekey a project demonstrating the City’s ongoing financial commitment to increasing the health and well-being of the unhoused in our community.

Governance Element
Goal/Policy/Program Consistency
Goal G-3 Collaboration with
regional partners and support
on regional issues.

The proposed amendment enables the development of Palo Alto Homekey, which is an important component of both a regional (i.e., Santa Clara County) and statewide effort to quickly expand h ousing for persons experiencing or at risk of homelessness.

Housing Element
Goal/Policy/Program Consistency
Goal H-3 Meet underserved
housing needs and provide
community resources to
support our neighborhoods.

The proposed amendment enables the development of Palo Alto Homekey which would help meet a currently underserved need for transitional housing.

Program H-3.36 Continue to
participate with and support
agencies addressing
homelessness.

The proposed amendment enables the development of Palo Alto Homekey a project involving participating with and supporting a variety of agencies addressing homelessness.

Policy H-3.5 Support the
provision of emergency shelter,
transitional housing, and
ancillary services to address
homelessness.

The proposed amendment enables the development of Palo Alto Homekey, an emergency shelter providing transitional housing and ancillary services to address homelessness.

Program H-3.5.1 Continue to
participate in the Santa Clara
County Homeless Collaborative
as well as work with adjacent
jurisdictions to develop
additional shelter opportunities.

The proposed amendment enables the development of Palo Alto Homekey an emergency shelter and the first transitional housin g in the city.

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SECTION 3. The City Council hereby amends the Land Use Map of the Palo Alto Comprehensive Plan by changing the designation of the area depicted in "Exhibit A" from Conservation Lands and Major Institution/Special Facilities. "Exhibit A" is attached to this resolution and incorporated into it by this reference.

SECTION 4. The Council finds that the adoption of this resolution is exempt from review under the California Environmental Quality Act pursuant to Government Code section 8698.4, subdivision (a)(4) because the change in land use designation is an action to facilitate the lease of City owned land for a homeless shelter.

INTRODUCED AND PASSED:

AYES:

NOES:

ABSENT:

ABSTENTIONS:

ATTEST:

__________________________ _____________________________ City Clerk Mayor

APPROVED AS TO FORM: APPROVED:

__________________________ _____________________________ Assistant City Attorney City Manager

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East Meadow Circle
Hy 101 North
West Bayshore Road
Hy 101 South
San
AntonioRoad
East Meadow Drive
San Antonio Road
San Antonio Road
East Bayshore Road
San Antonio Road
Fabian Way
Egret Pond
City of
Palo Alto
Mountain View
£¤101
Figure 1: Homekey Project Site and Vicinity
Public Conservation
Land
Major
Institution/
Special
Facility
Research/
Office Park
Research/
Office Park
Light
Industrial
Single Family Residential
Legend
Homekey Project Site
Proposed Homekey Area
Modified Greenwaste Site Area
Proposed Land Use Change (PCL to MI/SF)
City Limit
Comprehensive Plan Land Use Designations
Single Family Residential
Light Industrial
Research/Office Park
Major Institution/Special Facility
Public Conservation Land
Rev 8.29.2022

EXHIBIT A

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City of Palo Alto (ID # 14800)
City Council Staff Report

Meeting Date: 12/19/2022 Report Type: Action Items

City of Palo Alto Page 1

Title: The Utilities Advisory Commission (UAC) and Staff Recommend the City Council Approve Option 2 for Building Fiber -to-the-Premises (FTTP) Under a Phased Approach
From: City Manager
Lead Department: Utilities

Recommendation
The Utilities Advisory Commission (UAC) and staff recommend City Council approve option 2 for building Fiber-to-the-Premises (FTTP) under a phased approach:

Option 1. Build fiber backbone and FTTP within five years with $98M Revenue Bond.

Construction costs of $127.9 million to bu ild the fiber backbone and FTTP distribution network based on the business models developed, plus $15 million to provide City -owned internet service provider (ISP) services totaling $142.9 million for the entire project. Fiber fund balance at $34 million, leaving a funding gap of $98 million, which may be covered with a revenue bond.

► Option 2. Build fiber backbone and FTTP under a phased approach without Revenue Bond. Allocate $34M from the Fiber fund and $13M from the Electric fund to build the fiber backbone and build phase one of the FTTP distribution network under a phased approach.

Option 3. Build fiber backbone, pause City -owned ISP plans, and collaborate with private ISPs. Build the fiber backbone to increase reliability and capacity for dark fiber licensing and support some “smart city” initiatives. Collaborate with ISP providers to improve broadband in Palo Alto. Pause FTTP efforts and potentially redistribute some fiber surplus to support other City initiatives such as grid modernization or electrification.

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Executive Summary
This report is a culmination of research and findings for building fiber backbone and citywide FTTP, including follow-up information from the joint session held on September 19, 2022 ( Staff Report #13956 ). This meeting will provide Council an opportunity to review the findings and information accumulated so far, weigh the options for moving forward with FTTP, consider staff and UAC’s recommendation, and provide staff with feedback on how to proceed. This report contains follow-up information requested from the joint session and options to build FTTP:

1. Comparisons to other California municipalities providing fiber service

2. Use of Micro-trenching to reduce construction costs and accelerate FTTP buildout

3. Use of Fiber Fund surplus for FTTP and other City services

4. Options to build FTTP and enhance broadband in Palo Alto The UAC unanimously (6-0, Bowie absent) recommended Option 2 – build fiber backbone and FTTP under a phased approach with existing funds ($34 million from Fiber and $13 million from Electric). The UAC did not recommend bond financing phase one of FTTP deployment due to uncertainty of customer take rate and high interest borrowing rates. UAC also suggested staff provide periodic updates (i.e. construction, installation, financials) to UAC and Council during phase one to determine whether the City should accelerate the FTTP buildout.

Background
On November 2, 2022 staff reviewed with UAC the accumulated research and findings for building the fiber backbone and several options for building FTTP shortly following the joint session held with Council and UAC on September 19, 2022. Plans to build the fiber backbone were reviewed and the feasibility of expanding the City’s current licensing of dark fiber to end users by building out the network with a citywide FTTP distribution network were evaluated during the joint study session. Building out the network to connect to homes and businesses is commonly known as building out the “last mile” in a network. During the meeting with UAC, options for building the last mile to provide citywide FTTP were discussed in further detail.

There have been multiple discussions over the decade regarding the tradeoffs for offering municipal-owned FTTP to the community as a service, investments needed to build the “last mile,” benefits and risks of becoming a new internet service provider (ISP), and various financial models and organizational structure. The City’s broadband consultant, Magellan, presented information demonstrating how building the last mile in the City’s fiber network infrastructure supports the City’s initiatives, provides the community with more choice among broadband providers, and becomes a valuable telecommunication investment for the future.

However, it was acknowledged that while the City operates its own utilities and the fiber network has a successful dark fiber busine ss model, the competitive landscape for FTTP would be very different from managing other City -owned utilities and dark fiber licensing. The City would not only have to build a reliable FTTP distribution network capable of delivering ultra - high-speed Intern et options, but also capture market share, provide responsive customer service and support, implement and install FTTP, and respond to competitors’ efforts. In response to some concerns about take rate viability, Magellan presented maps based on survey 20 Packet Pg. 269

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results that could be used to infer which areas of the community had higher demand for a City - owned ISP, less competition from existing incumbents, or even where internet speed may be slower. This report includes some additional maps based on UAC’s feedback.

Several options for building FTTP came into focus after the joint study session and were summarily discussed with the UAC. During the meeting with the UAC, concerns were raised regarding uncertainties surrounding the deployment of FTTP, such as rising int erest rates, which can impact cost estimates, or incumbent response and other market factors which can impact anticipated take rates. The discussion section contains some ideas to mitigate these risks weighed alongside the various options presented to the UAC for further discussion with Council.

Discussion
The following discussion topics include follow -up information requested from the joint session and options for building FTTP.

Comparisons to other Municipalities with Fiber
According to the Institute for Local Self -Reliance Community Broadband Map, in the United States there are 83 municipal networks serving 148 communities with a publicly owned FTTP citywide network. More broadly, there are 315 networks communities in 31 states with some form of a public ly owned network offering at least 1 gigabit services and more than 30 communities in 10 states with a municipal network delivering 10 gigabit services.1

With limited resources to verify the business models of each municipal network, research was focused on high -profile municipal networks for those which are out -of-state, and municipal networks in California since unique legal conditions in each state substantially impact the deployment of broadband networks state to state. Staff focused on well-known municipal networks or municipal networks with easily accessible public information to search for those which contained one or more of the following traits comparable to what the City of Palo Alto has been exploring:

✓ City-owned and built
✓ City-ISP (City is the ISP provider)
✓ City-wide (100% full buildout to all businesses and residents) The resulting list in Attachment A is intended to provide the public a general idea of how other municipalities are providing fiber broadband and would require the information to be further validated by the individual municipal network listed for accuracy. In general, m any municipalities in California are either in the process of exploring fiber broadband, providing limited fiber broadband, or partnering with a third -party as the ISP provider. Several cities are

1 Institute for Local Self-Reliance Community Broadband map: https://muninetworks.org/communitymap

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offering commercial services, and some are providing residential services under an incremental approach. Below are some examples:

Masterplan to explore fiber broadband

1. Developing a master plan

▪ Fremont
▪ Glendale

2. Completed a master plan ▪ Vallejo
▪ San Leandro
Limited, Non City-wide fiber broadband

3. Providing only dark fiber and
commercial ISP (no residential)
▪ Burbank
▪ Los Angeles

4. Providing limited (instead of city -wide
fiber broadband)
▪ Loma Linda (homes built after 2004)
▪ Rancho Cucamonga (greenfield developments)
▪ Santa Monica (select multi-family developments)
▪ San Bruno (hybrid fiber/coax; incumbent cable television operator) Non City-ISP provided fiber broadband

5. Non-city ISP provider ▪ Culver City (CLEC Onward)
▪ Ontario (CLEC Onward)
▪ Vallejo (CLEC Onward)
▪ Santa Cruz (Cruzio Internet)
▪ Brentwood licenses conduit to Sonic* in select areas

Micro-trenching as an Alternative Construction Method
In response to Council’s question on micro -trenching as a method to reduce construct ion costs, Utilities, Public Works and Magellan evaluated the benefits and disadvantages of applying micro-trenching in Palo Alto’s FTTP buildout.

In recent years, “micro -trenching” has emerged as a new construction method for deploying fiber infrastructu re. Whereas traditional standards call for fiber to be buried at least 24 -36 inches below grade either with directional boring or trenching, micro -trenching uses thinner, shallower cuts averaging 8 -16 inches in depth. Typically, these cuts are made either in the pavement, sidewalk or the joint between the pavement and guttering. Proponents of micro - trenching note the shallower placement reduces construction cost by 40% -50% and can accelerate construction schedules by three to four times of the typical timel ine. Street closures can also be reduced. Thus far, only a few cities (e.g., Austin, Texas) have successfully allowed fiber network builders to use micro -trenching as the preferred construction methodology to deploy broadband and other telecommunication se rvices. As of the writing of this report, the City has not received any inquiries from the incumbent ISPs (wired and wireless) to use micro - trenching to deploy fiber.

