Palo Alto City Council
June 16, 2025

CITY OF PALO ALTO CONTRACT NO. C25190454

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF PALO ALTO AND ZOON ENGINEERING, INC.

This Agreement for Professional Services (this “Agreement”) is entered into as of the 16th day of June, 2025 (the “Effective Date”) , by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and ZOON ENGINEERING, INC. , a California corporation, Department of Industrial Relations Registration Number 1000013707, located at 3960 Adeline Street #3, Emeryville, CA 94608 (“CONSULTANT”).

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

RECITALS

A. CITY intends to replace the Newell Road Bridge (the “Project”) and desires to engage a consultant to provide construction management 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.

SECTION 2. TERM. The term of this Agreement shall be from the effective date of this agreement through December 31, 2026 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.

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

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

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SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Two Million Three Hundred Twenty-Seven Thousand One Hundred Ninety-Six Dollars ($2,327,196.00). T he hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES” and Exhibit C-2, entitled PROJECT LABOR HOURS BY PERSON. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.

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

In addition to the not-to-exceed compensation specified above, CITY has set aside the not- to-exceed compensation amount of Two Hundred Thirty -Two Thousand Seven Hundred Nineteen D ollars and Sixty Cents ($232,719.60) for the performance of Additional Services ( as defined below). The total compensation for performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C, shall not exceed Two Million Five Hundred Fifty -Nine Thousand Nine Hundred Fifteen Dollars and Sixty Cents ($2,559,915.60), as detailed in Exhibit C.

“Additional Services” means any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit A . CITY may elect to, but is not required to, authorize Additional Services up to the maximum amount of compensation set forth for Additional S ervices in this Section 4. CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section . Additional Services, if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1, entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1 and Exhibit C-2, or a negotiated lump sum.

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

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

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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 and Exhibit C-2. 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 P roject Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice.

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

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

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

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

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

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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 related to CONSULTANT’s performance of the S ervices, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT ’s provision of the Services only, and not as to the means by which such a result is obtained.

SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written approval of the 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, successors, executors, administrators and assignees of the parties.

SECTION 12. SUBCONTRACTING.

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

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

1. Biggs Cardosa Associates (BCI) – Structural Engineering Services

2. Azad Engineering – Construction Inspection (DBE)

3. Inspection Services, Inc. (ISI). - Materials Testing Services (DBE)

4. Abe Construction Services, Inc – Gama-Gama Testing

5. HT Harvey – Environmental Monitoring

6. Towill, Inc.– Land Surveying

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

SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Saeed Shahmirzai, Telephone: (650) 450-3507 Email: [email protected] as the CONSULTANT’s Project Docusign Envelope ID: 13DCFDBC-93EA-4F9F-A835-C9D72FCBE128 Item 24
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Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day -to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s P roject Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s P roject Manager. CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property.

CITY’s Project Manager is Michel Jeremias, Public Works Department, Engineering Division, 250 Hamilton Avenue, Palo Alto, CA 94301, Telephone: (650) 329-2129, Email:

[email protected]. CITY’s P roject Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time.

SECTION 1 4. OWNERSHIP OF MATERIALS . A ll work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its sub contractors, 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) years after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later.

SECTION 16. INDEMNITY.

[Option A applies to the following design professionals pursuant to Civil Code Section 2782.8: architects; landscape architects; registered professional engineers and licensed professional land surveyors.] 16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all third party demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements (“Claims”) to the extent that such Claims arise out of, pertain to, or relate to the Docusign Envelope ID: 13DCFDBC-93EA-4F9F-A835-C9D72FCBE128 Item 24
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negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. CITY will reimburse CONSULTANT for the proportionate percentage of defense costs exceeding CONSULTANT’s proportionate percentage of fault as determined by the final judgment of a court of competent jurisdiction.

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

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

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.

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

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

SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.

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

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

19.3. In event of suspension or termination, CONSULTANT will be paid for the Services rendered and work products delivered to CITY in accordance with the Scope of Services up to the effective date in the notice of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s S ervices provided in material 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.

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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.

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

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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, 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 Docusign Envelope ID: 13DCFDBC-93EA-4F9F-A835-C9D72FCBE128 Item 24
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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 (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 Docusign Envelope ID: 13DCFDBC-93EA-4F9F-A835-C9D72FCBE128 Item 24
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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 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 Docusign Envelope ID: 13DCFDBC-93EA-4F9F-A835-C9D72FCBE128 Item 24
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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.

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

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

EXHIBIT A: SCOPE OF SERVICES
EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER
EXHIBIT A-2 WORKPLAN BY TASK
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT C-2: PROJECTED LABOR HOURS BY PERSON
EXHIBIT D: INSURANCE REQUIREMENTS
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.

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CONTRACT No. C25190454

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 or designee

APPROVED AS TO FORM:

__________________________
City Attorney or designee

ZOON ENGINEERING, INC.

Officer 1

By: ________________________________

Name: _Nabil Hissen__________________

Title: _CEO__________________________

Officer 2

By: ________________________________

Name: _Saeed Shahmirzai______________

Title: __Executive Vice President________

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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 t he 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 perform the Services outlined below so as to complete each Task as detailed in Exhibit A-2 WORKPLAN BY TASK:

Task 1 – Pre -Construction Phase Services

Task 2 – Construction Phase Services

Task 3 – Post Construction Phase Services

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EXHIBIT A-1

PROFESSIONAL SERVICES TASK ORDER

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

CONTRACT NO.

OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE)

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

2. CONSULTANT NAME:

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

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

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

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

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

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

APPROVED:

CITY OF PALO ALTO

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

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

APPROVED:

COMPANY NAME: ______________________

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

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EXHIBIT A-2

WORKPLAN BY TASK

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EXHIBIT B

SCHEDULE OF PERFORMANCE

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

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

1. Task 1 – Pre-Construction Phase 6 weeks

2. Task 2 – Construction Phase 68 weeks

3. Task 3 – Post-Construction Phase 6 weeks

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

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

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EXHIBIT C

COMPENSATION

CITY agrees to compensate CONSULTANT for Services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the rate schedule attached as Exhibit C-1 and Project Labor Hours by Person attached as Exhibit C-2 up to the not to exceed budget amount for each task set forth below.

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

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

BUDGET SCHEDULE

TASK NOT TO EXCEED AMOUNT
Task 1
(Pre-Construction Phase Services)
$161,600.40
Task 2
(Construction Phase Services)
$1,992,050.20
Task 3
(Post-Construction Phase Services)
$163,545.40
Sub-total for Services $2,317,196.00
Reimbursable Expenses (if any) $10,000.00
Total for Services and Reimbursable Expenses $2,327,196.00 Additional Services (if any, per Section 4) $232,719.60 Maximum Total Compensation $2,559,915.60

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: Direct Cost associated with travel, miles, tolls, meals up to the not-to- exceed amount of: $10,000.

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

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

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

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EXHIBIT C-1

SCHEDULE OF RATES

CONSULTANT’s schedule of rates is as follows:

Name Title Billing Rate
Saeed Shahmirzai, PE Principal-In Charge/Resident Engineer $262.47 Anthony Goryl, PE Structure Representative/ARE $196.13
Dana Hissen Office Engineer $158.63
Keyvan Khorassani Construction Inspector $152.23

Hourly rates include all overhead, fringe, and profit unless otherwise noted.

Equipment, supplies, and incidental costs included in labor rates unless otherwise noted.

SUBCONSULTANTS:

Subconsultant Name Title Billing Rate
Biggs Cardosa Nikhil Patel, PE, QSD, PMP (BCI) Structures Inspector $212.10 Azad Jordy Peralta (Azad) Construction Inspector (DBE) $205.65 Abe
Construction Steve Abe Principal
HT Harvey Robin Carle Principal, Wildlife Ecology $331 HT Harvey Steve Rottenborn Principal, Wildlife Ecology $357 HT Harvey Craig Fosdick Senior Wildlife Ecologist $226
HT Harvey Emily Malkauskas Wildlife Ecologist $200
HT Harvey Zachary Hampson Wildlife Ecologist $174
HT Harvey Vanessa Morales Plant Ecologist $174
HT Harvey NA Senior GIS Analyst $184
HT Harvey NA Technical Support $121

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INSPECTION SERVICES INC. (ISI)

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EXHIBIT C-2

PROJECTED LABOR HOURS BY PERSON
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EXHIBIT D

INSURANCE REQUIREMENTS

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

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

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

REQUIRED TYPE OF COVERAGE REQUIREMENT

MINIMUM LIMITS
EACH

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

STATUTORY

STATUTORY STATUTORY STATUTORY
YES

GENERAL LIABILITY, INCLUDING

PERSONAL INJURY, BROAD FORM

PROPERTY DAMAGE BLANKET

CONTRACTUAL, AND FIRE LEGAL

LIABILITY

BODILY INJURY

PROPERTY DAMAGE

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

$1,000,000

$1,000,000

$1,000,000

$1,000,000

$1,000,000

YES

AUTOMOBILE LIABILITY,

INCLUDING ALL OWNED, HIRED,

NON-OWNED

BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE

PROPERTY DAMAGE

BODILY INJURY AND PROPERTY

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

$1,000,000

$1,000,000

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

$1,000,000

$1,000,000

YES

PROFESSIONAL LIABILITY,

INCLUDING, ERRORS AND

OMISSIONS, MALPRACTICE (WHEN

APPLICABLE), AND NEGLIGENT

PERFORMANCE
ALL DAMAGES $1,000,000
YES

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

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

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

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

I. INSURANCE COVERAGE MUST INCLUDE:

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

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

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

A. PRIMARY COVERAGE

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

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

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

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B. CROSS LIABILITY

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

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

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

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

C. NOTICE OF CANCELLATION

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

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

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

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

[email protected]

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EXHIBIT E

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: 13DCFDBC-93EA-4F9F-A835-C9D72FCBE128 Item 24
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No. C25190454 with Zoon
Engineering, Inc

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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: 13DCFDBC-93EA-4F9F-A835-C9D72FCBE128 Item 24
Attachment B - Contract
No. C25190454 with Zoon
Engineering, Inc

Item 24: Staff Report
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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 fourte en (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 r elevant 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 oth er 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 Cla im 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 t o 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: 13DCFDBC-93EA-4F9F-A835-C9D72FCBE128 Item 24
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No. C25190454 with Zoon
Engineering, Inc

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(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 dispute. 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 qualified 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 de nied 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 re sponsibility 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.

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 subc ontractor. 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 Docusign Envelope ID: 13DCFDBC-93EA-4F9F-A835-C9D72FCBE128 Item 24
Attachment B - Contract
No. C25190454 with Zoon
Engineering, Inc

Item 24: Staff Report
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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: 13DCFDBC-93EA-4F9F-A835-C9D72FCBE128 Item 24
Attachment B - Contract
No. C25190454 with Zoon
Engineering, Inc

Item 24: Staff Report
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Docusign Envelope ID: 70D6D659-91CE-4A09-850D-16B0E04EC4AB AMENDMENT NO. 7 TO CONTRACT NO. C12142825A

BETWEEN THE CITY OF PALO ALTO AND
NV5, INC.

This Amendment No. 7 (this “Amendment”) to Contract No. C12142825 (the “Contract” as defined below) is entered into as of June 16, 2025, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and NV5, INC., a California corporation, located at 15092 Avenue of Science, Suite 200, San Diego, CA 92128 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.

R E C I T A L S
A. The Contract (as definedbelow) was entered into by and between the Parties hereto for the provision of professional engineering design and environmental assessment services (the “Services” as defined therein) in connection with the Newell Road/San Francisquito Creek Bridge Replacement Project (“Project”), as detailed therein.

B. The Parties entered into Amendment No. 1 and Amendment No. 2, each amending the Scope of Services, Schedule of Performance and Compensation, as detailed therein, and Amendment No. 3, amending the Schedule of Performance as detailed therein.

C. The Parties entered into Amendment No. 4 to (1) increase and amend the Scope of Services; (2) increase the compensation by Five Hundred Twenty-Seven Thousand One Hundred Forty Six Dollars ($527,146), from One Million Three Hundred Fifty-Four Thousand One Hundred Seventy-Seven Dollars ($1,354,177) to a new total not-to-exceed amount of One Million Eight Hundred Eighty-One Thousand Three Hundred Twenty-Three Dollars ($1,881,323); and (3) extend the Contract term through December 31, 2024, as detailed therein.

D. The Parties entered into Amendment No. 5 to (1) add Scope for Right-of-Way Support Services and changes to Plan, Specification and Estimate; and (2) increase the compensation by Two Hundred Ninety-Five Thousand Eighty-Three Dollars and Twenty Cents ($295,083.20), from One Million Eight Hundred Eighty-One Thousand Three Hundred Twenty-Three Dollars ($1,881,323) to a new total not-to-exceed amount of Two Million One Hundred Seventy-Six Thousand Four Hundred Six Dollars and Twenty Cents ($2,176,406.20), as detailed therein.

E. The Parties entered into Amendment No. 6 to extend the contract term six months through June 30, 2025, with no additional compensation payable by the City, as detailed therein.

F. In accordance with Palo Alto Municipal Code 2.30.90, the Parties now wish to amend the Contract in order to extend the contract term eighteen months through December 31, 2026, with no additional compensation payable by the City, as detailed herein.

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

Vers.: Aug. 5, 2019

Item 24
Attachment C -
Amendment No. 7 to
Contract No. C12142825
with NV5, Inc.

Item 24: Staff Report
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Docusign Envelope ID: 70D6D659-91CE-4A09-850D-16B0E04EC4AB SECTION 1. Definitions. The following definitions shall apply to this Amendment:
a. Contract. The term “Contract” shall mean Contract No. C12142825 between CONSULTANT and CITY, dated March 5, 2012, as amended by:

Amendment No.1, dated June 4, 2013
Amendment No.2, dated March 10, 2015
Amendment No.3, dated June 1, 2020
Amendment No.4, dated June 21, 2021
Amendment No.5, dated November 13, 2023
Amendment No.6, dated December 18, 2024
b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.

SECTION 2. Section 2 entitled “TERM”, of the Contract is hereby amended to read as follows:
“The term of this Agreement shall be from the date of its full execution through December 31, 2026, unless terminated earlier pursuant to Section 19 of this Agreement.” SECTION 3 The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference:
a. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT NO. 7”, AMENDED, REPLACES PREVIOUS.

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

SECTION 5. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
Vers.: Aug. 5, 2019

Item 24
Attachment C -
Amendment No. 7 to
Contract No. C12142825
with NV5, Inc.

Item 24: Staff Report
Pg.
44 Packet Pg. 1059 of 1138

Docusign Envelope ID: 70D6D659-91CE-4A09-850D-16B0E04EC4AB

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

CITY OF PALO ALTO NV5, INC.

Officer 1
___________________________
City Manager
By:______________________________
Lori Goodwin
Name:___________________________
Vice President
Title:____________________________
APPROVED AS TO FORM: Officer 2
____________________________
City Attorney or Designee
By:______________________________

MARYJO E O'BRIEN
Name:___________________________
CAO
Title:____________________________
Attachments:

Exhibit “B”: “SCHEDULE OF PERFORMANCE, AMENDMENT NO. 7” (AMENDED, REPLACES

PREVIOUS)
Vers.: Aug. 5, 2019

Item 24
Attachment C -
Amendment No. 7 to
Contract No. C12142825
with NV5, Inc.

Item 24: Staff Report
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45 Packet Pg. 1060 of 1138

Docusign Envelope ID: 70D6D659-91CE-4A09-850D-16B0E04EC4AB EXHIBIT “B”
SCHEDULE OF PERFORMANCE, AMENDMENT NO. 7
(AMENDED, REPLACES PREVIOUS)
CONSULTANT shall perform the Services so as to complete each milestone within the completion dates specified below. The completion dates shown below are the final completion date of the tasks which include 30%, 60%, 90%, final design, specifications of PS&E and all relevant tasks to complete the Project. The time to complete each milestone may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement.

CONSULTANT shall provide a detailed schedule of work consistent with the schedule shown below within 2 weeks of receipt of the notice to proceed (NTP).

Milestones

1. Project Management
Completion Date for Tasks
December 31, 2024

2. Existing Document Review

3. Utility Coordination

4. Environmental Studies
May 9, 2012 (completed)
February 27, 2013 (completed)
June 30, 2020 (completed)
July 20, 2015 (completed)5. Survey

6. Bridge Hydraulic Report September 14, 2015 (completed) September 20, 2012 (completed)
November 10, 2021 (completed)
September 9, 2022 (on-going)
October 2, 2023 (completed)
(work by others) (completed)
January 1, 2024 (completed)
August 11, 2023 (completed)
August 18, 2023 (completed)
December 27, 2023 (completed)
December 29, 2023 (completed)
January 11, 2024 (completed)
December 31, 2026

7. Geotechnical Investigation

8. Preliminary Engineering and Type Selection

9. Final Design & PS&E Development

9.9 100% PS&E Submittal (revisions)

10.1 Regulatory Agency Permitting

10.2 Right of Way (A&A) Project Management

10.3 Appraisal Services

10.4 Appraisal Review Services

10.5 Negotiations / Acquisition

10.6 Utility Relocation / Certification Services

10.7 Right-of-Way Certification

11. Bidding and Construction Support
The Schedule of Performance applicable to the Services detailed in Exhibit A-3 (Scope of Services, Amendment No. 5) which are not labeled “Task Completed” in Exhibit A-3, is provided in the attached “Attachment 1 to Exhibit B.” Attachment 1 to Exhibit B is hereby attached and incorporated into this Exhibit B by reference as though fully set forth herein. As with the above milestones, the time to complete each milestone detailed in Attachment 1 to Exhibit B may be increased or decreased by mutual written agreement of the project managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. As with the above milestones, CONSULTANT shall provide a detailed schedule of work consistent with the schedule shown in Attachment 1 to Exhibit B within 2 weeks of receipt of the notice to proceed (NTP).

Vers.: Aug. 5, 2019

Item 24
Attachment C -
Amendment No. 7 to
Contract No. C12142825
with NV5, Inc.

Item 24: Staff Report
Pg.
46 Packet Pg. 1061 of 1138

Docusign Envelope ID: 70D6D659-91CE-4A09-850D-16B0E04EC4AB ATTACHMENT 1 TO EXHIBIT “B” AMENDMENT NO. 7 SCHEDULE OF PERFORMANCE Vers.: Aug. 5, 2019

Item 24
Attachment C -
Amendment No. 7 to
Contract No. C12142825
with NV5, Inc.

