Palo Alto City Council
March 9, 2026

CITY COUNCIL
Regular Meeting
Monday, March 09, 2026
Council Chambers & Hybrid
5:30 PM
Amended Agenda
Amended agenda items appear below in RED (Time Estimates Updated)

Palo

Alto

City

Council

meetings

will

be

held

as

“hybrid”

meetings

with

the

option

to

attend

by
teleconference

or

in

person.

Information

on

how

the

public

may

observe

and

participate

in

the
meeting

is

located

at

the

end

of

the

agenda.

The

meeting

will

be

broadcast

on

Cable

TV

Channel
26,

live

on

YouTube

https://www.youtube.com/c/cityofpaloalto
,

and

streamed

to

Midpen

Media
Center
https://midpenmedia.org
.

VIRTUAL PARTICIPATION

CLICK HERE TO JOIN

(
https://cityofpaloalto.zoom.us/j/362027238
)
Meeting ID: 362 027 238 Phone:1(669)900-6833

PUBLIC COMMENTS
General

Public

Comment

for

items

not

on

the

agenda

will

be

accepted

in

person

for

up

to

three
minutes

or

an

amount

of

time

determined

by

the

Chair.

General

public

comment

will

be

heard
for

30 minutes.

Additional

public

comments,

if

any,

will

be

heard

at

the

end

of

the

agenda.

Public

comments

for

agendized

items

will

be

accepted

both

in

person

and

via

Zoom

for

up

to
three

minutes

or

an

amount

of

time

determined

by

the

Chair.

Requests

to

speak

will

be

taken
until

5 minutes

after

the

staff’s

presentation

or

as

determined

by

the

Chair.

Written

public
comments

can

be

submitted

in

advance

to

[email protected]

and

will

be

provided

to
the

Council

and

available

for

inspection

on

the

City’s

website.

Please

clearly

indicate

which
agenda

item

you

are

referencing

in

your

subject

line.

Multiple

individuals

who

wish

to

speak

on
the

same

item

may

designate

a

spokesperson.

Spokespersons

must

be

representing

five

or

more
verified

individuals

who

are

present

either

in

person

or

via

zoom.

Spokespeople

will

be

allowed
up

to

10 minutes,

at

the

discretion

of

the

presiding

officer.

Speaking

time

may

be

reduced

if

the
presiding officer reduces the speaking time for individual speakers.

PowerPoints,

videos,

or

other

media

to

be

presented

during

public

comment

are

accepted

only
by

email

to

[email protected]

at

least

24 hours

prior

to

the

meeting.

Once

received,

the

Clerk

will

have

them

shared

at

public

comment

for

the

specified

item.

To

uphold

strong
cybersecurity

management

practices,

USB’s

or

other

physical

electronic

storage

devices

are

not
accepted.

Signs

and

symbolic

materials

less

than

2 feet

by

3 feet

are

permitted

provided

that:
(1)

sticks,

posts,

poles

or

similar/other

type

of

handle

objects

are

strictly

prohibited;

(2)

the
items

do

not

create

a

facility,

fire,

or

safety

hazard;

and

(3)

persons

with

such

items

remain
seated

when

displaying

them

and

must

not

raise

the

items

above

shoulder

level,

obstruct

the
view or passage of other attendees, or otherwise disturb the business of the meeting.

TIME ESTIMATES
Listed

times

are

estimates

only

and

are

subject

to

change

at

any

time,

including

while

the
meeting

is

in

progress.

The

Council

reserves

the

right

to

use

more

or

less

time

on

any

item,

to
change

the

order

of

items

and/or

to

continue

items

to

another

meeting.

Particular

items

may

be
heard

before

or

after

the

time

estimated

on

the

agenda.

This

may

occur

in

order

to

best

manage
the time at a meeting or to adapt to the participation of the public.

1 March 09, 2026
Materials submitted after distribution of the agenda packet are available for public inspection at www.paloalto.gov/agendas
.

CALL TO ORDER

CLOSED SESSION (5:30 - 6:00 PM)

AA1.

Public Employee Appointment
Title: City Attorney
Authority: Gov. Code Section 54957(b)
New Item Added

SPECIAL ORDERS OF THE DAY (6:00 - 6:10 PM)

1. Proclamation Recognizing March 2026 as Youth Arts Month

AGENDA CHANGES, ADDITIONS AND DELETIONS

PUBLIC COMMENT (6:10 - 6:40 PM)
Members of the public may speak in-person ONLY to any item NOT on the agenda. 1-3 minutes depending on number of speakers. Public Comment is limited to 30 minutes. Additional public comments, if any, will be heard at the end of the agenda.

COUNCIL MEMBER QUESTIONS, COMMENTS, ANNOUNCEMENTS (6:40 - 6:55 PM) Members of the public may not speak to the item(s).

STUDY SESSION (6:55 - 7:55 PM)

2. 51 Encina Avenue [25PLN-00312]. Request for Council Prescreening for a Zoning Text Amendment to Palo Alto Municipal Code Title 18 (Zoning) Section 18.18.070 (Floor Area Bonuses) and Section 18.18.080 (Transfer of Development Rights) to Expand Floor Area and Transfer of Development Right Benefits to Category 1 and 2 Buildings on the City's Historic Inventory in the CS Zone District. CEQA Status: Not a Project.

CONSENT CALENDAR (7:55 - 8:00 PM)
Items will be voted in one motion unless removed from the calendar by three Council Members.

3. Approval of Minutes from February 23, 2026 Meeting

2 March 09, 2026
Materials submitted after distribution of the agenda packet are available for public inspection at www.paloalto.gov/agendas
.

4. Appointment of 2026 Emergency Standby Council

5. Adoption of a Resolution Setting the Regular Meeting Times at 4:00pm for the Finance Committee and 6:00pm for the Policy & Services Committee; CEQA status - not a project.

6. Stanford University Medical Center (SUMC) Annual Report to Council for Fiscal Year 2025 (FY 2025)

7. Approval of Professional Services Contract No. C26194015 with Geosyntec Consultants, Inc. in an Amount Not to Exceed $795,965 for Design and Outreach Services for the City Park-Green Stormwater Infrastructure Project for the period of March 9, 2026 through March 31, 2028; CEQA Status – Exempt Pursuant to CEQA Guidelines Section 15306

Item
Removed Off Agenda

8. Approval of Contract Amendment No. 3 to Contract No. C23185922 with Kittelson & Associates, INC. to Increase Compensation by $17,000 to $350,945 and to Extend the Term for an Additional Six Months Through December 31, 2026, for the City's Bicycle and Pedestrian Transportation Plan Update; CEQA status - exempt under Public Resource Code section 21080.20.

9. FIRST READING: Adoption of an Ordinance Adding a New Section 18.70.105 (Noncomplying facility - De minimis exceptions) to Chapter 18.70 (Nonconforming Uses and Noncomplying Facilities) of Title 18 (Zoning) of the Palo Alto Municipal Code; CEQA Status: Exempt Pursuant to CEQA Guidelines Section 15061(b)(3) (Common Sense Exemption).

CITY MANAGER COMMENTS (8:00 - 8:15 PM)

BREAK (15 MINUTES)

ACTION ITEMS (Item 11: 8:30 - 9:45 PM)
Include: Report of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Report of Officials, Unfinished Business and Council Matters.

10. Receive Update and Provide Direction to Staff on the Implementation of Senate Bill 79 (2025) and Work Related to the Downtown Housing Plan. CEQA Status: Exempt Under CEQA Guidelines Section 15262.

Item Removed Off Agenda

11. Approval of City Council Values (as Recommended by Policy & Services Committee), 2026 Objectives, Ad Hoc Purpose Statements, and Committee Workplans

3 March 09, 2026
Materials submitted after distribution of the agenda packet are available for public inspection at www.paloalto.gov/agendas
.

CLOSED SESSION (9:45 - 10:30 PM)

12. CONFERENCE WITH LEGAL COUNSEL—POTENTIAL LITIGATION (four cases) Subject: Initiation of litigation in four cases, United States v. Minnesota, US District Court for the District of Minnesota, Case No. 25-CV-3798; United States v. City of Rochester, US District Court for the Western District of New York, Case No. 6:25-cv- 06226-FPG-MJP; United States v. City of Newark, et al., US District Court for the District of New Jersey, Case No. 2:25-cv-05081-EP-AME; United States v. City of New York, et al., US District Court for the Eastern District of New York, Case No. 1:25-cv-04084.

Authority: Government Code Section 54956.9(d)(4)

ADJOURNMENT

INFORMATION REPORTS
Information reports are provided for informational purposes only to the Council and the public but are not listed for action or discussion during this meeting’s agenda.

A.

Informational Report: Report from the National Policing Institute Regarding Palo Alto's RIPA Data (Racial and Identity Profiling Act of 2015); CEQA – Not a Project B.

Information Report on Sustainability and Climate Action Plan (S/CAP) Implementation, 2025 Quarters 3-4; CEQA Status - Not a Project
C.

Semi-annual Reports of Contracts Awarded by the City Manager, Procurement Officer or Other Designated Employees for the period of July 1, 2025, through December 31, 2025; CEQA Status- Not a Project.

OTHER INFORMATION
Standing Committee Meetings this week

Rail Committee March 10, 2026
Policy & Services Committee March 10, 2026

Public Comment Letters

4 March 09, 2026
Materials submitted after distribution of the agenda packet are available for public inspection at www.paloalto.gov/agendas
.

Schedule of Meetings

AMENDED AGENDA ITEMS

AA1.

Public Employee Appointment
Title: City Attorney
Authority: Gov. Code Section 54957(b)
New Item Added

7. Approval of Professional Services Contract No. C26194015 with Geosyntec Consultants, Inc. in an Amount Not to Exceed $795,965 for Design and Outreach Services for the City Park-Green Stormwater Infrastructure Project for the period of March 9, 2026 through March 31, 2028; CEQA Status – Exempt Pursuant to CEQA Guidelines Section 15306

Item
Removed Off Agenda

10. Receive Update and Provide Direction to Staff on the Implementation of Senate Bill 79 (2025) and Work Related to the Downtown Housing Plan. CEQA Status: Exempt Under CEQA Guidelines Section 15262.

Item Removed Off Agenda

PUBLIC COMMENT INSTRUCTIONS
Members

of

the

Public

may

provide

public

comments

to

teleconference

meetings

via

email,
teleconference, or by phone.

1. Written public comments
may be submitted by email to
[email protected]
.

2. For

in

person

public

comments

please

complete

a

speaker

request

card

located

on

the
table

at

the

entrance

to

the

Council

Chambers

and

deliver

it

to

the

Clerk

prior

to
discussion of the item.

3. Spoken

public

comments

for

agendized

items

using

a

computer

or

smart

phone

will

be
accepted

through

the

teleconference

meeting.

To

address

the

Council,

click

on

the

link
below to access a Zoom-based meeting. Please read the following instructions carefully. ◦
You

may

download

the

Zoom

client

or

connect

to

the

meeting

in-

browser.

If

using
your

browser,

make

sure

you

are

using

a

current,

up-to-date

browser:

Chrome

30 ,
Firefox

27 ,

Microsoft

Edge

12 ,

Safari

7 .

Certain

functionality

may

be

disabled

in
older

browsers

including

Internet

Explorer.

Or

download

the

Zoom

application

onto
your

smart

phone

from

the

Apple

App

Store

or

Google

Play

Store

and

enter

in

the
Meeting ID below.
◦
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may

be

asked

to

enter

an

email

address

and

name.

We

request

that

you
identify

yourself

by

name

as

this

will

be

visible

online

and

will

be

used

to

notify

you

5 March 09, 2026
Materials submitted after distribution of the agenda packet are available for public inspection at www.paloalto.gov/agendas
.

that it is your turn to speak.
◦
When

you

wish

to

speak

on

an

Agenda

Item,

click

on

“raise

hand.”

The

Clerk

will
activate

and

unmute

speakers

in

turn.

Speakers

will

be

notified

shortly

before

they
are called to speak.
◦
When

called,

please

limit

your

remarks

to

the

time

limit

allotted.

A

timer

will

be
shown on the computer to help keep track of your comments.

4. Spoken

public

comments

for

agendized

items

using

a

phone

use

the

telephone

number
listed

below.

When

you

wish

to

speak

on

an

agenda

item

hit

*9

on

your

phone

so

we
know

that

you

wish

to

speak.

You

will

be

asked

to

provide

your

first

and

last

name

before
addressing

the

Council.

You

will

be

advised

how

long

you

have

to

speak.

When

called
please limit your remarks to the agenda item and time limit allotted.

CLICK HERE TO JOIN
Meeting ID: 362-027-238 Phone: 1-669-900-6833
Americans

with

Disability

Act

(ADA)

It

is

the

policy

of

the

City

of

Palo

Alto

to

offer

its

public
programs,

services

and

meetings

in

a

manner

that

is

readily

accessible

to

all.

Persons

with
disabilities

who

require

materials

in

an

appropriate

alternative

format

or

who

require

auxiliary
aids

to

access

City

meetings,

programs,

or

services

may

contact

the

City’s

ADA

Coordinator

at
(650)

329-2550

(voice)

or

by

emailing

[email protected]
.

Requests

for

assistance

or
accommodations

must

be

submitted

at

least

24 hours

in

advance

of

the

meeting,

program,

or
service.

California

Government

Code

§84308
,

commonly

referred

to

as

the

"Levine

Act,"

prohibits

an
elected

official

of

a

local

government

agency

from

participating

in

a

proceeding

involving

a
license,

permit,

or

other

entitlement

for

use

if

the

official

received

a

campaign

contribution
exceeding

$500

from

a

party

or

participant,

including

their

agents,

to

the

proceeding

within

the
last

12 months.

A

“license,

permit,

or

other

entitlement

for

use”

includes

most

land

use

and
planning

approvals

and

the

approval

of

contracts

that

are

not

subject

to

lowest

responsible

bid
procedures

and

have

a

value

over

$50,000.

A

“party”

is

a

person

who

files

an

application

for,

or
is

the

subject

of,

a

proceeding

involving

a

license,

permit,

or

other

entitlement

for

use.

A
“participant”

is

a

person

who

actively

supports

or

opposes

a

particular

decision

in

a

proceeding
involving

a

license,

permit,

or

other

entitlement

for

use,

and

has

a

financial

interest

in

the
decision.

The

Levine

Act

incorporates

the

definition

of

“financial

interest”

in

the

Political

Reform
Act,

which

encompasses

interests

in

business

entities,

real

property,

sources

of

income,

sources
of

gifts,

and

personal

finances

that

may

be

affected

by

the

Council’s

actions.

If

you

qualify

as

a
“party”

or

“participant”

to

a

proceeding,

and

you

have

made

a

campaign

contribution

to

a
Council

Member

exceeding

$500

made

within

the

last

12 months,

you

must

disclose

the
campaign contribution before making your comments.

6 March 09, 2026
Materials submitted after distribution of the agenda packet are available for public inspection at www.paloalto.gov/agendas
.

City Council
Staff Report
Report Type: SPECIAL ORDERS OF THE DAY
Lead Department: City Clerk
Meeting Date: March 9, 2026
Report #:2601-5823
TITLE
Proclamation Recognizing March 2026 as Youth Arts Month

ATTACHMENTS
Attachment A: Youth Arts Month 2026
APPROVED BY:

Mahealani Ah Yun, City Clerk
Item 1
Item 1 Staff Report

Item 1: Staff Report
Pg.
1 Packet Pg. 7 of 291

YOUTH ARTS MONTH

WHEREAS, the City of Palo Alto is proud to proclaim March 2026 as Youth Arts Month in Palo Alto, as part of the Council for Art Education’s national observance to emphasize the importance of art education for all children and to encourage engagement in local art programs; and

WHEREAS, the City of Palo Alto’s Community Services Department and Library Department proudly support youth arts and offer a diverse array of educational materials and youth classes, including drawing, painting, ceramics, fiber arts, digital photography, fashion design, and mixed media; and

WHEREAS, the Community Services Department also proudly supports the Palo Alto Children’s Theatre, which serves the community with educational experiences in all aspects of performing arts, including year-round productions on multiple stages at the Children’s Theatre, multi-disciplinary performing arts classes and camps for youth ages two through high school, Magical Series spectrum and sens ory friendly performance s and class es, and the Teen Arts Council, providing free events f or teens throughout the school year. The Art Center engages thousands of children ranging from 18 months to 18 years with after-school and weekend art classes, family workshops, and summer camps in a variety of media , as well through their volunteer and Teen Leadership program and free Family Days . The Palo Alto Library Department provides hands-on creative arts and crafts programs for youth in our community as well as gallery space to youth artists; and

WHEREAS, over the past four to five decades, the City has partnered with the Palo Alto Unified School District to provide meaningful multi-disciplinary arts education programs to youth. These include the Children's Theatre outreach theater productions in all 12 PAUSD elementary schools, student matinee field trips, and PK-3 Dance in Schools classes, as well as new Joy of Singing and Joy of Musical Theatre classes. The Art Center offers Project Look, its field trip program; Creative Connections, its artists-in-the-schools initiative; and the annual Youth Art Exhibition, all designed to engage and inspire young artists in the community. These programs have engaged thousands of children annually and have won awards in the process, including two California State Superintendent's Awards for Excellence in Museum Education; and

WHEREAS, recognizing Youth Arts Month provides a forum to celebrate the valuable skills children foster through art education such as problem solving, creativity, curiosity, observation, and communication. By recognizing this celebration, we can further promote awareness, enth usiasm, and support for art education programs, which are an essential part of the educational curriculum for our students.

NOW, THEREFORE I, Vicki Veenker, Mayor of the City of Palo Alto, on behalf of the entire City Council , do hereby recognize March 2026 as Youth Arts Month in the City of Palo Alto.

Presented: March 9, 2026

______________________________
Vicki Veenker
Mayor

Proclamation
Item 1
Attachment A - Youth Arts
Month 2026

Item 1: Staff Report
Pg.
2 Packet Pg. 8 of 291

City Council
Staff Report
From: City Manager
Report Type: STUDY SESSION
Lead Department: Planning and Development Services
Meeting Date: March 9, 2026
Report #:2601-5833
TITLE
51 Encina Avenue [25PLN-00312]. Request for Council Prescreening for a Zoning Text Amendment to Palo Alto Municipal Code Title 18 (Zoning) Section 18.18.070 (Floor Area Bonuses) and Section 18.18.080 (Transfer of Development Rights) to Expand Floor Area and Transfer of Development Right Benefits to Category 1 and 2 Buildings on the City's Historic Inventory in the CS Zone District. CEQA Status: Not a Project.

RECOMMENDATION
Staff recommends that Council conduct a prescreening and provide informal comments regarding the applicant’s request to expand Floor Area Bonuses and Transfer of Development Right benefits to Category 1 and 2 buildings on the City's Historic Inventory in the CS Zoning District. Comments provided during the prescreening process are not binding on the City nor the applicant.

EXECUTIVE SUMMARY
This prescreening is a request by the applicant to expand floor area bonuses and transfer of development right benefits to Category 1 and 2 buildings on the City's Historic Inventory in the Service Commercial (CS) Zoning District. The project site at 51 Encina Avenue is a Category 2 Structure on the City’s Historic Inventory. It would be the only qualifying historic structure on the City’s inventory within this zone district with respect to this text amendment. Therefore, this text amendment would not affect any other properties unless another property in the CS District were upgraded to re-classify as a Category 1 or 2 Historic Structure. Project plans show a historic rehabilitation of the building, including improvements to accommodate four exam rooms and accessibility upgrades.

In accordance with Palo Alto Municipal Code (PAMC) Section 18.79.030(A), a prescreening review is required for legislative changes, including rezoning, prior to submittal of a formal application. Prescreenings are intended to solicit early feedback on proposed projects and, like all study sessions, cannot result in any formal action. Since this proposal may return to the City Item 2
Item 2 Staff Report

Item 2: Staff Report
Pg.
1 Packet Pg. 9 of 291

Council as a formal application, Councilmembers should refrain from forming firm opinions supporting or opposing the project.

Following this prescreening, the applicant may choose to file a formal application to amend the Zoning Code. Amendments to the Zoning Code require a review and recommendation by the Planning and Transportation Commission, and Council’s final decision as set forth in PAMC Chapter 18.80. Should Council determine that a change of the Zoning Code is appropriate, such change will be accomplished by ordinance.

BACKGROUND
Established in 1986, the transfer of development rights (TDR) program implements the Comprehensive Plan by encouraging seismic and historic rehabilitation of buildings within the Commercial Downtown (CD) district, including Planned Community (PC) properties formerly within the CD district. The program allows qualifying properties, known as sender sites, to receive a floor area bonus when they preserve a historic resource or complete seismic improvements. This bonus floor area represents unused development potential that can be transferred to another property, known as a receiver site, where it may be used to increase the allowable building floor area. Approximately 32,100 square feet of unused bonus floor area is currently available downtown.

In general, floor area bonuses and the TDR program work together to balance preservation and development goals. Floor area bonuses are granted to properties that provide a public benefit, such as historic preservation or seismic strengthening, allowing those sites to generate additional development capacity beyond what is otherwise permitted. Through the TDR program, this unused capacity may be transferred to eligible receiver sites, enabling additional development in appropriate locations while preserving and improving important historic or vulnerable buildings elsewhere. This approach directs growth toward designated areas while providing an economic incentive for property owners to maintain and rehabilitate existing structures. Specific eligibility criteria, transfer limitations, and calculation methods are provided in PAMC Sections 18.18.070 and 18.18.080.

Project Description
As detailed in the Project Description letter (Attachment B), the applicant states that the property owner is interested in expanding floor area bonuses and TDR benefits to Category 1 and 2 buildings on the City's Historic Inventory in the CS Zoning District. The purpose of the proposed amendment is to provide preservation-based development incentives that would help offset the costs associated with rehabilitating and adapting historic buildings for continued use. In this case, the applicant states that expanding access to these incentives would support the continued operation and expansion of Peninsula Healthcare Connection, Inc. within the existing historic structure.

The preliminary schematic drawings, included in Attachment C, illustrate the type of historic rehabilitation and accessibility improvements that the proposed text amendment is intended to Item 2
Item 2 Staff Report

Item 2: Staff Report
Pg.
2 Packet Pg. 10 of 291

facilitate. The drawings are conceptual and demonstrate how the building could be rehabilitated to accommodate modern medical office functions while preserving significant historic materials and features. Proposed improvements include installation of an accessible ramp at the rear of the structure, construction of accessible restrooms, and interior reconfiguration to meet accessibility standards and functional requirements for medical services, including exam rooms, counseling and staff areas, a waiting room, and a vitals check area.

These improvements reflect a reinvestment in the historic structure that aligns with the City's preservation goals. However, rehabilitation of historic buildings often involves higher costs due to accessibility upgrades, preservation requirements, and limitations on building expansion. The requested text amendment would allow the property to access TDR and floor area bonus incentives, which are intended to provide economic value that can help offset rehabilitation costs and support the long-term preservation and continued viable use of historic resources.

