Palo Alto City Council
December 2, 2024

1.6 The specific funding requirements are set forth in each Schedule. Generally, Employer shall make sufficient funds from its general assets available to pay benefits under the Plan(s).

Employer shall grant Navia withdrawal authority over the account sufficient to enable it to pay benefits. If at any time the amount of benefits payable under the Plan exceeds the amount in the account Employer shall transfer an amount necessary to the account to fulfill its funding obligations under the applicable Plan(s). Navia may suspend processing all benefit payments, electronic payment cards, and any other reimbursements, and distributions in the event Employer fails make sufficient funds from its general assets available to pay benefits under the Plan(s) and/or fails to fund the Plan(s) according to the relevant Schedule. Navia shall not be responsible or liable for the funding of claims for benefits under any Plan. If at any time Navia has paid out more in benefits than received in funding (based upon either individual Covered Employee accounts or the Plan(s) aggregate balance) Employer shall deliver to Navia an amount equal to that deficit upon Navia’s written request. If such funding is not received within two (2) days Navia may suspend all Services including but not limited to suspension of Electronic Payment Cards and benefit reimbursements.

1.7 If relevant to the Plan(s), Navia shall provide on-site enrollment meetings and attendance at benefits fairs, as reasonably requested by Employer, for the Fee and costs set forth in the Schedule.

1.8 Navia shall provide customer support weekdays, 5 a.m. to 5 p.m. Pacific Time, excluding holidays.

1.9 Navia will conduct Nondiscrimination Testing (“NDT”) required under the Code for the attached Schedules. Navia will provide Employer with a Request for Information (“RFI”) form requesting the data necessary to complete the NDT. Within a reasonable amount of time after receipt of the requested information, Navia will provide test results, which will be based solely on the information provided by Employer and/or information maintained by Navia in accordance with the Schedule. Such test results are not intended as legal or tax advice and shall not be relied upon as legal or tax advice. Navia is under no obligation to advise Employer regarding specific corrective measures beyond providing the test results.

1.10 Employer may review reports summarizing the Plan via the Website. Employer is responsible for
reviewing the reports submitted by Navia and notifying Navia of any errors of which it is aware within a reasonable period of time after reviewing them.

Article II. Electronic Payment Card Services

2.1. If applicable to the Plan(s) selected in the attached Schedule(s), at Employer’s request and payment of all applicable Fees, the Card Services Provider may make an Electronic Payment Card available to Covered Individuals through which eligible expenses may be paid in accordance with the following terms:

2.2. Covered Employees or Employer shall provide to Navia a valid email address for each Covered Employee requesting an Electronic Payment Card.

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2.2.1. The Card Services Provider will issue an Electronic Payment Card to each Card Recipient within thirty (30) days of Navia’s receipt of the Covered Employee’s enrollment data or the Covered Employee’s online, electronic mail or form request. Employer understands and acknowledges that the Card Services Provider issues Electronic Payment Cards based solely on the information provided by Employer. Navia and the Card Services Provider have no obligation to verify or confirm that Card Recipients are Covered Individuals.

2.2.2. Card Recipients must agree to use the Electronic Payment Card in accordance with the terms of the Cardholder Agreement that accompanies the Electronic Payment Card. The Electronic Payment Card will be deactivated if the Covered Individual fails to use the Electronic Payment Card in accordance with the Cardholder Agreement or as otherwise required by applicable law.

2.2.3. The Electronic Payment Card may be used by Card Recipients to pay for eligible expenses (as defined by applicable law and the applicable Plan to the extent consistent with Navia’s standard operating procedures) in accordance with the applicable rules and regulations.

2.2.4. Navia will require substantiation of expenses paid with the Electronic Payment Card in accordance with the requirements set forth in the Code and/or other applicable guidance. The Electronic Payment Card will be deactivated if the Card Recipient fails to provide the requested substantiation in a timely manner as determined by Navia in accordance with Federal guidelines.

2.2.5. All Cards will be deactivated on the date this Agreement is terminated, the date that Employer fails to satisfy its funding obligations as set forth herein, the date Employer files for bankruptcy and/or as necessary to prevent fraud or abuse (as determined by Navia).

2.2.6. A Fee of $5 will be assessed for lost, stolen, replaced, or additional Electronic Payment Card(s). The Fee may be deducted from the Covered Individual’s benefit.

HEALTH FLEXIBLE SPENDING ARRANGEMENT (“HEALTH FSA”) AND DEPENDENT CARE FLEXIBLE SPENDING ARRANGEMENT (“DAY CARE FSA”) SCHEDULE

BENEFIT PLAN SERVICE SCHEDULE(S) AND FEES

This Schedule is incorporated into and made a part of the Agreement. The responsibilities of the Parties set forth in this Schedule are in addition to any responsibilities set forth in the Agreement.

If there is a conflict between this Schedule and any other part of the Agreement with respect to the subject matter of this Schedule, the Schedule will control. In all other conflicts, the Agreement controls. Capitalized terms not otherwise defined herein are defined as set forth in the Agreement. As part of the Services, Employer has asked Navia to assist it with Flexible Spending Arrangement (“FSA”) administration as more particularly described in this Schedule below.

1. RESPONSIBILITIES OF NAVIA

1.1. IMPLEMENTATION

1.1.1. Navia shall implement the Plan subject to the Plan Application and the direction and approval of Employer.

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1.2. PLAN PROCESSING AND ADMINISTRATION Navia shall:

1.2.1. Provide claim reimbursements by check or direct deposit. Such claim reimbursements will be issued within two (2) Business Days after the later of:
(1) the scheduled processing date;
(2) the date Employer reconciles the Eligibility and Payroll Deduction Report (“EDR”) or submits an approved payroll report; or
(3) the receipt of funds as required in the funding section.

1.2.2. Provide notification of online availability of the EDR, Disbursement, and Year- to-Date report.

1.2.3. Provide annual year-end report within ninety (90) days after the Plan’s claims Run- Out Period has expired.

1.2.4. Perform claims adjudication, including verification of date, service, and cost of service.

1.3. PLAN DESIGN OPTIONS

1.3.1. If Employer provides for the Grace Period under IRS Notice 2005- 42 (the “Grace Period”) Navia shall process claims against the prior Plan Year for services incurred through the 15th day of the third month following the end of the Plan Year. If applicable, apply any residual balance of Grace Period claims against the current Plan Year benefit.

1.3.2. If Employer provides for Carryover Administration under IRS Notice 2013-71 (the “Carryover”) Navia shall:

1.3.2.1. Carry over the lesser of the balance in the Health FSA as of the Carryover Date or $500, from the previous year into the immediately following Health FSA Plan Year. The “Carryover Date” shall mean the date on or about the 15th day after the last day of the Run-Out Period.

The “Balance” shall mean Health FSA Plan Year election less disbursements of the Health FSA.

1.3.2.2. Reduce the prior year Health FSA election according to the amount of the Carryover.

1.3.2.3. Establish a Health FSA election for Covered Employees with Carryover amounts that failed to enroll in the Health FSA in the immediately following Health FSA Plan Year.

Monthly participant Fees shall apply as of the Carryover Date.

1.3.2.4. Adjudicate and process claims against the carryover amount after the Carryover Date. Upon request, Navia shall apply claims incurred in the immediately following year against unused amounts in the prior year before the Carryover Date. Such adjustments shall be subject to a Fee of $65.00 per adjustment.

2. RESPONSIBILITIES OF EMPLOYER

2.1. IMPLEMENTATION

2.1.1. Employer shall timely provide the Plan Application and any other information reasonably necessary for Navia to satisfy its obligations hereunder.

2.2. REPORTING

2.2.1. Employer shall submit an approved payroll file or reconcile the EDR against payroll deductions for each processing date through the Website. If Employer cannot or does not perform this responsibility, Navia may charge $65.00 per reconciled report. If Employer fails to provide the approved payroll file or reconcile the EDR for more than forty-five (45) days from the pay date deduction Navia may suspend claim processing.

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2.3. FUNDING

2.3.1. Employer dollars equal to the amount of Covered Employee deductions are due ten (10) Business Days after the pay date deduction. In the event funding is not received within ten (10) days of the scheduled reimbursement date Navia may suspend claim processing.

GONAVIA SECTION 132 TRANSPORTATION AND PARKING PLAN SCHEDULE This Schedule is incorporated into and made a part of the Agreement. The responsibilities of the Parties set forth in this Schedule are in addition to any responsibilities set forth in the Agreement.

If there is a conflict between this Schedule and any other part of the Agreement with respect to the subject matter of this Schedule, the Schedule will control. In all other conflicts, the Agreement controls. Capitalized terms not otherwise defined herein are defined as set forth in the Agreement. As part of the Services Employer has asked Navia to assist it with Transportation and Parking Plan administration (the “Plan”) as more particularly described in this Schedule below.

1. RESPONSIBILITIES OF NAVIA

1.1. IMPLEMENTATION Navia shall:

1.1.1. Implement the Plan subject to the Plan Application and the direction and approval of Employer

1.1.2. Design, prepare, and deliver Eligible Employee sign-up instructions and Plan communications.

1.2. REPORTING Navia shall:

1.2.1. Provide format for Initial Eligibility File and the Changes Only File. Initial Eligibility File shall mean the file format sent at implementation of the Plan by Navia to Employer for Employer to populate with the Eligible Employee census data. The Changes Only File shall mean the file format sent by Navia to Employer for Employer to populate with only those newly Eligible Employees, terminated employees, and any Eligible Employee with updated census data.

1.2.2. Provide Initial Payroll Deduction Report on the 21st of each month and Final Payroll Deduction Report on the second Business Day after providing the Initial Payroll Deduction Report. The Initial Payroll Deduction Report shall mean the report detailing funds ordered, adjustments, and, if applicable, any Employer subsidy as of 11:59 PST on the 20th of the month.

The Final Payroll Deduction Report shall mean the Initial Payroll Deduction Report as amended by Employer for that month.

1.3. PLAN DESIGN OPTIONS - PAY ME DIRECTLY
If selected on the Plan Application, Navia shall provide optional Pay Me Directly administration for some or all Qualified Transportation Benefits as defined in the Internal Revenue Code Section 132. The Pay Me Directly Plan shall mean an optional program whereby Navia issues reimbursements directly to Eligible Employees in the form of direct deposit or checks for Qualified Transportation Benefits.

2. RESPONSIBILITIES OF EMPLOYER

2.1. IMPLEMENTATION

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necessary for Navia to satisfy its obligations hereunder.

2.2. REPORTING Employer Shall:

2.2.1. Provide the Initial Eligibility File forty-five (45) days prior to the effective date of the Plan. Each month thereafter Employer shall provide the Changes Only File by the fifth (5th) of the month. If Employer fails to provide the Changes Only File by the fifth (5th) of the month Navia will use the current Eligible Employee data.

2.2.2. Send corrections and adjustments to the Initial Payroll Deduction Report (including newly ineligible employees) to [email protected] by noon PST of the second (2nd) Business Day after Navia sends the Initial Payroll Deduction Report. Verbal corrections and adjustments will not be accepted.

2.2.3. Report all new Eligible Employees, changes in Eligible Employee information, terminations, and leaves-of-absence, on the same day of such. Employer shall not terminate employees by exclusion from the Changes Only File. Any employee termination, leave-of- absence, and newly ineligible employees occurring between 11:59 PST on the 20th of the month and the second (2nd) Business Day after receiving the Initial Payroll Deduction Report shall be reported as provided in this section.

2.3. FUNDING

2.3.1. Employer shall authorize Navia to direct debit for amounts listed in the Final Payroll Deduction Report. Navia shall initiate direct debit of Employer’s checking or savings account on the third (3rd) Business Day after Navia sends the Initial Payroll Deduction Report.

CONSOLIDATED OMNIBUS BUDGET RECONCILIATION ACT OF 1985 (“COBRA”)

SCHEDULE

Employer has independently concluded that one or more of its plans that provide medical care (“Health Plans”) are subject to the provisions of the federal Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), as subsequently amended. Consequently, Employer is required to perform certain acts in order to comply with COBRA.

This Schedule is incorporated into and made a part of the Agreement. The responsibilities of the Parties set forth in this Schedule are in addition to any responsibilities set forth in the Agreement.

If there is a conflict between this Schedule and any other part of the Agreement with respect to the subject matter of this Schedule, the Schedule will control. In all other conflicts, the Agreement controls. Capitalized terms not otherwise defined herein are defined by COBRA or as set forth in the Agreement.

As part of the Services, Navia will provide COBRA-related administrative assistance (the “COBRA Administration”) for designated Health Plans communicated in writing to Navia and as more particularly described in this Schedule below.

1. RESPONSIBILITIES OF NAVIA

1.1. Navia shall implement the COBRA Administration subject to the Plan Application and the direction and approval of Employer

1.2. Navia will distribute its standard COBRA General Notice by first class mail or other permitted distribution method to the last known address of each Eligible Employee and, when required by applicable law, the spouse or dependent as soon as reasonably possible but no later Docusign Envelope ID: 4DB41C13-1C75-487C-BFAA-D84F101D97DA Item 7
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than fourteen (14) days after receiving the information necessary to complete and send a COBRA General Notice from Employer. Navia will distribute its standard COBRA Specific Rights Notice and COBRA Election Form by first class mail or other permitted distribution method to the last known address of the Qualified Beneficiary as soon as reasonably possible but no later than fourteen (14) days after receiving the information necessary to complete the COBRA Election Form from Employer, or where applicable, from the Qualified Beneficiary.

1.3. Navia has no obligation to resend any COBRA General Notices, COBRA Specific Rights Notice, COBRA Election Forms, late payment reminders, termination notifications, or any other form, document, or communication that is returned undeliverable.

1.4. If Navia receives notice from a Qualified Beneficiary that a qualifying event has occurred or a Qualified Beneficiary has been determined to be disabled by the Social Security Administration, and such Qualified Beneficiary is not eligible for COBRA for any reason, Navia will send a notice of ineligibility by first class mail as soon as reasonably possible but no later than fourteen (14) days after receiving notice from such Qualified Beneficiary.

1.5. Navia will process the COBRA Election Forms submitted by Qualified Beneficiaries in accordance with applicable law and Employer’s instructions. Employer is responsible for providing all information not otherwise required to be provided by the Qualified Beneficiary that Navia reasonably believes is necessary to process COBRA Election Forms.

1.6. Upon Employer’s written request, Navia will send an open enrollment materials and open enrollment election form to the last known address of the Qualified Beneficiary to the extent Employer has provided the information necessary to complete and distribute the open enrollment election form. Upon Employer’s written request, Navia will also process any mid-year changes in elections in accordance with Employer’s Health Plan Document and applicable law.

1.7. Navia will notify the Qualified Beneficiary of the COBRA premium and the applicable due dates, as determined by Employer and the applicable due dates. s

1.8. Navia will collect premiums from Qualified Beneficiaries (or third parties on behalf of Qualified Beneficiaries where applicable). All premiums collected by Navia in accordance with this Schedule will be deposited into a separate account for the use of paying premiums established for such purpose at a financial institution of Navia's choosing. Any interest generated on such account shall belong to Navia as reasonable compensation under this arrangement. Navia may use such funds for any legal purpose including, but not limited to, to offset any fees of the financial institution with respect to such account. To the extent that such interest (after deducting applicable fees) is not in excess of LIBOR plus 2-percent, Navia shall be entitled to retain such interest. Navia will return interest earned in excess of these permissible amounts to the Employer and the Employer agrees that it will use such amounts in accordance with applicable laws, including but not limited to ERISA when applicable. Premium payments collected by Navia shall at all times be the property of the Employer, and, notwithstanding any terms herein to the contrary, shall be held by Navia acting on behalf of the Employer, except that Navia shall be entitled to retain any interest earned on such payments as well as the 2% surcharge administrative fee paid by such COBRA QB. Navia will send to Employer all premiums collected in accordance with this Schedule, reduced by a 2% administration Fee, by the 20th day following the end of month in which the premiums were collected. Alternatively, Navia will Docusign Envelope ID: 4DB41C13-1C75-487C-BFAA-D84F101D97DA Item 7
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remit collected premiums to appropriate third parties as directed in the New Plan Setup or upon prior written amendment or prior written instruction from Employer. Navia is not responsible for paying the balance of the carrier invoice. Navia shall remit premiums collected but is not responsible for any failure of payment of carrier invoice for premiums not collected.

1.9. Navia will send a notice by first class mail to the last known address of the Qualified Beneficiary indicating that COBRA coverage is terminating or has terminated. The notice of termination will be sent as soon as reasonably possible but no later than a reasonable amount of time after COBRA coverage has ended.

1.10. Navia will provide responses to inquiries by providers and/or insurance Carriers regarding coverage status of Qualified Beneficiaries. All responses will be based solely on the information provided by Employer and maintained by Navia in accordance with this Schedule.

1.11. Navia will provide Employer with monthly remittance reports (an itemized status report of Qualified Beneficiaries). Employer is responsible for reviewing the report posted by Navia and notifying Navia of any errors of which it is aware within fourteen days of the report being posted. Navia is not responsible for any errors due the Employer’s failure to review reports within the required timeframe.

1.12. Navia has no responsibility for the payment or reimbursement of health care claims.

1.13. Navia may deposit all COBRA premiums it receives in a bank account from which Navia shall remit payments to the Employer as required or permitted under this Agreement. Navia will maintain an accounting of the premiums in the bank account that are allocable to the Employer, adjusted for the remittances and for the reduction for fees.

1.14. The scope of Navia’s Services as it relates COBRA includes Qualified Beneficiaries who are receiving COBRA coverage at the Effective Date of this Agreement, Qualified Beneficiaries in their election period that have already received a specific rights notice, Qualified Beneficiaries who have experienced a qualifying event in the thirty days prior to the Effective Date, as well as Qualified Beneficiaries who experience Qualifying Events on or after the Effective Date of this Agreement.

2. RESPONSIBILITIES OF EMPLOYER

2.1. Employer shall timely provide the Plan Application and any other information necessary for Navia to satisfy its obligations hereunder.

2.2. Employer shall notify all relevant Carriers that Navia is the COBRA administrator before the effective date of the COBRA Administration.

2.3. It is Employer’s sole responsibility to reconcile the Carrier invoice with the remittance report provided by Navia within thirty 30 days of receipt. Any errors resulting from the failure to do so will be the sole responsibility of Employer.

2.4. Employer will provide the required notice data to Navia within 30 days of the date of COBRA Qualifying Event that is due to:

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2.4.1. Divorce or legal separation.

2.4.2. Child reaching the limiting age.

2.4.3. Termination of an employee’s employment.

2.4.4. Reduction in an employee’s hours that results in a loss of coverage under the Health Plan.

2.4.5. Employee’s death; or

2.4.6. Employee’s entitlement to Medicare that results in a loss of coverage under the Health Plan for the employee’s spouse or dependent child.

2.4.7. Knowledge of second qualifying event, notice of disability determination and notice of change in disability status.

2.4.8. If Employer does not provide Navia the complete required notice data until after the 30 - day period expires, Navia will provide the Qualified Beneficiaries their Specific Rights Notice within fourteen (14) days after receiving the data, but subject to the following condition: if a Qualified Beneficiary timely elects COBRA, Employer will have sole responsibility (a) for any adverse consequences (including, for example, a Carrier’s refusal to provide coverage or a stop- loss insurer’s refusal to reimburse claims because the Carrier or insurer deems Employer to have provided untimely notice under COBRA) and
(b) for ensuring the availability of continuation coverage to the Qualified Beneficiary for the maximum coverage period under COBRA.

2.5. Employer will notify Navia, in writing, of the premium rates and will do so at least forty- five (45) days before their effective date. If Employer notifies Navia of new premium rates less than forty-five (45) days before their effective date, Navia may defer implementing the new premium rates to the first day of the first month that occurs more than forty-five (45) days after Employer’s notification to Navia. In the event Employer fails to timely report new premium rates to Navia, Employer shall be liable for any resulting consequences, including, but not limited to, funding any premium shortfall, reinstating coverage, or other negative consequence.

2.6. If the Carrier requires premium rate payment information within a specific timeframe, it is Employer’s responsibility to independently obtain the information from the Website and to provide it to the Carrier.

2.7. Employer will promptly notify Navia in writing when Employer becomes aware of address changes of its employees, their spouses, and/or dependent children who are receiving continuation coverage. Navia shall not be responsible for any consequences caused by Employer’s failure to promptly notify Navia up address changes.

2.8. Employer will promptly notify Navia in writing if it becomes aware that a Qualified Beneficiary who is receiving continuation coverage:

2.8.1. has become entitled to Medicare;

2.8.2. has become covered by another Employer’s group Health Plan;

2.8.3. has been determined to be disabled by the Social Security Administration;

2.8.4. has been determined to be no longer disabled by the Social Security Administration;

2.8.5. has become divorced or legally separated; or

2.8.6. no longer is a dependent child according to the terms of the Health Plan.

2.9. Employer will promptly notify Navia in writing when the Employer is no longer subject to COBRA.

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2.10. Employer has the responsibility to pay, or to cause to be paid, all excise taxes required under Internal Revenue Code section 4980B, as and when required, and to file, or to cause to be filed, IRS Form 8928, as and when required.

LIFESTYLE PLAN ADMINISTRATION SCHEDULE

Navia will assist Employer with Lifestyle Plan administration as more particularly described in this Schedule below.

1. RESPONSIBILITIES OF NAVIA

1.1. IMPLEMENTATION

1.1.1. Implement the Plan subject to the Plan Application and the direction and approval of Employer.

1.1.2. Prepare a Lifestyle Communication to Employer for review. A “Lifestyle Communication” shall mean a communication that describes the Plan Year, benefit amount, eligible expenses, claims process, Run-Out Period, and other necessary Plan design features as determined by Employer and communicated to Navia.

1.2. PLAN PROCESSING AND ADMINISTRATION Navia shall:

1.2.1. Provide claim reimbursements by check or direct deposit. Such claim reimbursements will be issued within two (2) Business Days after the later of: (1) the scheduled processing date; (2) the date Employer reconciles the Eligibility and Payroll Deduction Report (“EDR”) or submits an approved payroll report; or (3) the receipt of funds as required in the funding section.

1.2.2. Provide notification of availability of disbursement and year- to-date report to Employer on each reimbursement processing date.

2. RESPONSIBILITIES OF EMPLOYER

2.1. IMPLEMENTATION
It is the intention of Employer to timely provide the Plan Application and any other information reasonably necessary for Navia to satisfy its obligations hereunder.

2.2. PLAN COMPLIANCE

2.2.1. It is the intention of Employer to provide a Lifestyle Plan that is not subject to COBRA, HIPAA, or ERISA and that the benefit will be provided on a post-tax basis;

2.2.2. In the event Employer designs a Lifestyle Plan subject to COBRA, HIPAA, ERISA, Lifestyle rules, the ADA, and/or IRS Code section 105 then Employer will ensure compliance with such applicable laws, pay any applicable Fees, and file any required tax or governmental returns, including, but not limited to, the 5500 or any applicable schedules.

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EXHIBIT B

SCHEDULE OF PERFORMANCE

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

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

1. TPA Assigned Within 10 days

2. Employer welcome packet sent to City Within 10 days

3. Initial conference call scheduled Within 14 days

4. Initial conference call held 20 days after Begin Date

5. Rate information sent to Consultant 45 days prior to effect date of contract

6. Census date sent to Navia 40 days prior to effect date of contract

7. Carrier contact information sent to Navia 30 days prior to effect date of contract

8. Welcome letters sent to all pending
participants; welcome letters & coupons
sent to all enrolled
30 days prior to effect date of contract

9. Final census wit paid-through dates and
overpayments
15 days after effective date of contract

10. Payments of overpayments (advanced
premiums)
15 days after effective date of contract

11. COBRA team introduction/online
COBRA noticing
20 days after effective date of contract

12. COBRA online system training 45 days after effective date of contract

13. Monthly COBRA activity reports sent to
client
10th day of each month

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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.

