CITY COUNCIL
Regular Meeting
Monday, February 26, 2024
Council Chambers & Hybrid
5:30 PM
Palo Alto City Council meetings will be held as “hybrid” meetings with the option to attend by teleconference or in person. To maximize public safety while still maintaining transparency and public access, members of the public can choose to participate from home or attend in person.
Information on how the public may observe and participate in the meeting is located at the end of the agenda. Masks are strongly encouraged if attending in person. The meeting will be broadcast on Cable TV Channel 26, live on YouTube https://www.youtube.com/c/cityofpaloalto, and streamed to Midpen Media Center https://midpenmedia.org.
VIRTUAL PARTICIPATION CLICK HERE TO JOIN (https://cityofpaloalto.zoom.us/j/362027238) Meeting ID: 362 027 238 Phone:1(669)900‐6833
PUBLIC COMMENTS
Public comments will be accepted both in person and via Zoom for up to three minutes or an amount of time determined by the Chair. All requests to speak will be taken until 5 minutes after the staff’s presentation. Written public comments can be submitted in advance to [email protected] and will be provided to the Council and available for inspection on the City’s website. Please clearly indicate which agenda item you are referencing in your subject line.
PowerPoints, videos, or other media to be presented during public comment are accepted only by email to [email protected] at least 24 hours prior to the meeting. Once received, the Clerk will have them shared at public comment for the specified item. To uphold strong cybersecurity management practices, USB’s or other physical electronic storage devices are not accepted.
Signs and symbolic materials less than 2 feet by 3 feet are permitted provided that: (1) sticks, posts, poles or similar/other type of handle objects are strictly prohibited; (2) the items do not create a facility, fire, or safety hazard; and (3) persons with such items remain seated when displaying them and must not raise the items above shoulder level, obstruct the view or passage of other attendees, or otherwise disturb the business of the meeting.
TIME ESTIMATES
Listed times are estimates only and are subject to change at any time, including while the meeting is in progress. The Council reserves the right to use more or less time on any item, to change the order of items and/or to continue items to another meeting. Particular items may be heard before or after the time estimated on the agenda. This may occur in order to best manage the time at a meeting or to adapt to the participation of the public.
CALL TO ORDER
CLOSED SESSION (5:30 ‐ 6:30 PM)
1. CONFERENCE WITH CITY ATTORNEY‐ EXISTING LITIGATION Subject: Reinert v. City of Palo Alto Santa Clara County Superior Court Case No. 21‐CV‐391286 (One Case, as Defendant) Authority: Government Code Section 54956.9(d)(1) AGENDA CHANGES, ADDITIONS AND DELETIONS
PUBLIC COMMENT (6:30 ‐ 6:45 PM)
Members of the public may speak to any item NOT on the agenda. 1‐3 minutes depending on # of speakers. Council reserves the right to limit the duration of Oral Communications period to 30 minutes.
COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (6:45 ‐ 6:50 PM) Members of the public may not speak to the item(s).
CONSENT CALENDAR (6:50 ‐ 6:55 PM)
Items will be voted in one motion unless removed from the calendar by three Council Members.
2. Approval of Minutes from February 5, 2024 and February 12, 2024 meetings.
3. Appointment of 2024 Emergency Standby Council
4. City Councilmember Appointment to the Santa Clara County Housing and Community Development Advisory Committee (HCDAC)
5. Adopt a Resolution Authorizing the City Manager or Their Designee to Execute a Third Phase Agreement with Northern California Power Agency for the Purchase of up to 2,800 Megawatt‐Hours per Year of Biogas Energy from Zero Waste Energy Development Company, LLC over a Term of up to 10 Years for a Total Not to Exceed Amount of $5.7 Million; CEQA Status: Not a Project under CEQA Guidelines Section 15378(b)(5)
6. Approval of Amendment No. 6 to Contract No. C16163034A with Nova Partners, Inc. to Add $766,919, Increasing the Not to Exceed Amount to $9,647,825, for Additional Construction Management Services for the New Public Safety Building Capital Improvement Program Project (PE‐ 15001) and Extend the Contract Term; and Approval of Amendment No. 2 to Contract No. S20177452 with Schaaf & Wheeler Consulting Civil Engineers to Add $9,600, Increasing the Not to Exceed Amount to $20,200, for Additional Professional Services and Extend the Contract Term for the New Public Safety Building Capital Improvement Program project (PE‐ 15001); CEQA: Environmental Impact Report for the New Public Safety Building and New California Avenue Area Parking Garage (Resolution No. 9772)
7. Approval of Amendment No. 1 to Professional Services Agreement S21180224 with Matrix Consulting Group for a Planning and Development Services Fee Study in the Amount of $56,500 for a total Not to Exceed of $138,000 and Extension of the Contract Term through January 31, 2026. Environmental Assessment: Exempt in Accordance with CEQA Guidelines Section 15061(3)(b).
8. Approve and Authorize the City Manager to Execute a Funding Agreement with the Valley Transportation Authority (VTA) to Accept a $250,000 Grant as part of the 2010 Measure B Vehicle Registration Fee (VRF) Countywide Program Cycle Four; CEQA status – Statutorily Exempt.
9. Approve Two Contracts for Consultant Services for the Downtown Housing Plan: Contract Number C24187236 with Wallace Roberts & Todd, LLC (WRT) for a Not‐to Exceed Amount of $1,508,254 to Provide Planning and Consulting Services to Develop the City’s Downtown Housing Plan for a Term of Two‐years with an Optional One‐year Extension; and Contract Number C24187237 with Good City Company (Good City) for a Not‐to Exceed Amount of $375,522 to Provide Project Management and Consulting Services for the City’s Downtown Housing Plan for a Term of Two‐years with an Optional One‐year Extension. CEQA Action: Agreements are not subject to CEQA
10. Approval of Professional Services Contract with Ecology Action for a Not‐to‐Exceed Amount of $139,968 for City of Palo Alto Safe Routes to School Spring/Fall Programming; CEQA status – categorically exempt (educational program).
11. SECOND READING: Ordinance of the Council of the City of Palo Alto Amending Chapter
8.04 (Street, Trees, Shrubs, and Plants) and Chapter 8.10 (Tree Preservation and Management Regulations) (FIRST READING: January 16, 2024 PASSED 5‐2, Lythcott‐ Haims, Tanaka no)
12. Approval of the Appointment of Lauren Lai as the Administrative Services Director/ Chief Financial Officer
CITY MANAGER COMMENTS (6:55 ‐ 7:10 PM)
BREAK (5‐10 MINUTES)
ACTION ITEMS (Item 13: 7:20 ‐ 7:35 PM, Item 14: 7:35 ‐ 9:05 PM, Item 15: 9:05 ‐ 10:05 PM, Item 16: 10:05 ‐ 10:35 PM)
Include: Report of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Report of Officials, Unfinished Business and Council Matters.
13. PUBLIC HEARING: Objections to Weed Abatement at Affected Properties and Approval of Affected Property List for Commencing Weed Abatement in 2024; CEQA status – exempt
14. Adoption of a Resolution Suspending Enforcement of Municipal Code Sections
16.14.090, 16.14.110 and 16.14.300 Requiring All‐electric Construction and Direction to Staff to Commence Work on Local Amendments to the California Energy Code Establishing a One Margin Standard. CEQA Status – Not a Project.
15. Policy and Services Committee Recommendations for Changes to the City Council Procedures and Protocols Handbook based on Prior City Council Referrals (Review of Censure Language). CEQA Status ‐ Not a Project.
16. Discussion on the 2024 Boards and Commissions Recruitment. CEQA Status ‐ Not a Project.
ADJOURNMENT
OTHER INFORMATION
Standing Committee Meetings this week
Public Comment Letters
Schedule of Meetings
PUBLIC COMMENT INSTRUCTIONS
Members of the Public may provide public comments to teleconference meetings via email, teleconference, or by phone.
1. Written public comments may be submitted by email to [email protected].
2. For in person public comments please complete a speaker request card located on the table at the entrance to the Council Chambers and deliver it to the Clerk prior to discussion of the item.
3. Spoken public comments using a computer or smart phone will be accepted through the teleconference meeting. To address the Council, click on the link below to access a Zoom‐based meeting. Please read the following instructions carefully.
You may download the Zoom client or connect to the meeting in‐ browser. If using your browser, make sure you are using a current, up‐to‐date browser: Chrome 30 , Firefox 27 , Microsoft Edge 12 , Safari 7 . Certain functionality may be disabled in older browsers including Internet Explorer. Or download the Zoom application onto your smart phone from the Apple App Store or Google Play Store and enter in the Meeting ID below.
You may be asked to enter an email address and name. We request that you identify yourself by name as this will be visible online and will be used to notify you that it is your turn to speak.
When you wish to speak on an Agenda Item, click on “raise hand.” The Clerk will activate and unmute speakers in turn. Speakers will be notified shortly before they are called to speak.
When called, please limit your remarks to the time limit allotted. A timer will be shown on the computer to help keep track of your comments.
4. Spoken public comments using a phone use the telephone number listed below. When you wish to speak on an agenda item hit *9 on your phone so we know that you wish to speak. You will be asked to provide your first and last name before addressing the Council. You will be advised how long you have to speak. When called please limit your remarks to the agenda item and time limit allotted.
CLICK HERE TO JOIN Meeting ID: 362‐027‐238 Phone: 1‐669‐900‐6833 Americans with Disability Act (ADA) It is the policy of the City of Palo Alto to offer its public programs, services and meetings in a manner that is readily accessible to all. Persons with disabilities who require materials in an appropriate alternative format or who require auxiliary aids to access City meetings, programs, or services may contact the City’s ADA Coordinator at (650) 329‐2550 (voice) or by emailing [email protected]. Requests for assistance or accommodations must be submitted at least 24 hours in advance of the meeting, program, or service.
1 February 26, 2024
Materials submitted after distribution of the agenda packet are available for public inspection at
www.CityofPaloAlto.org/agendas
.
CITY COUNCIL
Regular Meeting
Monday, February 26, 2024
Council Chambers & Hybrid
5:30 PM
Palo Alto City Council meetings will be held as “hybrid” meetings with the option to attend by teleconference or in person. To maximize public safety while still maintaining transparency and public access, members of the public can choose to participate from home or attend in person.
Information on how the public may observe and participate in the meeting is located at the end of the agenda. Masks are strongly encouraged if attending in person. The meeting will be broadcast on Cable TV Channel 26, live on YouTube https://www.youtube.com/c/cityofpaloalto, and streamed to Midpen Media Center https://midpenmedia.org.
VIRTUAL PARTICIPATION CLICK HERE TO JOIN (https://cityofpaloalto.zoom.us/j/362027238) Meeting ID: 362 027 238 Phone:1(669)900‐6833
PUBLIC COMMENTS
Public comments will be accepted both in person and via Zoom for up to three minutes or an amount of time determined by the Chair. All requests to speak will be taken until 5 minutes after the staff’s presentation. Written public comments can be submitted in advance to [email protected] and will be provided to the Council and available for inspection on the City’s website. Please clearly indicate which agenda item you are referencing in your subject line.
PowerPoints, videos, or other media to be presented during public comment are accepted only by email to [email protected] at least 24 hours prior to the meeting. Once received, the Clerk will have them shared at public comment for the specified item. To uphold strong cybersecurity management practices, USB’s or other physical electronic storage devices are not accepted.
Signs and symbolic materials less than 2 feet by 3 feet are permitted provided that: (1) sticks, posts, poles or similar/other type of handle objects are strictly prohibited; (2) the items do not create a facility, fire, or safety hazard; and (3) persons with such items remain seated when displaying them and must not raise the items above shoulder level, obstruct the view or passage of other attendees, or otherwise disturb the business of the meeting.
TIME ESTIMATES
Listed times are estimates only and are subject to change at any time, including while the meeting is in progress. The Council reserves the right to use more or less time on any item, to change the order of items and/or to continue items to another meeting. Particular items may be heard before or after the time estimated on the agenda. This may occur in order to best manage the time at a meeting or to adapt to the participation of the public.
CALL TO ORDER
CLOSED SESSION (5:30 ‐ 6:30 PM)
1. CONFERENCE WITH CITY ATTORNEY‐ EXISTING LITIGATION Subject: Reinert v. City of Palo Alto Santa Clara County Superior Court Case No. 21‐CV‐391286 (One Case, as Defendant) Authority: Government Code Section 54956.9(d)(1) AGENDA CHANGES, ADDITIONS AND DELETIONS
PUBLIC COMMENT (6:30 ‐ 6:45 PM)
Members of the public may speak to any item NOT on the agenda. 1‐3 minutes depending on # of speakers. Council reserves the right to limit the duration of Oral Communications period to 30 minutes.
COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (6:45 ‐ 6:50 PM) Members of the public may not speak to the item(s).
CONSENT CALENDAR (6:50 ‐ 6:55 PM)
Items will be voted in one motion unless removed from the calendar by three Council Members.
2. Approval of Minutes from February 5, 2024 and February 12, 2024 meetings.
3. Appointment of 2024 Emergency Standby Council
4. City Councilmember Appointment to the Santa Clara County Housing and Community Development Advisory Committee (HCDAC)
5. Adopt a Resolution Authorizing the City Manager or Their Designee to Execute a Third Phase Agreement with Northern California Power Agency for the Purchase of up to 2,800 Megawatt‐Hours per Year of Biogas Energy from Zero Waste Energy Development Company, LLC over a Term of up to 10 Years for a Total Not to Exceed Amount of $5.7 Million; CEQA Status: Not a Project under CEQA Guidelines Section 15378(b)(5)
6. Approval of Amendment No. 6 to Contract No. C16163034A with Nova Partners, Inc. to Add $766,919, Increasing the Not to Exceed Amount to $9,647,825, for Additional Construction Management Services for the New Public Safety Building Capital Improvement Program Project (PE‐ 15001) and Extend the Contract Term; and Approval of Amendment No. 2 to Contract No. S20177452 with Schaaf & Wheeler Consulting Civil Engineers to Add $9,600, Increasing the Not to Exceed Amount to $20,200, for Additional Professional Services and Extend the Contract Term for the New Public Safety Building Capital Improvement Program project (PE‐ 15001); CEQA: Environmental Impact Report for the New Public Safety Building and New California Avenue Area Parking Garage (Resolution No. 9772)
7. Approval of Amendment No. 1 to Professional Services Agreement S21180224 with Matrix Consulting Group for a Planning and Development Services Fee Study in the Amount of $56,500 for a total Not to Exceed of $138,000 and Extension of the Contract Term through January 31, 2026. Environmental Assessment: Exempt in Accordance with CEQA Guidelines Section 15061(3)(b).
8. Approve and Authorize the City Manager to Execute a Funding Agreement with the Valley Transportation Authority (VTA) to Accept a $250,000 Grant as part of the 2010 Measure B Vehicle Registration Fee (VRF) Countywide Program Cycle Four; CEQA status – Statutorily Exempt.
9. Approve Two Contracts for Consultant Services for the Downtown Housing Plan: Contract Number C24187236 with Wallace Roberts & Todd, LLC (WRT) for a Not‐to Exceed Amount of $1,508,254 to Provide Planning and Consulting Services to Develop the City’s Downtown Housing Plan for a Term of Two‐years with an Optional One‐year Extension; and Contract Number C24187237 with Good City Company (Good City) for a Not‐to Exceed Amount of $375,522 to Provide Project Management and Consulting Services for the City’s Downtown Housing Plan for a Term of Two‐years with an Optional One‐year Extension. CEQA Action: Agreements are not subject to CEQA
10. Approval of Professional Services Contract with Ecology Action for a Not‐to‐Exceed Amount of $139,968 for City of Palo Alto Safe Routes to School Spring/Fall Programming; CEQA status – categorically exempt (educational program).
11. SECOND READING: Ordinance of the Council of the City of Palo Alto Amending Chapter
8.04 (Street, Trees, Shrubs, and Plants) and Chapter 8.10 (Tree Preservation and Management Regulations) (FIRST READING: January 16, 2024 PASSED 5‐2, Lythcott‐ Haims, Tanaka no)
12. Approval of the Appointment of Lauren Lai as the Administrative Services Director/ Chief Financial Officer
CITY MANAGER COMMENTS (6:55 ‐ 7:10 PM)
BREAK (5‐10 MINUTES)
ACTION ITEMS (Item 13: 7:20 ‐ 7:35 PM, Item 14: 7:35 ‐ 9:05 PM, Item 15: 9:05 ‐ 10:05 PM, Item 16: 10:05 ‐ 10:35 PM)
Include: Report of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Report of Officials, Unfinished Business and Council Matters.
13. PUBLIC HEARING: Objections to Weed Abatement at Affected Properties and Approval of Affected Property List for Commencing Weed Abatement in 2024; CEQA status – exempt
14. Adoption of a Resolution Suspending Enforcement of Municipal Code Sections
16.14.090, 16.14.110 and 16.14.300 Requiring All‐electric Construction and Direction to Staff to Commence Work on Local Amendments to the California Energy Code Establishing a One Margin Standard. CEQA Status – Not a Project.
15. Policy and Services Committee Recommendations for Changes to the City Council Procedures and Protocols Handbook based on Prior City Council Referrals (Review of Censure Language). CEQA Status ‐ Not a Project.
16. Discussion on the 2024 Boards and Commissions Recruitment. CEQA Status ‐ Not a Project.
ADJOURNMENT
OTHER INFORMATION
Standing Committee Meetings this week
Public Comment Letters
Schedule of Meetings
PUBLIC COMMENT INSTRUCTIONS
Members of the Public may provide public comments to teleconference meetings via email, teleconference, or by phone.
1. Written public comments may be submitted by email to [email protected].
2. For in person public comments please complete a speaker request card located on the table at the entrance to the Council Chambers and deliver it to the Clerk prior to discussion of the item.
3. Spoken public comments using a computer or smart phone will be accepted through the teleconference meeting. To address the Council, click on the link below to access a Zoom‐based meeting. Please read the following instructions carefully.
You may download the Zoom client or connect to the meeting in‐ browser. If using your browser, make sure you are using a current, up‐to‐date browser: Chrome 30 , Firefox 27 , Microsoft Edge 12 , Safari 7 . Certain functionality may be disabled in older browsers including Internet Explorer. Or download the Zoom application onto your smart phone from the Apple App Store or Google Play Store and enter in the Meeting ID below.
You may be asked to enter an email address and name. We request that you identify yourself by name as this will be visible online and will be used to notify you that it is your turn to speak.
When you wish to speak on an Agenda Item, click on “raise hand.” The Clerk will activate and unmute speakers in turn. Speakers will be notified shortly before they are called to speak.
When called, please limit your remarks to the time limit allotted. A timer will be shown on the computer to help keep track of your comments.
4. Spoken public comments using a phone use the telephone number listed below. When you wish to speak on an agenda item hit *9 on your phone so we know that you wish to speak. You will be asked to provide your first and last name before addressing the Council. You will be advised how long you have to speak. When called please limit your remarks to the agenda item and time limit allotted.
CLICK HERE TO JOIN Meeting ID: 362‐027‐238 Phone: 1‐669‐900‐6833 Americans with Disability Act (ADA) It is the policy of the City of Palo Alto to offer its public programs, services and meetings in a manner that is readily accessible to all. Persons with disabilities who require materials in an appropriate alternative format or who require auxiliary aids to access City meetings, programs, or services may contact the City’s ADA Coordinator at (650) 329‐2550 (voice) or by emailing [email protected]. Requests for assistance or accommodations must be submitted at least 24 hours in advance of the meeting, program, or service.
2 February 26, 2024
Materials submitted after distribution of the agenda packet are available for public inspection at
www.CityofPaloAlto.org/agendas
.
CITY COUNCIL
Regular Meeting
Monday, February 26, 2024
Council Chambers & Hybrid
5:30 PM
Palo Alto City Council meetings will be held as “hybrid” meetings with the option to attend by teleconference or in person. To maximize public safety while still maintaining transparency and public access, members of the public can choose to participate from home or attend in person.
Information on how the public may observe and participate in the meeting is located at the end of the agenda. Masks are strongly encouraged if attending in person. The meeting will be broadcast on Cable TV Channel 26, live on YouTube https://www.youtube.com/c/cityofpaloalto, and streamed to Midpen Media Center https://midpenmedia.org.
VIRTUAL PARTICIPATION CLICK HERE TO JOIN (https://cityofpaloalto.zoom.us/j/362027238) Meeting ID: 362 027 238 Phone:1(669)900‐6833
PUBLIC COMMENTS
Public comments will be accepted both in person and via Zoom for up to three minutes or an amount of time determined by the Chair. All requests to speak will be taken until 5 minutes after the staff’s presentation. Written public comments can be submitted in advance to [email protected] and will be provided to the Council and available for inspection on the City’s website. Please clearly indicate which agenda item you are referencing in your subject line.
PowerPoints, videos, or other media to be presented during public comment are accepted only by email to [email protected] at least 24 hours prior to the meeting. Once received, the Clerk will have them shared at public comment for the specified item. To uphold strong cybersecurity management practices, USB’s or other physical electronic storage devices are not accepted.
Signs and symbolic materials less than 2 feet by 3 feet are permitted provided that: (1) sticks, posts, poles or similar/other type of handle objects are strictly prohibited; (2) the items do not create a facility, fire, or safety hazard; and (3) persons with such items remain seated when displaying them and must not raise the items above shoulder level, obstruct the view or passage of other attendees, or otherwise disturb the business of the meeting.
TIME ESTIMATES
Listed times are estimates only and are subject to change at any time, including while the meeting is in progress. The Council reserves the right to use more or less time on any item, to change the order of items and/or to continue items to another meeting. Particular items may be heard before or after the time estimated on the agenda. This may occur in order to best manage the time at a meeting or to adapt to the participation of the public.
CALL TO ORDER
CLOSED SESSION (5:30 ‐ 6:30 PM)
1. CONFERENCE WITH CITY ATTORNEY‐ EXISTING LITIGATION Subject: Reinert v. City of Palo Alto Santa Clara County Superior Court Case No. 21‐CV‐391286 (One Case, as Defendant) Authority: Government Code Section 54956.9(d)(1) AGENDA CHANGES, ADDITIONS AND DELETIONS
PUBLIC COMMENT (6:30 ‐ 6:45 PM)
Members of the public may speak to any item NOT on the agenda. 1‐3 minutes depending on # of speakers. Council reserves the right to limit the duration of Oral Communications period to 30 minutes.
COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (6:45 ‐ 6:50 PM) Members of the public may not speak to the item(s).
CONSENT CALENDAR (6:50 ‐ 6:55 PM)
Items will be voted in one motion unless removed from the calendar by three Council Members.
2. Approval of Minutes from February 5, 2024 and February 12, 2024 meetings.
3. Appointment of 2024 Emergency Standby Council
4. City Councilmember Appointment to the Santa Clara County Housing and Community Development Advisory Committee (HCDAC)
5. Adopt a Resolution Authorizing the City Manager or Their Designee to Execute a Third Phase Agreement with Northern California Power Agency for the Purchase of up to 2,800 Megawatt‐Hours per Year of Biogas Energy from Zero Waste Energy Development Company, LLC over a Term of up to 10 Years for a Total Not to Exceed Amount of $5.7 Million; CEQA Status: Not a Project under CEQA Guidelines Section 15378(b)(5)
6. Approval of Amendment No. 6 to Contract No. C16163034A with Nova Partners, Inc. to Add $766,919, Increasing the Not to Exceed Amount to $9,647,825, for Additional Construction Management Services for the New Public Safety Building Capital Improvement Program Project (PE‐ 15001) and Extend the Contract Term; and Approval of Amendment No. 2 to Contract No. S20177452 with Schaaf & Wheeler Consulting Civil Engineers to Add $9,600, Increasing the Not to Exceed Amount to $20,200, for Additional Professional Services and Extend the Contract Term for the New Public Safety Building Capital Improvement Program project (PE‐ 15001); CEQA: Environmental Impact Report for the New Public Safety Building and New California Avenue Area Parking Garage (Resolution No. 9772)
7. Approval of Amendment No. 1 to Professional Services Agreement S21180224 with Matrix Consulting Group for a Planning and Development Services Fee Study in the Amount of $56,500 for a total Not to Exceed of $138,000 and Extension of the Contract Term through January 31, 2026. Environmental Assessment: Exempt in Accordance with CEQA Guidelines Section 15061(3)(b).
8. Approve and Authorize the City Manager to Execute a Funding Agreement with the Valley Transportation Authority (VTA) to Accept a $250,000 Grant as part of the 2010 Measure B Vehicle Registration Fee (VRF) Countywide Program Cycle Four; CEQA status – Statutorily Exempt.
9. Approve Two Contracts for Consultant Services for the Downtown Housing Plan: Contract Number C24187236 with Wallace Roberts & Todd, LLC (WRT) for a Not‐to Exceed Amount of $1,508,254 to Provide Planning and Consulting Services to Develop the City’s Downtown Housing Plan for a Term of Two‐years with an Optional One‐year Extension; and Contract Number C24187237 with Good City Company (Good City) for a Not‐to Exceed Amount of $375,522 to Provide Project Management and Consulting Services for the City’s Downtown Housing Plan for a Term of Two‐years with an Optional One‐year Extension. CEQA Action: Agreements are not subject to CEQA
10. Approval of Professional Services Contract with Ecology Action for a Not‐to‐Exceed Amount of $139,968 for City of Palo Alto Safe Routes to School Spring/Fall Programming; CEQA status – categorically exempt (educational program).
11. SECOND READING: Ordinance of the Council of the City of Palo Alto Amending Chapter
8.04 (Street, Trees, Shrubs, and Plants) and Chapter 8.10 (Tree Preservation and Management Regulations) (FIRST READING: January 16, 2024 PASSED 5‐2, Lythcott‐ Haims, Tanaka no)
12. Approval of the Appointment of Lauren Lai as the Administrative Services Director/ Chief Financial Officer
CITY MANAGER COMMENTS (6:55 ‐ 7:10 PM)
BREAK (5‐10 MINUTES)
ACTION ITEMS (Item 13: 7:20 ‐ 7:35 PM, Item 14: 7:35 ‐ 9:05 PM, Item 15: 9:05 ‐ 10:05 PM, Item 16: 10:05 ‐ 10:35 PM)
Include: Report of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Report of Officials, Unfinished Business and Council Matters.
13. PUBLIC HEARING: Objections to Weed Abatement at Affected Properties and Approval of Affected Property List for Commencing Weed Abatement in 2024; CEQA status – exempt
14. Adoption of a Resolution Suspending Enforcement of Municipal Code Sections
16.14.090, 16.14.110 and 16.14.300 Requiring All‐electric Construction and Direction to Staff to Commence Work on Local Amendments to the California Energy Code Establishing a One Margin Standard. CEQA Status – Not a Project.
15. Policy and Services Committee Recommendations for Changes to the City Council Procedures and Protocols Handbook based on Prior City Council Referrals (Review of Censure Language). CEQA Status ‐ Not a Project.
16. Discussion on the 2024 Boards and Commissions Recruitment. CEQA Status ‐ Not a Project.
ADJOURNMENT
OTHER INFORMATION
Standing Committee Meetings this week
Public Comment Letters
Schedule of Meetings
PUBLIC COMMENT INSTRUCTIONS
Members of the Public may provide public comments to teleconference meetings via email, teleconference, or by phone.
1. Written public comments may be submitted by email to [email protected].
2. For in person public comments please complete a speaker request card located on the table at the entrance to the Council Chambers and deliver it to the Clerk prior to discussion of the item.
3. Spoken public comments using a computer or smart phone will be accepted through the teleconference meeting. To address the Council, click on the link below to access a Zoom‐based meeting. Please read the following instructions carefully.