The biggest downside to micro -trenching is the shallow depth and how this impacts future access to underground facilities for maintenance or repairs. While micro -trenching employs cuts averaging 8 -16 inches deep, Palo Alto streets are resurfaced at 6 to 18 inches deep, and 20 Packet Pg. 271

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routine cuts to access underground facilities such as electric undergr ound lines are 24 to 36 inches deep. Additionally, to minimize damage to trees in areas where such precaution may be necessary, new techniques in micro-trenching may need to be deployed which may significantly impact construction . Finally, streets and side walks are routinely cut by contractors for underground work who would have to exercise greater precision and control to avoid cutting shallow fiber. The shallow depths not only impact how underground facilities are accessed in the future, but this also increases the vulnerability of micro-trenched fiber to dig ups. Although there are benefits for implementing micro -trenching, the tradeoffs in future access, ease of maintenance, risk of outages, and the time and resources to mitigate these issues would need to be considered as well.

Effective January 2022, state law requires the City to allow micro -trenching for the installation of underground fiber if the installation in the micro -trench is limited to fiber, unless the City makes a written finding that all owing micro -trenching for a fiber installation would have a specific, adverse impact on the public health or safety. The law also requires the City to adopt or amend its existing policies, ordinances, codes, or construction rules to allow for micro - trenching for fiber. The Public Works Department in collaboration with the City Attorney’s Office, Utilities and Urban Forestry, is developing a micro -trenching standard for the City which will further inform on how this method may be implemented in the future.

As a part of ongoing efforts to explore potential cost savings for building FTTP, staff evaluated micro-trenching and found although there may be construction cost savings of $10 – $20 million (high-level estimate) in the undergrounded “last mile” portions of a FTTP network, these savings are unlikely to be fully realized due to cost factors which would offset a significant portion of potential savings. These cost factors include but are not limited to future outages, tree root protection, and impacts to st reet conditions. For a more thorough calculation of cost savings applying micro-trench, Magellan may need up to four months to conduct a field survey in the underground areas and redesign the architecture of the FTTP network.

The cost savings and efficien cy gained by using micro trenching is achieved when it is used in large volume. To realize the full savings of micro -trench, the City would have to utilize micro - trenching for largest part of underground construction. One of the advantages that allows micro trenching to be less costly is the depth placement of conduit, which is also a disadvantage to operating and maintaining the network. The cost to mobilize equipment and crew to micro - trench small segments and/or service laterals would potentially outweig h construction cost savings combined with high risk of future outages.

Although micro-trenching has the potential to result in reduced construction costs and faster implementation time in high density and rural areas, staff’s research suggests there are l ong- term risks in Palo Alto such as network reliability, impact to the City’s street pavement condition index score, and the effect on tree canopies – all of which may significantly outweigh the construction benefits. Based on these concerns, staff does no t recommend using micro - trenching to build the FTTP network in underground districts. 20 Packet Pg. 272

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Use of Fiber surplus for FTTP and other City services
To date, the City has accumulated a surplus of approximately $34 million through its dark fiber licensing revenues. This surplus may be used for capital expenditures related to the fiber network, including the FTTP buildout, or as unrestricted funds. However, potential uses for future surpluses—particularly from a FTTP line of business —are less clear. The legal landsca pe for local government revenues, especially revenues contemplated for expenditure on general municipal services, is complex and frequently changing either through ballot initiatives or litigation over the meaning and application of existing laws.

For present purposes, the most significant State law is Prop 26 2, the 2010 ballot initiative that amended the California Constitution to expand the general definition of a tax to include "any…charge…of any kind imposed by a local government." If Prop 26 applies to a local government fee or charge, the charge must either fall within one of seven enumerated exceptions or be imposed with voter approval. The stated intent behind Prop 26 was to close a "loophole" under which the state and local governments "disguised new taxes as 'fees' in order to extract even more revenue from California taxpayers without having to abide by these constitutional voting requirements."

In August of this year, the California Supreme Court issued a decision in Zolly vs. City of Oakland that clarified a previously unresolved question about the meaning of the phrase "imposed by a local government" in the context of franchise fees paid by the City of Oakland's solid waste and recycling service providers. The City of Oakland argued the franchise fees are not “imposed by a local government” because they were a product of voluntary contractual negotiations and therefore Prop 26 does not apply to such fees. The Supreme Court rejected this argument, finding that the ordinary meaning of the word “i mposed” is “enacted” and it is sufficient that

2 The full text of the Prop 26 provisions discussed in this staff report is as follows:

(e) As used in this article, “tax” means any levy, charge, or exaction of any kind imposed by a local government, except the following:
(1) A charge imposed for a specific benefit conferred or privilege granted directly to the payor that is not provided to those not charged, and which does not exceed the reasonable costs to the local government of conferring the benefit or granting the privilege.
(2) A charge imposed for a specific government service or product provided directly to the payor that is not provided to those not charged, and which does not exceed the reasonable costs to the local government of providing the service or product.
(3) A charge imposed for the reasonable regulatory costs to a local government for issuing licenses and permits, performing investigations, inspections, and audits, enforcing agricultural marketing orders, and the administrative enforcement and adjudication thereof.
(4) A charge imposed for entrance to or use of local government property, or the purchase, rental, or lease of local government property.
(5) A fine, penalty, or other monetary charge imposed by the judicial branch of government or a local government, as a result of a violation of law.
(6) A charge imposed as a condition of property development. (7) Assessments and property-related fees imposed in accordance with the provisions of Article XIII D (Prop 218).

Article XIIC, Section 1(e) of the California Constitution.

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Oakland exercised its legal authority to execute the two franchise agreements and then enacted those charges into law by ordinance.

A court could very possibly reach a similar conclusion regarding the applica bility of Prop 26 to the City's fiber utility's charges. However, the full impact of the Zolly decision on the fiber utility rates is still unclear because another Prop 26 case ( Howard Jarvis Taxpayers Association vs. Bay Area Toll Authority ) currently pen ding before the California Supreme Court will provide additional guidance on how the various exceptions to Prop 26 might apply in the context of the fiber utility . In addition, a statewide initiative that would impose even stricter limitations on local government fees and charges 3 appears likely to qualify for the ballot in the 2024 election.

Staff will continue to monitor these developments and their implications for the fiber utility's revenue potential.

Options to build FTTP and enhance broadband service in Palo Alto Upon review of the findings from the joint session and follow -up information incorporated into this report, options for providing FTTP and enhancing broadband service were narrowed down to the following three:

Option 1. Build backbone and citywide FTTP within five years with $98M of Revenue Bond financing
Based on the current business models and anticipated construction costs for the fiber backbone and FTTP distribution network, the project team estimates a funding gap of approximately $98 million to be allocated in both the Fiber Fund and Electric Fund. The allocation for the construction costs and the bond financing structure would still need to be finalized based on actual plans.

Table 1. Cost estimates as of August 2022
Costs Current Estimates 2022
Fiber Backbone $25.6 M
Fiber-to-the-Premise $102.3 M
Working Capital Set Aside $15.0 M
Total Costs $142.9 M
Funding Current Estimates 2022
Cost Savings if Built Jointly ($10.9 M)
Existing Fiber Fund ($34.0 M)
Total New Funding Required $98.0 M

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New Funding Allocation* Fiber $80 M - $85 M
Electric $13 M - $18 M

Utility Revenue Bonds are a cost -effective option for long -term capital improvement projects with a large funding gap such as the $98M in this project. There are various reve nue bonds structures and potential bond rating assumptions which could be applied for the fiber backbone and FTTP distribution network. The bonds are anticipated to be issued by both the Fiber Optics Fund for the FTTP construction, and the Electric Fund fo r the building the fiber backbone. Given the financial strength of the reserves, assets, and lack of current debt by the Electric utility, the new revenue bonds for the backbone and FTTP has little to no impact on potential future Electric bond issuance(s) . The Electric utility is the City’s financially strongest utility, and the other City utilities with outstanding bonds have a triple A credit ratings from Standard and Poor’s therefore, staff anticipates the Electric utility will also receive the highest credit rating as well. The credit rating for the Fiber utility is less certain, as is the credit rating for a combined (Fiber and Electric) bonds issuance. The allocation of construction costs between the two funds and the bond financing structure is still being finalized, and the potential bond rating will be determined after a rating presentation (usually occurs a month prior to the bond issuance).

Typically, bond issuance takes three to four months to process. Sometimes it takes longer when associated to a major construction contract Request for Proposal (RFP) being issued, receiving proposals, and evaluating bids to determine the lowest responsible bidder. The RFP process needs to be substantially completed to determine the final amount of the bond issua nce since this result can substantially differ from the Engineer project cost estimate.

The table below shows the preliminary potential bond structures estimated on a 30 -year $98 million (par) bond issuance needed to fund the project gap for the following scenarios:

Table 2. Debt Schedule as of August 2022

Scenario Rating Capitalized
Interest
All-In True
Interest
Cost
Annual
Average Debt
Service
Total Debt
Service
(net of Capl)
1* AA+ 18 months 4.42% $6.47 M $186.82 M
2** AA+ None 4.42% $5.96 M $179.45 M
3* AA 18 months 4.49% $6.52 M $188.34 M
4** AA None 4.49% $6.01 M $180.80 M

*Scenarios 1 and 3: 18 months Capitalized Interest. First three (interest only) semi -annual debt service payments during project construction are paid by bond funds. This a mount is added to the principal bond issuance.
**Scenarios 2 and 4: No capitalized interest. First debt service would be due six months after the bond issuance.
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The advantages of option 1 is it seeks to provide every resident and business in Palo Alto wi th equal access to Palo Alto Fiber within five years so construction bid prices may be more favorable and competitive with a larger construction project and economies of scale, and the customer take rates would be higher due to speed -to-market and favorabl e momentum for Palo Alto Fiber. In addition to providing fiber broadband high -speed internet access to all residents and businesses, the new citywide FTTP network will provide more dark fiber licensing opportunities, support “smart city” initiatives for al l departments, and serve as future telecommunication infrastructure for City or third -party needs throughout the city. There may also be construction savings of approximately 25% in areas where the City must replace poles or trench to upgrade its electrica l distribution system for the grid modernization project. Staff will evaluate total FTTP and grid modernization joint savings after the construction buildout areas are determined.

The disadvantages of option 1 is the reliance on customer take rate to be f inancially sustainable. Given the uncertainties with take rate, and how existing ISP incumbents may respond in an adversarial manner to further impact take rates, there is a risk if Palo Alto Fiber cannot attain a minimum take rate of 25% after the build o ut, the City will have to adjust the construction schedule, and/or identify other sources (i.e. General Fund, partnership) of funding to repay the outstanding debt amount.

