Agenda packet — Palo Alto City Council, October 20, 2025 (part 2 of 4)

AMENDMENT NO. 1 TO CONTRACT NO. C25193598

BETWEEN THE CITY OF PALO ALTO AND
FAIRBANK, MASLIN, MAULLIN, METZ & ASSOCIATES, INC.

This Amendment No. 1 (this “Amendment”) to Contract No. C 25193598 (the “Contract” as defined below) is entered into as of October 20, 2025, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ( “CITY”), and FAIRBANK, MASLIN, MAULLIN, METZ & ASSOCIATES, INC., a California Corporation, located at 2054 University Ave., Suite 600, Berkeley CA 94704 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.

R E C I T A L S

A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of assessing and conducting research on public responses in connection with development of a Master Plan and placement of a General Obligation Bond Measure on the November 2026 Election Ballot for the Cubberley Project (the “Project”), as detailed therein.

B. The Parties now wish to amend the Contract in order to (1) add to the Scope of Services, (2) conduct additional On- call Services by increasing the total not- to-exceed compensation amount by Twenty Six Thousand Seven Hundred and Seventy Five Dollars ($26,775) from One Hundred Twenty Six Thousand Two Hundred Twenty Five Dollars ($126,225) to a new not- to-exceed compensation amount of One Hundred Fifty Three Thousand Dollars ($153,000), (3) update the Schedule of Performance and (4) update schedule of rates, as detailed herein.

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

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

a. Contract. The term “Contract” shall mean C ontract No. C25193598 between CONSULTANT and CITY, dated February 24, 2025.

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

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

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The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed One Hundred Fifty-Three Thousand Dollars ($153,000). 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 Zero ($0) for the performance of Additional Services (as defined below). The total compensation for performance of the Services, Additional Services and any reimbursable expenses specified in Exhibit C, shall not exceed One Hundred Fifty -Three Thousand Dollars ($153,000), as detailed in Exhibit C.

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

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

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SECTION 3. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/ are hereby incorporated in full into this Amendment and into the Contract by this reference:

a. Exhibit “A” entitled “ SCOPE OF SERVICES, AMENDMENT NO. 1 ”, AMENDED, REPLACES PREVIOUS.

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

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

d. Exhibit “C -1” entitled “ SCHEDULE OF RATES , AMENDMENT NO. 1”, AMENDED, REPLACES PREVIOUS.

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

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

(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)

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SIGNATURES OF THE PARTIES

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

CITY OF PALO ALTO

City Manager

APPROVED AS TO FORM:

City Attorney or designee

FAIRBANK, MASLIN, MAULLIN, METZ &
ASSOCIATES, INC.

Officer 1

By:

Name:

Title:

Officer 2

By:

Name:

Title:

Attachments:

EXHIBIT “A” entitled “SCOPE OF SERVICES, AMENDMENT NO. 1” (AMENDED, REPLACES

PREVIOUS)

EXHIBIT “B” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT NO. 1” (AMENDED,

REPLACES PREVIOUS)

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

EXHIBIT “C-1” entitled “SCHEDULE OF RATES, AMENDMENT NO. 1” (AMENDED, REPLACES

PREVIOUS)

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Partner
Partner and COO
Curt Below
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EXHIBIT A
SCOPE OF SERVICES, AMENDMENT NO. 1
(AMENDED, REPLACES PREVIOUS)

CONSULTANT shall provide the Services detailed in this Exhibit A , entitled “SCOPE OF SERVICES”. 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 conduct research assessing potential approaches for the CITY to consider in the Cubberley Project and in the November 2026 election. Research will be performed as follows:

Task 1:

CONSULTANT shall conduct surveys with the following specifications:

Questionnaire: Four (4 ) 15-to 20-minute questionnaires to assess public reactions to various components of a potential tax options. Work includes drafting polling outlines and questions, for staff, political strategy consultant, and City Council review, prior to conducting the surveys.

Methodology: Dual-mode survey obtaining interviews via cell phone, landline, email and text message invitation

Sample 400 to 600 voters likely to participate in the November 2026 election

Questionnaire 15 to 20 minutes

Community Engagement and Outreach for the Site Master Plan:

a) A community needs survey to assess perceived need for funding for a community center, and priorities in its design. This survey could also evaluate voter willingness to pay at the household level for a new center. The survey could also track key community satisfaction questions such as quality of life, satisfaction with specific services, and/or approval ratings for specific departments, as well as any other topics of interest to the city.

Potential General Obligation Bond Measure:

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b) A baseline survey to assess potential ballot measure language, willingness to pay at the household level, the importance of a range of project elements, and messaging for and against a measure. This could be conducted early in 2026. c) A tracking survey in the weeks before a ballot measure placement vote, assessing viability of the 75-word title and summary, tracking key perceptions, and messaging for and against a measure. A tracking survey is typically shorter than a baseline survey, and often has a slightly smaller sample size.

Task 2:

Following completion of the survey, the CONSULTANT shall provide the following deliverables:

• A questionnaire with the topline results of the survey for easy reference. • A complete set of crosstabs in an easy-to-read, comprehensive format. • Verbatim responses to any open-ended questions.
• A complete analysis of survey results in PowerPoint.
• A presentation of the survey results.

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

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

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

1. a. Assess Community Needs Summer 2025

2. b. Baseline for Potential Ballot Measure Fall 2025/2026

3. c. Tracking for Potential Ballot Measure Winter/Spring 2026

4. d. Tracking for Potential Ballot Measure Spring/Summer 2026

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

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

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

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

BUDGET SCHEDULE

TASK NOT TO EXCEED AMOUNT
Task 1
(a. Assess Community Needs)
$38,250
Task 2
(b. Baseline for Potential Ballot Measure)
$38,250
Task 3
(c. Tracking for Potential Ballot Measure)
$38,250
Task 4
(d. Tracking for Potential Ballot Measure)
$38,250
Sub-total for Services $153,000
Reimbursable Expenses (if any) $0
Total for Services and Reimbursable Expenses $153,000
Additional Services (if any, per Section 4) $0
Maximum Total Compensation $153,000

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REIMBURSABLE EXPENSES

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

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

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

CONSULTANT’s schedule of rates is as follows:

Hourly
Rate Tier
$230 Partner
$170 Senior Vice President
$145 Manager
$115 Senior Analyst/Researcher
$90 Analyst
$60 Administrative/Associate
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Certificate Of Completion
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Alice Harrison
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250 Hamilton Ave
Palo Alto , CA 94301
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Public Works
Meeting Date: October 20, 2025
Report #:2506-4891
TITLE
Approval of Five Items to Support the Fire Station 4 Replacement Project PE-18004: 1) Construction Contract Number No. C26194287 with Beals Martin and Associates, Inc. in an Amount Not to Exceed $11,530,676 and Authorization for the City Manager or Their Designee to Negotiate and Execute Change Orders to the Contract up to a Not-to-Exceed Amount $1,153,067; 2) Contract Amendment No. 1 to Contract No. S24188865 with Schaaf & Wheeler Consulting Civil Engineers to Extend the Contract Term Through April 30, 2027; 3) Contract Amendment No. 1 to Contract No. S23185811 with Earth Systems Pacific, Inc. to Extend the Contract Term Through February 28, 2027; 4) Amendment No. 1 to Contract C21179569 with Brown Reynolds Watford Architects, Inc. to Add $41,366, Increasing the Not-to-Exceed Amount to $838,514 and Extend the Contract Term Through June 30, 2027 for Construction Support Services; and (5) Amendment No. 1 to Contract C24189293A with Cumming Management Group, Inc. to Extend the Contract Term Through August 31, 2027; CEQA Status - Exempt under CEQA Guidelines Sections 15302 and 15303

RECOMMENDATION
Staff recommends that the City Council:

1. Approve and Authorize the City Manager or their designee to execute Construction Contract Number No. C26194287 with Beals Martin and Associates, Inc. in an Amount Not to Exceed $11,530,676 for the Fire Station No. 4 Replacement Project, Capital Improvement Project PE-18004;

2. Authorize the City Manager or their designee to negotiate and execute one or more change orders to the contract with Beals Martin and Associates, Inc. for related, additional but unforeseen work that may develop during the project, the total value of which shall not exceed $1,153,067;

3. Approve and authorize the City Manager or their designee to execute Amendment No. 1 to Contract S24188865 with Schaaf & Wheeler Consulting Civil Engineers to extend the contract term through April 30, 2027 for construction support services; Item 8
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4. Approve and authorize the City Manager or their designee to execute Amendment No. 1 to Contract S23185811 with Earth Systems Pacific to extend the contract term through June 30, 2027 for construction support services;

5. Approve and authorize the City Manager or their designee to execute Amendment No. 1 to Contract C21179569 with Brown Reynolds Watford Architects, Inc. to add $41,366, increasing the not-to-exceed amount of $838,514 and extend the contract term through June 30, 2027 for construction support services; and

6. Approve and authorize the City Manager or their designee to execute Amendment No. 1 to Contract C24189293A with Cumming Management Group, Inc. to extend the contract term through August 31, 2027 for construction management services.

EXECUTIVE SUMMARY
Approval of the attached construction contact and amendments to consultant agreements is the next step in the delivery of a new Fire Station No. 4. The requested authorizations of amendments are due to the added scope of including infrastructure for future Level 3 electric vehicle chargers for fire apparatus.

BACKGROUND
Fire Station No. 4 is located at 3600 Middlefield Road. The fire station was built in 1953, does not meet the Fire Department’s current or future needs, and does not effectively use the current 0.6-acre portion of the property. The City Council included the replacement of Fire Station No. 4 in the 2014 Council Infrastructure Plan.

Brown Reynolds Watford Architects (BRW Architects) was contracted to design the new station in May 20221 and received Architectural Review Board (ARB) approval in September 2023. The new station will be 8,011 square feet and will house a crew of five personnel and the following apparatus: a fire engine, an ambulance, and a reserve engine. The design includes two drive- through apparatus bays and a separate reserve bay, living quarters, five bedrooms for the crew, exercise room, Captain’s office, and training room. The building will be a one-story, LEED- certified, all-electric building and meet current seismic, accessibility, and regulatory code requirements that are required to meet the Essential Services Buildings Seismic Safety Act (ESBSSA).

In December 2024, the City expanded the project scope to include Level 3 electric vehicle charger infrastructure. This update aligns with the City’s Sustainability and Climate Action Plan (S/CAP) “80×30” goal—an initiative to reduce greenhouse gas emissions by 80% by the year 2030. The addition of EV charging stations prepares the facility for future electric fire and emergency vehicles, including an electric ambulance and fire engine. BRW Architects 1 City Council, May 23, 2022; Agenda Item #2; SR #11691, https://portal.laserfiche.com/Portal/DocView.aspx?id=59470&repo=r-704298fc Item 8
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conducted a feasibility study and submitted revised plans for permitting in March 2025.

Construction is expected to begin in October 2025 and be completed by Spring 2027.

In preparation for construction of the new fire station, the City completed a pre-qualification process for potential contractors for Fire Station No. 4 in Fall 2024. Nine submissions were received, and five bidders were qualified to bid. The City Council also approved the project to be “substantially complex” under Public Contract Code Section 7201, resulting in the construction contract including a higher retention amount of 10%.3

ANALYSIS
Staff recommends approval of Contract No. C261942874 for the construction of the Fire Station No. 4 Replacement Project.

Solicitation Process
On June 30, 2025, a notice inviting formal bids for the Fire Station No. 4 Replacement Project was posted on OpenGov, the City’s eProcurement platform. The bidding period was 59 calendar days. Bids were received from two contractors on August 29, 2025. The bid details are listed on the attached Bid Summary (Attachment A).

Table #1: Summary of Invitations for Bid
Project Bid Name/Number Fire Station No. 4 Replacement Project (IFB 194287) Proposed Length of Project 18 months
# of Bid Packages Downloaded by Contractors 126
# of Bid Packages Downloaded by Builder’s
Exchanges
2 Total Days to Respond to Bid 59 calendar days
Mandatory Pre-Bid Meeting? Yes
Number of Company Attendees at Pre-bid Meeting 28
Number of Bids Received 2
Bid Price Range $11,530,676 to $12,413,000
Public Link to Solicitation https://procurement.opengov.com/portal/palo-alto- ca/projects/180044
Bids ranged from $11,530,676 to $12,413,000 and from 4% to 10% below the engineer’s estimate of $12,872,324. Staff reviewed the bids submitted and recommends the acceptance of the base bid and allowances submitted by Beals Martin and Associates, Inc. in the amount of $11,530,676, and that Beals Martin and Associates, Inc. be declared the lowest responsible bidder. The construction contingency amount of $1,153,067, which equals 10% of the contract 3 City Council, June 10, 2024; Agenda Item #5; SR #2405-2973, https://portal.laserfiche.com/Portal/DocView.aspx?id=72806&repo=r-704298fc 4 Beals Martin and Associates Inc. Construction Contract for Fire Station No. 4 Replacement Project (C26194287) https://www.paloalto.gov/files/assets/public/v/1/public-works/engineering-services/cip-contracts/c26194287- beals-martin-inc-fire-station-4-cc-final.pdf
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value, is requested for related, additional, but unforeseen work which may develop during the project, implemented via City-approved Change Order.

Contract Amendments
Due to the time required for re-design and permit approval as well as the need for continued services throughout construction, the following consultant contracts require time extensions:

Schaaf & Wheeler Consulting Civil Engineers (Schaaf & Wheeler): the original contract term was set to end on December 31, 2025. Schaaf & Wheeler’s scope includes a final C.3 inspection after landscaping is completed by the general contractor, which is anticipated to be in Winter 2026.

An additional 46 weeks are needed for completion of their scope, resulting in a revised total contract duration of three years.

Earth Systems Pacific (Earth Systems): the original contract term was set to end on September 30, 2025. Earth Systems’ scope includes observation and testing during site grading and flatwork by the general contractor, which is now anticipated to be completed by Fall 2026. An additional 37 weeks are needed for completion of their scope, resulting in a revised total contract duration of four years.

Brown Reynolds Watford Architects, Inc. (BRW Architects): the original contract term was set to end on March 4, 2027. BRW Architects’ scope includes construction administration support and support of LEED certification, which is now anticipated to be completed by Spring 2027. An additional eight weeks are needed for completion of their scope, resulting in a revised total contract duration of five years. In order to fund the inclusion of Level 3 electric vehicle charger infrastructure for future apparatus, BRW Architects used previously allocated construction administration funds in the contract. Amendment #1 includes the reallocated cost to provide the original contract amount allocated for construction administration, resulting in a revised total not-to-exceed amount of $838,514.

Cumming Management Group, Inc. (Cumming Group): the original contract term was set to end on December 17, 2026. Cumming Group’s scope includes continued construction management services including review of contractor submittals, RFIs, and project close-out. With construction being extended an additional six months due to the added scope of work, their scope is now anticipated to be completed by Summer 2027. An additional 37 weeks are needed for completion of their scope resulting in a revised total contract duration of over three years.

Staff recommends approval of contract amendments for Contract Nos. S24188865, S23185811, C21179569, and C24189293A (Attachments B, C, D, and E).

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FISCAL/RESOURCE IMPACT
Funding for the contracts and amendments recommended in this report is available in the Fiscal Year 2026 Adopted Capital Improvement Program Fire Station 4 Replacement project (PE- 18004). The project’s funding includes a state budget earmark in the amount of $5.2 million that was received in Fiscal Year 2023.

STAKEHOLDER ENGAGEMENT
The City hosted several events for community engagement during schematic design prior to Architectural Review Board approval of the proposed design. Events included a virtual community meeting on April 6, 2023, a tabling event at the MSC Open House on July 15, 2023, and an online survey. A community meeting was also held for the construction of the temporary station at Cubberley Community Center on April 11, 2024. An email newsletter is available for the public to sign up for updates throughout design and eventual monthly construction updates.

ENVIRONMENTAL REVIEW
Council action on this item is exempt from the California Environmental Quality Act (CEQA) review under section 15061(b)(2) of the CEQA Guidelines because the Fire Station No. 4 Replacement Project is categorically exempt under CEQA Guidelines Sections 15302 and 15303 and is not barred by one of the exceptions set forth in Section 15300.2. A notice of CEQA exemption was filed on October 26, 2023.

ATTACHMENTS
Attachment A: IFB 194287 Bid Summary
Attachment B: Schaaf & Wheeler Consulting Civil Engineers Contract No. S24188865, Amendment No. 1
Attachment C: Earth Systems Pacific, Inc. Contract No. S23185811, Amendment No. 1 Attachment D: Brown Reynolds Watford Architects, Inc. Contract No. C21179569, Amendment No. 1
Attachment E: Cumming Management Group, Inc. Contract No. C24189293A, Amendment No. 1 APPROVED BY:

Brad Eggleston, Director Public Works/City Engineer
Item 8
Item 8 Staff Report

Item 8: Staff Report
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Fire Station No. 4 Replacement Project
IFB #194287
Bid Item Description
Engineer's Estimate Beals Martin and
Associates, Inc.

Gonsalves & Stronck
Construction Company, Inc.

Task 1 Base Bid 12,787,324.00$ 11,445,676.00$ 12,328,000.00$ Task 2 Public Art Allowance $ 10,000.00 10,000.00$ 10,000.00$ Task 3 Unforeseen Conditions Allowance $ 75,000.00 75,000.00$ 75,000.00$ Task 4 Reduce photovoltaic system from a 58 kW system to 15 kW system $ 279,500.00 75,921.00$ 60,000.00$ Subtotal 12,872,324.00$ 11,530,676.00$ 12,413,000.00$ Contingency 1,153,067.60$ 1,241,300.00$ Total Not-to-Exceed 12,683,743.60$ 13,654,300.00$ -10% -4%
Under Under
Date Completed: 08/28/2025
Deuctive Alternate Bid Total
Item 8
Attachment A - IFB 194287 Bid Summary

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AMENDMENT NO. 1 TO CONTRACT NO. S24188865

BETWEEN THE CITY OF PALO ALTO AND

SCHAAF & WHEELER CONSULTING CIVIL ENGINEERS
T
his Amendment No. 1 (this “Amendment”) to Contract No. S24188865 (the “Contract” as defined below) is entered into as of September 8, 2025, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and SCHAAF & WHEELER CONSULTING CIVIL ENGINEERS, a California corporation, located at4699 Old Ironsides Drive, Suite 350, Santa Clara, CA 95054 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.

R E

C I T A L S
A. Th
e Contract (as defined below) was entered into by and between the Parties hereto for the provision of reviewing, certifying, and observing installation of the Storm Water Management Plan in connection with the construction of the new Fire Station No. 4, as detailed therein.

B. Pe
r PAMC 2.30.280(2), t he Parties now wish to amend the Contract in order to extend the contract term through April 30, 2027, with no additional cost payable by the City , as detailed herein.

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

S
ECTION 1. Definitions. The following definitions shall apply to this Amendment:
a. Co
ntract. The term “Contract” shall mean Contract No. S24188865 between CONSULTANT and CITY.
b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.

S
ECTION 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 April 30, 2027 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.” S
ECTION 3. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference:

Docusign Envelope ID: 7046FF15-FE36-43C7-BE84-8D6189F2FDF4 Item 8
Attachment B - Schaaf &
Wheeler Consulting Civil
Engineers Contract No.

S24188865, Amendment
No. 1

Item 8: Staff Report
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a. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT NO. 1 ”, AMENDED, REPLACES PREVIOUS.

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

S
ECTION 5. Incorporation of Recitals . The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (S
IGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
Docusign Envelope ID: 7046FF15-FE36-43C7-BE84-8D6189F2FDF4 Item 8
Attachment B - Schaaf &
Wheeler Consulting Civil
Engineers Contract No.

S24188865, Amendment
No. 1

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GNATURES 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

SCHAAF & WHEELER, CONSULTING

CIVIL ENGINEERS
Officer 1
By:_________________________
Name:______________________
Title:_______________________
Officer 2
By:_________________________
Name:______________________
Title:_______________________
A
ttachments:

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

Docusign Envelope ID: 7046FF15-FE36-43C7-BE84-8D6189F2FDF4 Caitlin Tharp, Vice President
Vice President RCE 76810
Vp
Daniel J. Schaaf, Secretary
Item 8
Attachment B - Schaaf &
Wheeler Consulting Civil
Engineers Contract No.

S24188865, Amendment
No. 1

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

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

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

1. Preliminary Review 15 weeks

2. Building Review 25 weeks

3. Installation Observation 188 weeks

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

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

Docusign Envelope ID: 7046FF15-FE36-43C7-BE84-8D6189F2FDF4 Item 8
Attachment B - Schaaf &
Wheeler Consulting Civil
Engineers Contract No.

S24188865, Amendment
No. 1

Item 8: Staff Report
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AMENDMENT NO. 1 TO CONTRACT NO. S23185811

BETWEEN THE CITY OF PALO ALTO AND

EARTH SYSTEMS PACIFIC

This Amendment No. 1 (this “Amendment”) to Contract No. S23185811 (the “Contract” as defined below) is entered into as of September 8, 2025, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and Earth Systems Pacific , a California corporation, located at 48511 Warm Springs Boulevard, Suite 210, Fremont, CA 94539 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.

R E C I T A L S

A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of provide geographical engineering study update, as detailed therein.

B. The Parties now wish to amend the Contract in order to extend the contract through February 28, 2027.

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. S23185811 between CONSULTANT and CITY, dated January 31, 2023, as amended by:

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 February 30, 2027, unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.”

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

a. Exhibit “B” entitled “ Schedule of Performance ”, AMENDED, REPLACES PREVIOUS.

Docusign Envelope ID: 3739474C-43C9-44FD-9519-DC6D59CCA950 Item 8
Attachment C - Earth
Systems Pacific, Inc.

Contract No. S23185811,
Amendment No. 1

Item 8: Staff Report
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SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect.

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

(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)

Docusign Envelope ID: 3739474C-43C9-44FD-9519-DC6D59CCA950 Item 8
Attachment C - Earth
Systems Pacific, Inc.

Contract No. S23185811,
Amendment No. 1

Item 8: Staff Report
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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 (Contract over $85k)

APPROVED AS TO FORM:

City Attorney or designee
(Contract over $25k)

CONSULTANT

EARTH SYSTEMS PACIFIC

Officer 1

By:

Name:

Title:

Officer 2 (Required for Corp. or LLC)

By:

Name:

Title:

Attachments:

Exhibit “B” entitled “SCHEDULE OF PERFORMANCE” (AMENDED, REPLACES PREVIOUS)

Docusign Envelope ID: 3739474C-43C9-44FD-9519-DC6D59CCA950 Ajay Singh
Principal Engineer
Ji Shin
President/Secretary
Item 8
Attachment C - Earth
Systems Pacific, Inc.

Contract No. S23185811,
Amendment No. 1

Item 8: Staff Report
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EXHIBIT “B-1”

SCHEDULE OF PERFORMANCE
(AMENDED, REPLACES PREVIOUS)

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

Milestones Completion
No. of Weeks
From NTP

1. Geotechnical Engineering Study Update
& Liquefaction Analysis 5

2. Plan Review 8

3. Observation and Testing Services during Site Grading 187

4. Environmental Soil Sampling, Test, and Consultation 5 Docusign Envelope ID: 3739474C-43C9-44FD-9519-DC6D59CCA950 Item 8
Attachment C - Earth
Systems Pacific, Inc.

Contract No. S23185811,
Amendment No. 1

Item 8: Staff Report
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AMENDMENT NO. 1 TO CONTRACT NO. C21179569

BETWEEN THE CITY OF PALO ALTO AND

BROWN REYNOLDS WATFORD ARCHITECTS, INC

This Amendment No. 1 (this “Amendment”) to Contract No.C21179569 (the “Contract” as defined below) is entered into as of September 15, 2025, by and between the CITY OF PALO ALTO, a California chartered municipal corporation ( “CITY”), and BROWN REYNOLDS WATFORD ARCHITECTS, INC. , a Texas corporation , located at 1620 Montgomery Street, Suite 320, San Francisco, CA 94111 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.

R E C I T A L S

A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of design and construction administration for the construction of Fire Station No. 4, as detailed therein.

B. The Parties now wish to amend the Contract in order to extend the contract term through June 30, 2027, and increase compensation from by Forty-One Thousand Three Hundred Thirty-Six Dollars ($41,336) from Seven Hundred Ninety-Seven Thousand One Hundred Seventy- Eight Dollars ($797,178) to Eight Hundred Thirty -Eight Thousand Five Hundred Fourteen D ollars ($838,514), as detailed herein.

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

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

a. Contract. The term “Contract” shall mean Contract No. C21179569 between CONSULTANT and CITY.

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

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

“The term of this Agreement shall be from the date of its full execution through June 30, 2027 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.”

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

Docusign Envelope ID: 7BF4DE3B-E7C7-4210-8494-C78E7D976374 Item 8
Attachment D - Brown
Reynolds Watford
Architects, Inc. Contract No.

C21179569, Amendment
No. 1

Item 8: Staff Report
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“The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Seven Hundred Sixty-six Thousand, Four Hundred Ninety-Eight Dollars ($766,498.00). 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 Seventy -Two Thousand Sixteen Dollars ($72,016.00) 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 Eight Hundred Thirty-Eight Thousand Five Hundred Fourteen Dollars ($838,514).

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

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

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

Docusign Envelope ID: 7BF4DE3B-E7C7-4210-8494-C78E7D976374 Item 8
Attachment D - Brown
Reynolds Watford
Architects, Inc. Contract No.

C21179569, Amendment
No. 1

Item 8: Staff Report
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a. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT NO. 1”, AMENDED, REPLACES PREVIOUS.

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

c. Exhibit “C -1” entitled “ SCHEDULE OF RATES, AMENDMENT NO. 1 ”, AMENDED, REPLACES PREVIOUS.

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

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

(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)

Docusign Envelope ID: 7BF4DE3B-E7C7-4210-8494-C78E7D976374 Item 8
Attachment D - Brown
Reynolds Watford
Architects, Inc. Contract No.

C21179569, Amendment
No. 1

Item 8: Staff Report
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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

BROWN REYNOLDS WATFORD
ARCHITECTS, INC.

Officer 1

By:____________________________

Name:_________________________

Title:__________________________

Officer 2

By:____________________________

Name:_________________________

Title:__________________________

Attachments:

Exhibit “B” entitled “SCHEDULE OF PERFROMANCES, AMENDMENT NO. 1”, AMENDED,

REPLACES PREVIOUS
Exhibit “C” entitled “COMPENSATION, AMENDMENT NO. 1”, AMENDED, REPLACES PREVIOUS Exhibit “C-1” entitled “SCHEDULE OF RATES, AMENDMENT NO. 1”, AMENDED, REPLACES

PREVIOUS
Docusign Envelope ID: 7BF4DE3B-E7C7-4210-8494-C78E7D976374 Craig Reynolds, Principal
Principal
Principal
Mark E. Watford
Item 8
Attachment D - Brown
Reynolds Watford
Architects, Inc. Contract No.

C21179569, Amendment
No. 1

Item 8: Staff Report
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EXHIBIT B
SCHEDULE OF PERFORMANCE, AMENDMENT NO. 1
(AMENDED, REPLACES PREVIOUS)

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

Milestones Completion
No. of Weeks From NTP

1. Task 1 – Schematic Design

18 weeks

2. Task 2 – Design Development

52 weeks

3. Task 3 - Construction Documents

103 weeks

4. Task 4 – Construction Administration

183 weeks

5. Task 5 – LEED Certification

253 weeks
Additional Services (if any, per Section 4
of this Agreement)
As needed during the term of this
Agreement per the schedule approved by
City in the applicable Task Order.

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.)

Docusign Envelope ID: 7BF4DE3B-E7C7-4210-8494-C78E7D976374 Item 8
Attachment D - Brown
Reynolds Watford
Architects, Inc. Contract No.

C21179569, Amendment
No. 1

Item 8: Staff Report
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EXHIBIT C
COMPENSATION, AMENDMENT NO. 1
(AMENDED, REPLACES PREVIOUS)

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

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

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

BUDGET SCHEDULE NOT TO EXCEED AMOUNT

SERVICES Phase 1 Phase 2 Phase 3 ROW
TOTALS
Task 1 - Schematic Design $117,800 $117,800
Task 2 - Design Development $152,700 $152,700
Task 3 - Construction Documents $ 229,400 $229,400
Task 4 - Construction Administration (FY2023
Funds will be used on an as-needed basis for
FY2023-2025)

$199,136

$199,136
Task 5 - LEED Certification $11,952 $19,522 $8,366 $39,840 Task 6 – Microgrid Design Allowance $22,622 $22,622
TOTAL BASIC SERVICES $305,074 $248,922 $207,502 $761,498 REIMBURSABLE EXPENSES* (as specified in
this exhibit) $5,000* $5,000*
SUBTOTAL (Basic Services & Reimbursable
Expenses) $310,074 $248,922 $207,502 $766,498
Docusign Envelope ID: 7BF4DE3B-E7C7-4210-8494-C78E7D976374 Item 8
Attachment D - Brown
Reynolds Watford
Architects, Inc. Contract No.

C21179569, Amendment
No. 1

Item 8: Staff Report
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SERVICES Phase 1 Phase 2 Phase 3 ROW
TOTALS
ADDITIONAL SERVICES* (if any, per Section 4) $72,016 $72,016*

TOTAL NOT-TO-EXCEED AMOUNT

$382,090

$248,922

$207,502

$838,514

* The not -to-exceed amounts for Reimbursable Expenses and Additional Services may each, respectively, be utilized across all Phases of the Agreement, even though these respective not-to- exceed amounts may not show in all Phases in the table above. These specified not -to-exceed amounts are cumulative across all Phases; they are not necessarily per-Phase amounts.

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:

1. Shipping of submittal items for staff Design Review Committee and Architectural Review Board including, but not limited to, materials boards, plans, and other supporting documentation

2. Printing for documents as requested by the City during design and construction

All requests for payment of expenses shall be accompanied by appropriate backup information.

Any expense anticipated to be more than $500 shall be approved in advance by the CITY’s Project Manager.