You may download the Zoom client or connect to the meeting in‐ browser. If using your browser, make sure you are using a current, up‐to‐date browser: Chrome 30 , Firefox 27 , Microsoft Edge 12 , Safari 7 . Certain functionality may be disabled in older browsers including Internet Explorer. Or download the Zoom application onto your smart phone from the Apple App Store or Google Play Store and enter in the Meeting ID below.
You may be asked to enter an email address and name. We request that you identify yourself by name as this will be visible online and will be used to notify you that it is your turn to speak.
When you wish to speak on an Agenda Item, click on “raise hand.” The Clerk will activate and unmute speakers in turn. Speakers will be notified shortly before they are called to speak.
When called, please limit your remarks to the time limit allotted. A timer will be shown on the computer to help keep track of your comments.
4. Spoken public comments using a phone use the telephone number listed below. When you wish to speak on an agenda item hit *9 on your phone so we know that you wish to speak. You will be asked to provide your first and last name before addressing the Council. You will be advised how long you have to speak. When called please limit your remarks to the agenda item and time limit allotted.
CLICK HERE TO JOIN Meeting ID: 362‐027‐238 Phone: 1‐669‐900‐6833 Americans with Disability Act (ADA) It is the policy of the City of Palo Alto to offer its public programs, services and meetings in a manner that is readily accessible to all. Persons with disabilities who require materials in an appropriate alternative format or who require auxiliary aids to access City meetings, programs, or services may contact the City’s ADA Coordinator at (650) 329‐2550 (voice) or by emailing [email protected]. Requests for assistance or accommodations must be submitted at least 24 hours in advance of the meeting, program, or service.
3 February 26, 2024
Materials submitted after distribution of the agenda packet are available for public inspection at
www.CityofPaloAlto.org/agendas
.
CITY COUNCIL
Regular Meeting
Monday, February 26, 2024
Council Chambers & Hybrid
5:30 PM
Palo Alto City Council meetings will be held as “hybrid” meetings with the option to attend by teleconference or in person. To maximize public safety while still maintaining transparency and public access, members of the public can choose to participate from home or attend in person.
Information on how the public may observe and participate in the meeting is located at the end of the agenda. Masks are strongly encouraged if attending in person. The meeting will be broadcast on Cable TV Channel 26, live on YouTube https://www.youtube.com/c/cityofpaloalto, and streamed to Midpen Media Center https://midpenmedia.org.
VIRTUAL PARTICIPATION CLICK HERE TO JOIN (https://cityofpaloalto.zoom.us/j/362027238) Meeting ID: 362 027 238 Phone:1(669)900‐6833
PUBLIC COMMENTS
Public comments will be accepted both in person and via Zoom for up to three minutes or an amount of time determined by the Chair. All requests to speak will be taken until 5 minutes after the staff’s presentation. Written public comments can be submitted in advance to [email protected] and will be provided to the Council and available for inspection on the City’s website. Please clearly indicate which agenda item you are referencing in your subject line.
PowerPoints, videos, or other media to be presented during public comment are accepted only by email to [email protected] at least 24 hours prior to the meeting. Once received, the Clerk will have them shared at public comment for the specified item. To uphold strong cybersecurity management practices, USB’s or other physical electronic storage devices are not accepted.
Signs and symbolic materials less than 2 feet by 3 feet are permitted provided that: (1) sticks, posts, poles or similar/other type of handle objects are strictly prohibited; (2) the items do not create a facility, fire, or safety hazard; and (3) persons with such items remain seated when displaying them and must not raise the items above shoulder level, obstruct the view or passage of other attendees, or otherwise disturb the business of the meeting.
TIME ESTIMATES
Listed times are estimates only and are subject to change at any time, including while the meeting is in progress. The Council reserves the right to use more or less time on any item, to change the order of items and/or to continue items to another meeting. Particular items may be heard before or after the time estimated on the agenda. This may occur in order to best manage the time at a meeting or to adapt to the participation of the public.
CALL TO ORDER
CLOSED SESSION (5:30 ‐ 6:30 PM)
1. CONFERENCE WITH CITY ATTORNEY‐ EXISTING LITIGATION Subject: Reinert v. City of Palo Alto Santa Clara County Superior Court Case No. 21‐CV‐391286 (One Case, as Defendant) Authority: Government Code Section 54956.9(d)(1) AGENDA CHANGES, ADDITIONS AND DELETIONS
PUBLIC COMMENT (6:30 ‐ 6:45 PM)
Members of the public may speak to any item NOT on the agenda. 1‐3 minutes depending on # of speakers. Council reserves the right to limit the duration of Oral Communications period to 30 minutes.
COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (6:45 ‐ 6:50 PM) Members of the public may not speak to the item(s).
CONSENT CALENDAR (6:50 ‐ 6:55 PM)
Items will be voted in one motion unless removed from the calendar by three Council Members.
2. Approval of Minutes from February 5, 2024 and February 12, 2024 meetings.
3. Appointment of 2024 Emergency Standby Council
4. City Councilmember Appointment to the Santa Clara County Housing and Community Development Advisory Committee (HCDAC)
5. Adopt a Resolution Authorizing the City Manager or Their Designee to Execute a Third Phase Agreement with Northern California Power Agency for the Purchase of up to 2,800 Megawatt‐Hours per Year of Biogas Energy from Zero Waste Energy Development Company, LLC over a Term of up to 10 Years for a Total Not to Exceed Amount of $5.7 Million; CEQA Status: Not a Project under CEQA Guidelines Section 15378(b)(5)
6. Approval of Amendment No. 6 to Contract No. C16163034A with Nova Partners, Inc. to Add $766,919, Increasing the Not to Exceed Amount to $9,647,825, for Additional Construction Management Services for the New Public Safety Building Capital Improvement Program Project (PE‐ 15001) and Extend the Contract Term; and Approval of Amendment No. 2 to Contract No. S20177452 with Schaaf & Wheeler Consulting Civil Engineers to Add $9,600, Increasing the Not to Exceed Amount to $20,200, for Additional Professional Services and Extend the Contract Term for the New Public Safety Building Capital Improvement Program project (PE‐ 15001); CEQA: Environmental Impact Report for the New Public Safety Building and New California Avenue Area Parking Garage (Resolution No. 9772)
7. Approval of Amendment No. 1 to Professional Services Agreement S21180224 with Matrix Consulting Group for a Planning and Development Services Fee Study in the Amount of $56,500 for a total Not to Exceed of $138,000 and Extension of the Contract Term through January 31, 2026. Environmental Assessment: Exempt in Accordance with CEQA Guidelines Section 15061(3)(b).
8. Approve and Authorize the City Manager to Execute a Funding Agreement with the Valley Transportation Authority (VTA) to Accept a $250,000 Grant as part of the 2010 Measure B Vehicle Registration Fee (VRF) Countywide Program Cycle Four; CEQA status – Statutorily Exempt.
9. Approve Two Contracts for Consultant Services for the Downtown Housing Plan: Contract Number C24187236 with Wallace Roberts & Todd, LLC (WRT) for a Not‐to Exceed Amount of $1,508,254 to Provide Planning and Consulting Services to Develop the City’s Downtown Housing Plan for a Term of Two‐years with an Optional One‐year Extension; and Contract Number C24187237 with Good City Company (Good City) for a Not‐to Exceed Amount of $375,522 to Provide Project Management and Consulting Services for the City’s Downtown Housing Plan for a Term of Two‐years with an Optional One‐year Extension. CEQA Action: Agreements are not subject to CEQA
10. Approval of Professional Services Contract with Ecology Action for a Not‐to‐Exceed Amount of $139,968 for City of Palo Alto Safe Routes to School Spring/Fall Programming; CEQA status – categorically exempt (educational program).
11. SECOND READING: Ordinance of the Council of the City of Palo Alto Amending Chapter
8.04 (Street, Trees, Shrubs, and Plants) and Chapter 8.10 (Tree Preservation and Management Regulations) (FIRST READING: January 16, 2024 PASSED 5‐2, Lythcott‐ Haims, Tanaka no)
12. Approval of the Appointment of Lauren Lai as the Administrative Services Director/ Chief Financial Officer
CITY MANAGER COMMENTS (6:55 ‐ 7:10 PM)
BREAK (5‐10 MINUTES)
ACTION ITEMS (Item 13: 7:20 ‐ 7:35 PM, Item 14: 7:35 ‐ 9:05 PM, Item 15: 9:05 ‐ 10:05 PM, Item 16: 10:05 ‐ 10:35 PM)
Include: Report of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Report of Officials, Unfinished Business and Council Matters.
13. PUBLIC HEARING: Objections to Weed Abatement at Affected Properties and Approval of Affected Property List for Commencing Weed Abatement in 2024; CEQA status – exempt
14. Adoption of a Resolution Suspending Enforcement of Municipal Code Sections
16.14.090, 16.14.110 and 16.14.300 Requiring All‐electric Construction and Direction to Staff to Commence Work on Local Amendments to the California Energy Code Establishing a One Margin Standard. CEQA Status – Not a Project.
15. Policy and Services Committee Recommendations for Changes to the City Council Procedures and Protocols Handbook based on Prior City Council Referrals (Review of Censure Language). CEQA Status ‐ Not a Project.
16. Discussion on the 2024 Boards and Commissions Recruitment. CEQA Status ‐ Not a Project.
ADJOURNMENT
OTHER INFORMATION
Standing Committee Meetings this week
Public Comment Letters
Schedule of Meetings
PUBLIC COMMENT INSTRUCTIONS
Members of the Public may provide public comments to teleconference meetings via email, teleconference, or by phone.
1. Written public comments may be submitted by email to [email protected].
2. For in person public comments please complete a speaker request card located on the table at the entrance to the Council Chambers and deliver it to the Clerk prior to discussion of the item.
3. Spoken public comments using a computer or smart phone will be accepted through the teleconference meeting. To address the Council, click on the link below to access a Zoom‐based meeting. Please read the following instructions carefully.
You may download the Zoom client or connect to the meeting in‐ browser. If using your browser, make sure you are using a current, up‐to‐date browser: Chrome 30 , Firefox 27 , Microsoft Edge 12 , Safari 7 . Certain functionality may be disabled in older browsers including Internet Explorer. Or download the Zoom application onto your smart phone from the Apple App Store or Google Play Store and enter in the Meeting ID below.
You may be asked to enter an email address and name. We request that you identify yourself by name as this will be visible online and will be used to notify you that it is your turn to speak.
When you wish to speak on an Agenda Item, click on “raise hand.” The Clerk will activate and unmute speakers in turn. Speakers will be notified shortly before they are called to speak.
When called, please limit your remarks to the time limit allotted. A timer will be shown on the computer to help keep track of your comments.
4. Spoken public comments using a phone use the telephone number listed below. When you wish to speak on an agenda item hit *9 on your phone so we know that you wish to speak. You will be asked to provide your first and last name before addressing the Council. You will be advised how long you have to speak. When called please limit your remarks to the agenda item and time limit allotted.
CLICK HERE TO JOIN Meeting ID: 362‐027‐238 Phone: 1‐669‐900‐6833 Americans with Disability Act (ADA) It is the policy of the City of Palo Alto to offer its public programs, services and meetings in a manner that is readily accessible to all. Persons with disabilities who require materials in an appropriate alternative format or who require auxiliary aids to access City meetings, programs, or services may contact the City’s ADA Coordinator at (650) 329‐2550 (voice) or by emailing [email protected]. Requests for assistance or accommodations must be submitted at least 24 hours in advance of the meeting, program, or service.
4 February 26, 2024
Materials submitted after distribution of the agenda packet are available for public inspection at
www.CityofPaloAlto.org/agendas
.
CITY COUNCIL
Regular Meeting
Monday, February 26, 2024
Council Chambers & Hybrid
5:30 PM
Palo Alto City Council meetings will be held as “hybrid” meetings with the option to attend by teleconference or in person. To maximize public safety while still maintaining transparency and public access, members of the public can choose to participate from home or attend in person.
Information on how the public may observe and participate in the meeting is located at the end of the agenda. Masks are strongly encouraged if attending in person. The meeting will be broadcast on Cable TV Channel 26, live on YouTube https://www.youtube.com/c/cityofpaloalto, and streamed to Midpen Media Center https://midpenmedia.org.
VIRTUAL PARTICIPATION CLICK HERE TO JOIN (https://cityofpaloalto.zoom.us/j/362027238) Meeting ID: 362 027 238 Phone:1(669)900‐6833
PUBLIC COMMENTS
Public comments will be accepted both in person and via Zoom for up to three minutes or an amount of time determined by the Chair. All requests to speak will be taken until 5 minutes after the staff’s presentation. Written public comments can be submitted in advance to [email protected] and will be provided to the Council and available for inspection on the City’s website. Please clearly indicate which agenda item you are referencing in your subject line.
PowerPoints, videos, or other media to be presented during public comment are accepted only by email to [email protected] at least 24 hours prior to the meeting. Once received, the Clerk will have them shared at public comment for the specified item. To uphold strong cybersecurity management practices, USB’s or other physical electronic storage devices are not accepted.
Signs and symbolic materials less than 2 feet by 3 feet are permitted provided that: (1) sticks, posts, poles or similar/other type of handle objects are strictly prohibited; (2) the items do not create a facility, fire, or safety hazard; and (3) persons with such items remain seated when displaying them and must not raise the items above shoulder level, obstruct the view or passage of other attendees, or otherwise disturb the business of the meeting.
TIME ESTIMATES
Listed times are estimates only and are subject to change at any time, including while the meeting is in progress. The Council reserves the right to use more or less time on any item, to change the order of items and/or to continue items to another meeting. Particular items may be heard before or after the time estimated on the agenda. This may occur in order to best manage the time at a meeting or to adapt to the participation of the public.
CALL TO ORDER
CLOSED SESSION (5:30 ‐ 6:30 PM)
1. CONFERENCE WITH CITY ATTORNEY‐ EXISTING LITIGATION Subject: Reinert v. City of Palo Alto Santa Clara County Superior Court Case No. 21‐CV‐391286 (One Case, as Defendant) Authority: Government Code Section 54956.9(d)(1) AGENDA CHANGES, ADDITIONS AND DELETIONS
PUBLIC COMMENT (6:30 ‐ 6:45 PM)
Members of the public may speak to any item NOT on the agenda. 1‐3 minutes depending on # of speakers. Council reserves the right to limit the duration of Oral Communications period to 30 minutes.
COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (6:45 ‐ 6:50 PM) Members of the public may not speak to the item(s).
CONSENT CALENDAR (6:50 ‐ 6:55 PM)
Items will be voted in one motion unless removed from the calendar by three Council Members.
2. Approval of Minutes from February 5, 2024 and February 12, 2024 meetings.
3. Appointment of 2024 Emergency Standby Council
4. City Councilmember Appointment to the Santa Clara County Housing and Community Development Advisory Committee (HCDAC)
5. Adopt a Resolution Authorizing the City Manager or Their Designee to Execute a Third Phase Agreement with Northern California Power Agency for the Purchase of up to 2,800 Megawatt‐Hours per Year of Biogas Energy from Zero Waste Energy Development Company, LLC over a Term of up to 10 Years for a Total Not to Exceed Amount of $5.7 Million; CEQA Status: Not a Project under CEQA Guidelines Section 15378(b)(5)
6. Approval of Amendment No. 6 to Contract No. C16163034A with Nova Partners, Inc. to Add $766,919, Increasing the Not to Exceed Amount to $9,647,825, for Additional Construction Management Services for the New Public Safety Building Capital Improvement Program Project (PE‐ 15001) and Extend the Contract Term; and Approval of Amendment No. 2 to Contract No. S20177452 with Schaaf & Wheeler Consulting Civil Engineers to Add $9,600, Increasing the Not to Exceed Amount to $20,200, for Additional Professional Services and Extend the Contract Term for the New Public Safety Building Capital Improvement Program project (PE‐ 15001); CEQA: Environmental Impact Report for the New Public Safety Building and New California Avenue Area Parking Garage (Resolution No. 9772)
7. Approval of Amendment No. 1 to Professional Services Agreement S21180224 with Matrix Consulting Group for a Planning and Development Services Fee Study in the Amount of $56,500 for a total Not to Exceed of $138,000 and Extension of the Contract Term through January 31, 2026. Environmental Assessment: Exempt in Accordance with CEQA Guidelines Section 15061(3)(b).
8. Approve and Authorize the City Manager to Execute a Funding Agreement with the Valley Transportation Authority (VTA) to Accept a $250,000 Grant as part of the 2010 Measure B Vehicle Registration Fee (VRF) Countywide Program Cycle Four; CEQA status – Statutorily Exempt.
9. Approve Two Contracts for Consultant Services for the Downtown Housing Plan: Contract Number C24187236 with Wallace Roberts & Todd, LLC (WRT) for a Not‐to Exceed Amount of $1,508,254 to Provide Planning and Consulting Services to Develop the City’s Downtown Housing Plan for a Term of Two‐years with an Optional One‐year Extension; and Contract Number C24187237 with Good City Company (Good City) for a Not‐to Exceed Amount of $375,522 to Provide Project Management and Consulting Services for the City’s Downtown Housing Plan for a Term of Two‐years with an Optional One‐year Extension. CEQA Action: Agreements are not subject to CEQA
10. Approval of Professional Services Contract with Ecology Action for a Not‐to‐Exceed Amount of $139,968 for City of Palo Alto Safe Routes to School Spring/Fall Programming; CEQA status – categorically exempt (educational program).
11. SECOND READING: Ordinance of the Council of the City of Palo Alto Amending Chapter
8.04 (Street, Trees, Shrubs, and Plants) and Chapter 8.10 (Tree Preservation and Management Regulations) (FIRST READING: January 16, 2024 PASSED 5‐2, Lythcott‐ Haims, Tanaka no)
12. Approval of the Appointment of Lauren Lai as the Administrative Services Director/ Chief Financial Officer
CITY MANAGER COMMENTS (6:55 ‐ 7:10 PM)
BREAK (5‐10 MINUTES)
ACTION ITEMS (Item 13: 7:20 ‐ 7:35 PM, Item 14: 7:35 ‐ 9:05 PM, Item 15: 9:05 ‐ 10:05 PM, Item 16: 10:05 ‐ 10:35 PM)
Include: Report of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Report of Officials, Unfinished Business and Council Matters.
13. PUBLIC HEARING: Objections to Weed Abatement at Affected Properties and Approval of Affected Property List for Commencing Weed Abatement in 2024; CEQA status – exempt
14. Adoption of a Resolution Suspending Enforcement of Municipal Code Sections
16.14.090, 16.14.110 and 16.14.300 Requiring All‐electric Construction and Direction to Staff to Commence Work on Local Amendments to the California Energy Code Establishing a One Margin Standard. CEQA Status – Not a Project.
15. Policy and Services Committee Recommendations for Changes to the City Council Procedures and Protocols Handbook based on Prior City Council Referrals (Review of Censure Language). CEQA Status ‐ Not a Project.
16. Discussion on the 2024 Boards and Commissions Recruitment. CEQA Status ‐ Not a Project.
ADJOURNMENT
OTHER INFORMATION
Standing Committee Meetings this week
Public Comment Letters
Schedule of Meetings
PUBLIC COMMENT INSTRUCTIONS
Members of the Public may provide public comments to teleconference meetings via email, teleconference, or by phone.
1. Written public comments may be submitted by email to [email protected].
2. For in person public comments please complete a speaker request card located on the table at the entrance to the Council Chambers and deliver it to the Clerk prior to discussion of the item.
3. Spoken public comments using a computer or smart phone will be accepted through the teleconference meeting. To address the Council, click on the link below to access a Zoom‐based meeting. Please read the following instructions carefully.
You may download the Zoom client or connect to the meeting in‐ browser. If using your browser, make sure you are using a current, up‐to‐date browser: Chrome 30 , Firefox 27 , Microsoft Edge 12 , Safari 7 . Certain functionality may be disabled in older browsers including Internet Explorer. Or download the Zoom application onto your smart phone from the Apple App Store or Google Play Store and enter in the Meeting ID below.
You may be asked to enter an email address and name. We request that you identify yourself by name as this will be visible online and will be used to notify you that it is your turn to speak.
When you wish to speak on an Agenda Item, click on “raise hand.” The Clerk will activate and unmute speakers in turn. Speakers will be notified shortly before they are called to speak.
When called, please limit your remarks to the time limit allotted. A timer will be shown on the computer to help keep track of your comments.
4. Spoken public comments using a phone use the telephone number listed below. When you wish to speak on an agenda item hit *9 on your phone so we know that you wish to speak. You will be asked to provide your first and last name before addressing the Council. You will be advised how long you have to speak. When called please limit your remarks to the agenda item and time limit allotted.
CLICK HERE TO JOIN Meeting ID: 362‐027‐238 Phone: 1‐669‐900‐6833 Americans with Disability Act (ADA) It is the policy of the City of Palo Alto to offer its public programs, services and meetings in a manner that is readily accessible to all. Persons with disabilities who require materials in an appropriate alternative format or who require auxiliary aids to access City meetings, programs, or services may contact the City’s ADA Coordinator at (650) 329‐2550 (voice) or by emailing [email protected]. Requests for assistance or accommodations must be submitted at least 24 hours in advance of the meeting, program, or service.
5 February 26, 2024
Materials submitted after distribution of the agenda packet are available for public inspection at
www.CityofPaloAlto.org/agendas
.
City Council
Staff Report
Report Type: CONSENT CALENDAR
Lead Department: City Clerk
Meeting Date: February 26, 2024
Report #:2402-2610
TITLE
Approval of Minutes from February 5, 2024 and February 12, 2024 Meetings
RECOMMENDATION
That the minutes be reviewed and approved.
ATTACHMENTS
Attachment A: February 5, 2024 Draft Action Minutes
Attachment B: February 12, 2024 Draft Action Minutes
APPROVED BY:
Mahealani Ah Yun
Item 2
Item 2 Staff Report
Item 2: Staff Report
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CITY COUNCIL & PUBLIC IMPROVEMENT CORPORATION
DRAFT ACTION MINUTES
Special Meeting
February 5, 2024
The City Council of the City of Palo Alto met on this date in the Council Chambers and by virtual teleconference at 5:30 P.M.
Present In Person: Burt, Kou, Lauing, Lythcott-Haims, Stone, Tanaka, Veenker Present Remotely:
Absent:
Special Orders of the Day
1. Santa Clara County 2023 Synopsys Championship Science Fair 2023 STEM Winners from Palo Alto
No action was taken.
Closed Session
AA1. CONFERENCE WITH REAL PROPERTY NEGOTIATORS Authority: Government Code Section 54956.8 Property: 4000 Middlefield Road, Palo Alto (Informally known as the Cubberley Site) Negotiating Party: Palo Alto Unified School District City Negotiators: (Ed Shikada, Chantal Cotton Gaines, Kristen O'Kane, Sunny Tong) Subject of Negotiations: Purchase, Exchange, and/or Lease Price and Terms of Payment
MOTION: Vice Mayor Lauing moved, seconded by Council Member Veenker to go into Closed Session.
MOTION PASSED: 7-0
Council went into Closed Session at 5:51 P.M.
Council returned from Closed Session at 7:00 P.M.
Mayor Stone announced no reportable action.
Item 2
Attachment A - February
5, 2024 Draft Action
Minutes
Item 2: Staff Report
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DRAFT ACTION MINUTES
Sp. City Council Meeting
Draft Action Minutes: 02/05/2024
Consent Calendar
Council Member Kou registered a no vote on Agenda Item Number 10.
Council Member Tanaka registered a no vote on Agenda Item Number 4, 5, 6.
Mayor Stone, Vice Mayor Lauing, and Council Member Kou, Council Member Veenker requested to pull Agenda Item Number 7.
Council Member Tanaka, Council Member Lythcott-Haims, Council Member Veenker, and Mayor Stone requested to pull Agenda Item Number 8.
MOTION: Council Member Burt moved, seconded by Council Member Lauing to approve Agenda Item Numbers 2-6, 9-11, and pull Agenda Item Number 7 and 8 off of Consent.
MOTION PASSED ITEMS 2-3, 9, 11: 7-0
MOTION PASSED ITEMS 4-6: 6-1, Tanaka no
MOTION PASSED ITEM 10: 6-1, Kou no
2. Approval of Minutes from January 16, 2024 Meeting
3. Review and Acceptance of Annual Report on Development Impact Fees for Fiscal Year 2023 and Adoption of a Resolution Making Statutory Findings for Certain Funds. CEQA status - Not a Project.
4. Approval of Amendment Number 1 to Contract Number S21180652 With Eric Gouldsberry Art Design (EGAD), in the Amount of $170,000 for Graphic Design Services to Extend the Term for Additional Two Years; for a Total Not -to-Exceed Amount of $410,000 over the Five-year Term; CEQA Status – Not a Project
5. Approval of Amendment No. 2 to Contract S23184693 with Infosend, Inc. for Printing Services for the Utilities Department Programs and Projects to add $300,000 for a New Total Not to Exceed Amount of $555,000, and to Amend the Schedule of Rates. CEQA status: not a project.
6. Approval of Contract No. C23187298C with Hinderliter, de Llamas, and Associates (HdL) for Business Tax and Business Registry Certificate Program Fee Consulting Services in a Total Not-To-Exceed Amount of $860,555 Over a Three -Year Term; CEQA Status – Not a Project
7. SECOND READING: Adopt Ordinances Amending Planned Community Ordinance 2343 for 2901-2905 Middlefield Road and Establishing a Separate Planned Community Zoning Designation for 702 Ellsworth Place to Enable the Development of a new Single -Story, Single-Family Residence. CEQA Status -- Categorically Exempt Under CEQA Guidelines Item 2
Attachment A - February
5, 2024 Draft Action
Minutes
Item 2: Staff Report
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DRAFT ACTION MINUTES
Sp. City Council Meeting
Draft Action Minutes: 02/05/2024
Sections 15061(b)(3), 15301, and 15303 (FIRST READING: December 11, 2023 PASSED 6- 0-1, Veenker absent)
8. SECOND READING: Ordinance of the Council of the City of Palo Alto Amending Chapter
8.04 (Street, Trees, Shrubs, and Plants) and Chapter 8.10 (Tree Preservation and Management Regulations) (FIRST READING: January 16, 2024 PASSED 5 -2, Lythcott - Haims, Tanaka no)
9. SECOND READING: Adopt an Ordinance to Expand the Public Art Commission (PAC) from Five to Seven Members (FIRST READING: January 16, 2024 PASSED 7-0)
10. S
ECOND READING: Adoption of an Ordinance Amending Palo Alto Municipal Code Title 18 (Zoning) Chapters 18.14 (Housing Incentives), 18.76 (Permits and Approvals), and 18.77 (Processing of Permits and Approvals) to Imple ment Housing Element Program 1.3 Creating By
-R
ight Zoning Approval for Specific Housing Element Inventory Sites. CEQA Status: An Addendum to the City’s Comprehensive Plan Environmental Impact Report was Prepared for the 2023
-2
031 Housing Element. (FIRST READING: January 22, 2024 PASSED 6-1, Kou no)
11. S
ECOND READING: Adoption of an Ordinance Authorizing the Improvements to the Palo Alto Baylands as Part of the Horizontal Levee Pilot Project and Approval of a Cooperative Agreement with the Association of Bay Area Governments to Construct the Horizontal Levee Pilot Project (WQ
-2200
1); CEQA – exempt under Section 15133 (FIRST READING:
January 22, 2024 PASSED 7-0)
RECESS CITY COUNCIL MEETING AND CONVENE PUBLIC IMPROVEMENT CORPORATION MEETING Board Members Present: Burt, Kou, Lauing, Lythcott-Haims, Stone, Tanaka, Veenker
Action Items
12. Approval of Fiscal Year 2023 Palo Alto Public Improvement Corporation's Annual Financial Report. CEQA Status - Not a Project
MOTION: Board Member Burt moved, seconded by Board Member Kou to approve the Fiscal Year (FY) 2023 Annual Financial Report for the Palo Alto Public Improvement Corporation.
