usurped power; (h) actions or failures to act on the part of a governmental authority; (i) internet service interruptions or slowdowns, vandalism or cyber-attacks, or (j) any other cause beyond the reasonable control of such party.
21. Independent Contractor; No Third Party Beneficiary; Fulfillment Partners. The relationship of the parties shall be deemed to be that of an independent contractor and nothing contained herein shall be deemed to constitute a partnership between or a joint venture by the parties hereto or constitute either party the employee or agent of the other. Customer acknowledges that nothing in this Agreement gives Customer the right to bind or commit NEOGOV to any agreements with any third parties.
This Agreement is not for the benefit of any third party and shall not be deemed to give any right or remedy to any such party whether referred to herein or not. NEOGOV may designate any third-party affiliate, or other agent or subcontractor (each a “Fulfillment Partner”), without notice to, or the consent of, Customer, to perform such tasks and functions to complete any Services.
22. Entire Agreement; Amendment; Addendum. This Services Agreement, the Exhibits hereto, each Addendum (as may be applicable pursuant to the terms therein) and documents incorporated herein, the applicable Order Form, and Special Conditions (if any) constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous oral and written statements of any kind whatsoever made by the parties with respect to such subject matter. It is expressly agreed that the terms of this Agreement and any NEOGOV Order Form shall supersede the terms in any non-NEOGOV purchase order or other ordering document. Notwithstanding the foregoing, any Any conflict of terms shall be resolved by giving priority in accordance with the following order: 1) City of Palo Alto Professional Services Agreement 2) Other Special Conditions (if any), 3) the NEOGOV Services Agreement, 4) incorporated documents (including the Exhibits and each applicable Addendum), and 5)NEOGOV Order Form,. This Agreement supersedes the terms and conditions of any clickthrough agreement associated with the Services. This Agreement may not be modified or amended (and no rights hereunder may be waived) except through a written instrument signed by the parties to be bound. If you are subscribing for the HRIS, Vetted, or PowerEngage Platform, you hereby specifically agree to the terms of the applicable Addendum set forth on the NEOGOV Site. In addition, certain Services may disclose the use of artificial intelligence, in which case, Customer hereby agrees to the terms of the AI Addendum set forth on the NEOGOV Site.
23. General.
a) Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the state of California, without giving effect to conflict of law rules. Any legal action or proceeding relating to this Agreement shall be instituted only in any state or federal court in the County of Santa Clara, California or the Federal Northern District Court of California.
b) Severability. If any provision of this Agreement is held to be illegal or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that the remainder of this Agreement will continue in full force and effect.
Provisions that survive termination or expiration are those relating to, without limitation, accrued rights to payment, acknowledgements and reservations of proprietary rights, confidentiality obligations, warranty disclaimers, and limitations of liability, and others which by their nature are intended to survive. c) Notices. All notices or other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given either when personally delivered, one (1) business day following delivery by recognized overnight courier or electronic mail, or three (3) business days following deposit in the U.S. mail, registered or certified, postage prepaid, return receipt requested. All such communications shall be sent to (i) Customer at the address set forth in the Order Form and (ii) NEOGOV at the address specified in the applicable Order Form. d) Waiver. The waiver, express or implied, by either party of any breach of this Agreement by the other party will not waive any subsequent breach by such party of the same or a different kind. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which taken together shall constitute one and the same instrument.
e) Electronic Delivery. Delivery of a copy of this Agreement or an Order Form bearing an original signature by electronic mail or by any other electronic means will have the same effect as physical delivery of the paper document bearing the original signature.
f) Assignment. Customer may not assign this Agreement without the express written approval of NEOGOV Any attempt at assignment in violation of this Section shall be null and void. g) Construction. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6
Attachment A - Neogov
Contract C26193604
Item 6: Staff Report Pg. 48 Packet Pg. 316 of 1140
Professional Services
Rev. Oct 16,2024
exhibits, addendum, schedules, attachments, and appendices referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein. h) Subcontractors. For purposes of this Agreement, including any subsequent documentation requested by Customer pursuant to this Agreement, the term "subcontractors" shall exclude subcontractors (i) who perform routine software development and maintenance services which are not specific to the Customer, (ii) subcontractors who will not have any access to Customer Data, and (iii) subcontractors who have access to Customer Data solely within NEOGOV's or Customer's systems.
Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6
Attachment A - Neogov
Contract C26193604
Item 6: Staff Report Pg. 49 Packet Pg. 317 of 1140
Professional Services
Rev. Oct 16,2024
Exhibit G-1
Government Customer Addendum
If Customer is a Government Customer, the following Government Customer Addendum (“Government Addendum”) forms part of the Services Agreement, and in the case of any conflict or inconsistency between the terms and provisions of this Addendum and any other provision of the Services Agreement, the terms of this Government Addendum shall control. For purposes hereof, a “Government Customer” means a Customer which is a (a) U.S. Federal agency, (b) state government, agency, department, or political subdivision (including a city, county or municipal corporation), or (c) instrumentality of any of the foregoing (including a municipal hospital or municipal hospital district, police or fire department, public library, park district, state college or university, Indian tribal economic development organization, or port authority).
1. Applicability. The provisions of this Addendum shall apply as Customer is a charter city and municipal corporation within the State of California.
2. Reserved.
3. Indemnification. If Customer is prohibited by federal, state or local law from agreeing to hold harmless or indemnify third parties, Section 14(a) and the indemnification provision included in Section 18 of the Services Agreement shall not apply to Customer, to the extent disallowed by applicable law.
4. Open Records. If the Customer is subject to federal or state public records laws, including laws styled as open records, freedom of information, or sunshine laws (“Open Records Laws”) the confidentiality requirements of Section 12 of the Services Agreement apply only to the extent permitted by Open Records Laws applicable to the Customer. This Section is not intended to be a waiver of any of the provisions of the applicable Open Records Laws, including, without limitation, the requirement for the Customer to provide notice and opportunity for NEOGOV to assert an exception to disclosure requirements in accordance with the applicable Open Records laws.
5. Cooperative Purchasing. As permitted by law, it is understood and agreed by Customer and NEOGOV that any (i) federal, state, local, tribal, or other municipal government (including all administrative agencies, departments, and offices thereof); (ii) any business enterprise in which a federal, state, local, tribal or other municipal entity has a full, majority, or other controlling interest; and/or (iii) any public school (including without limitation K-12 schools, colleges, universities, and vocational schools) (collectively referred to as the “New Entity”) may purchase the Services specified herein in accordance with the terms and conditions of this Agreement. It is also understood and agreed that each New Entity will establish its own contract with NEOGOV, be invoiced therefrom and make its own payments to NEOGOV in accordance with the terms of the contract established between the New Entity and NEOGOV. With respect to any purchases by a New Entity pursuant to this Section, Customer: (i) shall not be construed as a dealer, re-marketer, representative, partner or agent of any type of NEOGOV, or such New Entity; (ii) shall not be obligated, liable or responsible for any order made by New Entities or any employee thereof under the agreement or for any payment required to be made with respect to such order; and (iii) shall not be obliged, liable or responsible for any failure by any New Entity to comply with procedures or requirements of applicable law or to obtain the due authorization and approval necessary to purchase under the agreement. Termination of this Agreement shall in no way limit NEOGOV from soliciting, entering into, or continuing a contractual relationship with any New Entity. Any New Entity who purchases Services under this Section hereby represents that is has the authority to use this Services Agreement for the purchase and that the use of the Services Agreement for the purchase is not prohibited by law or procurement regulations applicable to the New Entity.
Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6
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Contract C26193604
Item 6: Staff Report Pg. 50 Packet Pg. 318 of 1140
Professional Services
Rev. Oct 16,2024
Exhibit G-2
Integration Terms Addendum
NEOGOV offers integrations and platform APIs for integrations to third party systems (“Integration Services”). Customer may use only those Integration Services purchased or subscribed to as listed within the NEOGOV Order Form. The following terms (the “Integration Terms Addendum”) shall apply to the extent that Customer utilizes a system integration between the Services and either: (a) an affiliated integrated service, including those found at https://api.neogov.com/connect/marketplace.html (“Affiliated API”) or to the extent that Customer utilizes a system integration between the Services and an unaffiliated third-party service (“Customer Application”) integrated using NEOGOV’s open API (“Open API”). Integration Services are not available for HRIS Services and this Exhibit B shall not apply to HRIS Services.
