Agenda packet — Palo Alto City Council, May 13, 2024 (part 1 of 2)

CITY COUNCIL
Regular Meeting
Monday, May 13, 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
SPECIAL ORDERS OF THE DAY (5:30 ‐ 5:55 PM)

1. Proclamation Recognizing Public Employees and City Service Accomplishments and Acknowledging National Public Service Recognition Week: May 5‐11, 2024

2. Proclamation Recognizing National Police Week ‐ May 12‐18, 2024 and National Peace Officers' Memorial Day May 15, 2024
AGENDA CHANGES, ADDITIONS AND DELETIONS
PUBLIC COMMENT (5:55 ‐ 6:25 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 (6:25 ‐ 6:30 PM) Members of the public may not speak to the item(s).

STUDY SESSION (6:30 ‐ 7:15 PM)

3. FY 2025 Proposed Operating and Capital Budget ‐ Finance Committee Update and Council Budget Discussion
CONSENT CALENDAR (7:15 ‐ 7:20 PM)
Items will be voted in one motion unless removed from the calendar by three Council Members.

4. Approval of Minutes from April 29, 2024 Meeting

5. Adoption of a Resolution Vacating an Easement at 1020 East Meadow Circle

6. Adoption of a Resolution Vacating an Easement at 1036 East Meadow Circle

7. Approval of Amended and Restated Rental Agreement C20175026A with JC Decaux San Francisco, LLC, in the Amount Not‐to‐Exceed $685,655 for a Five‐year Term to Provide the Rental and Servicing of a single Automated Public Toilet with an option to extend for another Five‐year term from the Termination date; CEQA Status ‐ Exempt Under CEQA Guidelines Sections 15301 and 15302

8. Approval of a Professional Services Contract Number C24187280 With 3Di in a Not‐to Exceed Amount of $443,256 to Provide Rental Registry Program Software Solutions and Professional Services for a Term of Four‐Years; CEQA Status – Not a project.

9. CONSENT/Legislative: Amendments to Palo Alto Municipal Code (PAMC) Chapter

2.27, Historic Resources Board, Section 2.27.010 to Reduce Required Members from Seven to Five, Reduce the Required Number of Professionals from Three to Two, and Expand the Professional Fields Consistent with Certified Local Government (CLG) Requirements for Historic Resources Boards; and to PAMC Section 2.27.030 (a) and (b) to Reduce Regular Meetings to Once per Month and Reduce the Size of a Local Quorum to Three Members

10. Removal of Committee Member from the Storm Water Management Oversight Committee; CEQA Status – Not a Project
CITY MANAGER COMMENTS (7:20 ‐ 7:35 PM)
BREAK (5‐10 MINUTES)
ACTION ITEMS (Item 11: 7:45 ‐ 9:15 PM, Item 12: 9:15 ‐ 10:00 PM) Include: Report of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Report of Officials, Unfinished Business and Council Matters.

11. 2501 Embarcadero Way [22PLN‐00367]: Request for Council Approval of a Site and Design Application to Allow the Construction of a Local Advanced Water Purification System at the Regional Water Quality Control Plant (RWQCP). A Design Enhancement Exception to Allow for a Taller Screening Wall is Also Requested. Environmental Assessment: Council Previously Adopted an Addendum to the 2015 Environmental Impact Report (EIR) for the City of Palo Alto Recycled Water Project. Zone District: PF (D) (Public Facility with Site and Design Combining District).

12. Discussion and Direction Regarding the City Council Procedures and Protocols Handbook ‐ Annual Discussion as Recommended by the Policy & Services Committee SPECIAL ORDERS OF THE DAY (10:00 ‐ 10:10 PM)

13. Appointment of Candidates for Vacancies on the Stormwater Management Oversight Committee and Utilities Advisory Commission. CEQA Status ‐ Not a project.

CLOSED SESSION (10:10 ‐ 10:40 PM)

14. CONFERENCE WITH CITY ATTORNEY‐ EXISTING LITIGATION Subject: Packard v. Ravi, City of Palo Alto Superior Court Case No. 21‐CV‐383384 (One Case, as Defendant) Authority: Government Code Section 54956.9(d)(1)

ADJOURNMENT
OTHER INFORMATION
Standing Committee Meetings this week
Policy & Services Committee May 14, 2024
Retail Committee May 15, 2024
City/Schools Liaison Committee May 16, 2024
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 May 13, 2024
Materials submitted after distribution of the agenda packet are available for public inspection at
www.CityofPaloAlto.org/agendas
.

CALL TO ORDER
SPECIAL ORDERS OF THE DAY (5:30 ‐ 5:55 PM)

1. Proclamation Recognizing Public Employees and City Service Accomplishments and Acknowledging National Public Service Recognition Week: May 5‐11, 2024

COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (6:25 ‐ 6:30 PM) Members of the public may not speak to the item(s).

STUDY SESSION (6:30 ‐ 7:15 PM)

4. Approval of Minutes from April 29, 2024 Meeting

5. Adoption of a Resolution Vacating an Easement at 1020 East Meadow Circle

6. Adoption of a Resolution Vacating an Easement at 1036 East Meadow Circle

9. CONSENT/Legislative: Amendments to Palo Alto Municipal Code (PAMC) Chapter

13. Appointment of Candidates for Vacancies on the Stormwater Management Oversight Committee and Utilities Advisory Commission. CEQA Status ‐ Not a project.

CLOSED SESSION (10:10 ‐ 10:40 PM)

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.

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.

2 May 13, 2024
Materials submitted after distribution of the agenda packet are available for public inspection at
www.CityofPaloAlto.org/agendas
.

CALL TO ORDER
SPECIAL ORDERS OF THE DAY (5:30 ‐ 5:55 PM)

1. Proclamation Recognizing Public Employees and City Service Accomplishments and Acknowledging National Public Service Recognition Week: May 5‐11, 2024

COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (6:25 ‐ 6:30 PM) Members of the public may not speak to the item(s).

STUDY SESSION (6:30 ‐ 7:15 PM)

4. Approval of Minutes from April 29, 2024 Meeting

5. Adoption of a Resolution Vacating an Easement at 1020 East Meadow Circle

6. Adoption of a Resolution Vacating an Easement at 1036 East Meadow Circle

9. CONSENT/Legislative: Amendments to Palo Alto Municipal Code (PAMC) Chapter

13. Appointment of Candidates for Vacancies on the Stormwater Management Oversight Committee and Utilities Advisory Commission. CEQA Status ‐ Not a project.

CLOSED SESSION (10:10 ‐ 10:40 PM)

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.

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.

3 May 13, 2024
Materials submitted after distribution of the agenda packet are available for public inspection at
www.CityofPaloAlto.org/agendas
.

CALL TO ORDER
SPECIAL ORDERS OF THE DAY (5:30 ‐ 5:55 PM)

1. Proclamation Recognizing Public Employees and City Service Accomplishments and Acknowledging National Public Service Recognition Week: May 5‐11, 2024

COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (6:25 ‐ 6:30 PM) Members of the public may not speak to the item(s).

STUDY SESSION (6:30 ‐ 7:15 PM)

4. Approval of Minutes from April 29, 2024 Meeting

5. Adoption of a Resolution Vacating an Easement at 1020 East Meadow Circle

6. Adoption of a Resolution Vacating an Easement at 1036 East Meadow Circle

9. CONSENT/Legislative: Amendments to Palo Alto Municipal Code (PAMC) Chapter

13. Appointment of Candidates for Vacancies on the Stormwater Management Oversight Committee and Utilities Advisory Commission. CEQA Status ‐ Not a project.

CLOSED SESSION (10:10 ‐ 10:40 PM)

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.

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 May 13, 2024
Materials submitted after distribution of the agenda packet are available for public inspection at
www.CityofPaloAlto.org/agendas
.

CALL TO ORDER
SPECIAL ORDERS OF THE DAY (5:30 ‐ 5:55 PM)

1. Proclamation Recognizing Public Employees and City Service Accomplishments and Acknowledging National Public Service Recognition Week: May 5‐11, 2024

COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (6:25 ‐ 6:30 PM) Members of the public may not speak to the item(s).

STUDY SESSION (6:30 ‐ 7:15 PM)

4. Approval of Minutes from April 29, 2024 Meeting

5. Adoption of a Resolution Vacating an Easement at 1020 East Meadow Circle

6. Adoption of a Resolution Vacating an Easement at 1036 East Meadow Circle

9. CONSENT/Legislative: Amendments to Palo Alto Municipal Code (PAMC) Chapter

13. Appointment of Candidates for Vacancies on the Stormwater Management Oversight Committee and Utilities Advisory Commission. CEQA Status ‐ Not a project.

CLOSED SESSION (10:10 ‐ 10:40 PM)

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.

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.

5 May 13, 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: SPECIAL ORDERS OF THE DAY
Lead Department: Human Resources
Meeting Date: May 13, 2024
Report #:2405-2979
TITLE
Proclamation Recognizing Public Employees and City Service Accomplishments and Acknowledging National Public Service Recognition Week: May 5-11, 2024

ATTACHMENTS
Attachment A: Public Service Proclamation 2024
APPROVED BY:

Sandra Blanch
Item 1
Item 1 Staff Report
Item 1: Staff Report Pg. 1 Packet Pg. 6 of 272

Proclamation

PUBLIC SERVICE RECOGNITION WEEK
May 5 - 11, 2024
WHEREAS, Americans are served every single day by public servants at the federal, state, county and city levels. These unsung heroes do the work that keeps our nation working; and across our nation, public employees take not only jobs, but oaths of office; and

WHEREAS, many public servants risk their lives each day in service to the people of our communities, as well as provide safety inspections and patrols, maintain our infrastructure, operate our public facilities, and provide the diverse services demanded by the American people with integrity and diligence; and

WHEREAS, public servants provide the institutional knowledge, experience, and continuity that supports the long term sustainability of our community assets and organizational history; and WHEREAS, here in our city, our staff promotes and sustains the superior quality of life in Palo Alto, and in partnership with our community delivers cost-effective services in a personal, responsive, and innovative manner; and
WHEREAS, over the past year alone, our city staff have:
• Provided more than 49,000 police, fire and emergency medical service calls; • Cleaned and treated 90 miles of sewer lines;
• Repaired 90 gas leaks;
• Checked out over 1 million library items;
• Provided services for a total enrollment of more than 14,000 in classes, camps in arts, sciences recreational and open space programs;
• Maintained more than 4,000 acres of open space and urban parkland; • Issued 3,200 building permits and 1,600 fire permit inspections; and, • Completed 19,300 building inspections.

And much more, all with the professionalism we know and appreciate, day in and day out.

NOW, THEREFORE, I, Greer Stone, the Mayor of the City of Palo Alto do hereby proclaim that May 5, 2024 to May 11, 2024, is Public Service Recognition Week. All citizens are encouraged to recognize the accomplishments and contributions of government employees at all levels — federal, state, county and city – and especially our City of Palo Alto employees.

Presented: May 13, 2024

Greer Stone
Mayor
Item 1
Attachment A - Public
Service Proclamation
2024

Item 1: Staff Report
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City Council
Staff Report
Report Type: SPECIAL ORDERS OF THE DAY
Lead Department: Police
Meeting Date: May 13, 2024
Report #:2404-2880
TITLE
Proclamation Recognizing National Police Week - May 12-18, 2024 and National Peace Officers' Memorial Day May 15, 2024

ATTACHMENTS
Attachment A: Proclamation Recognizing National Police Week - May 12-18, 2024 and National Peace Officers' Memorial Day May 15, 2024
APPROVED BY:

Andrew Binder, Police Chief
Item 2
Item 2 Staff Report

Item 2: Staff Report
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1 Packet Pg. 8 of 272

______________________________
Greer Stone
Mayor

Proclamation

National Police Week, May 12-18 and
National Peace Officers’ Memorial Day, May 15, 2024

WHEREAS, the United States Congress and President of the United States have designated May 15, 2024 as National Peace Officers’ Memorial Day and the week in which it falls as Police Week; and

WHEREAS, the members of the Palo Alto Police Department play an essential role in safeguarding the rights and freedoms of its citizens; and

WHEREAS, it is important that all citizens know and understand the problems, duties, and responsibilities of their police department, and that members of our police department recognize their duty to serve the people by safeguarding life and property, by protecting against violence or disorder, and by protecting the innocent against deception and the weak against oppression or intimidation; and

WHEREAS, the Palo Alto Police Department has grown to be a modern and progressive law enforcement agency which unceasingly provides a vital public service; and

WHEREAS, The City of Palo Alto asks all citizens to join in honoring the police officers, past and present, who by their faithful and loyal devotion to their responsibilities have rendered a dedicated service to their communities and, in doing so, have established for themselves an enviable and enduring reputation for preserving the rights and security of all citizens.

NOW, THEREFORE, I, Greer Stone, Mayor of the City of Palo Alto on behalf of the entire City Council do hereby proclaim the week of May 12- 18, 2024 as Police Week and urge all citizens of Palo Alto to observe Wednesday May 15, 2024 as Peace Officers’ Memorial Day in honor of those peace officers who, through their courageous deeds, have lost their lives or have become disabled in the performance of duty.

Presented: May 13, 2024
Item 2
Attachment A -
Proclamation Recognizing
National Police Week -
May 12-18, 2024 and
National Peace Officers'
Memorial Day May 15,
2024

Item 2: Staff Report
Pg.
2 Packet Pg. 9 of 272

City Council
Staff Report
From: City Manager
Report Type: STUDY SESSION
Lead Department: Administrative Services
Meeting Date: May 13, 2024
Report #:2402-2681
TITLE
FY 2025 Proposed Operating and Capital Budget - Finance Committee Update and Council Budget Discussion

RECOMMENDATION
This study session is intended to facilitate next steps in the FY 2025 Budget process. Facilitation of a forum for Finance Committee to discuss with the City Council the status of FY 2025 budget review in preparation for the Committee’s budget wrap-up work on May 21, 2024.

Staff recommends that the City Council:
• Review the current proposed budget adjustments to the Fiscal Year 2025 Proposed Operating and Capital Budgets and Municipal Fee Schedule in alignment with the work completed by the Finance Committee on May 7, and 8, 2024; • Review the areas of focus for the City Council as identified by the Finance Committee and staff; and
•Provide feedback to the Finance Committee on any areas of focus or additional deliberations to review as part of the Budget Wrap-up Meeting scheduled for May 21, 2024.

ANALYSIS
Due to the meeting schedules, this memorandum precedes the Finance Committee review of the FY 2024 Proposed Operating and Capital Budgets and Municipal Fee Schedule, scheduled for May 7 and 8. Staff will a provide a Supplemental Memo prior to May 13th as necessary and as time permits to support a discussion on the Finance Committee proposed adjustments to the FY 2025 budgets and/or Municipal Fee schedule.

FY 2025 Budget documents are referenced below:
- FY 2025 City Manager Proposed Budget Transmittal Letter Item 3
Item 3 Staff Report

Item 3: Staff Report
Pg.
1 Packet Pg. 10 of 272

- FY 2025 Proposed Operating Budget
- FY 2025 Proposed CIP Budget
- Budget Transmittal to City Council ( May 6, 2024) – Agenda Report - Finance Committee Review of Proposed Budgets ( May 7 and May 8, 2024) Agenda Report
- Finance Committee Review of Proposed Municipal Fee ( May 8, 2024) Agenda Report As new materials are released during the Finance Committee review, all materials can be found on www.cityofpaloalto.org/budget

FISCAL/RESOURCE IMPACT
This report is a study session for the City Council to review the Finance Committee’s analysis and tentatively recommended changes to the FY 2025 Proposed Budget. No financial impacts will occur as a result of this report; however, recommendations from this study session will inform the Finance Committee’s final recommendations for adjustments to the FY 2025 Proposed Budgets to the City Council for adoption on June 17, 2024.

STAKEHOLDER ENGAGEMENT
On May 15, 2024, the City will conduct a virtual Budget Informational Session with community members to share information about the FY 2025 budget process and receive input from the community for the City Council to consider regarding priorities and service needs.

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

APPROVED BY:

Kiely Nose, Assistant City Manager
Item 3
Item 3 Staff Report

Item 3: Staff Report
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City Council
Staff Report
Report Type: CONSENT CALENDAR
Lead Department: City Clerk
Meeting Date: May 13, 2024
Report #:2404-2964
TITLE
Approval of Minutes from April 29, 2024 Meeting

RECOMMENDATION
That the minutes be reviewed and approved.

ATTACHMENTS
Attachment A: April 29, 2024 Draft Action Minutes
APPROVED BY:

Mahealani Ah Yun, City Clerk
Item 4
Item 4 Staff Report

Item 4: Staff Report
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CITY COUNCIL

DRAFT ACTION MINUTES

Page 1 of 2 ends

Special Meeting
Transportation Workshop
April 29, 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:

Call to Order
Agenda Changes, Additions and Deletions
TRANSPORTATION WORKSHOP: STUDY SESSIONS

1. Bicycle and Pedestrian Transportation Plan (BPTP) Update: Review and discuss the vision statement, objectives, performance measures, and share and obtain feedback on the existing conditions technical analysis.

NO ACTION

2. Re
view of Rail Grade Separation Alternatives for the advancement of the alternatives into the preliminary engineering and environmental documentation phase; CEQA status – statutorily exempt under CEQA section 15262 (feasibility and planning study).

NO ACTION
Adjournment: The meeting was adjourned at 9:40 P.M.

Item 4
Attachment A - April 29,
2024 Draft Action
Minutes

Item 4: Staff Report
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DRAFT ACTION MINUTES

Page 2 of 2 ends

Sp. City Council Meeting
Draft Action Minutes: 04/29/2024

ATTEST: APPROVED:
____________________ ____________________
City Clerk Mayor NOTE: Action minutes are pr epared 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 4
Attachment A - April 29,
2024 Draft Action
Minutes

Item 4: Staff Report
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Administrative Services
Meeting Date: May 13, 2024
Report #:2403-2832
TITLE
Adoption of a Resolution Vacating an Easement at 1020 East Meadow Circle

RECOMMENDATION
Staff recommends that the City Council adopt the attached resolution ordering the summary vacation of a public service easement for utility and incidental purposes located on the commercial property at 1020 East Meadow Circle in Palo Alto, CA.

BACKGROUND
The Grant of Easement as shown in Book 4988 of Official Records, page 543 of the Santa Clara County Official Records for public utility purposes affecting the properties located at 1036 East Meadow Circle was dedicated to and accepted by the City on November 15, 1960. The developer has requested that a 10-foot easement that runs the length of the property along with two 5-foot anchor easements to be vacated and replaced for the development of a new office building.

The City’s Utilities department has reviewed the vacation request and has determined that the easements to be vacated will be excess, as they will be superseded by relocation. A new public utilities easement has been signed by the City and replaces these easements. Therefore, the easements may be vacated in accordance with the summary proceeding authorized in Section 8333 of the California Streets and Highways Code.