MOTION PASSED: 6-1, Tanaka no
RECONVENE CITY COUNCIL MEETING
Item 2
Attachment A - February
5, 2024 Draft Action
Minutes
Item 2: Staff Report
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DRAFT ACTION MINUTES
Sp. City Council Meeting
Draft Action Minutes: 02/05/2024
Action Items
13. Policy and Services Committee Recommendations for Changes to the City Council Procedures and Protocols Handbook based on Prior City Council Referrals (Continued from December 18, 2023). CEQA Status - Not a Project.
MOTION: Council Member Tanaka moved, seconded by Council Member Veenker to:
1. Procedures Section 1.1: Annual Organization of City Council a. Direct staff to return to City Council with information to pursue a ballot measure for 2024 to ask the voters if they would like to have a directly elected mayor or not. The term would be for 2 or 4 years.
i. Create an ad hoc that could work with staff to develop the specifics to return to Council with the draft Charter Amendment by June 2024.
MOTION PASSED: 5-2, Lauing, Burt no
MOTION: Council Member Kou moved, seconded by Council Member Lythcott-Haims to:
1. Update Procedures Section 5.1a(4): Video Participation for Public Comment to read:
a. “The City Council does not allow members of the public to activate their personal video during their public comments.”
MOTION PASSED: 6-1, Tanaka no
MOTION: Council Member Kou moved, seconded by Council Member Veenker to:
1. Protocols Section 2.2: Refrain from Lobbying Board and Commission Members a. Accept the Policy and Services Recommended drafted language.
2. Protocols Section 2.8: The Role of Council Liaison to Boards or Commissions a. Accept the Policy and Services Recommended drafted language with this additional language: “unless the Councilmember has other conflicting duties” MOTION PASSED: 7-0
MOTION: Council Member Kou moved, seconded by Mayor Stone to:
1. Protocols Section 4.3(a): Travel Related to Sister Cities, Sibling City, or other shared interests with another city abroad
a. Approve the drafted language with the following amendment:
Item 2
Attachment A - February
5, 2024 Draft Action
Minutes
Item 2: Staff Report
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DRAFT ACTION MINUTES
Sp. City Council Meeting
Draft Action Minutes: 02/05/2024
Replace “for travel that explains how the travel will advance the City’s interests or policy/Council objectives and a consideration of the cost/value relationship of the trip. The request should also explain why virtual attendance is not effective in that circumstance” with “would only be on an occasion where in-person presence of the Council Member or the Mayor was required for that occasion.” MOTION PASSED: 6-1, Tanaka no
14. Policy and Services Committee Recommendation to the City Council to Approve a new Friendship Cities Program in Palo Alto. CEQA Status – Not a Project MOTION: Council Member Burt moved, seconded by Council Member Veenker to approve a new Friendship Cities program with the provisions recommended in the original colleagues’ memo and a few other new provisions related to reevaluation of friendship cities as well as sister cities and the following changes:
a. Reevaluated within 3 years and that any Friendship Cities entered into shall expire within 3 years of execution absent mutual agreement to extend. No more than one formal visit by a delegation and the City shall host no more than one delegation visit per year per Friendship City, and;
b. That the provisions suggested in the Colleague's Memo related to the volunteers of Neighbors Abroad taking primary responsibility and that it fits with Neighbors Abroad policies, and;
c. Every two years a report to be provided by Neighbors Abroad on the s tate of sister city relationships.
MOTION PASSED: 7-0
Adjournment: The meeting was adjourned at 11:11 P.M.
Item 2
Attachment A - February
5, 2024 Draft Action
Minutes
Item 2: Staff Report
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DRAFT ACTION MINUTES
Sp. City Council Meeting
Draft Action Minutes: 02/05/2024
ATTEST: APPROVED:
____________________ ____________________
City Clerk Mayor NOTE: Action minutes are prepared in accordance with Palo Alto Municipal Code (PAMC)
2.04.160(a) and (b). Summary minutes (sense) are prepared in accordance with PAMC Section
2.04.160(c). Beginning in January 2018, in accordance with Ordinance No. 5423 , the City Council
found action minutes and the video/audio recordings of Council proceedings to be the official records of both Council and committee proceedings. These recordings are available on the City’s website.
Item 2
Attachment A - February
5, 2024 Draft Action
Minutes
Item 2: Staff Report
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CITY COUNCIL
DRAFT ACTION MINUTES
Regular Meeting
February 12, 2024
The City Council of the City of Palo Alto met on this date in the Council Chambers and by virtual teleconference at 5:30 P.M.
Present In Person: Burt, Kou, Lauing, Lythcott-Haims, Stone, Tanaka, Veenker Present Remotely:
Absent:
Closed Session
AA1. CONFERENCE WITH REAL PROPERTY NEGOTIATORS Authority: Government Code Section 54956.8 Property: 4000 Middlefield Road, Palo Alto (Informally known as the Cubberley Site) Negotiating Party: Palo Alto Unified School District City Negotiators: (Ed Shikada, Chantal Cotton Gaines, Kristen O'Kane, Sunny Tong) Subject of Negotiations: Purchase, Exchange, and/or Lease Price and Terms of Payment New Item added MOTION: Council Member Veenker moved, seconded by Council Member Lauing to go into Closed Session.
MOTION PASSED: 7-0
Council went into Closed Session at 5:34 P.M.
Council returned from Closed Session at 6:42 P.M.
Mayor Stone announced no reportable action.
Study Session
1. Reliability and Resiliency Strategic Plan for the City’s Electric Utility NO ACTION TAKEN.
Consent Calendar
Council Member Tanaka registered a no vote on Agenda Item Numbers 4, 7, 8, 9.
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DRAFT ACTION MINUTES
City Council Meeting
Draft Action Minutes: 02/12/2024
Council Member Veenker recused on Agenda Item Number 5.
MOTION: Council Member Burt moved, seconded by Council Member Lythcott-Haims to approve Agenda Item Numbers 2-9.
MOTION PASSED ITEMS 2-3, 6: 7-0
MOTION PASSED ITEMS 4, 7, 8, 9: 6-1, Tanaka no
MOTION PASSED ITEM 5: 6-0-1, Veenker recused
2. Approval of Minutes from January 22, 2024 and January 29, 2024 Meetings
3. Approval of Contract Number C24187805 With Carollo Engineers, Inc. in the Total Amount Not-to-Exceed $1,628,326 for Planning and Preliminary Design of a Headworks Facility at the Regional Water Quality Control Plant, funded by Wastewater Treatment Enterprise Fund Capital Improvement Program Project WQ-16002; CEQA Status – Not a “Project.”
4. Approval of Two General Services Contracts in the Wastewater Treatme nt Enterprise Fund: a Contract with Lystek International Limited in an Amount Not to Exceed $5,322,769 and a Contract with Synagro -WWT, Inc. in an Amount Not to Exceed $7,617,013, Both for Offsite Sludge Treatment Services for a Five-Year Term; CEQA status – exempt
5. Adoption of Resolution to Authorize Stanford University to Enforce Unauthorized Parking in Several of Its Parking Facilities under Vehicle Code § 21107.8; CEQA Status – Not a Project
6. Approval of Contract Number C24188120 with Summit Uniforms, LLC for Five Years for a Maximum Compensation Amount Not- to-Exceed $720,000 ($144,000/yr) for the Purchase of Police, Fire, and Park Ranger Uniforms and Related Equipment; CEQA status - not a project.
7. Approval of a General Services Contract Number C24189570 w ith Downtown Streets Team, Inc. in an Amount Not to Exceed $528,409 for Cleaning Services in the University Avenue and California Avenue Business Districts for a Period of Three Years; CEQA status – Not a Project
8. Approval of Contract Amendments with AgreeYa Solutions, INC., Elegant Enterprise-Wide Solutions, INC., Forsys, INC., Object Technology Solutions, INC., Techlink Systems, INC., ZION Cloud Solutions, INC., and Inspyr Solutions, LLC., for IT On-Call Professional Services, to Increase the Combined Annual Not -To-Exceed Amount to $1,250,000 and a Contract Not-To-Exceed total of $3,940,000; CEQA Status - Not a Project.
9. Approval of Contract No. C24188884 With WaterTALENT, LLC for Temporary Consultant Support for Public Works and Utilities Departments in a N ot to Exceed Amount of Item 2
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Minutes
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DRAFT ACTION MINUTES
City Council Meeting
Draft Action Minutes: 02/12/2024
$1,896,000 Over Three Years, With Two One -Year Extension Options; Not to Exceed $830,400 for Year One and Not to Exceed $532,800 per Year for Years Two and Three and Optional Extensions if Authorized; CEQA Status - Not a Project
Action Items
10. Adopt a Resolution Modifying the City’s Objective Design Standards for SB 9 Projects.
MOTION: Council Member Lythcott-Haims moved, seconded by Council Member Veenker to adopt the attached Resolution (Attachment A) modifying the objective design standards for development pursuant to California Senate Bill 9 (SB 9).
MOTION PASSED: 5-2, Lauing, Kou no
11. Discuss the FY 2024 Mid- Year Budget Review and Approve 1) FY 2024 Budget Amendments in Various Funds, and 2) Amendments to the FY 2024 Table of Organization to add 1.00 Full Time Equivalent (FTE) Position. CEQA Status – Not a Project.
MOTION: Council Member Burt moved, seconded by Council Member Lauing to approve:
1. Amendments to the Fiscal Year 2024 Budget Appropriation for various funds and various capital projects, as identified in Attachment A, Exhibits 1 and 2; and
2. Amend the FY 2024 Table of Organization in Attachment B consistent with the budget amendments in Attachment A, adding 1.00 full time position.
MOTION PASSED: 6-1, Tanaka no
12. Adoption of a Resolution Certifying the Need for an Exception to the California Public Employees Retirement System (CalPERS) 180 -day Waiting Period to Hire Matthew Raschke as a Retired Annuitant Extra Help Senior Engineer. CEQA status - Not a Project MOTION: Council Member Kou moved, seconded by Mayor Stone to adopt a resolution certifying the need for an exception to the 180-day waiting period, set forth by CalPERS, to hire Matthew Raschke as a Retired Annuitant Extra Help Senior Engineer.
MOTION PASSED: 6-1, Tanaka no
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Minutes
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DRAFT ACTION MINUTES
City Council Meeting
Draft Action Minutes: 02/12/2024
Adjournment: The meeting was adjourned at 10:52 P.M.
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Minutes
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DRAFT ACTION MINUTES
City Council Meeting
Draft Action Minutes: 02/12/2024
ATTEST: APPROVED:
____________________ ____________________
City Clerk Mayor NOTE: Action minutes are prepared in accordance with Palo Alto Municipal Code (PAMC)
2.04.160(a) and (b). Summary min utes (sense) are prepared in accordance with PAMC Section
2.04.160(c). Beginning in January 2018, in accordance with Ordinance No. 5423, the City Council found action minutes and the video/audio recordings of Council proceedings to be the official records of both Council and committee proceedings. These recordings are available on the City’s website.
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Minutes
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City Council
Staff Report
Report Type: CONSENT CALENDAR
Lead Department: City Clerk
Meeting Date: February 26, 2024
Report #:2401-2570
TITLE
Appointment of 2024 Emergency Standby Council
RECOMMENDATION
Staff recommends the City Council approve the selection of the following former Council Members to serve as members of the 2024 Emergency Standby Council:
•Alison Cormack
•Peter Drekmeier
•Eric Filseth
•Karen Holman
•Liz Kniss
•Greg Schmid
•Nancy Shepherd
BACKGROUND
The Charter of the City of Palo Alto provides that, "the Council may, by Ordinance or Resolution, provide for the preservation and continuation of government in the event of disaster which renders unavailable a majority of the Council."
On August 7, 2006, the City Council adopted amendments to Section 2.12.090 of the Palo Alto Municipal Code regarding the selection procedure for the City's Emergency Standby Council.
The adopted policy states that the Council shall consider the following criteria for appointments to the Emergency Standby Council: residency in the City of Palo Alto, availability, interest in serving and a lack of conflicts of interest.
Seven members serve on the Emergency Standby Council. Members of the Standby Council have the authority delegated to them under Chapter 2.12 of the Palo Alto Municipal Code. The members of the Emergency Standby Council continue to serve until the Council appoints or reappoints the members at the beginning of each year.
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FISCAL/RESOURCE IMPACT
There is no fiscal impact associated with this action.
ENVIRONMENTAL REVIEW
This is not a project.
ATTACHMENTS
None.
APPROVED BY:
Mahealani Ah Yun
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Planning and Development Services
Meeting Date: February 26, 2024
Report #:2401-2573
TITLE
City Councilmember Appointment to the Santa Clara County Housing and Community Development Advisory Committee (HCDAC)
RECOMMENDATION
Approve the appointment of Councilmember Julie Lythcott-Haims as representative to the Santa Clara County HCDAC, and Councilmember Greer Stone as alternate for the 2024 calendar year.
BACKGROUND
Formed in 2018, the nine-member HCDAC for the Urban County1 is a result of the merger of the Housing and Community Development (HCD) Citizen's Advisory Committee (CAC), and the HCD Council Committee (CC) for the Urban County Community Development Block Grant (CDBG) Program and HOME Investment Partnerships Program (HOME) Consortia. As Palo Alto is part of the HOME program consortium, HCDAC participation is requested. The City has not participated in the HCDAC in previous years.
Below is a summary of the basic requirements of the HCDAC, please see the attached 2018 Bylaws for additional information on the HCDAC’s responsibilities and meeting protocols.
HCDAC Role
The HCDAC is the policy recommending body to the Santa Clara County Board of Supervisors on planning, monitoring, and implementation of the HCD Program and the development of a comprehensive, coordinated Housing and Community Development Program. The HCDAC, consisting of representatives of the Urban County jurisdictions (Campbell, Los Altos, Los Gatos, Saratoga, and Morgan Hill) selected by the City Councils and the Board of Supervisors, and a City Council member from each of the cities (Palo Alto, Cupertino, and Gilroy) participating in the Urban County CDBG and HOME Investment Partnerships (HOME) Programs, will review program materials and develop recommendations from an urban county perspective. 1 Information about the Urban County: https://osh.sccgov.org/housing-community-development/urban-county- program
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Responsibility
The HCDAC meets approximately five times per year with one-year term commitments for each member.
The primary responsibilities of the HCDAC are to:
a) Develop recommendations on the Five-Year Urban County Consolidated Plan and the Annual Plan which provides the framework for funding projects. b) Develop recommendations on projects to be funded addressing the objectives approved in the Consolidated Plan.
c) Monitor the progress of approved projects on a quarterly basis and prepare recommendations on projects facing significant delays.
d) Evaluate the overall direction and implementation of the program on a yearly basis and prepare recommendations on housing policies and procedures. This will include site inspections of projects, review of quarterly and annual performance reports, and overall program performance evaluation.
e) Transmit the HCDAC recommendations on project proposals to the Board of Supervisors in order to make final funding recommendations on the CDBG and HOME projects and programs.
Next Steps
The HCDAC meetings are tentatively planned to begin in March 2024. Once the Council representative is selected, the HCDAC meeting liaison will initiate the coordination of these meetings.
FISCAL/RESOURCE IMPACT
No fiscal impact is associated with this action.
ENVIRONMENTAL REVIEW
Appointment to a board or committee is not an action subject to environmental review under the California Environmental Quality Act.
ATTACHMENTS
Attachment A: HCDAC Bylaws June 2018
APPROVED BY:
Jonathan Lait, Planning and Development Services Director Item 4
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County of Santa Clara
Housing and Community Development Advisory Committee
Board of Supervisors: Mike Wasserman, Cindy Chavez, Dave Cortese, Susan Ellenberg, S. Joseph Simitian Page 1 of 3 County Executive: Jeffrey V. Smith
90854
DATE: June 5, 2018
TO: Board of Supervisors
FROM: Consuelo Hernandez, Program Manager II
SUBJECT: Housing and Community Development Advisory Committee (HCDAC) - Amendment to Bylaws
RECOMMENDED ACTION
Approve Amendment to Bylaws for the Housing and Community Development Advisory Committee.
FISCAL IMPLICATIONS
There are no fiscal implications associated with the recommended action.
REASONS FOR RECOMMENDATION
An amendment to the current bylaws is needed in order to reflect the current composition of the Housing and Community Development Advisory Committee ( HCDAC). The Office of Supportive Housing (OSH) has worked closely with the HCDAC and each of the cities to understand the impact of the changes. The proposed changes to the HCDAC bylaws were integrated into the updated 2017 Joint Powers Agreement (the agreement required by the U.S. Department of Housing and Urban Development for the Community Development Block Grant program – CDBG). Each of the Urban County members have agreed to the changes.
Currently, th e HCDAC is comprised of 16 members . T he changes reduce the HCDAC to nine members. Eight seats have remained vacant as a r esult of the anticipated changes.
Unfortunately, the HCDAC did not review and approve the bylaws before the vacancies occurred and the HCDAC does not currently have enough members to meet the quorum requirements. As a result, the Board needs to approve the amended bylaws in order for the HCDAC membership to be updated to allow the HCDAC to meet.
Revisions to the HCDAC bylaws contain a number of minor technic al updates and also updates to reflect current practices and reflect the updated composition of the HCDAC. The following is a high-level summary of the changes:
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Board of Supervisors: Mike Wasserman, Cindy Chavez, Dave Cortese, Susan Ellenberg, S. Joseph Simitian Page 2 of 3 County Executive: Jeffrey V. Smith
Agenda Date: June 5, 2018
Updated Article I, Section I to include the HOME Investment Partnership Act (HOME) Consortia members.
Updated Article III, Section I relating to the membership of the HCDAC by adding one member of the City Council from each of the jurisdictions participating in the HOME Consortia and eliminating the citizen appointments, and specifying the designation of an alternate for each member.
Updated Article III, Section II to specify a term is one year and until a successor is appointed.
Updated Article VI to reflect that the Clerk of the Board of Supervisors provides secretarial support to the HCDAC and the Office of Supportive Housing provides staff support.
Added Article XI to reflect the process for County boards/commissions’ creation of subcommittees.
Added Article XIII to identify the required trainings for members of the HCDAC.
CHILD IMPACT
The recommended action will have no/neutral impact on children and youth.
SENIOR IMPACT
The recommended action will have no/neutral impact on seniors.
SUSTAINABILITY IMPLICATIONS
The recommended action will have no/neutral sustainability implications.
BACKGROUND
The primary role of the HCDAC is to advise the Board of Supervisors regarding the use of CDBG and HOME funds. The HCDAC is a result of the merger of the Housing and Community Development (HCD) Citizens Advisory Committee (CAC) and the HCD Council Committee (CC) for the Urban County CDBG program that took place in 2007.
Over the past two years OSH has been working on making changes to the bylaws to better reflect the current operation of the HCDAC and to streamline the Urban County Program.
CONSEQUENCES OF NEGATIVE ACTION
If the Board does not approve the recommended action the HCDAC would not have a quorum and would be unable to meet. As a result, the Board would be required to review funding recommendations for the Urban County program without a recommendation from the HCDAC.
STEPS FOLLOWING APPROVAL
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Board of Supervisors: Mike Wasserman, Cindy Chavez, Dave Cortese, Susan Ellenberg, S. Joseph Simitian Page 3 of 3 County Executive: Jeffrey V. Smith
Agenda Date: June 5, 2018
Upon approval, the Clerk of the Board is asked to notify Consuelo Hernandez ([email protected]), Eloiza Murillo-Garcia ([email protected])and Tracy Cunningham ([email protected]).
ATTACHMENTS:
Attachment A: Amended HCDAC Bylaws (clean version) (PDF) Attachment B: Amended HCDAC Bylaws (redline) (PDF)
Attachment C - Changes to Urban County Program (2015) (PDF) Item 4
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BYLAWS
Housing and Community Development Advisory Committee
(HCDAC)
ARTICLE I _ ESTABLISHMENT
Section I
The Housing and Community Development Advisory Commiffee (HCDAC) for the Urban County is a result of the merger of the Housing and Community Development (HCD) Citizen's Advisory Committee (CAC), and the HCD Council Committee (CC) for the Urban County Community Development Block Grant (CDBG) Program and HOME Consortia.
ARTICLE II - ROLE AIID RESPONSIBILITIES
Section I - Role
The HCDAC is the policy recommending body to the Board of Supervisors on planning, monitoring, and implementation of the HCD Program and the development of a comprehensive, coordinated Housing and Community Development Program. The body, consisting of representatives of the Urban County jurisdictions selected by the City Councils and the Board of Supervisors, and a City Council member from each of the cities participating in the Urban County CDBG and HOME Investment Partnerships (HOME) Programs, will review program materials and develop recommendations from an urban county perspective.
Section II - Responsibilitv
The responsibilities of the HCDAC are to:
a) Develop recommendations on the Five-Year Urban County Consolidated Plan and the Annual Plan which provides the framework for funding projects. b) Develop recommendations on projects to be funded addressing the objectives approved in the Consolidated Plan.
c) Monitor the progress of approved projects on a quarterly basis and prepare recommendations on projects facing significant delays.
d) Evaluate the overall direction and implementation of the program on a yearly.basis and prepare recommendations on housing policies and procedures. This will include site inspections of projects, review of quarterly and annual performance reports, and overall program performance evaluation.
e) Transmit the HCDAC recommendations on project proposals to the Board of Supervisors in order to make final funding recommendations on the CDBG and HOME projects and programs.
Housing and Community Development
Advisory Committee Bylaws
Approved: 06/05/2018
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Section III - Relationship to the Board of Supervisors
The Board of Supervisors is the legal recipient of funds from the U.S. Department of Housing and Urban Development (HUD) for the CDBG and HOME programs.
The Board of Supervisors will consider all recommendations submitted by the HCDAC regarding the HCD program.
The HCDAC will submit recommendations to the Board of Supervisors on all matters dealing with planning, funding, monitoring, and evaluation of the HCD program.
ARTICLE III _ MEMBERSHIP
Section I - Membership
Membership on the HCDAC consists of nine members as follows:
a. One member of the County of Santa Clara Board of Supervisors, who will serve as Chairperson of the HCDAC, to be appointed by the President of the Board of Supervisors.
b. One member of the City Council from each of the non-entitlement cities participating in the Urban County CDBG and HOME programs, consisting of five members from the cities of Campbell, Los Altos, Town of Los Gatos, Morgan Hill, and Saratoga, appointed by the City Council of that city.
c. One member of the City Council from each of the jurisdictions participating in the HOME Consortia, consisting of three members from the cities of Cupertino, Gilroy, and Palo Alto appointed by the City Council of that city. d. Each member shall have a designated alternate who shall be appointed by the member's jurisdiction in the same manner the member is appointed. A member's designated alternate may attend and vote when the member is unable to attend a meeting.
Section II - Term
a) Term of membership is effective from the day of appointment to the HCDAC. b) Each member shall have a term of one year and until his or her successor is appointed. c) There is no limit on the number of consecutive terms a member may serve. d) The term of an elected official will automatically terminate upon leaving the elective office.
e) Upon appointment, each member and alternate shall take the Oath of Office. A certified copy of the Oath shall be filed with the Clerk of the Board of Supervisors.
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Section III - Attendance
a) Any member not in attendance at three (3) consecutive meetings, unless excused by the majority of the HCDAC members, may be removed from the HCDAC with a request to the appointing jurisdiction to appoint a replacement.
b) An altemate may not represent a member for more than three (3) consecutive meetings without prior approval of the majority of HCDAC.
Section IV - Replacement of a member
In the event thal amember wishes to resign from the HCDAC or is recalled by the appointing authority, the appointing jurisdiction shall be requested to appoint a new member. A resignation by a member shall be in writing and shall be filed with the Clerk of the Board of Supervisors and the Chairperson of the HCDAC.
ARTICLE IV _ OFFICERS
Section I - Officers
The officers of this organization will be:
a) Chairperson
b) Vice-Chairperson
The Chairperson and Vice-Chairperson will be regular voting members of the HCDAC.
Section II - Chairperson
The permanent Chairperson will be the appointed Supervisor from the County of Santa Clara Board of Supervisors.
Section III - Vice-Chairperson
The Vice-Chairperson will be elected at the first meeting of the fiscal year (July 1 - June 30) and will serve a 12-month term of office.
Section IV - Nominations
Nominations for the Vice-Chairperson will come from the members of the HCDAC.
Nominations may be submitted from one month prior to the meeting date on which the election is to be held, up to and including the day of the election.
Section V - Term
There is no limit on the number of consecutive terms the Vice-Chairperson may serve.
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Section VI - Chairperson Vacancv
In the case that the Chairperson's seat is vacated, as through resignation, death, or leaving elective office, a new Chairperson will be appointed by the President of the Board of Supervisors. The Vice-Chairperson will stand in for the Chairperson until the new Chairperson is appointed.
Section VII - Vice airnerson Vacancv
In the case that the Vice-Chairperson's seat is vacated, as through resignation, death, or leaving elective office, a special election of the HCDAC will be held at the earliest meeting at which such election is practicable. At the time of the election, nominations from the HCDAC membership may be submitted. Such election shall be for the unexpired term of the office.
ARTICLE V _ DUTIES OF OFFICERS
Section I - of Chairnerson
The Chairperson will
a) Preside at meetings of the HCDAC.
b) Appoint subcommittees as required, subject to confirmation by the membership. c) Coordinate the work and recommendations of the HCDAC. d) Prepare work and recommendation reports for presentation to the Board of Supervisors. e) Perform other duties customarily performed by a Chairperson.
Duties of the Chairperson can be delegated by the Chairperson to other members of the HCDAC.
Section II - Duties of the Vice-Chairperson
The Vice-Chairperson will:
a) Upon temporary absence or incapacity of the Chairperson, serve as Chairperson. b) Assist the Chairperson in serving as liaison to the Board of Supervisors.
ARTICLE VI - SECRETARY SUPPORT
Section I - Secretarv
The Clerk of the Board of Supervisors shall be ex-officio secretary of the HCDAC and shall be responsible for providing secretarial assistance to the HCDAC, such as preparation of HCDAC agendas, attendance at meetings, preparation of minutes, meeting room support, and maintenance of HCDAC records. However, the Clerk of the Board of Supervisors does not provide secretarial assistance to any subcommittees of the HCDAC.
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ARTICLE VII - MEETINGS
Section I - Regular Meetines
Meetings of the HCDAC shall be properly noticed in accordance with the Ralph M. Brown Act (Government Code section 54950 et seq.) and the County Open Govemment Ordinance (Division Al7). One regular meeting of the HCDAC will normally be held approximately five times ayear, at the County Govemment Center, at 6:15 p.m. Each year the HCDAC shall approve its schedule of regular meeting dates prior to the first meeting of the calendar year. The schedule of regular meeting dates can be amended, with the Chairperson's approval, by a majorityvote of the HCDAC members.
Section II - Special Meetinss
Special meetings of the HCDAC may be called by the Chairperson, with the provision that written notice is given to all members at least seven days prior to the meeting.
Section III - Ouorum
A quorum of the HCDAC is a majority of its membership seats, whether filled or vacant (5 of 9) A member who abstains from an item is counted to determine whether a quorum exists.
However a member who is disqualified from participating and recuses from an item due to a conflict of interest is not counted toward the quorum for that itern.
ARTICLE VIII - VOTING PROCEDURES
Section I
At the time of voting on any issues before the HCDAC, each member will cast one vote.
Section II
Only members or their authoized alternates who are present may vote. An alternate may only vote when serving in the absence of a member.
Section III
Except as otherwise provided herein, a motion passes only when a majority of the membership seats (5 of 9) votes in support of the motion.
