Agenda packet — Palo Alto City Council, June 3, 2024 (part 1 of 6)

CITY COUNCIL
Special Meeting
Monday, June 03, 2024
Council Chambers & Hybrid
4:00 PM
Amended Agenda
Amended agenda items appear below in RED (Time Estimates Updated)
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
General Public Comment for items not on the agenda will be accepted in person for up to three minutes or an amount of time determined by the Chair. General public comment will be heard for 30 minutes. Additional public comments, if any, will be heard at the end of the agenda. Public comments for agendized items will be accepted both in person and via Zoom for up to three minutes or an amount of time determined by the Chair. Requests to speak will be taken until 5 minutes after the staff’s presentation or as determined by the Chair. 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 (4:00 ‐ 4:15 PM)

1. Proclamation Recognizing C‐SPAN StudentCam 2024 Palo Alto Winners CLOSED SESSION (4:15 ‐ 5:15 PM)
AA1. CONFERENCE WITH REAL PROPERTY NEGOTIATORS Authority: Government Code Section 54956.8 Property: 4000 Middlefield Road, Palo Alto (Informally known as the Cubberley Site) Negotiating Party: Palo Alto Unified School District City Negotiators:
(Ed Shikada, Chantal Cotton Gaines, Kristen O'Kane, Sunny Tong) Subject of Negotiations: Purchase, Exchange, and/or Lease Price and Terms of Payment New Item added
AGENDA CHANGES, ADDITIONS AND DELETIONS
PUBLIC COMMENT (5:15 ‐ 5:45 PM)
Members of the public may speak inperson ONLY to any item NOT on the agenda. 13 minutes depending on # of speakers. Public Comment is limited to 30 minutes. Additional public comments, if any, will be heard at the end of the agenda.

COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (5:45 ‐ 5:50 PM) Members of the public may not speak to the item(s).

CONSENT CALENDAR (5:50 ‐ 5:55 PM)
Items will be voted in one motion unless removed from the calendar by three Council Members.

2. Approval of Minutes from May 13, 2024 Meeting

3. QUASI‐JUDICIAL. 810 Los Trancos Road [23PLN‐00147]: Request for Site and Design Review to allow removal of an existing pool and construction of a new lap pool, removal of three (3) and planting of ten (10) new 24‐inch box trees, and associated site improvements. Environmental Assessment: Exempt from the provisions of CEQA per Section 15303.

4. Approval of Contract Amendment No. 4 to Contract No. C15159248 with Geodesy in the Amount of $495,000 (for a new not‐to‐exceed of $2,425,00) and Extend the Term for Three Years for Encompass GIS Software Maintenance and Support. CEQA status ‐ not a project.

5. Approval of Contract Amendment No. 3 to Contract No. C15152204A with Questica to Increase Compensation by $168,635 (for a new not‐to‐exceed of $1,227,659) and Extend the Term for Two years for a total term of 12 years for the Budget Software System, Support and Maintenance. CEQA status – not a project.

6. Approval of Cost‐Sharing Agreement with Santa Clara Valley Water District for Guiding Principle 5 Program funding for Future Projects at the Palo Alto Regional Water Quality Control Plant; CEQA Status – Not a project

7. Approval of General Services Contract No. C24190163 with Musson Theatrical in a Total Not‐to Exceed Amount for $101,927 for the Refurbishing of the Stage Rigging System at Lucie Stern Community Theatre; CEQA status – categorically exempt (Regulation 15301).

8. Recommendation to Adopt a Resolution Authorizing the City Manager or Their Designee to Execute the Transmission Owner Rate Case Program Agreement With Northern California Power Agency; CEQA Status: Not a Project Under CEQA Guidelines Section 15378(a)

9. Approval of Construction Contract Number C24189247 with Bear Electrical Solutions, Inc. in the amount Not to Exceed $600,000 to provide On‐Call Services for Traffic Signal and Electrical Services; CEQA status – categorically exempt (CEQA Guidelines Section 15301).

10. Approval of Professional Services Contract Number C24188409 with ACME Technologies in the Total Amount Not‐to Exceed $838,623 for a New Software Ticketing System for the Palo Alto Junior Museum & Zoo for a Term of Five Years; CEQA Status – Not a Project

11. Approve New Pre‐Approved Parklet Designs; Approve Amendments to the Ongoing Parklet Regulations; and Adopt an Ordinance and Resolution Extending the Interim Parklet Program to the Car‐Free Portion of Ramona Avenue through March 2025; CEQA Status – Categorically Exempt.

12. CONSENT: Adoption of an Ordinance extending the Term of Ordinance No. 5517 by an Additional 12 Months from June 16, 2024 to June 30, 2025. Ordinance 5517 Amends Title 18 (Zoning) of the Palo Alto Municipal Code to Update Definitions, Broaden Permitted Uses and Provide Limits on Certain Uses through Updates to the Conditional Use Permit Thresholds. Environmental Review: CEQA Exemption 15061(b)(3)

13. SECOND READING: PUBLIC HEARING / QUASI‐JUDICIAL. 800 San Antonio Road [23PLN‐ 00010]: Recommendation on Applicant’s Request for a Rezone from Service Commercial to Planned Community/Planned Home Zoning (PC/PHZ). The Project Includes Construction of 75 Residential Condominium Ownership Units Including 15 Below‐ Market Rate Units (20% of the Units) in a Five Story Building with Two Levels of Subterranean Parking. A Subdivision Map will be Required. An Addendum to the Previously Certified Environmental Impact Report for the Housing Incentive Program Expansion and 788 San Antonio Mixed Use Project (SCH # 2019090070) was Prepared.

Zoning District: CS (Commercial Service). (FIRST READING: May 6, 2024 PASSED 6‐1, Kou no)

14. SECOND READING: Adoption of an Ordinance Updating Chapter 18.15 (Density Bonus) of Title 18 (Zoning) to Reflect Recent Changes in State Density Bonus Law and Revising Regulations for Provision of On‐Site Affordable Rental Units Under the City’s Inclusionary Housing Ordinance; Recommended by the Planning and Transportation Commission March 13, 2024. CEQA Status: Exempt under CEQA Guidelines Section 15061(b)(3). (FIRST READING: May 6, 2024 PASSED 7‐0)

15. SECOND READING: 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 (FIRST READING: May 13, 2024 PASSED 6‐1, Kou no)
CITY MANAGER COMMENTS (5:55 ‐ 6:10 PM)
BREAK (5‐10 MINUTES)
ACTION ITEMS (Item 16: 6:20 ‐ 7:50 PM, Item 17: 7:50 ‐ 9:20 PM, Item 18: 9:20 ‐ 10:50 PM) Include: Report of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Report of Officials, Unfinished Business and Council Matters.

16. Receive an Update and Provide Direction on University Avenue Streetscape Improvements Project Vision, Design, and Stakeholder Engagement Strategy Agenda Title Updated, Supplemental Report added

17. PUBLIC HEARING: FIRST READING: Ordinance Amending Chapter 16.14 (California Green Building Standards, California Code of Regulations, Title 24, Part 11) of the Palo Alto Municipal Code to Adopt the 2022 Green Building Standards Code, Along With Local Modifications Related to Electrical Vehicle Charging Infrastructure Requirements and Building Electrification Requirements and an Ordinance Amending Chapter 16.17 (California Energy Code, California Code of Regulations, Title 24, Part 6) of the Palo Alto Municipal Code to Adopt the 2022 California Energy Code, Along with Local Modifications to Increase Energy Efficiency Standards for Buildings, Mandate Electric‐ Ready Requirements and Incentivize All‐Electric New Construction. CEQA Status:

Exempt under CEQA Guidelines Sections 15308 and 15061(b)(3)

ADJOURNMENT
INFORMATION REPORTS
Information reports are provided for informational purposes only to the Council and the public but are not listed for action during this meeting’s agenda.

19. Informational Report on the City of Palo Alto Utilities 2024 Water Gas and Wastewater Utility Standards
OTHER INFORMATION
Standing Committee Meetings this week
Finance Committee June 4, 2024
Public Comment Letters
Schedule of Meetings
AMENDED AGENDA ITEMS
AA1. CONFERENCE WITH REAL PROPERTY NEGOTIATORS Authority: Government Code Section 54956.8 Property: 4000 Middlefield Road, Palo Alto (Informally known as the Cubberley Site) Negotiating Party: Palo Alto Unified School District City Negotiators: (Ed Shikada, Chantal Cotton Gaines, Kristen O'Kane, Sunny Tong) Subject of Negotiations: Purchase, Exchange, and/or Lease Price and Terms of Payment
New Item added

16. Receive an Update and Provide Direction on University Avenue Streetscape Improvements Project Vision, Design, and Stakeholder Engagement Strategy Agenda Title Updated, Supplemental Report added

18. Approval to Operate the City‐owned Building at 445 Bryant Street as a Community Center with Part‐Time Use by La Comida de California for a Senior Nutrition Program; CEQA Status – Not a Project Late Packet Report added
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 for agendized items 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 for agendized items 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 June 03, 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 (4:00 ‐ 4:15 PM)

COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (5:45 ‐ 5:50 PM) Members of the public may not speak to the item(s).

CONSENT CALENDAR (5:50 ‐ 5:55 PM)
Items will be voted in one motion unless removed from the calendar by three Council Members.

2. Approval of Minutes from May 13, 2024 Meeting

Zoning District: CS (Commercial Service). (FIRST READING: May 6, 2024 PASSED 6‐1, Kou no)

16. Receive an Update and Provide Direction on University Avenue Streetscape Improvements Project Vision, Design, and Stakeholder Engagement Strategy Agenda Title Updated, Supplemental Report added

Exempt under CEQA Guidelines Sections 15308 and 15061(b)(3)

ADJOURNMENT
INFORMATION REPORTS
Information reports are provided for informational purposes only to the Council and the public but are not listed for action during this meeting’s agenda.

16. Receive an Update and Provide Direction on University Avenue Streetscape Improvements Project Vision, Design, and Stakeholder Engagement Strategy Agenda Title Updated, Supplemental Report added

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 June 03, 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 (4:00 ‐ 4:15 PM)

COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (5:45 ‐ 5:50 PM) Members of the public may not speak to the item(s).

CONSENT CALENDAR (5:50 ‐ 5:55 PM)
Items will be voted in one motion unless removed from the calendar by three Council Members.

2. Approval of Minutes from May 13, 2024 Meeting

Zoning District: CS (Commercial Service). (FIRST READING: May 6, 2024 PASSED 6‐1, Kou no)

16. Receive an Update and Provide Direction on University Avenue Streetscape Improvements Project Vision, Design, and Stakeholder Engagement Strategy Agenda Title Updated, Supplemental Report added

Exempt under CEQA Guidelines Sections 15308 and 15061(b)(3)

ADJOURNMENT
INFORMATION REPORTS
Information reports are provided for informational purposes only to the Council and the public but are not listed for action during this meeting’s agenda.

16. Receive an Update and Provide Direction on University Avenue Streetscape Improvements Project Vision, Design, and Stakeholder Engagement Strategy Agenda Title Updated, Supplemental Report added

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 June 03, 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 (4:00 ‐ 4:15 PM)

COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (5:45 ‐ 5:50 PM) Members of the public may not speak to the item(s).

CONSENT CALENDAR (5:50 ‐ 5:55 PM)
Items will be voted in one motion unless removed from the calendar by three Council Members.

2. Approval of Minutes from May 13, 2024 Meeting

Zoning District: CS (Commercial Service). (FIRST READING: May 6, 2024 PASSED 6‐1, Kou no)

16. Receive an Update and Provide Direction on University Avenue Streetscape Improvements Project Vision, Design, and Stakeholder Engagement Strategy Agenda Title Updated, Supplemental Report added

Exempt under CEQA Guidelines Sections 15308 and 15061(b)(3)

ADJOURNMENT
INFORMATION REPORTS
Information reports are provided for informational purposes only to the Council and the public but are not listed for action during this meeting’s agenda.

16. Receive an Update and Provide Direction on University Avenue Streetscape Improvements Project Vision, Design, and Stakeholder Engagement Strategy Agenda Title Updated, Supplemental Report added

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 June 03, 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 (4:00 ‐ 4:15 PM)

COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (5:45 ‐ 5:50 PM) Members of the public may not speak to the item(s).

CONSENT CALENDAR (5:50 ‐ 5:55 PM)
Items will be voted in one motion unless removed from the calendar by three Council Members.

2. Approval of Minutes from May 13, 2024 Meeting

Zoning District: CS (Commercial Service). (FIRST READING: May 6, 2024 PASSED 6‐1, Kou no)

16. Receive an Update and Provide Direction on University Avenue Streetscape Improvements Project Vision, Design, and Stakeholder Engagement Strategy Agenda Title Updated, Supplemental Report added

Exempt under CEQA Guidelines Sections 15308 and 15061(b)(3)

ADJOURNMENT
INFORMATION REPORTS
Information reports are provided for informational purposes only to the Council and the public but are not listed for action during this meeting’s agenda.

16. Receive an Update and Provide Direction on University Avenue Streetscape Improvements Project Vision, Design, and Stakeholder Engagement Strategy Agenda Title Updated, Supplemental Report added

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 June 03, 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 (4:00 ‐ 4:15 PM)

COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (5:45 ‐ 5:50 PM) Members of the public may not speak to the item(s).

CONSENT CALENDAR (5:50 ‐ 5:55 PM)
Items will be voted in one motion unless removed from the calendar by three Council Members.

2. Approval of Minutes from May 13, 2024 Meeting

Zoning District: CS (Commercial Service). (FIRST READING: May 6, 2024 PASSED 6‐1, Kou no)

16. Receive an Update and Provide Direction on University Avenue Streetscape Improvements Project Vision, Design, and Stakeholder Engagement Strategy Agenda Title Updated, Supplemental Report added

Exempt under CEQA Guidelines Sections 15308 and 15061(b)(3)

ADJOURNMENT
INFORMATION REPORTS
Information reports are provided for informational purposes only to the Council and the public but are not listed for action during this meeting’s agenda.

16. Receive an Update and Provide Direction on University Avenue Streetscape Improvements Project Vision, Design, and Stakeholder Engagement Strategy Agenda Title Updated, Supplemental Report added

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.

6 June 03, 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: City Clerk
Meeting Date: June 3, 2024
Report #:2405-3064
TITLE
Proclamation Recognizing C-SPAN StudentCam 2024 Palo Alto Winners

ATTACHMENTS
Attachment A: Ethan Lee C-SPAN Proclamation
Attachment B: An Nguyen, Liam Johnson, Annelise Sailer C-SPAN Proclamation Attachment C: Brendan Giang, Emily Tang, Max Reiter C-SPAN Proclamation APPROVED BY:

Mahealani Ah Yun
Item 1
Item 1 Staff Report

Item 1: Staff Report
Pg.
1 Packet Pg. 7 of 1352

Honoring Ethan Lee

WHEREAS, Ethan Lee, a Crystal Springs Uplands High School student and esteemed Palo Alto Resident, not only participated in the prestigious C -SPAN StudentCam 2024 competition but also secured a remarkable third place with his thought-provoking documentary, Threads of Change.

WHEREAS, this documentary, a testament to Ethan's dedication and talent, delves into the perils of fast fashion and textile waste, shedding light on its detrimental effects on our environment and society through the ever-changing trends in consumer spending.

WHEREAS, C-SPAN, now in its 20th year, this project-based learning experience allows students to explore multiple perspectives on topics that are important to them. Over 3,200 students participated in response, and C-SPAN received over 1,600 entries from 42 states and Washington, D.C. In cooperation with its Bay Area cable television partner, Comcast, middle and high school students were asked to address the theme, “Looking Forward while Considering the Past,” through one of the following prompts: In the next 20 years, what is the most critical change that you would like to see in America? -OR- Over the past 20 years, what has been the most important change in America?
WHEREAS, Ethan addressed the competition prompt remarkably, providing many great examples throughout the documentary. This left viewers to self-reflect on how their personal use of fast fashion has impacted the environment and society. The documentary also highlighted the effect changes in fashion waste over the past 20 years and in the future will have on the environment, leaving a lifetime of impact in its wake.

NOW, THEREFORE, I, Greer Stone, Mayor of the City of Palo Alto, on behalf of the City Council, do hereby recognize Ethan Lee for his exemplary contributions to raising awareness among his peers and community of the dangers and effects of fast fashion while promoting fundamental views of sustainability.

Presented: June 3rd, 2024

______________________________
Greer Stone
Mayor

Proclamation
Item 1
Attachment A - Ethan Lee
C-SPAN Proclamation

Item 1: Staff Report
Pg.
2 Packet Pg. 8 of 1352

Honoring An Nguyen, Liam Johnson, and Annelise Sailer

WHEREAS, An Nguyen, Liam Johnson, and Annelise Sailer , Palo Alo Hi gh School students, not only participated in the prestigious C-SPAN StudentCam 2024 competition but also secured a remarkable Honorable Mention with their thought-provoking documentary, The Future of AI in Education.

WHEREAS, this documentary, a testament to the trio's dedication and talent, delves into the complexities of AI and the potential impacts its use can have if implemented in Education. It also highlights the lack of equitable access to AI software by low-income individuals and how that can further divide and hurt students.

WHEREAS, C-SPAN, now in its 20th year, with this project-based learning experience, allows students to explore multiple perspectives on topics that are important to them. Over 3,200 students participated in response, and C-SPAN received over 1,600 entries from 42 states and Washington, D.C. In cooperation with its Bay Area cable television partner, Comcast, middle and high school students were asked to address the theme, “Looking Forward while Considering the Past,” through one of the following prompts: In the next 20 years, what is the most critical change that you would like to see in America? -OR- Over the past 20 years, what has been the most important change in America?
WHEREAS, An, Liam, and Annalise remarkably addressed the competition prompts with many great examples throughout the documentary, leaving viewers to further analyze their own views and perhaps implicit bias concerning the application of AI in Education as research shows no correlation to increased cheating with AI use. While also touching on the past 20 years of evolution to the AI expansion and the ever-evolving abilities of AI to adapt for future use in education.

NOW, THEREFORE, I, Greer Stone, Mayor of the City of Palo Alto, on behalf of the City Council, do hereby recognize all three students for their exemplary contributions to raising awareness among their peers and community of the potential and complex application of AI in the future of Education.

Presented: June 3rd, 2024

______________________________
Greer Stone
Mayor

Proclamation
Item 1
Attachment B - An
Nguyen, Liam Johnson,
Annelise Sailer C-SPAN
Proclamation

Item 1: Staff Report
Pg.
3 Packet Pg. 9 of 1352

Honoring Brendan Giang, Emily Tang, and Max Reiter,

WHEREAS, Brendan Giang, Emily Tang, and Max Reiter , esteemed Palo Alto High School students, not only participated in the prestigious C -SPAN StudentCam 2024 competition but also secured a remarkable first - place win with their thought-provoking documentary, Threads of Change.

WHEREAS, this documentary, a testament to the trio's dedication and tal ent, delves into the perils of fast fashion and textile waste, shedding light on its detrimental effects on our environment and society through the ever-changing trends in consumer spending.

WHEREAS, C-SPAN, now in its 20th year, with this project-based learning experience, allows students to explore multiple perspectives on topics that are important to them. Over 3,200 students participated in response, and C-SPAN received over 1,600 entries from 42 states and Washington, D.C. In cooperation with its Bay Area cable television partner, Comcast, middle and high school students were asked to address the theme, “Looking Forward while Considering the Past,” through one of the following prompts: In the next 20 years, what is the most critical change that you would like to see in America? -OR- Over the past 20 years, what has been the most important change in America?
WHEREAS, Brendan, Emily, and Max addressed the competition prompt remarkably, providing many great examples throughout the documentary. This left viewers to self-reflect on how their personal use of fast fashion has impacted the environment and society. The documentary also highlighted the effect changes in fashion waste over the past 20 years and in the future will have on the environment, leaving a lifetime of impact in its wake.

NOW, THEREFORE, I, Greer Stone, Mayor of the City of Palo Alto, on behalf of the City Council, do hereby recognize all three students for their exemplary contributions to raising awareness among their peers and community of the dangers and effects of fast fashion while promoting fundamental views of sustainability.

Presented: June 3rd, 2024

______________________________
Greer Stone
Mayor

Proclamation
Item 1
Attachment C - Brendan
Giang, Emily Tang, Max
Reiter C-SPAN
Proclamation

Item 1: Staff Report
Pg.
4 Packet Pg. 10 of 1352

City Council
Staff Report
Report Type: CONSENT CALENDAR
Lead Department: City Clerk
Meeting Date: June 3, 2024
Report #:2405-3065
TITLE
Approval of Minutes from May 13, 2024 Meeting

RECOMMENDATION
That the minutes be reviewed and approved.

ATTACHMENTS
Attachment A: May 13, 2024 Draft Action Minutes
APPROVED BY:

Mahealani Ah Yun
Item 2
Item 2 Staff Report

Item 2: Staff Report
Pg.
1 Packet Pg. 11 of 1352

CITY COUNCIL

DRAFT ACTION MINUTES

Page 1 of 6 ends

Regular Meeting
May 13, 2024
The City Council of the City of Palo Alto met on this date in the Council Chambers and by virtual teleconference at 5:30 P.M.

Present In Person: Burt, Kou, Lauing, Lythcott-Haims, Stone, Tanaka, Veenker Present Remotely:

Absent:

Special Orders of the Day

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

NO ACTION

2. Proclamation Recognizing National Police Week - May 12-18, 2024 and National Peace Officers' Memorial Day May 15, 2024

NO ACTION

Study Session

3. FY 2025 Proposed Operating and Capital Budget - Finance Committee Update and Council Budget Discussion

NO ACTION

Consent Calendar
Council Member Kou requested to Pull Agenda Item Number 9.

Council Member Kou registered a no vote on Agenda Item Number 9.

Council Member Tanaka registered a no vote on Agenda Item Number 7-8.

Item 2
Attachment A - May 13,
2024 Draft Action
Minutes

Item 2: Staff Report
Pg.
2 Packet Pg. 12 of 1352

DRAFT ACTION MINUTES

Page 2 of 6 ends

City Council Meeting
Draft Action Minutes: 05/13/2024
MOTION: Vice Mayor Lauing moved, seconded by Council Member Lythcott -Haims to approve Agenda Item Numbers 4-10.

MOTION PASSED ITEMS 4-6, 10: 7-0
MOTION PASSED ITEMS 7-8: 6-1, Tanaka no
MOTION PASSED ITEM 9: 6-1, Kou no

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

Action Items

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).

Item 2
Attachment A - May 13,
2024 Draft Action
Minutes

Item 2: Staff Report
Pg.
3 Packet Pg. 13 of 1352

DRAFT ACTION MINUTES

Page 3 of 6 ends

City Council Meeting
Draft Action Minutes: 05/13/2024
MOTION: Council Member Veenker moved, seconded by Vice Mayor Lauing to:

1. Consider the previously adopted addendum to the City of Palo Alto Recycled Water Project EIR, provided in Attachment H; and,

2. Approve the draft Record of Land Use Action (RLUA) approving the request for Site and Design Review as well as the requested Design Enhancement Exception based on findings and subject to conditions of approval.

MOTION PASSED: 7-0

12. Discussion and Direction Regarding the City Council Procedures and Protocols Handbook - Annual Discussion as Recommended by the Policy & Services Committee MOTION: Vice Mayor Lauing moved, seconded by Council Member Lythcott-Haims to direct staff to shift Boards and Commissions recruitment process to twice a year at a time to be worked out by the City Clerk and evaluate Boards and Commissions Workplans schedule and present back to the City Council on Consent.

MOTION PASSED: 7-0

MOTION SPLIT FOR THE PURPOSE OF VOTING
MOTION: Vice Mayor Lauing moved, seconded by Mayor Stone to amend the City Council Procedures and Protocols Handbook, effective immediately and to be implemented at the next meeting:

1. Remote participation is not offered during General Public Comment (on items not on the agenda) during City Council meetings.

MOTION PASSED: 5-2, Kou, Tanaka no
MOTION: Vice Mayor Lauing moved, seconded by Mayor Stone to amend the City Council Procedures and Protocols Handbook , effective immediately and to be implemented at the next meeting:

1. General Public Comment (on items not on the agenda) is h eard for 30-minutes and to move additional public comments to the end of the agenda.

MOTION PASSED: 7-0

Item 2
Attachment A - May 13,
2024 Draft Action
Minutes

Item 2: Staff Report
Pg.
4 Packet Pg. 14 of 1352

DRAFT ACTION MINUTES

Page 4 of 6 ends

City Council Meeting
Draft Action Minutes: 05/13/2024
MOTION: Council Member Burt moved, seconded by Council Member Lythcott-Haims to update the City Council Procedures & Protocols Handbook to:

1. When Council Members vote no on Consent Calendar Items, they have up to 3 -minutes to speak on any and all of their no votes; and,

2. Requests from members of the public speak to C onsent Calendar Items have up to the Mayors allotted time, 3-minutes or less, to speak to any and all C onsent Calendar Items during the allotted time.

MOTION PASSED: 6-1, Tanaka no

MOTION: Council Member Burt moved, seconded by Council Member Lythcott-Haims to update language to clarify section 1.4b1 to reflect that the formal title addressing colleagues is applicable for Council Meetings and not Committee Meetings and that C ommittee Meetings may be conducted less formal.

MOTION PASSED: 7-0

Special Orders of the Day

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

Utilities Advisory Commission
First Round of Voting for Two (2) vacancies on the Utilities Advisory Commission with terms ending March 31, 2027
Abraham Bagherjeiran: Tanaka
Ambika Pajjuri: Veenker
Chris Tucher: Lauing, Stone, Veenker
Richard Craig: Kou, Lythcott-Haims
Sean Holman: Burt, Lythcott-Haims, Tanaka
Utsav Gupta: Burt, Kou, Lauing, Stone
Candidate Utsav Gupta receiving 4 votes is appointed to a full-term expiring March 31, 2027.

No other Candidate received four votes required to be appointed to the full -term expiring March 31, 2027. A second round of voting is required.

Item 2
Attachment A - May 13,
2024 Draft Action
Minutes

Item 2: Staff Report
Pg.
5 Packet Pg. 15 of 1352

DRAFT ACTION MINUTES

Page 5 of 6 ends

City Council Meeting
Draft Action Minutes: 05/13/2024
Second Round of Voting for One (1) vacancy on the Utilities Advisory Commission with the term ending March 31, 2027
Abraham Bagherjeiran: Kou, Tanaka
Ambika Pajjuri:

Chris Tucher: Burt, Lauing, Lythcott-Haims, Stone, Veenker Richard Craig:

Candidate Chris Tucher receiving 5 votes is appointed to a full-term expiring March 31, 2027.

Stormwater Management Oversight Committee
First Round of Voting for Three (3) vacancies on the Stormwater Management Oversight Committee with terms ending March 31, 2028
Ambika Pajjuri: Burt, Kou, Lauing, Lythcott-Haims, Stone, Tanaka, Veenker Gregory Bennett: Burt, Tanaka
Kevin Mayer: Kou, Lauing, Lythcott-Haims, Stone, Tanaka, Veenker Ronald Owes: Burt, Kou, Lauing, Lythcott-Haims, Stone, Veenker Candidate Ambika Pajjuri receiving 7 votes is appointed to a full-term expiring March 31, 2028.

Candidate Kevin Mayer receiving 6 votes is appointed to a full-term expiring March 31, 2028.

Candidate Ronald Owes receiving 6 votes is appointed to a full-term expiring March 31, 2028.

First Round of Voting for one (1) vacancy on the Stormwater Management Oversight Committee partial term ending March 31, 2026
Ambika Pajjuri:

Gregory Bennett: Kou, Lauing, Stone, Veenker
Kevin Mayer: Burt
Ronald Owes: Lythcott-Haims
Candidate Gregory Bennett receiving 4 votes is appointed to a partial term expiring March 31, 2026.

Closed Session

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)
Lythcott-Haims recused herself from the Closed Session discussion.

Item 2
Attachment A - May 13,
2024 Draft Action
Minutes

Item 2: Staff Report
Pg.
6 Packet Pg. 16 of 1352

DRAFT ACTION MINUTES

Page 6 of 6 ends

City Council Meeting
Draft Action Minutes: 05/13/2024
MOTION: Council Member Kou moved, seconded by Council Member Veenker to go into Closed Session.

MOTION PASSED: 7-0
Council went into Closed Session at 10:10 P.M.

Council returned from Closed Session at 10:22 P.M.

Mayor Stone announced no reportable action.

Adjournment: The meeting was adjourned at 10:26 P.M.

ATTEST: APPROVED:
____________________ ____________________
City Clerk Mayor NOTE: Action minutes are prepared in accordance with Palo Alto Municipal Code (PAMC)

2.04.160(a) and (b). Summary min utes (sense) are prepared in accordance with PAMC Section

2.04.160(c). Beginning in January 2018, in accordance with Ordinance No. 5423, the City Council found action minutes and the video/audio recordings of Council proceedings to be the official records of both Council and committee proceedings. These recordings are available on the City’s website.

Item 2
Attachment A - May 13,
2024 Draft Action
Minutes

Item 2: Staff Report
Pg.
7 Packet Pg. 17 of 1352

City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Planning and Development Services
Meeting Date: June 3, 2024
Report #:2403-2811
TITLE
QUASI-JUDICIAL. 810 Los Trancos Road [23PLN-00147]: Request for Site and Design Review to allow removal of an existing pool and construction of a new lap pool, removal of three (3) and planting of ten (10) new 24-inch box trees, and associated site improvements. Environmental Assessment: Exempt from the provisions of CEQA per Section 15303.