FISCAL/RESOURCE IMPACT
The Summary Easement Vacation Processing fee of $1,980 as set forth in the FY2024 Municipal Fee Schedule has been paid by the developer.

STAKEHOLDER ENGAGEMENT
The Real Estate Division collaborated with the developer, Utilities, Public Works, and the City Attorney’s office for necessary reviews of language and exhibits.

Item 5
Item 5 Staff Report

Item 5: Staff Report
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ENVIRONMENTAL REVIEW
Council action on this item is not a project as defined by CEQA because summary vacation is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. CEQA Guidelines section 15378(b)(5).

ATTACHMENTS
Attachment A: Resolution Vacating an Easement at 1020 Meadow Circle APPROVED BY:

Lauren Lai, Administrative Services Director
Item 5
Item 5 Staff Report

Item 5: Staff Report
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Recorded at no charge in accordance with
Streets & Highways Code Section 8336 at
the request of and when recorded return to:

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

SPACE ABOVE LINE FOR RECORDER’S USE

A PN: 127-010-103
Address: 1020 East Meadow Circle
Palo Alto, CA 94303

SUMMARY VACATION
RESOLUTION NO. _____

RESOLUTION OF THE COUNCIL OF THE CITY OF PALO ALTO

SUMMARILY VACATING A PORTION OF A PUBLIC SERVICE EASEMENT AT 1020 EAST MEADOW CIRCLE, PALO ALTO, CA

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

WHEREAS, the City of Palo Alto accepted and recorded a Grant of Easement on the property located at 1020 East Meadow Circle, Palo Alto, CA 94303, for public utility purposes , dated November 21, 1960, in Book 4988 of Official Records, page 543; and

WHEREAS, the City of Palo Alto Utilities Department has evaluated and determined that the public utilities easement located on the property at 1020 East Meadow Circle, Palo Alto, CA 94303 is excess and can be superseded by relocation; and

WHEREAS, the City Council of the City of Palo Alto intends to summarily vacate the portions of public service easement as more particularly described in the following Exhibits:
• Exhibit “A-1” attached to this resolution and depicted on the plat map attached as Exhibit “A-2”,
• Exhibit “B-1” attached to this resolution and depicted on the plat map attached as Exhibit “B-2”, and
• Exhibit “C-1” attached to this resolution and depicted on the plat map attached as Exhibit “C-2”; and

Item 5
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NOW, THEREFORE, the City Council does hereby RESOLVE as follows:

SECTION 1 . This vacation is made under the authority of California Streets and Highways Code Chapter 4 of part 3 of Division 9, commencing at Section 8333 et. seq.

1. The public service easement described herein on the Exhibits are excess; and

2. Has been superseded by relocation.

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

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

SECTION 4 . The portion of public service easement for utilities and incidental purposes described in Exhibit s “A-1”, “B-1”, “C -1” and depicted in the plat maps attached as Exhibits “A-2”, “B-2”, and “C -2” will no longer constitute a public service easement from and after the date of recordation of the documents identified in Section 3 of this Resolution.

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Meadow Circle

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

INTRODUCED:

PASSED:

AYES:

NOES:

ABSENT:

ABSTENTIONS:

ATTEST:

____________________________ ____________________________ City Clerk Mayor

APPROVED AS TO FORM: APPROVED:

____________________________ ____________________________ Deputy City Attorney City Manager

____________________________
Director of Administrative Services

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BKF ENGINEERS
255 Shoreline Drive, Suite 200, Redwood City, CA 94065 | 650.482.6300 December 19, 2023
BKF No 20212367
EXHIBIT “A-1

LEGAL DESCRIPTION

PUBLIC UTILITY EASEMENT QUITCLAIM
All that real property situate in the City of Palo Alto, County of Santa Clara, California, being a portion of Parcel D, as said parcel is described in that certain Grant of Easement, recorded on November 21, 1960, in Book 4988, at page 543, Official Records of Santa Clara County, being a strip of land 10 feet in width lying equally on each side of a line described as follows:

COMMENCING at the most westerly corner of Parcel 3, as said parcel is shown on that certain Parcel Map, filed for record on April 22, 1974, in Book 338 of Maps at Page 41, Records of Santa Clara County, said corner also being on the northeasterly right-of-way line of East Meadow Circle (60’ Wide); Thence leaving said northeasterly right-of-way li ne and along t he northwesterly line of said Parcel 3, North 46°59’01” East, 332.11 feet to the POINT OF BEGINNING of this description; Thence leaving said northwesterly line, South 71°39’43” East, 127.71 feet; Thence South 38°55’40” East, 197.07 feet.

Containing an area of 3,247 square feet, more or less.

A plat showing the above described parcel is attached hereto and made a part hereof as Exhibit B.

This legal description was prepared by me or under my direction in conformance with the requirements of the Professional Land Surveyors’ Act.
_ 12/19/2023
David C. Jungmann, PLS 9267 Dated

END OF DESCRIPTION
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PARCEL 3
(338 M 41)
LANDS OF GOOGLE INC.
(22298408 O.R.)

E A S T M E A D O W C I R C L E
POC
N46°59'01"E 332.11'
S71°39'43"E 127.71'
S38°55'40"E 197.07'
POB
PORTION OF 10' PUE

TO BE VACATED
AREA = 3,247 SQ.FT.
(PORTION OF PARCEL D)
(4988 O.R. 543)
JOB NO.

BY APPR. DATE

SUBJECT
OF
255 SHORELINE DR.,
SUITE 200
REDWOOD CITY, CA 94065
(650) 482-6300
www.bkf.com
LEGEND

SUBJECT LOT LINE

SUBJECT EASEMENT LINE

ADJACENT LOT LINES
M MAPS
O.R. OFFICIAL RECORDS
S.F. SQUARE FEET

POB POINT OF BEGINNING

POC POINT OF COMMENCEMENT
EXHIBIT A-2
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BKF ENGINEERS
255 Shoreline Drive, Suite 200, Redwood City, CA 94065 | 650.482.6300 December 19, 2023
BKF No 20212367
EXHIBIT “B-1"

LEGAL DESCRIPTION
A

NCHOR EASEMENT QUITCLAIM
All that real property situate in the City of Palo Alto, County of Santa Clara, California, being a portion of Parcel D, as said parcel is described in that certain Grant of Easement, recorded on November 21, 1960, in Book 4988, at page 543, Official Records of Santa Clara County, being a strip of land 5 feet in width lying equally on each side of a line described as follows:

COMMENCING at the most westerly corner of Parcel 3, as said parcel is shown o n that certain P arcel
Map, filed for record on April 22, 1974, in Book 338 of Maps at Page 41, Records of Santa Clara County, said corner also being on the northeasterly right-of-way line of East Meadow Circle (60’ Wide); Thence leaving said northeasterly right-of-way line and along the northwesterly line of said Parcel 3, North 46°59’01” East, 344.34 feet;
Thence leaving said northwesterly line, South 66°37’36” East, 122.31 feet to the POINT OF BEGINNING of this description;
T
hence North 38°55’40” East, 25.00 feet.

Containing an area of 125 square feet, more or less.

A plat showing the above described parcel is attached hereto and made a part hereof as Exhibit B.

T
his legal description was prepared by me or under my direction in conformance with the requirements of the Professional Land Surveyors’ Act.
_ 12/19/2023
David C. Jungmann, PLS 9267 Dated

END OF DESCRIPTION
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POC
POB
PARCEL 3
(338 M 41)
LANDS OF GOOGLE INC.
(22298408 O.R.)
E A S T M E A D O W C I R C L E N46°59'01"E 344.34' S66°37'36"E122.31'
N38°55'40"W

25.00'
5' ANCHOR EASEMENT

TO BE QUITCLAIMED
AREA = 125± SQ.FT.
(PORTION OF PARCEL D)
(4988 O.R. 543)
JOB NO.

BY APPR. DATE

SUBJECT
OF
255 SHORELINE DR.,
SUITE 200
REDWOOD CITY, CA 94065
(650) 482-6300
www.bkf.com
LEGEND

SUBJECT LOT LINE

SUBJECT EASEMENT LINE

ADJACENT LOT LINES
M MAPS
O.R. OFFICIAL RECORDS
S.F. SQUARE FEET

POB POINT OF BEGINNING

POC POINT OF COMMENCEMENT
EXHIBIT B-2
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BKF ENGINEERS
255 Shoreline Drive, Suite 200, Redwood City, CA 94065 | 650.482.6300 December 19, 2023
BKF No 20212367
EXHIBIT “C-1"

LEGAL DESCRIPTION
A

COMMENCING at the most westerly corner of Parcel 3, as said parcel is shown o n t hat certain Parcel
Map, filed for record on April 22, 1974, in Book 338 of Maps at Page 41, Records of Santa Clara County, said corner also being on the northeasterly right-of-way line of East Meadow Circle (60’ Wide); Thence leaving said northeasterly right-of-way line and along the northwesterly line of said Parcel 3, N
orth 46°59’01” East, 344.34 feet;
T
hence leaving said northwesterly line, South 66°37’36” East, 122.31 feet to the POINT OF BEGINNING of this description;
Thence South 71°39’43” East, 25.00 feet.

Containing an area of 125 square feet, more or less.

A plat showing the above described parcel is attached hereto and made a part hereof as Exhibit B.

This legal description was prepared by me or under my direction in conformance with the requirements of the Professional Land Surveyors’ Act.
_ 12/19/2023
David C. Jungmann, PLS 9267 Dated

END OF DESCRIPTION
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POC
POB
PARCEL 3
(338 M 41)
LANDS OF GOOGLE INC.
(22298408 O.R.)
E A S T M E A D O W C I R C L E N46°59'01"E 344.34' S66°37'36"E122.31'
S71°39'43"E

25.00'
5' ANCHOR EASEMENT

TO BE QUITCLAIMED
AREA = 125± SQ.FT.
(PORTION OF PARCEL D)
(4988 O.R. 543)
JOB NO.

BY APPR. DATE

SUBJECT
OF
255 SHORELINE DR.,
SUITE 200
REDWOOD CITY, CA 94065
(650) 482-6300
www.bkf.com
LEGEND

SUBJECT LOT LINE

SUBJECT EASEMENT LINE

ADJACENT LOT LINES
M MAPS
O.R. OFFICIAL RECORDS
S.F. SQUARE FEET

POB POINT OF BEGINNING

POC POINT OF COMMENCEMENT
EXHIBIT C-2
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Administrative Services
Meeting Date: May 13, 2024
Report #:2403-2833
TITLE
Adoption of a Resolution Vacating an Easement at 1036 East Meadow Circle

The request was submitted to the City with payment of the summary vacation fee in November 2022 and has since gone through numerous revisions. The City’s Utilities department has reviewed the vacation request and has determined that the easements to be vacated will be excess as they will be superseded by relocation. A new public utilities easement has been signed by the City and replaces these easements. Therefore, the easements may be vacated in accordance with the summary proceeding authorized in Section 8333 of the California Streets and Highways Code.

FISCAL/RESOURCE IMPACT
The Summary Easement Vacation Processing fee of $1,842 as set forth in the FY2023 Municipal Fee Schedule has been paid by the developer.

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STAKEHOLDER ENGAGEMENT
The Real Estate Division collaborated with the developer, Utilities, Public Works, and the City Attorney’s office for necessary reviews of language and exhibits.

ATTACHMENTS
Attachment A: Resolution Vacating an Easement at 1036 Meadow Circle APPROVED BY:

Lauren Lai, Administrative Services Director
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Recorded at no charge in accordance with
Streets & Highways Code Section 8336 at
the request of and when recorded return to:

City of Palo Alto
Real Estate Division
250 Hamilton Avenue
Palo Alto, CA 94301
SPACE ABOVE LINE FOR RECORDER’S USE
APN: 127-010-094
Address: 1036 East Meadow Circle
Palo Alto, CA 94303

SUMMARY VACATION
RESOLUTION NO. _____

RESOLUTION OF THE COUNCIL OF THE CITY OF PALO ALTO

SUMMARILY VACATING A PORTION OF A PUBLIC SERVICE EASEMENT AT 1036 EAST MEADOW CIRCLE, PALO ALTO, CA
WHEREAS, Section 8333 of the Streets and Highways Code authorizes the City Council to summarily vacate a public service easement in any of the following cases: (a) the easement has not been used for the purpose for which it was dedicated or acquired for five consecutive years immediately preceding the proposed vacation, (b) the date of dedication or acquisition is less than five years, and more than one year, immediately preceding the proposed vacation, and the easement was not used continuously since that date, (c) the easement has been superseded by relocation, or determined to be excess by the easement holder, and there are no other public facilities located within the easement; and WHEREAS, the City of Palo Alto accepted and recorded a Grant of Easement on the property located at 1036 East Meadow Circle, Palo Alto, CA 94303, for public utility purposes, dated November 21, 1960, in Book 4988 of Official Records, page 543; and WHEREAS, the City of Palo Alto Utilities Department has evaluated and determined that the public utilities easement located on the property at 1036 East Meadow Circle, Palo Alto, CA 94303 is excess and can be superseded by relocation; and WHEREAS, the City Council of the City of Palo Alto intends to summarily vacate the portions of public service easement as more particularly described in the following Exhibits:
• Exhibit “A-1” attached to this resolution and depicted on the plat map attached as Exhibit “A-2”,
• Exhibit “B-1” attached to this resolution and depicted on the plat map attached as Exhibit “B-2”, and
• Exhibit “C-1” attached to this resolution and depicted on the plat map attached as Exhibit “C-2”; and
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NOW, THEREFORE, the City Council does hereby RESOLVE as follows:

SECTION 1. This vacation is made under the authority of California Streets and Highways Code Chapter 4 of part 3 of Division 9, commencing at Section 8333 et. seq.

1. The public service easement described herein on Exhibits “A-1”, “B-1”, “C-1” and depicted in the plat maps attached as Exhibits “A-2”, “B-2”, and “C-2” are excess; and

2. Have been superseded by relocation.

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

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

SECTION 4. The portion of public service easement for utilities and incidental purposes described in Exhibits “A-1”, “B-1”, “C-1” and depicted in the plat maps attached as Exhibits “A-2”, “B-2”, and “C-2” will no longer constitute a public service easement from and after the date of recordation of the documents identified in Section 3 of this Resolution. //
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INTRODUCED:

PASSED:

AYES:

NOES:

ABSENT:

ABSTENTIONS:

ATTEST:
____________________________
City Clerk
____________________________
Mayor
APPROVED AS TO FORM: APPROVED:
____________________________
Deputy City Attorney
____________________________
City Manager
____________________________
Director of Administrative Services
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December 08, 2022
BKF No 20120226
EXHIBIT “A-1”

LEGAL DESCRIPTION

PUE EASEMENT QUITCLAIM
All that real property situate in the City of Palo Alto, County of Santa Clara, California, being a portion of Parcel 50, as said parcel is described in that certain grant deed, recorded on July 11, 2013, as document no. 22298408, official records of Santa Clara County, described as follows:

Being a portion of Parcel D, as said parcel is described in that certain grant of easement, recorded on November 21, 1960, in Book 4988, at page 543, official records of Santa Clara County, being more particularly described as follows:

Commencing at the most easterly corner of said parcel, thence along the northwesterly line of said parcel 50, North 09°26’21” East, 329.13 feet to the Point of Beginning of this description; Thence continuing along last said line, North 09°26’21” East, 12.22 feet; Thence leaving said northwesterly line, South 45°28’43” East, 404.17 feet; Thence South 71°39’43” East, 103.87 feet to the southeasterly line of said parcel; Thence along said southeasterly line, South 46°59’01” West, 11.39 feet; Thence leaving said southeasterly line, North 71°39’43” West, 100.73’; Thence North 45°28’43” West, 399.47 feet to the Point of Beginning.

Containing an area of 5,041 square feet, more or less.

A plat showing the above described parcel is attached hereto and made a part hereof as Exhibit B.

This legal description was prepared by me or under my direction in conformance with the requirements of the Professional Land Surveyors’ Act.
_ 12/8/2022
DatedD PLS 9267

END OF DESCRIPTION

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BKF ENGINEERS
255 Shoreline Drive, Suite 200, Redwood City, CA 94065 | 650.482.6300 Item 6
Attachment A -
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Easement at 1036
Meadow Circle

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EXHIBIT A-2
255 SHORELINE DR.,
SUITE 200

SUBJECT
REDWOOD CITY, CA 94065
(650) 482-6300
JOB NO.

BY APPR. DATE
www.bkf.com OF
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Attachment A - Resolution Vacating
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December 8, 2022
BKF No 20120226
EXHIBIT “B-1”

LEGAL DESCRIPTION

ANCHOR EASEMENT QUITCLAIM
All that real property situate in the City of Palo Alto, County of Santa Clara, California, being a portion of Parcel 50, as said parcel is described in that certain grant deed, recorded on July 11, 2013, as document no. 22298408, official records of Santa Clara County, described as follows:

Commencing at the most easterly corner of said parcel, thence along the northwesterly line of said parcel 50, North 09°26’21” East, 335.24 feet;
Thence South 45°28’43” East, 401.82 feet to the Point of Beginning of this description; Thence North 71°39’43” East, 25.00 feet.

Containing an area of 125 square feet, more or less.

A plat showing the above described parcel is attached hereto and made a part hereof as Exhibit B.

This legal description was prepared by me or under my direction in conformance with the requirements of the Professional Land Surveyors’ Act.
_ 12/8/2022
DatedD , PLS 9267

END OF DESCRIPTION

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BKF ENGINEERS
255 Shoreline Drive, Suite 200, Redwood City, CA 94065 | 650.482.6300 Item 6
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Easement at 1036
Meadow Circle

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EXHIBIT B-2
255 SHORELINE DR.,
SUITE 200

SUBJECT
REDWOOD CITY, CA 94065
(650) 482-6300
JOB NO.

BY APPR. DATE
www.bkf.com OF
Item 6
Attachment A - Resolution Vacating
an Easement at 1036 Meadow Circle

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December 08, 2022
BKF No 20120226
EXHIBIT “C-1”

LEGAL DESCRIPTION

Containing an area of 125 square feet, more or less.

A plat showing the above described parcel is attached hereto and made a part hereof as Exhibit B.

This legal description was prepared by me or under my direction in conformance with the requirements of the Professional Land Surveyors’ Act.
_ 12/8/2022
DatedPLS 9267

END OF DESCRIPTION

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BKF ENGINEERS
255 Shoreline Drive, Suite 200, Redwood City, CA 94065 | 650.482.6300 Item 6
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Resolution Vacating an
Easement at 1036
Meadow Circle

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EXHIBIT C-2
255 SHORELINE DR.,
SUITE 200

SUBJECT
REDWOOD CITY, CA 94065
(650) 482-6300
JOB NO.

