Agenda packet — Palo Alto City Council, August 11, 2025 (part 3 of 5)

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

CITY’s Project Manager is Jennifer Armer, Planning & Development Services Department, , 250 Hamilton Avenue Palo Alto, CA, 94301, Telephone: 650-329-2191. CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time.

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

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

SECTION 16. INDEMNITY.

16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of, or in any manner relating to the negligence, recklessness, or willful misconduct i n the 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 Docusign Envelope ID: 78677455-3FA3-4FEE-9214-913AE8967817 Item 9
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officers, employees, agents or contractors under this Agreement.

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

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

SECTION 18. INSURANCE.

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

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

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

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

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

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

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

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

SECTION 20. NOTICES.

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

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

With a copy to the Purchasing Manager

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

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

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SECTION 21. CONFLICT OF INTEREST.

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

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

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

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

SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.

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

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

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

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(a) All printed materials provided by CONSULTANT to C ITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable-based inks. (b) Goods purchased by C ONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed.

SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE .

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

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

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

26.1. This Project is not subject to prevailing wages and related requirements .

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

SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For purposes of this Section 27, a “9204 Public Works Project” means the erection, construction, Docusign Envelope ID: 78677455-3FA3-4FEE-9214-913AE8967817 Item 9
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alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. (Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code Section 9204, for Public Works Projects , certain claims procedures shall apply, as set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”.

This Project is not a 9204 Public Works Project.

SECTION 28. CONFIDENTIAL INFORMATION.

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

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

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

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

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

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

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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 una ffected provisions of this Agreement will remain in full force and effect.

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

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

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

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

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

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

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

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CONTRACT No. C25193458A SIGNATURE PAGE

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

CITY OF PALO ALTO

____________________________
City Manager

APPROVED AS TO FORM:

__________________________
City Attorney or designee

ASCENT ENVIRONMENTAL, INC.

Officer 1

By:

Name: Gary Jakobs
Title: President
[email protected]

Officer 2 (Required for Corp. or LLC)

By:

Name: Honey Walters
Title: Secretary
[email protected]

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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 the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications.

CONSULTANT shall cooperate with CITY to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by CONSULTANT pursuant to this Scope of Services.

CONSULTANT shall ensure that all contract staff assigned to work under this scope shall complete and file a Form 700, Statement of Economic Interests, which can be found at http://www.fppc.ca.gov/Form700.html. This requirement is consistent with the CITY’s Conflict of Interest Code and the California Political Reform Act.

CITY will issue TASK ORDERs related to the following services. CITY acknowledges that due to the on -call nature of this contract, that CONSULTANT may not be able complete all noted activities. Activities are listed to give CITY and CONSULTANT broad ability to cover all aspects of CITY needs either directly through CONSULTANT or indirectly through SUBCONTRACTORS. CITY may, at its discretion and with prior written authorization, request the CONSULTANT or SUBCONTRACTORS to perform related planning , community development services and additional services that fall within the general scope of the other planning-related contracts issued under this procurement. Such services will be coordinated and authorized in writing by the CITY and may include related tasks necessary to ensure continuity of planning operations or project delivery.

CONSULTANT will write well -organized reports regarding complex planning issues, professionally facilitate meetings, attend, and give presentations at meetings with applicants, consultants, and the public as needed, including public hearings. CONSULTANT will make professional presentations to the Council, City Commissions, and Boards. CONSULTANT will coordinate with CITY staff, departments, consultants, and outside agencies during project reviews and processing and respond to public inquiries. CONSULTANT will work independently, follow direction, seek clarification prior to completion of work assignment, analyze quantitative data and qualitative information, and think creatively and critically.

CONSULTANT will provide the following activities (as applicable):

1. Provide project management support for long-range planning and policy development and implementation initiatives.

2. Prepare staff reports, presentations, and supporting materials for City Council, Planning and Transportation Commission, Architectural Review Board, and other public/community meetings.

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3. Present at public hearings, workshops, and community engagement meetings.

4. Draft and support adoption of planning documents, including Comprehensive Plan amendments, Zoning Code updates, area plans, and other long-range planning studies.

5. Conduct research, policy analysis, technical studies, and assist with the implementation of State laws and regional planning initiatives.

6. Prepare ordinances, resolutions, and related implementation tools in support of long-range planning policies.

7. Prepare environmental analysis and determinations for projects, as necessary, in conformance with the California Environmental Quality Act (CEQA) and National Environmental Quality Act (NEPA).

8. Provide specialized support in urban design, visual/spatial analysis, and renter protection policies.

9. Assist with the preparation of annexation applications and support items related to the Local Agency Formation Commission (LAFCO).

10. Additional related tasks or projects, as assigned.

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EXHIBIT A-1

PROFESSIONAL SERVICES TASK ORDER

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

CONTRACT NO.

OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE)

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

2. CONSULTANT NAME:

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

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

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

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

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

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

APPROVED:

CITY OF PALO ALTO

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

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

APPROVED:

COMPANY NAME: ______________________

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

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EXHIBIT B

SCHEDULE OF PERFORMANCE

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

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

REIMBURSABLE EXPENSES

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

Reimbursable expenses, if any are specified as reimbursable under this section, will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are:

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

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 for Additional Services per Section 4 is as follows:

CITY and CONSULTANT may at any time mutually agree to add new position titles, rates, and adjust listed rates so long as the changes do not increase the not to exceed compensation amount as specified in Section 4 of the Agreement. Rates likely to adjust each January 1st of each year up to and not to exceed 3-5% increase or no greater the CPI.

Title Hourly Rate
Range ($)
Principal 260 – 435
Senior Environmental Planner 180 – 285
Environmental Planner 105 – 250
Environmental Services Intern 90 – 100
Senior Natural Resources Planner 235 – 330
Senior Biologist/Regulatory-Permitting Specialist 90 – 260 Natural Resources Planner 140 – 250
Biologist/Regulatory-Permitting Specialist 150 – 200
Director of Cultural Resources Services 200 – 270
Architectural Historian 150 – 240
Archaeological Specialist 160 – 210
Director of Air Quality/Greenhouse Gas/Noise Services 260 – 365 Senior Air Quality/Greenhouse Gas/Noise Services Analyst 170 – 305 Air Quality/Greenhouse Gas/Noise Services Analyst 150 – 215 Director of Planning 235 – 365
Senior Designer 180 – 290
Senior Planner 180 – 240
Designer 150 – 215
Planner 105 – 150
Senior GIS Specialist 150 – 250
GIS Specialist 140 – 200
Director of Graphics/Production 160 – 295
Graphics/Production Specialist 130 – 170
Project Accountant 130 – 205
Contract Specialist 135 – 170

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EXHIBIT D

INSURANCE REQUIREMENTS

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

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

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

REQUIRED TYPE OF COVERAGE REQUIREMENT

MINIMUM LIMITS
EACH

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

STATUTORY

STATUTORY STATUTORY STATUTORY
YES

GENERAL LIABILITY, INCLUDING

PERSONAL INJURY, BROAD FORM

PROPERTY DAMAGE BLANKET

CONTRACTUAL, AND FIRE LEGAL

LIABILITY

BODILY INJURY

PROPERTY DAMAGE

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

$1,000,000

YES

AUTOMOBILE LIABILITY,

INCLUDING ALL OWNED, HIRED,

NON-OWNED

BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE

PROPERTY DAMAGE

BODILY INJURY AND PROPERTY

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

$1,000,000

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

$1,000,000

YES

PROFESSIONAL LIABILITY,

INCLUDING, ERRORS AND

OMISSIONS, MALPRACTICE (WHEN

APPLICABLE), AND NEGLIGENT

PERFORMANCE
ALL DAMAGES $1,000,000
YES

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

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

OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONSULTANT AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.

I. INSURANCE COVERAGE MUST INCLUDE:

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

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

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

A. PRIMARY COVERAGE

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

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

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ADDITIONAL INSUREDS.

B. CROSS LIABILITY

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

THE POLICY SHALL NOT, FOR T HAT 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 B EFORE ITS EXPIRATION DATE FOR ANY REASON

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

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

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

[email protected]

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CITY OF PALO ALTO CONTRACT NO. C25193458B

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF PALO ALTO AND LEXINGTON PLANNING LLC

This Agreement for Professional Services (this “Agreement”) is entered into as of the 1st day of July, 2025 (the “Effective Date”) , by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and LEXINGTON PLANNING LLC , a Vermont Limited Liability Company, located at P.O. Box 832 Middlebury, VT 05753 (“CONSULTANT”).

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

RECITALS

A. CITY intends to provide on -call urban planning support (the “Project”) and desires to engage a consultant to provide services in connection with the Project (the “Services”, as detailed more fully in Exhibit A).

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

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

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

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

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

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

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

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

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

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

SECTION 2. TERM.

The term of this Agreement shall be from the date of its full execution through June 30, 2030 , unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.

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

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

SECTION 4. NOT TO EXCEED COMPENSATION.

The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” , is in an aggregate amount that shall not excee d Two Million ($2,000,000.00) over the Term across a total of five (5) consultant agreements (C25193458, C25193458A to C25193458D), of which this is one. The five (5) contracts will be administered by the CITY’s PLANNING & DEVELOPMENT SERVICES to ensure the total aggregate of compensation paid over the Term does not exceed the amounts set forth herein.

CONSULTANT acknowledges and agrees that the CITY is hiring five (5) consultants, including CONSULTANT, none of whom will be guaranteed or assured of any specific quantity of work to be performed. If the work is performed by any one or more consultants, including CONSULTANT, CITY will ensure that total compensation to all five (5) consultants including CONSULTANT, will not exceed in aggregate, across all five (5) agreements, and will not exceed in aggregate Two Million ($2,000,000.00).

CONSULTANT agrees to complete all Services described in Exhibit A, including reimbursable expenses, are subject to a Maximum Total Compensation “NOT TO EXCEED” amount of Two Million ($2,000,000.00) during the term of the agreement. The applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth herein shal l be at no cost to the CITY.

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Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written author ization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”.

SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the Services performed and the applicable charges (including , if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager via email at the following address: PCEContracts@ paloalto.gov. 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. CONSUL TANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances.

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

SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely resp onsible 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 cos ts, 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.

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

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

SECTION 11. ASSIGNMENT . The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder wit hout the prior written approval of the City Manager. Any purported assignment made without the prior written approval of the City Manager will be void and without effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, succes sors, executors, administrators and assignees of the parties.

SECTION 12. SUBCONTRACTING.

Subcontracts Authorized: Notwithstanding Section 11 (Assignment) above, CITY agrees that subcontractors may be used to complete the Services with prior approval, documented in writing, including Scope of Services, cost, and schedule of performances. The use of subcontractors cannot increase compensation pursuant to Section 4 of this Agreement.

