construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided under this Agreement or at law, the City Manager may terminate this Agreement sooner upon written notice of termination. Upon receipt of any notice of suspension or termination , CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination.
19.2. In event of suspension or termination, CONSULTANT wi ll deliver to the City Manager on or before the effective date in the notice of suspension or termination, any and all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed, prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such work product is the property of CITY, as detailed in Section 14 (Ownership of Materials).
19.3. In event of suspension or termination, CONSULTANT will be paid for the Services rendered and work products delivered to CITY in accordance with the Scope of Services up to the effective date in the notice of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s S ervices provided in material 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
Docusign Envelope ID: 705C0BD3-CF46-4357-AB9C-7D113BB2D69F Item 8
Attachment A - Biggs
Cardosa Associates, Inc.
Contract C25193532
Item 8: Staff Report
Pg.
10 Packet Pg. 176 of 349
Professional Services
Rev. Oct 16,2024
To CONSULTANT: Attention of the Project Manager at the address of CONSULTANT recited on the first page of this Agreement.
CONSULTANT shall provide written notice to CITY of any change of address.
SECTION 21. CONFLICT OF INTEREST.
21.1. In executing this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ sub contractors 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 Al to 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 the CITY’s Environmentally Docusign Envelope ID: 705C0BD3-CF46-4357-AB9C-7D113BB2D69F Item 8
Attachment A - Biggs
Cardosa Associates, Inc.
Contract C25193532
Item 8: Staff Report
Pg.
11 Packet Pg. 177 of 349
Professional Services
Rev. Oct 16,2024
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, CONSULTANT shall comply with the following Zero Waste requirements:
(a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY ’s Project Manager. Any 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 CONSULTANT 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:
(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 Docusign Envelope ID: 705C0BD3-CF46-4357-AB9C-7D113BB2D69F Item 8
Attachment A - Biggs
Cardosa Associates, Inc.
Contract C25193532
Item 8: Staff Report
Pg.
12 Packet Pg. 178 of 349
Professional Services
Rev. Oct 16,2024
(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
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 Docusign Envelope ID: 705C0BD3-CF46-4357-AB9C-7D113BB2D69F Item 8
Attachment A - Biggs
Cardosa Associates, Inc.
Contract C25193532
Item 8: Staff Report
Pg.
13 Packet Pg. 179 of 349
Professional Services
Rev. Oct 16,2024
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 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 Docusign Envelope ID: 705C0BD3-CF46-4357-AB9C-7D113BB2D69F Item 8
Attachment A - Biggs
Cardosa Associates, Inc.
Contract C25193532
Item 8: Staff Report
Pg.
14 Packet Pg. 180 of 349
Professional Services
Rev. Oct 16,2024
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.
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
Docusign Envelope ID: 705C0BD3-CF46-4357-AB9C-7D113BB2D69F Item 8
Attachment A - Biggs
Cardosa Associates, Inc.
Contract C25193532
Item 8: Staff Report
Pg.
15 Packet Pg. 181 of 349
Professional Services
Rev. Oct 16,2024
EXHIBIT E: DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS
EXHIBIT F: CLAIMS FOR PUBLIC CONTRACT CODE SECTION 9204
PUBLIC WORKS PROJECTS
THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED.
Docusign Envelope ID: 705C0BD3-CF46-4357-AB9C-7D113BB2D69F Item 8
Attachment A - Biggs
Cardosa Associates, Inc.
Contract C25193532
Item 8: Staff Report
Pg.
16 Packet Pg. 182 of 349
Professional Services
Rev. Oct 16,2024
CONTRACT No. C25193532
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
BIGGS CARDOSA ASSOCIATES, INC.
Officer 1
By: ________________________________
Name: ______________________________
Title: _______________________________
Officer 2
By: ________________________________
Name: ______________________________
Title: _______________________________
Docusign Envelope ID: 705C0BD3-CF46-4357-AB9C-7D113BB2D69F Mahvash Harms
Principal, Vice President
Roy Schnabel
Principal/President
Item 8
Attachment A - Biggs
Cardosa Associates, Inc.
Contract C25193532
Item 8: Staff Report
Pg.
17 Packet Pg. 183 of 349
Professional Services
Rev. Oct 16,2024
EXHIBIT A
SCOPE OF SERVICES
CONSULTANT shall provide the Services detailed in this Exh ibit 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.
CONSULTANT shall provide as-needed, on-call Structural Engineering Consultant Services for inspection, assessment, and design for repairs to City bridges, culverts, guardrails, and other structures. Projects will be done on a task order basis. Task Order scopes, budgets, and schedules will be negotiated as projects arise.
The Scope of Services included herein provides requirements for performing on-call structural inspection, providing recommendations for short-term and long-term improvements, and designs for recommended improvements as necessary for the City’s bridge and culvert structures.
OVERVIEW
There are roughly 212 bridge and culvert structures located within and around the perimeter of the City. Of these, the City owns and maintains 173 bridge and culvert structures; 147 of those structures are inspected by the City and 26 structures are inspected by Caltrans. The remaining 39 structures are owned by other public and private entities.
CONSULTANT shall provide as-needed, on-call Structural Engineering Consultant Services for inspection/evaluation and design for improvements to the 147 City-owned structures that are not inspected by Caltrans. The City reserves the right to add or remove bridge and culvert structures to the Consultant’s task order scope for inspection and design services.
In 2017, a structural consulting firm inspected 50 city-owned bridge and culvert structures and completed a Structural Bridge Assessment study. Based on the recommendations of the study, the City established a recurring bridge inspection, maintenance, and repair program in fiscal year 2020. This program includes on-going inspections of the bridge and culvert structures, recommendations for repairs, and maintenance to meet functional and structural improvements in accordance with industry standards. In 2022-2024, City’s structural engineering consultant performed recurring/additional inspections of bridge structures. Completed reports will be provided to the Consultant as needed to be referenced as a preliminary basis for further evaluation or repair of the structures that were previously inspected. Consultant shall follow a similar format for all bridge assessment reports prepared.
Docusign Envelope ID: 705C0BD3-CF46-4357-AB9C-7D113BB2D69F Item 8
Attachment A - Biggs
Cardosa Associates, Inc.
Contract C25193532
Item 8: Staff Report
Pg.
18 Packet Pg. 184 of 349
Professional Services
Rev. Oct 16,2024
SPECIFIC QUALIFICATION
The C ONSULTANT must be able to provide design disciplines or expertise in -house in the following discipline(s):
• Structural Engineering
The CONSULTANT must be able to provide the services of the following disciplines, either in - house or through the use of subconsultants:
1. Geotechnical Engineering
2. Mechanical Engineering
3. Architecture
4. Historical building design/remodel
5. Electrical Engineering
6. Civil Engineering
7. Landscape Architecture
8. Acoustical Engineering
9. Construction Cost Estimating
10. Construction Management
TASK ORDERS
CONSULTANT shall perform Structural Engineering Consultant services on a task order basis for a term up to three (3) years and with a maximum compensation not to exceed $250,000 per year.
No work shall be performed without a task order; more than one task order may be open at a time.
Task orders will be developed for specific projects by the City department requesting the work and a fee and schedule negotiated with the Consultant. The City reserves the right to issue a stand - alone RFP for any project at any time.
SCOPE OF WORK
All services to be performed by the C ONSULTANT shall be documented in a Task Order to be executed by CONSULTANT and City. The Consultant may be asked to work on more than one project at a time. The scope of services for bridges and culverts structural inspections and assessment may include but is not limited to the following:
• Review available information.
• Determine inspections and evaluation methodologies in accordance with industry standards and prioritize structures for inspections, repair and rehabilitation. • Conduct site visits.
• Perform visual inspections, prepare photo log, and document evidence of structure condition/deterioration.
• Identify structural and functional deficiencies, and potential mitigation measures. • Recommend short-term and long -term improvements including repair, rehabilitation and replacement needs and frequency for future inspections. • Develop concept level designs for recommended improvements as necessary. • Provide potential order of magnitude costs for recommended improvements. • Prepare inspections, condition assessment, and basis of design reports. • Prepare plans, specifications, and estimates for the structures selected by the City for Docusign Envelope ID: 705C0BD3-CF46-4357-AB9C-7D113BB2D69F Item 8
Attachment A - Biggs
Cardosa Associates, Inc.
Contract C25193532
Item 8: Staff Report
Pg.
19 Packet Pg. 185 of 349
Professional Services
Rev. Oct 16,2024
repairs based on the findings from the inspections.
• Provide construction administration services as needed for structures repairs and replacement projects.
The City may also request the consultant to provide structural evaluations, calculations, and design and construction administration services for other City structures as needed.
Docusign Envelope ID: 705C0BD3-CF46-4357-AB9C-7D113BB2D69F Item 8
Attachment A - Biggs
Cardosa Associates, Inc.
Contract C25193532
Item 8: Staff Report
Pg.
20 Packet Pg. 186 of 349
Professional Services
Rev. Oct 16,2024
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: 705C0BD3-CF46-4357-AB9C-7D113BB2D69F Item 8
Attachment A - Biggs
Cardosa Associates, Inc.
Contract C25193532
Item 8: Staff Report
Pg.
21 Packet Pg. 187 of 349
Professional Services
Rev. Oct 16,2024
EXHIBIT B
SCHEDULE OF PERFORMANCE
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: 705C0BD3-CF46-4357-AB9C-7D113BB2D69F Item 8
Attachment A - Biggs
Cardosa Associates, Inc.
Contract C25193532
Item 8: Staff Report
Pg.
22 Packet Pg. 188 of 349
Professional Services
Rev. Oct 16,2024
EXHIBIT C
COMPENSATION
CITY agrees to compensate CONSULTANT for the S ervices 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 Services, 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 reimbursable under this section , will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are: outside printing and reproduction costs, courier delivery/shipping charges, potholing services, geotechnical borings, and permit fees up to the total not-to - exceed amount of: $2,000.00.
A. Travel outside the San Francisco Bay A rea, including transportation and meals , if specified as reimbursable, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses.
B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges, if specified as reimbursable, will be reimbursed at actual cost.
All requests for reimbursement of expenses, if any are specified as reimbursable under this section, shall be accompanied by appropriate backup documentation and information.
Docusign Envelope ID: 705C0BD3-CF46-4357-AB9C-7D113BB2D69F Item 8
Attachment A - Biggs
Cardosa Associates, Inc.
Contract C25193532
Item 8: Staff Report
Pg.
23 Packet Pg. 189 of 349
Professional Services
Rev. Oct 16,2024
EXHIBIT C-1
SCHEDULE OF RATES
CONSULTANT’s schedule of rates is as follows:
Docusign Envelope ID: 705C0BD3-CF46-4357-AB9C-7D113BB2D69F Item 8
Attachment A - Biggs
Cardosa Associates, Inc.
Contract C25193532
Item 8: Staff Report
Pg.
24 Packet Pg. 190 of 349
Professional Services
Rev. Oct 16,2024
SUBCONSULTANTS:
Docusign Envelope ID: 705C0BD3-CF46-4357-AB9C-7D113BB2D69F Item 8
Attachment A - Biggs
Cardosa Associates, Inc.
Contract C25193532
Item 8: Staff Report
Pg.
25 Packet Pg. 191 of 349
Professional Services
Rev. Oct 16,2024
Docusign Envelope ID: 705C0BD3-CF46-4357-AB9C-7D113BB2D69F Item 8
Attachment A - Biggs
Cardosa Associates, Inc.
Contract C25193532
Item 8: Staff Report
Pg.
26 Packet Pg. 192 of 349
Professional Services
Rev. Oct 16,2024
Docusign Envelope ID: 705C0BD3-CF46-4357-AB9C-7D113BB2D69F Item 8
Attachment A - Biggs
Cardosa Associates, Inc.
Contract C25193532
Item 8: Staff Report
Pg.
27 Packet Pg. 193 of 349
Professional Services
Rev. Oct 16,2024
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.
Docusign Envelope ID: 705C0BD3-CF46-4357-AB9C-7D113BB2D69F Item 8
Attachment A - Biggs
Cardosa Associates, Inc.
Contract C25193532
Item 8: Staff Report
Pg.
28 Packet Pg. 194 of 349
Professional Services
Rev. Oct 16,2024
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:
Docusign Envelope ID: 705C0BD3-CF46-4357-AB9C-7D113BB2D69F Item 8
Attachment A - Biggs
Cardosa Associates, Inc.
Contract C25193532
Item 8: Staff Report
Pg.
29 Packet Pg. 195 of 349
Professional Services
Rev. Oct 16,2024
EXHIBIT E
DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS
This Exhibit shall apply only to a contract for public works construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement with CONSULTANT without proof that CONSULTANT and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. City requires CONSULTANT and its listed subcontractors, if any, to comply with all applicable requirements of the California Labor Code including but not limited to Labor Code Sections 1720 through 1861, and all applicable related regulations , including but not limited to Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq., as amended from time to time. This Exhibit E applies in addition to the provisions of Section 26 (Prevailing Wages and DIR Registration for Public Works Contracts) of the Agreement.
CITY provides notice to CONSULTANT of the requirements of California Labor Code S ection 1771.1(a), which reads:
“A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.”
This Project is subject to compliance monitoring and enforcement by DIR . All contractors must be registered with DIR per Labor Code Section 1725.5 in order to submit a bid. All subcontractors must also be registered with DIR. No contractor or subcontractor may be awarded a contract for public work on a public works project unless registered with DIR . Additional information regarding public works and prevailing wage requirements is available on the DIR w eb site (see e.g. http://www.dir.ca.gov) as amended from time to time.
CITY gives notice to CONSULTANT and its listed subcontractors that CONSULTANT is required to post all job site notices prescribed by law or regulation.
CONSULTANT shall furnish certified payroll records directly to the Labor Commissioner (DIR) in accordance with Subchapter 3, Title 8 of the California Code of Regulations Section 16461 (8 CCR Section 16461).
CITY requires CONSULTANT and its listed subcontractors to comply with the requirements of Labor Code Section 1776, including but not limited to:
Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, CONSULTANT and its listed subcontractors, in connection with the Project.
Docusign Envelope ID: 705C0BD3-CF46-4357-AB9C-7D113BB2D69F Item 8
Attachment A - Biggs
Cardosa Associates, Inc.
Contract C25193532
Item 8: Staff Report
Pg.
30 Packet Pg. 196 of 349
Professional Services
Rev. Oct 16,2024
The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of CONSULTANT and its listed subcontractors, respectively.
At the request of CITY, acting by its P roject Manager, CONSULTANT and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the CITY Project Manager within ten (10) days of receipt of CITY’s request.
CITY requests CONSULTANT and its listed subcontractors to submit the certified payroll records to CITY’s Project Manager at the end of each week during the Project.
If the certified payroll records are not provided as required within the 10 -day period, then CONSULTANT and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and CITY shall withhold the sum total of penalties from the progress payment(s) then due and payable to CONSULTANT.
Inform CITY’s Project Manager of the location of CONSULTANT’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to CITY’s Project Manager within five (5) business days of any change of location of those payroll records.
Eight (8) hours labor constitutes a legal day’s work. CONSULTANT shall forfeit as a penalty to CITY, $25.00 for each worker employed in the execution of the Agreement by CONSULTANT or any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day or forty (40) hours in any one calendar week in violation of the provisions of the Labor Code, and in particular, Sections 1810 through 1815 thereof, except that work performed by employees of CONSULTANT or any subcontractor in excess of eight (8) hours per day, or forty (40) hours during any one week, shall be permitted upon compensation for all hours worked in excess of eight (8) hours per day, or forty (40) hours per week, at not less than one and one -half (1&1/2) times the basic rate of pay, as provided in Section 1815.
CONSULTANT shall secure the payment of workers’ compensation to its employees as provided in Labor Code Sections 1860 and 3700 (Labor Code 1861). CONSULTANT shall sign and file with the CITY a statutorily prescribed statement acknowledging its obligation to secure the payment of workers’ compensation to its employees before beginning work (Labor Code 1861).
CONSULTANT shall post job site notices per regulation (Labor Code 1771.4(a)(2)).
CONSULTANT shall comply with the statutory requirements regarding employment of apprentices including without limitation Labor Code Section 1777.5. The statutory provisions will be enforced for penalties for failure to pay prevailing wages and for failure to comply with wage and hour laws.
Docusign Envelope ID: 705C0BD3-CF46-4357-AB9C-7D113BB2D69F Item 8
Attachment A - Biggs
Cardosa Associates, Inc.
Contract C25193532
Item 8: Staff Report
Pg.
31 Packet Pg. 197 of 349
Professional Services
Rev. Oct 16,2024
EXHIBIT F
CLAIMS FOR PUBLIC CONTRACT CODE SECTION 9204 PUBLIC WORKS
PROJECTS
The provisions of this Exhibit are provided in compliance with Public Contract Code Section 9204; they provide the exclusive procedures for any claims pursuant to Public Contract Code Section 9204 related to the Services performed under this Agreement.
1. Claim Definition. “Claim” means a separate demand by the Contractor sent by registered mail or certified mail with return receipt requested, for one or more of the following:
(A) A time extension, including, without limitation, for relief from damages or penalties for delay assessed by the City.
(B) Payment by the City of money or damages arising from the Services performed by, or on behalf of, the Contractor pursuant to the Agreement and payment for which is not otherwise expressly provided or to which the Contractor is not otherwise entitled. (C) Payment of an amount that is disputed by the City.
2. Claim Process.
(A) Timing. Any Claim must be submitted to City in compliance with the requirements of this Exhibit no later than fourteen (14) days following the event or occurrence giving rise to the Claim. This time requirement is mandatory; failure to submit a Claim within fourteen (14) days will result in its being deemed waived.
(B) Submission . The Claim must be submitted to City in writing, clearly identified as a “Claim” submitted pursuant to this Exhibit, and must include reasonable documentation substantiating the Claim. The Claim must clearly identify and describe the dispute, including relevant references to applicable portions of the Agreement, and a chronology of relevant events.
Any Claim for additional payment must include a complete, itemized breakdown of all labor, materials, taxes, insurance, and subcontract, or other costs. Substantiating documentation such as payroll records, receipts, invoices, or the like, must be submitted in support of each claimed cost.
Any Claim for an extension of time or delay costs must be substantiated with schedule analysis and narrative depicting and explaining claimed time impacts.
(C) Review . Upon receipt of a Claim in compliance with this Exhibit, the City shall conduct a reasonable review of the Claim and, within a period not to exceed 45 days from receipt, shall provide the Contractor a written statement identifying what portion of the Claim is disputed and what portion is undisputed. Upon receipt of a Claim, the City and Contractor may, by mutual agreement, extend the time period provided in this paragraph 2.
(D) If City Council Approval Required. If the City needs approval from the City Council to provide the Contractor a written statement identifying the disputed portion and the undisputed portion of the Claim, and the City Council does not meet within the 45 days or within the mutually agreed to extension of time following receipt of a Claim sent by registered mail or certified mail, return receipt requested, the City shall have up to three days following the next duly publicly noticed meeting of the City Council after the 45 -day period, or extension, expires to provide the Contractor a written statement identifying the disputed portion and the undisputed portion.
Docusign Envelope ID: 705C0BD3-CF46-4357-AB9C-7D113BB2D69F Item 8
Attachment A - Biggs
Cardosa Associates, Inc.
Contract C25193532
Item 8: Staff Report
Pg.
32 Packet Pg. 198 of 349
Professional Services
Rev. Oct 16,2024
(E) Payment. Any payment due on an undisputed portion of the Claim shall be processed and made within 60 days after the City issues its written statement. If the City fails to issue a written statement, paragraph 3, below, shall apply.
3. Disputed Claims
(A) Meet and Confer. If the Contractor disputes the City's written response, or if the City fails to respond to a Claim submitted pursuant to this Exhibit within the time prescribed, the Contractor may demand in writing an informal conference to meet and confer for settlement of the issues in d ispute. Upon receipt of a demand in writing sent by registered mail or certified mail, return receipt requested, the City shall schedule a meet and confer conference within 30 days for settlement of the dispute. Within 10 business days following the conclusion of the meet and confer conference, if the Claim or any portion of the Claim remains in dispute, the City shall provide the Contractor a written statement identifying the portion of the Claim that remains in dispute and the portion that is undisputed. Any payment due on an undisputed portion of the Claim shall be processed and made within 60 days after the City issues its written statement.
(B) Mediation . Any remaining disputed portion of the Claim, as identified by the Contractor in writing, shall be submitted to nonbinding mediation, with the City and the Contractor sharing the associated costs equally. The City and Contractor shall mutually agree to a mediator within 10 business days after the disputed portion of the Claim has been identified in writing by the Contractor. If the parties cannot agree upon a mediator, each party shall select a mediator and those mediators shall select a qua lified neutral third party to mediate the disputed portion of the Claim. Each party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator. If mediation is unsuccessful, the parts of the Cl aim remaining in dispute shall be subject to any other remedies authorized by the Agreement and laws.
(i) For purposes of this paragraph 3.B, mediation includes any nonbinding process, including, but not limited to, neutral evaluation or a dispute review board, in which an independent third party or board assists the parties in dispute resolution through negotiation or by issuance of an evaluation.
Any mediation utilized shall conform to the timeframes in this section.
(ii) Unless otherwise agreed to by the City and the Contractor in writing, the mediation conducted pursuant to this section shall excuse any further obligation, if any, under Public Contract Code Section 20104.4 to mediate after litigation has been commenced.
4. City’s Failure to Respond. Failure by the City to respond to a Claim from the Contractor within the time periods described in this Exhibit or to otherwise meet the time requirements of this Exhibit shall result in the Claim being deemed rejected in its entirety. A Claim that is denied by reason of the City's failure to have responded to a Claim, or its failure to otherwise meet the time requirements of this Exhibit, shall not constitute an adverse finding with regard to the merits of the Claim or the responsibility or qualifications of the Contractor.
5. Interest. Amounts not paid in a timely manner as required by this section shall bear interest at seven (7) percent per annum.
Docusign Envelope ID: 705C0BD3-CF46-4357-AB9C-7D113BB2D69F Item 8
Attachment A - Biggs
Cardosa Associates, Inc.
Contract C25193532
Item 8: Staff Report
Pg.
33 Packet Pg. 199 of 349
Professional Services
Rev. Oct 16,2024
6. Approved Subcontractor Claims . If an approved subcontractor or a lower tier subcontractor lacks legal standing to assert a Claim against the City because privity of contract does not exist, the Contractor may present to the City a Claim on behalf of a subcontractor or lower tier subcontractor. A subcontractor may request in writing, either on his or her own behalf or on behalf of a lower tier subcontractor, that the Contractor present a Claim for work which was performed by the subcontractor or by a lower tier subcontractor on behalf of the subcontractor.