Docusign Envelope ID: 7BF4DE3B-E7C7-4210-8494-C78E7D976374 Item 8
Attachment D - Brown
Reynolds Watford
Architects, Inc. Contract No.

C21179569, Amendment
No. 1

Item 8: Staff Report
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EXHIBIT “C-1”
SCHEDULE OF RATES, AMENDMENT NO. 1
(AMENDED, REPLACES PREVIOUS)

CONSULTANT’s not-to-exceed hourly rate schedule under this Agreement is as provided below in this Exhibit C-1, covering CONSULTANT and its subconsultants, if applicable. Overtime may only be charged if specific approval was granted in writing by the City’s Project Manager in advance. Any overtime incurred without such approval shall be at the CONSULTANT’s own expense to the extent it is above the hourly rates provided in this Exhibit C-1.

CONSULTANTS (BRW ARCHITECTS)
Title 2021-2022 2022-2023 2023-2025
Principal $210 $214 $218
Project Architect /
Project Manager
$180 $183 $186
Project Coordinator $150 $153 $156
Project Designer $120 $122 $124
Drafter / BIM
Modeling / Animations
$80 $81 $82
Administrative
Assistant
$40 $41 $42

SUBCONSULTANTS
Title 2021-2022 2022-2023 2023-2025
Principal Engineer/
Principal Landscape
Architect
$210 $214 $218
Principal Engineer/
Principal Landscape
Architect
$210 $214 $218
Project Engineer /
Landscape Architect
$180 $183 $186
Engineer I $150 $153 $156
Engineer II / Designer $120 $122 $124
Drafter / BIM
Modeling
$80 $81 $82
Administrative
Assistant
$40 $41 $42
Mark-up % on sub-consultants 10%
Docusign Envelope ID: 7BF4DE3B-E7C7-4210-8494-C78E7D976374 Item 8
Attachment D - Brown
Reynolds Watford
Architects, Inc. Contract No.

C21179569, Amendment
No. 1

Item 8: Staff Report
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AMENDMENT NO. 1 TO CONTRACT NO. C24189293A

BETWEEN THE CITY OF PALO ALTO AND
CUMMING MANAGEMENT GROUP, INC.

This Amendment No. 1 (this “Amendment”) to Contract No. C24189293A (the “Contract” as defined below ) is entered into as of September 29, 2025 by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and CUMMING MANAGEMENT GROUP, INC., a California corporation, located at 25220 Hancock Avenue, Suite 440, Marietta, CA 92562 Department of Industrial Relations (DIR) Registration Number PW -LR-100068970 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.

R E C I T A L S

A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of provide construction management services in connection with the Fire Station No. 4 Project, as detailed therein.

B. The CITY and NOVA Partners, Inc. entered into the Contract (defined below). Pursuant to the Consent to Novation (detailed below) executed between NOVA Partners, Inc., Cumming Management Group, Inc., and CITY, wherein Cumming Management Group, Inc. was transferred the obligations of the CONSULTANT under the Contract and Cumming Management Group, Inc. thereby became the CONSULTANT under the Contract.

C. The Parties now wish to amend the Contract in order to extend the contract term through August 31, 2027 no additional cost to the City, as detailed herein.

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

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

a. Contract. The term “Contract” shall mean Contract No. C24189293 between CONSULTANT and CITY, dated December 18, 2023, as assigned to Cumming Management Group, Inc. pursuant to the Consent to Novation to Contract No. C24189293A between NOVA Partners, Inc., Cumming Management Group, Inc., and CITY, wherein Cumming Management Group, Inc. was transferred the obligations of the CONSULTANT under the Contract and Cumming Management Group, Inc thereby became the CONSULTANT under the Contract,

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

Docusign Envelope ID: 9252CC07-DBAC-45B9-AB1B-33A3E9D36912 Item 8
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Management Group, Inc.

Contract No. C24189293A,
Amendment No. 1

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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 August 31, 2027 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.”

SECTION 3. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference:

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

b. Exhibit “C” entitled “EXHIBIT C-1, SCHEDULE OF RATES, AMENDMENT NO. 1, AMENDED, REPLACES PREVIOUS.

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

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

(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE)

Docusign Envelope ID: 9252CC07-DBAC-45B9-AB1B-33A3E9D36912 Item 8
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Management Group, Inc.

Contract No. C24189293A,
Amendment No. 1

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SIGNATURES OF THE PARTIES

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

CITY OF PALO ALTO

_______________________________
City Manager

APPROVED AS TO FORM:

_______________________________
City Attorney or designee

CUMMING MANAGEMENT GROUP,
INC.

Officer 1

By:____________________________

Name:_________________________

Title:__________________________

Officer 2

By:___________________________

Name:________________________

Title:_________________________

Attachments:

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

Exhibit “C” entitled “ EXHIBIT C -1 SCHEDULE OF RATES, AMENDMENT NO. 1”, AMENDED, REPLACES PREVIOUS.

Docusign Envelope ID: 9252CC07-DBAC-45B9-AB1B-33A3E9D36912 Senior Vice President
Bob Olson, Senior Vice President
CFO
A. Al Jajeh, CFO
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EXHIBIT B
SCHEDULE OF PERFORMANCE, AMENDMENT NO. 1
(AMENDED, REPLACES PREVIOUS)

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

1. Preconstruction Services 27 weeks

2. Construction Management Services 115 weeks

3. Budget and Schedule Management 115 weeks

4. Testing and Special Inspections 115 weeks

5. Photographic Recording 115 weeks

6. Allowance for Additional Testing 115 weeks

7. Deconstruction and Construction
Materials Management
115 weeks

8. Post-Construction Services 193 weeks

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

Docusign Envelope ID: 9252CC07-DBAC-45B9-AB1B-33A3E9D36912 Item 8
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Management Group, Inc.

Contract No. C24189293A,
Amendment No. 1

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

CONSULTANT’s schedule of rates is as follows:

Role 2023 Rates 2024 2025 2026 2027
Principal $ 223.00 $ 223.00 $ 223.00 $ 223.00 $ 227.46 Project Director $ 215.00 $ 215.00 $ 215.00 $ 215.00 $ 219.30 Sr. Project Mgr $ 206.00 $ 206.00 $ 206.00 $ 206.00 $ 210.12 Project Mgr $ 181.00 $ 181.00 $ 181.00 $ 181.00 $ 184.62 Admin Support $ 150.00 $ 150.00 $ 150.00 $ 150.00 $ 153.00 Sr Estimate / Sr Cost Mgr $ 206.00 $ 206.00 $ 206.00 $ 206.00 $ 210.12 Scheduler $ 206.00 $ 206.00 $ 206.00 $ 206.00 $ 210.12 Estimator $ 187.00 $ 187.00 $ 187.00 $ 187.00 $ 190.74

Docusign Envelope ID: 9252CC07-DBAC-45B9-AB1B-33A3E9D36912 Item 8
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Management Group, Inc.

Contract No. C24189293A,
Amendment No. 1

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Public Works
Meeting Date: October 20, 2025
Report #:2507-4932
TITLE
Approval of Construction Contract C26195058 with JJR Construction, Inc. in an Amount Not to- Exceed $1,281,689 and Authorization for the City Manager or Their Designee to Negotiate and Execute Change Orders for Related Additional but Unforeseen Work that May Develop During the Project Up to a Not-to-Exceed Amount of $128,169 for the Fiscal Year 2026 Sidewalk, Curb & Gutter Project, Capital Improvement Program Projects PO-89003 and PO-12001; CEQA Status – Exempt under Section 15301(c)

RECOMMENDATION
Staff recommends that the City Council:

1. Approve and authorize the City Manager or their designee to execute Construction Contract No. C26195058 with JJR Construction, Inc., in an amount not to exceed $1,281,689 for the Fiscal Year 2026 Sidewalk, Curb & Gutter Project (Sidewalk Repairs (PO-89003) and Curb and Gutter Repairs (PO-12001) Capital Improvement Projects); and

2. Authorize the City Manager or their designee to negotiate and execute one or more change orders to the contract with JJR Construction, Inc. for related, additional but unforeseen work that may develop during the project, the total value of which shall not exceed $128,169.

BACKGROUND
The Public Works Engineering Services Division manages construction contracts for concrete sidewalk, driveway, curb ramp, curb and gutter repairs and maintenance at various locations throughout the City annually. The City completed its 30-year district by district repair program in 2017. That same year, the City contracted with Nichols Consulting Engineers (NCE) to evaluate the program and assess potential improvements.1 The study was completed in Spring 2019 and included surveying 20% of the City’s sidewalk network and nearly 60% of the curb 1 City Council, November 06, 2017, Agenda Item#11, SR #8611; https://portal.laserfiche.com/Portal/DocView.aspx?id=50836&repo=r-704298fc&searchid=b9596039-0379-41cc- 89d6-963b67f82655
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ramps. This data was used to determine trends for future repairs and determine funding needs to maintain the 30-year sidewalk district program.

The City deferred its annual sidewalk maintenance program due to reduced funding in Fiscal Years 2021 and 2022. Funding was restored in Fiscal Year 2023 and the City resumed its sidewalk maintenance program in Fiscal Year 2024 and is continuing the district-by-district repair cycle. There was no project in Fiscal Year 2025 as funding was returned through the budget process to address higher priorities. This fiscal year‘s project is based on the data provided by the NCE study, which renumbered the sidewalk districts in order of priority based on the quantity of repairs required. Based on this ranking, repairs for this fiscal year will primarily be focused on sidewalks in districts 1 and 2 from Palo Alto Avenue to Embarcadero Road and from Alma Street to Middlefield Road. Additionally, 311 curb and gutter repair requests are included for restoration which are found in various locations around the City.

ANALYSIS
Staff recommends approval of Contract No. C261950583 as part of the program to maintain and improve the condition of Palo Alto’s sidewalk network. Each year this project addresses one or two of the 23 sidewalk districts. The City will be continuing the rehabilitation cycle with sidewalk districts 1 and 2. The work to be performed under this concrete involves sidewalk, driveway, curb ramp, curb gutter, and asphalt pavement repairs. Repair locations are shown in Attachment A.

The scope of work includes the replacement of approximately 21,530 square feet of concrete sidewalk, 1,266 linear feet of curbs and gutters, and 4,615 square feet of driveways.

Additionally, 46 curb ramps will be installed that will conform to the Americans with Disabilities Act (ADA).

Solicitation Process
On July 25, 2025, a notice inviting formal bids for the FY 2026 Sidewalk, Curb & Gutter Project was posted on OpenGov, the City’s eProcurement platform. The bidding period was 21 calendar days. The City received 10 bids, 9 of which were deemed responsive as one vendor was disqualified for failing to submit a bid bond. The 9 responsive bids from qualified contractors are listed on the attached Bid Analysis in Attachment B.

Table #1: Summary of Invitations for Bid
Project Bid Name/Number FY 2026 Sidewalk, Curb & Gutter Project (IFB 195058) Proposed Length of Project 210 calendar days
# of Bid Packages Downloaded by Contractors 41
3 JJR Construction, Inc. FY 2026 Sidewalk, Curb & Gutter Project, Contract #C26195058; https://www.paloalto.gov/files/assets/public/v/1/public-works/engineering-services/cip-contracts/c26195058_jjr- construction_cc_final-draft.pdf
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Table #1: Summary of Invitations for Bid
# of Bid Packages Downloaded by Builder’s Exchanges 1
Total Days to Respond to Bid 22 calendar days
Mandatory Pre-Bid Meeting? No
Number of Bids Received 9
Bid Price Range $1,186,515 to $2,505,183
Public Link to Solicitation https://procurement.opengov.com/portal/palo-alto- ca/projects/186661
The apparent low bidder was selected based upon the base bid. The bids ranged from $1,186,515 to $2,505,183 and from 15% below to 79% above the engineer’s estimate of $1,396,591. Staff reviewed the submitted bids and recommends the acceptance of the base bid submitted by JJR Construction, Inc. in the amount of $1,186,515, and that JJR Construction, Inc. be declared the lowest responsible bidder. Staff also recommends awarding add alternates #1 and #2 in the amounts of $42,300 and $52,875, respectively, to maximize sidewalk improvements at scheduled locations and address any unforeseen locations that may need to be included in the project. The total base bid plus the add alternates totals $1,281,689. The construction contingency amount of $128,169, which equals approximately 10% of the contract value, is requested for related, additional, but unforeseen work which may develop during the project, implemented via City-approved Change Order.

Staff reviewed information and similar projects performed by the lowest bidder, JJR Construction, Inc. and found them to be the lowest responsive and responsible bidder. Staff also checked with the Contractor’s State License Board and confirmed the contractor has an active license on file. In addition, JJR Construction, Inc. successfully completed last year’s FY 2024 Sidewalk Repair ADA Improvement Project-REBID for the City, demonstrating their ability to perform this type of work.

FISCAL/RESOURCE IMPACT
Funding for this contract is available in the Fiscal Year 2026 Adjusted Capital Improvement Program Sidewalk Repairs project (PO-89003), and Curb and Gutter Repairs project (PO-12001).

The funding allocation is as follows:

Table #2: Funding Allocation
Funding Source Contract Contingency Total Encumbrance
PO-89003 $1,057,319 $105,732 $1,163,051
PO-12001 $224,370 $22,437 $246,807
Total $1,281,689 $128,169 $1,409,858
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STAKEHOLDER ENGAGEMENT
Notices of sidewalk and driveway closures will be distributed to impacted parties 72 hours to 120 hours prior to the start of work. “No Parking” signs will also be posted 72 hours in advance of all work. The construction schedule will be posted on the City website and will be updated as necessary.

ENVIRONMENTAL REVIEW
This project is categorically exempt from the California Environmental Quality Act (CEQA) under section 15301(c) of the CEQA Guidelines as the project scope involves the repair, maintenance, and/or minor alteration of existing facilities. No further environmental review is necessary.

ATTACHMENTS
Attachment A: Project Location Maps
Attachment B: Bid Analysis
APPROVED BY:

Brad Eggleston, Director Public Works/City Engineer
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Homer AvenueLane 8 WestLane 7 WestLane 7 EastForest AvenueHigh Street Emerson Street
Channing AvenueAlma StreetPaloAltoAvenueHawthorne AvenueEverett AvenueLytton AvenueLane 15 EHigh Street Alma Street
Bryant Street Lane 6 ELane 11 WLane 21High Street Gilman Street Hamilton Avenue
University Avenue
Bryant Court Lane 30Florence StreetKipling StreetTasso StreetCowper StreetRuthven AvenueHawthorne AvenueLane 33PaloAltoAvenue Everett Avenue Poe Street
Waverley Street
Tasso StreetCowper StreetPalo Alto AvenueWebster StreetEverett CourtLytton AvenueByron StreetMiddlefield Road Lane A WestLane B WestLane B EastLane D WestAddison Avenue Forest AvenueDowning LaneHomer Avenue
Lane D East
Lane 39Lane 56Hamilton AvenueWebster Street
Waverley Street
Kipling Street
Bryant StreetRamona StreetAddison Avenue
Scott Street
Byron StreetMiddlefield RoadWebster Street Cowper StreetAddison AvenueMiddlefield RoadChanning Avenue Ramona Street Paulsen Ln
Lane 15 E
Lane 20 WLane 20 E
CalTrain ROW
Emerson Street
Waverley Street
Kipling Street
Bryant Street
Ramona Street
Lane 12 W
Lane 5 E
Everett Avenue Homer Avenue
PaloByron Street
Emerson StreetAlma StreetHawthorne AvenueLytton Avenue
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FY 2026 Sidewalk, Curb & Gutter ProjectLocation Map - District 1

CITY OF PALO ALTOINCORPORATEDCALIFORNIA
P a l o A l t o
T h e C i t y o f
APRIL 16 1894
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Churchill AvenueColeridge AvenueHomer AvenueLane 8 WestLane 7 WestLane 7 EastForest AvenueHigh Street Emerson Street
Channing Avenue Alma StreetAlma StreetHigh StreetLane 6 ELane 11 WGilman Street Hamilton Avenue
Cowper Street Churchill Avenue
Melville Avenue Coleridge AvenueWaverley StreetBryant Street Emerson Street
Kellogg AvenueKingsley AvenueLane A WestLane B WestLane B EastLane D WestLane 59 EastWhitman CourtKellogg AvenueEmbarcadero RoadKingsley Avenue Lincoln AvenueAddison AvenueLincoln AvenueForest AvenueDowning LaneHomer Avenue Lane D East
Lane 39Lane 56Hamilton AvenueWebster Street
Waverley Street
Kipling Street
Bryant StreetRamona StreetAddison Avenue
Scott Street
Byron StreetMiddlefield RoadWebster Street Kellogg AvenueMiddlefield Road Byron StreetWebster StreetCowper StreetTasso StreetCowper StreetAddison AvenueLincoln AvenueMiddlefield RoadChanning AvenueByron StreetKingsley AvenueMelville Avenue Coleridge AvenueCowper Street Middlefield Road
Webster Street
Waverley Street
Emerson Street
Ramona Street
Lane 12 W
Homer Avenue
Alma Street Alma Street
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FY 2026 Sidewalk, Curb & Gutter ProjectLocation Map - District 2

CITY OF PALO ALTOINCORPORATEDCALIFORNIA
P a l o A l t o
T h e C i t y o f
APRIL 16 1894
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PaloHale StreetSeneca StreetLytton AvenueGuinda StreetPaloAltoAvenueFulton StreetMiddlefield RoadForest Avenue Middlefield RoadBoyce AvenueForest AvenueHamilton AvenueHomer AvenueGuinda StreetMiddlefield Road Alto AvenueChaucer StreetChaucer StreetUniversity Avenue Channing AvenueAddison AvenueLincoln AvenueRegent PlGuinda StreetLincoln AvenueFulton StreetMelville AvenueHamilton AvenueHamilton CourtForest AvenueForest CtMarlowe StreetMaple StreetPalm Street Somerset PlPitman AvenueFife AvenueForest AvenueDana AvenueLincoln AvenueUniversity Avenue Middlefield Road
Kirby PlKent PlaceTevis PlMartin AvenueCenter Drive
Harriet StreetWilson StreetCedar StreetHarker AvenueGreenwood AvenueHutchinson AvenueChanning AvenueHopkins AvenueEmbarcadero Road Ashby DriveDana AvenueHamilton AvenuePitman AvenueSouthwood DriveWestCrescentDriveCrescentDriveUniversity AvenueCenter DriveEastCrescen Arcadia PlaceLouisa CourtNewell PlSharon Ct Erstwild CourtWalter Hays DriveWalnut DriveNewell RoadParkinson AvenuePine StreetJordan PlLois LaneStanley WayDe Soto DriveDe Soto DriveAlester AvenueWalter Hays DrivetDrive Dana AvenueHamilton AvenueNewell RoadKings LaneEdgewoodDriveIsland Drive Patricia LaneMadison Way Addison AvenueChanning Avenue Community Lane
Phillips Road
Community LaneGreenwood AvenueHarker AvenueParkinson Avenue This map is a product of the
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FY 2026 Sidewalk, Curb & Gutter ProjectLocation Map

CITY OF PALO ALTOINCORPORATEDCALIFORNIA
P a l o A l t o
T h e C i t y o f
APRIL 16 1894
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Churchill AvenueColeridge AvenueLowell Avenue Alma StreetTennyson AvenueRinconada AvenueSanta Rita AvenueSeale Avenue Washington AvenueSanta Rita AvenueWaverleyStreeBryant StreetHigh StreetEmerson Street Alma Street tWaverley OaksWashington AvenueSouth CourtWaverley Street Emerson Street
Nevada AvenueNorth California Avenue
Santa Rita Avenue
Ramona StreetHigh StreetNorth California Avenue
Oregon Expressway
Cowper StreetAnton CourtNevada AvenueTasso StreetOregon AvenueMiddlefield Road Churchill AvenueLowell AvenueSeale AvenueTennyson AvenueCowper StreetTasso StreetWebster StreetByron Street Coleridge AvenueWaverley StreetBryant Street
Emerson Street
Kellogg Avenue
Portal Place
Kellogg AvenueEmbarcadero RoadKellogg AvenueByron StreetTasso Street Coleridge AvenueLowell AvenueCowper Street Tennyson Avenue Middlefield Road
Webster Street
Tennyson AvenueSeale Avenue
Middlefield Road
Byron Street
Webster Street
Green Manor
Oregon Expressway
Alma Street Alma Street Alma Street
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FY 2026 Sidewalk, Curb & Gutter ProjectLocation Map

CITY OF PALO ALTOINCORPORATEDCALIFORNIA
P a l o A l t o
T h e C i t y o f
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Midtown CourtCoastland DriveMiddlefield RoadMoreno AvenueCoastland DriveRosewoodDMiddlefield RoadriveEllsworth PlaceSan Carlos CourtWintergreen WaySutterAvenueSutter AvenueClara DrivePrice CourtColorado AvenueRanders CtRoss RoadSycamore DriveSevyson CtDavid AvenueClara Drive Middlefield RoadRoss RoadWarren WayEl Cajon WayEmbarcadero RoadPrimrose WayIris WayTulip LaneTulip Lane Garland DriveLouis RoadGreer RoadMortonStreetHamilton Avenue Marshall DriveFieldinMoreno AvenueMarshallDriveDennis DriveAgnes WayOregon AvenueBlair CourtSanta Ana StreetElsinore DriveElsinore CourtEl Cajon WayGreer RoadNorth California Avenue gDriveColorado AvenueSycamore DriveAmarillo AvenueVanAukenCircleBruce DriveColonial LaneMoreno AvenueCelia DriveBurnham WayGreer RoadIndian DriveElmdale PlCTanland DriveMoreno AvenueAmarillo Avenue Sandra PlaceClara DriveColorado AvenueColorado AvenueSimkins CourtOtterson CtHiggins PlaceLawrence LaneMetroCircleMoffettCircleGreer RoadardinalWaySanta Catalina StreetArrowheadWayAztec WayChabot TerraceOregon AvenueCarmel DriveStFrancisDriveIvy LaneSt Francis DriveWildwood Lane North California AvenuePortal PlaceRoss RoadOregon AvenueGarland DriveFulton StreetTennyson AvenueSeale AvenueNorthampton DriveWest Greenwich PlNewell RoadGuinda Street East Greenwich PlSouthampton DriveEmbarcadero Road Erstwild CourtWalnut DriveMark Twain StreetLouis RoadBarbara DrivePrimrose WayIris WayEmbarcadero RoadWalter Hays DriveLois LaneJordan PlLois LaneHeather Lane Bret Harte StreetStanley WayAlester AvenueWalter Hays DriveChanning AvenueIris WayJaPatricia Lane Middlefield Road
Marion Avenue
Oregon Expressway
Clara Drive
Bellview Dr Colorado Pl
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FY 2026 Sidewalk, Curb & Gutter ProjectLocation Map

CITY OF PALO ALTOINCORPORATEDCALIFORNIA
P a l o A l t o
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Loma Verde AvenueBryson AvenueMidtown CourtCowper Street Gary CourtWaverley StreetColorado Avenue Byron Street
Middlefield RoadGaspar Court
odD
Dymond CtMartinsen CtTowle WayTowle PlaceWellsbury CtAvalonCourtFlowersLaneMackall WayLoma Verde Avenue KiplingStreetCowper Street Waverley StreetWellsbury WayLaMiddlefield Road St Claire Drive Alger DriveAshton AvenueSt Michael DriveSt Michael DriveMaureen AvenueCowper CourtRambow DriveEast Meadow DriveAshton CourtMurdoch DriveCowperStreetMurdoch CtSt Michael Court TEast Meadow DriveGrove AvenueChristine DriveEast Meadow Drive yneCour talismanLoma Verde AvenueAllen CourtRoss CourtLoma Verde Pl Ames AvenueRichardson CourtHolly Oak DriveAmes AvenueCorkOakWayMiddlefield Road Ames CtAmes AvenueRoss RoadRorke WayRorkeWayStone LaneToyon PlaceTorreya Court Lupine AvenueThornwood DriveDriftwoodDriveTalisman DriveArbutus AvenueRoss RoadLouis RoadAspen WayEvergreen DriveGreerRoad Ellsworth PlaceSan Carlos CourtWintergreen WaySutterAvenueSutter AvenueClara DrivePrice CourtStern AvenueColorado AvenueRanders CtRoss RoadSycamore DriveSevyson CtStelling DriveRoss RoadDavid AvenueMurrayWayStelling DriveStelling CtManchesterCourtLouis RoadElbridgeWayPiers CtLouis Road El Dorado AvenueWaverley StreetKipling Street
Colorado AvenueBruce Drive CourtDavid CtClara Drive Middlefield RoadChristine Drive This map is a product of the
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FY 2026 Sidewalk, Curb & Gutter ProjectLocation Map

CITY OF PALO ALTOINCORPORATEDCALIFORNIA
P a l o A l t o
T h e C i t y o f
APRIL 16 1894
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Vista AvenueVilla RealEl Camino WayCurtner AvenueVentura Avenue Maclane Emerson Street
Ventura CtPark Boulevard
El Camino RealCypress Lane El Camino WayJames RoadMaclaneSecond StreetWilkie WayCamino CtWest Meadow DriveBarclay CtVictoria PlaceTennessee LaneWilkie WayTennessee LanePark BoulevardWilkie CtDavenport WayAlma StreetRooseveltCircleLinderoDriveStEast Meadow Drive Emerson Street
Ramonaet
Barron Avenue
Wilton AvenuePark BoulevardOrinda Street
Driscoll PlaceMadeline Ct Jacob's Ct
CalTrain ROW
Lane 66La Selva Drive Los Robles AvenueVista Villa
Alma StreetAlma Village LaneAlma Village Circle
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This document is a graphic representation only of best available sources. 0' 250'
FY 2026 Sidewalk, Curb & Gutter ProjectLocation Map

CITY OF PALO ALTOINCORPORATEDCALIFORNIA
P a l o A l t o
T h e C i t y o f
APRIL 16 1894
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Ramos Way (Private)
Oxford Avenue
Cambridge AvenueCollege AvenueWilliams StreetYale StreetStaunton CourtOxford AvenueEl Camino RealLeland AvenueStanford AvenueBirch StreetAsh Street Alma Street
Grant AvenueSheridan AvenueJacaranda LaneEl Camino RealSherman AvenueAsh Street Page Mill RoadMimosa Lane Pepper AvenueOlive AvenueAcacia AvenuePage Mill RoadAsh StreetPark BoulevardCollege AvenueCambridge AvenueNew Mayfield LaneBirch StreetCalifornia AvenuePark BoulevardNogal LanePark Boulevard Alma Street Alma StreetNorth California Avenue Sedro Lane Peral Lane
Sheridan Avenue
CalTrain ROW
Olmsted RoadAbrams CourtLaneOlmsted RoadYale St
Alma Street Birch Street
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FY 2026 Sidewalk, Curb & Gutter ProjectLocation Map

CITY OF PALO ALTOINCORPORATEDCALIFORNIA
P a l o A l t o
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APRIL 16 1894
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Quarry RoadArboretum Road
Quarry Road Homer AvenueLane 8 WestMedical FoundationWayLane 7 WestEncina AvenueEl Camino RealUrban LaneWells AvenueForest AvenueAlma StreetPalo El Camino RealMitchell LaneHawthorne AvenueEverett AvenueLytton Avenue Alma Street Hamilton AvenueUniversity Avenue
Orchard Lane
Sand Hill Road
Sand Hill Road
Palo RoadShopping Center WayShopping Center WayShopping Center WayLondon Plane WayPlum LaneSweet Olive WayPear Lane Lasuen Street
Pistache Place
Aboretum Road Aboretum RoadPalm Drive
Alma Street
Arboretum Road
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FY 2026 Sidewalk, Curb & Gutter ProjectLocation Map

CITY OF PALO ALTOINCORPORATEDCALIFORNIA
P a l o A l t o
T h e C i t y o f
APRIL 16 1894
The City of Palo Alto assumes no responsibility for any errors. ©1989 to 2016 City of Palo Alto icalvil, 2025-05-30 11:14:34
(\\cc-maps\Encompass\Admin\Personal\icalvil.mdb)
Item 9
Attachment A - Project Location Maps

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Bid Analysis
FY2026 Sidewalk, Curb Gutter Project
Bid ItemName QTY UNIT Unit Price Total Unit Price Total Unit Price Total Unit Price Total 1 Traffic Control 1 LS 100,000.00$ 100,000.00$ 18,000.00$ 18,000.00$ 45,100.00$ 45,100.00$ 82,000.00$ 82,000.00$ 2 Public Notification and Posting 1 LS 20,000.00$ 20,000.00$ 3,000.00$ 3,000.00$ 500.00$ 500.00$ 3,000.00$ 3,000.00$ 3 Sidewalk, 4" Thick 21,530 SF 25.00$ 538,250.00$ 23.00$ 495,190.00$ 33.75$ 726,637.50$ 21.15$ 455,359.50$ 4 Sidewalk Remove Only 367 SF 15.00$ 5,505.00$ 9.00$ 3,303.00$ 12.00$ 4,404.00$ 3.75$ 1,376.25$ 5 Brick/Paver Specialty Finish 161 SF 30.00$ 4,830.00$ 48.00$ 7,728.00$ 100.00$ 16,100.00$ 35.00$ 5,635.00$ 6 Driveway, 6" Thick 4,615 SF 35.40$ 163,371.00$ 34.00$ 156,910.00$ 40.00$ 184,600.00$ 32.15$ 148,372.25$ 7 Type A curb 606 LF 55.00$ 33,330.00$ 74.00$ 44,844.00$ 40.00$ 24,240.00$ 42.71$ 25,882.26$ 8 Gutter Pan 1,346 SF 35.00$ 47,110.00$ 29.00$ 39,034.00$ 20.00$ 26,920.00$ 32.15$ 43,273.90$ 9 Type A Curb and Gutter, 1' Buried389 LF 105.00$ 40,845.00$ 98.00$ 38,122.00$ 50.00$ 19,450.00$ 93.15$ 36,235.35$ 10 Type B Rolled Curb and Gutter, 3' Wide271 LF 150.00$ 40,650.00$ 91.00$ 24,661.00$ 80.00$ 21,680.00$ 135.00$ 36,585.00$ 11 Valley Gutter 2' Wide 305 LF 150.00$ 45,750.00$ 136.00$ 41,480.00$ 40.00$ 12,200.00$ 110.00$ 33,550.00$ 12 Valley Gutter 3' Wide 38 LF 150.00$ 5,700.00$ 148.00$ 5,624.00$ 60.00$ 2,280.00$ 135.00$ 5,130.00$ 13 Curb Ramp 46 EA 6,200.00$ 285,200.00$ 8,200.00$ 377,200.00$ 8,800.00$ 404,800.00$ 5,600.00$ 257,600.00$ 14 Adjust Utility Box 26 EA 155.00$ 4,030.00$ 1,100.00$ 28,600.00$ 274.00$ 7,124.00$ 290.00$ 7,540.00$ 15 AC Pavement 1,651 SF 20.00$ 33,020.00$ 43.00$ 70,993.00$ 31.00$ 51,181.00$ 12.75$ 21,050.25$ 16 Reset Catch Basin 7 EA 2,000.00$ 14,000.00$ 3,584.00$ 25,088.00$ 450.00$ 3,150.00$ 1,275.00$ 8,925.00$ 17 Misc. Improvements 1 LS 15,000.00$ 15,000.00$ 15,000.00$ 15,000.00$ 15,000.00$ 15,000.00$ 15,000.00$ 15,000.00$ 1,396,591.00$ 1,394,777.00$ 1,565,366.50$ 1,186,514.76$ -0.1% 12.1% -15.0%