.

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EXHIBIT C-1

SCHEDULE OF RATES

CONSULTANT’s schedule of rates is as follows:

COBRA:
$0.44 Per Employee Per Month
Estimate of 1200 employees

$5 per manual entry for COBRA
Estimate of 500 separations over the length of contract

Annual Fee: $250

Notices
$3 per notice. Estimate 100 notice over the length of contract

Commuter
$3 Per Participant Per Month
Monthly Minimum - $25.00
Estimate of 100 employees

FSA
$3.50 Per Participant Per Month
Estimate of 500 employees

Lifestyle Program
$2.20 Per Participant Per Month
Estimate 150 employees

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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

$1,000,000

$1,000,000

$1,000,000

$1,000,000

YES

AUTOMOBILE LIABILITY,

INCLUDING ALL OWNED, HIRED,

NON-OWNED

BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE

PROPERTY DAMAGE

BODILY INJURY AND PROPERTY

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

$1,000,000

$1,000,000

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

$1,000,000

$1,000,000

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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EXHIBIT E

BUSINESS ASSOCIATE AGREEMENT

This Exhibit is incorporated into and made part of the Agreement. The responsibilities of the Parties set forth in this Exhibit are in addition to any responsibilities set forth in the Agreement. If there is a conflict between this Exhibit and any other part of the Agreement with respect to the subject matter of this Exhibit, this Exhibit will control. In all other conflicts, the Agreement controls. This Exhibit is intended to comply with the Business Associate Agreement provisions set forth in 45 CFR §§ 164.314 and 164.504(e), and any other applicable provisions of 45 CFR parts 160 and 164, issued pursuant to the Health Insurance Portability and Accountability Act of 1996, Public Law 104-191 as amended, including by the Health Information Technology for Economic & Clinical Health Act of the American Recovery and Reinvestment Act of 2009 ('ARRA"), (collectively "HIPAA").

Navia recognizes that in the performance of Services under the Agreement it may have access to, create, and/or receive from the Benefit Plan(s) or on its behalf Protected Health Information ("PHI').

For purposes herein, PHI shall have the meaning given to such term in 45 CFR § 164.103, limited to the information created or received from the Benefit Plan(s) or on its behalf by Navia. Whenever used in this Exhibit A other capitalized terms shall have the respective meaning set forth below or in the Agreement, unless a different meaning shall be clearly required by the context. In addition, other capitalized terms used in this Exhibit A but not defined herein or in the Agreement, shall have the same meaning as those terms are defined under HIPAA. This Exhibit shall be automatically amended to incorporate changes by Congressional act or by regulations of the Secretary that affect Business Associate or Covered Entity’s obligations under this Exhibit.

1. Definitions

1.1. Breach. “Breach” shall have the same meaning as the term “breach” in 45 CFR 164.402.

1.2. Business Associate. “Business Associate” shall mean Navia Benefit Solutions, Inc. (“Navia”).

1.3. Covered Entity. “Covered Entity” shall mean the Benefit Plan(s).

1.4. Electronic Protected Health Information. “Electronic Protected Health Information” (“ePHI”) shall have the same meaning as the term “electronic Protected Health Information” in 45 CFR 160.103, limited to the information created, received, maintained, or transmitted by Business Associate on behalf of Covered Entity.

1.5. HHS. “HHS” shall mean the Department of Health and Human Services.

1.6. HIPAA. “HIPAA” shall mean the Health Insurance Portability and Accountability Act of 1996.

1.7. HITECH. “HITECH” shall mean the Health Information Technology for Economic and Clinical Health Act.

1.8. Individual. “Individual” shall have the same meaning as the term “individual” in 45 CFR 160.103 and shall include a person who qualifies as a personal representative in accordance with 45 CFR 164.502(g).

1.9. Privacy Rule. “Privacy Rule” shall mean the Standards for Privacy of Individually Identifiable Health Information at 45 CFR part 160 and part 164, subparts A and E.

1.10. Protected Health Information. “Protected Health Information” (“PHI”) shall have the same meaning as the term “protected health information” in 45 CFR 160.103, limited to the information created, received, maintained, or transmitted by Business Associate on behalf of Covered Entity.

1.11. Required by Law. “Required by Law” shall have the same meaning as the term “Required by Law” in 45 CFR 164.103.

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1.12. Secretary. “Secretary” shall mean the U.S. Secretary of the Department of Health and Human Services or his or her designee.

1.13. Security Incident. “Security Incident” shall have the same meaning as the term “security incident” in 45 CFR 164.304.

1.14. Security Rule. “Security Rule” shall mean the Security Standards and Implementation Specifications at 45 CFR Part 160 and Part 164, subparts A and C.

1.15. Standards for Electronic Transactions Rule. “Standards for Electronic Transactions Rule” means the final regulations issued by HHS concerning standard transactions and code sets under the Administration Simplification provisions of HIPAA, 45 CFR Part 160 and Part 162.

1.16. Subcontractor. “Subcontractor” shall have the same meaning as the term “subcontractor” in 45 CFR 160.103.

1.17. Unsecured Protected Health Information. “Unsecured Protected Health Information” shall have the same meaning given the term “unsecured protected health information” in 45 CFR 164.402.

2. Obligations and Activities of Business Associate

2.1. Business Associate agrees to not use or disclose PHI other than as permitted or required by this Agreement or as Required by Law.

2.2. Business Associate agrees to take reasonable efforts to limit its use and disclosure of, and requests for, PHI to the minimum necessary to accomplish the intended purpose of the use, disclosure, or request. The foregoing minimum necessary standard does not apply to: 1) disclosures or requests by a health care provider for treatment purposes; (2) disclosures to the Individual who is the subject of the information; (3) uses or disclosures made pursuant to an Individual’s authorization; (4) uses or disclosures required for compliance with HIPAA; (5) disclosures to HHS when disclosure of information is required under the Privacy Rule for enforcement purposes; (6) uses or disclosures that are required by other law.

2.3. Business Associate agrees to develop, implement, maintain, and use appropriate administrative, technical, and physical safeguards to protect the privacy of PHI and comply with applicable requirements under the Security Rule.

2.4. Business Associate shall notify Covered Entity of any Breach of Unsecured PHI of which it becomes aware. Such notice shall include, to the extent possible, the information listed in Section 2.6. A Breach shall be treated as discovered as of the first day on which such Breach is known, or by exercising reasonable diligence would have been known, to any person, other than the individual committing the Breach, who is an employee, officer, or other agent of Business Associate.

2.5. Notice shall be made without unreasonable delay and in no case later than sixty (60) calendar days after the discovery of a Breach by Business Associate.

2.6. Notice of a Breach shall include, to the extent possible the following:

2.6.1. Identification of each individual whose Unsecured PHI has been or is reasonably believed to have been accessed, acquired, used, or disclosed as a result of the breach.

2.6.2. A brief description of what happened, including the date of the Breach and the date of the discovery of the Breach, if known.

2.6.3. A description of the types of Unsecured PHI that were involved in the Breach (such as full name, Social Security number, date of birth, home address, or account number).

2.6.4. The steps Individuals should take to protect themselves from potential harm resulting from the Breach.

2.6.5. A brief description of any action taken to investigate the Breach, mitigate losses, and to protect against any further Breaches.

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2.6.6. Contact procedures for Individuals to ask questions or learn additional information, which shall include a toll-free telephone number, an e-mail address, web site, or postal address.

2.7. If a law enforcement official determines that a notification or notice would impede a criminal investigation or cause damage to national security, such notification, notice or posting shall be delayed in accordance with 45 CFR 164.412.

Upon Covered Entity’s request, Business Associate will provide notice of Breach to the Individual(s) affected and such notice shall include, to the extent possible, the information listed in 2.6., unless, upon occurrence of a Breach, Covered Entity requests to disseminate or Business Associate and Covered Entity agree that Covered Entity will disseminate the notice(s). Any notice provided by Covered Entity to the Individual(s) shall comply with the content requirements listed in section 2.6., as well as any requirements provided under HIPAA, HITECH, and other applicable government guidance. Any notice required to be provided to HHS will be provided by Covered Entity. Business Associate agrees to report to Covered Entity any Use or Disclosure of PHI not provided for by this Exhibit and/or any Security Incident of which it becomes aware, provided that notice is hereby deemed given for Unsuccessful Security Incidents and no further notice of such Unsuccessful Security Incidents shall be given. For purposes of this Section, “Unsuccessful Security Incidents” mean, without limitation, pings and other broadcast attacks on Business Associate’s firewall, port scans, unsuccessful log-on attempts, denial of service attacks, and any combination of the above, as long as no such incident results in unauthorized access, acquisition, Use, or Disclosure of Protected Health Information.

Notification(s) under this Section, if any, will be delivered to contacts identified by the Employer by any means Business Associate selects, including through e-mail.

Business Associate’s obligation to report under this Section is not and will not be construed as an acknowledgement by Business Associate of any fault or liability with respect to any Use, Disclosure, or Security Incident.

2.8. Business Associate shall require each of its subcontractors, agents, or brokers, that creates, receives, maintains, or transmits PHI on behalf of Covered Entity to enter into a written agreement with Business Associate that provides satisfactory assurances that the subcontractor will appropriately safeguard that information, including without limitation the subcontractor’s agreement to be bound by the same restrictions and conditions that apply to Business Associate with respect to such information.

2.9. Business Associate agrees to make internal practices, books, and records, including policies and procedures and PHI relating to the use and disclosure of PHI available to the Secretary, within ten (10) Business Days after receipt of written request or otherwise as designated by the Secretary for purposes of the Secretary determining Covered Entity’s compliance with the Privacy Rule

2.10. Business Associate agrees to document disclosures of PHI and information related to such disclosures as required for Covered Entity to respond to a written request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR 164.528. Business Associate will not be obligated to record disclosures of PHI or otherwise account for disclosures of PHI if neither Covered Entity nor Business Associate is required to account for such disclosures pursuant to the Privacy Rule.

2.11. Business Associate agrees to provide to Covered Entity or, upon Covered Entity’s request, to an Individual, within ten (10) Business Days after receipt of written request, information collected in accordance with Section 2.10 of this Exhibit, in order to permit Covered Entity to respond to a written request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR 164.528.

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and control of Business Associate in a Designated Record Set, to Covered Entity or, as directed by Covered Entity, to an Individual in order to meet the requirements under 45 CFR 164.524. If PHI is maintained in a Designated Record Set electronically, and an electronic copy of such PHI is requested, Business Associate will provide an electronic copy in the form and format requested if it is readily producible in such form and format. If it is not readily producible in such format, Business Associate will work with the Covered Entity or, at the Covered Entity’s request, the individual to determine an alternative form and format that enable Covered Entity to meet its electronic access obligations under 45 CFR 164.524.

2.13. Business Associate agrees to make any amendment(s) to PHI in a Designated Record Set in the custody or control of Business Associate within ten (10) Business Days after receiving written request from the Covered Entity or, upon Covered Entity’s request, as requested in writing by an Individual pursuant to 45 CFR 164.526.

2.14. In the event that Business Associate transmits or receives any Covered Electronic Transaction on behalf of the Covered Entity, it shall comply with all applicable provisions of the Standards for Electronic Transactions Rule to the extent Required by Law, and shall ensure that any subcontractors or agents that assist Business Associate in conducting Covered Electronic Transactions on behalf of the Covered Entity agree in writing to comply with the Standards for Electronic Transactions Rule to the extent Required by Law.

2.15. Business Associate shall not directly or indirectly receive payment in exchange for any PHI of an Individual unless Covered Entity or Business Associate received a valid authorization from the Individual, in accordance with 45 CFR 164.508, unless permitted under the HIPAA rules.

2.16. Business Associate shall not use PHI for marketing purposes without a valid authorization from the affected Individuals, unless such communication is permitted under the HIPAA rules

2.17. Business Associate shall not use or disclose genetic information for underwriting purposes in violation of the HIPAA rules.

3. Permitted Uses and Disclosures by Business Associate

3.1. Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to perform functions, activities, or services for, or on behalf of, Covered Entity related to the Administrative Services Agreement between Business Associate and Covered Entity.

3.2. Except as otherwise limited in this Agreement, Business Associate may disclose PHI for the proper management and administration of Business Associate, provided that such disclosures are Required by Law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and be used or further disclosed only as Required by Law or for the purpose for which it was disclosed to the person, and the person notifies Business Associate of any instance of which it is aware in which the confidentially of the information has been Breached.

3.3. Except as otherwise limited in this Agreement, Business Associate may use PHI to provide Data Aggregation services to Covered Entity as permitted by 45 CFR 164.504(e)(2)(i)(B).

3.4. Except as otherwise limited in this Agreement, Business Associate may use PHI for the proper management and administration of Business Associate or to carry out the legal responsibilities of Business Associate.

3.5. Business Associate may use PHI to report violations of law to appropriate Federal and State authorities, consistent with 164.502(j)(1).

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3.6. Except as expressly permitted by this Agreement, Business Associate shall not use or disclose PHI in any manner that would violate the requirements of the Privacy Rule if done by Covered Entity.

4. Obligations of Covered Entity and Employer

4.1. Covered Entity shall notify Business Associate of any limitation(s) in its notice of privacy practices of Covered Entity in accordance with 45 CFR 164.520, to the extent that such limitation may affect Business Associate’s use or disclosure of PHI.

4.2. Covered Entity shall notify Business Associate of any changes in, or revocation of, permission by Individual to use or disclose PHI, to the extent that such changes may affect Business Associate’s use or disclosure of PHI.

4.3. Covered Entity shall notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR 164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of PHI.

4.4. Employer acknowledges and agrees that Business Associate may disclose PHI in its possession to Employer’s workforce as necessary to administer the Plan(s). Employer shall timely notify Business Associate in writing or through Business Associate’s online portal of any terminations or changes of such employees.

5. Permissible Requests by Covered Entity

5.1. Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under the Privacy Rule if done by Covered Entity, except for uses or disclosures for the purposes of data aggregation, management, and administrative activities of Business Associate.

6. Miscellaneous

6.1. It is agreed that due to the manner in which PHI is retained and the retention requirements of the Internal Revenue Service, returning or destroying all of the PHI received from Covered Entity or created or received by Business Associate on behalf of Covered Entity, is infeasible. Therefore, Business Associate shall extend the protections of this Agreement to such PHI and shall limit further uses and disclosures of such PHI to those purposes that make the return or destruction infeasible, for so long as Business Associate maintains such PHI.

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EXHIBIT F
THE CALIFORNIA PRIVACY RIGHTS ACT OF 2020

SERVICE PROVIDER AGREEMENT

The Exhibit sets out Navia’s service provider obligations under the California Privacy Rights Act of 2020 (“CPRA”). Effective January 1, 2023, business must impose written contractual obligations on service providers that process certain personal information. This Exhibit shall be incorporated into and be made part of the Agreement only in the event Navia receives Personal Information from or on behalf of the Employer (hereinafter “Client”).

The responsibilities of the Parties set forth in this Exhibit are in addition to any responsibilities set forth in the Agreement. If there is a conflict between this Exhibit and any other part of the Agreement with respect to the subject matter of this Exhibit, this Exhibit will control. In all other conflicts, the Agreement controls.

This Exhibit governs how Navia processes Client Personal Information (as defined below) in connection with Navia’s services to Client. Navia agrees to process Client Personal Information according to the following provisions:

1. Definitions:

(a) “Business Purpose” means the use of Client Personal Information for Client’s and Navia’s operational purposes in connection with Navia’s services to Client that are consistent with the obligations under the CCPA, including:

i. Debugging to identify and repair errors that impair existing intended functionality; ii. Short-term, transient use;
iii. Performing services on behalf of Client, including maintaining or servicing benefits, providing customer service, processing or fulfilling transactions, verifying customer information, processing payments, providing analytic services, providing storage, or providing similar services on behalf of Client;
iv. Undertaking internal research; and
v. Undertaking activities to verify, maintain, and improve the quality of Client’s and/or Navia’s services.

(b) “Client Personal Information” means all personal information (as defined in the CCPA) that Navia collects or processes from or on behalf of Client in connection with providing services to Client. Client Personal Information does not include:

i. Medical information governed by the Confidentiality of Medical Information Act (Part

2.6 (commencing with Section 56) of Division 1); or
ii. Protected health information that is collected by a covered entity or business associate governed by the privacy, security, and breach notification rules issued by the United States Department of Health and Human Services, Parts 160 and 164 of Title 45 of the Code of Federal Regulations, established pursuant to the Health Insurance Portability and Accountability Act of 1996 (Public Law 104-191) and the Health Information Technology for Economic and Clinical Health Act (Public Law 111-5).

(c) “Navia Subprocessor” means any natural or legal person that assists Navia in processing Client Personal Information on behalf of Client.

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2. Disclosure Limited to Business Purposes. Client is disclosing, and Navia will process, Client Personal Information only for Business Purposes.

3. Navia Obligations:

(a) CCPA compliance. Navia will process Client Personal Information in compliance with the CCPA. Navia shall notify Client if Navia makes a determination that it can no longer meet its processing obligations under the CCPA.
(b) N
o sale or sharing . Navia will not “sell” or “share” (as defined under the CPRA) Client Personal Information.
(c) D irect business relationship . Navia will not retain, use, disclose or otherwise Process Client Personal Information outside of its direct business relationship with Client, except as expressly permitted by applicable law.
(d) N o other purposes. Navia will not retain, use, or disclose Client Personal Information for any commercial or other purpose other than Business Purposes, except as expressly permitted by applicable laws.
(e) N o personal information combinations . Navia will not combine Client Personal Information with personal information that Navia receives from, or on behalf of, other persons, or collects from its own interaction with a consumer, except as expressly permitted by applicable law. (f) S
ubprocessors. Navia shall bind Navia Subprocessors by written contracts that comply with applicable law. Navia may engage Navia Subprocessors and provide notice to Client upon Client’s written request.
(g) C onsumer rights requests . Navia will provide clients with commercially reasonable support to handle requests made by their employees pursuant to the CCPA. (h) S ecurity measures. Navia shall implement reasonable security procedures and practices appropriate to the nature of Client Personal Information to protect Client Personal Information from unauthorized or illegal access, destruction, use, or modification.

Facility Audit Rights: Navia also will provide you with support in the event you seek an inspection of our facilities, subject to reasonable time, place, and manner limitations and to your entering a reasonable written confidentiality agreement, and in exchange for a reasonable fee. All other audits will be performed in accordance with Section 15 (Audits) of this Agreement.

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Public Works
Meeting Date: December 2, 2024
Report #:2410-3609
TITLE
Approval of Professional Services Contract No. C25193007 with Watry Design, Inc. in the Amount of $2,403,592 to Provide Design, Environmental Review, and Construction Administration Services for the New Downtown Parking Garage, Capital Improvement Program Project (PE-15007); CEQA Status: Not a Project

RECOMMENDATION
Staff recommends that Council approve and authorize the City Manager or their designee to execute Contract No. C25193007 with Watry Design, Inc. for design, environmental review, and construction administration services for the New Downtown Parking Garage Capital Improvement Program project (PE-15007) for a term of three years and a total not-to-exceed amount of $2,403,592, including $2,185,084 for basic services and $218,508 for additional services.

BACKGROUND
The Downtown Parking Garage project was originally identified in the Council’s 2014 Infrastructure Plan (along with the California Avenue Garage).

The initial design and environmental review for a six-level garage on the surface parking lot at Hamilton Avenue and Waverley Street (Lot D) were prepared by Watry Design, Inc. (Watry) in 2017-18. The Council certified the Environmental Impact Review and approved the planning application for the project in February 2019 but elected to shelve the project in order to evaluate other parking management strategies and options1.

In December 2023, the Council directed Staff to resume work on the Downtown Parking Garage project in connection with the development of affordable housing on this site. 2

1 City Council, February 11, 2019; SR #9263
https://portal.laserfiche.com/Portal/DocView.aspx?id=101477&repo=r-704298fc 2 City Council, December 11, 2023; Item #8; SR #2309-2043 https://portal.laserfiche.com/Portal/DocView.aspx?id=69368&repo=r-704298fc Item 8
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ANALYSIS
Watry's extensive involvement in the Downtown Parking Garage project since 2016, along with their proven expertise in designing other City of Palo Alto parking structures, makes them the ideal choice for redeveloping and advancing the project's design. Watry has a deep understanding of local regulations and project needs, ensuring both cost and time efficiency.

Staff has emphasized the importance of leveraging Watry’s prior work to reduce costs and avoid delays, citing their familiarity with the project, design continuity, and established relationships with consultants. In November 2024, the City Manager approved an exemption to competitive solicitation for design services with Watry Design, Inc. under PAMC Section

2.30.360(b).

Watry Design, Inc. Scope of Services
The contract with Watry Design, Inc. (Attachment A) outlines their services including conceptual designs, schematic designs, revised environmental documents, design development packages, construction documents, and construction support for a new above-ground Downtown Parking Garage at the existing surface parking Lot D.

Watry will develop preliminary design options that include space for a future residential component to align with the City's housing development goals. The full design of the residential component is not included in their proposal and will be reserved for a future developer to design and construct.

Staff will present conceptual options to the Council for approval before proceeding with schematic design and environmental review. While an Environmental Impact Report was certified, staff anticipates an addendum will be necessary to update the environmental document. Watry will present the new garage to the Architectural Review Board (ARB), Planning and Transportation Commission (PTC), and City Council as needed during the schematic design and design development phases. Additionally, Watry will provide construction cost estimates at the completion of the schematic design, design development, and construction document phases.

FISCAL/RESOURCE IMPACT
Funding for this contract is available in the Fiscal Year 2025 Adopted Capital Budget for the New Downtown Parking Garage project (PE-15007). The project will require additional funding sources, such as bonds, to support the construction of the garage.

STAKEHOLDER ENGAGEMENT
Staff will engage stakeholders for feedback through the design development process.

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ENVIRONMENTAL REVIEW
Council action on this item is not a project as defined by the California Environmental Quality Act (CEQA) because the proposed contract is a preliminary agreement that does not constitute approval of the New Downtown Parking Garage project. The proposed contract includes additional environmental review of the Environmental Impact Report previously prepared for the Downtown Parking Garage certified by the Council on February 11, 2019, by adoption of Resolution No. 9818.3 That Environmental Impact Report will need to be revised based on City Council’s approval of the concept design and further schematic design development.

ATTACHMENTS
Attachment A: Watry Design Inc., Contract No. C25193007 APPROVED BY:

Brad Eggleston, Director Public Works/City Engineer
3 Resolution No. 9818, February 11, 2019
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CITY OF PALO ALTO CONTRACT NO. C25193007

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF PALO ALTO AND WATRY DESIGN, INC.

This Agreement for Professional Services (this “Agreement”) is entered into as of the 2nd day of December, 2024 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and WATRY DESIGN, INC., a California corporation, located at 2099 Gateway Place, Suite 550, San Jose, CA 95110 (“CONSULTANT”).

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

RECITALS

A. CITY intends to redevelop the Downtown Parking Garage (the “Project”) and desires to engage a consultant to provide Design Services for the New Downtown Parking Garage in connection with the Project (the “Services”, as detailed more fully in Exhibit A).

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

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

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

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

SECTION 2. TERM.

The term of this Agreement shall be from the effective date of this agreement through December 31, 2027 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.

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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 Million One Hundred Eighty-Five Thousand Eighty -Four Dollars ($2,185,084). The hourly schedule of rates, if applicable, is set out in Exhibit C -1, entitled “ SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.

