Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the Services to be performed under this Agreement without the prior written authorization of the City Manager or designee. In the event CONSULTANT does subcontract any portion of the work to be performed under this Agreement, CONSULTANT shall be fully responsible for all acts and omissions of subcontractors.
Option B: Subcontracts Authorized: Notwithstanding Section 11 (Assignment) above, CITY agrees that subcontractors may be used to complete the Services. The subcon tractors authorized by CITY to perform work on this Project are:
CONSULTANT shall be responsible for directing the work of any subcontractors and for any compensation due to subcontractors . CITY assumes no responsibility whatsoever concerning compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts and omissions of subcontractors . CONSULTANT shall change or add subcontractors only with the prior written approval of the City Manager or designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Robert Delnagro as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day -to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s P roject Manager. CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property.
CITY’s Project Manager is Tamara Jasso, Fire Department, 250 Hamilton Ave., Palo Alto, CA , 94301, Telephone: 650-329-2329, Email: [email protected], CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time.
SECTION 1 4. OWNERSHIP OF MATERIALS . A ll work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product available to any individual or organization without the prior written approval of the C ity Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services.
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representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, CONSULTANT’s records pertaining to matters covered by this Agreement, including without limitation records demonstrating compliance with the requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later.
SECTION 16. INDEMNITY.
16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all third party demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney’ s fees, experts fees, court costs and disbursements (“Claims”) to the extent that such Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. CITY will reimburse CONSULTANT for the proportionate percentage of defense costs exceeding CONSULTANT’s proportionate percentage of fault as determined by the final judgment of a court of competent jurisdiction.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its officers, employees, agents or contractors under this Agreement.
16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 2 9.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies.
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carriers with AM Best’s Key Rating Guide ratings of A -:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days ’ prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT , CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT ’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided under this Agreement or at law, the City Manager may terminate this Agreement sooner upon written notice of termination. Upon receipt of any notice of suspension or termination , CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination.
19.2. In event of suspension or termination, CONSULTANT wi ll deliver to the City Manager on or before the effective date in the notice of suspension or termination, any and all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed, prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such work product is the property of CITY, as detailed in Section 14 (Ownership of Materials).
19.3. In event of suspension or termination, CONSULTANT will be paid for the Services rendered and work products delivered to CITY in accordance with the Scope of Services up to the effective date in the notice of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s S ervices provided in material conformity with this Agreement as such determination is made by the City Docusign Envelope ID: 6ABDFD45-13E5-4AFD-B622-86884A85B6F4 Item 8
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Manager acting in the reasonable exercise of his/her discretion . The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25, 27, 28, 29 and 30.
19.4. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made in accordance with Section 17 (Waivers).
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the P roject Manager at the address of CONSULTANT recited on the first page of this Agreement.
CONSULTANT shall provide written notice to CITY of any change of address.
SECTION 21. CONFLICT OF INTEREST.
21.1. In executing this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subcontractors or other persons or parties having such an interest.
CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California, as amended from time to time . CONSULTANT agrees to notify CITY if any conflict arises.
21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by the Regulations of the Fair Political Practices Commission, CONSULTANT will file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time.
SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.
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discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section
2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment.
22.2. CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor or subcontractor, are required to be accessible to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a manner that complies with the ADA and any other applicable federal, state and local disability rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate against persons with disabilities in the provision of services, benefits or activities provided under this Agreement.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with t he CITY’s Environmentally Preferred Purchasing policies which are available at CITY ’s Purchasing Department , hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include, first, minimizing and reducing waste; second, reusing waste ; and, third, recycling or composting waste. In particular, C ONSULTANT shall comply with the following Zero Waste requirements:
(a) All printed materials provided by CONSULTANT to C ITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY ’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable-based inks. (b) Goods purchased by C ONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT , at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed.
SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE .
CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) h ours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060.
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SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This S ection shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement.
SECTION 2 6. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS.
26.1. This Project is not subject to prevailing wages and related requirements. CONSULTANT is not required to pay prevailing wages and meet related requirements under the California Labor Code and California Code of Regulations in the performance and implementation of the Project if the contract:
(1) is not a public works contract;
(2) is for a public works construction project of $25,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or (3) is for a public works alteration, demolition, repair, or maintenance project of $15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j).
SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS” . For purposes of this Section 27, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. ( Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code Section 9204, for Public Works Projects , certain claims procedures shall apply, as set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”.
This Project is not a 9204 Public Works Project.
SECTION 28. CONFIDENTIAL INFORMATION.
28.1. In the performance of this Agreement, CONSULTANT may have access to CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of its obligations to CITY under this Agreement and for no other purpose.
CONSULTANT will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information.
Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform CONSULTANT’s obligations to CITY under this Agreement and for no other purpose, provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement.
28.2. “Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil Code S ection Docusign Envelope ID: 6ABDFD45-13E5-4AFD-B622-86884A85B6F4 Item 8
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1798 et seq., as amended from time to time) and materials, in any form or media, tangible or intangible, provided or otherwise made available to CONSULTANT by CITY, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a breach of this Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of CONSULTANT without any use of or access to the Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an authorized representative of CITY.
28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that CONSULTANT will notify CITY in writing of such order immediately upon receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing so), to give CITY an opportunity to oppose or otherwise respond to such order.
28.4. CONSULTANT will notify City promptly upon learning of any breach in the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or control, and if such Confidential Information consists of Personal Information, CONSULTANT will provide information to CITY sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time.
28.5. Prior to or upon termination or expiration of this Agreement, CONSULTANT will honor any request from the CITY to return or securely destroy all copies of Confidential Information. All Confidential Information is and will remain the property of the CITY and nothing contained in this Agreement grants or confers any rights to such Confidential Information on CONSULTANT.
28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions.
SECTION 29. MISCELLANEOUS PROVISIONS.
29.1. This Agreement will be governed by California law, without regard to its conflict of law provisions.
29.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California.
29.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties.
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29.4. This Agreement, including all exhibits, constitutes the entire and integrated agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations, statements and undertakings , either oral or written. This Agreement may be amended only by a written instrument, which is signed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code, as amended from time to time.
29.5. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in full force and effect.
29.6. In the event of a conflict between the terms of this Agreement and the exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if any), the exhibits shall control.
29.7. The provisions of all checked boxes in this Agreement shall apply to this Agreement; the provisions of any unchecked boxes shall not apply to this Agreement.
29.8. All section headings contained in this Agreement are for convenience and reference only and are not intended to define or limit the scope of any provision of this Agreement.
29.9. This Agreement may be signed in multiple counterparts, which, when executed by the authorized representatives of the parties, shall together constitute a single binding agreement.
SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is selected below, is hereby attached and incorporated into this Agreement by reference as though fully set forth herein:
EXHIBIT A: SCOPE OF SERVICES
EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS
THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED.
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CONTRACT NO. C26194180A
SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement as of the date first above written.
CITY OF PALO ALTO
____________________________
City Manager
APPROVED AS TO FORM:
__________________________
City Attorney or designee
ATLAS ENVIRONMENTAL
CONSULTING, LLC
By: ________________________________
Name: ______________________________
Title: _______________________________
By: ________________________________
Name: ______________________________
Title: _______________________________
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Vice President
Rob Delnagro
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EXHIBIT A
SCOPE OF SERVICES
CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF SERVICES”. Notwithstanding any provision herein to the contrary, CONSULTANT’s duties and services described in this Scope of Services shall not include preparing or assisting CITY with any portion of CITY’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project.
CONSULTANT’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications.
CONSULTANT shall cooperate with CITY to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by CONSULTANT pursuant to this Scope of Services.
CONSULTANT will provide on -call services for fire permit processing, fire inspection, hazmat permit processing, hazmat plan check and environmental consulting services.
Required Background and Training for Services
1. CONSULTANT employees engaging directly with project applicants must complete a Form 700, Statement of Economic Interests, in alignment with the City of Palo Alto’s Conflict of Interest Code and the California Political Reform Act. The form is available at http://www.fppc.ca.gov/Form700.html.
2. CONSULTANT will be responsible for providing all equipment and training necessary to perform the work, unless otherwise directed by the City.
3. CONSULTANT shall ensure, at their sole expense, that consultant employees maintain certifications required to perform the services requested by the CITY.
4. CONSULTANT must maintain training and certifications as required by State regulations and consistent with CITY requirements.
5. CONSULTANT is responsible for providing IT security, ethics, and harassment training to assigned employees that complies with the CITY’s standards.
6. CONSULTANT will not charge the City for training, time in training, or any expenses related to training.
7. CONSULTANT staff will possess the knowledge, skills, and abilities to perform any combination of the following Plan Review and Permit Processing functions summarized below.
Fire/HazMat Plan Review and Fire Permit Processing Services
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1. CONSULTANT will be responsible for providing fire/hazmat permit -technician, or administrative services as requested by the City on an as-needed basis.
2. CONSULTANT will be available to meet with the applicant during business hours when requested.
3. CONSULTANT will conduct fire/hazmat plan reviews of project plans and other related documents submitted in conjunction with applications for fire and life safety and hazardous materials components.
4. CONSULTANT will perform reviews of revisions to plans that have previously been approved for permit issuance.
5. CONSULTANT will provide Fire Marshal or designee with periodic reports on the fire/hazmat plan review status for all assigned projects.
6. CONSULTANT will commit to providing temporary onsite plan reviewers if necessary.
7. CONSULTANT will commit to providing the required technical training to assigned staff as necessary to complete the assignment effectively and correctly.
8. CONSULTANT will enter permit and related data into Accela permit tracking system.
9. CONSULTANT will accept permits and related applications, and accurately assess and collect fees, screen plans and application materials for completeness and for conformance with City ordinances, standards, checklists, policies, and guidelines.
10. CONSULTANT will review with the city plan review response letter(s) and resubmittal package to ensure completion prior to routing to hazmat/plan reviewers.
11. CONSULTANT will review with the city application materials for compliance with conditions of approval.
12. CONSULTANT will review with the city and approve and issue minor permits.
13. CONSULTANT will build and maintain positive working relationships with co- workers, City staff and the public using principles of good customer service.
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EXHIBIT A-1
PROFESSIONAL SERVICES TASK ORDER
CONSULTANT shall perform the Services detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into this Task Order by this reference. CONSULTANT shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below.
CONTRACT NO.
OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE)
1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE):
1B. TASK ORDER NO.:
2. CONSULTANT NAME:
3. PERIOD OF PERFORMANCE: START: COMPLETION:
4 TOTAL TASK ORDER PRICE: $__________________
BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $_______________
5. BUDGET CODE_______________
COST CENTER________________
COST ELEMENT______________
WBS/CIP__________
PHASE__________
6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:_____________________________________
7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A)
MUST INCLUDE:
SERVICES AND DELIVERABLES TO BE PROVIDED
SCHEDULE OF PERFORMANCE
MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable) REIMBURSABLE EXPENSES, if any (with “not to exceed” amount)
8. ATTACHMENTS: A: Task Order Scope of Services B (if any): _____________________________
I hereby authorize the performance of the
work described in this Task Order.
APPROVED:
CITY OF PALO ALTO
BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________
I hereby acknowledge receipt and acceptance of
this Task Order and warrant that I have
authority to sign on behalf of Consultant.
APPROVED:
COMPANY NAME: ______________________
BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________
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EXHIBIT B
SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services as directed by the project manager per the task order approved.
Optional Schedule of Performance Provision for On-Call or Additional Services Agreements. (This provision only applies if checked and only applies to on- call agreements per Section 1 or agreements with Additional Services per Section 4.)
The schedule of performance shall be as provided in the approved Task Order, as detailed in Section 1 (Scope of Services) in the case of on-call Services, or as detailed in Section 4 in the case of Additional Services, provided in all cases that the schedule of performance shall fall within the term as provided in Section 2 (Term) of this Agreement.
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EXHIBIT C
COMPENSATION
CITY agrees to compensate CONSULTANT for the Services performed in accordance with the terms and conditions of this Agreement, including Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4 of the Agreement), based on the hourly rate schedule attached as Exhibit C-1.
The compensation to be paid to CONSULTANT under this Agreement for all S ervices, any specified reimbursable expenses, and Additional Services (if any, per Section 4), shall not exceed the amount(s) stated in Section 4 of this Agreement . CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4) , within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY.
REIMBURSABLE EXPENSES
CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative support time /overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in-house printing, insurance and other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder.
Reimbursable expenses, if any are specified as reimburs able 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.
A. Travel outside the San Francisco Bay A rea, including transportation and meals, if specified as reimbursable, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses.
B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges, if specified as reimbursable, will be reimbursed at actual cost.
All requests for reimbursement of expenses, if any are specified as reimbursable under this section, shall be accompanied by appropriate backup documentation and information.
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EXHIBIT C-1
SCHEDULE OF RATES
CONSULTANT’s schedule of rates is as follows:
Position PROPOSED
HOURLY RATE
Assistant Building Official (Environmental Consultant) $120.00 /hour Engineering Technician* $95.00 /hour
Plans Examiner* $95.00 /hour
Permit Technician* $75.00 /hour
Senior Fire Plans Examiner* $180.00 /hour
Fire/HazMat Plans Examiner* $95.00 /hour
Environmental Consultant Only
Senior Hazardous Materials Plan Reviewer $120.00 /hour
Senior Environmental Consultant $120.00 /hour
Hazardous Materials Plan Reviewer* $95.00 /hour
Environmental Consultant* $95.00 /hour
Senior Administrative Assistant* $80.00 /hour
Permit Intake Technician* $75.00 /hour
Position (Overtime Rates) PROPOSED
HOURLY RATE
Assistant Building Official (Environmental Consultant) $180.00 /hour Engineering Technician* $142.50 /hour
Plans Examiner* $142.50 /hour
Permit Technician* $112.50 /hour
Senior Fire Plans Examiner* $270.00 /hour
Fire/HazMat Plans Examiner $142.50 /hour
Environmental Consultant Only (Overtime Rates)
Senior Hazardous Materials Plan Reviewer $180.00 /hour
Senior Environmental Consultant $180.00 /hour
Hazardous Materials Plan Reviewer* $142.50 /hour
Environmental Consultant* $142.50 /hour
Senior Administrative Assistant* $120.00 /hour
Permit Intake Technician* $112.50 /hour
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EXHIBIT D
INSURANCE REQUIREMENTS
CONSULTANTS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE
CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS AS SPECIFIED HEREIN.
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY STATUTORY STATUTORY
YES
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL
LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY
DAMAGE COMBINED.
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
AUTOMOBILE LIABILITY,
INCLUDING ALL OWNED, HIRED,
NON-OWNED
BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
PROFESSIONAL LIABILITY,
INCLUDING, ERRORS AND
OMISSIONS, MALPRACTICE (WHEN
APPLICABLE), AND NEGLIGENT
PERFORMANCE
ALL DAMAGES $1,000,000
YES
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONSULTANT, AT ITS SOLE COST
AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM
OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONSULTANT AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONSULTANT’S AGREEMENT TO INDEMNIFY CITY.
II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING EMAIL: [email protected]
III. ENDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONAL INSUREDS:
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED,
INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR
CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
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B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER
THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE
INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE
INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON
OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED WITH THE CITY OF PALO ALTO SENT TO THE FOLLOWING EMAIL:
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CITY OF PALO ALTO CONTRACT NO. C26194180B
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND
INTERWEST CONSULTING GROUP, INC.
This Agreement for Professional Services (this “Agreement”) is entered into as of the 1st day of January, 2026 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and INTERWEST CONSULTING GROUP, INC. , a Colorado corporation, located at 39355 California St, Fremont, CA 94538 (“CONSULTANT”).
The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference:
RECITALS
A. CITY intends to issue permits for applications that comply with all relevant state and local codes (the “Project”) and desires to engage a consultant to provide permit processing, and plan check services for hazmat planning and haz mat environmental reviews in connection with the Project (the “Services”, as detailed more fully in Exhibit A).
B. CONSULTANT represents that it, its employees and subconsultants, if any, possess the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services.
C. CITY, in reliance on these representations , desires to engage CONSULTANT to provide the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree as follows:
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit A in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY.
Optional On-Call Provision (This provision only applies if checked and only applies to on-call agreements.)
CITY may elect to, but is not required to, authorize on- call Services up to the maximum compensation amount set forth in Section 4 (Not to Exceed Compensation).
CONSULTANT shall provide on- call Services only by advanced, written authorization from CITY as detailed in this Section. On -call Services, if any, s hall be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A -1 entitled “PROFESSIONAL SERVICES TASK ORDER”.
Each Task Order shall contain a specific scope of s ervices, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement.
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Compensation for on-call Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.
To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully exec uted Task Order shall become part of this Agreement. The cumulative total compensation due to CONSULTANT for all Task Orders issued under this Agreement shall not exceed the amount of compensation set forth in Section 4. CONSULTANT shall only be compensated for on -call Services performed under an authorized Task Order and only up to the maximum compensation amount set forth in Section 4. Performance of and payment for any on-call Services are subject to all requirements and restrictions in this Agreement.
SECTION 2. TERM.
The term of this Agreement shall be from the effective date of this agreement through December 31, 2028, unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT.
CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Seventy-Five Thousand Dollars ($75,000.00). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.
Optional Additional Services Provision (This provision applies only if checked and a not-to-exceed compensation amount for Additional Services is allocated below under this Section 4.)
In addition to the not-to-exceed compensation specified above, CITY has set aside the not- to-exceed compensation amount of D ollars ($ ) 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 Dollars ($ ) , as detailed in Exhibit C.
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“Additional Services” means any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit A. CITY may elect to, but is not required to, authorize Additional Services up to the maximum amount of compensation set forth for Additional S ervices in this Section 4. CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section . Additional Services, if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1, entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.
To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully exec uted Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4 .
CONSULTANT shall only be compensated for Additional Services performed under an authorized Task Order and only up to the maximum amount of compensation set forth for Additional Services in this Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the S ervices performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it , its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this A greement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances.
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SECTION 7. COMPLIANCE WITH LAWS . CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement, as amended from time to time . CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services , arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more , CONSULTANT shall make recommendations to CITY for aligning the P roject design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be deemed at all times to be an independent contractor, CONSULTANT shall have exclusive control over the means, manner, and methods of performing the services and shall be wholly responsible for the manner in which CONSULTANT performs the S ervices requested by CITY under this Agreement. CONSULTANT and any agent or employee of CONSULTANT will not have employee status with CITY , nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT will be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities re lated to CONSULTANT’s performance of the S ervices, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT’s provision of the Services only, and not as to the means by which such a result is obtained.
SECTION 11. ASSIGNMENT . The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written approval of the City Manager, which shall not be unreasonably delayed or withheld. Any purported assignment made without the prior written approval of the C ity Manager will be void and without effect . Subject to the foregoing, t he covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the parties.
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SECTION 12. SUBCONTRACTING.
Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the Services to be performed under this Agreement without the prior written authorization of the City Manager or designee. In the event CONSULTANT does subcontract any portion of the work to be performed under this Agreement, CONSULTANT shall be fully responsible for all acts and omissions of subcontractors.
Option B: Subcontracts Authorized: Notwithstanding Section 11 (Assignment) above, CITY agrees that subcontractors may be used to complete the Services. The subcon tractors authorized by CITY to perform work on this Project are:
CONSULTANT shall be responsible for directing the work of any subcontractors and for any compensation due to subcontractors . CITY assumes no responsibility whatsoever concerning compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts and omissions of subcontractors . CONSULTANT shall change or add subcontractors only with the prior written approval of the City Manager or designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Andrew Hyatt as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day -to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s P roject Manager. CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property.
CITY’s Project Manager is Tamara Jasso, Fire Department, 250 Hamilton Ave., Palo Alto, CA , 94301, Telephone: 650-329-2329, Email: [email protected], CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time.
SECTION 1 4. OWNERSHIP OF MATERIALS . A ll work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product available to any individual or organization without the prior written approval of the C ity Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services.
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SECTION 15. AUDITS . CONSULTANT agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, CONSULTANT’s records pertaining to matters covered by this Agreement, including without limitation records demonstrating compliance with the requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later.
SECTION 16. INDEMNITY.
16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all third party demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney’ s fees, experts fees, court costs and disbursements (“Claims”) to the extent that such Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. CITY will reimburse CONSULTANT for the proportionate percentage of defense costs exceeding CONSULTANT’s proportionate percentage of fault as determined by the final judgment of a court of competent jurisdiction.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its officers, employees, agents or contractors under this Agreement.
16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 2 9.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies.
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18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A -:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primar y coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days ’ prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT , CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT ’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving t hirty (30) days prior written notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided under this Agreement or at law, the City Manager may terminate this Agreement sooner upon written notice of termination. Upon receipt of any notice of suspension or termination , CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination.
19.2. In event of suspension or termination, CONSULTANT wi ll deliver to the City Manager on or before the effective date in the notice of suspension or termination, any and all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed, prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such work product is the property of CITY, as detailed in Section 14 (Ownership of Materials).
19.3. In event of suspension or termination, CONSULTANT will be paid for the Services rendered and work products delivered to CITY in accordance with the Scope of Services up to the effective date in the notice of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be Docusign Envelope ID: E8B77915-094A-464D-9FBB-3C47299AE1B2 Item 8
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obligated to compensate CONSULTANT only for that portion of CONSULTANT’s S ervices provided in material conformity with this Agreement as such determination is made by the City Manager acting in the reasonable exercise of his/her discretion . The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25, 27, 28, 29 and 30.
19.4. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made in accordance with Section 17 (Waivers).
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the P roject Manager at the address of CONSULTANT recited on the first page of this Agreement.
CONSULTANT shall provide written notice to CITY of any change of address.
SECTION 21. CONFLICT OF INTEREST.
21.1. In executing this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subcontractors or other persons or parties having such an interest.
CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California, as amended from time to time . CONSULTANT agrees to notify CITY if any conflict arises.
21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by the Regulations of the Fair Political Practices Commission, CONSULTANT will file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time.
SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.
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22.1. As set forth in Palo Alto Municipal Code S ection 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section
2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment.
22.2. CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor or subcontractor, are required to be accessible to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a manner that complies with the ADA and any other applicable federal, state and local disability rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate against persons with disabilities in the provision of services, benefits or activities provided under this Agreement.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with t he CITY’s Environmentally Preferred Purchasing policies which are available at CITY ’s Purchasing Department , hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include, first, minimizing and reducing waste; second, reusing waste ; and, third, recycling or composting waste. In particular, C ONSULTANT shall comply with the following Zero Waste requirements:
(a) All printed materials provided by CONSULTANT to C ITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY ’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable-based inks. (b) Goods purchased by C ONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT , at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed.
SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE .
CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) h ours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, Docusign Envelope ID: E8B77915-094A-464D-9FBB-3C47299AE1B2 Item 8
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CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060.
SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This S ection shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement.
SECTION 2 6. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS.
26.1. This Project is not subject to prevailing wages and related requirements. CONSULTANT is not required to pay prevailing wages and meet related requirements under the California Labor Code and California Code of Regulations in the performance and implementation of the Project if the contract:
(1) is not a public works contract;
(2) is for a public works construction project of $25,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or (3) is for a public works alteration, demolition, repair, or maintenance project of $15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j).
SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS” . For purposes of this Section 27, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. ( Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code Section 9204, for Public Works Projects , certain claims procedures shall apply, as set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”.
This Project is not a 9204 Public Works Project.
SECTION 28. CONFIDENTIAL INFORMATION.
28.1. In the performance of this Agreement, CONSULTANT may have access to CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of its obligations to CITY under this Agreement and for no other purpose.
CONSULTANT will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information.
Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform CONSULTANT’s obligations to CITY under this Agreement and for no other purpose, provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement.
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28.2. “Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil Code S ection 1798 et seq., as amended from time to time) and materials, in any form or media, tangible or intangible, provided or otherwise made available to CONSULTANT by CITY, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a breach of this Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of CONSULTANT without any use of or access to the Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an authorized representative of CITY.
28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that CONSULTANT will notify CITY in writing of such order immediately upon receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing so), to give CITY an opportunity to oppose or otherwise respond to such order.
28.4. CONSULTANT will notify City promptly upon learning of any breach in the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or control, and if such Confidential Information consists of Personal Information, CONSULTANT will provide information to CITY sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time.
28.5. Prior to or upon termination or expiration of this Agreement, CONSULTANT will honor any request from the CITY to return or securely destroy all copies of Confidential Information. All Confidential Information is and will remain the property of the CITY and nothing contained in this Agreement grants or confers any rights to such Confidential Information on CONSULTANT.
28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions.
SECTION 29. MISCELLANEOUS PROVISIONS.
29.1. This Agreement will be governed by California law, without regard to its conflict of law provisions.
29.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California.
29.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third Docusign Envelope ID: E8B77915-094A-464D-9FBB-3C47299AE1B2 Item 8
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parties.
29.4. This Agreement, including all exhibits, constitutes the entire and integrated agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations, statements and undertakings , either oral or written. This Agreement may be amended only by a written instrument, which is signed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code, as amended from time to time.
29.5. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in full force and effect.
29.6. In the event of a conflict between the terms of this Agreement and the exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if any), the exhibits shall control.
29.7. The provisions of all checked boxes in this Agreement shall apply to this Agreement; the provisions of any unchecked boxes shall not apply to this Agreement.
29.8. All section headings contained in this Agreement are for convenience and reference only and are not intended to define or limit the scope of any provision of this Agreement.
29.9. This Agreement may be signed in multiple counterparts, which, when executed by the authorized representatives of the parties, shall together constitute a single binding agreement.
SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is selected below, is hereby attached and incorporated into this Agreement by reference as though fully set forth herein:
EXHIBIT A: SCOPE OF SERVICES
EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS
THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED.
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CONTRACT NO. C26194180B
SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement as of the date first above written.
CITY OF PALO ALTO
____________________________
City Manager
APPROVED AS TO FORM:
__________________________
City Attorney or designee
INTERWEST CONSULTING GROUP,
INC.
By: ________________________________
Name: _Eric Pendley
Title: Vice President, Operations
By: ________________________________
Name: ______________________________
Title: _______________________________
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David Kniff
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EXHIBIT A
SCOPE OF SERVICES
CONSULTANT shall provide the Services detailed in this Exhibit A , entitled “ SCOPE OF SERVICES”. Notwithstanding any provision herein to the contrary, CONSULTANT’s duties and services described in this Scope of Services shall not include preparing or assisting CITY with any portion of CITY’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project.
CONSULTANT’s participation in the planning, discussions, or drawing of project plans or specifications shall be limited to conceptual, preliminary, or initial plans or specifications.
CONSULTANT shall cooperate with CITY to ensure that all bidders for a subsequent contract on any subsequent phase of this project have access to the same information, including all conceptual, preliminary, or initial plans or specifications prepared by CONSULTANT pursuant to this Scope of Services.
CONSULTANT will provide on-call services for fire permit processing, fire inspection, fire plan check, hazmat permit processing, and hazmat plan check.
Required Background and Training for Services
1. CONSULTANT employees engaging directly with project applicants must complete a Form 700, Statement of Economic Interests, in alignment with the City of Palo Alto’s Conflict of Interest Code and the California Political Reform Act. The form is available at http://www.fppc.ca.gov/Form700.html.
2. CONSULTANT will be responsible for providing all equipment and training necessary to perform the work, unless otherwise directed by the City.
3. CONSULTANT shall ensure, at their sole expense, that consultant employees maintain certifications required to perform the services requested by the CITY.
4. CONSULTANT must maintain training and certifications as required by State regulations and consistent with CITY requirements.
5. CONSULTANT is responsible for providing IT security, ethics, and harassment training to assigned employees that complies with the CITY’s standards.
6. CONSULTANT will not charge the City for training, time in training, or any expenses related to training.
7. CONSULTANT staff will possess the knowledge, skills, and abilities to perform any combination of the following Plan Review and Permit Processing functions summarized below.
Fire/HazMat Plan Review and Fire Permit Processing Services
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1. CONSULTANT will be responsible for providing fire/hazmat permit -technician, or administrative services as requested by the City on an as-needed basis.
