Palo Alto City Council
April 3, 2023

9. IMPACT FEE 90-DAY PROTEST PERIOD. California Government Code Section 66020 provides that a project applicant who desires to protest the fees, dedications, reservations, or other exactions imposed on a development project must initiate the protest at the time the development project is approved or conditionally approved or within ninety (90) days after the date that fees, dedications, reservations or exactions are imposed on the Project. Additionally, procedural requirements for protesting these development fees, dedications, reservations and exactions are set forth in Government Code Section 66020. IF YOU FAIL TO INITIATE A PROTEST WITHIN THE 90-

DAY PERIOD OR FOLLOW THE PROTEST PROCEDURES DESCRIBED IN GOVERNMENT CODE SECTION 66020, YOU WILL BE BARRED FROM CHALLENGING THE VALIDITY OR REASONABLENESS OF THE FEES, DEDICATIONS, RESERVATIONS, AND EXACTIONS. If these requirements constitute fees, taxes, assessments, dedications, reservations, or other exactions as specified in Government Code Sections 66020(a) or 66021, this is to provide notification that, as of the date of this notice, the 90-day period has begun in which you may protest these requirements. This matter is subject to the California Code of Civil Procedures (CCP) Section 1094.5; the time by which judicial review must be sought is governed by CCP Section 1094.6.

10. PROJECT EXPIRATION. The project approval shall automatically expire after two years from the original date of approval if, within such two year period, the proposed use of the site or the construction of buildings has not commenced pursuant to and in accordance with the provisions of the permit or approval. Application for a one year extension of this entitlement may be made prior to the expiration. (PAMC 18.77.090(a))

11. LIGHTING. Between the hours of 10:00pm-6:00am, lighting on the property should be reduced to its minimum necessary to facilitate resident security in order to minimize light glare at night.

12. NUISANCES AND NOISE. The outdoor space shall not be operated in a manner to produce excessive noise, odors, lighting or other nuisances from any sources. Noise levels emanating from the property shall not exceed the maximum level established in the PAMC Chapter 9.10. Amplified sound equipment is not included in this approval, and any such equipment proposed for this site shall be submitted for review by the Planning Department at the building permit phase.

13. INDEMNITY: To the extent permitted by law, the Applicant shall indemnify and hold harmless the City, its City Council, its officers, employees and agents (the “indemnified parties”) from and against any claim, action, or proceeding brought by a third party against the indemnified parties and the applicant to attack, set aside or void, any permit or approval authorized hereby for the Project, including (without limitation) reimbursing the City for its actual attorneys’ fees and costs incurred in defense of the litigation. The City may, in its sole discretion, elect to defend any such action with attorneys of its own choice.

14. FINAL INSPECTION: A Planning Division Final inspection will be required to determine substantial compliance with the approved plans prior to the scheduling of a Building Division final. Any DocuSign Envelope ID: 9E4BEE6B-A0A9-403E-B42E-9BF3B16FCBD8 Item 6
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revisions during the building process must be approved by Planning, including but not limited to; materials, landscaping and hard surface locations. Contact your Project Planner, Garrett Sauls at [email protected] to schedule this inspection.

PUBLIC WORKS ENGINEERING

15. PUBLIC WORKS APPLICATIONS, FORMS, AND DOCUMENTS: Applicant shall be advised that all forms, applications, and informational documents related to Public Works Engineering conditions can be found at the following link: https://bit.ly/2QosO9A.

16. IMPROVEMENT PLANS: The applicant shall arrange a meeting with the Public Works Engineering, Water/Gas/Wastewater Engineering, Electric Utilities Engineering, Planning, and Transportation Divisions and the Fire Department after Council approval of the Vesting Tentative Map to discuss the on-site and off-site improvements that will be required. The improvement plans must then be reviewed and approved by the City prior to submittal of the parcel or final map. ADVISORY -- The applicant shall provide a detailed itemized stamped and signed engineer's estimate for all off-site public improvements which will be reviewed to determine the security amount.

17. SUBDIVISION IMPROVEMENT AGREEMENT: The applicant shall execute a Subdivision Improvement Agreement and provide improvement securities (Bonds) for all proposed public improvements. The Agreement shall be executed prior to map recordation or issuance of any permits for construction, onsite and offsite. ADVISORY -- The applicant shall provide a detailed itemized stamped and signed engineer's estimate for all off-site public improvements which will be reviewed to determine the security amount.

18. GRADING PERMIT: A Grading Permit is required per PAMC Chapter 16.28. The permit application and all applicable documents (see Section H of application) shall be submitted to Public Works Engineering. ADVISORY -- A grading permit only authorizes grading and storm drain improvements, therefore, the following note shall be included on each grading permit plan sheet: “THIS GRADING

PERMIT WILL ONLY AUTHORIZE GENERAL GRADING AND INSTALLATION OF THE STORM DRAIN SYSTEM. OTHER BUILDING AND UTILITY IMPROVEMENTS ARE SHOWN FOR REFERENCE INFORMATION ONLY AND ARE SUBJECT TO SEPARATE BUILDING PERMIT APPROVAL.”

19. GEOTECHNICAL ENGINEER STATEMENT: The grading plans shall include the following statement signed and sealed by the Geotechnical Engineer of Record: “THIS PLAN HAS BEEN REVIEWED AND

FOUND TO BE IN GENERAL CONFORMANCE WITH THE INTENT AND PURPOSE OF THE GEOTECHNICAL REPORT”.

20. RETAINING WALLS: The grading plan shall clearly indicate all site retaining walls needed along the project to accommodate the fill. These walls shall be located completely onsite, and at a minimum 5-feet from the existing street trees to be protected.

21. FLOOD ZONE: This project is in a FEMA Special Flood Hazard Area and shall comply with the DocuSign Envelope ID: 9E4BEE6B-A0A9-403E-B42E-9BF3B16FCBD8 Item 6
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requirements in Palo Alto Municipal Code Chapter 16.52 and the California Residential Code Section 322 (CRC 322).

22. CLOMR-F: Evidence that this document has been executed shall be provided prior to building permit issuance.

23. FINAL MAP THIRD-PARTY REVIEW: The City contracts with a third-party surveyor that will review and provide approval of the map’s technical correctness as the City Surveyor, as permitted by the Subdivision Map Act. The Public Works Department will forward a Scope & Fee Letter from the third-party surveyor and the applicant will be responsible for payment of the fee’s indicated therein.

24. STREETWORK PERMIT: The applicant shall obtain a Streetwork Permit from the Department of Public Works for all offsite and public improvements. Note that the engineer’s estimate is directly related to this permit’s scope of work.

25. ENCROACHMENT PERMIT: Prior to any work in the public right-of-way, the applicant shall obtain an encroachment permit from the Public Works Department for any work that encroaches onto the City right-of-way.

26. LOGISTICS PLAN: A construction logistics plan shall be provided addressing all impacts to the public and including, at a minimum: work hours, noticing of affected businesses, construction signage, dust control, noise control, storm water pollution prevention, job trailer, contractors’ parking, truck routes, staging, concrete pours, crane lifts, scaffolding, materials storage, pedestrian safety, and traffic control. All truck routes shall conform to the City of Palo Alto’s Trucks and Truck Route Ordinance, Chapter 10.48, and the route map, which outlines truck routes available throughout the City of Palo Alto.

27. CALTRANS PERMIT FOR SOUNDWALL: If any portion of the proposed work is within Caltrans right-of- way a permit must be obtained from the applicable agency. If a permit is required, evidence of the outside agency’s permit approval shall be submitted to the Planning and Public Works Departments prior to issuance of any Building or Streetwork/Encroachment permits.

28. SWPPP: The proposed development will disturb more than one acre of land. Accordingly, the applicant will be required to comply with the State of California’s General Permit for Storm Water Discharges Associated with Construction Activity. This entails filing a Notice of Intent to Comply (NOI), paying a filing fee, and preparing and implementing a site-specific storm water pollution prevention plan (SWPPP) that addresses both construction-stage and post-construction BMP’s for storm water quality protection.

29. STORMWATER POLLUTION PREVENTION: All improvement plan sets shall include the “Pollution Prevention – It’s Part of the Plan” sheet.

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30. C.3 THIRD-PARTY CERTIFICATION: Applicant shall provide certification from a qualified third-party reviewer that the proposed permanent storm water pollution prevention measures comply with the requirements of Provision C.3 and Palo Alto Municipal Code Chapter 16.11.

31. The third-party reviewer shall provide the following documents to Public Works prior to building permit approval:
a. Stamped and signed C.3 data form (September 2019 version) from SCVURPPP. https://bit.ly/3J3gtxJ
b. Final stamped and signed letter confirming which documents were reviewed and that the project complies with Provision C.3 and PAMC 16.11.

32. C.3 STORMWATER AGREEMENT: The applicant shall enter into a Stormwater Maintenance Agreement with the City to guarantee the ongoing maintenance of the permanent storm water pollution prevention measures. The City will inspect the treatment measures yearly and charge an inspection fee. The agreement shall be executed by the applicant team prior to building permit approval.
a. Note: Any revisions to the C.3 stormwater pollution prevention measures that are necessary to facilitate installation of said measures will be addressed in the agreement and the accompanying exhibits, executed by the City, and recorded with the County.

33. C.3 FINAL THIRD PARTY CERTIFICATION PRIOR TO OCCUPANCY: Within 45 days of the installation of the required storm water treatment measures and prior to the issuance of an occupancy permit for the building, the third-party reviewer shall submit to the City a certification verifying that all the permanent storm water pollution prevention measures were installed in accordance with the approved plans.

34. PAVEMENT RESTORATION: The applicant shall restore the pavement along the entire project frontage, curb-to-curb, by performing a 3.5” grind and overlay. The exact restoration limits will be determined once the resulting road condition is known following completion of heavy construction activities and utility lateral installations, at minimum the extent will be the project frontage.

35. IMPERVIOUS SURFACE AREA: The project will be creating or replacing 500 square feet or more of impervious surface. Accordingly, the applicant shall provide calculations of the existing and proposed impervious surface areas with the building permit application. The Impervious Area Worksheet for Land Developments form and instructions are available at the Development Center or on our website. To determine the impervious surface area that is being disturbed, provide the quantity on the site plan.

36. PRIOR TO PUBLIC WORKS FINAL/ACCEPTANCE:
a. Storm Drain Logos: The applicant is required to paint “No Dumping/Flows to Matadero Creek” in blue on a white background adjacent to all onsite storm drain inlets. The name of the creek to which the proposed development drains can be obtained from Public Works DocuSign Envelope ID: 9E4BEE6B-A0A9-403E-B42E-9BF3B16FCBD8 Item 6
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Engineering. Stencils of the logo are available from the Public Works Environmental Compliance Division, which may be contacted at (650) 329-2598. Include the instruction to paint the logos on the construction grading and drainage plan. b. Record Drawings: At the conclusion of the project applicant shall provide digital as- built/record drawings of all improvements constructed in the public right-of-way or easements in which the City owns an interest.

TRANSPORTATION

37. The applicant shall be responsible for planning/design, coordination with regional agencies, replacement/relocation of existing public utilities, easement approvals, procurement of required services/materials/equipment, and construction for the proposed West Bayshore Road off-site improvements. Any changes in proposed site plans shall require Office of Transportation approval.

38. Provide continuous sidewalk through driveway without diverting it towards W Bayshore Rd. As a result, the proposed ADA ramps will be unnecessary and should be removed.

39. The driveway approach shall meet the City of Palo Alto Driveway design requirements. Public Works Driveway standard requirements can be found here:
https://www.cityofpaloalto.org/Departments/Public-Works/Engineering-Services/Public-Works- Standard-Drawings-and-Specifications

40. In accordance with PAMC 18.54.050, the proposed load-break cabinet near the project driveway shall be less than 3 feet in height to maintain sight distance visibility from the driveway.

RECYCLING

41. REQUIRED DECONSTRUCTION.

In conformance with PAMC 5.24, deconstruction and source separation are required for all residential and commercial projects where structures are being completely removed, demolition is no longer allowed. Deconstruction takes longer than traditional demolition, it is important to plan ahead.

42. SALVAGE SURVEY FOR REUSE.

A Salvage Survey is required for deconstruction permit applications. The survey shall be conducted by a City approved reuse vendor. The survey submittal shall include an itemized list of materials that are salvageable for reuse from the project. The applicant shall source separate and deliver materials for reuse. Certification is required indicating that all materials identified in the survey are properly salvaged.

43. SOURCE SEPARATION FOR RECYCLING.

The applicant shall source separate deconstruction materials into specific categories for recycling.

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Additional staging areas for source separated materials will need to be considered. All materials shall be delivered to one of the City approved materials recovery facilities listed in Green Halo, all records shall be uploaded to www.greenhalosystems.com. For more information, refer to www.cityofpaloalto.org/deconstruction.

URBAN FORESTRY

44. TREE DAMAGE. Tree Damage, Injury Mitigation and Inspections apply to Contractor. Reporting, injury mitigation measures and arborist inspection schedule (1 -5) apply pursuant to TTM, Section 2.20 -

2.30. Contractor shall be responsible for the repair or replacement of any publicly owned or protected trees that are damaged during the course of construction, pursuant to Title 8 of the Palo Alto Municipal Code, and city Tree Technical Manual, Section 2.25.

45. GENERAL. The following general tree preservation measures apply to all trees to be retained: No storage of material, topsoil, vehicles or equipment shall be permitted within the tree enclosure area.

The ground under and around the tree canopy area shall not be altered. Trees to be retained shall be irrigated, aerated and maintained as necessary to ensure survival.

46. EXCAVATION RESTRICTIONS APPLY (TTM, Sec. 2.20 C & D). Any approved grading, digging or trenching beneath a tree canopy shall be performed using ‘air -spade’ method as a preference, with manual hand shovel as a backup. For utility trenching, including sewer line, roots exposed with diameter of 1.5 inches and greater shall remain intact and not be damaged. If directional boring method is used to tunnel beneath roots, Trenching and Tunneling Distance, shall be printed on the final plans to be implemented by Contractor.

47. TREE PROTECTION VERIFICATION. Prior to any site work verification from the contractor that the required protective fencing is in place shall be submitted to the Urban Forestry Section. The fencing shall contain required warning sign and remain in place until final inspection of the project.

48. PLAN CHANGES. Revisions and/or changes to plans before or during construction shall be reviewed and responded to by the (a) project site arborist, or (b) landscape architect with written letter of acceptance before submitting the revision to the Building Department for review by Planning, PW or Urban Forestry.

ELECTRICAL ENGINEERING

49. Electric Utilities will need to place a padmount, loadbreak cabinet preferably in the planter area on the south side of Building 3 with (4) 4" high voltage conduits in/out. Approximately 3'x5' footprint.

Coordinate with Utilities Eng.

WATER, GAS, WASTEWATER

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PRIOR TO ISSUANCE OF DEMOLITION PERMIT

50. The applicant shall submit a request to disconnect utility services and remove meters. The utilities demo to be processed within 10 working days after receipt of request. The demolition permit will be issued by the building inspection division after all utility services and/or meters have been disconnected and removed.

FOR BUILDING PERMIT

51. The applicant shall submit a completed water-wastewater service connection application - load sheet for City of Palo Alto Utilities. The applicant must provide all the information requested for utility service demands (domestic water and irrigation in fixture units/g.p.m., fire in g.p.m., and sewer in fixture units/g.p.d.).

52. No new gas service installation for this project (All Electric Project).

53. The applicant shall conduct an onsite/private fire water system studies per the City of Palo Alto Fire Department requirements to determine the impacts to the City’s water system to service the development during anticipated peak demands and fire flow. This shall be submitted for review during the Building permit process.

54. The subdivision sewer system will be considered private and shall be privately maintained by the home association. The CC&Rs and final map should mention the private sewer system along the private road and maintenance responsibility. The City will be responsible for the maintenance of the main in the public street right of way and not the private sewer system.

55. The applicant to provide WGW utility department a share maintenance responsibility agreement between the two buildings’ owner (2850 and 2800 W Bayshore Rd.) for the proposed private sewer line (common/shared sewer facility).

56. The applicant shall submit improvement plans for utility construction. The plans must show the size and location of all underground utilities within the development and the public right of way including meters, backflow preventers, fire service requirements, sewer mains, sewer cleanouts, sewer lift stations and any other required utilities. Plans for the new private sewer facility to include details of connection to City’s sewer manhole for review and approval.

57. The applicant must show on the site plan the existence of any auxiliary water supply, (i.e. water well, gray water, recycled water, rain catchment, water storage tank, etc).

58. The applicant shall be responsible for installing and upgrading the existing utility mains and/or services as necessary to handle anticipated peak loads. This responsibility includes all costs associated with the design and construction for the installation/upgrade of the utility mains and/or services.

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59. An approved reduced pressure principle assembly (RPPA backflow preventer device) and (reduced pressure detector assembly) are required for all new water and fire connections from Palo Alto Utilities to comply with requirements of California administrative code, title 17, sections 7583 through 7605 inclusive. The RPPA and RPDA shall be installed on the owner's property and directly behind the water meter and the City’s fire service within 5 feet of the property line. RPPA’s for domestic service shall be lead free. All backflow preventer devices shall be approved by the WGW engineering division. Inspection by the city inspector is required for the supply pipe between the meter and the assembly.

60. The applicant shall pay the capacity fees and connection fees associated with new utility service/s or added demand on existing services. The approved relocation of services, meters, hydrants, or other facilities will be performed at the cost of the person/entity requesting the relocation.

61. The applicant shall provide to the engineering department a copy of the plans for fire system including all fire department's requirements.

62. The applicant shall secure a public utilities easement (P.U.E.) for the new master water meter installed on private property. The applicant's engineer shall obtain, prepare, record with the county of Santa Clara, and provide the utilities engineering section with copies of the public utilities easement on the front of the property adjacent to the City right of way at the water point of service.

63. Show the location of the new private sewer facility within the existing P.U.E. on the plans. The proposed private sewer facility connection to the City’s manhole required WGW utility engineering review and approval and CPAU Inspector inspection.

64. All existing water and wastewater services that will not be reused shall be abandoned at the main per the latest WGW utilities standards.

65. Utility vaults, transformers, utility cabinets, concrete bases, or other structures cannot be placed over existing water, gas, or wastewater mains/services. Maintain 1’ horizontal clear separation from the vault/cabinet/concrete base to existing utilities as found in the field. If there is a conflict with existing utilities, Cabinets/vaults/bases shall be relocated from the plan location as needed to meet field conditions. Trees may not be planted within 10 feet of existing water and wastewater mains/laterals/water services/or meters. New water or wastewater services/laterals/meters may not be installed within 10’ of existing trees. Maintain 10 feet between new trees and new water and wastewater services/laterals/meters. Trees may be planted within 10 feet of new or existing water and wastewater mains/laterals/water services/or meters at the discretion of the Water, Gas, Wastewater and Urban Forestry departments.

66. All utility installations shall be in accordance with the latest edition of the City of Palo Alto utility standards for water & wastewater.

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WATER QUALITY

67. Since the project triggers polychlorinated biphenyls (PCBs) sampling as identified on the “Planning Application Form,” the project shall conduct representative sampling of PCBs concentration in accordance with the “Protocol for Evaluating Priority PCBs-Containing Materials before Building Demolition (2018).” The PCBs Application Package and other resources are outlined at http://www.cityofpaloalto.org/pcbdemoprogram. The Applicant’s Package will outline PCBs sampling and reporting requirements that must be met.
a. If the representative sample results or records DO NOT indicate PCB concentrations ≥50 ppm in one or more “priority materials,” then the screening assessment is complete.

Applicant submits screening form and the supporting sampling documentation with the demolition permit application. No additional action is required. b. If the representative sample results or records DO indicate PCBs concentrations ≥50 ppm in one or more “priority materials,” then the screening assessment is complete, but the Applicant MUST also contact applicable State and Federal Agencies to meet further requirements. Applicant submits screening form and the supporting sampling documentation with the demolition permit application, and also must contacts the State and Federal Agencies as indicated on Page 3 of the “PCBs Screening Assessment Form.”

IMPORTANT: ADVANCED APPROVAL FROM THE UNITED STATES ENVIRONMENTAL PROTECTION AGENCY (USEPA) OR OTHER STATE AGENCIES MAY BE REQUIRED PRIOR TO BUILDING DEMOLITION.

IT IS RECOMMENEDED THAT APPLICANTS BEGIN THE PCBs ASSESSMENT WELL IN ADVANCE OF APPLYING FOR DEMOLITION PERMIT AS THE PROCESS CAN TAKE BETWEEN 1-3 MONTHS.

68. Stormwater Treatment Measures
a. All Bay Area Municipal Regional Stormwater Permit requirements shall be followed. b. Refer to the Santa Clara Valley Urban Runoff Pollution Prevention Program C.3 Handbook for details.
c. For all C.3 features, vendor specifications regarding installation and maintenance should be followed and provided to city staff. Copies must be submitted to Pam Boyle Rodriguez at [email protected]. Add this bullet as a note to the building plans. d. Staff from Stormwater Program (Watershed Protection Division) may be present during installation of stormwater treatment measures. Contact Pam Boyle Rodriguez, Stormwater Program Manager, at (650) 329-2421 before installation. Add this bullet as a note to building plans on Stormwater Treatment (C.3) Plan.

69. Stormwater Quality Protection
a. Temporary and permanent waste, compost and recycling containers shall be covered to prohibit fly-away trash and having rainwater enter the containers. b. Drain downspouts to landscaping (outward from building as needed). c. Drain HVAC fluids from roofs and other areas to landscaping.

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d. Offsite downgrade storm drain inlets shall also be identified on this plan set and protected.

If City staff removes protection from an inlet in the ROW during a rain event, the contractor shall replace the inlet protection by the end of the following business day.

PUBLIC ART

70. The project is subject to the public art in private development ordinance requiring that 1% of the estimated construction valuation is used to either commission public art on site or pay the equivalent contribution to the public art fund, whichever is greater. If the applicant chooses to commission art on site, then they must complete both initial and final reviews and receive approval from the Public Art Commission prior to the issuance of a building permit. This actual amount to be paid shall be determined during building permit submittal and be paid prior to building permit issuance.

