Palo Alto City Council
June 19, 2023

BIDDER (Company Name): Date:

SECTION I – REQUEST FOR QUOTATION (RFQ) AND BIDDER REQUIRED INFORMATION PROJECT TITLE:

AS-NEEDED MATERIAL PURCHASE FOR SAND, ROCK AND CUTBACK

ASPHALT
REQUEST FOR QUOTATION (RFQ) NUMBER:
185983
REBID RFQ DUE:

WEDNESDAY, MARCH 8, 2023 by 3:00 P.M.

February 8, 2023
Project Overview:

The City of Palo Alto’s Public Works Public Services Department and Utilities Department are jointly requesting bids for an up to 3-year contract for the purchase of sand, rock, and cutback asphalt. The City intends to issue a Blanket Purchase Order for the purchase of material on an as-needed basis. The annual contract amount is not to exceed $175K per year. The material will be used to support construction activities performed by City crews.

Actual material quantities, based on operational needs, will significantly differ from the bid quantities.

Visit City of Palo Alto: www.cityofpaloalto.org
Vendor Portal to PlanetBids: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569 Buyer: Philip Mai
[email protected]
(650) 329-2178
Table of Contents
SECTION I Request for Quotation and Bidder Required Information* ...............................1-4 Bidder Representation* …...…............................................................................6 Bidder Information*...........................................................................................7-8 SECTION II Terms & Conditions of Purchase Order Agreement ......................................... 9-11 SECTION III Specifications and Bidder’s Bid Pages*..............................................................12-15 The items identified with an asterisk (*) must be filled out, signed by the appropriate representative of the company and returned with submittal. Failure to complete and/or submit these forms may cause rejection of your Bid.

Item 32
Attachment A - Bid from
Granite Rock Company,
RFQ185983
Item 32: Staff Report Pg. 4 Packet Pg. 412 of 911
(Fill in name on each page) (Date on Each Page)
CITY OF PALO ALTO – RFQ185983
Form Revised: October 29, 2020

BIDDER (Company Name): Date:

February 8, 2023
In response to this Request for Quotation (RFQ), the undersigned, as Bidder, declares that the only persons or parties interested in this Bid as principals are those named herein; that this Bid is made without collusion with any other person, firm or corporation; that the Bidder has carefully examined the specifications herein referred to; and the Bidder proposes and agrees, if this Bid is accepted, that the Bidder will contract with the City of Palo Alto (City), to provide all necessary materials, and furnish the specified requirements in this RFQ, in the manner herein prescribed and at the prices stated in the Bid.

Project Title
As-Needed Materials Purchase for Sand, Rock and Cutback Asphalt City of Palo Alto Request for Quotation (RFQ) number:
185983
Quotation Due Date
Quotation acceptance period closes at 3:00 PM, Wednesday, March 8, 2023. Your quotation/bids must be received by Purchasing and Contract Administration by this due date/time.

Questions and or Clarifications Due Date
Deadline for all questions and or clarification inquiries on this RFQ form must be submitted via Planetbids platform, which due date will close at 1:00 pm, Wednesday, February 22, 2023.

Buyer
Philip Mai
[email protected]
(650) 329-2178
Material Specifications:

Material specifications shall be submitted with the bid and comply with the following standards:

Sand (initial backfill material for Utility trench backfill) Sand shall conform with Section 19-3.02E(2) of the latest edition of the Caltrans State Standard Specifications and shall be imported clean natural sand, free from clay, salt, sea shells, or organic material, suitable for the purpose intended and shall conform to the following gradation:

No. 4 sieve…………….90% - 100%
No. 200 sieve…………0% - 5%
Dredged sand from San Francisco Bay is NOT acceptable.

Class 3 Permeable 1/2" Crushed Rock (initial backfill material for wastewater pipe) 1/2" crushed rock will be designated by nominal size and shall conform to the following gradation when tested in accordance with sections 6 and 68-2.02F(4) of the latest edition of the Caltrans State Standard Specifications Class 3 permeable base:

Passing a 1-1/2” sieve………….................100%
Item 32
Attachment A - Bid from
Granite Rock Company,
RFQ185983
Item 32: Staff Report Pg. 5 Packet Pg. 413 of 911
(Fill in name on each page) (Date on Each Page)
CITY OF PALO ALTO – RFQ185983
Form Revised: October 29, 2020

BIDDER (Company Name): Date:

Passing a 1” sieve…………………….………….88% - 100%
Passing a 3/4” sieve……………………..........52% - 85%
Passing a 3/8" sieve...............................15% - 38% Passing a No. 4 sieve..............................0% - 16% Passing a No. 8 sieve..............................0% - 6% This material shall contain at least 75% of the particles having one or more fractured faces. Not over 25% shall be particles showing no such faces.

Crushed rock shall meet the test grading requirements of ASTM C 131 test grading B.

Class 2 Aggregate Base (3/4”) (subsequent backfill material for all pipes) Class 2 (3/4") will be designated by nominal size, shall conform to the following gradation, and shall meet the requirements of Sections 6 and 26-1.02B of the latest edition of the Caltrans State Standard Specifications:

Passing a 1” sieve………………………...........100%
Passing a 3/4" sieve................................87% - 100% Passing a No. 4 sieve...............................30% - 65% Passing a No. 30 sieve.............................5% - 35% Passing a No. 200 sieve...........................0% - 12% Asphalt Cutback (3/8”) (Cold/Mix (45CLDMIX))
Asphalt Cutbacks (3/8”) shall meet the requirements found in the latest edition of Caltrans State Standard Specification of Section 93, referred to as “Liquid Asphalts”.

Terms of Agreement
Intends to issue a pricing agreement for a period up to three (3) years term to purchase Sand, Rock and Asphalt as-needed by the Utilities and Public Works Department. A Blanket Order will be issued annually for the purchase and delivery of Sand, Rock and Asphalt. A City of Palo Alto representative will issue release orders for goods on an as-requested and authorized basis. Based on historical usage the annual expenditures are estimated to be $175,000 per year. The not to exceed amount per year of this agreement as specified is approximate and may increase or decrease during the contract term, and no guarantee is implied that the exact amount will be available for the term of the agreement. The term of the pricing agreement shall be from the date of its full execution by City, and shall expire three (years) from the commencement date, subject to:
• Firm fixed price for the initial term of the pricing agreement; • City Council’s approval of each fiscal year budget and appropriation of funds; • The Vendor’s compliance with the terms and conditions as established by this RFQ; • The Vendor’s satisfactory performance, and timely compliance with the requirements of this RFQ; • Firm fixed pricing for the entire term, as set forth herein; • The Vendor’s ability to deliver within a maximum of 5 Days following City’s request; • Payment terms are Net 30 or greater; and
• Notwithstanding the foregoing, City may terminate the agreement, with or without cause, by providing ten (10) days written notice.

Item 32
Attachment A - Bid from
Granite Rock Company,
RFQ185983
Item 32: Staff Report Pg. 6 Packet Pg. 414 of 911
(Fill in name on each page) (Date on Each Page)
CITY OF PALO ALTO – RFQ185983
Form Revised: October 29, 2020

BIDDER (Company Name): Date:

Contract Award
The contract, if awarded, shall be awarded to the lowest responsive and responsible bidder. The lowest bid shall be the lowest total of the bid price quoted on the Bid Schedule. The total price is being used for the purpose of determining the lowest responsible bidder. The City requires a complete quote to be submitted which includes all line items. Purchaser reserves the right to make “no award” and delete from consideration for award any item or part of any item contained in this RFQ.

Pursuant to Palo Alto Municipal Code Section 2.30.440(c), a responsible bidder is a Bidder determined by the awarding authority:
(1) To have demonstrated the attribute of trustworthiness, and to have the quality, fitness, capacity, experience, and skill to satisfactorily perform the work, or provide the goods and/or services called for in the invitation for bids;
(2) To have the ability to perform the contract within the time specified; (3) To have the equipment, facilities and resources of such capacity and location to enable the Bidder to perform the contract;
(4) To have the ability to provide, as required, future maintenance, repair, parts and service for the use of goods purchased;
(5) To have a record of satisfactory or better performance under prior contracts with the city or others; and
(6) To have complied with applicable laws, regulations, policies (including city policies), guidelines and orders governing prior or existing contracts performed by the Bidder.

Submittal of Documents
All bids shall be submitted electronically through the City’s electronic procurement system, (Planet Bids) at:
https://www.planetbids.com/portal/portal.cfm?CompanyID=25569.

Bids must be received no later than 3:00 pm, Wednesday, March 8, 2023. The e-procurement system will not accept any bids after the specified close time.

Complete,sign, and submitthe RFQ/BidderInformation and Bidder Bid Pageswith your quotation/bid. Failure to complete and/or submit these forms may cause rejection of your quotation/bid. All quotations/bids must be submitted on these forms.

Bid Submittals
Bids must be submitted though the City’s electronic procurement system. Bidder must complete line items information, Section 1: Bidder required information form. Section III: Bidder Bid pages, completed in full and signed. In addition, the Bidder shall attach (i.e. upload) the completed and signed Bidder required information form, bidder bid pages and all other documents required in this RFQ (collectively, the “Bidder’s Documents”).

The Bidder will ensure that the information the Bidder inputs into the electronic procurement system matches the information on the Bidder’s Documents it uploads to the electronic procurement system. Any conflict or discrepancy will be resolved as provided below (Requirements and Order of Precedence) in this Bid Submittals Section.

Requirements and Order of Precedence: In the event of any conflict or discrepancy between any requirements provided in this RFQ (including but not limited to bid submittal requirements) and any requirements that may be stated in the City’s electronic procurement system, the requirements of this RFQ will control. In the event of any conflict or discrepancy between information included on (or omitted from) the Bidder Bid Pages or Bidder’s Documents uploaded to the City’s electronic procurement system and any information inputted into the City’s electronic procurement system, the information included on (or omitted from) the uploaded Bidder Item 32
Attachment A - Bid from
Granite Rock Company,
RFQ185983
Item 32: Staff Report Pg. 7 Packet Pg. 415 of 911
(Fill in name on each page) (Date on Each Page)
CITY OF PALO ALTO – RFQ185983
Form Revised: October 29, 2020

BIDDER (Company Name): Date:

Bid Pages or Bidder’s Documents will control. For clarity, the Bidder’s Documents uploaded into the electronic procurement system constitute a Bidder’s Bid, whereas the information a Bidder inputs into the electronic procurement system is for administrative convenience and will not control over the uploaded Bidder’s Documents in event of a conflict or discrepancy.

Addenda/Clarifications
Should discrepancies be found in this RFQ or should there be a need to clarify this RFQ, questions or comments regarding this RFQ must be submitted to the City no later than 1:00 p.m., Wednesday, February 22, 2023.

Correspondence shall be communicated through the City’s e-procurement system Q&A tab. Responses from the City will be communicated through the City’s e-procurement system to all recipients of this RFQ via addendum. Inquiries received after the date and time stated may not be accepted. All addenda shall become a part of this RFQ and shall be acknowledged on the Bidder’s information form. The City shall not be responsible for nor be bound by any oral instructions, interpretations or explanations issued by the City or its representatives.

Delivery Requirements
When delivery time is requested in the quote or bid documents, time shall be of the essence; therefore, the quote or bid shall include the delivery date. In some instances, the City may specify only a maximum number of hours/days for delivery requirement as part the criteria to determine the award. The purchase order to be awarded is for a specific quantity purchased at one time. See Section III - Specifications and Bidder pages for the delivery requirements.

In the event, that the City receives materials that do not meet the specification outlined in “Section B. Material Specifications”, the City may reject the load/delivery. The rejection of the delivery shall not result in any additional fees to the City.

Decision to Reject
The City reserves the right to reject any or all quotations (bids), to waive any informalities contained therein, and to select quotations on an item-by-item basis. The City reserves the right to award more than one contract from this solicitation. No quotation may be withdrawn for a period of sixty (60) days following the date of bid opening. The terms and conditions (the provisions) that shall govern any resulting agreement between City and the Lowest Responsible Bidder are contained in this RFQ. No charges of any kind will be allowed unless specifically made part of your quotation and are specified in your response.

Rights of the City of Palo Alto
This RFQ does not commit the City to enter into a contract, nor does it obligate the City to pay for any costs incurred in preparation and submission of quotation or in anticipation of a contract.

Exceptions
To the specifications or requirements issued must be itemized and justified in writing and included with proposals or quotations submitted.

Documentation
Manuals, when applicable, shall be furnished by the Vendor with the shipment or under separate cover.

Taxes
Quotations shall include all applicable federal, state and local taxes, import duties, commissions or other charges.
(Refer to Bidder’s Representation Next Page)
Item 32
Attachment A - Bid from
Granite Rock Company,
RFQ185983
Item 32: Staff Report Pg. 8 Packet Pg. 416 of 911
Item 32
Attachment A - Bid from
Granite Rock Company,
RFQ185983
Item 32: Staff Report Pg. 9 Packet Pg. 417 of 911
(Fill in name on each page) (Date on Each Page)
CITY OF PALO ALTO – RFQ185983
Form Revised: October 29, 2020

BIDDER (Company Name): Date:

BIDDER INFORMATION:

Provide the information requested below or indicate “not applicable”, if appropriate:

A. Primary Contact Information:

B. Bidder’s Company is established as a:

Sole Proprietorship Joint Venture Partnership Corporation Date Incorporated:

State Incorporated:

Date Authorized to do businessin California:

Other (explain):

List Names and Titles of Officers or Partners, if applicable:

Name Title
C. Have you (or your firm) previously worked for the City of Palo Alto? If “Yes”, provide information below:

Yes No
Position Title Department Dates (From/To) FT/PT/Consulting/Other D. The Bidder represents that it has not retained a person to solicit or secure a City contract (upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee) except for retention of bona fide employee or bona fide established commercial selling agencies for the purpose of securing business.

E. The firm and individuals listed below, certify that: they do not and in the performance of this contract they will not discriminate in employment of any person because of race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person; and further certify that they are in compliance with all Federal, State and local directives and executive orders regarding nondiscrimination in employment Company Name:

Address:

Remit to Address, if different
Website:

Contact Person Name:

Email:

Phone:

Item 32
Attachment A - Bid from
Granite Rock Company,
RFQ185983
Item 32: Staff Report Pg. 10 Packet Pg. 418 of 911
Item 32
Attachment A - Bid from
Granite Rock Company,
RFQ185983
Item 32: Staff Report Pg. 11 Packet Pg. 419 of 911
(Fill in name on each page) (Date on Each Page)
CITY OF PALO ALTO – RFQ185983
Form Revised: October 29, 2020

BIDDER (Company Name): Date:

SECTION III – SPECIFICATIONS AND BIDDER’S BID PAGES

SPECIFICATIONS
A. Project Overview:

The City of Palo Alto Utilities Department requests bids for an up to 3-year contract for purchase of sand, rock, and cutback asphalt. The City intends to issue a Blanket Purchase Order for the purchase of material on an as-needed basis. The annual contract amount is not to exceed $175K per year. The material will be used to support construction activities performed by City crews. Actual material quantities, based on operational needs, will significantly differ from the bid quantities.

B. Material Specifications:

Material specifications shall be submitted with the bid and comply with the following standards:

1. Sand (initial backfill material for water and gas pipes) Sand shall conform with Section 19-3.02E(2) of the latest edition of the Caltrans State Standard Specifications and shall be imported clean natural sand, free from clay, salt, sea shells, or organic material, suitable for the purpose intended and shall conform to the following gradation:

No. 4 sieve…………… 90% - 100%
No. 200 sieve………… 0% - 5%
Dredged sand from San Francisco Bay is NOT acceptable.

2. Class 3 Permeable 1/2" Crushed Rock (initial backfill material for wastewater pipe) 1/2" crushed rock will be designated by nominal size and shall conform to the following gradation when tested in accordance with sections 6 and 68-2.02F(4) of the latest edition of the Caltrans State Standard Specifications
Class 3 permeable base:

Passing a 1-1/2” sieve…………..............................................100% Passing a 1” sieve…………………….………………………………………88% - 100%
Passing a 3/4” sieve……………………...................................... 52% - 85% Passing a 3/8" sieve............................................................ 15% - 38% Passing a No. 4 sieve...........................................................0% - 16% Passing a No. 8 sieve...........................................................0% - 6% This material shall contain at least 75% of the particles having one or more fractured faces. Not over 25% shall be particles showing no such faces.

Crushed rock shall meet the test grading requirements of ASTM C 131 test grading B.

Item 32
Attachment A - Bid from
Granite Rock Company,
RFQ185983
Item 32: Staff Report Pg. 12 Packet Pg. 420 of 911
(Fill in name on each page) (Date on Each Page)
CITY OF PALO ALTO – RFQ185983
Form Revised: October 29, 2020

BIDDER (Company Name): Date:

3. Class 2 Aggregate Base (3/4”) (subsequent backfill material for all pipes) Class 2 (3/4") will be designated by nominal size, shall conform to the following gradation, and shall meet the requirements of Sections 6 and 26-1.02B of the latest edition of the Caltrans State Standard Specifications:

Passing a 1” sieve……………………….......................................100% Passing a 3/4" sieve.............................................................87% - 100% Passing a No. 4 sieve............................................................30% - 65% Passing a No. 30 sieve..........................................................5% - 35% Passing a No. 200 sieve........................................................0% - 12%

4. Asphalt Cutback (3/8”) (Cold/Mix (45CLDMIX)
Asphalt Cutbacks (3/8”) shall meet the requirements found in the latest edition of Caltrans State Standard Specification of Section 93, referred to as “Liquid Asphalts”.

C. Delivery:

All material shall be delivered to the City of Palo Alto Municipal Service Center bunkers within five (5) business days of each work request. Prices quoted for deliveries shall remain firm for each period listed and shall include all applicable fees, transportation, delivery charges, and all other incidentals as necessary to perform the requirements of this RFQ. Pricing shall also include an allowance for fuel price increase during the contract. Requests for price adjustment during the contract period will not be allowed.

In the event, that the City receives materials that do not meet the specification outlined in “Section B.

Material Specifications”, the City may reject the load/delivery. The rejection of the delivery shall not result in any additional fees to the City.

Delivery point:

City of Palo Alto
Municipal Service Center (MSC)
3201 E. Bayshore Road
Palo Alto, CA 94303
D. Progress Payment:

City of Palo Alto’s Payment terms for this contract will be Net 30. The supplier shallsubmit monthly invoices for actual quantities purchased.
(Refer to Bidder’s Bid Pages Next Page)
Item 32
Attachment A - Bid from
Granite Rock Company,
RFQ185983
Item 32: Staff Report Pg. 13 Packet Pg. 421 of 911
(Fill in name on each page) (Date on Each Page)
CITY OF PALO ALTO – RFQ185983
Form Revised: October 29, 2020

BIDDER (Company Name): Date:

BIDDER’S BID PAGES
Bidder’s Response and Acceptance
In response to this Request for Quotations (RFQ), the undersigned, as Bidder, declares that the only persons or parties interested in this Bid as principals are those named herein; that this Bid is made without collusion with any other person, firm or corporation; that the Bidder has carefully examined the specifications herein referred to; and the Bidder proposes and agrees, if this Bid is accepted, that the Bidder will contract with the City of Palo Alto (City), to provide all necessary materials, and furnish the specified requirements in this RFQ, in the manner herein prescribed and at the prices stated.

Project Title: As-Needed Material Purchase for Sand, Rock and Asphalt Request for Quotations (RFQ) No. 185983
Quotation Due Date: 3:00 P.M., WEDNESDAY, MARCH 8, 2023 BID SCHEDULE:

A: Base Bid – Year 1:

BID
ITEM

APPROXQ
TY. UNIT

DESCRIPTION, WITH UNIT PRICE IN WORDS
(EACH BID ITEM SHALL INCLUDE ALL APPLICABLE TAXES, PROFIT, INSURANCE,

BONDS, AND OTHER OVERHEAD)

UNIT PRICE TOTAL ITEM
PRICE
1 2,000 Ton Clean Sand, Salt-Free and Clay-Free (Felton*) (*Utility Trench sand from Quail Hollow is acceptable) $ $ 2 500 Ton Class 3 Permeable 1/2" Crushed Rock $ $
3 3,500 Ton Class 2 Aggregate Base Rock $ $
4 500 Ton Cutback Asphalt, 3/8” Cold/Mix (45CLDMIX) $ $ Base Bid - Year 1 Total (items 1 through 4)
(Total in words:__________________________________________________) $
B: Additive Alternate Bid – Year 2:

BID
ITEM

APPROXQ
TY. UNIT

DESCRIPTION, WITH UNIT PRICE IN WORDS
(EACH BID ITEM SHALL INCLUDE ALL APPLICABLE TAXES, PROFIT, INSURANCE,

BONDS, AND OTHER OVERHEAD)

UNIT PRICE TOTAL ITEM
PRICE
5 2,000 Ton Clean Sand, Salt-Free and Clay-Free (Felton*) (*Utility Trench sand from Quail Hollow is acceptable) $ $ 6 500 Ton Class 3 Permeable 1/2" Crushed Rock $ $
7 3,500 Ton Class 2 Aggregate Base Rock $ $
8 500 Ton Cutback Asphalt, 3/8” Cold/Mix (45CLDMIX) $ $ Additive Alternate Bid - Year 2 Total (items 5 through 8) (Total in words:__________________________________________________) $
Item 32
Attachment A - Bid from
Granite Rock Company,
RFQ185983
Item 32: Staff Report Pg. 14 Packet Pg. 422 of 911
(Fill in name on each page) (Date on Each Page)
CITY OF PALO ALTO – RFQ185983
Form Revised: October 29, 2020

BIDDER (Company Name): Date:

C: Additive Alternate Bid – Year 3:

BID
ITEM

APPROXQ
TY. UNIT

DESCRIPTION, WITH UNIT PRICE IN WORDS
(EACH BID ITEM SHALL INCLUDE ALL APPLICABLE TAXES, PROFIT, INSURANCE,

BONDS, AND OTHER OVERHEAD)

UNIT PRICE TOTAL ITEM
PRICE
9 2,000 Ton Clean Sand, Salt-Free and Clay-Free (Felton*) (*Utility Trench sand from Quail Hollow is acceptable) $ $ 10 500 Ton Class 3 Permeable 1/2" Crushed Rock $ $
11 3,500 Ton Class 2 Aggregate Base Rock $ $
12 500 Ton Cutback Asphalt, 3/8” Cold/Mix (45CLDMIX) $ $ Additive Alternate Bid - Year 3 Total (items 9 through 12) (Total in words:__________________________________________________) $
Base Bid – Year 1 Total (items 1 through 4)………………………………………. $____________________ A. Additive Alternate Bid – Year 2 Total (items 5 through 8)…………….. $____________________ B. Additive Alternate Bid – Year 3 Total (items 9 through 12)…………… $____________________ GRAND TOTAL (items 1 through 12)………………………………………………. $____________________

LOWEST RESPONSIBLE BIDDER
The lowest bid shall be the lowest Grand Total of the bid prices on the entire contract. This total is being used for the purpose of determining the lowest responsible bidder.

QUANTITIES: Material quantities as specified are approximate and no guarantee is implied that the exact amount will be purchased.

CONTRACTOR LICENSE NUMBER: ____________________________ DIR NUMBER: __________________________
Signature must be the same as signature(s) in Section I – Request for Quotation and Bidder Required Information.

Signature:
_______________________________________________ (Signature) _______________________________________________ (Print name) Item 32
Attachment A - Bid from
Granite Rock Company,
RFQ185983
Item 32: Staff Report Pg. 15 Packet Pg. 423 of 911
City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Administrative Services
Meeting Date: June 19, 2023
Report #:2304-1337
TITLE
Approval of Contract No. C23187298A with MuniServices, LLC for Tax and Fee Consulting Services in a Total Not-To-Exceed Amount of $1,161,550 Over a Five-Year Term and Contract No. C23187298B with HdL Coren & Cone for Property Tax Consulting Services in a Total Not-ToExceed Amount of $111,800 Over a Five-Year Term; CEQA Status – Not a Project

RECOMMENDATION
Staff recommends that the City Council:

1. Approve and authorize the City Manager or his designee to execute the attached contract with MuniServices, LLC (Attachment A, Contract No. C23187298A) in an amount not-to-exceed $1,161,550 for tax and fee program administration, fee payment collection and reporting services over a five-year term,

2. Approve and authorize the City Manager or his designee to execute the attached contract with HdL Coren and Cone (Attachment B, Contract No. C23187298B) in an amount not-to-exceed $111,800 for property tax analysis and reporting services over a five-year term.