Item 24: Staff Report
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Docusign Envelope ID: 70D6D659-91CE-4A09-850D-16B0E04EC4AB Newell Road Bridge Replacement at San Francisquito Creek Project Project Schedule
11/27/2024
ID Task Name Duration Start Finish PredecessQtr 3, 2021 Jul
Qtr 4, 2021
Oct
Qtr 1, 2022
Jan
Qtr 2, 2022
Apr
Qtr 3, 2022
Jul
Qtr 4, 2022
Oct
Qtr 1, 2023
Jan
Qtr 2, 2023
Apr
Qtr 3, 2023
Jul
Qtr 4, 2023
Oct
Qtr 1, 2024
Jan
Qtr 2, 2024
Apr
Qtr 3, 2024
Jul
Qtr 4, 2024
Oct
Qtr 1, 2025
Jan
Qtr 2, 2025
Apr
Qtr 3, 2025
Jul
Qtr 4, 2025
Oct
Qtr 1, 2026
Jan
Qtr 2, 2026
Apr
Qtr
Aug Sep Nov Dec Feb Mar May Jun Aug Sep Nov Dec Feb Mar May Jun Aug Sep Nov Dec Feb Mar May Jun Aug Sep Nov Dec Feb Mar May Jun Aug Sep Nov Dec Feb Mar May Jun 1 2
NOTICE TO PROCEED 0 wks Thu 7/1/21 Thu 7/1/21
Notice To Proceed 7/1/21
3 Phase 1 - Preliminary Engineering
Project Management
139 wks
139 wks
139 wks
62 wks
62 wks
62 wks
Mon 7/5/21
Mon 7/5/21
Mon 7/5/21
Mon 7/5/21
Mon 7/5/21
Mon 7/5/21
Fri 3/1/24 1
Fri 3/1/24 1
Fri 3/1/24 1
Fri 9/9/22 1
Fri 9/9/22 1
Fri 9/9/22 1
4 Task 1 -
5 Task 1.1
Task 1.2
Task 1.3
Task 1.4
-
-
-
-
Project Management
Meetings7
9 Quality Assurance
Project Schedule
/ Quality Control
11 13
14 16
17 19
20 22
23 24
26 28
30 31
32 34
35 36
37 38
39 40
41 42
43 44
45 46
47 48
49 50
51 54
58 60
64 65
66 67
68 69
70 71
72 73
75 76
77 78
79 80
81 82
83 84
85 86
87 88
89 90
91 92
93 94
95 96
97 98
99 100
101
102
103
104
105
106
107
108
109
110
111
112
113
114
115
116
117
118
119
120
121
122
123
Task
Task
Task
Task
3 5
6 7
-
-
-
Utility Coordination (Caltrans Utility Process)
Survey and Base Mapping
72 wks
20 wks
Mon 7/5/21
Mon 6/20/22
Mon 7/5/21
Fri 11/18/22 1
Fri 11/4/22 82
Fri 8/6/21 1Bridge Hydraulic Report 5 wks
- Geotechnical Investigations 8
2 4
4 wks
wks
wks
wks
Mon 7/5/21
Mon 7/5/21
Mon 7/5/21
Mon 8/2/21
Fri 8/27/21 1
Fri 7/16/21 1
Fri 7/30/21 1
Fri 8/27/21 26
Task 7.4
Task 7.5
Task 7.6
-
-
-
Soils Analysis/Evaluation
Prepare Draft Foundation Report
Prepare Final Foundation Report
Task 8 - Preliminary Engineering & Type Selection Report Bridge Type Selection Report
20 wks
10 wks
Mon 7/5/21
Mon 7/5/21
Fri 11/19/21 1
Fri 9/10/21 1Task 8.1 Preliminary Engineering &
Type Selection Report & Preliminary Engineering Submittal 0 wks Fri 9/10/21 Fri 9/10/21 32 9/10
Agency Review of Preliminary Engineering
City of Palo Alto
4 wks
wks
wks
wks
Mon 9/13/21
Mon 9/13/21
Mon 9/13/21
Mon 9/13/21
Fri 10/8/21 35
Fri 10/8/21
Fri 10/8/21
Fri 10/8/21
4 City of East Palo Alto 4
4Valley Water
Caltrans Type Selection Review Process
First Caltrans Review
10 wks Mon 9/13/21
Mon 9/13/21
Mon 10/25/21
Mon 10/25/21
Fri 11/5/21
Fri 11/19/21 35
Fri 10/22/21 32
Fri 10/29/21 43
Fri 11/5/21 43
Fri 11/5/21 45
Fri 11/19/21 46
6 wks
Type Selection Meeting 1 wk
wks
wks
wks
NV5 Responses to Caltrans Comments
Type Selection Report Re-Submittal
Second Caltrans Review
2 0
11/5
2 Mon 11/8/21
Phase 2 - Final Design Permitting& 44 wks?
44 wks?
12 wks
12 wks
12 wks
Mon 11/22/21
Mon 11/22/21
Mon 11/22/21
Mon 11/22/21
Mon 11/22/21
Mon 2/14/22
Fri 9/23/22 47
Fri 9/23/22 47
Fri 2/11/22 47
Fri 2/11/22 47
Fri 2/11/22 47
Fri 2/25/22 51,54,58
Task 9 - Final Design & PS&E Development
Task 9.1
Task 9.2
Task 9.3
Task 9.4
-
-
-
-
Bridge Structural Design
Roadway Design
Traffic Control / Construction Staging Plans
65% Plans, Special Provisions & Estimate 2 wks
Task 9.5 - First (65%) PS&E Submittal (65% Submittal) 0 wks Fri 2/25/22 Fri 2/25/22 60 2/25
Agency Review of 65% PS&E
City of Palo Alto
6 wks
wks
wks
wks
wks
Mon 2/28/22
Mon 2/28/22
Mon 2/28/22
Mon 2/28/22
Mon 2/28/22
Fri 4/8/22 65
Fri 3/25/22
Fri 3/25/22
Fri 3/25/22
Fri 4/8/22
4 City of East Palo Alto
Valley Water
4 4
6Caltrans
Task 9.6 - Independent Design Check 15 wks Mon 2/28/22 Fri 6/10/22 65 Task 9.7 - Response to 65% / 90% PS&E Development 10 wks? Mon 4/11/22 Mon 4/11/22
Mon 4/25/22
Mon 6/20/22
Fri 6/17/22 67
Fri 4/22/22 65
Fri 6/17/22 77
Fri 9/30/22 78
NV5 Responses to 65% Comments 2
8 wks
wksPrepare 90% PS&E (Bridge and Roadway)
Prepare 90% PS&E (Bridge and Roadway) 15 wks
Task 9.8a
Task 9.8
- Intermediate Submittal (80% Submittal) 0 wks Fri 6/17/22 Fri 6/17/22 78 6/17
- Second (90%) PS&E Submittal (90% Submittal) 0 wks Fri 9/30/22 Fri 9/30/22 79 90% Submittal 9/30
Agency Review of 90% PS&E
City of Palo Alto

8.8 wks?
wks
Mon 10/3/22 Thu 12/1/22 82 Agency 90% PS&E Review
City of Palo Alto Review8 Mon 10/3/22 Fri 11/25/22
NV5 Comment Review Period
Comment Resolution Meeting
City of East Palo Alto

0.6 wks

0.2 wks
Mon 11/28/22 Wed 11/30/22 85
-
-
-
Roadway
Drainage
/ Civil Thu 12/1/22 Thu 12/1/22 86
Fri 11/25/22
12/1
4 wks Mon 10/31/22 City of East Palo Alto Review
NV5 Comment Review Period
Comment Resolution Meeting
Valley Water

0.6 wks

0.2 wks
Mon 11/28/22 Wed 11/30/22 88
/ BioRetention Thu 12/1/22 Thu 12/1/22 89
Fri 11/25/22
12/1
4 wks Mon 10/31/22 Valley Water Review
NV5 Comment Review Period
Comment Resolution Meeting

0.6 wks

0.2 wks
Mon 11/28/22 Wed 11/30/22 91
Bridge / Structures Thu 12/1/22 Thu 12/1/22 92
Fri 11/25/22
12/1
Caltrans (Courtesy Submittal) 6 wks Mon 10/17/22 Caltrans (Courtesy Submittal) Task 9.9 - Third (100%) PS&E Submittal (100% Submittal) 8 wks wks
wks
wks
Fri 12/2/22 Thu 1/26/23 Final PS&E Submittal
Address 90% CommentsAddress 90% Comments
Prepare 100% PS&E
Final PS&E Submittal
2 6
Fri 12/2/22 Thu 12/15/22 86,89,92
Fri 12/16/22 Thu 1/26/23 97 Prepare 100% PS&E
Final PS&E Submittal
0 Thu 1/26/23 Thu 1/26/23 98
1/26
City Building Permit Application Submittal 1 wk Mon 11/14/22 Fri 11/18/22 84 City Building Permit Resubmittal 1 wk Mon 11/14/22 Fri 11/18/22 City Building Permit Resubmittal
Task 10 - Regulatory Agency Permitting
Obtain Permits (Approx

92.6 wks Fri 12/2/22 Tue 9/10/24 Regulatory Agency Permitting JPA Prepare Permit Application Obtain Permits (ApproxJPA Prepare Permit Application & 1 year) 92.6 wks Fri 12/2/22 Tue 9/10/24 & 1 year) Task 10.2 ROW Appraisals and Acquisitions
Plat and Legal other Documents
& ROW Certification 21.6 wks

12.7 wks
10 wks
Mon 4/3/23 Wed 8/30/23 99 Task 10.2 ROW Appraisals and Acquisitions Plat and Legal
& ROW Certification
& Mon 4/3/23
Mon 5/8/23
Mon 6/19/23
Mon 7/3/23
Mon 7/3/23
Fri 7/7/23
Thu 6/29/23
Fri 7/14/23
Wed 8/30/23
Tue 6/18/24
Fri 7/21/23
Fri 7/28/23
Tue 6/18/24

10.3 Appraisal Services 10.3 Appraisal Services

10.4 Appraisal Review Services 10.6 wks

50.4 wks?

10.4 Appraisal Review Services

10.5 Negotiations / Acquisitions 10.5 Negotiations / Acquisitions A. Preparation of Offer Document
B. City Approval of Offer Document
3 wks
A. Preparation of Offer Document
B. City Approval of Offer Document

3.2 wks

49.2 wks?

71.2 wks?

6.4 wks?
C. Negotiation / Aquisition Tue 7/11/23 C. Negotiation / Aquisition

10.6 Utility Relocation and Certification Services
A. Report of Investigation
Thu 6/1/23 Thu 10/10/24
Thu 6/1/23 Fri 7/14/23

10.6 Utility Relocation and Certification Services
A. Report of Investigation
B. Utility Relocation Aggreement (Executed)

10.7 Right of Way Certification

62.6 wks? Tue 8/1/23 Thu 10/10/24
Fri 8/30/24 Thu 10/10/24
B. Utility Relocation Aggreement (Executed)
6 wks

10.7 Right of Way Certification
Phase 3 - Bidding & Construction Support
Construction Support
130.2 wks
78 wks
Tue 1/2/24
Tue 1/2/24
Tue 5/6/25
Tue 7/1/25
Tue 6/30/26 118 B B i i d d d i i n g g & & C C o o n s t t r u c c t t i i o o n S u u p p o o r r t Task 11 - Bid Assistance & Mon 6/30/25 Bid Assistance & Construction Support Bid Assistance & Construction Support Construction Support
Task 11.1
Task 11.2
-
-
Construction Bid Assistance
Construction Support
8 wks Mon 6/30/25 Construction Bid Assistance
52 wks Mon 6/29/26 122

Item 24
Attachment C - Amendment No. 7 to
Contract No. C12142825 with NV5,
Inc.

Item 24: Staff Report
Pg.
48 Packet Pg. 1063 of 1138

Amendment No. Three to Cost Share Agreement
Newell Road Bridge Replacement Project
City of Palo Alto/Santa Clara Valley Water District
FINAL 2/25/2025
Version 1.16 1
AMENDMENT NO. THREE TO COST SHARE AGREEMENT

BETWEEN CITY OF PALO ALTO AND SANTA CLARA VALLEY WATER DISTRICT

REGARDING NEWELL ROAD BRIDGE REPLACEMENT PROJECT
This Amendment No. Three (Amendment), effective as of the date it is fully executed, amends the terms and conditions of the Cost Share Agreement Between City of Palo Alto (City) and Santa Clara Valley Water District (District) Regarding Newell Road Bridge Replacement Project (Project) dated April 9, 2012 (Agreement), Amendment No. One dated June 6, 2013, and Amendment No. Two dated May 11, 2015, individually, the Party or collectively, the Parties.

WHEREAS, the Agreement was entered into between the Parties to memorialize the District’s agreement to pay City the local matching funds associated with Project planning and design, and the City’s agreement to manage the engineering and environmental assessment phase of the Project; and
WHEREAS, City received a Caltrans Highway Bridge Program Grant (Grant) to reimburse the City for 88.53% of the Grant-eligible (referred to as “participating costs” by Caltrans) Preliminary Engineering (which entails full Project design) costs for the Project. District agreed to provide the remaining 11.47% of the Grant-eligible costs (referred to as the “local match” by Caltrans) on behalf of the City, pursuant to the Grant requirements; and WHEREAS, the Planning phase has been completed and City certified the Final Environmental Impact Report (EIR) on June 1, 2020; and
WHEREAS, Amendment No. One provided for an increase in the District’s local match portion to an amount not to exceed $79,045.00 (Amendment No. One), as invoiced by the City, and pursuant to Amendment No. Two an increase to an amount not to exceed $314,119.00 (Amendment No. Two), as invoiced by the City; and
WHEREAS, City retained Nolte Associates, Inc., now known as NV5, Inc., as its planning and design consultant (Consultant) for the Project. Consultant is currently preparing the Project design and its sub-consultant is providing Right-of-Way (R/W) support services; and WHEREAS, In August of 2020, City received an increased Grant award amount of $574,146 to complete Preliminary Engineering ($364,110 for PE; $163,036 for Construction Support; and $47,000 for City permits) and pay for a portion of City’s estimated costs for R/W appraisal and acquisitions ($113,000 for R/W). The increased Grant award amount allows for a maximum expenditure for the PE and R/W not to exceed $1,862,000; and WHEREAS, the Parties desire to amend the Agreement to provide for the District to increase its cost share contribution toward participating costs, including City’s the costs of additional Consultant services for Project design, bidding support, R/W support and compensation, and engineering support services during construction, as a portion of City’s local match funds, in correlation to the increased Grant amount; and
WHEREAS, the Parties desire to amend the Agreement to also provide for the District to add a cost share contribution towards non-participating costs (ineligible for Grant reimbursement) including costs for Project R/W compensation, and
WHEREAS, in March 2023, City submitted a request to Caltrans for additional Grant funding to pay for Consultant services not currently included in City’s agreement with Consultant, but necessary to complete Project PE and R/W services; and
Docusign Envelope ID: C6B73AD8-D0E1-4360-9F85-DFC43039AB27 Item 24
Attachment D -
Amendment No. 3 to Cost
Share Agreement with
Santa Clara Valley Water
District

Item 24: Staff Report
Pg.
49 Packet Pg. 1064 of 1138

Amendment No. Three to Cost Share Agreement
Newell Road Bridge Replacement Project
City of Palo Alto/Santa Clara Valley Water District
FINAL 2/25/2025
Version 1.16 2
WHEREAS, Caltrans provided comments through various rounds of iterations, with the most recent resubmittal occurred on August 14, 2024 and a determination on City’s request is pending with Caltrans.

NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions stated herein, and notwithstanding anything to the contrary stated in the Agreement, Amendment No. One, and Amendment No. Two, City and District hereby agree to amend the Agreement as follows:

1. SECTION I, SCOPE OF WORK, 1.1 is revised to state as follows:
“1.1 City has retained a consultant to prepare engineering design and environmental assessment for the replacement of the Newell Road Bridge over San Francisquito Creek to convey the approved Project design flow.”

2. SECTION II, DUTIES, 2.1 is revised to state as follows:
“2.1 District agrees to pay the local match portion in an amount not to exceed $469,577 as invoiced by the City.
a. The estimated Project costs as stated in the original Agreement and modified in Amendment No. One, Amendment No. Two, and this Amendment No. Three, and cost share amounts allocated amongst Caltrans’ Grant, City, and District are set forth in Table 1 Summary of Project Costs and Source of Funds below.”

(REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)

Docusign Envelope ID: C6B73AD8-D0E1-4360-9F85-DFC43039AB27 Item 24
Attachment D -
Amendment No. 3 to Cost
Share Agreement with
Santa Clara Valley Water
District

Item 24: Staff Report
Pg.
50 Packet Pg. 1065 of 1138

Amendment No. Three to Cost Share Agreement
Newell Road Bridge Replacement Project
City of Palo Alto/Santa Clara Valley Water District
FINAL 2/25/2025
Version 1.16 3
Table 1: Summary of Project Costs and Source of Funds
City/District Cost Share Agreement and
Amendments
Total Not to
Exceed Amount
Caltrans
Share
(88.53%)
City Share
(88.53%)
Local Match
(District)
Share
(11.47%)
Cumulative Local
Match (District)
Share
Original Agreement $522,143 $462,253 $0 $59,890 $59,890 Amendment No. One1 $167,122 $147,953 $0 $19,1552 $79,045 Amendment
No. Two3
Newell Rd Bridge Cost $485,544 $429,852 $0 $55,706 $134,751 District’s Channel Work4 $179,368 $0 $0 $179,368 $314,119 Scope completed by City’s Consultant Amendment
No. Three
Design, permitting and construction
support by City’s Consultant (Amendment
No. 4 to NV5 Contract and City Permits)5
$574,146 $508,291 $0 $65,855 $379,974
Design and R/W appraisal and acquisition
support by City’s Consultant (Amendment
No. 5 to NV5 Contract)
$295,083.20 $261,237.26 $0 $33,846 $413,820
R/W acquisition compensation (additional
City costs, HBP eligible) $230,916 $204,4307 $0 $26,486 $440,306 R/W acquisition compensation (additional
City costs, non-HBP eligible) $255,200 $0 $225,929 $29,271 $469,577 TOTAL $2,709,522.28 $2,014,016.20 $225,929 $469,577 $469,577 NOTE:

1. Not to Exceed and Caltrans’ share amounts shown on this row are based on the approved E76 dated 5/22/2013.

2. Valley Water approved expenses were signed with a previous requested amount of $167,000. However, Caltrans approved $167,122. Additional 11.47% of $122 is included in cumulative costs in Amendment No. Two.

3. Not to Exceed and Caltrans share amounts shown on these rows are based on the approved E76 dated 5/06/2015.

4. Design and environmental review of channel work downstream of Newell Rd. Bridge for the District at District’s sole cost.

5. Not to Exceed and Caltrans share amounts shown on this row are based on the approved E76 dated 12/18/2020, plus $47,000 for City Permits not in the scope of City’s NV5 Consultant Contract Amendment #4.

6. The 0.2 cents is shown fully as Caltrans share due to rounding.

7. Amount City requested of Caltrans exhibit 6D in August 14, 2024. Additional for cost for PE and Regulatory permits not shown on this table will be submitted with next amendment. R/W Compensation Total $486,116 (HBP-Eligible = $230,916; Non-HBP=$255,200).

8. Amount in City’s NV5 Consultant original Contract through Amendment #5 = $2,176,406.20.

Docusign Envelope ID: C6B73AD8-D0E1-4360-9F85-DFC43039AB27 Item 24
Attachment D - Amendment No. 3 to
Cost Share Agreement with Santa
Clara Valley Water District

Item 24: Staff Report
Pg.
51 Packet Pg. 1066 of 1138

Amendment No. Three to Cost Share Agreement
Newell Road Bridge Replacement Project
City of Palo Alto/Santa Clara Valley Water District
FINAL 2/25/2025
Version 1.16 4

3. SECTION II DUTIES, 2.2 is revised to state as follows:
“2.2 The Parties agree to the following procedures for invoicing and remitting payment of the local match portion:
a. City will send an invoice to the District at the end of every month during which City incurred costs for which District has agreed to pay. Each invoice from City will include the following documents (in either or both, hard or soft copy, at District’s discretion), as a condition of District’s obligation to remit payment to City:
(1) narrative billing statement detailing the professional engineering services performed by City’s Consultant during the month;
(2) deliverables submitted to City for review and approval; (3) documentation City has paid its Consultant for such services; and (4) documentation of City submittal request for Grant funds reimbursement from Caltrans for such costs.
b. Provided a complete invoice has been received, including all required documentation, and approved by District, District agrees to reimburse City 11.47% of the participating and non-participating costs in each invoice within a month from the date on which the invoice was received.
c. City shall maintain full and adequate records to document the participating and non- participating costs pursuant to the Grant. City agrees to make available for examination by District, subject to limitations established by state law, its authorized agents, officers, or employees, any and all records, invoices, and payments received from Caltrans pursuant to the Grant.
d. City shall send District a final accounting of the reimbursements received from Caltrans and provide documentation confirming that the District’s contribution did not exceed 11.47% of the participating and non-participating total Project costs within 90 days of the City’s acceptance of the Project.
e. Any contributions by District in excess of 11.47% of the participating and non- participating costs shall be returned to District within sixty (60) days of District’s demand for such reimbursement. This Agreement will not terminate until such remittance has occurred.
f. If the Santa Clara Valley Water District determines it will be late with a payment, it shall notify the City’s Director of Public Works in writing at least two business days before the regularly scheduled payment date of its intent to make a late payment, including the date of when the payment will be made.