BY APPR. DATE
www.bkf.com OF
Item 6
Attachment A - Resolution Vacating
an Easement at 1036 Meadow Circle

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Public Works
Meeting Date: May 13, 2024
Report #:2312-2367
TITLE
Approval of Amended and Restated Rental Agreement C20175026A with JC Decaux San Francisco, LLC, in the Amount Not-to-Exceed $685,655 for a Five-year Term to Provide the Rental and Servicing of a single Automated Public Toilet with an option to extend for another Five-year term from the Termination date; CEQA Status - Exempt Under CEQA Guidelines Sections 15301 and 15302

RECOMMENDATION
Staff recommends that Council approve and authorize the City Manager or their designee to execute an amended and restated agreement to extend contract no. C20175026A with JC Decaux San Francisco, LLC for an amount not to exceed $685,655 for five additional years, through January 24, 2029, with an option to extend for an additional five years, through January 24, 2034. This agreement also amends and restates the terms of an earlier agreement to provide rental and servicing of a single Automated Public Toilet.

BACKGROUND
To ensure that the public has access to clean and safe public restrooms in downtown areas with limited facilities, the City entered into a 20-year agreement with JC Decaux for rental and servicing of Automatic Public Toilets (APT) effective January 25, 1999 (referred to as the “Original Agreement”1). The original (1999) and the current agreement (2019) provided two APTs.

The original agreement expired on January 24, 2019, with the City and the Contractor agreeing to continue their contractual relationship by entering into a new five-year contract that expired 1 City Council, January 25, 1999; CMR-106-99, Item #7; , https://portal.laserfiche.com/Portal/DocView.aspx?id=61872&repo=r-704298fc&searchid=9e4041bc-58cb-4df1- 8f97-73b7ea53ed04
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on January 24, 20242. Per this contract, the City can, in agreement with the Contractor, exercise the option to extend the agreement for an additional five years.

During the February 2021 Council meeting, Council directed staff to remove the APT located at Lot D (Hamilton at Waverley) and to assess alternative vendors before the contract’s expiration.

The Lot D APT was removed in August 2023. Staff’s findings regarding alternative vendors are included in the Analysis section of this staff report.

ANALYSIS
Staff recommends that Council extend the 2019 contract, in the form of an amended and restated rental agreement C20175026A (Attachment A), for a five-year term with JC Decaux.

This will allow JC Decaux to continue providing a self-cleaning and accessible public restroom. The City leases the unit, with maintenance and operational support included, making it the preferred and most cost-effective model. When researching alternatives, staff did not locate a comparable competitive product or service. As a result, an exemption to competitive solicitation pursuant to Palo Alto Municipal Code section 2.30.360(d) was approved by the City Manager.

Public Works and Purchasing staff in the Administrative Services Department explored alternative APT vendors, seeking to identify financially and operationally similar alternatives.

Staff checked Planet Bids, Open Gov, and the California Public Procurement Organization for self-cleaning toilet (APT) solicitation history and was unable to locate any. The solicitations that were the closest, but still not directly comparable alternatives, included chemical toilet rentals and services, also known as porta-potties. While conducting research for alternatives, City staff found that most APT vendors are located in Europe, New Zealand, and Canada. The vendors that staff contacted either did not respond, did not conduct business in the United States or were unable to offer leasing options that provided both daily repair and maintenance – services that are all available under the contract with the current vendor.

Two examples of service providers determined not to meet the City’s requirements are Exeloo and Throne Labs. Exeloo, a New Zealand based company with a sales office in San Luis Obispo, sells each unit in the $150,000-$165,000 range. This price is for the unit itself and excludes installation cost, monthly consumable material cost (toilet paper, floor disinfectant and hand soap), monthly telecommunication fee, and maintenance/repair. Though this unit is being sold as a self-cleaning automated toilet, the company representative recommended that City staff would need to maintain the unit to ensure cleanliness, thus increasing the overall cost for the City.
2 City Council, February 02, 2021; SR #11843,
https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes-reports/reports/city-manager-reports- cmrs/year-archive/2021/id-11843-%5b79976%5d.pdf
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Staff also reached out to Throne Labs, a Virginia based start-up, that provides portable restrooms that can be rented. These restrooms do not require connections to water, sewer, or electricity. Restrooms can be moved to different locations and are similar to conventional porta potties requiring refilling the fresh water supply and pumping out the waste. To access a Throne Labs restroom, a person needs to have a smartphone to download the Throne Labs application or obtain a Tap Card. The vendor uses smartphone and Tap Card data for information collection and tracking purposes. Once inside, the restroom automatically opens after 10 minutes. Units rely on solar power. Fixed costs include renting the unit ($4,000/month) and subscribing to 4-5 cleanings per day ($3,500/month). The fixed annual cost is $90,000 per unit. Unlike APTs, this restroom does not automatically clean itself after each use, and additional cleanings would increase the variable cost. The vendor requires a minimum quantity order of 15 units, resulting in an annual cost of $1,350,000. A Throne Labs representative was unable to confirm that Throne Labs restrooms meet Americans With Disabilities Act standards, or comply with the California Building Code.

FISCAL/RESOURCE IMPACT
The leasing cost of the single APT in the final year of the current contract is $298.70 per day.

For the five-year contract extension, the Contractor is increasing the current daily rate with an annual increase of nine percent for the first two years to account for increased maintenance and operational costs. This is the first time in 25 years that the contractor has increased costs for maintenance and operation above the Consumer Price Index (CPI). For the three years thereafter, the contract includes an annual cost escalation based on CPI, but limited to a five percent maximum. An APT also incurs small communication and telephone charges. Staff used 2023 annual phone costs, with a five percent maximum annual cost escalation for each subsequent year to calculate an estimated annual phone charge. The estimated annual contract total covers monthly rental costs, monthly telephone charges and annual escalation costs. See the table below for the breakdown of charges and estimated annual totals:

Due to the removal of one APT from the current contract, the cost of providing APT to the public will be significantly lower going forward. The 2019 five-year contract was in the amount of $1,053,924, while the proposed five-year extension is in the not-to-exceed amount of $685,655. The Public Works Department will have enough funding for the first year of the new Contract TermDaily Rate ($) Annual increase Days Leased Annual Lease Cost ($) Est. Annual Phone Cost ($) Est. Annual Total ($)Year 1 325.58 9.00% 366* 119,162.28 1,365.00 120,527.28Year 2 354.89 9.00% 365 129,534.85 1,487.85 131,022.70Year 3 372.63 5.00% 365 136,009.95 1,562.24 137,572.19Year 4 391.26 5.00% 365 142,809.90 1,640.35 144,450.25Year 5 410.82 5.00% 366* 150,360.12 1,722.37 152,082.49 * Denotes leap year Total Lease Only Cost ($) Total 5-year Cost ($)** Assumes maximum CPI increase 677,877.10 685,654.92 ∗∗****
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contract, while funding for years two through five will be subject to appropriation of funds through the annual budget process.

STAKEHOLDER ENGAGEMENT
Stakeholder engagement is not applicable to this contract extension to continue existing services.

ENVIRONMENTAL REVIEW
This project is categorically exempt from the provisions of the California Environmental Quality Act (CEQA) under Sections 15301 and 15302 of the CEQA Guidelines as repair, maintenance and alteration of an existing facility and no further environmental review is necessary.

ATTACHMENT
Attachment A: Amended and Restated Rental Agreement C20175026A APPROVED BY:

Brad Eggleston, Director Public Works/City Engineer
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AMENDED AND RESTATED RENTAL AGREEMENT
for

PUBLIC TOILETS
between the

CITY OF PALO ALTO
and

JC DECAUX SAN FRANCISCO, LLC
(CONTRACT NO. C20175026A)

THIS, RENTAL AGREEMENT FOR PUBLIC TOILETS (this “Agreement”) is entered into by and between the CITY OF PALO ALTO, a California charter city and municipal corporation, hereinafter referred to as the “CITY”, and JCDECAUX SAN FRANCISCO, LLC, a California Limited Liability Company , located at 81 Dorman Avenue, Suite B, San Francisco, CA 94124 hereinafter referred to as “CONTRACTOR”, effective as of February 26, 2024 (the “Effective Date”).

Recitals

WHEREAS, CITY and JCDECAUX SAN FRANCISCO, INC. entered into that certain agreement (Contract No. C20175026A) entitled the “Rental Agreement for Automatic Public Toilets” as of January 25, 1999 with a twenty-year term (hereinafter referred to as the “Original Agreement”);

WHEREAS, CONTRACTOR assumed the Original Agreement as successor in interest to JCDECAUX SAN FRANCISCO, INC. in 2001;

WHEREAS, the term of the Original Agreement expired as of January 24, 2019 and was renewed through January 24, 2024;

WHEREAS, CITY and CONTRACTOR, each by their conduct, continued their contractual relationship consistent with the Original Agreement, despite the passing of the expiration date; and

WHEREAS, CITY and CONTRACTOR desire to memorialize their continued contractual relationship by entering into this Amended and Restated Agreement on substantially the same terms and conditions as the Original Agreement with regard to one (1) existing Automatic Public Toilet (the second Automatic Public Toilet was removed on August 29, 2023);

NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Agreement, CITY and CONTRACTOR agree as follows:

1. Definitions.

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In addition to terms defined elsewhere in this Agreement, where any word or phrase defined below is used in any part of this Agreement, it shall have the meaning herein set forth:

A. “Agreement” means this contract, as originally executed and as amended or extended from time to time.

B. “Automatic Public Toilet” or “APT” means a free-standing enclosure containing an automatic self-cleaning toilet available for use by the general public as provided herein.

C. “City” means the City of Palo Alto, California.

D. “PW Director” means the Director of the Department of Public Works of the City of Palo Alto.

E. “Facilities Management” means the Ma nager of the Facilities Management Division of Public Works Department.

F. “Reference Rate” means the interest rate charged by the Bank of America, NT & SA, San Francisco, California, to its best corporate clients at the beginning of each month, or if such rate is discontinued, then the Reference Rate shall be the Prime Rate published in The Wall Street Journal as being the rate on corporate loans posted by at least 75% of the nation's largest banks.

G. “Vandalism” means willful or malicious damage or destruction of an APT or any part thereof caused by a party other than CONTRACTOR or CITY but shall exclude graffiti, ordinary wear and tear, and any damage caused during riots and other declared civil emergencies.

2. Term of Agreement: Options to Extend.

A. The “Term Commencement Date” of this Agreement shall be January 25, 2024.

The term shall continue from the Term Commencement Date, subject to Subsection 2.B and Section 18 hereof, for five (5) years until the “Termination Date” unless earlier terminated as provided for in this Agreement.

B. lf this Agreement shall not have been previously terminated and CITY is not in default under this Agreement at the time of the giving of notice as described below (or, if CITY is in default, but CITY is diligently proceeding to cure said default),and is not in default at the Termination Date or the expiration date of the First Option Term (as hereinafter defined), as appropriate (or, if CITY is in default but CITY is diligently proceeding to cure said default), then CITY shall have the option, with the consent of Contractor, to extend the term of this Agreement on the same terms and conditions for an additional term of five (5) years from the expiration date of this Agreement (the “Option Term”)·

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provided, however, that such option, as to each Option Term, may be exercised only by the delivery of written notice by CITY to CONTRACTOR delivered at least six (6) months in advance of the Termination Date or the expiration date of the First Option Term, as the case may be.

3. Equipment.

A. Subject to all terms and conditions of this Agreement, CONTRACTOR has, in accordance with the provisions of the Original Agreement, installed and pursuant to this Agreement shall continue to rent to, operate, and maintain for the CITY under the terms and conditions of this Agreement one (1) APT at the location shown on Exhibit A (APT Location) attached hereto and incorporated herein.

B. [RESERVED BY AGREEMENT OF THE PARTIES.]

4. Ownership of Equipment.

All APTs constructed, installed and maintained pursuant to this Agreement, and all intellectual property rights embodied in and/or related to such APTs, shall be and remain the property of CONTRACTOR.

5. Rent.

A. Rent. Subject to Section 6 below, CITY agrees to pay CONTRACTOR an annual rent for each APT in the amount of One Hundred Nineteen Thousand One Hundred Sixty-Two Dollars and Twenty-Eight Cents ($119,162.28) (the "Rent”). The Rent commencement date shall be as of the Effective Date. Rent shall be increased or decreased annually as provided in Subsection B below, but in no event shall Rent be decreased below the amount of $119,162.28 per year per APT. The parties further acknowledge that the amount of Rent payable hereunder may also be reduced from time to time by credits and/or offsets as provided in Subsection C below.

B. CPI Changes. The Rent shall be increased by nine (9) percent on January 25, 2024; and then adjusted annually on each January 25th (“Rent Adjustment Date”) as follows: the Rent shall be adjusted based on the percentage change in the most recently published Consumer Price Index (CPI) (Urban Wage Earners and, Clerical Workers in San Francisco – Oakland Standard Metropolitan Statistical Area (1982 - 84 = 100)) as calculated for a twelve month period from the last Rent Adjustment Date. The annual CPI adjustment shall be limited to a maximum of five (5) percent.

C. Credits and Offsets.

(1) The parties agree that to the extent CITY has paid Rent in advance for an APT, and such APT is not operational throughout the period for which such Rent was

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paid, CITY shall have the right to reduce future Rent payments due to CONTRACTOR by an appropriate· pro rata amount for such non-operational period; provided, however, that CITY shall only be able to so reduce such future Rent payments if CITY has given notice to CONTRACTOR that an APT is not operational, the APT continues to be non-operational twenty-four (24) hours after such notice, and only to the extent the APT (after such initial 24-hour period) is non-operational for more than twelve (12) hours in any one day; provided, however, that Rent shall not be so reduced in any case where an APT is non-operational due to the fault of the CITY; and provided, further, that notice by CITY to CONTRACTOR shall not be required in order for CITY to exercise its right of Rent reduction in the case of the destruction of an APT and such period of Rent reduction shall commence immediately upon such destruction.

(2) CITYs option, to the extent CITY is owed amounts under Section 5.C.(1),

10.D.(2), 12.D., 13.D., and/or 18.B. hereof, which amounts have not been paid by CONTRACTOR within the time allowed therefor; with written notice to CONTRACTOR, CITY shall have the right to offset Rent payments that become due by such amounts due and not paid by CONTRACTOR, plus interest thereon as provided herein. Except as pr ovided in this Subsection 5. C. (2), CITY shall not have the right to offset any other amounts due or claimed to be due to CITY hereunder unless CITY has obtained a final judgment against CONTRACTOR with respect to a claim under this Agreement.

6. Payment of Rent.

A. CITY shalI make Rent payments to CONTRACTOR quarterly in advance for each APT. For this purpose, January 1, April 1, July 1 and October 1 shall be deemed “Quarterly Payment Dates”.

B. The first Rent payment for each APT shall be due within thirty (30) days after the execution of this Agreement; provided however, that the first Rent payment shall be prorated and shall cover the period from the Effective Date to the day before the next Quarterly Payment Date.

7. Late Payments.

Payments due hereunder, including without limitation Rent, which are not received within thirty (30) days after such amount becomes due shall bear interest at the Reference Rate plus two percent (2%), from and after the date said payment was due untiI the date paid.

8. Installation Schedule.

CONTRACTOR has removed one (1) APT and delivered and installed one (1) APT in accordance with the Original Agreement.

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9. Modifications of APT.

Without limiting any other obligations of CONTRACTOR set forth in this Agreement, and subject to all the terms and conditions of this Agreement, CONTRACTOR shall effect at its cost such technical improvements or alterations to the APTs as, in the course of its business, it may introduce from time to time to such model and which may be introduced without modification of the basic design, including the shell and other major components of the APT. No improvement or alteration shall be made without the written consent of CITY if such alteration would cause the APT to deviate from the plans an d specifications attached as Exhibit B (Plans and Specifications) to the Original Agreement, would violate any requirement of this Agreement, or would alter the exterior appearance of the APT.

The CITY will not unreasonably withhold or delay its consent to any improvement or alteration for which its consent is required; provided, however, it shall not be considered unreasonable to withhold approval of any alteration which would materially adversely affect the operation of the APT. After any such improvement or alteration, this Agreement shall continue as if any improved or altered APT was one of the original APTs supplied under this Agreement.

10. Installation of APT.

A General.

(1) CONTRACTOR has removed one (1) APT and installed one (1) APT in accordance with the requirements of the Original Agreement. CONTRACTOR shall be and shall keep fully informed of the City Charter, codes, ordinances and regulations and of all state, local and federal laws in any manner affecting the performance of this Agreement and the operation of the APT and shall at all times comply with applicable codes. Citation of any specific code sections in this Agreement shall not excuse CONTRACTOR from its obligation to comply with all applicable local, state, federal laws and ordinances. It is the understanding of CONTRACTOR and CITY as of the Effective Date that the City's building code does not apply to the APT, however Plumbing and Electrical permits are required for the installation of Utility services (laterals).

(2) CONTRACTOR agrees that it shall neither have nor acquire any possessory interest in any property on which an APT has been installed pursuant to this Agreement.

(3) Change in Laws. If the CITY, the State of California, the federal government or any other governmental agency should adopt a change in laws or regulations applicable to the APT so as to require significant alteration of or a significant increase in the cost of the operation of the APT, then at the request of CONTRACTOR, CITY and CONTRACTOR shall negotiate in good faith possible modifications to this Agreement to compensate for the effect of such change. In no event shalI CITY be required to agree to any particular

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modification of this Agreement. lf no modification of this Agreement satisfactory to both CONTRACTOR and CITY is agreed upon within one hundred twenty (120) days after CONTRACTOR's request to CITY, CONTRACTOR may, at its option, elect to terminate this Agreement upon ninety (90) days’ notice to CITY.

For purposes of this provision the term significant shall mean an alteration cost or an operational cost increase equal to at least five percent (5%) of the then remaining Rent due to CONTRACTOR under this Agreement, as extended.

B. Regulatory Approvals Required for APT. CONTRACTOR has submitted construction drawings and supporting documents necessary to obtain all required approvals from permitting authorities with jurisdiction over the APT location and paid all related fees, subject to Subsec tion A.(1) above, in connection with installation of the APT in accordance with the provisions of the Original Agreement.

C. Locations and Site of APT. CONTRACTOR has installed the APT at the location designated and approved in accordance with this Subsection.

(1) Location. A list of the location for the one (1) APT is attached as Exhibit A.

(2) Additional APT Locations. [intentionally omitted].

(3) Review and Approval of APT Locations. If City directs a relocation pursuant to Section D, CITY and CONTRACTOR shall inspect the proposed locations and exchange information regarding the suitability of each such location for an APT.

CITY acknowledges that the installation of the APT requires clear space of at least three and one-haIf feet (3-1/2’) below the surface of the slab. lf a proposed location will not provide the clear space necessary for the installation of the APT, CONTRACTOR may disapprove the location and CITY shall designate a substitute location. CONTRACTOR in its sole discretion shall determine if the APT structure is feasible to relocate.