2. CONSULTANT will be available to meet with the applicant during business hours when requested.
3. CONSULTANT will conduct fire/hazmat plan reviews of project plans and other related documents submitted in conjunction with applications for fire and life safety and hazardous materials components.
4. CONSULTANT will perform reviews of revisions to plans that have previously been approved for permit issuance.
5. CONSULTANT will provide Fire Marshal or designee with periodic reports on the fire/hazmat plan review status for all assigned projects.
6. CONSULTANT will commit to providing temporary onsite plan reviewers if necessary.
7. CONSULTANT will commit to providing the required technical training to assigned staff as necessary to complete the assignment effectively and correctly.
8. CONSULTANT will enter permit and related data into Accela permit tracking system.
9. CONSULTANT will accept permits and related applications, and accurately assess and collect fees, screen plans and application materials for completeness and for conformance with City ordinances, standards, checklists, policies, and guidelines.
10. CONSULTANT will r eview plan review response letter(s) and resubmittal package to ensure completion prior to routing to hazmat/plan reviewers.
11. CONSULTANT will r eview application materials for compliance with conditions of approval.
12. CONSULTANT will approve and issue minor permits.
13. CONSULTANT will build and maintain positive working relationships with co- workers, City staff and the public using principles of good customer service.
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EXHIBIT A-1
PROFESSIONAL SERVICES TASK ORDER
CONSULTANT shall perform the Services detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into this Task Order by this reference. CONSULTANT shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below.
CONTRACT NO.
OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE)
1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE):
1B. TASK ORDER NO.:
2. CONSULTANT NAME:
3. PERIOD OF PERFORMANCE: START: COMPLETION:
4 TOTAL TASK ORDER PRICE: $__________________
BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $_______________
5. BUDGET CODE_______________
COST CENTER________________
COST ELEMENT______________
WBS/CIP__________
PHASE__________
6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:_____________________________________
7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A)
MUST INCLUDE:
SERVICES AND DELIVERABLES TO BE PROVIDED
SCHEDULE OF PERFORMANCE
MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable) REIMBURSABLE EXPENSES, if any (with “not to exceed” amount)
8. ATTACHMENTS: A: Task Order Scope of Services B (if any): _____________________________
I hereby authorize the performance of the
work described in this Task Order.
APPROVED:
CITY OF PALO ALTO
BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________
I hereby acknowledge receipt and acceptance of
this Task Order and warrant that I have
authority to sign on behalf of Consultant.
APPROVED:
COMPANY NAME: ______________________
BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________
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EXHIBIT B
SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services as directed by the project manager per approved Task order request.
Optional Schedule of Performance Provision for On-Call or Additional Services Agreements. (This provision only applies if checked and only applies to on- call agreements per Section 1 or agreements with Additional Services per Section 4.)
The schedule of performance shall be as provided in the approved Task Order, as detailed in Section 1 (Scope of Services) in the case of on-call Services, or as detailed in Section 4 in the case of Additional Services, provided in all cases that the schedule of performance shall fall within the term as provided in Section 2 (Term) of this Agreement.
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EXHIBIT C
COMPENSATION
CITY agrees to compensate CONSULTANT for the Services performed in accordance with the terms and conditions of this Agreement, including Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4 of the Agreement), based on the hourly rate schedule attached as Exhibit C-1.
The compensation to be paid to CONSULTANT under this Agreement for all S ervices, any specified reimbursable expenses, and Additional Services (if any, per Section 4), shall not exceed the amount(s) stated in Section 4 of this Agreement . CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4) , within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY.
REIMBURSABLE EXPENSES
CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative support time /overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in-house printing, insurance and other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder.
Reimbursable expenses, if any are specified as reimburs able 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
CONSULTANT’s schedule of rates is as follows:
Building Safety Services
Deputy Building Official $ 160.00
Licensed Plan Review Engineer (structural, civil, electrical, mechanical) / Architect
$ 165.00
Permit Technician $ 85.00
Fire Protection Engineer $ 170.00
Senior Fire Plans Examiner $ 140.00
Fire Plans Examiner $ 130.00
ICC Building Plans Examiner $ 130.00
Overtime Rates - Building Safety Services
Deputy Building Official $ 240.00
Licensed Plan Review Engineer (structural, civil, electrical, mechanical) / Architect
$ 247.50
Permit Technician $ 127.50
Fire Protection Engineer $ 255.00
Senior Fire Plans Examiner $ 210.00
Fire Plans Examiner $ 195.00
ICC Building Plans Examiner $ 195.00
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EXHIBIT D
INSURANCE REQUIREMENTS
CONSULTANTS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE
CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS AS SPECIFIED HEREIN.
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY STATUTORY STATUTORY
YES
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL
LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY
DAMAGE COMBINED.
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
AUTOMOBILE LIABILITY,
INCLUDING ALL OWNED, HIRED,
NON-OWNED
BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
PROFESSIONAL LIABILITY,
INCLUDING, ERRORS AND
OMISSIONS, MALPRACTICE (WHEN
APPLICABLE), AND NEGLIGENT
PERFORMANCE
ALL DAMAGES $1,000,000
YES
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONSULTANT, AT ITS SOLE COST
AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM
OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONSULTANT AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONSULTANT’S AGREEMENT TO INDEMNIFY CITY.
II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING EMAIL: [email protected]
III. ENDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONAL INSUREDS:
A. PRIMARY COVERAGE
Except with respect to Workers’ Compensation coverage, and WITH RESPECT TO CLAIMS ARISING OUT
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IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER
THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE
INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE
INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON
OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED WITH THE CITY OF PALO ALTO SENT TO THE FOLLOWING EMAIL:
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CITY OF PALO ALTO CONTRACT NO. C26194180C
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND
TRB AND ASSOCIATES
This Agreement for Professional Services (this “Agreement”) is entered into as of the 1st day of January 2026 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and TRB AND ASSOCIATES, a corporation, located at 3180 Crow Canyon Place, Suite 216, San Ramon, CA 94583 (“CONSULTANT”).
The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference:
RECITALS
A. CITY intends to issue permits for applications that comply with all relevant state and local codes (the “Project”) and desires to engage a consultant to provide permit processing, and plan check services for hazmat planning and hazmat environmental reviews in connection with the Project (the “Services”, as detailed more fully in Exhibit A).
B. CONSULTANT represents that it, its employees and subconsultants, if any, possess the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services.
C. CITY, in reliance on these representations , desires to engage CONSULTANT to provide the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree as follows:
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit A in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY.
Optional On-Call Provision (This provision only applies if checked and only applies to on-call agreements.)
CITY may elect to, but is not required to, authorize on- call Services up to the maximum compensation amount set forth in Section 4 (Not to Exceed Compensation).
CONSULTANT shall provide on- call Services only by advanced, written authorization from CITY as detailed in this Section. On -call Services, if any, s hall be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A -1 entitled “PROFESSIONAL SERVICES TASK ORDER”.
Each Task Order shall contain a specific scope of s ervices, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement.
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Compensation for on-call Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.
To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully exec uted Task Order shall become part of this Agreement. The cumulative total compensation due to CONSULTANT for all Task Orders issued under this Agreement shall not exceed the amount of compensation set forth in Section 4. CONSULTANT shall only be compensated for on -call Services performed under an authorized Task Order and only up to the maximum compensation amount set forth in Section 4. Performance of and payment for any on-call Services are subject to all requirements and restrictions in this Agreement.
SECTION 2. TERM.
The term of this Agreement shall be from the effective date of this agreement through December 31, 2028, unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT.
CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Three Hundred Sixty - Five Thousand Dollars ($365,000.00). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.
Optional Additional Services Provision (This provision applies only if checked and a not-to-exceed compensation amount for Additional Services is allocated below under this Section 4.)
In addition to the not-to-exceed compensation specified above, CITY has set aside the not- to-exceed compensation amount of Dollars ($ ) 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 Dollars ($ ), as detailed in Exhibit C.
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“Additional Services” means any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit A . CITY may elect to, but is not required to, authorize Additional Services up to the maximum amount of compensation set forth for Additional S ervices in this Section 4. CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section . Additional Services , if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1, entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.
To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully exec uted Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4 .
CONSULTANT shall only be compensated for Additional Services performed under an authorized Task Order and only up to the maximum amount of compensation set forth for Additional Services in this Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the S ervices performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C -1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it , its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this A greement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances.
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SECTION 7. COMPLIANCE WITH LAWS . CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement, as amended from time to time . CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services , arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any c hange order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more , CONSULTANT shall make recommendations to CITY for aligning the P roject design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which CONSULTANT performs the S ervices requested by CITY under this Agreement.
CONSULTANT and any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT wi ll be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities re lated to CONSULTANT’s performance of the Services, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT ’s provision of the Services only, and not as to the means by which such a result is obtained.
SECTION 11. ASSIGNMENT . The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder wit hout the prior written approval of the C ity Manager. Any purported assignment made without the prior written approval of the City Manager will be void and without effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, succes sors, executors, administrators and assignees of the parties.
SECTION 12. SUBCONTRACTING.
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Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the Services to be performed under this Agreement without the prior written authorization of the City Manager or designee. In the event CONSULTANT does subcontract any portion of the work to be performed under this Agreement, CONSULTANT shall be fully responsible for all acts and omissions of subcontractors.
Option B: Subcontracts Authorized: Notwithstanding Section 11 (Assignment) above, CITY agrees that subcontractors may be used to complete the Services. The subcon tractors authorized by CITY to perform work on this Project are:
CONSULTANT shall be responsible for directing the work of any subcontractors and for any compensation due to subcontractors . CITY assumes no responsibility whatsoever concerning compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts and omissions of subcontractors . CONSULTANT shall change or add subcontractors only with the prior written approval of the City Manager or designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Todd Bailey as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day -to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s P roject Manager. CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property.
CITY’s Project Manager is Tamara Jasso, Fire Department, 250 Hamilton Ave., Palo Alto, CA , 94301, Telephone: 650-329-2329, Email: [email protected], CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time.
SECTION 1 4. OWNERSHIP OF MATERIALS . All work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product available to any individual or organization without the prior written approval of the C ity Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services.
SECTION 15. AUDITS . CONSULTANT agrees to permit CITY and its authorized Docusign Envelope ID: 5E05F2FC-1D43-4778-8148-9977A06CD44A Item 8
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representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, CONSULTANT’s records pertaining to matters covered by this Agreement, including without limitation records demonstrating compliance with the requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later.
SECTION 16. INDEMNITY.
16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its officers, employees, agents or contractors under this Agreement.
16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 2 9.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or parti al exercise of any right or remedy will preclude any other or further exercise of any right or remedy.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A -:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in Docusign Envelope ID: 5E05F2FC-1D43-4778-8148-9977A06CD44A Item 8
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full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primar y coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days ’ prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT , CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT ’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided under this Agreement or at law, the City Manager may terminate this Agreement sooner upon written notice of termination. Upon receipt of any notice of suspension or termination , CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination.
19.2. In event of suspension or termination, CONSULTANT wi ll deliver to the City Manager on or before the effective date in the notice of suspension or termination, any and all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed, prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such work product is the property of CITY, as detailed in Section 14 (Ownership of Materials).
19.3. In event of suspension or termination, CONSULTANT will be paid for the Services rendered and work products delivered to CITY in accordance with the Scope of Services up to the effective date in the notice of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s S ervices provided in material conformity with this Agreement as such determination is made by the City Manager acting in the reasonable exercise of his/her discretion . The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25, 27, 28, 29 and 30.
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19.4. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made in accordance with Section 17 (Waivers).
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the P roject Manager at the address of CONSULTANT recited on the first page of this Agreement.
CONSULTANT shall provide written notice to CITY of any change of address.
SECTION 21. CONFLICT OF INTEREST.
21.1. In executing this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subcontractors or other persons or parties having such an interest.
CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Al to Municipal Code and the Government Code of the State of California, as amended from time to time . CONSULTANT agrees to notify CITY if any conflict arises.
21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by the Regulations of the Fair Political Practices Commission, CONSULTANT will file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time.
SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.
22.1. As set forth in Palo Alto Municipal Code S ection 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such Docusign Envelope ID: 5E05F2FC-1D43-4778-8148-9977A06CD44A Item 8
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person. CONSULTANT acknowledges that it has read and understands the provisions of Section
2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment.
22.2. CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor or subcontractor, are required to be accessible to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a manner that complies with the ADA and any other applicable federal, state and local disability rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate against persons with disabilities in the provision of services, benefits or activities provided under this Agreement.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with t he CITY’s Environmentally Preferred Purchasing policies which are available at CITY ’s Purchasing Department , hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include, first, minimizing and reducing waste; second, reusing waste ; and, third, recycling or composting waste. In particular, C ONSULTANT shall comply with the following Zero Waste requirements:
(a) All printed materials provided by CONSULTANT to C ITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwi se approved by CITY ’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable-based inks. (b) Goods purchased by C ONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT , at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed.
SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE .
CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) h ours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060.
SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code , as amended from time to Docusign Envelope ID: 5E05F2FC-1D43-4778-8148-9977A06CD44A Item 8
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time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This S ection shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement.
SECTION 2 6. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS.
26.1. This Project is not subject to prevailing wages and related requirements. CONSULTANT is not required to pay prevailing wages and meet related requirements under the California Labor Code and California Code of Regulations in the performance and implementation of the Project if the contract:
(1) is not a public works contract;
(2) is for a public works construction project of $25,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or (3) is for a public works alteration, demolition, repair, or maintenance project of $15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j).
SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS” . For purposes of this Section 27, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. ( Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code Section 9204, for Public Works Projects , certain claims procedures shall apply, as set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”.
This Project is not a 9204 Public Works Project.
SECTION 28. CONFIDENTIAL INFORMATION.
28.1. In the performance of this Agreement, CONSULTANT may have access to CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of its obligations to CITY under this Agreement and for no other purpose.
CONSULTANT will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information.
Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform CONSULTANT’s obligations to CITY under this Agreeme nt and for no other purpose, provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement.
28.2. “Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil Code S ection 1798 et seq., as amended from time to time) and materials, in any form or media, tangible or intangible, provided or otherwise made available to CONSULTANT by CITY, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that Docusign Envelope ID: 5E05F2FC-1D43-4778-8148-9977A06CD44A Item 8
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CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a breach of this Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of CONSULTANT without any use of or access to the Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an authorized representative of CITY.
28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that CONSULTANT will notify CITY in writing of such order immediately upon receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing so), to give CITY an opportunity to oppose or otherwise respond to such order.
28.4. CONSULTANT will notify City promptly upon learning of any breach in the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or control, and if such Confidential Information consists of Personal Information, CONSULTANT will provide information to CITY sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time.
28.5. Prior to or upon termination or expiration of this Agreement, CONSULTANT will honor any request from the CITY to return or securely destroy all copies of Confidential Information. All Confidential Information is and will remain the property of the CITY and nothing contained in this Agreement grants or confers any rights to such Confidential Information on CONSULTANT.
28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions.
SECTION 29. MISCELLANEOUS PROVISIONS.
29.1. This Agreement will be governed by California law, without regard to its conflict of law provisions.
29.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California.
29.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties.
29.4. This Agreement, including all exhibits, constitutes the entire and integrated agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations, statements and undertakings, either oral or Docusign Envelope ID: 5E05F2FC-1D43-4778-8148-9977A06CD44A Item 8
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written. This Agreement may be amended only by a written instrument, which is signed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code, as amended from time to time.
29.5. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in full force and effect.
29.6. In the event of a conflict between the terms of this Agreement and the exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if any), the exhibits shall control.
29.7. The provisions of all checked boxes in this Agreement shall apply to this Agreement; the provisions of any unchecked boxes shall not apply to this Agreement.
29.8. All section headings contained in this Agreement are for convenience and reference only and are not intended to define or limit the scope of any provision of this Agreement.
29.9. This Agreement may be signed in multiple counterparts, which, when executed by the authorized representatives of the parties, shall together constitute a single binding agreement.
SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is selected below, is hereby attached and incorporated into this Agreement by reference as though fully set forth herein:
EXHIBIT A: SCOPE OF SERVICES
EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS
THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED.
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CONTRACT NO. C26194180C
SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement as of the date first above written.
CITY OF PALO ALTO
____________________________
City Manager
APPROVED AS TO FORM:
__________________________
City Attorney or designee
TRB AND ASSOCIATES
By: ________________________________
Name: ______________________________
Title: _______________________________
______________________________
_____________________________
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EXHIBIT A
SCOPE OF SERVICES
CONSULTANT shall provide the Services detailed in this Exhibit A , entitled “ SCOPE OF SERVICES”. Notwithstanding any provision herein to the contrary, CONSULTANT’s duties and services described in this Scope of Services shall not include preparing or assisting CITY with any portion of CITY’s preparation of a request for proposals, request for qualific ations, or any other solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project.
CONSULTANT’s participation in 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 will provide on-call services for fire permit processing, fire inspection, fire plan check, hazmat permit processing, and hazmat plan check.
Required Background and Training for Services
1. CONSULTANT employees engaging directly with project applicants must complete a Form 700, Statement of Economic Interests, in alignment with the City of Palo Alto’s Conflict of Interest Code and the California Political Reform Act. The form is available at http://www.fppc.ca.gov/Form700.html.
2. CONSULTANT will be responsible for providing all equipment and training necessary to perform the work, unless otherwise directed by the City.
3. CONSULTANT shall ensure, at their sole expense, that consultant employees maintain certifications required to perform the services requested by the CITY.
4. CONSULTANT must maintain training and certifications as required by State regulations and consistent with CITY requirements.
5. CONSULTANT is responsible for providing IT security, ethics, and harassment training to assigned employees that complies with the CITY’s standards.
6. CONSULTANT will not charge the City for training, time in training, or any expenses related to training.
7. CONSULTANT staff will possess the knowledge, skills, and abilities to perform any combination of the following Plan Review and Permit Processing functions summarized below.
Fire/HazMat Plan Review and Fire Permit Processing Services
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1. CONSULTANT will be responsible for providing fire/hazmat permit -technician, or administrative services as requested by the City on an as-needed basis.
2. CONSULTANT will be available to meet with the applicant during business hours when requested.
3. CONSULTANT will conduct fire/hazmat plan reviews of project plans and other related documents submitted in conjunction with applications for fire and life safety and hazardous materials components.
4. CONSULTANT will perform reviews of revisions to plans that have previously been approved for permit issuance.
5. CONSULTANT will provide Fire Marshal or designee with periodic reports on the fire/hazmat plan review status for all assigned projects.
6. CONSULTANT will commit to providing temporary onsite plan reviewers if necessary.
7. CONSULTANT will commit to providing the required technical training to assigned staff as necessary to complete the assignment effectively and correctly.
8. CONSULTANT will enter permit and related data into Accela permit tracking system.
9. CONSULTANT will accept permits and related applications, and accurately assess and collect fees, screen plans and application materials for completeness and for conformance with City ordinances, standards, checklists, policies, and guidelines.
10. CONSULTANT will review with the city plan review response letter(s) and resubmittal package to ensure completion prior to routing to hazmat/plan reviewers.
11. CONSULTANT will review with the city application materials for compliance with conditions of approval.
12. CONSULTANT will review with the city and approve and issue minor permits.
13. CONSULTANT will build and maintain positive working relationships with co- workers, City staff and the public using principles of good customer service.
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EXHIBIT A-1
PROFESSIONAL SERVICES TASK ORDER
CONSULTANT shall perform the Services detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into this Task Order by this reference. CONSULTANT shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below.
CONTRACT NO.
OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE)
1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE):
1B. TASK ORDER NO.:
2. CONSULTANT NAME:
3. PERIOD OF PERFORMANCE: START: COMPLETION:
4 TOTAL TASK ORDER PRICE: $__________________
BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $_______________
5. BUDGET CODE_______________
COST CENTER________________
COST ELEMENT______________
WBS/CIP__________
PHASE__________
6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:_____________________________________
7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A)
MUST INCLUDE:
SERVICES AND DELIVERABLES TO BE PROVIDED
SCHEDULE OF PERFORMANCE
MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable) REIMBURSABLE EXPENSES, if any (with “not to exceed” amount)
8. ATTACHMENTS: A: Task Order Scope of Services B (if any): _____________________________
I hereby authorize the performance of the
work described in this Task Order.
APPROVED:
CITY OF PALO ALTO
BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________
I hereby acknowledge receipt and acceptance of
this Task Order and warrant that I have
authority to sign on behalf of Consultant.
APPROVED:
COMPANY NAME: ______________________
BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________
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EXHIBIT B
SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services as directed by the project manager per approved Task order request.
Optional Schedule of Performance Provision for On-Call or Additional Services Agreements. (This provision only applies if checked and only applies to on- call agreements per Section 1 or agreements with Additional Services per Section 4.)
The schedule of performance shall be as provided in the approved Task Order, as detailed in Section 1 (Scope of Services) in the case of on-call Services, or as detailed in Section 4 in the case of Additional Services, provided in all cases that the schedule of performance shall fall within the term as provided in Section 2 (Term) of this Agreement.
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EXHIBIT C
COMPENSATION
CITY agrees to compensate CONSULTANT for the S ervices performed in accordance with the terms and conditions of this Agreement, including Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4 of the Agreement), based on the hourly rate schedule attached as Exhibit C-1.
The compensation to be paid to CONSULTANT under this Agreement for all S ervices, any specified reimbursable expenses, and Additional Services (if any, per Section 4), shall not exceed the amount(s) stated in Section 4 of this Agreement . CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4) , within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY.
REIMBURSABLE EXPENSES
CONSULTANT’S ordinary business expenses , such as administrative, overhead, administrative support time /overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in-house printing, insurance and other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder.
Reimbursable expenses, if any are specified as reimburs able 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
CONSULTANT’s schedule of rates is as follows:
Assistant Building Official
(Environmental Consultant)
$165.00
Engineering Technician $100.00 - 120.00
Plans Examiner $120.00 - 140.00
Permit Technician $ 90.00 - 105.00
Senior Fire Plans Examiner $150.00
Fire/HazMat Plans Examiner $160.00
Environmental Consultant only
Senior Hazardous Materials Plan Reviewer $170.00
Senior Environmental Consultant $185.00
Hazardous Materials Plan Reviewer $160.00
Environmental Consultant $165.00
Senior Administrative Assistant $ 75.00
Permit Intake Technician $ 90.00 - 105.00
Positions (Overtime Rates)
Hourly Rate
Assistant Building Official
(Environmental Consultant)
$245.00
Engineering Technician $150.00 - 180.00
Plans Examiner $180.00 - 210.00
Permit Technician $135.00 - 160.00
Senior Fire Plans Examiner $225.00
Fire/HazMat Plans Examiner $240.00
Environmental Consultant only (Overtime Rates)
Hourly Rate
Senior Hazardous Materials Plan Reviewer $255.00
Senior Environmental Consultant $275.00
Hazardous Materials Plan Reviewer $240.00
Environmental Consultant $245.00
Senior Administrative Assistant $115.00
Permit Intake Technician $135.00 – 160.00
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EXHIBIT D
INSURANCE REQUIREMENTS
CONSULTANTS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE
CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS AS SPECIFIED HEREIN.
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY STATUTORY STATUTORY
YES
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL
LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY
DAMAGE COMBINED.
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
AUTOMOBILE LIABILITY,
INCLUDING ALL OWNED, HIRED,
NON-OWNED
BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
PROFESSIONAL LIABILITY,
INCLUDING, ERRORS AND
OMISSIONS, MALPRACTICE (WHEN
APPLICABLE), AND NEGLIGENT
PERFORMANCE
ALL DAMAGES $1,000,000
YES
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONSULTANT, AT ITS SOLE COST
AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM
OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONSULTANT AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONSULTANT’S AGREEMENT TO INDEMNIFY CITY.
II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING EMAIL: [email protected]
III. ENDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONAL INSUREDS:
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED,
INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR
CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
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B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER
THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE
INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE
INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON
OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED WITH THE CITY OF PALO ALTO SENT TO THE FOLLOWING EMAIL:
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CITY OF PALO ALTO CONTRACT NO. C26194180D
AGREEMENT FOR PROFESSIONAL SERVICES
BETWEEN THE CITY OF PALO ALTO AND
WEST COAST CODE CONSULTANTS, INC.
This Agreement for Professional Services (this “Agreement”) is entered into as of the 1st day of January, 2026 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and WEST COAST CODE CONSULTANTS, INC., a corporation, located at 417 Grand Avenue, Suite 210, South San Francisco, CA 94080 (“CONSULTANT”).
The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference:
RECITALS
A. CITY intends to issue a contract (the “Project”) and desires to engage a consultant to provide permit processing, and plan check services for hazmat planning and hazmat environmental reviews in connection with the Project (the “Services”, as detailed more fully in Exhibit A).
B. CONSULTANT represents that it, its employees and subconsultants, if any, possess the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services.
C. CITY, in reliance on these representations , desires to engage CONSULTANT to provide the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree as follows:
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit A in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY.
Optional On-Call Provision (This provision only applies if checked and only applies to on-call agreements.)
CITY may elect to, but is not required to, authorize on- call Services up to the maximum compensation amount set forth in Section 4 (Not to Exceed Compensation).
CONSULTANT shall provide on- call Services only by advanced, written authorization from CITY as detailed in this Section. On -call Services, if any, s hall be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A -1 entitled “PROFESSIONAL SERVICES TASK ORDER”.
Each Task Order shall contain a specific scope of s ervices, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement.
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Compensation for on-call Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.
To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully exec uted Task Order shall become part of this Agreement. The cumulative total compensation due to CONSULTANT for all Task Orders issued under this Agreement shall not exceed the amount of compensation set forth in Section 4. CONSULTANT shall only be compensated for on -call Services performed under an authorized Task Order and only up to the maximum compensation amount set forth in Section 4. Performance of and payment for any on-call Services are subject to all requirements and restrictions in this Agreement.
SECTION 2. TERM.
The term of this Agreement shall be from the effective date of this agreement through December 31, 2028, unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.
SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT.
CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT.
SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Two Hundred Fifty Thousand Dollars ($250,000.00). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “ SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.
Optional Additional Services Provision (This provision applies only if checked and a not-to-exceed compensation amount for Additional Services is allocated below under this Section 4.)
In addition to the not-to-exceed compensation specified above, CITY has set aside the not- to-exceed compensation amount of Dollars ($ ) 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 Dollars ($ ), as detailed in Exhibit C.
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“Additional Services” means any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit A . CITY may elect to, but is not required to, authorize Additional Services up to the maximum amount of compensation set forth for Additional S ervices in this Section 4. CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section . Additional Services , if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1, entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.
To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully exec uted Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4 .
CONSULTANT shall only be compensated for Additional Services performed under an authorized Task Order and only up to the maximum amount of compensation set forth for Additional Services in this Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement.
SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the S ervices performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C -1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it , its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this A greement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances.
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SECTION 7. COMPLIANCE WITH LAWS . CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement, as amended from time to time . CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services.
SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services , arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any c hange order markup costs, or costs arising from delay caused by the errors and omissions or unreasonable delay in correcting the errors and omissions.
SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more , CONSULTANT shall make recommendations to CITY for aligning the P roject design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY.
SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which CONSULTANT performs the S ervices requested by CITY under this Agreement.
CONSULTANT and any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT wi ll be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities re lated to CONSULTANT’s performance of the Services, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT ’s provision of the Services only, and not as to the means by which such a result is obtained.
SECTION 11. ASSIGNMENT . The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder wit hout the prior written approval of the C ity Manager. Any purported assignment made without the prior written approval of the City Manager will be void and without effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, succes sors, executors, administrators and assignees of the parties.
SECTION 12. SUBCONTRACTING.
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Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the Services to be performed under this Agreement without the prior written authorization of the City Manager or designee. In the event CONSULTANT does subcontract any portion of the work to be performed under this Agreement, CONSULTANT shall be fully responsible for all acts and omissions of subcontractors.