RECOMMENDATION
Staff recommends City Council approve the subject Site and Design Review application.

BACKGROUND
The project site, located in the Open Space (OS) district at 810 Los Trancos Road (Attachment A), is 9.49 acres and is developed with a single-family home, garage, and an accessory dwelling unit.

This project requires Site and Design review, however the municipal code provides for a streamlined process with City Council consent calendar review when the following criteria are met:1
a) The project would comprise less than 1,000 square feet of floor area, less than 1,000 square feet of impervious cover, and less than 100 cubic yards of excavation and/or grading; and
b) The proposed floor area or impervious cover would not exceed 50% of the allowable for the site; and
c) The project and any prior projects within the prior five years would not cumulatively exceed these thresholds.

The subject project complies with these criteria.

Project Description
The project proposes to remove the existing pool and add a new lap pool. Three (3) existing trees will be removed and ten (10) new 24-inch box screening trees will be planted. New retaining walls, steps, firepit, hardscaping, and lighting will also be installed. Proposed landscaping and hardscape improvements will occur on the upper portion of the site, which has a natural slope 1 Palo Alto Municipal Code Section 18.28.070 (b)(2).

Item 3
Item 3 Staff Report

Item 3: Staff Report
Pg.
1 Packet Pg. 18 of 1352

down and away from the existing single-family home. A location map is provided in Attachment A and the Project Plans are included in Attachment C.

The site has dense landscaping and there will be no visibility to the new pool and associated landscaping and hardscaping features from off-site (see Figure 1).

Figure 1: View towards the location of proposed site improvements adjacent to the neighbor at 854 Los Trancos Road (Source: Google Maps image on the left; applicant’s photograph on the right)

DISCUSSION
Staff has reviewed the project for compliance with the Zoning Code and recommends project approval with conditions (Attachment B). The proposed new lap pool, landscaping, and impervious cover improvements will require minimal new grading with some of the cut soil being used to infill the existing smaller pool. The proposed new impervious area of 283 sf will bring the total impervious area of the site to 14,432 sf (3.49 %), which is below the maximum amount allowable for the lot (3.55 % or 14,668 sf).

Trees
Three (3) existing California bay laurel trees will be removed ranging from 9.7 to 11.5 inches in diameter, which are located within the location of the proposed pool but also would serve to reduce fire risk and may reduce transmission of sudden oak death as bay trees are a primary vector for the disease. In accordance with the City’s Tree Ordinance, the required tree replacement ratio is ten (10) new replacement trees. Proposed new trees, which have been reviewed by the City’s urban forester, are all native to California and include three (3) cercis canadensis, three (3) cercis occidentalis, two (2) quercus agrifolia, and two (2) aesculus californica trees.

Water Quality and Wildlife Protection
The project is not located within the vicinity of any waterbodies or waterways. The nearest waterway is Los Trancos Creek, which is located on the opposite side of Los Trancos Road and more than 0.2 miles (over 1,100 feet) from the proposed work. The project will be required to follow the City standard requirements for grading and stormwater protection in accordance with public works requirements. A condition of approval has been added to provide a pool cover to protect the wildlife from entering the pool.

Item 3
Item 3 Staff Report

Item 3: Staff Report
Pg.
2 Packet Pg. 19 of 1352

Lighting
Proposed new wall, step/uplight, and path lighting will match the existing lighting on site and will be minimized at nighttime to only allow minimal lighting for using the stairs. It is not anticipated that the lighting will interfere with wildlife movement through the landscape. All new outdoor lighting will be limited to Correlated Color Temperature of 2700 Kelvin or less, and will be extinguished at 11:00 PM (set to a timer).

Other standard and project-specific conditions that minimize the impact of construction are included in the record of land use action.

ENVIRONMENTAL REVIEW
In conformance with the California Environmental Quality Act (CEQA), Staff determined the proposed new lap pool and associated site improvements are covered under the statutory exemption, Section 15303 (New construction of small structures, including pools). No further CEQA evaluation is necessary for the request.

FISCAL/RESOURCE IMPACT
This action has no fiscal impact.

PUBLIC NOTIFICATION, OUTREACH & COMMENTS
The Palo Alto Municipal Code requires notice of this public hearing to be published in a local paper and mailed to owners and occupants of property within 600 feet of the subject property at least ten days in advance. Notice of a public hearing for this project was published in the Daily Post on May 24, 2024, which is 10 days in advance of the meeting. Postcard mailing occurred on May 21, 2024, which is 13 in advance of the meeting.

As of the writing of this report, no project-related, public comments were received.

ATTACHMENTS
Attachment A: Location Map
Attachment B: Draft Record of Land Use Action
Attachment C: Project Plans
APPROVED BY:

Jonathan Lait, Planning and Development Services Director Item 3
Item 3 Staff Report

Item 3: Staff Report
Pg.
3 Packet Pg. 20 of 1352

L
O
S
T
R
A
N
C
O
S

R
O
A
D
610
620
630
850
610
620
630
850
This map is a product of the
City of Palo Alto GIS
This document is a graphic representation only of best available sources.

Legend
Assessment Parcel Palo Alto
Assessment Parcel Palo Alto
Assessment Parcel Outside Palo Alto
abc Road Centerline Small Text (TC)
Curb Face (RF)
Pavement Edge (RF)
Address Label Points (AP)
Current Features
Zone Districts
abc Zone District Labels
Watersheds
Address Label Points (AP)
abc Building Roof Outline (BL)
Assessment Parcel Boundary Line (CG)
Fire (PL)
abc Zone District Labels
0' 119'

ATTACHMENT A
Location Map
810 Los Trancos Rd
23PLN-00147
CITY

OF PALO ALTO
I
N
C

O R P O R A T
E
D

CAL I FORNIA
P a l o A l t o
T h e C i t y o f
A
P
R
I L
1 6 1
8 9
4 The City of Palo Alto assumes no responsibility for any errors. ©1989 to 2016 City of Palo Alto kpaulau, 2024-03-25 16:33:44
(\\cc-maps\Encompass\Admin\Meta\View.mdb)
OS (Open Space)
885544
810
820
Item 3
Attachment A - Location
Map

Item 3: Staff Report
Pg.
4 Packet Pg. 21 of 1352

Page 1 ends

4 1
3 6
APPROVAL NO. 2024-______

RECORD OF THE COUNCIL OF THE CITY OF PALO ALTO LAND USE ACTION FOR 810 LOS TRANCOS ROAD: SITE & DESIGN
[FILE NO. 23PLN-00147]
On June 3, 2024, the Council held a duly noticed public hearing and, after considering all of the evidence presented, approved the Site and Design application to allow the removal of an existing pool and construction of a new lap pool, removal of three (3) existing trees and planting of ten (10) new 24” box trees, and proposed site improvements such as new retaining walls, steps, firepit, hardscaping, and lighting. In approving the application, the Council make the following findings, determinations, and declarations:

SECTION 1. BACKGROUND. The City Council of the City of Palo Alto (“City Council”) finds, determines, and declares as follows:

A. On June 14, 2023, Wenpei Wang on behalf of Shades of Green Landscape Architecture, applied for a Site and Design application to allow the removal of an existing pool and construction of a new lap pool, removal of three (3) existing trees and planting of ten (10) new 24-inch box trees, and proposed site improvements such as new retaining walls, steps, firepit, hardscaping, and lighting. (“The Project”).

B. The Project was determined by Staff to meet the criteria, as stated in PAMC

18.28.070 (b)(2), to be placed directly on the Council Consent Calendar.

C. On June 3, 2024, the City Council held a duly noticed public meeting, at which all persons were afforded an opportunity to be heard in accordance with the Palo Alto Municipal Code and the Council’s Policies and Procedures.

SECTION 2. ENVIRONMENTAL REVIEW. In conformance with the California Environmental Quality Act (CEQA) Class 3, pools are accessory (appurtenant) structures that have been determined to be Categorically Exempt per Section 15303 (New construction of small structures, including pools).

SECTION 3. SITE AND DESIGN OBJECTIVES. The design and architecture of the proposed improvements, as conditioned, complies with the Site and Design Objectives as required in Chapter

18.30.060(G) of the PAMC.

A. To ensure construction and operation of the use in a manner that will be orderly, harmonious, and compatible with existing or potential uses of adjoining or nearby sites.

The proposed construction is minor, and limited to a new lap pool, retaining walls, steps, firepit, hardscaping, and installation of ten (10) new 24-inch box trees. The proposed lap pool will replace an existing pool and provide additional screening landscaping which is in conformance with the existing residential use on the site and adjoining nearby sites.

B. To ensure the desirability of investment, or the conduct of business, research, or Item 3
Attachment B - Draft
Record of Land Use
Action

Item 3: Staff Report
Pg.
5 Packet Pg. 22 of 1352

Page 2 ends

4 1
3 6
educational activities, or other authorized occupations, in the same or adjacent areas.

The proposed lap pool and associated landscaping and hardscaping improvements are permitted accessory uses in the Open Space (OS) zoning district and will replace and improve an already existing pool and hardscaping without expanding paved areas or affecting the desirability of adjacent areas.

C. To ensure that sound principles of environmental design and ecological balance shall be observed.

The OS zoning district includes regulations to ensure that sound principles of environmental design and ecological balance shall be observed. As conditioned, the proposed design will need meet these regulations including:
•Landscaping. Maintaining existing vegetation and land formations as indicated on the Project plans. Three (3) existing trees will be removed and replaced with ten (10) new 24-inch box trees.

All the existing trees in the project vicinity will have tree protection fencing installed during construction.
•Building location. The project takes advantage of an existing terraced and improved area of the site and of the natural contours of the site and landscaping. The proposed new pool is located within a flat, densely landscaped area that effectively blocks most of the proposed pool, retaining walls, and a fireplace from the direct line of sight. The new lap pool will not be visible from public roadways since the location is shielded by many mature trees. •Privacy. The proposed pool, landscaping, and hardscaping improvements will not provide views to other residences which would create a privacy impact. •Architectural materials. Proposed natural stone materials will match the type and color of the existing site materials and fit in the natural landscape, through earth-toned colors. •Wildlife protection measures. The new pool will be located in almost the same area as the old pool, close to the existing primary home, with no further encroachment into the landscape areas. Existing perimeter fencing surrounding the property as well as the new pool cover will provide a barrier to protect wildlife from entering the pool area.

D. To ensure that the use will be in accord with the Palo Alto Comprehensive Plan.

This property is located within the Open Space district. The intention of this designation in this location is to protect, preserve, and permit the reasonable use of open space land. The new lap pool will replace an already existing pool on a relatively flat and already hardscaped portion of the site. No additional open space land is required to accommodate proposed landscaping and hardscaping improvements. The project proposes no changes in use that would affect its conformance with the Comprehensive Plan.

SECTION 4. OPEN SPACE REVIEW CRITERIA.

The following criteria shall be considered in the Site and Design review of all development of land in the OS district, as outlined in the Conservation Element of the Comprehensive Plan:

1. The development should not be visually intrusive from public roadways and public parklands. As much as possible, development should be sited so it is hidden from view.

Item 3
Attachment B - Draft
Record of Land Use
Action

Item 3: Staff Report
Pg.
6 Packet Pg. 23 of 1352

Page 3 ends

4 1
3 6
The proposed improvements are located at the grade level in a naturally low, flat portion of the property. The development will be hidden from the view of the street by the existing mature landscaping.

2. Development should be located away from hilltops and designed to not extend above the nearest ridgeline.

The new lap pool and associated landscaping and hardscaping improvements are located next to the existing single-family home on a flatter portion of the site and will not extend above the nearest ridgeline.

3. Site and structure design should take into consideration impacts on privacy and views of neighboring properties.

The proposed pool will not impact privacy, as it is located at the grade level within an already established lower area of the site. Any potential views are shielded by the existing trees, and the large distances customary to the Open Space district.

4. Development should be clustered, or closely grouped, in relation to the area surrounding it to make it less conspicuous, minimize access roads, and reduce fragmentation of natural habitats.

The proposed lap pool and associated improvements are proposed within a small already developed hard-surfaced area of the overall 9.49 acres (413,195 sq. ft.) site.

5. Built forms and landscape forms should mimic the natural topography. Building lines should follow the lines of the terrain, and trees and bushes should appear natural from a distance.

The new pool, hardscaping, and landscaping improvements are isolated to the flatter portion of the site. The project proposes to remove three (3) existing trees and plant at least ten (10) new 24” box low water, California native trees to preserve and maintain the natural appearance of the site.

6. Existing trees with a circumference of 37.5 inches, measured 4.5 feet above the ground level, should be preserved and integrated into the site design. Existing vegetation should be retained as much as possible.

Three (3) existing California Bay Laurel trees #21, 22, and 23 (11.5, 9.7, and 10.5 inches in diameter) are in a poor/fair condition and are proposed to be removed to reduce the canopy touching situation, reduce fire risk, and reduce the risk of sudden oak death transmission. Ten (10) new 24” box low water trees will be planted to accommodate for the no net loss of canopy per the Tree Technical Manual.

7. Cut is encouraged when it is necessary for geotechnical stability and to enable the development to blend into the natural topography. Fill is generally discouraged and should never be distributed within the driplines of existing trees. Locate development to minimize the need for grading.

This project has minimized grading (less than 100 cubic yards). The existing pool will be filled with soil cut for the new pool. The remainder of the cut soil will be evenly distributed on a flat, low portion of the site behind the trench (1,234 sf area less than 2 feet in height) within no driplines of existing trees.

8. To reduce the need for cut and fill and to reduce potential runoff, large, flat expanses of impervious Item 3
Attachment B - Draft
Record of Land Use
Action

Item 3: Staff Report
Pg.
7 Packet Pg. 24 of 1352

Page 4 ends

4 1
3 6
surfaces should be avoided.

The new pool and associated site improvements have been designed to minimize the need for cut and fill with impervious areas limited to already existing impervious/hard-surfaced areas for the site.

9. Buildings should use natural materials and earth tone or subdued colors.

The proposed materials include stone and gravel that will match the type and color of the existing site materials and fit in the natural landscape, through earth-toned colors.

10. Landscaping should be native species that require little or no irrigation. Immediately adjacent to structures, fire retardant plants should be used as a fire prevention technique.

Most of the on-site landscaping is existing. Additional new landscaping including ten (10) new trees will be selected for water conservation and low-maintenance characteristics and for fire- resistive properties where adjacent to the home.

11. Exterior lighting should be low-intensity and shielded from view so it is not directly visible from off- site.

Exterior lighting will be limited to path lights, step lights, and wall lights to match the existing low- intensity lights (Color Temperature of 2700 Kelvin or less), extinguished at 11:00 PM (set to a timer), and will be shielded from view as to not be directly visible from the street and surrounding properties.

12. Access roads should be of a rural rather than urban character. (Standard curb, gutter, and concrete sidewalk are usually inconsistent with the foothills environment).

Not applicable, the existing access road is to remain with no changes.

13. For development in unincorporated areas, ground coverage should be in general conformance with Palo Alto's Open Space District regulations.

Not applicable, the project is within Palo Alto City limits.

SECTION 5. CONDITIONS OF APPROVAL.

PLANNING DIVISION

1. CONFORMANCE WITH PLANS. Construction and development shall conform to the approved plans entitled, "Brady Residence, 810 Los Trancos Rd, Portola Valley, California, APN# 182-36- 029” stamped as received by the City on March 28, 2024, on file with the Planning Department, 250 Hamilton Avenue, Palo Alto, California except as modified by these conditions of approval.

2. BUILDING PERMIT. Apply for a building permit and meet any and all conditions of the Planning, Fire, Public Works, and Building Departments.

3. POOL COVER. Pool cover shall be installed to protect the wildlife from entering the pool.

4. PROJECT MODIFICATIONS. All modifications to the approved project shall be submitted for review and approval prior to construction. If during the Building Permit review and construction Item 3
Attachment B - Draft
Record of Land Use
Action

Item 3: Staff Report
Pg.
8 Packet Pg. 25 of 1352

Page 5 ends

4 1
3 6
phase, the project is modified by the applicant, it is the responsibility of the applicant to contact the Planning Division/project planner directly to obtain approval of the project modification. It is the applicant’s responsibility to highlight any proposed changes to the project and to bring them to the project planner’s attention.

5. SOILS PROTECTION. Excavated soils shall not be relocated to portions of the parcel that are not part of the immediate construction area for any reason.

6. NOISE PRODUCING EQUIPMENT. All noise producing equipment shall be located in accordance with Section 9.10.030. No person shall produce, suffer or allow to be produced by any machine, animal or device, or any combination of same, on residential property, a noise level more than six dB above the local ambient at any point outside of the property plane.

7. LIGHT AND GLARE. Exterior lighting shall be low-intensity and shielded from view so it is not directly visible from off-site.
a. To reduce interference with wildlife, outdoor lighting shall be limited to a Correlated Color Temperature of 2700 Kelvin or less.
b. No outdoor lighting shall be on after 11 pm and before sunrise, except to the minimum required for safety.

8. SUDDEN OAK DEATH PREVENTION. The project shall use best practices to prevent Sudden Oak Death. Tools shall be disinfected and equipment shall be cleaned prior to coming on site, and no materials shall be relocated to portions of the parcel that are not part of the construction area for any reason.

9. LANDSCAPE PLAN. Plantings shall be installed in accordance with the approved plan set and shall be permanently maintained and replaced as necessary.

10. ARBORIST FOLLOW UP. A follow-up arborist and/or landscape report shall be required five years after the final sign-off of the project completion. This report shall evaluate the health of existing trees and new landscape that were required for proposed tree removals. Replacement trees were designated as protected plantings on the approved plans for the project. Any subsequent owner(s) shall also be obligated to provide irrigation, protection and maintenance of all existing and proposed landscaping.

11. TREE PROTECTION FENCING. Tree protection fencing shall be required for all trees and shrubs proposed to be maintained as identified in the Arborist Report.

12. ESTIMATED IMPACT FEE. Given the new pool will replace the existing pool, no development impact fees are due.

13. PLANNING FINAL INSPECTION. A Planning Division Final inspection will be required to determine substantial compliance with the approved plans prior to the scheduling of a Building Division final.

Any revisions during the building process must be approved by Planning, including but not limited to; materials and hard surface locations. Contact your Project Planner, at (650) 496-6945 or [email protected] to schedule this inspection.

Item 3
Attachment B - Draft
Record of Land Use
Action

Item 3: Staff Report
Pg.
9 Packet Pg. 26 of 1352

Page 6 ends

4 1
3 6

14. PERMIT EXPIRATION. The project approval shall be valid for a period of two years from the original date of approval. Application for a one year extension of this entitlement may be made prior to expiration, by emailing the Project Planner at [email protected].

If a timely extension is not received, or the project has already received an extension and the applicant still wishes to pursue this project, they must first file for a new Planning application and pay the associated fees. This new application will be reviewed for conformance with the regulations in place at that time.

15. INDEMNITY. To the extent permitted by law, the Applicant shall indemnify and hold harmless the City, its City Council, its officers, employees and agents (the “indemnified parties”) from and against any claim, action, or proceeding brought by a third party against the indemnified parties and the applicant to attack, set aside or void, any permit or approval authorized hereby for the Project, including (without limitation) reimbursing the City for its actual attorneys’ fees and costs incurred in defense of the litigation. The City may, in its sole discretion, elect to defend any such action with attorneys of its own choice

URBAN FORESTRY

16. PLANTING PLAN. A planting plan must be submitted at the Building Permit phase which accounts for the number of required new tree replacements relative to the lost canopy of trees 21, 22, and 23. See link and page 44 of the tree technical manual for replacement ratios:
https://www.cityofpaloalto.org/files/assets/public/v/1/public-works/tree-section/ufmp/tree- technical-manual/cover-corecombined_cpa_ttm-2016-final-copy.pdf

PUBLIC WORKS ENGINEERING

17. STORM WATER POLLUTION PREVENTION SHEET. The City's full-sized "Pollution Prevention - It's Part of the Plan" sheet shall be included in the improvement plans. The sheet can be obtained from a staff member of Public Works Engineering Services or at the following link under “Public Works Plan Review Documents”:
https://www.cityofpaloalto.org/Departments/Public-Works/Engineering-Services/Forms-and- Permits

18. EXCAVATION & GRADING PERMIT. An Excavation and Grading Permit shall be obtained per PAMC Chapter 16.28 prior to building permit approval. The permit application and all required documents shall be submitted to Public Works Engineering. The application can be obtained from a member of Public Works Engineering Services or at the following link:
https://www.cityofpaloalto.org/Departments/Public-Works/Engineering-Services/Forms-and- Permits

19. WET SEASON WORK. Be advised that due to the extensive excavation and the hillside nature of this project, the project will be subject to PAMC 16.28.280 which requires approval from Public Works Engineering prior to commencing any land disturbing activities from October 1 to April 15.

Item 3
Attachment B - Draft
Record of Land Use
Action

Item 3: Staff Report
Pg.
10 Packet Pg. 27 of 1352

Page 7 ends

4 1
3 6

20. EROSION CONTROL PLAN. Be advised that due to the extensive excavation and the hillside nature of this project, the project shall provide a plan that addresses erosion and sedimentation control measures during construction.

BUILDING DEPARTMENT

21. BUILDING PERMIT. A Building Permit is required. At time of permit please submit the following:
a) The new outdoor equipment (i.e., pool equipment, fire pit) shall be all electric operated (no gas).
b) The building permit shall comply with the 2022 CBSC. c) Refer to the pool submittal for building permit complete documentation.

FIRE DEPARTMENT

22. HAZARDOUS FIRE AREA. This project is located in the Hazardous Fire Area. Landscape vegetation type and location need to be evaluated by an Arborist for compliance with CAL Fire's requirement.

SECTION 6. TERM OF APPROVAL.

Site and Design Approval. The project approval shall be valid for a period of two years from the original date of approval. In the event a building permit(s), if applicable, is not secured for the project within the time limit specified above, the approval shall expire and be of no further force or effect. Application for extension of this entitlement may be made prior to the one year expiration.

PASSED:

AYES:

NOES:

ABSENT:

ABSTENTIONS:

ATTEST:

City Clerk Mayor
APPROVED AS TO FORM: APPROVED:
__________________________ ____________________________ Senior Assistant City Attorney Director of Planning and Item 3
Attachment B - Draft
Record of Land Use
Action

Item 3: Staff Report
Pg.
11 Packet Pg. 28 of 1352

Page 8 ends

4 1
3 6
Development Services
Item 3
Attachment B - Draft
Record of Land Use
Action

Item 3: Staff Report
Pg.
12 Packet Pg. 29 of 1352

Attachment C
Direct Link to 810 Los Trancos Road Project Webpage:
https://www.cityofpaloalto.org/Departments/Planning-Development-Services/Current- Planning/Projects/810-Los-Trancos-Rd
Item 3
Attachment C - Project
Plans

Item 3: Staff Report
Pg.
13 Packet Pg. 30 of 1352

City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: IT Department
Meeting Date: June 3, 2024
Report #:2404-2870
TITLE
Approval of Contract Amendment No. 4 to Contract No. C15159248 with Geodesy in the Amount of $495,000 (for a new not-to-exceed of $2,425,00) and Extend the Term for Three Years for Encompass GIS Software Maintenance and Support. CEQA status - not a project.

RECOMMENDATION
Staff recommends that City Council approve and authorize the City Manager or their designee to execute Contract C15159248 Amendment No. 4 with Geodesy (Attachment A) for the provision of professional software development, data support, maintenance and support through June 30, 2029 in an amount not-to-exceed $495,000 for the Encompass GIS software. This amendment results in a revised total contract not-to-exceed amount of $2,425,000 for a total term of 12 years.

EXECUTIVE SUMMARY
The citywide Geographic Information System (GIS) solution consists of geographic information, software applications, an information network, and a management structure providing GIS information to all users. The GIS solution supports all departments and mission-critical departmental business processes, including Utilities, Police, Fire, and the Office of Emergency Services.

BACKGROUND
The City Council, on September 13, 2004, approved a contract with Geodesy, exempt from competitive solicitation requirements (CMR 409:04 1), acknowledging its sole-source nature and impracticality to seek alternatives. Subsequent agreements with Geodesy, approved on October 1 September 13, 2004 Report: https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes- reports/reports/city-manager-reports-cmrs/year-archive/2004/09-september/3703.pdf Item 4
Item 4 Staff Report

Item 4: Staff Report
Pg.
1 Packet Pg. 31 of 1352

15, 2007 (CMR: 378:072), February 13, 2012 (CMR 24633), and June 29, 2015 (CMR 57454), were also rendered as sole-source contracts, reflecting Geodesy's specialized understanding of the City's GIS system and its role in developing GIS applications. In response to a reassessment in FY 2017, aligning Geodesy's services with evolving GIS needs, a decision was made in FY 2018 to transition to Environmental Systems Research Institute, Inc. (ESRI) as the City’s new GIS platform.

The adoption of the ESRI GIS system provides the city with a comprehensive and industry-leading solution, addressing functional gaps present in the Geodesy system. Both systems will operate concurrently until ESRI fully replaces Geodesy, which is estimated to occur by Fiscal Year 2027.

Once ESRI is fully functional, the Geodesy platform will be retired, rendering the existing contract unnecessary.

Even though the Geodesy platform will be retired soon, Geodesy is providing valuable professional services in assisting with the City's transition to the ESRI ArcGIS platform. Their deep understanding of the City's GIS data and department-specific GIS data workflows is assisting in a successful transition to the new ArcGIS platform.

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

2.30.360(b)(2) due to the impracticality to solicit was approved by the City Manager.

ANALYSIS
The following tasks will be performed by Geodesy in support of the City’s GIS needs for fiscal years 2025 – 2027. This work plan will include but is not limited to the following tasks on an as- needed basis. A service request will be created to track the deliverables and cost.

1. Standard software maintenance and support: $15,000 per year

2. Software enhancement based on Projects approved by the GIS Program Manager:
$75,000 per year. This can include:
a. performing administration services such as managing user authorizations, maintaining services and scheduled tasks, and updating data definitions for the legacy Encompass GIS.
b. assisting staff in the use of the Encompass GIS for operational activities, Extract Transform and Load (ETL) processes, geocoding, and data imports and exports. c. supporting data quality processes.
d. keeping the ArcGIS and Encompass data in sync by managing the ETL process for the initial migration of Encompass-based PAGIS data to ArcGIS and then, once editing control is moved to ArcGIS, back to Encompass as the master data is edited.
2 October 15, 2007 Report: https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes- reports/reports/city-manager-reports-cmrs/year-archive/2007/cmr-378-07.pdf 3 February 13, 2012 Report: https://www.cityofpaloalto.org/files/assets/public/v/1/from-archive/agendas- minutes-reports/reports/city-manager-reports-cmrs/2012/geodesy-2463.pdf 4 June 29, 2015 Report: https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes- reports/reports/city-manager-reports-cmrs/year-archive/2015/cmr-5745.pdf Item 4
Item 4 Staff Report

Item 4: Staff Report
Pg.
2 Packet Pg. 32 of 1352

e. converting sketch files (unmanaged project data) for use in ArcGIS. f. assisting in map definition creation in ArcGIS.
g. coordinating with and supporting the city’s GIS data vendors such as Lynx, the city’s GIS data maintenance vendor and ARC, the city’s document scanning vendor.
h. managing GIS data housekeeping in coordination with the City’s other GIS and Computer Aided Dispatch (CAD) vendors.
i. providing light weight, task specific application development in the ArcGIS environment using ESRI APIs for web apps and desktop add-ins. j. attending GIS Modernization team meetings and responding to issues raised.

FISCAL/RESOURCE IMPACT
Funding for this contract amendment in FY 2025 is within the proposed budgeted levels to be adopted by the City Council on June 17, 2024, no additional funding is requested.

Funding for subsequent years of the contract will be subject to approval through the annual budget development process. The Information Technology Department is funded by an internal service fund. Approximately 44% of the department is General Fund funded with the remaining 56% funded by enterprise and special revenue funds.

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

ENVIRONMENTAL REVIEW
The approval of this contract is exempt from review under the California Environmental Quality Act (CEQA) under CEQA Guidelines section 15061(b)(3) because it can be seen that there is no possibility that the activity in question may have a significant effect on the environment.

ATTACHMENTS
Attachment A: Amendment No. 4 to Contract No. C15159248 Between the City of Palo Alto and Geodesy
APPROVED BY:

Darren Numoto, Chief Information Officer
Item 4
Item 4 Staff Report

Item 4: Staff Report
Pg.
3 Packet Pg. 33 of 1352

Vers.: Aug. 5, 2019

Page 1 of 8 ends

AMENDMENT NO. 4 TO CONTRACT NO. C15159248

BETWEEN THE CITY OF PALO ALTO AND

GEODESY

This Amendment No. 4 (this “Amendment”) to Contract No. C15159248 (the “Contract” as defined below) is entered into as of Ju ne 3, 2024, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and GEODESY, a Partnership, located at 315 Montgomery Street, 10 th Floor, San Francisco, CA 94104 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.

R E C I T A L S

A. T he Contract (as defined below) was entered into by and between the Parties hereto for the provision of professional software development, data support, maintenance, and support of the Encompass GIS software applications project, as detailed therein.

B. T he Parties now wish to amend the Contract in order to extend the term of the Contract by three years to June 30, 2027, and increase the not to exceed compensation by Four Hundred Ninety -Five Thousand ($495,000), from One Million Nine Hundred Thirty Thousand ($1,930,000) to Two Million Four Hundred and Twenty-Five Thousand Dollars ($2,425,000), as detailed herein.

NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree:

SECTION 1. Definitions. The following definitions shall apply to this Amendment:

a. Contract. The term “Contract” shall mean C ontract No. C15159248 between CONSULTANT and CITY, dated July 15, 2015, as amended by:

Amendment No.1, dated June 29, 2018
Amendment No.2, dated November 26, 2018
Amendment No.3, dated July 1, 2021

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

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

“The term of this Agreement consists of the following: the Original Term of this Agreement shall be from the date of its full execution through June 30, 2018; the Extension Term of this Agreement (Amendment No.1) shall be from July 1, 2018 through September 18, 2018; and the Renewal Term of this Agreement (Amendment No.2) shall be from September 19, 2018 through DocuSign Envelope ID: 722A4F81-F8A0-435D-B861-610651EB88D8 Item 4
Attachment A -
Amendment No. 4 to
Geodesy Contract No.

C15159248

Item 4: Staff Report
Pg.
4 Packet Pg. 34 of 1352

Vers.: Aug. 5, 2019

Page 2 of 8 ends

June 30, 2021;the Renewal Term of this Agreement (Amendment No.3) shall be from July 1, 2021 through June 30, 2024; the Renewal Term of this Agreement (Amendment No.4) shall be from July 1 , 2024 through June 30, 202 7; unless terminated earlier pursuant to Section 19 of this Agreement.”

SECTION 3. Section 4 “NOT TO EXCEED COMPENSATION ”, of the Contract is hereby amended to read as follows:

The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A”, Exhibit “A-1” and Exhibit “A-2”, including payment for professional services and any reimbursable expenses, shall not exceed Two Million Four Hundred and Twenty-Five Thousand Dollars ($2,425,000), as detailed in Exhibit “C”. The applicable hourly rates are set out at Exhibit “C-1”.

Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is 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” and/or Exhibit “A -1” and/or Exhibit “A-2”.”

SECTION 4. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/ are hereby incorporated in full into this Amendment and into the Contract by this reference:

a. Exhibit “A-2” entitled “SCOPE OF SERVICES, AMENDMENT NO. 4”, ADDED

b. Exhibit “ C” entitled “ COMPENSATION AMENDMENT NO.4 ”, AMENDED, REPLACES PREVIOUS.

c. Exhibit “C-1” entitled “HOURLY RATE OF SCHEDULE AMENDMENT NO.4”, AMENDED, REPLACES PREVIOUS.

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

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

(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)

DocuSign Envelope ID: 722A4F81-F8A0-435D-B861-610651EB88D8 Item 4
Attachment A -
Amendment No. 4 to
Geodesy Contract No.

C15159248

Item 4: Staff Report
Pg.
5 Packet Pg. 35 of 1352

Vers.: Aug. 5, 2019

Page 3 of 8 ends

SIGNATURES OF THE PARTIES

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

CITY OF PALO ALTO

City Manager

APPROVED AS TO FORM:

City Attorney or designee

GEODESY

Officer 1

By:

Name:

Title:

Attachments:

EXHIBIT A-2 entitled “SCOPE OF SERVICES, AMENDMENT NO. 4”, (ADDED) EXHIBIT C” entitled “COMPENSATION AMENDMENT NO. 4”, (AMENDED, REPLACES PREVIOUS) EXHIBIT C-1 entitled “HOURL RATE OF SCHEDULE AMENDMENT NO.4”, (AMENDED, REPLACES

PREVIOUS)

DocuSign Envelope ID: 722A4F81-F8A0-435D-B861-610651EB88D8 Chip Eitzel
Partner
Item 4
Attachment A -
Amendment No. 4 to
Geodesy Contract No.

C15159248

Item 4: Staff Report
Pg.
6 Packet Pg. 36 of 1352

Vers.: Aug. 5, 2019

Page 4 of 8 ends

EXHIBIT A-2
SCOPE OF SERVICES, AMENDMENT NO. 4
(ADDED)

Consultant will provide the following services detailed in this Exhibit “A-2” (“Scope of Services, Amendment No.4”), in addition to Task 1 and Task 2 detailed in Exhibit “A” (“Scope of Services”).

The Parties understand and agree that Tasks 1 and Task 2 of Exhibit “A” (“Scope of Services”) will be performed throughout the term of the Agreement, through June 30, 2027. Task 3 work, detailed below, shall be performed as assigned commencing with Contract Year 10, as detailed in Exhibit “C”.

Consultant shall perform GIS support work at the direction of the City’s Information Technology Department. As directed by the City’s GIS Program Manager, the Consultant will provide support, data, app development, and administrative GIS tasks. These tasks may include, but are not limited to:

• performing administration services such as managing user authorizations, maintaining services and scheduled tasks, and updating data definitions for the legacy Encompass GIS.
• assisting the Palo Alto staff in the use of the Encompass GIS for operational activities, ETL processes, geocoding, and data imports and exports. • supporting data quality processes.
• keeping the ArcGIS and Encompass data in sync by managing the ETL process for the initial migration of Encompass-based PAGIS data to ArcGIS and then, once editing control is moved to ArcGIS, back to Encompass as the master data is edited. • converting sketch files (unmanaged project data) for use in ArcGIS. • assisting in map definition creation in ArcGIS.
• coordinating with and supporting the city’s GIS data vendors such as Lynx, the city’s GIS data maintenance vendor and ARC, the city’s document scanning vendor. • managing GIS data housekeeping in coordination with the City’s other GIS and CAD vendors.
• providing light weight, task specific application development in the ArcGIS environment using Esri APIs for web apps and desktop add-ins. • attending GIS Modernization team meetings and responding to issues raised.

DocuSign Envelope ID: 722A4F81-F8A0-435D-B861-610651EB88D8 Item 4
Attachment A -
Amendment No. 4 to
Geodesy Contract No.

C15159248

Item 4: Staff Report
Pg.
7 Packet Pg. 37 of 1352

Vers.: Aug. 5, 2019

Page 5 of 8 ends

EXHIBIT C
COMPENSATION AMENDMENT NO. 4
(AMENDED, REPLACES PREVIOUS)

The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation for Task Item #1 shall be a lump sum payment per fiscal year, and compensation for work under Task Item #2 and Task Item #3, as assigned, shall be calculated based on the hourly rate schedule, attached as Exhibit C-1, up to the not to exceed budget amount for each task set forth below.

The compensation to be paid to CONSULTANT under this Agreement for all services described in Exhibit “A”, Exhibit “A-1”, and Exhibit “A-2”, including expenses, shall not exceed the amounts specified in this Exhibit “C”. CONSULTANT agrees to complete all services, including expenses, within the specified amounts. In the event CITY authorizes any Additional Services, the maximum compensation shall not exceed the amount specified herein. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to the CITY.

CONSULTANT shall perform the tasks and categories of work as outlined and budgeted below. The CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for all services, including reimbursable expenses, and the total compensation for any Additional Services, as applicable, do not exceed the amounts set forth in Section 4 of this Agreement.

REIMBURSABLE EXPENSES
The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses. CITY shall reimburse CONSULTANT for the following reimbursable expenses at cost. Expenses for which CONSULTANT shall be reimbursed are: None.

ADDITIONAL SERVICES
The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expense, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s project manager and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement.

Additional Services budgeted pursuant to this Agreement: None.

DocuSign Envelope ID: 722A4F81-F8A0-435D-B861-610651EB88D8 Item 4
Attachment A -
Amendment No. 4 to
Geodesy Contract No.

C15159248

Item 4: Staff Report
Pg.
8 Packet Pg. 38 of 1352

Vers.: Aug. 5, 2019

Page 6 of 8 ends

BUDGET SCHEDULE

DocuSign Envelope ID: 722A4F81-F8A0-435D-B861-610651EB88D8 Item 4
Attachment A -
Amendment No. 4 to
Geodesy Contract No.

C15159248

Item 4: Staff Report
Pg.
9 Packet Pg. 39 of 1352

Vers.: Aug. 5, 2019

Page 7 of 8 ends

Not-To-Exceed
Amount Per
Fiscal Year for
Task 1
(Exhibit “A-2”)
(Encompass
Maintenance
and Support)
Not-To-Exceed
Amount Per Fiscal
Year for Task 2
(Exhibit “A-2”)
(Consulting,
Software
Dev’t, Data Support,
Training, & Staff
Support Services)
Not-To-Exceed
Amount Per
Fiscal Year for
Task 3
(Exhibit “A-2”)
(Dept.-Specific
Data Support
Work)
Not-To-Exceed
Amount Per
Fiscal Year for
All Tasks (1-3)
(Exhibit “A-2”)
RENEWAL TERM (Amendment. No.4) July 1, 2024 – June 30, 2027 Contract Year 10
July 1, 2024 – June
30, 2025
$15,000 $75,000 $75,000 $165,000
Contract Year 11
July 1, 2025 – June
30, 2026
$15,000 $75,000 $75,000 $165,000
Contract Year 12
July 1, 2026 – June
30, 2027
$15,000 $75,000 $75,000 $165,000
Sub-total Renewal
Term (Amendment
No.3)
$45,000

$225,000

$495,000

TOTAL NOT-TO-EXCEED AMOUNT OF THE AGREEMENT ORIGINAL TERM, RENEWAL TERM (Amendment No.2), RENEWAL TERM (Amendment No.3), AND RENEWAL TERM (Amendment No.4)
$2,425,000

DocuSign Envelope ID: 722A4F81-F8A0-435D-B861-610651EB88D8 Item 4
Attachment A -
Amendment No. 4 to
Geodesy Contract No.

C15159248

Item 4: Staff Report
Pg.
10 Packet Pg. 40 of 1352

Vers.: Aug. 5, 2019

Page 8 of 8 ends

EXHIBIT C-1
HOURLY RATE OF SCHEDULE AMENDMENT NO.4
(AMENDED, REPLACES PREVIOUS)

Time will be billed on an hourly basis (and invoiced on a monthly basis) for Task Item #2 and Task Item #3, as detailed in Exhibit “A”, Exhibit “A-1”and Exhibit “A-2”, at the following rates, not to exceed the amounts provided for in Exhibit “C”:

Consultant Staff Rate

1. Chip Eitzel: $150/hour

2. Jean-Paul Lavoie: $150/hour

3. Dave Matson: $100/hour

4. Jon Solera: $150/hour

DocuSign Envelope ID: 722A4F81-F8A0-435D-B861-610651EB88D8 Item 4
Attachment A -
Amendment No. 4 to
Geodesy Contract No.

C15159248

Item 4: Staff Report
Pg.
11 Packet Pg. 41 of 1352

City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: IT Department
Meeting Date: June 3, 2024
Report #:2404-2875
TITLE
Approval of Contract Amendment No. 3 to Contract No. C15152204A with Questica to Increase Compensation by $168,635 (for a new not-to-exceed of $1,227,659) and Extend the Term for Two years for a total term of 12 years for the Budget Software System, Support and Maintenance.

CEQA status – not a project.

RECOMMENDATION
Staff recommends that City Council approve and authorize the City Manager or their designee to execute Amendment No. 3 Contract C15152204A with Questica (Attachment A) for the provision of a budget software system, support and maintenance through June 30, 2026 in an amount not- to-exceed $168,635. This amendment results in a revised total contract not-to-exceed amount of $1,227,659 for a total contract term of 12 years.

BACKGROUND
The City’s use of Questica started in 2014, when the system was selected through a rigorous RFP process. On June 23, 2014, the City Council approved the contract with Questica, establishing the enterprise budgeting system ( CMR 4516 1). Subsequently, on December 8, 2014, Council approved Amendment No. 1, increasing the total contract compensation to $659,448 for a five- year term (CMR 53502). Amendment No. 2, approved on September 23, 2019, extended the term by 5 years and increased total compensation to $1,059,024 over ten years ( CMR 10618 3). The current request seeks a two-year extension to ensure continued access to the budgeting system.

1 June 23, 2014 Report: https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes- reports/reports/city-manager-reports-cmrs/year-archive/2014/4516.pdf 2 December 8, 2014 Report: https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes- reports/reports/city-manager-reports-cmrs/year-archive/2014/5350.pdf 3 September 23, 2019 Report: https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes- reports/reports/city-manager-reports-cmrs/year-archive/2019/id-10618.pdf?t=59683.91 Item 5
Item 5 Staff Report

Item 5: Staff Report
Pg.
1 Packet Pg. 42 of 1352

ANALYSIS
Questica serves as the City's primary tool for developing both operating and capital budgets, as well as for the Long-Range Financial Forecast (LRFF), labor cost modeling, and financial reporting and monitoring. This solution is integrated with the City's existing Enterprise Resource Planning (ERP) system and other essential software tools, including the City’s budget publishing software for producing the City's annual Operating, Capital Improvement, and Municipal Fee Schedule Books, and our Open Data Platform for budget document publishing. The contract amendment adds $168,635, bringing the new not-to-exceed total to $1,227,659, and extends the term by two years to May 31, 2026. The extension is necessary to facilitate the evaluation of budgeting system products including transition time should a new budgeting system be recommended. Given the impracticality of soliciting a new system within the current contract timeframe, an exemption to competitive solicitation was issued and fully executed by the City Manager per PAMC

2.30.360(b)(2). Staff recommends approval of this amendment to ensure continuity of the City’s budgeting processes while beginning next steps such as requirements gathering, RFP issuance, vendor selection, and system implementation.

FISCAL/RESOURCE IMPACT
Funding for this contract amendment in FY 2025 is within the proposed budgeted levels to be adopted by the City Council on June 17, 2024. No additional funding is requested.

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

ENVIRONMENTAL REVIEW
Approval of the contract amendment is not a project under CEQA per CEQA Guidelines section 15061(b)(3).

ATTACHMENTS
Attachment A: Amendment No. 3 to Contract No. C15152204A between the City of Palo Alto and Questica
APPROVED BY:

Darren Numoto, Chief Information Officer
Item 5
Item 5 Staff Report

Item 5: Staff Report
Pg.
2 Packet Pg. 43 of 1352

Vers.: Aug. 5, 2019

Page 1 of 5 ends

AMENDMENT NO. 3 TO CONTRACT NO. C15152204

BETWEEN THE CITY OF PALO ALTO AND
QUESTICA INC.

This Amendment No. 3 (this “Amendment”) to Contract No. C15152204 (the “Contract” as defined below) is entered into as of June 3, 2024, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and QUESTICA INC., an Ontario Corporation, located at 980 Fraser Drive, Suite 105, Burlington, Ontario, Canada (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.

R E C I T A L S

A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of a budget software system, support, and maintenance, as detailed therein.

B. The Parties now wish to amend the Contract in order to (1) extend the term of the Contract by an additional two years, through June 30, 2026, (2) increase the not to exceed total by an additional One Hundred Sixty-Eight Thousand Six Hundred Thirty-Four Dollars and Ninety Cents ($168,634.90) to a new not to exceed amount of One Million Two Hundred Twenty -Seven Thousand Six Hundred Fifty-Eight Dollars and Three Cents ($1,227,658.03) , as detailed herein.

NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree:

SECTION 1. Definitions. The following definitions shall apply to this Amendment:

a. Contract. The term “Contract” shall mean C ontract No. C15152204 between CONSULTANT and CITY, dated July 1, 2014, as amended by:

Amendment No.1, dated December 8, 2014
Amendment No.2, dated September 16, 2019

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

SECTION 2. Section 2 entitled “TERM” of the Contract is hereb y amended to read as follows:

“The term of this Agreement shall be from the date of its full execution through June 30, 2026, unless terminated earlier pursuant to Section 19 of this Agreement.” DocuSign Envelope ID: D9C19E34-479E-4AE7-9444-F8D33221402E Item 5
Attachment A -
Amendment No. 3 to
Questica Contract No.

C15152204A

Item 5: Staff Report
Pg.
3 Packet Pg. 44 of 1352

Vers.: Aug. 5, 2019

Page 2 of 5 ends

SECTION 3. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference:

a. Exhibit “C” entitled “COMPENSATION”, AMENDED, REPLACES PREVIOUS.

SECTION 4. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect.

SECTION 5. Incorporation of Recitals . The recitals set forth above are terms o f this Amendment and are fully incorporated herein by this reference.

(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)

DocuSign Envelope ID: D9C19E34-479E-4AE7-9444-F8D33221402E Item 5
Attachment A -
Amendment No. 3 to
Questica Contract No.

C15152204A

Item 5: Staff Report
Pg.
4 Packet Pg. 45 of 1352

Vers.: Aug. 5, 2019

Page 3 of 5 ends

SIGNATURES OF THE PARTIES

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

CITY OF PALO ALTO

City Manager

APPROVED AS TO FORM:

City Attorney or designee

QUESTICA INC.

Officer 1

By:

Name:

Title:

Officer 2

By:

Name:

Title:

Attachments:

Exhibit “C” entitled “COMPENSATION”, AMENDED, REPLACES PREVIOUS.

DocuSign Envelope ID: D9C19E34-479E-4AE7-9444-F8D33221402E SVP Sales
Jas Saraw
Nick Thermenos
CRO
Item 5
Attachment A -
Amendment No. 3 to
Questica Contract No.

C15152204A

Item 5: Staff Report
Pg.
5 Packet Pg. 46 of 1352

Vers.: Aug. 5, 2019

Page 4 of 5 ends

EXHIBIT C
COMPENSATION, AMENDMENT NO. 3
(AMENDED, REPLACES PREVIOUS)

Scope Description of Services Cost (NTE) Payment Schedule Implementation (cost of
all professional services
required for installation,
implementation, data
conversion, application
development, training,
and the first year’s
warranty, maintenance,
and support as well as
any applicable license
costs.)

Licenses:

Site License (ALL YEARS)
$160,000.00 $43,000 at Contract Signing
$43,000 at start of training
$15,000 execution of 1st contract amdt
$59,000 System Go-Live of Budget
Sys.

Implementation Services:
planning & analysis,
installation, data load &
verify, accounting integration,
training, project management
per Exhibit A.
$129,600.00 $25,920 each (x 5) as outlined
below**
Maintenance* and Hosting
(Year 1) $10,080.00 Contract Signing (July 1, 2014)
SUBTOTAL $299,680.00 --
Annual maintenance*
(Year 2)
Annual Maintenance
($57,500) and Hosting
($10,080)
$67,580.00 One year after contract signing
Annual maintenance*
(Year 3)

Annual Maintenance
($57,500) and Hosting
($10,080)
$67,580.00 Two years after contract signing
Annual maintenance*
(Year 4)

Annual Maintenance
($57,500) and Hosting
($10,080)
$67,580.00 Three years after contract signing
Annual maintenance*
(Year 5)

Annual Maintenance
($57,500) and Hosting
($10,080)
$67,580.00 Four years after contract signing
Custom Report
Development 250 hours at $170 per hour $42,500.00 Upon acceptance of the report Performance
Management Module
Implementation and
Training
100 hours at $170 per hour $17,000.00 As training is delivered SUBTOTAL - LICENSES (ALL YEARS) & SERVICES (YEARS 1 -
5) $629,500.00 --
10% Contingency (“Additional Services” per Agrt § 4) $29,968.00 30 days after an approved invoice

SUBTOTAL NOT-TO-EXCEED COMPENSATION FOR
LICENSES (ALL YEARS) & SERVICES (YEARS 1 -5) $659,468.00 -- Annual maintenance*
(Year 6)

Annual Maintenance &
Hosting (Year 5 amount x

1.03)
$69,607.40 Five years after contract signing
DocuSign Envelope ID: D9C19E34-479E-4AE7-9444-F8D33221402E Item 5
Attachment A -
Amendment No. 3 to
Questica Contract No.

C15152204A

Item 5: Staff Report
Pg.
6 Packet Pg. 47 of 1352

Vers.: Aug. 5, 2019

Page 5 of 5 ends

Annual maintenance*
(Year 7)
Annual Maintenance &
Hosting (Year 6 amount x

1.03)
$71,695.62 Six years after contract signing
Annual maintenance*
(Year 8)

Annual Maintenance &
Hosting (Year 7 amount x

1.03)
$73,846.49 Seven years after contract signing
Annual maintenance*
(Year 9)
Annual Maintenance &
Hosting (Year 8 amount x

1.03)
$76,061.88 Eight years after contract signing
Annual maintenance*
(Year 10)
Annual Maintenance &
Hosting (Year 9 amount x

1.03)
$78,343.74 Nine years after contract signing
On-Call Professional
Services (Years 6-10)
150 hours at $200 per hour
(via Task Order per Agrt § 1)
$30,000.00 Upon approved Task Order & invoice

SUBTOTAL NOT-TO-EXCEED COMPENSATION FOR YEARS
6-10 $399,555.13 --
Annual maintenance*
(Year 11)
Annual Maintenance &
Hosting $82,260.93 07/01/2024 – 06/30/2025
Annual maintenance*
(Year 12)
Annual Maintenance &
Hosting $86,373.97 07/01/2025 – 06/30/2026

TOTAL NOT-TO-EXCEED COMPENSATION OF THE

AGREEMENT (ALL YEARS)
$1,227,658.03
--

DocuSign Envelope ID: D9C19E34-479E-4AE7-9444-F8D33221402E Item 5
Attachment A -
Amendment No. 3 to
Questica Contract No.

C15152204A

Item 5: Staff Report
Pg.
7 Packet Pg. 48 of 1352

City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Public Works
Meeting Date: June 3, 2024
Report #:2404-2877
TITLE
Approval of Cost-Sharing Agreement with Santa Clara Valley Water District for Guiding Principle 5 Program funding for Future Projects at the Palo Alto Regional Water Quality Control Plant; CEQA Status – Not a project

RECOMMENDATION
Staff recommends that Council:

1. Approve the Cost-Sharing Agreement with Santa Clara Valley Water District for Guiding Principal 5 Program funding for future projects at the Palo Alto Regional Water Quality Control Plant; and

2. Authorize the City Manager or their designee to execute the Cost-Sharing Agreement with Valley Water

EXECUTIVE SUMMARY
Palo Alto has applied for funding through Santa Clara Valley Water District’s (Valley Water) Guiding Principle 5 (GP5) Program for four upcoming projects at the Regional Water Quality Control Plant (RWQCP). Valley Water developed the GP5 program to provide a tangible credit to communities, like Palo Alto, where State Water Project (SWP) property taxes have been collected without receiving a direct benefit from the SWP. The GP5 Program provides funding equivalent to the amount of SWP property tax collected by Valley Water between FY 2019-2024 plus interest earned. The funding available for Palo Alto is estimated to be $11.8 million.

The GP5 program is a limited-time program. Applications are due by June 30, 2024, and projects must be completed by June 30, 2033.

Item 6
Item 6 Staff Report

Item 6: Staff Report
Pg.
1 Packet Pg. 49 of 1352

BACKGROUND
State Water Project
The Burns-Porter Act (Water Code §§12930 et seq.), approved by California voters in 1960, authorized the construction and operation of specified state water facilities, including dams, reservoirs, levees, and an aqueduct system to convey water from the Sacramento-San Joaquin Delta to other parts of the state and a $1.75 billion bond for initial construction of these facilities. The Act directed the State Department of Water Resources (DWR) to enter into contracts to sell water and power, so that revenue from those sales would pay to operate the facilities and repay the bond.

State Water Project Property Tax
Valley Water is one of 29 contractors that purchase SWP water from the State. The SWP is one source of potable water that Valley Water receives and sells to water retailers in many areas of Santa Clara County. Valley Water has a long-term contract with DWR for deliveries from the SWP system. As part of that long-term obligation, Valley Water can collect SWP costs through water rates, though Valley Water has authority to collect funding shortfalls through property taxation where necessary. Valley Water’s policy is to utilize property taxes for their SWP contract obligations rather than water rates.

Some parts of the County, including Palo Alto, do not receive SWP water though property owners in those jurisdictions pay property taxes collected by Valley Water to meet SWP contract obligations.

Guiding Principle 5 Program
On October 17, 2017, the Valley Water Board voted to participate financially in the California Water Fix project, the State’s proposed plan to improve the infrastructure that carries water through the Sacramento-San Joaquin Delta. On September 24, 2019, the Valley Water Board rescinded its conditional support of California Water Fix, adopted a resolution to support Governor Newsom’s proposed Delta Conveyance Project, and adopted Guiding Principles to shape Valley Water’s participation.

As stated in Guiding Principle #5 of Valley Water’s Guiding Principles for Participation in Governor Newsom’s Proposed Delta Conveyance Project:
“Guiding Principle #5 – Equity and costs are important
Those communities and/or organizations that pay SWP property taxes (funds) and receive on average 85% of their water supply from sources other than Valley Water managed supplies will receive, directly or indirectly and not exceeding the amount of SWP property tax paid as estimated by Valley Water, those funds back in the form of additional, incremental, dedicated, segregated funds exclusively for water conservation programs, potable recycled water, non-potable recycled water (including salinity Item 6
Item 6 Staff Report

Item 6: Staff Report
Pg.
2 Packet Pg. 50 of 1352

reductions), options to purchase wastewater, purified water, wastewater treatment plant environmental upgrades, Automatic Meter Infrastructure (AMI) updates, or dedicated environmental focused grants starting in FY 2019 until FY 2024. Upon Valley Water approval of award for a program within the FY 2019-2024 timeframe, the funds shall be reserved for the recipient, including interest earned, to reimburse eligible expenditures through FY 2033. To unlock these additional, incremental, dedicated funds, the communities and organizations will be required to make at least a 20% match of Valley Water’s contribution (with no match required for facilities where Valley Water would have a long-term water supply contract or option for such). If an eligible agency has not gained Valley Water approval for a program by 6/30/2024, the dedicated, segregated funds go back to Valley Water by FY 2026.”
Valley Water developed the GP5 Program as a limited-time program to provide Water Utility Enterprise funding to the Project Partners (which includes Palo Alto, Mountain View, Purissima Hills Water District, and Stanford University) for water resources development at a dollar amount up to the SWP property taxes paid by property owners in their respective service areas.

The available funding for Palo Alto is estimated to be $11.6 million through fiscal year 2024.

Valley Water has not indicated if this program will be extended to provide funding for SWP property tax collected by Valley Water beyond fiscal year 2024.

ANALYSIS
In consultation with Valley Water staff, Palo Alto staff identified the following four upcoming projects at the RWQCP that are eligible for GP5 program funding and are scheduled to be completed by FY 2033.

1. Outfall Line Construction (WQ-19000)

2. Headworks Facility Replacement (WQ-16002)

3. 12kV Electrical Power Distribution Loop Improvements (part of WQ-19002: the Plant Repair, Retrofit, and Equipment Replacement project)

4. Joint Intercepting Sewer Rehabilitation (WQ-24000)
Each of these projects aligns with the goals of the GP5 Program as they ensure reliable operation of the RWQCP, which is responsible for treatment and recycling of water in Northwest Santa Clara County. Applications for each were submitted to Valley Water in 2023.

In conjunction with the City Attorney’s Office, Valley Water prepared the Cost-Sharing Agreement (Attachment A).

Outfall Line Construction
The RWQCP’s existing outfall pipeline was installed in 1964. It conveys treated effluent from the RWQCP to the Bay, traversing the Palo Alto Airport property which is adjacent to the RWQCP.

Item 6
Item 6 Staff Report

Item 6: Staff Report
Pg.
3 Packet Pg. 51 of 1352

As indicated in the RWQCP’s Long Range Facility Plan, the existing outfall should be replaced due to leakage concerns and insufficient capacity to convey peak wet weather hydraulic flows given sea level rise and king tides. To mitigate the issues rising from an aging outfall pipe and climate change, the RWQCP is preparing to install a new outfall pipe to operate in parallel with the existing outfall pipe. After the new outfall pipeline is complete and is in service, the RWQCP plans to divert the flow from the existing outfall to the new one, and then rehabilitate the existing outfall to extend its service life.

Headworks Facility Replacement
The RWQCP existing headworks facility consists of an influent box, two pumping plants, three bar screens, a “channel monster” that is a powerful high-flow solids grinder, and a grit handling facility. The existing facilities are nearing the end of their useful life and perform less effectively than modern systems. This project will modernize the headworks facility. A reliable headworks facility is critical for protection of the RWQCP’s downstream equipment and processes. 12kV Electrical Power Distribution Loop Improvements
The RWQCP obtains electrical power from the Utilities (CPAU) Department. Onsite distribution of the medium voltage power is through a radial 12,470-volt (12kV) underground distribution system “loop”, which was mostly installed around 1980. A condition assessment indicated several pieces of equipment in need of replacement, as they reach the end of their expected useful life. The 12kV Electrical Power Distribution Loop Improvements Project will replace equipment at the end of its expected useful life as well as facilitate future capital improvements by upgrading and relocating electrical infrastructure.

Joint Intercepting Sewer Rehabilitation
Palo Alto owns, operates, and maintains a trunk sewer, which serves as a transmission system backbone for some flows into the RWQCP. The trunk sewer, known as the Joint Intercepting Sewer (JIS), conveys raw wastewater from the City of Mountain View, Los Altos, Los Altos Hills, and a portion of Palo Alto. The JIS is the only sewer the RWQCP maintains outside of the Plant’s fence line. The JIS conveys more than half of the RWQCP’s influent. It is approximately 9,000- feet long and was constructed in 1972. It was identified in the RWQCP’s Long Range Facilities Plan as needing rehabilitation or replacement. Based on field investigations performed in 2020, the 2,400-foot length of the trunk sewer nearest the Plant was identified for near-term structural rehabilitation due to severe corrosion. The rehabilitation will include inspection, cleaning, cured in place pipe (CIPP) lining, and bypass pumping.