4. SECTION IV ADDITIONAL PROVISIONS is hereby added as follows:
“4.10 Agreement Execution. Unless otherwise prohibited by law or policy of either Party, the Parties agree that an electronic copy of a signed agreement, or an electronically signed agreement, has the same force and legal effect as an agreement executed with an original ink signature. The term “electronic copy of a signed agreement” refers to a transmission by facsimile, electronic mail, or other electronic means of a copy of an original signed agreement in a portable document format. The term “electronically signed agreement” means an agreement that is executed by applying an electronic signature using technology approved by District and City. As of the effective date of this Amendment No. Three, the City and the District each use DocuSign as its approved means of electronic signature.”
Docusign Envelope ID: C6B73AD8-D0E1-4360-9F85-DFC43039AB27 Item 24
Attachment D -
Amendment No. 3 to Cost
Share Agreement with
Santa Clara Valley Water
District

Item 24: Staff Report
Pg.
52 Packet Pg. 1067 of 1138

Amendment No. Three to Cost Share Agreement
Newell Road Bridge Replacement Project
City of Palo Alto/Santa Clara Valley Water District
FINAL 2/25/2025
Version 1.16 5

5. SECTION V NOTICES is revised to state as follows:
“Notices given pursuant to this Agreement and all Amendments hereto, may be delivered by first class mail addressed to the appropriate Party at the following addresses:

TO DISTRICT: Santa Clara Valley Water District
5750 Almaden Expressway
San Jose, CA 95118
Attn: Erin Baker, Capital Engineering Manager
TO CITY: City of Palo Alto
Department of Public Works
250 Hamilton Avenue
Palo Alto, CA 94301
Attn: Michel Jeremias, Senior Engineer

6. All other terms and conditions of the Agreement, Amendment No. One, and Amendment No. Two, not otherwise amended as stated in this Amendment No. Three, remain in full force and effect.

IN WITNESS WHEREOF, THE PARTIES HAVE SET FORTH BELOW THEIR CONSENT TO THE TERMS AND CONDITIONS OF THIS AMENDMENT NO. THREE TO THE AGREEMENT THROUGH THE SIGNATURES OF THEIR DULY AUTHORIZED REPRESENTATIVES.

CITY OF PALO ALTO
By: ______________________
Ed Shikada
Title: City Manager
Date: _______________________
APPROVED AS TO FORM:

By: ______________________
Mark Vanni
Title: Assistant City Attorney
Date: _______________________
APPROVED:

By: ______________________
Brad Eggleston
Title: Director of Public Works
Date: _______________________

SANTA CLARA VALLEY WATER DISTRICT
By: ______________________
Melanie Richardson
Title: Interim Chief Executive Officer
Date: _______________________
APPROVED AS TO FORM:

By: ______________________
Carlos Orellana
Title: District Counsel
Date: _______________________

Docusign Envelope ID: C6B73AD8-D0E1-4360-9F85-DFC43039AB27 3/12/2025
3/20/2025
Item 24
Attachment D -
Amendment No. 3 to Cost
Share Agreement with
Santa Clara Valley Water
District

Item 24: Staff Report
Pg.
53 Packet Pg. 1068 of 1138

City Council
Staff Report
From: City Clerk
Report Type: INFORMATION REPORTS
Lead Department: City Clerk
Meeting Date: June 16, 2025
Report #:2503-4348
TITLE
Boards, Commissions, and Committees Mid-Year Attendance Report; CEQA Status - Not a Project

RECOMMENDATION
This is an informational report, no action is recommended.

BACKGROUND
The Boards, Commissions, and Committees (BCC) Handbook specifies that a compilation of attendance will be submitted to the City Clerk and presented to City Council at least annually listing absences for all members. Regular attendance by all members is essential to ensure collaborative and efficient public participation. The Handbook places an emphasis on the significance of consistent attendance and outlines the policies surrounding absences. Members are expected to make every effort to attend all scheduled meetings. Should a member be absent from more than one-third of the BCC meetings within a calendar year, their absences will be reported to the City Council, which could result in a removal.

ANALYSIS
The attachments reflect the numbers of absences, remote attendance, and total of meetings attended since the appointed term. Commissioners who joined mid-term or finished their terms before the end of calendar year 2025 are indicated with an “X.” The purpose of this is a Mid-Year Attendance Report is to maintain transparency and determine if BCC members are adhering to attendance requirements.

ATTACHMENTS
Attachment A: Mid-Year Attendance Report of Boards, Commissions, and Committees APPROVED BY:

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

Item A: Staff Report
Pg.
1 Packet Pg. 1069 of 1138

Architectural Review
Board
1/2/2025 (CANCELED)
1/16/2025
2/6/2025
2/20/2025
3/6/2025
3/20/2025
4/3/2025 (CANCELED)
4/17/2025
Peter Baltay
Canceled
In Person
In Person
In Person
In Person
In Person
Canceled
In Person
In Person
In Person
David Hirsch
Canceled
In Person
In Person
In Person
In Person
In Person
Canceled
In Person
In Person
In Person
Kendra Rosenberg Yingxi Chen Mousam Adcock
Canceled
In Person
In Person
Absent
In Person
In Person
Canceled
In Person
In Person
In Person
Canceled
In Person
In Person
In Person
In Person
In Person
Canceled
In Person
In Person
In Person
Canceled
In Person
In Person
In Person
In Person
In Person
Canceled
In Person
In Person
In Person
5/1/2025
5/15/2025
Historic Resources Board
Meeting Date Alisa Eagleston‐
Samantha Rohman CieslewiczCaroline Willis
Canceled
In Person
In Person
In Person
Canceled
Christian Pease
Canceled
In Person
In Person
In Person
Geddes Ulinskas
Canceled
In Person
Remote (Just Cause)
In Person
Canceled
1/9/2025 (CANCELED)
2/13/2025
3/13/2025
4/10/2025
5/15/2025 (CANCELED)
Canceled
In Person
In Person
In Person
Canceled
Canceled
In Person
In Person
In Person
CanceledCanceled
Human Relations
Commission
Meeting Date
Mary Kate
StimmlerDonald Barr
In Person
Canceled
In Person
In Person
Canceled
In Person
Katie Causey
In Person
Canceled
In Person
In Person
Canceled
In Person
Adriane Eberle
In Person
Canceled
In Person
In Person
Canceled
Amy Hsieh
In Person
Canceled
In Person
Absent
Sridhar Karnam
X
X
X
X
X
Michelle Kraus Kaloma Smith
1/9/2025 In Person
Canceled
Absent
In Person
Canceled
Absent
In Person
Canceled
X
In Person
Canceled
In Person
In Person
Canceled
In Person
2/13/2025 (canceled)
2/18/2025 (special)
3/13/2025
4/10/2025 (canceled)
5/8/2025
In Person
Canceled
In Person
Canceled
In PersonIn Person In Person
Parks and Recreation
Commission
Meeting Date
1/28/2025
2/25/2025
3/28/2025
4/11/2025 Retreat
4/22/2025
5/27/2025
Amanda Brown
In Person
Absent
Anne Cribbs
In Person
In Person
In Person
Yudy Deng
In Person
In Person
In Person
Absent
Nellis Freeman
In Person
Absent
In Person
In Person
In Person
Jeff Greenfield
In Person
In Person
In Person
In Person
In Person
Shani Kleinhaus Bing Wei
In Person
In Person
In Person
In Person
In Person
In Person
Remote (Emergency)
Remote (Emergency)
In Person
In Person
In Person
Absent
Remote (Just Cause) In Person
Absent
In Person
In Person
In Person
In Person
In Person Remote (Emergency) In Person Remote (Just Cause) Item A
Attachment A - Mid-Year Attendance
Report of Boards, Commissions, and
Committees

Item A: Staff Report
Pg.
2 Packet Pg. 1070 of 1138

Planning & Transportation
Commission
Meeting Date Forest Olaf
PetersonDoria Summa
Canceled
Remote (Emergency) In Person
In Person
In Person
In Person
In Person
In Person
X
X
X
X
Bart Hechtman
Canceled
Bryna Chang
Canceled
In Person
In Person
Absent
In Person
In Person
In Person
Cari Templeton
Canceled
In Person
In Person
In Person
Absent
In Person
In Person
In Person
In Person
In Person
In Person
Allen Akin
Canceled
In Person
In Person
In Person
In Person
In Person
In Person
In Person
In Person
In Person
In Person
Kevin Ji
X
Todd James
X1/8/2025 (CANCELED)
1/15/2025 (SPECIAL)
1/29/2025
2/12/2025
2/26/2025
3/12/2025
3/26/2025
4/9/2025
4/30/2025
X
X
X
X X
In Person
In Person
In Person
In Person
In Person
X X
In Person
In Person
In Person
In Person
In Person
In Person
In Person
In Person
X X
In Person
In Person
In Person
In Person
In Person
In Person
In Person
X
X
X
Remote (Just Cause) In Person In Person
In Person
In Person
In Person
In Person
In Person
In Person
Absent
In Person
In Person
5/14/2025
5/28/2025
Public Art Commission
(PAC)
Meeting Date
1/16/2025
1/31/2025
2/20/2025
3/20/2025
4/17/2025
5/15/2025 (CANCELED)
Loren Gordon
Absent
In Person
In Person
In Person
In Person
Canceled
Tara de la Garza
In Person
In Person
In Person
Absent
Ben Miyaji
In Person
In Person
Remote (Just Cause) In Person
Remote (Just Cause) In Person
Hsinya Shen
In Person
In Person
Amber Smith
In Person
In Person
In Person
In Person
In Person
Canceled
Harriet Stern
In Person
In Person
In Person
In Person
In Person
Canceled
Lisa Waltuch
Absent
In Person
In Person
In Person
In Person
Canceled
In Person
Canceled
In Person
Canceled
In Person
Canceled
Storm Water Management
Oversight Committee
Meeting Date Hal Mickelson
In Person
Catherine Perman
In Person
Ron Owes
Absent
Ambika Pajjuri
In Person
Gregory Bennett
In Person
Kevin Mayer
In Person
Dena Mossar
In Person4/22/2025
Utilities Advisory
Commission
Meeting Date
1/1/2025 (CANCELED)
Sp. Meeting 1/7/2025
2/5/2025
3/5/2025
4/2/2025
Rachel Croft
Cancelled
In Person
In Person
In Person
In Person
In Person
Phil Metz
Cancelled
In Person
In Person
In Person
In Person
In Person
Robert Phillips
Cancelled
In Person
In Person
In Person
In Person
In Person
Greg Scharff
Cancelled
In Person
In Person
In Person
Meagan Mauter
Cancelled
In Person
Remote (Just Cause) In Person
In Person
Chris Tucher
Cancelled
In Person
Utsav Gupta
Cancelled
In Person
In Person
In PersonIn Person
In Person
In Person
Remote (Just Cause) In Person
In Person In Person
Remote (Just Cause)
Remote (Emergency)5/7/2025
Item A
Attachment A - Mid-Year Attendance
Report of Boards, Commissions, and
Committees

Item A: Staff Report
Pg.
3 Packet Pg. 1071 of 1138

City Council
Staff Report
From: City Manager
Report Type: INFORMATION REPORTS
Lead Department: Planning and Development Services
Meeting Date: June 16, 2025
Report #:2505-4725
TITLE
Summary of Downtown Housing Plan Community Assessment Report and Next Steps. CEQA Status: Exempt under CEQA Guidelines Section 15262.

RECOMMENDATION
This is an informational report, no City Council discussion or action is required.

EXECUTIVE SUMMARY
The purpose of the Downtown Housing Plan is to increase housing production in a defined area of the University Avenue downtown. The plan advances the goals of the City’s 2030 Comprehensive Plan and 2023-2031 Housing Element by establishing policies, development standards, design guidelines, and the public infrastructure necessary to support additional housing.

The Community Assessment Report1 documents existing conditions and regulations to identify key opportunities and factors influencing development. An Executive Summary of the Report (Attachment A) summarizes the assessment and includes a suitability map highlighting limited availability of parcels with redevelopment potential in the Plan area. Attachment B contains analysis of three sites within the Plan boundary. The report indicates that many sites may require revised standards or incentives to enable housing development.

This information will support the discussion at the upcoming community workshop on June 18, 2025, at the Palo Alto Downtown Library. Community input will help finalize a feasibility analysis and inform policy recommendations to be presented to Council in September 2025.

BACKGROUND
1 Refer to the Community Assessment Report on Project Webpage:
https://www.paloalto.gov/Departments/Planning-Development-Services/Housing-Policies-Projects/Downtown- Housing-Plan
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The City Council designated the University Ave/Downtown Area as a Priority Development Area (PDA) on January 13, 2020,2 and accepted the MTC’s PDA grant funding of $800,000 on April 18, 2022,3 to initiate the preparation of the Downtown Housing Plan. This designation approved by the Association of Bay Area Governments (ABAG), encompasses approximately 206 acres within a half-mile radius of the Palo Alto Caltrain Station. PDAs as envisioned by the Metropolitan Transportation Authority (MTC) are established to guide growth around transit and connect housing to jobs and areas of interest. The approximately 90-acre Downtown Housing Plan project boundary is a part of the larger PDA boundary approved by MTC and has 33 identified Housing Element Opportunity Sites that account for roughly 334 housing units per standards set in the Housing Element.

The City Council authorized Wallace Roberts and Todd on February 26, 20244, to provide planning and consulting services for the Downtown Housing Plan. The project kicked off in March 2024 with the objective of increasing housing production in the downtown area while reducing the impact on the environment, aligning with the goals of the Comprehensive Plan, Housing Element, and Sustainability and Climate Action Plan (S/CAP).

The project team analyzed the area through stakeholder interviews, workshops, surveys, and other technical studies to determine the feasibility of housing production given the current standards and regulations and prepared a Community Assessment Report.

Additionally, the project team identified three sites to analyze the current development standards and regulations applicable to the downtown area, including the additional allowable residential density per the Housing Element. The selection of these sites is discussed in the Analysis section below.

ANALYSIS
The Community Assessment Report is the culmination of the first data-collection phase of the project. It is comprised of both technical analysis and feedback gathered from stakeholder interviews, community workshops, and a community wide survey. Chapter 12 of the Community Assessment Report contains the Opportunities and Constraints that identify factors that could hinder or favor increased residential development in the downtown area. This information is summarized in Attachment A.

The identified challenges were categorized as:
•Development Feasibility: Factors such as high real estate costs, limited project scale and small lot sizes, all of which present challenges to constructing multi-family and mixed- 2 https://www.paloalto.gov/files/assets/public/v/1/agendas-minutes-reports/reports/city-manager- reportscmrs/year-archive/2020/id-10717.pdf
3 https://www.paloalto.gov/files/assets/public/v/1/planning-amp-development-services/long- rangeplanning/housing-work-plan/cc-downtown-housing-plan-staff-report_04182022.pdf 4 Attachment A - PA Downtown Housing Plan Contract, C24187236 Item B
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use development. These challenges may be addressed through targeted incentives, policy adjustments, and other subsidies.
•Regulatory Requirements: Conditions stemming from existing zoning and building regulations including setbacks, daylight plane, building heights, allowable Floor Area Ratio (FAR), ground floor retail), processing times, impact fees, parking requirements, Transfer of Development Rights (TDR) limitations, and the “shrink wrap rule” for existing legal non-conforming buildings. These issues may warrant an update to the City practices and procedures.
•Process: Factors related to historical preservation policies, concerns regarding increased density and infill development, and other impacts tied to increased development in the project area. These factors may require education, engagement, and community acceptance.

As a first step in the feasibility study currently underway, the team identified three sites within the project boundary and applied existing development standards and regulations to evaluate the conditions affecting housing production at a project site level. These are referred to as the “Sites for Development Feasibility Analysis.”
Existing Development Standards and Applicability
Following the Community Assessment Report, the project team conducted an evaluation of the City’s existing zoning standards within the Plan Area to visualize and analyze potential challenges and barriers to facilitating housing production. As further discussed in Attachment B, the site selection criteria excluded properties with a historic designation, recent or current construction, and City owned parking lots. The sites were evaluated based on their building-to land value ratio, floor area ratio, and parcel size/ownership. Three sites were chosen for a prototypical case study: 318 University Avenue, 635 Waverley Avenue, and the combination of 116 Hamilton Avenue, 136 Hamilton Avenue, and 650 High Street. Two to three mixed-use or multi-family residential scenarios were developed for each site. The sites are intended to represent a variety of contexts present within the project area.

The first phase of the Site Development Feasibility Analysis process was to understand the existing development standard challenges in detail on a site-by-site basis. The next phase of the analysis process will support the feasibility analysis by determining which standards, if modified, could make multi-family or mixed-use development feasible to achieve the housing production goals of the Downtown Housing Plan: this phase is anticipated to be completed by Fall 2025.

Next Steps
A community workshop is scheduled for June 18, 2025, and will be held at the Palo Alto Downtown Library. The discussion with the community is expected to include exercises that will identify appropriate areas for increased residential density, ways to integrate other supporting amenities (such as public space), and trade-offs on alternative approaches developed by the project team.

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The project team will build pro forma models testing the financial feasibility of residential prototype development projects, each representing different intensities of development on the exemplar sites included in Attachment B.
•Using this analysis, the consultant team will develop an interactive exercise with the community members to explore ways to appropriately distribute housing units within the Plan Area. Potential locations for concentrating density and intensity will be identified and represented as development prototypes that will be tested for financial feasibility.
•The Housing Element opportunity site capacity within the Plan area is 334 units. This will serve as the minimum baseline capacity housing unit target for the Plan. The Downtown Housing Plan is intended to exceed this baseline capacity since the Plan’s goal is to further accelerate housing production in the downtown area. The project team will prepare a feasibility analysis that will test the potential of modified standards and the resultant housing numbers.

The project team will then present the City Council with the feasibility analysis and feedback received from the community. Analysis will be provided examining the relative performance of different residential prototypes under current development standards in relation to the market demand. Based on the analysis and community feedback the project team will seek Council direction in advance of preparing policy recommendations and the draft Plan.

POLICY IMPLICATIONS
The City’s Comprehensive Plan Policies L-2.4, L-4.7, and L-4.8 and the Housing Element’s Implementation Program 1.4: City-Owned Land Lots and Downtown Housing Plan are specific to the downtown area; guiding the development of the Downtown Housing Plan and its objectives. The Downtown Housing Plan will be a focused policy document with relevant programs that support housing production goals within the identified boundary, incorporating development standards, design standards, necessary infrastructure improvements, implementation plan, and financing feasibility report. The adopted Downtown Housing Plan will be consistent with the Comprehensive Plan, specifically the Land Use and Housing Elements.

FISCAL/RESOURCE IMPACT
Project activities continue to be funded through the previously appropriated budget and authorized contract amount of $1,508,254 and there are no additional costs associated with the services being provided by Wallace Roberts & Todd, LLC.

STAKEHOLDER ENGAGEMENT
The project team understands that community engagement is the key to the success of the planning effort, in addition to the technical, design, and expertise provided by qualified consultants funded by the grant. There have been significant efforts from the project team to engage the resident community including a dedicated webpage, social media announcements, Item B
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formation of the Community Advisory Group (CAG), a Technical Advisory Group (TAG), conducting stakeholder interviews, Community Open House, survey, and pop-ups including tabling at City events and Farmers Markets.

The project team in the last year has:
•Organized a Community Open House on October 10, 2024, at the Community Meeting Room, City Hall. The event attracted a number of attendees from the community who provided the project team an insight on the key challenges and opportunities of the Downtown Area.
•Facilitated a community survey soliciting input from residents was live from November 18, 2024, through December 20, 2024. We received approximately 406 responses, and the results are being consolidated by the project team. It will be included in the Community Assessment Report that the project team is working on. •Organized pop-ups at the City’s Tree Lighting Event, tabled at the Farmer’s Market and the 3rd Thursday event on California Avenue, and handed out fliers with project information to commuters at the Palo Alto Caltrain Station. •Convened the first CAG meeting on January 14, 2025, introducing the members of the CAG to one another and the project team, defining the scope of the Plan, roles, and responsibilities as members of the CAG, and seeking feedback and assistance in engaging with the community.