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

SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Jean Eisberg, Phone:
415-516-4479, Email: [email protected] as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day -to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s Project Manager. CONSULTANT, at CITY’s request, shall prom ptly remove CONSULTANT Docusign Envelope ID: 32C38A76-8C75-48C8-B918-C2BA3CCCD947 Item 9
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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.

SECTION 16. INDEMNITY.

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

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

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

SECTION 18. INSURANCE.

SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.

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

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

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.

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

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

SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.

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 part icular, C ONSULTANT shall comply with the following Zero Waste requirements:
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and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwi se approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable-based inks. (b) Goods purchased by C ONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed.

SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE .

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 .

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 Docusign Envelope ID: 32C38A76-8C75-48C8-B918-C2BA3CCCD947 Item 9
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Section 9204, for Public Works Projects , certain claims procedures shall apply, as set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”.

This Project is not a 9204 Public Works Project.

SECTION 28. CONFIDENTIAL INFORMATION.

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

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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.

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

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

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

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

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

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CONTRACT No. C25193458B SIGNATURE PAGE

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

CITY OF PALO ALTO

____________________________
City Manager

APPROVED AS TO FORM:

__________________________
City Attorney or designee

LEXINGTON PLANNING LLC

Officer 1

By:

Name: Jean Eisberg
Title: Manager
[email protected]

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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 qualific ations, 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 ensure that all contract staff assigned t o work under this scope shall complete and file a Form 700, Statement of Economic Interests, which can be found at http://www.fppc.ca.gov/Form700.html. This requirement is consistent with the CITY’s Conflic t of Interest Code and the California Political Reform Act.

CONSULTANT will provide the following activities (as applicable):

1. Provide project management support for long-range planning and policy development and implementation initiatives.

2. Prepare staff reports, presentations, and supporting materials for City Council, Planning and Transportation Commission, Architectural Review Board, and other public/community meetings.

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3. Present at public hearings, workshops, and community engagement meetings.

4. Draft and support adoption of planning documents, including Comprehensive Plan amendments, Zoning Code updates, area plans, and other long-range planning studies.

5. Conduct research, policy analysis, technical studies, and assist with the implementation of State laws and regional planning initiatives.

6. Prepare ordinances, resolutions, and related implementation tools in support of long-range planning policies.

7. Prepare environmental analysis and determinations for projects, as necessary, in conformance with the California Environmental Quality Act (CEQA) and National Environmental Quality Act (NEPA).

8. Provide specialized support in urban design, visual/spatial analysis, and renter protection policies.

9. Assist with the preparation of annexation applications and support items related to the Local Agency Formation Commission (LAFCO).

10. Additional related tasks or projects, as assigned.

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EXHIBIT A-1

PROFESSIONAL SERVICES TASK ORDER

CONTRACT NO.

OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE)

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

2. CONSULTANT NAME:

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

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

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

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

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

APPROVED:

CITY OF PALO ALTO

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

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

APPROVED:

COMPANY NAME: ______________________

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

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EXHIBIT B

SCHEDULE OF PERFORMANCE

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EXHIBIT C

COMPENSATION

REIMBURSABLE EXPENSES

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:

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 for Additional Services per Section 4 is as follows:

CITY and CONSULTANT may at any time mutually agree to add new position titles, rates, and adjust listed rates so long as the changes do not increase the not to exceed compensation amount as specified in Section 4 of the Agreement. Rates are likely to adjust each January 1st of each year up to and not to exceed 3-5% increase or no greater the CPI.

Title Hourly Rate ($)
Principal 185

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EXHIBIT D

INSURANCE REQUIREMENTS

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

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

REQUIRED TYPE OF COVERAGE REQUIREMENT

MINIMUM LIMITS
EACH

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

STATUTORY

STATUTORY STATUTORY STATUTORY
YES

GENERAL LIABILITY, INCLUDING

PERSONAL INJURY, BROAD FORM

PROPERTY DAMAGE BLANKET

CONTRACTUAL, AND FIRE LEGAL

LIABILITY

BODILY INJURY

PROPERTY DAMAGE

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

$1,000,000

YES

AUTOMOBILE LIABILITY,

INCLUDING ALL OWNED, HIRED,

NON-OWNED

BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE

PROPERTY DAMAGE

BODILY INJURY AND PROPERTY

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

$1,000,000

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

$1,000,000

YES

PROFESSIONAL LIABILITY,

INCLUDING, ERRORS AND

OMISSIONS, MALPRACTICE (WHEN

APPLICABLE), AND NEGLIGENT

PERFORMANCE
ALL DAMAGES $1,000,000
YES

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

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

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 T HAT 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 B EFORE ITS EXPIRATION DATE FOR ANY REASON

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

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

[email protected]

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CITY OF PALO ALTO CONTRACT NO. C25193458C

AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND PLACEWORKS, INC.

This Agreement for Professional Services (this “Agreement”) is entered into as of the 1st day of July, 2025 (the “Effective Date”) , by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and PLACEWORKS, INC., a California Corporation, located at 3 MacArthur Place, Suite 1100 Santa Ana, CA 92707 (“CONSULTANT”).

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

RECITALS

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:

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

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

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.

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SECTION 2. TERM.

The term of this Agreement shall be from the date of its full execution through June 30, 2030, unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.

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

SECTION 4. NOT TO EXCEED COMPENSATION.

The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” , is in an aggregate amount that shall not exceed Two Million ($2,000,000.00) over the Term across a total of five (5) consultant agreements (C25193458, C251 93458A to C25193458D), of which this is one. The five (5) contracts will be administered by the CITY’s PLANNING & DEVELOPMENT SERVICES to ensure the total aggregate of compensation paid over the Term does not exceed the amounts set forth herein.

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Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior writte n authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”.

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 th e 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.

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SECTION 12. SUBCONTRACTING.

SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Randal W. Jackson, Email: [email protected] as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day -to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s P roject Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s Project Manager. CONSULTANT, at CITY’s request, shall prom ptly remove CONSULTANT Docusign Envelope ID: 0050CA60-C5F2-4ECA-8504-68CAF239926C Item 9
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SECTION 16. INDEMNITY.

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

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

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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.

SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.

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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.

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

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.

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

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

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

SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.

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 part icular, C ONSULTANT shall comply with the following Zero Waste requirements:
(a) All printed materials provided by CONSULTANT to C ITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater Docusign Envelope ID: 0050CA60-C5F2-4ECA-8504-68CAF239926C Item 9
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post-consumer content paper, unless otherwi se approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable-based inks. (b) Goods purchased by C ONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed.

SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE .

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 .

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: 0050CA60-C5F2-4ECA-8504-68CAF239926C Item 9
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Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”.

This Project is not a 9204 Public Works Project.

SECTION 28. CONFIDENTIAL INFORMATION.

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

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 Docusign Envelope ID: 0050CA60-C5F2-4ECA-8504-68CAF239926C Item 9
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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.

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

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

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

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

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

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CONTRACT No. C25193458C SIGNATURE PAGE

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

CITY OF PALO ALTO

____________________________
City Manager

APPROVED AS TO FORM:

__________________________
City Attorney or designee

PLACEWORKS, INC.

Officer 1

By:

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

Officer 2 (Required for Corp. or LLC)

By:

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

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EXHIBIT A

SCOPE OF SERVICES

CONSULTANT’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or spec ifications.

CONSULTANT will provide the following activities (as applicable):

1. Provide project management support for long-range planning and policy development and implementation initiatives.

2. Prepare staff reports, presentations, and supporting materials for City Council, Planning and Transportation Commission, Architectural Review Board, and other public/community meetings.

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3. Present at public hearings, workshops, and community engagement meetings.

4. Draft and support adoption of planning documents, including Comprehensive Plan amendments, Zoning Code updates, area plans, and other long-range planning studies.

5. Conduct research, policy analysis, technical studies, and assist with the implementation of State laws and regional planning initiatives.

6. Prepare ordinances, resolutions, and related implementation tools in support of long-range planning policies.

7. Prepare environmental analysis and determinations for projects, as necessary, in conformance with the California Environmental Quality Act (CEQA) and National Environmental Quality Act (NEPA).

8. Provide specialized support in urban design, visual/spatial analysis, and renter protection policies.

9. Assist with the preparation of annexation applications and support items related to the Local Agency Formation Commission (LAFCO).

10. Additional related tasks or projects, as assigned.

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EXHIBIT A-1

PROFESSIONAL SERVICES TASK ORDER

CONTRACT NO.

OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE)

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

2. CONSULTANT NAME:

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

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

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

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

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

APPROVED:

CITY OF PALO ALTO

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

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

APPROVED:

COMPANY NAME: ______________________

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

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EXHIBIT B

SCHEDULE OF PERFORMANCE

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EXHIBIT C

COMPENSATION

REIMBURSABLE EXPENSES

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:

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 for Additional Services per Section 4 is as follows:

Title Hourly Rate Range ($)
Principal 210 – 345
Associate Principal 195 – 285
Senior Associate II 170 – 270
Senior Associate I 160 – 235
Associate II 135 – 200
Associate I 125 – 185
Project Planner 105 – 175
Planner 90 – 155
Graphics Specialist 90 – 165
Administrator 135 – 245
Clerical/Word Processing/Technical Editor 45 – 170
Intern 80 – 125

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EXHIBIT D

INSURANCE REQUIREMENTS

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

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

REQUIRED TYPE OF COVERAGE REQUIREMENT

MINIMUM LIMITS
EACH

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

STATUTORY

STATUTORY STATUTORY STATUTORY
YES

GENERAL LIABILITY, INCLUDING

PERSONAL INJURY, BROAD FORM

PROPERTY DAMAGE BLANKET

CONTRACTUAL, AND FIRE LEGAL

LIABILITY

BODILY INJURY

PROPERTY DAMAGE

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

$1,000,000

YES

AUTOMOBILE LIABILITY,

INCLUDING ALL OWNED, HIRED,

NON-OWNED

BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE

PROPERTY DAMAGE

BODILY INJURY AND PROPERTY

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

$1,000,000

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

$1,000,000

YES

PROFESSIONAL LIABILITY,

INCLUDING, ERRORS AND

OMISSIONS, MALPRACTICE (WHEN

APPLICABLE), AND NEGLIGENT

PERFORMANCE
ALL DAMAGES $1,000,000
YES

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

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

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 T HAT 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 B EFORE ITS EXPIRATION DATE FOR ANY REASON

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

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

[email protected]

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CITY OF PALO ALTO CONTRACT NO. C25193458D

AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND RAIMI & ASSOCIATES, INC.

This Agreement for Professional Services (this “Agreement”) is entered into as of the 1st day of July, 2025 (the “Effective Date”) , by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and RAIMI & ASSOCIATES, INC. , a California Corporation, located at 1900 Addison St, Ste 200 Berkeley, CA 94704 (“CONSULTANT”).

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

RECITALS

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:

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

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

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.

