Agenda packet — Palo Alto City Council, September 23, 2024 (part 2 of 3)

parties.

SECTION 12. SUBCONTRACTING.

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

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

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

SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Ceri Beeman , 132 E Street, Suite 380, Davis CA 95616, Telephone: ( 530)379-3417, Email: us_tenders@energeia- usa.com as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day-to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s P roject Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s Project Manager.

CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property.

CITY’s Project Manager is Shiva Swaminathan , Utilities Department, Utilities Resource Management Division, 250 Hamilton Ave., Palo Alto, CA , 94301, Telephone: (650) 329-2465, Email: [email protected]. CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time.

SECTION 1 4. OWNERSHIP OF MATERIALS . A ll work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials developed under this Agreement, in any form or media , shall be and remain the exclusive property of CITY without restriction or limitation upon their use. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product available to any individual or organization without the prior written approval of the C ity Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services.

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

SECTION 16. INDEMNITY.

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

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

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

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

SECTION 18. INSURANCE.

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

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

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

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

SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.

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

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

19.3. In event of suspension or termination, CONSULTANT will be paid for the Services rendered and work products delivered to CITY in accordance with the Scope of Services up to the effective date in the notice of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s S ervices provided in material conform ity with this Agreement as such determination is made by the City Docusign Envelope ID: 8D96CC26-4CC3-47B5-B2D6-E3939A5D8A63 Item 4
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Manager acting in the reasonable exercise of his/her discretion . The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25, 27, 28, 29 and 30.

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

SECTION 20. NOTICES.

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

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

With a copy to the Purchasing Manager

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

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

SECTION 21. CONFLICT OF INTEREST.

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

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

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

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

SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.

22.1. As set forth in Palo Alto Municipal Code S ection 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not Docusign Envelope ID: 8D96CC26-4CC3-47B5-B2D6-E3939A5D8A63 Item 4
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discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section

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

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

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

SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE .

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

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

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

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

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

This Project is not a 9204 Public Works Project.

SECTION 28. CONFIDENTIAL INFORMATION.

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

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

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

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

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

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

CONFIDENTIAL INFORMATION FOR ITS LEGAL ARCHIVES, WHICH SHALL REMAIN PROTECTED SUBJECT TO THE TERMS OF THIS AGREEMENT. All Confidential Information is and will remain the property of the CITY and nothing contained in this Agreement grants or confers any rights to such Confidential Information on CONSULTANT.

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

SECTION 29. MISCELLANEOUS PROVISIONS.

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

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

29.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair m arket value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third Docusign Envelope ID: 8D96CC26-4CC3-47B5-B2D6-E3939A5D8A63 Item 4
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parties.

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

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

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

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

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

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

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

EXHIBIT A: SCOPE OF SERVICES
EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS

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

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CONTRACT NO. C25189412C SIGNATURE PAGE

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

CITY OF PALO ALTO

____________________________
City Manager

APPROVED AS TO FORM:

__________________________
City Attorney or designee

ENERGEIA USA

By:_________________________________

Name:_______________________________

Title: _______________________________

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President & CEO
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EXHIBIT A

SCOPE OF SERVICES

CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF SERVICES”. Notwithstanding any provision herein to the contrary, CONSULTANT’s duties and services described in this Scope of Services shall not include preparing or assisting CITY with any portion of CITY’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project. CONSULTANT’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications. CONSULTANT shall cooperate with CITY to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by CONSULTANT pursuant to this Scope of Services.

Services provided under this Agreement will be done on a Task Order basis, and no specific work is authorized by entering into this Agreement without the authorization of Task Orders for specific projects. The scope, budget, and final deliverables for each project under this Agreement will be agreed upon by the CONSULTANT and CITY before each task begins. CONSULTANT shall only be compensated for Services 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 4.

The general type of projects under this Agreement may include, but are not limited to:

1. Valuing the benefits of flexible and distributed technologies like rooftop solar PV, battery energy storage, vehicle to grid, efficient electrification, and other strategies in reducing utility electric supply and distribution system costs and in enhancing customer resiliency.

2. Identification of ways to utilize efficient electrification technologies such as low powered EV chargers, circuit pausers and circuit sharing, smart electrical panels, and whole home back-up switches to lower electrical system upgrade costs of homes.

3. Quantifying the value of resiliency for residents and non-residents.

4. Analyzing the resiliency strategies currently available to residents, such as backup generators, solar and energy storage, and emergency preparation; and analyzing prospective strategies such as vehicle to home technology

5. Developing a list of potential resiliency programs and projects the City and its electric utility could take to enhance electric resiliency for the community, developing estimates of staff time and budgets needed to evaluate each approach in more depth, and developing preliminary cost and value estimates of implementation of each approach where feasible.

6. Evaluating equitable or community-based approaches to the above program (#5 above) focused on low-income residents, critical facilities, or emergency facilities.

7. Evaluating microgrid strategies for the City, its electric utility, and utility customers.

8. Other Distributed Energy Resources (DER) related evaluation.

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electrical panels, and whole home back-up switch to lower electrical system upgrade costs of homes.

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EXHIBIT A-1

PROFESSIONAL SERVICES TASK ORDER

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

CONTRACT NO.

OR PURCHASE ORDER REQUISITION NO. ( AS APPLICABLE)

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

2. CONSULTANT NAME:

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

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

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

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

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

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

APPROVED:

CITY OF PALO ALTO

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

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

APPROVED:

COMPANY NAME: ______________________

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

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EXHIBIT B

SCHEDULE OF PERFORMANCE

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

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

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EXHIBIT C

COMPENSATION

CITY agrees to compensate CONSULTANT for the Services performed in accordance with the terms and conditions of this Agreement, including Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4 of the Agreement), based on the hourly rate schedule attached as Exhibit C-1.

The compensation to be paid to CONSULTANT under this Agreement for all S ervices, any specified reimbursable expenses, and Additional Services (if any, per Section 4), shall not exceed the amount(s) stated in Section 4 of this Agreement . CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4) , within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY.

REIMBURSABLE EXPENSES

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

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

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

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

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

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EXHIBIT C-1

SCHEDULE OF RATES

CONSULTANT’s schedule of rates is as follows:

Staffing Tier Hourly Rates ($/hour)
Project Director (PD) $444
Project Manager (PM) $225
Project Analyst (PA) $131

In addition to the hourly rates outlined above, please indicate a melded/average rate for types of tasks outlined in the statement of work.

• The Energeia team’s blended daily rate is $1,621.
• The Energeia team’s blended hourly rate is $202.

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EXHIBIT D

INSURANCE REQUIREMENTS

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

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

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

REQUIRED TYPE OF COVERAGE REQUIREMENT

MINIMUM LIMITS
EACH

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

STATUTORY

STATUTORY STATUTORY STATUTORY
YES

GENERAL LIABILITY, INCLUDING

PERSONAL INJURY, BROAD FORM

PROPERTY DAMAGE BLANKET

CONTRACTUAL, AND FIRE LEGAL

LIABILITY

BODILY INJURY

PROPERTY DAMAGE

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

$1,000,000

YES

AUTOMOBILE LIABILITY,

INCLUDING ALL OWNED, HIRED,

NON-OWNED

BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE

PROPERTY DAMAGE

BODILY INJURY AND PROPERTY

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

$1,000,000

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

$1,000,000

YES

PROFESSIONAL LIABILITY,

INCLUDING, ERRORS AND

OMISSIONS, MALPRACTICE (WHEN

APPLICABLE), AND NEGLIGENT

PERFORMANCE
ALL DAMAGES $1,000,000
YES

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

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

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

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

I. INSURANCE COVERAGE MUST INCLUDE:

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

II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING EMAIL: [email protected]

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

A. PRIMARY COVERAGE

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

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

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

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B. CROSS LIABILITY

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

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

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

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

C. NOTICE OF CANCELLATION

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

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

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

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

[email protected]

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CITY OF PALO ALTO CONTRACT NO. C25189412D

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF PALO ALTO AND
ENERGY AND ENVIRONMENTAL ECONOMICS, INC.

This Agreement for Professional Services (this “Agreement”) is entered into as of the 16th day of September, 2024 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and ENERGY AND ENVIRONMENTAL ECONOMICS, INC , a California corporation, located at 44 Montgomery Street, Suite 1500, San Francisco, CA 94104 (“CONSULTANT”).

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

RECITALS

A. CITY intends to award a contract (the “Project”) and desires to engage a consultant to assist with undertaking analytical work, program design and development advisory services, technical evaluations (both programmatic and possibly related to specific projects), and policy development assignments in connection with the Project (the “Services”, as detailed more fully in Exhibit A).

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

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

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

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

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

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

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

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maximum compensation amount, in accordance with the provisions of this Agreement.

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

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

SECTION 2. TERM.

The term of this Agreement shall be from the date of its full execution through September 15, 2029 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.

SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT.

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

SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Two Hundred Forty Thousand Dollars ($240,000.00). CONSULTANT shall only be compensated for Services 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 4. CONSULTANT acknowledges and agrees that CON SULTANT is not guaranteed or assured of any specific quantity of Services to be authorized under this Agreement. T he hourly schedule of rates , if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.

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

In addition to the not-to-exceed compensation specified above, CITY has set aside the not- to-exceed compensation amount of Ten Thousand Dollars ($10,000.00) for the performance of Additional Services ( as defined below). The total compensation for Docusign Envelope ID: 6ECD9804-BEEE-46F4-B6DC-0F2830A999D3 Item 4
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performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C, shall not exceed Two Hundred Fifty Thousand Dollars ($250,000.00), as detailed in Exhibit C.

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

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

SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the S ervices performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice.

SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it , its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT Docusign Envelope ID: 6ECD9804-BEEE-46F4-B6DC-0F2830A999D3 Item 4
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under this A greement s hall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances.

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

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

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

SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which CONSULTANT performs the S ervices requested by CITY under this Agreement.

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

SECTION 11. ASSIGNMENT . The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written approval of the C ity Manager. Any purported assignment made without the prior written approval of the City Manager will be void and without effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement Docusign Envelope ID: 6ECD9804-BEEE-46F4-B6DC-0F2830A999D3 Item 4
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will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the parties.

SECTION 12. SUBCONTRACTING.

SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Amber Mahone, 44 Montgomery Street, Suite 1500, San Francisco CA 94104, Telephone: ( 415)391-5100, Email:
[email protected] as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day -to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s P roject Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s Project Manager.

SECTION 1 4. OWNERSHIP OF MATERIALS . A ll work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall Docusign Envelope ID: 6ECD9804-BEEE-46F4-B6DC-0F2830A999D3 Item 4
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make any of such work product available to any individual or organization without the prior written approval of the C ity Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services.

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

SECTION 16. INDEMNITY.

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

SECTION 18. INSURANCE.

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automobile policy or policies.

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

SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.

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Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s S ervices provided in material conform ity with this Agreement as such determination is made by the City Manager acting in the reasonable exercise of his/her discretion . The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25, 27, 28, 29 and 30.

SECTION 20. NOTICES.

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

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

With a copy to the Purchasing Manager

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

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

SECTION 21. CONFLICT OF INTEREST.

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

SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.

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

SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE .

CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030 Docusign Envelope ID: 6ECD9804-BEEE-46F4-B6DC-0F2830A999D3 Item 4
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for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060.

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

This Project is not a 9204 Public Works Project.

SECTION 28. CONFIDENTIAL INFORMATION.

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

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

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

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

SECTION 29. MISCELLANEOUS PROVISIONS.

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

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of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties.

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

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

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

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

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

EXHIBIT A: SCOPE OF SERVICES
EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS

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

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CONTRACT NO. C25189412D SIGNATURE PAGE

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

CITY OF PALO ALTO

____________________________
City Manager

APPROVED AS TO FORM:

__________________________
City Attorney or designee

ENERGY AND ENVIRONMENTAL
ECONOMICS, INC.

By:_________________________________

Name:_______________________________

Title: _______________________________

By:_________________________________

Name:_______________________________

Title: _______________________________

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Amber Mahone
Secretary
Kate Nguyen
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EXHIBIT A

SCOPE OF SERVICES

The general type of projects under this Agreement may include, but are not limited to:

3. Quantifying the value of resiliency for residents and non-residents.

6. Evaluating equitable or community-based approaches to the above program (#5 above) focused on low-income residents, critical facilities, or emergency facilities.

7. Evaluating microgrid strategies for the City, its electric utility, and utility customers.

8. Other Distributed Energy Resources (DER) related evaluation.

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electrical panels, and whole home back-up switch to lower electrical system upgrade costs of homes.

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EXHIBIT A-1

PROFESSIONAL SERVICES TASK ORDER

CONTRACT NO.

OR PURCHASE ORDER REQUISITION NO. ( AS APPLICABLE)

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

2. CONSULTANT NAME:

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

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

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

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

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

APPROVED:

CITY OF PALO ALTO

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

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

APPROVED:

COMPANY NAME: ______________________

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

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EXHIBIT B

SCHEDULE OF PERFORMANCE

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EXHIBIT C

COMPENSATION

REIMBURSABLE EXPENSES

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

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

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EXHIBIT C-1

SCHEDULE OF RATES

CONSULTANT’s schedule of rates is as follows:

Title $/hour
Founding Partner $675
Managing Partner $565
Senior Partner $565
Partner $520
Senior Director $475
Director $455
Associate Director $430
Senior Managing Consultant $400
Managing Consultant $365
Senior Consultant $325
Consultant $270
Associate $235
Analyst $180

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EXHIBIT D

INSURANCE REQUIREMENTS

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

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

REQUIRED TYPE OF COVERAGE REQUIREMENT

MINIMUM LIMITS
EACH

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

STATUTORY

STATUTORY STATUTORY STATUTORY
YES

GENERAL LIABILITY, INCLUDING

PERSONAL INJURY, BROAD FORM

PROPERTY DAMAGE BLANKET

CONTRACTUAL, AND FIRE LEGAL

LIABILITY

BODILY INJURY

PROPERTY DAMAGE

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

$1,000,000

YES

AUTOMOBILE LIABILITY,

INCLUDING ALL OWNED, HIRED,

NON-OWNED

BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE

PROPERTY DAMAGE

BODILY INJURY AND PROPERTY

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

$1,000,000

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

$1,000,000

YES

PROFESSIONAL LIABILITY,

INCLUDING, ERRORS AND

OMISSIONS, MALPRACTICE (WHEN

APPLICABLE), AND NEGLIGENT

PERFORMANCE
ALL DAMAGES $1,000,000
YES

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

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

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

I. INSURANCE COVERAGE MUST INCLUDE:

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

II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING EMAIL: [email protected]

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

A. PRIMARY COVERAGE

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

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

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

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B. CROSS LIABILITY

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

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

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

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

C. NOTICE OF CANCELLATION

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

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

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

[email protected]

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Planning and Development Services
Meeting Date: September 23, 2024
Report #:2408-3421
TITLE
Approve a Revised Project Boundary for the Ongoing Downtown Housing Plan Project. CEQA Status: Exempt per 15061(b)(3)

RECOMMENDATION
The Housing Ad Hoc Committee and staff recommend that the City Council approve the revised boundary of the Downtown Housing Plan.

BACKGROUND
On January 13, 2020, the City Council designated the University Avenue/ Downtown area as a Priority Development Area (PDA). This designation, later approved by the Association of Bay Area Governments (ABAG), encompasses approximately 206 acres within a half-mile radius of the University Avenue Caltrain Station. The PDA was established to guide growth around transit facilities and connect housing to jobs and areas of interest, in alignment with the City’s Comprehensive Plan, Housing Element, and the Sustainability and Climate Action Plan’s goals.

The Metropolitan Transportation Commission (MTC) awarded the City of Palo Alto an $800,000 grant for the preparation of the Downtown Housing Plan upon approval of the designated PDA.

The Plan is intended to focus on increasing housing production, including affordable housing, in the downtown area, implementing policies of the City’s Comprehensive Plan and the Housing Element through extensive community engagement, technical, design, and planning work by qualified consultants.

In March 2022, an RFP was issued outlining the scope of work for the Downtown Housing Plan, and the City Council approved Wallace Roberts and Todd as primary consultants to complete the Downtown Housing Plan in February 2024. The project team officially kicked-off the project in March 2024. Since the project start date, the consultant team has conducted research and documented existing conditions and regulations, held a site visit, and coordinated with the project Technical Advisory Group, which is comprised of interdepartmental City staff and partner agencies. Preliminary stakeholder interviews have been completed, and broader community outreach, including a Community Workshop and survey, will commence in Fall of 2024. The Community Advisory Group selection process is underway.

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ANALYSIS
Current and Proposed Plan Boundaries
The current Downtown Housing Plan boundary (Attachment A) focuses on approximately 76 acres within the University Avenue/ Downtown PDA. The geographic focus includes:
•The area roughly bounded by the Caltrain tracks to the south, Tasso Street to the north, Lytton Avenue to the west, and Forest Avenue to the east; and •19 parcels designated as housing opportunity sites.

Attachment A: Current Downtown Housing
Plan Boundary
Attachment B: Revised Downtown Housing
Plan Boundary
The revised Downtown Housing Plan boundary (Attachment B) would result in the inclusion of 16 additional sites that are designated opportunity sites in the Housing Element. The revised boundary will include expansions in the following areas:
•North: Additional areas to the north of Tasso Street between Lytton and University Avenues. Two additional housing opportunity sites northwest of the Lytton Avenue/Cowper Street intersection.
•East: Expansion to include one opportunity site on Cowper Street and five opportunity sites in an area bounded by High Street, Hamilton Avenue, Ramona Street, and Forest Avenue.

