CITY COUNCIL
Special Meeting
Monday, November 27, 2023
Council Chambers & Hybrid
5:30 PM
Palo Alto City Council meetings will be held as “hybrid” meetings with the option to attend by teleconference or in person. To maximize public safety while still maintaining transparency and public access, members of the public can choose to participate from home or attend in person.
Information on how the public may observe and participate in the meeting is located at the end of the agenda. Masks are strongly encouraged if attending in person. The meeting will be broadcast on Cable TV Channel 26, live on YouTube https://www.youtube.com/c/cityofpaloalto, and streamed to Midpen Media Center https://midpenmedia.org.
VIRTUAL PARTICIPATION CLICK HERE TO JOIN (https://cityofpaloalto.zoom.us/j/362027238) Meeting ID: 362 027 238 Phone:1(669)900‐6833
PUBLIC COMMENTS
Public comments will be accepted both in person and via Zoom for up to three minutes or an amount of time determined by the Chair. All requests to speak will be taken until 5 minutes after the staff’s presentation. Written public comments can be submitted in advance to [email protected] and will be provided to the Council and available for inspection on the City’s website. Please clearly indicate which agenda item you are referencing in your subject line.
PowerPoints, videos, or other media to be presented during public comment are accepted only by email to [email protected] at least 24 hours prior to the meeting. Once received, the Clerk will have them shared at public comment for the specified item. To uphold strong cybersecurity management practices, USB’s or other physical electronic storage devices are not accepted.
TIME ESTIMATES
Listed times are estimates only and are subject to change at any time, including while the meeting is in progress. The Council reserves the right to use more or less time on any item, to change the order of items and/or to continue items to another meeting. Particular items may be heard before or after the time estimated on the agenda. This may occur in order to best manage the time at a meeting or to adapt to the participation of the public.
CALL TO ORDER
This meeting will be called to order in honor of National Native American Heritage Month.
SPECIAL ORDERS OF THE DAY (5:30 ‐ 5:50 PM)
1. Presentation on 2023 Palo Alto Community Health Fair Gratitude & Better Health
2. Proclamation Honoring iSing’s Performance at the 2023 World Choir Games CLOSED SESSION (5:50 ‐ 6:50 PM)
3. CONFERENCE WITH LABOR NEGOTIATORS
Authority: Cal. Gov. Code section 54957.6;
Agency representative: Jeremy Dennis, MRG;
Unrepresented Employees: City Manager and City Attorney AGENDA CHANGES, ADDITIONS AND DELETIONS
PUBLIC COMMENT (6:50 ‐ 7:05 PM)
Members of the public may speak to any item NOT on the agenda. Council reserves the right to limit the duration of Oral Communications period to 30 minutes.
COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (7:05 ‐ 7:10 PM) Members of the public may not speak to the item(s).
CONSENT CALENDAR (7:10 ‐ 7:15 PM)
Items will be voted in one motion unless removed from the calendar by three Council Members.
4. Approval of Minutes from November 6, 2023 Meeting
5. Approval of Professional Services Contract Number C24185875 With Woodard & Curran in an Amount Not to Exceed $498,866 for the Sewer Master Plan Study Services for a Period of two Years
6. Adoption of a Resolution Approving a Consent and Direct Agreement With HA RNG 1 Lender LLC and Ameresco Half Moon Bay LLC Consenting to Ameresco Half Moon Bay LLC’s Assignment of its Rights in its 2005 Power Purchase Agreement With the City to HA RNG 1 Lender LLC , and Authorizing the City Manager or Designee to Execute any Documents Necessary to Administer Six Renewable Energy Power Purchase Agreements Approved From 2004‐2010 in a Manner Consistent with the City Council‘s Prior Funding Authorization, the Palo Alto Municipal Code and City Council Approved Policies. CEQA Status – Not a Project under Public Resources Code 21065
7. Approval of Budget Amendments in the Residential Housing In‐Lieu Fund and the General Fund to Reflect Prior City Council Funding Commitments for the Development of 525 East Charleston Road/Mitchell Park Place and Authorization of 525 East Charleston Road/Mitchell Park Place Loan Preparation and Execution
8. Approval of Amendment No. 5 to Contract No. C12142825 with NV5, Inc. to add $295,083, increasing the not‐to‐exceed amount to $2,176,406, for Right‐of‐Way Appraisal and Acquisition Support for the Newell Road/San Francisquito Creek Bridge Replacement Project, Capital Improvement Program Project PE‐12011. CEQA:
Environmental Impact Report for Newell Road/San Francisquito Creek Bridge (Resolution No.9889).
9. Approval of a License Agreement with Equinix, LLC for a Three‐Year Term in an Amount Not‐to‐Exceed $536,528, and Authorization of a Contingency Amount Not‐To‐Exceed $106,900 for Related, Additional but Unforeseen Services Which may Develop During the Project; CEQA Status ‐ Not a Project
10. Approval of Amendment Number 2 of Six Development Services On‐Call Consulting Contracts to Increase the Not‐to‐Exceed amount by $3.40 million for a Total Not to Exceed $9.75 Million Through December 2024 to Provide Expertise for Plan Review and Inspection Services With all Work Subject to Assigned Task Order and Availability of Funds; Environmental Assessment: Exempt in Accordance with CEQA Guidelines Section 15061(b)(3).
11. Approval of Two Sublease Agreements with Palo Alto Community Child Care and Kids Choice for an Initial 12‐Month Term
12. Approval of Purchase Orders with WESCO (Representative of EATON/COOPER) and Anixter (Representative of S&C) to Purchase Dielectric Switches for Electric Grid Modernization in an Annual amount of $2,000,000 for Five Years for a Total‐Not‐to‐ Exceed Amount of $10,000,000
13. SECOND READING: Adoption of an Ordinance Amending the Stanford University Medical Center (SUMC) Development Agreement Adjusting the Timeline for Achieving the SUMC Alternative Mode Share Targets. Zoning District: HD (Hospital District). Environmental Review: Project is Consistent with the 2011 Certified Environmental Impact Report (EIR) for the SUMC Facilities Renewal and Replacement Project. (FIRST READING: October 23, 2023 PASSED 4‐2‐1, Lythcott‐Haims and Tanaka No, Veenker Recused)
14. SECOND READING: Interim Ordinance Temporarily Continuing Expansion of Outdoor Dining Retail and Other Activities until December 31, 2024 (FIRST READING: November 7, 2023 PASSED 5‐2, Kou, Veenker no)
15. SECOND READING: Adoption of an Ordinance Renewing the Police Department's Military Equipment Use Policy Under AB 481 (FIRST READING: November 13, 2023 PASSED 7‐0)
CITY MANAGER COMMENTS (7:15 ‐ 7:30 PM)
BREAK (5‐10 MINUTES)
ACTION ITEMS (Item 16: 7:40 ‐ 9:10 PM, Item 17: 9:10 ‐ 10:10 PM) Include: Report of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Report of Officials, Unfinished Business and Council Matters.
16. PUBLIC HEARING: Adoption of an Ordinance Amending the Palo Alto Municipal Code to Add Chapter 9.65 and Amend Chapter 9.72 to Establish a Mandatory Registry Program of Residential Rental Units in the City of Palo Alto; Provide Direction to Staff on the Rental Registry Program Implementation. CEQA Status – Exempt under CEQA Guidelines Section 15061(b)(3).
17. Policy and Services Committee Recommendations for Changes to the City Council Procedures and Protocols Handbook based on Prior City Council Referrals
ADJOURNMENT
INFORMATION REPORTS
Information reports are provided for informational purposes only to the Council and the public but are not listed for action during this meeting’s agenda.
18. Safe Streets for All (SS4A) Action Plan & Safe System Approach Introduction OTHER INFORMATION
Standing Committee Meetings this week
Finance Committee November 28, 2023
Public Comment Letters
Schedule of Meetings
PUBLIC COMMENT INSTRUCTIONS
Members of the Public may provide public comments to teleconference meetings via email, teleconference, or by phone.
1. Written public comments may be submitted by email to [email protected].
2. For in person public comments please complete a speaker request card located on the table at the entrance to the Council Chambers and deliver it to the Clerk prior to discussion of the item.
3. Spoken public comments using a computer or smart phone will be accepted through the teleconference meeting. To address the Council, click on the link below to access a Zoom‐based meeting. Please read the following instructions carefully.
You may download the Zoom client or connect to the meeting in‐ browser. If using your browser, make sure you are using a current, up‐to‐date browser: Chrome 30 , Firefox 27 , Microsoft Edge 12 , Safari 7 . Certain functionality may be disabled in older browsers including Internet Explorer. Or download the Zoom application onto your smart phone from the Apple App Store or Google Play Store and enter in the Meeting ID below.
You may be asked to enter an email address and name. We request that you identify yourself by name as this will be visible online and will be used to notify you that it is your turn to speak.
When you wish to speak on an Agenda Item, click on “raise hand.” The Clerk will activate and unmute speakers in turn. Speakers will be notified shortly before they are called to speak.
When called, please limit your remarks to the time limit allotted. A timer will be shown on the computer to help keep track of your comments.
4. Spoken public comments using a phone use the telephone number listed below. When you wish to speak on an agenda item hit *9 on your phone so we know that you wish to speak. You will be asked to provide your first and last name before addressing the Council. You will be advised how long you have to speak. When called please limit your remarks to the agenda item and time limit allotted.
CLICK HERE TO JOIN Meeting ID: 362‐027‐238 Phone: 1‐669‐900‐6833 Americans with Disability Act (ADA) It is the policy of the City of Palo Alto to offer its public programs, services and meetings in a manner that is readily accessible to all. Persons with disabilities who require materials in an appropriate alternative format or who require auxiliary aids to access City meetings, programs, or services may contact the City’s ADA Coordinator at (650) 329‐2550 (voice) or by emailing [email protected]. Requests for assistance or accommodations must be submitted at least 24 hours in advance of the meeting, program, or service.
1 Special Meeting November 27, 2023
Materials submitted after distribution of the agenda packet are available for public inspection at
www.CityofPaloAlto.org/agendas
.
CITY COUNCIL
Special Meeting
Monday, November 27, 2023
Council Chambers & Hybrid
5:30 PM
Palo Alto City Council meetings will be held as “hybrid” meetings with the option to attend by teleconference or in person. To maximize public safety while still maintaining transparency and public access, members of the public can choose to participate from home or attend in person.
Information on how the public may observe and participate in the meeting is located at the end of the agenda. Masks are strongly encouraged if attending in person. The meeting will be broadcast on Cable TV Channel 26, live on YouTube https://www.youtube.com/c/cityofpaloalto, and streamed to Midpen Media Center https://midpenmedia.org.
VIRTUAL PARTICIPATION CLICK HERE TO JOIN (https://cityofpaloalto.zoom.us/j/362027238) Meeting ID: 362 027 238 Phone:1(669)900‐6833
PUBLIC COMMENTS
Public comments will be accepted both in person and via Zoom for up to three minutes or an amount of time determined by the Chair. All requests to speak will be taken until 5 minutes after the staff’s presentation. Written public comments can be submitted in advance to [email protected] and will be provided to the Council and available for inspection on the City’s website. Please clearly indicate which agenda item you are referencing in your subject line.
PowerPoints, videos, or other media to be presented during public comment are accepted only by email to [email protected] at least 24 hours prior to the meeting. Once received, the Clerk will have them shared at public comment for the specified item. To uphold strong cybersecurity management practices, USB’s or other physical electronic storage devices are not accepted.
TIME ESTIMATES
Listed times are estimates only and are subject to change at any time, including while the meeting is in progress. The Council reserves the right to use more or less time on any item, to change the order of items and/or to continue items to another meeting. Particular items may be heard before or after the time estimated on the agenda. This may occur in order to best manage the time at a meeting or to adapt to the participation of the public.
CALL TO ORDER
This meeting will be called to order in honor of National Native American Heritage Month.
SPECIAL ORDERS OF THE DAY (5:30 ‐ 5:50 PM)
1. Presentation on 2023 Palo Alto Community Health Fair Gratitude & Better Health
2. Proclamation Honoring iSing’s Performance at the 2023 World Choir Games CLOSED SESSION (5:50 ‐ 6:50 PM)
3. CONFERENCE WITH LABOR NEGOTIATORS
Authority: Cal. Gov. Code section 54957.6;
Agency representative: Jeremy Dennis, MRG;
Unrepresented Employees: City Manager and City Attorney AGENDA CHANGES, ADDITIONS AND DELETIONS
PUBLIC COMMENT (6:50 ‐ 7:05 PM)
Members of the public may speak to any item NOT on the agenda. Council reserves the right to limit the duration of Oral Communications period to 30 minutes.
COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (7:05 ‐ 7:10 PM) Members of the public may not speak to the item(s).
CONSENT CALENDAR (7:10 ‐ 7:15 PM)
Items will be voted in one motion unless removed from the calendar by three Council Members.
4. Approval of Minutes from November 6, 2023 Meeting
5. Approval of Professional Services Contract Number C24185875 With Woodard & Curran in an Amount Not to Exceed $498,866 for the Sewer Master Plan Study Services for a Period of two Years
6. Adoption of a Resolution Approving a Consent and Direct Agreement With HA RNG 1 Lender LLC and Ameresco Half Moon Bay LLC Consenting to Ameresco Half Moon Bay LLC’s Assignment of its Rights in its 2005 Power Purchase Agreement With the City to HA RNG 1 Lender LLC , and Authorizing the City Manager or Designee to Execute any Documents Necessary to Administer Six Renewable Energy Power Purchase Agreements Approved From 2004‐2010 in a Manner Consistent with the City Council‘s Prior Funding Authorization, the Palo Alto Municipal Code and City Council Approved Policies. CEQA Status – Not a Project under Public Resources Code 21065
7. Approval of Budget Amendments in the Residential Housing In‐Lieu Fund and the General Fund to Reflect Prior City Council Funding Commitments for the Development of 525 East Charleston Road/Mitchell Park Place and Authorization of 525 East Charleston Road/Mitchell Park Place Loan Preparation and Execution
8. Approval of Amendment No. 5 to Contract No. C12142825 with NV5, Inc. to add $295,083, increasing the not‐to‐exceed amount to $2,176,406, for Right‐of‐Way Appraisal and Acquisition Support for the Newell Road/San Francisquito Creek Bridge Replacement Project, Capital Improvement Program Project PE‐12011. CEQA:
Environmental Impact Report for Newell Road/San Francisquito Creek Bridge (Resolution No.9889).
9. Approval of a License Agreement with Equinix, LLC for a Three‐Year Term in an Amount Not‐to‐Exceed $536,528, and Authorization of a Contingency Amount Not‐To‐Exceed $106,900 for Related, Additional but Unforeseen Services Which may Develop During the Project; CEQA Status ‐ Not a Project
10. Approval of Amendment Number 2 of Six Development Services On‐Call Consulting Contracts to Increase the Not‐to‐Exceed amount by $3.40 million for a Total Not to Exceed $9.75 Million Through December 2024 to Provide Expertise for Plan Review and Inspection Services With all Work Subject to Assigned Task Order and Availability of Funds; Environmental Assessment: Exempt in Accordance with CEQA Guidelines Section 15061(b)(3).
11. Approval of Two Sublease Agreements with Palo Alto Community Child Care and Kids Choice for an Initial 12‐Month Term
12. Approval of Purchase Orders with WESCO (Representative of EATON/COOPER) and Anixter (Representative of S&C) to Purchase Dielectric Switches for Electric Grid Modernization in an Annual amount of $2,000,000 for Five Years for a Total‐Not‐to‐ Exceed Amount of $10,000,000
13. SECOND READING: Adoption of an Ordinance Amending the Stanford University Medical Center (SUMC) Development Agreement Adjusting the Timeline for Achieving the SUMC Alternative Mode Share Targets. Zoning District: HD (Hospital District). Environmental Review: Project is Consistent with the 2011 Certified Environmental Impact Report (EIR) for the SUMC Facilities Renewal and Replacement Project. (FIRST READING: October 23, 2023 PASSED 4‐2‐1, Lythcott‐Haims and Tanaka No, Veenker Recused)
14. SECOND READING: Interim Ordinance Temporarily Continuing Expansion of Outdoor Dining Retail and Other Activities until December 31, 2024 (FIRST READING: November 7, 2023 PASSED 5‐2, Kou, Veenker no)
15. SECOND READING: Adoption of an Ordinance Renewing the Police Department's Military Equipment Use Policy Under AB 481 (FIRST READING: November 13, 2023 PASSED 7‐0)
CITY MANAGER COMMENTS (7:15 ‐ 7:30 PM)
BREAK (5‐10 MINUTES)
ACTION ITEMS (Item 16: 7:40 ‐ 9:10 PM, Item 17: 9:10 ‐ 10:10 PM) Include: Report of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Report of Officials, Unfinished Business and Council Matters.
16. PUBLIC HEARING: Adoption of an Ordinance Amending the Palo Alto Municipal Code to Add Chapter 9.65 and Amend Chapter 9.72 to Establish a Mandatory Registry Program of Residential Rental Units in the City of Palo Alto; Provide Direction to Staff on the Rental Registry Program Implementation. CEQA Status – Exempt under CEQA Guidelines Section 15061(b)(3).
17. Policy and Services Committee Recommendations for Changes to the City Council Procedures and Protocols Handbook based on Prior City Council Referrals
ADJOURNMENT
INFORMATION REPORTS
Information reports are provided for informational purposes only to the Council and the public but are not listed for action during this meeting’s agenda.
18. Safe Streets for All (SS4A) Action Plan & Safe System Approach Introduction OTHER INFORMATION
Standing Committee Meetings this week
Finance Committee November 28, 2023
Public Comment Letters
Schedule of Meetings
PUBLIC COMMENT INSTRUCTIONS
Members of the Public may provide public comments to teleconference meetings via email, teleconference, or by phone.
1. Written public comments may be submitted by email to [email protected].
2. For in person public comments please complete a speaker request card located on the table at the entrance to the Council Chambers and deliver it to the Clerk prior to discussion of the item.
3. Spoken public comments using a computer or smart phone will be accepted through the teleconference meeting. To address the Council, click on the link below to access a Zoom‐based meeting. Please read the following instructions carefully.
You may download the Zoom client or connect to the meeting in‐ browser. If using your browser, make sure you are using a current, up‐to‐date browser: Chrome 30 , Firefox 27 , Microsoft Edge 12 , Safari 7 . Certain functionality may be disabled in older browsers including Internet Explorer. Or download the Zoom application onto your smart phone from the Apple App Store or Google Play Store and enter in the Meeting ID below.
You may be asked to enter an email address and name. We request that you identify yourself by name as this will be visible online and will be used to notify you that it is your turn to speak.
When you wish to speak on an Agenda Item, click on “raise hand.” The Clerk will activate and unmute speakers in turn. Speakers will be notified shortly before they are called to speak.
When called, please limit your remarks to the time limit allotted. A timer will be shown on the computer to help keep track of your comments.
4. Spoken public comments using a phone use the telephone number listed below. When you wish to speak on an agenda item hit *9 on your phone so we know that you wish to speak. You will be asked to provide your first and last name before addressing the Council. You will be advised how long you have to speak. When called please limit your remarks to the agenda item and time limit allotted.
CLICK HERE TO JOIN Meeting ID: 362‐027‐238 Phone: 1‐669‐900‐6833 Americans with Disability Act (ADA) It is the policy of the City of Palo Alto to offer its public programs, services and meetings in a manner that is readily accessible to all. Persons with disabilities who require materials in an appropriate alternative format or who require auxiliary aids to access City meetings, programs, or services may contact the City’s ADA Coordinator at (650) 329‐2550 (voice) or by emailing [email protected]. Requests for assistance or accommodations must be submitted at least 24 hours in advance of the meeting, program, or service.
2 Special Meeting November 27, 2023
Materials submitted after distribution of the agenda packet are available for public inspection at
www.CityofPaloAlto.org/agendas
.
CITY COUNCIL
Special Meeting
Monday, November 27, 2023
Council Chambers & Hybrid
5:30 PM
Palo Alto City Council meetings will be held as “hybrid” meetings with the option to attend by teleconference or in person. To maximize public safety while still maintaining transparency and public access, members of the public can choose to participate from home or attend in person.
Information on how the public may observe and participate in the meeting is located at the end of the agenda. Masks are strongly encouraged if attending in person. The meeting will be broadcast on Cable TV Channel 26, live on YouTube https://www.youtube.com/c/cityofpaloalto, and streamed to Midpen Media Center https://midpenmedia.org.
VIRTUAL PARTICIPATION CLICK HERE TO JOIN (https://cityofpaloalto.zoom.us/j/362027238) Meeting ID: 362 027 238 Phone:1(669)900‐6833
PUBLIC COMMENTS
Public comments will be accepted both in person and via Zoom for up to three minutes or an amount of time determined by the Chair. All requests to speak will be taken until 5 minutes after the staff’s presentation. Written public comments can be submitted in advance to [email protected] and will be provided to the Council and available for inspection on the City’s website. Please clearly indicate which agenda item you are referencing in your subject line.
PowerPoints, videos, or other media to be presented during public comment are accepted only by email to [email protected] at least 24 hours prior to the meeting. Once received, the Clerk will have them shared at public comment for the specified item. To uphold strong cybersecurity management practices, USB’s or other physical electronic storage devices are not accepted.
TIME ESTIMATES
Listed times are estimates only and are subject to change at any time, including while the meeting is in progress. The Council reserves the right to use more or less time on any item, to change the order of items and/or to continue items to another meeting. Particular items may be heard before or after the time estimated on the agenda. This may occur in order to best manage the time at a meeting or to adapt to the participation of the public.
CALL TO ORDER
This meeting will be called to order in honor of National Native American Heritage Month.
SPECIAL ORDERS OF THE DAY (5:30 ‐ 5:50 PM)
1. Presentation on 2023 Palo Alto Community Health Fair Gratitude & Better Health
2. Proclamation Honoring iSing’s Performance at the 2023 World Choir Games CLOSED SESSION (5:50 ‐ 6:50 PM)
3. CONFERENCE WITH LABOR NEGOTIATORS
Authority: Cal. Gov. Code section 54957.6;
Agency representative: Jeremy Dennis, MRG;
Unrepresented Employees: City Manager and City Attorney AGENDA CHANGES, ADDITIONS AND DELETIONS
PUBLIC COMMENT (6:50 ‐ 7:05 PM)
Members of the public may speak to any item NOT on the agenda. Council reserves the right to limit the duration of Oral Communications period to 30 minutes.
COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (7:05 ‐ 7:10 PM) Members of the public may not speak to the item(s).
CONSENT CALENDAR (7:10 ‐ 7:15 PM)
Items will be voted in one motion unless removed from the calendar by three Council Members.
4. Approval of Minutes from November 6, 2023 Meeting
5. Approval of Professional Services Contract Number C24185875 With Woodard & Curran in an Amount Not to Exceed $498,866 for the Sewer Master Plan Study Services for a Period of two Years
6. Adoption of a Resolution Approving a Consent and Direct Agreement With HA RNG 1 Lender LLC and Ameresco Half Moon Bay LLC Consenting to Ameresco Half Moon Bay LLC’s Assignment of its Rights in its 2005 Power Purchase Agreement With the City to HA RNG 1 Lender LLC , and Authorizing the City Manager or Designee to Execute any Documents Necessary to Administer Six Renewable Energy Power Purchase Agreements Approved From 2004‐2010 in a Manner Consistent with the City Council‘s Prior Funding Authorization, the Palo Alto Municipal Code and City Council Approved Policies. CEQA Status – Not a Project under Public Resources Code 21065
7. Approval of Budget Amendments in the Residential Housing In‐Lieu Fund and the General Fund to Reflect Prior City Council Funding Commitments for the Development of 525 East Charleston Road/Mitchell Park Place and Authorization of 525 East Charleston Road/Mitchell Park Place Loan Preparation and Execution
8. Approval of Amendment No. 5 to Contract No. C12142825 with NV5, Inc. to add $295,083, increasing the not‐to‐exceed amount to $2,176,406, for Right‐of‐Way Appraisal and Acquisition Support for the Newell Road/San Francisquito Creek Bridge Replacement Project, Capital Improvement Program Project PE‐12011. CEQA:
Environmental Impact Report for Newell Road/San Francisquito Creek Bridge (Resolution No.9889).
9. Approval of a License Agreement with Equinix, LLC for a Three‐Year Term in an Amount Not‐to‐Exceed $536,528, and Authorization of a Contingency Amount Not‐To‐Exceed $106,900 for Related, Additional but Unforeseen Services Which may Develop During the Project; CEQA Status ‐ Not a Project
10. Approval of Amendment Number 2 of Six Development Services On‐Call Consulting Contracts to Increase the Not‐to‐Exceed amount by $3.40 million for a Total Not to Exceed $9.75 Million Through December 2024 to Provide Expertise for Plan Review and Inspection Services With all Work Subject to Assigned Task Order and Availability of Funds; Environmental Assessment: Exempt in Accordance with CEQA Guidelines Section 15061(b)(3).
11. Approval of Two Sublease Agreements with Palo Alto Community Child Care and Kids Choice for an Initial 12‐Month Term
12. Approval of Purchase Orders with WESCO (Representative of EATON/COOPER) and Anixter (Representative of S&C) to Purchase Dielectric Switches for Electric Grid Modernization in an Annual amount of $2,000,000 for Five Years for a Total‐Not‐to‐ Exceed Amount of $10,000,000
13. SECOND READING: Adoption of an Ordinance Amending the Stanford University Medical Center (SUMC) Development Agreement Adjusting the Timeline for Achieving the SUMC Alternative Mode Share Targets. Zoning District: HD (Hospital District). Environmental Review: Project is Consistent with the 2011 Certified Environmental Impact Report (EIR) for the SUMC Facilities Renewal and Replacement Project. (FIRST READING: October 23, 2023 PASSED 4‐2‐1, Lythcott‐Haims and Tanaka No, Veenker Recused)
14. SECOND READING: Interim Ordinance Temporarily Continuing Expansion of Outdoor Dining Retail and Other Activities until December 31, 2024 (FIRST READING: November 7, 2023 PASSED 5‐2, Kou, Veenker no)
15. SECOND READING: Adoption of an Ordinance Renewing the Police Department's Military Equipment Use Policy Under AB 481 (FIRST READING: November 13, 2023 PASSED 7‐0)
CITY MANAGER COMMENTS (7:15 ‐ 7:30 PM)
BREAK (5‐10 MINUTES)
ACTION ITEMS (Item 16: 7:40 ‐ 9:10 PM, Item 17: 9:10 ‐ 10:10 PM) Include: Report of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Report of Officials, Unfinished Business and Council Matters.
16. PUBLIC HEARING: Adoption of an Ordinance Amending the Palo Alto Municipal Code to Add Chapter 9.65 and Amend Chapter 9.72 to Establish a Mandatory Registry Program of Residential Rental Units in the City of Palo Alto; Provide Direction to Staff on the Rental Registry Program Implementation. CEQA Status – Exempt under CEQA Guidelines Section 15061(b)(3).
17. Policy and Services Committee Recommendations for Changes to the City Council Procedures and Protocols Handbook based on Prior City Council Referrals
ADJOURNMENT
INFORMATION REPORTS
Information reports are provided for informational purposes only to the Council and the public but are not listed for action during this meeting’s agenda.
18. Safe Streets for All (SS4A) Action Plan & Safe System Approach Introduction OTHER INFORMATION
Standing Committee Meetings this week
Finance Committee November 28, 2023
Public Comment Letters
Schedule of Meetings
PUBLIC COMMENT INSTRUCTIONS
Members of the Public may provide public comments to teleconference meetings via email, teleconference, or by phone.