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SECTION 2. TERM.

The term of this Agreement shall be from the date of its full execution through June 30, 2030 , unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.

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

SECTION 4. NOT TO EXCEED COMPENSATION.

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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 th e 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.

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SECTION 12. SUBCONTRACTING.

SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Matt Raimi, Phone:
510-200-0520, Email: [email protected] as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day -to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s Project Manager. CONSULTANT, at CITY’ s request, shall promptly remove CONSULTANT Docusign Envelope ID: 14257218-E510-424D-AF48-57A29430870E Item 9
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SECTION 16. INDEMNITY.

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

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

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SECTION 18. INSURANCE.

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 A greement. 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.

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

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.

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has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services.

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

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

SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.

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, C ONSULTANT shall comply with the following Zero Waste requirements:
(a) All printed materials provided by CONSULTANT to C ITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater Docusign Envelope ID: 14257218-E510-424D-AF48-57A29430870E Item 9
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post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable-based inks. (b) Goods purchased by C ONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed.

SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE .

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 .

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: 14257218-E510-424D-AF48-57A29430870E Item 9
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Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”.

This Project is not a 9204 Public Works Project.

SECTION 28. CONFIDENTIAL INFORMATION.

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

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 Docusign Envelope ID: 14257218-E510-424D-AF48-57A29430870E Item 9
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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.

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

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

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

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

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

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CONTRACT No. C25193458D SIGNATURE PAGE

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

CITY OF PALO ALTO

____________________________
City Manager

APPROVED AS TO FORM:

__________________________
City Attorney or designee

RAIMI & ASSOCIATES, INC.

Officer 1

By:

Name: Matt Raimi
Title: CEO
[email protected]

Officer 2 (Required for Corp. or LLC)

By:

Name: Simran Malhotra
Title: Principal
[email protected]

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EXHIBIT A

SCOPE OF SERVICES

CONSULTANT’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications.

CITY will issue TASK ORDERs related to the following services. C ITY acknowledges that due to the on -call nature of this contract, that CONSULTANT may not be able complete all noted activities. Activities are listed to give CITY and CONSULTANT broad ability to cover all aspects of CITY needs either directly through CONS ULTANT or indirectly through SUBCONTRACTORS. CITY may, at its discretion and with prior written authorization, request the CONSULTANT or SUBCONTRACTORS to perform related planning , community development services and additional services that fall within the general scope of the other planning-related contracts issued under this procurement. Such services will be coordinated and authorized in writing by the CITY and may include related tasks necessary to ensure continuity of planning operations or project delivery.

CONSULTANT will write well -organized reports regarding complex planning issues, professionally facilitate meetings, attend, and give presentations at meetings with applicants, consultants, and the public as needed, including public hearings. CONSUL TANT will make professional presentations to the Council, City Commissions, and Boards. CONSULTANT will coordinate with CITY staff, departments, consultants, and outside agencies during project reviews and processing and respond to public inquiries. CONSULTANT will work independently, follow direction, seek clarification prior to completion of work assignment, analyze quantitative data and qualitative information, and think creatively and critically.

CONSULTANT will provide the following activities (as applicable):

1. Provide project management support for long-range planning and policy development and implementation initiatives.

2. Prepare staff reports, presentations, and supporting materials for City Council, Planning and Transportation Commission, Architectural Review Board, and other public/community meetings.

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3. Present at public hearings, workshops, and community engagement meetings.

4. Draft and support adoption of planning documents, including Comprehensive Plan amendments, Zoning Code updates, area plans, and other long-range planning studies.

5. Conduct research, policy analysis, technical studies, and assist with the implementation of State laws and regional planning initiatives.

6. Prepare ordinances, resolutions, and related implementation tools in support of long-range planning policies.

7. Prepare environmental analysis and determinations for projects, as necessary, in conformance with the California Environmental Quality Act (CEQA) and National Environmental Quality Act (NEPA).

8. Provide specialized support in urban design, visual/spatial analysis, and renter protection policies.

9. Assist with the preparation of annexation applications and support items related to the Local Agency Formation Commission (LAFCO).

10. Additional related tasks or projects, as assigned.

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EXHIBIT A-1

PROFESSIONAL SERVICES TASK ORDER

CONTRACT NO.

OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE)

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

2. CONSULTANT NAME:

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

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

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

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

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

APPROVED:

CITY OF PALO ALTO

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

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

APPROVED:

COMPANY NAME: ______________________

BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________

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EXHIBIT B

SCHEDULE OF PERFORMANCE

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EXHIBIT C

COMPENSATION

REIMBURSABLE EXPENSES

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:

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 for Additional Services per Section 4 is as follows:

Title Hourly Rate ($)
Senior Principal/Principal 285
Associate Principal 250
Senior Associate 225
Intermediate Associate 215
Associate 200
Senior Planner/Designer/Researcher II 190
Senior Planner/Designer/Researcher I 180
Intermediate Planner/Designer II 170
Intermediate Planner/Designer I 160
Planner/Designer/Researcher II 140
Planner/Designer/Researcher I 125
Finance Director 175
Account Manager 125
Intern 75

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EXHIBIT D

INSURANCE REQUIREMENTS

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

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

REQUIRED TYPE OF COVERAGE REQUIREMENT

MINIMUM LIMITS
EACH

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

STATUTORY

STATUTORY STATUTORY STATUTORY
YES

GENERAL LIABILITY, INCLUDING

PERSONAL INJURY, BROAD FORM

PROPERTY DAMAGE BLANKET

CONTRACTUAL, AND FIRE LEGAL

LIABILITY

BODILY INJURY

PROPERTY DAMAGE

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

$1,000,000

YES

AUTOMOBILE LIABILITY,
INCLUDING ALL OWNED (if any),

HIRED, NON-OWNED

BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE

PROPERTY DAMAGE

BODILY INJURY AND PROPERTY

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

$1,000,000

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

$1,000,000

YES

PROFESSIONAL LIABILITY,

INCLUDING, ERRORS AND

OMISSIONS, MALPRACTICE (WHEN

APPLICABLE), AND NEGLIGENT

PERFORMANCE
ALL DAMAGES $1,000,000
YES

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

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

I. INSURANCE COVERAGE MUST INCLUDE:

A. CONSULTANT’S COMMERICAL GENERAL LIABILITY POLICY SHALL INCLUDE A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONSULTANT’S AGREEMENT TO INDEMNIFY CITY AS DEFINED AS AN INSURED AGREEMENT UNDER SAID POLICY.

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 RIG HTS 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 RE ASON

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

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

[email protected]

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Public Works
Meeting Date: August 11, 2025
Report #:2505-4733
TITLE
Approval of Increase of Construction Contingency for Contract No. C24189237 with SAK Construction, LCC in the amount of $1,800,000, Funded by the Wastewater Treatment Enterprise Fund for the Joint Intercepting Sewer Rehabilitation (Phase 1) Project (WQ 24000), and Approval of a Budget Amendment in the Wastewater Treatment Fund; CEQA Status - Exempt under CEQA Guidelines Section 15301 (Repairs to Existing Facilities)

RECOMMENDATION
Staff recommends that the City Council:

1. Approve an increase of construction contingency for Contract No. C24189237 with SAK Construction, LCC in an amount not to exceed $1,800,000 for a total contract contingency amount not to exceed $2,534,770; and

2. Approve an amendment to the Fiscal Year 2026 Adopted Capital Budget Appropriation for the Wastewater Treatment Fund (requires a 2/3 majority vote) by:
a. Increasing the Joint Intercepting Sewer Rehabilitation (Phase 1) project (WQ-24000) appropriation by $700,000; and
b. Decreasing the Wastewater Treatment Fund balance by $700,000.

EXECUTIVE SUMMARY
The Joint Intercepting Sewer Rehabilitation (Phase 1) Project will install a structural liner in a critical 72-inch sewer pipeline that conveys over half the influent flow to the Regional Water Quality Control Plant (RWQCP). The City awarded a $8.1 million construction contract to SAK Construction, LLC in December 2023, including a 10% construction contingency. During construction, significant unforeseen site conditions, contractor schedule and sequencing challenges, and necessary design clarifications required change orders that have nearly exhausted the original contingency.

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increase to the construction contingency. Staff recommends increasing the contingency by $1,800,000. If the contingency is fully utilized, the total contract not-to-exceed amount would be $9,882,470. Cost-sharing among RWQCP partner agencies will be reconciled based on final expenditures.

BACKGROUND
The Joint Intercepting Sewer Rehabilitation (Phase 1) Project rehabilitates 2,364 linear feet of deteriorated 72-inch diameter concrete sewer pipe using cured-in-place pipe (CIPP) lining, addressing extensive corrosion in a critical section of the Joint Intercepting Sewer (JIS) system leading to the RWQCP. This section of the JIS conveys most of the wastewater flow from Mountain View, Los Altos, Los Altos Hills, and Palo Alto to the RWQCP. There are other sewers leading to the RWQCP, but these are maintained by the Utilities Department, Stanford University, and the East Palo Alto Sanitary District and not included in the scope of this Project.

City Council awarded the design contract for the Project to Jacobs Engineering Group, Inc. on May 16, 2022, and the design was completed in August 2023.1 On December 11, 2023, City Council approved a funding agreement with partners, a construction contract with SAK Construction, LLC (SAK) for a base amount of $7,347,700 and a 10% contingency of $734,770, for a total not-to-exceed amount of $8,082,470, as well as an amendment to the construction management services contract with Tanner Pacific, Inc.2 Construction began in winter 2024 but encountered delays due to unforeseen site conditions, including difficult access and obstructions not visible during pre-construction investigations, as well as contractor schedule and sequencing challenges. These delays pushed field construction activities into the 2025 dry season.

On June 9, 2025, Council approved amendments to related contracts for Jacobs Engineering Group, Inc., Tanner Pacific, Inc., and Carollo Engineers, Inc. to support continued engineering and construction management services through the extended schedule.3

ANALYSIS
While the primary pipe rehabilitation (CIPP lining) was successfully completed, during the initial phases of construction, there were project delays due to unforeseen site conditions, as well as 1 City Council, May 16 2022; Consent Item #7; SR #14164, https://portal.laserfiche.com/Portal/DocView.aspx?id=59483&repo=r-704298fc&searchid=a6f7c657-de00-4160- 95a6-a70fb8afcd04
2 City Council, December 11, 2023; Consent Item #2; SR #2308-1879, https://portal.laserfiche.com/Portal/DocView.aspx?id=69362&repo=r-704298fc 3 City Council, June 9, 2025; Consent Item #11; SR #2504-4519, https://portal.laserfiche.com/Portal/DocView.aspx?id=182832&repo=r-704298fc&searchid=57c29364-e791-4eba- b05b-a0b2abdf9b23
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contractor schedule and sequencing challenges. These delays pushed field construction activities into the 2025 dry season. Additional unforeseen work became necessary, including:
Excavation and backfill to construct pump pads at two additional locations Landfill cap material import and placement after landfill waste discovered during excavations
Replacement of a manhole base deemed structurally unsuitable Modifications to existing manholes to accommodate liner transitions Addressing complications with the bypass pumping system due to higher-than- anticipated flow variability.