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•West: Expansion to include one opportunity site on Cowper Street and one site on Bryant. Expansion in the general vicinity of Everett Avenue along Emerson Street, High Street, and Alma Street to include a total of five additional opportunity sites. •South: No modification.

Purpose of Boundary Expansion
Staff has identified the following benefits in expanding the Plan boundary to include adjacent opportunity sites identified in the certified Housing Element.

This expansion aims to:
•Align with PDA and Comprehensive Plan goals: The expanded boundary will adhere to the PDA boundary approved by the City Council and MTC. The MTC has reviewed the boundary expansion and has indicated concurrence with staff’s recommendation on expansion. The expanded boundary will also further the Comprehensive Plan policies of stimulating housing near transit (L-2.4) and creating opportunities for new mixed-use development consisting of housing and retail (L-2.6).
•Align with Housing Element Opportunity Sites: The Housing Element opportunity sites were not identified when the City Council approved the Downtown Housing Plan boundary in 2020, and the boundary expansion will achieve greater consistency with the Housing Element by incorporating nearby opportunity sites. •Increase Housing Production: By including additional opportunity sites, the Plan can build upon the analysis completed in the Housing Element and evaluate a greater geographic area within walking distance from to the Palo Alto Caltrain Station, furthering the Housing Element’s goal of increasing overall housing units in downtown.

By including additional opportunity sites in the boundary, the Plan could also evaluate development strategies for the sites.

FISCAL/RESOURCE IMPACT
The change in boundary has no material effect on the project budget and requires no additional funding beyond what has been allocated for the project.

STAKEHOLDER ENGAGEMENT
The preparation of the Plan involves extensive community and stakeholder outreach, and the project team has tentatively scheduled the first community workshop on October 10, 2024, and a Community Advisory Group meeting will also be held in Fall of 2024. Finalization of the boundary is an important step to complete prior to the initiation of broad community outreach, as project messaging should be consistent throughout the duration of the project.

ENVIRONMENTAL REVIEW
The actions recommended in this report are exempt from review under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15061(b)(3) because it Item 5
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can be seen with certainty that there is no possibility that adjusting plan boundaries may have a significant impact on the environment. The City will prepare an environmental analysis for the Downtown Housing Plan when more project specifics have been identified.

ATTACHMENTS
Attachment A: Current Downtown Housing Plan Boundary
Attachment B: Revised Downtown Housing Plan Boundary
APPROVED BY:

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0.5 MILE WALK

PALO ALTO

STATI ON

ALM A ST

TASSO ST

KI PLI N G ST

H I GH ST

EM ERSON ST

RAM ON A ST

BRYAN T ST

WAVERLY ST

COWPER ST

WEB STER ST

F ORE ST AVE

H AM I LTON AVE

U N I VERSI TY AVE

LYTTO N AVE

E VERE TT AVE

FLORE N CE ST

EL CAM I N O REAL
0 250 500
Feet
Housing Element Sites
Stati on
R ail Corri dor
Existing Plan Boundary
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Downtown Housing Plan
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0.5 MILE WALK

PALO ALTO

STATI ON

ALM A ST

TASSO ST

KI PLI N G ST

H I GH ST

EM ERSON ST

RAM ON A ST

BRYAN T ST

WAVERLY ST

COWPER ST

WEB STER ST

F ORE ST AVE

H AM I LTON AVE

U N I VERSI TY AVE

LYTTO N AVE

E VERE TT AVE

FLORE N CE ST

EL CAM I N O REAL
0 250 500
Feet
Housing Element Sites
Stati on
R ail Corri dor
Existing Plan Boundary
Proposed Plan Boundary
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Downtown Housing Plan
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Planning and Development Services
Meeting Date: September 23, 2024
Report #:2408-3407
TITLE
Approval of Contract Amendment Number 3 to Seven Contracts in the amount of $750,000 for On-Call Services to Provide Expertise for Long-Range Planning Projects, Application Processing, Environmental Review, and Other Planning Analysis in the Planning and Development Services Department. CEQA Status: Not a Project.

RECOMMENDATION
Staff recommends that the City Council approve and authorize the City Manager or designee to execute amendments for the following seven contracts for long-range planning, application processing, and historic and environmental review services in an amount not to exceed $750,000 and to extend the contract term for nine months. This amendment results in a revised total contract not-to-exceed amount of $4.25 million through June 30, 2025. a. Contract Amendment No. 3 C20178877A with Lexington Planning (Attachment A); b. Contract Amendment No. 3 C20178878 with Metropolitan Planning Group (Attachment B);
c. Contract Amendment No. 3 C20178879 with Arnold Mammarella, Architecture and Consulting (Attachment C);
d. Contract Amendment No. 3 C20178881 with Page Southerland Page, Inc. (Attachment D); e. Contract Amendment No. 3 C20178882 with Placeworks, Inc. (Attachment E); f. Contract Amendment No. 3 C20178884 with Urban Planning Partners, Inc. (Attachment F), and;
g. Contract Amendment No. 3 C20178891 with Michael Baker International, Inc. (Attachment G).

EXECUTIVE SUMMARY
The action extends the contract authority and term; no additional budget is requested at this time as funding to support this work is included in the approved FY 2025 Operating Budget. No Item 6
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work will be assigned to consultants under these contracts unless there is sufficient operating budget to cover the costs.

The Planning and Development Services (PDS) Department relies on the use of on-call service providers for project specific expertise and application processing for development activity.

Additional contract capacity is required at this time to provide continuity of services for work related to current planning application processing, the parklet prototype study, the retail study, and projects related to the Housing Element implementation. In addition, staff expect to utilize available on-call providers to assist with Council priorities and to initiate anticipated projects until June 2025 when a request for proposals (RFP) with an expanded scope is expected to be completed.

BACKGROUND
The PDS Department relies on the use of on-call service providers for project-specific expertise and application processing for development activity. In June 2020, the City Council approved eight planning services on-call contracts 1 for a combined not-to-exceed amount of $1.5 million over a four-year period, through June 30, 2024. Although the original anticipated total not-to- exceed amount was for $5.0 million, staff requested a reduced initial amount of $1.5 million given the financial uncertainty at the time and notified Council of the need to return for additional contract authority before the end of the contract term. In April 2023, the City Council approved Amendment No. 12 which increased the not-to-exceed amount to $3.0 million. In April 2024, the City Council approved Amendment No. 2 3 which increased the not-to-exceed amount to $3.5 million.

An updated RFP with expanded scope was expected to be completed for FY2025 but will instead be implemented for FY2026 to allow for the inclusion of additional expertise such as housing, transportation, and biological studies, land use economics, and wireless policy and standards.

While long-range planning is not fully fee-supported, fees from current planning projects offset the consultant costs related to their corresponding projects. On-call contracts are utilized as needed, contingent upon available funding within the annual Adopted Operating Budget.

ANALYSIS
On-call contracts provide expert service that is efficient, responsive, and available as needed. The PDS Department’s use of on-call professionals offer a flexible solution to the City’s evolving 1 City Council, June 22, 2020; Agenda Item #10, SR# 11147, https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes-reports/reports/city-manager-reports- cmrs/year-archive/2020/id-11147.pdf
2 City Council, April 3, 2023; Agenda Item #10, SR# 2303-1145, https://cityofpaloalto.primegov.com/Portal/viewer?id=1892&type=0 3 City Council, April 15, 2024; Agenda Item #10, SR#2402-2584, https://cityofpaloalto.primegov.com/Portal/viewer?id=0&type=7&uid=bf799eba-f2f7-456c-8697-f993ab652538 Item 6
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needs, enabling staff to respond to the changing needs of the community while maintaining fiscal prudence. Through the use of on-call providers, the City has the ability to scale services up or down based on workload, staffing level, technical expertise, and economic conditions. This approach ensures the continuity of services during staffing vacancies or peak application volume and provides specialized expertise required for policy consideration as it relates to Council priorities. Utilizing on-call consultants allows the department to avoid overstaffing for peak application volume and specialized technical support.

Generally, staff will develop a scope of work and issue the project to the firm best suited to execute on the work based on the qualifications such as experience, subject area expertise, timeline, and cost. Each of the firms offer varying skills and services, so not all firms are considered for all projects. The current contract not-to-exceed amount of $3.5 million has been shared by the group of on-call professionals since June 2020. Shared work includes application processing, individual reviews, SB9 case reviews, building plan check and permit reviews, and subject matter expertise required for program and project support. Examples of additional recent work performed related to City Council priorities includes the Housing Element, state law handouts, North Ventura Coordinated Area Plan, El Camino Real massing model, retail recovery study, parklet program, accessory dwelling unit guide, and bird safe ordinance development.

Table 1: Planning On-Call Contracts Allocated or Spent through Amendment 2 (Since 2020) To allow for continuity of services, staff is returning to the City Council to increase the not-to- exceed amount by $750,000 for the completion of work in progress prior to the release of a new RFP expected to be completed in the latter half of FY2025. Extension of the agreement until June will allow staff to transition any ongoing work and projects to the new set of approved on-call professionals. To date, the City has spent or allocated $3.3 million of the contract. The additional contract capacity of $750,000 will support ongoing current planning application processing, California Environmental Quality Act (CEQA) analysis for car free streets, FY 2025 Council priorities and Housing Element implementation, including the retail zoning strategy, HS&EB 48, and HS&EB 50.

FISCAL/RESOURCE IMPACT
Use of consultants for specific assistance is an efficient and effective use of resources, allowing the department to quickly access needed technical skills. The cost of the contracts is offset by Item 6
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fees collected by the department for application processing, consistent with the FY 2025 Adopted Municipal Fee Schedule.

The budget for these contracts is included in the PDS Department’s adopted budget. The use of contractors for planning work is contingent on (1) approved contracts with capacity to support the required scope, and (2) availability of funding in the department’s approved budget. Staff is not requesting a budget increase. No work will be assigned to consultants under these contracts unless there is sufficient operating budget to cover the costs.

STAKEHOLDER ENGAGEMENT
Professional planners and managers in the PDS Department participated in the development of this recommendation, given departmental workload.

ENVIRONMENTAL REVIEW
Approval of these contracts is not a project under the California Environmental Quality Act (CEQA); therefore, no environmental review is required.

ATTACHMENTS
Attachment A: Contract No. C20178877A with Lexington Planning Attachment B: Contract No. C20178878 with Metropolitan Planning Group Attachment C: Contract No. C20178879 with Arnold Mammarella, Architecture and Consulting Attachment D: Contract No. C20178881 with Page Southerland Page, Inc.

Attachment E: Contract No. C20178882 with Placeworks, Inc.

Attachment F: Contract No. C20178884 with Urban Planning Partners, Inc.

Attachment G: Contract No. C20178891 with Michael Baker International, Inc.

APPROVED BY:

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AMENDMENT NO. 3 TO CONTRACT NO. C20178877A

BETWEEN THE CITY OF PALO ALTO AND LEXINGTON PLANNING LLC

This Amendment No. 3 (this “Amendment”) to Contract No. C20178877A (the “Contract” as defined below) is entered into as of October 1, 2024, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and LEXINGTON PLANNING LLC, a Vermont limited liability company, located at P.O. Box 832, Middlebury, VT, 05753 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.

R E C I T A L S

A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of providing on-call planning support services, as detailed therein.

B. On June 22, 2020, the Contract was entered into as an aggregate amount, not-to- exceed One Million Five Hundred Thousand Dollars ($1,500,000.00) over a four -year term through June 30, 2024, across a total of eight (8) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178 882, C20178883, C20178884, and C20178891) , as detailed therein

C. On April 3, 2023, the Contract was amended to increase the aggregate amount, not-to-exceed Three Million Dollars ($3,000,000.00) over a four-year term through June 30, 2024, across a tota l of seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891).

D. On April 1, 2024, the Contract was amended to extend the contract term by three (3) months, from June 30, 2024 to September 30, 2024 and to increase the aggregate amount, not-to-exceed to Three Million Five Hundred Thousand Dollars ($3,500,000.00) over four -year and three -month term through September 30, 2024, across a total of seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891).

E. The Parties now wish to amend all seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891) to extend the contract term by nine (9) months, from September 30, 2024 to June 30, 2025, and to increase the aggregate amount by Seven Hundred Fifty Thousand Dollars ($ 750,000.00), from Three Million Five Hundred Thousand Dollars ($3, 500,0000.00), to a not to exceed compensation amount of Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00), 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:

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No. C20178877A with
Lexington Planning

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a. Contract. The term “Contract” shall mean Contract No. C20178877A between CONSULTANT and CITY, dated June 22, 2020, as amended by:

Amendment No.1, dated April 3, 2023
Amendment No. 2, dated April 1, 2024

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

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

“The term of this Agreement shall be from the date of its full execution through June 30, 2025, 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, is in an aggregate amount that shall not exceed Four Million Two Hundred Fifty Thousand Dollars ($ 4,250,000.00) over the Term across a total of seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891), of which this is one.

The seven contracts will be administered by the CITY’s PLANNING & DEVELOPMENT SERVICES to ensure the total aggregate of compensation paid over the Term does not exceed the amounts set forth herein. CONSULTANT acknowledges and agrees that the CITY is hiring seven (7) consultants, including CONSULTANT, none of whom will be guaranteed or assured of any specific quantity of work to be performed. If the work is performed by any one or more consultants, including CONSULTANT, CITY will ensure that total compensati on to all seven consultants including CONSULTANT, will not exceed in aggregate, across all seven (7) consultant agreements, and will not exceed in aggregate Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00).

CONSULTANT agrees t o complete all Services described in Exhibit A, including reimbursable expenses, are subject to a Maximum Total Compensation “NOT TO EXCEED” amount of Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00) during the term of the agre ement.

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.

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 f or the proper completion of the Project, but Docusign Envelope ID: D83928FF-30E3-4008-9E8E-3C0C79548AA9 Item 6
Attachment A - Contract
No. C20178877A with
Lexington Planning

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which is not included within the Scope of Services described at Exhibit “A”. CITY and CONSULTANT may at any time mutually agree to add new position titles, rates, and adjust listed rates in Exhibit “C-1” so long as the changes do not increase the not to exceed amount.

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

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

(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)

Docusign Envelope ID: D83928FF-30E3-4008-9E8E-3C0C79548AA9 Item 6
Attachment A - Contract
No. C20178877A with
Lexington Planning

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SIGNATURES OF THE PARTIES

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

CITY OF PALO ALTO

City Manager

APPROVED AS TO FORM:

City Attorney or designee

LEXINGTON PLANNING LLC

Officer 1

By:

Name: Jean Eisberg
Title: Principal
[email protected]

Docusign Envelope ID: D83928FF-30E3-4008-9E8E-3C0C79548AA9 Item 6
Attachment A - Contract
No. C20178877A with
Lexington Planning

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AMENDMENT NO. 3 TO CONTRACT NO. C20178878

BETWEEN THE CITY OF PALO ALTO AND METROPOLITAN PLANNING GROUP

This Amendment No. 3 (this “Amendment”) to Contract No. C20178878 (the “Contract” as defined below) is entered into as of October 1, 2024, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and METROPOLITAN PLANNING GROUP, a California corporation, located at 51 E. Campbell Ave #1247 , Campbell, CA, 9500 9 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.

R E C I T A L S

A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of providing on-call planning support services, as detailed therein.

B. On June 22, 2020, the Contract was entered into as an aggregate amount, not-to- exceed One Million Five Hundred Thousand Dollars ($1,50 0,000.00) over a four -year term through June 30, 2024, across a total of eight (8) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178883, C20178884, and C20178891).

C. On April 3, 2023, the Contract was amended to incre ase the aggregate amount, not-to-exceed Three Million Dollars ($3,000,000.00) over a four-year term through June 30, 2024, across a total of seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891).

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:

Docusign Envelope ID: 324EF7D0-F389-4406-A722-C402A11038BC Item 6
Attachment B - Contract
No. C20178878 with
Metropolitan Planning
Group

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a. Contract. The term “Contract” shall mean Contract No. C20178878 between CONSULTANT and CITY, dated June 22, 2020, as amended by:

Amendment No. 1, dated April 3, 2023
Amendment No. 2, dated April 1, 2024

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

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

“The term of this Agreement shall be from the date of its full execution through June 30, 2025, 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, is in an aggregate amount that shall not exceed Four Million Two Hundred Fifty Thousand Dollar s ($ 4,250,000.00) over the Term across a total of seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891), of which this is one.

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.

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 f or the proper completion of the Project, but Docusign Envelope ID: 324EF7D0-F389-4406-A722-C402A11038BC Item 6
Attachment B - Contract
No. C20178878 with
Metropolitan Planning
Group

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

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

(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)

Docusign Envelope ID: 324EF7D0-F389-4406-A722-C402A11038BC Item 6
Attachment B - Contract
No. C20178878 with
Metropolitan Planning
Group

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SIGNATURES OF THE PARTIES

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

CITY OF PALO ALTO

City Manager

APPROVED AS TO FORM:

City Attorney or designee

METROPOLITAN PLANNING GROUP

Officer 1

By:

Name: Geoff Bradley
Title: President
[email protected]

Officer 2

By:

Name: Heather Bradley
Title: Treasurer
[email protected]

Docusign Envelope ID: 324EF7D0-F389-4406-A722-C402A11038BC Item 6
Attachment B - Contract
No. C20178878 with
Metropolitan Planning
Group

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AMENDMENT NO. 3 TO CONTRACT NO. C20178879

BETWEEN THE CITY OF PALO ALTO AND

ARNOLD MAMMARELLA ARCHITECTURE & CONSULTING

This Amendment No. 3 (this “Amendment”) to Contract No. C20178879 (the “Contract” as defined below) is entered into as of October 1, 2024, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and ARNOLD MAMMARELLA ARCHITECTURE & CONSULTING, a sole proprietor, located at 1569 Solano Avenue, #411, Berkeley, CA 94707 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.