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

In addition to the not-to-exceed compensation specified above, CITY has set aside the not- to-exceed compensation amount of Two Hundred Eighteen Thousand Five Hundred Eight Dollars ($218,508) for the performance of Additional Services (as defined below).

The total compensation for performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C , shall not exceed Two Million Four Hundred Three Thousand Five Hundred Ninety-Two Dollars ($2,403,592), as detailed in Exhibit C.

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

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

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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 under this A greement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances.

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

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

SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more , CONSULTANT shall make recommendations to CITY for aligning the P roject design with the budget, incorporate CITY Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8
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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 will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the parties.

SECTION 12. SUBCONTRACTING.

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

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

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o BKF – Civil Engineering
o Cornerstone - Geotechnical
o Donnelly Design – Graphics & Signage
o The Engineering Enterprise - Electrical
o Hayes Group – Design Architect
o List Engineering – M/P/FP
o Mack 5 – Cost Estimating
o Merrill Morris – Landscape Architect
o WSP - Environmental

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 Derek Beaudoin 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 Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s P roject 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 Gloria Yu , Public Works Department, Engineering Division, 250 Hamilton Avenue, Palo Alto, CA, 94301, Telephone: 650-329-2484. 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 and copyright interests developed under this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product available to any individual or organization without the prior written approval of the C ity Manager or designee. CONSULTANT makes no representation of the Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8
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suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services.

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

SECTION 16. INDEMNITY.

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

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

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

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

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

SECTION 18. INSURANCE.

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

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

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 pri mary 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.

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SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.

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

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

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

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

SECTION 20. NOTICES.

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.

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

SECTION 21. CONFLICT OF INTEREST.

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

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

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

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

SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.

22.1. As set forth in Palo Alto Municipal Code S ection 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, 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 AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with t he CITY’s Environmentally Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8
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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) h ours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060.

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

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

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

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

OR

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

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

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

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

OR

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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.

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.

28.3. 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.

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 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8
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and nothing contained in this Agreement grants or confers any rights to such Confidential Information on CONSULTANT.

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

SECTION 29. MISCELLANEOUS PROVISIONS.

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

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

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

29.6. 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.

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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. C25193007

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

WATRY DESIGN, INC.

Officer 1

By: ________________________________

Name: ______________________________

Title: _______________________________

Officer 2

By: ________________________________

Name: ______________________________

Title: _______________________________

Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 CEO
Jess McInerney, President
Director of Parking Design - Treasurer
David LoCoco, Treasurer
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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.

Task 1 Concept Design
CONSULTANT to present 3 options to PWE and once approved by PWE, to City Council for them to determine which option to move forward with into Schematic Design.

Watry – Architect / Structural

1.1 Attend virtual design review meetings with City staff – assume 12 total

1.2 Attend virtual meetings with design team – assume 12 total

1.3 Attend meetings with City staff and affordable housing developers – assume 2 total

1.4 Study (3) options for preliminary review with City staff and City Council:
• Base Option: “Waverley Residential”
• Option #1: “Maximum Parking” (no residential component) • Option #2: “Dogleg Residential”

1.5 For each option, perform a conceptual level Architectural Code Analysis, including exiting, travel distance, and openness.

1.6 For each option, prepare preliminary lateral analysis to determine seismic system requirements.

1.7 For each option, review cost estimates and provide necessary information to assist with pricing.

1.8 Deliverables will include (for each option):
• Parking Level Plans with stall layout and vertical circulation cores • Typical Level Framing Plan
• Exterior Elevations
• Building Cross Sections

mack5 – Cost Estimating

1.9 Prepare detailed cost estimate and update as necessary

1.10 Deliverables will include (for each option):
• Conceptual Design Cost Estimate

List Engineering – Mechanical, Plumbing, Fire Protection (M/P/FP)

1.11 Attend virtual meetings with design team – assume 12 total

1.12 Attend virtual meetings with City staff and affordable housing developers – assume 2 total

1.13 For each option, perform a conceptual level Mechanical Code Analysis.

1.14 For each option, review cost estimates and provide necessary information to assist with pricing.

1.15 Deliverables will include (for each option):

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• PDF Markup of Architectural Floor Plans denoting room allocations

BKF – Civil

1.16 Site visit to verify no substantial changes to existing conditions compared to the 2016 survey

1.17 Review and provide feedback on site constraints and opportunities on 3 options provided by the Architect

1.18 ARB permit support

1.19 Attend virtual meetings and coordinate with Design Team and City, not more than 30 hours

1.20 Deliverables will include (for each option):
• Existing Civil Site Plan
• Proposed Civil Site Plan

Merrill Morris – Landscape Architect

1.21 Attend virtual design review meetings with City staff – assume 1

1.22 Attend virtual meetings with design team – assume 6

1.23 Develop plans that conceptually indicate pavements, site furniture, and planting locations

1.24 Deliverables will include (for each option):
• Illustrative Plans, Elevations, and Sections

Hayes Group – Design Architect

1.25 Attend virtual design review meetings with City staff – assume 6 total

1.26 Attend virtual meetings with design team – assume 6 total

1.27 Attend meetings with City staff and affordable housing developers – assume 2 total

1.28 Review zoning and building code requirements relating to the three options.

1.29 Working from existing design drawings, develop unit yield studies and design concepts (up to 2 each) for the three options including elevator and stair requirements for the residential options. Options will be presented in 3 dimensional diagrams and drawings.

1.30 Review and coordinate project requirements with consultants for conceptual integration of systems.

1.31 Assist Watry Design with review of conceptual pricing prepared by others.

1.32 Prepare presentation for meeting with staff to review design, incorporate comments and feedback

1.33 Deliverables will include:
• City Council Presentation

Task 2 Schematic Design
CONSULTANT to present to Architectural Review Board (ARB).

Watry – Architect / Structural

2.1 Attend virtual design review meetings with City staff – assume 12 total

2.2 Attend virtual meetings with design team – assume 12 total

2.3 Attend ARB, Planning, and Transportation Council related meetings – assume 12 total

2.4 Prepare and maintain project design schedule

2.5 Perform preliminary openness calculations.

2.6 Coordinate with City staff and design architect to determine allowance for public art.

2.7 Develop preliminary ADA exiting and drainage coordination design.

2.8 Coordinate parking structure design with adjacent uses and overall site layout.

2.9 Prepare calculations to determine sizes of typical columns, slabs, beams, and footings.

2.10 Refine lateral analysis model to further develop the seismic force resisting system.

2.11 Provide structural criteria for the Geotechnical Engineer and collaborate with the Geotechnical Engineer to determine the most appropriate foundation system.

2.12 Develop outline specifications (Table of Contents listing specifications to be developed with responsibility matrix).

2.13 Review cost estimates and provide necessary information to assist with pricing.

2.14 Deliverables will include:
• Basis of Design (BOD) document: Letter will include design assumptions for the following elements:
parking geometrics, stair/elevator layout, façade intent, access and revenue control, parking guidance system., seismic system, gravity system, foundation system • Parking Level Plans with stall layout, ADA/EV parking, vertical circulation cores, etc. • Foundation Plan
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• Framing Plans
• Exterior Elevations
• Building Cross Sections
• Outline Specifications

Cornerstone – Geotechnical

2.15 Review the 2017 geotechnical report and perform supplemental engineering analysis to update recommendations per the 2022 CBC.

2.16 Attend virtual meetings with design team

2.17 Deliverables will include:
• Supplemental letter presenting supplemental recommendations

mack5 – Cost Estimating

2.18 Prepare detailed cost estimate and update as necessary

2.19 Deliverables will include:
• Schematic Design Cost Estimate

Donnelly – Graphics & Signage

2.20 Attend virtual meetings with design team – assume 3 total

2.21 Review plans to understand existing and planned conditions

2.22 Review cost estimates and provide necessary information to assist with pricing.

2.23 Develop schematic design concepts for primary garage identification including vertical circulation cores

2.24 Deliverables will include:
• Plans and Details
• Outline Specifications

List Engineering – M/P/FP

2.25 Attend virtual design review meetings with City staff – assume 2 total

2.26 Attend virtual meetings with design team – assume 12 total.

2.27 Prepare calculations to determine AC requirements, rain water drainage requirements and fire pump preliminary sizing.

2.28 Complete the Basis of Design report.

2.29 Develop outline specifications (Table of Contents listing specifications to be developed with responsibility matrix).

2.30 Review cost estimates and provide necessary information to assist with pricing.

2.31 Deliverables will include:
• Basis of Design (BOD) document
• M/P/FP Plans
• Outline Specifications

The Enterprise Engineering (TEE) - Electrical and Low Voltage Design

2.32 Attend virtual design review meetings with City staff – assume 2 total

2.33 Attend virtual meetings with design team – assume 12 total

2.34 Review the program requirements developed by the Owner and Architect for the development of the Schematic Design Package.

2.35 Prepare our own analysis of the electrical systems as related to the program requirements and offer recommendations.

2.36 Prepare conceptual design descriptions of alternative electrical systems that will reduce costs and/or improve performance.

2.37 Attend virtual meetings (same as item 2.1 above) with the design team and Owner to obtain and coordinate information related to the electrical systems and site utilities to develop the Schematic Design package. Two (2) meetings have been included in this proposal.

2.38 Contact utility companies to begin coordination of incoming services.

2.39 Review cost estimates and provide necessary information to assist with pricing

2.40 Deliverables will include:
• Basis of Design (BOD) document.

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• Power and Low Voltage Single Line Riser Diagrams.
• Electrical and Low Voltage Room sizing
• Outline Specifications

BKF – Civil

2.41 Attend virtual design review meetings with City staff – assume 6 total

2.42 Attend virtual meetings with design team – assume 12 total.

2.43 Review cost estimates and provide necessary information to assist with pricing.

2.44 Deliverables will include:
• Existing Conditions Plan
• Grading and Drainage Plan
• Utility Plan
• Stormwater Control Plan
• Basis of Design Document
• Outline Specifications

Merrill Morris – Landscape Architect

2.45 Attend virtual design review meetings with City staff – assume 1

2.46 Attend virtual meetings with design team – assume 4

2.47 Further develop plans that indicating pavement, site furniture, and planting locations

2.48 Review cost estimates and provide necessary information to assist with pricing

2.49 Deliverables will include:
• Basis of Design (BOD) Document
• Outline Specifications
• Planting, irrigation, paving and site material boards, and site plans

Hayes Group – Design Architect

2.50 Attend virtual design review meetings with City staff – assume 6

2.51 Attend virtual meetings with design team – assume 12

2.52 Attend ARB hearing to present the design – assume 2

2.53 Meet with City to confirm the one selected option and any necessary modifications coming out of the city council hearing.

2.54 Research design precedents and imagery for continued design and for presentation to City of Palo Alto.

2.55 Working from the original garage drawings, import building information into design software application for design studies. Design will be in either Sketchup or BIM model at our discretion. Prepare design studies based on the selected option including plans, elevations, building sections and 3D model that define the architectural concept identifying important aspects of design such as circulation, image, scale, proportions, form and preliminary materials, and colors for review with you.

2.56 Review zoning and building code regulations and confirm compliance design strategies.

2.57 Assist Watry Design in preparation of preliminary ARB planning application including drawings and applications and submit drawings through the online portal. This application can be limited to architectural drawings only.

2.58 Prepare for and attend, along with Watry Design, the DRC virtual meeting for review with city department and address city comments.

2.59 Prepare for and attend preliminary ARB hearing for presentation of the project.

2.60 Refine design based on ARB and staff comments and coordinate with Watry Design and consultants.

2.61 Review cost estimates and provide necessary information to assist with pricing

2.62 Deliverables will include:
• Assist Watry Design in preparing planning application for formal submittal. This application will include all consultant’s work. Prepare project description letter, photo realistic renderings, and materials board for submission. Fill out the Cal Green GB-1 form for planning application. One round of staff comments is included following formal submittal before application is deemed complete.

WSP – Environmental (Task 2A)

2.63 Attend virtual meetings with City staff and design team – assume 3 Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8
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2.64 Prepare CEQA project description

2.65 Prepare Draft Initial Study that will include an evaluation of the environmental resources contained in the CEQA Guidelines Environmental Checklist. This will include the following:
• discussion of existing conditions
• Identification, analysis, and evaluation of potential environmental impacts relative to those previously disclosed in the 2019 EIR
• Examination and recommendation of feasible mitigation measures to eliminate or minimize adverse environmental impacts

2.66 Deliverables will include:
• Initial Study for City of Palo Alto review and comment

Task 3 Design Development
ARB, Planning, and Transportation Council approval to be completed before beginning this phase.

Watry – Architect / Structural

3.1 Review comments received from City staff regarding Schematic Design submittal and come to agreement with City staff on how to close them out.

3.2 Coordinate with consultants as needed to develop designs for all building systems, including civil, structural, mechanical, plumbing, electrical, lights, fire protection, security, emergency communications, and all site improvements and landscaping.

3.3 Coordinate (along with Civil and Electrical Engineer) with underground utility companies, City departments including CPAU for new utilities and relocations.

3.4 Attend virtual design review meetings with City staff – assume 8 total

3.5 Attend design review meetings with Public Arts Commission – assume 2 total

3.6 Attend virtual meetings with design team – assume 8 total

3.7 Update project design schedule

3.8 Coordinate ADA path of travel with preliminary drainage design.

3.9 Coordinate entry/exits with adjacent landscape and civil design.

3.10 Coordinate roof level drains with storm water treatment locations on-site.

3.11 Finalize lateral analysis for seismic force resisting system.

3.12 Prepare calculations to determine sizes for non-typical framing members.

3.13 Develop project specifications and coordinate with design team.

3.14 Further coordination with City staff and design architect for public art allowance (i.e. identifying in the drawings placeholder for public art either on the façade or at-grade)

3.15 Review cost estimates and provide necessary information to assist with pricing.

3.16 Deliverables will include (50% and 100% DD):
• Parking Level Plans with stall layout, ADA/EV parking, vertical circulation cores, etc. • Enlarged Stair/Elevator Plans
• Enlarged Sections
• Exterior Elevations
• Building Cross Sections
• General Notes and General Details
• Foundation Plan
• Framing Plans
• Preliminary Specifications

mack5 – Cost Estimating

3.17 Prepare detailed cost estimate and update as necessary

3.18 Deliverables will include (50% and 100% DD):
• Design Development Cost Estimate

Donnelly – Graphics & Signage

3.19 Attend virtual meetings with design team – assume 3 total

3.20 Develop additional schematic design concept explorations of primary sign elements. These design approaches will be based on the following architectural approaches developed by Watry.

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3.21 Prepare preliminary programming, including wayfinding analysis drawings, sign location plans, and sign schedules.

3.22 Review cost estimate and provide necessary information to assist with pricing

3.23 Deliverables will include (50% and 100% DD):
• Plans and Details
• Preliminary Specifications

List Engineering – M/P/FP

3.24 Review comments received from City staff regarding Schematic Design submittal and come to agreement with City staff on how to close them out.

3.25 Attend virtual meetings with design team – assume 8 total

3.26 Attend virtual design review meetings with City staff – assume 4 total

3.27 Update project design schedule

3.28 Coordinate roof level drains with storm water treatment locations on-site.

3.29 Prepare AC and storm drainage calculations.

3.30 Develop project specifications and coordinate with design team.

3.31 Review cost estimates and provide necessary information to assist with pricing.

3.32 Deliverables will include (50% and 100% DD):
• M/P/FP Plans and riser diagrams
• General Notes and General Details
• Preliminary Specifications

TEE - Electrical and Low Voltage Design

3.33 Review comments received from City staff regarding Schematic Design submittal and come to agreement with City staff on how to close them out.

3.34 Attend virtual meetings with design team – assume 8 total

3.35 Attend virtual design review meetings with City staff – assume 4 total

3.36 Consult with inspection authorities to determine special code requirements.

3.37 Interface with other consultants to coordinate design of electrical systems with other building system requirements and/or features.

3.38 Obtain information from other consultants concerning electrical load requirements for equipment covered under their Divisions.

3.39 Coordinate space requirements with Architect for electrical and telecommunication rooms.

3.40 Layout electrical equipment to ensure that space allocated is sufficient.

3.41 Review lighting design requirements with the Architect and incorporate layout into our drawings.

3.42 Prepare an outline specification for electrical systems.

3.43 Preparation of preliminary, in-house calculations to verify Title 24 energy compliance (Title 24 documentation will not be issued as a part of the DD package).

3.44 Prepare drawings to include the following:

3.45 Site electrical plan.

3.46 Electrical room layout plans.

3.47 Review cost estimates and provide necessary information to assist with pricing

3.48 Deliverables will include (50% and 100% DD):
• Power and Low Voltage Plans
• Lighting Plans
• Electrical Schedules
• Power and Low Voltage Single Line diagrams
• Site Electrical Plan
• Enlarged Electrical Room Plans
• Preliminary Specifications

BKF – Civil

3.49 Review comments received from City staff regarding Schematic Design submittal and come to agreement with City staff on how to close them out.

3.50 Attend virtual meetings with design team – assume 8 total

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3.52 Review existing traffic signal system, including field visit and as-builts and recorded drawings, which BKF assume to be provided by the City. Will prepare preliminary traffic signal plan at the impacted locations identified during the previous ARB review: Hamilton Ave/Waverley St and Hamilton Ave/Gilman St. It is assumed the associated modifications and improvements are limited to areas immediately adjacent to the project frontage and the areas near and around the new controller cabinet located previously.

3.53 Review cost estimates and provide necessary information to assist with pricing

3.54 Work with design team, including Landscape Architect, to provide site improvements that will be in compliance with C.3 storm water treatment regulations.

3.55 Deliverables will include (50% and 100% DD):
• Existing Conditions Plan
• Demolition Plan
• Horizontal Control Plan
• Typical Street Cross Sections
• Site Grading & Drainage Plan
• Utility Plan
• Stormwater Control Plan
• Preliminary Traffic Signal Plan
• Preliminary Specifications

Merrill Morris – Landscape Architect

3.56 Review comments received from City staff regarding Schematic Design submittal and come to agreement with City staff on how to close them out.

3.57 Attend virtual meetings with design team – assume 8 total

3.58 Attend virtual design review meetings with City staff – assume 4 total

3.59 Further develop plans that indicating pavement, site furniture, and planting locations

3.60 Review cost estimates and provide necessary information to assist with pricing

3.61 Work with design team, including Civil Engineer, to provide site improvements that will be in compliance with C.3 storm water treatment regulations.

3.62 Deliverables will include (50% and 100% DD):
• Paving, Site Furniture, Planting and Irrigation Legends, Plans & Details • Preliminary Specifications
• Updated Arborist Report

Hayes Group – Design Architect

3.63 Review comments received from City staff regarding Schematic Design submittal and come to agreement with City staff on how to close them out.

3.64 Attend virtual meetings with design team – assume 8 total

3.65 Attend virtual design review meetings with City staff – assume 4 total

3.66 Coordinate critical exterior face design details and provide review of Watry Design’s exterior drawings.

3.67 Review cost estimates and provide necessary information to assist with pricing

3.68 Deliverables will include (50% and 100% DD):
• Bluebeam markups for coordination

WSP – Environmental (Task 2A)

3.69 Attend virtual meetings with City staff and design team – assume 2

3.70 Attend in person meetings with Planning and Transportation Commission hearings – assume 2

3.71 Attend in person meeting with City Council for certification of the EIR – assume 1

3.72 Prepare an Addendum to the 2019 EIR. This will include the following:
• Updated Mitigation Monitoring and Reporting Plan (MMRP) in a matrix format to ensure compliance with environmental commitments, including recording each mitigation commitment and identifying how each commitment will be met.
• Assist City in preparing all required notices (WDP assumes that City staff will be responsible for distribution of the Addendum, including submittal of the Notice of Determination (NOD) to the State Clearinghouse (WSP to file), local stakeholders and posting with the County Clerk, including payment of required fee’s.

3.73 Deliverables will include:

Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8
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Design Inc., Contract No.

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• Final IS / EIR Addendum / MMRP

Task 4 Construction Documents

Watry – Architect / Structural

4.1 Review comments received from City staff regarding Design Development submittal and come to agreement with City staff on how to close them out.

4.2 Attend virtual design review meetings with City staff – assume 12 total

4.3 Attend design review meetings with Public Arts commissions – assume 2 total

4.4 Attend virtual meetings with design team – assume 12 total

4.5 Update project design schedule

4.6 Validate solutions for parking structure design, such as: ramping, entries, parking space geometry, circulation, drive aisles, floor-to-floor height.

4.7 Finalize Architectural Code Analysis, including exiting, travel distance, and openness.

4.8 Finalize Foundation design coordination with Geotechnical requirements.

4.9 Designate on the Contract Documents all required Special Inspection and Testing

4.10 Review the effects of Secondary and Non-Structural elements on the Primary Structural system and design the Primary Structural System to accept and support such items.

4.11 Define all Delegated Design elements that are to be designed by Specialty Engineers.

4.12 Finalize structural calculations for the Primary Structural System to submit to the Governing Building Officials.

4.13 Finalize project specifications.

4.14 Finalize coordination with City staff and design architect for public art allowance.

4.15 Review cost estimates and provide necessary information to assist with pricing.

4.16 Deliverables will include:
• Project Notes
• Parking Level Plans with stall layout, ADA/EV parking, vertical circulation cores, etc. • Drainage Plans
• Foundation, Slab-on-Grade, and Framing Plans
• Exterior Elevations
• Building Cross Sections
• Enlarged Floor Plans and Enlarged Wall Sections
• Architectural and Structural Details
• Calculations
• Specifications

Cornerstone – Geotechnical

4.17 Attend virtual meetings with design team

4.18 Review drawings and specifications that are to be issued for Plan Check

4.19 Deliverables will include:
• Letter stating that the drawings issued for Plan Check are in conformance with the Geotechnical recommendations provided.

mack5 – Cost Estimating

4.20 Prepare detailed cost estimate and update as necessary

4.21 Deliverables will include:
• Construction Documents Cost Estimate

Donnelly – Graphics & Signage

4.22 Review comments received from City staff regarding Design Development submittal and come to agreement with City staff on how to close them out.

4.23 Attend virtual design review meetings with City staff – assume 2 total

4.24 Attend virtual meetings with design team – assume 3 total

4.25 Develop final construction drawings for all sign types, including complete dimensioning, notations, construction, placement, and layout details for the base building sign package.

4.26 Do final coordination with the architect.

4.27 Develop final construction specifications and sign schedule.

Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8
Attachment A - Watry
Design Inc., Contract No.

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4.28 Review cost estimates and provide necessary information to assist with pricing

4.29 Deliverables will include:
• Plans and Details
• Specifications

List Engineering – M/P/FP

4.30 Review comments received from City staff regarding Design Development submittal and come to agreement with City staff on how to close them out.

4.31 Attend virtual design review meetings with City staff – assume 2 total

4.32 Attend virtual meetings with design team – assume 12 total

4.33 Update project design schedule

4.34 Validate solutions for MPFP systems such as: AC requirements, fire pump room, sprinkler and standpipe layouts.

4.35 Finalize Mechanical, Plumbing and Fire Code Analysis.

4.36 Designate on the Contract Documents all required Special Inspection and Testing

4.37 Define all Delegated Design elements (fire protection).

4.38 Finalize project specifications.

4.39 Review cost estimates and provide necessary information to assist with pricing.

4.40 Deliverables will include:
• Project Notes
• M/P/FP plans and schedules
• Calculations
• Specifications

TEE - Electrical and Low Voltage Design

4.41 Review comments received from City staff regarding Design Development submittal and come to agreement with City staff on how to close them out.

