Agenda packet — Palo Alto City Council, December 18, 2023 (part 2 of 4)

CITY OF PALO ALTO CONTRACT NO. C24189293

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF PALO ALTO AND NOVA PARTNERS, INC.

This Agreement for Professional Services (this “Agreement”) is entered into as of the 18th day of December, 2023 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and NOVA PARTNERS, INC. , a California corporation, located at 201 Moffett Boulevard, Mountain View, CA 94043, Department of Industrial Relations (DIR) Registration Number PW-LR-1000689705 (“CONSULTANT”).

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

RECITALS

A. CITY intends to replace Fire Station No. 4 (the “Project”) and desires to engage a consultant to provide construction management services in connection with the Project ( the “Services”, as detailed more fully in Exhibit A).

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

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

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

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

SECTION 2. TERM.

The term of this Agreement shall be from the date of its full execution through December 31, 2026 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.

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

DocuSign Envelope ID: 1C22B584-B2C1-4375-B79D-AF0B1A989224 Item 9
Attachment A - Contract
C24189293 with Nova
Partners, Inc.

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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 Five Hundred Ninety - Three Thousand Twenty -Eight Dollars ($593,028.00). T he hourly schedule of rates , if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.

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 Fifty-Nine Thousand Three Hundred Three Dollars ($59,303.00) for the performance of Additional Services ( as defined below). The total compensation for performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C , shall not exceed Six Hundred Fifty -Two Thousand Three Hundred Thirty-One Dollars ($652,331.00), as detailed in Exhibit C.

“Additional Services” means any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit A . CITY may elect to, but is not required to, authorize Additional Services up to the maximum amount of compensation set forth for Additional 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.

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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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, th e 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 1 3 (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 experi ence 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 s hall 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 L AWS. 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 u nder 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 c hange order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions.

SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any s ubmittal 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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employees. CONSULTANT wi ll be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities re lated to CONSULTANT’s performance of the Services, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT ’s provision of the Services only, and not as to the means by which such a result is obtained.

SECTION 11. ASSI GNMENT. 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, succes sors, executors, administrators and assignees of the parties.

SECTION 12. SUBCONTRACTING.

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

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

Consolidated Engineering Laboratories (CEL), San Ramon, CA MultiVista, San Francisco, CA

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 Joe Capps -Jenner, Project Director, 201 Moffett Boulevard, Mountain View, CA 94043, Telephone 415-720-1462, 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 t he CONSULTANT’s P roject Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute P roject Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s DocuSign Envelope ID: 1C22B584-B2C1-4375-B79D-AF0B1A989224 Item 9
Attachment A - Contract
C24189293 with Nova
Partners, Inc.

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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 Matt Raschke, Public Works Department, Engineering Division, 250 Hamilton Avenue, Palo Alto, CA , 94301, Telephone: 650-496-5937, 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 . All work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product available to any individual or organization without the prior written approval of the C ity Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services.

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

SECTION 16. INDEMNITY.

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

DocuSign Envelope ID: 1C22B584-B2C1-4375-B79D-AF0B1A989224 Item 9
Attachment A - Contract
C24189293 with Nova
Partners, Inc.

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[Option B applies to any consultant who does not qualify as a design professional as defined in Civil Code Section 2782.8.] 16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney’ s fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its offic ers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party.

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

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

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

SECTION 18. INSURANCE.

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

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

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after filing with the Purchasing Manager thirty (30) days ’ prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT , CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement.

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

SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.

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

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

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

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

SECTION 20. NOTICES.

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

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

With a copy to the Purchasing Manager

To CONSULTANT: Attention of the P roject Manager at the address of CONSULTANT recited on the first page of this Agreement.

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

SECTION 21. CONFLICT OF INTEREST.

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

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

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

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

SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.

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

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

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 DocuSign Envelope ID: 1C22B584-B2C1-4375-B79D-AF0B1A989224 Item 9
Attachment A - Contract
C24189293 with Nova
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the public, whether directly or through a contractor or subcontractor, are required to be accessible to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a manner that complies with the ADA and any other applicable federal, state and local disability rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate against persons with disabilities in the provision of services, benefits or activities provided under this Agreement.

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

SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE .

CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the Cit y, 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 DocuSign Envelope ID: 1C22B584-B2C1-4375-B79D-AF0B1A989224 Item 9
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WORKS CONTRACTS.

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

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

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

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

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

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Attachment A - Contract
C24189293 with Nova
Partners, Inc.

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SECTION 28. CONFIDENTIAL INFORMATION.

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

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

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

28.2. “Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil Code 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 confidentiality obligation; (iv) is independently developed by employees of CONSULTANT without any use of or acce ss to the Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an authorized representative of CITY.

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

28.4. CONSULTANT will notify City promptly upon learning of any breach in the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or cont rol, 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 not hing 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.

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SECTION 29. MISCELLANEOUS PROVISIONS.

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

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

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

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

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

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

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

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

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

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

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EXHIBIT A: SCOPE OF SERVICES
EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS
EXHIBIT E: DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS
EXHIBIT F: CLAIMS FOR PUBLIC CONTRACT CODE SECTION 9204

PUBLIC WORKS PROJECTS

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

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CONTRACT No. C24189293 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

NOVA PARTNERS, INC.

Officer 1

By:_________________________________

Name:______________________________

Title:_______________________________

Officer 2

By:_________________________________

Name:______________________________

Title:_______________________________

DocuSign Envelope ID: 1C22B584-B2C1-4375-B79D-AF0B1A989224 Principal
David Marks, Principal
Principal
Bob Olson
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EXHIBIT A

SCOPE OF SERVICES

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

All work described below will be done in conjunction with the City’s ongoing review and approval process for the Fire Station No. 4 Replacement project. The Consultant’s services shall include full construction management services as required to assist City staff in the management of the final design, bidding phase, and construction of the Fire Station No. 4 Replacement project as well as with any claims or other contract disputes that may arise. All work performed by Consultant shall be in accordance with the prof essional standard and quality and best practices that prevail among professional construction managers in the Peninsula region.

If at any time, the City is not satisfied with the performance of Consultant’s staff, the City reserves the right to request the services of a different individual. If for any reason Consultant proposes a change of staffing during the course of the project, the City reserves the right to approve any new staff. Staffing changes must be approved a minimum of 21 calendar days in advance, in writing, by the City’s Project Manager (PM).

Task 1: Preconstruction Services
Consultant shall assist the City in final reviews of the construction documents and in preparing bid documents. Consultant shall in accordance with the professional standard and quality that prevail among professional construction managers in the San Francisco Peninsula region perform the following services:

1.01 Become familiar with the project history and site and meet design team and Fire Department representatives

1.02 Assist the Architect and City staff as needed to obtain building permits for the project

1.03 Develop an independent cost estimate of probable construction cost based on the 65% and 95% progres s sets and the 100% construction documents provided for constructability review and reconcile the estimate to the Architect’s estimate

1.04 Provide detailed constructability review of the 65% and 95% progress sets and the 100% construction documents to verify that the construction documents are complete and are internally consistent, and to identify opportunities for value engineering. The principal objectives of the construability review are to ensure that the construction documents contain all of the necessary detail to prevent delays from occurring during construction and to avoid project change orders resulting from any inadequacy and inconsistencies of the construction documents. Following the construability review, report to the City all shortcomings identified with a focus in the following areas:
• Site logistics, constraints, and construction challenges including but not limited to construction deliveries, staging, trailer placement, and laydown areas throughout construction
• Clarity of documents and ide ntify any areas of ambiguity that may affect contractor bids
• Completeness of documents – ensuring no scope gaps
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• Internal consistency of documents including but not limited to project drawings, project specifications, and other City standards
• Technical constructability
• Building code compliance
• Quality control
• Compatibility of contract plans, specifications, and applicable standards • Utility clearances for constructability
• Project schedule
• Pedestrian and vehicular safety and access around project and in coordination with nearby construction projects
• Opportunities for cost efficiencies
• Appropriate project allowances, contingencies, liquidated damages, and add- alternates for bidding purposes
• Potential project risks

1.05 Following any modifications to the 100% construction documents resulting from the final constructability review, develop a revised independent estimate of probable construction cost that accounts for the modifications and reconcile the estimate to the Architects’ estimate

1.06 Prior to solicitation of construction bids, coordinate any significant construction document revisions that need to be included in the bid with the Architect and City staff. Minor design changes can be included after the bid is advertised as part of an addendum before bid due date.

1.07 Assist the City with the preparation of the scope of services for the bid packages and other related bid documents needed to ensure a complete bid package. The Architect will prepare the technical specifications, and Consultant will review for completeness.

1.08 Become familiar with the various City department functions and requirements for project coordination.

1.09 Coordinate and prepare any construction signage or outreach materials that may be needed.

1.10 Contractor and Key Subcontractor Prequalification: Prior to soliciting construction bids, the Consultant shall work with the Public Works, Purchasing and City Attorney’s Departments to prepare prequalification forms and rating systems required for Prime Contracto r and key subcontractor prequalification (“Prequalification”). Prequalification may occur for up to six subcontractors in key disciplines to be identified by the City, with input from Consultant, for each Contractor seeking prequalification. The City shall issue the request for prequalification and the Consultant shall administer the feedback from responders, including but not limited to: answering questions from contractors and subcontractors, coordinating responses with the City’s Purchasing Division and Public Works Department, preparing spreadsheets or other documentation necessary to compile and compare contractor responses, preparing a recommended bidder’s list with a brief report summarizing findings, assist in representing the City in any subsequent hearings challenging the validity of the results, and any follow -up documentation resulting from said hearings.

1.11 Bidding: Contractor bids shall be processed by the City’s Purchasing Division.

Consultant shall review the contractor bids for compliance with the technical portions DocuSign Envelope ID: 1C22B584-B2C1-4375-B79D-AF0B1A989224 Item 9
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of the bid requirements as set forth in the specifications and make a recommendation for a ward or rejection. Consultant shall assist with the bid period work items including clarifications and bid evaluation relative to the contract documents.

Consultant shall review the subcontractor list for completeness and compliance with the bid documents. The City Purchasing Division will verify Consultant’s recommendation in order to finalize the decision.

1.12 Addenda: If changes to the construction documents are required during the bidding period, Consultant shall prepare the addenda items with the assi stance from the Architect. The City will issue the addenda.

1.13 Questions: During the bidding process, Consultant shall be prepared to assist writing answers to RFIs received by respective bidders on the project with Architect and City Staff on an as-needed basis.

1.14 Pre-bid Conference and Pre -construction Meeting: Consultant shall coordinate and facilitate the Pre-bid Conference and Pre-construction Meeting including preparation of the agendas and meeting minutes. The pre-bid conferences are typically mandatory for bidders to attend.

1.15 Hazardous Material Abatement: A hazardous materials study has already been completed for existing Fire Station 4 that is to be demolished. Consultant shall assist City staff in the preparation of plans and specifications, assist in bidding (if removal is by means of a separate contact) and coordinate the remediation contractor’s efforts.

A third-party consultant shall be employed by the City to survey, test, develop, and implement removal procedures and report results. C onsultant shall coordinate as needed between the hazardous materials removal contractor and the third -party consultant hired to monitor the removal.

1.16 Relocation of Existing Fire Station: Consultant will assist the City with procuring the services of a moving contractor (“Mover”). The Consultant shall coordinate between the Mover and City staff in order to relocate fire station staff, services, equipment and materials to the temporary station (location to be determined) that will be a pre - fabricated module. A similar move from the temporary station will be coordinated when the new station is ready for occupancy.

Consultant will manage the preconstruction process efficiently by performing the greatest value - added service for a project: revie wing the design documents as they develop. Consultant will review the design and make comments on the efficiency and consider costs related to the design.

Consultant will utilize personnel with extensive field experience to assist the team in constructability review of design. Consultant will work to eliminate vague details, unbuildable logic, and poor design to ensure the project will avoid costly construction delays.

Depending upon the project requirements, Consultant will also utilize experts to perform peer reviews of design. As the design progresses, Consultant will verify the costs of the project remain within the budget limits. Consultant is experienced in developing construction estimates, using historical data and previous experience on projects to manage the cost estimates. Consultant will work with several cost estimating experts to obtain reliable estimates that will be reconciled with the Architect’s estimates. Where scopes of work exceed the allowed costs, Consultant will manage the value engineering process.

Consultant has the expertise to assist with the bidding process for the City of Palo Alto. Consultant will assemble the bid documents, manage the Invitation for Bid (IFB) documents, assist the DocuSign Envelope ID: 1C22B584-B2C1-4375-B79D-AF0B1A989224 Item 9
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Purchasing Department with release of the IFB and ensure the process is smooth. The Prequalification process must be in alignment with the Public Contract Code requirements.

Consultant will score the prequalification responses and provide the City with a formal review document naming the prequalified bidders. When bidding commences, Consultant will manage the pre-bid RFI’s, conduct mandatory onsite pre-bid meetings, and prepare Addenda information for the City to publish to the prequalified bidders. Additional services Consultant can provide include s pecialty contractor coordination such as waterproofing or soundproofing consultants.

Consultant may manage any of the specialty contractors the City may utilize on these projects so the City can focus on other business.

Task 2: Construction Management Services
Consultant shall provide construction management services after the approval of the construction contract through completion of the project. Consultant shall in accordance with the professional standard and quality that prevail among professional construction managers in the San Francisco Peninsula region perform the following services:

2.01 Throughout the construction process, conduct and lead weekly Owner/Architect/Contractor (OAC) meetings to review project schedule, RFIs, and open items that require resolution, review of Contractor payment applications, review of change order requests, processing of contract change orders, providing an expert review of the entitlement to changes, level of completeness for payment, review of project schedules, and adherence to the contract project schedule. Consultant shall set up and conduct other meetings necessary to facilitate the project work including but not limited to pre-construction and pre-construction preparatory meetings.

2.02 Write and distribute the meeting agendas and meeting minutes to include: City- Consultant meetings, pre-construction meetings, pre -construction preparatory meetings, regular site meetings, and meeting with City staff, contractors, various City departments, and the public. Meeting mi nutes will explicitly track who has the responsibility for each action item with expected completion dates.

2.03 Be prepared to address comments and concerns of the Contractor, Architect, Project Manager, City staff, and the general public on an as-needed basis.

2.04 Provide project management tools that will be customized to the specific City needs.

For example, budget spreadsheets have been built to track various project funding sources such as grants.

2.05 Oversee the day -to-day construction work performed by the Contractor. Provide a CM Field Superintendent (CMFS) who shall maintain a field presence whenever work is underway by the Contractor. CMFS is not responsible for the means and methods of the Contractor, nor for safety of any of the Cont ractor’s employees, but will have the authority, although not the responsibility, to observe and report concerns with regards to such issues. CMFS will perform the following:
• Ensure that work is being constructed in compliance with the contract documents, the approved shop drawings, the current RFI answers, and other Construction Contract documents, and in general to protect the interest of the City daily in the field
• Observe and report daily field problems with respect to quality, cost, and schedule
• Develop and maintain deficiency, incomplete work item, and preliminary DocuSign Envelope ID: 1C22B584-B2C1-4375-B79D-AF0B1A989224 Item 9
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punch list reports in a live document shared with the City and reviewed on a weekly basis
• Maintain a daily construction report shared with the City as the daily history of the project to include significant jobsite field events occur each day • Monitor any ‘time and materials’ work performed by the Contractor and their subcontractors to ensure that the work being performed is being charged appropriately to Field Order and not-in-contract work
• Manage third-party testing and agency inspections
• Review the contractor’s as -built drawings on a weekly basis to ensure any changes have been properly an completely documented

2.06 Track construction process, logistics, Request for Information (RF I), Architect’s Supplemental Information (ASI), Change Order (CO), and other information or requests.

2.07 Oversee construction activities and ensure that all aspects of LEED construction requirements are followed and documented. Consultant shall work clos ely with the project’s Commissioning Agent, who will be hired separately by the City.

2.08 Coordinate and work with Contractor and any other involved parties to implement logistical and communication measures to minimize any impacts to the nearby residential neighborhoods, park, playing field, library, churches, and various schools in the vicinity. Consultant shall implement expeditious methods for resolving conflicts. Consultant shall handle coordination between the City staff, Contractor, and Architect.

2.09 If nighttime, holiday, or weekend work is required periodically to minimize impacts or due to delay in the schedule, Consultant services shall still be required in full effect but will be compensated as Additional Services for costs incurred. Work on t he following City holiday shall not be considered Additional Services and shall be regular working days for the Contractor and Consultant, with the cost for same included in the Consultant’s fee:
• The third Monday in January (Martin Luther King Day)
• June 19 (Juneteenth)
• The second Monday in October (Columbus Day)
• November 11 (Veteran’s Day)
• The Friday following Thanksgiving Day (the fourth Thursday in November) • December 24 (Christmas Eve)
• December 31 (New Year’s Eve)

2.10 Coordinate with City staff, Contract or, and Architect to establish deadlines for submittal of response to RFIs, deferred submittals, construction coordination drawings, construction schedules, inspection requests, change order requests, and claims (see example City standard construction cont ract and General Conditions).

Consultant shall track all such requests and submittals to ensure compliance with deadlines and in order to prevent any delays to the project. Consultant shall track all requests and submittals in a format acceptable to the City staff, and Consultant shall make the tracking document available to City staff through electronic file sharing.

Consultant shall increase its project staffing in a timely manner if needed to process requests and submittals in accordance with the established deadlines and to avoid delays. Comments from different reviewers of the submittal shall be compiled before being returned to the Contractor for revisions. All submittals shall be sent directly DocuSign Envelope ID: 1C22B584-B2C1-4375-B79D-AF0B1A989224 Item 9
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between the Contractor and the Architect, with copies, doc umentation, and management reports submitted to and managed by the Consultant.

2.11 Outreach: Provide monthly construction updates including progress photos of project and summary of performed activities. Consultant shall provide the updates in a format and layout approved by the City and submitted to the City seven (7) calendar days prior to the end of each month. Consultant shall provide updates suitable for uploading onto the City’s website. Consultant shall respond within 24 hours to resident questions and complaints. Consultant shall create a communication plan prior to start of construction for review and approval by the City.

2.12 Oversee, manage, and track the Contractor’s preparation and/or review of all necessary documentation for the project including, but not limited to:
• Daily logs and inspection progress reports
• Photos/videos
• RFI’s
• ASI’s
• Correspondence
• Shop drawings

2.13 Review and comment on any project -related correspondence as request by the City.

Routine correspondence that is related to product information or minor design issues may be prepared and answered by Consultant on its letterhead, with a copy of the response directed to Project Manager and Architect. Correspondence requiring City response, including but not limited to corresponde nce with residents, cost or contractual issues, may be draft by Consultant but shall be signed only by City.

2.14 Utilize a professional web-based construction project management file sharing tool , like Procore or BIM 360, in order for the Consultant, City staff, Architect, Contractor, City contractors, and other as appropriate to post project documents for shared viewing and download. Web-based tool to be hosted and maintained by General Contractor. Documents shall include: architectural plans and specifications, submittals, RFI’s, ASI’s, inspection logs, schedules, meeting agendas and minutes, LEED documents, construction progress photos, and any other documents request to be posted by City or that will benefit the various parties involved.

2.15 Analyze, m onitor, and request updates for the master schedule as the project progresses. Consultant shall analyze the schedule for construction constraints, level of critical activities, and to verify progress in conjunction with the analysis of pay applications. Consultant shall review Contractors’ individual Critical Path Method (CPM) schedules, monitor Contractor’s progress, notify the City of any slippage, and coordinate Contractor recovery plans. In addition, Consultant shall develop a detailed procurement log w ith the Contractor to address material delivery on -site, delivery times, fabrication lead times, A/E submittal reviews (including time for revisions and resubmittals), deferred submittals, coordination and contractor design.

2.16 Review progress payment requests submitted by Contractor within five (5) business days of receipt and verify the accuracy and percentage of completion against the schedule and resolve any discrepancies in the invoices. Consultant shall review the invoices and backup from completeness and compliance with contract documents and make a recommendation to Project Manager for payment of the progress payment request. Consultant shall also implement a process assuring contractors provide accurate certified payroll documentation to the Depar tment of Industrial Relations DocuSign Envelope ID: 1C22B584-B2C1-4375-B79D-AF0B1A989224 Item 9
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(DIR).

2.17 Review all change order requests submitted to the City for accuracy, completeness, appropriateness, and compliance with the City contract documents. Consultant shall work with the Architect to determine the validity of change order requests, however, the Architect will not be expected to provide input on the validity of the dollar value of the claim, only input as to whether the work is indeed ‘extra’. In instances when the work is determined to be extra, Consultant shall make recommendations to the City on the pricing of the change orders using compensation methodologies specific in the Construction Contract. If necessary or if requested by the City, Consultant shall prepare an independent estimate of the value of t he additional work to verify the reasonableness of fixed price change orders. Consultant shall reject change order requests that are determined to be invalid. Consultant shall process change order requests according to the schedule developed under “Establi shment of deadlines”, and shall coordinate responses with the City and Architect.

2.18 Analyze any claims from the Contractor (i.e., compensation and delay) as to whether they are excusable, inexcusable, or compensable and prepare a response for the City.

Consultant shall process claims according to the schedule developed under “2.10 Establishment of deadline”.

2.19 Assist the City in the procurement, scheduling, submittal review, documentation and management of City contractors and, in particular, with the coordination of their work with the Contractor’s work. City contractors are contracted directly with the City including, but not limited to furniture installers, C.3 observation, and movers.

2.20 Quality Control and Assurance: Monitor and document the Contractor’s work for any deviations in scope, schedule, or performance and keep the City informed of and assist in resolving any issues that may arise.

2.21 Coordinate the preparation of record drawings with the Contractor and Architect on a regular basis, both during the construction and post-construction phases, and review the drawings for “as-built” accuracy.

2.22 Work with commissioning agent, Architect, and the Contractor to ensure that all new equipment have been installed in accordance with the contrac t documents, are working properly as stand- alone equipment, and are working properly as part of a complete system.

2.23 Prepare and compile a project punch list with the assistance from the City and Architect to be forwarded to the Contractor once the Cont ractor requests substantial completion and it is determined to be warranted. Consultant shall oversee the completion of the punch list items before the final notice of completion is issued.

2.24 Coordinate the logistics related to a groundbreaking and ribbon- cutting ceremony, including working with the Fire department, identifying power sources, etc. Costs for beverages, materials and photographs shall not be the responsibility of the Consultant.

2.25 Ensure completion and delivery of all required close -out documents including operation and maintenance (O&M) manuals, record drawings, and warranties.

Consultant shall review all these materials for compliance with the contract documents and for completeness sand report any deficiencies o r discrepancies to Contractor for corrections and resubmittal. Consultant shall work under the direction of the Project Manager to resolve any contract claim issues that may arise (stop work notices, delays, extra work, etc.). As -built drawings shall be sc anned by Consultant for archiving by City.

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2.26 Complete City IMS template spreadsheet including information on value of systems installed including, but not limited to, ADA, conveyor, electrical, exterior envelope, fire life safety, interior, mechanical, plumbing, roofing, site work, structural, and others. Record overall soft costs and unallocated costs of the project.

2.27 Consolidate and deliver all project files and documentation to be retained by the City.

2.28 Consultant shall host a monthly job walk for City staff to view the construction as it progresses after publication of the monthly report.

Task 3: Budget and Schedule Management
Consultant shall review, manage, and maintain the project schedule and budget to be shared with City staff on a monthly basis. Consultant shall in accordance with the professional standard and quality that prevail among professional construction managers in the San Francisco Peninsula region perform the following services:

3.1 Develop and maintain a detailed schedule and perform critical CPM analysis as needed throughout the project. Provide a monthly updated schedule to City staff.

3.2 Develop a construction budget format and tracking system. Consultant shall track on a constant basis all project construction and soft-cost expenses, including third-party contracted costs (furniture, fixtures, movers, etc.) and shall reconcile these costs monthly with City staff.

Task 4: Testing and Special Inspections
A testing and inspection agency(s) shall be under contract with and paid for by the Consultant.

Consultant shall coordinate with the Contractor in scheduling the testing agency services for materials testing and special inspections needed for the life of the project. The testing includes industry standard testing and inspections as required by applicable building codes. Consultant shall ensure that all required sign- off are reviewed and distributed and comply with the specifications and the latest California Building Codes. Consultant shall coordinate, schedule and provide physical oversight of the geotechnical engineer’s work that relates to the construction phase of the project. Geotechnical inspections are provided by the City’s Geotechnical Engineer, and are not provided by the Consultant.

Task 5: Photographic Recording
Based upon a build period of eighteen (18) months, Consultant shall provide a photographic record of the following:
• pre-construction site-survey of existing condition
• eighteen (18) maximum exterior progressions
• interior progressions
• six (6) maximum interior mechanical, electrical and plumbing • pre-concrete slab pour
• exterior elevation, including window-flashing and waterproofing • three (3) maximum roofing showing the roof at various stages of the project • and finished condition prior to occupancy.

All documentation shall include consultants with the City identifying project -specific needs, appropriate photographic intervals, schedules, determination of optimal locations based on the site plans, a representative number of digital photographs at such intervals and for such durations and at the specified milestone; linking each photo set to the appropriate location on the site plans and DocuSign Envelope ID: 1C22B584-B2C1-4375-B79D-AF0B1A989224 Item 9
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floor plans; online web hosting of the documentation for the construction period covered by the documentation and for a minimum period of 1- year thereafter; password protected access to the documentation; and digital original copies on a USB drive of the entire documentation upon completion.

Task 6: Allowance for Additional Testing
The construction contract requires the Contractor to reimburse the City for re -testing that results from failed inspections. The City does not, however, have an administrative mechanism to return/rebate re-testing fees to the Consultant. The Consultant shall therefore carry a budget to pay for any additional re -testing that may be required. This allowance shall only be expended if authorized in advance, in writing, by the City’s Project Manager.

Task 7: Deconstruction and Construction Materials Management The Consultant is to oversee Contractor material sorting and verify divergence of materials from landfills. Existing building features are to be disassembled piece by piece in order to salvage materials fit for reuse such as doors, windows, lighting and plumbing fixtures, a nd lumber.

Consultant shall in accordance with the professional standard and quality that prevail among professional construction managers in the San Francisco Peninsula region perform the following services:

7.1 Assist City in completing City’s DECONSTRUCTION / DEMOLITION SUBMITTAL CHECKLIST. The City has already completed the salvage survey.

7.2 Attend pre-demolition meeting with City of Palo Alto Zero Waste group of the Public Works Department, GreenWaste of Palo Alto, Contractor, demolition subcontractor, and Owner. Attend subsequent site visits as needed

7.3 Coordinate with City of Palo Alto Utilities and Contractor on utilities disconnect

7.4 Monitor storm drain protection measures for Polychlorinated Biphenyls (PCBs) by assessing protection measures weekly and during the rainy season, daily. Notify Contractor to replace if found deficient or not in place.

7.5 Verify source separation per Palo Alto Municipal Code ( PAMC 5.24.050) takes place by Contractor with periodic spot checks during demolition phase of project

7.6 Obtain copies of debris weight tags, trucking, and haul away tags from the Contractor to document landfill diversion

7.7 Obtain copies of certifications of salvaged items

7.8 Coordinate site visit as needed wit h City of Palo Alto Zero Waste team to complete deconstruction requirements

Task 8: Post-Construction Services
City Fire Department staff and some equipment will be relocated to a temporary fire station.

Consultant shall oversee the efforts related to moving back to Fire Station No. 4 at 3600 Middlefield Road. Consultant shall in accordance with the professional standard and quality that prevail among professional construction managers in the Peninsula region perform the following services:

8.1 Assist Cit y in coordinating move back to the new Fire Station No. 4 with City departments and movers.
82 Coordinate modification work between City staff and contractor(s) for temporary fire station site. Any design effort shall be by separate contract with City.

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8.3 Record Drawings and Close -out: Within 60 calendar days after the “Notice of Completion to the Contractor”, Consultant shall:
• Coordinate preparation of record drawings with the contract and review these drawings for “as-built” accuracy
• Ensure completion and delivery of all Contractor required close-out documentation including O&M manuals, record drawings, warranties, etc. • Consolidate all project files and documentation maintained by the Consultant to be retained by the City of Palo Alto Under direc tion of the City’s Project Manager, work to resolve any contract claim issues (stop notices, bonding, delays, extra work, etc.) that may arise
• Consultant will set up and coordinate contractor -provided training of City staff as required by the contract documents and as necessary to ensure that the appropriate City personnel are adequately trained and familiar with the new and refurbished equipment
• Respond to and coordinate with the Contractor or responsible party to repair and/or replace defective work items that are included in the project’s 1- year warranty period which may extend to one year from the Notice of Completion.

8.4 Meet with the Fire Department and Public Works staff monthly for three (3) months commencing after the building is fully operational to complete any remaining punch- list items and/or to contact the Contractor for any warranty issues that might arise. After initial three-month period, Consultant shall contact City staff quarterly for a period of nine months to determine whether any new building or systems issues have been identified. Systems deficiencies that cannot be resolved by the Contractor shall be reported to the Commissioning Agent, Architect, and City.

8.5 Participate in an off -season testing (i.e., testing the heating system pr ior to winter) session and work with the Contractor to correct any deficiencies.

8.6 Compile final testing documentation for inclusion in the Commissioning Record and in the O&M manuals.

8.7 Return to the site at month 10 of the 12- month warranty period and review operating conditions with City facility staff and the Commissioning Agent in order to identify any outstanding issues related to the original and seasonal commissioning. The Commissioning Agent will interview occupants and facility staff to identify problems or concerns that they have with operating the building as originally intended. The Commissioning Agent will make suggestions for improvements and for recording these changes in the O&M manuals. The Commissioning Agent will identify areas that may come under warranty or under the original construction contract. The Consultant shall work with the Contractor to resolve any warranty issues.

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EXHIBIT A-1

PROFESSIONAL SERVICES TASK ORDER

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

CONTRACT NO.

OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE)

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

2. CONSULTANT NAME:

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

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

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

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

8. ATTACHMENTS: A: Task Order Scope of Services B (if any): _____________________________

I hereby authorize the performance of the
work described in this Task Order.

APPROVED:

CITY OF PALO ALTO

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

I hereby acknowledge receipt and acceptance of
this Task Order and warrant that I have
authority to sign on behalf of Consultant.