The conceptual plans therefore serve to illustrate the type of preservation-oriented rehabilitation that the proposed amendment is intended to enable.

Surrounding Uses
The project site is surrounded by commercial and office uses. To the south across Encina Avenue is Town and Country Village Shopping Center and its associated surface parking areas.

To the north is the Palo Alto Medical Foundation campus, which is developed with a three-story building. To the west are CS zoned office properties, including a five-story office building.

Across Urban Lane to the west is an additional one-story office building also zoned CS. Council recently reviewed a prescreening application for a multi-family housing development on the north parking lots for Town & Country. A Conditional Use Permit is also on file to change the use of 63 and 67 Encina Avenue from warehouse to eating and drinking use.

ANALYSIS
Staff will prepare a thorough analysis of the Zoning Code and Comprehensive Plan compliance upon submittal of a formal application, if filed. A review of the conceptual plans, below, summarizes staff’s preliminary review of the proposal and highlights key policy considerations associated with the applicant’s request.

Comprehensive Plan Compliance
The project site is designated Major Institution/Special Facilities, which accommodates institutional, academic, governmental, and community service uses that are publicly owned or operated by nonprofit organizations. The proposed amendment would not change the land use designation. Instead, it provides a preservation-based development incentive that supports continued use of the historic structure consistent with that designation.

The Comprehensive Plan supports preservation and adaptive reuse through Policy L-7.8, which states, “Promote adaptive reuse of old buildings.” The proposed code amendment advances Item 2
Item 2 Staff Report

Item 2: Staff Report
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this policy by expanding access to Floor Area Bonuses and Transfer of Development Rights, helping offset the financial constraints associated with rehabilitation. Comprehensive Plan Program L7.8.1 calls for expanding incentives for retention and rehabilitation in all zones and minimizing regulatory constraints. The amendment implements this direction by extending existing incentives to eligible historic resources in the CS District. Program L7.8.3 encourages innovative application of codes to older buildings, including use of the State Historical Building Code. Expanding development incentives is consistent with this approach and supports rehabilitation of historic resources.

Overall, the proposed amendment is generally aligned with the Comprehensive Plan’s goals and programs related to historic preservation and adaptive reuse. It advances adopted policies that encourage the retention, rehabilitation, and continued use of buildings with historic merit while maintaining consistency with the site’s land use designation.

Zoning Compliance
The property at 51 Encina Avenue is located within the Service Commercial (CS) zoning district.

The City provides development incentives to support the preservation, rehabilitation, and improvement of historic resources in a manner consistent with the Secretary of the Interior’s Standards for Rehabilitation. However, these incentives are limited in application. Properties listed in the Palo Alto Historic Inventory and eligible under PAMC Chapter 18.18, Downtown Commercial (CD) District, may utilize tools such as transfer of development rights and bonus floor area to encourage seismic upgrades and historic rehabilitation. Transfer of development rights may be retained for investment purposes or conveyed to a designated receiving site.

Because the subject property is zoned CS and is not located within the CD district, the owner is not eligible to access local incentives such as transfer of development rights or bonus floor area to help offset the cost of rehabilitation. Expanding the availability of transfer of development rights to this site would provide a site-specific incentive to support completion of the proposed historic rehabilitation while maintaining consistency with adopted preservation standards.

Historic Resource
The two-story vernacular Colonial Revival residence at 51 Encina Avenue, constructed in 1900, was designed and built for Mary Greer O'Brine, daughter of Captain John and Maria Louisa Soto Coppinger Greer. The land was part of the Ranch Rinconada del Arroyo de San Francisquito, an 1835 Mexican land grant to Maria Louisa's father Raphael Soto, a member of the De Anza expedition. What was once the oldest house in Palo Alto, the home of Captain John and Maria Louisa, built in 1862 and moved in 1869 to the adjacent Embarcadero Road site (the present Town and Country Village), was demolished in 1952. The only other remaining Greer home, also a Category 2 on the Inventory, is that of Mary's brother and his wife, Joseph F. and Mary Catherine Greer, built in 1905 and located at 1517 Louisa Court. The property was added to the Historic Inventory as a Category 2 on October 27, 1986 (Attachment A).

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The project consists of the historic rehabilitation of the building, including improvements to accommodate four exam rooms and accessibility upgrades in conformance with the Secretary of the Interior’s Standards for Rehabilitation. This proposed work would be reviewed in accordance with the ten Secretary's Standards for Rehabilitation upon a formal application submittal.

POLICY IMPLICATIONS
Prescreenings are intended to solicit early feedback on proposed projects and, like all study sessions, cannot result in any formal action. Therefore, informal comments from Councilmembers would not impact policy. If a formal application is submitted, additional analysis would be required to evaluate whether the TDR program should be further expanded to additional properties. The TDR program was established to encourage historic preservation and seismic rehabilitation in the commercial downtown district. While the program was expanded in 2003 and 2007 to include select residential areas in SOFA and City owned historic properties, Downtown has remained the primary receiving area to align incentives with planned growth.

It is important to note that the proposed text amendment would only affect one property, as 51 Encina Avenue is the only property in the CS Zoning District listed on the City’s Historic Inventory that would be eligible, given its Category 2 designation, as a sender site. Any transferable floor area generated would be eligible for use at receiver sites (CD District and/or properties in RT-35 or RT-50 district within SOFA). With approximately 32,100 square feet of TDR available, the addition of one sender site is not expected to substantially affect the overall supply. The site’s proximity to Downtown and commercial setting are generally consistent with the TDR program’s objectives to encourage historic preservation. While the text amendment is currently proposed to be limited to CS and therefore only affects a single property, expanding the eligibility to other commercial districts would require additional policy review to evaluate the number of eligible properties and potential impacts on the program.

Should the amendment not be adopted, the property would remain ineligible to use TDRs as an incentive to offset rehabilitation costs. While rehabilitation could still occur, preservation improvements may not be financially feasible without the financial benefits of TDRs. Approval of the amendment would allow participation by one additional historic property without substantially changing the program’s overall structure or eligibility for other sites.

FISCAL/RESOURCE IMPACT
Processing of this prescreening and any future formal application are funded by applicant fees.

Any formal application would also be subject to impact fees to address impacts of the proposed development on public services and infrastructure.

STAKEHOLDER ENGAGEMENT
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The Palo Alto Municipal Code requires notice of this public hearing be published in a local paper and mailed to owners and occupants of property within 600 feet of the subject property at least ten days in advance. Notice of a public hearing for this project was published in the Daily Post on February 26, 2026, which is 10 days in advance of the meeting. Postcard mailing occurred on February 24, 2026, which is 12 days in advance of the meeting.

ENVIRONMENTAL REVIEW
The prescreening is a preliminary review process in which Councilmembers may provide comment, but no formal action will be taken. Therefore, no review under the California Environmental Quality Act (CEQA) is required at this time. A full review in accordance with CEQA would be initiated with the formal filing of a development application.

ATTACHMENTS
Attachment A: Location Map
Attachment B: Applicant’s Description Letter
Attachment C: Project Plans
APPROVED BY:

Jonathan Lait, Planning and Development Services Director Item 2
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Bldg 1
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C_Lee Building
B_Jamplis _Building

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33 Encina Ave. Ste 103 | Palo Alto, CA 94301 | (408) 907-2699 | www.peninsualhacc.org City of Palo Alto Planning Department
250 Hamilton Avenue
Palo Alto, CA 94301
Subject: Request for Review of Text Amendment to Support Expansion of Peninsula Healthcare Connection, Inc.

Since our inception, Peninsula Healthcare Connection (PHC) has proudly served as a lifeline to some of the most vulnerable members of our community, providing essential healthcare services to those in need. Our services have grown significantly to meet the expanding demand, but our current facility has become insuMicient in size to eMectively accommodate our patient base and service oMerings.

To address this critical need, we seek to expand our operations into the adjacent space at 51 Encina Avenue. This expansion is pivotal for PHC to continue delivering quality care to those who rely on us. To make this vision possible, we kindly request your review and approval of the attached text amendment that would enable us to leverage historic Transfer of Development Rights (TDRs) as a means of raising the necessary funds for this project.

On behalf of Peninsula Healthcare Connection, we are proposing a text amendment to the Palo Alto Municipal Code.

We are requesting that Historical Category 1 & 2 buildings outside CD zones and SOFA, specifically located in the CS zone, be granted the same benefits as those provided under Chapter 18.18.070(a)(3) regarding Floor Area Bonuses for Historic Rehabilitation.

We are thrilled to have secured a long-term, 40-year lease for this property from Sutter Health/Palo Alto Medical Foundation (PAMF) and are deeply grateful for this opportunity. Additionally, we are working pro bono with The Hayes Group on preliminary planning and design, and we extend our heartfelt thanks to both Sutter Health/PAMF and The Hayes Group for their generous support.

Thank you for your consideration of this request. We are eager to work together to help ensure that PHC can continue its mission of providing compassionate, accessible healthcare to those who need it most.

Sincerely,
Eileen Richardson
President & CEO
Peninsula Healthcare Connection
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If you need assistance reviewing the above documents, please contact the Project Planner or call the Planner-on-Duty at 650-617-3117 or email [email protected]
Project Plans
In order to reduce paper consumption, a limited number of hard copy project plans are provided to Council members for their review. The same plans are available to the public, at all hours of the day, via the following online resources.

Directions to Review Project plans Online:

1. Go to: bit.ly/PApendingprojects

2. Scroll down to find “51 Encina Avenue” and click the address link

3. On this project-specific webpage you will find a link to the project plans and other important information
Direct Link to Project Webpage:
https://www.paloalto.gov/Departments/Planning-Development-Services/Current- Planning/Projects/51-Encina-Avenue
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City Council
Staff Report
Report Type: CONSENT CALENDAR
Lead Department: City Clerk
Meeting Date: March 9, 2026
Report #:2602-6013
TITLE
Approval of Minutes from February 23, 2026 Meeting

RECOMMENDATION
Staff recommends that the City Council review and approve the minutes.

ATTACHMENTS
Attachment A: February 23, 2026 Draft Action Minutes
APPROVED BY:

Mahealani Ah Yun, City Clerk
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CITY COUNCIL

DRAFT ACTION MINUTES

Special Meeting
February 23, 2026
The City Council of the City of Palo Alto met on this date in the Council Chambers and by virtual teleconference at 5:30 P.M.

Present In Person: Burt, Lauing, Lu, Lythcott-Haims, Reckdahl, Stone, Veenker Present Remotely:

Absent:

Call to Order

Closed Session

1. CONFERENCE WITH CITY ATTORNEY-POTENTIAL LITIGATION
Subject: Potential litigation regarding 156 North California Avenue, as set forth in letter(s) from Holland & Knight LLP dated September 3, 2025 Authority: Government Code Section 54956.9(d)(2)
Number of potential cases: 1, as Defendant
MOTION: Vice Mayor Stone moved, seconded by Council member Lauing to go into Closed Session.

MOTION PASSED: 7-0
Council went into Closed Session at 5:37 P.M.

Council returned from Closed Session at 7:23 P.M.

Mayor Veenker announced no reportable action.

Agenda Changes, Additions and Deletions

Public Comment

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2026 Draft Action Minutes

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DRAFT ACTION MINUTES

Sp. City Council Meeting
Draft Action Minutes: 02/23/2026
Council Member Questions, Comments and Announcements

Study Session

2. Status Report from the Oversized Vehicles (OSV) Ad Hoc Committee CEQA Status: Not a Project.

NO ACTION

Consent Calendar
MOTION: Council member Reckdahl moved, seconded by Council member Lythcott-Haims to approve Agenda Item Numbers 3-7.

MOTION PASSED: 7-0

3. Approval of Minutes from January 31, February 1, February 2, and February 9, 2026 Meeting

4. Approval of a Purchase Order with ABB Inc. for a Not -to-Exceed Amount of $389,862 to Procure Equipment and Services to Retrofit Ten (10) Existing VHK, Circuit Breakers for the Maybell Electric Substation. CEQA Status: Exempt Under CEQA Guideline 15302(c), Reconstruction of Existing Utility Facilities.

5. Approval of Professional Services Contract Number C26194078 with M.E. Simpson Co., Inc. in the Amount Not- to-Exceed $642,609 Water System Leak Detection Survey Services for a Period of Three Years. CEQA Status – Exempt under CEQA Guidelines Sections 15061(b)(2) and (b)(3).

6. Approval of Amendment No. 2 to Contract No. C25193187 with Universal Security Company for Fire Watch Services at City Hall in the Amount of $80,915 for a New Total Not-to-Exceed Amount of $301,667, and Approval of a Fiscal Year 2026 Operating Budget Amendment in the General Fund; CEQA status - Categorically Exempt under Sections 15301 and 15302

7. Approval of Amendment No. 1 to Contract No. S26196996 for One Year with Yosh Enterprises Inc. dba Orion Security for Track Watch Services at Four Grade Crossings in the Amount of $1,623,314 for a New Total Not -to-Exceed Amount of $1,708,314; Authorize the Negotiation and Execution of a Cost Sharing Agreement with Palo Alto Unified School District for $854,157; and Approval of a Fiscal Year 2026 Operating Budget Amendment in the General Fund; CEQA status - Not a project.

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Attachment A - February 23,
2026 Draft Action Minutes

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DRAFT ACTION MINUTES

Sp. City Council Meeting
Draft Action Minutes: 02/23/2026
City Manager Comments
Ed Shikada, City Manager

Action Items

8. FY 2026 Mid-Year Budget Review and Approve 1) Budget Amendments in Various Funds, and 2) a $10.0 Million Additional Discretionary Payment (ADP) from the PARS Pension Trust
MOTION: Councilmember Reckdahl moved, seconded by Mayor Veenker to:

1. Approve amendments to the Fiscal Year 2026 Budget Appropriation for the funds and capital projects identified in revised Attachment A, Exhibits 1 and 2 (requires 2/3 approval);

2. Consolidate the remaining $6.0 million in the Uncertainty Reserve with the Budget Stabilization Reserve (BSR) to streamline reserve administration, closing the Uncertainty Reserve; and

3. Authorize the City Manager or their designee to transmit $10.0 million from the City’s PARS Pension Trust to CalPERS as an Additional Discretionary Payment (ADP) MOTION PASSED: 7-0

9. Approval of City Council Values (as Recommended by Policy & Services Committee), 2026 Objectives, Ad Hoc Purpose Statements, and Committee Workplans Agenda Item Number 9 not heard and deferred to a date uncertain.

Adjournment: The meeting was adjourned at 10:45 P.M.

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2026 Draft Action Minutes

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DRAFT ACTION MINUTES

Sp. City Council Meeting
Draft Action Minutes: 02/23/2026

ATTEST: APPROVED:
____________________ ____________________
City Clerk Mayor NOTE: Action minutes are prepared in accordance with Palo Alto Municipal Code (PAMC)

2.04.160(a) and (b). Summary minutes (sense) are prepared in accordance with PAMC Section

2.04.160(c). Beginning in January 2018, in accordance with Ordinance No. 5423, the City Council found action minutes and the video/audio recordings of Council proceedings to be the official records of both Council and committee proceedings. These recordings are available on the City’s website.

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2026 Draft Action Minutes

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City Council
Staff Report
Report Type: CONSENT CALENDAR
Lead Department: City Clerk
Meeting Date: March 9, 2026
Report #:2602-5917
TITLE
Appointment of 2026 Emergency Standby Council

RECOMMENDATION
City Council approve the selection of the following former Councilmembers to serve as members of the 2026 Emergency Standby Council:
Alison Cormack
Peter Drekmeier
Tom DuBois
Eric Filseth
Karen Holman
Liz Kniss
Greg Scharff

BACKGROUND
The Charter of the City of Palo Alto provides that, "the Council may, by Ordinance or Resolution, provide for the preservation and continuation of government in the event of disaster which renders unavailable a majority of the Council."
On August 7, 2006, the City Council adopted amendments to Section 2.12.090 of the Palo Alto Municipal Code regarding the selection procedure for the City's Emergency Standby Council.

The adopted policy states that the Council shall consider the following criteria for appointments to the Emergency Standby Council: residency in the City of Palo Alto, availability, interest in serving and a lack of conflicts of interest.

Seven members serve on the Emergency Standby Council. Members of the Standby Council have the authority delegated to them under Chapter 2.12 of the Palo Alto Municipal Code. The members of the Emergency Standby Council continue to serve until the Council appoints or reappoints the members at the beginning of each year.

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FISCAL/RESOURCE IMPACT
There is no fiscal impact associated with this action.

ENVIRONMENTAL REVIEW
This is not a project.

ATTACHMENTS
None.

APPROVED BY:

Mahealani Ah Yun, City Clerk
Mayor Vicki Veenker
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: City Clerk
Meeting Date: March 9, 2026
Report #:2602-5962
TITLE
Adoption of a Resolution Setting the Regular Meeting Times at 4:00pm for the Finance Committee and 6:00pm for the Policy & Services Committee; CEQA status - not a project.

RECOMMENDATION
Staff recommends the City Council adopt a resolution setting the regular meeting times at 4:00pm for the Finance Committee and 6:00pm for the Policy & Services Committee.

BACKGROUND
Per Palo Alto Municipal Code § 2.04.200 (a), 1 the regular meeting start times for standing committees are set by ordinance or resolution. In 2025, the City Council set the meeting time as 5:30pm for the Finance Committee and 6:00pm for the Policy & Services Committee by Resolution 10223.2

ANALYSIS
Standing committee meeting times may change periodically due to annual shifts in committee membership or logistical reasons. The recommended resolution changes the start time of the Finance Committee from 5:30pm to 4:00pm from present until January 31, 2027, to reflect current committee preferences. From February 1, 2027 onwards, the resolution sets the start time of the Finance Committee to 5:30pm. This resolution does not change the start time of the Policy & Services Committee.

The resolution does not change either committee’s regular meeting days or frequency or affect their ability to call special meetings. Future changes to the regular meeting start times of the Policy & Services and Finance Committees may still be made by ordinance or resolution. 1 Palo Alto Municipal Code Section 2.04.200:
https://codelibrary.amlegal.com/codes/paloalto/latest/paloalto_ca/0-0-0-60138 2 Resolution 10223: https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=62116 Item 5
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FISCAL/RESOURCE IMPACT
None.

STAKEHOLDER ENGAGEMENT
Staff from the City Manager’s Office, City Clerk’s Office and Administrative Services Department coordinated with the Chair of the Finance Committee on the meeting time.

ENVIRONMENTAL REVIEW
The proposed legislation is not a project under CEQA because it is an administrative function to change the regular meeting time of existing Council standing committees. CEQA regulation § 15378(b)(2).

ATTACHMENTS
Attachment A: Resolution Changing Standing Committee Regular Meeting Times APPROVED BY:

Mahealani Ah Yun, City Clerk
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*NOT YET APPROVED*
1 Resolution No. _____
Resolution of the Council of the City of Palo Alto Setting the Regular Meeting Times of the Finance Committee and the Policy and Services Committee Pursuant to PAMC section 2.04.200 and Repealing Resolution No. 10223

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

SECTION 1. Findings and Declarations. The City Council finds and declares as follows:

A. The City Council has two standing committees – the Committee on Finance and the Committee on Policy and Services. PAMC section 2.04.200 directs the City Council to set the meeting time for each standing committee by resolution or ordinance.

B. The City Council set the meeting times of the standing committees on April 14, 2025 pursuant to Resolution No. 10223.

C. The City Council now desires to amend the meeting times according to this Resolution.

SECTION 2. Pursuant to PAMC 2.04.200, the City Council sets the meeting times for regular meetings of the following standing committees as follows.

For meetings held between the effective date of this resolution and January 31, 2027:
• Finance Committee: 4:00 p.m.
• Policy and Services Committee: 6:00 p.m.

For meetings held on or after February 1, 2027:
• Finance Committee: 5:30 p.m.
• Policy and Services Committee: 6:00 p.m.

SECTION 3. Resolution No. 10223 is hereby repealed.

SECTION 4. Environmental Review . The Council finds that this Resolution is not a project under CEQA Guidelines Sections 15378(b)(2) and (5) as this is an organizational change of government that will not result in direct or indirect physical changes in the environment.

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Attachment A - Resolution
Changing Standing
Committee Regular Meeting
Times

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*NOT YET APPROVED*
2 SECTION 5. Effective Date. This Resolution shall be effective immediately and shall be effective until otherwise amended or rescinded by the City Council.

INTRODUCED:

PASSED:

AYES:

NOES:

ABSENT:

ABSTENTIONS:

NOT PARTICIPATING:

ATTEST:

____________________________ ____________________________ City Clerk Mayor

APPROVED AS TO FORM: APPROVED:

____________________________ ____________________________ Deputy City Attorney City Manager

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Attachment A - Resolution
Changing Standing
Committee Regular Meeting
Times

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Planning and Development Services
Meeting Date: March 9, 2026
Report #:2512-5610
TITLE
Stanford University Medical Center (SUMC) Annual Report to Council for Fiscal Year 2025 (FY 2025)

RECOMMENDATION
Staff recommends that the City Council:

1. Review the Stanford University Medical Center (SUMC) Annual Report for FY 2025, and find that Stanford Hospitals & Clinics, Lucile Packard Children’s Hospital, and Stanford University (SUMC Parties) have complied in good faith with the terms and conditions of the SUMC Development Agreement;

2. Find that the SUMC Parties are not in default with the terms and conditions of the Agreement in all sections; and

3. Accept the City of Palo Alto’s (City) Annual Report Supplements regarding the funds received from the SUMC Parties, as required under Section 12(d) of the Development Agreement (Attachment D).

EXECUTIVE SUMMARY
The City Council is required to review the SUMC Development Agreement, an agreement between Stanford Hospital and Clinics, Lucile Packard Children’s Hospital, Stanford University (SUMC Parties), and the City of Palo Alto, (the “Agreement”), to confirm compliance with the Agreement’s terms. SUMC prepared their SUMC Annual Report for Fiscal Year (FY) 2024-2025 that discusses how they met their compliance obligations during the reporting time period (Attachment A). The City also uses this Annual Report to Council to provide information on the City’s compliance obligations, such as providing the required summary and description of how the City expended funds provided by SUMC per the Agreement.

As documented in this Annual Report to Council, both SUMC and the City are in compliance with the terms of the Agreement and Agreement Amendment Number 1 for the reporting period FY 2025.

BACKGROUND
On June 6, 2011, the Council approved Comprehensive Plan amendments, zoning changes, a Item 6
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conditional use permit, annexation, and design applications for the Stanford University Medical Center Facilities Renewal and Replacement Project (the “Projects”). The Projects include the construction of the new Stanford Hospital and clinics buildings, an expansion of the Lucile Packard Children’s Hospital (LPCH), construction of new School of Medicine (SOM) buildings, renovation of the existing Hoover Pavilion, construction of a new medical office building and parking garage at Hoover Pavilion, roadway improvements along Welch Road and Durand Way, and SUMC design guidelines. The Development Agreement vesting these approvals became effective on June 6, 2011, and continues for thirty (30) years from the effective date to June 6, 2041. The Development Agreement was amended in 2023 to modify the alternative transportation mode share targets, in response to changes to transportation patterns resulting from the COVID-19 pandemic.