Numerous change orders were issued to address these unforeseen conditions. The original contingency of $734,770 is 83% committed as of July 1, 2025.

To complete relining of the last portion of the JIS, the contractor installed a partition plate intended to isolate the wastewater flow at Junction Box #0 (JB-0), a large concrete structure that receives all JIS flows before discharge into the RWQCP. After installation of the partition plate, the contractor uncovered a suspected slab failure at JB-0, which prevented completion of the final pipe lining segment. Additional unforeseen work at JB-0 now required includes:
Isolation and structural evaluation of a critical junction box (JB-0), which was previously inaccessible
Additional temporary bypass rerouting to enable safe inspection of JB-0 and repair This is very significant, impactful work, and based on initial negotiations with the contractor on the change order, staff anticipates the cost being approximately $1,500,000. The contingency usage will go beyond the City’s typical “10% of the construction contract amount” contingency authorization with this work. Staff recommends increasing the contingency by $1,800,000 ($1.5 million estimate plus an additional $300,000 in contingency), bringing the total authorized contingency to $2,534,770, and the total potential contract not-to-exceed amount to $9,882,470.

The recommended increase ensures the project retains flexibility to address potential remaining unknowns that are typical in plant infrastructure work of this scale and complexity.

This increase will ensure sufficient contingency is available to complete all required work safely and in compliance with environmental and regulatory requirements, while also supporting any final change orders through project closeout in fall 2025.

FISCAL/RESOURCE IMPACT
The recommendation in this report will approve an increase to the authorized contract contingency with SAK and authorize one or more change orders to the contract. To fund the increased contingency of $1.8 million, this report recommends a budget amendment to increase the Wastewater Treatment Fund’s Joint Intercepting Sewer Rehabilitation (Phase 1) Item 10
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project (WQ-24000) by $700,000 (there is currently $1.1 million available in the project), from $12.4 million to $13.1 million.

The JIS Project is a cost-shared capital improvement program project among four RWQCP partner agencies, including Mountain View, Palo Alto, Los Altos, and Los Altos Hills. Project costs are allocated based on previously approved partner cost-sharing percentages shown in Table 1 of Attachment B.

Some of the project expenses included in the original total project costs were to cover for work (i.e. bypass pumping) inside the RWQCP and thus these project expenses were allocated to all six partner agencies because the RWQCP continues to use the JIS to convey RWQCP plant-wide internal return flows to the headworks. The additional contingency funds will cover the isolation and structural evaluation of junction box JB-0 and temporary bypass pumping within the RWQCP. Given that all flow from the Partner Agencies passes through JB-0 before entering the treatment plant, this additional cost will be also shared among all six RWQCP partner agencies, per established cost-sharing agreements.

Palo Alto‘s share of these inside-the-RWQCP project expenses is estimated to be approximately 37%, and the other five agencies’ share is approximately 63% based on the volume and strength of wastewater contributions of each partner. Thus Palo Alto‘s share of the increased construction contingency is approximately $666,000 (37%) of the $1.8 million. This 37% share applies only to the additional work located within the RWQCP, where cost-sharing is based on plant flow contributions for all partners.

Final total project cost allocations will be reconciled based on actual construction costs and each agency’s proportional contribution of flow and strength to the RWQCP. Attachment B reflects estimated project not-to-exceed costs by each partner in greater detail. For the full project, including work both inside and outside the RWQCP, Palo Alto’s overall share is approximately $2,744,000, or 24%, reflecting different cost allocation methods based on which portions of the JIS system each agency uses.

STAKEHOLDER ENGAGEMENT
This project is part of the RWQCP’s major capital improvement program funded by Palo Alto and the five additional partner agencies who use the RWQCP for wastewater treatment. The five partner agencies are regularly consulted regarding both the need for and progress of the wastewater treatment capital work. With respect to Palo Alto itself, the open meetings on the budget process serve as the main vehicle for engaging the community on projects and associated rate impacts.

Public communications included on-site signage and detour maps for trail closures in Byxbee Park, as well as updates posted to the City’s Joint Intercepting Sewer Rehabilitation – Phase 1 project webpage. Environmental coordination ensured wildlife-friendly fencing and mitigations during construction.

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Project notices and updates have been shared with the Parks and Recreation Commission and through City newsletters, with staff responding to public inquiries and keeping stakeholders informed throughout key milestones. On February 25, 2025, staff briefed the Parks and Recreation Commission (PRC) on construction progress and on Byxbee Park Western Trail Temporary Closure from 3/30/2025 to 11/30/2025 for the Sewer Pipe Rehabilitation.7 On July 22, 2025, staff provided an update to the PRC during the Departmental Report.

ENVIRONMENTAL REVIEW
Council action on this item is exempt from review under the California Environmental Quality Act (CEQA) under CEQA Guidelines Section 15301, subsection (b) as it involves the repair and maintenance of an existing publicly-owned utility used to provide sewerage treatment services with no expansion on the existing facility.

ATTACHMENTS
Attachment A: Site Map Showing the Pipe Alignment and Project Phases Attachment B: Partner Agencies Cost Share Summary
APPROVED BY:

Brad Eggleston, Director Public Works/City Engineer
7 Parks and Recreation Commission, February 25, 2025; Agenda Item #3; SR# 2502-4115, https://cityofpaloalto.primegov.com/Portal/Meeting?meetingTemplateId=16875 Item 10
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Legend ±Condition Assessment
F i g ur e E xpor t e d : 7 / 2 9 / 2 0 2 0 B y : k b r a d le y U si ng : \ \ w ood a r d c ur r a n. ne t \ sh a r e d \ P r oje c t s\ R M C \ S J \ 0 3 8 - 0 1 4 P a lo A lt o R WQ C P P r og r a m M a na g e m e nt \ B . P r og r a m Ma na g e m e nt \ 7 . O t h e r P r oje c t s\ 7 2 I nc h C ond A sse m t \ C A \ M a ps\ P a loA lt o_7 2 I nc h . m xd P r oje c t # : 0 0 3 8 0 1 4 . 0 1 M a p C r e a t e d : J uly 2 0 2 0 0 0 . 1 0 . 20 . 0 5
M i le s
T h i r d P a r t y G I S D i sc la i m e r : T h i s m a p i s f or r e f e r e nc e a nd g r a ph i c a l pur pose s only a nd sh ould not b e r e li e d upon b y t h i r d pa r t i e s f or a ny le g a l d e c i si ons. A ny r e li a nc e upon t h e m a p or d a t a c ont a i ne d h e r e i n sh a ll b e a t t h e use r s sole r i sk . Data Sources:
! M a nh ole s a nd S t r uc t ur e s Future
Phase 1

REGIONAL

WATER QUALITY

CONTROL PLANT

REGIONAL

WATER QUALITY

CONTROL PLANT
FLOW
FLOW
FIGURE 7: RECOMMENDED PROJECT PRIORITIZATION
21 Palo Alto
Trunk Sewer
Trunk Sewer Interceptor
Attachment A: SITE MAP
This Project
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Attachment A - Site Map Showing the Pipe
Alignment and Project Phases

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Attachment B ‐ Partner Agencies Cost Share Summary for Construction Phase Agency Fixed Cost Share %
Estimated Cost at Time of
Construction Award
in December 2023
Estimated Cost
in June 2025
Current Estimated
Cost
City of Mountain View 62.50% $4,398,734 $4,808,985 $4,808,985 City of Palo Alto 18.24% $1,283,727 $1,403,454 $1,403,454 City of Los Altos 15.00% $1,055,696 $1,154,156 $1,154,156 Town of Los Altos Hills 4.26% $299,818 $327,780 $327,780 Subtotal: 100.00% $7,037,975 $7,694,376 $7,694,376
Agency Estimated Cost Share %*
Estimated Cost at Time of
Construction Award
in December 2023
Estimated Cost
in June 2025
Current Estimated
Cost**
City of Mountain View 39.31% $760,885 $799,365 $1,507,000 City of Palo Alto 36.66% $663,379 $745,477 $1,405,000
City of Los Altos 10.14% $206,393 $206,196 $389,000
Town of Los Altos Hills 1.98% $38,699 $40,263 $76,000
East Palo Alto Sanitary District 5.56% $104,904 $113,062 $213,000 Stanford University 6.35% $122,736 $129,127 $243,000
Subtotal: 100.00% $1,896,996 $2,033,489 $3,833,000
** Includes additional contingency of $1.8 M
Agency Overall Project Cost Share %
Estimated Total Cost at Time
of Construction Award
in December 2023
Estimated Total Cost
in June 2025
Current Estimated
Total Cost
City of Mountain View 54.79% $5,159,619 $5,608,349 $6,316,000 City of Palo Alto 24.36% $1,947,106 $2,148,931 $2,809,000 City of Los Altos 13.39% $1,262,089 $1,360,352 $1,543,000 Town of Los Altos Hills 3.50% $338,516 $368,043 $404,000 East Palo Alto Sanitary District 1.85% $104,904 $113,062 $213,000 Stanford University 2.11% $122,736 $129,127 $243,000
Total, Not‐to‐Exceed: 100.00% $8,934,970 $9,727,865 $11,528,000 * Estimate only based on FY2025 cost share (actual cost share will be determined after project completion based on wastewater flows and strength contributed by each partner in 2024, 2025, and 2026).

Table B‐2: Cost for Bypass Pumping during Construction inside The Plant Table B‐1: Project Costs during Construction (Less Bypass Pumping Inside The Plant) Table B‐3: Not‐to‐Exceed Cost for Partners during Construction (Sum of Table B‐1 and B‐2) Item 10
Attachment B - Partner
Agencies Cost Share
Summary

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: IT Department
Meeting Date: August 11, 2025
Report #:2506-4836
TITLE
Approval of Amendment No. 1 to Contract No. C22182051 with EPI-USE Labs LLC to Increase the Compensation by $939,675 for the City’s AWS Cloud and SAP Basis Support Services and Extending the Term by 12 months to December 31, 2026; CEQA status - exempt under 15061(b)(3).;

RECOMMENDATION
Staff recommends that the City Council approve and authorize the City Manager or designee to execute Amendment No. 1 to Contract No. C22182051 with EPI-USE Labs LLC (Attachment A) to extend the term of the contract by 12 months to December 31, 2026 and adds $854,250 for base services and $85,425 for additional services, for a new total not-to-exceed amount of $3,153,815, for the City’s AWS Cloud and SAP Basis Services over a total term of 4.5 years.