4.42 Attend virtual design review meetings with City staff – assume 2 total

4.43 Attend virtual meetings with design team – assume 12 total

4.44 Final interface with other consultants to coordinate connection requirements.

4.45 Final coordination and verification of incoming service requirements with utility companies.

4.46 Prepare detailed construction specifications for electrical systems outlining materials and installation requirements.

4.47 Prepare Title 24 energy compliance documentation for electrical systems.

4.48 Review documents with inspection authorities as required.

4.49 Review cost estimates and provide necessary information to assist with pricing.

4.50 Deliverables will include:
• Power and Low Voltage Plans
• Lighting Plans
• Electrical Schedules
• Power and Low Voltage Single Line diagrams
• Site Electrical Plan
• Enlarged Electrical Room Plans
• Electrical and Low Voltage Details
• Title 24 Forms
• Specifications

BKF – Civil

4.51 Review comments received from City staff regarding Design Development submittal and come to agreement with City staff on how to close them out.

4.52 Attend virtual design review meetings with City staff – assume 2 total

4.53 Attend virtual meetings with design team – assume 12 total

4.54 Provide detailed design of traffic signal modifications

4.55 Calgreen support

4.56 Storm and sanitary sewer analysis to confirm sizing of laterals.

4.57 Review cost estimates and provide necessary information to assist with pricing Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8
Attachment A - Watry
Design Inc., Contract No.

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4.58 Deliverables will include:
• Specifications
• Calculations
• Stormwater O&M Exhibits
• Drawings for Grading/Building Permit (onsite)
o Notes & Legend
o Existing Conditions
o Demolition Plan
o Horizontal Control Plan
o Grading Plan (1)
o Utility Plan
o Fire Flow Requirements & Hydrant Plan
o Stormwater Control Plan
o Construction Details
o Sedimentation and Erosion Control Plan
• Drawings for Streetwork Permit (offsite)
o Civil Cover Sheet
o General Notes
o Public Works Engineering Services Standard Conditions o Existing Conditions Plan
o Demolition Plan
o Site Plan with Signage & Striping
o Grading & Drainage Plan
o Utility Plan & Lateral Profiles
o Erosion Control Plan& Details
o Best Management Practices
o Construction Details
o Traffic Signal Modification Plans

Merrill Morris – Landscape Architect

4.59 Review comments received from City staff regarding Design Development submittal and come to agreement with City staff on how to close them out.

4.60 Attend virtual design review meetings with City staff – assume 1 total

4.61 Attend virtual meetings with design team – assume 4 total

4.62 Further develop plans that indicating pavement, site furniture, and planting locations

4.63 Review cost estimates and provide necessary information to assist with pricing

4.64 Deliverables will include:
• Paving, Site Furniture, Planting and Irrigation Legends, Plans & Details • Specifications

Hayes Group – Design Architect

4.65 Review comments received from City staff regarding Design Development submittal and come to agreement with City staff on how to close them out.

4.66 Attend virtual meetings with design team – assume 2

4.67 Coordinate critical exterior face design details and provide review of Watry Design’s exterior drawings.

4.68 Review cost estimates and provide necessary information to assist with pricing

4.69 Deliverables will include:
• Bluebeam markups for coordination

Task 5 Permitting

CONSULTANT and All Sub-Consultants (Except Hayes, Mack 5 & WSP)

5.1 Attend virtual comment resolution meetings with City staff – assume 6 total

5.2 Attend virtual meetings with design team – assume 6 total

5.3 Review and respond to Governing Building Official’s comments. Watry will track and manage spreadsheet of plan check comments.

Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8
Attachment A - Watry
Design Inc., Contract No.

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5.4 Prepare final permit package for approval by the Governing Building Official.

5.5 In general, the design team will be responsible for obtaining all permits or approvals that are known at the time the services are rendered. Anticipated permits include City Buildings Department, California Regional Water Quality Control Board, Santa Clara Valley Water District, City Utilities, and City Fire Department.

Task 6 Bidding

CONSULTANT and All Sub-Consultants (Except Hayes, Mack 5 & WSP)

6.1 Attend virtual meetings with design team and City staff – assume 4 total

6.2 Assist in response to bidder’s inquiries.

6.3 Issue bid addendum’s that include a cover page generally describing large changes. Changes will be shown with clouds and deltas.

6.4 Review and assist with contractor interviews and bid review

Task 7 Construction Administration

Watry – Architecture, Structural

7.1 Virtually attend weekly Owner/Architect/Contractor meetings to review construction progress. Assumed number of meetings is 52.

7.2 Review and respond to contractor change order requests.

7.3 Review submittals (these will be noted in the specifications) pertaining to items designed by Watry such as shop drawings, product data, samples and other data. Assumed number of submittals is 100.

7.4 Review submittals pertaining to Pre-Engineered Structural Elements specified by Watry and designed by Specialty Engineers. Review of Pre-Engineered Structural Elements shall be for the type, position, and connection to other elements within the Primary Structural System, and for criteria and loads used for their design. Assumed number of submittals is 10.

7.5 Review inspection reports from City and Special Inspectors.

7.6 Review post-tensioning elongation reports prior to trimming and capping of post-tensioned cables.

7.7 Review and respond to contractor Requests for Information (RFIs).

7.8 Issue Architectural Supplemental Information (ASI) as needed in coordination with all consultants.

7.9 Visit the project at appropriate intervals during construction to become generally familiar with the progress and quality of the contractor’s work and to determine if the work is proceeding in general accordance with the Contract Documents prepared by Watry. Assumed number of structural teamsite visits is 12. Assumed number of architectural team site visits is 12. Field Report documenting the progress of the work and identifying any noted deficiencies will be issued after each site visit.

7.10 Review the construction and prepare punch list after completion of construction. Assume 2 site visits to resolve punch list items.

List Engineering – M/P/FP

7.11 Review submittals (these will be noted in the specifications) such as shop drawings, product data, and record “as-built” drawings.

7.12 Respond to field RFI’s and prepare clarification instructions as needed.

7.13 Attend construction coordination meetings on an as-needed/as-requested basis.

7.14 Visit site periodically to verify compliance with construction documents. We have included (3) trips to the site.

Field Report documenting the progress of the work and identifying any noted deficiencies will be issued after each site visit.

7.15 Review the construction and prepare punch list after completion of construction. Assume 2 site visits to resolve punch list items.

TEE - Electrical and Low Voltage Design

7.16 Review submittals (these will be noted in the specifications) such as shop drawings, product data, and record “as-built” drawings.

7.17 Respond to field RFI’s and prepare clarification instructions as needed.

7.18 Attend construction coordination meetings on an as-needed/as-requested basis.

7.19 Visit site periodically to verify compliance with construction documents. We have included (3) trips to the site.

7.20 Review the construction and prepare punch list after completion of construction. Assume 2 site visits to resolve punch list items.

BKF – Civil
Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8
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Design Inc., Contract No.

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7.21 Review submittals (these will be noted in the specifications) such as shop drawings, product data, and record “as-built” drawings.

7.22 Respond to field RFI’s and prepare clarification instructions as needed.

7.23 Visit site periodically to verify compliance with construction documents. We have included (8) trips to the site.

Field Report documenting the progress of the work and identifying any noted deficiencies will be issued after each site visit.

7.24 Review the construction and prepare punch list after completion of construction. Assume 2 site visits to resolve punch list items.

Merrill Morris – Landscape Architect

7.25 Review submittals (these will be noted in the specifications) such as shop drawings, product data, and record “as-built” drawings.

7.26 Respond to field RFI’s and prepare clarification instructions as needed.

7.27 Attend construction coordination meetings on an as-needed/as-requested basis.

7.28 Visit site periodically to verify compliance with construction documents. We have included (3) trips to the site.

Field Report documenting the progress of the work and identifying any noted deficiencies will be issued after each site visit.

7.29 Review the construction and prepare punch list after completion of construction. Assume 2 site visits to resolve punch list items.

Hayes Group – Design Architect

7.30 Review submittals (these will be noted in the specifications) such as shop drawings, product data, and record “as-built” drawings.

7.31 Respond to field RFI’s and prepare clarification instructions as needed.

7.32 Attend construction coordination meetings on an as-needed/as-requested basis.

7.33 Visit site periodically to verify compliance with construction documents. We have included (8) trips to the site.

Report documenting the progress of the work and identifying any noted deficiencies will be issued after each site visit.

7.34 Review the construction and prepare punch list after completion of construction. Assume 2 site visits to resolve punch list items.

Task 8 Project Closeout

Watry, BKF, Merrill Morris, List, TEE

8.1 Issue Record Drawings after receiving “As-Built” drawings from General Contractor. Drawings will be issued via pdf and Revit.

8.2 Visit the project with City staff before the warranty period expires (approximately 10 months) to review project status and advise City on warranty items that should be fixed.

Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8
Attachment A - Watry
Design Inc., Contract No.

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EXHIBIT A-1

PROFESSIONAL SERVICES TASK ORDER

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

CONTRACT NO.

OR PURCHASE ORDER REQUISITION NO. ( AS APPLICABLE)

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

2. CONSULTANT NAME:

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

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

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

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

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

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

APPROVED:

CITY OF PALO ALTO

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

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

APPROVED:

COMPANY NAME: ______________________

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8
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Design Inc., Contract No.

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EXHIBIT B

SCHEDULE OF PERFORMANCE

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

Milestones Completion
Number Weeks (as specified below) from NTP

1. Task 1 Concept Design 12 weeks

2. Task 2 Schematic Design 24 weeks

3. Task 2A Environmental Report 32 weeks

4. Task 3 Design Development 32 weeks

5. Task 4 Construction Documents 44 weeks

6. Task 5 Permitting 52 weeks

7. Task 6 Bidding 60 weeks

8. Task 7 Construction Administration 112 weeks

9. Task 8 Project Closeout 116 weeks

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

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

Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8
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Design Inc., Contract No.

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EXHIBIT C

COMPENSATION

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

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

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

BUDGET SCHEDULE

TASK NOT TO EXCEED AMOUNT
Task 1
(Concept Design)
$228,845.00
Task 2
(Schematic Design)
$348,106.00
Task 2A
(Environmental Report)
$39,127.00
Task 3
(Design Development)
$395,925.00
Task 4
(Construction Documents)
$519,695.00
Task 5
(Permitting)
$98,190.00
Task 6
(Bidding)
$41,206.00
Task 7
(Construction Administration)
$437,780.00
Task 8
(Project Closeout)
$56,210.00
Sub-total for Services $2,165,084.00
Reimbursable Expenses (if any) $20,000.00
Total for Services and Reimbursable Expenses $2,185,084.00 Additional Services (if any, per Section 4) $218,508.00 Maximum Total Compensation $2,403,592.00
Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8
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Design Inc., Contract No.

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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 reimbursable under this section , will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are noted below up to the not-to-exceed amount of: $20,000.00..

A. Reprographics
B. Postage and courier services (UPS/FedEx, etc.), US Mail fees C. Permit and Clerk-Recorder fees

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

Any expense anticipated to be more than $3,000 must be approved in writing in advance by the City’s Project Manager.

Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8
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Design Inc., Contract No.

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EXHIBIT C-1

SCHEDULE OF RATES

CONSULTANT’s schedule of rates is as follows:

Watry Architect
Labor Categories Hourly
Rate
Principal $350.00
Senior Project Manager $260.00
Project Manager $250.00
Assistant Project Manager $245.00
Job Captain $240.00
Staff Designer $210.00

Watry Structural
Labor Categories Hourly
Rate
Principal $360.00
Senior Project Manager $260.00
Project Manager $250.00
Assistant Project Manager $245.00
Job Captain $240.00
Staff Designer $210.00

SUB-CONSULTANT’s schedule of rates is as follows:

Hayes Group
Labor Categories Hourly
Rate
Principal $345.00
Associate Architect $225.00
Staff Designer $160.00
BKF
Labor Categories Hourly
Rate
Associate Principal $273.00
Project Manager $260.00
Engineering Manager $239.00
Project Engineer $195.00
Design Engineer $170.00
Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8
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Design Inc., Contract No.

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Merrill Morris
Labor Categories Hourly
Rate
Principle $264.00
Senior Landscape Architect/PM ll $183.15
Landscape Designer IV $127.05
List Engineering
Labor Categories Hourly
Rate
Principal $205.00
Sr Engineer $185.00
CAD $135.00
The Enterprise Engineering
Labor Categories Hourly
Rate
Principal $300.00
Associate $260.00
Senir Engineer/ Project Manager $250.00

Engineer/ Designer $230.00
Revit/ CAD Technician $190.00
Administrative Staff $145.00
Donnelly Design
Labor Categories Hourly
Rate
Principal $215.00
Project Manager & Design Lead $160.00
Staff Designer $125.00
Cornerstone
Labor Categories Hourly
Rate
Principle $265.00
Project Engineer $215.00
Staff Engineer $168.00
Mack 4
Labor Categories Hourly
Rate
Senior Cost Manager $219.00
MEP Cost Estimator $216.00

Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8
Attachment A - Watry
Design Inc., Contract No.

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WSP
Labor Categories Hourly
Rate
VP $276.01
Environmental Planner $118.73
Formatter/Production Editor $100.48
Asst. Environmental
Planner/Graphics/GIS $86.26

Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8
Attachment A - Watry
Design Inc., Contract No.

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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

$1,000,000

$1,000,000

$1,000,000

$1,000,000

YES

AUTOMOBILE LIABILITY,

INCLUDING ALL OWNED, HIRED,

NON-OWNED

BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE

PROPERTY DAMAGE

BODILY INJURY AND PROPERTY

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

$1,000,000

$1,000,000

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

$1,000,000

$1,000,000

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

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

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

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

B. CROSS LIABILITY

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

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

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

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

C. NOTICE OF CANCELLATION

1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION 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]

Docusign Envelope ID: 331B3819-AA08-49B8-AE34-14766003BDE1 Item 8
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Design Inc., Contract No.

C25193007​

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Community Services
Meeting Date: December 2, 2024
Report #:2407-3320
TITLE
Approval of Contract Amendment Number 1 to Contract Number C23186719 with CivicPlus, LLC in the amount of $48,265 for Additional Features and Security for Existing Recreation Management Software for a new not-to-exceed of $783,330; CEQA Status – Not a Project.

RECOMMENDATION
Staff recommends the City Council approve and authorize the City Manager or designee to execute Amendment No. 1 to Contract C23186719 (Attachment A), with CivicPlus, LLC for additional facility rental features and added cybersecurity with the Recreation Management software in an amount not to exceed $48,265 for Recreation Management Software. This amendment results in a revised total contract not-to-exceed amount of $783,330 through December 31, 2028.

BACKGROUND
The Community Services Department (CSD) uses the Recreation Management Software CivicPlus, LLC, formerly known as CivicRec, to process program registrations, facility rentals, field rentals, membership sales, ticket sales, and point of sale transactions throughout the department.

The current contract, approved on January 23, 2023 (CMR 2301-0764)1, with CivicPlus covers the term of January 1, 2023 through December 31, 2028, this includes $705,836 for basic services and $29,229 for the performance of additional services.

In September 2024, CSD initiated task order 1 to transition to a dedicated hosting platform for increased cyber-security and ease of access for our community during high usage times. This task order absorbed the $29,229 allocated for additional services. Dedicated hosting with CivicPlus is normally $20,000 per year, after negotiations with CivicPlus, staff was able to acquire dedicated hosting for $5,000 per year for the rest of our time utilizing the Recreation Management Platform.

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ANALYSIS
The current fee schedule reflects the industry average of service rates increasing at 5% per year. The City’s contract states that CivicPlus reserves the right to reevaluate our annual transaction volume and adjust our annual fees if we are surpassing our projected goals.1 This amendment addresses two operational cost factors: 1) the City has surpassed projected transaction and revenue goals, causing our current annual fees to be lower than the average of what we should be charged and 2) CivicPlus has increased our fees to 1.2% higher than the current contract rates. In addition, these two operational cost factors allow the City to have rates lower than new clients using the platform. CivicPlus, Recreation Management, has made additional enhancements to their system that the City has immediate access, including, but not limited to:
•An equipment rental feature to help manage inventory of items available to rent with or without a reservation of facilities (e.g., sporting equipment, tables, chairs, A/V equipment.)
•Addition of single sign-on (SS) services for all organizations using CivicPlus’ Recreation Management solution.
•Enhanced cybersecurity protections and hosting enhancements that leverage Amazon Web Services’ solutions to safeguard administrative and resident data from continually evolving cyber threats and digital extortionists.

When CivicPlus presented the City with the cost increase, staff conducted a market survey by meeting with a variety of service providers to compare cost, discuss features and functionality of the alternatives, and the City’s required functionalities of a new system. At this time, no alternatives were identified that could support all CSD’s current needs that would result in minimal service disruption. As a result, an exemption to competitive solicitation pursuant to Palo Alto Municipal Code section 2.30.360(b2) was approved by the City Manager.

FISCAL/RESOURCE IMPACT
The contract with CivicPlus provides the authority for the contractor to increase fees given certain conditions outlined above. CivicPlus has accordingly increased our fees by 1.2% each fiscal year. This increase is only reflected for the annual fee, the dedicated hosting fees will remain at $5,000. With this 1.2% increase we are also acquiring a new equipment rental feature and increased cyber security. Funding for this contract is available in the Fiscal Year 2025 Adopted Operating Budget approved by City Council on June 17, 2024. Funding for future years is subject to City Council approval through the annual budget process. 1 City Council, January 23, 2023; Agenda Item #10; SR #23-1098, https://portal.laserfiche.com/Portal/DocView.aspx?id=59275&repo=r-704298fc&searchid=9581dd66-dae0-406e- 919d-2ddd39c739bc
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Table # 1 CivicPlus Annual Fee Breakdown
Fiscal Year
Original
Contract
Annual Fee
Amended
Annual Fee
Dedicated
Hosting Fee Contingency
Cost
Increase/
Fiscal Year**
Total per
Fiscal
Year
FY23 Jan 1-
June 30* $50,378 PAID N/A - - $50,378
FY24 $105,793 PAID N/A - - $105,793
FY25 $111,082 $111,082 $4,290 $5,000 $9,290 $120,372
FY26 $116,636 $124,802 $5,000 $5,000 $18,166 $134,802
FY27 $122,469 $131,042 $5,000 $5,000 $18,573 $141,042
FY28 $128,591 $137,594 $5,000 $5,000 $19,003 $147,594
FY29 July 1-
Dec 31* $70,887 $75,849 $2,500 $5,000 $12,462 $83,349
TOTALS: $77,494 $783,330
*Prorated for partial year.
**Cost increase per fiscal year does not reflect contingency funds from the original contract being utilized.

STAKEHOLDER ENGAGEMENT
Staff worked closely with the contractor and the Purchasing Division during the development of this contract amendment.

ENVIRONMENTAL REVIEW
This contract for software does not constitute a Project as defined by the California Environmental Quality Act (CEQA).

ATTACHMENTS
Attachment A: Contract with CivicPlus, LLC; C23186719, Amendment No. 1 APPROVED BY:

Kristen O'Kane, Community Services Director
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AMENDMENT NO. 1 TO CONTRACT NO. C23186719

BETWEEN THE CITY OF PALO ALTO AND

CIVICPLUS, LLC

This Amendment No. 1 (this “Amendment”) to Contract No. C23186719 (the “Contract” as defined below) is entered into as of October 21, 2024, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and CIVICPLUS, LLC , a Kansas Limited Liability Company , located at 302 S. 4 th Street, Suite 500, Manhattan, Kansas, 66502 (“CONSULTANT”). CITY and CONSULTANT ar e 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 support for CivicRec Recreation Management Software , as detailed therein.

B. The Parties now wish to amend the Contract in order to (1) added platform hosting to scope, and (2) increase compensation by and additional Forty -Eight Thousand Two Hundred Sixty-Five Dollars ($48,265) from Seven Hundred Thirty -Five Thousand Sixty-Five Dollars ($735,065.00) to Seven Hundred Eighty-Three Thousand T hree Hundred Thirty Dollars ($783,330.00), 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:

a. Contract. The term “Contract” shall mean C ontract No. C23186719 between CONSULTANT and CITY, dated January 26, 2023,

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

SECTION 2. Section 4 entitled “NOT TO EXCEED COMPENSATION” of the Contract is hereby amended to read as follows:

The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Seven Hundred Fifty-Eight Thousand, Three Hundred Thirty Dollars ($758,330).

The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF Docusign Envelope ID: 2DD789D4-F691-41FC-8367-82714D7C294C Item 9
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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 Twenty-Five Thousand Dollars ($25,000) for the performance of Additional Services (as defined below). The total compensation for performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C, shall not exceed Seven Hundred Eighty-Three Thousand, Three Hundred Thirty-Three Dollars ($783,330), as detailed in Exhibit C.

“Additional Services” means any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit A. CITY may elect to, but is not required to, authorize Additional Services up to the maximum amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section. Additional Services, if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1, entitled “PROFESSIONAL SERVICES TASK ORDER”.

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

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

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

Docusign Envelope ID: 2DD789D4-F691-41FC-8367-82714D7C294C Item 9
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SECTION 3. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/ are hereby incorporated in full into this Amendment and into the Contract by this reference:

a. Exhibit “A” entitled “ SCOPE OF SERVICES ”, AMENDED, REPLACES PREVIOUS.

b. Exhibit “C -1” e ntitled “SCHEDULE OF RATES ”, AMENDED, REPLACES PREVIOUS.

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

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

(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)

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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

CIVICPLUS, LLC

Officer 1

By:

Name: Amy Vikander

Title:

Officer 2

By:

Name: Cole Cheever

Title:

Attachments:

Exhibit “A” entitled “SCOPE OF SERVICES”, AMENDED, REPLACES PREVIOUS.

Exhibit “C-1” entitled “SCHEDULE OF RATES”, AMENDED, REPLACES PREVIOUS.

Docusign Envelope ID: 2DD789D4-F691-41FC-8367-82714D7C294C Sr. VP of Customer Success
Senior Vice President of Operations
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EXHIBIT A
SCOPE OF SERVICES, AMENDMENT NO.1
(AMENDED, REPLACES PREVIOUS)

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

Annual services, including but not limited to hosting, support and maintenance services for the Recreation Management Software System that was implemented by CONSULTANT in August 2019.

1. Recreation Management Software Licensing

2. Software Maintenance Including Service Patches and System Enhancements

3. 24/7 Technical Support and Access to the CivicPlus Community

4. Dedicated Client Success Manager

5. Training
Overview
CONSULTANT agrees to provide a Recreation Management Software System (RMSS) that meets the current and future needs of CITY’s Community Services Department. This shall be a RMSS that is commercially available and requires minimal customization to meet the CITY’s needs.

CONSULTANT shall provide a fully hosted (web) solution with minimal local client (PC) software install which provides staff and customers the greatest flexibility in accessing the software. The product shall provide a secured Data Center that separates credit card information from the CITY’s network and overall makes Payment Card Industry (PCI) compliance less costly for the CITY.

The software solution will enable the CITY to provide excellent customer service both in person and online for its main business activities including, but not limited to, daily recreation program administration and registration, facility and field reservations, memberships, payment processing and reporting. In addition, the system will provide for efficient and effective business processes and management tools to assist in program administration. Overall ease of use, including robust data management and reporting capabilities, is critical. The Department wants to automate and incorporate as many processes as possible.

The software solution must include the ability to create custom catalog and brochures based on program and activity data. The ideal software will provide an online catalog and brochure builder that facilitates custom page layouts based on program and activity data, and have the ability to style, publish and print activity brochures, export data into Adobe InDesign software, and will be adaptive to the changing needs of the organization and its customers. The CONSULTANT will provide implementation, project management, technical installation expertise and on-site training to help speed employee and public acceptance and usage of the system.