HOUSING

The project as proposed includes 48 residential ownership units. The project is subject to the Below Market Rate (BMR) requirement as set forth by Palo Alto Municipal Code (PAMC) 16.65.060.

71. When the BMR requirement results in a fractional unit, an in-lieu payment to the Residential Housing Fund may be made for the fractional unit instead of providing an actual BMR unit, except that larger projects of 30 or more units must provide a whole BMR unit for any fractional unit of one-half (0.50) or larger. The proposed project – 48 ownership units – is subject to a BMR requirement of 7.2 units and is proposing seven units, with 0.2 paid through an in-lieu fee. All of the units will be made affordable to moderate income households. Payment of the fractional in-lieu is required prior to building permit issuance.

72. All BMR units constructed shall be in conformance with the City’s BMR Program rules and regulations such as the unit mix and sizes of the BMR units should reflect the unit mix and sizes of the market rate units. Failure to comply with the timing of this condition and any adopted BMR Program rules and regulations shall not waive its later enforcement.

73. A BMR Agreement in a form acceptable to the City Attorney for the seven BMR units shall be executed and recorded prior to final map approval or building permit issuance, whichever occurs first. Failure to comply with the timing of this condition and any adopted BMR Program rules and regulations shall not waive its later enforcement.

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PASSED: 7-0
AYES: Burt, Cormack, DuBois, Filseth, kou, Stone, Tanaka NOES: 0
ABSENT: None
ABSTENTIONS: None

ATTEST: APPROVED:
_________________________ ____________________________ City Clerk Director of Planning and
Development Services
APPROVED AS TO FORM:

___________________________
Assistant City Attorney

PLANS AND DRAWINGS REFERENCED:

Those plans prepared by CBG, Inc. titled “Vesting Tentative Map for Condominium Purposes,” consisting of 14 pages, stamped as received May 11, 2022, except as modified to incorporate the conditions of approval contained herein of this record . Those plans p repared by SDG Architects titled “2850 West Bayshore Rd.” consisting of 95 pages, stamped received on May 27, 2022.

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Attachment D
Project Plans
Project plans are only available to the public online. Hardcopies of the plans have been provided to Board members, Commissioners, and Council members.

Directions to review Project plans online:

1. Go to: bit.ly/PApendingprojects

2. Scroll down to find “2850 W. Bayshore” and click the address link

3. On this project specific webpage you will find a link to the project plans and other important information
Direct Link to Project Webpage:
https://www.cityofpaloalto.org/News-Articles/Planning-and-Development-Services/2850-W.- Bayshore-21PLN-00177
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Public Works
Meeting Date: April 3, 2023
Report #:2303-1041
TITLE
Approval of Fourth Amendment to Santa Clara Valley Urban Runoff Pollution Prevention Program Memorandum of Agreement

RECOMMENDATION
Staff recommends that Council approve and authorize the City Manager to execute the Fourth Amendment to Santa Clara Valley Urban Runoff Pollution Prevention Program Memorandum of Agreement to extend the term of a multi-jurisdictional Agreement between Santa Clara County, the Santa Clara Valley Water District, and multiple Santa Clara County cities providing for implementation of the Santa Clara Valley Urban Runoff Pollution Prevention Program.

BACKGROUND
The Santa Clara Valley Urban Runoff Pollution Prevention Program (SCVURPPP) was originally formed through a Memorandum of Agreement (MOA) with other Santa Clara Valley-based municipalities in the late 1980s to assist cities in negotiating and complying with a federal Clean Water Act National Pollutant Discharge Elimination System (NPDES) stormwater permit. Since its original formation, the City and participating municipalities have previously authorized a continuation of the Agreement three times without changing the original terms. The most recent amendment was approved by Council on September 19, 20161.

Seventy-six Bay Area municipalities, including the City of Palo Alto, were reissued a Municipal Regional Stormwater NPDES Permit (MRP) in May 2022, which became effective July 1, 2022.

The MRP is required for municipalities that discharge stormwater that flows to creeks, the San Francisco Bay, and other waterbodies. This updated permit continues many requirements from the previous permit and contains enhanced and additional requirements, which involve an increase of resources and significant coordination with SCVURPPP member agencies. 1 City Council, November 19, 2016, Item #5, Staff Report #7255:
https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/reports/city-manager-reports- cmrs/year-archive/2016/091916-7255-approval-of-third-amendment-to-scvurppp-moa.pdf Item 7
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Examples of enhanced requirements include requiring green stormwater infrastructure for broader categories of development and redevelopment projects, increased trash controls for private properties, and source controls to reduce PCB and mercury-polluted discharges. New requirements include tracking unhoused populations and implementing best management practices to address related water quality-related impacts, addressing pollutants from fire- fighting discharges, and establishing systems for both stormwater compliance cost reporting and asset management for water quality. In collaboration with other municipalities, participation in SCVURPPP allows Palo Alto to efficiently use and leverage its resources to meet these numerous requirements through sharing a consultant and work products, which are then individualized by each municipality. The SCVURPPP consultant guides member agencies in meeting overlapping regulatory deadlines called out in over 16 permit provisions (or chapters), while ensuring each municipality understands the requirements sufficiently to implement them.

Finally, SCVURPPP facilitates compliance discussions between agencies that allow for sharing of ideas and resources that lead to increased resource efficiency.

ANALYSIS
Staff recommends that Council approve and authorize the City Manager to execute the Fourth Amendment (Attachment A) to an Agreement Providing for Implementation of the Santa Clara Valley Urban Runoff Pollution Prevention Program (Attachment B). Based on a recent vote on February 16, 2023 of SCVURPPP’s Management Committee, in which the City participates, a fourth amendment of the MOA to extend the program on its original terms was unanimously approved for referral to each governing body for execution. The SCVURPPP MOA can only be amended by unanimous written agreement from all jurisdictions. If one or more member agencies do not execute the agreement by the deadline, the agreement becomes null and void for all member agencies. A new agreement would then need to be developed and executed amongst those member agencies who would like to be part of SCVURPPP.

All SCVURPPP participants have agreed to obtain authorization of the amendment by April 19, 2023, at which point the amendment will be executed. Approval of this agreement amendment on April 3, 2023 will allow the City to meet the agreed-upon timeline.

FISCAL/RESOURCE IMPACT
Approval of the Fourth Amendment to the Agreement providing for implementation of the Santa Clara Valley Urban Runoff Pollution Prevention Program provides for continued participation in SCVURPPP until one year beyond the termination date of the current MRP in June 2027. Consequently, this MOA expires June 30, 2028. SCVURPPP membership fees were negotiated at the time of the original formation. The cost sharing allocation set forth in the MOA allocates 30.2% to Valley Water, 30.1% to the City of San Jose, and the remaining 39.7% to the remainder of the SCVURPPP member agencies. The City’s proportionate share of SCVURPPP costs (4.06%) does not change from year to year. However, the SCVURPPP budget varies annually according to regulatory deadlines and work products required by the MRP. The Item 7
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1 7
9 5
FY 2023 share for the City was $210,000; however, due to new MRP requirements and therefore a larger consultant budget, the fee will increase by 9%, or $18,900, next year. It is unknown at this time what the subsequent fiscal year budgets will be, but staff does not anticipate a substantial increase beyond the upcoming 9% increase. Funding for the increase of $18,900 will be contingent upon appropriation of funding as part of the Fiscal Year 2024 budget process.

City staff participates in SCVURPPP meetings and initiatives to ensure representation and efficient use of funds. The City supports these efforts and implements various requirements through its Stormwater Compliance Program in the Public Works Environmental Services Division. Funding for these activities is available in the Adopted Fiscal Year 2023 Storm Water Management Fund Operating Budget. Subsequent years funding is subject to Council approval of the annual budget.

STAKEHOLDER ENGAGEMENT
The City’s Stormwater Compliance Program has continuously received support from the Stormwater Management Oversight Committee, which reviews proposed stormwater programs and projects that maintain the City’s storm drain system and protect water quality discharging to creeks and the Bay. The Stormwater Compliance Program regularly provides updates to the Committee.

ENVIRONMENTAL REVIEW
There is no environmental assessment required in conjunction with this report. Implementation of the NPDES Program is exempt from the provisions of the California Environmental Quality Act (CEQA) under Section 15308 of the CEQA guidelines, as it assures the maintenance, restoration, enhancement, or protection of the environment.

ATTACHMENTS
Attachment A: 4th Amendment to SCVURPPP MOA
Attachment B: Original SCVURPPP MOA and 1st-3rd Amendments APPROVED BY:

Brad Eggleston, Director Public Works/City Engineer
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1 FOURTH AMENDMENT TO AGREEMENT

PROVIDING FOR IMPLEMENTATION OF

THE SANTA CLARA VALLEY URBAN RUNOFF

POLLUTION PREVENTION PROGRAM

THIS FOURTH AMENDMENT TO AGREEMENT PROVIDING FOR

IMPLEMENTATION OF THE SANTA CLARA VALLEY URBAN RUNOFF
POLLUTION PREVENTION PROGRAM (the “Amendment”) is entered into by and between the SANTA CLARA VALLEY WATER DISTRICT, a local public agency of the State of California (“District”); CITY OF CAMPBELL, a municipal corporation of the State of California; CITY OF CUPERTINO, a municipal corporation of the State of California; CITY OF LOS ALTOS, a municipal corporation of the State of California; TOWN OF LOS ALTOS HILLS, a municipal corporation of the State of California; TOWN OF LOS GATOS, a municipal corporation of the State of California; CITY OF MILPITAS, a municipal corporation of the State of California; CITY OF MONTE SERENO, a municipal corporation of the State of California; CITY OF MOUNTAIN VIEW, a municipal corporation of the State of California; CITY OF PALO ALTO, a municipal corporation of the State of California; CITY OF SAN JOSE, a municipal corporation of the State of California; CITY OF SANTA CLARA, a municipal corporation of the State of California; CITY OF SARATOGA, a municipal corporation of the State of California; CITY OF SUNNYVALE, a municipal corporation of the State of California; and COUNTY OF SANTA CLARA, a political subdivision of the State of California.

All of the above-mentioned entities are hereinafter collectively referred to as “Parties” or individually as “Party.”

RECITALS
A. The Parties previously entered into that certain Agreement Providing For Implementation of the Santa Clara Valley Urban Runoff Pollution Prevention Program (the “Agreement” or “MOA”) pursuant to which the Parties established certain terms and conditions relating to the implementation and oversight of the Santa Clara Valley Urban Runoff Pollution Prevention Program (the “Program”), including a cost sharing allocation, which was appended thereto as Exhibit A. Unless otherwise set forth herein, all terms shall have the meaning set forth in the Agreement as amended. A copy of the Agreement inclusive of Exhibit A is attached hereto as Appendix 1. A copy of the Agreement inclusive of all of its previous amendments is available via the internet at https://scvurppp.org/wp-
content/uploads/2019/10/MOA_2016_complete_package_DEC_2016.pdf); B. The Agreement originally provided for a five-year term, which, based on its execution, was set to conclude on or about March 10, 2005. However, on or about February 20, 2005, the Parties unanimously entered into a First Amendment to the Agreement, which extended the term of the Agreement by one additional year; Item 7
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2 C. The Parties thereafter unanimously entered into a Second Amendment to the Agreement, which extended the term of the amended Agreement by “one fiscal year beyond the termination date of the (then) next NPDES Permit issued to the Parties, including any administrative extension of the (then) next NPDES Permit’s term which occurred pursuant to the NPDES regulations.” The next NPDES permit applicable to the Parties (and others) was subsequently adopted by the California Regional Water Quality Control Board, San Francisco Bay Region (“RWQCB SFBR”) on October 14, 2009 and was known as the Municipal Regional Permit (“MRP”) because it covered numerous public agencies in the San Francisco Bay Region in addition to the Parties. The MRP was then administratively extended until a new NPDES Permit applicable to the Parties (and the other public entities in the San Francisco Bay Region) was adopted by the California Regional Water Quality Control Board, San Francisco Bay Region, on November 19, 2015 (“MRP 2.0”). MRP 2.0 became effective on January 1, 2016 and was originally scheduled to terminate on December 31, 2020; D. The Parties thereafter unanimously entered into a Third Amendment to the Agreement, which once again extended the term of the amended Agreement by “one fiscal year beyond the termination date of the next NPDES Permit issued to the Parties, including any administrative extension of the next NPDES Permit’s term which occurred pursuant to the NPDES regulations.” MRP 2.0 was then administratively extended, largely due to the COVID-19 pandemic, until a new NPDES Permit applicable to the Parties (and the other public entities in the San Francisco Bay Region) was adopted by the California Regional Water Quality Control Board, San Francisco Bay Region, on May 11, 2022 (“MRP 3.0”). MRP 3.0 became effective on July 1, 2022 and is currently scheduled to terminate on June 30, 2027 unless administratively extended; E. The Parties expect to utilize the Program to continue to represent their interests relative to MRP 3.0 (including with respect to an administrative appeal of its adoption that the State Water Resources Control Board is considering to pursue on its own motion), to help them effectuate certain aspects of compliance with MRP 3.0, and, beyond that, in negotiating the terms of a further renewed NPDES Permit when MRP 3.0 nears the end of its anticipated five-year term and any administrative extension provided thereto;
F. The Parties also expect to continue to utilize the Program’s preferred approach of achieving consensus to resolve issues and reach decisions, and to rely on the Majority Vote mechanism set forth in Section 2.08 of the Agreement at the Management Committee level only when consensus-based resolutions appear or become elusive; G. The Parties now desire to update the Agreement as previously amended and further extend the term of the MOA as set forth below; H. Section 7.02 of the MOA provides that it may be amended by the unanimous written agreement of the Parties and that all Parties agree to bring any proposed amendments to their Council or Board, as applicable, within three (3) months following acceptance by the Management Committee; and
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3 I. The Program’s Management Committee accepted this Amendment for referral to the Parties’ Councils and/or Boards at its meeting on February 16, 2023.

NOW, THEREFORE, THE PARTIES HERETO FURTHER AGREE AS
FOLLOWS:

1. Recognition of Current Permit. Recital F of the Agreement, as previously amended, is hereby further amended by the addition of the following subsections:

6. Order No. R2-2009-0074 (the Municipal Regional Permit, NPDES Permit CAS612008); adopted October 14, 2009 and amended by the RWQCB SFBR on November 28, 2011;

7. Order No. R2-2015-0049 (MRP 2.0, NPDES Permit CAS612008); adopted by the RWQCB SFBR on November 19, 2015;

8. Order No. R2-2022-0018 (MRP 3.0, NPDES Permit CAS612008); adopted by the RWQCB SFBR on May 11, 2022.

2. Extension of Term of Agreement. Sections 6.02 and 6.02.01 of the Agreement, as previously amended, are hereby replaced as follows:

This Agreement shall have a term extending one fiscal year beyond the date of termination of MRP 3.0; such termination date shall, however, be deemed to include any administrative extension of MRP 3.0 which occurs or arises pursuant to the NPDES regulations or any modification of the MRP 3.0
termination date that arises from an NPDES permitting action undertaken by the RWQCB SFBR or California State Water
Resources Control Board.

3. Superseding Effect. This Fourth Amendment of the Agreement shall supplement all prior amendments of the Agreement and supersede any conflicting provisions of the prior amendments of the Agreement.
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4 IN WITNESS WHEREOF, the Parties have executed this Fourth Amendment effective as of the last date indicated below or [April 19, 2023], whichever arises earlier.

Santa Clara Valley Water District: By: ____________________________________ Name: ____________________________________
Title: ____________________________________
Date: ____________________________________
County of Santa Clara: By: ____________________________________ Name: ____________________________________
Title: ____________________________________
Date: ____________________________________
City of Palo Alto: By: ____________________________________ Name: ____________________________________
Title: ____________________________________
Date: ____________________________________
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sf-3677154

Agreement Providing For
Implementation of the Santa Clara
Valley Urban Runoff Pollution
Prevention Program
as fully executed as of March 10, 2000
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AGREEMENT

PROVIDING FOR IMPLEMENTATION OF

THE SANTA CLARA VALLEY URBAN RUNOFF

POLLUTION PREVENTION PROGRAM

THIS AGREEMENT, is made and entered into this day of
1999 by and between the SANTA CLARA VALLEY WATER DISTRICT (DISTRICT), a local public agency of the State of California; COUNTY OF SANTA CLARA, a political subdivision of the State of California; CITY OF CAMPBELL, a municipal corporation of the State of California; CITY OF CUPERTINO, a municipal corporation of the State of California; CITY OF LOS ALTOS, a municipal corporation of the State of California; TOWN OF LOS ALTOS HILLS, a municipal corporation of the State of California; TOWN OF LOS GATOS, a municipal corporation of the State of California; CITY OF MILPITAS, a municipal corporation of the State of California; CITY OF MONTE SERENO, a municipal corporation of the State of California; CITY OF MOUNTAIN VIEW, a municipal corporation of the State of California; CITY OF PALO ALTO, a municipal corporation of the State of California; CITY OF SAN JOSE, a municipal corporation of the State of California; CITY OF SANTA CLARA, a municipal corporation of the State of California; CITY OF SARATOGA, a municipal corporation of the State of California; and CITY OF SUNNYVALE, a municipal corporation of the State of California.

All of the above-mentioned entities are hereinafter collectively referred to as "PARTIES" or individually as "PARTY."

RECITALS:

A. The 1986 Water Quality Control Plan for the San Francisco Bay (Basin Plan), adopted by the California Regional Water Quality Control Board, San Francisco Bay Region, in implementation of the Federal Clean Water Act, required that PARTIES develop a program to control pollution from urban runoff, or nonpoint sources of water pollution in the Santa Clara Valley. ·

8. In furtherance of their responsibilities pursuant to the Basin Plan, the PARTIES have previously entered into a series of agreements to jointly fund the cost of preparing an action plan to evaluate nonpoint source pollutants, monitor identified pollutants, and develop control measures to mitigate or reduce nonpoint source pollution.

Collectively, the measures undertaken pursuant to the previous agreements and anticipated to continue pursuant to this Agreement, were known as the Santa Clara Valley Nonpoint Source Pollution Control Program and upon execution of this agreement henceforth shall be known as the Santa Clara Valley Urban Runoff Pollution Prevention Program (hereinafter called "Program").

C. In 1987 Congress added Section 402 (p) to the Federal Clean Water Act (CWA) (33 U.S.C. Section 1342 (p)), which requires certain municipalities and industrial facilities to obtain a National Pollutant Discharge Elimination System (NPDES) permit for the Item 7
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discharge of stormwater to navigable waters. NPDES permits are also required under Section 402 (p) for any stormwater discharge which the Federal Environmental Protection Agency (EPA) or a State has determined contributes to a violation of a water quality standard or is a significant contributor of pollutants to surface waters.

D. Section 402 (p) further required EPA to promulgate regulations for initial NPDES permit applications for stormwater discharges. The EPA promulgated such regulations in November 1990.

E. The EPA has delegated authority to the California State Water Resources Control Board (SWRCB) to administer the NPDES permit process within California and, in turn, the SWRCB has delegated authority to the California Regional Water Quality Control Board - San Francisco Bay Region (RWQCB-SFBR) to administer the NPDES permit process within its region.

F. Pursuant to Section 402 (p) of the CWA and EPA regulations, the RWQCB-SFBR adopted the following orders further defining the program that the PARTIES are to develop and implement:

1. Order No. 90-094 (NPDES Permit No. CA0029718), adopted June 20,1990; and

2. Order No 95-180 (NPDES Permit No. CAS029718); adopted August 23, 1995.

G. In and for the mutual interest of the PARTIES, the PARTIES wish to continue the Program by entering into this Agreement for the purpose of ensuring continued participation, in terms of cost and administrative responsibilities.

H. DISTRICT is a local public agency of the State of California duly organized and existing within the County of Santa Clara. The County of Santa Clara is a political subdivision of the State of California. All other PARTIES are municipal corporations, duly organized and existing under the laws of the State of California.

I. The RWQCB-SFBR is conducting a Watershed Management Initiative (WMI) in Santa Clara County. The Program is required, as part of its NPDES permit, to develop and implement a Watershed Management Measures Strategy. The Urban Runoff Management Plan of the Program contains the Program's Watershed Management Measures Strategy. This strategy, consistent with the NPDES permit, coordinates Program activities with the WMI to develop and implement cost-effective approaches to address specific urban runoff pollution problems. The Program, through a continuous improvement process, annually reviews the strategy.

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NOW, THEREFORE, THE PARTIES HERETO FURTHER AGREE, AS FOLLOWS:

Section 1. Santa Clara Valley Urban Runoff Pollution Prevention Program

1.01 The Santa Clara Valley Nonpoint Source Pollution Control Program ("Program") is hereby continued as the Santa Clara Valley Urban Runoff Pollution Prevention Program to fulfill the requirements of NPDES Permit No. CAS029718 as it exists, may be modified, or may be reissued in the future (hereinafter referred to as "NPDES Permit").

1.02 The Program is a collective effort and implementation of area-wide activities, designed to benefit all PARTIES.

Section 2. Management Committee

2.01 A Management Committee is hereby reconstituted to provide for overall Program coordination, review, and budget oversight, with respect to the NPDES Permit.

2.02 The Management Committee may as necessary adopt and revise Bylaws for its governance.

2.03 The Management Committee is the official management and oversight body of the Program. The Management Committee shall direct and guide the Program and review and approve the Program Budget. The Management Committee shall consider permit compliance, including benefit to a majority of the PARTIES, as a primary objective in approving Program tasks and corresponding budgets.

2.04 The Management Committee may periodically re-evaluate and make recommendations to the PARTIES concerning reallocation of the proportion of the annual Program contribution that each PARTY shall pay. ·

2.05 The voting membership of the Management Committee shall consist of one designated voting representative from each PARTY. An alternative voting representative may be appointed by each PARTY. The RWQCB- SFBR may appoint a non - voting representative and alternate to the Management Committee.

2.06 A quorum of the Management Committee shall be achieved when at least nine (9) voting representatives, including at least one (1) representative from each of City of San Jose and Santa Clara Valley Water District, are present at any Management Committee meeting.