1. Written public comments may be submitted by email to [email protected].
2. For in person public comments please complete a speaker request card located on the table at the entrance to the Council Chambers and deliver it to the Clerk prior to discussion of the item.
3. Spoken public comments using a computer or smart phone will be accepted through the teleconference meeting. To address the Council, click on the link below to access a Zoom‐based meeting. Please read the following instructions carefully.
You may download the Zoom client or connect to the meeting in‐ browser. If using your browser, make sure you are using a current, up‐to‐date browser: Chrome 30 , Firefox 27 , Microsoft Edge 12 , Safari 7 . Certain functionality may be disabled in older browsers including Internet Explorer. Or download the Zoom application onto your smart phone from the Apple App Store or Google Play Store and enter in the Meeting ID below.
You may be asked to enter an email address and name. We request that you identify yourself by name as this will be visible online and will be used to notify you that it is your turn to speak.
When you wish to speak on an Agenda Item, click on “raise hand.” The Clerk will activate and unmute speakers in turn. Speakers will be notified shortly before they are called to speak.
When called, please limit your remarks to the time limit allotted. A timer will be shown on the computer to help keep track of your comments.
4. Spoken public comments using a phone use the telephone number listed below. When you wish to speak on an agenda item hit *9 on your phone so we know that you wish to speak. You will be asked to provide your first and last name before addressing the Council. You will be advised how long you have to speak. When called please limit your remarks to the agenda item and time limit allotted.
CLICK HERE TO JOIN Meeting ID: 362‐027‐238 Phone: 1‐669‐900‐6833 Americans with Disability Act (ADA) It is the policy of the City of Palo Alto to offer its public programs, services and meetings in a manner that is readily accessible to all. Persons with disabilities who require materials in an appropriate alternative format or who require auxiliary aids to access City meetings, programs, or services may contact the City’s ADA Coordinator at (650) 329‐2550 (voice) or by emailing [email protected]. Requests for assistance or accommodations must be submitted at least 24 hours in advance of the meeting, program, or service.
3 Special Meeting November 27, 2023
Materials submitted after distribution of the agenda packet are available for public inspection at
www.CityofPaloAlto.org/agendas
.
CITY COUNCIL
Special Meeting
Monday, November 27, 2023
Council Chambers & Hybrid
5:30 PM
Palo Alto City Council meetings will be held as “hybrid” meetings with the option to attend by teleconference or in person. To maximize public safety while still maintaining transparency and public access, members of the public can choose to participate from home or attend in person.
Information on how the public may observe and participate in the meeting is located at the end of the agenda. Masks are strongly encouraged if attending in person. The meeting will be broadcast on Cable TV Channel 26, live on YouTube https://www.youtube.com/c/cityofpaloalto, and streamed to Midpen Media Center https://midpenmedia.org.
VIRTUAL PARTICIPATION CLICK HERE TO JOIN (https://cityofpaloalto.zoom.us/j/362027238) Meeting ID: 362 027 238 Phone:1(669)900‐6833
PUBLIC COMMENTS
Public comments will be accepted both in person and via Zoom for up to three minutes or an amount of time determined by the Chair. All requests to speak will be taken until 5 minutes after the staff’s presentation. Written public comments can be submitted in advance to [email protected] and will be provided to the Council and available for inspection on the City’s website. Please clearly indicate which agenda item you are referencing in your subject line.
PowerPoints, videos, or other media to be presented during public comment are accepted only by email to [email protected] at least 24 hours prior to the meeting. Once received, the Clerk will have them shared at public comment for the specified item. To uphold strong cybersecurity management practices, USB’s or other physical electronic storage devices are not accepted.
TIME ESTIMATES
Listed times are estimates only and are subject to change at any time, including while the meeting is in progress. The Council reserves the right to use more or less time on any item, to change the order of items and/or to continue items to another meeting. Particular items may be heard before or after the time estimated on the agenda. This may occur in order to best manage the time at a meeting or to adapt to the participation of the public.
CALL TO ORDER
This meeting will be called to order in honor of National Native American Heritage Month.
SPECIAL ORDERS OF THE DAY (5:30 ‐ 5:50 PM)
1. Presentation on 2023 Palo Alto Community Health Fair Gratitude & Better Health
2. Proclamation Honoring iSing’s Performance at the 2023 World Choir Games CLOSED SESSION (5:50 ‐ 6:50 PM)
3. CONFERENCE WITH LABOR NEGOTIATORS
Authority: Cal. Gov. Code section 54957.6;
Agency representative: Jeremy Dennis, MRG;
Unrepresented Employees: City Manager and City Attorney AGENDA CHANGES, ADDITIONS AND DELETIONS
PUBLIC COMMENT (6:50 ‐ 7:05 PM)
Members of the public may speak to any item NOT on the agenda. Council reserves the right to limit the duration of Oral Communications period to 30 minutes.
COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (7:05 ‐ 7:10 PM) Members of the public may not speak to the item(s).
CONSENT CALENDAR (7:10 ‐ 7:15 PM)
Items will be voted in one motion unless removed from the calendar by three Council Members.
4. Approval of Minutes from November 6, 2023 Meeting
5. Approval of Professional Services Contract Number C24185875 With Woodard & Curran in an Amount Not to Exceed $498,866 for the Sewer Master Plan Study Services for a Period of two Years
6. Adoption of a Resolution Approving a Consent and Direct Agreement With HA RNG 1 Lender LLC and Ameresco Half Moon Bay LLC Consenting to Ameresco Half Moon Bay LLC’s Assignment of its Rights in its 2005 Power Purchase Agreement With the City to HA RNG 1 Lender LLC , and Authorizing the City Manager or Designee to Execute any Documents Necessary to Administer Six Renewable Energy Power Purchase Agreements Approved From 2004‐2010 in a Manner Consistent with the City Council‘s Prior Funding Authorization, the Palo Alto Municipal Code and City Council Approved Policies. CEQA Status – Not a Project under Public Resources Code 21065
7. Approval of Budget Amendments in the Residential Housing In‐Lieu Fund and the General Fund to Reflect Prior City Council Funding Commitments for the Development of 525 East Charleston Road/Mitchell Park Place and Authorization of 525 East Charleston Road/Mitchell Park Place Loan Preparation and Execution
8. Approval of Amendment No. 5 to Contract No. C12142825 with NV5, Inc. to add $295,083, increasing the not‐to‐exceed amount to $2,176,406, for Right‐of‐Way Appraisal and Acquisition Support for the Newell Road/San Francisquito Creek Bridge Replacement Project, Capital Improvement Program Project PE‐12011. CEQA:
Environmental Impact Report for Newell Road/San Francisquito Creek Bridge (Resolution No.9889).
9. Approval of a License Agreement with Equinix, LLC for a Three‐Year Term in an Amount Not‐to‐Exceed $536,528, and Authorization of a Contingency Amount Not‐To‐Exceed $106,900 for Related, Additional but Unforeseen Services Which may Develop During the Project; CEQA Status ‐ Not a Project
10. Approval of Amendment Number 2 of Six Development Services On‐Call Consulting Contracts to Increase the Not‐to‐Exceed amount by $3.40 million for a Total Not to Exceed $9.75 Million Through December 2024 to Provide Expertise for Plan Review and Inspection Services With all Work Subject to Assigned Task Order and Availability of Funds; Environmental Assessment: Exempt in Accordance with CEQA Guidelines Section 15061(b)(3).
11. Approval of Two Sublease Agreements with Palo Alto Community Child Care and Kids Choice for an Initial 12‐Month Term
12. Approval of Purchase Orders with WESCO (Representative of EATON/COOPER) and Anixter (Representative of S&C) to Purchase Dielectric Switches for Electric Grid Modernization in an Annual amount of $2,000,000 for Five Years for a Total‐Not‐to‐ Exceed Amount of $10,000,000
13. SECOND READING: Adoption of an Ordinance Amending the Stanford University Medical Center (SUMC) Development Agreement Adjusting the Timeline for Achieving the SUMC Alternative Mode Share Targets. Zoning District: HD (Hospital District). Environmental Review: Project is Consistent with the 2011 Certified Environmental Impact Report (EIR) for the SUMC Facilities Renewal and Replacement Project. (FIRST READING: October 23, 2023 PASSED 4‐2‐1, Lythcott‐Haims and Tanaka No, Veenker Recused)
14. SECOND READING: Interim Ordinance Temporarily Continuing Expansion of Outdoor Dining Retail and Other Activities until December 31, 2024 (FIRST READING: November 7, 2023 PASSED 5‐2, Kou, Veenker no)
15. SECOND READING: Adoption of an Ordinance Renewing the Police Department's Military Equipment Use Policy Under AB 481 (FIRST READING: November 13, 2023 PASSED 7‐0)
CITY MANAGER COMMENTS (7:15 ‐ 7:30 PM)
BREAK (5‐10 MINUTES)
ACTION ITEMS (Item 16: 7:40 ‐ 9:10 PM, Item 17: 9:10 ‐ 10:10 PM) Include: Report of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Report of Officials, Unfinished Business and Council Matters.
16. PUBLIC HEARING: Adoption of an Ordinance Amending the Palo Alto Municipal Code to Add Chapter 9.65 and Amend Chapter 9.72 to Establish a Mandatory Registry Program of Residential Rental Units in the City of Palo Alto; Provide Direction to Staff on the Rental Registry Program Implementation. CEQA Status – Exempt under CEQA Guidelines Section 15061(b)(3).
17. Policy and Services Committee Recommendations for Changes to the City Council Procedures and Protocols Handbook based on Prior City Council Referrals
ADJOURNMENT
INFORMATION REPORTS
Information reports are provided for informational purposes only to the Council and the public but are not listed for action during this meeting’s agenda.
18. Safe Streets for All (SS4A) Action Plan & Safe System Approach Introduction OTHER INFORMATION
Standing Committee Meetings this week
Finance Committee November 28, 2023
Public Comment Letters
Schedule of Meetings
PUBLIC COMMENT INSTRUCTIONS
Members of the Public may provide public comments to teleconference meetings via email, teleconference, or by phone.
1. Written public comments may be submitted by email to [email protected].
2. For in person public comments please complete a speaker request card located on the table at the entrance to the Council Chambers and deliver it to the Clerk prior to discussion of the item.
3. Spoken public comments using a computer or smart phone will be accepted through the teleconference meeting. To address the Council, click on the link below to access a Zoom‐based meeting. Please read the following instructions carefully.
You may download the Zoom client or connect to the meeting in‐ browser. If using your browser, make sure you are using a current, up‐to‐date browser: Chrome 30 , Firefox 27 , Microsoft Edge 12 , Safari 7 . Certain functionality may be disabled in older browsers including Internet Explorer. Or download the Zoom application onto your smart phone from the Apple App Store or Google Play Store and enter in the Meeting ID below.
You may be asked to enter an email address and name. We request that you identify yourself by name as this will be visible online and will be used to notify you that it is your turn to speak.
When you wish to speak on an Agenda Item, click on “raise hand.” The Clerk will activate and unmute speakers in turn. Speakers will be notified shortly before they are called to speak.
When called, please limit your remarks to the time limit allotted. A timer will be shown on the computer to help keep track of your comments.
4. Spoken public comments using a phone use the telephone number listed below. When you wish to speak on an agenda item hit *9 on your phone so we know that you wish to speak. You will be asked to provide your first and last name before addressing the Council. You will be advised how long you have to speak. When called please limit your remarks to the agenda item and time limit allotted.
CLICK HERE TO JOIN Meeting ID: 362‐027‐238 Phone: 1‐669‐900‐6833 Americans with Disability Act (ADA) It is the policy of the City of Palo Alto to offer its public programs, services and meetings in a manner that is readily accessible to all. Persons with disabilities who require materials in an appropriate alternative format or who require auxiliary aids to access City meetings, programs, or services may contact the City’s ADA Coordinator at (650) 329‐2550 (voice) or by emailing [email protected]. Requests for assistance or accommodations must be submitted at least 24 hours in advance of the meeting, program, or service.
4 Special Meeting November 27, 2023
Materials submitted after distribution of the agenda packet are available for public inspection at
www.CityofPaloAlto.org/agendas
.
CITY COUNCIL
Special Meeting
Monday, November 27, 2023
Council Chambers & Hybrid
5:30 PM
Palo Alto City Council meetings will be held as “hybrid” meetings with the option to attend by teleconference or in person. To maximize public safety while still maintaining transparency and public access, members of the public can choose to participate from home or attend in person.
Information on how the public may observe and participate in the meeting is located at the end of the agenda. Masks are strongly encouraged if attending in person. The meeting will be broadcast on Cable TV Channel 26, live on YouTube https://www.youtube.com/c/cityofpaloalto, and streamed to Midpen Media Center https://midpenmedia.org.
VIRTUAL PARTICIPATION CLICK HERE TO JOIN (https://cityofpaloalto.zoom.us/j/362027238) Meeting ID: 362 027 238 Phone:1(669)900‐6833
PUBLIC COMMENTS
Public comments will be accepted both in person and via Zoom for up to three minutes or an amount of time determined by the Chair. All requests to speak will be taken until 5 minutes after the staff’s presentation. Written public comments can be submitted in advance to [email protected] and will be provided to the Council and available for inspection on the City’s website. Please clearly indicate which agenda item you are referencing in your subject line.
PowerPoints, videos, or other media to be presented during public comment are accepted only by email to [email protected] at least 24 hours prior to the meeting. Once received, the Clerk will have them shared at public comment for the specified item. To uphold strong cybersecurity management practices, USB’s or other physical electronic storage devices are not accepted.
TIME ESTIMATES
Listed times are estimates only and are subject to change at any time, including while the meeting is in progress. The Council reserves the right to use more or less time on any item, to change the order of items and/or to continue items to another meeting. Particular items may be heard before or after the time estimated on the agenda. This may occur in order to best manage the time at a meeting or to adapt to the participation of the public.
CALL TO ORDER
This meeting will be called to order in honor of National Native American Heritage Month.
SPECIAL ORDERS OF THE DAY (5:30 ‐ 5:50 PM)
1. Presentation on 2023 Palo Alto Community Health Fair Gratitude & Better Health
2. Proclamation Honoring iSing’s Performance at the 2023 World Choir Games CLOSED SESSION (5:50 ‐ 6:50 PM)
3. CONFERENCE WITH LABOR NEGOTIATORS
Authority: Cal. Gov. Code section 54957.6;
Agency representative: Jeremy Dennis, MRG;
Unrepresented Employees: City Manager and City Attorney AGENDA CHANGES, ADDITIONS AND DELETIONS
PUBLIC COMMENT (6:50 ‐ 7:05 PM)
Members of the public may speak to any item NOT on the agenda. Council reserves the right to limit the duration of Oral Communications period to 30 minutes.
COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (7:05 ‐ 7:10 PM) Members of the public may not speak to the item(s).
CONSENT CALENDAR (7:10 ‐ 7:15 PM)
Items will be voted in one motion unless removed from the calendar by three Council Members.
4. Approval of Minutes from November 6, 2023 Meeting
5. Approval of Professional Services Contract Number C24185875 With Woodard & Curran in an Amount Not to Exceed $498,866 for the Sewer Master Plan Study Services for a Period of two Years
6. Adoption of a Resolution Approving a Consent and Direct Agreement With HA RNG 1 Lender LLC and Ameresco Half Moon Bay LLC Consenting to Ameresco Half Moon Bay LLC’s Assignment of its Rights in its 2005 Power Purchase Agreement With the City to HA RNG 1 Lender LLC , and Authorizing the City Manager or Designee to Execute any Documents Necessary to Administer Six Renewable Energy Power Purchase Agreements Approved From 2004‐2010 in a Manner Consistent with the City Council‘s Prior Funding Authorization, the Palo Alto Municipal Code and City Council Approved Policies. CEQA Status – Not a Project under Public Resources Code 21065
7. Approval of Budget Amendments in the Residential Housing In‐Lieu Fund and the General Fund to Reflect Prior City Council Funding Commitments for the Development of 525 East Charleston Road/Mitchell Park Place and Authorization of 525 East Charleston Road/Mitchell Park Place Loan Preparation and Execution
8. Approval of Amendment No. 5 to Contract No. C12142825 with NV5, Inc. to add $295,083, increasing the not‐to‐exceed amount to $2,176,406, for Right‐of‐Way Appraisal and Acquisition Support for the Newell Road/San Francisquito Creek Bridge Replacement Project, Capital Improvement Program Project PE‐12011. CEQA:
Environmental Impact Report for Newell Road/San Francisquito Creek Bridge (Resolution No.9889).
9. Approval of a License Agreement with Equinix, LLC for a Three‐Year Term in an Amount Not‐to‐Exceed $536,528, and Authorization of a Contingency Amount Not‐To‐Exceed $106,900 for Related, Additional but Unforeseen Services Which may Develop During the Project; CEQA Status ‐ Not a Project
10. Approval of Amendment Number 2 of Six Development Services On‐Call Consulting Contracts to Increase the Not‐to‐Exceed amount by $3.40 million for a Total Not to Exceed $9.75 Million Through December 2024 to Provide Expertise for Plan Review and Inspection Services With all Work Subject to Assigned Task Order and Availability of Funds; Environmental Assessment: Exempt in Accordance with CEQA Guidelines Section 15061(b)(3).
11. Approval of Two Sublease Agreements with Palo Alto Community Child Care and Kids Choice for an Initial 12‐Month Term
12. Approval of Purchase Orders with WESCO (Representative of EATON/COOPER) and Anixter (Representative of S&C) to Purchase Dielectric Switches for Electric Grid Modernization in an Annual amount of $2,000,000 for Five Years for a Total‐Not‐to‐ Exceed Amount of $10,000,000
13. SECOND READING: Adoption of an Ordinance Amending the Stanford University Medical Center (SUMC) Development Agreement Adjusting the Timeline for Achieving the SUMC Alternative Mode Share Targets. Zoning District: HD (Hospital District). Environmental Review: Project is Consistent with the 2011 Certified Environmental Impact Report (EIR) for the SUMC Facilities Renewal and Replacement Project. (FIRST READING: October 23, 2023 PASSED 4‐2‐1, Lythcott‐Haims and Tanaka No, Veenker Recused)
14. SECOND READING: Interim Ordinance Temporarily Continuing Expansion of Outdoor Dining Retail and Other Activities until December 31, 2024 (FIRST READING: November 7, 2023 PASSED 5‐2, Kou, Veenker no)
15. SECOND READING: Adoption of an Ordinance Renewing the Police Department's Military Equipment Use Policy Under AB 481 (FIRST READING: November 13, 2023 PASSED 7‐0)
CITY MANAGER COMMENTS (7:15 ‐ 7:30 PM)
BREAK (5‐10 MINUTES)
ACTION ITEMS (Item 16: 7:40 ‐ 9:10 PM, Item 17: 9:10 ‐ 10:10 PM) Include: Report of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Report of Officials, Unfinished Business and Council Matters.
16. PUBLIC HEARING: Adoption of an Ordinance Amending the Palo Alto Municipal Code to Add Chapter 9.65 and Amend Chapter 9.72 to Establish a Mandatory Registry Program of Residential Rental Units in the City of Palo Alto; Provide Direction to Staff on the Rental Registry Program Implementation. CEQA Status – Exempt under CEQA Guidelines Section 15061(b)(3).
17. Policy and Services Committee Recommendations for Changes to the City Council Procedures and Protocols Handbook based on Prior City Council Referrals
ADJOURNMENT
INFORMATION REPORTS
Information reports are provided for informational purposes only to the Council and the public but are not listed for action during this meeting’s agenda.
18. Safe Streets for All (SS4A) Action Plan & Safe System Approach Introduction OTHER INFORMATION
Standing Committee Meetings this week
Finance Committee November 28, 2023
Public Comment Letters
Schedule of Meetings
PUBLIC COMMENT INSTRUCTIONS
Members of the Public may provide public comments to teleconference meetings via email, teleconference, or by phone.
1. Written public comments may be submitted by email to [email protected].
2. For in person public comments please complete a speaker request card located on the table at the entrance to the Council Chambers and deliver it to the Clerk prior to discussion of the item.
3. Spoken public comments using a computer or smart phone will be accepted through the teleconference meeting. To address the Council, click on the link below to access a Zoom‐based meeting. Please read the following instructions carefully.
You may download the Zoom client or connect to the meeting in‐ browser. If using your browser, make sure you are using a current, up‐to‐date browser: Chrome 30 , Firefox 27 , Microsoft Edge 12 , Safari 7 . Certain functionality may be disabled in older browsers including Internet Explorer. Or download the Zoom application onto your smart phone from the Apple App Store or Google Play Store and enter in the Meeting ID below.
You may be asked to enter an email address and name. We request that you identify yourself by name as this will be visible online and will be used to notify you that it is your turn to speak.
When you wish to speak on an Agenda Item, click on “raise hand.” The Clerk will activate and unmute speakers in turn. Speakers will be notified shortly before they are called to speak.
When called, please limit your remarks to the time limit allotted. A timer will be shown on the computer to help keep track of your comments.
4. Spoken public comments using a phone use the telephone number listed below. When you wish to speak on an agenda item hit *9 on your phone so we know that you wish to speak. You will be asked to provide your first and last name before addressing the Council. You will be advised how long you have to speak. When called please limit your remarks to the agenda item and time limit allotted.
CLICK HERE TO JOIN Meeting ID: 362‐027‐238 Phone: 1‐669‐900‐6833 Americans with Disability Act (ADA) It is the policy of the City of Palo Alto to offer its public programs, services and meetings in a manner that is readily accessible to all. Persons with disabilities who require materials in an appropriate alternative format or who require auxiliary aids to access City meetings, programs, or services may contact the City’s ADA Coordinator at (650) 329‐2550 (voice) or by emailing [email protected]. Requests for assistance or accommodations must be submitted at least 24 hours in advance of the meeting, program, or service.
5 Special Meeting November 27, 2023
Materials submitted after distribution of the agenda packet are available for public inspection at
www.CityofPaloAlto.org/agendas
.
CITY COUNCIL
Special Meeting
Monday, November 27, 2023
Council Chambers & Hybrid
5:30 PM
Palo Alto City Council meetings will be held as “hybrid” meetings with the option to attend by teleconference or in person. To maximize public safety while still maintaining transparency and public access, members of the public can choose to participate from home or attend in person.
Information on how the public may observe and participate in the meeting is located at the end of the agenda. Masks are strongly encouraged if attending in person. The meeting will be broadcast on Cable TV Channel 26, live on YouTube https://www.youtube.com/c/cityofpaloalto, and streamed to Midpen Media Center https://midpenmedia.org.
VIRTUAL PARTICIPATION CLICK HERE TO JOIN (https://cityofpaloalto.zoom.us/j/362027238) Meeting ID: 362 027 238 Phone:1(669)900‐6833
PUBLIC COMMENTS
Public comments will be accepted both in person and via Zoom for up to three minutes or an amount of time determined by the Chair. All requests to speak will be taken until 5 minutes after the staff’s presentation. Written public comments can be submitted in advance to [email protected] and will be provided to the Council and available for inspection on the City’s website. Please clearly indicate which agenda item you are referencing in your subject line.
PowerPoints, videos, or other media to be presented during public comment are accepted only by email to [email protected] at least 24 hours prior to the meeting. Once received, the Clerk will have them shared at public comment for the specified item. To uphold strong cybersecurity management practices, USB’s or other physical electronic storage devices are not accepted.
TIME ESTIMATES
Listed times are estimates only and are subject to change at any time, including while the meeting is in progress. The Council reserves the right to use more or less time on any item, to change the order of items and/or to continue items to another meeting. Particular items may be heard before or after the time estimated on the agenda. This may occur in order to best manage the time at a meeting or to adapt to the participation of the public.
CALL TO ORDER
This meeting will be called to order in honor of National Native American Heritage Month.
SPECIAL ORDERS OF THE DAY (5:30 ‐ 5:50 PM)
1. Presentation on 2023 Palo Alto Community Health Fair Gratitude & Better Health
2. Proclamation Honoring iSing’s Performance at the 2023 World Choir Games CLOSED SESSION (5:50 ‐ 6:50 PM)
3. CONFERENCE WITH LABOR NEGOTIATORS
Authority: Cal. Gov. Code section 54957.6;
Agency representative: Jeremy Dennis, MRG;
Unrepresented Employees: City Manager and City Attorney AGENDA CHANGES, ADDITIONS AND DELETIONS
PUBLIC COMMENT (6:50 ‐ 7:05 PM)
Members of the public may speak to any item NOT on the agenda. Council reserves the right to limit the duration of Oral Communications period to 30 minutes.
COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (7:05 ‐ 7:10 PM) Members of the public may not speak to the item(s).
CONSENT CALENDAR (7:10 ‐ 7:15 PM)
Items will be voted in one motion unless removed from the calendar by three Council Members.
4. Approval of Minutes from November 6, 2023 Meeting
5. Approval of Professional Services Contract Number C24185875 With Woodard & Curran in an Amount Not to Exceed $498,866 for the Sewer Master Plan Study Services for a Period of two Years
6. Adoption of a Resolution Approving a Consent and Direct Agreement With HA RNG 1 Lender LLC and Ameresco Half Moon Bay LLC Consenting to Ameresco Half Moon Bay LLC’s Assignment of its Rights in its 2005 Power Purchase Agreement With the City to HA RNG 1 Lender LLC , and Authorizing the City Manager or Designee to Execute any Documents Necessary to Administer Six Renewable Energy Power Purchase Agreements Approved From 2004‐2010 in a Manner Consistent with the City Council‘s Prior Funding Authorization, the Palo Alto Municipal Code and City Council Approved Policies. CEQA Status – Not a Project under Public Resources Code 21065
7. Approval of Budget Amendments in the Residential Housing In‐Lieu Fund and the General Fund to Reflect Prior City Council Funding Commitments for the Development of 525 East Charleston Road/Mitchell Park Place and Authorization of 525 East Charleston Road/Mitchell Park Place Loan Preparation and Execution
8. Approval of Amendment No. 5 to Contract No. C12142825 with NV5, Inc. to add $295,083, increasing the not‐to‐exceed amount to $2,176,406, for Right‐of‐Way Appraisal and Acquisition Support for the Newell Road/San Francisquito Creek Bridge Replacement Project, Capital Improvement Program Project PE‐12011. CEQA:
Environmental Impact Report for Newell Road/San Francisquito Creek Bridge (Resolution No.9889).
9. Approval of a License Agreement with Equinix, LLC for a Three‐Year Term in an Amount Not‐to‐Exceed $536,528, and Authorization of a Contingency Amount Not‐To‐Exceed $106,900 for Related, Additional but Unforeseen Services Which may Develop During the Project; CEQA Status ‐ Not a Project
10. Approval of Amendment Number 2 of Six Development Services On‐Call Consulting Contracts to Increase the Not‐to‐Exceed amount by $3.40 million for a Total Not to Exceed $9.75 Million Through December 2024 to Provide Expertise for Plan Review and Inspection Services With all Work Subject to Assigned Task Order and Availability of Funds; Environmental Assessment: Exempt in Accordance with CEQA Guidelines Section 15061(b)(3).