In compliance with Government Code section 54953(c)(2) of the Ralph M. Brown Act, the HCDAC shall publicly report any action taken and the vote or abstention on that action of each member present for the action. Items cannot be approved by consensus.
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ARTICLE IX - GENERAL RULES OF PROCEDURE
Section I
No member or officer of the HCDAC will issue any public statement which purports to be an official opinion or stand of the HCDAC unless such statement has been authoizedby a majority vote in a meeting at which a quorum is present, subject to any applicable requirements of the Board of Supervisors' Policy Manual.
Section II
Except as provided in these bylaws or to comply with state or county law or policy, Roberts Rules of Order will be used in the conduct of all meetings.
ARTICLE X _ PUBLIC PARTICIPATION
Section I
All meetings of the HCDAC and any subcommittees subject to the Ralph M. Brown Act are open to the public.
Section II
Agenda and minutes of all meetings of the HCDAC will be made available to the public on the County of Santa Clara's website and upon request at the Office of the Clerk of the Board of Supervisors. Reports will be made available to the public at the same time they are available to the HCDAC. Copies for public review will be available in the Office of the Clerk of the Board of Supervisors located at 70 West Hedding Street, 1Oth floor, East Wing, San Jose 95110. Interested persons may request to be placed on the notification list for HCDAC minutes and agendas.
ARTICLE XI _ SUBCOMMITTEES
Section I - Creation of Subcommittees Generallv
The HCDAC may establish standing and ad hoc subcommittees, as prescribed in these bylaws and the County of Santa Clara Boards and Commissions Handbook, to assist in furthering the purposes of the HCDAC.
Any subcommittee will have the duties provided by its mandate, but will not have the power to exercise the authority of the HCDAC or to bind the HCDAC. Subcommittees report their recommendations to the full HCDAC for consideration.
Subcommittees may be composed of members from the HCDAC as well as individuals not on the HCDAC. However, a subcommittee may not include a quorum of the entire HCDAC membership.
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In creating any subcommittee, the HCDAC will:
l. Define the purpose and scope of the subcommittee's charge;
2. Identify if the subcommittee will have an ongoing role in a particular subject arealissue or if the subcommittee is being created for a limited duration to address a single issue/purpose;
3. Only set a meeting schedule if the subcommittee is to be subject to the Brown Act;
4. Define the membership of the subcommittee;
5. Document the creation of the subcommittee in the HCDAC's minutes;
6. If the subcommittee is subject to the Brown Act, immediately notify the Clerk of the Board's Records Unit; and
7. If the subcommittee is to be a standing subcommittee, update the bylaws for approval by the Board of Supervisors.
Section II - Creation of Standing Subcommittees
A standing subcommittee has a continuing subject matter it oversees or a meeting schedule fixed by formal action.
A standing subcommittee may be created following majority approval of the HCDAC and designation in the HCDAC's bylaws, approved by the Board of Supervisors. A majority is defined as a majority of the entire HCDAC membership seats.
The Chairperson of the HCDAC shall appoint a chair and members to each subcommittee subject to confirmation by the HCDAC.
All standing subcommittees are subject to the Brown Act and must be properly noticed, open to the public, and have a quorum of the subcommittee membership present to transact business.
Each standing subcommittee is required to prepare an agenda for each meeting and ensure the agenda is properly posted. Minutes (in summary form) of each subcommittee meeting shall be prepared and shall include a record of attendance of the members and the vote taken on each matter. Copies of the minutes shall be submitted to the next meeting of the subcommittee for approval.
Section III - Standine Subcommittees of the HCDAC
The HCDAC has no standing subcommittees.
Section IV - Creation of Ad Hoc Subcommittees
An ad hoc subcommittee may be established by the HCDAC, as the need arises, to carry out a specific task for a limited duration.
An ad hoc subcommittee may be created following majority approval of the HCDAC. A majority is defined as a majority of the entire HCDAC membership seats.
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The Chairperson of the HCDAC shall appoint a chair and members to each subcommittee subject to confirmation by the HCDAC.
If an ad hoc subcommittee includes as a member one or more individuals who is not a member of the HCDAC, the ad hoc subcommittee is subject to the Ralph M. Brown Act. For ad hoc subcommittees subject to the Brown Act, meetings must be properly noticed, open to the public, and have a quorum of the subcommittee membership present to transact business. Each ad hoc subcommittee that is subject to the Brown Act is required to prepare an agenda for each meeting, ensure the agenda is properly posted. Minutes (in summary form) of each subcommittee meeting shall be prepared and shall include a record of attendance of the members and the vote taken on each matter. Copies of the minutes shall be submitted to the next meeting of the subcommittee for approval.
Section V - Disbandins Ad Hoc Suhcommittees
The HCDAC shall agendize the disbanding of an ad hoc subcommittee when the subcommittee's specific task is completed. The disbanding of the ad hoc subcommittee shall be noted in the HCDAC's meeting minutes.
ARTICLE XII _ CONFLICTS OF INTEREST
Section I
Members of the HCDAC shall comply with the requirements of all applicable federal, state, and local laws and regulations relating to conflicts of interest, including, without limitation, Califomia Government Code section 1090, et seq., the California Political Reform Act (California Govemment Code section 87100 et seq.), and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations section 18700 et seq.).
Generally, if a member is disqualified from participating in a decision because of a conflict of interest, the member must (1) publicly recuse him or herself and announce the source of the conflict of interest, (2) leave the room during any discussion or deliberations on the matter in question, and (3) not participate in the decision or be counted for purposes of a quorum.
ARTICLE XIII _ TRAININGS
Section I - AB 1234 Ethics Trainine
Each member must receive training in public service ethics laws and principles within 12 months of assuming membership on HCDAC and every two years thereafter. If a member has already received the training prior to assuming mernbership, the member may submit proof of his/her last training completion. The signed certification of completion must be sent to the Clerk of the Board as soon as practicable upon completion of the training.
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Section II - AB l66L Sexual Harassment Prevention Training Each member must receive training regarding the federal and state statutory provrsrons concerning the prohibition against, and the prevention and correction of, sexual harassment and the remedies available to victims of sexual harassment in employment within six months of assuming office on HCDAC and every two years thereafter. If a member has already received the training prior to assuming membership, the member may submit proof of his/her last training completion. The certification of completion must be sent to the Clerk of the Board as soon as practicable upon completion of the training.
ARTICLE IV - APPROVAL AND AMMENDMENTS
Section I
All amendments to these bylaws must be approved by the HCDAC mernbership and the Board of Supervisors, following approval as to form and legality by County Counsel.
Approved as to Form and Legality
Lead Deputy County Counsel
Bylaws of the HCD Council Committee were approved by the Board of Supervisors on November 19,1979.
Prior amendments to bylaws approved by the Board of Supervisors:
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0s/22/07
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Utilities
Meeting Date: February 26, 2024
Staff Report: 2312-2381
TITLE
Adopt a Resolution Authorizing the City Manager or Their Designee to Execute a Third Phase Agreement with Northern California Power Agency for the Purchase of up to 2,800 Megawatt- Hours per Year of Biogas Energy from Zero Waste Energy Development Company, LLC over a Term of up to 10 Years for a Total Not to Exceed Amount of $5.7 Million; CEQA Status: Not a Project under CEQA Guidelines Section 15378(b)(5)
RECOMMENDATION
Staff recommends that the City Council adopt a Resolution (Attachment A) to:
1. Authorize the City Manager or their designee to execute a Third Phase Agreement (Exhibit A to Attachment A) with the Northern California Power Agency (NCPA) to purchase up to 2,800 MWh of renewable energy per year from an anaerobic digester biogas project owned by Zero Waste Energy Development Company, LLC (ZWED), over a period of 10 years, at a total cost not to exceed $5.7 million;
2. Authorize the City Manager or their designee to execute on behalf of the City all related documents or agreements necessary to administer the Third Phase Agreement that are consistent with the Palo Alto Municipal Code and City Council approved policies, including, but not limited to, collateral assignment agreements; and take any and all actions as are necessary or advisable to implement and administer the Third Phase Agreement;
3. Authorize the City Manager or their designee to approve and execute amendments to the Third Phase Agreement, as may be required from time to time, so long as the contract price and length of the agreement remain unchanged;
4. Waive the application of the anti-speculation requirement of Section D.1 of the City’s Energy Risk Management Policy as it may apply to surplus electricity purchases resulting from the City’s participation in the ZWED contract, due to the small size of the ZWED contract and the City’s need for the output to comply with its Senate Bill 1383 procurement requirement; and
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5. Approve the allocation of the ZWED contract’s cost between the Utilities Department and the Public Works Department such that Utilities is responsible for the share of the cost representing the value of the generic renewable energy output of the project, while Public Works is responsible for the remaining cost, reflecting the project’s value in satisfying the City’s Senate Bill (SB) 1383 compliance requirements.
EXECUTIVE SUMMARY
In response to California's ambitious SB 1383 regulations to reduce methane emissions by diverting organic waste from landfills, Palo Alto engaged with the City of Santa Clara in a joint procurement effort led by the Northern California Power Agency (NCPA) for the purchase of renewable energy from an anaerobic digester biogas project. The two cities ultimately selected the Zero Waste Energy Development Company (ZWED) to provide renewable energy derived from a 1.6 megawatt (MW) anaerobic digester facility in San Jose, the world's largest of its kind.
The facility, operational since 2015, boasts a capacity of processing up to 90,000 tons of organic waste annually. This is the same facility that processes Palo Alto’s curbside collected compostable materials.
The 10-year Power Purchase Agreement (PPA) with ZWED commits Palo Alto to a cost of $185 per megawatt-hour (MWh), escalating at up to 2% annually. While this premium price reflects the scarcity of SB 1383-compliant electricity generators in the state, the agreement incorporates a crucial provision allowing termination in the event the facility's output no longer aligns with SB 1383 requirements.
The project's impact on Palo Alto's electric portfolio is relatively modest, contributing approximately 1,330 MWh annually, constituting 0.16% of the City’s 2022 retail electricity sales.
While the project enhances the city's renewable energy portfolio and diversifies resources, Palo Alto is already on track to meet state Renewable Portfolio Standards (RPS) targets independently.
To fairly allocate costs, the contract cost is to be split between the Public Works and Utilities Departments. Utilities will shoulder expenses corresponding to the market value of renewable electricity products, estimated at $90 per MWh over the contract's duration. Public Works will assume the remaining costs, reflecting the premium paid for the contract's SB 1383 compliance value. Based on the facility’s expected level of output, the average annual cost of the contract is estimated to be $270,000 (with $120,000 being paid by Utilities and $150,000 being paid by Public Works), although this amount could be lower or higher (up to $568,000 per year total) depending on the facility’s actual energy deliveries to the City.
BACKGROUND
In September 2016, Governor Brown signed SB 1383 into law, which set methane emissions reduction targets for California in a statewide effort to reduce the emissions of short-lived climate pollutants. Landfills are the third largest source of methane in California and are responsible for 20 percent of the state’s methane emissions. When organic waste such as food Item 5
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scraps, yard trimmings, and paper products are disposed in a landfill, they decompose in the absence of oxygen (i.e., anaerobically) and create methane, a powerful greenhouse gas. SB 1383 regulations aim to reduce methane emissions by keeping organic waste out of landfills.
The regulations established targets to achieve a 50 percent reduction in the level of statewide disposal of organic waste by 2020, a 75 percent reduction in the level of statewide disposal of organic waste by 2025, and a target of at least 20 percent of currently disposed edible food to be recovered for human consumption by 2025. These goals are to be achieved through the mandated collection of organic material to be processed into recovered organic products instead of being landfilled, and the establishment of edible food recovery programs in cities throughout the State.
To provide a market for all this additional organic material, SB 1383 also established requirements that cities and counties annually procure a quantity of recovered organic waste products. CalRecycle assigns an annual procurement target to each jurisdiction based on its population. Jurisdictions can fulfill their target by procuring any combination of the following recovered organic waste products:
•Compost
•Mulch
•Renewable energy (transportation fuel, heat, or electricity) from anaerobic digestion •Electricity from biomass conversion
In November 2021, staff provided an update to Council on SB 1383 and the actions needed for Palo Alto to comply with the new regulations including the necessity to procure additional qualifying recovered organic waste products.1
ANALYSIS
SB 1383 Procurement Options
The SB 1383 regulations require that jurisdictions purchase 0.08 tons of recovered organic waste products per capita per year. Based on Palo Alto’s population, this requirement translates to an annual purchase of the equivalent of 5,360 pounds of recovered organic waste products, which is equivalent to any of the following procurement volumes (or a combination of these):
•5,360 tons of mulch;
•3,108 tons of compost;
1 Staff Report 13547: “Adoption of an Ordinance Amending Existing Palo Alto Municipal Code Chapter 5.20, Collection, Removal and Disposal of Refuse, and Adding Chapter 5.40, Edible Food Recovery, to Comply with Senate Bill 1383 (Short-Lived Climate Pollutants Reduction Strategy); Finding of Exemption from CEQA Review; Adoption of a Resolution Amending the Administrative Penalty Schedule to add the SB 1383 Requirements; and Review of Other Requirements Related to Senate Bill 1383.” https://www.cityofpaloalto.org/files/assets/public/v/7/agendas-minutes-reports/agendas-minutes/city-council- agendas-minutes/2021/11-november/20211101pccs-amended.pdf Item 5
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•1,297 MWh of electricity derived from renewable gas;
•3,484 MWh of electricity derived from biomass conversion; or •112,560 diesel gallon equivalents of renewable gas in the form of transportation fuel.
The required volumes of compost and mulch would far exceed the City’s need for such material.
Staff also concluded that transportation fuel from renewable gas is very expensive and difficult to procure, so staff focused on the procurement of electricity from renewable gas (i.e., anaerobic digestion) or biomass conversion as the most efficient and economical methods of compliance with the SB 1383 regulations. However, given that the City’s procurement requirement for such electricity is relatively small (compared to the output of a typical anaerobic digester or biomass generator), staff worked with the City of Santa Clara (which has a procurement requirement roughly twice as large as Palo Alto’s, and like the City also operates its own municipal electric utility) on a joint procurement effort.
In April 2022, the Northern California Power Agency (NCPA)2 issued a Request for Proposals (RFP) on behalf of the Cities of Palo Alto and Santa Clara for electricity supply from a renewable energy generator that would satisfy the SB 1383 procurement requirements of the two cities. Staff from the two cities agreed to split the output of the eventual project in proportion to their populations, with Palo Alto receiving one-third of the total output and Santa Clara receiving the rest.
ZWED Contract Summary
In response to its RFP, NCPA received two proposals; however only one was deemed responsive, from the Zero Waste Energy Development Company (ZWED). The ZWED proposal is for the output of a 1.6 MW generator that uses renewable gas produced by a dry fermentation anaerobic digester facility located in San Jose. The facility can process up to 90,000 tons per year of organic waste, making it the largest such anaerobic digester in the world.
The ZWED project’s total annual production is estimated to be approximately 4,000 MWh (net of on-site usage by the facility), although this amount is dependent on the availability of feedstock and so can vary significantly from year to year. The total spending authority requested by staff ($5.7 million over 10 years) is based on an estimate of the maximum output volume the ZWED facility could feasibly produce, which NCPA would have to purchase on Palo Alto’s and Santa Clara’s behalf (about 8,000 MWh per year). The expected actual level of the facility’s output is a little less than half this volume, so the total expected cost of this contract is about $2.7 million. 2 NCPA is a not-for-profit Joint Powers Agency whose membership includes municipalities, a rural electric cooperative, and other publicly owned entities, including the City of Palo Alto and the City of Santa Clara. The mission of NCPA is to provide members cost effective wholesale power, energy-related services, and advocacy on behalf of public power consumers through joint action.
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The facility began commercial operations in 2015, and it is currently under contract with PG&E.
The facility’s output qualifies as Renewable Portfolio Standard (RPS)-eligible, and the City will receive Portfolio Content Category (PCC) 1 (or “Bucket 1”) Renewable Energy Credits (RECs) as well as Resource Adequacy (RA) capacity along with the actual electricity from the project. The ZWED PPA has a contract term of 10 years and a contract price of $185 per MWh (escalating at up to 2% per year). This contract price is quite high compared to prices for typical renewable energy generators, with this premium reflecting the fact that it is one of the only electric generators in the state whose output satisfies SB 1383’s procurement requirements.
Contract Structure
Over the course of 2022 and 2023, NCPA staff led the PPA negotiations with ZWED for renewable energy from ZWED’s anaerobic digester facility on behalf of Palo Alto and Santa Clara. To enable NCPA to enter into the PPA with ZWED, the two cities must each execute a Third Phase Agreement with NCPA, which specifies the rights and obligations of NCPA and the cities regarding governance and administration of the PPA. The Third Phase Agreement also obligates the participating members to pay their assigned contract percentage share of all project costs (outlined in Exhibit A of the attached Third Phase Agreement), including but not limited to administrative services costs, scheduling coordination costs, and all other costs related to the PPA.
Risk Management Assessment
Given that this project is an existing power plant, there is no development risk, and instead only operational risk. There are some unique operational risks associated with running an anaerobic digester power plant such as the quality of the intake materials affecting the power produced, but ZWED has a strong track record of managing their facilities to reliably produce power over the term of the agreement.
Given the high price of this contract and the fact that the City’s sole reason for entering into this agreement is to satisfy its SB 1383 procurement requirements, the largest source of risk associated with this PPA is “regulatory risk” – i.e., the risk that the facility’s output will at some point no longer qualify as SB 1383-compliant and therefore the City would be paying a high price for energy with negligible compliance value. To address this risk, NCPA negotiated the inclusion of a provision in the PPA (Section 6.8(b)) that allows it to terminate the agreement in that situation, in its sole discretion and without penalty.
Finally, and perhaps most importantly, under the terms of the proposed PPA the City is not at risk for paying for output that is not delivered. As with all of the City’s PPAs, the City will make no payments under the PPA until energy from the project is delivered.
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Electric Portfolio Impact
The City’s proposed share of the ZWED project’s output is estimated to be about 1,330 MWh per year, which is equivalent to just 0.16% of Palo Alto’s 2022 retail energy sales. Thus, while the project will increase and further diversify Palo Alto’s renewable energy portfolio in accordance with the City’s adopted Integrated Resource Plan and RPS Procurement Plan, the magnitude of the impact will be quite small. The City is already on track to meet state RPS targets without the ZWED PPA, so this is not a driving factor for this agreement, but it would slightly increase the amount of Bucket 1 RECs the City is able to swap for lower-cost Bucket 3 RECs under the REC Exchange Program.
In addition to the project’s renewable energy output, the facility also qualifies as providing a small amount of local RA capacity to the grid. And although the City’s electric portfolio does have a significant need for additional local RA capacity to satisfy the state’s RA compliance requirements, Palo Alto’s share of local RA from the ZWED project would amount to only about
0.3 MW, which represents a very small share of its overall local RA requirement level (about 100 MW).
Contract Cost Allocation
The two primary benefits of the ZWED contract are: (1) it will enable the City to comply with the SB 1383 procurement requirement, and (2) it provides the City with renewable electricity and local RA capacity. Given these very different types of benefits, staff determined that the cost of the contract should be split between the Public Works Department and the Utilities Department.
Utilities will be allocated the portion of the cost, a maximum of $252,288 annually, that is reflective of the market value of the renewable electricity products the City receives – which staff estimates to be $90 per MWh 3 over the duration of the 10-year contract – while Public Works will be allocated the remaining costs. The Public Works share of the total cost (estimated at 56% of the total over the contract term, a maximum of $367,477 annually) reflects the price premium the City will be paying for the contract’s SB 1383 compliance value.
NEXT STEPS
Attorneys from NCPA, Palo Alto, and Santa Clara have reviewed and approved the Power Purchase Agreement between NCPA and ZWED, as well as the Third Phase Agreement for the PPA with ZWED. And the NCPA Commission approved both agreements at its November 30, 2023 meeting. After both cities approve the Third Phase Agreement, NCPA will execute the PPA with ZWED, and ZWED will take the steps necessary to exit its contract with PG&E. The PPA between NCPA and ZWED includes a provision (Section 2.2(b)) that allows either party to terminate the 3 This electric output value estimate is based on the assumption that over the 10-year contract term the value of the “baseload” electricity will be $55 per MWh, the value of the Bucket 1 RECs will be $25 per MWh, and the value of the RA capacity will be $10 per MWh.
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agreement without penalty if ZWED has not terminated its PG&E contract and begun delivering energy to NCPA within 18 months of the PPA’s execution.
FISCAL/RESOURCE IMPACT
If Council approves the execution of this Third Phase Agreement with NCPA, the City will purchase up to 28,000 MWh for a total not-to-exceed amount of $5.68 million over the course of the 10- year contract term (up to $620,000 per year). These values are considered upper limits on the output the facility could potentially generate; the actual output the City expects to purchase under this agreement over the contract term is estimated to be 13,300 MWh at a total cost of $2.70 million over the 10-year contract term. Funding for the purchase of the renewable energy will be included in the Electric Utility Fund beginning in FY 2025. Public Works’ portion is included in the Refuse Fund operating budget. In June 2022, as part of the City’s operating budget4, Council approved additional funding in the Refuse Fund for this purpose, and therefore additional funding is not necessary in FY 2025. Table 1 below is a summary of the annual maximum and the expected contract costs.
Table 1: ZWED Project Annual Output & Cost Summary
Annual Output
(MWh)
Annual
Cost ($)
Utilities Cost
Share ($)
Public Works
Cost Share ($)
Maximum
Output 2,803 $619,765 $252,288 $367,477
Expected
Output 1,332 $294,389 $119,837 $174,552
POLICY IMPACT
Approval of the proposed Third Phase Agreement will enable the City to become one of the first jurisdictions in the state to comply with the SB 1383 procurement requirement. The agreement is also in conformance with the City’s Sustainability and Climate Action Plan (S/CAP), Integrated Resource Plan, Carbon Neutral Plan, and RPS Procurement Plan, specifically the City’s Renewable Portfolio Standard to meet at least 60% of the City’s electric sales from renewable energy.
STAKEHOLDER ENGAGEMENT
The requirements for complying with SB 1383 are mandated by the State of California and are being incorporated into the City’s policies. Staff is conducting outreach and education to inform the community, edible food generators, food recovery organizations, and self-haulers as well as some businesses that may need to adjust their service to be compliant with SB 1383 requirements. The outreach includes direct mail to specific stakeholders, Utilities bill inserts, site 4 City of Palo Alto Fiscal Year 2023 Adopted Operating Budget:
https://www.cityofpaloalto.org/files/assets/public/v/1/administrative-services/city-budgets/fy-2023-city- budget/adopted-fy23/operating-budget_final-4.pdf
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visits, social media posts, E-news, newsletter articles, and updating older education pieces such as signs and posters and adding translations. Additionally, a new webpage with SB 1383 information was created and added to the Zero Waste website at www.cityofpaloalto.org/sb1383regulations.
ENVIRONMENTAL REVIEW
On December 22, 2011, the City of San Jose approved a special permit and a mitigated negative declaration for the ZWEDC power plant. The City Council’s approval of this Third Phase Agreement does not require any change to the facility or its operations, and there are no substantial changes to the project or new information of substantial importance which will require subsequent or supplemental environmental review under the California Environmental Quality Act (“CEQA”). As such, the City Council’s approval of this Third Phase Agreement does not meet the definition of a project under the CEQA, pursuant to Public Resources Code Section 21065 and CEQA Guidelines 15378(b)(5), because this activity would not result in a reasonably foreseeable direct or indirect change in the environment.
ATTACHMENTS
Attachment A: Resolution Approving ZWED Project Third Phase Agreement with NCPA Attachment B: Exhibit A to Resolution Approving ZWED Project Third Phase Agreement with NCPA
APPROVED BY:
Dean Batchelor, Director Utilities
Staff: James Stack, PhD, Senior Resource Planner
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Attachment A
* NOT YET APPROVED *
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Resolution No. _________
Resolution of the Council of the City of Palo Alto Authorizing the City Manager or Their Designee to Execute a Third Phase Agreement with Northern California Power Agency for the Purchase of up to 2,800 Megawatt-Hours per Year of Biogas Energy from Zero Waste Energy Development Company, LLC over a Term of up to 10 Years for a Total Not to Exceed Amount of $5.7 Million, and to Execute All Documents Necessary to Administer the Third Phase Agreement, and Approving the Allocation of the Contract’s Cost between the Utilities Department and the Public Works Department
R E C I T A L S
A. In September 2016, Governor Brown signed SB 1383 into law, establishing methane emissions reduction targets for California in a statewide effort to reduce the emissions of short-lived climate pollutants.
B. SB 1383 established targets to achieve a 50 percent reduction in the level of statewide disposal of organic waste by 2020, a 75 percent reduction in the level of statewide disposal of organic waste by 2025, and a target of at least 20 percent of currently disposed edible food to be recovered for human consumption by 2025.
C. The SB 1383 regulations require that jurisdictions purchase 0.08 tons of recovered organic waste products per capita per year. Based on Palo Alto’s population, this requirement translates to an annual purchase of the equivalent of 5,360 pounds of recovered organic waste products, in the form of mulch, compost, electricity derived from renewable gas, electricity derived from biomass conversion, or renewable gas in the form of transportation fuel.
D. City staff determined that procurement of electricity from renewable gas or biomass conversion are the most efficient and economical methods of compliance with the SB 1383 regulations, and decided to work with staff from the City of Santa Clara on a joint procurement effort.
E. The Cities of Palo Alto and Santa Clara are both members of the Northern California Power Agency (NCPA), which in April 2022 issued a Request for Proposals (RFP) on behalf of the two cities for electricity supply from a renewable energy generator that would satisfy the SB 1383 procurement requirements of the two cities. Through this RFP the cities selected a proposal from the Zero Waste Energy Development Company, LLC (ZWED) for the output of a 1.6 megawatt (MW) generator that uses renewable gas produced by a dry fermentation anaerobic digester facility located in San Jose.
F. To carry out this transaction, NCPA will enter into a Power Purchase Agreement (PPA) with ZWED on behalf of the two cities, while the cities must each execute a Third Phase Item 5
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Agreement with NCPA, which specifies the rights and obligations of NCPA and the cities regarding governance and administration of the PPA. The Third Phase Agreement also obligates the participating members to pay their assigned contract percentage share of all project costs, including but not limited to administrative services costs, scheduling coordination costs, and all other costs related to the PPA.
G. Attorneys from NCPA, Palo Alto, and Santa Clara have reviewed and approved the Power Purchase Agreement between NCPA and ZWED, as well as the Third Phase Agreement for the PPA with ZWED. The NCPA Commission approved both agreements at its November 30, 2023 meeting.
The Council of the City of Palo Alto does hereby RESOLVE as follows:
SECTION 1. The Council hereby authorizes the City Manager, or their designee, to execute a Third Phase Agreement (Exhibit A) with NCPA to purchase up to 2,800 MWh of renewable energy per year from an anaerobic digester biogas project owned by ZWED, over a period of 10 years, at a total cost not to exceed $5.7 million.
SECTION 2. The Council hereby authorizes the City Manager or their designee to execute on behalf of the City all related documents or agreements necessary to administer the Third Phase Agreement that are consistent with the Palo Alto Municipal Code and City Council approved policies, including, but not limited to, collateral assignment agreements; and take any and all actions as are necessary or advisable to implement and administer the Third Phase Agreement.
SECTION 3. The Council hereby authorizes the City Manager or their designee to approve and execute amendments to the Third Phase Agreement, as may be required from time to time, so long as the contract price and length of the agreement remain unchanged.
SECTION 4. The Council hereby waives the application of the anti-speculation requirement of Section D.1 of the City’s Energy Risk Management Policy as it may apply to surplus electricity purchases resulting from the City’s participation in the ZWED contract, due to the small size of the ZWED contract and the City’s need for the output to comply with its Senate Bill 1383 procurement requirement.