Option B: Subcontracts Authorized: Notwithstanding Section 11 (Assignment) above, CITY agrees that subcontractors may be used to complete the Services. The subcon tractors authorized by CITY to perform work on this Project are:
Jeremy Malson ([email protected])
4683 Cabot Drive #380, Pleasanton, CA 94588
925-808-6700
CONSULTANT shall be responsible for directing the work of any subcontractors and for any compensation due to subcontractors . CITY assumes no responsibility whatsoever concerning compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts and omissions of subcontractors . CONSULTANT shall change or add subcontractors only with the prior written approval of the City Manager or designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Joshua Rodriguez as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day -to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s P roject Manager. CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property.
CITY’s Project Manager is Tamara Jasso, Fire Department, 250 Hamilton Ave., Palo Alto, CA , 94301, Telephone: 650-329-2329, Email: [email protected], CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time.
SECTION 1 4. OWNERSHIP OF MATERIALS . All work product, including without limitation, all writings, drawings, studies, sketches, photographs, plans, reports, specifications, computations, models, recordings, data, documents, and other materials and copyright interests developed under this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the work product pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product available to any individual or organization without the prior written approval of the C ity Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services.
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SECTION 15. AUDITS . CONSULTANT agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, CONSULTANT’s records pertaining to matters covered by this Agreement, including without limitation records demonstrating compliance with the requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later.
SECTION 16. INDEMNITY.
16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all third party demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney’ s fees, experts fees, court costs and disbursements (“Claims”) to the extent that such Claims arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. CITY will reimburse CONSULTANT for the proportionate percentage of defense costs exceeding CONSULTANT’s proportionate percentage of fault as determined by the final judgment of a court of competent jurisdiction.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its officers, employees, agents or contractors under this Agreement.
16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 2 9.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or parti al exercise of any right or remedy will preclude any other or further exercise of any right or remedy.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies.
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18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A -:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primar y coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days ’ prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT , CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT ’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with or without cause, by giving ten (10) days prior written notice thereof to CONSULTANT. If CONSULTANT fails to perform any of its material obligations under this Agreement, in addition to all other remedies provided under this Agreement or at law, the City Manager may terminate this Agreement sooner upon written notice of termination. Upon receipt of any notice of suspension or termination , CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination.
19.2. In event of suspension or termination, CONSULTANT wi ll deliver to the City Manager on or before the effective date in the notice of suspension or termination, any and all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed, prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such work product is the property of CITY, as detailed in Section 14 (Ownership of Materials).
19.3. In event of suspension or termination, CONSULTANT will be paid for the Services rendered and work products delivered to CITY in accordance with the Scope of Services up to the effective date in the notice of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s S ervices Docusign Envelope ID: BBC25709-97CE-4187-BE64-728034F13F13 Item 8
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provided in material conformity with this Agreement as such determination is made by the City Manager acting in the reasonable exercise of his/her discretion . The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25, 27, 28, 29 and 30.
19.4. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made in accordance with Section 17 (Waivers).
SECTION 20. NOTICES.
All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows:
To CITY: Office of the City Clerk
City of Palo Alto
Post Office Box 10250
Palo Alto, CA 94303
With a copy to the Purchasing Manager
To CONSULTANT: Attention of the P roject Manager at the address of CONSULTANT recited on the first page of this Agreement.
CONSULTANT shall provide written notice to CITY of any change of address.
SECTION 21. CONFLICT OF INTEREST.
21.1. In executing this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subcontractors or other persons or parties having such an interest.
CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Al to Municipal Code and the Government Code of the State of California, as amended from time to time . CONSULTANT agrees to notify CITY if any conflict arises.
21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by the Regulations of the Fair Political Practices Commission, CONSULTANT will file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time.
SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.
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from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section
2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment.
22.2. CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor or subcontractor, are required to be accessible to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a manner that complies with the ADA and any other applicable federal, state and local disability rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate against persons with disabilities in the provision of services, benefits or activities provided under this Agreement.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with t he CITY’s Environmentally Preferred Purchasing policies which are available at CITY ’s Purchasing Department , hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include, first, minimizing and reducing waste; second, reusing waste ; and, third, recycling or composting waste. In particular, C ONSULTANT shall comply with the following Zero Waste requirements:
(a) All printed materials provided by CONSULTANT to C ITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwi se approved by CITY ’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable-based inks. (b) Goods purchased by C ONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT , at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed.
SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE .
CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) h ours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in Docusign Envelope ID: BBC25709-97CE-4187-BE64-728034F13F13 Item 8
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accordance with Palo Alto Municipal Code Section 4.62.060.
SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code , as amended from time to time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This S ection shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement.
SECTION 2 6. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS.
26.1. This Project is not subject to prevailing wages and related requirements. CONSULTANT is not required to pay prevailing wages and meet related requirements under the California Labor Code and California Code of Regulations in the performance and implementation of the Project if the contract:
(1) is not a public works contract;
(2) is for a public works construction project of $25,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or (3) is for a public works alteration, demolition, repair, or maintenance project of $15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j).
SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS” . For purposes of this Section 27, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. ( Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code Section 9204, for Public Works Projects , certain claims procedures shall apply, as set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”.
This Project is not a 9204 Public Works Project.
SECTION 28. CONFIDENTIAL INFORMATION.
28.1. In the performance of this Agreement, CONSULTANT may have access to CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of its obligations to CITY under this Agreement and for no other purpose.
CONSULTANT will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information.
Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to its employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform CONSULTANT’s obligations to CITY under this Agreeme nt and for no other purpose, provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement.
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limitation “Personal Information” about a California resident as defined in Civil Code S ection 1798 et seq., as amended from time to time) and materials, in any form or media, tangible or intangible, provided or otherwise made available to CONSULTANT by CITY, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a breach of this Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of CONSULTANT without any use of or access to the Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an authorized representative of CITY.
28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that CONSULTANT will notify CITY in writing of such order immediately upon receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing so), to give CITY an opportunity to oppose or otherwise respond to such order.
28.4. CONSULTANT will notify City promptly upon learning of any breach in the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or control, and if such Confidential Information consists of Personal Information, CONSULTANT will provide information to CITY sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time.
28.5. Prior to or upon termination or expiration of this Agreement, CONSULTANT will honor any request from the CITY to return or securely destroy all copies of Confidential Information. All Confidential Information is and will remain the property of the CITY and nothing contained in this Agreement grants or confers any rights to such Confidential Information on CONSULTANT.
28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions.
SECTION 29. MISCELLANEOUS PROVISIONS.
29.1. This Agreement will be governed by California law, without regard to its conflict of law provisions.
29.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California.
29.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties.
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29.4. This Agreement, including all exhibits, constitutes the entire and integrated agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations, statements and undertakings, either oral or written. This Agreement may be amended only by a written instrument, which is signed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code, as amended from time to time.
29.5. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in full force and effect.
29.6. In the event of a conflict between the terms of this Agreement and the exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if any), the exhibits shall control.
29.7. The provisions of all checked boxes in this Agreement shall apply to this Agreement; the provisions of any unchecked boxes shall not apply to this Agreement.
29.8. All section headings contained in this Agreement are for convenience and reference only and are not intended to define or limit the scope of any provision of this Agreement.
29.9. This Agreement may be signed in multiple counterparts, which, when executed by the authorized representatives of the parties, shall together constitute a single binding agreement.
SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is selected below, is hereby attached and incorporated into this Agreement by reference as though fully set forth herein:
EXHIBIT A: SCOPE OF SERVICES
EXHIBIT A-1 PROFESSIONAL SERVICES TASK ORDER
EXHIBIT B: SCHEDULE OF PERFORMANCE
EXHIBIT C: COMPENSATION
EXHIBIT C-1: SCHEDULE OF RATES
EXHIBIT D: INSURANCE REQUIREMENTS
THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED.
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CONTRACT NO. C26194180D
SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement as of the date first above written.
CITY OF PALO ALTO
____________________________
City Manager
APPROVED AS TO FORM:
__________________________
City Attorney or designee
WEST COAST CODE CONSULTANTS,
INC.
By: ________________________________
Name: ______________________________
Title: _______________________________
By: ________________________________
Name: ______________________________
Title: _______________________________
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Vice President
GIYAN SENARATNE
CEO / Owner
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EXHIBIT A
SCOPE OF SERVICES
CONSULTANT shall provide the Services detailed in this Exhibit A , entitled “ SCOPE OF SERVICES”. Notwithstanding any provision herein to the contrary, CONSULTANT’s duties and services described in this Scope of Services shall not include preparing or assisting CITY with any portion of CITY’s preparation of a request for proposals, request for qualific ations, or any other solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project.
CONSULTANT’s participation in 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 will provide on-call services for fire permit processing, fire inspection, fire plan check, hazmat permit processing, and hazmat plan check.
Fire Permit Processing Services
1. CONSULTANT employees engaging directly with project applicants must complete a Form 700, Statement of Economic Interests, in alignment with the City of Palo Alto’s Conflict of Interest Code and the California Political Reform Act. The form is available at http://www.fppc.ca.gov/Form700.html.
2. CONSULTANT will be responsible for providing all equipment and training necessary to perform the work, unless otherwise directed by the City.
3. CONSULTANT shall ensure, at their sole expense, that consultant employees maintain certifications required to perform the services requested by the CITY.
4. CONSULTANT must maintain training and certifications as required by State regulations and consistent with CITY requirements.
5. CONSULTANT is responsible for providing IT security, ethics, and harassment training to assigned employees that complies with the CITY’s standards.
6. CONSULTANT will not charge the City for training, time in training, or any expenses related to training.
Fire/HazMat Plan Review Services
1. CONSULTANT will be responsible for providing fire/hazmat permit -technician, or administrative services as requested by the City on an as-needed basis.
2. CONSULTANT staff will possess the knowledge, skills, and abilities to perform any combination of the following functions summarized below.
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3. CONSULTANT will be available to meet with the applicant during business hours when requested.
4. CONSULTANT will conduct fire/hazmat plan reviews of project plans and other related documents submitted in conjunction with applications for fire and life safety and hazardous materials components.
5. CONSULTANT will perform reviews of revisions to plans that have previously been approved for permit issuance.
6. CONSULTANT will provide Fire Marshal or designee with periodic reports on the fire/hazmat plan review status for all assigned projects.
7. CONSULTANT will commit to providing temporary onsite plan reviewers if necessary.
8. CONSULTANT will commit to providing the required technical training to assigned staff as necessary to complete the assignment effectively and correctly.
9. CONSULTANT will enter permit and related data into Accela permit tracking system.
10. CONSULTANT will accept permits and related applications, and accurately assess and collect fees, screen plans and application materials for completeness and for conformance with City ordinances, standards, checklists, policies, and guidelines.
11. CONSULTANT will review plan review response letter(s) and resubmittal package to ensure completion prior to routing to hazmat/plan reviewers.
12. CONSULTANT will review application materials for compliance with conditions of approval.
13. CONSULTANT will approve and issue minor permits.
14. CONSULTANT will build and maintain positive working relationships with co- workers, City staff and the public using principles of good customer service.
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EXHIBIT A-1
PROFESSIONAL SERVICES TASK ORDER
CONSULTANT shall perform the Services detailed below in accordance with all the terms and conditions of the Agreement referenced in Item 1A below. All exhibits referenced in Item 8 are incorporated into this Task Order by this reference. CONSULTANT shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below.
CONTRACT NO.
OR PURCHASE ORDER REQUISITION NO. (AS APPLICABLE)
1A. MASTER AGREEMENT NO. (MAY BE SAME AS CONTRACT / P.O. NO. ABOVE):
1B. TASK ORDER NO.:
2. CONSULTANT NAME:
3. PERIOD OF PERFORMANCE: START: COMPLETION:
4 TOTAL TASK ORDER PRICE: $__________________
BALANCE REMAINING IN MASTER AGREEMENT/CONTRACT $_______________
5. BUDGET CODE_______________
COST CENTER________________
COST ELEMENT______________
WBS/CIP__________
PHASE__________
6. CITY PROJECT MANAGER’S NAME & DEPARTMENT:_____________________________________
7. DESCRIPTION OF SCOPE OF SERVICES (Attachment A)
MUST INCLUDE:
SERVICES AND DELIVERABLES TO BE PROVIDED
SCHEDULE OF PERFORMANCE
MAXIMUM COMPENSATION AMOUNT AND RATE SCHEDULE (as applicable) REIMBURSABLE EXPENSES, if any (with “not to exceed” amount)
8. ATTACHMENTS: A: Task Order Scope of Services B (if any): _____________________________
I hereby authorize the performance of the
work described in this Task Order.
APPROVED:
CITY OF PALO ALTO
BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________
I hereby acknowledge receipt and acceptance of
this Task Order and warrant that I have
authority to sign on behalf of Consultant.
APPROVED:
COMPANY NAME: ______________________
BY:____________________________________
Name __________________________________
Title___________________________________
Date ___________________________________
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EXHIBIT B
SCHEDULE OF PERFORMANCE
CONSULTANT shall perform the Services as directed by the project manager per approved Task order request.
Optional Schedule of Performance Provision for On-Call or Additional Services Agreements. (This provision only applies if checked and only applies to on- call agreements per Section 1 or agreements with Additional Services per Section 4.)
The schedule of performance shall be as provided in the approved Task Order, as detailed in Section 1 (Scope of Services) in the case of on-call Services, or as detailed in Section 4 in the case of Additional Services, provided in all cases that the schedule of performance shall fall within the term as provided in Section 2 (Term) of this Agreement.
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EXHIBIT C
COMPENSATION
CITY agrees to compensate CONSULTANT for the S ervices performed in accordance with the terms and conditions of this Agreement, including Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4 of the Agreement), based on the hourly rate schedule attached as Exhibit C-1.
The compensation to be paid to CONSULTANT under this Agreement for all S ervices, any specified reimbursable expenses, and Additional Services (if any, per Section 4), shall not exceed the amount(s) stated in Section 4 of this Agreement . CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4) , within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY.
REIMBURSABLE EXPENSES
CONSULTANT’S ordinary business expenses , such as administrative, overhead, administrative support time /overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in-house printing, insurance and other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder.
Reimbursable expenses, if any are specified as reimburs able 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.
A. Travel outside the San Francisco Bay A rea, including transportation and meals , if specified as reimbursable, will be reimbursed at actual cost subject to the City of Palo Alto’s policy for reimbursement of travel and meal expenses.
B. Long distance telephone service charges, cellular phone service charges, facsimile transmission and postage charges, if specified as reimbursable, will be reimbursed at actual cost.
All requests for reimbursement of expenses, if any are specified as reimbursable under this section, shall be accompanied by appropriate backup documentation and information.
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EXHIBIT C-1
SCHEDULE OF RATES
CONSULTANT’s schedule of rates is as follows:
Prime
Positions Hourly Rate
Assistant Building Official (Environmental
Consultant)
$ 176.00 / Hr*
Engineering Technician $ N/A
Plans Examiner $ 145.00 / Hr*
Permit Technician $ 95.00 / Hr*
Senior Fire Plans Examiner $ 150.00 / Hr*
Fire/HazMat Plans Examiner $ 155.00 / Hr*
Sub-Consultant
Environmental Consultant only
Senior Hazardous Materials Plan Reviewer $ 195.00 / Hr** Senior Environmental Consultant $ 195.00 / Hr**
Hazardous Materials Plan Reviewer $ 155.00 / Hr**
Environmental Consultant $ 155.00 / Hr**
Senior Administrative Assistant $ N/A
Permit Intake Technician $ N/A
Prime
Positions (Overtime Rates) Hourly Rate
Assistant Building Official (Environmental
Consultant)
$ 264.00 / Hr*
Engineering Technician $ N/A
Plans Examiner $ 217.50 / Hr*
Permit Technician $ 142.50 / Hr*
Senior Fire Plans Examiner $ 225.00 / Hr*
Fire/HazMat Plans Examiner $ 232.50 / Hr*
Sub-Consultant
Environmental Consultant only
(Overtime Rates) Hourly Rate
Senior Hazardous Materials Plan Reviewer $ N/A
Senior Environmental Consultant $ N/A
Hazardous Materials Plan Reviewer $ $232.50**
Environmental Consultant $ $232.50**
Senior Administrative Assistant $ N/A
Permit Intake Technician $ N/A
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EXHIBIT D
INSURANCE REQUIREMENTS
CONSULTANTS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE
CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS AS SPECIFIED HEREIN.
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY STATUTORY STATUTORY
YES
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL
LIABILITY
BODILY INJURY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY
DAMAGE COMBINED.
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
AUTOMOBILE LIABILITY,
INCLUDING ALL OWNED, HIRED,
NON-OWNED
BODILY INJURY
- EACH PERSON
- EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
DAMAGE, COMBINED
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES
PROFESSIONAL LIABILITY,
INCLUDING, ERRORS AND
OMISSIONS, MALPRACTICE (WHEN
APPLICABLE), AND NEGLIGENT
PERFORMANCE
ALL DAMAGES $1,000,000
YES
THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONSULTANT, AT ITS SOLE COST
AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM
OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONSULTANT AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONSULTANT’S AGREEMENT TO INDEMNIFY CITY.
II. THE CONSULTANT MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING EMAIL: [email protected]
III. ENDORSEMENT PROVISIONS WITH RESPECT TO THE INSURANCE AFFORDED TO ADDITIONAL INSUREDS:
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED,
INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR
CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
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B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER
THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE
INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE
INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON
OTHER THAN THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE CONSULTANT SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
EVIDENCE OF INSURANCE AND OTHER RELATED NOTICES ARE REQUIRED TO BE FILED WITH THE CITY OF PALO ALTO SENT TO THE FOLLOWING EMAIL:
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City Council
Staff Report
From: City Manager
Report Type: ACTION ITEMS
Lead Department: Human Resources
Meeting Date: February 9, 2026
Report #:2601-5789
TITLE
Approve a resolution for an exception to the CalPERS 180-day waiting period to appoint retired annuitant Aaron Miller; CEQA Status - Not a Project
RECOMMENDATION
Staff recommends that the City Council adopt a resolution, pursuant to Government Code sections 7522.56 and 21224, approving an exception to the 180-day waiting period, set forth by the California Public Employee Retirement System (CalPERS), to allow the appointment of retired annuitant Aaron Miller to a temporary, part-time assignment to perform special-project work of limited duration at the Regional Water Quality Control Plant, following completion of the required 60-day bona fide separation from service.
BACKGROUND
The Regional Water Quality Control Plant (RWQCP) is undergoing a significant and complex rebuild to modernize aging infrastructure (six major projects active) and ensure continued regulatory compliance and service reliability. Aaron Miller, former Assistant Plant Manager with 34 years of experience, overseeing the Maintenance Department, retired on December 31, 2025. Mr. Miller possesses unique, long-tenured knowledge of the plant’s underground piping systems, mechanical infrastructure, and long-term maintenance strategies. His historical knowledge is critical during this temporary transitional period.
CalPERS generally requires a 180-day waiting period post-retirement before a retiree may return to work as a retired annuitant. Exceptions may be made if the governing body adopts a resolution to waive the waiting period for separation and reviews the employment agreement.
The waiver allows an employer to hire a retired annuitant to perform work of limited duration.
ANALYSIS
The RWQCP rebuild is a complex, multi-year modernization effort that involves multiple concurrent projects and ongoing interfaces between new construction and legacy systems. Mr.
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Miller’s retirement has created a gap in specialized expertise that is needed to maintain continuity and reduce operational and compliance risk during this critical phase of the work.
The City is requesting approval of an exception to the 180-day waiting period pursuant to Government Code sections 7522.56 and 21224 to allow Mr. Miller to perform defined, limited- duration Extra Help.
Rehiring Mr. Miller as a retired annuitant during this limited duration will provide the City with immediate access to his specialized expertise and support continuity in the integration of capital projects with existing infrastructure. His work will focus on defined project-based activities tied to commissioning, turnover knowledge transfer, and operational readiness, including:
•Support capital project integration and operational reliability where new systems interface with legacy infrastructure.
•Enhance regulatory readiness through operational readiness reviews at key milestones.
Readiness reviews will be completed prior to substantial completion and at turnover milestones to support operational continuity and risk mitigation •Accelerate onboarding and strengthening staff capacity through structured training and knowledge transfer.
•Improve the transition of capital projects from construction to operations by supporting commissioning close-out activities, such as completion of Operation and Maintenance manuals, as-built documentation, spare parts verification, CMMS data loading, and asset hierarchy development.
The Public Employees’ Pension Reform Act of 2013 (PEPRA) and the CalPERS Public Employees’ Retirement Law govern post-retirement employment for CalPERS retirees. Under Government Code sections 7522.56 and 21224, a retiree may only be employed in a designated Extra Help position to perform work of limited duration, such as eliminating a backlog, completing special projects, or addressing temporary workload demands that exceed the capacity of regular staff.
This appointment is not intended to fill a vacant ongoing position, but to perform defined, project-based work.
Mr. Miller’s employment as a retired annuitant will comply with all CalPERS Extra Help requirements, including:
•Limited duration and project-based scope;
•Designation in a retired-annuitant Extra Help position; •No retirement incentives or additional benefits, severance, or prearranged employment agreement;
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•Adherence to the 960-hour annual limit and appropriate rate of pay.
An anticipated duration is not to exceed two years (subject to earlier completion of project milestones) - reflecting the expected timeline for completion of major RWQCP capital projects and the associated knowledge-transfer activities.
Given the complexity and regulatory sensitivity of the RWQCP modernization, retaining Mr.
Miller for a defined, limited-duration period provides a strategic, cost-effective, and compliant solution to support project success, strengthen staff capability, and preserve critical institutional knowledge during a pivotal time for the plant.
FISCAL/RESOURCE IMPACT
Expenses associated with the limited term retired annuitant will be funded through vacancy savings in the Wastewater Treatment Fund (Fund 526). Additionally, this assignment will not impact partner agencies, as the cost will be absorbed within existing appropriations that were already included in the approved operating budget.
If the Retired Annuitant assignment extends beyond the anticipated not to exceed two year period or vacancy savings become insufficient, staff will evaluate available funding within the Wastewater Treatment Fund and return to the City Council for any necessary budget amendment or authorization.
STAKEHOLDER ENGAGEMENT
Staff in Human Resources and the Public Works Departments collaborated to ensure compliance with CalPERS post-retirement employment provisions and the Public Employees’ Retirement Law. The employment agreement between Aaron Miller and the City of Palo Alto is attached herein.
ENVIRONMENTAL REVIEW
Council approval of the resolution is exempt from California Environmental Quality Act (CEQA) because it can be seen with certainty that approving the resolution will not result in any environmental impacts.
ATTACHMENTS
Attachment A: Resolution for 180-Day Exception for Aaron Miller Attachment B: Employment Agreement for Aaron Miller
APPROVED BY:
Sandra Blanch, Human Resources Director
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RESOLUTION FOR 180-DAY WAIT PERIOD EXCEPTION
Gov. Code sections 7522.56 & 21224
Resolution Number_________
WHEREAS, in compliance with Government (Gov.) Code section 7522.56 of the Public Employees’ Retirement Law, the City of Palo Alto must provide CalPERS this certification resolution when hiring a retiree before 180 days has passed since their retirement date; and WHEREAS, Aaron Miller (CalPERS ID 2242811828) retired from City of Palo Alto in the position of Assistant Plant Manager Water Quality Control Plant, effective December 31, 2025; and
WHEREAS, Gov. Code section 7522.56 requires that post-retirement employment commence no earlier than 180 days after the retirement date, which is June 29, 2026 without this certification resolution; and
WHEREAS, Gov. Code section 7522.56 provides that this exception to the 180-day wait period shall not apply if the retiree accepts any retirement-related incentive; and WHEREAS, the City Council, the City of Palo Alto and Aaron Miller certify that Aaron Miller has not and will not receive a Golden Handshake or any other retirement-related incentive; and WHEREAS, the City Council hereby appoints Aaron Miller as an extra help retired annuitant to perform the duties of the Assistant Plant Manager Water Quality Control Plant for the City of Palo Alto under Gov. Code section 21224, effective no sooner than March 1, 2026; and WHEREAS, the entire employment agreement, contract or appointment document between Aaron Miller and the City of Palo Alto has been reviewed by this body and is attached herein; and
WHEREAS, no matters, issues, terms or conditions related to this employment and appointment have been or will be placed on a consent calendar; and WHEREAS, the employment shall be limited to 960 hours per fiscal year for all CalPERS employers; and WHEREAS, the compensation paid to retirees cannot be less than the minimum nor exceed the maximum monthly base salary paid to other employees performing comparable duties, divided by 173.333 to equal the hourly rate; and
WHEREAS, the compensation paid to retirees cannot be less than the minimum nor exceed the maximum monthly base salary paid to other employees performing comparable duties, divided by 173.333 to equal the hourly rate; and
WHEREAS, the maximum base salary for this position is $222,372.80 and the hourly equivalent is $106.91, and the minimum base salary for this position is $148,262.40 and the hourly equivalent is $71.28; and
WHEREAS, the hourly rate paid to Aaron Miller will be $106.91; and WHEREAS, Aaron Miller has not and will not receive any other benefit, incentive, compensation in lieu of benefit or other form of compensation in addition to this hourly pay rate; and Item 9
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THEREFORE, BE IT RESOLVED THAT the City Council hereby certifies the nature of the appointment of Aaron Miller as described herein and detailed in the attached employment agreement/contract/appointment document and that this appointment is necessary to fill the critically needed position of Assistant Plant Manager Water Quality Control Plant for the City of Palo Alto by March 2, 2026 because of the critical need to continue to the special project at the Regional Water Quality Control Plant (RWQCP) to modernize aging infrastructure and ensure continued regulatory compliance and service reliability.
INTRODUCED AND PASSED:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
ATTEST:
___________________________ ______________________________ City Clerk Mayor
APPROVED AS TO FORM: APPROVED:
___________________________ ______________________________ City Attorney City Manager
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EMPLOYMENT AGREEMENT
BETWEEN CITY OF PALO ALTO
AND
Aaron Miller
THIS AGREEMENT is between the City of Palo Alto, a municipal corporation and chartered city ("City") and Aaron Miller (“Miller”) . It is effective on the latest date next to the signatures on the last page.
This Agreement is entered into on the basis of the following facts:
A. City, acting by and through its City Council, hereby employs Miller as a Retired Annuitant, subject to the terms and conditions set forth in this Agreement, the Palo Alto Municipal Code and the Charter of the City of Palo Alto (the "Charter").
B. Whereas California Government Code Section 21224 of the Public Employees’ Retirement Law permits the governing body to appoint a CalPERS retiree to a Retired Annuitant position without reinstatement from retirement if such appointment is necessary because the retired person has specialized skills needed in performing work of limited duration.
Notwithstanding any provision of the City of Palo Alto Merit System Rules and Regulations, the Retired Annuitant serves on an at-will basis, with no expectation of continued employment, and with no right to pre-or post- separation due process or appeal.
C. Miller desires to be employed by the City as a Retired Annuitant, subject to the terms and conditions in this Agreement, the Palo Alto Municipal Code, the Charter, the Palo Alto Merit System Rules and Regulations, and all other applicable laws, resolutions, and policies.
D. The City and Miller wish to establish specific terms and conditions relating to compensation and benefits and related matters.
BASED UPON THE FOREGOING, THE CITY AND MILLER AGREE AS FOLLOWS:
1.Employment. The City appoints Miller as a Retired Annuitant for a term not to exceed 24 months to begin on March 2, 2026. Except as otherwise provided therein, Miller’s employment with the City shall be governed by the City Council adopted Compensation Plan for Limited Hourly Employees, as it currently exists and may be changed from time to time.
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2.Duties of the Retired Annuitant. Miller will perform the duties established for the Retired Annuitant by the Palo Alto City Charter, by the Palo Alto Municipal Code, by direction given by the Public Works Director, and as otherwise provided by law, ordinance, or regulation. Miller agrees to comply with all federal, state and local laws, ordinances, rules and regulations applicable to or associated with these duties.