2.07 Meetings of the Management Committee, including any closed sessions with Program Legal Counsel, shall be conducted in accordance with the "Brown Act" Item 7
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(Government Code Section 54950 et seq.) The individual parties have differing opinions on whether the Brown Act legally should be interpreted as applying to members of the Management Committee. In executing this Agreement, the parties do not waive their right to take the position that the Brown Act legally does not apply, but voluntarily agree to follow Brown Act procedures for Management Committee meetings. Except for official meetings of the Management Committee, nothing herein shall be interpreted to require meetings between staff members of the individual Parties (including designated representatives of the Parties) to be subject to the Brown Act, where the Brown Act would not otherwise apply. Each party is individually responsible for ensuring that it complies with the Brown Act.

2.08 The affirmative vote of at least eight (8) voting members of the Management Committee, which collectively contribute at least fifty percent (50%) of the area-wide Program costs (a "Majority Voten), is necessary to approve any measure brought before the Management Committee. ·

2.09 The Management Committee shall be responsible for selecting any consultant(s) or contractor(s) who are to be paid from Program funds ("Outside Contractors"), using a process approved by the Contracting Agent, and for reviewing and approving any contracts with Outside Contractors, including the scope(s) of work, schedules of performance, use of subcontractors, and compensation for such Outside Contractors.

2.1O The Management Committee shall select a PARTY or Outside Contractor to act as Program Manager for the Program. The Program Manager shall be responsible for Program management and administration, Permit management, and technical program management all in accordance with the NPDES Permit, this Agreement, Program Bylaws, and as directed by the Management Committee in the best interest of the PARTIES as a whole and individually. The Program Manager shall be paid, from Program funds in accordance with the adopted Program budget, for providing the services described hereunder. The Program Manager shall not be responsible for providing program management services related to individual PARTIES permit programs, but may provide such services under separate contract with any PARTY or PARTIES.

2.11 The Management Committee may select an attorney (Program Attorney) or firm that is experienced with the Clean Water Act and Municipal Stormwater NPDES Permits to provide legal advice to the Management Committee on all matters involving administration of the Program's NPDES permit and such other matters upon which the Management Committee may seek legal advice or request legal representation. Program Legal Counsel shall not be responsible for providing legal advice related to permit compliance to individual PARTIES, but may provide such services under separate contract with any PARTY or PARTIES. The Program Manager may Item 7
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assist in coordination of activities with the Program Attorney but shall not give direction without prior authorization from the Management Committee.

2.12 The Management Committee shall establish timelines and budgets for completion of Program tasks. The Management Committee shall rate the performance of the Program, and in turn rate the performance of the Program Manager, based upon the Program's ability to meet such approved timelines and budgets.

2.13 The Management Committee, through its Bylaws, may establish procedures for tracking, accounting for, and auditing the Program Fund.

Section 3. Program Budget

3.01 A collective budget for the Program (Program Budget) shall be based upon a projection of two consecutive fiscal year cycles, however, the Budget shall be adopted for only one fiscal year cycle. The Budget shall include a Contingency/Reserve Fund which shall not exceed ten percent (10%) of the operating costs of the adopted Budget.

3.02 The PARTIES shall each pay a yearly assessment into a fund established for Program operations for their assigned portion of the Program Budget. The proportionate share of the Program Budget that each PARTY shall pay is shown in the schedule marked Exhibit A hereto and incorporated by reference herein.

3.03 Except as provided in Section 6.03, the ending fund balance at the close of each fiscal year shall be disbursed annually to the PARTIES, or credited to the PARTIES' share of the next fiscal year's costs, in accordance with the PARTIES defined participation rates, as requested by each PARTY.

Section 4. Contracting/ Fiscal Agent

4.01 DISTRICT shall serve as the initial Contracting/Fiscal Agent for the Program.

4.02 DISTRICT may withdraw as the Contracting Fiscal Agent upon the provision of ninety days (90) days written notice to the Management Committee.

4.03 In the event that the Contracting/Fiscal Agent withdraws from the Program or from providing Contracting/Fiscal Agent services to the Program, another PARTY may serve as a successor Contracting/Fiscal Agent. Any PARTY willing to serve as successor Contracting/Fiscal Agent may be nominated by another PARTY. Selection of a Contracting/Fiscal Agent must be by majority vote of the Management Committee.

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4.04 The Contracting/Fiscal Agent shall act in a reasonable amount of time to execute contracts with Outside Contractors, including the Program Manager, which have been requested and approved by the Management Committee.

4.05 The Contracting/Fiscal Agent shall be the treasurer of Program funds. The Contracting/Fiscal Agent, in accordance with generally accepted accounting procedures, shall keep the Program funds segregated from any other funds administered by the Contracting/Fiscal Agent; shall credit the Program with appropriate interest income earned on Program funds in each fiscal year; and shall not expend any funds except in accordance with the annual budget approved by the Management Committee or as otherwise directed by the Management Committee.

4.06 The Contracting/Fiscal Agent shall provide a copy of any contract executed on behalf of the Program to any PARTY or person designated by any PARTY or the Management Committee upon request. The governing body of the Contracting/Fiscal Agent, at its discretion, may delegate authority to execute agreements and contracts approved by the Management Committee, to a designated employee. Notice of any such delegation of authority shall be provided to the Management Committee.

4.07 The Contracting/Fiscal Agent may request, as part of the annual Program Budget, reimbursement for reasonable and customary costs incurred in providing the services described hereunder. Reimbursement to the Contracting/Fiscal Agent shall be subject to Management Committee review and approval as part of the Program Budget.

Section 5. Ancillary Rights and Duties of the Parties

5.01 In addition to the participation in the Management Committee, the PARTIES accept and agree to perform the following duties:

1. Each will comply with the NPDES Permit conditions set forth in its Community-Specific plan;

2. Each will participate in Management Committee meetings and other required meetings of the PARTIES;

3. Each will implement its Community-Specific program;

4. Each will provide certain agreed upon reports to the Program for purposes of reporting, on a joint basis, compliance with applicable provisions of the NPOES Permit and the status of Program Item 7
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implementation; and

5. Each will individually address inter-agency issues, agreements or other cooperative efforts.

5.02 This Agreement does not restrict the PARTIES from the ability to individually (or collectively) request NPDES Permit modifications and/or initiate NPDES Permit appeals for permit provisions to the extent that a provision affects an individual party (or group of PARTIES); however, any such PARTY (or PARTIES) shall make reasonable efforts to provide advance notice of their action to the other PARTIES and allow them to comment upon or join in their action before proceeding.

Section 6. Term of Agreement

6.01 The term of this Agreement shall commence on the date the last duly authorized representative of the PARTIES executes it.

6.02 This Agreement shall have a term of five (5) years.

6.03 Any PARTY may terminate its participation in this Agreement by giving the Chair of the Management Committee at least thirty (30) day written notice. The terminating PARTY will bear the full responsibility for its compliance with the NPDES Permit commencing on the date it terminates its participation, including its compliance with both Community-Specific and Program-wide responsibilities.

Unless the termination is scheduled to be effective at the close of the fiscal year in which the notice is given, termination shall constitute forfeiture of all of the terminating PARTY's share of the Program Budget, for the fiscal year in which the termination occurred (both paid and obligated but unpaid amounts). In addition, unless notice of termination is provided at least ninety (90) days prior to the date established by the Management Committee for approval of the budget for the succeeding fiscal year, termination shall constitute forfeiture of all of the terminating PARTY's share of any unexpended, unencumbered funds remaining from all previous fiscal years. The cost allocations for the remaining PARTIES' may be recalculated for the following fiscal year by the PARTIES without the withdrawing PARTY's participation.

Section 7. General Legal Provisions

7.01. This Agreem ent supersedes any prior agreement among all the PARTIES regarding the Program, but does not supersede any other agreements between any of the PARTIES.

7.02 This Agreement may be amended by unanimous written agreement of the PARTIES. All PARTIES agree to bring any proposed amendment to this Agreement to their Council or Board, as applicable, within three (3) months following acceptance by the Management Committee.

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7.03 This Agreement may be executed and delivered in any number of copies ("counterpart") by the PARTIES, including by means of facsimile. When each PARTY has signed and delivered at least one counterpart to the Program, each counterpart shall be deemed an original and, taken together, shall constitute one and the same Agreement, which shall be binding and effective as to the PARTIES hereto.

7.04 No PARTY shall, by entering into this Agreement, participating in the Management Committee, or agreeing to serve as Fiscal Agent, Contracting Agent, Program Manager, and/or Legal Counsel, assume or be deemed to assume responsibility for any other PARTY in complying with the requirements of the NPDES Permit. This Agreement is intended solely for the convenience and benefit of the PARTIES hereto and shall not be deemed to be for the benefit of any third party and may not be enforced by any third party, including, but not limited to, the EPA, the SWRCB, and the RWQCB-SFBR, or any person acting on their behalf or in their stead.

7.05 In lieu of and notwithstanding the pro rata risk allocation which might otherwise be imposed between the PARTIES pursuant to Government Code Section 895.6, the PARTIES agree that all losses or liabilities incurred by a PARTY shall not be shared pro rata but instead the PARTIES agree that pursuant to the Government Code Section 895.4, each of the PARTIES hereto shall fully defend, indemnify and hold harmless each of the other PARTIES from any claim, expense or cost, damage or liability imposed for injury (as defined by Government Code Section 810.8) occurring by reason of the negligent acts of omissions or willful misconduct of the indemnifying PARTY, its officers agents or employees, under or in connection with or arising from any work, authority or jurisdictions delegated to such PA"'RTY under this Agreement, including but not limited to any non-compliance by a PARTY with its obligations under the Program NPDES Permit. No PARTY, nor any officer, board member, employee or agent thereof shall be responsible for any damage·or liability incurred by reason of the negligent acts or omissions or willful misconduct of the other parties hereto, their officers, board members, employees or agents under or in connection with or arising from any work, authority or jurisdictions delegated to such PARTY under this Agreement, including but not limited to any non-compliance by a PARTY with its obligations under the Program NPDES Permit.

7.06 In the event that suit shall be brought by either party to this contract, the Parties agree that venue shall be exclusively vested in the state courts of the County of Santa Clara, or where otherwise appropriate, exclusively in the United States District Court, Northern District of California, San Jose, California.

I I I
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EXHIBIT A

SANTA CLARA VALLEY URBAN RUNOFF POLLUTION PREVENTION PROGRAM

SCHEDULE OF COST-SHARING PROPORTIONS

Jurisdiction Proportional Share

Campbell 1.88%
Cupertino 2.46%
Los Altos 1.59%
Los Altos Hills 0.43%
Los Gatos 1.74%
Milpitas 2.75%
Monte Sereno 0.14%
Mountain View 3.91%
Palo Alto 4.06%
Santa Clara 6.23%
Saratoga 1.59°/4
Sunnyvale 7.25%
Santa Clara County 5.94%

Subtotal

39.97%

San Jose

30.01%
District 30.02%

TOTAL

100.00%
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JRG:MGD 10/19/99 76075_4 MCA
By:

SCVURPPP MEMORANDUM OF AGREEMENT Page 9 of 13

IN WITNESS WHEREOF, the PARTIES hereto have executed this Agreement as of the dates shown below.

SANTA CLARA VALLEY WATER DISTRICT, a body corporate and politic of the State of California
Date: DE_c_2_1_19_99
APPROVED AS TO FORM:

General unset
ATTEST:
:

COUNTY OF SANTA CLARA, a public entity of the State of California Date:

By:,
Chair, Board of Supervisors

APPROVED AS TO FORM:

By:

Deputy County Counsel

ATTEST:

Date:

By:

CITY OF

Date:

By:

Name:

Title:,

APPROVED AS TO FORM:

By:

Name:

Title:

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First Amendment to Agreement Providing For
Implementation of the Santa Clara Valley Urban Runoff
Pollution Prevention Program
as fully executed as of March 10, 2005

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1 FIRST AMENDMENT TO AGREEMENT

PROVIDING FOR IMPLEMENTATION
OF

THE SANTA CLARA VALLEY

URBAN RUNOFF POLLUTION PREVENTION PROGRAM

This first amendment to Agreement providing for implementation of the Santa Clara Valley Urban Runoff Pollution Prevention Program (THE "Amendment") is entered into by and between the SANTA CLARA VALLEY WATER DISTRICT, a local public agency of the State of California ("District"); CITY OF CAMPBELL, a municipal corporation of the State of California; CITY OF CUPERTINO, a municipal corporation of the State of California; CITY OF LOS ALTOS, a municipal corporation of the State of California; TOWN OF LOS ALTOS HILLS, a municipal corporation of the State of California; TOWN OF LOS GATOS, a municipal corporation of the State of Californi a; CITY OF MILPITAS, a municipal corporation of the State of California; CITY OF MONTE SERENO, a municipal corporation of the State of California; CITY OF MOUNTAIN VIEW, a municipal corporation of the State of California; CITY OF PALO ALTO, a municipal cor poration of the State of California; CITY OF SARATOGA, a municipal

corporation of the State of California; CITY OF SAN JOSE, a municipal corporation of the State of California; CITY OF SANTA CLARA, a municipal corporation of the State of California; CITY OF SUNNYVALE, a municipal corporation of the State of California; and COUNTY OF SANTA CLARA, a municipal corporation of the State of California.

All of the above mentioned entities are hereinafter collectively referred to as "Parties" or individually as "Party.''

RECITALS

A. The Parties previously entered into that certain Agreement Providing For Implementation of the Santa Clara Valley Urban Runoff Pollution Prevention Program (the "Agreement" or "MOA") pursuant to which the Parties established certain terms and conditions relating to the implementation and oversight of th e Santa Clara Valley Urban Runoff Pollution Prevention Program (the "Program"). A copy of the agreement is attached hereto as Appendix A. Unless otherwise set forth herein, all terms shall have the meaning set forth in the Agreement;

B. The Agreement provided for a five- year term, which, based on its execution, is currently set to conclude on or about March 10, 2005;

C. The Parties expect to utilize the Program to submit a reapplication for the NPDES Permit in early 2005 and to otherwise address a variety of matters related to assisting the Parties in effectuating compliance with the Permit after March 10, 2005;

D. The Parties therefore desire to extend the term of the MOA as set forth below;

E. Section 7.02 of the MOA provides that it may be amended by the unanimous written agreement of the Parties and that all Parties agree to bring any proposed amendments to their Council or Board, as applicable, within three (3) months following acceptance by the Management Committee; and
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2 NOW, THEREFORE, THE PARTIES HERETO FURTHER AGREE AS FOLLOWS:

Section 6.

Section 6.02 of the Agreement is hereby amended as follows:

6.02.01 This Agreement shall continue in full force and effect for an additional one year beyond its original termination date of March 10, 2005, unless otherwise terminated by the Parties in acc ordance with Section 6.03.

Section 2.

Section 2.04 of the Agreement is hereby amended as follows:

2.04.01 The Program shall conduct an independent review by December 31, 2005 to evaluate the MOA's cost allocation formula and evaluate the term, scope and cost of the Program MOA.

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3 IN WITNESS WHEREOF, The Parties have executed this Amendment effective as of March 10, 2005.

Santa Clara Valley Water District By:

Name:

Title:

Date:

County of Santa Clara: By:

Name:

Title:

Date:

City of : By:

Name:

Title:

Date:

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Second Amendment to Agreement Providing For
Implementation of the Santa Clara Valley Urban Runoff
Pollution Prevention Program
as fully executed as of March 10, 2006

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1 SECOND AMENDMENT TO AGREEMENT

PROVIDING FOR IMPLEMENTATION OF

THE SANTA CLARA VALLEY URBAN RUNOFF

POLLUTION PREVENTION PROGRAM

THIS SECOND AMENDMENT TO AGREEMENT PROVIDING FOR

IMPLEMENTATION OF THE SANTA CLARA VALLEY URBAN RUNOFF
POLLUTION PREVENTION PRO GRAM (the "Amendment") is entered into by and between the SANTA CLARA VALLEY WATER DISTRICT, a local public agency of the State of California ("District"); CITY OF CAMPBELL, a municipal corporation of the State of California; CITY OF CUPERTINO, a municipal corporation of the State of California; CITY OF LOS ALTOS, a municipal corporation of the State of California; TOWN OF LOS ALTOS HILLS, a municipal corporation of the State of California; TOWN OF LOS GATOS, a municipal corporation of the State of Californ ia; CITY OF MILPITAS, a municipal corporation of the State of California; CITY OF MONTE SERENO, a municipal corporation of the State of California; CITY OF MOUNTAIN VIEW, a municipal corporation of the State of California; CITY OF PALO ALTO, a municipal corporation of the State of California; CITY OF SAN JOSE, a municipal corporation of the State of California; CITY OF SANTA CLARA, a municipal corporation of the State of California; CITY OF SARATOGA, a municipal corporation of the State of California; CITY OF SUNNYVALE, a municipal corporation of the State of California; and COUNTY OF SANTA CLARA, a political subdivision of the State of California.

All of the above-mentioned entities are hereinafter collectively referred to as "Parties" or individually as "Party."

RECITALS

A. The Parties previously entered into that certain Agreement Providing For Implementation of the Santa Clara Valley Urban Runoff Pollution Prevention Program (the "Agreement" or "MOA'') pursuant to which the Parties established certain terms and conditions relating to the implementation and oversight of the Santa Clara Valley Urban Runoff Pollution Prevention Program (the "Program") , including a cost sharing allocation, which was appended thereto as Exhibit A. A copy of the Agreement, including Exhibit A, is attached hereto as Appendix 1. Unless otherwise set forth herein, all terms shall have the meaning set forth in the Agreement;

B. The Agreement originally provided for a five year term, which, based on its execution, was set to conclude on or about March 10, 2005. However, on or about February 20, 2005, the Parties unanimously entered into a First Amendment to the Agreement (attached hereto as Appendix 2), which extended the term of the Agreement by one additional year and, during that year, directed the Program to undertake a management and cost allocation review. The Program used an independent contractor to conduct the management and cost allocation review, which was completed and submitted to the Management Committee in November 2005;

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2 C. The Parties expect to utilize the Program to continue to represent their interests in negotiating the terms of a renewed NPDES Permit, which may manifest itself in a Municipal Regional Permit ("MRP"), in 2006, and to otherwise address a variety of matters related to assisting the Parties in effectuating compliance with the Permit and/or MRP after March 10, 2006;
D. The Parties also expect to continue to utilize the Program's preferred approach of achieving consensus to resolve issues and reach decisions, and to rely on the Majority Vote mechanism set forth in Section 2.08 of the Agreement at the Management Committee level only when consensus-based resolutions appear or become elusive;

E. The Parties desire to update the Agreement and extend the term of the MOA as set forth below;

F. Section 7.02 of the MOA provides that it may be amended by the unanimous written agreement of the Parties and that all Parties agree to bring any proposed amendments to their Council or Board, as applicable, within three (3) months following acceptance by the Management Committee; and
G. The Program's Management Committee accepted this Amendment for referral to the Parties' Councils and/or Boards at its meeting on December 15, 2005.

NOW, THEREFORE, THE PARTIES HERETO FURTHER AGREE AS
FOLLOWS:

1. Recognition of Current Permit. Recital F of the Agreement is hereby amended by the following additional subsections:

3. Order No. 01-024 (re-issued NPDES Permit No. CAS029718); adopted February 21, 2001;

4. Order No. 01-119 (Modification to re-issued NPDES Permit No.

CAS029718); adopted October 17, 2001;

5. Order No. R2-2005-0035 (Further Modification to re-issued NPDES Permit No. CAS029718); adopted July 20, 2005.

2. Cost Sharing Allocation. Effective with fiscal year 2007, the following footnote shall be deemed to have been added to "Exhibit A" of the MOA and to be shown by means of an asterisk placed immediately following the Proportional Share of "30.02%" shown for the District:

*One-third of the District's 30.02% contribution is expected to be from funding derived by the District from Outcome 2 and Activity 2.5 of the voter-adopted Clean Safe Creeks program; the remaining two-thirds of the District's contribution is expected to be derived by the District from property tax revenues.

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3 3. Contracting/Fiscal Agent. Section 4.02 of the Agreement is hereby replaced by the following:

In March 2005, the District notified the Management Committee that it was withdrawing as the Contracting/Fiscal Agent within ninety (90) days; the City of Sunnyvale thereafter agreed to serve as the Contracting/Fiscal Agent and was nominated to do so by another Party and selected as the Program's Contracting/Fiscal Agent by a major ity vote of the Management Committee. The City of Sunnyvale may withdraw as the Contracting/Fiscal Agent upon the provision of ninety (90) days written notice to the Management Committee.

4. Extension of Term of Agreement. Sections 6.02 and 6.02.01 of the Agreement, as previously amended, are hereby replaced as follows:

This Agreement shall have a term extending one fiscal year beyond the termination date of the next NPDES Permit issued to the Parties by the RWQCB -SFBR; such termination date shall, include any administrative extension of the next NPDES
Permit's term which occurs pursuant to the NPDES regulations.

5. Superseding Effect. This Second Amendment of the Agreement shall supersede and replace the First Amendment of t he Agreement.

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4 IN WITNESS WHEREOF, the Parties have executed this Amendment effective as of March 10, 2006.

Santa Clara Valley Water District: By:

Name:

Title:

Date:

County of Santa Clara: By:

Name:

Title:

Date:

City of _ : By:

Name:

Title:

Date:

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: City Attorney
Meeting Date: April 3, 2023
Report #:2303-1105
TITLE
Adopt a Resolution Expressing Concern for Public Safety and Urging State and Federal Action on Firearms in Sensitive Places.

RECOMMENDATION
Staff recommends the City Council adopt the attached Resolution expressing concern for public safety and urging state and federal action to expand the list of sensitive places where firearms may be prohibited.

BACKGROUND AND DISCUSSION
On March 6, 2023, the City Council considered emergency and standard ordinances prohibiting the possession of firearms in certain sensitive places recognized by the Supreme Court. The Council adopted the emergency ordinance as written and adopted the standard ordinance with one change: in addition to City property, the ordinance was to include the property of other units of government with their authorization.