Additionally, the project team is also facilitating a Service Worker Outreach and Survey to gather feedback from Service and Hospitality workers in downtown.

ENVIRONMENTAL REVIEW
The actions recommended in this report are exempt from review under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15262: A project involving only feasibility or planning studies for possible future actions that have not been approved, adopted, or funded would not have significant impact on the environment. The City will prepare an environmental analysis for the Downtown Housing Plan when more project specifics have been identified.

ATTACHMENTS
Attachment A: Downtown Housing Plan Community Assessment Report – Executive Summary Attachment B: Downtown Housing Plan Site Development Feasibility Analysis APPROVED BY:

Jonathan Lait, Planning and Development Services Director Item B
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EXECUTIVE SUMMARY
The Palo Alto Downtown Housing Plan Community Assessment Report represents an initial step in planning for downtown Palo Alto as a more inclusive livable neighborhood aligned with the City's housing production goals. Guided by the Housing Element (2023–2031) and Comprehensive Plan 2030, this assessment consolidates existing conditions based on technical analysis and community perspectives to inform opportunities for housing growth, affordability, and quality of life in the heart of the City.

PROJECT PURPOSE AND AREA OVERVIEW
The Downtown Housing Plan (DHP) aims to accelerate housing production in downtown Palo Alto.

Spanning approximately 90 acres, the DHP area encompasses properties along Lytton Avenue, University Avenue, and Hamilton Avenue between Alma Street and Cowper Street. This area is a regional commercial and employment hub adjacent to Stanford University and the Caltrain station.

The Housing Element Program 1.4 identified downtown as a Priority Development Area (PDA), offering prime opportunities for infill housing on underutilized and City-owned sites.

UNDERSTANDING THE PALO ALTO COMMUNITY
Palo Alto is a highly educated, high-income City with persistent affordability and equity challenges. As of 2022, the City had a population of 68,624 and a median household income of $214,118—well above County and State averages. Despite this, more than 25% of households earn under $100,000, and renter households face severe cost burdens, with 38% of households spending more than 30% of their income on housing. This number is even higher in the Plan area block groups, with 53% of renter households paying more than 30% of their income on rent and housing expenses in 2022.

More detailed demographic and market data can be found in Chapter 2: Understanding Palo Alto Community, and Chapter 5: Affordable Housing and Job Analysis.

PLANNING AND POLICY CONTEXT
The Palo Alto Downtown Housing Plan aligns with Palo Alto’s Comprehensive Plan 2030 and its adopted Housing Element. The Comprehensive Plan designates downtown as a Regional Center with significant potential to integrate housing, employment, shopping, and transit in a pedestrian-oriented setting. The Housing Element prioritizes housing near transit and services and encourages redevelopment of underutilized public land.

Key policy goals are summarized in Chapter 3: Planning Context and Chapter 6: Regulatory Landscape for Housing.

Chapter 4 provides a detailed analysis of zoning districts and development standards in the downtown area, highlighting how current regulations affect development feasibility. It explores topics such as height restrictions, floor area ratios, use regulations, parking standards, and design challenges that hinder housing production. These challenges are summarized in Chapter 12, under Development Challenges, to provide a clear understanding of the limitations that can be modified to yield more housing.

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Chapter 5 details relevant local context, local policies, and programs that are unique to downtown Palo Alto and their applicability to the project area. The presence of City-owned land, underutilized properties, and other housing opportunity sites, proximity to high-quality transit, existing employment and commercial uses are identified opportunities that could facilitate housing production in the project area.

Chapter 6 presents an Equity Analysis that traces historical patterns of exclusion and their impacts on housing access today. It identifies disparities in income, poverty rates, access to services, and housing burdens across racial and demographic groups, guiding strategies to promote fair housing. The Downtown Housing Plan explicitly aims to further equity by creating opportunities for lower-income households in a high-opportunity neighborhood. This includes a strong focus on seniors, workforce, and historically marginalized groups.

Chapter 7 provides a profile of affordable housing and job market conditions in Palo Alto, connecting housing demand to employment centers. Since 2018, only 12% of permitted housing units in Palo Alto were affordable to low- or very low-income households, even though approximately 35% of local jobs pay wages that align with those affordability levels. This is below the RHNA targets for those income categories, which collectively represent over 40% of the City’s assigned housing need. Most new housing units permitted during this time were market-rate, including a high share of single-family homes and accessory dwelling units. In contrast, cities like Mountain View and Menlo Park have delivered a larger number of new units through multifamily developments located near transit and major arterials. Palo Alto has permitted fewer multifamily units and has not seen comparable levels of new housing construction.

Within the Downtown Housing Plan area, only seven new housing units have been added since 2013, and the total number of units has declined due to the conversion of the President Hotel back to hotel use.

The chapter also notes a growing mismatch between the City’s housing development patterns and the wages of its local workforce. Thirty-five precent of workers in Palo Alto earn wages that qualify them for very low- or low-income housing, yet most new housing caters to above-moderate-income earners. Many lower-wage workers employed in Palo Alto are commuting from increasingly distant locations, including Alameda, Contra Costa, and San Joaquin counties, suggesting a broader regional affordability challenge.

These findings contribute to the development opportunities outlined in Chapter 12, which highlight the potential for downtown to help address local and regional housing needs through zoning updates and more diverse housing types.

DOWNTOWN CHARACTER AND DEVELOPMENT PATTERNS
Chapter 8 explores the existing urban form and sense of place in downtown Palo Alto. It includes a block and figure-ground analysis, an overview of open space and parks, public realm features, and historic development patterns that have shaped downtown to its identity today.

MOBILITY AND CLIMATE RESILIENCE CONSIDERATIONS
There are a variety of mobility options available in the area including, but not limited to, Caltrain, buses, and local shuttles. The area features walkable blocks and Class II and Class III bike lanes. However, the safety and availability of active transportation options must be enhanced to support car-free living. The chapter also references State, regional, and local policies including Assembly Bill (AB) 2097 and its applicability to the downtown area. Refer to Chapter 9: Mobility and Interconnectivity Analysis for additional findings.

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Climate resilience is a guiding objective. While the plan area is not directly at risk from sea-level rise, flooding, or shallow groundwater due to its elevation, long-term resilience will depend on modernizing aging infrastructure and integrating climate-adaptive strategies. The area does experience moderate to severe urban heat island effects, which new development can mitigate through increased vegetation, green infrastructure, and energy-efficient building practices. Utility upgrades, water conservation measures, and shifts away from natural gas toward all-electric buildings are critical to meeting the goals outlined in the City’s Sustainability and Climate Action Plan. See Chapter 10: Resilience, Climate Adaptation, and Infrastructural Analysis.

COMMUNITY ENGAGEMENT
Public participation has been central to the Palo Alto Downtown Housing Plan process. Engagement efforts so far include:
• A community-wide survey with over 400 recorded responses; • Pop-up events at public parks and neighborhood centers; • A community open house event;
• Stakeholder roundtables with local businesses, nonprofits, and residents; and • Targeted workforce outreach with downtown service and hospitality workers.

Key takeaways from these engagements include widespread support for more affordable housing, concerns about parking loss and traffic, a desire for inclusive public spaces, and to preserve the area’s historic character. Participants emphasized the need for equitable access to housing, especially for workers, seniors, and people with disabilities. More details can be found in Chapter 11: Community Engagement Summary.

KEY THEMES AND SUMMARY OF OPPORTUNITIES AND CHALLENGES
Chapter 12 provides a synthesis of challenges and opportunities for housing development downtown, incorporating findings from land use, equity, mobility, and infrastructure analyses. Key findings and themes are summarized below.

Development Challenges
Several challenges that hinder housing production in Palo Alto’s downtown were identified. Foremost are zoning regulations that currently restrict building height, floor area ratios, and ground-floor use, particularly on key commercial corridors, Transfer of Development Rights (TDR), retail preservation requirements, and other challenges on rebuilding existing legal non-conforming floor area. These limitations make it difficult to design financially viable residential or mixed-use developments and may require targeted zoning updates or streamlined review processes to encourage investment.

Infrastructure limitations, including utility capacity and aging systems, may also constrain development in some areas. Addressing these gaps will be essential to support higher-density housing and maintain service reliability. Additionally, the presence of historic buildings and fragmented parcel ownership in parts of downtown complicates land assembly and redevelopment, potentially slowing the pace of change.

Parking remains a sensitive issue, and while the City aims to maintain and/or replace public parking, it will need to explore alternative parking strategies and manage competing demands carefully. Clarifying parking requirements under AB 2097 and aligning them with urban design goals will be critical.

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Development Opportunities
Downtown Palo Alto’s designation as a high-opportunity area—with excellent access to transit, jobs, retail, and community services—positions it well to advance fair housing objectives to support diverse, mixed-income communities. This is further reinforced by supportive policies at the local and regional levels, including the City’s Comprehensive Plan, Housing Element, and Priority Development Area designation by MTC/ABAG, which align with the goal of increasing housing supply in the area. Additionally, the presence of City-owned land, particularly the underutilized surface parking lots in the project area offer advantages such as lower land acquisition costs and greater control over development outcomes.

Community sentiment also reinforces these opportunities. Public engagement consistently revealed strong support for affordable and workforce housing in the downtown area. Residents and stakeholders expressed interest in promoting dense, mixed-use developments that complement the historic character while expanding housing options. Together, these factors create a favorable policy and social climate to reimagine downtown as a more inclusive and livable district.

Chapter 12 ultimately concludes that with targeted zoning reforms, investment in public infrastructure, and a clear strategy for leveraging publicly owned land, downtown Palo Alto can accommodate new higher-density housing while preserving its cultural character and meeting community needs.

CONCLUSION AND NEXT STEPS
The Community Assessment Report provides the groundwork for evaluating changes to development standards, infrastructure, and zoning in the downtown area. It identifies key development opportunities that can unlock much-needed housing in a high-opportunity location. The strong policy alignment, community engagement, and planning momentum is expected to create sustainable and equitable urban infill when implemented.

The next steps will include scenario planning to test alternative approaches to land use, zoning, and design. This process will help identify a preferred direction, which will then guide the development of targeted strategies, policies, and implementation tools. Continued technical analysis and community engagement will further refine the plan.

By leveraging its assets and addressing long-standing barriers to housing production, Palo Alto can deliver its vision for a more inclusive, connected, and climate-ready future for the downtown area.

For full findings, please refer to the complete Downtown Housing Plan Community Assessment Report.

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Figure 1: Downtown Housing Plan: Allowable FAR
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Figure 2: Downtown Housing Plan: Building Heights Maximum with Residential Buffer Item B
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ATTACHMENT B: DOWNTOWN HOUSING PLAN SITE DEVELOPMENT FEASIBILITY ANALYSIS As part of the effort to illustrate the impact of current development regulations and other site constraints on development potential, the project team selected three sites and evaluated them for their potential for future housing development at varying intensities. The site selection process included Housing Element Opportunity Sites as well as other public and privately-owned parcels downtown. These typical exemplar sites were selected based on a specified site selection criteria described below.

Site Selection Criteria
The objective was to exclude parcels with low likelihood of redevelopment. The identified constraints in this case were:
• Buildings with a historic designation;
• Parcels that were developed in the last twenty years; • Approved and under-construction development project-sites; and • City-owned parcels with parking garages.

The remaining parcels in the project area were evaluated using the following criteria to identify potential sites that can be tested:

1. Building-to-Land Value Ratio: compares a building’s improved assessed value to the land value.

Sites with low-value improvements are more likely to redevelop, whereas those parcels with high- value improvements tend to be less likely to redevelop. Parcels in the project area that have a building-to-land value ratio of less than or equal to 100% (building and site improvements have less value than the value of the land) were considered as “low value” with higher likelihood of redevelopment and therefore identified as “underutilized sites.”

2. Floor Area Ratio (FAR): measures the existing intensity of development on a property. Parcels that have a ratio of less than or equal to 0.30 floor area ratio (FAR) are considered underutilized. The predominant zoning district in the downtown area is CD-C allowing mixed-use development with a non-residential FAR of 1:1 and a residential FAR of 2:1 on a parcel. A parcel within the CD-C zone with an existing FAR of less than 0.3 is significantly underutilized relative to the permitted development intensity.

3. Parcel Size and Ownership: The other important criteria that affects development feasibility is parcel size and ownership. Developers contacted as a part of the stakeholder engagement efforts indicated that parcels of 0.5 acres or higher are more viable to develop, resulting in its addition as a criterion for site selection. Additionally, parcel ownership plays a crucial role in redevelopment potential. For the purpose of site selection, both City-ownership and contiguous private- ownership were considered. Contiguous private ownership enhances feasibility by reducing the need for site consolidation, enabling larger, more cohesive developments.

This systemic approach enabled the team to identify sites that have greater development potential given the existing constraints. The Opportunity Sites Map (Figure 1) contains sites considered for testing (red) based on the criteria discussed above. Of these sites shown in red, three sites were selected to represent a variety of contexts present within the project areas. The three sites tested are marked in blue to differentiate them from the other sites that were considered for testing based on the eligibility criteria.

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Site Development Feasibility Analysis
The sites tested, assumptions considered, massing, and the results of the process are listed below. The evaluation includes the limitations related to current development standards that hinder housing production in the project area.

1. Site 1: 318 University Avenue
318 University Avenue is a mid-block Housing Element opportunity site adjacent to another opportunity site, with higher chances of parcel assembly. One characteristic of the site is that vehicular access is restricted from University Avenue.
o Dimensions: 125 feet x 64 feet
o Lot Area: 8000 square feet (0.18 acre)
o Base District: CD-C (Downtown Commercial)
o Combining District: GF (Ground Floor) and P (Pedestrian Shopping) Development Feasibility Analysis – 318 University Avenue Scenario 1: CD-C (GF) (P)
designation
Scenario 2: Assuming Housing
Element Rezoning
Achievable Unit Count 10 17
FAR, Maximum Commercial: 1.0 Residential: 2.0
Residential: 1.0
Height Maximum 49 feet 44 feet
Usable Open Space/ unit 150 square feet/ unit (private) 150 square feet/ unit (private) Commercial Space 8000 square feet
Parking Required: 46 spaces Required: 25 spaces
Achieved: 10 spaces Achieved: 10 spaces

2. Site 2: 635 Waverley Street
635 Waverley Street is a mid-block site over 0.25 acres. It is also adjacent to the RM-40 district where special mixed-use and residential development standards apply. o Dimensions: 70 feet x 193 feet
o Lot Area: 13,500 square feet (0.31 acre)
o Base District: CD-C (Downtown Commercial)
o Combining District: P (Pedestrian Shopping)
Development Feasibility Analysis – 635 Waverley Street
Scenario 1: CD-C (P) Vertical
Mixed-Use
Scenario 2: CD-C (P)
Horizontal Mixed-Use
Achievable Unit Count 16 18
FAR, Maximum Commercial: 1.0 Commercial: 0.75
Residential: 1.0 Residential: 1.25
Height Maximum 49 feet Commercial: 43 feet
Residential: 45 feet
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Usable Open Space 2,400 square feet (common) 2,600 square feet (common) Commercial Space 13,500 square feet 10,200 square feet
Parking Required: 70 spaces Required: 58 spaces
Achieved: 15 spaces Achieved: 15 spaces

3. Site 3: 116, 136 Hamilton Avenue and 650 High Street The site including parcels on 116, 136 Hamilton and 650 High Street have common ownership facilitating parcel assembly and higher development feasibility. 650 High Street is a Housing Element opportunity site and is in relatively closer proximity to the Palo Alto Caltrain Station with a greater potential to test higher density and intensity. o Dimensions: 100 feet x 125 feet and 75 feet x 112.5 feet o Lot Area: 20,937 square feet (0.48 acre)
o Base District: CD-C (Downtown Commercial)
o Combining District: P (Pedestrian Shopping)
Development Feasibility Analysis – 116, 136 Hamilton Avenue and 650 High Street Scenario 1: Vertical
Mixed-Use
Scenario 2: Horizontal
Mixed-Use
Scenario 3: Hybrid
Achievable Unit Count 36 32 38
FAR, Maximum Commercial: 0.8 Commercial: 1.0 Commercial: 1.0 Residential: 1.25 Residential: 1.0 Residential: 1.25
Height Maximum 44 feet 44 feet Mixed-Use: 48 feet
Residential: 44 feet
Usable Open Space 9,925 square feet
(common)
6,500 square feet
(common)
7,100 square feet
(common)
Commercial Space 9,800 square feet 12,500 square feet 12,500 square feet Parking Required: 75 spaces Required: 82 spaces Required: 88 spaces Achieved: 23 spaces Achieved: 25 spaces Achieved: 25 spaces Figure 1: Downtown Housing Plan: Sites for Development Feasibility Analysis Item B
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Johnson
Park
Cogswell
Plaza
Williams
Park
El Camino
Park

PALO ALTO

STA TI ON

ALMA ST

TASSO ST

KIPLING ST

HIGH ST

EMERSON ST

RAMONA ST

BRYANT ST

WAVERLY ST

COWPER ST

WEBSTER ST

FOREST AVE

HAMILTON AVE

UNIVERSITY AVE

LYTTON AVE

EVERETT AVE

FLORENCE ST
PA Office
Center
Lytton
Plaza

0.5 MILE
City
Hall
0 250 500
Feet
Parks
Downtown Housing Plan Boundary
Housing Element Sites
Selected testing site
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City Council
Staff Report
From: City Manager
Report Type: INFORMATION REPORTS
Lead Department: Planning and Development Services
Meeting Date: June 16, 2025
Report #:2505-4698
TITLE
Rental Residential Vacancy Rate Determination for Properties Containing Three or More Dwelling Units for the First Half of 2025. CEQA: Not a Project, Pursuant to CEQA Guidelines Section 15378(b).

RECOMMENDATION
This is an informational report and City Council action is not required.

EXECUTIVE SUMMARY
This report transmits the reporting of the vacancy rates of properties containing three or more residential rental units for the first half of 2025. The vacancy rate was below the 3% threshold at 0.85% for the first half of 2025; therefore, applications to convert residential rental to ownership units via a subdivision process are not eligible for consideration.

BACKGROUND
Planning staff prepares the Residential Vacancy Rate Determination Report twice a year to meet the requirements of Palo Alto Municipal Code (PAMC) Section 21.40.040, Determination of Vacancy Rate and Surplus. Section 21.40.0401 states the following:

In April and November of each year, the director of planning and community environment shall determine from the city utility meter records the vacancy rate and the vacancy surplus, if any, within the city limits. New market-priced rental units available to the general public, for which a certificate of use and occupancy has been issued since the last vacancy survey, shall be added on a unit-for-unit basis either to reduce the vacancy deficiency or to increase the vacancy surplus.

All conversions involving a change in the type of ownership of three or more rental units are subject to the provisions of this chapter. PAMC Section 21.40.020 includes a definition of Vacancy surplus as the number of rental units being offered for rent or lease more than the 3% vacancy rate. Per PAMC Section 21.40.050, the City cannot accept tentative or preliminary parcel map applications for subdivisions created from conversions unless there is a vacancy 1Municipal Code Chapter 21.40: https://codelibrary.amlegal.com/codes/paloalto/latest/paloalto_ca/0-0-0-83254 Item C
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surplus of 3% or more as of the most recent determination.

The purpose of the regulations pursuant to PAMC Chapter 21.40 is to seek a reasonable balance of rental and ownership housing in the City in a variety of individual choices of tenure, type, price, and location of housing. The provisions are also intended to protect the supply of multi- family rental housing stock in the City for low- and moderate-income families, and to reduce and avoid displacement of tenants, particularly seniors and families.

ANALYSIS
The multifamily rental vacancy rate for the first half of 2025 was at 0.85%, representing the lowest vacancy rate in the past decade. Recent data from CoStar highlights a continuing decline in multifamily residential vacancy rates within the Palo Alto Sub-Market. According to CoStar, the multifamily residential vacancy rate in Palo Alto declined by 0.34% between November 2024 and April 2025, which is consistent with the City's residential rental vacancy rate analysis.2 Staff prepared this analysis per PAMC Section 21.40.040 using the City of Palo Alto’s utility meter records. These records reveal the total number of “active” multi-family apartments and allow staff to determine the percentage of “vacant” multi-family apartments. Utility accounts associated with three or more rental units were identified. The results, along with those for the last 10 years, can be found in Table 1.