2.1.No Conflict. Miller will not engage in any employment, activity, consulting service, or other enterprise, for compensation or otherwise, which is actually or potentially in conflict with, or which interferes with the performance of their duties. Miller acknowledges that they are subject to the various conflict of interest requirements found in the California Government Code and state and local policies and regulations.
2.2.Permission Required for Outside Activities. Miller will not engage in any employment, activity, consulting service, or other enterprise, for compensation or not, without written permission of the City Council.
3.Salary. While performing the duties of Retired Annuitant, Miller will receive a base salary within the range provided in the City Council-approved Compensation Plan for Limited Hourly Employees, as it currently exists and may be changed from time to time. Miller will receive an hourly base rate of one hundred six dollars and ninety-one cents ($106.91) per hour, beginning on March 2, 2026. This amount is subject to authorized or required deductions and withholding, prorated, and paid on the City's regular paydays. Miller is a non-exempt employee under applicable wage and hour law.
4.Benefits and Allowances. Pursuant to Gov Code California Government Code Section 21224, Miller shall not receive any benefit, incentive, compensation in lieu of benefits, or other form of compensation in addition to the hourly pay rate.
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5.Duration of Employment. Miller understands and agrees that they have no constitutionally protected property or other interest in their employment as a Retired Annuitant.
Miller waives any and all rights, if any, under the Merit System Rules and Regulations, including without limitation, the right to pre-or post-disciplinary due process. Miller understands and agrees that they work at the will and pleasure of the City and that they may be terminated or asked to resign at any time, with or without cause. Miller may terminate this agreement (terminating all employment) upon 30 days’ written notice.
6. Miscellaneous.
6.1.Notices. Notices given under this Agreement shall be in writing and shall be either: a) served personally; or b) sent by facsimile (provided a hard copy is mailed within one (1) business day); or c) delivered by first-class United States mail, certified, with postage prepaid and a return receipt requested; or d) sent by Federal Express, or some equivalent private mail delivery service. Notices shall be deemed received at the earlier of actual receipt or three (3) days following deposit in the United States mail, postage prepaid. Notices shall be directed to the addresses shown below, provided that a party may change such party's address for notice by giving written notice to the other party in accordance with this subsection.
CITY: Attn: Human Resources
250 Hamilton Avenue, Palo Alto CA 94301
Phone (650) 329-2376
Miller, Aaron
250 Hamilton Avenue, Palo Alto CA 94301
Phone (650) 329-2470
6.2.Entire Agreement/ Amendment. This Agreement constitutes the entire understanding and agreement between the parties as to those matters contained in it, and supersedes any and all prior or contemporaneous agreements, representations and understandings of the parties. This Agreement may be amended at any time by mutual agreement of the parties, but any such amendment must be in writing, dated, and signed by the parties and attached hereto.
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6.3.Applicable Law and Venue. This Agreement shall be interpreted according to the laws of the State of California. Venue of any action regarding this Agreement shall be in the proper court in Santa Clara County.
6.4.Severability. In the event any portion of this Agreement is declared void, such portion shall be severed from this Agreement, and the remaining provisions shall remain in effect, unless the result of such severance would be to substantially alter this Agreement or the obligations of the parties, in which case this Agreement shall be immediately terminated.
6.5.Waiver. Any failure of a party to insist upon strict compliance with any term, undertaking, or condition of this Agreement shall not be deemed to be a waiver of such term, undertaking, or condition. To be effective, a waiver must be in writing, signed and dated by the parties.
6.6.Representation by Counsel. Miller and the City acknowledge that they each did, or had the opportunity to, consult with legal counsel of their respective choices with respect to the matters that are the subject of this Agreement prior to executing it.
6.7.Section Headings. The headings on each of the sections and subsections of this Agreement are for the convenience of the parties only and do not limit or expand the contents of any such section or subsection.
Miller, Aaron City of Palo Alto
Approved as to Form:
City Attorney’s Office
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City Council
Staff Report
From: City Manager
Report Type: ACTION ITEMS
Lead Department: Fire
Meeting Date: February 9, 2026
Report #:2512-5671
TITLE
PUBLIC HEARING: Objections to Weed Abatement at Affected Properties and Approval of Affected Property List for Commencing Weed Abatement in 2026; CEQA Status - exempt
RECOMMENDATION
Staff recommends that Council:
a. Adopt a determination that weed abatement activities in 2026, as described in Resolution 10268 (Attachment A) adopted by Council on December 8, 2025, are exempt under Class 8 (CEQA Guidelines section 15308);
b. Hold a Public Hearing to hear and consider any objections to the proposed destruction and removal of weeds in 2026 at the properties listed in Attachment B; and
c. Approve the final list of affected properties for weed abatement in 2026 (Attachment B) following the public hearing, and direct weed abatement activities to commence at those properties in accordance with Resolution 10268.
EXECUTIVE SUMMARY
The City of Palo Alto contracts with the Santa Clara County Department of Agriculture and Environmental Management to remove and destroy weeds, as defined in Palo Alto Municipal Code Chapter 8.08. This hearing allows all property owners affected and listed on the County’s 2026 Weed Abatement Program Commencement Report (Attachment B) to be heard and have their objections and comments considered by the Council before the Council finalizes the list of properties ordered to abate weed nuisances in the City in 2026, under Resolution 10268. Staff is aware and supports a request by Stanford University to remove properties pertaining to this entity from the attached list.
An overview of the program and annual calendar for the steps involving City Council action is provided in Attachment C.
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BACKGROUND
The Council adopted Resolution 10268 on December 8, 2025, which declared weeds to be a nuisance and ordered the abatement of that nuisance as called for in Palo Alto Municipal Code Chapter 8.08 (Attachment A). Resolution 10268 provided for a public hearing date of February 9, 2026, and required notice to interested property owners and the public.
ANALYSIS
The Santa Clara County Department of Agriculture and Resource Management maintains the contract to abate weeds within the City of Palo Alto. Following City Council’s December 8, 2025 adoption of Resolution 10268 declaring weeds to be a nuisance and ordering abatement thereof in 2026, the Department of Agriculture and Resource Management took steps to notify each affected property owner by mail of the proposed weed abatement action on their respective properties, and posted, on the public notice bulletin board, a list of the properties affected. The Department of Agriculture and Resource Management has furnished copies of the property listing to the City Clerk and the City Fire Marshal. The City Clerk also posted and published notice of the hearing as required.
At this public hearing, property owners may appear and object to the proposed weed destruction or removal. After the hearing and consideration of any objections, the Council may sustain or overrule any or all objections. The Council may remove properties from the weed abatement commencement report if objections are sustained. After finalizing the affected property list at the public hearing (Attachment B), the County will be asked to perform the abatement work to destroy and remove any weeds that are not removed by the property owner by April 30, 2026.
Stanford Real Estate currently has five parcels (APNs) on the published weed abatement list and is requesting removal from the list. Stanford cites its ongoing vegetation maintenance and compliance plan and was advised that removal requests must be made at the public hearing.
Fire Department staff supports removing four of the five parcels, those that passed the County inspection last year, based on demonstrated compliance and an updated maintenance schedule aligned with the Santa Clara County inspection cycle. This support does not exempt Stanford from future inspections or enforcement.
FISCAL/RESOURCE IMPACT
All charges for the weed abatement services are included as a special assessment on bills for property taxes levied against the respective lots and parcels of land, which are considered liens on these properties.
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STAKEHOLDER ENGAGEMENT
The Council adopted Resolution 10268 on December 8, 2025, declaring weeds to be a nuisance and ordering the abatement of that nuisance as called in Palo Alto Municipal Code Chapter 8.08.
The Commencement Report was posted publicly in Palo Alto on January 15, 2026.
The notices for the City Council’s February 9, 2026, public hearing ran in the newspaper on January 30, 2026, and February 6, 2026, and the Santa Clara County Agriculture and Resource Management weed abatement program mailed out notice of the public hearing to all addresses on the commencement list on January 14, 2026.
ENVIRONMENTAL REVIEW
Santa Clara County has determined the Weed Abatement Program be Categorically Exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA guidelines Section 15308 (Class 8: Actions by Regulatory Agencies for Protection of the Environment).
ATTACHMENTS
Attachment A: Resolution 10268
Attachment B: 2026 Palo Alto weed Abatement Program Commencement Report Attachment C: Weed Abatement Timeline and Summary
APPROVED BY:
Stephen Lindsey, Fire Chief
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027111725 1
ResolutionNo. 10268
Resolutionof Intention of the Councilof the Cityof PaloAlto DeclaringWeedsto be a NuisanceandSettingFebruary9, 2026for a PublicHearingfor Objectionsto ProposedWeedAbatement
RECI TA LS
A. Weeds, asdefinedin Section8.08.010(b) of the PaloAlto MunicipalCode, are anticipatedto developduringcalendaryear2026uponstreets, alleys, sidewalks, and parcelsof privatepropertywithin the Cityof PaloAlto sufficientto constitutea public nuisanceasa fire menacewhendry or areotherwisecombustible, or otherwiseto constitutea menaceto the publichealthasnoxiousor dangerous.
NOW, THEREFORE, the Councilof the Cityof PaloAlto doesRESOLVEasfollows:
SECTION1. Weeds, asdefinedin Section8.08.010(b) of the PaloAlto MunicipalCode, whichareanticipatedto developduringcalendaryear2026uponstreets, alleys, sidewalks, and parcelsof privatepropertywithin the Cityof PaloAlto, areherebyfoundanddeterminedto constitutea publicnuisance. Suchnuisanceisanticipatedto existuponsomeof the streets, alleys, sidewalks, andparcelsof privatepropertywithin the City, whichareshown, described, anddelineatedon the severalmapsof the propertiesin saidCitywhicharerecordedin the Officeof the CountyRecorderof the Countyof SantaClara, referencein eachinstancefor the descriptionof anyparticularstreet, alley, or parcelof privatepropertybeingherebymadeto the severalmapsaforesaid, and, in the eventof there beingseveralsubdivisionmapson which the samelots areshown, referenceisherebymadeto the latestsubdivisionmap.
SECTION2. THEREFORE, ITISORDEREDthat the saidpublicnuisancebe abatedin the mannerprovidedby Chapter8.08of the PaloAlto MunicipalCode:
i. ITISFURTHERORDEREDthat a publichearingshallbe heldon the 9th dayof February2026, at the hour of 5:30pm, or assoonthereafterasthe matter maybe heard, at the CouncilChambersof the CivicCenterof saidCity, at whichthe Council shallhearobjectionsto the proposedweedabatementof suchweedsandgiveany objectionsdueconsideration;
ii. ITISFURTHERORDEREDthat the FireChiefof the Cityof PaloAltoisdirectedto give noticeof the publichearingin the time, mannerandform providedin Chapter8.08 of the PaloAlto MunicipalCode.
SECTION3. Unlessthe nuisanceisabatedwithout delayby the destructionandremoval of suchweeds, the work of abatingsuchnuisancewill bedoneby the Countyof SantaClara Departmentof AgricultureandResourceManagementOfficeon behalfof the Cityof PaloAlto, Docusign Envelope ID: ADA6A976- A979- 45F5- 8E2B- 7B9602B47107 Item 10
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andthe expensesthereof assesseduponthe lotsandlandsfrom which, and/or in the front and rear of which, suchweedsshallhavebeendestroyedandremoved.
SECTION4. TheCityCouncilof PaloAlto adoptsthe determinationof SantaClara County, asthe leadagency, that the WeedAbatementProgramiscategoricallyexemptfrom the provisionsof the CaliforniaEnvironmentalQualityAct (“CEQA”) pursuantto CEQA Guidelinessection15308.
INTRODUCEDANDPASSED: DECEMBER8, 2025
AYES: BURT, LAUING, LU, LYTHCOTT-HAIMS, RECKDAHL, STONE, VEENKER NOES:
ABSENT:
ABSTENTIONS:
ATTEST:
CityClerk Mayor
APPROVEDASTOFORM: APPROVED:
AssistantCityAttorney CityManager
FireChief
Directorof AdministrativeServices
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Certificate Of Completion
Envelope Id: ADA6A976- A979- 45F5- 8E2B- 7B9602B47107 Status: Completed Subject: RESO 10268 - Declaring Weeds a Public Nuisance, Setting 2/ 9/ 26 for a Public Hearing Source Envelope:
Document Pages: 2 Signatures: 6 Envelope Originator:
Certificate Pages: 2 Initials: 0 Christine Prior
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: ( UTC- 08: 00) Pacific Time ( US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
Christine. Prior@PaloAlto. gov
IP Address: 165. 225. 242. 120
Record Tracking
Status: Original
12/ 11/ 2025 10: 39: 32 AM
Holder: Christine Prior
Christine. Prior@PaloAlto. gov
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: City of Palo Alto Location: Docusign Signer Events Signature Timestamp
Aylin Bilir
Aylin. Bilir@paloalto. gov
Security Level: Email, Account Authentication
None)
Signature Adoption: Pre- selected Style
Using IP Address: 165. 225. 242. 115
Sent: 12/ 11/ 2025 10: 42: 23 AM
Viewed: 12/ 11/ 2025 10: 57: 28 AM
Signed: 12/ 11/ 2025 10: 58: 41 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Lauren Lai
Lauren. Lai@paloalto. gov
Director Administrative Services/ CFO
COPA
Security Level: Email, Account Authentication
None)
Signature Adoption: Drawn on Device
Using IP Address: 73. 70. 198. 11
Sent: 12/ 11/ 2025 10: 58: 42 AM
Viewed: 12/ 15/ 2025 6: 48: 21 PM
Signed: 12/ 15/ 2025 6: 48: 59 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Stephen Lindsey
Stephen. Lindsey@paloalto. gov
Deputy Chief
Security Level: Email, Account Authentication
None) Signature Adoption: Pre- selected Style
Using IP Address: 136. 23. 48. 11
Signed using mobile
Sent: 12/ 15/ 2025 6: 49: 01 PM
Viewed: 12/ 16/ 2025 9: 04: 26 PM
Signed: 12/ 16/ 2025 9: 05: 47 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Ed Shikada
Ed. Shikada@paloalto. gov
City Manager
City of Palo Alto
Security Level: Email, Account Authentication
None)
Signature Adoption: Pre- selected Style
Using IP Address: 99. 72. 153. 215
Signed using mobile
Sent: 12/ 16/ 2025 9: 05: 48 PM
Viewed: 12/ 19/ 2025 9: 21: 53 PM
Signed: 12/ 19/ 2025 9: 21: 58 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
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Signer Events Signature Timestamp
Ed Lauing
Ed. Lauing@paloalto. gov
Mayor
Security Level: Email, Account Authentication
None) Signature Adoption: Pre- selected Style
Using IP Address:
2601: 647: 6880: a6f0: b80e: a805: f7e9: bd57
Sent: 12/ 19/ 2025 9: 21: 59 PM
Viewed: 12/ 20/ 2025 8: 21: 42 AM
Signed: 12/ 20/ 2025 8: 22: 15 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Mahealani Ah Yun
Mahealani. AhYun@paloalto. gov
City Clerk
Security Level: Email, Account Authentication
None) Signature Adoption: Pre- selected Style
Using IP Address: 199. 33. 32. 254
Sent: 12/ 20/ 2025 8: 22: 17 AM
Viewed: 12/ 22/ 2025 10: 56: 22 AM
Signed: 12/ 22/ 2025 10: 56: 34 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/ Encrypted 12/ 11/ 2025 10: 42: 23 AM Certified Delivered Security Checked 12/ 22/ 2025 10: 56: 22 AM Signing Complete Security Checked 12/ 22/ 2025 10: 56: 34 AM Completed Security Checked 12/ 22/ 2025 10: 56: 34 AM
Payment Events Status Timestamps
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Situs APN CITY/STATE
2026 WEED ABATEMENT PROGRAM
CITY OF PALO ALTO
COMMENCEMENT REPORT Exhibit A
MIAO, NINA YANTI 931 CLARA DR PALO ALTO CA 94303-40021605 EDGEWOOD DR 003-12-0021 DENG, JINGJING AND JIANG , LIJUN 20653 CHERYL DR CUPERTINO CA 95014782 GREER RD 003-41-0652 KOTHARY, NISHITA N AND SHAH , 1071 EMBARCADERO RD PALO ALTO CA 94303-31491071 EMBARCADER RD 003-42-0553 ZADIK, YAIR AND LINDA 2385 ST FRANCIS DR PALO ALTO CA 94303-31362385 ST FRANCIS DR 003-48-0214 KELLER, JEFFREY R 2075 LOUIS RD PALO ALTO CA 94303-34522075 LOUIS RD 003-50-0215 AGRAWAL, PARAG AND AGARWALA 1725 NEWELL RD PALO ALTO CA 94303-2951742 SOUTHAMPTO DR 003-59-0416 LIVERIGHT, MICHAEL 260 BYRON ST PALO ALTO CA 94301-1307260 BYRON ST 120-02-0307 L S & CO PARTNERSHIP 555 BYRON ST UNIT 105 PALO ALTO CA 94301-1303655 EMBARCADER RD 120-08-0238 L S & CO. 555 BYRON ST UNIT 105 PALO ALTO CA 943012220 BRYANT ST 124-14-0249 TSUNODA ROLAND T 1001 COLORADO AVE PALO ALTO CA 94303-38061001 COLORADO AV 127-04-09110 1020-MODERNVILLA LLC 908 INDUSTRIAL AVE PALO ALTO CA 94303-49111020 COLORADO AVE 127-07-04011 YURCHENCO, JAMES R 4102 SUTHER LAND DR PALO ALTO CA 94303-47304102 SUTHERLAND DR 127-16-00512 KATO, TAKASHI AND AYANO 3189 LOUIS RD PALO ALTO CA 94303-39553189 LOUIS RD 127-24-03113 E & R INV PROPERTIES LLC ET AL PO BOX 500 BURLINGAME CA 94011MIDDLEFIELD RD 127-33-06414 LIN STANLEY B AND JEAN LAI 1037 HIGH ST PALO ALTO CA 94301-2425924 COLORADO AV 127-40-00615 CHRISTENSON KAREN I ET AL 2629 COWPER STREET PALO ALTO CA 94306-24462629 COWPER ST 132-02-07816 RAMCHANDRAN, ASISH AND 2657 KIPLING ST PALO ALTO CA 94306454 COLORADO AVE 132-08-11817 CHOU, LYNN H L PO BOX 60416 PALO ALTO CA 943062689 BRYANT ST 132-13-05518 CHUNG TIEN-WEN 2858 WAVERLEY ST PALO ALTO CA 94306-24422858 WAVERLEY St 132-14-00519 PAO, JOY J AND KE , SHIAN-REN 67 ORCHARD HILLS ST ATHERTON CA 940273166 KIPLING ST 132-15-00220 ZHOU, ZHENG TRUSTEE 354 EL VERANO AVE PALO ALTO CA 94306-2952354 EL VERANO AV 132-16-08821 VALENTINE, MARY E 3120 COWP ER ST PALO ALTO CA 94306-30013120 COWPER ST 132-20-15522 MIZOTE, HARUMI TRUSTEE 339 EL VERANO AVE PALO ALTO CA 94306-2940339 EL VERANO AV 132-21-02223 ZHANG, QIANLI AND QIU , YUNFENG 309 EL VERANO AVE PALO ALTO CA 94306-2940309 EL VERANO AV 132-21-02324
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2026 WEED ABATEMENT PROGRAM
CITY OF PALO ALTO
COMMENCEMENT REPORT Exhibit A
CONLIN, CHARLENE M TRUSTEE 25210 JAKE ST VENETA OR 974873271 BRYANT ST 132-21-02725 DARDEN, RUTHIE L TRUSTEE 3535 BRYANT ST PALO ALTO CA 94306-42633535 BRYANT ST 132-22-03426 BEESON, DONALD H TRUSTEE PO BOX 60458 PALO ALTO CA 943063358 BRYANT ST 132-22-07027 KAPOSHILIN, NICHOLAS TRUSTEE 936 N CALIFORNIA AVE PA LO ALTO CA 94303-34053541 BRYANT ST 132-23-03328 LEUNG, JOHN KA YU AND JOANNA PO BOX 5358 SAN MATEO CA 94402-035884 ROOSEVELT CIR 132-23-05529 LYONS, CHARLES P TRUSTEE & ET AL34 ROOSEVELT CIR PALO ALTO CA 94306-421634 ROOSEVELT CIR 132-29-06130 BERNSTEIN, AMIR D TRUSTEE 18 ROOSEVELT CIR PALO ALTO CA 9430618 ROOSEVELT CIR 132-29-06931 CHENG, JING 4521 CAMPUS DR UNIT 363 IRVINE CA 926123830 CARLSON CIR 132-30-05832 AT&T COMMS OF CALIF INC 1090 E DUANE AVE SUNNYVALE CA 94085BIRCH ST 132-33-06033 SONG, ZHIQIANG AND CHEN , 451 WILTON AVE PALO ALTO CA 94306-2859451 WILTON AVE 132-35-02534 TONG, PETER AND PAO , CHUNG 18444 FOREST CROSSING CT OLNEY MD 20832365 WILTON AVE 132-35-03335 WILLIGER, EDWARD M P O BOX 20089 STANFORD CA 94309-0089421 FERNANDO AV 132-39-03736 XIE, RONG TRUSTEE 20 BLACK FOX WAY REDWOOD CITY CA 94602474 MATADERO AVE 132-40-01137 2060 BIRCH LLC 42840 CHRISTY ST UNIT 209 FREMONT CA 945383585 EL CAMINO 132-40-05838 SOUTH EAST TRAVEL SERVICE (USA) 3545 EL CAMINO REAL PALO ALTO CA 943063545 EL CAMINO 132-40-06339 RV CONSTRUCTIONS.COM LLC 2791 COWPER ST PALO ALTO CA 94306-24482740 BYRON ST 132-55-02040 BAUMANN, JOHN R TRUSTEE 613 STANFORD AVE PALO ALTO CA 94306-1412613 STANFORD AV 137-01-05941 LIANG, KE 33206 FALCON DR FREMONT CA 945552150 YALE ST 137-01-13442 YU, SHUPING AND DAI , XIAOJIE 2175 OBERLIN ST PALO ALTO CA 94306-13402175 OBERLIN ST 137-03-03643 MENDELOWITZ, LOUIS I 2153 OBERLIN ST PALO ALTO CA 94306-13182153 OBERLIN ST 137-03-03744 MARSHALL RUSSELL TRUSTEE PO BOX 1942 CAMPBELL CA 950082120 COLUMBIA St 137-06-08845 BLOOMQUIST, LYNDA L TRUSTEE 788 LOS ROBLES AV PALO ALTO CA 94306-3159788 LOS ROBLES AV 137-13-11246 XIE XINMIN AND LI XIAOSU 2633 MARTINEZ DRIVE BURLINGAME CA 94010883 ILIMA 137-14-05447 ZHU JAY JIABI TRUSTEE & ET AL 827 RICHARDSON CT PALO ALTO CA 94303-41524025 ORME ST 137-20-04448
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2026 WEED ABATEMENT PROGRAM
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COMMENCEMENT REPORT Exhibit A
JUAN, CHUNG-CHIUNG AND SU 6 ATHERTON OAKS LN ATHERTON CA 940274146 EL CAMINO 137-24-03449 Stanford Real Estate Attn: Mark 415 Broadway, 3
rd
Floor, Redwood City CA 940633460 HILLVIEW RD 142-16-05950 Stanford Real Estate Attn: Mark 415 Broadway, 3
rd
Floor, Redwood City CA 940631072 ARASTRADER RD 142-16-06151 Stanford Real Estate Attn: Mark 415 Broadway, 3
rd
Floor, Redwood City CA 940633495 DEER CREEK RD 142-16-06252 Stanford Real Estate Attn: Mark 415 Broadway, 3
rd
Floor, Redwood City CA 94063DEER CREEK RD 142-16-06453
Stanford Real Estate Attn: Mark 415 Broadway, 3
rd
Floor, Redwood City CA 940633500 DEER CREEK RD 142-16-06654 SHIU, BOON W AND CHOI , KEEHYUN 4208 RUTHELMA AVE PALO ALTO CA 94306-41094208 RUTHELMA AVE 148-02-00255 WANG, YOUXIANG AND LI , ZHENGQI 4236 DARLINGTON CT PALO ALTO CA 94306-41294236 DARLINGTON CT 148-03-04456 BORDIA, ANUPAM AND SURBHI 4201 PARK BLVD PALO ALTO CA 94306-41444201 PARK BLV 148-03-06057 JIANG, WEI AND HAN , QIUXIA 4346 SILVA AVE PALO ALTO CA 94306-44214346 SILVA AVE 148-12-01458 HU, ZHE AND MA , YINGLAN 591 SIERRA AVE MOUNTAIN VIEW CA 94041-21444350 SILVA CT 148-12-01659 BACHRACH, SYLVIA RASHMI 12 STAR WAY MOUNTAIN VIEW CA 940404179 OAK HILL AV 175-01-02560 WEAKLAND, ALAN TRUSTEE & ET AL 515 S FLOWER ST FLOOR 25 LOS ANGELES CA 900714243 MANUELA CT 175-02-05361 YAMARASHI IRUKA LLC 333 W SANTA CLARA ST STE SAN JOSE CA 951134100 OLD ADBOE RD 175-20-07462 SMITHWICK, ALTON D AND URSULA 803 RUSSELL LN MILPITAS CA 950354103 OLD TRACE RD 175-20-07863 WATERS, CHRISTOPHER J TRUSTEE & 609 ARBOLEDA DR LOS ALTOS CA 940244186 OLD ADOBE RD 175-20-09264 PALO ALTO HILLS GOLF AND 3000 ALEXIS DR PALO ALTO CA 94304-13033000 ALEXIS DR 182-35-03565 VON CLEMM, PETER F AND JENNIFER 3130 ALEXIS DR PALO ALTO CA 94304-13053130 ALEXIS DR 182-43-02466 JACOBSEN, RUTH E TRUSTEE 966 LAUR EL GLEN DR PALO ALTO CA 94304-1322966 LAUREL GLEN DR 182-43-03867 BOGERTY, SHARON D 951 LAUREL GLEN DR PALO ALTO CA 94304-1323951 LAUREL GLEN DR 182-49-00468 YEH KNOLL HOLDING INC A ICE HOUSE ST CENTRAL HONG KONG930 LAUREL GLEN DR 182-54-00669 SHETH, BEERUD TRUSTEE & ET AL 931 LAUREL GLEN DR PALO ALTO CA 94304-1323931 LAUREL GLEN DR 182-54-01270 NGAI, KENNETH S TRUSTEE & ET AL 3121 BANDERA DR PALO ALTO CA 94304-1341LAUREL GLEN DR 182-54-01371
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Attachment C
City of Palo Alto Weed Abatement
The City of Palo Alto contracts with the Santa Clara County Department of Agriculture and Environmental Management (SCCDAEM) to remove and destroy weeds in its efforts to mitigate potential fire hazards (as defined in Palo Alto Municipal Code Chapter 8.08). The entire weed abatement program is coordinated by the SCCDAEM. Abatement proceedings must follow a legally established course. This is and annual process with weed abatement occurring in late Spring. City of Palo Alto involvement is limited to the following 3 steps for City Council:
1) (Nov-Dec) City of Palo Alto declares Weeds a Nuisance to allow for County abatement and sets a later date (Jan-Feb) for a public hearing to review the Annual Commencement Report (list of “nuisance” parcels).
2) (Jan-Feb) Public Hearing to review the Annual Commencement Report and approve the County abatement proceedings. At this public hearing, property owners may appear and object to the proposed weed destruction or removal. After the hearing and consideration of any objections, the Council may sustain or overrule any or all objections. Upon adoption of the resolution confirming the weed abatement commencement report and ordering weed nuisances abated, the County will be asked to perform the abatement work to destroy and remove any weeds. 3) (July/August) Public Hearing to approve the invoices for the abatement work performed by the SCCDAEM.
The Santa Clara County Weed Abatement Program
The Santa Clara County Department of Agriculture and Environmental Management and the City of Palo Alto work together to protect our community from fire. The purpose of the Weed Abatement Program is to prevent fire hazards posed by vegetative overgrowth and the accumulation of combustible materials.