EXECUTIVE SUMMARY
A Request for Proposal (RFP) for tax and fee consulting services was issued in Spring 2023. The RFP solicited proposals for support administration, reporting, and auditing of certain taxes and to also implement the City’s new Business Tax (BT), as passed by the voters in November 2022.

Staff received proposals from three consulting firms for the following services:

1. Sales tax analysis, information, and reporting services

2. Administration, reporting, and audit services for:
a. Business Tax (BT)
b. Business Registry Certificate Program (BRC)
c. Business Improvement District fees (BID)
d. Transient Occupancy Tax (TOT)
Item 33
Item 33 Staff Report
Item 33: Staff Report Pg. 1 Packet Pg. 424 of 911
e. Telephone Users Tax (TUT)

3. Property tax analysis, information, and reporting services The three proposals were evaluated based on criteria outlined in the RFP. Staff recommends awarding services to two of the three consulting firms that submitted proposals: MuniServices, LLC for services described in one and two listed above. Staff recommends awarding property tax analysis to HdL Coren & Cone (HdL CC) (task three listed above).

Completion and recommended selection of consulting resources to administer the new Business Tax was a key variable in determining staffing resource needs to administer this new revenue. With the completion and recommended selection of a service provider, staff also recommends approval of funding for the equivalent of two positions (2.0 FTE) to support the administration of the new tax in collaboration with the consulting support. Resources to fund consulting services and internal staff resources are included in the June 19, 2023 City Manager Report, Adoption of the FY 2024 Operating and Capital Budgets staff report (CMR 2303-1162).

BACKGROUND
MuniServices is the current consultant for sales and use tax audit and information services and BRC, BID, TOT and TUT administration, report, and audit services. The firm was selected based on a competitive solicitation process conducted in 2019 and agreements were approved by Council on December 2, 20191. The existing contract with MuniServices expires December 2, 2024, however staff issued the RFP in advance acknowledging implementation of the BT will begin summer 2023 for the first collection in January 2024.

Property tax analysis and reporting services is currently performed by HdL CC, who was the only firm to submit a proposal for these services. The initial contract with HdL CC began in 2019 and was recently extended2 to continue services during the timeframe the RFP was issued. HdL CC has provided valuable information and insight beyond reports provided by the County that assists staff with forecasting property tax and documentary transfer tax revenues.

Below are brief descriptions of the analysis, reporting, and tax administrative services provided:

Sales and Use Tax Analysis, Information, and Reporting Services: Quarterly sales and use tax reports from the City’s sales tax consultant provide revenue projections that are used regular revenue monitoring activities, the City’s Long Range Financial Forecast (LRFF), and in the City’s annual budget process. Briefings and analysis from the sales tax consultant include information from the California Department of Tax and Fee Administration (CDTFA), the state agency that administers sales and use tax, of sales and use tax revenue performance; top revenue producers by economic segment and/or geographical area; trend analysis; revenue projections; 1 City Council, December 2, 2019, Item #4: https://www.cityofpaloalto.org/files/assets/public/agendas-minutesreports/reports/city-manager-reports-cmrs/year-archive/2019/10493.pdf?t=61629.45 2 City Council, April 10, 2023, Item #6: https://portal.laserfiche.com/Portal/DocView.aspx?repo=r704298fc&id=65895 Item 33
Item 33 Staff Report
Item 33: Staff Report Pg. 2 Packet Pg. 425 of 911
identification of major businesses that influence change in the City’s tax revenue; and an analysis of potential growth or decline shifts in local, state, and national economy; and legislature related to sales and use tax. In addition, sales and use tax audit and discovery efforts are included in this package of services; approximately $0.5 million in sales tax revenue has been recovered since 2019.

Tax and Fee Administration, Reporting and Audit Services (BT, BRC, BID, TOT, and TUT): These services assist with streamline the administration and collection of taxes and assessment fees.

Collection, reporting, and payment remittance for these taxes and fees are done online through the City’s website. This contract includes audit and discovery to achieve improved assurance that these taxes and fees are accurate and complete. The scope, work plan, and fees for these services, which includes up front costs for configuration and roll out of the new BT, can be found in the attached draft contract.

Property Tax Analysis, Information, and Reporting Services: Information provided by the City’s property tax consultant is used with data provided by the County of Santa Clara to provide insight into real estate activity occurring in the City. Additional informational reports can be provided on an ad hoc basis to support special projects or requests. Examples of such reporting needs include parcel tax or general obligation (GO) bond modeling; LRFF development; the annual budget process; and other special projects in the Treasury, Debt, and Investments Division. Parcel information used for the BT is a recent example of a special project.

ANALYSIS
Procurement Process
An RFP was issued on February 9, 2023 for tax and fee consulting services and was structured to allow award to multiple firms. Proposals were due by March 2nd and the City received three proposals. Table 1 outlines a summary of the RFP process:

Table #1: Summary of Request for Proposal3
Proposal Description Tax and Fee Consulting Services (RFP #187298) Proposed Length of Project Ongoing
Number of Vendors Notified 1,485
Number of Proposal Packages Downloaded 12
Total Days to Respond to Proposal 22 calendar days
Pre-Proposal Meeting None
Number of Proposals Received Three
3 Tax and Fee Consulting Services Request for Proposal posted on PlanetBids:
https://pbsystem.planetbids.com/portal/25569/bo/bo-detail/102065 Item 33
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Table #1: Summary of Request for Proposal3
Proposal Price Range $111,800 to $1,292,300
Public Link to Solicitation https://pbsystem.planetbids.com/portal/25569 /bo/bo-detail/1020654
A committee was formed that included staff from the Treasury Division and Revenue Collections Divisions in ASD, the Information Technology Department and the City Manager's Office to evaluate the three proposals submitted to the City, based on criteria outlined in the RFP. Proposals were first evaluated and then an interview and demonstration of each firms platform was conducted. The heaviest weighed criteria were quality of the proposal, effectiveness of services and website portal, and firm experience. Based on the evaluation committee review, MuniServices and HdL CC were selected. Both MuniServices and HdL CC were the firms who submitted the lowest cost proposals for the services offered by the firm.

Table 2 compares fees for the new contract and previous contract with MuniServices; changes are noted in bold/italic. The new five-year contract with Avenu totals $1,161,550 (includes $50,000 of additional services), a $461,550 increase compared to the previous contract, driven primarily by fees for collection and administration of the business tax. The one-time set up fee for the business tax is $30,000. Ongoing costs will be an annual flat fee of $10,000, with a $13 per participant annual fee (increased annually by CPI). The per participant cost over five years totals $668,050, which ranges between $120,000 and $147,000 annually, assuming the maximum 5% CPI adjustment. Estimated generated revenue for the business tax assumed 1,210 commercial properties in the City. There are approximately 1,600 businesses in the BRC and approximately 7,000 sales tax payors. The annual participant cost was calculated assuming 9,300 business tax and fee participants within the City (25% above the number of sales tax payors) to account for business that are subject to the business tax but do not pay sales tax.

This count of businesses will be refined after the first year of collection. 4 PlanetBids, RFP 187298 – Tax and Fee Consulting Services:
https://pbsystem.planetbids.com/portal/25569/bo/bo-detail/102065 Table #2: MuniServices Comparison of Previous and New Contract TAX
AREA

SERVICE PREVIOUS NEW
Collection &
Administration
$12/initial registry; $3.75 filing per
transaction
BT Set-up fee: $30,000
Annual flat fee: $10,000
Annual $13/participant fee

BUSINESS

TAX & FEES
Discovery and
Audit (if City
elects)
Discovery: 35% contingency; if City
decides to waive collection,
MuniServices shall be entitled to ½
of the fee for the waived portion of
the deficiency.

Discovery:

Minimum annual fee: $7,500
35% contingency
Audit: $100/hour
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Staff Resources
Modifying the BRC portal for the business tax is planned for summer 2023, in anticipation that the portal will be available for taxpayers to register in fall 2023. The implementation calendar can be found on the City’s website5. Collection and administration of the business tax portal will be done by MuniServices, however staff resources are required to manage the program. These functions include overseeing collection, reporting, and auditing functions performed by the consultant; in-house tax administrator support (as defined by the business tax ordinance); tax analysis and review beyond the consultant’s scope of work; and customer service and support for the City’s business community. Staff recommends the addition of one full-time Management Analyst position and one full-time Accounting Specialist (approximately $186,000 and $124,000 ongoing salary and benefit costs, respectively), totaling $310,000. Staff recommends that the salary and benefit costs totaling $232,500 be added to the FY 2024 Adopted Budget. A formal action to adjust the Table of Organization will be forth coming in a future budget process as staff continue to assess needs through the implementation process versus ongoing administration. Adjustments to the FY 2024 budget for staff resources is included the budget adoption staff report, presented to City Council on June 19, 2023 (CMR 2303-1162).

FISCAL/RESOURCE IMPACT
During the development of the business tax, preliminary administrative cost estimates ranged between $0.5 million to $1.0 million. As noted in the FY 2024 Proposed Operating Budget 5 www.cityofpaloalto.org/businesstax
Reporting
Services
$4,000 annually $4,000 annually

SALES &

USE TAX
Audit &
Discovery
15% contingency 15% contingency
Collection &
Administration
$150/lodging property annually;
One-time set up: $2,500
$150/lodging property annually
TOT
Audit Analysis phases total $54,000; 30%
contingency fee, with on-site
auditing services
Analysis phases total $40,000
Collection &
Administration
$2.95 filing per transaction
One-time set up: $1,000
$2.95 filing per transaction
TUT
Compliance 30% contingency fee 30% contingency fee
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Transmittal Letter, Attachment C6, recommended resources were reviewed and staff presents both revenues and resource needs via this report. The attached contract with MuniServices results in economies of scale from integrating three programs (business registry, business improvement district, and business tax) into one platform.

The cost to implement and begin collection of the business tax is estimated at $409,400 ($176,900 in consultant costs and $232,500 in staff costs). These administrative costs are partially offset by $50,000 already included in ASD’s budget for BRC collection and administration; the net total appropriation is $359,400. Business tax revenue, net of administrative expense, will be allocated each year as part of the City Council’s annual budgeting process, per the Advisory Spending Guidelines for Business Tax Proceeds that were adopted by Council on August 22, 20227.

The remainder of the consultant services (sales tax, TOT, TUT, and property tax services) are included in the ASD budget.

Staff recommends adding two full time positions to support the business tax program, totaling $310,000 in estimated ongoing costs. The $232,500 net appropriation assumes approximately three months recruitment time. In FY 2024 overstrength staff will be funded through this recommended action. Staffing adjustments to the Table of Organization will be formalized as part of the budget process.

STAKEHOLDER ENGAGEMENT
Staff worked closely with staff from ASD and the City Manager’s Office to evaluate and select the two firms and recommended contract award for these services.

ENVIRONMENTAL REVIEW
This activity is not a project under California Environmental Quality Act (CEQA) as defined in CEQA Guidelines, section 15378(b)(4) (government fiscal activities which do not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment).

ATTACHMENTS
Attachment A: Contract No. C23187298A with MuniServices, LLC for Tax and Fee Consulting Services
6 City of Palo Alto FY 2024 Proposed Operating Budget, p. XXXIV:
https://www.cityofpaloalto.org/files/assets/public/administrative-services/city-budgets/fy-2024-citybudget/proposed/city-of-palo-alto-proposed-operating-budget_final.pdf#page=35 7 City Council, August 22, 2022, Item #AA1: https://www.cityofpaloalto.org/files/assets/public/agendas-minutesreports/agendas-minutes/city-council-agendas-minutes/2022/20220822/20220822pccsm-amended-redactedlinked.pdf#page=313 Item 33
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Attachment B: Contract No. C23187298B with HdL Coren & Cone for Property Tax Consulting Services
APPROVED BY:

Kiely Nose, Assistant City Manager
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Professional Services
Rev. Dec.15, 2020

CITY OF PALO ALTO CONTRACT NO. C23187298A

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF PALO ALTO AND

MUNISERVICES, LLC
This Agreement for Professional Services (this “Agreement”) is entered into as of the 19th day of June 2023 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and MUNISERVICES, LLC, a Delaware limited liability company, located at 5860 Trinity Parkway, Suite 120, Centreville, VA 20120 (“CONSULTANT”).

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

RECITALS
A. CITY seeks Tax Analysis, Reporting, and Collection services for various City taxes (the “Project”) and desires to engage a consultant such services in connection with the Project (the “Services”, as detailed more fully in Exhibit A).

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

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

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

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

SECTION 2. TERM.

The term of this Agreement shall be from the date of its full execution through March 31, 2028 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.

SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
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MuniServices, LLC for Tax
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Services
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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 One Million One Hundred Eleven Thousand Five Hundred Fifty Dollars ($1,111,550.00). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.

Optional Additional Services Provision (This provision applies only if checked and a not-to-exceed compensation amount for Additional Services is allocated below under this Section 4.)
In addition to the not-to-exceed compensation specified above, CITY has set aside the notto-exceed compensation amount of Fifty Thousand Dollars ($50,000.00) for the performance of Additional Services (as defined below). The total compensation for performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C, shall not exceed One Million One Hundred Sixty-One Thousand Five Hundred Fifty Dollars ($1,161,550.00), as detailed in Exhibit C. “Additional Services” means any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit A. CITY may elect to, but is not required to, authorize Additional Services up to the maximum amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section. Additional Services, if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1, entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.

To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
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MuniServices, LLC for Tax
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Services
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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 Services performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice.

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

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

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

SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more, CONSULTANT shall make DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
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recommendations to CITY for aligning the Project design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY.

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

CONSULTANT and any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT will be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities related to CONSULTANT’s performance of the Services, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT’s provision of the Services only, and not as to the means by which such a result is obtained.

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

SECTION 12. SUBCONTRACTING.

Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the Services to be performed under this Agreement without the prior written authorization of the City Manager or designee. In the event CONSULTANT does subcontract any portion of the work to be performed under this Agreement, CONSULTANT shall be fully responsible for all acts and omissions of subcontractors.

Option B: Subcontracts Authorized: Notwithstanding Section 11 (Assignment) above, CITY agrees that subcontractors may be used to complete the Services. The subcontractors authorized by CITY to perform work on this Project are:

CONSULTANT shall be responsible for directing the work of any subcontractors and for any compensation due to subcontractors. CITY assumes no responsibility whatsoever concerning DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
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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 Tanmin Rima, Client Success Manager, 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 Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s Project Manager. CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property.

CITY’s Project Manager is Josie Stokes, Administrative Services Department, Revenue Collections Division, 250 Hamilton Avenue, Palo Alto, CA 94301, Telephone: 650-329-2291.

Email: [email protected]. CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time.

SECTION 14. OWNERSHIP OF MATERIALS. All work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services.

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

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SECTION 16. INDEMNITY.
[Option A applies to the following design professionals pursuant to Civil Code Section 2782.8: architects; landscape architects; registered professional engineers and licensed professional land surveyors.] 16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all third party demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements (“Claims”) to the extent that such Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. CITY will reimburse CONSULTANT for the proportionate percentage of defense costs exceeding CONSULTANT’s proportionate percentage of fault as determined by the final judgment of a court of competent jurisdiction.
[Option B applies to any consultant who does not qualify as a design professional as defined in Civil Code Section 2782.8.] 16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party.

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

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

SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 29.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall 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.

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SECTION 18. INSURANCE.

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

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

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

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

SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.

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

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

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

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

SECTION 20. NOTICES.

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

To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the Project Manager at the address of CONSULTANT recited on the first page of this Agreement.

CONSULTANT shall provide written notice to CITY of any change of address.

SECTION 21. CONFLICT OF INTEREST.

21.1. In executing this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services.

21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subcontractors or other persons or parties having such an interest.

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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 Municipal Code and the Government Code of the State of California, as amended from time to time. CONSULTANT agrees to notify CITY if any conflict arises.

21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by the Regulations of the Fair Political Practices Commission, CONSULTANT will file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time.

SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.

22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section

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

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

SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include, first, minimizing and reducing waste; second, reusing waste; and, third, recycling or composting waste. In particular, CONSULTANT shall comply with the following Zero Waste requirements:
(a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
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greater post-consumer material and printed with vegetable-based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed.

SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE.

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

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

SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS.

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

OR

26.1. This Project is subject to prevailing wages and related requirements as a “public works” under California Labor Code Sections 1720 et seq. and related regulations.

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CONSULTANT is required to pay general prevailing wages as defined in California Labor Code Section 1773.1 and Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq., as amended from time to time. Pursuant to Labor Code Section 1773, the CITY has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the State of California Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the CITY’s Purchasing Department office. The general prevailing wage rates are also available at the DIR, Division of Labor Statistics and Research, web site (see e.g. http://www.dir.ca.gov/DLSR/PWD/index.htm) as amended from time to time. CONSULTANT shall post a copy of the general prevailing wage rates at all Project job sites and shall pay the adopted prevailing wage rates as a minimum. CONSULTANT shall comply with all applicable provisions of Division 2, Part 7, Chapter 1 of the California Labor Code (Labor Code Section 1720 et seq.), including but not limited to Sections 1725.5, 1771, 1771.1, 1771.4, 1773.2, 1774, 1775, 1776, 1777.5, 1782, 1810, 1813 and 1815, and all applicable implementing regulations, including but not limited to Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq. (8 CCR Section 16000 et seq.), as amended from time to time. CONSULTANT shall comply with the requirements of Exhibit E, entitled “DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS”, for any contract for public works construction, alteration, demolition, repair or maintenance, including but not limited to the obligations to register with, and furnish certified payroll records directly to, DIR.

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

This Project is a 9204 Public Works Project and is required to comply with the claims procedures set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”.

OR
This Project is not a 9204 Public Works Project.

SECTION 28. CONFIDENTIAL INFORMATION.

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

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

Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
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employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform CONSULTANT’s obligations to CITY under this Agreement and for no other purpose, provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement.

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

28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that CONSULTANT will notify CITY in writing of such order immediately upon 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.

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

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

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

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

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

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

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

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:

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EXHIBIT A: SCOPE OF SERVICES
EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS
EXHIBIT E: INFORMATION PRIVACY POLICY
EXHIBIT F: CYBERSECURITY TERMS AND CONDITIONS

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

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CONTRACT No. C23187298A 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

MUNISERVICES, LLC
Officer 1
By:___________________________
Name:_________________________
Title:__________________________
Officer 2
By:____________________________
Name:__________________________
Title:___________________________
DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Paul Colangelo, Chief Executive Officer
CEO
CFO
Carl Kumpf, Chief Financial Officer
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EXHIBIT A

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

Task 1: Business Fee and Collection Services
CONSULTANT will provide fee collection services for the Business Tax, Business Registry Certificate and Business Improvement District programs. CONSULTANT will conduct research and ensure the City’s database of businesses is accurate and reliable. In addition, the CONSULTANT will communicate directly with business on behalf of the City and provide the City additional support, program customization and consulting services if requested to do so by the City.

Requirements
1) Database verification and management
a) Review the CITY’s existing database of businesses processes and update using external sources such as, but not limited to, CONSULTANT’s proprietary database sources, the State of California Sales Tax data, Santa Clara County Real Property data, Dun & Bradstreet, and InfoUSA.
b) CITY will provide CONSULTANT the database in various formats and CONSULTANT will standardize the data for use for in administration and collections of fees. c) Cross reference data and check for duplicates possibly due name used, DBA and or address.

CITY may require data to include Federal Employer Identification Number (FEIN) and NAICS code to be collected.
d) Ensure all application data fields completed correctly prior to data transfer to the CITY in an acceptable data format.
2) Administration & Collections
a) Have experience and capabilities to process new business payments, renewals, delinquent payments and ongoing monitoring and administration of CITY’s fees as described in the CITY’s municipal code, ordinances, policies and program procedure manuals. b) Provide businesses with ability to pay online or by mail. c) Draft correspondences for mailings and maintain website portal for payments. i) Collections for the Business Tax are quarterly
ii) Business Registry Certificate fees will occur annually and begin by March 1 d) Hold funds, make monthly ACH transfer to the CITY and provide transfer logs with details of payment by business.
3) Customer Service
a) Develop an outreach plan for the business community that outlines tax characteristics, provides instructions for payment, and provide ongoing customer support to businesses.

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b) Lead communication with businesses through phone and email and manage all account communications including general questions, account inquiries, application questions and issue resolutions.
c) Be available through a toll-free telephone line Monday through Friday, 8:00AM to 5:00PM Pacific Time.
d) Respond to business correspondence via return phone call or written correspondence within 24 hours.
e) Standard correspondence templates will be drafted by the CONSULTANT and must be approved by the CITY.
f) Maintain communications with CITY staff to communicate project activity and any issues. g) Promptly respond to CITY staff regarding any questions or issues within 24 hours. 4) Data Analytics
a) Maintain and update an online portal with lookup tools so that CITY staff can review business information and revenue data.
b) Database shall have capabilities to generate reports for analysis and ability for CONSULTANT and/or CITY to create custom reports as described by the CITY and provide within three business days.

Business Tax, Business Registry Certificate, and Business Improvement District Discovery Services
1) Preparation. CONSULTANT’S initial steps are to understand City’s processes and requirements, obtain data from both City and external sources, and standardize the data for use in CONSULTANT’S proprietary database. The standardization process shall be completed by trained professionals who merge City provided and external source data. The data shall be cross referenced and checked for possible duplicates due name used, DBA and or address.

CONSULTANT shall also integrate the data, generate correspondence and forms, and modify CONSULTANT’s online-hosted SaaS Compliance Administration system to calculate delinquent fees. The result shall be an inventory of the compliant and non-compliant entities operating in City. The City shall provide CONSULTANT with the following information to begin Discovery:
a) City’s BRC and BID account data in electronic format along with the payment history of all registered businesses
b) Database files such as commercial utility billing records and a copy of City-preferred vendors
c) The business fee and business and occupation application forms d) Other documentation required as a prerequisite to the issuing of a certificate 2) Testing. To test CONSULTANT’S processes developed during preparation, CONSULTANT shall begin with mailing a sample of business accounts to ensure addresses, recipients and other data points are accurate prior to bulk notifications. CONSULTANT will submit sample account statements, so City can validate fee calculations and classifications prior to sending DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
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out invoices. CONSULTANT shall also validate the payment posting and application processing procedures.
3) Execution. CONSULTANT shall notify and register non-compliant businesses through bulk mailings, and CONSULTANT shall modify the timing as new milestones are added.

Business Tax and Fee Administration
CONSULTANT shall provide City with a full-service turnkey Business Tax, Business Registry Certificate and Business Improvement District Fee program related to the City’s business payment processing, renewals, collections, and ongoing monitoring and administration of City’s fees and follow City’s municipal code, ordinances, policies and program procedure manuals. The service will be performed utilizing CONSULTANT’S internal programs and processes.

At a minimum, the service will include the following which are described more fully in the sections below:
• New application processing – including review and verification of applications and application data, establishing processes for established departmental prerequisites to licensure;
• Annual renewal application processing – including mailing of renewal applications and processing of completed renewal applications; and generating BRC certificates; • Business Improvement District fee processing – as City’s direction is to now collect this fee at the same time of the Business Registration fee, CONSULTANT will include the fee processing in with those registrants who need to complete both payments; • Business account follow-up – for businesses that do not return their annual renewal application, CONSULTANT will send two additional notices and make one follow up phone call. To the extent these efforts do not result in compliance, the account will be handled under CONSULTANT’S Discovery Service.

New Account Processing
The new application processing will include a review and verification of applications and application data, establishing processes for established departmental prerequisites for a certificate to be issued. Included in the administration project setup will be review of City’s current new application process for mutually agreed upon liaisons and modification if necessary.

Renewal Processing
CONSULTANT shall provide a service customization to assist with new business and renewal “walk-ins”.