APPROVED:

COMPANY NAME: ______________________

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

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EXHIBIT B

SCHEDULE OF PERFORMANCE

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

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

1. Preconstruction Services 27 weeks

2. Construction Management Services 115 weeks

3. Budget and Schedule Management 115 weeks

4. Testing and Special Inspections 115 weeks

5. Photographic Recording 115 weeks

6. Allowance for Additional Testing 115 weeks

7. Deconstruction and Construction
Materials Management
115 weeks

8. Post-Construction Services 156 weeks

Optional Schedule of Performance Provision for On-Call or Additional Services Agreements. (This provision only applies if checked and only applies to on- call agreements per Section 1 or agreements with Additional Services per Section 4.)

The schedule of performance shall be as provided in the approved Task Order, as detailed in Section 1 (Scope of Services) in the case of on-call Services, or as detailed in Section 4 in the case of Additional Services, provided in all cases that the schedule of performance shall fall within the term as provided in Section 2 (Term) of this Agreement.

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EXHIBIT C

COMPENSATION

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

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

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

BUDGET SCHEDULE

TASK NOT TO EXCEED AMOUNT
Task 1
(Preconstruction Services)
$128,482.00
Task 2
(Construction Management Services)
$246,364.00
Task 3
(Budget and Schedule Management)
$82,110.00
Task 4
(Testing and Special Inspections)
$62,333.00
Task 5
(Photographic Recording)
$28,000.00
Task 6
(Allowance for Additional Testing)
$10,000.00
Task 7
(Deconstruction and Construction Materials Management)
$9,390.00
Task 7
(Post-Construction Services)
$26,349.00
Sub-total for Services $593,028.00
Reimbursable Expenses (if any) $0.00
Total for Services and Reimbursable Expenses $593,028.00 Additional Services (if any, per Section 4) $59,303.00
Maximum Total Compensation $652,331.00

REIMBURSABLE EXPENSES

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

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

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EXHIBIT C-1

SCHEDULE OF RATES

CONSULTANT’s schedule of rates is as follows:

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EXHIBIT D

INSURANCE REQUIREMENTS

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

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

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

REQUIRED TYPE OF COVERAGE REQUIREMENT

MINIMUM LIMITS
EACH

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

STATUTORY

STATUTORY STATUTORY STATUTORY
YES

GENERAL LIABILITY, INCLUDING

PERSONAL INJURY, BROAD FORM

PROPERTY DAMAGE BLANKET

CONTRACTUAL, AND FIRE LEGAL

LIABILITY

BODILY INJURY

PROPERTY DAMAGE

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

$1,000,000

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

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

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

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B. CROSS LIABILITY

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

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

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

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

C. NOTICE OF CANCELLATION

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

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

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

EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED WITH THE CITY OF PALO ALTO AT THE FOLLOWING EMAIL ADDRESS:

[email protected]

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EXHIBIT E

DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS

This Exhibit shall apply only to a contract for public works construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement with CONSULTANT without proof that CONSULTANT and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. City requires CONSULTANT and its listed subcontractors , if any, to comply with all applicable requirements of the California Labor Code including but not limited to Labor Code Sections 1720 through 1861, and all applicable related regulations , including but not limited to Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq., as amended from time to time. This Exhibit E applies in addition to the provisions of Section 26 (Prevailing Wages and DIR Registration for Public Works Contracts) of the Agreement.

CITY provides notice to CONSULTANT of the requirements of California Labor Code S ection 1771.1(a), which reads:

“A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.”

This Project is subject to compliance monitoring and enforcement by DIR. All contractors must be registered with DIR per Labor Code Section 1725.5 in order to submit a bid. All subcontractors must also be registered with DIR. No contractor or subcontractor may be awarded a contract for public work on a public works project unless registered with DIR . Additional information regarding public works and prevailing wage requirements is available on the DIR w eb site (see e.g. http://www.dir.ca.gov) as amended from time to time.

CITY gives notice to CONSULTANT and its listed subcontractors that CONSULTANT is required to post all job site notices prescribed by law or regulation.

CONSULTANT shall furnish certified payroll records directly to the Labor Commissioner (DIR) in accordance with Subchapter 3, Title 8 of the California Code of Regulations Section 16461 (8 CCR Section 16461).

CITY requires CONSULTANT and its listed subcontractors to comply with the requirements of Labor Code Section 1776, including but not limited to:

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

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

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

CITY requests CONSULTANT and its listed subcontractors to submit the certified payroll records to CITY’s Project Manager at the end of each week during the Project.

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

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

Eight (8) hours labor constitutes a legal day’s work. CONSULTANT shall forfeit as a penalty to CITY, $25.00 for each worker employed in the execution of the Agreement by CONSULTANT or any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day or forty (40) hours in any one calendar week in violat ion of the provisions of the Labor Code, and in particular, Sections 1810 through 1815 thereof, except that work performed by employees of CONSULTANT or any subcontractor in excess of eight (8) hours per day, or forty (40) hours during any one week, shall be permitted upon compensation for all hours worked in excess of eight (8) hours per day, or forty (40) hours per week, at not less than one and one -half (1&1/2) times the basic rate of pay, as provided in Section 1815.

CONSULTANT shall secure the payment of workers’ compensation to its employees as provided in Labor Code Sections 1860 and 3700 (Labor Code 1861). CONSULTANT shall sign and file with the CITY a statutorily prescribed statement acknowledging its obligation to secure the payment of workers’ compensation to its employees before beginning work (Labor Code 1861).

CONSULTANT shall post job site notices per regulation (Labor Code 1771.4(a)(2)).

CONSULTANT shall comply with the statutory requirements regarding employment of apprentices including without limitation Labor Code Section 1777.5. The statutory provisions will be enforced for penalties for failure to pay prevailing wages and for failure to comply with wage and hour laws.

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EXHIBIT F
CLAIMS FOR PUBLIC CONTRACT CODE SECTION 9204 PUBLIC WORKS

PROJECTS

The provisions of this Exhibit are provided in compliance with Public Contract Code Section 9204; they provide the exclusive procedures for any claims pursuant to Public Contract Code Section 9204 related to the Services performed under this Agreement.

1. Claim Definition. “Claim” means a separate demand by the Contractor sent by registered mail or certified mail with return receipt requested, for one or more of the following:

(A) A time extension, including, without limita tion, for relief from damages or penalties for delay assessed by the City.
(B) Payment by the City of money or damages arising from the Services performed by, or on behalf of, the Contractor pursuant to the Agreement and payment for which is not otherwise expressly provided or to which the Contractor is not otherwise entitled. (C) Payment of an amount that is disputed by the City.

2. Claim Process.

(A) Timing. Any Claim must be submitted to City in compliance with the requirements of this Exhibit no later than fourteen (14) days following the event or occurrence giving rise to the Claim. This time requirement is mandatory; failure to submit a Claim within fourteen (14) days will result in its being deemed waived.

(B) Submission. The Claim must be submitted to City in writing, clearly identified as a “Claim” submitted pursuant to this Exhibit, and must include reasonable documentation substantiating the Claim. The Claim must clearly identify and describe the dispute, including relevant references to applicable portions of the Agreement, and a chronology of relevant events.

Any Claim for additional payment must include a complete, itemized breakdown of all labor, materials, taxes, insurance, and subcontract, or other costs. Substantiating documentation such as payroll records, receipts, invoices, or the like, must be submitted in support of each claimed cost.

Any Claim for an extension of time or delay costs must be substantiated with schedule analysis and narrative depicting and explaining claimed time impacts.

(C) Review . Upon receipt of a Claim in compliance with this Exhibit, the City shall conduct a reasonable review of the Claim and, within a period not to exceed 45 days from receipt, shall provide the Contractor a written statement identifying what portion of the Claim is disputed and what portion is undisputed. Upon receipt of a Claim, the City and Contractor may, by mutual agreement, extend the time period provided in this paragraph 2.

(D) If City Council Approval Required. If the City needs approval from the City Council to provide the Contractor a written statement identifying the disputed portion and the undisputed portion of the Claim, and the City Council does not meet within the 45 days or within the mutually agreed to extension of time following receipt of a Claim sent by registered mail or certified mail, return receipt requested, the City shall have up to three days following the next duly publicly noticed meeting of the City Council after the 45- day period, or extension, expires to provide t he Contractor a written statement identifying the disputed portion and the undisputed portion.

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(E) Payment. Any payment due on an undisputed portion of the Claim shall be processed and made within 60 days after the City issues its written statement. If the City fails to issue a written statement, paragraph 3, below, shall apply.

3. Disputed Claims

(A) Meet and Confer. If the Contractor disputes the City's written response, or if the City fails to respond to a Claim submitted pursuant to this Exhibit within the time prescribed, the Contractor may demand in writing an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand in writing sent by registered mail or certified mail, return receipt requested, the City shall schedule a meet and confer conference within 30 days for settlement of the dispute. Within 10 business days following the conclusion of the meet and confer conference, if the Claim or any portion of the Claim remains in dispute, the City shall provide the Contractor a written statement identifying the portion of the Claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the Claim shall be processed and made within 60 days after the City issues its written statement.

(B) Mediation . Any remaining disputed portion of the Claim, as identified by the Contractor in writing, shall be submitted to nonbinding mediation, with the City and the Contractor sharing the associated costs equally. The City and Contractor shall mutually agree to a mediator within 10 business days after the disputed portion of the Claim has been identified in writing by the Contractor. If the parties cannot agree upon a mediator, each party shall select a mediator and those mediators shall select a qualified neutral third party to mediate the disputed portion of the Claim. Each party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator. If mediation is unsucc essful, the parts of the Claim remaining in dispute shall be subject to any other remedies authorized by the Agreement and laws.

(i) For purposes of this paragraph 3.B, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the parties in dispute resolution through negotiation or by issuance of an evaluation.

Any mediation utilized shall conform to the timeframes in this section.

(ii) Unless otherwise agreed to by the City and the Contractor in writing, the mediation conducted pursuant to this section shall excuse any further obligation, if any, under Public Contract Code Section 20104.4 to mediate after litigation has been commenced.

4. City’s Failure to Respond. Failure by the City to respond to a Claim from the Contractor within the time periods described in this Exhibit or to otherwise meet the time requirements of this Exhibit shall result in the Claim being deemed rejected in its entirety. A Claim that is denied by reason of the City's failure to have responded to a Claim, or its failure to otherwise meet the time requirements of this Exhibit, shall not constitute an adverse finding with regard to the merits of the Claim or the responsibility or qualifications of the Contractor.

5. Interest. Amounts not paid in a timely manner as required by this section shall bear interest at seven (7) percent per annum.

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6. Approved Subcontractor Claims . If an approved subcontractor or a lower tier subcontractor lacks legal standing to assert a Claim against the City because privity of contract does not exist, the Contractor may present to the City a Claim on behalf of a subcontractor or lower tier subcontractor. A subcontractor may request in writing, either on his or her own behalf or on behalf of a lower tier subcontractor, that the Contractor present a Claim for work which was performed by the subcontractor or by a lower tier subcontractor on behalf of the subcontractor.

The subcontractor re questing that the Claim be presented to the City shall furnish reasonable documentation to support the Claim. Within 45 days of receipt of this written request, the Contractor shall notify the subcontractor in writing as to whether the Contractor presented the claim to the City and, if the Contractor did not present the claim, provide the subcontractor with a statement of the reasons for not having done so.

7. Waiver of Provisions . A waiver of the rights granted by Public Contract Code Section 9204 is voi d and contrary to public policy, provided, however, that (1) upon receipt of a Claim, the parties may mutually agree to waive, in writing, mediation and proceed directly to the commencement of a civil action or binding arbitration, as applicable; and (2) t he City may prescribe reasonable change order, claim, and dispute resolution procedures and requirements in addition to the provisions of Public Contract Code Section 9204, so long as the contractual provisions do not conflict with or otherwise impair the timeframes and procedures set forth in this section.

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Administrative Services
Meeting Date: December 18, 2023
Report #:2310-2191
TITLE
Approval of Easement at Greer Park, 1098 Amarillo Avenue, for Sewer Line Connecting Building at 2850 W. Bayshore Road; CEQA status – categorically exempt.

RECOMMENDATION
Staff recommends that Council authorize the City Manager or their designee to execute the attached Grant of Easement and Agreement (Attachment A) and Quitclaim Deed and Termination of Easement (Attachment B) to SummerHill West Bayshore LLC.

BACKGROUND
On April 3, 2023, the City Council approved the final subdivision map proposed by SummerHill Homes for a 48 unit attached townhome condominium project at 2850 West Bayshore Road.1 As suggested in the report, an existing easement adjacent to the project, at Greer Park, needs to be relocated to provide utilities for the project and the neighboring property at 2800 West Bayshore Road.

ANALYSIS
SummerHill West Bayshore LLC, as successor in interest to Carrier Properties of Nevada, Inc., is an owner of an easement and right of way that was recorded in 1976 for sanitary sewer purposes at Greer Park. The easement also serves the property at 2800 West Bayshore Road. SummerHill has informed the City that, as a part of the project, maintenance needs to be performed on the improvements within the easement that could impact the park. To limit impacts to the park, the parties have agreed to the Grant of Easement and Agreement to realign the existing easement slightly to the south. The owner of 2800 West Bayshore Road is also willing to realign the easement, based on conversations with their property representative, although they are conducting their due diligence. To not hold up the condominium project at 2850 West Bayshore Road, SummerHill will quitclaim their interest in the existing easement and accept the new 1 https://cityofpaloalto.primegov.com/Portal/viewer?id=1720&type=0 Item 10
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easement from the City, while the owner of 2800 West Bayshore Road retains their right to the existing easement until they also quitclaim their interest and agree to the new easement agreement.

FISCAL/RESOURCE IMPACT
The realignment of the existing easement will help reduce impacts by placing the new sewer connection away from playing fields, reducing the need to interrupt scheduled league play should maintenance be required. Therefore, no fees are charged for the preparation and recording of the easement.

STAKEHOLDER ENGAGEMENT
Staff will continue to engage with the owner of 2800 West Bayshore Road in an attempt to acquire all rights to the existing easement and offer a similar new easement for sanitary sewer purposes.

ENVIRONMENTAL REVIEW
The proposed relocation of a portion of an easement is categorically exempt from review under the California Environmental Quality Act (CEQA) pursuant to Title 14 California Code of Regulations Section 15305 as a minor alteration in land use limitations.

ATTACHMENTS
Attachment A: Grant of Easement Agreement
Attachment B: Quitclaim Deed and Termination of Easement APPROVED BY:

Kiely Nose, Assistant City Manager
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ACKNOWLEDGMENT

State of California
County of _____________________________)

On _____________________

____ before me, ______ ___________________________________ (insert name and title of the officer)

personally appeared ______________________________________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature ______________________________ (Seal)

A notary public or other officer completing this
certificate verifies only the identity of the individual who signed the document to which this certificate is
attached, and not the truthfulness, accuracy, or
validity of that document.

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ACKNOWLEDGMENT

State of California
County of _____________________________)

On _____________________

____ before me, ______ ___________________________________ (insert name and title of the officer)

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature ______________________________ (Seal)

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Administrative Services
Meeting Date: December 18, 2023
Report #:2308-1922
TITLE
Adoption of a Resolution and Approving an Easement Relocation Agreement Relocating and Vacating a 25 Foot Public Service Easement at the Castilleja School at 1263 Emerson Street and 220 Embarcadero Road (also commonly known as 1310 Bryant Street), Assessor Parcel Numbers 124-12-033 & 124-12-034; CEQA status – categorically exempt.

RECOMMENDATION
Staff recommends that Council:

1. Approve and authorize the City Manager or designee to execute the Easement Relocation Agreement relocating a public service easement on the Castilleja School located at 1263 Emerson Street and 220 Embarcadero Road (also commonly known as 1310 Bryant Street); and

2. Adopt a resolution summarily vacating a public service easement on the Castilleja School located at 1263 Emerson Street and 220 Embarcadero Road (also commonly known as 1310 Bryant Street) after the relocated easement has been recorded.

ANALYSIS
On April 20, 1992, the City Council introduced and passed a resolution ordering the vacation of a street easement on a portion of Melville Avenue between Bryant and Emerson Streets, while reserving a 25-foot easement benefitting the City for underground and overhead public utilities purposes.1 This Public Utility Easement (“PUE”) is associated with the property owned by the Castilleja School Foundation (“Castilleja”).2 The property’s Assessor Parcel Numbers are 124-12- 033 & 124-12-034 and is commonly known as 1310 Bryant Street, but a Preliminary Report prepared by Chicago Title Company, dated November 1, 2023, and referenced as Order No. 60605270-606-TEO-JM, identifies the property address for Assessor Parcel Number 124-12-033 as 1263 Emerson Street and a separate Preliminary Report dated November 9, 2023, and 1 General Vacation, Resolution No. 7086, recorded as Recording Number 11386298, Book M218, Page 0593 of Official Records of Santa Clara County.
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referenced as Order No. 60604321-606-TEO-JM, identifies the property address for Assessor Parcel Number 124-12-034 as 220 Embarcadero Road. This item was originally scheduled on August 14, 2023. To maintain clear visibility on items related to the Castilleja School development, the item now has been revised with a clearer title to reference the school by name and the commonly known address, in addition to the addresses and parcel numbers found in title reports. Staff will also notify individuals that have requested to be notified of actions related to the school.

On June 6, 2022, the City Council approved Castilleja’s applications for Architectural Review with Parking Adjustment, Conditional Use Permit, and Variance, and made several findings, determination and declarations.3 In connection with those applications, the City Council made it a Condition of Approval that Castilleja relocate the existing 25-foot PUE to be within the boundaries of the driveway that is proposed near the Emerson Street and Melville Avenue intersection. Castilleja has agreed to relocate the existing 25-foot public utility easement. To relocate the easement, the City will execute an Easement Relocation Agreement creating a 25- foot PUE within the proposed new driveway and adopt a resolution to vacate the existing easement in accordance with Section 8333 of the California Streets and Highways Code.

STAKEHOLDER ENGAGEMENT
This item has been coordinated with Jorgenson, Sigel, McClure & Flegel, LLP, legal counsel to Castilleja School. Planning staff will notify individuals that have previously provided emails to receive notice related to the school’s Council-approved planning entitlement project.

FISCAL/RESOURCE IMPACT
The property owner paid the summary easement vacation fee in FY 2023, which amounts to $1,842, as set forth in the FY 2023 Municipal Fee Schedule.

ENVIRONMENTAL REVIEW
Council action to relocate the public service easement is within the scope of the Environmental Impact Report prepared for the Castilleja School Project and adopted by the Council on June 6, 2022 (SCH #2017012052).

ATTACHMENTS
Attachment A: Summary Vacation Resolution & Easement Relocation Agreement - Castilleja School at 1263 Emerson Street and 220 Embarcadero Road (also commonly known as 1310 Bryant Street)
APPROVED BY:

Kiely Nose, Assistant City Manager
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ATTACHMENT A

SUMMARY VACATION & EASEMENT RELOCATION AGREEMENT
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Vacation Resolution &
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Agreement - Castilleja
School at 1263 Emerson
Street and 220
Embarcadero Road (also
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Bryant Street)

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Recorded at no charge in accordance with
Streets & Highways Code Section 8336 at
the request of and when recorded return to:

City of Palo Alto
Real Estate Division
250 Hamilton Avenue
Palo Alto, CA 94301

SPACE ABOVE LINE FOR RECORDER’S USE

APN: 124-12-034
Address: Castilleja School
1263 Emerson Street and
220 Embarcadero Road
(a.k.a. 1310 Bryant Street)
Palo Alto, CA 94301

SUMMARY VACATION
RESOLUTION NO. _____

RESOLUTION OF THE COUNCIL OF THE CITY OF PALO ALTO

SUMMARILY VACATING AND RELOCATING A PUBLIC SERVICE EASEMENT

AT THE CASTILLEJA SCHOOL,
1263 EMERSON STREET AND 220 EMBARCADERO ROAD
(A.K.A. 1310 BRYANT STREET), PALO ALTO, CA

WHEREAS, Section 8333 of the Streets and Highways Code authorizes the City Council to summarily vacate a public service easement in any of the following cases:
(a) the
easement has not been used for the purpose for which it was dedicated or acquired for five consecutive years immediately preceding the proposed vacation, (b) the date of dedication or acquisition is less than five years, and more than one year, immediately preceding the proposed vacation, and the easement was not used continuously since that date , (c) the easement has been superseded by relocation, or determined to be excess by the easement holder, and there are no other public facilities located within the easement; and

WHEREAS, under that certain General Vacation, Resolution No. 7086, recorded as Recording Number 11386298, Book M218, Page 0593 of Official Records of Santa Clara County, the City of Palo Alto reserved a 25-foot easement for public utilities purposes benefitting the City, and any right necessary to construct, maintain, operate, replace, remove, renew or enlarge any underground public utility facilities , existing overhead public utility facilities, sanitary sewers, storm drains and appurtenant structures in, upon, over, under or across the easement area; and

WHEREAS, in connection with that certai n A CTION NO. 2022 -02 RECORD OF THE COUNCIL OF THE CITY OF PALO ALTO LAND USE ACTION 1310 BRYANT STREET (CASTILLEJA) ARCHITECTURAL REVIEW 19PLN -00116 WITH PARKING ADJUSTMENT CONDITIONAL USE PERMIT AND VARIANCE 16PLN- 00238, the City imposed Condition 28 (EASEMENT RELOCATION): “Applicant shall relocate the existing 25- Item 11
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Vacation Resolution &
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School at 1263 Emerson
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foot Public Utility Easement (PUE) to be within the boundaries of the driveway that is proposed near the Emerson Street and Melville Avenue intersection”; and

WHEREAS, the City Council of the City of Palo Alto intends to approve the Easement Relocation Agreement in Attachment “A” attached to this resolution to accept the relocated easement and summarily vacate the existing easement as more particularly described and depicted in the exhibits of that agreement; and

NOW, THEREFORE, the City Council does hereby RESOLVE as follows:

SECTION 1 . This vacation is made under the authority of California Streets and Highways Code Chapter 4 of part 3 of Division 9, commencing at Section 8330 et. seq.

1. The public service easement described on Exhibit “A” and depicted on the plat map as Exhibit “B” of Attachment “A” (Easement Relocation Agreement) will be superseded by relocation as described on Exhibit “C” and depicted on the plat map as Exhibit “D”; and

SECTION 2. Based upon the findings made in Section 1 of this Resolution and the provisions of Section 8333 of the Streets and Highways Code, the City Council does hereby order that public service easement as shown on the said Exhibits “A” and “B” of Attachment “A” shall be summarily vacated and relocated as shown on the said Exhibits “C” and “D” of Attachment “A”.

SECTION 3. The City Clerk , acting by and through the Real Property Manager, is hereby directed to record at the Santa Clara County Clerk -Recorder’s Office a certified copy of this Resolution, including the Maps.

SECTION 4 . The public service easement for utilities and incidental purposes described in Exhibit “A” and depicted in the plat map as Exhibit “B” in Attachment “A” will be relocated to the area described in Exhibit “C” and depicted in the plat map as Exhibit “D” in Attachment “A” from and after the date of recordation of the documents identified in Section 3 of this Resolution.

SECTION 5. Council action to relocate the public service easement is within the scope of the Environmental Impact Report prepared for the Castilleja School Project and adopted by the Council on June 6, 2022 (SCH #2017012052).

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Vacation Resolution &
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Vacation Resolution &
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Vacation Resolution &
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Vacation Resolution &
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Agreement - Castilleja
School at 1263 Emerson
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Vacation Resolution &
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Agreement - Castilleja
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Administrative Services
Meeting Date: December 18, 2023
Report #:2307-1733
TITLE
Adoption of a Resolution Vacating Two Public Service Easements at 1129 San Antonio Road

RECOMMENDATION
Staff recommends that Council adopt the attached resolutions summarily vacating two public service easements on the commercial property located at 1129 San Antonio Road, in Palo Alto, CA.

ANALYSIS
The property owner at 1129 – 1137 San Antonio Road requests that the City vacate two public service easements on their property that were previously granted by a prior owner, accepted by the City, and recorded on February 27, 1980, and February 16, 1982. The easements were needed when the City had overhead electric facilities on the property, but the easements have not been used for more than five years. The City's Utilities Department has reviewed the vacation request and determined that the easements to be vacated are no longer needed and there are no other public facilities located within the easements. Therefore, the easements can be vacated in accordance with the summary proceeding authorized by Section 8333 of the California Streets and Highways Code.

FISCAL/RESOURCE IMPACT
The property owner has paid the summary easement vacation fee, which amounts to $1,842 per easement vacation as set forth in the FY 2023 Municipal Fee Schedule (in alignment with the date of the applicant’s request).

ENVIRONMENTAL REVIEW
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activity that will not result in direct or indirect physical changes in the environment. CEQA Guidelines section 15378(b)(5).

ATTACHMENTS
Attachment A: F161 Easement Vacation
Attachment B: G602 Easement Vacation
APPROVED BY:

Kiely Nose, Assistant City Manager
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Recorded at no charge in accordance with
Streets & Highways Code Section 8336 at
the request of and when recorded return to:

City of Palo Alto
Real Estate Division
250 Hamilton Avenue
Palo Alto, CA 94301
SPACE ABOVE LINE FOR RECORDER’S USE
APN: 116-01-033
Address: 1129 San Antonio Road
Palo Alto, CA 94303

SUMMARY VACATION
RESOLUTION NO. _____

RESOLUTION OF THE COUNCIL OF THE CITY OF PALO ALTO

SUMMARILY VACATING A PUBLIC SERVICE EASEMENT
AT 1129 SAN ANTONIO ROAD, PALO ALTO, CA
WHEREAS, Section 8333 of the Streets and Highways Code authorizes the City Council to summarily vacate a public service easement in any of the following cases: (a) the easement has not been used for the purpose for which it was dedicated or acquired for five consecutive years immediately preceding the proposed vacation, (b) the date of dedication or acquisition is less than five years, and more than one year, immediately preceding the proposed vacation, and the easement was not used continuously since that date, (c) the easement has been superseded by relocation, or determined to be excess by the easement holder, and there are no other public facilities located within the easement; and WHEREAS, the City of Palo Alto accepted and recorded a Grant of Easement on the property located at 1129 San Antonio Road, Palo Alto, CA 94303, for public utility purposes, dated February 27, 1980, in Book F161 of Official Records, Page 622; and WHEREAS, the easement has not been used for the purpose for which it was acquired for more than five consecutive years immediately preceding the proposed vacation and the easement has been determined to be excess by the City of Palo Alto Utilities Department, and there are no other public facilities located within the easement; and WHEREAS, the City Council of the City of Palo Alto intends to summarily vacate the public service easement as more particularly described in Exhibit “A” attached to this resolution and depicted on the plat map attached as Exhibit “B” to this resolution; and NOW, THEREFORE, the City Council does hereby RESOLVE as follows:

SECTION 1. This vacation is made under the authority of California Streets and Item 12
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Highways Code Chapter 4 of part 3 of Division 9, commencing at Section 8330 et. seq.

1. The public service easement described herein on Exhibit “A” and depicted on the plat map attached as Exhibit “B” has not been used for the purpose for which it was acquired for more than five consecutive years immediately preceding the proposed vacation; and

2. the easement has been determined to be excess by the City of Palo Alto Utilities Department, and there are no other public facilities located within the easement.

SECTION 3. The City Clerk, acting by and through the Real Property Manager, is hereby directed to record at the Santa Clara County Clerk-Recorder’s Office a certified copy of this Resolution, including the Map.

SECTION 4. The public service easement for utilities and incidental purposes described in Exhibit “A” and depicted in the plat map attached as Exhibit “B” will no longer constitute a public service easement from and after the date of recordation of the documents identified in Section 3 of this Resolution.

SECTION 5. Council action on this item is not a project as defined by the California Environment Quality Act because summary vacation of a public utilities easement is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. CEQA Guidelines section 15378(b)(5).

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EXHIBIT A
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EXHIBIT B
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Recorded at no charge in accordance with
Streets & Highways Code Section 8336 at
the request of and when recorded return to:

City of Palo Alto
Real Estate Division
250 Hamilton Avenue
Palo Alto, CA 94301
SPACE ABOVE LINE FOR RECORDER’S USE
APN: 116-01-033
Address: 1129 San Antonio Road
Palo Alto, CA 94303

SUMMARY VACATION
RESOLUTION NO. _____

RESOLUTION OF THE COUNCIL OF THE CITY OF PALO ALTO

SUMMARILY VACATING A PUBLIC SERVICE EASEMENT
AT 1129 SAN ANTONIO ROAD, PALO ALTO, CA
WHEREAS, Section 8333 of the Streets and Highways Code authorizes the City Council to summarily vacate a public service easement in any of the following cases: (a) the easement has not been used for the purpose for which it was dedicated or acquired for five consecutive years immediately preceding the proposed vacation, (b) the date of dedication or acquisition is less than five years, and more than one year, immediately preceding the proposed vacation, and the easement was not used continuously since that date, (c) the easement has been superseded by relocation, or determined to be excess by the easement holder, and there are no other public facilities located within the easement; and WHEREAS, the City of Palo Alto accepted and recorded a Grant of Easement on the property located at 1129 San Antonio Road, Palo Alto, CA 94303, for public utilities, pole line, and anchor purposes, dated February 16, 1982, in Book G602 of Official Records, Page 393 under Recorder’s Serial Number 7280134; and
WHEREAS, the easement has not been used for the purpose for which it was acquired for more than five consecutive years immediately preceding the proposed vacation and the easement has been determined to be excess by the City of Palo Alto Utilities Department, and there are no other public facilities located within the easement; and WHEREAS, the City Council of the City of Palo Alto intends to summarily vacate the public service easement as more particularly described in Exhibit “A” attached to this resolution and depicted on the plat map attached as Exhibit “B” to this resolution; and NOW, THEREFORE, the City Council does hereby RESOLVE as follows:

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SECTION 1. This vacation is made under the authority of California Streets and Highways Code Chapter 4 of part 3 of Division 9, commencing at Section 8330 et. seq.

2. the easement has been determined to be excess by the City of Palo Alto Utilities Department, and there are no other public facilities located within the easement.

SECTION 2. Based upon the findings made in Section 1 of this Resolution and the provisions of Section 8333 of the Streets and Highways Code, the City Council does hereby order that the public service easement as shown on the said Exhibits “A” and “B” shall be summarily vacated.

SECTION 3. The City Clerk, acting by and through the Real Property Manager, is hereby directed to record at the Santa Clara County Clerk-Recorder’s Office a certified copy of this Resolution, including the Map.

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EXHIBIT A
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Transportation
Meeting Date: December 18, 2023
Report #:2311-2240
TITLE
Approval of Professional Services Contract Number C24188179 with Urban Field Studio for a Not- to-Exceed Amount of $249,708 for the Development of the Car-Free Streets Implementation Plan, for a Period of 7-Months; CEQA Status - statutorily Exempt.