(4) Reimbursement of Cost of Foundations and Utility Laterals. In connection with a relocation, CITY shall reimburse CONTRACTOR for the cost of installation of the foundations of each APT and extension of utility laterals to each APT, including without limitation, costs of site preparation, trenching, and street restoration required in connection with the installation of foundations and extension of utility laterals. Utility laterals covered by the: foregoing shall include, without limitation, sanitary sewer, electrical, water and telephone/communication services to each APT.

Prior to performing such work, CONTRACTOR shall obtain a minimum of three (3) competitive quotes from licensed contractors for performance of this work, unless the PW Director in writing agrees that such competitive quotes are not required. CONTRACTOR shall submit to CITY for CITY’s review and approval, which approval will not be unreasonably withheld, the proposed contract with the selected contractor, along with a summary of , the other competitive quotes

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received, if any. Any disapproval shall be accompanied by a detailed explanation of the reasons for disapproval and shall automatically extend on a day-for-day basis, the dates for installation of the APT untiI such a contract has been approved' by CITY. lf CITY fails to respond within ten (10) days after submission of the required information, the contract shall be deemed approved.

CITY shall reimburse CONTRACTOR for costs incurred for the subject work in accordance with the approved contracts within thirty (30) days of submission by CONTRACTOR to CITY of an invoice therefor, accompanied by evidence of amounts paid to the contractor.

D. Relocation of APT.

(1) CONTRACTOR may not relocate or remove an APT during the term of this Agreement without the CITY’s approval which shall not be unreasonably withheld, except that the new location for any relocated APT shall be subject to the CITY's approval in its sole discretion; provided however, that if Contractor in its sole opinion determines that it is not practical to refurbish or repair an APT, then Contractor shall remove such APT in accordance with the provisions of Section 13.D (Repair and Replacement). Without limiting the foregoing, the parties acknowledge that unless CITY approves the new location for any APT, which approval shall be in CITY's sole discretion, relocation of APTs shall not be allowed under this Agreement.

(2) [Intentionally Omitted]

(3) CITY may direct CONTRACTOR to relocate the one (1) APT during the term of this Agreement but only if CITY bears all removal and relocation costs, or, at CITYs option CITY requires a third party to bear such costs, and only if Contractor, in its sole discretion shall determine that it is feasible to relocate the APT structure.

(4) Pursuant to Subsection 13.E., CONTRACTOR may, with CITY's approval, elect to relocate and remove any APT, for which CONTRACTOR shall bear the full cost of removal ·and relocation, including sidewalk and curb restoration if the same is affected by the removal. The new location of any such relocated APT shall be determined in accordance with Subsections 10.C. and 10.D.(1).

(5) Removal During the Term. The CITY has directed the removal of one (1) APT during the original term (while retaining one APT under this Agreement) for which CONTRACTOR shall bear the full cost of removal of the APT structure.

CITY shall, in accordance with the procedures described in Section 10.C(4), reimburse CONTRACTOR for restoration of the street at the removal location (including restoration of sidewalks, streets, walkways, parking lots, walls and curbs, and disconnection or capping of utility service laterals). In the event CONTRACTOR fails to remove the APT within one hundred twenty (120) days following approval by CITY of all permits for removal of the APT and of the

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contract for work to be reimbursed by CITY pursuant to Section 10.C(4), then CITY may, at its sole discretion, cause the removal and storage or disposal of said APT and recover any and all costs incurred from CONTRACTOR, for which the CONTRACTOR would of been responsible. Such costs shall be paid directly to CITY by CONTRACTOR upon the invoice therefor.

E. Clearance Requirements for APT. After the installation of an APT, CITY shall use its best efforts to assure that new structures or obstacles are not placed in the area which would obstruct the access to such APT.

F. APT Design. CONTRACTOR has designed, constructed, and installed the APT contracted for under this Agreement in conformity with the requirements of the Original Agreement and in conformity with the plans and specifications attached to the Original Agreement as Exhibit B (Plans and Specifications). Such plans and specifications may be modified by the CONTRACTOR only with the prior written approval of the CITY. Such approval shall not be unreasonably withheld if the proposed change does not materially affect the external appearance or the disabled access requirements of the APT or adversely affect the operation of the APT. The design cost for Utility installation and foundation work shall be borne by the CITY. However, CONTRACTOR shall arrange for an Engineer to prepare the necessary documents. The CONTRACTOR will Work with the CITY to arrange for appropriate design fees. No work shall start untiI CITY has approved for such fees.

G. Location Drawings and Construction Engineering Plans for APT. All construction work shall be done in accordance with, Department of Public Works Standard Specifications and Details, most current version, and all other applicable codes.

Location drawings shall contain twenty feet (20’) to one inch (1”) scale representation of the proposed APT site and shall cover the area from the property line to the street centerlines at the nearest intersection. Mid-block sites can be shown with broken line ties. The drawings also shall give alI necessary street dimensions, such as sidewalk width and street width, and denote alI surface and subsurface structures, including hydrants, utility poles and catch basins, subsidewalk, basements, transit shelters, and bus stops and their accurate positions. After approval of a particular location, CONTRACTOR shall aIso submit to the Department of Public Works engineering plans showing sewer connections, water service connections, electrical service connections, telephone/communications service connections, and foundation details for each APT, which plans shall be stamped and signed by an engineer registered with the State of California. CONTRACTOR is responsible for identifying all utility lines located beneath the APT and for showing all such utility lines on the location drawing and notifying underground service alert prior to any excavation. Under this Agreement, the City must approve the location and engineering drawings and issue encroachment and excavation approvals before CONTRACTOR may commence work on a particular site or location.

H. Electrical, Sewage, Telephone and Water Services; Utility Connection.

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Subject to Subsection 10.C(4), the installation of utility laterals from existing mains to the APT site will be installed by the CITY. All service lines shall be underground.

CONTRACTOR shall arrange for and bear the full cost of the internal APT components and perform all APT utility hook-up procedures to these laterals at the APT unit in accordance with all laws.

I. Operating Charges for Utilities. CITY sha ll bear the full cost for monthly operating charges for water, electrical, sanitary sewer and telephone/communications services to APT. All such services shall be in CITY’s name and CITY shall pay such charges directly to the providers thereof. CITY shall provide CONTRACTOR with copies of invoices received by CITY for such services, for CONTRACTOR’s records.

J. Installation Hours. CONTRACTOR shall perform installation of all APT only during hours approved in writing in advance by the PW Director and in accordance with all other reasonable requirements of the PW Director with regard to such installation activities.

K. Clean-Up of Sites. When APT installation is complete, CONTRACTOR shall as part of the construction, restore the site, remove all excess materials, and clean up the site. Without limiting the foregoin g, CONTRACTOR shall, as necessary, reconstruct sidewalks; curbs, gutters and/or walkways; repair street and/or parking lot paving; and replant any disturbed plantings. All restoration shall be subject to the inspection and reasonable approval of the PW Director.

L. Notice of Completion. With regard to APT, CONTRACTOR has notified CITY in writing of that date when the APT had been completely installed in accordance with the provisions of the Original Agreement.

11. [Intentionally Omitted.]

12. Entrance Fees.

A. The APT at the Train Depot location does not require a fee or token.

13. Maintenance and Operation.

A. Maintenance and Operation. CONTRACTOR shall at its own cost clean, repair and maintain APT so that APT is operational, well maintained, and supplied with all products and materials required for its efficient and convenient use.

B. Hours of Operation. APT shall be operational twenty-four (24) hours every day, unless otherwise agreed to in writing by CONTRACTOR and CITY.

C. Services to be Furnished by CONTRACTOR. CONTRACTOR, its employees or authorized subcontractors, shall provide the following services in connection with

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the maintenance and operation of the APT during the term of this Agreement:

(1) Continuously maintain in a clean, graffiti-free, safe, and first-class condition, in a manner consistent with all terms and provisions of this Agreement, the APT;

(2) Maintain an office in Santa Clara County at 2075 Bering Drive, Unit E, San Jose, CA 95131, telephone (415)-633-1210 or another location agreed to by CITY where CONTRACTOR personnel who will supervise and care for the APT shall be based;

(3) Provide a posted telephone number on APT for 24-hour reporting of service and maintenance complaints;

(4) Provide the necessary personnel to assure the maintenance of the APT as provided herein; without limiting the foregoing, CONTRACTOR shall maintain at its office in Santa Clara County full-time technicians qualified and trained to perform all expected APT maintenance;

(5) Refurbish and recondition any APT that is not functioning in accordance with the standards set forth in this Agreement; provided however, that if in CONTRACTOR’S sole opinion if it is not practical to refurbish or recondition such APT, then CONTRACTOR may instead remove such APT in accordance with the provisions of Section 13.D (Repair and Replacement) below. Provided further that if the City desires that Contractor replace it with a materially equivalent APT, Contractor agrees to negotiate in good faith with the City to amend this Agreement to reflect the economic cost of such replacement by providing for financial terms and /or an extension of this Agreement as may be necessary to allow Contractor to recoup its capital expense (or “CapEx”); and provided further that if the parties are unable to reach an agreement that Contractor shall under no circumstances, be obligated to replace such removed APT.

(6) Inspect APT at least twice per day every day; provided, however, that CONTRACTOR shall inspect any site more frequently if conditions at that site so require; At the time of every inspection, CONTRACTOR shall, if necessary, clean and wash APT, inside and/or outside. In addition, CONTRACTOR shall inspect all fixtures at site and, if needed, shall replace defective fixtures within the time frames provided in Subsection D below. CONTRACTOR shall remove alI graffiti, stickers, unauthorized posters and flyers, litter, dust, dirt and weeds and other rubbish from APT. CONTRACTOR shall also keep the sidewalk area five (5) feet around the perimeter of APT odor-, stain- and refuse-free; provided, however, that in no event shall CONTRACTOR be responsible for any repair or replacement of the sidewalk within five (5)feet of the perimeter of APT that is necessary due to damage caused from stains caused by entities other than CONTRACTOR, nor shall CONTRACTOR be obligated to indemnify the CITY under Section 15 of this Agreement for CONTRACTOR’s failure to keep the

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sidewalk area within five (5) feet of the perimeter of APT odor-, stain- and refuse-free. Notwithstanding any other provision of this Agreement, CONTRACTOR shall not be required to provide security personnel at the site of the APT.

D. Repair and Replacement. Upon observing or receiving notification of. any deficiency, damage, Vandalism, or graffiti in, on or around APT, CONTRACTOR shall commence to repair or replace said damage, Vandalism or graffiti, within twenty-four (24) hours. If APT is destroyed, or if in CONTRACTOR’S sole judgement such APT cannot be repaired, CONTRACTOR shall within twenty-four (24) hours secure or remove the remains of the APT and shall replace the APT at that site only if the parties have reached an agreement in accordance with the provisions of Section 13.C(5) above. In the event the Contractor determines APT is not practical to refurbish, repair or recondition under Section 10.D(1), Section

13.C(5), or Section 13.E, and the CONTRACTOR will instead remove the APT, CONTRACTOR will provide detailed cost sheets comparing repair versus removal in order for the CITY to understand the reasoning behind the decision within 15 business days of CONTRACTOR’s written notification to CITY of such determination. In conjunction with such removal, CONTRACTOR shall, at its own expense, restore the affected sidewalk and curb area to a safe, finished condition. lf CONTRACTOR does not maintain inspections as scheduled and remedy existing deficiencies within such time periods, CITY shall be entitled, upon twenty-four (24) hours’ notice to CONTRACTOR (or such shorter notice as may be feasible in an emergency), to make the repairs and to bill CONTRACTOR for the work performed. Such costs shall be paid directly by CONTRACTOR to CITY upon submission of an invoice therefor, with reasonable documentation, by CITY to CONTRACTOR. Subject to an extension for force majeure, if APT is out of operation for forty-eight (48) consecutive hours, or if APT is destroyed and has not been replaced within six (6) months, then CONTRACTOR shall pay to the CITY the sum of Twenty Dollars ($20.00) per each day thereafter that· such APT remains out of operation. Such payment by CONTRACTOR shall be in addition to CITY’s right to reduce its Rent payments because of such lack of operation as set forth in Subsection 5.C.(1). For purposes of this Agreement, “force majeure” shall mean delays in CONTRACTOR’s performance of its obligations hereunder due to acts of God, riots, fires, floods, community wide strikes, or criminal acts of third parties preventing the reinstallation of the APT, freight embargoes, and/or unusually severe weather.

E. Vandalism of APT. In the event that CONTRACTOR’s aggregate cost of repair of APT due to Vandalism during any year of operation should exceed an average of Two Thousand Dollars ($2,000) per APT, CONTRACTOR may, by notice to CITY, request that CITY negotiate in good faith possible modifications of this Agreement to reduce such cost (provided, however, that if the Vandalism has in the sole judgment of the Contractor made it impracticable to repair such APT, the CONTRACTOR may remove the APT in accordance with the provisions of Section

13.D above). Such modifications may include relocation of APT for which

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Vandalism is a particular problem (if in the reasonable mutual judgement of CONTRACTOR and CITY such relocation is feasible), change in hours of operation, additional lighting or other security measures, or any other modification which would reduce such costs. In no event shall CITY be required to agree to any particular modification of this Agreement. Nothing in this Agreement shall be construed to impose on CITY any responsibility or liability for costs incurred by CONTRACTOR on account of Vandalism.

F. Reports and Logs.

(1) CONTRACTOR shall prepare and maintain a maintenance log for APT, copies of such logs shall be provided upon the request of the CITY and/or the Manager of Facilities Management.

(2) CONTRACTOR shall also furnish to the CITY and the Manager of Facilities Management within thirty (30) days after the end of each calendar quarter a narrative summary, of the maintenance operations during the preceding quarter, noting problem areas, corrective actions taken, and the number and nature of repairs attributable to Vandalism: Such quarterly report shall include actual year-to-date cost figures for repairs attributable to Vandalism to the extent then known by CONTRACTOR.

(3) CONTRACTOR shall maintain and make available to the CITY and the Manager of Facilities M anagement a written complaint log in a format reasonably acceptable to CITY. The purpose of this log will be to record complaints and/or incidents that occur with respect to the APT. In addition to the date, time, location, etc., the log shall include disposition and final resolution of the complaint. Copies of this document shall be submitted to the CITY and/or Director upon request.

14. Information Displays.

A. CITY may display information posters (“posters”) containing information about public events, events at public facilities, or other information of general interest to the public, on the two (2) external display panels on APT. Such posters shall be a standard size of 4 ft. x 6ft. and shall be clean and of fresh appearance, and any sponsorship information included in such posters shall be limited to an aggregate of up to ten percent (10%) of the surface area of the poster in the case of any sponsors other than the CITY. CONTRACTOR agrees to install and display such posters as provided by CITY at no cost to CITY. CITY agrees (1) that such display panel space shall not be used for commercial advertising, and, (ii) that CONTRACTOR shall not be liable for any damage or destruction of such posters by third parties while the posters are on display on an APT. The display panels shall be illuminated as provided in the specifications.

B. CONTRACTOR shall not have any right to place any informative and/or advertising

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materials on or inside the APT, without CITY advance written approval which shall be given or withheld in CITY's sole discretion. Notwithstanding the foregoing, CITY shall reasonably approve the display of any informative materials related to the use and operation of the APT. CONTRACTOR agrees that all such informative materials shall be provided in two (2) languages: English and Spanish.

C. The parties acknowledge and agree that the display of posters on the APT shall be subject to and shall conform with all sign laws of the City of Palo Alto.

15. Hold Harmless and Indemnification.

A. CONTRACTOR shall indemnify, defend, and hold harmless CITY, and their employees, officers and agents from and against any claim, loss, damages, injury, expense, judgment or liability associated with the APT to the extent such claim, loss, damages, injury, expense, judgment or liability is caused either by defects in products supplied by CONTRA CTOR hereunder or by t he willful or negligent act or omission of CONTRACTOR, its employees, officers and/or agents.

B. CITY shall indemnify, defend, and hold harmless CONTRACTOR, its employees. officers and agents from and against any claim, loss, damages, injury, expense, judgment or liability associated with the APT to the extent such claim, loss, damages injury, expense, judgment or liability is caused by the willful or negligent act or omission of CITY, its employees, officers and/or agents.

C. The provisions of this Section 15 shall survive the expiration or earlier termination of this Agreement.

16. Minimum Wage; Prevailing Wages; DIR Registration.

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

B. Prevailing Wages.

This Project is not subject to prevailing wages. CONTRACTOR is not required to pay prevailing wages in the performance and implementation of the Project in accordance with prevailing wage laws (including without limitation SB 7), if the Agreement is not a public works contract; or if

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Agreement is for a public works construction project of $25,000 or less, or for a public works alteration, demolition, repair, or maintenance project of $15,000 or less, per Labor Code section 1782(d)(1).

Contractor is required to pay general prevaili ng wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to Section 1773 of the California Labor Code, the City has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in this locality for each craft, classification, or type of worker needed to execute the Agreement for this Project from the Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the Purchasing Division office of the City of Palo Alto. Contractor shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage rates as a minimum. Contractor shall comply with the provisions of all sections, including, but not limited to, Sections 1720, 1771, 1771.1, 1774, 1775, 1776, 1777.5, 1782, 1810, and 1813, of th e Labor Code pertain ing to prevailing wages and applicable provisions of the California Code of Regulations.

C. DIR Registration. With regard to any public work construction, alteration, demolition, repair or maintenance work , CITY will not accept a bid proposal from or enter into this Agreement with CONTRACTOR without proof that CONTRACTOR and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. City requires CONTRACTOR and its listed subcontractors to comply with the requirements of SB 854.

CITY hereby provides notice to CONTRACTOR of the requirements of California Labor Code section 1771.1(a), which reads:

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

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

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regulation and CONTRACTOR is subject to SB 854-compliance monitoring and enforcement by DIR.

CITY requires CONTRACTOR and its listed subcontractors to comply with the requirements of Labor Code section 1776, including:

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

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

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

[For state- and federally-funded projects] CITY requests CONTRACTOR and its listed subcontractors to submit the certified payroll records to the project manager at the end of each week during the Project.

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

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

17. Employment Laws.

CONTRACTOR, upon request, shall furnish to CITY adequate evidence of compliance with employment laws, such as but not limited to Social Security and Unemployment Compensation laws.

18. Termination of Agreement.

A. Termination Upon Expiration. This Agreement shall terminate five (5) years from

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the Term Commencement Date, as provided in Section 2, unless the Agreement has been extended as provided herein, including without limitation in Subsection

2.B., or unless terminated earlier as provided in this Section.

B. Removal and Restoration Upon Termination. Upon termination of this Agreement, CONTRACTOR shalI remove its APT at CONTRACTOR's sole cost and expense CITY shall be responsible for the cost of all site restoration work, including restoration of sidewalks, streets, walkways, parking lots, walls and curbs, and disconnection or capping of utility service laterals. At the request of CITY, such work shall be performed under the supervision of CONTRACTOR and reimbursed by CITY, in accordance with the procedures described in Section 10.C(4) above.

All such restoration shall be subject to the approval of the PW Director.