Option 2. Build fiber backbone and FTTP with existing fiber reserves under a phased approach.

The phased deployment approach will decrease the City’s financial risk because no bond financing is required. Construction can be phased to start in areas with higher potential take rates and lower accessibility to fiber internet, ramping up in stead of committing to a full deployment. With a ramp up approach, the City could build up revenues from dark fiber licensing and incremental FTTP deployments to reinvest into building out more of the fiber network in subsequent areas instead of taking on new debt. Depending on the viability of the City ISP business and take rate percentage, Council has the option to accelerate the FTTP citywide buildout with or without bond financing in future years. If Council decides to bond finance the remainder of city wide FTTP, it will take about two months to complete financing after Council’s approval. Staff will provide key financial information (i.e. number of subscribers, revenue, expenses) on a regular basis to inform Council of the new FTTP business and decide whether the City should 1) continue the phased approach; 2) seek revenue bond financing to accelerate the buildout; 3) pause FTTP expansion.

Under the phased approach, and assuming a $20 million capital investment in the first phase of FTTP, the City can provide access to 20% - 30% of homes and businesses within 2 -3 years.

Magellan developed three potential phase 1 deployment models for FTTP with the following initial build out scenarios (Attachment B):

1. Areas with the lowest construction cost and highest density

2. Areas with the highest demand based on deposits
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3. Areas without AT&T Fiber, with the goal of increasing take rates

Areas of Lowest
Cost, Highest
Density
Areas of Highest
Demand
Areas without
AT&T Fiber
Total Cost $20 M $20 M $20 M
Single-Family with Access 4,231 3,540 3,186
Multi-Family with Access 6,213 4,712 4,594
Total Homes with Access 10,444 8,252 7,780
Total Businesses with
Access 1,064 879 912
Total Homes and
Businesses with Access 11,508 9,131 8,692

In response to the UAC request, Ma gellan created a citywide heatmap of broadband speed from 25 Mbp to 1Gbp or greater based on 1,700 self -reported speed tests from the internet survey (Attachment C). Based on the heatmap, it is inconclusive whether there are neighborhoods with access to o nly low speed internet since there are adjacent neighborhoods with moderate to high speed access. Therefore, the speed test heatmaps are not a conclusive indicator of areas where speeds may be lower, and resultantly where the City should potentially focus its initial deployment.

For option 2, Magellan created a construction map for phase 1 incorporating the various scenarios of lowest cost, highest density, least competition, and highest demand. (Attachment D).

The advantage of option 2 is no initial bon d financing required with $34 million of Fiber Reserves and $13 million contributions from the Electric Fund. The City can build a dedicated fiber backbone for the Electric utility to enhance reliability, security, redundancy, and future electric-related i nitiatives such as automated SCADA sensors. The City will also be able to provide internet access to approximately 20% - 30% of homes and residents who prefer to switch to City -owned ISP. Council can decide whether to accelerate or decelerate the FTTP expansion plan in one or two years based on how the deployment of Phase 1 goes. Under Option 2, the City will evaluate the feasibility of integrating FTTP expansion into future capital improvement projects such as electric grid modernization, electrification a nd undergrounding.

Similar to option 1, there may be construction savings of approximately 25% in areas where the City must replace poles or trench to upgrade its electrical distribution system for the grid modernization project. Staff will evaluate total FTTP and grid modernization joint savings after phase 1 construction buildout areas are determined.

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The disadvantages of Option 2 are primarily the longer implementation time, which would likely impact take rates and weaken the City’s competitive position . Additionally, the phased approach could impact equity as not all parts of the community would be built out at the same time.

Option 3. Build fiber backbone, Pause City-owned ISP plans, and Collaborate with private ISPs The City’s fiber optic backbone ne twork was planned, designed and constructed in the mid to late 1990s. The estimated useful life of fiber plant is typically 30 to 40 years. The Utilities Department began to license dark fiber service connections for commercial purposes in the late 1990s. Since then, several sections of the fiber network have reached capacity, which limits the City's ability to effectively serve its existing customers and acquire new customers. Building a separate fiber backbone is essential to maintaining and improving net work reliability and security, increasing network coverage and capacity for commercial dark fiber customers, and supporting some “smart city” initiatives for City departments such as Information Technology, Office of Emergency Services, Public Safety, Public Works, Transportation and Utilities.

In light of future network and service upgrade plans by incumbent ISPs and the development of emerging technologies such as mobile and fixed 5G wireless, instead of building out the last mile the same time, the City may postpone its FTTP development. The City could, instead, identify resources to improve coordination of City policies, processes, and access to communication infrastructure in the PROW to facilitate network upgrades. These efforts could enhance transpar ency and predictability for ISPs planning network upgrades and/or building new networks. In general, municipal strategies for advancing broadband deployment without building their own FTTP are typically to:

1. Facilitate access to key assets such as fiber, c ommunication conduit and utility poles in the PROW in addition to access to City-owned real property;

2. Provide frequently used information such as construction standards and pole requirements to potential broadband service providers; and

3. Streamline and publicize local construction, PROW and permitting processes.

The advantages of option 3 are primarily proceeding with building the fiber backbone to provide a more robust network and increase capacity, possibly creating new opportunities for dark fiber licensing in fiber congested areas such as Stanford Research Park. Dark fiber reserve could be redistributed to support other City initiatives such as grid modernization or electrification. The City could focus on working with existing ISPs to enhance broadband service throughout the City with substantially less financial investment and risk for the City as delivery of broadband services would be completely controlled by the existing providers.

The disadvantages of option 3 are postponing FTTP. If FTTP is resum ed at a future date, labor and materials costs may be higher, other providers may be further entrenched, and the City’s share of the market would be limited or more difficult to compete in, dwindling any chances for the community to invest in a community-owned asset. New technologies such as wireless could 20 Packet Pg. 278

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evolve and become widely available to residents and businesses, further reducing market share. The net impact to the community for postponing FTTP is a loss in the opportunity for the City to maintain loc al control of how broadband is delivered in Palo Alto citizens and businesses, in terms of pricing, internet speeds, net neutrality, and privacy.

UAC/Staff Feedback
The UAC noted there are portions of the City which present an opportunity for more parity based on the map provided from Magellan. The map indicates there are areas with higher customer demand and no fiber broadband options which the City can serve. With rising interest rates and uncertain take rates, UAC recommended option 2 which provides a path forward that helps mitigate some of these risks. Staff acknowledged the phased approach was previously not recommended as it stretched the implementation timeline to 10 -20 years. However, the phased approach provides the City opportunities to check in and evaluate if take rates justify continued build out at a faster pace. Construction of the first phase may take 12 – 24 months; however, community interest may accelerate the construction of subsequent phases.

Furthermore, the phased construction appro ach may also be more efficient and cost -effective to overlap with the electric grid modernization work.

Resource Impact
Option 1
↓
Option 2 Option 3
Description
Fiber Backbone +
FTTP in 5 Years
Fiber Backbone +
$20M FTTP Phase 1
Fiber Backbone +
Pause City FTTP
Expenses:

Fiber Backbone $25.6 M $25.6 M $25.6 M
Fiber-to-the-Premises $102.3 M $20.0 M $ 0.0
Working Capital $15.0 M $3.0M $ 0.0
Total Costs $142.9 M $48.6 M $25.6 M

Funding:

Cost Savings if Built
Jointly ($10.9 M) ($1.7 M) -
Fiber Fund ($34.0 M) ($34.0 M) ($12.8 M)
Electric Fund $0.00 ($12.9 M) ($12.8 M)
Total Funding/Savings ($57.9M) ($48.6 M) ($25.6 M)

New Funding Required $98.0M* $ 0.0 $ 0.0

* Allocation of revenue bond between El ectric and Fiber will be determined based on actual construction costs.

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The staffing resources needed to implement, support, and manage options 1 and 2 are included in the working capital estimates in the table above. However, staff will need to bring fo rward new job classifications if the City Council chooses to proceed with options 1 or 2.

Stakeholder Engagement
On September 19, 2022, City Council and UAC held a public joint session to discuss the City’s fiber expansion plan and specifically FTTP. The j oint session included information for Council and UAC as they consider next steps for FTTP. The information included FTTP engineering design details, construction cost estimates, market analysis results, financial models, and organizational structure options.

On November 2, 2022, the UAC unanimously (6 -0, Bowie absent) recommended Option 2 – build fiber backbone and FTTP under a phased approach with existing funds ($34 million from Fiber and $13 million from Electric) (Staff Report #14845). UAC expressed the goal of FTTP is to provide ubiquitous or citywide high -speed internet access to all residents and businesses in Palo Alto. Option 2 can become a springboard to Option 1 which is a citywide FTTP deployment within five years if phase 1 of Palo Alto Fiber is deemed to b e successful and financially self - sustaining. Other topics raised during the meeting was partnering with an ISP service since the City does not have experience in this area which is under consideration with the outsourcing model. Multi-dwelling unit (MDU) is a different market segment than residential or commercial customers because most property owners have an exclusive multi -year term contractual agreement with an ISP. If Council approves Option 1 or 2, the City will begin a MDU marketing campaign in the beginning of 2023 to gauge MDU interest in negotiating access agreement.

Environmental Review
Council action on this item is not a project as defined by CEQA because the Council direction regarding the fiber utility is a general policy making activity. CEQA Guidelines section 15378(b)(2)." Attachments:
• Attachment20.a: Attachment A: Comparison to Other Municipalities 20 Packet Pg. 280
Attachment A. Comparison to Other Muncipalities with Fiber Examples of Municipal Broadband
Public Agency State Type Utilities Offered Incumbent Telecom Providers
Publicly owned
and built
Public Agency
as the ISP
100%
buildout Additional comments/notes
Alameda, City of CA Electric AT&T; Xfinity Yes Yes Yes When initially built, the City hired a contractor to provide ISP support. Hybrid Fiber Coax network sold to Comcast in 2008.

Anaheim, City of CA Dark Fiber, Electric, Water AT&T; Spectrum No Un known Yes Atherton, Town of CA None AT&T; Xfinity No Unknown WIP Atherton Fiber  is not a municipally‐owned enterprise. City allowed PROW access.

Beverly Hills, City of CA Solid Waste, Storm Water, Waste Water,  Water AT&T; Spectrum Yes Unknown Yes Citywide FTTP project halted an d resumed, currently the project is under evaluation.

Brentwood, City of CA Garbage, Sewer, Water AT&T; Xfinity No No No City leases conduit to Sonic in select areas of the city where the city installed empty communication conduit for new housing developments.

Burbank, City of CA Dark Fiber1, Electric, Water AT&T; Spectrum No Yes No Commercial Dark Fiber and Business Interne t Services.