R E C I T A L S

A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of providing on-call planning support services, as detailed therein.

B. On June 22, 2020, the Contract was entered into as an aggregate amount, not-to- exceed One Million Five Hundred Thousand Dollars ($1,50 0,000.00) over a four -year term through June 30, 2024, across a total of eight (8) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178883, C20178884, and C20178891) , as detailed therein

C. On April 3, 2023, the Contract was amended to increase the aggregate amount, not-to-exceed Three Million Dollars ($3,000,000.00) over a four-year term through June 30, 2024, across a total of seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891).

E. The Parties now wish to amend all seven (7) consultant agreements (C20178877A, C20178878, C20178879, C2017 8881, C20178882, C20178884, and C20178891) to extend the contract term by nine (9) months, from September 30, 2024 to June 30, 2025, and to increase the aggregate amount by Seven Hundred Fifty Thousand Dollars ($ 750,000.00), from Three Million Five Hundred Thousand Dollars ($3, 500,0000.00), to a not to exceed compensation amount of Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00), as detailed herein.

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

Docusign Envelope ID: AAF33DBB-B8F1-4892-B546-1761A11F9C28 Item 6
Attachment C - Contract
No. C20178879 with
Arnold Mammarella,
Architecture and
Consulting

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

a. Contract. The term “Contract” shall mean Contract No. C20178879 between CONSULTANT and CITY, dated June 22, 2020, as amended by:

Amendment No. 1, dated April 3, 2023
Amendment No. 2, dated April 1, 2024

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

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

“The term of this Agreement shall be from the date of its full execution through June 30, 2025, 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, is in an aggregate amount that shall not exceed Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00) over the Term across a total of seven (7) cons ultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891), of which this is one.

The seven contracts will be administered by the CITY’s PLANNING & DEVELOPMENT SERVICES to ensure the total aggregate of compensati on paid over the Term does not exceed the amounts set forth herein. CONSULTANT acknowledges and agrees that the CITY is hiring seven (7) consultants, including CONSULTANT, none of whom will be guaranteed or assured of any specific quantity of work to be pe rformed. If the work is performed by any one or more consultants, including CONSULTANT, CITY will ensure that total compensation to all seven consultants including CONSULTANT, will not exceed in aggregate, across all seven (7) consultant agreements, and wi ll not exceed in aggregate Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00).

CONSULTANT agrees to complete all Services described in Exhibit A, including reimbursable expenses, are subject to a Maximum Total Compensation “NOT TO EXCEED” amo unt of Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00) during the term of the agreement.

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.

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 authoriza tion of CITY. Additional Services shall mean any Docusign Envelope ID: AAF33DBB-B8F1-4892-B546-1761A11F9C28 Item 6
Attachment C - Contract
No. C20178879 with
Arnold Mammarella,
Architecture and
Consulting

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work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. CITY and CONSULTANT may at any time mutually agree to add new position titles, rates, and adjust listed rates in Exhibit “C-1” so long as the changes do not increase the not to exceed amount.

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

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

(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)

Docusign Envelope ID: AAF33DBB-B8F1-4892-B546-1761A11F9C28 Item 6
Attachment C - Contract
No. C20178879 with
Arnold Mammarella,
Architecture and
Consulting

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SIGNATURES OF THE PARTIES

IN WITNESS WHEREOF, the Parties have by their duly authorized re presentatives 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

ARNOLD MAMMARELLA

ARCHITECTURE & CONSULTING

Officer 1

By:

Name: Arnold Mammarella
Title: Principal
[email protected]

Docusign Envelope ID: AAF33DBB-B8F1-4892-B546-1761A11F9C28 Item 6
Attachment C - Contract
No. C20178879 with
Arnold Mammarella,
Architecture and
Consulting

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AMENDMENT NO. 3 TO CONTRACT NO. C20178881
BETWEEN THE CITY OF PALO ALTO AND PAGE SOUTHERLAND PAGE, INC.

This Amendment No. 3 (this “Amendment”) to Contract No. C20178881 (the “Contract” as defined below) is entered into as of October 1, 2024, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and PAGE SOUTHERLAND PAGE, INC. a Delaware corporation, located at 200 W. 6 TH Street Suite 1800, Austin, TX 78701 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.

R E C I T A L S

A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of providing on-call planning support services, as detailed therein.

C. On April 3, 2023, the Contract was amended to increase the aggregate amount, not-to-exceed Three Million Dollars ($3,000,000.00) over a four-year term through June 30, 2024, across a total of seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891).

D. On April 1, 2024, the Contract was amended to extend the contract term by three (3) months, from June 30, 2024 to September 30, 2024 and to increase the aggregate amount, not-to-exceed to Three Million Five Hundred Thousand Dollars ($3,500,000.00) over four -year and three -month term through September 30, 2024, acr oss a total of seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891).

E. The Parties now wish to amend all seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C2017888 2, C20178884, and C20178891) to extend the contract term by nine (9) months, from September 30, 2024 to June 30, 2025, and to increase the aggregate amount by Seven Hundred Fifty Thousand Dollars ($ 750,000.00), from Three Million Five Hundred Thousand Dollars ($3, 500,0000.00), to a not to exceed compensation amount of Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00), 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:

Docusign Envelope ID: AC658E40-E410-4D8B-9625-D2130DC7922D Item 6
Attachment D - Contract
No. C20178881 with Page
Southerland Page, Inc.

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a. Contract. The term “Contract” shall mean Contract No. C20178881 between CONSULTANT and CITY, dated June 22, 2020, as amended by:

Amendment No. 1, dated April 3, 2023
Amendment No. 2, dated April 1, 2024

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

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

“The term of this Agreement shall be from the date of its full execution through June 30, 2025, 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:

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.

Additional Services, if any, shall be authorized in accordance with an d 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 Docusign Envelope ID: AC658E40-E410-4D8B-9625-D2130DC7922D Item 6
Attachment D - Contract
No. C20178881 with Page
Southerland Page, Inc.

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

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

(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)

Docusign Envelope ID: AC658E40-E410-4D8B-9625-D2130DC7922D Item 6
Attachment D - Contract
No. C20178881 with Page
Southerland Page, Inc.

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SIGNATURES OF THE PARTIES

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

CITY OF PALO ALTO

City Manager

APPROVED AS TO FORM:

City Attorney or designee

PAGE SOUTHERLAND PAGE, INC.

Officer 1

By:

Name: Elizabeth Foster
Title: Vice President
[email protected]

Officer 2

By:

Name: Barbara Maloney
Title: Vice President
[email protected]

Docusign Envelope ID: AC658E40-E410-4D8B-9625-D2130DC7922D Item 6
Attachment D - Contract
No. C20178881 with Page
Southerland Page, Inc.

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AMENDMENT NO. 3 TO CONTRACT NO. C20178882
BETWEEN THE CITY OF PALO ALTO AND PLACEWORKS, INC.

This Amendment No. 3 (this “Amendment”) to Contract No. C20178882 (the “Contract” as defined below) is entered into as of October 1, 2024, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and PLACEWORKS, INC., a California corporation, located at 3 MacArthur Place, Suite 1100, Santa Ana, CA 92707 (“CONSULTANT”).

CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.

R E C I T A L S

A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of providing on-call planning support services, as detailed therein.

B. On June 22, 2020, the Contract was entered into as an aggregate amount, not-to- exceed One Million Five Hundred Thousand Dollars ($1,500,000.00) over a four- year term through June 30, 2024, across a total of eight (8) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178883, C20178884, and C20178891) , as detailed therein

C. On April 3, 2023, the Contract was amended to increase the aggregate amount, not-to-exceed Three Million Dollars ($3,000,000.00) over a four-year term through June 30, 2024, across a total of seven (7) consultant agreements (C20178877 A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891) as detailed therein.

E. The Parties now wish to amend all seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891) to extend the contract term by nine (9 ) months, from September 30, 2024 to June 30 , 2025, and to increase the aggregate amount by Seven Hundred Fifty Thousand Dollars ($ 750,000.00), from Three Million Five Hundred Thousand Dollars ($3, 500,0000.00), to a not to exceed compensation amount of Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00), 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:

Docusign Envelope ID: 2E203AC0-F770-4D07-8AF8-DCCF95C3C883 Item 6
Attachment E - Contract
No. C20178882 with
Placeworks, Inc.

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a. Contract. The term “Contract” shall mean Contract No. C20178882 between CONSULTANT and CITY, dated June 22, 2020, as amended by:

Amendment No. 1, dated April 3, 2023
Amendment No. 2, dated April 1, 2024

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

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

“The term of this Agreement shall be from the date of its full execution through June 30, 2025, 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, is in an aggregate amount that shall not exceed Four Million Two Hundred Fifty Thousand Dollar s ($ 4,250,000.00) over the Term across a total of seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891), of which this is one.

The seven contracts will be administered by the CITY’s PLANNING & DEVELOPMENT SERVICES to ensure the total aggregate of compensation paid over the Term does not exceed the amounts set forth herein. CONSULTANT acknowledges and agrees that the CITY is hiring seven (7) consultants, including CONSULTANT, none of whom will be guaranteed or assured of any specific quantity of work to be performed. If the work is performed by any one or more consultants, including CONSULTANT, CITY will ensure that total compensation to all seven consultants including CONSULTANT, will not exceed in aggregate, across all seven (7) consultant agreements, and will not exceed in aggregate Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00).

CONSULTANT agrees to complete all Services described in Exhibit A, including reimbursable expenses, are subject to a Maximum Total Compensation “NOT TO EXCEED” amount of Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00) during the term of the agreement.

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.

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 Docusign Envelope ID: 2E203AC0-F770-4D07-8AF8-DCCF95C3C883 Item 6
Attachment E - Contract
No. C20178882 with
Placeworks, Inc.

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work that is determined by CIT Y to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. CITY and CONSULTANT may at any time mutually agree to add new position titles, rates, and adjust listed rates in Exhibit “C-1” so long as the changes do not increase the not to exceed amount.

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

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

(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)

Docusign Envelope ID: 2E203AC0-F770-4D07-8AF8-DCCF95C3C883 Item 6
Attachment E - Contract
No. C20178882 with
Placeworks, Inc.

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SIGNATURES OF THE PARTIES

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

CITY OF PALO ALTO

City Manager

APPROVED AS TO FORM:

City Attorney or designee

PLACEWORKS, INC.

Officer 1

By:

Name: Kara L Kosel
Title: Finance/CFO
[email protected]

Officer 2

By:

Name: Randal W. Jackson
Title: President
[email protected]

Docusign Envelope ID: 2E203AC0-F770-4D07-8AF8-DCCF95C3C883 Item 6
Attachment E - Contract
No. C20178882 with
Placeworks, Inc.

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AMENDMENT NO. 3 TO CONTRACT NO. C20178884
BETWEEN THE CITY OF PALO ALTO AND URBAN PLANNING PARTNERS, INC.

This Amendment No. 3 (this “Amendment”) to Contract No. C20178884 (the “Contract” as defined below) is entered into as of October 1, 2024, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and URBAN PLANNING PARTNERS, INC., a California corporation, located at 388 17th Street, Suite 230, Oakl and, CA 94612 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.

R E C I T A L S

A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of providing on-call planning support services, as detailed therein.

B. On June 22, 2020, the Contract was entered into as an aggregate amount, not-to- exceed One Million Five Hundred Thousand Dollars ($1,500,000.00) over a four -year term through June 30, 202 4, across a total of eight (8) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178883, C20178884, and C20178891) , as detailed therein

C. On April 3, 2023, the Contract was amended to increase the aggregate amount, not-to-exceed Three Million Dollars ($3,000,000.00) over a four-year term through June 30, 2024, across a total of seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891).

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:

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Attachment F - Contract
No. C20178884 with
Urban Planning Partners,
Inc.

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a. Contract. The term “Contract” shall mean Contract No. C20178883 between CONSULTANT and CITY, dated June 22, 2020, as amended by:

Amendment No. 1, dated April 3, 2023
Amendment No. 2, dated April 1, 2024

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

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

“The term of this Agreement shall be from the date of its full execution through June 30, 2025, 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, is in an aggregate amount that shall not exceed Four Million Two Hundred Fifty Thousand Dollar s ($ 4,250,000.00) over the Term across a total of seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891), of which this is one.

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.

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 Docusign Envelope ID: D75E52C0-9981-4C9F-91A3-0D0583FADF53 Item 6
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No. C20178884 with
Urban Planning Partners,
Inc.

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work that is determined by CITY to be necessary f or the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. CITY and CONSULTANT may at any time mutually agree to add new position titles, rates, and adjust listed rates in Exhibit “C-1” so long as the changes do not increase the not to exceed amount.

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

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

(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)

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Inc.

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SIGNATURES OF THE PARTIES

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

CITY OF PALO ALTO

City Manager

APPROVED AS TO FORM:

City Attorney or designee

URBAN PLANNING PARTNERS, INC.

Officer 1

By:

Name: Lynette Dias
Title: Principal
[email protected]

Officer 2

By:

Name: Carla Violet
Title: Associate Principal
[email protected]

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AMENDMENT NO. 3 TO CONTRACT NO. C20178891
BETWEEN THE CITY OF PALO ALTO AND MICHAEL BAKER INTERNATIONAL, INC.

This Amendment No. 3 (this “Amendment”) to Contract No. C20178891 (the “Contract” as defined below) is entered into as of October 1, 2024, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and MICHAEL BAKER INTERNATIONAL INC., a Pennsylvania corporation, located at 100 Airside Drive Moon Township, PA 15108 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.

R E C I T A L S

A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of providing on-call planning support services, as detailed therein.

B. On June 22, 2020, the Contract was entered into as an aggregate amount, not-to- exceed One Million Five Hundred Thousand Dollars ($1,500,000.00) over a four -year term through June 30, 2024, across a total of eight (8) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178883, C20178884, and C20178891) , as detailed therein

C. On April 3, 2023, the Contract was amended to increase the aggregate amount, not-to-exceed Three Million Dollars ($3,000,000.00) over a four-year term through June 30, 2024, across a total of seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178881, C20178882, C20178884, and C20178891).

E. The Parties now wish to amend all seven (7) consultant agreements (C20178877A, C20178878, C20178879, C20178 881, C20178882, C20178884, and C20178891) to extend the contract term by nine (9) months, from September 30, 2024 to June 30, 2025, and to increase the aggregate amount by Seven Hundred Fifty Thousand Dollars ($ 750,000.00), from Three Million Five Hundred Thousand Dollars ($3, 500,0000.00), to a not to exceed compensation amount of Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00), as detailed herein.

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

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No. C20178891 with
Michael Baker
International, Inc.

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

a. Contract. The term “Contract” shall mean Contract No. C20178891 between CONSULTANT and CITY, dated June 22, 2020, as amended by:

Amendment No. 1, dated April 3, 2023
Amendment No. 2, dated April 1, 2024

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

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

“The term of this Agreement shall be from the date of its full execution through June 30, 2025, 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:

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.

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 Docusign Envelope ID: C8D067B0-41E0-4B45-BB41-2CE5A7EFF345 Item 6
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No. C20178891 with
Michael Baker
International, Inc.

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performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary f or the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”. CITY and CONSULTANT may at any time mutually agree to add new position titles, rates, and adjust listed rates in Exhibit “C-1” so long as the changes do not increase the not to exceed amount.

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

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

(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)

Docusign Envelope ID: C8D067B0-41E0-4B45-BB41-2CE5A7EFF345 Item 6
Attachment G - Contract
No. C20178891 with
Michael Baker
International, Inc.

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SIGNATURES OF THE PARTIES

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

CITY OF PALO ALTO

City Manager

APPROVED AS TO FORM:

City Attorney or designee

MICHAEL BAKER INTERNATIONAL, INC.

Officer 1

By:

Name: Christopher Alberts
Title: Vice President
[email protected]

Officer 2

By:

Name: Richard Beck
Title: Assistant Secretary
[email protected]

Docusign Envelope ID: C8D067B0-41E0-4B45-BB41-2CE5A7EFF345 Item 6
Attachment G - Contract
No. C20178891 with
Michael Baker
International, Inc.

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: City Auditor
Meeting Date: September 23, 2024
Report #:2409-3430
TITLE
Approval of Two Audits as Recommended by the Policy & Services Committee: Public Safety Construction Audit and Parking Permit Technology Contracts Audit

RECOMMENDATION
The Policy & Services Committee and Office of the City Auditor recommend City Council approve the results of two audits
1) Public Safety Construction Audit (Attachment A, P&S Committee recommended approval on June 11, 2024) and
2) Parking Permit Technology Contracts Audit (Attachment B, P&S Committee recommended approval on August 13, 2024).

EXECUTIVE SUMMARY
Public Safety Building Construction Audit
Baker Tilly Advisory Group, LP (Baker Tilly), in its capacity serving as the Office of the City Auditor (OCA) for the City of Palo Alto (the City) performed construction audit services on the Public Safety Building project. The objectives of this audit were to verify that billings to the City from the Architect, Engineer, Inspector of Record, Construction Manager, Contractor, and Waterproofing Inspector were compliant with the terms of the applicable contracts.

The new Public Safety Building will house the Police Department, 911 Emergency Dispatch Center, the Emergency Operations Center, the Office of Emergency Services, and the administration needs of the Fire Department. The Public Safety Building is part of the Capital Improvement (Infrastructure) Plan introduced in 2014. Non-compliance with contract terms related to project billings can result in cost overruns that impact the overall project budget. The audit found no material billing errors and did not recommend any additional actions.