FISCAL/RESOURCE IMPACT
Because the costs of the projects are shared between Palo Alto and the partner agencies, the GP5 funding will be applied to Palo Alto’s share of approved RWQCP projects which will directly benefit Palo Alto customers. Reimbursements from Valley Water to Palo Alto through this GP5 Item 6
Item 6 Staff Report

Item 6: Staff Report
Pg.
4 Packet Pg. 52 of 1352

program will reduce treatment costs billed to Palo Alto's Wastewater Collection utility dollar- for-dollar. By lowering Wastewater Collection costs, Palo Alto's sewer bills for residents and businesses will be lower than they otherwise would have been.

Each project is part of the RWQCP’s capital improvement program, which is funded by Palo Alto and the five partner agencies who use the RWQCP for wastewater treatment: Palo Alto, Los Altos, Los Altos Hills, Mountain View, Stanford University, and the East Palo Alto Sanitary District. Palo Alto’s share of projects is based on agreements with the partner agencies.

GP5 funding will be provided on a reimbursement basis. Table 1 presents the projected reimbursements, assuming $11.6 million is available to Palo Alto and based on the projects’ current estimated costs and schedules.

Table 1: Projected GP5 Reimbursement
Fiscal Year Anticipated GP5
Reimbursement
FY 2025 $4,489,250
FY 2026 $3,488,750
FY 2027 $3,089,000
FY 2028 $530,000

STAKEHOLDER ENGAGEMENT
The RWQCP partner agencies are regularly updated on both the need for and the progress of wastewater treatment capital work. Updates are provided each year at an annual meeting and at other periodic meetings established to inform partner agency staff about the major capital improvement program. Palo Alto has informed Mountain View and Stanford University, as Project Partners eligible for GP5 Program funding, of its plans to obtain GP5 funding for Palo Alto’s share of the Outfall Line Construction, Headworks Facility, 12kV Electrical Power Distribution Loop Improvements, and Joint Intercepting Sewer Rehabilitation.

With respect to Palo Alto itself, CPAU and RWQCP staff collaborated on the set of projects to put forward for the GP5 Program. Open meetings on the budget process serve as the main vehicle for engaging the community on new projects such as these and associated rate impacts.

ENVIRONMENTAL REVIEW
Approval of the cost-sharing agreement does not meet the definition of a project for the purposes of CEQA, under Public Resources Code Section 21065 and CEQA Guidelines Section 15378(b)(4), because it is a fiscal activity which does not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment. CEQA review for each project is being determined individually.

Item 6
Item 6 Staff Report

Item 6: Staff Report
Pg.
5 Packet Pg. 53 of 1352

ATTACHMENTS
Attachment A: Final Palo Alto GP5 Partner Cost Share Agreement APPROVED BY:

Brad Eggleston, Director Public Works/City Engineer
Item 6
Item 6 Staff Report

Item 6: Staff Report
Pg.
6 Packet Pg. 54 of 1352

P
age 1 of 11
GP5 PROJECT COST-SHARE AGREEMENT
T
his Cost-Sharing Agreement for funding through the GP5 Program effective __________, is entered into by and between the City of Palo Alto, a California municipality (Palo Alto) and Santa Clara Valley Water District (Valley Water), a California special district.

RECITALS
W
HEREAS, on October 17, 2017, the Valley Water Board voted to participate in the California WaterFix project (the predecessor to the Delta Conveyance Project (DCP)), the State’s proposed plan to improve the infrastructure that carries water through the Sacramento-San Joaquin Delta; and
W
HEREAS, Valley Water’s involvement in the DCP is conditional, based on seven guiding principles, and focused participation with the State of California and water agency partners to support a lower-cost, scaled-down, and staged project that meets the needs of Silicon Valley; and
W
HEREAS, on September 24, 2019, Valley Water’s Board of Directors added to and revised those guiding principles, including providing clarification to Guiding Principle 5 (GP5) (“Equity and costs are important.”), which provides certain communities and organizations (“Project Partners”) access to funds for particular uses.

W
HEREAS, on August 24, 2021, Valley Water’s Board of Directors adopted a framework to implement GP5 that included GP5 program guidelines and implementation strategy and that contemplated cost-sharing agreements with Project Partners to obtain GP5 funding consistent with those guidelines (collectively, GP5 Program); and
W
HEREAS, the GP5 Program guidelines estimate approximately $11.28 million in available funds allocated to Palo Alto for use in GP5 projects; and W
HEREAS, Palo Alto is a Project Partner and submitted applications to Valley Water for funding under the GP5 Program for the following four (4) eligible projects:
(1) Outfall Line Construction; (2) Headworks Facility; (3) 12KV Electrical Power Distribution Loop Improvements; and (4) Joint Intercepting Sewer Rehabilitation (hereinafter collectively referred to herein as “Project or Projects”); and W
HEREAS, the Parties desire to cooperate to support the GP5 Program and the Projects in accordance with the Board approved GP5 Program Guidelines.

N
OW, THEREFORE, in consideration of the mutual promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows.

Item 6
Attachment A - Final Palo
Alto GP5 Partner Cost
Share Agreement

Item 6: Staff Report
Pg.
7 Packet Pg. 55 of 1352

Page 2 of 11 ends

AGREEMENT

ARTICLE A. Definitions

As used in this Agreement, the following terms have the following meanings.

(a) Agreement: means this Cost-Sharing Agreement for funding through the GP5 Program.

(b) CEQA: means the California Environmental Quality Act.

(c) Designated Representatives: means employees or officials designated in writing by each of the respective Parties to serve as representatives for purposes of this Agreement. In the absence of such written notice, the Designated Representatives will be the Valley Water Chief Executive Officer and the Palo Alto General Manager.

(d) Dispute Resolution Procedure: means the alternative dispute resolution process to be used for disputes arising out of this Agreement. The procedure is set forth in more detail in Section 11 below.

(e) Effective Date: means ______, 2024 is the date this Agreement is effective.

(f) GP5 Program Guidelines: means the GP5 Program Guidelines developed by Valley Water for the purpose of providing funding to the GP5 Project Partners (the cities of Mountain View and Palo Alto, the Purissima Hills Water District, and Stanford University) for water resources development at a dollar amount up to the SWP property taxes paid by property owners in the GP5 Project Partners’ respective service areas, a copy of which is attached hereto as Exhibit A and which is expressly incorporated by reference.

(g) Project or Projects: (1) Outfall Line Construction; (2) Headworks Facility; (3) 12KV Electrical Power Distribution Loop Improvements and (4) Joint Intercepting Sewer rehabilitation.

(h) O&M: Operation and maintenance.

(i) Party: Either of Valley Water or Palo Alto, as the context may indicate.

(j) Parties: Valley Water and Palo Alto collectively.

(k) Term: The total duration of the Agreement as described in Section 1 of this Agreement.

Item 6
Attachment A - Final Palo
Alto GP5 Partner Cost
Share Agreement

Item 6: Staff Report
Pg.
8 Packet Pg. 56 of 1352

Page 3 of 11 ends

ARTICLE B - General Provisions

1. Term and Termination.

The term of this Agreement will commence on the Effective Date and continue through June 20, 2033. The term of this Agreement may be extended only in a writing signed by both Parties.

ARTICLE C - PALO ALTO OBLIGATIONS

2. Implementation of Projects

Palo Alto is solely responsible for conducting all planning, design, procurement, installation, testing, and O&M of the Projects. Palo Alto is solely responsible for obtaining all necessary permits, approvals, and rights-of-way for the Projects.

3. Infrastructure Ownership, Operation and Maintenance, and Location of Projects

Palo Alto will own the any infrastructure in connection with any of the Projects and be solely responsible for design, construction/installation, O&M, repair, and replacement.

Palo Alto is solely responsible for obtaining any rights necessary to construct/install, operate, maintain, repair, and replace, any aspects of the Projects and to perform any related site restoration.

4. CEQA Review and Compliance

a. Palo Alto represents and warrants that it has complied with and or will comply with all applicable local, state, and federal environmental laws and regulations, including but not limited to CEQA and applicable permitting requirements in connection with the Projects. Palo Alto will provide documentation for its CEQA compliance, described in Section 4(c) below, to Valley Water.

b. For any Projects that are subject to CEQA review, Valley Water has not committed to a definite course of action by executing this Agreement and is not limited in any way in exercising any discretion with respect to the Projects, including but not limited to (1) considering other feasible alternatives and mitigation measures to avoid or minimize project impacts, (2) requiring Palo Alto to make such modifications deemed necessary to reduce project impacts, or (3) determining not to proceed with one or more components of a project. The disbursement of funds for costs associated with the scope of a project subject to CEQA compliance is contingent upon Valley Water’s completion of CEQA review. However, Valley Water may disburse funds for Item 6
Attachment A - Final Palo
Alto GP5 Partner Cost
Share Agreement

Item 6: Staff Report
Pg.
9 Packet Pg. 57 of 1352

Page 4 of 11 ends

work not subject to CEQA compliance, such as planning and design services, at any time after those costs are incurred by Palo Alto.

c. The required CEQA documentation must include one of the following: a notice of exemption (if one was filed with the Santa Clara County Office of the Clerk/Recorder (Clerk)) in the case of an exempt project, or otherwise an environmental impact report, mitigated negative declaration or negative declaration along with a copy of the notice of determination filed with the County Clerk.

d. Notwithstanding any other limitation in this Agreement, Palo Alto will fully defend, indemnify, protect, and hold harmless Valley Water and its officers, directors, employees, contractors, attorneys, agents, representatives, successors, and assigns, from and against any and all claims, liabilities, penalties, fines, judgments, demands, directives, orders, forfeitures, losses, costs, or expenses (including reasonable attorney's, consultant's, and expert fees) arising from, related to, or in connection with any CEQA challenge of Valley Water’s approval of this Agreement . Palo Alto’s obligations as stated in this Article C, Section 4 will survive completion, suspension, termination, and expiration of this Agreement.

5. Insurance

Palo Alto must adhere to the insurance requirements that are specified in Exhibit B of this Agreement. Palo Alto may submit a letter of self-insurance to satisfy the insurance requirements of Exhibit B.

ARTICLE D - COST ALLOCATION

6. Projects’ Capital Costs

a. Valley Water’s Not-to-Exceed Contribution. Valley Water’s contribution to the Projects will be funded by the GP5 Reimbursement Program and will not exceed the amount of SWP property tax paid by property owners in Palo Alto’s service area, plus interest, for FY2019-FY2024 (Valley Water’s Contribution). Under the GP5 Program Guidelines, approximately $11.8 million in GP5 Program funding is allocated to Palo Alto, the entire balance of which shall be appropriated for expenditure by Palo Alto for the Projects subject to the terms of this Agreement.

b. Palo Alto’s Contribution. Palo Alto’s contribution will be the difference between the actual total cost of the Projects and Valley Water’s Contribution.

Item 6
Attachment A - Final Palo
Alto GP5 Partner Cost
Share Agreement

Item 6: Staff Report
Pg.
10 Packet Pg. 58 of 1352

Page 5 of 11 ends

c. Benefits of Grant Funding. If Palo Alto is able to secure grant funding for any of their projects, that grant funding shall be applied to the respective project first, then the remaining project cost would be subject to reimbursement in accord with the GP5 Guidelines. In the event Palo Alto successfully secures grant funding for any of their projects, both Palo Alto and Valley Water agree that Valley Water is not and must not be subject to any grant funding requirements.

d. Palo Alto’s Funding Source. If Palo Alto is unable to identify a funding source to sufficiently cover the total cost for a Project, Palo Alto may request to meet and confer with Valley Water to potentially modify this Agreement. However, absent such a modification to the Agreement, Valley Water’s contribution will not exceed the Valley Water Contribution defined in Section 6(a) above.

e. In the Event of No Projects. If Palo Alto elects not to proceed with or complete the Projects within 2 years of the Effective Date, it must provide written notice to Valley Water within this 2-year period and it may still receive the applicable portion of Valley Water’s contribution only if such funds are allocated and utilized consistent with the provisions of Section 6(f) immediately below.

f. Time Frame for Expenditure of Funds and Project Completion. The time frame for any expenditure of funds for reimbursement pursuant to this Section 6 will extend from the Effective Date to June 30, 2033 (Reimbursement Term). Within this time frame, Palo Alto must present to Valley Water all invoices for expenditure of funds pursuant to this Section 6. Valley Water will not reimburse any invoices for costs incurred outside the Reimbursement Term. Palo Alto’s failure to seek reimbursement within this timeframe will not extinguish or otherwise impact Palo Alto’s obligations under in this Agreement. Palo Alto must complete the Projects by June 30, 2033.

g. Invoicing and Payments. Palo Alto will submit invoices to Valley Water for costs incurred on GP5 Projects quarterly. Valley Water will reimburse valid project costs within thirty days of Valley Water’s approval of the invoice, such approval not to be unreasonably withheld. Palo Alto must comply with all invoicing and reimbursement requirements in the GP5 Program Guidelines.

7. Reporting

Palo Alto must comply with the reporting requirements in the GP5 Guidelines in Exhibit A.

8. Leak-Detection Project Naming, Signage, and Tours

Item 6
Attachment A - Final Palo
Alto GP5 Partner Cost
Share Agreement

Item 6: Staff Report
Pg.
11 Packet Pg. 59 of 1352

Page 6 of 11 ends

Palo Alto must comply with the provisions concerning project naming and signage in the GP5 Guidelines in Exhibit A. Palo Alto must reasonably accommodate Valley Water requests to tour or examine the Projects and corresponding infrastructure.

9. Precedence of GP5 Program Guidelines.

Palo Alto must comply with any requirements in the GP5 Program Guidelines that are not expressly stated elsewhere in this Agreement. In the event of a conflict between the GP5 Program Guidelines and any other language in this Agreement, the GP5 Program Guidelines will prevail.

10. Data derived from the Projects

Palo Alto will, upon Valley Water’s request, provide to Valley Water any and all data derived from the Projects, including any intellectual property rights therein, at no additional cost to Valley Water.

ARTICLE E – OTHER PROVISIONS

11. Dispute Resolution Procedure

The process by which the Parties will attempt in good faith to resolve any dispute arising out of or relating to this Agreement, which will be undertaken promptly and initially by representatives of the Parties is as follows:
a) If a dispute should arise, an authorized representative for each of the Parties will meet or teleconference within fourteen (14) calendar days of written notification of the dispute to resolve the dispute. Prior to such meeting or teleconference, the Party bringing the dispute will draft and submit to the other Party a written description, including any factual support, of the disputed matter. After receiving this written description, the other Party will provide a written response to such written description at least one (1) full business day before the meeting or teleconference required by this Section 11(a).

b) If no resolution of the dispute occurs at the meeting or teleconference required by Section 11(a), the issue will be elevated to an executive-level manager of each Party (i.e. executive level manager for Valley Water and Operations Manager or higher-level executive for Palo Alto). Each Party’s executive-level manager will meet or teleconference as soon as practical, but, in no event, later than twenty-one (21) calendar days after the matter has been referred to them, with the initial meeting to occur at a location to be selected by the Parties.

Item 6
Attachment A - Final Palo
Alto GP5 Partner Cost
Share Agreement

Item 6: Staff Report
Pg.
12 Packet Pg. 60 of 1352

Page 7 of 11 ends

c) If the dispute remains unresolved after forty-five (45) calendar days from the initial notice of the matter required by Section 11(a), and either Party is unwilling to continue negotiations, the Parties agree to submit the dispute to mediation. Any statute of limitations will be tolled from the time the matter is submitted to mediation until the mediation process has concluded.

d) The Parties will meet and confer in good faith to select a mediator. If the Parties cannot agree to a mediator within fourteen (14) days, either Party may request the American Arbitration Association or other acceptable mediation service to nominate a mediator. The Parties will share the cost of the mediator equally.

e) In the event mediation is unsuccessful, any Party may pursue other remedies available at law or equity.

12. Audit.

Valley Water will have the right to conduct audits of Palo Alto to ensure that the funds paid by Valley Water under this Agreement are being used in accordance with this Agreement. Palo Alto will, at no cost to Valley Water, (a) cooperate with any such audit; and (b) provide records requested by Valley Water within a reasonable amount of time.

13. Mutual Benefits of this Agreement

Through execution of this Agreement, the Parties agree to commit funding and resources to advance the conservation of water and the equitable distribution of SWP tax funds within the county to the benefit of both Parties.

14. Notices and Grant Administration

Any notices allowed or required by this Agreement will be addressed as follows:

To Valley Water:

Rick Callender, Esq.

Chief Executive Officer
Santa Clara Valley Water District
5750 Almaden Expressway
San José, CA 95118

With a copy to

J. Carlos Orellana
To Palo Alto:

Ed Shikada
City Manager
City of Palo Alto
250 Hamilton Avenue
Palo Alto, CA 94301

With a copy to

Molly Stump
Item 6
Attachment A - Final Palo
Alto GP5 Partner Cost
Share Agreement

Item 6: Staff Report
Pg.
13 Packet Pg. 61 of 1352

Page 8 of 11 ends

District Counsel
Santa Clara Valley Water District
5750 Almaden Expressway
San José, CA 95118
City Attorney
City of Palo Alto
250 Hamilton Avenue
Palo Alto, CA 94301

Each Party’s primary representative for the administration of this Agreement is as follows:

Valley Water:

David Tucker
Associate Engineer
Santa Clara Valley Water District
5750 Almaden Expressway
San José, CA 95118

With a copy to

Hossein Ashktorab
Recycled and Purified Water Unit
Manager
Santa Clara Valley Water District
5750 Almaden Expressway
San José, CA 95118
Palo Alto:

Karin North
Assistant Director, Public Works
Environmental Service Division
250 Hamilton Avenue
Palo Alto, CA 94301
[email protected]

With a copy to

Caio Arellano
Chief Assistant City Attorney
250 Hamilton Avenue
Palo Alto, CA 94301
[email protected]

15. Choice of Law and Venue.

This Agreement will in all respects be interpreted, enforced, and governed by and under the laws of the State of California without giving effect to any provisions thereof that would result in the application of the law of another jurisdiction. The Parties agree that the venue of any action, proceeding, or counterclaim will be in the state or federal courts located in the County of Santa Clara, California.

16. Amendments.

This Agreement may be modified or amended only by a writing signed by both Parties.

17. Captions.

The captions in this Agreement are for reference only and in no way define or interpret any provision hereof.

Item 6
Attachment A - Final Palo
Alto GP5 Partner Cost
Share Agreement

Item 6: Staff Report
Pg.
14 Packet Pg. 62 of 1352

Page 9 of 11 ends

18. Severability.

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will not be affected thereby, and each provision of this Agreement will be valid and enforced to the full extent permitted by law, provided the material provisions of this Agreement can be determined and effectuated.

19. Counterparts.

This Agreement may be executed in identical counterpart copies, each of which will be an original, but all of which taken together shall constitute one and the same agreement.

20. Entire Agreement.

This Agreement constitutes the entire agreement between the Parties and supersedes all prior written or oral understandings.

21. Cooperative Drafting.

This Agreement has been drafted through a cooperative effort of both Parties and both Parties have had an opportunity to have the Agreement reviewed and revised by legal counsel. No Party will be considered the drafter of this Agreement, and no presumption or rule that an ambiguity shall be construed against the party drafting the cause shall apply to the interpretation or enforcement of this Agreement.

22.Time of the Essence.

Time is of the essence in respect to all provisions of this Agreement that specify a time for performance.

23. Waiver.

No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement (1) will be effective unless it is in writing and signed by the Party making the waiver; (2) will be deemed to be a waiver of, or consent, to any other breach, failure of a condition, or right or remedy, or (3) will be deemed to constitute a continuing waiver unless the writing expressly so states.

24. Indemnification.
a. Notwithstanding any provision in this Agreement to the contrary, Government Code sections 895 et seq. do not apply to this Agreement.
b. Palo Alto will defend, hold harmless, and indemnify Valley Water and its officers, agents and employees from, for and against any and all claims, injuries, losses, fines, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees and Item 6
Attachment A - Final Palo
Alto GP5 Partner Cost
Share Agreement

Item 6: Staff Report
Pg.
15 Packet Pg. 63 of 1352

Page 10 of 11 ends

costs) arising from or related to the Projects or this Agreement. This duty to indemnify excludes those claims, injuries, losses, fines, liabilities, damages, costs, and expenses directly caused by Valley Water’s gross negligence or willful misconduct. c. The provisions of this Section 24 will survive the termination or expiration of this Agreement.

25. Nondiscrimination.

A. Valley Water is an equal opportunity employer and requires Palo Alto to have and adhere to a policy of equal opportunity and non-discrimination. In the performance of the Agreement, Palo Alto will comply with all applicable federal, state, local laws and regulations, and will not discriminate against any subcontractor, employee, or applicant for employment in the recruitment, hiring, employment, utilization, promotion, classification or reclassification, transfer, recruitment advertising, evaluation, treatment emotion, layoff, termination, rates of pay or other forms of compensation, and selection for professional development training (including apprenticeship), or against any other person, on the basis of sex (which includes pregnancy, childbirth, breastfeeding and medical conditions related to pregnancy, childbirth, or breastfeeding), race, religion, color, national origin (including language use restrictions), ancestry, religious creed (including religious dress and grooming practices), political affiliation, disability (mental and physical, including HIV or AIDS), medical condition (cancer and genetic characteristics), genetic information, marital status, parental status, gender, age (40 and over), pregnancy, military and veteran status, sexual orientation , gender identity and gender expression, the exercise of family and medical care leave, the exercise of pregnancy disability leave, or the request, exercise, or need for reasonable accommodation.

B. Palo Alto’s policy must conform with applicable state and federal guidelines including the Federal Equal Opportunity Clause, “Section 60-1.4 of Title 41, Part 60 of the Code of Federal Regulations, “Title VII of the Civil Rights Act of 1964 as amended; the Americans with Disabilities Act of 1990; the Rehabilitation Act of 1973 (§503 and §504); the Age Discrimination Act of 1975 (42 U.S.C. §6101 et seq.); the California Fair Employment and Housing Act (Government Code §12900 et. seq.); and the California Labor Code §1101 and §1102.

C. Palo Alto must designate a specific position within its organization to be responsible for investigating allegations of non-compliance with the anti-discrimination and anti-harassment provisions of this Agreement. Palo Alto must conduct fair, prompt, and thorough investigation of all allegations directed to Palo Alto by Valley Water. In cases where such investigation results in a finding of discrimination, harassment, or hostile work environment, Palo Alto must take prompt, effective action against the offender.

26. No Third-Party Rights
The Parties do not intend to create rights in, or to grant remedies to, any third party as a beneficiary of this Agreement or of any duty, covenant, obligation, or undertaking established herein. This Agreement must not be construed as nor deemed to be an agreement for the benefit of any third party or parties, and no third party or parties will have any right of action herein for any cause whatsoever.

Item 6
Attachment A - Final Palo
Alto GP5 Partner Cost
Share Agreement

Item 6: Staff Report
Pg.
16 Packet Pg. 64 of 1352

Page 11 of 11 ends

27. Authority to Execute
The persons executing this Agreement on behalf of their respective entities represent and warrant that they are duly authorized to execute and deliver this Agreement on the entity's behalf.

IN WITNESS WHEREOF, the Parties have executed this Agreement which will take effect on the Effective Date as stated above.

THE CITY OF PALO ALTO,

By: ________________________________
Edward Shikada
City Manager

SANTA CLARA VALLEY WATER DISTRICT

By: _____________________________
Rick Callender, Esq.

Chief Executive Officer

Item 6
Attachment A - Final Palo
Alto GP5 Partner Cost
Share Agreement

Item 6: Staff Report
Pg.
17 Packet Pg. 65 of 1352

EXHIBIT A
GP5 PROGRAM GUIDELINES
Item 6
Attachment A - Final Palo
Alto GP5 Partner Cost
Share Agreement

Item 6: Staff Report
Pg.
18 Packet Pg. 66 of 1352

GP
5 PROGRAM GUIDELINES
GP5

PROGRAM GUIDELINES
Nov
ember 2022
Item 6
Attachment A - Final Palo
Alto GP5 Partner Cost
Share Agreement

Item 6: Staff Report
Pg.
19 Packet Pg. 67 of 1352

2 GP5 PROGRAM GUIDELINES
GP5 PROGRAM GUIDELINES

1. SANTA CLARA VALLEY WATER DISTRICT
T
he Santa Clara Valley Water District (Valley Water) manages an integrated water resources system that includes the supply of clean, safe water, flood protection, and stewardship of streams on behalf of Santa Clara County’s 1.9 million residents. Valley Water was created by an act of the California Legislature, and operates as a state of California Special District, with jurisdiction throughout Santa Clara County. Valley Water’s mission is to provide Silicon Valley safe, clean water for a healthy life, environment, and economy.

2. GP5 PROGRAM DESCRIPTION
O
n October 17, 2017, the Valley Water Board voted to participate financially in the California WaterFix project, the State’s proposed plan to improve the infrastructure that carries water through the Sacramento-San Joaquin Delta. Valley Water’s involvement was conditional, based on seven guiding principles, and focused participation with the State and water agency partners to support a lower -cost, scaled-down, and staged project that meets the needs of Silicon Valley. The Board approved these guiding principles in Resolution 17- 68, which defined Valley Water’s conditional support f or California WaterFix and presented the Board’s vision for each of the principles.

On September 24, 2019, the Board adopted revised principles to reflect transitioning from participation in California WaterFix to the Delta Conveyance Project. Resolution 19-69 included the following clarification of Guiding Principle #5 ( GP5, Equity and Costs are Important) regarding the types of projects that may be evaluated for future funding opportunities:

Those communities and/or organizations that pay SWP property t axes (funds) and receive on average 85% of their water supply from sources other than Valley Water managed supplies will receive, directly or indirectly and not exceeding the amount of SWP property tax paid as estimated by Valley Water, those funds back in the form of additional, incremental, dedicated, segregated funds exclusively for water conservation programs, potable recycled water, non- potable recycled water (including salinity reductions), options to purchase wastewater, purified water, wastewater tr eatment plant environmental upgrades, Automatic Meter Infrastructure (AMI) updates, or dedicated environmental focused grants starting in FY 2019 until FY 2024. Upon Valley Water approval of award for a program within the FY 2019- 2024 timeframe, the funds shall be reserved for the recipient, including interest earned, to reimburse eligible expenditures through FY 2033. To unlock these additional, incremental, dedicated funds, the communities and Item 6
Attachment A - Final Palo
Alto GP5 Partner Cost
Share Agreement

Item 6: Staff Report
Pg.
20 Packet Pg. 68 of 1352

3 GP5 PROGRAM GUIDELINES
organizations will be required to make at least a 20% match of Valley Water’s contribution (with no match required for facilities where Valley Water would have a long- term water supply contract or option for such).

If an eligible agency has not gained Valley Water approval for a program by 6/30/2024, the dedicated, segregated funds go back to Valley Water by FY 2026.

Valley Water has determined that communities and/ or organizations that pay State Water Project (SWP) property taxes but receive on average 85% of their water supply from sources other than Valley Water managed supplies are Project Partners . Project Partners include the cities of Mountain View and Palo Alto, the Purissima Hills Water District, and Stanford University.

V
alley Water developed the GP5 Program as a limited-time program to provide Water Utility Enterprise funding to the Project Partners for water resources development at a dollar amount up to the SWP property taxes paid by property owners in their respective service areas.

3. PURPOSE, ELIGIBILITY, FUNDING
P
roject Partner projects authorized to receive GP5 funding (GP5 Project) will help protect the County’s water supply and groundwater basins by focusing on projects that develop or conserve water supplies, protect groundwater from over pumping and other benefits. These projects are critical to respond to the current and future droughts, and threats of lowering groundwater levels.

G
P5 funding may be available to Project Partners for projects such as water conservation, recycled and purified water development, wastewater purchase for water reuse, wastewater treatment upgrades supporting water reuse, Automatic Meter Infrastructure (AMI), or an environmentally focused activity approved by Valley Water.

Valley Water has developed the following GP5 program principles (approved by the Board of Directors on August 24, 2021):

1. A
ll proposed GP5 Projects must be submitted to Valley Water for review and approval. Only projects approved by Valley Water are deemed GP5 Projects, and therefore eligible for GP5 funding.

2. GP5 Projects may include water conservation programs, potable and non-potable recycled water, purified water, wastewater purchase options, wastewater treatment plant upgrades supporting reuse, AMI updates, or dedicated environmentally focused activities. This may include staffing for accelerating water recycling projects approved for GP5 funding.

3. Cost-sharing agreements are the preferred mechanism for funding of GP5 Projects.

Item 6
Attachment A - Final Palo
Alto GP5 Partner Cost
Share Agreement

Item 6: Staff Report
Pg.
21 Packet Pg. 69 of 1352

4 GP5 PROGRAM GUIDELINES

4. Project Partner must provide a minimum 20% match of total GP5 Project cost, unless the Project Partner has a long-term water supply contract or has an option for a long-term water supply contract with Valley Water .

Cost sharing may be made through cash or in- kind contributions for planning, design and/or construction by the Project Partner. The Project Partner share of GP5 P roject costs must be expended at the same or larger share as the Valley Water share of GP5 Project costs.

5. Subject to the terms of a cost-sharing agreement in which GP5 funds are allocated, Valley Water will reimburse the costs of the GP5 Project approved by Valley Water to receive GP5 funding. Reimbursements of GP5 Project costs will be based on a sliding-scale tied to completion of project phases and mutually agreed upon milestones including the final completion report submitted to Valley Water. The latter would include Project Partner’s certification that the report is true and correct.