The subcontractor requesting that the Claim be presented to the City shall furnish reasonable documentation to support the Claim. Within 45 days of receipt of this written request, the Contractor shall notify the subcontractor in writing as to whether the Contractor presented the claim to the City and, if the Contractor did not present the claim, provide the subcontractor with a statement of the reasons for not having done so.
7. Waiver of Provisions . A waiver of the rights granted by Public Contract Code Section 9204 is void and contrary to public policy, provided, however, that (1) upon receipt of a Claim, the parties may mutually agree to waive, in writing, mediation and proceed directly to the commencement of a civil action or binding arbitration, as applicable; and (2) the City may prescribe reasonable change order, claim, and dispute resolution procedures and requirements in addition to the provisions of Public Contract Code Section 9204, so long as the contractual provisions do not conflict with or otherwise impair the timeframes and procedures set forth in this section.
Docusign Envelope ID: 705C0BD3-CF46-4357-AB9C-7D113BB2D69F Item 8
Attachment A - Biggs
Cardosa Associates, Inc.
Contract C25193532
Item 8: Staff Report
Pg.
34 Packet Pg. 200 of 349
City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: City Clerk
Meeting Date: May 12, 2025
Report #:2503-4417
TITLE
Approval of Two Professional Services Contracts, No. C25192359A with the Embarcadero Media Foundation and C25192359B with San Francisco Daily dba The Daily Post, in an Amount Not to Exceed $425,000 in Total for Legal Advertising Services for a Period of 5 Years; CEQA Status - Not a Project
RECOMMENDATION
Staff recommends that the City Council approve and authorize the City Manager or designee to execute Contract No. C25192359A with the Embarcadero Media Foundation (Attachment A) and C25192359B with San Francisco Daily dba The Daily Post (Attachment B) to provide legal advertising services for a term of 5 years and a total amount not-to-exceed $425,000.
BACKGROUND
The City currently contracts with the Embarcadero Media Foundation and San Francisco Daily dba The Daily Post (”the Daily Post”) for a variety of advertising services, including:
•Legally required notices
•Advertising for Boards, Commissions, and Committees recruitments •Notice of City-sponsored community events such as the City Council Reorganization and State of the City
State law and the Palo Alto Municipal Code require the City Clerk to publish certain notices in newspapers of general circulation. These include notices of legislative body meeting agendas, local elections, annual budget and municipal fee schedule adoption, public hearings, recently adopted ordinances. Staff advertises online and/or in the paper edition of both publications. Per Santa Clara County Superior Court 1, the Daily Post and Palo Alto Weekly are newspapers of general circulation serving Palo Alto.
1 Listing of Newspapers of General Circulation https://santaclara.courts.ca.gov/system/files/forms/pb-4000.pdf Item 9
Item 9 Staff Report
Item 9: Staff Report
Pg.
1 Packet Pg. 201 of 349
The Embarcadero Media Foundation publishes a hard copy of the Palo Alto Weekly newspaper once a week and posts online to Palo Alto Online. The Daily Post publishes a hard copy newspaper five days a week (Monday, Wednesday, Thursday, Friday, weekend) and posts online.
ANALYSIS
Solicitation Process
The City posted a request for proposals (RFP) on OpenGov, the City’s eProcurement platform, and 3,276 vendors were notified. The solicitation was posted for 35 days, and two proposals were received. The solicitation was closed on January 21, 2025.
Table 1: Summary of Request for Proposal
Proposal Description Legal Advertising RFP192359
Proposed Length of Project 5 years
Number of Vendors Notified 3,276
Number of Proposal Packages Downloaded 17
Total Days to Respond to Proposal 35 days
Pre-Proposal Meeting No
Pre-Proposal Meeting Date N/A
Number of Proposals Received 2
Proposal Price Range $149,625 - $247,380
Public Link to Solicitation https://procurement.opengov.com/portal/palo- alto-ca/projects/135188
Following a competitive evaluation of the proposals, staff selected both the Embarcadero Media Foundation and the Daily Post. They were selected because of the quality of their services and performance record of previous work with the City. Contracting with both vendors enables staff to reach a larger audience than contracting with a single vendor. Staff uses discretion on which notices are published in one or both locations. The total not-to-exceed amount of $425,000 will be split between the two vendors. Staff will ensure that the combined compensation will not exceed $85,000 per year.
FISCAL/RESOURCE IMPACT
Funding for the contract is included in the Office of the City Clerk’s Fiscal Year 2026 Operating Budget.
STAKEHOLDER ENGAGEMENT
The RFP was posted on the OpenGov eProcurement platform.
Item 9
Item 9 Staff Report
Item 9: Staff Report
Pg.
2 Packet Pg. 202 of 349
ENVIRONMENTAL REVIEW
Council action on this item is not a project as defined by CEQA because approval of legal advertising contracts services 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: Embarcadero Media Foundation, Contract C25192359A Attachment B: San Francisco Daily dba The Daily Post, Contract C25192359B APPROVED BY:
Mahealani Ah Yun, City Clerk
Item 9
Item 9 Staff Report
Item 9: Staff Report
Pg.
3 Packet Pg. 203 of 349
Professional Services
Rev. Oct 16,2024
CITY OF PALO ALTO CONTRACT NO. C25192359A
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND THE EMBARCADERO MEDIA
FOUNDATION
This Agreement for Professional Services (this “Agreement”) is entered into as of the 12th day of May, 2025 (the “Effective Date”) , by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and the EMBARCADERO MEDIA FOUNDATION, a California Corporation , located at 2345 Yale Street, FL 1 , Palo Alto, CA 94306 (“CONSULTANT”).
The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference:
RECITALS
A. CITY intends to publish legally r equired notices and/or display advertisements (the “Project”) and desires to engage a consultant to provide legally require notice publication services and/or display advertisement publication services in connection with the Project ( the “Services”, as detailed more fully in Exhibit A).
B. CONSULTANT represents that it, its employees and subconsultants, if any, possess the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services.
C. CITY, in reliance on these representations , desires to engage CONSULTANT to provide the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree as follows:
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit A in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY.
Optional On-Call Provision (This provision only applies if checked and only applies to on-call agreements.)
CITY may elect to, but is not required to, authorize on-call Services up to the maximu m compensation amount set forth in Section 4 (Not to Exceed Compensation).
CONSULTANT shall provide on -call Services only by advanced, written authorization from CITY as detailed in this Section. On-call Services, if any, shall be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially Docusign Envelope ID: 292336D3-8044-4532-831A-358A809633AD Item 9
Attachment A -
Embarcadero Media
Foundation, Contract
C25192359A
Item 9: Staff Report
Pg.
4 Packet Pg. 204 of 349
Professional Services
Rev. Oct 16,2024
the same form as Exhibit A -1 entitled “PROFESSIONAL SERVICES T ASK 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 on-call Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.
To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully exec uted Task Order shall become part of this Agreement. The cumulative total compensation due to CONSULTANT for all Task Orders issued under this Agreement shall not exceed the amount of compensation set forth in Section 4. CONSULTANT shall only be compensated for on -call Services performed under an authorized Task Order and only up to the maximum compensation amount set forth in Section 4. Performance of and payment for any on-call Services are subject to all requirements and restrictions in this Agreement.
SECTION 2. TERM.
The term of this Agreement shall be from July 1,2025 through June 30, 2030 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT.
CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION . The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Eighty-Five Thousand Dollars ($85,000) per contract year, however, CITY and CONSULTANT understands and agree that the compensation paid to CONSULTANT likely will be less than $85,000 per contract year, as CITY has appropriated that amount to payments to be made under two on -call contracts, of which this Agreement is one. The two on-call contracts shall be administered by the City Clerk’s Department to ensure the total aggregate of compensation paid per contract year for the on -call Services to be provided across both contracts will not exceed Eighty -Five Thousand Dollars ($85,000.00), with a total not to exceed contract amount of Four Hundred Twenty-Five Thousand Dollars ($ 425,000) over the term of the Agreement. The applicable rate schedule by which Docusign Envelope ID: 292336D3-8044-4532-831A-358A809633AD Item 9
Attachment A -
Embarcadero Media
Foundation, Contract
C25192359A
Item 9: Staff Report
Pg.
5 Packet Pg. 205 of 349
Professional Services
Rev. Oct 16,2024
CONSULTANT will be paid for Services rendered under this Agreement is set out at Exhibit “C- 1”, entitled SCHEDULE OF RATES”. Any work performed or expense s incurred for which payment would result in a total exceeding the maximum compensation as set forth herein shall be at no cost to the CITY.
The CITY is hiring two (2) consultants, neither of whom, including the CONSULTANT under this Agreement, is guaranteed or assured of any minimum quantity of work to be performed. If work is performed by any one or more such consultants, CITY will ensure that total compensation to all such consultants will not exceed in the aggregate $425,000 over the term of the Agreement.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the Services performed and the applicable charges (including , if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 1 3 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it , its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances.
SECTION 7. COMPLIANCE WITH LAWS . CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to 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 Docusign Envelope ID: 292336D3-8044-4532-831A-358A809633AD Item 9
Attachment A -
Embarcadero Media
Foundation, Contract
C25192359A
Item 9: Staff Report
Pg.
6 Packet Pg. 206 of 349
Professional Services
Rev. Oct 16,2024
project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more , CONSULTANT shall make recommendations to CITY for aligning the P roject design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which CONSULTANT performs the Services requested by CITY under this Agreement.
CONSULTANT and any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT wi ll be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities re lated to CONSULTANT’s performance of the Services, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT’s provision of the Services only, and not as to the means by which such a result is obtained.
SECTION 11. ASSIGNMENT . The parties agree that the expertise and 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 City Manager. Any purported assignment made without the prior written approval of the City Manager will be void and without effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, succes sors, executors, administrators and assignees of the parties.
SECTION 12. SUBCONTRACTING.
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 subcontr act any portion of the work to be performed under this Agreement, CONSULTANT shall be fully responsible for all acts and omissions of subcontractors.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Adam Dawes Email:
[email protected] as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day -to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment Docusign Envelope ID: 292336D3-8044-4532-831A-358A809633AD Item 9
Attachment A -
Embarcadero Media
Foundation, Contract
C25192359A
Item 9: Staff Report
Pg.
7 Packet Pg. 207 of 349
Professional Services
Rev. Oct 16,2024
of any key new or replacement personnel will be subject to the prior written approval of the CITY’s Project Manager. CONSULTANT, at CITY’ s request, shall promptly remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property.
CITY’s Project Manager is Christine Prior, City Clerk Department, 250 Hamilton Ave Palo Alto, CA, zipcode: 94301, Telephone: 650-329-2159. 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 . All 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 City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services.
SECTION 15. AUDITS . CONSULTANT agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, CONSULTANT’s records pertaining to matters covered by this Agreement, includi ng without limitation records demonstrating compliance with the requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later.
SECTION 16. INDEMNITY.
[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 othe r 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 Docusign Envelope ID: 292336D3-8044-4532-831A-358A809633AD Item 9
Attachment A -
Embarcadero Media
Foundation, Contract
C25192359A
Item 9: Staff Report
Pg.
8 Packet Pg. 208 of 349
Professional Services
Rev. Oct 16,2024
require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, i ts officers, employees, agents or contractors under this Agreement.
16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 2 9.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or parti al exercise of any right or remedy will preclude any other or further exercise of any right or remedy.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A -:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days ’ prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT ’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including Docusign Envelope ID: 292336D3-8044-4532-831A-358A809633AD Item 9
Attachment A -
Embarcadero Media
Foundation, Contract
C25192359A
Item 9: Staff Report
Pg.
9 Packet Pg. 209 of 349
Professional Services
Rev. Oct 16,2024
such damage, injury, or loss arising after the Agreement is terminated or the term has expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided under this Agreement or at law, the City Manager may terminate this Agreement sooner upon written notice of termination. Upon receipt of any notice of suspension or termination, CONSULTANT w ill 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 will 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 Services provided in material conform ity with this Agreement as such determination is made by the City Manager acting in the reasonable exercise of his/her discretion . The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25, 27, 28, 29 and 30.
19.4. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made in accordance with Section 17 (Waivers).
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the Project Manager at the address of CONSULTANT recited on the first page of this Agreement.
Docusign Envelope ID: 292336D3-8044-4532-831A-358A809633AD Item 9
Attachment A -
Embarcadero Media
Foundation, Contract
C25192359A
Item 9: Staff Report
Pg.
10 Packet Pg. 210 of 349
Professional Services
Rev. Oct 16,2024
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 financi al 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 Section 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 the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department , hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include , first, minimizing and reducing waste; second, reusing waste ; and, Docusign Envelope ID: 292336D3-8044-4532-831A-358A809633AD Item 9
Attachment A -
Embarcadero Media
Foundation, Contract
C25192359A
Item 9: Staff Report
Pg.
11 Packet Pg. 211 of 349
Professional Services
Rev. Oct 16,2024
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 par ticular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060.
SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code , as amended from time to time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement.
SECTION 2 6. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS.
26.1. This Project is not subject to prevailing wages and related requirements. CONSULTANT is not required to pay prevailing wages and meet related requirements under the California Labor Code and California Code of Regulations in the performance and implementation of the Project if the contract:
(1) is not a public works contract;
(2) is for a public works construction project of $25,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or (3) is for a public works alteration, demolition, repair, or maintenance project of $15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j).
Docusign Envelope ID: 292336D3-8044-4532-831A-358A809633AD Item 9
Attachment A -
Embarcadero Media
Foundation, Contract
C25192359A
Item 9: Staff Report
Pg.
12 Packet Pg. 212 of 349
Professional Services
Rev. Oct 16,2024
SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For purposes of this Section 27, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. (Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code Section 9204, for Public Works Projects , certain claims procedures shall apply , as set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”.
This Project is not a 9204 Public Works Project.
SECTION 28. CONFIDENTIAL INFORMATION.
28.1. In the performance of this Agreement, CONSULTANT may have access to CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of its obligations to CITY under this Agreement and for no other purpose.
CONSULTANT will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information.
Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform CONSULTANT’s obligations to CITY under this Agreeme nt and for no other purpose, provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement.
28.2. “Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil Code Section 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, d irectly or indirectly, pursuant to this Agreement. Confidential Information excludes information that CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a breach of this Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by CONSULTANT from a third party without breach of any confidentia lity obligation; (iv) is independently developed by employees of CONSULTANT without any use of or access to the Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an authorized representative of CITY.
28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that CONSULTANT will notify CITY in writing of such order immediately upon receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing 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, Docusign Envelope ID: 292336D3-8044-4532-831A-358A809633AD Item 9
Attachment A -
Embarcadero Media
Foundation, Contract
C25192359A
Item 9: Staff Report
Pg.
13 Packet Pg. 213 of 349
Professional Services
Rev. Oct 16,2024
CONSULTANT will provide information to CITY sufficient to meet the notice requ irements of Civil Code Section 1798 et seq., as applicable, as amended from time to time.
28.5. Prior to or upon termination or expiration of this Agreement, CONSULTANT will honor any request from the CITY to return or securely destroy all copies of Confidential Information. All Confidential Information is and will remain the property of the CITY and nothing contained in this Agreement grants or confers any rights to such Confidential Information on CONSULTANT.
28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions.
SECTION 29. MISCELLANEOUS PROVISIONS.
29.1. This Agreement will be governed by California law, without regard to its conflict of law provisions.
29.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California.
29.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to 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.
Docusign Envelope ID: 292336D3-8044-4532-831A-358A809633AD Item 9
Attachment A -
Embarcadero Media
Foundation, Contract
C25192359A
Item 9: Staff Report
Pg.
14 Packet Pg. 214 of 349
Professional Services
Rev. Oct 16,2024
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.
Docusign Envelope ID: 292336D3-8044-4532-831A-358A809633AD Item 9
Attachment A -
Embarcadero Media
Foundation, Contract
C25192359A
Item 9: Staff Report
Pg.
15 Packet Pg. 215 of 349
Professional Services
Rev. Oct 16,2024
CONTRACT No. C25192359A
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
THE EMBARCADERO MEDIA
FOUNDATION
Officer 1
By: ________________________________
Name: ______________________________
Title: _______________________________
Officer 2
By: ________________________________
Name: ______________________________
Title: _______________________________
Docusign Envelope ID: 292336D3-8044-4532-831A-358A809633AD CEO
Adam Dawes
Nico Navarrete
Director of Finance and Operations
Item 9
Attachment A -
Embarcadero Media
Foundation, Contract
C25192359A
Item 9: Staff Report
Pg.
16 Packet Pg. 216 of 349
Professional Services
Rev. Oct 16,2024
EXHIBIT A
SCOPE OF SERVICES
CONSULTANT shall provide the Services detailed in this Exh ibit 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 specificati ons.
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.
CONSULTANT shall provide on -call, as -needed adjudicated newspaper and display advertisement services, specifically, the publication of Legally Required Notices (defined below) and/or display advertisements, as further detailed below. The City makes no guarantee as to the number, size, or frequency of publication of any Notice and/or display advertisement. Notices and/or display advertisements will be placed on an as-needed basis. The City reserves the right to publish elsewhere as needed in City’s sole discretion.
The scope of services to be provided is further detailed as follows:
a. Publish Legally Required Notices (or “Notices”), as defined under the Definitions section below, as a Newspaper of General Circulation in the City of Palo Alto, as adjudicated by the Santa Clara County Superior Court;
b. Publish display advertisements for the City of Palo Alto;
c. Provide cost of each Notice or display advertisement and proof copy for review and approval by the City prior to publication;
d. Provide proof of publication of a Notice or display advertisement upon request within two (2) businesses days of such a request;
e. Accept and publish all Notices and/or display advertisements submitted by the City within the publication’s required lead times(s) (as provided on the Proposal Details Form) in advance of publication (as applicable, in both print and digital formats);
f. Provide invoices for services rendered on a monthly basis via electronic means;
g. Allow invoice payment on a net-30 basis;
Docusign Envelope ID: 292336D3-8044-4532-831A-358A809633AD Item 9
Attachment A -
Embarcadero Media
Foundation, Contract
C25192359A
Item 9: Staff Report
Pg.
17 Packet Pg. 217 of 349
Professional Services
Rev. Oct 16,2024
h. Maintain accounts for multiple City departments and sub -groups as requested by City departments;
i. On an annual basis, provide the circulation information for Consultant’s newspaper for the City of Palo Alto, including, but separating, circulation information for (1) print media distributions and (2) digital impressions; and
j. Maintain proof of adjudication by the Santa Clara County Court as a Newspaper of General Circulation in the City of Palo Alto for the duration of the term of the Agreement and provide proof to City upon request.
DEFINITIONS
“Legally Required Notice” –
Any notice which in whole or in part satisfies a legal requirement through publication in a newspaper or Newspaper of General Circulation pursuant to the laws of, the United States of America, the State of California, the County of Santa Clara, the City of Palo Alto, or other governmental or regulatory entity.
Examples of Legally Required Notices (subject to change):
• Uncashed checks;
• Annual appropriation (GANN) limit, Annual Budget, Municipal Fee Schedule, and Proposition 218 assessment and tax notices;
• Sale of Transferable Development Rights (TDRs);
• Sale of surplus property;
• Notice of election and other election related publications; • Agendas for legislative and various advisory bodies;
• Notice of City Council and/or Planning & Transportation Commission public hearings; and • Notices required pursuant to the California Environmental Quality Act (CEQA).
Examples of display advertisements (subject to change) not considered Legally Required Notices:
• Recruitments for City Boards, Commissions, and Committees • Announcements of City sponsored and community events; • Catalogs, newspaper inserts, special publications;
• Programmatic promotion; and
• Invitations to participate in City sponsored surveys and requests for feedback not required by law.
“Circulation” –
Vendor’s publication frequency, number of copies distributed within Palo Alto per published issue, geographic area of distribution within Palo A lto, and method of distribution within Palo Alto.
Digital circulation data is also included.
EXHIBIT A-1
Docusign Envelope ID: 292336D3-8044-4532-831A-358A809633AD Item 9
Attachment A -
Embarcadero Media
Foundation, Contract
C25192359A
Item 9: Staff Report
Pg.
18 Packet Pg. 218 of 349
Professional Services
Rev. Oct 16,2024
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: 292336D3-8044-4532-831A-358A809633AD Item 9
Attachment A -
Embarcadero Media
Foundation, Contract
C25192359A
Item 9: Staff Report
Pg.
19 Packet Pg. 219 of 349
Professional Services
Rev. Oct 16,2024
EXHIBIT B
SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services consistent with the provisions of Exhibit A (Scope of Services) of this Agreement and so as to meet the schedule set forth in each Task Order as detailed in Section 1 (Scope of Services) of this Agreement.
Docusign Envelope ID: 292336D3-8044-4532-831A-358A809633AD Item 9
Attachment A -
Embarcadero Media
Foundation, Contract
C25192359A
Item 9: Staff Report
Pg.
20 Packet Pg. 220 of 349
Professional Services
Rev. Oct 16,2024
EXHIBIT C
COMPENSATION
The CITY agrees to compensate the CONSULTANT for on-call, as-needed, time-limited project support Services performed in accordance with the terms and conditions of this Agreement based on the hourly rate schedule provided in Exhibit C-1 (“Schedule of Rates”) of this Agreement, in accordance with Section 4 of this Agreement.
The compensation to be paid to CONSULTANT under this Agreement for all Services shall not exceed the amounts stated in Section 4 of this Agreement.
Docusign Envelope ID: 292336D3-8044-4532-831A-358A809633AD Item 9
Attachment A -
Embarcadero Media
Foundation, Contract
C25192359A
Item 9: Staff Report
Pg.
21 Packet Pg. 221 of 349
Professional Services
Rev. Oct 16,2024
EXHIBIT C-1
SCHEDULE OF RATES
CONSULTANT’s schedule of rates is as follows:
Scope Contract
Year
Est. # of
Ads/year
Ad
size
Rate Est.
Compensation
Task 1 : Advertising for City Council
and Council Committee Meetings
Year #1 65 18
units
$36/unit $42,120
Year #2 65 18
units
$37/unit $43,290
Year #3 65 18
units
$38/unit $44,460
Year #4 65 18
units
$39/unit $45,630
Year #5 65 18
units
$40/unit $46,800
TOTAL NOT TO EXCEED, TASK 1
325 5850
units
$40/unit $222,300
Task 2: Advertising for Boards,
Commissions, Committees (BCC)
Recruitment
Year #1 10 10
units
$36/unit $3,600
Year #2 10 10
units
$37/unit $3,700
Year #3 10 10
units
$38/unit $3,800
Year #4 10 10
units
$39/unit $3,900
Year #5 10 10
units
$40/unit $4,000
TOTAL NOT TO EXCEED, TASK 2
50 500
units
$40/unit $19,000
Task 3: Advertising for Elections Year #1 4 8 units $36/unit $1,152 Year #2 4 8 units $37/unit $1,184
Year #3 4 8 units $38/unit $1,216
Year #4 4 8 units $39/unit $1,248
Year #5 4 8 units $40/unit $1,280
TOTAL NOT TO EXCEED, TASK 3
20 160
units
$40/unit $6,080
TOTAL NOT TO EXCEED (TASKS
1 – 3)
395 6510
units
$40/unit $247,380
Docusign Envelope ID: 292336D3-8044-4532-831A-358A809633AD Item 9
Attachment A -
Embarcadero Media
Foundation, Contract
C25192359A
Item 9: Staff Report
Pg.