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Parking Permit Technology Contracts Management Audit
Baker Tilly Advisory Group, LP (Baker Tilly), in its capacity serving as the Office of the City Auditor (OCA) for the City of Palo Alto (the City) performed an audit of the parking permit technology contract management process and controls based on the approved Task Order 4.16 in alignment with the FY 2022 citywide risk assessment and audit plan. The objectives of this review were to: 1) Determine whether adequate policies and procedures are implemented effectively to protect the privacy of personal information gathered using parking permit technology for the City’s parking management. 2) Determine whether the City monitors the parking permit vendor’s performance to ensure compliance with contract terms and applicable laws and regulations related to data privacy. The audit noted areas for improving policies and procedures related to how the City and it’s parking technology system third-party providers manage data privacy security. The attached report summarizes the analysis, audit findings, and recommendations.

FISCAL/RESOURCE IMPACT
For the Parking Permit Technology Contract Management audit, the OCA worked primarily with the Office of Transportation and the Information Technology Department, as well as, additional stakeholders, including the City Manager’s Office and the City Attorney’s Office, as necessary.

The timeline for implementation of corrective action plans is identified within the attached report. The necessary resources to implement these recommendations will be dependent on the policy revisions approved upon completion of the review of IT policies and procedures.

ENVIRONMENTAL REVIEW
Council action on this item is not a project as defined by CEQA because the audit activities do not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment. CEQA Guidelines section 15378(b)(4).

ATTACHMENTS
Attachment A: Public Safety Building Construction Audit Report, May 21, 2024 Attachment B: Park Permit Technology Contracts Audit, August 1, 2024 APPROVED BY:

Kate Murdock, City Auditor
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1 May 21, 2024
City of Palo Alto
Office of the City Auditor
Public Safety Building Construction
Audit Report
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Safety Building
Construction Audit
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Contents
Baker Tilly US, LLP, trading as Baker Tilly, is an independent member of Baker Tilly International. Baker Tilly International Limited is an English company. Baker Tilly International provides no professional services to clients. Each member firm is a separate and independent legal entity, and each describes itself as such.

Baker Tilly US, LLP is not Baker Tilly International’s agent and does not have the authority to bind Baker Tilly International or act on Baker Tilly International’s behalf. None of Baker Tilly International, Baker Tilly US, LLP nor any of the other member firms of Baker Tilly International has any liability for each other’s acts or omissions. The name Baker Tilly and its associated logo is used under license from Baker Tilly International Limited.

EXECUTIVE SUMMARY...................................................................................................1 INTRODUCTION ...............................................................................................................2 AUDIT RESULTS..............................................................................................................4 APPENDICES ...................................................................................................................5 Item 7
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1 Executive Summary
Purpose of the Audit
Baker Tilly US, LLP (Baker Tilly), in its capacity serving as the Office of the City Auditor (OCA) for the City of Palo Alto (the City) performed construction audit services on the Public Safety Building project.

The objectives of this audit were to verify that billings to the City from the Architect, Engineer, Inspector of Record, Construction Manager, Contractor, and Waterproofing Inspector were compliant with the terms of the applicable contracts.

Report Highlights
Baker Tilly reviewed documentation provided by the Public Works Department for each of the selected scopes on a monthly basis through March 2024 and found project billings were compliant with the terms of the respective contracts. The billings, change orders, and additional services related to each scope had the proper supporting documentation and authorizations. During the audit, we identified several immaterial billing errors (see Finding 1 and Appendix A); however, these are considered minor when compared to the overall value of the costs reviewed. The results of this audit indicate the City’s implemented controls with respect to the review and approval of project billings are operating as intended.

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2 Introduction
1 Invoiced amount includes design and construction administration services for the California Avenue Garage project.
2 Invoiced amount includes project development and construction management services for the Fire Station No. 3 and California Avenue Garage projects.

Objective The objectives of this audit were to verify billings from the Architect, Engineer, Inspector of Record, Construction Manager, Contractor, and Waterproofing Inspector were contractually compliant, adequately supported, and authorized by the City.

Background The new Public Safety Building will house the Police Department, 911 Emergency Dispatch Center, the Emergency Operations Center, the Office of Emergency Services, and the administration needs of the Fire Department. The Public Safety Building is part of the Capital Improvement (Infrastructure) Plan introduced in 2014.

Non-compliance with contract terms related to project billings can result in cost overruns that impact the overall project budget.

Scope Our testing scope encompassed billings and cost documentation provided by the Public Works Department through March 2024. This included the Swinerton Builders payment application dated December 31, 2023, and billings for the other scopes through February 2024. At that time, billings reviewed for each of the contract scope subject to audit were as follows:

Scope Contractor Invoiced Amount
Architect Ross Drulis Cusenbery (RDC) $ 9,497,8501 Engineer Romig Engineers 92,976
Inspector of Record 4Leaf, Inc. 546,534
Construction Manager Nova Partners, Inc. 9,264,4272 Contractor Swinerton Builders 86,888,316
Waterproofing Inspector Consolidated Engineering Laboratories (CEL) 106,317 Total $ 106,396,420
Methodology
and Analysis
To achieve the audit objectives, Baker Tilly performed the following procedures and analysis:
•Inspected the contract to identify the key terms related to project billings for each scope subject to audit
•Analyzed billings for each scope subject to audit on a monthly basis as follows:
oCreated control schedules for billings and payment applications oFooted and recalculated amounts billed to test for mathematical accuracy oRolled forward previous billed amounts to ensure reported totals were accurate
oVerified lien waivers were collected where applicable
oVerified monthly invoices were submitted with a description of services performed and the applicable charges (identification of personnel, hours worked, hourly rates, and reimbursable expense)
oWhere applicable, verified hourly rates reconciled to agreed upon rates oWhere applicable, reconciled support for reimbursable expenses to third party cost support
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3 INTRODUCTION
3 Government auditing standards require an external peer review at least once every three (3) years. The last peer review of the Palo Alto Office of the City Auditor was conducted in 2017. The Palo Alto City Council approved a contract from October 2020 through June 2022 with Baker Tilly US, LLP (Baker Tilly) and appointed Kyle O’Rourke, Senior Consulting Manager in Baker Tilly's Public Sector practice, as City Auditor. Given the transition in the City Audit office, a peer review was not conducted in 2020 and will be conducted after the third year of Baker Tilly’s contract.
oVerified aggregate billings did not exceed contractual limitations oVerified billings and payment applications had the appropriate authorizations
•Analyzed change orders, amendments, and additional services in scope as follows:
oReconciled the amounts reflected on change orders to supporting documentation
oVerified the change order costs were contractually compliant and reconciled to agreed upon rates where appliable
oRecalculated any markups and insurance amounts to ensure the applicable rates adhered to the contract terms
oVerified change orders and additional services had the required authorization
•Communicated the testing results to the Public Works Department on a monthly basis:
oVerified any identified billing errors were corrected (see Appendix A) oRequested additional documentation as necessary to complete testing Compliance
Statement
This audit activity was conducted from March 2021 to March 2024 in accordance with generally accepted government auditing standards, except for the requirement of an external peer review3. Those standards require that we plan and perform the audit to obtain sufficient, appropriate evidence to provide a reasonable basis for our findings and conclusions based on our audit objectives. We believe that the evidence obtained provides a reasonable basis for our findings and conclusions based on our audit objectives.

Organizational
Strengths
During this audit activity, we observed that the controls implemented by the City related to the review of billings and change orders were operating as intended. This is evidenced based on the low occurrence of findings and immaterial values thereof. All parties were accommodating during the audit process and were forthcoming with answers to questions and requests for additional documentation.

The Office of the City Auditor greatly appreciates the support of the Public Works Department in conducting this audit activity.

Thank you!
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4 Audit Results
Finding 1:

Immaterial billing
errors
Baker Tilly identified nine billing errors totaling $10,122 throughout the audit engagement. These errors were mostly related to labor billing rate errors where the contractor in question billed for services at rates that were not compliant with the agreed upon rates. Each of the identified errors was resolved on a subsequent billing from the applicable contractor. See Appendix A for additional detail related to the specific billing errors identified.

Recommendation No additional action is required. All billing errors have been resolved. In addition, the errors in question occurred during the early months of our audit and the occurrence of findings decreased as the audit progressed.

Recommended
follow-up
activities
As of the report date the project was not yet complete. Baker Tilly recommends performing a closeout audit upon final completion of the project. The current substantial completion is anticipated on July 31, 2024.

The closeout audit would kick off in August 2024 and conclude upon receipt of the documentation required to complete closeout testing. The primary objectives of the closeout audit would include:
•Analyze billings and change orders for the selected audit scopes received by the Public Works Department from March 2024 through project completion (Swinerton Payment applications subsequent to December 31, 2023, and billings from the other selected scopes subsequent to February 2024).
•Verify the allowances included in the construction contract are reconciled and closed out per the contract terms
•Verify final lien waivers are collected from subcontractors •Confirm final amounts paid to each contractor in the scope of the audit does not exceed the contractual limitations
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5 Appendices
Appendices
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6 Appendix A: Public Safety Building – Construction Audit Issues Log The following audit issues totaling $10,122 were identified during monthly testing. Each of these issues were communicated to the Public Works Department when identified. All audit issues have been resolved.

AI ID
No. Audit Issue AI Date
Response
Date Status Result Amount
001 Swinerton Builders - COR #25 which was
included in Change Order #4 included a
duplicate charge for equipment markup
totaling $356.77 (see RFI #7).
9/23/2021 11/15/2021 Closed Public Works provided Change Order #8 reflecting the credit.

Baker Tilly reviewed Change Order #8
and confirmed credit.
$ 356.77
002 Nova Partners - Invoices from June 2017 to
December 2017 billed an Estimator at a
rate of $175 per hour rather than the
agreed-upon rate of $160 per hour. This
resulted in a billing rate overcharge totaling
$6,975 (see RFI #1).
10/15/2021 1/12/2022 Closed Public Works provided Invoice #104376 reflecting the credit.

Baker Tilly reviewed Invoice #104376
and confirmed credit.
$ 6,975.00
003 Consolidated Engineering Laboratories -
Invoice #191863 billed overtime at a rate of
$161.25 and double-time at a rate of
$215.00 rather than the agreed upon rates
of $142.50 for overtime and $190 for double
time. This resulted in a billing rate
overcharge totaling $400 (see RFI #24).
3/16/2022 4/13/2022 Closed Public Works provided Invoice #195679 reflecting the credit.

Baker Tilly reviewed Invoice #195679
and confirmed credit.
$ 400.00
004 Romig Engineers - Invoice #27139 and
#28131 billed the position "Engineering
Technician Prevailing Wage" at a rate of
$150 per hour rather than the agreed-upon
rate of $144 per hour. This resulted in a
billing rate overcharge totaling $473.40 (see
RFI #27).
4/21/2022 5/31/2023 Closed Public Works provided Invoice #31394 and #31569 reflecting the credit.

Baker Tilly reviewed Invoice #31394 and
#31569 and confirmed credit.
$ 473.40
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Appendix A: Public Safety Building – Construction Audit Issues Log (cont.) 7 AI ID
No. Audit Issue AI Date
Response
Date Status Result Amount
005 Romig Engineers - Invoice #28131 billed
overtime at a rate of $225 rather than the
agreed upon rate of $216. This resulted in a
billing rate overcharge totaling $63.00 (see
RFI #28).
4/21/2022 5/31/2023 Closed Public Works provided Invoice #31569 reflecting the credit.

Baker Tilly reviewed Invoice #31569 and
confirmed credit.
$ 63.00
006 Romig Engineers - Invoice #27784B billed
the position "Engineering Technician
Prevailing Wage" at a rate of $150 per hour
rather than the agreed-upon rate of $144
per hour. Overtime was also billed at a rate
of $225 rather than the agreed upon rate of
$216. This resulted in a billing rate
overcharge totaling $333.00 (see RFI #26).
4/21/2022 5/31/2023 Closed Public Works provided Invoice #31394 reflecting the credit.

Baker Tilly reviewed Invoice #31394 and
confirmed credit.
$ 333.00
007 Consolidated Engineering Laboratories
(CEL) Invoice #196433 billed the position
"Waterproof Inspector" at rate of $99.28 per
hour rather than the agreed-upon rate of
$96.90 per hour. This resulted in a billing
rate overcharge totaling $310.59 (see RFI
#31).
6/27/2022 7/26/2022 Closed Public Works provided Invoice #198423 reflecting the credit.

Baker Tilly reviewed Invoice #198423
and confirmed credit.
$ 310.59
008 Consolidated Engineering Laboratories
(CEL) Invoice #197348 billed the position
"Waterproof Inspector" at rate of $99.28 per
hour rather than the agreed-upon rate of
$96.90 per hour. This resulted in a billing
rate overcharge totaling $166.60 (see RFI
#35).
7/26/2022 7/26/2022 Closed Public Works provided Invoice #198423 reflecting the credit.

Baker Tilly reviewed Invoice #198423
and confirmed credit.
$ 166.60
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Construction Audit Report, May 21,
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Appendix A: Public Safety Building – Construction Audit Issues Log (cont.) 8 AI ID
No. Audit Issue AI Date
Response
Date Status Result Amount
009 4 Leaf, Inc - Invoice #J3909W billed time for
Traci Craton at $169.95 per hour rather
than the agreed-upon rate of $54 per hour.

This resulted in a billing rate overcharge
totaling $1,043.64 (See RFI #42).
7/28/2023 8/29/2023 Closed Public Works provided Invoice #J309X- REV reflecting the correct rates.

Baker Tilly reviewed Invoice #J309X-
REV and confirmed.
$ 1,043.64
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1 August 1, 2024
City of Palo Alto
Office of City Auditor
Parking Permit Technology Contracts Audit
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Attachment B - Park
Permit Technology
Contracts Audit, August 1,
2024

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EXECUTIVE SUMMARY...................................................................................................1 PURPOSE OF THE AUDIT ......................................................................................................................1 REPORT HIGHLIGHTS............................................................................................................................1 INTRODUCTION ...............................................................................................................5 DETAILED ANALYSIS ...................................................................................................11 BEST PRACTICES ..................................................................................................................................12 AUDIT RESULTS............................................................................................................13 ..................................................................................................................................................................24 Item 7
Attachment B - Park
Permit Technology
Contracts Audit, August 1,
2024

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1 Executive Summary
Purpose of the Audit
Baker Tilly US, LLP (Baker Tilly), in its capacity serving as the Office of the City Auditor (OCA) for the City of Palo Alto (the City), conducted an audit of the parking permit technology systems contract management process and controls based on the approved Task Order 4.16. The objectives of this review were to:
1) Determine whether adequate policies and procedures are implemented effectively to protect the privacy of personal information gathered using parking permit technology for the City’s parking management.
2) Determine whether the City monitors the vendor’s performance to ensure compliance with contract terms and applicable laws and regulations related to data privacy.

Report Highlights
Finding 1: Data Privacy Improvements
The City lacks a data privacy program owner and policies, procedures and associated training requirements have not been regularly updated.

Key Recommendation
We recommend the City designate a data privacy program owner to coordinate a uniform approach to data privacy management between the City Attorney, Chief Information Officer, and Director of Human Resources.

Finding 2: Lack of Personal Identifiable Information (PII) Procedures The City does not have Personal Identifiable Information (PII) procedures for personal information that is managed or collected. Additionally, there are no procedures related to masked or de-identified personal information.

Key Recommendation
We recommend that the City establish procedures for managing and collecting Personal Identifiable Information (PII). These procedures should include:
classification of information, retention of PII, access control, data masking, and data restoration and backup.

Finding 3: Records and Information Management Policy Enhancements The City's Records and Information Management Policy does not address essential elements related to information collection consent, management protocols for personally identifiable information (PII), and comprehensive guidelines governing data retention, maintenance, and destruction.

Key Recommendation
We recommend the City should annually review and approve its Records and Information Management Policy to ensure it aligns with best practices and relevant laws.

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2 EXECUTIVE SUMMARY
Finding 3: Lack of User Access Listing and Reviews
The City could not provide a user access listing for individuals who have access to Personal Identifiable Information (PII) and there are no individuals that are considered data security owners. Additionally, there is no evidence that access reviews are being performed periodically by data security owners and confirmed with the IT Department.

Key Recommendation
We recommend that the City establishes a list of individuals who have access to add, edit, or delete Personal Identifiable Information (PII).

Finding 4: Inadequate Breach of Contract Terms and Conditions with Third-Party Vendor There is a section called "Data Security Breach Notification Act" within the City's Data Privacy Policy, however, there is no specific mention of breaches related to third-party vendors.

Key Recommendation
We recommend that the City's Data Privacy Policy explicitly covers breaches that occur to third-party vendors. The policy should specifically emphasize that vendors are required to adhere to and uphold the data privacy and security standards set by the City.

Finding 5: Inadequate Vendor Performance Assessment
There is no formal vendor performance assessment in place within the Transportation Department.

Key Recommendation
We recommend that the Transportation Department establishes a formal vendor performance assessment for all third-party vendors.

Finding 6: Absence of Third-Party Agreement Requirements The City’s third-party license plate reading provider agreement does not formally define the minimum requirements and vendor expectations related to the workflows that process PII data.

Key Recommendation
The City should implement internal controls to ensure that all third-party providers and agreements are in alignment with Palo Alto's maximum risk appetite and risk posture.

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3 Introduction
Objective The objectives of this review were to:
1) Determine whether adequate policies and procedures are implemented effectively to protect the privacy of personal information gathered using PARKING PERMIT technology for the City’s parking management. 2) Determine whether the City monitors the vendor’s performance to ensure compliance with contract terms and applicable laws and regulations related to data privacy.