The annual renewal application processing will include mailing of renewal applications and processing of completed renewal applications; and generating BRC.

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As a follow up for accounts that do not return their annual renewal application, CONSULTANT shall send two additional notices and make one follow up phone call. Any accounts who do not remit payment by this point will be referred to CONSULTANT’S Discovery Services to ensure they are indeed still in business and follow up with additional notices if applicable. If collection attempts are still not successful at this point, the remaining list will be turned over to City for final enforcement authority by City determined processes.

Collecting, Posting and Processing Payments
• Collection of BT/BRC/BID fees: For both new and renewals with timely remittance or deposit on behalf of City;
• Monthly detail reporting of payments received: Including monthly reconciliation of payments received to payments remitted or deposited on behalf of City. Credit Card payment processing will be accepted pursuant to City approval. CONSULTANT and City will work together to determine the best method for processing credit card payments; • Business compliance: For businesses who do not remit payment with their application or whose check is not honored by the bank (NSF check), CONSULTANT will send additional notices and follow up phone calls.

Business Community and City Staff Communications
Communications with Business Accounts
CONSULTANT will handle all account communications including general questions, account inquiries, BT/BRC/BID application questions and issue resolution. CONSULTANT’S National Call Center will be available through a toll-free telephone line Monday through Friday, 7:00AM to 5:00PM Pacific Time. CONSULTANT will respond to business correspondence via return phone call or written correspondence. All standard correspondence templates will be subject to CITY approval.

Client Communications
CONSULTANT will maintain regular and close communications with City staff to communicate project activity and any issues. CONSULTANT will provide prompt responses to City staff regarding any questions or issues.

City will have the right, at City’s option, to elect not to proceed with recovery of any identified deficiencies. Deficiencies which are uncollectible due to insolvency or dissolution of the entity liable, or for deficiencies which are otherwise incapable of collection (e.g. statute of limitations expiration or other legal defense) will not be considered an “election” by City for the purposes of the Agreement. For deficiencies otherwise collectable but for which City elects not to collect, City will notify CONSULTANT of its election not to pursue (“waive”) collection of said deficiencies.

CONSULTANT will be entitled to one-half (½) of the fee CONSULTANT would have been entitled to for the waived portion of the deficiency.

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Online-hosted SaaS Filing and Payment Processing
CONSULTANT has successfully implemented and continues to support CONSULTANT’S online file-and-pay option for over 135 of CONSULTANT’S clients and have found that online BT/BRC/BID filing, and payment is the most convenient option for most businesses, and results in expedited filing and payment throughput for CONSULTANT’S clients.

CONSULTANT’S online-hosted SaaS system seamlessly handles the basic processing steps in the filing process:
• Applicants’ filings and payments are entered using secure website. • Online payments are recorded in CONSULTANT’S online-hosted SaaS system. • Automatic reconciliation between payment and application.

Typically, the process takes most applicants no more than five minutes from start to finish. The same portal enables businesses to update their account information, correspond with CONSULTANT specialists, view their previously filed returns that were submitted through the online filing website and receive assistance for their BT/BRC/BID questions. CONSULTANT shall encourage businesses to utilize CONSULTANT’S online file-and-pay option by providing 24/7 access to a secure web-based portal.

Reporting
CONSULTANT’S online-hosted SaaS reporting system shall allow City to access reports and business information whenever City shall require it.

Here is a sample list of the reports available online:
• New Account Listing
• Transfer and Distribution Report
• Daily, Weekly and Monthly Reconciliation Reports
• Detailed Payment History Reports
• Top Remitters Reports
• BRC Issued Report
• BRC Certificates on Hold Report
• Business Search Tool
In addition to the collection of reports and business lookup tool available online, CONSULTANT shall have a large collection of reports available for electronic transfer. These reports originated from internal analysis or clients suggesting new analysis formats. CITY will have access to any new reports or features on the online system as soon as they are implemented. All of CONSULTANT’S clients benefit from the ideas and suggestions of CONSULTANT’S other clients.

Support Services
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Government Relations/Legislative and Policy Updates/Advocacy. CONSULTANT’S product and service offerings are complemented by a dedicated Government Relations team that provides local government advocacy, policy, regulatory and legislative consulting support and expertise.

CONSULTANT has a proven track record of surfacing and successfully resolving numerous issues that have resulted in the preservation and expansion of the tax base for its clients.

CONSULTANT’S Government Relations Team is located in the League of California Cities building in Sacramento which provides opportunities for firsthand collaboration on a daily basis with the advocacy groups that support California cities. CONSULTANT’S overall Government Relations program brings tremendous value to the client and is a natural progression in the successful determination of revenue preservation and enhancement; and for which no consulting fee is charged to CITY for the associated policy, regulatory, and legislative support.

Industry Partner. CONSULTANT is a proud partner and supporter of industry organizations dedicated to local government. CONSULTANT’S firm is a long-standing associate member and local government business partner for industry organizations including the League of California Cities, the California Municipal Revenue Tax Association and California Society of Municipal Finance Officers. CONSULTANT is the sole Business Council Member of the United States Conference of Mayors (USCM) that provideslocal government revenue enhancement, information and consulting services. CONSULTANT’S Business Tax Compliance and Discovery Program was featured in the USCM’s 2016 Mayors Business Council Best Practices. Each member of CONSULTANT’S team shares the common goal with these organizations – strengthening local government. CONSULTANT’S team members are invested in their communities and in local government. CONSULTANT makes the necessary investment into its team to ensure active involvement with industry organizations throughout the country. CONSULTANT’S experts regularly present as conference speakers, participate as exhibitors and sponsors, and participate in policy development.

The Services, where provided by CONSULTANT’s online-hosted SaaS, include all related services and support necessary to implement the Services detailed in this Scope of Services, including, for example and without limitation, data/content migration, software licensing, onlinehosting, maintenance, updates, upgrades, security, and technical and user support as detailed in this Scope of Services and elsewhere in this Agreement, in CONSULTANT’s proposal, and in the Documentation.

Task 2: Sales and Use Tax Audit and Information Services CONSULTANT will provide sales and use tax audit and information services. This will include identifying and ensuring City receipt of misallocated or underreported tax revenues. Revenue reporting services will include written reports and periodic briefings concerning revenue performance, trend analysis, gains and declines, revenue projections, enhanced recovery options, and, if appropriate, an analysis of present and future issues related to revenue recovery.

DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
Attachment A - Contract
No. C23187298A
MuniServices, LLC for Tax
and Fee Consulting
Services
Item 33: Staff Report Pg. 28 Packet Pg. 451 of 911
Professional Services
Rev. Dec.15, 2020

Requirements
1) Verify California Department of Tax and Fee Administration (CDTFA) quarterly sales and use tax allocations to the City.
2) Track and report on misallocations that have been corrected as a result of CONSULTANT’s efforts and remitted to the City by the CDTFA. 3) Provide sales and use tax reporting services that include detail and summary information for:
a) Quarterly sales and use tax analysis reports that are benchmarked to previous years.

Analysis should include information on the top revenue producers, indication of revenue changes by business and economic category, identification of the major businesses that influenced change in the City’s tax revenue, analysis of key businesses that grew or declined during the reporting period, identification of the top revenue generators in the City, and an analysis of their potential to grow or decline. b) Reports by geographical area (for example, shopping centers, business districts, commercial districts, redevelopment area, governmental, residential, etc.). c) Revenue forecasting reports.
d) Other sales and use tax summary reports.
4) The ability to provide at least four quarters of historical data and continuity of reporting during transition is critical.
5) Ability to provide sales and use tax data for City use that can be downloaded standard file format (e.g., comma-delimited text, Excel, MS Access) or access to a web-based application to view or download data.
6) Ability and commitment to tailor reports to the City’s reporting needs in a mutually agreed format.
7) Attend quarterly meetings to discuss analytical reports for sales and use tax. Provide charts and graphs as supporting documentation. Assign staff such that the City has a consistent point of contact in these discussions.
8) Meet with designated City staff as necessary to support the City in recovering and preventing tax deficiencies.
9) Define methodology for identifying potential misallocations and underreported sales and use tax.
10) Provide ongoing communication to the City on revenue recovery work in progress. This requirement will include:
a) Providing a quarterly report of all inquiries filed on behalf of the City and the status of outstanding past inquiries filed with the CDTFA;
b) Notifying the City’s Project Manager of all oral communication with the CDTFA regarding the City; and
c) Providing the City’s Project Manager with a copy of all written communication (e.g. correspondence and email) with the CDTFA regarding the City.

DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
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No. C23187298A
MuniServices, LLC for Tax
and Fee Consulting
Services
Item 33: Staff Report Pg. 29 Packet Pg. 452 of 911
Professional Services
Rev. Dec.15, 2020

11) Prepare short forms or other appropriate documentation to facilitate the recovery of revenue due the City from prior reporting periods (plus applicable interest and penalties, if appropriate).
12) Provide a detailed listing of all misallocations and underreported sales and use tax detected by the firm. Information shall include the company name, account number, value of the detection, correction status, payment amount received by the City, payment amount due, reporting period for which the payment is related, and any additional information deemed necessary by the firm.
13) Provide support for the development of a point-of-sale attraction and retention strategy.

This includes, but is not limited to:
a) Yearly: A complete list of businesses by North American Industry Classification System (NAICS) codes, in excel format, including geographic area (e.g., Downtown, Midtown).
b) Quarterly: List of all new businesses in Palo Alto by size, location, etc., including an estimate of revenue potential for the City.
c) Quarterly: List of businesses looking to expand in the region, with appropriate contact information.
d) Quarterly: Newsletter customized for Palo Alto public consumption, in PDF form. e) Quarterly: Track and report sales tax data for the following cities in Santa Clara County and others as agreed by City and CONSULTANT.
f) Yearly: Training on software, customization of reports, and all available tools. g) Relevant Strategic Plans from other similar cities.
h) A list of interesting incentive programs from other California cities. 14) Obtain advanced, written authorization from City Staff to perform work beyond the filing of a short form to recover funds on behalf of the City, such as a decision appeal, in instances where the CDTFA has an earlier date of knowledge than the firm. The firm will not be eligible to earn compensation for work performed unless such authorization is obtained.

Task 3: Transient Occupancy Tax (TOT) Administrative and Reporting Services CONSULTANT will ensure compliance with the City’s TOT regulations and filing procedures.

The City’s TOT regulations can be found in Title 2, Chapter 2.33 of the Palo Alto Municipal Code (PAMC). The PAMC requires that the City assess a 15.5 percent TOT on its approximately 30 plus hotels, inns, and various lodging houses and on-line platforms (e.g. AirBnB, Expedia, Inc.

Aboda, Inc., etc.) that are intended or designed for occupancy by transients for dwelling. At a minimum, the following capabilities are required: tax return processing and posting; reporting of tax assessment, including relevant statistical data for analytical purposes; compliance monitoring; and customer support services for lodging providers.

Requirements
1) Payment processing – process all payments made by new and existing lodging providers, using the CONSULTANT-provided secure online-hosted filing and payment website. The DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
Attachment A - Contract
No. C23187298A
MuniServices, LLC for Tax
and Fee Consulting
Services
Item 33: Staff Report Pg. 30 Packet Pg. 453 of 911
Professional Services
Rev. Dec.15, 2020

website and database will be hosted, administered, supported, updated and maintained by the CONSULTANT. TOT filings will be processed within three (3) business days of submission.
2) Database management – maintain and update the tax registration database for new TOT registrations for lodging, including newly opened establishments, business name changes, and/or changes in business owners. Registration of lodging businesses the database accessible by City staff.
3) Customer support for lodging businesses – provide multiple customer support options for businesses on how to register, file, make payment, and answer general inquiries regarding the TOT tax and filing process. Provide a response to the business within one (1) business day.
4) Compliance monitoring – review filings to ensure accuracy and the correct TOT amount has been remitted to the City. Conduct compliance audits as mutually agreed to by the City and the CONSULTANT.
5) Prepare, or make data available online for City staff review, reports that summarize activity and statistics on a monthly, quarterly, and annual basis. Types of information include total occupancy revenue, TOT payments, number of rooms, occupied (rental) days, available (rental) days, exemptions, amounts, etc.
6) Provide monthly reports, on or before the 10th of every month, that summarize collected tax, less proposed fees, along with remittance of TOT revenue collected for the preceding month.

Ongoing Tax Administration Cycle
1) Beginning on the scheduled date, CONSULTANT will receive filings and payments by mail and online.
2) All paper filings checks and correspondence will be opened and batched in our secure facility.
3) Paper filings will be reconciled with payments and any errors, omissions or balance discrepancies logged for follow-up. Web filings are reconciled daily. CONSULTANT also handles NSF check processing, returns and refunds.
4) CONSULTANT will generate and send invoices for balances due to any taxpayer underpayments or late payments. 5) Payments received will be deposited and disbursed to the City 10 – 12 times per month. 6) CONSULTANT Tax Specialists will contact the taxpayer by phone to resolve any filing errors, omissions, or discrepancies.
7) Each month, the CONSULTANT Administration System will flag any missed filings for follow-up. Taxpayers will receive a courtesy phone call and a late notice to let them know DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
Attachment A - Contract
No. C23187298A
MuniServices, LLC for Tax
and Fee Consulting
Services
Item 33: Staff Report Pg. 31 Packet Pg. 454 of 911
Professional Services
Rev. Dec.15, 2020

a filing has not been received as of the due date. The CONSULTANT will continue to follow-up with the taxpayer until payments are received and taxpayer complies. 8) Monthly, CONSULTANT Tax Specialists will analyze the month’s receipts and flag significant variations for follow-up with the taxpayer and possible auditor review. 9) CONSULTANT will provide complete taxpayer support via toll-free number and e-mail to taxpayers requiring assistance with filing or payment, mailing address or contact changes, and any other related issues they may have.
10) CONSULTANT will register new taxpayers and assist them with all materials needed to begin and maintain filing.

TOT Compliance Services
In addition to TOT administrative services, the goal of the TOT compliance services program is to ensure successful, long-term compliance for lodging establishments that operate in the City. The TOT inventory and compliance services cover traditional lodging properties (hotels, motels, inns) and it does not cover online short-term rentals (such as Air BnB, VRBO, etc.). Should the City seek inventory and compliance services for online short-term rental properties, there will need to be an amendment to this contract pursuant to Section 27.4. This amendment would be at the City’s sole and absolute discretion and the pricing, services, and terms of such an amendment will be negotiated at a future date.

The TOT Compliance Services workplan and project schedule for the program are outlined below:

Analysis - Phase 1
1) Inventory. Establish a comprehensive inventory of all lodging properties subject to taxation by the City and the database elements (public and private databases) needed to facilitate further analysis to identify and locate lodging providers not properly registered with the City and not appearing on the City rolls as TOT remitters. 2) Analysis. Analyze lodging provider “return information” to identify unusual or suspicious reporting and/or activities that warrant further review. 3) Data collection. Conduct unobtrusive collection of information on each property, including number of rooms, occupancy rate, transient and non-transient guests, exemptions, property’s condition, business dynamics, etc.
4) Reporting. Provide a detailed analysis report to the City identifying lodging providers who might require additional investigation or review to determine their compliance with the City’s TOT ordinance and coordinate with the City to review the analysis report. 5) Identify Phase 2 reviews. Work with the City to develop a list of lodging providers subject to a compliance review of lodging and tax records.

DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
Attachment A - Contract
No. C23187298A
MuniServices, LLC for Tax
and Fee Consulting
Services
Item 33: Staff Report Pg. 32 Packet Pg. 455 of 911
Professional Services
Rev. Dec.15, 2020

6) Deliverables. CONSULTANT will provide the City with a detailed analysis report identifying lodging providers who might require additional investigation or review to determine their compliance with the City’s TOT ordinance.

Audit and Compliance Review - Phase 2
1) Records. Provide the City with a detailed list of all records required from lodging providers, together with a draft engagement announcement letter to be sent to each lodging provider. 2) Examine & Verify. Review records pertaining to TOT for each lodging provider selected for a compliance review and verify the accuracy of filed TOT returns with daily and monthly activity summaries.
a) Review a random sample of the daily and monthly summaries to determine if the daily summaries reconcile to the monthly summaries.
b) If CONSULTANT believes such a review is necessary, review secondary and tertiary documentation such as bank statements to verify that deposits reconcile with the reported revenue on the TOT returns or other tax filings. c) Review exempted revenue for proper supporting documentation. 3) Compliance Report. Submit and review with the City a compliance review report that includes:
a) All review findings;
b) Documentation for each error/omission identified and confirmed by CONSULTANT that is necessary to facilitate recovery of revenue due from lodging providers for prior periods.
c) Draft notices of deficiency determination, commendation and warning letters as applicable.
4) Findings. Assist the City in reviewing any matters submitted in extenuation and mitigation by lodging providers in contesting a deficiency determination. Prepare and document any changes to the compliance review findings and provide revised tax, interest or penalty amounts due the City.
5) Consulting. During the term of this Agreement, provide up to ten (10) hours of additional consulting time to assist the City in evaluating or implementing any of the proposed actions suggested by the above report.
6) Deliverables. CONSULTANT will provide City staff with a detailed list of all records required to be made available by lodging providers for the reviews, together with a draft engagement announcement letter to be sent to each lodging provider. This Phase will include:

DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
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No. C23187298A
MuniServices, LLC for Tax
and Fee Consulting
Services
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Rev. Dec.15, 2020

a) Review findings
b) For each identified and confirmed error/omission, CONSULTANT will request accompanying documentation that CONSULTANT believes is necessary to facilitate recovery of revenue due from lodging providers for prior periods; c) Draft notices of deficiency determination, commendation and warning letters as applicable, and recommendations.

Within 30 days of completing all audit reviews, CONSULTANT will provide a summary report of all findings to the City.

Legislative analysis, economic impact reporting on measures, consulting and policy updates are provided timely, regularly and year-round, and are included as part of the overall Compliance services.

TOT Project Schedule
1) Start-up of TOT Audit Process (within first 30-60 days) a) Procedural meeting with the City
b) Request Documentation from City
i) 48 Months of Returns for all properties (or properties City selected) ii) Current TOT Ordinance and any related information
2) Property Review and Hotels Selected for Audits (within 90 days) a) When the CONSULTANT receives the returns, the CONSULTANT enters the data into worksheets to develop trends, property comparison, exempt rent to gross rent variation, etc. The CONSULTANT will research the statistics on the City and properties. Based on this data, the CONSULTANT selects specific properties for audit (if the City hasn’t requested specific properties).
b) The CONSULTANT will submit to the City an Audit Report identifying the properties and reasons they were selected.
c) Once the City approves the hotels selected for audits, the CONSULTANT will forward the City Announcement Letters that need to be mailed to the properties on City letterhead. Once the City sends out the letters to the properties, CONSULTANT requests City send CONSULTANT a copy of the signed letters. 3) Start-up of TOT Audits (30 days later)
a) Auditors will contact the City for a brief conference call to discuss the audit timeline.

DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
Attachment A - Contract
No. C23187298A
MuniServices, LLC for Tax
and Fee Consulting
Services
Item 33: Staff Report Pg. 34 Packet Pg. 457 of 911
Professional Services
Rev. Dec.15, 2020

b) Once the timeline has been approved, CONSULTANT issues an Appointment Letter with a list of required information.
c) The date for the on-site review will allow the property a minimum of 30 days of preparation time.
4) Desk Audits and Field Audits (8 weeks later)
a) Conduct a review search on specifics of hotels to determine/confirm number of rooms, any special requirements and any other charges to which guests may be charged. b) One week after the Appointment Letters are mailed, contact hotel operator to confirm date and time of audit, explain procedures, and request data for sample months selected (such as Property Management System, Month End Reports, Profit & Loss Statements, Exemption Reports, etc.).
c) Conduct on-site review.
5) Provide Final Audit Report to the City (30 days following completion of audit program) a) Auditors will submit (via email) all the Commendation/Deficiency Letters that need to be submitted to the hoteliers by the City.
b) City will receive an electronic copy of the Final Audit Report.

Task 4: Telecommunications Users Tax (TUT) Administrative and Reporting Services The City assesses a TUT (Palo Alto Municipal Code, Title 2, 2.35.090) upon every person in the City using telephone communication services in the City at a rate of 4.75 percent of the charges made to service the user. Tax returns are due from each service supplier at the end of the month for activity and taxes collected for the preceding month. CONSULTANT will provide the following:

Requirements
1) Payment processing – process all payments made by every service supplier that is operating in the City. TUT filings will be processed within three (3) business days of submission. 2) Database management – update and maintain the tax registration database for all TUT payors.
3) Customer support for TUT payors – provide multiple customer support options for businesses on how to register, file, make payment, and answer general inquiries regarding the TUT tax and filing process. CONSULTANT shall provide a response to the business within one (1) business day.
4) Compliance monitoring – review filings to ensure accuracy and the correct TUT amount has been remitted to the City. Conduct compliance audits as mutually agreed to by the City and the CONSULTANT.

DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
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No. C23187298A
MuniServices, LLC for Tax
and Fee Consulting
Services
Item 33: Staff Report Pg. 35 Packet Pg. 458 of 911
Professional Services
Rev. Dec.15, 2020

5) Prepare, or make data available online for City staff review, reports that summarize activity and statistics on a monthly, quarterly, and annual basis. 6) Provide monthly reports, on or before the 10th of every month, that summarize collected tax, less proposed fees, along with remittance of TUT revenue collected for the preceding month.

Ongoing Tax Administration Cycle
1) Beginning as of the scheduled date, CONSULTANT will receive filings and payments by mail and online.
2) All paper filings checks and correspondence will be opened and batched in our secure facility.
3) Paper filings will be reconciled with payments and any errors, omissions or balance discrepancies logged for follow-up. Web filings are reconciled daily. CONSULTANT also handles NSF check processing, returns and refunds. 4) CONSULTANT will generate and send invoices for balances due to any TUT taxpayer under-payments or late payments.
5) Payments received will be deposited and disbursed to the City 10 – 12 times per month. 6) CONSULTANT’ TUT Tax Specialists will contact the taxpayer by phone to resolve any filing errors, omissions, or discrepancies.
7) Each month, the CONSULTANT TUT online-hosted SaaS Administration system will flag any missed filings for follow-up. Taxpayers will receive a courtesy phone call and a late notice to let them know a filing has not been received as of the due date.

CONSULTANT will continue to follow-up with the taxpayer until payments are received and taxpayer complies.
8) Monthly, CONSULTANT TUT Tax Specialists will analyze the month’s receipts and flag significant variations for follow-up with the taxpayer and possible auditor review. 9) CONSULTANT will provide complete TUT taxpayer support via toll-free number and email to taxpayers requiring assistance with filing or payment, mailing address or contact changes, and any other related issues they may have.
10) CONSULTANT will register new TUT taxpayers and assist them with all materials needed to begin and maintain TUT filing.

TUT Compliance Program Objectives and Scope
The CONSULTANT will provide the following Compliance Activities:

DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
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MuniServices, LLC for Tax
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Services
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1) Optional City Specific Compliance Reviews. At City’s option, CONSULTANT will offer “City-Specific” reviews on a performance fee or other negotiated basis, if the above activities or other factors (e.g., non-response by utility provider) would suggest that there is a reasonable need to do so. If City elects to have CONSULTANT conduct such optional reviews, assignment and authorization of such services may be approached as Additional Services pursuant to Section 1 (“Scope of Services”) and Section 4 (“Not to exceed Compensation”) provided that the amount set aside for Additional Services is not exceeded. Otherwise, if the City elects to have CONSULTANT conduct such optional reviews, the parties may execute an amendment to this Agreement pursuant to Section

27.4. Administrative and Reporting Activities
1) UUT Payment History. CONSULTANT will provide the City, on a monthly or otherwise mutually agreed upon basis, with a spreadsheet reflecting the City’s TUT payments by provider and utility category (based on remittance data provided by City to CONSULTANT).