Table 1: Average Annual Rental Vacancy Rates
Year Estimated
Housing Units3
Utility Accounts
Deemed Vacant
Estimated Vacancy
Rate (Average)4
2015 7,901 92 1.22%
2016 7,912 118 1.45%
2017 7,928 131 1.58%
2018 7,928 132 1.52%
2019 7,931 141 1.83%
2020 8,057 226 2.80%
2021 8,057 55 1.13%
2022 8,057 56 1.16%
2023 8,057 68 1.32%
2024 8,057 61 1.22%
2025 (1st half) 8,057 42 0.85%
2 Vacancy rate data was sourced from CoStar's Daily Vacancy Rate analytics for the Palo Alto Multi-Family Submarket. Data was accessed on May 9, 2025.
https://product.costar.com/Market/#/search/detail/submarket/USA/type/1/property/11/geography/7449/slice/al l/chartDetail/DailyVacancyRate
3 The U.S. Census Bureau Decennial Census 2010 data is used as a baseline for the total rental stock data in Palo Alto and changes (addition or demolition) to the total rental dwelling unit stock are tracked by staff biannually using the City of Palo Alto’s land use management system (Accela) to generate the vacancy rate. Staff expected to update the baseline with the release of the 2020 Decennial Census; however, the U.S. Census Bureau decided to discontinue the rental data point and staff will continue to use the original methodology. 4 This percentage is the number of utility accounts deemed “vacant” divided by the utility accounts sample size.

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Staff acknowledge there may be gaps and inconsistencies in this data methodology. Multifamily properties could have different types of utility accounts and for various reasons, not all accounts could be identified. Examples of data limitations include but are not limited to, addresses between databases may not match utility account addresses, there is not a one-to one relationship between estimated three or more rental housing units and three or more rental unit utility accounts, instances where a property has one utility meter or all meters are billed to the property manager/owner, and some units with legacy “inactive” accounts may be vacant or no longer available to rent altogether. Accordingly, the data included in this analysis represents staff’s best effort to address these discrepancies.

With the implementation of the new Rental Registry Program (RRP) in October 2024, staff has identified and included additional "three or more" rental properties in this report compared to the 2024 report. Staff analyzed the rental vacancy rate both with and without the inclusion of the newly added RRP rental units. The analysis showed a consistent reduction in the vacancy rate under both scenarios. Staff will continue to update and expand the list of qualifying properties in the second half of the 2025 reporting period, as the RRP continues to identify additional properties that meet the "three or more" rental unit threshold.

FISCAL/RESOURCE IMPACT
Planning staff prepares this report biannually and there are no resource impacts.

STAKEHOLDER ENGAGEMENT
This is an informational report for the City Council and does not require any stakeholder engagement.

ENVIRONMENTAL REVIEW
This project is exempt from environmental review under Section 15061 of the California Environmental Quality Act Guidelines.

ATTACHMENTS
None.

APPROVED BY:

Jonathan Lait, Planning and Development Services Director Item C
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Item No. 8. Page 1 of 1

City Council
Supplemental Report
From: Sandra Blanch, Human Resources Director
Meeting Date: June 16, 2025
Item Number: 8
Report #:2506-4841
TITLE
Adoption of Memoranda of Agreement with International Association of Fire Fighters (IAFF) Local 1319, Fire Chiefs Association (FCA), and Utilities Managers and Professionals Association of Palo Alto (UMPAPA) for Terms Ending June 30, 2028, and Adoption of the Updated Management and Professional Compensation Plan and Corresponding Salary Schedules; CEQA Status – Not a Project

RECOMMENDATION
This report provides supplemental information regarding a corrected attachment D. No Change to staff recommendation.

BACKGROUND
Attachment D the revised and updated Management and Professional Employees compensation plan had track changes errors resulting from a re-organization of the document to better streamline information. Certain paragraphs appeared as though they were deleted when they were just moved to more appropriate sections. This updated clean version of the agreement is the corrected and official version of the Management and Professional Employees compensation plan for adoption by Council.

This action does not change staff’s recommendation or the overall compensation or economic impact of adoption of this compensation plan.

ATTACHMENTS
Supplemental Attachment A: Staff Report Attachment D: Revised Management Compensation Plan 2025 (Clean)
APPROVED BY:

Sandra Blanch, Human Resources Director
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COMPENSATION PLAN
FOR

Management and Professional Personnel
And Council Appointees

Effective July 1, 2025, except where
specifically noted.

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2 SECTION I. COMPENSATION ................................................................................................................ 4 A. MANAGEMENT AND PROFESSIONAL COMPENSATION POLICY .............................................. 4 B. BASIC PLAN ELEMENTS ............................................................................................................ 4 C. GENERAL SALARY INCREASES .................................................................................................. 5 D. ANNUAL PERFORMANCE REVIEW AND MERIT INCREASES ..................................................... 5 E. CLASSIFICATION COMPENSATION REVIEW ............................................................................. 6 SECTION II. SPECIAL COMPENSATION ............................................................................................. 6 A. OVERTIME ................................................................................................................................ 6 F. WORKING ABOVE CLASSIFICATION PAY .................................................................................. 6 G. STAND-BY PAY ......................................................................................................................... 7 H. CALL OUT PAY .......................................................................................................................... 7 I. NIGHT SHIFT PREMIUM ........................................................................................................... 7 J. UNIFORM PURCHASE PLAN - SWORN POLICE, FIRE PERSONNEL, and OPEN SPACE PERSONNEL ...................................................................................................................................... 7 K. SAFETY DIFFERENTIALS ............................................................................................................ 8 SECTION III. BENEFIT PROGRAMS ..................................................................................................... 8 A. MEDICAL .................................................................................................................................. 8 B. RETIREE HEALTH PLAN ........................................................................................................... 10 C. DENTAL .................................................................................................................................. 11 D. LIFE INSURANCE ..................................................................................................................... 11 E. DEPENDENT CARE ASSISTANCE PROGRAM (DCAP) AND HEALTHCARE FLEXIBLE SPENDING ACCOUNT (HCFSA) ......................................................................................................................... 12 F. VISION .................................................................................................................................... 12 G. DEFERRED COMPENSATION .................................................................................................. 13 H. EMPLOYEE ASSISTANCE PROGRAM ....................................................................................... 13 I. COMMUTE INCENTIVES and PARKING ................................................................................... 13 J. LONG TERM DISABILITY INSURANCE ..................................................................................... 14 K. EXCESS BENEFIT ..................................................................................................................... 14 L. PROFESSIONAL DEVELOPMENT ............................................................................................. 15 M. MEAL ALLOWANCE ................................................................................................................ 15 IV. LEAVES .......................................................................................................................................... 16 A. SICK LEAVE ............................................................................................................................. 16 B. HOLIDAY ................................................................................................................................. 16 Item 8
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Compensation Plan 2025
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2 C. IN LIEU HOLIDAY PAY ............................................................................................................. 17 D. MANAGEMENT ANNUAL LEAVE ............................................................................................ 17 E. VACATION .............................................................................................................................. 18 F. BEREAVEMENT....................................................................................................................... 19 V. RETIREMENT .................................................................................................................................. 19 A. MISCELLANEOUS PENSION FORMULAS: ................................................................................ 19 B. SAFETY PENSION FORMULAS: ............................................................................................... 20 C. EMPLOYEE PERS SHARE. ........................................................................................................ 20 D. EMPLOYER SHARE .................................................................................................................. 21 E. AT-WILL STATUS .................................................................................................................... 21 F. HIRING PROVISIONS .............................................................................................................. 23 G. GRIEVANCES REGARDING COUNCIL APPOINTED OFFICERS .................................................. 23 Attachment B .................................................................................................................................................. 24 Item 8
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4 COMPENSATION PLAN FOR THE CITY OF PALO ALTO

Management and Professional Personnel
As used in this Plan, the term “Management and Professional” refers to employees within classifications listed in the Management and Professional Salary Schedule.

SECTION I. COMPENSATION

This section applies to all management and professional employees and does not include Council Members or Council- appointed officers. Each Council -appointed officer shall be the responsible decision-maker under this Plan for those employees in departments under their control.

A. MANAGEMENT AND PROFESSIONAL COMPENSATION POLICY

The City's policy for management and professional compensation is to establish and maintain a general structure based on marketplace norms and internal job alignment with broad compensation grades and ranges. Structures and ranges are reviewed and updated as necessary based on marketplace survey data, internal relationships, and City financial conditions.

Individual compensation adjustments will be considered by the Council-appointed officer based on (1) performance factors including achievement of predetermined objectives; (2) pay structure adjustments; and (3) City financial conditions.

B. BASIC PLAN ELEMENTS

1. Structure.

All management and professional classifications are assigned an appropriate pay range based on salary survey data and internal relationships. Actual salary within the range for individual employees is determined by experience and performance.

2. Compensation Adjustment Authorization.

Council-appointed officers are authorized to pay salaries in accordance with this plan to non - Council-appointed management and professional employees within the City Council authorized salary schedule.

The Council -appointed officers are authorized to establish such administrative rules as are necessary to implement the Management and Professional Salary Plan subject to the limitations of the approved compensation adjustment authorization and the approved salary schedule.

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5 C. GENERAL SALARY INCREASES

As part of the budget process and subject to Council approval, the City Manager may propose a compensation adjustment based on (1) competitive market data, (2) changes in internal position relationships, (3) the City's ability to pay, and (4) a recommendation received from the Human Resources Director.

Effective the first full pay period following July 1, 2025, salary ranges and salaries of all classifications will be increased by three percent (3.0%).

Effective the first full pay period following July 1, 2026, salary ranges and salaries of all classifications will be increased by three percent (3.0%).

Effective the first full pay period following July 1, 2027, salary ranges and salaries of all classifications will be increased by three percent (3.0%).

Effective the first pay period of January 2024 , all classifications received two hundred dollars ($200) monthly flexible compensation payment built into base hourly rate of pay.

D. ANNUAL PERFORMANCE REVIEW AND MERIT INCREASES

Individual base salary merit increases are earned and authorized in accordance with administrative practices based upon growth within the position, performance, and the City’s financial conditions . Merit pay adjustments are at the discretion of the Council -Appointed Officers and at amounts set on an annual basis during the fiscal year budget process.

Annually, performance appraisals will be conducted after the conclusion of the fiscal year for all employees who have been with the City for over one year . Employees in their first year as a Management and Professional employee with the City will receive their performance appraisal after 12 months.

These appraisals review performance over the prior fiscal year and provide goals and expectations for the new fiscal year. Performance plans are jointly prepared by the employee and supervisor with the concurrence of the department head or Council -appointed officer.

Progress toward meeting objectives shall be monitored periodically.

Management/professional employees who have received an overall rating of “meets expectations” or above on their annual review and who have not been on a performance improvement plan during the preceding fiscal year will be eligible for a Merit increase to base compensation, if applicable for that year. Recommended ratings will be provided to Department Heads, the Human Resources Department, and the appropriate Council-Appointed Officer for final review.

Nothing herein shall preclude an employee's manager from recommending a mid -point adjustment increase to an employee on a performance plan at a later date should employee's Item 8
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6 performance improve.

E. CLASSIFICATION COMPENSATION REVIEW

The City will periodically survey classifications to determine their competitive market placement.

The results of a total compensation study may indicate that a pay range be adjusted, or that no change takes place. Such adjustments may only affect the salary administration framework. No individual salaries will be automatically changed because of structural adjustments.

A department director may request that Human Resources reevaluate a classification(s) in their department based on significant and permanent changes in job content. In doing so the director will supply needed information and will provide a position description questionnaire as requested. The Human Resources director or designee will respond to such requests within their discretion. Individual employees are not eligible to request a classification compensation review.

Notwithstanding any other provision of this Compensation Plan, in the event a downward adjustment of a position grade assignment indicates a reduction in the established salary of an individual employee, the Council-appointed officer may, if circumstances warrant, continue the salary for such employee in an amount in excess of the revised grade limit for a reasonable period of time. Such interim salary rates shall be defined as "Y-rates." Employees in “Y-rated” positions shall not be eligible for any increase to base salary unless and until the amount of the “Y-rated” salary is equal to or less than the published pay rates. Employees assigned to work above class duties shall not be eligible for “Y-rated” pay on conclusion of a work above class assignment.

SECTION II. SPECIAL COMPENSATION

This section applies to all eligible regular management and professional positions including Council- Appointed Officers as applicable . Eligibility shall be in conformance with the Merit Rules and Regulations, Personnel Policies and Administrative guidance issued by the City Manager for the purposes of clarification and interpretation.

A. OVERTIME

Compensation for overtime work shall be in conformance with the Merit Rules and Regulations and Policies and Procedures.

F. WORKING ABOVE CLASSIFICATION PAY

Where employees, on a temporary basis, are assigned to perform all significant duties of a higher classification for a period of one month or more, the City Manager may authorize payment within the range of the higher classification for the specified time frame. All qualified and interested employees within a work group should be considered for the working above classification Item 8
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Compensation Plan 2025
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7 opportunity whenever feasible. Working above classification will not exceed six months, unless renewed at the discretion of the City Manager. On expiration of that timeframe, working above classification pay will cease and the employee will return to their former pay level. Working above classification pay is not to exceed 10% more than the employee’s current salary and shall be documented on a Personnel Action Form, with a description of the additional duties in the higher classification to be performed and an end date.

G. STAND-BY PAY

Employees eligible for overtime may be entitled to stand-by pay, approved by the City Manager on a case by case basis, in extreme circumstances involving unavailability of non -management staff.

Compensation is as follows:

Monday through Friday $40 per day
Saturday, Sunday, Holidays $58 per day

H. CALL OUT PAY

Effective pay period beginning February 26, 2011, Exempt management and professional classifications will be compensated for Call Out as outlined below with Management approval (and will not be eligible for overtime pay). Call Out applies when: (1) an employee previously left City premises, (2) is called back to the work location outside of regularly scheduled working hours, and (3) the Call Back is for an emergency arising out of situations involving real or potential loss of service, property or personal danger. Employees called back will be expected to respond directly to the location of the problem.

Compensation is per Call Out as reported on timecard and will be paid as follows:

Monday through Friday: $140 per day
Saturday and Sunday: $200 per day

I. NIGHT SHIFT PREMIUM

Night shift differential shall be paid at the rate of five percent (5%) to regular full -time employees who are regularly assigned to shift work between 6:00 p.m. and 8:00 a.m., or to employees who are temporarily assigned to work a full shift between 6:00 p.m. and 8:00 a.m.

J. UNIFORM PURCHASE PLAN - SWORN POLICE, FIRE PERSONNEL, and OPEN SPACE

PERSONNEL

Uniforms, including cleaning, will be provided with replacement provisions on an as-needed basis in conformance with department policy.

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8 K. SAFETY DIFFERENTIALS

1. Police Department - Personnel Development Program
Pursuant to administrative rules governing eligibility and qualification, one of the following differentials, whichever is higher, may be granted to sworn police personnel:

a) P.O.S.T. Intermediate Certificate: five percent (5%) above base salary b) P.O.S.T. Advanced Certificate: seven and a half (7.5%) above base salary

2. Fire Department - EMT Differential

Pursuant to administrative rules governing eligibility and qualification, the following differential may be granted to sworn Fire personnel:

A. EMT Differential: three percent (3%) above base salary

SECTION III. BENEFIT PROGRAMS

This section applies to all eligible regular management and professional positions including Council- Appointed Officers as applicable and including Council Members f or Section III A – I as applicable.

Eligibility shall be in conformance with the Merit Rules and Regulations, Personnel Policies and Administrative guidance issued by the City Manager for the purposes of clarification and interpretation.

A. MEDICAL

1. Effective Date of Coverage for New Employees

For newly hired regular employees coverage begins on the first day of the month following date of hire for the health plan, dental plan, vision care plan, long term disability and life insurance plans if these benefits are elected.

Dual coverage. When a City employee is married to or has a registered domestic partner with the California Secretary of State with another City employee, each shall be covered only once (as an individual or as a spouse of the other City employee, but not both) and dependent children, if any, shall be covered by only one spouse.

2. Active Employee Health Plan

a) During the term of this compensation plan, the maximum City contribution towards medical premiums for eligible full- time employees per category shall be up to a maximum of the Item 8
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Compensation Plan 2025
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9 following for any plan:

Medical Premium Category
(Coverage Level)
Maximum City Contribution Effective
July 1, 2025
Single (EE only)
$943
2- Party (EE +1)
$1,885
Family (EE + 2 or more)

$2,444

Effective January 1, 2027, the City will increase its maximum contribution to medical premiums by the following percentages:
• Employee only: 2%
• Employee plus one: 3%
• Employee family: 5%

Medical Premium Category Total Maximum City Contribution (inclusive of PEMHCA contribution*)
effective January 1, 2027
Employee only
Employee plus one
Employee family
$962
$1,942
$2,566

*The PEMHCA minimum changes per statutory determination. Any increases to the PEMHCA minimum during the term of this plan will result in a corresponding decrease to the amount of the additional City contribution, so that the total maximum City contribution never exceeds the amount listed in the “ Maximum City Contribution” columns above.

The City’s total maximum contribution towards medical premiums for eligible part time employees shall be prorated based on the number of hours per week the part-time employee is assigned to work.

b) Coverage For Domestic Partners
1) Domestic Partnership Registered with the California Secretary of State: Employees may add their domestic partner as a dependent to their elected health plan coverage if the domestic partnership is registered with the Secretary of State and will be eligible for the Alternative Medical Benefit Program in paragraph 3 below.

2) Domestic Partnership Not Registered with the California Secretary of State: Domestic partners who meet the requirements of the City of Palo Alto Declaration of Domestic Item 8
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10 Partnership, and are registered with the Human Resources Department, will be eligible for a stipend of up to two hundred and eighty four dollars ($284.00) per month toward the cost of an individual health plan. Evidence of premium payment will be required with request for reimbursement.

c) Alternative Medical Benefit Program

If a regular employee and/or the employee’s dependent(s) are eligible for and elect to receive medical insurance through another non- City of Palo Alto employer- sponsored or association medical plan, the employee may choose to waive their right to the City of Palo Alto’s medical insurance and receive cash payments in the amount of $284.00. Council Members are not eligible for the Alternative Medical Benefit Program.

Examples of waivers eligible for this payment are:
• Employee waives all applicable City medical coverage; or • Employee is eligible to enroll his or her spouse or register his or her domestic partner with the California Secretary of State and waives medical coverage for the spouse or domestic partner; or
• Employee has additional eligible dependents and waives family -level medical coverage.

Participation must result in a health insurance cost savings to the City and payments per employee shall not exceed a total of two hundred eighty four dollars ($284.00) per month. To participate in the program the employee and dependents must be eligible for coverage under PEMHCA medical plans, complete a waiver of medical coverage form, and provide proof of eligible alternative medical coverage. When a City employee is married to or has a registered domestic partner with the California Secretary of State w ith another City employee, each shall only be eligible once (as an individual or as a spouse of the other City employee, but not both) and not eligible for a waiver.

Payments will be made in the employee’s paycheck beginning the first month following the employee’s completion of the waiver form. Payments are subject to state and federal taxes and are not considered earnings under PERS law. Employees are responsible for notifying the City of any change in status affecting eligibility for this program (for example, life changes affecting dependent’s eligibility for medical coverage through the employee) and will be responsible for repayment of amounts paid by the City contrary to the te rms of this program due to the employee’s failure to notify the City of a change in status. Employees are required to annually submit waiver forms in order to continue to receive these payments. Failure to submit annual waiver may result in loss of this alternative medical benefit.