RECOMMENDATION
Staff recommends that the City Council approve and authorize the City Manager or their designee to execute Contract No. C24188179 (Attachment A) with Urban Field for the development of the Car-free Streets Implementation Plan for a term of 7-months and a total amount not-to-exceed of $249,708, including $227,007 for basic services and $22,701 for contingency.

EXECUTIVE SUMMARY
This staff report seeks approval of a consultant contract with Urban Field to assist in advancing the City Council’s November 6, 2023 direction to maintain car-free zones on portions of California Avenue and Ramona Street. 1 The consultant will assist the City with developing wayfinding signage and branding programs; outdoor patio guidelines; circulation plans for active mobility, including a two-way bicycle lane; cleaning and maintenance strategies; community engagement; and other related tasks. In addition to advancing Council’s most recent action, staff will also continue to advance demonstration projects to enhance the experience on the streets and further encourage people to visit the area. This could include activations such as additional game play areas and community spaces to gather, continuation of partnerships like Third Thursday Music and minigolf, and implementing aesthetic enhancements such as new barriers and public art.
1 See Page 3, Item 9, Action Minutes for November 6, 2023 City Council Meeting:
https://cityofpaloalto.primegov.com/Public/CompiledDocument?meetingTemplateId=13051&compileOutputType =1
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BACKGROUND
The Car-free Streets2: California Avenue and Ramona Street project is a Council-supported effort enabling outdoor dining, retail, and personal services in business districts such as California Avenue and the downtown core. The City Council originally authorized Car-free Streets in 2020 during the COVID-19 pandemic through a program called Summer Streets then incorporated the project into the City’s Uplift Local Initiative, as an economic recovery effort and to provide community members with outdoor spaces to gather.

Most recently, at their meeting on November 6, 2023, the City Council directed staff to retain portions of California Avenue and Ramona Street as a car-free zone on a permanent basis, and as a part of that work, return to Council with an adjusted contract for consultant services with Urban Field to implement the direction. Specific to California Avenue, the Council also voted to work to direct pedestrian traffic to the sidewalks, implement a context-specific outdoor dining/parklet program based on the City’s recently adopted Permanent Parklet Program, create a two-way bicycle lane in the car-free area, install gateway and wayfinding signage, initiate a branding program, conduct regularly scheduled street clean up and maintenance, and explore reorienting the stalls for the weekly Sunday Farmer’s Market. 3 For Ramona Street, Council directed staff to initiate a branding program of the historic district, add wayfinding signage, and conduct regular clean up and maintenance. 4 As an immediate response to the City Council’s November 6th direction, City staff and the consultant reordered the scope of work and contract to prioritize the items from Council’s most recent action. A competitive solicitation was issued for these services; discussion regarding the request for proposals can be found in the November 6, 2023 staff report. For additional background information, including information on the procurement process for the Car-free Streets Implementation Plan, please see the City Manager Report from the November 6, 2023 City Council meeting.5

ANALYSIS
The reordered scope of work and contract includes two phases. The first phase covers many of the items from the November 6, 2023 City Council meeting and prioritizes the items identified by businesses and the community. This includes rapidly developing wayfinding signage & branding programs, outdoor patio guidelines, circulation plans for active mobility, cleaning & maintenance strategies, and additional ongoing community engagement. The second phase includes items that require more time, primarily due to a higher level of evaluation and consultation. This 2 http://www.cityofpaloalto.org/carfreestreets
3 See Page 3, Item 9, Action Minutes for November 6, 2023 City Council Meeting:
https://cityofpaloalto.primegov.com/Public/CompiledDocument?meetingTemplateId=13051&compileOutputType =1
4 Ibid.
5 See City Manager Report #2309-2011 for Action Item 9, Agenda Packet for November 6, 2023 City Council Meeting:
https://cityofpaloalto.primegov.com/Public/CompiledDocument?meetingTemplateId=13052&compileOutputType =1
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includes streetscape design and amenities and assistance with understanding legislative methods and any environmental review required to convert portions of California Avenue and Ramona Street as permanent car-free zones. The updated scope of work is to be completed in a 7-month process, beginning once the contract is executed.

Staff recommends contracting with Urban Field because of their comprehensive approach to the updated reordered project scope, clear understanding of Palo Alto and its needs, and unique methods to engage key stakeholders. Urban Field also has experience working with Bay Area communities on developing plans for public and private outdoor uses, creating wayfinding and signage programs, and activating spaces and healthy commercial and community areas, including in Mountain View, Burlingame, Fremont, and Oakland. Finally, Urban Field proposed an updated scope within budget and will provide exceptional project management experience. The proposed budget does include a 10% contingency for any modifications to the scope for additions or unexpected work.

FISCAL/RESOURCE IMPACT
The Office of Transportation FY 2024 Adopted Operating Budget appropriated $250,000 for this initiative. The updated cost proposal for the reordered scope of work is $249,708 ($227,007 base with a $22,701 contingency of 10%).

STAKEHOLDER ENGAGEMENT
Urban Field’s updated scope of work responds to previous community feedback to set up regular and ongoing meetings to keep everyone updated on progress and developments. For this project, this includes a structured yet efficient community engagement approach with three areas of focus: 1) Monthly meetings with Subcommittees (one for Cal Ave. business owners and stakeholders, and one for Ramona Street business owners and stakeholders); 2) Community at- large outreach events; and, 3) City Council Meetings. The consultant will publish a public “What We Heard” memo summarizing the engagement efforts and serve as a record and reference summary.

ENVIRONMENTAL REVIEW
The approval of the contract with Urban Field is statutorily exempt under Section 15262 (Feasibility & Planning Studies) of the California Environmental Quality Act (CEQA) regulations.

The second phase in the updated scope of work includes a task, Environmental Clearance Review and Recommendations, where the consultant will review the final concepts and Implementation Plan, develop an environmental clearance strategy, and file any required exemption documentation (if appropriate) under CEQA on behalf of the City, following direction to do so from the City.

ATTACHMENTS
Attachment A: Contract C24188179 with Urban Field Studio APPROVED BY: Philip Kamhi, Chief Transportation Official Item 13
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CITY OF PALO ALTO CONTRACT NO. C24188179

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF PALO ALTO AND JOHN BELA URBANISM + DESIGN dba: URBAN FIELD STUDIO, LLC

This Agreement for Professional Services (this “Agreement”) is entered into as of the 4th day of December 2023 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and JOHN BELA URBANISM + DESIGN dba:

URBAN FIELD STUDIO, LLC, a California Limited Liability Corporation, located at 24 Woodland Road, Fairfax, CA 94903 (“CONSULTANT”).

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

RECITALS

A. CITY intends to retain the services of a qualified consulting firm ( (the “Project”) and desires to engage a consultant to produce a CAR-FREE STREETS Implementation Plan for the City of Palo Alto in connection with the Project (the “Services”, as detailed more fully in Exhibit A).

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:

Optional On-Call Provision (This provision only applies if checked and only applies to on-call agreements.)

CITY may elect to, but is not required to, authorize on- call Services up to the maximum compensation amount set forth in Section 4 (Not to Exceed Compensation).

CONSULTANT shall provide on- call Services only by advanced, written authorization from CITY as detailed in this Section. On -call Services, if any, s hall be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially DocuSign Envelope ID: 5FE52B4F-EF52-4A1F-A246-EBC826DDC32E Item 13
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the same form as Exhibit A -1 entitled “PROFESSIONAL SERVICES TASK ORDER”.

Each Task Order shall contain a specific scope of s ervices, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement.

Compensation for on-call Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.

To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully exec uted Task Order shall become part of this Agreement. The cumulative total compensation due to CONSULTANT for all Task Orders issued under this Agreement shall not exceed the amount of compensation set forth in Section 4. CONSULTANT shall only be compensated for on -call Services performed under an authorized Task Order and only up to the maximum compensation amount set forth in Section 4. Performance of and payment for any on-call Services are subject to all requirements and restrictions in this Agreement.

SECTION 2. TERM.

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

SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to the extent caused by CONSULTANT’S failure to meet its professional standard of care. Notwithstanding anything to the contrary contained herein, CONSULTANT shall not be deemed in default of this Agreement to the extent that any delay or failure in the performance of its obligations results from any cause beyond its reasonable control and without its negligence.

SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Two-Hundred Forty- Nine Thousand, Seven Hundred Eight Dollars ($249,708.00). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.

Optional Additional Services Provision (This provision applies only if checked and a not-to-exceed compensation amount for Additional Services is allocated below under this Section 4.)

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In addition to the not-to-exceed compensation specified above, CITY has set aside the not- to-exceed compensation amount of Twenty-Two Thousand, Seven Hundred One Dollars ($22,701.00) for the performance of Additional Services (as defined below). The total compensation for performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C, shall not exceed Two-Hundred Forty-Nine Thousand, Seven Hundred Eight Dollars ($249,708.00), as detailed in Exhibit C.

“Additional Services” means any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit A. CITY may elect to, but is not required to, authorize Additional Services up to the maximum amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section . Additional Services, if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1, entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.

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 DocuSign Envelope ID: 5FE52B4F-EF52-4A1F-A246-EBC826DDC32E Item 13
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necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this Agreement shall be performed with the professional standard of care 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 and locality. Such professional standard of care is not a warranty or guarantee and CONSULTANT shall have no such obligation.

SECTION 7. COMPLIANCE WITH LAWS.

CONSULTANT’S shall exercise due and
reasonable professional care in observing those non-conflicting keep itself informed of and in compliance with all federal, state and local codes, laws, ordinances, regulations, and orders applicable at the time CONSULTANT renders its Services 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 and locality that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement, or CONSULTANT’S Services, as amended from time to time. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services.

SECTION 8. ERRORS/OMISSIONS.

CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions, to the extent caused by CONSULTANT’S failure to meet its professional standard of care.

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, CONSULTANT’S opinions or estimates of probable construction cost are prepared on the basis of CONSULTANT’S experience and qualifications and represent CONSULTANT’S judgment as a professional, generally familiar with the industry. However, since CONSULTANT’ has no control over the cost of labor, materials, equipment or services furnished by others, over contractor’s methods of determining prices, or over competitive bidding or market conditions, CONSULTANT cannot and does not guarantee that proposals, bids, or actual construction cost will not vary from CONSULTANT’S opinions or estimates of probable construction cost. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more, CONSULTANT shall make recommendations to CITY for aligning the Project design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY.

SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees DocuSign Envelope ID: 5FE52B4F-EF52-4A1F-A246-EBC826DDC32E Item 13
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that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which CONSULTANT performs the S ervices requested by CITY under this Agreement.

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

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

SECTION 12. SUBCONTRACTING.

Kimley-Horn

CONSULTANT shall be responsible for directing the work of any subcontra ctors 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 John Bela, [email protected], (415) 350-8257 as the CONSULTANT’s Project Manager to have DocuSign Envelope ID: 5FE52B4F-EF52-4A1F-A246-EBC826DDC32E Item 13
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supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day- to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s Project Manager. CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property.

CITY’s Project Manager is Ozzy Arce, [email protected], Department, Office of Transportation, 250 Hamilton Avenue Alto, CA , 94301, Telephone:(650) 329-2156. 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 P roject 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.

CITY acknowledges that CONSULTANT’S work product may be stored and delivered to CITY and others in electronic files (“Data”), and that anomalies and errors can be introduced into the Data when it is transferred or used in conjunction with incompatible computer equipment or software. CONSULTANT’S Data is being furnished "as is" and CONSULTANT shall have no duty to modify or update the Data. CONSULTANT reserves the right to retain an archival paper or electronic copy of the Data delivered to CITY or the general contractor which shall be referred to and shall be conclusive proof and govern in all disputes over the form or content of the Data furnished by CONSULTANT.

CITY acknowledges that ownership of, and any copyrights to, CONSULTANT’S and its consultants pre-existing standard details and specifications shall remain with their respective owners and CITY shall not acquire any rights in any such pre-existing standard details.

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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) ye ars after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later.

SECTION 16. INDEMNITY.

Option A applies to the following design professionals pursuant to Civil Code Section 2782.8: architects; landscape architects; registered professional engineers and licensed professional land su rveyors.] 16.1. To the extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and any other entity or person for which CONSULTANT is legally liable (each an “Indemnified Party”) from and against any damages, losses, liabilities, judgments, settlements, expenses and costs, that Indemnified Party incurs from third party demands, claims, actions suits or matters connected therewith, including reasonable and necessary costs and expenses attorney’s fees, costs and expenses recoverable under applicable law (“Claims”) to the extent that such Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct, including death or injury to any person, or damage to tangible property of CONSULTANT, its officers, employees, any other entity or person for which CONSULTANT is legally liable under this Agreement, Notwithstanding the foregoing, if CONSULTANT’S obligation to indemnify arises out of CONSULTANT’S performance of s ervices for the Project as a “design professional,” as that term is defined in California Civil Code Section 2782.8, CONSULTANT’S indemnity obligation shall be limited in accordance with the provisions of Section 2782.8 as it was in effect as of the date of this Agreement. CONSULTANT agrees to obtain executed indemnity agreements with provisions identical to those set forth in this indemnity provision from each and every subconsultant it retains. In no event shall the indemnification obligation extend beyond the date when the institution of legal or equitable proceedings for professional negligence would be barred by any applicable statute of repose or statute of limitati ons. CONSULTANT is not obligated to indemnify and hold harmless Indemnified Party for its active or sole negligence, or willful misconduct.

[Option B applies to any consultant who does not qualify as a design professional as defined in Civil Code Section 2782.8.] 16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any othe r loss, including all costs and expenses of whatever nature including attorney’ s fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its office rs, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party.

16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its DocuSign Envelope ID: 5FE52B4F-EF52-4A1F-A246-EBC826DDC32E Item 13
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officers, employees, agents or contractors under this Agreement.

SECTION 18. INSURANCE.

18.3. Certificates evidencing such insurance shall be filed with CIT Y concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain reference and attach an endorsements stating that the insurance (1) is primary coverage, with the exception of professional liability, workers’ compensation and employers’ liability insurance policies, and (2) will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement.

18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT ’s liability hereunder nor to fulfill the indemnification DocuSign Envelope ID: 5FE52B4F-EF52-4A1F-A246-EBC826DDC32E Item 13
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provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired.

SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.

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

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

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With a copy to the Purchasing Manager

To CONSULTANT: Attention of the P roject Manager at the address of CONSULTANT recited on the first page of this Agreement.

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

SECTION 21. CONFLICT OF INTEREST.

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

CONSULTANT certifies that no pers on 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.

SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.

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.

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SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE .

CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In par ticular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the 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 DocuSign Envelope ID: 5FE52B4F-EF52-4A1F-A246-EBC826DDC32E Item 13
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requirements under the California Labor Code and California Code of Regulations in the performance and implementation of the Project if the contract:
(1) is not a public works contract;
(2) is for a public works construction project of $25,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or (3) is for a public works alteration, demolition, repair, or maintenance project of $15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j).

This Project is not a 9204 Public Works Project.

SECTION 28. CONFIDENTIAL INFORMATION.

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.

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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.

29.4. 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 p rior 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.

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

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

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

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

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. C24188179

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
JOHN BELA URBANISM + DESIGN
dba: URBAN FIELD STUDIO, LLC
Officer 1
By:

Name:

Title:

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EXHIBIT A

SCOPE OF SERVICES

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

CONSULTANT will produce a Car-free Streets Implementation Plan: California Avenue and Ramona Street

Phase 1:
• Signage & Branding
o Including research & analysis of existing conditions and technical Studies o Embed historic elements into topic.
o CONSULTANT will develop a plan and designs for Pedestrian gateway/directional/wayfinding signage, both static and dynamic sign types, including gateway way signs at Cambridge and Sherman on El Camino, on Page Mill, and wayfinding signage on California Ave and Ramona Street primarily to promote retail businesses and events, and to build upon the City’s recent temporary wayfinding signage efforts.
 Develop two visual identities - one for California Avenue and one for Ramona Street
• Facilitate 30-60 min workshop exercise with subcommittee to determine 'brand values' to define design direction.
• Prepare 2-3 visual design options for each district for Council to choose from, including a small subset of signage to articulate visual direction • Refinements based on feedback from subcommittee
 Develop Signage Program & Plan
• Site review - document existing wayfinding & opportunities for improvement.
• Plan for locations, size, and types of new signage required  Signage Mockups:
• Develop chosen visual directions to a suite of example signs for each location. Mockup of each type of sign.
• Source quotes for fabrication and installation of signage • Present mockups to the subcommittee, integrate feedback to reach finalized design.
o CONSULTANT will develop a branding program specific to Cal Ave. District and Ramona St., informed by and highlighting the unique history and contemporary strengths of each street. The branding can be embedded into the designs for the signs. o DELIVERABLE: Draft and final branding and visual identity (one for Cal Ave. and one for Ramona St.), gateway, and pedestrian directional wayfinding signage design mockups; source quotes; presentation at subcommittees and the City Council. • Cleaning & Maintenance
o CONSULTANT shall identify best practices from other cities for the ongoing cleaning & maintenance of car-free streets, including partnerships and stewardship opportunities. o DELIVERABLE: CONSULTANT will generate recommendations for Cal Ave. and Ramona Street cleaning & maintenance, including but not limited to: street cleaning & graffiti abatement.
• Community Engagement
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o Consultation with businesses on the “permanent parklets,” AKA: Outdoor patio/dining areas, and informing the community/stakeholders what other communities are doing and how they are approaching car-free environments.
o The City of Palo Alto shall assemble two Car-free Streets Implementation subcommittees: one for Cal Ave. and one for Ramona Street, composed of representatives from key stakeholder groups, including business and property owners and nearby residents. These groups shall be the primary point of engagement for the consultant team to deliver this scope of work.
o CONSULTANT will work closely with City staff for all community engagement activities and will build on previous community feedback from Palo Alto’s Uplift Local program and other City-led engagement efforts.
o Kick-off Meetings, Community Engagement Strategy Memo: CONSULTANT will meet with City staff to discuss the schedule of meetings with the Subcommittees, plan the broader community outreach event, and the schedule for City Council meetings. It will be one kick-off meeting, 2-hours, preference for in-person. o CONSULTANT will prepare a Community Engagement Strategy Memo that outlines engagement approach and schedule. One week to develop Memo after the kick-off meeting.
o Monthly meetings with CFS Subcommittees: CONSULTANT shall meet monthly with the subcommittees to present content, facilitate discussion, receive feedback, and gather insights to inform the project. Agendas, and proposed content, presentations, and discussion points for the meetings shall be prepared by the consultant in advance of the meetings. 6-8 meetings, 1.5 to 2 hours each.
o Community at-large outreach event: CONSULTANT will design and coordinate an in- person event to solicit feedback from the public, such as feedback on the proposed preferred streetscape for the streets. The venue may be at City Hall, a community meeting room, or a street-level engagement effort such as a farmer’s market, outdoor music, or holiday events. Timing and location TBD. Proposed content, boards, presentations, and discussion points for the event shall be prepared by the consultant in advance of the event. One event, 4-hours.
o Meetings with City Council: CONSULTANT shall prepare content, share insights, and share feedback from subcommittee meetings and the at-large community event, and present project progress to City Council at major milestones, including reviewing and approving of the preferred streetscape plan for each location. Consultant shall support staff in preparing the materials for the meetings, including reports and presentations.

Three in-person meetings, 1 to 2 hours each.
o DELIVERABLES: Community Engagement Strategy Memo; Meeting Summaries for each Subcommittee meeting; for the Community at-large event: Presentation Boards, summary of insights and feedback added to the ‘What We Heard’ memo; Community Outreach Summary: CONSULTANT will prepare a ‘What We Heard’ memo that summarizes the engagement process for the project and identifies key insights, concerns, and considerations. This will form the basis of the design brief prior to developing preliminary concepts, and guide the process to select preferred concepts. This document will serve as a record and summary of the project engagement efforts. • Outdoor Patio Guidelines
o CONSULTANT will evaluate existing use of public right-of-way for car-free streets, parklets, and private outdoor dining on Cal Ave and Ramona Streets, and develop commercial outdoor dining design standards and guidelines that build on the City’s recently adopted Permanent Parklet Guidelines and Regulations, yet adjusted for contextual differences on California Avenue, if necessary. These can include but are not limited to: patio license application process, patio elements, guidelines for merchandise DocuSign Envelope ID: 5FE52B4F-EF52-4A1F-A246-EBC826DDC32E Item 13
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in patios, outdoor live entertainment, and furnishings such as seating, signage, accessibility, edge treatments, umbrellas, portable heaters, trash and recycle bins, lighting, and planters, maintenance and operations.
o CONSULTANT will highlight relevant findings from best practices research that apply to Palo Alto.
o CONSULTANT will develop written and graphic design standards and guidelines for commercial outdoor dining /patios, as informed by the City’s recently adopted Permanent Parklet Guidelines and Regulations. This applies only to Cal Ave. since the Permanent Parklet Guidelines Apply to Ramona Street.
o Develop recommendations for a fee/pricing strategy for public and commercial use of the public right-of-way, as informed by the City’s recently adopted Permanent Parklet Regulations.
o Present draft design standards and guidelines to the Project subcommittees and the City Council for adoption and incorporation as part of the preferred concepts o Embed historic elements into topic/guidelines.
o DELIVERABLE: Design standards and guidelines for commercial outdoor dining on Cal Ave and public outdoor areas; content for presenting draft guidelines to subcommittee and the draft and final guidelines to the City Council. • Active Mobility & Circulation
o Including research & analysis of existing conditions and technical studies, including data from location analytics platforms via a consultant access to platforms such as Replica, Placer) o ADA Access & Accessibility
o As part of the community engagement process, the consultant will identify key considerations for universal access, including identifying the potential obstacles or barriers for different communities and user groups to participate in and shape these new public spaces. This shall also include recommendations to enhance access to and from the car-free streets, including ADA parking recommendations, recommended paths of travel to enhance accessibility, and consideration of ADA as part of the design guidelines for public and private outdoor areas. Equity and Accessibility considerations will be integrated into the project design brief and will be used as fundamental drivers of evaluating the preferred concepts.
o CONSULTANT will work with the City and stakeholders to develop design scenarios that strongly contribute to strengthened public life and economic outcomes by delineating pedestrian and bicycle circulation, location and arrangement of parklets and commercial outdoor dining, ADA access, emergency vehicle circulation, and appropriate connection to adjacent parking facilities.
o The guiding principles for this task are as follows:
o Identify preferred uses and arrangements for public streets and alleys, with focus on strengthening public life and improving circulation, economic, environmental, and quality-of-life outcomes.
o Plan for high-quality bicycle and pedestrian networks that are connected, safe, clean, and comfortable.
o Integrate connections to transit particularly to/from VTA bus stops and Caltrain train stations, and the City’s Palo Alto Link rideshare service. o Provide appropriate ADA, service, and emergency vehicle access. o Curb management: Investigate the use of side alleys for service, delivery, loading, etc. o Pedestrian traffic be directed to places that increase visibility of retailers.

Phase 2:
• Streetscape Design & Amenities
o Building on the site analysis, community engagement, and discussions with City Staff to inform the project Design Brief, the consultant will craft a comprehensive streetscape/urban DocuSign Envelope ID: 5FE52B4F-EF52-4A1F-A246-EBC826DDC32E Item 13
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design framework for the project focus areas and areas of interest (see map). o CONSULTANT will establish the conditions for an environment that encourages curiosity and exploration, place-making, movement of people and goods, and economic vibrancy, while also considering overall project cost and operational capacity. o CONSULTANT will seek to balance the uses and users of the street such as pedestrians and cyclists, retailers and restaurants, Emergency and service access and loading, and access to adjacent parking areas.
o CONSULTANT will work with the City and stakeholders to identify up to two future scenarios for both the California Avenue and Ramona Street areas (four scenarios total) to be advanced into more detailed evaluation. The scenarios will be identified, developed, and selected using high-level screening criteria built from the design brief, including guiding principles for the effort.
o CONSULTANT will develop concepts for a public realm and streetscape design that includes, but is not limited to the following:
 Delineation of pedestrian and bicycle zones, including designs for a center-running two-way bike lanes, slow bike lanes, shared use spaces with bicycles and pedestrians, and other innovative potential bikeway designs, such as using public art.  Delineation of public and private commercial use areas.  Pedestrian Priority Street Design including surface treatments, movement and lingering areas, hierarchy and delineation of public and private spaces.  Opportunities for daily, weekly, and seasonal events and gatherings.  Furnishings: paving treatments, planting, lighting, various types and arrangements of seating.
 Utilities: power, lighting, heating, water POCs, drainage, street cleaning.  Safety and security, ADA accessibility, vehicle barricades.  Amenities: Restrooms, Bike parking.
 Shading and canopy opportunities, particularly for public outdoor areas and the Cal Ave. farmer’s market.
 Consideration of and exploration for reorienting the stalls of the Cal Ave. farmers market to face the businesses, and other reorienting options, that could benefit the farmers market and the existing businesses, and is consistent with pedestrian traffic flow.
 Locations and Opportunities for Public art and Street Activation. o Concept designs developed shall move toward maintaining the portions of Cal Ave. and Ramona Street permanently car-free (the project focus areas) o DELIVERABLES: Preliminary illustrative plans, circulation, and access diagrams for up to four concepts; Final illustrative plans, circulation and access diagrams, and up to 2 eye-level experience renderings for preferred concepts

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Map of Project Areas:

For California Avenue, the Project Focus Area is California Avenue between El Camino Real and Birch Street; and the Project Area of Interest is California Avenue from El Camino Real to the Caltrain Station, Ash Street to Sherman Avenue, neighboring alleyways and streets: Cambridge Avenue, New Mayfield Lane, Jacaranda Lane, and Sherman Avenue.

For Ramona Street, the Project Focus Area is Ramona Street between University Avenue and Hamilton Avenue; and the Project Area of Interest is Ramona Street adjacent pedestrian alleyways and drive aisles.

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Professional Services
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• Legislative Options & Approach
o CONSULTANT will evaluate and determine the various legislative methods for enacting permanent street closures, including, but not limited to reviewing and reporting on the Pedestrian Mall Law of 1960, and provide a recommendation on how to best implement permanent car-free streets.
o DELIVERABLE: Draft a memo on the legislative considerations and recommendations. • Environmental Assessment & Clearance
o CONSULTANT will review the final concepts and implementation plan and develop an environmental clearance strategy and roadmap. The environmental clearance strategy may include options to exempt all or portions of the project, adopt the conceptual plan at a program-level by tiering-off of existing environmental clearances, and next steps for project- level clearance.
o CONSUTLANT is responsible for conducting an assessment to determine the level of environmental review required for project implementation under the California Environmental Quality Act (CEQA).
o For project components expected to qualify for exemptions, the consultant will develop a Notice of Exemption under CEQA and file it on behalf of the City, following direction to do so from City staff.
o DELIVERABLE: Environmental Clearance Assessment and Environmental Clearance Strategy document; and assistance with drafting and filing any required environmental documentation.
• Implementation Schedule, Cost, and Funding Strategies o Action items to be divided into short-term and long-term actions o Design development and preliminary option of probably cost  Based on feedback from subcommittee, community, and Council, consultant shall select one preferred streetscape for each location, prepare design & plan-line development drawings that includes major proposed changes, improvements, and features, and prepare preliminary opinion of probable cost for the preferred concepts. o Funding strategies
 CONSULTANT will identify opportunities for public and private funding to implement the preferred concepts and Plan.
o Ongoing Operations and Stewardship
 CONSULTANT will identify short and long-term operational needs and management of public realm areas and provide suggestions and recommendations for daily, weekly, and seasonal programming concepts (e.g. parades, festivals, regular- occurring events, permitting events and other opportunities for utilization of the street space).
 CONSULTANT will identify potential partner organizations for programming, operations, and stewardship.
 CONSULTANT shall identify best practices in street stewardship from other cities, and look at how to create and the effectiveness of stewardship groups, such as Community Benefit Districts or Business Improvement Districts, particularly for the Cal Ave. area
o DELIVERABLES:
 Implementation Plan & Schedule
 Design Development drawing sets for preferred concepts for Cal Ave and Ramona Street car-free areas.
 Preliminary Opinion of Probable Cost for proposed improvements and preferred concepts
 Funding strategies
 Ongoing Operations & Stewardship recommendations
• Project Management & Oversight
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o At the outset of the project, such as at the kick-off meeting, the consultant will discuss and establish the final project schedule and rhythm for project updates and check-ins with City Staff.
o CONSULTANT will identify the primary point of contact from the consultant and from City Staff.
o CONSULTANT may use a variety of tools to track and communicate progress including the Community Engagement memo and a slide deck to share biweekly (every two weeks), project updates, as well as a project budget tracker, to ensure alignment on fee utilization. o At project kick-off, City staff and the consultant will review and agree on the project scope, goals, and objective; the community engagement plan; project timeline, data needs; and team roles and responsibilities, and invoicing procedures and requirements. o To the extend that it is possible and available, the City should provide the consultant with existing base maps, GIS, CAD files, technical drawings, etc. for the project areas as well as begin the process or already provide access to the location analytics platforms prior to the kick off meeting, such as Replica’s Consultant Access Program. o CONSULTANT will meet with City staff every two weeks, as needed. These meetings may be virtual.
o DELIVERABLE: Final Scope document and workplan, meeting schedule with target audiences. Meeting agendas, updated project schedule, updated budget spreadsheet, and recorded meeting notes

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EXHIBIT A-1

PROFESSIONAL SERVICES TASK ORDER

CONTRACT NO.

OR PURCHASE ORDER REQUISITION NO. ( AS APPLICABLE)

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

2. CONSULTANT NAME:

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

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

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

8. ATTACHMENTS: A: Task Order Scope of Services B (if any): _____________________________

I hereby authorize the performance of the
work described in this Task Order.

APPROVED:

CITY OF PALO ALTO

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

I hereby acknowledge receipt and acceptance of
this Task Order and warrant that I have
authority to sign on behalf of Consultant.

APPROVED:

COMPANY NAME: ______________________

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

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EXHIBIT B

SCHEDULE OF PERFORMANCE

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

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

1. Signage & Branding 8 weeks

2. Active Mobility & Circulation 8 weeks

3. Outdoor Patio Guidelines 8 weeks

4. Cleaning & Maintenance 8 weeks

5. Public Outreach and Engagement 24 weeks

6. Streetscape Design & Amenities 8 weeks

7. Implementation Strategies 4 weeks

8. Legislative Approach 4 weeks

9. Environmental Clearance Strategy 4 weeks

10. Project Management 24 weeks

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 o r agreements with Additional Services per Section 4.)