22 Packet Pg. 222 of 349
Professional Services
Rev. Oct 16,2024
* Dimensions are measured in display units, with 40 units per page, 5 columns and 8 rows per 10" x 13" printed page. Each unit measures 1 7/8" x 1 15/16".
Consultant’s design services team will engage City to size ads to ensure legibility. The rate per unit will be as indicated in the table and the city can use as many units as it needs to properly design ads. The city will have full freedom to work with Consultant’s design department to generate the best ad. The units quoted are based on the average units the city has used over the past two years of running each type of ad with us.
Consultant will provide a flat per-unit rate according to contract year. The city can consume as much advertising as it needs based on the format that is most appropriate for the ad. Use of more display units will increase cost.
Docusign Envelope ID: 292336D3-8044-4532-831A-358A809633AD Item 9
Attachment A -
Embarcadero Media
Foundation, Contract
C25192359A
Item 9: Staff Report
Pg.
23 Packet Pg. 223 of 349
Professional Services
Rev. Oct 16,2024
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.
Docusign Envelope ID: 292336D3-8044-4532-831A-358A809633AD Item 9
Attachment A -
Embarcadero Media
Foundation, Contract
C25192359A
Item 9: Staff Report
Pg.
24 Packet Pg. 224 of 349
Professional Services
Rev. Oct 16,2024
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 L IABILITY 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:
Docusign Envelope ID: 292336D3-8044-4532-831A-358A809633AD Item 9
Attachment A -
Embarcadero Media
Foundation, Contract
C25192359A
Item 9: Staff Report
Pg.
25 Packet Pg. 225 of 349
Certificate Of Completion
Envelope Id: 292336D3-8044-4532-831A-358A809633AD
Status: Completed
Subject: Complete with Docusign: FINAL C25192359A Embarcadero Media .pdf Source Envelope:
Document Pages: 22
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: 199.33.32.254
Record Tracking
Status: Original
4/9/2025 10:24:21 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
Adam Dawes
[email protected]
CEO
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 76.79.100.122
Sent: 4/9/2025 10:27:19 AM
Viewed: 4/9/2025 10:37:04 AM
Signed: 4/9/2025 10:57:12 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Nico Navarrete
[email protected]
Director of Finance and Operations
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 73.70.201.54
Sent: 4/9/2025 10:57:14 AM
Viewed: 4/9/2025 4:38:38 PM
Signed: 4/9/2025 4:39:01 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
In Person Signer Events
Signature
Timestamp
Editor Delivery Events
Status
Timestamp
Agent Delivery Events
Status
Timestamp
Intermediary Delivery Events
Status
Timestamp
Certified Delivery Events
Status
Timestamp
Carbon Copy Events
Status
Timestamp
Christine Prior
[email protected]
Administrative Associate III
Copa
Security Level: Email, Account Authentication
(None)
Sent: 4/9/2025 4:39:02 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Item 9
Attachment A -
Embarcadero Media
Foundation, Contract
C25192359A
Item 9: Staff Report
Pg.
26 Packet Pg. 226 of 349
Carbon Copy Events
Status
Timestamp
Mahea Ah Yun
[email protected]
City Clerk
Security Level: Email, Account Authentication
(None)
Sent: 4/9/2025 4:39:03 PM
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
4/9/2025 10:27:19 AM
Certified Delivered
Security Checked
4/9/2025 4:38:38 PM
Signing Complete
Security Checked
4/9/2025 4:39:01 PM
Completed
Security Checked
4/9/2025 4:39:03 PM
Payment Events
Status
Timestamps
Item 9
Attachment A -
Embarcadero Media
Foundation, Contract
C25192359A
Item 9: Staff Report
Pg.
27 Packet Pg. 227 of 349
Professional Services
Rev. Oct 16,2024
CITY OF PALO ALTO CONTRACT NO. C25192359B
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND PALO ALTO AND SAN FRANCISCO DAILY, LLC. DBA THE DAILY POST
This Agreement for Professional Services (this “Agreement”) is entered into as of the 12th day of May, 2025 (the “Effective Date”) , by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and PALO ALTO AND SAN FRANCISCO DAILY, LLC. DBA THE DAILY POST , a California Corporation, located at 385 Forest Avenue, Palo Alto, CA 94306 (“CONSULTANT”).
The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference:
RECITALS
A. CITY intends to publish legally r equired notices and/or display advertisements (the “Project”) and desires to engage a consultant to provide legally require notice publication services and/or display advertisement publication services in connection with the Project ( the “Services”, as detailed more fully in Exhibit A).
B. CONSULTANT represents that it, its employees and subconsultants, if any, possess the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services.
C. CITY, in reliance on these representations , desires to engage CONSULTANT to provide the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree as follows:
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit A in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY.
Optional On-Call Provision (This provision only applies if checked and only applies to on-call agreements.)
CITY may elect to, but is not required to, authorize on-call Services up to the maximum compensation amount set forth in Section 4 (Not to Exceed Compensation).
CONSULTANT shall provide on -call Services only by advanced, written authorization from CITY as detailed in this Section. On-call Services, if any, shall be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager, Docusign Envelope ID: 0F7BDCB7-51E0-4F05-B87B-FC5CFA75962D Item 9
Attachment B - San
Francisco Daily dba The
Daily Post, Contract
C25192359B
Item 9: Staff Report
Pg.
28 Packet Pg. 228 of 349
Professional Services
Rev. Oct 16,2024
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 on-call Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.
To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully executed Task Order shall become part of this Agreement. The cumulative total compensation due to CONSULTANT for all Task Orders issued under this Agreement shall not exceed the amount of compensation set forth in Section 4. CONSULTANT shall only be compensated for on -call Services performed under an authorized Task Order and only up to the maximum compensation amount set forth in Section 4. Performance of and payment for any on-call Services are subject to all requirements and restrictions in this Agreement.
SECTION 2. TERM.
The term of this Agreement shall be from July 1, 2025 through June 30, 2030 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT.
CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION . The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Eighty-Five Thousand Dollars ($85,000) per contract year, however, CITY and CONSULTANT understands and agree that the compensation paid to CONSULTANT likely will be less than $85,000 per contract year, as CITY has appropriated that amount to payments to be made under two on -call contracts, of which this Agreement is one. The two on-call contracts shall be administered by the City Clerk’s Department to ensure the total aggregate of compensation paid per contract year for the on -call Services to be provided across both contracts will not exceed Eighty -Five Thousa nd Dollars ($85,000.00), with a total not to exceed contract amount of Four Hundred Twenty-Five Thousand Dollars ($425,000) over the term of the Agreement. The applicable rate schedule by which CONSULTANT will be paid for Services rendered under this Agreement is set out at Exhibit “C- 1”, entitled SCHEDULE OF RATES”. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation as set forth herein shall be Docusign Envelope ID: 0F7BDCB7-51E0-4F05-B87B-FC5CFA75962D Item 9
Attachment B - San
Francisco Daily dba The
Daily Post, Contract
C25192359B
Item 9: Staff Report
Pg.
29 Packet Pg. 229 of 349
Professional Services
Rev. Oct 16,2024
at no cost to the CITY.
The CITY is hiring two (2) consultants, neither of whom, including the CONSULTANT under this Agreement, is guaranteed or assured of any minimum quantity of work to be performed. If work is performed by any one or more such consultants, CITY will ensure that total compensation to all such consultants will not exceed in the aggregate $425,000 over the term of the Agreement.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the Services performed and the applicable charges (including , if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 1 3 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it , its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this Agreement s hall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances.
SECTION 7. COMPLIANCE WITH L AWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services u nder this Agreement , as amended from time to time . CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services , arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change 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 s ubmittal exceeds the CITY’s stated construction budget by ten percent (10%) or more , CONSULTANT shall make Docusign Envelope ID: 0F7BDCB7-51E0-4F05-B87B-FC5CFA75962D Item 9
Attachment B - San
Francisco Daily dba The
Daily Post, Contract
C25192359B
Item 9: Staff Report
Pg.
30 Packet Pg. 230 of 349
Professional Services
Rev. Oct 16,2024
recommendations to CITY for aligning the P roject design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which CONSULTANT performs the Services requested by CITY under this Agreement.
CONSULTANT and any agent or employee of CONSULTANT will not have employ ee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT wi ll be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities re lated to CONSULTANT’s performance of the Services, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT’s provision of the Services only, and not as to the means by which such a result is obtained.
SECTION 11. ASSI GNMENT. 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 City Manager. Any purported assignment made without the prior written approval of the City Manager will be void and without effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, succes sors, executors, administrators and assignees of the parties.
SECTION 12. SUBCONTRACTING.
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.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Brandon Heinrichs Email: [email protected] as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day -to-day performance of the Servic es. 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 Project Manager. CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT Docusign Envelope ID: 0F7BDCB7-51E0-4F05-B87B-FC5CFA75962D Item 9
Attachment B - San
Francisco Daily dba The
Daily Post, Contract
C25192359B
Item 9: Staff Report
Pg.
31 Packet Pg. 231 of 349
Professional Services
Rev. Oct 16,2024
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 Christine Prior, City Clerk Department, 250 Hamilton Ave Palo Alto, CA, zipcode: 94301, Telephone: 650-329-2159. 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 . All 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 City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services.
SECTION 15. AUDITS . CONSULTANT agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, CONSULTANT’s records pertaining to matters covered by this Agreement, including without limitation records demonstrating compliance with the requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) ye ars after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later.
SECTION 16. INDEMNITY.
[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 othe r 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 office rs, 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 Docusign Envelope ID: 0F7BDCB7-51E0-4F05-B87B-FC5CFA75962D Item 9
Attachment B - San
Francisco Daily dba The
Daily Post, Contract
C25192359B
Item 9: Staff Report
Pg.
32 Packet Pg. 232 of 349
Professional Services
Rev. Oct 16,2024
negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its officers, employees, agents or contractors under this Agreement.
16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 2 9.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies.
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 primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days ’ prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT ’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including Docusign Envelope ID: 0F7BDCB7-51E0-4F05-B87B-FC5CFA75962D Item 9
Attachment B - San
Francisco Daily dba The
Daily Post, Contract
C25192359B
Item 9: Staff Report
Pg.
33 Packet Pg. 233 of 349
Professional Services
Rev. Oct 16,2024
such damage, injury, or loss arising after the Agreement is terminated or the term has expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided under this Agreement or at law, the City Manager may terminate this Agreement sooner upon written notice of termination. Upon receipt of any notice of suspension or termination, CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination.
19.2. In event of suspension or termination, CONSULTANT will 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 Services 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 Project Manager at the address of CONSULTANT recited on the first page of this Agreement.
Docusign Envelope ID: 0F7BDCB7-51E0-4F05-B87B-FC5CFA75962D Item 9
Attachment B - San
Francisco Daily dba The
Daily Post, Contract
C25192359B
Item 9: Staff Report
Pg.
34 Packet Pg. 234 of 349
Professional Services
Rev. Oct 16,2024
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 c ovenants 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 Section 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 the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department , hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with Docusign Envelope ID: 0F7BDCB7-51E0-4F05-B87B-FC5CFA75962D Item 9
Attachment B - San
Francisco Daily dba The
Daily Post, Contract
C25192359B
Item 9: Staff Report
Pg.
35 Packet Pg. 235 of 349
Professional Services
Rev. Oct 16,2024
waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include , first, minimizing and reducing waste; second, reusing waste ; and, third, recycling or composting waste. In particular, C ONSULTANT shall comply with the following Zero Waste requirements:
(a) All printed materials provided by CONSULTANT to C ITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable-based inks. (b) Goods purchased by C ONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed.
SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE .
CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the Cit y, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regardin g 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 Co de, as amended from time to time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement.
SECTION 2 6. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS.
26.1. This Project is not subject to prevailing wages and related requirements. CONSULTANT is not required to pay prevailing wages and meet related requirements under the California Labor Code and California Code of Regulations in the performance and implementation of the Project if the contract:
(1) is not a public works contract;
(2) is for a public works construction project of $25,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or (3) is for a public works alteration, demolition, repair, or maintenance project of Docusign Envelope ID: 0F7BDCB7-51E0-4F05-B87B-FC5CFA75962D Item 9
Attachment B - San
Francisco Daily dba The
Daily Post, Contract
C25192359B
Item 9: Staff Report
Pg.
36 Packet Pg. 236 of 349
Professional Services
Rev. Oct 16,2024
$15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j).
SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS” . For purposes of this Section 27, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. (Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code Section 9204, for Public Works Projects , certain claims procedures shall apply , as set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”.
This Project is not a 9204 Public Works Project.
SECTION 28. CONFIDENTIAL INFORMATION.
28.1. In the performance of this Agreement, CONSULTANT may have access to CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of its obligations to CITY under this Agreement and for no other purpose.
CONSULTANT will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information.
Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform CONSULTANT’s obligations to CITY under this Agreeme nt and for no other purpose, provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement.
28.2. “Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil Code Section 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, d irectly or indirectly, pursuant to this Agreement. Confidential Information excludes information that CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a breach of this Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by CONSULTANT from a third party without breach of any confidentia lity obligation; (iv) is independently developed by employees of CONSULTANT without any use of or access to the Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an authorized representative of CITY.
28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that CONSULTANT will notify CITY in writing of such order immediately upon receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing so), to give CITY an opportunity to oppose or otherwise respond to such order.
Docusign Envelope ID: 0F7BDCB7-51E0-4F05-B87B-FC5CFA75962D Item 9
Attachment B - San
Francisco Daily dba The
Daily Post, Contract
C25192359B
Item 9: Staff Report
Pg.
37 Packet Pg. 237 of 349
Professional Services
Rev. Oct 16,2024
28.4. CONSULTANT will notify City promptly upon learning of any breach in the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or control, and if such Confidential Information consists of Personal Information, CONSULTANT will provide information to CITY sufficient to meet the notice requ irements of Civil Code Section 1798 et seq., as applicable, as amended from time to time.
28.5. Prior to or upon termination or expiration of this Agreement, CONSULTANT will honor any request from the CITY to return or securely destroy all copies of Confidential Information. All Confidential Information is and will remain the property of the CITY and nothing contained in this Agreement grants or confers any rights to such Confidential Information on CONSULTANT.
28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions.
SECTION 29. MISCELLANEOUS PROVISIONS.
29.1. This Agreement will be governed by California law, without regard to its conflict of law provisions.
29.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California.
29.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to t hird parties.
29.4. This Agreement, including all exhibits, constitutes the entire and integrated agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations, 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.
Docusign Envelope ID: 0F7BDCB7-51E0-4F05-B87B-FC5CFA75962D Item 9
Attachment B - San
Francisco Daily dba The
Daily Post, Contract
C25192359B
Item 9: Staff Report
Pg.
38 Packet Pg. 238 of 349
Professional Services
Rev. Oct 16,2024
29.7. The provisions of all checked boxes in this Agreement shall apply to this Agreement; the provisions of any unchecked boxes shall not apply to this Agreement.
29.8. All section headings contained in this Agreement are for convenience and reference only and are not intended to define or limit the scope of any provision of this Agreement.
29.9. This Agreement may be signed in multiple counterparts, which, when executed by the authorized representatives of the parties, shall together constitute a single binding agreement.
SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is selected below, is hereby attached and incorporated into this Agreement by reference as though fully set forth herein:
EXHIBIT A: SCOPE OF SERVICES
EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS
THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED.
Docusign Envelope ID: 0F7BDCB7-51E0-4F05-B87B-FC5CFA75962D Item 9
Attachment B - San
Francisco Daily dba The
Daily Post, Contract
C25192359B
Item 9: Staff Report
Pg.
39 Packet Pg. 239 of 349
Professional Services
Rev. Oct 16,2024
CONTRACT No. C25192359B
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
PALO ALTO AND SAN FRANCISCO
DAILY, LLC. DBA THE DAILY POST
Officer 1
By: ________________________________
Name: ______________________________
Title: _______________________________
Officer 2
By: ________________________________
Name: ______________________________
Title: _______________________________
Docusign Envelope ID: 0F7BDCB7-51E0-4F05-B87B-FC5CFA75962D
BRANDON HEINRICHS
General Manager
Member
Jim Pavelich
Item 9
Attachment B - San
Francisco Daily dba The
Daily Post, Contract
C25192359B
Item 9: Staff Report
Pg.
40 Packet Pg. 240 of 349
Professional Services
Rev. Oct 16,2024
EXHIBIT A
SCOPE OF SERVICES
CONSULTANT shall provide the Services detailed in this Exh ibit 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.
CONSULTANT sha ll provide on -call, as -needed adjudicated newspaper and display advertisement services, specifically, the publication of Legally Required Notices (defined below) and/or display advertisements, as further detailed below. The City makes no guarantee as to th e number, size, or frequency of publication of any Notice and/or display advertisement. Notices and/or display advertisements will be placed on an as-needed basis. The City reserves the right to publish elsewhere as needed in City’s sole discretion.
The scope of services to be provided is further detailed as follows:
a. Publish Legally Required Notices (or “Notices”), as defined under the Definitions section below, as a Newspaper of General Circulation in the City of Palo Alto, as adjudicated by the Santa Clara County Superior Court;
b. Publish display advertisements for the City of Palo Alto;
c. Provide cost of each Notice or display advertisement and proof copy for review and approval by the City prior to publication;
d. Provide proof of publication of a Notice or display advertisement upon request within two (2) businesses days of such a request;
e. Accept and publish all Notices and/or display advertisements submitted by the City within the publication’s required lead times(s) (as provided on the Proposal Details Form) in advance of publication (as applicable, in both print and digital formats);
f. Provide invoices for services rendered on a monthly basis via electronic means;
g. Allow invoice payment on a net-30 basis;
Docusign Envelope ID: 0F7BDCB7-51E0-4F05-B87B-FC5CFA75962D Item 9
Attachment B - San
Francisco Daily dba The
Daily Post, Contract
C25192359B
Item 9: Staff Report
Pg.
41 Packet Pg. 241 of 349
Professional Services
Rev. Oct 16,2024
h. Maintain accounts for multiple City departments and sub -groups as requested by City departments;
i. On an annual basis, provide the circulation information for Consultant’s newspaper for the City of P alo Alto, including, but separating, circulation information for (1) print media distributions and (2) digital impressions; and
j. Maintain proof of adjudication by the Santa Clara County Court as a Newspaper of General Circulation in the City of Palo Alto for the duration of the te rm of the Agreement and provide proof to City upon request.
DEFINITIONS
“Legally Required Notice” –
Any notice which in whole or in part satisfies a legal requirement through publication in a newspaper or Newspaper of General Circulation pursuant to the laws of, the United States of America, the State of California, the County of Santa Clara, the City of Palo Alto, or other governmental or regulatory entity.
Examples of Legally Required Notices (subject to change):
• Uncashed checks;
• Annual appropriation (GANN) limit, Annual Budget, Municipal Fee Schedule, and Proposition 218 assessment and tax notices;
• Sale of Transferable Development Rights (TDRs);
• Sale of surplus property;
• Notice of election and other election related publications; • Agendas for legislative and various advisory bodies;
• Notice of City Council and/or Planning & Transportation Commission public hearings; and • Notices required pursuant to the California Environmental Quality Act (CEQA).
Examples of display advertisements (subject to change) not considered Legally Required Notices:
• Recruitments for City Boards, Commissions, and Committees • Announcements of City sponsored and community events; • Catalogs, newspaper inserts, special publications;
• Programmatic promotion; and
• Invitations to participate in City sponsored surveys and requests for feedback not required by law.
“Circulation” –
Vendor’s publication frequency, number of copies distributed within Palo Alto per published issue, geographic area of distribution within Palo A lto, and method of distribution within Palo Alto.
Digital circulation data is also included.
Docusign Envelope ID: 0F7BDCB7-51E0-4F05-B87B-FC5CFA75962D Item 9
Attachment B - San
Francisco Daily dba The
Daily Post, Contract
C25192359B
Item 9: Staff Report
Pg.
42 Packet Pg. 242 of 349
Professional Services
Rev. Oct 16,2024
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: 0F7BDCB7-51E0-4F05-B87B-FC5CFA75962D Item 9
Attachment B - San
Francisco Daily dba The
Daily Post, Contract
C25192359B
Item 9: Staff Report
Pg.
43 Packet Pg. 243 of 349
Professional Services
Rev. Oct 16,2024
EXHIBIT B
SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services consistent with the provisions of Exhibit A (Scope of Services) of this Agreement and so as to meet the schedule set forth in each Task Order as detailed in Section 1 (Scope of Services) of this Agreement.
Docusign Envelope ID: 0F7BDCB7-51E0-4F05-B87B-FC5CFA75962D Item 9
Attachment B - San
Francisco Daily dba The
Daily Post, Contract
C25192359B
Item 9: Staff Report
Pg.
44 Packet Pg. 244 of 349
Professional Services
Rev. Oct 16,2024
EXHIBIT C
COMPENSATION
The CITY agrees to compensate the CONSULTANT for on-call, as-needed, time-limited project support Services performed in accordance with the terms and conditions of this Agreement based on the hourly rate schedule provided in Exhibit C-1 (“Schedule of Rates”) of this Agreement, in accordance with Section 4 of this Agreement.
The compensation to be paid to CONSULTANT under this Agreement for all Services shall not exceed the amounts stated in Section 4 of this Agreement.
Docusign Envelope ID: 0F7BDCB7-51E0-4F05-B87B-FC5CFA75962D Item 9
Attachment B - San
Francisco Daily dba The
Daily Post, Contract
C25192359B
Item 9: Staff Report
Pg.
45 Packet Pg. 245 of 349
Professional Services
Rev. Oct 16,2024
EXHIBIT C-1
SCHEDULE OF RATES
CONSULTANT’s schedule of rates is as follows:
Docusign Envelope ID: 0F7BDCB7-51E0-4F05-B87B-FC5CFA75962D Item 9
Attachment B - San
Francisco Daily dba The
Daily Post, Contract
C25192359B
Item 9: Staff Report
Pg.