Revenue Protection and Enhancement Activities
1) Legislative Review Services. CONSULTANT will monitor proposed state and federal legislation to identify issues affecting the City’s TUT or utility franchise revenues and, make recommendationsto client cities, their lobbyists, and other potentialstakeholders or municipal advocates and otherwise assist in developing effective consensus positions and coordinated advocacy.
2) Technology and Marketing Analysis. CONSULTANT will identify, monitor and anticipate changes in technology, services, or marketing of services, which may have an impact on future TUT revenues.

Additional Customization & Consulting Services (Not Included in Scope of Services) CITY may request CONSULTANT provide Additional Services, as detailed in Section 4 (“Not to Exceed Compensation”) of this Agreement, including but not limited to enhanced customization to its online filing website, reports, or Client Reporting Portal beyond the customization outlined in this Agreement. In such a situation, CITY and CONSULTANT may identify CITY’S desired scope and reasonable and customary fees (a cost proposal) for the desired scope, pursuant to a Task Order as detailed in Section 1 (“Scope of Services”) herein. Before making any such enhanced customizations, such Additional Services shall be authorized and executed as provided in Section 1 and in accordance with Section 4.

DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
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No. C23187298A
MuniServices, LLC for Tax
and Fee Consulting
Services
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Rev. Dec.15, 2020

EXHIBIT A-1

PROFESSIONAL SERVICES TASK ORDER
CONSULTANT shall perform the Services detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into this Task Order by this reference. CONSULTANT shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below.

CONTRACT NO.

OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE)
1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE):
1B. TASK ORDER NO.:

2. CONSULTANT NAME:

3. PERIOD OF PERFORMANCE: START: COMPLETION:
4 TOTAL TASK ORDER PRICE: $__________________
BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $_______________

5. BUDGET CODE_______________
COST CENTER________________
COST ELEMENT______________
WBS/CIP__________
PHASE__________

6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:_____________________________________

7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A)
MUST INCLUDE:
 SERVICES AND DELIVERABLES TO BE PROVIDED
 SCHEDULE OF PERFORMANCE
 MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable)  REIMBURSABLE EXPENSES, if any (with “not to exceed” amount)

8. ATTACHMENTS: A: Task Order Scope of Services B (if any): _____________________________ I hereby authorize the performance of the
work described in this Task Order.

APPROVED:

CITY OF PALO ALTO
BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________
I hereby acknowledge receipt and acceptance of
this Task Order and warrant that I have
authority to sign on behalf of Consultant.

APPROVED:

COMPANY NAME: ______________________
BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________
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EXHIBIT B

SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the Project Managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed (“NTP”) from the CITY.

TASK SCHEDULE
Task 1: Business Fee Collection Services for the Business Registration Certificate and Business Improvement District Programs (BRC and BID)
Task 1B:

Business Registry Certificate and Business Improvement
District (BID) Fee Administration
Ongoing annually with
annual cycle launch
occurring January to March
of respective year.

Task 1B:

Business Community and City Staff Communications
Ongoing
Task 1C and 1D:

On-going Business Registry Certificate / Business
Improvement District (BID) Discovery Services
November and December
of respective year; prior to
launch of annual cycle; and
ongoing throughout year.

Task 1B:

Continuation of customer support as described in Exhibit A - Scope of Services
TBD, if any
Task 1E:

Additional Customization & Consulting Services (if executed per Sections 1 and 4, or per Section 27.4)
TBD, if any
Task 1: Business Tax Collection Services for the Business Tax (BT) Task 1A:

Convert and load all existing taxpayer records (provided by the CITY and exiting vendor records) to CONSULTANT
Revenue Administration system.

July 2023
Task 1A:

Verify with the CITY all taxpayer letters, forms, notices and any other taxpayer correspondence that are in use for the collection and administration of the tax.

July 2023
Task 1A:

Configure secure web filing and payment portal for use by By Mid-August 2023 DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
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the CITY’S taxpayers. Provide “test site” for City review.

Task 4:

Provide customer access to on-line portal.

By Mid-September 2023
Task 1B:

Contact all taxpayers a) by mail, including introductory letter with new filing address, telephone contact for taxpayer support, and web filing instructions; and then b) by telephone follow-up.

October 2023
Task 1B:

Ongoing BT Administrative and Reporting Services as
described in Exhibit A – Scope of Work
Ongoing
Task 1B:

Ongoing BT Compliance Activities as described in
Exhibit A – Scope of Work
Ongoing
Task 1E:

Additional Customization & Consulting Services (if executed per Sections 1 and 4, or per Section 27.4)
TBD, if any
Task 2: Sales & Use Tax Audit and Information Services
Task 2A:

Delivery of reports specified in Exhibit A – Scope of Work, including report of all inquiries filed on behalf of the CITY and the status of outstanding pas inquiries filed with the CDTFA; update to Clearview database of sales and use ta data for the most recent quarter; and meeting with designated CITY staff. Complete list of businesses by NAICS codes
(when available), in Excel format, including geographic area (e.g., Downtown, Midtown, etc.)
On-going - Quarterly by
middle of the first month of
each quarter in January,
April, July, and October
Task 2A:

Training on Clearview software, customization of reports, and all available tools
Annually or as needed
Task 2B:

Sales and use tax audit and recovery
Ongoing
Task 2C:

Additional Customization & Consulting Services (if executed per Sections 1 and 4, or per Section 27.4)
TBD, if any
Task 3: Transient Occupancy Tax Administrative and Reporting Services (TOT) Task 3A:

Continuation of TOT Administrative and Reporting Services as described in Exhibit A – Scope of Work
On-going
DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
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Professional Services
Rev. Dec.15, 2020

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.

Task 3A:

Continuation of customer support as described in Exhibit A – Scope of work.

On-going
Task 3B:

Continuation of Transient Occupancy Tax audit and recovery On-going
Task 3C:

Additional Customization & Consulting Services (if executed per Sections 1 and 4, or per Section 27.4)
TBD, if any.

Task 4: Telecommunications Users Tax Administrative and Reporting Services (TUT) Task 4A:

Ongoing TUT Administrative and Reporting Services as
described in Exhibit A – Scope of Work
On-going
Task 4B:

Continuation TUT Compliance Activities as described in
Exhibit A – Scope of Work
On-going
Task 4B:

Continuation of customer support as described in Exhibit A – Scope of Work.

On-going
Task 4C:

Ongoing – TUT Revenue Protection and Enhancement,
Ordinance Advisory Services, and Legislative and
Regulatory Review Services as described in Exhibit A –
Scope of Work
On-going
Task 4C:

Additional Customization & Consulting Services (if executed per Sections 1 and 4, or per Section 27.4)
On-going
DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
Attachment A - Contract
No. C23187298A
MuniServices, LLC for Tax
and Fee Consulting
Services
Item 33: Staff Report Pg. 41 Packet Pg. 464 of 911
Professional Services
Rev. Dec.15, 2020

EXHIBIT C

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

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

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

Consumer Price Index Adjustments
Where noted in this Exhibit, the Consumer Price Index refers to the Consumer Price Index – All Urban Consumers for San Francisco-Oakland-Hayward Area as reported by the Bureau of Labor Statistics. The initial CPI used for the first CPI adjustment will be the CPI for the month in which the agreement is fully signed. The adjustments thereafter will be based on the CPI from December of the prior calendar year. Each annual adjustment will not be less than two percent (2%) or greater than five percent (5%).

Credit Card Processing Fee for Tax and Fee Collection Services If the City opts to absorb the credit card processing fees charged by the credit card companies, the CONSULTANT will withhold the exact processing fees charged by the credit card companies when the CONSULTANT remits Business Tax, Business Registry, Business Improvement District, Transient Occupancy Tax, and/or Telecommunication Users Tax revenue to the City. If the City opts-out of absorbing this cost, a standard 3% processing fee will be directly paid by businesses that choose this payment option and added to the business licensing fees at the time of payment.

Task 1: Business Tax, Business Registry, and Business Improvement District Program Administrative, Reporting, and Audit Services
A. Business Tax, Business Registry and Business Improvement District Administration The fee for the Administration is determined by how many business taxpayers and business registry certificates the City has and what the City ordinance is for administrative fees. compensation for providing the standard Administration Services shall be:

DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
Attachment A - Contract
No. C23187298A
MuniServices, LLC for Tax
and Fee Consulting
Services
Item 33: Staff Report Pg. 42 Packet Pg. 465 of 911
Professional Services
Rev. Dec.15, 2020

• Setup fee to implement City’s new Business Tax: $15,000 o May increase to $30,000 depending on City requirements and will be determined and mutually agreed upon between CITY and CONSULTANT as requirements are finalized during implementation planning.
• Annual flat fee: $10,000
• $13.00 annual per participant fee, adjusted by CPI-U at the beginning of each calendar year • For a customization beyond the standard offering and current processes, a mutually agreed upon one-time set up fee may apply or a slightly higher per registry fee may apply. This will be determined through more in-depth needs gathering from the City.

Included in the above compensation for Administration Services are:
• Incorporation/Merging of the Business Registry and Business Improvement District database with the Business Tax
• Printing and Mailing costs (for notifications, registry issuance, etc.) • Ongoing database management and back-up (business applicant information) • Forms processing and funds disbursement (secure lockbox operation) • Development and support of an on-line business registry filing and payment application.

Cost for Sending the Original Registry/Application to the City The CONSULTANT archives all original registry certificate/applications. If the City wants a copy of the original registry/application, a fee of $3.75 per business registry/application for the mailing or faxing.

Delinquencies
Should the usual process of notifying businesses (2 additional notices and a follow-up phone call) result in the non-payment of a business listed on the CONSULTANT’S online-hosted SaaS system or the data sent to the CONSULTANT from the City, the account will then be considered a delinquency. Delinquency processing involves another strongly worded notice and additional phone calls. The account is then subject to the same fees as the LTC Discovery services listed below.

Non-Sufficient Funds (NSF) and Associated Penalties
If a business pays its Business Registry fee by check without sufficient funds, then a $25 NSF will be charged to the business. If the NSF payment causes the Business Registry/BID payments to be late, then the associated late penalties and interest will apply.

The CONSULTANT offers a variety of payment option to businesses seeking a Business Registry Certificate. Some of these options incur additional fees and costs. The CONSULTANT understands it is customary and reasonable for certain fees and charges to be absorbed by the issuing party and others to be charged to the business applicant/remitter. The CONSULANT will follow existing City policy in charging any applicable fees and charges to either the business applicant/remitter or continue to allow the City to absorb those fees and charges.

DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
Attachment A - Contract
No. C23187298A
MuniServices, LLC for Tax
and Fee Consulting
Services
Item 33: Staff Report Pg. 43 Packet Pg. 466 of 911
Professional Services
Rev. Dec.15, 2020

Remitters’ Payments and Invoice Process
The following section describes how applicant/remitters’ payments are handled by the CONSULTANT and invoices the City for its fees.

Payments received by the CONSULTANT shall be deposited into a general non-interest bearing, collateral trust account maintained by the CONSUTLANT. The business applicants/remitters’ payments deposited into the escrow account shall be remitted to the City on a bi-weekly basis (typically on the 15th and by the last business day of each month) net of the CONSULTANT’S fees.

Should there be any disputed payments; the CONSULTANT shall work with City to mutually resolve these issues. If the resolution results in City’s favor, the CONSULTANT shall refund the applicable portion of the fee to City within 10 days of resolution.

Completion of Services
The CONSULTANT’S service may result in collection of deficiencies after termination of the Agreement, the City’s obligation to collect fees and notify the CONSULTANT, and the CONSULTANT’S right to continue to receive contingency fees, shall survive termination of the Agreement.

The City shall have the right, at the City’s option, to elect not to proceed with recovery of any identified deficiencies. Deficiencies which are uncollectible due to insolvency or dissolution of the entity liable, or for deficiencies which are otherwise incapable of collection (e.g. statute of limitations expiration or other legal defense) shall not be considered an “election” by the City for the purposes of this Agreement. For deficiencies otherwise collectable but for which the City elects not to collect, the City shall notify the CONSULTANT of its election not to pursue (“waive”) collection of said deficiencies. The CONSULTANT shall be entitled to one-half (½) of the fee the CONSULTANT would have been entitled to for the waived portion of the deficiency.

Business Tax, Business Registry, and Business Improvement District Discovery Compensation for providing Discovery Services shall be a contingency fee of thirty five percent (35%) of the additional revenue received by the City from the services. The contingency fee shall apply to the calendar year, all eligible prior period revenues, and any applicable penalties, interest, and late charges. The contingency fee only applies to revenue received by the CITY. If CITY elects this service, the annual minimum fee is $7,500.

Task 2: Sales and Use Tax Audit and Information Services A. Sales and Use Tax Information and Reporting
The Sales Tax Analysis and Reporting Service (STARS) will be provided at an annual fixed fee of $4,000 paid $1,000 per quarter. The Annual Fee will be adjusted at the beginning of each calendar year by CPI as reported by the Bureau of Labor Statistics.

DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
Attachment A - Contract
No. C23187298A
MuniServices, LLC for Tax
and Fee Consulting
Services
Item 33: Staff Report Pg. 44 Packet Pg. 467 of 911
Professional Services
Rev. Dec.15, 2020

B. Sales and Use Tax Audit
The Sales and Use Tax Audit (SUTA) services will be provided for a fifteen percent (15%) contingency fee for the tax revenues identified by the CONSULTANT and corrected by the California Department of Tax and Fee Administration (CDTFA). This fee applies to four (4) quarters after the Date of Correction and all eligible prior quarters back to and including the three (3) quarters prior to the Date of Knowledge quarter with a maximum of ten total quarters. As used herein, the Date of Knowledge is the quarter during which the CONSULTANT notifies the CDTFA of the existence of a misallocation. As used herein, the Date of Correction refers to the quarter in which the taxpayer has correctly reported the local tax and the CDTFA distributes the local tax properly to City based on the taxpayer’s reporting, together with any prior period reallocations. For QDR Misallocations detected and corrected, the CONSULTANT’S compensation will only include the quarters in which the misallocation actually occurred.

For clarification and to encourage communication and collaboration between the CONSULTANT and the CITY, the CONSULTANT shall be entitled to full payment of all compensation as provided herein even if any one or more of City, its personnel, agents, or representatives, or any third party or parties provide(s) information to the CONSULTANT that assists or is used by the CONSULTANT in the identification, detection, and correction of point-of-sale distribution errors or the reporting and/or misallocation of revenue.

Completion of Services
Because the services performed by the CONSULTANT results in corrections of misallocations and other revenue after cessation of services performed by the CONSULTANT for the City, the City agrees that with regards to misallocations identified to the CDTFA whose Date of Knowledge occurred during the CONSULTANT performance of services for the City or for other revenue resulting from the CONSULTANT’S actions taken during the term of the Agreement, that the City’s obligation to pay the CONSULTANT in accordance with the compensation language of the Agreement will survive expiration or termination of the Agreement for any reason. Additionally, notwithstanding any other provision of the Agreement, if the Agreement is terminated or expires, the CONSULTANT will continue to pursue corrections of accounts identified during the term of the Agreement that have not been corrected by the CDTFA as of the effective date of termination or expiration. The period after termination during which the CONSULTANT is pursuing correction of accounts identified before termination is referred to as the “completion period.” The City will compensate the CONSULTANT in accordance with the compensation language of the Agreement for corrected misallocations that result from the CONSULTANT efforts during the completion period. The City will also take all necessary steps to allow the CONSULTANT to continue to receive the required information from the SBE during this completion period.

Method of Payment
The Sales and Use Tax Audit Service is self-funding and entirely predicated and contingent upon the CONSULTANT’S audit service producing new sales/use tax revenue that would not otherwise have been realized by the City. The sales/use tax audit shall be paid by quarterly invoice, after the City has received the revenue from the correction and the quarterly distribution report has verified this receipt. Each invoice will include the business name, permit number, local allocation amount DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
Attachment A - Contract
No. C23187298A
MuniServices, LLC for Tax
and Fee Consulting
Services
Item 33: Staff Report Pg. 45 Packet Pg. 468 of 911
Professional Services
Rev. Dec.15, 2020

received by the City, and amount due to the CONSULTANT. Invoices shall be due and payable upon receipt.

Task 3: Transient Occupancy Tax (TOT) Administration and Reporting Services A. Administration and Reporting Services
Transient Occupancy Tax administration services are available to the CITY for an annual cost of $150 per lodging property, adjusted by CPI at the beginning of the calendar year. The annual cost of $150 applies regardless of whether the lodging property is hotel or a short-term rental. The TOT Administration Service will be invoiced to the City at the beginning of each contract year based on the number of properties registered to report transient occupancy tax. Should new short-term rental properties be added to the administration program during the year, these new properties will be billed on a pro-rated annual basis from the time they join the program.

B. TOT Audit and Compliance Services
Upon mutual agreement between CITY and CONSULTANT, TOT audits can be provided for hotel and lodging properties on a fixed fee basis. Our TOT audit services consist of two interrelated audit phases. The Phase 1 review must be done first, and it must include all traditional (hotels, motels, inns) lodging properties within the City. This service does not include TOT audit and compliance services for online short-term rentals (Air Bnb, VRBO, etc.), as detailed in the “TOT Compliance Services” section of Exhibit A (“Scope of Services”) of this Agreement. Phase 2 cannot proceed without a Phase 1 review first being completed. The City can determine the number of Phase 2 audits that they wish for the CONSULTANT to complete (typically CONSULTANT recommends roughly 33% of lodging properties for Phase 2 audit but it is up to the City to determine the number).

Phase 1: Analysis
The City will pay the CONSULTANT a fixed fee of $800 per lodging property. This fee applies to all lodging properties located in the City limits. The CONSULTANT will invoice this upon delivery of the analysis report.

Phase 2: Audit and Compliance Review
The City will pay the CONSULTANT a fixed fee of $1,200 per lodging property reviewed unless the City does not approve the list of lodging properties for Compliance Review within 90 days of submission, in which the cost will increase to $1,400 per lodging property reviewed. The CONSULTANT will invoice this upon delivery of the compliance report with payment to be made within thirty-days (30) of receipt of invoice.

Based on our experiences, through review of lodging properties in the initial Discovery and Audit Phase (Phase 1), our staff typically recommends approximately 33% of the lodging providers for the Phase 2 Compliance Review.

Reimbursement of Travel Costs for Audit Services (Visits to City) DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
Attachment A - Contract
No. C23187298A
MuniServices, LLC for Tax
and Fee Consulting
Services
Item 33: Staff Report Pg. 46 Packet Pg. 469 of 911
Professional Services
Rev. Dec.15, 2020

For the Transient Occupancy Tax services, the CONSULTANT will also charge the City out-ofpocket expenses for travel costs related to the performance of the audits in accordance with the City of Palo Alto’s policy for reimbursement of travel and meal expenses. Travel costs will not exceed $2,500 per visit. If CONSULTANT expect to spend more than $2,500 per visit, CONSULTANT will get prior approval from the City for any amounts over the allotted $2,500, executed in writing per Section 27.4 of this Agreement. The travel costs will be invoiced to the City upon delivery of the final report to the City.

Typically for years two and three there will not be a need to audit every property within the statute.

The CONSULTANT will continue to monitor the lodging properties reporting and notify the City of any anomaly and then charge $500 per property for any of those that require further compliance review.

Should the City elect the full Phases 1 and 2 service for years two and three, the travel costs reimbursement provisions above will apply, to be executed in writing per Section 27.4 of this Agreement.

Task 4: Telecommunications Users Tax (TUT) Administrative and Reporting Services A. Administration and Reporting Services
Telecommunications Users Tax (TUT) administration services are available to the City for a monthly administration fee equal to $2.95 per filing transaction (typically one transaction per UUT taxpayer per month), adjusted by CPI at the beginning of the calendar year. The Administration Service will be invoiced to the City on a monthly basis and be based on the number of returns filed in the month.

B. Utility User Tax City-Specific Compliance Review Audit Upon mutual agreement of a suitable telecommunications utility for compliance review, the City shall pay the CONSULTANT thirty percent (30%) of the additional revenues, including interest and penalties, that has resulted from its City-specific compliance review activities. The CONSULTANT will seek to recover or assist the City in recovering all revenue due the City from prior periods, if any, and the CONSULTANT will receive 30% of any retroactive recovery. Said 30% also applies to the additional revenue received by the City for the first three years following the correction of the error/omission. As used in this subsection, the term “additional revenues” includes the value of any other services, credits, property of every kind or nature, or other consideration received by the City in lieu of monetary payment.

Compensation is due and payable within thirty (30) days of the City’s receipt of the invoice. Any amounts which remain unpaid after thirty (30) days shall accrue interest at a rate of one and onehalf percent (1.5%) per month, or the maximum amount permitted by law.

DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
Attachment A - Contract
No. C23187298A
MuniServices, LLC for Tax
and Fee Consulting
Services
Item 33: Staff Report Pg. 47 Packet Pg. 470 of 911
Professional Services
Rev. Dec.15, 2020

REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, telecommunications, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses.

CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are as detailed below, not to exceed $2,500 per visit (per the “Reimbursement of Travel Costs for Audit Services (Visits to City)” section above):
1) Travel related to discovery and/or audits as authorized in writing by the City’s Project Manager, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses.

All requests for payment of expenses shall be accompanied by appropriate backup information.

ADDITIONAL SERVICES
The CONSULTANT shall provide Additional Services, as detailed in Section 4 of this Agreement, only by advanced, written authorization from the CITY as detailed in Section 1 of this Agreement.

DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
Attachment A - Contract
No. C23187298A
MuniServices, LLC for Tax
and Fee Consulting
Services
Item 33: Staff Report Pg. 48 Packet Pg. 471 of 911
Professional Services
Rev. Dec.15, 2020

BUDGET SCHEDULE RATE

NOT TO EXCEED
AMOUNT
(5-YEARS)
Task 1: Business Tax, Business Registry, and Business Improvement District Program Administrative, Reporting, and Audit Services
a. Business tax, Business Registry,
and Business Improvement District
Program set up and
implementation
• Set-up fee: $30,000 • $30,000.00
b. Business tax, Business Registry,
and Business Improvement District
Program administration and
reporting
• Annual flat fee: $10,000 • $50,000.00
• Annual fee per participant:
$13/annually (adj annually by
CPI) – extended NTE assumes
9,300 businesses, over 5 years,
and 5% annual CPI
• $668,050.00
c. Business Tax and Business Registry
discovery and recovery (if City
elects this service)
• Contingency fee: 35% • $50,000.00
• Minimum annual fee: $7,500
d. Business Tax and Business Registry
audit
• Hourly rate: $100 (adj annually
by CPI)
• $50,000.00
SUBTOTAL: BASIC SERVICES $848,050.00
e. Additional customization and
consulting services (if City elects
this service)
• Hourly rate as listed in Exhibit
C-1
• $50,000.00
Task 2: Sales and Use Tax Audit and Information Services a. Sales and use tax information • Annual flat fee: $4,000 (adj annually by CPI) – extended
NTE assumes 5% CPI over 5
years
• $22,500.00
b. Sales and use tax audit • Contingency fee: 15% • $100,000.00 SUBTOTAL: BASIC SERVICES $122,500.00
DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
Attachment A - Contract
No. C23187298A
MuniServices, LLC for Tax
and Fee Consulting
Services
Item 33: Staff Report Pg. 49 Packet Pg. 472 of 911
Professional Services
Rev. Dec.15, 2020

Task 3: Transient Occupancy Tax Administrative, Reporting, and Audit Services a. Transient Occupancy Tax
administrative and reporting
• Annual fee per lodging
property: $150 (adj annually
by CPI) – extended NTE
assumes 35 lodging
properties, over 5 years, and
5% annual CPI
• $29,000.00
b. Transient Occupancy Tax audit
(traditional hotel/motel) (if City
elects this service) – extended NTE
assumes one round each of Phase
1 and 2 for half of the City’s hotel
properties, travel costs for one
visit, and compliance review as
agreed upon.
• Phase 1: $800 per lodging
property
• $40,000.00
• Phase 2: $1,200 per lodging
property (adj annually by CPI)
• Travel costs: up to $2,500 per
visit
• Compliance review: $500 per
property
SUBTOTAL: BASIC SERVICES $69,000.00
Task 4: Telecommunication Users Tax Administrative, Reporting, and Audit Services a. Telecommunication Users Tax
administrative and reporting
services
• Filing fee: $2.95/transaction
(adj annually by CPI) –
extended NTE assumes 250
filers, over 5 years, and 5%
annual CPI
• $47,000
b. Telecommunication users tax audit
services (if City elects this service)
• Contingency fee: 30% • $25,000
SUBTOTAL: BASIC SERVICES $72,000.00
TOTAL BASIC SERVICES $1,111,550.00
TOTAL ADDITIONAL SERVICES $50,000.00
TOTAL NOT TO EXCEED $1,161,550.00
DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
Attachment A - Contract
No. C23187298A
MuniServices, LLC for Tax
and Fee Consulting
Services
Item 33: Staff Report Pg. 50 Packet Pg. 473 of 911
Professional Services
Rev. Dec.15, 2020

EXHIBIT “C-1”

SCHEDULE OF RATES
Additional Consulting Services (“Additional Services”)
Should the City desire Additional Services, per Section 4 and Exhibit “C” of this Agreement, the City may request that the CONSULTANT provide Additional Services at any time during term of the Agreement. CONSULTANT shall provide such services on a Time and Materials basis and based on the hourly rate schedule below.