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EXHIBIT C

COMPENSATION

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
Phase 1:

Signage & Branding; Cleaning & Maintenance;
Community Engagement; Outdoor Patio Guidelines; and
Active Mobility & Circulation
$133,927
Phase 2:

Streetscape Design & Amenities; Legislative Options &
Approach; Environmental Clearance Strategy & Roadmap;
Implementation Schedule, Cost, and Funding Strategies;
Project Management & Oversight
$93,080
Sub-total for Services $227,007
Reimbursable Expenses (if any) $0
Total for Services and Reimbursable Expenses $227,007
Additional Services (if any, per Section 4) $22,701
Maximum Total Compensation $249,708

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.

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A. Travel outside the San Francisco Bay A rea, including transportation and meals, if specified as reimbursable, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses.

B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges, if specified as reimbursable, will be reimbursed at actual cost.

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

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EXHIBIT C-1

SCHEDULE OF RATES

CONSULTANT’s schedule of rates is as follows:

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2023_1130_PaloAlto_CarFreeStreets_implementation
1 URBAN FIELD STUDIO
Attachment E: COST PROPOSAL
Car-free Streets Implementation Plan: RFP #188179
DATE Friday December 1, 2023

URBAN FIELD KIMLEY-HORN

BASIC SERVICES
Director Partner Designer Advisor Sr Prof. 1 Profession al
Analyst II Analyst I Project
Support TASK

SUBTOTAL
Rate $250 $205 $150 $175 $282 $217 $180 $165 $140
PHASE 1
Signage & Branding
Develop Visual Idenities 16 40
Develop Signage Program & Plan 8 40
Signage Mockups 8 20
Cleaning & Maintenance
Best practice research & reccomendations 8 16
Community Engagement
Kick off / Community Engagement Strategy Memo 4 2 4
Monthly Meetings with Car Free Streets Implementation
Subcommittees
Prepare slide deck presentation for meetings 32 2 32
16 Subcommitee Meetings, 2 hours each 32 2 32
Community-at-large Outreach Event
Prepare boards and graphics 16 4 24
On site Event Facilitation 6 6 6
Capture and synthesize feedback 2 2 8
Meetings with City Council
Prepare slide deck presentation for meetings 12 1 12 2
3 City Council meetings, 2 hours each 6 6 0 2
Community Outreach Summary 6 2 12
Outdoor Patio Guidelines
Evaluate existing conditions 12 12
Summarize best pracice research 8 8
Develop standards and guidelines 20 40
Develop reccomendations for fee / pricing strategy 4 8
Active Mobility and Circulation
research existing conditions, using city data and location analytics platforms
12 12 2 4 10
develop active mobilty strategy 12 24 2 8 16
develop strategy for ADA, Service, and Emergency Vehicle access
8 24 2 8 16
Hours Subtotal 232 27 374 4 6 20 42 0 0
Phase 1 Subtotal $58,000 $5,535 $56,100 $700 $1,692 $4,340 $7,560 $0 $0 Subtotal by Team $120,335 $13,592 $133,927
PHASE 2
Streetscape Design and Amenities
Scenario development 16 32
Preliminary Concept Design 16 40
Design Refinement & Illustration 16 40
Legislative Options & Approach 4 4 0 8
Environmental Clearance Strategy & Roadmap 4 4 0 8 4 12 0 24 Implementation Schedule, Cost, and Funding
Strategies
Project Roadmap 16 20
Design Development and Preliminary Opintion of Probable Cost
24 60
Funding Strategies 8 8
Ongoing Operations and Stewardship Reccomendations 8 16 Project Management and Oversight
City Team Meetings 24 4 24 2 2 4 1
Internal Team Coordination Meetings 12 4 12 2 4 4
Hours Subtotal 148 16 244 28 10 20 1 24 0
Phase 2 Subtotal $37,000 $3,280 $36,600 $4,900 $2,820 $4,340 $180 $3,960 $0 Subtotal by Team $81,780 $11,300 $93,080
SUBTOTAL BASIC SERVICES $202,115 $24,892 $227,007
Contingency (10%) $22,701
TOTAL NOT TO EXCEED FEE $249,708
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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

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

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

YES

PROFESSIONAL LIABILITY,

INCLUDING, ERRORS AND

OMISSIONS, MALPRACTICE (WHEN

APPLICABLE), AND NEGLIGENT

PERFORMANCE
ALL DAMAGES $1,000,000
YES

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

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

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

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

I. INSURANCE COVERAGE MUST INCLUDE:

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

II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: HTTP://WWW.OPENGOV.COM

III. ENDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONAL INSUREDS:

A. PRIMARY COVERAGE

WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED,

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

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

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B. CROSS LIABILITY

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

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

INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAM ING 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.

IV. EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL: HTTP://WWW.OPENGOV.COM

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: IT Department
Meeting Date: December 18, 2023
Report #:2309-2074
TITLE
Approval of Amendment Number Two to Contract Number S17168145 with WONDERWARE INC., dba CORE BUSINESS TECHNOLOGIES, in the Amount of $205,200 for an Upgrade to the Revenue Collections Cashiering Application and Extend Term for Three Additional Years; and Authorization of a Contract Contingency in an Amount Not-to-Exceed $54,264 for Related, Additional but Unforeseen Work Which May Develop During the Project for a new Not-to-Exceed Contract Amount of $596,913; CEQA Status - Not a Project

RECOMMENDATION
Staff recommends that the City Council:

1. Approve and authorize the City Manager or designee to execute Amendment Number Two to Contract S17168145 with WONDERWARE INC., dba CORE BUSINESS TECHNOLOGIES (Attachment A) to implement a hardware and software upgrade and extend the term for an additional three-years in an amount not to exceed $205,200, and;

2. Approve a 10% contingency ($54,264) for additional but unforeseen work which may develop during the project. This amendment results in a revised total contract not-to- exceed amount of $596,913.

BACKGROUND
The City currently has aging cashiering hardware at three key physical locations to process payments for the Airport, Utilities and for parking permits. Updated hardware is needed to ensure compatibility with modern operating systems and bolster cybersecurity measures, thereby safeguarding sensitive data, and ensuring the privacy of our customers.

ANALYSIS
Existing hardware is obsolete and no longer supported. In Revenue Collections, one payment terminal has already failed, which only leaves one functional terminal to process payments.

Airport has issues with out-of-date receipt printer hardware. As replacement hardware is unavailable, an upgrade is required to replace the failed and aging terminals and printers with up-to-date terminals and printers.

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A Request for Proposal (RFP) for a citywide cashiering system was issued in 2014; CORE was the selected vendor. The contract was renegotiated in 2017 and amended in 2022 for licensing, maintenance, support, and enhancements. An additional three-year term will enable staff to evaluate current functional requirements and issue an RFP to either replace the existing cashiering system or continue with the current system. The work ahead is expected to require one year from gathering requirements, issuing the RFP, vendor selection and contracting, then another year for implementation, training and troubleshooting if a new system is chosen. There is a possibility of running the new system (if a new system is selected) and CORE in parallel to make sure that the new system is running correctly. CORE is integrated into SAP as well. Changes to SAP will need to be documented, worked on, scheduled, and implemented.

An exemption to competitive solicitation pursuant to Palo Alto Municipal Code section

2.30.360(b)(2) (substantial interference to a required city operation) was approved by the City Manager.

FISCAL/RESOURCE IMPACT
The FY 2024 Adopted Budget in the Information Technology Fund includes sufficient funding to absorb the upgrade cost for this fiscal year ($36,105) and no additional funding is required as part of this report. Funding for subsequent years of the contract will be included in the development of the annual budget, subject to City Council.

The Information Technology Department is funded by an internal service fund. Approximately 40% of the department is General Fund funded with the remaining 60% funded by enterprise and special revenue funds.

STAKEHOLDER ENGAGEMENT
The services were coordinated with internal stakeholders and the service provider.

ENVIRONMENTAL REVIEW
Council action on this item is not a project as defined by CEQA because approval of this contract amendment is a continuing maintenance activity under CEQA Guidelines section 15378(b)(2).

ATTACHMENTS
Attachment A: Contract with CORE Business; Contract #S17168145, Amendment 2 APPROVED BY:

Darren Numoto, Chief Information Officer
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AMENDMENT NO. 2 TO CONTRACT NO. S17168145

BETWEEN THE CITY OF PALO ALTO AND
WONDERWARE INC., dba CORE BUSINESS TECHNOLOGIES

This Amendment No. 2 (this “Amendment”) to Contract No. S17168145 (the “Contract” as defined below) is entered into as of December 4, 2023, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and WONDERWARE INC., dba CORE BUSINESS TECHNOLOGIES, a Rhode Island corporation, located at 950 Warren Avenue Suite 400, East Providence, Rhode Island, 02914 (“CONTRACTOR”). CITY and CONTRACTOR are referred to collectively as the “Parties” in this Amendment.

R E C I T A L S

A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of providing CITY with the iPayment Revenue Portal (iPayment), iCashiering and Admin Center modules, as detailed therein.

B. The Parties entered into Amendment #1 to extend the term of the contract by two years through May 31, 2024, and increase not-to-exceed compensation by One Hundred Three Thousand Nine Hundred Twenty Dollars ($103,920), from Two Hundred Thirty-Three Thousand Five Hundred Twenty-Seven Dollars and Fifty-Five Cents ($233,527.55) to Three Hundred Thirty- Seven Thousand Four Hundred Forty-Seven Dollars and Fifty-Five Cents ($337,447.55), as detailed therein.

C. The Parties now wish to amend the Contract in order to extend the term of the contract by three years, through May 31, 202 7, and increas e the total not -to-exceed compensation by Two Hundred Five Thousand Two Hundred Dollars ($205,200) from Three Hundred Thirty -Seven Thousand Four Hundred Forty -Seven Dollars and Fifty -Five Cents ($337,447.55) to Five Hundred Ninety-Six Thousand Nine Hundred Twelve Dollars and Fifty-Five Cents ($596,912.55). The new total value of $596,912.55 includes funding for the upgrade in year 7, the total amounts not to exceed in years 8 -10, and additional services as outlined in the schedule of fees in Exhibit B., 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 Co ntract No. S17168145 between CONSULTANT and CITY , dated June 1, 2017, as amended by:

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Amendment No. 1, dated June 1, 2022

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

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

“The term of this Agreement is from June 1, 2017 to May 31, 202 7 inclusive, subject to the provisions of Sections R and W of the General Terms and Conditions.”

SECTION 3. Section 5, “COMPENSATION FOR ORIGINAL TERM,” of the Contract is hereby amended to read as follows:

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

A sum calculated in accordance with the fee schedule set forth at Exhibit B (“Schedule of Fees”), not to exceed a total maximum compensation amount of Five Hundred Ninety-Six Thousand Nine Hundred Twelve Dollars and Fifty-Five Cents ($596,912.55).

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

CITY has set aside the sum of Fifty-Four Thousand Two Hundred Sixty-Five dollars ($54,265.00) for Additional Services. CONTRACTOR shall provide Additional Services only by advanced, written authorization from the City Manager or designee. CONTRACTOR, at the CITY’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONTRACTOR’s proposed maximum compensation, including reimbursable expense, for such services. Compensation shall be based on the hourly rates set forth above or in Exhibit B (“Schedule of Fees”) (whichever is applicable), or if such rates are not applicable, a negotiated lump sum. CITY shall not authorize, and CONTRACTOR shall not perform any Additional Services for which payment would exceed the amount set forth above for Additional Services. Payment for Additional Services is subject to all requirements and restrictions in this Agreement.”

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:

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a. Exhibit “ A-1” entitled “ SUPPORT, ESCALATION and SLA POLICY ”, AMENDED, REPLACES PREVIOUS (“CORE IPAYMENT SUBSCRIPTION & ASP MODULE”).
b. a. Exhibit “B” entitled “SCHEDULE OF FEES”, AMENDED, REPLACES PREVIOUS.

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

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

(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)

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SIGNATURES OF THE PARTIES

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

CITY OF PALO ALTO

City Manager

APPROVED AS TO FORM:

City Attorney or designee

WONDERWARE INC., dba CORE

BUSINESS TECHNOLOGIES

Officer 1

By:

Name:

Title:

Officer 2

By:

Name:

Title:

Attachments:

Exhibit “A-1”: SUPPORT, ESCALATION and SLA POLICY , AMENDMENT NO.2, AMENDED REPLACES PREVIOUS.

Exhibit “B”: SCHEDULE OF FEES, AMENDMENT NO.2, AMENDED, REPLACES PREVIOUS.

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CEO
Raj Lakhani
CFO
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EXHIBIT A-1, AMENDMENT NO. 2
SUPPORT, ESCALATION and SLA POLICY

This document defines CORE’s support and escalation procedures in accordance with the following tables and severity labels.

Software support will be conducted by the Core’s Support Services team located within the United States.

Normal Business Hours
Unless otherwise agreed between CORE and Customer in writing, the services described in this section shall be rendered during CORE’s normal support hours as noted in the Service Level Table, excluding designated CORE holidays. The coverage hours provided in the Service Level Table are based on products (i.e., In Person; Online; Merchant) purchased in the contract.

Designated CORE Holidays:
· New Year’s Day
· Martin Luther King Day
· Memorial Day
· Juneteenth
· Independence Day
· Labor Day
· Thanksgiving Day
· Day after Thanksgiving
· Christmas Eve
· Christmas Day

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Eligibility
Subject to Customer’s compliance with the terms of this Agreement and in consideration of Customer’s payment of the Fees, CORE will perform the support described in this section. All support and escalation must be initiated by the designated authorized representative of the client. No end user support is provided with this Agreement.

Supported Version
CORE shall support the version of the Products and Services being used by the Customer regardless of subsequent upgrades for a period of 3 years; it is understood by Customer that implementation of upgrades may be necessary to optimize performance, leverage new features, and receive functional updates. Additional costs may be associated with the upgrades.

Process
Support will take effect after basic diagnostic steps have been performed in accordance with the specification document. For system unavailability, system reload must be performed as part of system diagnostics.

1. Initiation – The call or email must be initiated by an authorized service representative and must be received through CORE’s Support line or at the given Support email address, which will be available 24x7.

2. Logging – The support request is logged and includes time and date received, name of caller, description of problem, and action taken.

3. Acknowledgement – The call is acknowledged and assigned according to the Service Level Table definitions.

4. Service and support – Production support will be attempted by the Helpdesk personnel.

If a solution cannot be achieved immediately by the Helpdesk, service and support will be performed in accordance with the definitions stated in the Service Level Table.

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5. Escalation – Escalation occurs in accordance with Service Level Table.

6. Callback – Response time is as listed in the Service Level Table according to your contracted level of coverage.

7. Service Level Agreement:
a. Service Level Commitment. CORE will use its best efforts to ensure 99.5% Availability (as defined below) of the CORE ASP Service. A failure by CORE to meet this commitment will entitle Customer to claim a Service Credit (as defined below). “99.5% Availability” means that the CORE ASP Service will be unavailable no more than .5% in any calendar month, based on a 24-hour day, 365 days a year, as determined by CORE (excluding any period of unavailability described in subsection b below). The iPayment ASP and Business Center ASP shall be deemed to be unavailable when CORE’s automated monitoring system is unable to access the associated web or database servers (“Unavailability”).
b. Exceptions. CORE’s service level commitment does not cover any unavailability attributable to (1) Customer’s use of the CORE ASP Service otherwise than in accordance with user guides from time to time made available to Customer; (2) any configuration or erroneous data entered into the CORE ASP Service by Customer; (3) any event beyond the reasonable control of CORE, including the malfunction or unavailability of any public Internet backbone or network or of any server or service not under the complete control of the CORE, or (4) Scheduled Maintenance pursuant to subsection (c) below. c. Scheduled Maintenance. “Scheduled Maintenance” shall mean any maintenance performed during a standard maintenance window as determined by CORE (a) of which Customer is notified 72 hours in advance or (b) the maintenance is performed without advance notice due to urgency of the maintenance in order to maintain the security and integrity of the system. Notice of Scheduled Maintenance will be provided to Customer’s nominated point of contact by a method elected by CORE (telephone or email). CORE’s standard Scheduled Maintenance window occurs on the second Tuesday of the month between the hours of 1AM and 4 AM Eastern Time. Customer shall be provided 24 hours advance notice in the event a change is made to the standard Scheduled Maintenance window. The CORE ASP Service shall not be deemed unavailable during Scheduled Maintenance.

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d. Service Credit Remedy. If CORE determines, in its reasonable judgment, that the iPayment ASP or Business Center ASP did not attain 99.5% availability during any calendar month, CORE will credit Customer’s account the pro-rated Subscription Fee for one day’s service for each additional .5% that the server is unavailable during any calendar month, provided that no credit shall exceed the pro-rated charges for one day’s service for any single instance of Unavailability. All service credit requests must be in writing and emailed directly to CORE’s accounting department with ten (10) days from the date of the server unavailability.

Credits cannot be applied to any charges other than the Subscription Fee. Customers with multiple CORE services will not receive more than one credit for any instance of unavailability.

Eligibility
for any credits is subject to the customer’s account being current and with no outstanding balances due. THIS CREDIT SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY SERVICE OUTAGE.

8. Limitations of Support.
a. Right to Refuse Requests. CORE reserves the right to refuse CORE ASP Service Support requests when:
i. A person other than a designated Customer Authorized Support Contact requests support; ii. Support request procedures or instructions are not followed; or iii. CORE determines that the requested support would seriously degrade CORE ASP Service performance and/or integrity.
b. Non-Supported Matters. CORE will not provide Support for the following:
i. Software that has been altered or modified by anyone other than CORE; ii. Third-party consulting services including applications design or recommendation, recovery of lost data due to third-party services, or any third-party Customer purchase recommendations; iii. Deficiencies created by Customer’s negligence or fault;
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iv. Deficiencies resulting from malfunction of equipment other than the CORE authorized
Equipment;
v. Software not made available to Customer by CORE under this Agreement and the Schedules.

9. Other Customer Responsibilities.
a. Customer agrees to limit access to CORE’s support to the designated Authorized Customer Support Contacts listed in the Specification or as amended to this Agreement. b. Customer agrees to limit use of Support to occasions when the CORE ASP Service fails to function as described in the documentation or Project Specification, or Customer requires clarification of the documentation. Customer agrees to furnish descriptions of deficiencies in the form requested by CORE’s Support staff. Customer also agrees to assist CORE’s efforts to duplicate the deficiency. c. Customer agrees to provide help at the location of the deficiency when telephone diagnostics and support are performed. This help includes but is not limited to moving cables, rebooting equipment, following verbal instructions to edit files and search directories, read screens, and any other such help as is required by CORE to effectively diagnose and resolve the deficiency. Customer’s inability or refusal to provide such help or access releases CORE from any obligation to perform support at that location for that service incident.
d. Customer shall be responsible for referring to any instruction manuals provided to Customer to resolve routine system administration tasks. CORE’s customer support staff will refer Customer to the appropriate manual or recommend additional training to Customer in those instances where Customer requests support and CORE’s customer support staff determine that Customer’s request is more appropriately handled by referring Customer to such sources.
e. Customer Authorized Support Contacts must either have participated in training conducted by CORE during the implementation process prior to being designated as DocuSign Envelope ID: 5D868036-001F-4B17-950F-5B9ADFEFB2D8 Item 14
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an Authorized Support Contact. In most cases, an Authorized Support Contact should be the cashier’s immediate supervisor and his or her backup. In organizations where one department is responsible for the iPayment ASP and another for Internet access and/or data communications systems, an additional primary and backup Authorized Support Contact may be designated from each of those two areas, for a total of four Authorized Support Contacts. CORE is not responsible for training of replacement Authorized Support Contacts. Additional training services are available at then current rates.

10. Supplemental Services. CORE will provide Customer with the Supplemental Services described in this section, subject to Customer’s payment of additional Support Fees agreed upon by the parties.
· Custom Engineering. CORE shall have the right to charge Customer at CORE’s then prevailing rate applicable to such services for the engineering of modifications to the CORE ASP Service requested by the Customer.
· Training. Customer may purchase additional training services at the CORE’s then prevailing rate applicable to such services.

Term. This Exhibit D-1 shall become effective upon the Effective Date of the Agreement and shall continue in full force and effect for so long as the Agreement is in effect.

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Service Level Table

Product Support Email Support Phone
In Person [email protected] 866-567-2673
Online [email protected] 877-634-3468
Merchant [email protected] 407-331-5465
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EXHIBIT “B”
SCHEDULE OF FEES, AMENDMENT NO. 2

AMENDED, REPLACES PREVIOUS

CITY shall compensate CONTRACTOR on a yearly basis for the performance of the Services pursuant to this Agreement, not to exceed the following schedule of fees:

PRODUCTS AND SERVICES for Upgrade

Professional Services One-Time Fees
iPayment Project-level and Base Code Install for the
following tasks:
• • Project Kickoff
• • BRD Creation
• • Project Management up to 3 months
• • Development
• • Configuration
• • QA Testing
• • Remote Support

Additional days of Support are billable at $1,800/day.

Additional months of project management will be billed
at $2,700/month.

Training is available for a fee upon request.
$21,750.00
TOTAL ONE-TIME FEE: $21,750.00

Integrated
Peripherals
Per Unit Quantity Extended
• P200 Credit Card
Terminal with EMV and
Point to Point Encryption
(P2PE)

• Epson S9000II
Multifunctional Printer –
scans OCR line, check
endorsement, images
front and back of receipt,
capture image of ID card,
$475.00

$1,846.00

5 5

$2,375.00

$9,230.00

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ICL, prints customer
receipt

• Extended 2-year
Warranty S9000II

$190.00

5 $950.00
TOTAL ONE-TIME FEE: $12,555.00

Managed Services
Gateway
Per Unit Quantity Extended
Annual Recurring EMV
and P2PE Fees, to be
billed when hardware
ships and then annually
thereafter
$360.00 5 $1,800.00/year
Recurring Annually: $1,800.00

1. iPayment licensing is an enterprise license that entitles Customer to deploy the Licensed Program across all payment channels for use by its User’s and end-Users.

2. These fees are inclusive of the services and products described above except for those costs expressly excluded under this Agreement (expenses, taxes, third party integration).

3. Training will be conducted in the "train the trainer" format with the provision of suitable materials that will permit Customer to train its own staff. Online training will be made available to CONSULTANT during the Agreement Term.

4. This quote assumes that The CITY will provide connections to the host information systems on the mainframe or in client server environments.

5. Additional custom programming (tailoring) or services would be at additional expense, $225.00/hour or $1,800.00 per day. CONSULTANT reserves the right to charge for anything outside the scope of the project.

6. Customer agrees to use, and participate in CONSULTANT’s Project Management process, and tool, to assist in mitigation to schedule, cost, and scope risks.

7. Hardware warranty and maintenance agreements reside with the original equipment manufacturer.

8. The CITY is responsible for all reasonable expenses incurred during pre -installation planning, installation & training and customization if applicable. Reasonable expenses include airfare, lodging, transportation and meals in accordance with any agreed upon travel terms.

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9. The CITY is responsible for remitting any applicable sales and use taxes to the local and or State tax authority, provided that CONSULTANT will not access any such taxes if Customer provides CONSULTANT with a tax- exempt certificate.

10. CONSULTANT is not responsible for third party integration, license or use fees except to the extent such third- party products are part of the integration delivered to Customer.

11. The quote contained in this Statement of Work is Valid for 90 calendar days from the identified date in the header section.

12. In the event that The CITY causes delays in the software project timeline, both controlled or not controlled by The CITY , the following actions will be taken:
i. The project schedule will be adjusted to reflect the delay. ii. The CITY will be notified of the delay and the impact it will have on the project timeline, including any changes in delivery dates.
iii. If the delay causes an extension of the project timeline, The CITY can be responsible for the extension of the project to be maintained in CONSULTANT’s portfolio at a rat e of $225/ day it is extended.
iv. If the delay has a significant impact (i.e. greater than two months), on the project schedule, the CONSULTANT may charge The CITY for any outstanding invoices as identified in the payment terms of this contract.
v. The CITY agrees to cooperate fully with CONSULTANT to ensure that the project is completed in a timely manner, and to promptly respond to any requests for information or action that may impact the project timeline.
vi. The CITY acknowledges that the penalties specified in this clause are a reasonable estimate of the damages that CONSULTANT will suffer because of the delay and are not a penalty for breach of contract.

Payment Terms:
a. The CITY shall pay the one-time Professional Services as outlined in Exhibit B:
− Project kickoff
− Business Requirements Design Document
− Project management
− Development, configuration and QA testing
− Remote Support
Payment terms for Professional Service items above:

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▪ 40% upon issuance of Project Kickoff.
▪ 40% upon delivery of project to Test Environment.
▪ 20% upon movement of project into Production Environment. b. The CITY shall pay for the Gateway and EMV & End to End Encryption Support annual fees in accordance with Exhibit B, upon project delivery into the Production Environment. c. The CITY shall pay for peripheral equipment plus shipping charges 100% upon delivery in accordance with Exhibit B.

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REPLACES SCHEDULE OF FEES IN AMENDMENT NO. 1

Services
iPayment
Revenue Portal
(up to 50,000
annual
transactions and
includes
maintenance
and support)
CORE ASP Hosting
Service (up to
50,000 annual
transactions and
includes
maintenance and
support)
Managed Services
Gateway (up to
25,000 annual
transactions and
includes
maintenance and
support)
EMV and
Point to
Point
Encryption
Fees
($360/year
per device)
Upgrade
TOTAL
ANNUAL

AMOUNTS
NOT TO
EXCEED:

Year 1
(June 1, 2017 - May 31,
2018)
$26,340.00 $15,540.00 $2,995.00 $0.00 N/A $44,875.00 Year 2
(June 1, 2018 - May 31,
2019)
$26,340.00 $15,540.00 $2,995.00 $0.00 N/A $44,875.00 Year 3
(June 1, 2019 - May 31,
2020)
$27,130.20 $15,540.00 $2,995.00 $0.00 N/A $45,665.20 Year 4
(June 1, 2020 - May 31,
2021)
$28,500.00 $17,132.85 $2,995.00 $0.00 N/A $48,627.85 Year 5
(June 1, 2021 - May 31,
2022)
$28,500.00 $17,989.50 $2,995.00 $0.00 N/A $49,484.50 Year 6
(June 1, 2022 - May 31,
2023)
$29,925.00 $18,890.00 $3,145.00 $0.00 N/A $51,960.00 Year 7
(June 1, 2023 - May 31,
2024)
$29,925.00 $18,890.00 $3,145.00 $0.00 $36,105.00 $88,065.00 Year 8
(June 1, 2024 - May 31,
2025)
$31,425.00 $19,835.00 $3,305.00 $1,800.00 N/A $56,365.00 Year 9
(June 1, 2025 - May 31,
2026)
$31,425.00 $19,835.00 $3,305.00 $1,800.00 N/A $56,365.00 Year 10
(June 1, 2026 - May 31,
2027)
$31,425.00 $19,835.00 $3,305.00 $1,800.00 N/A $56,365.00 Additional Services $54,265.00
Total $596,912.55

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The maximum amount of compensation to be paid to CONTRACTOR, including both payment for Services and any reimbursable expenses specified as such in this Exhibit B (“Schedule of Fees”), shall not exceed the amounts stated in Sections 5 and 6 of the Agreement. Any hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to CITY .

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Administrative Services
Meeting Date: December 18, 2023
Report #:2309-2009
TITLE
Approval of Contract Amendment Number 1 to Contract Number S22185727 with the City of San Jose in the Amount of $30,000 for Minimum Wage Enforcement Services; CEQA Status – Not a Project

RECOMMENDATION
Staff recommends that the City Council approve and authorize the City Manager or designee to execute Amendment Number 1 to Contract Number S22185727 (Attachment A) with the City of San Jose in the Amount of $30,000 for Minimum Wage Enforcement Services. This amendment results in a revised total contract not-to-exceed amount of $75,000 and a new term end date of June 30, 2025.

BACKGROUND
The City adopted the minimum wage ordinance on September 26, 2016 (CMR #: 7283 1), which requires that all employers in the City maintain a minimum amount for the calendar year. The City of San Jose responds to inquiries and complaints related to the City’s minimum wage ordinance and performs necessary compliance and/or enforcement activities as outlined in agreement S22185727 (Attachment B). The City of San Jose has performed minimum wage compliance services since the minimum wage ordinance was adopted in September 2016.

The term for the original contract S16163326 executed in 2016 was a one-year term with the option to renew for two (2) one-year periods. The current contract was executed in 2020 with a three-year term and the option to renew for two (2) one-year periods. The extension of this contract is beyond staff authority.

1 City Council, September 26, 2016; Agenda Item #10; SR # 7283, https://portal.laserfiche.com/Portal/DocView.aspx?id=51335&repo=r-704298fc&searchid=209840bb-4a00-4cc0- 90d5-ac68394d061
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ANALYSIS
Compliance and enforcement activities that are supported by this contract include phone calls or email correspondence received by City staff and/or the San Jose Compliance Officer from employees that work in Palo Alto or other individuals regarding an employer not paying minimum wage, inquiring about the minimum wage requirements, and other minimum wage related questions. Correspondence received by City staff is forwarded to the San Jose Compliance Officer to research the possible instance(s) of non-compliance with the City’s minimum wage ordinance.

All claims are managed by the City of San Jose Office of Equity of Assurance. The City receives quarterly reports that include a list of complaints, questions, or requested information that is received, however does not include a log of all calls forwarded to San Jose. In the last 12 months, there was one (1) logged instance of an inquiry seeking minimum wage information on the quarterly report for 7/1/2023 through 9/30/2023.

After researching and attending multiple conferences and trainings, staff did not find any other agencies or private companies that provide minimum wage compliance services. An exemption from competitive solicitation under PAMC 2.30.360(d) due to professional services available from only one source was approved by the City Manager. The Administrative Services Department (ASD) plans to survey the market again, in advance of the end of the extension, to determine whether there are alternative providers in the market.

FISCAL/RESOURCE IMPACT
The FY 2024 Adopted Budget includes $15,000 in the Administrative Services Department (ASD) for this purpose, and approval of the First Amendment will not result in any additional funding needs. The execution of contract S22185727 was in 2020 and the annual contract cost of $15,000 has not increased since 2020. Ongoing funding will be included in the development of future budgets, subject to City Council approval.