11. Approval of Two Sublease Agreements with Palo Alto Community Child Care and Kids Choice for an Initial 12‐Month Term
12. Approval of Purchase Orders with WESCO (Representative of EATON/COOPER) and Anixter (Representative of S&C) to Purchase Dielectric Switches for Electric Grid Modernization in an Annual amount of $2,000,000 for Five Years for a Total‐Not‐to‐ Exceed Amount of $10,000,000
13. SECOND READING: Adoption of an Ordinance Amending the Stanford University Medical Center (SUMC) Development Agreement Adjusting the Timeline for Achieving the SUMC Alternative Mode Share Targets. Zoning District: HD (Hospital District). Environmental Review: Project is Consistent with the 2011 Certified Environmental Impact Report (EIR) for the SUMC Facilities Renewal and Replacement Project. (FIRST READING: October 23, 2023 PASSED 4‐2‐1, Lythcott‐Haims and Tanaka No, Veenker Recused)
14. SECOND READING: Interim Ordinance Temporarily Continuing Expansion of Outdoor Dining Retail and Other Activities until December 31, 2024 (FIRST READING: November 7, 2023 PASSED 5‐2, Kou, Veenker no)
15. SECOND READING: Adoption of an Ordinance Renewing the Police Department's Military Equipment Use Policy Under AB 481 (FIRST READING: November 13, 2023 PASSED 7‐0)
CITY MANAGER COMMENTS (7:15 ‐ 7:30 PM)
BREAK (5‐10 MINUTES)
ACTION ITEMS (Item 16: 7:40 ‐ 9:10 PM, Item 17: 9:10 ‐ 10:10 PM) Include: Report of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Report of Officials, Unfinished Business and Council Matters.
16. PUBLIC HEARING: Adoption of an Ordinance Amending the Palo Alto Municipal Code to Add Chapter 9.65 and Amend Chapter 9.72 to Establish a Mandatory Registry Program of Residential Rental Units in the City of Palo Alto; Provide Direction to Staff on the Rental Registry Program Implementation. CEQA Status – Exempt under CEQA Guidelines Section 15061(b)(3).
17. Policy and Services Committee Recommendations for Changes to the City Council Procedures and Protocols Handbook based on Prior City Council Referrals
ADJOURNMENT
INFORMATION REPORTS
Information reports are provided for informational purposes only to the Council and the public but are not listed for action during this meeting’s agenda.
18. Safe Streets for All (SS4A) Action Plan & Safe System Approach Introduction OTHER INFORMATION
Standing Committee Meetings this week
Finance Committee November 28, 2023
Public Comment Letters
Schedule of Meetings
PUBLIC COMMENT INSTRUCTIONS
Members of the Public may provide public comments to teleconference meetings via email, teleconference, or by phone.
1. Written public comments may be submitted by email to [email protected].
2. For in person public comments please complete a speaker request card located on the table at the entrance to the Council Chambers and deliver it to the Clerk prior to discussion of the item.
3. Spoken public comments using a computer or smart phone will be accepted through the teleconference meeting. To address the Council, click on the link below to access a Zoom‐based meeting. Please read the following instructions carefully.
You may download the Zoom client or connect to the meeting in‐ browser. If using your browser, make sure you are using a current, up‐to‐date browser: Chrome 30 , Firefox 27 , Microsoft Edge 12 , Safari 7 . Certain functionality may be disabled in older browsers including Internet Explorer. Or download the Zoom application onto your smart phone from the Apple App Store or Google Play Store and enter in the Meeting ID below.
You may be asked to enter an email address and name. We request that you identify yourself by name as this will be visible online and will be used to notify you that it is your turn to speak.
When you wish to speak on an Agenda Item, click on “raise hand.” The Clerk will activate and unmute speakers in turn. Speakers will be notified shortly before they are called to speak.
When called, please limit your remarks to the time limit allotted. A timer will be shown on the computer to help keep track of your comments.
4. Spoken public comments using a phone use the telephone number listed below. When you wish to speak on an agenda item hit *9 on your phone so we know that you wish to speak. You will be asked to provide your first and last name before addressing the Council. You will be advised how long you have to speak. When called please limit your remarks to the agenda item and time limit allotted.
CLICK HERE TO JOIN Meeting ID: 362‐027‐238 Phone: 1‐669‐900‐6833 Americans with Disability Act (ADA) It is the policy of the City of Palo Alto to offer its public programs, services and meetings in a manner that is readily accessible to all. Persons with disabilities who require materials in an appropriate alternative format or who require auxiliary aids to access City meetings, programs, or services may contact the City’s ADA Coordinator at (650) 329‐2550 (voice) or by emailing [email protected]. Requests for assistance or accommodations must be submitted at least 24 hours in advance of the meeting, program, or service.
6 Special Meeting November 27, 2023
Materials submitted after distribution of the agenda packet are available for public inspection at
www.CityofPaloAlto.org/agendas
.
City Council
Staff Report
Report Type: SPECIAL ORDERS OF THE DAY
Lead Department: City Clerk
Meeting Date: November 27, 2023
Report #:2310-2188
TITLE
Proclamation Honoring iSing’s Performance at the 2023 World Choir Games
ATTACHMENTS
Attachment A: iSing Proclamation
APPROVED BY:
Mahealani Ah Yun, Interim City Clerk
Item 2
Item 2 Staff Report
Item 2: Staff Report
Pg.
1 Packet Pg. 7 of 339
Proclamation
Honoring iSing Silicon Valley’s Performance at the 2023 World Choir Games
WHEREAS, iSing Silicon Valley, a Palo Alto-based nonprofit, was founded in 2013 and has since established a deeply committed and talented musical community that brings together over 300 primary and secondary school girls in joyous music; and
WHEREAS, through its rigorous musical training and growth opportunities, iSing nurtures girls’ individual voices, engage s singers in an inclusive and collaborative community, and empowers them to pursue their ambitions; and
WHEREAS, iSing is internationally renowned. Its choirs have performed in South Korea, France, Denmark, Norway, Sweden, Austria, the Czech Republic, and Germany, and have collaborated with world- class artists; and
WHEREAS, iSing won Dale Warland Singers Commission Award at Chorus America 2018 and the Grand Prize at the 8th International Robert Schumann Choral Competition in Zwickau Germany in 2018; and WHEREAS, iSing celebrates diversity through music by performing works from many cultures, commission works from under -represented composers and creating opportunities from singers to respond to the world through song; and
WHEREAS, iSing was one of only two U.S. choirs invited to compete in the 2023 World Choir Games, the largest international choir competition . iSing won the “Champions of the World” title in the Musica Sacra a cappella category and the gold medal in the Youth Choirs of Equal Voices category.
NOW, THEREFORE I, Lydia Kou, Mayor of the City of Palo Alto, on behalf of the entire City Council, do hereby honor and congratulate iSing Silicon Valley for its achievements at the 2023 World Choir Games and commend iSing Silicon Valley for a decade of artistic excellence.
Presented: November 27, 2023
______________________________
Lydia Kou
Mayor
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Proclamation
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City Council
Staff Report
Report Type: CONSENT CALENDAR
Lead Department: City Clerk
Meeting Date: November 27, 2023
Report #:2311-2217
TITLE
Approval of Minutes from November 6, 2023 Meeting
RECOMMENDATION
That the minutes be reviewed and approved.
ATTACHMENTS
Attachment A: November 6, 2023 Draft Action Minutes
APPROVED BY:
Mahealani Ah Yun
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CITY COUNCIL
DRAFT ACTION MINUTES
Regular Meeting
November 6, 2023
The City Council of the City of Palo Alto met on this date in the Council Chambers and by virtual teleconference at 5:30 P.M.
Present In Person: Burt, Kou, Lauing, Stone, Tanaka, Veenker Present Remotely: Lythcott-Haims
Absent:
Special Orders of the Day
1. Proclamation Honoring Olenka Villarreal
Closed Session
2. CONFERENCE WITH REAL PROPERTY NEGOTIATORS Authority: Government Code Section 54956.8 Property: 1175 North San Antonio Road, Palo Alto (Informally known as the former Los Altos Treatment Plant site) Negotiating Party: Santa Clara Valley Water District City Negotiators: (Ed Shikada, Brad Eggleston, Karin North, Sunny Tong) Subject of Negotiations: Lease Price and Terms of Payment
MOTION: Vice Mayor Stone moved, seconded by Council Member Veenker to go into Closed Session.
MOTION PASSED: 7-0
Council went into Closed Session at 5:46 P.M.
Council returned from Closed Session at 7:05 P.M.
Mayor Kou announced no reportable action.
Consent Calendar
Council Member Tanaka registered a no vote on Agenda Item Number 4.
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Mayor Kou registered a no vote on Agenda Item Number 4.
Council Member Tanaka registered a no vote on Agenda Item Number 7.
Council Member Lythcott-Haims recused on Agenda Item Number 8.
MOTION: Vice Mayor Stone moved, seconded by Council Member Burt to approve Agenda Item Numbers 3-8.
MOTION SPLIT FOR THE PURPOSE OF VOTING
MOTION PASSED ITEMS 3, 5-6: 7-0
MOTION PASSED ITEM 4: 5-2, Kou, Tanaka no
MOTION PASSED ITEM 7: 6-1, Tanaka no
MOTION PASSED ITEM 8: 6-0-1, Lythcott-Haims Recuse
3. Approval of Minutes from October 16, 2023 Meeting
4. Approval to Proceed with Design of Improvements for Permanent Installation of the Traffic Calming Pilot Project in the Crescent Park Neighborhood
5. Approval of the Acceptance of State of California Citizens Options for Public Safety (COPS) Funds of $194,400 and a Budget Amendment in the Supplemental Law Enforcement Services Fund (2/3 vote required) for front-line law enforcement expenses
6. Approval of First Amendment to the Santa Clara County Recycling and Waste Reduction Commission Technical Advisory Committee Memorandum of Agreement. CEQA Status - Not a project.
7. Approval of General Services Agreement Contract C24185703A with SWA Services Group, Inc. for a five-year term in an Amount N ot-to-Exceed $19,327,547 for Janitorial Cleaning and Maintenance Services, and Approval of a Fiscal Year 2024 Budget Amendment in the General Fund; CEQA status – Not a Project.
8. CONSENT: Second Reading of Electrification Equipment Ordinance adopted October 2, 2023 amending the Palo Alto Municipal Code Title 18 (Zoning) Chapters 18.04 (Definitions), 18.10 (Low -Density Residential), 18.12 (R -1 Zones), 18.13 (Multiple Family Residential Zones),18.40 (General Standards and Exceptions), and 18.54 (Parking Facilities Design Standards) and Title 9, Chapter 9.10 (Noise) to Further Facilitate the Installation of Electrification Equipment in Residential Neighborhoods. CEQA Status – Exempt under CEQA Guidelines sections 15061(b)(3) and 15301.
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DRAFT ACTION MINUTES
City Council Meeting
Draft Action Minutes: 11/06/2023
City Manager Comments
Ed Shikada, City Manager
Action Items
9. Approval of a Contract with Urban Field Studio (C24188179) for a Not -to-E xceed Amount of $384,990 for the Car -fr
ee Streets Alternatives Study; Adopt an Interim Ordinance Continuing Parking Lot and Sidewalk Dining through March 2024 and On -S treet Dining
through December 2024; Adopt Resolutions Extending the City Manager’s Authority to Temporarily Close Portions of California Avenue and Ramona Street through December 2024; Provide Direction on the Street Configuration of California Ave. and Ramona St. during the Study Period; and Approval of a FY 2024 Budget Amendment in the General Fund. CEQA Status
- C
ategorically exempt under CEQA Guidelines Sections 15301 (existing facilities) and 15304(e) (minor temporary use).
M
OTION: Council Member Lauing moved, seconded by Council Member Lythcott-Haims to direct staff to return with the necessary actions to implement the following:
1. California Avenue Portions:
a. Maintain California Avenue as a car-free street with current areas of street closure to be made permanent.
b. Pedestrian traffic be directed to the sidewalks to increase visibility of retailers. c. Implement a Permanent Parklet Program based on the adopted program City- wide except on Car -Free streets , but adjuste d for contextual differences on California Avenue if necessary.
d. Create two-way slow bike lane down the center of California Avenue in the car - free area.
e. Install gateway way signs at Cambridge and Sherman on El Camino, and on Page Mill. Install wayfinding signage on Cal ifornia Ave primarily to promote retail businesses and events.
f. Conduct regularly scheduled street clean up and maintenance. g. Initiate a branding program based on the historic and contemporary strengths of the California Ave/Mayfield district.
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h. Explore reorienting the stalls of our farmers market to face the other businesses to be more synergistic and or other options that could benefit the farmers market and the existing businesses consistent with pedestrian traffic.
2. Ramona Street Portions:
a. Maintain Ramona Street as a car- free street as -is with closure to be made permanent.
b. Initiate branding of the historic Ramona Street district, add wayfinding signage, and conduct regular street clean up and maintenance.
In addition, Council approves the following:
A. Adopt the attached Interim Ordinance Continuing On- Street Outdoor Dining until December 31, 2024 and Some Parking Lot and Sidewalk Uses through March 2024; and B. Adopt the attached Resolutions extending the City Manager’s authority to temporarily close portions of California Avenue and Ramona Street through December 31, 2024.
C. The Council Liaison to the business districts be involved and included in the meetings with staff and outreach with the stakeholders.
MOTION PASSED: 5-2, Veenker, Kou no
10. L
EGISLATIVE: Adopt Ordinances Amending Planned Community Ordinance 2343 for 2901- 2 905 Middlefield Road and Establishing a Separate Planned Community Zoning Designation for 702 Ellsworth Place to Enable the Development of a new Single -St ory,
Single-Fami
ly Residence. CEQA Status
-- C
ategorically Exempt Under CEQA Guidelines
Sections 15061(b)(3), 15301, and 15303 (Continued from September 18, 2023) A
genda item number 10 was deferred to a date to be determined.
Adjournment: The meeting was adjourned at 11:13 P.M.
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DRAFT ACTION MINUTES
City Council Meeting
Draft Action Minutes: 11/06/2023
ATTEST: APPROVED:
____________________ ____________________
City Clerk Mayor NOTE: Action m inutes are prepared in accordance with Palo Alto Municipal Code (PAMC)
2.04.160(a) and (b). Summary minutes (sense) are prepared in accordance with PAMC Section
2.04.160(c). Beginning in January 2018, in accordance with Ordinance No. 5423, the City Council found action minutes and the video/audio recordings of Council proceedings to be the official records of both Council and committee proceedings. These recordings are available on the City’s website.
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Utilities
Meeting Date: November 27, 2023
Staff Report: 2309-1980
TITLE
Approval of Professional Services Contract Number C24185875 With Woodard & Curran in an Amount Not to Exceed $498,866 for the Sewer Master Plan Study Services for a Period of two Years
RECOMMENDATION
Staff recommends the Council approve and authorize the City Manager or designee to execute Contract No. C24185875 (Attachment A), with Woodard & Curran, to provide the Sewer Master Plan Study and related services over a term of two years, for a total amount not-to-exceed $498,866 for basic services.
BACKGROUND
The City of Palo Alto owns and operates 206 miles of gravity sewer main pipelines that range from 6 to 72 inches in diameter; as well as one lift station that is connected to a 10-inch diameter, 900 linear foot force main in Foothills Park.
As with all cities and agencies responsible for utility systems that serve the public, the City must ensure that it is appropriately planning for, prioritizing, and making effective use of its capital funds to maintain and upgrade its sewer infrastructure. It has been nearly 20 years since the City last prepared a sewer master plan with the previous studies performed by CDM, Inc. in 1988 and by MWH in 2004. Since that time the City addressed many of the identified capacity deficiencies through capital improvement projects and has continued to make progress in rehabilitating and replacing older sewer mains with condition deficiencies. Since the 2004 master plan, private development has continued, therefore flows and flow patterns likely have changed.
The sewer master plan study will evaluate the City’s existing wastewater collection system, flows, and flow patterns to determine the adequacy of the system’s hydraulic capacity to meet current and anticipated future wastewater flow demands. Woodard & Curran will recommend and prioritize capital improvement projects, identify any capacity deficiency, and assess the condition of the lift station in Foothills Park and recommend an appropriate course of action for any needed improvements. Woodard & Curran will use modern, more advanced technologies to update the sewer master plan, which will serve as a guiding document for the City to appropriately manage Item 5
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the sewer utility and help ensure that the wastewater collection system has the capacity to accommodate future development discharges.
ANALYSIS
The Utilities Department Engineering Division requested proposals from qualified engineering consultants to conduct an engineering study on the present and future needs of the City’s wastewater collection system, develop a sanitary sewer system hydraulic model, use the model to perform a capacity analysis of the sanitary sewer system, and prepare a Master Plan of recommended capital improvement projects to address identified capacity deficiencies.
Solicitation Process
A request for proposals (RFP) for the project was posted on September 26, 2022 in PlanetBids, the City’s eProcurement platform at the time. The solicitation period was posted for 29 days and 3 proposals were received. The solicitation closed on October 24, 2022.
Summary of Request for Proposal
Proposal Description Sewer Master Plan RFP No. 185875
Proposed Length of Project 16 months
Number of Proposal Packages Downloaded 17
Total Days to Respond to Proposal 29
Pre-Proposal Meeting Yes, Non-Mandatory
Pre-Proposal Meeting Date 10/3/2022
Number of Proposals Received 3
Proposal Price Range $611,198 to $869,160
Public Link to Solicitation https://pbsystem.planetbids.com/portal/2 5569/bo/bo-detail/98350
Due to a higher priority project (i.e. Sewer System Rehabilitation #31) and staffing constraints, the sewer master plan was delayed for about a year. The proposals were evaluated and determined to be responsive to the criteria identified in the RFP. Woodard & Curran was selected because of the quality and effectiveness of their services, the experience of their field staff, prior record of performance with the City, and their ability to provide future services. Additionally, Woodard & Curran’s cost for basic services ($611,198) was significantly lower than the other proposals ($869,160 and $695,900). Woodard & Curran held the prices they submitted in their RFP response.
The City engaged Woodard & Curran in a discussion regarding their proposed scope of work.
Sewer master plan studies’ level of effort are primarily governed by the number of flow monitors deployed in the collection system to measure current flows. Given that the City maintains four permanent collection system flow meters, together with Woodard & Curran’s knowledge of the Item 5
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City system, the number of flow meters was reduced from 25 to 20, which reduced the flow monitoring task fee by approximately 18% and shortened the overall project duration by approximately 20%. The final, negotiated contract cost is $498,866.
This contract is on the City’s professional services template, which permits the City to terminate without cause/for convenience by providing written notice to the contractor. In the event the City finds itself facing a challenging budget situation, and it is determined that City resources need to be refocused elsewhere, the City can terminate for convenience. Other options include termination due to non-appropriation of funds or amending the contract to reduce the cost, for example, by reducing the scope of work. The contract may also be temporarily suspended by written notice of the City Manager.
FISCAL/RESOURCE IMPACT
Funding of $498,866 is available in the FY 2024 Proposed Capital Budget under WC-15002 Wastewater System Improvements.
ENVIRONMENTAL REVIEW
Developing a sewer master plan is not a project under California Environmental Quality Act (CEQA) as defined in CEQA Guidelines, section 15378, because it has no potential for resulting in either a direct or reasonably foreseeable indirect physical change in the environment. Any future capital improvements recommended in the new master plan will be subject to CEQA analysis at the time of approval.
ATTACHMENT
Attachment A: Woodard & Curran Contract No. C24185875
APPROVED BY:
Dean Batchelor, Director of Utilities
Staff: Nelson Schlater, Principal Wastewater Engineer
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Professional Services
Rev. Dec.15, 2020
CITY OF PALO ALTO CONTRACT NO. C24185875
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND WOODARD & CURRAN, INC.
This Agreement for Professional Services (this “Agreement”) is entered into as of the 27th day of November, 2023 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and WOODARD & CURRAN, INC. , a corporation, located at 2175 North California Blvd., Suite 315, Walnut Creek, CA 94596 (“CONSULTANT”).
The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference:
RECITALS
A. CITY intends to adopt a n updated Sewer Master Plan for the City of Palo Alto ( the “Project”) and desires to engage a consultant to develop the new sewer master plan, to help analyze the sanitary sewer system capacity needs, account for new development, and provide a rigorous cost effective approach for identifying future rehabilitation needs 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 November 26, 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, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT.
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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 Four Hundred Ninety- Eight Thousand Eight Hundred Sixty-Six Dollars ($498,866). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.
Optional Additional Services Provision (This provision applies only if checked and a not-to-exceed compensation amount for Additional Services is allocated below under this Section 4.)
In addition to the not-to-exceed compensation specified above, CITY has set aside the not- to-exceed compensation amount of D ollars ($ ) 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 Dollars ($ ) , as detailed in Exhibit C.
“Additional Services” means any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit A. CITY may elect to, but is not required to, authorize Additional Services up to the maximum amount of compensation set forth for Additional S ervices in this Section 4. CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section . Additional Services, if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1, entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.
To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully exec uted Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4 .
CONSULTANT shall only be compensated for Additional Services performed under an authorized Task Order and only up to the maximum amount of compensation set forth for Additional Services in this Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement.
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SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the S ervices performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it , its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this A greement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances.
SECTION 7. COMPLIANCE WITH LAWS . CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement , as amended from time to time . CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services , arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change or der markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more , CONSULTANT shall make recommendations to CITY for aligning the P roject design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which CONSULTANT performs the S ervices requested by CITY under this Agreement.
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CONSULTANT and any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT wi ll be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities re lated to CONSULTANT’s performance of the S ervices, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT ’s provision of the Services only, and not as to the means by which such a result is obtained.
SECTION 11. ASSIGNMENT . The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written approval of the C ity Manager. Any purported assignment made without the prior written approval of the City Manager will be void and without effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the parties.
SECTION 12. SUBCONTRACTING.
Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the Services to be performed under this Agreement without the prior written authorization of the City Manager or designee. In the event CONSULTANT does subcontract any portion of the work to be performed under this Agreement, CONSULTANT shall be fully responsible for all acts and omissions of subcontractors.
Option B: Subcontracts Authorized: Notwithstanding Section 11 (Assignment) above, CITY agrees that subcontractors may be used to complete the Services. The subcon tractors authorized by CITY to perform work on this Project are:
ADS Environmental
Robert L. Talavera LLC
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 Gisa Ju, Telephone:
925-627-4139, 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 DocuSign Envelope ID: A40A7E4A-4FF2-4498-83B3-4FE552F5B9D8 Item 5
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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 Nelson Schlater , Utilities Department, WGW Engineering Division, 1007 Elwell Court, Palo Alto, CA 94303, Telephone: 650-566-4518, 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 1 4. OWNERSHIP OF MATERIALS . A ll work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product available to any individual or organization without the prior written approval of the C ity Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services.
SECTION 15. AUDITS . CONSULTANT agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, CONSULTANT’s records pertaining to matters covered by this Agreement, includi ng without limitation records demonstrating compliance with the requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later.
SECTION 16. INDEMNITY.
16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and 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.
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16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its officers, employees, agents or contractors under this Agreement.
16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 2 9.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A -:VII or higher which are lice nsed 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, 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, DocuSign Envelope ID: A40A7E4A-4FF2-4498-83B3-4FE552F5B9D8 Item 5
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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 CONSUL TANT. If CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided under this Agreement or at law, the City Manager may terminate this Agreement sooner upon written notice of termination. Upon receipt of any notice of suspension or termination , CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination.
19.2. In event of suspension or termination, CONSULTANT wi ll deliver to the City Manager on or before the effective date in the notice of suspension or termination, any and all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed, prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such work product is the property of CITY, as detailed in Section 14 (Ownership of Materials).
19.3. In event of suspension or termination, CONSULTANT will be paid for the Services rendered and work products delivered to CITY in accordance with the Scope of Services up to the effective date in the notice of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s S ervices provided in material conformity with this Agreement as such determination is made by the Ci ty 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
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To CONSULTANT: Attention of the P roject Manager at the address of CONSULTANT recited on the first page of this Agreement.
CONSULTANT shall provide written notice to CITY of any change of address.
SECTION 21. CONFLICT OF INTEREST.
21.1. In executing this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further c ovenants that, in the performance of this Agreement, it will not employ subcontractors or other persons or parties having such an interest.
CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California, as amended from time to time . CONSULTANT agrees to notify CITY if any conflict arises.
21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by the Regulations of the Fair Political Practices Commission, CONSULTANT will file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time.
SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.
22.1. As set forth in Palo Alto Municipal Code S ection 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregna ncy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section
2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment.
22.2. CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor or subcontractor, are required to be accessible to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a manner that complies with the ADA and any other applicable federal, state and local disability rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate against persons with disabilities in the provision of services, benefits or activities provided under this Agreement.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with t he CITY’s Environmentally DocuSign Envelope ID: A40A7E4A-4FF2-4498-83B3-4FE552F5B9D8 Item 5
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Preferred Purchasing p olicies which are available at CITY ’s Purchasing Department , hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include, first, minimizing and reducing waste; second, reusing waste ; and, third, recycling or composting waste. In particular, C ONSULTANT shall comply with the following Zero Waste requirements:
(a) All printed materials provided by CONSULTANT to C ITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY ’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable-based inks. (b) Goods purchased by C ONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT , at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed.
SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE .
CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060.
SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This S ection shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement.
SECTION 2 6. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS.
26.1. This Project is not subject to prevailing wages and related requirements. CONSULTANT is not required to pay prevailing wages and meet related requirements under the California Labor Code and California Code of Regulations in the performance and implementation of the Project if the contract:
(1) is not a public works contract;
(2) is for a public works construction project of $25,000 or less, per California DocuSign Envelope ID: A40A7E4A-4FF2-4498-83B3-4FE552F5B9D8 Item 5
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Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or (3) is for a public works alteration, demolition, repair, or maintenance project of $15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j).
SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS” . For purposes of this Section 27, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. ( Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code Section 9204, for Public Works Projects , certain claims procedures shall apply, as set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”.
This Project is not a 9204 Public Works Project.
SECTION 28. CONFIDENTIAL INFORMATION.
28.1. In the performance of this Agreement, CONSULTANT may have access to CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of its obligations to CITY under this Agreement and for no other purpose.
CONSULTANT will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information.
Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform CONSULTANT’s obligations to CITY under this Agreement and for no other purpose, provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement.
28.2. “Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil Code S ection 1798 et seq., as amended from time to time) and materials, in any form or media, tangible or intangible, provided or otherwise made available to CONSULTANT by CITY, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a breach of this Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by CONSULTANT from a third party without breach of any confidentia lity 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 control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if any), the exhibits shall control.
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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.
29.10 Neither party shall be responsible or liable to the other for special, indirect or consequential damages.
SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is selected below, is hereby attached and incorporated into this Agreement by reference as though fully set forth herein:
EXHIBIT A: SCOPE OF SERVICES
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS
THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED.
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CONTRACT NO. C24185875 SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement as of the date first above written.
CITY OF PALO ALTO
____________________________
City Manager
APPROVED AS TO FORM:
__________________________
City Attorney or designee
WOODARD & CURRAN, INC.
By:__________________________________
Name:_______________________________
Title:________________________________
By:__________________________________
Name:_______________________________
Title:________________________________
DocuSign Envelope ID: A40A7E4A-4FF2-4498-83B3-4FE552F5B9D8 Dave Richardson
Senior Vice President
David Remick
Executive Vice President, CFO
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EXHIBIT A
SCOPE OF SERVICES
CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF SERVICES”.
General Scope:
As directed by and in coordination with City, Woodard & Curran (“Consultant”) shall develop a Sewer Master Plan Study for the City of Palo Alto to help analyze sanitary sewer system capacity needs, account for new development, and provide a rigorous cost-effective approach for identifying future rehabilitation needs.
Detailed Scope:
Task 1 – Project Management
This task includes meetings and coordination with the City and the project team, as well as contract administration, budget and schedule tracking, progress reporting, and implementation of Consultant’s quality assurance/quality control (QA/QC) program.
Subtask 1.1 – Project Administration. Consultant will use the Integrated Schedule and Budget Management (ISBM) method to monitor project budget and schedule throughout the project.