The Council further directed staff to return with a draft resolution addressing the issue of firearms in sensitive places. The relevant portion of the motion as it appears in the draft minutes is:

3. Direct staff to return with a draft resolution stating that the City of Palo Alto is deeply concerned for the safety of its residents given the epidemic of gun violence in our county, state, and country, and but for recent Supreme Court and other court decisions that substantially reduce the City’s ability to ban firearms more broadly, the City of Palo Alto would prohibit firearms in a broader range of places, and the City calls on state and federal officials to do all they can to address this issue and broaden the list of sensitive places where firearms may be prohibited.

The motion passed 7-0.

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Staff have drafted the resolution accordingly and recommend adopting the resolution as attached.

ENVIRONMENTAL REVIEW
The adoption of this resolution does not meet the definition of a project under Public Resources Code Section 21065, thus, no environmental assessment under the California Environmental Quality Act is required.

ATTACHMENTS
Attachment A: Resolution Expressing Concern for Public Safety and Urging State and Federal Action on Firearms in Sensitive Places
APPROVED BY:

Molly Stump, City Attorney
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*NOT YET APPROVED* Attachment A
1 0003_20230316_ms29
Resolution No. ____
Resolution of the Council of the City of Palo Alto Expressing Concern for Public Safety and Urging State and Federal Action on Firearms in Sensitive Places

R E C I T A L S

A. The U.S. Supreme Court held in N.Y. State Rifle & Pistol Ass’n v. Bruen (2022), 142 S. Ct. 2111, that firearms regulations must be “consistent with the Nation’s historical tradition of firearm regulation.”

B. The Supreme Court has said that laws prohibiting the carrying of firearms in certain “sensitive places,” including “schools and government buildings,” and “legislative assemblies, polling places, and courthouses,” may be consistent with the Second Amendmen t.

N.Y. State Rifle & Pistol Ass’n v. Bruen (2022), 142 S. Ct. 2111; D.C. v. Heller (2008), 554 U.S. 570.

C. Subsequent court decisions , applying Bruen, have invalidated legislative provisions designating other locations as “sensitive.”

D. On March 6, 2023, the City Council adopted emergency and standard ordinances prohibiting the possession of firearms in the sensitive places that have been recognized by the Supreme Court.

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

SECTION 1
. The City of Palo Alto is deeply concerned for the safety of its residents given the epidemic of gun violence in our county, state, and country.

SECTION 2
. But for recent Supreme Court and other court decisions that substantially reduce the City’s ability to ban firearms more broadly, the City of Palo Alto would prohibit firearms in a broader range of places.

SECTION 3
. The City calls on state and federal officials to do all they can to address this issue and broaden the list of sensitive places where firearms may be prohibited.

//

//

//

//
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*NOT YET APPROVED* Attachment A
2 0003_20230316_ms29
SECTION 4. The Council finds that th e adoption of this resolution does not meet the definition of a project under Public Resources Code Section 21065, thus, no environmental assessment under the California Environmental Quality Act is required.

INTRODUCED AND PASSED:

AYES:

NOES:

ABSENT:

ABSTENTIONS:

ATTEST:

__________________________ _____________________________ City Clerk Mayor

APPROVED AS TO FORM: APPROVED:

__________________________ _____________________________ City Attorney City Manager

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: City Manager
Meeting Date: April 3, 2023
Report #:2303-1179
TITLE
Acceptance of $2,000,000 from the Consolidated Appropriation Act, 2022, Awarded by the Department of Health and Human Services Substance Abuse and Mental Health Services Administration (SAMHSA) for Assistance Related to North County TRUST (Trusted Response Urgent Support Team), an Alternative Response Pilot Program; Approval of a Contract with Momentum for Health for Assistance Related to North County TRUST with a Total Contract Amount Not to Exceed $1,931,706; and Approval of the Related Budget Amendment in the General Fund. CEQA status – not a project.

RECOMMENDATION
Staff recommends that Council:

1. Authorize the City Manager or their designee to accept $2,000,000 from the Consolidated Appropriation Act, 2022, awarded by the Department of Health and Human Services Substance Abuse and Mental Health Services Administration for assistance related to North County TRUST (Trusted Response Urgent Support Team), an alternative mental health response pilot program; and

2. Approve and authorize the City Manager or their designee to execute a contract with Momentum for Health for assistance related to North County TRUST with a total contract amount not to exceed $1,931,706; and

3. Amend the Fiscal Year 2023 Budget Appropriation for the General Fund (requires 2/3 approval) by:
a. Increasing the General Fund Non-Departmental revenue estimate for Revenue from Other Agencies for Consolidated Appropriation Act funding by $2,000,000; and
b. Increasing the Non-Departmental contract services appropriation by $2,000,000.

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BACKGROUND
In the wake of national conversations on policing, the City launched its Race and Equity framework which included many action items related to citywide diversity, equity, and inclusion as well as specific changes within the Police Department. At the time in 2020, the City was waiting to receive a clinician assigned from Santa Clara County to Palo Alto for the Psychiatric Emergency Response Team (PERT) program. While the Police Department continued to actively work with the County to get a PERT clinician assigned to Palo Alto, the City Council expressed a strong desire to see that program up and running as well as to see additional investments in alternative response programs to divert lower acuity calls from law enforcement to mental health professionals or those with lived experience. A program in Oregon, known as CAHOOTS (Crisis Assistance Helping Out on the Streets)1, was generally seen as the best practice model for this work. Staff researched options related to alternative response programs for Palo Alto.

On July 16, 2021, Representative Anna Eshoo announced she was successful in securing $5 million for local projects in Palo Alto, including $2 million for the mental health alternative response pilot program.2 The City then applied to the related Notice of Funding Opportunity when it became available and received notice of award in September 2022. The City's original request mirrored the CAHOOTS model of alternative mental health response involving a call center and outreach team in partnership with the cities of Mountain View and Los Altos. At that time there was no mental health alternative response program dedicated to north Santa Clara County. In its application, the City proposed a pilot program that would proactively help individuals in crisis for mental health, homelessness, teen wellness/stress and similar “lower tier” quality of life calls for service. While requesting this Federal funding, the City also advocated to Santa Clara County for inclusion of a north Santa Clara County location for their new CAHOOTS-like program that was being developed and reviewed at that time.

ANALYSIS
In November 2022, Santa Clara County launched that program, an alternative response program called TRUST (Trusted Response Urgent Response Team), serving three locations: San José, Gilroy, and North County. The North County location is operated by Momentum for Health and is based in Palo Alto. The County program is authorized for up to five years3 and consists of a call center team and three location-based, onsite field teams. Each field team includes a mental health worker, a first aid provider, and a specially trained community resident with first-hand experience with mental health challenges. TRUST serves as an alternative to law 1 https://www.eugene-or.gov/4508/CAHOOTS
2 July 16, 2021, U.S. Rep. Eshoo, press release. https://eshoo.house.gov/media/press-releases/rep-eshoo-secures- funding-local-projects-expand-education-mitigate-traffic- and?utm_source=Coronavirus+Updates&utm_campaign=bf8b72539a- EMAIL_CAMPAIGN_2021_07_22_11_39&utm_medium=email&utm_term=0_d8eda03e5f-bf8b72539a- ; August 8, 2021, Council Info Report. https://www.cityofpaloalto.org/files/assets/public/agendas-minutes- reports/reports/city-manager-reports-cmrs/year-archive/2021/id-13474.pdf 3 The contract duration is four years but is authorized for one annual renewal.

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enforcement response. It is focused on responding to individuals in crisis, providing follow-up and referrals, as needed, and de-escalating high stress situations. This program is in addition to the City’s PERT and the County’s Mobile Crisis Response Teams (MCRT) programs which are intended to handle higher acuity calls for service than TRUST.

The City pilot program will augment North County TRUST. It will provide outreach and engage with the community to inform and educate about the new alternative response services, provide needed ongoing support to individuals in crisis, and train 1,040 individuals in mental health first aid to make referrals to behavioral health services and alternative response program/community mobile response. Ongoing support activities will include necessary follow- up after initial interactions, case management, and assistance in system navigation. There will also be a third-party evaluation of this work and whether it is meeting City, North County, and federal goals. Staff will return to Council after a procurement process for an evaluator.

A team of eight community outreach workers will conduct community outreach and engagement activities in the cities of Palo Alto, Mountain View, and Los Altos. The purpose of the outreach is to inform and educate residents and businesses about North County TRUST.

These workers will also engage with local community-based providers to let them know about the new services and how to access these so they can in turn share the information with their constituencies. Additionally, two case managers will support people who have had a field visit from North County TRUST, to provide follow-up and assistance in engaging and linking to needed services. Case managers will act as system navigators and assist clients with various needs (e.g., healthcare, housing, education, etc.). In addition, certified Mental Health First Aid (MHFA) instructors will train individuals in MHFA who will then make referrals to behavioral health services, including TRUST. The trainings will include a variety of modules that address specific populations (e.g., youth, adult, older adult, veteran, fire, emergency medical services) and will be provided to school personnel, social service providers, families, and the community at large.

Procurement Process
Palo Alto Municipal Code (PAMC) section 2.30.360(k) authorizes the City to rely on another public agency’s contract terms in lieu of conducting a competitive solicitation if the other agency’s process and terms are consistent with the City’s. Santa Clara County conducted an extensive procurement process to identify a provider for their alternative response program.

The process included a request for proposals, approval by the Local Mental Health Board, a 30- day public comment period, and Board of Supervisors approval. Both the solicitation and contract was reviewed with the City’s Procurement Officer. Due to grant award time constraints and the labor market for mental health assistance and support, utilizing the County’s contract results in the best overall value compared to the City performing its own solicitation. The County’s contract-covered services include: responding to in-person behavioral health-related crisis calls, performing needs assessments, providing behavioral health stabilization and resolution onsite and/or transporting clients to other resources for further assistance, following Item 9
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up with clients to provide linkage and referrals to prevent future crisis, and community engagement and outreach to raise program trust and awareness in the community.

As mentioned earlier, in addition to the $1,931,706 contract with Momentum for Health, staff anticipates a separate procurement process and resulting $68,294 contract for evaluation of the program.

Time Constraints
It took time to develop a program that met federal scope requirements yet was not duplicative of the County program. The resulting contract with Momentum for Health is for 10 months.

The federal money must be spent within 12 months of award (i.e., September 2023). There is the possibility of up to a three-month extension. If Council accepts the grant, approves the contract, and approves the budget change request now, this would mean, at best, a ten-month program length. There is difficulty industry-wide hiring and retaining mental health workers.

Given this context, staff has structured the contract to set a floor for a minimum level of service but left room for additional service provision should need arise.

In addition, staff is exploring the feasibility of if the earmark scope could be updated to use these funds to fund a clinician for the City's PERT program. With the focus on non-law enforcement alternative response programs through the earmark, using the funds for the PERT clinician directly linked to a law enforcement officer will likely not be approved by the funding agency in addition to the timing impacts that arise through a scope change for this one-year funding.

FISCAL/RESOURCE IMPACT
This net neutral action will increase the General Fund Non-Departmental revenue and expenditure appropriations each by $2,000,000 in recognition of an awarded grant. The federal award is a new, one-time funding source for one year. Other resource impacts include ten percent of an existing staff person’s effort to manage compliance with SAMHSA guidelines and reporting, including successful implementation of the project’s goals and objectives. This effort is assigned to an Assistant to the City Manager and represents approximately 0.10 full time equivalent (FTE) level of effort.

STAKEHOLDER ENGAGEMENT
To develop a City program and understand the County program, City staff met regularly with Los Altos, and Mountain View, and County representatives. City staff also have attended monthly TRUST Community Advisory Board meetings consisting of TRUST staff, County staff, community members with lived experience, service providers, and representatives from cities.

The monthly meeting is a working meeting to share data, discuss lessons learned, and improve service delivery.

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ENVIRONMENTAL REVIEW
Council acceptance of funding, approval of the contract, and amendment of the budget does not constitute a ”project” under the California Environmental Protection Act (CEQA).

ATTACHMENTS
Attachment A: Notice of Award
Attachment B: Detailed Budget
Attachment C: Professional Services Agreement & Exhibits APPROVED BY:

Ed Shikada, City Manager
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Version: 199 - 7/15/2022 6:05 PM | Generated on: 3/16/2023 12:11 AM

Department of Health and Human Services
Substance Abuse and Mental Health Services Administration Center for Flex Grants
Notice of Award
FAIN# H79FG000738
Federal Award Date
03/16/2023
Recipient Information

1. Recipient Name

CITY OF PALO ALTO
250 HAMILTON AVE
PALO ALTO, 94301

2. Congressional District of Recipient
18 3. Payment System Identifier (ID)
1946000389A1

4. Employer Identification Number (EIN)
946000389

5. Data Universal Numbering System (DUNS)
050520782

6. Recipient’s Unique Entity Identifier
W1ZRG61RG5V7

7. Project Director or Principal Investigator
Melissa McDonough
[email protected]
650-3292533

8. Authorized Official
Chantal Gaines
[email protected]
650-329-2572
Federal Agency Information

9. Awarding Agency Contact Information
Andrew Payne
Grants Management Specialist
Center for Flex Grants
[email protected]
(240) 276-1238

10. Program Official Contact Information
Bethaney Myers
Center for Flex Grants
[email protected]
240-276-1579
Federal Award Information

11. Award Number
6H79FG000738-01M005

12. Unique Federal Award Identification Number (FAIN)
H79FG000738

13. Statutory Authority
Consolidated Appropriation Act, 2022 [P.L. 117-103]

14. Federal Award Project Title
Assistance related to an Alternative Response Pilot Program which would proactively help individuals in crisis for mental health, homelessness, teen wellness/stress, and similar calls for service.

15. Assistance Listing Number

93.493

16. Assistance Listing Program Title
Community Funded Projects

17. Award Action Type
Amendment

18. Is the Award R&D?
No
Summary Federal Award Financial Information

19. Budget Period Start Date 09/30/2022 – End Date 09/29/2023

20. Total Amount of Federal Funds Obligated by this Action $0 20a. Direct Cost Amount $158,545
20b. Indirect Cost Amount $-158,545

21. Authorized Carryover $0

22. Offset $0

23. Total Amount of Federal Funds Obligated this budget period $2,000,000

24. Total Approved Cost Sharing or Matching, where applicable $0

25. Total Federal and Non-Federal Approved this Budget Period $2,000,000 ---------------------------------------------------------------------------------------------------------

26. Project Period Start Date 09/30/2022 – End Date 09/29/2023

27. Total Amount of the Federal Award including Approved Cost Sharing or Matching this Project Period
$2,000,000

28. Authorized Treatment of Program Income
Additional Costs

29. Grants Management Officer - Signature
Andrew Payne

30. Remarks
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Acceptance of this award, including the "Terms and Conditions," is acknowledged by the recipient when funds are drawn down or otherwise requested from the grant payment system.

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Version: 199 - 7/15/2022 6:05 PM | Generated on: 3/16/2023 12:11 AM Notice of Award
FY 2022 Congressional Directive Spending Projects Issue Date: 03/16/2023 Department of Health and Human Services
Substance Abuse and Mental Health Services Administration Center for Flex Grants
Award Number: 6H79FG000738-01M005
FAIN: H79FG000738
Program Director: Melissa McDonough
Project Title: Assistance related to an Alternative Response Pilot Program which would proactively help individuals in crisis for mental health, homelessness, teen wellness/stress, and similar calls for service.

Organization Name: CITY OF PALO ALTO
Authorized Official: Chantal Gaines
Authorized Official e-mail address: [email protected] Budget Period: 09/30/2022 – 09/29/2023
Project Period: 09/30/2022 – 09/29/2023
Dear Grantee:

The Substance Abuse and Mental Health Services Administration hereby awards a grant in the amount of $0 (see “Award Calculation” in Section I and “Terms and Conditions” in Section III) to CITY OF PALO ALTO in support of the above referenced project. This award is pursuant to the authority of Consolidated Appropriation Act, 2022 [P.L. 117-103] and is subject to the requirements of this statute and regulation and of other referenced, incorporated or attached terms and conditions.

This award addresses the following Amendment requests:
Budget Revision (6H79FG000738-01L001)
Award recipients may access the SAMHSA website at www.samhsa.gov (click on “Grants” then SAMHSA Grants Management), which provides information relating to the Division of Payment Management System, HHS Division of Cost Allocation and Postaward Administration Requirements. Please use your grant number for reference.

Acceptance of this award including the “Terms and Conditions” is acknowledged by the grantee when funds are drawn down or otherwise obtained from the grant payment system.

If you have any questions about this award, please contact your Grants Management Specialist and your Government Project Officer listed in your terms and conditions.

Sincerely yours,
Andrew Payne
Grants Management Officer
Division of Grants Management
See additional information below
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Version: 199 - 7/15/2022 6:05 PM | Generated on: 3/16/2023 12:11 AM SECTION I – AWARD DATA – 6H79FG000738-01M005
Award Calculation (U.S. Dollars)
Personnel(non-research)$0
Fringe Benefits$0
Equipment$0
Contractual$2,000,000
Other$0
Direct Cost $2,000,000
Approved Budget $2,000,000
Federal Share $2,000,000
Cumulative Prior Awards for this Budget Period $2,000,000 AMOUNT OF THIS ACTION (FEDERAL SHARE) $0

SUMMARY TOTALS FOR ALL YEARS

YR AMOUNT
1 $2,000,000
Note: Recommended future year total cost support, subject to the availability of funds and satisfactory progress of the project.

Fiscal Information:

CFDA Number: 93.493
EIN: 1946000389A1
Document Number: 22FG00738E
Fiscal Year: 2022
IC CAN Amount FG C96CF01 $0 IC CAN 2022
FG C96CF01 $0
FG Administrative Data:

PCC: CDS-CMHS / OC: 4145
SECTION II – PAYMENT/HOTLINE INFORMATION – 6H79FG000738-01M005 Payments under this award will be made available through the HHS Payment Management System (PMS).

PMS is a centralized grants payment and cash management system, operated by the HHS Program Support Center (PSC), Division of Payment Management (DPM). Inquiries regarding payment should be directed to: The Division of Payment Management System, PO Box 6021, Rockville, MD 20852, Help Desk Support – Telephone Number: 1-877-614-5533.

The HHS Inspector General maintains a toll-free hotline for receiving information concerning fraud, waste, or abuse under grants and cooperative agreements. The telephone number is: 1-800-HHS-TIPS (1-800- 447-8477). The mailing address is: Office of Inspector General, Department of Health and Human Services, Attn: HOTLINE, 330 Independence Ave., SW, Washington, DC 20201.

SECTION III – TERMS AND CONDITIONS – 6H79FG000738-01M005 Item 9
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Version: 199 - 7/15/2022 6:05 PM | Generated on: 3/16/2023 12:11 AM This award is based on the application submitted to, and as approved by, SAMHSA on the above-title project and is subject to the terms and conditions incorporated either directly or by reference in the following:
a. The grant program legislation and program regulation cited in this Notice of Award. b. The restrictions on the expenditure of federal funds in appropriations acts to the extent those restrictions are pertinent to the award.
c. 45 CFR Part 75 as applicable.
d. The HHS Grants Policy Statement.
e. This award notice, INCLUDING THE TERMS AND CONDITIONS CITED BELOW.

Treatment of Program Income:

Use of program income – Additive: Recipients will add program income to funds committed to the project to further eligible project objectives. Sub-recipients that are for-profit commercial organizations under the same award must use the deductive alternative and reduce their subaward by the amount of program income earned.

In accordance with the regulatory requirements provided at 45 CFR 75.113 and Appendix XII to 45 CFR Part 75, recipients that have currently active Federal grants, cooperative agreements, and procurement contracts with cumulative total value greater than $10,000,000 must report and maintain information in the System for Award Management (SAM) about civil, criminal, and administrative proceedings in connection with the award or performance of a Federal award that reached final disposition within the most recent five-year period. The recipient must also make semiannual disclosures regarding such proceedings. Proceedings information will be made publicly available in the designated integrity and performance system (currently the Federal Awardee Performance and Integrity Information System (FAPIIS)). Full reporting requirements and procedures are found in Appendix XII to 45 CFR Part 75.

SECTION IV – FG SPECIAL TERMS AND CONDITIONS – 6H79FG000738-01M005

REMARKS
Post Award Amendment - Revised Budget
This award reflects approval of the revised budget submitted on March 06, 2023 in response to the Request for Additional Materials (RAM).

This is a post-award amendment; therefore, this NoA reflects the current budget year only.

STANDARD TERMS OF AWARD:

All previous terms and conditions remain in effect until specifically approved and removed by the Grants Management Officer.