Position Hourly Rate
Principal $225
Project Manager/Director $200
Client Services Executive $175
Senior Analyst $150
Information Technology $200
Analyst $125
Administrative $85
DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
Attachment A - Contract
No. C23187298A
MuniServices, LLC for Tax
and Fee Consulting
Services
Item 33: Staff Report Pg. 51 Packet Pg. 474 of 911
Professional Services
Rev. Dec.15, 2020

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.

DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
Attachment A - Contract
No. C23187298A
MuniServices, LLC for Tax
and Fee Consulting
Services
Item 33: Staff Report Pg. 52 Packet Pg. 475 of 911
Professional Services
Rev. Dec.15, 2020

DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
Attachment A - Contract
No. C23187298A
MuniServices, LLC for Tax
and Fee Consulting
Services
Item 33: Staff Report Pg. 53 Packet Pg. 476 of 911
Professional Services
Rev. Dec.15, 2020

DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
Attachment A - Contract
No. C23187298A
MuniServices, LLC for Tax
and Fee Consulting
Services
Item 33: Staff Report Pg. 54 Packet Pg. 477 of 911
Professional Services
Rev. Dec.15, 2020

EXHIBIT E
DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
Attachment A - Contract
No. C23187298A
MuniServices, LLC for Tax
and Fee Consulting
Services
Item 33: Staff Report Pg. 55 Packet Pg. 478 of 911
Professional Services
Rev. Dec.15, 2020

DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
Attachment A - Contract
No. C23187298A
MuniServices, LLC for Tax
and Fee Consulting
Services
Item 33: Staff Report Pg. 56 Packet Pg. 479 of 911
Professional Services
Rev. Dec.15, 2020

DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
Attachment A - Contract
No. C23187298A
MuniServices, LLC for Tax
and Fee Consulting
Services
Item 33: Staff Report Pg. 57 Packet Pg. 480 of 911
Professional Services
Rev. Dec.15, 2020

DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
Attachment A - Contract
No. C23187298A
MuniServices, LLC for Tax
and Fee Consulting
Services
Item 33: Staff Report Pg. 58 Packet Pg. 481 of 911
Professional Services
Rev. Dec.15, 2020

DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
Attachment A - Contract
No. C23187298A
MuniServices, LLC for Tax
and Fee Consulting
Services
Item 33: Staff Report Pg. 59 Packet Pg. 482 of 911
Professional Services
Rev. Dec.15, 2020

DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
Attachment A - Contract
No. C23187298A
MuniServices, LLC for Tax
and Fee Consulting
Services
Item 33: Staff Report Pg. 60 Packet Pg. 483 of 911
Professional Services
Rev. Dec.15, 2020

DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
Attachment A - Contract
No. C23187298A
MuniServices, LLC for Tax
and Fee Consulting
Services
Item 33: Staff Report Pg. 61 Packet Pg. 484 of 911
Professional Services
Rev. Dec.15, 2020

DocuSign Envelope ID: CF8DD150-7A6C-498B-8E58-3A6A7FE9F4BF Item 33
Attachment A - Contract
No. C23187298A
MuniServices, LLC for Tax
and Fee Consulting
Services
Item 33: Staff Report Pg. 62 Packet Pg. 485 of 911
Professional Services
Rev. Dec.15, 2020

EXHIBIT “F”

CYBERSECURITY TERMS AND CONDITIONS
In order to assure the privacy and security of the personal information of the City's customers and people who do business with the City, including, without limitation, vendors, utility customers, library patrons, and other individuals and companies, who are required to share such information with the City, as a condition of receiving services from the City or selling goods and services to the City, including, without limitation, the Software as a Service services provider (the "Consultant") and its subcontractors, if any, including, without limitation, any Information Technology ("IT") infrastructure services provider, shall design, install, provide, and maintain a secure IT environment, described below, while it renders and performs the Services and furnishes goods, if any, described in the Statement of Work, Exhibit B, to the extent any scope of work implicates the confidentiality and privacy of the personal information of the City's customers. The Consultant shall fulfill the data and information security requirements (the "Requirements") set forth in Part A below.

A "secure IT environment" includes (a) the IT infrastructure, by which the Services are provided to the City, including connection to the City's IT systems; (b) the Consultant's operations and maintenance processes needed to support the environment, including disaster recovery and business continuity planning; and (c) the IT infrastructure performance monitoring services to ensure a secure and reliable environment and service availability to the City. "IT infrastructure" refers to the integrated framework, including, without limitation, data centers, computers, and database management devices, upon which digital networks operate.

In the event that, after the Effective Date, the Consultant reasonably determines that it cannot fulfill the Requirements, the Consultant shall promptly inform the City of its determination and submit, in writing, one or more alternate countermeasure options to the Requirements (the "Alternate Requirements" as set forth in Part B), which may be accepted or rejected in the reasonable satisfaction of the Information Security Manager (the "ISM").

Part A. Requirements:

The Consultant shall at all times during the term of any contract between the City and the Consultant:
(a) Appoint or designate an employee, preferably an executive officer, as the security liaison to the City with respect to the Services to be performed under this Agreement. (b) Comply with the City's Information Privacy Policy:
(c) Have adopted and implemented information security and privacy policies that are documented, are accessible to the City, and conform to ISO 27001/2 – Information Security Management Systems (ISMS) Standards. See the following:

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Services
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http://www.iso.org/iso/home/store/catalogue_tc/catalogue_detail.htm?csnumber=42103 http://www.iso.org/iso/iso_catalogue/catalogue_tc/catalogue_detail.htm?csnumber=5029 7 (d) Conduct routine data and information security compliance training of its personnel that is appropriate to their role.
(e) Develop and maintain detailed documentation of the IT infrastructure, including software versions and patch levels.
(f) Develop an independently verifiable process, consistent with industry standards, for performing professional and criminal background checks of its employees that (1) would permit verification of employees' personal identity and employment status, and (2) would enable the immediate denial of access to the City's confidential data and information by any of its employees who no longer would require access to that information or who are terminated.
(g) Provide a list of IT infrastructure components in order to verify whether the Consultant has met or has failed to meet any objective terms and conditions. (h) Implement access accountability (identification and authentication) architecture and support role-based access control ("RBAC") and segregation of duties ("SoD") mechanisms for all personnel, systems, and Software used to provide the Services. "RBAC" refers to a computer systems security approach to restricting access only to authorized users. "SoD" is an approach that would require more than one individual to complete a security task in order to promote the detection and prevention of fraud and errors.
(i) Assist the City in undertaking annually an assessment to assure that: (1) all elements of the Services' environment design and deployment are known to the City, and (2) it has implemented measures in accordance with industry best practices applicable to secure coding and secure IT architecture.
(j) Provide and maintain secure intersystem communication paths that would ensure the confidentiality, integrity, and availability of the City's information. (k) Deploy and maintain IT system upgrades, patches and configurations conforming to current patch and/or release levels by not later than one (1) week after its date of release.

Emergency security patches must be installed within 24 hours after its date of release. (l) Provide for the timely detection of, response to, and the reporting of security incidents, including on-going incident monitoring with logging.
(m) Notify the City within one (1) hour of detecting a security incident that results in the unauthorized access to or the misuse of the City's confidential data and information. (n) Inform the City that any third party service provider(s) meet(s) all of the Requirements. (o) Perform security self-audits on a regular basis and not less frequently than on a quarterly basis, and provide the required summary reports of those self-audits to the ISM on the annual anniversary date or any other date agreed to by the Parties. (p) Accommodate, as practicable, and upon reasonable prior notice by the City, the City's performance of random site security audits at the Consultant's site(s), including the site(s) of a third-party service provider(s), as applicable. The scope of these audits will extend to the Consultant's and its third-party service provider(s)' awareness of security policies and practices, systems configurations, access authentication and authorization, and incident detection and response.
(q) Cooperate with the City to ensure that to the extent required by applicable laws, rules and regulations, and the Confidential Information will be accessible only by the Consultant and any authorized third-party service provider's personnel.

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(r) Perform regular, reliable secured backups of all data needed to maximize the availability of the Services. Adequately encrypt the City of Palo Alto's data, during the operational process, hosted at rest, and the backup stage at the Vendors' environment (including Vendor's contracting organization's environment).
(s) Maintain records relating to the Services for a period of three (3) years after the expiration or earlier termination of this Agreement and in a mutually agreeable storage medium.

Within thirty (30) days after the effective date of expiration or earlier termination of this Agreement, all of those records relating to the performance of the Services shall be provided to the ISM.
(t) Maintain the Confidential Information in accordance with applicable federal, state, and local data and information privacy laws, rules, and regulations. (u) Encrypt the Confidential Information before delivering the same by electronic mail to the City and or any authorized recipient.
(v) Provide Network Layer IP filtering services to allow access only from the City of Palo Alto's IP address to the Vendor environment (primarily hosted for the City of Palo Alto). (w) Offer a robust disaster recovery and business continuity (DR-BCP) solutions to the City for the systems and services the Vendor provides to the City. (x) Provide and support Single Sign-on (SSO) and Multifactor Authentication (MFA) solutions for authentication and authorization services from the "City's environment to the Vendor's environment," and Vendor's environment to the Vendor's cloud services/hosted environment." The Vendor shall allow two employees of the City to have superuser and super-admin access to the Vendor's IT environment, and a cloud-hosted IT environment belongs to the City.
(y) Unless otherwise addressed in the Agreement, shall not hold the City liable for any direct, indirect or punitive damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the City's IT environment, including, without limitation, IT infrastructure communications. (z) The Vendor must provide evidence of valid cyber liability insurance policy per the City’s EXHIBIT “D” INSURANCE REQUIREMENTS.

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CITY OF PALO ALTO CONTRACT NO. C23187298B

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF PALO ALTO AND

HDL COREN & CONE
This Agreement for Professional Services (this “Agreement”) is entered into as of the 19th day of June 2023 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and HDL COREN & CONE, a California corporation, located at 120 S. State College Boulevard, Suite 200, Brea, CA 92821 (“CONSULTANT”).

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

RECITALS
A. CITY seeks Property Tax Analysis and Reporting services (the “Project”) and desires to engage a consultant for Property Tax Consulting Services in connection with the Project (the “Services”, as detailed more fully in Exhibit A).

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

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

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

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

SECTION 2. TERM.

The term of this Agreement shall be from the date of its full execution through March 31, 2028 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.

SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this DocuSign Envelope ID: 07A82D27-BC85-4369-8B88-4A88E27B07F3 Item 33
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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 One Hundred One Thousand Eight Hundred Dollars ($101,800.00). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.

Optional Additional Services Provision (This provision applies only if checked and a not-to-exceed compensation amount for Additional Services is allocated below under this Section 4.)
In addition to the not-to-exceed compensation specified above, CITY has set aside the notto-exceed compensation amount of Ten Thousand Dollars ($10,000.00) for the performance of Additional Services (as defined below). The total compensation for performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C, shall not exceed One Hundred Eleven Thousand Eight Hundred Dollars ($111,800.00), as detailed in Exhibit C.
“Additional Services” means any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit A. CITY may elect to, but is not required to, authorize Additional Services up to the maximum amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section. Additional Services, if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1, entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.

To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation to DocuSign Envelope ID: 07A82D27-BC85-4369-8B88-4A88E27B07F3 Item 33
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CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4.

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

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

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

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

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

SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of DocuSign Envelope ID: 07A82D27-BC85-4369-8B88-4A88E27B07F3 Item 33
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design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more, CONSULTANT shall make recommendations to CITY for aligning the Project design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY.

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

CONSULTANT and any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT will be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities related to CONSULTANT’s performance of the Services, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT’s provision of the Services only, and not as to the means by which such a result is obtained.

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

SECTION 12. SUBCONTRACTING.

Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the Services to be performed under this Agreement without the prior written authorization of the City Manager or designee. In the event CONSULTANT does subcontract any portion of the work to be performed under this Agreement, CONSULTANT shall be fully responsible for all acts and omissions of subcontractors.

Option B: Subcontracts Authorized: Notwithstanding Section 11 (Assignment) above, CITY agrees that subcontractors may be used to complete the Services. The subcontractors authorized by CITY to perform work on this Project are:

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

SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Nichole ConeMorishita, CFO, 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 Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s Project Manager. CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property.

CITY’s Project Manager is Josie Stokes, Administrative Services Department, Revenue Collections Division, 250 Hamilton Avenue, Palo Alto, CA 94301, Telephone: (650) 329-2291.

CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time.

SECTION 14. OWNERSHIP OF MATERIALS. All work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services.

SECTION 15. AUDITS. CONSULTANT agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, CONSULTANT’s records pertaining to matters covered by this Agreement, including without limitation records demonstrating compliance with the requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after the expiration or earlier termination of this Agreement or the DocuSign Envelope ID: 07A82D27-BC85-4369-8B88-4A88E27B07F3 Item 33
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completion of any audit hereunder, whichever is later.

SECTION 16. INDEMNITY.
[Option A applies to the following design professionals pursuant to Civil Code Section 2782.8: architects; landscape architects; registered professional engineers and licensed professional land surveyors.] 16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all third party demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements (“Claims”) to the extent that such Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. CITY will reimburse CONSULTANT for the proportionate percentage of defense costs exceeding CONSULTANT’s proportionate percentage of fault as determined by the final judgment of a court of competent jurisdiction.
[Option B applies to any consultant who does not qualify as a design professional as defined in Civil Code Section 2782.8.] 16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party.

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

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

SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 29.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or partial exercise of any right or DocuSign Envelope ID: 07A82D27-BC85-4369-8B88-4A88E27B07F3 Item 33
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remedy will preclude any other or further exercise of any right or remedy.

SECTION 18. INSURANCE.

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

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

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

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

SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.

19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided under this Agreement or at law, the City Manager may terminate this Agreement sooner upon written notice of termination. Upon receipt of any notice of suspension or termination, CONSULTANT will DocuSign Envelope ID: 07A82D27-BC85-4369-8B88-4A88E27B07F3 Item 33
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discontinue its performance of the Services on the effective date in the notice of suspension or termination.

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

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

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

SECTION 20. NOTICES.

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

To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the Project Manager at the address of CONSULTANT recited on the first page of this Agreement.

CONSULTANT shall provide written notice to CITY of any change of address.

SECTION 21. CONFLICT OF INTEREST.

21.1. In executing this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which DocuSign Envelope ID: 07A82D27-BC85-4369-8B88-4A88E27B07F3 Item 33
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would conflict in any manner or degree with the performance of the Services.

21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subcontractors or other persons or parties having such an interest.

CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California, as amended from time to time. CONSULTANT agrees to notify CITY if any conflict arises.

21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by the Regulations of the Fair Political Practices Commission, CONSULTANT will file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time.

SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.

22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section

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

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

SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include, first, minimizing and reducing waste; second, reusing waste; and, third, recycling or composting waste. In particular, CONSULTANT shall comply with the following Zero Waste requirements:

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(a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable-based inks. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed.

SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE.

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

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

SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS.

26.1. This Project is not subject to prevailing wages and related requirements. CONSULTANT is not required to pay prevailing wages and meet related requirements under the California Labor Code and California Code of Regulations in the 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 DocuSign Envelope ID: 07A82D27-BC85-4369-8B88-4A88E27B07F3 Item 33
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1773.3(j).

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

This Project is not a 9204 Public Works Project.

SECTION 28. CONFIDENTIAL INFORMATION.

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

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

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

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

28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that CONSULTANT will notify CITY in writing of such order immediately upon 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.

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

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

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

SECTION 29. MISCELLANEOUS PROVISIONS.

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

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

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

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

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

29.6. In the event of a conflict between the terms of this Agreement and the exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall DocuSign Envelope ID: 07A82D27-BC85-4369-8B88-4A88E27B07F3 Item 33
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control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if any), the exhibits shall control.

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

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

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

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

EXHIBIT A: SCOPE OF SERVICES
EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS
EXHIBIT E: INFORMATION PRIVACY POLICY
EXHIBIT F: CYBERSECURITY TERMS AND CONDITIONS

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

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CONTRACT NO. C23187298B 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

HDL COREN & CONE
Officer 1
By:_____________________________
Name: Paula Cone_________________
Title: President____________________
Officer 2
By:______________________________
Name: Nichole Cone-Morishita________
Title: CFO_________________________
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EXHIBIT A

SCOPE OF SERVICES
CONSULTANT shall provide the following services and deliverables pursuant to this Agreement:

Property Tax Information Services and Reporting
The CONSULTANT shall furnish a variety of reports detailing property and revenue trends for the entire City and for custom defined geographic areas. These reports may be used for budgeting purposes, planning, economic development and public information. Among the reports available are top 25, 50, 100-property owner/taxpayer listings, multiple ownership properties, non-owner occupied parcels, identification of property ownership transfers and completed construction projects for tracking of reassessments. The CONSULTANT will provide the following reports annually, quarterly or monthly, as appropriate. Reports are also available from prior years if needed and will be made available in pdf, Microsoft Word and Excel formats, as requested by City, for use in staff presentations.

Reports in the portfolio of deliverables include but are not limited to:
 A five-year history of the values within the City, and custom (city defined) geographic areas;
 A listing of the largest value changes, positive and negative between tax years;  An annual parcel listing of properties with parcel number changes between tax years identifying parcel splits and combines;
 A listing of the major property owners for the City including the combined assessed values of their property and property use code designation;
 A listing of property transfers which occurred since the lien date ordered by month—sales listing;
 A listing of parcels that have not changed ownership since the enactment of Proposition 13;
 Analysis of recent sales of properties not sold since prior to Proposition 13.  A comparison of property within the City by county use-code designation;  A multiple year comparison of growth by use code designation over a 5- year period;  A listing by parcel of new construction activity to identify non-residential parcels with new construction activity and to provide reports for use in the City's preparation of Propositions 4 and 111 State Appropriation Limit calculations;
 A listing of multiple owned parcels;
 A listing of absentee owner parcels;
 Calculate an estimate of property tax revenue anticipated to be received for the fiscal year by the City based upon the initial information provided by the County and subject to modification.
 Analyses based on geo areas designated by the City to include assessed valuations and square footage computations for use in economic analysis and community development planning.

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 One and five-year budget projections for the city general fund and special districts. This report is interactive for tax modeling.

WEB-BASED SOFTWARE APPLICATION
The CONSULTANT shall make available for use its HDL Coren and Cone Property Tax Web Application, a web-based software application that provides the City with a user-friendly tool to store, search, access and analyze the City’s property tax data (also called the “software application” or “software” in this Agreement. Data in the software application shall be updated monthly to reflect changes in ownership and deed recordings. Assessment appeals data is updated quarterly.

As modifications and enhancements are made to the program, the City receives the enhanced version of the software at no additional cost. The City is granted a site license for the software application under this Agreement, which does not limit the number of users. The software can be used to access secured, unsecured, cross reference, possessory interest, mineral rights and SBE non-operating unitary tax rolls. Unsecured assessments are linked to the corresponding secured parcels where parcel numbers match. This allows users to see all property tax records at a particular location.

Geographic areas as defined by the City can be created in the software by City staff or, upon supplying maps with the boundary area of each requested geo defined, will be created by the CONSULTANT and are included in the cost of this scope of services. Additional areas can be created at no cost as they become necessary.

Property transfer information is updated monthly and the prior sales transactions are stored with each record for reference. Filtering is available for Pre-Proposition 13 owned properties, nonowner occupied properties (absentee owners), specific focused uses, targeted values, and selection of various other property characteristics. The data can be sorted by parcel number, owner, situs address, county use code designation and tax rate area. Data can be exported from the software to Excel, CSV, Text or Html to allow for further analysis through an easy-to-use export feature. Custom exports are also available to link or integrate with city building or code enforcement products.

Training will be provided annually at no additional cost to the City and CONSULTANT will provide support for the City’s use of the software, answering questions, providing phone assistance and troubleshooting issues that arise between scheduled training events at no additional cost to the City.

The Services, where provided by CONSULTANT’s online-hosted software, include all related services and support necessary to implement the Services detailed in this Scope of Services, including, for example and without limitation, data/content migration, software licensing, onlinehosting, maintenance, updates, upgrades, security, and technical and user support as detailed in this Scope of Services and elsewhere in this Agreement, in CONSULTANT’s proposal, and in the Documentation.

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PROPERTY TAX AUDITS
The CONSULTANT will perform an analysis of the Assessor Rolls to identify all parcels on the secured, unsecured and cross reference tax rolls and verify that parcel assessed valuations and the resulting taxes are correctly allocated to the City. This analysis is accomplished using specialized computer software, assessor maps, City GIS maps, City records, other pertinent documents, and field investigations. The review will include the lien date rolls noted for the current tax year as well as historical data back for a total of four (4) tax years.

A report is prepared related to the properties requiring corrective action with a suggested tax rate area (TRA) and/or correct address and APN and then transmitted to the County Assessor’s office for review and correction and to the client City at the same time. Once the Assessor’s staff has reviewed and corrected the misplaced TRAs, the County returns to our office an accounting of the properties that were corrected and transmitted to the Auditor’s office for tax reassignment.

That report is then provided to the client as verification that corrections were made. If necessary, we will review our findings and recommendations with designated City project manager.

ON-GOING CONSULTATION (ADDITIONAL SERVICES)
During the term of this Agreement, and constituting “Additional Services” under Section 1 (“Scope of Services”) of this Agreement, the CITY, at its sole discretion, may elect to order additional services related to special projects beyond what is described in the Scope of Services.

Any such Additional Services are subject to the provisions of this Agreement including without limitation Section 1 (“Scope of Services”), Section 4 (“Not to Exceed Compensation”) and Exhibit C (“Compensation”).

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EXHIBIT A-1

PROFESSIONAL SERVICES TASK ORDER
CONSULTANT shall perform the Services detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into this Task Order by this reference. CONSULTANT shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below.

CONTRACT NO.

OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE)
1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE):
1B. TASK ORDER NO.:

2. CONSULTANT NAME:

3. PERIOD OF PERFORMANCE: START: COMPLETION:
4 TOTAL TASK ORDER PRICE: $__________________
BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $_______________

5. BUDGET CODE_______________
COST CENTER________________
COST ELEMENT______________
WBS/CIP__________
PHASE__________

6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:_____________________________________

7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A)
MUST INCLUDE:
 SERVICES AND DELIVERABLES TO BE PROVIDED
 SCHEDULE OF PERFORMANCE
 MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable)  REIMBURSABLE EXPENSES, if any (with “not to exceed” amount)

8. ATTACHMENTS: A: Task Order Scope of Services B (if any): _____________________________ I hereby authorize the performance of the
work described in this Task Order.

APPROVED:

CITY OF PALO ALTO
BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________
I hereby acknowledge receipt and acceptance of
this Task Order and warrant that I have
authority to sign on behalf of Consultant.

APPROVED:

COMPANY NAME: ______________________
BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________
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EXHIBIT B

SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the Project Managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed (“NTP”) from the CITY.

Milestones
Completion
Number of Days/Weeks (as specified below)
from NTP

1. Property Tax Information and Reporting
Services
• Delivery of reports specified in
Exhibit “A” – Scope of Services
including newsletter, additional
handouts, revenue projections, and/or
electronic files with reports.