This report covers activities by the SUMC Parties for FY 2025, which is the fourteenth year of the Agreement. The annual report prepared last year for FY 2024 also found the SUMC parties to be in compliance with the Agreement and Agreement Amendment Number 1.1 Previous annual reports and compliance documentation can be found via the weblinks in Attachment B.

ANALYSIS
Agreement Section 12, “Periodic Review of Compliance,” requires City Council to confirm SUMC Parties’ compliance with the terms of the Agreement. Discussion items in this report are intended to guide City Council through the many aspects that SUMC and City staff monitor and track throughout the year to ensure compliance.

The SUMC Annual Report for FY 2025 (Attachment A) describes the activities related to Agreement implementation and ongoing annual progress toward meeting the following obligations in Section 5 of the Agreement, “SUMC Parties’ Promises:” Health Care Benefits;
Fiscal Benefits;
Traffic Mitigation and Reduced Vehicle Trips;
Linkages (Pedestrian, Bicycle, and Transit);
Infrastructure, Sustainable Neighborhoods & Communities, Affordable Housing; and Climate Change.

Staff prepared a summary of the Section 5 obligations and the staff-confirmed compliance status (Attachment C). Agreement Section 12 also includes the requirement for demonstration of good faith compliance with the Agreement. Toward this end, SUMC has timely submitted all the reports required of the SUMC Parties for FY 2025.
1 Link to May 12, 2025 City Council Meeting Item 7:
https://cityofpaloalto.primegov.com/Portal/Meeting?meetingTemplateId=16092.

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Construction Activities and Net New Square Footage
Overall, at the Main SUMC site, SUMC is entitled to construct and use up to 3,534,090 total square feet of hospital/clinic and research buildings, as well as associated facilities and infrastructure improvements, including up to 1,265,272 net new square feet. Overall, at the Hoover Pavilion site, SUMC is entitled to construct and use up to 153,343 total square feet of medical office/clinic buildings, as well as associated facilities, including up to 46,169 net new square feet of medical/office buildings.

SUMC discusses their construction activities for FY 2025 in their SUMC Annual Report (Attachment A). City staff reviewed the information regarding SUMC net new square footage in the report and determined this information is complete and correct. A new proton therapy vault at 875 Blake Wilbur Drive (1,279 square feet) received a certificate of occupancy in FY 2025. School fees were paid for 919 net new square feet.

As reported in the SUMC Annual Report FY 2024-2025 (Attachment A), the following table summarizes the net new square footage for which a certificate of occupancy has been issued.

Table 1: SUMC Net New Square Footage
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Traffic Mitigation and Reduced Vehicle Trips
SUMC implemented all required transportation demand management (TDM) obligations in FY 2025, such as purchasing of Caltrain Go Passes, funding for the AC Transit U-Line, and other activities. A full list of commuter benefits and other obligations can be found in Attachments A and C.

Alternative Mode Share Milestone Targets
SUMC previously achieved their alternative mode share milestone targets every year between 2013 and 2019. In 2020, the City conditionally approved a one-year delay in the submittal of two reports; the FY 2020 Alternative Mode Share Report and Mitigation Measure TR 2.3 Enhanced Stanford University TDM Program report, in response to trip disruption caused by the COVID-19 pandemic. Conditional approval of this delay was consistent with the procedures in Section 6(p) of the Agreement.

In FYs 2020-2023, despite continuing to implement all TDM programs, as well as enhancing communications and promotions, the SUMC parties found that the alternative mode share milestone target of 33% was again not met. SUMC subsequently filed a Development Agreement Amendment application that proposed adjusted dates for achieving alternative mode share milestone target dates to account for the effect of the COVID-19 pandemic on SUMC employee use of alternative transportation modes. The City Council approved Ord. 5602:

First Amendment to the SUMC Development Agreement Amendment.3 The amendment adjusted the alternative mode share milestone target dates, while still reaching 35.0% by 2026.

The amendment also reset the interim target years, which trigger penalties in the event the targets are not met for two consecutive years.

The amendment includes an alternative mode share rate target of 33.0% by 2024 and 35.0% by 2026. No target was set for 2025; however, SUMC increased its alternative mode share from

30.5% in FY 2024 to 33% in FY 2025, showing progress toward its goal of 35% mode share by FY 2026 (Attachment A).

Construction Sales and Use Tax Monitoring Report
SUMC submitted the annual Construction Sales & Use Tax Monitoring Report on June 30, 2025, for the preceding calendar year. The City sent its required response. Based upon the City’s review of the annual Construction Sales and Use Tax Monitoring Report, revenues for calendar years 2011 through 2024 have totaled $5,556,174. This annual reporting assists in the process of ensuring that the City would receive no less than $8.1 million in construction sales and use tax revenue by December 31, 2025.

A shortfall in construction sales and use tax is expected, estimated to be $2.4 million. The likelihood of a shortfall has been acknowledged by the SUMC Parties. Account reconciliation will occur in August 2026, as required by the Development Agreement and payment of the 3 Link to Ord. 5602: First Amendment to the SUMC Development Agreement Amendment:
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shortfall is expected from SUMC no later than January 31, 2027. This is expected to be considered as part of the FY 2027 Budget process.

Supplement to the Annual Report
The funds received by the City through the Agreement represent funding for Operations and a significant portion of funding for implementation of the City’s Capital Infrastructure Plan.

Section 12 of the Agreement requires the City to prepare a Supplement to the Annual Report.

The Supplement is to include an accounting of the funds received from the SUMC Parties to satisfy the obligations outlined in Section 5 of the Agreement, a description of the account balances, and a summary and description of expenditures from the funds for each Fiscal Year (Attachment D). Section 12 mentions preparation of the Supplement within 45-days of the June and July receipt of the annual reports by SUMC, but there is no penalty for not doing so; after the close of the Fiscal Year, the City conducts an annual audit of the funds in Fall/Winter to demonstrate good faith in implementing the Agreement.

The SUMC Parties have already paid the City approximately $44.3 million in public benefit fees since June 6, 2011, through the FY 2024-25 reporting period.

Regarding fund usage during the Fiscal Year 2024-25 reporting period, the City authorized a transfer for the following in the FY 2025 City Operating Budget:
$4.1 million transfer from the Infrastructure, Sustainable Neighborhoods and Communities, and Affordable Housing Fund to Capital Improvement Project Fire Station 4 Replacement (PE-18004).

For additional information about the recent use of Agreement funds please refer to the following:
Fiscal Year 2025 Adopted Operating Budget, Special Revenue Funds section; and Fiscal Year 2025 Adopted Capital Budget document. 5
During the fiscal year, the following changes were made between the Operating Budget and the final audited balances:
$4,075,000 was transferred from the Expansion Cost Mitigation fund for the Fire Station #4 Replacement (PE-18004).

5 Fiscal Year 2025 Adopted Operating Budget:
https://www.paloalto.gov/files/assets/public/v/1/administrative-services/city-budgets/fy-2025-city- budget/adopted/palo-alto-adopted-operating-budget-book_final2.pdf; Fiscal Year 2024 Adopted Capital Budget:
https://www.paloalto.gov/files/assets/public/v/1/administrative-services/city-budgets/fy-2025-city- budget/adopted/palo-alto-adopted-capital-budget-book_final.pdf.

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FISCAL/RESOURCE IMPACT
There are no fiscal or resource impacts resulting from City Council review of the SUMC Agreement to confirm compliance with its terms. Planning for use of SUMC funds occurs separately during the City’s Annual budgeting process and reconciliation of the Construction Sales and Use Tax funding discussed above will be incorporated into the development of the FY 2027 Operating Budget.

STAKEHOLDER ENGAGEMENT
Community members and policy makers were extensively involved in the crafting of the Agreement and all other associated project enabling entitlements; however, no subsequent outreach has been required for the annual reports beyond their presentation at City Council meetings. Entitlements for individual projects continue to be processed through the City’s standard review processes, including public notice, outreach, and/or public hearings.

ENVIRONMENTAL REVIEW
Reviewing and making findings regarding SUMC and City compliance with the Agreement is not a project under the California Environmental Quality Act and no environmental assessment is required for the annual compliance review. An environmental impact report for the entire SUMC project was prepared and certified by the City Council prior to approval of the Agreement.

ATTACHMENTS
Attachment A: SUMC Annual Report FY 2025
Attachment B: Weblinks to Prior SUMC Annual Reports
Attachment C: SUMC Development Agreement Section 5 Compliance Table Attachment D: Supplement to the Annual Report
APPROVED BY:

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Image Courtesy of Nearmap US Inc, 2025
PREPARED FOR THE CITY OF PALO ALTO | JULY 3, 2025
2024-25 ANNUAL REPORT
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CONTENTS
EXECUTIVE SUMMARY 1
BACKGROUND AND PURPOSE 2
2024-2025 SUMMARY OF PROGRESS 3
LUCILE PACKARD CHILDREN’S HOSPITAL 3
STANFORD HEALTH CARE 4
SCHOOL OF MEDICINE 5
BLAKE WILBUR DRIVE ROADWAY EXTENSION 6
NET NEW SQUARE FOOTAGE 7
COMPLIANCE WITH DEVELOPMENT AGREEMENT OBLIGATIONS 8
HEALTH CARE BENEFITS 8
SECTION 5(a) (ii). FUND FOR HEALTHCARE SERVICES 8
SECTION 5(a) (iii). FUND FOR COMMUNITY HEALTH AND SAFETY PROGRAMS 8 PALO ALTO FISCAL BENEFITS 8
SECTIONS 5(b) (i) AND 5(b) (ii). PAYMENT OF SALES AND USE TAXES 9 SECTION 5(b) (iii). FUNDING OF OPERATING DEFICIT 9
SECTION 5(b) (iv). PAYMENT OF UTILITY USER TAX 9
SECTION 5(b) (v). SCHOOL FEES 10
TRAFFIC MITIGATION AND REDUCED VEHICLE TRIPS 10
SECTION 5(c) (ii). MENLO PARK TRAFFIC MITIGATION 10
SECTION 5(c) (iii). EAST PALO ALTO VOLUNTARY MITIGATION 10 SECTION 5(c) (iv). CONTRIBUTIONS TO AC TRANSIT 10
SECTION 5(c) (v). OPTICOM PAYMENTS 11
SECTION 5(c) (vi). CALTRAIN GO PASSES 11
SECTION 5(c) (vii). MARGUERITE SHUTTLE SERVICE 11
SECTION 5(c) (viii). TRANSPORTATION DEMAND MANAGEMENT COORDINATOR 13 SECTION 5(c) (ix). MONITORING OF TDM PROGRAMS 12
LINKAGES 14
SECTION 5(d) (i). INTERMODAL TRANSIT FUND 14
SECTION 5(d) (ii). QUARRY ROAD FUND 14
SECTION 5(d) (iii). STANFORD BARN CONNECTION 14
INFRASTRUCTURE, SUSTAINABLE NEIGHBORHOODS AND COMMUNITIES, AND AFFORDABLE HOUSING 15 SECTION 5(e). 15
CLIMATE CHANGE 15
SECTION 5(f). CLIMATE CHANGE FUND 15
SATISFACTION OF CONDITIONS OF APPROVAL 15
SECTION 5(h). SATISFACTION OF ALL CONDITIONS OF APPROVAL 15 CONCLUSION 16
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ANNUAL REPORT 2024-25 1

EXECUTIVE SUMMARY
On June 6, 2011, the Stanford University Medical Center parties (now Stanford Medicine)—comprised of Stanford Hospital and Clinics (now Stanford Health Care), Lucile Packard Children’s Hospital, and Stanford University—entered into a Development Agreement with the City of Palo Alto, committing to provide a range of community benefits in exchange for vested development rights to develop and use the Stanford Medicine Renewal and Replacement Project (“Renewal Project”) facilities in accordance with the approvals granted by the City, and a streamlined process for obtaining subsequent project approvals. The Renewal Project— driven by a growing demand for healthcare services, state-mandated seismic safety requirements, and the need to replace outmoded facilities with modern, technologically advanced spaces—is transforming the way that healthcare is delivered and research is conducted.

Today, fourteen years after the execution of the Development Agreement, the Lucile Packard Children’s Hospital Expansion and the new Stanford Hospital are now open for patient care, and the School of Medicine has completed the first phase of development of its replacement facilities, with its BioMedical Innovations building open for research. Interior renovations within the 1989 portion of the preexisting Stanford Hospital facility are well underway, and are expected to continue for the next several years, bringing the facility up to modern healthcare standards.

Against this backdrop, Stanford Medicine submits its Annual Report in compliance with Section 12(c) of the Development Agreement, and looks forward to continued collaboration with the City of Palo Alto in advancing the goals of both Stanford Medicine and the broader community.

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BACKGROUND AND PURPOSE
The Palo Alto City Council’s unanimous approval of the entitlements for the Stanford Medicine Renewal and Replacement Project in July 2011 has paved the way for a historic investment in new and replacement facilities for Stanford Medicine. The project approvals—including new zoning for the Renewal Project sites, a conditional use permit, architectural review approval, and the execution of a Development Agreement— allow for the construction of approximately 1.3 million net new square feet of hospital facilities, clinics, medical offices, and medical research spaces, and are enabling the Hospitals to optimize the delivery of healthcare services to patients, and maintain their position as leading providers of world-class healthcare.

In order to facilitate this important replacement and expansion work, the Stanford Medicine parties entered into a Development Agreement with the City of Palo Alto, which includes a comprehensive package of community benefits and additional development conditions. In exchange for these benefits, the City has vested for a period of 30 years Stanford Medicine’s rights to develop and use the property in accordance with the project approvals, and agreed to streamline the process for obtaining subsequent approvals.

The terms of the Development Agreement (Section 12(c)) provide for a periodic review of compliance, and require that Stanford Medicine submit an Annual Report to the City of Palo Alto’s Director of Planning and Community Environment each year within 30 days of the anniversary of the agreement effective date (June 6, 2011). The Annual Report is to summarize Stanford Medicine’s progress on the Renewal Project, including a list of net new square footage for which a certificate of occupancy has been received, and a description of the steps that Stanford Medicine has taken to comply with the obligations listed in Section 5 of the Development Agreement. With this report, Stanford Medicine fulfills these requirements. Within 45 days of receipt of this Annual Report, the City will prepare a Supplement to the Annual Report, to provide an accounting of the City’s balances and expenditures from each of the City Funds and how they were used.

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ANNUAL REPORT 2024-25 3
2024-2025 SUMMARY OF PROGRESS
The Renewal Project has reached key milestones in the past several years, with the opening of the Lucile Packard Children’s Hospital expansion in 2017, the New Stanford Hospital in 2019, and the School of Medicine’s BioMedical Innovations building in 20201. While the COVID-19 pandemic changed the pace of progress on the Renewal Project, as Stanford Medicine focused resources on pandemic response, including launching clinical trials for therapeutic treatments for COVID-19 and establishing community testing and vaccination sites, it also highlighted the importance of modern, state-of-the-art facilities to support Stanford Medicine’s research and patient care.

The section to follow provides an overview of central goals for the project elements that presently are under construction or nearing construction, a synopsis of progress to date, as well as a preview of near-term upcoming activities.

LUCILE PACKARD CHILDREN’S HOSPITAL
In response to growing community needs for specialized pediatric and obstetric care, Lucile Packard Children’s Hospital opened an expanded facility in late 2017. The new Main building, located adjacent to the preexisting Lucile Packard Children’s Hospital (West building), provides patients and doctors with the most modern clinical advancements and technology, while also creating a more patient- and family-centered environment of care, with additional single-patient rooms and more spaces for families to be with their child during treatment and recovery.

The LPCH Main building features a new entrance lobby, public concourse with dining, three floors of nursing units, and new patient rooms. Spaces have been designed with an attention to natural light and views, and the exterior grounds—more than 3.5 acres of outdoor areas and gardens—provide a park-like setting for patients, families, and visitors.
1 Temporary certificate of occupancy was issued in 2020; final certificate of occupancy was issued in 2021.

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LPCH is currently embarking on improvements to its preexisting West building which will modernize its infrastructure and provide a more comfortable patient experience. These improvements include a redesigned main lobby entry and drop-off for the West Building; plans were formally submitted to the City for Architectural Review in Summer 2022 and were approved in Fall 2023. Further recent improvements have included reimagined NICU, Maternity and Labor and Delivery spaces.

STANFORD HEALTH CARE
Stanford Health Care is constructing new and replacement hospital facilities to usher in a new era of advanced patient care. Growth in patient volumes and rapidly changing medical technology have rendered much of the existing midcentury hospital infrastructure inadequate, while new seismic safety requirements have accelerated the need to construct replacement facilities.

In November 2019, Stanford Health Care’s first phase of facilities renewal completed as the New Stanford Hospital received its license from the State Department of Public Health and opened to patient care.

With the new Stanford Hospital now complete, Stanford Health Care has begun a series of renovations within its preexisting facilities, including the sequential upgrade of nursing units in the 1989 portion of the Hospital; this renovation work is proceeding in phases over the next several years. Stanford Health Care is also planning an addition to the preexisting Hospital of approximately 37,000 square feet. This proposed addition received Architectural Review approval in March 2022, and a City grading / excavation permit was issued in June 2022. Subsequently, an OSHPD building permit was issued in February 2025. Construction is ongoing.
2024-2025 SUMMARY OF PROGRESS
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In addition, a minor 1,279 square foot underground addition at the Stanford Medicine Cancer Center (875 Blake Wilbur Drive) received Architectural Review approval in December 2023 and Building Permit final in June 2025. The addition accommodates a proton therapy vault to be used for cutting edge cancer treatment.

SCHOOL OF MEDICINE
The Stanford University School of Medicine is replacing its outmoded research buildings with new state-of- the-art facilities designed to support contemporary translational research. The new facilities will accommodate 21st century medical advancements and enable the development of new medical innovations, featuring integrated laboratory suites, with easier access between labs and support facilities, enabling transparency, flexibility, and collaboration.

The first phase of School of Medicine development (BioMedical Innovations Building 1, or “BMI-1”) is now complete, having received a certificate of occupancy in Spring 2021, and features four above-grade floors of research labs and light-filled gathering places, and a lower basement level for utility support, as well as a connective tunnel to other nearby research facilities. Building interiors were designed for best practices for laboratory design safety and space allocation, with a flexible template to maximize efficient use of space and ease of renovation. The four above-grade floors provide space for a mix of disciplines, basic and clinical research, wet and dry labs, and leading-edge translational studies. 2024-2025 SUMMARY OF PROGRESS
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BLAKE WILBUR DRIVE ROADWAY EXTENSION
As required by the 2011 Project Approvals, a new link roadway has been established between Sand Hill Road and Welch Road. This roadway, which was completed in Fall 2023, connects Durand Way to Blake Wilbur Drive, and provides an important automobile, bicycle, and pedestrian connection in the vicinity of the Medical Center. Specifically, it serves as an uncongested route for emergency vehicles accessing the medical campus via Sand Hill Road, and provides improved access to both the Main Medical Campus and the outer Welch medical office buildings. The new roadway includes two travel lanes in each direction, Class II bicycle lanes, sidewalks with planter strips including new tree plantings and bioretention areas, new signal poles, and underground utilities. After the resolution of minor outstanding items, the Street Work Permit was finaled in February 2025.
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2024-2025 SUMMARY OF PROGRESS

NET NEW SQUARE FOOTAGE
The following table summarizes the net new square footage for which a certificate of occupancy has been issued.

PROJECT COMPONENT GROSS SQUARE

FOOTAGE

STANFORD HEALTH CARE
1101 Welch demolished (40,100)
500 Pasteur 719,266
875 Blake Wilbur (Proton Therapy Vault) 1,279
Total 680,445
LUCILE PACKARD CHILDREN’S HOSPITAL EXPANSION
701 Welch demolished (56,300)
703 Welch demolished (23,500)
Lucile Packard Children’s Hospital Expansion 446,088
Total 366,288

SCHOOL OF MEDICINE
BioMedical Innovations building 196,921
Partial decant of Boswell, Grant, Alway, Lane, Edwards (23,608) Total 173,313

HOOVER PAVILION
Miscellaneous shops and storage demolished (13,831)
Stanford Neuroscience Health Center (Hoover MOB) 91,605 Total 77,774
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COMPLIANCE WITH DEVELOPMENT AGREEMENT OBLIGATIONS
This section of the Annual Report summarizes the steps that Stanford Medicine has taken to comply with its obligations under Section 5 of the Development Agreement.

HEALTH CARE BENEFITS
In addition to the health care funds listed below, Stanford Medicine provides certain intrinsic benefits to the community, as both a global leader in medical care and research, and as a community healthcare services provider. The Renewal Project enables Stanford Medicine to continue its important work, and the addition of more beds for adults and children will help to alleviate overcrowding. Additionally, the new hospital facilities provide critical emergency preparedness and response resources for the community in the event of an earthquake, pandemic, or other major disaster.

Section 5(a)(ii). Fund for Healthcare Services
The Hospitals have designated the amount of $3 million for Healthcare Services, which will increase to $5.6 million by December 31, 2025. No further action is required until 2026. This amount will be reconciled with the construction use tax payments as described in Development Agreement Section 5(b)(ii)(C), and will be spent between 2026 and 2036.

Section 5(a)(iii). Fund for Community Health and Safety Programs Stanford Medicine has contributed a single lump-sum payment of $4 million to establish a Community Health and Safety Program Fund for the City of Palo Alto. This fund is to be distributed to selected community health programs that benefit residents of the City, including the Project Safety Net Program, a community-based mental health plan for youth well-being in Palo Alto. A joint committee has been established to evaluate proposals regarding the other specific programs to receive funding, composed of two representatives selected by Stanford Medicine and two representatives selected by the City; this committee shall make annual recommendations to the City Council regarding proposed disbursements from the Community Health and Safety Program Fund, and the City Council shall use its reasonable discretion to decide whether to accept, reject, or modify the joint committee recommendations.

Stanford Medicine provided the entire required contribution to the Community Health and Safety Program Fund on August 25, 2011. No further action is required by Stanford Medicine to comply with this Development Agreement provision, though in the past three years Stanford Medicine has engaged with City staff as part of the joint committee to evaluate proposals for programs to receive funding. The City uses the funds to support the Psychiatric Emergency Response Team (PERT), which, in years past, was operated in partnership with the Santa Clara County Behavioral Health Services Department. However, the City has noted that the County clinicians are no longer available and that funds will be used for City PERT officers who perform similar duties. As required by Development Agreement Section 12(d), the City will provide yearly Supplements to the Annual Report to provide an accounting of the City’s expenditures from this fund, and the purposes for which the expenditures were used.

PALO ALTO FISCAL BENEFITS
The Stanford Medicine Renewal Project brings considerable fiscal benefits to the City of Palo Alto. The project was expected to generate $8.1 million in sales and use tax revenues for the City, and multiple mechanisms have been put into place to ensure that this target is met. The Development Agreement also provides for further fiscal benefits to the City, including a payment by Stanford Medicine to fund the City’s Item 6
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operating deficit, and the payment of utility user taxes and school fees.