UNDER OVER UNDER
Bid Item Name QTY UNIT Unit Price Total Unit Price Total Unit Price Total Unit Price Total 1 Sidewalk 2,000 SF 25.00$ 50,000.00$ 23.00$ 46,000.00$ 34.18$ 68,360.00$ 21.15$ 42,300.00$ 2 Sidewalk 2,500 SF 25.00$ 62,500.00$ 23.00$ 57,500.00$ 34.18$ 85,450.00$ 21.15$ 52,875.00$ 112,500.00$ 103,500.00$ 153,810.00$ 95,175.00$ JJRBase Bid
Add Alt Engineer's Estimate ASG Builders FBD Vanguard JJR Engineer's Estimate ASG Builders FBD Vanguard
Item 9
Attachment B - Bid Analysis

Item 9: Staff Report
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Bid Analysis
FY2026 Sidewalk, Curb Gutter Project
Unit Price Total Unit Price Total Unit Price Total Unit Price Total Unit Price Total Unit Price Total 250,000.00$ 250,000.00$ 30,000.00$ 30,000.00$ 100,000.00$ 100,000.00$ 25,000.00$ 25,000.00$ 253,000.00$ 253,000.00$ 35,000.00$ 35,000.00$ 5,000.00$ 5,000.00$ 4,927.00$ 4,927.00$ 9,000.00$ 9,000.00$ 20,000.00$ 20,000.00$ 19,000.00$ 19,000.00$ 18,000.00$ 18,000.00$

35.00$ 753,550.00$ 43.50$ 936,555.00$ 29.00$ 624,370.00$ 25.00$ 538,250.00$ 44.00$ 947,320.00$ 23.00$ 495,190.00$

20.00$ 7,340.00$ 18.00$ 6,606.00$ 8.00$ 2,936.00$ 5.00$ 1,835.00$ 13.00$ 4,771.00$ 15.00$ 5,505.00$

30.00$ 4,830.00$ 58.00$ 9,338.00$ 29.00$ 4,669.00$ 25.00$ 4,025.00$ 115.00$ 18,515.00$ 40.00$ 6,440.00$

40.00$ 184,600.00$ 58.00$ 267,670.00$ 30.00$ 138,450.00$ 33.00$ 152,295.00$ 78.00$ 359,970.00$ 32.00$ 147,680.00$

55.00$ 33,330.00$ 70.00$ 42,420.00$ 70.00$ 42,420.00$ 100.00$ 60,600.00$ 160.00$ 96,960.00$ 92.00$ 55,752.00$

35.00$ 47,110.00$ 58.00$ 78,068.00$ 39.00$ 52,494.00$ 25.00$ 33,650.00$ 54.00$ 72,684.00$ 82.00$ 110,372.00$

85.00$ 33,065.00$ 80.00$ 31,120.00$ 105.00$ 40,845.00$ 125.00$ 48,625.00$ 178.00$ 69,242.00$ 100.00$ 38,900.00$

90.00$ 24,390.00$ 88.00$ 23,848.00$ 110.00$ 29,810.00$ 150.00$ 40,650.00$ 227.00$ 61,517.00$ 97.00$ 26,287.00$

35.00$ 10,675.00$ 88.00$ 26,840.00$ 75.00$ 22,875.00$ 100.00$ 30,500.00$ 220.00$ 67,100.00$ 72.00$ 21,960.00$

35.00$ 1,330.00$ 100.00$ 3,800.00$ 95.00$ 3,610.00$ 120.00$ 4,560.00$ 242.00$ 9,196.00$ 90.00$ 3,420.00$ 6,500.00$ 299,000.00$ 1,800.00$ 82,800.00$ 8,500.00$ 391,000.00$ 6,000.00$ 276,000.00$ 9,500.00$ 437,000.00$ 6,600.00$ 303,600.00$ 150.00$ 3,900.00$ 800.00$ 20,800.00$ 670.00$ 17,420.00$ 150.00$ 3,900.00$ 182.00$ 4,732.00$ 1,500.00$ 39,000.00$

25.00$ 41,275.00$ 8.00$ 13,208.00$ 24.00$ 39,624.00$ 25.00$ 41,275.00$ 26.00$ 42,926.00$ 24.00$ 39,624.00$ 150.00$ 1,050.00$ 800.00$ 5,600.00$ 3,500.00$ 24,500.00$ 2,000.00$ 14,000.00$ 3,750.00$ 26,250.00$ 4,200.00$ 29,400.00$ 15,000.00$ 15,000.00$ 15,000.00$ 15,000.00$ 15,000.00$ 15,000.00$ 15,000.00$ 15,000.00$ 15,000.00$ 15,000.00$ 15,000.00$ 15,000.00$ 1,715,445.00$ 1,598,600.00$ 1,559,023.00$ 1,310,165.00$ 2,505,183.00$ 1,391,130.00$

22.8% 14.5% 11.6% -6.2% 79.4% -0.4%

OVER OVER OVER UNDER OVER UNDER
Unit Price Total Unit Price Total Unit Price Total Unit Price Total Unit Price Total Unit Price Total

35.00$ 70,000.00$ 42.00$ 84,000.00$ 29.00$ 58,000.00$ 30.00$ 60,000.00$ 44.00$ 88,000.00$ 28.00$ 56,000.00$

35.00$ 87,500.00$ 40.00$ 100,000.00$ 29.00$ 72,500.00$ 30.00$ 75,000.00$ 44.00$ 110,000.00$ 26.00$ 65,000.00$ 157,500.00$ 184,000.00$ 130,500.00$ 135,000.00$ 198,000.00$ 121,000.00$ Spencon
Spencon
West Valley
West Valley
Zara
Zara
R&S
R&S
S&H
S&H
SAE Consulting
SAE Consulting
Item 9
Attachment B - Bid Analysis

Item 9: Staff Report
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Administrative Services
Meeting Date: October 20, 2025
Report #:2504-4488
TITLE
Approval of a 10 Year License Agreement with La Comida de California for Operation of a Senior Nutrition Program and Meal Service in a Portion of the City-owned Building Located at 445 Bryant Street; CEQA Status – Exempt under CEQA Guidelines sections 15301 and 15303

RECOMMENDATION
Staff recommends that the City Council approve and authorize the City Manager or their designee to execute the License Agreement with La Comida de California for part time use of a portion of the City-owned building located at 445 Bryant Street to operate a senior nutrition program and meal service.

BACKGROUND
On June 3, 2024, the City Council directed staff to operate the City-owned building at 445 Bryant Street as a community center with part-time use by La Comida de California for a senior nutrition program and to start negotiations with La Comida de California with a $1 year lease agreement and take into consideration what other senior centers agreements are and what services are being provided.1 Since then, City staff and La Comida have negotiated the proposed license agreement based on a mutual understanding of the proposed operations and requirements of both programs in the building.

The previous tenant operated a fitness club for several years and the premises required a number of repairs and improvements to operate a community center and the La Comida program. The renovations will occur in two phases to allow La Comida to commence its operates as soon as possible. CJW Architecture provided plans for the first phase of the project, which is to renovate the portion of the first floor to be used by La Comida and some additional improvements to the second floor to make the space usable for Community Services Department programing/use. Multiple renderings were considered to determine the 1 City Council, June 3, 2024; Agenda Item # 18; SR # 2405-2978, https://portal.laserfiche.com/Portal/DocView.aspx?id=73658&repo=r-704298fc&searchid=7fa012b3-1e81-4dce- 8d34-791eeb160399
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appropriate level of improvements while balancing costs and partnership needs. Below is a list of items that have been or will be completed during the first phase. Inspection and maintenance of elevator, fire alarm, and fire sprinklers Flooring
Painting
Sink
Cabinetry
Mechanical, electrical, and plumbing upgrades
Sound proofing
HVAC system replacement
Window coverings
Upgrades needed for code compliance
The first phase of the project is expected to be complete and the premises is expected to be available for La Comida by January 1, 2026.

ANALYSIS
This partnership agreement represents a major milestone in establishing a permanent home for La Comida’s downtown senior nutrition services to the community, and completion of a City Council 2024 priority objective.

Over the past year, City staff and La Comida have been corresponding regularly to understand proposed operations and requirements of both uses in the building and have drafted the license agreement in Attachment A. Below is a summary of terms recommended for approval. Premises: Nonexclusive right to use a portion of the first floor of the building consisting of approximately 1,602 square feet
Shared Areas: restrooms, corridors, and areas for ingress and egress Term: ten years, expected to commence on January 1, 2026, plus a five-year option upon mutual agreement
Use: operate at senior nutrition program and meal service, Monday through Friday, from 10:00 AM to 2:00 PM
Fees: $1.00 per calendar year, plus reimbursement of share of operating costs fixed at $1,300 per month (subject to review every two years) and a one-time contribution of $50,000 (to be made in 2 equal installments within 6 and 12 months after the effective date) from La Comida for costs related to specific improvements being made to meet their program requirements
Furniture: Provided by the City and shared with La Comida Maintenance: City will maintain the building, subject to La Comida’s responsibility to empty all trash daily and return the premises, including the shared areas and furniture, daily after their use in the same or better condition
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Annual Reporting: La Comida to provide annual budget, annual report on operation of the program in Form 990, and semiannual activity reports relating to the scope of the program services

FISCAL/RESOURCE IMPACT
The total cost for the first phase of the project is estimated at $1.1 million. As future improvements for the remainder of the project have yet to be finalized, those additional costs are currently unknown. As noted in the Fiscal Year 2026 Adopted Capital Budget, additional funding was added in the 2025 – 2029 CIP (Project Number: PE-13001) for HVAC electrification to upgrade the building. The cost of the HVAC system will be offset by funding from the Community Center Impact Fee Fund. Building operations and maintenance/programming revenue is included as part of the Fiscal Year 2026 Adopted Operating Budget for the Community Services Department.

STAKEHOLDER ENGAGEMENT
Staff have been meeting regularly with La Comida to discuss and negotiate the license terms. In addition, Staff from the Administrative Services Department, City Attorney’s Office, City Manager’s Office, Community Services Department, Planning and Development Services, and Public Works Department have been meeting regularly to advance this project. The premises are tentatively expected to be made available to La Comida by January 1, 2026. Community Services Department staff will continue to work with Planning and Development Services and Public Works to activate the remainder of the building for community center use, including completion of the shared space. They will keep La Comida informed and notify them of any potential disruptions to their business.

ENVIRONMENTAL REVIEW
Council action on this item is exempt from CEQA review under section 15301 of the CEQA Guidelines because the license agreement with La Comida involves the operation, repair, maintenance, permitting, or minor alteration to an existing facility with negligible or no expansion as well as section 15303 of the CEQA Guidelines because the license agreement also involves the installation of small new equipment and facilities in small structures and the conversion of existing small structures from one use to another where only minor modifications are made.

ATTACHMENTS
Attachment A: La Comida License Agreement
APPROVED BY: Lauren Lai, Administrative Services Director Item 10
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LICENSE AGREEMENT

by and between

City of Palo Alto,
as Licensor

and

La Comida de California,
as Licensee

for

a portion of
445 Bryant Street
Palo Alto, CA 94301
Docusign Envelope ID: 6FB52637-73F8-446A-BDBA-17D34EE80EF3 Item 10
Attachment A - La Comida
License Agreement

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LICENSE AGREEMENT

This License Agreement (“License Agreement”) is made and entered into as of the date of its full execution (the “Effective Date”) between the City of Palo Alto, a California chartered municipal corporation (“Licensor”) and La Comida de California, a California non-profit corporation (“Licensee”) (individually, a “Party” and, collectively, the “Parties”), in reference to the following facts and circumstances:

RECITALS:

A. Licensor owns the building at 445 Bryant Street, Palo Alto, CA 94301, consisting of approximately 7,410 square feet of floor area (“Building”) and intends to operate the Building as a community center.

B. Licensee is a non -profit organization based in Palo Alto that provides a nutrition program and meal service for seniors in the Palo Alto area.

C. The Parties wish for Licensee to operate a senior nutrition program and meal service in the Building.

NOW, THEREFORE, in consideration of the covenants, terms and conditions, the Parties mutually agree, as follows:

1. LICENSE. In accordance with the terms hereof, and in consideration for Licensee’s payment and performance of all obligations hereunder, along with other consideration acknowledged and received by Licensor, Licensor hereby grants to Licensee the license to use the following portions of the Building during the Term:

A. Licensee and its employees, agents, contractors, suppliers, guests and invitees (collectively, “Licensee Parties”) will have the nonexclusive right to use that portion of the first floor of the Building, consisting of approximately 1,602 rentable square feet, as more specifically depicted on Exhibit A attached hereto and incorporated herein (the “Premises”).

B. As reasonably required for the use of the Premises and subject to reasonable rules and regulations mutually agreed to by the Parties, Licensee will have the nonexclusive right to use the Building’s common areas, designated by Licensor to include the Building’s restrooms and corridors, and those areas reasonably necessary for ingress to and egress from the Premises and Building (the “Shared Areas”).

2. TERM OF LICENSE; TERMINATION.

A. The term of this License Agreement (“Term”) will commence upon the first day of the month following Licensor’s completion of the renovation of the Premises and delivery of the Premises to Licensee (the “Commencement Date”) and will expire at midnight on the last day of the one hundred and twentieth (120th) full calendar month following the Commencement Date. Provided that the Parties mutually agree, the Term of this License Docusign Envelope ID: 6FB52637-73F8-446A-BDBA-17D34EE80EF3 Item 10
Attachment A - La Comida
License Agreement

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Agreement can be extended for an additional sixty (60) month period (“Extension Term”) upon the same terms and conditions of this License Agreement by written agreement prior to the expiration of the Term.

B. By the expiration or earlier termination of this License Agreement, (i) Licensee, at its cost, will remove any personal property and equipment from the Premises (and, upon Licensor’s request, any Licensee Alterations (as defined herein) constructed pursuant to Section 13 below, and (ii) by the last day of the Term, Licensee will deliver the Premises to Licensor broom clean and in the condition received, ordinary wear and tear excepted, and subject to the Parties’ rights upon casualty under Section 14 below.

3. LICENSEE’S USE. Licensee may use the Premises for purposes of operating a senior nutrition program, and meal service as detailed in Exhibit B , and all legal uses ancillary thereto. Licensee will not use the Premises for any other purposes without the prior written approval of Licensor, which may be withheld at Licensor’s sole and absolute discretion. Licensee will have access to and exclusive use of the Premises Monday to Friday 10:00 AM to 2:00 PM, except on holidays observed by Licensor when administrative offices and facilities will be closed (“City Holidays”). Licensee may use the Premises on City Holidays upon the written approval of Licensor, which approval shall not be unreasonably withheld. City Holidays for the 2025 calendar year are attached hereto as Exhibit C . Licensee shall exercise reasonable care in its use of the Premises. Licensee will promptly observe and comply with all (i) laws with respect to the Premises and Licensee’s use thereof, and (ii) commercially reasonable requirements of any insurance company, insurance underwriter, or Board of Fire Underwriters which are necessary to maintain the insurance coverage carried by either Licensor or its agents or Licensee pursuant to this License Agreement. Licensee will not do or permit anything to be done in, about, or with respect to the Premises which would (a) injure the Building, or (b) vibrate, shake, overload, or impair the efficient operation of the Building or the building systems serving the Building. Licensee agrees to accept and enforce the C ity policy against arbitrary discrimination as set forth in Chapter 9.73 of the Palo Alto Municipal Code with respect to all of the activities that are conducted upon the Premises. Licensee agrees to return the Premises, including the Shared Areas and furn iture, to Licensor, daily by 2:00 PM , in the same or better condition than when it was received. If the Premises will not be available for Licensee’s use as herein described during one of the periods that Licensee otherwise has a right to, Licensor shall endeavor to provide at least twenty -four (24) hours’ notice to Licensee. Licensee will empty all trash pursuant to its use on the days in use by Licensee as directed by Licensor.

4. DELIVERY OF PREMISES. Licensor is currently renovating the Building at its sole cost and expense. The Parties agree that Licensee will contribute a total of $50,000 for the cost of improving the Premises and the Shared Areas that are solely attributable to Licensee’s requirements, even though the actual cost will exceed this amount. An initial payment of $25,000 shall be paid six months after the Effective Date and the remaining $25,000 shall be paid 12 months after the Effective Date. Licensee will coordinate communication messages with Licensor used for fundraising which includes the $50,000 contribution. On the Commencement Date, Licensor will deliver the Premises to Licensee in its then-current as-is condition. By taking possession of the Premises, Licensee conclusively will be deemed to have accepted the Premises in its as-is, then-existing condition, without any warranty whatsoever of Licensor with respect Docusign Envelope ID: 6FB52637-73F8-446A-BDBA-17D34EE80EF3 Item 10
Attachment A - La Comida
License Agreement

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thereto. Prior to Licensee’s daily use and any supplemental uses as described in Section 3 herein, Licensor shall present and deliver the Premises broom clean and in the condition received, ordinary wear and tear excepted, at Licensor’s sole cost and expense. Licensor reserves and shall have the right to alter, improve, or repair the Premises or any other portion of the Building.

Licensee acknowledges that Licensor may be renovating the Building after the Commencement Date and access to the Shared Areas will be impacted. Licensor may, in order to carry out such purposes, erect scaffolding and other necessary structures where reasonably required by the character of the work to be performed, provided that the business of Licensee shall be interfered with as little as is reasonably practicable for the delivery of food and participants to enter the meal area Licensee hereby waives any claim for damages for any injury or inconvenience to or interference with Licensee’s business, for any loss of occupancy or quiet enjoyment of the Premises and for any other loss in, upon, and about the Premises or the Building on account of Licensor’s entry or work, except to the extent arising from the gross negligence or willful misconduct of Licensor. In the event Licensee is prevented from using, and does not use, the Premises or any material portion thereof for more than 3 consecutive business days as a result of Licensor exercising its right to alter, improve, or repair the Premises or any other portion of the Building, then Fees shall be abated or reduced, as the case may be, for such time that Licensee continues to be so prevented from using, and does not use, the Premises. Such right to abate Fees shall be Licensee’s sole and exclusive remedy at law or in equity for such an event. Licensee shall be responsible for all relocation costs, if any, due to such an event.

5. ENTRY BY LICENSOR. Licensor and its authorized representatives will have the right to enter the Premises, when in use by Licensee, by giving reasonable notification, except in the case of emergency where such notice will not be required. Notwithstanding the foregoing, Licensor shall provide notice to Licensee, via email or phone discussion, 48 hours prior to making alterations, improvements, or repairs to the Building that will materially impact Licensee’s ability to operate their senior nutrition program and meal service.

6. REQUIRED PROGRAM SERVICES AND USES. In order to ensure that the use of the Premises is keeping with the intended uses as set forth above, Licensee annually shall present to Licensor reporting in such form and detail as Licensor may reasonably request, including the annual budget of Licensee within thirty (30) days after the Licensee has approved said budget.

Licensee also will present to Licensor for its information an annual report of the operation of the program in the Form 990 as submitted to the State of Cali fornia as required for a tax -exempt organization within one hundred and eighty (180) days of the end of each budget or operating year.

Licensee shall perform the program services described in Exhibit “F” Scope of Program Services, which may be modified by Licensee, in collaboration with Licens or, from time to time in accordance with the terms and conditions contained in this License Agreement. The performance of all program services shall be to the reasonable satisfaction of Licensor. Licensee shall provide semiannual activity reports relating to the Scope of Program Services for the periods ending December 31 and June 30 of each year, throughout the Term, within 30 days after these dates.

Each report shall cover the preceding six months and other such information as the Licensor may request. The final report shall focus on the preceding six months, but also shall provide information on program services for the entire year.

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License Agreement

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7. LICENSE FEES. All amounts required to be paid by Licensee under this License Agreement will be deemed “Fees”. Fees will be due and payable during the License Term as set forth in this License Agreement and shall be delivered to City of Palo Alto, Revenue Collections, 250 Hamilton Avenue, Palo Alto, CA 94301. In consideration of this License Agreement and the rights to use the Premises and Shared Areas in the manner and for the time period(s) as herein described, Licensee shall pay to Licensor a license fee in an amount equal to $1.00 per calendar year (“License Fee”). The entire License Fee for the Term is due upon execution of this License Agreement.

8. OPERATING EXPENSES. In addition to the License Fee, Licensee will pay to Licensor, Licensee’s share (“Licensee’s Share”) of the Operating Expenses (defined below), incurred during the Term. “Operating Expenses” will mean costs incurred by Licensor during the Term including, but not limited to, the following: property taxes and insurance, maintenance and repair of the building, janitorial services, and utilities, including electric, gas, water, wastewater, and s tormwater. Regardless of the actual amount of Operating Expenses and the actual measurement of buildi ng areas , the Parties acknowledge and agree that Licensee’s Share will initially be equal to $1,300 per month and due on the first day of every such month throughout the Term, payable to Licensor and delivered to the same place where Fees are sent, as indicated herein.

Licensee shall be responsible for its own refuse services separate from that which Licensor is obligated to provide for the Building. Parties shall review Licensor’s Operating Expenses every 24 months during the Term, starting on the first day of month 25 of the Term. If within 30 days after the start of the review period, the Parties reasonably determine that the amount paid by Licensee does not reasonably reflect the proportion of Operating Expenses used by Licensee at the Premise, the Parties will promptly work in good faith to determine the new amount of Operating Expenses to be paid by Licensee. Any adjustments to Licensee’s Share shall take effect immediately and be payable under the same terms expressed above.

9. SERVICES AND UTILITIES PROVIDED TO PREMISES . Licensor will provide electrical, heating and air conditioning, water, and janitorial services to the Premises for Licensee’s reasonable use of the Premises. Licensee will be responsible, at its sole cost and expense, for Licensee’s removal of its trash to designated receptacles designated by Licensee.

Except to the extent caused by the gross negligence or willful misconduct of Licensor or its agents or representatives, Licensor will not be liable for the interruption of any services or utilities to the Premises.

10. FURNITURE. Licensee shall have the right, throughout the Term and at no additional cost, to share in the use with Licensor that certain furniture located in the Premises as of the date of this License Agreement, as such furniture is more particularly described in Exhibit D attached hereto (the “ Licensed Furniture”). Licensee has approved Licensed Furniture as to the quality and suitability for Licensee’s business, and Licensee shall have no rights against Licensor by reason of any claimed deficiencies therein. Licensee shall share in the responsibility with Licensor to maintain the Licensed Furniture in good repair and order, normal wear and tear excepted, throughout the Term. If there is irreparable damage to any item of the Licensed Furniture caused by Licensee, then Licensee shall promptly replace such damaged item with a new comparable item of furniture which is reasonably acceptable to Licensor, at Licensee’s sole cost and expense. Licensee shall not be responsible for any damage to Licensed Furniture not caused Docusign Envelope ID: 6FB52637-73F8-446A-BDBA-17D34EE80EF3 Item 10
Attachment A - La Comida
License Agreement

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by Licensee.

11. MAINTENANCE. Except to the extent caused by the gross negligence or willful misconduct of Licensee or any of Licensee Parties, Licensor will maintain, replace, and repair the interior of the Premises and any systems serving the same in good condition and repair, norm al wear and tear excepted, subject to the Parties’ rights upon casualty.

12. LICENSEE ALTERATIONS TO PREMISES. At Licensee’s cost and subject to Licensor’s prior written consent, which consent may be given or withheld in Licensor’s sole discretion, Licensee may make alterations and improvements to the Premises (the “Licensee Alterations”). Licensee will complete any Licensee Alterations in a good and workmanlike manner and in compliance with all applicable laws. All work related to any Licensee Alterations will be performed by licensed and insured contractors. Licensee will indemnify, de fend and save Licensor harmless from all claims for labor or materials related to the Licensee Alterations, including reasonable attorney’s fees. Licensee will keep the Premises free of any liens arising out of work performed by or for Licensee. All altera tions that cannot be removed without material damage to the Premises will be deemed part of the Building upon installation and subject to removal upon termination of the Term pursuant to Section 2 herein.

Notwithstanding the foregoing, Licensee shall have the nonexclusive right to place signage and plaques on the walls of the Premises and identify the room on the Premises where the nutrition program is to be held with a name of Licensee’s choosing, as well as the right to place signage on the exterior of the Building (“Licensee’s Signage”). Licensee’s Signage shall be subject to any applicable review and approval by Licensor within a reasonable time and comply with the City of Palo Alto’s requirements, legislation, naming polic y, and all applicable laws .

Licensee’s Signage referenced to herein shall be in force only for the duration of the Term.

Licensee shall notify Licensor , in writing, of any request for review of Licensee’s Signage, and such written notice shall describe the signage and specify the name , as applicable, and include a drawing depicting the design, size, location, specifications, graphics, materials, and colors of Licensee’s Signage. The construction and installation of Licensee’s S ignage shall be performed by Licensee (upon Licensor’s approval) at Licensee’s sole cost and expense or, if requested by Licensee, by Licensor, at Licensee’s sole cost and expense. Licensee shall notify Licensor in writing five (5) business days before installing Licensee’s Signage . After installation, Licensee shall maintain Licensee’s Signage in good condition and repair at all times through the Term.

Licensee shall remove Licensee’s Signage upon the expiration or earlier termination of this License Agreement and shall repair any damage caused thereby. The maintenance and removal of Licensee’s Signage shall be performed at Licensee’s sole cost and expense.

13. CASUALTY. If at any time during the Term the Premises and/or the Building is damaged or destroyed by fire or other casualty, and such casualty prevents its reasonable use by Licensee for a period of more than 180 days, both Parties shall each have the right to ter minate this License Agreement by sending written notice of such termination to the other party within 60 days after the date of such casualty. Any damage to or destruction of the Premises will be repaired by Licensor at Licensor’s cost , provided that if such damage or destruction is due to the negligence or willful misconduct of Licensee or any Licensee Parties, Licensee will be responsible for any reasonable applicable insurance deductible (which will be promptly paid to Licensor follow ing Docusign Envelope ID: 6FB52637-73F8-446A-BDBA-17D34EE80EF3 Item 10
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written notice). Notwithstanding the foregoing, Licensee will be responsible for the replacement and repair of Licensee’s personal property and equipment within the Premises.

14. DEFAULT; REMEDIES . Either Party will be in default of this License Agreement if it fails or refuses to perform any of its obligations under this License Agreement and if the failure to perform is not cured within thirty (30) days after notice of the failure to perform has been given by the other Party in writing. If the obligation cannot reasonably be cured within thirty (30) days, the Party will not be in default of this License Agreement if such Party commences performance of such cure within such thirty (30) day period and thereafter diligently prosecutes the same to completion. Notwithstanding the foregoing,
Licensee will be in default under Section
14 of this License Agreement if it breaches its obligations under such Section and fails to cure such breach within ten (10) business days after written notice is given to the Licensee by Licensor
of such breach. In the event of a default beyond applicable notice and cure periods by a Party, such Party shall have all rights and remedies available to such Party with respect to such default as are available under applicable law, including, without limitation, injunction and specific performance.

15. ASSIGNMENT. Licensee may not assign this License Agreement or sublicense the Premises or permit the use of the Premises by anyone other than the Licensee Parties (collectively, “Transfer”), without the prior written consent of Licensor, which consent may be withheld in Licensor’s sole discretion. Licensor’s consent to one Transfer will not constitute consent to a subsequent Transfer.

16. HAZARDOUS MATERIALS. As used herein, the term “Hazardous Materials” means any substance or material which has been determined by any state, federal or local governmental authority to be capable of posing risk of injury to health, safety, and property, including petroleum and petroleum products and all of those materials and substances designated as hazardous or toxic by the U.S. Environmental Protection Agency, the California Water Quality Control Board, the U.S. Department of Labor, the California Department of Industrial Relations, the California Department of Health Se rvices, the California Health and Welfare Agency in connection with the Safe Water and Toxic Enforcement Act of 1986, the U.S. Department of Transportation, the U.S. Department of Agriculture, the U.S. Consumer Product Safety Commission, the U.S. Department of Health and Human Services, the U.S. Food and Drug Administration or any other governmental agency now or hereafter authorized to regulate materials and substances in the environment. Without limiting the generality of the foregoing, the term “Hazardous Materials” will include all of those materials and substances defined as “toxic materials” in Sections 66680 through 66685 of Title 22 of the California Code of Regulations, Division 4, Chapter 20, as the same may be amended from time to time.

Licensee will not use,
store, transport or dispose of any Hazardous Material in or about the Premises in violation of applicable law.