Background During the FY2022 risk assessment, the Baker Tilly team identified the following inherent risks and noted the contract management as a high-risk area:
•Contract compliance and cost control issues
•Noncompliance with applicable data privacy laws
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4 INTRODUCTION
The summary of the information provided in the FY2022 operating and capital budget documents prepared by the City of Palo Alto (the City) is as follows:

Systems Involved
•Permitting System, City of Palo Alto
•Processing System, Duncan Solutions
•Automated License Plate Reader, ComSonics
Risk Consideration
Based on the currently available information, we have identified the following risks associated with management of the Office of Transportation:
•Data Privacy
•Contract Management
•Safety Improvement Projects
•Traffic Operations
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5 INTRODUCTION
Personally Identifiable Information (PII)
According to the National Institute of Standards and Technology (NIST), the definition of personally identifiable information (PII) is: "Information that can be used to distinguish or trace an individual’s identity—such as name, social security number, biometric data records—either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual (e.g., date and place of birth, mother’s maiden name, etc.)."
It is crucial for the City to define their posture as it relates to data privacy and PII because this will allow the City to ensure that all providers are complying with the City’s standards.

Data Security Owner
Each data security owner (the City, Duncan Solutions, and ComSonics) is responsible for the classification, protection, storage, use, and quality of data processed related to parking permitting and enforcement operations.

Data Life Cycle
At a high level, the data life cycle involves the suggested steps below, followed by Palo Alto’s current, related practices:

1. Data Collection:

Data should be gathered in standardized formats, so it can be accessible and manageable later in the cycle.
•Palo Alto customers apply for permits online, which includes PII and PCI.

2. Data Storage
Policies should be established related to the storage of data. •Data is stored in the City’s permitting system, Duncan Solutions’ Item 7
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6 INTRODUCTION
processing system, and the ComSonics system.

3. Data Maintenance
Data should be made usable and available for the appropriate person(s). •Palo Alto’s customer application data is used to generate permits.

4. Data Usage
Data is used for making decisions.
•Verification of active permits is performed by scanning license plate numbers into the parking permit system and validating against Duncan Solutions’ processing system, which pulls from the City’s permitting system.

5. Data Cleaning
When data is no longer useful, data should be deleted, purged, destroyed, or archived.
•Palo Alto customers permits that are inactive or expired should be purged based on the City’s records retention schedule.

Scope The scope of this audit was to review the parking permit technology systems contract management. The OCA reviewed the City of Palo Alto’s policies and procedures related to Privacy Management, Data Management and Collection, Data Security, 3rd Party C&C Agreements, Surveillance Policy, and Incident Management in relation to the use of the parking permit technology and to ensure that the City maintains all necessary policies and that they are up to date. In addition to the policies and procedures, the OCA reviewed the City’s vendor performance monitoring.

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7 INTRODUCTION
1 Government auditing standards require an external peer review at least once every three (3) years. The last peer review of the Palo Alto Office of the City Auditor was conducted in 2017. The Palo Alto City Council approved a contract with Baker Tilly U.S, LLP for internal audit services for October 2020 through June 2022 with an extension through June 2025. City Council appointed Kate Murdock, Audit Manager in Baker Tilly’s Risk Advisory practice, as City Auditor in May 2024. As a result of transitions in the Audit Office and peer review delays due to the COVID pandemic, an external peer review is targeted for 2025. It should be noted that Baker Tilly’s most recent firmwide peer review was completed in October 2021 with a rating of “Pass”. The scope of that peer review includes projects completed under government auditing standards. A report on the next firmwide peer review should be available later in 2024.

Methodology 1. In order to address our audit objective (1), we performed the following procedures:
•Interviewed the appropriate individuals to understand the process, the information system used, and internal controls related to the gathering of personal information collected by the parking permit technology systems. •Reviewed the contracts, policies, and procedures as well as the regulations and standards to identify the criteria to be used for evaluation of compliance and control design and effectiveness.
•Reviewed the documents (such as contracts and supporting documents for allocation) for selected samples.
•Compared privacy control against the California Consumer Privacy Act of 2018 and other best practices.

2. In order to address our audit objective (2), we performed the following procedures:
•Interviewed the appropriate individuals to understand the process and internal controls over compliance with contracts, regulations, and vendor monitoring. •Reviewed agreements between Palo Alto and Duncan Solutions to identify compliance requirements.
•Identified the monitoring activities performed by management to ensure the compliance.
•Reviewed the relevant documents to evaluate the effectiveness of compliance monitoring activities.

Compliance
Statement
This audit activity was conducted from February 2023 to December 2023 in accordance with generally accepted government auditing standards, except for the requirement of an external peer review1. Those standards require that we plan and perform the audit to obtain sufficient, appropriate evidence to provide a reasonable basis for our findings and conclusions based on our audit objectives. We believe that the evidence obtained provides a reasonable basis for our findings and conclusions based on our audit objectives.

Organizational
Strengths
During this audit activity, we observed certain strengths of the City. Key strengths include:
•Transportation Department was responsive and helpful.
•All involved departments provided responses to all requested items. •Knowledge and expertise of third-party providers.

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8 INTRODUCTION
The Office of the City Auditor greatly appreciates the support of the Information Technology, Human Resources, and Transportation Departments in conducting this audit activity.

Thank you!
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9 Detailed Analysis
2 California Consumer Privacy Act of 2018, Section 1798.185 - Codes Display Text (ca.gov) 3 Chapter 3 – Rights of the data subject - General Data Protection Regulation (GDPR) (gdpr-info.eu) 4 A complete guide to business Records Retention | Iron Mountain United States Policies and
Procedures
The City has the Data Privacy Policy (Revised: April 2019). The Policy Statement of this policy is “this Data Privacy Policy describes the data privacy requirements and procedures for the protection of personal data and personal information of individuals (the “Data”) created, collected, processed, received, stored, and transmitted by the City of Palo Alto (the “City”).” The City’s Data Privacy Policy includes User Data Collected, Stored, Processed, and Shared; Information Security and Data Protection; Data Security Breach Notification Act; Third-Party Data Access Control; Information Disclosure; California Privacy Rights; Protecting Children’s Privacy Online; and City of Palo Alto Utilities (“CPAU”) Data Privacy. The policy does not include the following related best practices:
•Guidance on the measures in place to secure and protect PII from unauthorized access, disclosure, alteration, and destruction. This may include encryption, access controls, and regular security audits.2 •A clear definition of Data Subject Rights that outlines the rights of individuals regarding their personal information3.

The City has the Records and Information Management Policy (Revised: July 2000). The policy statement of this policy is that it “was developed to ensure the efficient retention and protection of information and to assure the availability of information to the public in accordance with the State of California Public Records Act.”
The City’s Records and Information Management Policy includes Roles and Responsibilities and a Compliance Requirements section. The policy does not include the following related best practices4:
•A formal definition of record categories or types of data that guides how data is retained.
•A procedure for destroying or disposing of records once they have reached the end of their retention period.
•A procedure for exceptions and legal holds as records may be exempt from regular retention periods.
•Guidance on individuals that have access to the various types of records.
•Guidance on any training programs or awareness campaigns that are related to record retention.
•Guidance on the monitoring of record retention activity and consequences of non-compliance.

There is also a Data Retention Schedule that supplements the Records and Information Management Policy. The retention schedule identifies which records are permanently retained as well as department-specific retention of records.

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10 DETAILED ANALYSIS

Best Practices
As organizations and businesses move online and communicate digitally, the risk of data breaches and/or private information leaks are higher than ever.

Personally identifiable information (PII) can be used for targeted attacks, social engineering attacks, identity theft, and more. Effective and updated policies and procedures are integral to protecting the City from breaches of PII.

Through researching standards related to PII, data privacy, and records management & retention, the OCA compiled the following list of best practices according to the California Consumer Privacy Act (CCPA), the Information Systems Audit and Control Association (ISACA), and National Institute of Standards and Technology (NIST).
•Educate and train employees on a consistent basis on topics related to PII, data privacy, security, incident management, and cybersecurity. •Obtain explicit and informed consent from individuals before collecting their personal information.
•The purposes for which personal data are collected should be specified at the time of data collection.
•Personal data should be protected by reasonable security safeguards against such risks as loss or unauthorized access, destruction, use, modification, or disclosure of data.
•Conduct periodic data audits and/or risk assessments to identify vulnerabilities, compliance gaps, and areas for improvement. •Review policies and procedures on an annual basis to ensure accuracy and that all information is up to date.
•Ensure that all policies and procedures related to PII, data privacy, and security are available for City employees and external users.

The vendor contract owner should be responsible for all quantitative and qualitative key performance indicator identification, monitoring and reporting to Executive Leadership related to but not limited to the following:
• Quality - error resolution
• Delivery - availability
• Innovation - proposed improvements
• Risk - breaches and non-compliance
• Cost - price increase and scope limitations
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11 Audit Results
Finding 1: Data Privacy
Improvements
The City lacks an identified citywide data privacy program owner and policies, procedures and associated training requirements have not been updated recently.

Recommendation We recommend the City designate a data privacy program owner to coordinate a uniform approach to data privacy management among the City Attorney, Chief Information Officer and Director of Human Resources. Based on best practices, the data privacy program owner responsibilities should include the following:
•Annual review and update of data privacy policies and
procedures in alignment with the California Consumer Privacy Act of 2018. Reviews should be appropriately documented. •Annual data privacy trainings held with all departments. The City might also consider use of a Certified Information Privacy Professional (CIPP) to ensure compliance with data privacy laws, regulations, and best practices. Training compliance should be tracked and monitored, and metrics might include:
completion rate, assessment scores, feedback, and survey responses, and reported to management quarterly. Every
employee is expected to take privacy management training. •Ensure data privacy requirements and changes are annually incorporated into the City’s Record and Information Retention Policy so records containing personal identifiable information are properly secured. Additionally, documented procedures for data destruction should be aligned with legal requirements, Management Response Responsible Department(s): Information Technology Concurrence: Agree
Target Date: CY Q4 2024
Action Plan: While the City Does not have a designated data privacy program owner, the Data Privacy Policy provides oversight for the shared responsibility amongst the roles and departments, though staff agree the policy review and updates. A project to update all IT policies has been initiated and this policy will be reviewed as part of this project, specifically in alignment with NIST regulations. This initiative has been started in alignment with the Cybersecurity Audit that recommended review of Outdated Policy and Standards Documentation recently completed in FY 2023. Although
cybersecurity training is already offered and required citywide, to provide privacy training opportunities, a newly procured security training platform will provide training related to data protection, compliance with privacy laws and regulations, and best practices related to data privacy.

Finding 2: Lack of
Personal Identifiable
The City does not have specific Personal Identifiable Information (PII) procedures for personal information that is managed or collected in Item 7
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12 Information (PII)
Procedures
the parking permit systems. In addition, there are no procedures or guidelines regarding if or which information should be de-identified to protect information privacy.

Recommendation We recommend when implementing a system such as the parking permit systems, that the City documents procedures related to Personal Identifiable Information (PII) when managing or collecting personal data in that system. Procedures for PII data should include how to classify sensitive and non-sensitive information, which PII is necessary for retention, access control, data masking (what type of data is redacted or even replaced), contract terms to manage vendor relationships where PII is referenced or shared, and data that is restored or backed up. Once established the procedures should be easily accessible to program staff.

Management Response Responsible Department(s): Information Technology Concurrence: Partially Agree
Target Date: CY Q4 2024
Action Plan: Procedures on handling PII are included and maintained as part of Information Privacy policy provided for review.

In addition, a Surveillance Policy is also maintained and reported on annually for new technologies implemented prospectively.

Specifically, parking permit data is limited to parking permit program and collections staffing. More specificity regarding PII handling can be added and identified in these policies already under review.

Finding 3: Lack of User
Access Listing and
Reviews
The City did not provide a user access listing for individuals who have access to Personal Identifiable Information (PII) for the parking permit systems and no designation of the data security owner(s).

Additionally, there is no evidence that access reviews are being performed periodically.

Recommendation We recommend that the City establishes a list of individuals who have access to add, edit, or delete Personal Identifiable Information (PII).

The City should review user access rights annually by the identified data security owners in departments.

Management Response Responsible Department(s): Information Technology Concurrence: Agree
Target Date: CY Q4 2024
Action Plan: Vendors required to supply role-based access control to managed user access levels and those permissions/restrictions are established upon user set-up. Staff will evaluate updates to centralized process requirements in the review of data privacy policy and procedures including feasibility to develop reports will be shared with the appropriate staff to validate only authorized staff have access to PII across many software platforms.

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13 Finding 4: Inadequate
Breach of Contract
with Third-Party
Vendor
There is a section called "Data Security Breach Notification Act" within the City's Data Privacy Policy, however, there is no specific mention of breaches related to third-party vendors.

Recommendation We recommend that the City's Data Privacy Policy explicitly covers breaches that occur to third-party vendors. The policy should specifically emphasize that vendors are required to adhere to and uphold the data privacy and security standards set by the City.

Additionally, the policy should specify that third-party vendors must follow the City's data classifications and requirements. The City's data breach response plan should identify a key point of contact, defined approved communication methods, the maximum timeframe for which the incident should be communicated to the City, and the minimum requirements for key information that should be provided.

Management Response Responsible Department(s): Information Technology Concurrence: Partially Agree
Target Date: CY Q4 2024
Action Plan: All vendors are required to agree to the City's Cybersecurity Terms and Conditions which requires notification of a security breach, this is evidenced by the ALPR contract approved in 2021 which included these terms. Specific updates to specify a response plan expectations in the policy will be reviewed as part of the project to update all IT policies as staff agreed the policy is in need of review and update.

Finding 5: Inadequate
Vendor Performance
Assessment
The City does not have a formal process to ensure on-going vendor compliance with the Vendor Information Security Assessment (VISA) Questionnaire through the full term of the parking permit systems contracts.

Recommendation We recommend that the Transportation Department establish a formal vendor performance assessment for all third-party vendors.

This assessment would help evaluate potential risks, identify benefits of working with a vendor, and confirm that the vendor is fulfilling the terms of the contract while delivering value in the relationship.

Specific tests that can be performed during a third-party assessment are performance tests, delivery tests, customer service tests, cybersecurity tests, and compliance tests.

Management Response Responsible Department(s): Information Technology, Office or Transportation, Administrative Services
Concurrence: Partially Agree
Target Date: Q4 CY 2024
Action Plan:

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14 The Office of Transportation is responsible for contract management and has an informal process to ensure service providers are meeting scope of services described within. A more formal process to ensure continued compliance with cyber security requirements through the term of the contract will be reviewed among Administrative Services, Office of Transportation, and Information Technology to determine an appropriate procedure. Staff is reviewing this in alignment with the IT risk management process which was recommended as part of the Risk Management Assessment completed by Baker Tilly previously.

Finding 6: Absence of
Third-Party Agreement
Requirements
The City’s third-party license plate reading provider agreement does not formally define the minimum requirements and vendor expectations related to the workflows that process PII data.

Recommendation The City should implement internal controls to ensure that all third- party providers and agreements are in alignment with the Palo Alto's maximum risk appetite and risk posture in the following areas:
•Contractual language for the management of that have access to City PII data.
•Duly executed contracts are in place with third parties managing or that have access to workflows related to PII data. •Third-party companies responsible for or that have access to workflows which are related to PII are appropriately risk ranked in order to assess exposure to privacy data leakage. •Self-assessment of third-party vendors is managed and
reviewed to ensure performance is satisfactory.

Management Response Responsible Department(s): Information Technology & Administrative Services
Concurrence: Partially Agree
Target Date: Q4 CY 2024
Action Plan:

The City currently has a procurement process that involves the requesting department, legal review, and consultation with stakeholders such as Information Technology or Human Resources.

This process will be detailed in the nearly completed Procurement Audit. Standard contract templates that are in alignment with the City’s risk tolerance levels are used when possible, when changes or alternative contract documents are necessary they are reviewed by these parties in depth to ensure general compliance with risk exposure. As such, this continues to be a living process as both service providers and industry standard practices evolve; staff agree that as more technology contracts are required for the delivery of services, clarity in risk tolerance and alignment with contract terms will continue to be adjusted.

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City Council
Staff Report
Report Type: CONSENT CALENDAR
Lead Department: Public Works
Meeting Date: September 23, 2024
Report #:2409-3477
TITLE
Adoption of an Ordinance Updating Palo Alto Municipal Code Chapter 4.64 (Permits for Retailers of Tobacco Products) to Conform with County Amendments and Approval of the Updated Agreement Between the County of Santa Clara and City of Palo Alto for a Tobacco Retail Permit Program; CEQA Status – Not a Project

RECOMMENDATION
Staff recommends that Council:

1. Adopt an ordinance amending City of Palo Alto Municipal Code Chapter 4.64, Permits for Retailers of Tobacco Products to align the code with the Santa Clara County Tobacco Retail Permit Ordinance; and

2. Approve the updated Agreement Between the County of Santa Clara and City of Palo Alto for a Tobacco Retail Permit Program.

EXECUTIVE SUMMARY
The City of Palo Alto partners with the Santa Clara County Department of Public Health to administer the Palo Alto Municipal Code (PAMC) Chapter 4.64, Permits for Retailers of Tobacco Products.1 The existing ordinance requires permits for tobacco sellers and restricts the sale of flavored tobacco and electronic cigarette products, among other provisions. The agreement between the County of Santa Clara and City of Palo Alto for a Tobacco Retail Permit (TRP) Program outlines each agency’s roles and responsibilities of Tobacco Retail Permit Ordinance administration. Per the existing agreement, Palo Alto’s ordinance must mirror the County’s ordinance for the County to conduct its TRP administrative and enforcement responsibilities.