Typically, a property is placed on the program list by a County Weed Abatement Inspector who identifies a potential fire hazard on the property. The Palo Alto Fire Department (PAFD) & Code Enforcement also report addresses of concern and forward (verified) complaints from residents to the SCCDAEM.
Residents can report addresses of concern to POAFD, code enforcement, or directly to the County Weed Abatement Program.
Santa Clara County program staff annually inspect “nuisance” parcels at the beginning of the fire season, which is typically on or after April 30th for CPA parcels.
The Weed Abatement program is entirely funded from fees charged to residents. All parcels on the list will be charged a basic inspection fee. If the parcel is not in compliance at the time of inspection, the property owner will be charged an additional failed inspection fee, and they will receive a final courtesy notice as a reminder to abate their weeds within 2 weeks.
If the weeds are not abated by the property owner, the work will be completed by the County contractor. The property owner will pay the contractor’s fees plus a County administrative fee. All fees will be included in their property tax bill.
Properties that meet and maintain the minimum fire safety standards will only be charged for the annual fee. These properties will be removed from the list after three years of compliance.
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Abatement Timeline and
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City Council
Staff Report
Report Type: ACTION ITEMS
Lead Department: Community Services
Meeting Date: February 9, 2026
Report #:2601-5870
TITLE
Cubberley Project: Receive update on Third Round Polling Results, Approve a Letter of Intent with TheatreWorks Silicon Valley, and Direct Staff on Next Steps This will be a late packet report published on February 5, 2026.
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City Council
Staff Report
From: City Manager
Report Type: ACTION ITEMS
Lead Department: City Manager
Meeting Date: February 9, 2026
Report #:2601-5874
TITLE
Review and Approval of Suggested Changes to the City Council Procedures and Protocols Handbook as Recommended by the Policy and Services Committee. CEQA Status – Not a project.
This item was originally agendized as an action item for the January 12, 2026 City Council meeting; however, it was not heard and has been deferred to the February 9, 2026 City Council meeting.
RECOMMENDATION
The Policy and Services Committee recommends that the City Council review and approve suggested changes to the City Council Procedures and Protocols Handbook. The recommended suggestions relate to Brown Act Amendments, Proclamations, Consent Calendar Process, and Mayor/Vice Mayor Compensation. Other suggested changes may also be discussed.
BACKGROUND
The Municipal Code provides that the City Council shall adopt “a handbook of procedural rules governing any aspect of the conduct of meetings and hearings for the Council and its standing committees, including but not limited to agenda requirements, the order of business, rules of order, rules of evidence, closed session procedures and rules for public participation in meetings.” The City Council adopted the first version of the City Council Procedures and Protocols Handbook in the early 2000s and regularly updates the Handbook. The Handbook is available on the City’s website.1
Section 8.1 of the Handbook states the frequency that City Council should review the Handbook.
This year is the first year of returning to a regular review of the Handbook as the City Council chose not to do additional Handbook review in late 2024 given the extensive work done in 2023 and early 2024.
1 https://www.cityofpaloalto.org/files/assets/public/v/6/city-clerk/city-charterprocedures/2024-adopted-council- protocols-and-procedures-manual-10.2024.pdf
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On December 15, 2025, the City Council adopted two changes to the Handbook recommended by the Policy and Services Committee.3 These recommended changes came from the November 19, 2025 Policy and Services Committee 4 discussion of recurring City Council items and were suggestions intended to lighten the load on City Council meeting agendas. Changes went to City Council for approval separate from the regular Handbook review as one of them was a timely item for approval. The two items included reviewing the Handbook in odd years and providing committee chairs the discretion to call January committee meetings if needed.
On December 9, 2025, the Policy and Services Committee, during this year’s regular Handbook review, discussed suggested changes from both staff and members of the City Council. After discussion, the Committee recommended Handbook changes related to some of the suggested items. The Analysis section of this report summarizes the proposed changes. Other suggestions (provided in Attachment B) were not recommended at this time but may be further discussed by the full City Council.
ANALYSIS
The Policy and Services Committee recommends the following revisions to the Handbook:
1. Brown Act Amendments (Procedures Section 2.3): Updates based on SB 707: Further information below (copied from the Policy and Services December 9, 2025 staff report)
2. Proclamations (Procedures Section 3.2): Based on previous City Council direction in 2023, staff updated the guidelines for proclamation issuance based on best practice.
3. Consent Calendar (Procedures Section 3.8): If an item is pulled from Consent, hear it as the first action item for brief discussion (limited to 10 minutes) at that meeting if feasible, and continue it to another meeting if it is not resolved within that timeframe.
4. Mayor and Vice Mayor Additional Compensation (Protocols Section 4.1): Update this language to remove this section from the Handbook given that City Councilmember compensation is already at the highest authorized level according to State law.
The redlined draft Handbook is included in Attachment A with these proposed changes. Of note, in the redlined Handbook, staff also included language adopted on December 16, 2024 5 related to Councilmember expense reimbursement. These changes are shown in redline since they are not currently reflected in the published Handbook.
3 City Council Meeting, December 15, 2025, Item #9. Link:
https://cityofpaloalto.primegov.com/Portal/Meeting?meetingTemplateId=16357 4 Policy and Services Committee Meeting, November 19, 2025, Item #5; Link:
https://cityofpaloalto.primegov.com/Portal/Meeting?meetingTemplateId=16308 5 City Council Meeting, December 16, 2024, Item #26. Link:
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Recommended revision #1 - SB 707 Brown Act Amendments Updates SB 707 extends and revises the alternative teleconferencing provisions of AB 2449, which was also known as “just cause” or “emergency circumstances” teleconferencing. The redlines in the attachment incorporate the following new alternative teleconferencing provisions, effective January 1, 2026:
• Extends expiration date to 2030,
• Removes the procedural differences between attending remotely for “just cause” or for “emergency circumstances,”
• Expands “just cause” to include certain military service obligations, and • Requires meeting minutes to identify specific provision a member relies on to participate remotely.
Other requirements associated with just-cause alternative teleconferencing, such as participating by video, remain in place.
Staff will return to the Committee and the City Council to discuss and seek recommendations on the implementation of other SB 707 provisions. The City Clerk’s Office and City Attorney’s Office are coordinating with several other departments to ensure these changes can be discussed by Councilmembers and implemented before SB 707’s effective dates in January and July of 2026.
Staff anticipates public discussion of these changes at the following meetings:
Quarter 1 Calendar Year 2026 –tentatively February 2026 Policy and Services Committee Policy guidance on public outreach and access, subsidiary bodies’ teleconferencing, and technology disruption policy.
Quarter 2 Calendar Year 2026 –Action Item at City Council Meeting anticipated in spring Adoption of a policy regarding technology disruptions during council meetings and adoption or direction regarding public outreach and access and subsidiary bodies.
Preview new practices regarding virtual public participation and agenda translation, as applicable.
Recommended Revision #2 – Proclamations
Staff provided a recommended revision to reflect current practice with minor clarifications.
Recommended Revision #3 – Handling of pulled Consent Calendar Items Following discussion, the Policy and Services Committee recommended revised wording to facilitate resolution of straightforward issues, while recognizing that some issues may require deferral to future City Council meetings.
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Recommended Revision #4 – Mayor and Vice Mayor Additional Compensation The Policy and Services Committee recommended deleting this unnecessary language in Protocols Section 4.1. The language became obsolete when City Council compensation was increased. On the substance of the issue, the Committee reviewed prior City Council action which sought to establish a committee of Council-appointed designees to review and make recommendations for updated Councilmember compensation. The Councilmember compensation committee was never formed. The Policy and Services Committee discussed the need for an alternative approach for identifying committee members.
FISCAL/RESOURCE IMPACT
No fiscal impact known at this time for the Handbook review.
STAKEHOLDER ENGAGEMENT
Staff solicited suggestions from City Councilmembers with a due date of December 1, 2025.
Those items were included for Committee review at the December 9, 2025 meeting.
ENVIRONMENTAL REVIEW
Council action on this item is not a project as defined by CEQA because revising the Procedures and Protocols Handbook is a continuing administrative or maintenance activity. CEQA Guidelines section 15378(b)(2).
ATTACHMENTS
Attachment A: Council Protocols and Procedures Manual December 2025 Redline Attachment B: Compilation of All Suggested Handbook Ideas, 2025 APPROVED BY:
Ed Shikada, City Manager
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9 If you have any questions about this handbook, please feel free to contact the City Clerk by phone at (650) 329-2571 and e-mail at [email protected] or the City Attorney by phone at (650) 329-2171 and e-mail at [email protected].
CITY COUNCIL
PROCEDURES AND
PROTOCOLS
HANDBOOK
Procedures and Protocols Approved 09/09/2024
(lLast uUpdated January 12, 2026 505/13/2024 and
05/20/2024)
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9 TABLE OF CONTENTS
Introduction........................................................................................................................................3 PART I: CITY COUNCIL PROCEDURES....................................................................................................4 SECTION 1 – CITY COUNCIL ORGANIZATION AND STRUCTURE..............................................................................4
1.1 Annual Organization of City Council .........................................................................................................4
1.2 Council Committees..................................................................................................................................4
1.3 Respect the Work of the Council Committees..........................................................................................7 SECTION 2 - GENERAL PROCEDURES FOR CITY COUNCIL MEETINGS.....................................................................7
2.1 Meeting Schedules, Agendas and Supporting Materials ..........................................................................8
2.2 The Mayor and Vice Mayor Should Work with Staff to Plan the Council Meetings..................................9
2.3 Attendance Procedures ............................................................................................................................9
2.4 Colleagues’ Memos.................................................................................................................................14 SECTION 3 - CITY COUNCIL MEETING ORDER OF THE AGENDA ...........................................................................15
3.1 Call to Order ...........................................................................................................................................15
3.2 Special Orders of the Day .......................................................................................................................16
3.3 Closed Sessions.......................................................................................................................................16
3.4 Agenda Changes, Additions, and Deletions ............................................................................................18
3.5 General Public Comment (see Section 5 on Public Participation for more details about “General Public Comment”) ..................................................................................................................................18
3.6 Councilmember Questions, Comments, and Announcements (including reports on Boards, Commissions, and Committees).............................................................................................................18
3.7 Study Sessions ........................................................................................................................................18
3.8 Consent Agenda......................................................................................................................................19
3.9 City Manager’s Comments......................................................................................................................21
3.10 Action Items............................................................................................................................................21
3.11 Adjournment ..........................................................................................................................................21 SECTION 4 - PROCEDURES AT CITY COUNCIL MEETINGS.....................................................................................22
4.1 Council Motion and Voting Processes throughout the Agenda (exist. Procedures 2.4 U and V) ............22
4.2 Motion Procedures .................................................................................................................................22
4.3 Voting and Debate of Agenda Items .......................................................................................................26
4.4 Quasi-Judicial Matters ............................................................................................................................28 SECTION 5 - HOW THE PUBLIC ENGAGES WITH THE CITY COUNCIL ....................................................................30
5.1 Public Participation During City Council Meetings..................................................................................30 SECTION 6 - CITY COUNCIL QUESTIONS ON AGENDA-RELATED ITEMS ...............................................................33
6.1 Submit Questions on Council Agenda Items Ahead of the Meeting .......................................................33
6.2 City Council emails for Agenda-Related Items Procedure.......................................................................34 SECTION 7 – COUNCIL VALUES AND ANNUAL COUNCIL PRIORITIES ...................................................................34 SECTION 8 - PROCEDURES AND PROTOCOLS REVIEW AND ENFORCEMENT .......................................................36
8.1. Annual Review and Update of the Handbook.........................................................................................36
8.2. Commitment to Follow the Procedures and Protocols Handbook .........................................................36
8.3 Procedures for Enforcement....................................................................................................................36 PART II: CITY COUNCIL PROTOCOLS ...................................................................................................41 SECTION 1 – CITY COUNCIL CONDUCT.................................................................................................................41 Item 12
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9 1.1 Positive Work Place Environment...........................................................................................................41
1.2 Comply with Law ....................................................................................................................................41
1.3 City Council Core Responsibilities (exist. Protocol Sec. 1)......................................................................41
1.4 General Member Conduct ......................................................................................................................42
1.5 Decisions Based on Merit .......................................................................................................................43
1.6 Advocacy 43
1.7 Council Conduct with City Staff...............................................................................................................44
1.8 Use of Staff Time.....................................................................................................................................45 SECTION 2 - CITY COUNCIL CONDUCT WITH PALO ALTO BOARDS AND COMMISSIONS .....................................46
2.1 If Attending a Board or Commission Meeting, Identify Your Comments as Personal Views or Opinions. 46 2.2 Refrain from Lobbying Board and Commission Members.......................................................................46
2.3 Remember that Boards and Commissions are Advisory to the Council as a Whole, not as Individual Councilmembers ....................................................................................................................................46
2.4 Concerns about an Individual Board or Commission Member Should be Pursued with Tact..................46
2.5 Be Respectful of Diverse Opinions ..........................................................................................................47
2.6 Keep Political Support Away from Public Forums ...................................................................................47
2.7 Maintain an Active Liaison Relationship..................................................................................................47
2.8 Role of Council Liaison to Board or Commission.....................................................................................47 SECTION 3 - STAFF CONDUCT WITH CITY COUNCIL .............................................................................................47
3.1 Respond to Council Questions as Fully and as Expeditiously as is Practical............................................47
3.2 Respect the Role of Councilmembers as Policy Makers for the City.......................................................47
3.3 Demonstrate Professionalism and Non-Partisanship in all Interactions with the Community and in Public Meetings......................................................................................................................................47
3.4 It is Important for the Staff to Demonstrate Respect for the Council at all Times..................................48 SECTION 4 - CITY COUNCIL AND BOARDS AND COMMISSIONS POLICY FOR TRAVEL AND MISCELLANEOUS EXPENSE REIMBURSEMENT ................................................................................................................................48
4.1 Miscellaneous Expenditures ...................................................................................................................48
4.2 Council and Boards and Commission Travel Policy.................................................................................48 SECTION 5 – CITY COUNCIL REIMBURSEMENT POLICY FOR EXPENSES INCURRED IN THE PERFORMANCE OF THEIR OFFICIAL DUTIES .......................................................................................................................................50
5.1 Purpose ...................................................................................................................................................50
5.2 Authorized Expenses ..............................................................................................................................50
5.3 Monitoring and Reporting......................................................................................................................51 SECTION 6 - Confidentiality, Conflicts of Interest, Gifts And Favors ....................................................................51 Item 12
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3 City Council Procedures and Protocols Handbook
Introduction
The purpose of this City Council Procedures and Protocols Handbook is to review a set of rules through which the Palo Alto City Council conducts its business in a fair, equitable and effective manner.
Adoption of the Handbook is requirement of the Palo Alto Municipal Code:
Municipal Code 2.04.100 – Handbook of Procedural Rules
The Council shall adopt by resolution a handbook of procedural rules governing any aspect of the conduct of meetings and hearings for the council and its standing committees, including but not limited to agenda requirements, the order of business, rules of order, rules of evidence, closed session procedures and rules for public participation in meetings. The handbook of procedural rules shall be deemed guidelines and failure to comply with any procedural rule shall not be the basis for challenge to or invalidation of any action of the council, nor shall they be construed to create any independent remedy or right of action of any kind.
The handbook is organized in two parts:
Part I: City Council Procedures
This section explains the process through which work is done and basic rules for City Council meetings including public participation guidelines.
Part II: City Council Protocols
This section explains conduct guidance for the City Council.
If a provision of this Handbook conflicts or is inconsistent with the Charter, the Municipal Code, or State or Federal law, the Charter, Code, or State or Federal law shall govern.
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PART I: CITY COUNCIL PROCEDURES
SECTION 1 – CITY COUNCIL ORGANIZATION AND STRUCTURE
1.1 Annual Organization of City Council
The Palo Alto Charter, Article III, Section 8 directs Council to elect one of its members to serve as Mayor and one as Vice-Mayor, and sets forth their duties. Palo Alto Municipal Code Section
2.04.060 provides additional detail. In addition to those duties, the Mayor is also to make appointments of Councilmembers to regional bodies / agencies that Palo Alto has a seat on as applicable or where not otherwise provided for by law.
Mayor and Vice-Mayor are elected at the first meeting in January each year. Nominations may be made by any Councilmember and do not require a second.
1.2 Council Committees
(a) Standing Council Committees
Policy
It is the policy of the Council to use standing committees in open and public meetings to study City business in greater depth than what is possible in the time allotted for Council meetings.
Purpose
These rules are intended to enhance public participation and committee meetings so that the best possible decisions can be made for Palo Alto.
General Requirements
Council standing committees shall be subject to the following procedural rules:
1) Quorum
A majority of the committee membership shall constitute a quorum. 2) Referrals
Only the Council or City Manager shall make referrals to the standing committees.
Referrals will generally be directed to only one of the standing committees.
Items may be withdrawn from the committee and taken up for consideration by the Council at any Council meeting with the consent of a majority of the Council, and subject to any applicable noticing or agenda-posting requirements. 3) Attendance by Nonmembers
As required by the Brown Act, Councilmembers who are not on a committee may attend the committee meeting but only as an observer; they may not speak or otherwise participate in the committee meeting.
If Council wishes to allow members who are not serving on the committee to speak, the meeting should be noticed as a meeting of the full Council, and all Council procedural Item 12
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requirements will apply.
4) Function of committees
The purpose and intent of committee meetings is to expedite Council action by providing more thorough and detailed discussion and study of prospective or current Council agenda items with a full and complete airing of all sentiments and expressions of opinion on City problems by both the committee and the public. Actions of the committee shall be advisory recommendations only except as to matters delegated to the committee by Council.
5) Minutes and Report of Committee
The City Clerk shall be responsible for the preparation and distribution to the Council of the minutes of standing committee meetings. The minutes for these meetings shall be action minutes which reflect the motions made during these meetings. The minutes of each committee meeting serve as the report to the Council and should be included, as appropriate, in subsequent relevant staff reports.
6) Agenda
The presiding officer of each standing committee shall work with staff to prepare the agenda for committee meetings. Items should be scheduled as they are ready, taking into account the sequence of referral, the time required for staff research and analysis to support committee discussions, the time-sensitivity of items, and other factors as determined by the chair and City Manager.
7) Public Participation at Committees
The presiding officer shall determine the time that each speaker is allotted during general public comment and public comment on agendized items. The chair will typically set individual speaker speaking time at 3 minutes per speaker. If extended public participation is desired the chair may provide for a longer period; if there are a large number of speakers or many agenda items, speaking time may be shortened. 8) New Standing Committees
Council may establish new standing committees as needed. (b) Policy and Services Committee
The Municipal Code states that the role of the Council Policy & Services Committee is to consider and make recommendations on matters referred to it by the Council relating to parliamentary and administrative procedures and policy matters pertaining to intergovernmental relations, personnel policies, planning and zoning, traffic and parking, public work, and community and human services. (§2.04.220).
(c) Finance Committee
The Municipal Code states that the role of the Council Finance Committee is to consider and make recommendations on matters referred to it by the Council relating to finance, budget, financial audits, capital planning and debt. (§2.04.210).
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(d) Council Appointed Officers (CAO) Committee
The CAO Committee meets on an as-needed schedule to address issues that Council has referred to the Committee related to Council's four direct appointees: the City Manager, City Attorney, City Clerk and City Auditor. For example, the committee may be tasked with duties related to performance evaluations, compensation, and the filling of vacancies. The CAO Committee is to make recommendations to the Council annually regarding the process for CAO evaluations and the selection of the consultant to serve as the facilitator for the CAO evaluations for the year.
The CAO Committee is also to schedule the CAO performance evaluations in partnership with staff.
(e) City Schools Liaison Committee
The City-Schools Liaison Committee is composed of two Councilmembers and two members of the Board of Education of the Palo Alto Unified School District. The committee’s purpose is to share information, collaborate, and coordinate on issues related to Palo Alto’s school-aged children and youth.
(f) Ad Hoc Committees
Policy
The Council may create Ad Hoc Committees on a limited basis where necessary to study City business in greater depth than what is possible in the time allotted for Council and Standing Committee meetings.
Purpose
These rules are intended to clarify the distinctions between Standing and Ad Hoc Committees and to set up guidelines for creation of Ad Hoc Committees.
General Requirements
Council Ad Hoc Committees shall be subject to the following procedural rules:
1) Definition of Ad Hoc Committee
An Ad Hoc Committee is a temporary advisory committee composed solely of less than a quorum of members of the Council or any Council Standing Committee. The work of an Ad Hoc Committee has a limited or single purpose. An Ad Hoc committee is not intended to be perpetual but rather to be dissolved in a finite period time, once its specific task is completed. By contrast, a Standing Committee has continuing subject matter jurisdiction over a variety of related topics.
2) Brown Act
The procedural requirements of the Brown Act apply to all committees that have either:
(a) continuing subject matter jurisdiction over a matter or group of related matters; or (b) a regular meeting schedule set by Council action. All Standing Committees are Brown Act bodies. Ad hoc committees are generally not Brown Act bodies, provided that they are temporary bodies, formed for the purpose of addressing a limited or single purpose, include only members of Council, and do not have a regular meeting schedule set by Council action. When Council creates an Ad Hoc committee that is not a Brown Act body, Council may, at its discretion, direct that the committee follow Brown Act procedures.
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3) Creation and Appointment
The Mayor or the Council may create an Ad Hoc Committee and appoint three or fewer members of the Council to serve. In contrast, only the Council and not the Mayor alone can create a Standing Committee. The Mayor makes appointments to Standing and Ad Hoc Committees. The Mayor will publicly announce any Ad Hoc Committee created by her or him and its membership and stated purpose. The Clerk shall post this information on the Council website. The City Manager shall prepare a report to Council about the anticipated time commitment required for staff to assist the Ad Hoc Committee. 4) Duration
Ad Hoc Committees are created for a finite period of time. If an Ad Hoc Committee does not complete its task by the end of the calendar year, it shall not continue unless reappointed by the new Mayor in the following year.
5) Members
Ad Hoc Committees shall consist of less than a quorum of Councilmembers only, and shall not include any other persons, including members of other legislative bodies. 6) Reporting
Ad Hoc Committees shall report their recommendations to the Council in the timeframe directed by Council. Any Councilmember may ask during ‘Councilmember Questions, Comments And Announcements’ that an updated Ad Hoc Committee report be placed on an upcoming meeting agenda.
7) Termination of Ad Hoc Committee by Majority of Council A majority of the Council may vote to terminate any Ad Hoc Committee following placement of the issue on an agenda.
8) Conclusion
A public announcement shall be made any time the Ad Hoc Committee has concluded its work and/or upon dissolution.
1.3 Respect the Work of the Council Committees
Council should respect the work of Council committees, as their purpose is to provide focused, in- depth discussion of issues to help inform and expedite Council business. If a matter is taken forward to the full Council for approval after receiving a unanimous vote at committee, the item will be placed on the Consent Calendar, unless otherwise recommended by the committee, Mayor, City Attorney or City Manager.
* * *
SECTION 2 - GENERAL PROCEDURES FOR CITY COUNCIL MEETINGS The purpose of these guidelines is to facilitate the orderly and efficient conduct of Council business. This purpose recognizes the value of establishing a community understanding of meeting procedures so that broad public participation is encouraged. This purpose also recognizes that Councilmembers must have Item 12
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a common approach to the discussion and debate of City business so that meetings are both streamlined and thorough.
These are guidelines, rather than rules. The Council intends that City staff and Councilmembers will follow these guidelines. However, these guidelines should not be used in a way that leads to inefficiency, unfairness, or the promotion of form over substance.
In addition to Council-adopted guidelines, State law establishes a variety of mandatory meeting rules that the City must follow in order to ensure open government and fair process, regardless of unusual situations and consequences. (See Cal. Govt Code section 54950.)
2.1 Meeting Schedules, Agendas and Supporting Materials (a)Meeting Schedules for Regular and Special Meetings
The Council generally conducts two different kinds of meetings: regular meetings and special meetings.
The Municipal Code provides that regular Council meetings are conducted at City Hall on the first three Monday nights of each month, except during the Council’s annual summer and winter recesses, at 5:30 p.m.
The Council also schedules periodic special meetings, which are meetings on any day or time other than the regular meeting time. This may include meetings on the regularly-scheduled first three Mondays where the start time is 5 p.m. or earlier, or meetings on a fourth or fifth Monday, or meetings scheduled on any other day or time.
The Mayor or Council may call a special meeting on a minimum of 24 hours’ notice. Special meetings need not be held at City Hall, as long as the alternate location is within the City. The Council makes every effort to provide notice well in advance of 24 hours, especially when the special meeting is for the purpose of conducting a Study Session.
(b) Posting of Agendas
Under the Brown Act, meeting agendas must be posted no later than 72-hours prior to regular meetings and 24-hours prior to special meetings. It is City policy to make every effort to post the agenda on Thursday, 11 days prior to Monday meetings, whether regular or special. Agendas are posted in King Plaza by the elevators and are uploaded to the Council web page. (c) Supporting Reports and Materials
It is City policy to make every effort to provide supporting reports and materials at the time the agenda is posted. Typically, this will occur 11 days before the meeting. Materials that are not available at the time of agenda posting will be distributed as soon as feasible before the meeting. Materials that are distributed to a majority of Council will be made available to the public at the same time, as required by law. Some materials, such as presentation materials or “supplemental memoranda” (previously referred to as “at places” memoranda) may be distributed to Councilmembers and the public at the meeting. (d) Late Submittal of Correspondence or Other Information Related to Planning Applications In order to allow for adequate staff review and analysis and to ensure public access to information, all plans, correspondence, and other documents supporting planning applications being heard by the Council Item 12
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must be submitted to staff not later than noon five (5) working days prior to the release of the Council Agenda Packet. If any correspondence or other information is submitted after this deadline to Councilmembers or staff, and staff determines additional review is needed, staff will reschedule the item for a future Council meeting.
If a Councilmember receives planning application materials from a project applicant, or receives other significant material related to the application from any source, he or she shall notify the City Clerk and the City Manager as soon as possible so that all relevant material can be entered into the official record and made available to all parties and the public. At the meeting the Council may determine whether to continue or refer the item to the appropriate board and/or commission if significant changes to a project or significant new information become known.
2.2 The Mayor and Vice Mayor Should Work with Staff to Plan the Council Meetings There are three purposes to the pre-Council planning meeting: 1) to plan how the meeting will be conducted, including review of approximate time allocation of Staff Report presentations and to ensure adequate time for large complex items; 2) to identify any issues or questions that may need greater staff preparation for the meeting; and 3) to discuss future meetings. Consideration in building the agenda should be given to the potential length of the meeting and at what point items of significant public concern may be heard.
The purpose of the meeting is not to work on policy issues. Normally, only the Mayor and Vice Mayor are invited and expected to attend the pre-Council meetings with the City Manager, other CAOs, and department managers. The Mayor and Vice Mayor’s role is to represent the interest of the entire Council.
2.3 Attendance Procedures
(a) Attendance Required
Councilmembers, the City Clerk, City Attorney, and City Manager, along with any other City officers and department heads that have been requested to be present, shall take their regular stations in the Council Chambers at the start of every scheduled meeting. Councilmembers are expected to be present at the dais at all times except for necessary short breaks and other reasonable exceptions. The presiding officer will ensure that each meeting will include at least one 15-minute break. The Council expects its members to attend regularly and notify the City Clerk of any planned absences. The Council may levy fines of up to $250.00 against Councilmembers who willfully fail to attend meetings (PAMC section 2.04.050). (b) Remote Attendance Teleconferencing of Councilmembers at Council and Committee Meetings Councilmembers are strongly encouraged to attend meetings in person. State law allows Councilmembers to attend meetings remotely by teleconference by following the procedures outlined in Government Code Section 54953(b) (“Standard Remote AttendanceTeleconferencing”) or the alternative procedures outlined in Assembly Bill 2449 (introduced in 2022) (“AB 2449 Remote AttendanceAlternative Teleconferencing”). For convenience, these procedures are summarized below and are current as of the date of Handbook revision. If state law is subsequently amended, the amended terms of Sstate law will apply.