This subtask also includes subcontract administration, preparation of invoices, and preparation of monthly progress reports to document the work completed during the previous month, anticipated work for the coming month, and any project issues, action items, and decisions made.
Subtask 1.2 – Progress Meetings and Phone Calls. In addition to the workshops noted under tasks below, Consultant will participate in periodic progress teleconference meetings during the project. Consultant will prepare agenda for the meetings; action items and decisions will be documented in the monthly progress reports. In addition to formal meetings, the Consultant and City project managers may hold brief telephone calls to check-in on progress, data and scheduling needs.
Subtask 1.3 – Quality Assurance/Quality Control. Consultant will hold an internal Senior Technical Approach Review (STAR) workshop at the start of the project. Deliverables review and checking are included under respective tasks.
Deliverables:
• Monthly invoices and progress reports
• Project schedule updates
• Meeting agenda and action/decision item summaries
Assumptions:
• 20-month project duration (see schedule)
• Total of 4 progress meetings over the course of the study • Progress meetings will be held virtually
Task 2 – General Information Collection
Under this task, Consultant will review existing data and information related to the Sewer Master Plan Study and hold a kickoff meeting with City staff who will be involved in providing information, establishing and approving study methodology and criteria, and reviewing study deliverables.
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Subtask 2.1 – Review Documents, Maps, and Files.
This subtask includes the collection and review of information needed for the study. Consultant will prepare a request list of additional or updated data and information that may be relevant to the study effort. The information may include additional data, facility information and other required information including but not limited to:
• The City’s most current digital collection system map and database in GIS • Current GIS base mapping, including parcels, streets, and other relevant layers • Digital mapping related to the City’s existing land uses, general plan or other specific planning areas, as available
• Record drawings of any sewer facilities for which up-to-date data is not included in the current GIS
• Foothills Lift Station data, record drawings and operating information • Latest County tax assessor’s database for the City’s service area or similar City database, which includes parcel land use information, or data related to parcel use, dwelling units, lot sizes, etc.
• Information on development projects currently in the planning/permitting process (“projects in the pipeline”)
• Census data and other data on population and housing projections (e.g., ABAG) • Water consumption and sewer billing data by parcel or premise (e.g., monthly water use for winter months for past 2 to 3 years), as available
• Groundwater and industrial discharge permit and flow information • Current and historical permanent flow meter data
• Historical rainfall records
• Operations and maintenance records and information on known sewer “hot spots” • CCTV inspection data and defect ratings/scoring
• Rehabilitation project plans
• Historical cost data/bid tabulations from City sewer projects • City’s Water, Gas, and Wastewater Utility Standards
• Sewer model developed for the City’s 2004 master plan and updated for development reviews conducted in 2008 by Consultant (RMC)
• Previous master plan report
• Current Sewer System Management Plan
• Current 5-year Capital Improvement Plan
In addition, Consultant will interview relevant City engineering and operations staff if necessary to supplement the information available in documents, maps, and files. For any data that is not available but critical for the study, Consultant will recommend an approach for obtaining the information or making use of existing data, and will discuss this approach with the City.
Subtask 2.2 – Kickoff Meeting/Workshop #1. Consultant will conduct a kickoff meeting with City staff to discuss the project scope, approach, schedule and assumptions, communications protocol and initial data needs for moving forward with the project activities. Consultant will prepare agenda and minutes for the meeting; action items and decisions will be documented in meeting minutes.
Deliverables:
• Data request list
Assumptions:
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• Kickoff meeting will be held virtually
Task 3 – Flow Monitoring
This task includes both review of historical and available permanent flow meter data, as well as conducting a system-wide temporary flow monitoring program during the 2023/24 wet weather season to collect data to quantify dry and wet weather flows and calibrate the hydraulic model.
Analysis of the flow monitoring data to quantify flow components and calibrate the model is included under hydraulic model development in Task 6.
Subtask 3.1 – Review Available Permanent Meter Data. Under this subtask, Consultant will compile and review the City’s permanent meter data. Consultant will also identify other permanent meter data that may be useful to supplement the data collected by the City, including flow monitoring data from Stanford University or other Regional Water Quality Control Plant partner agencies.
Subtask 3.2 – Prepare Flow Monitoring Plan. Consultant will prepare a flow monitoring plan Technical Memorandum (TM) to describe the strategy for the flow monitoring program and identify recommended sites for meter and rain gauge placement. The plan will consider the location of previous meters under the 2002 monitoring program, as well as other critical sites (e.g., flow diversion locations, discharge points from Los Alto Hills (LAH) system, locations of major groundwater discharges that the City may wish to re-direct to the sanitary sewer system in the future, or areas with anticipated significant future development). In preparing the plan, Consultant will solicit City staff input into the proposed meter locations. The plan will include maps showing the meter sites (and alternate sites should any of the primary sites be found to be unsuitable based on the field reconnaissance under Subtask 3.3) and tributary areas, as well as a system schematic showing the location of the meters with respect to each other. The draft plan will be submitted to the City for review and approval.
Subtask 3.3 – Conduct Flow Monitoring Program. After the City’s review and approval of the flow-monitoring plan, Consultant’s flow monitoring subconsultant, ADS Environmental Services (ADS), will conduct a reconnaissance of the flow monitoring sites to confirm the locations are appropriate for monitoring from the standpoint of hydraulic conditions, safety, and access. ADS will also determine the appropriate meter type for the specific hydraulic conditions at each site (all gravity flow meters will be area-velocity type, capable of recording both flow depth and velocity). ADS will obtain necessary permits and submit traffic control plans as required by the City. ADS will then install, calibrate and maintain the flow meters for up to two months during the 2023/24 wet weather season (likely during the December/January/February timeframe, to be determined jointly by Consultant and City) and remove the flow meters at the end of the monitoring period. In addition, three recording rain gauges will also be installed to capture rainfall data during the flow monitoring period. ADS will download the data remotely to its web-based data delivery system, PRISM. Consultant will review the flow monitoring data during the flow monitoring period to check data quality and consistency. ADS will provide final electronic data files (15-minute data) at the conclusion of the monitoring and a report including general description of the program, site reports, tabular summaries of the data, and graphs of flow depth, velocity and flowrate and rainfall for each meter. Analysis of the flow monitoring data to quantify infiltration/inflow (I/I) and develop design flows is an integral part of model calibration and will be conducted as part of Task 6.
Deliverables:
• Flow Monitoring Plan TM
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• Flow monitoring data (electronic files)
• Flow monitoring report
Assumptions:
• Flow monitoring program will include 20 meters and 3 rain gauges installed for a period of two months during the 2023/24 wet weather season. Additional meters may be authorized by the City based upon an agreed upon unit cost. • City will provide access to meter sites and cleaning of debris if needed prior to meter installation.
• City will be responsible for (or waive) encroachment permit fees. • Standard traffic control plans and basic traff ic control will be provided (two persons, 15 cones, 2- 3 signs and one vehicle -mounted flashing arrow board). City will provide additional traffic control if needed, or project budget will be adjusted to include preparation of site-specific traffic control plans and/or additional traffic control services.
Task 4 – Develop Land Use Planning Information and Parcel Loads Under this task, Consultant will develop estimates of existing and future base wastewater flows for input to the hydraulic model.
Subtask 4.1 – Review Planning Documents and Meet with Planning and Utilities Customer Service Staff. Through the data collection efforts under Task 2 and interviews with Planning and Utilities Customer Service staff, Consultant will identify the most useful source of information for developing land use projections and parcel-based wastewater loads. Consultant will also discuss specific planning issues and potential growth or redevelopment areas in the City, the potential timing of future development, as well as the best approach for incorporating future construction of accessory dwelling units (ADUs) in the flow projections.
Subtask 4.2 – Develop Parcel-Level Flows and Factors. Consultant will review existing data collected under Task 2 and discussions with Utilities Customer Service staff to determine the best approach for using this data to develop existing base wastewater flows. It is anticipated that winter water use and/or City sewer billing records will be the primary source of data for developing existing parcel loads. Winter water use will be summarized by customer category/land use type to develop preliminary estimates of unit flow factors that can be applied to future parcel loads. (Flow factors will be validated through dry weather model calibration, as discussed under Task 6.) Based on information collected and discussions with City planning staff, Consultant will tabulate future land use information at the parcel level, drawing upon the various available sources of information described above. The parcel-based land uses and flows developed in this subtask will be compiled in a GIS database for use in developing model loads under Task 6.
Subtask 4.3 - Develop Point Source and Large User Flows. Commercial, industrial, and/or institutional users which may contribute significantly greater flows than average or exhibit atypical discharge patterns will be identified individually based on water use data, industrial monitoring records, or other information provided by City staff. These will also include specific permanent and temporary groundwater dischargers that may currently or in the future discharge flows to the sanitary sewer system, such as the Oregon Expressway Underpass pump station and the City Hall dewatering facility.
Deliverables:
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• Meeting agenda and minutes
• Parcel loads GIS database
Assumptions:
• City will provide monthly winter water consumption data by assessor parcel number or address (or equivalent location identifier) and customer type Task 5 – Develop Design Flow and Hydraulic Criteria
This task includes working collaboratively with City staff to confirm and refine, as necessary, the design flow and hydraulic performance criteria on which the capacity requirements of the system will be evaluated for the Master Plan.
Subtask 5.1 – Develop Design Flow and Hydraulic Criteria. Consultant will work with the City to develop the appropriate design storm and hydraulic criteria to be used for assessing the capacity of existing sewer facilities and sizing new facilities. In addition to the design storm, these criteria will include Manning’s “n” factors and maximum d/D values or acceptable level of surcharge (or minimum freeboard). A brief TM will be prepared to provide background information and recommendations for the City to review and serve as basis for discussion.
Subtask 5.2 – Workshop #2. Consultant will participate in a workshop with City staff to discuss design flow and hydraulic criteria. Consultant will prepare agenda and minutes for the meeting; decisions will be documented in meeting minutes. Discussions and decisions made at the workshop will be incorporated into the TM prepared under Subtask 5.1.
Deliverables:
• TM on Design Flow and Hydraulic Criteria
• Workshop agenda and minutes
Task 6 – Sewer System Hydraulic Model Development
Consultant will develop and calibrate a new hydraulic model of the City’s sewer system in InfoWorks ICM software. The model will include all City-owned mainline sewers in the system for which pipe invert elevation data are available in the City’s GIS. Consultant will use its own licenses to InfoWorks ICM for the modeling work.
Subtask 6.1 – Model Development and Network Validation. Consultant will start the model development process by importing the City’s sewer GIS data directly into the InfoWorks model database. The previous trunk model will be used as a reference to verify and refine model data.
Following the initial import of the GIS data, a QA/QC process called “model validation” will be used to verify the data before beginning any model runs. This process includes checking network connectivity (using “tracing” routines in InfoWorks) and data completeness and reasonableness for apparent discrepancies (e.g., missing data, negative pipe slopes, outlet pipe invert elevations higher than inlet elevations, etc.). Missing or suspect data will be identified for resolution by the City (through record drawings or field verification) and provided by the City in an updated GIS database), or Consultant will make reasonable inferences as appropriate. Any remaining small diameter pipes that do not have invert elevation data will be excluded from the model. The source of any new or corrected data in the model will be documented directly in the model database using InfoWorks “flags” and notes, so that this information can be provided back to the City for updating its GIS files. Note that in a system such as Palo Alto where a considerable amount of new high-density polyethylene (HDPE) sewer has been installed via pipe bursting, it will be important for the City to provide data needed to identify pipe material in order DocuSign Envelope ID: A40A7E4A-4FF2-4498-83B3-4FE552F5B9D8 Item 5
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to accurately attribute the correct inside diameter to each pipe in the model.
Each parcel in the City will be considered a “subcatchment” in the model, with its existing and future wastewater load determined based on the work completed under Task 4. Using the City’s lateral and lateral connection GIS data, parcel loads will be assigned to the appropriate pipe in the model. Information about each parcel used to determine its load (e.g., customer type, development name, number of dwelling units, etc.) will also be documented in user fields in the model database and/or in a separate geodatabase.
Subtask 6.2 – Model Calibration. Consultant will use the City’s permanent flow monitoring data and temporary monitoring data collected as part of this study to calibrate the hydraulic model. The model will first be calibrated for dry weather flows to confirm the base wastewater flow estimates developed under Task 4, as well as to refine diurnal wastewater profiles and non- rainfall groundwater infiltration (GWI) rates. GWI is estimated based on the difference between model-simulated base wastewater flows and observed flows at the meter sites, and expressed as a unit areal flow (gpd/acre) distributed uniformly to the meter tributary area. Wet weather parameters will be determined for each flow meter tributary area based on calibration to monitored storm events.
Subtask 6.3 – Prepare Model Documentation. Consultant will prepare a TM documenting the basis for model construction, validation, and calibration. The TM will include appendices containing the dry and wet weather calibration graphs for all the meters. Model files will be delivered at the conclusion of the project.
Deliverables:
• TM on Model Development and Calibration
• Hydraulic model files
Assumptions:
• Consultant will use its own software licenses for the modeling work. • Purchase or licensing of model software for the City is not included in the Consul tant project budget.
Task 7 – Evaluate System Hydraulic Performance
The hydraulic model will be used to evaluate the hydraulic performance of the system under existing and future flow conditions. Results will be reviewed with the City to confirm that the results are consistent with staff experience and expectations, and to identify potential solutions to capacity deficiencies.
Subtask 7.1 – Conduct Model Simulations and Identify Capacity Deficiencies. Using the hydraulic model and based on the criteria established in Task 5, Consultant will evaluate the performance of the existing sewers under existing and future dry and design wet weather flows.
Model runs as requested by the City to evaluate potential options to divert groundwater discharges to the sanitary sewer system will also be conducted. Capacity deficiencies will be identified based on the performance criteria established in Subtask 5.1. Thematic maps and hydraulic gradeline plots will be prepared to present the identified capacity problem areas.
Subtask 7.2 – Develop and Model Potential Solutions. Consultant will develop potential solutions to capacity deficiencies and test those solutions in the model. Potential solutions may include upsizing deficient pipes, optimizing existing or potential new flow diversions, or potential reduction of I/I in targeted areas.
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potential solutions to identified capacity deficiencies. As noted above, model results will be reviewed with City staff to confirm that they are consistent with staff experience and expectations, and input on potential solutions to capacity deficiencies will be solicited from staff.
Consultant will prepare agenda and minutes for the workshop.
Deliverables:
• Thematic maps and hydraulic profiles of model results • Maps and documentation of potential solutions
• Workshop agenda and minutes
Task 8 – Evaluate Sewer Rehabilitation Program
This task includes review of the City’s current approach to rehabilitation planning and discussion of alternate approaches that may refine and enhance the City’s current approach, including an approach using InfoAsset Planner software to develop risk scores/priorities and rehabilitation/replacement (R/R) decisions.
Subtask 8.1 – Assess Rehabilitation Needs. Consultant will meet with City Utilities engineering and operations staff to discuss how the City currently identifies sewer rehabilitation/replacement (R/R) needs and develops wastewater collection system rehabilitation projects. Based on this review and discussions with staff, Consultant will provide comments on whether the current approach appears to be appropriately prioritizing areas for rehabilitation. If improvements or refinements to the City’s current rehabilitation planning approach are warranted based on this review, Consultant will suggest options for improvements. These may include “tweaks” or refinements to the City’s current approach, or implementation of a more structured methodology using InfoAsset Planner, which involves review and analysis of sewer inspection data collected by the City and developing a process to identify and prioritize sewer rehabilitation needs.
Subtask 8.2 – Compile Existing CCTV Databases. Consultant will review the CCTV inspection data collected under the City’s inspection program and contained in its CCTV databases. Only data collected by the City in NASSCO PACP format will be used. The City will provide a single consolidated MS Access database containing the CCTV data in a NASSCO PACP export format. Consultant will link the CCTV data to sewer pipes in the City’s GIS based on pipe and manhole IDs and load the data into InfoAsset Planner. Any inspections that cannot be linked will be identified for resolution by the City, or if not resolved, will not be used in the analysis.
Subtask 8.3 – Develop Preliminary Risk Scores for Sewer Pipes. Consultant will use the City’s CCTV, GIS, and available maintenance history data to develop risk scores for each pipe in the collection system. The risk assessment will be based on a combination of Likelihood of failure (LOF) based on CCTV inspection data, sewer material and age, and other relevant factors (e.g., maintenance frequency, relative I/I contribution based on flow monitoring data); and Consequence of Failure (COF) based on potential impacts on the environment (proximity to water bodies) and community (traffic, land uses, etc.). Consultant will use existing available databases and GIS layers provided by the City for this analysis. Where CCTV data is not available, Consultant will use a method for surrogate scoring of sewer condition LOF based on sewer material and age or, if desired by the City, the Damage Severity Index (DSI) ratings assigned to pipes from older CCTV inspections that can be linked to pipes in the City’s current sewer GIS. Consultant will identify missing information that may be critical for the risk DocuSign Envelope ID: A40A7E4A-4FF2-4498-83B3-4FE552F5B9D8 Item 5
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assessment but will not develop any new data. Consultant will review the results of the risk analysis with City staff. Based on the results and with input from City staff, minor refinements to the risk calculations may be made if needed. The results of the risk analysis will be linked to the sewer GIS and generate maps displaying condition ratings and LOF, COF, and risk scores.
Subtask 8.4 - Develop Rehabilitation Decision Process and Specific R/R Recommendations for Sewer Pipes. Based on methodologies implemented for previous Consultant clients, Consultant will develop a decision process to identify the specific defects requiring maintenance, repair, rehabilitation or replacement. The rehabilitation decision will be based on the risk scores, as well as an analysis of the type of defects, the quantity of each type of defect, and the severity of the defects identified in each pipe segment based on the CCTV inspection data. Consultant will review the results of the rehabilitation decision analysis with City staff. Based on the results and with input from City staff, minor refinements to the rehabilitation decision calculations may be made if needed.
Using the inspection data compiled under Task 8.2, the decision process will be applied to generate initial repair, rehabilitation, and replacement recommendations based solely on analysis of defect data and pipe risk scores. (Note that pipes found to be in good condition, such as those already replaced under the City’s rehabilitation program, will generate a “maintain” decision in this process.)
Subtask 8.5 – Develop Rehabilitation Plan. Consultant will apply the results of the risk analysis conducted under Subtask 8.3 to prioritize pipe segments for R/R or for CCTV inspection. Recommended R/R methods will be based on the work conducted under Subtask 8.4 or will be based on assumptions on typical R/R methods, as identified by City based on its previous experience and R/R projects. Consultant will review these results with the City and group the segments into logical projects based on a combination of risk scores, R/R method, and location.
Consultant will summarize the results of the rehabilitation needs assessment and recommended rehabilitation planning approach in a TM for City’s review.
Deliverables:
• TM on Rehabilitation Plan
• Rehabilitation needs meeting agenda and minutes
• GIS maps and tables summarizing pipe LOF, COF, risk scores, and R/R priorities and recommendations
Assumptions:
• City will provide single consolidated database of CCTV inspection data in NASCCO PACP export format.
• Data needed for risk analysis (e.g., pipe age/installat ion date, material, maintenance frequency; land use or parcel use GIS mapping; GIS mapping of water bodies and drainage) will be provided by City.
• Pipe-specific R/R method recommendations will not be developed unless Subtask 8.4 is authorized.
Task 9 – Lift Station Condition Assessment and Recommendations Under this task, Consultant will conduct a condition assessment of the City’s lift station in Foothills Park and recommend improvements.
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configuration with a steel tank dry pit and an upstream manhole functioning as the wet pit. The lift station has an above grade pad mounted MCC, portable generator, and pad-mounted transformer. The pumps are 40 HP vertical non-clog closed coupled electric motor (not immersible motors) rated at 400 gpm @ 160-ft TDH each. Furthermore, the 80 kW portable generator does not have an automatic transfer switch (ATS) which requires staff to drive out to the site to turn the generator on, based on SCADA high water level alarm indicating a power outage. The City’s short-term plan is to address lift station electrical deficiencies. The City’s long-term plan is to replace this pump station with a submersible pump station employing pre- cast concrete structures.
Subtask 9.1 – Assess Condition of Lift Station. Consultant will review existing plans and operational data prior to visiting the pump station site. This may include review of design drawings, shop drawings, record drawings or work orders for work performed at the station in order to determine the specific equipment currently in use at the station. Operationally, records to be reviewed may include station flow data, pump operating data, efficiency testing or other records made available by the City to verify operating conditions at the station. Consultant will populate equipment data sheets for verification during the site visit.
During the site visit, Consultant will visually assess the condition of accessible equipment, electrical panels and structures, as well as observing the operation of equipment to the extent possible. Note that the dry pit pump location is a confined space. Therefore, City will provide Consultant photos of the dry pit structure and pumping equipment. Conditions that may be noted will be based on discussions with the operators which may include apparent corrosion, unusual vibration or noise, missing or potentially inadequate anchors/supports, insufficient protective coating, visible leaks or other signs of existing wear at the station. Additionally, Consultant will interview operators during the site visit to obtain first-hand knowledge of ongoing operational issues or concerns at the station, and to verify the accuracy of record data reviewed by Consultant.
Subtask 9.2 – Prepare Cost Estimates. Given the City’s short-term and long-term plans for the lift station, Consultant shall focus on developing short-term improvements with an emphasis on the electrical system which may include: new immersible motors, automatic transfer switch, and upsized portable generator to allow both pumps to operate during high I&I wet weather conditions. The Consultant shall focus on a long-term improvements plan that will replace the existing pump station with a new submersible pump station with buried valve vault. Opinions of probable cost will be developed for short-term projects and the long-term replacement project to preserve the station’s ability to serve its function in the short term, and renew the lift station in the long term.
Deliverables:
• TM on Lift Station Assessment
• Cost estimate for lift station rehabilitation
Assumptions:
• Consultant will not perform confined space entry. For assets that are located in confined spaces, Consultant will rely on records review, operator input and assessments that can be made without entering the space.
• Consultant will not operate any equipment or open any panels. If available to do so, operators may open panels or bring equipment into operation for Consultant to observe.
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• Given the proposed level of effort for this task, the new lift station pumps, discharge piping, and other components shall be shown schematically at the conceptual level; no site plan shall be included for this level of costing.
• Opinions of probable costs will be developed to AACE Class 4 standards, suitable for planning purposes.
Task 10 – Develop Sewer System Capital Improvement Program Subtask 10.1 – Prepare Cost Estimates. Consultant will develop estimated construction and capital costs for the required capacity improvements and rehabilitation projects identified in Tasks 7 and 8 based on unit cost information ($/foot) provided by the City based on historical costs.
Subtask 10.2 – Develop Project Prioritization Criteria and Rankings. Consultant will work with the City to develop an approach for prioritizing capacity improvements based on a combination flow confirmation (i.e., proximity and observed flow conditions during monitoring period at closest flow meter) and deficiency levels (extent of surcharge or capacity shortfall and timeframe when the deficiency would occur), and also considering the timing of need for the project due to development and other priorities such as groundwater discharge diversions. Sewer rehabilitation projects will be prioritized based on risk level as determine through the risk analysis under Task 8.
Subtask 10.3 Develop Capital Improvement Program (CIP). Phased 5- and 20-year CIPs will be developed based on the priority rankings developed in Subtask 10.2 and consistent with the City’s financial targets. Projects will be phased annually for the initial five years and in 5- year increments thereafter.
Subtask 10.4 – Workshop #4. Consultant will participate in a workshop to discuss the CIP, and will prepare agenda and minutes for the workshop. The workshop will focus on project prioritization and identifying project to be included in the 5-year capital budget.
Deliverables:
• Project cost estimates
• 5- and 20-year CIP schedules
Assumptions:
• Project cost estimates will be based on simple units costs ($/ft) based on diameter, depth, and construction method (e.g., open cut or pipe bursting) as provided by the City, and will not include project -specific factors (e.g., counts of number of manholes, lateral connections, or insertion pits ; site -specific pavement, dewatering, sheeting/shoring, or traffic control requirements, etc.)
Task 11 – Prepare Master Plan Report
This task includes preparation of a summary report to present the methodology, results, and recommendations of the Sewer Master Plan Study.
Subtask 11.1 – Prepare Draft Report. Consultant will incorporate the methodology, findings, and recommendations of the study into a comprehensive Master Plan report. The report appendices will contain the TMs prepared for the study including other supporting data such as flow monitoring data plots, model calibration graphs, model data and results tables, and pipe condition assessment and R/R recommendations tables. The report will include an Executive Summary section that can be extracted as a stand-alone document and provided to City officials or other interested parties.
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Subtask 11.2 – Prepare Final Report. Consultant will prepare a final Sewer Master Plan report, incorporating the City’s comments on the Draft Master Plan.
Deliverables:
• Draft Sewer Master Plan Report (electronic format)
• Final Sewer Master Plan Report (5 hard copies plus electronic files) • Final hydraulic model files
Subtask 11.3 – Workshop #5. Consultant will participate in a workshop with City staff after Consultant prepares the draft report. The City will provide preliminary written comments in advance of the workshop. At the workshop, the City’s comments on the draft report will be discussed and decisions made, as necessary, on how to address them. Consultant will also prepare agenda and minutes for the meeting; decisions will be documented in meeting minutes.
Discussions and decisions made at the workshop will be incorporated into the Final Report under Subtask 11.2.
Deliverables:
• Meeting agenda and minutes
Task 12 - As-Needed Support and Maintenance
Consultant modeling staff will be available to continue supporting City staff as they transition to using the model in-house or to support on-call modeling requests.
Subtask 12.1 – Provide As-Needed Support to New Model Simulations. Consultant will run the model as requested by the City to:
• Assess the impact on sewer capacity of proposed development projects or other “exceptional discharges” to the sewer system and determine if the additional flows would result in any new capacity deficiencies and/or where additional capacity would be required. • Evaluate “what-if” scenarios related to proposed new or improved sewer pipelines.
For each such analysis, Consultant will track costs under a separate subtask if required by the City. For each analysis, Consultant will prepare a brief technical memorandum (TM) or email response as appropriate summarizing the model assumptions and results, along with appropriate figures (e.g., model-generated hydraulic profiles or thematic maps showing potential surcharge).
Subtask 12.2 – Provide As-Needed Maintenance of the Hydraulic Model. Consultant will update the model as needed based on permanent changes in the sewer system or changes in existing or projected future loads.
Deliverables:
• TMs or email summaries on Model Simulations
• Assumptions: The City will provide required data to conduct analyses. For proposed developments, this will include development location, proposed connection point to sewer system, and development details (e.g., number and type of dwelling units, square footage and type of commercial building floor space, etc.) For proposed discharges, this will include discharge location and anticipated flow rate and flow pattern. For proposed system changes, this will include information such as alignment and size of proposed sewer pipelines or plans.
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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. Project Management 69 weeks (12/01/23 – 03/31/25)
2. General Information Collection 9 weeks (12/01/23 – 01/31/24)
3. Flow Monitoring 22 weeks (12/01/23 – 04/30/24)
4. Develop Land Use Planning Information
and Parcel Loads
22 weeks (01/01/24 – 05/31/24)
5. Develop Design Flow and Hydraulic
Criteria
13 weeks (05/01/24 – 07/31/24)
6. Sewer System Hydraulic Model
Development
31 weeks (01/01/24 – 07/31/24)
7. Evaluate System Hydraulic Performance 18 weeks (07/01/24 – 10/31/24)
8. Evaluate Sewer Rehabilitation Program 48 weeks (01/01/24 – 11/30/24)
9. Lift Station Condition Assessment and
Recommendations
17 weeks (12/15/23 – 04/30/24)
10. Develop Sewer System Capital
Improvement Program
13 weeks (11/01/24 – 01/30/25)
11. Prepare Master Plan Report 12 weeks (01/01/25 – 03/31/25)
12. As-Needed Support and Maintenance (as
applicable)
TBD
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
The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement and as set forth in the budget schedule below. Compensation for professional services shall be calculated based on the hourly rate schedule attached as exhibit C -1 up to the not to exceed budget amount for each task set forth below.