The proposed Ordinance revisions (Attachment A) clarify requirements and increase fines for noncompliant retailers; the revisions do not include any new restrictions on any tobacco products. The proposed Agreement revisions (Attachment B), update details about Agreement 1 City of Palo Alto Municipal Code 4.64 Permits for Retailers of Tobacco Products; https://codelibrary.amlegal.com/codes/paloalto/latest/paloalto_ca/0-0-0-64706 Item 8
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administration, and the roles and responsibilities of City and County staff in Ordinance oversight and enforcement.

BACKGROUND
Council approved the most recent version of the City of Palo Alto Tobacco Retailer Permit Ordinance (PAMC Chapter 4.64) on June 8, 2020.2 Existing law requires tobacco retailers to obtain a permit (TRP), prohibits retailers from selling flavored tobacco and electronic cigarette products, and stipulates duties for signage, record keeping, and related details.

ANALYSIS
The proposed Ordinance revisions required by the County are administrative in nature and do not change any criteria for products that are prohibited from sale, or where items can be sold.

Updated Ordinance provisions include:

1. Fines up to $2,500 and up to a 180-day suspension of a business’s TRP permit for a second violation of the TRP Ordinance within a five-year period

2. Permanent permit revocation for a third Ordinance violation within a five-year period. Any business continuing to sell tobacco products after TRP revocation will be subject to additional fines

3. Increased penalties for retailers operating without a valid permit and the following related fines:
•Up to $2,500 and 30 days of permit ineligibility for an initial violation •Up to $5,000 and one year of permit ineligibility for a second violation within a five-year period
•Up to $10,000 and permanent TRP ineligibility for each subsequent violation within a five-year period

4. Businesses that have their TRP suspended must post a prominent public notice at their business during the entire suspension period

5. Businesses must (1) consent to inspection by the County of all areas and records; and (2) comply with any impound or seizure order issued by the County. Violations of these provisions would be a basis for suspension/revocation of a TRP

6. If inspections reveal noncompliance with any of the Ordinance requirements, such that reinspection is needed to determine compliance, the cost of such reinspection will be billed to the retailer

7. Clarification that a retailer is liable for all enforcement-related fees and costs

8. Tobacco retailers are responsible for the actions of their employees relating to the 2 City Council, June 8, 2020; Agenda Item #4; SR# 11372 https://www.cityofpaloalto.org/files/assets/public/v/1/agendas-minutes-reports/reports/city-manager-reports- cmrs/year-archive/2020/id-11372-tobacco.pdf?t=62779.86
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sale and furnishing of tobacco products at the retail location; nothing in the Ordinance shall be construed to penalize the purchase, use, or possession of a tobacco product by any person not engaged in tobacco retailing

9. Businesses must examine an individual’s identification to confirm the age of that person, regardless of appearance, prior to selling tobacco products to any person

FISCAL/RESOURCE IMPACT
There is no financial impact to the City in adopting this Ordinance revision. Under the Agreement with the County, the TRP is administered and primarily staffed by the County.

STAKEHOLDER ENGAGEMENT
The Santa Clara County Department of Health notified Palo Alto tobacco retailers about proposed Ordinance changes on May 20, 2024 and provided a three-week comment period.3 One retailer submitted questions about required age checks. The County provided answers to those questions.4 The City of Palo Alto also provided information about proposed Ordinance changes on the City’s Smoking Ordinance webpage (www.cityofpaloalto.org/smokingordinance).

ENVIRONMENTAL REVIEW
Approval of the Ordinance and Agreement is not a project under the California Environmental Quality Act (CEQA) because it does not cause a direct physical change in the environment or a reasonably foreseeable indirect change in the physical environment.

ATTACHMENTS
Attachment A: Ordinance Amending PAMC Chapter 4.64
Attachment B: County-Palo Alto Amended and Restated TRP Agreement APPROVED BY:

Brad Eggleston, Director Public Works/City Engineer
3 County of Santa Clara Public Health Department, May 20, 2024; Retailer Notification, https://www.cityofpaloalto.org/files/assets/public/v/1/public-works/environmental-compliance/smoking- ordinance/2024-retailer-notification-for-trp-revisions.pdf 4 County of Santa Clara Public Health Department, 2024 Answers to Retailer Questions, https://www.cityofpaloalto.org/files/assets/public/v/1/public-works/environmental-compliance/smoking- ordinance/santa-clara-county-dept-of-health-answers-to-retailer-questions.pdf Item 8
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Not Yet Approved
1 116_20240822_ts24
Ordinance No. _____
Ordinance of the Council of the City of Palo Alto Amending Chapter 4.64 (“Permits for Retailers of Tobacco Products”) Of Title 4 (Business Licenses and Regulations).

The Council of the City of Palo Alto ORDAINS as follows:

SECTION 1. Findings and Declarations. The City Council finds and declares as follows:

A. The City of Palo Alto and the County of Santa Clara have a partnership to regulate tobacco retailers and the sale of tobacco products in the City of Palo Alto. The City adopts the County’s relevant ordinance and the County enforces the City’s ordinance.

B. The County adopted County Ordinance NS-517.96 in 2022 to amend its tobacco retailing ordinance. The City intends to make the same changes to its own ordinance through adoption of this ordinance.

C. This Ordinance amends Palo Alto Municipal Code Chapter 4 .64 (Permits for Retailers of Tobacco Products) to authorize denial of a permit to a Retailer whose permit was previously revoked; impose conditions on permits to facilitate enforcement; increase fines for violations; provide for impound and seizure of noncompliant products; require posting of public notice during any suspension; and clarify the existing prohibition on the sale of electronic cigarette products.

SECTION 2. The following sections of Chapter 4.64 (Permits for Retailers of Tobacco Products) of Title 4 (Business Licenses and Regulations) are hereby amended as follows (new text underlined, deleted text in strikethrough):

CHAPTER 4.64.

PERMITS FOR RETAILERS OF TOBACCO PRODUCTS

4.64.010 Intent.
(a) This cChapter is adopted to:
(1) Ensure compliance with the business standards and practices of the countyCity; (2) Encourage responsible retailing of tTobacco pProducts; (3) Discourage violations of laws related to tTobacco pProducts, especially those that prohibit or discourage the sale or distribution of tTobacco pProducts and eElectronic cCigarette pProducts to individuals under twenty- one;
(4) Respond to a new wave of addiction to eElectronic cCigarette pProducts; Item 8
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(5) Reduce vulnerability to unexplained illnesses associated with eElectronic cCigarette pProducts; and
(6) Protect the public health and welfare.
(b) This cChapter does not expand or reduce the degree to which the acts regulated by federal or state law are criminally proscribed or alter the penalties provided by such laws.

4.64.020 Definitions.

For the purposes of this cChapter, the following definitions shall apply:
(a) "Arm's length transaction" means a sale in good faith and for valuable consideration that reflects the fair market value in the open market between two or more informed and willing parties, neither of which is under any compulsion to participate in the transaction. A sale between relatives, related companies or partners, or a sale for which a significant purpose is avoiding the effect of the violations of this cChapter is not an arm's length transaction. (b) "Department" means any department of the City of Palo Alto or County of Santa Clara designated by the city manager to enforce or administer this chapter, including the County of Santa Clara's Department of Environmental Health and any agency or person designated by the Director of the Department of Environmental Health to enforce or administer the provisions of this cChapter.
(c) "Distribute or distribution" means the transfer, by any person other than a common carrier, of a tTobacco pProduct to another person for sale or personal consumption. (d) "Electronic cCigarette pProducts" means any of the following products:
(1) Any device or delivery system that can be used to deliver nicotine in aerosolized or vaporized form, including, but not limited to, an e-cigarette, e-cigar, e-pipe, vape pen, or e-hookah.
(2) Any component, part, or accessory of such a device or delivery system that is used during its operation.
(3) Any flavored or unflavored liquid or substance containing nicotine, whether sold separately or sold in combination with any device or delivery system that could be used to deliver nicotine in aerosolized or vaporized form.
(4) Any product for use in an electronic nicotine device or delivery system whether or not it contains nicotine or tobacco or is derived from nicotine or tobacco.

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(5) Electronic cCigarette pProducts shall not include any battery, battery charger, carrying case, or other accessory not used in the operation of the device if sold separately. Electronic cCigarette pProducts shall not include any product that has been approved by the United States Food and Drug Administration for sale as a tobacco cessation product or for other therapeutic purposes where that product is marketed and sold solely for such approved use. See 21 U.S.C. § 387(a). As used in this sSubsection, nicotine does not include any food products as that term is defined pursuant to Section 6359 of the California Revenue and Taxation Code section 6359. (e) Hearing Officer shall mean the hearing officer appointed by the Department in accordance with County of Santa Clara Ordinance Code (“County Ordinance Code”) section A38-4. (fe) “Impound” means the legal control exercised by the Department over the use, sale, disposal, or removal of any Tobacco Products.
(efg) "Ownership" means possession of a ten percent or greater interest in the stock, assets, or income of a business, other than a security interest for the repayment of debt.

Notwithstanding any other definition in this code, an owner means a person who possesses ownership.
(fgh)
"Permit" means a valid permit issued by the Department to a person to act as a retailer. (ghi) "Retailer" means any person who sells or distributes tTobacco pProducts for any form of consideration, whether or not they possess a current Permit. Retailing shall mean the doing of any of these actions. This definition is without regard to the quantity of tTobacco pProducts sold or distributed.
(hij) "School" means a public or private elementary, middle, junior high, or high school. (ik) "Sale and sold" includes any sale, exchange, barter or offer for sale. (jl) "Tobacco pProduct" means (unless specifically noted elsewhere) any product subject to Subchapter IX (21 U.S.C. § 387 et seq. ("Subchapter IX")) of the Federal Food, Drug, and Cosmetic Act. (See 21 U.S.C. § 387a(b) (products subject to Subchapter IX); 21 C.F.R. §§ 1100.1- 1100.3 (tobacco products subject to Subchapter IX) and Electronic Cigarette Products.) Products subject to Subchapter IX include, but are not limited to, cigarettes, cigarette tobacco, roll-your- own tobacco, smokeless tobacco, cigars, pipe tobacco, and waterpipe tobacco, and electronic cigarette products. Products that are not subject to Subchapter IX include accessories of tobacco products, such as, but not limited to, ashtrays, spittoons, and conventional matches and lighters that solely provide an external heat source to initiate but not maintain combustion of a tobacco product.

4.64.030 Requirements and prohibitions.

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(a) Permit required. It shall be unlawful for any person to act as a retailer without first obtaining and maintaining a pPermit pursuant to this cChapter for each location at which rRetailing occurs.
(b) Lawful business operation. It shall be a violation of this cChapter for any retailer to violate any local, state, or federal law applicable to tobacco products or the retailing of such tTobacco pProducts.
(c) Display of pPermit. Each pPermit shall be prominently displayed in a publicly visible place at the location identified in the pPermit.
(d) Notice of minimum age for purchase of tTobacco pProducts. Retailers shall post conspicuously, at each point of purchase, a notice stating that selling tTobacco pProducts to anyone under twenty-one years of age is illegal and subject to penalties. Such notice shall be subject to the approval of the public health d Department. (e) Positive identification required. No retailer shall sell or distribute a tTobacco pProduct to another individual who appears to be under thirty years of age without first examining the individual's identification to confirm that the individual is at least the minimum age required under sState law to purchase and possess the tTobacco pProduct. (f) Minimum age for individuals selling tTobacco pProducts. No individual who is younger than the minimum age established by state law for the purchase or possession of tTobacco pProducts shall engage in retailing.
(g) False and misleading advertising prohibited. A retailer without a pPermit:
(1) Shall keep all tTobacco pProducts out of public view. (2) Shall not display any advertisement relating to tTobacco pProducts that promotes the sSale or dDistribution of such products from the rRetailer's location or that could lead a reasonable consumer to believe that tTobacco pProducts can be obtained at that location.
(h) Limitation on storefront advertising. No more than fifteen percent of the square footage o
f the windows and clear doors of a physical storefront used for rRetailing tTobacco pProducts shall bear advertising or signs of any sort, and all advertising and signage shall be placed and maintained in a manner that ensures that law enforcement personnel have a clear and unobstructed view of the interior of the premises, including the area in which the cash registers are maintained, from the exterior public sidewalk or entrance to the premises. However, this latter requirement of this subsection (h) shall not apply to an establishment where there are no windows or clear doors, or where existing windows are located only at a height that precludes a view of the interior of the premises by an individual standing outside the premises.

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(i) Flavored Ttobacco pProducts.
(1) Except as permitted in paragraph (3) of this subsection (i), no No rRetailer shall sell a tTobacco pProduct containing, as a constituent or additive, an artificial or natural flavor or aroma (other than tobacco) or an herb or spice, including but not limited to strawberry, grape, orange, clove, cinnamon, pineapple, vanilla, coconut, licorice, cocoa, chocolate, cherry, mint, menthol, or coffee, that is a characterizing flavor or aroma of the tTobacco pProduct, smoke, or vapor produced by the tTobacco pProduct. (2) A tTobacco pProduct shall be subject to a rebuttable presumption that the product is prohibited by paragraph (1) of this subsection if:
(iA) The product's manufacturer or any other person associated with the manufacture or sale of tTobacco pProducts makes or disseminates public statements or claims to the effect that the product has or produces a characterizing flavor or aroma, other than tobacco; or (ii B) The product's label, labeling, or packaging includes a statement or claim–including any text and/or images used to communicate information–that the product has or produces a characterizing flavor or aroma, other than tobacco.
(3) Except as provided in paragraph (4) of this subsection (i), paragraph (1) of this subsection (i) shall not apply to any retailer that meets all the following criteria:
(i) Primarily sells tobacco products;
(ii) Generates more than sixty percent of its gross revenues annually from the sale of tobacco products;
(iii) Does not permit any individual under twenty-one years of age to be present or enter the premises at any time, unless accompanied by the individual's parent or legal guardian, as defined in Section 6903 of the Family Code;
(iv) Does not sell alcoholic beverages or food for consumption on the premises; and (v) Posts a sign outside the retail location that clearly, sufficiently, and conspicuously informs the public that individuals under twenty-one years of age are prohibited from entering the premises.
(4) No retailer that is issued a new permit after September 2, 2020 shall sell or distribute flavored tobacco products under paragraph (3) of this subsection (i) after permit issuance. No retailer that receives a permit renewal after September 2, 2020 shall sell or distribute flavored tobacco products under paragraph (3) of this subsection (i) after permit renewal. Regardless of the date of permit issuance or renewal, no retailer shall sell or distribute flavored tobacco products after September 2, 2020.

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(j) Vending machines prohibited. No tTobacco pProduct shall be sSold or dDistributed to the public from a vending machine or appliance, or any other coin or token operated mechanical device designed or used for vending purposes, including, but not limited to, machines or devices that use remote control locking mechanisms.
(k) Prohibition on sSal
e or dDistribution of tTobacco pProducts to individuals under twenty- one. No rRetailer shall sell or distribute any tTobacco pProduct to any individual who is under twenty-one years of age.
(l) Prohibiti on on sSale or dDistribution of eElectronic cCigarette pProducts. No person, whether or not issued a permit, shall Sell or Distribute Electronic Cigarette Products.No retailer that is issued a new permit after September 2, 2020 shall sell or distribute electronic cigarette products after permit issuance. No retailer that receives a permit renewal after September 2, 2020 shall sell or distribute electronic cigarette products after permit renewal. Regardless of the date of permit issuance or renewal, no retailer shall sell or distribute electronic cigarette products after September 2, 2020.

4.64.040 Eligibility requirements for a pPermit.
(a) No pPermit may be issued to authorize rRetailing at or from other than a fixed location.

For example, rRetailing by persons on foot or from vehicles is prohibited. (b) No pPermit may be issued to authorize rRetailing at a temporary or recurring temporary event. For example, rRetailing at flea markets and farmers' markets is prohibited. (c) No pPermit may be issued to authorize rRetailing at any location where the profession of pharmacy is practiced by a pharmacist licensed by the sState in accordance with the Business and Professions Code and where prescription drugs are offered for sale. (d) No pPe rmit may be issued to authorize rRetailing at any location within 1,000 feet of a sSchool, as measured by a straight line between any point along the property line of any parcel on which a sSchool is located and any point along the perimeter of the pPermit applicant's proposed business location; provided, however, that the prohibition contained in this subsection (d) shall not apply to the following:
(1) Any rRe
tailer of tTobacco pProducts (as such term was defined in the predecessor Ordinance No. 5418) operating lawfully on June 30, 2018 provided that the rRetailer obtaineds a pPermit prior to July 1, 2020 pursuant to Sections 4.64.050 and 4.64.060, and timely reneweds its permit pursuant to Section 4.64.070(b); (2) Any retailer of electronic smoking devices (as such term was defined in the predecessor Ordinance No. 5418) operating lawfully on June 30, 2018 provided that the retailer obtaineds a permit prior to July 1, 2020 pursuant to Sections 4.64.050 and

4.64.060, and timely renews its permit pursuant to Section 4.64.070(b); however, any Item 8
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such retailer is subject to the prohibition on the sale and distribution of eElectronic cCigarette Pproducts established in Section 4.64.030(l); and (3) Any lawfully operating rRetailer of tTobacco pProducts that would otherwise become ineligible to receive or renew a pPermit due to the creation or relocation of a school.
(e) No pPe rmit may be issued to authorize rRetailing at a location which is within 500 feet of a location occupied by another retailer, as measured by a straight line between any point along the perimeter of an existing retailer's business location and any point along the perimeter of the pPermit applicant's proposed business location; provided, however, that the prohibition contained in this subsection (e) shall not apply to:
(1) Any rRe tailer of tTobacco pProducts (as such term was defined in the predecessor Ordinance No. 5418) operating lawfully on June 30, 2018 provided that the rRetailer obtaineds a pPermit prior to July 1, 2020 pursuant to Sections 4.64.050 and 4.64.060, and timely renews its pPermit pursuant to Section 4.64.070(b); and (2) Any rRetailers of electronic smoking devices (as such term was defined in the predecessor Ordinance No. 5418) operating lawfully on June 30, 2018 provided that the retailer obtaineds a permit prior to July 1, 2020 pursuant to Sections 4.64.050 and

4.64.060, and timely reneweds its permit pursuant to Section 4.64.070(b); however, any such rRetailer is subject to the prohibition on the sSale and dDistribution of eElectronic cCigarette pProducts established in Section 4.64.030(l). (f) Any exemption granted to a rRetailer pursuant to subsections (d) and (e) shall cease to apply upon the earlier of the following to occur:
(1) The rRe tailer fails to timely renew the pPermit pursuant to Section 4.64.070(b). (2) A new person obtains ownership in the business.