CONTRACTOR shall complete such APT removal within one hundred twenty (120) days of CONTRACTOR's receipt of all necessary advance approvals and/or permits. lf CONTRACTOR fails to complete such APT removal within said one hundred twenty (120) day period, CITY, without further notice, and at CONTRACTOR's cost and expense may remove the APT.

C. Termination for Default. In the event of any uncured default by either party to this Agreement, as provided in Section 19 hereof, the non-breaching party shall have the option to terminate the Agreement as provided therein.

D. Termination at Will. Either City or Contractor may elect to terminate this Agreement at the end of year 2, 3, or 4, provided t hat the terminating party provides at least 90 days advance notice of its election to terminate; and provided further that Contractor removes the APT upon Termination in accordance with the provisions of this Agreement.

E. Termination without Cause. CITY may terminate this Agreement without cause after thirty (30) days’ notice to CONTRACTOR and payment to CONTRACTOR of twenty-five, percent (25%) of the remaining Rent then due to CONTRACTOR under this Agreement (as extended, if extended); provided, however, that during the last three (3) years of the term of this Agreement (as extended, if extended) such payment to CONTRACTOR shall be in the amount of fifteen percent (15%) of the remaining Rent then due to CONTRACTOR under this Agreement (as extended, if extended).

19. Event of Default; Remedies.

A. Default of Contractor. In the event that CONTRACTOR shall fail to comply with or carry out any material term, covenant, or condition set forth in this Agreement, CITY may serve upon CONTRACTOR a first notice of default specifying the basis for such claim of default (“First Notice of Default”). If CONTRACTOR fails to cure such default within thirty (30) days after receipt of said First Notice of Default, or, if such default is not capable of being cured within such period, if CONTRACTOR fails to commence to cure within such thirty (30) days and thereafter diligently

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pursue such cure to completion, then CITY may serve upon CONTRACTOR a second notice of default (“Second Notice of Default”). lf CONTRACTOR fails to cure such default within twenty (20) days, after receipt of said Second Notice of Default, or if such default cannot be cured within such period, CONTRACTOR does not commence to cure such default and thereafter diligently pursue such cure to completion, then CITY may terminate this Agreement upon notice of termination to CONTRACTOR. Termination shall be effective immediately upon receipt of such notice of termination. CONTRACTOR shall undertake no new work after the date of receipt of any notice of termination.

B. Bankruptcy or Reorganization Proceedings. CONTRACTOR shall be deemed to be in default of this Agreement in the event that CONTRACTOR shall cease conducting business in the normal course, become insolvent, make a general assignment for the benefit of creditors, suffer or permit the appointment of a receiver for its business or assets or shall avail itself of, or become subject to, any proceeding under the Federal Bankruptcy Act or any other statute of any state of these United States or any other foreign country relating to the insolvency or the protection of rights of creditors; then, in the case of any of the foregoing events, at the option of CITY, the CITY shall have the right to terminate this Agreement forthwith and CONTRACTOR or its successor in interest by operation of law or otherwise shall thereafter have no rights in or to this Agreement or to any of the rights herein conferred.

C. Default of CITY. In the event that CITY shall fail to comply with or carry out any material term, covenant or condition set forth in this Agreement, CONTRACTOR may serve upon CITY a First Notice of Defa ult. lf CITY fails to cure such default within thirty (30) days after receipt of said First Notice of Default, or, if such default is not capable of being cured within such period, if CITY does not commence to cure within such thirty (30) days and thereafter diligently pursue such cure to completion, then CONTRACTOR may serve upon CITY a Second Notice of Default. lf CITY fails to cure such defaul t within twenty (20) days after receipt of said Second Notice of Default or if such default cannot be cured within such period, CITY does not commence to cure such default and thereafter diligently pursue such cure to completion, then CONTRACTOR may terminate this Agreement upon notice of termination to CITY. Termination shall be effective immediately upon receipt of such notice of termination.

D. Remedies. In case of default, each party shall have available to it any of the remedies provided for in this Section as well as all remedies available in law and equity.

E. Rights of Parties Accrued Prior to Termination. Termination of this Agreement shall not in any way affect the rights and obligations of the parties which have accrued prior to such termination, including without limitation, with respect to damages or amounts payable to the other party.

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F. Other Remedies. The exercise of the remedies provided for in this Section 19, shall be cumulative and shall in no way affect any other remedy the parties may have available in law or equity. The exercise by either party of any of the options set forth in this Section by commencement of legal proceedings, audit, or otherwise, shall not be deemed a waiver of its right to exercise any other option provided herein.

20. Insurance.

CONTRACTOR agrees to have and maintain the policies of insurance set forth in EXHIBIT C, entitled “Insurance Requirements”, which is attached hereto and incorporated herein. All policies, endorsements, certificates and/or binders shall be subject to approval by the CITY Risk Manager as to form and content. These requirements are subject to amendment or waiver if so approved in writing by the.

Risk Manager. It is agreed that the required insurance coverage maybe increased in proportion to the CPI Changes as described in paragraph 5.B. However, any such increase in required insurance coverage shall be applied in minimum $250,000 increments based on the cumulative ‘multi-year’ CPl Change.

CONTRACTOR agrees to provide CITY with a copy of said policies, certificates and/or endorsements before work commences under this Agreement.

21. Nondiscrimination.

As set forth in Palo Alto Municipal Code section 2.30.510, CONTRACTOR certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condi tion, housing status, marital status, familial status, weight or height of such person. CONTRACTOR acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment.

22. Taxes.

CITY shall pay all lawful sales or use taxes, if any, levied on the rent payments and all possessory interest taxes or personal property taxes from time to time levied or assessed upon CONTRACTOR in connection with the APT provided pursuant to this Agreement. CONTRACTOR shall pay any other taxes with respect to this Agreement, including, without limitation, personal property taxes for personal property other than the APT, any federal or state income, franchise, sales, use, or similar taxes, business license taxes, and any taxes related to CONTRACTOR'S right to do business. CONTRACTOR shall promptly upon receipt thereof provide CITY with copies of any bills received by CONTRACTOR for any taxes payable by CITY pursuant to this Section. Notwithstanding the

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foregoing, CITY shall have the right at its option to contest the validity or amount of any taxes payable by CITY pursuant to this Section by appropriate legal proceedings.

23. Conflict of Interest.

CONTRACTOR, and its officers, employees, associates and subcontractors, if any, will comply with all conflict of interest statutes. of the State of California applicable to CONTRACTOR’s services under this Agreement including, but not limited to, the Political Reform Act (Government Code Sections 81000, et seq.) and Government code Section 1090.

24. Governing Law.

CITY and CONTRACTOR agree that the law governing this Agreement shall be that of the State of California.

25. Compliance with Laws.

CONTRACTOR and the APT shall comply with all applicable laws, ordinances, codes and regulations of federal, state and local governments, including without limitation the Americans with Disabilities Act (ADA), in the performance of CONTRACTOR’s obligations hereunder.

26. No Third-Party Beneficiaries.

Nothing in this Agreement shall be construed to create any duty to anyone not a party hereto and no third party shall be deemed a third-party beneficiary of any of the provisions hereof.

27. Independent Contractor.

CONTRACTOR shall be deemed at all times to be an independent contractor hereunder and shall be wholly responsible for the manner in which CONTRACTOR performs the service required of CONTRACTOR by the terms of this Agreement.

Nothing contained herein shall be construed as creating an employment, partnership, joint venture or agency relationship between CITY and CONTRACTOR. Terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONTRACTOR’s work only and not as to the means by which such a result is obtained.

28. Waiver.

CONTRACTOR agrees that waiver by CITY of any breach or violation of any term or condition of this Agreement shall not be deemed to be a waiver of any other term or condition contained herein or a waiver of any subsequent breach or

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violation of the same or any other term or condition. The acceptance by CITY of the performance of any work or services by CONTRACTOR shall not be deemed to be a waiver of any term or condition of this Agreement.

29. Contractor’s Books and Records.

A. CONTRACTOR shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other. records or documents evidencing or relating to charges for services, supplies, materials, or equipment provided to CITY for a minimum period of three (3) years, or for any longer period required by law, from the date of final payment to CONTRACTOR pursuant to this Agreement.

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

C. Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at, any time during regular business hours, upon written request by any of the following CITY officers: the City Attorney and/or Director of Administrative Services, and/or any of the following City officers:
the City Auditor, City Manager, and/or the Director; or a designated representative of any of such officers. Copies of such documents shall be provided to CITY for inspection at the CITY office when it is practical to do so. Otherwise, unIess an alternative is mutually agreed upon, the records shall be available at CONTRACTOR's address indicated for receipt of notices in this Agreement.

D. Where CITY has reason to believe that such records or documents may be lost or discarded due to dissolution, disbandment or termination of CONTRACTOR’s business, CITY may, by written request by any of the above-named officers, require that custody of the records be given to CITY and that the records and documents be maintained at the CITY office. Access to such records and documents shall be granted to any party authorized by CONTRACTOR, CONTRACTOR’s representatives, or CONTRACTOR’s successor-in-interest.

30. Gifts.

A. CONTRACTOR is familiar with CITY's prohibition against the acceptance of any gift by a City officer or designated employee, which prohibition is found in the Palo Alto Municipal Code.

B. CONTRACTOR agrees not to offer any City officer or designated employee any gift prohibited by said Code.

C. The offer or giving of any prohibited gift shall constitute a material breach of this Agreement by CONTRACTOR. In addition to any other remedies CITY may have

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in law or equity, CITY may terminate this Agreement for such breach as provided in Section 23 of this Agreement.

31. Notices.

All notices and other communications required or permitted to be given under this Agreement shall be in writing and may be delivered by hand, by facsimile transmission with Verification of receipt, or by United States mail, postage prepaid and return receipt requested, addressed to the respective parties as follows:

To: Director, Department of Public Works
City of Palo Alto
250 Hamilton Avenue
Palo Alto, CA 94301

with a copy to:

Facilities Manager, Dept. of Public Works, Public Services Division Facilities Management Section
City of Palo Alto
250 Hamilton Avenue
Palo Alto, CA 94301

To CONTRACTOR:

JCDecaux San Francisco
Attention: Jean-Francois Nion
81 Dorman Avenue, Suite B
San Francisco, CA 94124

or to such other address as any party may designate by notice in accordance with this Section.

A copy of any notice of a legal nature, including, but not limited to, any claims against CITY, its officers or employees shall also.be served in the manner specified above to the following address:

City of Palo Alto – City Attorney’s Office
250 Hamilton Avenue
Palo Alto, CA 94301

Notice shall be deemed given on the date of personal delivery by hand, or the date of receipt of facsimile transmission (with verification of receipt), or on the date delivery is refused, if applicable.

32. Venue.

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In the event that suit shall be brought by either party hereunder, the parties agree that trial of such action shall be exclusively vested in a state court in the County of Santa Clara or, where appropriate, in the United States District Court for the Northern District of California, San Jose, California.

33. Prior Agreements and Amendment of this Agreement.

This Agreement, including all Exhibits attached hereto, represents the entire understanding of the parties as to those matters contained herein. No prior oral or written understanding shall be of any force or effect with respect to those matters covered herein. This Agreement may only be modified by a written instrument duly executed by the duly authorized and delegated parties to this Agreement and approved as required under Palo Alto Municipal Code.

Any unchecked boxes in this Agreement do not apply to this Agreement.

34. Assignment.

A. This Agreement may not be assigned by CONTRACTOR without the prior written consent of CITY, which consent shall not be unreasonably withheld, except that CITY’s consent shall not be required for (i) assignments requested in connection with the sale of substantially all of CONTRACTOR’s assets or operations, such as but not limited to consolidations or mergers, or (ii) assignments to entities more than fifty percent (50%) owned by, or under common ownership with, CONTRACTOR; provided, in either case, that the assignee assumes in writing all of CONTRACTOR’s obligations hereunder.

B. CITY, in its sole discretion with written notice to CONTRACTOR, may assign all or part of its interest in this Agreement to any other governmental entity.

35. Severability.

lf any term, covenant, condition or provision of this Agreement, or the application thereof to any person or circumstance, shall to any extent be held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, covenants, conditions or provisions of this Agreement, or the application thereof to any person or circumstance, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby.

36. Headings.

Section and subsection headings used herein are for convenience of reference only and are not intended to define or limit the scope of any provision hereof.

37. Incorporation of Recitals.

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The Recitals first set forth above are terms of this Agreement and are hereby incorporated into this Agreement in full by this reference.

38. Exhibits.

The following Exhibits are attached to and hereby made part of this Agreement in full by this reference:

(i) Exhibit A – Location of APT (1 pages)
(ii) Exhibit B – Plans and Specifications (22 pages)
(iii) Exhibit C – Insuranc e Requirements (2 pages)

(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)

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AMENDED AND RESTATED
CONTRACT No. C20175026$ SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement, effective as of the date first above written (the Effective Date).

CITY OF PALO ALTO
____________________________
City Manager or Designee
APPROVED AS TO FORM:
____________________________
Mark Vanni
City Attorney or Designee

CONTRACTOR
____________________________
J. Francois Nion
Executive Vice President
____________________________
Alan Sullivan
Co-Chief Executive Officer
____________________________
Clement Tesniere
Chief Financial Officer

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Amended and Restated Rental Agreement

Page 1 of 1 ends

EXHIBIT A

LOCATION OF APT
Palo Alto Transit Center – APT located near 400 Mitchell Lane, Palo Alto.

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Apt6.wpd
01/08/99
-1-

$0(1'('$1'5(67$7('
5(17$/$*5((0(17)2538%/,&72,/(76
&2175$&712&$
(;+,%,7%
3/$16$1'63(&,),&$7,216

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TI: , JCDecaux Automatic Self-CleanIng Public Toilet

TABLE OF CONTENTS

GENERAL INFORMATION
A. SPECIFICATIONS FOR EXTERlOR

1. DIMENSIONS

2. INFORMATION PANFIR

3.COlNERPANFI
B. SPECIFICATIONS FOR PUBLIC AREA..........................................................................'......

1. DIMENS10NS -

2. AC.PRm

3. PUBLIC DOOR ......b0 ..e ........ ,.... .. .... .. .*t.... ....* ........„..... . ...., .. ... ., ... .... .. ... ... ...-......... .. ......, ...e ,e.*'

4. PUBLIC:AREA FLOOR

5. WALLS AND CElLING

6. TOlLET BOWl

7. BACKREST

8. SINK

9.FEATURES

10. LIGHTING

11. VENTILATION

12. HEATING
C.SPECIFICATIONSFORTHE'TECHNICALAREA

1.ACCESS

2. COIN BOX UNIT
3: MAIN COMPONENTS OF THE TECHNICALAREA

4. ,ROOF

5.'SEWAGF

6. RAINWATER

7. DISINFECTION

8.EQUIPMENT PReTECTiON
D. SP.ECIFICATIONS FORINSTALLATION'OF THEUNIT

1. FOUNDATION

2. SEWAGE

3. WATER SUPPLY

4. TELEPHONF

5.EllECTRICITY ·
E. DRAWINGS
1 JCDecaux United Street Furniture 1994
2 2
3 4
4 4
4 5
6 6
6 7
7 8
8 8
9 9
9 .9
10 11
11 11
11 12
12 12
12 12
13 2

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1 GENERAL INFORMATION
JCDecaux Automatic Self-Cleaning Public Toilet
The JCDecaux automatic public toilet is a self-cleaning oval-shaped self- contained structure with three main components:

A) Exterior
B) Interior Public Area
C) Technical Area
A.SPECIFICATIONSFORE*TERlOR
The unit is constructed of a concrete shell with decorative exterior panels of painted'textured aluminum„ an aluminum door, cast iron base and coiner panel, glass-covered information panels, and a fiberglass roof.

From the exterior, the public area is accessed by a coin-operated automatic door and the technical area is. accessed by a door operated by an imfrared device.

T.he location of each unit will·be selected to provide easy access for the public and the maintenance crew. A minimum dearance of 3:5' is necessary to open thetwo doors·of the glass information panels and the technicaldoor.

1. DIMENSIONS
The overall exterior'dimensions of the unit are approximately:

Height: 9'10"
Width: Base: 7'1"
Body: 6'120"
Length: 12'5"
Footprint Area: 77.5 square feet
Weight: 22,000 pounds
2 JCDecaux United'Street Furniture 1 954

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2. INFORMATION PANELS
JCDecaux Automatic Self-Cleaning Public Toitet
The two long sides of the uniteach carry a.5.7'x4' back-lit framed glass panel to display city information posters. The two'panels are,equippedwith4 fluorescent tubes diffused by translucent plastic. Th6 posters· are hung from the top and protected by the locked glass panels. Ihe panels are hinged atthe topand open atthe bottom for mounting the posters.

3. COlNER PANEL
The coiner pahel is constructed of painted cast iron. lt includes a coin slot and coin return, back-lit instructions in different languages (including Braille), the word 70/LEr inraised letters, an LED display indicating ' Vacant,' 7n Use, 0Cleaning," «Closed/Open From X:00 To X:00," O.ut Of Order," as we\\ as additional informationon:howto usethe public toilet.
3 JCDecaux United 'Street FurnIture ···}e.1

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JCDecaux Automatic,Self-Cleaning Public Toilet
B.SPECIFICATiONSFORPUBLIC AREA

1. DlMENSIONS
Thepublicareahas approximately 42 sq0are feet,of space.

2. ACCESS
Access to the public area is.gained by a door that travels a quarter-circle sector, and is suspended from the, ceiling and guided at the bottom. To gain access to thepublic area, the user inserts 25 cents or a special token into the coin slot, which activates the release of the door. This can occur only when the deaning cycle is'complete and the indicator panel shows Tacant

3. PUBLICDOOR
The public access door is a metal' sandwich panal filled inside with rockwool.

The exterior. pamel is made of painted textured aluminum and the interior of staihIess steel. The d0br has a translucent window.

The door is.electrically-powered, bUl it can be opened manually from inside in the event of an electric power failure or at any other time.

In case of emergency, a special key mechanism allows the public door to be opened from the exterior byauthorized personmel (JCDecaux technicians, police, fire, or other security personnel).

The publicdoor is approximately 7.3' high, 2.8' wide, and2" deep.

To enter the unit: The door can be closed manuallyby the user, either by operating the interior door handle or by pushing a button. The door .will not close, however, if the weight detection system ih the unit has not registered a weight that is at least equivalent to the approximate weight of 55 1bs. lf the user enters the unit but does not activate the door, it'will dose automatically after 10 secomds. The ,door will also closeautomatically after 60 seconds if a user has activated it from the exterior but has.notyet entered the unit. 4 JCDecaux.United Street Furniture

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JCDecaux Automatic Self-Cleaning PublicToilet
T.o e*it the, unit:. The public area, door can be opened from the interior by two methods:
• By operating the interior handle.which releases the opening catch, even in case of power failure.
• By operating either of two interior push plates on the wall adjacent to the door which releases the opening ·catch. 0ne is located at 'footrest 1evel for wheelchair users or for an ill or injured user lying on'the'floor, the other at a height of36:

The door contaihs a special sensitive feature that enables it to re-open automatically if pressure is applied to the edge. The door will try to close again and will slow its movement at the precise location whereit had made contact.