STAKEHOLDER ENGAGEMENT
Staff will continue working with the City of San Jose to ensure that the City is in compliance with the minimum wage ordinance.

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: Contract with City of San Jose; S22185727, Amendment No. 1 Attachment B: Contract with City of San Jose; S22185727 APPROVED BY:

Kiely Nose, Assistant City Manager
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Form/File No.: T-32026_3/City of Palo Alto – Notice of Exercise Option to Extend Agreement City Attorney Approval Date: September 2022
1 NOTICE OF EXERCISE OF OPTION TO EXTEND AGREEMENT
AGREEMENT TITLE:

DATE:

AGREEMENT BETWEEN CITY OF PALO ALTO AND THE

CITY OF SAN JOSE FOR MINIMUM WAGE ENFORCEMENT

SERVICES

CONTRACTOR
Name and Address:

City of Palo Alto
Maria Lagman
Administrative Services Department
250 Hamilton Avenue, 4th Floor
Palo Alto, CA 94301
DATE OF OPTION: June 30, 2023
(date the notice is sent must be consistent with the time for exercise set forth in Agreement) Pur
suant to Section:

Term of Agre ement/Option to Extend: The Agreement referenced above; the City of Palo Alto (“City”) hereby exercises its option to extend the term under the following provisions:

OPTION NO. 1 of 1
NE

W OPTION TERM
Begin Date: July 1,2023
End Date: June 30,2025
MAXIMUM COMPENSATION for New Option Term: $30,000
Com
pensation: San Jose will continue to submit annual invoices to City of Palo Alto for Services performed in the following years. City will provide San Jose with the address and person to whom San Jose must submit its invoices. City will pay San Jose at the rates specified in the original agreement 4.1 and 4.2 of this section.

Option and any future escalations begin each July 1 upon mutual written agreement by the Parties.

CITY OF PALO ALTO
a municipal corporation
By ________________
Name: Ed Shikada
Title: City Manager

APPROVED AS TO
FORM:

By ________________
Name:_____________
Title: Assistant City
Attorney

CITY OF SAN JOSE
a municipal corporation
By ________________
Name:_____________
Title:______________
DocuSign Envelope ID: 19903896-7C37-4043-BBE3-0699A006A59A Christopher Hickey
Division Manager
Mark Vanni
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DocuSign Envelope ID: 232602EC-2932-4687-BE6A-95E85C7BB569

AGREEMENT

BETWEEN

CITY OF PALO ALTO AND THE CITY OF SAN JOSE

FOR MINIMUM WAGE ENFORCEMENT SERVICES
THIS AGREEMENT is between City of Palo Alto, a municipal corporation ("City"), and the City of San Jose, a municipal corporation ("San Jose"). City and San Jose are sometimes hereinafter referred to as a “Party” and collectively as the “Parties”.

WHEREAS, San Jose has a local minimum wage ordinance; and WHEREAS, San Jose’s Office of Equality Assurance (“OEA”) implements and enforces San Jose’s local minimum wage ordinance; and
WHEREAS, City has a local minimum wage ordinance that is substantially like San Jose’s local minimum wage ordinance; and
WHEREAS City’s local minimum wage ordinance authorizes the use of third parties to assist in implementing and enforcing ordinance; and
WHEREAS, City and San Jose desire to enter into an agreement whereby San Jose provides certain services related to implementing and enforcing City’s minimum wage ordinance.

NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:

1. Services by San Jose: San Jose will provide the services described in Exhibit "A," which is attached hereto and incorporated by reference. (Collectively “Services.”) San Jose will determine the method, details and means of performing the Services in consultation with City.

1.1 San Jose will perform the Services in the same manner that it administers and enforces its own minimum wage ordinance.

1.2 San Jose will direct any questions or issues regarding the interpretation, administration or enforcement of City’s minimum wage ordinance to City. City must provide timely and appropriate direction responding to San Jose’s question or issue. San Jose will provide the Services in accordance with such direction.

2. Term of Agreement/Option to Extend: The Agreement is effective on July 1, 2020 and expires on June 30, 2023, unless terminated earlier in accordance with Section 14 (“Initial Term”). City has the option of extending the Initial Term from July 1, 2023 to June 30, 2025 (“Option Term”). To exercise its option, City must notify San Jose OC-001907-000
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DocuSign Envelope ID: 232602EC-2932-4687-BE6A-95E85C7BB569 in writing by January 30, 2023 of its desire to extend the Agreement for the Option Term.

3. Duties of City: City must provide San Jose with all documents, materials and information (collectively “Written Materials”) needed for San Jose to properly perform the Services. Once it has completed the Services for which the Written Materials were needed, San Jose will return them to City.

4. Compensation: San Jose will submit annual invoices to City for Services performed in the following year. City will provide San Jose with the address and person to whom San Jose must submit its invoices. City will pay San Jose at the rates specified in

4.1 and 4.2 of this section. Option and any future escalations begin each July 1 upon mutual written agreement by the Parties.

4.1 Maximum Compensation – Initial Term: The maximum compensation the City will pay San Jose for the Initial Term is Forty-Five Thousand Dollars ($45,000).

4.2 Maximum Compensation – Option Term: The maximum compensation the City will pay San Jose for each year of the Option Term is Fifteen Thousand Dollars ($15,000).

5. Ownership of San Jose’s Work Product: Upon reasonable written notice, City will have full access to all working papers, drawings, photographs, recordings and other documents created or obtained by San Jose in performing the Services (collectively “Work Product”). Work Product is the property of City at the time it is created or obtained by San Jose. San Jose may retain a copy of Work Product provided to City.

6. Conflict of Interest: San Jose will avoid all conflicts of interest, or appearance of conflict, in performance of this Agreement and agrees to immediately notify City in writing of any facts that may give rise to a conflict of interest. San Jose is aware of the prohibition that no officer of City shall have any interest, direct or indirect, in this Agreement or in the proceeds thereof. During the term of this Agreement, San Jose will not accept an obligation that is inconsistent or incompatible with San Jose’s obligations under this Agreement.

7. Proprietary/Confidential Information: San Jose will immediately give City a copy of any Work Product that City or some third-party claims is proprietary, confidential, or otherwise not publicly disclosable. City is responsible for making determinations regarding the disclosure of Work Product, for any litigation resulting from its determination, and for providing the City with appropriate direction regarding the disclosure of Work Product.

8. Independent Contractor: San Jose is acting as an independent contractor in performing the Services required by this Agreement and is not an agent, servant or employee of City. Nothing in this Agreement creates an employer and employee Item 15
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DocuSign Envelope ID: 232602EC-2932-4687-BE6A-95E85C7BB569 relationship between City and San Jose. San Jose will pay all required state and federal taxes.

9. Indemnity: This provision applies in lieu of Government Code Section 895.6.

9.1 San Jose will indemnify and hold harmless City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses (collectively “Claims”), arising out of the performance of this Agreement, to the extent such Claims are caused by any negligent act or omission of San Jose.

9.2 City will indemnify and hold harmless San Jose and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses (collectively “Claims”), arising out of the performance of this Agreement to the extent such Claims are caused by any negligent act or omission of City.

9.3 Notwithstanding anything to the contrary in this Agreement, San Jose’s liability for any action or event occurring (a) during the Initial Term will not exceed the maximum dollar amount payable to San Jose during the Initial Term and (b) during an option year will not exceed the maximum dollar amount payable to San Jose during such option year.

10. Insurance: The City and San Jose are each self-insured with respect to claims for which it would bear responsibility under this Agreement, including but not limited to liability, automobile, and workers’ compensation insurance, as authorized under Government Code Section 990.4 and Labor Code Section 3700. Information concerning this self-insurance is publicly available.

11. Dispute Resolution: If a question arises regarding interpretation of this Agreement or its performance, or the alleged failure of a party to perform, the party raising the question or making the allegation must give written notice thereof to the other party.

The parties will promptly meet in an effort to informally resolve the issue. If the parties fail to resolve the issue, alternative forms of dispute resolution, including mediation, may be pursued by mutual written agreement of the City and San Jose. The parties intend that to the extent possible litigation be avoided as a method of dispute resolution.

12. Notices: All official notices required by this Agreement must be in writing, and must be personally delivered, sent by first class with postage prepaid, or sent by commercial courier, addressed as follows:

To CITY: Maria Lagman
Administrative Services Department
250 Hamilton Avenue, 4th Floor
Palo Alto, CA 94301
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DocuSign Envelope ID: 232602EC-2932-4687-BE6A-95E85C7BB569 To SAN JOSE: Christopher Hickey
Office of Equality Assurance
City of San José
200 East Santa Clara Street, Fifth Floor
San José, CA 95113
Each Party may change the address by written notice in accordance with this paragraph. Notices delivered personally will be deemed communicated as of actual receipt; mailed notices will be deemed communicated as of five (5) days after mailing, unless such date is a date on which there is no mail service. In that event communication is deemed to occur on the next mail service day.

13. Assignment: The expertise and experience of San Jose are material considerations for this Agreement. Neither party shall assign or sublet any portion of this Agreement without the prior written consent of the other Party.

14. Termination:

14.1 Either Party may terminate this Agreement for cause based on a material breach by the other party by giving the breaching party thirty (30) calendar days written notice.

14.2 Either party may terminate this Agreement without cause by giving the other party at least ten (10) calendar day’s written notice.

14.3 If this Agreement is terminated, City will compensate San Jose in proportion to the percentage of Services performed or materials furnished (in relation to the total which would have been performed or furnished) through the date of the termination notice. San Jose will present City with any work product completed at that point in time.

15. Entire Agreement/Amendment: This writing constitutes the entire agreement between the parties relating to the Services. No prior oral or written understanding is of any force or effect with respect to those matters covered hereunder.

Modifications to this Agreement must be by written amendment signed by both parties.

16. Miscellaneous: Time is of the essence in this Agreement. Failure of either party to enforce any provision of this Agreement is not a waiver of that party’s right to compel future enforcement of the provision or any other provision. This Agreement will be governed and construed in accordance with the laws of the State of California.

17. San Jose’s Books and Records: San Jose will maintain any and all ledgers, books of account, invoices, vouchers, cancelled checks, and other records or documents evidencing or relating to charges for services, or expenditures and disbursements Item 15
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DocuSign Envelope ID: 232602EC-2932-4687-BE6A-95E85C7BB569 charged to City for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to San Jose.

17.1 San Jose shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years, or for any longer period required by law, from the date of termination or completion of this Agreement.

17.2 San Jose will make records or documents required to be maintained pursuant to this Agreement available for inspection or audit at no cost to City, during regular business hours, within a reasonable time following a written request by City’s authorized representative. Unless an alternative is mutually agreed upon, San Jose will make the records available at San Jose’s address indicated for receipt of notices in this Agreement.

18. Venue: In the event of a lawsuit by either Party, the venue will be exclusively vested in the state courts of the County of Santa Clara, or if federal jurisdiction is appropriate, exclusively in the United States District Court, Northern District of California, San José, California.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year first hereinabove written.

CITY OF PALO ALTO ("CITY") APPROVED AS TO FORM:

By By

CHRISTINE PARAS CASSIE COLEMAN
ASD Assistant Director Assistant City Attorney
and Chief Procurement Officer
CITY OF SAN JOSE (“SAN JOSE”) APPROVED AS TO FORM:

By By
SARAH ZARATE ERIN O’NEIL
Director City Manager's Office Deputy City Attorney
Email: [email protected]
Jun 27.2022
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DocuSign Envelope ID: 232602EC-2932-4687-BE6A-95E85C7BB569 EXHIBIT “A”

SCOPE OF SERVICES
San Jose’s Office of Equality Assurance (“OEA”) will provide the following Services.

When providing the Services, OEA will identify itself as providing the Services on behalf of City.

Services do not include OEA providing any legal services. Nor do Services include OEA responding to any inquires or performing any work that requires or involves legal advice or interpreting City’s Minimum Wage Ordinance.

Task 1. OEA will answer general written and telephonic inquiries regarding City’s Minimum Wage Ordinance. Examples of general inquiries include questions about wage rates, who is covered, how to file complaints, and the effective date of the Ordinance.

Task 2. OEA will answer written and telephonic inquires, requiring research, regarding City’s Minimum Wage Ordinance. Examples of these inquires include current minimum wage rate, coverage to employees and employers, and clarifications of regulations.

Task 3. OEA will conduct complaint intake. OEA will prepare and issue notices of complaint and requests for documentation when it determines doing so is appropriate. OEA will copy City on all notices and requests. • OEA will conduct complaint intake via telephone, in writing or in person, as it determines is warranted by the situation. Complaint intake will include obtaining the following information: complainant’s name, address, phone number, company, manager, type of work performed, how/when paid, work schedule, rate of pay, copies of pay stubs, records of hours worked.
• OEA will prepare and serve a written notice of complaint to the complainant’s employer. In addition to notifying the employer of the complaint, the notice will request the employer to provide – within 10 business days of the notice date - documents relevant to establishing whether or not a violation occurred. Requested documents will include:
▪ Original time cards, sign-in sheets, ledgers, electronic records and any payroll records which show actual hours worked each day for each employee for the relevant period.
▪ Copies of payroll check stub details and/or itemized pay stubs for each employee for the relevant period.

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DocuSign Envelope ID: 232602EC-2932-4687-BE6A-95E85C7BB569 ▪ List of former and current employees with addresses, telephone numbers and job title/position, including employment start and end dates.
• OEA will review documents provided by an employer in response to a notice of complaint. OEA will notify City, in writing, if the employer does not respond, or responds incompletely, to the notice of complaint.

The Services do not include OEA taking any enforcement action or other actions against an employer who does not respond, or responds incompletely, to the notice of complaint.

Task 4. If OEA will make a recommendation to City regarding whether further investigation is appropriate. If City directs OEA to conduct further investigation, OEA will do the following:
• OEA will visit the complainant’s workplace for the purpose of on-site interviews and review of workplace conditions. OEA will document the visit.
• OEA will interview other workers for the purpose of determining current workforce and hourly rates of pay. OEA will document the interview(s).

Task 5. Based on the documents provided by the employer, the workplace visit and the worker interview(s), OEA will determine whether it believes a violation has occurred. If OEA concludes a violation has occurred, it will calculate any back wages owed. OEA will make a recommendation to City regarding whether to issue a notice of violation. If, and only if, City directs OEA to issue a notice of violation, OEA will perform Task 6.

Task 6. OEA will prepare and send to complainant’s employer a written notice of violation and opportunity to correct. OEA will copy the notice to City. The notice will explain the basis of the violation, include all supporting evidence and set forth requirements for correcting the violation. The notice will also set forth a ten (10) business day time from the date of the notice for the complainant’s employer to do the following: (1) submit additional documents or information establishing the employer’s innocence, and/or (2) request a meeting with the OEA Director to contest the violation.

Task 7. If the complainant’s employer contests the notice of violation, the OEA Director will do the following: (1) review any additional information and/or documentation submitted by the employer, and (2) meet with the employer if the employer requests a meeting. The OEA Director will issue a written final decision to the employer, with a copy to City, upholding, revising or Item 15
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DocuSign Envelope ID: 232602EC-2932-4687-BE6A-95E85C7BB569 dismissing the notice of violation. The final decision will set forth the reasons supporting the OEA Director’s decision. The final decision of the OEA Director also will include instructions on how the employer can appeal the decision to City. City must provide OEA with a standard appeals language to include in the OEA decisions.

Task 8. The Services do not include San Jose taking any further enforcement action, except that, upon City’s request, OEA staff involved in the enforcement action will testify at a City Administrative Hearing and at any court proceedings.

Task 9. OEA will annually update minimum wage rates based on Consumer Price Index as identified in City’s Minimum Wage Ordinance.
o OEA will perform annual wage updates in October of each year. o OEA will notify City of any changes to the minimum wage by November 15 of each year.
o OEA will transmit documentation of the future increases to City by December 1 of each year.

Task 10. OEA will attend meetings as requested by City pertaining to any minimum wage complaints completed, in an open and active investigation, or during the intake complaint process.

Task 11. OEA will prepare quarterly reports of the number of complaints, violations, employees affected, wages restituted back to employees, and penalties assessed.

Task 12. One (1) hour Minimum Wage Training to employees, businesses, stakeholders, etc. as requested by City.

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Administrative Services
Meeting Date: December 18, 2023
Report #:2311-2218
TITLE
Approval of Two Lease Agreements for a Five Year Term Between the City of Palo Alto (Landlord) and Palo Alto Community Child Care (Tenant) for Community Child Care Spaces at the College Terrace and Ventura Sites; CEQA Status – Not a Project

RECOMMENDATION
Staff recommends that the City Council authorize the City Manager or their designee, to execute two (2) Lease Agreements between the City of Palo Alto and Palo Alto Community Child Care (Tenant) for Community Child Care Spaces at the College Terrace and Ventura Sites. The term will be January 1, 2024 through December 31, 2028.

BACKGROUND
On September 12, 2016 the City entered into two lease agreements with Palo Alto Community Child Care (PACCC) for the College Terrace Library (2300 Wellesley Street) and Ventura School (3990 Ventura Court) sites for the purpose of providing full-service community child care centers.

The term of both lease agreements commenced on July 1, 2016. The College Terrace Library lease expired on December 31, 2019 and the Ventura School lease expired on June 30, 2019; both have been in holdover since. Now, the City and Palo Alto Community Child Care desire to enter into new lease agreements for both sites. The term of the new lease agreements will be January 1, 2024 to December 31, 2028. PACCC is requesting a longer term to apply for a Childcare Expansion Grant1 which requires a 5-year lease. They intend to use this grant to fund tenant improvements such as upgrading the HVAC systems. The improvements to the HVAC systems will be entirely grant funded and at no cost to the City.

1 Childcare Expansion Grant - https://valleyhealthfoundation.org/how-we-help/childcare-center-programs.html Item 16
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ANALYSIS
The language for the new lease agreements is similar to the existing agreement with changes only to the term, base rent amounts, and annual increase rate. See below for a breakdown of general terms.

Site Approximate
Space
Commencement
Date
Expiration Date Annual Base
Rent
Annual
Increase
Operating
Expense
Responsibility
College Terrace
Library
2,000 sq. ft. January 1, 2024 Dec. 31, 2028 $33,132 3% PACCC Ventura School 21,000 sq. ft. January 1, 2024 Dec. 31, 2028 $540,559 3% PACCC The base rent for the College Terrace Library site will be $2,760.98 per month for a total annual rent of $33,132. The base rent for the Ventura School site will be $45,046.60 per month for a total annual rent of $540,559. Consistent with the existing agreement, the City will waive the annual base rent as long as PACCC provides all services as outlined in the updated FY2024 Annual Work Plan exhibits in the lease agreements. The Annual Work Plan remains largely unchanged. However, notable updates include additional annual reporting for quality and volunteering metrics to be provided to the City.

FISCAL/RESOURCE IMPACT
This will have no projected impact to the FY 2024 Budget as the base rent is expected to be waived in agreement with PACCC subject to the provision of services. This is consistent with the current lease agreements.

STAKEHOLDER ENGAGEMENT
The City and PACCC collaborated on development of the new lease agreements. City staff has been in open communication with PACCC to assist with requirements to apply for the Childcare Expansion Grant.

ENVIRONMENTAL REVIEW
This activity is not a project under California Environmental Quality Act (CEQA) as defined in CEQA Guidelines, section 15378(b)(5), because it has no potential for resulting in either a direct or reasonably foreseeable indirect physical change in the environment.

ATTACHMENTS
Attachment A: Palo Alto Community Child Care Lease Agreement – College Terrace Attachment B: Palo Alto Community Child Care Lease Agreement – Ventura APPROVED BY:

Kiely Nose, Assistant City Manager
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1 LEASE AGREEMENT

BETWEEN

CITY OF PALO ALTO
AND
PALO ALTO COMMUNITY CHILD CARE – COLLEGE TERRACE
This lease agreement (herein "lease") is made and entered into on _________________, by and between the City of Palo Alto, a California chartered municipal corporation (herein "City") and Palo Alto Community Child Care, a California non-profit corporation (herein "Lessee"). City and Lessee may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Lease." The City Manager serves as Contract Administrator for this lease on behalf of the City Council.

RECITALS
A. These recitals are a substantive portion of this lease.

B. In July, 1977, the City entered into a lease with Lessee for a portion of the City-owned College Terrace Library site.

C. On February 10, 1981, the City entered into a 5-year lease with Lessee for a portion of the City-owned College Terrace Library.

D. On July 22, 1986 and January 5, 1992 respectively, the City entered into a five-year lease with Lessee for the continued use of a portion of the College Terrace Library.

E. On June 19, 2000, City entered into a ten-year lease for the continued use of the College Terrace Library site.

F. On July 28, 2011, Center entered into a two-year lease for the continued use of the College Terrace Library site.

G. On August 10, 2013, City entered into a three-year lease with Lessee for the continued use of College Terrace Library site.

H. City and Lessee desire to enter into a lease for the purpose of continuing to provide a full- service community child care center at the College Terrace site; the lease terminated December 30, 2019, and Lessee has continued use of the College Terrace Library site since that time, under the terms and conditions of the lease, on a hold-over basis.

I. City and Lessee now desire to enter into a lease for the purpose of continuing to provide full-service community child care centers and other programs at the College Terrace Library site.

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2 Now, therefore, in consideration of these recitals and the following covenants, terms, and conditions, Lessee and City mutually agree as follows:

LEASE PROVISIONS

1. PREMISES.

City hereby leases to Lessee, certain real property located at 2300 Wellesley Street in the City of Palo Alto, County of Santa Clara, State of California, commonly referred to as College Terrace Library (herein the "Property"), and more particularly described in Exhibit A attached hereto and incorporated herein by reference. The Property consists of approximately Two Thousand (2,000) square feet of the College Terrace Library building including use in common of the parking lot and related grounds. Unless specifically provided, Lessee accepts the Property “as-is” on the date of execution of this Lease.

2. TERM.

2.1 Original Term. The term of this Lease shall commence on January 1, 2024 and end on December 31, 2028. Lessee shall, at the expiration of the term of this Lease, or upon its earlier termination, surrender the Premises in as good condition as it is now at the date of this Lease.

The Parties expect reasonable wear and tear.

2.2 Early Termination by City. If City in its sole discretion determines that it requires the Premises for any public purpose, City may terminate this Lease upon sixty (60) days written notice.

3. RENT.

3.1 Base Rent. The rent to be paid by Lessee shall be in the amount of Thirty Thousand One Hundred Thirty-Nine dollars and Ninety cents ($33,131.76), payable in monthly installments of Two Thousand Five Hundred Eleven dollars and Sixty-Six cents ($2,760.98). City shall waive the Base Rent in accordance with Section 4 below. Rent shall be payable on the first day of each and every month commencing on the Delivery Date, at a place (or places) as may be designated in writing from time to time by City.

3.2 Annual Increase. During the Term of this Lease, the Base Rent shall be increased 3% effective on each January 1st. The sum shall be adjusted annually resulting in a compound rate of increase.

3.3 Late Charge. Lessee acknowledges late payment of rent will cause City to incur costs not contemplated by this Lease, the exact amount of such costs being extremely difficult and impracticable to fix. Such costs include, without limitation, processing, accounting and late charges that may be imposed on City. Therefore, if City does not receive any installment of rent due from Lessee postmarked within ten (10) days after the date such rent is due, Lessee shall pay to City an additional sum of five percent (5%) of the overdue rent as a late charge. The parties agree this late charge represents a fair and reasonable estimate of the costs City will incur by Item 16
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3 reason of late payment by Lessee. Acceptance of any late charge shall not constitute a waiver of Lessee’s default with respect to the overdue amount, nor prevent City from exercising any of the other rights and remedies available to City.

3.4 Rent Payment Procedures. Lessee’s obligation to pay rent shall commence upon the commencement of this Lease. Rent payment for any fractional calendar month shall be prorated.

Rent payments shall be delivered to City’s Revenue Collections Division, 250 Hamilton Avenue, PO Box 10250, Palo Alto, CA 94303. The designated place of payment may be changed at any time by City upon ten (10) days’ written notice to Lessee. Lessee specifically agrees that acceptance of any late or incorrect rentals submitted by Lessee shall not constitute an acquiescence or waiver by City and shall not prevent City from enforcing Section 3.3 (Late Charge) or any other remedy provided in this Lease. Acceptance of rent shall not constitute approval of any unauthorized Lease or use, nor constitute a waiver of any non-monetary breach.

Payments shall be effective upon receipt. City may apply any payment received from Lessee at any time against any obligation due and owing by Lessee under this Lease, regardless of any statement appearing on or referred to in any remittance from Lessee or any prior application of such payments.

3.5 Partial Payment. The receipt by City of a partial payment of any amount due to City endorsed as payment in full will be deemed to be a partial payment only. City may accept and deposit said check without prejudice to its right to recover the balance. Any endorsements or statements on the check or any letter accompanying the check shall not be deemed an accord and/or satisfaction. Lessee's obligation (without prior notice or demands) to pay rent and all other amounts due hereunder shall be absolute and unconditional, and not subject to any abatement, set off, defense, recoupment or reduction.

4. WAIVER OF RENT.

City shall waive the Base Rent as long as Lessee faithfully meets all conditions and provides all activities, public services and benefits as required by Annual Work Plan as set forth in Exhibit C.

In the event that Lessee fails to meet all provisions of the Annual Work Plan, the rent waiver shall cease, and Lessee shall begin monthly rent payments in accordance with Sections 3.1, 3.2,

3.3, and 3.4 above. Monthly rental payments shall begin within 30 days of Lessee’s receipt of City’s written notification that Lessee is in violation of Guidelines for Site Usage or the provisions of the Annual Work Plan.

5. USE OF PREMISES.

5.1 Required and Permitted Uses. Throughout the term of this Lease, Lessee shall provide child care related uses, services and activities as set forth in Exhibit C. Premises may not be used for any other purposes without City's prior written consent, which consent may be withheld in the sole and absolute discretion of the City.

5.2 Prohibited Uses. Lessee shall not use Premises for any purpose not expressly permitted hereunder. Lessee shall not create, cause, maintain or permit any nuisance or waste in, on, or about the Premises, or permit or allow the Premises to be used for any unlawful or immoral Item 16
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4 purpose. Lessee shall not do or permit to be done anything in any manner which unreasonably disturbs the users of the Sites. Specifically, and without limiting the above, Lessee agrees not to cause any unreasonable odor, noise, vibration, power emission, or other item to emanate from the Premises. No materials or articles of any nature shall be permanently stored outside upon any portion of the Premises, unless approved in writing by the City. Lessee will not use Sites in a manner that increases the risk of fire or cost of fire insurance. No unauthorized sign or placard shall be painted, inscribed or placed in or on said Sites; and no tree or shrub thereon shall be destroyed or removed or other waste committed of said Sites. No motorcycles, automobiles or other mechanical means of transportation shall be placed or stored anywhere on the Sites except for the parking lot. No repair, overhaul or modification of any motor vehicle shall take place on the Sites or the street in front of said Sites. Lessee, at his/her expense, shall keep the Premises in as good condition as it was at the beginning of the terms hereof, except damage occasioned by ordinary wear and tear, and except damage to the roof, sidewalks and underground plumbing, which is not the fault of Lessee.

5.4 Condition, Use of Premises. City makes no warranty or representation of any kind concerning the condition of the Premises, or the fitness of the Premises for the use intended by Lessee, and hereby disclaims any personal knowledge with respect thereto, it being expressly understood by the parties that Lessee has personally inspected the Premises, knows its condition, finds it fit for Lessee’s intended use, accepts it as is, and has ascertained that it can be used exclusively for the limited purposes specified in Section 5.1.

6. HAZARDOUS MATERIALS.

6.1 Hazardous Materials Defined. The term “Hazardous Material(s)” shall mean any toxic or hazardous substance, material or waste or any pollutant or contaminant, or infectious or radioactive material, including but not limited to, those substances, materials, or wastes regulated now or in the future under any of the following statutes or regulations and any and all of those substances included within the definitions of “hazardous substances,” “hazardous waste,” “hazardous chemical substance or mixture,” “imminently hazardous chemical substance or mixture,” “toxic substances,” “hazardous air pollutant,” “toxic pollutant” or “solid waste” in the (a) CERCLA or Superfund as amended by SARA, 42 U.S.C. Sec. 9601 et seq., (b) RCRA, 42 U.S.C. Sec. 6901 et seq., (c) CWA., 33 U.S.C. Sec. 1251 et seq., (d) CAA, 42 U.S.C. 78401 et seq., (e) TSCA, 15 U.S.C. Sec. 2601 et seq., (f) The Refuse Act of 1899, 33 U.S.C. Sec. 407, (g) OSHA, 29 U.S.C. 651 et seq. (h) Hazardous Materials Transportation Act, 49 U.S.C. Sec. 1801 et seq., (i) USDOT Table (40 CFR Part 302 and amendments) or the EPA Table (40 CFR Part 302 and amendments), (j) California Superfund, Cal. Health & Safety Code Sec. 25300 et seq., (k) Cal. Hazardous Waste Control Act, Cal. Health & Safety Code Section 25100 et seq., (l) Porter-Cologne Act, Cal. Water Code Sec. 13000 et seq., (m) Hazardous Waste Disposal Land Use Law, Cal. Health & Safety Code Sec. 25220 et seq., (n) Proposition 65, Cal. Health and Safety Code Sec. 25249.5 et seq., (o) Hazardous Substances Underground Storage Tank Law, Cal. Health & Safety Code Sec. 25280 et seq., (p) California Hazardous Substance Act, Cal.

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5 & Safety Code Secs. 25500-25541, (s) TCPA, Cal. Health and Safety Code Secs. 25208 et seq., and (t) regulations promulgated pursuant to said laws or any replacement thereof, or as similar terms are defined in the federal, state and local laws, statutes, regulations, orders or rules.

Hazardous Materials shall also mean any and all other substances, materials, and wastes which are, or in the future become, regulated under applicable local, state or federal law for the protection of health or the environment, or which are classified as hazardous or toxic substances, materials or wastes, pollutants or contaminants, as defined, listed or regulated by any federal, state or local law, regulation or order or by common law decision, including without limitation:
(i) trichloroethylene, tetrachloroethylene, perchloroethylene and other chlorinated solvents; (ii) any petroleum products or fractions thereof; (iii) asbestos, (iv) polychlorinated biphenyls; (v) flammable explosives; (vi) urea formaldehyde; and, (vii) radioactive materials and waste.

6.2. Compliance with Laws. Lessee shall not cause or permit any Hazardous Material (as defined above) to be brought upon, kept or used in or about the Premises or Sites by Lessee, its agents, employees, contractors or invitees.