6. Project Partners must meet Valley Water’s insurance requirements as determined by Valley Water’s risk manager.

7. Project Partner must agree to release and indemnify, defend and hold harmless, Valley Water for any liability associated with any GP5 Project receiving Valley Water funding.

8. Project Partner must document GP5 Project progress quarterly in a brief written report to Valley Water, including a discussion of the GP5 Project’s accomplishments, financial accounting, unexpected challenges, schedule and timeline, and milestones.

9. Project Partner will formally acknowledge Valley Water ’s cost share, for example, signage for capital projects, joint press release, website, literature, etc.

10. Valley Water funding must provide an exclusive water supply benefit to Santa Clara County.

11. Multiple GP5 projects from a Project Partner that are awarded GP5 funding in the same award cycle may be packaged into a single cost- sharing agreement.

12. A project must be completed by FY 2032-33 to receive full GP5 funding.

13. Project Partner must allocate sufficient funding to complete the GP5 Project after taking into consideration the allocated GP5 funding.

14. At Valley Water’s discretion, GP5 funds may be used to fund all or a portion of Valley Water’s commitments in the December 2019 agreement between Valley Water, Palo Alto, and Mountain View.

Item 6
Attachment A - Final Palo
Alto GP5 Partner Cost
Share Agreement

Item 6: Staff Report
Pg.
22 Packet Pg. 70 of 1352

5 GP5 PROGRAM GUIDELINES

15. Project Partner must submit a final project completion report describing how funding was used to meet the GP5 Program objectives.

16. The Valley Water CEO has authority to implement the GP5 Program and enter into cost-sharing agreements with Project Partners consistent with Board approved GP5 Program Guidelines.

17. Projects must comply with all applicable local, state, and federal environmental laws and regulations . Project Partner must certify compliance with all CEQA and permit requirements that are necessary before funding can be authorized.

GP5 Program Funding Estimates
P
roject Partners will be eligible to seek, directly or indirectly, and not exceeding the am ount of SWP property tax paid by property owners in their respective service area, funds exclusively for water resource program development and implementation.

Funding of $6.6M is currently budgeted in the FY2021-22 GP5 Reimbursement Program. This represents funds equal to actual SWP tax revenue collected in the Project Partners’ service areas for FY 2018-19 and FY 2019-20 plus related interest earnings. The table below presents available and projected funding as of September 9, 2022:

T
he Program Administrator will provide each Project Partner with current and projected funds available for GP5 Program Implementation projects upon request.

GP5 Funds - City Allocations
9/9/2022
FY22 Budget
Available
(FY19-FY21
Actual Tax
Equivalent &
Interest)
FY23
GP5
Available
Funds
Projection
FY24
GP5
Available
Funds
Projection
FY25
GP5
Available
Funds
Projection
TOTAL

CURRENT

ESTIMATE
Allocation
Palo Alto 5,082,487 1,984,227 2,060,544 2,136,860 11,264,118 Mountain View 4,115,102 1,693,739 1,758,883 1,824,026 9,391,750 Stanford 903,500 345,423 336,996 349,477 1,935,396
Purissima Hills 733,077 281,591 292,422 303,252 1,610,342 Grand Total 10,834,166 4,304,980 4,448,845 4,613,615 24,201,606 Item 6
Attachment A - Final Palo
Alto GP5 Partner Cost
Share Agreement

Item 6: Staff Report
Pg.
23 Packet Pg. 71 of 1352

6 GP5 PROGRAM GUIDELINES

4. APPLICATION PREPARATION & SUBMISSION
Online Application
A
pplication Submissions – All GP5 Program applications must be submitted electronically to the Program Administrator (Luis Jaimes) at:
lja
[email protected]
A
pplications Deadline – Online application and all supporting documentation must be submitted by June 30, 2024.

Lat
e Submittals – Valley Water will not accept funding applications after June 30, 2024. Further, Valley Water will not be responsible for slow and/or delayed application submissions regardless of whether it is caused by, but not limited to, the World Wide Web, Internet Service Provider, third-party system, Valley Water security system or infrastructure.

V
alley Water Contact – All questions shall be directed to the Program Administrator (Luis Jaimes), [email protected], via email.

Content and Form of Application
T
he technical proposal and evaluation criteria section shall be limited to a maximum of 1 0 consecutively numbered pages. The font shall be at least 12 points in size and easily readable. Page size shall be 8½ by 11 inches with standard 1” margins, including charts, maps, and drawings.

T
he application must include the following sections to be considered complete:

I. T
itle Page
II. Table of Contents
III. Technical Proposal
 Executive Summary
 Technical Project Description
IV. Required Permits or Approvals, including any applicable CEQA documentation
V. Project Budget
 Funding Plan
 Budget Proposal
 Budget Narrative
Tit
le Page - Provide a brief, informative, and descriptive title for the proposed work that indicates the nature of the project. Includ e the name Item 6
Attachment A - Final Palo
Alto GP5 Partner Cost
Share Agreement

Item 6: Staff Report
Pg.
24 Packet Pg. 72 of 1352

7 GP5 PROGRAM GUIDELINES
and address of the applicant, and the name and address, email address, and telephone number of the Project Manager.

T
able of Contents - List all major sections of the proposal in the table of contents.

T
echnical Proposal - The technical proposal (10 pages maximum) should include:

E
xecutive Summary - the executive summary should include (1) the date, applicant name, city, county, and state ; (2) a project summary that specifies the work proposed, including how funds will be used to accomplish specific project activities and briefly identifies how the proposed project contributes to accomplishing the goals of this program; and (3) s tate the length of time and estimated completion date for the proposed project.

T
echnical Project Description - t he technical project description should describe the work in detail, including specific activities that will be accomplished. This description should have sufficient detail to permit a comprehensive evaluation of the proposal. The technical project description should describe methods and/or the technologies that will be utilized as part of the project.

R
equired Permits or Approvals - Applicants must state in the proposal whether any permits or approvals are required and explain the plan and timing for obtaining such permits or approvals. Also, to the extent the proposed project will likely result in a direct or indirect physical changes to the environment, applicant must demonstrate compliance with CEQA.

P
roject Budget - Budget proposals must not include costs that are incurred prior to the date of selection. Please note that costs for preparing an application are not eligible project costs and must not be included in the project budget. In addition, budget proposals must not include costs for the purchase of water or land, or to secure a permanent easement. The project budget should include:

F
unding Plan - d escribe how the non- Valley Water share of project costs will be provided. Project funding provided by a source other than the applicant shall be supported with letters of commitment from Item 6
Attachment A - Final Palo
Alto GP5 Partner Cost
Share Agreement

Item 6: Staff Report
Pg.
25 Packet Pg. 73 of 1352

8 GP5 PROGRAM GUIDELINES
these additional sources. Please include a table to summarize all funding sources for the project

SOURCE AMOUNT
Costs to be reimbursed with the requested
GP5 funding $
Costs to be paid by the applicant $
Value of third-party contributions $
TOTAL GP5 PROJECT COST $
B
udget Proposal - t he total GP5 P roject cost is the sum of all allowable items of costs, including all required cost sharing and voluntary committed cost sharing, including third-party contributions, that are necessary to complete the GP5 Project. The budget proposal should include detailed information and clearly identify all the GP5 Project costs including those that will be contributed as cost share by the applicant, third-party in-kind contributions, and those that will be covered using GP5 funds requested from Valley Water. Please include a table to summarize all categorical budget sources (personnel, equipment, supplies and materials, contractual, etc.) for the GP5 Project
B
udget Narrative - t he budget narrative provides a discussion of, or explanation for, items included in the budget proposal. The types of information to describe in the narrative include, but are not limited to, the following:

Salaries and Wages - for all positions, indicate salaries and wages, estimated hours or percent of time, and rate of
compensation. All labor estimates must be allocated to
specific tasks as outlined in the applicant’s technical project description.

Fringe Benefits - identify the rates/amounts, what costs are included in this category, and the basis of the rate
computations.

Equipment - itemize costs of all equipment having a value of over $5,000 and include information as to the need for this equipment. If the value is less than $5,000, the item should be included under materials and supplies.

Materials and Supplies - itemize supplies by major category, unit price, quantity, and purpose, such as whether the items are needed for office use, research, or construction.

Contractual - i dentify work that will be accomplished by Item 6
Attachment A - Final Palo
Alto GP5 Partner Cost
Share Agreement

Item 6: Staff Report
Pg.
26 Packet Pg. 74 of 1352

9 GP5 PROGRAM GUIDELINES
consultants or contractors, including a breakdown of tasks to be completed, and a detailed budget estimate that will be required for each task.

Third-Party In-Kind Contributions - identify work that will be accomplished by third- party contributors, including a
breakdown of tasks to be completed, and a detailed budget estimate that will be required for each task.

Other Expenses - a ny other expenses not included in the above categories shall be listed here along with a description of the item and why it is necessary.

Total Costs - indicate total amount of project costs, including the Valley Water and applicant cost share amounts.

5. STANDARD PROVISIONS AND INSURANCE REQUIREMENTS
T
he following outlines key provisions in Valley Water’s standard agreement.

General Provisions
A
greement should be signed and fully executed by the Project Partner and Valley Water within six months of GP5 funding awarded for the GP5 Project.

P
roject Partner should complete the GP5 P roject and submit final documentation before the expiration of the Cost-Sharing Agreement.

P
roject Partner may submit reimbursements for work beginning upon execution of the Cost-Sharing Agreement by both Parties and no later than end of the expiration of the Cost-Sharing Agreement.

A
ll funds not expended by Project Partner shall revert to Valley Water and be available for reallocation by Valley Water to other projects as deemed appropriate.

P
roject Partner must own the land or hold a lease or other long- term interest in the land that is the subject of the GP5 Project.

If th
e Project Partner does not own the land or hold a lease or other long- term interest in the land that is the subject of the GP5 Project, the Project Partner must obtain written permission from the property owner.

P
roject Partner is responsible for obtaining proper Valley W ater encroachment permits to access and for proposed improvements on Item 6
Attachment A - Final Palo
Alto GP5 Partner Cost
Share Agreement

Item 6: Staff Report
Pg.
27 Packet Pg. 75 of 1352

10 GP5 PROGRAM GUIDELINES
Valley Water property prior to commencing of proposed work.

Funds
are not available for expenditure until they are authorized by the CEO or Valley Water Board of Directors and appropriated via a contract (Cost-Sharing Agreement) that has been executed between Valley Water and Project Partner.

P
roject Partner may spend up to 20 percent of the authorized GP5 funding for non- implementation costs, including project administration, CEQA compliance, permits, plans, specifications, and design.

B
enefit rates shall be limited to 20 percent of labor rates.

O
verhead costs shall be limited to 10 percent of labor costs.

I
nsurance shall be required to be provided by Project Partner prior to contract negotiations, at the expense of the Project Partner as outlined in the Cost-Sharing Agreement.

P
rior to beginning implementation of a GP5 Project, the Project Partner is responsible for procuring any permits associated with said project.

P
rior to implementation and/or billing for eligible implementation related costs, the Project Partner must complete the CEQA process and provide documentation (where applicable).

V
alley Water will consider CEQA complete when the lead agency has filed a Notice of Determination (NOD) with the Santa Clara County clerk, or upon adequate documentation that the project qualifies for an exemption.

P
rojects must have CEQA completed prior to the awarding of any funds (i.e. before any reimbursements are permitted). If CEQA is not complete, and upon execution of the GP5 agreement, project partner may work on and invoice Valley Water later for eligible costs related to planning and design.

Up to 20 percent of the total award amount may be used for planning and design purposes, and the remaining 80 percent must be spent on implementation.

P
roject Partner shall comply with all federal, state, and local laws and regulations, and Valley Water policies, rules and regulations, including, but not limited to, legal requirements for construction contracts, building codes, health and safety codes, and disabled access laws.

A
ll collateral materials associated with the Project Partner’s GP5 Project, Item 6
Attachment A - Final Palo
Alto GP5 Partner Cost
Share Agreement

Item 6: Staff Report
Pg.
28 Packet Pg. 76 of 1352

11 GP5 PROGRAM GUIDELINES
including, but not limited to signage, educational and marketing materials, must contain Valley Water’s logo that will be provided by staff. Where a Project Partner posts a funder’s sign at the GP5 Project site, the sign shall contain acknowledgment of Valley Water’s contribution.

Insurance Requirements
P
roject Partner shall adhere to the insurance requirements detailed in the Cost-Sharing Agreement’s Insurance Requirements.

F
inal insurance requirements will be issued by Valley Water’s risk manager on a case- by-case basis for each GP5 Project. Details will be included as part of the Cost-Sharing Agreement.

6. PROCESS
a. Valley Water releases revised GP5 Program Guidelines on November 15, 2022.
b. Project Partner submits GP5 applications and project proposals online before June 30, 2024 at 11:59 p.m. (PST).
c. Valley Water evaluates GP5 applications and project proposals applications and approves applications/proposals eligible for GP5 funding. d. Valley Water and Project Partner execute a Cost-Sharing Agreement, which specifies the GP5 funding not-to-exceed amount.
e. Project Partner submits quarterly reports and invoices during the term of the Cost-Sharing Agreement . Reports must include cost accounting review (including quarterly incurred costs eligible for reimbursement) , interim deliverables, GP5 Project documents, and a brief description of GP5 Project status.
f. Valley Water reimburses Project Partner for eligible costs on quarterly basis, subject to the terms and conditions of the Cost-Sharing Agreement. g. Project Partner completes the Project.
h. Project Partner submits a draft of the final report no later than thirty (30) days before expiration of the Cost-Sharing Agreement. Project Partner shall revise all or part of the report, if needed, based on comments from Valley Water. The final report is due on or before the expiration of the Cost- Sharing Agreement unless otherwise approved by Valley Water in writing.

Item 6
Attachment A - Final Palo
Alto GP5 Partner Cost
Share Agreement

Item 6: Staff Report
Pg.
29 Packet Pg. 77 of 1352

12 GP5 PROGRAM GUIDELINES
i. Project Partner submits the final invoice for reimbursable unpaid eligible GP5 costs.
j. Valley Water processes the final payment.
k. Valley Water may perform an audit of the completed Project, including Project Partner’s use of GP5 funds.

7. ADMINISTRATIVE POST AWARD PROVISIONS
Changes to GP5 Project Scope and Schedule
V
alley Water will not approve changes in the GP5 Project scope and schedule included in the Cost -Sharing Agreement, unless the revision supports the original a pplication/proposal approved by Valley Water .

Revisions following execution of the Cost-Sharing Agreement require a written amendment executed by both parties. Changes do not allow for an increase in GP5 funds awarded.

Project Withdrawals
P
roject Partner may withdraw a GP5 Project with notification to Valley Water in writing. Any GP5 funds allocated to a withdrawn GP5 Project must be returned to Valley Water within 45 days of the withdrawal notification.

Payment Process
T
he GP5 program is operated on a reimbursement basis. Up to 100 percent of eligible costs incurred each quarter may be requested for reimbursement in the quarterly invoices , however Valley Water reserves the right to retain up to 10 percent as retention until project completion.

Any retention amounts held will be payable within 30 days of Project Partner’s completion of the GP5 Project.

Payment Request
R
equests for payment are submitted quarterly (electronically) to the GP5 Program Administrator and must be accompanied by documentation to support charges (i.e., subcontractor invoices, receipts, photographs, etc.), and proof of accomplishments for those tasks being charged against.

GP5 Project Completion
GP
5 Projects must be completed within the timeframe specified in the Item 6
Attachment A - Final Palo
Alto GP5 Partner Cost
Share Agreement

Item 6: Staff Report
Pg.
30 Packet Pg. 78 of 1352

13 GP5 PROGRAM GUIDELINES
executed Agreement. Upon completion of the GP5 Project, Project Partner submits the final payment request, final GP5 Project costs, and certification that GP5 Project is complete (i.e., Notice of Completion).

Item 6
Attachment A - Final Palo
Alto GP5 Partner Cost
Share Agreement

Item 6: Staff Report
Pg.
31 Packet Pg. 79 of 1352

14 GP5 PROGRAM GUIDELINES
Payment Request Form
PR
OJECT PARTNER:

AGREEMENT: PROJECT
INVOICE NO.:

GP5 PROJECT TITLE:

1. TYPE OF PAYMENT: Reimbursement Final

2. PAYMENT INFORMATION (Round all figures to the nearest dollar):
a. GP5 Funding Amount $
b. GP5 Funds Received to Date $
c. GP5 Funds Available (a. minus b.) $
d. GP5 Funding Amount of This Request $
e. Remaining GP5 Funds After This Payment (c. minus d.) $

3. SEND PAYMENT TO:

Project Partner Name
Street Address
City, State, Zip Code
Attention:

4. “I certify, under penalty of perjury under the laws of the State of California, that the Quarterly/Monthly Status Report and all attachments, signed on the date below, on behalf of Project Partner, were prepared under my direction or supervision in accordance with a system designed to ensure that qualified personnel properly gather and evaluate the information submitted. Based on my inquiry of the person or persons who manage the system, or those persons directly responsible for gathering the information, the information submitted is to the best of my knowledge and belief, true, accurate, and complete. I am aware that there are significant penalties for submitting false information, including the loss of the current and future funding from Valley Water.”
TYPED OR PRINTED NAME OF PERSON AUTHORIZED BY Title
AGREEMENT:

5. SIGNATURE OF PERSON AUTHORIZED BY AGREEMENT: Date

FOR SANTA CLARA VALLEY WATER DISTRICT USE
ONLY
PAYMENT APPROVAL SIGNATURE Date
Item 6
Attachment A - Final Palo
Alto GP5 Partner Cost
Share Agreement

Item 6: Staff Report
Pg.
32 Packet Pg. 80 of 1352

EXHIBIT B

INSURANCE
Palo Alto represents and warrants that, at its sole cost and expense it will maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property that may arise from, or in connection with its (and its agents, representatives’, employees’ or contractors)’ performance of the services and/or operations herein and the indemnity provisions of this Agreement. (a) T
ypes of Coverage and Minimum Limits

1. Com
mercial General Liability: $1,000,000 per occurrence for bodily injury, personal injury and property damage; and

2. Au
tomobile Liability: $1,000,000 combined single limit per accident for bodily injury and property damage; and

3. Wor
kers' Compensation and Employers Liability: Workers' Compensation limits as required by the California Labor Code and Employers Liability limits of $1,000,000 per accident.
(b) A
uthority to Self-Insure
The r
equirements of this Exhibit B may be satisfied by the provision of similar coverage through a self-insurance program and such self-insurance shall be certified in writing.
(c) C
ontractors
Al
l consultants and or contractors are subject to the same insurance requirements as stated in this Exhibit B, Paragraph A, above.

Item 6
Attachment A - Final Palo
Alto GP5 Partner Cost
Share Agreement

Item 6: Staff Report
Pg.
33 Packet Pg. 81 of 1352

City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Community Services
Meeting Date: June 3, 2024
Report #:2403-2793
TITLE
Approval of General Services Contract No. C24190163 with Musson Theatrical in a Total Not-to Exceed Amount for $101,927 for the Refurbishing of the Stage Rigging System at Lucie Stern Community Theatre; CEQA status – categorically exempt (Regulation 15301).

RECOMMENDATION
Staff recommends that the City Council approve and authorize the City Manager or their designee to execute Contract No. C24190163 (Attachment A) with Musson Theatrical to refurbish the stage rigging system at Lucie Stern Community Theatre for a term of 81 days and a total not-to-exceed amount of $101,927.

BACKGROUND
The Lucie Stern Community Theatre is a historic building built in 1932 and has been renovated and expanded over the years. The original rigging system for the theater stage was initially installed in 1981 and includes a fire curtain and 24 counterweight sets in the fly house. All counterweight sets are installed on a T-bar guide wall with an upright head and loft block configuration. During a professional inspection in 2019, it was recommended to refurbish line sets one through ten based on wear and tear of the components of those systems.

The contractor will refurbish line sets one through ten of the Lucie Stern's counterweight fly system and return the system to proper operating condition following the work. The project window for completion is May 13, 2024, through August 2, 2024, to coincide with the theater seat replacement project.

ANALYSIS
On Monday, February 12, 2024, a request for proposals (RFP) was posted on OpenGov through the City’s eProcurement platform and 2,945 service providers were notified. The solicitation period closed on March 6, 2024, and a total of 13 service providers downloaded the RFP package.

The Community Services Department received one response from Musson Theatrical.

Item 7
Item 7 Staff Report

Item 7: Staff Report
Pg.
1 Packet Pg. 82 of 1352

Table #1: Summary of Request for Proposal
Bid Name/ Number Theater Rigging Refurbishment (RFP190163) Number of Contractors Notified 2,945
Number of Proposal Packages Downloaded 13
Total Days to Respond to Proposal 33
Number of Proposals Received 1
Public Link to Solicitation https://procurement.opengov.com/governments/ 650/projects/77367/builder
Bid Price Range $101,927
Staff reviewed Musson Theatrical’s proposal and determined it responsive. The proposal was evaluated on pre-determined criteria which included:

1. Quality and completeness of proposal

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

3. Consultant or contractor’s experience, including the experience of staff to be assigned to the project, with engagements of similar scope and complexity

4. Proposed cost to the City

5. Consultant or contractor’s financial condition and stability

6. Consultant or contractor’s ability to perform the contract within the time specified

7. Consultant or contractor’s compliance with applicable laws, regulations, policies (including city policies), guidelines and orders governing prior or existing contracts performed by the consultant or contractor
Although only one proposal was received, staff are satisfied with the scope and cost of the proposal. Musson Theatrical was awarded the contract because of the quality and effectiveness of their services, the experience of their staff, and their prior record of performance with the City. In addition, Musson’s proposal is approximately $15,000 under budget.

Staff verified Musson Theatrical‘s status with the Contractor’s State License Board. Staff also have been satisfied with Musson Theatrical on various projects for the Lucie Stern Community Theatre, Children’s Theatre, and Cubberley Community Theatre.

Work under the contract will be performed through the project window May 13, 2024, through August 2, 2024.

FISCAL/RESOURCE IMPACT
Funding for this contract is available in the Fiscal Year 2024 Adopted Capital Improvement Program (AC-24000).

Item 7
Item 7 Staff Report

Item 7: Staff Report
Pg.
2 Packet Pg. 83 of 1352

STAKEHOLDER ENGAGEMENT
This project is part of the Community Service’s Capital Improvement Program funded by Palo Alto. The open meetings on the budget process serve as the main vehicle for engaging the community on projects such as this. Community outreach was not deemed necessary.

ENVIRONMENTAL REVIEW
This amendment is exempt from the provisions of the California Environmental Quality Act (CEQA) pursuant to section 15301 (installation of small new equipment) of the CEQA guidelines.

ATTACHMENTS
Attachment A: Musson Theatrical Contract C24190163
APPROVED BY:

Kristen O'Kane, Community Services Director
Item 7
Item 7 Staff Report

Item 7: Staff Report
Pg.
3 Packet Pg. 84 of 1352

City of Palo Alto General Services Agreement 1 Rev. March 29, 2018

CITY OF PALO ALTO CONTRACT NO. C24190163

GENERAL SERVICES AGREEMENT

THIS AGREEMENT made and entered into on the 5th day of April, 2024, by and between the CITY OF PALO ALTO, a California c hartered municipal corporation (“CITY”), and MUSSON THEATRICAL, INC. , a California corporation , located at 890 Walsh Avenue, Santa Clara, CA 95050 Telephone Number: (408) 288- 5111 (“CONTRACTOR”). In consideration of their mutual covenants, the parties hereto agree as follows:

1. SERVICES. CONTRACTOR shall provide or furnish the services ( the “Services”) described in the Scope of Services, attached at Exhibit A.

Optional On -Call Provision (This provision only applies if checked and only applies to on-call agreements.)
Services will be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-1. Each Task Order shall designate a CITY Project Manager and shall contain a specific scope of work, a specific schedule of performance and a specific compensation amount. The total price of all Task Orders issued under this Agreement shall not exceed the amount of Compensation set forth in Section 5 of this Agreement. CONTRACTOR shall only be compensated for work performed under an authorized Task Order and CITY may elect, but is not required, to authorize work up to the maximum compensation amount set forth in Section

5. 2. EXHIBITS. The following exhibits are attached to and made a part of this Agreement:

“A” - Scope of Services
“B” - Schedule of Performance
“C” – Schedule of Fees
“D” - Insurance Requirements

CONTRACT IS NOT COMPLETE UNLESS ALL INDICATED EXHIBITS ARE ATTACHED.

3. TERM.

The term of this Agreement is from May 13, 2024 to August 2, 2024 inclusive, subject to the provisions of Sections R and W of the General Terms and Conditions.

DocuSign Envelope ID: C59164CE-77D8-4037-9281-344251337D63 Item 7
Attachment A - Musson
Theatrical Contract
C24190163

Item 7: Staff Report
Pg.
4 Packet Pg. 85 of 1352

City of Palo Alto General Services Agreement 2 Rev. March 29, 2018

4. SCHEDULE OF PERFORMANCE. CONTRACTOR shall complete the Services within the term of this Agreement in a reasonably prompt and timely manner based upon the circumstances and direction communicated to CONTRACTOR, and if applicable, in accordance with the schedule set forth in the Schedule of Performance, attached at Exhibit B. Time is of the essence in this Agreement.

5. COMPENSATION FOR ORIGINAL TERM. CITY shall pay and CONTRACTOR agrees to accept as not-to-exceed compensation for the full performance of the Services and reimbursable expenses, if any:

The total maximum lump sum compensation of One Hundred One Thousand, Nine Hundred Twenty-Seven dollars ($101,927.00); OR

The sum of dollars ($ ) per hour, not to exceed a total maximum compensation amount of dollars ($ ); OR

A sum calculated in accordance with the fee s chedule set forth at Exhibit C, not to exceed a total maximum compensation amount of dollars ($ ).

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

CITY has set aside the sum of dollars ($ ) for Additional Services. CONTRACTOR shall provide Additional Services only by advanced, written auth orization from the City Manager or designee.

CONTRACTOR, at the CITY’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONTRACTOR’s proposed maximum compensation, including reimbursable expense, for such services. Compensation shall be based on the hourly rates set forth above or in Exhibit C (whichever is applicable), or if such rates are not applicable, a negotiated lump sum. CITY shall not authorize and CONTRACTOR shall not perform any Additional Services for which payment would exceed the amount set forth above for Additional Services. Payment for Additional Services is subject to all requirements and restrictions in this Agreement.

6. COMPENSATION DURING ADDITIONAL TERMS.

CONTRACTOR’S compensation rates for each additional term shall be the same as the original term; OR
DocuSign Envelope ID: C59164CE-77D8-4037-9281-344251337D63 Item 7
Attachment A - Musson
Theatrical Contract
C24190163

Item 7: Staff Report
Pg.
5 Packet Pg. 86 of 1352

City of Palo Alto General Services Agreement 3 Rev. March 29, 2018

CONTRACTOR’s compensation rates shall be adjusted effective on the commencement of each Additional Term. Th e lump sum compensation amount, hourly rates, or fees, whichever is applicable as set forth in section 5 above, shall be adjusted by a percentage equal to the change in the Consumer Price Index for Urban Wage Earners and Clerical Workers for the San Francisco -Oakland- San Jose area, published by the United States Department of Labor Statistics (CPI) which is published most immediately preceding the commencement of the applicable Additional Term, which shall be compared with the CPI published most immediately preceding the commencement date of the then expiring term. Notwithstanding the foregoing, in no event shall CONTRACTOR’s compensation rates be increased by an amount exceeding five percent of the rates effective during the immediately preceding term. An y adjustment to CONTRACTOR’s compensation rates shall be reflected in a written amendment to this Agreement.

7. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For purposes of this Section 7, 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. Public Contract Code Section 9204 mandates certain claims procedures for Public Works Projects, which are set forth in “Appendix __ Claims for Public Contract Code Section 9204 Public Works Projects”.

This project is a 9204 Public Works Project and is required to comply with the claims procedures set forth in Appendix __, attached hereto and incorporated herein.

This project is not a 9204 Public Works Project.

8. INVOICING. Send all invoices to CITY, Attention: Project Manager. The Project Manager is : Brian Haines , [email protected]. Dept.:

Community Services , Telephone: . Invoices shall be submitted in arrears for Services performed. Invoices shall not be submitted more frequently than monthly. Invoices shall provide a detailed statement of Services performed during the invoice period and are subject to verification by CITY. CITY shall pay the undisputed amount of invoices within 30 days of receipt.

GENERAL TERMS AND CONDITIONS

DocuSign Envelope ID: C59164CE-77D8-4037-9281-344251337D63 Item 7
Attachment A - Musson
Theatrical Contract
C24190163

Item 7: Staff Report
Pg.
6 Packet Pg. 87 of 1352

City of Palo Alto General Services Agreement 4 Rev. March 29, 2018

A. ACCEPTANCE. CONTRACTOR accepts and agrees to all terms and conditions of this Agreement. This Agreement includes and is limited to the terms and conditions set forth in sections 1 through 8 above, these general terms and conditions and the attached exhibits.

B. QUALIFICATIONS. CONTRACTOR represents and warrants that it has the expertise and qualifications to complete the services described in Section 1 of this Agreement, entitled “SERVICES,” and that every individual charged with the performance of the services under this Agreement has sufficient skill and experience and is duly licensed or certified, to the extent such licensing or certification is required by law, to perform the Services. CITY expressly relies on CONTRACTOR’s representations regarding its skills, knowledge, and certifications.