Licensee will indemnify, defend, protect and hold Licensor and its officers, directors, employees, successors and assigns harmless from and against, all losses, damages, claims, costs and liabilities, including attorneys’ fees and costs, arising out of Licensee’s use,
discharge, disposal, storage, transport, release or emission of Hazardous Materials on or about the Premises during the Term.

17. TAXES. Per Section 107.6 of the California Revenue and Taxation Code, the property interest may be subject to property taxation if created, and that the P arty in whom the Docusign Envelope ID: 6FB52637-73F8-446A-BDBA-17D34EE80EF3 Item 10
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possessory interest is vested may be subject to the payment of property taxes levied on the interest.

Additionally, Licensee will pay before delinquency all taxes imposed against any personal property located in the Premises.

18. INDEMNITY AND HOLD HARMLESS. Except to the extent resulting from the negligence or willful misconduct of Licensor, Licensee agrees to protect, indemnify, hold harmless and defend Licensor against any and all claims, liability, demands, damages, costs, expenses or attorneys’ fees arising out of the negligence of Licensee or Licensee Parties or resulting from a default by Licensee of its obligations under this License Agreement. In the event Licensor is named as co-defendant, Licensee will notify Licensor of such fact and will represent Licensor in such legal action with counsel reasonably approved by Licensor, unless Licensor undertakes to represent itself as a co-defendant in such legal action, in which event Licensee will pay to Licensor its litigation costs, expenses and attorneys’ fees.

Licensor hereby waives all claims, liability and recourse against Licensee and its Board of Directors including the right of contribution for loss or damage of or to persons or property to the extent growing out of or arising from Licensor’s use of the Building or from any activity undertaken by Licensor or Licensor which is related to this License Agreement. Except to the extent resulting from the negligence or willful misconduct of Licensee or Licensee Parties, Licensor agrees to protect, indemnify, hold harmless and defend Licensee and Licensee Parties against any and all claims, liability, demands, damages, costs, expenses or attorneys’ fees arising out of the negligence of Licensor or resulting from a default by Licensor of its obligations under this License Agreement. In the event Licensee is named as a co -defendant, Licensor will notify Licensee of such fact and will represent Licensee in such legal action with counsel reasonably approved by Licensee, unless Licensee undertakes to represent itself as co-defendant in such legal action, in which event Licensor will pay to Licensee its litigation costs, expenses and attorneys’ fees.

19. INSURANCE. During the term of this License, Licensee, and each of its contractors and agents which enter onto the Property to carry out licensed activities, shall each maintain in full force and affect the following insurance policies:

General liability insurance policy (bodily injury, property damage, contractual liability, and fire legal liability);
B. Automobile liability insurance policy (including all owned, hired and non- owned autos); and
C. Worker’s Compensation and Employer’s liability policy.

Said policies shall be maintained with respect to employees and vehicles using the Property with coverage amounts and including the required endorsements, certificates of insurance, and coverage verifications as set forth in Exhibit “E”, attached and incorporated by this reference.

20. RELEASE AND WAIVER OF SUBROGATION. Notwithstanding anything to the contrary herein, Licensor and Licensee hereby release each other, and their respective agents, employees, sublessees, and contractors, from all liability for damage to any property that is caused by or results from a risk which is actually insured against or which would normally be covered by Docusign Envelope ID: 6FB52637-73F8-446A-BDBA-17D34EE80EF3 Item 10
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“all risk” property insurance, without regard to the negligence or willful misconduct of the entity so released.

21. NO WAIVER. No delay or omission in the exercise of any right or remedy of either Party on any default by the other Party will impair such right or remedy or be construed as a waiver thereof. Nothing in this License Agreement shall be deemed a waiver of any legal ri ght or remedy which a Party is not permitted to waive under applicable law.

22. AUTHORITY. Each Party hereby represents and warrants to the other that it has proper authority and is empowered to execute this License Agreement on behalf of Licensor and Licensee, respectively, and that this License Agreement is a binding and enforceable obligation of Licensor and Licensee, respectively.

23. TIME OF ESSENCE. Time is of the essence of each and every provision of this License Agreement.

24. SEVERABILITY. If any term or provision of this License Agreement will, to any extent, be determined by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions of this License Agreement will not be affected thereby, and each of the other terms and provisions of this License Agreement will be valid and enforceable to the fullest extent permitted by law.

25. SUCCESSORS. All of the terms and conditions of this License Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors -in- interest.

26. INTERPRETATION OF LICENSE AGREEMENT/GOVERNING LAW .

This License Agreement will be construed and interpreted in accordance with the laws of the State of California. This License Agreement is made in and is to be performed in the State of California and shall, for all purposes, be governed by the laws of s aid state without reference to conflicts of law principles.

27. ENTIRE AGREEMENT; MODIFICATIONS . This License Agreement contains the entire agreement between Licensor and Licensee concerning Licensee’s use of the Premises. It is understood and agreed that there are no oral agreements between the parties hereto affecting this License Agreement and this License Agreement supersedes and cancels any and all previous negotiations, arrangements, agreements and understandings, if any, between the parties hereto with respect to the subject matter thereof. This License Agreement may not be modified or amended except by a writing executed by the Parties.

28. ESTOPPELS. Parties represent and warrant that the License Agreement is in full force and effect, the License Agreement has been duly authorized and executed, and that to both Parties’ knowledge, neither are in default under the License Agreement. The Parties agree that at any time and from time to time, to execute, acknowledge and deliver to the requesting Party either a statement in writing (i) certifying that this License Agreement is unmodified and in full force and effect (or, if there have been modifications, that the License Agreement is in full force and Docusign Envelope ID: 6FB52637-73F8-446A-BDBA-17D34EE80EF3 Item 10
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effect as modified and stating the modifications), (ii) whether or not, to the best of the other Party’s knowledge, the requesting Party is in default in the performance of any covenant, agreement, term, provision or condition contained in this License Agreement, and if so, specifying each such default of which the other Party may have knowledge, and (iii) stating other information reasonably requested by the requesting Party.

29. INCORPORATION OF RECITALS . The Recitals hereunder are incorporated herein by this reference and made a part hereof.

30. NOTICES. All notices, statements, demands, requests, consents, approvals, authorizations, offers, agreements, appointments or designations hereunder given by either P arty to the other, will be in writing and will be sufficiently given and served upon the other Party if (i) sent by United States Postal Service certified mail, postage, prepaid, or (ii) sent by express delivery service. All notices pursuant to this License Agreement will be addressed as set forth below or as either Party may subsequently designate by written notice.

To: Licensor
City of Palo Alto
250 Hamilton Avenue
Palo Alto, CA 94301
Attn: Real Property Manager

With a copy to:

City of Palo Alto
250 Hamilton Avenue
Palo Alto, CA 94301
Attn: City Attorney

To: Licensee
La Comida de California
455 East Charleston Road
Palo Alto, CA 64306
Attn: Mary Ruth Batchelder

With a copy to:

Cooley LLP
3175 Hanover Street
Palo Alto, CA 94304-1130
Attn: Peter Burns
Email: [email protected]

Each Party may, at any time, change its notice address (other than to a post office box address) by giving the other Party written notice of the new address.

31. SURVIVAL. All representations, covenants, warranties, and indemnification obligations hereunder will survive the expiration or earlier termination of this License Agreement.

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32. COUNTERPARTS. This License Agreement may be signed in any number of counterparts with the same effect as if the signatures were upon the same instrument and all such counterparts taken together will constitute one and the same instrument.

33. MISCELLANEOUS. Any executed copy of this License Agreement will be deemed an original for all purposes. The language in all parts of this License Agreement will in all cases be construed as a whole according to its fair meaning, and not strictly for or against either Licensor or Licensee. The captions used in this License Agreement are for convenience only and will not be considered in the construction or interpretation of any provision hereof. When a Party is required to do something by this License Agreement, it will do so at its sole cost and expense without right of reimbursement from the other Party unless specific provision is made therefor. If either Party brings any action or legal proceeding with respect to this License Agreement, the prevailing Party will be entitled to recover reasonable attorneys’ and experts’ fees and court costs.

The Premises have undergone an inspection by a Certified Access Specialist (CASp), and it was determined that the Premises did not meet all applicable construction -related accessibility standards pursuant to California Civil Code §55.51 et seq. To the best of Licensor’s knowledge, there have been modifications and alterations completed, planned, or commenced, such as new ADA ramp, wall, cabinets, and sinks, between the date of the inspection and date of this License Agreement which will impact the Premises’ compliance with construction -related accessibility standards. Licensor has provided a copy of such CASp report to Licensee. Because a disability access inspection certificate, as described in subdivision (e) of Section 55.53 of the California Civil Code, was not issued for the Premises, Licensee is advised of the following (pursuant to Section 1938 of the California Civil Code): A Certified Access Specialist (CASp) can inspect the Premises and determine whether the Premises complies with all of the applicable construction -related accessibility standards under state law. Although state law does not require a CASp inspection of the Premises, the commercial property owner or Licensor may not prohibit the Licensee from obtaining a CASp inspection of the Premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the Licensee. The Parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the Premises.

[Signature page follows.]

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IN WITNESS WHEREOF, the Parties by their duly authorized representatives have executed this License Agreement.

LICENSOR:

City of Palo Alto,
a California chartered municipal corporation

By: ______________________________
Name: ____________________________
Title: City Manager or Designee
Dated: ____________________________

Approved as to form:

By: ______________________________
Name: ____________________________
Title: City Attorney or designee
Dated: ____________________________

LICENSEE:

La Comida de California,
a California non-profit corporation

By: ______________________________
Name: ____________________________
Title: _____________________________
Dated: ____________________________

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President,Board of Directors
Bill Blodgett
Caio Arellano
Ed Shikada
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EXHIBIT A

DEPICTION OF THE PROPOSED PREMISES

Men’s toilet / janitor common area = 234 square feet
Common corridor area = 432 square feet
Women’s toilet common area = 158 square feet
Lobby common area = 373 square feet
Total common area = 1,197 square feet

Total Building Rentable Area = 7,410 square feet
Current La Comida Usable Area = 1,294 + 45 (closet) = 1,339 square feet (22%) City Community Center Area = 7,410 – 1,339 – 1,197 = 4,874 square feet (78%) Total La Comida and City Community Center Usable Areas = 1,339 + 4,874 = 6,213 square feet

La Comida common Area = 22% x 1,197 = 263 square feet
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EXHIBIT B

OPERATIONAL PLAN

10:30 am - Volunteers arrive & help set up the dining room. o Set-up hot water dispensers
o Set Dinning tables: Place Mat, Cup, Napkin, Silverware o Set-up donated goods
o Cold/Hot water pitchers filled & placed on dining tables o Set up Reset cart
11:15 am - Doors open to seniors, registration beings.
o Registration of dinning guest: Scan Yellow Card, Write last & first name, & Patron’s Signature
o Meal Tickets given to diners
o Milk offered/ distributed to all
11:30 am - 11:45 am - Catered meals arrive.
o Milk offered/ distributed to all patrons that are sitting at tables o o Volunteer Positions:
: 1 register, 2 Prepare packaged meals, 2 Servers, 1 Reset table & hot water & donations if applicable
11:45 am - 12:45 pm - Meals are served.
o Clean and reset place settings when diners finish meal o Entertainment or presentations
12:45 pm – 1:15 pm - Clean-up & tear down
o Put all items on counter workspace away in the two cabinets labeled La Comida o Wipe down all countertops, trays, & carts with sanitizer spray o Unplug & Empty hot water dispensers & all water pitchers o Sweep & mop dining space
o empty all table items~ Sanitizers & Clear holders in the red basket in the labeled cabinets
o Wipe down all table clothes with sanitizer spray & Fold place on bottom shelf of restock cart
o Empty all trash, recycle, and compost bins and take to outdoor receptacles replace liners in interior bins
o Clean up any spilled food on tables/chairs
o Replenish any empty supplies in the restroom
o Sweep Restroom Floors – mop if needed

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EXHIBIT C

CITY HOLIDAYS FOR THE 2025 CALENDAR YEAR

Date Holiday Name
Wed, Jan 01, 2025 New Year's Day
Mon, Jan 20, 2025
Martin Luther King Jr.

Day
Mon, Feb 17, 2025 President's Day
Mon, May 26, 2025 Memorial Day
Fri, Jul 04, 2025 Fourth of July
Mon, Sep 01, 2025 Labor Day
Mon, Oct 13, 2025 Indigenous People’s Day
Tue, Nov 11, 2025 Veteran's Day
Thu, Nov 27, 2025 Thanksgiving
Fri, Nov 28, 2025 Day After Thanksgiving
Thu, Dec 25, 2025 Christmas Day

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EXHIBIT D

LICENSED FURNITURE

20 - 72”x30” Speckled Grey Tables
2 - Space Saver Table Carts (holds 10 tables)

100 – Stackable, Black, Chairs (10 chairs per stack)
2 – Adapt Chair Dollys (holds 10 chairs)

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EXHIBIT E

INSURANCE REQUIREMENTS

A. NAME, ADDRESS, AND PHONE NUMBER OF YOUR INSURANCE AGENT/BROKER:

______________________________________________________________________________________________

B. POLICY NUMBER(S):

C. DEDUCTIBLE AMOUNT(S), IF APPLICABLE:

CONTRACTORS 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, BELOW:

REQUIRED TYPE OF COVERAGE REQUIREMENT

MINIMUM LIMITS
EACH

OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION

EMPLOYERS LIABILITY

STATUTORY

EACH ACCIDENT, EACH DISEASE -EMPLOYEE,
EACH DISEASE- POLICY $1,000,000

YES

GENERAL LIABILITY, INCLUDING PERSONAL

INJURY, BROAD FORM PROPERTY DAMAGE

BLANKET CONTRACTUAL, AND FIRE LEGAL

LIABILITY

BODILY INJURY

PROPERTY DAMAGE

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

$1,000,000

$1,000,000
$2,000,000

$2,000,000

YES AUTOMOBILE LIABILITY, INCLUDING ALL

OWNED, HIRED, NON-OWNED

BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE

PROPERTY DAMAGE

BODILY INJURY AND PROPERTY DAMAGE,

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

$1,000,000

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

$1,000,000

$1,000,000
YES

YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, 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 CONTRACTOR 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 PROVISION FOR A WRITTEN THIRTY DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND
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B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY.

C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL.

II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE.

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.

B. CROSS LIABILITY

THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT

REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.

C. NOTICE OF CANCELLATION

1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON- PAYMENT OF PREMIUM, THE ISSUING COMPANY 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 ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.

NOTICES SHALL BE MAILED TO:

PURCHASING AND CONTRACT ADMINISTRATION

CITY OF PALO ALTO
P.O. BOX 10250
PALO ALTO, CA 94303

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EXHIBIT “F”

SCOPE OF PROGRAM SERVICES

I PROGRAM SERVICES

Licensee shall provide nutritionally balanced, appetizing, high-quality, and low-cost meals to persons 60 years of age or older; linking participants to other agencies serving seniors and their families; and providing a dining setting that encourages socializing.

II. LICENSEE PROGRAM GOALS, OBJECTIVES AND METHODS
Per Fiscal Year July 1st to June 30th

Goal 1: Enhance the physical well-being of Palo Alto seniors by providing nutritious lunches.

Objectives:
• Serve > 200 nutritious, appetizing lunches each day over 249 service days.

Methods:
• Following nutrition standards as outlined in the Senior Nutrition Program as outlined by the U.S. Dietary Guidelines for Americans (www.dietarygudelines.gov) and developing menu choices which reflect the diversity and desires of the Palo Alto clientele.

Goal 2: Reduce social isolation among seniors by providing a fun and engaging congregate dining experience.

Objectives:
• Arrange >14 special celebratory events during lunch service per fiscal year.

Methods:
• Provide special meals for holidays or birthday celebrations.

Goal 3: Increase seniors’ level of knowledge on health, wellness and nutrition topics via lunchtime presentations, handout materials and website content.

Objectives:
• Provide 4 information sessions or handouts regarding health, wellness and nutrition topics at each congregate meal site.

Methods:
• Arrange speakers or publish newsletters/handouts or post articles of interest on the lacomida.org website.

Goal 4: Ensure client satisfaction with the meal service provided.

Objectives:
• Achieve > 80% satisfaction rating from clients who respond to the survey.

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Methods:
• Annual Senior Nutrition Program (SNP) Participant Satisfaction Survey conducted by the County of Santa Clara Department of Aging and Adult Services.

III. REPORTS ON PROGRAM GOALS, OBJECTIVES, AND METHODS

Licensee shall provide semiannual activity reports relating to this Scope of Program Services for the periods ending December 31 and June 30, within thirty days after these dates.

IV TIME SCHEDULE
Services shall run through the term of this License Agreement.

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Utilities
Meeting Date: October 20, 2025
Report #:2506-4913
TITLE
Adoption of a Resolution to Extend the City’s Participation in the Northern California Power Agency’s Support Services Program for Another 10 Years to 2037, Designating Authorized Signatories, and Updating Contracting Authority to Align with the Municipal Code; CEQA Status – Not a Project

RECOMMENDATION
Staff recommends that the City Council adopt the Resolution (Attachment A) to:

1. Reaffirm the City Manager’s authority to execute the Support Services Program Agreement (Attachment B) between the Northern California Power Agency (NCPA) and the City of Palo Alto; and

2. Reaffirm appointment of the City Attorney and City Manager, or their designees, as designated representatives to jointly execute any individual Confirmation for Support Services on behalf of the City: (a) without Council approval, provided the Confirmation satisfies the contracting authority for the City Manager as set forth in the Palo Alto Municipal Code 2.30.210; or (b) with Council approval, for all other Confirmations.

3. Set a self-imposed term limit for the City’s participation in the Support Services Program of 10 years from the current self-imposed participation period ending of 2027, to extend City’s participation through 2037, and return to Council in 2035 to consider ongoing participation.

EXECUTIVE SUMMARY
This report and the attached Resolution satisfy the requirement in Council’s June 2017 Resolution 9681,1 Section 4, that staff bring to the City Council a recommendation to extend or terminate participation in the NCPA Support Services Program (Program) in 2025. Although the underlying agreement with NCPA has no termination date, the City as a signatory member would be required to provide two years’ written notice to terminate its participation. Staff 1 City Council, June 5, 2017; Agenda Item #14; Resolution 9861 https://portal.laserfiche.com/Portal/DocView.aspx?id=10422&repo=r-704298fc Item 11
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recommends continuation of the Program for an additional 10 years from Council’s authorized participation period running through 2035, and updating as of 2025 the authorized confirmation expenditure and term limits to align with those set forth in Palo Alto Municipal Code (PAMC) 2.30.210 for the City Manager, or else require Council approval.3 Since 2017, the City has benefited from the Program through procurement of services from 14 vendors with expenditures occurring at a rate of approximately $79,000 per year, and future participation is expected at similar levels.

BACKGROUND
The City is a founding member of NCPA, a joint action agency providing members with opportunities for joint generation, transmission and other projects, as well as other supporting programs such as scheduling and dispatch services and legislative advocacy services to publicly owned utilities throughout Northern California. The City currently receives benefits from various services and programs offered by NCPA.

Council unanimously adopted Resolution 9681 on June 5, 2017 which gave the City Manager authority to execute the Support Services Program Agreement with NCPA, as described in Staff Report 7869.4 Resolution 9681 also identified the City Manager as the designated representative to execute Confirmations to receive services through NCPA’s or Southern California Public Power Agency’s (SCPPA) preapproved vendors and contracts either (a) without City Council’s approval provided the term does not exceed three years, the total not to exceed amount with any individual vendor does not exceed $85,000 per year, or (b) with Council approval provided the total not-to exceed amount does not exceed $250,000 per year.

Additionally, the Resolution included a 10-year, self-imposed term limit and required staff to bring a recommendation to the City Council in 2025 on whether to withdraw from the program (providing two years’ written notice) or extend the program beyond 2027.

ANALYSIS
Adoption of the attached Resolution will extend participation in the Program for 10 years from Council’s previously established term limit expiration of 2027, while aligning the service confirmation expenditure and/or confirmation term limits that can be authorized without Council approval with those set forth in PAMC 2.30.210 for the City Manager, and removing the expenditure cap from Confirmations requiring Council approval. These will not change how the City participates in the Support Services Program, in which NCPA competitively solicits and contracts for professional services and general services, such as equipment maintenance, at set rates available to any participating member agencies, upon a member agency’s execution of a support services Confirmation with NCPA. From 2017 to April 2025, the City spent an average of 3 PAMC Section 2.30.200 (d) Procurement officer contract award authority https://codelibrary.amlegal.com/codes/paloalto/latest/paloalto_ca/0-0-0-61873 4 City Council, June 5, 2017; Agenda Item #14; SR #7869, https://www.paloalto.gov/files/assets/public/v/1/agendas-minutes-reports/reports/city-manager-reports- cmrs/year-archive/2017/id-7869-6-5-17-reso-ncpa.pdf
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$79,000 per year, on professional services from 14 different vendors; the expenditures are categorically listed as follows:
$381,000 on EV promotion and public education over four years from four vendors $50,000 on energy efficiency consulting over three years from two vendors $46,000 on engineering consulting over one year from one vendor $37,000 on resource planning consulting over one year from one vendor $35,000 on transmission planning consulting over one year from one vendor $26,000 on wildfire mitigation consulting over two years from two vendors $24,000 on natural gas regulatory consulting over two years from one vendor $21,000 grant application services over one year from one vendor $13,000 on executive leadership training over one year from one vendor.

NCPA continually updates their contract offerings and members can recommend NCPA solicit and contract for specified services of interest across the membership. The Program has been used exclusively for Professional Services and has not, nor is it anticipated to, be used for Purchase of Goods or Public Works-related activities. Upon approval of continued participation in the Program, staff expect similar levels of participation and expenditure.

Extending participation in the Program for 10 years from 2027 has little policy implication as the internal processes and guidance to ensure compliance with PAMC requirements are already in place and the Support Services Program Agreement with NCPA has been unchanged since its initial execution. Further, participation in the Program is consistent with the Utilities Department’s Strategic Plan to manage costs.

Aligning the Confirmation expenditure amounts and terms limits to be consistent with authority provided to the City Manager in PAMC 2.30.210 ensures any future changes to contracting authority limits in the Municipal Code would be automatically applied to the Program service Confirmations, without potentially having two different standards and needing a separate Council action to align each PAMC update. As specified in Section 2.2.1 of the SSPA, such changes would require 30 days’ written notice to NCPA accompanied by the approved Resolution in Attachment A before going into effect. Additionally, internal processes and guidance would be updated to reflect changes to expenditure and/or terms limits. The new resolution also proposes removing the annual cap on the confirmation amount that could be approved by Council, removing the need to make periodic inflation adjustments.

Program Benefits
The benefits of participating in the Program have largely been realized through an efficient procurement process that manages the due diligence of public procurement and the timeliness of professional service needs and the ability to agregate interest across all member agencies.

Use of vendors preapproved by NCPA has reduced City staff time spent on procurements of services for utility programs and projects as well as vendor onboarding, with this work in these instances being done by NCPA with a nominal administrative fee.

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As per Staff Report 7869, staff created and adhered to guidelines to ensure compliance with PAMC Section 2.30.360 (k), allowing reliance on another governmental agency‘s competitive solicitation process in place of the City conducting its own competitive solicitation. 7 Adherence to these guidelines will continue upon extension of the City’s participation in the Program.

FISCAL/RESOURCE IMPACT
Extension of participation in the Program does not have a cost unless the City procures services under the Program Agreement. Each Confirmation includes not only the services rates, but also NCPA’s costs associated with the administration of the Program. From August 2018 to July 2024, administrative costs per Confirmation were $685 plus $165 for each subsequent month the services extend beyond the initial month of service. Since July 2024, the administrative costs per Confirmation are the lesser of $890 or 4% of the value of the requested service plus a fee of $215 for each additional invoice processed beyond the initial month of service. Under most circumstances and current costs, administrative costs are expected to be under $1,500 per Confirmation. Utilities staff expect these costs to be covered under the existing NCPA services budget.

The City’s direct costs related to participation in the Program will be based on the City’s level of participation and use of the various services offered in each specific procurement activity or services provided by NCPA’s vendors. Staff expect future expenditures to remain near current levels since services under the Support Services Program Agreement remain voluntary, and each member can select and pay for such support services as needed for their organization.

Expenditures under each individual service Confirmation that are authorized without Council review will adhere to the contracting authority for the City Manager established in PAMC section 2.30.210; otherwise the Confirmation will require Council approval. Payment to NCPA’s vendors will be made through NCPA’s All Resource Bill.

STAKEHOLDER ENGAGEMENT
This resolution extending City’s participation in the agreement for procurement of services through NCPA’s preapproved vendors does not directly impact customers to require community outreach.

ENVIRONMENTAL REVIEW
The City Council’s adoption of a Resolution extending the Support Services Agreement with NCPA does not require review under the California Environmental Quality Act, because it does not meet Public Resources Code Section 21065’s definition of a “project”.

ATTACHMENTS
Attachment A: Resolution to Reapprove Participation in the Support Services Program with the Northern California Power Agency through 2037
7 PAMC Section 2.30.360(k) Exemptions from competitive solicitation requirements https://codelibrary.amlegal.com/codes/paloalto/latest/paloalto_ca/0-0-0-61990 Item 11
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Attachment B: Support Services Program Agreement (June 2017) APPROVED BY:

Alan Kurotori, Director Utilities
Staff: Riley Yaylian, Resource Planner
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Resolution No.

Resolution of the Council of the City of Palo Alto Reapproving Participation in the Support Services Program with the Northern California Power Agency through 2037

R E C I T A L S
A. The City of Palo Alto (“City”) is a member of the Northern California Power Agency (“NCPA”), a joint action agency providing members with opportunities for joint generating, transmission and other projects, as well as other supporting programs such as scheduling and dispatch services and legislative advocacy services to publicly owned utilities throughout Northern California.

B. NCPA has numerous service offerings its members may utilize such as joint purchasing, engineering services, transmission and distribution planning, power marketing and analysis, employee training, employment and human relations assistance, customer services and billing, metering and data management, power plant operations, and other forms of assistance and professional services relating to the operation of a publicly owned electric utility, as related to either the generation, transmission, or distribution of electricity or the wholesale or retail operation of such a utility.

C. The Council of the City of Palo Alto previously approved the attached Support Services Program Agreement (“SSPA”) (Attachment B) between NCPA and the City, and ongoing participation will allow the City to continue to utilize the benefit of these services.

D. The SSPA provides that the City’s Designated Representatives are responsible for committing to individual service offerings on behalf of the City as a member organization, and that Council must delegate authority to bind the City/member to contractually receive and pay for service offerings in writing through a Confirmation process.

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

SECTION 1. Approve and authorize the City Manager or his/her designee to continue participating in the SSPA between NCPA and the City of Palo Alto under which the City may utilize NCPA’s preapproved vendors and contracts for services, extending the self- imposed term limit for the City’s participation by 10 years from the previous term expiration of 2027, to 2037;

SECTION 2. Identify the City Manager and the City Attorney as the City’s Designated Representatives under the SSPA to execute Confirmations under the SSPA subject to the Authority Limits set forth in this Resolution.

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SECTION 3. Authorize the City Manager and City Attorney as the City’s Designated Representatives to jointly execute any individual Confirmation for Support Services on behalf of the City: (a) without Council approval, provided the Confirmation falls within the contracting authority delegated to the City Manager under the Palo Alto Municipal Code section 2.30.210; or (b) with Council approval, in all other cases.

SECTION 4. The Council’s adoption of this Resolution and the actions taken herein do not require review under the California Environmental Quality Act because they do not meet the definition of “project” set forth in Public Resources Code Section 21065. Individual Confirmations for programs or services under the SSPA will be subject to all necessary environmental review, as applicable.

INTRODUCED AND PASSED:

AYES:

NOES:

ABSENT:

ABSTENTIONS:

ATTEST:

City Clerk Mayor

APPROVED AS TO FORM: APPROVED:

Assistant City Attorney City Manager

Director of Utilities

Director of Administrative Services
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NORTHERN CALIFORNIA POWER AGENCY

SUPPORT SERVICES PROGRAM

AGREEMENT

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(3) Support Services does not include services provided by NCPA pursuant to third phase agreements relating to generation projects or other project agreements previously or subsequently entered into by NCPA and certain of its Members.

(4) Support Services does not include any on-going services which are to be provided by NCPA to its Members through program agreements. For example, Support Services does not include any legislative and regulatory services provided through the Legislative and Regulatory Affairs Program Agreement.

D. The Signatory Members desire that NCPA negotiate and enter into agreements with third parties to provide the Support Services for the benefit of Participating Members. This Agreement does not authorize NCPA to directly provide Support Services utilizing NCPA’s own staff, except in limited circumstances. Such direct provision of Support Services may be provided to one or more Members through either a Single Member Service Agreement or a Professional Services/Operating Agreement as deemed appropriate by NCPA.

E. Each Support Service will be offered by NCPA to all the Signatory Members. Those Signatory Members wishing to accept the offer with respect to a particular Support Service will execute a written confirmation for that Support Service (a “Confirmation”) and thereby become a Participating Member with respect to such Support Service. The Participating Members executing a particular Confirmation will pay NCPA the cost of providing the Support Services offered by such Confirmation as detailed in the Confirmation including the cost of developing the Confirmation; Signatory Members not executing a particular Confirmation will have no obligation with respect to the Support Services provided pursuant to that Confirmation.

F. Each Signatory Member, in executing this Agreement, will provide the identity of the Designated Representatives authorized to execute Confirmations on its behalf, and agrees that, subject to such not to exceed dollar limitations as are set forth in its signature page to this Agreement (as such limitations may be amended), any Confirmations executed by such Designated Representatives are binding upon the Signatory Member without further approval by the Signatory Member’s Governing Board.