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Version: 199 - 7/15/2022 6:05 PM | Generated on: 3/16/2023 12:11 AM Staff Contacts:

Bethaney Myers, Program Official
Phone: 240-276-1579 Email: [email protected] Andrew Payne, Grants Specialist
Phone: (240) 276-1238 Email: [email protected] Fax: (240) 276-1430 Item 9
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SAMHSA Detailed Budget and Narrative Justification

Feb 22, 2023Applicant/RecipientApplication/Award NumberCity of Palo AltoH79FG000738Project Title:Mental Health Alternative Response ProgramStart DateEnd DateBudget YearBudget Period:09/30/202209/29/20231For Multi-Year Funded (MYF) awards only (not applicable to new applications for funding) Check the box to select the Incremental PeriodCOST SHARING AND MATCHINGYESNOMatching Required:A. PersonnelLine Item #PositionNameKey Position per the NOFOCheck if Hourly RateCalculationHourly RateHours# of StaffAnnual Salary% Level of Effort (LOE)Personnel CostFEDERAL REQUEST1 $0$0TOTAL$0$0Line Item #Personnel Narrative:1 Salary# of StaffLOE Personnel Cost$0Show In-Kind Personnel Table In-Kind PersonnelLine Item #PositionNameKey Position per the FOACheck if Hourly RateHourly RateHours# of StaffAnnual Salary% Level of Effort (LOE)1Project directorMelissa McDonough1$157,18510.00%Line Item #In-Kind Personnel Narrative:1Project directorMelissa McDonoughKey PersonnelSalary$157,185# of Staff1LOE10.00% Personnel Cost$15,718B. Fringe Benefits Our organization's fringe benefits consist of the components shown below:Fringe ComponentRate (%) Item 9
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Feb 22, 2023Total Fringe Rate Fringe Benefits CostLine Item #PositionNameCalculationPersonnel CostTotal Fringe Rate (%)Fixed / Lump Sum Fringe (if any) Fringe Benefits CostFEDERAL REQUEST1 $0$0$0TOTAL$0$0Fringe Benefits Narrative: C. TravelTrip #PurposeDestinationCalculationItemCost / Rate per ItemBasisQuantity per PersonNumber of PersonsTravel CostFEDERAL REQUEST1 $0$0 TOTAL$0$0Trip #Travel Narrative:1 Travel Cost$0D. EquipmentLine Item #ItemCheck if Item is a VehicleCalculationQuantityPurchase or Rental/Lease CostPercent Charged to the ProjectEquipment CostFEDERAL REQUEST1 $0$0TOTAL$0$0Line Item #Equipment Narrative: 1QuantityPurchase or Rental/Lease Cost % Charged to the ProjectEquipment Cost$0E. SuppliesLine Item #ItemCalculationUnit CostBasisQuantityDurationSupplies CostFEDERAL REQUEST Item 9
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Feb 22, 2023Line Item #ItemCalculationUnit CostBasisQuantityDurationSupplies CostFEDERAL REQUEST1 $0$0TOTAL $0$0Line Item #Supplies Narrative: 1Unit CostBasisQuantityDurationSupplies Cost$0F. ContractualSummary of Contractual CostsAgree-ment #Name of Organization or ConsultantType of AgreementContractual CostFEDERAL REQUEST1Momentum for HealthSubaward$1,931,706$1,931,7062To be determinedSubaward$68,294$68,294TOTAL$2,000,000$2,000,000Contractual Details forMomentum for HealthAgree-ment #Services and Deliverables Provided1Momentum for Health will deploy a team of eight (8) promotores/as or community outreach workers who will deliver community outreach and engagement activities in the cities of Palo Alto, Mountain View and Los Altos. The purpose of the outreach is to inform and educate the residents and businesses of the new alternative response team, the TRUST program. Promotores/as will also engage with local community-based providers to let them know about the new services and how to access these so they can in turn share the information with their constituencies. It is expected that during the year, each promotor/a will engage in two community contacts per day each week for a combined total of 5,760 contacts (2 contacts per day x 8 promotores/as x 48 week = 5,760). The 48 weeks account for major holidays, staff vacation and sick days. Two 2.0 FTE case managers will support individuals who have had a field visit from the alternative response team, to provide follow-up and assistance in engaging and linking to needed services. Case managers will act as system navigators and assist clients with various needs including addressing those that impact their social determinants of health (i.e., healthcare, housing, education, community and social support, and economic stability). The case managers will follow up and help connect clients with needed healthcare like behavioral health and psychiatry, primary care, dentistry, and getting medications filled. The case managers will also help clients who qualify, enroll to receive entitlement benefits. The case managers will also have knowledge of Emergency Assistance Network (EAN) agencies and help clients connect with these to get basic services such as shelter and housing, groceries, and even warm meals. From County estimates, the alternative response team is expected to receive approximately 1,600 calls with a need of about 480 resulting in a field response by the team. A fraction of these 480 individuals will be served by the case managers for this project. In addition, certified Mental Health First Aid (MHFA) Instructors will train 2,080 individuals in MHFA who will then make a total of 1,040 referrals to behavioral health services over one year. The trainings will include a variety of modules that address specific populations as mentioned above (youth, adult, older adults). Assuming an average class size of 20, this Item 9
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SAMHSA Detailed Budget and Narrative Justification

Feb 22, 2023Agree-ment #Services and Deliverables Providedresults in 104 trainings, or 2 trainings per week.PersonnelFringe BenefitsSuppliesOtherTravelEquipmentIndirect Charges Contractual Personnel Costs forMomentum for HealthLine Item #PositionNameKey Position per the NOFOCheck if Annual SalaryCalculationHourly RateHours# of PersonsAnnual Salary% Level of Effort (LOE)Contractual Personnel CostFEDERAL REQUEST1Community CollaboratorTo be determined $26.72 2,0808100.00%$444,621$444,6212Mental Health First Aid InstructorTo be determined $33.55 2,0801100.00%$69,784$69,7843Case ManagerTo be determined $33.65 2,0802100.00%$139,984$139,9844Program CoordinatorTo be determined $46.80 1,768185.00%$82,742$82,7425Program ManagerTo be determined $36.78 1,768185.00%$65,027$65,027TOTAL$802,158$802,158Line Item #Contractual Personnel Narrative:1Community CollaboratorTo be determinedKey PersonnelHourly Rate$26.72# of Persons8Hours2,080 Personnel Cost$444,621Role: Providing outreach, engagement and connections to the community. Qualifications (Quals): Multilingual preferred, but not required. Experience: Lived experience as a member of or close work history with population of focus. Familiarity: Relevant educational, work, or lived experience/background with population of focus.2Mental Health First Aid InstructorTo be determinedKey PersonnelHourly Rate$33.55# of Persons1Hours2,080 Personnel Cost$69,784Role: Training individuals in mental health first aid who will then make referrals to behavioral health services. Quals: Requisite certification. Experience: Training similar populations. Familiarity: Mental health or general health, vulnerable populations. NOTE: While we anticipate a minimum of 832 hours (40% LOE), depending on project needs this could be up to 2,080 hours.3Case ManagerTo be determinedKey PersonnelHourly Rate$33.65# of Persons2Hours2,080 Personnel Cost$139,984Role: Supporting individuals who have had a field visit and need assistance in engaging and linking to services, as well as engaging in follow up. Quals: Associate's Degree or higher preferred, but not required. Experience: Several years experience working with behavioral health populations. Familiarity: Mental health or general health, vulnerable populations.4Program CoordinatorTo be determinedKey PersonnelHourly Rate$46.8# of Persons1Hours1,768 Personnel Cost$82,742Role: Managing staff and daily operations, delivering expected outcomes. Quals: College degree desired but not required. Experience: Nonprofit program management, grants management. Familiarity: Mental health or general health, geographic area, vulnerable populations. NOTE: While we anticipate a minimum of 1,560 hours (75% LOE), depending on project needs this could be up to 1,768 hours.Program ManagerTo be determinedKey PersonnelHourly Rate$36.78# of Persons1Hours1,768 Personnel Cost$65,027Role: Managing staff and daily operations, delivering expected outcomes. Quals: College degree preferred.

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Feb 22, 2023Line Item #Contractual Personnel Narrative:5Experience: Nonprofit management, grants management. Familiarity: Mental health or general health, geographic area, vulnerable populations. NOTE: While we anticipate a minimum of 1,560 hours (75% LOE), depending on project needs this could be up to 1,768 hours. Contractual Fringe Benefits Costs forMomentum for Health Contractual fringe benefits consist of the components shown below: Contractual Fringe ComponentRate (%)Medical, health, dental, and other25.00%Total Fringe Rate25.00% Contractual Fringe Benefits CostsLine Item #PositionNameCalculationContractual Personnel CostTotal Fringe Rate (%)Fixed / Lump Sum Fringe (if any) Contractual Fringe Benefits CostFEDERAL REQUEST1Community CollaboratorTo be determined$444,62125.00%$111,155$111,1552Mental Health First Aid InstructorTo be determined$69,78425.00%$17,446$17,4463Case ManagerTo be determined$139,98425.00%$34,996$34,9964Program CoordinatorTo be determined$82,74225.00%$20,686$20,6865Program ManagerTo be determined$65,02725.00%$16,257$16,257TOTAL$200,540$200,540Contractual Fringe Benefits Narrative: Contractual Travel Costs forMomentum for HealthTrip #PurposeDestinationCalculationItemCost / Rate per ItemBasisQuantity per PersonNumber of PersonsContract Travel CostFEDERAL REQUEST1MileageTo/from outreach events, clients/services, from Palo Alto in north County and connecting with services throughout Santa Clara CountyLocal Travel (POV Mileage)$0.625Mile4,200.0013$34,125$34,125TOTAL$34,125$34,125Trip #Contractual Travel Narrative:1MileageTo/from outreach events, clients/services, from Palo Alto in north County and connecting with services throughout Santa Clara CountyTravel Cost$34,125Assuming, on average, approximately 250-270 miles per month, for twelve months for the community collaborators, case managers, and instructor.

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Feb 22, 2023 Contractual Supplies Costs forMomentum for HealthLine Item #ItemCalculationUnit Cost BasisQuantity DurationContractual Supplies CostFEDERAL REQUEST1Laptop $1,100.00 13.00$14,300$14,3002Monitor $298.00 13.00$3,874$3,8743Docking station $240.00 13.00$3,120$3,1204Mouse and keyboard $55.00 13.00$715$7155Cellphone $760.00 13.00$9,880$9,8806Software licenses (Zoom, 8x8) $18.00 13.0012.00$2,808$2,8087Copier rental $300.00 1.0012.00$3,600$3,6008Training materials $23.95 2,080.00$49,816$49,816TOTAL $88,113$88,113Line Item #Contractual Supplies Narrative: 1LaptopUnit Cost $1,100.00 BasisQuantity13.00DurationSupplies Cost$14,300Laptops for staff to use in their daily work.2MonitorUnit Cost $298.00 BasisQuantity13.00DurationSupplies Cost$3,874Monitors for staff to set up in their desk area.3Docking stationUnit Cost $240.00 BasisQuantity13.00DurationSupplies Cost$3,120Docking station for staff to set up in their desk area4Mouse and keyboardUnit Cost $55.00 BasisQuantity13.00DurationSupplies Cost$715Mouse and keyboard for staff to use.5CellphoneUnit Cost $760.00 BasisQuantity13.00DurationSupplies Cost$9,880Cellphone purchase and annual subscription.6Software licenses (Zoom, 8x8)Unit Cost $18.00 BasisQuantity13.00Duration12.00Supplies Cost$2,808Monthly fee to use Zoom and 8x8 platforms.7Copier rentalUnit Cost $300.00 BasisQuantity1.00Duration12.00Supplies Cost$3,600Rental fee for copy machine for the program.8Training materialsUnit Cost $23.95 BasisQuantity2,080.00DurationSupplies Cost$49,816$23.95 per person trained, 20 participants per training, 2 trainings per week for one year. Contractual Other Costs forMomentum for HealthLine Item #ItemCheck for Minor A&RCalculationUnit Cost / RateBasisQuantityDuration Contractual Other CostFEDERAL REQUEST1Outreach materials $15,000.00 30.00$450,000$450,0002Office supplies $5,000.00 1.00$5,000$5,000 Item 9
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Feb 22, 2023Line Item #ItemCheck for Minor A&RCalculationUnit Cost / RateBasisQuantityDuration Contractual Other CostFEDERAL REQUEST3Office space rental $6,000.00 monthly12.00$72,000$72,0004MHFA Certification Training $2,200.00 one- time13.00$28,600$28,6005Contract MHFA Instructors $3,000.00 per training16.00$48,000$48,000TOTAL$603,600$603,600Line Item #Contractual Other Narrative:1Outreach materialsUnit Cost/Rate $15,000.00 BasisQuantity30.00DurationOther Cost$450,000Bus advertising, paid ads (digital and print), printed outreach materials, graphic design services. 2Office suppliesUnit Cost/Rate $5,000.00 BasisQuantity1.00DurationOther Cost$5,000Paper, pens, pencils, etc.3Office space rentalUnit Cost/Rate $6,000.00 Basis monthlyQuantity12.00DurationOther Cost$72,000Rental fee for office space to house the program.4MHFA Certification TrainingUnit Cost/Rate $2,200.00 Basisone- timeQuantity13.00DurationOther Cost$28,600One-time certification training fee for new instructors.5Contract MHFA InstructorsUnit Cost/Rate $3,000.00 Basisper trainingQuantity16.00DurationOther Cost$48,000Fee for contract MHFA instructors. Contractual Total Direct Charges forMomentum for HealthTOTAL DIRECT CHARGES FOR THIS AGREEMENTTOTAL FEDERAL REQUEST$1,728,536 Contractual Indirect Charges forMomentum for HealthCalculationIDC Rate (%)BaseContractual IDCFEDERAL REQUEST15.00%$1,354,468$203,170$203,170TOTAL$203,170$203,170Contractual Indirect Charges Narrative: Contractual Total Cost forMomentum for HealthTOTAL COSTTOTAL FEDERAL REQUEST$1,931,706$1,931,706Contractual Details forTo be determined Item 9
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SAMHSA Detailed Budget and Narrative Justification

Feb 22, 2023Agree-ment #Services and Deliverables Provided2Assessment of program effectiveness: collection of data on type/number of outreach and connections, including follow-up check-ins on people who accessed the program, identification of key expected outcomes of an effective program, and analysis and report on program effectiveness against expected outcomes. PersonnelFringe BenefitsSuppliesOtherTravelEquipmentIndirect Charges Contractual Other Costs forTo be determinedLine Item #ItemCheck for Minor A&RCalculationUnit Cost / RateBasisQuantityDuration Contractual Other CostFEDERAL REQUEST1Services rendered $68,294.00 Annual1.00$68,294$68,294TOTAL$68,294$68,294Line Item #Contractual Other Narrative:1Services renderedUnit Cost/Rate $68,294.00 Basis AnnualQuantity1.00DurationOther Cost$68,294 Contractual Total Direct Charges forTo be determinedTOTAL DIRECT CHARGES FOR THIS AGREEMENTTOTAL FEDERAL REQUEST$68,294 Contractual Total Cost forTo be determinedTOTAL COSTTOTAL FEDERAL REQUEST$68,294$68,294G. Construction: Not Applicable H. OtherLine Item #ItemCheck if Minor A&RCalculationUnit Cost / RateBasisQuantityDuration Other CostFEDERAL REQUEST1 $0$0TOTAL $0$0Line Item #Other Narrative:Unit Cost/RateBasisQuantityDurationOther Cost$0 Item 9
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SAMHSA Detailed Budget and Narrative Justification

Feb 22, 2023Line Item #Other Narrative:1I. Total Direct ChargesTOTAL DIRECT CHARGESTOTAL FEDERAL REQUEST$2,000,000J. Indirect ChargesType of IDC Rate / Cost Allocation PlanWe elect to charge the de minimis rate of 10%De Minimis Rate Statement (we have never received a federally negotiated IDC rate):We have never received an approved federally negotiated IDC rate and we are electing to charge the de minimis rate of 10% of modified total direct costs (MTDC) until such time we have an approved federally negotiated IDC rate. We will use the de minimis rate consistently for all federal awards until we choose to negotiate for an IDC rate, which we may apply to do at any time. Indirect ChargesCalculationDe Minimis Rate (%)MTDC BaseIDCFEDERAL REQUEST10.00%$0$0TOTAL$0$0Indirect Charges Narrative:REVIEW OF COST SHARING AND MATCHINGCost sharing or matching is not required for this grant.BUDGET SUMMARY: YEAR1BUDGET CATEGORYFEDERAL REQUESTA. Personnel$0B. Fringe Benefits$0C. Travel$0D. Equipment$0 Item 9
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Feb 22, 2023E. Supplies$0F. Contractual$2,000,000G. Construction (N/A)$0H. Other$0I. Total Direct Charges (sum of A to H) $2,000,000J. Indirect Charges$0Total Projects Costs (sum of I and J) $2,000,000BUDGET SUMMARY FOR REQUESTED FUTURE YEARSYear2Year3Year4Year5Budget CategoryFEDERAL REQUESTFEDERAL REQUESTFEDERAL REQUESTFEDERAL REQUESTA. PersonnelB. Fringe BenefitsC. TravelD. EquipmentE. SuppliesF. ContractualG. Construction$0$0$0$0H. OtherI. Total Direct Charges (sum A to H)$0$0$0$0J. Indirect ChargesTotal Project Costs (sum of I and J)$0$0$0$0Budget Summary Narrative:FUNDING LIMITATIONS / RESTRICTIONSFunding Limitation/Restriction Year1Year2Year3Year4Year5Total for Budget CategoryA. PersonnelB. Fringe Benefits Item 9
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Feb 22, 2023C. TravelD. EquipmentE. SuppliesF. ContractualH. OtherI. Total Direct Charges (sum A to H)J. Indirect ChargesTOTAL for the Budget YearPercentage of the Budget0.000%Funding Limitation/Restriction Narrative:

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BUDGET INFORMATION - Non-Construction Programs OMB Number: 4040-0006 Expiration Date: 02/28/2022SECTION A - BUDGET SUMMARYGrant Program Function or Activity (a) Catalog of Federal Domestic Assistance Number (b)Estimated Unobligated FundsFederal (c)Non-Federal (d)New or Revised BudgetFederal (e)Non-Federal (f)Total (g)1. $2,000,000$0$2,000,0002.3.4.5.Totals$2,000,000$0$2,000,000 Standard Form 424A (Rev. 7- 97) Prescribed by OMB (Circular A -102) Page 1 Item 9
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SECTION B - BUDGET CATEGORIES6. Object Class CategoriesGRANT PROGRAM, FUNCTION OR ACTIVITY(1)(2)(3)(4)Total (5)a. Personnel$0$0$0b. Fringe Benefits$0$0$0c. Travel$0$0$0d. Equipment$0$0$0e. Supplies$0$0$0f. Contractual$2,000,000$0$2,000,000g. Construction$0$0$0$0$0h. Other$0$0$0i. Total Direct Charges (sum of 6a-6h)$2,000,000$0$2,000,000j. Indirect Charges$0$0$0k. TOTALS (sum of 6i and 6j)$2,000,000$0$2,000,000 7. Program Income Standard Form 424A (Rev. 7- 97) Prescribed by OMB (Circular A -102) Page 1AAuthorized for Local Reproduction Item 9
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SECTION C - NON-FEDERAL RESOURCES(a) Grant Program(b) Applicant(c) State(d) Other Sources (e) TOTALS8.9.10.11.12. TOTAL (sum of lines 8-11)SECTION D - FORECASTED CASH NEEDSTotal for 1st Year 1st Quarter2nd Quarter3rd Quarter4th Quarter13.Federal14.Non-Federal15.TOTAL (sum of lines 13 and 14)SECTION E - BUDGET ESTIMATES OF FEDERAL FUNDS NEEDED FOR BALANCE OF THE PROJECT(a) Grant ProgramFUTURE FUNDING PERIODS (YEARS)(b) First(c) Second(d) Third(e) Fourth16.$0$0$0$017.18.19.20.TOTAL (sum of lines 16 - 19)$0$0$0$0SECTION F - OTHER BUDGET INFORMATION21. Direct Charges:22. Indirect Charges:23. Remarks: Standard Form 424A (Rev. 7- 97) Prescribed by OMB (Circular A -102) Page 2Authorized for Local Reproduction Item 9
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Professional Services
Rev. Dec.15, 2020

CITY OF PALO ALTO CONTRACT NO. C23187506

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF PALO ALTO AND

MOMENTUM FOR HEALTH

This Agreement for Professional Services (this “Agreement”) is entered into as of the 3rd day of April, 2023 (the “Effective Date”) , by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and MOMENTUM FOR HEALTH, located at 438 North White Road, San Jose, CA 95127 (“CONSULTANT”).

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

RECITALS

A. CITY intends to award a contract for Community Mobile Response Call Center and Onsite Field teams ( the “Project”) and desires to engage a consultant to outreach and engage with the community to inform and educate about the new alternative response services, provide neede d ongoing support to individuals in crisis for mental health, homelessness, teen wellness/stress, and similar “lower-tier” quality of life calls for service1, and train 1,040 individuals in mental health first aid to make referrals to behavioral health services and alternative response program/community mobile response in connection with the Project ( the “Services”, as detailed more fully in Exhibit A). The Services in this Agreement are designed to implement a grant from SAMHSA (SAMSA Application/Award number H79FG000738). This Services are also intended to complement services in an agreement between Consultant and the County of Santa Clara’s TRUST program.

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

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

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

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

SECTION 2. TERM.

The term of this Agreement shall be from the date of its full execution through January 31, 2024 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.

SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance DocuSign Envelope ID: BC772D07-2539-4EE2-8873-BB94F08E2A51 Item 9
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of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT.

CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT.

SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Two Million Dollars ($2,000,000.). T he hourly schedule of rates, if applicable, is set out in Exhibit C -1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.

SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the S ervices performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice.

SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it , its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this A greement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances.

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

SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services , arising from or caused by DocuSign Envelope ID: BC772D07-2539-4EE2-8873-BB94F08E2A51 Item 9
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CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions.

SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more , CONSULTANT shall make recommendations to CITY for aligning the P roject design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY.

SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which CONSULTANT performs the S ervices requested by CITY under this Agreement.

CONSULTANT and any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT wi ll 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 re lated to CONSULTANT’s performance of the S ervices, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT ’s provision of the Services only, and not as to the means by which such a result is obtained.

SECTION 11. ASSIGNMENT . The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written approval of the C ity Manager. Any purported assignment made without the prior written approval of the City Manager will be void and without effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the parties.

SECTION 12. SUBCONTRACTING.

Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the 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 subcon tractors may be used to complete the Services. The subcontractors will be DocuSign Envelope ID: BC772D07-2539-4EE2-8873-BB94F08E2A51 Item 9
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authorized by CITY to perform work on this Project and will be determined after start of contract.

CONSULTANT shall be responsible for directing the work of any subcontractors and for any compensation due to subcontractors . CITY assumes no responsibility whatsoever concerning compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all a cts and omissions of subcontractors . CONSULTANT shall change or add subcontractors only with the prior written approval of the City Manager or designee.

SECTION 13. PROJECT MANAGEMENT . CONSULTANT will assign Maru Salazar , telephone: (669)213-0843, email: [email protected] as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day-to-day performance of the Services.

If circumstances cause the substitution of the CONSULTANT’s 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 prom ptly 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 Melissa McDonough, MPP , Assistant to the City Manager, City Manager’s Office, 250 Hamilton Ave., 7 th Floor, Palo Alto, CA , 94301, Telephone: (650)329- 2533 Mobile: (650)586-1557. CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time.