The CONSULTANT will coordinate with the CITY to implement the proposed Project Schedule.

CONSULTANT shall offer a coordinated approach and will specify the type and level of support anticipated from CITY staff. Part of the project implementation will include weekly, written status reports, in electronic format, by the vendor’s project manager at a mutually agreed upon Docusign Envelope ID: 2DD789D4-F691-41FC-8367-82714D7C294C Item 9
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time after contract award or verbally whenever requested by CITY’s project lead. These status reports will recap work done and bring attention to anything that may cause a delay in completing implementation.

Software Components
The RMSS must be user friendly and must be able to manage the creation, operation, billing and management of a wide variety of recreational programs and rental facilities operated by the CITY and offered to its residents. The features required are listed in Exhibit A-2 of this Agreement.

For the purposes of obtaining merchant account services through CP Pay, CITY may utilize the designated merchant account for CivicRec through an integrated partnership with Elavon Converge (“CP Pay Merchant”). In the event CITY chooses CP Pay Merchant, CITY will enter into a merchant account agreement with Elavon Converge. Such agreement’s terms and conditions will solely ensure to the benefit and obligation of CITY; CONSULTANT shall not be a party to such agreement. In the event CITY chooses CP Pay Merchant, CONSULTANT will facilitate CITY and CP Pay Merchant communication for contracting purposes and shall integrate the CP Pay Merchant account processor at no charge to CITY. CITY agrees to comply with all terms and conditions of the resulting merchant account agreement and pay all fees required to maintain the services. If CITY desires to use an integrated merchant account processor gateway besides the designated CP Pay Merchant, an integration fee will be included in CITY’s implementation fees. CITY agrees to comply with all terms and conditions of the resulting merchant account agreement and pay all fees required to maintain the services. CITY acknowledges that the fees set forth in this SOW do not include any transaction, processing or other fees imposed by CITY’s merchant account processor. CITY is fully responsible for their relationship with their selected processor. In no event will CONSULTANT: (i) take part in negotiations, (ii) pay any fees incumbent on the CITY or merchant account, or (iii) acquire any liability for the performance of services of any chosen merchant account processor, including CP Pay Merchant. CITY acknowledges switching to a different merchant account processor after signing this Agreement may incur additional fees and require a written and signed modification to this Agreement. CITY shall continue to be responsible for negotiating and executing any merchant account agreement as described herein for any additional merchant account processor changes.

When CITY uses CP Pay, then CITY may take online credit card payments for certain services or products they provide via the CITY websites supported by CONSULTANT. As such, through CP Pay, CONSULTANT facilitates an automated process for redirecting credit card payments to CITY’s chosen payment gateways / merchant account processors. For card payments, CONSULTANT will redirect any payments processing to the CITY’s merchant account processor gateway, and the merchant account processor gateway presents the payment form page and processes the card payment. CONSULTANT does not transmit, process or store cardholder data and does not present the payment form. CONSULTANT implements and maintains PCI compliant controls for the system components and applications that provide the redirection services only. CITY understands and agrees that CONSULTANT is not liable for any failure of service or breach of security by any merchant account processor gateway provider selected by CITY, whether such provider is an Integrated Partner or not.

Technical and Customer Support
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CONSULTANT will provide the CITY will a dedicated Client Success Manager to help implement the tools needed to successfully meet the level of community engagement that the CITY desires. Upon Go Live, CITY will have a dedicated Client Success Manager to provide further information on how to utilize the tools in the CITY’s new CONSULTANT system. The client success manager will help keep CITY apprised of new CivicPlus products and optimize the RMS.

CONSULTANT will also provide 24/7 access to the CONSULTANT online Help Center where users can review articles, user guides, FAQs, and can get tips on best practices. The Help Center also provides our release notes to keep customers in the loop on upcoming enhancements and maintenance. The Community Forum allows customers to interact with each other, send CivicPlus feedback and suggestions for future system enhancements, and view trending topics among members - along with other functional and engaging features and capabilities.

CONSULTANT will also provide maintenance and technical support with the following parameters:

Data Security
CONSULTANT shall utilize industry standards, insurance requirements, and PCI requirements to ensure that CONSULTANT is only accessed in the manner it’s intended to be accessed and by people who are authorized to do so. Methods include:
• Physical security data centers: Netsolace (Tier II), Digital Reality (Tier III), and Rackspace (Tier III)
• Server firewalls
• Anti-virus scanning
• IP logging and filtering
• Application security monitoring
• Single Sign-On (SSO) for communities using CivicPlus’ Recreation Management solution
All data centers provide a network operation center with 24/7/365 monitoring of the data center environment, system availability, and performance. The data centers are SSAE 16 compliant. CONSULTANT shall have policies and procedures in place to ensure continuity and disaster recovery. CONSULTANT shall utilize local, replicated servers to ensure that copies of data, software, and files are always available and up to date. These servers can be rolled over in the event of hardware failure or other local issues. In addition, shall have a process that encrypts backups once each day and sends them off site for purposes of disaster recovery. This process shall ensure that they can reconstitute the entire product and underlying data structure with limited downtime and loss of data.

CP Pay shall maintain a secure, Level 1 PCI DSS certified payment gateway integrated within the CivicPlus Platform that CITY can use within any CivicPlus solution or third-party product. In Docusign Envelope ID: 2DD789D4-F691-41FC-8367-82714D7C294C Item 9
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addition, CONSULTANT shall follow the requirements of Exhibits E (“Information Privacy Policy) and F (“Vendor Cybersecurity Terms & Conditions”) to this Agreement.

Platform Hosting:

CONSULTANT shall transition CITY to Enterprise Upgrade which will provide the following:
• AWS hosting
• Fully customized Web Application Firewall (WAF), customized for our application
• OWASP ModSecurity Core Rule Set (protection against the top 10 vulnerabilities identified by the Open Web Application Security Project (OWASP), such as SQL injection (SQLi) and cross-site scripting (XSS) attacks • User Agent Blocking
• Block or challenge visitors by IP address, autonomous system number (ASN) or country code
• Reputation-based threat protection and collective intelligence (CI) to identify new threats
• FedRAMP, PCI, DSS, NIST, DIACAP, SOC, and FISMA compliant IT infrastructure • Reverse Proxy Server
• Dedicated domain name
• SSL for dedicated domain
• DDoS attack protection and migration
• Server-side Caching
• Regional Content Delivery Network
• 2hr guaranteed recovery TIME objective (RTO)
• 1hr guaranteed recovery POINT objective (RPO)

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EXHIBIT C-1
SCHEDULE OF RATES, AMENDMENT NO.1
(AMENDED, REPLACES PREVIOUS)

Fiscal Year Annual Fee Dedicated
Hosting Fee
Contingency
$5,000/year
Total/fiscal year
FY23 (1/1/23-
6/30/23)
PAID N/A - $50,378
FY24 (7/1/23-
6/30/24)
PAID N/A - $105,793
FY25 (7/1/24-
6/30/25)
$111,082 *$4,290
*prorated for
partial year
$5,000 $120,372

FY26* (7/1/25-
6/30/26)
$124,802 $5,000 $5,000 $134,802
FY27* (7/1/26-
6/30/27)
$131,042 $5,000 $5,000 $141,042
FY28*(7/1/27-
6/30/28)
$137,594 $5,000 $5,000 $147,594
FY29 (7/1/28-
12/31/28)*
$75,849 *$2,500
*prorated for
partial year
$5,000 $83,349
Sub-total for
Services
$758,330
Additional
Contingency
$25,000
Maximum Total
Compensation:
$783,330

CONSULTANT reserves the right to reassess the historical data and transaction volume annually to ensure that the Annual Service Fees accurately reflects the transaction volume processed in the prior year. Should transaction volume no longer reflect the annual fees listed here, the parties shall meet and confer over any fee adjustments, which will be subject to mutual agreement and written amendment of this Agreement.

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2. (Optional Additional Services) Enhanced implementation costs for automated exports from Activenet to CONSULTANT which shall only be charged if requested by City in writing, per section 4, Additional Services may include, and shall be quoted upon request:

11. Memberships export

12. User Credits export

13. Facilities export

14. Activities export

15. Custom financial extracts
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Certificate Of Completion
Envelope Id: 2DD789D4F69141FC836782714D7C294C
Status: Completed
Subject: Complete with Docusign: FINAL DRAFT C23186719 Amend No. 1.pdf Source Envelope:

Document Pages: 10
Signatures: 2
Envelope Originator:

Certificate Pages: 2
Initials: 0
Alice Harrison
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
[email protected]
IP Address: 71.204.184.225
Record Tracking
Status: Original
10/3/2024 11:01:23 AM
Holder: Alice Harrison
[email protected]
Location: DocuSign
Security Appliance Status: Connected
Pool: StateLocal
Storage Appliance Status: Connected
Pool: City of Palo Alto
Location: DocuSign
Signer Events
Signature
Timestamp
Amy Vikander
[email protected]
Sr. VP of Customer Success
CivicPlus,LLC
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 64.6.123.178
Sent: 10/3/2024 11:04:08 AM
Resent: 10/16/2024 1:04:43 PM
Resent: 10/17/2024 5:06:41 PM
Viewed: 10/18/2024 5:52:18 AM
Signed: 10/18/2024 6:09:49 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Cole Cheever
[email protected]
Senior Vice President of Operations
Security Level: Email, Account Authentication
(None)

Signature Adoption: Pre-selected Style
Using IP Address: 174.210.169.87
Signed using mobile
Sent: 10/18/2024 6:09:50 AM
Viewed: 10/18/2024 6:12:56 AM
Signed: 10/18/2024 6:13:18 AM
Electronic Record and Signature Disclosure:

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Timestamp
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Status
Timestamp
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Status
Timestamp
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Status
Timestamp
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Status
Timestamp
Cayla Koga
[email protected]
Administrative Assistant
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 10/18/2024 6:13:20 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
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Carbon Copy Events
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Thomas Trapp
[email protected]
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Sent: 10/18/2024 6:13:21 AM
Electronic Record and Signature Disclosure:

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10/3/2024 11:04:08 AM
Envelope Updated
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Item 9
Attachment A - Contract
with CivicPlus, LLC;
C23186719, Amendment
No. 1

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Public Works
Meeting Date: December 2, 2024
Report #:2410-3623
TITLE
Approval of Amendment No. 1 to Contract No. C22182372 with CSW/Stuber-Stroeh Engineering Group Inc. in the Amount of $25,000 for a total not to exceed amount of $189,852 and Extend the Contract Term for the University Avenue Streetscape Update Project (PE-21004); CEQA status – Not a Project

RECOMMENDATION
Staff recommends that Council approve and authorize the City Manager or their designee to execute Amendment No. 1 to Contract No. C22182372 with CSW/Stuber-Stroeh Engineering Group Inc. for Additional Outreach and Concepts Design Refinements in an amount not-to- exceed $25,000 and extend the term of the contract through December 31, 2027. This amendment results in a revised total contract not-to-exceed amount of $189,852.

BACKGROUND
University Avenue is a two-travel lane street that provides access from Highway 101 through the downtown area and continues to Stanford University. Covid-19 had significant economic implications on downtown environments throughout the country, including University Avenue. To support local businesses and community, the City closed portions of University Avenue to vehicular traffic in spring 2020 through the “Uplift Local” program, enabling outdoor dining and enhancing retail experiences. The street was re-opened to vehicular traffic in fall 2021. On March 1, 2021, Council approved the University Avenue Streetscape Update project (PE-21004)1 as part of the workplan for Community and Economic Recovery2, allocating $150,000 for this purpose.

On September 13, 2021, Council directed staff to proceed with the University Avenue 1 City Council, March 1, 2021; Agenda Item # 8; SR #11872 https://portal.laserfiche.com/Portal/DocView.aspx?id=68403&repo=r-704298fc 2 City Council, January 19, 2021; Agenda Item # 4; SR #11877 https://portal.laserfiche.com/Portal/DocView.aspx?id=68402&repo=r-704298fc&searchid=619208bc-e2d3-4627- a2a8-1588ced89b28
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Streetscape Design Formal Request for Proposals3 and on February 28, 2022, Council approved a contract4 with CSW/Stuber-Stroeh Engineering (CSWST2) for design and construction administration services for the University Avenue Streetscape project. This project uses a phased approach with Phase 1 focusing on site analysis, preliminary environmental studies, and public outreach to develop a community preferred concept plan, cost estimates, and funding and assessment planning. At the time of contract award to CSWST2, Council approved funding for Phase 1 services only. Future phases including Phase 2: Preliminary Design and Environmental Assessment; Phase 3: Final Design, Construction Documents, and Bid Support; and Phase 4: Construction Administration Services, would be authorized through a contract amendment upon Council approval of a preferred concept plan.

On December 18, 20235, staff presented a feasibility report to Council concluding Phase 1 services with three primary streetscape options and a preferred streetscape concept plan based upon community and stakeholder outreach to that point. Council did not approve any of the options and directed staff to return to Council with the following items:

1. Draft additional alternatives that would include one option with the current parklet plan and that sidewalks should be variable or outdoor dining space comparable to the current parklet plan.

2. Consider moving bikes to Hamilton and Lytton and/or shrinking the travel lane.

3. Alternatives should cover a range of costs.

4. Direct staff to present options to the Retail Ad Hoc Committee and come back to Council with interim measures that we can do cheap and quickly that will show progress in that area.

ANALYSIS
Per Council direction in December 2023, staff conducted additional outreach meetings and refined the preliminary design concepts. Additional outreach included three Retail Committee meetings in March, April, and August of 2024; a Council update meeting6 on June 3, 2024; a Stakeholder Working Group meeting in September 2024; a community online survey; and several City staff meetings. Staff is planning additional meetings with the Retail Committee, Stakeholder Working Group, and Council in coming months. The consultant’s team prepared 3 City Council, September 13, 2021; Agenda Item # 8; SR #13540 https://portal.laserfiche.com/Portal/DocView.aspx?id=68396&repo=r-704298fc&searchid=78b1aed2-70e7-4c33- 956c-50129ce26d62
4 City Council, February 28, 2022; Agenda Item # 10; SR #13609 https://portal.laserfiche.com/Portal/DocView.aspx?id=68395&repo=r-704298fc&searchid=9369f712-fd59-46d3- a3ac-43b449b5259d
5 City Council, December 18, 2023; Agenda Item # 21; SR #2310-2189 https://portal.laserfiche.com/Portal/DocView.aspx?id=72053&repo=r-704298fc&searchid=6b3111c7-0c6f-4fc9- a2ad-6927941e079d
6 City Council, June 3, 2024; Agenda Item # 16; SR # 2404-2904 https://portal.laserfiche.com/Portal/DocView.aspx?id=72174&repo=r-704298fc&searchid=40127a01-b2ec-48d0- 8ecb-323df87fb2dc
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additional concepts graphics and design, engineering analysis, outreach material, community on-line survey, and cost estimates as well as participated in these meetings.

Funding authorized for the current contract with CSWST2 was not adequate for the additional analysis, concepts refinements, and outreach to address the Council-directed items in December 2023. The current contract expires on December 31, 2024. Staff recommends that Council approve Contract Amendment No. 1 (Attachment A) to authorize additional funding in the amount of $25,000 to continue the design concepts refinements and additional outreach and extend the contract term until December 31, 2027.

FISCAL/RESOURCE IMPACT
Funding is available in the University Avenue Streetscape Update project (PE-21004) in the Fiscal Year 2025 Capital Budget for Contract Amendment No. 1 with CSWST2.

Staff plans to return to Council in December for review and approval of a preferred concept plan. Upon Council approval of a preferred concept plan, staff will return to Council for a contract amendment with CSWST2 for authorization of future phases of the scope of services.

STAKEHOLDER ENGAGEMENT
Per Council direction and to further refine the design concepts, staff conducted the following meetings. Key discussion items are listed below.
•March 20, 2024, Retail Committee: Project goals and vision, design direction and themes, stakeholder engagement strategy, and potential near-term improvements. •April 17, 2024, Retail Committee: Additional details on near-term improvements. •June 3, 2024, City Council: Long-term vision, goals, design themes, and stakeholder engagement strategy.
•August 21, 2024, Retail Committee: Downtown district planned short-term and long- term improvements, and stakeholder engagement strategy update. •September 10, 2024, Stakeholder Working Group: Project goals and vision, design concepts and elements, project improvements limit.

In addition, a community on-line survey was published on October 11, 2024 and continued through November 11, 2024. The survey focused on project goals and vision, design elements, and project improvements limits.

Staff is planning additional meetings with the Retail Committee and Stakeholder Working Group in November and will seek Council review and approval of a preferred concept plan tentatively in December 2024.

ENVIRONMENTAL REVIEW
Council approval of the proposed contract amendment for additional outreach and design services does not constitute approval of the University Avenue Streetscape project. CSWST2 completed a preliminary environmental assessment including traffic study and arborist reports Item 10
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under the Phase 1 scope of services. Once the Council identifies a preferred concept plan, CSWST2 will begin an environmental assessment under CEQA and will complete the analysis before project approval.

ATTACHMENTS
Attachment A: CSW/Stuber-Stroeh Engineering Group Inc.; Contract C22182372, Amendment No. 1
APPROVED BY:

Brad Eggleston, Director Public Works/City Engineer
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AMENDMENT NO. 1 TO CONTRACT NO. C22182372

BETWEEN THE CITY OF PALO ALTO AND
CSWST2
This Amendment No. 1 (this “Amendment”) to Contract No. C22182372 (the “Contract” as defined below) is entered into as of November 18, 2024, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and CSWST2, a California corporation , located at 504 Redwood Boulevard Suite 310 Novato, CA 4947 (“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 repurposing University Avenue to facilitate people -centric activities and community programming and developing a preferred concept through a community outreach process for the University Avenue Streetscape project (PE-21004), as detailed therein.

B. The Parties now wish to amend the Contract in order to (1) revise the Scope of Services to include additional community and stakeholder outreach and refine ment of concept plans for the University Avenue Streetscape project (PE -21004); (2) increase compensation by Twenty-Five Thousand Dollars ($25,000), from One Hundred Sixty-Four Thousand Eight Hundred Fifty-Two Dollars ($164,852) to a new not to exceed total compensation of One Hundred Eighty- Nine Thousand Eight Hundred Fifty-Two Dollars ($189,852); and (3) extend the contract term by three years to December 31, 2027, as detailed herein.

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

SECTION 1. Definitions. The following definitions shall apply to this Amendment:
a. C
ontract. The term “Contract” shall mean C ontract No. C22182372 between CONSULTANT and CITY, dated February 28, 2022.
b. O
ther 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:
“T
he term of this Agreement shall be from the date of its full execution through December 31, 2027 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.” SECTION 3. Section 4. “NOT TO EXCEED COMPENSATION” of the Contract is hereby amended to read as follows:

Docusign Envelope ID: 0098215F-CCE0-499F-8282-185D4480A0FB Item 10
Attachment A -
CSW/Stuber-Stroeh
Engineering Group Inc.;
Contract C22182372,
Amendment No. 1

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“The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed One Hundred Seventy -Four Thousand Eight Hundred Sixty -Six Dollars ($174,866). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.

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

In addition to the not-to-exceed compensation specified above, CITY has set aside the not- to-exceed compensation amount of Fourteen Thousand Nine Hundred Eighty-Six Dollars ($14,986) for the performance of Additional Services (as defined below). The total compensation for performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C, shall not exceed One Hundred Eighty-Nine Thousand Eight Hundred Fifty-Two Dollars ($189,852), as detailed in Exhibit C.

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

To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4. CONSULTANT shall only be compensated for Additional Services performed under an authorized Task Order and only up to the maximum amount of compensation set forth for Additional Docusign Envelope ID: 0098215F-CCE0-499F-8282-185D4480A0FB Item 10
Attachment A -
CSW/Stuber-Stroeh
Engineering Group Inc.;
Contract C22182372,
Amendment No. 1

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Services in this Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement.”

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

a. Exhibit “A” entitled “SCOPE OF SERVICES, AMENDMENT NO. 1”, ADDED.

b. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT NO. 1 ”, AMENDED, REPLACES PREVIOUS.

c. Exhibit “C” entitled “COMPENSATION, AMENDMENT NO. 1”, AMENDED, REPLACES PREVIOUS.

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

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

(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)

Docusign Envelope ID: 0098215F-CCE0-499F-8282-185D4480A0FB Item 10
Attachment A -
CSW/Stuber-Stroeh
Engineering Group Inc.;
Contract C22182372,
Amendment No. 1

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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

CSWST2

Officer 1

By:___________________________

Name: Robert Stevens____________

Title: President and Chief Executive

Officer_______________________

Officer 2

By:____________________________

Name: Linda Schmid_____________

Title: Chief Financial and Operating__

Officer_________________________

Attachments:

Exhibit “A” entitled “SCOPE OF SERVICES, AMENDMENT NO. 1”, ADDED.

Exhibit “B” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT NO. 1”, AMENDED, REPLACES PREVIOUS.

Exhibit “C” entitled “COMPENSATION, AMENDMENT NO. 1”, AMENDED, REPLACES PREVIOUS.

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Attachment A -
CSW/Stuber-Stroeh
Engineering Group Inc.;
Contract C22182372,
Amendment No. 1

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EXHIBIT A
SCOPE OF SERVICES, AMENDMENT NO. 1
(ADDED)

CONSULTANT’s duties and services under this agreement 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. C ONSULTANT’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 agreement.

The CONSULTANT completed the scope of work authorized under Phase 1 of the current contract and presented Council a preferred concept for University Avenue Streetscape project in December 2023. Council did not approve the proposed plan and directed staff for further refinements and additional outreach as summarized below.

1. Draft additional alternatives that would include one option with the current parklet plan and that sidewalks should be variable or outdoor dining space comparable to the current parklet plan.

2. Consider moving bikes to Hamilton and Lytton and or shrinking the travel lane.

3. Present options to the Retail Ad Hoc Committee and come back to Council with interim measures

4. Develop alternatives covering a range of costs.

This included Retail Committee meetings, stakeholder group meetings, one Council update meeting in June 2024, and another Council meeting in December 2024 and preparation of additional outreach material, engineering analysis, concept graphics design, and cost estimates. This additional outreach was not envisioned in the current contract. To incorporate Council directed items, the following additional specific tasks were required:

1. Prepare additional presentations and attend meetings related to outreach with stakeholders, Retail Committee, City staff, and City Council.

2. Prepare a detailed plan for one block of the project area to support the cost analysis.

3. Coordinate with the utilities division to establish a basis for improvements needed within the streetscape.

4. Develop a concept plan for the streetscape that reflects the revised plan for University Avenue’s sidewalks, striping, and parking.

5. Prepare an exhibit illustrating how the University Avenue streetscape coordinates with future bicycle planning as well as loading zones and temporary parking.