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Attorney to ensure compliance with all required procedures. 1) Number of Remote Appearances
Remote attendance shall be permitted not more than 3 five (5) times a year per legislative body (for example, five times a year for full Council meetings and five additional times a year for each Council committee). AB 2449Alternative Teleconferencing rules still apply, which state that no more than twolimit the number of meetings that may be attended remotely during a calendar year for “just cause,” depending on the frequency of the legislative body’s regular meetings, as described below.
2) General Procedures for Appearing RemotelyAttending by Teleconference Councilmembers must follow mandatory procedures set forth in sState law. At any meeting where a Councilmember is attending remotely, the following requirements must be met:
(A) At least a quorum of the Council must participate from a singular physical location within the City.
(B) The agenda must identify and include an opportunity for the public to attend and directly address the Councilmember through a call-in option, an internet- based service option, and in-person at the location of the meeting. (C) Council may not take action if there is an unresolved disruption to the meeting broadcast or to the ability to take call-in or internet-based public comment.
If the above threshold requirements are met, the Councilmember attending remotely must ensure they follow the procedures associated with either Standard Remote Attendance Teleconferencing or AB 2449 Remote AttendanceAlternative Teleconferencing.
3) Standard Remote AttendanceTeleconferencing Procedures A Councilmember attending remotelyteleconferencing using these procedures must ensure that:
(A) The meeting agenda identifies the remote attendanceteleconference location and is posted at that location in an area that is accessible and visible 24 hours a day for at least 72 hours prior to a regular meeting and 24 hours prior to a special meeting.
(B) The remote attendanceteleconference location is open and fully accessible to the public, and fully accessible under the Americans with Disabilities Act, throughout the entire meeting. These requirements apply to private residences, hotel rooms, and similar facilities, all of which must remain fully open and accessible throughout the meeting, without requiring identification or registration.
(C) The remote attendanceteleconference technology used is open and fully accessible to all members of the public, including those with disabilities.
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(D) Members of the public who attend the meeting at the remote attendanceteleconference location have the same opportunity to address the Council from the remote teleconference location that they would if they were present in Council Chambers.
(E) The remote attendance teleconference location must not require an admission fee or any payment for attendance.
(F) If the meeting will include a closed session, the Councilmember must ensure that there is a private location available for that portion of the meeting. A private location means a closed room such that no other person can hear any portion of the closed session.
If the a Councilmember intends to follow the procedures of Standard Remote Attendance Teleconferencing but determines that any or all of these requirements cannot be met, he or she shall not participate in the meeting remotely using Standard Remote AttendanceTeleconferencing procedures.
4) Standard Remote AttendanceTeleconferencing Guidelines (A) Five days written notice in advance of the publication of the agenda must be given by the Councilmember to the City Clerk’s office about their intent to participate remotelyby teleconference; the notice must include the address at which the remote attendanceteleconferencing will occur, and the address the Council packet should be mailed to, if a hard copy is requested. (B) The Councilmember is responsible for posting the Council agenda in the remote teleconference location, or having the agenda posted by somebody at the location and confirming that posting has occurred. The City Clerk will assist, if necessary, by emailing, faxing or mailing the agenda to whatever address or fax number the Councilmember requests; however, it is the Councilmember’s responsibility to ensure that the agenda arrives and is posted. If the Councilmember will need the assistance of the City Clerk in delivery of the agenda, the fax number or address must be included in the five-day advance written notice above.
(C) The Councilmember must ensure that the location will be publicly accessible while the meeting is in progress.
(D) The Councilmember must state at the beginning of the Council meeting that the posting requirement was met at the location and that the location is publicly accessible and must describe the location.
5) AB 2449 Remote AttendanceAlternative Teleconferencing Procedures In 2022 tThe Legislature has adopted AB 2449, which amended the Brown Act to allow remote participation in certain narrow circumstances (listed below) without publishing the remote location on the meeting agenda and without providing public access from the Item 12
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remote location.
Where the requirements of AB 2449state law’s Alternative Teleconferencing procedures are met, a Councilmember is not required to follow the procedures described in Section
2.3(b)(3)(A)-(E), above.
A Councilmember may use Alternative Teleconferencing AB 2449 if the Councilmember has either “just cause,” or “emergency circumstances” that require remote participation, as defined by AB 2449state law.
(A) “Just cause” is defined as:.
i.“Just cause” is defined as:
ii.i. a childcare or caregiving need of a child, parent, grandparent, grandchild, sibling, spouse, or domestic partner that requires remote attendance, iii.ii. a contagious illness that prevents in-person attendance, iv.iii. a need related to a physical or mental disability which cannot be resolved by a request for reasonable accommodation, or
iv. travel while on the business of a state or local agency,. v. an immunocompromised child, parent, grandparent, grandchild, sibling, spouse, or domestic partner of the member that requires the member to participate remotely,
vi. a physical or family medical emergency, or
v.vii. military service obligations that result in a member being unable to attend in person because they are serving under official written orders for active duty, drill, annual training, or any other duty required as a member of the California National Guard or a United States Military Reserve organization that requires the member to be at least 50 miles outside the boundaries of the local agency. (B) Notice. A Councilmember with “just cause” to attend remotely must notify the Council or Council committee and the City Clerk at the earliest possible opportunity, including at the start of the meeting, of their need to participate remotely and provide a general description of the circumstances. (C) Emergency Circumstances.
“Emergency circumstances” is defined as a physical or family medical emergency that prevents a Councilmember from attending the Council meeting in person. i. Notification and acceptance.
a. A Councilmember attending remotely due to “emergency circumstances” must notify the Council or Council committee and the City Clerk at the earliest possible opportunity.
b. The Council or Council committee must request a general description of the circumstances relating to the Councilmember’s need to appear remotely. The description does not need to have more than 20 words, and the Councilmember does not have to disclose any personal medical information.
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c. At the earliest opportunity available to it, the Council or Council committee must, by a majority vote of its members, take action on the request to approve or disapprove it. If the request does not allow sufficient time to place it on the agenda for the meeting for which the request is made, the legislative body must take action on the request at the beginning of the meeting by majority vote.
(D) Disclosures. Councilmembers attending remotely must publicly disclose at the meeting before any action is taken whether any other individuals 18 years of age or older are present in the room at the remote location with the member and the general nature of the member’s relationship with the individual. (E) Technology. Councilmembers attending remotely shall participate using both audio and visual technology.
(F) Limits. Councilmembers may only attend meetings using Alternative Teleconferencing a limited number of times per year based on the frequency of the legislative body’s regular meetings. The limits are:
i. City Council – 5 meetings per year
ii. Finance Committee – 5 meetings per year
i.iii. Other committees – 2 meetings per year
If the Councilmember intending to follow the procedures of AB 2449 Remote Attendance Alternative Teleconferencing determines that any or all of these requirements cannot be met, he or she shall not participate in the meeting remotely using AB 2449 Remote Attendance Alternative Teleconferencing procedures.
6) AB 2449 Remote Attendance Alternative Teleconferencing Sample Scripts At the start of the meeting, the Councilmember attending remotely may use the following language to identify under which provision they are attending remotely:
Just Cause:
“I have just cause to attend this meeting remotely under AB 2449the Brown Act. I have not attended a meeting remotely due to just cause more than once this calendar year. I have attended [NUMBER] [COUNCIL/COMMITTEE] meetings remotely this calendar year. I must attend this meeting remotely because…
1. “… I must provide caregiving to [RELATION].”
2. “… a contagious illness prevents me from attending in person.”
3. “… I have a need related to a disability which could not be accommodated at this meeting.”
4. “… I am travelling while on official business of [STATE OR LOCAL AGENCY].”
5. “… my [RELATION] is immunocompromised, requiring me to participate remotely.”
6. “… a [PHYSICAL OR FAMILY] medical emergency prevents me from attending in person.”
4.7. “… I am serving under official written orders required as a member of [MILITARY Item 12
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SERVICE ORGANIZATION] that requires me to be at least 50 miles outside of Palo Alto.”
“In this room, I am accompanied by…
1. “…no one over the age of 18.”
2. “…one or more individuals over the age of 18. They are [RELATION (e.g., my spouse, coworker, medical provider)].”
Emergency Circumstances:
“Due to emergency circumstances, I request to attend this meeting remotely under AB 2449. I have attended [NUMBER] meetings remotely this calendar year. The [PHYSICAL OR FAMILY] medical emergency I am facing requires my remote attendance because [BRIEF DESCRIPTION].”
“In this room, I am accompanied by…
1. “…no one over the age of 18.”
2.1. “…one or more individuals over the age of 18. They are [RELATION (e.g., my spouse, coworker, medical provider)].”
2.4 Colleagues’ Memos
Councilmembers may bring forward a colleagues’ memo on any topic to be considered by the entire Council. A minimum of two Councilmembers are required to place such a memo on the agenda, reflective of the Council procedure requiring a motion and a second for consideration of a motion by the Council. Up to three Councilmembers may sign a colleague memo. To comply with the Brown Act, three is the maximum number Councilmembers who may discuss or sign onto a colleagues’ memo.
Prior to preparing a colleagues’ memo, Councilmembers should consult with the City Manager to determine whether the City Manager is able to address the issues as part of their operational authority and within current budgeted resources. Colleagues’ memos should include a section drafted by the City Manager that identifies any potential staffing or fiscal impacts of the contemplated action. Councilmembers shall provide a copy of the proposed memo to the City Manager and City Attorney prior to finalization. Completed Council colleagues’ memos should be provided to the City Manager, City Attorney and City Clerk with as much advance notice as possible, to provide time for staff to prepare the resource impact section and prepare the memo for placement on the agenda.
The Council will not take action on the night that a colleagues’ memo is introduced if it has any implications for staff resources or current work priorities which are not addressed in the memo.
The Council will discuss the colleagues’ memo and refer it to a committee or direct the City Manager to agendize the matter for Council action. Action may be taken immediately by the Council on colleagues’ memos where there are no resource or staffing implications, or where these implications are fully outlined in the colleagues’ memo. The Brown Act requires that the public be fully informed of the potential action by the Council when the agenda is published. In order to satisfy the Brown Act requirements, the Council should consult with the City Attorney to ensure that the proposed title to the colleagues’ memo contains all actions that the Councilmembers want completed on the night of the Council review.
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Councilmembers nearing the end of their term desiring to submit a colleagues’ memo should consider submittal timing and steps needed in order to ensure Council discussion prior to the end of their term. Staff will make best efforts to agendize such memos prior to the end of the Council term. * * *
SECTION 3 - CITY COUNCIL MEETING ORDER OF THE AGENDA
Council agendas will be prepared by the City Clerk and presented to the Council in the order described below, except as determined otherwise by the Mayor in consultation with the City Manager. In setting the agenda, the typical order of agenda items is as shown below but the ordering can be changed in the agenda-setting process if needed. The City Manager, with prior approval of the Mayor, is authorized to designate upon the agenda items that shall be taken up first or at a specific time during the course of the meeting (PAMC section 2.04.070.) The Council may take matters up out of order upon approval by a majority vote of those present:
Call to Order
Special Orders of the Day
Closed Session
Agenda Changes, Additions and Deletions
General Public Comment
Councilmember Questions, Comments and Announcements
Study Session
Consent Agenda
Items may be placed upon the consent calendar by any council-appointed officer whenever, in such officer's judgment, such items are expected to be routinely approved without discussion or debate.
Council Minutes are approved on Consent. The consent calendar shall be voted upon as one item.
City Manager Comments
Action Items
Adjournment
Items Considered After 10:30 p.m.: The Council makes every effort to end its meetings before 11 p.m.
With that goal in mind, the Council generally does not start discussion of new matters after 10:30 p.m.
Before 10 p.m. the Council will decide and announce whether it will begin consideration of any agenda items after 10:30 p.m. and, if so, which specific items will be taken up.
3.1 Call to Order
The meeting can be called to order in recognition of a holiday or special designation to bring awareness and show appreciation of that holiday or special designation. The Mayor will determine such recognitions in consultation with the Manager, and dates will primarily originate from a calendar adopted by the Council.
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3.2 Special Orders of the Day
(a)Council may acknowledge a special appreciation for individuals or groups for achievements, holidays (dates included in the annual Council-adopted calendar), etc., through the a Special Order of the Day. This can be done through:
- A certificate of recognition for individuals or groups linked to a certain achievement, event or holiday
- Information read by Councilmembers in honor of a group or individual - A proclamation or resolution presented to a group or individual - Informational presentation from a community group about their program. (b)Proclamations are issued at the discretion of the Mayor. Proclamations may be presented at a City Council meeting or issued without a formal presentation. If a presentation at City Council is requested, the Mayor, in consultation with the City Manager and City Clerk, will determine when the proclamation will be agendized. The public may submit requests via email to the City Clerk or via the City Clerk’s webpage. Councilmembers may direct proclamation requests to the Mayor.
The City Clerk’s Office publishes all proclamations on the City’s website and regularly notifies the Council of proclamations issued without presentation at a City Council meeting. (c)The City annually issues routine, non-controversial proclamations for certain recognitions based off a list reviewed by the City Council, contingent upon approval by the Mayor and Vice Mayor.
Potentially controversial proclamation will be brought to the full Council for a vote for approval. (b)(d)Council shall refrain from taking positions on matters related to foreign governments, or concerning the foreign policy of the United States, or its relationship to other countries.
Additionally, the Council shall not adopt resolutions, issue proclamations or official statements, or otherwise engage in advocacy on issues that are outside the scope of local governance.
The Council may support proclamations, resolutions, and matters directly related to Palo Alto’s Sister Cities, provided they focus on cultural, educational, commercial, or other collaborations consistent with the objectives of these partnerships.
Council may adopt positions on domestic acts of the state or federal government which affect the resources of the City, or the health, safety and welfare of the residents or workers of the City consistent with our legislative guidelines.
Statements representing the position of the Council on issues that are controversial, shall be voted upon by the Council.
3.3 Closed Sessions
Closed sessions are the only part of a Council meeting that the public cannot attend though to the public may make public comments before the start of the closed session. Council may meet in closed session only as specifically authorized by State law. The most common types of closed sessions are labor negotiations, litigation, employment issues, and real estate negotiations.
The Council will make a public report after the session where required by State or local law. (a) Closed Session Requirements
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1) Announcements Before Closed Sessions
The Mayor/City Clerk shall announce the item or items to be considered in closed session by reference to the appropriate agenda number or letter, or in an alternate form that shall be provided by the City Attorney.
2) Public Comments
Members of the public are permitted to make public comments on closed session matters. The City Clerk shall be present in the open session to record Council attendance and any statements made by the public or by the Council. 3) Vote to Go into Closed Session
The Council shall vote to go into closed session.
4) Attendance
The City Manager and City Attorney, or their designees, shall attend closed sessions unless it is necessary to excuse them. Additional staff and consultants may attend, but only to the extent that their attendance is necessary to support Council’s consideration of the item.
5) Public Reports
State and local law require the Council to make a public report after a closed session when certain kinds of actions are taken (PAMC section 2.04.030). Reports from closed sessions shall be made by the Mayor, the Vice Mayor in the Mayor's absence, or such other City representative as designated by the Council. Such designated person is the only individual authorized to make public statements concerning the closed session.
It is the policy of the Council to inform the public of action taken in closed session to the greatest extent possible. It is recognized, however, that the need for confidentiality is inherent in closed sessions and that certain matters if revealed may be a detriment to the results desired. The Council shall publicly report:
(A) any decision to appoint, employ, or dismiss a public employee and the roll call vote thereon at its next public meeting;
(B) actions related to litigation and the roll call vote on such actions, unless the report would, in the written opinion of the City Attorney for specifically stated reasons, clearly jeopardize the City’s ability to effectuate service of process on one or more unserved parties or impair the City’s ability to resolve the matter through negotiation, mediation or other form of settlement. Notwithstanding the City Attorney's written opinion, the Council may under any circumstance, by majority vote, determine that it is in the City's best interests to disclose actions taken in closed session related to litigation. The public report shall be given as soon as possible, but no later than the next regular meeting, and shall include the vote or abstention of every member present. The City Attorney’s written opinion shall be made public, along with any action taken and any vote thereon, as soon as any litigation is concluded. The City Attorney shall record any action and vote upon such forms as the City Attorney may deem desirable; Item 12
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(C) Other matters as required by law.
6) No Minutes
No minutes of closed sessions shall be kept. The City Attorney shall record the information necessary to comply with State law and Municipal Code section 2.04.030. 7) Confidentiality
No person in attendance at a closed session may disclose the substance or effect of any matter discussed during the session (PAMC section 2.04.040), except to the extent authorized by a majority vote of Council or as required by a court.
3.4 Agenda Changes, Additions, and Deletions
(a)By majority vote, Council may change the order or delete an item from the agenda. Council may not add items to the agenda except in cases of emergency as defined by State law. (b)When the Council decides to reschedule business items, the business items will generally be rescheduled as follows:
1) Items Rescheduled to a Date Uncertain
When Council reschedules an item to a date uncertain, the City Manager, Clerk and Mayor shall confer on an appropriate date to reschedule the item. 2) Items Rescheduled to a Date Certain
Council may reschedule an item to a specific future Council meeting.
3.5 General Public Comment (see Section 5 on Public Participation for more details about “General Public Comment”)
3.6 Councilmember Questions, Comments, and Announcements (including reports on Boards, Commissions, and Committees)
The purpose of this agenda item is to allow Council to briefly ask staff about matters upon which Council has taken action or given direction, make general comments as a reference to staff on factual matters of community concern, or make brief announcements in a manner consistent with Government Code section 54954.2. If more than brief statements are desired, the item shall be agendized for a future meeting in the manner otherwise provided by these Procedures, such as by the City Manager or through a Colleagues’ Memo. Major policy issues and new assignments will not be discussed or considered in this item. To the extent possible, Council will confer with staff before raising matters under this agenda item. Councilmember questions, comments, and announcements are limited to 3 minutes per Councilmember. This agenda item will generally last up to 15 minutes and the public may not comment.
3.7 Study Sessions
Study Sessions are agenda items during which the Council receives information about City business in an informal setting. Study sessions are intended to be discussion items only. The Decorum rules Item 12
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still apply to the behavior of the Council and public.
(a) Study Session Procedures
1) Time
Special study sessions will be held as needed.
2) Topics and Process
Study sessions are intended to be conducive to in-depth factual presentations by City staff and detailed questioning and brainstorming by Council on issues of significant interest.
The Council may discuss the material freely without following formal rules of parliamentary procedure, and the presiding officer shall have discretion to determine the appropriate process for conducting the study session, including when public comment will be heard.
3) Public Participation
Members of the public are allowed to make public comments on study session matters at the time directed by the presiding officer. The general rules of decorum apply. 4) No Action Taken
Staff may be directed to bring matters back for Council consideration at future meetings, as no action can be taken.
3.8 Consent Agenda
The Consent Agenda is the section where items not anticipated to require discussion can be presented and acted upon efficiently by Council. This generally includes administrative items; implementation of policies and programs previously approved by Council, including contracts; and other routine or non-controversial items. The Mayor and City Manager should be sensitive to high dollar value contracts and consider placing those items in the action agenda section. The consent section may include:
(a) Ordinances and Resolutions
The following ordinances and resolutions may appear on a consent calendar:
1) Second Reading (passage and adoption) of Ordinances. 2) Resolutions that are ceremonial in nature.
3) Ordinances or resolutions that implement a prior Council policy direction in the manner contemplated by the Council's previous actions, in the Adopted Budget (including the Capital Improvement Program and especially in the department key plans), the Council Priorities, and other similar sources.
4) Budget amendments that accept funding such as grants or gifts, provided Council has previously approved the activity or program.
5) Resolutions approving funding applications, such as grants or loans, provided that the program or activity has been previously approved by Council. 6) Clerical amendments to local laws.
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7) Conforming amendments to local laws that are required by State law, except items of significant public interest.
(b) Administrative Matters Including Contracts, Appointments, Approval of Applications, and Any Other Matter
An administrative matter may be placed on the consent calendar if it is:
1) An action that is merely the administrative execution of previous Council direction.
The Council direction and vote will be quoted in the Staff Report accompanying the item.
2) Contracts for which the subject or scope of work has been previously reviewed by the Council.
3) A contract for goods, general services, professional services, public works projects, dark fiber licensing contracts or wholesale commodities, purchases, as outlined in the Purchasing Ordinance, provided such contracts represent the customary and usual business of the department as included in the Adopted Budget. Examples include routine maintenance contracts, annual audit agreements software and hardware support agreements, janitorial services, and copier agreements or postage machine agreements. 4) Designation of heritage trees.
5) Designation of historic building at the request of the property owner if there are no unusual policy ramifications.
6) Approval of funding applications, such as grants or loans, provided that Council has previously approved the general program or activity. 7) Items identified in the Municipal Code for placement on Consent. This includes, for example, certain appeals of determinations of the Director of Planning and Development Services.
8) Approval of minutes.
9) Referral of an item to a Standing Committee, Committee, Board, Commission, or Council Appointed Officer.
10) Other similar matters as determined by the City Manager, in consultation with the Mayor. (c) Items Unanimously Recommended for Approval by a Council Committee or Council-Appointed Board or Commission, Unless Otherwise Recommended by the Committee/Commission, Mayor, City Attorney or City Manager
Items recommended unanimously for approval by Council committees and Council-appointed boards and commissions are generally placed on Consent, except as otherwise recommended by the Committee, Board or Commission, or the Mayor, City Manager or City Attorney, or as required by law.
(d) Public Comment on Consent Agenda
Members of the public wishing to speak to items on the Consent Calendar shall be permitted to speak prior to Councilmember requests to remove an item or the vote to adopt the Consent Calendar. Members of the public who wish to speak to Consent Agenda items will receive the time limit set by the presiding officer (a total of 3 minutes or less) to speak to all Consent Agenda Item 12
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items of interest regardless of the number of items of interest. (e) No Discussion or Debate; Voting; Recusals; Speaking to a No Vote There shall not be discussion or debate on any item on the Consent agenda. A Councilmember who needs to recuse themself from a Consent item shall inform the Mayor and make any public disclosure that is required. The Clerk shall record the recusal on the item.
Any Councilmember may request that his or her vote be recorded as a "no" on any item or items on the Consent agenda. Any Consent item not receiving the number of “yes” votes required for the item is not approved.
Councilmembers may explain their "no" votes at the end of the Consent Agenda, with 3- minutes permitted for non-appeal items and 5 minutes for appeal items for each Councilmember. When a Councilmember votes “no” on multiple Consent agenda items, the Councilmember has up to 3 minutes to speak on any and all of the “no” votes. Councilmembers may also submit statements in writing to the City Clerk before action is taken. The City Clerk shall preserve and make available such written statements in a manner consistent with the Brown Act and shall assure that the minutes of the meeting make reference to the existence and location of such written statements.
(f) Council Requests to Remove Items from Consent Agenda Three Councilmembers may request that an item be removed from the Consent Agenda except where otherwise required by the Municipal Code. Under the Municipal Code, four votes are required to remove a second reading of an ordinance from the Consent Agenda.
If feasible, a removed item will be heard as the first action item of the same meeting for a brief discussion, limited to 10 minutes. The removed item will be agendized for a subsequent meeting if it is not resolved within that timeframe. Removed items will be heard either later in the meeting or agendized for a subsequent meeting, depending upon the number of speakers, the anticipated length of the items that have been officially scheduled for discussion on a particular evening, the availability of staff required to support the discussion, and legally- required noticing procedures. The Mayor, in consultation with the City Manager, will decide when any removed items will be heard.
Councilmembers who intend to request to remove an item should strive to inform the City Manager’s office no later than noon the Sunday before the meeting. This is so that the Manager can assess the operational impacts of rescheduling a removed item to a later agenda and, if appropriate, can arrange for appropriate staff to attend Council to support consideration of the item.
3.9 City Manager’s Comments
3.10 Action Items
3.11 Adjournment
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* * *
SECTION 4 - PROCEDURES AT CITY COUNCIL MEETINGS
4.1 Council Motion and Voting Processes throughout the Agenda (exist. Procedures 2.4 U and V) (a) Motions, Debate & Voting
Policy and Summary of Rules
It is the policy of the Council to follow simplified rules of parliamentary procedure for motions, debate and voting as an alternative procedure to Robert’s Rules of Order. These rules focus on the types of motions the Council can make and when those motions are properly used. See the Summary Table below.
Purpose
The purpose of these rules to facilitate orderly and thorough discussion and debate of Council business in order to create open respectful discussion and results that serve the public interest. (b) Motions
A motion is a formal proposal by a Councilmember asking that the Council take a specified action.
A motion must receive a second before the Council can consider a matter. Motions may be provided to the City Clerk in advance of the Council meeting so that the Clerk can efficiently post the motion on the screen for the convenience of the community and Councilmembers.
There are two types of motions; these are the “main” motion and any secondary motions.
Only one main motion can be considered at a time. The main motion is the first motion to be made and receive a second. A secondary motion is described below which can be considered while a main motion is pending.
4.2 Motion Procedures
(a) Main Motion Procedures
1) Get the Floor
A Councilmember should seek permission of the presiding officer before making a motion. 2) State the Motion
A motion is made by a Councilmember (the “maker”) stating his or her proposal. Longer proposals can be written.
3) Second Required
Any other Councilmember (including the presiding officer) who supports the proposal (or who simply wishes it to be considered) may “second” the motion without first being recognized.
4) Motion Transcribed
The Clerk shall transcribe the motion so that Councilmembers, the public and staff can Item 12
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read it.
5) Lack of a Second
If there is no second stated immediately, the presiding officer should ask whether there is a second. If no Councilmember seconds the motion the matter will not be considered. 6) Discussion
The maker shall be the first Councilmember recognized to speak on the motion if it receives a second. The seconder shall be the second Councilmember to speak on the motion.
Generally Councilmembers will speak only once with respect to a motion. If the presiding officer or Council permits any Councilmember to speak more than once on a motion, all Councilmembers shall receive the same privilege.
7) Secondary Motions
Secondary motions may be made by a Councilmember upon getting the floor. 8) Action
After discussion is complete the Council will vote on the motion under consideration. (b) Secondary Motion Procedures
Only one main motion may be entertained by Council at a time. The Council recognizes the following secondary motions which may be considered while a main motion is pending. These motions shall have precedence in the order listed below. This means that a secondary motion that is higher on the list will be considered ahead of a pending secondary motion that is lower on the list:
The purpose of the allowed secondary motions is summarized in the following text and table. 1) Fix the time to which to adjourn
This motion sets a time for continuation of the meeting. It requires a second, is amendable and is debatable only as to the time to which the meeting is adjourned. 2) Adjourn
This motion ends the meeting or adjourns it to another time. It requires a second and is not debatable except to set the time to which the meeting is adjourned, if applicable. A motion to adjourn shall be in order at any time, except as follows: (a) when repeated without intervening business or discussion; (b) when made as an interruption of a member while speaking; (c) when the previous question has been ordered; and (d) while a vote is being taken.
3) Take a recess
This motion interrupts the meeting temporarily. It is amendable but is not debatable. 4) Raise a question of personal privilege
This motion allows a Councilmember to address the Council on a question of personal privilege and shall be limited to cases in which the Councilmember's integrity, character or motives are questioned or when the welfare of the Council is concerned. The maker of Item 12
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the motion may interrupt another speaker if the presiding officer recognizes the "privilege." The motion does not require a second, is not amendable and is not debatable. 5) Lay on the table
This motion is used to interrupt business for more urgent business. A motion to lay on the table requires a second, is not amendable and is not debatable. It shall preclude all amendments or debate of the subject under consideration. If the motion prevails, and the subject is tabled, the matter must be reagendized in the future if further consideration is to be given to the matter.
6) Previous question
This motion “calls the question” by closing debate on the pending motion. A motion for previous question requires a second, is not debatable and is not amendable. It applies to all previous motions on the subject unless otherwise specified by the maker of the motion. If motion for previous question fails, debate is reopened; if motion for previous question passes, then vote on the pending motion. A motion for previous question requires a two- thirds vote of those Councilmembers present and voting. 7) Limit or extend debate
This motion limits or extends the time for the Council or any Councilmember to debate a motion. It requires a second, is amendable and is not debatable. The motion requires a two-thirds vote of those Councilmembers present and voting. 8) Continue to a certain time
This motion continues a matter to another, specified time. It requires a second, is amendable and is debatable as to propriety of postponement and time set. 9) Refer to a city agency, body, committee, board, commission or officer This motion sends a subject to another city agency, body, committee, board, commission or officer for further study and report back to Council, at which time subject is fully debated. It requires a second, is amendable, and is debatable only as to the propriety of referring.