Chattanooga EPB TN Electric, Fiber AT&T; Xfinity Yes Yes Yes Chattanoo ga Electric Power Board FTTP network offers Internet Broadband, Cable TV and Phone Culver City CA Dark Fiber, Electric, Water AT&T; Spectrum No No No Par tnership with CLEC Onward ‐ Business Internet.

Fort Collins, City of CO Electric, Water, Wastewater, Stormwater,  Fiber CenturyLink; Xfinity Yes Yes WIP Fort Collins Utilities is a member of the Platte River Power Authority.  FTTP network brand name is Connexion ‐ offers Internet, TV and Phone
Fresno, City of CA Sewer, Wastewater, Water AT&T; Xfinity No No No Glendale, City of CA Dark Fiber, Electric, Water AT&T; Spectrum No P lanning Planning Curently working with Magellan on Fiber Optic Bu siness Plan for network expansion Hillsboro, City of OR Water, Wastewater CenturyLink; Xfinity Yes Yes WIP Hillsboro FTTP network brand name is  HighLight ‐  offers High‐Speed Internet and Digital Voice Huntington Beach, City of CA Dark Fiber1, Sewer, Trash, Water Spectrum; Frontier No No No Lafayette Utilities System LA Electric, Water, Wastewater, Fiber  AT&T; Cox Yes Yes Yes LUS FIBER FTTP network offers Broadband Inter net, Cable TV and Phone Loma Linda, City of CA Refuse, Sewer, Water AT&T; Spectrum Yes1 Yes No City FTTP is limited to select areas and provided to homes  built after 2004.

Long Beach, City of CA Dark Fiber1, Gas, Water Spectrum; Frontier No No No Longmont, City of CO Electric, Fiber CenturyLink; Xfinity Yes Yes Yes Longmont Power & Communications is a member of the Platte River Power Authority. FTTP network brand name is NextLight
Los Angeles, City of CA Dark Fiber1, Electric, Water AT&T; Spectrum No No No Commercial Dark Fiber and Business Internet  Services.

Loveland, City of CO Electric; Water, Fiber CenturyLink; Xfinity Ye s Yes WIP Loveland Water & Power is a member of the Platte River Power Authority. FTTP network brand Name is Pulse ‐ offers Internet TV and Phone
Ontario, City of CA Dark Fiber, Wastewater, Water Spectrum; Fronti er No No WIP Partnership with CLEC Onward ‐ Residential and Busines s Internet.

Palo Alto, City of CA Dark Fiber, Electric, Gas, Wastewater, Wate r AT&T; Xfinity TBD Pasadena, City of CA Electric, Water AT&T; Spectrum No No No Commercia l Dark Fiber and Business Internet Services.

Plumas‐Sierra Electric Co‐op CA Electric, Fiber/Coax/Wireless/Sat ellite Broadband AT&T Yes Yes No Plumas‐Sierra Electric Co‐op serves  Plumas, Sierra, Lassen & Washoe Counties Rancho Cucamonga, City of CA Broadband, Electric, Water AT&T; Spec trum No No WIP City Muni Broadband partners with CLEC Onward ‐ Residential & Business Internet. City funded the fiber.

Riverside, City of CA Dark Fiber, Electric, Water AT&T; Spectrum No No Planning Council recently approved agreement with SiFi to buil d FTTP ($300M) ‐ Open Access Model.

San Bruno, City of CA Fiber, Solid Waste, Waste Water, Water AT&T;  San Bruno CityNet  Yes2 Yes Yes2 City‐owned San Bruno CityNet Services is the incumbent cable TV and broadband provider. Former name San Bruno Cable TV.

San Francisco, City of CA Dark Fiber, Wastewater, Wate r AT&T; Xfinity No No No San Leandro, City of CA None AT&T; Xfinity No No No City provides conduit while private partner provides the fiber and services to businesses for "Lit San Leandro".

Santa Clara, City of CA  Dark Fiber, Garbage, Sewer, Wate r AT&T; Xfinity No No No Santa Clara electric utility is called Silic on Valley Power.

Santa Cruz, City of CA Water AT&T; Xfinity No No No 2016: Drop efforts for City and local ISP Curzio Internet to build FTTP under a public‐private partnership agreement branded Santa Cruz Fiber. City is not involved with the limited self‐funded Santa Monica, City of CA Dark Fiber, Resource Recovery, Sewer, Wa ter Spectrum; Frontier No No No Commerical dark fiber and Business I nternet Services.

Shafter, City of CA Fiber, Sewer, Trash, Water Optimum; AT&T Yes No Y es2 Business and residential FTTP ‐ ISPs include Level 3 and Vas t Networks.

Vallejo, City of CA Water AT&T; Xfinity No No No Partnership with CLEC  Onward ‐ Residential and Business Internet.

Vernon, City of CA Fiber, Gas, Electric, Water AT&T; Spectrum Yes Ye s Yes Primarily an industrial community with approx. 1,800 busine sses; population 2020 census: 222

1. Limited to regions/market segments

2. Hybrid instead of just Fiber, for example Fiber Coax

20.a
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Areas where survey respondents
reported AT&T Fiber service
Areas with lowest cost to build and
highest density
Areas with lowest cost to build but
reported AT&T Fiber service
Areas with highest number of deposits
from households
Fiber Zones of Different Scenarios
Attachment A
ID: 14800
Staff: Dave Yuan
Consultant Magellan: John Honker
Highest Speed
(> 1 Gig)
Lowest Speed
(> 100 Meg)
Moderate Speed
(500 Meg)
Citywide Heatmap of Broadband Speed
Attachment B
ID: 14800
Staff: Dave Yuan
Consultant Magellan: John Honker
Best combined areas to build under
phase 1: lowest cost, highest density,
least competition, highest demand
Attachment C
Phase 1 – FTTP Construction MapID: 14800
Staff: Dave Yuan
Consultant Magellan: John Honker

City of Palo Alto (ID # 15036)
City Council Staff Report

Meeting Date: 12/19/2022 Report Type: Action Items

City of Palo Alto Page 1

Title: Review and Adoption of the Policy and Services Committee Recommendations on the Revised Council Procedures and Protocols Handbook
From: City Manager
Lead Department: City Manager

Recommendation
This item will be a late packet report to print on Thursday, December 15, 2022 after the Policy and Services Committee discusses this item and makes a recommendation to the City Council. The report being reviewed by the Policy and Services Committee on December 13, 2022 is on pdf page 9 and onward at the following link:

https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/agendas- minutes/policy-and-services-committee/2022/20221213/20221213ppsr.pdf 21 Packet Pg. 282

City of Palo Alto (ID # 14835)
City Council Staff Report

Meeting Date: 12/19/2022 Report Type: INFORMATION REPORTS

City of Palo Alto Page 1

Title: Informational Report on the Fiscal Year 2022 GreenWaste of Palo Alto Certificate of End Use & Traceability Report and Update on Council Direction Regarding Recyclable Materials
From: City Manager
Lead Department: Public Works

Recommendation
This is an informational report and no Council action is required.

Background
Palo Alto’s recyclable materials are processed at the GreenWaste Materials Recovery Facility in San Jose where they are combined with recyclables from other communities, separated by type, baled, and marketed. The City requires GreenWaste of Palo Alto (GWPA), under the existing collection and processing contract, to report on the disposition of recyclable materials and to gather information on the environmental and social implications associated with the processing of Palo Alto’s recyclable materials. GWPA is to request information regarding the disposition of specific materials from each of their primary purchasers to whom the GreenWaste Materials Recovery Facility (GreenWaste MRF) di rectly sells the recyclable materials and annually report the information to the City. GWPA has previously submitted the Initial Review of Certificate of End Use & Traceability Data for Fiscal Years 20191, 20202, 20213

The information GWPA provided is consistently very limited and restricted due to confidentiality concerns from their vendors. The marketing of recyclable materials is commonly conducted through brokers that orchestrate the processing of materials internationally. Despite its significant efforts and years of trying, GWPA is unable to obtain enough detailed information from the initial brokers on the final destination of materials primarily because the brokers

1 Fiscal Year 2019 Initial Review of Certificate of End Use & Traceability Data, 2019 - https://www.cityofpaloalto.org/files/assets/public/zero-waste/fy-2019-traceability-report_gwpa.pdf 2 Fiscal Year 2020 Initial Review of Certificate of End Use & Traceability Data, 2020 - https://www.cityofpaloalto.org/files/assets/public/zero-waste/fy-2020-traceability-report_gwpa.pdf 3 Fiscal Year 2021 Initial Review of Certificate of End Use & Traceability Data, 2021 - https://www.cityofpaloalto.org/files/assets/public/zero-waste/cmrs/intial-review-of-certificate-of-end-use- traceabilitiy-data-2021.pdf
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consider this market information to be confidential. Therefore, staff does not know with certainty whether the materials sent to international markets are being recycled, or whether they are causing environmental, human health, or social problems once they are shipped overseas.

In May 2021, during discussions on this topic as part of the new solid waste processing contract with GreenWaste Recovery (Staff Report ID # 116324), Council directed staff to:

1. Pursue, with other cities, a greater accounting of GreenWaste’s secondary markets;

2. Direct the City Manager to return with an amendment to a uthorize a quick response to opportunities to utilize domestic mixed paper recycling;

3. Provide GreenWaste reports to the public and City Council on a regular basis;

4. Work with other cities on legislation to spur domestic or in-state recycling; and

5. If GreenW aste is unable to provide additional secondary market accounting, return to Council for consideration of further actions.

Staff provided an update to Council on each of these directives along with the Fiscal Year 2021 Initial Review of Certificate of End Use & Traceability Data, 2021 5 report on January 24, 2022 (Staff Report #13535 6). On May 2, 2022 (Staff Report #14169 7) s taff provided an update specifically on securing domestic market s for mixed paper and mixed rigid plastics and regional discussions on the international shipments, and on June 6, 2022 (Staff Report #14464 8) staff proposed, and Council directed, that staff negotiate a contract amendment with GWPA to provide domestic processing and management of mixed paper and mixed rigid plastic materials.