CONTRACTOR shall perform all work in accordance with generally accepted business practices and performance standards of the industry, including all federal, state, and local operation and safety regulations.

C. INDEPENDENT CONTRACTOR. It is understood and agreed that in the performance of this Agreement, CONTRACTOR and any person employed by CONTRACTOR shall at all times be considered an independent CONTRACTOR and not an agent or em ployee of CITY. CONTRACTOR shall be responsible for employing or engaging all persons necessary to complete the work required under this Agreement.

D. SUBCONTRACTORS. CONTRACTOR may not use subcontractors to perform any Services under this Agreement unless CONTRACTOR obtains prior written consent of CITY. CONTRACTOR shall be solely responsible for directing the work of approved subcontractors and for any compensation due to subcontractors.

E. TAXES AND CHARGES. CONTRACTOR shall be responsible for payment of all taxes, fees, contributions or charges applicable to the conduct of CONTRACTOR’s business.

F. COMPLIANCE WITH LAWS. CONTRACTOR shall in the performance of the Services comply with all applicable federal, state and local laws, ordinances, regulations, and orders.

G. 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 DocuSign Envelope ID: C59164CE-77D8-4037-9281-344251337D63 Item 7
Attachment A - Musson
Theatrical Contract
C24190163

Item 7: Staff Report
Pg.
7 Packet Pg. 88 of 1352

City of Palo Alto General Services Agreement 5 Rev. March 29, 2018

shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code section 4.62.060.

H. DAMAGE TO PUBLIC OR PRIVATE PROPERTY. CONTRACTOR shall, at its sole expense, repair in kind, or as the City Manager or designee shall direct, any damage to public or private property that occurs in connection with CONTRACTOR’s performance of the Se rvices. CITY may decline to approve and may withhold payment in whole or in part to such extent as may be necessary to protect CITY from loss because of defective work not remedied or other damage to the CITY occurring in connection with CONTRACTOR’s performance of the Services. CITY shall submit written documentation in support of such withholding upon CONTRACTOR’s request. When the grounds described above are removed, payment shall be made for amounts withheld because of them.

I. WARRANTIES. CONTRACTOR expressly warrants that all services provided under this Agreement shall be performed in a professional and workmanlike manner in accordance with generally accepted business practices and performance standards of the industry and the requirements of this Agreement. CONTRACTOR expressly warrants that all materials, goods and equipment provided by CONTRACTOR under this Agreement shall be fit for the particular purpose intended, shall be free from defects, and shall conform to the requirements of this Agreement. CONTRACTOR agrees to promptly replace or correct any material or service not in compliance with these warranties, including incomplete, inaccurate, or defective material or service, at no further cost to CITY. The warranties set forth in this section shall be in effect for a period of one year from completion of the Services and shall survive the completion of the Services or termination of this Agreement.

J. MONITORING OF SERVICES. CITY may monitor the Services performed under this Agreement to determine whether CONTRACTOR’s work is completed in a satisfactory manner and complies with the provisions of this Agreement.

K. CITY’S PROPERTY. Any reports, information, data or other mat erial (including copyright interests) developed, collected, assembled, prepared, or caused to be prepared under this Agreement will become the property of CITY without restriction or limitation upon their use and will not be made available to any individual or organization by CONTRACTOR or its subcontractors, if any, without the prior written approval of the City Manager.

L. AUDITS. CONTRACTOR agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for three (3) years from the date of final payment, CONTRACTOR’s records pertaining to matters covered by this Agreement. CONTRACTOR agrees to maintain accurate DocuSign Envelope ID: C59164CE-77D8-4037-9281-344251337D63 Item 7
Attachment A - Musson
Theatrical Contract
C24190163

Item 7: Staff Report
Pg.
8 Packet Pg. 89 of 1352

City of Palo Alto General Services Agreement 6 Rev. March 29, 2018

books and records in accordance with generally accepted accounting principles for at least three (3) following the terms of this Agreement.

M. NO IMPLIED WAIVER. No payment, partial payment, acceptance, or partial acceptance by CITY shall operate as a waiver on the part of CITY of any of its rights under this Agreement.

N. INSURANCE. CONTRACTOR, at its sole cost, shall purchase and maintain in full force during the term of this Agreement, the insurance coverage described at Exhibit D. Insurance must be provided by companies with a Best’s Key Rating of A- :VII or higher and which are otherwise acceptable to CITY’s Risk Manager. The Risk Manager must approve deductibles and self- insured retentions. In addition, all policies, endorsements, certificates and/or binders are subject to approval by the Risk Manager as to form and content. C ONTRACTOR shall obtain a policy endorsement naming the City of Palo Alto as an additional insured under any general liability or automobile policy. CONTRACTOR shall obtain an endorsement stating that the insurance is primary coverage and will not be cance led or materially reduced in coverage or limits until after providing 30 days prior written notice of the cancellation or modification to the Risk Manager. CONTRACTOR shall provide certificates of such policies or other evidence of coverage satisfactory to the Risk Manager, together with the required endorsements and evidence of payment of premiums, to CITY concurrently with the execution of this Agreement and shall throughout the term of this Agreement provide current certificates evidencing the required insurance coverages and endorsements to the Risk Manager. CONTRACTOR shall include all subcontractors as insured under its policies or shall obtain and provide to CITY separate certificates and endorsements for each subcontractor that meet all the requirements of this section. The procuring of such required policies of insurance shall not operate to limit CONTRACTOR’s liability or obligation to indemnify CITY under this Agreement.

O. HOLD HARMLESS. To the fullest extent permitted by law and without limitation by the provisions of section N relating to insurance, CONTRACTOR shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents from and against any and all demands, claims, injuries, losses, or liabilities of any nature, including death or injury to any person, property damage or any other loss and including without limitation all damages, penalties, fines and judgments, associated investigation and administrative expenses and defense costs, including, but not limited to reasonable attorney’s fees, courts costs and costs of alternative dispute resolution), arising out of, or resulting in any way from or in connection with the performance of this Agreement. CONTRACTOR’s obligations under this Section apply regardless of whether or not a liability is caused or contributed to by any negligent (passive or active) act or omission of CITY, except that CONTRACTOR shall not be obligated to indemnify for liability arising from the sole negligence or willful misconduct of CITY. The acceptance of DocuSign Envelope ID: C59164CE-77D8-4037-9281-344251337D63 Item 7
Attachment A - Musson
Theatrical Contract
C24190163

Item 7: Staff Report
Pg.
9 Packet Pg. 90 of 1352

City of Palo Alto General Services Agreement 7 Rev. March 29, 2018

the Services by CITY shall not operate as a waiver of the right of indemnification.

The provisions of this Section survive the completion of the Services or termination of this Agreement.

P. NON-DISCRIMINATION. As set forth in Palo Alto Municipal Code section 2.30.510, CONTRACTOR certifie s that in the performance of this Agreement, it shall not discriminate in the employment of any person because of the race, skin color, gender, age, religion, disability, national origin, ancestry, sexual orientation, housing status, marital status, familial status, weight or height of such person.

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.

Q. WORKERS' COMPENSATION . CON TRACTOR, by executing this Agreement, certifies that it is aware of the provisions of the Labor Code of the State of Califor- nia which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that Code, and certifies that it will comply with such provisions, as applicable, before commencing and during the performance of the Services.

R. TERMINATION. The City Manager may terminate this Agreement without cause by giving ten (10) days’ prior written notice thereof to CONTRACTOR. If CONTRACTOR fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided by law, the City Manager may terminate this Agreement immediately upon written notice of termination.

Upon receipt of such notice of termination, CONTRACTOR shall immediately discontinue performance. CITY shall pay CONTRACTOR for services satisfactorily performed up to the effective date of termination. If the termination is for cause, CITY may deduct from such payment the amount of actual damage, if any, sustained by CITY due to CONTRACTOR’s failure to perform its material obligations under this Agreement. Upon termination, CONTRACTOR shall immediately deliver to the City Manager any and all copies of studies, sketches, drawings, computations, and other material or products, whether or not c ompleted, prepared by CONTRACTOR or given to CONTRACTOR, in connection with this Agreement. Such materials shall become the property of CITY.

S. ASSIGNMENTS/CHANGES. This Agreement binds the parties and their successors and assigns to all covenants of this Agreement. This Agreement shall not be assigned or transferred without the prior written consent of CITY. No amendments, changes or variations of any kind are authorized without the written consent of CITY.

DocuSign Envelope ID: C59164CE-77D8-4037-9281-344251337D63 Item 7
Attachment A - Musson
Theatrical Contract
C24190163

Item 7: Staff Report
Pg.
10 Packet Pg. 91 of 1352

City of Palo Alto General Services Agreement 8 Rev. March 29, 2018

T. CONFLICT OF INTEREST. In accepting this Agreement, CONTRACTOR 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 this Agreement. CONTRACTOR further covenants that, in the performance of this Agreemen t, it will not employ any person having such an interest. CONTRACTOR certifies that no C ITY officer, employee, or authorized representative has any financial interest in the business of CONTRACTOR and that no person associated with CONTRACTOR has any interest, direct or indirect, which could conflict with the faithful performance of this Agreement . CONTRACTOR agrees to advise CITY if any conflict arises.

U. GOVERNING LAW. This Agreement shall be governed and interpreted by the laws of the State of California.

V. ENTIRE AGREEMENT. This Agreement, including all exhibits, represents the entire agreement between the parties with respect to the services that may be the subject of this Agreement. Any variance in the exhibits does not affect the validity of the Agreement and the Agreement itself controls over any conflicting provisions in the exhibits. This Agreement supersedes all prior agreements, representations, statements, negotiations and undertakings whether oral or written.

W. 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. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement.

X. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CON TRACTOR shall comply with CITY ’s Environmentally Preferred Purchasing policies which are available at CITY ’s Purchasing Division, which are incorporated by reference and may be amended from time to time.

CONTRACTOR shall comply with waste reduction, reuse, recycling an d 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, CONTRACTOR shall comply with the following zero waste requirements:
• All printed materials provided by CONTRACTOR to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double- sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY ’s Project Manager. Any DocuSign Envelope ID: C59164CE-77D8-4037-9281-344251337D63 Item 7
Attachment A - Musson
Theatrical Contract
C24190163

Item 7: Staff Report
Pg.
11 Packet Pg. 92 of 1352

City of Palo Alto General Services Agreement 9 Rev. March 29, 2018

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.
• Goods purchased by Contractor 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 cop y of this policy is on file at the Purchasing Division’s office.
• Reusable/returnable pallets shall be taken back by CONTRCATOR, at no additional cost to CITY, for reuse or recycling. CONTRACTOR shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed.

Y. AUTHORITY. The individual(s) executing this Agreement on behalf of the parties represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.

Z. 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 SB 7, if the Agreement is not a public works contract, if Agreement does not include a public works construction project of more than $25,000, or the Agreement does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000.

Contractor is required to pay general prevailing 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 the provisions of Section 1773 of the Labor Code of the State of California, the City Council 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’s 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 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages.

DocuSign Envelope ID: C59164CE-77D8-4037-9281-344251337D63 Item 7
Attachment A - Musson
Theatrical Contract
C24190163

Item 7: Staff Report
Pg.
12 Packet Pg. 93 of 1352

City of Palo Alto General Services Agreement 10 Rev. March 29, 2018

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

CITY requires C ONTRACTOR 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.

DocuSign Envelope ID: C59164CE-77D8-4037-9281-344251337D63 Item 7
Attachment A - Musson
Theatrical Contract
C24190163

Item 7: Staff Report
Pg.
13 Packet Pg. 94 of 1352

City of Palo Alto General Services Agreement 11 Rev. March 29, 2018

[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.

BB. CONTRACT TERMS. All unchecked boxes do not apply to this Agreement. In the case of any conflict between the terms of this Agreement and the exhibits hereto or CONTRACTOR’s proposal (if any), the Agreement shall control. In the case of any conflict between the exhibits hereto and CONTRACTOR’s proposal, the exhibits shall control.

CC. INSTALLATION. Musson's installation staff will require a clear stage free of equipment, events, rehearsals, and productions, prior to commencement of any work. In addition, our staff will need unrestricted full-day access to and from the stage, and access to the nearest loading area.

DD. INTERRUPTIONS. During installation, the stage and related areas should be considered-a-construction-zone. In the -interest of- public safety, our staff must have exclusive 24-hour use of the stage and related areas until the installation is complete.

If scheduling problems arise, Musson will make every effort to adjust our work schedules around those needs, provided such conflicts are stated in writing at least seven days prior to the installation date. If Musson is not advised of such conflicts, and as a result, the installation cannot proceed as scheduled; a work interruption surcharge of $125.00 per crew person/per hour may be assessed.

EE. C ONFLICTS. Should there be any conflicts with the above items, please contact Musson as soon as possible so that appropriate schedule accommodations may be made.

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

CITY OF PALO ALTO MUSSON THEATRICAL, INC.

DocuSign Envelope ID: C59164CE-77D8-4037-9281-344251337D63 Item 7
Attachment A - Musson
Theatrical Contract
C24190163

Item 7: Staff Report
Pg.
14 Packet Pg. 95 of 1352

City of Palo Alto General Services Agreement 12 Rev. March 29, 2018

______________________________ By________________________________________ City Manager or Designee
Name _____________________________________

Title_______________________________________

__________________________ Telephone: _______________________________ Purchasing Manager or Designee

Approved as to form:

___________________________
City Attorney or Designee

DocuSign Envelope ID: C59164CE-77D8-4037-9281-344251337D63 David Rimerman
General Manager
Item 7
Attachment A - Musson
Theatrical Contract
C24190163

Item 7: Staff Report
Pg.
15 Packet Pg. 96 of 1352

City of Palo Alto General Services Agreement 13 Rev. March 29, 2018

EXHIBIT A

SCOPE OF SERVICES

1. GENERAL INFORMATION
The Community Services Department is seeking rigging services to retrofit the components of the stage rigging system at the Lucie Stern Community Theatre that are most heavily used. The Lucie Stern Community Theatre is located at 1905 Middlefield Rd, Palo Alto, CA 94301.

2. DESCRIPTION OF PROJECT
The Lucie Stern Community Center is a historic building. Originally built in 1932, it has been expanded and renovated over the years.

The rigging system was originally installed in 1981 includes a fire curtain, and 24 counterweight sets in the fly house. All counterweight sets are installed on a T-bar guide wall with an upright head and loft block configuration.

During a professional inspection of the rigging system in 2019, it was recommended to refurbish line sets 1 through 10 based on wear and tear of the components of those systems. Lineset 3 is the first electric, other linesets are general use.

REPLACE:

• Headblocks, loft blocks, mule blocks, with new
nylatron assemblies
• Lift lines, cable terminations, turnbuckles. battens. • Purchase lines and rope locks on line sets
SERVICE:
• Existing tension blocks and guide assemblies or replace as needed.
• Existing arbor assemblies or replace as needed
• Service and clean existing roof mount line
diverters as needed
• Test serviced sets set for proper operation and
function.

NOTES:

1. Price stated is for specified work on sets 1-10 only .

2. Please allow 10-15 days to complete repairs.

3. Bonding is available at the additional rate of 3% + al.5% processing fee.

4. Standard insurance Coverages are included.

DocuSign Envelope ID: C59164CE-77D8-4037-9281-344251337D63 Item 7
Attachment A - Musson
Theatrical Contract
C24190163

Item 7: Staff Report
Pg.
16 Packet Pg. 97 of 1352

City of Palo Alto General Services Agreement 14 Rev. March 29, 2018

5. References are available upon request.

6. Musson Theatrical, Inc. provides a one-year warranty against defects of materials and workmanship, on all new products installed.

DocuSign Envelope ID: C59164CE-77D8-4037-9281-344251337D63 Item 7
Attachment A - Musson
Theatrical Contract
C24190163

Item 7: Staff Report
Pg.
17 Packet Pg. 98 of 1352

City of Palo Alto General Services Agreement 15 Rev. March 29, 2018

EXHIBIT B

SCHEDULE OF PERFORMANCE

CHOOSE ONE OF THESE ALTERNATIVES TO DESCRIBE SCHEDULE:

Alternative 1.

CONTRACTOR shall perform the Services according to the following schedule:

Alternative 2.

CONTRACTOR shall perform the Services so as to complete each task within the time period specified below. The time to complete each task may be increased or decreased by mutual written agreement of the project managers for CONTRACTOR and CITY so long as all work is completed within the term of the Agreement. Upon request CONTRACTOR shall provide a detailed schedule of work consistent with the schedule below.

Task Complete

1. The Contractor shall refurbish line sets one through 57 Working Days to be Completed ten of the Theatre’s counterweight fly system. Between May 13, 2024 and August 2, 2024

DocuSign Envelope ID: C59164CE-77D8-4037-9281-344251337D63 Item 7
Attachment A - Musson
Theatrical Contract
C24190163

Item 7: Staff Report
Pg.
18 Packet Pg. 99 of 1352

City of Palo Alto General Services Agreement 16 Rev. March 29, 2018

EXHIBIT C

SCHEDULE OF FEES

CHOOSE ONE OF THE FOLLOWING TYPES OF STANDARD

COMPENSATION LANGUAGE AND MODIFY AS NECESSARY

ALTERNATIVE 1. Compensation based upon deliverables

CITY shall compensate CONTRACTOR for performance of the Services according to the following schedule, with the maximum amount of compensation not to exceed the amount stated in Sections 5 and 6 of this Agreement:

All Payments are based upon CITY’s acceptance of CONTRACTOR’s performance of the phase as evidenced by successful completion of the Deliverable for that Phase. C ITY shall have no obligation to pay unless CONTRACTOR has successfully completed and CITY has approved the Project Phase for which payment is due.

The maximum amount of compensation to be paid to C ONTRACTOR, including both payment for services and reimbursable expenses, shall not exceed the amounts stated in Sections 5 and 6 of the Agreement . Any hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to CITY.

DocuSign Envelope ID: C59164CE-77D8-4037-9281-344251337D63 Item 7
Attachment A - Musson
Theatrical Contract
C24190163

Item 7: Staff Report
Pg.
19 Packet Pg. 100 of 1352

City of Palo Alto General Services Agreement 17 Rev. March 29, 2018

ALTERNATIVE 2. Compensation based upon task
CONTRACTOR shall perform the tasks as described and budgeted below. C ITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below provided the total compensation for the Services including reimbursable expenses, does not exceed the amounts set forth in Sections 5 and 6 of the Agreement . Any services provided or hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to CITY.

DESCRIPTION OF TASK NOT TO EXCEED COMPENSATION

PER TASK INCLUDING

REIMBURSABLES

Task 1 $101,927.00
(The Contractor shall refurbish line sets
one through ten of the Theatre’s
counterweight fly system.)

Task 2 $
( )

Task 3 $
( )

Task 4 $
( )

Task 5 $
( )

DocuSign Envelope ID: C59164CE-77D8-4037-9281-344251337D63 Item 7
Attachment A - Musson
Theatrical Contract
C24190163

Item 7: Staff Report
Pg.
20 Packet Pg. 101 of 1352

City of Palo Alto General Services Agreement 18 Rev. March 29, 2018

ALTERNATIVE 3. Compensation based upon fee schedule

CITY shall pay CONTRACTOR according to the following rate schedule . The maximum amount of compensation to be paid to CONTRACTOR, including both payment for services and reimbursable expenses, shall not exceed the amounts set forth in Sections 5 and 6 of the Agreement. Any services provided or hours worked for which payment would result in a total exceeding the maximum amount of compensation set forth herein shall be at no cost to CITY.

INSERT DETAILED RATE SCHEDULE

DocuSign Envelope ID: C59164CE-77D8-4037-9281-344251337D63 Item 7
Attachment A - Musson
Theatrical Contract
C24190163

Item 7: Staff Report
Pg.
21 Packet Pg. 102 of 1352

City of Palo Alto General Services Agreement 19 Rev. March 29, 2018

EXHIBIT D

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 AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR

HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.

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

REQUIRED TYPE OF COVERAGE REQUIREMENT

MINIMUM LIMITS
EACH

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

STATUTORY

YES

GENERAL LIABILITY, INCLUDING

PERSONAL INJURY, BROAD FORM

PROPERTY DAMAGE BLANKET

CONTRACTUAL, AND FIRE LEGAL

LIABILITY

BODILY INJURY

PROPERTY DAMAGE

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

$1,000,000

YES AUTOMOBILE LIABILITY,

INCLUDING ALL OWNED, HIRED,

NON-OWNED

BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE

PROPERTY DAMAGE

BODILY INJURY AND PROPERTY

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

$1,000,000

$1,000,000
$1,000,000
$1,000,000
$1,000,000

$1,000,000

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

I. INSURANCE COVERAGE MUST INCLUDE:

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

II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE.

III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS”

A. PRIMARY COVERAGE

DocuSign Envelope ID: C59164CE-77D8-4037-9281-344251337D63 Item 7
Attachment A - Musson
Theatrical Contract
C24190163

Item 7: Staff Report
Pg.
22 Packet Pg. 103 of 1352

City of Palo Alto General Services Agreement 20 Rev. March 29, 2018

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.

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 DA TE FOR ANY

REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY 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 ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.

NOTICES SHALL BE EMAILED TO: [email protected]

DocuSign Envelope ID: C59164CE-77D8-4037-9281-344251337D63 Item 7
Attachment A - Musson
Theatrical Contract
C24190163

Item 7: Staff Report
Pg.
23 Packet Pg. 104 of 1352

City of Palo Alto General Services Agreement 21 Rev. March 29, 2018

DocuSign Envelope ID: C59164CE-77D8-4037-9281-344251337D63 Item 7
Attachment A - Musson
Theatrical Contract
C24190163

Item 7: Staff Report
Pg.
24 Packet Pg. 105 of 1352

City of Palo Alto General Services Agreement 22 Rev. March 29, 2018

DocuSign Envelope ID: C59164CE-77D8-4037-9281-344251337D63 Item 7
Attachment A - Musson
Theatrical Contract
C24190163

Item 7: Staff Report
Pg.
25 Packet Pg. 106 of 1352

City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Utilities
Meeting Date: June 3, 2024
Staff Report: 2403-2725
TITLE
Recommendation to Adopt a Resolution Authorizing the City Manager or Their Designee to Execute the Transmission Owner Rate Case Program Agreement With Northern California Power Agency; CEQA Status: Not a Project Under CEQA Guidelines Section 15378(a)

RECOMMENDATION
Staff recommends the City Council adopt a Resolution (Attachment A) to authorize the City Manager, or their designee, to execute the Transmission Owner Rate Case Program Agreement (Exhibit A to Attachment A) with Northern California Power Agency (NCPA) for the City of Palo Alto (City) to participate in NCPA’s Transmission Owner Rate Case Program.

EXECUTIVE SUMMARY
The purpose of the proposed new NCPA Transmission Owner (TO) Rate Case Program is to advocate to preserve the value of transmission owned by members and to contain California Independent System Operator (CAISO) transmission costs, by monitoring, analyzing, and participating in TO rate cases and any appeals before the Federal Energy Regulatory Commission (FERC) and engaging in related filings as necessary.

The City has participated in TO Rate Cases and other activities through the Transmission Agency of Northern California (TANC) for several years through 2023. The TO Rate Case advocacy work via TANC provided between $400,000-$800,000 in benefits to the City per year over the past several years. At the end of 2023 some TANC members decided to no longer jointly fund litigation and other activities related to the annual TO Owner Rate Cases.

Utilities staff and several other utility members of the joint powers agency NCPA continued the successful work on transmission rate advocacy which has culminated in the NCPA’s Transmission Item 8
Item 8 Staff Report

Item 8: Staff Report
Pg.
1 Packet Pg. 107 of 1352

Owner Rate Case Program Agreement, attached. 1 The work will be funded by a subset of NCPA member utilities who are also in the CAISO.

The cost to the City is expected to be approximately $50,000-$100,000 per year, with the goal of achieving, via the City’s participation, an average savings of approximately $400,000 per year in lower transmission charges.

On March 28, 2024 the NCPA Commission approved the Transmission Owner Rate Case Program Agreement. The City Council authorization for the City Manager or designee to execute the Transmission Owner Rate Case Program Agreement is required for the City to participate.

ANALYSIS
The key terms include the following:
•Contract Term – ongoing unless terminated by consent of all parties (Section 4.2). •Price – costs are allocated based on each participant’s share as stated in the City’s existing Power Management and Administrative Services Agreement with NCPA (Section 6.1); the City’s share is 11.64% of the anticipated average of $600,000 per year, or $70,000 for this year. Previously this advocacy was jointly funded by all members of TANC, but Palo Alto’s cost share was similar.
•Withdrawal Right – requires at least two-year notice of withdrawal from the TO Rate Case Program Agreement, effective on the last day of a fiscal year (Section 5.2). All obligations incurred by withdrawing participant remain the responsibility of the participant (Section

5.3).

FISCAL/RESOURCE IMPACT
If the City Council approves the execution of this agreement with NCPA, the City will be included in NCPA’s TO Rate Case Program. The TO Rate Case Program activities for 2024 are currently operating under NCPA Commission approval under NCPA Power Management and Administrative Services Agreement, with a budget authorization of up to $70,000 for Palo Alto.

The City’s cost share of total TO Rate Case Program expenses will be based on the City’s proportion of annual energy load relative to participating NCPA members (currently 11.64% for 2024).

1 Each of the participants in NCPA’s Transmission Owner Rate Case Program Agreement is also a signatory to NCPA’s 2014 Power Management and Administrative Services Agreement, which establishes the framework under which NCPA members may enter into individual service agreements with NCPA, such as the TO Rate Case Program Agreement presented here.

Item 8
Item 8 Staff Report

Item 8: Staff Report
Pg.
2 Packet Pg. 108 of 1352

NEXT STEPS
Once all participants have executed the TO Rate Case Program Agreement, NCPA will sign the Program Agreement to make it effective.

POLICY IMPACT
Approval of the proposed amendment is in conformance with the City’s Sustainability and Climate Action Plan (S/CAP) and the Electric Utilities’ Integrated Resource Plan.

ENVIRONMENTAL REVIEW
The City Council’s approval of this amendment to participate in the TO Rate Case Program does not meet the definition of a project under the California Environmental Quality Act (CEQA), pursuant to Public Resources Code Section 21065 and CEQA Guidelines Section 15378(a) because it will not result in a direct or indirect physical change in the environment.

ATTACHMENTS
Attachment A: Resolution Approving Transmission Owner Rate Case Program Agreement with NCPA
APPROVED BY:

Dean Batchelor, Director of Utilities
Staff: Lena Perkins, PhD., Senior Resource Planner
Item 8
Item 8 Staff Report

Item 8: Staff Report
Pg.
3 Packet Pg. 109 of 1352

Attachment A

* NOT YET APPROVED *
6056832 1

Resolution No. _________
Resolution of the Council of the City of Palo Alto Authorizing the City Manager or Their Designee to Execute the Transmission Owner Rate Case Program with the Northern California Power Agency

R E C I T A L S

A. The City of Palo Alto (City) has participated in annual Transmission Owner Rate Cases in an effort to contain California Independent System Operator (CAISO) transmission costs for over ten years, via its membership in the joint powers agency the Transmission Agency of Northern California (TANC).

B. At the end of 2023 some TANC member agencies decided to no longer jointly fund litigation and other activities related to the annual Transmission Owner Rate Cases.

C. Utilities staff from the City along with the staff of several other member utilities of the joint powers agency Northern California Power Agency (NCPA) requested that NCPA initiate a program to carry forward this transmission rate advocacy work starting in 2024 in order to help contain transmission rate costs to City electric customers.

D. Utilities staff has conducted an economic assessment of the City’s participation in NCPA’s Transmission Owner Rate Case Program and concluded that it would provide a net benefit to the City.

E. The proposed TO Rate Case Program Agreement offers a strategic opportunity to help contain increasing transmission costs, improve the long-term affordability of the City’s electricity and advance the City’s sustainability objectives.

F. The cost to the City to participate in NCPA’s TO Rate Case Program is expected to be approximately $50,000-$100,000 per year, with the goal of achieving an average savings of approximately $400,000 per year in lower transmission charges.

G. On March 28, 2024 the NCPA Commission approved the Transmission Owner Rate Case Program Agreement. Council authorization for the City Manager or their designee to execute the Transmission Owner Rate Case Program Agreement is required for the City to participate.

The Council of the City of Palo Alto does hereby RESOLVE as follows:

SECTION 1. The Council hereby authorizes the City Manager, or their designee, to execute the Transmission Owner Rate Case Program with NCPA (Exhibit A) thereby initiating the TO Rate Case Program Agreement.

Item 8
Attachment A -
Resolution Approving
Transmission Owner Rate
Case Program Agreement
with NCPA

Item 8: Staff Report
Pg.
4 Packet Pg. 110 of 1352

Attachment A

* NOT YET APPROVED *
6056832 2

SECTION 2. The Council hereby finds that the execution of this agreement does not meet the definition of a project under the California Environmental Quality Act (CEQA), pursuant to Public Resources Code Section 21065 and CEQA Guidelines 15378(a) because this activity would not result in a direct or indirect physical change in the environment.