46 Packet Pg. 246 of 349
Professional Services
Rev. Oct 16,2024
Docusign Envelope ID: 0F7BDCB7-51E0-4F05-B87B-FC5CFA75962D Item 9
Attachment B - San
Francisco Daily dba The
Daily Post, Contract
C25192359B
Item 9: Staff Report
Pg.
47 Packet Pg. 247 of 349
Professional Services
Rev. Oct 16,2024
Docusign Envelope ID: 0F7BDCB7-51E0-4F05-B87B-FC5CFA75962D Item 9
Attachment B - San
Francisco Daily dba The
Daily Post, Contract
C25192359B
Item 9: Staff Report
Pg.
48 Packet Pg. 248 of 349
Professional Services
Rev. Oct 16,2024
Docusign Envelope ID: 0F7BDCB7-51E0-4F05-B87B-FC5CFA75962D Item 9
Attachment B - San
Francisco Daily dba The
Daily Post, Contract
C25192359B
Item 9: Staff Report
Pg.
49 Packet Pg. 249 of 349
Professional Services
Rev. Oct 16,2024
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 Docusign Envelope ID: 0F7BDCB7-51E0-4F05-B87B-FC5CFA75962D Item 9
Attachment B - San
Francisco Daily dba The
Daily Post, Contract
C25192359B
Item 9: Staff Report
Pg.
50 Packet Pg. 250 of 349
Professional Services
Rev. Oct 16,2024
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 INCR EASE 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:
Docusign Envelope ID: 0F7BDCB7-51E0-4F05-B87B-FC5CFA75962D Item 9
Attachment B - San
Francisco Daily dba The
Daily Post, Contract
C25192359B
Item 9: Staff Report
Pg.
51 Packet Pg. 251 of 349
Certificate Of Completion
Envelope Id: 0F7BDCB7-51E0-4F05-B87B-FC5CFA75962D
Status: Completed
Subject: Complete with Docusign: Final C25192359B Daily Post.pdf Source Envelope:
Document Pages: 24
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: 199.33.32.254
Record Tracking
Status: Original
4/9/2025 10:27:26 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
BRANDON HEINRICHS
[email protected]
General Manager
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 173.167.125.101
Sent: 4/9/2025 10:29:54 AM
Viewed: 4/9/2025 1:36:43 PM
Signed: 4/9/2025 1:37:41 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Jim Pavelich
[email protected]
Member
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 98.42.2.27
Sent: 4/9/2025 1:37:43 PM
Resent: 4/14/2025 7:40:43 AM
Resent: 4/15/2025 9:11:37 AM
Viewed: 4/15/2025 5:16:54 PM
Signed: 4/15/2025 5:19:05 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
In Person Signer Events
Signature
Timestamp
Editor Delivery Events
Status
Timestamp
Agent Delivery Events
Status
Timestamp
Intermediary Delivery Events
Status
Timestamp
Certified Delivery Events
Status
Timestamp
Carbon Copy Events
Status
Timestamp
Christine Prior
[email protected]
Administrative Associate III
Copa
Security Level: Email, Account Authentication
(None)
Sent: 4/15/2025 5:19:07 PM
Viewed: 4/15/2025 5:30:42 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Item 9
Attachment B - San
Francisco Daily dba The
Daily Post, Contract
C25192359B
Item 9: Staff Report
Pg.
52 Packet Pg. 252 of 349
Carbon Copy Events
Status
Timestamp
Mahea Ah Yun
[email protected]
City Clerk
Security Level: Email, Account Authentication
(None)
Sent: 4/15/2025 5:19:08 PM
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
4/9/2025 10:29:54 AM
Certified Delivered
Security Checked
4/15/2025 5:16:54 PM
Signing Complete
Security Checked
4/15/2025 5:19:05 PM
Completed
Security Checked
4/15/2025 5:19:08 PM
Payment Events
Status
Timestamps
Item 9
Attachment B - San
Francisco Daily dba The
Daily Post, Contract
C25192359B
Item 9: Staff Report
Pg.
53 Packet Pg. 253 of 349
City Council
Staff Report
From: City Manager
Report Type: ACTION ITEMS
Lead Department: Planning and Development Services
Meeting Date: May 12, 2025
Report #:2503-4326
TITLE
FIRST READING: Adoption of an Ordinance Amending Various Palo Alto Municipal Code Chapters in Title 16 and 18 in Response to Direction from the California Department of Housing and Community Development (HCD) Regarding State Accessory and Junior Accessory Dwelling Unit Law. CEQA Status - Exempt From the Provisions of the California Environmental Quality Act (CEQA) Pursuant to Public Resources Code Section 21080.17 and CEQA Guidelines Section 15061(b)(3).
RECOMMENDATION
Staff recommends the City Council (Council) take the following actions: Adopt the draft Ordinance (Attachment A) amending Palo Alto Municipal Code (PAMC) Title 16 (Building Regulations) and Title 18 (Zoning) regulations for Accessory Dwelling Units (ADUs) and Junior Accessory Dwelling Units (JADUs).
EXECUTIVE SUMMARY
On October 29, 2024, Palo Alto received a letter from HCD (Attachment C) regarding the City’s ADU ordinance, which Council adopted in May 2023. (1)(2) HCD identified several aspects of the ordinance that they thought conflicted with or otherwise required further clarification in the ordinance based on recent State laws that were adopted between 2024 and 2025.
On November 26, 2024, City staff responded to HCD’s letter noting concerns with the agency’s interpretation of some provision but also with a commitment to update the ordinance before July 2025 to align with State law (Attachment D). HCD did not provide additional feedback in response to this letter, however, the agency did publish updates its ADU Handbook3 in January amplifying requirements that were included in the letter to Palo Alto. Staff recommends revising the City’s ordinance to comply with HCD’s letter and the supporting ADU Handbook. 1 May 15, 2023 Council Meeting (Action Item #13):
https://cityofpaloalto.primegov.com/Portal/Meeting?meetingTemplateId=11318 2 Ordinance 5587: https://portal.laserfiche.com/Portal/DocView.aspx?id=66271&repo=r-704298fc 3 HCD ADU Handbook (January 2025): https://www.hcd.ca.gov/sites/default/files/docs/policy-and-research/adu- handbook-update.pdf
Item 10
Item 10 Staff Report
Item 10: Staff Report
Pg.
1 Packet Pg. 254 of 349
Attachment A is a clean draft of the proposed changes to the existing ordinance and Attachment B is an annotated version of the ordinance which keys to the specific changes HCD requested from their letter in Attachment C.
On April 9, 2025,4 the Planning and Transportation Commission (PTC) discussed the proposed changes to the City’s ordinance and recommended, on a 7-0 vote, to adopt the ordinance, with a specific modification to the draft language in PAMC Section 18.09.050(f), discussed further below.
BACKGROUND
State ADU Laws
Between 2023 and 2025, the State legislature adopted numerous laws which became effective at varying points in 2024/25. The April 9, 2025, PTC Staff Report4 includes a list of the relevant State laws with a summary of their provisions relevant to the HCD comments.
Staff Response to HCD Letter
After providing an initial response to HCD, staff revisited its responses in the context of the recently released 2025 ADU Handbook. While in some cases staff believes no changes are needed to comply with State law, staff also endeavors to avoid the continued ambiguity in whether the City’s ordinance complies with State law caused by HCD’s delayed responses.
When asked, HCD staff noted that they do not provide official pre-reviews of ADU/JADU ordinances prior to adoption, and therefore the City may not receive a response until a revised ordinance has been adopted.
ANALYSIS
Many of HCD’s comments were minor clarifications, which appear in the annotated draft ordinance (Attachment B) with comment bubbled responses indicating which response addresses specific items listed in the HCD letter. In many cases, the proposed adjustments clarify existing policy to provide assurance to the State and the public that the City’s ordinance should be interpreted in a manner consistent with State law.
Other items (such as #3, #9, #10, #12, #17 and #20 in the HCD letter, Attachment C) are more significant changes to City policy; these changes are discussed in more detail below. While staff believes that there are strong arguments in support of the City’s position on these issues, it is possible that HCD’s eventual response will require further modifications to the ordinance.
Given the uncertainty around when the City can expect a detailed response from HCD, staff recommends proceeding with the updated ordinance.
Unit Allowance (Item #3 in HCD Letter)
As noted in HCD’s comment (Attachment C), the phrasing in Government Code Section 66323 provides the opportunity for homeowners to develop four units on their parcel inclusive of the 4 April 9, 2025 Staff Report (Action Item #3):
https://cityofpaloalto.primegov.com/Portal/Meeting?meetingTemplateId=16512 Item 10
Item 10 Staff Report
Item 10: Staff Report
Pg.
2 Packet Pg. 255 of 349
primary home, one attached ADU (converted from existing or proposed space within the buildable area), one detached ADU, and one JADU (also converted from existing or proposed space within the buildable area). This is a recent interpretation of State law since 2024 which was reinforced in HCD’s updated Accessory Dwelling Unit Handbook (January 2025) published on their website.5 This effectively means that single family zoning in California can include up to four units on a parcel.
While this interpretation of an allowed fourth unit provides for greater housing density, it is also important to note:
1) This only applies to single-family homes – duplexes and multifamily limits remain the same;
2) There is no defined limit to the size of this new ADU – this could result in attached ADUs equal to the size of the primary home; and
3) Use of the City’s 800 square foot bonus provided under PAMC Section 18.09.040 for ADU/JADUs could be split it between three units instead of two.
The 800 square foot ADU bonus under PAMC Section 18.09.040 has been updated in the draft ordinance to allow this floor area to be shared among the allowed J/ADUs.
While not included in HCD’s letter, the City is also required to update the number of multifamily detached units required under PAMC Section 18.09.030. Assembly Bill (AB) 1211 requires cities to allow up to eight detached ADUs on an existing multifamily property, or the existing number of units on a multifamily property; projects with a proposed multifamily development are limited to only two detached ADUs. These units do not have a maximum size associated with them, nor can the City require additional open space or landscape requirements that could provide a buffer between the existing units on site or neighboring properties as the State prohibits local regulations from applying to these project types. Staff has received more applications on multifamily sites for detached ADUs or conversions of existing garages to ADUs and expect that more projects will be received in the future with this additional change to the regulations.
Tree Ordinance (Item #9 in HCD Letter)
HCD identified that unless a provision exists within PAMC Chapter 18.09, the City may not enforce those provisions of the City code for ADU development. To address this issue and preserve the City’s ability to apply the tree ordinance to certain ADUs, staff has established a new provision under PAMC Section 18.09.040(m) which incorporates the following:
1. Definitions of protected trees;
2. Threshold for impacts to trees which cause them to be removed; 5 HCD ADU Website: https://www.hcd.ca.gov/policy-and-research/accessory-dwelling-units Item 10
Item 10 Staff Report
Item 10: Staff Report
Pg.
3 Packet Pg. 256 of 349
3. Replacement requirements based on the City’s Tree Technical Manual Table 3-1; 6
4. A statement that this provision shall not result in the delay or denial of a building permit for a second unit.
For projects that do not qualify for review under PAMC 18.09.030, the City’s tree protection and removal requirements would apply through Title 8. Whenever future modifications to the City’s tree ordinance occur, staff will need to update these provisions at the same time, otherwise it would result in various standards for tree protection/removal based on the scope of work for the permit.
PAMC Section 18.09.040 JADU Provisions (Item #10 in HCD Letter) In 2020, the City updated its regulations to provide additional flexibility for JADU development by:
1) Allowing JADUs to be an addition to a home rather than a conversion of existing space; 2) Allowing JADUs to have a four-foot setback similar to attached or detached ADUs; 3) Providing a 500 square foot bonus to a property’s allowable floor area and lot coverage to build a JADU; and
4) Sharing the bonus floor area between a JADU and ADU.
As a result of these changes, between late 2020 through the 2024 Annual Report,7 the City has received roughly 120 JADU applications. Prior to the code change, the City only received three JADU applications. HCD’s comment letter (Attachment C) contests that these provisions conflict with State law as JADUs may only be constructed within existing or proposed areas for the single-family home – effectively limiting JADU creation to the underlying setbacks, floor area, lot coverage, and similar regulations that apply to the primary home.
Staff notes that Government Code Sections 66333 through 66339 provides cities with the authority to establish regulations for JADUs that is distinct from the authority cited by HCD. As a Charter City, Palo Alto is also able to adopt local development programs that do not conflict with State law. Staff believes that these local incentives do not conflict with State law because they are more permissive than what State law provides. The State has not substantially modified its JADU regulations since 2017 to incentivize JADU development, only ADU development. Eliminating these provisions would significantly hinder the City’s ability to develop JADUs and limit homeowner’s options to develop second units that meet their needs.
To address HCD’s concerns while still incorporating these incentives into the ordinance, the draft ordinance recommends the following:
6 Tree Technical Manual: https://www.cityofpaloalto.org/files/assets/public/v/1/public-works/tree- section/ufmp/tree-technical-manual/cover-corecombined_cpa_ttm-2016-final-copy.pdf 7 2024 Annual Report: https://www.cityofpaloalto.org/files/assets/public/v/1/planning-amp-development- services/long-range-planning/adu/2024-annual-adu-report.pdf Item 10
Item 10 Staff Report
Item 10: Staff Report
Pg.
4 Packet Pg. 257 of 349
1) Remove the existing provisions for JADUs from PAMC Section 18.09.040; 2) Adopt a bonus provision for the primary home equal to the square footage of a proposed JADU (now reflected as PAMC Section 18.09.050(f)); and 3) Adopt a finding which declares PAMC Section 18.09.050(f) is consistent with State law.
The initial draft language for this provision was phrased in a way that could be interpreted to allow for a larger home to be built regardless of the size of a JADU (e.g. a homeowner could build a 150 square foot JADU and use the remaining square footage as an addition to the home). During the April 9, 2025 PTC hearing, the PTC recommended modifying staff’s draft language to specify that the bonus afforded the home is limited to the size of the proposed JADU, which is now included in the draft Ordinance. This eliminates the potential for the primary home to receive bonus square footage that is not used specifically for a JADU.
Alternatively, the Council could direct removing the provisions entirely from the ordinance, as HCD requested, or maintaining the provisions in PAMC Section 18.09.040 and adopt a finding that declares these regulations are more lenient than State law.
Staff does not have data on how many of the permitted JADUs are being used as separate units and available to households beyond the principal single family residential occupants.
Palo Alto Local Inventory of Historic Resources (Item #12 in HCD Letter) HCD states the City may not require ADU/JADUs to comply with the Secretary of Interior’s Standards for the Treatment of Historic Properties if the property is not listed on the California Register of Historical Resources (CRHR). This would impact roughly 350 properties on the local historic registry that are not on the CRHR and vary from Category 1 to 4 in terms of historical significance (the lower number rating being the more historically significant). Currently, the City may require any exterior alteration to a historic structure/site that is a Category 1 or 2 resource, or within a historic district, to be reviewed by the Architectural Review Board and/or Historic Review Board to ensure the modification doesn’t impact the integrity of the resource.
By removing this provision, any attached ADU/JADU proposed on a Category 1 or 2 property may result in modifications that impact the integrity of these local resources, without a remedy.
While the City does not have the authority to require additional changes based on the language in State law, it is important to note there could be impacts to the integrity of existing and future local resources.
Kitchen Requirements for ADU/JADUs (Items #17 and 20 in HCD Letter) In 2020, the City updated its regulations to establish an objective standard for kitchen requirements for ADU/JADUs. State law does not provide clear guidance on what constitutes a kitchen and the lack of an objective standard for kitchen requirements led to uncertainty in the review process. Consistent with the State’s mandate to create ministerial and objective review standards for ADU/JADUs, it was prudent for the public and staff to have a consistent standard to ensure a streamlined review process. Absent a consistent, objective, and published standard, HCD’s comments appear to conflict with other parts of State law which mandate a ministerial Item 10
Item 10 Staff Report
Item 10: Staff Report
Pg.
5 Packet Pg. 258 of 349
and streamlined review process for ADU/JADUs by introducing subjective decision making into the review process.
Since 2020, staff is only aware of two instances when applicants have sought to deviate from this regulation; meanwhile, there have been over 500 units approved of varying sizes from 150 square feet to 1,000 square feet in size using the kitchen definitions the City established. To address HCD’s comments – that is to remove any reference to dimension requirements – staff recommends updating PAMC Section 18.04.030(a)(75)(A) and PAMC Section 18.09.050(b) to adopt the language noted in State law. However, staff intends to continue to use the standards published in the City’s recently updated handbook as a guideline for kitchen requirements8 (see page 8 of 18). Applicants that seek to deviate from the kitchen dimension guidelines would be permitted to do so.
Miscellaneous PAMC Updates to Comply with ADU/JADU Regulations Since the previous update, staff noticed several sections in the zoning code that are not consistent with the current regulations and procedures governing ADU/JADUs under State law and PAMC Chapter 18.09. This has led to confusion during application reviews or conversations with the public. The proposed changes under sections 5 through 8 of the draft ordinance are intended to bring these sections into compliance with State law and staff’s understanding of how to apply those regulations.
FISCAL/RESOURCE IMPACT
The impact to the City’s resources as a result of adopting this ordinance would be minimal.
Resources expended would be limited staff trainings on the materials, implementation and communication of this ordinance to the public, and staff time spent updating checklists or webpage information.
STAKEHOLDER ENGAGEMENT
The PAMC requires notice of this public hearing be published in a local paper at least 10 days in advance. Notice of a public hearing for this project was published in the Daily Post on May 2, 2025, which is 10 days in advance of the meeting.
Staff received a letter from a local resident (Attachment E) in response to the October 29, 2024, HCD letter (Attachment C). The public comment noted agreement with HCD and requested additional changes to the City’s ordinance to further encourage unit development. As proposed, the draft ordinance does not incorporate changes beyond what HCD requires the City to adopt. The following comments identified by the commenter were previously discussed with the PTC and Council in 2021, 2022, and 2023 but didn’t have support:
1. Increasing the maximum size of ADUs to 1,200 square feet;
2. Excluding ADU/JADU basements from contributing to the floor area for the unit; 8 Palo Alto ADU Handbook: https://www.cityofpaloalto.org/files/assets/public/v/1/development- services/planning-review/1.-single-family-and-duplexes/2024-adu-handbook.pdf Item 10
Item 10 Staff Report
Item 10: Staff Report
Pg.
6 Packet Pg. 259 of 349
3. Allowing height increases for ADU/JADUs in the flood zone;
4. Increasing base height allowances for ADU/JADUs;
5. Waiving/adjusting impact fee calculations for ADUs.
These suggested policy changes are not required to be done to comply with state but may be revisited by Council and updated policy direction given.
The commenter has some additional remarks, some are addressed below:
Calculating Impact Fees for 750 SF ADUs
In 2020, the State began limiting when impact fees can be applied to newly constructed ADUs, allowing them only for units that are 750 square feet or larger. When applicable, State law requires that these fees be assessed proportionally, based on the ADU’s size relative to the primary dwelling. For example, if an ADU is 20% the size of the main home, it would pay only 20% of the standard impact fee (e.g., $79,124.22 × 0.2 = $15,824.84).9 The commenter raised concerns that the City’s ordinance may not align with State law because it does not impose impact fees on home additions unless a new unit is being created. However, neither Government Code section 66324 nor HCD’s ADU Handbook (p. 22) requires impact fees to be tied to an addition occurring simultaneously with the ADU. State law simply authorizes cities to charge impact fees when a new unit over the size threshold is created — not based on whether the primary home is being expanded. 10 This approach is consistent with PAMC Sections 16.58.010(b) and 16.58.030(g), which bases impact fees on unit creation and size.
At present, the City only applies impact fees to net new dwelling units. In response to ongoing policy discussions, the City Council has directed staff to re-examine this approach. As part of the Council's work plan objective to update development impact fees, staff will evaluate the application of impact fees more broadly through that process.
To further reduce costs for homeowners and housing developers, the City recently revised its impact fee structure to a per-square-foot model, providing a more predictable and equitable fee system.
Impact Fee Deferral
During the April 9, 2025 hearing, the PTC briefly discussed adjusting the City’s process around recording a lien against a property to defer impact fee payment until final occupancy. However, a motion was not seconded to recommend changes to those policies during the hearing. The PTC requested staff return in the future to discuss potential changes to that policy and 9 2024 Development Impact Fee Spreadsheet: https://www.paloalto.gov/files/assets/public/v/2/development- services/planning-review/6.-planning-fees/fy25-impact-fee-information-sheet.pdf 10 Govt. Code Section 66324:
https://leginfo.legislature.ca.gov/faces/codes_displaySection.xhtml?sectionNum=66324.&nodeTreePath=12.1.32. 2&lawCode=GOV
Item 10
Item 10 Staff Report
Item 10: Staff Report
Pg.
7 Packet Pg. 260 of 349
encouraged staff to seek ways to streamline the internal process for recording the lien in the meantime.
ENVIRONMENTAL REVIEW
The adoption of the Draft Ordinance is exempt from the provisions of the California Environmental Quality Act (CEQA) pursuant to Public Resources Code Section 21080.17 and CEQA Guidelines sections 15061(b)(3), because it constitutes amendments to the City’s zoning code to conform with preemptive State law, including Article 2 (commencing with Section 66314) and Article 3 (commencing with Section 66333) of Chapter 13 of Division 1 of Title 7 of, the Government Code. As such, it can be seen with certainty that the proposed action will not have the potential for causing a significant effect on the environment.
ATTACHMENTS
Attachment A: Draft Ordinance (Clean Version)
Attachment B: Draft Ordinance (Annotated Version)
Attachment C: HCD Response to ADU Ordinance
Attachment D: Staff Response to HCD
Attachment E: Public Comment
APPROVED BY:
Jonathan Lait, Planning and Development Services Director Item 10
Item 10 Staff Report
Item 10: Staff Report
Pg.
8 Packet Pg. 261 of 349
*NOT YET APPROVED*
1 0160107_20250417_ms29
Ordinance No. _____
Ordinance of the Council of the City of Palo Alto Amending Title 16 (Building Regulations) and Title 18 (Zoning) of the Palo Alto Municipal Code to Amend Requirements Relating to Accessory Dwelling Units and Junior Accessory Dwelling Units
The Council of the City of Palo Alto does ORDAIN as follows:
SECTION 1. Findings and Declarations.
A. In 2023, the City of Palo Alto adopted Ordinance 5585, amending the City’s requirements for ADUs and JADUs to reflect changes in State law and guidance from the California Department of Housing and Community Development (HCD).
B. On October 29, 2024, the City received a letter from HCD commenting on aspects of the City’s J/ADU ordinance that HCD found inconsistent with State law.