Discussion
GWPA 2022 Certificate of End Use & Traceability Data Report GWPA’s Fiscal Year 2022 report titled “ Initial Review of Certificate of End Use & Traceability Data, 2022 9” summarizes the traceability data and online review of information relati ve to

4 City Council, May 24, 2021; Agenda item #7; CMR #11632 https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/reports/city-manager-reports- cmrs/2021/id-11632.pdf
5 Fiscal Year 2021 Initial Review of Certificate of End Use & Traceability Data, 2021 - https://www.cityofpaloalto.org/files/assets/public/zero-waste/cmrs/intial-review-of-certificate-of-end-use- traceabilitiy-data-2021.pdf
6 City Council, January 24, 2022; Agenda item #14; CMR #13535 https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/agendas-minutes/city-council- agendas-minutes/2022/20220124/20220124pccsm-amended-linked-cq-added.pdf#page=421 7 City Council, May 02, 2022; Agenda item #16; CMR #14169 https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/reports/city-manager-reports- cmrs/2022/id.-14169-informational-report-on-international-shipments-of-palo-altos-recyclable-materials.pdf 8 City Council, June 06, 2022; Agenda item #9; CMR #14464 https://www.cityofpaloalto.org/files/assets/public/agendas -minutes-reports/reports/city-manager-reports- cmrs/2022/id.-14464-recyclables-processing-in-the-us-instead-of-internationally.pdf 9 Fiscal Year 2022 Initial Review of Certificate of End Use & Traceability Data, 2022 - https://www.cityofpaloalto.org/files/assets/public/zero-waste/cmrs/2022-traceability-report_gwpa_final.pdf 22 Packet Pg. 284

City of Palo Alto Page 3

sustainability and international markets. This report highlights challenges with commodities markets, GreenWaste’s goal to seek domestic processing, the result of the new mixed paper composting pilot in collaboration with the City , the pilot on track ing plastics sent to a plastic processor in Southern California, and provides updates on the pursuit of other advanced processing technologies for recyclable materials. This report also includes the supplementary marketing, processing, and disposal informa tion from GreenWaste’s primary purchasers and summarizes the recyclable materials tonnages by commodity types, the spread of domestic vs. export markets, and the location of secondary processing.

The GWPA report does not explain which shipments go to whi ch facilities in international countries and therefore, it is not possible to definitively determine whether the materials being exported internationally are being recycled properly or whether they may be causing environmental or social problems. In Fiscal Year 2022, approximately 16,000 tons of recyclable materials were processed from Palo Alto with approximately 42 percent staying in the United States and approximately 58 percent being exported internationally to Mexico, Southeast Asia, China, Korea, India, Pakistan, Costa Rica, Brazil, and other countries. These percentages flipped when the three-month pilot beg an in April 2022, with approximately 62 percent of materials staying in the United States and approximately 38 percent being exported internationally.

Update on Council’s Direction
Staff developed a n action plan to address Council’s direction including to connect and collaborate with other jurisdictions and entities to determine final disposition of their recyclable materials and to determine sup port and interests to create legislation requiring marketers, brokers, and businesses in the recycling industry to disclose the entire flow of materials to final disposition. Below is an update to each component of Council’s direction:

1. Communication with other cities
Palo Alto and San Jose are co -hosting virtual forums on the international shipments of recyclables. They were held on March 16, 2022, June 15, 2022, and November 16, 2022.

They were attended by approximately 40 local government staff mostly fr om cities and counties in Santa Clara County and Alameda County , as well as h aulers and processors of recyclable materials. The successful discussion included the sharing of information and ideas on actions that can be taken to increase transparency on the processing of recyclable materials, the options for creating standardized accepted materials for recycling, the potential to improve and expand domestic markets for recyclable materials, and the experiences of processors on marketing and tracking recyclable materials. These forums respond to the direction from Council to coordinate with other cities on this topic. Staff is evaluating whether hosting future forums will be beneficial in regional communication while also fulfilling direction #4 , listed above . Staff is also exploring an opportunity to work closer with Alameda County , which is also pursuing tracking recyclables markets.

2. Amendment for a quick response to domestic processing opportunities 22 Packet Pg. 285

City of Palo Alto Page 4

In June 2022, Council directed staff to bring an amendmen t to the GWPA contract to allow for a quick response to handling mixed paper domestically (Staff Report 14464 10).

Staff completed negotiation s with GWPA to amend the collection and processing contract to include the details of the domestic recycling of mixed paper (MP) and mixed rigid plastics (MRP) program, which allows staff to approve and direct GWPA to market MP and MRP within the U.S. at an annual not to exceed amount. Staff Report 14834 , scheduled to be reviewed by the Council on December 12, 2022, recommends that Council approve the amendment and the additional funding needs in FY 2023.

3. Provide GreenWaste reports
This information report includes the 2022 Certificate of End Use and Traceability report from GWPA and previous reports.

4. Legislation to spur domestic or in-state recycling
Staff is communicating with local legislators to determine the feasibility of developing policies requiring a system to ensure that recyclable materials can be tracked to disclose the entire flow of materials to final disposi tion; to create a third -party certification process to verify that recyclables intended to be recycled are actually recycled; and to keep recyclables within the United States where laws and regulations can protect the environment and human health. City staff and staff from State Senator Becker’s office plan to continue the discussion of possible legislative solutions in fall 2022. Staff continues to have similar discussions with other entities including the Statewide Commission on Recycling Markets and Curb side Recycling, CalRecycle, and the National Stewardship Action Council in hopes of creating legislation to better track where recyclables end up and how they are managed.

5. Additional secondary market accounting
In August 2022, Staff began working with a consultant to research and summarize current recycling market structures and logistics with the intention to improve oversight and transparency into the marketing, handling, and processing of recyclable materials recovered from the City’s collections. This analysis is being conducted and an update on the progress will be provided in a future staff report.

Resource Impact
This informational report does not have a direct resource impact at this time; however, some of the options staff is exploring may require additional funding within the Refuse Fund Operating Budget for increased future expenses.

Stakeholder Engagement
The current stakeholder engagement includes conducting virtual forums with other cities and

10 City Council, June 06, 2022; Agenda item #9; CMR #14464 https://www.cityofpaloalto.org/files/assets/public/agendas -minutes-reports/reports/city-manager-reports- cmrs/2022/id.-14464-recyclables-processing-in-the-us-instead-of-internationally.pdf 22 Packet Pg. 286

City of Palo Alto Page 5

jurisdictions focusing on increasing the knowled ge of the environmental and social issues that international shipping of recyclables may be causing, sharing information as well as exploring solutions.

Environmental Review
This item is presented only for Council’s information and therefore it is not a project subject to environmental review by the California Environmental Quality Act (CEQA).

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City of Palo Alto (ID # 14836)
City Council Staff Report

Meeting Date: 12/19/2022 Report Type: INFORMATION REPORTS

City of Palo Alto Page 1

Title: Update on the Fiscal Year 2022 Implementation of the Deconstruction and Construction Materials Management Ordinance (Ordinance 5472/ Palo Alto Municipal Code Title 5, Chapter 5.24)
From: City Manager
Lead Department: Public Works

Recommendation
This is an informational report only and no Council action is required.

Background
In August 2018, Council accepted the 2018 Zero Waste Plan 1. The plan contained 48 initiatives to help the City meet its sustainability and climate action goals , including salvage and diversion of deconstruction and construction materials . In June 2019, Council approved the Deconstruction and Construction Materials Management Ordinance 2 (Deconstruction Ordinance, Ordinance 5472 / PAMC Title 5, Chapter 5.24 ,) with the effective date of July 1, 2020. The ordinance aligns with the 2018 Zero Waste Plan and implements key provisions including
• Initiative #1, Require Deconstruction and Source Separation of Construction Materials; • Initiative #2, Direct Mixed Construction Materials to High Diversion Construction Materials Recycling Facilities; and
• Initiative #4, Construction Project Recycling Technical Assistance.

In addition, implementing and expanding the Deconstruction Ordinance is a key action identified in the Sustainability and Climate Action Plan Goals and Key Actions accepted by Council in October 20223.

1 2018 Zero Waste Plan https://www.cityofpaloalto.org/files/assets/public/zero-waste/zero-waste-website- files/2018-zero-waste-plan.pdf
2 City Council, June 10, 2019; Agenda Item #10; CMR #10148 https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/reports/city-manager-reports- cmrs/year-archive/2019/10148.pdf
3 City Council, September 27, 2022; Agenda Item #10; CMR #14606 https://www.cityofpaloalto.org/files/assets/public/agendas -minutes-reports/reports/city-manager-reports- cmrs/2022/id.-14606-scap-update-reach-code-changes-and-advanced-hpwh-program.pdf 23 Packet Pg. 288

City of Palo Alto Page 2

The Deconstruction Ordinance applies to all residential and commercial projects undergoing a whole structure demolition and requiring a deconstruction permit on or after Jul y 1, 2020. The objectives of the ordinance are to 1) increase salvage/reuse to the highest extent possible and 2) increase the amount and quality of recyclable materials for all construction and demolition projects, beginning with whole structure deconstruction projects.

Palo Alto’s Deconstruction Ordinance is the first of its kind in the United States that covers all commercial and residential projects undergoing whole structure removal regardless of the age of the buildings. Although some deconstruction projects were occurring voluntarily in the City prior to the ordinance, the requirements and process were new to most permit applicants and contractors and, consequently, require contractors to learn the new process. During the development of the ordinanc e, staff estimated based on historical data that it would affect approximately 114 projects annually (100 residential and 14 commercial). Outreach and education were developed explaining the ordinance requirements and resources were made available and sent to stakeholders prior to the ordinance’s July 1, 2020 effective date.

Discussion
Staff continues to conduct outreach and educate homeowners, general contractors, and architects when building permit applications are submitted to provide information on the newly enacted ordinance requirements. Staff proactively schedules video conference calls to explain the ordinance and answer questions from the applicants and their contractors. When the deconstruction permits are issued, staff reaches out again to meet the general contractors and subcontractors hired for deconstruction onsite to review the requirements, walk through the property together, and ensure expectations are communicated. During deconstruction, staff inspects each project site multiple times to document progress, reiterates requirements for source separation and hauling of single stream materials, and address es any concerns observed.

In Fiscal Year 2022, the City’s Development Center received 74 building permit applications for projects that in volved whole structure demolition (74 residential and 0 commercial) covered under the Deconstruction Ordinance , compared to 44 permit applications in Fiscal Year 2021 (41 residential and 3 commercial) . As summarized in Graph 1, of the total building permit applications in Fiscal Year 2022, the City issued 60 deconstruction permits (59 residential and 1 commercial), and 57 buildings were removed (55 residential and 2 commercial). This is an increase from Fiscal Year 2021 when the City issued 18 deconstructio n permits and 16 buildings were removed (15 residential and 1 commercial). Staff expects the number of building permit applications to continue to increase in Fiscal Year 2023 while the economy and the development industry continue to slowly recover from t he COVID -19 pandemic, which postponed some projects. Additionally, it is expected that some permit applications received in Fiscal Year 2022 will have permits issued in Fiscal Year 2023.

Graph 1: Fiscal Year 2022 Deconstruction Permit Application and Project Status

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Table 1 below summarizes the tonnages generated from 32 residential projects that completed permit documentation, and had the whole structures removed. The tonnages of materials were documented in the Green Halo Systems, a waste management tracking tool for development projects required by the Planning and Development Service s Department. Graph 2 provides a visual of the percentage of material categories from these projects. In summary, the salvaged materials recovered for reuse (mostly lumb er, cabinets, doors, and windows) accounted for seven percent of the materials from the 32 complete residential projects, and only eight percent (8%) of the materials were landfilled. Examples of materials landfilled included insulation and painted wood. M aterials recovered for recycling included clean wood debris and drywall aside from concrete. This is an increase from Fiscal Year 2021, when there were 15 complete residential projects creating approximately 1,582 tons of materials with 3 percent (3%) salvaged for reuse.