Sections 5(b)(i) and 5(b)(ii). Payment of Sales and Use Taxes As required by the Development Agreement, Stanford Medicine submitted its annual Construction Sales and Use Tax monitoring report to the City on June 30, 2025. The Stanford Medicine parties will continue to submit such a report annually during the construction period for the Renewal Project so that the City can determine the share of construction use taxes that it has received as a result of the Renewal Project. Each year, within 60 days of receiving the monitoring report, the City will provide its determination of the amount of construction use taxes that it has received as a result of the Renewal Project during the preceding calendar year. In August 2026 or soon thereafter, Stanford Medicine and the City will conduct a reconciliation process to confirm whether the City has received at least $8.1 million in construction use taxes as a result of the Renewal Project, as further described in Development Agreement Section 5(b)(ii).

To date, Stanford Medicine has taken the following steps detailed below to maximize the City’s allocation of sales and use taxes associated with Project construction and operation. Documentation of each of these items is included in the 2024 construction use tax monitoring report already submitted. • Stanford Medicine has obtained all permits and licenses necessary to maximize the City’s allocation of construction use taxes derived from the project, including California Seller’s Permits and Use Tax Direct Pay Permits.
• Stanford Medicine has designated and required all contractors and subcontractors to designate the project site as the place of sale of all fixtures furnished or installed as part of the project. • Stanford Medicine has designated and required all contractors and subcontractors to designate the project site as the place of use of all materials used in the construction of the project. • Stanford Medicine has required all contractors and subcontractors to allocate the local sales and use taxes derived from their contracts directly to the City. Stanford Medicine has used best efforts to require contractors and subcontractors to complete and file any forms required by the State Board of Equalization to effect these designations.
• Both Hospitals have obtained use tax direct pay permits from the State of California for their existing facilities in order to increase the City tax allocation for the Hospitals’ purchases. The Hospitals will maintain the use tax direct pay permit for the life of the project. • Finally, Stanford Medicine has assisted the City in establishing and administering a Retail Sales and Use Tax Reporting District for the Renewal Project, to enable the City to track the generation, allocation, reporting and payment of sales and use taxes derived from the Project.

Section 5(b)(iii). Funding of Operating Deficit
In order to assure that City costs associated with the Renewal Project do not exceed revenues to the City resulting from construction and operation of the project, Stanford Medicine has provided to the City a single lump sum payment in the amount of $2,417,000. This payment was made on August 25, 2011. No further action is required by Stanford Medicine to comply with this Development Agreement provision.

Section 5(b)(iv). Payment of Utility User Tax
Stanford Medicine will pay the City a utility user tax at a minimum rate of 5 percent of all electricity, gas, and water charges allocable to new construction completed as part of the project for the life of the project. This rate may be increased by the City as provided by Section 2.35.100(b) of the Municipal Code. The 5 percent

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utility user tax is currently being paid by Stanford Medicine.

Section 5(b)(v). School Fees
Stanford Medicine will pay to the City—which is then to forward to the Palo Alto Unified School District— school fees upon issuance of each building permit from the City or OSHPD , in the amount that is generally applicable to non-residential development at the time of payment based upon net new square footage, as defined in the Development Agreement.

School fees were paid in 2012 for LPCH and SHC in the amounts of $188,815 and $153,802, respectively.

In July 2013, additional school fees were paid in the amount of $7,051 to account for additional program square footage for the New Stanford Hospital and Garage. In May 2014, an additional payment of school fees in the amount of $16,119 was made to account for the incremental square footage associated with the Hoover Medical Office Building, beyond the 60,000 square feet originally planned. In November 2015, additional school fees in the amount of $461.16 were paid to account for incremental square footage for the New Stanford Hospital Garage. In May 2022, school fees in the amount of $22,641 were paid to Palo Alto Unified School District to account for Stanford Health Care’s planned addition to the 1989 portion of the preexisting hospital.

TRAFFIC MITIGATION AND REDUCED VEHICLE TRIPS
Stanford Medicine has taken a number of steps to mitigate the potential traffic impacts projected at full project buildout. Stanford Medicine provides a robust transportation demand management program, offering a variety of incentives for employees to forego driving alone to work. As required by the Development Agreement, Stanford Medicine has taken the additional actions outlined below.

Section 5(c)(ii). Menlo Park Traffic Mitigation
Stanford Medicine agreed to contribute to the City of Menlo Park a total of $3,699,000 for use in connection with traffic mitigation, infrastructure enhancements, and the promotion of sustainable neighborhoods and communities and affordable housing. This contribution has been made in three equal payments; the first payment of $1,233,000 was made on August 19, 2011. The second payment of $1,233,000 was made on December 5, 2012, following the November 2012 issuance of the first Hospital foundation permit. The final payment in the amount of $1,233,000 was made on December 14, 2017, within 30 days from issuance of the first Hospital occupancy permit. No further action is required by Stanford Medicine to comply with this Development Agreement provision.

Section 5(c)(iii). East Palo Alto Voluntary Mitigation Stanford Medicine has contributed a single lump sum payment of $200,000 to East Palo Alto to be used for roadway and traffic signal improvements on University Avenue. This payment was made on August 19, 2011. No further action is required by Stanford Medicine to comply with this Development Agreement provision. In the event that Stanford Medicine does not meet the alternative transportation mode goals specified in the Development Agreement by 2026 and is assessed an approximately $4 million payment under Development Agreement section 5(c)(ix)(B), the City will be required to remit $150,000 of such payment to the City of East Palo Alto.

Section 5(c)(iv). Contributions to AC Transit
The Hospitals committed to the following actions within 30 days from issuance of the first Hospital occupancy permit, and have fulfilled these commitments as outlined below:

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• The Hospitals agreed to offer a one-time payment of $250,000 to AC Transit to be used for capital improvements to the U-Line to increase capacity (Section 5(c)(iv)(A)). As required, the Hospitals offered to contribute $250,000 to AC Transit for capital improvements to the U Line; this offer was accepted, and the payment was made on January 5, 2018.
• The Hospitals agreed to offer to make annual payments to AC Transit in a reasonable amount, not to exceed $50,000, to be used for operating costs of the U-Line to maintain a load factor for bus service to the Medical Center of less than 1 (Section 5(c)(iv)(B)). The Hospitals are making annual payments to AC Transit for purposes of U-Line operating costs.
• In order to encourage Hospital employees living in the East Bay to use public transit for their commute, the Hospitals committed to using best efforts to lease 75 parking spaces at the Ardenwood Park and Ride lot, or an equivalent location, at a cost not to exceed $45,000 per year (Section 5(c)(iv)(C)).

The Hospitals entered into an agreement with AC Transit as of September 2024 to lease 75 spaces at the Ardenwood Park & Ride Lot. The Hospitals previously met this requirement by leasing spaces at a more distant site in Newark (356263 Fircrest Drive), and once the Hospitals were able to lease spaces at the Ardenwood Park & Ride as originally intended, the leased spaces at 35263 Fircrest Drive were discontinued. At the Ardenwood location, commuters continue to utilize the U Line and DB Express, which continue to have capacity to service current demand.

Section 5(c)(v). Opticom Payments
Within 30 days from issuance of the first Hospital occupancy permit, the Hospitals committed to pay $11,200 to the City of Palo Alto to be used for the installation of Opticom traffic control systems at the following seven intersections: El Camino Real/Palm Drive/University Avenue; El Camino Real/Page Mill Road; Middlefield Road/Lytton Road; Junipero Serra/Page Mill Road; Junipero Serra/Campus Drive West; Galvez/Arboretum; and the Alpine/280 Northbound ramp. However, since the time that this commitment was made, the City determined that Opticom systems are outdated, and proposed the purchase and installation of the ATMS. now Emergency.now package, which would allow coordinated prioritization at all City-maintained traffic signals. Agreement to this change in traffic signal priority system is documented in a letter dated December 12, 2017 from the City Manager to the SUMC Parties, which was accepted and agreed to by the SUMC Parties by countersigned letter. The required payment was made on December 12, 2017, within 30 days of issuance of the first Hospital occupancy permit.

Section 5(c)(vi). Caltrain GO Passes
The Development Agreement requires that the Hospitals purchase annual Caltrain GO Passes for all existing and new Hospital employees who work more than 20 hours per week at a cost of up to approximately $1.8 million per year, beginning on September 1, 2015. This obligation is expected to continue for a period of 51 years.

Hospital management accelerated the purchase of the annual GO Pass for Hospital employees, and began providing free GO Passes to employees commencing on January 1, 2012. Annual passes were purchased again for all existing and new eligible employees for 2025. In addition, in order to further encourage ridership, a new pilot program allows eligible Hospital employees to obtain free Caltrain parking passes.

Section 5(c)(vii). Marguerite Shuttle Service
The Hospitals will fund the reasonable costs, in an approximate amount of $2 million, for the purchase of additional shuttle vehicles for the Marguerite shuttle service, as and when required to meet increased demand for shuttle service between the project sites and the Palo Alto Intermodal Transit Station. In addition, the Hospitals will fund as annual payments the reasonable costs, in an approximate amount of $450,000

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12 ANNUAL REPORT 2024-25
per year, to cover the net increase in operating costs for the Marguerite Shuttle. Demand for the Marguerite shuttle increased in 2012, and the Hospitals funded the purchase of three new hybrid shuttles to meet this increased demand. Since this time, the Hospitals have funded as annual payments the reasonable costs of the net increase in operating costs for the Marguerite Shuttle.

Section 5(c)(viii). Transportation Demand Management Coordinator The Development Agreement requires that the Hospitals employ an onsite qualified Transportation Demand Management (TDM) Coordinator for Stanford Medicine, commencing on September 1, 2015, and continuing through the life of the Renewal Project.

Because the Hospitals accelerated the purchase of the Caltrain GO Pass, the Hospitals also accelerated the hiring of the TDM Coordinator, filling this position in March 2012. The TDM Coordinator is responsible for overseeing the analysis, development, and implementation of programs to advance the Hospitals’ TDM objectives. Specific duties that are carried out in collaboration with Stanford Transportation include raising awareness among commuters about alternative transportation options and Stanford’s commute incentive programs; providing alternative commute planning assistance and responses to customer inquiries; writing and editing electronic and print communications; coordinating and staffing outreach events, such as free transit pass distributions and employee fairs; and providing alternative transportation information and resources at new employee orientations.

The Hospitals also established a new role, Transportation/TDM Director, that is in addition to the previously established TDM Coordinator role, to lead the effort of increasing the use of alternative transportation among Hospital employees.

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Section 5(c)(ix). Monitoring of TDM Programs
The Hospitals are required to submit annual monitoring reports showing the current number of employees employed over 20 hours per week; the number of employees using an alternative transportation mode as documented by a study or survey to be completed by the Hospitals using a method mutually agreeable to the City and the Hospitals; and the efforts used by the Hospitals to attempt to achieve the Alternative Mode Targets identified in the Development Agreement. The Development Agreement specifies payments to be made in the event that such targets are not met during particular time periods. Stanford Medicine submitted its 2025 Alternative Mode Share Report to the City on May 30, 2025; this report shows an alternative mode split of 33.01% for the Hospitals, reflecting a continuation of the trend of on-campus Hospital staff shifting back to mass transportation and other alternative modes.

In previous years where the pandemic had a pronounced impact on daily life, a shift was observed from alternative modes to single-occupancy vehicles, and the Hospitals’ previously successful alternative mode share slipped significantly. This change in behavior was attributed to reduced levels of transit service at the time and perceived health risks of public transportation. Further exacerbating these issues was the inability for staff to work remotely as they primarily occupy roles which require direct patient interface or otherwise require physical presence. Since the times of the pandemic, transit service levels have normalized and concerns about the health risks of public transit have diminished.

The 2024-25 survey results demonstrate that the Hospitals are continuing along the path to recovery of their previously successful alternative mode share. Reducing drive-alone rates for employees remains a

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priority, and the Hospitals continue to pilot additional programs to meet the unique needs of their employees while continuing to provide and promote existing alternative mode opportunities.

LINKAGES
To further encourage use of Caltrain, bus, and other transit services, and to enhance and encourage use of pedestrian and bicycle connections between Stanford Medicine and downtown Palo Alto, Stanford Medicine has funded the following specific infrastructure improvements.

Section 5(d)(i). Intermodal Transit Fund
Stanford Medicine has provided to the City one lump sum payment of $2.25 million for improvements to enhance the pedestrian and bicycle connection from the Palo Alto Intermodal Transit Center to the existing intersection of El Camino Real and Quarry Road. Up to $2 million of this amount is to be used by the City for the development of an attractive, landscaped passive park/green space with a clearly marked and lighted pedestrian pathway, benches, and flower borders. Stanford Medicine paid the entire required amount for the Intermodal Transit Fund on August 25, 2011. No further action is required by Stanford Medicine to comply with this Development Agreement provision. As required by Development Agreement Section 12(d), the City will provide yearly Supplements to the Annual Report to provide an accounting of the City’s expenditures from this fund, and the purposes for which the expenditures were used.

In Summer 2017, prior to issuance of the first Hospital Occupancy Permit, the City completed a temporary path with associated lighting, landscaping/green space, benches, and flower borders from the transit center to the existing crosswalk at the intersection of El Camino Real and Quarry Road. Available funds remaining will be applied to the construction of permanent improvements in the future, which may include a bus transit connection in addition to the planned bicycle and pedestrian improvements.

Section 5(d)(ii). Quarry Road Fund
Stanford Medicine has provided to the City one lump sum payment of $400,000 for improvements to and within the public right-of-way to enhance the pedestrian and bicycle connection from the west side of El Camino Real to Welch Road along Quarry Road, including urban design elements and way finding, wider bicycle lanes, as necessary, on Quarry Road, enhanced transit nodes for bus and/or shuttle stops, and prominent bicycle facilities. Stanford Medicine paid the entire required amount for the Quarry Road Fund on August 25, 2011. No further action is required by Stanford Medicine to comply with this Development Agreement provision. As required by Development Agreement Section 12(d), the City will provide yearly Supplements to the Annual Report to provide an accounting of the City’s expenditures from this fund, and the purposes for which the expenditures were used. The City was required to construct the improvements prior to issuance of the first Hospital Occupancy Permit, but as agreed to with Stanford Medicine, delayed implementation of these improvements until utility trenching to the Medical Center was complete. In late 2018, the City completed these improvements, including enhanced crosswalks and bicycle striping and signage.

Section 5(d)(iii). Stanford Barn Connection
Stanford Medicine agreed to construct up to $700,000 of improvements to enhance the pedestrian connection between the Main Medical Campus and the Stanford Shopping Center from Welch Road to Vineyard Lane, in the area adjacent to the Stanford Barn prior to issuance of the first Hospital Occupancy permit. Construction of the improvements completed in November 2017, in advance of issuance of the

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first Hospital Occupancy permit. No further action is required by Stanford Medicine to comply with this Development Agreement provision.

INFRASTRUCTURE, SUSTAINABLE NEIGHBORHOODS AND COMMUNITIES, AND

AFFORDABLE HOUSING
Section 5(e). Infrastructure, Sustainable Neighborhoods and Communities, and Affordable Housing Fund
Stanford Medicine agreed to contribute a total amount of $23.2 million toward City of Palo Alto infrastructure, sustainable neighborhoods and communities, and affordable housing. As required by the Development Agreement, this contribution has been made in three equal payments. The first payment, in the amount of $7,733,333, was made on August 25, 2011; the second payment of $7,733,333 was made on December 5, 2012, following the November 2012 issuance of the first Hospital foundation permit; and the final payment of $7,733,333 was made on December 12, 2017, within 30 days from issuance of the first Hospital occupancy permit. No further action is required by Stanford Medicine to comply with this Development Agreement provision. As required by Development Agreement Section 12(d), the City will provide yearly Supplements to the Annual Report to provide an accounting of the City’s expenditures from this fund, and the purposes for which the expenditures were used.

The City will use $1,720,488 of these funds in the same manner as funds collected under the City’s housing fee ordinance.

CLIMATE CHANGE
Section 5(f). Climate Change Fund
Stanford Medicine agreed to contribute a total amount of $12 million toward City projects and programs for a sustainable community, including programs identified in the City’s Climate Action Plan, carbon credits, and investments in renewable energy and energy conservation. As required by the Development Agreement, this contribution has been made in three equal payments. The first payment, in the amount of $4 million, was made on August 25, 2011; the second payment of $4 million was made on December 5, 2012, following the November 2012 issuance of the first Hospital foundation permit; and the final payment of $4 million was made on December 12, 2017, within 30 days from issuance of the first Hospital occupancy permit. No further action is required by Stanford Medicine to comply with this Development Agreement provision. As required by Development Agreement Section 12(d), the City will provide yearly Supplements to the Annual Report to provide an accounting of the City’s expenditures from this fund, and the purposes for which the expenditures were used.

SATISFACTION OF CONDITIONS OF APPROVAL
Section 5(h). Satisfaction of All Conditions of Approval Stanford Medicine will satisfy all Conditions of Approval by the dates and within the time periods required by the project approvals, subject to modifications allowed by the Development Agreement, and has taken several steps in order to ensure that this requirement is met (Section 5(h)). The Conditions of Approval encompass conditions imposed by the Architectural Review Board, mitigation measures enumerated in the Mitigation Monitoring and Reporting Program, and conditions attached to the Conditional Use Permit.

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16 ANNUAL REPORT 2024-25
In order to implement, monitor, and report on the implementation of this diverse array of conditions, Stanford Medicine, with input from City planning staff, has created two Excel spreadsheet tracking and reporting tools. These spreadsheets serve as a centralized repository for compliance monitoring information and documentation, and are updated by the Stanford Medicine project teams on a regular basis, and reviewed by the City.

CONCLUSION
As the Renewal Project completes its fourteenth year, Stanford Medicine looks forward to continued engagement with the City of Palo Alto as the project continues to progress.

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ATTACHMENT B

LINK TO PRIOR SUMC ANNUAL REPORTS
SUMC Development Agreement Annual Reporting
Stanford University Medical Center Renewal & Replacement Project Webpage  https://www.paloalto.gov/News-Articles/Planning-and-Development-Services/SUMC-Renewal- Replacement-Project
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Attachment B - Weblinks to
Prior SUMC Annual Reports

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SUMC Development Agreement, Section 5 - SUMC Parties’ Promises Attachment C FY 2024-2025
1 SUMC Development Agreement Compliance: FY 2024-20251
0 2
3 2
Health Care Benefits
DA
Section Description Summary Activity Complies?
5(a)(ii)
Fund for
Healthcare
Services
Financial assistance
for Palo Alto
residents
SUMC establishment of a $3M fund that will
grow to $5.6M by December 31, 2025. Fund
will be used in even increments over a ten-
year period from 2026-2036 to assist Palo
Alto residents who have self-payment
responsibilities beyond their financial
means, as described in Section 5(a)(ii).

Yes, complies – No activity
required in FY 2024-25.
5(a)(iii)
Fund for
Community
Health and
Safety Programs
$4M fund for
selected community
health programs for
Palo Alto residents
$4M City fund established on August 25,
2011. No expenditures were planned or
made in FY 2024-25.

Yes, complies - Fund
activity and balances in FY
2024-25 reported in
Attachment E.

Fiscal Benefits
DA
Section Description Summary Activity Complies?
5(b)(i), (ii)
Payment of
Sales and Use
Taxes
Activities to
maximize sales and
use taxes paid to the
City
SUMC contributes to General Fund Sales and
Use Tax revenues via construction-related
activities. The City reviews the Construction
Sales & Use Tax Monitoring Report that is
submitted by SUMC on June 30 of each year.

The City submits a letter to SUMC each year
that notes local tax received from SUMC
project activities for the year. Based upon
the City’s review of the annual Construction
Sales and Use Tax Monitoring Report,
Yes, complies - SUMC
timely submitted the
Construction Sales & Use
Tax Monitoring Report for
the previous calendar year.

The City sent their
required response. This
annual reporting assists in
the process of ensuring
that the City would receive
no less than $8.1M in
Item 6
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SUMC Development Agreement, Section 5 - SUMC Parties’ Promises Attachment C FY 2024-2025
2 SUMC Development Agreement Compliance: FY 2024-20251
0 2
3 2
revenues for calendar years 2011 through
2024 have totaled $5,556,174.
construction sales and tax
revenue by December 31,
2025.
5(b)(iii)
Funding of
Operating
Deficit /
Expansion Cost
Mitigation
$2.417M fund to
assure City costs
associated with the
project do not
exceed revenues
resulting from
construction and
operation of the
project.
$2.417M fund established on August 25,
2011. No expenditures were planned or
made in FY 2024-25.

Yes, complies - Fund
activity and balances in FY
2024-25 reported in
Attachment E.
5(b)(iv) Payment of
Utility Users Tax
5% tax on all
electricity, gas and
water charges on
new construction
Established in past fiscal years, the Utility
Users Tax is paid through the normal billing
process for each building.

Yes, complies.
5(b)(v) School Fees
Payment of PAUSD
fees for net new
square footage
PAUSD school fees have been paid based on
the net new square footage reported in the
SUMC Annual Report. No occupancy for new
square footage occurred in FY 2024-25.

Yes, complies – No activity
in FY 2024-25
Traffic Mitigation and Reduced Vehicle Trips
DA
Section Description Summary Activity Complies?
5(c)(ii)
Menlo Park
Traffic
Mitigation
$3,699,000 payment
for traffic mitigation,
infrastructure,
sustainable
neighborhoods,
affordable housing
All required payments were made to Menlo
Park between 2011-2017. No further activity
needed.

Yes, complies - completed
in FY 2017-18.

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SUMC Development Agreement, Section 5 - SUMC Parties’ Promises Attachment C FY 2024-2025
3 SUMC Development Agreement Compliance: FY 2024-20251
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3 2
5(c)(iii)
East Palo Alto
Voluntary
Mitigation
$200K for roadway
and signal
improvements on
University Ave.
$200K payment made on
August 19, 2011.

Yes, complies - completed
in FY 2011-12.
5(c)(iv) Contributions
to AC Transit
U-line capital
improvements, low
load factor ratios,
parking spaces at
Ardenwood Park &
Ride
$250K payment made to AC Transit on
January 5, 2018.

SUMC is also invoiced by AC Transit for
payments throughout the year that total
over the $50K per year discussed in the
SUMC Development Agreement. Payments
to AC Transit are required for the life of the
project.

SUMC is currently leasing 75 parking spaces
at the Ardenwood Park & Ride.

Yes, complies.
5(c)(v) Opticom
Payments
$11,200 payment
for Opticom traffic
control system at 7
intersections
$11.2K payment made to the City in FY
2017-2018. As the City has upgraded
systems, the City and SUMC agreed through
a letter exchange that the payment could be
used for the new coordinated prioritization
signaling at City-maintained traffic signals.