G. NCPA desires to provide, and the Signatory Members desire to secure, Support Services under this Agreement in a manner that balances their operational and economic interests and the interests of other NCPA Members with the ongoing financial viability and professional responsibilities of NCPA. Accordingly, Signatory Members desire to secure Support Services under this Agreement by accepting a limited insurance based recourse against NCPA, with the option of procuring additional insurance at Signatory Members’ sole expense, thereby ensuring that NCPA will substantially limit its risk for the provision of such Support Services which, in turn, allocates risks back to the Signatory Members in the event NCPA is not adequately insured.

NOW, THEREFORE, the Parties agree as follows:

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Section 1. Definitions and Interpretation.

1.1 Definitions. Whenever used in this Agreement (including in the preamble and recitals hereto), the following terms shall have the means ascribed to them in this section:

“Agreement” means this NCPA Support Services Program Agreement, including all exhibits or schedules attached hereto, as the same may be amended from time to time in accordance with the terms and conditions hereof.

“All Resources Bill” means the single, combined monthly invoice from NCPA to a Participating Member with respect to all NCPA programs and projects.

“Annual Budget” means the budget for the Fiscal Year adopted by the Commission, as it may be amended from time to time.

“Associate Member” means the Plumas-Sierra Rural Electric Cooperative, an associate member of NCPA.

“Business Day” means any day except a Saturday, Sunday or a Federal Reserve Bank holiday. A Business Day shall open at 8:00 a.m. and close at 5:00 p.m., Pacific Time.

“Commission” means the NCPA Commission.

“Confirmation” has the meaning set forth in the recitals hereto.

“Costs” means both (i) the cost billed to NCPA by a third party provider of Support Services, plus (ii) the direct or indirect costs incurred by NCPA in obtaining such Support Services from the third party provider, including development of the Confirmation, administration of any agreements with the third party provider and any over-head costs incurred. Overhead costs shall be determined by NCPA on a Confirmation –by- Confirmation basis. “Costs” shall also include any NCPA direct or indirect costs, including salary, incurred in those limited instances where NCPA directly provides the Support Services under a Confirmation.

“Constitutive Documents” means, with respect to NCPA, the Joint Powers Agreement and any resolutions or bylaws adopted thereunder, and with respect to each Signatory Member, the California Government Code and other statutory provisions applicable to such Signatory Member and any applicable agreements, charters, contracts, or other documents concerning the formation, operation or decision making of such Signatory Member, including, if applicable, its City Charter, and any codes, ordinances, bylaws, and resolutions adopted by such Signatory Member’s Governing Body.

“Defaulting Party” has the meaning set forth in Section 12.1.

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“Designated Representatives” means, with respect to NCPA, both its General Manager, and its General Counsel, acting jointly, and with respect to each Signatory Member means both its Utility Director (or an employee or official other than the Utility Director designated by resolution of the Signatory Member’s Governing Board) and its City Attorney or General Counsel, acting jointly.

“Effective Date” has the meaning set forth in the preamble hereof.

“Electric System” means, with respect to each Signatory Member except the San Francisco Bay Area Rapid Transit District (“BART”), all properties and assets, real and personal, tangible and intangible, of the Signatory Member now or hereafter existing, used or pertaining to the generation for resale, transmission, transformation, distribution or sale of electric capacity and energy, or the utilization of such, including all additions, extensions, expansions, improvements and betterments thereto and equipment thereof; provided, however, that to the extent the Signatory Member is not the sole owner of an asset or property or to the extent that an asset or property is used in part for the above described purposes, only the Signatory Member’s ownership interest in such asset or property or only the part of the asset or property used for electric purposes shall be considered to be part of its Electric System. “Electric System” means, with respect to BART, all properties and assets, real and personal, tangible and intangible, of BART now or hereafter existing, used or pertaining to the operation or maintenance of its transportation system, including all additions, extensions, expansions, improvements and betterments thereto and equipment thereof; provided, however, that to the extent BART is not the sole owner of an asset or property or to the extent that an asset or property is used in part for the above described purposes, only BART’s ownership interest in such asset or property or only the part of the asset or property used for transportation system purposes shall be considered to be part of its Electric System.

“Event of Default” shall have the meaning provided in Section 12.1.

“Fiscal Year” means the NCPA fiscal year; currently the twelve month period beginning July 1 and ending on the next-following June 30.

“General Manager” means the General Manager of NCPA.

"Good Utility Practice" means any of the practices, methods and acts engaged in or approved by a significant portion of the electric utility industry during the relevant time period, or any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, could have been expected to accomplish the desired result of the lowest reasonable cost consistent with good business practices, reliability, safety and expedition. Good Utility Practice is not intended to be limited to the optimum practice, method or act to the exclusion of all others, but rather to be acceptable practices, methods, or acts generally accepted in the region and consistently adhered to by the electric utility industry.

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“Governing Board” means with respect to NCPA its Commission, and with respect to each Signatory Member means its city council, board of directors, board of port commissioners, or other duly constituted legislative body having approval authority for contracting and purchasing under the terms of the Constitutive Documents of the Signatory Member.

“Joint Powers Agreement” or “JPA” means that certain Amended and Restated Northern California Power Agency Joint Power Agreement dated as of January 1, 2008, as the same may be amended from time to time.

“Member” means any member of NCPA or any Associate Member of NCPA.

“NCPA” has the meaning set forth in the preamble of this Agreement.

“NCPA Procurement Policies” means those policies for the procurement of goods and services adopted by the Commission, as the same may be amended from time to time.

“NERC” means the North American Electric Reliability Corporation, or its successor in interest as the national electric reliability organization designated by the Federal Energy Regulatory Commission.

“Participating Member” has the meaning set forth in the recitals of this Agreement.

“Party” or “Parties” has the meaning set forth in the preamble of this Agreement.

“Revenues” means, with respect to each Signatory Member with the exception of the San Francisco Bay Area Rapid Transit District (“BART”), all income, rents, rates, fees, charges, and other moneys derived by the Signatory Member from the ownership or operation of its Electric System, including, without limiting the generality of the foregoing: (a) all income, rents, rates, fees, charges or other moneys derived from the sale, furnishing and supplying of electric capacity and energy and other services, facilities, and commodities sold, furnished, or supplied through the facilities of its Electric System; (b) the earnings on and income derived from the investment of such income, rents, rates, fees, charges or other moneys to the extent that the use of such earnings and income is limited by or pursuant to law to its Electric System; and (c) the proceeds derived by the Signatory Member directly or indirectly from the sale, lease or other disposition of all or a part of the Electric System, but the term Revenues shall not include (i) customers’ deposits or any other deposits subject to refund until such deposits have become the property of the Signatory Member, or (ii) contributions from customers for the payment of costs of construction of facilities to serve them. In regard to BART, “Revenues” means all income, rents, rates, fees, charges, grants, fares or tariffs, subventions and other moneys derived by the BART from its operation including, without limiting the generality of the foregoing, (i) the earnings on and income derived from the investment of such income, rents, rates, fees, charges grants, fares or tariffs, subventions or other moneys, and (ii) the proceeds derived by the BART directly or indirectly from the sale, Item 11
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lease or other disposition of all or a part of its assets, but the term Revenues shall not include any moneys derived from sources the use of which is limited by law to expenditures other than BART operating expenses.

“Security Account” means an account established by NCPA and funded by Participating Members in accordance with Section 7.2, the funds of which are available for use by NCPA with respect to a particular Confirmation in accordance with the terms and conditions herein and those of the particular Confirmation.

“Signatory Member” has the meaning set forth in the preamble hereto.

“Support Services” has the meaning set forth in the recitals of this Agreement .

“Uncontrollable Force” means any act of God, labor disturbance, act of the public enemy, war, insurrection, riot, fire, storm, flood, earthquake, explosion, any curtailment, order, regulation or restriction imposed by governmental, military or lawfully established civilian authorities or any other cause beyond the reasonable control of the Party claiming Uncontrollable Force which could not be avoided through the exercise of Good Utility Practice.

“Utility Director” means, with respect to each Signatory Member with the exception of the San Francisco Bay Area Rapid Transit District (“BART”), the person having administrative charge of and responsibility for the operation and maintenance of the Electric System of a Signatory Member. In regards to BART, “Utility Director” means the person having administrative charge of and responsibility for the procurement of electrical energy for the operation of the BART transportation system.

1.2 Interpretation of Agreement. As used in this Agreement (including the preamble and recitals hereto), unless in any such case the context requires otherwise:

1.2.1 The terms “herein,” “hereto,” “herewith” and “hereof” are references to this Agreement taken as a whole and not to any particular provision; the term “include,” “includes” or “including” shall mean “including, for example and without limitation;” and references to a “Section,” “subsection,” “clause,” or “Exhibit” shall mean a Section, subsection, clause or Exhibit of this Agreement, as the case may be.

1.2.2 All references to a given agreement, instrument or other document shall be a reference to that agreement, instrument or other document as modified, amended, supplemented and restated through the date as of which such reference is made, and reference to a law, regulation or ordinance includes any amendment or modification thereof.

1.2.3 A reference to a “person” includes any individual, partnership, firm, company, corporation, joint venture, trust, association, government, organization or other entity, in each case whether or not having a separate legal personality and includes its successors and permitted assigns.

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1.2.4 The singular shall include the plural and the masculine shall include the feminine, and vice versa.

1.2.5 All references to a “day” shall refer to a calendar day, unless specified as a Business Day.

Section 2. Effectiveness of Agreement; Signature Authority .

2.1 Effective Date as to Signatory Member. Following the approval of this Agreement by the Commission, any Member may become a Signatory Member by providing an executed counterpart of this Agreement to NCPA. This Agreement shall become effective as to a given Signatory Member upon the later of the Effective Date and the date on which an executed copy of this Agreement is provided to NCPA. NCPA shall provide a copy of each executed signature page of a Signatory Member to all other Signatory Members.

2.2 Form of Signature Page; Amendment of Designated Representatives and Not to Exceed Dollar Authority. Each Signatory Member signature page shall be in the form attached hereto as Exhibit “A.” Each signature page shall identify the initial Designated Representatives of the Signatory Member and the monetary not to exceed authority for any individual Confirmations for that Signatory Member.

2.2.1 Any Signatory Member may amend its not to exceed authority at any time (either increasing or decreasing such authorities), by providing thirty (30) days written notice of such change to NCPA accompanied by a resolution of the Governing Board of the Signatory Member approving such change in the not to exceed authorities.

2..2.2 Signatory Members shall provide written notice to NCPA upon a change in the identity of either of its Designated Representatives.

Section 3. Support Services Procurement.

3.1 Offers to Procure Support Services. NCPA may, from time to time in its sole discretion, offer to procure one or more Support Services for the Signatory Members. Signatory Members desiring to accept such offer with respect to a particular Support Service shall execute a Confirmation prepared by NCPA for that Support Service and thereby become a Participating Member with respect to such Confirmation and Support Service. Confirmations shall be in substantially the form attached hereto as Exhibit “B,” and as provided in Section 5. Each such Confirmation shall indicate that the particular Support Service will be accomplished by NCPA contracting with a named third party to provide the Support Service, which contract shall thereafter be entered into by NCPA in accordance with the NCPA Procurement Policies.

NCPA’s Designated Representatives shall have the authority to execute Confirmations without the further approval of the Commission where the underlying contract with a third party is within the contracting authority of the General Manager as established by the NCPA Procurement Policies. Provided, however, that NCPA may in its sole discretion choose to self- Item 11
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provide the Support Services, rather than contracting with a third party, where it is providing training, human resources assistance, assistance with NERC or other regulatory compliance, or assistance in the form of student interns to the Signatory Members.

3.2 NCPA Procurement of Support Services. NCPA agrees, upon receipt of a Confirmation executed by the Designated Representatives of one (1) or more Participating Members, to procure the Support Service specified in such Confirmation on behalf of the Participating Member(s). Provided, however, that NCPA may in its discretion decline to provide Support Services unless the number of Participating Members and the extent of participation is acceptable to NCPA.

3.3 NCPA Payment of Costs. NCPA shall pay all Costs incurred in providing Support Services under a particular Confirmation using funds: (a) received from Participating Members during the normal course of monthly billing of Members, with the Costs of each Confirmation itemized on the NCPA All Resources Bill; or (b) as necessary from Security Account funds for that Confirmation, if any, paid to NCPA in accordance with Section 7.2; or (c) such other sources and methods as may be agreed upon in writing by the Parties from time to time or as specified in a particular Confirmation.

Section 4. No Purchase of Energy or Natural Gas; Other Exclusions. Support Services do not include the purchase of natural gas, energy, or any attributes of energy including capacity, reliability or environmental attributes (such as credits, benefits, emissions reductions, offsets, and allowances, however titled). This Agreement and associated Confirmations shall not be utilized for the procurement of natural gas, energy, or any attributes of energy. NCPA shall continue to buy and sell natural gas and energy, or its attributes, on behalf of its Members through other existing agreements, including the Gas Purchase Program Agreement, the Market Purchase Program Agreement, Single Member Service Agreements and the Pooling Agreement.

Support Services do not include those items referred to in Recital C.

Section 5. Format of Confirmations; Dollar Not to Exceed Limitations; Amendments.

5.1 Format of Confirmations. Confirmations shall generally be in substantially the form provided by Exhibit “B. Confirmations shall define the scope of the particular Support Service to be provided, the means by which NCPA will procure such Support Service, and any other terms on which such Support Services shall be provided, to the extent such terms are not defined by this Agreement.

5.1. The Confirmation shall identify the third party who will provide the Support Services and incorporate by reference the agreement between the third party and NCPA.

5.1.2 Confirmations shall not amend the terms of this Agreement. In the event NCPA and the Participating Members desire to include a provision in a Confirmation inconsistent with this Agreement, such Confirmation shall be effective only if approved by the Governing Boards of all Participating Members and the Commission.

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5.2 Dollar Not to Exceed Limitations of Confirmations. Each Confirmation shall include a “not to exceed” amount or dollar limitation, broken down by Participating Member, indicating the maximum amount that each Participating Member shall be required to pay for the Support Services provided under the Confirmation. The “not to exceed” shall not relieve a Participating Member of its obligations under this Agreement, including Sections 7 and 11 hereof.

5.2.1 Except as provided in sections 7.4 (relating to use of Security Accounts) and 7.5 (relating to emergency additions to Security Accounts), no Participating Member shall be required to pay for Costs incurred in excess of its stated limitation on a given Confirmation, unless agreed to by the Participating Members.

5.2.2 Any Participating Member may amend its “not to exceed” amount or dollar limitation for a given Confirmation by providing written notice of the change to NCPA executed by its Designated Representatives.

5.3 Amendment of Confirmations. A Confirmation may be amended with respect to all Participating Members only in writing executed by the signatures of the Designated Representatives of NCPA and the Participating Members. Amendments relating to the “not to exceed” amount or dollar limitation of one or more Participating Members shall be accomplished as provided in subsection 5.2.2.

Section 6. Participating Member Authority to Execute Confirmations. Each Participating Member acknowledges and agrees to be bound by their respective Designated Representatives’ execution of Confirmations without further approval by the Governing Board of the Participating Member or other approvals, and agrees that such execution is in accordance with its Constitutive Documents.

Section 7. Payment Obligations; Confirmation Security Account; Invoicing.

7.1 Payment Obligations. Each Signatory Member agrees to pay NCPA each month its share of Costs specific to each Confirmation for which the Signatory Member is a Participating Member.

Such amounts shall be included by NCPA on the monthly All Resources Bill for each Signatory Member, except to the extent that a given Confirmation provides for a different invoicing mechanism and NCPA agrees thereto.

7.2 Confirmation Security Accounts.

7.2.1 Upon issuance of any Confirmation, NCPA shall determine whether or not a Participating Member deposit to a Security Account for that Confirmation will be required in order to provide the Support Service in question. If so, the amount of the required Security Account deposit shall be Item 11
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noted on the Confirmation and the Participating Member or Members shall make the required deposits prior to provision of any Support Services pursuant to that Confirmation. Within ten days of NCPA’s notice of the amount of the Security Account deposit, the affected Participating Member shall have the option of withdrawing its Confirmation and not receiving the Support Service requested therein.

7.2.2 Periodically, and at least quarterly, NCPA shall review and revise its determination of the security necessary for a particular Confirmation and whether each Participating Member has a sufficient balance in the Security Account for that Confirmation.

To the extent that any Participating Member’s balance in the Security Account for the Confirmation is greater than one hundred and ten percent (110%) of the amount required, NCPA shall credit the difference between the balance and the amount required as soon as practicable to the Participating Member’s next following All Resource Bill. To the extent that any Participating Member’s balance in the Security Account for the Confirmation is less than ninety percent (90%) of the amount required, NCPA shall add the difference between the balance and the ninety percent (90%) as soon as practicable to the Participating Member’s next following All Resource Bill, or as necessary, to a special invoice to the Participating Member.

7.3 Security Account in Addition to Other Security Accounts. Any required deposits into a Security Account for a Confirmation pursuant to this Agreement shall be separate from, and in addition to, any security accounts maintained pursuant to other agreements between NCPA and its Members, including but not limited to the Market Purchase Program Agreement, Single Member Services Agreement and the Gas Purchase Program Agreement. Each Security Account for a Confirmation shall be separate from, and in addition to, any Security Account for a different Confirmation.

7.4 Use of Security Account Funds. Security Account funds shall be segregated by Confirmation. NCPA may use any and all funds deposited into the Security Account for a particular Confirmation to pay any Costs it incurs in providing Support Services pursuant to that Confirmation, including making payments to counterparties under any agreement, or for termination payments, requests for assurances by third parties, credit support, payment of claims and related expenses under a Confirmation. Such use shall be without regard to any individual Participating Member’s balance in the Security Account or its proportionate share of Confirmation Costs and irrespective of whether NCPA has issued an All Resources Bill or invoice for such Costs to the Participating Members or whether a Participating Member has made timely payments of All Resources Bills or invoices.

If funds deposited into the Security Account are used by NCPA to pay any Costs it incurs with respect to a particular Confirmation, NCPA will maintain a detailed accounting of each Participating Member’s shares of funds withdrawn from the Security Account or letter of credit, and upon the collection of all or a part of such withdrawn funds from the applicable Participating Member or Members, NCPA will credit back to each Participating Member the Item 11
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funds collected in proportion to such non-defaulting Participating Member’s share of funds withdrawn from the Security Account.

Funds deposited into a Security Account for a particular Confirmation shall not be used to pay the Costs incurred pursuant to a different Confirmation, nor shall any funds in other security accounts maintained by NCPA and not established pursuant to this Agreement be used.

7.5. Emergency Additions. In the event that the funds are withdrawn pursuant to Section 7.4 of this Agreement, or if the Security Account for a particular Confirmation is insufficient to allow payment of an invoice, demand, request for further assurances or claims by third parties with respect to a particular Confirmation, NCPA shall notify all Participating Members for that Confirmation and then prepare and send a special or emergency assessment to the Participating Members. Each Participating Member shall pay to NCPA such assessment when and if assessed by NCPA within ten (10) days of the invoice date of the assessment.

NCPA shall maintain a detailed accounting of each Participating Member’s deposits into and shares of withdrawals from the Security Account for the particular Confirmation.

7.6 Interest on Security Accounts. Monies on deposit in the Security Accounts created pursuant to this Agreement shall be invested by NCPA in accordance with the investment policy adopted by the NCPA Commission. Interest earned (or losses sustained) on the Security Accounts shall be proportionately credited to the Participating Members in accordance with each Participating Member’s Security Account obligations.

7.7 Return of Funds in Security Accounts. Upon the completion of the provision of Support Services under a particular Confirmation, or upon a permitted withdrawal of a Participating Member from a Confirmation, NCPA shall return the share of affected Security Account funds within ninety (90) days. Provided, however, that NCPA shall, in its sole discretion, as determined by the General Manager, estimate the then outstanding liabilities of the Participating Members including any estimated contingent liabilities and shall retain all such funds until all such liabilities have been fully paid or otherwise satisfied in full.

Section 8. Invoicing.

8.1 Invoices. As part of the All Resources Bill or by separate special invoice, as required in the circumstances, NCPA will issue an invoice to each Signatory Member for the fixed Support Services Program Agreement Costs as provided in Section 7.1 and its proportionate share of the Costs of any Confirmation as to which it is a Participating Member.

8.2 Payment of Invoices. All non-emergency invoices delivered by NCPA in the normal course of billing hereunder (including the All Resources Bill) are due and payable on the date indicated on such invoice, but in any event no later than thirty (30) days following receipt thereof; provided, however, that any amount due on a day other than a Business Day may be paid on the following Business Day. NCPA may apply a Participating Member’s share of an applicable Security Account to the payment of all or any portion of an invoice issued to such Participating Member , provided that application of such funds from a Security Account relating Item 11
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to a particular Confirmation shall not relieve the Participating Member from any late payment charges pursuant to Section 8.3. To the extent that NCPA applies funds from the Security Account to pay an amount due under an invoice, following receipt of payment of such invoice by the relevant Participating Member, NCPA shall deposit the relevant portion of the payment into the Security Account and credit such deposit to such Participating Member. Emergency invoices shall be due as indicated in Section 7.5.

8.3 Late Payments. Any amount due and not timely paid by a Signatory Member shall bear interest computed on a daily basis until paid at the lesser of (i) the per annum prime rate (or reference rate) of the Bank of America NT&SA then in effect, plus two percent (2%), or (ii) the maximum rate permitted by law.

Section 9. Settlement Data and Examination of Books and Records; Signatory Member Covenants.

9.1 Settlement Data. NCPA will make settlement data available to the Participating Members. Procedures and formats for the provision of such data will be as established by the NCPA Commission from time to time.

9.2 Records.

9.2.1 NCPA Books and Records. NCPA shall maintain any and all ledgers, books of account, invoices, vouchers, cancelled checks and other records or documents evidencing or relating to charges for the Support Services or expenditures or disbursements to the Signatory Members for a minimum of three (3) years, or for any longer period required by law, from the date of their payment.

9.2.2 Examination of Books and Records. Any Signatory Member shall have the right to examine the books and records created and maintained by NCPA pursuant to this Agreement, including but not limited to (a) those required to be kept by Section 9.2.1 and (b) those required by NCPA to be kept by any third party provider of Support Services, at any reasonable, mutually agreed upon time.

9.2.3 Ownership of Records. Except as otherwise provided in a particular Confirmation, all reports, reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that NCPA prepares or obtains for a Participating Member pursuant to a Confirmation and that relate to the matters covered hereunder shall be the property of the Participating Member. NCPA hereby agrees to deliver those documents to the Participating Member upon termination of the Confirmation to which they refer. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the Participating Member and are not necessarily suitable for any future or other use. Participating Member and NCPA agree that, until final approval by Participating Member, all data, plans, specifications, reports and other documents are confidential and will not be released to third Item 11
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parties without prior written consent of the parties to a Confirmation, except as may otherwise be required by applicable law.

9.3 Signatory Member Covenants. Each Signatory Member covenants and agrees: (i) to continue to pay or advance to NCPA, from its Revenues all payments required under this Agreement; (ii) to make payments to NCPA under this Agreement where NCPA has incurred Costs or is obligated to pay a third party with respect to a Confirmation whether or not there is an interruption in, interference with, or reduction or suspension of Support Services provided under this Agreement, such payments not being subject to any reduction, whether by offset or otherwise, and regardless of whether any dispute exists provided such interruption, interference or reduction in Support Services is caused by forces constituting an Act of God and not reasonably contemplated by the Parties; and (iii) to operate its Electric System and the business in connection therewith in an efficient manner and at reasonable cost and to maintain its Electric System in good repair, working order, and condition.

Section 10. Administration of Agreement.

10.1 General. The NCPA Commission has sole overall responsibility and authority for the administration of this Agreement. Any acts, decisions or approvals taken, made or sought by NCPA under this Agreement shall be taken, made or sought, as applicable, in accordance with NCPA’s Constitutive Documents.

10.2 Withdrawal of Signatory Member. A Signatory Member may voluntarily withdraw from this Agreement at any time by providing two (2) year’s advance written notice to NCPA and the other Signatory Members. A withdrawing Signatory Member shall reimburse NCPA for any and all Costs resulting from the withdrawal including the legal, accounting and administrative costs of winding up and assuring the complete satisfaction and discharge of the withdrawing Signatory Member’s obligations. A withdrawing Signatory Member will continue to be liable for any Costs or on-going obligations relating to a Confirmation as to which that withdrawing Signatory Member is a Participating Member, and withdrawal from any given Confirmation shall be permitted only in accordance with the terms of the particular Confirmation. A withdrawing Signatory Member shall not be liable for Costs under a Confirmation, subsequent to the effective date of the Signatory Member’s withdrawal and if unrelated to Support Services provided under the Confirmation to that withdrawing Signatory Member.

10.3 Termination of Agreement by NCPA. NCPA may terminate this Agreement at any time upon six (6) month’s written notice to the Signatory Members. Any such termination shall not affect any on-going obligations of NCPA relating to Confirmations then in effect, provided that no additional Confirmations shall be offered to the Signatory Members by NCPA after the six month notice of termination has been provided to them by NCPA.

10.4 Termination by Signatory Members. Upon the occurrence of an Event of Default where NCPA is the Defaulting Party, and following the applicable cure periods, one or more Signatory Members may, without limiting their other rights or remedies available under this Item 11
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Agreement, at law or in equity, and without constituting or resulting in a waiver, release or estoppel of any right, action or cause of action the Signatory Members may have against NCPA, terminate this Agreement in whole, subject to the provisions of Section 12.6.4. Termination by one Signatory Member shall not affect the validity of the Agreement as to other Signatory Members.

Section 11. Insurance, Defense and Indemnity Obligations

11.1 Limitation of NCPA Liability. Except as otherwise provided in this Section 11, NCPA shall not at any time be liable for any injury or damage occurring to a Participating Member or any other person or property from any cause whatsoever arising out of this Agreement or any Confirmation entered into pursuant to this Agreement.

11.2 Limited Right of Recourse. The provisions of Section 11.1 shall not apply where the injury or damage is to a Participating Member and is caused by the active negligence of NCPA or of any employee, agent or contractor of NCPA, provided, however, that any liability under this subsection is limited to the extent of the actual coverage and coverage limits of the insurance policies described in this Section 11.

11.2.1 Reimbursement of NCPA Deductibles. Notwithstanding Section 11.2 above, the applicable Participating Member agrees to reimburse NCPA, in a timely manner, for all deductibles or and/or self-insured retentions payable by NCPA for any claim, liability, or damage arising out of this Agreement or any Confirmation entered into pursuant to this Agreement.

11.3 Indemnity Obligation of Participating Members. Except as provided in Section

11.2 above, each Participating Member as to the particular Confirmation involved shall, at its sole cost and expense, indemnify and hold harmless NCPA, and its Members, and their respective officers, agents and employees (“Indemnitees”) from and against any and all liability, obligation, damages, penalties, claims, liens, costs, charges, losses and expenses (including reasonable attorneys’ fees), which may be imposed upon, incurred by or be asserted against the Indemnitees arising out of this Agreement or any Confirmation entered into pursuant to this Agreement.

11.4 Defense Obligation of Participating Members. In the event any action or proceeding shall be brought against the Indemnitees by reason of any matter for which the Indemnitees are indemnified hereunder, the Participating Members as to the Confirmation involved shall, upon reasonable prior written notice from any of the Indemnitees, at Participating Member’s sole cost and expense, resist and defend the same with legal counsel mutually selected by Indemnitee and the Participating Member or Members, unless mutual selection of counsel is expressly prohibited by an applicable insurance policy; provided however, that neither Indemnitee nor Participating Member shall admit liability in any such matter or on behalf of the other without express written consent, which consent shall not be unreasonably withheld or delayed, nor enter into any compromise or settlement of any claim for which Indemnitees are indemnified hereunder without prior express written consent. The Participating Item 11
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Member’s duty to defend shall begin upon receipt of a written notice identifying with specificity the allegations that give rise to this duty to defend.

11.5. Notice of Claims Required. The Parties shall give each other prompt written notice of the making of any claim or the commencement of any action, suit or other proceeding covered by the provisions of this Section 11.

11.6 NCPA Obligation to Maintain Insurance. During the term of the Agreement and prior to providing Support Services under any Confirmation issued pursuant to this Agreement, NCPA shall maintain, or cause to be maintained, in full force and effect, and at its sole cost and expense, the types and limits of insurance as are annually approved by the governing Commission of NCPA.

11.7 Participating Member Insurance. The Signatory Members acknowledge that there are significant limits on NCPA’s liability under the this section 11 and that upon becoming a Participating Member as to one or more Confirmations, the Participating Member may wish to purchase additional insurance of its own to cover the additional risks and the potential additional liabilities it is assuming under this Agreement and Confirmations entered into pursuant to this Agreement. Each Participating Member will, with respect to any additional insurance it obtains or which is otherwise available to it, cause its insurers to issue an endorsement providing a waiver of subrogation rights as to the Indemnitees.

11.8 Survival of Obligations. The defense and indemnity obligations of this Section 11 shall survive the termination of this Agreement.

Section 12. Default and Remedies.

12.1 Events of Default. An Event of Default under this Agreement shall exist upon the occurrence of any one or more of the following by a Party in default of its obligations hereunder (“Defaulting Party”):

(i) if any Signatory Member or Participating Member fails to make any payment due hereunder or to provide assurances as required of NCPA under a Confirmation when due hereunder within two (2) Business Days after receipt of notice given by NCPA of such non-payment; or

(ii) the failure of a Signatory Member to perform any other covenant or obligation under this Agreement where such failure is not cured within ten (10) calendar days following receipt of a notice from NCPA demanding cure (provided that this shall not apply to any failure to make payments (which is covered by Section 12.1 (i) ); or

(iii) if any representation or warranty of a Signatory Member material to the transactions contemplated hereby shall prove to have been incorrect in any material respect when made and the Signatory Member does not cure the facts underlying such incorrect representation or warranty so that the representation or warranty becomes true and Item 11
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correct within ten (10) calendar days of the date of receipt of notice from any other Party demanding cure; or

(iv) if a Signatory Member is in default or in breach of any of its covenants under any other agreement with NCPA and such default or breach is not cured within the time periods specified in such agreement; or

(v) the failure of NCPA to perform any covenant or obligation under this Agreement following a ten (10) calendar day notice to cure by any non-defaulting Signatory Member.