Table 1: Fiscal Year 2022 Residential Deconstruction Tonnage

Tonnage Percentage (%)
Salvaged for Reuse 238 7%
Recycled 795 23%
Concrete Recycled 2,168 62%
Landfilled 274 8%
Total 3,475

Graph 2: Fiscal Year 2022 Residential Deconstruction Tonnage Percentages 23 Packet Pg. 290

City of Palo Alto Page 4

Staff emphasizes continuous communication, outreach, and education with the stakeholders involved in each covered project. Staff also performs oversight and documents and addresses instances of noncompliance. The most common form of noncompliance is improper sorting of waste into single material type. Staff will continue to emphasize better onsite source separation for all active and upcoming deconstruction projects in Fiscal Year 2023.

Staff will continue to implement requirements, monitor qualifying projects and will explore how to potentially expand the Deconstruction Ordinance to include more projects through a future Council action. Due to the lack of reuse and salvage infrastructure, staff began working on expanding the list of approved reuse organizations to encourage reuse and salvage, as well as collaborating with San Francisco and other Bay Area jurisdictions to research the potential for reuse market development.

Resource Impact
The primary resource impact is staff time for project site visits, documentation, and communication with stakeholders including virtual meetings and onsite meetings with project owners and contractors . Staff spends approximately 9 staff hours for each project. Staff also spends time and resources on collaboration across different City departments and with industry representatives. In Fiscal Year 2022, this effort totaled approximately 0.4 full time equivalents of staff time or 832 hours annually.

Stakeholder Engagement
Outreach and educa tion were conducted during Fiscal Year s 2021 and 2022 as the Deconstruction Ordinance was implemented and included communicating directly with stakeholders with upcoming and active deconstruction projects. Staff is also involved in regional and statewide e fforts via working groups that focus on deconstruction, reuse, market development, and construction, demolition, and deconstruction debris management. 23 Packet Pg. 291

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Environmental Review
This report is for informational purposes only with no action required by the Council. 23 Packet Pg. 292

City of Palo Alto (ID # 14996)
City Council Staff Report

Meeting Date: 12/19/2022 Report Type: Informational Report

City of Palo Alto Page 1

Title: Palo Alto Fire Department Annual Performance Report for Fiscal Year 2022
From: City Manager
Lead Department: Fire

Recommendation
Staff recommends the City Council review the Palo Alto Fire Department Annual Performance Report for Fiscal Year 2022.

Background and Discussion
Beginning this year, the Fire Department will be submitting an Annual Performance Report in lieu of the semi-annual performance reports.

The new Annual Report includes important performance measures from the previous report for mat and provides additional medical call information, with more detail on special programs, specific incidents, and personnel.

Attachments:
• Attachment24.a: Palo Alto Fire Department Annual Annual Report FY2022 24 Packet Pg. 293

Palo Alto Fire
Department
Annual Report
FISCAL YEAR 2022

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Chief’s Message

My name is Geo Blackshire, and I am the Fire Chief in Palo Alto. In my 25 years of service to the Palo Alto community, I am prouder than I have ever been of the firefighters and administrative staff that have worked tirelessly through the pandemic, ensuring the quality of service to our community is uninterrupted.

As an organization, we provide the community of Palo Alto with professionalism and care, ensuring the safety of those we serve. This annual report will show us how we performed in Fiscal Year 2022.

Some of the highlights included in this report are the following:
• Call volume increased from FY2021 by 16%
• The Department responded to a total of 8,334 calls for service in FY2022
• ROSC is the resumption of sustained perfusing cardiac activity associated with significant respiratory effort after cardiac arrest The Palo Alto Fire Department’s ROSC rate is 36%, much higher than the California State average of 25%
• The PAFD Mobile Vaccination Team vaccinated 95 residents who could not get transportation to a clinic
• Thirteen new firefighters joined the Palo Alto Fire Department and successfully graduated a Fire Academy

We always strive to meet our performance standards in emergency response and prevention. We also aim to prioritize safety, diversity, equity, and firefighter wellness to foster a healthy department and serve this community with compassion and pride.

Take Care,

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Service Area
The Palo Alto Fire Department serves an area of approximately 38.7 square miles including 12.8 square miles of Stanford University Campus. Stanford University contracts with the PAFD to provide fire response to campus and the surrounding area.

There are a total of seven Fire Stations placed throughout the City and Stanford. All are staffed 24/7, with the exception of Fire Station 8 in the Palo Alto Nature Preserve which is staffed seasonally.

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Calls for Service

In Fiscal Year 2022, the Palo Alto Fire Department responded to a total of 8,334 calls for service. Most of these calls are medical in nature.

Rescue and Emergency Medical Incidents (63%): Most
emergencies have to do with health and medical needs.

These calls include heart attacks, strokes, injuries and other emergency medical situations, motor vehicle
accidents, and any auto extrication or rescues.

Good Intent Calls (14%): Good Intent calls capture
incidents where there could have been an emergency,
but it turned out to be Non-emergent or nothing at all.

For example, someone could smell smoke and call 9-1-
1, but after firefighters arrive and investigate, they find that the odor was from burnt popcorn down the hall.

False Alarms and False Calls (12%): These are primarily alarms that are automatically triggered during construction or other non-emergency causes such as steam from a shower, dust, insects, or cooking.

This category also covers situations where someone purposely triggered a fire alarm or made an intentionally false report.

Rescue and EMS
Incidents
63%
Good Intent Calls
14%
False Alarm and
False Calls
12%
Service Call
8%
Fires
2%
HazMat and Others
1%
FY22 CALLS FOR SERVICE

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Service Calls (8%): These calls are for situations where the department is providing a service, but it’s not an
emergency. This can include clean up calls for smoke,
water or other hazards; assisting with falls in the home; people trapped in an elevator or elevator overrides.

Fires (2%): This covers any type of fire, where smoke and flames are present. This includes small dumpster fires, residential fires, or wildfires. There were 117 fires this fiscal year, and although it makes up a small proportion of the overall incidents that the department responds to, they are the most time consuming and resource intensive. Large fires typically require all the resources in the City, including automatic aid from neighboring fire departments.

Hazardous Materials and Others (1%): Most of these are
utilities related, such as a natural gas leak, wiring problem, powerlines down, but it also includes gasoline, diesel or oil spills, chemical releases or other biological hazards.

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Response Times
The time it takes from the 9-1-1 call to the time a Fire Crew arrives on scene is the primary measurement of performance for Emergency Response Service. The standard is to arrive within 8 minutes 90% of the time, and for EMS calls, to have a paramedic arrive within 12 minutes.

EMS
Percent of first responder arriving on scene to EMS calls within 8 minutes

95.1%
Percent of paramedic responder arriving on scene to EMS calls within 12 minutes

99.9%
Average response time for first responder arriving on scene to EMS calls
04:58
Fire
Percent of first responder arriving on scene to Fire calls within 8 minutes

88.5%
Average response time for first responder arriving on scene to Fire calls
05:44
HazMat
Average response time for first responder arriving on scene to Rescue & Hazardous Materials calls
06:47

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Map of Call Locations

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Mutual Aid
The Palo Alto Fire Department provides emergency response to neighboring jurisdictions in the case of large-scale events, or to our direct neighbors when their own resources are depleted. The Department receives the same benefit from these Fire Departments which are outlined in Mutual Aid Agreements.

Mutual Aid Provided FY22
Agency

Santa Clara County Fire 96
Mountain View Fire 45
San Mateo County Fire 1
San Mateo Consolidated 1
All Fire Mutual and Auto Aid Provided 143

Mutual Aid Received FY22
Agency

Mountain View Fire 63
Menlo Park Fire 23
Santa Clara County Fire 20
Woodside Fire 3
All Fire Mutual and Auto Aid Provided 109

Santa Clara County Ambulance 397

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Medical Services and Programs

Cardiac Arrests
There were a total of 68 Full Cardiac Arrest
incidents in Fiscal Year 2022. Our Fire Crews are
trained multiple times each year on High
Performance Cardio-Pulmonary Resuscitation
Techniques (HPCPR). This County standard requires
a team of 5 people, with specific roles for all
personnel on scene. Each Firefighter performs
HPCPR for no more than two minutes before
another member of the team takes over for the
compression quality to remain consistent.

Of the 53 Cardiac Arrest Patients when High Performance CPR was performed, 19 gained return of spontaneous circulation (ROSC). ROSC is the resumption of sustained perfusing cardiac activity associated with significant respiratory effort after cardiac arrest. The Palo Alto Fire Department’s ROSC rate is 36%, which is much higher than the California State average of 25%.

Return of Spontaneous Circulation (ROSC)
HPCPR Performed 53
Number of Patients with ROSC 19
PAFD ROSC Rate 36%
CA State Average 25%

13 15 40
0 10 20 30 40 50 60 70 80
Cardiac Arrest Patients FY22
No CPR Performed, Patient Dead on Scene CPR Performed, Patient Dead on Scene CPR Performed

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COVID Calls
The Department continues to track COVID related calls and follow up on COVID status of the patients.

The number of positive patients increased in early 2022 and we continue to see higher numbers of COVID positive patients.

All PAFD Staff are trained on proper COVID safety protocols and wears complete Personal Protective Equipment when interacting with potentially COVID positive patients.

Mobile Vaccination Clinic
Many residents that are the most at risk for the
dangerous impacts of COVID are those that have the
most challenges traveling to obtain a vaccine. In order to help protect those most vulnerable residents in our
community the Palo Alto Fire Department partnered
with Santa Clara County to provide a mobile vaccination clinic.

The PAFD Mobile Vaccination team included 5
Paramedic Firefighters trained to give COVID vaccines.

The team successfully vaccinated 95 residents during
the year, including boosters once available.

0 5
10 15
20 25
30 35
Mar
June
July
Aug
Sept
Oct
Nov
Dec
Jan
Feb
Mar
Apr
May
July
Aug
Sept
Oct
Nov
Dec
Jan
Feb
Mar
Apr
May
June
July
Aug
2020 2021 2022
COVID Positive Patients

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Palo Alto FireMed Program Launch
The Department launched a new savings program for ambulance transport services, called Palo Alto FireMed. Even with medical insurance, an emergency ambulance ride can cost between $250-700. The Palo Alto FireMed Program for residents and businesses makes sure participants are not stuck with a bill during an emergency. Palo Alto FireMed is convenient and cost-effective, covering unlimited ambulance rides per household for a low cost of $8 per month, which is only $96 a year. The Department has enrolled over 100 residents in this program, with some of them already saving money. If you’re interested in enrolling check out the Palo Alto FireMed Program Website at cityofpaloalto.org/firemed.