The door opens automatically after 20 minutes and stays open untiI the user leaves, as determioed by the detecti6n system. · lf'the user has hot exited after fiveminutes more, an alarm rings in the unit, and the JCDecaux office is alerted that the door has remainedopen for'too long
After theuser has exited -- as determined by the unit's detection systems - the door will automatically close/lock for the unit's cleaning cycle prior tothe next use.

4. PUBLIC AREA.FLOOR
'The'public area floor is made of painted'grooved aluminum The floor is fitted with an electronic weight detection system to detect the presence of a user in the public area.

The floor has a selficleaning :system wbich.operates after each cycle, and is slight19 inclined towards the bowl (at a maximum of 1/4 of an inch per. foot) to facilitate drainage of the water during washing. There is a gap of' 3 inches between the floOr and part ;of the wall under the,sink and toilet bowl to allow water and dirt to be deposited in a specially-designed basin inside the technical area.

The floor can be removed for maintenance by means of a mechanism in the technical area.
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5. WALLS AND CElLING
JCDecauxAutomatic'Self-Cleaning Public Toilet
The walls and ceiling-are made of polished concrete protected by an anti-graffiti, anti-adhesive paint. The ceiling is fitted with the following features:
. • Central lightfixture.
• VentiIatjon exhaust.
. Red light that flashes when a user has been in the unit for 18 minutes, to warn himor her that the door will open in two minutes.

6. TOlLET B0WL
The toilet bowl is made of enameled porcelain.. The seat contains an antifreeze system to ensure that,a comfortable temperaturels maintained.

The toilet bowl arid seatare automatically washed, disinfected and air-dried after each use. The bowl and seat retract into the wall, where sewage is released into a trap'that is directly below' the. bowl when it is'in this upright position. The seat and)bowl are washed Withhigh-pressurized water and a cleaning agent. After air drying,'the mechanisms pivot back into: the public area, ,and the bowl is refilled with clean water.

The, cleanihg ,cycle consumes approximately 1.3 gallons of water, and an additional .4 galIons ofwaterare used to,refil! the bowl The bowl is fitted with·a weight Sensitive device so thatit'wilInot r.etract (or will stop the retracting or cleaning cycle) if more'than 6 pounds is 'detected on the front edge of the bowl
The bowl retraction- movement is inhibited if the bowl bas not tilted after 12 seconds.

7. BACKREST
The painted aluminum backrest tilts back into the wall for cleaning, disinfecting, and air drying after each use. This is accomplished during the automatic self- cleaning cycle ofthe toilet bowl and seat.
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8. SINK
JCbecaux Automatic Self-Cleaning Pub!ic Toilet
The recessed sink contains an'infrared sensor that detects the user's hands and triggers the automatic washing,cycle - providing soapy ·water for washing, clear water for rinsing, and warm air fordrying.
'Thewater and dryer automatically shut off ahd cannot be activated after the 20 minute timellimitforeach user.

9. FEATURES
• Two coathooks mounted at two convenient heights.
• ·"Accordion feed" toilet paper dispenser stocking over 700'feet of paper. • Built-intrash bin, capacity 4 galIons.
• Full-lengtb oval mirror, dimensions 63" x16".
• Audio instructions activated by a push button.
• Written insfructions in Braille and multiple languages. . Five grab bars, three of which exceed accessibility'requirements. • Door handle.
• One "Open/Close" push plate at 36'.
• 0ne.«0pen" pushplate atfloor level.
• Two -911 push buttons to connect a sick or injured user directly to 911 personnel. The.buttons,must be activated twice to connect to 911 - after. the first activation an audio message asks'the user to confirm that tbere· isi an emergency by pushing the button again. 0ne button is located above the large horizontal grab bar on the wall adjacent to the tbilet, the other near the floor. The speaker and microphone are built into the u0it itself so that the usercan communicate hands-free. Instructions· on and around the buttons describe how to use them.
. Audio message and warning light that are triggered when a user has remained in tbe'unit for 18 minutes, signalingthat the doorwill open in 2 minutes.
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10. UGHTING

10.1. Natural Lighting
JCDecaux Automatic Self-Cleaning Public Toilet
Natural lighting is provided through twotranslucent windows - one located in the public door and the other ih the wall.

10.2. Artificia! Lighting
Electric lights are mounted in.thecenter ofthe ceiling.

11. VENTlLATION
There are two types ofventiIation:

11.1. Mechaftical.Ventilation
Air is exhausted from' the'public area,through 'an opening located on the ceiling near the ceiling light. Fresh air is supplied to the public area via the,ventilation panel which is located under the sink.

11.2. Natural VentiIation
Natural ventiIation is available'·via an,opening at tbettop of skydome and'·through free space under the door.

12. HEATING
The heating system is located in the technical - area, and is thermostatically controlled. Heat is pumped'into the public area through the ver'itiIation panel located Under the ,sink.

The heating system provides a mirlimum temperature of approximately 45°F whenthe public area is vacant and a temperature between approximately 55°F and 65°F when the public.area is occupied.
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JCDecauxAutomatic Self·Cleaning Public Toilet
C. SPECIFICATIONS FOR THE TECHNICAL AREA

1.ACCESS
An aluminum door on the exterior of the unit gives access to the technical area, including the bowl and cleaning mechanism, the water tank/pump, space heater, programmable controlIer, electrical cabinet, water filter,andcleaning.supplies.

The door is opened by means of an infrared key system used Only byauthorized personnel.

An aluminum: panel ,surrounding the toilet bowl and backrest can be unlocked from the technical area to gain access to the mechanical cleaning and bowl retraction components from the pOblic area.

2. COiN BOX UNIT
The cast aluminum coin box, meter, and cover are located behind the coiner panel next to the publicaccess door.

Ihey are mechanically locked and unlocked by JCDecaux technicians by means of an infrared system.

3. MAIN COMPONENTS OF THE TECHNICAL AREA
The technical area includes several subassemblies:

3.1. A mechanical assembly performing the following functions:
• Retraction of the toilet bowl and backrest
• Washing
• Drying

3.2. A cabinet housing the electronic compoments and the computer that monitors the unit's performance. Information about the unit's systems are transmitted to the c6mputer via built-in sensors and devices that monitor all functions of 'the unit - suchas. the drying duct that dries the toilet seat and backrest, the 1evel of water in the trap and the water sUpply system, and the functioning and timing, of all mechanical m0vements. In the event of the detection of any faults, the cleaning cycle is inhibited, the unitgoes "0ut Of Order", and.the JCDecaux office is alerted for technical assistance. 9 JCDecaux'United Street Furniture

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JCDecaux.Automatic SelfiCleanIng Public Toilet
Each main piece of electrical equipment - pumps, heater, motors - has its own fuse for secwrity, while some smaller electrical components which don't run together.are connected on the same fuse.

3.3. A water'system including:
• 3 gallon tank.
• Centrifugal pump supplying the toilet bowland floor"washing system. This pump provides a constant supply of'pressure to the,washing mechanics. • Back flow·preventer.
• Internal circuit stopcocks, gatevalves and solenoid valves.

3.4. A ventiIation;system providing the following functions:
• VentiIation for the unit.
• .Heating forthe unit
• Hand dtyer system.

4. ROOF
The roof is constructed of molded fiberglass poIyester.

The roof ,ilts upward to allow access to:
, ,Door mechanism.
• Water tank for'the floor cleaning system.
• Electrical components for-the lighting system ofthe4nformation pahels. • Light fixture f6r the interior of the unit - if necessay, this can be removed for access.through the ceiliog.to the public area.
• Emergency access to open the public door.

A„small gap all aIong the roof and the two holes holding the decorative balls on the roof provide,ventiIation of the roof area.
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5.SEWAGE
JCDecaux Automatic Self-Cleaning Public Toilet
The trap is located just underneaththe toiletbowl'when it is in a vertical position.

A 5" diameter 0-bend connects directly to the sewer. The trap is fitted with a sensor that monitors the water 1evel, in case of a U-bend clog. Just beyond the U-bend there isan'air vent thattonnects to the roof.

6. RA!NWAIER
The unit is covered by an overhanging waterproof roof. A gutter located above the door and coiner drains rainwater from the roof via a2" pipe which discharges into the trap.

7. DISiNFECTiON
The disinfection system includes a dosage pumpwhich mixes :a premeasured amount of a cleaning agent:with water to wash the toilet bowl, seat, backrest, and hand basin.

8. EQUIPMENT PROTECTiON
• Steel: SA3 shot blasting and 80 micron metal plating, with a poIyester powder paint.
• StainIess Stee!: no protection necessary.
• A!uminum: degreased, cleaned and coated with a poIyester. powder paint, 0v6n-blasted.at356°F, thickness 1,00 microns.
• Concrete:, Interior'walls are polished concrete, protected' by anti-graffiti and anti-adhesivepaint. :
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JCDecaux AutomaticSelf-Cleaning Public Toilet
D. SPECIFICATIONS FOR INSTALLATION OF THE UNIT

1. FOUNDATION
The foundation consists of a reinforced concrete slab block whichallows space for the connections 'to water, electricity, telephone and sewer systems. Each location must be selected to facilitate these connections.

The unitis bolted.to the,slab.

Total depth of excavation: approximately 3 feet.

The foundation is designed to be installed on stable ground, with a resistance of 1 bar. Soil resistance,aha1ysis may be required.

Concrete slab: 350kg (771.75'pounds) cement per each meteri (1.093 yard3) of concrete.

Total weight of the structure: approximately 22,000 1bs.

2.SEWAGE
A 5-inch pipe connects the·unit to the sewer.

3. WATER SUPPLY
The minimum internal diameter of thewater supply pipe is 1 inch.

4. TELEPHONE
The unit must be connected to local telephone lines for 911 calls and for the transmittal of information from the computer checking the operations of the unit to J'CDecaux's>local office.
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5. ELECTR!CITY
Electric power required is:

JCDecaux,Automatic>Self-Cleaning Public Toilet
. 7 KVA three phases 120/208V. 60HZ (3 phases, 4 wires multiwire branch circuitwith neutral grounded)
or:
. 7 KVA single phase 120V/ . 60HZ (1 phase, 2 wires multiwire.branch circuit with neutral grounded)
or:
. '7 KVA single phase 120V/240V . 60HZ (1 phase, 3 wires multiwire branch cjrcuit with neutral grounded)
There is a separate cabinet, accessible from the exterior, that contains the electric meterand a general fuse,disconnect switch.

Aground mat·will be placed below the foundation:

The u5er is never in contact with'the electrical cir.cuit inside the unit. The push buttons requiring power·are on low'voltage24V.
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EXHIBIT C

INSURANCE REQUIREMENTS

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

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

AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:

REQUIRED TYPE OF COVERAGE REQUIREMENT

MINIMUM LIMITS

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

STATUTORY

YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY,

BROAD FORM PROPERTY DAMAGE BLANKET

CONTRACTUAL, AND FIRE LEGAL LIABILITY

BODILY INJURY

PROPERTY DAMAGE

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

YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED,

HIRED, NON-OWNED

BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE

PROPERTY DAMAGE

BODILY INJURY AND PROPERTY

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

NO PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND

OMISSIONS, MALPRACTICE (WHEN APPLICABLE),
AND NEGLIGENT PERFORMANCE ALL DAMAGES $1,000,000
YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND

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

RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S

LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
/͘ INSURANCE COVERAGE MUST INCLUDE:
͘ A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY.
//͘ CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE͘ ///͘ ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” ͘ PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS

AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.

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B. CROSS LIABILITY

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

SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT

THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.

C. NOTICE OF CANCELLATION

1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONTRACTOR SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.

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

EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED WITH THE CITY OF PALO ALTO͘
Rev. Aug. 27, 2019

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Planning and Development Services
Meeting Date: May 13, 2024
Report #:2308-1903
TITLE
Approval of a Professional Services Contract Number C24187280 With 3Di in a Not-to Exceed Amount of $443,256 to Provide Rental Registry Program Software Solutions and Professional Services for a Term of Four-Years; CEQA Status – Not a project.

RECOMMENDATION
Staff recommends that Council approve and authorize the City Manager or designee to execute Contract No. C24187280 (Attachment A), with 3Di, to provide rental registry program (RRP) software services and professional services for a term of four (4) years and a total amount not to exceed $443,256, including $402,960 for services and reimbursable expenses and $40,296 for additional services.

EXECUTIVE SUMMARY
The City of Palo Alto released a Request for Proposals (RFP) for procurement of rental registry program (RRP) software solutions and professional services in March 2023. Based on the evaluation process, the City issued a Notice of Intent to Award a contract to 3Di in August 2023.

The contract agreement with 3Di (Attachment A) is the result of contract negotiations with staff to implement the rental registry program approved by City Council on November 27, 2023. Staff recommends the City Council enter into a contract with 3Di for a not to exceed amount of $443,256, including $402,960 for services and reimbursable expenses and $40,296 for additional services. The contract agreement would support the City’s initial and ongoing RRP implementation over a contract term of four years, specifically from implementation kickoff in Spring 2024 through December 31, 2028.

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BACKGROUND
The City of Palo Alto joins a growing number of California jurisdictions that implement rental registry programs. City Council adopted Palo Alto Municipal Code (PAMC) Chapter 9.65 (Residential Rental Registry Program)1 on November 27, 2023, which enables the City to:
•Learn about the rental landscape as it is experienced by renters and landlords; •Make data-informed policy decisions that protect public health, safety, and welfare for residents of Palo Alto and that support certainty, stability, and fairness in the residential rental market for renters and landlords;
•Support community awareness of existing renter protections; and •Support the implementation of the City’s Housing Element goals, policies, and programs, including providing information available to inform the City’s significant investments in rental unit protection, preservation, and production.

Contract No. C24187280 (Attachment A) represents a new software solution and professional services agreement for the City. Contract No. C24187280 outlines the 3Di scope of work and tasks, schedule, and costs to support the City’s initial and ongoing RRP implementation over a contract term of four years, specifically from implementation kickoff in Spring 2024 through December 31, 2028. The software solutions and professional services are detailed in the contract and include a variety of tasks and deliverables. Some notable items include:
•Consultant project management and regular software performance evaluation metrics/reporting;
•Cloud-based database system for annual and event-based reporting with information collection, quality control, data visualization, reporting, and customer relations management (CRM) functionality (for use in public noticing and community engagement);
•Online portals/dashboards for City staff, landlords, and the public for generally 24/7 year-round database access;
•RRP participation fee and administrative penalty fee invoicing and payment collection system integrated with the database and online portal/dashboard; •RRP guidance and resources webpage, including an RRP overview, how-to-register training worksheets, demonstration videos, and other online information resources provided by the City; and
•Weekdays call center/online help desk available for customer technical assistance with rental unit registration.
1 City Council discussed and held a first reading on the Rental Registry Program on November 27, 2023 as Agenda Item 16: https://cityofpaloalto.primegov.com/Portal/Meeting?meetingTemplateId=13307.

City Council held a second reading on the Rental Registry Program on December 18, 2020 as Agenda Item 19:
https://cityofpaloalto.primegov.com/Portal/Meeting?meetingTemplateId=13074.

The Rental Registry Program Ordinance No. 5605 can be found online here:
https://portal.laserfiche.com/Portal/DocView.aspx?id=70214&repo=r-704298fc The Rental Registry Program Ordinance is codified in the Palo Alto Municipal Code online here:
https://codelibrary.amlegal.com/codes/paloalto/latest/paloalto_ca/0-0-0-92776.

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ANALYSIS
To implement the City’s rental registry program, the City needs to procure software solutions and professional services to support and complement City staff efforts.

Solicitation Process
The City released an RFP for procurement for RRP software solutions and professional services in March 2023 through PlanetBids, the City’s eProcurement platform at the time, and 1,124 vendors were notified. The solicitation period was posted for 51 days and closed on April 25, 2023. The City received four proposals. One proposal was deemed non-responsive and was disqualified. Three proposals were evaluated by a selection committee comprised of staff from Human Services, Information Technology, and Planning & Development Services. The two bidders with proposals that ranked the highest by the selection committee were interviewed.

The City issued a Notice of Intent to Award a contract to 3Di in August 2023.

Table 1: Summary of Request for Proposal
Proposal Description RFP 187280 Rental Registry Program Proposed Length of Project 4 Years
Number of Vendors Notified 1,124
Number of Proposal Packages Downloaded 9
Total Days to Respond to Proposal 51
Pre-Proposal Meeting No
Pre-Proposal Meeting Date N/A
Number of Proposals Received 4 total received, 1 deemed non- responsive/disqualified
Proposal Price Range $267,560 - $3,217,413
Public Link to Solicitation PB System - Bid Information (planetbids.com) 3Di's proposed software solutions and professional services align with the City's RFP, addressing key requirements. These requirements include providing the registry database, portals, Customer Relationship Management (CRM) functionality, fee collection, multi-lingual translation services, system maintenance and security, quality assurance/control procedures, and dashboards for data analysis and reporting. Furthermore, 3Di offers staff training and ongoing support, including a weekday helpdesk/call center for landlords with technical inquiries regarding rental unit registrations. In contrast, the alternative proposal was costlier and did not include all the functionality and registry reporting capability requested in the RFP in the proposed scope and budget.
3Di’s demonstrated success in deploying and implementing rental registry programs in other California cities distinguished their proposal. In the Bay Area, 3Di has worked with the City and County of San Francisco on their Housing Rental Inventory Registry, the Berkeley Rent Control Board on the Berkeley Rent Control Rent Tracking System, the City of Alameda on their Rent Item 8
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Control Program, the City of Oakland on their Client Management Module and Eviction Data Platform, and the City of Mountain View on their Rent Program implementation.

Contract Highlights
Contract No. C24187280 (Attachment A) accounts for the timeline necessary to initially build the RRP software for the City, test the system, and return to the Planning & Transportation Commission and the Housing Ad Hoc for public feedback on the rental unit registration forms ahead of RRP public launch, currently anticipated during calendar year 2024. The contract timeline also covers the first four years of phased RRP implementation through December 31, 2028.

POLICY IMPLICATIONS
Pursuing renter protection policy work is consistent with the goals in the City’s 2030 Comprehensive Plan to provide adequate housing for all. Implementation of this contract agreement is also consistent with the City’s 6th Cycle Housing Element and the programs identified in the Housing Element to create a rental registry program. The rental registry program provides an opportunity to collect information to inform future rental protection policy initiatives.

FISCAL/RESOURCE IMPACT
Funding for this program was approved by the City Council in the FY 2024 budget in total of $328,000 for professional services and consultant software to initiate the rental registry program and one full time staff position, estimated to cost an additional $270,000 .