EXECUTIVE SUMMARY
Staff recommend amending the City’s contract with EPI-USE Labs LLC to extend the term by 12 months to December 31, 2026. This amendment supports the City’s ongoing operations in the Amazon Web Services (AWS) cloud environment and SAP system management. The City is simultaneously preparing for the sunset of the current SAP version in 2027. The contract allows for continued hosting, networking, technical SAP Basis services, and as-needed support via task orders. The services will be delivered by EPI-USE Labs LLC, a vendor originally selected through a Request for Proposals (RFP) process completed in June 2022.

BACKGROUND
In May 2021, the City issued an RFP to procure cloud hosting and AWS support services. The selection criteria emphasized vendor ability to support SAP in the AWS environment, staff expertise across domains (infrastructure, networking, security, SAP Basis), pricing breakdowns, and long-term cost considerations including AWS discounts.

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EPI-USE Labs LLC was selected based on their technical expertise, customer references, and competitive pricing. The original three-and-a-half-year contract, approved by City Council on June 20, 2022 (CMR ID #139941), was for an amount not to exceed $2,214,140—covering basic services and contingency funding for additional services through task orders.

ANALYSIS
This contract term will be extended by 12 months to December 31, 2026. This extension is strategically aligned with the City’s timeframe to address the end of support of the current SAP version by January 2027. Extending this contract ensures continuity of services and mitigates the risk of service disruption. EPI-USE Labs LLC will continue to provide:
AWS account and infrastructure management,
Cloud hosting and network operations support,
Ongoing SAP Basis administration (monitoring, performance tuning, patching, etc.), On-demand, ad-hoc technical/functional support via City-issued task orders.

AWS usage fees are passed through directly to the City, billed based on actual consumption at AWS’s published list prices. If actual usage costs are below projections, the City benefits from those savings. This amendment is necessary to avoid service gaps in 2026 and to ensure continuity as the City begins planning for SAP modernization as the current version approaches the scheduled end of life as reported by SAP of January 2027.

FISCAL/RESOURCE IMPACT
Funding for this contact was appropriated in the Information Technology Fund as part of the FY 2026 Adopted Budget as part of the annual operating expenses to support enterprise resource program (ERP) system operations; no additional funding is requested.

Funding for subsequent years of the contract will be subject to approval through the annual budget development process. The Information Technology Department (ITD) is funded by an internal service fund. Approximately 49% of ITD is General Fund funded with the remaining 51% funded by other fund types across the City including enterprise and special revenue funds.

STAKEHOLDER ENGAGEMENT
ITD worked with the vendor and city staff throughout the development of this contract amendment. Coordination efforts focused on reviewing the proposed scope of services, pricing, and timing.
1 Archived June 20, 2022 City Council Staff Report: https://www.paloalto.gov/City-Hall/City-Council/Council- Agendas-Minutes
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ENVIRONMENTAL REVIEW
The approval of this contract amendment is exempt from review under the California Environmental Quality Act (CEQA) under CEQA Guidelines section 15061(c)(3).

ATTACHMENTS
Attachment A: EPI-USE Labs Contract, C22182051 Amendment No. 1 APPROVED BY:

Darren Numoto, Chief Information Officer
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AMENDMENT NO.1 TO CONTRACT NO. C22182051

BETWEEN THE CITY OF PALO ALTO AND EPI-USE LABS, LLC

This Amendment No. 1 (this “Amendment”) to Contract No. C22182051 (the “Contract” as defined below) is entered into as of August 1, 2025 by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and EPI-USE LABS, LLC , a Wyoming limited liability company , located at 1155 Perimeter Center West, Ste 1100, Atlanta, GA 30338 (“CONSULTANT”). CITY and CONTRACTOR are referred to collectively as the “Parties” in this Amendment.

R E C I T A L S

A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of Hosting Services in AWS (Amazon Web Services) Cloud and SAP Basis Support Services for the CITY’s ERP system, as detailed therein.

B. The Parties now wish to amend the Contract in order to extend the term for a 1- year extension, changing the expiration term date of this Amendment from December 31, 2025 to December 31, 2026; and increase compensation by $939,675, changing a total not to exceed amount from $2,214,140 to $3,153,815.

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

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

a. Contract. The term “Contract” shall mean Contract No. C22182051 between CONSULTANT and CITY, dated June 21, 2022.

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

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

“The term of this Agreement shall be from the date of its full execution through December 31, 2026, unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.

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

“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 Docusign Envelope ID: ED1CBE7F-8D59-424C-ABDD-289D79D7B4A3 Item 11
Attachment A - EPI-USE
Labs Contract, C22182051
Amendment No. 1

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Two Million Eight Hundred Sixty Eight Thousand Three Hundred Ninety Dollars ($2,868,390.00).

The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.

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

In addition to the not -to-exceed compensation specified above, CITY has set aside the not -to- exceed compensation amount of Two Hundred Eighty Five Thousand Dollars ($285,425.00) 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 Three Million One Hundred Fifty Three Thousand Eight Hundred Fifteen Dollars ($3,153,815.00), as detailed in Exhibit C.

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

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

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

SECTION 4. Section 19. “TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES ” of the Contract is hereby amended to read as follows:

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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 thirty (30) days prior written notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided under this Agreement or at law, the City Manager may terminate this Agreement sooner upon written notice of termination. Upon receipt of any notice of suspension or termination, CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination.

19.2. In event of suspension or termination, CONSULTANT will deliver to the City Manager on or before the effective date in the notice of suspension or termination, any and all work product, as detailed in Section 14 (Intellectual Property; Data), 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 (Intellectual Property; Data).

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

SECTION 5. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference:

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

b. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE”, AMENDED, REPLACES PREVIOUS.

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

SECTION 6. 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.

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SECTION 7. Incorporation of Recitals . The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference.

(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)

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SIGNATURES OF THE PARTIES

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

CITY OF PALO ALTO

City Manager)

APPROVED AS TO FORM:

City Attorney or Designee
(Contract over $25k)

EPI-USE LABS, LLC

Officer 1
By:

Name:

Title:

Officer 2 (Required for Corp. or LLC)

By:

Name:

Title:

Attachments:
▪ EXHIBIT A – SCOPE OF SERVICES, AMENDMENT NO.1 (AMENDED, REPLACES PREVIOUS) ▪ EXHIBIT B – SCHEDULE OF PERFORMANCE, AMENDMENT NO.1 (AMENDED, REPLACES

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

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Lyall Hinton
Kevin Mukheibir
Global TechOps Lead
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EXHIBIT A
SCOPE OF SERVICES, AMENDMENT NO.1
(AMENDED, REPLACES PREVIOUS)

The CONSULTANT will provide Hosting Services in AWS Cloud and SAP Basis Support Services for the City’s ERP system, including the Services detailed below in this Exhibit A, entitled “SCOPE OF SERVICES.”

SCOPE OF SERVICES – OVERVIEW

This scope of services overview summarizes at a high level the Services to be provided, broken out into Tasks 1-5, which carry over to Exhibit B (Schedule of Performance) and Exhibit C (Compensation). Following this overview, the scope of services is provided in greater detail.

A. (TASK 1) Transfer to CONSULTANT the CITY’s existing Amazon Web Services (AWS) hosting account in AWS cloud, Amendment No.1 (Completed) CONSULTANT will transfer to CONSULTANT the CITY’s existing Amazon Web Services (AWS) hosting account for the CITY’s ERP system including but not limited to the following activities:
(1) Perform account transfer process in AWS cloud to CONSULTANT from CITY’s current third-party provider to enable the CONSULTANT to assume hosting and management and other services as detailed in this Agreement.

B. (TASK 2) Maintain account with AWS for hosting City’s infrastructure CONSULTANT will maintain the CITY’s account with AWS for hosting the CITY’s ERP system, including but not limited to the following account activities:
(1) Pay annual hosting fees to AWS for maintaining City’s infrastructure.

C. (TASK 3) Perform hosting and networking maintenance services CONSULTANT will provide hosting and maintenance services including but not limited to the following:
(1) Ensure uptime and security of all SAP related servers. (2) Offer Operating System support (SUSE Linux and Windows) on an as needed basis. (3) Offer Networking support on an as needed basis (e.g. opening of firewall ports, etc.). (4) Share AWS pricing details (including AWS billing invoices per month) for all hosted AWS services and help City realize any pricing discounts as and when offered by AWS.
(5) Share Cloudwatch report on a monthly basis and latest resource consumption. (6) Share AWS hosting bill on a monthly basis.
(7) Manage and configure firewall in AWS for Direct Connect and Internet access from AWS.
(8) Manage and configure Site to Site and Client to Site VPN for AWS access. (9) Ensure designated City staff members have full read access to the AWS administrator console for auditing and troubleshooting purposes.
(10) Help with Security Penetration testing services as and when requested.

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(11) Provide documentation and cross-training to City’s Operations staff as requested.

D. (TASK 4) Perform SAP Basis Services
CONSULTANT will provide SAP Basis Services including but not limited to the following:
(1) Ensure all SAP systems are available in AWS cloud and performing as per SLA. (2) Perform backups regularly [Server level and Database level]. (3) Restore servers and/or databases when necessary [All SAP servers are running on HANA database; one interface application servers are running on MySQL]. (4) Apply SAP Kernel patches as necessary [Once a quarter or six months]. (5) Apply Database patches as necessary [Once a year or so]. (6) Apply SAP HR legal patches and other required support packs/stacks as necessary [Usually once a year].
(7) Monitor SAP applications and resources using SAP Solution Manager [Solution Manager is already configured].
(8) Help with performance tuning of SAP application and/or databases. (9) Provide documentation and cross-training to City’s Basis staff as requested. (10) Provide access to City’s Basis staff at OS and Database level as needed basis and consider them as an extension to your own Basis team.
(11) Share resumes of all potential Basis resources that support City’s SAP environment.

E. (TASK 5 – Additional Services) Perform ad-hoc services on as needed requests that are not covered in the Scope of Services. These services constitute Additional Services under Section 4 (Not to Exceed Compensation) of this Agreement, implemented pursuant to City- approved Task Order as detailed in Section 4. Examples of such Additional Services include without limitation:
(1) Perform ad-hoc (Additional Services per Section 4) hosting and networking services such as enabling additional AWS services, building new application and/or database servers that are not included in the Scope of Services.
(2) Perform ad-hoc (Additional Services per Section 4) Basis services such as installation and configuration of new SAP applications and SAP HANA databases that are not included in the Scope of Services.
(3) Perform other ad hoc (Additional Services per Section 4) services that are not included in the Scope of Services as may be requested by CITY.
(4) Any Managed Services specifically requested by the City of Palo Alto outside normal business hours (except for P1 incidents and in-scope Managed Services production system work).

(THIS SCOPE OF SERVICES IS CONTINUED ON THE NEXT PAGE.)