Quarterly by the end of the following month
of each quarter in January, April, July, and
October. Option to delivery annually or
monthly, as needed.

2. Web-Based Software Application
• Monthly database update
• Software training
Database update: monthly
Software training schedule TBD and as
needed

3. Property Tax Audits
• Audit and Compliance Services as
described in Exhibit “A” – Scope of
Services
TBD, upon reasonable notice by City after
consultation with CONSULTANT

4. Ongoing Consultation (Additional
Services)
If executed per Sections 1 and 4, or per
Section 27.4
TBD, if any
Optional Schedule of Performance Provision for On-Call or Additional Services Agreements. (This provision only applies if checked and only applies to on-call agreements per Section 1 or agreements with Additional Services per Section 4.)
The schedule of performance shall be as provided in the approved Task Order, as detailed in Section 1 (Scope of Services) in the case of on-call Services, or as detailed in Section 4 in the case of Additional Services, provided in all cases that the schedule of performance shall fall within the term as provided in Section 2 (Term) of this Agreement.

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EXHIBIT C

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

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

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

BUDGET SCHEDULE NOT TO EXCEED AMOUNT
Task 1 & 2
(Property Tax Analysis and Information Services and
access to web-based database software, billed quarterly) $91,800.00 Task 3
(Property Tax Audits) $10,000.00
Sub-total for Services $101,800.00
Reimbursable Expenses (if any) $0.00
Total for Services and Reimbursable Expenses $101,800.00 Additional Services $10,000.00
Maximum Total Compensation $111,800.00

REIMBURSABLE EXPENSES
CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative support time/overtime, information systems, software and hardware, DocuSign Envelope ID: 07A82D27-BC85-4369-8B88-4A88E27B07F3 Item 33
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photocopying, telecommunications (telephone, internet), in-house printing, insurance and other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder.

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

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EXHIBIT C-1

SCHEDULE OF RATES
CONSULTANT’s schedule of rates is as follows:

Hourly Rate
Partner $250
Principal $225
Programmer $200
Associate $175
Senior Analyst $125
Analyst $90
Administrative $70
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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.

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DocuSign Envelope ID: 07A82D27-BC85-4369-8B88-4A88E27B07F3 Item 33
Attachment B - Contract
No. C23187298B HdL
Coren & Cone for
Property Tax Consulting
Services
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Professional Services
Rev. Dec.15, 2020

EXHIBIT E
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Attachment B - Contract
No. C23187298B HdL
Coren & Cone for
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Professional Services
Rev. Dec.15, 2020

DocuSign Envelope ID: 07A82D27-BC85-4369-8B88-4A88E27B07F3 Item 33
Attachment B - Contract
No. C23187298B HdL
Coren & Cone for
Property Tax Consulting
Services
Item 33: Staff Report Pg. 92 Packet Pg. 515 of 911
Professional Services
Rev. Dec.15, 2020

DocuSign Envelope ID: 07A82D27-BC85-4369-8B88-4A88E27B07F3 Item 33
Attachment B - Contract
No. C23187298B HdL
Coren & Cone for
Property Tax Consulting
Services
Item 33: Staff Report Pg. 93 Packet Pg. 516 of 911
Professional Services
Rev. Dec.15, 2020

DocuSign Envelope ID: 07A82D27-BC85-4369-8B88-4A88E27B07F3 Item 33
Attachment B - Contract
No. C23187298B HdL
Coren & Cone for
Property Tax Consulting
Services
Item 33: Staff Report Pg. 94 Packet Pg. 517 of 911
Professional Services
Rev. Dec.15, 2020

DocuSign Envelope ID: 07A82D27-BC85-4369-8B88-4A88E27B07F3 Item 33
Attachment B - Contract
No. C23187298B HdL
Coren & Cone for
Property Tax Consulting
Services
Item 33: Staff Report Pg. 95 Packet Pg. 518 of 911
Professional Services
Rev. Dec.15, 2020

DocuSign Envelope ID: 07A82D27-BC85-4369-8B88-4A88E27B07F3 Item 33
Attachment B - Contract
No. C23187298B HdL
Coren & Cone for
Property Tax Consulting
Services
Item 33: Staff Report Pg. 96 Packet Pg. 519 of 911
Professional Services
Rev. Dec.15, 2020

DocuSign Envelope ID: 07A82D27-BC85-4369-8B88-4A88E27B07F3 Item 33
Attachment B - Contract
No. C23187298B HdL
Coren & Cone for
Property Tax Consulting
Services
Item 33: Staff Report Pg. 97 Packet Pg. 520 of 911
Professional Services
Rev. Dec.15, 2020

DocuSign Envelope ID: 07A82D27-BC85-4369-8B88-4A88E27B07F3 Item 33
Attachment B - Contract
No. C23187298B HdL
Coren & Cone for
Property Tax Consulting
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Item 33: Staff Report Pg. 98 Packet Pg. 521 of 911
Professional Services
Rev. Dec.15, 2020

EXHIBIT “F”

CYBERSECURITY TERMS AND CONDITIONS
In order to assure the privacy and security of the personal information of the City's customers and people who do business with the City, including, without limitation, vendors, utility customers, library patrons, and other individuals and companies, who are required to share such information with the City, as a condition of receiving services from the City or selling goods and services to the City, including, without limitation, the Software as a Service services provider (the "Consultant") and its subcontractors, if any, including, without limitation, any Information Technology ("IT") infrastructure services provider, shall design, install, provide, and maintain a secure IT environment, described below, while it renders and performs the Services and furnishes goods, if any, described in the Statement of Work, Exhibit B, to the extent any scope of work implicates the confidentiality and privacy of the personal information of the City's customers. The Consultant shall fulfill the data and information security requirements (the "Requirements") set forth in Part A below.

A "secure IT environment" includes (a) the IT infrastructure, by which the Services are provided to the City, including connection to the City's IT systems; (b) the Consultant's operations and maintenance processes needed to support the environment, including disaster recovery and business continuity planning; and (c) the IT infrastructure performance monitoring services to ensure a secure and reliable environment and service availability to the City. "IT infrastructure" refers to the integrated framework, including, without limitation, data centers, computers, and database management devices, upon which digital networks operate.

In the event that, after the Effective Date, the Consultant reasonably determines that it cannot fulfill the Requirements, the Consultant shall promptly inform the City of its determination and submit, in writing, one or more alternate countermeasure options to the Requirements (the "Alternate Requirements" as set forth in Part B), which may be accepted or rejected in the reasonable satisfaction of the Information Security Manager (the "ISM").

Part A. Requirements:

The Consultant shall at all times during the term of any contract between the City and the Consultant:
(a) Appoint or designate an employee, preferably an executive officer, as the security liaison to the City with respect to the Services to be performed under this Agreement. (b) Comply with the City's Information Privacy Policy:

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Coren & Cone for
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(c) Have adopted and implemented information security and privacy policies that are documented, are accessible to the City, and conform to ISO 27001/2 – Information Security Management Systems (ISMS) Standards. See the following:
http://www.iso.org/iso/home/store/catalogue_tc/catalogue_detail.htm?csnumber=42103 http://www.iso.org/iso/iso_catalogue/catalogue_tc/catalogue_detail.htm?csnumber=5029 7 (d) Conduct routine data and information security compliance training of its personnel that is appropriate to their role.
(e) Develop and maintain detailed documentation of the IT infrastructure, including software versions and patch levels.
(f) Develop an independently verifiable process, consistent with industry standards, for performing professional and criminal background checks of its employees that (1) would permit verification of employees' personal identity and employment status, and (2) would enable the immediate denial of access to the City's confidential data and information by any of its employees who no longer would require access to that information or who are terminated.
(g) Provide a list of IT infrastructure components in order to verify whether the Consultant has met or has failed to meet any objective terms and conditions. (h) Implement access accountability (identification and authentication) architecture and support role-based access control ("RBAC") and segregation of duties ("SoD") mechanisms for all personnel, systems, and Software used to provide the Services. "RBAC" refers to a computer systems security approach to restricting access only to authorized users. "SoD" is an approach that would require more than one individual to complete a security task in order to promote the detection and prevention of fraud and errors.
(i) Assist the City in undertaking annually an assessment to assure that: (1) all elements of the Services' environment design and deployment are known to the City, and (2) it has implemented measures in accordance with industry best practices applicable to secure coding and secure IT architecture.
(j) Provide and maintain secure intersystem communication paths that would ensure the confidentiality, integrity, and availability of the City's information. (k) Deploy and maintain IT system upgrades, patches and configurations conforming to current patch and/or release levels by not later than one (1) week after its date of release.

Emergency security patches must be installed within 24 hours after its date of release. (l) Provide for the timely detection of, response to, and the reporting of security incidents, including on-going incident monitoring with logging.
(m) Notify the City within one (1) hour of detecting a security incident that results in the unauthorized access to or the misuse of the City's confidential data and information. (n) Inform the City that any third party service provider(s) meet(s) all of the Requirements. (o) Perform security self-audits on a regular basis and not less frequently than on a quarterly basis, and provide the required summary reports of those self-audits to the ISM on the annual anniversary date or any other date agreed to by the Parties. (p) Accommodate, as practicable, and upon reasonable prior notice by the City, the City's performance of random site security audits at the Consultant's site(s), including the site(s) of a third-party service provider(s), as applicable. The scope of these audits will extend to the Consultant's and its third-party service provider(s)' awareness of security policies and practices, systems configurations, access authentication and authorization, and incident detection and response.

DocuSign Envelope ID: 07A82D27-BC85-4369-8B88-4A88E27B07F3 Item 33
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Coren & Cone for
Property Tax Consulting
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(q) Cooperate with the City to ensure that to the extent required by applicable laws, rules and regulations, and the Confidential Information will be accessible only by the Consultant and any authorized third-party service provider's personnel. (r) Perform regular, reliable secured backups of all data needed to maximize the availability of the Services. Adequately encrypt the City of Palo Alto's data, during the operational process, hosted at rest, and the backup stage at the Vendors' environment (including Vendor's contracting organization's environment).
(s) Maintain records relating to the Services for a period of three (3) years after the expiration or earlier termination of this Agreement and in a mutually agreeable storage medium.

Within thirty (30) days after the effective date of expiration or earlier termination of this Agreement, all of those records relating to the performance of the Services shall be provided to the ISM.
(t) Maintain the Confidential Information in accordance with applicable federal, state, and local data and information privacy laws, rules, and regulations. (u) Encrypt the Confidential Information before delivering the same by electronic mail to the City and or any authorized recipient.
(v) Provide Network Layer IP filtering services to allow access only from the City of Palo Alto's IP address to the Vendor environment (primarily hosted for the City of Palo Alto). (w) Offer a robust disaster recovery and business continuity (DR-BCP) solutions to the City for the systems and services the Vendor provides to the City. (x) Provide and support Single Sign-on (SSO) and Multifactor Authentication (MFA) solutions for authentication and authorization services from the "City's environment to the Vendor's environment," and Vendor's environment to the Vendor's cloud services/hosted environment." The Vendor shall allow two employees of the City to have superuser and super-admin access to the Vendor's IT environment, and a cloud-hosted IT environment belongs to the City.
(y) Unless otherwise addressed in the Agreement, shall not hold the City liable for any direct, indirect or punitive damages whatsoever including, without limitation, damages for loss of use, data or profits, arising out of or in any way connected with the City's IT environment, including, without limitation, IT infrastructure communications. (z) The Vendor must provide evidence of valid cyber liability insurance policy per the City’s EXHIBIT “D” INSURANCE REQUIREMENTS.

DocuSign Envelope ID: 07A82D27-BC85-4369-8B88-4A88E27B07F3 Item 33
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Coren & Cone for
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Transportation
Meeting Date: June 19, 2023
Report #:2304-1357
TITLE
Approval of Professional Services Contract with Kittelson & Associates for a Not-to-Exceed Amount of $333,945 for the Bicycle and Pedestrian Transportation Plan Update. CEQA Status:

Exempt under Public Resources Code Section 21080.20.

RECOMMENDATION
Approve of Professional Services Contract (Contract C23185922) with Kittelson & Associates for a Not-to-Exceed Amount of $333,945 for the Bicycle and Pedestrian Transportation Plan Update.

BACKGROUND
The City adopted its existing Bicycle and Pedestrian Transportation Plan (BPTP) in 2012, and the document needs a comprehensive update to reflect current community needs and desires, more recent trends in cycling and bicycling technology, and to address changes in bicycle and pedestrian planning and design. The objectives of the BPTP Update are to seek robust community feedback; reevaluate implementation progress from previous plans to adjust recommendations for new policies, facilities, and programs; and to determine appropriate criteria and metrics to prioritize recommendations and network routes. The BPTP Update will also further investigate safety data to propose impactful recommendations, explore the role of emerging transportation technologies such as electric-bicycles and micro-mobility devices, and establish big-picture planning to expand bicycling and walking for all user types in support of the City’s 2030 Comprehensive Plan, the Sustainability/Climate Action Plan, a Safe Systems approach, and other planning documents and policies.

At the May 17, 2021 meeting, the City Council adopted a resolution supporting the City’s grant application for the State Transportation Development Act (TDA) Article 3 Funds for the BPTP Update project1, and on September 2021, the Metropolitan Transportation Commission (MTC) 1 See Page 2, Item 6, Action Minutes for May 17, 2021 City Council Meeting:
https://cityofpaloalto.primegov.com/Public/CompiledDocument?meetingTemplateId=3426&compileOutputType= 1 Item 34
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approved of the allocation of Transportation Development Act Article 3 (TDA3)2 funds to the
City of Palo Alto in the amount of $334,852 for the purposes of updating the Bicycle and Pedestrian Transportation Plan.

ANALYSIS
The City published the Request for Proposals (RFP) for the BPTP Update on the City’s eProcurement platform, on October 11, 2022. The City received three responsive Proposals from Alta Planning, GHD, and Kittelson & Associates.

Table 1. Summary of RFP Process
RFP Name/Number
Bicycle and Pedestrian Transportation Plan Update |
RFP No. 185922
Request for Proposals Issued October 11, 2022
Proposals Due November 15, 2022
Number of Firms Notified 1,862
Total Days to Respond to RFP 36
Number of Proposals Received 3
Public Link to Solicitation https://pbsystem.planetbids.com/portal/25569/bo/bodetail/98851 Proposals Price Range $293,168 to $333,862
An evaluation committee comprised of City Office of Transportation Planning Staff, Safe Routes to School City Staff, and a member of the City’s Pedestrian and Bicycle Advisory Committee (PABAC) carefully reviewed each firm’s qualifications and submittals in response to the criteria identified in the RFP:

1. Quality and completeness of proposal

2. Quality, performance and effectiveness of the solution, goods and/or services to be provided by the Proposer

3. Proposers experience, including the experience of staff to be assigned to the project, the engagements of similar scope and complexity

4. Cost to the city

5. Proposer’s financial condition and stability

6. Proposer’s ability to perform the work within the time specified

7. Proposer’s prior record of performance with City or other local, county, or state agency, if applicable

8. Proposer’s compliance with applicable laws, regulations, policies (including City Council policies), guidelines and other governing prior to existing contracts performed by the contractor
2 https://mtc.ca.gov/funding/regional-funding/tda-sta/bicycle-pedestrian-funds-tda-3 Item 34
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The City received three bids all under the proposed budget, and the evaluation committee identified a preferred service provider based on the best overall score from the proposal and an interview. Based on this approach, staff recommends contracting with Kittelson & Associates who provided a comprehensive approach to the scope of work, demonstrated a clear understanding of Palo Alto and its needs, proposed an innovative approach to engage the community, has extensive experience working with Bay Area communities on developing active transportation planning documents including the City of Berkeley, Dublin, and San Pablo, is under budget, and is to provide exceptional project management.

The scope of work Kittelson & Associates proposed includes the following tasks, to be completed within an 18–24-month process, beginning once the contract is executed, anticipated for July 2023:

1. Prepare Detailed Work Plan and Strategy

2. Review Existing Bicycle and Pedestrian Policy and Program Documents

3. Inventory Existing Facility Conditions

4. Community Outreach

5. Bicycle and Pedestrian Network Enhancements

6. Implementation and Funding Strategies

7. Bicycle and Pedestrian Plan Document

8. Project Management and Oversight
Community feedback regarding potential new bicycle/pedestrian rail crossings will be sought as part of this contract and will occur at the beginning of the project in the context of optimizing the City's bicycle and pedestrian networks.

POLICY IMPLICATIONS
The BPTP Update will contain specific policy, project, and program recommendations, and will aim to improve the quality of active transportation options, taking into consideration community feedback, City priorities, more recent trends in cycling and bicycling, and available funds.

FISCAL/RESOURCE IMPACT
The cost proposal submitted by Kittelson & Associates for the BPTP Update is in the amount of $333,945, including a 10 percent contingency. Sufficient funding for anticipated expenses is available in the FY 2024 Bicycle and Pedestrian Transportation Plan Implementation project (PL04010) in the Capital Improvement Fund. The City is eligible to cover the BPTP Update expenditures under TDA Article 3 and can request an allocation of up to $334,852 for this effort, and City staff anticipates that all eligible costs incurred will be reimbursed through the TDA Article 3 payment (reimbursement) process.

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STAKEHOLDER ENGAGEMENT
The City provided the public procurement process through its eProcurement platform and notified 1,862 firms to encourage participation. In addition, ten firms were contacted directly by Procurement staff to announce availability of the Request for Proposals. Of those notified, forty-three downloaded the proposal documents. This outreach garnered proposals from firms who had not previously bid in Palo Alto. In addition, stakeholders were engaged through the procurement process by including a member of the Pedestrian and Bicycle Advisory Committee on the panel to evaluate vendor proposals and interviews.

Specific to the project, Kittelson & Associates developed a structured and robust community engagement plan for the BPTP Update, dividing the community engagement into three phases:
1) Visioning; 2) Needs & Concerns; and 3) Recommended Projects and Programs. These phases will help effectively and meaningfully engage the residents and visitors of Palo Alto. The engagement activities are tailored towards the unique character of the community. At the onset of the BPTP Update effort, Kittelson & Associates will develop a community engagement plan that will explain how the project team will share information and gather input regarding the needs and issues of the public, stakeholders, and interested parties. More specifically, the BPTP Update includes the following meetings and events:
• PABAC & CSTSC Meetings
• Planning & Transportation Commission Meetings
• Rail Committee Meetings
• City Council Meetings
• Neighborhood and Focus Group Meetings
• Street Level Engagement
• Community Meetings
• Multi-Day Collaborative Work Sessions

ENVIRONMENTAL REVIEW
California Senate Bill 922 (2022) exempts active transportation plans, such as bicycle transportation plans like the BPTP Update from environmental review under the California Environmental Quality Act (CEQA).

ATTACHMENTS
Attachment A: Contract with Kittelson & Associates; Contract C23185922 APPROVED BY:

Philip Kamhi, Chief Transportation Official
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DocuSign Envelope ID: 0B1DE579-246B-43F1-A0A4-C02501A4E56D West Region Operations Leader, VP
Vice President and CFO
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EXHIBIT C-1

SCHEDULE OF RATES
CONSULTANT’s schedule of rates is as follows:

KITTELSON & ASSOCIATES, INC.

BILLING RATE SCHEDULE
Effective July 1, 2022
The current billing rates for Kittelson & Associates, Inc., staff are as follows:

Any billing rate adjustments require approval by the City.

Staff Billing Rate
Principal / Senior Principal $255 - $345
Hermanus Steyn $330
Laurence Lewis $330
Associate Engineer/Planner $220 - $250
Amanda Leahy $240
Senior Engineer/Planner $190 - $210
Michael Sahimi $205
Chris Romano $205
Mike Alston $205
Engineer/Planner $170 - $190
Grace Carsky $175
Dhawal Kataria $175
Transportation Analyst $150 - $165
Principal Data Scientist/Developer $245 - $330
Senior Data Scientist/Developer $200 - $240
Data Scientist/Developer $170 - $200
Data Analyst/Software Developer $130 - $165
Software Technician $100 - $125
Associate Technician $180 - $200
Senior Technician $160 - $180
Technician II $140 - $155
Jennifer Marks $145
Katie Ayer $145
Technician I $120 - $135
Office Support $90 - $110
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with Kittelson &
Associates; Contract
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Transportation
Meeting Date: June 19, 2023
Report #:2305-1525
TITLE
Approve and Authorize the City Manager to Execute a Grant Agreement with the Federal Highway Administration (FHWA) to Develop the Palo Alto Safe Streets for All (SS4A) Action Plan by Receiving $160,000 in Federal Funds and Requiring $40,000 in City Matching Funds over Two Years and Approve a FY 2024 Budget Amendment in the Capital Improvement Fund; CEQA status – not a project.

RECOMMENDATION
Staff recommends that Council:

1. Approve and authorize the City Manager, or their designee to execute a Funding Agreement (attached) with the Federal Highway Administration (FHWA) for the development of the City’s Safe Streets for All Streets for All action plan. The Agreement will provide up $160,000 in funding, and the City will be required to match up to $40,000 (or 20% of the actual project cost) over two years; and

2. Amend the Fiscal Year 2024 Budget Appropriation for the Capital Improvement Fund (requires a 2/3 vote) by:
a. Increasing the Transportation and Parking Improvements project (PL-12000) revenue estimate for grants by $160,000; and
b. Increasing the Transportation and Parking Improvements project (PL-12000) contracts appropriation by $160,000.

EXECUTIVE SUMMARY
This item approves and authorizes the City Manager to execute a grant agreement (Attachment A) to receive $160,000 in funding from the Federal Highway Administration to develop a Safe Streets for All (SS4A) Action Plan for Palo Alto. The City is responsible for a 20% matching portion of the total project cost ($40,000) that will be funded from the Transportation and Item 35
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Parking Improvements capital project (PL-12000). Jurisdictions with SS4A Action Plans are eligible to apply for SS4A Implementation Grants in subsequent funding cycles distributing $1 billion per year. The SS4A Action Plan will address safety for all road users in Palo Alto, particularly vulnerable road users, and will use the Safe Systems Approach endorsed by Federal Highway Administration.

BACKGROUND
The Bipartisan Infrastructure Law1 (BIL) established the new Safe Streets and Roads for All (SS4A) discretionary program with $5 billion in appropriated funds over 5 years. The SS4A program funds regional, local, and Tribal initiatives through grants to prevent roadway deaths and serious injuries. The SS4A program supports the U.S. Department of Transportation’s National Roadway Safety Strategy2 and the goal of zero roadway deaths.

The SS4A program provides funding for two types of grants:
• Planning and Demonstration Grants provide Federal funds to develop, complete, or supplement a comprehensive safety action plan. Having an Action Plan in place is the foundation of the SS4A grant program. The goal of an Action Plan is to develop a holistic, well-defined strategy to prevent roadway fatalities and serious injuries in a locality, Tribe, or region.
• Implementation Grants provide Federal funds to implement projects and strategies identified in an Action Plan to address a roadway safety problem. Projects and strategies may be infrastructure, behavioral, and/or operational activities. Applicants must have a qualifying Action Plan that meets the eligibility requirements to apply for Implementation Grants.

The Federal Notice of Funding Opportunity (NOFO) was released in May 2022, making available $1 billion for distribution. The City applied for a grant on September 15, 2022, to develop a Safety Action Plan for Palo Alto and was notified of grant award on January 31, 2023. The draft grant agreement was received from the Federal Highway Administration on May 22, 2023. The application was in alignment with FHWA’s Safe Systems Approach to road safety and Palo Alto Comprehensive Plan Policy T-6.2 to reduce fatal and severe injuries on local roadways to zero.

ANALYSIS
This grant-funded project enables the City to develop the Safe Streets for All Action Plan needed to apply for subsequent SS4A Implementation grants. Other Federal or State funding sources requiring a comprehensive road safety plan will accept the SS4A Action Plan as well, such as the State’s Highway Safety Improvement Program (HSIP). In addition, the Safety Action Plan could be used as the basis of a future Vision Zero program included in the Sustainability 1https://www.congress.gov/bill/117th-congress/housebill/3684/text#:~:text=SEC.%2024112.%20%3C%3E%20%20SAFE,135%20STAT.%20818%5D%5D 2 https://www.transportation.gov/NRSS
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and Climate Action Plan (S/CAP), because improving safety for vulnerable road users is key to reducing vehicle miles traveled (VMT) and growing green travel mode shares.