Yes, complies - completed.
5(c)(vi) Caltrain Go
Passes
SUMC purchase of
passes for all
existing and new
hospital employees
working
>20hrs/week
Go Passes have been purchased per the
Development Agreement since January 1,
2012, including for FY 2024-2025.

Yes, complies.
5(c)(vii) Marguerite
Shuttle Service
Purchase of
additional shuttles
to meet demand
Between 2011-2018, the fleet was expanded
to five renewable diesel-electric hybrid
buses and 41 all-electric buses.

Yes, complies - completed.

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Agreement Section 5 Compliance Table

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SUMC Development Agreement, Section 5 - SUMC Parties’ Promises Attachment C FY 2024-2025
4 SUMC Development Agreement Compliance: FY 2024-20251
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3 2
5(c)(viii)
SUMC
Transportation
Demand
Management
(TDM)
Coordinator
SUMC hires
coordinator to
promote alternative
transportation
options
TDM Coordinator was hired in March 2012.

This position has since been elevated to a
TDM Program Manager position and the
position remains filled.

Yes, complies.
5(c)(ix)
Monitoring of
TDM Programs
Yearly report
regarding
alternative transit
mode use
SUMC timely submitted their annual
Alternative Mode Share report for FY 2024-
2025.

The SUMC parties found that the alternative
mode share milestone target of 33%
outlined in SUMC DA Section 5(c)(ix) was
met for 2025.

Yes, complies.

Linkages
DA
Section Description Summary Activity Complies?
5(d)(i) Intermodal
Transit Fund
$2.25M payment to
improve pedestrian
linkages to PA
Intermodal Transit
Center
$2.25M City fund established on August 25,
2011. City constructed temporary
improvements prior to the issuance of the
first Hospital Occupancy Permit (LPCH) to
serve the linkage goal and functional
requirements.

No expenditures were planned or made in
FY 2024-25.

Yes, complies - Fund
activity and balances in FY
2024-25 reported in
Attachment E.
5(d)(ii) Quarry Road
Fund
$400K payment to
improve pedestrian
linkages along
Quarry Road
$400K City fund established on August 25,
2011. City constructed the improvements
prior to the issuance of the first Hospital
Occupancy Permit (LPCH) to serve the
linkage goal and functional requirements.

Yes, complies – Completed
FY 2019.

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SUMC Development Agreement, Section 5 - SUMC Parties’ Promises Attachment C FY 2024-2025
4 SUMC Development Agreement Compliance: FY 2024-20251
0 2
3 2
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SUMC Development Agreement, Section 5 - SUMC Parties’ Promises Attachment C FY 2024-2025
5 SUMC Development Agreement Compliance: FY 2024-20251
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3 2
5(d)(iii) Stanford Barn
Connection
SUMC budgets up to
$700K for
connections in the
vicinity of barn
SUMC constructed the Stanford Barn
Connection prior to the issuance of the first
Hospital Occupancy Permit (LPCH) to serve
the linkage goal and facilities are fully
operational.

Yes, complies –
Completed.

Infrastructure, Sustainable Neighborhoods and Communities, and Affordable Housing DA
Section Description Summary Activity Complies?
5(e)
Infrastructure,
Sustainable
Neighborhoods
and
Communities,
and Affordable
Housing Fund
$23.2M payment for
these uses
$23.2M fund established between 2011-
2017. There was a $4.1M expenditure
budgeted from this fund during the
reporting period FY 2024-25. Actual
expenditure $4.075M
The funds allotted to Affordable Housing
were fully exhausted in FY 2013 for the
Stevenson House Project, and in FY 2020 for
the Wilton Court Housing Project.

Yes, complies -Fund
activity and balances in FY
2024-2025 reported in
Attachment E.

Climate Change
DA
Section Description Summary Activity Complies?
5(f)
Climate Change
– Sustainability
Programs
Benefit Fund
$12M payment for
climate change-
related projects and
programs
$12M fund established 2011-2017.

No expenditures were planned or made in
FY 2024-25.

Yes, complies -Fund
activity and balances in FY
2024-25 reported in
Attachment E.

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ATTACHMENT D
FISCAL YEAR 2024-2025 ANNUAL REPORT SUPPLEMENT
SUMC Development Agreement Annual Reporting
Background and Purpose
On June 6, 2011, the City Council approved Comprehensive Plan amendments, zoning changes, a conditional use permit, annexation and design applications for the Stanford University Medical Center Facilities Renewal and Replacement Project (the “Projects”). The Projects include the construction of a new Stanford Hospital and clinics buildings, an expansion of the Lucile Packard Children’s Hospital, construction of new School of Medicine buildings, renovation of the existing Hoover Pavilion, construction of a new medical office building and parking garage at Hoover Pavilion, roadway improvements along Welch Road and Durand Way, and SUMC design guidelines. A Development Agreement (the “Agreement”) vesting these approvals was entered into between the SUMC Parties and the City and was effective on June 6, 2011 and continues for thirty (30) years from the effective date.

The Agreement requires an annual report, prepared by SUMC that outlines the activities of the preceding year and the efforts to fulfill the obligations of the Agreement.

Per the requirements of sections 12(a) and 12(c) of the Agreement, The City of Palo Alto is to prepare a supplement to the annual report that contains an accounting of the funds described in the Section 5 of the Agreement (“SUMC Parties’ Promises”) including the fund balances and expenditures and the purposes for which the expenditures were used.

Public Benefit Fund Accounting
This SUMC Annual Report Supplement covers the period during the fourteeth year of the Agreement:

June 6, 2024 through June 6, 2025. Accounting for the funds outlined extends through the end of the City’s FY 2025.

The specific funding accounts reported in this SUMC Annual Report Supplement are consistent with Section 5 of the Agreement. These funds have been assigned a unique cost center number for accounting purposes. This SUMC Annual Report Supplement also contains the investment earnings and the earnings allocation to the various cost centers.

In summary, the SUMC Parties have paid approximately $44.3 million in public benefit fees to the City since June 6, 2011 through the FY 2024-2025 reporting period. There were no required new payments from the SUMC Parties during the FY 2024-2025 reporting period.

The first payment of $20,800,333 on August 11, 2011 was for the following funds:
Fund for Community Health and Safety, Project Safety Net (Section 5(a)(iii)); Item 6
Attachment D - Supplement
to the Annual Report

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Fund for Expansion Cost Mitigation (Section 5(b)(iii)); Fund for Pedestrian and Bicycle Connections from Intermodal Transit Center to El Camino Real/Quarry Road Intersection (Section 5(d)(i));
Fund for Public Right of Way Improvements to Enhance Pedestrian and Bicycle Connections on Quarry Road (Section 5(d)(ii));
Fund for Infrastructure, Sustainable Neighborhoods and Communities and Affordable Housing (Section 5(e)), and
Fund for Climate Change - Sustainable Programs Benefit (Section 5(f)(i)).

The second payment of $11,733,333 payment on December 5, 2012 was for the following funds:
• Fund for Infrastructure, Sustainable Neighborhoods and Communities and Affordable Housing (Section 5(e)) and
• Fund for Climate Change - Sustainable Programs Benefit (Section 5(f)(i)).

The third payment and final payment of $11,744,533 on December 12, 2017 was for the following funds:
Fund for Infrastructure, Sustainable Neighborhoods and Communities and Affordable Housing (Section 5(e));
Fund for Climate Change -Sustainable Programs Benefit (Section 5(f)(i)); and Fund for Community Health and Safety, Project Safety Net (Section 5(a)(iii)).

Public Benefit Fund Expenditures
Expenditures and other activity occurred in the following funds in FY 2024-2025:

Budgeted:
$4.1 million transfer from the Infrastructure, Sustainable Neighborhoods and Communities, and Affordable Housing Fund to Capital Improvement Project Fire Station 4 Replacement (PE-18004); Actual:
$4,075,000 was transferred from the Infrastructure and Affordable Housing fund for the Fire Station #4 Replacement (PE-18004)
Item 6
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to the Annual Report

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Attachment D - Supplement
to the Annual Report

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Annual Report

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Public Works
Meeting Date: March 2, 2026
Report #:2510-5363
TITLE
Approval of Professional Services Contract No. C26194015 with Geosyntec Consultants, Inc. in an Amount Not to Exceed $795,965 for Design and Outreach Services for the City Park-Green Stormwater Infrastructure Project for the period of March 9, 2026 through March 31, 2028; CEQA Status – Exempt Pursuant to CEQA Guidelines Section 15306

RECOMMENDATION
Staff recommends that the City Council approve and authorize the City Manager or their designee to execute Contract No. C26194015 with Geosyntec Consultants, Inc. for design and outreach services for the City Park-Green Stormwater Infrastructure Project (SD-22001) in the not-to-exceed amount of $795,965, including $659,968 for basic services and $135,997 for optional services.

EXECUTIVE SUMMARY
The recommended contract with Geosyntec Consultants, Inc. will initiate the design and community outreach phase for a Green Stormwater Infrastructure project at Juana Briones Park. This project will advance the City’s Green Stormwater Infrastructure Plan and help the City meet Municipal Regional Stormwater Permit requirements. This contract is partially funded by a U.S. Environmental Protection Agency (EPA) grant.

BACKGROUND
Green Stormwater Infrastructure (GSI) is engineered infrastructure designed into parcels and streets which mimics natural processes to filter and slow stormwater runoff from paved surfaces. GSI provides a pathway for rain and stormwater to infiltrate into soil, reduces and/or treats pollutants, and slows runoff flows discharged to the storm drain system. The City’s 2019 GSI Plan1 outlines the City’s vision to increase the amount of GSI on City parcels and in the public right-of-way. This Plan is required by the San Francisco Bay Municipal Regional 1 City of Palo Alto Green Stormwater Infrastructure webpage; www.paloalto.gov/gsi Item 7
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Stormwater Permit3 (MRP), which also requires development projects that exceed impervious surface thresholds to use GSI to mitigate stormwater quality impacts.

In addition, the MRP requires that the City treat 3.92 acres of impervious surface by July 1, 2027. Thus far, the City has treated 14,730 square feet of impervious surface, or 8.6% of the required target. The proposed project supports the City in meeting this MRP requirement by treating approximately 6.6 acres of impervious surface, surpassing the requirement. The City will receive credit toward the MRP requirement for this project if its construction is funded and planned by the July 1, 2027 due date. The overage beyond the required 3.92 acres may be used to meet a future regulatory target or to offset stormwater treatment requirements through an alternate compliance approach for projects that have space constraints.

The City of Palo Alto was awarded a grant in January 2021 from the U.S. Environmental Protection Agency’s (EPA) San Francisco Bay Water Quality Improvement Fund in the amount of $1,216,351 for the “Greening Stormwater Facilities for a Sustainable Community” project (Project) for the City4 and its Project partners. The grant provides water quality benefits through the construction of GSI and documentation of lessons learned that will inform future GSI design and maintenance practices. This Project also promotes GSI community engagement and education.

The Geosyntec Consultants, Inc. contract will focus on Project Tasks 1 and 4 of the following four grant tasks:
EPA Grant Task 1: designing and constructing GSI at one site in each of two cities – Palo Alto and Santa Clara.
EPA Grant Task 2: developing a “Lessons Learned” document that provides guidance for managing GSI projects with multiple goals such as improving green spaces. The Lessons Learned document will also build on existing guidance and design specifications and document water quality benefits.
EPA Grant Task 3: training grant partners on proper maintenance of GSI measures and producing a memorandum describing a framework for a (regional) GSI workforce development program.
EPA Grant Task 4: educating and engaging local communities regarding Project co- benefits, stormwater quality, and stormwater and GSI maintenance. 3 Municipal Regional Stormwater NPDES Permit, 2022;
https://www.waterboards.ca.gov/rwqcb2/board_decisions/adopted_orders/2022/R2-2022-0018.pdf 4 City Council, October 17, 2022; Agenda Item #5; SR #14463, https://portal.laserfiche.com/Portal/DocView.aspx?id=59217&repo=r-704298fc&searchid=54b8a2a4-61f0-44c3- 80c0-d8b2d77ce572
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The proposed Project location for Task 1 is Juana Briones Park (609 Maybell Avenue). The Project concept focuses on constructing a vegetated GSI measure in the portion of the park that has an existing “bowl-like” topography that receives water. The design will also improve the aesthetics of the park by installing plants and other features for sitting and enjoying the park (e.g., large boulders or other materials). The estimated drainage area is 14.8 acres, meaning that the Project, if constructed at this location, would receive and treat stormwater runoff from a 14.8 acre portion of the surrounding neighborhood. Of the 14.8 acres, 6.6 acres are impervious surface, which supports meeting the MRP requirement.

Although Juana Briones Park has been preliminarily selected as an ideal location for this Project, the ultimate location is dependent upon a community engagement process, support from the Parks and Recreation Commission (PRC), and passage of a Park Improvement Ordinance by the City Council.

ANALYSIS
Procurement Process
On June 3, 2025, the City released a Request for Proposals (RFP# 194015) for the Design and Outreach for a City Park-Green Stormwater Infrastructure Project. The solicitation was posted for 30 days, and 3,721 firms were notified through the City’s electronic procurement system, OpenGov. A mandatory pre-proposal meeting was held on June 11, 2025, where 27 individuals from 17 firms attended. The solicitation closed on July 3, 2025, and three qualified firms submitted proposals. The proposal amounts ranged from $627,308 to $764,422 for base work including a 10% contingency.

Staff from Public Works Watershed Protection and Engineering reviewed the three submitted proposals and invited the three firms for an interview. After the interviews were conducted, Geosyntec Consultants, Inc. received the highest combined score based on the City’s procurement criteria, the quality of the submitted proposal, and additional information provided during the interview. Geosyntec also fully considered the equipment that may be necessary for successful project execution in their proposed base bid and was the most clear and comprehensive about the services that would be included. Furthermore, the Geosyntec consultant team and subcontractors are located in the San Francisco Bay Area, which allows their staff and subcontractors to readily attend in-person meetings with staff and the public, and to conduct site visits. Geosyntec has a proven track record of delivering high-impact GSI projects across California, including extensive experience in the Bay Area. The lowest cost proposer, whose proposal amount was 5% lower than Geosyntec, did not score as high on other procurement criteria, is located in southern California, and has primarily worked on projects larger than the scope of the City’s project. Therefore, staff recommends Geosyntec Consultants, Inc. for this professional services contract. See Table 1 for the summary of the RFP process.

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Table 1: Summary of RFP Process
Proposal Description/Number Design and Outreach for a City Park-Green Stormwater Infrastructure Project / RFP 194015
Date of Solicitation Issued June 3, 2025
Pre-Proposal Meeting Date June 11, 2025
Date Solicitation Closed July 3, 2025
Proposed Length of Project 25 months
Number of vendors notified through City’s
eProcurement system
3,721
Total Days to Respond to Proposal 30
Number of Pre-Proposal Meeting Attendees at
Mandatory Pre-Proposal Meeting
27 attendees from 17 firms
Number of Proposals Received 3
Range of Proposal Amounts for Base Work With
10% Contingency
$627,308-$764,422
Project Overview
Under the recommended contract (Attachment A), Geosyntec will develop the engineering design and lead a community engagement process. The contract includes proposed conceptual and final designs for a GSI measure at Juana Briones Park, and construction bid documents, construction cost estimates, and community engagement during the design process.

The community engagement process will include two public meetings that will be held during the design process, and three presentations to the PRC to review the conceptual design and public feedback. Once the Project’s 35% design is completed, staff will prepare a Park Improvement Ordinance for consideration by City Council before the design is further developed. The planned completion date for the design is May 2027. The EPA grant deadline for all tasks is September 30, 2028.

If the proposed park location cannot be used due to public feedback or a physical constraint, the City may choose to investigate alternative locations through approval of Optional Services.

A similar public process to be conducted for the proposed Juana Briones location would need to be conducted with the alternative proposed location.

FISCAL/RESOURCE IMPACT
The total cost of Contract No. C26194015 with Geosyntec Consultants, Inc. is $795,965, which includes $659,968 for basic services ($599,971 plus a 10% contingency) and $135,997 for optional services should an alternate park location require evaluation and design.

A total of $400,000 from the U.S. Environmental Protection Agency (EPA) Water Quality Improvement Fund grant is available to support this contract. The remaining grant funds in the available grant budget are already allocated to other components of the larger EPA-funded Item 7
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project as described in Staff Report 14463.3 The balance of this contract cost, $395,965, will be funded by the remaining budget already allocated to this Capital Project (CIP SD-22001). At this time, no additional funding is required. If additional funding is required, it will be subject to the Council’s approval through the standard budget appropriation process. These expenses fall within the scope of the City’s ongoing stormwater and green infrastructure program and are consistent with planned expenditures for the current grant cycle.

STAKEHOLDER ENGAGEMENT
Two meetings were held to share the concept of a multi-benefit GSI project at the proposed Juana Briones Park location in December 2023 to gauge early interest and support. City staff met with the President and three resident members of the Barron Park Association. A meeting was also held in 2023 with two members of the PRC. The preliminary response from both groups was positive both about the project idea and the location, and they shared interest in learning more about different project options.

In addition, the proposed project was shared with the Stormwater Management Oversight Committee (SWMOC) on October 27, 2025. Staff gave a presentation regarding MRP compliance activities and shared the City’s progress in meeting GSI-required targets.

This Project involves a comprehensive stakeholder engagement process as described above.

Public meetings may include a site tour to introduce stakeholders to the project concepts at the proposed project location.

ENVIRONMENTAL REVIEW
Council action on this item is exempt from CEQA review under section 15306 of the CEQA Guidelines, because this contract for design of a GSI project will involve only minimal digging and surveying to inform the feasibility of project design. It involves basic data collection, research, experimental management, and resource evaluation activities which do not result in a serious or major disturbance to an environmental resource. The GSI project itself will undergo any required CEQA analysis at a later date, as the details of the project are determined.

ATTACHMENTS
Attachment A: Geosyntec Consultants, Inc. Contract C26194015 APPROVED BY:

Brad Eggleston, Director Public Works/City Engineer
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CITY OF PALO ALTO CONTRACT NO. C26194015

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF PALO ALTO AND GEOSYNTEC CONSULTANTS, INC.

This Agreement for Professional Services (this “Agreement”) is entered into as of the 2nd day of March, 2026 (the “Effective Date”) , by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and GEOSYNTEC CONSULTANTS, INC., a Florida corporation, located at 1340 Treat Boulevard, Suite 208, Walnut Creek, CA 94597 (“CONSULTANT”).

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

RECITALS

A. CITY intends to construct a Stormwater Treatment System (also known as Green Stormwater Infrastructure) in a City Park (the “Project”) and desires to engage a consultant to provide engineering design services in connection with the Project ( the “Services,” as detailed more fully in Exhibit A).

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

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

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

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

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

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

CONSULTANT shall provide on -call Services only by advanced, written authorization from CITY as detailed in this Section. On-call Services, if any, shall be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager, 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.

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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 March 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 Six Hundred Fifty-Nine Thousand Nine Hundred Sixty -Eight Dollars ($659,968). 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 One Hundred Thirty-Five Thousand Nine Hundred Ninety-Seven Dollars ($135,997) 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 Seven Hundred Ninety-Five Thousand Nine Hundred Sixty -Five Dollars ($795,965), 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 Services in this Section 4. CONSULTANT shall provide Additional Services only by advanced, written authorization from CITY as detailed in this Section . Additional Services , if any, shall be authorized by CITY with a Task Order assigned and authorized by CITY’s Project Manager, as identified in Section 13 (Project Management). Each Task Order shall be in substantially the same form as Exhibit A-1, entitled “PROFESSIONAL SERVICES TASK ORDER”. Each Task Order shall contain a specific scope of services, schedule of performance and maximum compensation amount, in accordance with the provisions of this Agreement. Compensation for Additional Services shall be specified by CITY in the Task Order, based on whichever is lowest: the compensation structure set forth in Exhibit C, the hourly rates set forth in Exhibit C-1, or a negotiated lump sum.

To accept a Task Order, CONSULTANT shall sign the Task Order and return it to CITY’s Project Manager within the time specified by the Project Manager, and upon authorization by CITY (defined as counter-signature by the CITY Project Manager), the fully 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 Services performed and the applicable charges (including , if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 1 3 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice.

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

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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 and shall be wholly responsible for the manner in which CONSULTANT performs the Services requested by CITY under this Agreement.

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

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

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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:

WRA Environmental Consultants, Inc. - Landscape Architecture and Public Outreach Towill, Inc. - Land Survey

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

SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Miguel Parames, PE, QSD/P as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day-to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s P roject Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s Project Manager.

CONSULTANT, at CITY’s request, shall 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 Pam Boyle Rodriguez , Public Works Department, Environmental Services Division, Palo Alto, CA , zipcode: 94303, Telephone: (650) 329-2421. CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time.

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

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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.

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

[Option B applies to any consultant who does not qualify as a design professional as defined in Civil Code Section 2782.8.] 16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, i ncluding 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.

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

SECTION 18. INSURANCE.

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

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

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

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

SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.

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 Docusign Envelope ID: 9522220A-B875-471E-85A1-F3DE409AEE01 Item 7
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or at law, the City Manager may terminate this Agreement sooner upon written notice of termination. Upon receipt of any notice of suspension or termination, CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination.

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

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

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

SECTION 20. NOTICES.

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

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

With a copy to the Purchasing Manager

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

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.

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

CONSULTANT certifies that no person who has or will 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 Section 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section

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

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

SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department , hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include , first, minimizing and reducing waste; second, reusing waste ; and, 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.

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(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 time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement.

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

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

OR

26.1. This Project is subject to prevailing wages and related requirements as a “public works” under California Labor Code Sections 1720 et seq. and related regulations.

CONSULTANT is required to pay general prevailing wages as defined in California Labor Code Section 1773.1 and Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq., as amended from time to time. Pursuant to Labor Code Section 1773, the CITY has obtained the general prevailing rate of per diem wages and the general rate for holiday and Docusign Envelope ID: 9522220A-B875-471E-85A1-F3DE409AEE01 Item 7
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overtime work in this locality for each craft, classification, or type of worker needed to execute the contract for this Project from the State of California Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the CITY’s Purchasing Department office. The general prevailing wage rates are also available at the DIR, Division of Labor Statistics and Research, web site (see e.g. http://www.dir.ca.gov/DLSR/PWD/index.htm) as amended from time to time. CONSULTANT shall post a copy of the general prevailing wage rates at all Project job sites and shall pay the adopted prevailing wage rates as a minimum. CONSULTANT shall comply with all applicable provisions of Division 2, Part 7, Chapter 1 of the California Labor Code (Labor Code Section 1720 et seq.), including but not limited to Sections 1725.5, 1771, 1771.1, 1771.4, 1773.2, 1774, 1775, 1776, 1777.5, 1782, 1810, 1813 and 1815 , and all applicable implementing regulations, including but not limited to Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq. (8 CCR Section 16000 et seq.) , as amended from time to time. CONSULTANT shall comply with the requirements of Exhibit E , entitled “ DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS”, for any contract for public works construction, alteration, demolition, repair or maintenance , including but not limited to the obligations to register with, and furnish certified payroll records directly to, DIR.