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SCOPE OF SERVICES – IN DETAIL

1. Key Contacts
CONSULTANT’s Key Contacts for this Agreement are as follows below. Day-to-day communications regarding implementation of the Agreement are to be directed to the appropriate Key Contact, as detailed in Section 13 (Project Management) of the Agreement.

Account Manager:

Lyall Hinton
Americas Services
+1 415 343 5368
[email protected]

Basis Service Delivery Manager:

Arno Groenewald
Service Delivery Manager
+1 404 528 4347
[email protected]

AWS (Cloud) Service Delivery Manager:

Sethu Manuel
Service Delivery Manager
+91 949 682 4501
[email protected]

Address:

2002 Summit Blvd,
#300 Atlanta,
Georgia 30319

2. Managed Services Overview
The purpose of this Scope of Services is to communicate the objectives, deliverables, and activities to carry out this Scope of Services for the provision of AWS Cloud and SAP Basis Support Services (also referred to herein as the “Managed Services”) for the City’s SAP systems, as defined in Section 14 (Intellectual Property; Data) of this Agreement.

The City SAP landscape is used to deliver business critical functions, and it is pivotal that these systems remain reliable and accurate. The Managed Services delivery model is core in supporting such services, which include:
• Cloud services (AWS), which include platform and infrastructure services. • Security services providing network and application security protocols to secure and protect valuable personal and City-specific information.

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• Basis services with specialized SAP platform maintenance services.

By using EPI-USE developed IP and products, the automated software applications provide the Managed Services team with the ability to proactively monitor, alert and resolve issues before they can cause delays to business-critical functions.

The service delivery framework is made possible with a variety of tasks occurring during a calendar year ranging from daily, weekly, monthly, quarterly, bi-annually, and annual activities. A mixture of run-the- services, proactive support, advisory services, and a centralized ticketing environment ensures this continuity can be achieved. These activities form part of the overall Managed Services solution provided to the City.

To highlight a few:
• 24/7 support, as remote services.
• Daily checks, monitoring, alerts, proactive maintenance and housekeeping. • Incident management.
• Service level agreement (SLA) tracking.
• Operating system, database and SAP system support packs and patching. • System refreshes to non-production systems; and
• Client Central for document repository.

To carry out this service, EPI-USE Labs will have the responsibility to determine and manage all qualified and skilled resources used to provide the solution as a service to the City. EPI-USE shall provide the City with Managed Services as outlined in this Scope of Services. On completion of a transition and onboarding period, EPI-USE will commence with the Managed Services offering.

Figure 1:EPI-USE Labs Managed Services Scope of Services for the City

3. Operating Model
EPI-USE Managed Services
Application Managed Services
Basis Managed Services
Security Managed Services
AWS Managed Services
Continuous
Improvement
Upgrades
Patches
Monitor
SLA
Resolve
Advisory
Self-Service
EPI-USE IP (Process, Product, People) as a Foundation
Technical Managed Services
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The EPI-USE Managed Services offering provides basis and platform solution coverage across the SAP areas as depicted in Figure 1. The operating model centers around allocating a dedicated single point of contact (SPOC – Service Delivery Managers) per area (Cloud and Basis) to ensure continuity in communication and solution delivery standards. The team structure will consist of a variety of lead functions to manage architecture, risk, basis, and platform streams. Additionally, the team has been structured in an agile manner, ensuring the required delivery capability is readily available through peak periods.

To ensure continuity with minimal impact, the Managed Services team members will be selected from the large pool of EPI-USE Labs consultants who will become familiar with the City processes and systems.

Some of the main priorities of the Managed Services model will be on monitoring, housekeeping and incident management, governed by Service Level Agreements (SLAs). Incidents, changes, and requests will be raised by CITY with EPI-USE Labs via the EPI-USE ticketing system, Client Central.

The EPI-USE Support team will assess incidents quickly and recommend approaches to incident resolution or propose changes to the system.

Standby and after-hours support will be provided for production system emergencies and tasks that cannot be executed during normal business hours. An outline of Roles and Responsibilities is outlined in Addendum B, as some activities will be carried out by the City’s internal basis team as detailed therein. Furthermore, SAP basis administration on the Sandbox will be carried out by the City’s internal team, while at the same time, EPI-USE Labs will encourage knowledge transfer activities to the City’s internal Basis team.

3.1 Service Operating hours
Normal service operating hours relating to normal business hours is detailed below. This excludes US federal holidays.

Monday to Friday: 08:00 to 17:00 US Pacific Time

3.2 Governance
The governance structure for EPI-USE’s service delivery will include all stakeholders from EPI-USE and City’s IT department (or other staff as needed) in the service delivery model, along with an escalation process, which will be part of the Managed Services engagement itself. Monthly service review meetings (also referred to as steering committee meetings) will be held to monitor and share information about service delivery, for example, about performance, tickets, incidents, and the status of responses to incidents. The three escalation levels are as follows:
• Level 1 – Service Manager (also referred to as Service Delivery Manager) • Level 2 – Account Executive; and
• Level 3 – Executive Sponsor.

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The Service Delivery Manager will resolve most escalations as that role encompasses an overview of all the activities for the City under this Agreement. Issues the Service Delivery Manager cannot resolve will be referred up the escalation structure for resolution at a higher level.

The Service Delivery Manager will be the owner of the monthly service reviews and sit on the steering committee for monthly service reviews. Any additional scope (also referred to herein as Additional Services per Section 4 of this Agreement) items to this Agreement will be outlined and a way forward will be discussed in these meetings, to be implemented in accordance with the provisions of this Agreement, for example, pursuant to a Task Order per Section 4 or a contract amendment per Section

29.4. 3.2.1 Governance and Review reporting
The following reports will be provided at the monthly service review meeting, or when required:
• Platform performance metrics.
• End-user response times and trends.
• Network statistics.
• CPU performance.
• System uptime.
• Incident SLA reports.
• Total number of tickets handled (both AWS- and SAP-related) • Storage and usage.
• Backup/DR reporting; and
• AV reporting.

3.3 Service Levels (or “Service Level Agreements” or “SLAs”) EPI-USE will adhere to the Service Levels detailed below, providing timely resolution of incidents and technical issues, and ensuring that the City’s SAP enterprise resource planning (ERP) system continues to deliver efficient services to the City’ business units. A Service Level may also be referred to herein as a “Service Level Agreement” or “SLA”.

Figure 2:Service Levels (SLA)
Px Definition
Response
time after
Notification
Provide
Solution
Time
Target
Resolution
Time
Escalation Path
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P1
Emergency:
• Entire organization is
affected.
• Core business process
cannot be carried out.
• Security violation.
1 hour 4 hours 1 day
Resolution > 1 day
Escalation path:

Email to Service
Manager (1st),
Account Executive
(2nd).

P2
Critical:
• Multiple users or
departments are
directly affected.
• Incident has serious
impact on critical tasks
and no workaround is
available.
• Customer affected.
4 hours 1 day 3 days
Resolution > 2 days
Escalation path:

Email to Service
Manager (1st),
Account Executive
(2nd).

P3
High:
• System cannot
function as designed or
installed.
• Small group of users
are directly affected.
• Compliance timeline is
affected.
1 day 3 days
Requires
resource
estimation,
City's
approval,
prioritization,
and
scheduling

P4
Medium:
• Small number of users
are affected.
• Isolated incident.
• Degraded performance
and/or is difficult to
use.
5 days 2-3
weeks
Requires
resource
estimation,
City's
approval,
prioritization,
and
scheduling

P5
Low:
• User requests general
information, service, or
consultation.
• Cosmetic
enhancements.
• Report enhancements.
5 days 4-6
weeks
Requires
resource
estimation,
City's
approval,
prioritization
and
scheduling

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* P2-P5 tickets are subject to core business working hours and exclude out-of-hours, weekends, and public holidays, unless by mutual agreement.

3.3.1 System Availability Service Levels
System availability is defined as the availability of any SAP Service. EPI-USE Labs considers a system available, if it can operate the system within the bounds of the services EPI-USE Labs provides.

Table 1: System Availability
System availability (uptime)
Landscape Uptime*
Production 99.5%
Non-Production 99.0%
*Measurement of uptime excludes maintenance windows and other planned downtimes.

System Availability percentage is calculated as follows:

System Availability Percentage = Total Minutes in the Month − Downtime Total Minutes in the Month ∗ 100

System Availability (“SA”) determines the minimum system uptime commitment.

Downtime excludes Total Minutes in the Month attributable to:
• Scheduled downtime during a regular maintenance window. • Any other scheduled downtime, which the City has been notified of at least five business working days prior to such scheduled downtime; or
• Unavailability caused by factors outside of the Supplier’s reasonable control, such as unpredictable and unforeseeable events that could not have been avoided, even if reasonable care had been exercised.

Regular Maintenance
EPI-USE Labs would preferably like to set a weekly maintenance window for system and infrastructure. During this time, the City should not expect system uptime (downtimes are not SLA relevant) and should not schedule any jobs or processes. The window can be pre-agreed on prior to contract start. All maintenance downtimes (regular or irregular) will be pre-arranged and pre- approved via the change process.

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Irregular Maintenance
It is possible that certain intensive maintenance activities may not be possible to achieve within the regular maintenance window. In the case of a longer than regular outage, the supplier will provide five days’ advance notice and work with the City to find a time window that is most suitable for the City users.

Maintenance exceptions
While EPI-USE will endeavor to accommodate occasional requests for exceptions to these maintenance windows, EPI-USE cannot guarantee that exceptions can be accommodated. The shared nature of many data center facilities dictates certain maintenance requirements. In the case of urgent hardware replacement or security fixes that could otherwise negatively impact the City, as well as the ability of EPI-USE Labs to meet SLA commitments to the City, such changes to maintenance schedules may not always be possible. EPI-USE will consult with the City in the event of these exceptions.

3.3.2 Disaster Recovery Service Levels
A disaster recovery service is applicable to all the production virtual machines. Networking is designed to have a fast recovery time, but in the event of a physical network connectivity failure, the recovery of the production virtual machines can be a manual process. EPI-USE will recover the virtual machines, from replicated backups from the disaster recovery data center. The service levels below are based on the backup and recovery of the SAP systems in the event of a disaster.

Table 2: Disaster Recovery RTO and RPO
Disaster Recovery
Scope Time
RTO Production servers 24 hours
RPO Production servers 24 Hours

The recovery time objective (RTO) is the time it will take to recover to the recovery point objective (RPO). The RPO is the point in the past to which the supplier will recover the system.

3.3.3 Backup Frequency and Retention Levels
Backups are broken down into three sections:
• Virtual machine.
• File level; and
• Database.

Below is a summary of the retention policy.

Table 3: Backup and Retention
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Backup and Retention policy
Object Frequency Level Landscape Retention Period
Virtual machine (with
Database) Daily Full All 30 days
Virtual machine (with
Database) Monthly Full All 12 months
Virtual machine (with
Database) Yearly Full All 3 years (contract
period)

Database backups require the use of the database integration agent that is provided with the backup environment. EPI-USE Labs utilizes a snapshot of the virtual machine, complete with database, which will be taken and retained.