4.64.050 Application procedure.
(a) It is the responsibility of each rRetailer to be informed of all laws applicable to Rretailing, including those laws affecting the issuance of a pPermit. No rRetailer may rely on the issuance of a pPermit as a determination by the Citycity or County of Santa Clara that the rRetailer has complied with all laws applicable to rRetailing. A pPermit issued contrary to this cChapter, contrary to any other law, or on the basis of false or misleading information supplied by a rRetailer shall be revoked pursuant to Section 4.64.060. (b) All pPermit applications shall be submitted on a form supplied by the dDepartment.

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(c) A permitted retailer shall inform the dDepartment in writing of any change in the information submitted on an application for a permit within fourteen calendar days of a change.
(d) All information specified in an application pursuant to this section shall be subject to disclosure under the California Public Records Act (Government Code Section 6250 et seq.) or any other applicable law, subject to the laws' exemptions.

4.64.060 Permit issuance, denial, and revocation.
(a) Upon the receipt of a complete application for a pPermit, the application fee, and the annual pPermit fee, the dDepartment shall issue a pPermit unless substantial evidence demonstrates that one or more of the following bases for denial exists:
(1) The information presented in the application is inaccurate or false. (2) The application seeks authorization for rRetailing at a location for which this cChapter prohibits issuance of a pPermit.
(3) The application seeks authorization for rRetailing by a person to whom this cChapter prohibits issuance of a pPermit.
(4) The application seeks authorization for a Retailer whose Permit has previously been revoked or who has otherwise violated any provision of this Chapter within the last 60 months.
(45) The application seeks authorization for rRetailing that is prohibited pursuant to this cChapter (e.g., mobile vending, eElectronic Ccigarette pProducts) or that is unlawful pursuant to any other law.
(6) The application seeks authorization for Re tailing by a Retailer who has failed to pay any fees, penalties, or reinspection fees required by this Chapter. (b) A permit shall be revoked if the dDepartment finds that one or more of the bases for denial of a permit under this section existed at the time application was made or at any time before the permit was issued. Such a revocation shall be without prejudice to the filing of a new pPermit application.
(c) A permit shall be permanently revoked if the Retailer has committed violations as specified in section 4.64.130.

4.64.070 Permit term, conditions, renewal, and expiration. (a) Term of pPermit. The term of a permit is one year. A pPermit is invalid upon expiration.

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(b) Conditions of pPermit. As conditions of pPermit issuance and retention, rRetailer shall:
(1) Allow compliance inspections as described in Section 4.64.110 and expressly consent to inspection of all areas and records of a Retailer’s business required to effectuate the purpose of this Chapter, including unlocking and allowing access to any area of Retailer’s business requested by any individual authorized to monitor and facilitate compliance with this Chapter.
(2) Comply with any order of the Department to impound any product not authorized to be sold by this Chapter and cooperate with any Departmental seizure of any product, subject to appeal of those actions.
(3) Failure to comply with these Permit conditions may result in Permit suspension or revocation as described in Section 4.64.130.
(bc) Renewal of pPermit. The dDepartment shall renew a pPermit upon timely payment of the annual pPermit fee provided that the rRetailer is in compliancecomplies with this cChapter, as amended. The dDepartment may, in its discretion, agree to renew any expired pPermit within the three-month period following expiration if the rRetailer pays the annual pPermit fee and applicable late charges. For every calendar month, or fraction thereof, that a rRetailer fails to renew an expired pPermit, a late charge equal to twenty percent of the annual pPermit fee shall be assessed. A pPermit renewed within three calendar months of expiration shall be treated as if timely renewed.
(cd) Issuance of pP ermit after revocation or expiration of permit. To apply for a new pPermit more than three calendar months after expiration of a pPermit or following revocation of a pPermit that was wrongly issued, a rRetailer must submit a complete application for a pPermit, along with the application fee and annual pPermit fee. The dDepartment shall issue a permit pursuant to the requirements of Section 4.64.060.

4.64.080 Permits nontransferable.
(a) A pPermit may not be transferred from one person to another or from one location to another. Whenever a new person obtains ownership in a business for which a pPermit has been issued, a new pPermit shall be required, but any exemption granted pursuant to Section

4.64.040 shall cease to apply.
(b) Notwithstanding any other provision of this Cch apter, prior violations of this cChapter at a location shall continue to be counted against a location and Ppermit ineligibility and suspension periods shall continue to apply to a location unless:
(1) One hundred percent of the interest in the stock, assets, or income of the b
usiness, other than a security interest for the repayment of debt, has been transferred to one or more new owners; and
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(2) The city Department is provided with clear and convincing evidence, including an affidavit, that the business has been acquired in an aArm's lLength tTransaction.

4.64.090 Permit conveys a limited, conditional privilege.

Nothing in this cChapter shall be construed to grant any person obtaining and maintaining a pPermit any status or right other than the limited, conditional privilege to act as a rRetailer at the location in the city identified on the face of the pPermit. All pPermits are issued subject to the cCity's right to amend this cChapter, and rRetailers shall comply with all provisions of this cChapter, as amended.

4.64.100 Fees.

The dDepartment shall not issue or renew a pPermit prior tobefore full payment of any applicable fees. The city County Board of Supervisors shall, from time to time, establish by resolution or ordinance the fees to issue or to renew a pPermit. The fees shall be calculated so as to recover the cost of administration and enforcement of this cChapter, including, for example, issuing a pPermit, administering the pPermit program, rRetailer education, and routine rRetailer inspection and compliance checks, documentation of violations, and prosecution of violators, but shall not exceed the cost of the regulatory program authorized by this cChapter. All fees and interest earned from such fees shall be used exclusively to fund administration and enforcement of this cChapter.

4.64.110 Compliance monitoring.
(a) Compliance with this cChapter shall be monitored by the dDepartment. In addition, any peace officer may enforce the penal provisions of this cChapter. The city managerDepartment may designate any number of additional individuals to monitor and facilitate compliance with this cChapter.
(b) The dDepartment or other individuals designated to enforce the provisions of this cChapter shall check monitor each rRetailer at least once per twelve-month period to determine if the rRetailer is complying with all laws applicable to retailing, other than those laws regulating underage access to tTobacco pProducts. Nothing in this paragraph shall create a right of action in any rRetailer or other person against the cCity, the County of Santa Clara, or its agents.
(c) Any Re tailer found to be in violation of this Chapter shall pay all costs related to enforcement to ensure retailer’s compliance with this Chapter, including but not limited to, fees for reinspection to determine compliance after a violation, enforcement costs, litigation costs, and attorneys’ fees in any administrative or civil matter in which the Department prevails pursuant to Division A1 of the County Ordinance Code or any other provision of law.

4.64.120 Prevention of underage sales.

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(a) The dDepartment or other departments or individuals designated to enforce the provisions of this cChapter shall, in conjunction with the police department, check monitor each rRetailer at least twice per twelve-month period to determine whether the rRetailer is conducting business in a manner that complies with laws regulating youth access to tTobacco pProducts. Nothing in this paragraph shall create a right of action in any rRetailer or other person against the cCity, the County of Santa Clara, or its agents. (b) The city Department or other departments or individuals designated to enforce the provisions of this Chapter shall not enforce any law establishing a minimum age for tTobacco pProduct purchases against an individual who otherwise might be in violation of such law because of the individual's age ("yYouth dDecoy") if the potential violation occurs when:
(1) The yYouth dDecoy is participating in a compliance check supervised by a peace officer or a code enforcement official of the cCity or County of Santa Clara; (2) The yYouth dDecoy is acting as an agent of a dDepartment or individual designated by the cCity or County of Santa Clara to monitor compliance with this cChapter; or
(3) The yYouth dDecoy is participating in a compliance check funded in part, either directly or indirectly through subcontracting, by the cCity, the County of Santa Clara, or the California Department of Public Health.

4.64.130 Penalties for a violation by a rRe tailer with a pPermit. (a) Administrative fine. In addition to any other penalty authorized by law, an administrative fine shall be imposed and a permit shall be suspended if any court of competent jurisdiction determines, or the department finds based on a preponderance of the evidence that the a rRetailer shall pay a fine if the Retailer, or any of the rRetailer's agents or employees, has violatedviolates any of the requirements, conditions, or prohibitions of this cChapter, has pled guilty, "no contest" or its equivalent to such a violation, or has admitted to a such a violation.. (b) Amount of fine. The amount of the administrative fine for each such violation of this Chapter shall be as follows:
(1) A fine not to exceed one hundred dollars ($100.00) for a first violation within a twelve-month period;A fine not to exceed $1,000 for each violation identified during the first instance in which the Retailer has committed a violation or violations; (2) A fine not to exceed two hundred dollars ($200.00) for a second violation within a twelve-month period; A fine not to exceed $2,500 for each violation identified during a subsequent instance if the Retailer has committed a previous violation or violations within a 60-month period; and
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(3) A fine not to exceed five hundred dollars ($500.00) for each additional violation within a twelve-month period A fine not to exceed $5,000 for each violation identified during a subsequent instance after the Retailer twice committed a previous violation or violations within a 60-month period.
(cb) Time period for permit Permit suspension. In addition to any other penalty authorized by law, the Department may suspend a permit if the Department demonstrates that the Retailer or any of the Retailer’s agents or employees has violated any of the requirements, conditions, or prohibitions of this Chapter. The period of the suspension shall be as follows:
(1) For a first violation of this chapter at a location within any sixty-month period, the permit shall be suspended for up to thirty calendar days. A suspension not to exceed 30 calendar days for an initial violation.
(2) For a second violation of this chapter at a location within any sixty-month period, the permit shall be suspended for up to ninety calendar days.A suspension not to exceed 180 calendar days if a Retailer commits a violation or violations during two instances within a 60-month period.
(3) For each additional violation of this chapter at a location within any sixty-month period, the permit shall be suspended for up to one year.When a permit is suspended based on a violation of this Chapter, the Department shall post a placard at the physical location used for Retailing Tobacco Products to notify the general public of the suspension. The placard shall be:
(A) Posted in the front window of the storefront used for Retailing Tobacco Products within five feet of the front door; or
(B) Posted in a display case mounted on the outside front wall of the physical location used for Retailing Tobacco Products within five feet of the front door; or (C) Posted in a location approved by the Department to ensure proper notice to the general public and to patrons of the physical location used for Retailing Tobacco Products. (D) Once attached to a building or structure, a placard is not to be removed, altered, or covered until done so by an authorized representative of the Department or upon written notification from the Department.
(c) Permanent Permit revocation. In addition to any other penalty authorized by law, the Department shall permanently revoke a Permit if a retailer commits a violation or violations during three instances within a 60-month period.
(d) Waiver or reduction of fines and penalties for first violation. The dDepartment may, in its sole discretion, waive or reduce any fines and penalties for a rRetailer's first violation of any Item 8
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requirement, condition, or prohibition of this chaptersection, other than a violation of a law regulating youth access to tobacco products, if the rRetailer admits the violation in writing and agrees to forego a hearing on the allegations. Regardless of the dDepartment's waiver of penalties for a first violation, the violation will be considered in determining the fines and suspension periods or revocation penalties for any future violation. This subsection shall not apply to any violation involving a law regulating youth access to Tobacco Products. (e) Corrections period. The dDepartment shall have discretion to allow a rRetailer a period of time to correct any violation of any requirement, condition, or prohibition of this cChapter, other than a violation of a law regulating youth access to tTobacco pProducts. If the dDepartment exercises its discretion to provide a corrections period, and a rRetailer's violation is corrected within the time allowed for correction, no penalty shall be imposed under this section.
(f) Written notice of penalties. Whenever a fine is issued and/or a pPe rmit is suspended or revoked based on a violation of this cChapter, the dDepartment shall provide the rRetailer written notice of the violation and the fine and suspension or revocation, including when the suspension or revocation shall take effect.
(g) Appeals. Any penalties imposed under this section may be appealed pursuant to Section

4.64.150 of this Chapter.
(h) A timely appeal shall stay enforcement of the appealed penalties until the final administrative decision of the Department is issued.

4.64.140 Penalties for retailing without a pPermit.
(a) Administrative fine. In addition to any other penalty authorized by law, an administrative fine and an ineligibility period for application or issuance of a permit a rRetailer shall be imposed pay a fine if a court of competent jurisdiction determines, or the dDepartment finds based on a preponderance of evidencedemonstrates, that any the person rRetailer has engaged in retailing at a location without a valid pPermit, either directly or through the person's Retailer’s agents or employees., has pled guilty, "no contest" or its equivalent to such a The amount of the administrative fine for each violation , or has admitted to such a violation.of this Chapter shall be as follows:
(b) Amount of fine. The amount of the administrative fine for each such violation shall be as follows:
(1) A fine not to exceed one hundred dollars ($100.00) for a first violation within a twelve-month period; A fine not to exceed $2,500 for each violation identified during the first instance in which the Retailer has committed a violation ofor violations without a valid Permit;
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(2) A fine not to exceed two hundred dollars ($200.00) for a second violation within a twelve-month period; and A fine not to exceed $5,000 for each violation identified during a subsequent instance if the Retailer has committed a previous violation or violations within a 60-month period without a valid Permit; and (3) A fine not to exceed five hundred dollars ($500.00) for each additional violation within a twelve-month period. A fine not to exceed $10,000 for each violation identified during a subsequent instance after the Retailer has twice committed a previous violation or violations within a 60-month period without a valid Permit. (cb) Time period for pPermit ineligibility. The ineligibility period shall be as follows:
(1) For a first an initial violation of this section at a location within any sixty-month period Chapter without a valid Permit, no new pPermit may be issued for to the person Retailer or the location (unless ownership of the business at the location has been transferred in an aArm's lLength tTransaction) until thirty calendar days have passed from the date of the violation.
(2) F or a second violation of this section at a location within any sixty -month period, no new permit may be issued for the person or the location (unless ownership of the business at the location has been transferred in an arm's length transaction) until ninety calendar days have passed from the date of the violation. If a Retailer commits a violation or violations during two instances within a 60-month period without a valid Permit, no new Permit may be issued to the Retailer or the location (unless ownership of the business at the location has been transferred in an Arms Length tTransaction) until one year has passed from the date of the second violation. (3) For each additional violation of this section at a location If a Retailer commits a violation or violations during three instances within any sixty60-month period without a valid Permit, no new permit may be issued for the person or the Retailer and the location (unless ownership of the business at the location has been transferred in an aArm's lLength tTransaction) shall be permanently ineligible for a Permit. until one year has passed from the date of the violation.
(dc) Waiver of for reduction of fines and penalties for first violation. The dDepartment may, in its sole discretion, waive or reduce any fines and penalties for a retailer's first violation of this section, unless the violation also involves a violation of a law regulating youth access to tobacco products, if the rRetailer admits the violation in writing and agrees to forego a hearing on the allegations. Regardless of the dDepartment's waiver of fines or penalties for a first violation, the violation will be considered in determining the penalties for any future violation fines and suspension periods or revocation for any future violation. This subsection shall not apply to any violation involving a law regulating youth access to Tobacco Products.

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(ed) Written notice of penalties. Whenever a fine is issued and/or a pPermit is suspended pursuant to this section, the dDepartment shall provide the rRetailer written notice of the fine and suspension, including when the suspension shall take effect. (fe) A ppeals. Any penalties imposed under this section may be appealed pursuant to Section

4.64.150. A timely appeal shall stay enforcement of the appealed penalties while the appeal is ongoing.

4.64.150 Appeals.
(a) Any rRetailer served with a written notice of penalties violation may request an administrative hearing to appeal the existence of the violation, the amount of the fine, and/or the length of the a suspension, a revocation of a Permit, the sustained impoundment of Tobacco Products, and/or seizure of Tobacco Products by returning a completed hearing request form to the Office of the County Hearing Officer within ten days from the date of the written notice of penalties.
(b) The rRe tailer shall include the following in or with the hearing request form:
(1) A statement indicating the reason the rRetailer contests the written notice of penalties;
(2) Any evidence the rRe tailer wants the hHearing oOfficer to consider; (3) An advance deposit of the amount of any fine challenged; and (4) The address of the rRetailer and, if available, an email address that can be used for contact and correspondence by the Office of the County Hearing Officer and the Department. The rRetailer may request service of notice by mail. (c) The hearing request form shall be deemed filed on the date received by the Office of the County Hearing Officer. A timely appeal shall stay enforcement of the appealed penalties while the appeal is ongoing.
(d) After receiving a timely hearing request form, the Hearing Officer shall notify the dDepartment as soon as practicable and then shall schedule an administrative hearing. The Office of the County Hearing Officer shall provide the rRetailer and the dDepartment at least ten calendar days' written notice of the date, time, and place of the administrative hearing and the name of the hHearing oOfficer who will conduct the hearing. The notice shall be given to the rRetailer either by email, if requested, or by first class mail, postage prepaid. (e) Between the time the rRetailer requests the administrative hearing and the time of the hHearing oOfficer's decision, the rRetailer, the dDepartment, and each of their representatives Item 8
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shall not engage in ex parte communications with the Office of the County Hearing Officer or the hHearing oOfficer regarding the matters at issue in the hearing. (f) The hearing shall be conducted by the hHearing oOfficer on the date, time, and place specified in the notice to the rRetailer. A rRetailer's failure to appear at the hearing shall constitute an abandonment of the hearing request and a failure to exhaust administrative remedies as a precedent to judicially challenge the existence of the violation and the imposition of the fine and suspension.
(g) At the hearing, the rRe
tailer and the dDepartment shall have the opportunity to present evidence, including witnesses, relevant to the hHearing oOfficer's determination of the matter.