C. California Government Code section 66326(b)(2) requires that the City either amend its ordinance as indicated in the letter or adopt the ordinance without the changes and include findings that explain the reasons the City believes the ordinance complies with State J/ADU law.
D. Upon recommendation of City Staff and the Planning and Transportation Commission, the Council of the City of Palo Alto now intends to amend its J/ADU ordinance in response to each of HCD’s comments.
E. Additionally, the City now adopts explanatory findings to accompany the amendments in response to several of HCD’s comments.
F. HCD Comment 9 states, “The Ordinance makes several references to Chapter 8.10, the City’s Tree and Landscape Preservation and Management regulations, and requires that elements of ADU development conform to Chapter 8.10…The City should amend the Ordinance to ensure that compliance with this ordinance section will not delay or cause the denial of an ADU or JADU building permit or use permit.” The City now intends to amend its ADU ordinance to eliminate references to Chapter 8.10. Additionally, the City now amends its Chapter 18.09.040 to include objective landscape requirements for those ADUs that are subject to local standards, pursuant to Government Code section 66314(b). These landscape requirements include adherence to applicable objective landscape standards in the Tree and Landscape Technical Manual for the protection of trees during construction. The City Council finds that the standards in the Tree and Landscape Technical Manual for the protection of trees during construction are industry standard best practices for construction and are typically imposed as conditions of approval. Consistent with HCD’s comment, the Item 10
Attachment A - Draft
Ordinance (Clean Version)
Item 10: Staff Report
Pg.
9 Packet Pg. 262 of 349
*NOT YET APPROVED*
2 0160107_20250417_ms29
ordinance will clarify that the Tree and Landscape Technical Manual’s standards for tree protection during construction are not a cause of delay or denial of an ADU or JADU permit.
G. HCD Comment 10 states, “The Ordinance describes JADUs in the section ‘Units Subject to Local Standards’ and creates governance of JADUs that ‘do not qualify for approval under section 18.090.030.’ However, all JADUs are created pursuant to Government Code section 66323, subdivision (a)(1), and would therefore be approved under section 18.090.030. The City must remove references to JADUs in this section.” The City Council finds that this comment is incorrect; although some JADUs are created pursuant to Government Code section 66323, JADUs may also be created pursuant to Government Code sections 66333- 66339 (also known as “Article 3”), which begins with the statement “Notwithstanding Article 2 (commencing with Section 66314 [and including section 66323]), a local agency may, by ordinance, provide for the creation of junior accessory dwelling units in single- family residential zones” (emphasis added). Nonetheless, through this Ordinance, the City intends to remove all references to JADUs in Section 18.09.040, “Units Subject to Local Standards.” All JADUs that meet the requirements of Government Code section 66323(a) will be subject to the ministerial approval provisions in Chapter 18.09.030. Additionally, in order to further incentivize the construction of JADUs, the Ordinance allows a 500 square foot bonus for the primary dwelling unit where a JADU that meets the conditions in
18.09.050(f) is constructed on site. The City Council finds that this additional incentive provided in 18.09.050 does not conflict with Government Code sections 66310-66342 because it liberalizes the City’s regulations for primary residences and does not regulate the construction of JADUs.
H. HCD Comment 14 states, “Section 18.09.040 (l) – Parking Exceptions – The Ordinance does not provide for exemptions to parking requirements pursuant to Government Code section 66322, subdivisions (a)(1) through (a)(6)…Therefore, the City must amend the Ordinance to add the required exemptions.” Table 1 and 2 of PAMC 18.09.030 and 18.09.040, as well as Table 1 of PAMC 18.52.040, indicate that parking is not required for newly constructed ADUs or JADUs. Additionally, this Ordinance amends PAMC 18.09.040(l) so that the City no longer requires replacement parking for ADUs or JADUs under any circumstance. Because the Ordinance as amended imposes no parking requirements for J/ADUs, it does not enumerate the exemptions to parking requirements described in Government Code section 66322(a)(1)-(6).
I. On September 19, 2024, the Governor signed Senate Bill (SB) 1211, effective January 1, 2025. SB 1211 allows up to 8 detached accessory dwelling units (ADUs) on parcels with existing multifamily development and provides that cities can no longer require replacement parking for uncovered parking spaces that are removed for an ADU.
J. Upon recommendation of City Staff and the Planning and Transportation Commission, the Council of the City of Palo Alto desires to amend its J/ADU ordinance to implementing SB 1211 and to make additional clerical amendments and minor amendments to conform with State law.
Item 10
Attachment A - Draft
Ordinance (Clean Version)
Item 10: Staff Report
Pg.
10 Packet Pg. 263 of 349
*NOT YET APPROVED*
3 0160107_20250417_ms29
K. Section 9 of this Ordinance amends Chapter 16.04 (California Building Code, California Code of Regulations, Title 24, Part 2, Volumes 1 &2) of Title 16 (Building Regulations) of the Palo Alto Municipal Code. This is an administrative amendment to clarify and establish civil and administrative procedures, regulations, or rules to administer the enforcement of Title 16.
In particular, it clarifies that while the California Building Code definitions of “gross floor area” and “net floor area” apply for the purposes of enforcing Title 16, for the purposes of enforcing the zoning code (Title 18 of the Palo Alto Municipal Code), the definitions in Title 18 apply. This amendment is not a building standard as defined in Health and Safety Code section 18909.
SECTION 2. Chapter 18.09 (Accessory Dwelling Units and Junior Accessory Dwelling Units) of Title 18 (Zoning) of the Palo Alto Municipal Code (“PAMC”) is amended to read as follows (additions underlined and deletions struck-through):
18.09.010 Purpose
The intent of this Chapter is to provide regulations to accommodate accessory and junior accessory dwelling units (ADU/JADU), in order to provide for variety to the city's housing stock and additional affordable housing opportunities. These units shall be separate, self-contained living units, with separate entrances from the main residence, whether attached or detached. The standards below are provided to minimize the impacts of units on nearby residents and throughout the city, and to assure that the size and location of such dwellings is compatible with the existing or proposed residence(s) on the site and with other structures in the area.
18.09.020 Applicable Zoning Districts
The establishment of an accessory dwelling unit is permitted in zoning districts when single-family or multi-family residential is a permitted land use. The development of a single-family home, ADU, and/or a JADU on a lot that allows for single-family development shall not be considered a multifamily development pursuant to PAMC Section 18.04.030, nor shall they require Architectural Review pursuant to other sections of Chapter 18.
18.09.030 Units Exempt from Generally Applicable Local Regulations
(a) Government Code sections 6632365852.2, subdivision (e) provides that certain units shall be approved notwithstanding State or local regulations that may otherwise apply. The following types of units shall be governed by the standards in this section.
In the event of a conflict between this section and Government Code section 6632365852.2, subdivision (e), the Government Code shall prevail.
Item 10
Attachment A - Draft
Ordinance (Clean Version)
Item 10: Staff Report
Pg.
11 Packet Pg. 264 of 349
*NOT YET APPROVED*
4 0160107_20250417_ms29
i. An ADU and JADU within the existing space of a single-family dwelling or an ADU within the existing space of an accessory structure (i.e. conversion without substantial addition).
ii. An ADU and JADU within the proposed space of a single-family dwelling.
iii. A detached, new construction ADU on a lot with a proposed or existing single-family dwelling, provided the ADU does not exceed 800 square feet, sixteen feet in height, or four-foot side and rear (i.e. interior) setbacks, or the maximum height described in subparagraph (A), (B), or (C) of paragraph (4) of subdivision (b) of Government Code Section 66321, as applicable.
iv. ADUs created by conversion of portions of existing multi-family dwellings not used as livable space.
v. Up to two eight detached ADUs on a lot with an existing multi-family dwelling, provided that the number of ADUs does not exceed the number of existing units on the lot.
vi. Up to two detached ADUs on a lot with a proposed multi-family dwelling.
(b) The Development Standards for units governed by this section are summarized in Table 1. Regulations set forth in section 18.09.040 do not apply to units created under 18.09.030. The minimum and maximum sizes indicated in Table 1 do not prohibit units that are greater than 800 square feet. These sizes simply serve to distinguish when a unit transitions from regulations set forth in Table 1 and section
18.09.030 to regulations set forth in Table 2 and section 18.09.040.
Table 1: Development Standards for Units Described in Government Code Section 65852.2(e) 66323
Single-Family Multi-Family
Conversion of
Space Within
the Existing
Space of a
Single-Family
Home or
Accessory
Structure
Construction of
Attached
ADU/JADU
Within the
Proposed Space
of a Single-
Family Home
New
Construction
of Detached
ADU
Conversion of
Non-Habitable
Space Within
Existing Multi-
family Dwelling
Structure
Conversion or
Construction of
Detached(4)
ADU on a site
with Existing
Multi-family
Structure
Conversion or
Construction of
Detached(4) ADU
on a site with
Proposed Multi-
family Structure
Number
of Units
Allowed
1 ADU and 1 JADU 1 Attached ADU, 1 Detached
ADU, and 1 JADU
25% of the
existing units
(at least one)
Up to 8 (not to
exceed the
number of
existing units
on the lot)
2 Minimum 150 sf
Item 10
Attachment A - Draft
Ordinance (Clean Version)
Item 10: Staff Report
Pg.
12 Packet Pg. 265 of 349
*NOT YET APPROVED*
5 0160107_20250417_ms29
size(1)
Maximum
size(1) N/A2 800 sf N/A
Setbacks
N/A, if
condition is
sufficient for
fire and safety
Underlying
zone standard
for Single
Family Home
(ADU must be
within
allowable space
of Single-Family
Home)
4 feet from
side and rear
lot lines;
underlying
zoning for
front setback
N/A
4 feet from side
and rear lot
lines; underlying
zoning for front
setback
Daylight
Plane N/A N/A
Maximum
Height(3) N/A 16 (5) N/A 16 (5)(6)
Parking None
State Law
Reference
65852.2(e)(1)(A
) 66323(a)(1)
65852.2(e)(1)(A
) 66323(a)(1)
65852.2(e)(1)
(B)
66323(a)(2)
65852.2(e)(1)(C) 66323(a)(3) 65852.2(e)(1)(D)
66323(a)(4)
(1) Lofts where the height from the floor level to the underside of the rafter or finished roof surface is 5' or greater shall count towards the unit’s floor area. (2) New construction must be consistent with allowable space (e.g. FAR, Lot Coverage) of a single family residence, except that up to 150 sf may be added for the purpose of ingress and egress only, without regard to underlying zone standards The maximum size of a JADU is 500 square feet. See PAMC 18.09.030(h) for additional information. (3) Units built in a flood zone are not entitled to any height extensions granted to the primary dwelling.
(4) Units must be detached from existing primary dwellings but may be attached to each other. (5) A height of 18 feet for a detached ADU on a lot with an existing or proposed single family or multifamily dwelling unit that is within one-half of one mile walking distance of a major transit stop or a high-quality transit corridor, as those terms are defined in Section 21155 of the Public Resources Code. An additional two feet in height shall be provided to accommodate a roof pitch on an ADU that is aligned with the roof pitch of the primary dwelling unit. (6) A height of 18 feet for a detached ADU on a lot with an existing or proposed multifamily, multistory dwelling.
(c) Development standards stated elsewhere in this Section or Title 18, including standards related to FAR, lot coverage, and privacy, are not applicable to ADUs or JADUs that qualify for approval under this section. When there is an ADU or JADU attached to an existing or proposed primary dwelling, the shared wall between these units shall contribute to the maximum allowable Floor Area, Lot Coverage, and Maximum House Size of the primary unit. For a single-family home, this measurement shall be taken to the outside stud wall in accordance with Section
18.04.030(a)(65)(D). For a multi-family dwelling, this measurement shall be taken to the outside surface of exterior walls in accordance with Section 18.04.030(a)(65)(B) and (C).
(d) The establishment of accessory dwelling units and junior accessory dwelling units pursuant to this section shall not be conditioned on the correction of non- Item 10
Attachment A - Draft
Ordinance (Clean Version)
Item 10: Staff Report
Pg.
13 Packet Pg. 266 of 349
*NOT YET APPROVED*
6 0160107_20250417_ms29
conforming zoning conditions; provided, however, that nothing in this section shall limit the authority of the Chief Building Official to require correction of building standards relating to health and safety. Upon request of the owner for a delay in enforcement, the Chief Building Official shall delay enforcement of a building standard, subject to compliance with Section 17980.12 of the Health and Safety Code.
(e) The installation of fire sprinklers shall not be required in an accessory dwelling unit if sprinklers are not required for the primary residence. The construction of an accessory dwelling unit shall not trigger a requirement for fire sprinklers to be installed in the existing multifamily dwelling. Nothing in this section shall preclude the Fire Marshal from accepting fire sprinklers as an alternative means of compliance with generally applicable fire protection requirements.
(f) Rental of any unit created pursuant to this section shall be for a term of 30 days or more.
(g) Attached units shall have independent exterior access from a proposed or existing single-family dwelling. Except for JADUs, attached units shall not have an interior access point to the primary dwelling (e.g. hotel door or other similar feature/appurtenance). If a permitted JADU does not include a separate bathroom, the permitted JADU shall include a separate entrance from the main entrance to the structure, with an interior entry to the main living area.
(h) Conversion of an existing accessory structure pursuant to Government Code section 65852.2(e)(1)(A) 66314(d)(7) may include reconstruction in-place of a non- conforming structure, so long as the renovation orf reconstruction does not increase the degree of non-compliance, such as increased height, envelope, or further intrusion into required setbacks. An expansion of not more than 150 square feet beyond the same physical dimensions as the existing accessory structure may be provided to accommodate ingress and egress. Any portion of an ADU addition to the existing accessory structure that is not limited to providing for ingress and egress to the unit, and that exceeds the envelope of the existing accessory structure shall be subject to Section 18.09.040.
(i) Street addresses shall be assigned to all units prior to building permit final to assist in emergency response.
(j) The unit shall not be sold separately from the primary residence, except as allowed under Government Code Section 66341.
(k) Replacement parking is not required when a garage, carport, or covered parking structure an off-street parking space is converted to, or demolished in conjunction with the construction of, an ADU.
Item 10
Attachment A - Draft
Ordinance (Clean Version)
Item 10: Staff Report
Pg.
14 Packet Pg. 267 of 349
*NOT YET APPROVED*
7 0160107_20250417_ms29
(l) JADUs shall comply with the requirements of Section 18.09.050.
(m) Notwithstanding any contrary provision of Chapter 8.10, to the extent the City’s application checklist requires a tree disclosure statement, it may be completed by the property owner.
18.09.040 Units Subject to Local Standards
(a) This section shall govern applications for ADUs and JADUs that do not qualify for approval under section 18.09.030 and for which the City may impose local standards pursuant to Government Code section 65852.2, subdivisions (a) through (d)66314.
Nothing in this section shall be interpreted to prohibit an ADU of up to 800 square feet, at the heights stated in Table 2, with a four foot side and rear setbacks.
(b) The Development Standards for units governed by this section are provided in Table
2. These regulations do not limit the height of existing structures converted into ADU/JADUs unless the envelope of the building is proposed to be modified beyond any existing legal, non-conforming condition.
Table 2: All other Units
Attached Detached JADU
Number of Units Allowed1 1 1
Minimum size 150 sf
Maximum size 900 sf (1,000 sf
for two or more
bedrooms);
no more than
50% of the size
of the single-
family home
900 sf (1,000 sf
for two or
more
bedrooms)
500 sf
Setbacks 4 feet from side and rear lot lines; Underlying zone standard
for front
setback
Daylight Plane Underlying
zone standard
per footnote (7)
N/A Underlying
zone standard
Maximum Height3 Underlying
zone standard Res. Estate (RE) 30 feet
Open Space (OS) 25 feet
All other eligible zones 16 feet(5)(6)(7)
Parking None
Item 10
Attachment A - Draft
Ordinance (Clean Version)
Item 10: Staff Report
Pg.
15 Packet Pg. 268 of 349
*NOT YET APPROVED*
8 0160107_20250417_ms29
Square Footage Exemption when in
conjunction with a single family
home(4)
Up to 800 sf Up to 500 sf
(1) An attached orand detached ADU may be built in conjunction with a JADU on a lot with an existing or proposed single family home. One attached or detached ADU may be built in conjunction with an existing or proposed multifamily building. (2) Lofts where the height from the floor level to the underside of the rafter or finished roof surface is 5' or greater shall count towards the unit’s floor area. (3) Units built in a flood zone are not entitled to any height extensions granted to the primary dwelling.
(4) Lots with both an attached and detached ADU and a JADU may exempt a maximum combined total of 800 square feet of boththe ADUs and JADU from FAR, Lot Coverage, and Maximum House Size calculations. Any square footage that exceeds this exemption shall contribute to the FAR, Lot Coverage, and (if attached) Maximum House Size calculations for the subject property.
This exemption is not afforded to lots with existing or proposed multifamily dwellings. (5) A height of 18 feet for a detached ADU on a lot with an existing or proposed single family or multifamily dwelling unit that is within one-half of one mile walking distance of a major transit stop or a high-quality transit corridor, as those terms are defined in Section 21155 of the Public Resources Code. An additional two feet in height shall be provided to accommodate a roof pitch on an ADU that is aligned with the roof pitch of the primary dwelling unit. (6) A height of 18 feet for a detached ADU on a lot with an existing or proposed multifamily, multistory dwelling.
(7) A height of 25 feet or the height limitation in the underlying zone district that applies to the primary dwelling, whichever is lower, for an ADU that is attached to a primary dwelling. These ADUs shall not exceed two stories in height.
(c) A single-family or multifamily dwelling shall exist on the lot or shall be constructed on the lot in conjunction with the construction of an ADU/JADU.
(d) ADU and/or JADU square footage shall not be included in FAR, Lot Coverage, and Maximum House Size calculations for a lot with an existing or proposed single family home, up to the amounts stated in Table 2. ADU and/or JADU square footage in excess of the exemptions provided in Table 2 shall be included in FAR, Lot Coverage, and Maximum House Size calculations for the lot.
(e) When there is an ADU or JADU attached to an existing or proposed primary dwelling, the shared wall between these units shall contribute to the maximum allowable Floor Area, Lot Coverage, and Maximum House Size of the primary unit. For a single- family home, this measurement shall be taken to the outside stud wall in accordance with Section 18.04.030(a)(65)(D). For a multi-family dwelling, this measurement shall be taken to the outside surface of exterior walls in accordance with Section
18.04.030(a)(65)(B) and (C).
(f) Attached units shall have independent exterior access from a proposed or existing single-family dwelling. Except for JADUs, Aattached units shall not have an interior Item 10
Attachment A - Draft
Ordinance (Clean Version)
Item 10: Staff Report
Pg.
16 Packet Pg. 269 of 349
*NOT YET APPROVED*
9 0160107_20250417_ms29
access point to the primary dwelling (e.g. hotel door or other similar feature/appurtenance).
(g) Reserved No protected tree shall be removed for the purpose of establishing an accessory dwelling unit except in accordance with Chapter 8.10. Notwithstanding any contrary provision of Chapter 8.10, to the extent the City’s application checklist requires a tree disclosure statement, it may be completed by the property owner.
(h) For properties listed in the Palo Alto Historic Inventory, the California Register of Historical Resources, the National Register of Historic Places, or considered a historic resource after completion of a historic resource evaluation, compliance with the appropriate Secretary of Interior’s Standards for the Treatment of Historic Properties shall be required.
(i) Noise-producing equipment such as air conditioners, water heaters, and similar service equipment that exclusively serves an ADU/JADU may be located anywhere on the site, provided they maintain the underlying front yard setback requirements of the property and, if the property is a corner lot, a 10-foot street-side setback. All such equipment shall be insulated and housed, except that the Director may permit installation without housing and insulation, provided that a combination of technical noise specifications, location of equipment, and/or other screening or buffering will assure compliance with the city’s Noise Ordinance at the nearest property line. All service equipment must meet the city’s Noise Ordinance in Chapter 9.10 of the Municipal Code.
(j) Setbacks
(1) Detached units shall maintain a minimum three-foot distance from the primary unit, measured from the exterior walls of structures.
(2) A basement or other subterranean portion that serves an ADU/JADU may encroach into a setback required for the primary dwelling provided the following conditions are met:
(A) Newly constructed basement walls are no closer than four feet to an adjacent interior side or rear property line.
(B) A new lightwell associated with a basement shall not be placed closer than four feet to an adjacent interior property line. When visible from the right of way, these facilities shall be screened from view with vegetation.
(C) The new basement shall not negatively impact tree roots on the subject property or on adjacent lots such that it would require to be removed or cause the protected tree to die.
Item 10
Attachment A - Draft
Ordinance (Clean Version)
Item 10: Staff Report
Pg.
17 Packet Pg. 270 of 349
*NOT YET APPROVED*
10 0160107_20250417_ms29
(D) (C) Habitable ADU/JADU basements shall contribute toward the unit’s total allowable floor area. Any floor area in excess of the exemptions provided in this Section shall contribute to the total allowable limits for the site.
(3) Projections, including but not limited to windows, doors, mechanical equipment, venting or exhaust systems, are not permitted to encroach into the required setbacks, with the exception of a roof eave of up to 2 feet.
(4) For corner lots developed as a single-family home only, when an existing or proposed primary dwelling unit is expanded or constructed simultaneously with the construction of a new ADU/JADU, the homeowner may elect to build all structures may be built to a 10-foot street-side setback and a 16-foot front yard setback, regardless of the presence of a more restrictive special setback, unless a fire or life-safety regulation requires a greater setback.
Pursuant Government Code section 66321(b)(3), a street-side setback may not preclude the development of an 800 square foot unit.
(5) When an existing, legal, nonconforming structure is converted or reconstructed to create an ADU/JADU, any portion of the ADU/JADU that is in the same location and falls within the building envelope of the original structure shall not be subject to the development standards stated in this Section. Any portion of the ADU/JADU that is in a different location or exceeds the envelope of the original structure shall comply with the development standards stated in this Section.
(6) Notwithstanding the development standards stated in Table 2 and paragraph (5) above, when an existing, legal, non-conforming structure is converted in- place to an ADU/JADU, the envelope of the structure may be modified to encroach further into a setback or daylight plane as follows:
(A) The height of the existing structure may be increased by no more than one linear foot in height commensurate to the existing roofline of the structure provided the height of the addition does not exceed 12 feet from grade. The roofline shall not be changed to a style other than what currently exists on the structure.
(B) Each non-conforming wall may be expanded by no more than six inches in thickness based on its existing location and configuration, as measured to exterior surface of the material, to provide for greater insulation and energy requirements provided that a minimum of one foot is maintained between the addition and an adjacent interior property line. An existing wall of a structure that does not currently Item 10
Attachment A - Draft
Ordinance (Clean Version)
Item 10: Staff Report
Pg.