INTRODUCED AND PASSED:

AYES:

NOES:

ABSENT:

ABSTENTIONS:

ATTEST:

___________________________ ___________________________ City Clerk Mayor

APPROVED AS TO FORM: APPROVED:

___________________________ ___________________________ Assistant City Attorney City Manager

___________________________
Director of Utilities

___________________________
Director of Administrative Services
Item 8
Attachment A -
Resolution Approving
Transmission Owner Rate
Case Program Agreement
with NCPA

Item 8: Staff Report
Pg.
5 Packet Pg. 111 of 1352

TRANSMISSION OWNER RATE CASE

PROGRAM AGREEMENT

Item 8
Attachment A -
Resolution Approving
Transmission Owner Rate
Case Program Agreement
with NCPA

Item 8: Staff Report
Pg.
6 Packet Pg. 112 of 1352

TO Rate Case Program Agreement
i

TABLE OF CONTENTS

RECITALS .................................................................................................................................... 1 Section 1. Definitions ................................................................................................................. 2 Section 2. Services to be Provided, Duties and Standards of Performance ................. 5 Section 3. Administration of Agreement ............................................................................ 8 Section 4. Term and Termination ......................................................................................... 9 Section 5. Admission and Withdrawal of Participants .................................................. 10 Section 6. Cost of Services ................................................................................................... 11 Section 7. Billing and Payments ......................................................................................... 12 Section 8. Cooperation and Further Assurances .............................................................. 13 Section 9. Participant Covenants and Defaults ................................................................ 14 Section 10. Settlement of Disputes and Arbitration ......................................................... 17 Section 11. Miscellaneous ...................................................................................................... 18 EXHIBIT A (List of Participants and Program Participation Percentages) .................. A-1

Item 8
Attachment A -
Resolution Approving
Transmission Owner Rate
Case Program Agreement
with NCPA

Item 8: Staff Report
Pg.
7 Packet Pg. 113 of 1352

TO Rate Case Program Agreement
1 This TRANSMISSION RATE CASE PROGRAM AGREEMENT (“the
Agreement”) is made effective as of _______________________ by and among the Northern California Power Agency, a joint powers agency of the State of California (“NCPA”) and those of its Members who execute this Agreement (“Participants”).

NCPA and the Participants are referred to herein individually as a “Party” and collectively as the “Parties”.

RECITALS
A. NCPA has heretofore been duly established as a public agency pursuant to the Joint Exercise of Powers Act of the Government Code of the State of California and, among other things, is authorized to acquire, construct, finance, and operate buildings, works, facilities and improvements for the generation and transmission of electric capacity and energy for resale.

B. Each of the Participants is a signatory to the Joint Powers Agreement which created NCPA and therefore is a Member.

C. Each of the Participants to this Agreement have executed the Power Management and Administrative Services Agreement, dated October 1, 2014, which establishes the framework under which Members who are signatory to the Power Management and Administrative Services Agreement may enter into one or more Service Agreements with NCPA.

D. Pursuant to the Power Management and Administrative Services Agreement, from time to time special conditions or requirements for services may be requested from NCPA by Members under which no existing Services Agreement is available to satisfy such needs, and at the sole discretion of the Commission, certain “one-off” agreements maybe developed between NCPA and a Member, or group of Members, to enable NCPA to provide such special services.

Item 8
Attachment A -
Resolution Approving
Transmission Owner Rate
Case Program Agreement
with NCPA

Item 8: Staff Report
Pg.
8 Packet Pg. 114 of 1352

TO Rate Case Program Agreement
2 E. The Participants have requested NCPA to establish facilities, staff and the capability to act on behalf of the Participants to engage in certain activities, either directly, indirectly, or in conjunction with legal counsel and subject matter experts, pertaining to proceedings that effect the CAISO transmission costs, or other transmission costs as may be applicable, to protect the Participants’ transmission assets and to strive to limit the Participants’ exposure to increasing transmission costs when transacting in the CAISO markets, other markets, or as otherwise may be applicable.

F. In response to the Participants’ desire for NCPA to engage in the activities further described in this Agreement, NCPA has established the facilities, staff and the capability for the provision of Services to the Participants in accordance with this Agreement.

G. Each Participant agrees to pay its equitable share of costs associated with NCPA’s provision of Services, in accordance with the Power Management and Administrative Services Agreement and this Agreement.

H. The Participants further desire, insofar as possible, to insulate other Members, whether or not such Members are also Participants, from risks inherent in the services and transactions undertaken on behalf of any given Member or group of Members.

I. Upon full execution of this Agreement, this Agreement shall be deemed a Special Conditions Services Agreement under the Power Management and Administrative Services Agreement by the Commission.

J. Each of the Parties intends to observe the provisions of this Agreement in good faith and shall cooperate with all other Parties in order to achieve the full benefits of joint action.

NOW, THEREFORE, the Parties agree as follows:

Section 1. Definitions.

Item 8
Attachment A -
Resolution Approving
Transmission Owner Rate
Case Program Agreement
with NCPA

Item 8: Staff Report
Pg.
9 Packet Pg. 115 of 1352

TO Rate Case Program Agreement
3 1.1 Definitions. Whenever used in this Agreement (including the Recitals hereto), the following terms shall have the following respective meanings, provided, capitalized terms used in this Agreement (including the Recitals hereto) that are not defined in Section 1 of this Agreement shall have the meaning indicated in Section 1 of the Power Management and Administrative Services Agreement:

1.1.1 “Administrative Services Costs” means that portion of the NCPA administrative, general and occupancy costs and expenses, including those costs and expenses associated with the operations, direction and supervision of the general affairs and activities of NCPA, general management, treasury operations, accounting, budgeting, payroll, human resources, information technology, facilities management, salaries and wages (including retirement benefits) of employees, facility operation and maintenance costs, taxes and payments in lieu of taxes (if any), insurance premiums, fees for legal, engineering, financial and other services, power management services, general settlement and billing and general risk management costs, that are charged directly or apportioned to the provision of Services pursuant to this Agreement. Administrative Services Costs as separately defined herein and used in the context of this Agreement is different and distinct from the term Administrative Services Costs as defined in Section 1 of the Power Management and Administrative Services Agreement.

1.1.2 “Agreement” means this Transmission Rate Case Program Agreement, including all Exhibits attached hereto.

1.1.3 “All Resources Bill” means the single, combined monthly bill from NCPA to a Participant with respect to all NCPA services, programs and NCPA Projects.

1.1.4 “Defaulting Participant” has the meaning set forth in Section

9.2 of this Agreement.

Item 8
Attachment A -
Resolution Approving
Transmission Owner Rate
Case Program Agreement
with NCPA

Item 8: Staff Report
Pg.
10 Packet Pg. 116 of 1352

TO Rate Case Program Agreement
4 1.1.5 “Effective Date” has the meaning set forth in Section 4.1 of this Agreement.

1.1.6 “Event of Default” has the meaning set forth in Section 9.2 of this Agreement.

1.1.7 “NCPA” has the meaning set forth in the recitals hereto.

1.1.8 “Participant” has the meaning set forth in the recitals of this Agreement. Participants to this Agreement are listed in Exhibit A of this Agreement.

1.1.9 “Party” or “Parties” has the meaning set forth in the recitals hereto; provided that “Third Parties” are entities that are not part to this Agreement.

1.1.10 “Power Management and Administrative Services Agreement” means the NCPA Power Management and Administrative Services Agreement, dated as of October 1, 2014 between NCPA and the Members who are signatories to that agreement by which NCPA provides Power Management and Administrative Services.

1.1.11 “Program Participation Percentage” means the Participant Program Participation Percentages set forth in Exhibit A of this Agreement.

1.1.12 “Services” has the meaning set forth in Section 2.1 of this Agreement.

1.1.13 “Term” has the meaning set forth in Section 4.1 of this Agreement.

1.1.14 “Transmission Owner” or “TO” has the meaning set forth in the CAISO Tariff.

1.2 Rules of Interpretation. All words and references as used in this Agreement (including the Recitals hereto), unless in any such case the context requires Item 8
Attachment A -
Resolution Approving
Transmission Owner Rate
Case Program Agreement
with NCPA

Item 8: Staff Report
Pg.
11 Packet Pg. 117 of 1352

TO Rate Case Program Agreement
5 otherwise, shall be interpreted pursuant to Section 1.2 of the Power Management and Administrative Services Agreement.

Section 2. Services to be Provided, Duties and Standards of Performance.

2.1 Services. The purpose of this Agreement is to set forth the terms and conditions under which NCPA, acting on behalf of the Participants, may engage in certain activities, either directly, indirectly, or in conjunction with legal counsel and subject matter experts, pertaining to proceedings that effect CAISO transmission costs, or other transmission costs as may be applicable, to protect the Participants’ transmission assets and to strive to limit the Participants’ exposure to increasing transmission costs when transacting in the CAISO markets, other markets, or as otherwise may be applicable (the “Services”). Participants shall only be responsible to pay for Services performed and costs incurred subsequent to the effective date of this Agreement. Services provided in accordance with this Agreement generally include the following:

2.1.1 Representing the interests of the Participants by monitoring, analyzing, and participating in TO rate cases before FERC and any related judicial appeals, where this applies to TO rate cases and new related transmission activity matters that are filed;

2.1.2 Engaging in other related filings and industry developments that affect the cost or provision of transmission service under TO rate cases; and

2.1.3 Engaging in other transmission cost related activities as may be approved by the Participants.

2.2 Qualified Subject Matter Experts. NCPA’s provision of Services under this Agreement may be supported by legal services and other specialized services relevant to NCPA’s participation in proceedings that are performed by qualified subject matter experts and/or witnesses. All costs incurred by NCPA associated with the Item 8
Attachment A -
Resolution Approving
Transmission Owner Rate
Case Program Agreement
with NCPA

Item 8: Staff Report
Pg.
12 Packet Pg. 118 of 1352

TO Rate Case Program Agreement
6 acquisition of legal services support, or qualified subject matter experts support, associated with the Services Agreement shall be considered a Services cost pursuant to this Agreement.

2.3 Coordination with Third Parties. As part of NCPA’s duties under this Agreement, NCPA shall strive to work collaboratively with other Third Party intervenors and relevant parties, and where practicable, build alliances and find common interest in promoting the Participants’ interest consistent with the goals and objectives established pursuant to Section 2.8 of this Agreement. Such efforts include building coalitions, where strategically and economically viable, to support the alignment with other intervenors or to form “joint intervenor” perspectives for engaging in activities related to the Services provided hereunder. This joint effort may include coordinating and sharing responsibilities on areas of common interest to ensure the most efficient advancement of the Participants’ interest, and to reduce redundancy in the Services provided by NCPA.

2.4 Participant Duties. The duties of the Participants under this Agreement are to:

2.4.1 Timely provide information to NCPA that is required for NCPA to perform Services.

2.4.2 Make timely payments to NCPA for Services invoiced by NCPA to Participants in accordance with Section 7 of this Agreement.

2.4.3 Provide staff and other assistance, as may be required from time to time, to the extent necessary for NCPA to fulfill its duties under this Agreement.

2.5 NCPA Duties. NCPA’s General Manager, or his or her designee, shall establish and maintain the facilities, staff and the capability to act on behalf of the Item 8
Attachment A -
Resolution Approving
Transmission Owner Rate
Case Program Agreement
with NCPA

Item 8: Staff Report
Pg.
13 Packet Pg. 119 of 1352

TO Rate Case Program Agreement
7 Participants and provide Services to the Participants in accordance with this Agreement.

2.6 Standard of Performance. NCPA will perform Services using the level of skill and attention reasonably required to complete the Services in a competent and timely manner.

2.7 Assignment of Personnel. NCPA shall assign only competent personnel to perform Services pursuant to this Agreement.

2.8 Time. NCPA shall devote such time to the performance of Services pursuant to this Agreement as may be reasonably necessary to meet the standards of performance provided in Section 2.6, and to satisfy NCPA’s obligations hereunder.

2.9 Consultation with Participants. The General Manager shall consult with the Participants from time to time, as needed, to advise him or her on a particular matter relevant to this Agreement. Each year, the General Manager shall propose to the Participants, as part of the Annual Budget process, specific goals and objectives for NCPA staff as such relate to this Agreement. NCPA shall provide periodic reports to the Participants regarding progress toward meeting the proposed goals and objectives.

The periodic reports may include the following information:
(a) Overview of relevant proceedings and known schedules; (b) Assessment of the financial impact to the Participants, to the extent practicable;
(c) Scope of NCPA’s potential engagement in each TO rate case; (d) Identification of potential legal actions that the Participants should consider and the likelihood of success (by argument if practicable); (e) Estimates of potential benefits and costs associated with engagement, to the extent practicable; and
Item 8
Attachment A -
Resolution Approving
Transmission Owner Rate
Case Program Agreement
with NCPA

Item 8: Staff Report
Pg.
14 Packet Pg. 120 of 1352

TO Rate Case Program Agreement
8 (f) Summary of NCPA and Third Party issues and levels of participation.

Section 3. Administration of Agreement.

3.1 Commission. The Commission is responsible for the administration of this Agreement. Each Member shall be represented by its Commissioner or their designated alternate Commissioner (“Alternate”) pursuant to the Joint Powers Agreement. Each Commissioner shall have authority to act for the Participant under this Section 3 with respect to matters pertaining to this Agreement.

3.2 Duties and Authorities. In addition to the administration of this Agreement, the duties and authorities of the Commission are as specified in the Joint Powers Agreement and the NCPA Commission Bylaws.

3.3 Forum. Whenever any action anticipated by this Agreement is required to be jointly taken by the Participants, such action shall be taken at regular or special meetings of the NCPA Commission; provided, however, activities associated with NCPA’s provision of Services and normal day-to-day engagement as described in Section 2.1 of this Agreement, are hereby delegated to the General Manager of NCPA, or his or her designee, and are not considered to be matters related to the Commission’s general administration of this Agreement, and therefore are not subject to the administrative procedures set forth in this Section 3.

3.4 Quorum. For purposes of acting upon matters that relate to the administration of this Agreement, a quorum of the Commission shall consist of those Commissioners, or their designated Alternates, representing a numerical majority of the Participants.

3.5 Voting. For acting upon matters that relate to the general administration of this Agreement, each Participant shall have the right to cast one (1) vote. Actions of the Commission shall be effective only upon an affirmative vote of Participants Item 8
Attachment A -
Resolution Approving
Transmission Owner Rate
Case Program Agreement
with NCPA

Item 8: Staff Report
Pg.
15 Packet Pg. 121 of 1352

TO Rate Case Program Agreement
9 representing a combined Program Participation Percentage of eighty percent (80%) or more.

3.6 Adoption and Amendment of Annual Budget. Annually, the Commission shall adopt an Annual Budget, which includes, but is not limited to, all costs attributed to Services, for at least the next succeeding Fiscal Year in accordance with the NCPA Joint Powers Agreement and this Agreement. Provided, however, that the Commission may in its discretion adopt a two-year budget if permitted to do so by the NCPA Commission Bylaws or the Joint Powers Agreement.

3.7 Facilities Committee. The Facilities Committee has been established pursuant to the Amended and Restated Facilities Agreement to act as an advisory committee to the Commission. The Commission or General Manager may refer matters pertaining to the administration of this Agreement to the Facilities Committee for review and recommendation, including, but not limited to, proposed amendments to this Agreement. If the Commission or General Manager refers matters pertaining to the administration of this Agreement to the Facilities Committee, NCPA will provide a copy of the public notice of the Facilities Committee meeting at which the matter will be discussed to the Participants. The Facilities Committee may act upon such matters referred to it by the Commission in accordance with the procedures, including the general administration quorum and voting procedures, set forth in the Amended and Restated Facilities Agreement. Any recommendation of the Facilities Committee shall be made to the Commission and others, as appropriate, in coordination with the General Manager.

Section 4. Term and Termination.

4.1 Effective Date. This Agreement shall become effective on the first day of the month after which it has been duly executed by all Participants, and delivered to Item 8
Attachment A -
Resolution Approving
Transmission Owner Rate
Case Program Agreement
with NCPA

Item 8: Staff Report
Pg.
16 Packet Pg. 122 of 1352

TO Rate Case Program Agreement
10 and executed by NCPA (the “Effective Date”). NCPA shall notify all Participants in writing of the Effective Date.

4.2 Term and Termination. The term (“Term”) Agreement shall continue in full effect until terminated by consent of all Parties.

Section 5. Admission and Withdrawal of Participants.

5.1 Admission of a New Participant. Following the initial Effective Date of this Agreement, a Member may voluntarily elect to execute this Agreement and become a Participant provided that such joinder is (i) approved by the NCPA Commission in accordance with Section 3.5 of this Agreement, and (ii) if such joinder is approved by the NCPA Commission as set forth herein, the Commission shall also amend the Program Participant Percentages set forth in Exhibit A to this Agreement to include the Program Participant Percentage for the new Participant as determined by the NCPA Commission. Subject to the requirement of this Section 5.1, such Member will become a Participant effective on the date of its delivery to NCPA of an executed counterpart of this Agreement.

5.2 Withdrawal of Participants. Any Participant may withdraw from this Agreement (“Withdrawing Participant”) by submitting notice, in writing to all Parties at least two (2) years in advance of the effective date of such withdrawal, provided that such withdrawal shall only be effective on the last day of a Fiscal Year and that the Withdrawing Participant has fully satisfied all obligations it has incurred under this Agreement. The two (2) year duration of the notice requirement may be waived or reduced by the Commission in its sole discretion. Withdrawal by any Participant shall not terminate this Agreement as to the remaining Participants.

5.3 No Effect on Prior Liabilities. Withdrawal by any Participant will not terminate any ongoing or un-discharged liabilities, credits or obligations, including any contingent liabilities, credits or obligations, resulting from this Agreement until they are Item 8
Attachment A -
Resolution Approving
Transmission Owner Rate
Case Program Agreement
with NCPA

Item 8: Staff Report
Pg.
17 Packet Pg. 123 of 1352

TO Rate Case Program Agreement
11 satisfied in full, or such Withdrawing Participant has provided a mechanism acceptable to NCPA, for the satisfaction in full thereof.

5.4 A Withdrawing Participant shall not be obligated to compensate the remaining Participants for loss of any benefits that would have accrued to the remaining Participants if the Withdrawing Participant had continued its participation.

Nor shall the remaining Participants be obligated to compensate the Withdrawing Participant for any benefits that accrue to the remaining Participants because of the withdrawal. Reallocation of the costs and benefits of continuing under this Agreement after a Participant has withdrawn shall not give rise to any claim against a Withdrawing Participant by the remaining Parties. Nor shall any of the remaining Parties be obligated to compensate the Withdrawing Participant for any benefits that accrue to the remaining Parties because of such a reallocation of costs and benefits.

5.5 Associated Costs. A Withdrawing Participant shall reimburse NCPA for any and all costs resulting from the withdrawal, including but not limited to the legal, accounting, and administrative costs of winding up and assuring the complete satisfaction and discharge of the Withdrawing Participant’s liabilities, credits or obligations, including any contingent liabilities, credits or obligations.

Section 6. Cost of Services.

6.1 Cost Allocation. All costs associated with NCPA’s provision of Services to the Participants, including, but not limited to, Administrative Services Costs and costs associated with NCPA’s acquisition of legal services and qualified subject matter experts services, shall be allocated among the Participants in accordance with this Agreement and the Power Management and Administrative Services Agreement. Costs allocated among the Participants in accordance with this Agreement shall be allocated to each Participant in proportion to such Participant’s Program Participation Percentage as set forth in Exhibit A of this Agreement.

Item 8
Attachment A -
Resolution Approving
Transmission Owner Rate
Case Program Agreement
with NCPA

Item 8: Staff Report
Pg.
18 Packet Pg. 124 of 1352

TO Rate Case Program Agreement
12 6.2 Program Participation Percentages. The Program Participation Percentages as set forth in Exhibit A of this Agreement may be amended from time to time, including to account for the addition or withdrawal of a Participant as set forth in Section 5 of this Agreement, by the Commission in accordance with the voting procedures set for in Section 3 of this Agreement.

Section 7. Billing and Payments.

7.1 Invoices. NCPA will issue an invoice to each Participant for its share of costs associated with Services, and all other costs for services provided in accordance with this Agreement. Such invoice may be either the All Resources Bill or separate special invoice, as determined by NCPA. Such invoices will be made pursuant to the requirements and procedures provided for in this Agreement and all other applicable agreements. At NCPA’s discretion, invoices may be issued to Participants using electronic media or physical distribution.

7.2 Payment of Invoices. All invoices delivered by NCPA (including the All Resources Bill) are due and payable thirty (30) Calendar Days after the date thereof; provided, however, that any amount due on a day other than a Business Day may be paid on the following Business Day.

7.3 Late Payments. Any amount due and not paid by a Participant in accordance with Section 9.2 shall be considered late and bear interest computed on a daily basis until paid at the lesser of (i) the per annum prime rate (or reference rate) of the Bank of America NT&SA then in effect, plus two percent (2%) or (ii) the maximum rate permitted by law.

7.4 Billing Disputes. A Participant may dispute the accuracy of any invoice issued by NCPA under this Agreement by submitting a written dispute to NCPA, within thirty (30) Calendar Days of the date of such invoice; nonetheless the Participant shall pay the full amount billed when due. If a Participant does not timely question or Item 8
Attachment A -
Resolution Approving
Transmission Owner Rate
Case Program Agreement
with NCPA

Item 8: Staff Report
Pg.
19 Packet Pg. 125 of 1352

TO Rate Case Program Agreement
13 dispute the accuracy of any invoice in writing the invoice shall be deemed to be correct.

Upon review of a submitted dispute, if an invoice is determined by NCPA to be incorrect, NCPA shall issue a corrected invoice and refund any amounts that may be due to the Participant. If NCPA and the Participant fail to agree on the accuracy of an invoice within thirty (30) Calendar Days after the Participant has disputed it, the General Manager shall promptly submit the dispute to the Commission for resolution.

If the Commission and the Participant fail to agree on the accuracy of a disputed invoice within sixty (60) Calendar Days of its submission to the Commission, the dispute may then be resolved under the mediation and arbitration procedures set forth in Section 10 of this Agreement. Provided, however, that prior to resort to either mediation or arbitration proceedings, the full amount of the disputed invoice must have been paid.

7.5 Billing/Settlement Data and Examination of Books and Records.

7.5.1 Settlement Data. NCPA shall make billing and settlement data available to the Participants in the All Resources Bill, or other invoice, or upon request. NCPA may also, at its sole discretion, make billing and settlement support information available to Participants using electronic media (e.g. electronic data portal). Procedures and formats for the provision of such electronic data submission may be as established by the NCPA Commission from time to time.

Without limiting the generality of the foregoing, NCPA may, in its reasonable discretion, require the Participants to execute a non-disclosure agreement prior to providing access to the NCPA electronic data portal.

7.5.2 Examination of Books and Records. Any Participant to this Agreement shall have the right to examine the books and records created and maintained by NCPA pursuant to this Agreement at any reasonable, mutually agreed upon time.

Section 8. Cooperation and Further Assurances.

Item 8
Attachment A -
Resolution Approving
Transmission Owner Rate
Case Program Agreement
with NCPA

Item 8: Staff Report
Pg.
20 Packet Pg. 126 of 1352

TO Rate Case Program Agreement
14 8.1 Each of the Parties agree to provide such information, execute and deliver any instruments and documents and to take such other actions as may be necessary or reasonably requested by any other Party which are consistent with the provisions of this Agreement and which do not involve the assumption of obligations other than those provided for in this Agreement, in order to give full effect to this Agreement and to carry out the intent of this Agreement.

Section 9. Participant Covenants and Defaults.

9.1 Each Participant covenants and agrees: (i) to make payments to NCPA, from its Electric System Revenues, of its obligations under this Agreement as an operating expense of its Electric System; (ii) to fix the rates and charges for services provided by its Electric System, so that it will at all times have sufficient Revenues to meet the obligations of this Agreement, including the payment obligations; (iii) to make all such payments due NCPA under this Agreement whether or not there is an interruption in, interference with, or reduction or suspension of services provided under this Agreement, such payments not being subject to any reduction, whether by offset or otherwise, and regardless of whether any dispute exists; and (iv) to operate its Electric System, and the business in connection therewith, in accordance with Good Utility Practice.

9.2 Events of Default. An Event of Default under this Agreement shall exist upon the occurrence of any one or more of the following by a Participant (the “Defaulting Participant”):
(i) the failure of any Participant to make any payment in full to NCPA when due, where such failure is not cured within thirty (30) Calendar Days following receipt of a notice from NCPA demanding cure;
(ii) the failure of a Participant to perform any covenant or obligation of this Agreement where such failure is not cured within thirty (30) Calendar Days Item 8
Attachment A -
Resolution Approving
Transmission Owner Rate
Case Program Agreement
with NCPA

Item 8: Staff Report
Pg.
21 Packet Pg. 127 of 1352

TO Rate Case Program Agreement
15 following receipt of a notice from NCPA demanding cure. Provided, that this subsection shall not apply to any failure to make payments specified by subsection 9.2 (i));
(iii) if any representation or warranty of a Participant material to the services provided hereunder shall prove to have been incorrect in any material respect when made and the Participant does not cure the facts underlying such incorrect representation or warranty so that the representation or warranty becomes true and correct within thirty (30) Calendar Days of the date of receipt of notice from NCPA demanding cure; or
(iv) if a Participant is in default or in breach of any of its covenants under any other agreement with NCPA and such default or breach is not cured within the time periods specified in such agreement.

9.3 Uncontrollable Forces. A Party shall not be considered to be in default in respect of any obligation hereunder if prevented from fulfilling such obligation by reason of Uncontrollable Forces. Provided, that in order to be relieved of an Event of Default due to Uncontrollable Forces, a Party affected by an Uncontrollable Force shall:
(i) first provide initial notice to the General Manager using telephone communication within two (2) Business Days of the onset of the Uncontrollable Force, and second provide further written notice to the General Manager and all other Parties within ten (10) Business Days of the onset of the Uncontrollable Force, describing its nature and extent, the obligations which the Party is unable to fulfill, the anticipated duration of the Uncontrollable Force, and the actions which the Party will undertake so as to remove such disability and be able to fulfill its obligations hereunder; and (ii) use due diligence to place itself in a position to fulfill its obligations hereunder and if unable to fulfill any obligation by reason of an Uncontrollable Force such Party shall exercise due diligence to remove such disability with reasonable Item 8
Attachment A -
Resolution Approving
Transmission Owner Rate
Case Program Agreement
with NCPA

Item 8: Staff Report
Pg.
22 Packet Pg. 128 of 1352

TO Rate Case Program Agreement
16 dispatch. Provided, that nothing in this subsection shall require a Party to settle or compromise a labor dispute.

9.4 Cure of an Event of Default. An Event of Default shall be deemed cured only if such default shall be remedied or cured within the time periods specified in Section 9.2 above, as may be applicable, provided, however, upon request of the Defaulting Participant the Commission may waive the default at its sole discretion, where such waiver shall not be unreasonably withheld.

9.5 Remedies in the Event of Uncured Default. Upon the occurrence of an Event of Default which is not cured within the time limits specified in Section 9.2, without limiting other rights or remedies available under this Agreement, at law or in equity, and without constituting or resulting in a waiver, release or estoppel of any right, action or cause of action NCPA may have against the Defaulting Participant, NCPA may, for so long as such Event of Default continues uncured, take any or all of the following actions:
(i) suspend the provision of services under this Agreement to such Defaulting Participant;
(ii) demand that the Defaulting Participant provide further assurances to guarantee the correction of the default, including the collection of a surcharge or increase in electric rates, or such other actions as may be necessary to produce necessary Revenues to correct the default;
(iii) terminate this Agreement as to the Defaulting Participant, on ten (10) Calendar Days prior written notice to the Defaulting Participant; or (iv) enforce all other rights or remedies available to it under any other agreement in which the Defaulting Participant is a signatory.

9.6 Effect of Termination or Suspension.

Item 8
Attachment A -
Resolution Approving
Transmission Owner Rate
Case Program Agreement
with NCPA

Item 8: Staff Report
Pg.
23 Packet Pg. 129 of 1352

TO Rate Case Program Agreement
17 9.6.1 Generally. The termination or suspension of this Agreement will not terminate, waive, or otherwise discharge any ongoing or undischarged liabilities, credits or obligations arising from this Agreement until such liabilities, credits or obligations are satisfied in full.

9.6.2 Suspension. If performance of all or any portion of this Agreement is suspended by NCPA with respect to a Participant in accordance with subsection 9.5 (i), such Participant shall pay any and all costs incurred by NCPA as a result of such suspension including reasonable attorney fees, the fees and expenses of other experts, including auditors and accountants, or other reasonable and necessary costs associated with such suspension and any portion of the costs associated with NCPA’s provision of Services, including Administrative Services Costs, that were not recovered from such Participant as a result of such suspension.

9.7 Termination. If this Agreement is terminated by NCPA with respect to a Participant in accordance with Section 9.5 (iii), such Participant shall pay any and all costs incurred by NCPA as a result of such termination, including reasonable attorney fees, the fees and expenses of other experts, including auditors and accountants, other reasonable and necessary costs associated with such termination and any portion of costs associated with NCPA’s provision of Services that were not, or will not be, recovered from such Participant as a result of such termination; provided, however, if NCPA terminates this Agreement with respect to the last remaining Participant, then this Agreement shall terminate.

Section 10. Settlement of Disputes and Arbitration.