12.2 Cure of an Event of Default. An Event of Default shall be deemed cured only if such default shall be remedied within the time period specified in Section 12.1 above, as may be applicable, after written notice has been sent to the Defaulting Party from NCPA or a non- defaulting Signatory Member specifying the default and demanding that the same be remedied; provided, however, that the failure of a Party to provide such notice shall not be deemed a waiver of such default.

12.3 Participation Rights Of Defaulting Signatory Member. Notwithstanding anything herein to the contrary, upon the occurrence of an Event of Default and until such Event of Default is cured, the Signatory Member that is the Defaulting Party shall not have the right to participate under any additional Confirmations.

12.4 Remedies in the Event of Default.

12.4.1 Remedies of NCPA. Upon the occurrence of an Event of Default where a Signatory Member is the Defaulting Party, without limiting its other rights or remedies available under this Agreement, at law or in equity, and without constituting or resulting in a waiver, release or estoppel of any right, action or cause of action NCPA may have against the Defaulting Party Participant, NCPA may: (i) suspend the provision of Support Services under this Agreement or any Confirmation issued pursuant to this Agreement to such Defaulting Party until the Event of Default is cured; (ii) demand that the Defaulting Party provide further assurances to compel the correction of the default, including the collection of a surcharge, or such other actions as may be necessary to produce Revenues to secure the cure of the Event of Default; and (iii) terminate this Agreement or any Confirmation as to the Defaulting Party, following the expiration of any applicable cure period pursuant to section 12.1, on ten (10) calendar days’ prior written notice to the Defaulting Party.

12.4.2 Remedies of Signatory Members. Upon the occurrence of an Event of Default where NCPA is the Defaulting Party, and following the applicable cure periods pursuant to section 12.1, one or more Signatory Members may, without limiting their other rights or remedies available under this Agreement, at law or in equity, and without constituting or resulting in a waiver, release or estoppel of any right, action or cause of action they may have against NCPA, terminate this Agreement as to themselves and without affecting the validity of the Agreement as to other Signatory Members, subject to the provisions of Section 12.6.4.

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12.5 Special Covenants Regarding Security Accounts. In the event that a Participating Member’s balance in a required Security Account is insufficient to cover all invoices for Costs incurred under this Agreement sent to such Participating Member, then, without limiting NCPA’s other rights or remedies available under this Agreement, at law or in equity, such Participating Member shall cooperate in good faith with NCPA and shall cure the deficit as rapidly as possible, on an emergency basis, taking all such action as is necessary, including, but not limited to, raising rates and charges to its customers to increase its Revenues to replenish its share of the Security Accounts as provided herein, drawing on its cash-on-hand and lines of credit, obtaining further assurances by way of credit support and letters of credit, and taking all such other action as will cure the default with all due haste.

12.6 Effect of Termination or Suspension.

12.6.1 Generally. The suspension or termination of this Agreement will not terminate, waive, or otherwise discharge any ongoing or undischarged contingent liabilities or obligations arising from this Agreement until such obligations are satisfied in full, and all of the Costs incurred by NCPA in connection with such suspension or termination, including reasonable attorney fees, the fees and expenses of other experts, including auditors and accountants, other costs and expenses that NCPA is entitled to recover under this Agreement, and other reasonable and necessary costs associated with any and all of the remedies, are paid in full.

12.6.2 Suspension by NCPA. If performance of all or any portion of this Agreement is suspended by NCPA with respect to a Signatory Member in accordance with Section 12.4.1(i) such Signatory Member shall pay any and all Costs incurred by NCPA as a result of such suspension including reasonable attorney fees, the fees and expenses of other experts, including auditors and accountants, other reasonable and necessary costs associated with such suspension and any portion of the Costs that were not recovered from such Signatory Member as a result of such suspension.

12.6.3 Termination by NCPA. If this Agreement is terminated by NCPA with respect to a Signatory Member in accordance with Section 12.4.1(iii) such Signatory Member shall pay any and all Costs incurred by NCPA as a result of such termination, including reasonable attorney fees, the fees and expenses of other experts, including auditors and accountants, other reasonable and necessary costs associated with such termination and any portion of the Costs that were not, or will not be, recovered from such Signatory as a result of such termination; provided, however, if NCPA terminates this Agreement with respect to the last remaining Signatory Member, then this Agreement shall terminate.

12.6.4 Termination by Signatory Members. If this Agreement is terminated by all Signatory Members in accordance with Section 10.4 , or by unanimous consent of all of the Parties hereto, then the Signatory Members shall pay to NCPA all previously unpaid Costs incurred as of the date of such termination. The Signatory Members shall indemnify NCPA for any costs incurred in connection with such termination, including reasonable attorney fees, fees Item 11
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and expenses of other experts, including auditors and accountants and other reasonable and necessary costs. If the Parties are unable to reach agreement as to the foregoing, then the Parties agree to submit the matter to mediation with a mutually agreed upon mediator. If the Parties are still unable to reach agreement following mediation, then the matter shall be submitted to binding arbitration subject to the rules of the American Arbitration Association, the costs of such arbitration being borne equally among the Signatory Members.

Section 13. Uncontrollable Forces.

13.1 Uncontrollable Force In General. Obligations of the Parties, other than those to pay money when due, shall be excused for so long as and to the extent that failure to perform such obligations is due to an Uncontrollable Force; provided, however, that if a Party is unable to perform due to an Uncontrollable Force, such Party shall exercise due diligence to remove such inability with reasonable dispatch. Nothing contained in this Agreement shall be construed as requiring a Party to settle any strike, lockout, or labor dispute in which it may be involved, or to accept any permit, certificate, contract, or any other service agreement or authorization necessary for the performance of this Agreement or any Confirmations issued pursuant to this Agreement which contains terms and conditions which a Party determines in its good faith judgment are unduly burdensome or otherwise unacceptable.

13.2 Each Party shall notify the others promptly, by telephone to the other Parties’ operating personnel as applicable and to the parties’ Designated Representatives upon becoming aware of any Uncontrollable Force which may adversely affect the performance under this Agreement or any Confirmation entered into pursuant to this Agreement. A Party shall additionally provide written notice to any affected Parties within 24 hours after providing. Each Party shall notify the others promptly, when an Uncontrollable Force has been remedied or no longer exists.

Section 14. Dispute Resolution.

14.1 Informal Dispute Resolution. If any dispute arises between the Parties that cannot be settled after engaging in good faith negotiations, Signatory Members and NCPA agree to resolve the dispute in accordance with the following:

14.1.1 Each Party shall designate a senior management or executive level representative to negotiate any dispute;

14.1.2 The representatives shall attempt, through good faith negotiations, to resolve the dispute by any means within their authority.

14.1.3 If the issue remains unresolved after thirty (30) days of good faith negotiations, despite having used their best efforts to do so, either Party may pursue arbitration pursuant to Section 14.2.

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14.2 Arbitration. In the event that a dispute is unresolved following the informal dispute resolution process established in Section 14.1, either Party may, within sixty (60) days of the termination of such informal dispute resolution process, initiate binding arbitration to resolve such dispute. Disputes shall be arbitrated pursuant to the Commercial Arbitration and Mediation Rules of the American Arbitration Association. The costs of arbitration shall be equally shared by the Parties, and the Parties shall bear their own attorneys’ fees. The arbitrator shall have no authority to amend this Agreement or any Confirmation.

14.3 Claims. This informal resolution process is not intended to nor shall it be construed to, change the time periods for filing a claim or action specified by Government Code § 900, et seq.

Section 15. Miscellaneous

15.1 Compliance with Applicable Laws. NCPA and any subcontractors shall comply with all laws applicable to the performance or provision of the Support Services hereunder.

15.2 Other Governmental Regulations. To the extent that this Agreement or any Confirmation entered into pursuant to this Agreement may be funded by fiscal assistance from another governmental entity, NCPA and any subcontractors shall comply with all applicable rules and regulations to which Participating Members are bound by the terms of such fiscal assistance program.

15.3 Licenses and Permits. NCPA represents and warrants to Participating Members that NCPA and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that is legally required to practice their respective professions. NCPA represents and warrants to Participating Members that NCPA and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions.

15.4 Independent Contractor. At all times during the term of this Agreement, NCPA shall be an independent contractor and shall not be an employee of any Participating Member.

A Participating Member shall not have the right to control the means by which NCPA accomplishes Support Services rendered pursuant to this Agreement and the Confirmations entered into pursuant to this Agreement. Notwithstanding any other agency, state, local or federal policy, rule, regulation, law, or ordinance to the contrary, NCPA and any of its employees, agents, and subcontractors providing Support Services under this Agreement and the Confirmations entered into pursuant to this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by any Participating Member, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of a Participating Member and entitlement to any contribution to be paid by a Participating Member for employer contributions and/or employee contributions for PERS benefits.

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15.5 Confidentiality. The Parties will keep confidential all confidential or trade secret information made available to them in connection with this Agreement (including all Confirmations entered into pursuant to this Agreement), to the extent possible, consistent with applicable laws, including the California Public Records Act. It shall be the responsibility of the holder of the claim of confidentiality or trade secret to defend at its expense against any request that such information be disclosed. Confidential or trade secret information shall be marked or expressly identified as such.

15.6 Liabilities of Signatory Members.

15.6.1 No Signatory Member shall be liable under this Agreement for the obligations of any Confirmation as to which it is not a Participating Member. Notwithstanding the foregoing, the Parties acknowledge that any debts or obligations entered into by NCPA pursuant to this Agreement not connected with any Confirmation shall be jointly and severally borne by them as Signatory Members , and not by non-Signatory Members of NCPA, pursuant to Article IV, Section 3(b) of the Joint Powers Agreement.

15.6.2 Each Participating Member shall be solely responsible and liable for performance of its own obligations under this Agreement as to those Confirmations under which it has chosen to receive Member Services. The obligation of each Participating Member under a given Confirmation is a several obligation and not a joint obligation with those other Participating Members with respect to a given Confirmation, subject to the authority of NCPA pursuant to section 7 to utilize Security Account funds if necessary for a given Confirmation regardless of the Participating Member which provided such Security Account funds.

15.7 No Consequential Damages. FOR ANY BREACH OF ANY PROVISION OF

THIS AGREEMENT FOR WHICH AN EXPRESS REMEDY OR MEASURE OF

DAMAGES IS PROVIDED IN THIS AGREEMENT, THE LIABILITY OF THE

DEFAULTING PARTY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION, AND ALL OTHER DAMAGES OR REMEDIES ARE HEREBY WAIVED. IF NO

REMEDY OR MEASURE OF DAMAGE IS EXPRESSLY PROVIDED, THE LIABILITY

OF THE DEFAULTING PARTY SHALL BE LIMITED TO ACTUAL DAMAGES ONLY AND ALL OTHER DAMAGES AND REMEDIES ARE HEREBY WAIVED. IN NO

EVENT SHALL NCPA OR ANY PARTICIPATING OR SIGNATORY OR OTHER

MEMBER OR THEIR RESPECTIVE SUCCESSORS, ASSIGNS, REPRESENTATIVES,

DIRECTORS, OFFICERS, AGENTS, OR EMPLOYEES BE LIABLE FOR ANY LOST

PROFITS, CONSEQUENTIAL, SPECIAL, EXEMPLARY, INDIRECT, PUNITIVE OR

INCIDENTAL LOSSES OR DAMAGES, INCLUDING LOSS OF USE, LOSS OF

GOODWILL, LOST REVENUES, LOSS OF PROFIT OR LOSS OF CONTRACTS

ARISING FROM THIS AGREEMENT OR ANY CONFIRMATION ENTERED INTO

PURSUANT TO THIS AGREEMENT EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH SIGNATORY MEMBER EACH

HEREBY WAIVES SUCH CLAIMS AND RELEASES EACH OTHER AND EACH OF NCPA AND ITS MEMBERS FROM ANY SUCH LIABILITY.

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The Parties acknowledge that California Civil Code section 1542 provides that: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” The Parties waive the provisions of section 1542, or other similar provisions of law, and intend that the waiver and release provided by this section of this Agreement shall be fully enforceable despite its reference to future or unknown claims and its application to future and unknown Confirmations.

15.8 Amendments. Except where this Agreement specifically provides otherwise, this Agreement may be amended only by written instrument executed by the Parties with the same formality as this Agreement.

15.9 Severability. In the event that any of the terms, covenants or conditions of this Agreement or the application of any such term, covenant or condition, including application to any particular Confirmation, shall be held invalid as to any person or circumstance by any court having jurisdiction, all other terms, covenants or conditions of this Agreement and their application shall not be affected thereby, but shall remain in force and effect unless the court holds that such provisions are not severable from all other provisions of this Agreement.

15.10 Governing Law. This Agreement shall be interpreted, governed by, and construed under the laws of the State of California.

15.11 Headings. All indices, titles, subject headings, section titles and similar items are provided for the purpose of convenience and are not intended to be inclusive, definitive, or affect the meaning of the contents of this Agreement or the scope thereof.

15.12 Notices. Any notice, demand or request required or authorized by this Agreement or any Confirmation entered into pursuant to this Agreement, to be given to any Party shall be in writing. They shall either be personally delivered to a Signatory Member’s Designated Representatives and to the Secretary of the Commission or transmitted to the Signatory Member’s Designated Representatives and to the Secretary of the Commission at the addresses shown on the signature pages hereof by U.S. mail, first class postage prepaid. The designation of such address may be changed at any time by written notice given to the Secretary of the Commission who shall thereupon give written notice of such change to each Participant.

Notices shall be deemed received upon delivery or three (3) days after mailing.

15.13 Warranty of Authority. Each Party represents and warrants that it has been duly authorized by all requisite approval and action to execute and deliver this Agreement and that this Agreement is a binding, legal, and valid agreement enforceable in accordance with its terms as to that Party.

15.14 Counterparts. This Agreement may be executed in any number of counterparts, and each executed counterpart shall have the same force and effect as an original instrument and as if all the signatories to all of the counterparts had signed the same instrument. Any signature page of this Agreement may be detached from any counterpart of this Agreement without Item 11
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impairing the legal effect of any signatures thereon, and may be attached to another counterpart of this Agreement identical in form hereto but having attached to it one or more signature pages.

15.15 No Assignment. Except as otherwise provided in a particular Confirmation, no Signatory Member may assign or otherwise transfer any other rights and obligations under this Agreement without the express written consent of NCPA.

15.16 Venue. In the event that a Party brings any action under this Agreement or any Confirmation issued pursuant to this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Placer or in the United States District Court for the Eastern District of California.

15.17 Attorneys’ Fees. If a Party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement or any Confirmation issued pursuant to this Agreement, the Parties shall bear their own attorneys’ fees.

15.18 Interpretation. Each Party to this Agreement is sophisticated in the operation of electric utilities, and operates a publicly owned Electric System. Each Party to this Agreement was represented by counsel during the negotiation of this Agreement. Hence, this Agreement and all Confirmations issued pursuant to this Agreement shall be interpreted as being equally drafted by all Parties and without reference to Civil Code Section 1654 requiring interpretation against Parties causing an ambiguity.

15.19 No Third Party Beneficiaries. Except as otherwise provided in a particular Confirmation to the contrary, nothing contained in this Agreement or any Confirmation issued pursuant to this Agreement is intended by the Parties, nor shall any provision of this Agreement or any Confirmation issued pursuant to this Agreement be deemed or construed by the Parties or by any third person, to be for the benefit of any third party, nor shall any third party have any right to enforce any provision of this Agreement or any Confirmation issued pursuant to this Agreement or be entitled to damages for any breach by the Parties of any of the provisions of this Agreement or any Confirmation issued pursuant to this Agreement.

15.20 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement or any Confirmation does not constitute a waiver of any other breach of that term or any other term of this Agreement or Confirmation.

15.21 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties.

15.22 Conflict of Interest. NCPA shall not employ any Participating Member official or employee to perform Support Services for that Participating Member. No officer or employee of Participating Member shall have any financial interest in this Agreement or any Confirmation entered into pursuant to this Agreement that would violate California Government Code Sections 1090 et seq.

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EXHIBIT “A”

NORTHERN CALIFORNIA POWER AGENCY

SUPPORT SERVICES PROGRAM AGREEMENT
Signatory Member Execution Page

The Support Services Program Agreement is hereby approved, executed and joined by the following NCPA Member as a Signatory Member:

____________________________ [Name of NCPA Member Agency]

1. The initial Designated Representatives of the Signatory Member who are jointly authorized to execute Confirmations on behalf of the Signatory Member are:

___________________________ ____________________________ Utility Director General Counsel or City Attorney

2. The Designated Representatives are authorized to jointly execute any given individual Confirmation for Support Services on behalf of the Signatory Member which does not exceed $_____________ .

The NCPA Support Services Program Agreement was approved on ______________ __, 20__ by resolution no. ______ of the ____________________ _______________[Name of Governing Body of Signatory Member, e.g., “city council” or “board of directors”].

By:________________________________ [Signature of person executing] Its:________________________________ [Title of person executing]

Attest:

__________________________ [Signature of Person Attesting to Approval] Its: _______________________ [Title of Person Attesting]

Approved as to Form:

By: _______________________________
Title: _______________________________

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EXHIBIT “B”
NCPA Services Program Agreement Form of Confirmation:

CONFIRMATION UNDER THE NCPA SUPPORT SERVICES PROGRAM

AGREEMENT

1. This is a Confirmation pursuant to the Support Services Program Agreement and subject to the terms and conditions of that agreement, except as expressly provided in this Confirmation. All capitalized terms have the meaning given to them in the Support Services Program Agreement.

2. The Participating Members for this Confirmation are:

3. NCPA agrees to provide the following Support Services to the Participating Members:

The Support Services will be contracted for by NCPA with ____________ using an agreement in substantially the form attached to this Confirmation.

4. The Participating Members executing this Confirmation agree to pay for the Support Services in the not to exceed amounts specified in this Confirmation and in accordance with the provisions of the Support Services Program Agreement:

5. A Security Account deposit [ is not required for this Confirmation/is required for this Confirmation in the amount of $ ______________ ]

Participating Member ____________ NORTHERN CALIFORNIA POWER AGENCY

By:__________________________
By its Designated Representatives:

___________________________ Randy S. Howard, General Manager and

___________________________ Attest:

______________________________
Cary Padgett,
Assistant Secretary to the Commission

Approved as to Form:

By: __________________________

2507645.12 General Counsel
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EXHIBIT "A"

NORTHERN CALIFORNIA POWER AGENCY

SUPPORT SERVICES PROGRAM AGREEMENT
Signatory Member Execution Page
The Support Services Program Agreement is hereby approved, executed and joined by the following NCPA Mernber as a Signatory Member:

THE CITY OF LODI
CityY anager - Steve Scuer
Authorized for Not More Than $20,000
Per Confirmation

2. The Designated Representatives are authorized to jointly execute any given individual Confirmation for Support Services on behalf of the Signatory Member which does not exceed the dollar amounts specified above.

The NCPA Support Services Program Agreement was approved on pr t tyL { 2, 2016 by Resolution no. 2016- lW-., of the Lodi City Council. ty Dire or - Elizabeth Kirldey
Authorized for Not More Than $15,000
Per Confirmation
-- was

1. The initial Designated Representatives of the Signatory Member who are jointly autho, -d to execute Confirmations on behalf of the Signatory Member are:

City A lorney - Janice D. Magdich
[Signature of person executing]
[Title of person executing]
By:
'anice_DlMagdich
Title: City Attorney
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I✓YHIBIT "A"

NORTHERN CALIFORNIA POWER AGENCY

SUPPORT SERVICES PROGRAM AGREEMENT
Signatory Member Execution Page
The Support Services Program Agreement is hereby approved, executed and joined by the following NCPA Member as a Signatory Member:

THE CITY OF GRIDLEY,

1. The initial Designated Representatives of the Signatory Member who are jointly authorized toe ecute Confirmations on behalf of the Signatory Member are:

Cliff Wa er Antho a an
City Adrr~irn t - City Attorney

2. The Designated Representatives are authorized to jointly execute any given individual Confirmation for Support Services on behalf of the Signatory Member which does not exceed X125,000.

The NCPA Su rt Services Program Agreement was approved on February 7, 2022, by Resolution 1`22-R-006 of the City Council of the City of Gridley.

By: ( ~ ~ ~.~`' Bruce Johnson
Its: ~~-/ Mayor of Gridley
Attest:

Cliff Wagner
Its: I ~--~ City Clerk
Approved to Form:

By: .~~^-
Tide: ity o • r
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: City Auditor
Meeting Date: October 20, 2025
Report #:2509-5168
TITLE
Approval of the Dispatch Center Assessment Report as Recommended by the Policy & Services Committee.

RECOMMENDATION
The Policy & Services Committee and Office of the City Auditor recommend City Council approve the Dispatch Center Assessment Report.

BACKGROUND
Baker Tilly Advisory, in its capacity serving as the Office of the City Auditor (OCA), was tasked with performing an assessment of the City's Public Safety Answering Point (PSAP) or Dispatch Center as part of the FY2024 Annual Audit Plan. The purpose of this assessment was to provide information requested by the Palo Alto Police and Fire Departments on Dispatch Center performance. This assessment answers specific questions posed by the City and is considered a non-audit service.

ANALYSIS
The objective of the Dispatch Center Assessment was to:
Gather information about the dispatch center’s performance, and Evaluate the center’s staffing, call processing, Emergency Medical Dispatching (EMD), and training.

Unlike a traditional audit report, the assessment provides information about current state operations and offers considerations for future state operations. The City’s Police and Fire Departments have provided management responses to the assessment’s results (Attachment B). The Policy & Services Committee reviewed the assessment and unanimously recommended Council approval of the report at its September 9, 2025 meeting. The Committee discussed several areas of interest, including:

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Tracking and improving City performance in relation to more expediently processing/ dispatching calls,
Implementing a quality assurance process for general calls as resources allow, Continuing to eliminate duplicate incidents in the dispatching system during emergencies, and
Improving tracking and monitoring of key metrics in support of better future decision- making with regards to resource allocation.

The City operates a 24-hour dispatch center or Public Safety Answering Point (PSAP) housed within the Communication Division of the Palo Alto Police Department (PAPD). The City’s PSAP receives, and dispatches calls for various City departments including Police, Fire, Emergency Medical Services (EMS), 24-hour non-emergency line, Utilities, Public Works, and Animal Control. The City’s PSAP also serves Stanford University’s call center providing police dispatching and fire services and is part of a tri-city consolidated system with Mountain View and Los Altos.

OCA assessed the City’s PSAP performance in four areas: staffing, call processing, EMD and training, benchmarking results against neighboring cities and counties.

Staffing
OCA assessed different staffing models, how changes to the staffing structure at the City’s PSAP might impact services, and how the PSAP is performing on key answering and call processing metrics. OCA found that budgeted staffing levels appear to be in line with industry standards and benchmarked agencies but at the time of the assessment, the PSAP was understaffed.

Overall, stakeholder feedback on the PSAP’s service provision was positive but there is room for improvement. OCA was unable to determine, based on the data available, how outsourcing Fire and EMS dispatching may impact staffing levels and service provision at the City’s PSAP. In the future, the City might consider conducting a staffing utilization assessment to better understand how dispatcher time is spent and if there are opportunities to gain efficiencies.

Call Processing
OCA evaluated the PSAP’s call answering and call processing performance. The City’s PSAP follows the National Emergency Number Association (NENA) call processing standards which require a PSAP to answer 90% of calls in 15 seconds or less and 95% of calls in 20 seconds or less. Palo Alto’s PSAP exceeds these standards, answering 99.53% of call within 10 seconds. The National Fire Protection Agency’s (NFPA) call processing standards require a PSAP dispatch 90% of calls within 90 seconds and 99% of calls within 120 seconds. These standards are not currently incorporated into the City’s PSAP policies, but these standards are tracked by Palo Alto’s Fire Department. The City’s PSAP does not currently meet these standards with 68% of calls dispatched with 90 seconds and 83% within 120 seconds in 2024. OCA also noted that the Item 12
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City’s PSAP lacks a formal quality assurance process for general call processing. This is something it might consider implementing.

Emergency Medical Dispatch (EMD)
EMD is a structured protocol for answering medical calls received by emergency dispatch centers to quickly determine the nature and priority of the call and provide pre-arrival instructions to the caller to help the patient until Emergency Medical Services (EMS) arrive on location. The City’s dispatchers are all trained in EMD. While the City’s PSAP complies with many EMD standards, OCA noted that EMD recommended processes have not been formalized.

OCA’s analysis of EMD calls noted that some calls are not coded accurately and there is room for improvement. However, the third-party vendor who began monitoring EMD compliance in2024 noted that the PSAP’s overall performance score meets standards. In addition to assessing call coding accuracy, OCA noted that there is no formal follow-up process on dispatcher performance reports and recommends such feedback should be formally acknowledged by the dispatcher and any deficiencies formally follow-up by management.

Training
Dispatchers, and especially EMD dispatchers, require an extensive amount of initial and ongoing training to properly answer calls and provide appropriate information to responders in an effective and efficient manner. While the City’s PSAP has a comprehensive training manual and formally evaluates EMD calls, it does not currently have a formal process for evaluating the service provided on other calls received. The City should consider developing and incorporating formal feedback procedures into the Communication Training Manual including processes for addressing performance deficiencies.

FISCAL/RESOURCE IMPACT
The timeline and resource needs for implementation of any actions specified in management's corrective action plans are identified by management within their attached response memos.

STAKEHOLDER ENGAGEMENT
The OCA worked with and would like to thank the Police and Fire Departments and City Manager's Office for their assistance in conducting this assessment. We would especially like to thank the Dispatch Center management and staff for their time, assistance and collaboration on this assessment.

ENVIRONMENTAL REVIEW
Council action on this item is not a project as defined by CEQA because contracting for auditing services is an organizational or administrative activity that will not result in direct or indirect physical changes in the environment. CEQA Guidelines section 15378(b)(5).

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ATTACHMENTS
Attachment A: Dispatch Center Assessment
Attachment B: Management Response to Dispatch Assessment Attachment C: Policy & Services Committee Presentation
APPROVED BY:

Kate Murdock, City Auditor
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1 City of Palo Alto
Office of the City Auditor
Dispatch Center Assessment
August 15, 2025
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Contents
Baker Tilly Advisory Group, LP and Baker Tilly US, LLP, trading as Baker Tilly, operate under an alternative practice structure and are members of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities. Baker Tilly US, LLP is a licensed CPA firm that provides assurance services to its clients. Baker Tilly Advisory Group, LP and its subsidiary entities provide tax and consulting services to their clients and are not licensed CPA firms.

EXECUTIVE SUMMARY ................................................................................................................. 1 PURPOSE OF THE AUDIT ........................................................................................................ 1 CURRENT STATE OPERATIONAL OBSERVATIONS ............................................................. 1 FUTURE STATE OPERATIONAL CONSIDERATIONS ............................................................ 2 INTRODUCTION ............................................................................................................................. 3 OBJECTIVE ................................................................................................................................ 3 BACKGROUND .......................................................................................................................... 3 SCOPE AND PROCEDURES .................................................................................................... 3 ORGANIZATIONAL STRENGTHS ............................................................................................. 4 DETAILED ANALYSIS ..................................................................................................................... 5 STAFFING .................................................................................................................................. 6 CALL PROCESSING ................................................................................................................ 15 EMERGENCY MEDICAL DISPATCH (EMD) CALLS .............................................................. 19 TRAINING ................................................................................................................................. 23 APPENDICES ................................................................................................................................ 25 APPENDIX A: SURROUNDING ORGANIZATION/DISPATCH CENTER SURVEY RESPONSES (BASED ON 2023 ANNUAL DATA) ......................................................................................... 26 APPENDIX B: DISPATCH CENTER ASSESSMENT QUESTIONS ........................................ 29

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1 Executive Summary
Purpose of the Assessment
Baker Tilly Advisory Group, LP (Baker Tilly), in its capacity serving as the Office of the City Auditor (OCA) for the City of Palo Alto (the City), conducted a Dispatch Center Assessment based on approved Task Order 4.28 as part of the City’s FY24 Audit Plan. The objective of this assessment was to:

Gather general information about the dispatch center’s performance and evaluate its staffing, call processing, Emergency Medical Dispatching (EMD), and training.

Unlike a traditional audit report which issues findings and recommendations, this assessment provides information about the current state of operations and offers considerations for future state operations.

Current State Operational Observations
Staffing
 Palo Alto Dispatch Center budgeted staffing levels appear to be in line with industry standards and benchmarked agencies; however, the Center is currently understaffed.  Overall stakeholder feedback on Dispatch Center service provision was positive but there is room for improvement.

Call Processing
 Palo Alto appears to exceed NENA call answering standards but underperform on NFPA call processing standards.
o The National Emergency Number Association (NENA) standard for answering 9-1-1 calls is 90% of calls should be answered within 15 seconds. Palo Alto exceeded this standard, answering 99.53% of 9-1-1 calls within 10 seconds in 2024. o While not currently followed by Palo Alto’s Dispatch Center, the National Fire Protection Association (NFPA) standard for dispatching calls is 90% of calls should be dispatched within 90 seconds. In 2024, only 68% of Palo Alto’s calls were dispatched within the recommended 90 seconds.
 The Dispatch Center lacks a formal QA process for general call processing.

Emergency Medical Dispatch
 The Dispatch Center complies with many EMD standards but should consider formalizing processes to ensure adherence to standards and best practices.  OCA’s analysis of 50 calls (20 EMD, 20 NOEMD, and 10 N/A) found that:
o All EMD coded calls had the correct determinant assigned. o 3 out of 20 NOEMD calls or 6% of our total sample were not accurately coded and should have been coded as EMD.
o 9 out of 10 N/A calls or 18% of our total sample should have been assigned as NOEMD.
 There is No Formal Follow-up on Performance Reports and Dispatchers Do Not Need to Formally Acknowledge Receipt of Feedback.