The substance of the subject being referred shall not be discussed at the time the motion to refer is made.
10) Amend or substitute
A motion to amend retains the original motion and modifies it in some way. A substitute motion deletes the original motion and replaces it with a different motion. Both require a second, are amendable, and are debatable only when the motion to which they appy is debatable. A motion to amend an amendment is in order, but one to amend an amendment to an amendment is not. An amendment modifying a motion is in order but an amendment raising an independent question or one that is not germane to the main motion shall not be in order. Amendments take precedence over the main motion and the motion to postpone indefinitely.
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(c) Motion Process Reference Chart
Motion Description 2nd
Required
Debatable Amendable 2/3 Vote
Fix the time to
which to adjourn Sets a next date and time for
continuation of the meeting
YES Only as to time to which
the meeting is adjourned YES NO
Adjourn
Sets time to adjourn. Not in order if (a)
repeated without intervening business
(b) made as an interruption of a
member while speaking; (c) the
previous question has been ordered;
and (d) while a vote is being taken
YES
Only to set the time to
which the meeting is
adjourned NO
NO
Take a recess Purpose is to interrupt the meeting YES NO YES NO Raise a question of
privilege
Allows member to address Council on a
question of personal privilege limited to
Council welfare or cases where a
member’s personal integrity, character,
or motives are questioned.
NO NO NO NO
Lay on the table Interrupts business for more urgent
business
YES NO NO NO
Previous question
(close debate or
“call the question”)
Closes debate on pending motion YES NO NO YES
Limit or extend
limits of debate Purpose is to limit or extend debate YES NO YES YES Motion to continue
to a certain time Continues the matter to another,
specified time
YES YES YES NO
Refer to committee
Sends subject to another city agency,
body, committee, board, commission or
officer for further study and report back
to council, at which time subject is fully
debated
YES
Only as to propriety of
referring, not substance
of referral
YES
NO
Amend or substitute
Modifies (or reverses course of)
proposed action. Cannot raise
independent question. Can amend an
amendment, but no further
YES Only if underlying motion is
debatable YES
NO
Motion to
Reconsider
Motion that can be made only during the
meeting or adjourned meeting in which
the action was taken
YES YES NO NO
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4.3 Voting and Debate of Agenda Items
(a) Presiding officer to review motion
The presiding officer shall assure that all motions are clearly stated before allowing debate to begin.
The presiding officer and the maker of the motion should work with the City Clerk to clarify the motion before allowing debate to begin. The presiding officer may review the motion prior to voting. (b) Presiding officer may debate and vote
The presiding officer may move, second and debate from the chair, subject only to such limitations of debate as are by these rules imposed on all Councilmembers. The presiding officer shall not be deprived of any of the rights and privileges of a Councilmember. (c) Division of question
If the question contains two or more divisible propositions, each of which is capable of standing as a complete proposition if the others are removed, the presiding officer may, and upon request of a Councilmember shall, divide the same. The presiding officer's determination shall be appealable by any Councilmember.
(d) Withdrawal of motion
A motion may only be withdrawn by the maker with the consent of the Councilmember seconding it.
(e) Change of vote
Councilmembers may change their votes before the next item on the agenda is called. (f) Voting
On the passage of every motion, the vote shall be taken by voice or roll call or electronic voting device and entered in full upon the record, except where state law requires a roll call vote (g) Failure to vote
It is the responsibility of every Councilmember to vote unless the member is recused. No Councilmember can be compelled to vote.
(h) Abstaining from vote
Councilmembers should only abstain if they are not sufficiently informed about an item, e.g., when there was a prior meeting on the topic and they were unable to view the prior meeting before the current meeting. In the event of an abstention, or silence during a vote, the abstainer in effect, "consents" that a majority of the quorum of the Councilmembers present may act for him or her.
(i) Not participating
A Councilmember who is recused from an item due to a conflict of interest, common law bias, or other legal prohibition shall make disclosures required by law, leave the dais if required, and not participate in any way in the discussion or determination of the item. A Councilmember may otherwise disqualify themself to avoid an appearance of impropriety.
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(j) Tie votes
Tie votes may be reconsidered during the time permitted by these rules on motion by any member of the Council voting yes or no during the original vote. Before a motion is made on the next item on the agenda, any member of the Council may make a motion to continue the matter to another date. To the extent allowed by law, it is the Council’s intention that any continuance hereunder shall suspend the running of any time in which action of the Council is required by law.
Nothing herein shall be construed to prevent any Councilmember from recommending the agendizing of a matter that resulted in a tie vote for a subsequent meeting. (k) Motion to reconsider
A motion to reconsider any action taken by the Council may be made only during the meeting or adjourned meeting when the action was taken. A motion to reconsider requires a second, is debatable and is not amendable. The motion must be made by one of the prevailing side of an issue but may be seconded by any Councilmember. A motion to reconsider may be made at any time and shall have precedence over all other motions, or while a Councilmember has the floor, providing that no vested rights are impaired. The purpose of reconsideration is to bring back the matter for review. If a motion to reconsider fails, it may not itself be reconsidered.
Reconsideration may be moved only once on the same motion. However, a Councilmember may make a motion to rescind such action at a subsequent meeting of the Council, provided an appropriate item is on the published agenda.
(l) Appeal from the decision of presiding officer
When the rules are silent, the presiding officer shall decide all questions of order, subject to appeal by a Councilmember. When in doubt, the presiding officer may submit the question to the Council, in which case a majority vote shall prevail. Any decision or ruling of the presiding officer may be appealed by request of any member. The presiding officer shall call for a roll call or electronic voting device vote to determine if the presiding officer's ruling shall be upheld. If said vote passes or results in a tie vote, the presiding officer's ruling shall stand. If said vote fails, the decision or ruling of the presiding officer is reversed. (m) Getting the floor; improper references to be avoided Every Councilmember desiring to speak shall address the presiding officer and, upon recognition by the presiding officer, every Councilmember shall be confined to the question under debate, avoiding all indecorous language and personal attacks.
(n) Interruptions
Except for being called to order, a Councilmember once recognized, shall not be interrupted when speaking, except as otherwise provided for in these rules. A Councilmember called to order while speaking shall cease speaking until the question or order is determined, and, if in order, said Councilmember shall be permitted to proceed.
(o) Councilmember Speaking Time
The presiding officer shall give each Councilmember up to five (5) minutes to speak in each round of discussion during discussions on Council items where discussion takes place. The Council shall be guided by the speaking times set by the presiding officer and shall conclude comments at the direction of the presiding officer. The presiding officer shall endeavor to treat all members equitably.
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4.4 Quasi-Judicial Matters
(a) Quasi-Judicial Matters
It is the policy of the Council to assure that the due process rights of all persons are protected during City hearings. A “quasi-judicial” hearing is a hearing that requires a higher level of procedural due process because of the potential impact on life, liberty or property. Usually, quasi-judicial hearings involve consideration of an application to develop real property. The City, including Council and associated Boards and Commissions, reaches a determination by applying standards and requirements in existing law to the facts and evidence submitted in the hearing.
Findings must be stated to explain the evidentiary basis for Council’s final decision.
Purpose
These rules are intended to assure that Council decision making on quasi-judicial matters is based upon facts and evidence known to all parties and to support the role of Boards and Commissions in making independent recommendations to Council.
General Requirements
1) Quasi-Judicial Proceedings Defined
Quasi-judicial proceedings subject to these procedural rules include hearings involving the following matters:
(A) Conditional Use Permits
(B) Variances
(C) Home Improvement Exceptions
(D) Design Enhancement Exceptions
(E) Subdivisions, other than final map approvals
(F) Architectural Review
(G) Other Matters as Determined by the City Attorney
2) Restrictions on Council Communications Outside of Quasi-Judicial Hearings It is the policy of the Council to discourage the gathering and submission of information by Councilmembers outside of any noticed public meeting, prior to final recommendations by the Architectural Review Board or Planning & Transportation Commission. The following procedural guidelines are intended to implement this policy but shall not be construed to create any remedy or right of action.
3) Identification of Quasi-Judicial Matters
The City Attorney, in conjunction with the City Clerk and City Manager, will identify agenda items involving quasi-judicial matters on both the tentative and regular Council agendas.
This identification is intended to inform the Council, interested parties, and the public that this policy will apply to the matter.
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4) Council to Track Contacts
Councilmembers should track contacts with any person or entity pertaining to quasi-judicial matters. Contacts include conversations, meetings, site visits, mailings, or presentations during which substantial factual information about the item is gathered by or submitted to the Councilmember.
5) Disclosure
When a quasi-judicial matter is agendized at Council, Councilmembers will disclose on the record any contacts they have had outside of a noticed meeting, identify any new or different information they have received, and note information that may influence their preliminary views or opinions about the item. Disclosures may be oral or written and should explain the substance of the contact so that the project applicant, other Councilmembers, interested parties, and the public will have an opportunity to learn of the factors influencing the Council's decision and have an opportunity to controvert or rebut any such factor during the hearing. Disclosure alone will not be deemed sufficient basis for a request to continue the item. A contact or the disclosure of a contact shall not be deemed grounds for disqualification of a Councilmember from participation in a quasi- judicial matter unless the Councilmember, in consultation with the City Attorney, determines that the nature of the contact is such that it is not possible for the Councilmember to reach an impartial decision on the item. 6) No Contacts after Hearings
Following closure of a quasi-judicial hearing, and prior to a final decision, Councilmembers will refrain from any contacts pertaining to the item, other than clarifying questions directed to City staff.
7) Written Findings Required
On any matter for which state law or City ordinance requires the preparation of written findings, the staff report and other materials submitted on the matter will contain findings proposed for adoption by the Council. Any motion directly or impliedly rejecting the proposed findings must include a statement of alternative or modified findings or a direction that the matter under consideration be continued for a reasonable period of time in order for staff to prepare a new set of proposed findings consistent with the evidence which has been presented and the decision which is anticipated. 8) Rules of Evidence
Council hearings need not be conducted according to formal rules of evidence. Any relevant evidence may be considered if it is the sort of evidence upon which responsible persons rely in the conduct of serious affairs. The presiding officer may exclude irrelevant or redundant testimony and may make such other rulings as may be necessary for the orderly conduct of the proceedings while ensuring basic fairness and full consideration of the issues involved. Evidentiary objections shall be deemed waived unless made in a timely fashion before the Council.
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9) Councilmembers Who are Absent During Part of a Hearing A Councilmember who is absent from any portion of a hearing conducted by the Council may vote on the matter provided that he or she has watched the video record of the entire portion of the hearing from which he or she was absent and if she or he has examined all of the exhibits presented during the portion of the hearing from which he or she was absent. Councilmembers who were absent should state for the record that they have reviewed the proceedings and materials.
(b) Presenting at Quasi-Judicial Hearings
In the case of a quasi-judicial hearing, single applicants and appellants shall be given 10 minutes for their opening presentation and 3 minutes for rebuttal before the hearing is closed. In the case of a quasi-judicial hearing for which there are two or more appellants, the time allowed for presentation and rebuttal shall be divided among all appellants, and the total time allowed for all appellants shall be a total of twenty minutes for the opening presentation and six minutes for rebuttal before the hearing is closed; however, each individual appellant shall be given a minimum of 5 minutes for presentation and 3 minutes for rebuttal. In the event a request is made and the need for additional time is clearly established, the Presiding Officer shall independently, or may upon advice of the City Attorney, grant sufficient additional time to allow an adequate presentation by the applicant or appellant.
(c) Submittal of Materials Directly to Council
If Councilmembers receive materials related to a quasi-judicial agenda item they should notify the City Clerk and the City Manager as soon as possible so that the materials can be placed in the official record and distributed to all Councilmembers, parties to the proceeding, staff and the public.
* * *
SECTION 5 - HOW THE PUBLIC ENGAGES WITH THE CITY COUNCIL
5.1 Public Participation During City Council Meetings
Overview
The Council welcomes members of the public to participate in meetings through public comment opportunities. It is the policy of the Council to assure that members of the public have the opportunity to speak to any regular or special meeting agenda item before final action. These rules are intended to enhance public participation and Council debate so that the best possible decisions can be made for Palo Alto. Palo Alto has a long and proud tradition of open government and civil, intelligent public discourse.
Open government meetings must allow everyone to be heard without fear of cheers or jeers. For these reasons, the Council takes these rules seriously. Disruptive or unruly behavior in violation of the law can result in removal from the Council meeting and/or arrest and prosecution.
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(a) Access to Meetings
1) In-Person and Remote Participation
Council meetings are available in person in the Council Chambers and through an online meeting platform. Members of the public are welcome to attend the meeting in person or to join the online meeting platform.
2) Translators
Speakers may bring a translator as needed and will be allotted additional time, as appropriate.
3) ADA Access
Palo Alto makes every reasonable effort to accommodate the needs of the disabled consistent with law. Any provision of these rules may be modified if needed to provide reasonable accommodation. Persons needing assistance should contact: the City Clerk, City of Palo Alto, 650- 329-2571 (voice) or email at
[email protected]@cityofpaloalto.org. 4) The Council does not allow members of the public to activate their personal video during their public comments. The Council also does not offer remote participation during the General Public Comment (on items not on the agenda) section during Council meetings. (b) Summary of Rules for Public Participation
Every regular Council agenda has two different kinds of opportunities for the public to speak.
The first is during General Public Comment. The second is during the public comment or public hearing portion of each agenda item.
1) General Public Comment
This part of the meeting is provided so that the public can speak to any subject that is in the Council’s jurisdiction, when there is no item listed on the agenda on that topic. Per meeting, the Council limits the time for General Public Comment to up to 30 minutes initially and allows the presiding officer to move additional General Public Comment to the end of the meeting agenda. State law does not permit the Council to act on or discuss an item raised at that meeting in General Public Comment. Councilmembers shall not enter into debate with speakers, but Councilmembers may ask brief clarifying questions and may ask City staff to follow up on any concerns raised. Remote participation will not be available during the General Public Comment section of the agenda. 2) Public comment or public hearing portion of each agenda Item The Brown Act requires the opportunity for public comment on all listed agenda items, except ceremonial items, procedural items (Agenda Changes and Deletions) and brief announcements (City Manager Comments and Councilmember Questions, Comments and Announcements). Public comments or testimony must be related to the matter under consideration.
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(c) Time Limits
1) Individual Speakers
The presiding officer may announce the time that each speaker may use. The Council generally allows 3 minutes per speaker, but a shorter time may be designated when there are many speakers, numerous items on the agenda, or items anticipated to be lengthy. For example, if there are fewer than 10 speakers, the presiding officer may allow speakers 3 minutes to speak. Or if there are more than 10 speakers, then the presiding officer may choose to reduce the time for each speaker.
2) Spokesperson for a Group
When a group of people wishes to address the Council on the same subject matter, they may designate a spokesperson to address the Council. Spokespersons are subject to the same time limits as other speakers, except that spokespersons who are representing a group of five or more people who have requested to speak and are verified as present in the Council Chambers or online will be allowed 10 minutes and will, to the extent practical, be called upon ahead of individual speakers. If the presiding officer reduces the speaking time for individual speakers, the total speaking time for a spokesperson will also be reduced as determined by the presiding officer.
3) Public Comment on Consent Agenda (repeat of Section 3.8d) Members of the public wishing to speak to items on the Consent Calendar shall be permitted to speak prior to Councilmember requests to remove an item or the vote to adopt the Consent Calendar. Members of the public who wish to speak to Consent Agenda items will receive the time limit set by the presiding officer (a total of 3 minutes or less) to speak to all Consent Agenda items of interest regardless of the number of items of interest.
(d) Gaining Permission to Speak
Any person who wants to make a spoken public comment on an item on the Council agenda can do so if they are attending either in person or virtually. If attending in person, members of the public should fill out a speaker card and hand it in to the City Clerk prior to the end of the staff presentation. Members of the public participating virtually should use the “raise hand” function in the online meeting platform, or if participating via phone, hit *9 to notify the Clerk that they wish to speak. The Clerk will provide the names of the speakers to the Mayor or Vice Mayor so that the speakers can be identified and organized in an orderly way.
The presiding officer will endeavor to identify in advance the time when public comment cards will no longer be accepted.
(e) Public Decorum During Meeting
The presiding officer at Council meetings (usually the Mayor or Vice-Mayor) is authorized and required to “preserve strict order and decorum.” (PAMC section 2.04.080(b).) This is important in order to assure a fair opportunity for everyone to participate in an open and civil setting. 1) No person, other than a Councilmember and the person having the floor, shall be permitted to speak without the permission of the presiding officer.
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2) All remarks should be addressed to the Council as a body and not to any individual member or staff person.
3) No person, besides staff or the Council, shall enter the staff area of the Council dais without the permission of the presiding officer or appropriate Council Appointed Officer.
4) The Palo Alto Municipal Code makes it unlawful for any person to: (1) Disrupt the conduct of a meeting; (2) Make threats against any person or against public order and security while in the Council Chambers; (3) Use the Council Chambers during meetings for any purpose other than participation in or observation of Council Meetings.
Any Councilmember may appeal the presiding officer’s decision on a decorum violation to the full Council. Decorum violations are a misdemeanor and may lead to a person being removed from the Council meeting. (PAMC sections 2.04.120, 2.04.150.) (f) Record of Speakers
1) Persons wishing to address the Council within the meeting room, shall use the microphone provided for the public. All public speakers, whether in person or virtual participants shall speak in a recordable tone, either personally or with assistance, if necessary.
2) Speakers are requested to state their name but cannot be compelled to do so as a condition of addressing the Council.
(g) End of Public Comment After a Council Motion
Following the time for public input and once the matter is returned to the Council no person shall address the Council without first securing the permission of the presiding officer to do so, subject to approval of the City Attorney with respect to any hearing required by law. * * *
SECTION 6 - CITY COUNCIL QUESTIONS ON AGENDA-RELATED ITEMS In order to facilitate open government, all Councilmembers should make decisions with the same information from Staff on agendized or soon-to-be agendized items (i.e., items on the tentative agenda or in a Council Committee). The Council adopted protocols provide a framework for the policy on e-mail communications between Councilmembers and staff on agenda-related items, including the following:
6.1 Submit Questions on Council Agenda Items Ahead of the Meeting In order to focus the Council meetings on consideration of policy issues and to maintain an open forum for public discussion, questions which focus on the policy aspects of agenda items should be discussed at the Council meeting rather than in one-on-one communications with staff prior to the meetings. Any clarifications or technical questions that can be readily answered can be handled before the meeting. Councilmembers are encouraged to submit their questions on agenda items to Item 12
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the City Manager or other appropriate Council Appointed Officer by 5:00 p.m. the Wednesday prior to the meeting so staff can be prepared to respond before or at the Council meeting. If a staff report is incomplete by 5:00 p.m. Thursday, there will be an extension to submit Council questions until 5:00
p.m. Friday. Councilmembers are strongly discouraged from asking questions already addressed in the staff report.
6.2 City Council emails for Agenda-Related Items Procedure (a) Councilmembers should direct any questions on staff reports and agenda items only to the City Manager or designee. Questions on reports from the City Auditor, City Attorney, or City Clerk should be directed to the appropriate Council Appointed Officer. (b) Councilmembers should submit questions on agenda items no later than 5 p.m. on the Wednesday prior to the Council meeting at which the item will be discussed. Staff will make best reasonable efforts to post written responses to timely-submitted questions by Thursday 5 p.m.
Any questions received after 5 p.m. on the Wednesday before the meeting may be responded to via e-mail, or alternatively, will be responded to at the Council meeting. (c) Staff will not engage in “dialogues” with individual Councilmembers regarding questions; however, follow-up questions to initial questions will be responded to at the Council meeting. (d) Staff will give highest priority to responding prior to the Council meeting via e-mail only on items on the Consent Agenda. Questions which address the policy aspects of the item on the Council agenda will not be responded to prior to the meeting, although Staff welcomes such questions in advance of the meeting in order to prepare for the Council and public discussion. Technical and clarifying questions on non-Consent Calendar items will be responded to as time permits. (e) If the staff will be responding to a Councilmember’s Consent Agenda question at the meeting rather responding to the question via e-mail, Staff will inform the Councilmember as early as possible after receipt of the question(s).
(f) Questions and all staff-prepared responses will be forwarded to all Councilmembers as well as posted online for public review of Council agenda questions and staff responses. Staff will include the name of the Councilmember posing the questions in the “subject” field of the e-mail response.
(g) Copies of all Councilmember agenda questions and staff responses will be emailed to the Council and posted publicly on the meeting agenda. If staff responses are not released until the meeting date, they will be provided in printed form at the dais. * * *
SECTION 7 – COUNCIL VALUES AND ANNUAL COUNCIL PRIORITIES Item 12
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(a) Council Values
In November 2022, the Council adopted a set of values as described here:
The Palo Alto City Council holds these values to help guide decisions that:
1) Balance revenues and expenses, now and in the future. 2) Are environmentally sustainable.
3) Integrate equity into our decisions, considering how decisions affect people differently based on their identity or circumstances.
4) Make decisions that create a healthy, safe and welcoming community for all. 5) Safeguard public trust through transparent practices and open communication. 6) Embrace innovation.
(b) Annual Council Priorities
Priorities Background and Definition
The Council adopted its first Council priorities in 1986. Each year the Council reviews its priorities at its Annual Council Retreat. On October 1, 2012 the Council formally adopted the definition of a Council priority, and the Council’s process and guidelines for selection of priorities.
There is a goal of no more than three to four priorities per year and priorities generally have a two- to three-year time limit. Council can identify two to three specific objectives within a priority.
A Council priority is defined as a topic that will receive particular, unusual and significant attention during the year. This varies from a Council value which is defined as an enduring goal and intention to guide the work of the Council. The values (shared above) allow the Council to maintain these enduring intentions while also selecting annual priorities that reflect shorter- term projects and goals.
Purpose
The establishment of Council priorities will assist the Council and staff to better allot and utilize time for discussion and decision making.
Process
In advance of the annual Council Retreat, staff will solicit input from the Council on the priorities to be reviewed and considered for the following year.
1) Councilmembers may submit up to three priorities.
2) Priorities should be submitted no later than December 1. 3) As applicable, the City Manager will contact newly elected officials for their input by December 1.
4) The City Manager and the City Clerk will solicit for the public to share proposed priorities prior to the Council retreat. The Policy and Services Committee shall recommend to the Council which suggestions if any shall be considered at the Council retreat.
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5) Staff will collect and organize the recommended priorities into a list for Council consideration and provide to Council in the packet for the Council retreat.
6) If needed, the Policy and Services Committee, each year at its December meeting, shall make recommendations about the process that will be used at the Annual Retreat paying particular attention to the number of priorities suggested by Councilmembers. The recommended process is to be forwarded to Council for adoption in advance of the Council retreat.
* * *
SECTION 8 - PROCEDURES AND PROTOCOLS REVIEW AND ENFORCEMENT
8.1. Review and Update of the Handbook
Every odd year, the Policy and Services Committee shall initiate a review and update of the Procedures and Protocols Handbook and may make recommendations to Council. Council will review the Handbook and the recommendations of Policy and Services and approve updates as appropriate.
The Council will not politicize these procedural issues.
8.2. Commitment to Follow the Procedures and Protocols Handbook Councilmembers have the primary responsibility to assure that these procedures and protocols are understood and followed, so that the public can continue to have full confidence in the integrity of government. As an expression of the standards of conduct expected by the Council for Councilmembers, the procedures and protocols are intended to be self-enforcing. They are most effective when members are thoroughly familiar with them and embrace their provisions. For this reason, Councilmembers entering office shall sign a statement affirming they have read and understood the Council procedures and protocols.
8.3 Procedures for Enforcement
When a concern arises regarding a Councilmember’s conduct, the concerned Councilmember or members are encouraged, where possible, to raise and attempt to resolve the concern at the lowest possible level, such as through one-on-one direct conversations (consistent with the Brown Act) or through the Mayor.
Under circumstances where Councilmembers believe that actions by another Councilmember are inconsistent with federal, state or local law, this Handbook, or any other document adopted by the Council, and that those actions require formal review and potential Council response, a public discussion and potential disciplinary action are available steps for review and enforcement. The following enforcement procedures are intended for serious or ongoing concerns that are not amenable to resolution through informal means.
(a) Purpose. This policy provides the mechanism by which the Council may adopt a resolution of censure or take other disciplinary action expressing the Council's disapproval of the conduct of a Councilmember if the Council finds, subject to the procedures set forth herein, that a Councilmember's conduct violates federal, state or local law, this Handbook, or any other Item 12
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document adopted by the Council.
(b) Types of Disciplinary Actions. This section refers to the following types of disciplinary actions:
(1) Admonition. An admonition is a warning or reminder. Council may direct an admonition to any or all members of the Council, reminding them that a particular type of behavior is in violation of law or City policy, and that if it occurs or recurs, could make a member subject to a reprimand or censure. An admonition does not necessarily require an investigation or separate hearings to determine whether an allegation is true. However, while an admonition may be issued by the Council prior to a formal investigation or any findings of fact regarding allegations, a significant factual basis should exist before issuing an admonition. In general, Council will provide its members with an opportunity to respond to the alleged violation before taking any action, including issuing an admonition.
(2) Informal Reprimand and Direction to Correct. An informal reprimand is a reprimand directed to a Councilmember or members based on a particular action or set of actions that the Council determines violates law or City policy but is considered to be not sufficiently serious to require formal censure. The Council may include direction to the subject Councilmember or members to correct the particular behavior or the result of the behavior that violated law or City policy.
(3) Resolution of Censure. Censure is a formal statement of disapproval expressed through a resolution. Censure is the strongest sanction available to Council, and is typically reserved for serious or recurring conduct, such as conduct that has substantially disrupted Council’s work, brought approbation on the City, or damaged public trust in City government. A resolution of censure may include the imposition of sanctions against the Councilmember, as allowed by law. Such sanctions may include, for example, removal from a committee or restrictions on City-related travel privileges. (c) Procedures. The following procedures are intended to guide Council to reach accurate and appropriate conclusions in an expeditious manner, while providing fairness and transparency for all Councilmembers and the public. Council will endeavor to adhere to these procedures, except where extraordinary circumstances require alternative steps be taken. In all cases, an opportunity to be heard will be afforded to any Councilmember who may be subject to informal reprimand or censure. (1) Should two or more Councilmembers believe that actions by a Councilmember are inconsistent with federal, state or local law, this Handbook, or any other document adopted by the Council , those Councilmembers may use a Colleagues’ Memo to schedule public discussion of the matter at an upcoming Council meeting. A Colleagues’ Memo may initiate a discussion of Councilmember conduct and Council expectations, may propose that Council protocols be clarified or a new protocol be included in this Handbook, or may propose initiation of disciplinary action. Proposed disciplinary actions may include admonition, informal reprimand, direction to correct, and/or censure.
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(2) If a Colleagues’ Memo proposes discipline of a Councilmember, the Memo must contain the specific charges on which the proposed discipline is based. Completed Council Colleagues’ Memos shall be provided to the City Clerk’s staff by noon on the Thursday 11 days prior to the Council meeting that the memo is intended to be agendized, to provide time for the City Clerk to process for the Council packet. The City Clerk will provide a copy of the Colleagues’ Memo to the Councilmember who is the subject of the memo no later than the Thursday 11 days prior to the meeting at which the memo is agendized. (3) The Councilmember who is the subject of the proposed disciplinary action may address the matter in writing or at the Council meeting or both. If the Councilmember submits written materials, those must be published in a supplemental packet, no later than 72 hours before the meeting.