Docusign Envelope ID: 0098215F-CCE0-499F-8282-185D4480A0FB Item 10
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CSW/Stuber-Stroeh
Engineering Group Inc.;
Contract C22182372,
Amendment No. 1

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EXHIBIT B
SCHEDULE OF PERFORMANCE, AMENDMENT NO. 1
(AMENDED, REPLACES PREVIOUS)

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

Milestone Completion
Number of Days/ Weeks (as specific
below)
From NTP
Goals and Objectives 45 working days
Completion of Data Collection 110 working days
Concept Alternatives 170 working days
Costs, Funding, and Assessment Planning 200 working days Refined Alternatives 240 working days
Final Presentation to City Council 270 working days

Milestone Completion
Number of Days/ Weeks (as specific
below)
From NTP of Amendment No. 1
Additional Outreach and Concept Refinement 120 working days

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

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

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CSW/Stuber-Stroeh
Engineering Group Inc.;
Contract C22182372,
Amendment No. 1

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EXHIBIT C
COMPENSATION, AMENDMENT NO. 1
(AMENDED, REPLACES PREVIOUS)

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

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

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

BUDGET SCHEDULE NOT TO EXCEED AMOUNT
Task 1: Goals and Objectives $7,630
Task 2: Data Collection $49,960
Task 3: Alternatives for University Avenue $46,520
Task 4: Costs, Funding, and Assessment Planning $11,116 Task 5: Outreach $32,580
Additional Outreach and Concepts Refinement (Amendment #1) $25,000 Subtotal for Services $172,806
Reimbursable Expense $2,060
Total for Services and Reimbursable Expenses $174,866
Additional Services (if any, per Section 4) $14,986
Maximum Total Compensation $189,852

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 Docusign Envelope ID: 0098215F-CCE0-499F-8282-185D4480A0FB Item 10
Attachment A -
CSW/Stuber-Stroeh
Engineering Group Inc.;
Contract C22182372,
Amendment No. 1

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expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder.

Reimbursable expenses, if any are specified as reimbursable under this section, will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are Travel and Printing up to the not-to-exceed amount of $2,060.00.

Travel outside the San Francisco Bay Area, 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.

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

Docusign Envelope ID: 0098215F-CCE0-499F-8282-185D4480A0FB Item 10
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CSW/Stuber-Stroeh
Engineering Group Inc.;
Contract C22182372,
Amendment No. 1

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Police
Meeting Date: December 2, 2024
Report #:2408-3360
TITLE
Approval of Amendment Number 1 to Contract Number S23187316 with Flock Safety in the amount of $349,808 for Automated License Plate Recognition (ALPR) to Implement 10 Additional Cameras and Extend the Term through December 2029 in a new not to exceed of $524,208; CEQA status – categorically exempt (Section 15321 enforcement actions)

RECOMMENDATION
Staff recommends that the City Council approve and authorize the City Manager or their designee to execute Amendment Number 1 to Contract Number S23187316 with Flock Safety for Automated License Plate Recognition (ALPR) to add 10 ALPR cameras and extend the term through December 2029 in an amount not to exceed $349,808. This amendment results in a revised not to exceed amount $524,208.

EXECUTIVE SUMMARY
The Police Department currently utilizes twenty Flock fixed ALPR cameras, which provide real- time alerts and investigative leads regarding stolen vehicles and plates, and vehicles associated with criminal activity. The deployment of fixed ALPR and the associated surveillance use policy was approved by the City Council in 20231. Based on the success of the initial deployment and in response to the identification of high-traffic areas lacking coverage, the Department is seeking to add ten additional cameras and extend the term of the contract for all thirty cameras for an additional forty-one months. The cost of the new cameras will be entirely covered by grant funding for the first three years.

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BACKGROUND
On April 3 , 2023, the City Council approved a three-year contract, in the amount of $174,400, with Flock Safety for the deployment of twenty fixed ALPR cameras, as well as the associated Surveillance Use Policy1.

Based on the success of the twenty ALPR cameras already deployed, and the identification of specific areas where additional cameras would be useful, the Police Department proposes deploying ten additional ALPR cameras and extending the term of the contract for all thirty cameras thru December of 2029.

ANALYSIS
Automated License Plate Recognition (ALPR) technology uses a combination of cameras and computer software to scan the license plates of passing vehicles. The cameras, which are mounted to fixed infrastructure (e.g., lamp posts or street signs), capture computer-readable images that allow law enforcement to compare plate numbers against plates of known stolen vehicles or vehicles associated with individuals wanted on criminal charges. When a match is found, a real-time alert is generated, notifying police of the location where the image of the stolen or wanted vehicle was captured. ALPR data is also used by investigators, after a crime has been committed, to identify and locate associated vehicles.

The deployment of Flock fixed ALPR cameras in Palo Alto began in July of 2023, with all twenty cameras operational by November of 2023. Since that time, the Department has used these cameras to great effect. Real-time alerts generated by the ALPR cameras have resulted in the recovery of dozens of stolen vehicles and stolen license plates, the apprehension of numerous wanted persons, and the seizure of firearms. In addition, ALPR has been used to safely locate missing persons. Data captured by the ALPR cameras has also assisted investigators in identifying and arresting numerous felony suspects after crimes have been committed. A few particularly notable examples to illustrate the variety of successful applications of Flock ALPR in Palo Alto over the past 12 months include:

An elderly man, who suffers from dementia, was discovered to have taken his caregiver’s vehicle without permission and was missing. Flock data was used to determine his path of travel and locate him safely within the hour. Two suspects committed an armed robbery in Palo Alto after having just committed an armed robbery in another city. A Flock real-time alert allowed officers to locate the vehicle within minutes, apprehend the suspects, and recover multiple firearms. 1 City Council, April 4, 2023, Item # 11, SR #2301-0741 https://cityofpaloalto.primegov.com/Public/CompiledDocument?meetingTemplateId=1105&compileOutputType= 1 Item 11
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Two suspects committed a robbery at a shopping center and injured a police officer during their escape. Flock data was used to identify and locate the suspect vehicle and arrest both suspects within 24 hours.
A suspect was arrested in connection with a series of felony retail thefts. Investigators were able to strengthen their case by using Flock data to confirm that the suspect’s vehicle had, in fact, been in the area at the times of the thefts. A vehicle used in the commission of a homicide in another city entered Palo Alto. A Flock real-time alert allowed officers to locate the vehicle within minutes, and detain a suspect who was subsequently arrested by the investigating agency.

To derive maximum benefit with the fewest cameras needed, the Department placed its initial twenty ALPR cameras at strategically selected locations based on several factors: crime statistics, common vehicular ingress and egress points, and traffic volume.

The Department has identified other ingress and egress points without existing camera coverage, which suspects appear to be using to circumvent ALPR detection. Deploying ALPR cameras in these areas would provide more comprehensive coverage of vehicular ingress and egress points known to be used by suspects. The Department has also identified other heavily trafficked areas within the city with no existing camera coverage. Deploying ALPR cameras in these areas would allow officers to locate suspect vehicles more quickly within the City following an initial alert upon entry. The Department proposes to add ten total new cameras (for an on-going total of 30), to accomplish these goals.

Additional Flock ALPR cameras will be deployed, and the associated data used, consistent with the Fixed ALPR surveillance use policy already approved by the City Council in 2023. In relevant part:

Data will only be accessible to trained staff with a legitimate law enforcement need, and all queries will be logged and subject to audit.
The Department will only share its data with other local law enforcement agencies with whom an MOU is in place. Neither the Department, nor Flock Safety, will share the Department’s data with any non-law enforcement entities. Data not saved as evidence in a specific criminal investigation will be purged after 30 days.

The Department will continue to make accessible to the public, via its ALPR webpage 2, relevant policies as well as information concerning the number of cameras deployed, the data retention 2 PAPD ALPR Webpage
https://www.cityofpaloalto.org/Departments/Police/Public-Information-Portal/Automated-License-Plate- Recognition-ALPR
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period, and the names of law enforcement agencies with whom it shares data. Flock Safety will also continue to maintain a publicly accessible Transparency Portal3 containing much of the same information.

Since implementation, the Department has conducted quarterly compliance audits of Flock system access by its users to ensure that searches are only being conducted for legitimate law enforcement purposes and consistent with Department policy and the applicable surveillance use policy. These audits found no incidents of unauthorized access or misuse. Compliance audits will continue during the term of the amended agreement.

This report recommends the Council approve an Amendment No. 1 to Contract No. S23187316 with Flock Safety for implementation of ten additional ALPR cameras and extension of terms for all thirty ALPR cameras through December 2029.

Contract Amendment with Flock Safety
The proposed contract amendment calls for Flock Safety to install 10 additional ALPR cameras at locations identified by the Police Department, and to maintain a total of 30 ALPR cameras at locations identified by the Department. It also calls for Flock Safety to provide the Department with searchable access to its ALPR data, and to store the data for 30 days. The amended contract will have a five-year term, extending the existing term by forty-one months thru December 2029.

The original contract 1 was approved by Council on April 03, 2023 and was exempted from the competitive solicitation process to piggyback from City of Alameda’s solicited contract, under PAMC § 2.30.360(k). The ten additional cameras will come at an increased rate under the terms of the amendment as Flock has since increased its rates from those in the original contract; as such, the Department is exempting the amendment by § 2.30.360(d). Flock ALPR technology is currently the city standard for fixed ALPR, with 20 cameras deployed. Although, there may be comparable cameras on the market, it would be cost-prohibitive and inefficient to run multiple platforms due to incompatibility with existing City infrastructure. In addition, because Flock ALPR equipment is used by all the City’s neighboring law enforcement agencies, the Department’s use of Flock technology is critical to ensuring inter-agency investigative and enforcement collaboration, as data is shared among agencies pursuant to MOU. The Department is requesting to acquire the equipment directly from the manufacturer, as no other vendor provides, installs, or services Flock ALPR equipment.
3 PAPD Flock Transparency Portal
https://transparency.flocksafety.com/palo-alto-ca-pd
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TIMELINE
The Department is informed that, following Council approval, Flock Safety can complete the installation of the additional ten cameras within approximately sixty days.

FISCAL/RESOURCE IMPACT
Just as with its existing Flock ALPR cameras, the Department is contracting for the installation and use – not the purchase – of ten additional ALPR cameras. Flock Safety will complete the installation and setup of the cameras. The cameras require no utility connection. Flock Safety will maintain or replace the cameras as needed. Data storage will be the responsibility of Flock Safety, who will be responsible for maintaining CJIS data protocols, and the data will be accessed via a web platform, requiring no new software.

Under the terms of the existing agreement, the City has already paid $144,400 of the amended not-to-exceed total of $524,208 (for implementation and use of the existing cameras in FY 2023- 2025).

Under the terms of the amended agreement, the total cost of the Flock ALPR program in FY 2025 will be $85,000, with $35,808 of that being attributable to the amendment (installation and use of the new cameras) and the balance having already been paid. This new cost will be covered by grant funding obtained by the Department via the State’s Organized Retail Theft (ORT) Grant Program. In FY 2026, the total cost of the Flock ALPR program will be $83,500; $33,500 of this cost will be covered by ORT grant funding, with the balance subject to appropriation of funds through the annual budget process. In FY 2027, the total cost of the Flock ALPR program will be $93,500; $33,500 of this cost will be covered by ORT grant funding, with the balance subject to appropriation of funds through the annual budget process. In FY 2028 and FY 2029, the total cost of the Flock ALPR program will be $93,500 annually, with the cost subject to appropriation of funds through the annual budget process unless staff can identify additional funding. The amendment also included $7,500 to be used to cover any costs associated with the relocation of cameras or damages not covered by warranty.

STAKEHOLDER ENGAGEMENT
Since February of 2023, the Department has maintained an informational webpage, including an opportunity for community comments or questions. The Department has not received any substantive comments during the past 12 months.

ENVIRONMENTAL REVIEW
Approval of this agreement is categorically exempt under CEQA regulation 15321 for enforcement actions.

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ATTACHMENTS
Attachment A: Amendment Number 1 to Contract No. S23187316 with Flock Safety Attachment B: Council-approved Palo Alto Police Fixed ALPR Surveillance Use Policy

APPROVED BY:

Andrew Binder, Police Chief
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AMENDMENT NO. 1 TO CONTRACT NO. S23187316

BETWEEN THE CITY OF PALO ALTO AND
FLOCK GROUP INC. dba FLOCK SAFETY

This Amendment No. 1 (this “Amendment”) to Contract No. S23187316 (the “Contract” as defined below ) is entered into as of December 6, 2024 by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and FLOCK GROUP INC. dba FLOCK SAFETY, a Delaware corporation, Department of Industrial Registration No. PW-LR-1000674310, located at 1170 Howell Mill Road NW, Suite 210, Atlanta, Georgia, 30318 (“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 leasing and installing Automated License Plate Reader System (ALPR) equipment, as detailed therein.

B. The Parties now wish to amend the Contract in order to install ten (10) additional ALPR cameras to lease; extending term by 41 months from June 30, 2026 to December 5, 2029; and increasing not to exceed compensation by Three Hundred Forty Nine Thousand Eight Hundred Eight Dollars and Twenty Two Cents ($ 349,808.22), from One Hundred Seventy Four Thousand Four Hundred Dollars ($174,400) to Five Hundred Twenty Four Thousand Two Hundred Eight Dollars and Twenty Two Cents ($524,208.22).

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

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

a. Contract. The term “Contract” shall mean C ontract No. S23187316 between CONSULTANT and CITY, dated April 1, 2023.

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

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

“The term of this Agreement shall be from the date of its full execution through December 5, 2029 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement. ”

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

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Amendment No.1 to
Contract No. S23187316
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“The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Five Hundred Sixteen Thousand Seven Hundred Eight Dollars and Twenty Two Cents ($516,708.22). The hourly schedule of rates, if applicable, is set out in Exhibit C -1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.

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

In addition to the not-to-exceed compensation specified above, CITY has set aside the total not- to-exceed compensation amount of Seven Thousand Five Hundred Dollars ($7,500) for the performance of Additional Services (as defined below). The total compensation for performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C, shall not exceed Five Hundred Twenty Four Thousand Two Hundred Eight Dollars and Twenty Two Cents ($524,208.22), as detailed in Exhibit C.

“Additional Services” means any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit A. CITY may elect to, but is not required to, authorize Additional Service s up to the maximum amount of compensation set forth for Additional Services in this Section 4.

CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section. Additional Services, if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A- 1, entitled “PROFESSIONAL SERVICES TASK ORDE R”. Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.

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

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Amendment No.1 to
Contract No. S23187316
with Flock Safety

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

a. Exhibit “A” entitled “SCOPE OF SERVICES”, ADDED / AMENDED, REPLACES PREVIOUS.

b. Attachment “A” entitled “FALCON CAMERAS SPECIFICATIONS”, AMENDED, REPLACES PREVIOUS.

c. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE”, ADDED / AMENDED, REPLACES PREVIOUS.

d. Exhibit “C” entitled “ COMPENSATION”, ADDED / AMENDED, REPLACES PREVIOUS.

e. Exhibit “C -1” entitled “ SCHEDULE OF RATES ” AMENDED, REPLACES PREVIOUS.

f. Exhibit “J” entitled “FLOCK GROUP SERVICES ADDITIONAL TERMS OF SERVICE” AMENDED, REPLACES PREVIOUS.

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

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

(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)

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SIGNATURES OF THE PARTIES

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

CITY OF PALO ALTO

City Manager

APPROVED AS TO FORM:

City Attorney or Designee

FLOCK GROUP INC. dba FLOCK SAFETY

Officer 1

By:

Name:

Title:

Officer 2 (Required for Corp. or LLC)

By:

Name:

Title:

Attachments:
 EXHIBIT A – SCOPE OF SERVICES, AMENDMENT NO.1 (AMENDED, REPLACES PREVIOUS)  ATTACHMENT A-1 – FALCON CAMERA SPECIFICATIONS, AMENDMENT NO.1 (AMENDED,

REPLACES PREVIOUS)
 EXHIBIT B – SCHEDULE OF PERFORMANCE, AMENDMENT NO.1 (AMENDED, REPLACES

PREVIOUS)
 EXHIBIT C – COMPENSATION, AMENDMENT NO.1 (AMENDED, REPLACES PREVIOUS)  EXHIBIT C-1 – SCHEDULE OF RATES, AMENDMENT NO.1 (AMENDED, REPLACES

PREVIOUS)
 EXHIBIT J – FLOCK GROUP SERVICES ADDITIONAL TERMS OF SERVICE, (AMENDED, REPLACES PREVIOUS).

Docusign Envelope ID: 6EE3AC1E-8953-47D3-856A-80DA617364D5 Mark Smith
General Counsel
Garrett Langley
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.

I. AUTOMATIC LICENSE PLATE READER SYSTEM SERVICES
A. CONSULTANT’s surveillance devices shall function as vehicular motion -activated sensors to detect capturing sight and sound to decode images by narrowing down visual criteria related searches. CONSULTANT’s Automated License Plate Reader Systems (ALPR or LPR ) includes vehicle fingerprint technology, which will develop machine learning and computer vision analyses to break down captured evidence into searchable queries. The ALPR will provide the following:

Visual Evidence by:
 vehicle make, type, and color;
 license plate (missing plate, covered plate, paper plate, state of the license plate); and
 unique features (roof rack, bumper stickers, and window stickers) Contextual Evidence by:
 timestamp;
 number of times vehicle has been captured in the last 30 days; and  associated vehicles.

B. CONSULTANT’s description of product and services shall perform as detailed in Attachment A-1
C. CONSULTANT’s database video footage on visual and contextual evidences are downloadable data deliverables to provide CITY users.

1. Survey Locations
CONSULTANT shall furnish leasing all equipment, equipment maintenance, installation, materials, tools, and software services to implement ALPR devices across City of Palo Alto’s designated key areas that shall include but not limited to the following tasks:

a) CONSULTANT shall coordinate with CITY Project Manager and Public Works department to present several viable options for solar or AC power camera install feasibility for of up to Docusign Envelope ID: 6EE3AC1E-8953-47D3-856A-80DA617364D5 Item 11
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Amendment No.1 to
Contract No. S23187316
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forty (40) locations to present a deployment plan for the CITY to review and approve camera locations. CONSULTANT’s deployment plan shall include a technician to conduct site survey to:
 evaluate/reconfirm feasibility of a location per camera (location assessment, solar assessment, visibility review, etc.;
 check line of sight to the road, safety plans and methods required to perform camera installation; and
 evaluate/reconfirm adequate AT&T or T-Mobile cellular services in the area that is suitable by placing a white flag per location.

b) CITY shall pro vide support (if needed) to provide permits, special equipment or vehicles, custom engineering drawings or traffic plans, concrete cutting and AC -powered installation source;

c) CONSULTANT shall coordinate with State’s PG&E “811” call service and CITY Utilities department for safe underground digging to mark each camera approved marking location for underground utilities within a 10-foot radius.

d) In preparation of scheduling camera installation date, CONSULTANT shall ship any site - specific material(s) t hat CONSULTANT’s technician does not have on site and coordinate with CITY staff on scheduling process of any permits required, special equipment, safety assessment and traffic control safety plans.

Installation (one-time service per camera location)
a) On s cheduled start date, CONSULTANT shall mount twenty (20) Falcon Camera devices (specifications are in detail reference as Attachment A -1) that meet standard installation procedures for Safety Performance Evaluation of Highway and Assessing Safety Hardware (NCHRP350/MASH), while adhering to standard procedural plans from the Manual of Uniform Traffic Control Devices (MUTCD).

b) Of the 20 camera locations, fourteen (14) cameras shall require Standard Implementation service, which CONSULTANT shall perform camera mount(s) onto CITY’s existing traffic pole infrastructure to meet CIT Y’s/County of Santa Clara’s Right of Way (ROW) for public use of existing property or future streets, curbs, planting strips or sidewalks. Standard Implementation is detailed therein in Attachment B-1.

c) The remaining six (6) cameras shall require Advance I mplementation service using required Department of Transportation (DOT) approved standard 12’ CONSULTANT’s above grade breakaway pole to meet DOT’s “Right of Way and Land Survey” activity requirements within Caltrans’ Interstate of Highway System geographi c boundaries. Advanced Implementation is detailed therein in Attachment C-1.

d) Upon camera mount installation of each cameras, CONSULTANT shall collaborate with CITY Utilities department for CITY electrician(s) to install AC power source and connectivity to the cameras (per Electrician Installation Steps specified in Attachment D-1). CONSULTANT shall inspect camera to verify device and visual line of sight meets mount/placement specification.

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2. Additional APLR Installation, Amendment No. 1 (one-time service per camera location) a) On scheduled start date, CONSULTANT shall mount t en (10) Falcon Camera devices (specifications are in detail reference as Attachment A -1) that meet standard installation procedures for Safety Performance Evaluation of Highway and Assessing Safety Hardware (NCHRP350/MASH), while adhering to standard procedural plans from the Manual of Uniform Traffic Control Devices (MUTCD).

b) The additional ten (10) cameras, as designated by CITY per location , shall require Standard Implementation service, which CONSULTANT shall perform camera mount(s) onto CITY’s existing traffic pole infrastructure to meet CITY’s/County of Santa Clara’s Rig ht of Way (ROW) for public use of existing property or future streets, curbs, planting strips or sidewalks.

Standard Implementation is detailed therein in Attachment B-1.

c) Upon camera mount installation of each cameras, CONSULTANT shall collaborate with CITY Utilities department for CITY electrician(s) to install AC power source and connectivity to the cameras (per Electrician Installation Steps specified in Attachment D-1). CONSULTANT shall inspect camera to verify device and visual line of sight meets mount/placement specification.

II. MAINTENANCE
CONSULTANT’s Field Operation team is responsible for physical installation and maintenance of leased cameras and associated equipment provided by CONSULTANT during term of this Agreement. This includes CONSULTANT’s team of technicians and maintenance schedulers to coordinate maintenance service with CITY staff.

III. SUBSCRIPTION/SOFTWARE
Post-Camera-Installation, CONSULTANT shall set up a software licensing subscription account training for CITY Project Manager to designate authorized CITY staff to access CONSULTANT’s permission web -based portal and provide the CITY with training on best practices to search for relevant data.

IV. ADVANCED SEARCH
CONSULTANT shall collaborate with CITY police staff upon request to perform via the CONSULTANT’S software web interface to utilize advanced evidence search capabilities to operate convoy analysis; multi -geo search, visual search queries; and common plate analysis in which the LPR Advance Search functioning features shall perform to include:
 Visual Search to upload any digital image (i.e.) Ring doorbell footage, closed- circuit television stills or mobile phone pictures) to conduct vehicle search.  Multi-Geo Search to connect crimes across different locations to a common suspect vehicle to expedite case clearance and prevent repeat offenses.  Convoy Analysis on identifying vehicles frequently traveling together to identify accomplices in organized crimes (i.e. Motor Vehicle theft & drug trafficking).

V. ADDITIONAL SERVICES (Optional)
CITY can request for additional surveillance relocation(s), which shall be mutually written in Agreement as detailed therein within a Task Order (Exhibit A -1 form) per Section 4 of the Agreement. CONSULTANT shall perform the following optional Additional Services Docusign Envelope ID: 6EE3AC1E-8953-47D3-856A-80DA617364D5 Item 11
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for:
a) camera relocations; and
b) camera and/or pole replacement to reinstall damage, theft or vandalism of ALPR equipment.

Docusign Envelope ID: 6EE3AC1E-8953-47D3-856A-80DA617364D5 Item 11
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Contract No. S23187316
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ATTACHMENT A-1
FALCON CAMERAS SPECIFICATIONS, AMENDMENT NO.1
(AMENDED, REPLACES PREVIOUS)

CONSULTANT’s Falcon Cameras LPR products, services, features, and general install shall perform in detail within the description listed below:

FlockOS Features Description
FlockOS ™ - Essentials An integrated public safety platform that detects, centralizes and decodes actionable evidence to increase safety, improve efficiency, and connect the community.

Flock Safety Falcon ®
Law enforcement grade infrastructure-free (solar power + LTE) license plate recognition camera with Vehicle Fingerprint ™ technology (proprietary machine learning software) and real-time alerts for unlimited users.

Flock Safety Advanced Search Advanced Search is an optional upgrade for Law Enforcement Grade Falcon cameras. Advanced Search includes Convoy Analysis, Multi Geo Search, and Visual Search.

Flock Safety Falcon ®
Law enforcement grade infrastructure-free (solar power + LTE) license plate recognition camera with Vehicle Fingerprint ™ technology (proprietary machine learning software) and real-time alerts for unlimited users.