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2 EXECUTIVE SUMMARY
 The recently outsourced Quality Assurance vendor for EMD calls determined overall agency performance meets standards.

Training
 The Dispatch Center has a comprehensive training manual and formally evaluates EMD calls but does not have a formal process for evaluating other calls received.  All Dispatchers are in compliance with Continuing Professional Training requirements.

Future State Operational Considerations
Staffing
 The City might consider conducting a staffing utilization assessment to better understand how dispatcher time is spent and if there are opportunities to gain efficiencies. Such an assessment could also consider the possibility of outsourcing certain services such as 3-1-1, Utility, Public Works, and/or Fire/EMS calls.
 Overall stakeholder feedback on Dispatch Center service provision was positive but there is room for improvement. The following areas were noted for improvement:
• Provide more details in dispatcher notes and communication, • Assist in eliminating duplicate incidents during emergency events, and • Ensure incidents are not “closed” out in the dispatch system prior to Officer approval so records are complete and accurately reflect the nature of the incident.

Call Processing
 The City should consider whether a formal QA process should be implemented for general call processing to ensure dispatch staff receive ongoing coaching and feedback. Implementing such a program may not be feasible with current staffing levels or if staffing levels drop below a certain threshold.

Emergency Medical Dispatch
 The Dispatch Center should consider formalizing processes related to EMD Call processing standards.
 While EMD determinant accuracy appears to be improving, the City should consider how to best provide training and performance feedback to dispatchers to ensure they are providing accurate and actionable information to responders. In addition, the City should consider whether implementation of a more formal feedback mechanism and establishing individual and agency performance goals would help to improve overall performance. A more formal feedback mechanism could include requiring a dispatcher to acknowledge receipt and review of performance feedback, implementing a more formal follow-up procedure to ensure performance improves, and identifying additional training or steps if performance is not improving.

Training
 The City should consider developing and incorporating formal feedback procedures into the Communications Training Manual including processes for addressing performance deficiencies.

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3 Introduction
Objective The purpose of this assessment was to:

Gather general information about the dispatch center’s performance and evaluate its staffing, call processing, Emergency Medical Dispatching (EMD), and training.

Background The City of Palo Alto (The City) operates a 24-hour dispatch center, or Public Safety Answering Point (PSAP) housed within the Communications Division of the Palo Alto Police Department (PAPD). The City’s PSAP is led by the Technical Services Director and Communications Manager and includes a team of Public Safety Dispatcher Leads and Public Safety Dispatchers (Dispatchers).

The City’s PSAP receives and dispatches calls for various City departments, including Police, Fire, Emergency Medical Service (EMS), 24-hour non- emergency line, Utilities, Public Works, and Animal Control. In addition, the City’s PSAP serves as Stanford University’s (Stanford) call center providing Stanford’s police dispatching and fire services.

The City’s PSAP is also part of a tri-city consolidated system with the cities of Mountain View and Los Altos. This allows for calls unanswered for over 45 seconds to roll over to the participating cities.

When calls are made to the PSAP, dispatchers receive the call, make an initial determination of the "call type" based on the information provided by the caller, and then dispatches the appropriate department to respond as necessary.

While speaking to the caller, the dispatcher enters notes into the Computer Aided Dispatch (CAD) system. This occurs simultaneously to dispatching the call. Calls can be “closed out” by the dispatcher or responder, meaning the call is no longer active and is completed.

There are several agencies that provide performance and compliance standards relevant to dispatch/communication centers and quality assurance, including:
• The California Governor’s Office of Emergency Services (Cal OES) • National Emergency Number Association (NENA)
• Association of Public Safety Communications Officials (APCO) • International Academies of Emergency Dispatch (IAED)
• National Fire Protection Association (NFPA)

Scope and
Procedures

The OCA obtained records from calendar years 2019 – 2024 and performed the following procedures:
• Interviewed the appropriate individuals from Palo Alto departments and other stakeholder agencies to gain an understanding of the organizational structure, processes, and controls related to the City’s PSAP efforts.
• Analyzed policies and procedures (P&P) as well as the legislative and regulatory requirements to identify the criteria to be used for evaluation of control design and effectiveness.

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4 • Obtained data and analyzed staffing requirements, call processing, EMD, and training.
• Conducted an on-site observation of the City’s PSAP operations. • Selected a sample of dispatch center medical calls to screen for accurate coding determinant and tested against NENA EMD best practice procedures.
• Evaluated neighboring organizations/dispatch centers for benchmarking.
• Completed this assessment report based on the supporting evidence gathered.

Strengths During this audit activity, we noted the expertise and responsiveness demonstrated by the Police, Fire, Utilities, and Public Works Departments, notably the Police Chief, Fire Chief, Technical Services Director, and Public Safety Communications Manager. We greatly appreciate staff participating in interviews and providing a substantial amount of documentation for testing.

The OCA greatly appreciates the support of the departments involved in conducting this assessment.

Thank you!
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5 DETAILED ANALYSIS
Detailed Analysis
The Dispatch Center serves as the City of Palo Alto’s Public Safety Answering Point (PSAP), answering and responding to 9-1-1, emergency, and other urgent and informational calls for the City.

This assessment was requested by City management to understand the current state performance of the following Dispatch Center areas: staffing, call processing, EMD dispatch, and training, as well as, provide best practice and benchmarking information to assess this performance. As part of this assessment, the OCA was tasked with answering specific questions related to the areas above. An overview of these questions is provided in each relevant section of the report.

In addition to evaluating Palo Alto’s PSAP, this assessment surveyed several neighboring PSAPs to learn more about their operations for benchmarking purposes. In collaboration with Palo Alto’s Police and Fire Departments, the OCA selected six cities and counties for benchmarking and received responses from four agencies. Participating agencies include: the City of Alameda Police Department, the City of Mountain View Police and Fire Department Communications, the County of San Mateo Safety Communications, and the County of Santa Clara Communications Department.

Each PSAP surveyed is unique, providing different services and serving communities with particular demographics, however, the information is still helpful for understanding conditions and practices present at nearby agencies. Please see the table below for general background and context information provided by each participating agency.

Table 1: Benchmarking Agency Overview

City of
Palo Alto
City of
Alameda
City of
Mountain View
County of
San Mateo
County of
Santa Clara
Surveyed Agency Public Safety
Communications Police Department
Police and Fire
Department
Communications
Safety
Communications
Communications
Department
Population
Served for 9-1-1
Call Taking
84,772* 75,353 81,785 726,353 Sheriff: 200K
Fire: 225K
EMS: 1.8M
Approximate
Square Miles
Served
32 10 12 741 1,200
PSAP Dispatches
All Types of Calls Yes Police Only** Yes Yes Yes
Types of Calls
Received
 Fire
 Police
 EMS
 311/Info
 Utility
 Public Works
 Animal Control
 Rangers
 On-call Srvs. ^
 Fire
 Police
 EMS
 311/Info
 Utility
 Public Works
 Animal Control
 Fire
 Police
 EMS
 311/Info
 Utility
 Public Works
 Animal Control
 Rangers^^
Fire
Police
EMS
311/Info
Utility
Public Works
Animal Control
 On-call^ Srvs.
Fire
Police
EMS
311/Info
Utility
Public Works
Animal Control
County Parks
* Includes 16,200 residents from Stanford University
** Fire and medical calls are dispatched by Alameda County Regional Emergency Communications Center ^ On-call services include responding to requests from the District Attorney’s Office, Judges, Detectives and others ^^ Mid-Peninsula Regional Open Space Rangers

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Staffing
Staffing is a critical component to ensure adequate performance at any PSAP. Not only do PSAPs have specific performance targets that can be impacted by staffing levels, such as answering calls within a specified timeframe, but PSAPs are expected to provide staff with adequate oversight and training to ensure that calls are processed effectively and efficiently. Finally, it is critical to City leaders and residents that PSAPs can operate effectively and efficiently during citywide emergency events.

These types of events are often unpredictable and require the PSAP to maintain a staffing level adequate to meet the demands of such an event.

The OCA evaluated several criteria related to staffing, including: how staffing is determined, how different components might impact staffing, and how Palo Alto’s PSAP staffing compares to other PSAPs surveyed. Specific questions related to the following areas:

• What are current and alternative methods for determining staffing levels? • How might changes to the staffing structure impact the Dispatch Center? • How is the Dispatch Center performing on key call answering metrics?

For the complete list of questions OCA was tasked with answering for this assessment, please see Appendix B.

Dispatch Center budgeted staffing levels appear to be in line with industry standards and benchmarked agencies; however, the Center is currently understaffed.

As part of this assessment, the OCA evaluated the Dispatch Center’s current methodology for determining the necessary number of staff. In addition, the OCA completed several staffing analyses based on industry best practices, as well as a benchmarking study to determine if Palo Alto Dispatch Center staffing levels aligned with these other points of comparison.

Palo Alto’s Current Staffing Methodology

Dispatch Center management stated that staffing levels for the Center were established over two decades ago1. At that time, the analysis determined a minimum of 20 FTEs for the Center including 16 dispatchers and 4 line-supervisors. During the COVID pandemic, staffing was reduced and the Dispatch Center had 16 budgeted FTEs which management said was not enough staff. As a result, staff had to work more overtime and there was less time for managerial staff to conduct training and performance reviews.

In 2021, the City entered into an agreement with the Service Employees International Union (SEIU), which represents dispatchers in Palo Alto. This agreement requires the City to staff the dispatch center with 4 dispatchers from the hours of 7AM to 10PM (0700-2200) Monday through Saturday and 3 dispatchers between the hours of 2AM to 7AM (0200-0700). To meet this staffing requirement, management determined a minimum of 20 dispatchers were needed and the Dispatch Center is once again budgeted for 20 FTEs. At the time of this report, the Dispatch Center has 17 filled FTEs.

However, management stated that, ideally, they would have a minimum of 25 staff members. This would allow supervisors to work on quality assurance and additional training rather than working as a dispatcher alongside team members as is the current practice.

1 Staff were unable to locate the analysis conducted at that time or specify what type of analysis was conducted.

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Table 2: Minimum Dispatch Center Staffing Levels Based on SEIU Agreement

Palo Alto’s Current Dispatch Staffing Configuration

According to the Communications Administrative Policies and Procedures document, there are six Emergency Dispatch Center (EDC) terminal positions. These positions are illustrated in the graphic below and include a position each for Utilities Local Government, Fire Radio, Police Radio, Police Back-up Radio, Supervisor’s Radio, and Leads Office CAD Position. However, as mentioned above, with current staffing levels there are typically no more than 4 dispatchers working at any given time and the Supervisor Radio and Leads Office CAD are not typically staffed. In order to ensure the Center meets minimum staffing requirements, dispatch positions are frequently filled through use of overtime.

Exhibit 1: Palo Alto Dispatch Terminal Positions – Typically Staffed with 4 Dispatchers

Radio channels and/or telephone lines can be handled at any one of the radio positions. However, unique, and specific responsibilities are required of dispatchers working the different radio positions.

The Local Government Radio Dispatcher is the first to answer incoming telephone lines, followed by the Fire Radio Dispatcher, and then the Police Back-up Dispatcher. The Police Radio Dispatcher may only answer an E911 line when no other dispatcher is available to answer the call. Everyone is cross trained to work as a call taker and a dispatcher during training.

The Fire Radio position is responsible for the following: monitor Fire Main Channels, Command 62, and Red Net Channels, dispatch fire incidents, keep status of the fire units, answer direct fire lines, share/handle call-taking responsibilities; and share/handle Local Government Radio responsibilities.

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Alternative Methods for Determining Staffing

There are various methods available to determine the number of positions needed to adequately staff a PSAP including guidance from national and state level organizations, as well as, individual efforts at the PSAP level, such as conducting an agency specific utilization study to determine how dispatcher time is spent.

National Standards

The National Emergency Number Association (NENA) is the nation’s primary 9-1-1 association and provides industry guidance to PSAPs related to service delivery, data management, PSAP operations, and staffing. The NENA PSAP Staffing Guidelines Report as Commissioned by NENA SWAT Operations suggests that PSAPs consider call volume, call duration and queuing theory to determine the number of dispatchers needed to staff a given PSAP. These staffing calculations will be discussed in more detail below.

Staffing Utilization Assessments and Other Approaches

Palo Alto has not conducted a staffing utilization assessment to determine staffing in over two decades. As mentioned above, a previous study established a staffing level of 20 dispatch staff and the City is also required to maintain minimum staffing levels per its agreement with SEIU. In addition, Police Department management stated that the City’s PSAP must have adequate staffing to handle worst case scenarios and most critical incidents. In case of an emergency, every shift must be filled so there are adequate staff to handle the workload and ensure public safety.

Of the agencies surveyed, only two reported analyzing staffing utilization: City of Mountain View and Santa Clara County. However, there are various other methods being used to determine staffing levels. For example, the City of Alameda uses staffing forecast reports from Cal OES, 9-1-1 Emergency Communications Branch

2. These staffing reports which come from the Emergency Call Tracking System (ECaTS) will be discussed in relation to Palo Alto in more detail below. The County of San Mateo responded that they use the NENA staffing tool which walks agencies through a series of calculations to arrive at a minimum staffing number. This tool will also be discussed in more detail.

ECaTS Staffing Forecast Reports

The California 9-1-1 Emergency Communications Branch uses the Emergency Call Tracking System (ECaTS) to track and monitor 9-1-1 call data across the state. California 9-1-1 Emergency Communications provides 9-1-1 call data in ECaTS reports. The OCA analyzed the ECaTS Staffing Forecast to determine staffing requirements based on call volume, call duration time, and queueing theory. The ECaTS Staffing Forecast Module uses 12 months of available call data to calculate and recommend the optimum number of call takers required to answer all call types. The agent forecasts represent the recommended number of agents on the phones at any given time. This forecasts the needs of call takers only, not radio dispatchers. In addition, the calculations assume a service level goal of answering 95% of calls within 15 seconds and the mean average value of all answer times as calculated across the selected historical date range for a call time of 138 seconds.

Per OCA’s analysis of the 2023 & 2024 ECaTS Staffing Forecast reports, OCA calculated the average recommended call takers per hour. The average recommended call takers between the hours of 7AM and 2AM (0700-0200 hours) was approximately 2.84 and 2.67 agents for 2023 and 2024 respectively.

The average recommended call takers between the hours of 2AM and 7AM (0200-0700 hours) was approximately 2 for 2023 and 2024.

2 As Alameda City outsources their fire and medical dispatch to Alameda County, these forecasts only pertain to police dispatch.

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When factoring in an additional Main Police Radio position for dispatch, we concluded that these amounts fall in line with the PAPD Policy 216 minimum staffing mandate of 4 dispatchers between the hours of 7AM to 2AM (0700-0200 hours) and 3 dispatchers between the hours of 2AM and 7AM (0200-0700 hours).

Table 3: Manning Ratio Calculated Based on NENA Staffing Guidelines

*OCA analysis performed in December 2024

NENA Staffing Guidelines – Manning Ratio

Using the Manning Ratio calculation tool provided in the NENA Staffing Guidelines Report, the OCA determined a manning ratio of 4.9 for the City’s Dispatch Center, meaning that 4.9 people must be hired to keep one position manned 24 x 7. The manning ratio was calculated using inputs of 216 total days off per year (this includes an average of 3.5 days off per week as staff work three 12-hour shifts and alternate Saturdays, 12 paid holidays, 13 average paid vacation days, 1 Day of Reflection (floating holiday), and 8 sick days). Based on this guidance, in order to staff 4 positions, the Center would need a minimum of 20 staff (4.9 x 4 = 19.6).

The OCA also notes that per review of the SEIU Memorandum Agreement 3, the City's PSAP appears
to use the 2080 Plan or “12 hours per Shift Schedule.” Under this 2080 Plan, each employee's hours of work per year may not exceed 2,240. For scheduling purposes, the employee will be guaranteed not less than 2,080 hours per year, or no less than 52 weeks at the normal number of hours worked per week. Assuming an employee works between 2,080 and 2,240 hours/year, the Manning Ratio can be assumed to be between 3.9 and 4.2.

3 https://www.cityofpaloalto.org/files/assets/public/v/1/human-resources/labor-relations/seiu/seiu_521_moa_23-24.pdf 4 https://cdn.ymaws.com/www.nena.org/resource/resmgr/standards/NENA-REF-001-2003_PSAP_Staff.pdf Staffing Factor Number of days
Days in a year 365
Less Days Off:

Weekends (i.e., 3.5 days per 52 weeks) 182
Paid Holidays Off 12
Vacation 13
Personal Days Off (Day of Reflection) 1
Sick 8
Total Days off per Year 216
Days available to work 149
Number of hours per day/shift 12
Hours available to work 1,788
Manning Ration* (Hours in Year/Hours Available) 4.90
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As mandated in the PAPD Policy Manual, Policy 216.3 Minimum Staffing Levels, minimum staffing requirements are 4 dispatchers between the hours of 0700-0200 and 3 dispatchers between the hours of 0200-0700. As this averages 3.79 dispatch positions per 24 hours, we can use a Manning Ratio of approximately 4 people to calculate a minimum staff size of 16 people (4 people hired per 1 staff member working = 4 x 4 (required minimum staffing) = 16). Additionally, we observed that Table 10 within the NENA Staffing Guidelines Report demonstrates the Staffing Recommendations for a Medium PSAP (population between 19,000 and 100,000). This recommends a total Operations Staff of 14, which includes 12 Call Takers / Dispatchers and 2 Supervisors. Total Support Staff is suggested at 2 positions which includes technical training, public education, and administrative staff for a total of 16 positions.

Nena Staffing Tool Limitations
It is important to note that the NENA Staffing Guidelines Report criteria for calculating the Manning Ratio do not include or account for other types of leave such as Family Medical Leave Act (FMLA), California Family Rights Act (CFRA), or California’s Pregnancy Disability Leave (PDL). According to staff, Palo Alto also provides an additional 6 weeks of paid parental leave that is typically not provided by other neighboring cities. Finally, the Manning Ration does not consider employee turnover due to attrition or retirement and the long lead time often needed to train dispatch staff before they can work as fully certified employees. Given these considerations, to remain fully staffed at all times, a PSAP of Palo Alto’s size may need upwards of 20 FTEs.

Staffing Levels at Other Agencies

Of the PSAPs that responded to our survey, the City of Alameda and City of Mountain View appear to be most similar in size in terms of population. Each of these cities have less budgeted dispatch staff than Palo Alto. These cities’ target staffing levels are also less than what Palo Alto indicated.

However, it is important to note some key differences between Palo Alto and these other cities.

Palo Alto management estimated that during the day, the Palo Alto population can swell to 120,000 people or more due to the businesses it houses, the presence of Stanford University, and tourist attractions. Palo Alto also receives a significantly greater number of total calls than these two other cities. In 2023, Palo Alto had a total of approximately 145,000 calls while Alameda and Mountain View had 103,000 and 109,000 calls respectively, see Table 4: Staffing Levels Across Benchmarked Agencies, below.

In addition, the OCA noted that all agencies except Santa Clara County reported that they are not able to meet staffing targets either due to not having enough budgeted FTEs or not being able to fill budgeted positions.

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Table 4: Staffing Levels Across Benchmarked Agencies

City of
Palo Alto
City of
Alameda
City of
Mountain View
County of
San Mateo
County of
Santa Clara
Surveyed Agency Public Safety
Communications Police Department
Police and Fire
Department
Communications
Safety
Communications
Communications
Department
Population
Served for 9-1-1
Call Taking
84,772* 75,353 81,785 726,353
Sheriff: 200K
Fire: 225K
EMS: 1.8M
Staffing
Determination
Methods Used
• Previous study
• SEIU Agreement
• CAL OES
Staffing Forecast
• Consulting Firm
Study
• NENA Staffing
Tool
• Consulting Firm
Study (2021)
• Call volume &
radio frequency
requirements
based on
agreements with
partner agencies
Agency Analyzes
Staffing
Utilization
No No Yes** No Yes
Number of
Budgeted Staff 20 14 15 55 108
Average No. of
Dispatchers on
day shift
4 Not tracked 3 14 14
Able to Meet
Target Staffing
Levels
No No No No Yes
Number of
Desired Staff 25 16 16 46*** N/A
Total Calls
Received in 2023 145,533 102,887 109,218 506,497 434,794 Total Annual
Dispatch Call
Volume for
Police, Fire &
EMS
P: 38,143
F: 9,355
E: 6,010
Total: 53,508
P: 49,343
F: 0
E: 0
Total: 49,343
P: 19,498
F: 5,542
E: 3,153
Total: 28,193
P: 165,975
F: 79,051
E: 68,175
Total: 313,201
P: 141,355
F: 29,721
E: 154,123
Total: 325,199
* According to City staff, Palo Alto’s population swells to between 120,000 and 150,000 during the day due to university, hospital and business activity.
**Agency reported using a consulting firm to conduct a staffing utilization study. *** At 46 fully trained dispatchers, they will be able to fully staff their center without overtime and allow each employee to be off the radio for a minimum of one hour/day.
*OCA analysis performed in March 2025

Other Staffing Considerations

As part of this assessment, the OCA was tasked with evaluating how outsourcing dispatch services for Fire and EMS calls might impact staffing levels. The assessment considered the current number of Fire calls received and dispatched, service provision, dual agency calls (those requiring both a Fire and Police response), the perspectives of staff from Fire, Police, Dispatch and other benchmarked PSAPs, and assessment of staffing levels using various methods.

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Fire and EMS Dispatch

Based on OCA’s analysis of Computer Aided Dispatch (CAD) data, in 2023 there were 9,537 Palo Alto Fire Department (PAFD) calls. Out of these, 9,355 PAFD calls were dispatched. As shown in the table below, Fire Department and EMS calls account for the third highest number of calls by agency in Palo Alto making up approximately 17% of all dispatched calls. Please see the table below for a comparison of total calls and dispatched calls by agency. Call processing times are discussed in the next section of the report.

Table 5: Palo Alto Calls Dispatched per Agency in 2023

Palo Alto Agency Total Calls Total Dispatched
Calls
Percent of
Dispatched Calls
Palo Alto Police Department (PAPD) 40,312 28,445 50.9%
Stanford University Department of Public
Safety (SDPS) 10,694 9,698 17.4%
Palo Alto Fire Department (PAFD) 9,537 9,355 16.7%
Pao Alto Utilities (PAUT) 4,935 4,518 8.1%
Palo Alto Public Works (PAPW) 696 323 0.6%
Palo Alto Animal Control (PAAC) 3,713 3,544 6.3%
Total 69,887 55,883 100.0%
*OCA analysis performed in December 2024
Per discussions with Dispatch Management, staff have multiple responsibilities and work together to address issues or cover positions if a dispatcher position leaves to go on break. Based on OCA’s on- site observation of the City’s PSAP Center operations, calls were consistently answered quickly as at least one position was available to answer calls at any given moment. If a dispatcher went on break, another dispatcher was able to cover for them. Breaks are typically brief and include a 30-minute lunch break and two 15-minute breaks allowed during each 12-hour shift. We observed that the Fire Radio Dispatcher did not exclusively answer fire dispatch calls and took over the Utilities position and answered all incoming telephone lines when this position took a break, confirming the fire dispatching position also serves as a call taker. According to Dispatch management, removing the fire dispatch position would not enable the Dispatch Center to eliminate a shift position as there are minimum staffing requirements for handling emergencies. There are several factors for the City to consider if it were to change the staffing or configuration of the Palo Alto Dispatch Center including overall service provision and “dual agency” calls.

As shown in Table 4: Staffing Levels Across Benchmarked Agencies (page. 10), there are several possible PSAP configurations used by cities and counties across the United States and California. For example, the City of Alameda PSAP only dispatches calls for the Police Department, and Fire and EMS calls are transferred to the Alameda County Regional Emergency Communications Center. In Palo Alto, dispatchers not only handle calls for Police, Fire and EMS, but also serve as call takers for the City’s Utility, Public Works, Animal Control, Rangers, and non-emergency calls. This assessment interviewed staff from Palo Alto’s PSAP, Fire, Utility, and Public Works departments, as well as staff from Santa Clara and Stanford.

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Overall stakeholder feedback on Dispatch Center service provision was positive but there is room for improvement.

Service Provision

The Dispatch Center provides call taking and dispatching services for several City departments, as well as Stanford University. Overall, stakeholder feedback was positive, especially with regard to the current Dispatch Center team. In particular, it was mentioned that the current team is courteous and professional and has a good understanding of issues specific to Palo Alto and the surrounding community including Stanford University and the City’s array of utility services. However, several areas for improvement were noted. According to stakeholders:
• Sometimes information provided by dispatch does not contain enough and/or detailed information as needed by the responding agency.
• It was noted that during a prior emergency event, one department received many duplicate calls from dispatch that they had to manually sort.
• It was reported that sometimes calls are closed out by dispatch before the responding police officer is ready for it to be closed, and this has led to records misrepresenting what occurred.

A primary concern of the Palo Alto Fire Department is whether Fire and EMS calls are dispatched as quickly as possible and if EMS calls are appropriately triaged and in compliance with National Fire Protection Association (NFPA) EMD standards. EMD call processing will be discussed in the next section of this report.

Outsourcing Fire and EMS Dispatch
According to Dispatch Center management, transferring Fire and EMS calls to another PSAP for dispatch may not result in much time savings for Palo Alto. Management said that per NENA standards, it is best practice for the dispatcher to conduct a "warm" transfer, meaning that the dispatcher would need to stay on the line and still listen to the call after it’s been transferred. The dispatcher would stay on the call until the transferred agency ends the call on their side. Dispatch management and staff also expressed concerns that transferring the call could possibly create a delay of 20 seconds or more in dispatching responders. Finally, Palo Alto dispatch staff said that many calls they receive end up being “dual agency” calls. For dual agency calls, both police and fire response are necessary (for example: major auto accidents, assaults, etc.), in those instances, the dispatcher would need to remain on the call in order to provide ongoing updates and information to police officers. According to Fire management, traffic crash incidents are not currently processed using EMD by Palo Alto dispatchers. Management asserted that if County dispatch were to process these calls, they would perform EMD and EMS would receive needed pre-arrival information.

The OCA also interviewed staff from Santa Clara County Communications, a possible PSAP that could provide dispatch services for Palo Alto Fire and EMS calls. County Communications provides some dispatching services for all cities in the county except for Palo Alto. However, there is a mixture of services provided with some agencies dispatching only police, some dispatching police and fire, and still others that dispatch police, fire and EMS if they have an available ambulance. According to County Communications staff, they do not experience delays in dispatching responders. They stated that the primary PSAP should only confirm the location and nature of the emergency (if they need police, fire, or medical) before transferring calls to County Communications and there are not many questions that should be asked by the primary PSAP. According to County Communications, they have an Automatic Call Distribution system which allows calls to be automatically distributed. Palo Alto PD staff stated this is a function of the call processing equipment and a feature that Palo Alto has also implemented. Unless all lines are busy, calls are answered immediately. The county stated that they do not often experience waits or holds.

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County Communications stated that whether police also respond to the call is based on the policies and protocols for each agency's police or sheriff’s department. For many of the cities they provide EMS dispatch services for, the city is contractually obligated to remain on the call until it is dispatched.

If the city must hang up from the call, then County Communications often calls them back with the relevant information.

Dual Agency Calls

The OCA analyzed the number of dual agency calls received by Palo Alto to determine if transferring Fire and EMS calls to another PSAP would result in significant time savings and possibly reduce the need for dispatch staff in Palo Alto. If dispatchers need to stay on a dual agency call because it requires both a Fire/EMS and Police response, then transferring these calls may not result in much savings.

Per analysis of CAD data obtained from the City, there were 17,088 dual response or paired calls in 2023. Paired calls are any calls where two or more of the following agencies responded: PAPD, PAFD, Mountain View Fire Department, Los Altos Police Department, Mountain View Mid-Peninsula Rangers, and Mountain View Police Department. This makes up about 12% of all calls received by Palo Alto during 2023 (total calls received were 145,533 calls). Almost 6% of dual agency calls in 2023 involved the PAFD. See table below for our analysis of the number of dual response / paired calls from calendar years 2019 – 2024.

Table 6: Palo Alto Dual Agency Calls Per Year

*OCA analysis performed in December 2024

Table 5: Palo Alto calls Dispatched per Agency in 2023 (page 11), shows that approximately 17% of calls coming into the Dispatch Center are Fire related calls. However, with 12% of calls requiring both a Fire and Police response, it appears that eliminating Fire calls may not result in significant dispatcher time savings. With the agency staffed at peak times with 4 dispatchers, a rough calculation would be to estimate that each dispatcher is responsible for 25% of the total call volume entering the Center at any given time. It is beyond the scope of this assessment to make a determination as to how reducing staffing at the Dispatch Center may impact service provision, call processing times, use of overtime, and other various factors.

Year Number of Dual Agency Calls Dual Agency Calls Involving Palo Alto Fire Department
2019 16,181 7,963
2020 13,382 6,580
2021 13,862 6,842
2022 15,981 7,902
2023 17,088 8,425
2024
(1/1/2024 to 9/30/24)
13,332 6,574
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Future State Considerations
 The City might consider conducting a staffing utilization assessment to better understand how dispatcher time is spent and if there are opportunities to gain efficiencies. Such an assessment could also consider the possibility of outsourcing certain services such as 24-hour non- emergency, Utility, Public Works, and/or Fire/EMS calls.  Based on stakeholder feedback, the following areas were noted for improvement:
• Provide more details in dispatcher notes and communication, • Assist in eliminating duplicate incidents during emergency events, and • Ensure incidents are not “closed” out in the dispatch system prior to Officer approval so records are complete and accurately reflect the nature of the incident.

Call Processing
In addition to staffing levels, the OCA assessed the Dispatch Center’s call processing performance.

OCA was tasked with answering questions related to the following areas:
• What is the standard for call processing 9-1-1 calls? • What is the compliance on meeting the call processing standard? • Is there a Quality Assurance (QA) process and how often is the data reviewed?