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

This Project is a 9204 Public Works Project and is required to comply with the claims procedures set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”.

OR

This Project is not a 9204 Public Works Project.

SECTION 28. CONFIDENTIAL INFORMATION.

28.1. In the performance of this Agreement, CONSULTANT may have access to CITY’s Confidential Information (defined below). CONSULTANT will hold Confidential 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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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 In formation, 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.

29.10 This Agreement will be funded, at least in part, with grant funds from the United States Environmental Protection Agency (EPA). CONSULTANT must comply with all applicable requirements of the grant, including applicable requirements for non -federal entity contracts under federal awards as specified in 2 CFR Appendix II to Part 200. These include:
a) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended— CONSULTANT must comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401 -7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251 -1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
b) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non - Federal award.

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c) In the performance of this contract, the CONSULTANT shall make maximum use of products containing recovered materials that are EPA -designated items unless the product cannot be acquired competitively within a timeframe providing for compliance with the contract performance schedule; meeting contract performance requirements; or at a reasonable price. Information about this requirement, along with the list of EPA -designated items, is available at EPA’s Comprehensive Procurement Guidelines webpage:
https://www.epa.gov/smm/comprehensive-procurement-guideline- cpgprogram. The Contracto r also agrees to comply with all other applicable requirements of Section 6002 of the Solid Waste Disposal Act. d) Domestic Preference for Procurements : As appropriate, and to the extent consistent with law, the CONSULTANT should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States. This includes, but is not limited to iron, aluminum, steel, cement, and other manufactured products. For purposes of this clause , “Produced in the United States ” means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States. “Manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer- based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber.
e) The contractor shall not discriminate on the basis of race, color, national origin or sex in the performance of this contract. The contractor shall carry out applicable requirements of 40 CFR part 33 in the award and administration of contracts awarded und er EPA financial assistance agreements. Failure by the contractor to carry out these requirements is a material breach of this contract which may result in the termination of this contract or other legally available remedies.

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
EXHIBIT E: DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS
EXHIBIT F: GRANT AGREEMENT BETWEEN CITY OF PALO ALTO AND U.S. EPA
EXHIBIT G: U.S. EPA GENERAL TERMS AND CONDITIONS

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

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CONTRACT No. C26194015

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

GEOSYNTEC CONSULTANTS, INC.

Officer 1

By: ________________________________

Name: ______________________________

Title: _______________________________

Officer 2

By: ________________________________

Name: ______________________________

Title: _______________________________

Docusign Envelope ID: 9522220A-B875-471E-85A1-F3DE409AEE01 Senior Service Director
Christopher Wessel
Lisa Van Tassell
Vice President, Senior Principal
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EXHIBIT A

SCOPE OF SERVICES

BACKGROUND
The City of Palo Alto was awarded a grant in January 2021 from the U.S. Environmental Protection Agency’s (EPA) San Francisco Bay Water Quality Improvement Fund in the amount of $1,216,351. The grant provides water quality benefits through construction of green stormwater infrastructure (GSI), supports continuous improvement in GSI construction and maintenance, and promotes community engagement and learning about GSI through four tasks:
• EPA Grant Task 1: constructing GSI at one site in each of two cities – Palo Alto (Project) and Santa Clara.
• EPA Grant Task 2: developing a “lessons learned” document that provides guidance for managing GSI projects with multiple goals such as improving green spaces and pedestrian safety in areas surrounding GSI. The Lessons Learned document will also build on existing guidance and design specifications and document water quality benefits. • EPA Grant Task 3: training grant partners on proper maintenance of GSI features and producing a memorandum describing a framework for a GSI work force development program.
• EPA Grant Task 4: educating and engaging local communities, including students, regarding Project co-benefits, stormwater quality, and stormwater and GSI maintenance.

This scope focuses on Tasks 1 and Task 4 to provide engineering design of GSI in a City park and associated public outreach and support for a Park Improvement Ordinance process.

The tentative Project location is Juana Briones Park (609 Maybell Avenue) with parcel size and estimated tributary area of 4.6 ac and 14.8 ac, respectively. The preliminary plan is to divert flows from the storm drainpipe along Maybell Ave. to the tentative location. Overflows would be directed to the storm drain line on Arastradero Rd. The City anticipates a “stormwater park” with minimal to no infrastructure at which park visitors could spend time during non -rainy periods.

However, the design should be co mmunity-driven and meet the needs and interests of the park users.

The ultimate location of the Project is dependent upon public feedback and passage of a City Park Improvement Ordinance. The City may choose through approval of Additional Services t o investigate alternative locations through that have been previously evaluated. A similar public process that was conducted for the proposed Briones location would need to be conducted with the alternative proposed location.

SCOPE SUMMARY
The CONSULTANT shall support the City in designing a GSI Project in a City park. City staff from Watershed Protection will work closely with the CONSULTANT to provide in -house task assistance. Public Works Engineering staff will serve in an advisory role as needed. In addition to the preparation of the Project design and bid documents, the CONSULTANT will support City Docusign Envelope ID: 9522220A-B875-471E-85A1-F3DE409AEE01 Item 7
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staff through a thorough public process. The process will include two public meetings and three Parks and Recreation Commission (PRC) meetings. The PRC must recommend this Project 35% design) to City Council through a Parks Improvement Ordinance (PIO), and City Council must adopt the Ordinance before the Project can move forward to a more detailed design. Watershed Protection staff will assist obtaining internal feedback from key City staff, including Fire, Urban Forestry, Public Works Engineering, Public W orks Public Services, and Community Services.

CONSULTANT to provide one meeting seeking feedback during Task 2 from a list of staff provided by the City.

Task 1: Kick-Off Meeting and Work Plan
CONSULTANT shall:

1.1 Assist with agenda for Project Kick-off Meeting.

1.2 Support and attend a 2-hr Project Kick-Off Meeting with City staff and provide meeting notes for the City to review and approve.

1.3 Prepare a workplan for all contract tasks and obtain City’s approval of the work plan before performing the subsequent tasks. CONSULTANT will provide one round of review and consolidated comments of draft and final versions of Work Plan.

Deliverables:

1. Kick-off agenda

2. Meeting notes

3. Draft workplan, including a task schedule

4. Final workplan, including a task schedule

Task 2: Conceptual Engineering Design
The CONSULTANT shall produce a conceptual engineering design for the Project, assuming it will be constructed at Juana Briones Park ( see Additional Services of this Exhibit ). The CONSULTANT shall include design of a pumping system if needed.

The CONSULTANT shall plan a total of four site visits/meetings , three of which will be virtual.

The fourth will be a site visit with City staff that may include a limited field survey. One meeting shall include preparation for the public meeting and for the PRC meeting and another should focus on seeking feedback from a variety of City staff across relevant groups.

All data collected from the field shall be provided to the City for their records.

CONSULTANT shall perform all necessary assessments and investigations to determine the existing conditions and propose recommendations to the City for the Project. The CONSULTANT shall conduct the following subtasks under Task 2.

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2.1 Contact and coordinate with all regulatory agencies that will affect the proposed work to determine applicable codes and ordinances.

2.2 Meet with City staff to obtain as -builts and additional information and input as needed.

One (virtual) meeting will serve to obtain feedback from an array of staff across the City.

2.3 Obtain necessary field measurements to determine storm drain line elevations and other information needed to determine flow quantities and pumping needs.

2.4 Request necessary records from City Utilities Department. The purpose of the collection of utility information is to identify ownership of surface features that will be impacted by the work, and also to identify if there are any high -risk utilities within the Project limits that may be impacted by the work.

2.5 Prepare concept plans. The concept plans shall include preliminary site plan, design criteria and constraints, preliminary layouts and typical cross sections as necessary for presentation to the public meetings to obtain feedback and review by the City sta ff. Provide concept plans to the City in electronic format.

2.6 Prepare a Basis of Design Memo that will accompany the concept plan and summarize:
• Design criteria and assumptions, including MRP Provision C.3.d sizing methodology • LID feasibility assessment per MRP Provision C.3.c
• Regulatory considerations and permitting implications identified • Topographic and hydraulic constraints based on field data • Summary of input received from City staff and interdepartmental coordination • Construction and phasing considerations
• Identification of potential construction constraints and phasing considerations, including:
o Conflicts with existing utilities or surface features o Access limitations

2.7 Develop a preliminary cost estimate based on the conceptual design.

Assumptions:

1. City will provide as -builts and other available data, including City -owned utility information

2. The concept plan will include a single layout plan based on direction from City staff

3. Up to four (4) 1 -hour meetings with City staff , which will include three 1 -hr virtual meetings and one 2-hr, in-person meeting.

Deliverables:

1. Meeting notes for meetings and site visits with City staff identifying main points of agreement and action items

2. Draft conceptual engineering plans and sections, design criteria, calculations, and basis of design summary (PDF and AutoCAD)

3. Final conceptual engineering plans and sections, design criteria, calculations, and basis of design summary (PDF and AutoCAD)

4. Basis of Design memo (PDF)
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5. Preliminary cost estimate (Excel and PDF)

Task 3: 35% Engineering Design
CONSULTANT shall provide a 35% engineering design of the Project. The CONSULTANT shall conduct one site visit and three virtual meetings with City staff. Once meeting shall include preparation for the public meeting, and one shall include preparation for the PRC meeting. When a conceptional engineering design has received feedback from the public and the PRC (see Tasks 4-5) that will allow the Project to Proceed, the CONSULTANT shall incorporate feedback into a 35% engineering design.

CONSULTANT shall:

3.1 Conduct one site visit with City staff.

3.2 Perform a detailed topographic survey to support completion of the detailed design.

3.2 Develop site plan and cross sections showing existing and new grades, topography, location of trees, utilities, lights and other park structures, as applicable. Plans shall be in AutoCAD format. CONSULTANT shall provide two (2) hard copy sets and 2 2”x34” (ANSI D) size electronic copy of the topographic survey and 35% design plans.

3.3 Attend three, 2-hour virtual meetings with City staff and produce meeting notes.

3.4 Conduct necessary geotechnical investigation, including multiple CPTs and analysis.

3.5 Produce a 35% engineering design that has incorporated feedback from the public review of the conceptual (10%) design and includes a preliminary selection of materials and systems.

3.6 Develop Project schedule. Schedule shall include all needed times to complete all tasks, including City’s review times, permitting process, and construction period.

3.7 Update cost estimate based on 35% design.

Deliverables:

1. Meeting notes for meetings and site visit with City staff identifying main points of agreement and action items

2. Geotechnical Report

3. Two (2) hard copy sets and 24”x36” electronic copies of the topographic survey and 35% design plans

4. Updated Basis of Design Memo and supporting calculations to include (Word or PDF):
• Summary of design approach, and identification of design issues • Preliminary selections of materials and systems
• Definition of the facility sufficient to identify all major elements required, and the verification of feasibility of the design; and a list of permit requirements

5. Specification outline (Word)
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6. 35% engineering plans and calculations and geotechnical investigation results

7. Updated cost estimate (Excel)

8. Project schedule (PDF and MS Project)

Task 4: Public Outreach

The City intends to hold two public meetings: the first at conceptual design and the second at 35% design. Public meetings will be held in a hybrid format in which the CONSULTANT and City will host the meeting in person and the public may participate in person or virtually.

The City’s public outreach process will include two press releases, one fact sheet, Project announcement post cards to surrounding residents and businesses for each of the two public meetings, email announcements (three) to existing City distribution lists , social media postings (four), and a Project webpage. CONSULTANT assistance will be needed to provide content for the press releases, fact sheet, post cards, email announcements, and the webpage (initial posting and updates). CONSULTANT design assistance will be needed for the fact sheet, postcards, and email announcements. The webpage will be part of the City web site and will be uploaded by City staff. City staff will also prepare content for and upload social media postings.

Depending on the impact of the Project (e.g., if the public requests physical infrastructure as part of the Project), City staff may need to present the Project design to the Architectural Review Board (ARB). If needed, the ARB process would occur in parallel with requesting PIO recommendation from the Parks and Recreation Commission and CONSULTANT assistance may be requested in preparing materials.

CONSULTANT shall:

4.1 Review applicable federal requirements for public outreach accessibility and nondiscrimination and ensure they are addressed throughout the outreach process.

4.2 Develop a draft and final outreach plan and schedule that complies with applicable codes, ordinances, and federal rules and regulations and per City input. The Public Outreach Plan will be developed in close coordination with City staff and will:
• Establish goals and objectives
• Provide a community profile identifying key stakeholders and summarizing Juana Briones Park’s surrounding community
• Summarize how the plan meets applicable codes, ordinances, and federal rules and regulations for public outreach accessibility and nondiscrimination • Detail public outreach activities with roles and responsibilities • Provide a schedule of public outreach activities with key milestones

4.3 Attend two, 1-hr virtual meetings and produce meeting notes with City staff to obtain City input on the outreach plan and edit the outreach plan accordingly. One meeting will occur during the development of the Draft Public Outreach Plan, and one after the Draft Public Outreach Plan is delivered. Agendas and notes will be provided to the City. Following City review of the Draft Public Outreach Plan, the CONSULTANT will make one round of edits and deliver a Final Public Outreach Plan with a schedule.

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4.4 In parallel to working on the conceptual design, provide the following for Public Meeting #1:
• Content for one press release
• Content for one fact sheet
• Content for one postcard announcement

• Content for one email announcement
• Content for Project webpage.

Provide design assistance as needed for the postcard and fact sheet.

4.5 CONSULTANT will prepare for and participate in Public Meeting #1 , which will occur after the completion of the conceptual design and before work commences on the 35% design. In the meeting, CONSULTANT will provide a brief summary of the project components, their locations, footprints, and reasoning for inclusion. If there are alternatives for certain components which would need to be selected prior to completing the 35% Design and require public feedback, these will be presented as well.

The interdisciplinary design team will answer community questions relating to the major project design components, document and summarize all community input provided at the meeting, and propose design changes to the City before proceeding with developing the PRC Meeting #1 presentation or 35% Design.

4.6 In parallel to working on the 35% design, provide the following for Public Meeting #2:
• Content for one press release
• Content for one postcard announcement
• Content for one email announcement
• Updated content for Project webpage.

The design templates used for Public Meeting #1 will be used.

4.5 CONSULTANT will prepare for and participate in Public Meeting # 2, which will occur after the completion of the 35% design . In the meeting, CONSULTANT will present the 35% Design set to the community. CONSULTANT will pose a set of limited questions to the community to allow for community involvement and co -creation in the decision - making for the 65% design. This will include questions relating to the location and type of educational materials, aesthetic component s such as fencing and landscaping, and community access (as appropriate). CONSULTANT will answer community questions relating to the major project design components, document and summarize all community input provided at the meeting, and propose design changes to the City before proceeding with developing the Parks and Recreation Commission (PRC) Meeting #2 presentation (see Task 5) or 65% Design.

If public feedback indicates that the Project cannot proceed at Juana Briones Park, CONSULTANT shall produce a conceptual engineering design (Task 2) for the Project at one of four alternate locations previously identified by City and CONSULTANTS. Public outreach shall be conducted regarding this new location per the subtasks listed above. See Additional Services.

Assumptions:
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• Up to two, 1-hour virtual meetings with the City for Public Meeting preparation • Two hybrid Public Meetings (CONSULTANT will attend in person) City staff will provide embedded comments on the Draft Public Outreach Plan (Word) one week after the draft is delivered
• City will be responsible for distributing public outreach materials and setting up the project website
Deliverables:

1. Draft outreach plan and schedule with summary of how the plan meets applicable codes, ordinances, and federal rules and regulations (Word)

2. Final outreach plan and schedule with summary of how the plan meets applicable codes, ordinances, and federal rules and regulations (Word and PDF)

3. Attendance, notes, outcome summaries, and photographs from two public meetings

4. Development of content of outreach materials associated with both Public Meetings (see Tasks 4.4 and 4.6). Design of postcard and fact sheet.

Written summary of outreach outcomes from two public meetings, including public comments received in person and virtually

Task 5: Park Improvement Ordinance Process and Updates to Parks and Recreation Commission
City staff will attend up to three PRC meetings: the first at conceptual design, the second at 35% design for PIO recommendation, and the third at 65% design. After obtaining a PIO recommendation, City staff will request PIO adoption from the City Council before proceeding with the 65% design. City staff will seek assistance from the CONSULTANT in preparing presentations for the PRC meetings, and the CONSULTANT shall attend the PRC meetings virtually to respond to questions.

CONSULTANT shall:

5.1 Provide PowerPoint presentations for each of the three PRC meetings. Presentations will provide an overview of the Project designs and a summary of the public feedback.

5.2 Attend three PRC meetings virtually to respond to technical questions, if needed.

5.3 In the event that the City presents the Project design to the Architectural Review Board (ARB), CONSULTANT will assist with preparing ARB meeting materials by making minor revisions to materials produced for Public Meetings (Task 4) and PRC Meetings.

Assumptions:
• Up to three, 30-minute virtual meetings with the City for PRC Meeting preparation • Up to three hybrid PRC Meetings (CONSULTANT will attend virtually) Deliverables:

1. Meeting agendas and notes from virtual meetings with City staff

2. Three presentations for three PRC meetings
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Virtual attendance at three PRC meetings

Task 6: 65% Design and Construction Documents
Once the Park Improvement Ordinance is adopted by City Council, CONSULTANT shall prepare and provide the 65% design and construction documentation package . Plans shall conform to City’s Design Criteria.

CONSULTANT shall:

6.1 Develop the 65% engineering design and construction documentation package for the City’s review. CONSULTANTS shall follow City’s design details and requirements from the Public Works and Utilities’ Departments and Parks and Recreation guidelines among other City required formats and regulations . CONSULTANT shall include a : Site Plan, Existing Conditions, Proposed Improvements, including but not limited to utilities design and landscaping, Traffic Control Plan, Details, and other pertinent information for the City to review and provide comments. The existing conditions site plan shall show fences, gates, pedestrian pathways, structures, property lines, trees, topographic survey, and existing utilities within the site and surrounding areas.

Improvement plans will include major design components, including proposed storm drain improvements, proposed grading, proposed utilities or utility relocation, landscaping, and irrigation. If pumping is required to divert storm water from Maybell Avenue, a pump station improvement plan will be provided which includes mechanical, electrical, and instrumentation components.

6.3 Prepare draft technical specifications organized according to the Construction Specifications Institute (CSI) format (Divisions 00 –33) to accompany the 65% design.

Specifications are anticipated to include:
• Division 00 and 01 General Requirements (provided by the City) • Draft sections for relevant Divisions (e.g., 02 –33), including: Storm drain piping and structures
• Earthwork and concrete
• Landscape, signage, and irrigation systems
• Utilities
• GSI media, liners, and overflow elements
• Pump system components (if applicable)

6.4 Prepare a detailed Engineer’s Opinion on Probable Construction Cost (OPCC) using updated quantities and information from the 65% Design Plans. The Project estimate shall be organized as an itemized list of bid items and be based upon current construction pricing and escalated to mid -point (or other as determined by City during design process) of construction. CONSULTANT shall review recent City and regional cost estimates and its own cost estimating resources and will provide assumptions and supporting documentation used to prepare the estimate. CONSULTANT will contact vendors, suppliers, and contractors as necessary to develop a cost estimate based on references and information from within the last three calendar years. Risks such as long lead time items , economic Docusign Envelope ID: 9522220A-B875-471E-85A1-F3DE409AEE01 Item 7
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trends (to the extent foreseeable), and bid and construction schedules among others will be noted in the cost estimate.

6.5 Conduct a quality control (QC) review of design documents (Plans, Specifications, and Engineer’s Cost Estimates). The review will include a technical review of design calculations and drawings to verify conformance with City standards, consistency with MRP Provisions C.3.c and C.3.d, and constructability. Draft specifications will be cross - checked with design plans an d cost estimates. A QC review log will be prepared to document reviewer, comments, and resolution.

6.6 Submit 65% design package to City staff for review. City will circulate the submittal package to internal City departments for review and comments. City to provide comments to CONSULTANT to be organized in a matrix. CONSULTANT to begin addressing comments from each reviewer prior to hosting the 65% design review meeting (2-hr length) with City staff. CONSULTANT to provide a response to comments matrix to City staff after each review cycle.

Resolve comments and address unresolved comments regarding the 65% design.

CONSULTANT shall be responsible for resolving comments from each commenter and shall identify to City any comments that cannot be resolved. CONSULTANT shall conduct a 65% comments review meeting with City to discuss comments on the submittal package, to identify any significant design issues, and gain concurrence as to how the submittal shall be revised as appropriate to incorporate City’s comments.

6.7 Provide 65% design package to a list of external stakeholders provided by City staff.

CONSULTANT to obtain stakeholder comments and prepare written responses to all comments received . All redlined drawings shall be returned with CONSULTANT’S responses on the redlined drawings.

6.8 Attend five, one-hr bi-weekly meetings with City staff to facilitate coordination across City departments, provide design progress updates, discuss technical issue or design decisions, and track and resolve outstanding action items. CONSULTANT shall p roduce meeting notes with action items for all meetings.

6.9 Coordinate identification and marking of all utilities. Contact Underground Service Alert to mark all utilities locations. All potential utility conflicts shall be discussed with the City and coordinated with each respective utility agency to clear all con flicts. The Project plan shall clearly identify all existing utilities that will be and potentially be impacted during construction.

Assumptions:
• City will provide AutoCAD title block
• City will provide standard construction details and technical specifications • City will coordinate other department invitees to the bi-weekly meetings • City will facilitate consolidation of comments from City departments to provide to

CONSULTANT
Deliverables:

1. 65% plans, specifications, and cost estimate

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3. Meeting notes from five meetings

Task 7: 95% Construction Documents
Following the submission of the 65% design documents and the subsequent design review meeting with City staff, the project will enter a formal design freeze. At this point, the design direction, layout, and major infrastructure elements will be considered fixed for the purposes of advancing to 95% and 100% construction documents. Any substantial changes requested by the City or other stakeholders after this milestone, including but not limited to changes in GSI footprint, diversion routing, utility alignmen ts, or major grading modifications, will be considered a change in condition. Such changes may require additional scope, schedule adjustments, and/or budget modifications, and will be addressed through a formal change order process in coordination with the City.

CONSULTANT will advance the 65% design into a 95% construction document package that will incorporate all feedback received from City staff during the 65% design review and will prepare the project for final design and bidding.

CONSULTANT shall:

7.1 Prepare 95% construction documents and supporting information for the City’s review and approval that incorporates comments received during the 65% plan review period.

Documents shall include:
• Title sheets
• General sheets
• Construction details
• Construction notes
• Updated technical specifications to reflect 95% design • Modified sections to City standard specifications and supplementary conditions specifications to suit Project. Modified sections include, but not be limited to, general information, summary of work, measurement and payment for bid items, permitting and agency regulatory requirements, etc.
• Assumptions and exclusions.