(4) During the Council meeting at which the Colleagues’ Memo is agendized, the Council will decide, by majority vote, whether:
(i) A formal disciplinary hearing should be agendized for a future Council meeting;
(ii) Further investigation of the allegations is required; (iii) Further investigation is not warranted and an admonition should be issued;
(iv) Council’s procedures and protocols should be clarified or a new procedure or protocol should be introduced; or
(v) No further action is necessary.
(5) If the Council determines that further investigation is required, the Mayor (or the Vice Mayor if the Mayor is the subject of the proposed disciplinary action) may designate an ad hoc committee to conduct the investigation. The Council or the ad hoc committee may select an independent investigator to assist in conducting the investigation. The independent investigator would be managed by the ad hoc committee or other official designated by Council. The ad hoc committee shall review the findings of the investigation and arrive at a recommendation to Council. The ad hoc committee should proceed as promptly as reasonably possible.
(6) Upon receipt of the report of the ad hoc committee, the City Clerk shall place the matter on the Council's next agenda in order for the Council to receive the committee report and determine appropriate next steps. If the Council decides to set the matter for censure hearing, it shall schedule the hearing as soon as possible but no sooner than three weeks after its determination to hear the matter. Council shall give due consideration to requests from the subject Councilmember for additional time to prepare. The Council shall not schedule the matter during any previously scheduled excused absence of the subject Councilmember.
(7) The Mayor (or the Vice Mayor if the Mayor is the subject of the proposed disciplinary action) will designate a Councilmember responsible for preparing and submitting to the City Clerk a censure resolution and supporting materials. Final materials shall be submitted to the Clerk by noon on the Thursday 11 days prior to the Council meeting that the hearing is intended to Item 12
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be agendized, to provide time for the City Clerk to process the materials for the Council packet. The Councilmember assigned to prepare the materials will submit the draft resolution and supporting materials to the City Attorney’s Office no later than the Thursday 18 days before the hearing, to give the City Attorney’s Office adequate time to review the materials before publication. The City Clerk shall deliver written notice of the hearing, along with the report, proposed resolution, and supporting materials, to the Councilmember subject to the censure by close of business on the Thursday 11 days prior to the Council meeting for which the hearing is agendized.
(8) The Councilmember who is the subject of the proposed disciplinary action may address the matter in writing or at the hearing or both. If the Councilmember submits written materials, those must be submitted in time to be published in a supplemental packet no later than 72 hours before the hearing.
(9) At the disciplinary hearing, the Councilmember who is the subject of the request for disciplinary action shall have the opportunity to rebut the allegations in the censure resolution and to question any known complainants or witnesses if they agree to be questioned. The member subject to the charges may be represented and may have the representative speak or ask questions on their behalf. The questioning or cross-questioning of witnesses may be reasonably limited by the Mayor (or Vice Mayor if the Mayor is the subject of the proposed disciplinary action). Testimony shall be taken only from witnesses having direct knowledge of facts or circumstances relevant to the specific charges under consideration. However, the rules of evidence and judicial procedure applicable in courts of law shall not be apply to this hearing, and the procedures shall be generally informal.
(d) Disciplinary Action. If, at the close of the hearing, a majority of the Council finds that the subject member's conduct violates federal, state or local law, this Handbook, or any other document adopted by the Council, the Council may take one or more of the following actions:
(1) Issue an Admonition. An admonition may be directed to any or all members of the Council, reminding them that a particular type of behavior is in violation of law or City policy.
(2) Issue an Informal Reprimand with possible Direction to Correct. An informal reprimand may be issued to a Councilmember or members based on a particular action or set of actions that the Council determines violates law or City policy but is considered to be not sufficiently serious to require formal censure. The Council may include direction to the subject Councilmember or members to correct the particular behavior or the result of the behavior that violated law or City policy.
(3) Adopt a Formal Resolution of Censure, with or without additional sanctions. The Council may adopt a resolution of censure based on clear and convincing facts supporting the allegations of misconduct giving rise to the censure. A resolution of censure may include the imposition of sanctions against the Councilmember as a majority of the Council deems appropriate, as allowed by law. Such sanctions may include, for example, removal from a committee and/or restrictions on City-related travel privileges.
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PART II: CITY COUNCIL PROTOCOLS
The citizens, businesses and organizations of the city are entitled to have fair, ethical and accountable local government, which has earned the public’s full confidence for integrity. To this end, the City Council has adopted Council Protocols and this Code of Ethics for members of the City Council to assure public confidence in the integrity of local government and its effective and fair operation.
SECTION 1 – CITY COUNCIL CONDUCT
1.1 Positive Work Place Environment
Members shall support the maintenance of a positive and constructive work place environment for City employees and for citizens and businesses dealing with the City. Members shall recognize their special role in dealings with City employees to in no way create the perception of inappropriate direction to staff.
1.2 Comply with Law
Members shall comply with the laws of the nation, the State of California and the City in the performance of their public duties. These laws include but are not limited to: the United States and California constitutions, the city Charter, laws pertaining to conflicts of interest, election campaigns, financial disclosures, employer responsibilities and open processes of governments and City ordinances and policies.
(a) Respect for Process
Members shall perform their duties in accordance with the processes and rules of order established by the Council governing the deliberation of public policy issues, meaningful involvement of the public and implementation of policy decisions of the Council by City staff.
1.3 City Council Core Responsibilities (exist. Protocol Sec. 1) All members of the Council, including those serving as Mayor and Vice Mayor, have equal votes. No Councilmember has more power than any other Councilmember, and all should be treated with equal respect.
(a) All Councilmembers:
1) Demonstrate honesty and integrity in every action and statement 2) Comply with both the letter and spirit of the laws and policies affecting the operation of government.
3) Serve as a model of leadership and civility to the community 4) Inspire public confidence in Palo Alto government
5) Work for the common good, not personal interest
6) Prepare in advance of Council meetings and be familiar with issues on the agenda 7) Fully participate in Council meetings and other public forums while demonstrating respect, kindness, consideration, and courtesy to others 8) Do not politicize procedural matters such as minutes approval or agenda order for strategic purposes
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9) Participate in scheduled activities to increase Council effectiveness 10) Review Council procedures, such as these Council Protocols, at least annually 11) Represent the City at ceremonial functions at the request of the Mayor 12) Be responsible for the highest standards of respect, civility and honesty in ensuring the effective maintenance of intergovernmental relations 13) Respect the proper roles of elected officials and City staff in ensuring open and effective government
14) Provide contact information to the City Clerk in case an emergency or urgent situation arises while the Councilmember is out of town
1.4 General Member Conduct
Councils are composed of individuals with a wide variety of backgrounds, personalities, values, opinions, and goals. Despite this diversity, all have chosen to serve in public office in order to improve the quality of life in the community. In all cases, this common goal should be acknowledged even as Council may "agree to disagree" on contentious issues. (a) Conduct of Members
The professional and personal conduct of members must be above reproach and avoid even the appearance of impropriety. Members shall refrain from abusive conduct, personal charges or verbal attacks upon the character or motives of other members of the Council, boards and commissions, the staff or the public. Rude and unprofessional behavior are also unacceptable.
Councilmembers are expected to share factual information during meetings and within the public domain and Councilmembers should refrain from repeating false and misleading information. (b) In Public Meetings
1) Use Formal Titles
The Council should refer to one another formally during Council meetings as Mayor, Vice Mayor or Councilmember followed by the individual’s last name. Committee Meetings can be conducted less formally, at the discretion of the Committee Chair. 2) Practice Civility and Decorum in Discussions and Debate Difficult questions, tough challenges to a particular point of view, and criticism of ideas and information are legitimate elements of a free democracy in action. Be respectful of diverse opinions.
3) Honor the Role of the Presiding Officer in Maintaining Order and Equity Respect the Chair's efforts to focus discussion on current agenda items. Objections to the Chair's actions should be voiced politely and with reason, following the parliamentary procedures outlined in the Council Procedural Rules.
4) Demonstrate Effective Problem-Solving Approaches
Councilmembers have a public stage to show how individuals with disparate points of view can find common ground and seek a compromise that benefits the community as a whole. Councilmembers are role models for residents, businesspeople and other stakeholders involved in public debate.
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5) Be Respectful of Other People's Time
Stay focused and act efficiently during public meetings. (c) In Private Encounters
1) Treat Others as You Would Like to be Treated
Ask yourself how you would like to be treated in similar circumstances, and then treat the other person that way.
1.5 Decisions Based on Merit
Members shall base their decisions on the merits and substance of the matter at hand, rather than on unrelated considerations.
1.6 Advocacy
(a) Representation of Private Interests
In keeping with their role as stewards of the public interest, members of Council shall not appear on behalf of the private interests of third parties before the Council or any other board, commission or proceeding of the City, nor shall members of boards and commissions appear before their own bodies or before the Council on behalf of the private interests of third parties on matters related to the areas of service of their bodies. (b) Advocacy
Members shall represent the official policies or positions of the Council, board or commission to the best of their ability when designated as delegates for this purpose. When presenting their individual opinions and positions, members shall explicitly state they do not represent their body or the City, nor will they allow the inference that they do. (c) Council Voting Delegate Authority at Conferences / Annual Meetings The Council may authorize a Councilmember to act as the voting delegate at conferences or meetings of other bodies, including, but not limited to, the League of California Cities annual conference, National League of Cities conference, and the Association of Bay Area Governments (ABAG) annual meeting. Prior to the conference / meeting, the Council may provide the voting delegate with specific direction on proposed resolutions and other matters. When provided specific direction, the voting delegate’s authority is limited to matters on which the Council has directed the delegate to vote. In the absence of explicit direction, when the Councilmember is aware of a prior position the Council has taken, the Councilmember will adopt that position. (d) Be Cautious in Representing City Positions on Issues Before sending correspondence related to a legislative position, check with City staff to see if a position has already been determined. When corresponding with representatives of other governments or constituents remember to indicate, if appropriate, that the views you state are your own and may not represent those of the full Council.
As a Councilmember, it is important to remember to indicate when the views you state are your own versus views which represent those of the full Council. This is relevant whether sending Item 12
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correspondence related to a legislative position or corresponding with constituents or representatives of other governmental agencies or organizations.
Councilmembers appointed to regional boards, commissions, or agencies shall stay informed of any positions adopted by Council relevant to the jurisdiction of the Board and shall consider such positions along with other pertinent information in carrying out their duties on the regional body.
In the case where a Councilmember is speaking publicly on an issue on which Council has taken a position, and that Councilmember also serves on a regional body that has also taken a position, , the Councilmember should clearly state whether they are speaking on behalf of the City or the regional body.
(e) Use of City Letterhead
Official Mayor/ Council letterhead should only be used for correspondence signed by the Mayor or Councilmembers when specifically directed by the Council or consistent with prior Council direction. This applies to the use of any stationery that could be interpreted as official letterhead.
1.7 Council Conduct with City Staff
Governance of a City relies on the cooperative efforts of elected officials, who set policy, and City staff, which analyze problems and issues, make recommendations, and implement and administer the Council’s policies. Therefore, every effort should be made to be cooperative and show mutual respect for the contributions made by each individual for the good of the community. (a) Treat All Staff as Professionals
Clear, honest communication that respects the abilities, experience, and dignity of each individual is expected. As with your Council colleagues, practice civility and decorum in all interactions with City staff.
(b) Channel Communications through the Appropriate Senior City Staff Questions of City staff should be directed only to the City Manager, Assistant City Manager, City Attorney, City Clerk, Assistant City Clerk, City Auditor, Senior Assistant City Attorneys, or Department Heads. The Office of the City Manager should be copied on any request to Department Heads. Councilmembers should not set up meetings with department staff directly, but work through Department Heads, who will attend any meetings with Councilmembers.
When in doubt about what staff contact is appropriate, Councilmembers should ask the City Manager for direction. However, nothing in these protocols is intended to hinder the access Council-appointed liaisons (e.g. to the San Francisquito JPA or NCPA) may require in order to fulfill their unique responsibilities.
(c) In order to Facilitate Open Government, All Councilmembers Should Make Decisions with the Same information from Staff on Agendized or Soon-to be-Agendized Items (Items on the Tentative Agenda or in a Council Committee)
(d) Never Publicly Criticize an Individual Employee, Including Council Appointed Officers.
Criticism is differentiated from questioning Facts or the opinion of staff. All critical comments about staff performance should only be made to the City Manager through private correspondence or
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conversation. Comments about staff in the office of the City Attorney, City Auditor or City Clerk should be made directly to these CAOs through private correspondence or conversation. (e) Do Not Attend Staff Meetings Unless Requested by Staff Even if the Councilmember does not say anything, the Councilmember’s presence may imply support, show partiality, intimidate staff, or hampers staff’s ability to do its job objectively. (f) Depend upon the Staff to Respond to Citizen Concerns and Complaints It is the role of Councilmembers to pass on concerns and complaints on behalf of their constituents. It is not, however, appropriate to pressure staff to solve a problem in a particular way. Refer citizen complaints to the appropriate senior staff member, according to the protocol on channeling communications. The senior staff member should respond according to the Policy and Procedure for Responding to Customer Complaints. Senior staff is responsible for making sure the Councilmember knows how the complaint was resolved. (g) Do not Solicit Political Support from Staff
The City Charter states that “Neither the city manager or any other person in the employment of the city shall take part in securing or shall contribute any money toward the nomination or election of any candidate for a municipal office.” In addition, some professionals (e.g., City Manager and the Assistant City Manager) have professional codes of ethics, which preclude politically partisan activities or activities that give the appearance of political partisanship.
Councilmembers shall refrain from coercing staff in making recommendations to the Council as a whole.
(h) Use of Public Resources
Councilmembers shall not use public resources, such as City staff time, equipment, supplies or facilities, for private gain or personal purposes.
1.8 Use of Staff Time
(a) Do Not Get Involved in Administrative Functions
The key provisions on Council-staff relations found in section 2.04.170 of the Palo Alto Municipal Code:
“Neither the council nor any of its committees or members shall direct, request or attempt to influence, either directly or indirectly, the appointment of any person to office or employment by the city manager or in any manner interfere with the city manager or prevent the city manager from exercising individual judgment in the appointment of officers and employees in the administrative service. Except for the purpose of inquiry, the council and its members shall deal with the administrative service solely through the city manager, and neither the council nor any member thereof shall give orders to any of the subordinates of the city manager, either publicly or privately.”
(b) Respect the “One Hour” Rule for Staff Work
Requests for staff support should be made to the appropriate senior staff member, according to the protocol for channeling communications. Any request, which would require more than one hour of staff time to research a problem or prepare a response, will need to be approved by the Item 12
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full council to ensure that staff resources are allocated in accordance with overall council priorities. Once notified that a request for information or staff support would require more than one hour, the Councilmember may request that the City Manager place the request on an upcoming Council agenda. The 1-hour rule applies to all Councilmembers equally. * * *
SECTION 2 - CITY COUNCIL CONDUCT WITH PALO ALTO BOARDS AND COMMISSIONS The City has established several Boards and Commissions as a means of gathering more community input. Citizens who serve on Boards and Commissions become more involved in government and serve as advisors to the Council. They are a valuable resource to the City’s leadership and should be treated with appreciation and respect. Councilmembers serve as liaisons to Boards and Commissions, according to appointments made by the Mayor, and in this role are expected to represent the full Council in providing guidance on Council processes or actions to the Board or Commission. Refrain from speaking for the full Council on matters for which the full council has not yet taken a policy position. In other instances, Councilmembers may attend Board or Commission meetings as individuals, and should follow these protocols:
2.1 If Attending a Board or Commission Meeting, Identify Your Comments as Personal Views or Opinions.
Councilmembers may attend any Board or Commission meeting, which are always open to any member of the public. Any public comments by a Councilmember at a Board or Commission meeting, when that Councilmember is not the liaison to the Board or Commission, should make a point to clearly state it is an individual opinion and not a representation of the feelings of the entire Council.
2.2 Refrain from Lobbying Board and Commission Members
It is inappropriate for a Councilmember to contact a Board or Commission member to lobby on behalf of an individual, business, or developer, or to advocate a particular policy perspective. It is acceptable for Councilmembers to contact Board or Commission members in order to better understand a position taken by the Board or Commission or the status of an ongoing matter.
2.3 Remember that Boards and Commissions are Advisory to the Council as a Whole, not as Individual Councilmembers
The Council appoints individuals to serve on Boards and Commissions, and it is the responsibility of Boards and Commissions to follow policy established by the Council. Councilmembers should not feel they have the power or right to unduly influence Board and Commission members. A Board and Commission appointment should not be used as a political reward.
2.4 Concerns about an Individual Board or Commission Member Should be Pursued with Tact If a Councilmember has concerns with a particular Board or Commission member fulfilling his or her roles and responsibilities and is comfortable in talking with that individual privately, the Councilmember should do so. If needed, the Councilmember may involve a Chair of a commission or the liaison to the commission if there is one. Alternatively, or if the problem is not resolved, the Councilmember should consult with the Mayor, who may address the issue to the Council as Item 12
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appropriate.
2.5 Be Respectful of Diverse Opinions
A primary role of Boards and Commissions is to represent many points of view in the community and to provide the Council with advice based on a full spectrum of concerns and perspectives.
Councilmembers may have a closer working relationship with some individuals serving on Boards and Commissions but must be fair to and respectful of all citizens serving on Boards and Commissions.
2.6 Keep Political Support Away from Public Forums
Board and Commission members may offer political support to a Councilmember, but not in a public forum while conducting official duties. Conversely, Councilmembers may support Board and Commission members who are running for office, but not in an official forum in their capacity as a Councilmember.
2.7 Maintain an Active Liaison Relationship
Appointed Council liaisons or alternates are encouraged to attend all regularly scheduled meetings of their assigned Board or Commission.
2.8 Role of Council Liaison to Board or Commission
The role of Council liaison to a Board or Commission is to be a point of contact with Council and a resource to the Board and Commission, as well as to share prior Council discussions and actions on issues as applicable, and assist the Board or Commission in understanding how it might inform Council decision-making. The liaison is expected to attend Board or Commission meetings as requested by the body unless the Councilmember has other conflicting duties. * * *
SECTION 3 - STAFF CONDUCT WITH CITY COUNCIL
3.1 Respond to Council Questions as Fully and as Expeditiously as is Practical The protocol for staff time devoted to research and response is in application here. If a Councilmember forwards a complaint or service request to a department head or a Council Appointed Officer, there shall be follow-through with the Councilmember as to the outcome.
3.2 Respect the Role of Councilmembers as Policy Makers for the City Staff is expected to provide its best professional recommendations on issues. Staff should not try to determine Council support for particular positions or recommendations in order to craft recommendations. The Council must be able to depend upon the staff to make independent recommendations. Staff should provide information about alternatives to staff recommendations as appropriate, as well as pros and cons for staff recommendations and alternatives
3.3 Demonstrate Professionalism and Non-Partisanship in all Interactions with the Community and in Public Meetings
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3.4 It is Important for the Staff to Demonstrate Respect for the Council at all Times All Councilmembers should be treated equally.
* * *
SECTION 4 - CITY COUNCIL AND BOARDS AND COMMISSIONS POLICY FOR TRAVEL AND
MISCELLANEOUS EXPENSE REIMBURSEMENT
4.1 Mayor and Vice Mayor Additional Compensation
The Mayor shall receive $150 monthly and the Vice Mayor $100 monthly to defray additional expenses of these offices.
4.24.1 Miscellaneous Expenditures
(a) Expenditure of City Council Contingency Funds
Requests for expenditure of Council Contingency Funds up to $10,000 should be made to the Mayor and Vice Mayor. Where the Mayor and Vice Mayor agree with the request, it will be announced during Councilmember Questions, Comments and Announcements. The expenditure will be considered approved unless two or more Councilmembers request additional information or discussion, in which case the expenditure will be agendized at a future meeting. Expenditures over $10,000 require action by Council motions, which shall be by Colleagues’ Memo placed on Consent, or as part of an agendized item.
(b) City Purchase of Tickets or Sponsorship of Non-Profit Organization Events The City Manager may purchase tickets or sponsor events by non-profit organizations, subject to budget availability, under any of the following circumstances:
1) where the event serves a City educational purpose,
2) recognition for work done by staff (not including elected or appointed officials), or 3) expending budget allocations specifically intended for event attendance. (c) Expenditure for Annual Holiday Event
Expenditures of up to $1,500 from the Council Special Events budget may be directed to be expended from an annual holiday celebration, subject to budget availability for attendance by Councilmembers, executive leadership staff, and community leaders. Event details will be coordinated by the Mayor and facilitated by staff.
4.34.2 Council and Boards and Commission Travel Policy
Councilmember travel expenses and reimbursements will adhere to the Citywide Travel Arrangements and Expense Reimbursement Policy (Administrative Policy 1-02/ASD) The following additional policy is set by the Council and applies to Councilmembers and to Board and Commissions members. In reimbursing travel and miscellaneous expenses, a municipal purpose requiring the expenditure of public funds must be in evidence; also, in accordance with the Charter and Municipal Code, such expenditures must be from authorized appropriations. Councilmembers are limited to six (6) times per year for travel reimbursements, subject to budget availability.
Councilmember travel will be approved by the Mayor.
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1) Given the City’s relationship with many Sister Cities and a Sibling City, there may be a need to send a Palo Alto delegation to another city abroad or within the United States related to Sister Cities, Sibling City, or shared interests between Palo Alto and another city abroad. The following will apply when a Councilmember travels abroad or domestically on behalf of the City as part of Sister City, Sibling City, or shared interests efforts. Note, such a trip would count towards the six (6) total tips cap described above.
The proposed travel must include an approved Pre-Travel Authorization Request for travel that explains how the travel will advance the City's interests or policy/Council objectives and a consideration of the cost/value relationship of the trip. The request should also explain why virtual attendance is not effective in that circumstance. The Council will be responsible for ensuring that visits to any individual city will be reasonably spaced apart. The Pre-Travel Authorization Request will be approved by the Mayor. If the Mayor is the requested traveler, the request will be approved by the Vice Mayor.
2) Annually, the total amount the Council will budget for international and domestic travel related to Sister Cities, Sibling City, or shared interests between Palo Alto and another city abroad will be capped at $40,000 with reasonable annual adjustments beyond 2024 to account for inflation.
This funding will be distributed equitably amongst Councilmembers who meet the guidelines above and express an interest to travel.
3) It is prohibited for the travelling Councilmember, Mayor, or Vice Mayor to accept hotel accommodations from Sister Cities, Sibling Cities, or Friendship Cities. When receiving other gifts from Sister Cities, Sibling Cities, or Friendship Cities, the Councilmember, Mayor, or Vice Mayor should use discretion and best judgment in accepting the gifts. (b) Support Services
The City Clerk’s Office makes travel arrangements for Councilmembers. This service includes conference registration, hotel reservations, per diem advances and reimbursement of unforeseen expenses. The department liaison for each board and commission will be responsible for arrangements for Officials.
(c) Activities Not Considered Reimbursable
1) Voluntary attendance at any conference or meeting, not representing the City. 2) Meetings of social or service organizations.
3) Meetings of voter groups or with individual citizens concerned with agenda items. 4) Election campaign activities.
5) Alcohol and entertainment expenses.
6)Personal portion of the trip and other non-mileage automobile expenses. (d) Reports to Council
Councilmembers and officials shall provide brief verbal reports on meetings attended at the City’s expense at the next regular Council/Board/Commission meeting. If multiple Officials attended, a joint report may be made. All related documents are subject to the Public Records Act and can be periodically reviewed by auditors.
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(e) Violation of This Policy
Use of public resources or falsifying expense reports is in violation of this policy and may result in any or all of the following:
1) Loss of reimbursement privileges
2) A demand for restitution to the City
3) The City reporting the expenses as income to the elected or appointed Official to state and federal tax authorities
4) Civil penalties of up to $1000 per day and three times the value of the resources used 5) Prosecution for misuse of public resources
* * *
SECTION 5 – CITY COUNCIL REIMBURSEMENT POLICY FOR EXPENSES INCURRED IN THE
PERFORMANCE OF THEIR OFFICIAL DUTIES
5.1 Purpose
This PolicySection establishes the guidelines and standards regarding reimbursement of actual and necessary expenses of the City Council incurred in the performance of official City duties.
Councilmembers may incur expenses in fulfilling the responsibilities as an elected official. All expenditures of public funds must be related to the performance of City business. Councilmembers may be reimbursed for actual and necessary expenses incurred in the performance of authorized City business and official duties in conformance with this Policy.
Reimbursement for travel and mMiscellaneous expenses Expenditures shall be governed by Section 4 – City Council and Boards and Commissions Policy for Travel and Miscellaneous Expense Reimbursement, as detailed in that Section.
5.1 Authorized Expenses
Communications tools (e.g., cellular phones, data plans, computers, and Internet access) are necessary for Councilmembers to fulfill their official responsibilities of communication with constituents, City staff, and others. In lieu of the City providing communication tools to each Councilmember, Councilmembers are expected to use personal devices in the course of their duties. (a) Technology Purchases Reimbursement
Councilmembers may be reimbursed for technology purchases that are essential for performing official duties. These purchases include, but are not limited to, computers, printers, printer ink, tablets, software, and subscriptions services (e.g., internet, Zoom, etc.).
If the technology purchase will be used exclusively for official business, the Councilmember will be reimbursed for all the actual cost of the purchase up to $2,000 each calendar year from the City Council Contingency Funding. A Councilmember is limited to one hardware item of the same type per Item 12
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term. If the City fully reimburses a Councilmember for a physical device, the device must be returned to the City at the end of the Councilmember's service. However, the City may allow the Councilmember to keep the device if it is determined that the device has no value or is no longer useful to the City.
If the technology purchase will be used for personal use as well as official business, Councilmembers will be reimbursed 25% of the actual cost of the purchase up to $2,000 each calendar year from the City Council Contingency Funding. Considering the difficulty in parsing out official use versus personal use in this circumstance, this shall be considered a reasonable amount to represent the reimbursement for actual costs associated with the technology purchase. (a) Cellular Phone Usage Reimbursement
Councilmembers will be reimbursed 25% of the actual total monthly cost of the use of their cellular phone up to $2,000 each calendar year from the City Council Contingency Funding. Considering the difficulty in parsing out official use versus personal use in this circumstance, this shall be considered a reasonable amount to represent the reimbursement for actual costs associated with the use of their cellular phone.
(b) Expenditures Requiring Council Approval
Except as set forth in this SectionSections 4 and 5, all other expenditures require prior approval by the Council at a public meeting. Any questions regarding the propriety of a particular type of expense should be resolved by the Council before the expense is incurred.
5.1 Monitoring and Reporting
All expenses and claims for reimbursement shall be submitted on City expense report forms within 60 days of the incurred expense. All expense reports shall be accompanied by documentation showing that the expenses comply with this Policy the policies set forth in this Manual for expenditure of public resources. Inability to provide such documentation in a timely manner may result in the expense being borne by the Councilmember. Reimbursements that do not comply with this policy will not be approved.
Expense reports are subject to audits. Approved reimbursements will be processed and issued within 30 days of approval.
* * *
SECTION 65 - Confidentiality, Conflicts of Interest, Gifts And Favors Members shall respect the confidentiality of information concerning the property, personnel or affairs of the City. They shall neither disclose confidential information without proper legal authorization, nor use such information to advance their personal, financial or other private interests. There are many State laws regarding confidentiality, conflicts of Interest, and gifts and favors. Councilmembers should stay apprised of and comply with State law on these topics.
Resource Links: will be added here.
Cal Cities Open & Public VI A Guide to the Ralph M. Brown Act https://www.calcities.org/resource/open-public-v-a-guide-to-the-ralph-m.-brown-act Item 12
Attachment A - Council
Protocols and Procedures
Manual December 2025
Redline
Item 12: Staff Report
Pg.
67 Packet Pg. 289 of 341
52 City Council Procedures and Protocols Handbook
Fair Political Practices Commission Conflict of Interest Rules https://www.fppc.ca.gov/learn/conflicts-of-interest-rules.html Fair Political Practices Statements of Economic Interest – Form 700 https://www.fppc.ca.gov/learn/conflicts-of-interest-rules.html Item 12
Attachment A - Council
Protocols and Procedures
Manual December 2025
Redline
Item 12: Staff Report
Pg.
68 Packet Pg. 290 of 341