10.1 The Parties agree to make best efforts to settle all disputes among themselves connected with this Agreement as a matter of normal business under this Agreement. The procedures set forth in Section 10 of the Power Management and Administrative Services Agreement shall apply to all disputes that cannot be settled by Item 8
Attachment A -
Resolution Approving
Transmission Owner Rate
Case Program Agreement
with NCPA

Item 8: Staff Report
Pg.
24 Packet Pg. 130 of 1352

TO Rate Case Program Agreement
18 the Participants themselves; provided, that the provisions of Section 7.4 shall first apply to all disputes involving invoices prepared by NCPA.

Section 11. Miscellaneous.

11.1 Confidentiality. The Parties will keep confidential all confidential or trade secret information made available to them in connection with this Agreement, to the extent possible, consistent with applicable laws, including the California Public Records Act. Confidential or trade secret information shall be marked or expressly identified as such.

If a Party (“Receiving Party”) receives a request from a Third Party for access to, or inspection, disclosure or copying of, any of the other Party’s (the “Supplying Party”) confidential data or information (“Disclosure Request”), then the Receiving Party shall provide notice and a copy of the Disclosure Request to the Supplying Party within three (3) Business Days of receipt of the Disclosure Request. Within three (3) Business Days of receipt of such notice, the Supplying Party shall provide notice to the Receiving Party either:
(i) that the Supplying Party believes there are reasonable legal grounds for denying or objecting to the Disclosure Request, and the Supplying Party requests the Receiving Party to deny or object to the Disclosure Request with respect to identified confidential information. In such case, the Receiving Party shall deny the Disclosure Request and the Supplying Party shall defend the denial of the Disclosure Request at its sole cost, and it shall indemnify the Receiving Party for all costs associated with denying or objecting to the Disclosure Request. Such indemnification by the Supplying Party of the Receiving Party shall include all of the Receiving Party’s costs reasonably incurred with respect to denial of or objection to the Disclosure Request, including but not limited to costs, penalties, and the Receiving Party’s attorney’s fees; or Item 8
Attachment A -
Resolution Approving
Transmission Owner Rate
Case Program Agreement
with NCPA

Item 8: Staff Report
Pg.
25 Packet Pg. 131 of 1352

TO Rate Case Program Agreement
19 (ii) the Receiving Party may grant the Disclosure Request without any liability by the Receiving Party to the Supplying Party.

11.2 Indemnification and Hold Harmless. Subject to the provisions of Section

11.4, each Participant agrees to indemnify, defend and hold harmless NCPA and its Members, including their respective governing boards, officials, officers, agents, and employees, from and against any and all claims, suits, losses, costs, damages, expenses and liability of any kind or nature, including reasonable attorneys’ fees and the costs of litigation, including experts, to the extent caused by any acts, omissions, breach of contract, negligence (active or passive), gross negligence, recklessness, or willful misconduct of that Participant, its governing officials, officers, employees, subcontractors or agents, to the maximum extent permitted by law.

11.3 Several Liabilities. Except as otherwise provided herein, no Participant shall be liable under this Agreement for the obligations of any other Participant, each Participant shall be solely responsible and liable for performance of its obligations under this Agreement and the obligation of each Participant under this Agreement is a several obligation and not a joint obligation with those of the other Participants.

11.4 No Consequential Damages. FOR ANY BREACH OF ANY PROVISION

OF THIS AGREEMENT FOR WHICH AN EXPRESS REMEDY OR MEASURE OF

DAMAGES IS PROVIDED IN THIS AGREEMENT, THE LIABILITY OF THE

DEFAULTING PARTY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION, AND ALL OTHER DAMAGES OR REMEDIES ARE HEREBY WAIVED. IF NO

REMEDY OR MEASURE OF DAMAGE IS EXPRESSLY PROVIDED, THE LIABILITY

OF THE DEFAULTING PARTY SHALL BE LIMITED TO ACTUAL DAMAGES ONLY AND ALL OTHER DAMAGES AND REMEDIES ARE HEREBY WAIVED. IN NO

EVENT SHALL NCPA OR ANY PARTICIPANT OR THEIR RESPECTIVE

SUCCESSORS, ASSIGNS, REPRESENTATIVES, DIRECTORS, OFFICERS, AGENTS, Item 8
Attachment A -
Resolution Approving
Transmission Owner Rate
Case Program Agreement
with NCPA

Item 8: Staff Report
Pg.
26 Packet Pg. 132 of 1352

TO Rate Case Program Agreement
20 OR EMPLOYEES BE LIABLE FOR ANY LOST PROFITS, CONSEQUENTIAL,

SPECIAL, EXEMPLARY, INDIRECT, PUNITIVE OR INCIDENTAL LOSSES OR

DAMAGES, INCLUDING LOSS OF USE, LOSS OF GOODWILL, LOST REVENUES,

LOSS OF PROFIT OR LOSS OF CONTRACTS EVEN IF SUCH PARTY HAS BEEN

ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NCPA AND EACH

PARTICIPANT EACH HEREBY WAIVES SUCH CLAIMS AND RELEASES EACH OTHER AND EACH OF SUCH PERSONS FROM ANY SUCH LIABILITY.

11.5 The Parties acknowledge that California Civil Code section 1542 provides that: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” The Parties waive the provisions of section 1542, or other similar provisions of law, and intend that the waiver and release provided by this Section of this Agreement shall be fully enforceable despite its reference to future or unknown claims.

11.6 Waiver. No waiver of the performance by a Party of any obligation under this Agreement with respect to any default or any other matter arising in connection with this Agreement shall be effective unless given by the Commission. Any such waiver by the Commission in any particular instance shall not be deemed a waiver with respect to any subsequent performance, default or matter.

11.7 Amendments. Amendments to the Program Participation Percentages as set forth in Exhibit A of this Agreement shall take effect after being approved by the Commission in a manner consistent with the voting procedures set forth in Section 3 of this Agreement, without the requirement of an approval of the individual Participants’ governing bodies. Except where this Agreement specifically provides otherwise, this Agreement may be amended only by written instrument executed by the Parties with the same formality as this Agreement.

Item 8
Attachment A -
Resolution Approving
Transmission Owner Rate
Case Program Agreement
with NCPA

Item 8: Staff Report
Pg.
27 Packet Pg. 133 of 1352

TO Rate Case Program Agreement
21 11.8 Assignment of Agreement.

11.8.1 Binding Upon Successors. This Agreement shall inure to the benefit of and shall be binding upon the respective successors and assignees of the Parties to this Agreement.

11.8.2 No Assignment. This Agreement, nor any interest herein, shall be transferred or assigned by a Party hereto except with the consent in writing of the other Parties hereto, where such consent shall not be unreasonably withheld.

Without limiting the foregoing, this Agreement shall not be assigned by Plumas- Sierra Rural Electric Cooperative without the approval in writing of the Administrator of the Rural Electrification Administration Utilities Service.

11.9 Severability. In the event that any of the terms, covenants or conditions of this Agreement or the application of any such term, covenant or condition, shall be held invalid as to any person or circumstance by any court having jurisdiction, all other terms, covenants or conditions of this Agreement and their application shall not be affected thereby, but shall remain in force and effect unless the court holds that such provisions are not severable from all other provisions of this Agreement.

11.10 Governing Law. This Agreement shall be interpreted, governed by, and construed under the laws of the State of California.

11.11 Headings. All indices, titles, subject headings, section titles and similar items are provided for the purpose of convenience and are not intended to be inclusive, definitive, or affect the meaning of the contents of this Agreement or the scope thereof.

11.12 Notices. Any notice, demand or request required or authorized by this Agreement to be given to any Party shall be in writing, and shall either be personally delivered to a Participant’s Commissioner or Alternate, and to the General Manager, or shall be transmitted to the Participant and the General Manager at the addresses shown on the signature pages hereof. The designation of such addresses may be changed at Item 8
Attachment A -
Resolution Approving
Transmission Owner Rate
Case Program Agreement
with NCPA

Item 8: Staff Report
Pg.
28 Packet Pg. 134 of 1352

TO Rate Case Program Agreement
22 any time by written notice given to the General Manager who shall thereupon give written notice of such change to each Participant. All such notices shall be deemed delivered when personally delivered, two (2) Business Days after deposit in the United States mail first class postage prepaid, or on the first Business Day following delivery through electronic communication.

11.13 Warranty of Authority. Each Party represents and warrants that it has been duly authorized by all requisite approval and action to execute and deliver this Agreement and that this Agreement is a binding, legal, and valid agreement enforceable in accordance with its terms.

11.14 Counterparts. This Agreement may be executed in any number of counterparts, and each executed counterpart shall have the same force and effect as an original instrument and as if all the signatories to all of the counterparts had signed the same instrument. Any signature page of this Agreement may be detached from any counterpart of this Agreement without impairing the legal effect of any signatures thereon, and may be attached to another counterpart of this Agreement identical in form hereto but having attached to it one or more signature pages.

11.15 Venue. In the event that a Party brings any action under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Placer or in the United States District Court for the Eastern District of California.

11.16 Attorneys’ Fees. If a Party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provisions of this Agreement, each Party shall bear its own fees and costs, including attorneys’ fees, associated with the action.

11.17 Counsel Representation. Pursuant to the provisions of California Civil Code Section 1717 (a), each of the Parties were represented by counsel in the negotiation Item 8
Attachment A -
Resolution Approving
Transmission Owner Rate
Case Program Agreement
with NCPA

Item 8: Staff Report
Pg.
29 Packet Pg. 135 of 1352

TO Rate Case Program Agreement
23 and execution of this Agreement and no one Party is the author of this Agreement or any of its subparts. Those terms of this Agreement which dictate the responsibility for bearing any attorney’s fees incurred in arbitration, litigation or settlement in a manner inconsistent with the provisions of Section 11.2 were intentionally so drafted by the Parties, and any ambiguities in this Agreement shall not be interpreted for or against a Party by reason of that Party being the author of the provision.

11.18 No Third Party Beneficiaries. Nothing contained in this Agreement is intended by the Parties, nor shall any provision of this Agreement be deemed or construed by the Parties, by any third person or any Third Parties, to be for the benefit of any Third Party, nor shall any Third Party have any right to enforce any provision of this Agreement or be entitled to damages for any breach by the Parties of any of the provisions of this Agreement.

Item 8
Attachment A -
Resolution Approving
Transmission Owner Rate
Case Program Agreement
with NCPA

Item 8: Staff Report
Pg.
30 Packet Pg. 136 of 1352

TO Rate Case Program Agreement
Signature Page 1

IN WITNESS WHEREOF, NCPA and each Participant have, by the signature of its duly authorized representative shown below, executed and delivered a counterpart of this Agreement.

NORTHERN CALIFORNIA

POWER AGENCY
651 Commerce Drive
Roseville, CA 95678

_____________________________
By:__________________________
Title: __________________________
Date:

Approved as to form:

_____________________________
By:__________________________
Its:

Date:

CITY OF ALAMEDA
2000 Grand Street
P.O. Box H
Alameda, CA 94501

_____________________________
By:__________________________
Title: __________________________
Date:

Approved as to form:

_____________________________
By:__________________________
Its:

Date:

Item 8
Attachment A -
Resolution Approving
Transmission Owner Rate
Case Program Agreement
with NCPA

Item 8: Staff Report
Pg.
31 Packet Pg. 137 of 1352

TO Rate Case Program Agreement
Signature Page 2

CITY OF BIGGS
465 “C” Street
Biggs, CA 95917

_____________________________
By:__________________________
Title: ________________________
Date:

Approved as to form:

_____________________________
By:__________________________
Its:

Date:

CITY OF GRIDLEY
685 Kentucky Street
Gridley, CA 95948

_____________________________
By:__________________________
Title: __________________________
Date:

Approved as to form:

_____________________________
By:__________________________
Its:

Date:

Item 8
Attachment A -
Resolution Approving
Transmission Owner Rate
Case Program Agreement
with NCPA

Item 8: Staff Report
Pg.
32 Packet Pg. 138 of 1352

TO Rate Case Program Agreement
Signature Page 3

CITY OF HEALDSBURG
401 Grove Street
Healdsburg, CA 95448

_____________________________
By:__________________________
Title: ________________________
Date:

Approved as to form:

_____________________________
By:__________________________
Its:

Date:

CITY OF LODI
221 W. Pine Street
Lodi, CA 95240

_____________________________
By:__________________________
Title: ________________________
Date:

Approved as to form:

_____________________________
By:__________________________
Its:

Date:

Item 8
Attachment A -
Resolution Approving
Transmission Owner Rate
Case Program Agreement
with NCPA

Item 8: Staff Report
Pg.
33 Packet Pg. 139 of 1352

TO Rate Case Program Agreement
Signature Page 4

CITY OF LOMPOC
100 Civic Center Plaza
Lompoc, CA 93436

_____________________________
By:__________________________
Title: ________________________
Date:

Approved as to form:

_____________________________
By:__________________________
Its:

Date:

CITY OF OAKLAND, acting
by and through its
Board of Port Commissioners
530 Water Street
Oakland, CA 94607

_____________________________
By:__________________________
Title: ________________________
Date:

Approved as to form:

_____________________________
By:__________________________
Its:

Date:

Item 8
Attachment A -
Resolution Approving
Transmission Owner Rate
Case Program Agreement
with NCPA

Item 8: Staff Report
Pg.
34 Packet Pg. 140 of 1352

TO Rate Case Program Agreement
Signature Page 5

CITY OF PALO ALTO
250 Hamilton Avenue
Palo Alto, CA 94301

_____________________________
By:__________________________
Title: ________________________
Date:

Approved as to form:

_____________________________
By:__________________________
Its:

Date:

PLUMAS-SIERRA RURAL

ELECTRIC COOPERATIVE
73233 Highway 70
Portola, CA 96122

_____________________________
By:__________________________
Title: ________________________
Date:

Approved as to form:

_____________________________
By:__________________________
Its:

Date:

Item 8
Attachment A -
Resolution Approving
Transmission Owner Rate
Case Program Agreement
with NCPA

Item 8: Staff Report
Pg.
35 Packet Pg. 141 of 1352

TO Rate Case Program Agreement
Signature Page 6

CITY OF SANTA CLARA
1500 Warburton Avenue
Santa Clara, CA 95050

_____________________________
By:__________________________
Title: ________________________
Date:

Approved as to form:

_____________________________
By:__________________________
Its:

Date:

SAN FRANCISCO BAY AREA RAPID

TRANSIT DISTRICT (BART)
300 Lakeside Drive, 16th Floor
Oakland, CA 94612

_____________________________
By:__________________________
Title: ________________________
Date:

Approved as to form:

_____________________________
By:__________________________
Its:

Date:

Item 8
Attachment A -
Resolution Approving
Transmission Owner Rate
Case Program Agreement
with NCPA

Item 8: Staff Report
Pg.
36 Packet Pg. 142 of 1352

TO Rate Case Program Agreement
Signature Page 7

CITY OF UKIAH
300 Seminary Avenue
Ukiah, CA 95482

_____________________________
By:__________________________
Title: ________________________
Date:

Approved as to form:

_____________________________
By:__________________________
Its:

Date:

Item 8
Attachment A -
Resolution Approving
Transmission Owner Rate
Case Program Agreement
with NCPA

Item 8: Staff Report
Pg.
37 Packet Pg. 143 of 1352

TO Rate Case Program Agreement
Exhibit A-1

EXHIBIT A

LIST OF PARTICIPANTS AND PROGRAM PARTICIPATION PERCENTAGES The following is a list of the Participants who are signatory to this Agreement, and each Participant’s respective Program Participation Percentage:

Participants Program Participant Percentages
City of Alameda 4.75%
BART 5.01%
City of Biggs 0.20%
City of Gridley 0.45%
City of Healdsburg 0.98%
City of Lodi 6.28%
City of Lompoc 1.86%
City of Palo Alto 11.64%
Plumas Sierra REC 2.14%
Port of Oakland 1.62%
City of Santa Clara 63.55%
City of Ukiah 1.51%
Total 100.00%

Note: The Program Participation Percentages listed in this Exhibit A are consistent with each Participant’s project participation percentage listed in Table A of Commission Resolution 23.122. The Program Participant Percentages listed in the Exhibit A can be amended by the Commission from time to time, pursuant to the voting procedures set forth in Section 3 of this Agreement.

Item 8
Attachment A -
Resolution Approving
Transmission Owner Rate
Case Program Agreement
with NCPA

Item 8: Staff Report
Pg.
38 Packet Pg. 144 of 1352

City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Transportation
Meeting Date: June 3, 2024
Report #:2403-2818
TITLE
Approval of Construction Contract Number C24189247 with Bear Electrical Solutions, Inc. in the amount Not to Exceed $600,000 to provide On-Call Services for Traffic Signal and Electrical Services; CEQA status – categorically exempt (CEQA Guidelines Section 15301).

RECOMMENDATION
Staff recommends that the City Council approve and authorize the City Manager or their designee to execute the linked construction contract with Bear Electrical Solutions, Contract No.

C241892471, in an amount not to exceed $600,000 over four (4) years for On-Call Services for Traffic Signal and Electrical Services, Capital Improvement Program Projects PL-12000, PL-00026, and PL-05030.

EXECUTIVE SUMMARY
The contract for On-Call Traffic Signal and Electrical Services provides for minor improvements to traffic signals, pedestrian warning beacons, and other traffic-related electronic devices identified in response to community service requests such as pedestrian crossing installations and traffic signal improvements on an as-needed basis throughout the term of the contract.

BACKGROUND
Since the adoption of the Palo Alto 311 service request tracking system in April 2015, the Office of Transportation has received community-submitted requests, including items such as the installation of new pedestrian crossing beacons, electronic speed sign installation, installation or modification of existing traffic signals, and traffic-related requests. Staff follows up on such requests as well as proactively determines where modifications to traffic control devices are appropriate. On-call services for traffic-related electrical services provide a cost-effective means 1 https://www.cityofpaloalto.org/files/assets/public/v/1/transportation/city-council-docs/c24189247-bear- electrical-solutions-inc-final.pdf
Item 9
Item 9 Staff Report

Item 9: Staff Report
Pg.
1 Packet Pg. 145 of 1352

to implement such changes to maintain safety and improve ongoing operations throughout the City.

The on-call services would be used in smaller-scale efforts to modify or upgrade existing traffic signals and to upgrade or install new pedestrian crossing beacons and vehicle speed feedback signs. Upgrades to traffic signals may include upgrading pedestrian push buttons to meet new standards for accessible pedestrian signal (APS) systems and upgrading to modern detection systems.

ANALYSIS
The City released an Invitation for Bids (IFB) number 189247 on January 25, 2024, for On-call Traffic Signal and Electrical Services. Bids were opened on February 28, 2024, and the City received one bid in response to the IFB. The bid received was competitive with current trending rates and the bidder provided for the costs of each sample task, as defined in the Scope of Work (see attached contract). The sample tasks defined in the scope of work are anticipated repairs or minor modifications and are similar to individual tasks of similar skill that are often lumped together as part of larger stand-alone projects which would typically go through its own dedicated competitive bid process. Staff has reviewed and accepted the bid submitted and declares Bear Electric Solutions, Inc. as the lowest responsive bidder.

The contract for On-Call Traffic Signal and Electrical Services contractor is essential to the closure of service requests related to operations and improvements to traffic signals, and electronic pedestrian and vehicular devices. The City has verified the Bear Electrical Solutions, Inc. contractor license, and contacted references. The company is in good standing with the State of California with its registration with the Department of Industrial Relations (DIR) and California Secretary of State and Contractor State License Board (CSLB). In addition, Bear Electrical Solutions, Inc. has recently provided exceptional work, in the City of Palo Alto and is familiar with all required City Standards and Specifications, as well as the California Manual of Uniform Traffic Control Devices. Table 1 below summarizes the invitation for bids process.

Item 9
Item 9 Staff Report

Item 9: Staff Report
Pg.
2 Packet Pg. 146 of 1352

Table 1: Summary of Bid Process
Bid Name/Number On-Call Traffic Signal and Electrical
Services (Construction IFB-189247)
Proposed Length of Project 4-years after Contract Execution Number of Bid Packages downloaded by Contractors 11
Number of Bid Packages downloaded by Builder’s
Exchanges 7
Total Days to Respond to Bid 39
Pre-Bid Meeting No
Number of Bids Received: 1
Public Link to Solicitation Project overview (opengov.com) Bid Price Range $600,000

FISCAL/RESOURCE IMPACT
Funding for this contract is available in the Fiscal Year 2024 Adopted Capital Improvement Plan (CIP) budget for the Traffic Signal and ITS Improvements (PL-05030), Parking & Transportation Improvements (PL-12000), and Safe Routes to School (PL-00026) projects. No additional funding is needed or anticipated for the duration of this contract.

ENVIRONMENTAL REVIEW
This contract and associated work qualify for a Categorical Exemption under CEQA Guidelines section 15301 (existing facilities). No trees will be removed, and all work will occur within the existing public right-of-way. The contract will result in the minor alteration of existing traffic signals and pedestrian crossing facilities.

APPROVED BY:

Philip Kamhi, Chief Transportation Official
Item 9
Item 9 Staff Report

Item 9: Staff Report
Pg.
3 Packet Pg. 147 of 1352

3 9
1 3
City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Community Services
Meeting Date: June 3, 2024
Report #:2401-2563
TITLE
Approval of Professional Services Contract Number C24188409 with ACME Technologies in the Total Amount Not-to Exceed $838,623 for a New Software Ticketing System for the Palo Alto Junior Museum & Zoo for a Term of Five Years; CEQA Status – Not a Project

RECOMMENDATION
Staff recommends the City Council authorize the City Manager or their designee to execute contract No. C24188409 (Attachment A) with ACME Technologies for a Total Amount Not-to- Exceed $838,623, including $307,839 in software services, $454,545 in estimated transaction and merchant processing fees, and $76,238 in contingency (10%) for a five-year term ending April 30, 2029.

EXECUTIVE SUMMARY
The proposed contract will provide a new ticketing software for the Palo Alto Junior Museum & Zoo (JMZ) and Children’s Theatre to meet business needs and address customer complaints associated with existing software. No singular vendor met all the unique needs of both facilities; thus, two separate vendors were identified in the selection process. VisionOne, Inc. (dba Accesso ShowWare) was selected for the Children’s Theatre, and ACME Ticketing was selected for the JMZ. The agreement with VisionOne was below Council’s authority threshold for term and cost and was executed by staff.

Customer benefits of ACME include exceptional customer experience, purchasing tickets without an account, gift cards, and the ability to connect safely with other software. There are one-time costs to integrate the software in the first year of $51,000 and annual software usage fees of $44,900, merchant fees for credit card and other processing are estimated at $90,909 per year and will be billed monthly to reimburse the vendor. Over the five-year term, the not-to-exceed value of the agreement is $838,623, which includes $307,839 for software, $454,545 for transaction and merchant fees, and a 10% contingency of $76,238.

Item 10
Item 10 Staff Report

Item 10: Staff Report
Pg.
1 Packet Pg. 148 of 1352

3 9
1 3

BACKGROUND
The Community Services Department (CSD) uses Recreation Management Software to process program registrations, facility rentals, membership sales, ticket sales, and point of sale transactions throughout the department. The system currently meets the needs for program registrations and facility rentals, but it does not meet the business needs for robust and efficient ticket and membership sales, which are heavily used functions for the Junior Museum & Zoo (JMZ) and Children’s Theatre. For the 12-month period of March 2023 to March 2024, the JMZ sold 117,000 tickets, and many families expressed the software is not user friendly and they experience difficulties in selecting dates, and other primary functionalities. One of the largest community complaints is the requirement to create an account to purchase a ticket, which is not a best practice for museums and zoos or theaters. Like the JMZ, the Children’s Theatre experienced difficulties utilizing the department’s existing recreation software for ticket sales. As a system that is tailored to recreation program enrollment, it was not user-friendly in terms of offering multi-tiered pricing for different ages, ticket inventory management, and the purchase and/or refunds of transactions of multiple ticket purchases per person. To address these community concerns and meet the unique business needs, Community Services staff initiated the process to identify new ticketing software.

ANALYSIS
A request for proposals (RFP) was posted on OpenGov Procurement, the City’s eProcurement platform, and 26 vendors were notified. The solicitation period was posted for 21 days, and three proposals were received. The solicitation closed on June 15, 2023.

Proposals were submitted by the June 15, 2023, deadline from three service providers, VisionOne Inc. (ShowWare), ACME, and KMIT Solutions, LLC. All proposals were evaluated and competitive, though varied in services provided. Two were interviewed and asked to demonstrate capabilities.

The evaluation committee found ACME to be best suited to museum and zoo ticketing needs as it offered the best customer experience and the most open platform for integration with other software. The evaluators determined that none of the providers could meet the unique needs for both the JMZ and Children’s Theatre, therefore ACME was selected for the JMZ and ACCESSO was selected for the Children’s Theatre.

Item 10
Item 10 Staff Report

Item 10: Staff Report
Pg.
2 Packet Pg. 149 of 1352

3 9
1 3
Table #1: Summary of Request for Proposal
Proposal Description Software Ticketing Systems for JMZ and Children's Theatre, RFP No. 188409
Proposed Length of Project 3 years
Number of Proposal Packages Downloaded 27
Pre-Proposal Meeting No
Number of Proposals Received 3
Public Link to Solicitation https://procurement.opengov.com/portal/p alo-alto-ca/projects/48205
The proposals were evaluated using the City’s standard criteria. ACME Technologies, Inc. was selected for the JMZ because it was best suited to museum and zoo ticketing needs, offered the best customer experience, and included the most open platform for integration with other software.

ACME Technologies Overview
ACME Technologies is considered a best-of-breed ticketing provider supporting guest serving organizations in the Arts and Cultural space by focusing on providing an exceptional ticketing experience. ACME has built direct partnerships and complementary relationships with other technology providers to bolster the ecosystem of service needs for organizations. After reviewing all the JMZ needs, two additional software services are recommended to be integrated with ACME’s Ticketing System: a customer relationship management software to help the JMZ better understand and communicate with members, and a phone app that would provide additional enhancements to member experiences with the Museum.

Contract Overview
The contract includes the license fees to use ACME’s software, as well as operating and integrating ACME’s software modules for ticketing, membership, customer relationship management system (CRM- a system to record services and communicate with members and ticket buyers) integration, and custom URL (a URL is the address of a webpage) integration. Since every museum and zoo has different ticketing, membership, CRM and URL needs, the contract includes the one-time costs to customize each of the modules to suit the needs of the Palo Alto Junior Museum & Zoo.

For every purchase ACME requires reimbursement of credit card and transaction fees, for which they will bill monthly. Payment processing is most often priced with two components, a percentage, and a fixed fee. This is because interchange (charged by the card issuer) is a percentage cost, while other processing costs such as network, gateway, and Item 10
Item 10 Staff Report

Item 10: Staff Report
Pg.
3 Packet Pg. 150 of 1352

3 9
1 3
tokenization/encryption solutions are charged on a per-transaction basis. The percentage is used because the larger the purchase amount, the more risk every player in the ecosystem has, all the way to the bank that issued the consumer their credit card. To offer the most competitive pricing and ensure they are covering their costs, ACME offers payment pricing with these two components.

Staff has estimated these costs and included them in the contract. ACME will bill the actual cost of these fees monthly under the contract. The contract covers a term of five years, May 1, 2024, through April 30, 2029. Platform license fees are escalated by 5% with the term to account for inflation. A 10% contingency of $76,238 was added to the contract to allow for unforeseen merchant and transaction fees and work that may be necessary for complimentary software integration. The cost of integration with ACME is included in the contract. [Intentionally left blank]
Item 10
Item 10 Staff Report

Item 10: Staff Report
Pg.
4 Packet Pg. 151 of 1352

3 9
1 3
Item 10
Item 10 Staff Report

Item 10: Staff Report
Pg.
5 Packet Pg. 152 of 1352

3 9
1 3

FISCAL/RESOURCE IMPACT
The Community Services Department’s FY 2024 Adopted Operating Budget has sufficient funding to absorb the cost of the contract implementation and integrations. Additional budget allocation is required for the following fiscal years, as the ongoing budget allocated for both Children’s Theatre and JMZ is $50,000 and is insufficient. Funding for future years will be subject to Council’s adoption of future budgets, and if necessary, requests for additional funding in alignment with escalating contract costs will be brought forward as a part of the City’s annual budget development process. Further information on the FY 2025 Proposed Budget regarding the Junior Museum & Zoo including cost recovery and this new software cost can be found in a Finance Committee discussion on May 7, 20241.

STAKEHOLDER ENGAGEMENT
Visitors and members are asked to complete online surveys with questions about frequency of visits, satisfaction with experience, ticket pricing, and preferences regarding membership. structure, and benefits.

Stakeholders in the selection of the software included key city staff members from the Community Services Department including the JMZ and Children’s Theater, as well as the City’s IT and Purchasing Departments.

ENVIRONMENTAL REVIEW
Council action on this item is not a project as defined by CEQA because the approval of ticketing software does not involve any activity which may result in potentially significant impact on the environment per the California Environmental Quality Act. CEQA regulation 15061(b)(3).

ATTACHMENTS
Attachment A: ACME Contract C24188409B
APPROVED BY:

Kristen O'Kane, Community Services Director
1 Finance Committee, May 7, 2024, Agenda Item #6,
https://portal.laserfiche.com/Portal/DocView.aspx?id=72037&repo=r-704298fc&searchid=95493b5f-8a36-4534- 9c94-1498ed237b95
Item 10
Item 10 Staff Report

Item 10: Staff Report
Pg.
6 Packet Pg. 153 of 1352

Professional Services
Rev. Dec.15, 2020

Page 1 of 39 ends

Palo Alto City CouncilJune 3, 2024

Palo Alto City Council
June 3, 2024