7.2 Prepare an updated engineering cost estimate and include any updated materials, quantities, and unit costs.

7.3 Prepare an updated Project schedule.

7.4 Provide final version of written response matrix to City’s comments on 65% PS&E (Plans, Specifications, and Engineer’s Cost Estimates).

7.5 Conduct a quality control (QC) review of design documents (i.e., Plans, Specifications, and Engineer’s Cost Estimates). Prepare a QC review log to document reviewer, comments, and respective resolutions.

7.6 Submit 95% design package to City staff for review. City will circulate the submittal package to internal City departments for review and comments. City to provide comments Docusign Envelope ID: 9522220A-B875-471E-85A1-F3DE409AEE01 Item 7
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to CONSULTANT to be organized in a matrix. CONSULTANT to address comments from each reviewer prior to hosting the 95% design review meeting with City staff.

7.7 Attend three, one-hr bi-weekly meetings with City staff to facilitate coordination across City departments, provide design progress updates, discuss technical issue or design decisions, and track and resolve outstanding action items. CONSULTANT shall produce meeting notes.

7.8 CONSULTANT shall facilitate a formal 2-hr, design review meeting following receipt of consolidated City comments on the 95% design package. CONSULTANT shall prepare a comprehensive response to comments table.

Assumptions:
• City will not provide additional comments after the 65% design review until the review of the 95% design plans.
• City will coordinate City department invites to bi-weekly meetings. • City will provide consolidated comments from City departments prior to 95% design review meeting.
• Geosyntec will plan, coordinate, schedule, attend meetings, and produce meeting notes with action items for all meetings with the City as deemed necessary to efficiently complete this phase in a timely manner.
• Geosyntec will provide a written response matrix to City’s comments on 65% PS&E (Plans, Specifications, and Engineer’s Cost Estimates). • Geosyntec will conduct a quality control (QC) review of design documents (i.e., Plans, Specifications, and Engineer’s Cost Estimates).
• A design freeze (i.e., City staff will not provide comments) will take place following the 65% PSE submittal.

Deliverables:

1. 95% plans, specifications, and cost estimate

2. Updated project schedule

3. Quality control log for 95% design submittal

4. Written response matrix on 65% PS&E

5. Meeting notes from three bi-weekly meetings and 95% design review meeting

6. Required information for the City’s Project Specific Specification Book

Task 8: 100% Construction/Bid Documents
Based on City’s comments and direction on the 95% PS&E, CONSULTANT shall revise the 95% PS&E to produce the 100% PS&E, which will be included in the City’s bid solicitation package.

CONSULTANT shall:

8.1 Prepare 100% construction documents, including plan specifications and supporting information, based on feedback regarding the 95% design provided by the City.

Construction/bid documents to be stamped and signed by CONSULTANT’S Project Engineer.

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8.3 Prepare a final cost estimate with backups and justifications for unit pricing.

8.4 Prepare a final project schedule.

8.5 Provide written response matrix to City’s comments on 95% PS&E.

8.6 Provide list of potential bidders including company name, email address, contact number, and address of business.

8.7 Provide the 100% Design Submittal Package ( plans, specifications, engineer’s cost estimate, and project bid and construction schedule) to City to ensure that all comments and issues have been rectified. After the 100% Design Submittal Package has been deemed acceptable, City staff will then submit the 100% Design Submittal Package to the Building Division and Fire Department for review and approv al. Rectify any issues regarding the 100% Design Submittal Package identified by staff. CONSULTANT to resolve comments from other City departments. A meeting will be held with City staff to review the submittal.

Assumptions:
• City will coordinate review by City departments
Deliverables:

1. 100% design plans, specifications, and cost estimate

2. Meeting notes from a meeting to resolve remaining comments (if meeting is held)

3. List of potential bidders

4. Written response matrix

Task 9: Bid and Award Phase Assistance
CONSULTANT shall assist the City during the bidding and award phase, answer questions from bidders, and help and prepare exhibits for addenda when needed.

The City will provide the following assistance during the Bid and Construction phases:
• Bid solicitation process: advertisement, bidders list, assistance in obtaining bid document review comments, and reproduction of copies of the bid and construction documents to contractors.
• General and supplementary conditions and City’s boilerplate specifications (work hours, duration, truck routes, etc.). CONSULTANT is responsible for reviewing and verifying all supplied information.
• Review of bids, identification of the responsible bidders, and preparation of the award construction contract.

CONSULTANT shall:

9.1 Attend one Pre-bid Conference/Site Visit.

9.2 Spend up to 14 hours assisting the City with responses to bidders’ inquiries through the City’s Project Manager.

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9.3 Spend up to 14 hours assisting the City with addenda to the construction documents as needed to respond to bidder’s inquiries and clarify the intent of bid documents.

9.4 Spend up to 10 hours preparing Conformed Set of design (in PDF or other format if requested)
Assumptions:
• City will assemble and solicit all bid materials
• City will coordinate, provide materials to bidders, and lead the Pre-bid Conference • CONSULTANT will provide all deliverables in PDF format via email • CONSULTANT to s pend up to 14 hours assisting the City with responses to bidders’ inquiries

• CONSULTANT to spend up to 14 hours assisting the City with addenda to the construction documents
• CONSULTANT to spend up to 10 hours preparing Conformed Set of design Deliverables:

1. Written responses to bidder’s inquiries

2. Support information for addenda

3. Conformed Set

Task 10: Compliance and Reporting
CONSULTANT shall comply with the U.S. EPA Grant Agreement ( Exhibit F), EPA General Terms and Conditions (Exhibit G), and federal contract requirements (Exhibit E).

CONSULTANT shall provide quarterly progress reports for work conducted by the Geosyntec Team within 30 calendar days after the end of each Federal fiscal quarter. Quarterly progress reports will contain information required by the EPA Grant Agreement, including a discussion of activities conducted, progress towards milestones, problems encountered and their resolution, activities planned, financial accounting of costs incurred during the quarter, and cumulative project costs.

Deliverables:

Up to seven q uarterly reports as required by the EPA Grant Agreement and General Terms and Conditions and the federal regulations cited therein (MS Word format)

Task 11: Additional Services / Alternate Design at City of Palo Alto Request

As detailed in Task 2, Juana Briones Park has been determined as the most feasible and beneficial location for the Project and the CONSULTANT will provide the conceptual engineering services for the Green Stormwater Infrastructure at Juana Briones Park. However, if public feedback at the conceptual engineering phase indicates that the Project cannot proceed at Juana Briones Park, the CONSULTANT shall produce a conceptual engineering design at one of four alternate locations Docusign Envelope ID: 9522220A-B875-471E-85A1-F3DE409AEE01 Item 7
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previously identified by CONSULTANT and City. City shall select the alternate site from this previously identified list within two weeks of Public Meeting #1. The location shall be pre - approved by the City. A similar public process would need to be conducted with the alternative proposed location. This optional service will also include development of a new project schedule.

This optional conceptual engineering task can only be performed at City’s request and upon City’s approval.

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

Tasks Timeline

1. Kick-off Meeting and Work Plan March 2 - March 13, 2026

2. Conceptual (10%) Engineering Design March 9 - May 15 , 2026

3. 35% Engineering Design June 24 - September 22, 2026

4. Public Outreach

4.5 Public Meeting #1

4.7 Public Meeting #2
March 16 – October 27, 2026
May 27, 2026
October 7, 2026

5. Park Improvement Ordinance Process and
Updates to Parks and Recreation
Commission

5.2 PRC Meeting #1
PRC Meeting #2
PRC Meeting #3
June 23, 2026 - March 23, 2027

June 23, 2026
October 27, 2026
March 23, 2027

6. 65% Engineering Design and Construction
Documents
November 17, 2026 - March 23, 2027

7. 95% Construction Documents March 24 - June 7, 2027

8. 100% Construction Documents June 8 - July 19, 2027

9. Bid and Award Phase Assistance July 20 - October 11, 2027

10. Compliance and Reporting April 29, 2026 – October 11, 2027

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

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

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EXHIBIT C

COMPENSATION

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

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

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

BUDGET SCHEDULE

TASK NOT TO EXCEED
AMOUNT
Task 1 (Kick-off Meeting and Work Plan) $12,805
Task 2 (Conceptual (10%) Engineering Design) $62,572
Task 3 (35% Engineering Design) $145,774
Task 4 (Public Outreach) $42,140
Task 5 (Park Improvement Ordinance Process and Updates to Parks and Recreation Commission)
$18,480
Task 6 (65% Engineering Design and Construction Documents) $148,803 Task 7 (95% Construction Documents) $97,243
Task 8 (100% Construction Documents) $37,103
Task 9 (Bid and Award Phase Assistance) $21,672
Task 10 (Compliance and Reporting) $13,379
Sub-total for Services $599,971
Reimbursable Expenses (if any) $0
Total for Services and Reimbursable Expenses $599,971
10% Contingency $59,997
Total including Contingency $659,968
Task 11: Additional Services / Alternate Design at City of Palo Alto Request (if any, per Section 4)
$135,997
Maximum Total Compensation $795,965

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 Docusign Envelope ID: 9522220A-B875-471E-85A1-F3DE409AEE01 Item 7
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expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder.

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

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

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

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

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EXHIBIT C-1

SCHEDULE OF RATES

CONSULTANT’s schedule of rates is as follows:

Geosyntec Consultants

Position/Job Title Hourly Rates
Staff Professional …………………………$181
Senior Staff Professional ………………….$206
Professional ……………………………….$234
Project Professional ……………………….$262
Senior Professional ………………………..$294
Principal …………………………………...$320
Senior Principal ……………………………$340
Technician I ………………………………..$99
Technician II ………………………………$109
Senior Technician I ………………………..$119
Senior Technician II ……………………….$129
Site Manager I ……………………………..$140
Site Manager II ……………………………$160
Construction Manager I ……………………$170
Construction Manager II ……………………$186
Senior Designer ……………………………$222
Designer ……………………………………$186
Senior Drafter/Senior CADD Operator ……$170
Drafter/CADD Operator/Artist …………….$155
Project Administrator ………………………$101
Clerical ……………………………………..$83

WRA Environmental Consultants

Position/Job Title Hourly Rates
Director/Principal ......................................... $313 Senior Associate .......................................... $272 Associate ...................................................... $229 Senior Scientist............................................. $209 Scientist ........................................................ $192 Senior Technician ......................................... $165 Technician .................................................... $136

Landscape Design
Sr Associate Landscape Architect ............... $272
Associate Landscape Architect ................... $229
Landscape Architect .................................... $209 Landscape Designer III ................................ $192 Docusign Envelope ID: 9522220A-B875-471E-85A1-F3DE409AEE01 Item 7
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Landscape Designer II ................................. $165 Landscape Designer I .................................. $144

Environmental Planning
Environmental Planning Director .................$313
Senior Environmental Planner ......................$289 Sr Associate Environmental Planner ............$272
Associate Environmental Planner .................$229
Environmental Planner II ..............................$209 Environmental Planner I ...............................$192 Assistant Environmental Planner II ..............$165
Assistant Environmental Planner .................$144

Conservation Strategies
Conservation Strategies Sr Project Mgr. ......$289
Conservation Strategies Sr Associate ..........$272
Conservation Strategies Associate ...............$246
Conservation Strategies Sr Scientist ............$219
Conservation Strategies Scientist ................$197
Conservation Strategies Sr Technician ........$177
Conservation Strategies Technician .............$154

Engineering
Senior Engineer ...........................................$289 Sr Associate Engineer ..................................$281 Associate Engineer .......................................$246 Engineer II / Geomorphologist II .................$219
Engineer I / Geomorphologist I ....................$197 Assistant Engineer II ....................................$177 Assistant Engineer .......................................$154 GIS Mapping & Analysis
GIS Manager ...............................................$272 GIS Professional III ....................................$219 GIS Professional II .....................................$209 GIS Professional ........................................$192 GIS Sr Technician ......................................$165 GIS Technician...........................................$144

Field Specialists
Senior Field Technician .............................$192 Field Technician ........................................$144

Compliance Monitoring (OT = Rate x 1.5)
Senior Project Biologist .............................$134 Project Biologist ........................................$112

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Grant Cultivation & Administration
Community Resilience Team ....................$90-202
Clerical Support .........................................$100 Expert Witness ...........................................Rate x 1.5

Towill Surveying

Position/Job Title Hourly Rates
Principal Land Surveyor …………………..$267.00
Geomatics Principal Manager……………..$267.00
Senior Land Surveyor ……………………..$257.00
Senior Project Manager ……………………$257.00
Survey Project Manager…………………....$225.00
Project Surveyor …………………………...$190.00
Associate Surveyor ………………………...$175.00
Survey Technician (Office) ………….…….$149.00
CADD Technician …………………………$115.00
Project Safety Specialist / Coordinator ……$150.00
Project Coordinator ………………………..$99.00
Project Assistant …………………………...$80.00
Prevailing Wage Invoicing Rates by Field Survey Crew Classifications One-Person …………………………………$190.00
Two-Person ………………………………....$340.00
Three-Person ……………………………….$470.00

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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:

[email protected]

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EXHIBIT E

DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS
This Exhibit shall apply only to a contract for public works construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement with CONSULTANT without proof that CONSULTANT and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work, subject to limited exceptions. City requires CONSULTANT and its listed subcontractors, if any, to comply with all applicable requirements of the California Labor Code including but not limited to Labor Code Sections 1720 through 1861, and all applicable related regulations, including but not limited to Subchapter 3, Title 8 of the California Code of Regulations Section 16000 et seq., as amended from time to time. This Exhibit E applies in addition to the provisions of Section 26 (Prevailing Wages and DIR Registration for Public Works Contracts) of the Agreement.

CITY provides notice to CONSULTANT of the requirements of California Labor Code Section 1771.1(a), which reads:
“A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.”
This Project is subject to compliance monitoring and enforcement by DIR. All contractors must be registered with DIR per Labor Code Section 1725.5 in order to submit a bid. All subcontractors must also be registered with DIR. No contractor or subcontractor may be awarded a contract for public work on a public works project unless registered with DIR. Additional information regarding public works and prevailing wage requirements is available on the DIR web site (see e.g. http://www.dir.ca.gov) as amended from time to time.

CITY gives notice to CONSULTANT and its listed subcontractors that CONSULTANT is required to post all job site notices prescribed by law or regulation.

CONSULTANT shall furnish certified payroll records directly to the Labor Commissioner (DIR) in accordance with Subchapter 3, Title 8 of the California Code of Regulations Section 16461 (8 CCR Section 16461).

CITY requires CONSULTANT and its listed subcontractors to comply with the requirements of Labor Code Section 1776, including but not limited to:

Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per Docusign Envelope ID: 9522220A-B875-471E-85A1-F3DE409AEE01 Item 7
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diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively, CONSULTANT and its listed subcontractors, in connection with the Project.

The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of CONSULTANT and its listed subcontractors, respectively.

At the request of CITY, acting by its Project Manager, CONSULTANT and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the CITY Project Manager within ten (10) days of receipt of CITY’s request.

CITY requests CONSULTANT and its listed subcontractors to submit the certified payroll records to CITY’s Project Manager at the end of each week during the Project.

If the certified payroll records are not provided as required within the 10-day period, then CONSULTANT and its listed subcontractors shall be subject to a penalty of one hundred dollars ($100.00) per calendar day, or portion thereof, for each worker, and CITY shall withhold the sum total of penalties from the progress payment(s) then due and payable to CONSULTANT.

Inform CITY’s Project Manager of the location of CONSULTANT’s and its listed subcontractors’ payroll records (street address, city and county) at the commencement of the Project, and also provide notice to CITY’s Project Manager within five (5) business days of any change of location of those payroll records.

Eight (8) hours labor constitutes a legal day’s work. CONSULTANT shall forfeit as a penalty to CITY, $25.00 for each worker employed in the execution of the Agreement by CONSULTANT or any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day or forty (40) hours in any one calendar week in violation of the provisions of the Labor Code, and in particular, Sections 1810 through 1815 thereof, except that work performed by employees of CONSULTANT or any subcontractor in excess of eight (8) hours per day, or forty (40) hours during any one week, shall be permitted upon compensation for all hours worked in excess of eight (8) hours per day, or forty (40) hours per week, at not less than one and one-half (1&1/2) times the basic rate of pay, as provided in Section 1815.

CONSULTANT shall secure the payment of workers’ compensation to its employees as provided in Labor Code Sections 1860 and 3700 (Labor Code 1861). CONSULTANT shall sign and file with the CITY a statutorily prescribed statement acknowledging its obligation to secure the payment of workers’ compensation to its employees before beginning work (Labor Code 1861). CONSULTANT shall post job site notices per regulation (Labor Code 1771.4(a)(2)).

CONSULTANT shall comply with the statutory requirements regarding employment of apprentices including without limitation Labor Code Section 1777.5. The statutory provisions will be enforced for penalties for failure to pay prevailing wages and for failure to comply with wage and hour laws.

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W9 - 98T20101 - 0

RECIPIENT TYPE: Send Payment Request to:

Municipal Contact EPA RTPFC at: [email protected]
RECIPIENT: PAYEE:
98T20101GRANT NUMBER (FAIN):

W9
PAYMENT METHOD:

ASAP

DATE OF AWARD

MAILING DATE
ACH#
10/04/2021
PEND
U.S. ENVIRONMENTAL

PROTECTION AGENCY
Grant Agreement
MODIFICATION NUMBER:

PROGRAM CODE: 09/27/2021

TYPE OF ACTION
New
0 EIN:

City of Palo Alto
250 Hamilton Avenue
Palo Alto, CA 94301
94-6000389
250 Hamilton Avenue
City of Palo Alto
Palo Alto, CA 94301

PROJECT MANAGER EPA PROJECT OFFICER EPA GRANT SPECIALIST Pamela Boyle Rodriguez Erica Yelensky Danielle Carr
2501 Embarcadero Way 75 Hawthorne Street, WTR-2-2 Grants Branch, MSD-6 Palo Alto, CA 94303 San Francisco, CA 94105 75 Hawthorne Street [email protected]: San Francisco, CA 94105E-Mail: [email protected] 650-329-2421Phone: Phone: E-Mail:415-972-3021 [email protected] Phone: 415-972-3871
The project will provide water quality benefits by constructing green stormwater infrastructure (GSI) retrofits at two existing parking lots in Palo Alto and Santa Clara, CA. Additionally, the Project will develop a Guidebook for Greener Parking Facility Design and a certified workforce training framework for GSI maintenance, and provide community outreach and maintenance by trained partners and city staff. Anticipated deliverables include training materials, a quality assurance Project plan, quarterly reports, and as built drawings. Expected outcomes include providing an average of 282,000 gallons per year of stormwater retention and treating 13.4-20 mg/year of PCBs, 18-25 mg/year of Hg, and 1.9-2.8 million particles per year of microplastics. The intended beneficiaries include the cities of Palo Alto and Santa Clara California and improved water quality in San Francisco Bay.

This assistance agreement provides full federal funding in the amount of $1,216,351.00.

SAN FRANCISCO BAY AREA WATER QUALITY IMPROVEMENT FUND

PROJECT TITLE AND DESCRIPTION
$2,432,703.00

TOTAL PROJECT PERIOD COSTBUDGET PERIOD
10/01/2021 - 12/31/2025 $2,432,703.0010/01/2021 - 12/31/2025

TOTAL BUDGET PERIOD COSTPROJECT PERIOD

NOTICE OF AWARD
Based on your Application dated 05/13/2020 including all modifications and amendments, the United States acting by and through the US Environmental Protection Agency (EPA) hereby awards $1,216,351.00. EPA agrees to cost-share 50.00% of all approved budget period costs incurred, up to and not exceeding total federal funding of $1,216,351.00. Recipient's signature is not required on this agreement. The recipient demonstrates its commitment to carry out this award by either: 1) drawing down funds within 21 days after the EPA award or amendment mailing date; or 2) not filing a notice of disagreement with the award terms and conditions within 21 days after the EPA award or amendment mailing date. If the recipient disagrees with the terms and conditions specified in this award, the authorized representative of the recipient must furnish a notice of disagreement to the EPA Award Official within 21 days after the EPA award or amendment mailing date. In case of disagreement, and until the disagreement is resolved, the recipient should not draw down on the funds provided by this award/amendment, and any costs incurred by the recipient are at its own risk. This agreement is subject to applicable EPA regulatory and statutory provisions, all terms and conditions of this agreement and any attachments.

U.S. EPA, Region 9 Grants Branch, MSD-6
San Francisco, CA 94105
75 Hawthorne Street
San Francisco, CA 94105
THE UNITED STATES OF AMERICA BY THE U.S. ENVIRONMENTAL PROTECTION AGENCY

ISSUING OFFICE (GRANTS MANAGEMENT OFFICE)

ORGANIZATION / ADDRESS
75 Hawthorne Street

AWARD APPROVAL OFFICE

ORGANIZATION / ADDRESS
09/27/2021
DATECarolyn Truong - Grants Management Officer
U.S. EPA, Region 9, Water Division, WTR-1
R9 - Region 9
Digital signature applied by EPA Award Official

EXHIBIT F
U.S. EPA GRANT AGREEMENT WITH CITY OF PALO ALTO
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EPA Funding Information

FUNDS FORMER AWARD THIS ACTION AMENDED TOTAL
$0 $1,216,351EPA Amount This Action $1,216,351
$0 $0EPA In-Kind Amount $0
$0 $0Unexpended Prior Year Balance $0
$0 $0Other Federal Funds $0
$0 $1,216,352Recipient Contribution $1,216,352
$0 $0State Contribution $0
$0 $0Local Contribution $0
$0 $0Other Contribution $0
$0 $2,432,703Allowable Project Cost $2,432,703
Clean Water Act: Sec. 32066.126 - San Francisco Bay Water Quality Improvement Fund
Statutory Authority Regulatory AuthorityAssistance Program (CFDA) 2 CFR 200, 2 CFR 1500 and 40 CFR 33
Fiscal
Site Name Req No FY Approp.

Code
Budget
Oganization
PRC Object
Class
Site/Project Cost
Organization
Obligation /
Deobligation
- $1,216,351-4158000BK409L2B21222109W32011-
$1,216,351
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Total Approved Allowable
Budget Period Cost
Budget Summary Page
$939,814
$1,216,351
$2,432,703
$1,216,351
$0
$0
$0
$10,686
$1,028,666
Table A - Object Class Category
(Non-Construction)
$0
$446,366
$7,171
$1,216,351
$2,432,703
$0

1. Personnel

2. Fringe Benefits

3. Travel

4. Equipment

5. Supplies

6. Contractual

7. Construction

11. Total (Share: Recipient ______ % Federal ______ %)

8. Other

9. Total Direct Charges

12. Total Approved Assistance Amount

13. Program Income

14. Total EPA Amount Awarded This Action

15. Total EPA Amount Awarded To Date

10. Indirect Costs: 0.00 % Base

50.0050.00
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Administrative Conditions
General Terms and Conditions
The recipient agrees to comply with the current EPA general terms and conditions available at:
https://www.epa.gov/grants/epa-general-terms-and-conditions-effective-november-12-2020-or-later.