B. RETIREE HEALTH PLAN

a) Employees Hired Prior to January 1, 2004
Monthly City-paid premium contributions for a retiree-selected health plan through the CalPERS Health Benefits Program will be made as provided under the Public Employees” Item 8
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11 Medical and Hospital Care Act. The City’s monthly employer contribution for each employee retiring on or after January 1, 2007 and prior to March 31, 2011 shall be the amount necessary to pay for the cost of his or her enrollment in a health benefits plan up to the monthly premium for the second most expensive plan offered to management and professional personnel during the contract term (among the existing array of plans.) The City’s contribution for an employee hired before January 1, 2004 who retires on or after March 30, 2011 shall be the same contribution amount it makes from time to time for active City employees.

b) Employees Hired after January 1, 2004
For employees hired after January 1, 2004, the PERS law vesting schedule set forth in Government Code section 22893 will apply. Under that law, an employee is eligible for 50% of the specified employer health premium contribution after ten (10) years of service credit, provided at least five (5) of those years were performed at the City of Palo Alto. After ten (10) years of service credit, each additional service credit year increases the employer contribution percentage by 5% until, at 20 years’ service credit , the employee will be eligible upon retirement for 100% of the specified employer contribution and 90% of their dependent coverage. The City of Palo Alto’s health premium contribution for eligible employees shall be the minimum contribution set by PERS under section 22893 based on a weighted average of available health plan premiums.

c) On July 6, 2016 the City provided active employees who were hired before January 1, 2004 with a one -time opportunity to opt- in to retiree health benefits provided under California Government Code section 22893.

C. DENTAL
a) The City will maintain the present level of benefits on the City-sponsored dental program. The City provides a base dental plan for all eligible employees and dependents. Additionally, eligible employees will have the option to enroll in a dental “buy-up” plan.
b) The City shall pay all premium payments on behalf of employees and dependents who are eligible and enrolled for coverage under the base dental plan. Dependents will include domestic partners. Employees will be responsible for premium payments required to enroll in the “buy up” dental plan.

D. LIFE INSURANCE

a) Basic Life Insurance
The City shall provide a basic group term life insurance with Accidental Death and Dismemberment (AD&D) coverage, in an amount equal to the employee's annual basic pay (rounded to the next highest $1,000) at no -cost to the employee. AD&D pays an additional amount equal to the employee’s annual basic pay (rounded to the next highest $1,000).

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12 b) Supplemental Life And AD&D Insurance

An employee may, at their cost, purchase voluntary life insurance and voluntary AD&D coverage equal to one- or two-times their annual salary. The maximum amount of life insurance available to the employee is up to $500,000 and the maximum amount of AD&D coverage available is up to $500,000. Employee may, at their cost, purchase voluntary spousal and child life insurance.

E. DEPENDENT CARE ASSISTANCE PROGRAM (DCAP ) AND HEALTHCARE FLEXIBLE

SPENDING ACCOUNT (HCFSA)
The City shall continue to provide a Dependent Care Assistance Program (DCAP) and Medical Flexible Spending Accounts (FSA) for employees as permissible under Section 125 of the Internal Revenue Code. Calendar year limits are set by the IRS.

a) DCAP: The City will provide a dependent care assistance program for employees subject to the provisions of applicable law. Disputes regarding the administration of the plan shall be subject to the dispute resolution procedure provided by the plan document.

b) HCFSA: The City will provide healthcare flexible spending program for employees subject to the provision of applicable law. Disputes regarding the administration of the plan shall be subject to the dispute resolution procedure provided by the plan document.

F. VISION

a) The City provides a base vision plan for all eligible employees and dependents.

Additionally, eligible employees will have the option to enroll in a vision “buy -up” plan. The City shall pay all premium payments on behalf of employees and dependents who are eligible and enrolled in coverage under the base vision plan.

Employees will be responsible for premium payments required to enroll in the “buy up” vision plan. Dependents include domestic partners.

b) Benefits for regular part-time employees will be prorated as follows:

Employees hired after January 1, 2004, who will work less than full time, will receive prorated premium costs for vision benefits in accordance with their percentage of a full-time work schedule. Vision benefits for regular part -time employees hired or assigned to a part-time schedule will be prorated in accordance with their percentage of a full- time work schedule.

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13 G. DEFERRED COMPENSATION
The City will continue to provide a 457 Deferred Compensation Plan for employees to make pre or post tax contributions.

H. EMPLOYEE ASSISTANCE PROGRAM

The Employee Assistance Plan (EAP) provides employees with confidential personal counseling, work and family related issues, eldercare, substance abuse, etc. In addition, EAP programs provide a valuable tool for supervisors to refer troubled employees to professional outside help. This service staffed by experienced clinicians is available to employees and their dependents by calling a toll-free phone line 24 hours a day, seven days a week. Guidance is also available online.

I. COMMUTE INCENTIVES and PARKING

1. Civic Center Parking. Employees assigned to Civic Center and adjacent work locations. The City will provide a Civic Center Garage parking permit. Employees hired after June 30, 1994 may initially receive a parking permit for another downtown lot, subject to the availability of space at the Civic Center Garage.

2. Alternative Commute Incentives: Employees who qualify may voluntarily elect commute incentives, including but not limited to the following options, for those using an eligible commute alternative on 60% or more of their scheduled work days per month:

a) Public Transit, Parking and Vanpool. The City provides tax-free commute incentives up to the current IRS limit, as may be amended from time to time. Administration of this benefit shall be subject to the rules and regulations of the third- party administrator.

b) Go Pass. The Go Pass program will offer civic center and other downtown -based employees a Caltrans Go Pass that allows unlimited rides on Caltrain in all zones seven days per week, to any City of Palo Alto employee.

c) Bicycle. The City will provide employees with a tax -free incentive of $20 per month to eligible employees who ride a bicycle to work.

d) Carpool. The City will provide with a taxable incentive of $30 per month to each eligible employee in a carpool with two or more licensed drivers.

e) Walk. The City will provide employees with a taxable incentive of $20 per month to eligible employees who walk to work.

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14 J. LONG TERM DISABILITY INSURANCE

The City shall provide long term disability (LTD) insurance with a benefit of 2/3 monthly salary, up to a maximum benefit of $10,000 per month. The City shall pay the premium for the first $6,000 of base monthly salary. For employees whose base monthly salary exceeds $6,000, the employee shall pay the cost of the required premium based upon their monthly salary between $6,000 and $15,000.

K. EXCESS BENEFIT

This benefit is designed to meet the requirements of Section 125 of the Internal Revenue Code, with exception of Gym or Health Club Membership. Effective January 1, 2026, every calendar year, each employee will be provided with $ 3,000 that they can designate among the following options, subject to caps pursuant to IRS regulations:

a) Medical Flexible Spending Account (Medical FSA). Provides reimbursement for excess medical/dental/vision, or expenses that are incurred by employees and their dependents, subject to the provision of applicable law.

b)
Dependent Care Flexible Spending Account (Dependent Care FSA). Provides reimbursement for qualified dependent care expenses under the City's Dependent Care Assistance Program (DCAP), subject to the provision of applicable law.

c) Non-taxable Professional Development Spending Account. Provides reimbursement for Non-Taxable professional development expenses (e.g., job -related training and education, seminars, training manuals, etc.) to the extent they are not paid or reimbursed under any other plan of the City.

d) Gym or Health Club memberships. Provides reimbursement for annual or monthly memberships, including personal trainers. Reimbursement of this expense is taxable to the employee.

e) Deferred Compensation. Provides a one -time contribution to the employee’s City - sponsored 457 Deferred Compensation plan.

Amounts designated by employees to either the Medical FSA, Dependent Care FSA, Gym or Health Club Membership or Professional Development options are done so on a “use –it-or- lose-it” basis. This means that any amounts designated and not used by the end of the calendar year (or end of the extended grace period for the medical FSA) will be forfeited by the employee and returned to the plan.

Specified amounts under this benefit will be applied on a pro-rated basis for employees who are part-time or who are in a management or professional pay status for less than the full calendar year. Such benefits will be pro-rated in the first year of employment (based on hire date) but will not be pro-rated upon separation of employment.

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15 L. PROFESSIONAL DEVELOPMENT

The purpose of this program is to provide employees with resources to improve and supplement their job and professional skills. Reimbursement for authorized self - improvement activities may be granted each management and professional employee up to a maximum of five hundred dollars ($500) per fiscal year. A departmental training fund of one thousand dollars per employee ($1,000) will be established for subject matter, leadership or other training that the Department Director identifies as a need for employees within that Department.

The following items are eligible for reimbursement:

a) Civic and professional association memberships

b) Conference participation and travel expenses, which must occur within the compensation plan period.

c) Educational programs, books and videos, and tuition reimbursement designed to maintain or improve the employee's skills in performing their job or future job opportunities, should support the City’s mission or be necessary to meet the educational requirements for qualification for employment. Permissible educational expenses are refresher courses, courses dealing with current developments, academic or vocational courses, as well as the travel expenses associated with the courses as defined by the City’s travel expense report from the Policy & Procedures Manual Section 1-02 ASD.
d) Professional and trade journal subscriptions not to exceed 12 months.

Approval is at the discretion of department head and signature is required on reimbursement form.

Amounts under this professional development program will be pro -rated in the first year of employment or promotion into a position covered by this Compensation Plan

M. MEAL ALLOWANCE

Management and professional employees assigned to attend night meetings are eligible to receive reimbursement for up to $38.00 per dinner, or as otherwise defined in Policy 1-66/ASD.

This provision covers only receipted meals actually taken and submitted for reimbursement.

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16 IV. LEAVES

This section applies to all management and professional employees and does not include Council Members or Council-appointed officers.

A. SICK LEAVE

a) Sick leave shall be accrued bi-weekly provided the employee has been in a pay status for 50% or more of a bi -weekly pay period. Sick leave shall be accrued at the rate of

3.7 hours per bi -weekly pay period for those employees working a 40 -hour duty schedule. Those assigned work schedules which are greater or lesser than 40 hours will accrue sick leave at the ratio of their work schedule to 40 hours.

b) Employees may use up to thirty (30) hours of sick leave per calendar year for personal business. The scheduling of such leave is subject to the approval of the appropriate level of Management.

c) Employees leaving the municipal service shall forfeit all accumulated sick leave, except as otherwise provided by law or by Section 609 of the Merit Rules and Regulations. In the event that notice of resignation is given, sick leave may be used only through the day which was designated as the final day of work by such notice.

d) Sick leave may be used for illness in the immediate family, including a registered domestic partner or other individuals required by applicable law.

e) In accordance with the City Merit Rules and Regulations, a new employee may, if necessary, use up to 48 hours or shift equivalent of sick leave at any time during the first six (6) months of employment.

B. HOLIDAY

The following holidays are recognized as municipal holidays for pay purposes, and regular, employees shall have these days off with pay, except as otherwise provided in these rules:

January 1 Veterans' Day, November 11
Third Monday in January Thanksgiving Day
Third Monday in February Day after Thanksgiving Day
Last Monday in May December 25
July 4th
First Monday in September
Second Monday in October

In the event that any of the aforementioned days fall on a Sunday, the following Monday shall Item 8
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17 be considered a holiday. In the event that any of the aforementioned days falls on a Saturday, the preceding Friday shall be considered a holiday for pay purposes.

Winter Floater (formerly Either December24, or December 31) . Employees shall be excused with pay for a full work shift on a day mutually agreed to by the employee and their supervisor during the month of December. If employees are not excused pursuant to this provision, one shift of vacation credit will be added to their vacation accrual.

Floating Holiday – Days of historical significance. Employees will be provided one floating holiday each calendar year in acknowledgement of days of historical significance. The employee with prior approval from their supervisor can use this floating holiday at any time during the year. This holiday has no cash value and will expire if unused.

C. IN LIEU HOLIDAY PAY

Employees who work a schedule where a regular day off falls on a holiday will be paid for the hours they would have normally worked on that day. If the holiday falls on a non -workday for an exempt employee, the employee may, with supervisory approval, take another day off within the pay period or the following pay period.

D. MANAGEMENT ANNUAL LEAVE

a) Exempt Employees

Regular management and professional exempt employees will be credited with 80 hours of annual leave. This leave is granted in recognition of the extra hours Management and Professional employees work over their regular schedule. This leave may be taken as paid time off, added to vacation accrual (s ubject to vacation accrual limitations), taken as cash , or taken as deferred compensation. When time off is taken under this provision, 10 -hour shift workers will receive one shift off for each 8 hours charged; 24-hour shift workers will receive one-half (½) shift off for each 8 hours charged.

Entitlement under this provision will be reduced on a prorated basis for part -time status, or according to the number of months in paid status during the year; employees who have used more than the pro-rated share at the time they leave City service shall be required to repay the balance or have it deducted from their final check. Unused balances as of the end of the year will be paid in cash unless a different option as indicated above is elected by the employee.

Council appointed Officers can, at their discretion, award additional management annual leave to employees. Award of additional leave is intended to acknowledge and recognize excellent performance and/or longevity in alignment with the annual merit cycle.

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18 E. VACATION

Vacation is accrued when an employee is in pay status and is credited on a bi- weekly basis.

Total vacation accrual may not exceed three (3) times the annual rate of accrual. Each eligible employee shall accrue vacation at the following rate for continuous service performed in pay status:

a) Less than nine (9) years. For employees completing less than nine (9) years continuous service: 120 hours vacation leave per year; provided that:

i. The City Manager is authorized to adjust department head annual vacation accrual to provide for a maximum of 160 hours for those hired between July 1, 1996 and June 30, 2001; and

ii. The City manager is authorized to adjust the annual vacation accrual of employees hired on or after July 1, 2001, to provide up to 40 additional hours (i.e., to a maximum annual accrual of 160 hours) for service with a prior employer.

b) Nine (9), but less than fourteen (14) years. For employees completing nine (9), but not more than fourteen (14) years continuous service; 160 hours vacation per year.

c) Fourteen (14), but less than nineteen (19) years. For employees completing fourteen (14), but not more than nineteen (19) years continuous service; 180 hours vacation leave per year.

d) Nineteen (19) or more years. For employees completing nineteen (19) or more years continuous service; 200 hours vacation leave per year.

e) Employees are eligible to cash out vacation accrual balances in excess of eighty ( 80) hours. An employee may cash out a minimum of eight (8) hours to a maximum of one hundred twenty ( 120) hours of accrued vacation provided the employee has taken eighty (80) vacation hours in the previous twelve ( 12) months and has followed the election procedures set forth in this section.

Employees must elect the number of vacation hours they will cash- out during the next calendar year, up to the maximum of one hundred twenty ( 120) hours. For the following calendar year, employees will make their election for vacation hours to cash out during the annual Benefit Open Enrollment period. The election will apply only to vacation hours accrued in the next calendar year and that are eligible for cash-out.

The election to cash -out vacation hours in each designated year will be irrevocable.

This means that employees who elect to cash -out vacation hours must cash-out the number of accrued hours pre-designates on the election form.

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19 Employees who do not elect a cash -out amount during the annual Benefit Open Enrollment period of the prior calendar year waive the right to cash out any leave in the following tax year.

Employees who elect cash -out amounts may request a cash -out at any time in the designated tax year by submitting a cash- out form to payroll. Payroll will complete the cash-out upon request, provided the requested cash-out amount has accrued and is consiste nt with the amount the employee pre -designated. If the full amount of hours designated for cash- out is not available at the time of cash -out request, the maximum available will be paid. For employees who have not requested cash-out of the elected amount by November 1 of each year, Payroll will automatically cash-out the elected amount in a paycheck issued on or after the payroll date including November 1.

F. BEREAVEMENT

Leave of absence with pay of three (3) days may be granted an employee by the head of their department in the event of death in the employee’s family, which is defined for purposes of this section as wife, husband, son, son-in-law, step-son, daughter, daughter-in- law, step-daughter, mother, mother-in-law, father, father-in-law, brother, brother-in-law, sister, sister-in-law, grandmother, grandmother-in-law, grandfather, grandfather-in-law, grandchild, aunt, uncle, niece, nephew, registered domestic partner, or a close relative residing in the household of employee. Such leave shall be at full pay and shall not be charged against the employee’s accrued vacation or sick leave. Employees may supplement paid bereavement leave with accrued leave (including vacation or sick leave) or unpaid leave to reach a total of five (5) workdays of time off per incident of bereavement. Requests for leave in excess of five (5) days shall be subject to the approval of a Council-Appointed Officer for employees under their control.

Use of accrued leave credits during leaves of absence. During unpaid leaves of absence for disability or other reasons, the employee may elect and the City may require the employee to use accrued paid vacation and sick leave in a manner consistent with state and federal law. Requests for leaves without pay shall not be unreasonably denied. In order to avoid misunderstandings, all leaves without pay must be in writing to be effective.

V. RETIREMENT
A. MISCELLANEOUS PENSION FORMULAS:
a) Miscellaneous Pension Group A: 2.7% at 55. The City provides retirement benefits under the California Public Employees Retirement System at the level of 2.7% at age 55 for employees hired before July 17, 2010, with a one year final compensation period.

b) Miscellaneous Pension Group B: 2% at 60. For miscellaneous employees hired on or after Item 8
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20 July 17, 2010, and before January 1, 2013, and employees hired on or after January 1, 2013 who are not “new members” of CalPERS as defined in the Public Employees’ Pension Reform Act (often referred to as “Classic” CalPERS members)the City offers the CalPERS retirement formula two percent (2.0%) of final salary at age si xty (60), with a one (1) year final compensation period.

c) Miscellaneous Pension Group C: 2% at 62. Employees hired on or after January 1, 2013 meeting the definition of “new member” under the Public Employees’ Pension Reform Act (Gov’t. Code s. 7522 et seq.) shall be subject to all of the provisions of that law, including but not limited to the two percent at age 62 (2%@62) retirement formula with a three (3) year final compensation period.

B. SAFETY PENSION FORMULAS:

a) Safety Pension Group A: 3% at 50. For Safety members, the City currently offers the CalPERS "3% at 50" full formula (Section 21362.2) benefit, with a one (1) year final compensation period.

b) Safety Pension Group B: 3% at 55. Local Fire Safety members newly hired after June 8, 2012 will be placed in the 3%@55 formula. As soon as administratively possible, the City intends to modify the Local Police Safety formula for new hires to 3%@55 formula.

c) Safety Pension Group C: New employees hired on or after January 1, 2013 who are “new members” as defined by the California Public Employees’ Pension Reform Act (PEPRA), will be subject to the terms of that statute, with a three (3) year final compensation period.

C. EMPLOYEE PERS SHARE.

a) Miscellaneous Employee Shares:
• Employees in Miscellaneous Pension Group A shall pay the full eight percent (8%) employee contribution.
• Employees in Miscellaneous Pension Group B shall pay the full seven percent (7%) employee contribution.
• Employees in Miscellaneous Pension Group C shall pay the employee contribution required by the Public Employees Pension Reform Act, calculated at fifty percent (50%) of the normal cost.

b) Safety Employee Shares:
a. Employees in Safety Pension Group A shall pay the full nine percent (9%) PERS employee contribution.
b. Employees in Safety Pension Group B shall pay the full eight percent (9%) PERS employee contribution.
c. Employees in Safety Pension Group C shall pay the employee contribution Item 8
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21 required by the Public Employees Pension Reform Act, calculated at fifty percent (50%) of the normal cost.

D. EMPLOYER SHARE

a) Miscellaneous (Non-Safety) Management and Professional:

As soon as administratively possible, but no sooner than pay period including July 1, 2017 each Miscellaneous (non-Safety) Management and Professional employee shall pay one- half percent (0.5%) of their salary toward the employer cost of retirement in accordance with Section 20516 of the California Government Code.

Effective the first full pay period including July 1, 2018, each Miscellaneous (non -Safety) Management and Professional employee shall pay an additional one -half percent (0.5%) of their salary toward the employer cost of retirement in accordance with Section 20516 of the California Government Code.

This will result in Miscellaneous (non -Safety) Management and Professional employees paying a total of one (1) percent of the employer share in addition to their employee contribution.

b) Safety Management:

As soon as administratively possible, but no sooner than pay period including July 1, 2017 each Safety Management employee shall pay one and one-half percent (1.5%) of their salary toward the employer cost of retirement in accordance with Section 20516 of the California Government Code.

Effective the first full pay period including July 1, 2018, each Safety Management employee shall pay an additional one and one-half percent (1.5%) of their salary toward the employer cost of retirement in accordance with Section 20516 of the California Government Code.