Additionally, Council approved $68,000 in ongoing funds for software related to this contract; although annual ongoing cost shown below are above annual ongoing budget, there is sufficient funding from the initial professional services and software that will be reallocated to cover these expenses. While additional 3Di support hours are included in Years 1 and 2 to assist City staff in the earlier phases of this program, annual contract costs will decrease in Year 3 and Year 4 as the program becomes more established. At this time, this contract (as outlined in Table 2) is fully funded.

Table 2: Contract No. C24187280 Summary of Initial and Annual Contract Costs RRP Year RRP Contract Costs
Initial Build (Spring 2024-Summer 2024) $73,420
Year 1 (Fall 2024-Summer 2025) $84,800
Year 2 (Fall 2025-Summer 2026) $87,116
Year 3 (Fall 2026-Summer 2027) $77,540

Year 4 (Fall 2027-Summer 2028)* $80,084
Sub-total for Services and Reimbursable Expenses $402,960 Additional/Optional Services/Contingency $40,296
Total $443,256
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*Subscription services end Fall 2028 and contract ends December 31, 2028.

City Council approved program included no participation fees for the first year of the rental registry, therefore, these costs are funded by the General Fund. A fee will be developed and implemented for Year 2 to begin recovering costs associated with the program; full cost recovery is not anticipated until registration and RRP participation fees are required for all rental units in Palo Alto. Depending on Council direction and policy, this could occur as early as Year 3.

STAKEHOLDER ENGAGEMENT
A request for proposals (RFP) for the rental registry program was posted on the PlanetBids, the City’s eProcurement platform, and 1,124 vendors were notified. The solicitation period was posted for 51 days and closed on April 25, 2023. Four proposals were received. Three proposals were evaluated, given that one was disqualified.

Although not part of this contract, stakeholder engagement is expected to occur with the City Planning & Transportation Commission and the Council Housing Ad Hoc for public feedback on the Rental Registry Program ahead of the public launch.

ENVIRONMENTAL REVIEW
The approval of a contract agreement for software procurement and to receive professional services is not a project or an action subject to environmental review under the California Environmental Quality Act.

ATTACHMENTS
Attachment A: 3Di Rental Registry Program Software and Professional Services Contract, C24187280
APPROVED BY:

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CITY OF PALO ALTO CONTRACT NO. C24187280

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF PALO ALTO AND 3Di, INC.

This Agreement for Professional Services (this “Agreement”) is entered into as of the XX day of April, 2024 (the “Effective Date”) , by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and 3Di, INC. a California corporation, located at 3 Pointe Drive, Suite 307, Brea, CA 92821 (“CONSULTANT”).

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

RECITALS

A. CITY intends to create a Residential Rental Registry Program (the “Project”) and desires to engage a consultant to provide professional services and software solutions to collect and manage all of the information submitted by rental unit property owners /managers 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 S ervices described in Exhibit A in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY.

SECTION 2. TERM.

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

SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this 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.

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SECTION 4. NOT TO EXCEED COMPENSATION. The compensation t o be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Four Hundred Two Thousand Nine Hundred Sixty Dollars ($402,960). 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 Forty Thousand Two Hundred Ninety-Six Dollars ($40,296) 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 Four Hundred Forty-Three Thousand Two Hundred Fifty-Six Dollars ($443,256), as detailed in Exhibit C.

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

To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully exec uted Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4 .

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

SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit invoices DocuSign Envelope ID: AFCDE7EF-D2A6-431C-8FCE-DA2F7FC22081 Item 8
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related to Task 1 and 2 on monthly basis to the CITY describing the S ervices performed and the applicable charges (including , if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C-1. Task 3 and Task 4 invoices will be submitted prior to the beginning of the respective year and paid by CITY on annual basis.

If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY.

CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice. 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 A greement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances.

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

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

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

SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be DocuSign Envelope ID: AFCDE7EF-D2A6-431C-8FCE-DA2F7FC22081 Item 8
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deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which CONSULTANT performs the S ervices requested by CITY under this Agreement.

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

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

SECTION 12. SUBCONTRACTING.

Subcontracts Authorized: Notwithstanding Section 11 ( Assignment) above, CITY agrees that subcontractors may be used to complete the Services only with prior approval, in writing, including scope of services, cost and duration.

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

SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Rebecca Baharian, Telephone: 909-731-0809; Email: [email protected]. as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day-to-day performance of the Services.

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

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CITY’s Project Manager is Rebecca Atkinson, Planning and Development Services Department, , 250 Hamilton Ave Palo Alto, CA , 94301 Telephone: 650-329-2596, Email:
[email protected]. CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time.

SECTION 14. OWNERSHIP OF MATERIALS.

14.1 COSULTANT Materials. All right, title, and interest in and to the CONSULTANT Materials, including all Intellectual Property Rights therein, are and will remain with the CONSULTANT and, with respect to Third-Party Materials, the applicable third-party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third- Party Materials. In furtherance of the foregoing, no rights or licenses are granted to Customer except as expressly set forth herein. Without limiting the above, CONSULTANT shall own and retain all right, title and interest in and to the Services and software, as well as all improvements, enhancements or modifications thereto, and any software, applications, inventions or other technology developed in connection with Implementation Services or Support Services including those based on any suggestions, enhancement requests, feedback, or recommendations provided by CITY or its Users.

14.2 CITY Data. As between CITY and Consultant, CITY is and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer/CITY Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 1.3 below.

14.3 Consent to Use Customer/CITY Data. CITY hereby grants all such rights and permissions in or relating to Customer/CITY Data as are necessary or useful to CONSULTANT, its Subcontractors, and the Consultant Personnel to enforce this Agreement and exercise Consultant’s, its Subcontractors’, and the Consultant Personnel’s rights and perform Consultant’s, its Subcontractors’, and the Consultant Personnel’s obligations hereunder.

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

SECTION 16. INDEMNITY.

16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or DocuSign Envelope ID: AFCDE7EF-D2A6-431C-8FCE-DA2F7FC22081 Item 8
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nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party.

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

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

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

SECTION 18. INSURANCE.

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

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

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

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construed to limit CONSULTANT ’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired.

SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.

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

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

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

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

SECTION 20. NOTICES.

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

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

With a copy to the Purchasing Manager
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To CONSULTANT: 3Di, INC.
3 Point Drive, Suite 307
Brea, CA 92821
Attention: Mihir Desai, CFO

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

SECTION 21. CONFLICT OF INTEREST.

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

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

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

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

SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.

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

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

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

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

SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE .

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

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

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

26.1. This Project is not subject to prevailing wages and related requirements .

CONSULTANT is not required to pay prevailing wages and meet related requirements under the California Labor Code and California Code of Regulations in the performance and implementation of the Project if the contract:

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(1) is not a public works contract;
(2) is for a public works construction project of $25,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or (3) is for a public works alteration, demolition, repair, or maintenance project of $15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j).

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

This Project is not a 9204 Public Works Project.

SECTION 28. CONFIDENTIAL INFORMATION.

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

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

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

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

28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that CONSULTANT will notify CITY in writing of such order immediately upon receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing DocuSign Envelope ID: AFCDE7EF-D2A6-431C-8FCE-DA2F7FC22081 Item 8
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so), to give CITY an opportunity to oppose or otherwise respond to such order.

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

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

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

SECTION 29. MISCELLANEOUS PROVISIONS.

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

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

29.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to t hird parties.

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

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

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

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

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

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

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

EXHIBIT A: SCOPE OF SERVICES
EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER
EXHIBIT A-2 SOFTWARE CAPABILITIES
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS
EXHIBIT E: INFORMATION PRIVACY POLICY
EXHIBIT F: CYBERSECURITY TERMS AND CONDITIONS

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

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CONTRACT No. C24187280 SIGNATURE PAGE

IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement as of the date first above written.

CITY OF PALO ALTO

____________________________
City Manager

APPROVED AS TO FORM:

__________________________
City Attorney or designee

3Di, INC.

Officer 1
By:

Name: Rajiv Desai
Title: President & CEO
[email protected]

Officer 2
By:

Name: Mihir Desai
Title: CFO
[email protected]

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EXHIBIT A

SCOPE OF SERVICES

CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF SERVICES”. Notwithstanding any provision herein to the contrary, CONSULTANT’s duties and services described in this Scope of Services shall not include preparing or assisting CITY with any portion of CITY’s preparation of a request for proposals, request f or qualifications, or any other solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project.

CONSULTANT’s partici pation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications.

CONSULTANT shall cooperate with CITY to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by CONSULTANT pursuant to this Scope of Services.

TASK 1 – PROJECT MANAGEMENT AND COORDINATION

CONSULTANT will assist the CITY in implementing the Residential Rental Registry Program as outlined in Palo Alto Municipal Code Chapter 9.65 and as clarified in the CITY’s Residential Rental Registry Program Administrative Guidelines.

CONSULTANT will identify a Project Manager/Implementation Lead that will be the day-to- day contact for the CITY and who will document milestones, transmit deliverables, and manage information requested and received from the CITY.

Milestones and deliverables will include but are not limited to:
• CONSULTANT project management and regular software performance evaluation metrics/reporting;
• Cloud-based database system for annual and event-based reporting with information collection, quality control, data visualization, reporting, and customer relations management (CRM) functionality (for use in public noticing and community engagement);
• Online portals/dashboards for CITY staff, landlords, and the public for generally 24 hours, 7 days a week, year-round database access and that also translates rental unit registration forms into the user’s preferred language;
• Residential Rental Registry Program Participation fee and administrative penalty fee invoicing and payment collection system integrated with the database and online portal/dashboard;
• Residential Rental Registry Program guidance and resources webpage, including an RRP overview, how-to-register training worksheets, demonstration videos, and other online information resources provided by the City;
• Weekday call center/online help desk available for customer technical assistance with rental unit registration;
• Corresponding paper-based rental unit registration and event-based reporting forms, for landlord and staff use if Residential Rental Registry Program registration cannot be completed through the online portal;
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• Software system solutions for CITY staff training exhibits and/or manual; • Ongoing security and maintenance for the software system solutions, including updates and troubleshooting; and
• Data packaged and provided to the CITY if ever the contract ends with initial and ongoing CITY ownership of all data collected within the software system solutions.

Task 1.1 Project Scope

The CONSULTANT shall be responsible for providing all software solutions capabilities, modules, features, and functionality requested by the CITY, as described in Exhibit A-2. In coordination with the CITY, the CONSULANT will provide a clarified project scope that identifies all of the software solutions identify all capabilities, modules, features, and functionality that can be provided within the initial RRP launch timeframe so that expectations between the CITY and the CONSULTANT are mutually agreed to.

Milestones and deliverables will include a clarified project scope for initial Residential Rental Registry Program public launch.

Task 1.2 Project Schedule

In coordination with the CITY, the CONSULTANT will prepare a detailed Project schedule with tasks, milestones, and deliverables in Microsoft Project or other comparable tool so that the project schedule can be collaboratively managed, and so the CITY team will understand when information and reviews will be needed. The Project schedule shall reflect the duration of the contract. The Project schedule shall show initial Residential Rental Registry Program launch dates, the start/end of the annual open registration window, the timeframe for Residential Rental Registry Program information processing/reports, and the identification of time window(s) that can be used for completion of additional tasks such as building additional functionality if needed.

Milestones and deliverables will include project schedule for initial Residential Rental Registry Program public launch and the duration of the contract.

Task 1.3 Project Team Meetings

CONSULTANT will coordinate with CITY team to ensure that all Project teams convene on a regular basis and as needed ahead of the Residential Rental Registry Program launch, including the Steering Committee, CITY Program Staff, and the Implementation Team. CITY stakeholders and implementing departments include, but are not limited to, the following:
• Planning and Development Services Department (Long Range Planning Division, Current Planning Division, Development Services Division, Code Enforcement Division, and the Data and Technology Applications Division);
• Community Services Department (Office of Human Services); • City Manager’s Office (Assistant to the City Manager for Housing and Unhoused Services; Communications Team);
• City Attorney’s Office;
• Information Technology Department; and
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• Administrative Services Department (Office of Management and Budget and Revenue Collection Division).

Milestones and deliverables will include meetings, status reports (in memo or email format), and meeting agendas.

CONSULTANT will coordinate with CITY team to ensure that all Project teams convene as needed after Residential Rental Registry Program public launch on an ongoing basis, including the Steering Committee, City Program Staff, and the Implementation Team.

TASK 2 – IMPLEMENATION

Task 2.1 Kickoff & Planning
CONSULTANT will finalize goals, scope, stakeholder expectations, identify project teams, roles and responsibilities for each phase and define governance structure and reporting requirements.

Deliverables will include a kick-off meeting, detailed project plan, finalize scope and timeline, and governance strategy.

Task 2.2 Requirement & Implementation
CONSULTANT will finalize requirements including listing and application templates, workflow and access management and report and notifications. CONSULTANT will ensure configuration of portal deployment and branding, knowledge base and outreach content inventory set up, intake, workflows and role configuration and dashboards and related reports. CONSULTANT will complete custom development requirements. CONSULTANT will ensure systems integration and complete quality assurance testing.

Milestones and deliverables will include approved templates and workflow diagrams, staging instance, intake forms and configured workflows, role-based login and functionalities for public/tenant, owner, and CITY staff. CONSULTANT will ensure test instance is configured and ready for validation and testing. CONSULTANT will ensure that the Project schedule includes time for the CITY to bring the Residential Rental Registry Program forms to the CITY’s review committees and staff vetted adjustments to the Residential Rental Registry Program forms are incorporated. Residential Rental Registry Program forms and/or configurations will be used for initial rental unit registration, event-based reporting (reporting required within 10-days of event occurrence), and annual registration renewal (once a year during the annual open registration window).

CONSULTANT will ensure that software is configured to capture the information on the Residential Rental Registry Program forms in a manner that promotes registrant ease and information consistency (such as via providing drop-down menus, check boxes, date wheels, etc.), including, but not limited to:

1. Residential rental property contact information, such as property owner and property manager contact information,

2. Residential rental property characteristics, such as property address, property type, year purchased, number of rental units at the property, and year built, DocuSign Envelope ID: AFCDE7EF-D2A6-431C-8FCE-DA2F7FC22081 Item 8
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3. Residential rental unit characteristics, such as rental unit address, size (indoor/outdoor), number of bedrooms and bathrooms, year of any remodel, and owner or property manager occupancy,

4. Tenancy information, such as tenancy status, date of vacancy, reason for vacancy, date of tenancy, initial lease length, date of 1-year lease renewal, and date of last lease renewal

5. Rent information, such as initial security deposit amount, base rent amount, current rent amount, presence of rental assistance/subsidy/deed restriction/incentive, and rental unit amenities/services,

6. Affidavit information, such as attestation of accuracy, submittal date, name/contact information for registrant,

7. Optional information, such as open-ended opportunity to provide feedback, and

8. Events, such as when there is any increase in rent, when a notice to quit is sent to a renter, when an unlawful detainer complaint is filed, and when there is an eviction.

CONSULTANT will complete the following integrations:
• Integrate or provide data exports to the CITY’s Financial and Utility Billing Systems o CONSULTANT will have ability to EXPORT the required data in a flat file format to be consumed by the CITY’s Financial and Utility Billing Systems • Export property location and other information to CITY’s GIS (GIST and ESRI – ArcGIS Enterprise)
o CONSULTANT will provide an EXPORT geo coded data in a CSV format that can be consumed by CITY’s GIS system.
• Export property location and other information into CITY’s Application and Permitting Records Database
o CONSULTANT will provide an EXPORT containing Property Identifier (Parcen Number), Address and other information available in a CSV file which can be consumed by the CITY’s Application and Permitting Records Database • Allow CITY staff access to other departments’ systems to view activities related to the property and rental units, e.g., inspection reports, building permits, etc. o CONSULTANT will enable users to connect to external systems using a redirection URL that is clickable from Residential Rental Registry Program property detail page.
o The link related to Inspection Reports, Building Permits etc. must be provided by the City which can be inserted on Property Detail Page
o The link should have some common identifier (Parcel Number preferred) to ensure the correct redirection.

Task 2.3 Validation & Finalization
CONSULTANT will complete system validation, complete all portal, reports and maps, business intelligence dashboards, ADA Compliance and load testing, security and penetration testing, user acceptance testing (UAT), user training and go-live planning.

CONSULTANT will adopt following 3 step User Acceptance Testing (UAT) process:

1. Initiation - define approach and success, set a schedule, prepare users, coordinate logistics, and establish tracking method.

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2. Execution - start on same page, test all scenarios, report issues, collect feedback, track progress in real-time and bolster morale.

3. Closure – close out issues, get sign off, and more toward production.

UAT will include CITY staff, Steering Committee and members of the public.

Milestone and deliverables will include UAT signoffs, training materials and a go-live plan.

Task 2.4 Go-Live (Not Public)
CONSULTANT will complete production deployment and handover to CITY.

Milestones and deliverables will include full configured production instance and support will be initiated.

Task 2.5 Training
CONSULTANT will work closely with the CITY team to deliver knowledge of the solution’s functionality and the personalized configuration. CONSULTANT will provide a comprehensive training strategy that includes instructor-led training and knowledge transfer of the proposed solution. As part of the strategy, CONSULTANT will use a "Train the Trainer” approach for CITY staff. CITY will identify the individual(s) responsible for conducting training for CITY staff. CONSULTANT will provide the selected trainers with the appropriate materials and instruction.

Some of the key elements of training include but are not limited to: configure roles and permission in 3Di Engage, configure mobile application or portal UI assets, configure case management, configure reports and dashboards, configure notification engine, configure code and policy, and update and moderate knowledge base.

CONSULTANT will provide all suitable and adequate training to the CITY staff nominated to ensure smooth delivery and effective operation of the system after Go-Live. The following support documentation and support channel will be available to client at no additional cost:

Type Description
Quick Reference Guides A user manual and admin manual will be provided.

Online Support Using issue tracking tool
Help Desk Support Dedicated support phone number and Email User Group Community Resources Groupwise knowledge bases articles and FAQs Videos Instructional videos are part of FAQs
Custom User Guides/Manuals User manuals are branded and customized for the Client

Task 2.6 Public Launch
CONSULTANT and CITY will coordinate to release all software and professional services to the public for use.

Milestones and deliverables will include full configured production instance and support will commence
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TASK 3 – DAILY SOFTWARE MANAGEMENT/MAINTENANCE AND

PROFESSIONAL SERVICES

Task 3.1 Service Level Terms

The Services shall be available 99.9%, measured monthly, excluding scheduled maintenance. If CITY requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond CONSULTANT’s control will also be excluded from any such calculation. CITY's sole and exclusive remedy, and CONSULTANT's entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than one hour, CONSULTANT will credit CITY 5% of Service fees for each period of 60 or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day. Downtime shall begin to accrue as soon as CITY (with notice to CONSULTANT) recognizes that downtime is taking place, and continues until the availability of the Services is restored. In order to receive downtime credit, CITY must notify CONSULTANT in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit. Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in any one (1) calendar month in any event. CONSULTANT will only apply a credit to the month in which the incident occurred. CONSULTANT’s blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of CONSULTANT to provide adequate service levels under this Agreement.