The Valley Transportation Authority compiled a Local Road Safety Plan (LRSP) for Palo Alto and other Santa Clara County cities without LRSPs3in September 2022. The SS4A grant project will utilize this plan as a basis and will add the following Federally-required elements to create a qualified Safety Action Plan:
• A target date for achieving a significant reduction of roadway fatalities and serious injuries
• Engagement and collaboration with relevant stakeholders • Equity considerations
• Policy and process changes to improve safety
• Strategy and Project Selections
• Measurement and reporting of progress over time
A list of all the required Action Plan components can be found here. 4 In addition to supporting the Comprehensive Plan Policy to reduce roadway deaths and severe injuries, this project is in alignment with the following Comprehensive Plan directives:
• Goal T-6: Provide a safe environment for motorists, pedestrians and bicyclists on Palo Alto streets.
• Policy T-1.3: Reduce GHG and pollutant emissions associated with transportation by reducing VMT and per-mile emissions through increasing transit options, supporting biking and walking, and the use of zero-emission vehicle technologies to meet City and State goals for GHG reductions by 2030.
• Policy T-6.1: Continue to make safety the first priority of citywide transportation planning. Prioritize pedestrian, bicycle and automobile safety over motor vehicle level of service at intersections and motor vehicle parking.
• Policy T-6.6: Use engineering, enforcement and educational tools to improve safety for all users on City roadways.
• Program T6.6.1: Periodically evaluate safety on roadways and at intersections and enhance conditions through the use of signal technology and physical changes. Consider the construction of traffic circles for improved intersection safety. • Policy T-6.7: Use appropriate technology to monitor and improve circulation safety throughout the City.
• Program T6.7.1: Evaluate the performance of safety improvements and identify methods to encourage alternative transportation modes.
3 https://d250c782-7e5b-4e38-b841-
e8286bb13bc5.filesusr.com/ugd/a24bce_064ca2d5319a4334a7344f512239f0d6.pdf 4 https://www.transportation.gov/sites/dot.gov/files/2022-06/SS4A_Action_Plan_Components.pdf Item 35
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Upon execution of the grant agreement (Attachment A), the City will prepare and publish a Request for Proposal (RFP) document in Fall 2023 to hire a consultant to prepare the Safety Action Plan. Staff will return to the Council in Winter 2024 for approval of the vendor contract.

Staff target initiation of the planning project by February 2024 or earlier. The City expects to complete the project within 24 months from grant agreement execution, though SS4A funds must be spent within five years of grant execution. Once the Safety Action Plan is substantially complete or in draft form, the City can begin to apply for SS4A Implementation grants. An adopted Safety Action Plan is required to receive an Implementation grant.

FISCAL/RESOURCE IMPACT
Approval for the funding agreement with FHWA requires a budget amendment to increase the Fiscal Year 2024 appropriation for the Transportation and Parking Improvements project (PL12000) by $160,000 and recognition of an increase to the revenue estimate for grants by $160,000. The remaining expense of $40,000, the City’s 20% matching contribution, will be covered by funding recommended in the FY 2024 Transportation and Parking Improvements capital project (PL-12000).

STAKEHOLDER ENGAGEMENT
As noted above, community engagement is a Federally-required element of any SS4A Safety Action Plan. This is in contrast to traditional Local Road Safety Plans that do not require robust community consultation. The City will engage the public in plan development through online surveys, interactive mapping, in-person tabling at community events and activity centers, and via the City’s communication channels. The City will leverage the Planning and Transportation Commission, the Pedestrian and Bicycle Advisory Committee, and the City/School Traffic Safety Committee, a historic partnership between City Departments, the Palo Alto School District, and the Palo Alto Parent Teacher Association Council.

ENVIRONMENTAL REVIEW
Council action on this item is not a project as defined by CEQA because the grant agreement with the Federal Highway Administration is a government funding mechanism or fiscal activity which does not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment. CEQA Guidelines section 15378(b)(4).

ATTACHMENTS
Attachment A: Grant Agreement with FHWA for Palo Alto SS4A Action Plan APPROVED BY:

Philip Kamhi, Chief Transportation Official
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1. Award No.
693JJ32340117

2. Effective Date
See No. 17 Below

3. Assistance
Listings No.

20.939

4. Award To
City of Palo Alto Office of Transportation
250 Hamilton Ave, 5th floor
Palo Alto, CA 94301
Unique Entity Id.: W1ZRG61RG5V7
TIN No.: 946000389

5. Sponsoring Office
U.S. Department of Transportation
Federal Highway Administration
Office of Safety
1200 New Jersey Avenue, SE
HSSA-1, Mail Drop E71-117
Washington, DC 20590

6. Period of Performance
Effective Date of Award through
24 months

7. Total Amount
Federal Share:

Recipient Share:

Other Federal Funds:

Other Funds:

Total:
$160,000
$ 40,000
$ 0
$ 0
$200,000

8. Type of Agreement
Grant

9. Authority
Section 24112 of the Infrastructure Investment
and Jobs Act (Pub. L. 117–58, November 15,
2021; also referred to as the “Bipartisan
Infrastructure Law” or “BIL”)

10. Procurement Request No.

HSSP230290PR

11. Federal Funds Obligated
$160,000

12. Submit Payment Requests To
See article 20.

13. Payment Office
See article 20.

14. Accounting and Appropriations Data
15X0173E50.0000.055SR10500.5592000000.41010.61006600

15. Description of Project
Through collaboration with diverse stakeholders, equity analysis, and consideration of low-cost, high-impact strategies citywide, the Palo Alto Safe Streets for All Action Plan will chart a path forward to enhance safety and mobility in Palo Alto. Palo Alto has a high proportion of vulnerable road users, with over 9% of commuters traveling by bike and over 40% of public school students biking to school.

RECIPIENT

16. Signature of Person Authorized to Sign
___________________________________
Signature Date
Name: Ed Shikada
Title: City Manager

FEDERAL HIGHWAY ADMINISTRATION

17. Signature of Agreement Officer
______________________________________
Signature Date
Name: Megan Mavis
Title: Agreement Officer
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U.S. DEPARTMENT OF TRANSPORTATION

GRANT AGREEMENT UNDER THE
FISCAL YEAR 2022 SAFE STREETS AND ROADS FOR ALL GRANT PROGRAM This agreement is between the Federal Highway Administration (the “FHWA”) and the City of Palo Alto (the “Recipient”).

This agreement reflects the selection of the Recipient to receive a Safe Streets and Roads for All (“SS4A”) Grant for the Palo Alto Safe Streets for All Action Plan.

The parties therefore agree to the following:

ARTICLE 1

GENERAL TERMS AND CONDITIONS

1.1 General Terms and Conditions.
(a) In this agreement, “General Terms and Conditions” means the content of the document titled “General Terms and Conditions Under the Fiscal Year 2022 Safe Streets and Roads for All Grant Program,” dated February 8, 2023, which is available at https://www.transportation.gov/grants/ss4a/grant-agreements. Articles 7–30 are in the General Terms and Conditions. The General Terms and Conditions are part of this agreement.
(b) The Recipient states that it has knowledge of the General Terms and Conditions.

Recipient also states that it is required to comply with all applicable Federal laws and regulations including, but not limited to, the Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (2 CFR part 200); National Environmental Policy Act (NEPA) (42 U.S.C. § 4321 et seq.); and Build America, Buy America Act (BIL, div. G §§ 70901-27).
(c) The Recipient acknowledges that the General Terms and Conditions impose obligations on the Recipient and that the Recipient’s non-compliance with the General Terms and Conditions may result in remedial action, termination of the SS4A Grant, disallowing costs incurred for the Project, requiring the Recipient to refund to the FHWA the SS4A Grant, and reporting the non-compliance in the Federal-government-wide integrity and performance system.

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ARTICLE 2

APPLICATION, PROJECT, AND AWARD

2.1 Application.

Application Title: Palo Alto Safe Streets for All Action Plan Application Date: 9/14/2022

2.2 Award Amount.

SS4A Grant Amount: $160, 000

2.3 Award Dates.

Period of Performance End Date: See Section 6 on page 1

2.4 Budget Period
Budget Period End Date: See Section 6 on page 1

2.5 Action Plan Grant or Implementation Grant Designation.

Designation: Action Plan

2.6 Federal Award Identification Number. The Federal Award Identification Number is listed on page 1, line 1.

ARTICLE 3

SUMMARY PROJECT INFORMATION

3.1 Summary of Project’s Statement of Work.

The award will be used by the City of Palo Alto to develop a comprehensive safety action plan.

3.2 Project’s Estimated Schedule.

ACTION PLAN SCHEDULE
Milestone Schedule Date
Planned Draft Action Plan Completion Date: 11/01/2024
Planned Action Plan Completion Date: 02/21/25
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Planned Action Plan Adoption Date: 04/07/2025
Planned SS4A Final Report Date: 05/30/2025

IMPLEMENTATION SCHEDULE NON-CONSTRUCTION
Milestone Schedule Date
Planned NEPA Completion Date: N/A for Action Plan
Planned Activity Completion Date: 05/30/2025

3.3 Project’s Estimated Costs.
(a) Eligible Project Costs
Eligible Project Costs
SS4A Grant Amount: $160,000
Other Federal Funds: $0
State Funds: $0
Local Funds: $40,000
In-Kind Match: $0
Other Funds: $0
Total Eligible Project Cost: $200,000
(b) Supplemental Estimated Budget
Cost Element Federal Share Non-Federal Share Total Budget Amount Direct Labor $0.00 $0.00 $0.00
Fringe Benefits $0.00 $0.00 $0.00
Travel $0.00 $0.00 $0.00
Equipment $0.00 $0.00 $0.00
Supplies $0.00 $0.00 $0.00
Contractual/Consultant $160,000.00 $40,000.00 $200,000.00 Other $0.00 $0.00 $0.00
Indirect Costs $0.00 $0.00 $0.00
Total Budget $160,000.00 $40,000.00 $200,000.00
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ARTICLE 4

RECIPIENT INFORMATION

4.1 Recipient’s Unique Entity Identifier.

W1ZRG61RG5V7

4.2 Recipient Contact(s).

Philip Kamhi, Chief Transportation Official
City of Palo Alto Office of Transportation
250 Hamilton Avenue, 5th Floor
Palo Alto, CA 94301
650-329-2136
[email protected]

4.3 Recipient Key Personnel.

Name Title or Position
Sylvia Star-Lack Transportation Planning Manager

4.4 USDOT Project Contact(s).

Darren Thacker
Safe Streets and Roads for All Program Manager
Federal Highway Administration
Office of Safety
HSSA-1, Mail Stop: E71-117
1200 New Jersey Avenue, S.E.

Washington, DC 20590
(202) 366-6409
[email protected]
and
Ashley Cucchiarelli
Agreement Officer (AO)
Federal Highway Administration
Office of Acquisition and Grants Management
HCFA-33
12300 W Dakota Ave
Lakewood, CO 80228
(720) 963-3589
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[email protected]
and
Vince Mammano
Agreement Officer’s Representative (AOR)
Division Administrator
FHWA California Division Office
650 Capitol Mall, Ste. 4-100
Sacramento, CA 95814
916-498-5015
[email protected]
and
Ivy Attah
California Division Office Point of Contact
Operations Engineer
650 Capitol Mall, Suite 4-100
Sacramento CA 95814
916-498-5860
[email protected]
Backup Calif. Div. Office POC: [email protected]
ARTICLE 5

USDOT ADMINISTRATIVE INFORMATION

5.1 Office for Subaward and Contract Authorization.

USDOT Office for Subaward and Contract Authorization: FHWA Office of Acquisition and Grants Management

SUBAWARDS AND CONTRACTS APPROVAL
Note: See 2 CFR § 200.331, Subrecipient and contractor determinations, for definitions of subrecipient (who is awarded a subaward) versus contractor (who is awarded a contract).

Note: Recipients with a procurement system deemed approved and accepted by the Government or by the AO are exempt from the requirements of this clause. See 2 CFR 200.317 through 200.327.

Note: This clause is only applicable to Action Plan Grants.

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Unless described in the application and funded in the approved award, the Recipient must obtain prior written approval from the AO for the subaward, transfer, or contracting out of any work under this award above the Simplified Acquisition Threshold. This provision does not apply to the acquisition of supplies, material, equipment, or general support services. Approval of each subaward or contract is contingent upon the Recipient’s submittal of a written fair and reasonable price determination, and approval by the AO for each proposed contractor/subrecipient. Consent to enter into subawards or contracts will be issued through written notification from the AO or a formal amendment to the Agreement.

The following subawards and contracts are currently approved under the Agreement by the AO.

This list does not include supplies, material, equipment, or general support services which are exempt from the pre-approval requirements of this clause. (Fill in at award or by amendment)

5.2 Reimbursement Requests
(a) The Recipient may request reimbursement of costs incurred in the performance of this agreement if those costs do not exceed the funds available under section 2.2 and are allowable under the applicable cost provisions of 2 C.F.R. Part 200, Subpart E. The Recipient shall not request reimbursement more frequently than monthly. (b) The Recipient shall use the DELPHI eInvoicing System to submit requests for reimbursement to the payment office. When requesting reimbursement of costs incurred or credit for cost share incurred, the Recipient shall electronically submit supporting cost detail with the SF 271 (Outlay Report and Request for Reimbursement for Construction Programs) to clearly document all costs incurred. (c) The Recipient’s supporting cost detail shall include a detailed breakout of all costs incurred, including direct labor, indirect costs, other direct costs, travel, etc., and the Recipient shall identify the Federal share and the Recipient’s share of costs. If the Recipient does not provide sufficient detail in a request for reimbursement, the AO may withhold processing that request until the Recipient provides sufficient detail. (d) The USDOT shall not reimburse costs unless the Agreement Officer’s Representative (the “AOR”) reviews and approves the costs to ensure that progress on this agreement is sufficient to substantiate payment.
(e) The USDOT may waive the requirement that the Recipient use the DELPHI eInvoicing System. The Recipient may obtain waiver request forms on the DELPHI eInvoicing website (http://www.dot.gov/cfo/delphi-einvoicing-system.html) or by contacting the AO. A Recipient who seeks a waiver shall explain why they are unable to use or access the Internet to register and enter payment requests and send a waiver request to Director of the Office of Financial Management
US Department of Transportation,
Office of Financial Management B-30, Room W93-431
1200 New Jersey Avenue SE
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Washington DC 20590-0001
or
[email protected].

If the USDOT grants the Recipient a waiver, the Recipient shall submit SF 271s directly to:

DOT/FAA
P.O. Box 268865
Oklahoma City, OK 73125-8865
Attn: Agreement Specialist
(f) The requirements set forth in these terms and conditions supersede previous financial invoicing requirements for Recipients.

ARTICLE 6

SPECIAL GRANT TERMS

6.1 SS4A funds must be expended within five years after the grant agreement is executed and DOT obligates the funds, which is the budget period end date in section 10.3 of the Terms and Conditions and section [wherever the date it is in this agreement].

6.2 The Recipient acknowledges that the Action Plan will be made publicly available, and the Recipient agrees that it will publish the final Action Plan on a publicly available website.

6.3 The Recipient demonstrates compliance with civil rights obligations and nondiscrimination laws, including Titles VI of the Civil Rights Act of 1964, the Americans with Disabilities Act (ADA), and Section 504 of the Rehabilitation Act, and accompanying regulations. Recipients of Federal transportation funding will also be required to comply fully with regulations and guidance for the ADA, Title VI of the Civil Rights Act of 1964, Section 504 of the Rehabilitation Act of 1973, and all other civil rights requirements.

6.4 There are no other special grant requirements for this award.

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ATTACHMENT A

PERFORMANCE MEASUREMENT INFORMATION
Study Area: City of Palo Alto
Baseline Measurement Date: 04/07/2025
Baseline Report Date: 05/30/2025
Table 1: Performance Measure Table
Measure Category and Description Measurement
Frequency
Equity
Percent of Funds to Underserved
Communities: Funding amount (of total
project amount) benefitting underserved
communities, as defined by USDOT
End of period of
performance
Costs
Project Costs: Quantification of the cost
of each eligible project carried out using
the grant
End of period of
performance
Lessons Learned and
Recommendations
Lessons Learned and Recommendations:

Description of lessons learned and any
recommendations relating to future
projects of strategies to prevent death and
serious injury on roads and streets.

End of period of
performance
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ATTACHMENT B

CHANGES FROM APPLICATION
INSTRUCTIONS FOR COMPLETING ATTACHMENT B: Describe all material differences between the scope, schedule, and budget described in the application and the scope, schedule, and budget described in Article 3. The purpose of this attachment B is to document the differences clearly and accurately in scope, schedule, and budget to establish the parties’ knowledge and acceptance of those differences. See section 10.1.

Scope: No differences
Schedule: Original start date: 07/05/23 Original end date: 12/31/2024 Updated start date: 10/1/2023 Updated end date: 05/30/2025 Budget: All $200,000 will be applied to contractual costs. This does not change the funding sources.

The table below provides a summary comparison of the project budget.

Fund Source
Application Section 3.3
$ % $ %
Previously Incurred Costs
(Non-Eligible Project Costs)
Federal Funds
Non-Federal Funds
Total Previously Incurred Costs
Future Eligible Project Costs
SS4AFunds
Other Federal Funds
Non-Federal Funds
Total Future Eligible Project
Costs
Total Project Costs
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ATTACHMENT C

RACIAL EQUITY AND BARRIERS TO OPPORTUNITY

1. Efforts to Improve Racial Equity and Reduce Barriers to Opportunity.

The Recipient states that rows marked with “X” in the following table are accurate:

A racial equity impact analysis has been completed for the Project. (Identify a report on that analysis or, if no report was produced, describe the analysis and its results in the supporting narrative below.)
The Recipient or a project partner has adopted an equity and inclusion program/plan or has otherwise instituted equity-focused policies related to project procurement, material sourcing, construction, inspection, hiring, or other activities designed to ensure racial equity in the overall delivery and implementation of the Project. (Identify the relevant programs, plans, or policies in the supporting narrative below.)
The Project includes physical-barrier-mitigating land bridges, caps, lids, linear parks, and multimodal mobility investments that either redress past barriers to opportunity or that proactively create new connections and opportunities for underserved communities that are underserved by transportation. (Identify the relevant investments in the supporting narrative below.) The Project includes new or improved walking, biking, and rolling access for individuals with disabilities, especially access that reverses the disproportional impacts of crashes on people of color and mitigates neighborhood bifurcation. (Identify the new or improved access in the supporting narrative below.) The Project includes new or improved freight access to underserved communities to increase access to goods and job opportunities for those underserved communities. (Identify the new or improved access in the supporting narrative below.)
The Recipient has taken other actions related to the Project to improve racial equity and reduce barriers to opportunity, as described in the supporting narrative below.

X
The Recipient has not yet taken actions related to the Project to improve racial equity and reduce barriers to opportunity but, before beginning construction of the project, will take relevant actions described in the supporting narrative below
The Recipient has not taken actions related to the Project to improve racial equity and reduce barriers to opportunity and will not take those actions under this award.

2. Supporting Narrative.

The City of Palo Alto Transportation Element includes a goal of zero severe injury and roadway fatalities. The new Local Road Safety Plan (LRSP) for Palo Alto found that for fatal and severe injury motor vehicle collisions during 2015-2019, 25% of the collisions involved bicycles, and 24% involved pedestrians. Of the total 555 bicycle- and pedestrian-involved collisions that occurred in the study period, 416 involved a bicycle.

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Ninety percent of these collisions occurred at an intersection. Community engagement was limited, and equity considerations were absent in LRSP development, highlighting the need for a robust SS4A Action Plan. The City will collaboratively enlist non-profits and diverse stakeholders to work towards more equitable safety practices. Improving roadway infrastructure will benefit the approximately 650 students from historically disadvantaged census tracts in adjacent East Palo Alto who attend school in Palo Alto.

The City will engage the public in plan development through online surveys, interactive mapping, in-person tabling at community events and activity centers, and via the City’s communication channels. The City will leverage the Planning and Transportation Commission, the Pedestrian and Bicycle Advisory Committee, and the City/School Traffic Safety Committee, a historic partnership between City Departments, the Palo Alto School District, and the Palo Alto Parent Teacher Association Council.

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Planning and Development Services
Meeting Date: June 19, 2023
Report #:2305-1531
TITLE
Approval of Contract Number C23187284 with Michael Baker International (MBI) for a Not-to Exceed Amount of $211,310 to Provide Administration and Consulting Services for the City’s Community Development Block Grant (CDBG) Program for a Term of Two-years Through June 2025. Environmental Assessment: Exempt in Accordance with CEQA Guidelines Section 15061(b)(3).

RECOMMENDATION
Staff recommends that the City Council:

Approve and authorize the City Manager or their designee to execute Contract C23187284 with Michael Baker International for a not-to exceed amount of $211,310 to provide administration and consulting services for the City’s Community Development Block Grant (CDBG) Program for a term of two-years through June 2025, with the option of a third-year renewal.

EXECUTIVE SUMMARY
On February 15, 2023, a request for formal proposals (RFP) was posted on the PlanetBids Vendor Portal for administration and consulting services for the City’s Community Development Block Grant (CDBG) Program. The solicitation period was held for 20 days, with proposals due on March 7, 2023. The City received two proposals: 1) Michael Baker International (MBI) and 2) California Consulting.

After a thorough review of the proposals, Michael Baker International was selected based on their extensive CDBG-specific experience and overall quality and responses in their proposal. MBI addressed all the requirements outlined in the RFP.

BACKGROUND
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augmented with ongoing consultant support. Michael Baker International was assisting the City prior to the departure of CDBG staff specialist, and the firm has continued to work and expanded its scope to a comprehensive program management role. With the selection of MBI, administration of the CDBG program will continue uninterrupted.

The term of the City’s current one-year contract with MBI will end June 30, 2023 and, in anticipation of this, the City released an RFP for CDBG Administration in February 2023. The RFP was for full CDBG program management for a two-year term with the option to renew for a third year.

The Planning and Development Services Department does not have the experienced staffing resources needed to fully manage the CDBG program. The CDBG program regulations and requirements are complex and require a thorough understanding of federal regulations, program guidelines, and reporting requirements. The consultant administering the program should be able to ensure compliance with these requirements, manage the grant budget, and monitor the progress of the funded projects. In addition, the consultant is expected to have knowledge of best practices in community development, including affordable housing development, economic development, and infrastructure improvements. Overall, administering the CDBG program requires a combination of technical expertise and knowledge of community development principles.

CDBG Program Summary
The CDBG program is a federal program that provides funding to local and state governments for community development activities. The program was created by the Housing and Community Development Act of 1974 and is administered by the Department of Housing and Urban Development (HUD). The primary objective of the CDBG program is to provide affordable housing, improve living conditions, and create economic opportunities for low- and moderateincome households. The program provides grants to eligible communities to support a wide range of activities, including infrastructure development, public facilities and services, and job creation.

For more information about the City’s CDBG program and activities, please visit:
www.cityofpaloalto.org/cdbg.

ANALYSIS
The City needs consultant services to provide CDBG program administration assistance to maintain and carry forward the program. Currently, the City does not have the appropriate staffing resources to fulfill this role successfully. Approval of this contract will provide the City with continuity of services for up to three years. During this fiscal year, the City engaged in preliminary discussions to potentially transition the CDBG program administration to Santa Clara County. In FY 2024, staff will continue to explore this option, and if it presents as a viable path forward, staff will return to City Council for discussion.

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PROCUREMENT PROCESS
A RFP for the project was posted on the PlanetBids, the City’s eProcurement platform, and 1,250 vendors were notified. The solicitation period was for 20 days and closed on March 7, 2023. Staff received two proposals for evaluation.