SECTION 1 4. OWNERSHIP OF MATERIALS . 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 C ity Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services.

SECTION 15. AUDITS . CONSULTANT agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, CONSULTANT’s records pertaining to matters covered by this Agreement, including without limitation records demonstrating compliance with the requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later.

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SECTION 16. INDEMNITY.

16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all 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 indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement.

SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 2 9.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

SECTION 18. INSURANCE.

18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies.

18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A -:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above.

18.3. Certificates evidencing such insurance shall be filed with CITY DocuSign Envelope ID: BC772D07-2539-4EE2-8873-BB94F08E2A51 Item 9
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concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is pr imary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days ’ prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT , CONSULTANT shall provide the Purchasing Manager written notice of the cancellation o r modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement.

18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT ’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or polic ies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired.

SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.

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

19.2. In event of suspension or termination, CONSULTANT wi ll 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 S ervices provided in material conformity with this Agreement as such determination is made by the City Manager acting in the reasonable exercise of his/her discretion . The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25, 27, 28, 29 and 30.

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

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SECTION 20. NOTICES.

All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows:

To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303

With a copy to the Purchasing Manager

To CONSULTANT: Attention of the P roject 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 c ovenants 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 S ection 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregna ncy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section

2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment.

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22.2. CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor or subcontractor, are required to be accessible to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a manner that complies with the ADA and any other applicable federal, state and local disability rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate against persons with disabilities in the provision of services, benefits or activities provided under this Agreement.

SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with 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 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, C ONSULTANT shall comply with the following Zero Waste requirements:
(a) All printed materials provided by CONSULTANT to C ITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY ’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable-based inks. (b) Goods purchased by 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 S ection shall take precedence in the event of a conflict DocuSign Envelope ID: BC772D07-2539-4EE2-8873-BB94F08E2A51 Item 9
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with any other covenant, term, condition, or provision of this Agreement.

SECTION 2 6. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS.

26.1. This Project is not subject to prevailing wages and related requirements. CONSULTANT is not required to pay prevailing wages and meet related requirements under the California Labor Code and California Code of Regulations in the performance and implementation of the Project if the contract:
(1) is not a public works contract;
(2) is for a public works construction project of $25,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or (3) is for a public works alteration, demolition, repair, or maintenance project of $15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j).

SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS” . For purposes of this Section 27, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. ( Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code Section 9204, for Public Works Projects , certain claims procedures shall apply, as set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”.

This Project is not a 9204 Public Works Project.

SECTION 28. CONFIDENTIAL INFORMATION.

28.1. In the performance of this Agreement, CONSULTANT may have access to CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of its obligations to CITY under this Agreement and for no other purpose.

CONSULTANT will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information.

Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform CONSULTANT’s obligations to CITY under this Agreement and for no other purpose, provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement.

28.2. “Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil Code S ection 1798 et seq., as amended from time to time) and materials, in any form or media, tangible or intangible, provided or otherwise made available to CONSULTANT by CITY, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a breach of this Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by DocuSign Envelope ID: BC772D07-2539-4EE2-8873-BB94F08E2A51 Item 9
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CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of CONSULTANT without any use of or access to the Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an authorized representative of CITY.

28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that CONSULTANT will notify CITY in writing of such order immediately upon receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing so), to give CITY an opportunity to oppose or otherwise respond to such order.

28.4. CONSULTANT will notify City promptly upon learning of any breach in the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or control, and if such Confidential Information consists of Personal Information, CONSULTANT will provide information to CITY sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time.

28.5. Prior to or upon termination or expiration of this Agreement, CONSULTANT will honor any request from the CITY to return or securely destroy all copies of Confidential Information. All Confidential Information is and will remain the property of the CITY and nothing contained in this Agreement grants or confers any rights to such Confidential Information on CONSULTANT.

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

SECTION 29. MISCELLANEOUS PROVISIONS.

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

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

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

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

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

29.6. In t he event of a conflict between the terms of this Agreement and the exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if any), the exhibits shall control.

29.7. The provisions of all checked boxes in this Agreement shall apply to this Agreement; the provisions of any unchecked boxes shall not apply to this Agreement.

29.8. All section headings contained in this Agreement are for convenience and reference only and are not intended to define or limit the scope of any provision of this Agreement.

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

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

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

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

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CONTRACT NO. C23187506 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

MOMENTUM FOR HEALTH

Officer 1

By:__________________________________

Name:_______________________________

Title:________________________________

Officer 2

By:__________________________________

Name:_______________________________

Title:________________________________

DocuSign Envelope ID: BC772D07-2539-4EE2-8873-BB94F08E2A51 President and CEO
David K. Mineta
Theresa A. Matacia
Interim CFO
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EXHIBIT A

SCOPE OF SERVICES

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

Background:

The City of Palo Alto Alternative Response Program/Community Mobile Response (“Program”) will augment the Santa Clara County alternative response known as the Trusted Response Urgent Support Team or “TRUST”. The Program will outreach and engage with the community to inform and educate about the new alternative response services, provide needed ongoing support to individuals in crisis for mental health, homelessness, teen wellness/stress, and similar “lower- tier” quality of life calls for service1, and train 1,040 individuals in mental health first aid to make referrals to behavioral health services and alternative response program/community mobile response. Ongoing support activities will include necessary follow-up after initial interactions, some case management, and assistance in system navigation. Facilitated interventions by trained and skilled civilians, rather than sworn law-enforcement officers, may significantly alter the dynamic of the interactions and help the community reach better outcomes.

This Program will have a catchment area within the City of Palo Alto, the City of Mountain View, and the Town of Los Altos. The service population includes all members of each community who could benefit from non-law enforcement response. This Program will help augment the three cities’ ability to respond to calls for service and align the resources available with the needs of the communities.

Scope:

Outreach – Promotores/as
Momentum will deploy a team of eight (8) promotores/as or community outreach workers who will deliver community outreach and engagement activities in the cities of Palo Alto, Mountain View, and Los Altos. The purpose of this outreach is to inform and educate the residents and businesses about the TRUST program. Promotores/as also will engage with local community- based organizations to let them know about the new services and how to access these, so they can in turn share the information with their constituencies. During the period of this contract, each promotor/a will engage in two community contacts per day each week.

Goals/Objectives:
• Expand awareness about the mental health programs available to the public. • Divert calls for service from emergency services/public safety personnel to TRUST. • Increase collaboration between nonprofit organizations focused on mental health crisis.

Support – Case Management
Two full time case managers will support clients who have had a field visit from the North County TRUST team and need assistance in engaging and linking to needed services. Case managers will act as system navigators and assist clients with various needs including addressing those that impact their social determinants of health (i.e., healthcare, housing, education, community and social support, and economic stability). The case managers will follow up and DocuSign Envelope ID: BC772D07-2539-4EE2-8873-BB94F08E2A51 Item 9
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help connect clients with needed healthcare like behavioral health and psychiatry, primary care, dentistry, and getting medications filled. The case managers also will help clients who qualify, enroll to receive entitlement benefits such as Medi-Cal, CalFresh, General Assistance, and Veterans Assistance benefits. Additionally, the case managers will have knowledge of Emergency Assistance Network (EAN) agencies and help clients connect with these to get basic services such as shelter and housing, groceries, and even warm meals.

Goals/Objectives:
• Lower the number of repeat contacts related to behavioral health crisis through providing linkages and follow-up to individuals post crisis.
• Increase collaboration between nonprofit organizations focused on mental health crisis.

Training – Mental Health First Aid
Certified Mental Health First Aid (MHFA) instructors will train 2,080 individuals in MHFA who will then make a total of 1,040 referrals to behavioral health services (including TRUST) over the course of the contract. The trainings will include a variety of modules addressing specific populations (e.g., youth, adult, older adults, veterans, fire department personnel, emergency medical services personnel). There will be an average class size of 20 and two trainings will be held each week.

Goals/Objectives:
• Increase the capacity of the local Palo Alto, Mountain View, and Los Altos communities to respond to mental health crisis.
• Divert calls for service from emergency services/public safety personnel to TRUST.

Compliance Requirements
CONSULTANT shall adhere to all applicable laws (including privacy and medical record laws, as applicable) and the Participant Protection Plan as reviewed by SAMHSA for all services provided under this Agreement. CONSULTANT shall also adhere to all County of Santa Clara laws and regulations related to the TRUST program (as more fully described in County of Santa Clara Service Agreement between the County and CONSULTANT).

Data Requirements
On a monthly basis, the Contractor will provide the following data:
• Number and description of outreach and engagement activities, including number and description of people engaged,
• Number of clients receiving case management,
• Outcome of case management (e.g., services provided, whether further/repeat crisis contacts occurred),
• Number of trainings held,
• Number of people trained, and
• Number of referrals made to TRUST
• Any other data required by SAMHSA
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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 Days/Weeks (as specified below)
from NTP

1. Hire promotore/as, case managers 30 days

2. Achieve 16 community contacts/day 60 days

3. Initiate case management 60 days

4. Contract MHFA instructors 30 days

5. Achieve two MHFA trainings/week 45 days

6. Complete MHFA training of 1,040
individuals
100 days

7. Achieve 520 referrals to behavioral health
services
180 days

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 the Services performed in accordance with the terms and conditions of this Agreement, including Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4 of the Agreement), based on the hourly rate schedule attached as Exhibit C-1.

The compensation to be paid to CONSULTANT under this Agreement for all S ervices, any specified reimbursable expenses, and Additional Services (if any, per Section 4), shall not exceed the amount(s) stated in Section 4 of this Agreement . CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4) , within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY.

REIMBURSABLE EXPENSES

Reimbursable expenses, if any are specified as reimburs able under this section, will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are:

• Reimbursable expenses consistent with SAMHSA guidelines and the City’s grant from SAMHSA (Application/Award Number H79FG000738).

All requests for reimbursement of expenses, if any are specified as reimbursable under this section, shall be accompanied by appropriate backup documentation and information.

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EXHIBIT C-1

SCHEDULE OF RATES

CONSULTANT’s schedule of rates is as follows:

Position Rate Fringe Benefits Rate
Promotore/as $26.72
25%
Mental health first aid instructor $33.55
Case manager $33.65
Program coordinator $46.80
Program manager $36.78

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EXHIBIT D

INSURANCE REQUIREMENTS

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

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

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

REQUIRED TYPE OF COVERAGE REQUIREMENT

MINIMUM LIMITS
EACH

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

STATUTORY

STATUTORY STATUTORY STATUTORY
YES

GENERAL LIABILITY, INCLUDING

PERSONAL INJURY, BROAD FORM

PROPERTY DAMAGE BLANKET

CONTRACTUAL, AND FIRE LEGAL

LIABILITY

BODILY INJURY

PROPERTY DAMAGE

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

$1,000,000

$1,000,000

$1,000,000

$1,000,000

$1,000,000

YES

AUTOMOBILE LIABILITY,

INCLUDING ALL OWNED, HIRED,

NON-OWNED

BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE

PROPERTY DAMAGE

BODILY INJURY AND PROPERTY

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

$1,000,000

$1,000,000

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

$1,000,000

$1,000,000

YES

PROFESSIONAL LIABILITY,

INCLUDING, ERRORS AND

OMISSIONS, MALPRACTICE (WHEN

APPLICABLE), AND NEGLIGENT

PERFORMANCE
ALL DAMAGES $1,000,000
YES

THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONSULTANT, AT ITS SOLE COST

AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM

OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY

CONSULTANT AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’
COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.

I. INSURANCE COVERAGE MUST INCLUDE:

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

II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE 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,

INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR

CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.

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B. CROSS LIABILITY

THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER

THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE

INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE

INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.

C. NOTICE OF CANCELLATION

1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON

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

2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.

EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED WITH THE CITY OF PALO ALTO 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

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City Council
Staff Report
From: City Manager
Report Type: ACTION ITEMS
Lead Department: Planning and Development Services
Meeting Date: April 3, 2023
Report #:2303-1145
TITLE
Approve Amendment of Seven On-call Consulting Contracts to Increase the Not to Exceed to $3 Million Through June 2024 to Provide Expertise for Long Range Planning Projects, Application Processing, Historic and Environmental Review in the Department of Planning & Development Services, With all Work Subject to Assigned Task Order and Availability of Funds; Environmental Assessment: Exempt in Accordance with CEQA Guidelines Section 15061(b)(3).

RECOMMENDATION
Staff recommends that Council approve and authorize the City Manager or their designee to execute the following eight contract amendments. The total cumulative contract authority for all contracts combined is not to exceed $3 million through June 30, 2024. The firms will provide on-call support associated with long range planning, application processing, historic and environmental review. Use of the contracts must be consistent with the funding available in the adopted budget(s). The contracts are:
a. Contract Amendment No. 1 C20178879 with Arnold Mammarella Architecture and Consulting;
b. Contract Amendment No. 1 C20178878 with Metropolitan Planning Group; c. Contract Amendment No. 1 C20178882 with Placeworks, Inc.; d. Contract Amendment No. 1 C20178877A with Lexington Planning; e. Contract Amendment No. 1 C20178891 with Michael Baker International, Inc.; f. Contract Amendment No. 1 C20178881 with Page Southerland Page AE, and; g. Contract Amendment No. 1 C20178884 with Urban Planning Partners, Inc.

BACKGROUND
On June 22, 2020, the City Council approved eight planning services on call contracts for a combined not to exceed amount of $1.5 million through June 30, 2024. The Planning and Development Services Department relies on the use of on-call service providers for project specific expertise and application processing for development activity. In Spring 2020, staff completed a competitive solicitation process to identify the firms best suited to provide Item 10
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consultant support as needed. The original anticipated total not-to-exceed amount was for $5 million. Given the financial uncertainty at the time, staff requested a reduced initial amount of $1.5 million, including negotiated rate reductions, and notified Council that staff will need to return for additional contract authority before the end of the contract term.

ANALYSIS
To allow for continuity of services, staff is returning to the City Council to increase the not to exceed amount by $1.5 million to $3 million. The current contract term ends in June 2024, and staff plans to issue a request for proposal in FY2024 to update service providers and maintain competitive rates. In addition, included in this amendment is an update to one of the eight firms’ hourly rates. As a result of increased costs, Lexington Planning and Rincon proposed hourly rate increases of about 12% and 40%, respectively, from June 2020 rates; the rates for all other firms will remain at the prior contract levels. Lexington Planning is and will continue to be the lowest cost provider inclusive of the increase. Previously a mid-cost provider, Rincon’s increase will now place them as the highest cost provider. Given the substantial rate increase, staff is not recommending an amendment to their contract at this time. Staff considers hourly rates to compare the total cost of a project before issuing task orders for cost effectiveness To date, the City has spent about $1.4 million to support long range planning projects and current planning application processing. Many of these projects include key City Council priorities as outlined in the annual workplan of the Council. Past projects include but are not limited to:
•North Ventura Coordinated Housing Plan,
•Housing Element Development,
•Retail Ordinance Development,
•Parklet Design Standards, and
•other state mandated legislative updates.

Long range planning efforts are not fully fee-supported; however, for current planning projects, fees are collected to offset the costs associated with the use of consultants. Approval of these contracts address gaps in staff expertise and provide supplemental resources when vacancies occur and ensure service delivery that is reliable and responsive. This amendment is necessary for the continuity of day-to-day services and advance at least in part the 2023 City Council priorities and desired outcomes.

On-call contracts are only utilized when the need arises, and consultants are not guaranteed work but are available as needed up to the contracted amount. No work will be commenced under these contracts unless funding is available within the annual Adopted Operating Budget.

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Additional information related to the Request for Proposal process and original contracts can be found in the June 2020 staff report #11147.1

FISCAL/RESOURCE IMPACT
Funding for year one of these contract amendments, including grants, is available in the FY2023 Adopted Operating Budget of the Planning and Development Services Department. Funding for future year will be dependent on City Council approval as part of the annual budget process.

STAKEHOLDER ENGAGEMENT
Professional planners and managers in the PDS Department participated in the development of this recommendation given workload of the department.

ENVIRONMENTAL REVIEW
Approval of these contracts is exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15061(b)(3).

ATTACHMENTS
Attachment A: Amendment No. 1 to On-Call Consulting Contracts APPROVED BY:

Jonathan Lait, Planning and Development Services Director 1 City Council, June 22, 2020, Staff Report 11147: https://www.cityofpaloalto.org/files/assets/public/agendas- minutes-reports/reports/city-manager-reports-cmrs/year-archive/2020/id-11147.pdf Item 10
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AMENDMENT NO. 1 TO CONTRACT NO. C20178878

BETWEEN THE CITY OF PALO ALTO AND METROPOLITAN PLANNING GROUP

This Amendment No. 1 (this “Amendment”) to Contract No. C20178878 (the “Contract” as defined below) is entered into as of March 20, 2023, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CI TY”), and METROPOLITAN PLANNING GROUP, a California corporation, located at 307 Orchard City Drive, Suite 100, Campbell, CA, 95008 (“CONSULTANT”). CITY and CONSULTANT are referr ed to collectively as the “Parties” in this Amendment.

R E C I T A L S

A. The Contract (as defined be low) was entered into by and between the Parties hereto for the provision of providing on-call planning support services, as detailed therein.

B. The Contract was entered into as an aggregate amount, not-to-exceed One Million Five Hundred Thousand Dollars ($1,500,000.00) over a four-year term across a total of eight (8) consultant agreements (C20178877A, C201 78878, C20178879, C 20178881, C20178882, C20178883, C20178884, and C20178891).

C. The Parties now wish to am end the Contract in order to increase the compensation from $1,500,000.00 to $3,000,000.00.

NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree:

SECTION 1. Definitions. The following definitions shall apply to this Amendment:

a. Contract. The term “Contract” sha ll mean Contract No. C20178878 between CONSULTANT and CITY, dated June 22, 2020.

b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.

SECTION 2. Section 2. TERM of the Contract is hereby amended to read as follows:
“The term of this Agreement shall be from the date of its full execution through June 30, 2024 unless terminated earlier pursuant to Section 19 of this Agreement.”

SECTION 3. Section 4. NOT TO EXCEED COMPENSATION of the Contract is hereby amended to read as follows:
“The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A, is in an aggregate amount that shall not exceed Three Million Dollars ($3,000,000.00) over the Term across a total of eight (8) consultant agreements (C20178877A, C20178878, C20178879, 





 

 

 

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C20178881, C20178882, C20178883, C20178884, and C20178891), of which this is one. The eight contracts will be administered by the CITY’s PLANNING & DEVELOPMENT SERVICES to ensure the total aggregate of compensation paid over the Term does not exceed the amounts set forth herein.

Consultant acknowledges and agrees that the CITY is hiring eight (8) consultants, including CONSULTANT, none of whom will be guaranteed or assured of any specific quantity of work to be performed. If the work is performed by any one or more consultants, including CONSULTANT, CITY will ensure that total compensation to all eight consultants including CONSULTANT, will not exceed in aggregate, across all eight (8) consultant agreements, and will not exceed in aggregate Three Million Dollars.

CONSULTANT agrees to complete all Services described in Exhibit A, including reimbursable expenses, are subject to a Maximum Total Compensation “NOT TO EXCEED” amount of $3,000,000.00 during the term of the agreement. The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY.

Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”.

SECTION 4. Sectio n 12. SUBCONTRACTING.
“Notwithstanding Section 11 above, CITY agrees that subconsultants may be used to complete the Services upon the prior written authorization of the city manager or designee or as identified in a Task Order (Exhibit A-1: Professional Services Task Order) assigned and approved by CITY’s Project Manager.

CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee.”

SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect.

SECTION 6. Incorporation of Recitals . The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference.

(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)






 

 

 

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SIGNATURES OF THE PARTIES

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

CITY OF PALO ALTO

City Manager

APPROVED AS TO FORM:

City Attorney or designee

METROPOLITAN PLANNING GROUP

Officer 1

By:

Name:

Title:

Officer 2 (Required for Corp. or LLC)

By:

Name:

Title:

Attachments: None







 

 

 

 






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AMENDMENT NO. 1 TO CONTRACT NO. C20178877A

BETWEEN THE CITY OF PALO ALTO AND LEXINGTON PLANNING LLC

This Amendment No. 1 (this “Amendment”) to Contract No. C20178877A (the “Contract” as defined below) is entered into as of March 20, 2023, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and LEXINGTON PLANNING LLC, a a limited liability company, located at 2083 Vine Street , Berkeley, CA 94709 (“CO NSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.

R E C I T A L S

A. The Contract (as defined be low) was entered into by and between the Parties hereto for the provision of providing on-call planning support services, as detailed therein.

B. The Contract was entered into as an aggregate amount, not-to-exceed One Million Five Hundred Thousand Dollars ($1,500,000.00) over a four-year term across a total of eight (8) consultant agreements (C20178877A, C201 78878, C20178879, C 20178881, C20178882, C20178883, C20178884, and C20178891).

C. The Parties now wish to am end the Contract in order to increase the compensation from $1,500,000.00 to $3,000,000.00 and update Exhibit C-1, Schedule of Rates.

NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree:

SECTION 1. Definitions. The following definitions shall apply to this Amendment:

a. Contract. The term “Contract” sha ll mean Contract No. C20178877A between CONSULTANT and CITY, dated June 22, 2020.

b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.

SECTION 2. Section 2. TERM of the Contract is hereby amended to read as follows:
“The term of this Agreement shall be from the date of its full execution through June 30, 2024 unless terminated earlier pursuant to Section 19 of this Agreement.”

SECTION 3. Section 4. NOT TO EXCEED COMPENSATION of the Contract is hereby amended to read as follows:
“The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A, is in an aggregate amount that shall not exceed Three Million Dollars ($3,000,000.00) over the Term across a total of eight (8) consultant agreements (C20178877A, C20178878, C20178879, 







 


 
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C20178881, C20178882, C20178883, C20178884, and C20178891), of which this is one. The eight contracts will be administered by the CITY’s PLANNING & DEVELOPMENT SERVICES to ensure the total aggregate of compensation paid over the Term does not exceed the amounts set forth herein.