This will result in Safety Management employees paying a total of three (3) percent of the employer share in addition to their employee contribution.

E. AT-WILL STATUS

Certain Management and Professional Positions are designated as having “at -will” employment status. Employees hired into “at-will” positions shall have no constitutionally protected property or other interest in their employment with the City. Notwithstanding any provision in the Merit System Rules and Regulations or any other City rule, policy or procedure, at-will employees have no right to continued employment or pre-or post-disciplinary due process and work at the will and pleasure of the hiring authority (City Council, City Manager or Council -Appointed Officer). Work for an at -will employee may be eliminated and/or the employee may be terminated, or asked to resign, at any time, with or without cause, upon notice to that employee, and the employee may resign at any Item 8
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22 time upon written notice to the hiring authority.

a) At-will Management & Professional positions.

Department heads hired after July 1, 2004 and prior to the date of adoption of this plan were hired as at -will employees whose terms of employment are specified by an employment contract that includes a severance package.

Effective July 1, 2012 , new employees hired or promoted to department head, assistant department director, and all other positions listed on Attachment B shall be at -will employees.

At-will employees who are terminated or asked to resign shall, upon execution of a release of all claims against the City, be eligible for a severance payment equivalent to four (4) weeks of salary and benefits, increasing after completion of the first full year of service by one (1) week for every completed year of service, up to a maximum of 12 weeks. For example, an at-will employee who has completed six (6) years of service would be eligible to receive ten (10) weeks of severance (4 weeks plus 1 week for each year of service). No severance shall be paid if the employee is terminated for serious misconduct involving ab use of their office or position, including but not limited to waste, fraud, violation of the law under color of authority, misappropriation of public resources, violence, harassment or discrimination. If the employee is later convicted of a crime involving such abuse of their position the employee shall fully reimburse the City as set forth in Government Code section 53243.3.

b) Provisional employees.

The City has created a program for Provisional employment when funding is available. The program’s purpose is to create limited duration senior management level work for the City Manager’s Office or as designated by the City Manager. A Provisional Employee will be an “at will” employee whose term of employment shall be no more than two (2) years. A Provisional Employee shall be exempt and not eligible to earn overtime. A Provisional Employee will receive limited benefits as specified in an Employment Agreement.

c) Management and Legal Fellows.

The City has created programs for Management Fellows and Legal Fellows when funding is available. The programs’ purpose is to create limited duration entry level positions for management graduates and lawyers. Fellows will be “at will” employees whose term of employment shall be no more than two (2) years. Fellows shall be PERS exempt to the extent allowed by law, but may receive vacation, sick leave, health care benefits and other limited benefits, as determined by the City Manager or City Attorney. Sectio ns I and II of this Plan shall not apply to Management and Legal Fellows, except as specified by the City Manager or City Attorney.

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23 F. HIRING PROVISIONS

a) Reimbursement For Relocation Expense

The City of Palo Alto, in rare instances, may provide a Basic Relocation Benefits Package for new management and professional employees, upon the approval of the City Manager or designated subordinate. In addition, the provision of “Optional Benefits” or portions thereof, may be extended for exceptional circumstances and only the approval of the City Manager or designee, or for Council-appointed officers, the City Council.

The details of the Relocation Expense program are specified in the City’s Relocation Expense policy and all relocation reimbursements shall be subject to the provisions of that policy.

b) Hiring Incentive

Council Appointed Officers may authorize a hiring incentive for critical Management and Professional personnel vacancies. Hiring incentives must be funded through department salary savings.

G. GRIEVANCES REGARDING COUNCIL APPOINTED OFFICERS

Notwithstanding the grievance procedures provided in Chapter 11 of the City of Palo Alto’s Merit System Rules and Regulations, any Management and Professional employee who is supervised by a Council Appointed Officer and has a grievance against that Counci l Appointed Officer or regarding the conduct of that Council Appointed Officer shall, following an attempt to resolve the grievance pursuant to Step One (informal discussion), summarize the grievance regarding the Council Appointed Officer in writing and s ubmit it to the Director of Human Resources for review and resolution using the methods they consider appropriate.

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24 Attachment B

At-Will Positions Management and Professional Unit

The intent of this provision under the Management/Professional Compensation Plan is to designate classifications at the department head, assistant director, deputy director, division manager and senior professional levels as at -will. The applicable Council Appointed Officer may designate newly created positions at those levels not included on this list as at- will. Existing classifications that shall be at-will include but are not limited to:

Department Heads- All departments
Assistant Directors- All departments
Deputy Directors- All departments
Division Managers - All departments

Administrative Services
Director, Administrative Services/Chief Financial Officer Director, Office of Management & Budget
Assistant Director, Administrative Services
Division Managers such as:

Budget Manager; Finance Manager; Chief
Procurement Officer; Manager, Real
Property; Treasury Manager; Principal
Analyst; Revenue Collections Manager

City Attorney
Chief Assistant City Attorney
Assistant City Attorney
Deputy City Attorney
Legal Fellow

City Clerk
Assistant City Clerk
Deputy City Clerk

City Manager
Assistant City Manager
Chief Operating Officer
Deputy City Manager
Assistant to the City Manager
Assistant to City Manager
Chief Communications Officer
Communications Manager
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25 Chief Transportation Official
Manager Economic Development
Management Fellow

Community Services
Director, Community Services
Assistant Director, Community Services
Manager, Community Services
Manager, Community Services Program Senior

Human Resources
Director of Human Resources/Chief People Officer
Assistant Director, Human Resources
Human Resources Manager
Senior Administrator Human Resources

IT
Director, IT/Chief Information Officer
Manager, Information Technology

Library
Director, Libraries
Assistant Director, Library Services
Division Head, Collection & Technical Services
Manager, Library Services

Planning & Development Services
Director, Planning & Development Services
Assistant Director, Planning & Development Services
Planning Manager Division Manager,
Chief Planning Official
Development Services Director
Chief Building Official
Assistant Building Official
Planning Manager

Public Safety
Chief of Police/Director of Public Safety
Fire Chief /Assistant Public Safety Director
Assistant Police Chief
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26 Emergency Services Director
Deputy Director – Technical Services Division (police department) Deputy Fire Chief

Public Works
Director, Public Works/City Engineer
Assistant Director, Public Works – Environmental Services Assistant Director, Public Works – Public Services
Assistant Director, Public Works – Engineering
Manager, Airport
Manager, Fleet
Water Quality Control Plant Manager

Utilities
Director, Utilities
Chief Operating Officer

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Item No. 23. Page 1 of 3
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City Council
Supplemental Report A
From: Lauren Lai, Administrative Services Director
Meeting Date: June 16, 2025
Item Number: 23
Report #:2506-4822
TITLE
PUBLIC HEARING: Presentation on Status of Vacancies and Recruitment and Retention Efforts and Adoption of Budget Ordinance for Fiscal Year 2026, Including the Operating and Capital Budgets and Municipal Fee Schedule; Adoption of a Resolution determining the Appropriations Limit for Fiscal Year 2026; Vacancies and Recruitment Update (AB2561 Compliance); and Approval of FY 2026 Non-Profit Workplan Phase I Awards as Recommended by the Policy & Services Committee; and Adoption of a Resolution to Extend and Amend the Development Services Reserve Fund Policy; CEQA Status – Not a Project

RECOMMENDATION
This supplemental report amends the agenda title, staff recommendation, and report attachments to Item #23 on the City Council June 16, 2025 agenda to include the adoption of a resolution to extend and amend the Development Services Reserve Fund Policy. The below redlines reflect the recommended changes:

Title Amendment:

Adoption of Budget Ordinance for Fiscal Year 2026, Including the Operating and Capital Budgets and Municipal Fee Schedule; Adoption of a Resolution determining the Appropriations Limit for Fiscal Year 2026; Vacancies and Recruitment Update (AB2561 Compliance); and Approval of FY 2026 Non-Profit Workplan Phase I Awards as Recommended by the Policy & Services Committee; and Adoption of a Resolution to Extend and Amend the Development Services Reserve Fund Policy; CEQA Status – Not a Project
Recommendation Amendments:

The Finance Committee and Staff recommend that the City Council hold a public hearing to:

1. Adopt the Fiscal Year 2026 Budget Ordinance (Attachment A), which includes:
a. City Manager’s Fiscal Year 2026 Proposed Operating and Capital Budgets, previously distributed at the May 5 City Council Meeting (Attachment A, Exhibit 1) b. Amendments to the City Manager’s Fiscal Year 2026 Proposed Operating Budget (Attachment A, Exhibit 2)
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Item No. 23. Page 2 of 3
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c. Amendments to the City Manager’s Fiscal Year 2026 Proposed Capital Budget (Attachment A, Exhibit 3)
d. Fiscal Year 2026 City Table of Organization (Attachment A, Exhibit 4) e. Fiscal Year 2026 Municipal Fee Changes (Attachment A, Exhibit 5) f. Planning and Development Services Cost of Service Study and Municipal Fee Adjustments (Attachment A, Exhibit 6)
g. Citywide Cost of Services Study and Municipal Fee Adjustments (Attachment A, Exhibit 7)

2. Accept the Fiscal Year 2026 – 2030 Capital Improvement Plan

3. Adopt a Resolution determining the Appropriations Limit for Fiscal Year 2026 (Attachment B)

4. Comply with Assembly Bill 2561 / Government Code § 3502.3Receive information regarding vacancies and recruitment efforts as required by Assembly Bill 2561/Government Code section 3502 (Attachment D).

5. Approval of FY 2026 Non-Profit Workplan Phase I Awards (To be released as a supplemental memorandum after the June 4, 2025 Policy & Services Committee.)

6. Adopt a Resolution to Extend and Amend the Development Services Reserve Fund (DSRF) Policy Resolution of the Council of the City Palo Alto to Extend and Amend the Development Services Reserve Fund Policy, previously adopted by Resolution No. 10142

BACKGROUND
In November 2017, the City council established the Development Services Reserve Fund through a 5% surcharge intended to ensure financial stability to address unexpected budget shortfalls. The target of the reserve is equal to three months of average recurring operating costs. Reserve funds were expended in FY 2020 and FY 2021 to cover pandemic-related operating losses and to maintain continuity of services.

In January 2024, the City Council adopted Resolution No. 10142 to extend and amend the Development Services Reserve Fund Policy. The amended policy continued the City’s practice of maintaining a dedicated reserve for the Planning and Development Services Department through FY 2025.

As part of the Fiscal Year 2026 budget process, the City completed a new Cost of Services Study for the Planning and Development Services Department. The proposed FY 2026 Fee Schedule, which is being brought to Council on June 16, 2025, as part of this agenda item #23, assumes continuation of the 5% surcharge and the ongoing application of the DSRF policy. Therefore, the resolution is recommended to be updated to extend the reserve policy through FY 2034 to align with the expected timeline for the next Cost of Services Study. This was mistakenly not included in the original item materials.

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Item No. 23. Page 3 of 3
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ATTACHMENTS
Supplemental Attachment A: Resolution to Extend and Amend the Development Services Reserve Fund (DSRF) Policy Previously Adopted by Ordinance No 10142 APPROVED BY:

Lauren Lai, Administrative Services Director
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*NOT YET APPROVED*
1 0160175_20250603_ay16

Resolution No. _____
Resolution of the Council of the City of Palo Alto to Extend and Amend the Development Services Reserve Fund Policy Previously Adopted by Resolution No. 10142

R E C I T A L S

A . On November 13, 2017, the City Council adopted Ordinance No. 5420 to adjust Development Services Department fees and approve a FY 2018 Development Services Department Reserve Fund Policy.

B . The Development Services Department Reserve Fund Policy was based on a fee study regarding best practices and assumed that the Reserve Fund would be fully funded by FY 2022.

C . Reserve funds were expended in FY 2020 and FY 2021 to cover pandemic-related departmental operating losses and maintain continuity of service.

D. As a result of this use of reserve funds, in January 2024, the City Council adopted Resolution No. 10142 to Extend and Amend the Reserve Policy adopted by Ordinance No. 5420.

The Reserve Policy was extended through FY 2025 and applied to service fees charged by the Planning and Development Services Department.

E . The Planning and Development Services Department has prepared a new cost of services study with updated service fees for FY 2026. The Department seeks to apply the reserve policy to these fees and extend the policy through FY 2034, when a new cost of services study is expected to be implemented.

NOW, THEREFORE, the Council of the City of Palo Alto RESOLVES as follows:

SECTION 1. The Council of the City of Palo Alto adopts the Planning and Development Services Department Reserve Fund Policy, as set forth in Exhibit “1” and incorporated herein by reference. This policy replaces the policy adopted by Resolution No. 10142.

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Item 23
​​Supplemental A
Attachment A - ​
Resolution to Extend and
Amend the Development
Services Reserve Fund
(DSRF) Policy Previously
Adopted by Ordinance No
10142

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*NOT YET APPROVED*
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SECTION 2. The Council finds that the adoption of this resolution does not meet the definition of a project under Public Resources Code Section 21065, thus, no environmental assessment under the California Environmental Quality Act is required.

INTRODUCED AND PASSED:

AYES:

NOES:

ABSENT:

ABSTENTIONS:

ATTEST:

__________________________ _____________________________ City Clerk Mayor

APPROVED AS TO FORM: APPROVED:

__________________________ _____________________________ Assistant City Attorney City Manager

_____________________________
Director of Planning and
Development Services
Item 23
​​Supplemental A
Attachment A - ​
Resolution to Extend and
Amend the Development
Services Reserve Fund
(DSRF) Policy Previously
Adopted by Ordinance No
10142

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EXHIBIT 1
Planning and Development Services Department
Reserve Fund Policy

Section 1. Purpose
The purpose of the Planning and Development Services Department Reserve Fund (PPDSDRF) is to build and maintain an adequate level of unrestricted funds available to cover any unforeseen shortfalls that arise outside of the regular budget planning process, as well as one- time, nonrecurring expenses that will build long-term capacity. The fund may not be used to create or hire new full time benefited positions. The department intends for the operating reserve to be used and replenished within a reasonable period of time. This policy will be implemented in conjunction with the other financial policies of the City and is intended to support the goals and strategies contained in those related policies and in strategic and operational plans. This Policy shall be re-evaluated periodically, but no later than the implementation of a new Cost of Services Study or by FY 2034, whichever occurs first.

Section 2. Definitions and Goals
The PDSDRF is a designated fund set aside by action of the City Council. The target of the PDSDRF is equal to three (3) months of average recurring operating costs; with a range of 23 (minimum) to 27 (maximum) percent with a target of 25 percent of average recurring operating cost.

The PDSDRF is dynamic and will be reviewed and adjusted in response to internal and external changes. In addition to calculating the actual reserve at the fiscal year-end, the reserve fund minimum, target and maximum can be adjusted by the Council as necessary each year during the annual budget development process. These reserves will be reported to the Finance Committee and City Council.

Section 3. Funding of Reserves
The PDSDRF will be funded by a five (5) percent increase to all Planning and Development Services Department fees as listed in the City’s Municipal Fee Schedule beginning in Fiscal Year 2026, upon City Council approval.

Section 4. Accounting for Reserves
The PDSDRF will be recorded in the City’s accounting system and financial statements titled as the Planning and Development Services Department Reserve Fund. The PDSDRF will be maintained in accordance with the City’s investment policy.

Section 5. Authority to Use the PDSDRF
Authority to use the PDSDRF will remain with the City Council. The City Manager will submit a request to use the PDSDRF to the City Council. The Director of Planning and Development Services Department will prepare the report identifying the need for access to the PDSDRF and confirm that the use is consistent with the purpose of the reserves as described in this policy.

Item 23
​​Supplemental A
Attachment A - ​
Resolution to Extend and
Amend the Development
Services Reserve Fund
(DSRF) Policy Previously
Adopted by Ordinance No
10142

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Determination of need requires analysis of the sufficiency of the current level of reserve funds, the availability of any other sources of funds before using reserves.

Section 6. Fee or Rate Stabilization
PDSDRF may be added to the Planning and Development Services Department revenue projections by action of the City Council and held to manage the trajectory of future year rate increases.

Section 7. Reappropriation of PDSDRF
At the end of each fiscal year the PDSDRF will be reappropriated to the following fiscal year in accordance with Palo Alto Municipal Code Section 2.28.090.

Section 8. Relationship to Other Policies
The City Manager maintains City Council approved policies, which may contain provisions that affect the creation, sufficiency, and management of the PDSDRF. It will be the responsibility of the City Manager and Director of Administrative Services Officer to notify the Director of Planning and Development Services if changes to city-wide policies impact the PDSDRF. These policies may be City Council approved policies such as the Investment Policy or administrative policies within the confines of the Municipal Code.

Section 9. Reporting, Monitoring and Review of Policy
The Director of Planning and Development Services is responsible for ensuring that the PDSDRF is maintained and used only as described in this policy. Upon approval of the use of PDSDRF, the Director of Planning and Development Services and the Director of Administrative Services will maintain records of the use of funds and plan for replenishment. Staff will provide reports to the City Council within the annual budget process, or sooner if warranted by internal or external events.

Item 23
​​Supplemental A
Attachment A - ​
Resolution to Extend and
Amend the Development
Services Reserve Fund
(DSRF) Policy Previously
Adopted by Ordinance No
10142

Item 23: Staff Report
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Item No. 23. Page 1 of 3

City Council
Supplemental Report B
From: Ed Shikada, City Manager’s Office
Meeting Date: June 16, 2025
Item Number: 23
Report #:2506-4776
TITLE
PUBLIC HEARING: Presentation on Status of Vacancies and Recruitment and Retention Efforts and Adoption of Budget Ordinance for Fiscal Year 2026, Including the Operating and Capital Budgets and Municipal Fee Schedule; Adoption of a Resolution determining the Appropriations Limit for Fiscal Year 2026; Vacancies and Recruitment Update (AB2561 Compliance); and Approval of FY 2026 Non-Profit Workplan Phase I Awards as Recommended by the Policy & Services Committee; and Adoption of a Resolution to Extend and Amend the Development Services Reserve Fund Policy; CEQA Status – Not a Project

RECOMMENDATION
The Policy and Services Committee and staff recommend that the City Council approve awards for the FY 2026 Nonprofit Partnership Workplan Phase I.

BACKGROUND/ANALYSIS
On June 4, 2025, the Policy and Services Committee (P&S) reviewed the Nonprofit Partnership Workplan Phase I proposals. A total of 22 proposals were considered, requesting a combined $819,089 in FY 2026 funding. In response to the Finance Committee’s request, the Policy and Services Committee gave particular consideration to previously funded nonprofits: UNAFF, Youth Community Service, Youth Connect (formerly known as Youth Connectedness Initiative (YCI)), Environmental Volunteers, Magical Bridge, and 3rd Thursday (via the Palo Alto Chamber of Commerce). A funding target budget of $396,000 was recommended for Phase I; however, the final funding amount would be determined be the full City Council. This memo transmits the results of the P&S Committee’s discussion and recommendations.

Palo Alto Museum Proposal
Subsequent to the Policy and Services Committee deliberations and recommendations, staff was contacted by the Palo Alto Museum (formerly Palo Alto History Museum) and realized that a proposal had been received from the Museum and inadvertently omitted from the evaluation. The organization submitted a proposal seeking $55,000 within the application Item 23
Item 23 Supplemental
Report B

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Item No. 23. Page 2 of 3
timeframe. The proposal is included in Attachment B for the City Council’s review and consideration. However, staff is not recommending that the Palo Alto Museum be considered for FY 2026 funding at this time due to the significant City investments made to date and additional funding included in the FY 2026 Proposed Budget.

Staff reviewed the Palo Alto Museum’s proposal using the City Council-recommended evaluation rubric. The proposal rated high across on the following criteria: Community Reach, Alignment with Goals, and Program Sustainability; and rated Medium in Equity Impact criteria.