6.3 Termination of Lease. City shall have the right to terminate the Lease in City’s sole and absolute discretion in the event that: (i) any anticipated use of the Premises by Lessee involves the generation or storage, use, treatment, disposal, or release of Hazardous Material in a manner or for a purpose prohibited or regulated by any governmental agency, authority, or Hazardous Materials Laws; (ii) Lessee has been required by any lender or governmental authority to take remedial action in connection with Hazardous Material contaminating the Premises, if the contamination resulted from Lessee’s action or use of the Premises; or (iii) Lessee is subject to an enforcement order issued by any governmental authority in connection with the release, use, disposal, or storage of a Hazardous Material on the Premises.

6.4 Reserved.

6.5 Hazardous Materials Indemnity. Lessee shall indemnify, defend (by counsel reasonably acceptable to City), protect, and hold City harmless from and against any and all claims, liabilities, penalties, forfeitures, losses, and/or expenses, including without limitation, diminution in value of the Premises, damages for the loss or restriction on use of the rentable or usable space or of any amenity of the Premises, damages arising from any adverse impact or marketing of the Premises and sums paid in settlement of claims, response costs, cleanup costs, site assessment costs, attorneys’ fees, consultant and expert fees, judgments, administrative rulings or orders, fines, costs of death of or injury to any person, or damage to any property whatsoever (including, without limitation, groundwater, sewer systems, and atmosphere), arising from, caused, or resulting, either prior to or during the Lease Term, in whole or in part, directly or indirectly, by the presence or discharge in, on, under, or about the Premises by Lessee, Lessee’s agents, employees, licensees, or invitees or at Lessee’s direction, of Hazardous Material, or by Lessee’s failure to comply with any Hazardous Materials Law, whether knowingly or by strict liability.

For purposes of the indemnity provided herein, any acts or omissions of Lessee or its employees, agents, customers, sub-Lessees, assignees, contractors, or subcontractors of Lessee (whether or not they are negligent, intentional, willful or unlawful) shall be strictly attributable to Lessee.

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6 or unforeseeable, all costs of any required or necessary Hazardous Materials management plan, investigation, repairs, cleanup or detoxification or decontamination of the Premises, and the presence and implementation of any closure, remedial action or other required plans, and shall survive the expiration of or early termination of the Lease Term.

6.6 City’s Right to Perform Tests. At any time prior to the expiration of the Lease Term, City shall have the right to enter upon the Premises in order to conduct tests of water and soil.

7. UTILITIES AND OPERATING EXPENSES.

Because utilities are not separately metered, and it would be impractical to do so, Lessee shall pay to City, on a monthly basis, a pro-rated portion of the utilities supplied to the College Terrace Library site, including but not limited to the furnishing of gas, water, sewer, electricity, telephone service, garbage pickup and disposal, and other public utilities. Said pro-ration shall be based on the square footage of the site utilized by Lessee as compared to the total square footage utilized by the College Terrace Library and shall be 38% of the total utility costs supplied to the College Terrace Library site.

8. TAXES.

8.1 Real Property Taxes Defined. The term “real property taxes” as used herein shall mean all taxes (including possessory interest taxes), assessments, levies and other charges, general and special, foreseen and unforeseen, now or hereafter imposed by any governmental or quasi- governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed against or with respect to: (i) value, occupancy, use or possession of the Premises and/or the improvements; (ii) any improvements, fixtures, equipment and other real or personal property of Lessee that are an integral part of the Premises; or, (iii) use of the Premises, improvements public utilities or energy within the Premises. The term “real property taxes” shall also mean all charges, levies or fees imposed by reason of environmental regulation or other governmental control of the premises and/or the improvements, new or altered excise, transaction, sales, privilege, assessment, or other taxes or charges now or hereafter imposed upon City as a result of this Lease, and all costs and fees (including attorneys’ fees) incurred by City in contesting any real property taxes and in negotiating with public authorities as to any real property taxes affecting the Premises. If any real property taxes are based upon property or rents unrelated to the Premises and/or the improvements, then only that part of such tax that is fairly allocable to the Premises and/or the improvements, as determined by City, on the basis of the assessor’s worksheets or other available information, shall be included within the meaning of the term “real property taxes.”

8.2 Payment of Real Property Taxes. Lessee shall pay Lessee’s share of all real property taxes (as defined in Section 8.1 above) which become due and payable to City on or before the later of ten (10) days prior to the delinquency thereof or three (3) days after the date on which Lessee receives a copy of the tax bill and notice of City’s determination hereunder. Lessee’s liability to pay real property taxes shall be prorated on the basis of a three hundred sixty-five (365) day year to account for any fraction or portion of a tax year included in the Lease term at the commencement or expiration of the Lease.

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7 8.3 Revenue and Taxation Code. Lessee specifically acknowledges it is familiar with section 107.6 of the California Revenue and Taxation Code. Lessee realizes that a possessory interest subject to property taxes may be created, agrees to pay any such tax, and hereby waives any rights Lessee may have under said California Revenue and Taxation Code section 107.6.

8.4 Personal Property Taxes. Lessee shall pay before delinquent, or if requested by City, reimburse City for, any and all taxes, fees, and assessments associated with the Premises, the personal property contained in the premises and other taxes, fees, and assessments regarding any activities which take place at the Sites. Lessee recognizes and understands in accepting this Lease that its interest therein may be subject to a possible possessory interest tax that City or County may impose on such interest and that such tax payment shall not reduce any rent due City hereunder and any such tax shall be the liability of and be paid by Lessee.

9. MAINTENANCE.

9.1 City and Lessee Responsibilities. Lessee at Lessee's expense, shall perform all maintenance and repairs, including but not limited to interior plumbing and painting; light fixture, bulb and ballast replacement; broken and vandalized or damaged window replacement; re-keying and key copies (making sure to provide copies of all keys to City); and all maintenance and repair of the fenced playground area necessary to keep the Premises and all improvements thereto in first- class order, repair, and condition, and shall keep the Premises in a safe, clean, wholesome, and sanitary condition to the complete satisfaction of City, and in compliance with all applicable laws, throughout the term of this Lease. In addition, Lessee shall maintain, at Lessee's expense, all equipment, furnishings and trade fixtures upon the Premises required for the maintenance and operation of a first-class business of the type to be conducted pursuant to this Lease.

City shall be responsible for the maintenance and repair of the exterior structure located on the Premises and main support systems not exclusively serving the Premises, including roof repair, electrical system repair (excluding interior lighting), exterior painting and structural repairs.

9.2 Waiver of Civil Code. Lessee expressly waives the benefit of any statute now or hereinafter in effect, including the provisions of Sections 1941 and 1942 of the Civil Code of California, which would otherwise afford Lessee the right to make repairs at City’s expense or to terminate this Lease because of City’s failure to keep Premises in good order, condition and repair. Lessee further agrees that if and when any repairs, alterations, additions or betterments shall be made by Lessee as required by this paragraph, Lessee shall promptly pay for all labor done or materials furnished and shall keep the Premises free and clear of any lien or encumbrance of any kind whatsoever. If Lessee fails to make any repairs or perform any maintenance work for which Lessee is responsible within a reasonable time (as determined by the City Manager in the City Manager’s sole discretion) after demand by the City, City shall have the right, but not the obligation, to make the repairs at Lessee’s expense; within ten (10) days of receipt of a bill, Lessee shall reimburse City for the cost of such repairs, including a fifteen percent (15%) administrative overhead fee. The making of such repairs or performance of maintenance by City shall in no event be construed as a waiver of the duty of Lessee to make repairs or perform maintenance as provided in this section.

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8 10. CONSTRUCTION BY LESSEE.

10. 1 Construction Standards. All design and construction performed by or on behalf of Lessee shall conform to the approved plans, specifications, construction and architectural standards approved by the City Council if required by Palo Alto ordinances or procedures or otherwise by the City Manager. Once the work is begun, Lessee shall with reasonable diligence prosecute all construction to completion. All work shall be performed in a good and workmanlike manner, shall substantially comply with any plans and specifications approved by City and shall comply with all applicable governmental permits, laws, ordinances and regulations, and shall meet all other requirements contained in this Lease.

10.2 Cost of Improvements. Lessee shall pay all costs for construction done or caused to be done by Lessee on the Premises as permitted or required by this Lease. Lessee shall keep the Premises free and clear of all claims and liens resulting from construction done by or for Lessee.

Promptly after completion of construction, Lessee shall provide to the City Manager a statement of the reasonable and actual costs of construction for the initial improvements, which statement shall be certified as to accuracy and signed by Lessee under penalty of perjury.

10.3 Ownership of Improvements. All improvements constructed, erected, or installed upon the Premises must be free and clear of all liens, claims, or liability for labor or material and shall become the property of City, at its election, upon expiration or earlier termination of this Lease and upon City's election, shall remain upon the Premises upon termination of this Lease. Title to all equipment, furniture, furnishings, and trade fixtures placed by Lessee upon the Premises shall remain in Lessee, and replacements, substitutions and modifications thereof may be made by Lessee throughout the term of this Lease. Lessee may remove such fixtures and furnishings upon termination of this Lease if Lessee is not then in default under this Lease, provided that Lessee shall repair to the satisfaction of City any damage to the Premises and improvements caused by such removal and provided that usual and customary lighting, plumbing and heating fixtures shall remain upon the Premises upon termination of this Lease.

10.4 Indemnity for Claims Arising Out of Construction. Lessee shall defend and indemnify City against all claims, liabilities, and losses of any type arising out of work performed on the Premises by Lessee, together with reasonable attorneys' fees and all costs and expenses reasonably incurred by City in negotiating, settling, defending or otherwise protecting against such claims.

10.5 Assurance of Completion. Prior to commencement of any construction or alteration expected to cost more than $5,000.00, Lessee shall furnish the City Manager evidence that assures City that sufficient monies will be available to complete the proposed work. The amount of such assurance shall be at least the total estimated construction cost. Evidence of such assurance shall take one of the forms set out below and shall guarantee Lessee’s full and faithful performance of all of the terms, covenants, and conditions of this Lease:

A. Completion Bond;
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9 C. Irrevocable letter of credit from a financial institution; or D. Any combination of the above.

All bonds and letters of credit must be issued by a company qualified to do business in the State of California and be acceptable to the City Manager. All bonds and letters of credit shall be in a form acceptable to the City Manager, and shall insure faithful and full observance and performance by Lessee of all of the terms, conditions, covenants, and agreements relating to the construction of improvements or alterations in accordance with this Lease.

10.6 As Built Plans. Lessee shall provide the City Manager with a complete set of reproducible “as built plans” reflecting actual construction within or upon the Premises upon completion of any: (i) new construction; (ii) structural alterations; or, (iii) non-structural alterations costing more than $25,000.

11. ALTERATIONS BY LESSEE.

Lessee shall not make any alterations or improvements to the Premises without obtaining the prior written consent of the City Manager. Lessee may, at any time and at its sole expense, install and place business fixtures and equipment within the Premises, provided such fixtures and installation have been reviewed and approved by the City Manager. Prior to commencement of any work, Lessee shall pay the amount of any increase in premiums on insurance policies provided for herein because of endorsements to be made covering the risk during the course of the work and shall pay for any and all permits which may be required.

12. HOLD HARMLESS/INDEMNIFICATION.

12.1 Indemnification. To the extent permitted by law, Lessee agrees to protect, defend, hold harmless and indemnify City, its City Council, commissions, officers, agents, volunteers, and employees from and against any claim, injury, liability, loss, cost, and/or expense or damage, however same may be caused, including all costs and reasonable attorney's fees in providing a defense to any claim arising therefrom for which City shall become legally liable arising from Lessee's, its officers’ agents’ subcontractors’ or employees’ negligent, reckless, willful, or wrongful acts, errors, or omissions, or conduct for which applicable law may impose strict liability on Lessee, with respect to or in any way connected with this Lease or in connection with Lessee’s performance of or failure to perform its obligations under this Lease, including but not limited to Exhibit C. Lessee shall give City immediate notice of any claim or liability hereby indemnified against. This indemnity shall be in addition to the Hazardous Materials indemnity contained in this Lease and shall survive the expiration of or early termination of the Lease Term.

12.2 Waiver of Claims. Lessee waives any claims against City for injury to Lessee’s business or any loss of income therefrom, for damage to Lessee’s property, or for injury or death of any person in or about the Premises or Sites, from any cause whatsoever, except to the extent caused by City’s active negligence or willful misconduct.

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10 13. DAMAGE, DESTRUCTION AND TERMINATION.

13.1 Nontermination and Nonabatement. Except as provided herein, no destruction or damage to the Premises by fire, windstorm or other casualty, whether insured or uninsured, shall entitle Lessee to terminate this Lease. City and Lessee waive the provisions of any statutes which relate to termination of a Lease when Leased property is destroyed and agree that such event shall be governed by the terms of this Lease.

13.2 Force Majeure. Prevention, delay or stoppage due to strikes, lockouts, labor disputes, Acts of God, inability to obtain labor, inability to obtain materials or reasonable substitutes, governmental restrictions, governmental regulation, governmental controls, judicial orders, enemy or hostile governmental actions, civil commotion, fire or other casualty, and other causes beyond the reasonable control of Lessee (financial inability excepted), shall excuse the performance by Lessee for a period equal to the prevention, delay, or stoppage, except the obligations imposed with regard to rent to be paid by Lessee pursuant to this Lease. In the event any work performed by Lessee or Lessee’s contractors results in a strike, lockout, and/or labor dispute, the strike, lockout, and/or labor dispute shall not excuse the performance by Lessee of the provisions of this Lease.

13.3 Restoration of Premises by Lessee.

13.3.1 Destruction Due to Risk Covered by Insurance. If, during the term, the Premises are totally or partially destroyed from a risk covered by the insurance described in Section 20 (Insurance), rendering the Premises totally or partially inaccessible or unusable, Lessee shall restore the Premises to substantially the same condition as it was in immediately before destruction, whether or not the insurance proceeds are sufficient to cover the actual cost of restoration. Such destruction shall not terminate this Lease. If the laws existing at that time do not permit the restoration, either party can terminate this Lease immediately by giving notice to the other party.

If the cost of the restoration exceeds the amount of proceeds received from the insurance required under Section 20 (Insurance), City can elect to terminate this Lease by giving notice to Lessee within thirty (30) days after determining that the restoration cost will exceed the insurance proceeds. In the case of destruction to the Premises only, if City elects to terminate this Lease, Lessee, within thirty (30) days after receiving City’s notice to terminate, can elect to pay to City, at the time Lessee notifies City of its election, the difference between the amount of insurance proceeds and the cost of restoration, in which case City shall restore the Premises. City shall give Lessee satisfactory evidence that all sums contributed by Lessee as provided in this paragraph have been expended by City in paying the cost of restoration.

If City elects to terminate this Lease, and Lessee does not elect to contribute toward the cost of restoration as provided in this section, this Lease shall terminate.

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11 13.3.2 Destruction Due to Risk Not Covered by Insurance. If, during the term, the Premises are totally or partially destroyed from a risk not covered by the insurance described in Section 20 (Insurance), rendering the Premises totally or partially inaccessible or unusable, Lessee shall restore the Premises to substantially the same condition as it was in immediately before destruction, whether or not the insurance proceeds are sufficient to cover the actual cost of restoration. Such destruction shall not terminate this Lease. If the laws existing at that time do not permit the restoration, either party can terminate this Lease immediately by giving notice to the other party.

If the cost of restoration exceeds ten percent (10%) of the then replacement value of the Premises totally or partially destroyed, Lessee can elect to terminate this Lease by giving notice to City within sixty (60) days after determining the restoration cost and replacement value.

In the case of destruction to the Premises only, if City elects to terminate this Lease, Lessee, within thirty (30) days after receiving City's notice to terminate, can elect to pay to City at the time Lessee notifies City of its election, the difference between ten percent (10%) of the then replacement value of the Premises and the actual cost of restoration, in which case City shall restore the Premises. City shall give Lessee satisfactory evidence that all sums contributed by Lessee as provided in this paragraph have been expended by City in paying the cost of restoration.

If City elects to terminate this Lease and Lessee cannot or does not elect to contribute toward the cost of restoration as provided in this section, this Lease shall terminate.

13.3.3 Extent of City’s Obligation to Restore. If City is required or elects to restore the Premises as provided in this section, City shall not be required to restore alterations made by Lessee, Lessee's improvements, Lessee's trade fixtures, and Lessee's personal property, such excluded items being the sole responsibility of Lessee to restore. City shall have no obligation to restore, replace or compensate Lessee for any loss of Lessee’s improvements, trade fixtures or personal property in the event of partial damage to Premises due to floor or ceiling water leaks, electrical damage, fire damage or smoke damage.

14. SIGNS.

Lessee shall not place, construct, maintain, or allow any signs upon the Premises without prior written consent of City, which consent shall not be unreasonably withheld. All signs must comply with the City’s Sign Ordinance unless exempt therefrom.

15. ASSIGNMENT AND SUBLETTING.

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12 appurtenant thereto, nor allow or permit any other person(s) to occupy or use the Property, or any portion thereof, without the prior written consent of City. This Lease shall be binding upon any permitted assignee or successor of Lessee. Consent by City to one assignment, subletting, occupation or use by another person shall not be deemed to be consent to any subsequent assignment, subletting, occupation or use by another person. No assignment, subletting, or encumbrance by Lessee shall release it from or in any way alter any of Lessee's obligations under this Lease. Lessee may have the Property delivered to a subsidiary company of Lessee, but such arrangement shall in no way alter Lessee's responsibilities hereunder with respect to the Property. Any assignment, subletting, encumbrances, occupation, or use contrary to the provisions of this Lease shall be void and shall constitute breach of this Lease. City may assign any of its rights hereunder without notice to Lessee.

15.2 No Release of Lessee. No subletting or assignment as approved by City shall release Lessee of Lessee's obligation or alter the primary liability of Lessee to pay the rent and to perform all other obligations by Lessee hereunder. The acceptance of rent by City from any other person shall not be deemed to be a waiver by City of any provision hereof. In the event of default by any assignee of Lessee or any successor of Lessee in the performance of any of the terms hereof, City may proceed directly against Lessee without the necessity of exhausting remedies against said assignee.

16. DEFAULTS; REMEDIES.

16.1 Defaults. The occurrence of any one or more of the following events shall constitute a material default, or breach of this Lease, by Lessee:

16.1.1 Abandonment of the Premises by Lessee as defined by California Civil Code section 1951.3;

16.1.2 Failure by Lessee to make any payment of rent or any other payment required to be made by Lessee hereunder, as provided in this Lease, where such failure shall continue for a period of ten (10) business days after written notice thereof from City to Lessee. In the event City serves Lessee with a Notice to Pay Rent or Quit pursuant to applicable Unlawful Detainer statutes, such Notice to Pay Rent or Quit shall also constitute the notice required by this subparagraph;

16.1.3 Failure by Lessee to observe or perform any of the covenants, conditions or provisions of this Lease in any material respect where such failure shall continue for a period of thirty (30) days after written notice thereof from City to Lessee; provided, however, that if the nature of Lessee’s default is such that more than thirty (30) days are reasonably required for its cure, then Lessee shall not be deemed to be in default if Lessee commenced such cure within said thirty (30) day period and thereafter diligently prosecutes such cure to completion;

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13 within sixty (60) days); the appointment of a bankruptcy trustee or receiver to take possession of all or substantially all of Lessee’s assets located at or on the Premises or of Lessee’s interest in this Lease where possession is not restored to Lessee within thirty (30) days; or the attachment, execution or other judicial seizure of all or substantially all of Lessee’s assets located at or on the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within thirty (30) days.

16.2 Remedies. In the event of any material default or breach by Lessee, City may at any time thereafter, following any notice required by statute, and without limiting City in the exercise of any right or remedy which City may have by reason of such default or breach:

16.2.1 Terminate Lessee’s right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession of the Premises to City. In such event, City shall be entitled to recover from Lessee all damages incurred by City by reason of Lessee’s default including but not limited to: the cost of recovering possession of the Premises and Improvements; expenses of reletting, including necessary renovation and alteration of the Premises and Improvements; reasonable attorneys’ fees; the worth at the time of the award of the unpaid rent that had been earned at the time of termination of this Lease and the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of such award exceeds the amount of such rental loss for the same period that Lessee proves could be reasonably avoided.

16.2.2 Maintain Lessee’s right to possession, in which case this Lease shall continue in effect whether or not Lessee shall have abandoned the Premises. In such event, City shall be entitled to enforce all of City’s rights and remedies under this Lease, including the right to recover rent and other payments as they become due hereunder.

16.2.3 Pursue any other remedy now or hereafter available to City under the laws or judicial decisions of the State of California. City shall have all remedies provided by law and equity.

16.3 No Relief from Forfeiture After Default. Lessee waives all rights of redemption or relief from forfeiture under California Code of Civil Procedure sections 1174 and 1179, and any other present or future law, in the event Lessee is evicted or City otherwise lawfully takes possession of the Premises by reason of any default or breach of this Lease by Lessee.

16.4 Disposition of Abandoned Personal Property. If the Lessee fails to remove any personal property belonging to Lessee from the Premises after forty-five (45) days of the expiration or termination of this Lease, such property shall at the option of City be deemed to have been transferred to City. City shall have the right to remove and to dispose of such property without liability to Lessee or to any person claiming under Lessee, and the City shall have no need to account for such property.

17. INTEREST ON PAST-DUE OBLIGATIONS.

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14 Except as expressly provided herein, any amount due City when not paid when due shall bear interest at the lesser of ten percent (10%) per year or the maximum rate then allowable by law from the date due.

18. HOLDING OVER.

If Lessee remains in possession of the Premises or any part thereof after the expiration of the term or option term hereof, such occupancy shall be a tenancy from month to month with all the obligations of this Lease applicable to Lessee and at City's prevailing monthly rate of rent for the Premises at the time of expiration. The rent under a month-to-month tenancy is subject to increase on thirty (30) days prior written notice from City. Nothing contained in this Lease shall give to Lessee the right to occupy the Premises after the expiration of the term, or upon an earlier termination for breach.

19. CITY’S ACCESS.

19.1 Access for Inspection. City and City’s agents shall have the right to enter the Premises at reasonable times, upon not less than twenty-four (24) hours prior notice to Lessee, for the purpose of inspecting same, showing same to prospective purchasers, lenders or Lessees, and making such alterations, repairs, improvements, or additions to the Premises as City may deem necessary. City may at any time place on or about the Premises any ordinary “For Sale” signs and City may at any time during the last one hundred twenty (120) days of the term hereof place on or about the Premises any ordinary “For Lease” signs, all without rebate of rent or liability to Lessee.

19.2 Security Measures. City shall have the right to require a reasonable security system, device, operation, or plan be installed and implemented to protect the Premises or the Improvements. Should City, in its sole discretion, require Lessee to install such a security system, Lessee agrees to bear the sole cost and expense of any security system, device, operation or plan and the installation and implementation thereof. Lessee shall obtain City’s prior approval before installing, implementing or changing any City approved security system, device, operation or plan.

19.3 New Locks. Lessee may install new locks on all exterior doors. Lessee shall advise City of such action and shall provide City with keys to said locks. Lessee shall also deliver to City the old locks with keys. Upon termination, Lessee shall leave new locks that shall become the property of City.

20. INSURANCE.

Lessee's responsibility for the Premises begins immediately upon delivery and Lessee, at its sole cost and expense, and at no cost to City, shall purchase and maintain in full force and effect during the entire term of this Lease insurance coverage in amounts and in a form acceptable to City as set forth in Exhibit B attached hereto and incorporated herein by reference. Said policies shall be maintained with respect to Lessee’s employees, if any, and all vehicles operated on the Premises. The policies shall include the required endorsements, certificates of insurance and Item 16
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15 coverage verifications as described in Exhibit B. Lessee also agrees to secure renter's liability insurance.

Lessee shall deposit with the City Manager, on or before the effective date of this Lease, certificates of insurance necessary to satisfy City that the insurance provisions of this Lease have been complied with, and to keep such insurance in effect and the certificates therefore on deposit with City during the entire term of this Lease. Should Lessee not provide evidence of such required coverage at least three (3) days prior to the expiration of any existing insurance coverage, City may purchase such insurance, on behalf of and at the expense of Lessee to provide six months of coverage.

City shall retain the right at any time to review the coverage, form, and amount of the insurance required hereby. If, in the opinion of the City’s Risk Manager (or comparable official), the insurance provisions in this Lease do not provide adequate protection for City and for members of the public using the Premises, the City Manager may require Lessee to obtain insurance sufficient in coverage, form, and amount to provide adequate protection as determined by the Risk Manager. City's requirements shall be reasonable and shall be designed to assure protection from and against the kind and extent of risk that exists at the time a change in insurance is required.

The City Manager shall notify Lessee in writing of changes in the insurance requirements. If Lessee does not deposit copies of acceptable insurance policies with City incorporating such changes within sixty (60) days of receipt of such notice, or in the event Lessee fails to maintain in effect any required insurance coverage, Lessee shall be in default under this Lease without further notice to Lessee. Such failure shall constitute a material breach and shall be grounds for immediate termination of this Lease at the option of City.

The procuring of such required policy or policies of insurance shall not be construed to limit Lessee’s liability hereunder nor to fulfill the indemnification provision and requirements of this Lease. Notwithstanding the policy or policies of insurance, Lessee shall be obligated for the full and total amount of any damage, injury, or loss caused by or connected with this Lease or with use or occupancy of the Premises.

21. RESERVATION OF AVIGATIONAL EASEMENT.

City hereby reserves for the use and benefits of the public, a right of avigation over the Premises for the passage of aircraft landing at, taking off, or operating from the adjacent airport operated by the County of Santa Clara. Lessee releases the City from all liability for noise, vibration, and any other related nuisance.

22. EMINENT DOMAIN.

22.1 If all or any part of the Premises (or the building in which the Premises are located) is condemned by a public entity in the lawful exercise of its power of eminent domain, this Lease shall cease as to the part condemned. The date of such termination shall be the effective date of possession of the whole or part of the Premises by the condemning public entity.

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16 22.2 If only a part is condemned and the condemnation of that part does not substantially impair the capacity of the remainder to be used for the purposes required by this Lease, Lessee shall continue to be bound by the terms, covenants, and conditions of this Lease.

However, the then monthly rent shall be reduced in proportion to the diminution in value of the Premises. If the condemnation of a part of the Premises substantially impairs the capacity of the remainder to be used for the purposes required by this Lease, Lessee may:

A. Terminate this Lease and thereby be absolved of obligations under this Lease which have not accrued as of the date of possession by the condemning public entity; or
B. Continue to occupy the remaining Premises and thereby continue to be bound by the terms, covenants and conditions of this Lease. If Lessee elects to continue in possession of the remainder of the Premises, the monthly rent shall be reduced in proportion to the diminution in value of the Premises.

C. Lessee shall provide City with written notice advising City of Lessee’s choice within thirty (30) days of possession of the part condemned by the condemning public entity.

22.3 City shall be entitled to and shall receive all compensation related to the condemnation, except that Lessee shall be entitled to: (a) that portion of the compensation which represents the value for the remainder of the Lease term of any Lessee-constructed improvements taken by the condemning public entity, which amount shall not exceed the actual cost of such improvements reduced in proportion to the relationship of the remaining Lease term to the original Lease term, using a straight line approach; and (b) any amount specifically designated as a moving allowance or as compensation for Lessee’s personal property. Lessee shall have no claim against City for the value of any unexpired term of this Lease.

23. POST-ACQUISITION TENANCY.

Lessee hereby acknowledges that Lessee was not an occupant of the Premises at the time the Premises were acquired by City. Lessee further understands and agrees that as a post-acquisition Lessee, Lessee is not eligible and furthermore waives all claims for relocation assistance and benefits under federal, state or local law.

24. DISPUTE RESOLUTION.

24.1 Unless otherwise mutually agreed to, any controversies between Lessee and City regarding the construction or application of this Lease, and claims arising out of this Lease or its breach shall be submitted to mediation within thirty (30) days of the written request of one Party after the service of that request on the other Party.

24.2 The Parties may agree on one mediator. If they cannot agree on one mediator, the Party demanding mediation shall request the Superior Court of Santa Clara County to Item 16
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17 appoint a mediator. The mediation meeting shall not exceed one day (eight (8) hours).

The Parties may agree to extend the time allowed for mediation under this Lease.

24.3 The costs of mediation shall be borne by the Parties equally.

24.4 Mediation under this section is a condition precedent to filing an action in any court. In the event of litigation arising out of any dispute related to this Lease, the Parties shall each pay their respective attorney's fees, expert witness costs and cost of suit, regardless of the outcome of the litigation.

25. NON-LIABILITY OF OFFICIALS AND EMPLOYEES OF THE CITY.

No official or employee of City shall be personally liable for any default or liability under this agreement.

26. NON-DISCRIMINATION.

26.1 Non-discrimination in Lease Activities. Lessee agrees that in the performance of this Lease and in connection with all of the activities Lessee conducts on the Premises, it shall not discriminate against any employee or person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. Lessee acknowledges that is familiar with the provisions set forth in Section 2.30.510 of the Palo Alto Municipal Code relating to nondiscrimination in employment and Section 9.73 of the Palo Alto Municipal Code relating to City policy against arbitrary discrimination.

26.2 Human Rights Policy. In connection with all activities that are conducted upon the Premises, Lessee agrees to accept and enforce the statements of policy set forth in Section 9.73.010 which provides: “It is the policy of the City of Palo Alto to affirm, support and protect the human rights of every person within its jurisdiction. These rights include, but are not limited to, equal economic, political, and educational opportunity; equal accommodations in all business establishments in the city; and equal service and protection by all public agencies of the city.”

27. INDEPENDENT CONTRACTOR.

It is agreed that Lessee shall act and be an independent contractor and not an agent nor employee of City.

28. CONFLICT OF INTEREST.

Lessee shall at all times avoid conflict of interest or appearance of conflict of interest in performance of this agreement. Lessee warrants and covenants that no official or employee of City nor any business entity in which any official or employee of City is interested: (1) has been employed or retained to solicit or aid in the procuring of this agreement; or (2) will be employed in the performance of this agreement without the divulgence of such fact to City. In the event that City determines that the employment of any such official, employee or business entity is not compatible with such official's or employee's duties as an official or employee of City, Lessee Item 16
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18 upon request of City shall immediately terminate such employment. Violation of this provision constitutes a serious breach of this Lease and City may terminate this Lease as a result of such violation.