Consultant acknowledges and agrees that the CITY is hiring eight (8) consultants, including CONSULTANT, none of whom will be guaranteed or assured of any specific quantity of work to be performed. If the work is performed by any one or more consultants, including CONSULTANT, CITY will ensure that total compensation to all eight consultants including CONSULTANT, will not exceed in aggregate, across all eight (8) consultant agreements, and will not exceed in aggregate Three Million Dollars.

CONSULTANT agrees to complete all Services described in Exhibit A, including reimbursable expenses, are subject to a Maximum Total Compensation “NOT TO EXCEED” amount of $3,000,000.00 during the term of the agreement. The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY.

Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”.

SECTION 4. Sectio n 12. SUBCONTRACTING.
“Notwithstanding Section 11 above, CITY agrees that subconsultants may be used to complete the Services upon the prior written authorization of the city manager or designee or as identified in a Task Order (Exhibit A-1: Professional Services Task Order) assigned and approved by CITY’s Project Manager.

CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee.”

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

a. Exhibit “C-1” entitled “Schedule of Rates”, AMENDED, REPLACES PREVIOUS.









 


 
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Vers.: Aug. 5, 2019

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

SECTION 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.)








 


 
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Vers.: Aug. 5, 2019

SIGNATURES OF THE PARTIES

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

CITY OF PALO ALTO

City Manager

APPROVED AS TO FORM:

City Attorney or designee

LEXINGTON PLANNING LLC

Officer 1

By:

Name:

Title:

Attachments:

Exhibit C-1: Schedule of Rates, AMENDED, REPLACES PREVIOUS.









 


 








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EXHIBIT “C-1”

SCHEDULE OF RATES

These rates shall be subject to review periodically and may change if agreed upon by both parties.

Staff/Title Rate
Principal $175.00








 


 
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Vers.: Aug. 5, 2019

AMENDMENT NO. 1 TO CONTRACT NO. C20178879

BETWEEN THE CITY OF PALO ALTO AND ARNOLD MAMMARELLA ARCHITECTURE &

CONSULTING

This Amendment No. 1 (this “Amendment”) to Contract No. C20178879 (the “Contract” as defined below) is entered into as of March 20, 2023, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and ARNOLD MAMMARELLA ARCHITECTURE & CONSULTING, a a sole proprietor, located at 1569 Solano Avenue, #411, Berkeley, CA 94707 (“CONSULTANT”). CITY and CONSULTANT are referr ed to collectively as the “Parties” in this Amendment.

R E C I T A L S

A. The Contract (as defined be low) was entered into by and between the Parties hereto for the provision of providing on-call planning support services, as detailed therein.

B. The Contract was entered into as an aggregate amount, not-to-exceed One Million Five Hundred Thousand Dollars ($1,500,000.00) over a four-year term across a total of eight (8) consultant agreements (C20178877A, C201 78878, C20178879, C 20178881, C20178882, C20178883, C20178884, and C20178891).

C. The Parties now wish to am end the Contract in order to increase the compensation from $1,500,000.00 to $3,000,000.00.

NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree:

SECTION 1. Definitions. The following definitions shall apply to this Amendment:

a. Contract. The term “Contract” sha ll mean Contract No. C20178879 between CONSULTANT and CITY, dated June 22, 2020.

b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.

SECTION 2. Section 2. TERM of the Contract is hereby amended to read as follows:
“The term of this Agreement shall be from the date of its full execution through June 30, 2024 unless terminated earlier pursuant to Section 19 of this Agreement.”

SECTION 3. Section 4. NOT TO EXCEED COMPENSATION of the Contract is hereby amended to read as follows:
“The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A, is in an aggregate amount that shall not exceed Three Million Dollars ($3,000,000.00) over the Term across a total of eight (8) consultant agreements (C20178877A, C20178878, C20178879, 













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Attachment A -
Amendment No 1 to On-
Call Consulting Contracts

Item 10: Staff Report
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12 Packet Pg. 216 of 384

Vers.: Aug. 5, 2019

C20178881, C20178882, C20178883, C20178884, and C20178891), of which this is one. The eight contracts will be administered by the CITY’s PLANNING & DEVELOPMENT SERVICES to ensure the total aggregate of compensation paid over the Term does not exceed the amounts set forth herein.

Consultant acknowledges and agrees that the CITY is hiring eight (8) consultants, including CONSULTANT, none of whom will be guaranteed or assured of any specific quantity of work to be performed. If the work is performed by any one or more consultants, including CONSULTANT, CITY will ensure that total compensation to all eight consultants including CONSULTANT, will not exceed in aggregate, across all eight (8) consultant agreements, and will not exceed in aggregate Three Million Dollars.

CONSULTANT agrees to complete all Services described in Exhibit A, including reimbursable expenses, are subject to a Maximum Total Compensation “NOT TO EXCEED” amount of $3,000,000.00 during the term of the agreement. The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY.

Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”.

SECTION 4. Sectio n 12. SUBCONTRACTING.
“Notwithstanding Section 11 above, CITY agrees that subconsultants may be used to complete the Services upon the prior written authorization of the city manager or designee or as identified in a Task Order (Exhibit A-1: Professional Services Task Order) assigned and approved by CITY’s Project Manager.

CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee.”

SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect.

SECTION 6. Incorporation of Recitals . The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference.

(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)














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Amendment No 1 to On-
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Item 10: Staff Report
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Vers.: Aug. 5, 2019

SIGNATURES OF THE PARTIES

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

CITY OF PALO ALTO

City Manager

APPROVED AS TO FORM:

City Attorney or designee

ARNOLD MAMMARELLA

ARCHITECTURE & CONSULTING

Officer 1

By:

Name:

Title:

Attachments: None
























 
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Vers.: Aug. 5, 2019

AMENDMENT NO. 1 TO CONTRACT NO. C20178881
BETWEEN THE CITY OF PALO ALTO AND PAGE SOUTHERLAND PAGE, INC. dba PAGE SOUTHERLAND PAGE AE, INC.

This Amendment No. 1 (this “Amendment”) to Contract No. C20178881 (the “Contract” as defined below) is entered into as of March 20, 2023, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and PAGE SOUTHERLAND PAGE, INC. dba PAGE SOUTHERLAND PAGE AE, INC., a a Delaware corpor ation, located at 1100 Louisiana, Suite One, Houston, TX 77002 (“CONSULTANT”). CITY and CO NSULTANT are referred to collectively as the “Parties” in this Amendment.

R E C I T A L S

A. The Contract (as defined be low) was entered into by and between the Parties hereto for the provision of providing on-call planning support services, as detailed therein.

B. The Contract was entered into as an aggregate amount, not-to-exceed One Million Five Hundred Thousand Dollars ($1,500,000.00) over a four-year term across a total of eight (8) consultant agreements (C20178877A, C201 78878, C20178879, C 20178881, C20178882, C20178883, C20178884, and C20178891).

C. The Parties now wish to am end the Contract in order to increase the compensation from $1,500,000.00 to $3,000,000.00.

NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree:

SECTION 1. Definitions. The following definitions shall apply to this Amendment:

a. Contract. The term “Contract” sha ll mean Contract No. C20178881 between CONSULTANT and CITY, dated June 22, 2020.

b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.

SECTION 2. Section 2. TERM of the Contract is hereby amended to read as follows:
“The term of this Agreement shall be from the date of its full execution through June 30, 2024 unless terminated earlier pursuant to Section 19 of this Agreement.”

SECTION 3. Section 4. NOT TO EXCEED COMPENSATION of the Contract is hereby amended to read as follows:
“The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A, is in an aggregate amount that shall not exceed Three Million Dollars ($3,000,000.00) over the Term across a total of eight (8) consultant agreements (C20178877A, C20178878, C20178879, 












 

Item 10
Attachment A -
Amendment No 1 to On-
Call Consulting Contracts

Item 10: Staff Report
Pg.
15 Packet Pg. 219 of 384

Vers.: Aug. 5, 2019

C20178881, C20178882, C20178883, C20178884, and C20178891), of which this is one. The eight contracts will be administered by the CITY’s PLANNING & DEVELOPMENT SERVICES to ensure the total aggregate of compensation paid over the Term does not exceed the amounts set forth herein.

Consultant acknowledges and agrees that the CITY is hiring eight (8) consultants, including CONSULTANT, none of whom will be guaranteed or assured of any specific quantity of work to be performed. If the work is performed by any one or more consultants, including CONSULTANT, CITY will ensure that total compensation to all eight consultants including CONSULTANT, will not exceed in aggregate, across all eight (8) consultant agreements, and will not exceed in aggregate Three Million Dollars.

CONSULTANT agrees to complete all Services described in Exhibit A, including reimbursable expenses, are subject to a Maximum Total Compensation “NOT TO EXCEED” amount of $3,000,000.00 during the term of the agreement. The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY.

Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”.

SECTION 4. Sectio n 12. SUBCONTRACTING.
“Notwithstanding Section 11 above, CITY agrees that subconsultants may be used to complete the Services upon the prior written authorization of the city manager or designee or as identified in a Task Order (Exhibit A-1: Professional Services Task Order) assigned and approved by CITY’s Project Manager.

CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee.”

SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect.

SECTION 6. Incorporation of Recitals . The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference.

(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)













 

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Amendment No 1 to On-
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Item 10: Staff Report
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16 Packet Pg. 220 of 384

Vers.: Aug. 5, 2019

SIGNATURES OF THE PARTIES

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

CITY OF PALO ALTO

City Manager

APPROVED AS TO FORM:

City Attorney or designee

PAGE SOUTHERLAND PAGE, INC. dba
PAGE SOUTHERLAND PAGE AE, INC.

Officer 1

By:

Name:

Title:

Officer 2 (Required for Corp. or LLC)

By:

Name:

Title:

Attachments: None














 























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Amendment No 1 to On-
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Item 10: Staff Report
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Vers.: Aug. 5, 2019

AMENDMENT NO. 1 TO CONTRACT NO. C20178882
BETWEEN THE CITY OF PALO ALTO AND PLACEWORKS, INC.

This Amendment No. 1 (this “Amendment”) to Contract No. C20178882 (the “Contract” as defined below) is entered into as of March 20, 2023, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“ CITY”), and PLACEWORKS, INC., a a California corporation, located at 3 MacArthur Place, Suite 1100, Santa Ana, CA 92707 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.

R E C I T A L S

A. The Contract (as defined be low) was entered into by and between the Parties hereto for the provision of providing on-call planning support services, as detailed therein.

B. The Contract was entered into as an aggregate amount, not-to-exceed One Million Five Hundred Thousand Dollars ($1,500,000.00) over a four-year term across a total of eight (8) consultant agreements (C20178877A, C201 78878, C20178879, C 20178881, C20178882, C20178883, C20178884, and C20178891).

C. The Parties now wish to am end the Contract in order to increase the compensation from $1,500,000.00 to $3,000,000.00.

NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree:

SECTION 1. Definitions. The following definitions shall apply to this Amendment:

a. Contract. The term “Contract” sha ll mean Contract No. C20178882 between CONSULTANT and CITY, dated June 22, 2020.

b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.

SECTION 2. Section 2. TERM of the Contract is hereby amended to read as follows:
“The term of this Agreement shall be from the date of its full execution through June 30, 2024 unless terminated earlier pursuant to Section 19 of this Agreement.”

SECTION 3. Section 4. NOT TO EXCEED COMPENSATION of the Contract is hereby amended to read as follows:
“The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A, is in an aggregate amount that shall not exceed Three Million Dollars ($3,000,000.00) over the Term across a total of eight (8) consultant agreements (C20178877A, C20178878, C20178879, 







 







Item 10
Attachment A -
Amendment No 1 to On-
Call Consulting Contracts

Item 10: Staff Report
Pg.
18 Packet Pg. 222 of 384

Vers.: Aug. 5, 2019

C20178881, C20178882, C20178883, C20178884, and C20178891), of which this is one. The eight contracts will be administered by the CITY’s PLANNING & DEVELOPMENT SERVICES to ensure the total aggregate of compensation paid over the Term does not exceed the amounts set forth herein.

Consultant acknowledges and agrees that the CITY is hiring eight (8) consultants, including CONSULTANT, none of whom will be guaranteed or assured of any specific quantity of work to be performed. If the work is performed by any one or more consultants, including CONSULTANT, CITY will ensure that total compensation to all eight consultants including CONSULTANT, will not exceed in aggregate, across all eight (8) consultant agreements, and will not exceed in aggregate Three Million Dollars.

CONSULTANT agrees to complete all Services described in Exhibit A, including reimbursable expenses, are subject to a Maximum Total Compensation “NOT TO EXCEED” amount of $3,000,000.00 during the term of the agreement. The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY.

Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”.

SECTION 4. Sectio n 12. SUBCONTRACTING.
“Notwithstanding Section 11 above, CITY agrees that subconsultants may be used to complete the Services upon the prior written authorization of the city manager or designee or as identified in a Task Order (Exhibit A-1: Professional Services Task Order) assigned and approved by CITY’s Project Manager.

CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee.”

SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect.

SECTION 6. Incorporation of Recitals . The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference.

(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)








 







Item 10
Attachment A -
Amendment No 1 to On-
Call Consulting Contracts

Item 10: Staff Report
Pg.
19 Packet Pg. 223 of 384

Vers.: Aug. 5, 2019

SIGNATURES OF THE PARTIES

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

CITY OF PALO ALTO

City Manager

APPROVED AS TO FORM:

City Attorney or designee

PLACEWORKS, INC.

Officer 1

By:

Name:

Title:

Officer 2 (Required for Corp. or LLC)

By:

Name:

Title:

Attachments: None









 





















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Attachment A -
Amendment No 1 to On-
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Item 10: Staff Report
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20 Packet Pg. 224 of 384

Vers.: Aug. 5, 2019

AMENDMENT NO. 1 TO CONTRACT NO. C20178884
BETWEEN THE CITY OF PALO ALTO AND URBAN PLANNING PARTNERS, INC.

This Amendment No. 1 (this “Amendment”) to Contract No. C20178883 (the “Contract” as defined below) is entered into as of March 20, 2023, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and URBAN PLANNING PARTNERS, INC., a a California corporation, located at 388 17
th Street, Suite 230, Oakland, CA 94612 (“CONSULTANT”).

CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.

R E C I T A L S

A. The Contract (as defined be low) was entered into by and between the Parties hereto for the provision of providing on-call planning support services, as detailed therein.

B. The Contract was entered into as an aggregate amount, not-to-exceed One Million Five Hundred Thousand Dollars ($1,500,000.00) over a four-year term across a total of eight (8) consultant agreements (C20178877A, C201 78878, C20178879, C 20178881, C20178882, C20178883, C20178884, and C20178891).

C. The Parties now wish to am end the Contract in order to increase the compensation from $1,500,000.00 to $3,000,000.00.

NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree:

SECTION 1. Definitions. The following definitions shall apply to this Amendment:

a. Contract. The term “Contract” sha ll mean Contract No. C20178884 between CONSULTANT and CITY, dated June 22, 2020.

b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.

SECTION 2. Section 2. TERM of the Contract is hereby amended to read as follows:
“The term of this Agreement shall be from the date of its full execution through June 30, 2024 unless terminated earlier pursuant to Section 19 of this Agreement.”

SECTION 3. Section 4. NOT TO EXCEED COMPENSATION of the Contract is hereby amended to read as follows:
“The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A, is in an aggregate amount that shall not exceed Three Million Dollars ($3,000,000.00) over the Term across a total of eight (8) consultant agreements (C20178877A, C20178878, C20178879, 















Item 10
Attachment A -
Amendment No 1 to On-
Call Consulting Contracts

Item 10: Staff Report
Pg.
21 Packet Pg. 225 of 384

Vers.: Aug. 5, 2019

C20178881, C20178882, C20178883, C20178884, and C20178891), of which this is one. The eight contracts will be administered by the CITY’s PLANNING & DEVELOPMENT SERVICES to ensure the total aggregate of compensation paid over the Term does not exceed the amounts set forth herein.

Consultant acknowledges and agrees that the CITY is hiring eight (8) consultants, including CONSULTANT, none of whom will be guaranteed or assured of any specific quantity of work to be performed. If the work is performed by any one or more consultants, including CONSULTANT, CITY will ensure that total compensation to all eight consultants including CONSULTANT, will not exceed in aggregate, across all eight (8) consultant agreements, and will not exceed in aggregate Three Million Dollars.

CONSULTANT agrees to complete all Services described in Exhibit A, including reimbursable expenses, are subject to a Maximum Total Compensation “NOT TO EXCEED” amount of $3,000,000.00 during the term of the agreement. The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY.

Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”.

SECTION 4. Sectio n 12. SUBCONTRACTING.
“Notwithstanding Section 11 above, CITY agrees that subconsultants may be used to complete the Services upon the prior written authorization of the city manager or designee or as identified in a Task Order (Exhibit A-1: Professional Services Task Order) assigned and approved by CITY’s Project Manager.

CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee.”

SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect.

SECTION 6. Incorporation of Recitals . The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference.

(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
















Item 10
Attachment A -
Amendment No 1 to On-
Call Consulting Contracts

Item 10: Staff Report
Pg.
22 Packet Pg. 226 of 384

Vers.: Aug. 5, 2019

SIGNATURES OF THE PARTIES

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

CITY OF PALO ALTO

City Manager

APPROVED AS TO FORM:

City Attorney or designee

URBAN PLANNING PARTNERS, INC.

Officer 1

By:

Name:

Title:

Attachments: None



























Item 10
Attachment A -
Amendment No 1 to On-
Call Consulting Contracts

Item 10: Staff Report
Pg.
23 Packet Pg. 227 of 384

Vers.: Aug. 5, 2019

AMENDMENT NO. 1 TO CONTRACT NO. C20178891
BETWEEN THE CITY OF PALO ALTO AND MICHAEL BAKER INTERNATIONAL, INC.

This Amendment No. 1 (this “Amendment”) to Contract No. C20178891 (the “Contract” as defined below) is entered into as of March 20, 2023, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and MICHAEL BAKER INTERNATIONAL, INC., a a Pennsylvania coporporation, located at 1 Ka iser Plaza, Suite 1150, Oakland, CA 94612 (“CONSULTANT”). CITY and CONSULTANT are referr ed to collectively as the “Parties” in this Amendment.

R E C I T A L S

A. The Contract (as defined be low) was entered into by and between the Parties hereto for the provision of providing on-call planning support services, as detailed therein.

B. The Contract was entered into as an aggregate amount, not-to-exceed One Million Five Hundred Thousand Dollars ($1,500,000.00) over a four-year term across a total of eight (8) consultant agreements (C20178877A, C201 78878, C20178879, C 20178881, C20178882, C20178883, C20178884, and C20178891).

C. The Parties now wish to am end the Contract in order to increase the compensation from $1,500,000.00 to $3,000,000.00.

NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree:

SECTION 1. Definitions. The following definitions shall apply to this Amendment:

a. Contract. The term “Contract” sha ll mean Contract No. C20178891 between CONSULTANT and CITY, dated June 22, 2020.

b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.

SECTION 2. Section 2. TERM of the Contract is hereby amended to read as follows:
“The term of this Agreement shall be from the date of its full execution through June 30, 2024 unless terminated earlier pursuant to Section 19 of this Agreement.”

SECTION 3. Section 4. NOT TO EXCEED COMPENSATION of the Contract is hereby amended to read as follows:
“The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A, is in an aggregate amount that shall not exceed Three Million Dollars ($3,000,000.00) over the Term across a total of eight (8) consultant agreements (C20178877A, C20178878, C20178879, 






 








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C20178881, C20178882, C20178883, C20178884, and C20178891), of which this is one. The eight contracts will be administered by the CITY’s PLANNING & DEVELOPMENT SERVICES to ensure the total aggregate of compensation paid over the Term does not exceed the amounts set forth herein.

Consultant acknowledges and agrees that the CITY is hiring eight (8) consultants, including CONSULTANT, none of whom will be guaranteed or assured of any specific quantity of work to be performed. If the work is performed by any one or more consultants, including CONSULTANT, CITY will ensure that total compensation to all eight consultants including CONSULTANT, will not exceed in aggregate, across all eight (8) consultant agreements, and will not exceed in aggregate Three Million Dollars.

CONSULTANT agrees to complete all Services described in Exhibit A, including reimbursable expenses, are subject to a Maximum Total Compensation “NOT TO EXCEED” amount of $3,000,000.00 during the term of the agreement. The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY.

Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”.

SECTION 4. Sectio n 12. SUBCONTRACTING.
“Notwithstanding Section 11 above, CITY agrees that subconsultants may be used to complete the Services upon the prior written authorization of the city manager or designee or as identified in a Task Order (Exhibit A-1: Professional Services Task Order) assigned and approved by CITY’s Project Manager.

CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee.”

SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect.

SECTION 6. Incorporation of Recitals . The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference.

(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)







 








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SIGNATURES OF THE PARTIES

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

CITY OF PALO ALTO

City Manager

APPROVED AS TO FORM:

City Attorney or designee

MICHAEL BAKER INTERNATIONAL, INC.