Table 1: Summary of Request for Proposal
Proposal Description RFP 187284 CDBG Program Administration Proposed Length of Project 2 Years, option for an additional year Number of Vendors Notified 1,250
Number of Proposal Packages Downloaded 43
Total Days to Respond to Proposal 43
Pre-Proposal Meeting No
Pre-Proposal Meeting Date NA
Number of Proposals Received 2
Proposal Price Range $6,100 - 211,310
Public Link to Solicitation https://pbsystem.planetbids.com/hub/bm/bmdetail/101884 In the consultant selection process, a heavy emphasis was placed on expertise with CDBG program administration as well as a breath of services. As noted above, the City relies on this consultant to handle the complex federal regulations and requirements, program guidelines, and reporting requirements to ensure compliance with annual funding allocations and grants. MBI’s proposal met the evaluation criteria identified in the RFP and was identified as the best candidate for assisting the City based on the criteria for experience with CDBG procedures and technical expertise with CDBG program administration. Although the second proposal was significantly lower in cost, it did not adequately address the specific needs outlined in RFP requirements, nor did it demonstrate sufficient experience and knowledge in CDBG administration. Due to its complexity, the program requires a depth of understanding and experience to successfully adhere to the federal regulations and guidelines. Failure to meet strict requirements could result in the City refunding the federal government using General Fund. MBI has established experience with CDBG administration and submitted a comprehensive proposal that fully addressed service requirements.

For additional details on the services to be provided by MBI, please see Attachment A.

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FISCAL/RESOURCE IMPACT
There are no anticipated impacts to the City’s general fund with the approval of this contract.

The administration of the CDBG program has historically been funded by the CDBG entitlement grant. The contract with MBI will continue to be funded by the CDBG federal funding.

Staff will include funding for the second year and possibly the third year in the respective future year’s budget.

ENVIRONMENTAL REVIEW
The approval of an agreement for administrative and consulting services is not an action subject to environmental review under the California Environmental Quality Act.

ATTACHMENTS
Attachment A: Contract with Michael Baker International, C23187284 APPROVED BY:

Jonathan Lait, Planning and Development Services Director Item 36
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City Council
Staff Report
From: City Manager
Report Type: CONSENT ITEM
Lead Department: Administrative Services
Meeting Date: June 19, 2023
Report #:2305-1568
TITLE
Approval of Amendment No. 1 to the Lease Agreement between the Palo Alto Unified School District (PAUSD) (Landlord) and the City of Palo Alto (Tenant) for Extended Day Care Spaces for an Initial 12-Month Term, Rent Not to Exceed $707,676 per Year; CEQA Status – Not a Project

RECOMMENDATION
Staff recommends that the City Council authorize the City Manager or their designee to execute the Amendment No. 1 to the Lease Agreement between the Palo Alto Unified School District (PAUSD) and the City of Palo Alto (City) for Extended Day Care premises. Amendment No. 1 renews the term of the lease for an additional 12 months ending June 30, 2024 at the same base annual rent of $707,676 and may be renewed for three additional one-year terms upon mutual written agreement.

BACKGROUND
On June 20, 2022, the City Council approved a lease for elementary school sites from PAUSD to sublease to providers of afterschool care (CMR: 144561). The current lease is scheduled to expire on June 30, 2023. An amendment for the Extended Day Care sites has been negotiated to renew the term for one year and provide options to renew for three additional one-year terms, not to exceed 5 total years, upon the mutual written agreement of the parties.

The agreement with PAUSD to provide space for extended day care at elementary school sites began in 1989 as a component of the parties’ lease agreement that also included a lease on the former 35-acre Cubberley High School site and a Covenant Not to Develop five neighborhood elementary school sites. The current agreement was amended several times before the current standalone agreement for the 12 extended day care sites was executed on July 1, 2022. The 1 06/20/2022 City Council, Approval of Lease Agreement between Palo Alto Unified School District (Landlord) and City of Palo Alto (Tenant) for Extended Day Care Sites for 12 months, Rent Not to Exceed $707,676 per Year https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/agendas-minutes/city-councilagendas-minutes/2022/20220620/20220620pccsm-amended-final-final.pdf Item 37
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current agreement is scheduled to expire on June 30, 2023 and the parties desire to extend the terms of the agreement to continue City-operated extended day childcare services provided by Palo Alto Community Child Care (PACCC)2 and Kid’s Choice3.

ANALYSIS
Staff has negotiated an amendment to the lease agreement with PAUSD for the Extended Day Care Sites under the same general terms as the current agreement (Attachment A). PAUSD is accepting an amendment to allow for one-year extensions currently to align with their operating agreements with the childcare providers. The amendment extends the expiration date to June 30, 2024 and provides the option for three additional one-year extensions, up to June 30, 2027, exercisable upon ninety (90) day notice from either party and mutual agreement. All other the terms of the lease remain the same. The base rent will remain $58,973 per month per site for an annual total rent of $707,676. The City will continue to be responsible for minor maintenance and utilities, estimated at approximately $4,000 per month per site for an approximate annual total of $48,000. Otherwise, the terms remain the same.

TIMELINE
The lease agreement went to PAUSD’s Board on June 6, 2023 for an initial discussion and will be presented again on June 20, 2023 for action. If approved, the amendment will commence on July 1, 2023. After the amendment is fully executed, staff will extend the City’s sublease to PACCC and Kid’s Choice for the 2023 – 2024 school year, which does not require Council approval.

FISCAL/RESOURCE IMPACT
The base rent for the new Extended Day Care lease will remain at $58,973 per month or $707,676 per year. The current base rent collected from PACCC and Kid’s Choice for the Extended Day Care Sites total $7,380.17 per month or $88,562.04 per year, with a 3% increase annually. There are sufficient funds in the FY 2024 Proposed Operating Budget to support the recommendations in this report. Funding is subject to City Council approval through the annual budget process.

POLICY IMPLICATIONS
Continuing to lease the Extended Day Care Sites from PAUSD is consistent with policies and programs in the Comprehensive Plan promoting City-PAUSD collaboration and the effective provision of community services.

STAKEHOLDER ENGAGEMENT
The City and PAUSD collaborated on development of the new amendment to provide options to extend the existing agreement in one (1) year terms through 2027. 2 Palo Alto Community Child Care (PACCC); https://paccc.org/ 3 Kids Choice After School Program; https://kidschoiceafterschoolcare.org/ Item 37
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ENVIRONMENTAL REVIEW
This activity is not a project under California Environmental Quality Act (CEQA) as defined in CEQA Guidelines, section 15378(b)(5), because it has no potential for resulting in either a direct or reasonably foreseeable indirect physical change in the environment.

ATTACHMENTS
Attachment A: Amendment No. 1 to Extended Day Care Lease with City of Palo Alto and PAUSD APPROVED BY:

Kiely Nose, Assistant City Manager
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Amendment No. 1 to
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PAUSD
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PAUSD
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PAUSD
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Community Services
Meeting Date: June 19, 2023
Report #:2305-1588
TITLE
Approval of a Professional Services Agreement (Contract No. C23184669A) with LifeMoves for the provision of Homeless Outreach Services in an Amount Not to Exceed of $460,000 for a term of two years; CEQA status – not a project.

RECOMMENDATION
Staff recommends that the City Council approve and authorize the City Manager or their designee to execute Contract No. C23184669A (Attachment A) with LifeMoves to provide outreach services to the unhoused for a term of two years and a total amount not-to-exceed $460,000.

EXECUTIVE SUMMARY
If approved, the scope of services in this contract provides for outreach services to unhoused individuals for a two-year period. Services will include regular street outreach to locate and engage with unhoused individuals where they are in the Palo Alto area, to build trust, increase awareness of services and resources, improve neighbor relations, act as a resource to local businesses and, when feasible, connect them with support services including shelter, housing, government benefits, mental health, substance abuse treatment, or employment training among other needs. A small portion of the outreach team’s time will be spent on Stanford University land as part of a revenue agreement between Stanford and the City.

This contract is considered a pilot. At the end of the contract term and upon review of the service outcomes and available funding, it will be determined whether and how future homeless outreach services will be provided by the City.

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BACKGROUND
The need for outreach services to the unhoused was first brought to the Council on April 5, 2021, as part of study session on Services to the Unhoused in Palo Alto1 at which Council was asked to consider four areas of support for the unhoused, including “Outreach/Street Outreach Case Workers for Unhoused and Mental Health Support”. At that time staff explained that building trust with unhoused individuals to help them to address their needs is most effective with the help of a consistent outreach case worker. A City funded outreach case worker could provide services to other vulnerable populations regularly using public spaces such as parks, libraries, and community centers, Staff also shared that the City does not have any organization under contract specifically to perform this function.

This concept was reintroduced on August 30, 2021, during a Council discussion on “Direction on Strategies Related to Services for Unhoused Palo Alto Residents, Including Potential Emergency Shelter, and Adoption of a Resolution Endorsing the Santa Clara County Community Plan to End Homelessness 2020-25”2. At that time, Council directed staff to “Return with a proposal for an outreach team to the unhoused, which will include case management resources, additional Police resources, and program coordination staff. Funding in the amount of $100,000 was approved on October 25, 2021, as a budget amendment as part of a discussion on the “Preliminary Q1 FY 2022 Financial Status to the FY 2022”3.

ANALYSIS
The City issued a Request for Proposal (RFP) for Homeless Outreach Services on the city’s eProcurement platform, on May 19, 2022. The City received one response which was reviewed and deemed non-responsive. Feedback received from other organizations was that the funding available was not sufficient to safely and adequately provide the services listed in the scope of services. The scope was reassessed, and additional funding became identified by means of the Permanent Local Housing Allocation (PLHA) Entitlement Funding (a state funding source administered by the State of California Department of Housing and Community Development (HCD) to local jurisdictions)4. The city received the PLHA award letter from HCD on December 20, 1 City Council, April 5, 2021, Agenda Item #2, SR #12133; https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/reports/city-manager-reportscmrs/year-archive/2021/id-12133.pdf 2 City Council, August 30, 2021, Agenda Item #8, SR #13521; https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/agendas-minutes/city-councilagendas-minutes/2021/08-august/20210830/20210830pccsm-amended-for-print-linked.pdf 3 City Council, October 25, 2021, Action Minutes, Action Item #5; https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/agendas-minutes/city-councilagendas-minutes/2021/10-october/20211025/20211025amccs.pdf 4 City Council, October 24, 2022, Agenda Item #5; SR #14715 https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/agendas-minutes/city-councilagendas-minutes/2022/20221024/20221024pccsm-amended.pdf Item 38
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2022, and is still awaiting the HCD Standard Agreement for PLHA funding for signatures which will enable a request for the disbursement of the funds5.

An updated RFP was released with an increased budget, see Table 1 below for details.

Table 1. Summary of RFP Process
RFP Name/Number Homeless Outreach Services RFP 184669A
Request for Proposal 11/10/22
Proposal Due 12/15/22
Total Days to Respond to RFP 34
Number of Proposals Received 3
Public Link to Solicitation https://pbsystem.planetbids.com/portal/25 569/bo/bo-detail/99724
Proposal Price Range $218,730 - $230,000 per fiscal year An evaluation committee comprised of staff from the City’s Office of Human Services, City Manager’s Office and a representative from Stanford University’s Office of Community Engagement carefully reviewed each firm’s qualifications and submittals in response to the criteria identified in the RFP:

1. Quality and completeness of proposal;

2. Quality, performance and effectiveness of the solution, goods and/or services to be provided by the Proposer;

3. Proposers experience, including the experience of staff to be assigned to the project, the engagements of similar scope and complexity;

4. Cost to the city;

5. Proposer’s financial condition and stability;

6. Proposer’s ability to perform the work within the time specified;

7. Proposer’s prior record of performance with City or other local, county or state agency;

8. Proposer’s compliance with applicable laws, regulations, policies (including City Council policies), guidelines and orders governing prior or existing contracts performed by the contractor.
5 Permanent Local Housing Allocation program (PLHA) Award letter to Palo Alto from California Department of Housing and Community Development Department – December 20, 2022; https://www.cityofpaloalto.org/files/assets/public/community-services/human-services/plha-award-letter-topalo-alto-from-california-department-of-housing-and-community-development-department.pdf Item 38
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Proposals were received from three organizations: Move Mtn. View, LifeMoves and Peninsula HealthCare Connections. The evaluation committee reviewed each proposers’ responses to the services requested in the scope of services and a series of additional questions that sought to assess the proposers’ approach to outreach, reducing homelessness, cultural competency, and measurement tools to assess success towards reaching proposed contract goals.

The evaluation committee selected LiveMoves as the firm best qualified to provide services requested by the City. They provided a comprehensive approach to the scope of work, demonstrated a clear understanding of Palo Alto and its needs, and have extensive experience working with providing Homeless Outreach Services in several cities in the Bay Area.

Services to be provided include regular street outreach to locate and engage with unhoused individuals where they find themselves in the Palo Alto area, in order to build trust, increase awareness of services and resources, improve neighbor relations, act as a resource to local businesses and, when feasible, connect them with support services including shelter, housing, government benefits, mental health, substance abuse treatment, or employment training among other needs. For the specific program objectives, tasks and outcomes measures as part of this contract, see full scope of services in the contract (Attachment A).

This program differs from the Downtown Streets Team employment services program which is also on the City Council agenda for adoption on June 19, 2023. The employment services program, proposed to be provided by Downtown Streets Team, is intended to provide job readiness to homeless and or extremely low-income individuals in the Palo Alto community.

Both programs are part of the City’s ecosystem to support homeless and or extremely lowincome individuals in Palo Alto.

FISCAL/RESOURCE IMPACT
Funding for this contract is available through a combination of funding sources. The primary funding source will be the Permanent Local Housing Allocation (PLHA) entitlement funding that is expected to be distributed. Additional funding support will be from a contract with Stanford University for services ($25,000) and the City’s General Fund ($100,000). Below is the breakdown by year, the budget amendments to recognize the PLHA and Stanford University revenues and fund this contract are included in the FY 2024 Budget for Council consideration and adoption on June 19th, 2023:
- Year 1 $230,000: $116,000 PLHA entitlement (reflect entitlement year 2019), $25,000 Stanford University, and remaining costs to be covered by the City’s General Fund Community Services Department (appropriation for homeless outreach services) Item 38
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- Year 2 $230,000: $209,000 PLHA entitlement (reflect entitlement year 2020 and 2021), $21,000 Stanford University
As a two-year pilot contract, funding beyond these years if continuation of services is desired would need to be identified. This would be an eligible expense for the new Business Tax receipts for affordable housing and unhoused services or future PLHA entitlement funding in the future.

STAKEHOLDER ENGAGEMENT
Services to unhoused community members, including the concept of homeless outreach services, was discussed at Council Meeting on April 5, 2021, and August 30, 2021, and the public was able to give input during oral communications. The concept was also discussed during a meeting of the Palo Alto Homeless Services Providers Committee on April 8, 2021.

ENVIRONMENTAL REVIEW
Approval of this contract is not a project under the California Environmental Quality Act (CEQA) per CEQA Guidelines 15061(b)(3).

ATTACHMENTS
Attachment A –C23184669A Homeless Outreach Agreement - LifeMoves APPROVED BY:

Kristen O'Kane, Community Services Director
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CITY OF PALO ALTO CONTRACT NO. C23184669A

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF PALO ALTO AND LIFEMOVES
This Agreement is entered into as of the 19th day of June , 2023 , by and between the CITY OF PALO ALTO, a California chartered municipal corporation LIVEMOVES, a California Non-Profit Corporation, located at 181 Constitution Drive, Menlo Park, CA 94025 ( CONSULTANT ).

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

RECITALS
A. CITY intends to provide outreach services to unhoused individuals (the to engage a consultant to provision of a range of services to meet and engage unhoused individuals where they are, including outreach services, welfare checks, case management, service coordination, shelter access and housing navigation services in connection with the Project (the , 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, . 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 June 30, 2025 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.

SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, . 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 to extend the term or the schedule for performance shall not preclude recovery of damages for delay if Item 38
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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 any reimbursable expenses specified therein, and
the maximum total compensation shall not exceed Four Hundred Sixty Thousand Dollars ($460,000.00). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled SCHEDULE OF Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.

SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the Services performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of invoices shall be subject to verification by CITY.

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

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

SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT 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 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 Services requested by CITY under this Agreement. CONSULTANT and any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT will be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, unemployment compensation, insurance, and other similar responsibilities re 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 provision of the Services only, and not as to the means by which such a result is obtained.

SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transf
hereunder without the prior written approval of the City Manager. Any purported assignment made without the prior written approval of the City Manager will be void and without effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the parties.

SECTION 12. SUBCONTRACTING.

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.

SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Katherine Finnigan, [email protected] the 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 CONSULTA roject Manager or any other key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement Project Manager.

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 Project Manager is Minka Van Der Zwaag, Community Services Department, Office of Human Services Division, 250 Hamilton Avenue, Palo Alto, CA, 94301, Telephone: (650) 463-4953.

Project M
execution of the Services. CITY may designate an alternate Project Manager from time to time.

SECTION 14. OWNERSHIP OF MATERIALS. All work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, Item 38
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models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services.

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

SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney resulting from,
arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party.

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

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

SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 29.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.

SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, . CONSULTANT and its contractors, if any, shall obtain
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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 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 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 CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the Chief Procurement Officer during the entire term of this Agreement.

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

SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.

19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving Sixty (60) days prior written notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided under this Agreement or at law, the City Manager may terminate this Agreement sooner upon written notice of termination. Upon receipt of any notice of suspension or termination, CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination.

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

19.3. In event of suspension or termination, CONSULTANT will be paid for the Services rendered and work products delivered to CITY in accordance with the Scope of Services up to the effective date in the notice of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to Services provided in material
conformity with this Agreement as such determination is made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or Item 38
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termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25, 27, 28, 29 and 30.

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

SECTION 20. NOTICES.

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

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

With a copy to the Purchasing Manager
To CONSULTANT: Attention of the Project Manager at the address of CONSULTANT recited on the first page of this Agreement.

CONSULTANT shall provide written notice to CITY of any change of address.

SECTION 21. CONFLICT OF INTEREST.

21.1. In executing this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services.

21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subcontractors or other persons or parties having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the 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
Regulations of the Fair Political Practices Commission, CONSULTANT will file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time.

SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.

22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person.

CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to Item 38
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nondiscrimination in employment.

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

SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CI Environmentally Preferred Purchasing policies which are available at CITY 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 Program. Zero Waste best practices include, first, minimizing and reducing waste; second, reusing waste; and, third, recycling or composting waste. In particular, CONSULTANT shall comply with the following Zero Waste requirements:
(a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY
by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable-based inks.
(b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY
Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department ffice.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed.

SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE.

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

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

SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS Item 38
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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).
. For
purposes of this Section 27
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 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 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 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. limit Section 1798 et
seq., as amended from time to time) and materials, in any form or media, tangible or intangible, provided or otherwise made available to CONSULTANT by CITY, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a breach of this Agreement; (ii) was rightfully in Information; (iii) is rightfully obtained by CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of CONSULTANT without any use of or access to the Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an authorized representative of CITY.

28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that CONSULTANT will notify CITY in writing of such order immediately upon receipt and Item 38
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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 parties.

29.4. This Agreement, including all exhibits, constitutes the entire and integrated agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations, statements and undertakings, either oral or written.

This Agreement may be amended only by a written instrument, which is signed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code, as amended from time to time.

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

29.6. In the event of a conflict between the terms of this Agreement and the exhibits hereto (per Section 30)
event of a conflict between the exhibits (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 Item 38
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reference only and are not intended to define or limit the scope of any provision of this Agreement.

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

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

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

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

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CONTRACT NO. C23184669A 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

CONSULTANT

LIFEMOVES
Officer 1
By:__________________________________
Name:_______________________________
Title:________________________________
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EXHIBIT A

SCOPE OF SERVICES
Through the City of Palo Alto Homeless Outreach Services program, the City seeks to support, expand, and and innovative strategies to effectively engage with unsheltered individuals in Palo Alto.

The Palo Alto Homeless Outreach Services team will be staffed by two full-time outreach workers who are dedicated to this program. The outreach workers will be engaging with unsheltered Palo Alto residents 40 hours per week, with a regular work schedule to be determined after assessing the optimal window of time to meet with those unhoused local residents. LifeMoves will provide additional staff support should a member of the Palo Alto Homeless Outreach Services team be absent for a significant length of time. A Homeless Outreach Team (HOT) director will supervise the outreach workers and coordinate outreach efforts in Palo Alto.

Scope of Work/Tasks
Consultant will:

Provide Supervision:

Assign a HOT director (0.1 FTE) to ensure the delivery of high-quality services and provide oversight for the two outreach workers assigned to this program.

Provide Outreach Services:

Hire or assign at least two (2.0 FTE) outreach workers to the Palo Alto Homeless Outreach Team (PA HOT).

At least one outreach worker will be bilingual, with an ability to speak Spanish and English.

For those who are unsheltered, LifeMoves outreach workers will:

Provide customized outreach and engagement services in the field, building upon current best practices and protocols used by the LifeMoves HOT program within the County of San Mateo and other LifeMoves outreach programs;
o Proactively seek out and develop relationships through repeated contacts with unhoused individuals throughout the community, while maintaining a regular presence within the community. The outreach workers will seek to engage with local, unsheltered individuals living on the streets, in areas not meant for human habitation or in vehicles (personal and recreational vehicles).
o Frequent locations that include Palo Alto retail settings, public transportation hubs, civic facilities, public parking garages and lots, isolated spaces, parks and spaces open to the public for recreation and reflection, areas where vehicularly housed individuals gather, and other locales that are not meant for human habitation. Outreach is conducted primarily in the field where clients live and spend time;
o Connect individuals to healthcare, transportation services, or services addressing other basic needs;
o Offer supplies or other items to assist clients with basic needs and build trust; o Connect individuals to the Coordinated Assessment System (CAS) and assist them in completing VISPDAT assessments, as needed; Item 38
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o Seamlessly transfer clients requesting case management and housing assistance to colleagues at LifeMoves programs or sites, including the Opportunity Services Center, or other local agencies, and;
o Execute additional outreach and assistance during inclement weather and other emergencies.

For concerned residents, local partners, and the retail community, LifeMoves outreach workers will:

Offer timely response and technical expertise to support public safety for all community members, including service and medical providers, law enforcement, City or County officials, stakeholders, or other community members;
o Provide rapid acknowledgement to requests for contact and support to unsheltered homeless individuals or households in Palo Alto. Staff will respond within one business day, Monday Friday; o Locate and support individuals who are on a - list for the City of Palo Alto, or who are the subject of rapid response inquiries in the City;
o Offer intervention techniques to community stakeholders on best practices for interacting with unhoused individuals in crisis;
o Build rapport and develop positive relationships with business owners, local partners, law enforcement, residents living near to locations where unsheltered individuals congregate or spend significant time, and civic collaborators (including representatives of Stanford University) concerned about homelessness in the community;
o Establish a trusted presence as a LifeMoves ambassador within Palo Alto, including wearing LifeMoves-branded attire and associated credentials;
o Participate in regular accountability meetings, forge additional connections with other stakeholders, and share trends and lessons learned in the community, and; o Proactively identify and connect with unhoused Palo Alto residents with the goal of moving them to stable housing.

Reporting Requisites and Deliverables:

Maintain a comprehensive log of outreach activities and contacts, including types of interactions, locations, identified needs/issues, and services, connections, and resources provided Collect and document data as required and assist in compiling statistical data in Housing Management Informational Systems (HMIS) and the client data base
Submit detailed outreach reports to the City. Specific items to be tracked will be determined between the City and Provider
o LifeMoves (Provider) will provide a quarterly activity report to demonstrate progress toward meeting Scope of Program Services within 15 days of agreed upon deadlines (dates to be determined once contract established). Each report will include information from the previous three months as well as other requested information from the City of Palo Alto. o The final report will focus on the preceding six months, but also provide data on contracted services for the entire contract period. Reports will be prepared in the format agreed upon by the City and LifeMoves (Provider).
o Meet at least quarterly with the contract manager to review outreach reports and service provisions
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Outreach Agreement -
LifeMoves
Item 38: Staff Report Pg. 18 Packet Pg. 634 of 911
Professional Services
Rev. Dec.15, 2020