These terms and conditions are in addition to the assurances and certifications made as a part of the award and the terms, conditions, or restrictions cited throughout the award.

The EPA repository for the general terms and conditions by year can be found at: https://www.epa.gov/grants/grant-terms- and-conditions#general.

A. Federal Financial Reporting (FFR)
For awards with cumulative project and budget periods greater than 12 months, the recipient will submit an annual FFR (SF 425) covering the period from "project/budget period start date" to September 30 of each calendar year to the EPA Finance Center in Research Triangle Park, NC.  The annual FFR will be submitted electronically to [email protected] no later than December 30 of the same calendar year.  (NOTE: The grantee must submit the Final FFR to [email protected] within 120 days after the end of the project period.)
B. Procurement
The recipient will ensure all procurement transactions will be conducted in a manner providing full and open competition consistent with 2 CFR Part 200.319.  In accordance 2 CFR Part 200.324 the grantee and subgrantee(s) must perform a cost or price analysis in connection with applicable procurement actions, including contract modifications.

State recipients must follow procurement procedures as outlined in 2 CFR Part 200.317.

C. MBE/WBE Reporting, 40 CFR, Part 33, Subpart E (EPA Form 5700-52A) The recipient agrees to submit a “MBE/WBE Utilization Under Federal Grants and Cooperative Agreements” report (EPA Form 5700-52A) annually for the duration of the project period. The current EPA Form 5700-52A with instructions can be found at https://www.epa.gov/grants/epa-form-5700-52a-united-states-environmental-protection-agency-minority-business This provision represents an approved exception from the MBE/WBE reporting requirements as described in 40 CFR Section 33.502.

Reporting is required for assistance agreements where funds are budgeted for procuring construction, equipment, services and supplies (including funds budgeted for direct procurement by the recipient or procurement under subawards or loans in the “Other” category) with a cumulative total that exceed the Simplified Acquisition Threshold (SAT) currently, set at $250,000 (the dollar threshold will be automatically revised whenever the SAT is adjusted; See 2 CFR Section 200.1), including amendments and/or modifications. When reporting is required, all procurement actions are reportable, not just the portion which exceeds the SAT.

Recipients with expended and/or budgeted funds for procurement are required to report annually whether the planned procurements take place during the reporting period or not. If no budgeted procurements take place during the reporting period, the recipient should check the box in section 5B when completing the form.

When completing the annual report, recipients are instructed to check the box titled “annual” in section 1B of the form. For Docusign Envelope ID: 9522220A-B875-471E-85A1-F3DE409AEE01 Item 7
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the final report, recipients are instructed to check the box indicated for the “last report” of the project in section 1B of the form.  For section 2B, the Region 9 EPA DBA Coordinator is Fareed Ali, email: [email protected], phone: 415-972- 3665.

The annual reports are due by October 30th of each calendar year and the final report is due within 120 days after the end of the project period, whichever comes first.  The recipient will submit the MBE/WBE report(s) and/or questions to [email protected] and the EPA Grants Specialist identified on page 1 of the award document.

D. Indirect Costs
The Cost Principles under 2 CFR Part 200, Subpart E apply to this award.  Since there are no indirect costs included in the assistance budget, they are not allowable under this Assistance Agreement.

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Programmatic Conditions
a.]  Performance Reporting and Final Performance Report The recipient shall submit submit quarterly progress reports to the EPA Project Officer within 30 calendar days after the end of each Federal fiscal quarter (January 31, April 30, July 31, and October 31).The progress reports should include:
- a discussion of the activities conducted during the two quarters (including a comparison of actual accomplishments with the anticipated outputs and outcomes specified in the workplan), - progress towards milestones,
- problems encountered with achieving outputs and outcomes, and their resolution, - activities planned for the next two quarters,
- a financial accounting of costs incurred during the reporting period, - cumulative project costs (EPA and match amounts) since the beginning of the project, by task, and - identification of any special EPA assistance needed, and an explanation of any cost overruns.

The recipient will notify the EPA Project Officer if something materially impairs their ability to complete the tasks and deliver the products, outputs and outcomes identified in the workplan.  Within 120 days of the end of the project period, the recipient must submit 1 hardcopy of the final report, documenting project activities over the entire project period and the recipient's achievements with respect to the project's purposes and objectives. The final report must also be submitted electronically (by Email) to the EPA Project Officer.

Subaward Reporting
The recipient must report on its subaward monitoring activities under 2 CFR 200.331(d).  Examples of items that must be reported if the pass-through entity has the information available are:

1. Summaries of results of reviews of financial and programmatic reports.

2. Summaries of findings from site visits and/or desk reviews to ensure effective subrecipient performance.

3. Environmental results the subrecipient achieved.

4. Summaries of audit findings and related pass-through entity management decisions.

5. Actions the pass-through entity has taken to correct deficiencies such as those specified at 2 CFR 200.331(e), 2 CFR 200.207 and the 2 CFR Part 200.338 Remedies for Noncompliance. b.]  Grant Source Recognition
The recipient should publicly acknowledge the US EPA San Francisco Bay Water Quality Improvement Fund as the funding vehicle for the projects when the grantee is asked by public entities, federal agencies or state and local agencies about the projects and on-going results.
c.]  Competency of Organizations Generating Environmental Measurement Data In accordance with Agency Policy Directive Number FEM-2012-02, Policy to Assure the Competency of Organizations Generating Environmental Measurement Data under Agency-Funded Assistance Agreements, recipient agrees, by entering into this agreement, that it has demonstrated competency prior to award, or alternatively, where a pre-award demonstration of competency is not practicable, the recipient agrees to demonstrate competency prior to carrying out any activities under the award involving the generation or use of environmental data. The recipient shall maintain competency for the duration of the agreement’s period of performance, and this will be documented during the annual reporting process.  A copy of the Policy is available online at http://www.epa.gov/fem/lab_comp.htm, or a copy may also be requested by contacting the EPA project officer for this award.

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d.]  Quality Assurance Project Plan
In accordance with 2 CFR 1500.11, the recipient must develop and implement quality assurance and quality control procedures, specifications and documentation that are sufficient to produce data of adequate quality to meet project objectives. Recipients implementing environmental programs within the scope of the assistance agreement must submit to the EPA Project Officer an approvable Quality Assurance Project Plan (QAPP) at least 60 days prior to the initiating of data collection or data compilation. The Quality Assurance Project Plan (QAPP) is the document that provides comprehensive details about the quality assurance, quality control, and technical activities that must be implemented to ensure that project objectives are met. Environmental programs include direct measurements or data generation, environmental modeling, compilation of date from literature or electronic media, and data supporting the design, construction, and operation of environmental technology.  The QAPP should be prepared in accordance with EPA QA/R-5:

EPA Requirements for Quality Assurance Project Plans. No environmental data collection or data compilation may occur until the QAPP is approved by the EPA Project Officer and Quality Assurance Regional Manager. When the recipient is delegating the responsibility for an environmental data collection or data compilation activity to another organization, the EPA Regional Quality Assurance Manager may allow the recipient to review and approve that organization's QAPP.

Additional information on these requirements can be found at the EPA Office of Grants and Debarment Web Site:
https://www.epa.gov/grants/implementation-quality-assurance-requirements-organizations-receivingepafinancial e.]  Cybersecurity
(a) The recipient agrees that when collecting and managing environmental data under this assistance agreement, it will protect the data by following all State or Tribal law cybersecurity requirements as applicable. (b)(1) EPA must ensure that any connections between the recipient’s network or information system and EPA networks used by the recipient to transfer data under this agreement, are secure. For purposes of this Section, a connection is defined as a dedicated persistent interface between an Agency IT system and an external IT system for the purpose of transferring information. Transitory, user-controlled connections such as website browsing are excluded from this definition.

If the recipient’s connections as defined above do not go through the Environmental Information Exchange Network or EPA’s Central Data Exchange, the recipient agrees to contact the EPA Project Officer (PO) no later than 90 days after the date of this award and work with the designated Regional/Headquarters Information Security Officer to ensure that the connections meet EPA security requirements, including entering into Interconnection Service Agreements as appropriate.

This condition does not apply to manual entry of data by the recipient into systems operated and used by EPA’s regulatory programs for the submission of reporting and/or compliance data. (b)(2) The recipient agrees that any subawards it makes under this agreement will require the subrecipient to comply with the requirements in (b)(1) if the subrecipient’s network or information system is connected to EPA networks to transfer data to the Agency using systems other than the Environmental Information Exchange Network or EPA’s Central Data Exchange. The recipient will be in compliance with this condition: by including this requirement in subaward agreements; and during subrecipient monitoring deemed necessary by the recipient under 2 CFR 200.332(d), by inquiring whether the subrecipient has contacted the EPA Project Officer. Nothing in this condition requires the recipient to contact the EPA Project Officer on behalf of a subrecipient or to be involved in the negotiation of an Interconnection Service Agreement between the subrecipient and EPA.
***** END OF DOCUMENT *****
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EXHIBIT G
U.S. EPA GENERAL TERMS AND CONDITIONS
EFFECTIVE NOVEMBER 12, 2020

1. Introduction
(a) The recipient and any sub-recipient must comply with the applicable EPA general terms and conditions outlined below. These terms and conditions are in addition to the assurances and certifications made as part of the award and terms, conditions, and restrictions reflected on the official assistance award document.

Recipients must review their official award document for additional administrative and programmatic requirements. Failure to comply with the general terms and conditions outlined below and those directly reflected on the official assistance award document may result in enforcement actions as outlined in 2 CFR 200.339 and 200.340.
(b) If the EPA General Terms and Conditions have been revised, EPA will update the terms and conditions when it provides additional funding (incremental or supplemental) prior to the end of the period of performance of this agreement. The recipient must comply with the revised terms and conditions after the effective date of the EPA action that leads to the revision. Revised terms and conditions do not apply to the recipient’s expenditures of EPA funds or activities the recipient carries out prior to the effective date of the EPA action. EPA will inform the recipient of revised terms and conditions in the action adding additional funds.

2. Unif
orm Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards This award is subject to the requirements of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards; Title 2 CFR, Parts 200 and 1500. 2 CFR 1500.1, Adoption of 2 CFR Part 200, states Environmental Protection Agency adopts the Office of Management and Budget (OMB) guidance Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards to Non- Federal Entities (subparts A through F of 2 CFR Part 200), as supplemented by 2 CFR Part 1500, as the Environmental Protection Agency (EPA) policies and procedures for financial assistance administration. 2 CFR Part 1500 satisfies the requirements of 2 CFR 200.110(a) and gives regulatory effect to the OMB guidance as supplemented by 2 CFR Part 1500. This award is also subject to applicable requirements contained in EPA programmatic regulations located in 40 CFR Chapter 1 Subchapter B.

2.1. Effective Date and Incremental or Supplemental Funding. Consistent with the OMB Frequently Asked Questions at https://cfo.gov/cofar on Effective Date and Incremental Funding, any new funding through an amendment (supplemental or incremental) on or after December 26, 2014, and any unobligated balances (defined at 2 CFR 200.1) remaining on the award at the time of the amendment, will be subject to the requirements of the Uniform Administrative Requirements, Cost Principles and Audit Requirements (2 CFR Parts 200 and 1500).

3. Termi
nation
Consistent with 2 CFR 200.340, EPA may unilaterally terminate this award in whole or in part:
a. if a r
ecipient fails to comply with the terms and conditions of the award including statutory or regulatory requirements; or
b. if t
he award no longer effectuates the program goals or agency priorities. Situations in which EPA may terminate an award under this provision include when:
(i) EPA obtains evidence that was not considered in making the award that reveals that specific award objective(s) are ineffective at achieving program goals and EPA determines that it is in the government’s interest to terminate the award;
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(ii) EPA obtains evidence that was not considered in making the award that causes EPA to significantly question the feasibility of the intended objective(s) of the award and EPA determines that it is in the government’s interest to terminate the award;

(iii) EPA determines that the objectives of the award are no longer consistent with funding priorities for achieving program goals.

Financial Information

4. Reimbursement Limitation
EPA's financial obligations to the recipient are limited by the amount of federal funding awarded to date as reflected on the award document. If the recipient incurs costs in anticipation of receiving additional funds from EPA, it does so at its own risk. See 2 CFR 1500.9.

5. Automated Standard Application Payments (ASAP) and Proper Payment Draw Down

Electronic Payments. Recipients must be enrolled or enroll in the Automated Standard Application for Payments (ASAP) system to receive payments under EPA financial assistance agreements unless:

• EPA grants a recipient-specific exception or the assistance program has received a waiver from this requirement;
• The recipient is exempt from this requirement under 31 CFR 208.4; or, • The recipient is a fellowship recipient pursuant to 40 CFR Part 46.

EPA will not make payments to recipients until the ASAP enrollment requirement is met unless the recipients fall under one of the above categories. Recipients may request exceptions using the procedures below but only EPA programs may obtain waivers.

To enroll in ASAP, complete the ASAP Initiate Enrollment form located at:
https://www.epa.gov/financial/forms and email it to [email protected] or mail it to:

US Environmental Protection Agency
RTP-Finance Center (Mail Code AA216-01)
4930 Page Rd.

Durham, NC 27711

Under this payment mechanism, the recipient initiates an electronic payment request online via ASAP, which is approved or rejected based on the amount of available funds authorized by EPA in the recipient’s ASAP account.

Approved payments are credited to the account at the financial institution of the recipient organization set up by the recipient during the ASAP enrollment process. Additional information concerning ASAP and enrollment can be obtained by contacting the EPA Research Triangle Park Finance Center (RTPFC), at [email protected] or
919-541-5347, or by visiting: https://www.fiscal.treasury.gov/asap/.

EPA will grant exceptions to the ASAP enrollment requirement only in situations in which the recipient demonstrates to EPA that receiving payment via ASAP places an undue administrative or financial management burden on the recipient or EPA determines that granting the waiver is in the public interest. Recipients may request an exception to the requirement by following the procedures specified in RAIN-2018-G06-R .

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Proper Payment Drawdown (for recipients other than states)

a. As required by 2 CFR 200.305(b), the recipient must draw funds from ASAP only for the minimum amounts needed for actual and immediate cash requirements to pay employees, contractors, subrecipients or to satisfy other obligations for allowable costs under this assistance agreement. The timing and amounts of the drawdowns must be as close as administratively feasible to actual disbursements of EPA funds. Disbursement within 5 business days of drawdown will comply with this requirement and the recipient agrees to meet this standard when performing this award.

b. Recipients may not retain more than 5% of the amount drawn down, or $1,000 whichever is less, 5 business days after drawdown to materially comply with the standard. Any EPA funds subject to this paragraph that remain undisbursed after 5 business days must be fully disbursed within 15 business days of draw down or be returned to EPA.

c. If the recipient draws down EPA funds in excess of that allowed by paragraph b., the recipient must contact [email protected]
for instructions on whether to return the funds to EPA. Recipients must comply with the requirements at 2 CFR 200.305(b)(8) and (9) regarding depositing advances of Federal funds in interest bearing accounts.

d. Information on how to repay EPA via check is available at https://www.epa.gov/financial/makepayment.

Instructions on how to return funds to EPA electronically via ASAP are available at https://www.fiscal.treasury.gov/asap/

e. Failure on the part of the recipient to materially comply with this condition may, in addition to EPA recovery of the un-disbursed portions of the drawn down funds, lead to changing the payment method from advance payment to a reimbursable basis. EPA may also take other remedies for noncompliance under 2 CFR 200.208 and/or 2 CFR 200.339.

f. If the recipient believes that there are extraordinary circumstances that prevent it from complying with the 5- business day disbursement requirement throughout the performance period of this agreement, recipients may request an exception to the requirement by following the procedures specified in RAIN-2018-G06 -R. EPA will
grant exceptions to the 5-business day disbursement requirement only if the recipient demonstrates that compliance places an undue administrative or financial management burden or EPA determines that granting the exception is in the public interest.

Selected Items of Cost

6. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment This term and condition implements 2 CFR 200.216 and is effective for obligations and expenditures of EPA financial assistance funding on or after 8/13/2020.

As required by 2 CFR 200.216, EPA recipients and subrecipients, including borrowers under EPA funded revolving loan fund programs, are prohibited from obligating or expending loan or grant funds to procure or obtain; extend or renew a contract to procure or obtain; or enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. As described in Public Law 115-232
, section 889, covered telecommunications equipment is telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities).

Recipients, subrecipients, and borrowers also may not use EPA funds to purchase:

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infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities).

b. Telecommunications or video surveillance services provided by such entities or using such equipment.

c. Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country.

Consistent with 2 CFR 200.471, costs incurred for telecommunications and video surveillance services or equipment such as phones, internet, video surveillance, and cloud servers are allowable except for the following circumstances:

a. Obligating or expending EPA funds for covered telecommunications and video surveillance services or equipment or services as described in 2 CFR 200.216 to:
(1) Procure or obtain, extend or renew a contract to procure or obtain; (2) Enter into a contract (or extend or renew a contract) to procure; or (3) Obtain the equipment, services, or systems.

Certain prohibited equipment, systems, or services, including equipment, systems, or services produced or provided by entities identified in section 889, are recorded in the System for Award Management exclusion list.

7. Consultant Cap
EPA participation in the salary rate (excluding overhead) paid to individual consultants retained by recipients or by a recipient's contractors or subcontractors shall be limited to the maximum daily rate for a Level IV of the Executive Schedule, available at: https://www.opm.gov/policy-data-oversight/pay-leave/salaries-wages/, to be adjusted annually. This limit applies to consultation services of designated individuals with specialized skills who are paid at a daily or hourly rate. This rate does not include transportation and subsistence costs for travel performed (the recipient will pay these in accordance with their normal travel reimbursement practices).

Subagreements with firms for services which are awarded using the procurement requirements in Subpart D of 2 CFR Part 200 are not affected by this limitation unless the terms of the contract provide the recipient with responsibility for the selection, direction and control of the individuals who will be providing services under the contract at an hourly or daily rate of compensation. See 2 CFR 1500.10.

8. Establishing and Managing Subawards

If the recipient chooses to pass funds from this assistance agreement to other entities, the recipient must comply with applicable provisions of 2 CFR Part 200 and the EPA Subaward Policy, which may be found at:
https://wcms.epa.gov/grants/grants-policy-issuance-gpi-16-01-epa-subaward-policy-epa-assistance- agreement-recipients.

As a pass-through entity, the recipient agrees to:

1. Be responsible for selecting subrecipients and as appropriate conducting subaward competitions using a system for properly differentiating between subrecipients and procurement contractors under the standards at 2 CFR 200.331 and EPA’s supplemental guidance in Appendix A of the EPA Subaward Policy.

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subrecipients under EPA financial assistance programs and the pass-through entity must obtain prior written approval from EPA’s Award Official for subawards to these entities unless the EPA- approved budget and work plan for this agreement contain a precise description of such subawards.

(b) Stipends and travel assistance for trainees (including interns) and similar individuals who are not are not employees of the pass-through entity must be classified as participant support costs rather than subawards as provided in 2 CFR 200.1 Participant support costs, 2 CFR 200.1 Subaward, and EPA’s Guidance on Participant Support Costs.

(c) Subsidies, rebates and similar payments to participants in EPA funded programs to encourage environmental stewardship are also classified as Participant support costs as provided in 2 CFR 1500.1 and EPA’s Guidance on Participant Support Costs.

2. Establish and follow a system that ensures all subaward agreements are in writing and contain all of the elements required by 2 CFR 200.332(a). EPA has developed a template for subaward agreements that is available in Appendix D of the EPA Subaward Policy.

3. Prior to making subawards, ensure that each subrecipient has a “unique entity identifier.” This identifier is required for registering in the System for Award Management (SAM) and by 2 CFR Part 25 and 2 CFR 200.332(a)(1). The unique entity identifier currently is the subrecipient’s Data Universal Numbering System (DUNS) number. Information regarding obtaining a DUNS number and registering in SAM is available in the General Condition of the pass-through entity’s agreement with EPA entitled “Central Contractor Registration/System for Award Management and Universal Identifier Requirements” T&C of the pass- through entity’s agreement with the EPA.

4. Ensure that subrecipients are aware that they are subject to the same requirements as those that apply to the pass-through entity’s EPA award as required by 2 CFR 200.332(a)(2). These requirements include, among others:

(a) Title VI of the Civil Rights Act and other Federal statutes and regulations prohibiting discrimination in Federal financial assistance programs, as applicable.

(b) Reporting Subawards and Executive Compensation under Federal Funding Accountability and Transparency Act (FFATA) set forth in the General Condition pass- through entity’s agreement with EPA entitled “Reporting Subawards and Executive Compensation.”

(c) Limitations on individual consultant fees as set forth in 2 CFR 1500.10 and the General Condition of the pass-through entity’s agreement with EPA entitled “Consultant Fee Cap.”

(d) EPA’s prohibition on paying management fees as set forth in General Condition of the pass-through entity’s agreement with EPA entitled “Management Fees.”

(e) The Procurement Standards in 2 CFR Part 200 including those requiring competition when the subrecipient acquires goods and services from contractors (including consultants).

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consult with their EPA Project Officer for advice if necessary.

5. Ensure, for states and other public recipients, that subawards are not conditioned in a manner that would disadvantage applicants for subawards based on their religious character.

6. Establish and follow a system for evaluating subrecipient risks of noncompliance with Federal statutes, regulations and the terms and conditions of the subaward as required by 2 CFR 200.332(b) and document the evaluation. Risk factors may include:

Prior experience with same or similar subawards;

(a) Results of previous audits;

(b) Whether new or substantially changed personnel or systems, and;

(c) Extent and results of Federal awarding agency or the pass-through entity’s monitoring.

7. Establish and follow a process for deciding whether to impose additional requirements on subrecipients based on risk factors as required by 2 CFR 200.332(c). Examples of additional requirements authorized by 2 CFR 200.208 include:
(a) Requiring payments as reimbursements rather than advance payments;

(b) Withholding authority to proceed to the next phase until receipt of evidence of acceptable performance within a given period of performance;

(c) Requiring additional, more detailed financial reports;

(d) Requiring additional project monitoring;

(e) Requiring the non-Federal entity to obtain technical or management assistance, and

(f) Establishing additional prior approvals.

8. Establish and follow a system for monitoring subrecipient performance that includes the elements required by 2 CFR 200.331(d) and report the results of the monitoring in performance reports as provided in the reporting terms and conditions of this agreement.

9. Establish and maintain an accounting system which ensures compliance with the $25,000 limitation at 2 CFR 200.1, Modified Total Direct Costs, if applicable, on including subaward costs in Modified Total Direct Costs for the purposes of distributing indirect costs. Recipients with Federally approved indirect cost rates that use a different basis for distributing indirect costs to subawards must comply with their Indirect Cost Rate Agreement.

10. Work with EPA’s Project Officer to obtain the written consent of EPA’s Office of International and Tribal Affairs (OITA), prior to awarding a subaward to a foreign or international organization, or a subaward to be performed in a foreign country even if that subaward is described in a proposed scope of work.

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