SECTION 5. The Council hereby approves the allocation of the ZWED contract’s cost between the Utilities Department and the Public Works Department such that Utilities is responsible for the share of the cost representing the value of the generic renewable energy output of the project, while Public Works is responsible for the remaining cost, reflecting the project’s value in satisfying the City’s Senate Bill (SB) 1383 compliance requirements.
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SECTION 6. On December 22, 2011, the City of San Jose approved a special permit and a mitigated negative declaration for the ZWEDC power plant. The City Council’s approval of this Third Phase Agreement does not require any change to the facility or its operations, and there are no substantial changes to the project or new information of substantial importance which will require subsequent or supplemental environmental review under the California Environmental Quality Act (“CEQA”). As such, the City Council’s approval of this Third Phase Agreement does not meet the definition of a project under the CEQA, pursuant to Public Resources Code Section 21065 and CEQA Guidelines 15378(b)(5), because this activity would not result in a reasonably foreseeable direct or indirect change in the environment.
INTRODUCED AND PASSED:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
ATTEST:
___________________________ ___________________________ City Clerk Mayor
APPROVED AS TO FORM: APPROVED:
___________________________ ___________________________ Assistant City Attorney City Manager
___________________________
Director of Utilities
___________________________
Director of Administrative Services
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THIRD PHASE AGREEMENT
FOR
POWER PURCHASE AGREEMENT
WITH
ZERO WASTE ENERGY DEVELOPMENT COMPANY, LLC
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i
THIRD PHASE AGREEMENT FOR PPA WITH ZWEDC
TABLE OF CONTENTS
Section 1. Definitions .................................................................................................... 3 Section 2. Purpose ......................................................................................................... 9 Section 3. Sale and Purchase of Product .................................................................... 9 Section 4. Billing and Payments ................................................................................ 10 Section 5. Security Deposit Administration............................................................. 13 Section 6. Cooperation and Further Assurances ..................................................... 18 Section 7. Participant Covenants and Defaults ....................................................... 18 Section 8. Administration of Agreement ................................................................. 22 Section 9. Transfer of Rights by Participants ........................................................... 23 Section 10. Term and Termination .............................................................................. 24 Section 11. Withdrawal of Participants ...................................................................... 24 Section 12. Settlement of Disputes and Arbitration ................................................. 25 Section 13. Miscellaneous ............................................................................................. 25 EXHIBIT A. Project Participation Percenages ............................................................ 35 EXHIBIT B. PPA .............................................................................................................. 36
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1 THIRD PHASE AGREEMENT FOR PPA WITH ZWEDC
This THIRD PHASE AGREEMENT (“this Agreement”) is dated as of ______________, 20__ by and among the Northern California Power Agency, a joint powers agency of the State of California (“NCPA”), and the signatories to this Agreement other than NCPA (“Participants”). NCPA and the Participants are referred to herein individually as a “Party” and collectively as the “Parties”.
RECITALS
A. NCPA has heretofore been duly established as a public agency pursuant to the Joint Exercise of Powers Act of the Government Code of the State of California and, among other things, is authorized to acquire, construct, finance, and operate buildings, works, facilities, and improvements for the generation and transmission of electric capacity and energy for resale.
B. Each of the Participants is a signatory to the Joint Powers Agreement which created NCPA and therefore is a Member.
C. Each of the Participants to this Agreement have executed the Amended and Restated Facilities Agreement, dated October 1, 2014, which establishes the framework under which Project Agreements are created for the development, design, financing, construction, and operation of specific NCPA Projects.
D. The Participants desire NCPA to enter into a Power Purchase Agreement (“PPA”) with Zero Waste Energy Development Company, LLD (“ZWEDC” or “Seller”), to Item 5
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2 THIRD PHASE AGREEMENT FOR PPA WITH ZWEDC
purchase electric capacity and energy produced by the Project for the benefit of the Participants’ customers.
E. Each Participant is authorized by its Constitutive Documents to obtain electric capacity and energy for its present or future requirements, through contracts with NCPA or otherwise.
F. To enable NCPA to enter into the PPA on behalf of the Participants, pursuant to the terms and conditions of the Amended and Restated Facilities Agreement, NCPA and the Participants wish to enter into this Agreement to provide all means necessary for NCPA to fulfill obligations incurred on behalf of NCPA and the Participants pursuant to the PPA, and to enable and obligate the Participants to take delivery of and pay for such electric capacity and energy and to pay NCPA for all costs it incurs for undertaking the foregoing activities.
G. Upon full execution of this Agreement, NCPA will enter into the PPA on behalf of the Participants, and such PPA shall be deemed a NCPA Project by the Commission.
H. Each of the Parties intends to observe the provisions of this Agreement in good faith and shall cooperate with all other Parties in order to achieve the full benefits of joint action.
I. The Parties desire to equitably allocate costs of NCPA’s provision of services under this Agreement among the Participants.
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J. The Participants further desire, insofar as possible, to insulate other Members who are not Participants, from risks inherent in the services and transactions undertaken on behalf of the Participants pursuant to this Agreement.
NOW, THEREFORE, the Parties agree as follows:
Section 1. Definitions.
1.1 Definitions. Whenever used in this Agreement (including the Recitals hereto), the following terms shall have the following respective meanings, provided, capitalized terms used in this Agreement (including the Recitals hereto) that are not defined in Section 1 of this Agreement shall have the meaning indicated in Section 1 of the Power Management and Administrative Services Agreement, dated October 1, 2014:
1.1.1 “Administrative Services Costs” means that portion of the NCPA administrative, general and occupancy costs and expenses, including those costs and expenses associated with the operations, direction and supervision of the general affairs and activities of NCPA, general management, treasury operations, accounting, budgeting, payroll, human resources, information technology, facilities management, salaries and wages (including retirement benefits) of employees, facility operation and maintenance costs, taxes and payments in lieu of taxes (if any), insurance premiums, fees for legal, engineering, financial and other services, power management services, general settlement and billing services and general risk management costs, that are charged directly or apportioned to the provision of services under this Agreement.
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Administrative Services Costs as separately defined herein and used in the context of this Agreement is different and distinct from the term Administrative Services Costs as defined in Section 1 of the Power Management and Administrative Services Agreement.
1.1.2 “Agreement” means this Third Phase Agreement, including all Exhibits attached hereto.
1.1.3 “CAISO” means the California Independent System Operator Corporation, or its functional successor.
1.1.4 “CAISO Tariff” means the duly authorized tariff, rules, protocols and other requirements of the ISO, as amended from time to time.
1.1.5 "Capacity Rights” is defined in the PPA, Section 1.1; “Capacity Rights” and that definition is hereby incorporated by reference.
1.1.6 “Constitutive Documents” means, with respect to NCPA, the Joint Powers Agreement and any resolutions or bylaws adopted thereunder with respect to the governance of NCPA, and with respect to each Participant, the California Government Code and other statutory provisions applicable to such Participant, any applicable agreements, charters, contracts, or other documents concerning the formation, operation or decision making of such Participant, including, if applicable, its city charter, and any codes, ordinances, bylaws, and resolutions adopted by such Participant’s governing body.
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1.1.7 “Defaulting Participant” has the meaning set forth in Section 7.2.
1.1.8 “Energy” means electric energy expressed in units of kWh or MWh.
1.1.9 “Environmental Attributes" is defined in the PPA, Section 1.1; “Environmental Attributes” and that definition is hereby incorporated by reference.
1.1.10 “Event of Default” has the meaning set forth in Section 7.2.
1.1.11 RESERVED.
1.1.12 RESERVED.
1.1.13 “General Operating Reserve” means the NCPA General Operating Reserve created through resolution of the Commission, as the same may be amended from time to time.
1.1.14 “KWh” means kilowatt hour.
1.1.15 “MW” means megawatt.
1.1.16 “MWh” means megawatt hour.
1.1.17 “NCPA” has the meaning set forth in the recitals hereto.
1.1.18 “Participant” has the meaning set forth in the recitals of this Agreement.
1.1.19 “Power Management and Administrative Services Agreement” means the NCPA Power Management and Administrative Services Agreement, dated Item 5
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as of October 1, 2014 between NCPA and the Members who are signatories to that agreement by which NCPA provides Power Management and Administrative Services.
1.1.20 “Product” is defined in the PPA, Section 1.1; “Products” and that definition is hereby incorporated by reference.
1.1.21 “Project” or “PPA” means the Power Purchase Agreement, dated as of ____________, 20__ between NCPA and Seller, under which NCPA, on behalf of the Participants, purchases Product from the Zero Waste Energy Development Company, LLC Facility located in San Jose, California, consisting of one existing renewable biomass fuel generating plant. Upon final execution of the PPA, the Project shall be deemed a NCPA Project in accordance with the Amended and Restated Facilities Agreement. The PPA has been attached to this Agreement as Exhibit B.
1.1.22 “Project Costs” means all costs charged to and paid by NCPA pursuant to the PPA.
1.1.23 “Party” or “Parties” has the meaning set forth in the preamble hereto; provided that “Third Parties” are entities that are not Party to this Agreement.
1.1.24 “REC” or “Renewable Energy Certificate” means a certificate of renewable energy generation from units that register in the WREGIS system, or other commonly accepted renewable energy generation tracking system or program, which can be used to verify compliance with state and provincial requirements such as RPS.
1.1.25 RESERVED.
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1.1.26 RESERVED.
1.1.27 “Revenue” means , with respect to each Participant, all income, rents, rates, fees, charges, and other moneys derived by the Participant from the ownership or operation of its Electric System, including, without limiting the generality of the foregoing: (a) all income, rents, rates, fees, charges or other moneys derived from the sale, furnishing and supplying of electric capacity and energy and other services, facilities, and commodities sold, furnished, or supplied through the facilities of its Electric System; (b) the earnings on and income derived from the investment of such income, rents, rates, fees, charges or other moneys to the extent that the use of such earnings and income is limited by or pursuant to law to its Electric System; (c) the proceeds derived by the Participant directly or indirectly from the sale, lease or other disposition of all or a part of the Electric System; and (d) the proceeds derived by Participant directly or indirectly from the consignment and sale of freely allocated greenhouse gas compliance instruments into periodic auctions administered by the State of California under the California Cap-and-Trade Program, provided that such proceeds are a permitted use of auction proceeds, but the term Revenues shall not include (i) customers' deposits or any other deposits subject to refund until such deposits have become the property of the Participant or (ii) contributions from customers for the payment of costs of construction of facilities to serve them.
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1.1.28 “RPS” or “Renewable Portfolio Standard Program” means the State of California Renewable Portfolio Standard Program, as codified at California Public Utilities Code Section 399.11, et seq.
1.1.29 “Scheduling Protocols” means the applicable provisions of the Amended and Restated Scheduling Coordination Program Agreement, and any other contractual or other arrangements between NCPA and the Participants concerning the scheduling, delivery and metering of the PPA.
1.1.30 “Security Deposit” means the account established by NCPA and funded by the Participants in accordance with Section 5, the funds of which are available for use by NCPA in accordance with the terms and conditions hereof.
1.1.31 “Seller” means Zero Waste Energy Development Company, LLC, as set forth in recital D of this Agreement, or as otherwise set forth in the PPA.
1.1.32 “Term” has the meaning set forth in Section 10.
1.1.33 “Third Party” means an entity (including a Member) that is not Party to this Agreement
1.1.34 “WREGIS” means Western Renewable Energy Generation Information System, or its functional successor.
1.2 Rules of Interpretation. As used in this Agreement (including the Recitals hereto), unless in any such case the context requires otherwise: The terms “herein,” “hereto,” “herewith” and “hereof” are references to this Agreement taken as a whole and Item 5
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not to any particular provision; the term “include,” “includes” or “including” shall mean “including, for example and without limitation;” and references to a “Section,” “subsection,” “clause,” “Appendix”, “Schedule”, or “Exhibit” shall mean a Section, subsection, clause, Appendix, Schedule or Exhibit of this Agreement, as the case may be.
All references to a given agreement, instrument, tariff or other document, or law, regulation or ordinance shall be a reference to that agreement, instrument, tariff or other document, or law, regulation or ordinance as such now exists and as may be amended from time to time, or its successor. A reference to a “person” includes any individual, partnership, firm, company, corporation, joint venture, trust, association, organization or other entity, in each case whether or not having a separate legal personality and includes its successors and permitted assigns. A reference to a “day” shall mean a Calendar Day unless otherwise specified. The singular shall include the plural and the masculine shall include the feminine, and vice versa.
Section 2. Purpose. The purpose of this Agreement is to: (i) set forth the terms and conditions under which NCPA shall enter into the PPA on behalf of the Participants, (ii) authorize NCPA, acting on behalf of the Participants, to engage in all activities related to that basic purpose, and (iii) specify the rights and obligations of NCPA and the Participants with respect to the PPA.
Section 3. Sale and Purchase of Product. By executing this Agreement, each Participant acknowledges and agrees to be bound by the terms and conditions of the Item 5
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Agreement, and that the Agreement is written as a “take-or-pay” agreement. Any Product delivered to NCPA under the PPA shall be delivered to each Participant in proportion to such Participant’s Project Participation Percentage as set forth in Exhibit A, and each Participant shall accept and pay for its respective percentage of such Product. To the extent a Participant is unable to accept such deliveries in full, NCPA shall dispose of such surplus in its sole discretion, in such a manner to attempt to maximize Participant value and that Participant shall reimburse to NCPA any costs incurred by NCPA in doing so.
Notwithstanding the above, NCPA may allocate Product procured through the PPA among the Participants in such percentages as NCPA may, in its reasonable discretion, determine are necessary, desirable, or appropriate, in order to accommodate Participant transfer rights pursuant to Section 9.
3.1 Scheduling. Product delivered from Seller shall be scheduled for and to the Participants in accordance with Scheduling Protocols, and the terms and conditions of the PPA.
Section 4. Billing and Payments
4.1 Participant Payment Obligations. Each Participant agrees to pay to NCPA each month its respective portion of the Project Costs, Administrative Services Costs, scheduling coordination costs, and all other costs for services provided in accordance with this Agreement and the Amended and Restated Facilities Agreement. In addition to the aforementioned monthly payment obligations, each Participant is obligated to fund: (i) Item 5
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any and all required Security Deposits calculated in accordance with Section 5, and (ii) any working capital requirements for the Project maintained by NCPA as determined, collected and set forth in the Annual Budget.
4.2 Invoices. NCPA will issue an invoice to each Participant for its share of Project Costs, Administrative Services Costs, scheduling coordination costs, and all other costs for services provided in accordance with this Agreement and the Amended and Restated Facilities Agreement. Such invoice may be either the All Resources Bill or separate special invoice, as determined by NCPA. At NCPA’s discretion, invoices may be issued to Participants using electronic media or physical distribution.
4.3 Payment of Invoices. All invoices delivered by NCPA (including the All Resources Bill) are due and payable thirty (30) Calendar Days after the date thereof; provided, however, that any amount due on a day other than a Business Day may be paid on the following Business Day.
4.4 Late Payments. Any amount due and not paid by a Participant in accordance with Section 4.3 shall be considered late and bear interest computed on a daily basis until paid at the lesser of (i) the per annum prime rate (or reference rate) of the Bank of America NT&SA then in effect, plus two percent (2%) or (ii) the maximum rate permitted by law.
4.5 Billing Disputes. A Participant may dispute the accuracy of any invoice issued by NCPA under this Agreement by submitting a written dispute to NCPA, within thirty (30) Calendar Days after the date of such invoice; nonetheless the Participant shall Item 5
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pay the full amount billed when due. If a Participant does not timely question or dispute the accuracy of any invoice in writing, then the invoice shall be deemed to be correct.
Upon review of a submitted dispute, if an invoice is determined by NCPA to be incorrect, then NCPA shall issue a corrected invoice and refund any amounts that may be due to the Participant. If NCPA and the Participant fail to agree on the accuracy of an invoice within thirty (30) Calendar Days after the Participant has disputed it, then the General Manager shall promptly submit the dispute to the Commission for resolution. If the Commission and the Participant fail to agree on the accuracy of a disputed invoice within sixty (60) Calendar Days after its submission to the Commission, then the dispute may then be resolved under the mediation and arbitration procedures set forth in Section 12 of this Agreement; provided, however, that prior to resorting to either mediation or arbitration proceedings, the full amount of the disputed invoice must be paid by the Participant.
4.6 Billing/Settlement Data and Examination of Books and Records.
4.6.1 Settlement Data. NCPA shall make billing and settlement data available to the Participants in the All Resources Bill, or other invoice, or upon request.
NCPA may also, at its sole discretion, make billing and settlement support information available to Participants using electronic media (e.g. electronic data portal).
Procedures and formats for the provision of such electronic data submission may be established by the Commission from time to time. Without limiting the generality of the foregoing, NCPA may, in its reasonable discretion, require the Participants to Item 5
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execute a non-disclosure agreement prior to providing access to the NCPA electronic data portal.
4.6.2 Examination of Books and Records. Any Participant to this Agreement shall have the right to examine the books and records created and maintained by NCPA pursuant to this Agreement at any reasonable, mutually agreed upon time.
Section 5. Security Deposit Administration
5.1 Security Deposit Requirements. Each Participant agrees that any funds deposited at NCPA to satisfy Participant’s Security Deposit requirements pursuant to this Agreement shall be irrevocably committed and held by NCPA in the General Operating Reserve, and that such funds may be used by NCPA in accordance with Section 5.1.3.
Each Participant’s Security Deposit will be accounted separately from and in addition to any other security accounts or deposits maintained pursuant to any other agreement between NCPA and the Participant, or any other such security account or deposits required of Members. In connection with fulfilling the Security Deposit requirements of this Agreement, Participant may elect to use its uncommitted funds held in the General Operating Reserve to satisfy in whole or in part its Security Deposit required under Section 5. If Participant chooses to satisfy in whole or in part its security requirements using its uncommitted funds held in the General Operating Reserve, then Participant is required to execute and deliver to NCPA an Irrevocable Letter of Direction, directing Item 5
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NCPA to utilize Participant’s uncommitted General Operating Reserve funds for such purposes, and the designated funds will thereafter be irrevocably committed and held by NCPA to satisfy the requirements of this Agreement.
5.1.1 Initial Amounts. Each Participant shall insure that sufficient Security Deposit funds have been deposited with and are held by NCPA equal to no more than the highest three (3) months of estimated Project Costs, as estimated by NCPA. Such Security Deposit requirement may be satisfied by Participant in whole or part either in cash, through irrevocable commitment of its uncommitted funds held in the General Operating Reserve in accordance with Section 5.1, or through a clean, irrevocable letter of credit satisfactory to NCPA’s General Manager.
5.1.2 Subsequent Deposits. Periodically, and at least quarterly, NCPA shall review and revise its estimate of Project Costs for which Participant shall be obligated to pay under this Agreement. Following such review, NCPA shall determine whether each Participant has a sufficient Security Deposit balance at NCPA. To the extent that any Participant’s Security Deposit balance is greater than one hundred and ten percent (110%) of the amount required herein, NCPA shall credit such amount as soon as practicable to the Participant’s next following All Resources Bill, or by separate special invoice. To the extent that any Participant’s Security Deposit balance is less than ninety percent (90%) of the amount required herein, NCPA shall add such amount as soon as practicable to such Participant’s next All Resources Bill, or as necessary, to a Item 5
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special invoice to be paid by Participant upon receipt. Credits or additions shall not be made to Participants who satisfy these Security Deposit requirements in whole through the use of a letter of credit; provided, that the amount of the letter of credit shall be adjusted, as required from time to time, in a like manner to assure an amount equal to the highest three (3) months of estimated Project Costs is available to NCPA.
5.1.3 Use of Security Deposit Funds. NCPA may use any and all Security Deposit funds held by NCPA (or utilize a letter of credit provided in lieu thereof) to pay any costs it incurs hereunder, including making payments to Seller, without regard to any individual Participant’s Security Deposit balance or proportionate share of Project Costs, and irrespective of whether NCPA has issued an All Resources Bill or special invoice for such costs to the Participants or whether a Participant has made timely payments of All Resources Bills or special invoices.
Should Participant have satisfied its Security Deposit requirements in whole or part through a letter of credit, NCPA may draw on such letter of credit to satisfy Participant’s obligations hereunder at NCPA’s sole discretion. Notwithstanding the foregoing, if any Participant fails to pay any costs incurred by NCPA pursuant to this Agreement, NCPA shall first use that non-paying Participant’s Security Deposit and shall not use any other Participants’ Security Deposit until such non-paying Participant’s Security Deposit has been exhausted.
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5.1.4 Accounting. If Security Deposit funds or a letter of credit are used by NCPA to pay any costs it incurs hereunder as described in Section 5.1.3, then NCPA will maintain a detailed accounting of each Participant’s shares of funds withdrawn, and upon the collection of all or a part of such withdrawn funds, NCPA will credit back to each non-defaulting Participant the funds collected in proportion to such non- defaulting Participant’s share of funds initially withdrawn.
5.1.5 Emergency Additions. In the event that funds are withdrawn pursuant to Section 5.1.3, or if the Security Deposit held by NCPA is otherwise insufficient to allow for NCPA to pay any invoice, demand, request for further assurances by Seller, or claims, NCPA shall notify all Participants of the deficiency. In conjunction with such notice, NCPA shall send a special or emergency assessment invoice to the Participant or Participants that caused or are otherwise responsible for the deficiency. Each Participant of such an invoice shall pay to NCPA such assessment when and if assessed by NCPA within two (2) Business Days of the invoice date of the assessment, or shall consent to and direct NCPA to draw on any existing letter of credit Participant has established for such purposes. In the event that the Participant or Participants that caused or are otherwise responsible for the deficiency cannot, does not or will not pay to NCPA the special or emergency assessment within two (2) Business Days after the invoice date, NCPA shall immediately submit a special or emergency invoice to all remaining Participants, and such remaining Participants shall Item 5
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pay to NCPA such assessment within two (2) Business Days after the invoice date of the assessment, or shall consent to and direct NCPA to draw on any existing letter of credit that Participant has established for such purposes.
5.1.6 Security Deposit Interest. NCPA shall maintain a detailed accounting of each Participant’s Security Deposits, and withdrawals of such funds, held by NCPA. Security Deposits held by NCPA shall be invested by NCPA in accordance with the General Operating Reserve policies and investment policies adopted by the NCPA Commission. Interest earned on the Security Deposit funds shall be proportionately credited to the Participants in accordance with their weighted average balances held therein. Any Security Deposit losses caused by early termination of investments shall be allocated among the Participants in accordance with the General Operating Reserve provisions and guidelines approved by the Commission, as the same may be amended from time to time; provided, however, to the extent that either the General Operating Reserve provisions and guidelines do not apply or the Security Deposit is not adequate to cover the losses, then such losses shall be allocated among the Participants in accordance with their proportionate Security Deposit balances.
5.1.7 Return of Funds. Upon termination or a permitted withdrawal of a Participant in accordance with this Agreement, the affected Participant may apply to NCPA for the return of their share of Security Deposit funds ninety (90) days after the Item 5
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effective date of such termination or withdrawal. However, NCPA shall, in its sole but reasonable discretion, as determined by the NCPA General Manager, estimate the then outstanding liabilities of the Participant, including any estimated contingent liabilities and shall retain all such funds, if any, until all such liabilities have been fully paid or otherwise satisfied in full. After all such liabilities have been satisfied in full, as determined by NCPA’s General Manager, any remaining balance of the Participant’s share of the Security Deposit will be refunded to the Participant within sixty (60) days thereafter.
Section 6. Cooperation and Further Assurances. Each of the Parties agree to provide such information, execute and deliver any instruments and documents and to take such other actions as may be necessary or reasonably requested by any other Party which are consistent with the provisions of this Agreement and which do not involve the assumption of obligations other than those provided for in this Agreement, in order to give full effect to this Agreement and to carry out the intent of this Agreement. The Parties agree to cooperate and act in good faith in connection with obtaining any credit support required in order to satisfy the requirements of this Agreement.
Section 7. Participant Covenants and Defaults
7.1 Each Participant covenants and agrees: (i) to make payments to NCPA, from its Electric System Revenues, of its obligations under this Agreement as an operating expense of its Electric System; (ii) to fix the rates and charges for services provided by its Item 5
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Electric System, so that it will at all times have sufficient Revenues to meet the obligations of this Agreement, including the payment obligations; (iii) to make all such payments due NCPA under this Agreement whether or not there is an interruption in, interference with, or reduction or suspension of services provided under this Agreement, such payments not being subject to any reduction, whether by offset or otherwise, and regardless of whether any reasonable dispute exists; and (iv) to operate its Electric System, and the business in connection therewith, in accordance with Good Utility Practices.
7.2 Events of Default. An Event of Default under this Agreement shall exist upon the occurrence of any one or more of the following by a Participant (the “Defaulting Participant”):
(i) the failure of any Participant to make any payment in full to NCPA when due;
(ii) the failure of a Participant to perform any covenant or obligation of this Agreement where such failure is not cured within thirty (30) Calendar Days following receipt of a notice from NCPA demanding cure; provided, that this subsection shall not apply to any failure to make payments specified by subsection 7.2 (i)); (iii) if any representation or warranty of a Participant material to the services provided hereunder shall prove to have been incorrect in any material respect when made and the Participant does not cure the facts underlying such incorrect representation or Item 5
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warranty so that the representation or warranty becomes true and correct within thirty (30) Calendar Days after the date of receipt of notice from NCPA demanding cure; or (iv) if a Participant is in default or in breach of any of its covenants or obligations under any other agreement with NCPA and such default or breach is not cured within the time periods specified in such agreement.
7.3 Uncontrollable Forces. A Party shall not be considered to be in default in respect of any obligation hereunder if prevented from fulfilling such obligation by reason of Uncontrollable Forces; provided, that in order to be relieved of an Event of Default due to Uncontrollable Forces, a Party affected by an Uncontrollable Force shall:
(i) first provide oral notice to the General Manager using telephone communication within two (2) Business Days after the onset of the Uncontrollable Force, and provide subsequent written notice to the General Manager and all other Parties within ten (10) Business Days after the onset of the Uncontrollable Force, describing its nature and extent, the obligations which the Party is unable to fulfill, the anticipated duration of the Uncontrollable Force, and the actions which the Party will undertake so as to remove such disability and be able to fulfill its obligations hereunder; and (ii) use due diligence to place itself in a position to fulfill its obligations hereunder and if unable to fulfill any obligation by reason of an Uncontrollable Force such Party shall exercise due diligence to remove such disability with reasonable dispatch; Item 5
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provided, that nothing in this subsection shall require a Party to settle or compromise a labor dispute.
7.4 Cure of an Event of Default. An Event of Default shall be deemed cured only if such default shall be remedied or cured within the time periods specified in Section 7.2 above, as may be applicable, provided, however, upon request of the Defaulting Participant the Commission may waive the default at its sole discretion, where such waiver shall not be unreasonably withheld.
7.5 Remedies in the Event of Uncured Default. Upon the occurrence of an Event of Default which is not cured within the time limits specified in Section 7.2, without limiting other rights or remedies available under this Agreement, at law or in equity, and without constituting or resulting in a waiver, release or estoppel of any right, action or cause of action NCPA may have against the Defaulting Participant, NCPA may take any or all of the following actions:
(i) suspend the provision of services under this Agreement to such Defaulting Participant; or
(ii) demand that the Defaulting Participant provide further assurances to guarantee the correction of the default, including the collection of a surcharge or increase in electric rates, or such other actions as may be necessary to produce necessary Revenues to correct the default.