Fire Prevention
The Fire Prevention team ensures that all life and safety codes are being accurately implemented with new construction, remodeling projects, and commercial development. The team also conducts annual building and hazardous materials safety inspections.

California state requires annual inspections on certain public buildings with high capacities, such as schools, hospitals, research facilities, places of worship, entertainment centers, etc. These are tracked and reported to the State annually. In 2021, due to staffing shortages only 74% of required buildings were inspected.

Hazardous Materials Inspections
Number of HazMat Facilities 950
HazMat Inspections for FY22 194

The total number of facilities in Palo Alto that store hazardous materials continues to grow each year.

The Fire Code requires that these facilities adhere to strict safety measures, and requires an annual inspection. These are tracked and inspected annually, and in FY22 due to staffing shortages only 20% of facilities were inspected. In FY23, Fire Prevention is
adding two additional Fire Inspectors to address this
backlog and improve the rate of inspection in our
City.

State Mandated Building Inspections
Number of Buildings 532
HazMat Inspections for CY2021 395

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Veterans Affairs Incident
In May of 2021 a diesel fuel spill from the Veterans Affairs Palo Alto Health Care System flowed into Matadero Creek. The Department oversaw all aspects of the incident including mitigation and code enforcement, action plan approvals, decontamination, containment, testing and monitoring over the year. Throughout the incident, the Palo Alto Fire Department Hazmat Team worked as a cohesive unit with the VA Palo Alto Health Care System, City of Palo Alto Stormwater staff, California Department of Fish and Wildlife, the San Francisco Regional Water Board, the Santa Clara Valley Water District and third-party remediation experts and environmental scientists.

As of late February 2022 the site was
successfully remediated prior to the
commencement of the rainy season, with
no observable ecosystem impact, ending
the largest hazardous material release to
surface waters that City staff have ever
managed. Representatives from regulatory
agencies continue to meet at a reduced
frequency to continue observations and
communication throughout the rainy
season, and to close out the last portion of
the remediation effort.

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The People of the Palo Alto Fire Department
The 107 people that make up the Department serve the community with a great deal of pride and an attitude of excellence. The Department has 83 operations staff that are the firefighters, apparatus operators and fire captains that work in the stations and provide the direct services to the community.

In the Fire Prevention Bureau, there are 8 Fire Inspectors and Managers to ensure buildings and facilities are up to code and adhere to all new laws to prevent the instance of fires and reduce the impact of fires if they occur. The remaining 16 employees make up Fire Administration and include executive managers and support staff.

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New Recruits
It can take more than a year from the time a job announcement is posted before an Entry Level Firefighter begins work on a Fire Engine or Ambulance. Candidates complete a rigorous selection process including a physical fitness exam, mental health screening, and background check. Once a candidate is hired, they complete an intensive 21-week joint fire academy.

In Fiscal Year 2022, the Fire Department experienced an unusual amount of turn-over with retirements and current employees taking competing job offers. The Department hired 6 new firefighters in December of 2021.

All 6 had already completed their Firefighter 1 Certification and were fast-tracked into an 8 week in- house academy. One candidate left for another agency during the academy, and one did not pass the academy. These four below remain with the Department as Firefighters.

In April of 2022, the Department hired 10 new Firefighters. Half of the group was fast-tracked to a shorter in-house academy having completed their Firefighter 1 Certification, and the other five successfully completed a 21 week joint fire academy. All 10 new Firefighters graduated in July, and one has since left the department leaving these nine still working as Firefighters.

Chad Glaser
Hometown: Bakersfield,
CA
Hobbies: Anything
outdoors, backpacking,
traveling.

Maryann Holliday-
Rutledge
Hometown: San Francisco,
CA
Hobbies: Trail running, SF
Giants
Niko Fortino
Hometown: Gilroy, CA
Hobbies: Football, MMA,
weightlifting, hiking, camping,
snowboarding.

Daniel Jensen
Hometown: San Lorenzo, CA
Hobbies: Baseball, mountain
biking, fishing, and camping.

Audrey Romo
Hometown: Tracy, CA
Hobbies: Drawing, painting,
roller-skating.

Eric Yousef
Hometown: San Mateo, CA
Hobbies: Concerts, rooting for
all the SF sports teams,
remodeling his house.

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Patrick Joyner
Hometown: Ventura
County, CA
Hobbies: Reading,
spending time with
friends and family,
learning anything new.

Kevin Kazzaz
Hometown: Germany
Hobbies: Working on
cars/motorcycles, playing
sports.

Mike Little
Hometown: San Bruno,
CA
Hobbies: Outdoors,
fitness, dirt biking,
motocross.

Marc Muzzi Jr.

Hometown: Sunnyvale, CA
Hobbies: Soccer, camping,
rock climbing, hiking,
mountain biking,
snowboarding.

Franky Palmer
Hometown: San Jose, CA
Hobbies: Working out,
hiking, playing/watching
sports.

Hailey Scola
Hometown: Saratoga, CA
Hobbies: Crossfit, running,
hiking, horseback riding.

Danny Villicana
Hometown: Salinas, CA
Hobbies: Soccer, music,
surfing, traveling

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Promotions
Mark Muzzi, Battalion Chief

Retirements
Marcus Arana
Fire Captain
22 Years of Service

Charles Ferry
Fire Captain
23 Years of Service

Manny Macias
Firefighter
28 Years of Service

John Parks
Fire Inspector
24 Years of Service

Jorge Salazar
Apparatus Operator
23 Years of Service

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City of Palo Alto (ID # 14958)
City Council Staff Report

Meeting Date: 12/19/2022 Report Type: INFORMATION REPORTS

City of Palo Alto Page 1

Title: Property Agreements Entered into by City Manager Under Palo Alto Municipal Code Section 2.30.210(h), and Reported Per Section Code

2.30.710 Fiscal Year 2022
From: City Manager
Lead Department: Administrative Services

This is an informational report and no Council action is required.

DISCUSSION
Pursuant to Palo Alto Municipal Code (PAMC) Section 2.30.210 (h) , t he City Manager may award and sign contracts t o rent, lease, or license city real property to other parties regardless of the price for a term not exceeding three years. Additionally, the City Manager may enter into and sign contracts for the rental, lease or licensing of real property at the Cubberle y Community Center for terms of up to five years. Attachment A was prepared pursuant to PAMC Section 2.30.710 and reports to the Council of all leases, licenses, and rentals of city real property with third parties, approved by the City Manager during fiscal year (FY) 2022. The report excludes agreements approved by the City Council. Total revenue for FY 2022 from agreements authorized by the City Manager during the fiscal year totaled $82,523. The City also forgave $82,069 in rent through the Council approved rent forgiveness program 1, as shown in Attachment B.

ENVIRONMENTAL IMPACT
This item is not a project as defined by the California Environmental Quality Act (CEQA) because the report is for informational purposes only with no action required by the Council. CEQA Guidelines section 15378.

Attachments:
• Attachment25.a: Attachment A: FY 2022 List of Lease Agreements • Attachment25.b: Attachment B: FY 2022 List of Rents Forgiven

1 City Council 6/7/2021, CMR #12234, https://www.cityofpaloalto.org/files/assets/public/agendas-minutes- reports/reports/city-manager-reports-cmrs/year-archive/2021/id-12234.pdf 25 Packet Pg. 310
Number Property  Address Property/Space  Type Square  Footage Tenant Expiration Monthly Total  FY Rent Date  Executed 1 1237 San Antonio LATP                  9,000  Pacific Gas and Electric Company 12/31/2021  $      7,650.00   $                        30,600.00  9/2/2021 2 250 Hamilton Ave City Hall                       16  San Mateo Credit Union 9/9/2024  $         100.00   $                          1,000.00  9/10/2021 3 1925 Embarcadero Palo  Alto Airport                     530  Stanford Flying Club Month to Month  $      2,248.50   $                        21,435.70  9/15/2021 4 4000 Middlefield Road Cubberley  Artist Studio                     480  Fei Guan 2/28/2022  $         475.20   $                          1,900.80  10/19/2021 5 4000 Middlefield Road Cubberley  Artist Studio                     360  Perry Meigs 2/28/2022  $         356.40   $                          1,425.60  10/19/2021 6 4000 Middlefield Road Cubberley  Artist Studio                     360  Kiana Honarmand 2/28/2022  $         399.60   $                          1,598.40  10/19/2021 7 4000 Middlefield Road Cubberley  Artist Studio                     480  Martha Sakellariou 9/30/2022  $         475.20   $                          3,801.60  11/1/2021 8 1237 San Antonio LATP 50,530               Greenwaste 12/31/2022 ‐$                 ‐ $                                     1/13/2022 9 4000 Middlefield Road Cubberley  Artist Studio 480                     Raymond Ortiz 7/31/2022 1.00 $               5.00$                                   2/3/2022 10 4000 Middlefield Road Cubberley Community Center 3,000                 AbilityPath Month  to Month 2,265.33$       6,795.99$                           3/30/2022 11 2000 Geng Road LATP 3,500                 Ranger Pipelines, Inc. 10/31/2023 2,975.00 $       8,627.50$                           4/4/2022 12 1900 Embarcadero Road Palo  Alto Airport 1,232                  Austro Aircraft LLC 6/30/2022 3,119.15 $       5,332.74$                           5/10/2022 13 1901 Embarcadero Road Palo  Alto Airport 9,990                  West Valley Aircraft Services, Inc. 6/30/2025 21,669.58 $     FY 2023 Commencement 6/23/2022 14 1903 Embarcadero Road Palo  Alto Airport 14,720                Rossi Aircraft Inc. 6/30/2025 14,943.00 $     FY 2023 Commencement 6/23/2022 15 1901 Embarcadero Road Palo  Alto Airport 530                     Stanford Flying Club 6/30/2025 2,402.00 $       FY 2023 Commencement 6/29/2022 16 1901 Embarcadero Road Palo  Alto Airport 8,070                  West Valley Aircraft Services Inc. 6/30/2025 21,669.58 $     FY 2023 Commencement 6/30/2022 17 1903 Embarcadero Road Palo  Alto Airport 15,160                Advantage Aviation 6/30/2025 31,352.00 $     FY 2023 Commencement 6/30/2022 Total 82,523.33 $
CITY OF PALO ALTO
ADMINISTRATIVE SERVICES DEPARTMENT/REAL ESTATE DIVISION FY 2022 Annual Report – Agreements Entered Into
By City Manager Under PAMC Section 2.30.210 (h)