CITY’s Project Manager may approve in writ ing the transfer of budget amounts between any of the tasks or categories listed below, provided that the total compensation for the Services, including any specified reimbursable expenses, and the total compensation for Additional Services (if any, per Section 4 of the Agreement) do not exceed the amounts set forth in Section 4 of this Agreement.
CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY.
BUDGET SCHEDULE
TASK NOT TO EXCEED AMOUNT
Task 1 (Project Management) $22,038.00
Task 2 (General Information Collection) $11,253.00
Task 3 (Flow Monitoring) $150,835.00
Task 4 (Develop Land Use Planning Information and
Parcel Loads)
$31,159.00
Task 5 (Develop Design Flow and Hydraulic Criteria) $8,711.00 Task 6 (Sewer System Hydraulic Model Development) $67,638.00 Task 7 (Evaluate System Hydraulic Performance) $23,055.00 Task 8 (Evaluate Sewer Rehabilitation Program) $66,296.00 Task 9 (Lift Station Condition Assessment and
Recommendations)
$23,042.00
Task 10 (Develop Sewer System Capital Improvement
Program)
$28,273.00
Task 11 (Prepare Master Plan Report) $42,554.00
Task 12 (As-Needed Support and Maintenance (as
applicable))
$24,012.00
Sub-total for Services $498,866.00
Reimbursable Expenses (if any) $0
Total for Services and Reimbursable Expenses $498,866.00 Additional Services (if any, per Section 4) $0
Maximum Total Compensation $498,866.00
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REIMBURSABLE EXPENSES
CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative support time/overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in -house printing, insurance and other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder.
Reimbursable expenses, if any are specified as reimbursable under this section , will be reimbursed at actual cost in accordance with the City’s current travel policy . The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are:
A. Travel from outside the San Francisco Bay area, including transportation and meals, will be reimbursed at actual cost subject to the following policies:
i. Lodging Expense Travelers shall select single occupancy, standard, non -deluxe accommodations and should stay at hotels offering economical lodging rates. The City shall not reimburse any cost related to the extension of a hotel stay beyond the time necessary to complete the work-related event. Within California or adjoining states an extra night’s hotel stay should not be necessary if flight arrangements can be made the same day. The use of hotels is restricted to cities located beyond 60 miles (one way) from the City of Palo Alto or the traveler’s residence (whichever is shortest).
ii. Transportation
a) Air Transportation Travelers shall fly economy coach class on the lowest cost flight available for the most direct route to the final destination, which could reasonably include scheduled layovers. Travelers are encouraged to make air reservations as early as feasible to obtain the greatest discount and to consider the use of alternate but nearby airports to take advantage of the lowest fares. Extension of the trip to cover a weekend stay to obtain a lower airfare does not entitle the traveler to be reimbursed for the extra day's hotel costs or meal expenses. Travelers may use City travel to qualify for frequent flyer credits, but the selection of an airline for a given trip shall not be made for the purpose of accumulating such credits. Travelers that choose to use their personal frequent flyer miles for City business shall not be reimbursed for the value of the tickets. If the airline charges for all checked baggage, the City will cover the cost for one checked bag only. Excess baggage charges are not reimbursable.
b) Rental Cars Rental cars shall only be approved, if other ground transportation, such as shuttles or taxis, is more expensive during the stay at the destination. Only economy or compact car models may be rented, unless the upgrade is provided by the rental agency at no cost. Travelers must also decline any Fuel Purchase Options (which allow for prepayment of a gas tank refill) and shall refuel prior to returning the rental car, if additional charges apply for refueling. Use of a rental car will be reimbursed eit her at the current IRS mileage rate or the car rental cost apportioned for the number of days used for City business, whichever is less.
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mileage rate. Mileage reimbursement shall not exceed the cost of refundable round trip air transportation (economy class) for a reservation made at least seven days in advance of the trip.
ii. Incidental Expenses Incidental expenses related to City business shall be reimbursed at cost as supported by submitted receipts. Incidental expenses may include parking charges, hotel Internet connection services, and other necessary business-related charges.
Travelers should use the lowest cost alternative for parking within a reasonable area from the destination. Where a hotel stay is authorized, Internet connection services purchased to conduct City business are reimbursable. Travelers will be reimbursed for hotel telephone calls to City of Palo Alto offices. The hotel bill should indicate any calls that are of a business nature. Other charges on a hotel bill, such as pay-TV movies, cleaning, laundry, room service charges (additional over cost of meal) or charges for additi onal guests are not reimbursable.
iv. Meals Travelers may be reimbursed for meal expenses. Itemized receipts for meals must be maintained. The maximum reimbursement amount for meals shall be: $17.00 for breakfast, $18.00 for lunch, and $34.00 for dinner. Under no circumstances will expenses for alcoholic beverages be reimbursed by the City. Meal reimbursements for meetings or trainings not requiring overnight accommodations, and conducted between the hours of 8 a.m. and 5 p.m., will be limited to lunch. When meals are provided as part of the cost of an event, travelers will not be reimbursed for the actual expenses of these meals. Local travel meal expenses that do not meet the IRS definition of “business related” will not be reimbursed.
All requests for reimbursement of expenses, if any are specified as reimbursable under this section, shall be accompanied by appropriate backup documentation and information.
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EXHIBIT C-1
SCHEDULE OF RATES
CONSULTANT’s schedule of rates is as follows:
Staff Type Hourly Rate
Project Assistant $ 128.00
Billing Manager / Designer 1 / Graphic Artist / Graphics Manager / Marketing Assistant / Marketing Manager / Senior Accountant / Senior Project Assistant
$ 150.00
Software Engineer 1 $ 176.00
Designer 2 $ 182.00
Designer 3 / Senior Software Developer $ 187.00 Engineer 1 / Geologist 1 / Planner 1 / Scientist 1 / Senior Designer / Technical Specialist 1
$ 192.00
Software Engineer 2 $ 198.00
Software Engineer 3 $ 213.00
Engineer 2 / Geologist 2 / Planner 2 / Scientist 2 / Technical Specialist 2 $ 219.00 Engineer 3 / Geologist 3 / Planner 3 / Scientist 3 / Technical Specialist 3 $ 251.00 Project Engineer 1 / Project Geologist 1 / Project Planner 1 / Project Scientist 1 /Project Specialist 1 / Project Technical Specialist 1 $ 261.00
Project Engineer 2 / Project Geologist 2 / Project Planner 2 / Project Scientist 2 / Project Specialist 2 / Project Technical Specialist 2 $ 277.00
Project Manager 1 / Technical Manager 1 $ 299.00 Project Manager 2 / Technical Manager 2 $ 315.00 Senior Project Manager / Senior Technical Manager $ 336.00 National Practice Leader / Senior Technical Practice Leader $ 352.00
Other Direct Costs At Cost Plus 5%
Subconsultants/Subcontractors At Cost Plus 5%
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EXHIBIT D
INSURANCE REQUIREMENTS
CONSULTANTS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE
CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS AS SPECIFIED HEREIN.
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY STATUTORY STATUTORY
YES
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL
LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY
DAMAGE COMBINED.
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
AUTOMOBILE LIABILITY,
INCLUDING ALL OWNED, HIRED,
NON-OWNED
BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
PROFESSIONAL LIABILITY,
INCLUDING, ERRORS AND
OMISSIONS, MALPRACTICE (WHEN
APPLICABLE), AND NEGLIGENT
PERFORMANCE
ALL DAMAGES $1,000,000
YES
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONSULTANT, AT ITS SOLE COST
AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM
OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY
CONSULTANT AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’
COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONSULTANT’S AGREEMENT TO INDEMNIFY CITY.
II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE TO THE FOLLOWING: [email protected]
III. ENDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONAL INSUREDS:
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED,
INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR
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ADDITIONAL INSUREDS.
B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER
THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE
INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE
INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON
OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED WITH THE CITY OF PALO ALTO AT THE FOLLOWING EMAIL ADDRESS:
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Utilities
Meeting Date: November 27, 2023
Staff Report:2309-2081
TITLE
Adoption of a Resolution Approving a Consent and Direct Agreement With HA RNG 1 Lender LLC and Ameresco Half Moon Bay LLC Consenting to Ameresco Half Moon Bay LLC’s Assignment of its Rights in its 2005 Power Purchase Agreement With the City to HA RNG 1 Lender LLC , and Authorizing the City Manager or Designee to Execute any Documents Necessary to Administer Six Renewable Energy Power Purchase Agreements Approved From 2004-2010 in a Manner Consistent with the City Council‘s Prior Funding Authorization, the Palo Alto Municipal Code and City Council Approved Policies. CEQA Status – Not a Project under Public Resources Code 21065
RECOMMENDATION
Staff recommends the City Council adopt a Resolution:
1. Approving and authorizing the City Manager or designee to execute the Consent and Direct Agreement with HA RNG 1 Lender LLC and Ameresco Half Moon Bay LLC on behalf of the City; and
2. Authorizing the City Manager or designee to execute any documents necessary to administer the City’s renewable energy power purchase agreements (PPAs) with the following six counterparties in a manner consistent with the Palo Alto Municipal Code and City Council approved policies:
a. PPM Energy, Inc (Resolution 8472, November 2004) 1
b. Ameresco Santa Cruz LLC (Resolution 8473, November 2004) 2 c. Ameresco Half Moon Bay LLC (Resolution 8495, January 2005) 3 d. Ameresco Keller Canyon LLC (Resolution 8552, August 2005) 4 e. Ameresco Johnson Canyon LLC (Resolution 8971, October 2009) 5 f. Ameresco San Joaquin LLC (Resolution 9055, May 2010) 6 1 Staff Report 424:04: https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes- reports/reports/city-manager-reports-cmrs/year-archive/2004/11-november/3907.pdf 2 Staff Report 461:04: https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes- reports/reports/city-manager-reports-cmrs/year-archive/2004/11-november/3905.pdf 3 Resolution 8495: https://www.cityofpaloalto.org/files/assets/public/v/1/city-clerk/resolutions/reso-8495.pdf 4 Resolution 8552: https://www.cityofpaloalto.org/files/assets/public/v/1/city-clerk/resolutions/reso-8552.pdf 5 Resolution 8971: https://www.cityofpaloalto.org/files/assets/public/v/1/city-clerk/resolutions/reso-8971.pdf 6 Resolution 9055: https://www.cityofpaloalto.org/files/assets/public/v/1/city-clerk/resolutions/reso-9055.pdf Item 6
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EXECUTIVE SUMMARY
Since 2009, the City of Palo Alto has purchased electricity generated from a landfill gas facility at the Ox Mountain Landfill in Half Moon Bay from Ameresco Half Moon Bay LLC (“Seller”), under a power purchase agreement executed in 2005 (“2005 PPA”). In September 2023, Ameresco RND Holdings I LLC, a limited liability corporation owned by the same parent company as the Seller, executed a loan from HA RNG 1 LENDER, LLC (“Lender”) to support Seller‘s new business activities. The loan is secured in part by an assignment by the Seller to the Lender of all of its rights, title and interest in the 2005 PPA. The City's consent is required for this assignment.
Under the proposed Consent and Direct Agreement, the City consents to the collateral assignment of all of the Seller’s rights, title and interest in the 2005 PPA to the Lender. The Agreement also provides that in the event the Lender forecloses on and takes assignment of the 2005 PPA, or assigns it to a third party, the City's interests and obligations under the PPA will remain intact. Staff recommends that the City Council approve this collateral assignment agreement and delegate authority to the City Manager to execute similar administrative documents related to the City’s six renewable energy PPAs that currently lack such authority, ensuring the efficient and timely handling of routine matters without the need for Council action.
Council has routinely delegated this type of administrative authority for PPAs to the City Manager since 2013.
BACKGROUND
In January 2005, the City of Palo Alto executed a power purchase agreement with Ameresco Half Moon Bay LLC (“Seller”) to purchase 50% of the electric output generated by Seller’s landfill gas electric generating facility located at the Ox Mountain landfill in Half Moon Bay ( Resolution 84957). (The other 50% of the facility’s electric output is being purchased by the City of Alameda under the same contractual terms as the City’s 2005 PPA.) The project achieved commercial operation in April 2009, which commenced the 20-year contract term of the 2005 PPA. Since the 2005 PPA took effect, Seller has met all of its contractual obligations, and the facility has reliably provided electrical energy, resource adequacy capacity, and renewable energy credits (RECs) to the City since it began commercial operation.
ANALYSIS
The City is required under section 10.1 of the 2005 PPA to consent in writing prior to any assignment by the Seller of its rights or obligations to another party, and such consent “shall not be unreasonably withheld or delayed”. HA RNG 1 LENDER LLC (“Lender”) provided a loan to Ameresco RNG Holdings I LLC (Holdings), a limited liability corporation owned by the same parent company as the Seller, secured in part by the collateral assignment by the Seller of all of its rights, title, and interest in the 2005 PPA.
The proposed collateral assignment (Exhibit A to Attachment A) of the 2005 PPA by the Seller triggers the consent requirement of section 10.1 of the 2005 PPA. The Seller proposed the 7 Resolution 8495: https://www.cityofpaloalto.org/files/assets/public/v/1/city-clerk/resolutions/reso-8495.pdf Item 6
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attached Consent and Direct Agreement which the City Attorney‘s Office reviewed and negotiated modifications to maintain the City’s rights and remedies as well as assignee’s obligations under the 2005 PPA. Specifically, the attached agreement requires that, if the Lender forecloses on and takes assignment of the 2005 PPA, the Lender will be substituted for the Seller and assume all of the Seller’s rights and obligations under the 2005 PPA. If the Lender further assigns or sells its interest in the 2005 PPA, the subsequent owner must first assume in writing all of the Seller’s rights and obligations and demonstrate that it has the technical and financial capability to perform or cause to be performed the Seller’s 2005 PPA obligations as well. This language is intended to ensure that the proposed assignment will not jeopardize the continued delivery of renewable electric output from the Ox Mountain landfill gas electric generating facility.
In addition to approval of the Consent and Direct Agreement with Lender and Holdings, staff recommends that Council delegate authority to the City Manager or their designee to execute any other administrative documents related to the City’s six renewable energy PPAs that currently lack such a delegation of authority, that are consistent with the Palo Alto Municipal Code and City Council approved policies. Such a delegation of authority will ensure that the City is able to carry out routine administrative obligations, such as this approval of the Consent and Direct Agreement with Lender and Holdings, in a timely and efficient manner, without requiring any further action by Council. Experience has shown that routine administrative changes related to a project (particularly when the project owner seeks financing for the project) often require additional consent from the City, which staff can address with the City Manager and City Attorney’s Office, so long as the changes do not exceed Council’s original funding authority, and are consistent with the Palo Alto Municipal Code and Council-approved policies. Council has routinely provided this delegation of authority to the City Manager for all renewable energy PPAs starting in 2013; staff now seeks to extend this delegation of authority to the six renewable energy PPAs (approved between 2004 and 2010) that do not yet have it.
FISCAL/RESOURCE IMPACT
Approval of this collateral consent and direct agreement will have no fiscal or resource impact on the City.
STAKEHOLDER ENGAGEMENT
The consideration of this collateral consent and direct agreement does not involve or impact any stakeholders.
ENVIRONMENTAL REVIEW
The approval of this collateral consent and direct agreement and delegation of authority to the City Manager does not meet the definition of a project under Public Resources Code 21065 because it is an administrative government activity that will not result in any direct or indirect physical change to the environment as a result and therefore California Environmental Quality Act (CEQA) review is not required.
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ATTACHMENTS
Attachment A: Resolution Approving Ameresco Consent and Direct Agreement Attachment B: HASI-Ameresco - Direct Agreement
APPROVED BY:
Dean Batchelor, Director of Utilities
Staff: James Stack, PhD, Senior Resource Planner
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Attachment A
* NOT YET APPROVED *
1 6056788
Resolution No. _________
Resolution of the Council of the City of Palo Alto Approving a Consent and Direct Agreement Between the City of Palo Alto, HA RNG 1 Lender LLC, and Ameresco Half Moon Bay LLC, and Authorizing the City Manager or their Designee to Execute any Documents Necessary to Administer Six Renewable Energy Power Purchase Agreements Approved from 2004-2010 in a Manner Consistent with the City Council’s Prior Funding Authorization, the Palo Alto Municipal Code and City Council-Approved Policies
R E C I T A L S
A. On January 18, 2005, the City Council of Palo Alto approved Resolution 8495, approving the long-term power purchase agreement (PPA) with Ameresco Half Moon Bay LLC (Seller) for the purchase of electricity generated by landfill gas electric generating facilities.
B. The City of Palo Alto (City) executed the PPA with Seller on January 19, 2005, under which the City agreed to purchase renewable energy from the Seller’s landfill-gas-to- energy facility for a contract term of 20 years, commencing on the commercial operation date of the generation facility.
C. The generation facility achieved commercial operation and began delivering renewable electricity to the City on April 1, 2009, and Seller has fulfilled all of its contractual obligations under the PPA to the City’s satisfaction to date.
D. Under Section 10.1 of the PPA, the City is required to consent in writing prior to any assignment of the rights or obligations under the PPA to another party.
E. The City has been informed that HA RNG 1 LENDER LLC (Lender) has agreed to provide a loan to Ameresco RNG Holdings I LLC (Holdings), a limited liability corporation owned by the same parent company as Seller, with such loan secured in part by the collateral assignment by the Seller of all of its rights, title, and interest in, to, and under the PPA.
F. Ameresco’s lender proposed a separate assignment agreement (Exhibit A), which the City Attorney’s Office has reviewed and negotiated modifications to maintain the City’s rights and remedies as well as Assignee’s obligations as written in the PPA.
G. The Consent and Direct Agreement requires that, in the event Lender forecloses on and takes assignment of the PPA, it will assume all of Seller’s rights and obligations; if the Lender further assigns or sells its interest in the PPA, the subsequent owner must first assume in writing all of the Seller’s rights and obligations and demonstrate that it has the technical and financial capability to perform or cause to be performed the Seller’s PPA obligations as well.
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Attachment A
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2 6056788
The Council of the City of Palo Alto does hereby RESOLVE as follows:
SECTION 1. The Council hereby approves and authorizes the City Manager or their designee to execute the Consent and Direct Agreement (Exhibit A) among the City of Palo Alto, HA RNG 1 Lender LLC, and Ameresco Half Moon Bay LLC.
SECTION 2. The Council hereby authorizes the City Manager or their designee to execute any documents necessary to administer the City’s renewable energy power purchase agreements with the following six counterparties in a manner consistent with the City Council’s prior funding authorization, the Palo Alto Municipal Code and applicable Council -approved policies:
a. PPM Energy, Inc (Resolution 8472, November 2004)
b. Ameresco Santa Cruz LLC (Resolution 8473, November 2004) c. Ameresco Half Moon Bay LLC (Resolution 8495, January 2005) d. Ameresco Keller Canyon LLC (Resolution 8552, August 2005) e. Ameresco Johnson Canyon LLC (Resolution 8971, October 2009) f. Ameresco San Joaquin LLC (Resolution 9055, May 2010)
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SECTION 3. The Council finds that the adoption of this resolution approving the Consent and Direct Agreement and delegating administrative authority to the City Manager is not a project subject to California Environmental Quality Act (CEQA) review because adoption of this resolution is an administrative government activity that will not result in any direct or indirect physical change to the environment as a result (CEQA Guidelines section 15378(b)(5)).
INTRODUCED AND PASSED:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
ATTEST:
___________________________ ___________________________ City Clerk Mayor
APPROVED AS TO FORM: APPROVED:
___________________________ ___________________________ Assistant City Attorney City Manager
___________________________
Director of Utilities
___________________________
Director of Administrative Services
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Execution Version
CONSENT AND DIRECT AGREEMENT
This CONSENT AND DIRECT AGREEMENT (this “Agreement”), dated as of October 11, 2023, is entered into by and among (i) The City of Palo Alto, a chartered city organized and existing under the laws of the State of California (together with its permitted successors and assigns, the “Undersigned”), (ii) HA RNG 1 LENDER LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Lender” and, together with its successors, designees, and assigns, the “Secured Parties”), and (iii) Ameresco Half Moon Bay LLC, a limited liability company organized and existing under the laws of the State of Delaware (together with its permitted successors and assigns, other than the Lender or a Subsequent Owner (as defined below), the “Assignor”).
RECITALS
A. Assignor has contracted for the rights to the landfill gas collected from the Ox Mountain Landfill that will be used in a landfill gas-fueled electric generation facility on a site at the Ox Mountain Landfill (the “Plant”).
B. Assignor and the Undersigned entered into that certain Power Purchase Agreement, dated as of January 19, 2005 (as further amended, restated, amended and restated, supplemented, or otherwise modified from time to time in accordance with the terms thereof, the “Assigned Agreement”).
C. Pursuant to that certain Amended and Restated Loan Agreement, dated as of September 28, 2023, by and between Ameresco RNG Holdings I LLC, a Delaware limited liability company (“Holdings”), and the Lender (as amended, restated, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms thereof, the “Loan Agreement”), the Lender has agreed to provide a loan to Holdings, with such loan secured in part by the collateral assignment by the Assignor of all of its rights, title, and interest in, to, and under the Assigned Agreement to and for the benefit of the Secured Parties.
D. It is a condition precedent to the obligations of the Lender to make the loan that this Agreement be executed and delivered by the Assignor, the Lender, and the Undersigned.
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2 AGREEMENT
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, the parties hereto hereby agree as follows (provided that, in the event of any conflict between this Agreement and the Assigned Agreement, this Agreement shall govern and control in all cases):
1. Definitions. Each capitalized term used and not otherwise defined herein will have the meaning assigned to such term (whether directly or by reference to another document or agreement) in the Assigned Agreement.
2. Assignment and Agreement
(a)Consent to Collateral Assignment. The Undersigned (i) is hereby notified and acknowledges that the Lender has made extensions of credit to the Assignor, pursuant to the terms of the Loan Agreement and other agreements and documents related thereto (each a “Financing Document” and together the “Financing Documents”), in reliance upon the execution and delivery by the Undersigned of this Agreement; (ii) consents to the collateral assignment of all of the Assignor’s right, title, and interest in, to, and under the Assigned Agreement, including, without limitation, all of the Assignor’s rights to receive all payments due and to become due to the Assignor under or with respect to the Assigned Agreement (collectively, the “Assigned Interests”); and (iii) acknowledges the right of the Lender, in the exercise of the Lender’s rights and remedies pursuant to the Financing Documents, upon written notice to the Undersigned, to make all demands, give all notices, take all actions, and exercise all rights of the Assignor under the Assigned Agreement (including, without limitation, subsequent assignments of the Assigned Agreement or the Assigned Interests, as provided herein). (b)Subsequent Owner. (i) The Undersigned agrees that, if the Lender notifies the Undersigned in writing that it has foreclosed on and taken assignment of the Assigned Agreement, or assigned or sold the Assigned Interests or any portion thereof, then (A) the Lender or its permitted successor, assignee, and/or designee, or any purchaser of the Assigned Interests following a permitted sale, assignment, or other transfer of the Assigned Interests (a “Subsequent Owner”) will be substituted for the Assignor under the Assigned Agreement and (and further, Lender through this Agreement and without further writings or instruments being necessary can, and hereby does, assume all of the Assignor’s rights and obligations as of the date of such foreclosure, and is duly substituted for the Assignor in such case) and (B) the Undersigned shall (1) recognize the Lender or the Subsequent Owner, as the case may be, as its counterparty or beneficiary, as applicable, under the Assigned Agreement and (2) continue to perform its obligations under the Assigned Agreement in favor of the Lender or the Subsequent Owner, as the case may be; provided that such Subsequent Owner has assumed in writing (through an “Assumption Agreement”) all of the Assignor’s rights and obligations (including, without limitation, the obligation to cure any then-existing payment and performance defaults, but excluding any obligation to cure any then-existing performance defaults which by their nature are incapable of being cured) under the Assigned Agreement (“Incurable Defaults”); but further provided, however, that the Undersigned does not waive any rights it may have under the Assigned Agreement for such Incurable Defaults), and which Assumption Agreement must be fully executed Item 6
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3 before any other party besides Lender becomes a Subsequent Owner under this Agreement by any permitted sale, assignment or other transfer, and further before Lender may assign or otherwise transfer the rights and obligations of the Assigned Agreement to any other party, and provided further that, in the case of any such assumption of the Assigned Agreement by a Subsequent Owner, the Undersigned has reasonably determined that such purchaser or transferee has the technical and financial capability to perform the Assignor’s obligations under the Assigned Agreement to no less than the extent possessed by the Assignor immediately prior to such transfer, or if such Subsequent Owner lacks such capabilities, such Subsequent Owner has contracted with advisors or contractors who possess such capabilities, as reasonably determined by the Undersigned; and (ii) without limiting anything herein, the warranties provided by the Undersigned under the Assigned Agreement shall continue in full force and effect (until the expiration of the applicable warranty periods set forth in the Assigned Agreement) in the event that the Lender or a Subsequent Owner succeeds to the Assignor’s right, title, and interest in the Assigned Agreement. For avoidance of doubt, except for Lender, no party may become a Subsequent Owner without first executing an Assumption Agreement in a form reasonably acceptable to the Undersigned.
(c)No Amendments. The Undersigned agrees that it shall not, without the prior written consent of the Lender or Subsequent Owner, (i) sell, assign, encumber or otherwise transfer any of its rights under the Assigned Agreement, other than in accordance with the Assigned Agreement, (ii) consent to any assignment or other transfer by the Assignor of its rights under the Assigned Agreement, (iii) consent to any material amendment of the Assigned Agreement, (iv) terminate, cancel or suspend performance under the Assigned Agreement, except as provided in the Assigned Agreement or by operation of law, or (v) consent to any voluntary termination, cancellation, or suspension of performance by the Assignor under the Assigned Agreement; provided, however, that the Undersigned may, without the prior consent of the Lender or Subsequent Owner, assign, sell, or otherwise transfer its right, title, and interest in the Assigned Agreement (in whole or in part) so long as the Undersigned contemporaneously assigns this Agreement to the acquiring party.
(d)Right to Cure. The Lender may cure any breach or default by the Assignor under the Assigned Agreement. In the event of a default by the Assignor in the performance of any of its obligations under the Assigned Agreement, or upon the occurrence or non-occurrence of any event or condition under the Assigned Agreement that would immediately or with the passage of any applicable grace period or the giving of notice, or both, enable the Undersigned to terminate the Assigned Agreement (such default, event, or condition and the Assignor’s failure to cure the same, a “Default”), the Undersigned shall not terminate the applicable Assigned Agreement until it first gives prompt written notice of such Default to the Lender and affords the Lender or its designee(s) or assignee(s) a period of no more than 10 days (or, if such Default is a nonmonetary default, such longer period as is required so long as any such party has commenced and is diligently pursuing appropriate action to cure such Default, provided that such longer period will not exceed 30 days) from receipt of such notice to cure such Default; provided, however, that, if possession of the Plant is necessary to cure such Default and the Lender or its designee(s) or assignee(s) has commenced foreclosure proceedings, the Lender or its designee(s) or assignee(s) will be allowed a reasonable time to complete such proceedings; provided, further, that, if the Lender or its designee(s) or assignee(s) is prohibited from curing any such Default by any process, stay, or injunction issued by any governmental authority or pursuant to any bankruptcy or insolvency Item 6
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4 proceeding or other similar proceeding, then the time periods specified herein for curing a Default will be extended for the period of such prohibition. If the Assigned Agreement is rejected or otherwise terminated as a result of any bankruptcy or insolvency proceeding affecting the assigning party, then, to the extent permitted by applicable law, the non-assigning party will, at the request of the Lender, enter into a new agreement with Lender or a permitted assignee thereof having terms no less favorable to the non-assigning party than the terms of the Assigned Agreement; provided that any obligations of the assigning party that were outstanding at the time of any such bankruptcy or insolvency proceeding are paid in full or brought current, as the case may be, at the time any such new agreement is entered into (without taking into account the effect of any such bankruptcy or insolvency proceedings).