18 Packet Pg. 271 of 349
*NOT YET APPROVED*
11 0160107_20250417_ms29
have a separation of one foot from a parallel property line shall not be expanded outward.
(C) All other additions not specified here shall follow the standard setbacks for the ADU/JADU identified in Table 2.
(k) Design
(1) Except on corner lots, where feasible, the unit shall not have an entranceway facing the same lot line (property line) as the entranceway to the main dwelling unit unless the entranceway to the accessory unit is located in the rear half of the lot. Exterior staircases to second floor units shall be located toward the interior side or rear yard of the property.
(2) Privacy
(A) Second story doors and decks shall not face a neighboring property line. Second story decks and balconies shall utilize screening barriers to prevent views towards an adjacent interior property line. These barriers shall be a minimum five-foot, six-inch height from the floor level of the deck or balcony and shall not include perforations of any kind that would allow visibility between properties.
(B) Windows on a second floor, loft, or equivalent elevated space, excluding those required for egress, shall have a five-foot sill height as measured from the second-finished floor level, or utilize opaque glazing on the entirety any window that faces an adjacent interior property line.
(C) Windows on a second finished floor, loft, or equivalent elevated space, shall be offset from neighbor’s windows to maximize privacy. (D) Where feasible, egress windows on the first and second finished floor of an ADU or JADU shall not face towards an adjacent interior property line. If this is not feasible, then these windows shall utilize opaque glazing on the whole window.
(E) If the first finished floor of an ADU or JADU is two feet or more above grade, then first floor windows shall include the following:
i. Non-egress, operable windows facing an adjacent interior property line shall have a windowsill(s) that start five feet above the first finished floor for the unit;
ii. Non-egress, non-operable windows facing an adjacent interior property line shall have the lower half of window(s) (minimum of five feet above the first finished floor) utilize opaque glazing.
(F) Where feasible, the use of skylights (whether operable or not) shall be used in lieu of operable windows that face adjacent interior properties.
Item 10
Attachment A - Draft
Ordinance (Clean Version)
Item 10: Staff Report
Pg.
19 Packet Pg. 272 of 349
*NOT YET APPROVED*
12 0160107_20250417_ms29
(G) No exterior lighting shall be mounted above seven feet. All lighting mounted on walls shall be directed downwards and shall not direct light towards adjacent interior property lines. Any ground lighting shall not direct light upwards to the building or sky.
(l) Parking
(1) Replacement parking is not required when a garage, carport, or covered parking structure, or uncovered parking space is converted to, or demolished in conjunction with the construction of, an ADU.
(2) Replacement parking is required when an existing attached garage, carport, or covered parking structure is converted to a JADU or when a required, existing, uncovered parking space is expanded into an ADU/JADU. These replacement spaces may be provided as uncovered spaces in any configuration on the lot including within the front or street side yard setback for the property.
(A) The Director shall have the authority to modify required replacement parking spaces by up to one foot in width and length upon finding that the reduction is necessary to accommodate parking in a location otherwise allowed under this code and is not detrimental to public health, safety or the general welfare.
(B) Existing front and street side yard driveways may be enlarged to the minimum extent necessary to comply with the replacement parking requirement above. Existing curb cuts shall not be altered except when necessary to promote public health, safety or the general welfare.
(2) (3) When parking is provided, the unit shall have street access from a driveway in common with the main residence in order to prevent new curb cuts, excessive paving, and elimination of street trees, unless separate driveway access will result in fewer environmental impacts such as paving, grading or tree removal.
(3) (4) When a single-family dwelling unit is permitted simultaneously with the construction of new ADU/JADUs, the primary unit’s covered parking requirements identified in Chapter 18.10 and 18.12 do not need to be provided. Two uncovered parking spaces shall be provided in any configuration on the lot including within the front or street-side setback for the property.
Item 10
Attachment A - Draft
Ordinance (Clean Version)
Item 10: Staff Report
Pg.
20 Packet Pg. 273 of 349
*NOT YET APPROVED*
13 0160107_20250417_ms29
(4) (5) If covered parking for a unit is provided in any district, the maximum size of the covered parking area for the accessory dwelling unit is 220 square feet.
This space shall count towards the total floor area for the site but does not contribute to the maximum size of the unit. Any attached garage shall not have an interior access point to the ADU/JADU (e.g. hotel door or other similar feature/appurtenance).
(m) Landscape
(1) For the purposes of this subsection (m), “protected tree” means:
(A) Any locally native tree of the species Acer macrophyllum (Bigleaf Maple), Calocedrus decurrens (California Incense Cedar), Quercus agrifolia (Coast Live Oak), Quercus douglasii (Blue Oak), Quercus kelloggii (California Black Oak), or Quercus lobata (Valley Oak) which is eleven and one-half inches in diameter (thirty-six inches in circumference) or more when measured four and one-half feet (fifty- four inches) above natural grade.
(B) Any Coast Redwood tree (species Sequoia sempervirens) that is eighteen inches in diameter (fifty-seven inches in circumference) or more when measured four and one-half feet (fifty-four inches) above natural grade.
(C) Any tree of any species, other than a Coast Redwood Tree, fifteen inches in diameter (forty-seven inches in circumference) or more when measured four and one-half feet (fifty-four inches) above natural grade. A “protected tree” does not include a tree of any species on the Exempt Species List put forth by the Department of Urban Forestry and available on the City’s website.
(D) Any tree designated for protection during review and approval of a current or previously completed development project.
(E) Any tree designated for carbon sequestration and storage and/or environmental mitigation purposes as identified in an agreement between the property owner and a responsible government agency or recorded as a deed restriction.
(F) Any heritage tree previously designated by the city council. (G) Any tree previously planted as a replacement mitigation tree. (2) Except as provided in subsection (3) below, the construction of an ADU shall not impact any protected tree, on the subject property or any adjacent lot by requiring:
(A) Removal of more than twenty-five percent of the functioning leaf, stem, or root area of a tree in any twenty-four-month period; or (B) Removal of more than fifteen percent of the functioning root area of any Quercus (oak) species in any thirty-six-month period; or Item 10
Attachment A - Draft
Ordinance (Clean Version)
Item 10: Staff Report
Pg.
21 Packet Pg. 274 of 349
*NOT YET APPROVED*
14 0160107_20250417_ms29
(C) Trenching, excavating, altering the grade, or paving within the tree protection zone of a tree in a way that foreseeably leads to the death of the tree. For the purposes of this subsection (m), "tree protection zone" means the area defined by a circle with a radius ten times the diameter of the trunk when measured four and one-half feet (fifty- four inches) above natural grade.
(3) If an action prohibited by section 18.09.040(m)(2) is necessary to allow the construction of an ADU that meets the minimum standards set forth in state law, the tree shall be replaced according to the objective requirements identified in the Tree Canopy Replacement Table of the Palo Alto Tree and Landscape Technical Manual.
(4) The construction of an ADU must comply with applicable objective standards and specifications in the Tree and Landscape Technical Manual for the protection of trees during construction. Compliance with this subsection (4) shall not delay or cause the denial of an ADU or JADU building permit or use permit.
(n) Miscellaneous requirements
(1) Street addresses shall be assigned to all units prior to building permit final to assist in emergency response.
(2) The unit shall not be sold separately from the primary residence except as allowed under Government Code Section 66341.
(3) Rental of any unit created pursuant to this section shall be for a term of 30 days or more.
(4) The installation of fire sprinklers shall not be required in an accessory dwelling unit if sprinklers are not required for the primary residence. Nothing in this section shall preclude the Fire Marshal from accepting fire sprinklers as an alternative means of compliance with generally applicable fire protection requirements.
18.09.050 Additional Requirements for JADUs
(a) A JADUjunior accessory dwelling unit may only be created on a lot in a single-family residential zone with an existing or proposed single family residence. A JADUjunior accessory dwelling unit shall be attached to or created within the walls of an existing or proposed primary dwelling, including enclosed uses within the residence, such as an attached garage.
(b) The JADUjunior accessory dwelling unit shall include an efficiency kitchen, requiring the following components: A cooking facility with appliances, and; food preparation Item 10
Attachment A - Draft
Ordinance (Clean Version)
Item 10: Staff Report
Pg.
22 Packet Pg. 275 of 349
*NOT YET APPROVED*
15 0160107_20250417_ms29
counter and storage cabinets that are of reasonable size in relation to the size of the junior accessory dwelling unit.
i. A cooking facility with appliances shall mean, at minimum a one burner installed range, an oven or convection microwave, a 10 cubic foot refrigerator and freezer combination unit, and a sink that facilitates hot and cold water.
ii. A food preparation counter and storage cabinets shall be of reasonable size in relation to a JADU if they provide counter space equal to a minimum 24-inch depth and 36-inch length.
iii. i. JADUs may share sanitation facilities (bathrooms, laundry facilities, etc.) with the primary unit. If a permitted JADU does not include a separate bathroom, the permitted junior accessory dwelling unit shall include a separate entrance from the main entrance to the structure, with an interior entry to the main living area. In this instance, the floor area and lot coverage associated with shared space shall count towards the primary unit’s maximum allowances only. The combined sanitation facilities between the units shall include shower, toilet, and sink fixtures at a minimum and shall conform to the minimum requirements specified in the Building Code.
(c) For the purposes of any fire or life protection ordinance or regulation or for the purposes of providing service for water, sewer, or power, a JADUjunior accessory dwelling unit shall not be considered a separate or new unit.
(d) The owner of a parcel proposed for a JADUjunior accessory dwelling unit shall occupy as a primary residence either the primary dwelling or the JADUjunior accessory dwelling. Owner-occupancy is not required if the owner is a governmental agency, land trust, or housing organization.
(e) Prior to the issuance of a building permit for a JADUjunior accessory dwelling unit, the owner shall record a deed restriction in a form approved by the city that includes a prohibition on the sale of the junior accessory dwelling unit separate from the sale of the single-family residence, requires owner-occupancy consistent with subsection (d) above, does not permit short-term rentals, and restricts the size and attributes of the JADUjunior dwelling unit to those that conform with this section.
(f) JADU incentive. The existing or proposed primary dwelling unit shall be afforded bonus square footage equal to the square footage of a proposed JADU when a JADU is constructed on site, provided the JADU meets the following requirements:
1) The JADU must conform to the underlying zoning district’s development standards for single family homes.
Item 10
Attachment A - Draft
Ordinance (Clean Version)
Item 10: Staff Report
Pg.
23 Packet Pg. 276 of 349
*NOT YET APPROVED*
16 0160107_20250417_ms29
2) The maximum number of units on site shall not exceed four (two ADUs, one JADU, and one primary home).
3) The maximum size of the JADU shall not exceed 500 square feet. 4) The total maximum bonus/exempt floor area provided for the site under Section 18.09.040 and 18.09.050 may not exceed 800 square feet. 5) The exterior entryway to the JADU shall not face the same direction as the entrance to the primary home.
6) All egress windows which face an adjacent residential property must utilize opaque glazing on the whole window.
7) All non-egress windows which face an adjacent residential property must have a windowsill(s) that start five feet above the first finished floor for the unit. 8) All noise producing equipment associated with the JADU must comply with the noise regulations in PAMC 9.10.
SECTION 3. Subsection (a)(75)(A) of Section 18.04.030 (Definitions) of Chapter 18.04 (Definitions) of Title 18 (Zoning) of the Palo Alto Municipal Code (“PAMC”) is amended to read as follows (additions underlined and deletions struck-through):
(A) For ADUs, a kitchen must have permanent provisions for eating, cooking, and sanitation as required by Government Code Section 66313 and Section 17958.1 of the Health and Safety Code. major appliances shall mean a minimum two burner installed range, and an oven or convection microwave, as well as a minimum 11 cubic foot freezer and refrigerator combination unit. Kitchens shall also include counter space for food preparation equal to a minimum 24-inch depth and 36-inch length, and a sink that facilitates hot and cold water.
SECTION 4. Subsection (a) of Section 16.49.050 (Exterior Alteration of Historic Structures) of Title 16 (Building Regulations) of the Palo Alto Municipal Code (“PAMC”) is amended to read as follows (additions underlined and deletions struck-through):
(a) Review Process. Except for Accessory Dwelling Units and Junior Accessory Dwelling Units proposed on properties listed in the Palo Alto local historic inventory, aAll applications for a building permit for exterior alteration to any historic structure/site in the downtown area or a significant building elsewhere in the city, new construction on a parcel where there is currently a historic structure in the downtown area or a significant building elsewhere in the city, or such application for construction within a historic district shall be reviewed as follows:
SECTION 5. Footnote (5) of Table 2 in Section 18.10.040 (Development Standards) of Chapter
18.10 (Low-Density Residential (RE, R-2 and RMD) Districts) is amended to read as follows (deletions struck-through):
(5) Maximum House Size: The gross floor area of attached garages and attached accessory dwelling units and junior accessory dwelling units are included in the calculation of Item 10
Attachment A - Draft
Ordinance (Clean Version)
Item 10: Staff Report
Pg.
24 Packet Pg. 277 of 349
*NOT YET APPROVED*
17 0160107_20250417_ms29
maximum house size. If there is no garage attached to the house, then the square footage of one detached covered parking space shall be included in the calculation. This provision applies only to single-family residences, not to duplexes allowed in the R-2 and RMD districts.
SECTION 6. Section 18.10.150 (Grandfathered Uses) of Chapter 18.10 (Low-Density Residential) of Title 18 (Zoning) of the Palo Alto Municipal Code (“PAMC”) is amended to read as follows (additions underlined, deletions struck-through, unchanged text omitted by bracketed ellipses):
18.10.150 Grandfathered Uses
[…]
(d) (Reserved) Existing Accessory Dwellings and Guest Cottages In the RE district, accessory dwellings and guest cottages existing on April 28, 1986, and which prior to that date were lawful, conforming permitted uses may remain as legal nonconforming uses. Such uses shall be permitted to remodel, improve or replace site improvements on the same site, without necessity to comply with site development regulations for continual use and occupancy by the same use; provided that any such remodeling, improvement or replacement shall not add a kitchen nor result in increased floor area, number of dwelling units, height, length or any other increase in the size of the improvement without complying with the standards set forth in this subsection and applying for and receiving a conditional use permit pursuant to Chapter 18.76.
[…]
SECTION 7. Footnote (8) of Table 2 in Section 18.12.040 (Development Standards) of Chapter
18.12 (R-1 Single Family Residential District) of Title 18 (Zoning) of the Palo Alto Municipal Code is amended to read as follows (deletions struck-through):
(8) Maximum House Size: The gross floor area of attached garages and attached accessory dwelling units and junior accessory dwelling units are included in the calculation of maximum house size. If there is no garage attached to the house, then the square footage of one detached covered parking space shall be included in the calculation.
SECTION 8. Chapter 18.28 (Special Purpose (PF, OS, and AC) Districts) of Title 18 (Zoning) of the Palo Alto Municipal Code is amended to read as follows (additions underlined, deletions struck-through, unchanged text omitted by bracketed ellipses):
[. . .]
18.28.040 Land Uses
Item 10
Attachment A - Draft
Ordinance (Clean Version)
Item 10: Staff Report
Pg.
25 Packet Pg. 278 of 349
*NOT YET APPROVED*
18 0160107_20250417_ms29
Table 1 shows the permitted (P) and conditionally permitted (CUP) land uses for the Special Purpose Districts.
Table 1
Land Uses
PF OS AC Subject to
Regulations in
Chapter:
ACCESSORY AND SUPPORT USES
[…] […] […] […] […]
Accessory Dwelling Units,
subject to regulations in
Section 18.42.040
P(2) P(2) P(2) 18.0942.040
Junior Accessory Dwelling
Units
P(2) P(2) P(2) 18.0942.040
[…] […] […] […] […]
[. . .]
(2) An Aaccessory dDwelling uUnit or a Junior Accessory Dwelling Unit associated with a single-family or multi-family residence on a lot in the OS District is permitted, subject to the provisions of Section Chapter 18.0942.040, and such that no more than two total units result on the lot.
[…]
18.28.070 Additional OS District Regulations
The following additional regulations shall apply in the OS district:
(a) Accessory Dwelling Units and Junior Accessory Dwelling Units Accessory Dwelling Units and Junior Accessory Dwelling Units are subject to the regulations set forth in SectionChapter 18.0942.040.
[. . .]
18.28.100 Grandfathered Uses
In the OS district, accessory dwellings and guest cottages existing on April 28, 1986, and which prior to that date were lawful, conforming permitted uses may remain as legal nonconforming uses. Such uses shall be permitted to remodel, improve or replace site improvements on the same site, without necessity to comply with site development regulations for continual use and occupancy by the same use; provided that any such remodeling, improvement or replacement shall not add a kitchen nor result in increased floor area, number of dwelling units, height, Item 10
Attachment A - Draft
Ordinance (Clean Version)
Item 10: Staff Report
Pg.
26 Packet Pg. 279 of 349
*NOT YET APPROVED*
19 0160107_20250417_ms29
length or any other increase in the size of the improvement without complying with the standards set forth in Section 18.28.070(a) and without applying for and receiving a conditional use permit.
SECTION 9. Section 16.04.235 (Section 202 Definitions) is added to Chapter 16.04 (California Building Code, California Code of Regulations, Title 24, Part 2, Volumes 1 &2) of Title 16 (Building Regulations) of the Palo Alto Municipal Code to read as follows (additions underlined, bracketed ellipses indicate text of the California Building Code, 2022 Edition, that has been adopted without amendment but is omitted for brevity):
Section 202 Definitions
[...]
FLOOR AREA, GROSS. The floor area within the inside perimeter of the exterior walls of the building under consideration, exclusive of vent shafts and courts, without deduction for corridors, stairways, ramps, closets, the thickness of interior walls, columns or other features.
The floor area of a building, or portion thereof, not provided with surrounding exterior walls shall be the usable area under the horizontal projection of the roof or floor above. The gross floor area shall not include shafts with no openings or interior courts. For the purposes of Title 18 (Zoning), the definition of “gross floor area” in Section 18.04.030 shall apply.
FLOOR AREA, NET. The actual occupied area not including unoccupied accessory areas such as corridors, stairways, ramps, toilet rooms, mechanical rooms and closets. For the purposes of Title 18 (Zoning), the definition of “net floor area” in Section 18.04.030 shall apply.
[...]
SECTION 10. Any provision of the Palo Alto Municipal Code or appendices thereto inconsistent with the provisions of this Ordinance, to the extent of such inconsistencies and no further, is hereby repealed or modified to that extent necessary to affect the provisions of this Ordinance.
SECTION 11. If any section, subsection, sentence, clause, or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have passed this Ordinance and each and every section, subsection, sentence, clause, or phrase not declared invalid or unconstitutional without regard to whether any portion of the ordinance would be subsequently declared invalid or unconstitutional.
SECTION 12. The Council finds that the adoption of this Ordinance is exempt from the provisions of the California Environmental Quality Act (CEQA) pursuant to Public Resources Code Section 21080.17 and CEQA Guidelines sections 15061(b)(3), because it constitutes amendments to the City’s zoning ordinance to conform with preemptive State law, including Item 10
Attachment A - Draft
Ordinance (Clean Version)
Item 10: Staff Report
Pg.
27 Packet Pg. 280 of 349
*NOT YET APPROVED*
20 0160107_20250417_ms29
Article 2 (commencing with Section 66314) and Article 3 (commencing with Section 66333) of Chapter 13 of Division 1 of Title 7 of, the Government Code, as well as other minor and non- substantive amendments. As such, it can be seen with certainty that the proposed action will not have the potential for causing a significant effect on the environment.
SECTION 13. This ordinance shall be effective on the thirty-first date after the date of its adoption.
INTRODUCED:
PASSED:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
ATTEST:
____________________________ ____________________________ City Clerk Mayor
APPROVED AS TO FORM: APPROVED:
____________________________ ____________________________ City Attorney or Designee City Manager
____________________________
Director of Planning and
Development Services
Item 10
Attachment A - Draft
Ordinance (Clean Version)
Item 10: Staff Report
Pg.
28 Packet Pg. 281 of 349
*NOT YET APPROVED*
1 0160107_20250417_ms29
Ordinance No. _____
Ordinance of the Council of the City of Palo Alto Amending Title 16 (Building Regulations) and Title 18 (Zoning) of the Palo Alto Municipal Code to Amend Requirements Relating to Accessory Dwelling Units and Junior Accessory Dwelling Units
The Council of the City of Palo Alto does ORDAIN as follows:
SECTION 1. Findings and Declarations.
A. In 2023, the City of Palo Alto adopted Ordinance 5585, amending the City’s requirements for ADUs and JADUs to reflect changes in State law and guidance from the California Department of Housing and Community Development (HCD).
B. On October 29, 2024, the City received a letter from HCD commenting on aspects of the City’s J/ADU ordinance that HCD found inconsistent with State law.
C. California Government Code section 66326(b)(2) requires that the City either amend its ordinance as indicated in the letter or adopt the ordinance without the changes and include findings that explain the reasons the City believes the ordinance complies with State J/ADU law.
D. Upon recommendation of City Staff and the Planning and Transportation Commission, the Council of the City of Palo Alto now intends to amend its J/ADU ordinance in response to each of HCD’s comments.
E. Additionally, the City now adopts explanatory findings to accompany the amendments in response to several of HCD’s comments.
F. HCD Comment 9 states, “The Ordinance makes several references to Chapter 8.10, the City’s Tree and Landscape Preservation and Management regulations, and requires that elements of ADU development conform to Chapter 8.10…The City should amend the Ordinance to ensure that compliance with this ordinance section will not delay or cause the denial of an ADU or JADU building permit or use permit.” The City now intends to amend its ADU ordinance to eliminate references to Chapter 8.10. Additionally, the City now amends its Chapter 18.09.040 to include objective landscape requirements for those ADUs that are subject to local standards, pursuant to Government Code section 66314(b). These landscape requirements include adherence to applicable objective landscape standards in the Tree and Landscape Technical Manual for the protection of trees during construction. The City Council finds that the standards in the Tree and Landscape Technical Manual for the protection of trees during construction are industry standard best practices for construction and are typically imposed as conditions of approval. Consistent with HCD’s comment, the Item 10
Attachment B - Draft
Ordinance (Annotated)
Item 10: Staff Report
Pg.
29 Packet Pg. 282 of 349
*NOT YET APPROVED*
2 0160107_20250417_ms29
ordinance will clarify that the Tree and Landscape Technical Manual’s standards for tree protection during construction are not a cause of delay or denial of an ADU or JADU permit.