29. MEMORANDUM OF LEASE.

Neither this Lease, nor any memorandum, affidavit, or other writing with respect thereto, shall be recorded by Lessee or by anyone acting through, under, or on behalf of Lessee. City shall have the right to record a memorandum of this Lease, and Lessee shall execute, acknowledge, and deliver to City for recording any memorandum prepared by City.

30. ESTOPPEL CERTIFICATE.

Lessee shall, from time to time, upon at least thirty (30) days prior written notice from City, execute, acknowledge and deliver to City a statement in writing: (i) certifying this Lease is unmodified and in full force and effect, or, if modified, stating the nature of the modification and certifying that the Lease, as modified, is in full force and effect, and the date to which the rental and other charges, if any, have been paid; and, (ii) acknowledging that there are not to Lessee’s knowledge, any defaults, or stating if any defaults are claimed, any statement may be relied upon by any prospective purchaser or encumbrancer of the Premises.

31. LIENS.

Lessee agrees at its sole cost and expense to keep the Sites free and clear of any and all claims, levies, liens, encumbrances or attachments.

32. VACATING.

Upon termination of the tenancy, Lessee shall completely vacate the Sites, including the removal of any and all of its property. Before departure, Lessee shall return keys and personal property listed on the inventory to City in good, clean and sanitary condition, reasonable wear and tear excepted. Lessee shall allow City to inspect the Premises to verify the condition of the Premises and its contents.

33. ABANDONMENT.

Lessee's absence from the Premises for three (3) consecutive days, without prior notice, during which time rent or other charges are delinquent, shall be deemed abandonment of the Premises.

Such abandonment will be deemed cause for immediate termination without notice. City shall thereupon be authorized to enter and take possession and to remove and dispose of the property of Lessee or its guests without any liability whatsoever to City.

34. NOTICES.

All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:

City of Palo Alto
Real Estate Manager
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19 250 Hamilton Avenue
Palo Alto, CA 94301
And
Office of Human Services
Cubberley Community Center
4000 Middlefield Road #T2
Palo Alto, CA 94303
And to Lessee addressed as follows:

Palo Alto Community Child Care
3990 Ventura Court
Palo Alto, CA 94306
Attn: Lee Pfab
Telephone: (650) 493-2361
Email: [email protected]
Notices may be served upon Lessee in person, by first class mail, or by certified mail whether or not said mailing is accepted by Lessee.

35. TIME.

Time shall be of the essence in this Lease.

36. AMENDMENTS.

It is mutually agreed that no oral Leases have been entered into and that no alteration or variation of the terms of this Lease shall be valid unless made in writing and signed by the Parties to this Lease.

37. SIGNING AUTHORITY.

If this Lease is not signed by all Lessees named herein, the person actually signing warrants that he/she has the authority to sign for the others.

38. CAPTIONS.

The captions of the various sections, paragraphs and subparagraphs of this Lease are for convenience only and shall not be considered or referred to in resolving questions of interpretation.

39. SURRENDER OF LEASE NOT MERGER.

The voluntary or other surrender of this Lease by Lessee, or a mutual cancellation thereof, shall not work a merger, and shall, at the option of City, terminate all or any existing subleases or subtenancies, or may, at the option of City, operate as an assignment of any and all such subleases or subtenancies.

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20 40. INTEGRATED DOCUMENT.

This Lease, including any exhibits attached hereto, embodies the entire agreement between City and Lessee. No other understanding, agreements, conversations or otherwise, with any officer, agent or employee of City prior to execution of this Lease shall affect or modify any of the terms or obligations contained in any documents comprising this Lease. Any such verbal agreement shall be considered as unofficial information and in no way binding upon City. All agreements with City are subject to approval of the City Council before City shall be bound thereby.

41. WAIVER.

Waiver by City of one or more conditions of performance or any breach of a condition under this Lease shall not be construed as a waiver of any other condition of performance or subsequent breaches. The subsequent acceptance by a Party of the performance of any obligation or duty by another Party shall not be deemed to be a waiver of any term or condition of this Lease. The exercise of any remedy, right, option or privilege hereunder by City shall not preclude City from exercising the same or any and all other remedies, rights, options and privileges hereunder and City's failure to exercise any remedy, right, option or privilege at law or equity, or otherwise which City may have, shall not be construed as a waiver.

42. INTERPRETATIONS.

In construing or interpreting this Lease, the word "or" shall not be construed as exclusive and the word "including" shall not be limiting. The Parties agree that this Lease shall be fairly interpreted in accordance with its terms without any strict construction in favor of or against any other Party.

43. SEVERABILITY CLAUSE.

If any provision of this Lease is held to be illegal, invalid or unenforceable in full or in part, for any reason, then such provision shall be modified to the minimum extent necessary to make the provision legal, valid and enforceable, and the other provisions of this Lease shall not be affected thereby.

44. GOVERNING LAW.

This Lease shall be governed and construed in accordance with the statutes and laws of the State of California.

45. VENUE.

In the event that suit shall be brought by any Party to this Lease, the Parties agree that venue shall be exclusively vested in the state courts of the County of Santa Clara.

46. COMPLIANCE WITH LAWS.

The Parties hereto shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local governments in the performance of their rights, duties and obligations under this Lease.

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21 47. BROKERS.

Each Party represents that is has not had dealings with any real estate broker, finder, or other person, with respect to this Lease in any manner. Each Party shall hold harmless the other Party from all damages resulting from any claims that may be asserted against the other Party by any broker, finder, or other person with whom the indemnifying Party has or purportedly has dealt.

48. PREVAILING WAGE.

As required by law, all contractors and subcontractors performing work on the Premises are required by pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and section 160000 et seq. and Labor Code Section 1773.1. Before entering into a construction contract to perform work on the Premises and at all times while performing work on the Premises, all contractors and subcontractors must be registered with the California Department of Industrial Relations to perform public work under Labor Code Section 1725.5.

Pursuant to Labor Code Section 1773, the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to perform the work for this Premises may be obtained at the Purchasing Office of the City of Palo Alto. All contractors and subcontractors for the Project must comply with the provisions of Labor Code Sections 1775, 1776, 1777.5, 1810, and 1813.

49. ATTACHMENTS TO LEASE.

The following exhibits are attached to and made a part of this Agreement:
“A” – Premises
“B” – Standard Insurance Requirements
“C” – Workplan Document FY2022
[Signature on page that follows]
IN WITNESS WHEREOF, the parties have executed this Lease the day and year first above written.

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22 CITY: TENANT:

CITY OF PALO ALTO (LESSOR) PALO ALTO COMMUNITY CHILD
CARE, a California non-profit corporation
By: ____________________ By:___________________________ City Manager or Designee Its: ___________________________ APPROVED AS TO FORM:

By: _______________________
City Attorney or Designee
RECOMMENDED FOR APPROVAL:

By: _______________________
Community Services Department

EXHIBIT A

PREMISES
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23 Item 16
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24 EXHIBIT B

STANDARD INSURANCE REQUIREMENTS
Insurance Requirements for Lessee:

Lessee shall purchase and maintain the insurance policies set forth below on all of its operations under this Lease at its sole cost and expense. Such policies shall be maintained for the full term of this Lease and the related warranty period (if applicable). For purposes of the insurance policies required under this Lease, the term "City" shall include the duly elected or appointed council members, commissioners, officers, agents, employees and volunteers of the City of Palo Alto, California, individually or collectively.

Coverages (RL 28.1A) S
Minimum Scope of Insurance
Coverage shall be at least as broad as:
1) Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).
2) Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance (for Lessees with employees).
3) Property insurance against all risks of loss to any tenant improvements or betterments The policy or policies of insurance maintained by Lessee shall provide the following limits and coverages:

POLICY MINIMUM LIMITS OF LIABILITY
(1) Commercial General Liability $2,000,000 per each occurrence for bodily injury, personal injury and property damage
(2) Abuse and Molestation Liability $1,000,000 per person, per occurrence (3) Workers’ Compensation/ Employers
Liability
Statutory
$1,000,000 per accident for bodily injury or
disease
(4) Lessee’s Property Insurance
Lessee shall procure and maintain property insurance coverage for:
a) all office furniture, trade fixture, office equipment, merchandise, and all other items of Lessee’s property in, on, at, or about the premises and the building, include property installed by, for, or at the expense of Lessee; b) all other improvements, betterments, alterations, and additions to the premises.

Lessee’s property insurance must fulfill the following requirements:
a) it must be written on the broadest available “all risk” policy form or an equivalent form acceptable City of Palo Alto, including earthquake sprinkler leakage.

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25 b) for no less than ninety percent (90%) of the full replacement cost (new without deduction for depreciation) of the covered items and property; and c) the amounts of coverage must meet any coinsurance requirements of the policy or policies.
(RL 28.2)
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Lessee shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

Insurance shall be in full force and effect commencing on the first day of the term of this Lease.

Each insurance policy required by this Lease shall:

1. Be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City.

2. Include a waiver of all rights of subrogation against the City and the members of the City Council and elective or appointive officers or employees, and each party shall indemnify the other against any loss or expense including reasonable attorney fees, resulting from the failure to obtain such waiver.

3. Name the City of Palo Alto as a loss payee on the property policy.

4. Provide that the City, its officers, officials, employees, agents and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the Lessee; products and completed operations of the Lessee; premises owned, occupied or used by the Lessee; or automobiles owned, Leased, hired or borrowed by the Lessee. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees, agents or volunteers.

5. Provide that for any claims related to this Lease, the Lessee's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents or volunteers shall be excess of the Lessee's insurance and shall not contribute with it.

6. Provide that any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees, agents or volunteers.

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26 7. Provide that Lessee's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

8. Lessee agrees to promptly pay to City as Additional Rent, upon demand, the amount of any increase in the rate of insurance on the Premises or on any other part of Building that results by reason of Lessee’s act(s) or Lessee’s permitting certain activities to take place.

Acceptability of Insurers
All insurance policies shall be issued by California-admitted carriers having current A.M. Best's ratings of no lower than A-:VII.

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27 EXHIBIT C
WORKPLAN DOCUMENT FY2024

BACKGROUND
In 1971 a Child Care Task Force, appointed by the Palo Alto City Council, recommended that the City take an active and supportive role in the provision of childcare and related services, and that a non-profit corporation be established to implement and coordinate the Task Force's recommendations.

Palo Alto Community Child Care (PACCC) was created and incorporated as a 501(c)(3) organization in March 1974 to carry out the various components of the Task Force Plan.

Since PACCC’s inception, the City of Palo Alto has supported the operations of PACCC. In the early years this was through general support of its administration and currently through the support of subsidies for low-income families and program administration and childcare facility rent subsidies.

PACCC is one of four ongoing agency members (serving without term limits) of the Palo Alto Advisory Committee on Early Care & Education (PAACECE), the City’s Childcare Advisory Board, which serves to advocate for high quality, accessible early childhood educational environments on behalf of families and children in Palo Alto and works to create and implement an annual workplan. (Supports Program C1.15.2 Utilize the Early Care and Education Committee to develop and update the Child Care Master Plan, and to connect providers and professionals working with families with young children, explore challenges and opportunities to programs and services for young children, and support early education programs in the community in their efforts to enhance quality.)
The depth of services provided by PACCC to the City and the community is listed below. See “workplan” below for specific service details, goals and measurable outcomes for these service areas.

Child Care Services
PACCC provides childcare for families living and working in Palo Alto in 18 centers. Ages served are infants, toddlers and preschoolers as well as after-school, kindergarten through 5th grade. PACCC serves nearly 850 children each year. (Supports Policy C-1.15 Continue strong support for and coordinate delivery of childcare services, addressing the needs of infants, toddlers and pre-kindergarten, as well as school-aged children. Program C1.15.1 Support and promote the provision of comprehensive childcare services in Palo Alto by public and private providers, including employers)
Currently, PACCC’s infant-toddler care is provided at 3 sites within the City traditionally serving approximately 65 children. Very few private programs are able to financially offer infant Item 16
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28 care as the cost of doing so is prohibitive. With high staffing costs, rent and utility costs, coupled with required ratios of staff to children, infant care fees do not cover costs of operating a quality program. PACCC is able to provide these services due in large part to the support of all age group fees and the consolidation of administrative services for so many programs.

PACCC offers preschool programs at four of our centers and traditionally serves over 100 families. These centers have waitlists, as preschools generally do not provide enough fees to cover staffing ratios required. (Supports Program C1.12.1 In cooperation with public and private businesses, nonprofit organizations and PAUSD, develop a service program that will coordinate the efforts of agencies providing services to families and youth in Palo Alto.) PACCC is the largest provider of after-school programming in the City. Operating at 11 of the 12 elementary school sites, PACCC offers flexible schedules to families. In addition, PACCC cares for these children on weekdays when school is not in session, providing fun activities and exciting field trips. The City leases classroom space for PACCC and provides administrative oversight for the school age childcare programs located at each of PAUSD’s elementary schools.

Each summer PACCC operates full-time camp-style programs for school-age children at 4 or more sites traditionally serving up to 160 children per week. In addition, PACCC cares for children on-site after PAUSD summer school programs. PACCC families benefit from having this on-site care throughout the summer so parents can continue to work while their children are out of school. Additionally, the families have a seamless transition from school year care to summer care with the continuity of the provider.

Contracts between the City and PACCC
PACCC manages the City of Palo Alto’s childcare subsidies through a contract to support low- income families with necessary childcare services.

PACCC is under contract with the City to provide quality after-school childcare services at 11 of the 12 elementary school sites traditionally serving approximately 600 children.

COMMUNITY BENEFITS
Quality Assessment
All PACCC Programs will utilize a rigorous process of quality assessment and improvement planning that combines the use of Desired Results, Environmental Rating Scale (ERS) observations and parent surveys. PACCC infant, toddler and preschool programs will implement the Quality Rating and Improvement System (QRIS) in collaboration with FIRST 5 Santa Clara County. Supports Program C1.15.3 Collaborate with Palo Alto Community Child Care (PACCC) to identify, develop and promote high quality early learning environments to serve all families in our community).

Funding for low-income families
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29 PACCC leverages City of Palo Alto contract funds with other funding sources, such as the State of California and its own fundraising, to offer subsidized childcare to the community’s low- income families.

Provider Connection: Professional Development Opportunities for Early Childhood Education and Care Providers and Educators
As part of our mission and values, we support the professional growth of providers and educators in our local community. PACCC has launched an online Provider Connection platform for Early Childhood Education and Care Providers and Educators in all areas of quality programming through leadership management, Quality Matters, developmental assets, PAUSD Promise, P-3 Alignment, Desired Results (DRDP), Environmental Rating Scales (ERS), educational policies, and taking initiative to go beyond licensing standards.

PACCC offers scheduled workshops, professional development resources, local partner resources and reflective discussion groups throughout the year. All resources incorporate researched-based education and systematic tools for program curriculum, events and activities intended to advance and maximize enriching experiences for children and families. We also offer wellness resources to encourage self-care and well-being for professionals who care for children.
https://paccc.org/teacher_resources
https://paccc.org/teacher_resources/workshops
Provider Connection also provides providers meeting room space at the Ventura Community Center.

Volunteer Opportunities
PACCC offers community members many opportunities to volunteer in the childcare centers and the administrative offices. Volunteers range from local high school students, college students, disabled persons and seniors living in the community. Youth are able to meet their community service graduation requirement through their volunteer hours at PACCC programs.

WORK PLAN GOALS
Quality Assessment
All PACCC Programs will share all Quality Rating and Improvement System (QRIS) results with the City annually.

The Provider Connection
PACCC will is to re-open Provider Connect as online platform:
•Create an educator online community space for supporting educators, maintaining required trainings and career advancement education each quarter.

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30 •Continuing to offer a minimum of six CPR classes to local providers. Health and Safety training is offered at least once.
•Provide communication to providers about upcoming resources and support services (ongoing)
Volunteer Opportunities
PACCC will report the number of volunteer hours in PACCC programs annually to the City. With restrictions it is difficult to determine the number of volunteer hours. PACCC is working with PAUSD Early Education Teachers to develop a student volunteer plan to give high school students the opportunity to put classroom education into practice.

Ventura Community Garden
PACCC will host two garden work days and update the waitlist monthly.

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1 LEASE AGREEMENT

BETWEEN

CITY OF PALO ALTO
AND
PALO ALTO COMMUNITY CHILD CARE – VENTURA
This lease agreement (herein "lease") is made and entered into on _________________, by and between the City of Palo Alto, a California chartered municipal corporation (herein "City") and Palo Alto Community Child Care, a California non-profit corporation (herein "Lessee"). City and Lessee may be referred to individually as a “Party” or collectively as the “Parties” or the “Parties to this Lease." The City Manager serves as Contract Administrator for this lease on behalf of the City Council.

RECITALS
A. These recitals are a substantive portion of this lease.

B. On January 9, 1981, City purchased the Ventura School site to provide a park, a child care center, and a community center for meetings.

C. On February 10, 1981, City entered into a Lease with Lessee for the Ventura School site.

D. On July 22, 1986, City entered into a five-year lease with Lessee for the continued use of the Ventura School site.

E. On June 19, 2000, City entered into a ten-year lease for the purpose of continued use of the Ventura School site.

F. On July 28, 2011, City entered into a two-year lease with Lessee for the continued use of the Ventura School site.

G. On August 10, 2013, City entered into a three-year lease with Lessee for the continued use of the Ventura School site.

H. On July 1, 2016, City entered into a three-year lease with Lessee for the continued use of the Ventura School site; the lease terminated June 30, 2019, and Lessee has continued use of the Ventura School site since that time, under the terms and conditions of the lease, on a hold- over basis.

I. City and Lessee now desire to enter into a lease for the purpose of continuing to provide full- service community child care centers and administrative offices at the Ventura School site.

Now, therefore, in consideration of these recitals and the following covenants, terms, and conditions, Lessee and City mutually agree as follows:

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2 LEASE PROVISIONS

1. PREMISES.

City hereby leases to Lessee, certain real property located at 3990 Ventura Court in the City of Palo Alto, County of Santa Clara, State of California, commonly referred to as the Ventura School site (herein the "Property"), and more particularly described in Exhibit A attached hereto and incorporated herein by reference. The Property consists of approximately Twenty-One Thousand (21,000) square feet of the former Ventura Elementary School Building set forth in Exhibit A attached hereto and incorporated herein by reference. Unless specifically provided, Lessee accepts the Property “as-is” on the date of execution of this Lease.

2. TERM.

The Parties expect reasonable wear and tear.

2.2 Early Termination by City. If City in its sole discretion determines that it requires the Premises for any public purpose, City may terminate this Lease upon sixty (60) days written notice.

3. RENT.

3.1 Base Rent. The rent to be paid by Lessee shall be in the amount of Four Hundred Sixty One Thousand Eight Hundred Sixty dollars ($540,559.20), payable in monthly installments of Thirty Eight Thousand Four Hundred Ninety One dollars Thirty Three cents ($45,046.60). City shall waive the Base Rent in accordance with Section 4 below. Rent shall be payable on the first day of each and every month commencing on the Delivery Date, at a place (or places) as may be designated in writing from time to time by City.

3.2 Annual Increase. During the Term of this Lease, the Base Rent shall be increased 3% effective on each July 1st. The sum shall be adjusted annually resulting in a compound rate of increase.

3.3 Late Charge. Lessee acknowledges late payment of rent will cause City to incur costs not contemplated by this Lease, the exact amount of such costs being extremely difficult and impracticable to fix. Such costs include, without limitation, processing, accounting and late charges that may be imposed on City. Therefore, if City does not receive any installment of rent due from Lessee postmarked within ten (10) days after the date such rent is due, Lessee shall pay to City an additional sum of five percent (5%) of the overdue rent as a late charge. The parties agree this late charge represents a fair and reasonable estimate of the costs City will incur by reason of late payment by Lessee. Acceptance of any late charge shall not constitute a waiver of Lessee’s default with respect to the overdue amount, nor prevent City from exercising any of the other rights and remedies available to City.

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3 3.4 Rent Payment Procedures. Lessee’s obligation to pay rent shall commence upon the commencement of this Lease. Rent payment for any fractional calendar month shall be prorated.

4. WAIVER OF RENT.

City shall waive the Base Rent as long as Lessee faithfully meets all conditions and provides all activities, public services and benefits as required by Exhibit “C”, Guidelines for Site Usage, attached hereto and incorporated herein by reference, and the Annual Work Plan as set forth in Exhibit D below. In the event that Lessee fails to adhere to the Guidelines as set forth in Exhibit C, or to meet all provisions of the Annual Work Plan, the rent waiver shall cease, and Lessee shall begin monthly rent payments in accordance with Sections 3.1, 3.2, 3.3, and 3.4 above.

Monthly rental payments shall begin within 30 days of Lessee’s receipt of City’s written notification that Lessee is in violation of Guidelines for Site Usage or the provisions of the Annual Work Plan.

5. USE OF PREMISES.

5.1 Required Uses. Throughout the term of this Lease, Lessee shall provide the following uses, services and activities ("Required Uses"):
5 .1.1. The maintenance and operation of administrative offices, a community center and full-service child care centers and other programs from the Premises as set forth in Section 1 of Exhibit "C" (Guidelines for Site Usage) attached to and made a part hereof; and in accordance with the Annual Work Plan (Exhibit “E”) described in Section

5.1.2 below.

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4 5.1.2. Within (sixty) 60 days after the date of execution of this Lease, and thereafter on or before July 1 of each year during the term of this Lease, Lessee shall submit to the City Manager, or designee, a proposed written Annual Work Plan for operation of the uses and services described in Section 5.1.1, including a description of Lessee's proposed activities on the Property. Lessee and the City Manager or designee, shall jointly review the work plan and jointly develop performance objectives and standards for Lessee's activities, including, but not limited to the child care, site usage and property management activities to be accomplished during the year.

Commencing on January, 2023 and on or before July of each subsequent year of this Lease, Lessee and the City Manager, or designee, shall conduct a performance review addressing the activities that have been carried out on the Property during the past year, and conformance to the agreed upon performance objectives and standards. The performance review shall serve as a basis for consideration of the continued Waiver of Rent in accordance with Section 4 above. Lessee's failure to substantially conform to the agreed upon performance objectives and standards shall be grounds for the City to discontinue the Waiver of Rent as set forth in Section 4 above.

5.2 Permitted Uses. In addition to the Required Uses, Lessee may also use the Premises for the following uses: Additional services and uses which are ancillary to and compatible with the required services and uses set forth above and not in conflict with the uses surrounding the Premises. Premises may not be used for any other purposes without City's prior written consent; which consent may be withheld in the sole and absolute discretion of the City.

5.3 Prohibited Uses. Lessee shall not use Premises for any purpose not expressly permitted hereunder. Lessee shall not create, cause, maintain or permit any nuisance or waste in, on, or about the Premises, or permit or allow the Premises to be used for any unlawful or immoral purpose. Lessee shall not do or permit to be done anything in any manner which unreasonably disturbs the users of the Sites. Specifically, and without limiting the above, Lessee agrees not to cause any unreasonable odor, noise, vibration, power emission, or other item to emanate from the Premises. No materials or articles of any nature shall be permanently stored outside upon any portion of the Premises, unless approved in writing by the City. Lessee will not use Sites in a manner that increases the risk of fire or cost of fire insurance. No unauthorized sign or placard shall be painted, inscribed or placed in or on said Sites; and no tree or shrub thereon shall be destroyed or removed or other waste committed of said Sites. No motorcycles, automobiles or other mechanical means of transportation shall be placed or stored anywhere on the Sites except for the parking lot. No repair, overhaul or modification of any motor vehicle shall take place on the Sites or the street in front of said Sites. Lessee, at his/her expense, shall keep the Premises in as good condition as it was at the beginning of the terms hereof, except damage occasioned by ordinary wear and tear, and except damage to the roof, sidewalks and underground plumbing, which is not the fault of Lessee.

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5 Lessee, and hereby disclaims any personal knowledge with respect thereto, it being expressly understood by the parties that Lessee has personally inspected the Premises, knows its condition, finds it fit for Lessee’s intended use, accepts it as is, and has ascertained that it can be used exclusively for the limited purposes specified in Section 5.1.

6. HAZARDOUS MATERIALS.

Health & Safety Code Sec. 28740 et seq., (q) Air Resources Law, Cal. Health & Safety Code Sec. 39000 et seq., (r) Hazardous Materials Release Response Plans and Inventory, Cal. Health & Safety Code Secs. 25500-25541, (s) TCPA, Cal. Health and Safety Code Secs. 25208 et seq., and (t) regulations promulgated pursuant to said laws or any replacement thereof, or as similar terms are defined in the federal, state and local laws, statutes, regulations, orders or rules.

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6 the generation or storage, use, treatment, disposal, or release of Hazardous Material in a manner or for a purpose prohibited or regulated by any governmental agency, authority, or Hazardous Materials Laws; (ii) Lessee has been required by any lender or governmental authority to take remedial action in connection with Hazardous Material contaminating the Premises, if the contamination resulted from Lessee’s action or use of the Premises; or (iii) Lessee is subject to an enforcement order issued by any governmental authority in connection with the release, use, disposal, or storage of a Hazardous Material on the Premises.

6.4 Hazardous Materials Indemnity. Lessee shall indemnify, defend (by counsel reasonably acceptable to City), protect, and hold City harmless from and against any and all claims, liabilities, penalties, forfeitures, losses, and/or expenses, including without limitation, diminution in value of the Premises, damages for the loss or restriction on use of the rentable or usable space or of any amenity of the Premises, damages arising from any adverse impact or marketing of the Premises and sums paid in settlement of claims, response costs, cleanup costs, site assessment costs, attorneys’ fees, consultant and expert fees, judgments, administrative rulings or orders, fines, costs of death of or injury to any person, or damage to any property whatsoever (including, without limitation, groundwater, sewer systems, and atmosphere), arising from, caused, or resulting, either prior to or during the Lease Term, in whole or in part, directly or indirectly, by the presence or discharge in, on, under, or about the Premises by Lessee, Lessee’s agents, employees, licensees, or invitees or at Lessee’s direction, of Hazardous Material, or by Lessee’s failure to comply with any Hazardous Materials Law, whether knowingly or by strict liability.

Lessee’s indemnification obligations shall include, without limitation, and whether foreseeable or unforeseeable, all costs of any required or necessary Hazardous Materials management plan, investigation, repairs, cleanup or detoxification or decontamination of the Premises, and the presence and implementation of any closure, remedial action or other required plans, and shall survive the expiration of or early termination of the Lease Term.

6.5 City’s Right to Perform Tests. At any time prior to the expiration of the Lease Term, City shall have the right to enter upon the Premises in order to conduct tests of water and soil.

7. UTILITIES AND OPERATING EXPENSES.

Lessee shall fully and promptly pay for all expenses associated with the operation of the Property (excluding water supplied to the open field areas), including but not limited to the furnishing of gas, water, sewer, electricity, telephone service, garbage pickup and disposal, landscaping installation and maintenance inside the fenced play areas, and other public utilities.

8. TAXES.

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7 assessments, which are levied or assessed against or with respect to: (i) value, occupancy, use or possession of the Premises and/or the improvements; (ii) any improvements, fixtures, equipment and other real or personal property of Lessee that are an integral part of the Premises; or, (iii) use of the Premises, improvements public utilities or energy within the Premises. The term “real property taxes” shall also mean all charges, levies or fees imposed by reason of environmental regulation or other governmental control of the premises and/or the improvements, new or altered excise, transaction, sales, privilege, assessment, or other taxes or charges now or hereafter imposed upon City as a result of this Lease, and all costs and fees (including attorneys’ fees) incurred by City in contesting any real property taxes and in negotiating with public authorities as to any real property taxes affecting the Premises. If any real property taxes are based upon property or rents unrelated to the Premises and/or the improvements, then only that part of such tax that is fairly allocable to the Premises and/or the improvements, as determined by City, on the basis of the assessor’s worksheets or other available information, shall be included within the meaning of the term “real property taxes.”

8.3 Revenue and Taxation Code. Lessee specifically acknowledges it is familiar with section 107.6 of the California Revenue and Taxation Code. Lessee realizes that a possessory interest subject to property taxes may be created, agrees to pay any such tax, and hereby waives any rights Lessee may have under said California Revenue and Taxation Code section 107.6.

9. MAINTENANCE.

9.1 City and Lessee Responsibilities. Lessee at Lessee's expense, shall perform all maintenance and repairs, including but not limited to exterior and interior painting; flooring, plumbing and electrical fixtures, light switches, light fixtures, bulb and ballast replacement; broken and vandalized or damaged window replacement; re-keying and key copies (making sure to provide copies of all keys to City); interior and exterior pest control; and service and maintenance of landscaping within the fenced play yard areas, including asphalt blacktop areas (except for the parking lot), necessary to keep the Premises and all improvements thereto in first-class order,' repair, and condition, and shall keep the Premises in a safe, clean, Item 16
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8 wholesome, and sanitary condition to the complete satisfaction of City, and in compliance with all applicable laws, throughout the term of this Lease. In addition, Lessee shall maintain, at Lessee's expense, all equipment, furnishings and trade fixtures upon the Premises required for the maintenance and operation of a first-class business of the type to be conducted pursuant to this Lease.

City shall be responsible for the maintenance and repair of the building electrical and plumbing system fixtures/switches, heating, ventilation, main boilers, zone circulation pumps, roof repair and replacement, exterior structural repairs, landscaping maintenance of the large public turf area at the rear of the property, and asphalt maintenance of the parking lot.

10. CONSTRUCTION BY LESSEE.

10.1 Construction Standards. All design and construction performed by or on behalf of Lessee shall conform to the approved plans, specifications, construction and architectural standards approved by the City Council if required by Palo Alto ordinances or procedures or otherwise by the City Manager. Once the work is begun, Lessee shall with reasonable diligence prosecute all construction to completion. All work shall be performed in a good and workmanlike manner, shall substantially comply with any plans and specifications approved by City and shall comply with all applicable governmental permits, laws, ordinances and regulations, and shall meet all other requirements contained in this Lease.

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9 10.3 Ownership of Improvements. All improvements constructed, erected, or installed upon the Premises must be free and clear of all liens, claims, or liability for labor or material and shall become the property of City, at its election, upon expiration or earlier termination of this Lease and upon City's election, shall remain upon the Premises upon termination of this Lease. Title to all equipment, furniture, furnishings, and trade fixtures placed by Lessee upon the Premises shall remain in Lessee, and replacements, substitutions and modifications thereof may be made by Lessee throughout the term of this Lease. Lessee may remove such fixtures and furnishings upon termination of this Lease if Lessee is not then in default under this Lease, provided that Lessee shall repair to the satisfaction of City any damage to the Premises and improvements caused by such removal and provided that usual and customary lighting, plumbing and heating fixtures shall remain upon the Premises upon termination of this Lease.