Flock Safety Falcon ®
Law enforcement grade infrastructure-free (solar power + LTE) license plate recognition camera with Vehicle Fingerprint ™ technology (proprietary machine learning software) and real-time alerts for unlimited users.

Professional Services - Existing Infrastructure Implementation Fee
One-time Professional Services engagement. Includes site and safety assessment of existing vertical infrastructure location, camera setup and testing, and shipping and handling in accordance with the Flock Safety Standard Implementation Service Brief.

FlockOS Features & Description

FlockOS Features Description

Community Network Access
The ability to request direct access to feeds from privately owned Flock Safety Falcon® LPR cameras located in neighborhoods, schools, and businesses in your community, significantly increasing actionable evidence that clears cases.

Unlimited Users Unlimited users for FlockOS
State Network (License Plate Lookup Only) Allows agencies to look up license plates on all cameras opted into the Flock Safety network within your state.

Nationwide Network (License Plate Lookup Only)
With the vast Flock Safety sharing network, law enforcement agencies no longer have to rely on just their devices alone. Agencies can leverage a nationwide system boasting 10 billion additional plate reads per month to amplify the potential to collect vital evidence in otherwise dead-end investigations.

Law Enforcement Network Access The ability to request direct access to evidence detection devices from Law Enforcement agencies outside of your jurisdiction.

Time & Location Based Search Search full, partial, and temporary plates by time at particular device locations License Plate Lookup Look up specific license plate location history captured on Flock devices

Vehicle Fingerprint Search
Search footage using Vehicle Fingerprint™ technology. Access vehicle type, make, color, license plate state, missing / covered plates, and other unique features like bumper stickers, decals, and roof racks.

Insights & Analytics Reporting tool to help administrators manage their LPR program with device performance data, user and network audits, plate read reports, hot list alert reports, event logs, and outcome reports.

ESRI Based Map Interface Map-based interface that consolidates all data streams and the locations of each connected asset, enabling greater situational awareness and a common operating picture.

Real-Time NCIC Alerts on Flock ALPR Cameras
Receive automated alerts when vehicles entered into established databases for missing and wanted persons are detected, including the FBI’s National Crime Information Center (NCIC) and National Center for Missing & Exploited Docusign Envelope ID: 6EE3AC1E-8953-47D3-856A-80DA617364D5 Item 11
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Children (NCMEC) databases.

Unlimited Custom Hot Lists Ability to add a suspect’s license plate to a custom list and get alerted when it passes by a Flock camera

CONSULTANT shall perform general installation requirement as describe in detail below:

Use Cases:
 CONSULTANT’S SAFETY LICENSE PLATE READERS (LPRs) are designed to capture images of near license plates, aimed in the direction of traffic.  CONSULTANT’S LPRs are not designed to capture pedestrians, sidewalks, dumpsters, gates, other areas of non-vehicle traffic, or intersections.

Placement:
 It captures vehicles driving away from an intersection.  It cannot point into the middle of an intersection.
 It should be placed after the intersection, to prevent “stop and go” motion activation, or “stop and go” traffic.

Mounting:
 It can be mounted on existing utility, light, or traffic signal poles, or 12 foot CONSULTANT’s poles. **NOTE** Permitting (or permission from pole owner) may be required in order to use existing infrastructure or install in specific areas, depending on local regulations & policies.
 It should be mounted one per pole*. If using AC power, they can be mounted 2 per pole.
o *Cameras need sufficient power. Since a solar panel is required per camera, it can prevent sufficient solar power if 2 cameras and 2 solar panels were on a single pole (by blocking visibility). Therefore, if relying on solar power, only one camera can be installed per pole.
 They can be powered with solar panels or direct wire-in AC Power (no outlets). **NOTE** CONSULTANT does not provide Electrical services. Once installed, the agency or community must work with an electrician to wire the cameras.

Electrician services should be completed within two days of installation to prevent the camera from dying.
 They will require adequate cellular service using AT&T or T-Mobile to be able to process & send images

Solar Panels
 Solar panels need unobstructed southern -facing views

Pole
 If a location requires “DOT” approved pole (i.e., not CONSULTANT’s standard pole), the “advanced implementation” cost will apply per Exhibit C-1, Schedule of Rates Docusign Envelope ID: 6EE3AC1E-8953-47D3-856A-80DA617364D5 Item 11
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Amendment No.1 to
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EXHIBIT B
SCHEDULE OF PERFORMANCE, AMENDMENT NO.1
(AMENDED, REPLACES PREVIOUS)

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

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

1. ALPR Services 20 Camera Installation – Year 1 (one-time service only)

60 days (Completed)

2. 20 ALPR Services w/ Advanced Search – Year 1 (July 13, 2023 - July 12, 2024)
Ongoing within term of
Agreement
(Completed)
Amendment No. 1

3. ALPR Services 20 Cameras w/ Advanced Search – Year 2 (July 13, 2024 – December 5, 2025)

Ongoing within Term of
Agreement

4. ALPR Services 10 Camera Installation – Year 2
(one-time service only)
Ongoing within Term of
Agreement

5. 10 ALPR Services w/ Advanced Search – Year 2
(December 6, 2024 - December 5, 2025)
Ongoing within term of
Agreement
(subject to completion of milestone 3)

6. 30 ALPR Services w/ Advanced Search – Year 3
(December 6, 2025 - December 5, 2026)
Ongoing within term of
Agreement

7. 30 ALPR Services w/ Advanced Search – Year 4
(December 6, 2026 - December 5, 2027)

Ongoing within term of
Agreement

8. 30 ALPR Services w/ Advanced Search – Year 5
(December 6, 2027 - December 5, 2028)

Ongoing within term of
Agreement

9. 30 ALPR Services w/ Advanced Search – Year 6
(December 6, 2028 - December 5, 2029)
Ongoing within term of
Agreement

Optional Schedule of Performance Provision for On-Call or Additional Services Agreements.

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(This provision only applies if checked and only applies to on- call agreements per Section 1 or agreements with Additional Services per Section 4.)

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

Docusign Envelope ID: 6EE3AC1E-8953-47D3-856A-80DA617364D5 Item 11
Attachment A -
Amendment No.1 to
Contract No. S23187316
with Flock Safety

Item 11: Staff Report
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EXHIBIT C
COMPENSATION, AMENDMENT NO.1
(AMENDED, REPLACES PREVIOUS)

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

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

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

BUDGET SCHEDULE
TASK

NOT TO EXCEED AMOUNT
Task 1
(ALPR Services 20 Camera Installation –
Year 1
[one-time service only])
$9,400 (paid in full)
Task 2
(ALPR Services 20 Cameras w/ Advanced
Search – Year 1
[July 13, 2023 - July 12, 2024])
$52,500 (paid in full)
AMENDMENT NO.1

Task 3
(ALPR Services 20 Cameras w/ Advanced
Search – Year 2
[July 13, 2024 – December 5, 2025])
$55,808.22* (partially paid $52,500)
Task 4
(ALPR Services 10 Camera Installation –
Year 2
[one-time service only])
$1,500
Task 5
(ALPR Services 10 Cameras w/ Advanced
Search – Year 2
[December 6, 2024 - December 5, 2025])
$33,500)

Docusign Envelope ID: 6EE3AC1E-8953-47D3-856A-80DA617364D5 Item 11
Attachment A -
Amendment No.1 to
Contract No. S23187316
with Flock Safety

Item 11: Staff Report
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Task 6
(30 ALPR Services w/ Advanced Search –
Year 3
[December 6, 2025 - December 5, 2026])
$83,500

Task 7
(30 ALPR Services w/ Advanced Search –
Year 4
[December 6, 2026 - December 5, 2027])
$93,500
Task 8
(30 ALPR Services w/ Advanced Search –
Year 5
[December 6, 2027 - December 5, 2028])
$93,500
Task 9
(30 ALPR Services w/ Advanced Search –
Year 6
[December 6, 2028 - December 5, 2029])
$93,500
Sub-total for Services $516,708.22
Reimbursable Expenses (if any) $0
Total for Services and Reimbursable
Expenses
$516,708.22
Additional Services
(if any, per Section 4 [Year 1 through 6])
$7,500
Maximum Total Compensation $524,208.22

*Prorated Falcon Camera Lease & Software Licensing for (previously installed) 20 annual licensing fees to cover during initial subscription start date of 07/12/25 through 11/25/25 will be at NO COST included in this balance for year 2 of 6 Service to bridge over cumulative fees to integrate with 10 added LPRs.

*Prorated Flock Safety Advanced Search for (previously installed) 20 annual access fees to cover during initial subscription start date of 07/12/25 through 11/25/25 will be at NO COST included in this balance for Service year 2 of 6 Service to bridge over cumulative fees to integrate with 10 added LPRs.

*Prorated Falcon Camera Lease & Software Licensing for (previously installed) 20 annual licensing fees to cover during initial subscription start date of 11/13/25 through 12/5/25 will be at $3,808.22 included in this balance for year 2 of 6 Service to bridge over cumulative fees to integrate with 10 added LPRs.

*Prorated Flock Safety Advanced Search for (previously installed) 20 annual access fees to cover during initial subscription start date of 11/13/25 through 12/5/25 will be at $143.84/day included in this balance for year 2 of 6 Service to bridge over cumulative fees integrat ing with 10 added LPRs.

Docusign Envelope ID: 6EE3AC1E-8953-47D3-856A-80DA617364D5 Item 11
Attachment A -
Amendment No.1 to
Contract No. S23187316
with Flock Safety

Item 11: Staff Report
Pg.
20 Packet Pg. 199 of 314

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

Docusign Envelope ID: 6EE3AC1E-8953-47D3-856A-80DA617364D5 Item 11
Attachment A -
Amendment No.1 to
Contract No. S23187316
with Flock Safety

Item 11: Staff Report
Pg.
21 Packet Pg. 200 of 314

Vers.: Aug. 5, 2019

EXHIBIT C-1
SCHEDULE OF RATES, AMENDMENT NO.1
(AMENDED, REPLACES PREVIOUS)

CONSULTANT’s schedule of rates is as follows:

CONSULTANT’s Professional Services and One-Time Installation Purchases:

Description (Year 1, 20 LPR Services) Price/Usage
Fee
Qty Subtotal
Professional Services - Standard Implementation $350.00 14.00 $4,900.00 Professional Services - Advanced Implementation $750.00 6.00 $4,500.00

Description (Year 2, 10 LPR Services) Price/Usage
Fee
Qty Subtotal
Professional Services - Standard Implementation $150.00 10.00 $1,500.00

Hardware and Software Products

Recurring costs over 10 added APLR camera subscription 5-year term (December 6, 2024 thru December 5, 2029):

Description Price/Usage
Fee
Qty Subtotal
Falcon Camera Lease & Software Licensing
(annually) $3,000.00 10.00 $30,000.00
Flock Safety Advanced Search (annually)
$3,500.00 1.00 $3,500.00

Recurring costs over 20 existing ALPR camera previously installed for continuing service subscription to cover until December 5, 2026. Recurring costs for additional 10 ALPR subscription are effective December 6, 2024:

Description
(effective since Jul. 1, 2023 Dec 1, 2026,)
Price/Usage
Fee
Qty Subtotal
20 Falcon Camera Lease & Software Licensing
(annually) $2,500.00 20.00 $50,000.00
20 Flock Safety Advanced Search (annually)
$2,500.00 1.00 $2,500.00
Description (effective Dec. 2, 2024 until Dec. 1,
2029)
Price/Usage
Fee
Qty Subtotal
10 Falcon Camera Lease & Software Licensing
(annually) $3,000.00 10.00 $30,000.00
10 Flock Safety Advanced Search (annually)

$3,500.00 1.00 $3,500.00
Docusign Envelope ID: 6EE3AC1E-8953-47D3-856A-80DA617364D5 Item 11
Attachment A -
Amendment No.1 to
Contract No. S23187316
with Flock Safety

Item 11: Staff Report
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EXHIBIT J

FLOCK GROUP SERVICES ADDITIONAL TERMS OF SERVICE, AMENDMENT NO.1 (AMENDED, REPLACES PREVIOUS)

FLOCK GROUP INC.

SERVICES AGREEMENT

ORDER FORM

This Order Form together with the Terms (as defined herein) describe the relationship between Flock Group Inc. (“Flock”) and the customer identified below (“Agency”) (each of Flock and Customer, a ”Party”). This order form (“Order Form”) hereby incorporates and includes the “GOVERNMENT AGENCY AGREEMENT” attached (the “Terms”) which describe and set forth the general legal terms governing the relationship (collectively, the "Agreement" ). The Terms contain, among other things, warranty disclaimers, liability limitations and use limitations.

The Agreement will become effective when this Order Form is executed by both Parties (the “Effective Date”).

Agency: CA - Palo Alto Police Department

Legal Entity Name: City of Palo Alto
Contact Name: James Reifschneider
Address:
275 Forest Ave
Palo Alto, California 94301

Phone: (650) 329-2406
E-Mail:
[email protected]

Expected Payment Method:
\FSExpectedPaymentMethod1\
Billing Contact: \FSBillingContact1\
(if different than above)

Initial Term: 80 months
Optional Renewal Term: 0 months
Billing Term: Annual payment due Net 30
per terms and conditions
Billing Frequency: Annual Plan - First Year
Invoiced at Signing

Professional Services and One-Time Purchases
Name (Effective Jul. 1, 2023 thru Dec. 5, 2024) Price/Usage Fee
QTY Subtotal
Professional Services - Standard Implementation
Fee $350.00 14.00 $4,900.00
Professional Services - Advanced Implementation
Fee $750.00 6.00 $4,500.00
Docusign Envelope ID: 6EE3AC1E-8953-47D3-856A-80DA617364D5 Item 11
Attachment A -
Amendment No.1 to
Contract No. S23187316
with Flock Safety

Item 11: Staff Report
Pg.
23 Packet Pg. 202 of 314

Vers.: Aug. 5, 2019

Professional Services – Existing Infrastructure,
Standard Implementation (effective Dec. 6, 2024 $150.00 10.00 $1,500

Hardware and Software Products
Annual recurring amounts over subscription term

Yr1 Yr2 Yr3 Yr4 Yr5 Yr6 TOTAL

CURRENT
20 50,000 50,000 50,000
adv search 2,500 2,500 2,500
FlockOS
install 9,400
61,900 52,500 52,500

ADD
10 30,000 30,000
adv search 1,000 1,000
FlockOS incl incl
32,500 3,000

Prorated
Annual/Access
Fee 3,308.22
RENEW
30 90,000 90,000 90,000
adv search 3,500 3,500 3,500
FlockOS incl incl incl
93,500 93,500 93,500

Subtotal 61,900 88,308.22 83,500 93,500 93,500 93,500 514,208.22

AMENDMENT NO.1
30 61,900 88,308.22 83,500 90,000 90,000 90,000
adv search 1,000
Combined cost
included above 3,500 3,500 3,500
FlockOS incl incl incl incl incl
install 1,500
Amending NTE
Total 61,900 90,808.22 83,500 93,500 93,500 93,500 516,708.22

Annual Subscription with Installation Subtotal Year 1: $61,900.00 Annual Subscription w/ Installation Year 2 Subtotal: $90,808.22 Annual Subscription Year 3 Subtotal: $83,500.00
Annual Subscription Year 4 Subtotal: $93,500.00
Annual Subscription Year 5 Subtotal: $93,500.00
Annual Subscription Year 6 Subtotal $93,500.00
Total Year 1 through 6 Subscription Amount: $516,708.22 Additional Services for Camera & Pole Relocation/Replacement (if any): $ 7,500.00 Maximum Subscription and Additional Services Total: $524,208.22

Docusign Envelope ID: 6EE3AC1E-8953-47D3-856A-80DA617364D5 Item 11
Attachment A -
Amendment No.1 to
Contract No. S23187316
with Flock Safety

Item 11: Staff Report
Pg.
24 Packet Pg. 203 of 314

Certificate Of Completion
Envelope Id: 6EE3AC1E895347D3856A80DA617364D5
Status: Sent
Subject: Docusign: Amendment No.1 S23187316 Flock_ALPR_FINAL.pdf Source Envelope:

Document Pages: 18
Signatures: 2
Envelope Originator:

Certificate Pages: 3
Initials: 0
Mai, Philip
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
[email protected]
IP Address: 199.33.32.254
Record Tracking
Status: Original
11/14/2024 2:58:51 PM
Holder: Mai, Philip
[email protected]
Location: DocuSign
Security Appliance Status: Connected
Pool: StateLocal
Storage Appliance Status: Connected
Pool: City of Palo Alto
Location: DocuSign
Signer Events
Signature
Timestamp
Mark Smith
[email protected]
General Counsel
Flock Group Inc
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 75.238.233.32
Sent: 11/14/2024 3:08:26 PM
Viewed: 11/15/2024 4:30:51 PM
Signed: 11/15/2024 4:31:14 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Garrett Langley
[email protected]
CEO
Security Level: Email, Account Authentication
(None)

Signature Adoption: Pre-selected Style
Using IP Address: 104.28.32.197
Signed using mobile
Sent: 11/15/2024 4:31:17 PM
Resent: 11/16/2024 7:36:49 AM
Viewed: 11/16/2024 7:54:53 AM
Signed: 11/16/2024 7:55:12 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Philip Mai
[email protected]
Buyer
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 11/16/2024 7:55:14 AM
Viewed: 11/16/2024 8:17:08 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Ed Shikada
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events
Signature
Timestamp
Editor Delivery Events
Status
Timestamp
Item 11
Attachment A -
Amendment No.1 to
Contract No. S23187316
with Flock Safety

Item 11: Staff Report
Pg.
25 Packet Pg. 204 of 314

Agent Delivery Events
Status
Timestamp
Intermediary Delivery Events
Status
Timestamp
Certified Delivery Events
Status
Timestamp
Carbon Copy Events
Status
Timestamp
James Reifschneider
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Kyle Egkan
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Tariq Bright
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Jack Hackworth
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Angelica Ricafort
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Clerks's Office Org
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
James LaCamp
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events
Signature
Timestamp
Notary Events
Signature
Timestamp
Envelope Summary Events
Status
Timestamps
Envelope Sent
Hashed/Encrypted
11/14/2024 3:08:26 PM
Item 11
Attachment A -
Amendment No.1 to
Contract No. S23187316
with Flock Safety

Item 11: Staff Report
Pg.
26 Packet Pg. 205 of 314

Envelope Summary Events
Status
Timestamps
Envelope Updated
Security Checked
11/16/2024 7:36:48 AM
Envelope Updated
Security Checked
11/16/2024 7:36:48 AM
Envelope Updated
Security Checked
11/16/2024 7:36:48 AM
Envelope Updated
Security Checked
11/16/2024 7:36:48 AM
Payment Events
Status
Timestamps
Item 11
Attachment A -
Amendment No.1 to
Contract No. S23187316
with Flock Safety

Item 11: Staff Report
Pg.
27 Packet Pg. 206 of 314

Surveillance Use Policy for fixed Automated License Plate Recognition (ALPR) Technology In accordance with Palo Alto Municipal Code Section PAMC 2.30.680(d), the Surveillance Use Policy for the Police Department’s use of fixed ALPR technology is as follows:1. Intended Purpose.The technology is used by the Palo Alto Police Department to convert data associated with vehicle license plates and vehicle descriptions for official law enforcement purposes, including but not limited to identifying stolen or wanted vehicles, stolen license plates and missing persons, suspect interdiction and stolen property recovery. 2. Authorized Uses.Department personnel may only access and use the ALPR system for official and legitimate law enforcement purposes consistent with this Policy. The following uses of the ALPR system are specifically prohibited: a. Harassment or Intimidation: It is a violation of this Policy to use the ALPR system to harass and/or intimidate any individual or group.b. Personal Use: It is a violation of this Policy to use the ALPR system orassociated scan files or hot lists for any personal purpose. c. First Amendment Rights. It is a violation of this policy to use the LPR system or associated scan files or hot lists for the purpose or known effect of infringingupon First Amendment rights of any person.d. Invasion of Privacy: Except when done pursuant to a court order such as asearch warrant, is a violation of this Policy to utilize the ALPR to record licenseplates except those of vehicles that are exposed to public view (e.g., vehicles ona public road or street, or that are on private property but whose license plate(s) are visible from a public road, street, or a place to which members of the public have access, such as the parking lot of a shop or other business establishment). 3. Information Collected.A fixed ALPR system captures the date, time, location, license plate (state, partial, paper, and no plate), and vehicle characteristics (make, model, type, and color) of passing vehicles. using the Palo Alto Police Department’s ALPR’s system and the vendor’s vehicle identification technology. 4. Safeguards. All data will be closely safeguarded and protected by both procedural and technological means. The Palo Alto Police Department will observe the following safeguards regarding access to and use of stored data (Civil Code § 1798.90.51; Civil Code § 1798.90.53):a. All ALPR data shall be accessible only through a login/password-protected system capable of documenting all access of information by name, date, and time.

Item 11
Attachment B - Council-
approved Palo Alto Police
Fixed ALPR Surveillance
Use Policy

Item 11: Staff Report
Pg.
28 Packet Pg. 207 of 314

b. Persons approved to access ALPR data under this policy are permitted to access the data for legitimate law enforcement purposes only, such as when the datarelate to a specific criminal investigationc. Such ALPR data may only be released to other authorized and verified local enforcement officials and agencies for legitimate law enforcement purposes. d. Every ALPR system inquiry must be documented by either the associated case number or incident number, and lawful reason for the inquiry. 5. Retention.The City’s ALPR vendor, Flock Safety, will store the data (data hosting) and ensure proper maintenance and security of data stored in their data centers. Flock Safety will purge the data 30 days after collection; however, this will not preclude Palo Alto Police Department from maintaining any relevant vehicle data obtained from the system after that period if it has become, or it is reasonable to believe it will become, evidence in a specific criminal investigation or is subject to a discovery request or other lawful action to produce records. In those circumstances the applicable data should be downloaded from the server onto portable media and booked into evidence. Information gathered or collected, and records retained by Flock Safety cameras will not be sold, accessed, or used for any purpose other than legitimate law enforcement or public safety purposes. 6. Access by non-City Entities.The ALPR data may be shared only with other local law enforcement or prosecutorial agencies for official law enforcement purposes or as otherwise required by law, and as provided below:a. Requestsi. A law enforcement agency may make a written request for specific data, including the name of the agency and the intended official law enforcement purpose for accessii. The request shall be reviewed by the Chief of Police or the authorized designee and approved before access is grantediii. The approved request is retained on fileiv. Requests for ALPR data by non-law enforcement or non-prosecutorial agencies will be processed by the Department’s custodian of records and fulfilled only as required by law.b. Memorandaphilip of Understandingi. Access to searchable data by other local law enforcement agencies shall only be granted pursuant to an MOU with that specific agencyii. Such MOU will provide that access will only be used for legitimate law enforcement or public safety purposesc. The Chief of Police or the authorized designee will consider the California Values Act (Government Code § 7282.5; Government Code § 7284.2 et seq), before approving the access to ALPR data. The Palo Alto Police Department does not permit the sharing of ALPR data gathered by the City or its contractors/subcontractors for purpose of federal immigration enforcement.