Neither the provisions of the Administrative Procedure Act (Government Code Section 11500 et seq.) nor the formal rules of evidence in civil or criminal judicial proceedings shall apply to such hearing. The hHearing oOfficer may admit any evidence, including witnesses, relevant to the determination of the matter, except as otherwise provided in Section 4.64.160(c). (h) The written notice of penalties and any other reports prepared by or for the dDe
partment concerning the violation shall be admissible and accepted by the hHearing oOfficer as prima facie evidence of the violation and the facts stated in those documents. (i) The hHearing oOfficer may continue the hearing from time to time, in his or herthe Hearing Officer’s sole discretion, to allow for its orderly completion of the hearing. After receiving the evidence submitted at the hearing, the hHearing oOfficer may further continue the hearing and request additional information from either the dDepartment or the rRetailer. (j) After considering the evidence and testimony submitted the hHearing oOfficer shall issue a written decision regarding the matters properly raised in the request for administrative hearing. The hHearing oOfficer's decision shall:
(1) Be based on a preponderance of the evidence.
(2) Include a statement of the reasons for the decision. (3) Be issued within twenty calendar days of the close of the hearing. (4) Be served on both the rRetailer and the dDepartment. The decision shall be given to the rRetailer either by email, if requested, or by first class mail, postage prepaid. (k) Based on the hHearing oOfficer's decision, the Office of the County Hearing Officer shall promptly refund to the rRetailer any amount of the advance fine deposit the dDepartment is not entitled to and shall provide the remainder to the dDepartment. (l) The hearing officer's written decision shall constitute the final administrative decision of the city.

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4.64.160 Enforcement.
(a) Any violation of this cChapter is hereby declared to be a public nuisance. (b) Causing, permitting, aiding, abetting, or concealing a violation of any provision of this cChapter shall also constitute a violation of this cChapter. (c) Whenever evidence of a violation of this cChapter is obtained in any part through the participation of an individual under the age of twenty-one years old, such an individual shall not be required over his or hertheir objection to appear or give testimony in any civil or administrative process brought to enforce this cChapter and the alleged violation shall be adjudicated based upon the sufficiency and persuasiveness of the evidence presented. (d) Violations of this cCh apter may be remedied by a civil legal action brought by the city attorney or County of Santa Clara Office of the County Counsel pursuant to dDivision A1 of the Ordinance Code of the County of Santa Clara, including, but not limited to, administrative or judicial nuisance abatement proceedings, civil code enforcement proceedings, and suits for injunctive relief pursuant to XXXXX of this Code. For the purposes of the civil remedies provided in this chapter, each day on which a tobacco product is offered for sSale in violation of this cChapter, and each individual retail tobacco product that is sSold or dDistributed in violation of this cChapter, shall constitute a separate violation of this cChapter. (e) Any person found guilty of violating any provision of this chapter shall be deemed guilty of an infraction, punishable as provided by California Government Code § 25132. (e) Impoundment.
(1) Based upon inspection findings or other evidence, the Department may impound Tobacco Products that are suspected of being or found to be offered for sSale or Distribution in violation of this Chapter. The Department may affix a label to the product that shall be removed only by the Department following final written determination by the Department as described below.
(2) No impounded Tobacco Products shall be used, removed, disposed, or offered for Sale unless the impoundment has been released. The decision by the Department may be appealed pursuant to the procedures set forth in Section 4.64.150. (3) Within 30 days of final determination whether the impounded products are authorized for sale under this Chapter, the Department shall release the impounded materials or order that unauthorized, impounded product shall be destroyed and properly disposed of at the cost of the Retailer.
(f) Seizure. Tobacco Products offered for sale in violation of this Chapter are subject to seizure by the Department and shall be forfeited after the Retailer of the Tobacco Products Item 8
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seized is given reasonable notice and an opportunity to demonstrate that the Tobacco Products were not offered for sale in violation of this Chapter. The decision by the Department may be appealed pursuant to the procedures set forth in Section 4.64.150. Forfeited Tobacco Products shall be destroyed and properly disposed of at the cost of the Retailer after all internal appeals have been exhausted and after the time in which to seek judicial review pursuant to Section

4.64.150 of this Chapter has expired.
(g) All Retailers are responsible for the actions of their employees relating to compliance with this Chapter. The sale, offer to sell, or furnishing of any Tobacco Products by an employee shall be considered an act of the Retailer.
(fh) The remedies provided by this cChapter are cumulative and in addition to any other remedies available at law or in equity.

4.64.170. N o conflict with federal or state lawNo conflict with federal or state lawInterpretation.
(a) Nothing in this cChapter shall be interpreted or applied so as to create any requirement, power, or duty that is preempted by, or in conflict with, federal or state law, rules, or regulations.
(b) Nothing in this Chapter shall be construed to penalize the purchase, use, or possession of a Tobacco Product by any person not engaged in the retailing of such products.

SECTION 3. If any section, subsection, clause or phrase of this Ordinance is for any reason held to be invalid, such decision shall not affect the validity of the remaining portion or sections of the Ordinance. The Council hereby declares that it should have adopted the Ordinance and each section, subsection, sentence, clause or phrase thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses or phrases be declared invalid.

SECTION 4. The Council finds that this project is exempt from the provisions of the California Environmental Quality Act (“CEQA”), pursuant to Section 15061 of the CEQA Guidelines, because it can be seen with certainty that there is no possibility that the ordinance will have a significant effect on the environment.

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SECTION 5. This ordinance shall be effective 31 days after adoption.

INTRODUCED:

PASSED:

AYES:

NOES:

ABSENT:

ABSTENTIONS:

ATTEST:

____________________________ ____________________________ City Clerk Mayor

APPROVED AS TO FORM: APPROVED:

____________________________ ____________________________ Assistant City Attorney City Manager

____________________________
Director of Public Works

____________________________
Chief of Police

____________________________
Director of Administrative Services
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FIRST AMENDED AND RESTATED AGREEMENT BETWEEN

THE COUNTY OF SANTA CLARA

AND CITY OF PALO ALTO FOR

A TOBACCO RETAIL PERMIT PROGRAM

This First Amended and Restated Agreement (“Agreement”), dated for convenience (DATE), is entered into by and between the County of Santa Clara (“County”) and City of Palo Alto (“City”) relating to administration and enforcement of a tobacco retail permit program in the City of Palo Alto. County and City may be referred to in this Agreement individually as a “Party” and collectively as “Parties.”

Background / Purpose

In 2010, the County added Chapter XXIII to Division A18 of its Ordinance Code (“Chapter XXIII”), thereby establishing a permit requirement for retailers of tobacco products in the unincorporated areas of the County of Santa Clara. The County has since expanded the scope of Chapter XXIII and modified provisions therein. The City has adopted City Chapter 4.64 to mirror the provisions of Chapter XXIII in their entirety, effective July 1, 2018, and intends to continue updating City Chapter 4.64 to maintain consistency with Chapter XXIII. The City and County intend for the County to administer and enforce the City’s tobacco retail permit program (as described in City Chapter 4.64) within the City, except as otherwise provided in this Agreement. The County intends to cite violators of the City’s City Chapter 4.64 pursuant to this Agreement. Terms used in this Agreement, such as, but not limited to, “tobacco products” and “retailer,” shall be interpreted in accordance with Chapter XXIII and City Chapter 4.64.now wishes to adopt one or more ordinance(s) to mirror the provisions of Chapter XXIII in their entirety. The City and County intend for the County to administer and enforce the City’s tobacco retail permit program within the City, except as otherwise provided in this Agreement.

The County intends to cite violators of the City’s Ordinance Code pursuant to this Agreement.

Agreement

The Parties agree as follows:

1. Designation

The City hereby designates the County to enforce and administer the City Ordinance.

The County shall act as the City Manager’s designee, as defined in Palo Alto Municipal Code (PAMC) section 4.64.020 (b).

1.2. Scope of Work

Each Party shall perform the work as described in Exhibit A, attached hereto and incorporated herein by this reference.; provided, however, that the County shall have no responsibility for administering or enforcing any provisions of the City’s tobacco retailer permit ordinance that are in addition to or otherwise different from the County’s provisions.

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Agreement for Palo Alto Tobacco Retail Permit Program

3. Legislative Consistency
The County’s administration and enforcement under this Agreement is contingent upon the City’s adoption and maintenance of a City Ordinance that is the same as the County Ordinance in all material respects.

3.1 Within 90 days of the County’s adoption of any material amendment to the County Ordinance, the City’s governing body shall consider and vote upon an amendment to the City Ordinance that is the same as the County’s amendment in all material respects. If the City does not adopt such an amendment within 90 days of the County’s amendment to the County Ordinance, the County may, in its sole discretion, immediately terminate this Agreement by sending written notice to the City.

3.2 If the City wishes to amend the City Ordinance other than to conform to the County’s prior amendment of the County Ordinance as set forth in Paragraph 3.1 above, the City shall provide the County with the full text of the proposed amendment 120 days prior to adoption of such an amendment. If the City adopts an amendment to the City Ordinance other than to conform in all material respects to the County’s prior amendment of the County Ordinance, the County may, in its sole discretion, immediately terminate this Agreement by sending written notice to the City.

3.3 The County shall have no responsibility for administering or enforcing any provisions of the City Ordinance that are in addition to or otherwise materially different from the County Ordinance.

2.4. Relationship of Parties / Independent Contractors

Each Party shall perform all work described herein as an independent contractor and not as an officer, agent, servant or employee of the other Party. None of the provisions of this Agreement are intended to create, nor shall be deemed or construed to create, any relationship between the Parties other than that of independent parties contracting with each other for purpose of effecting the provisions of this Agreement. The Parties are not, and will shall not be construed to be in a relationship of joint venture, partnership or employer-employee. Neither Party has the authority to make any statements, representations or commitments of any kind on behalf of the other Party, or to use the name of the other Party in any publications or advertisements, except with the written consent of the other Party or as is explicitly provided herein. Each Party will shall be solely responsible for the acts and omissions of its officers, agents, employees, contractors, and subcontractors, if any.

3.5. Term of Agreement

This Agreement is effective from the date that this Agreement is executed by all Parties, Item 8
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until terminated in accordance with this Agreement.

4.6. Payment

The City shall adopt, by reference, the County’s fee schedule for annual tobacco retail permits and tobacco retail permit applications. All annual permit fees and application fees for the tobacco retail permit program shall be collected and retained by the County.

The County shall advise City of the initial permit fee and application fee necessary to cover County’s anticipated costs under this Agreement. Thereafter, the County shall provide notice to the City and tobacco retail permit holders in the City of any increases or decreases in the cost of the County’s work under this Agreement and any need to revise permit fees and/or application fees accordingly.

7. Termination

Except as provided in paragraphs 3.1 and 3.2 above, which allow for immediate termination in the specified circumstances, eEither Party may terminate this Agreement for any reason upon ninety (90) days’ written notice. Upon service of a termination notice, the Parties shall use their best efforts to develop a mutually-agreeable plan for transition of the County’s responsibilities to the City. Upon termination of this Agreement, the City will be responsible for replacing the County-issued permits.

8. Indemnification and Insurance

In lieu of and notwithstanding the pro rata risk allocation, which might otherwise be imposed between the Parties pursuant to Government Code Section 895.6, the Parties agree that all losses or liabilities incurred by Party shall not be shared pro rata but, instead, County and City agree that, pursuant to Government Code Section 895.4, each of the Parties hereto shall fully indemnify and hold each of the other Parties, their officers, board members, employees, and agents, harmless from any claim, expense or cost, damage or liability imposed for injury (as defined in Government Code Section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying party, its officers, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to such party under this Agreement. No party, nor any officer, board member or agent thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of the other Parties hereto, their officers, board members, employees, or agents, under or in connection with or arising out of any work authority or jurisdiction delegated to such other Parties under this Agreement.

City shall indemnify and hold harmless County, its officers, agents and employees for 50 percent of the amount of any claim, liability, loss, injury or damage arising out of, or in connection with, performance of this Agreement by County and/or its agents, employees or subcontractors, excepting only loss, injury or damage caused by the negligence or willful misconduct of personnel employed by County. City shall immediately notify County upon learning of any potential or asserted claim, liability, loss, injury or damage Item 8
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for which the City may be obligated to indemnify or hold the County harmless pursuant to any provision of this Agreement.

Without limiting the indemnification both Parties, City shall maintain or cause to be maintained the following insurance coverage: (1) a policy of commercial general liability with limits of liability not less than one million dollars ($1,000,000) per occurrence and two million dollars ($2,000,000) annual aggregate; (ii) a policy of workers’ compensation providing statutory coverage; (iii) a policy of professional or public officials errors and omissions liability with limits of liability not less than one million dollars ($1,000,000) per occurrence/aggregate; and (iv) such other insurance or self-insurance as shall be necessary to insure it against any claim or claims for damages arising under the Agreement. Each Party’s Iinsurance afforded by the commercial general liability policy shall be endorsed to provide coverage to the other Party County as an additional insured.

A Certificate of Insurance certifying that coverage as required herein has been obtained to the other Party.shall be provided to the County. The requirements of this section may be satisfied by the provision of similar coverage through a self-insurance program.

9. Compliance with All Laws, Rules, Regulations, Policies and Procedures

The Parties shall comply with all applicable federal, state and local laws, rules, regulations, policies and procedures.

10. Monitoring / Records

10.1 Monitoring
Each Party shall permit the other Party to monitor its performance of this Agreement. To the extent permitted by law, such monitoring may include, but not be limited to, audits and review of records related to this Agreement. Upon request, a Party shall provide the other Party with access to facilities, financial and employee records that are related to the purpose of the Agreement, except where prohibited by federal, state or local laws, regulations or rules. Monitoring shall be permitted at any time during normal business hours upon no less than 10 business days advance notice and may occur up to one year following termination of the Agreement.

Each Party shall designate a project director/coordinator responsible for overseeing that Party’s performance of this Agreement. Each Party shall notify the other Party in writing of the designation of the project director/coordinator and of any change thereto.

10.2 California Public Records Act
The Parties are public agencies subject to the disclosure requirements of the California Public Records Act (“CPRA”). In the event of a CPRA request for information related to this Agreement, each Party will use its best efforts to notify the other Party before such disclosure.

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11. Representations and Warranties

11.1 Conflict of Interest
Each Party City shall comply, and require its subcontractors to comply, with all applicable (i) requirements governing avoidance of impermissible client conflicts; and (ii) federal, state and local conflict of interest laws and regulations including, without limitation, California Government Code section 1090 et. seq., the California Political Reform Act (California Government Code section 87100 et. seq.) and the regulations of the Fair Political Practices Commission concerning disclosure and disqualification (2 California Code of Regulations section 18700 et. seq.). Failure to do so constitutes a material breach of this Agreement and is grounds for immediate termination of this Agreement by the Countyeither Party.

In accepting this Agreement, City 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.

City further covenants that, in the performance of this Agreement, it will not employ any contractor or person having such an interest. City, including but not limited to City’s employees and subcontractors, may be subject to the disclosure and disqualification provisions of the California Political Reform Act of 1974 (the “Act”), that (1) requires such persons to disclose economic interests that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making or participating in making decisions that will foreseeably financially affect such interests. If the disclosure provisions of the Political Reform Act are applicable to any individual providing service under this Agreement, City shall, upon execution of this Agreement, provide the County with the names, description of individual duties to be performed, and email addresses of all individuals, including but not limited to City’s employees, agents and subcontractors, that could be substantively involved in “making a governmental decision” or “serving in a staff capacity and in that capacity participating in making governmental decisions or performing duties that would be performed by an individual in a designated position,” (2 CCR 18701(a)(2)), as part of City’s service to the County under this Agreement. City shall immediately notify the County of the names and email addresses of any additional individuals later assigned to provide such service to the County under this Agreement in such a capacity. City shall immediately notify the County of the names of individuals working in such a capacity who, during the course of the Agreement, end their service to the County.

If the disclosure provisions of the Political Reform Act are applicable to any individual providing service under this Agreement, City shall ensure that all such individuals identified pursuant to this section understand that they are subject to the Act and shall conform to all requirements of the Act and other laws and regulations listed in this subsection including, as required, filing of Statements of Economic Interests within 30 days of commencing service pursuant to this Agreement, annually by April 1, and within 30 days of their termination of service Item 8
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Palo Alto City CouncilSeptember 23, 2024

Palo Alto City Council
September 23, 2024