(e)Limitations on Liability. The Undersigned acknowledges and agrees that neither the Lender nor a Subsequent Owner will have any liability or obligation under the Assigned Agreement merely as a result of entering into this Agreement, nor will the Lender or a Subsequent Owner be obligated or required to (A) perform any of the Assignor’s obligations under the Assigned Agreement, except during any period in which the Lender or a Subsequent Owner has assumed the Assignor’s rights and obligations under the Assigned Agreement pursuant to Section 2(b)(i) above, or (B) take any action to collect or enforce any claim for payment. If the Lender or a Subsequent Owner has assumed the Assignor’s rights and obligations under the Assigned Agreement (Lender and/or Subsequent Owner still being obligated to observe the terms of such Assigned Agreement) pursuant to Section 2(b)(i) above, the sole recourse of the Undersigned in seeking enforcement of the obligations under such Assigned Agreement will be limited to claims against the interests held by the Lender or a Subsequent Owner in the Plant. (f)Delivery of Notices. The Assignor shall deliver to the Lender, concurrently with the delivery thereof to the Assignor, a copy of each notice, request, or demand given by the Undersigned to the Assignor pursuant to the Assigned Agreement relating to a default by the Assignor under the Assigned Agreement.
3. Payments Under the Assigned Agreement
(a) Payments. The Undersigned shall pay all amounts (if any) payable by it under the Assigned Agreement in the manner and as and when required by the Assigned Agreement directly into the account specified on Exhibit A hereto, or to such other person, entity, or account as specified from time to time by the Lender to the Undersigned in writing. Notwithstanding the foregoing, from and after such time as any entity or person has become a Subsequent Owner pursuant to the terms hereof, the Undersigned shall pay all such amounts directly to such Subsequent Owner or an account designated by the Subsequent Owner. (b)No Offset, Etc. All payments required to be made by the Undersigned under the Assigned Agreement will be made without any offset, recoupment, abatement, withholding, reduction, or defense whatsoever, other than those allowed by the terms of the Assigned Agreement or applicable law.
4. Representations and Warranties of the Undersigned. The Undersigned hereby represents and warrants, in favor of the Lender, as of the date hereof, that:
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5 (a) the Undersigned (i) a chartered city and municipal corporation in the State of California, (ii) is duly qualified, authorized to do business on, and in good standing in every jurisdiction necessary to perform its obligations under the Assigned Agreement and this Agreement, and (iii) has all requisite power and authority to enter into and to perform its obligations hereunder and under the Assigned Agreement, and to carry out the terms hereof and thereof and the transactions contemplated hereby and thereby; (b) the execution, delivery and performance by the Undersigned of this Agreement and the Assigned Agreement have been duly authorized by all necessary corporate or other action on the part of the Undersigned and do not require any approvals, filings with, or consents of any entity or person, which have not previously been obtained or made; (c) with respect to the Undersigned, each of this Agreement and the Assigned Agreement is in full force and effect, has been duly executed and delivered on behalf of the Undersigned by the appropriate officers of the Undersigned, and constitutes the legal, valid, and binding obligation of the Undersigned, enforceable against the Undersigned in accordance with its terms, except as the enforceability thereof may be limited by (i) bankruptcy, insolvency, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or at law); (d) there is no legislation, litigation, action, suit, proceeding or investigation pending or, to the Undersigned’s knowledge, threatened against the Undersigned before or by any court, administrative agency, arbitrator, or governmental authority, body, or agency that, if adversely determined, individually or in the aggregate, (a) could adversely affect the performance by the Undersigned of its obligations hereunder or under the Assigned Agreement, (b) could have a material adverse effect on the condition (financial or otherwise), business, or operations of the Undersigned, or (c) questions the validity, binding effect, or enforceability of this Agreement or of the applicable Assigned Agreement, any action taken or to be taken pursuant hereto or thereto, or any of the transactions contemplated hereby or thereby; (e) all governmental approvals necessary for the execution, delivery and performance by the Undersigned of its obligations under the Assigned Agreement have been obtained and are in full force and effect, except those governmental approvals routinely obtained during the ordinary course of business during the execution of the Plant; (f) Assignor has performed all of its obligations under the Assigned Agreement in all material respects, and neither the Undersigned nor Assignor is in breach or default of any of its obligations thereunder beyond any notice and cure periods (nor has any event occurred which would constitute a default but for the giving of notice or passage of time); (g) to the Undersigned’s knowledge, there are no facts entitling the Undersigned to any claim, counterclaim, offset or defense against Assignor with respect to the Assigned Agreement; (h) Assignor does not owe any indemnity payments or other amounts to the Undersigned under the Assigned Agreement, and the Undersigned is not aware of any existing counterclaims, offsets, or defenses against the Assignor under the Assigned Agreement; and Item 6
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6 (i) all representations and warranties made by the Undersigned in the Assigned Agreement were true and correct in all material respects on and as of the date when made and, except for those that by their terms speak as of a specific date, are true and correct in all material respects on and as of the date of this Agreement.
Each of the representations and warranties set forth in this Section 4 will survive the execution and delivery of this Agreement and the Assigned Agreement and the consummation of the transactions contemplated hereby and thereby.
5. Miscellaneous
(a)Notices. Any communications between the parties hereto or notices provided herein to be given may be given to the following addresses:
If to the Assignor:
c/o Ameresco, Inc.
111 Speen Street, Suite 410
Framingham, MA 01701
Attention: Spencer Doran Hole, EVP & CFO
Telephone: (508) 661-2200
Email: [email protected]
with a copy (not constituting notice) to:
Ameresco, Inc.
111 Speen Street, Suite 410
Framingham, MA 01701
Attention: General Counsel
Email: [email protected] and [email protected] If to the Undersigned:
Amy Bartell
City Attorney’s Office
250 Hamilton Ave, 8th Floor
Palo Alto, CA 94301
Telephone: 650-329-2171
Email: [email protected]
If to the Lender: HA RNG 2 Lender LLC
One Park Place, Suite 200
Annapolis, MD 21401
Attention: Legal Department
Telephone: (410) 571-9860
Fax: (410) 571-6199
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7 Email: [email protected]
All notices and communications provided for hereunder must be in writing and sent (a) by electronic mail (email), (b) by registered or certified mail with return receipt requested (postage prepaid), or (c) by an internationally recognized overnight delivery service (with charges prepaid).
Notices under this Section 5 will be deemed given only when actually received. Any party may change its address for notice hereunder by giving of 30 days’ notice to the other parties in the manner set forth hereinabove.
(b)Governing Law and Venue. This Agreement (i) will be governed by, construed, and enforced in accordance with governing law of the Assigned Agreement, and (ii) is subject to the venue provisions of the Assigned Agreement.
(c)Counterparts. This Agreement may be executed in any number of counterparts, each of which when delivered (including electronic delivery in Portable Document Format (.pdf)) is an original, but all of which together constitute one instrument. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.
(d)Headings Descriptive. The headings of the several sections and subsections of this Agreement are inserted for convenience only and do not in any way affect the meaning or construction of any provision of this Agreement.
(e)Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction will (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction. (f)Amendment, Waiver. Neither this Agreement nor any of the terms hereof may be terminated, amended, restated, amended and restated, supplemented, or otherwise modified except by an instrument in writing signed by the Undersigned and the Lender. (g)Successors and Assigns. This Agreement is binding upon and benefits the Undersigned, the Lender, and their respective permitted successors and assigns. (h)Third-Party Beneficiaries. The Undersigned and the Lender hereby acknowledge and agree that Secured Parties are intended third-party beneficiaries of this Agreement. (i)Refinancing. The Undersigned agrees and acknowledges that the loan and other secured obligations under the Loan Agreement may be refinanced, extended, renewed, or replaced from time to time pursuant to another bank financing, an institutional financing, a capital markets financing, a lease financing, or any other combination thereof or other form of financing and that, in any such event, (i) this Agreement will remain in full force and effect and continue to apply in favor of the Lender or any replacement collateral agent and secured parties (the replacement collateral agent and secured parties in such case being the “New Secured Parties”) under such refinancing, extension, renewal, replacement, or other arrangements, including, as applicable, any additional or replacement credit or security documents entered into in connection therewith, and Item 6
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8 (ii) the terms “Lender,” “Loan Agreement,” “Financing Documents,” and “Secured Parties,” as used hereunder will in each case be deemed to refer to such parties, loans, or agreements, as may be the case, under or in connection with the applicable refinancing, extension, renewal, replacement, or other arrangements; provided that the Assignor shall deliver notice to the Undersigned of the identity of such new parties and new payment instructions within 15 days of such refinancing , and further provided that such New Secured Parties have agreed in writing in a form reasonably acceptable to Undersigned to assume the obligations of this Agreement prior to becoming New Secured Parties.
(j)Further Assurances. The Assignor and the Undersigned hereby agree to execute and deliver all such instruments and take all such action as may be reasonably necessary to effectuate fully the purposes of this Agreement.
(k)WAIVER OF TRIAL BY JURY. THE PARTIES HERETO HEREBY WAIVE
TRIAL BY JURY IN ANY ACTION BROUGHT ON OR WITH RESPECT TO THIS AGREEMENT.
(l)Entire Agreement. This Agreement embody the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof.
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[Signature Page to Consent and Direct Agreement]
IN WITNESS WHEREOF, the parties hereto, by their officers duly authorized, intending to be legally bound, have caused this Agreement to be duly executed and delivered as of the date first above written.
AMERESCO HALF MOON BAY LLC, as Assignor
By:_______________________________
Name:
Title:
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[Signature Page to Consent and Direct Agreement]
THE CITY OF PALO ALTO, as Undersigned
By:
Name:
Title:
CITY OF PALO ALTO
By: _________________________________________
Name: Dean Batchelor
Title: Director of Utilities
APPROVED AS TO FORM:
By: _________________________________________
Name: Amy Bartell
Title: Assistant City Attorney
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[Signature Page to Consent and Direct Agreement]
HA RNG 1 LENDER LLC
as Lender
By:
Name:
Title:
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Exhibit A
Exhibit A
Payment Instructions
Wilmington Trust/M&T Bank
1100 North Market Street
Wilmington, DE 19890-1605
ABA NO. 031100092
For Credit to Account # 158428-000
For Credit to Account Name: Ameresco RNG – Revenue AC
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Planning and Development Services
Meeting Date: November 27, 2023
Report #:2310-2167
TITLE
Approval of Budget Amendments in the Residential Housing In-Lieu Fund and the General Fund to Reflect Prior City Council Funding Commitments for the Development of 525 East Charleston Road/Mitchell Park Place and Authorization of 525 East Charleston Road/Mitchell Park Place Loan Preparation and Execution
RECOMMENDATION
Staff recommends that City Council undertake the following actions to reflect prior funding commitments to 525 East Charleston Road/Mitchell Park Place:
1. Amend the Fiscal Year 2024 Budget Appropriation Ordinance (Requires 2/3 Vote) for:
a. The Residential Housing In Lieu Fund (Fund 233) by:
i. Increasing Transfers-Out to the General Fund by $1,500,000; and ii. Decreasing the Fund Balance by $1,500,000;
b. The Permanent Local Housing Trust Fund (Fund 252) by:
i. Increasing Grants and Subsidies in the amount of $1,500,000; and ii. Increasing the Transfer-Out to the General Fund by $1,500,000; c. The General Fund Planning and Developments Services Department by:
i. Increasing the Transfers-In from the Residential Housing In-Lieu Fund by $1,500,000;
ii. Increasing the Transfers-In from the Permanent Local Housing Trust Fund by $1,500,000; and
iii. Increasing Contract Services by $3,000,000.
2. Authorize the City Manager or designee to negotiate and execute a Loan Agreement, Regulatory Agreement, and related documents necessary to implement Council direction in a form approved by the City Attorney.
EXECUTIVE SUMMARY
City Council made funding commitments to the Mitchell Park Place project in 2022; the City would contribute $1.5 million from the Residential Housing In-Lieu Fund (Fund 233) and would use $1.5 million from the City’s 2022 Local Housing Trust Fund (LHTF) award from the State Department of Housing and Community Development (HCD). It is now necessary for City Item 7
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Council to undertake budget amendment actions that would allow disbursement of this funding and authorize staff to prepare and execute associated loan documents for the project. These Council actions would complete the internal budgeting process to fund this project.
BACKGROUND
Eden Housing, the City of Palo Alto, and the County of Santa Clara have partnered on the development of Mitchell Park Place. Eden Housing will construct this 50-unit affordable housing development with some of the units specifically for persons with developmental disabilities.
The County of Santa Clara owns the project site and both the County and the City have committed funding contributions toward the project.
The City of Palo Alto approved the Planning entitlement1 for Mitchell Park Place on March 3, 2022. City Council made a funding commitment to the project on May 23, 2022. Council committed either $2 million in City funds toward the project or $3 million in the event that the City was awarded a $3.4 million 2022 Local Housing Trust Fund (LHTF) grant from the State Department of Housing and Community Development (HCD). In the latter case, the $3 million funding commitment to the project would come from $1.5 million from the City’s Residential Housing In-Lieu Fund (Fund 233) for use as local LHTF matching funds and $1.5 million would come from the total awarded $3.4 million as a LHTF grant disbursement from HCD.2,3 As the City received the $3.4 million 2022 LHTF award from HCD, the City no longer needs to provide funding to the project exclusively through City-only funds – this makes the original $2 million funding commitment to the project moot.
With Eden Housing’s low-income housing tax credit (LIHTC) application approved, construction of the project is now targeted to commence in early 2024. Therefore, the City needs to complete the following actions:
•Recognize the upcoming near-term receipt of the $1.5 million 2022 LHTF award disbursement from HCD for the project by increasing grants and subsidies in the Local Housing Trust Fund (Fund 252) by $1.5 million, and disperse funds into General Fund by transferring $1.5 million to the Planning and Development Services Department; •Prepare the associated $1.5 million City local matching funds so that the $3 million in funding can be disbursed together by increasing the transfer to the General Fund and decreasing ending fund balance in the Residential Housing-In-Lieu Fund (Fund 233) by $1.5 million;
1 The 525 E. Charleston (21PLN-00329) webpage contains information on the project entitlement history:
https://www.cityofpaloalto.org/Departments/Planning-Development-Services/Current-Planning/Projects/525-E.- Charleston.
2 City Council City Manager Report ID # 14281; May 23, 2022:
https://www.cityofpaloalto.org/files/assets/public/v/1/planning-amp-development-services/long-range- planning/lhtf_14281.pdf.
3 City Council City Manager Report ID # 14300; May 23, 2022:
https://www.cityofpaloalto.org/files/assets/public/v/1/planning-amp-development-services/long-range- planning/lhtf_14300.pdf.
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•Prepare funds for dispersal by increasing contract services in the General Fund by $3.0 million; and
•Authorize staff to prepare and execute associated loan documents for Mitchell Park Place.
ANALYSIS
Staff confirmed that the project description for Mitchell Park Place remains the same as when City Council made funding commitments. Eden Housing will construct 50 housing units in one four-story building, including 2,750 sq. ft. of non-profit commercial space, on a 0.78-acre site.
The proposed unit mix is 37 studios, eight one-bedroom units, and five two-bedroom units. One two-bedroom unit will be reserved for an on-site manager. As a special needs housing project located near frequent transit, no residential parking spaces are required by the City. However, 19 parking spaces will be provided for the commercial use (11 spaces are required by the City’s code), including three parking spaces with electric vehicle charging infrastructure. Bicycle parking will be provided on site, with 50 long-term spaces and seven short-term spaces, for a total of 57 spaces. Supportive service areas include a community lounge with kitchen, support and meeting space, Eden offices, library and tech lounge, and respite rooms.
For this project, the maximum rent for each household will be 30% of a household’s income, based on the income levels identified below. Table 3 summarizes the types of units, affordability levels, and unit mix included in the development.
Table 3: Mitchell Park Place Unit Types and Affordability Levels AFFORDABILITY MIX Units
Extremely Low Income Units @ 30% AMI- studio 13
Extremely Low Income Units @ 30% AMI- 1 bed 1
Extremely Low Income Units @ 30% AMI- 2 bed 1
Very Low Income Units @ 50% AMI- studio 13
Very Low Income Units @ 50% AMI- 1 bed 4
Very Low Income Units @ 50% AMI- 2 bed 1
Low Income Units @ 60% AMI- studio 11
Low Income Units @ 60% AMI- 1 bed 3
Low Income Units @ 60% AMI- 2 bed 2
Manager's Unit (2 BR) 1
Total 50
Notably, the project is receiving funding from several different sources, each with their own, overlapping affordability restrictions. The affordability levels reflected in Table 3 represent the most restrictive requirements that will apply to the property and the restrictions that will be put into practice. To facilitate financing, however, Eden Housing has requested that the City’s regulatory agreement simply restrict almost all units to affordability at 60% of AMI.
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While the terms of the specific loans for Mitchell Park Place would be finalized after City Council authorization for their preparation, per the Affordable Housing Funding Guidelines, the typical loan terms are a 3% interest rate, deferred, residual receipts, and a 55-year term loan.
Underwriting and other LHTF-specific requirements will also need to be incorporated into the loan documents and the City’s regulatory agreements for the project.
FISCAL/RESOURCE IMPACT
The staff recommended actions would not involve any new fiscal or resource impact to the funding commitment already made by City Council on May 23, 2022. As a funding update, staff was informed in October that the project no longer needs its FY 2024 Community Development Block Grant (CDBG) funding ($356,330) due to the lower construction bid received. Those CDBG funds will be reallocated and made available for the FY 2025 CDBG project funding.
ENVIRONMENTAL REVIEW
The commitment of funds does not qualify as a project in accordance of the California Environmental Quality Act (CEQA). In addition, the land use entitlements have already been granted under an expedited project review process under the Supportive Housing Act (AB 2162), which establishes ministerial procedures for the review and approval of the project. Therefore, the project is exempt from CEQA pursuant to Guideline Section 15268.
APPROVED BY:
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Public Works
Meeting Date: November 27, 2023
Report #:2308-1944
TITLE
Approval of Amendment No. 5 to Contract No. C12142825 with NV5, Inc. to add $295,083, increasing the not-to-exceed amount to $2,176,406, for Right-of-Way Appraisal and Acquisition Support for the Newell Road/San Francisquito Creek Bridge Replacement Project, Capital Improvement Program Project PE-12011. CEQA: Environmental Impact Report for Newell Road/San Francisquito Creek Bridge (Resolution No.9889).
RECOMMENDATION
Staff recommends that Council approve and authorize the City Manager or their designee to execute Amendment No. 5 to Contract No. C12142825 with NV5, Inc. in a not-to-exceed amount of $295,083 for design and right-of-way appraisal and acquisition support for the Newell Road/San Francisquito Creek Bridge Replacement Project (PE-12011), including $236,083 for basic services and $59,000 for additional services, resulting in a total not-to- exceed contract amount of $2,176,406.
BACKGROUND
Replacement of the Newell Road Bridge is a key element of flood control for San Francisquito Creek. On June 1, 2020, Council approved the project and the Final Environmental Impact Report (EIR). The full background of the project’s progress and contract amendments can be found in the most recent Council action on June 22, 2021.1
ANALYSIS
In December 2020, Caltrans approved and programmed an amount of $113,000 for right-of- way support for the Newell Road Bridge project. Right-of-way support services including property appraisals, preparation of documents for temporary and permanent easements, and coordination with property owners, were not originally included in NV5’s contract. Because of the additional grant funding from Caltrans, a formal solicitation was required to complete the right-of-way phase. A sub-consultant to NV5, Associated Right-of-Way Services (ARWS), was 1 City Council, June 22, 2021, Agenda Item #5; SR #12368 https://www.cityofpaloalto.org/files/assets/public/v/2/agendas-minutes-reports/reports/city-manager-reports- cmrs/year-archive/2021/id-12368.pdf
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selected in Fall 2022 to advance the right-of-way support. The sub-consultant was able to commence the right-of-way support tasks with available funds moved administratively within the contract. The recommended contract amendment (Attachment A) will add to the scope right-of-way services to be performed by ARWS and NV5. The cost for these services is $219,211.
This amendment also includes additional funding for scope associated with the Plans, Specifications and Estimate phase. The additional scope includes updates performed to complete the plans, notably a Caltrans requirement to implement the 2022 Caltrans Construction Contract Standards. The fee associated with the scope is $16,872.
Lastly, this amendment includes an additional adhoc services amount of $59,000, which equals 25% of the amount of the basic services amount, for services not yet foreseen that may be needed to support completing the design. Although the standard construction contract contingency is typically 10%, as a contract that provides expert services, the higher amount is recommended based on the complexity of the project and the history of working with Caltrans on funding requests. There are design elements of the project with added complexities due to improvements that extend onto private properties and require raising the public roads.
These amounts have been submitted to Caltrans as a funding request, along with the other additional funding and moving of funding to the current fiscal year to support project construction in calendar year 2024. Caltrans is currently reviewing the funding requests.
FISCAL/RESOURCE IMPACT
Funding for the contract amendment is available in the Fiscal Year 2024 Adopted Capital Improvement Program Newell Road/San Francisquito Creek Bridge Replacement project (PE- 12011).
STAKEHOLDER ENGAGEMENT
Significant stakeholder engagement was done during the environmental review phase. Ongoing coordination with adjacent property owners is underway as part of the right-of-way phase.
ENVIRONMENTAL REVIEW
An Environmental Impact Report for the Newell Road/San Francisquito Creek Bridge Replacement Project was completed and certified by Council on June 1, 2020 (SR #11184), by adoption of Resolution No. 9889.2
ATTACHMENTS
Attachment A: Amendment No. 5 to Contract No. C12142825 with NV5, Inc.
APPROVED BY: Brad Eggleston, Director Public Works/City Engineer 2 Resolution 9889, https://www.cityofpaloalto.org/files/assets/public/v/1/city-clerk/resolutions/reso- 9889.pdf?t=62904.01
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DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 AMENDMENT NO. 5 TO CONTRACT NO. C12142825A
BETWEEN THE CITY OF PALO ALTO AND
NV5, INC.
This Amendment No. 5 (this “Amendment”) to Contract No. C12142825 (the “Contract” as defined below) is entered into as of November 13, 2023, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and NV5, INC., a California corporation, located at 15092 Avenue of Science, Suite 200, San Diego, CA 92128 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.
R E C I T A L S
A. The Contract (as definedbelow) was entered into by and between the Parties hereto for the provision of professional engineering design and environmental assessment services (the “Services” as defined therein) in connection with the Newell Road/San Francisquito Creek Bridge Replacement Project (“Project”), as detailed therein.
B. The Parties entered into Amendment No. 1 and Amendment No. 2, each amending the Scope of Services, Schedule of Performance and Compensation, as detailed therein, and Amendment No. 3, amending the Schedule of Performance as detailed therein.
C. The Parties entered into Amendment No. 4 to (1) increase and amend the Scope of Services; (2) increase the compensation by Five Hundred Twenty-Seven Thousand One Hundred Forty Six Dollars ($527,146), from One Million Three Hundred Fifty-Four Thousand One Hundred Seventy-Seven Dollars ($1,354,177) to a new total not-to-exceed amount of One Million Eight Hundred Eighty-One Thousand Three Hundred Twenty-Three Dollars ($1,881,323); and (3) extend the Contract term through December 31, 2024, as detailed therein.
D. The Parties now wish to amend the Contract in order to (1) add Scope for Right-of-Way Support Services and changes to Plan, Specification and Estimate; and (2) increase the compensation by Two Hundred Ninety-Five Thousand Eighty-Three Dollars and Twenty Cents ($295,083.20), from One Million Eight Hundred Eighty-One Thousand Three Hundred Twenty-Three Dollars ($1,881,323) to a new total not-to-exceed amount of Two Million One Hundred Seventy-Six Thousand Four Hundred Six Dollars and Twenty Cents ($2,176,406.20), as detailed herein.
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree:
SECTION 1. Definitions. The following definitions shall apply to this Amendment:
a. Contract. The term “Contract” shall mean Contract No. C12142825 between CONSULTANT and CITY, dated March 5, 2012, as amended by:
Amendment No.1, dated June 4, 2013
Vers.: Aug. 5, 2019
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Contract No. C12142825
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DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 Amendment No.2, dated March 10, 2015
Amendment No.3, dated June 1, 2020
Amendment No.4, dated June 21, 2021
b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.
SECTION 2. Section 1, entitled “SCOPE OF SERVICES”, of the Contract is hereby amended to read as follows:
“CONSULTANT shall perform the Services described in the attached Exhibit “A” (Scope of Services), Exhibit “A-1” (Scope of Services, Amendment No. 1), Exhibit “A-2” (Scope of Services, Amendment No. 2), Exhibit “A-3” (Scope of Services, Amendment No. 4), and Exhibit “A-4” (Scope of Services, Amendment No.5) 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 3. Section 4, entitled “NOT TO EXCEED COMPENSATION,” of the Contract is hereby amended to read as follows:
“The compensation to be paid to CONSULTANT for performance of the Services described in Section 1 (Scope of Services) herein, including any reimbursable expenses specified in Exhibit “C” (Compensation), Exhibit “C-2” (Compensation, Amendment No. 1), Exhibit “C-3” (Compensation, Amendment No. 2), Exhibit “C-4” (Compensation, Amendment No. 4) OR Exhibit “C-5” (Compensation, Amendment No. 5) as applicable, shall not exceed One Million Nine Hundred Seventy-Two Thousand Three Hundred Eighty Dollars and Twenty Cents ($1,972,380.20). In the event Additional Services are authorized, the total compensation for the performance of the Services (also referred to herein as the “Basic Services”), Additional Services and any specified reimbursable expenses, shall not exceed Two Million One Hundred One Hundred Seventy-Six Thousand Four Hundred Six Dollars and Twenty Cents ($2,176,406.20), as detailed in Exhibit(s) “C”, “C-2” “C-3”, “C-4” and/or “C-5”, as applicable. The applicable rates and schedules of payment (budget schedules) are set out in Exhibit(s) “C”, “C-1”, “C-2”, “C-3”, “C-4”, and/or “C-5”, which are hereby attached to and made a part of this Agreement.
Additional Services for this Contract Amendment, if any, shall be authorized in accordance with and subject to the provisions of Exhibit(s) “C”, “C-2”, “C-3”, “C-4”, and/or “C-5”, as applicable. Consultant shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. “Additional Services” shall mean any work that is not determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described in Exhibit “A”, Exhibit “A-1”, Exhibit “A-2”, Exhibit “A-3” or Exhibit“A-4”.
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DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 SECTION 4. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference:
a.
b.
Exhibit “A-4” entitled “SCOPE OF SERVICES, AMENDMENT NO. 5”, ADDED.