G. HCD Comment 10 states, “The Ordinance describes JADUs in the section ‘Units Subject to Local Standards’ and creates governance of JADUs that ‘do not qualify for approval under section 18.090.030.’ However, all JADUs are created pursuant to Government Code section 66323, subdivision (a)(1), and would therefore be approved under section 18.090.030. The City must remove references to JADUs in this section.” The City Council finds that this comment is incorrect; although some JADUs are created pursuant to Government Code section 66323, JADUs may also be created pursuant to Government Code sections 66333- 66339 (also known as “Article 3”), which begins with the statement “Notwithstanding Article 2 (commencing with Section 66314 [and including section 66323]), a local agency may, by ordinance, provide for the creation of junior accessory dwelling units in single- family residential zones” (emphasis added). Nonetheless, through this Ordinance, the City intends to remove all references to JADUs in Section 18.09.040, “Units Subject to Local Standards.” All JADUs that meet the requirements of Government Code section 66323(a) will be subject to the ministerial approval provisions in Chapter 18.09.030. Additionally, in order to further incentivize the construction of JADUs, the Ordinance allows a 500 square foot bonus for the primary dwelling unit where a JADU that meets the conditions in
18.09.050(f) is constructed on site. The City Council finds that this additional incentive provided in 18.09.050 does not conflict with Government Code sections 66310-66342 because it liberalizes the City’s regulations for primary residences and does not regulate the construction of JADUs.
H. HCD Comment 14 states, “Section 18.09.040 (l) – Parking Exceptions – The Ordinance does not provide for exemptions to parking requirements pursuant to Government Code section 66322, subdivisions (a)(1) through (a)(6)…Therefore, the City must amend the Ordinance to add the required exemptions.” Table 1 and 2 of PAMC 18.09.030 and 18.09.040, as well as Table 1 of PAMC 18.52.040, indicate that parking is not required for newly constructed ADUs or JADUs. Additionally, this Ordinance amends PAMC 18.09.040(l) so that the City no longer requires replacement parking for ADUs or JADUs under any circumstance. Because the Ordinance as amended imposes no parking requirements for J/ADUs, it does not enumerate the exemptions to parking requirements described in Government Code section 66322(a)(1)-(6).
I. On September 19, 2024, the Governor signed Senate Bill (SB) 1211, effective January 1, 2025. SB 1211 allows up to 8 detached accessory dwelling units (ADUs) on parcels with existing multifamily development and provides that cities can no longer require replacement parking for uncovered parking spaces that are removed for an ADU.
J. Upon recommendation of City Staff and the Planning and Transportation Commission, the Council of the City of Palo Alto desires to amend its J/ADU ordinance to implementing SB 1211 and to make additional clerical amendments and minor amendments to conform with State law.
Item 10
Attachment B - Draft
Ordinance (Annotated)
Item 10: Staff Report
Pg.
30 Packet Pg. 283 of 349
*NOT YET APPROVED*
3 0160107_20250417_ms29
K. Section 9 of this Ordinance amends Chapter 16.04 (California Building Code, California Code of Regulations, Title 24, Part 2, Volumes 1 &2) of Title 16 (Building Regulations) of the Palo Alto Municipal Code. This is an administrative amendment to clarify and establish civil and administrative procedures, regulations, or rules to administer the enforcement of Title 16.
In particular, it clarifies that while the California Building Code definitions of “gross floor area” and “net floor area” apply for the purposes of enforcing Title 16, for the purposes of enforcing the zoning code (Title 18 of the Palo Alto Municipal Code), the definitions in Title 18 apply. This amendment is not a building standard as defined in Health and Safety Code section 18909.
SECTION 2. Chapter 18.09 (Accessory Dwelling Units and Junior Accessory Dwelling Units) of Title 18 (Zoning) of the Palo Alto Municipal Code (“PAMC”) is amended to read as follows (additions underlined and deletions struck-through):
18.09.010 Purpose
The intent of this Chapter is to provide regulations to accommodate accessory and junior accessory dwelling units (ADU/JADU), in order to provide for variety to the city's housing stock and additional affordable housing opportunities. These units shall be separate, self-contained living units, with separate entrances from the main residence, whether attached or detached. The standards below are provided to minimize the impacts of units on nearby residents and throughout the city, and to assure that the size and location of such dwellings is compatible with the existing or proposed residence(s) on the site and with other structures in the area.
18.09.020 Applicable Zoning Districts
The establishment of an accessory dwelling unit is permitted in zoning districts when single-family or multi-family residential is a permitted land use. The development of a single-family home, ADU, and/or a JADU on a lot that allows for single-family development shall not be considered a multifamily development pursuant to PAMC Section 18.04.030, nor shall they require Architectural Review pursuant to other sections of Chapter 18.
18.09.030 Units Exempt from Generally Applicable Local Regulations
(a) Government Code sections 6632365852.2, subdivision (e) provides that certain units shall be approved notwithstanding State or local regulations that may otherwise apply. The following types of units shall be governed by the standards in this section.
In the event of a conflict between this section and Government Code section 6632365852.2, subdivision (e), the Government Code shall prevail.
Commented [A1]: HCD Comment 1.
Commented [A2]: HCD Comment 1.
Commented [A3]: HCD Comment 1
Item 10
Attachment B - Draft
Ordinance (Annotated)
Item 10: Staff Report
Pg.
31 Packet Pg. 284 of 349
*NOT YET APPROVED*
4 0160107_20250417_ms29
i. An ADU and JADU within the existing space of a single-family dwelling or an ADU within the existing space of an accessory structure (i.e. conversion without substantial addition).
ii. An ADU and JADU within the proposed space of a single-family dwelling.
iii. A detached, new construction ADU on a lot with a proposed or existing single-family dwelling, provided the ADU does not exceed 800 square feet, sixteen feet in height, or four-foot side and rear (i.e. interior) setbacks, or the maximum height described in subparagraph (A), (B), or (C) of paragraph (4) of subdivision (b) of Government Code Section 66321, as applicable.
iv. ADUs created by conversion of portions of existing multi-family dwellings not used as livable space.
v. Up to two eight detached ADUs on a lot with an existing multi-family dwelling, provided that the number of ADUs does not exceed the number of existing units on the lot.
vi. Up to two detached ADUs on a lot with a proposed multi-family dwelling.
(b) The Development Standards for units governed by this section are summarized in Table 1. Regulations set forth in section 18.09.040 do not apply to units created under 18.09.030. The minimum and maximum sizes indicated in Table 1 do not prohibit units that are greater than 800 square feet. These sizes simply serve to distinguish when a unit transitions from regulations set forth in Table 1 and section
18.09.030 to regulations set forth in Table 2 and section 18.09.040.
Table 1: Development Standards for Units Described in Government Code Section 65852.2(e) 66323
Single-Family Multi-Family
Conversion of
Space Within
the Existing
Space of a
Single-Family
Home or
Accessory
Structure
Construction of
Attached
ADU/JADU
Within the
Proposed Space
of a Single-
Family Home
New
Construction
of Detached
ADU
Conversion of
Non-Habitable
Space Within
Existing Multi-
family Dwelling
Structure
Conversion or
Construction of
Detached(4)
ADU on a site
with Existing
Multi-family
Structure
Conversion or
Construction of
Detached(4) ADU
on a site with
Proposed Multi-
family Structure
Number
of Units
Allowed
1 ADU and 1 JADU 1 Attached ADU, 1 Detached
ADU, and 1 JADU
25% of the
existing units
(at least one)
Up to 8 (not to
exceed the
number of
existing units
on the lot)
2 Minimum 150 sf
Commented [A4]: HCD Comment 2
Commented [A5]: HCD Comment 1
Commented [A6]: HCD Comment 3
Item 10
Attachment B - Draft
Ordinance (Annotated)
Item 10: Staff Report
Pg.
32 Packet Pg. 285 of 349
*NOT YET APPROVED*
5 0160107_20250417_ms29
size(1)
Maximum
size(1) N/A2 800 sf N/A
Setbacks
N/A, if
condition is
sufficient for
fire and safety
Underlying
zone standard
for Single
Family Home
(ADU must be
within
allowable space
of Single-Family
Home)
4 feet from
side and rear
lot lines;
underlying
zoning for
front setback
N/A
4 feet from side
and rear lot
lines; underlying
zoning for front
setback
Daylight
Plane N/A N/A
Maximum
Height(3) N/A 16 (5) N/A 16 (5)(6)
Parking None
State Law
Reference
65852.2(e)(1)(A
) 66323(a)(1)
65852.2(e)(1)(A
) 66323(a)(1)
65852.2(e)(1)
(B)
66323(a)(2)
65852.2(e)(1)(C) 66323(a)(3) 65852.2(e)(1)(D)
66323(a)(4)
(1) Lofts where the height from the floor level to the underside of the rafter or finished roof surface is 5' or greater shall count towards the unit’s floor area. (2) New construction must be consistent with allowable space (e.g. FAR, Lot Coverage) of a single family residence, except that up to 150 sf may be added for the purpose of ingress and egress only, without regard to underlying zone standards The maximum size of a JADU is 500 square feet. See PAMC 18.09.030(h) for additional information. (3) Units built in a flood zone are not entitled to any height extensions granted to the primary dwelling.
(4) Units must be detached from existing primary dwellings but may be attached to each other. (5) A height of 18 feet for a detached ADU on a lot with an existing or proposed single family or multifamily dwelling unit that is within one-half of one mile walking distance of a major transit stop or a high-quality transit corridor, as those terms are defined in Section 21155 of the Public Resources Code. An additional two feet in height shall be provided to accommodate a roof pitch on an ADU that is aligned with the roof pitch of the primary dwelling unit. (6) A height of 18 feet for a detached ADU on a lot with an existing or proposed multifamily, multistory dwelling.
(c) Development standards stated elsewhere in this Section or Title 18, including standards related to FAR, lot coverage, and privacy, are not applicable to ADUs or JADUs that qualify for approval under this section. When there is an ADU or JADU attached to an existing or proposed primary dwelling, the shared wall between these units shall contribute to the maximum allowable Floor Area, Lot Coverage, and Maximum House Size of the primary unit. For a single-family home, this measurement shall be taken to the outside stud wall in accordance with Section
18.04.030(a)(65)(D). For a multi-family dwelling, this measurement shall be taken to the outside surface of exterior walls in accordance with Section 18.04.030(a)(65)(B) and (C).
(d) The establishment of accessory dwelling units and junior accessory dwelling units pursuant to this section shall not be conditioned on the correction of non- Item 10
Attachment B - Draft
Ordinance (Annotated)
Item 10: Staff Report
Pg.
33 Packet Pg. 286 of 349
*NOT YET APPROVED*
6 0160107_20250417_ms29
conforming zoning conditions; provided, however, that nothing in this section shall limit the authority of the Chief Building Official to require correction of building standards relating to health and safety. Upon request of the owner for a delay in enforcement, the Chief Building Official shall delay enforcement of a building standard, subject to compliance with Section 17980.12 of the Health and Safety Code.
(e) The installation of fire sprinklers shall not be required in an accessory dwelling unit if sprinklers are not required for the primary residence. The construction of an accessory dwelling unit shall not trigger a requirement for fire sprinklers to be installed in the existing multifamily dwelling. Nothing in this section shall preclude the Fire Marshal from accepting fire sprinklers as an alternative means of compliance with generally applicable fire protection requirements.
(f) Rental of any unit created pursuant to this section shall be for a term of 30 days or more.
(g) Attached units shall have independent exterior access from a proposed or existing single-family dwelling. Except for JADUs, attached units shall not have an interior access point to the primary dwelling (e.g. hotel door or other similar feature/appurtenance). If a permitted JADU does not include a separate bathroom, the permitted JADU shall include a separate entrance from the main entrance to the structure, with an interior entry to the main living area.
(h) Conversion of an existing accessory structure pursuant to Government Code section 65852.2(e)(1)(A) 66314(d)(7) may include reconstruction in-place of a non- conforming structure, so long as the renovation orf reconstruction does not increase the degree of non-compliance, such as increased height, envelope, or further intrusion into required setbacks. An expansion of not more than 150 square feet beyond the same physical dimensions as the existing accessory structure may be provided to accommodate ingress and egress. Any portion of an ADU addition to the existing accessory structure that is not limited to providing for ingress and egress to the unit, and that exceeds the envelope of the existing accessory structure shall be subject to Section 18.09.040.
(i) Street addresses shall be assigned to all units prior to building permit final to assist in emergency response.
(j) The unit shall not be sold separately from the primary residence, except as allowed under Government Code Section 66341.
(k) Replacement parking is not required when a garage, carport, or covered parking structure an off-street parking space is converted to, or demolished in conjunction with the construction of, an ADU.
Commented [A7]: HCD Comment 4
Commented [A8]: HCD Comment 5
Commented [A9]: HCD Comment 6
Commented [A10]: HCD Comment 1
Commented [A11]: HCD Comment 7
Commented [A12]: HCD Comment 8
Item 10
Attachment B - Draft
Ordinance (Annotated)
Item 10: Staff Report
Pg.
34 Packet Pg. 287 of 349
*NOT YET APPROVED*
7 0160107_20250417_ms29
(l) JADUs shall comply with the requirements of Section 18.09.050.
(m) Notwithstanding any contrary provision of Chapter 8.10, to the extent the City’s application checklist requires a tree disclosure statement, it may be completed by the property owner.
18.09.040 Units Subject to Local Standards
(a) This section shall govern applications for ADUs and JADUs that do not qualify for approval under section 18.09.030 and for which the City may impose local standards pursuant to Government Code section 65852.2, subdivisions (a) through (d)66314.
Nothing in this section shall be interpreted to prohibit an ADU of up to 800 square feet, at the heights stated in Table 2, with a four foot side and rear setbacks.
(b) The Development Standards for units governed by this section are provided in Table
2. These regulations do not limit the height of existing structures converted into ADU/JADUs unless the envelope of the building is proposed to be modified beyond any existing legal, non-conforming condition.
Table 2: All other Units
Attached Detached JADU
Number of Units Allowed1 1 1
Minimum size 150 sf
Maximum size 900 sf (1,000 sf
for two or more
bedrooms);
no more than
50% of the size
of the single-
family home
900 sf (1,000 sf
for two or
more
bedrooms)
500 sf
Setbacks 4 feet from side and rear lot lines; Underlying zone standard
for front
setback
Daylight Plane Underlying
zone standard
per footnote (7)
N/A Underlying
zone standard
Maximum Height3 Underlying
zone standard Res. Estate (RE) 30 feet
Open Space (OS) 25 feet
All other eligible zones 16 feet(5)(6)(7)
Parking None
Commented [A13]: HCD Comment 9
Commented [A14]: HCD Comment 10
Commented [A15]: HCD Comment 1
Item 10
Attachment B - Draft
Ordinance (Annotated)
Item 10: Staff Report
Pg.
35 Packet Pg. 288 of 349
*NOT YET APPROVED*
8 0160107_20250417_ms29
Square Footage Exemption when in
conjunction with a single family
home(4)
Up to 800 sf Up to 500 sf
(1) An attached orand detached ADU may be built in conjunction with a JADU on a lot with an existing or proposed single family home. One attached or detached ADU may be built in conjunction with an existing or proposed multifamily building. (2) Lofts where the height from the floor level to the underside of the rafter or finished roof surface is 5' or greater shall count towards the unit’s floor area. (3) Units built in a flood zone are not entitled to any height extensions granted to the primary dwelling.
(4) Lots with both an attached and detached ADU and a JADU may exempt a maximum combined total of 800 square feet of boththe ADUs and JADU from FAR, Lot Coverage, and Maximum House Size calculations. Any square footage that exceeds this exemption shall contribute to the FAR, Lot Coverage, and (if attached) Maximum House Size calculations for the subject property.
This exemption is not afforded to lots with existing or proposed multifamily dwellings. (5) A height of 18 feet for a detached ADU on a lot with an existing or proposed single family or multifamily dwelling unit that is within one-half of one mile walking distance of a major transit stop or a high-quality transit corridor, as those terms are defined in Section 21155 of the Public Resources Code. An additional two feet in height shall be provided to accommodate a roof pitch on an ADU that is aligned with the roof pitch of the primary dwelling unit. (6) A height of 18 feet for a detached ADU on a lot with an existing or proposed multifamily, multistory dwelling.
(7) A height of 25 feet or the height limitation in the underlying zone district that applies to the primary dwelling, whichever is lower, for an ADU that is attached to a primary dwelling. These ADUs shall not exceed two stories in height.
(c) A single-family or multifamily dwelling shall exist on the lot or shall be constructed on the lot in conjunction with the construction of an ADU/JADU.
(d) ADU and/or JADU square footage shall not be included in FAR, Lot Coverage, and Maximum House Size calculations for a lot with an existing or proposed single family home, up to the amounts stated in Table 2. ADU and/or JADU square footage in excess of the exemptions provided in Table 2 shall be included in FAR, Lot Coverage, and Maximum House Size calculations for the lot.
(e) When there is an ADU or JADU attached to an existing or proposed primary dwelling, the shared wall between these units shall contribute to the maximum allowable Floor Area, Lot Coverage, and Maximum House Size of the primary unit. For a single- family home, this measurement shall be taken to the outside stud wall in accordance with Section 18.04.030(a)(65)(D). For a multi-family dwelling, this measurement shall be taken to the outside surface of exterior walls in accordance with Section
18.04.030(a)(65)(B) and (C).
(f) Attached units shall have independent exterior access from a proposed or existing single-family dwelling. Except for JADUs, Aattached units shall not have an interior Commented [A16]: HCD Comment 10
Commented [A17]: HCD Comment 10
Commented [A18]: HCD Comment 11
Commented [A19]: HCD Comment 10
Commented [A20]: HCD Comment 10
Commented [A21]: HCD Comment 10
Commented [A22]: HCD Comment 10
Item 10
Attachment B - Draft
Ordinance (Annotated)
Item 10: Staff Report
Pg.
36 Packet Pg. 289 of 349
*NOT YET APPROVED*
9 0160107_20250417_ms29
access point to the primary dwelling (e.g. hotel door or other similar feature/appurtenance).
(g) Reserved No protected tree shall be removed for the purpose of establishing an accessory dwelling unit except in accordance with Chapter 8.10. Notwithstanding any contrary provision of Chapter 8.10, to the extent the City’s application checklist requires a tree disclosure statement, it may be completed by the property owner.
(h) For properties listed in the Palo Alto Historic Inventory, the California Register of Historical Resources, the National Register of Historic Places, or considered a historic resource after completion of a historic resource evaluation, compliance with the appropriate Secretary of Interior’s Standards for the Treatment of Historic Properties shall be required.
(i) Noise-producing equipment such as air conditioners, water heaters, and similar service equipment that exclusively serves an ADU/JADU may be located anywhere on the site, provided they maintain the underlying front yard setback requirements of the property and, if the property is a corner lot, a 10-foot street-side setback. All such equipment shall be insulated and housed, except that the Director may permit installation without housing and insulation, provided that a combination of technical noise specifications, location of equipment, and/or other screening or buffering will assure compliance with the city’s Noise Ordinance at the nearest property line. All service equipment must meet the city’s Noise Ordinance in Chapter 9.10 of the Municipal Code.
(j) Setbacks
(1) Detached units shall maintain a minimum three-foot distance from the primary unit, measured from the exterior walls of structures.
(2) A basement or other subterranean portion that serves an ADU/JADU may encroach into a setback required for the primary dwelling provided the following conditions are met:
(A) Newly constructed basement walls are no closer than four feet to an adjacent interior side or rear property line.
(B) A new lightwell associated with a basement shall not be placed closer than four feet to an adjacent interior property line. When visible from the right of way, these facilities shall be screened from view with vegetation.
(C) The new basement shall not negatively impact tree roots on the subject property or on adjacent lots such that it would require to be removed or cause the protected tree to die.
Commented [A23]: HCD Comment 9
Commented [A24]: HCD Comment 12
Commented [A25]: HCD Comment 10
Commented [A26]: HCD Comment 10
Item 10
Attachment B - Draft
Ordinance (Annotated)
Item 10: Staff Report
Pg.
37 Packet Pg. 290 of 349
*NOT YET APPROVED*
10 0160107_20250417_ms29
(D) (C) Habitable ADU/JADU basements shall contribute toward the unit’s total allowable floor area. Any floor area in excess of the exemptions provided in this Section shall contribute to the total allowable limits for the site.
(3) Projections, including but not limited to windows, doors, mechanical equipment, venting or exhaust systems, are not permitted to encroach into the required setbacks, with the exception of a roof eave of up to 2 feet.
(4) For corner lots developed as a single-family home only, when an existing or proposed primary dwelling unit is expanded or constructed simultaneously with the construction of a new ADU/JADU, the homeowner may elect to build all structures may be built to a 10-foot street-side setback and a 16-foot front yard setback, regardless of the presence of a more restrictive special setback, unless a fire or life-safety regulation requires a greater setback.
Pursuant Government Code section 66321(b)(3), a street-side setback may not preclude the development of an 800 square foot unit.
(5) When an existing, legal, nonconforming structure is converted or reconstructed to create an ADU/JADU, any portion of the ADU/JADU that is in the same location and falls within the building envelope of the original structure shall not be subject to the development standards stated in this Section. Any portion of the ADU/JADU that is in a different location or exceeds the envelope of the original structure shall comply with the development standards stated in this Section.
(6) Notwithstanding the development standards stated in Table 2 and paragraph (5) above, when an existing, legal, non-conforming structure is converted in- place to an ADU/JADU, the envelope of the structure may be modified to encroach further into a setback or daylight plane as follows:
(A) The height of the existing structure may be increased by no more than one linear foot in height commensurate to the existing roofline of the structure provided the height of the addition does not exceed 12 feet from grade. The roofline shall not be changed to a style other than what currently exists on the structure.
(B) Each non-conforming wall may be expanded by no more than six inches in thickness based on its existing location and configuration, as measured to exterior surface of the material, to provide for greater insulation and energy requirements provided that a minimum of one foot is maintained between the addition and an adjacent interior property line. An existing wall of a structure that does not currently Commented [A27]: HCD Comment 10
Commented [A28]: HCD Comment 13
Commented [A29]: HCD Comment 10
Commented [A30]: HCD Comment 10
Item 10
Attachment B - Draft
Ordinance (Annotated)
Item 10: Staff Report
Pg.
38 Packet Pg. 291 of 349
*NOT YET APPROVED*
11 0160107_20250417_ms29
have a separation of one foot from a parallel property line shall not be expanded outward.
(C) All other additions not specified here shall follow the standard setbacks for the ADU/JADU identified in Table 2.
(k) Design
(1) Except on corner lots, where feasible, the unit shall not have an entranceway facing the same lot line (property line) as the entranceway to the main dwelling unit unless the entranceway to the accessory unit is located in the rear half of the lot. Exterior staircases to second floor units shall be located toward the interior side or rear yard of the property.