3.4 Managed Services - SAP Systems Inventory
EPI-USE Labs will provide the SAP Service platform in AWS utilizing a virtualized environment as specified below:
• Primary data center location: AWS US-WEST (Oregon)
• The supported City SAP Landscape servers in scope, which will form part of the Managed Services component, are listed in Addendum A: Managed Services SAP Systems Inventory. • Database: HANA; and
• Operating System: Linux, Windows.

Connectivity: The hosted landscape will be accessible over an encrypted point-to-point IPSec terminating on the City’s vWAN hub in AWS and from there into the City environment.

4. Platform (AWS) Managed Services Scope
EPI-USE will deliver a flexible Cloud Managed Service to help the City get the most out of the AWS platform, containing costs and managing complexity.

EPI-USE will be the single provider and administrator to help reduce subscription spend and increase the operational efficiency and effectiveness of the SAP landscape in the cloud.

4.1 Maintain account with AWS
EPI-USE will maintain the AWS account for the City’s AWS infrastructure. EPI-USE will also take care of paying the AWS fees on an annual or monthly basis and charge these fees back to the City at AWS Docusign Envelope ID: ED1CBE7F-8D59-424C-ABDD-289D79D7B4A3 Item 11
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list prices. The exact AWS fees payable will only be available after EPI-USE reviews the services and associated costs in the City’s AWS account. EPI-USE will conduct a Well-Architected Review that includes a full assessment of the City’s AWS spend.

4.2 AWS Platform Support Services
The AWS platform administration will include:
• Subscription and tenancy administration.
• Resource group administration.
• Networking services administration.
• Virtual machine administration.
• Storage administration.
• Connectivity administration from AWS to the City network edge; • Platform, connectivity, monitoring and alerting
• Security configuration and administration; and
• Backup and disaster recovery administration.

4.3 Operating System Support Services
The service supporting operating systems administration will include:
• Monitoring the operating system.
• Improving system performance
• Operating system administration
• Capacity planning and monitoring
• Operating system patch management
• Antivirus management
• Backup and restore management
• Disaster recovery workload management and testing; and • General fault and configuration of operating system.

4.4 Deliverables and Frequency
Table 4 refers to the summary deliverable and frequency of platform services.

Table 4: Platform as a Service
Service Area Deliverable Frequency
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Cloud Services (Platform) Service desk (Client Central) Daily Incident management Daily
Change management (formal change
approval) Weekly
Request management (small change with no
approval) Daily
Problem management (RCA) Daily
Service level management Monthly
Event management Daily
Platform Housekeeping and monitoring Daily

Governance reporting:

Performance metrics.

End-user response times and trends.

Network statistics.

CPU performance.

Backup compliance.

AV compliance.

Vulnerability scanning (Quarterly).

Penetration testing (Annually).

Monthly

4.5 EPI-USE’s AWS Access
There are two operating modes within AWS Organizations: Consolidated Billing and All Features.

All Features will be enabled. The City’s usage and invoices are made available to EPI-USE, and EPI- USE will have full control over what the City’s End Customer Accounts can do in accordance with this Agreement including but not limited to Exhibit G (Addendum – Supplemental Terms – AWS Solution Provider Program for End Customers). Additionally, through AWS Single Sign-On integration with AWS Organizations, EPI-USE will also have access to Client Content. EPI-USE will provide access to their Program Management Account to the City and will work with the City to use only IAM to access the Program Management Account. Further, EPI-USE may choose to restrict its access to the Program Management Account via its root user credentials, by working with the City to implement multi-factor authentication and giving City sole control over one of the factors required for authentication. To access a copy of the AWS Organizations user guide, visit Docusign Envelope ID: ED1CBE7F-8D59-424C-ABDD-289D79D7B4A3 Item 11
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https://docs.aws.amazon.com/organizations/latest/userguide/orgs_introduction.html (or any successor or related location designated by AWS, as may be updated by AWS from time to time).

4.6 AWS Support
In managing the City’s AWS account, EPI-USE will register the City for the support type the City has selected below and will include the City as a named support contact. The City’s named support contact person will be determined during the onboarding process, and, as needed thereafter, may be changed by written notice to EPI-USE from the City’s Project Manager or Chief Information Officer.

The City hereby selects the continued use of AWS Business Support for the performance of this Agreement. Signing this Agreement provides written confirmation of this selection.

4.7 [RESERVED]

5. Security Managed Services Scope
EPI-USE Labs will maintain ISO 27001 certification and on an annual basis an SSAE16-SOC 2 report, or their equivalent can be made available to the City on request. EPI-USE will handle the City data according to its information classification and handling standards. The City information is classified as Confidential and appropriate information handling, human resources and technical security measures are in place to reduce the risk of accidental or malicious information disclosure. EPI-USE have adopted the ISO 27001 information security framework, which governs all aspects of information security. EPI- USE have been certified as ISO 27001 compliant by external, accredited auditors.

5.1 Data and Security
EPI-USE Labs uses reasonable security technologies in providing the services. EPI-USE Labs will implement technical and organizational measures to secure personal data processed in the services, in accordance with applicable data protection laws.

The City is responsible for the City data and entering it into the SAP cloud systems.

EPI-USE will be connecting to the City’s AWS environment in two ways and both these processes are transparent as they are logged in detail.
• SSM method through AWS web console. With this method, the complete access is logged by AWS itself and city will have access to these log entries from the AWS console. • Through Openvpn, managed by EPI-USE. The Openvpn server logs these entries in great detail, which may be accessed through the Openvpn server admin web panel. Both services provide the City with complete access to the log records of connected users.

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Security responsibilities – Table 5 specifies which of the parties are responsible for the various security areas.

Table 5: Security Responsibilities
Security Area EPI-USE
Responsible City Responsible
Firewall on AWS platform X
Intrusion Detection System on AWS platform X
Virtual Private Connection on AWS platform X
Virtual Private Connection at the City site X
Virtual Private Connection on end user devices X
Access Control and User Management on Operating
System X
Access Control and User Management on Database X
Application Access Control and User Management on
SAP X
Patch Management on Operating System X
Infrastructure/Database Access Control and User
Management X
Internal Vulnerability Scanning X
Manage AWS Security Services (Security Hub,
Guardduty, Inspector etc..) X

6. Basis Managed Services Scope
EPI-USE Labs will be responsible for SAP Basis Managed Services for the SAP landscape. The following services are included.

6.1 Daily Checks and Housekeeping
The purpose is to check and maintain to be proactive should any incident or requests arise.

Housekeeping will constitute preventative proactive management and various automation activities will be carried out where applicable. EPI-USE Labs will enable the City to have visibility of critical systems with the use of EPI-USE Labs software or 3rd party software, if required. EPI-USE Labs will carry out these tasks once either daily, weekly, or monthly and the check sheets/reports will be made Docusign Envelope ID: ED1CBE7F-8D59-424C-ABDD-289D79D7B4A3 Item 11
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available to the City on the Client Central Workspace. Where possible, these tasks will be carried out automatically with the use of EPI-USE Labs or 3rd party software.

6.2 Monitoring and Alerts
EPI-USE Labs will monitor all hosted systems and alert on critical events, using EPI-USE Labs and/or third-party software. A critical event is defined as:
• SAP production outage which influences critical business functions.

For critical events, EPI-USE will be alerted (via a paging system to the standby team) of the defined critical event, triggering an automated P1 incident entry in Client Central. This in turn will, initiate the P1 incident response procedure.

The P1 response procedure in client central will add the applicable the City system owners (Defined in Client Central) as watchers to the ticket, which will in turn send an email to all watchers every time new information is added or changed to this P1 ticket. Response times and resolution times will adhere to the defined SLA times.

A contact list will be generated for contacting business unit owners (including a backup resource). This will be used to drive any communication via Client Central tickets that would arise during an outage or serious issue.

6.3 SAP Basis Landscape Advisory
EPI-USE will provide SAP landscape advisory services on an ongoing basis. These recommendations will be discussed in the monthly review meetings. This advisory service will pertain to SAP performance enhancements and short, medium, and long-term SAP landscape roadmap guidance. The following are:
• Advice on end of SAP support on SAP versions.
• Advice on target SAP versions available.
• Advice on target SAP kernel.
• Advice on target enhancement pack.
• Advice on latest database version.
• Advice on capacity planning.
• Proactive Basis process and setup improvements
• Large HANA database tables in production; and
• HANA Database sizes/growth.

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6.4 Support Pack updates
This function is deemed part-and-parcel of the SAP Basis managed services. EPI-USE Labs will apply the following:
• Database patches annually
• SAP Kernel updates bi-annually
• Security patches, where deemed necessary and as required • SAP service packs annually
• SAP HR legal patches annually
• SAP Notes on request
Major software (OS, DB, Application) release upgrades e.g. a full release upgrade and EHPs are excluded from the scope of work and will be handled as separate projects. Functional and application testing will not form part of the scope of these upgrades and is limited to the technical application.

6.5 System Refreshes (as-needed, upon request)
EPI-USE will help launch the CITY’s separately contracted-for Libelle system refresh tool once per quarter, as a part of the support services. Once launched, the City staff will complete the system refresh operation. SAP system client copies, using the standard SAP tools, are included under the support services.

To implement any additions to this Scope of Services, a Task Order for Additional Services pursuant to Section 4 (Not to Exceed Compensation) will be used. As detailed in Section 13 (Addendum C:

Change Request Form) below, a Change Request Form (shown in Addendum C) may only be used pursuant to Section 4 (Not to Exceed Compensation) of this Agreement, regarding Additional Services, as an Attachment A (Scope of Work) to an approved Task Order as detailed in Section 4.

6.6 Deliverables and Frequency
Table 6 refers to the summary deliverable and frequency of Basis Managed Services.

Table 6: Basis as a Service Deliverables
Service Area Deliverable Frequency
Basis Services Service desk (Client Central) Daily
Incident management Daily
Change management (formal change
approval) Weekly
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Request management (small change with
no approval) Daily
Problem management (RCA) Daily
Service level management Monthly
Event management Daily
Patches Annual
Basis Housekeeping and monitoring Daily

Governance reporting:

System uptime.

Incident SLA reports.

Performance metrics.

Storage and usage.

Monthly

6.7 Excluded from Scope
The following tasks are specifically excluded from the Scope of Services of this Agreement and, if desired, would need to be implemented via a Task Order as Additional Services pursuant to Section 4 (Not to Exceed Amount), or via contract amendment pursuant to Section 29.4, of this Agreement:
• Major SAP NetWeaver release upgrades.
• User access management, SAP Authorizations and Roles. • Although the technical transport management function is part of the responsibility of EPI-USE Labs, the change management process and approval of changes will remain the responsibility of the City.
• End user device support is excluded (e.g., printers, desktops, SAP GUI) • Additional SAP NetWeaver application implementations and the support of these environments after implementation.
• All other services outside the current SAP landscape.