In line with the Committee’s request to include past City funding details, staff notes that the Palo Alto Museum received a total of $8.6 million in FY24 and FY25 for construction costs at the Roth Building, an amount not disclosed in the proposal. This includes $835,440 in Santa Clara County grants for windows, elevator, and roof improvements. Additionally, the Museum leases 17,784 sq. ft. at the Roth Building at a below-market rate of $1 per year for 40 years. The FY 2026 Proposed Budget also includes $0.5 million for interior buildout, including exhibits, a stated goal for the intended use of funds by the proposer.

Policy & Services Committee Recommendations
Attachment A includes the P&S Committee-proposed scenarios summary table for City Council consideration.

The Attachment A summary table includes the following columns:

Line #- Included for ease of reference and review; not intended to indicate rank.

Organization- The proposer’s organization name and associated known acronym (if applicable).

Proposal request- The organization’s funding FY 2026 request.

P&S Initial Proposed Award- The Committee reviewed all 22 applications and this column reflects the general consensus of that initial review. The total base award amount is $433,646, which is $37,646 above the Finance Committee’s recommended target of $396,000. After its initial review the Committee then embarked in an effort to reduce the total award to be in alignment with the $396,000 target or no greater than $25,000 over. The Committee also discussed use of the Council contingency to solve the remaining gap.

In an attempt to maintain an award no greater than $421,000 the Committee discussed individual adjustments resulting in a recommendation that the City Council consider the Committee Notes and ranges for award under Scenario A and Scenario B.

P&S Proposed Scenario A (Majority)- Reflects a combination of organization award adjustments recommended by a majority of the P&S Committee (2 of 3 members) to Item 23
Item 23 Supplemental
Report B

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Item No. 23. Page 3 of 3
bring total funding recommendations closer to the $396,000 target set by the Finance Committee. Under this scenario, the total award funding amount is $426,646, which is $30,646 above the Finance Committee’s recommended target.

P&S Proposed Scenario B (Minority)- Reflects a combination of organization award adjustments recommended by a minority of the P&S Committee (1 of 3 members) to bring total funding recommendations closer to the $396,000 target set by the Finance Committee. Under this scenario, the total award funding amount is $419,896, which is $23,896 above the Finance Committee’s recommended target.

Committee Notes- Summarizes the Committee’s discussion on Scenarios A and B, and/or any restrictions placed on the funding awards.

FISCAL/RESOURCE IMPACT
The FY 2026 Proposed Budget recommended for City Council adoption includes $396,000 to be allocated for this process. Should the Council wish to allocate additional funding, options include use of the City Council Contingent account ($125,000 annually), use of the Budget Stabilization Reserve (BSR) or Uncertainty Reserve, and/or through direction to further increase the directed $6 million in reduced General Fund impact which staff expect to bring back service impacts in August 2025 to the Finance Committee and City Council.

ATTACHMENTS
Supplemental Attachment A: P&S FY 2026 Nonprofit Partnership Workplan Phase I Proposals Supplemental Attachment B: Palo Alto Museum Proposal
APPROVED BY:

Ed Shikada, City Manager’s Office
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Item 23 Supplemental
Report B

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Policy & Services FY26 Nonprofit Partnership Workplan Phase I Proposals Line# Organization
Proposal
Request
P&S Initial
Proposed
Awards*
P&S Proposed
Scenario A
(Majority)**
P&S Proposed
Scenario B
(Minority)*** P&S  Committee Notes
1 Ada's Café 25,000$             $            10,000  10,000$             10,000$             Restrict funding to events/programming, not furniture 2 Children's Health Council 50,000$             $            12,000  10,000$             12,000$ Amounts considered range from: $10,000‐12,000; 2 cmte members recommended 10,000 and 1 member recommended $12,000; the funding is only for first objective (not podcast)
3 Dance Action Inc 5,000$               $                     ‐    ‐$                    ‐ $ 4 DreamCatchers 28,643$             $            15,000  15,000$             5,000$ Amounts considered range from: $5,000‐15,000; 2 cmte members recommended $15,000 and 1 member recommended $5,000
5 Environmental Volunteers 10,780$             $            10,780  10,780$             7,280$ Amounts considered range from: $7,280‐10,780; 2 cmte members recommended $10,780 and 1 member recommended $7,280
6 JobTrain 60,000$             $            45,000  45,000$             40,000$ Amounts considered range from: $40,000‐$45,000; 2 cmte
members recommended $45,000 and 1 member recommended
$40,000
7 Karat School Project 25,000$             $            20,000  20,000$             20,000$ 8 LifeMoves 66,366$             $            48,366  48,366$             48,366$ 9 Loaves & Fishes Family Kitchen 15,000$             $                     ‐    ‐$                    ‐ $ 10 Magical Bridge Foundation 150,000$           $          100,000  100,000$           100,000$ 11 Midpen Media Center 50,000$             $                     ‐    ‐$                    ‐ $ 12 Momentum for Health 15,000$             $            15,000  15,000$             15,000$ 13 Museum of American Heritage 10,000$             $                     ‐    ‐$                    ‐ $ 14 Musical Memories Foundation, Inc 5,000$               $               5,000  5,000$                5,000$ 15 Neighbors Abroad 17,500$             $            17,500  12,500$             17,250$ Amounts considered range from: $12,500‐17,500; 2 cmte members recommended $12,500 and 1 cmte member recommended $17,500.

Funding restricted to hosting, not staffing
16 Palo Alto Chamber Foundation: Third
Thursday 46,800$             $            40,000  40,000$             40,000$ Amount intended to match the Finance Cmte recommended
amount
17 Palo Alto Museum 55,000$             Not discussed  Not Discussed Not  Discussed See staff report for more details. 18 Palo Alto Special Education PTA 5,000$               $               5,000  5,000$                5,000$ 19 Partners & Advocates for Remarkable
Children & Adults (PARCA) 5,000$               $                     ‐    ‐$                    ‐ $ 20 Peninsula Healthcare Connections Inc 35,000$             $            20,000  20,000$             20,000$ 21 UNAFF 45,000$             $            20,000  20,000$             20,000$             Funding restricted to film festival only 22 Vista Center for the Blind and Visually
Impaired 99,000$             $                     ‐    ‐$                    ‐ $ 23 Youth Community Services 50,000$             $            50,000  50,000$             50,000$ Subtotal 874,089$           $          433,646  426,646$           414,896$ Balance (of $396,000 recommended
target budget)  $           (37,646) (30,646)$            (18,896)$ *Initial Proposed relates to the P&S Committee discussion on June 4, 2025 where the Committee agreed on base amounts to be considered by Council in tandem with Scenario A & B adjustments. ** Majority relates to the dollar amounts by organization that at least 2 committee members recommended. *** Minority relates to the dollar amounts by organization that only one committee member recommended.

Item 23
Supplemental B
Attachment A - PS FY26
Nonprofit Partnership
Workplan Phase I
Recommendations

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1 FY 2026 Budget Nonprofit Funding Request- Application ORGANIZATION INFORMATION Are you a 501 (c)(3) nonprofit organization? yes xYes ☐No Organization Name The Palo Alto Museum Year Funded 2004 EIN (Tax ID#) 77-0634933 Contact Person, First and Last Name Karen Holman Title Museum Board Member Email Address [email protected] Phone Number 2627-(650) 224 Mailing Address 725 Homer Ave, Palo Alto, CA 94301 Website www.paloaltomuseum.org ABOUT YOUR ORGANIZATION What is the mission of your organization? The Palo Alto Museum brings to life the diverse stories, people, and values that define our community’s spirit—from bold ideas and cultural heritage to new ideas that changed the world. We celebrate our shared history, educate the public, and illuminate how Palo Alto’s past continues to inspire curiosity, context, and innovation for the future. Our museum is expected to be fully operational in Q1 of 2026. Number of Employees 1 employee and 29 volunteers and growing XFull-Time Staff ☐Part-Time Staff XVolunteers In the last two years, have you been awarded a grant or other direct funding by the City? If so, explain. The City and the Museum equally shared the $2M Covid-related inflation cost of construction to restore the City - owned Roth Building. The City split its share over two Fiscal years, 2025 and 2026. Thus, we will be receiving $1M over the next two years. Of the $1M received by the Museum, all applies to the construction of the museum and not operations. We received a HUD grant of $1,629,000 of which 17% of HUD grant ($280,265.66) as of March 31, 2025 was applied to operations. The rest went to construction. A County grant of $100,000 has been received to repair our historic elevator. Are you qualified to apply for the Human Services Resource Allocation Program (HSRAP), Community Development Block Grant (CDBG), or Emerging Needs grant programs? If so, did you apply? Explain why or why not. No, because it is not specific to our mission. PROGRAM & COMMUNITY IMPACT Name of Program: Palo Alto Museum Grant Request Amount: $ 55,000 Please provide a narrative describing your proposed program (no more than 200 words): The Palo Alto Museum is dedicated to preserving and sharing the rich history and diverse stories of Palo Alto and the surrounding region. Our mission is to engage the community through inclusive exhibits, educational programs, and accessible events that honor the past and inspire the future. The Museum will serve as a vibrant community hub, featuring rotating exhibitions, a welcoming café, and flexible community rooms. These spaces will promote connection, learning, and civic Item 23
Supplemental B
Attachment B - Palo Alto
Museum Proposal

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2 engagement across all ages and backgrounds. We are committed to equity—offering free or subsidized access for underserved residents and elevating underrepresented voices in our storytelling. With strong community partnerships, sustainable planning, and deep roots in the region, the Palo Alto Museum will be a lasting resource for education, connection, and civic pride. Total Number of people estimated to be served by this program: In our first year of operations, we conservatively anticipate roughly 50,000-70,000 people per year Total number of Palo Alto residents estimated to be served by this program: 65,000 Total number of Palo Alto residents estimated to be served by your agency: 65,000 Total number of unduplicated Palo Alto residents estimated to be served by the requested funding amount: 65,00 EQUITY IMPACT Does your organization serve historically underrepresented or underserved populations? If yes, please describe. (ex. Number or percent of demographic populations) Yes. The Palo Alto Museum aspires to be a place where all communities see themselves reflected in the region’s history. We are committed to lifting up the stories of people often left out of local narratives—Indigenous communities, early Californios, African Americans, Hispanics, and Asian Americans. We also intend to partner with local organizations to serve low-income families and communities of color in the greater Palo Alto and East Palo Alto communities. In East Palo Alto alone, over 65% of residents are people of color, and approximately 15–20% of households are below the area median income. We also intend to have a wide-ranging school ( K-12 ) program that will allow kids in Palo Alto and all surrounding communities an opportunity to learn and be inspired by the Museum’s work. What measures does your organization take to promote services to underserved populations? XSocial Media XWebsite XLocation of program/services ☐Direct mail ☐Other: (Please describe) What fees will be charged for proposed services, if any? TBD, but we intend to look for opportunities to subsidize underserved groups Will subsidized or fee waivers be offered to clients? TBD, but we intend to look for opportunities to subsidize underserved groups ALIGNMENT WITH CITY COUNCIL PRIORITIES Briefly describe how your request supports one or more of the City Council Priorities (2-3 sentences). If not relevant indicate with “N/A.” Climate Action and Adaptation & Natural Environment Protection: The Museum’s rehabilitation incorporates state-of-the-art, environmentally sustainable technologies to minimize greenhouse gas emissions and support the City’s climate action goals. In addition, the Museum will feature content highlighting Palo Alto’s legacy of environmental initiatives and stewardship, including its pioneering efforts in open space conservation. Our Education Lab will be a place of exhibit and speaker events, and our flexible community space is intended for educational purposes, which environmentally focused groups could benefit from. benefit from. Economic Development and Retail Vibrancy: Museums contribute both directly and indirectly to local economies, including being an attractive inducement to visitors to visit the area to shop, dine, and explore. The Museum is centrally located in the SOFA plan area, which is considered the model for planned community areas. The Museum, being the only Museum covering the stories of Palo Alto and Stanford, will have a wide appeal and be a significant draw locally and from outside the community. The Frescoes alone are already a big draw.

Item 23
Supplemental B
Attachment B - Palo Alto
Museum Proposal

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3 The cafe will provide retail vibrancy to Heritage Park and the surrounding area. Foot traffic to the Museum will also help surrounding organizations and retail, such as the Museum of American Heritage, Whole Foods, Cassis, and restaurants, and by extension increase visitorship to the Downtown. Implementing Housing Strategies for Social & Economic Balance: The Museum is located centrally in an area of the city that is the model for neighborhood economic diversity, and we believe it will be a place that supports neighborhood vibrancy. Public Safety, Wellness & Belonging: The Palo Alto Museum fosters belonging by reflecting our entire community's diverse voices and histories. With accessible gathering spaces, inclusive exhibits, and programs for all ages, it invites connection, learning, and shared pride. Our community rooms will host classes on various topics, while the outdoor area near the Museum café will provide a comfortable space for people to relax, connect, and enjoy one another’s company while enjoying a view of Heritage Park. Our building also provides the only public restroom available for users of Heritage Park. The Palo Alto Archives, located in our building, help people feel connected by preserving the personal, civic, and cultural stories that define our shared identity. By making this history accessible, the Archives empower individuals and communities to see themselves as part of Palo Alto’s ongoing story. PROGRAM GOALS Attachment 1: Please use the template below to list up to 3 goals related to the program(s) you are proposing with requested funding. In a separate Attachment 1, for each goal identify 1-3 strategies your organization will implement to achieve this goal. For each strategy, provide an objective and an outcome. Scroll to see Attachment 1 Describe your organization’s plan for evaluating the program’s effectiveness? Include any specific measurement tools to be used such as surveys or other tools. (no more than 200 words) We will use a combination of quantitative and qualitative tools, including attendance data, satisfaction surveys, and post-visit assessments. These tools will allow us to adjust programming and ensure we are meeting the needs of our diverse audiences. PROGRAM SUSTAINABILITY What amount $ and percent % of your organization’s budget is currently funded by the following: The below numbers are based on actual YTD expenditures through March 31, 2025 XGovernment Grants $380,265.66, which is 47% percent of Gross revenue XPrivate Donations $354,730.46, which is 44% of gross revenue XFundraising $69,606.27, which is 9% of gross revenue ☐Membership Fees $0, 0% ☐Fees for service $0, 0% ☐Other $0, 0% What percentage of your organization’s annual budget does the grant request represent? Our fiscal year begins in July and our board has not yet approved a budget. We plan to be a fully operational museum in Q1 of 2026, so these numbers are still being evaluated. ● Annual Budget $ TBD Item 23
Supplemental B
Attachment B - Palo Alto
Museum Proposal

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4 ● Grant Request Amount $55,00 ● Percent of Budget: (Grant request/Annual Budget) x100 = TBD If awarded, will the contribution be used to leverage other funding opportunities? Explain (1-2 sentences). A grant from the City helps provide credibility and legitimacy that can inspire confidence in high-net-worth individuals and institutional investors, which we continue to actively pursue as part of our funding strategy. If awarded, the City’s grant would be highlighted in press releases, signage, and campaign materials, encouraging others to support a project that is visibly gaining traction. REQUIRED ATTACHMENTS Attachment 1: Program Goals Attachment 3: IRS Determination Letter (501 (c)(3) Attachment 2: Proposed Budget Attachment 4: IRS Form 990* REPORTING REQUIREMENTS *Requests of up to $5,000- brief annual report (1-2 pages) summarizing key activities and community impact highlights. -Financial reporting will consist of a self-certification of compliance with grant terms. Requests $5,000-$25,000- -Annual report on service outcomes and performance metrics. -IRS Form 990 Requests $25,000-$100,000- -Semi-annual reports on service outcomes and performance metrics. - IRS Form 990 Requests $100,000+ -Quarterly service outcomes and performance metrics, and a year-end community impact report. - IRS Form 990 Item 23
Supplemental B
Attachment B - Palo Alto
Museum Proposal

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5 ATTACHMENT 1: Program Goals Please use the template below to list up to 3 goals related to the program(s) you are proposing with requested funding. In a separate Attachment 1, for each goal identify 1-3 strategies your organization will implement to achieve this goal. For each strategy, provide an objective and an outcome. Goal 1: Preserve our cultural heritage Strategy 1: Create rotating exhibitions highlighting Palo Alto’s civic, cultural, and environmental milestones. ● Objective: Launch 2–3 original exhibitions annually, with themes reflecting key historical developments and community movements. ● Outcome: Increased public understanding and appreciation of local heritage, measured through attendance and post-visit surveys. Strategy 2: Engage cultural and historical advisors from the community in exhibition development. Collaborate with other museums including those with which Palo Alto Museum already has developed working relationships. ● Objective: Collaborate with at least 6 local historians, elders, and cultural leaders per year. ● Outcome: Community-informed exhibits that reflect a broader and more accurate narrative of Palo Alto’s past. Goal 2: Provide education Strategy 1: Offer K–12 school programs aligned with curriculum standards. ● Objective: Host field trips and in-class presentations for at least 750 students annually from Palo Alto, East Palo Alto, and surrounding areas. ● Outcome: Increased historical literacy and student civic engagement, measured through teacher feedback and student reflections. Strategy 2: Host public lectures and adult learning workshops. ● Objective: Provide 6-9 public education events annually on topics such as urban planning, environmental history, and local innovation. ● Outcome: Enhanced community learning opportunities with increased attendance and post-event engagement.

Item 23
Supplemental B
Attachment B - Palo Alto
Museum Proposal

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6 ATTACHMENT 2: FY 2026 (July 1, 2025-June 30, 2026) Proposed Budget FY2026
Total Program Expense Budget
Total Program Expense Budget for Requested Funding

Program Name: Palo Alto Museum Exhibits/Education Notes Salaries $15,000 $10,000
Partial funding for part-time educator or contractor to lead student field trips and classroom outreach aligned with curriculum standards. Insurance Audit Rent & Utilities Maintenance/Repair Phone Consultants Staff Development & Training Travel & Meetings Information Technology $3,000 $2,000 Costs for digital survey tools, feedback forms, data analysis, and reporting of program impact. Equipment $10,000 $5,000 Stanchions, display cases, other museum technology Office Supplies & Materials $2,000 $1,000 General supplies (e.g., markers, clipboards, signage, A/V rentals, etc.) for exhibitions and education programs. Printing & Publishing $10,000 $5,000 Advertising, signage, educational materials Direct Services Direct Subsidy $5,000 $5,000 Subsidize low-income student fees or similar to cover the cost of the program Other - Exhibition Design & Production $20,000 $20,000
Covers materials, fabrication, graphic design, and installation of 2–3 original exhibitions focused on local civic, cultural, and environmental history. Other - Community Advisor Honoraria $6,000 $4,000 Speaker fees, promotion, and event support for 10–12 community education events Other-Contingency & Administrative Support $5,000 $3,000 Administrative support, unexpected expenses, and operational backup related to program execution. Total $76,000 $55,000 Item 23
Supplemental B
Attachment B - Palo Alto
Museum Proposal

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7 ATTACHMENT 3: IRS Determination Letter 501(c)(3) Please attach determination letter to application email, clearly labeled Attachment 3.

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Supplemental B
Attachment B - Palo Alto
Museum Proposal

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8 ATTACHMENT 4: IRS Form 990* Please attach to the application email, your organization’s 2024 IRS Form 990, or 2023 IRS Form 990 if 2024 has not yet been filed. *Funding requests < $5,000 do not need to submit an IRS Form 990.

Item 23
Supplemental B
Attachment B - Palo Alto
Museum Proposal

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9 Signature(s) The undersigned certifies the information contained in this proposal is true and accurate to the best of their knowledge and belief. The undersigned warrants that they have authority on behalf of the organization they represent to enter into this proposal, warrant its accuracy, and bind the organization to the applicable terms and conditions. Name of Authorized Signer: Karen Holman Title: Museum Board Member Sign Here: Date: Friday May 9 2025 Item 23
Supplemental B
Attachment B - Palo Alto
Museum Proposal

Item 23: Staff Report
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20 Packet Pg. 1136 of 1138

Item 23
Supplemental B
Attachment B - Palo Alto
Museum Proposal

Item 23: Staff Report
Pg.
21 Packet Pg. 1137 of 1138

Item 23
Supplemental B
Attachment B - Palo Alto
Museum Proposal

Item 23: Staff Report
Pg.
22 Packet Pg. 1138 of 1138