(2) Privacy
(A) Second story doors and decks shall not face a neighboring property line. Second story decks and balconies shall utilize screening barriers to prevent views towards an adjacent interior property line. These barriers shall be a minimum five-foot, six-inch height from the floor level of the deck or balcony and shall not include perforations of any kind that would allow visibility between properties.
(B) Windows on a second floor, loft, or equivalent elevated space, excluding those required for egress, shall have a five-foot sill height as measured from the second-finished floor level, or utilize opaque glazing on the entirety any window that faces an adjacent interior property line.
(C) Windows on a second finished floor, loft, or equivalent elevated space, shall be offset from neighbor’s windows to maximize privacy. (D) Where feasible, egress windows on the first and second finished floor of an ADU or JADU shall not face towards an adjacent interior property line. If this is not feasible, then these windows shall utilize opaque glazing on the whole window.
(E) If the first finished floor of an ADU or JADU is two feet or more above grade, then first floor windows shall include the following:
i. Non-egress, operable windows facing an adjacent interior property line shall have a windowsill(s) that start five feet above the first finished floor for the unit;
ii. Non-egress, non-operable windows facing an adjacent interior property line shall have the lower half of window(s) (minimum of five feet above the first finished floor) utilize opaque glazing.
(F) Where feasible, the use of skylights (whether operable or not) shall be used in lieu of operable windows that face adjacent interior properties.
Commented [A31]: HCD Comment 10
Commented [A32]: HCD Comment 10
Commented [A33]: HCD Comment 10
Item 10
Attachment B - Draft
Ordinance (Annotated)
Item 10: Staff Report
Pg.
39 Packet Pg. 292 of 349
*NOT YET APPROVED*
12 0160107_20250417_ms29
(G) No exterior lighting shall be mounted above seven feet. All lighting mounted on walls shall be directed downwards and shall not direct light towards adjacent interior property lines. Any ground lighting shall not direct light upwards to the building or sky.
(l) Parking
(1) Replacement parking is not required when a garage, carport, or covered parking structure, or uncovered parking space is converted to, or demolished in conjunction with the construction of, an ADU.
(2) Replacement parking is required when an existing attached garage, carport, or covered parking structure is converted to a JADU or when a required, existing, uncovered parking space is expanded into an ADU/JADU. These replacement spaces may be provided as uncovered spaces in any configuration on the lot including within the front or street side yard setback for the property.
(A) The Director shall have the authority to modify required replacement parking spaces by up to one foot in width and length upon finding that the reduction is necessary to accommodate parking in a location otherwise allowed under this code and is not detrimental to public health, safety or the general welfare.
(B) Existing front and street side yard driveways may be enlarged to the minimum extent necessary to comply with the replacement parking requirement above. Existing curb cuts shall not be altered except when necessary to promote public health, safety or the general welfare.
(2) (3) When parking is provided, the unit shall have street access from a driveway in common with the main residence in order to prevent new curb cuts, excessive paving, and elimination of street trees, unless separate driveway access will result in fewer environmental impacts such as paving, grading or tree removal.
(3) (4) When a single-family dwelling unit is permitted simultaneously with the construction of new ADU/JADUs, the primary unit’s covered parking requirements identified in Chapter 18.10 and 18.12 do not need to be provided. Two uncovered parking spaces shall be provided in any configuration on the lot including within the front or street-side setback for the property.
Commented [A34]: HCD Comment 14 and 15
Commented [A35]: HCD Comment 14 and 15
Commented [A36]: HCD Comment 10
Item 10
Attachment B - Draft
Ordinance (Annotated)
Item 10: Staff Report
Pg.
40 Packet Pg. 293 of 349
*NOT YET APPROVED*
13 0160107_20250417_ms29
(4) (5) If covered parking for a unit is provided in any district, the maximum size of the covered parking area for the accessory dwelling unit is 220 square feet.
This space shall count towards the total floor area for the site but does not contribute to the maximum size of the unit. Any attached garage shall not have an interior access point to the ADU/JADU (e.g. hotel door or other similar feature/appurtenance).
(m) Landscape
(1) For the purposes of this subsection (m), “protected tree” means:
(A) Any locally native tree of the species Acer macrophyllum (Bigleaf Maple), Calocedrus decurrens (California Incense Cedar), Quercus agrifolia (Coast Live Oak), Quercus douglasii (Blue Oak), Quercus kelloggii (California Black Oak), or Quercus lobata (Valley Oak) which is eleven and one-half inches in diameter (thirty-six inches in circumference) or more when measured four and one-half feet (fifty- four inches) above natural grade.
(B) Any Coast Redwood tree (species Sequoia sempervirens) that is eighteen inches in diameter (fifty-seven inches in circumference) or more when measured four and one-half feet (fifty-four inches) above natural grade.
(C) Any tree of any species, other than a Coast Redwood Tree, fifteen inches in diameter (forty-seven inches in circumference) or more when measured four and one-half feet (fifty-four inches) above natural grade. A “protected tree” does not include a tree of any species on the Exempt Species List put forth by the Department of Urban Forestry and available on the City’s website.
(D) Any tree designated for protection during review and approval of a current or previously completed development project.
(E) Any tree designated for carbon sequestration and storage and/or environmental mitigation purposes as identified in an agreement between the property owner and a responsible government agency or recorded as a deed restriction.
(F) Any heritage tree previously designated by the city council. (G) Any tree previously planted as a replacement mitigation tree. (2) Except as provided in subsection (3) below, the construction of an ADU shall not impact any protected tree, on the subject property or any adjacent lot by requiring:
(A) Removal of more than twenty-five percent of the functioning leaf, stem, or root area of a tree in any twenty-four-month period; or (B) Removal of more than fifteen percent of the functioning root area of any Quercus (oak) species in any thirty-six-month period; or Commented [A37]: HCD Comment 10
Commented [A38]: HCD Comment 9
Item 10
Attachment B - Draft
Ordinance (Annotated)
Item 10: Staff Report
Pg.
41 Packet Pg. 294 of 349
*NOT YET APPROVED*
14 0160107_20250417_ms29
(C) Trenching, excavating, altering the grade, or paving within the tree protection zone of a tree in a way that foreseeably leads to the death of the tree. For the purposes of this subsection (m), "tree protection zone" means the area defined by a circle with a radius ten times the diameter of the trunk when measured four and one-half feet (fifty- four inches) above natural grade.
(3) If an action prohibited by section 18.09.040(m)(2) is necessary to allow the construction of an ADU that meets the minimum standards set forth in state law, the tree shall be replaced according to the objective requirements identified in the Tree Canopy Replacement Table of the Palo Alto Tree and Landscape Technical Manual.
(4) The construction of an ADU must comply with applicable objective standards and specifications in the Tree and Landscape Technical Manual for the protection of trees during construction. Compliance with this subsection (4) shall not delay or cause the denial of an ADU or JADU building permit or use permit.
(n) Miscellaneous requirements
(1) Street addresses shall be assigned to all units prior to building permit final to assist in emergency response.
(2) The unit shall not be sold separately from the primary residence except as allowed under Government Code Section 66341.
(3) Rental of any unit created pursuant to this section shall be for a term of 30 days or more.
(4) The installation of fire sprinklers shall not be required in an accessory dwelling unit if sprinklers are not required for the primary residence. Nothing in this section shall preclude the Fire Marshal from accepting fire sprinklers as an alternative means of compliance with generally applicable fire protection requirements.
18.09.050 Additional Requirements for JADUs
(a) A JADUjunior accessory dwelling unit may only be created on a lot in a single-family residential zone with an existing or proposed single family residence. A JADUjunior accessory dwelling unit shall be attached to or created within the walls of an existing or proposed primary dwelling, including enclosed uses within the residence, such as an attached garage.
(b) The JADUjunior accessory dwelling unit shall include an efficiency kitchen, requiring the following components: A cooking facility with appliances, and; food preparation Commented [A39]: HCD Comment 8
Commented [A40]: HCD Comment 16
Item 10
Attachment B - Draft
Ordinance (Annotated)
Item 10: Staff Report
Pg.
42 Packet Pg. 295 of 349
*NOT YET APPROVED*
15 0160107_20250417_ms29
counter and storage cabinets that are of reasonable size in relation to the size of the junior accessory dwelling unit.
i. A cooking facility with appliances shall mean, at minimum a one burner installed range, an oven or convection microwave, a 10 cubic foot refrigerator and freezer combination unit, and a sink that facilitates hot and cold water.
ii. A food preparation counter and storage cabinets shall be of reasonable size in relation to a JADU if they provide counter space equal to a minimum 24-inch depth and 36-inch length.
iii. i. JADUs may share sanitation facilities (bathrooms, laundry facilities, etc.) with the primary unit. If a permitted JADU does not include a separate bathroom, the permitted junior accessory dwelling unit shall include a separate entrance from the main entrance to the structure, with an interior entry to the main living area. In this instance, the floor area and lot coverage associated with shared space shall count towards the primary unit’s maximum allowances only. The combined sanitation facilities between the units shall include shower, toilet, and sink fixtures at a minimum and shall conform to the minimum requirements specified in the Building Code.
(c) For the purposes of any fire or life protection ordinance or regulation or for the purposes of providing service for water, sewer, or power, a JADUjunior accessory dwelling unit shall not be considered a separate or new unit.
(d) The owner of a parcel proposed for a JADUjunior accessory dwelling unit shall occupy as a primary residence either the primary dwelling or the JADUjunior accessory dwelling. Owner-occupancy is not required if the owner is a governmental agency, land trust, or housing organization.
(e) Prior to the issuance of a building permit for a JADUjunior accessory dwelling unit, the owner shall record a deed restriction in a form approved by the city that includes a prohibition on the sale of the junior accessory dwelling unit separate from the sale of the single-family residence, requires owner-occupancy consistent with subsection (d) above, does not permit short-term rentals, and restricts the size and attributes of the JADUjunior dwelling unit to those that conform with this section.
(f) JADU incentive. The existing or proposed primary dwelling unit shall be afforded bonus square footage equal to the square footage of a proposed JADU when a JADU is constructed on site, provided the JADU meets the following requirements:
1) The JADU must conform to the underlying zoning district’s development standards for single family homes.
Commented [A41]: HCD Comment 17.
Commented [A42]: HCD Comment 18
Commented [A43]: HCD Comment 19
Item 10
Attachment B - Draft
Ordinance (Annotated)
Item 10: Staff Report
Pg.
43 Packet Pg. 296 of 349
*NOT YET APPROVED*
16 0160107_20250417_ms29
2) The maximum number of units on site shall not exceed four (two ADUs, one JADU, and one primary home).
3) The maximum size of the JADU shall not exceed 500 square feet. 4) The total maximum bonus/exempt floor area provided for the site under Section 18.09.040 and 18.09.050 may not exceed 800 square feet. 5) The exterior entryway to the JADU shall not face the same direction as the entrance to the primary home.
6) All egress windows which face an adjacent residential property must utilize opaque glazing on the whole window.
7) All non-egress windows which face an adjacent residential property must have a windowsill(s) that start five feet above the first finished floor for the unit. 8) All noise producing equipment associated with the JADU must comply with the noise regulations in PAMC 9.10.
SECTION 3. Subsection (a)(75)(A) of Section 18.04.030 (Definitions) of Chapter 18.04 (Definitions) of Title 18 (Zoning) of the Palo Alto Municipal Code (“PAMC”) is amended to read as follows (additions underlined and deletions struck-through):
(A) For ADUs, a kitchen must have permanent provisions for eating, cooking, and sanitation as required by Government Code Section 66313 and Section 17958.1 of the Health and Safety Code. major appliances shall mean a minimum two burner installed range, and an oven or convection microwave, as well as a minimum 11 cubic foot freezer and refrigerator combination unit. Kitchens shall also include counter space for food preparation equal to a minimum 24-inch depth and 36-inch length, and a sink that facilitates hot and cold water.
SECTION 4. Subsection (a) of Section 16.49.050 (Exterior Alteration of Historic Structures) of Title 16 (Building Regulations) of the Palo Alto Municipal Code (“PAMC”) is amended to read as follows (additions underlined and deletions struck-through):
(a) Review Process. Except for Accessory Dwelling Units and Junior Accessory Dwelling Units proposed on properties listed in the Palo Alto local historic inventory, aAll applications for a building permit for exterior alteration to any historic structure/site in the downtown area or a significant building elsewhere in the city, new construction on a parcel where there is currently a historic structure in the downtown area or a significant building elsewhere in the city, or such application for construction within a historic district shall be reviewed as follows:
SECTION 5. Footnote (5) of Table 2 in Section 18.10.040 (Development Standards) of Chapter
18.10 (Low-Density Residential (RE, R-2 and RMD) Districts) is amended to read as follows (deletions struck-through):
(5) Maximum House Size: The gross floor area of attached garages and attached accessory dwelling units and junior accessory dwelling units are included in the calculation of Commented [A44]: HCD Comment 10
Commented [A45]: HCD Comment 20
Commented [A46]: HCD Comment 12
Item 10
Attachment B - Draft
Ordinance (Annotated)
Item 10: Staff Report
Pg.
44 Packet Pg. 297 of 349
*NOT YET APPROVED*
17 0160107_20250417_ms29
maximum house size. If there is no garage attached to the house, then the square footage of one detached covered parking space shall be included in the calculation. This provision applies only to single-family residences, not to duplexes allowed in the R-2 and RMD districts.
SECTION 6. Section 18.10.150 (Grandfathered Uses) of Chapter 18.10 (Low-Density Residential) of Title 18 (Zoning) of the Palo Alto Municipal Code (“PAMC”) is amended to read as follows (additions underlined, deletions struck-through, unchanged text omitted by bracketed ellipses):
18.10.150 Grandfathered Uses
[…]
(d) (Reserved) Existing Accessory Dwellings and Guest Cottages In the RE district, accessory dwellings and guest cottages existing on April 28, 1986, and which prior to that date were lawful, conforming permitted uses may remain as legal nonconforming uses. Such uses shall be permitted to remodel, improve or replace site improvements on the same site, without necessity to comply with site development regulations for continual use and occupancy by the same use; provided that any such remodeling, improvement or replacement shall not add a kitchen nor result in increased floor area, number of dwelling units, height, length or any other increase in the size of the improvement without complying with the standards set forth in this subsection and applying for and receiving a conditional use permit pursuant to Chapter 18.76.
[…]
SECTION 7. Footnote (8) of Table 2 in Section 18.12.040 (Development Standards) of Chapter
18.12 (R-1 Single Family Residential District) of Title 18 (Zoning) of the Palo Alto Municipal Code is amended to read as follows (deletions struck-through):
(8) Maximum House Size: The gross floor area of attached garages and attached accessory dwelling units and junior accessory dwelling units are included in the calculation of maximum house size. If there is no garage attached to the house, then the square footage of one detached covered parking space shall be included in the calculation.
SECTION 8. Chapter 18.28 (Special Purpose (PF, OS, and AC) Districts) of Title 18 (Zoning) of the Palo Alto Municipal Code is amended to read as follows (additions underlined, deletions struck-through, unchanged text omitted by bracketed ellipses):
[. . .]
18.28.040 Land Uses
Item 10
Attachment B - Draft
Ordinance (Annotated)
Item 10: Staff Report
Pg.
45 Packet Pg. 298 of 349
*NOT YET APPROVED*
18 0160107_20250417_ms29
Table 1 shows the permitted (P) and conditionally permitted (CUP) land uses for the Special Purpose Districts.
Table 1
Land Uses
PF OS AC Subject to
Regulations in
Chapter:
ACCESSORY AND SUPPORT USES
[…] […] […] […] […]
Accessory Dwelling Units,
subject to regulations in
Section 18.42.040
P(2) P(2) P(2) 18.0942.040
Junior Accessory Dwelling
Units
P(2) P(2) P (2) 18.0942.040
[…] […] […] […] […]
[. . .]
(2) An Aaccessory dDwelling uUnit or a Junior Accessory Dwelling Unit associated with a single-family or multi-family residence on a lot in the OS District is permitted, subject to the provisions of Section Chapter 18.0942.040, and such that no more than two total units result on the lot.
[…]
18.28.070 Additional OS District Regulations
The following additional regulations shall apply in the OS district:
(a) Accessory Dwelling Units and Junior Accessory Dwelling Units Accessory Dwelling Units and Junior Accessory Dwelling Units are subject to the regulations set forth in SectionChapter 18.0942.040.
[. . .]
18.28.100 Grandfathered Uses
In the OS district, accessory dwellings and guest cottages existing on April 28, 1986, and which prior to that date were lawful, conforming permitted uses may remain as legal nonconforming uses. Such uses shall be permitted to remodel, improve or replace site improvements on the same site, without necessity to comply with site development regulations for continual use and occupancy by the same use; provided that any such remodeling, improvement or replacement shall not add a kitchen nor result in increased floor area, number of dwelling units, height, Item 10
Attachment B - Draft
Ordinance (Annotated)
Item 10: Staff Report
Pg.
46 Packet Pg. 299 of 349
*NOT YET APPROVED*
19 0160107_20250417_ms29
length or any other increase in the size of the improvement without complying with the standards set forth in Section 18.28.070(a) and without applying for and receiving a conditional use permit.
SECTION 9. Section 16.04.235 (Section 202 Definitions) is added to Chapter 16.04 (California Building Code, California Code of Regulations, Title 24, Part 2, Volumes 1 &2) of Title 16 (Building Regulations) of the Palo Alto Municipal Code to read as follows (additions underlined, bracketed ellipses indicate text of the California Building Code, 2022 Edition, that has been adopted without amendment but is omitted for brevity):
Section 202 Definitions
[...]
FLOOR AREA, GROSS. The floor area within the inside perimeter of the exterior walls of the building under consideration, exclusive of vent shafts and courts, without deduction for corridors, stairways, ramps, closets, the thickness of interior walls, columns or other features.
The floor area of a building, or portion thereof, not provided with surrounding exterior walls shall be the usable area under the horizontal projection of the roof or floor above. The gross floor area shall not include shafts with no openings or interior courts. For the purposes of Title 18 (Zoning), the definition of “gross floor area” in Section 18.04.030 shall apply.
FLOOR AREA, NET. The actual occupied area not including unoccupied accessory areas such as corridors, stairways, ramps, toilet rooms, mechanical rooms and closets. For the purposes of Title 18 (Zoning), the definition of “net floor area” in Section 18.04.030 shall apply.
[...]
SECTION 10. Any provision of the Palo Alto Municipal Code or appendices thereto inconsistent with the provisions of this Ordinance, to the extent of such inconsistencies and no further, is hereby repealed or modified to that extent necessary to affect the provisions of this Ordinance.
SECTION 11. If any section, subsection, sentence, clause, or phrase of this Ordinance is for any reason held to be invalid or unconstitutional by a decision of any court of competent jurisdiction, such decision shall not affect the validity of the remaining portions of this Ordinance. The City Council hereby declares that it would have passed this Ordinance and each and every section, subsection, sentence, clause, or phrase not declared invalid or unconstitutional without regard to whether any portion of the ordinance would be subsequently declared invalid or unconstitutional.
SECTION 12. The Council finds that the adoption of this Ordinance is exempt from the provisions of the California Environmental Quality Act (CEQA) pursuant to Public Resources Code Section 21080.17 and CEQA Guidelines sections 15061(b)(3), because it constitutes amendments to the City’s zoning ordinance to conform with preemptive State law, including Item 10
Attachment B - Draft
Ordinance (Annotated)
Item 10: Staff Report
Pg.
47 Packet Pg. 300 of 349
*NOT YET APPROVED*
20 0160107_20250417_ms29
Article 2 (commencing with Section 66314) and Article 3 (commencing with Section 66333) of Chapter 13 of Division 1 of Title 7 of, the Government Code, as well as other minor and non- substantive amendments. As such, it can be seen with certainty that the proposed action will not have the potential for causing a significant effect on the environment.
SECTION 13. This ordinance shall be effective on the thirty-first date after the date of its adoption.
INTRODUCED:
PASSED:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
ATTEST:
____________________________ ____________________________ City Clerk Mayor
APPROVED AS TO FORM: APPROVED:
____________________________ ____________________________ City Attorney or Designee City Manager
____________________________
Director of Planning and
Development Services
Item 10
Attachment B - Draft
Ordinance (Annotated)
Item 10: Staff Report
Pg.
48 Packet Pg. 301 of 349
STATE OF CALIFORNIA - BUSINESS, CONSUMER SERVICES AND HOUSING AGENCY GAVIN NEWSOM, Governor
DEPARTMENT OF HOUSING AND COMMUNITY DEVELOPMENT
DIVISION OF HOUSING POLICY DEVELOPMENT
651 Bannon St, Suite 400
Sacramento, CA 95811
(916) 263-2911 / FAX (916) 263-7453
www.hcd.ca.gov
October 29, 2024
Jonathan Lait, Director
Planning and Development Services
City of Palo Alto
250 Hamilton Ave
Palo Alto, CA 94301
Dear Jonathan Lait:
RE: Review of Palo Alto’s Accessory Dwelling Unit (ADU) Ordinance under State ADU Law (Gov. Code, §§ 66310 – 66342)
Please Note: As of March 25, 2024, with the Chaptering of Senate Bill (SB) 477 (Chapter 7, Statutes of 2024), the sections of Government Code relevant to State ADU and Junior Accessory Dwelling Unit (JADU) Law have been re-numbered (Enclosure 1).
Thank you for submitting the City of Palo Alto’s (City) ADU Ordinance No. 5585 (Ordinance), adopted June 5, 2023, to the California Department of Housing and Community Development (HCD). HCD has reviewed the Ordinance and submits these written findings pursuant to Government Code section 66326, subdivision (a). HCD finds that the Ordinance does not comply with State ADU and JADU Laws in the manner noted below. Under section 66326, subdivision (b)(1), the City has up to 30 days to respond to these findings. Accordingly, the City must provide a written response to these findings no later than November 28, 2024.
The Ordinance addresses many statutory requirements; however, HCD finds that the Ordinance does not comply with State ADU Law in the following respects:
1. Statutory Numbering - The Ordinance contains several references to code sections that were deleted by SB 477, effective March 25, 2024. These include Government Code sections 65852.2, 65852.22 and 65852.26. The contents of these sections were relocated to Government Code, Title 7, Division 1, Chapter 13 (sections 66310-66342, see Enclosure). The City must amend the Ordinance to refer to the correct code sections.
2. Section 18.09.030 (a) iii. – Height – The Ordinance provides for “A detached, new construction ADU on a lot with a proposed or existing single-family dwelling, provided the ADU does not exceed 800 square feet, sixteen feet in height, or four-foot side and rear (i.e. interior) setbacks.” However, Government Code Item 10
Attachment C - HCD
Response to ADU
Ordinance
Item 10: Staff Report
Pg.
49 Packet Pg. 302 of 349
Jonathan Lait, Director