Exhibit “B” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT NO. 5”, AMENDED, REPLACES PREVIOUS.
c. Exhibit “C-5” entitled “COMPENSATION, AMENDMENT NO. 5”, ADDED.
SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect.
SECTION 6. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
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DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570
SIGNATURES OF THE PARTIES
IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written.
CITY OF PALO ALTO NV5, INC.
Officer 1
___________________________
City Manager
By:_______
Jeffrey M. Cooper, Senior Vice President
Name:___________________________
Senior Vice President
Title:____________________________
APPROVED AS TO FORM:
Officer 2
____________________________
City Attorney or Designee By:______________________________
MARYJO E O'BRIEN
Name:___________________________
Corporate Secretary
Title:____________________________
Attachments:
Exhibit “A-4”: “SCOPE OF SERVICES, AMENDMENT NO. 5” (ADDED) Exhibit “B”: “SCHEDULE OF PERFORMANCE, AMENDMENT NO. 5” (AMENDED, REPLACES
PREVIOUS)
Exhibit “C-5”: “COMPENSATION, AMENDMENT NO. 5” (ADDED)
Vers.: Aug. 5, 2019
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Amendment No. 5 to
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DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 EXHIBIT A-4
SCOPE OF SERVICES, AMENDMENT NO. 5
(ADDED)
CONSULTANT (also referred to herein as “NV5”) will provide the Services described in this Exhibit “A-4,” Scope of Services, Amendment No. 5, which details the tasks required to finalize the Newell Road Bridge Project for the City of Palo Alto.
This Exhibit “A-4” identifies the Services already provided from Exhibits “A” through “A-3” (“Tasks Completed” as identified below), details the Services remaining to be provided during the remainder of the term of the Agreement, and details Services added and to be provided during the remainder of the term of the Agreement as of the Effective Date of Amendment No. 5, setting a revised baseline for the Services remaining to be provided. In the event of a conflict between the Scope of Services provided in Exhibit “A-4” and the Scopes of Services provided in Exhibits “A” through “A- 4,” the Scope of Services provided in Exhibit “A-4” will control.
Tasks that are completed, or have been determined unnecessary, are no longer part of the final design development and are excluded from this Scope of Services. As applicable, tasks and subtasks are noted below as “completed” or “determined unnecessary” or “on-going”. Phases, tasks, and, where appropriate, descriptions presented, are intended to follow those from the original contract and previous contract amendments.
Phase 1- Preliminary Engineering, NEPA/CEQA Documentation Task 1 - Project Management (On-going)
Task 1.1 - Project Management
Consultant will directly coordinate with Client on a monthly basis through the completion of design and bidding support. Progress reports will be included each month with invoices. Progress reports will consist of a memo summarizing project status and the budget tracking spreadsheet, consistent with the project to date. Consultant will coordinate with Project Stakeholders as required to deliver the project. Consultant will perform management duties, including project tracking, budget review, subconsultant maintenance and communication, and internal coordination.
NV5’s Project Manager understands the connectivity between the Newell Road Bridge Replacement Project and the Upstream of Highway 101 Project. The Project Manager understands priorities and schedules for each project and will allocated uninterrupted resources to the critical tasks as necessary. As a general rule, the Newell Road project carries the highest priority as it must be constructed prior to the Upstream of Highway 101 improvements in the larger picture of the flood control project for the region.
. Task 1.1 Deliverables:
NV5 will deliver the following work products for this scope item:
1. Monthly Invoices
2. Budget Tracking Spreadsheet
3. Monthly Progress Report
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DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 Task 1.2 – Meetings (On-going)
Task 1.3 - Quality Assurance/Quality Control (On-going) Throughout the project, NV5 will ensure project quality at all levels of design by incorporating our Quality Assurance/Quality Control processes and procedures under the Quality Management Plan (QMP). The objectives of the QMP are to provide a consistent approach to performing quality control reviews of all work products to accomplish the following:
•
•
Identify key project quality goals, roles and resources Identity the requirements of the Scope of Work. Make certain to check the Contract deliverables
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Identify and describe quality processes and procedures applicable to the project and group.
The QMP assures that all team members are following the same processes Serve as a comprehensive reference tool for the Project Manager and other project staff in carrying out steps related to Quality Assurance/Quality Control Task 1.4 - Project Schedule (On-going)
NV5 will prepare a comprehensive project schedule and submit it to the City for review and approval. The schedule will be updated once per month to reflect any changes discussed during the monthly Team call, and a copy will be submitted to the City of Palo Alto for project records. The monthly project update will be submitted to the City one week prior to the monthly team meeting to allow for review and discussion at the team meeting.
. Task 1.4 Deliverables:
NV5 will deliver the following work products for this scope item:
1. Project Schedule
Task 3 - Utility Coordination (On-going)
Task 3.0 - Utility Coordination
NV5 will provide utility coordination services with the objective to obtain all data on the various utility encroachments within the project limits. Early coordination will occur once the Type Selection Report has been completed. In addition, following Caltrans utility procedures standard A, B, and C letters of utility notification will be prepared by NV5 for signature and submission by City of Palo Alto and City of East Palo Alto. NV5 anticipates contacting all utility agencies relevant to the Newell Road Bridge Replacement Project.
. Task 3.0 Deliverables:
NV5 will deliver the following work products for this scope item:
1. Utility A, B, and C letters
2. PG&E contract and application process to the City of Palo Alto for pole relocation Task 4 – Environmental Clearance Documents (Task Completed) Vers.: Aug. 5, 2019
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DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 Task 5.3 - Right of Way Engineering Services (On-going) Based on finalized Right of Way alignment, NV5 will prepare right of way plats and legal descriptions necessary for temporary construction easements, permanent easements and the acquisition of additional right of way. Based on available assessors’ maps covering the project site, we have based our fee on providing a maximum of five (5) plats and legal descriptions. At this time, it is anticipated that plats and legals will be needed for: APN No. 003-12-013 (475 Newell Road, Palo Alto), APN No. 063-513-350 (5 Newell Road, East Palo Alto), APN No. 063-515-370 (1761 Woodland Avenue, East Palo Alto), APN No. 063-515-380 (1767 Woodland Avenue, East Palo Alto, including portion in channel), APN No. 063-515-280 (1773 Woodland Avenue, East Palo Alto).
The City will be responsible for appraising and acquiring all necessary easements and right of way takes. Right of Way Appraisal and Acquisition services are not included in our scope of services or fee.
. Task 5.3 Deliverables:
NV5 will deliver the following work products for this scope item:
1. Two (2) copies of signed Plat Maps and Legal Descriptions for each of the affected parcels.
Task 6 – Bridge Hydraulic Report (Task Completed)
Task 7 - Geotechnical Investigations (Task Completed)
Task 7.5 – Prepare Draft Foundation Report (Task Completed) Task 7.6 - Final Foundation Report (Task Completed)
Task 8 - Type Selection (Task Completed)
Phase 2 - Final Design & Permitting
Task 9 - Final Design & PS&E Development
After approval of the Bridge Type Selection Report, NV5 will begin the design work and preparation of the PS&E. This phase will include the development of the bridge and roadway plans which will be prepared in accordance with the current Bridge Design Details Manual and the Highway Design Manual as published by Caltrans. This phase will also include the preparation of Special Provisions to accompany the State of California Standard Specifications.
The initial step of the final design phase will be the development of the first (65%) submittal of the plans, special provisions, and estimate (PS&E).
Task 9.1 - 65% Bridge/Structural Design (Task Completed) Task 9.2 - Roadway Design (Task Complete)
Task 9.3 - Traffic Control/Construction Staging Plans (Task Completed -funds remaining) NV5 will develop traffic control and construction staging plans that will allow for the construction of the project while limiting the inconvenience and impact to the local community.
Task 9.4 - 65% Preliminary Plans, Special Provisions & Estimate (Task Completed) Vers.: Aug. 5, 2019
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DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 Task 9.5 - First (65%) PS&E Submittal (Task Completed)
Task 9.6 - Independent Design Check (Task Completed)
Task 9.7 - Response to Review Comments / 90% PS&E Revisions (Task Completed) Task 9.8 - Second (90%) PS&E Submittal (Task Completed) Task 9.9 – Third (100%) PS&E Submittal (On-going)
Design comments on the 90% PS&E submittal made by City of Palo Alto and Caltrans will be incorporated into the Final Plans Special Provisions and Estimates, as appropriate. . Task 9.9 Deliverables:
The 100% PS&E will include the following items:
1. Checked Structural Bridge Plans
2. Final Road Plans
3. Special Provisions and Technical Specifications for Construction
4. Engineer’s Estimate
5. Resident Engineer’s Pending File
These final drawings, special provisions, technical specifications, and estimates will be prepared in accordance with the current Local Programs Manual and presented to City of Palo Alto at the completion of the design phase of the project. All documents will be stamped and signed by a licensed civil or structural engineer registered in California.
Project drawings will be prepared using the Caltrans standard 22” by 34” drawing sheet size and layout. Project drawings will also be provided in AutoCAD.
Task 9.10 – Landscape Architectural Final PS&E Submittal (On-going) Based on comments received on the preliminary plans developed during the environmental phase, the landscape plans will be developed into construction documents to a 65% level of completion. An updated cost estimate and technical specifications will be prepared for landscape-related items of work. Subsequent submittal will be made at 90% and 100% (Final) PS&E levels in order to address comments and update the landscape architectural plans.
Task 10 – Regulatory Agency Permitting – (Task may be a removed from the scope at the City’s discretion)
Task 10.1 – Permitting (Work by Others – Task remains open if assistance is necessary)
10.2 Right-of-Way A&A Project Management – General Consultation NV5 will directly coordinate with Client on a monthly basis through the completion of ROW A&A and Utility Coordination services. PM tasks will include management and oversight of the new A&A subconsultant and services, including time for selection procedure, coordination with City on A&A Vers.: Aug. 5, 2019
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DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 activities, invoicing, schedules, and budget for A&A activities. QA/QC of plats and legals and for checking the roadway design efforts that will be provided to sub-consultant, Associated Right of Way Services, Inc. (ARWS) is also included.
Additional meetings are also planned for this new service, including: bi-weekly team meetings (City / ARWS / NV5) for the new A&A task during the initial appraisal and negotiation phase, monthly team meetings through the remainder of the new task, 2 information exchange meetings with the design team and ARWS.
ARWS management duties will include:
• Establish work process with NV5 and City and schedule, manage and coordinate all real estate and functions.
•
•
On-going consultation, meetings and recurring project management duties.
Coordinate with NV5, City, appraiser, review appraiser, property acquisition agent and City’s legal counsel.
• Assistance with analyzing various courses of action. Work with NV5 and City to resolve problems and recommend solutions.
•
•
Contract management, budget monitoring and control, and project reporting.
Implementation and compliance with applicable state and federal laws and regulations.
• Maintaining accurate records. Monitor work plan and work flow.
Task 10.2 Deliverables:
NV5 will deliver the following work products for this scope item:
1. 2.
3. Monthly Invoices
Budget Tracking Spreadsheet
Monthly Progress Report
ARWS will deliver the following work products for this scope item:
1. Project status report spreadsheets
10.3 Appraisal Services
As designs have progressed through 90%, the number of parcels affected has increased from the original 5 assumed during scoping of the project over a decade ago to the 9 parcels confirmed with ARWS and presented above. Parcels determined to be affected by the project and coordinated with ARWS for the Appraisals and Acquisition Task, include 4 added parcels: APN No. 063-514-130 (No Situs, Palo Alto), APN No. 063-515-390 (1779 Woodland Avenue, East Palo Alto), APN No. 063-514-060 (Woodland Avenue, East Palo Alto), and APN No. 063-513-440 (15 Newell Road, East Vers.: Aug. 5, 2019
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DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 Palo Alto). NV5 will create Plats and Legal Descriptions for use by ARWS. As requested by ARWS, NV5 will also provide design information and construction plans for affected parcels and planned improvements. Title reports will be ordered where applicable and included in the ODC expenses. The City or NV5 will provide environmental documentation requested by ARWS.
ARWS scope will include:
• Appraisals to be provided to City staff as directed. Assumes appraisals for Parcel Nos. 1 – 8 previously identified.
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The appraiser shall keep a diary of interactions with each of the property owners.
Appraisals to be prepared in accordance with California Eminent Domain Law; California Government Code Section 7260 et seq.; Uniform Standards of Professional Appraisal Practice requirements, except as jurisdictionally exempt; the Caltrans Right of Way Manual; and 49 CFR, Part 24.
• The owner or a designated representative will be invited by the appraiser to accompany him/her during the inspection of the property. A copy of the Notice of Decision to Appraise will be provided.
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•
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The appraiser will issue the necessary public acquisition informational brochure to all owners, which includes Title VI information.
Appraisals to be prepared in an Appraisal Report format in accordance with Uniform Standards of Professional Appraisal Practice, Standard Rule 2-2.
Appraisals are for the “Fair Market Value” of the properties as per California Code of Civil Procedure, Section 1263.320.
In accordance with the California Code of Civil Procedure Section 1263.330, the market value of the property acquired will not include consideration of any increase or decrease in the value of the property that is attributable to any of the following:
The project for which the property is taken;
The eminent domain proceeding in which the property is taken; Any preliminary actions of the acquiring authority relating to the taking of the property.
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The appraiser will work directly with the Review Appraiser.
If revisions are made to the property or assignment requirements during the appraisal process or upon completion of the report, appraisal time to address these revisions will be billed on an hourly basis in accordance with the ARWS Fee Schedule. (Optional Service)
Vers.: Aug. 5, 2019
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DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 Waiver Valuations
• Prepare a Notice of Decision to Inspect. Upon City approval, the notice will be finalized by ARWS, signed by the NV5 or City, and sent with all the required maps and enclosures by ARWS on City letterhead.
• Inspect property and conduct land sales research and analysis.
Estimate the cost for a potential TCE (assumed No. 9 only).
Deliver estimate in Waiver Valuation format.
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Notes
• The estimate (Waiver Valuation) will address the proposed acquisition as if free and clear of hazardous materials and with marketable title. • A Waiver Valuation is not an appraisal. It is completed by a right of way acquisition agent, and utilizes resources and information available in the market, including sales data, listings, field inspections, Assessor’s information and other public records. . Task 10.3 Deliverables:
NV5 will deliver the following work products for this scope item:
1. Two (2) copies of signed Plat Maps and Legal Descriptions for each of the affected parcels.
2. Design information and construction plans for affected parcels and planned improvements, as requested by ARWS.
3. Title Reports as applicable.
ARWS will deliver the following work products for this scope item:
1. Draft Notice of Decision to Appraise for approval.
2. Appraisal Report.
3. Notice of Decision to Inspect. (Waiver Valuation)
4. Waiver Valuation.
10.4 Appraisal Review Services
Upon receiving appraisal reports, an office review of the reports using the various• standards prescribed by the Federal and State Uniform Acts, Federal Highway Administration, Caltrans appraisal procedures, Uniform Standards of Professional Appraisal Practice (USPAP) and the California Eminent Domain codes will be completed.
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Amendment No. 5 to
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DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 •
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Review appraiser will prepare a summary of the appraisal process and provide comments to Appraiser regarding any issues with the reports, or any items that require further clarification.
Upon satisfactory completion of the appraisal reports, an appraisal review report will be prepared.
. Task 10.4 Deliverables:
ARWS will deliver the following work products for this scope item:
1. Appraisal Review Report.
10.5 Negotiations / Acquisitions
• ARWS to prepare acquisition documents. Said documents include, but are not limited to: offer letter, appraisal summary statement and summary of the basis for just compensation, summary statement pertaining to the acquisition of real property or an interest therein, purchase agreement, deed, and public acquisition brochure. ARWS will initiate and maintain individual acquisition files, including diaries. All acquisition documents to receive City’s written approval as to form prior to use in the field. Copies will be provided to the City.
• ARWS will negotiate to acquire partial acquisitions from 9 properties identified previously. We are assuming there will be negotiations with up to 4 property owners and no lessees.
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All discussions for the acquisition of property or an interest therein will be directed to result in the payment of just compensation.
If settlement with owners is reached pursuant to the City approved appraisal, waiver valuation or administrative settlement, ARWS will prepare a Memorandum of Settlement for transmittal to City, reviewing the issues. This memorandum will require City written approval before implementation of any settlement agreement. •
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ARWS will make every reasonable effort to acquire property on behalf of the City expeditiously through agreement with its owner and to avoid litigation. This may necessitate greater levels of effort in the negotiations phase and, where appropriate, should continue after eminent domain has been initiated. City will provide ongoing feedback to ARWS as to authorization for settlements.
ARWS will establish a process of coordinating escrow closings and reviewing escrow instructions. Where there are escrow closings, preparation of escrow instructions will be completed by title company. Approval of conditions of title and escrow instructions, including but not limited to, “subject to” title exceptions, will be done by City.
Vers.: Aug. 5, 2019
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If agreement with all owners cannot be reached, ARWS will advise City that negotiations have reached an impasse. The City will consider scheduling of an action in eminent domain including the required public necessity hearing. ARWS will provide condemnation support as needed and requested, budget allowing. For parcels using the Waiver Valuation process, eminent domain proceedings will require an appraisal be completed first. The City will consider revising the scope of work to include an appraisal if negotiations have reached an impasse utilizing a Waiver Valuation.
City obligations for scope of work:
Written approval of all acquisition documents in a timely manner. Direction as to administrative settlements, negotiating authority and condition of title acceptance.
Providing any formats to be used by ARWS on City’s behalf. Selection of title company.
Review and approval of title company prepared escrow instructions. . Task 10.5 Deliverables:
ARWS will deliver the following work products for this scope item:
1. Draft Acquisition Documents for approval.
2. Memorandum of Settlement and Signed Agreement (upon settlement).
3. Notice that negotiations have reached an impasse (if needed).
10.6 Utility Relocation & Certification Services
Utility Certification was not part of NV5’s original contract or approved budget. NV5 will provide all utility coordination services, including serving as the main point of contact with the utility owners, coordinating to receive utility conflict mapping and preparing Utility Conflict Letters, requesting utility relocation plans and claim of cost liability, arranging meetings with the utility owners, preparing Utility Owner Notices, and coordinating with the utility owners on relocation schedule. Utilities include PG&E Gas, PG&E Overhead Electric, Sanitary Sewer (Palo Alto and East Palo Alto), Water Line (Palo Alto and Eat Palo Alto), PG&E and Palo Alto Underground Electric, Fiber Optic (Palo Alto and East Palo Alto).
Once the utility owners have responded to the Conflict Letter (sent by the City or NV5) and provided the necessary information, ARWS will analyze the requested information to determine utility relocation cost between the utility owners and City, and complete a Report of Investigation. ARWS will prepare Utility Agreement and provide to City and NV5 for review and approval. After signature by City, the documents will be sent to the utility owners for execution. Assumes one Utility Agreement.
Vers.: Aug. 5, 2019
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DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 . Task 10.6 Deliverables:
NV5 will deliver the following work products for this scope item:
1. Utility Owner Notices.
2. Documentation for Right of Way Certification as required by ARWS.
ARWS will deliver the following work products for this scope item:
1. Report of Investigation.
2. Utility Agreement.
10.7 Right of Way Certification
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Coordinate with Project team members for preparation of the Right of Way Certification.
Provide Draft Right of Way Certification for approval by City, in accordance with the Caltrans Right of Way Manual.
Submit supporting documentation along with the Right of Way Certification. Supporting documentation may include right of way contracts, Orders for Prejudgment Possession, diary notes, right of way sufficiency forms, Agreements for Possession and Use, and deeds.
• Coordinate processing of the Right of Way Certification with Caltrans. . Task 10.7 Deliverables:
ARWS will deliver the following work products for this scope item:
1. Draft Right of Way Certification.
Right of Way Certification supporting documentation.
Phase 3 - Bidding & Construction Support (See Exhibit A-3 Amendment 4 for detailed description of tasks and scope)
Vers.: Aug. 5, 2019
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DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 EXHIBIT “B”
SCHEDULE OF PERFORMANCE, AMENDMENT NO. 5
(AMENDED, REPLACES PREVIOUS)
CONSULTANT shall perform the Services so as to complete each milestone within the completion dates specified below. The completion dates shown below are the final completion date of the tasks which include 30%, 60%, 90%, final design, specifications of PS&E and all relevant tasks to complete the Project. 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 shown below within 2 weeks of receipt of the notice to proceed (NTP).
Milestones
1. Project Management
Completion Date for Tasks
December 31, 2024
2. Existing Document Review
3. Utility Coordination
4. Environmental Studies
5. Survey
6. Bridge Hydraulic Report
7. Geotechnical Investigation
8. Preliminary Engineering and Type Selection
9. Final Design & PS&E Development
9.9 100% PS&E Submittal (revisions)
10.1 Regulatory Agency Permitting
10.2 Right of Way (A&A) Project Management
10.3 Appraisal Services
May 9, 2012 (completed)
February 27, 2013 (completed)
June 30, 2020 (completed)
July 20, 2015 (completed)
September 14, 2015 (completed)
September 20, 2012 (completed)
November 10, 2021 (completed)
September 9, 2022 (on-going)
October 2, 2023
(work by others)
January 1, 2024
August 11, 2023
10.4 Appraisal Review Services
10.5 Negotiations / Acquisition
10.6 Utility Relocation / Certification Services
10.7 Right-of-Way Certification
11. Bidding and Construction Support
August 18, 2023
December 27, 2023
December 29, 2023
January 11, 2024
December 31, 2024
The Schedule of Performance applicable to the Services detailed in Exhibit A-3 (Scope of Services, Amendment No. 5) which are not labeled “Task Completed” in Exhibit A-3, is provided in the attached “Attachment 1 to Exhibit B.” Attachment 1 to Exhibit B is hereby attached and incorporated into this Exhibit B by reference as though fully set forth herein. As with the above milestones, the time to complete each milestone detailed in Attachment 1 to Exhibit B 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. As with the above milestones, CONSULTANT shall provide a detailed schedule of work consistent with the schedule shown in Attachment 1 to Exhibit B within 2 weeks of receipt of the notice to proceed (NTP).
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DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 ATTACHMENT 1 TO EXHIBIT “B” AMENDMENT NO. 5 SCHEDULE OF PERFORMANCE Vers.: Aug. 5, 2019
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DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 ATTACHMENT 1 TO EXHIBIT "B" AMENDMENT NO. 5 SCHEDULE OF PERFORMANCE Preliminary Project Schedule
ID Task Name Duration
0 wks
Start Finish
Thu 7/1/21
April
B
May
B
June
B
July
B
7/1
August September October November December January February March B
April
B
May
B
June
B
July
B
August September October November December January February March B
April
B
May
B
June
B
July
B
August September October November December January
M E M E M E M E B M E B M E B M E B M E B M E B M E B M E M E M E M E M E M E B M E B M E B M E B M E B M E B M E B M E M E M E M E M E M E B M E B M E B M E B M E B M E B M 1 NOTICE TO PROCEED Thu 7/1/21
2 3 Phase 1 - Preliminary Engineering
Task 1 - Project Management
Task 1.1 - Project Management
Task 1.2 - Meetings
139 wks
139 wks
139 wks
62 wks
62 wks
62 wks
Mon 7/5/21
Mon 7/5/21
Mon 7/5/21
Mon 7/5/21
Mon 7/5/21
Mon 7/5/21
Fri 3/1/24
Fri 3/1/24
Fri 3/1/24
Fri 9/9/22
Fri 9/9/22
Fri 9/9/22
4 5
7 9 Task 1.3 - Quality Assurance / Quality Control
Task 1.4 - Project Schedule11
13 14
16 17
19 20
22 23
24 26
28 30
31 32
Task 3 - Utility Coordination (Caltrans Utility Process) Task 5 - Survey and Base Mapping
70 wks Mon 7/5/21 Fri 11/4/22
Fri 11/4/22
Fri 8/6/21
20 wks Mon 6/20/22
Task 6 - Bridge Hydraulic Report 5 wks Mon 7/5/21
Task 7 - Geotechnical Investigations
Task 7.4 - Soils Analysis/Evaluation
8 wks
2 wks
4 wks
4 wks
Mon 7/5/21
Mon 7/5/21
Mon 7/5/21
Mon 8/2/21
Fri 8/27/21
Fri 7/16/21
Fri 7/30/21
Fri 8/27/21
Task 7.5 - Preparare Draft Foundation Report
Task 7.6 - Prepare Final Foundation Report
Task 8 - Preliminary Engineering & Type Selection Report 20 wks 10 wks
Mon 7/5/21
Mon 7/5/21
Fri 11/19/21
Fri 9/10/21Task 8.1 Preliminary Engineering & Bridge Type Selection Report 34 35
36 37
38 39
40 41
42 43
44 45
46 47
48 49
50 51
54 58
60 64
65 66
67 68
69 70
71 72
73 75
76 77
78 79
80 81
82 83
84 85
86 87
88 89
90 91
92 93
94 95
96 97
98 99
100
101
102
103
104
Type Selection Report & Preliminary Engineering Submittal 0 wks Fri 9/10/21 Fri 9/10/21 9/10 Agency Review of Preliminary Engineering
City of Palo Alto
4 wks Mon 9/13/21
4 wks Mon 9/13/21
4 wks Mon 9/13/21
4 wks Mon 9/13/21
Fri 10/8/21
Fri 10/8/21
Fri 10/8/21
Fri 10/8/21
City of East Palo Alto
Valley Water
Caltrans Type Selection Review Process
First Caltrans Review
10 wks Mon 9/13/21
6 wks Mon 9/13/21
1 wk Mon 10/25/21
2 wks Mon 10/25/21
Fri 11/19/21
Fri 10/22/21
Fri 10/29/21
Fri 11/5/21
Fri 11/5/21
Fri 11/19/21
Type Selection Meeting
NV5 Responses to Caltrans Comments
Type Selection Report Re-Submittal
Second Caltrans Review
0 wks Fri 11/5/21 11/5
2 wks Mon 11/8/21
Phase 2 - Final Design & Permitting 44 wks? Mon 11/22/21 44 wks? Mon 11/22/21
12 wks Mon 11/22/21
12 wks Mon 11/22/21
12 wks Mon 11/22/21
2 wks Mon 2/14/22
Fri 9/23/22
Fri 9/23/22
Fri 2/11/22
Fri 2/11/22
Fri 2/11/22
Fri 2/25/22
Task 9 - Final Design & PS&E Development
Task 9.1 - Bridge Structural Design
Task 9.2 - Roadway Design
Task 9.3 - Traffic Control / Construction Staging Plans Task 9.4 - 65% Plans, Special Provisions & Estimate
Task 9.5 - First (65%) PS&E Submittal 0 wks Fri 2/25/22 Fri 2/25/22 2/25 Agency Review of 65% PS&E
City of Palo Alto
6 wks Mon 2/28/22
4 wks Mon 2/28/22
4 wks Mon 2/28/22
4 wks Mon 2/28/22
6 wks Mon 2/28/22
Fri 4/8/22
Fri 3/25/22
Fri 3/25/22
Fri 3/25/22
Fri 4/8/22
City of East Palo Alto
Valley Water
Caltrans
Task 9.6 - Independent Design Check 15 wks Mon 2/28/22 Fri 6/10/22 Task 9.7 - Response to 65% / 90% PS&E Development
NV5 Responses to 65% Comments
10 wks Mon 4/11/22
2 wks Mon 4/11/22
8 wks Mon 4/25/22
Fri 6/17/22
Fri 4/22/22
Fri 6/17/22Prepare 90% PS&E (Bridge and Roadway)
Task 9.8 - Second (90%) PS&E Submittal 0 wks Fri 6/17/22 Fri 6/17/22 6/17 Agency Review of 90% PS&E
City of Palo Alto
6 wks Mon 6/20/22
4 wks Mon 6/20/22
4 wks Mon 6/20/22
4 wks Mon 6/20/22
6 wks Mon 6/20/22
Fri 7/29/22
Fri 7/15/22
Fri 7/15/22
Fri 7/15/22
Fri 7/29/22
City of East Palo Alto
Valley Water
Caltrans
Task 9.9 - Third (100%) PS&E Submittal
Response to 90% Comments
8 wks Mon 8/1/22 Fri 9/23/22
Fri 8/12/22
Fri 9/23/22
Fri 9/30/22
Thu 10/27/22
Thu 12/1/22
2 wks Mon 8/1/22
Prepare 100% PS&E 6 wks Mon 8/15/22
0 wks Fri 9/30/22Actually submitted on 9/30/22 (new)
City of Palo Alto Provided a Response (new)
Comment Resolution Meeting (new)
9/30
0 wks Thu 10/27/22
0 wks Thu 12/1/22
10/27
12/1
Final PS&E Submittal 0 wks Fri 9/23/22 Fri 9/23/22
Fri 3/17/23
9/23
Actually submitted on 3/17/23 (new)
City of Palo Alto provided a Response (new)
Comment Resolution Meeting (new)
NV5 to address comments (new)
0 wks Fri 3/17/23 3/17
0 wks Mon 8/14/23
0 wks Fri 9/22/23
Mon 8/14/23
Fri 9/22/23
8/14
9/22
6 wks Tue 10/10/23 Mon 11/20/23
City Building Permit Application Submittal
Response to 90% Comments
4 wks Mon 6/20/22 Fri 7/15/22
Fri 7/1/222 wks Mon 6/20/22
City Building Permit Resubmittal 2 wks
0 wks
Mon 7/4/22
Fri 3/17/23
Fri 7/15/22
Fri 3/17/23City used 3/17/23 Submittal (the 90% submittal from July 11, 22 was incomplete) (new)
3/17
105
106
107
108
109
Task 10 - Regulatory Agency Permitting
Prepare Permit Application
42 wks Mon 11/22/21
12 wks Mon 11/22/21
28 wks Mon 2/28/22
Fri 9/9/22
Fri 2/11/22
Fri 9/9/22Regulatory Agency Permitting
Task 10.2 ROW Appraisal and Acquisition & ROW Certification (new) 15 wks Mon 4/3/23 Fri 7/14/23 110
111
112
113
114
115
116
117
118
119
120
121
122
123
124
125
Plat and Legal & Other Documents
10.3 Appraisal Services
12.7 wks
10 wks
Mon 4/3/23
Mon 5/8/23
Thu 6/29/23
Fri 7/14/23
Fri 7/14/23
Fri 12/8/23
Fri 7/21/23
Fri 7/28/23
Fri 12/8/23
Fri 12/29/23
Fri 7/14/23
Fri 12/29/23
Fri 1/5/24
10.4 Appraisal Review Services
10.5 Negotiations/Acquisition
A. Preparation of Offer Documents
B. City Approval of Offer Documents
C. Negotiations/ Acquisition
4 wks Mon 6/19/23
23 wks
3 wks
Mon 7/3/23
Mon 7/3/23
Fri 7/7/233.2 wks
21.8 wks Tue 7/11/23
10.6 Utility Relocation and Certification Services
A. Report of Investigation
30.4 wks
6.4 wks
Thu 6/1/23
Thu 6/1/23
Tue 8/1/23B. Utility Relocation Agreement (Executed)
10.7 Right of Way Certification
21.8 wks
6 wks Mon 11/27/23
Phase 3 - Bidding & Construction Support
Task 11 - Bid Assistance & Construction Support
Task 11.1 - Construction Bid Assistance
Task 11.2 - Construction Support
112 wks Mon 11/7/22
112 wks Mon 11/7/22
Fri 12/27/24
Fri 12/27/24
Thu 2/29/24
Tue 12/31/24
5 wks Fri 1/26/24
94.4 wks Mon 3/13/23
Project: 20231010_NRB Amendment 5
Date: Thu 10/19/23
Task
Split
Milestone
Summary
Project Summary
External Tasks
External MileTask
Inactive Task
Inactive Milestone
Inactive Summary
Manual Task
Duration-only
Manual Summary Rollup
Manual Summary
Start-only Progress
SplitFinish-only
Item 8
Attachment A - Amendment No. 5 to
Contract No. C12142825 with NV5,
Inc.