6.8 General Assumptions
• Business days are Mondays to Fridays excluding federal holidays • Business hours are between 8AM and 5PM (PST)
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• Measurement of service levels is suspended for the time that an incident is under the responsibility of the City or any third party or EPI-USE Labs • EPI-USE Labs will assign a Service Delivery Manager to the City who will be responsible for all support- related issues
• If standby is required for P2 to P4 incidents outside of business hours, the City can request this before the time
• After-hours work should be limited to 10 (ten) hours per month, excluding work for P1 incident
• All requests for after-hours support must be submitted 48 hours in advance. These requests must be directed to the applicable Service Delivery Manager • All service requests must be submitted in ticket form, regardless of verbal or email agreements. SLA’s are measured based on tickets only.

7. On-boarding, Transfer and Transitioning, Amendment
No.1 (Completed)
The transition and handover phase will be critical to the success of our support service. The onboarding process starts with the handover between the EPI-USE team and the City team of the existing SAP systems, AWS platform and AWS account. This phase should commence in the month prior to the actual ongoing Managed Services engagement commencing. Service transition will be crucial to ensuring that EPI-USE has a good understanding of:
• City’s latest system platform, landscape, and configuration • to transfer the existing AWS Account and billing responsibility to EPI-USE • the organization and how it operates
• the internal support team’s skills and capabilities
• other vendors that provide support (EPI-USE will require information) • any outstanding and open tickets.

By assessing these elements of the current support service, EPI-USE will be better placed to advise on service management processes, transition steps, and knowledge transfer requirements as part of the transition phase.

Transition activities will include the review of documentation, facilitated workshops with the City, and system familiarization.

The transition phase consists of three main areas: Assessment (information gathering), Design and Setup, and Handover, as further detailed below.

Assessment (information gathering)
During this phase, EPI-USE will spend time reviewing:
• all documentation (including but not limited to functional, technical, and business process documentation)
• the platform, landscape setup and configuration
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• to transfer the existing AWS Account, and this will entail:
o EPI-USE have root access to the AWS account
o The AWS account has been un-linked from the incumbent outgoing provider’s AWS Master Payer account (if applicable)
o EPI-USE’s payment method has been updated in the account o An AWS support plan has been agreed for the AWS account • the current status of outstanding incidents and service requests • skills of the internal support and IT teams
• current support procedures (incident management, change management).

Design and Setup
Given sufficient information, EPI-USE will start designing the support service to be delivered from the start of the contract including:
• Adjusting the support methodology and processes to fit the City’s requirements. This will be done in collaboration with the City.
• Aligning with the City’s incident and change management processes and introducing and knowledge transfer of Client Central.
• Discussing and designing a skills’ matrix and recommending a knowledge transfer plan. • Assessing the gap – if any – in levels of documentation required (for business processes, configuration, and system landscape) and agreeing to an approach to fill this gap. • Agreeing on an approach to handover from the incumbent outgoing provider, ensuring that all outstanding incidents and service requests are addressed.

Handover
Handover to EPI-USE Labs is the last transition phase. EPI-USE will start to take on some elements of the support contract while allowing the outgoing supplier to close existing incidents and service requests. Normally, EPI-USE would recommend a period of joint operation when EPI-USE takes responsibility for the resolution of new issues. This transition period with the incumbent outgoing provider can be up to two weeks. The Design and Setup phase normally ensures that the responsibilities for all parties are clearly agreed and that all parties, including the incumbent outgoing provider, are in agreement with the approach. This is important to ensure continuity of service for the City.

The three-stage process is applied in conjunction with the fundamental principle of People, Process and Technology, which forms the foundation for successful service management. In order to transition smoothly from the City’s incumbent outgoing provider to EPI-USE, all three key areas need to be carefully considered as part of the transition planning.

8. Ad-hoc Services (as needed, upon request)
Perform ad-hoc services on as-needed requests that are not covered in the Scope of Services. These services constitute Additional Services under Section 4 (Not to Exceed Compensation) of this Docusign Envelope ID: ED1CBE7F-8D59-424C-ABDD-289D79D7B4A3 Item 11
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Agreement, implemented pursuant to City-approved Task Order as detailed in Section 4. Examples of such Additional Services include without limitation:
(1) Perform ad-hoc (Additional Services per Section 4) hosting and networking services such as enabling additional AWS services, building new application and/or database servers that are not included in the Scope of Services.
(2) Perform ad-hoc (Additional Services per Section 4) Basis services such as installation and configuration of new SAP applications and SAP HANA databases that are not included in the Scope of Services.
(3) Perform other ad hoc (Additional Services per Section 4) services that are not included in the Scope of Services as may be requested by CITY.
(4) Any Managed Services specifically requested by the City of Palo Alto outside normal business hours (except for P1 incidents and in-scope Managed Services production system work).

9. Client Central Service Desk
Client Central will be utilized as a service desk for the Managed Services support, with Client Central user and role management included. Further to the service desk (ticketing) offering, a knowledge base and downloads area will be allocated in the workspace for various shared documents and artefacts for e.g., platform information, technical documents, functional documents, how-to, solution suggestions, recorded video trainings and suggestions.

9.1 Service Desk Ticketing
Standard features included:
• Ticket feature to record all incidents, changes or activity with the date and time of change as well as the person responsible for the change.
• Attachments can be added to each ticket. This is stored on the ticket itself (unless removed) and is separate from the downloads mentioned above.
• The ticket records and displays the response and resolution time on the ticket, in relation to the defined SLA.
• Buttons are used to drive the workflow on a ticket and change it from one state to another, e.g., in progress, awaiting info or completed. They can be configured to require a comment or to simply progress the workflow. Buttons can be colored as required to highlight the purpose of the button (e.g., green for approval).
• States in a workflow have the following qualities:
o The name can be defined as required.
o The color can be used to better show the purpose of the status (e.g., green for approved). o The status can either be open (SLA is counting), waiting (SLA is paused, someone is waiting for feedback) or closed (the SLA has been stopped and ticket has been resolved).

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• Tickets can be linked to each other to quickly navigate between relevant tickets. • Tickets can be filtered based on any of the fields in the ticket, assignee, status, SLA compliance, date updated, and status. This helps to easily find and report on individual tickets. • Big scale reporting can also be done on any of the above-mentioned factors. City can use the information to build graphs in Client Central to display specific data visually. • Custom filters can be built so that reports can be saved and reused as required

9.2 Ticket Type and Description
• Incidents: Incidents happening in the landscape that interrupts daily operation. Typically logged by the City’s users.
• Change request: Scheduled changes, usually preceded by a Service request. A single change request documents the changes made (as specified in a service request) per individual landscape tier as the date and time of each change is different. This results in one Service request and multiple change requests connected to it. • Service requests: non-incidents (typically) logged by Business to implement/change something in the landscape.
• Problem ticket: mainly used for keeping track of RCA investigations. Also used to keep track of performance/service improvement mini projects. Typically, all P1 Incidents require an associated Problem ticket, but multiple Incidents can be linked to the same Problem ticket. • Events: Tickets logged by the Managed Services team to communicate proactive monitoring incidents. This is usually connected to monitoring tool alerts or monitoring/daily health checks performed by the Managed Services.
• Internal KB: Requests for Knowledge base article creation on a certain subject. • Patch: Pro-Active patches/alerts (typically from 3rd party vendors like SAP, OS vendors, etc.) • Define-your-own wherein City can define its own ticket type/description.

9.3 Knowledge Base Area
The Knowledge base consists of documents of a word-type format that can be created by and shared with authorized users. They can also be added to tickets as required by pasting the article link on the ticket.

The structure can be configured by creating nested directories if required. City can search for a knowledge base article by using the search bar. The search bar works with a wildcard search technique to search for matching content in all articles, or City can search for tags that were added to the article during the article creation.

9.4 Downloads Area
Downloads is a dedicated document repository for business relevant documents that can be uploaded to, downloaded from, and shared with authorized users.

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The structure can be configured by creating nested directories if required. City can search for a file by using the search bar based on the file name or description.

10. Costing and Fees
Costing and fees for this Agreement shall be as detailed elsewhere in this Agreement including but not limited to Section 4 (Not to Exceed Compensation) and Exhibit C (Compensation).

10.1 AWS Fees
Estimated AWS fees are provided in Exhibit C (Compensation) of this Agreement, however, as noted in said Exhibit C, AWS consumption will be invoiced based on actual AWS spend and using AWS’s actual published list prices. AWS fees will be invoiced separately from the Managed Services fees and billed on a monthly basis.

Reserved Instance and Savings Plan purchases will be reviewed on an as-needed basis and these purchases are required to be approved by the City pursuant to a Task Order as Additional Services under Section 4 (Not to Exceed Compensation), or as a contract amendment pursuant to Section 29.4, of this Agreement. Depending on the commitment period these purchases will be paid by the City all upfront or amortized over the duration of the remaining Agreement term, pursuant to a Task Order as Additional Services under Section 4, or as a contract amendment pursuant to Section 29.4, of this Agreement.

Notwithstanding any information received to date; any additional clarifications which may have been provided, or the outcome of any discovery workshops conducted, EPI-USE has calculated its AWS pricing based purely on its current understanding of the City’s requirements. The City therefore acknowledges that, except for items which may arise solely because of EPI-USE’s actions during the engagement, EPI-USE shall be entitled to recover AWS fees for those items which would not have been known at the outset of the engagement, and which increases the AWS spend budget. Any changes outside of the AWS spend budget stated in this Agreement, shall be approved in writing by the City pursuant to a Task Order as Additional Services under Section 4 (Not to Exceed Compensation), or as a contract amendment pursuant to Section 29.4, of this Agreement.

If the City exceeds the usage limits applicable to the AWS Service subscription, the City agrees to pay for the fees and charges for such over-usage pursuant to a Task Order as Additional Services under Section 4 (Not to Exceed Compensation), or as a contract amendment pursuant to Section 29.4, of this Agreement. For any extension of a subscription term within the term of this Agreement or the provision of a Service upgrade, the then-current AWS price will apply. At the beginning of each new subscription term within the term of this Agreement, EPI-USE may, in consultation with the City, increase AWS fees to reflect increased AWS costs imposed by AWS. Not raising fees is not a waiver of EPI-USE’s right to do so if AWS raises its fees. EPI-USE will notify the City as soon as practicable of any changes in AWS fees by e-mail. Failure by the City to pay the fees when due and payable, if not timely cured by City after notice of the failure from Consultant, may result in suspension of access to, or rights to use the Services.

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Palo Alto City CouncilAugust 11, 2025

Palo Alto City Council
August 11, 2025