Task 3.2 Maintenance, Operations and Support (MOS) Terms CONSULTANT will provide remote (via WebEx, email, and telephone as necessary) technical support for our services on a business day basis. Business day is defined as 8:00 AM through 5:00 PM Central Time zone, excluding federal holidays and weekends (“Support Hours”).

CONSULTANT will provide an online tool for issue management to support services covered in the scope for this agreement. Management and tracking of the issues will be done using this tool.

CITY will report the issue via email, telephone or by logging the issue in the issue managements system. If the issue is logged via email or telephone, the CONSULTANT shall enter the same into the issue management system.

All the stakeholders who have access to the issue management system will be able to get status of the issues anytime.

CONSULTANT will use commercially reasonable efforts to respond to all Helpdesk tickets within one (1) business day.

CONSULTANT provides two types of support services: Maintenance, Operations, and Support (MOS) and “Genie Hours”.

Maintenance, Operations, and Support (MOS) is defined as the following:

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CONSULTANT’s Maintenance, Operations & Support (MOS) Program is a comprehensive support program that gives CITYs maximum flexibility and highest level of support for applications developed by CONSULTANT.
• Maintenance
o System Software Updates, Bug Fixes, and Patches
o Coordinate Release Management and Version Control with the CITY o Routine system and application log maintenance to ensure system performance and problem resolution
• Operation
o Systems, application monitoring, and CITY notification of errors, downtime, security breach, or issues that affect the System
o System and application tuning for optimal performance o System Security Monitoring & Notification (Unauthorized use, intrusion or data compromise)
o System Recovery from errors and/or downtime
• Support
o Support Request Management
 Phone Support: M-F (Except Holidays) 0800-1700 hours Central Time zone
 Email Support: 24 hours
o Web/Mobile Accessible Service Ticket Status
o Monthly Status Report for Maintenance, Operations and Support o SLA Based

Severity Impact Examples Max Response
Time
1 – High Unable to perform
core functionality
in production
system and no
workarounds exist
System
unavailable; users
unable to login
4 business hours
2- Medium Unable to perform
core functionality
in production
system but
workarounds
available.

Intakes working
but integration
with the other
system down due
to network issues.
12 business hours

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3 - Low Unable to perform
non-essential
functionality in
production system;
maintenance tasks;
enhancement
requests
Typographical
errors, label
changes, Screen
Display issues, etc.
24 business hours

4 – Planned Modify and
existing feature or
add a new feature
Make Changes to
UI, Change
Configuration for
workflow, New
report
Depending on
scope of work.

With approval of
the customer.

“Genie Hours” Support is defined as the following:

• Flexible Support (Genie Hours) including:
o User Interface (UI) Changes
o Technical support
o Workflow Changes
o Systems integration
o Reports and Analytics support
o System configuration changes (e.g. role management, identity management) • Genie Hours Support is limited to 10 Genie hours/month. CITY desires additional 10 Genie hours for Year 1, total 20 hours. CITY will notify CONSULTANT about Year 2 additional 10 Genie hours prior to start of Year 2. Section 4 and Exhibit C are budgeting funds for Year 2 but CITY staff will authorize the expenditure, in writing, prior to start of Year 2.
• Genie hours may not be rolled over from month to month.

CONSULTANT will transfer funds to CITY on quarterly basis, and ensure the any payments collected by June 30 are transferred no later than July 30 of each year.

TASK 4: HELP DESK FOR END USERS

CONSULTANT will provide technical assistance to property owners/managers and tenants who utilize the software. Users can reach CONSULTANT through telephone, message chat, or email and seek assistance with tasks such as but not limited to property registration, handling petitions, and addressing payment-related inquiries. Users can access services Monday through Friday, 8:00 AM to 12:00 PM, Pacific Time zone. No services during national holidays.

CONSULTANT will work with CITY staff to develop customer solutions and providing insights through reporting and analytical tools. CONSULTANT will periodically report customer service usage to the CITY, including contact instance, type of issue resolved, and/or other relevant DocuSign Envelope ID: AFCDE7EF-D2A6-431C-8FCE-DA2F7FC22081 Item 8
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information related to quality assurance and customer satisfaction. CITY staff will be available to assist with any escalated customer service instances.

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EXHIBIT A-1

PROFESSIONAL SERVICES TASK ORDER

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

CONTRACT NO.

OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE)

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

2. CONSULTANT NAME:

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

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

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

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

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

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

APPROVED:

CITY OF PALO ALTO

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

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

APPROVED:

COMPANY NAME: ______________________

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

DocuSign Envelope ID: AFCDE7EF-D2A6-431C-8FCE-DA2F7FC22081 Item 8
Attachment A - 3Di Rental
Registry Program
Software and Professional
Services Contract,
C24187280

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EXHIBIT A-2
3Di, INC. SOFTWARE CAPABILITIES

CONSULTANT will provide SOFTWARE (“3Di Engage”) for Rental Registry Program to include the following key functions.

Configurable Platform
3Di Engage is a No Code platform with a very versatile Control Panel for Implementors. Using this control panel, implementors can

• Manage pages, application layout, forms, templated, Dashboard and Reports • Manage Cases & Workflows to implement end to end business process • Manage Users and Security
• Manage Code Book and Checklists for ordinance and code compliance • Manage simple and complex fees using Fee engine

Registration Management
One of the key elements of 3Di Engage is property inventory. CONSULTANT recommends initiating the registration process by searching the property first. Using the form builder above, a registration form with appropriate attributes and conditions can be built as per RRP business rules. The registration process will be mapped using the workflow.

Apart from APN, the registration application can be associated with a building, apartment and unit as needed. Upon completion of registration process, the registration record will be stored in the system and can be shared through email as well as a read only access to case and property details can be configured for other agencies as needed.

Case Management
CONSULTANT Case Management allows us to manage different case types from both agency and external user’s perspective. Case Providers are defined as per the units organized within the agency. Case categories can be used to group cases based on functional groups. Depending on the role, both internal and external users can take various actions on the case including editing the information. Various contacts associated with the case are attached under the contact tab and more can be added as needed. Correspondence for any case can be manual or automated based on the workflow action. Admin can configure what template needs to be sent out to whom for each action along with Push notifications if enabled.

Inventory Management
3Di Engage comes with a complete and accurate inventory of rental properties by projects, parcels, and units. It can be further expanded to include other asset types such as Buildings, Complexes, Apartments etc. These assets are linked with each other, and the hierarchy can be configured as per RRP’s need. Various attributes can be attached to each Asset depending on the asset type and business requirement. 3Di Engage can handle large datasets and is integrated with GIS based tools.

Access Management
DocuSign Envelope ID: AFCDE7EF-D2A6-431C-8FCE-DA2F7FC22081 Item 8
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3Di Engage is a fully role-based system. It supports access control starting from Page level to all the way to field level. At a broad level, user groups are categorized as External and Internal.

Admin user can configure Login, Registration & Password rules under Security settings as per NYS ITS Policy. And users will be asked to fill out a detailed profile based on the choice.

Internal Portal
3Di Engage comes with an actionable Dashboard for internal staff users. Cases are grouped based on Provider and Category and workflow engine routes them to appropriate work queues for users in respective groups. Each User gets to see all the cases in various states along with cases assigned to him/her specifically. A more configurable Tracker is also available which User can design as per their own preferences. Following is an alternate version. All the case tables have the capability to filter and sort data, export to Excel and column selection. The multi- faceted global search allows users to look for records across cases, contacts, properties & other assets, articles etc. simultaneously. 3Di Engage allows admin users to configure Rent Increase formulas based on input or computed fields. Overcharge Calculator can be built using similar tools once the detailed formula is available.

External Portal
3Di Engage has a universal Portal which has unified resources for various personas. Various types of external users can register to the portal. Upon login, based on their profile, they will be able to perform various actions and see relevant documents and invoices.

Correspondence Management
3Di Engage correspondence module keeps logs for all the correspondences through various channels. As needed, these logs are also associated with a person/contact, case, and property.

Apart from manual correspondence, as mentioned in Case Management, system notifications can be triggered on any workflow action as well. Admin users can define templates for such notifications for Email, SMS, Paper Mail and Push notifications. Content of such templates are configured using a wysiwyg editor. It can be a branded or unbranded template. For all outgoing notifications, 3Di Engage is using Amazon service. It can be configured to use a no-reply mailbox provided by the City. For SMS, the City can use any subscription service with API integration capabilities, and 3Di Engage will integrate with it to send out SMS.

Data Management
3Di Engage follows the principle of validating data at the onset as much as possible. Starting from Address, various fields available in the form builder can be validated by business rules as needed. All the tables and reports have the capability of exporting the data as excel. Apart from that, 3Di Engage provides APIs that can be used to share data with external systems as needed.

Interoperability
3Di Engage supports various interfaces for integration with external systems as depicted in the screen shot here. These integration datasets can be used for both internal and external applications with appropriate access permissions. 3Di Engage uses Google and ESRI address validation services to get the most accurate address and avoids manual address entry. Same will be achieved using USPS address validation APIs. As depicted in Inventory Management, each property (building, parcel, etc.) can have multiple addresses associated with it.

Reporting & Analytics
DocuSign Envelope ID: AFCDE7EF-D2A6-431C-8FCE-DA2F7FC22081 Item 8
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3Di Engage reporting and analytics module offers powerful and extensive reporting, analytics, and dashboard capabilities, including: unlimited fixed reports, ad hoc report generation tools, dashboards, role based reports, ad hoc report generation and personalized dashboards, share dashboards as pdf and .xlsx, export reports and dashboards, reports and dashboards on internal data tables, reports and dashboards on external data sources (third party systems), ability to connect to external reporting systems through APIs, batch ETL and Map based reports (Google and ESRI). The application includes adhoc Report Generation Tool. It supports Attributes, Dependent Attributes, Date Ranges, Column Filters. Also allows the queries to be saved for future use. All these reports can also be exported to Excel/CSV. Apart from the tabular reports described above, 3Di Engage has also has visual dashboards that allow users to view the information through various charts, widgets, and maps. Users can configure such dashboards as per their preferences.

Onsite Inspection
3Di Engage empowers inspectors to manage everything from the field with a robust mobile app that works even in times of poor or no data connectivity. This app works both on iPhone and iPad. This app gives inspectors the power to do anything they need from wherever they are. With CONSULTANT’s mobile inspection app, they can provide courtesy notifications, manage scheduling, initiate workflows, access the code book, take signature in the field, issue notice in the field, manage property hierarchy, and look up information for any contact, property, or case

DocuSign Envelope ID: AFCDE7EF-D2A6-431C-8FCE-DA2F7FC22081 Item 8
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Registry Program
Software and Professional
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EXHIBIT A-3

CITY SOFTWARE EXPECTATIONS

1) General Description
a) The CITY requires effective software system solutions to implement the Rental Registry Program (RRP).
b) Software services must have an easy to use, strong customer service orientation and interface.
c) Aside from data annually imported from objective and regularly updated sources, such as County parcel data, landlords and staff would be the primary source of data input, each with independent, unique, and secure login information to complete rental unit registration.
d) The software systems should provide security features to ensure the safety and privacy of information provided to the RRP.
e) Provider must offer software systems ongoing training and support to City staff and members of the public using the software.
f) Where applicable, the proposed software services shall be of an expandable, modular design to readily incorporate additional enhancements, functionality, and information collection in the future.
g) The software should be developed, tested, and maintained using a high-quality software development methodology for long-term reliability and technical efficiency. h) The firm or firms will need to provide regular maintenance, including troubleshooting and updates of systems.
i) The firm or firms will also need to provide regular quality a ssurance and quality control services.
j) The design should minimize the time that the software might be offline or unavailable for use.
k) The City should have complete access and ownership of all data collected within the software system solutions.
l) To the extent possible, the software system solutions should integrate with the CITY’s existing software systems.

2) Functional Capabilities – The software system solutions would include the general system capabilities that meet the CITY’s goals and objectives for the RRP initial rollout and launch.

a) General System Capabilities – Ideally, the proposed software would include the following capabilities:
i) Compatible with all browsers, including but not limited to, Internet Explorer, Firefox, Google Chrome and Safari. If relevant, please provide detailed information on the environments of the host server and the licensing model; ii) RRP access from a variety of devices, including desktop and mobile devices; iii) Remote access for users, such as staff that use VPN to access City software and servers;
iv) 24/7, year-round landlord, public, and CITY staff access; DocuSign Envelope ID: AFCDE7EF-D2A6-431C-8FCE-DA2F7FC22081 Item 8
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v) Best practices for user logins and user authentication vi) Support Palo Alto branding;
vii) Responsive design user interface;
viii)Document repository with sufficient document storage, ability to upload and manage documents, accept document versioning, and override archived documents; ix) Backend capabilities to manipulate reports, override automated systems, and delete entries and notes;
x) Security settings limiting delete rights, access rights and viewing rights; xi) Search feature on data fields;
xii) Tickler reminder feature for administrators for time sensitive issues, such as a reminder for rental unit registration submissions so that they can be reviewed and status changed to approved as soon as possible;
xiii)Role-based access to application features;
xiv) Manage user preferences for access, frequently used reports; xv) Customizable data entry screens to support additional functionality, such as detailed unit information and possible exemption status;
xvi) Easy workflow for data input for initial property and rental unit registration, annual affidavits, and qualifying event -based reporting in a manner that assists with information quality assurance and quality control;
xvii) The ability to make future modifications to the system will be essential to respond to program and/or legislative changes (e.g., creating new fields to enter data, support future forms of rental unit registrations);
xviii) Additional system security and privacy features; xix) Listing of any licensing requirements and fees;
xx) City staff shall have full access to view, edits, and update RRP online systems and related database;
xxi) RRP software shall be accessible to City staff to generate queries and reports; and xxii)Provider will establish staff accessible reports/queries with the RRP data as needed by the
City; reports shall be formatted to be printed legibly and in an easy-to-follow layouts.

b) Residential Rental Registry Program Administration Portal and Database Capabilities – The Residential Rental Registry Program administrators would have the ability to manage all aspects of the Residential Rental Registry Program software, including collecting information, updating information, performing quality control, collecting registration fees, creating community notices, conducting data analysis, and generating reports. The user interface should incorporate:

i) Property Inventory Management Capabilities
(1) Upload Property Inventory from CITY’s Geographic Information Systems (GIS) sources and County Assessor. The software should use the City’s official GIS address /unit databases as a starting point for the property and rental unit address-based records. The software should have the opportunity to enter properties and rental units not yet in the official CITY GIS address database but would need to be 'flagged' for further staff research/processing.

DocuSign Envelope ID: AFCDE7EF-D2A6-431C-8FCE-DA2F7FC22081 Item 8
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Registry Program
Software and Professional
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(2) Manage Property Owner data
(3) Support Property Assessor Parcel Number (APN) splits and mergers (4) Support Multiple Addresses/Multiple Buildings for parcels (5) Maintain property ownership history
(6) Support integration with City GIS system (ESRI)
(7) Support integration with the City application and permit tracking system (Accela)
(8) RRP fee payment status of each property and rental unit

ii) Property and Rental Unit Registration Capabilities
(1) Add/Register property and rental units on behalf of owner (2) Manage Property Owner Information
(3) Manage Property Management/Agent Contact Information (4) Manage Property and Rental Unit Characteristics Information (5) Manage Rent Information
(6) Manage Tenancy Information
(7) Manage Tenant Information (keep this information easily removable from reports and from Public Records Act requests)
(8) Registration Affidavit
(9) Upload Documents
(10) Generate Copy of Registration Completion
(11) Bulk upload of data (from common separated value (CSV) file) (12) Tag properties for hold, exception, etc.

iii) Event-Based Reporting Capabilities
(1) Rent increases
(2) New tenancy
(3) New vacancy or eviction
(4) Offer of a one-year lease at renewal
(5) Other events
(6) Annual Affidavit

iv) RRP Fee and Penalty Fee Payment Capabilities
(1) Secure Payment of RRP Fees/Penalties/Charges
(2) Issue client notifications via email
(3) Issue electronic receipts via email
(4) Confirm payment of rental unit registration fee to database

v) Customer Relationship Management (CRM) Capabilities - The RRP database shall have functionality to produce community notices reflecting all stages of RRP implementation, including notification that rental unit registration due notices, RRP fee notices, RRP community announcements.
(1) Manage Contacts (Create, Modify, Delete, Group, Search) (2) Notification—email, short message service (SMS), account (3) Campaign Management—email, account (Marketing, Outreach) (4) Support integration with third-party bulk mail system vi) Reporting and Analytics Capabilities- The RRP database should have functionality DocuSign Envelope ID: AFCDE7EF-D2A6-431C-8FCE-DA2F7FC22081 Item 8
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to produce reports to assist with daily quality control efforts and reports that produce data visualization/infographics and other information relevant to policymaking. (1) Role-Based Dashboards
(2) Fixed and user-generated reports, easy to use ad hoc reports (3) Ability to export reports to PDF and Excel
(4) Application Programming Interface (API) for integration with BI application, such as Microsoft BI

c) Owner/Property Manager/Agent Portal and Database Capabilities - The property owners, landlords, property managers, and agent portal would have access to their properties and rental units to register them and report events. The user interface should incorporate:

i) Americans with Disabilities (ADA) compliance
ii) Multilingual
iii) Help buttons to clarify requested data input items to help with quality control

iv) Property and Rental Unit Registration Capabilities
(1) Add/Register property and rental units (Multiple properties and rental units allowed)
(2) Manage Property Owner Information
(3) Manage Property Management/Agent Contact Information (4) Manage Property and Rental Unit Characteristics Information (5) Manage Rent Information
(6) Manage Tenancy Information
(7) Manage Tenant Information (keep this information easily removable from reports and from Public Records Act requests)
(8) Registration Affidavit
(9) Upload Documents
(10) Generate Copy of Registration Completion
(11) Bulk upload of data (from CSV file)

v) Event-Based Reporting Capabilities
(1) Rent increases
(2) New tenancy
(3) New vacancy or eviction
(4) Offer of a one-year lease at renewal
(5) Other events
(6) Annual Affidavit

vi) RRP Fee and Penalty Fee Payment Capabilities
(1) Payment of RRP Fees/Penalties/Charges
(2) Issue client notifications via email
(3) Issue electronic receipts via email
(4) Confirm payment of rental unit registration fee

d) Public Portal Capabilities - The public portal would have the ability to if a rental unit DocuSign Envelope ID: AFCDE7EF-D2A6-431C-8FCE-DA2F7FC22081 Item 8
Attachment A - 3Di Rental
Registry Program
Software and Professional
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C24187280

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Palo Alto City CouncilMay 13, 2024

Palo Alto City Council
May 13, 2024