7.6 Effect of Suspension.
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7.6.1 Generally. The suspension of this Agreement will not terminate, waive, or otherwise discharge any ongoing or undischarged liabilities, credits or obligations arising from this Agreement until such liabilities, credits or obligations are satisfied in full.
7.6.2 Suspension. If performance of all or any portion of this Agreement is suspended by NCPA with respect to a Participant in accordance with subsection
7.5(i), then such Participant shall pay any and all costs incurred by NCPA as a result of such suspension including reasonable attorney’s fees, the fees and expenses of other experts, including auditors and accountants, or other reasonable and necessary costs associated with such suspension and any portion of the Project Costs, scheduling and dispatch costs, and Administrative Services Costs that were not recovered from such Participant as a result of such suspension.
Section 8. Administration of Agreement
8.1 Commission. The Commission is responsible for the administration of this Agreement. Each Participant shall be represented by its Commissioner or their designated alternate Commissioner (“Alternate”) pursuant to the Joint Powers Agreement. Each Commissioner shall have authority to act for the Participant represented with respect to matters pertaining to this Agreement.
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8.2 Forum. Whenever any action anticipated by this Agreement is required to be jointly taken by the Participants, such action shall be taken at regular or special meetings of the NCPA Commission.
8.3 Quorum. For purposes of acting upon matters that relate to administration of this Agreement, a quorum of the Participants shall consist of those Commissioners, or their designated Alternate, representing a numerical majority of the Participants.
8.4 Voting. Each Participant shall have the right to cast one vote with respect to matters pertaining to this Agreement. A unanimous vote of all Participants shall be required for action regarding: (i) any transfer of rights to a Third Party as described in Section 9 of this Agreement; and (ii) for matters related to any of the following actions as provided for in the PPA: (a) exercising any early termination provisions as set forth in Section 2.4 of the PPA, and (b) exercising any assignment rights as set forth in Section 12.7 of the PPA. For all other matters pertaining to this Agreement, a majority vote of the Participants shall be required for action.
Section 9. Transfer of Rights by Participants
9.1 A Participant has the right to make transfers, sales, assignments and exchanges (collectively “transfers(s)”) of any portion of its Project Participation Percentage and rights thereto, subject to the approval provisions in Section 8.4 of this Agreement, provided that the transferee satisfies all applicable criterion in the PPA. If a Participant desires to transfer a portion or its entire share of the Project for a specific time interval, or Item 5
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permanently, then NCPA will, if requested by such Participant, use its best efforts to transfer that portion of the Participant’s share of the Project.
9.2 Before a Participant may transfer an excess Project share pursuant to Section
9.1 to any person or entity other than a Participant, it shall give all other Participants the right to purchase the share on the same terms and conditions. Before a Participant may transfer an excess Project share pursuant to section 9.1 to any person or entity other than a Member, it shall give all Members the right to purchase the share on the same terms and conditions. Such right shall be exercised within thirty (30) days of receipt of notice of said right.
No transfer shall relieve a Participant of any of its obligations under this Agreement except to the extent that NCPA receives payment of these obligations from a transferee.
Section 10. Term and Termination. This Agreement shall become effective when it has been duly executed by all Participants, and delivered to and executed by NCPA (the “Effective Date”). NCPA shall notify all Participants in writing of the Effective Date. The Term of this Agreement shall be coterminous with the PPA, and shall commence on the Effective Date, and shall continue through the term of the PPA.
Section 11. Withdrawal of Participants. No Participant may withdraw from this Agreement except as otherwise provided for herein.
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Section 12. Settlement of Disputes and Arbitration. The Parties agree to make best efforts to settle all disputes among themselves connected with this Agreement as a matter of normal business under this Agreement. The procedures set forth in Section 10 of the Power Management and Administrative Services Agreement shall apply to all disputes that cannot be settled by the Participants themselves; provided, that the provisions of Section 4.5 shall first apply to all disputes involving invoices prepared by NCPA.
Section 13. Miscellaneous
13.1 Confidentiality. The Parties will keep confidential all confidential or trade secret information made available to them in connection with this Agreement, to the extent possible, consistent with applicable laws, including the California Public Records Act.
Confidential or trade secret information shall be marked or expressly identified as such.
If a Party (“Receiving Party”) receives a request from a Third Party for access to, or inspection, disclosure or copying of, any other Party’s (the “Supplying Party”) confidential data or information, which the Receiving Party has possession of (“Disclosure Request”), then the Receiving Party shall provide notice and a copy of the Disclosure Request to the Supplying Party within three (3) Business Days after receipt of the Disclosure Request.
Within three (3) Business Days after receipt of such notice, the Supplying Party shall provide notice to the Receiving Party either:
(i) that the Supplying Party believes there are reasonable legal grounds for denying or objecting to the Disclosure Request, and the Supplying Party requests the Item 5
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Receiving Party to deny or object to the Disclosure Request with respect to identified confidential information. In such case, the Receiving Party shall deny the Disclosure Request and the Supplying Party shall defend the denial of the Disclosure Request at its sole cost, and it shall indemnify the Receiving Party for all costs associated with denying or objecting to the Disclosure Request. Such indemnification by the Supplying Party of the Receiving Party shall include all of the Receiving Party’s costs reasonably incurred with respect to denial of or objection to the Disclosure Request, including but not limited to costs, penalties, and the Receiving Party’s attorney’s fees; or (ii) that the Receiving Party may grant the Disclosure Request without any liability by the Receiving Party to the Supplying Party.
13.2 Indemnification and Hold Harmless. Subject to the provisions of Section
13.4, each Participant agrees to indemnify, defend and hold harmless NCPA and its Members, including their respective governing boards, officials, officers, agents, and employees, from and against any and all claims, suits, losses, costs, damages, expenses and liability of any kind or nature, including reasonable attorneys’ fees and the costs of litigation, including experts, to the extent caused by any acts, omissions, breach of contract, negligence (active or passive), gross negligence, recklessness, or willful misconduct of that Participant, its governing officials, officers, employees, subcontractors or agents, to the maximum extent permitted by law.
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13.3 Several Liabilities. No Participant shall, in the first instance, be liable under this Agreement for the obligations of any other Participant or for the obligations of NCPA incurred on behalf of other Participants. Each Participant shall be solely responsible and liable for performance of its obligations under this Agreement, except as otherwise provided for herein. The obligation of each Participant under this Agreement is, in the first instance, a several obligation and not a joint obligation with those of the other Participants.
Notwithstanding the foregoing, the Participants acknowledge that any debts or obligations incurred by NCPA under this Agreement on behalf of any of them shall be borne solely by such Participants in proportion to their respective Project Participation Percentages, and not by non-Participant Members of NCPA, pursuant to Article IV, Section 3(b) of the Joint Powers Agreement.
In the event that a Participant should fail to pay its share of the debts or obligations incurred by NCPA as required by this Agreement, the remaining Participants shall, in proportion to their Project Participation Percentages, pay such unpaid amounts and shall be reimbursed by the Participant failing to make such payments.
13.4 No Consequential Damages. FOR ANY BREACH OF ANY PROVISION OF
THIS AGREEMENT FOR WHICH AN EXPRESS REMEDY OR MEASURE OF DAMAGES
IS PROVIDED IN THIS AGREEMENT, THE LIABILITY OF THE DEFAULTING PARTY
SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION, AND ALL OTHER Item 5
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DAMAGES OR REMEDIES ARE HEREBY WAIVED. IF NO REMEDY OR MEASURE OF
DAMAGE IS EXPRESSLY PROVIDED, THE LIABILITY OF THE DEFAULTING PARTY
SHALL BE LIMITED TO ACTUAL DAMAGES ONLY AND ALL OTHER DAMAGES AND REMEDIES ARE HEREBY WAIVED. IN NO EVENT SHALL NCPA OR ANY
PARTICIPANT OR THEIR RESPECTIVE SUCCESSORS, ASSIGNS, REPRESENTATIVES,
DIRECTORS, OFFICERS, AGENTS, OR EMPLOYEES BE LIABLE FOR ANY LOST
PROFITS, CONSEQUENTIAL, SPECIAL, EXEMPLARY, INDIRECT, PUNITIVE, OR
INCIDENTAL LOSSES OR DAMAGES, INCLUDING LOSS OF USE, LOSS OF
GOODWILL, LOST REVENUES, LOSS OF PROFIT OR LOSS OF CONTRACTS EVEN IF
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND
NCPA AND EACH PARTICIPANT EACH HEREBY WAIVES SUCH CLAIMS AND
RELEASES EACH OTHER AND EACH OF SUCH PERSONS FROM ANY SUCH LIABILITY.
The Parties acknowledge that California Civil Code section 1542 provides that: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” The Parties waive the provisions of section 1542, or other similar provisions of law, and intend that the waiver and release provided by this Section of this Agreement shall be fully enforceable despite its reference to future or unknown claims.
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13.5 Waiver. No waiver of the performance by a Party of any obligation under this Agreement with respect to any default or any other matter arising in connection with this Agreement shall be effective unless given by the Commission or the governing body of a Participant, as applicable. Any such waiver by the Commission in any particular instance shall not be deemed a waiver with respect to any subsequent performance, default or matter.
13.6 Amendments. Except where this Agreement specifically provides otherwise, this Agreement may be amended only by written instrument executed by the Parties with the same formality as this Agreement.
13.7 Assignment of Agreement.
13.7.1 Binding Upon Successors. This Agreement shall inure to the benefit of and shall be binding upon the respective successors and assignees of the Parties to this Agreement.
13.7.2 No Assignment. Neither this Agreement, nor any interest herein, shall be transferred or assigned by a Party hereto except with the consent in writing of the other Parties hereto, which consent shall not be unreasonably withheld.
13.8 Severability. In the event that any of the terms, covenants or conditions of this Agreement or the application of any such term, covenant or condition, shall be held invalid as to any person or circumstance by any court having jurisdiction, all other terms, covenants or conditions of this Agreement and their application shall not be affected Item 5
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thereby, but shall remain in force and effect unless the court holds that such provisions are not severable from all other provisions of this Agreement.
13.9 Governing Law. This Agreement shall be interpreted, governed by, and construed under the laws of the State of California.
13.10 Headings. All indices, titles, subject headings, section titles and similar items are provided for the purpose of convenience and are not intended to be inclusive, definitive, or affect the meaning of the contents of this Agreement or the scope thereof.
13.11 Notices. Any notice, demand or request required or authorized by this Agreement to be given to any Party shall be in writing, and shall either be personally delivered to a Participant’s Commissioner or Alternate, and to the General Manager, or shall be transmitted to the Participant and the General Manager at the addresses shown on the signature pages hereof. The designation of such addresses may be changed at any time by written notice given to the General Manager who shall thereupon give written notice of such change to each Participant. All such notices shall be deemed delivered when personally delivered, two (2) Business Days after deposit in the United States mail first class postage prepaid, or on the first Business Day following delivery through electronic communication.
13.12 Warranty of Authority. Each Party represents and warrants that it has been duly authorized by all requisite approval and action to execute and deliver this Agreement and that this Agreement is a binding, legal, and valid agreement enforceable in accordance Item 5
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with its terms. Upon execution of this Agreement, each Participant shall deliver to NCPA a resolution of the governing body of such Participant evidencing approval of and authority to enter into this Agreement.
13.13 Counterparts. This Agreement may be executed in any number of counterparts, and each executed counterpart shall have the same force and effect as an original instrument and as if all the signatories to all of the counterparts had signed the same instrument. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signatures thereon, and may be attached to another counterpart of this Agreement identical in form hereto but having attached to it one or more signature pages.
13.14 Venue. In the event that a Party brings any action under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Placer or in the United States District Court for the Eastern District of California.
13.15 Attorneys’ Fees. If a Party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provisions of this Agreement, then each Party shall bear its own fees and costs, including attorneys’ fees, associated with the action.
13.16 Counsel Representation. Pursuant to the provisions of California Civil Code Section 1717 (a), each of the Parties were represented by counsel in the negotiation and Item 5
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execution of this Agreement and no one Party is the author of this Agreement or any of its subparts. Those terms of this Agreement which dictate the responsibility for bearing any attorney’s fees incurred in arbitration, litigation or settlement in a manner inconsistent with the provisions of Section 13.2 were intentionally so drafted by the Parties, and any ambiguities in this Agreement shall not be interpreted for or against a Party by reason of that Party being the author of the provision.
13.17 No Third Party Beneficiaries. Nothing contained in this Agreement is intended by the Parties, nor shall any provision of this Agreement be deemed or construed by the Parties, by any third person or any Third Parties, to be for the benefit of any Third Party, nor shall any Third Party have any right to enforce any provision of this Agreement or be entitled to damages for any breach by the Parties of any of the provisions of this Agreement.
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IN WITNESS WHEREOF, NCPA and each Participant have, by the signature of its duly authorized representative shown below, executed and delivered a counterpart of this Agreement.
NORTHERN CALIFORNIA
POWER AGENCY
651 Commerce Drive
Roseville, CA 95678
_____________________________
By:__________________________
Title: __________________________
Date:
Approved as to form:
_____________________________
By:__________________________
Its: General Counsel
Date:
Attestation (if applicable):
_____________________________
By:__________________________
Its:
Date:
CITY OF SANTA CLARA
1500 Warburton Avenue
Santa Clara, CA 95050
_____________________________
By:__________________________
Title: __________________________
Date:
Approved as to form:
_____________________________
By:__________________________
Its: City Attorney
Date:
Attestation (if applicable):
_____________________________
By:__________________________
Its:
Date:
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CITY OF PALO ALTO
160 Palo Alto Avenue
Palo Alto, CA 94301
_____________________________
By:__________________________
Title: ________________________
Date:
Approved as to form:
_____________________________
By:
Its: City Attorney _________________
Date:
Attestation (if applicable)
_____________________________
By:__________________________
Its:
Date:
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EXHIBIT A
PROJECT PARTICIPATION PERCENTAGES
The following is a list of the Participants who are signatory to this Agreement, and their respective Project Participation Percentage share of the Project.
Participants
City of Santa Clara; 1.07 MW or 66.88%
City of Palo Alto; 0.53 MW or 33.13%
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EXHIBIT B
PPA
The Power Purchase Agreement between Zero Waste Energy Development Company, LLC and Northern California Power Agency has been attached to this Agreement as Exhibit B.
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Public Works
Meeting Date: February 26, 2024
Report #:2310-2130
TITLE
Approval of Amendment No. 6 to Contract No. C16163034A with Nova Partners, Inc. to Add $766,919, Increasing the Not to Exceed Amount to $9,647,825, for Additional Construction Management Services for the New Public Safety Building Capital Improvement Program Project (PE- 15001) and Extend the Contract Term; and Approval of Amendment No. 2 to Contract No.
S20177452 with Schaaf & Wheeler Consulting Civil Engineers to Add $9,600, Increasing the Not to Exceed Amount to $20,200, for Additional Professional Services and Extend the Contract Term for the New Public Safety Building Capital Improvement Program project (PE- 15001); CEQA: Environmental Impact Report for the New Public Safety Building and New California Avenue Area Parking Garage (Resolution No. 9772)
RECOMMENDATION
Staff recommends that Council:
1. Approve and authorize the City Manager or their designee to execute Amendment No. 6 to Contract No. C16163034A with Nova Partners, Inc. to add $766,919, increasing the not to exceed amount to $9,647,825 and to extend the contract term through July 31, 2025, for Construction Management Services for the New Public Safety Building project (PE-15001); and
2. Approve and authorize the City Manager or their designee to execute Amendment No. 2 to Contract No. S20177452 with Schaaf & Wheeler Consulting Civil Engineers to add $9,600, increasing the not to exceed amount to $20,200, for additional Professional Services and extend the contract term through December 31, 2024.
BACKGROUND
The New Public Safety Building (PSB) (PE-15001) is one of ten key projects included in the 2014 Council Infrastructure Plan. The PSB was identified as the plan’s highest priority project, and its environmental impacts were analyzed with the 350 Sherman Avenue parking garage project for the purposes of complying with the California Environmental Quality Act (CEQA). The parking garage opened in December 2020. On February 1, 2021, Council approved the award of the Item 6
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construction contract for the PSB to Swinerton Builders (Swinerton) and authorized execution and delivery of one series of Certificates of Participation (COPs) in an amount not to exceed $120 million to finance PSB construction.1
On June 13, 2016, Council authorized a contract with Nova Partners, Inc. (Nova) for program management and construction management services for the Infrastructure Plan projects implementation.2 On November 27, 2017, Amendment No. 1 to Nova’s contract added construction management services for the Fire Station #3 replacement project.3 On February 21, 2018, Amendment No. 2 to Nova’s contract updated the hourly rate schedules for years 2018 and 2019. On December 10, 2018, Amendment No. 3 to Nova’s contract added construction management, special inspection and testing for the California Avenue Parking Garage.4 On February 1, 2021, Amendment No. 4 to Nova’s contract added the construction management, special inspection and testing for the PSB.5 On July 31, 2023, Amendment No. 5 to Nova’s contract extended the time of the contract through January 2024.
ANALYSIS
Staff recommends approval of Amendment No. 6 (Attachment A) to the contract with Nova Partners, Inc., which provides additional funding for four significant scopes of work, as well as a 10% replenishment in the amount of $69,720 to address other potential construction management services and testing needs for the project.
The four significant scopes of work in Nova’s contract include Construction Management Services (performed by Nova Partners Inc.), Specialty Scheduling Services (performed by Rowecon, LLC.), Special Testing & Inspection Services (performed by Consolidated Engineering Laboratories (CEL), and Photo-Documentation (performed by Multi-Vista). The extension of construction management services is instrumental to meet the project needs and projected project completion date.
Staff recommends the approval of Amendment No. 2 (Attachment B) to the contract with Schaaf and Wheeler Consulting Civil Engineers. Schaaf and Wheeler Consulting Civil Engineers 1 City Council, February 1, 2021; Agenda Item #3, SR #11752 https://www.cityofpaloalto.org/files/assets/public/v/3/agendas-minutes-reports/reports/city-manager-reports- cmrs/year-archive/2021/id-11752.pdf
2 City Council, June 13, 2016; Agenda Item #5, SR #6809 https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes-reports/reports/city-manager-reports- cmrs/year-archive/2016/id.-6809-program-manager-contract.pdf 3 City Council, November 27, 2017; Agenda Item #7, SR #8561 https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes-reports/reports/city-manager-reports- cmrs/year-archive/2017/id.-8561-fire-station-3-rebuild.pdf 4 City Council, December 10, 2018; Agenda Item #15, SR #9688 https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes-reports/reports/city-manager-reports- cmrs/year-archive/2018/id.-9688-350-sherman-ave-garage-construction.pdf?t=62452.05 5 City Council, February 1, 2021; Agenda Item #3, SR #11752 https://www.cityofpaloalto.org/files/assets/public/v/3/agendas-minutes-reports/reports/city-manager-reports- cmrs/year-archive/2021/id-11752.pdf
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Amendment No. 2 extends the contract term and provides additional funding for stormwater construction observation and certification services.
Although the PSB project is 95% complete as of January 2024, completion of construction of the facility is behind schedule and is expected to be completed in the second quarter of 2024, followed by furniture and equipment installation, communication testing and setup. Move-in timelines project the PSB to be fully operational in Spring 2024, subject to unforeseen construction impacts such as weather or other impacts.
FISCAL/RESOURCE IMPACT
Funding for this contract amendment is available in the Fiscal Year 2024 Adopted Capital Improvement Program budget for the New Public Safety Building project (PE-15001), and is covered by the PSB project contingency and reserves for items that cost less than expected.
Approval of this amendment does not increase the overall PSB budget approved by Council when the construction contract was approved in early 2021.
STAKEHOLDER ENGAGEMENT
Public Works has coordinated with key staff from departments whose operations will be dependent upon the PSB.
ENVIRONMENTAL REVIEW
An Environmental Impact Report for the PSB and the New California Avenue Area Parking Garage was prepared and certified by Council on June 11, 2018 (ID #8967), by adoption of Resolution No. 9772.6
ATTACHMENTS
Attachment A: Nova Partners, Inc. Contract No. C16163034A Amendment No. 6 Attachment B: Schaaf & Wheeler Consulting Civil Engineers Contract No. S20177452 Amendment No. 2
APPROVED BY:
Brad Eggleston, Director Public Works/City Engineer
6 Resolution 9772, https://www.cityofpaloalto.org/files/assets/public/v/1/city-clerk/resolutions/reso- 9772.pdf?t=40475.53
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AMENDMENT NO. 6 TO CONTRACT NO. C16163034A
BETWEEN THE CITY OF PALO ALTO AND
NOVA PARTNERS, INC.
This Amendment No. 6 (this “Amendment”) to Contract No. C16163034A (the “Contract” as defined below) is entered into as of February 26, 2024, 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 Blvd., Mountain View, CA 94043 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.
R E C I T A L S
A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of providing Project and Program Management Services to complete the infrastructure plan for nine major projects approved by City Council in 2014 (“Project”), as detailed therein.
B. The Parties entered into Amendment No. 1 to add Construction Management (CM) services for the Fire Station 3 Replacement Project to the scope of services and to increase the compensation by Three Hundred Fifty-Nine Thousand Two Hundred Sixty-Four Dollars ($359,264) from Four Million Two Hundred Thousand Four Hundred Seventy-One Dollars ($4,200,471) to Four Million Five Hundred Fifty-Nine Thousand Seven Hundred Thirty-Five Dollars ($4,559,735), as detailed therein.
C. The Parties entered into Amendment No. 2 to include the Hourly Rate Schedule for years 2018 and 2019, as detailed therein.
D. The Parties entered into Amendment No. 3 to add Construction Management (CM) services for the New California Avenue Area Parking Garage Project to the scope of services and to increase the compensation by One Million Two Hundred Forty-Nine Thousand One Hundred Ninety-Three Dollars ($1,249,193), from Four Million Five Hundred Fifty-Nine Thousand Seven Hundred Thirty-Five Dollars ($4,559,735) to a new not-to-exceed amount of Five Million Eight Hundred Eight Thousand Nine Hundred Twenty-Eight Dollars ($5,808,928), as detailed therein.
E. The Parties entered into Amendment No. 4 to add Construction Management (CM) services for the New Public Safety Building Project to the scope of services and to increase the compensation by Three Million Seventy-One Thousand Nine Hundred Seventy-Eight Dollars ($3,071,978), from Five Million Eight Hundred Eight Thousand Nine Hundred Twenty-Eight Dollars ($5,808,928) to a new total not-to-exceed amount of Eight Million Eight Hundred Eighty Thousand Nine Hundred Six Dollars ($8,880,906), as detailed therein.
F. In accordance with Palo Alto Municipal Code section 2.30.290, the Parties entered into Amendment No. 5 to extend the contract term for six months, through January 31, 2024 at no additional cost to the City, as detailed therein.
G. The Parties now wish to amend the Contract to extend the contract term for eighteen months through July 31, 2025 and increase compensation by Seven Hundred Sixty-Six Thousand Nine Hundred Nineteen Dollars ($766,919) from Eight Million Eight Hundred Eighty Thousand Nine Hundred Six Dollars ($8,880,906) to a new not- to-exceed amount of Nine Million Six Hundred Forty-Seven Thousand Eight Hundred Twenty-Five Dollars ($9,647,825) in order to provide continued services to manage the Public Safety Building, as detailed herein.
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NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree:
SECTION 1. Definitions. The following definitions shall apply to this Amendment:
a. Contract. The term “Contract” shall mean Contract No. C16163034A between CONSULTANT and CITY, dated June 13, 2016., as amended by:
Amendment No.1, dated November 27, 2017
Amendment No.2, dated February 21, 2018
Amendment No.3, dated December 10, 2018
Amendment No.4, dated February 1, 2021
Amendment No.5, dated July 31, 2023
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 4, “NOT TO EXCEED COMPENSATION,” of the Contract is hereby amended to read as follows:
“The compensation to be paid to CONSULTANT for performance of the Services 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 Eight Million Seven Hundred Seventy Thousand Seven Hundred Fifty Dollars ($8,7770,750) . The hourly schedule of rates, if applicable, is set out in Exhibit “C-1,” entitled “SCHEDULE OF RATES,” Exhibit “C-2,” entitled “SCHEDULE OF RATES, AMENDMENT NO.3,” or Exhibit “C-3,” entitled “SCHEDULE OF RATES, AMENDMENT NO.4,” as applicable. 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 Eight Hundred Seventy-Seven Thousand Seventy-Five Dollars ($877,075) 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 Nine Million Six Hundred Forty-Seven Thousand Eight Hundred Twenty-Five Dollars ($9,647,825), 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,” entitled “SCOPE OF SERVICES”; Exhibit “A-1”, entitled “SCOPE OF SERVICES, AMENDMENT NO. 1”; Exhibit “A-2”, entitled “SCOPE OF SERVICES, AMENDMENT NO. 3, ADDED”; and Exhibit “A-3”, entitled “SCOPE OF SERVICES, AMENDMENT NO. 4, ADDED” (collectively, also referred to in this Agreement as the “Basic Services”). 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 DocuSign Envelope ID: D629A107-898D-4839-8F5D-60FCF5315928 Item 6
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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,” entitled “SCHEDULE OF RATES”, Exhibit “C-2,” entitled “SCHEDULE OF RATES, AMENDMENT NO.3,” or Exhibit “C-3,” entitled “SCHEDULE OF RATES, AMENDMENT NO.4,” as applicable, or a negotiated lump sum provided such a sum is less costly to the CITY.
To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall only be compensated for Additional Services performed under an authorized Task Order and only up to the maximum amount of compensation set forth for Additional Services in this Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement.”
SECTION 3. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference:
a. Exhibit “B” entitled “EXHIBIT B-3 SCHEDULE OF PERFORMANCE, AMENDMENT NO. 6”, AMENDED, REPLACES PREVIOUS.
b. Exhibit “C” entitled “EXHIBIT C COMPENSATION, AMENDMENT NO. 6”, AMENDED, REPLACES PREVIOUS.
SECTION 4. 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 5. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference.
(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
DocuSign Envelope ID: D629A107-898D-4839-8F5D-60FCF5315928 Item 6
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Partners, Inc. Contract
No. C16163034A
Amendment No. 6
Item 6: Staff Report
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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
NOVA PARTNERS, INC.
Officer 1
By:___________________________
Name:________________________
Title:__________________________
Officer 2
By:____________________________
Name:_________________________
Title:___________________________
Attachments:
Exhibit “B” entitled “EXHIBIT B-3 SCHEDULE OF PERFORMANCE, AMENDMENT No. 6”, (AMENDED, REPLACES
PREVIOUS)
Exhibit “C” entitled “EXHIBIT C COMPENSATION, AMENDMENT NO. 6” (AMENDED, REPLACES PREVIOUS) DocuSign Envelope ID: D629A107-898D-4839-8F5D-60FCF5315928 Principal
David Marks
Bob Olson, Principal
Principal
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Partners, Inc. Contract
No. C16163034A
Amendment No. 6
Item 6: Staff Report
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EXHIBIT “B-3”
SCHEDULE OF PERFORMANCE, AMENDMENT NO. 6
(AMENDED-REPLACES PREVIOUS)
CONSULTANT shall commence performance of Task 5.3 (Construction Management Services for the New Public Safety Building) of Exhibit “A-3”, upon issuance of Notice to Proceed through the duration of the project unless earlier terminated by CITY in its sole discretion. For information purposes, Task 5.3 is expected to be performed from January 1, 2021 through July 31, 2025 and consist of a total duration of 55 months from commencement of construction; however, that timeframe may be modified by CITY as project needs require.
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Partners, Inc. Contract
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Amendment No. 6
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EXHIBIT “C”
COMPENSATION, AMENDMENT NO. 6
(AMENDED, REPLACES PREVIOUS)
The CITY agrees to compensate the CONSULTANT for Services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the schedule of rates attached as Exhibit “C-1”, Exhibit “C-2”, and/or Exhibit “C-3,” as applicable, up to the not to exceed budget amount for each task set forth below.
CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including specified reimbursable expenses, and the total compensation for Additional Services, do not exceed the amounts set forth in Section 4 of this Agreement.
REIMBURSABALE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost up to the not-to-exceed amount of: $16,000. Expenses for which CONSULTANT shall be reimbursed are:
A. Travel outside the San Francisco Bay area, including transportation and meals, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses for City of Palo Alto employees.
B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges are reimbursable at actual cost.
All requests for payment of expenses shall be accompanied by appropriate backup information. Any expense anticipated to be more than $1,000 shall be approved in advance by the CITY’s project manager.
(CONTINUED ON THE NEXT PAGE)
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Amendment No. 6
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BUDGET SCHEDULE
DESCRIPTION NOT-TO-EXCEED AMOUNT
BASIC SERVICES Year 1 Year 2 Year 3 Amend 4 Amend 6 Total Task 1.1: Project
Management, Planning, and
Coordination (Projects 1-9) $140,898 $140,898 $140,898 $0 $0 $422,694 Task 1.2: Project
Management System
(Projects 1-9) $175,000 $100,000 $100,000 $0 $0 $375,000 Task 2: Acquisition and
management of project
consultants (Projects 1-3) $144,975 $144,975 $144,975 $0 $0 $434,925 Task 3: Design/Document
reviews (Projects 1-3) $206,762 $206,762 $206,762 $0 $0 $620,286 Task 4: Pre-Construction
services (Projects 1-3) $283,650 $283,650 $283,650 $0 $0 $850,950 Task 5.1: Construction
Management services for
Fire Station 3 Replacement $0 $326,604 $0 $0 $0 $326,604 Task 5.2: Construction
Management services for
New California Avenue Area
Parking Garage $0 $0 $1,135,630 $0 $0 $1,135,630
Task 5.3: Construction
Management services for
New Public Safety Building $0 $0 $0 $2,792,707 $697,199 $3,489,906 Task 6: Budget and schedule
management (Projects 1-9) $63,985 $63,985 $63,985 $0 $0 $191,955 Task 7.1: On-call services for
Transportation Projects $333,400 $253,400 $0 $0 $0 $586,800 Task 7.2: On-call services
(allowance) $100,000 $100,000 $100,000 $0 $0 $300,000 TOTAL BASIC SERVICES $1,448,670 $1,620,274 $2,175,900 $2,792,707 $697,199 $8,734,750 REIMBURSABLE EXPENSES $12,000 $12,000 $12,000 $0 $0 $36,000
TOTAL BASIC
SERVICES AND
REIMBURSABLES $1,460,670 $1,632,274 $2,187,900 $2,792,707 $697,199 $8,770,750 ADDITIONAL SERVICES –
10% OF ABOVE $146,067 $163,227 $218,790 $279,271 $69,720 $877,075
TOTAL NOT-TO-EXCEED
AMOUNT $1,606,737 $1,795,501 $2,406,690 $3,071,978 $766,919 $9,647,825
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Partners, Inc. Contract
No. C16163034A
Amendment No. 6
Item 6: Staff Report
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AMENDMENT NO. 2 TO CONTRACT NO. S20177452
BETWEEN THE CITY OF PALO ALTO AND
SCHAAF & WHEELER, CONSULTING CIVIL ENGINEERS
This Amendment No. 2 (this “Amendment”) to Contract No. S20177452 (the “Contract” as defined below) is entered into as of the February 26, 2024, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ( “CITY”), and SCHAAF & WHEELER CONSULTING CIVIL ENGINEERS, located at 4699 Old Ironsides Drive, Suite 350, Santa Clara, CA 95054 ("CONSULTANT"). CITY and CONSULTANT are referred to collectively herein as the “Parties”.
R E C I T A L S
A. The Contract (as defined below) was entered into by and between the P arties to provide final plan review and certification of the Stormwater Management Plan and design documents, and provide construction observation and certification of the installation of the bioretention areas and soil cells for the Public Safety Building project, as detailed therein.
B. The Parties entered into Amendment No. 1 to extend the contract term for six (6) months to October 31, 2023, at no additional cost to the City, as detailed therein.
C. The Parties now wish to amend the Contract in order to retroactively extend the contract term for fourteen (14) months through December 31, 2024 , update the Scope of Services and increase the compensation by Nine Thousand Six Hundred Dollars ( $9,600), from Ten Thousand Six Hundred Dollars ($10,600) to a new total not- to-exceed amount of Twenty Thousand Two Hundred Dollars ($20,200), 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 C ontract No. S20177452 between CONSULTANT and CITY, dated April 26, 2020, as amended by:
Amendment No. 1, dated February 27, 2023
b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.
SECTION 2. Section 2 “TERM” of the Contract is hereby amended to read as follows:
“The term of this Agreement shall be from the date of its full execution through December 31, 2024 unless terminated earlier pursuant to Section 19 of this Agreement.” DocuSign Envelope ID: 8EDB914C-C3C4-43DA-83B5-E3EF166B32EA Item 6
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Engineers Contract No.
S20177452 Amend No. 2
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SECTION 3. Section 4 “NOT TO EXCEED COMPENSATION” of the Contract is hereby amended to read as follows:
“The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (also referred to herein as the “Basic Services”), and any reimbursable expenses specified in Exhibit “ C”, entitled “COMPENSATION ”, shall not exceed Nineteen Thousand Two Hundred Dollars ($19,200), as detailed in Exhibit “C”. CONSULTANT agrees to complete all Basic Services, including any specified reimbursable expenses, within this amount. In the event Additional Services are authorized in accordance with Section 1 (Scope of Services), the compensation for Additional Services shall not exceed One Thousand Dollars ($1,000), and the total compensation under this Agreement for Basic Services, Additional Services and any specified reimbursable expenses shall not exceed Twenty Thousand Two Hundred Dollars ($20,200). The rate schedule, as applicable, is set out at 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 as set forth herein shall be at no cost to the CITY.
Additional Services, if any, may be authorized in accordance with and subject to the provisions of Section 1 (Scope of Services), provided that: (i) the Additional Services check box at Section 1 is selected, and (ii) a dollar amount for Additional Services is allocated in this Section 4. If either or both of these requirements are not met, or if the dollar amount for Additional Services under this Section 4 would be exceeded, then Additional Services may only be authorized by a written amendment to this Agreement as provided for in Section 27.4 herein. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY.”
SECTION 4. The following exhibit(s) to the Contract is hereby amended, as indicated below, to read as set forth in the attachment to this Amendment, which is hereby incorporated in full into this Amendment and into the Contract by this reference:
a. Exhibit “ A” entitled “ SCOPE OF SERVICES , AMENDMENT NO. 2”, AMENDED, REPLACES PREVIOUS.
b. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT NO. 2 ”, AMENDED, REPLACES PREVIOUS.
c. Exhibit “C” entitled “ COMPENSATION, AMENDMENT NO. 2 ”, 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.
DocuSign Envelope ID: 8EDB914C-C3C4-43DA-83B5-E3EF166B32EA Item 6
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Engineers Contract No.
S20177452 Amend No. 2
Item 6: Staff Report
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(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
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Engineers Contract No.
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SIGNATURES OF THE PARTIES
IN WITNESS WHEREOF, the P arties 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
SCHAAF & WHEELER, CONSULTING
CIVIL ENGINEERS
Officer 1
By:_____________________________
Name:__________________________
Title:___________________________
Officer 2
By:____________________________
Name:_________________________
Title:__________________________
Attachments:
Exhibit “A” entitled “SCOPE OF SERVICES, AMENDMENT NO. 2”, AMENDED, REPLACES PREVIOUS.
Exhibit “B” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT NO. 2”, AMENDED, REPLACES PREVIOUS.
Exhibit “C” entitled “COMPENSATION, AMENDMENT NO. 2”, AMENDED, REPLACES PREVIOUS.
DocuSign Envelope ID: 8EDB914C-C3C4-43DA-83B5-E3EF166B32EA Caitlin J. Tharp
Vice President RCE 76810
Vice President
Daniel J. Schaaf, Secretary
Item 6
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EXHIBIT “A”
SCOPE OF SERVICES, AMENDMENT NO. 2
(AMENDED, REPLACES PREVIOUS)
Schaaf & Wheeler (CONSULTANT) will perform the Services as follows for final plan review and construction observation services of the Stormwater Management Plan for the Public Safety Building project located at 250 Sherman Avenue in Palo Alto:
Task 1: Final Review of Public Safety Building Stormwater Design Documents
1. Review of the draft Storm Management Plan and design documents prepared by Sandis.
2. Prepare a comment letter with a list of suggestions and specific comments.
3. Phone conversations with your design staff to resolve or clarify any comment questions.
4. Review of the revised plan.
5. Two copies of the Final Certification Form and summary letter for submittal to the City.
Task 2: Stormwater Construction Observation of Public Safety Building
1. Up to sixteen (16) site visits to observe three (3) remaining soil cells areas and five (5) bioretention planters. The first site visits are to observe the soil cells, impermeable line r, underdrain and rock prior to placement of the soil. The second visit will be to observe the soil, overflow and plantings at time of installation and prior to occupancy. A total of sixteen visits have been scoped to account for construction phasing and i ncorporation of observation comments. It assumes at least three treatment measures will be ready for observation at each visit. Photographs cannot be accepted in lieu of site visits.
Site visits in addition to those described are available at an additiona l cost. It is also the owner/contractor’s responsibility to provide Schaaf & Wheeler with a minimum of two days’ notice to schedule the site visits.
2. It is the owner/contractor’s responsibility to provide Schaaf & Wheeler with a minimum of two days’ notice to schedule the site visit.
3. A final letter and certificate of approval form and any requested supporting data will be provided for submittal to the City.
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Engineers Contract No.
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EXHIBIT “B”
SCHEDULE OF PERFORMANCE, AMENDMENT NO. 2
(AMENDED, REPLACES PREVIOUS)
CONSULTANT shall perform the Services so as to complete each milestone within the number of days or date 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 from CITY of the notice to proceed (“NTP”).
Task Description Completion No. of Weeks
from NTP
1 Final Review of Public Safety Building
Stormwater Design Documents
20 weeks
2 Construction Observation of Public Safety
Building Bioretention and Silva Cells
243 weeks
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EXHIBIT “C”
COMPENSATION, AMENDMENT NO. 2
(AMENDED, REPLACES PREVIOUS)
The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the hourly rate schedule attached as exhibit C- 1 up to the not to exceed budget amount for each task set forth below.
CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below.
The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, and the total compensation for Additional Services do not exceed the amounts set forth in Section 4 of this Agreement.
BUDGET SCHEDULE NOT TO EXCEED AMOUNT
Task 1 $4,000.00
Final Review of Public Safety Building
Stormwater Design Documents
Task 2 $5,600.00
Construction Observation of
Public Safety Building Bioretention and Soil Cells
Task 2 Amendment No. 2 $9,600.00 Construction Observation of
Public Safety Building Bioretention and Soil Cells
Sub-total Basic Services $19,200.00
Total Basic Services $19,200.00
Additional Services (Not to Exceed) $1,000.00
Maximum Total Compensation $20,200.00
ADDITIONAL SERVICES
The CONSULTANT shall provide A dditional Services (as defined in Section 4) only by advanced, written authorization from the CITY pursuant to a written amendment to this Agreement per Section 27.4 of this Agreement. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum DocuSign Envelope ID: 8EDB914C-C3C4-43DA-83B5-E3EF166B32EA Item 6
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Engineers Contract No.
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compensation, including any reimbursable expenses, for such services based on the rates set forth in Exhibit C-1. The Additional Services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. P erformance and p ayment for Additional Services is subject to all requirements and restrictions in this Agreement.
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Engineers Contract No.
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Planning and Development Services
Meeting Date: February 26, 2024
Report #:2401-2547
TITLE
Approval of Amendment No. 1 to Professional Services Agreement S21180224 with Matrix Consulting Group for a Planning and Development Services Fee Study in the Amount of $56,500 for a total Not to Exceed of $138,000 and Extension of the Contract Term through January 31, 2026. Environmental Assessment: Exempt in Accordance with CEQA Guidelines Section 15061(3)(b).
RECOMMENDATION
Staff recommends that the City Council approve and authorize the City Manager designee to execute Amendment No.1 to Contract S21180224 with Matrix Consulting Group (Attachment A) for a Planning and Development Services Fee Study in an amount not-to-exceed $56,500 and extend the term of the contract through January 31, 2026. This amendment results in a revised total contract not-to-exceed $138,000.
EXECUTIVE SUMMARY
Staff recommends the approval of an amendment to agreement S21180224 with Matrix Consulting Group for the purpose of expanding and completing the Planning and Development Services costs of services study. In 2021, staff completed a request for proposals (RFP) and initiated a contract with Matrix consulting to reexamine the structure and update fees for service due to the merging of the former Planning and Community Environment and Development Services Departments. As the study progressed, unanticipated variables were identified, and additional analysis was required. Staff also recommends extending the contract through January 2026 to allow adequate time for post implementation refinements to the fees.
BACKGROUND
Fees for service are charged to recover eligible costs incurred in providing a special service from which one or more individuals obtain a benefit. California State Law, Government Code 66014(a), states that fees for services charged by local governments may not exceed the estimated reasonable cost of providing the service for which the fee is charged. Council is not Item 7
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bound to set fees to match the cost of provided services; however, fees cannot be set above the cost of service for one fee to compensate for a lower cost recovery decision of another fee.
Planning and Development Services fees are generally established for the purpose of fully recovering the costs reasonably borne by the City in providing service. Although there are some areas in which the City Council may wish to recover lesser amounts, a high level of cost recovery for most planning and development fees is consistent with the City’s User Fee Cost Recovery Level Policy, adopted by the City Council on June 17, 20191. The City of Palo Alto’s fees are approved by City Council and published in the Municipal Fee Schedule.
In Fiscal Year 2020, Planning and Community Environment (PCE) and Development Services (DS) merged into the Planning and Development Services (PDS) Department. Concurrently, the Transportation division, which was previously in Planning and Community Environment, established the Office of Transportation. To align department-wide fees, staff pursued a cost of services study to determine the staff time and related costs associated with each fee-related service. The outcome of the study would provide fee adjustments, eliminate redundant or no longer applicable fees, and establish new fees for City Council consideration and approval.
On August 24, 2020, the City released a request for proposals and six firms responded to the RFP. Based on the criteria of experience and costs, the evaluation panel selected Matrix Consulting Group as the best vendor to perform the study. On February 21, 2021, the City entered into a contract with Matrix Consulting Group to conduct a comprehensive review and analysis of existing PDS fees and to provide a recommendation on appropriate fee levels and structure. This contract expired on December 31, 2023.
ANALYSIS
As the study proceeded, staff and Matrix Consulting Group determined that under the new department structure, an organizational management study was required for the Fire Prevention Program before further work could be completed. Although is program area is led by the Fire Department, a portion of these activities are housed within Development Services, the results of the organizational update would inform the broader PDS cost of services analysis.
Staff initiated work with Matrix Consulting Group to begin the study on the Fire Prevention Program in January 2022. Due to staff transitions and vacancies for both Fire and Planning and Development Services, this study was paused and resumed in early 2023. The Fire Prevention Program organizational study is now in its final phase of completion and the Planning and Development Services Department is now able to resume the larger PDS cost of services study.
Staff is requesting an amendment to the contract to allow for the refreshing of the PDS cost of services analysis, ensuring that fees are properly aligned with the new department structure. 1 https://portal.laserfiche.com/Portal/DocView.aspx?id=1238&repo=r-704298fc&searchid=1c593ffe-9a00-4e62- bff3-31cf6c995354
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The amendment will also include an extended timeline to address any post-implementation questions that may arise once new fees are adopted and implemented.
FISCAL/RESOURCE IMPACT
Funding for the initial contract was included in the Fiscal Year 2021 Adopted Operating Budget.
Additional funding has been requested through the Fiscal Year 2024 Mid-Year process and upon approval, no additional funded is required at this time.
STAKEHOLDER ENGAGEMENT
Planning and Development Services and partner departments, including Public Works and Fire, have been engaged in the development of this study. Upon completion, staff will advance the results of the cost of services study to Finance Committee and City Council for policy considerations, discussion and approval of potential policy and fee updates.
ENVIRONMENTAL REVIEW
Approval of this contract is exempt from California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section15061(3)(b).
ATTACHMENTS
Attachment A: S21180224 Amendment No.1 - Matrix Consulting Group APPROVED BY:
Jonathan Lait, Planning and Development Services Director Item 7
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AMENDMENT NO. 1 TO CONTRACT NO. S21180224
BETWEEN THE CITY OF PALO ALTO AND MATRIX CONSULTING GROUP
This Amendment No. 1 (this “Amendment”) to Contract No. S21180224 (the “Contract” as defined below ) is entered into as of December 20, 2023 by and between the CITY OF PALO ALTO, a California chartered municipal corporation ( “CITY”), and MATRIX CONSULTING GROUP, a California Corporation located at 1650 S. Amphlett Boulevard, Suite 213, San Mateo, CA 94402 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.
R E C I T A L S
A. T he Contract (as defined below) was entered into by and between the Parties hereto for the provision of conducting a comprehensive review of the department’s existing fees, as detailed therein.
B. T he Parties now wish to amend the Contract S21180224 in order to extend the term by thirty (30) months, changing the expiration from December 31, 2023, to June 30, 2026 and to increase compensation by Fifty Six Thousand Five Hundred Dollars ($56,500) from Eight One Thousand Five Hundred Dollars ($81,500) to a new total not to exceed compensation of One Hundred Thirty Eight Thousand Dollars ($138,000).
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:
Contract. The term “Contract” shall mean C ontract No. S21180224 between CONSULTANT and CITY, dated February 15, 2021.
a. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.
SECTION 2. Section 2. TERM of the Contract is hereby amended to read as follows:
The term of this Agreement shall be from the date of its full execution through June 30 , 2026, unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.
SECTION 3. Section 3. NOT TO EXCEED COMPENSATION of the Contract is hereby amended to read as follows:
The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed One Hundred Twenty-One Thousand Seven Hundred Dollars ($121,700). The hourly schedule of DocuSign Envelope ID: BCEF7477-3F46-4D42-A6C7-55715CAE3E7A Item 7
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S21180224 Amendment
No.1 - Matrix Consulting
Group
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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 3.)
In addition to the not- to-exceed compensation specified above, CITY has set aside the not-to-exceed compensation amount of Sixteen Thousand Three Hundred Dollars ($16,300) for the performance of Additional Services (as defined below). The total compensation for performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C , shall not exceed One Thirty-Eight Thousand Dollars ($138,000), 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 of the original contract. 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 3. CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY.
SECTION 4. The following exhibit(s) to the Contract is/are hereby amended, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/ are hereby incorporated in full into this Amendment and into the Contract by this reference:
a. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE”, AMENDED, REPLACES PREVIOUS.
b. Exhibit “C” entitled “COMPENSATION”, AMENDED, REPLACES PREVIOUS.
c. Exhibit “C-1” entitled “SCHEDULE OF RATE”, ADDED, 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 P arties 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
MATRIX CONSULTING GROUP
Officer 1
By:
Name: Richard Brady
Title: President
[email protected]
Officer 2
By:
Name: Courtney Ramos
Title: Vice President
[email protected]
Attachments:
• EXHIBIT B – AMENDMENT NO. 1, (AMENDED, REPLACES PREVIOUS) • EXHIBIT C – AMENDMENT NO. 1 (AMENDED, REPLACES PREVIOUS) • EXHIBIT C-1 – AMENDMENT NO. 1 (ADDED, AMENDED, REPLACES PREVIOUS)
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EXHIBIT B
SCHEDULE OF PERFORMANCE, AMENDMENT NO. 1
(AMENDED, REPLACES PREVIOUS)
CONSULTANT shall perform the Services so as to complete each milestone by dates 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.
Deliverables Schedule
Task 1: Research & Data Collection Completed by June 30, 2025 Task 2: Department Collaboration,
Presentations, & Training Completed by June 30, 2025
Task 3: Flat Fees Completed by June 30, 2025
Task 4: Valuation Based Fees Completed by June 30, 2025 Task 5: Deposit Based Fees Structure Completed by June 30, 2025 Task 6: Report and Template Creation Completed by June 30, 2025 Task 7: Post Implementation Analysis Completed by June 30, 2026
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EXHIBIT C
COMPENSATION, AMENDMENT NO. 1
(AMENDED, REPLACES PREVIOUS)
The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation can also be calculated based on the hourly rate schedule attached as exhibit C-1 up to the not to exceed budget amount for each task set forth below.
CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below.
The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for Basic Services, including reimbursable expenses, and the total compensation for Additional S ervices do not exceed the amounts set forth in Section 4 of this Agreement.
The compensation to be paid to CONSULTANT under this Agreement for all services, additional services, and reimbursable expenses shall not exceed the amount(s) stated in Section 3 of this Agreement. CONSULTANT agrees to complete all Services and Additional Services, including reimbursable expenses, 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:
Project Project Data Total
Executive Manager Analyst Cost
USER FEE STUDY
Task 1: Research & Data Collection
Research 0 2 2 $500
Comparative Survey 2 0 20 $2,350
Use of City Software 2 2 0 $650
Deferred Revenue Procedures Review 4 8 8 $2,700
Amendment No. 1
Comparative Survey 2 16 $2,800
Deferred Revenue Procedures Review 2 4 10 $2,800
Subtotal Task 1 10 20 56 $11,800
Subtotal Task 1 Additional Services (Contingency) $1,550 Task 2: Dept Collaboration, Presentation, Training
Kickoff Meeting 2 2 2 $850
Staff Interviews (Data Workshops) 0 12 0 $1,800
Stakeholder Presentations 2 2 0 $650
Staff Training 0 4 6 $1,200
Amendment No. 1
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Kickoff Meeting 2 2 $700
Staff Interviews (Data Workshops) 8 $1,600
Stakeholder Presentations 8 12 $4,400
Staff Training 2 6 $1,300
Subtotal Task 2 12 44 16 $12,500
Subtotal Task 2 Additional Services (Contingency) $1,125 Task 3: Flat Fees
Current & Potential Fees 2 8 12 $2,750
Fully Burdened Hourly Rates 0 10 16 $3,100
Total Cost Analysis 4 14 26 $5,400
Legal Review Fees 2 8 2 $1,750
Recommended Fee Workbook(s) 4 14 20 $4,800
Departmental Surcharges 4 14 4 $3,200
Amendment No. 1
Current & Potential Fees 2 4 $1,000
Fully Burdened Hourly Rates 8 16 $4,000
Total Cost Analysis 2 12 20 $5,900
Recommended Fee Workbook(s) 6 8 $2,400
Departmental Surcharges 4 12 2 $3,700
Subtotal Task 3 22 108 130 $38,000
Subtotal Task 3 Additional Services (Contingency) $5,250 Task 4: Valuation-Based Fees 12 38 52 $13,000
Amendment No. 1 4 16 36 $9,600
Subtotal Task 4 16 54 88 $22,600
Subtotal Task 4 Additional Services (Contingency) $3,250 Task 5: Deposit-Based Fees
Total Cost Analysis 2 8 10 $2,550
Policies 2 4 0 $950
Amendment No. 1
Total Cost Analysis 2 4 $1,000
Subtotal Task 5 4 16 14 $4,500
Subtotal Task 5 Additional Services (Contingency) $875 Task 6: Report & Template Creation
Prepare Final Report 16 20 16 $7,400
Recommended Fee Workbook(s) 0 8 10 $2,200
Master Fee Schedule 0 0 8 $800
User Fee Model(s) 0 4 10 $1,600
Amendment No. 1
Prepare Final Report 8 20 16 $8,400
Recommended Fee Workbook(s) 2 8 $1,600
Master Fee Schedule 6 $900
User Fee Model(s) 4 10 $2,300
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Subtotal Task 6 24 58 84 $25,200
Subtotal Task 6 Additional Services (Contingency) $3,000 Task 7: Post Implementation Analysis 4 14 22 $5,000
Amendment No. 1 $2,100
Subtotal Task 7 Additional Services (Contingency $1,250
Sub-total for Services – Original Contract $65,200 Sub-total for Services – Amendment No. 1 $56,500
Reimbursable Expenses (if any) $0.00
Total for Services and Reimbursable Expenses $121,700 Additional Services (if any, per Section 4) $16,300
Maximum Total Compensation $138,000
REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance, and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expense s. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: $0.00
All requests for payment of expenses shall be accompanied by appropriate backup information.
Any expense ant icipated to be more than $500.00 shall be approved in advance by the CITY’s project manager.
ADDITIONAL SERVICES
The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expenses, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement.
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EXHIBIT C-1
SCHEDULE OF RATES, AMENDMENT NO. 1
(ADDED, AMENDED, REPLACES PREVIOUS)
CONSULTANT’s schedule of rates is as follows:
Original Contract Rates:
Amendment No. 1 Rates
CITY and CONSULTANT may at any time, during the duration of contract, mutually agree to add new position titles, rates, and adjust listed rates so long as the changes do not increase the not to exceed amount as noted in Section 3 of this Amendment No. 1.
Position Rate
Project Executive $175.00
Project Manager $155.00
Data Analyst $100.00
Position Rate
Project Executive $300.00
Project Manager $250.00
Data Analyst $150.00
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Transportation
Meeting Date: February 26, 2024
Report #:2401-2548
TITLE
Approve and Authorize the City Manager to Execute a Funding Agreement with the Valley Transportation Authority (VTA) to Accept a $250,000 Grant as part of the 2010 Measure B Vehicle Registration Fee (VRF) Countywide Program Cycle Four; CEQA status – Statutorily Exempt.
RECOMMENDATION
Staff recommends that Council approve and authorize the City Manager or their designee to enter a funding agreement with the Valley Transportation Authority (VTA) on behalf of the City of Palo Alto to Accept $250,000 as part of the 2010 Measure B Vehicle Registration Fee (VRF) Countywide Program Cycle Four.
EXECUTIVE SUMMARY
The VTA manages and allocates funds from Santa Clara County’s VRF Program. Through a competitive application process, the City of Palo Alto’s Traffic Signal and Intelligent Transportation Systems project (PL-05030) for Quarry Road was selected to receive a grant of $250,000 toward completion of the project which would include replacement of aging traffic signal equipment to comply with current standards, and to implement signal timing optimization along the Quarry Road corridor.
BACKGROUND
Senate Bill 83 (Hancock), signed into law in 2009, authorized countywide transportation agencies such as the Santa Clara Valley Transportation Authority (VTA) to implement a Vehicle Registration Fee (VRF) of up to $10 on motor vehicles registered within the county to pay for transportation programs and projects.
The City of Palo Alto has a continuous need to maintain, operate, and optimize operations of traffic signals. Quarry Road, between Welch Road and El Camino Real, in particular has aging equipment such as traffic signal cabinets, detection systems and pedestrian push buttons. In Item 8
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addition, signal timing has not been optimized on this corridor in many years. In recent years, substantial projects to improve the Stanford Medical Center, Stanford Shopping Center, and Quarry Road itself have occurred however the traffic signals at each of the intersections between El Camino Real and Vineyard Road have not been updated as part of these efforts.
The signalized intersections along Quarry Road are in need of updates and are currently included with anticipated traffic signal improvements efforts over the next several years. This ITS project is not to be confused with the ongoing work with Stanford on Quarry Road improvements for Transit Center access, as this project does not include the Quarry Road and El Camino Real Intersection.
ANALYSIS
The Quarry Road corridor project was selected as one of the top scoring projects among many applications from various jurisdictions throughout Santa Clara County. The award amount of $250,000 would cover approximately 85% of the total anticipated project costs.