Item 8: Staff Report
Pg.
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DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 EXHIBIT “C-5”
COMPENSATION, AMENDMENT NO. 5
(ADDED)
The CITY agrees to compensate the 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 hourly rate schedule attached as Exhibit C- 1 up to the not to exceed budget amount for each task set forth below.
The compensation to be paid to CONSULTANT under this Agreement for all Services to be performed as described in Exhibit “A-4, and reimbursable expenses (here, $6,400 for Direct Costs per the budget schedule below), shall not exceed $236,083.20. CONSULTANT agrees to complete all such Services, including any reimbursable expenses (here, Direct Costs), within this amount. In the event CITY authorizes any Additional Services, the maximum compensation shall not exceed $295,083.20. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY.
CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY’s project manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for the Services, including any reimbursable expenses (here, Direct Costs), does not exceed $236,083.20 and the total compensation for Additional Services does not exceed $59,000. (Exhibit C-5 is continued on the next page)
Vers.: Aug. 5, 2019
Item 8
Attachment A -
Amendment No. 5 to
Contract No. C12142825
with NV5, Inc.
Item 8: Staff Report
Pg.
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DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570
BUDGET SCHEDULE NOT TO EXCEED AMOUNTS
TASK TASK DESCRIPTION 6D Amount Requested Total
Phase II - Final Design and Permitting
9.9 Third (100% PS&E)
2022 Caltrans Construction Contract
Standards Update $16,871.82 $16,871.82
Regulatory Agency Permitting and Right-
of-Way Phase
10.1 Regulatory Agency Permitting
10.2 Right-of-Way A&A Project Mgmt.
10.3 Appraisal Services
10.4 Appraisal Review Services
10.5 Negotiations / Acquisition
10.6 Utility Relocation and Certification
Services
10 NV5
-
$28,041.64
$21,600.73
$0.00
ARWS
$20,000.00
$48,400.00
$14,520.00
$50,000.00
$48,041.64
$70,000.73
$14,520.00
$50,000.00$0.00
$9,249.01
$0.00
$15,000.00
$6,000.00
$24,249.01
$6,000.0010.7 Right of Way Certification
Subtotal Tasks 10.2 - 10.7 (Amendment 5) $212,811.38
Phase II - Final Design & Permitting
Subtotals $229,683.20
$6,400.00
Direct Costs (treated as Reimbursables -
Amendment No. 5)
Phase II - Final Design & Permitting +
Direct Cost Subtotals $236,083.20
Additional Services $59,000.00
Phase II - Final Design and Permitting Totals $295,083.20 (Continued on the next page.)
Vers.: Aug. 5, 2019
Item 8
Attachment A -
Amendment No. 5 to
Contract No. C12142825
with NV5, Inc.
Item 8: Staff Report
Pg.
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DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570
REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are:
A. Travel outside the San Francisco Bay area, 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 for City of Palo Alto employees.
B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges are reimbursable at actual cost.
All requests for payment of expenses shall be accompanied by appropriate backup information.
Any expense anticipated to be more than $500 shall be approved in advance by the CITY’s project manager.
ADDITIONAL SERVICES
The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expense, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s project manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement.
Vers.: Aug. 5, 2019
Item 8
Attachment A -
Amendment No. 5 to
Contract No. C12142825
with NV5, Inc.
Item 8: Staff Report
Pg.
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DocuSign Envelope ID: 442DE418-41C0-4D4B-95D1-72440B69C570 COMPENSATION, NOT-TO-EXCEED AMOUNTS AND TOTALS: ORIGINAL CONTRACT AND AMENDMENTS 1 THROUGH 5
Services
(aka Basic Additional
Services
Maximum
Not-to-exceed AmountServices) and
Reimbursable
Expenses*
Original
Contract $471,977
$151,929
$607,730
--
$47,200
$15,071
$60,270
--
$519,177
$167,000
$668,000
--
Amendment
No.1
Amendment
No.2
Amendment
No.3
Amendment
No.4 $504,661*
$236,083.20
$22,485
$59,000.
$527,146
$295,083.20Amendment
No. 5
Original
Contract and
Amendments
1-5
$1,972,380.20 $204,026 $2,176,406.20
*Direct Costs ($6,400) in Amendment No. 5,Exhibit “C-4” are treated as Reimbursable Expenses.
Vers.: Aug. 5, 2019
Item 8
Attachment A -
Amendment No. 5 to
Contract No. C12142825
with NV5, Inc.
Item 8: Staff Report
Pg.
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2 5
City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: IT Department
Meeting Date: November 27, 2023
Staff Report:2310-2129
TITLE
Approval of a License Agreement with Equinix, LLC for a Three-Year Term in an Amount Not-to- Exceed $536,528, and Authorization of a Contingency Amount Not-To-Exceed $106,900 for Related, Additional but Unforeseen Services Which may Develop During the Project; CEQA Status - Not a Project
RECOMMENDATION
Staff recommends that Council:
1) Approve and authorize the City Manager or designee to execute the license of a Private Cage agreement, included here as Attachment A, with Equinix, LLC (“Equinix”) for a Term Not-to-Exceed Three Years and a Total Not-to-Exceed Amount of $536,528 for the City of Palo Alto Fiber Optic Utility to lease a fiber optic private cage with kVa power access and termination services at the Palo Alto Internet Exchange (“PAIX”). 2) Authorize the City Manager or designee to approve and execute any amendments to the agreement for additional services that might develop during the license period, the total value of which shall not exceed $106,900.
BACKGROUND
The City Council provided direction to staff to proceed with Phase 1 of the fiber to the premises (FTTP) expansion project on Dec. 19, 2022, CMR 148001. In Phase 1, FTTP would be built out in selected areas of the city, and expanded gradually. On November 7, 20232, staff presented an update on plans related to advancing a FTTP pilot program and construction alignment with Electric Grid Modernization to the Council’s Finance Committee. Upgrading overhead lines in 90% of Palo Alto neighborhoods through electric grid modernization and piloting the build out of Palo Alto Fiber to the home supports a reliable, sustainable and connected community. 1 City Council, December 19, 2022; SR# 14800,
https://portal.laserfiche.com/Portal/DocView.aspx?id=59132&repo=r-704298fc 2 Finance Committee, November 7, 2023; SR# 2309-2082,
https://cityofpaloalto.primegov.com/Portal/viewer?id=0&type=7&uid=5be5ee8c-815c-45be-baec-140d7780fb0c Item 9
Item 9 Staff Report
Item 9: Staff Report
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As discussed in the development of an FTTP service, “fiber huts” will be necessary to build out the network and provide connectivity both through the dark fiber backbone through FTTP.
Originally constructed by the Digital Equipment Corporation in 1996 as one of the first internet exchange points (IXPs) in the world, the Equinix data center (SV8) is a neutral data center independent of any one Internet Service Provider (ISP) or telecommunications carrier. This center serves as an internet exchange point (IXP) providing the physical infrastructure through which over 70 ISPs and content delivery networks (CDNs) exchange internet traffic between their networks. It was (and still locally) called the “Palo Alto Internet Exchange (PAIX),” and the city has been leasing fiber optic access and termination services at PAIX since the inception of the City’s fiber network.
There is a highly competitive Palo Alto commercial fiber optic marketplace served by multiple telecommunication companies and Internet Service Providers (ISPs). Many of these entities control independently owned overhead and/or underground fiber optic systems. These systems are also accessed by third-party ISP-service resellers using leased capacity on the fiber optic networks.
ANALYSIS
To support FTTP Phase 1 in 2024, a data center is required to provide internet services. Equinix is the best option to serve as the Data Center and one of two Fiber Huts for the Fiber Project.
City Hall was a potential option, but PAIX provides a superior alternative due to timing, cost, construction, and future flexibility considerations.
A private cage will provide a secure space for the infrastructure required to operate the fiber and ISP for the FTTP, and the Equinix data center (SV8) has a private cage available that meets the requirements to host the data center and fiber hut for the FTTP project. This contract will secure the space from November 2023 through November 2026, at the rate of $14,848 per month. The SV8 data center, as discussed above, is a built facility that multiple companies secure space at for their data center needs. Space comes available as companies depart or move services to alternative options such as the cloud and is only available until another customer secures a contract for use. At this time, the space the city needs to support the FTTP project is available and if the city does not secure this space now, there is no guarantee another space will be available in the future. The impact of not securing this space could further delay the FTTP project in providing internet access to the community and businesses.
Benefits of a private cage with racks vs racks in an open or shared space:
•Dedicated space to support the infrastructure for FTTP and Backbone •Privacy/Security – Only people that are approved by the city will be allowed access. •Reliability – Reduced likelihood of damage to infrastructure by third parties. •Operational efficiency – Full control of cross connects and cable management between racks.
Item 9
Item 9 Staff Report
Item 9: Staff Report
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Due to negotiating for the private cage, the per rack cost is approximately $100.00 – $200.00 less a month than the shared cages. This agreement does not have a termination clause for the initial term of 36 months. Staff anticipate needing that time for the build out of the FTTP project, however, should the services no longer be needed during this term, the City would likely be responsible for these costs.
In addition, this recommends the additional of funding in the amount of $109,900 for additional services such as additional power, cross connects to peer with other ISP’s and fiber cables. This capacity is recommended to ensure flexibility as the City beings Phase 1 of the FTTP build out and any unforeseen issues in this new line of service.
FISCAL/RESOURCE IMPACT
Funding for the first year of this agreement is included in the FY 2024 Adopted Fiber Optic Fund operating budget with subsequent years subject to the annual appropriation of funds. If the pilot is successful and the FTTP project continues, this will become an ongoing cost with funding in subsequent years subject to Council’s approval of each fiscal year’s budget appropriation.
STAKEHOLDER ENGAGEMENT
This has been coordinated with internal stakeholders including the Utilities Department, and in consultation with Magellan/Entrust, the City’s professional services partner in the development of the FTTP project. Through the Utilities Advisory Commission and the Finance Committee, the community has had the opportunity to hear updates on the status of the FTTP project and provide feedback on the project.
ENVIRONMENTAL REVIEW
This activity is not a project under California Environmental Quality Act (CEQA) as defined in CEQA Guidelines, section 15378, because it has no potential for resulting in either a direct or reasonably foreseeable indirect physical change in the environment.
ATTACHMENTS
Attachment A: 36-Month License Agreement with Equinix
APPROVED BY:
Darren Numoto, Chief Information Officer
Item 9
Item 9 Staff Report
Item 9: Staff Report
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Account Name : CITY OF PALO ALTO
Account Number : 110002 Currency : USD PREPARED BY: PREPARED FOR:
Order Number : 1-228942723689 Order Valid Until : 30-Nov-2023 Reza Fazlollahi Darren Numoto Version # : 4 [email protected] [email protected] m
Agreement # : 00036759.0 Initial Term (Months) : 36 (650) 329-2571 Renewal Period (Months) : 12 6506173142
Non-renewal notice (Days) : 90
IBX: SV8
Address: 529 Bryant Street, Palo Alto, CA, 94301, United States Unit Pricing Total Charges
Effective DateProduct Code Product Description Qty UoM NRC MRC NRC MRC SPC00002 Private Cage With kVA Based Power 1 Each - - 0.00 13,248.00 01-Dec-2023 CAG00001 Cage - 6 Cabinets - 14.4 kVA 14.4 kVA - 460.00 - 6,624.00 01-Dec-2023 CAG00001 Cage - Installation Fee 1 Each - - 0.00 - 01-Dec-2023 POW00001 1.2 AC Power 14.4 kVA - 460.00 - 6,624.00
POW00003 AC Circuit - 208v - 30-amp - Single Phase - Primary 3 Each - 0.00 - 0.00 01-Dec-2023 POW00003 AC Circuit - Installation Fee - 208v - 30-amp - Single Phase - Primary 3 Each 0.00 - 0.00 - 01-Dec-2023
POW00003 AC Circuit - 208v - 30-amp - Single Phase - Redundant 3 Each - 0.00 - 0.00 01-Dec-2023 POW00003 AC Circuit - Installation Fee - 208v - 30-amp - Single Phase - Redundant 3 Each 0.00 - 0.00 - 01-Dec-2023
CC00004 Demarcation Point 1 Each - - - 0.00 01-Dec-2023 CC00001 Cross Connect 2 Each - - 1,000.00 750.00 01-Dec-2023 CC00001 Cross Connect - Installation Fee - Single-Mode Fiber 2 Each 500.00 - 1,000.00 - 01-Dec-2023 CC00001 Network Cable Connection - Single-Mode Fiber 2 Each - 375.00 - 750.00 01-Dec-2023 ECX00001 Equinix Fabric Metro Port 1 Each - 350.00 0.00 350.00 01-Dec-2023 ECX00001 Equinix Fabric - Port Installation Fee - 10G 1 Each 0.00 - 0.00 - 01-Dec-2023 ECX00001 Equinix Fabric Port - 10G 1 Each - - - 0.00 01-Dec-2023 CC00001 Network Cable Connection 1 Each - - - 0.00 01-Dec-2023 MC00001 Metro Connect Port - 10G 1 Each - - - 0.00 01-Dec-2023 IX00008 Equinix Internet Exchange - Port 1 Each - 500.00 1,000.00 500.00 01-Dec-2023 IX00008 Equinix Internet Exchange - Port - Installation Fee - 10G 1 Each 1,000.00 - 1,000.00 - 01-Dec-2023 IX00001 Internet Exchange Port - 10G 1 Each - - - 0.00 01-Dec-2023 CC00001 Network Cable Connection 1 Each - - - 0.00 01-Dec-2023 Section Total 2,000.00 14,848.00
Grand Total
Monthly recurring charge: $14,848.00
i9"-)1k
EQUINIX ORDER
Equinix Order Number:1-228942723689(V4) Page 1 of 4 Item 9
Attachment A - 36-Month License
Agreement with Equinix
Item 9: Staff Report
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Grand Total
Non-recurring charge: $2,000.00
NOTES TO CUSTOMER
ªIn a Private Cage, Customer may order power circuits with an aggregate capacity of up to twice the Draw Cap (as defined below), provided Customer does not draw power that exceeds the Draw Cap at any time.º
Ramp Schedules
1.2 AC Power
Ramp Stage Period (Months) Stage Start Date Ramp % Draw Cap MRC Max Allowed Ramp 1 5 01-Dec-2023 25 1,656.00 3.60
2 31 01-May-2024 100 6,624.00 14.40
Notwithstanding anything to the contrary, in the event Customer's actual power usage exceeds the Max Allowed Ramp kVA or kW amount listed above, before the next Start Date, Equinix will increase the power capacity to the next Max Allowed Ramp kVA or kW and increase the Monthly Recurring Charges accordingly.
TERMS AND CONDITIONS
1. INTRODUCTION
This Order is governed by and incorporated by reference into the applicable Master Country Agreement or other similar agreement between the Parties (ªAgreementº).
Capitalized words used but not defined in this Order shall have the meaning ascribed to them in the Agreement or shall refer to the values listed at the top of this Order.
2. DEFINITIONS
`Products' as used in this Order may also be referred to as Licensed Space and/or Services.
PRODUCT TERMS
Additional terms and conditions applicable to the Products listed above can be found at the following URL:
http://www.equinix.com/resources/product-documents and which are incorporated by reference into this Order.
3. REQUESTED DELIVERY DATE & TERM
Customer may provide Equinix with a Requested Delivery Date. The Requested Delivery Date is a target date for Equinix to provision the Licensed Space and Services. Equinix will, acting reasonably, i9"-)1k
EQUINIX ORDER
Equinix Order Number:1-228942723689(V4) Page 2 of 4 Item 9
Attachment A - 36-Month License
Agreement with Equinix
Item 9: Staff Report
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consider Customer's Requested Delivery Date when provisioning the Licensed Space and Services. Following signature of this Order, Equinix will inform Customer of the installation schedule by which Equinix anticipates that the Licensed Space and Services will be provisioned provided that Customer must promptly provide to Equinix any additional scope or information which is necessary in order to complete the provisioning of the Licensed Space and/or Services.
The Initial Term will commence on the date that Equinix informs Customer that the Licensed Space and/or the Services have been provisioned, without any delays caused by Customer. Should such delays extend beyond thirty (30) days, Equinix reserves the right to commence billing or exercise its rights under the Agreement.
After the Initial Term, the term will automatically renew for the Renewal Period unless either Party terminates the Order by providing written Non-renewal notice prior to the end of the then-current term to the other Party in which event this Order will terminate at the end of the then-current term.
4. POWER LIMITATIONS
The maximum amount of electrical power that Customer may draw is stated above as Draw Cap or Qty/UoM in kVA or kW ("Draw Cap"). Customer may not draw more power than the Draw Cap. If Customer exceeds the Draw Cap, Equinix will notify Customer and Customer must reduce power draw to be equal to or less than the Draw Cap within 72 hours (or as otherwise agreed) or Equinix may, in its sole discretion, either charge Customer for the power overage at a maximum of twice the MRC/kVA rate for Licensed Space and power Services above, or suspend Customer©s power Services to return to Draw Cap compliance.
5. PRICE & PRICE INCREASE
The Fees for all Products ordered hereunder will automatically increase during the Initial Term and any applicable Renewal Term by the ªPrice Increase %º set forth in the table below. Notwithstanding the foregoing, if Equinix's direct electrical supply costs increases by an amount that exceeds the Price Increase %, then Equinix may increase the Fees for power Services by such increased cost on a pass-through basis. The first price increase will commence on the ªFirst Price Increase,º as set forth below, and will automatically increase every twelve (12) months thereafter.
Price Increase Terms
First Price Increase Applicable After 12 months
All Products Price Increase % 5%
Renewal Price Increase Terms
All Products Price Increase % 5%
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EQUINIX ORDER
Equinix Order Number:1-228942723689(V4) Page 3 of 4 Item 9
Attachment A - 36-Month License
Agreement with Equinix
Item 9: Staff Report
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CITY OF PALO ALTO Equinix LLC, on behalf of itself and its U.S. Affiliates Signature:
Name:
Title:
Date:
Billing Contact Name:
Billing Address:
PO BOX 10250
PALO ALTO CA United States
75011
Phone Number:
Email Address:
Equinix Local Entity Address:
One Lagoon Drive, 4th Floor
Redwood City CA
United States
94065
Signature:
Name: Alex Para
Title: Commercial Finance Senior Director
Date: 28-Sep-2023
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EQUINIX ORDER
Equinix Order Number:1-228942723689(V4) Page 4 of 4 Item 9
Attachment A - 36-Month License
Agreement with Equinix
Item 9: Staff Report
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Planning and Development Services
Meeting Date: November 27, 2023
Report #:2311-2203
TITLE
Approval of Amendment Number 2 of Six Development Services On-Call Consulting Contracts to Increase the Not-to-Exceed amount by $3.40 million for a Total Not to Exceed $9.75 Million Through December 2024 to Provide Expertise for Plan Review and Inspection Services With all Work Subject to Assigned Task Order and Availability of Funds; Environmental Assessment:
Exempt in Accordance with CEQA Guidelines Section 15061(b)(3).
RECOMMENDATION
Staff recommends that Council approve and authorize the City Manager or their designee to execute an amendment for the following six contracts. Under the amendment, the total cumulative contract authority for all contracts combined is not to exceed $9.75 million through December 31, 2024. Use of the contracts must be consistent with the funding available in the adopted budget(s). The contracts are:
a. C21177994A 4Leaf, Inc.
b. C21177994B SAFEbuilt LLC
c. C21177994C Bureau Veritas North America, Inc.
d. C21177994D Independent Code Consultants, Inc.
e. C21177994E Shums Coda Associates, Inc.
f. C21177994F TRB + Associates, Inc.
BACKGROUND
The Planning and Development Services Department uses on-call contracts to provide building and fire inspection and plan check services. On June 22, 2020, the City Council approved six on- call inspection and plan review contracts for a cumulative amount not to exceed $6.0 million. 1 This amount was determined based on a competitive solicitation process to identify the firms best suited for consultant support as needed. Moreover, given the financial uncertainty at the time, staff requested a reduced initial amount of $6 million, including negotiated rate reductions, and notified Council that staff would need to return for additional contract authority before the 1 Development Center On-Call Contracts: https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes- reports/reports/city-manager-reports-cmrs/year-archive/2020/id-11255.pdf Item 10
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end of the contract term. This single not-to-exceed compensation pool allows staff to utilize the contract best suited to meet the City’s needs.
On November 15, 2021, the City Council approved Amendment Number 1, increasing the cumulative amount to $6.35 million due to services required for the Public Safety Building for Public Works.
ANALYSIS
On-call contracts provide expert service that is efficient, responsive, and available as needed.
Development Services relies on these contracts to provide necessary expertise to meet the fluctuating demand in processing permit applications, performing plan reviews, and conducting inspections.
To allow for continuity of services, staff is returning to the City Council to increase the not-to- exceed amount by $3.40 million to $9.75 million. No changes will be made to existing contracted rates. The firms will continue to provide on-call support associated with Building plan review and inspection, Fire plan review and inspection, and Public Works inspections.
To date, the City has spent about $6.3 million to support Building plan reviews and inspections, Fire plan reviews and inspection, Building permit processing technicians, and Public Works inspector of record services. As a program area requires consultant services, staff will contact on call firms and assign work based on subject matter expertise and the availability of qualified consultants on the bench. Based on analyses of contract utilization and expense trends, staff concludes that it is prudent to increase contract capacity at this time to avoid service disruption.
Staff plans to conduct a new procurement for services in 2024.
FISCAL/RESOURCE IMPACT
Use of consultants for specific assistance is an efficient and effective use of resources, allowing the department to quickly access needed technical skills. The cost of the contracts is offset by fees collected by the department for application processing, consistent with the FY 2024 Adopted Municipal Fee Schedule.
The budget for these contracts is contained in the Planning and Development Services and Public Works adopted department budgets. Use of contractors for development services work is contingent on (1) approved contracts with capacity to support the required scope; and (2) availability of funding in the department’s approved budget.
Staff is not requesting a budget increase. No work will be assigned to consultants under these contracts unless there is sufficient operating budget to cover the costs.
STAKEHOLDER ENGAGEMENT
When the contracts were initially established, staff in the Planning and Development, Fire, and Public Works Departments participated in the development of the selection criteria, drafting of the RFP, review of proposals, and interviewing of top firms. An assessment and discussion were Item 10
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conducted by an internal panel, leading to contracts selection. Planning and Development Services, Fire, and Public Works staff all utilize these contracts when needing specific expertise.
POLICY IMPLICATIONS
Approval of these awards will allow Planning and Development Services Department to continue meeting service delivery goals established as part of the Development Center Blueprint initiative.
ENVIRONMENTAL REVIEW
Approval of these contracts is not a project under the California Environmental Quality Act (CEQA) and therefore no environmental review is required.
ATTACHMENTS
Attachment A: Contract No. C21177994A with 4Leaf, Inc.
Attachment B: Contract No. C21177994B with SAFEbuilt LLC Attachment C: Contract No. C21177994C with Bureau Veritas North America, Inc.
Attachment D: Contract No. C21177994D with Independent Code Consultants, Inc.
Attachment E: Contract No. C21177994E with Shums Coda Associates, Inc.
Attachment F: Contract No. C21177994F with TRB and Associates, Inc.
APPROVED BY:
Jonathan Lait, Planning and Development Services Director Item 10
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Vers.: Aug. 5, 2019