Officer 1

By:

Name:

Title:

Officer 2 (Required for Corp. or LLC)

By:

Name:

Title:

Attachments: None








 























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Certificate Of Completion
Envelope Id: 0C1FF7F8A0584B89B800A4BE2A1106CA Status: Completed Subject: Complete with DocuSign: C20178891 Amend No1_Michael Baker.pdf Source Envelope:

Document Pages: 3 Signatures: 2 Envelope Originator:

Certificate Pages: 2 Initials: 0 Mimi Nguyen
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
2/27/2023 11:44:51 AM
Holder: Mimi Nguyen
[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
Peter Minegar
[email protected]
Vice President
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 172.248.215.211
Sent: 2/27/2023 11:46:30 AM
Resent: 3/14/2023 3:05:51 PM
Resent: 3/16/2023 12:36:25 PM
Resent: 3/16/2023 2:10:20 PM
Resent: 3/16/2023 2:11:02 PM
Viewed: 3/16/2023 2:11:29 PM
Signed: 3/16/2023 2:11:59 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Tanya Bilezikjian
[email protected]
01:26 pm
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 68.95.125.89
Sent: 2/27/2023 11:46:31 AM
Resent: 3/14/2023 3:05:52 PM
Resent: 3/16/2023 12:36:25 PM
Resent: 3/16/2023 2:10:21 PM
Resent: 3/16/2023 2:11:03 PM
Viewed: 3/16/2023 2:12:41 PM
Signed: 3/16/2023 2:12:57 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
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
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Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 2/27/2023 11:46:31 AM
Envelope Updated Security Checked 3/16/2023 2:10:19 PM
Envelope Updated Security Checked 3/16/2023 2:10:19 PM
Envelope Updated Security Checked 3/16/2023 2:10:19 PM
Envelope Updated Security Checked 3/16/2023 2:10:19 PM
Certified Delivered Security Checked 3/16/2023 2:12:41 PM Signing Complete Security Checked 3/16/2023 2:12:57 PM
Completed Security Checked 3/16/2023 2:12:57 PM
Payment Events Status Timestamps
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City Council
Staff Report
From: City Manager
Report Type: ACTION ITEMS
Lead Department: Police
Meeting Date: April 3, 2023
Report #: 2301-0741

TITLE
Approval of the following: 1) Contract with Flock Safety (S23187316) for Automated License Plate Recognition (ALPR) Implementation for a three-year term in an amount not to exceed $174,400; 2) ALPR Surveillance Use Policy; and 3) Budget amendment in the Supplemental Law Enforcement Services fund; CEQA status – categorically exempt (Section 15321 enforcement actions);

RECOMMENDATION
Staff recommend that the City Council:

1. Approve Contract No. S23187316 (Attachment A) with Flock Safety, for 3 years, not to exceed $174,400 to implement fixed Automated License Plate Recognition (ALPR) technology; and

2. Approve the fixed Automated License Plate Recognition (ALPR) surveillance use policy and use of ALPR technology to deter and investigate criminal activity (Attachment B); and

3. Amend the Fiscal Year 2023 Budget Appropriation (requires 2/3 approval) for the Supplemental Law Enforcement Services Fund (SLESF) by
a. Increasing SLESF Contract Services expense appropriation by $61,900, and b. Decreasing the ending fund balance by $61,900.

EXECUTIVE SUMMARY
This report contains a surveillance evaluation of Automated License Plate Recognition (ALPR), as required by municipal ordinance, describing the uses and benefits of fixed ALPR technology, Item 11
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associated privacy considerations and applicable law. Staff is recommending Council approve a three-year contract for the installation of fixed ALPR cameras at strategic locations in the City, as well as an ALPR surveillance use policy. ALPR technology uses a combination of cameras and computer software to scan the license plates of passing vehicles. The use of ALPR technology provides several potential benefits, including crime deterrence, real-time alerts to police when stolen or wanted vehicles enter an area, and enhanced investigative capabilities when a crime has already occurred. The initial year is recommended to be funded from COPS grant funds.

BACKGROUND
The City Council discussed the prospective use of fixed ALPR technology on October 24, 20221.

This staff report brings forward a contract with Flock Safety for the deployment of fixed ALPR, as well as the associated Surveillance Use Policy.

Automated License Plate Recognition (ALPR) technology uses a combination of cameras and computer software to scan the license plates of passing vehicles. The cameras, which can be fixed (e.g., mounted on road signs or traffic lights) or mobile (i.e., mounted on a vehicle), capture computer-readable images that allow law enforcement to compare plate numbers against plates of known stolen vehicles or vehicles associated with individuals wanted on criminal charges. When a match is found, a real-time alert is generated, notifying police of the location where the image of the stolen or wanted vehicle was captured. ALPR data can also be used by investigators, after a crime has been committed, to identify and locate associated vehicles.

The Palo Alto Police Department has utilized a single mobile ALPR unit for over ten years. The limitation of a single mobile ALPR is that alerts and data collection only occur when that vehicle is being operated by an officer and data is also limited to the route and distance traveled by the patrol vehicle.

ANALYSIS
The addition of fixed ALPR cameras provides the City with a cost-effective force multiplier that helps direct officers to where crimes are occurring and provides invaluable investigative leads following a crime. Fixed ALPR technology is being used widely by many local police agencies to locate stolen vehicles and solve crimes where a vehicle has been used. Over time, the quality and accuracy of ALPR technology has continued to evolve, while also becoming more affordable.

This report recommends the Council approve the following:
•A three-year contract with Flock Safety (S23187316) for ALPR Implementation, and •Automated License Plate Recognition (ALPR) Surveillance Use Policy and Surveillance Evaluation
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•Budget adjustment in the Supplemental Law Enforcement Services fund (grant funding) to provide for this investment.

Three Year Contract with Flock Safety
The proposed three-year contract calls for Flock Safety to install and maintain twenty ALPR cameras at locations identified by the Police Department. It also calls for Flock Safety to provide the Department with searchable access to its ALPR data, and to store the data for 30 days.

Staff proposes a follow-on contract procurement process as permitted under Palo Alto Municipal Code section 2.30.360(k), allowing the use of another governmental agency’s contract or substantially the same contract terms and exempting the competitive solicitation requirements to acquire the fixed ALPR equipment. The contract is based upon the City of Alameda’s recent procurement process that selected Flock Safety. The City’s Procurement Officer has determined that the City of Alameda’s solicitation process is substantially similar to the City’s. City staff reviewed the marketplace for this technology and received uniformly positive feedback from numerous other local government agencies regarding their experiences with the quality and reliability of the ALPR systems supplied by Flock Safety. Therefore, staff recommend moving forward with Flock Safety. Use of the City of Alameda’s contract terms provides a more timely and efficient deployment of this technology than if the City performed its own solicitation process.

Automated License Plate Recognition Surveillance Use Policy Palo Alto’s Surveillance Technology ordinance (No. 5420) modified PAMC §2.30.620, et seq. to establish criteria and procedures to protect personal privacy in the acquisition and use of surveillance technology, and provide for ongoing oversight. Fixed ALPR is “surveillance technology” as defined by the ordinance. The ordinance requires Council approval of the acquisition of new surveillance technology and of a Surveillance Use Policy for each new approved technology. In approving new surveillance technology, the Council must determine that its benefits outweigh the associated costs and concerns.

The ordinance sets forth specific elements that must be present in a Surveillance Use Policy, including proposed access, use, and retention, as well as a description of compliance procedures. The Department has prepared and attached a Surveillance Use Policy, which addresses each of these elements (Attachment B).

In addition, prior to the approval by the Council of a new surveillance activity, the ordinance requires the completion of a Surveillance Evaluation, consisting of five specific elements.

Surveillance Evaluation
(1) A description of the surveillance technology, including how it works and what information it captures;
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A fixed ALPR system captures the date, time, location, license plate (state, partial, paper, and no plate), and vehicle characteristics (make, model, type, and color) of passing vehicles. ALPR cameras are positioned to capture rear license plates only and are not designed to capture images of vehicle occupants or use facial recognition technology. ALPR data is transmitted in an encrypted format to, and stored by, Flock Safety, consistent with Criminal Justice Information System (CJIS) protocols. The Department will access the data via a web-based platform. (2) Information on the proposed purpose, use and benefits of the surveillance technology;
Purpose & Use: Recent years have seen regional increases in catalytic converter thefts, auto burglaries, vehicle thefts and organized retail thefts. The community has also experienced several brazen robberies and residential burglaries. Those responsible for such crimes commonly use a vehicle to travel to and flee from the crime scene. Moreover, they often engage in criminal offenses involving multiple jurisdictions, and commonly arrive in a stolen vehicle, a vehicle bearing stolen plates, or a vehicle that law enforcement has previously connected to verified criminal activity. Identifying such vehicles, via fixed ALPR, as they enter a target area provides law enforcement an opportunity to intervene before additional crimes are committed, and potentially apprehend wanted persons or recover stolen property. ALPR data also provides investigators with an additional technique to identify and apprehend offenders once a crime has already occurred.

Other local communities are currently using fixed ALPR technology, including Menlo Park, Atherton, Los Altos Hills, Saratoga, Campbell, San Jose, Los Gatos, Gilroy, Morgan Hill, Milpitas, and Santa Clara, with others in the process of implementing the technology. Anecdotally, these jurisdictions report that since the deployment of fixed ALPR, they have experienced a marked increase in the recovery of stolen vehicles and report investigative success stories attributable to ALPR data.

Benefits of Usage: The use of ALPR technology provides several potential benefits:
•Real-Time Alerts: When a real-time ALPR alert occurs, notifying police of the presence of a wanted or stolen vehicle, officers can respond to the area to search for the vehicle. If officers locate the vehicle, prior to making an enforcement stop, they visually confirm the plate number and manually check it against law enforcement databases to confirm the accuracy of the ALPR information and the legal justification for the stop. •Deterrence: Even if officers are unable to locate and stop the vehicle in question, suspects may see the police response and be deterred from further criminal activity.

Indeed the mere presence of the fixed ALPR cameras may act as a deterrent. Police personnel have reported to staff that some criminals will intentionally target jurisdictions without ALPR technology and avoid those where it is in use.

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•Solving Crimes Already Committed: Commonly, by the time a crime is reported to police, the suspects have already fled the area, and it is the job of police to identify and locate the suspects at a later time. While victims and witnesses can often provide a description of the vehicle used by a suspect, those descriptions are frequently incomplete (e.g., a partial license plate number, vehicle type and color only) or consist of a license plate number that corresponds to a stolen vehicle or a stolen plate.

Investigators can turn that imperfect information into actionable leads by querying the ALPR database. Existing DMV databases do not offer this capability. •Regional Coordination: ALPR data sharing among local law enforcement partners allows agencies to collaboratively investigate, identify and apprehend multi-jurisdictional offenders, or those who commit crimes in one jurisdiction but reside in another. For example, in the case of organized retail thieves, ALPR data sharing may allow investigators to connect multiple cases across disparate jurisdictions, share evidence, and obtain the best prosecutorial outcomes.
•Expanded Searchable Data Set: Private entities (e.g., shopping centers, individual retailers) utilizing ALPR cameras can share their data with local law enforcement, to include real-time alerts. This is a one-way share. In other words, an entity that shares its ALPR data with law enforcement does not gain access to law enforcement data in return. The investigative usefulness of an ALPR system is greatly enhanced as its searchable data set increases, whether from other law enforcement contributors or private entities.

One of the City Council’s four priorities this calendar year is Community Health and Safety.

While the implementation of ALPR for policing was not previously identified as an objective, based on prior Council discussion and subject to approval staff will recommend adding this as an objective. Further, the 2030 Comprehensive Plan includes policies S-1.6 and S-1.7, which supports a balanced approach of utilizing safety technology with policy-driven safeguards. The Department believes that the deployment of a fixed ALPR system, with sound polices and training, would support crime prevention, criminal apprehension, stolen vehicle recovery, and criminal investigation.
(3) The location or locations where the surveillance technology may be used; To derive maximum benefit with the fewest cameras needed, cameras will be placed at strategically selected locations based on several factors: crime statistics, common vehicular ingress and egress points, and traffic volume. Accounting for these factors provides the greatest likelihood of capturing images of suspects’ vehicles and their license plates. While the Department has no intention of permanently installing ALPR cameras in residential neighborhoods, cameras could be temporarily repositioned in response to a specific crime in a specific neighborhood. If placed in a residential neighborhood, cameras would not be positioned to capture images of homes, front yards, or pedestrians.

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(4) Existing federal, state and local laws and regulations applicable to the surveillance technology and the information it captures; the potential impacts on civil liberties and privacy; and proposals to mitigate and manage any impacts;
Some organizations, such as the American Civil Liberties Union (ACLU), have generally expressed concerns about the use of ALPR, specifically on the aspects of data access, storage, retention, sharing, and reporting. The Department’s proposed Surveillance Use Policy is responsive, in whole or in part, to each of these concerns and the ACLU’s LPR guidelines2. For example, while many local law enforcement agencies retain ALPR data for one year and often longer, the Department believes that a retention period of 30 days will adequately support its investigative needs. Only data which has been identified as relevant to a specific criminal investigation will be retained longer.

In addition to the City Surveillance Technology Ordinance, California Civil Code §1798.90.5, et seq. governs the collection of license plate information by government agencies. It spells out the policies and training that an agency must implement when collecting ALPR data. These policies, largely, address the same concerns set forth above. The Department will ensure that its policies and training satisfy the requirements of this statute. Flock Safety has adopted a usage and privacy policy consistent with California Civil Code §1798.90.5, et seq. Moreover, by the terms of the proposed contract with the City, Flock Safety is required to observe specific data security protocols, including restricting data access only to that which is necessary for system maintenance, logging all access by its employees, conducting quarterly compliance audits, and permitting the City to review these audits logs.

Internally, data will only be accessible to trained staff with a legitimate law enforcement need, and all queries will be logged and subject to audit. Whereas some local law enforcement agencies share data with federal and out of state law enforcement agencies, the Department will only share its data with other local law enforcement agencies with whom an MOU is in place, and those queries would likewise be logged. Neither the Department, nor Flock Safety, will share the Department’s data with any non-law enforcement entities. The Department will make accessible to the public, via its ALPR webpage3, relevant policies as well as information concerning the number of cameras deployed, the data retention period, and the names of law enforcement agencies with whom it shares data. Flock Safety will also maintain a publicly- accessible Transparency Portal containing much of the same information. (5) The costs for the surveillance technology, including acquisition, maintenance, personnel and other costs, and current or potential sources of funding. 2 https://www.aclunc.org/publications/making-smart-decisions-about-surveillance-guide-community- transparency-accountability
3 https://www.cityofpaloalto.org/Departments/Police/Public-Information-Portal/Automated-License-Plate- Recognition-ALPR
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In year one, the initial deployment of this ALPR technology would come at a total cost of $61,900, including the initial installation and setup. In years two and three, the on-going annual cost is $52,500. This includes access to the cameras, data storage, and access to the ALPR database. The Department anticipates no more $2,500 will be needed annually to repair any damaged equipment. The Department intends to use existing COPS funds to fund the initial deployment.

TIMELINE
The Department is informed that, following Council approval, Flock Safety can complete the installation and setup process within 8 weeks. Associated Department personnel training and policy implementation can also be accomplished during this timeframe.

FISCAL/RESOURCE IMPACT
The Department is contracting for the installation and use – not the purchase – of ALPR cameras. Flock Safety will complete the installation and setup of the cameras and will be the owner of the equipment. The cameras are solar-powered and transmit data via a wireless cell signal, requiring no utility connection. Flock Safety will maintain or replace the cameras as needed. Data storage - other than specific images identified as evidence in a criminal investigation - will be the responsibility of Flock Safety who will be responsible for maintaining CJIS data protocols, and the data will be accessed via a web platform, requiring no new software.

The implementation of this ALPR technology will come at a total cost of $61,900, including the initial installation and setup, which should encompass the remainder of FY 2023 and FY 2024.

For subsequent years (FY2025 and FY 2026), costs are projected to be $52,500 annually. This includes access to the cameras, data storage, and access to the ALPR database. Damaged cameras will be replaced by Flock Safety at a cost of $500 per camera, with an annual cost not expected to exceed $2,500. Funding for years one and two of contract will come from the SLES Fund balance for FY 2023 and FY 2024. Subsequent years of the contract are subject to appropriation of funds through the annual budget process. Staff will seek to continue use of grant funds for future funding, however, if unsuccessful, this would be an ongoing General Fund cost.

STAKEHOLDER ENGAGEMENT
The Department participated in a Council ALPR study session on October 24, 2022. Prior to that, the Department consulted with several other agencies to gather best practices for the deployment, and oversight of a fixed ALPR program.

In November 2022, the Department met with a representative of the Peninsula Chapter of the ACLU to better understand the ACLU’s concerns about the use of ALPR technology, and to discuss the Department’s efforts to be responsive to those concerns in drafting a surveillance use policy.

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Additionally, in December 2022, the Department accepted invitations to address the topic with the Palo Alto Chamber of Commerce and a neighborhood group.

On February 13, 2023, the Department launched an informational webpage, including an opportunity for community input. This yielded 7 total submissions: 1 solicitation from an ALPR vendor, 1 comment questioning the need for ALPR, and 5 supportive comments.

On March 9, 2023, the Department presented a virtual information session on ALPR technology.

A recording was subsequently posted to the Department’s dedicated ALPR webpage, and has been viewed 30 times.

ENVIRONMENTAL REVIEW
Approval of this agreement and surveillance policy are categorically exempt under CEQA regulation 15321 for enforcement actions.

ATTACHMENTS
Attachment A – Flock Safety, Contract No. S23187316
Attachment B – Palo Alto Police Fixed ALPR Surveillance Use Policy Attachment C – ACLU Guidelines
APPROVED BY:

Andrew Binder, Police Chief
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Professional Services
Rev. Dec.15, 2020

CITY OF PALO ALTO CONTRACT NO. S23187316

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF PALO ALTO AND FLOCK GROUP INC. dba FLOCK SAFETY

This Agreement for Professional Services (this “Agreement”) is entered into as of the 1st day of April, 2023 (the “Effective Date”) , by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and FLOCK GROUP INC. dba FLOCK SAFETY, a Delaware corporation, Department of Industrial Registration No. PW -LR-1000674310 located at 1170 Howell Mill Road NW, Suite 210, Atlanta, Georgia, 30318 (“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 an Automated Licens e Plate Reader System (ALPR) (the “Project”) and desires to engage a consultant to furnish all equipment, equipment maintenance, installation, materials, tools, and software services to implement ALPR across City of Palo Alto’s key areas in connection with the Project (the “Services”, as detailed more fully in Exhibit A).

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

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

NOW, THEREFORE, in consideration of the recit als, 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. T he performance of all Services shall be to the reasonable satisfaction of CITY.

SECTION 2. TERM.

The term of this Agreement shall be from the date of its full execution through June 30, 2026 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement. CITY shall have the option to extend the term of this Agreement for one additional renewal t erm of 24 months, through June 30, 2028.

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 DocuSign Envelope ID: 78022207-A8AC-434B-9092-A13B6992B6BE Item 11
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this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT.

CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT.

SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structur e detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed One Hundred Sixty Six Thousand Nine Hundred Dollars ($166,900). 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 ab ove, CITY has set aside an annual amount of Two Thousand Five Hundred Dollars ($2,500); the total not-to-exceed compensation amount of Seven Thousand Five Hundred Dollars ($7,500) for the performance of Additional Services ( as defined below). The total co mpensation for performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C , shall not exceed One Hundred Seventy Four Thousand Four Hundred Dollars ($174,400), 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 S ervices in this Section 4. CONSULTANT shall prov ide Additional Services only by advanced, written authorization from CITY as detailed in this Section . Additional Services , if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1, entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.

To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the DocuSign Envelope ID: 78022207-A8AC-434B-9092-A13B6992B6BE Item 11
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amount of compensation set forth for Additional Services in this Section 4 .

CONSULTANT shall only be compensated for Additional Services performed under an authorized Task Order and only up to the maximum amount of compensation set forth for Additional Services in this Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement.

SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the S ervices performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C -1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice.

SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it , its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this A greement shall meet the pr ofessional 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 Agreem ent, 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 c hange order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions.

SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of prob able 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.

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SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which CONSULTANT performs the S ervices requested by CITY under this Agreement.

CONSULTANT and any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT wi ll 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 re lated to CONSULTANT’s performance of the Services, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT ’s provision of the Services only, and not as to the means by which such a result is obtained.

SECTION 11. ASSIGNMENT . The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSUL TANT’s obligations hereunder without the prior written approval of the C ity 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 c omplete the Services. The subcon tractors authorized by CITY to perform work on this Project are: None

CONSULTANT shall be responsible for directing the work of any subcontractors and for any compensation due to subcontractors . CITY assumes no responsibil ity whatsoever concerning compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts and omissions of subcontractors . CONSULTANT shall change or add subcontractors only with the prior written approval of the City Manager or designee.

SECTION 13. PROJECT MANAGEMENT . CONSULTANT will assign Kyle Egkan, Telephone: (714) 469-0389, Email: [email protected] as the CONSULTANT’s Project DocuSign Envelope ID: 78022207-A8AC-434B-9092-A13B6992B6BE Item 11
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Manager to have supervis ory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day- to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s 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 Cpt. James Reifschneider, Police Department, Investigative Services Division, 275 Forest Avenue, Palo Alto, CA, 94301, Telephone: (650) 838-2778. CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time.

SECTION 1 4. OWNERSHIP OF MATERIALS . All work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product available to any individual or organization without the prior written approval of the C ity Manager or designee. CONSULTANT makes no representati on of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services.

SECTION 15. AUDITS . CONSULTANT agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, CONSULTANT’s records pertaining to matters covered by this Agreement, including without limitation records demonstrating compliance with the requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later.

SECTION 16. INDEMNITY.

16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and age nts (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party.

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16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its officers, employees, agents or contractors under this Agreement.

16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement.

SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 2 9.4 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 parti al 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 G uide ratings of A -:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above.

18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days ’ prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT , CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement.

18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT ’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss DocuSign Envelope ID: 78022207-A8AC-434B-9092-A13B6992B6BE Item 11
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caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired.

SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.

19.1. Reserved.

19.2. Reserved.

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 t o 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 S ervices 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 acceptan ce by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made in accordance with Section 17 (Waivers).

SECTION 20. NOTICES.

All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows:

To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303

With a copy to the Purchasing Manager

To CONSULTANT: Attention of the P roject 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.

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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 Muni cipal 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 S ection 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregna ncy, genetic information or condition, housing status, marital status, familial status , weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section

2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment.

22.2. CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor or subcontractor, are required to be accessible to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a manner that complies with the ADA and any other applicabl e 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 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, C ONSULTANT shall comply with the following Zero Waste requirements:
(a) All printed materials provided by CONSULTANT to C ITY 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 pr inting 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 DocuSign Envelope ID: 78022207-A8AC-434B-9092-A13B6992B6BE Item 11
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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 par ticular, 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 ge ographic 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 S ection shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement.

SECTION 2 6. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS.

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 cont ract 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 limite d 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, r epair or maintenance, including but not limited to the DocuSign Envelope ID: 78022207-A8AC-434B-9092-A13B6992B6BE Item 11
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