25.a
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Number Property  Address Property/Space  Type Tenant Total  Rent Forgiven Date  Executed 1 4000 Middlefield Road Cubberley  Artist Studio Conrad  Johnson  $                1,686.96  1/3/2022 2 4000 Middlefield Road Cubberley  Artist Studio Sahba  Shere  $                1,188.00  1/3/2022 3 4000 Middlefield Road Cubberley  Artist Studio Tara  De La Garza 1,598.40 $                 1/3/2022 4 4000 Middlefield Road Cubberley  Artist Studio Elizabeth  Bennett 1,998.00 $                 1/3/2022 5 4000 Middlefield Road Cubberley  Artist Studio Robin  Mullery 1,158.30 $                 1/3/2022 6 4000 Middlefield Road Cubberley  Artist Studio Darryl  Dieckman 1,298.70 $                 1/3/2022 7 4000 Middlefield Road Cubberley Community Center Hua Kuang Chinese Reading Room 3,098.97$                 1/3/2022 8 4000 Middlefield Road Cubberley  Artist Studio T.W.  Five 2,530.80 $                 1/3/2022 9 4000 Middlefield Road Cubberley  Artist Studio Ernest  Regua 1,198.80 $                 1/3/2022 10 4000 Middlefield Road Cubberley  Artist Studio Servane  Briand 1,291.95 $                 1/3/2022 11 4000 Middlefield Road Cubberley  Artist Studio Paloma  Lucas 1,448.55 $                 1/4/2022 12 4000 Middlefield Road Cubberley  Artist Studio Pantea  Karimi 1,431.90 $                 1/4/2022 13 4000 Middlefield Road Cubberley  Artist Studio Daniele  Archambault 1,425.60 $                 1/5/2022 14 4000 Middlefield Road Cubberley  Artist Studio Harumo  Sato 1,198.80 $                 1/5/2022 15 4000 Middlefield Road Cubberley  Artist Studio Martha  Sakellariou 1,425.60 $                 1/10/2022 16 4000 Middlefield Road Cubberley  Artist Studio Jennifer  Gonsalves 2,138.40 $                 1/10/2022 17 4000 Middlefield Road Cubberley  Artist Studio Patrick  Fenton 2,138.40 $                 1/10/2022 18 4000 Middlefield Road Cubberley  Artist Studio Chandrika  Marla 1,198.80 $                 1/16/2022 19 4000 Middlefield Road Cubberley  Artist Studio Malte  Renz 1,069.20 $                 1/18/2022 20 4000 Middlefield Road Cubberley Community Center Acme Education 50,000.00 $               1/20/2022 21 4000 Middlefield Road Cubberley  Artist Studio Rachelle  Doorley 1,544.40 $                 1/20/2022 Total 82,068.53 $
CITY OF PALO ALTO
ADMINISTRATIVE SERVICES DEPARTMENT/REAL ESTATE DIVISION FY 2022 Annual Report – Rent Forgiveness Agreements Entered Into By City Manager Under PAMC Section 2.30.210 (h)

25.b
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City of Palo Alto (ID # 15032)
City Council Staff Report

Meeting Date: 12/19/2022 Report Type: INFORMATION REPORTS

City of Palo Alto Page 1

Title: Surveillance Technology Report for Fiscal Years 2021 and 2022 From: City Manager
Lead Department: City Manager

Recommendation
This is an informational report about the City’s use of surveillance technology in Palo Alto through Fiscal Year 2022, and no City Council action is required.

Background
In September 2018, Council adopted the Surveillance and Privacy Protection Ordinance establishing criteria and procedures for protection of personal privacy when considering the acquisition and use of surveillance technologies by the City1. Codified in the Municipal Code at Chapter 2.3, Part 6A, the ordinance also outlines ongoing monitoring and annual reporting of such technologies. Annual reporting should include the following information:

1. A description of how each Council-approved surveillance technology was used, including whether it captured images, sound, or information regarding members of the public who are not suspected of engaging in unlawful conduct;

2. Whether and how often data acquired through the use of the surveillance technology was shared with outside entities, the name of any recipient entity, the types of data disclosed, and the reason for the disclosure;

3. A summary of any community complaints or concerns about the surveillance technology;

4. Non-privileged and non- confidential information regarding the results of any internal audits, information about violations of the surveillance use policy, and any actions taken in response;

5. Whether the surveillance technology has been effective at achieving its identified purpose;

1 City Council 9/10/2018, CMR #8834, https://www.cityofpaloalto.org/files/assets/public/agendas -minutes- reports/reports/city-manager-reports-cmrs/year-archive/2018/8834.pdf?t=63216.52 26 Packet Pg. 313

City of Palo Alto Page 2

6. The number and nature of Public Records Act requests relating to the surveillance technology;

7. Annual costs for the surveillance technology and for compliance with this surveillance and privacy protection ordinance, including personnel and other ongoing costs, and sources of funding; and

8. Other relevant information as determined by the City Manager.

This report covers fiscal years 2021 and 2022.

Discussion
Pursuant to the approved ordinance, the following departmental activities are summarized in the body of this report.

POLICE
eCitation devices. On March 14, 2022, Council approved the acquisition of handheld electronic citation devices with Optical Character Recognition (OCR) technology for the purposes of traffic violation enforcement by police officers2. When in use, the cameras capture license plate images that are processed through OCR analysis to call up the vehicle make, and model information used to issue citation violations. The technology improves accuracy of information as well as eliminating the need for manual entry into the Records Management System (RMS).

Acquired using COPS grant funding, the contract cost is $78,826. The devices are currently not in operation but are referenced in this report since they were acquired during the reporting period. Implementation of eCitation devices in the field are targeted for 2023.

PUBLIC WORKS
California Ave Parking Garage and Highway 101 Pedestrian/bicycle Bridge Construction Web Cameras. In September 2020, Council approved the purchase of construction cameras for use at the California Parking Garage and Highway 101 pedestrian/bicycle overpass construction projects3. The purpose of the webcams was to document day-to-day construction progress of the garage and overpass projects. However, the cameras also had the potential to capture images of non-employees or its contractors, making it subject to the Ordinance. The garage camera was position on top of the building at 385 Sherman Avenue with a wide view of the construction site at 350 Sherman Ave. The total cost of the camera was $1,500, paid using bond funds sold for the project. The overpass camera was attached to a streetlight pole on East

2 City Council 3/14/2022, Agenda Item #9, PDF Page 113, https://www.cityofpaloalto.org/files/assets/public/agendas -minutes-reports/agendas-minutes/city-council- agendas-minutes/2022/20220314/20220314pccsm-amended-final-revised-ppt.pdf 3 City Council 9/21/2020, CMR #11359, https://www.cityofpaloalto.org/files/assets/public/agendas-minutes- reports/reports/city-manager-reports-cmrs/year-archive/2020-2/id-11359.pdf 26 Packet Pg. 314

City of Palo Alto Page 3

Bayshore Road, north of the Highway 101 with a wide view of the construction site. The total Highway 101 web cam contract cost was $22,059 and was funded by the General Fund.

The Highway 101 pedestrian /bicycle overpass camera feed was available to the public on the City’s website, https://www.cityofpaloalto.org/Departments/Public-Works/Engineering- Services/Engineering-Projects/Highway-101-Pedestrian-Bike-Bridge-Project. The garage camera feed was not made public but a link to the webcam feed was shared with the adjacent property owner due to concerns about construction disruption. Both cameras were taken down at the conclusion of construction. There were no registered complaints or violations reported, nor were there any Public Records Act (PRA) requests associated with the use of the surveillance technology. The cameras were effective at achieving its purpose of showing a time-lapse construction of the project and captured key milestones that kept stakeholders up to date on the project progress.

TRANSPORTATION
Automatic License Plate Recognition (ALPR). In February 2021, Council approved the use of license plate recognition technology to be used for parking enforcement and permit management4. ALPR technology captures images of license plates to identify vehicle information and track parking time.

During the reporting period, there have been no formal complaints filed, violations of its use, nor PRA requests. In assessing its effectiveness, ALPR has been successful in supporting City Residential Preferential Parking programs, providing both enforcement and permit management efficiencies. Future use of ALPR will include use in public garages and lots such as California Avenue garage, as well as other Downtown garages where Parking Guidance System (provides real-time car parking information such as vehicle and slot counts) is planned for deployment. The total annual contract cost is $132,000 paid using Residential Preferential Parking (RPP) funds.

Traffic Data Collection Cameras. In April 2021, Council approved the use of video technology for traffic data collection5. The low-resolution video is used to collect bicycle, pedestrian, parking occupancy and vehicular turning movement counts. Data collected is used to inform appropriate traffic control measures or roadway improvements, signal timings, pedestrian, and bicycle roadway improvements. It does not collect or retain audio, visual, location, nor other personally identifiable information of people or vehicles.

During the reporting period, no data was shared with outside entities, nor were there any technology use violations. In response to public concerns about the use of the technology, visible and clear information was posted at the location of each camera that clearly identified

4 City Council 2/22/2021, CMR #11492, https://www.cityofpaloalto.org/files/assets/public/agendas-minutes- reports/reports/city-manager-reports-cmrs/year-archive/2021/id-11492.pdf 5 City Council 4/5/2021, CMR #11985, https://www.cityofpaloalto.org/files/assets/public/agendas -minutes- reports/reports/city-manager-reports-cmrs/year-archive/2021/id-11985.pdf 26 Packet Pg. 315
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its use, recording period, service provider name and phone number. The use of the cameras was successful at achieving its intended purpose and provided important and accurate data that otherwise would have been expensive to collect manually. Annual costs associated with the use of the cameras was $200,000, paid by Capital Improvement Program and the General Fund.

Stakeholder Engagement
Presenting this information to the public, parallel to its transmittal to the City Council, ensures that stakeholders throughout the community remain appraised of the City’s ongoing acquisition and work in surveillance technologies and privacy protections.

Environmental Review
This informational report is not a project under the California Environmental Quality Act (CEQA).
26 Packet Pg. 316
City of Palo Alto (ID # 15043)
Office of the City Clerk
City Council CAO Report
Meeting Date: 12/19/2022 Report Type: Consent Calendar Title: Adoption of a Resolution Declaring the Results of the Consolidated Municipal Election Held on November 8, 2022
From: Lesley Milton, City Clerk
Attached is the proposed Resolution canvassi ng the results of the November 8, 202 2 Consolidated Election for the purpose of electing three Council Members and voting on two proposed ballot measures, Measure L and Measure K.

The County Election Department canvassed the returns of the election as required by law and has certified the vote results for the City of Palo Alto as follows:

CANDIDATE TOTAL VOTES %
VICKI VEENKER 14,292 22.55%
ED LAUING 13,052 20.59%
JULIE LYTHCOTT-HAIMS 12,036 18.99%
LISA FORSSELL 9,046 14.27%
DORIA SUMMA 7,785 12.28%
ALEX COMSA 3,728 5.88%
BRIAN HAMACHEK 3,447 5.44%
Total Votes 63,386

MEASURE K - LOCAL BUSINESS TAX
Yes 17,311 67.00%
No 8,525 33.00%
Total Votes 25,836

MEASURE L - NATURAL GAS UTILITY GENERAL FUND TRANSFER
Yes 19,711 77.72%
No 5,649 22.28%
Total Votes 25,360
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