PSAPs in California are required to meet performance standards established by the Governor’s Office of Emergency Services (Cal OES) with the goal of providing fast, reliable and cost-effective access to 9-1-1 emergency services. Many of these standards relate to how quickly and efficiently emergency calls are answered and dispatched to ensure public safety. The Dispatch Center follows the Cal OES standards coupled with NENA standards for call processing.

Palo Alto Appears to Exceed NENA Call Answering Standards but Underperform on NFPA Call Processing Standards

NENA Standards

The City’s PSAP follows the NENA Standards for 9-1-1 Call Processing4. The standards specify the amount of time in which a call should be answered. The Communications Manager also receives email notifications from NENA should a new law or regulation be added to the current standards.

Other standards, which are not currently followed by Palo Alto’s Dispatch Center look at call processing times – how long it takes to process the call and dispatch it to the appropriate agency.

These National Fire Protection Agency (NFPA) standards are discussed in the next section.

NENA Standards for 911 Call Processing:
• Ninety percent (90%) of all 9-1-1 calls arriving at the Public Safety Answering Point (PSAP) shall be answered in less than or equal to 15 seconds.
• Ninety-five (95%) of all 9-1-1 calls should be answered in 20 seconds or less.

Based on OCA’s analysis of ECaTs PAPD Last 12-Months Ring Time Report for 9/01/23 through 8/31/2024, the City’s PSAP is meeting these call answering requirements.

4 The Communications Manager also receives email notifications from NENA should a new law or regulation be added to the current standards.

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For the 12-month period, the OCA reviewed a total of 113,355 calls:
• 99.53% of calls were answered within 10 seconds.
• 99.87% of calls were answered within 15 seconds.
• 99.94% of calls were answered within 20 seconds.

NFPA Standards
As noted above, NFPA standards are not currently followed by the City’s dispatch center or included in their performance goals or targets. However, these are standards that are measured and tracked by Palo Alto’s Fire Department. According to NFPA standard, 4.1.2.3.3.1, 90% of calls received by the PSAP should be processed or dispatched within 90 seconds and 99% should be dispatched within 120 seconds.

Table 7: NFPA Standard 4.1.2.3.3.15

OCA did not originally include these standards in our survey of other PSAPs. However, based on a review of the Alameda Regional Emergency Communications Center website, the Center reports that fire responses are dispatched within 64 seconds. The City of Mountain View stated they track the first standard – the percent of calls dispatched within 90 seconds – and achieved 90% for the period from January through March 2025 and 89% for the period of April through June 2025.

OCA also reviewed a November 2022 NFPA Research Foundation report, An Analysis of Public Safety Call Answering and Event Processing Times to determine PSAP compliance with these standards. The study reported that based on their analysis of available data, PSAPs are generally unable to process calls within the time prescribed by NFPA 1225 and that participating PSAPs in the study were only able to achieve the minimum time standards established by NFPA 40% to 50% of the time. The study authors also noted that PSAPs who have a written standard related to NFPA 1225 were compliant significantly more than PSAPs who have not incorporated this standard into their performance targets

6. Palo Alto will need to determine if this is a standard it wants to adopt.

OCA analyzed CAD incident response data for Fire and EMS calls provided by PAPD for 2023 and 2024 and found the City is not meeting this standard. In 2023, only 73% of calls were dispatched within 90 seconds of the call receipt and 68% in 2024. Our analysis also shows that only 88% of calls and 83% of calls respectively for 2023 and 2024 were dispatched within 120 seconds instead of the standard 99%. The graphs below show the breakdown of call dispatching for Fire and EMS calls by number of incidents in 15 second increments.

5 2020 NFPA-1770, Chapter 4, Standard 4.1.2.3.3.1, provided by PAFD 6 An Analysis of Public Safety Call Answering and Event Processing Times, Final Report by: Tim Nowak, Jason Fuller & Ken Riddle, Public Consulting Group, Boston, MA, November 2022, NFPA Research Foundation Item 12
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Tables 8 & 9: Number of Seconds from PSAP Receipt to Dispatch by Number of Incidents for 2023 and 2024

2023 Data

2024 Data

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18 DETAILED ANALYSIS
The Dispatch Center Lacks a Formal QA Process for General Call Processing

The Dispatch Center receives several different types of calls including 9-1-1, Fire, Utility, Public Works and 24-hour non-emergency calls. The Dispatch Center also receives Emergency Medical Dispatch (EMD) calls which require the dispatcher to follow a prescribed set of questions. Dispatch management stated that the position responsible for overseeing quality assurance in EMD calls was eliminated during the COVID pandemic. This position has since been reinstated and the Dispatch Center began reviewing EMD calls for QA and performance in April 2024. These types of calls are discussed in more detail in the following section.

Quality Assurance (QA)
Management stated they do not currently have a formal QA process implemented for general call processing. In the past, this function has been performed by Lead Dispatchers who sit alongside other dispatchers. Leads could listen in on calls and provide real-time coaching and feedback. Staff stated that with current staffing levels, they do not have the ability to review all of the different types of calls they receive and evaluate how those calls are answered by dispatchers.

The OCA’s survey of other agencies found various approaches to monitoring dispatcher performance in relation to call processing.

Table 8: “Do you track overall and individual dispatcher performance?”

Future State Considerations
 The City should consider whether a formal QA process should be implemented for general call processing to ensure dispatch staff receive ongoing coaching and feedback. Implementing such a program may not be feasible with current staffing levels or if staffing levels drop below a certain threshold.

City of
Palo Alto
City of
Alameda
City of
Mountain View
County of
San Mateo
County of Santa
Clara
Overall Dispatch
Performance
• PAPD tracks and
reviews call
answering times
• PAFD tracks and
reports call
processing times
• SPIDR Tech
Surveys
• Fire Department
tracks
performance
metrics related to
call processing
times
• Regular QA
reviews completed
by supervisors
using Eventide
Software.
• In the process of
implementing
CommsCoach AQ
Software
•ECaTS reports
• Track and review call
answer times
• Overall performance
is also tracked by shift
Individual
Dispatch
Performance
• Calls are
reviewed quarterly
by the EMD-Q and
Communications
manager and
incident
performance
reports are
completed for
dispatchers
• Third-party
vendor began
reviewing EMD
calls for QA in Fall
2024
• Conduct
manual
performance
assessments to
evaluate call-
taking, police
radio, and
fire/medical call
handling
• QA process for
EMD
• Supervisors
enforce dispatch
procedures and
policies in the
Emergency
Communications
Center

See above.

• Call processing is
tracked and reviewed
through the quality
improvement program
in Law, Fire, and
Medial dispatching.
• Calls are reviewed on
a focused and random
basis then reviewed by
management using the
AQUA platform
provided by Priority
Dispatch
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19 DETAILED ANALYSIS
Emergency Medical Dispatch (EMD) Calls
EMD is a structured protocol for answering medical calls received by emergency dispatch centers.

Trained EMD dispatchers follow a series of approved questions to quickly determine the nature and priority of a call, dispatch the appropriate response and provide pre-arrival instructions to the caller to help the patient until Emergency Medical Services (EMS) arrives on location.

All Palo Alto dispatchers are trained and certified in EMD protocols. The City’s PSAP follows the National Emergency Number Association (NENA)/Association of Public-Safety Communications Officials International (APCO) or NENA/APCO Best Practices Model for Third Party Emergency Medical Dispatch Services and PSAPs and the EMDQ Performance Standards listed in the 2018 International Academies of Emergency Dispatch (IAED) Guidance.

OCA was tasked with answering questions related to the following areas related to EMD:
• What is the EMD standard for 9-1-1 emergency medical calls? • How accurately are dispatchers making a determination in EMD calls? • What is the process for EMD compliance, accuracy, and review? The Dispatch Center Complies with Many EMD Standards but Should Formalize Processes
According to the APCO/NENA, a third-party entity which provides EMD services to a client base or population should comply with the minimum best practices listed below. Based on our interviews with staff and in-person observations, Palo Alto complies with many of these standards, but some practices have not been formalized.
• Intentions to provide EMD services to a client base or population they serve.  All Palo Alto dispatchers are trained and certified in EMD call processing. • A licensed physician with the appropriate qualifications should serve as Medical Director for the program.
 Per the Communications Manager this requirement is fulfilled by the EMS coordinator and the City is also overseen by the County’s medical doctor. • A logging recorder capable of recording all audio and/or multimedia related to the EMD process should be utilized. All recordings should be retained for at least ninety days. A written policy for retaining records as needed beyond ninety days should be adopted.  The City currently uses Hexagon for their Computer Aided Dispatch system and Sunridge for their records retention management. The City will be transitioning to Sunridge for CAD next year. Data is retained for 4 years, and radio and phone recordings are retained for 2 years. The City does not have a formal record retention policy related to dispatching data.
• A telephone and/or communication system capable of conferencing multiple parties on the same call with minimal delays should be utilized.
 The OCA observed this capability in person.
• The provider should utilize an EMD program that meets the established EMD practice Standards (outlined in the NHTSA Standard Practice for Emergency Medical Dispatch Management document) for initiating an EMD training program that incorporates core components of an EMD service. This includes certification, recertification, Continuing Dispatch Education (CDE), training, materials, and quality assurance processes.

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20 DETAILED ANALYSIS
• The City has adopted NENA/APCO standards and contracts with a third party to review a sample of calls each month for compliance. An internally developed EMD program must meet or exceed Federal DOT and NHTSA Guidelines. An externally developed EMD program that lacks appropriate medical oversight and does not comply with these guidelines is discouraged.  These guidelines include instruction on training, medically approved protocols, quality assurance, performance management and collaboration. As mentioned above, Palo Alto recently contracted with a third-party vendor to review EMD calls for compliance and performance. In addition, the dispatch center reestablished its own review of calls In April 2024.
• EMD Service Providers should implement Standard Operating Procedures (SOP). • The City has not established a set of SOPs but rather references the NENA/IAED standards.
• The Third-Party Call Center should ensure that employees receiving calls be certified to provide EMD.
• All Palo Alto dispatchers are trained and certified in EMD.

Accuracy of EMD Coded Calls Needs Improvement

The City’s PSAP follows the NENA EMD Best Practices and IAED Performance Standards for compliance to evaluate dispatcher performance. Compliance reviews and performance are measured against the following seven categories:
• Case Entry – this serves as the starting point and the dispatcher is evaluated on how well they gathered information that will help identify the caller’s primary issue or “chief complaint.” • Chief Complaint Selection – the dispatcher is evaluated on the correct selection of the caller’s chief complaint and any additional complaints.
• Key Questions – the dispatcher is evaluated on asking the necessary questions to send appropriate determinant code and response and alert first responders to any safety issues on scene and prepare responders to address the situation.
• Dispatch Life Support (DLS) Instructions – these instructions include Post Dispatch Instructions and Pre-Arrival Instructions and are critical to ensuring the safety of the caller, victim/patient, and responder.
• Diagnostic and Instruction Tools – these instructions are used by the dispatcher to identify and document symptoms, hazards, descriptions, or to collect data. • Final Coding – the dispatcher is evaluated on whether they coded the call with the correct determinant code based on the key questions that were asked instead of the key questions that should have been asked.
• Customer Service – the dispatcher is evaluated on the level of compliance with the standards in providing service to the caller.

As mentioned above, a primary concern of the PAFD is whether Fire and EMS calls are dispatched as quickly as possible and if EMS calls are appropriately triaged and in compliance with EMD standards.

According to PAPD management, PAFD requested that when EMS calls are received, the dispatcher collects the initial information, dispatches the call and then completes EMD while FD is enroute.

However, EMD standards instruct the dispatcher to complete the EMD protocol prior to dispatch.

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21 DETAILED ANALYSIS
According to the IAED, a dispatch or communication center must have a compliance score of over 90 to 95% in seven areas of interrogation, pre-arrival instructing, and response coding in order to achieve accreditation7. Obtaining accreditation requires fees, time and resources and may not be in alignment with Palo Alto’s current goals, but it does provide a point of reference to evaluate EMD compliance.

When a dispatcher receives a call necessitating EMD, the dispatcher makes a determination about the nature of the call, assigning an EMD determinant code. These codes help to guide the dispatchers in communicating the appropriate level of response to EMS responders and the resources needed.

There is No Formal Follow-up on Performance Reports and Dispatchers Do Not Need to Formally Acknowledge Receipt of Feedback
In the past, the City’s Dispatch Center management informally monitored dispatcher performance and provided feedback in the moment or if applicable to all dispatchers, provided overall training and performance improvement points for the group. For example, providing instruction to the dispatch team on following EMD protocols. In April 2024, the City’s PSAP implemented a more formal EMD Quality Assurance process in conjunction with reinstating the EMD-Q coordinator position. The EMD- Q coordinator ensures compliance by selecting and reviewing calls quarterly and creating Incident Performance reports to provide feedback to dispatchers one-on-one. This process is overseen by the EMD-Q coordinator. When a call is reviewed, a report is filled out and provided to the dispatcher. This feedback report is not meant to be punitive but informative. According to the EMD-Q coordinator, there is no formal follow up on these reports and the dispatcher is not required to confirm receipt of the information. However, the EMD-Q coordinator and Communications Manager work to provide support and training to dispatchers based on this feedback. If there is no marked performance improvement, in theory, the dispatcher may be placed on a Performance Improvement Plan (PIP) but the coordinator stated this has never been needed.

The OCA tested 50 Medical Emergency calls from January 1, 2023, through 9/30/2024 which included EMD, NOEMD, and N/A determinants. EMD coded calls include determinants which communicate the nature, severity and urgency of the response needed – invaluable information for the responder to ensure they provide the appropriate care as quickly as possible. Identifying the appropriate EMD determinant code to apply is based on the dispatcher following the EMD protocol series of questions.

A NOEMD determinant is assigned when the
dispatcher is unable to follow the EMD protocol. For
example, NOEMD might be assigned if there is a language barrier and the appropriate translation services cannot be obtained8, the scene is unsafe and it is too dangerous to walk through EMD questions, the caller is a passerby and does not want to perform EMD, or the caller is not in the same location as the patient (however, standards state that EMD services should be offered whether the caller is with the patient or not). Based on the distribution of EMD, NOEMD, and N/A sub types, OCA judgmentally determined a sample size of 20 EMD, 20 NOEMD, and 10 N/A calls to assess.

OCA listened to call recordings to verify that the dispatcher coded the call to the correct processing EMD / NOEMD / N/A determinant based on the nature of the information provided during the call.  Of the 20 EMD calls reviewed, we determined that the EMD determinant was accurately assigned.
 Of the 20 NOEMD calls reviewed, we determined the following:
• 3 calls were determined to have an inaccurate determinant. They were recorded as NOEMD in the system, but EMD could have been offered as the caller appeared to be with the patient in need of medical attention. PAPD stated that for these three calls NOEMD is

7 https://cdn.emergencydispatch.org/iaed/pdf/resource-library/AcademyAnswersBrochure-secured.pdf 8 The State of California provides translation services to assist PSAPs in foreign language translation.

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22 DETAILED ANALYSIS
the correct code with one caller not in proximity to the patient, one caller refused to provide information, and one caller was unable to hear the dispatcher. After revisiting our analysis, OCA stands by our original assessment of these calls.
 Of the 10 N/A calls reviewed, we determined the following:
• 7 calls were marked as N/A in the CAD system, but they could have been assigned a NOEMD determinant if the dispatcher provided a reason for not performing EMD. This was a documentation error that did not impact patient care. • 2 calls were determined to have an inaccurate determinant. They were recorded as N/A in the system, but EMD could have been offered as the caller appeared to be with the patient in need of medical attention. PAPD stated that both of these calls should have been coded as NOEMD. One call with a determinant of “Too busy” and the other “Proximity”.

We noted that for the 3 calls (6%) that were determined to have an inaccurately assigned determinant, it appeared that EMD was partially or fully completed but was not accurately coded in the system.

Overall, it appears that accuracy for EMD determinants is improving as less calls were given an N/A determinant in 2024 (11%) compared to 2023 (23%). PAPD stated that this improvement is due to updated training and procedures, and they have begun reviewing all N/A calls providing monthly feedback to dispatchers as needed.

EMD Compliance is Monitored by a Third-Party Vendor and the PSAP’s Overall Performance Score Meets Standards

Due to staffing levels and management bandwidth, the Dispatch Center began outsourcing the EMD review function to a third-party vendor In August 2024. The new vendor contract specifies that 25 calls will be reviewed per week, 1,300 calls per year. Based on our analysis, there were approximately 6,082 Medical calls in 2023. Sampled calls represent an approximate testing rate of slightly more than 21% which is considerably more than suggested by best practices The APCO International Standard
for the Establishment of a Quality Assurance and Quality Improvement Program for Public Safety Answering Points1 recommends testing 2% of calls as long as this amount is not overly burdensome.

The vendor began reviewing EMD calls at the end of September 2024 and reviews recordings of EMD calls to determine dispatcher performance on various metrics including how well the dispatcher identifies the “chief complaint”, asks key questions, codes the call, dispatches life support, and provides customer service. Based on the IAED standards, the vendor’s performance rubric provides a score for each dispatcher as well as the overall agency and feedback is given to both individual staff and the agency as a whole. According to the vendor, each dispatcher and the overall agency should score above a 7.5 and, ideally, should shoot for a score of 9 or above. According to the vendor’s Agency Performance Threshold report dated 9/30/24 through 12/31/24, the agency’s cumulative performance score was 8.31. Palo Alto’s score dipped from 1/1/25 through 5/31/25 to 7.92 but for the month of June 2025 was up to 8.55.

According to the vendor, PSAPs seeking to achieve the IAED accreditation compliance standard for EMD calls of 90%, would need to achieve a score of 9 or above. However, the vendor noted that very few PSAPs achieve IAED Accredited Center of Excellence (ACE) status. Based on a review of IAED’s website, there are 15 ACE accredited agencies in California out of approximately 400 agencies. Santa Item 12
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23 DETAILED ANALYSIS
Clara County Communications is an ACE accredited agency.9 The vendor reported that overall, Palo Alto dispatchers continue to improve, and staff appear committed to improving performance.

OCA noted that the vendor is only reviewing calls that have been coded as EMD calls which means that calls coded as NO EMD or N/A are not being reviewed by a third-party. However, PAPD management stated that they now review all N/A calls on a monthly basis to ensure that calls are being coded when possible. Management said they have seen a reduction in the calls being coded N/A which was supported by OCA’s analysis in the previous section of this report. However, it is important to note that NO EMD calls are not being formally reviewed, and this is an area of ongoing concern.

OCA also noted that while PAPD incorporates various standards as guidance for individual and agency performance with regards to call answering, processing, and dispatching, there are not stated, agency-specific performance goals against which to measure past and future performance.

Establishing performance goals for dispatchers and the agency as a whole could help ensure resources are appropriately deployed.

Future State Considerations
 The Dispatch Center should consider formalizing processes related to EMD Call processing standards.
 While EMD determinant accuracy appears to be improving, the City should consider how to best provide training and performance feedback to dispatchers to ensure they are providing accurate and actionable information to responders. In addition, the City should consider if implementation of a more formal feedback mechanism and establishing individual and agency performance goals would help to improve overall performance. A more formal feedback mechanism could include requiring a dispatcher to acknowledge receipt and review of performance feedback, implementing a more formal follow-up procedure to ensure performance improves, and identifying additional training or steps if performance is not improving.

Training

Dispatchers, and especially EMD dispatchers, require an extensive amount of initial and ongoing training to properly answer calls and provide the appropriate information to responders in an effective and efficient manner. In addition, training helps ensure that dispatchers remain current and in compliance with standards and best practices. The OCA was tasked with assessing the following areas related to training:

• What policies and/or expectations are associated with call processing and EMD? • Which employees receive training on call processing/EMD policies and are they aware of how their performance will be measured, reviewed and/or performance deficiencies addressed? • What continuing education (CE) or follow-up training is required?

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24 DETAILED ANALYSIS
The Dispatch Center has a comprehensive training manual and formally evaluates EMD calls but does not have a formal process for evaluating other calls received.

The City’s PSAP has a PAPD Communications Training Manual and follows the EMDQ Performance Standards listed in the 2018 International Academies of Emergency Dispatch (IAED) Guidance. In addition to this training guidance, dispatchers receive ongoing coaching from Dispatch Center supervisors. Supervisors are tasked with monitoring and observing dispatchers’ performance as it occurs and often provide real-time feedback. For example, if calls are taking longer than expected they will provide feedback and assistance in the midst of the call.

When hired, PSAP employees are provided with a copy of the Communications Training Manual, which includes training procedures for general call processing and protocols for Police and Fire EMD calls. As mentioned above, the City’s PSAP follows the IAED EMDQ Performance Standards Guidance (overview on page 19) to review compliance with EMD protocols. The standards outline seven performance categories to evaluate dispatcher performance. The Dispatch Center evaluates dispatcher performance against these standards during case review and this structured feedback is provided to dispatchers/call takers, shift supervisors, and managers. The aggregate data from case reviews is analyzed to identify trends and evaluate overall system performance. These results are reported to the Dispatch Review and Dispatch Steering Committees.

Performance Deficiencies
As mentioned in the previous sections on Call Processing and EMD, Dispatch Center management said they do not have the staffing nor is there a formal process for reviewing general calls received by the Dispatch Center. For EMD calls, the Communications Manager, Technical Service Director, and EMD-Q meet to discuss results of calls that are pulled and reviewed by the EMD-Q for quality assurance purposes. The Communications Manager then provides performance deficiencies noted in the review to the dispatchers. However, dispatchers do not need to acknowledge receipt of performance information and neither the PAPD Policy Manual nor the Communications Administrative Policies and Procedures document has information about how poor performance should be addressed.

All Dispatchers are in Compliance with Continuing Professional Training Requirements Continuing Education
The City’s PSAP complies with the annual 24 hours of Continuing Professional Training (CPT) for Public Safety Dispatchers. They also comply with the required IAED Certifications for all active dispatchers and communications leadership.

The OCA reviewed the POST EDI Compliance Analysis Report for the current CPT Cycle. The OCA also reviewed the list of current IAED Certification status for all active dispatchers and communications leadership and concluded that all active dispatchers and communications leadership have completed or are still current with meeting their required training.

Future State Considerations
 The City should consider developing and incorporating formal feedback procedures into the Communications Training Manual including processes for addressing performance deficiencies.

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25 Appendices

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26 Appendix A: Surrounding Organization/Dispatch Center Survey Responses (Based on 2023 Annual Data)

Benchmark Area Palo Alto PSAP County of San Mateo Public Safety Communications Alameda Police Department Mountain View PD/FD Communications
County of Santa Clara
Communications
Department
Population served for 9-1-1
call taking
84,772 (includes 16,200
residents from Stanford
University)
726,353
75,353

81,785
Sheriff: 200,000 County Fire:
225,000
County EMS: 1.8 million
Population served for
dispatch by Secondary
PSAP(s)
N/A 726,353 secondary PSAP
contained within our center. Unknown. N/A N/A
Square miles of the
jurisdiction served 31.53 741 10.45 12 Approx 1,200.

Number of 9-1-1 trunks,
wireline, and wireless 9 25 5 9 23 total; Law: 15, Fire: 4, and Medical 4.

PSAP responsible for
dispatching all calls Yes Yes
Police only. Fire and medical
is dispatched by Alameda
County Regional Emergency
Communications Center
(ACRECC).

Yes Yes
PSAP serving Secondary
PSAPs Yes Yes No No Yes
What types of calls are
routed to Secondary PSAPs
(Police, Fire, EMS,
Jurisdictional, etc.)
N/A Fire, EMS, Public Works Fire, EMS N/A N/A
PSAP service status (Basic
9-1-1, Enhanced 9-1-1,
Phase I, Phase II)
Enhanced 9-1-1 Basic 9-1-1, Enhanced 9-1-1,
Phase I, Phase II
Basic 9-1-1, Enhanced 9-1-1,
Phase I, Phase II
Basic 9-1-1, Enhanced 9-1-1,
Phase I, Phase II
Basic 9-1-1, Enhanced 9-1-1,
Phase I, Phase II
Total annual incoming
emergency call volume at
the PSAP (Number of calls
for service (calls generating
a response))
PAPD: 28,445
SDPS: 9,698
PAFD: 9,355
PAUT: 4,518
PAPW: 323
PAAC: 3,544

Total: 55,883
315,922 67,781
MVMP 485
MVFD 7,931
MVPW 926
MVPD 19,499

Total: 28,841
334,822
Incoming annual 9-1-1 call
volume, broken down into
wireline, wireless, and ten -
digit emergency lines.

Wireline: 8,795
Wireless: 22,451

Total: 31,246
Wireline: 11,710
Wireless: 103,107

Total: 114,817
Wireline: 4,973
Wireless: 27,081

Total: 32,054
Total 911 calls: 26,834. (Don’t
have the ability to break them
down by wireless/landline)
Wireline: 377,792
Wireless: 57,002

Total: 434,794
Total annual dispatch call
volume for Police, Fire, and
EMS
Police: 38,143
Fire: 9,355
EMS: 6,010
Police: 165,975
Fire: 79,051
EMS: 68,175
Police: 49,343
Fire: 0
EMS: 0
Police: 19,498
Fire: 5,542
EMS: 3,153
Police: 141,355
Fire: 29,721
EMS :154,123
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27 Total staff, operation and
administrative/support
Currently, there are 17 out of
20 positions filled (4 Lead
Dispatchers, 11 Staff
Dispatchers, and 2 trainees.

There are 3 Per Diem staff
members who come in on an
as-needed basis and can fill in
during a vacancy.)
We are authorized for 55 full-
time Dispatchers. At 46 fully
trained Dispatchers we will be
able to fully staff our Center
without overtime and allow for
each employee to be off the
radio for a minimum of one
hour per day.

Staffing of 14 dispatchers.

Would like to add 2 more
positions in order to
accomplish goal of 3
dispatchers on duty 24/7.

Ideally, have up to 16
dispatchers staffed. Target
minimum staffing is to have 3
dispatchers working from 0800
to 0400, and 2 dispatchers
working from 0400-0800.

Day:14
Overlap: 14
Evening: 14
Night: 9

We ensure we maintain
14/14/9 staffing and will
backfill for vacation and
Leaves with overtime.

Call processing times as
first ring to answer, call
answer through call
termination, and total call
time (for 911 calls)
First ring to answer: 99.53% -
answered in 10 seconds or
less

Call answer through
termination: 93.2 seconds

Total call time: Approx. 103.2
seconds (if answered in 10
seconds)

First ring to answer: 96.45% -
10 seconds or below

call answer through
termination: 96.1 seconds

Total call time: 96.95 seconds

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28 Appendix B: Dispatch Center Assessment Question

Staffing

1. How are staffing needs determined?

2. Are there any utilization reports used to determine staffing?

3. How does our staffing compare to PSAPs with similar call volume?

4. How does the Fire component impact the staffing in the center? a. Would the removal of Fire Dispatching change PSAP staffing? b. How would answering 911 calls for service and transferring to another PSAP impact workloads?

5. Determine staffing requirements based on call volume, call duration time, and queueing theory. Factors to be considered for staffing requirements include
a. Community demographics
b. Discipline configuration (Police (Stanford and Palo Alto), Fire, EMS, Public Works, and Utilities) c. Population directly served (Palo Alto and Stanford)
d. Population indirectly served (employees, tourists, etc.) e. Seasonal high visitor counts

6. Compare Palo Alto staffing to other Santa Clara County Public Safety Answering Points (PSAPs) based on the following information:
a. Population served for 9-1-1 call taking.
b. Population served for dispatch by Secondary PSAP(s)
c. Square miles of the jurisdiction served.
d. Number of 9-1-1 trunks, wireline, and wireless
e. Number of wireless subscribers
f. PSAP responsible for dispatching all calls.
g. PSAP serving Secondary PSAPs
h. What types of calls are routed to Secondary PSAPs (Police, Fire, EMS, Jurisdictional, etc.) i. PSAP service status (Basic 9-1-1, Enhanced 9-1-1, Phase I, Phase II) j. Total annual incoming emergency call volume at the PSAP k. Incoming annual 9-1-1 call volume, broken down into wireline, wireless, and ten -digit emergency lines. l. Total annual dispatch call volume for Police, Fire, and EMS m. Total staff, operation and administrative/support
n. Call processing times as first ring to answer, call answer through call termination, and total call time.

7. Determine the manning ratio, required staff versus actual staff, PSAP size recommended staffing, and additional staffing requirements from collected data.

8. Determine call volumes based on the average bouncing busy hour (ABBH) as measured during a minimum 14-day period during the busiest time of the year for 9-1-1 calls.
a. Determine the normal call volume received during an average hour. b. Determine the peak call volume expected to be received during the busiest hour of the day. c. Determine the average number of dispatchers on duty per shift during the day.

9. Determine the call duration for each category of calls.

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29 Call Processing

1. What is the standard for call processing 911 calls?

2. What is the compliance on meeting the call processing standard?

3. Is there a Quality Assurance (QA) process and how often is the data reviewed?

Emergency Medical Dispatching (EMD)

1. What is the EMD compliance standard for 911 emergency medical calls?

2. What is the accuracy for EMD determinants?
a. For medical calls for service marked with “NOEMD”
b. For medical calls for service marked with exceptions for NOEMD vs. N/A

3. Quality Assurance (QA)
a. What is the QA process for EMD compliance and accuracy? b. What is the compliance for EMD calls?
c. What is the target for reviewing EMD calls?

1. What is the volume of medical calls for service to be reviewed and the frequency that they are reviewed for EMD compliance and accuracy?

2. What percentage of medical calls are reviewed for EMD compliance and accuracy: weekly, monthly, quarterly, annually?

3. If that goal is not met, how is it addressed?
Training

1. Are there policies and/or expectations associated with the above subjects (call-processing and EMD)?

2. Are all new employees trained to the call-processing/EMD policies and are they aware of how their performance will be measured, reviewed or addressed?

3. Which of the above subjects require continued education (CE) or follow-up training? a. How are performance deficiencies addressed?

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ATTACHMENT B

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Palo Alto City CouncilOctober 20, 2025

Palo Alto City Council
October 20, 2025