A. Completion Bond;
B. Performance, labor and material bonds, supplied by Lessee’s contractor or contractors, provided the bonds are issued jointly to Lessee and City; C. Irrevocable letter of credit from a financial institution; or D. Any combination of the above.

11. ALTERATIONS BY LESSEE.

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10 Lessee shall not make any alterations or improvements to the Premises without obtaining the prior written consent of the City Manager. Lessee may, at any time and at its sole expense, install and place business fixtures and equipment within the Premises, provided such fixtures and installation have been reviewed and approved by the City Manager. Prior to commencement of any work, Lessee shall pay the amount of any increase in premiums on insurance policies provided for herein because of endorsements to be made covering the risk during the course of the work and shall pay for any and all permits which may be required.

12. HOLD HARMLESS/INDEMNIFICATION.

13. DAMAGE, DESTRUCTION AND TERMINATION.

13.1 Nontermination and Non-abatement. Except as provided herein, no destruction or damage to the Premises by fire, windstorm or other casualty, whether insured or uninsured, shall entitle Lessee to terminate this Lease. City and Lessee waive the provisions of any statutes which relate to termination of a Lease when Leased property is destroyed and agree that such event shall be governed by the terms of this Lease.

13.2 Force Majeure. Prevention, delay or stoppage due to strikes, lockouts, labor disputes, Acts of God, inability to obtain labor, inability to obtain materials or reasonable substitutes, governmental restrictions, governmental regulation, governmental controls, judicial orders, enemy or hostile governmental actions, civil commotion, fire or other casualty, and other causes beyond the reasonable control of Lessee (financial inability excepted), shall excuse the performance by Lessee for a period equal to the prevention, delay, or stoppage, except the obligations imposed with regard to rent to be paid by Lessee pursuant to this Lease. In the event any work performed by Lessee or Lessee’s contractors results in a strike, lockout, and/or labor Item 16
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11 dispute, the strike, lockout, and/or labor dispute shall not excuse the performance by Lessee of the provisions of this Lease.

13.3 Restoration of Premises by Lessee.

If City elects to terminate this Lease, and Lessee does not elect to contribute toward the cost of restoration as provided in this section, this Lease shall terminate.

13.3.2 Destruction Due to Risk Not Covered by Insurance. If, during the term, the Premises are totally or partially destroyed from a risk not covered by the insurance described in Section 20 (Insurance), rendering the Premises totally or partially inaccessible or unusable, Lessee shall restore the Premises to substantially the same condition as it was in immediately before destruction, whether or not the insurance proceeds are sufficient to cover the actual cost of restoration. Such destruction shall not terminate this Lease. If the laws existing at that time do not permit the restoration, either party can terminate this Lease immediately by giving notice to the other party.

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12 In the case of destruction to the Premises only, if City elects to terminate this Lease, Lessee, within thirty (30) days after receiving City's notice to terminate, can elect to pay to City at the time Lessee notifies City of its election, the difference between ten percent (10%) of the then replacement value of the Premises and the actual cost of restoration, in which case City shall restore the Premises. City shall give Lessee satisfactory evidence that all sums contributed by Lessee as provided in this paragraph have been expended by City in paying the cost of restoration.

If City elects to terminate this Lease and Lessee cannot or does not elect to contribute toward the cost of restoration as provided in this section, this Lease shall terminate.

14. SIGNS.

15. ASSIGNMENT AND SUBLETTING.

15.1 City's Consent Required. Lessee shall not assign this lease, nor any interest therein, and shall not sublet or encumber the Property or any part thereof, nor any right or privilege appurtenant thereto, nor allow or permit any other person(s) to occupy or use the Property, or any po1tion thereof, without the prior written consent of City. A list of current subtenants approved by the City is attached as Exhibit D (List of Approved Subtenants). This Lease shall be binding upon any permitted assignee or successor of Lessee. Consent by City to one assignment, subletting, occupation or use by another person shall not be deemed to be consent to any subsequent assignment, subletting, occupation or use by another person. No assignment, subletting, or encumbrance by Lessee shall release it from or in any way alter any of Lessee's obligations under this Lease. Lessee may have the Property delivered to a subsidiary company of Lessee, but such arrangement shall in no way alter Lessee's responsibilities hereunder with respect to the Property. Any assignment, subletting, encumbrances, occupation, or use contrary to the provisions of this Lease shall be void and shall constitute breach of this Lease. City may assign any of its rights hereunder without notice to Lessee.

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13 Lessee of Lessee's obligation or alter the primary liability of Lessee to pay the rent and to perform all other obligations by Lessee hereunder. The acceptance of rent by City from any other person shall not be deemed to be a waiver by City of any provision hereof. In the event of default by any assignee of Lessee or any successor of Lessee in the performance of any of the terms hereof, City may proceed directly against Lessee without the necessity of exhausting remedies against said assignee.

16. DEFAULTS; REMEDIES.

16.1 Defaults. The occurrence of any one or more of the following events shall constitute a material default, or breach of this Lease, by Lessee:

16.1.1 Abandonment of the Premises by Lessee as defined by California Civil Code section 1951.3;

16.1.4 Making by Lessee of any general arrangement or assignment for the benefit of creditors; Lessee’s becoming a “debtor” as defined in 11 U.S.C. §101 or any successor statute thereto (unless, in the case of a petition filed against Lessee, the same is dismissed within sixty (60) days); the appointment of a bankruptcy trustee or receiver to take possession of all or substantially all of Lessee’s assets located at or on the Premises or of Lessee’s interest in this Lease where possession is not restored to Lessee within thirty (30) days; or the attachment, execution or other judicial seizure of all or substantially all of Lessee’s assets located at or on the Premises or of Lessee’s interest in this Lease, where such seizure is not discharged within thirty (30) days.

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14 damages incurred by City by reason of Lessee’s default including but not limited to: the cost of recovering possession of the Premises and Improvements; expenses of reletting, including necessary renovation and alteration of the Premises and Improvements; reasonable attorneys’ fees; the worth at the time of the award of the unpaid rent that had been earned at the time of termination of this Lease and the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of such award exceeds the amount of such rental loss for the same period that Lessee proves could be reasonably avoided.

16.2.3 Pursue any other remedy now or hereafter available to City under the laws or judicial decisions of the State of California. City shall have all remedies provided by law and equity.

17. INTEREST ON PAST-DUE OBLIGATIONS.

Except as expressly provided herein, any amount due City when not paid when due shall bear interest at the lesser of ten percent (10%) per year or the maximum rate then allowable by law from the date due.

18. HOLDING OVER.

19. CITY’S ACCESS.

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15 19.1 Access for Inspection. City and City’s agents shall have the right to enter the Premises at reasonable times, upon not less than twenty-four (24) hours prior notice to Lessee, for the purpose of inspecting same, showing same to prospective purchasers, lenders or Lessees, and making such alterations, repairs, improvements, or additions to the Premises as City may deem necessary. City may at any time place on or about the Premises any ordinary “For Sale” signs and City may at any time during the last one hundred twenty (120) days of the term hereof place on or about the Premises any ordinary “For Lease” signs, all without rebate of rent or liability to Lessee.

20. INSURANCE.

Lessee's responsibility for the Premises begins immediately upon delivery and Lessee, at its sole cost and expense, and at no cost to City, shall purchase and maintain in full force and effect during the entire term of this Lease insurance coverage in amounts and in a form acceptable to City as set forth in Exhibit “B” Insurance Requirements, attached hereto and incorporated herein by reference. Said policies shall be maintained with respect to Lessee’s employees, if any, and all vehicles operated on the Premises. The policies shall include the required endorsements, certificates of insurance and coverage verifications as described in Exhibit B. Lessee also agrees to secure renter's liability insurance.

City shall retain the right at any time to review the coverage, form, and amount of the insurance required hereby. If, in the opinion of the City’s Risk Manager (or comparable official), the insurance provisions in this Lease do not provide adequate protection for City and for members of the public using the Premises, the City Manager may require Lessee to obtain insurance sufficient in coverage, form, and amount to provide adequate protection as determined by the Item 16
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16 Risk Manager. City's requirements shall be reasonable and shall be designed to assure protection from and against the kind and extent of risk that exists at the time a change in insurance is required.

21. RESERVATION OF AVIGATIONAL EASEMENT.

22. EMINENT DOMAIN.

22.2 If only a part is condemned and the condemnation of that part does not substantially impair the capacity of the remainder to be used for the purposes required by this Lease, Lessee shall continue to be bound by the terms, covenants, and conditions of this Lease.

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17 C. Lessee shall provide City with written notice advising City of Lessee’s choice within thirty (30) days of possession of the part condemned by the condemning public entity.

23. POST-ACQUISITION TENANCY.

24. DISPUTE RESOLUTION.

24.2 The Parties may agree on one mediator. If they cannot agree on one mediator, the Party demanding mediation shall request the Superior Court of Santa Clara County to appoint a mediator. The mediation meeting shall not exceed one day (eight (8) hours). The Parties may agree to extend the time allowed for mediation under this Lease.

24.3 The costs of mediation shall be borne by the Parties equally.

25. NON-LIABILITY OF OFFICIALS AND EMPLOYEES OF THE CITY.

No official or employee of City shall be personally liable for any default or liability under this agreement.

26. NON-DISCRIMINATION.

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18 discriminate against any employee or person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person. Lessee acknowledges that is familiar with the provisions set forth in Section 2.30.510 of the Palo Alto Municipal Code relating to nondiscrimination in employment and Section 9.73 of the Palo Alto Municipal Code relating to City policy against arbitrary discrimination.

26.2 Human Rights Policy. In connection with all activities that are conducted upon the Premises, Lessee agrees to accept and enforce the statements of policy set forth in Section

9.73.010 which provides: “It is the policy of the City of Palo Alto to affirm, support and protect the human rights of every person within its jurisdiction. These rights include, but are not limited to, equal economic, political, and educational opportunity; equal accommodations in all business establishments in the city; and equal service and protection by all public agencies of the city.”

27. INDEPENDENT CONTRACTOR.

It is agreed that Lessee shall act and be an independent contractor and not an agent nor employee of City.

28. CONFLICT OF INTEREST.

Lessee shall at all times avoid conflict of interest or appearance of conflict of interest in performance of this agreement. Lessee warrants and covenants that no official or employee of City nor any business entity in which any official or employee of City is interested: (1) has been employed or retained to solicit or aid in the procuring of this agreement; or (2) will be employed in the performance of this agreement without the divulgence of such fact to City. In the event that City determines that the employment of any such official, employee or business entity is not compatible with such official's or employee's duties as an official or employee of City, Lessee upon request of City shall immediately terminate such employment. Violation of this provision constitutes a serious breach of this Lease and City may terminate this Lease as a result of such violation.

29. MEMORANDUM OF LEASE.

30. ESTOPPEL CERTIFICATE.

Lessee shall, from time to time, upon at least thirty (30) days prior written notice from City, execute, acknowledge and deliver to City a statement in writing: (i) certifying this Lease is unmodified and in full force and effect, or, if modified, stating the nature of the modification and certifying that the Lease, as modified, is in full force and effect, and the date to which the rental and other charges, if any, have been paid; and, (ii) acknowledging that there are not to Lessee’s Item 16
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19 knowledge, any defaults, or stating if any defaults are claimed, any statement may be relied upon by any prospective purchaser or encumbrancer of the Premises.

31. LIENS.

Lessee agrees at its sole cost and expense to keep the Sites free and clear of any and all claims, levies, liens, encumbrances or attachments.

32. VACATING.

33. ABANDONMENT.

Lessee's absence from the Premises for three (3) consecutive days, without prior notice, during which time rent or other charges are delinquent, shall be deemed abandonment of the Premises.

34. NOTICES.

All notices to the Parties shall, unless otherwise requested in writing, be sent to City addressed as follows:

City of Palo Alto
Real Estate Manager
250 Hamilton Avenue
Palo Alto, CA 94301
And
Office of Human Services
Cubberley Community Center
4000 Middlefield Road #T2
Palo Alto, CA 94303
And to Lessee addressed as follows:

Palo Alto Community Child Care
3990 Ventura Court
Palo Alto, CA 94306
Attn: Lee Pfab
Telephone: (650) 493-2361
Email: [email protected]
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20 Notices may be served upon Lessee in person, by first class mail, or by certified mail whether or not said mailing is accepted by Lessee.

35. TIME.

Time shall be of the essence in this Lease.

36. AMENDMENTS.

37. SIGNING AUTHORITY.

If this Lease is not signed by all Lessees named herein, the person actually signing warrants that he/she has the authority to sign for the others.

38. CAPTIONS.

The captions of the various sections, paragraphs and subparagraphs of this Lease are for convenience only and shall not be considered or referred to in resolving questions of interpretation.

39. SURRENDER OF LEASE NOT MERGER.

40. LIMITATION OF THE LEASEHOLD.

This Lease and the rights and privileges granted Lessee in and to the Premises are subject to all covenants, conditions, restrictions, and physical or legal encumbrances, including those which are set out in the December 3, 1980 Purchase Agreement (Purchase Agreement) between City and the Palo Alto Unified School District (PAUSD). Purchase Agreement conditions include the provision that PAUSD may reacquire the Premises upon one year written notice. Nothing contained in this Lease or in any document related hereto shall be construed to imply the conveyance to Lessee of rights in the Premises which exceed those owned.

41. INTEGRATED DOCUMENT.

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21 42. WAIVER.

43. INTERPRETATIONS.

43. SEVERABILITY CLAUSE.

45. GOVERNING LAW.

This Lease shall be governed and construed in accordance with the statutes and laws of the State of California.

46. VENUE.

In the event that suit shall be brought by any Party to this Lease, the Parties agree that venue shall be exclusively vested in the state courts of the County of Santa Clara.

47. COMPLIANCE WITH LAWS.

48. BROKERS.

49. PREVAILING WAGE.

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22 As required by law, all contractors and subcontractors performing work on the Premises are required by pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and section 160000 et seq. and Labor Code Section 1773.1. Before entering into a construction contract to perform work on the Premises and at all times while performing work on the Premises, all contractors and subcontractors must be registered with the California Department of Industrial Relations to perform public work under Labor Code Section 1725.5.

50. ATTACHMENTS TO LEASE.

The following exhibits are attached to and made a part of this Agreement:
“A” – Description of Premises and Rents
“B” – Standard Insurance Requirements
“C” – Guidelines for Site Usage
“D” – Current City Approved Subtenants
“E” – Annual Work Plan FY2022
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23 IN WITNESS WHEREOF, the parties have executed this Lease the day and year first above written.

CITY: TENANT:

By: _______________________
City Attorney or Designee
RECOMMENDED FOR APPROVAL:

By: _______________________
Manager, Operating Department
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24 EXHIBIT A
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25 EXHIBIT B

STANDARD INSURANCE REQUIREMENTS
Insurance Requirements for Lessee:

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26 b) for no less than ninety percent (90%) of the full replacement cost (new without deduction for depreciation) of the covered items and property; and c) the amounts of coverage must meet any coinsurance requirements of the policy or policies.
(RL 28.2)
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and volunteers; or the Lessee shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

Insurance shall be in full force and effect commencing on the first day of the term of this Lease.

Each insurance policy required by this Lease shall:

3. Name the City of Palo Alto as a loss payee on the property policy.

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27 7. Provide that Lessee's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.

Acceptability of Insurers
All insurance policies shall be issued by California-admitted carriers having current A.M. Best's ratings of no lower than A-:VII.

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28 EXHIBIT C

GUIDELINES FOR SITE USAGE

1. General Use
A. TENANT shall provide the following uses and services from and on the Ventura site:

1. TENANT shall provide a variety of child care services including but not limited to basic child care and a community resource room used jointly by TENANT, and the Community.

2. TENANT shall provide programs necessary for basic child care services.

3. A Cubicle in classroom 12 shall be used by the City’s Police Department for use as a police substation at no cost to CITY. TENANT will not be liable for personal injuries occurring in connection with CITY’s Police Department use except in the case of injuries resulting from TENANT’S negligence.

4. TENANT shall occupy the school administration building and will use the space for the administration of PACCC center’s city-wide and site management activities.

5. The multipurpose room and a conference room located in the office building shall be available for short term rental use by community groups for special meetings as available. TENANT may charge and collect rent and/or user fees for this use.

Such use shall be subject to rates and rules set forth below under section 4 Rates and Rental Conditions.

6. TENANT shall coordinate the use and/or sublease of classrooms by other “non- profit” agencies and child care centers. Sublease shall be in conformance with section 15 (Assignment and Subletting). Short term rental or use shall be subject to the rental rates and rules set forth below under section 4 Rates and Rental Conditions.

7. Open space is divided into two types. Fenced off space attached to child care classes shall be used for the TENANT’S programs. Said space is shown cross- hatched and labeled on Exhibit A. All other open space is subject to the same use conditions that govern the use of City parks in this class or specified Park Use Regulation of the Municipal Code.

2. Additional Site Management – Ventura School Site
TENANT shall be responsible for general management of the Ventura School Site, including the following:

1. TENANT shall ensure that affiliate organizations occupy space in compliance with prescribed child care programming.

2. TENANT shall maintain in a master events calendar and a use calendar of available building space for public use.

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29 3. TENANT shall ensure that use of the multipurpose room and other available classroom space will comply with City Facility Use conditions (see Section 4 of the Exhibit).

4. TENANT shall open locked rooms when scheduled for non-City sponsored activities and secure same seven days per week.

5. TENANT shall ensure that all subtenants maintain current certificates of insurance, in accordance with section 20 (insurance) and that all hourly users comply with insurance requirements in accordance with Exhibit B.

6. TENANT will manage the Community Garden at the Ventura site and act as garden liaison for this community garden location (see 6.1 Community Garden Volunteer Liaison role). As garden liaison, TENANT may obtain a plot and have all fee(s) waived per the current municipal fee schedule. All fee(s) will be collected for the garden plots by the City of Palo Alto, Open Space, Parks and Golf Division.

6.1 Community Garden Volunteer Liaison Role

1. Work with the Community Garden Coordinator to keep the garden plot list current and notify the Community Garden Coordinator of any changes within the garden.

2. Assign plots from the current waiting list. This includes showing the available plots and signing the gardener up with the appropriate forms supplied by the Community Garden Coordinator. The new gardener will forward all payments to the City of Palo Alto, Open Space and Golf Division c/o Community Garden Coordinator.

3. As soon as the Community Garden Coordinator is notified of vacant plots she will notify the volunteer garden liaison to show the plot(s) to the waiting list candidates.

4. Be the source of contact between the gardeners and the Community Garden Coordinator.

5. Assist in resolving disputes between gardeners. Disputes that are not resolved in this manner may be referred to the Community Garden Coordinator for resolution.

6. Encourage gardeners to follow City rules regarding water use.

7. Maintain the above ground water system. Requests for parts will be submitted to the Community Garden Coordinator.

8. Make routine patrols of the Community Gardens to monitor gardeners' activities, watch for improper water use, and for security purposes.

9. Provide access to gardens on a reasonable basis and following City policy, for vehicles to be brought in (if applicable).

10. Coordinate workdays as part of the gardeners agreement and Rules and Regulations.

11. Consult with the Garden Coordinator for any projects that will take place at the garden site.

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30 3. Security and Safety

1. TENANT shall maintain general security of the Premises.

2. Any violation of law shall be reported by TENANT as soon as possible to the proper authorities.

3. TENANT shall ensure all locks and safety systems are operating properly and shall provide City a master key to all doors on the premises.

4. TENANT shall secure the Premises on a daily basis including those special events and activities not sponsored by the City during weekday evenings and on weekends.

4. Rates and Rental Conditions – Ventura School Site

1. Rental Fee Schedule – Per Hour
Multi-purpose Room $ TBD
Classrooms $ TBD
Damage and Cleaning Deposit $ TBD

2. Rental Conditions
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31 Item 16
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32 EXHIBIT D
Current City Approved Subtenants
Heffalump Coop Preschool
Country Day School
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33 EXHIBIT E
WORKPLAN DOCUMENT FY2024

Palo Alto Community Child Care (PACCC) was created and incorporated as a 501(c)(3) organization in March 1974 to carry out the various components of the Task Force Plan.

Child Care Services
PACCC provides childcare for families living and working in Palo Alto in 18 centers. Ages served are infants, toddlers and preschoolers as well as after-school, kindergarten through 5th grade. PACCC serves nearly 850 children each year. (Supports Policy C-1.15 Continue strong support for and coordinate delivery of childcare services, addressing the needs of infants, toddlers and pre-kindergarten, as well as school-aged children. Program C1.15.1 Support and promote the provision of comprehensive childcare services in Palo Alto by public and private providers, including employers)
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34 care as the cost of doing so is prohibitive. With high staffing costs, rent and utility costs, coupled with required ratios of staff to children, infant care fees do not cover costs of operating a quality program. PACCC is able to provide these services due in large part to the support of all age group fees and the consolidation of administrative services for so many programs.

Contracts between the City and PACCC
PACCC manages the City of Palo Alto’s childcare subsidies through a contract to support low- income families with necessary childcare services.

PACCC is under contract with the City to provide quality after-school childcare services at 11 of the 12 elementary school sites traditionally serving approximately 600 children.

Funding for low-income families
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35 PACCC leverages City of Palo Alto contract funds with other funding sources, such as the State of California and its own fundraising, to offer subsidized childcare to the community’s low- income families.

WORK PLAN GOALS
Quality Assessment
All PACCC Programs will share all Quality Rating and Improvement System (QRIS) results with the City annually.

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36 •Continuing to offer a minimum of six CPR classes to local providers. Health and Safety training is offered at least once.
•Provide communication to providers about upcoming resources and support services (ongoing)
Volunteer Opportunities
PACCC will report the number of volunteer hours in PACCC programs annually to the City. With restrictions it is difficult to determine the number of volunteer hours. PACCC is working with PAUSD Early Education Teachers to develop a student volunteer plan to give high school students the opportunity to put classroom education into practice.

Ventura Community Garden
PACCC will host two garden work days and update the waitlist monthly.

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Community Services
Meeting Date: December 18, 2023
Report #:2311-2216
TITLE
Recognize Permanent Local Housing Allocation Program (PLHA) Grant Funding from the State of California of $592,367 for Homeless Outreach Services, Approve FY 2024 Budget Amendments in the General Fund, and Establish a Permanent Local Housing Allocation Program (PLHA) Grant Fund; CEQA status – not a project.

RECOMMENDATION
Staff recommends that the Council:
1) Amend the Fiscal Year 2024 Budget Appropriation for the General Fund (requires 2/3 approval) by:
a. Decreasing the Community Services Department Contract Services expense appropriation by $116,000; and
b. Decreasing the Community Services Other Revenue estimate by $116,000 2) Amend the Fiscal Year 2024 Budget Appropriation to establish a Permanent Local Housing Allocation Program (PLHA) Grant Fund (requires 2/3 approval) by:
a. Increasing the Community Services Department Contract Services expense appropriation by $205,000;
b. Increasing the Other Revenue estimate by $592,368; and c. Increasing the Ending Fund Balance by $387,368

EXECUTIVE SUMMARY
The City is preparing to receive $592,368 in Permanent Local Housing Allocation (PLHA) Program funds that were allocated in Calendar Years 2019 through 2021 but are only being dispersed by the state now.

Approval of these actions will shift PLHA funding allocated in Calendar Year 2019 from the General Fund to a specific PLHA Grant Fund for administrative tracking of the grant receipts and Item 17
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expenditures. This funding has already been approved to fund the LifeMoves contract 1 for Homeless Outreach Services. These actions will also recognize two additional years of PLHA grant funding accrued in Calendar Years 2020 and 2021 for a total grant award of $592,368. These funds will be used for the LifeMoves contract in fiscal years 2024 ($205,000) and 2025 ($209,000), with approximately $178,000 remaining to fund potential contract needs in FY 2026.

BACKGROUND / ANALYSIS
The Permanent Local Housing Allocation (PLHA) Entitlement Funding is grant funding administered by the State of California Department of Housing and Community Development (HCD) to local jurisdictions. The City received the PLHA award letter from HCD on December 20, 2022, but the HCD Standard Agreement PLHA funding with the final award amounts, which enables a request for the disbursement of the fund5, was not fully signed by HCD until July 14, 2023. However, PLHA funding to the City started accruing in Calendar Year 2019, and the state is now in the process of disbursing the funds.

The estimated five-year allocation to the City may not exceed $1,388,976, which will be distributed in pre-defined amounts per calendar year. The following award amounts have already been determined: Calendar year (CY) 2019 - $231,496, CY 2020 - $359,817 and CY 2021 - $395,967. These funding amounts are designated by predetermined percentages each calendar year for affordable housing, street outreach, and emergency shelter operations. The total amount allocated for street outreach, or homeless outreach services, for these three calendar years is $592,368. After the contract approval, staff made a request to HCD to decrease the allocation to emergency shelter operations for CY 2019 by 10% (as the project was not ready to receive funding by the HCD deadline) and increase the amount to street outreach. The first tranche of the funds must be collected by the City no later than April 2024. Staff requested funding for the street outreach portion of the funding for CY’s 19, 20 and 21 and that funding ($592,368) was received on December 1, 2023.

The PLHA grant funds are managed by different departments across the City. While Community Services is managing the Street Outreach funding described in this memorandum, Planning and Development Services manage the Affordable Housing Funds, and the City Manager’s Office manages the Emergency Shelter Operations funding. Affordable housing funds can be used for housing rental unit preservation, new construction and operating subsidies, and Emergency Shelter Operations funds are planned to be used for operating expenses for the forthcoming Homekey Shelter. Staff will return to Council at a later date to recognize and appropriate PLHA Grant funding for other areas of work such as Affordable Housing and Emergency Shelter Operations.
1 City Council, July 19, 2023; Agenda Item #38; SR#2305-1588; https://portal.laserfiche.com/Portal/DocView.aspx?id=66199&repo=r-704298fc Item 17
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Funding Allocation Year (CY) 2019 2020 2021 Total
Affordable Housing $92,598 $71,964 $79,194 $243,756
Street Outreach $138,898 $215,890 $237,580 $592,368
Emergency Shelter
Operations $0 $71,963 $79,193 $151,156
Total Funding $231,496 $359,817 $395,967 $987,280
On June 19, 2023, the City Council approved a contract 2 with LifeMoves to provide Homeless Outreach services for two years. The contract was approved with multiple funding sources for the FY 2024 portion of the contract: $116,000 in PLHA entitlement funds, $25,000 from Stanford University, and $89,000 in General Fund dollars. Based on approval of actions in the memorandum, the FY 2024 portion of the contract will be amended to be funded with $205,000 in PLHA entitlement funds and $25,000 from Stanford University. The FY 2025 portion of the contract is planned to be funded from $209,000 in PLHA entitlement funds and $21,000 from Stanford University, leaving approximately $178,000 to fund potential needs in FY 2026.

Given the additional grant funding for Homeless Outreach Services, staff expects that the previous General Fund appropriation of $89,000 for unhoused services will support an Overnight Warming Location pilot program. Overnight Warming Locations (OWL) are a life saving measure to bring unhoused individuals inside during times that the County of Santa Clara Office of Supportive Housing declares an Inclement Weather Alert (ICA) when certain adverse cold/rainy weather conditions are predicted. Once an ICA alert has been issued, an OWL would be opened for a 12-hour overnight session at a local location each day that the OWL is operational. The ICA alert can be for single or multiple days.

Staff will set up an OWL shelter to host up to 10 individuals each session and it will be on a first come, first served basis. The OWL will be staffed by a shelter worker employed by a local nonprofit and a security guard under a contract managed by the Office of Human Services in the Community Services Department. The location(s) for the OWL are still under review and may include a combination of a local faith institution and a city facility such as the Downtown Library.

The estimated budget to operate an OWL for 60 nights is approximately $89,000. This includes staffing ($56,500), Custodial Services/Laundry ($27,000), Bedding/Cleaning Supplies ($2,500), and Food ($3,000). Staffing will be provided via two contracts managed by the Community Services Department: one with a security firm for the services of a security guard and the other with a local nonprofit for the services of shelter staff. 2 City Council, July 19, 2023; Agenda Item #38; SR#2305-1588; https://portal.laserfiche.com/Portal/DocView.aspx?id=66199&repo=r-704298fc Item 17
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At the end of OWL operations for FY 2024, staff will evaluate the pilot program and make recommendations for FY 2025.

FISCAL/RESOURCE IMPACT
The FY 2024 Adopted Budget recognized $116,000 in PLHA Grant funding from the California Department of Housing and Community Development and appropriated the funding for homeless outreach services. These actions shift the grant revenue and outreach funding from the General Fund to the newly-established Permanent Local Housing Allocation Program (PLHA) Grant Fund for tracking receipts and expenditures related to this program under one fund. In addition, these actions recognize an additional $476,368 in anticipated grant funds for calendar years 2019, 2020 and 2021. The total anticipated receipts for PLHA grant funds for calendar years 2019, 2020, and 2021 are $592,368. Street Outreach funding not appropriated in FY 2024 will be used to fund homeless outreach services in future years, with $209,000 planned for the LifeMoves contract in FY 2025. Funding of $89,000 previously appropriated for homeless outreach services in the Community Services Department will be used to support an OWL pilot program.

Staff will return to Council at a later date to recognize and appropriate PLHA Grant funding for other areas of work such as Affordable Housing and Emergency Shelter Operations.

STAKEHOLDER ENGAGEMENT
The OWL is being planned by a subcommittee that includes City staff from the Office of Human Services and representatives from local nonprofits that serve the unhoused. The OWL concept was also discussed by the Palo Alto Homeless Service Providers Committee at its meeting on October 4, 2023. In seeking a location for the OWL, staff has been in touch with two local faith communities and in one case, staff made a presentation to their governing body on October 18, 2023.

ENVIRONMENTAL REVIEW
Approval of these budget amendments is not a project under the California Environmental Quality Act (CEQA) per CEQA Guidelines 15061(b)(3)

ATTACHMENTS
Attachment A: City of Palo Alto - PLHA Executed Agreement APPROVED BY:

Kristen O'Kane, Community Services Director
Item 17
Item 17 Staff Report

Item 17: Staff Report
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ATTACHMENT A
SSM II, Contract Services Section ChJenee McClain-Battiste 07/14/2023
Item 17
Attachment A - City of
Palo Alto - PLHA Executed
Agreement

Item 17: Staff Report
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City of Palo Alto
22-PLHA-17554

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Palo Alto City CouncilDecember 18, 2023

Palo Alto City Council
December 18, 2023