Item 11
Attachment B - Council-
approved Palo Alto Police
Fixed ALPR Surveillance
Use Policy

Item 11: Staff Report
Pg.
29 Packet Pg. 208 of 314

7. Compliance Procedures. The Investigative Services Captain (or other police administrator as designated by the Police Chief) shall be responsible for compliance with the requirements of Civil Code § 1798.90.5 et seq. This includes, but is not limited to (Civil Code § 1798.90.51; Civil Code § 1798.90.53):a. Only properly trained sworn officers, crime analysts, and police staff are allowed access to the ALPR system or to collect ALPR information. b. Ensuring that training requirements are completed for authorized users.c. ALPR system monitoring to ensure the security of the information and compliance with applicable privacy laws.d. Ensuring that procedures are followed for system operators and to maintain records of in compliance with Civil Code § 1798.90.52.e. The title and name of the current designee in overseeing the ALPR operation ismaintained. Continually working with the Custodian of Records on the retention and destruction of ALPR data as required. f. Ensuring this policy and related procedures are conspicuously posted on the Department’s dedicated ALPR website. It is the responsibility of the Investigative Services Captain (or other police administrator as designated by the Police Chief) to ensure that an audit is conducted of ALPR detection inquiries at least once during each calendar year. The Department will audit a sampling of the ALPR system utilization from the prior 12-month period to verify proper use in accordance with the above authorized uses. The audit shall randomly select at least 10 detection browsing inquiries conducted by department employees during the preceding six-month period and determine if each inquiry meets the requirements established by policy. This audit shall take the form of an internal Department memorandum to the Chief of Police. The memorandum shall include any data errors found so that such errors can be corrected. After review by the Chief of Police, the memorandum and any associated documentation shall be filed and retained by the Department.

Item 11
Attachment B - Council-
approved Palo Alto Police
Fixed ALPR Surveillance
Use Policy

Item 11: Staff Report
Pg.
30 Packet Pg. 209 of 314

City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Administrative Services
Meeting Date: December 2, 2024
Report #:2410-3651
TITLE
Approval of the Second Amendment to Lease Agreement Between Palo Alto Unified School District (PAUSD) and City of Palo Alto for a Portion of the Cubberley Site at 4000 Middlefield Road through December 31, 2029, Not-to-Exceed $2,500,000 in Rent per Year; CEQA Status— Not a Project

RECOMMENDATION
Staff recommends that the City Council approve and authorize the City Manager, or their designee, to execute the Second Amendment to Lease Agreement by and Between Palo Alto Unified School District, as Landlord, and City of Palo Alto, a California Chartered Municipal Corporation, as Tenant, in accordance with the Memorandum of Understanding (MOU) that the City Council unanimously approved on October 7,2024.

BACKGROUND
Cubberley Community Center has been operated by the City of Palo Alto since 1990. Space is available for rent by the hour, either one-time or on a regular basis for community meetings, seminars, social events, dances, theater performances, music rehearsals and athletic events.

Cubberley is also occupied by organizations that provide services to the community in areas of education, health, childcare, dance, and music instruction.

A portion of the Cubberley site is owned by the City and the remainder is owned by PAUSD, as shown in Exhibit B to the attached agreement (Attachment A). The City currently leases a portion of the PAUSD-owned part of Cubberley on a 54-month term lease agreement that was approved by the City Council on June 23, 2020 and is scheduled to expire on December 31, 20241. The agreement contains an option to modify the leased area and rent accordingly and was exercised when the City Manager executed the First Amendment on June 28, 2022. 1 City Council, 6/23/2020, Staff Report # 11460, https://www.cityofpaloalto.org/files/assets/public/v/1/agendas- minutes-reports/reports/city-manager-reports-cmrs/year-archive/2020/id-11460.pdf Item 12
Item 12 Staff Report

Item 12: Staff Report
Pg.
1 Packet Pg. 210 of 314

On October 7, 2024, the City Council unanimously passed a motion authorizing the City Manager to execute a MOU with PAUSD for the purchase and lease of land at Cubberley and directed staff and a Cubberley Ad Hoc Committee to proceed with next steps including but not limited to resumption of master planning for the Cubberley site and undertaking the development of formal agreements including a new lease agreement and a purchase and sale agreement2.

ANALYSIS
Staff has negotiated an amendment with PAUSD in accordance with the MOU under the basic terms summarized below.
•Premises: As detailed in Revised Exhibit B of the Second Amendment. Room M3 is being added to the current premises leased by the City, as PAUSD will allow the City to use the space at no cost on a first-come, first-served basis as part of an agreement that allows PAUSD to use the pavilion free of charge for student gym classes. •Term: Extended through December 31, 2029. However, should the bond measure referenced in the MOU not be placed on the ballot or fail to pass, either party may terminate the lease on or after June 30, 2027. Prior to the termination date, the parties will meet and discuss alternative plans, which could include extending the termination date of the lease or entering into a new lease for a portion of PAUSD’s property. •Base Rent: Equivalent to $2,000,000 annually. Upon the PAUSD’s discontinued use of its property at the site (except access to Greendell and associated parking), base rent will increase to $2,500,000 annually. In recognition of previous disputed responsibility for PAUSD’s contribution of maintenance costs arising before the extension date, PAUSD will credit the City $1,000,000 in base rent over a six-month period starting on July 1, 2026.
•Utilities: City will continue to be responsible for all utilities. •Maintenance and Repair: City will maintain the premises it rents and the common areas on the property. City is not responsible for the maintenance of all areas of the Property that are not part of the premises or common areas. For buildings in which City leases only one (or some) rooms as part of the premises, the City will maintain the entire building except for the interior spaces of the rooms that are not part of the premises.

2 City Council, 10/7/2024, Staff Report # 2409-3500,
https://portal.laserfiche.com/Portal/DocView.aspx?id=98415&repo=r-704298fc&searchid=dd229c53-318e-4399- 8eed-614f4d79d5c7
Item 12
Item 12 Staff Report

Item 12: Staff Report
Pg.
2 Packet Pg. 211 of 314

FISCAL/RESOURCE IMPACT
Approval of this amendment extends the City’s lease of a portion of the PAUSD owned part of the Cubberley site at 4000 Middlefield Road potentially through December 31, 2029. Base rent is $2,000,000 per year to be paid in equal monthly installments and will increase to $2,500,000 per year if PAUSD discontinues use of its property at the site. FY2025 Adopted Budget and long-range financial forecast (LRFF) includes adequate rent appropriation based upon the current lease with PAUSD and future budget development will include appropriation according to this amended lease. In recognition of previous disputed responsibility for PAUSD’s contribution of maintenance costs arising before the extension date, PAUSD will credit the City $1,000,000 in base rent over a six-month period starting on July 1, 2026. The City will continue to be responsible for costs related to utilities and will assume all responsibility for maintenance and associated costs for both leased and common areas.

STAKEHOLDER ENGAGEMENT
Following execution of the MOU, PAUSD and City staff worked together to reach agreement on this amendment in alignment with the MOU. This agreement will be scheduled for the PAUSD Board’s approval at their December 17, 2024 meeting.

ENVIRONMENTAL REVIEW
Council action on this item is not a project as defined by the California Environmental Quality Act (CEQA) because amending a lease is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. CEQA Guidelines section 15378(b)(5).

ATTACHMENTS
Attachment A: Second Amendment to Lease Agreement by and Between Palo Alto Unified School District as Landlord and City of Palo Alto, a California Chartered Municipal Corporation as Tenant
APPROVED BY:

Lauren Lai, Administrative Services Director
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Item 12 Staff Report

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SECOND AMENDMENT TO

LEASE AGREEMENT BY AND BETWEEN PALO ALTO UNIFIED SCHOOL

DISTRICT AS LANDLORD AND CITY OF PALO ALTO, A CALIFORNIA

CHARTERED MUNICIPAL CORPORATION AS TENANT
THIS SECOND AMENDMENT TO LEASE AGREEMENT (“Second Amendment”) is made and entered into as of the date of its full execution, by and between Palo Alto Unified School District (“Landlord”) and City of Palo Alto, a California chartered municipal corporation (“Tenant”). Landlord and Tenant are collectively referred to herein as the “Parties”.

RECITALS

A. Landlord and Tenant are parties to that certain Lease, dated July 1, 2020, as amended by that certain First Amendment to and Partial Termination of Lease Agreement, dated June 28, 2022 (collectively, the “Lease”);

B. Pursuant to the Lease, Landlord has leased to Tenant comprising approximately 51,846 square feet of rentable building area and 15.94 acres of outdoor recreational area (“Premises”) of the Cubberley School (“Property”);

C. The Term under the Lease expires on December 31, 2024;

D. On October 28, 2024, the Parties executed a Memorandum of Understanding (“MOU”) setting forth the Parties’ mutual understanding of the steps each would take pursue the redevelopment of the Cubberley Community Center and District schools. The MOU, set forth in Exhibit C attached to this Second Amendment, contemplates the Parties would execute an extension to the Term under the Lease;

E. The Parties desire to extend the Term under the Lease on the following terms and conditions.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:

SECTION 1. The following attachments to the Lease are hereby amended and replaced and each is hereby incorporated in full into this Second Amendment and into the Lease by this reference as follows:

Basic Lease Information of the Lease is hereby amended to read as set forth in Exhibit A to this Second Amendment;
Exhibit B of the Lease (Premises) is hereby amended to read as set forth in Revised Exhibit B to this Second Amendment.

SECTION 2. Section 2.1 (Premises) of Article 2 (Premises) of the Lease is amended to read as follows:

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​​Attachment A - Second
Amendment to Lease
Agreement by and
Between Palo Alto
Unified School District as
Landlord and City of Palo
Alto, a California
Chartered Municipal
Corporation as Tenant​

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2.1 Premises. The Premises demised by this Lease are as specified in the Basic Lease Information. The Premises have the address and contain the square footage specified in the Basic Lease Information; provided, however, that any statement of square footage set forth in this Lease is an approximation which Landlord and Tenant agree is reasonable and no economic terms based thereon shall be subject to revision whether or not the actual square footage is more or less. Tenant shall have the right to reduce the Premises by surrendering the S Building back to Landlord upon 30 days written notice.

The portion of the Property including, but not limited to, parking, walkways, and other portions of the Property which are non-exclusive are collectively referred to herein as the “Common Areas”. Tenant shall have the non-exclusive right during the Term to use the Common Areas along with others having the right to use the Common Areas. Landlord shall have exclusive use of the restrooms in Building A and B.

SECTION 3. Article 3. (Term) of the Lease is amended to read as follows:

3. T
ERM. The term of this Lease (“Term”) shall be for the period specified in the Basic Lease Information, commencing on the Commencement Date (“Commencement Date”). This Lease shall terminate at midnight on December 31, 2029 (“Expiration Date”), unless sooner terminated or extended as hereinafter provided.

SECTION 4. Paragraphs (b) and (c) are added to Section 4.1 (Base Rent) of Article 4 (Rent) as follows:

(b) If Landlord discontinues its use of the Property and Tenant and Landlord agree that Tenant shall lease the full Property, the Base Rent shall be $2,500,000 per year.

Landlord shall provide Tenant with written notice of its decision to discontinue its use of the Property at least ninety (90) days in advance of such discontinuance. If written notice is not provided at least ninety (90) days in advance, the increase in Base Rent shall not increase until 90 days from the date of the written notice. Notwithstanding the foregoing, Landlord shall retain a right of access to and parking for Greendell School.
(c) Landlord shall provide Tenant with a credit of $1,000,000 for disputed maintenance costs incurred prior to December 31, 2024. The credit shall be provided against the Base Rent in six equal monthly installments of $166,666.67 each, commencing on July 1, 2026.

SECTION 5. Section 8.1 (Maintenance and Repair by Tenant) of Article 8 (Maintenance and Repair of Premises) of the Lease shall be amended to read as follows:

8.1 Maintenance and Repair by Tenant. Tenant shall maintain the Premises and Common Areas on the Property in substantially the same condition as of the Extension Date of this Lease Term. (Tenant is not responsible for the maintenance of all areas of the Property that are not part of the Premises or Common Areas). For buildings in which Tenant leases only one (or some) rooms as part of the Premises, the Tenant shall maintain the entire building except for the interior spaces of the rooms that are not part of the Premises. Tenant’s repair and maintenance obligations include, without limitation, repairs to: all interior and exterior work and Common Areas on the Property, and all janitorial, pest control, plumbing, fire sprinkler, sewage, Item 12
​​Attachment A - Second
Amendment to Lease
Agreement by and
Between Palo Alto
Unified School District as
Landlord and City of Palo
Alto, a California
Chartered Municipal
Corporation as Tenant​

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heating, ventilation, air-conditioning, roof repair and replacement, electrical and lighting facilities, irrigation systems, fences, landscaping, litter collection and removal. Tenant shall further, at its own costs and expense, repair or restore any damage or injury to all or any part of the Property caused by Tenant or Tenant’s agents, employees, invitees, licensees, visitors or contractors, including but not limited to repairs or replacements necessitated by (i) the construction or installation of Alterations to the Premises by or on behalf of Tenant; (ii) the moving of any property into or out of the Premises; or Tenant’s use and occupancy of the Premises. In the event that any law, regulation or mandate requires the expenditure in excess of $250,000 to bring the Property, or any portion thereof, into compliance the Parties shall negotiate in good faith a cost sharing agreement as between Landlord and Tenant for any amount in excess of $250,000. If no agreement is reached after ninety (90) days from the commencement of negotiations, the Parties agree to resolve the matter through the option available in Section 22.7 of this Lease.

SECTION 6. Section 19.4 is hereby added to Article 19 (Early Termination by Tenant) of the Lease to read as follows:

19.4 Bond Measure. The Parties acknowledge Tenant’s intention to submit a bond measure for voter approval to fund the purchase and redevelopment of a portion of the Property in November 2026. The bond measure is contingent on Landlord and Tenant each creating certain planning documents prior to the election. If such bond measure is not placed on the ballot by the statewide November election of 2026, or if it is placed on the ballot and the measure is not approved, either party may terminate this Lease early with an effective termination date on or after June 30, 2027. The party seeking to terminate this Lease shall give the other party at least one hundred eighty (180) days written notice prior to the effective termination date. Prior to the termination date, the Parties will meet at least once in good faith to discuss alternative plans.

SECTION 7. This Second Amendment is subject to the following terms:

This Second Amendment sets forth the entire agreement between the Parties with respect to the matters set forth herein. There have been no additional oral or written representations or agreements.

7.2 Except as herein modified or amended, the provisions, conditions and terms of the Lease shall remain unchanged and in full force and effect. In the case of any inconsistency between the provisions of the Lease and this Second Amendment, the provisions of this Second Amendment shall govern and control. The capitalized terms used in this Second Amendment shall have the same definitions as set forth in the Lease to the extent that such capitalized terms are defined therein and not redefined in this Second Amendment.

7.3 Each party represents and warrants that it has not dealt with any broker or agent in the negotiation for or the obtaining of this Second Amendment, and agrees to reimburse, indemnify, save, defend (at the indemnified party’s option and with counsel reasonably acceptable to the indemnified party, at the indemnifying party’s sole cost and expense) and hold harmless the other party for, from and against any and all cost or liability for compensation claimed by any other broker or agent employed or engaged by it or claiming to have been employed or engaged by it.

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​​Attachment A - Second
Amendment to Lease
Agreement by and
Between Palo Alto
Unified School District as
Landlord and City of Palo
Alto, a California
Chartered Municipal
Corporation as Tenant​

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7.4 As of the Execution Date, each party represents and warrants to the other party that, to its actual knowledge, (i) Landlord and Tenant are not in default of any of their respective obligations under the Lease and (ii) no event has occurred that, with the passage of time or the giving of notice (or both) would constitute a default by either Landlord or Tenant thereunder.

7.5 Each signatory of this Second Amendment represents hereby that he or she has the authority to execute and deliver the same on behalf of the party hereto for which such signatory is acting.

IN WITNESS WHEREOF, Landlord and Tenant have entered into and executed this Second Amendment as of the last date of signature.

LANDLORD:

Palo Alto Unified School District

By: ______________________________
Name: ____________________________
Title: _____________________________
Dated: ____________________________

TENANT:

City of Palo Alto,
a California chartered municipal corporation

By: ______________________________
Name: ____________________________
Title: City Manager or Designee
Dated: ____________________________

Approved as to form:

______________________________
Tim Shimizu
Assistant City Attorney
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​​Attachment A - Second
Amendment to Lease
Agreement by and
Between Palo Alto
Unified School District as
Landlord and City of Palo
Alto, a California
Chartered Municipal
Corporation as Tenant​

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Exhibit A
Revised Basic Lease Information

Lease Date: Dated as of July 1, 2020 for reference purposes only Landlord: Palo Alto Unified School District
Landlord’s Address: Palo Alto Unified School District
25 Churchill Avenue
Palo Alto, CA 94306
Attn: Superintendent of Schools
Tenant: City of Palo Alto
Tenant’s Address: City of Palo Alto
250 Hamilton Avenue
Palo Alto, CA 94301
Attn: Manager, Real Property
Property: The 27.48-acre Cubberley School consisting of approximately

15.94 acres of outdoor recreational area and an additional 11.54 acres of land improved with walkways, a parking lot, and 104,600 square feet of buildings, as depicted in Exhibit A (“Property”).

Usable Area: Approximately 807,486 square feet of area consisting of 15.94 acres (694,346 square feet) of outdoor recreational area and 104,600 square feet of buildings (“Usable Area”).

Premises: A portion of the Usable Area, as shown in Revised Exhibit B, consisting of the theater, pavilion, Gym A, Gym B, Rooms G5 and G8, City facilities within the G Building, S Building, FOPAL and fields.

Landlord will allow the use of M3 at no cost on a first-come, first-served basis as part of an agreement that allows Landlord to use the pavilion free of charge for student gym classes. Use of M3 will require compliance with a Use of Facilities permit per statute and per District processes.

Length of Term: 114 months
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​​Attachment A - Second
Amendment to Lease
Agreement by and
Between Palo Alto
Unified School District as
Landlord and City of Palo
Alto, a California
Chartered Municipal
Corporation as Tenant​

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Commencement Date: July 1, 2020
Extension Date January 1, 2025
Expiration Date: December 31, 2029
Extension Option: None
Base Rent: From and after the Extension Date, Tenant will pay to Landlord $2,000,000 annually as Base Rent. Rent shall be paid in monthly installments of $166,666.66 per Section 4.1. In recognition of previous disputed responsibility for Landlord’s contribution of maintenance costs arising before the Extension Date, Landlord will credit Tenant $1,000,000 for disputed maintenance costs incurred prior to December 31, 2024. The credit will be provided against the Base Rent in six equal monthly installments of $166,666.67 each, commencing on July 1, 2026.

If the Premises are expanded to include the entirety of the Property, Base Rent will increase to $2,500,000 annually to be paid in monthly installments of $208.333.33.

Security Deposit: $0
Permitted Use: Any use permitted by law
Brokers: None

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​​Attachment A - Second
Amendment to Lease
Agreement by and
Between Palo Alto
Unified School District as
Landlord and City of Palo
Alto, a California
Chartered Municipal
Corporation as Tenant​

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Revised Exhibit B
Premises

Exhibit is for illustration purposes only. The Property is the approximate area outlined in red.

Landlord currently occupies the areas referenced by the legend as PAUSD and has exclusive rights to the restrooms in Buildings A and B. The remaining areas are the Tenant’s Premises and Common Area.

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​​Attachment A - Second
Amendment to Lease
Agreement by and
Between Palo Alto
Unified School District as
Landlord and City of Palo
Alto, a California
Chartered Municipal
Corporation as Tenant​

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Exhibit C
Memorandum of Understanding
(see following pages)

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​​Attachment A - Second
Amendment to Lease
Agreement by and
Between Palo Alto
Unified School District as
Landlord and City of Palo
Alto, a California
Chartered Municipal
Corporation as Tenant​

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Item 12
​​Attachment A - Second
Amendment to Lease
Agreement by and
Between Palo Alto
Unified School District as
Landlord and City of Palo
Alto, a California
Chartered Municipal
Corporation as Tenant​

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Item 12
​​Attachment A - Second
Amendment to Lease
Agreement by and
Between Palo Alto
Unified School District as
Landlord and City of Palo
Alto, a California
Chartered Municipal
Corporation as Tenant​

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Public Works
Meeting Date: December 2, 2024
Report #:2410-3606
TITLE
Approval of Amendment No. 2 to Contract No. C20176877 with Schaaf & Wheeler in the Amount of $77,360 for a total not-to-exceed amount of $867,278 and Extend the Contract Term for the Corporation Way System Upgrades and Pump Station (SD-21000), West Bayshore Road Pump Station (SD-20000) and West Bayshore Trunk Line Improvements (SD-23000) Projects; CEQA Status – Exempt Under CEQA Guidelines Section 15301

RECOMMENDATION
Staff recommends that Council approve and authorize the City Manager or their designee to execute Amendment No. 2 to Contract No. C20176877 with Schaaf & Wheeler Consulting Civil Engineers for additional construction administration services in an amount not-to-exceed $77,360, including $70,327 for base services and $7,033 for additional services, resulting in a total Contract not-to-exceed amount of $867,278, and extend the Contract term through February 28, 2026, for the Corporation Way System Upgrades and Pump Station (SD-21000), West Bayshore Road Pump Station (SD-20000), and West Bayshore Road Trunk Line Improvements (SD-23000) projects.

BACKGROUND
The Corporation Way System Upgrades and Pump Station, West Bayshore Road Pump Station, and West Bayshore Road Trunk Line Improvements projects are three of the highest-priority storm drain projects identified in the City’s 2015 Storm Drain Master Plan. Design contract C20176877 was awarded to Schaaf & Wheeler Consulting Civil Engineers (Schaaf & Wheeler) on June 15, 2020.1 The original consultant’s contract had a four-year term that extended to May 30, 2024. Schaff & Wheeler was unable to complete the project by that date due to unforeseen circumstances. Delays included securing easements within private properties and obtaining project entitlement and building permit approvals. These activities took longer than expected and delayed the project design. Due to these unexpected delays, staff and consultants agreed to amend the contract and extend the term for six months. Amendment No. 1, dated March 11, 1 City Council, June 15, 2020; Agenda Item #2; SR #10992 https://portal.laserfiche.com/Portal/DocView.aspx?id=99365&repo=r-704298fc& Item 13
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2024, extended the term through November 30, 2024, per Palo Alto Municipal Code section

2.30.290, but did not include changes to scope or fee.

ANALYSIS
Amendment No. 2 (Attachment A) increases the funding for construction support based on the consultant’s 2024 rate fee schedule and extends the contract term through February 28, 2026.

The total cost associated with the rate fee increase in Amendment No. 2 is $77,360, with the total contract amount increasing from $789,918 to $867,278.

The project requires the expertise of Schaaf & Wheeler for construction support during the construction phase of the project. Staff solicited construction bids in July 2024 and no bids were received. Staff re-advertised the project and received one construction bid, but the cost was much higher than the engineer’s estimate. Staff is currently modifying the scope to bid the project for a third time.

FISCAL/RESOURCE IMPACT
Funding for the contract amendment recommended in this report is available in the Fiscal Year 2025 Adopted Capital Budget for the West Bayshore Road Pump Station (SD-20000), Corporation Way System Upgrades and Pump Station (SD-21000) and West Bayshore Trunk Line Improvements (SD-23000) projects.

STAKEHOLDER ENGAGEMENT
Staff has presented to and will continue to notify and update the Storm Water Management Oversight Committee on the progress of the three projects.

Extensive public outreach will be conducted before and during the construction phase to keep the community informed throughout the process, including flyers sent to adjacent residences and businesses, and notices posted online on Nextdoor and the City’s website.

ENVIRONMENTAL REVIEW
The project is categorically exempt from the provisions of the California Environmental Quality ACT (CEQA) under Section 15301(d) of the CEQA Guidelines.

ATTACHMENTS
Attachment A: Schaaf & Wheeler Consulting Civil Engineers, Contract C20176877, Amendment No. 2

APPROVED BY:

Brad Eggleston, Director Public Works/City Engineer
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Vers.: Aug. 5, 2019