The improvements included with this funding were anticipated to occur sporadically over the next four years due to cost limitations and other needs throughout the city. The VRF funding allocation will allow a more complete upgrade in a timely manner and allow for anticipated CIP funding to be re-allocated toward other areas of the City.
FISCAL/RESOURCE IMPACT
Funding from the VRF allocation would be incorporated into the Traffic Signal and Intelligent Transportation Systems project (PL-05030) through the City‘s FY 2025 Capital Improvement Plan budget process.
The City’s capital improvement budget includes projections into the next five fiscal years for ITS and traffic signal related improvements throughout the City including the intersections identified in the project that would be receiving these VRF funds. The VRF funding allocation would allow a more complete upgrade in a timely manner and allow for anticipated CIP funding to be allocated toward other areas of the City.
STAKEHOLDER ENGAGEMENT
The VRF funding allocation process is led by the VTA and discussed and approved by the various public meetings including the VTA‘s Technical Advisory Committee (TAC) and approved by the Board of Supervisors.
ENVIRONMENTAL REVIEW
The Quarry Road ITS improvement project would qualify for CEQA statutory exemption under PRC section 21080.25(b)(3) (Transit prioritization project).
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ATTACHMENTS
Attachment A: VRF Funding Agreement
APPROVED BY:
Philip Kamhi, Chief Transportation Official
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1 FUNDING AGREEMENT
BETWEEN THE CITY OF PALO ALTO AND
THE SANTA CLARA VALLEY TRANSPORTATION AUTHORITY
FOR 2010 MEASURE B VEHICLE REGISTRATION FEE COUNTYWIDE
PROGRAM
This Agreement (“Funding Agreement”) between the City of Palo Alto, a California municipal corporation, (“GRANTEE”), and the SANTA CLARA VALLEY TRANSPORTATION AUTHORITY, a public agency, ("VTA") is made as of the date of final execution by each party hereto.
RECITALS
A.Whereas, in November of 2010, the voters of Santa Clara County authorized a TEN DOLLAR ($10) increase in the Vehicle Registration Fee (“VRF”), referred to hereinafter as the “PROGRAM,” for transportation-related projects and adopted an expenditure plan which allocates the revenue to transportation-related programs and projects that have a relationship or benefit to the persons who pay the fee; and B.Whereas, the VTA Board of Directors has adopted administrative procedures for the PROGRAM; and
C.Whereas, these administrative procedures state that VTA will execute program funding agreements with project grantees; and
D.Whereas, the PROGRAM includes a “Countywide Program” that includes Intelligent Transportation System (ITS) technologies as an eligible project category; and E.Whereas, on November 2, 2023, the VTA Board approved VRF ITS funds for the City of Palo Alto ‐ Quarry Road ITS Upgrade and Optimization s (PROJECT); and F.Whereas, each party hereto (“Party”) desires to specify the terms and conditions under which VRF-ITS project grants are conducted and financed.
NOW, THEREFORE, in consideration of the mutual promises contained herein, each Party (collectively referred to as the “Parties”) agrees as follows:
AGREEMENT
1. Grant of VRF Funds. VTA hereby agrees to allocate to GRANTEE, a grant (“Grant”) in an amount not to exceed two hundred fifty thousand DOLLARS ($250,000) (“Maximum Grant Amount”). Said grant is provided to GRANTEE in return for GRANTEE’s agreement to implement the “PROJECT.” The use of PROJECT funds is for procurement and implementation of traffic signal hardware and automated traffic signal performance measures to improve operations on Quarry Road (between Palo Road and Welch Road) corridor, including the City’s staff support that should not exceed 10% of the Maximum Grant Amount. Approved PROJECT elements and costs are shown on Table 1 of Exhibit A attached hereto and incorporated by reference.
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2 2. Term. The term of this Funding Agreement shall commence on the Effective Date (defined as the last execution date in the signature block below) and shall continue until the earlier of: (i) the date that the Project is completed or terminated; or (ii) 5:00 pm (Pacific Time) on December 31, 2025.
Any requests for additional time to complete Project beyond December 31, 2025 must be submitted in writing to VTA no later than 5:00 pm (Pacific Time) on October 1, 2025 and document that significant progress has been made on the project. VTA may approve or deny such requests in its sole discretion. Written approval of the extension request by VTA shall state the term of the extension term of this Agreement.
3. Invoicing and Payment.
a. Grantor shall submit invoices at quarterly intervals to VTA for reimbursement of eligible costs incurred to implement the PROJECT commencing on the Effective Date. GRANTEE shall include auditable back-up documentation (time sheets, bills, etc.) with each invoice.
b. VTA shall reimburse GRANTEE’s PROJECT eligible costs up to the Maximum Grant Amount. VTA will allocate to GRANTEE the VRF funds only on a cost reimbursement basis and only for documented eligible costs of the PROJECT.
GRANTEE agrees that VRF-ITS funds will be utilized only after GRANTEE exhausts the PROJECT’S other existing funding allocation. c. VTA shall, within twenty (20) days after receipt of an invoice that conforms to the requirements set forth in this Funding Agreement, reimburse GRANTEE for all eligible expenditures not reimbursed by other PROJECT funding up to the Maximum Grant Amount.
d. GRANTEE shall submit bi-annual reports of GRANTEE’s expenditures of PROGRAM funds and associated interest, in a form to be provided by VTA to GRANTEE. Each report will provide PROJECT status to date and a status update for uncompleted tasks. Reports are due from GRANTEE to VTA no later than April 15 and October 15 of each year as a condition of receiving funds.
GRANTEE should include photographs to document work performed as appropriate and requested by VTA.
4. Naming of Project Liaison. Prior to execution of this Funding Agreement, GRANTEE shall notify VTA of the name of the GRANTEE’s PROJECT liaison (the “Liaison”) and of the Liaison’s address, telephone number and email address. The Liaison shall be the liaison to VTA pertaining to implementation of this Funding Agreement and shall be the contact for information about the PROJECT. GRANTEE shall notify VTA in writing of any change of Liaison or of the Liaison’s contact information. Where possible such notification shall be delivered to VTA no later than thirty (30) days prior to the date of any change.
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3 5. Maintenance of Records. GRANTEE shall maintain PROJECT financial records, books, documents, papers, accounting records and other evidence pertaining to costs for five (5) years after the PROJECT’s completion. GRANTEE shall make such records available to VTA upon request for review and audit purposes. Financial audits will be performed at VTA’s discretion. VTA will notify GRANTEE in writing in advance of any audit or other PROJECT review.
6. Credit of Funding Contribution. GRANTEE shall include a reference to VTA’s funding contribution on all signage, electronic or printed materials related to the PROJECT that are distributed to the public. VTA shall provide a copy of VTA logos to GRANTEE for use in complying with the requirements of this provision,
7. Indemnities.
a. Neither VTA nor any officer or employee thereof shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by GRANTEE under or in connection with any work, authority or jurisdiction delegated to VTA or GRANTEE under this Funding Agreement. Both Parties agree that pursuant to Government Code 895.4, GRANTEE shall fully defend, indemnify, and save harmless VTA from all suits or actions of every name, kind and description brought on for or on account of injury (as defined in Government Code Section 810.8) occurring by reason of anything done or omitted to be done by GRANTEE under or in connection with any work, authority or jurisdiction delegated to GRANTEE under this Funding Agreement. This provision shall survive the termination of this Funding Agreement.
b. Neither GRANTEE nor any officer or employee thereof shall be responsible for any damage or liability occurring by reason of anything done or omitted to be done by VTA under or in connection with any work, authority or jurisdiction delegated to GRANTEE or VTA under this Funding Agreement. Both Parties agree that pursuant to Government Code 895.4, VTA shall fully defend, indemnify, and save harmless GRANTEE from all suits or actions of every name, kind and description brought on for or on account of injury (as defined in Government Code Section 810.8) occurring by reason of anything done or omitted to be done by VTA under or in connection with any work, authority or jurisdiction delegated to VTA under this Funding Agreement. This provision shall survive the termination of this Funding Agreement.
8. Changes to Terms of Agreement. No amendment, alteration or variation of the terms of this Funding Agreement shall be valid unless made in writing and signed by both of the parties hereto and no oral understanding or agreement not incorporated herein shall be binding on any of the parties hereto.
9.Entire Agreement. This Funding Agreement represents the full and complete understanding of the Parties with respect to the PROJECT. Any prior or contemporaneous oral or written agreements by and between the Parties or their agents and representatives with respect to the subject matter of this Funding Agreement are revoked and extinguished hereby.
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4 10. Assignment. GRANTEE shall not assign this Funding Agreement without the prior written authorization of the VTA. Any assignment made in the absence of such authorization shall be deemed void ab initio and without legal effect.
11. Binding on Successors and Assigns. This Funding Agreement shall be binding upon each Party and any of its successors and/or permitted assigns.
12. Notices. Each Party shall give any notice which may be required under this Funding Agreement in writing. Such notice shall be effective when received, and shall be given by personal service, by the U.S. Postal Service or by certified mail, to the addresses set forth below, or to such addresses which may be specified in writing by the Parties hereto.
To VTA: To GRANTEE:
Deborah Dagang ContactPhilip Kamhi
Director of Planning and Program Development Title of contactChief Transportation Official
Santa Clara Valley Transportation Authority AgencyCity of Palo Alto 3331 North 1st Street Address250 Hamilton
Avenue
Building B2 cityPalo Alto, CA ZIP94301
San José, CA 95134
13. Signature Authority. Each Party to this Funding Agreement represents and warrants that each person whose signature appears hereon has been duly authorized and has the full authority to execute this Funding Agreement on its behalf.
14. Strict Performance. The failure of either Party to insist upon the strict performance of any of the terms, covenants and conditions of this Funding Agreement shall not be deemed a waiver of any right or remedy that either Party may have, and shall not be deemed a waiver of their right to require strict performance of all of the terms, covenants, and conditions thereafter.
15. Dispute Resolution. If a question arises regarding interpretation of this Funding Agreement or its performance, or the alleged failure of a Party to perform, the Party raising the question or making the allegation shall give written notice thereof to the other Party. The Parties shall promptly meet in an effort to resolve the issues raised.
If the Parties fail to resolve the issues raised, alternative forms of dispute resolution, including mediation, may be pursued by mutual agreement. It is the intent of the Parties to the extent possible that litigation be avoided as a method of dispute resolution.
16. Choice of Law; Venue. This Funding Agreement shall be construed and its performance enforced under California law. In the event that suit shall be brought by either Party to this Funding Agreement, the Parties agree that venue shall 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 for the Northern District of California, in San José, California.
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5 17. Interpretation of this Funding Agreement. The Parties hereto acknowledge and agree that, although this Funding Agreement was originally drafted by VTA’s legal counsel, GRANTEE and its legal counsel have reviewed and negotiated the terms of this Funding Agreement with the VTA. Consequently, the doctrine that ambiguities in an agreement should be resolved against the drafting party shall not be employed in connection with this Funding Agreement, which shall be interpreted in accordance with its fair meaning.
18. Counterparts. This Funding Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument.
Signatures of Parties on following page.
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6 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date shown below:
CITY OF PALO ALTO
(GRANTEE)
SANTA CLARA VALLEY
TRANSPORTATION AUTHORITY (VTA)
NAMEEd Shikada, City Manager Carolyn Gonot, General Manager/CEO Date: _______________
Approved as to Form:
Date: _______________
Approved as to Form:
NAMETim Shimizu, City CounselAssistant
City Attorney
Ed Maron, Senior Assistant Counsel
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7 Exhibit A
Table 1 – Proposed VRF Project Elements & Costs
Project Element No. of Units Cost per Unit Total Cost
Palo Alto
APS Push Buttons at Intersections 4 $ 7,000 $ 28,000 Video Detection at Intersections 4 $ 25,000 $ 100,000 Traffic Signal Controller 4 $ 9,000 $ 36,000 Traffic Signal Controller Cabinet 4 $ 9,000 $ 36,000 ATSPM 2 $ 5,000 $ 10,000 Labor L.S. $ 40,000 $ 40,000 Subtotal $ 250,000
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Planning and Development Services
Meeting Date: February 26, 2024
Report #:2402-2615
TITLE
Approve Two Contracts for Consultant Services for the Downtown Housing Plan: Contract Number C24187236 with Wallace Roberts & Todd, LLC (WRT) for a Not-to Exceed Amount of $1,508,254 to Provide Planning and Consulting Services to Develop the City’s Downtown Housing Plan for a Term of Two-years with an Optional One-year Extension; and Contract Number C24187237 with Good City Company (Good City) for a Not-to Exceed Amount of $375,522 to Provide Project Management and Consulting Services for the City’s Downtown Housing Plan for a Term of Two-years with an Optional One-year Extension. CEQA Action:
Agreements are not subject to CEQA
RECOMMENDATION
Staff recommends that the City Council:
1. Approve and authorize the City Manager or their designee to execute Contract No.
C24187236 with Wallace Roberts & Todd, LLC (WRT) for a not-to exceed amount of $1,508,254 to provide planning and consulting services for the Downtown Housing Plan for a term of two-years with an optional one-year extension; and
2. Approve and authorize the City Manager or their designee to execute Contract No.
C24187237 with Good City Company (Good City) for a not-to exceed amount of $375,522 to provide project management and consulting services for the Downtown Housing Plan for a term of two years with an optional one-year extension.
EXECUTIVE SUMMARY
The City completed two Request for Proposals (RFP) processes in 2023 related to development of the City’s Downtown Housing Plan (DHP) and selected firms to provide professional services.
The City selected Good City to provide project management assistance in March, 2023. WRT was selected in April, 2023 to develop the DHP. Staff recommends the City Council enter into two- year contracts, with optional one-year extensions, with:
1. WRT for $1,508,254
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2. Good City for $375,522
The City was awarded a $800,000 grant from the Metropolitan Transportation Commission (MTC) to create a housing plan within the University Avenue/downtown Priority Development Area (PDA). The Downtown Housing Plan (DHP) will focus on housing production in the Downtown, including affordable housing, and will implement policies from the City’s Comprehensive Plan and Housing Element. Community engagement will be key to the success of the planning effort, as will technical, design, and planning work by qualified consultants funded by the grant.
Staff identified that additional assistance in the form of a consultant project manager would be necessary to advance the DHP in a timely manner. During the Fiscal Year 2023 adopted budget, Council approved consultant project management funding in the amount of $150,000 annually for four years through FY 2026, totaling $600,000. During the Fiscal Year 2024 adopted budget, Council also approved $500,000 for consultant preparation of the DHP based on request for proposals responses indicating additional funding would be required. Total funding in the amount of $1.9 million has been approved for plan development and project management.
BACKGROUND
On April 18, 2022, the City Council accepted an $800,000 PDA Planning Grant for the proposed DHP.1 In doing so, the City Council also acknowledged that a consultant project manager would be necessary to carry out the project. In contrast to recent area plans, the project manager component enables the DHP to be a consultant led effort intended to keep the timeline on track.
Maintaining the project timeline is important to ensure the PDA grant deliverables are completed within the allocated timeframe.
Downtown Housing Plan Goals and Objectives
The DHP covers approximately 76 acres and is a sub-area of the University Avenue/PDA.
Consistent with the requirements of the PDA Planning Grant, the DHP will need to evaluate key elements. The DHP will build off work completed as part of the adopted 2023-2031 Housing Element and create a focused housing plan for the downtown by identifying development standards, design standards, and public infrastructure necessary to accelerate housing production. The DHP also has the objective of affirmatively furthering fair housing, which is a requirement of the grant.
The DHP preparation will require extensive community and business outreach and participation, including facilitation of a Community Working Group. The Working Group will serve an advisory role making recommendations at key junctures in the project (e.g., prior to community outreach, or to review the draft plan). DHP preparation also involves coordination with regional and local stakeholders, such as housing advocates, business leaders, the County, Stanford University, 1 April 18, 2022 City Council Staff Report: https://www.cityofpaloalto.org/files/assets/public/agendas-minutes- reports/agendas-minutes/city-council-agendas-minutes/2022/20220418/20220418pccsmamended- linked.pdf#page=68
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Caltrans, Santa Clara Valley Transportation Authority (VTA), Palo Alto Unified School District, and the Santa Clara Valley Water District.
Downtown Housing Plan Elements
The MTC grant requires that the DHP include the following:
•Project Management and Coordination
•Community Outreach and Engagement
•Community Assessment and Policy Development
•Downtown Housing Plan Preparation
Throughout the process there will be updates with City Council and other boards and commission to ensure that the DHP is on track and consistent with expectations and goals. Finally, with a recommendation from the Planning and Transportation Commission (PTC), the City Council will consider adoption of the DHP.
While a consultant team will be responsible for completing work on the DHP, a project manager is necessary to ensure that all aspects of the project are progressing according to schedule.
Consultant project manager services provide an alternative approach to help facilitate timely completion of the plan, allow staff resources to be used for other Council-priorities and supports a measure of project continuity and focus due to staff vacancies or unfilled positions.
Staff is still required for general oversight and quality assurance. To select a project manager, staff interviewed consultants from the Planning & Development Services list of on-call consultant firms. That effort did not result in a successful candidate, and therefore the City needed to conduct a wider search through an RFP process.
ANALYSIS
The City issued two RFPs associated with the DHP—one for preparation of the plan itself and one for project management assistance.
DHP RFP Preparation
The City issued an RFP on PlanetBids, the City’s eProcurement platform, for professional services for preparation of the DHP on March 30, 2022, but received no proposals by the deadline. The City reissued the RFP on May 19, 2022 and received two proposals. Through negotiations with one of the preferred firms, the scope and budget changed substantially to address stakeholder engagement which warranted another rebid. The rebid was released on February 21, 2023 and closed on April 5, 2023. Following the close of the RFP, staff followed standard procedures to conduct interviews and issue an intent to award the contract to the selected firm. The finalization of the contract was slowed due to unforeseen staffing constraints, but this did not impact the scope or budget from WRT. Table 1 contains a summary of the rebid process.
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Table 1: Summary of RFP Rebid Process for Primary Consultant Proposal Description RFP187236 Downtown Palo Alto Master Plan Proposed Length of Project 3-year term
Number of Vendors Notified 1,131
Number of Proposal Packages
Downloaded
20 Total Days to Respond to Proposal 43
Pre-Proposal Meeting No
Pre-Proposal Meeting Date NA
Number of Proposals Received 2
Proposal Price Range $799,555 - $1.3M
Public Link to Solicitation https://pbsystem.planetbids.com/portal/25569/bo/bo- detail/102543#
An evaluation committee of staff from the Planning and Development Services department reviewed the two proposals. WRT provided a comprehensive proposal that specifically addressed all the elements of the RFP and showed high engagement in the DHP development. WRT met all the evaluation criteria and was selected for: 1) their experience with similar jurisdictions; 2) their team’s comprehensive approach, comprehensive knowledge and application of public engagement and housing issues; and 3) meeting the objectives of the MTC grant. The second proposal, although lower in cost, did not adequately address the specific needs outlined in RFP requirements and did not have level of detail demonstrated in the WRT proposal. For additional details on the services to be provided by WRT, please see Attachment A. The DHP has the following main components:
•Task 1 — Project Management and Coordination
•Task 2 — Community Outreach and Engagement
•Task 3 — Community Assessment and Policy Development
•Task 4 — Downtown Housing Plan Document
Various sub-tasks necessary to complete the main components are detailed more extensively in the contract’s scope of services, Exhibit A in the attached contract. This scope of work is similar to the scope of work included as the Supplement Agreement No. 1 to the Master Agreement with MTC (approved by the Council in April, 2022).
Project Management
Another aspect of the work plan is to seek a consultant project manager to ensure that the DHP progresses in accordance with the scope of work and grant requirements. The City Council has Item 9
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budgeted $150,000 a year for up to four years for this effort.
The City issued an RFP on PlanetBids for professional services on February 21, 2023 and received one proposal by the March 29, 2023 deadline. Table 2 contains a summary of the process.
Table 2: Summary of Request for Proposal for Project Manager Proposal Description RFP 187237 Downtown Palo Alto Housing Master Plan Project Manager
Proposed Length of Project 3-year term
Number of Vendors Notified 1,131
Number of Proposal Packages
Downloaded
16 Total Days to Respond to Proposal 36
Pre-Proposal Meeting No
Pre-Proposal Meeting Date NA
Number of Proposals Received 1
Proposal Price Range $575,440
Public Link to Solicitation https://pbsystem.planetbids.com/portal/25569/bo/bo- detail/102545
In accordance with the City’s procurement procedures, Good City Company was deemed responsive to move forward in the evaluation process. An evaluation committee of staff from the Planning and Development Services Department reviewed the proposal. Good City Company was selected for: 1) their experience with similar jurisdictions, 2) their comprehensive community development and housing issues knowledge, and 3) effective project management techniques to ensure that the project is completed on-time and on-budget. The final scope of work and contract (Attachment B) was adjusted from the initial proposal to account for staff’s input on staffing levels and other factors related to the project timeline.
The project manager is seen as an integral part of the overall DHP project. With general oversight from staff, the project manager will ensure that the consultant team carrying out the scope of work will complete the DHP on-time and on-budget.
The main components of the Project Manager scope of work include:
•Task 1 — Project Management and Communications
•Task 2 — Document Review Coordination
•Task 3 — Meetings
Project Schedule
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The DHP contracts would have a two-year timeline that coincides with the PDA Planning Grant.
MTC has indicated that a one-year extension can be granted. The contracts include a third year optional extention in the event of a project delay. The project is intended to be completed within the allocated timeline to ensure all deliverables associated with the grant (including adoption of the DHP) are reimbursable. If the timeline is exceeded or the scope is expanded, consultant costs would also increase. These factors could require additional General Fund allocations to complete the project. As a result, in contrast to recent area plan projects like the North Ventura Coordinated Area Plan, the DHP in structured as a consultant driven project led by the consultant project manager to maintain the timeline.
The DHP project would commence after the contract is approved by the City Council. Many of the project tasks will run concurrently. For example, public outreach and engagement will be ongoing throughout the project while assessments and technical studies will be prepared.
Parallel work is intended to ensure progress will be made at a steady, consistent pace, incorporating recurring feedback and inputs from some of the tasks into the overall DHP. This work is also intended to be iterative so that the consultant project team and staff can complete and gather data, conduct analysis, prepare summary reports and memos, and receive feedback from the Community Working Group prior to discussions with the Planning & Transportation Commission and City Council.
POLICY IMPLICATIONS
This project is consistent with prior Council direction to further implement the City’s Comprehensive Plan and Housing Element. The Comprehensive Plan includes policies that are specific to the downtown area from the Land Use and Community Design Element. Prior Council discussion on the initiation of this project occurred on April 18, 2022. 2 The project would assist the City in implementing components of the 2023-2031 Housing Element, including programs
1.4: City-Owned Land Lots, 3.9: Conversion Of Commercial Uses To Mixed-Use Development, and Program 6.6: Fair Housing.
FISCAL/RESOURCE IMPACT
MTC awarded Palo Alto the PDA Planning Grant maximum amount of $800,000 for development of the DHP. Prior actions by the Council during the Fiscal Year 2023 adopted budget also added $150,000 in annual consultant project management funding for four years through Fiscal Year 2026, totaling $600,000. Council also added $500,000 in funding for consultant preparation of the DHP during the Fiscal Year 2024 adopted budget based on request for proposal responses which indicated additional funding would be required. Total funding in the amount of $1.9 million has been approved for plan development and project management.
The WRT consultant budget for preparation of the DHP is $1,508,254. The final scope of work 2 April 18, 2022 City Council Action Meeting Minutes: https://www.cityofpaloalto.org/files/assets/public/agendas- minutes-reports/agendas-minutes/city-council-agendas-minutes/2022/20220411/20220411amccs.pdf Item 9
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and contract was adjusted from the initial proposal to include additional stakeholder engagement and a 10 percent contingency. For project management, staff anticipates $150,000 is needed annually for the duration of the project over a two- to three-year period. Any further budget allocations would be a part of the annual or mid-year budget process. Combined with the project manager budget, the total consultant budget is estimated to be $1,883,776. Of that amount, between $950,000 and $1,100,000 would be funded by the City with the balance covered by the PDA Planning Grant. No additional resources are requested at this time given previously approved funding.
STAKEHOLDER ENGAGEMENT
RFPs for the contracts were posted on the PlanetBids. For each contract, 1,131 vendors were notified. The solicitation period posted for the rebid for DHP preparation was 43 days, closed on April 5, 2023, and two proposals were received. The solicitation period posted for project management of the DHP was 36 days, closed on March 29, 2023, and one proposal was received.
For the DHP itself, public engagement is an important part of the DHP development. The stakeholder engagement program includes a menu of stakeholder engagement activities such as pop-up events and website engagement tools. The Project Manager would help organize stakeholder engagement activities outlined in the DHP scope of work.
ENVIRONMENTAL REVIEW
The approval of an agreement for consulting services is not an action subject to environmental review under the California Environmental Quality Act.
ATTACHMENTS
Attachment A: Palo Alto Downtown Housing Plan Contract, C24187236 Attachment B: Palo Alto Downtown Housing Plan Project Manager Contract, C24187237 APPROVED BY:
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Professional Services
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CITY OF PALO ALTO CONTRACT NO. C24187236
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND WALLACE ROBERTS & TODD, LLC
This Agreement for Professional Services (this “Agreement”) is entered into as of the 26th day of January, 2024 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and WALLACE ROBERTS & TODD , LLC a Pennsylvania corporation , located at 260 S. Board Street , Philadelphia, PA 19102 (“CONSULTANT”).
The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference:
RECITALS
A. CITY intends to create a Downtown Housing Plan (the “Project”) and desires to engage a consultant to provide project management and coordination, community outreach and engagement, community assessment and policy development, and document development 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.
CITY will issue a Task Order assigned and approved by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in the same form as Exhibit A -1 entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall contai n a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement.
To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation due to CONSULTANT for all Task Orders issued under this Agreement shall not exceed the amount of compensation set forth DocuSign Envelope ID: 13C137BC-9E36-4011-A965-D62E2DB08DF7 Item 9
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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 amoun t 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, 2026, 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 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.
SUBCONSULTANT shall not be responsible for any de lays in the project resul ting from circumstances beyond the SUBCONSULTANT’s reasonable control nor shall SUBCONSULTANT be deemed to be in default of this Agreement for same.
SECTION 4. NOT TO EXCEED COMPENSATION . The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed One M illion Three Hundred Seventy One Thousand and One Hundred Forty Dollars ($1,371,140). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.
Optional Additional Services Provision (This provision applies only if checked and a not-to-exceed compensation amount for Additional Services is allocated below under this Section 4.)
In addition to the not-to-exceed compensation specified above, CITY has set aside the not- to-exceed compensation amount of One Hundred Thirty-Seven Thousand and One Hundred Fourteen Dollars ($137,114) for the performance of Additional Services ( as defined below). The total compensation for performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C , shall not exceed One Million Five Hundred Eight Thousand and Two Hundred Fifty-Four Dollars ($1,508,254), 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 a dvanced, written authorization from CITY as detailed in this Section. Additional Services, if any, DocuSign Envelope ID: 13C137BC-9E36-4011-A965-D62E2DB08DF7 Item 9
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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 Tas k 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 provis ions of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.
To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4.
CONSULTANT shall only be compensated for Additional Services performed under an authorized Task Order and only up to the maximum amount of compensation set forth for Additional Services in this Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the Services performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 1 3 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice . All invoices shall be submitted to the Planning Department’s contract email account at [email protected] to ensure timely payment.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it , its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances.
SECTION 7. COMPLIANCE WITH LAWS . CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to DocuSign Envelope ID: 13C137BC-9E36-4011-A965-D62E2DB08DF7 Item 9
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