1. Provision of Integrations. Subject to and conditioned on compliance with all terms and conditions set forth in this Agreement, NEOGOV hereby grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the applicable Term to use and/or access the Affiliated API as described in this Agreement, or the Open API for communication between Customer’s human resource related third application(s) that will interoperate with NEOGOV Services (collectively these uses shall be referred to as the “API” or “Integration”). Customer acknowledges there are no implied licenses granted under this Agreement. NEOGOV reserves all rights that are not expressly granted.
Customer may not use the API for any other purpose without our prior written consent. Customer may not share the API with any third party, must keep the API and all log-in information secure, and must use the API key as Customer sole means of accessing the API.
2. Integration Intellectual Property. All right, title, and interest in the API and any and all information, data, documents, materials, inventions, technologies, know-how, descriptions, requirements, plans, reports, works, intellectual property, software, hardware, systems, methods, processes, and inventions, customizations, enhancements, improvements and other modifications based on or derived from the API are and will remain, as appropriate, with NEOGOV. All right, title, and interest in and to the third-party materials, including all intellectual property rights therein, are and will remain with their respective third-party rights holders subject to the terms and conditions of the applicable third-party license agreements. Customer has no right or license with respect to any third-party materials except as expressly licensed under such third-party license agreements.
3. Integration Terms of Use. Except as expressly authorized under this Agreement, you may not remove any proprietary notices from the API; use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; combine or integrate the API with any software, technology, services, or materials not authorized by NEOGOV; design or permit Customer Application(s) to disable, override, or otherwise interfere with any NEOGOV-implemented communications to end users, consent screens, user settings, alerts, warning, or the like; use the API in any of Customer Application(s) to replicate or attempt to replace the user experience of the Services; or attempt to cloak or conceal Customer identity or the identity of Customer Application(s) when requesting authorization to use the API.
4. Customer Integration Responsibilities. Customer, Customer developed web or other software services or applications, and Customer third-party vendors that integrate with the API (collectively the “Customer Applications”), shall comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on https://api.neogov.com/connect/index.html from time to time. In addition, Customer will not use the API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email (“spam”), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities.
5. Cooperation. If applicable, Customer shall timely provide such cooperation, assistance, and information as NEOGOV reasonably requests to enable the API. NEOGOV is not responsible or liable for any late delivery or delay or failure of performance caused in whole or in part by Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement. NEOGOV will provide Customer maintenance and support services for API issues arising from the information technology designed, developed, and under then current control of NEOGOV. NEOGOV shall have no obligation to provide maintenance or support for issues arising from the inaction or action of Customer or third parties of which are outside NEOGOV control.
6. Provision of Open API. In the event license fees or other payments are not due in exchange for the right to use and Docusign Envelope ID: A6482EF5-EA14-4709-BC06-9C04DA7C6018 Item 6
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Contract C26193604
Item 6: Staff Report Pg. 51 Packet Pg. 319 of 1140
Professional Services
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access the Open API, you acknowledge and agree that this arrangement is made in consideration of the mutual covenants set forth in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein. Notwithstanding the foregoing, NEOGOV reserves the right to charge for access with effect from the start of each Renewal Term by giving Customer at least ninety (90) day notice prior to commencement of a Renewal Term.
7. API Key. In order to use and access the Open API, you must obtain an Open API key through the registration process.
Customer agrees to monitor Customer Applications for any activity that violates applicable laws, rules and regulation, or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior.
This Agreement does not entitle Customer to any support for the Open API. You acknowledge that NEOGOV may update or modify the Open API from time to time and at our sole discretion and may require you to obtain and use the most recent version(s). You are required to make any such changes to Customer Applications that are required for integration as a result of such Update at Customer sole cost and expense. Updates may adversely affect how Customer Applications communicate with the Services.
8. Efficient Processing. You must use efficient programming, which will not cause an overwhelming number of requests to be made in too short a period of time, as-determined solely by NEOGOV. If this occurs, NEOGOV reserves the right to throttle your API connections, or suspend or terminate your access to the Open API. NEOGOV shall use reasonable efforts to provide Customer notice and reasonable time to cure prior to taking such actions.
9. Open API Limitations. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT
WILL NEOGOV BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT,
NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, LOST
PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF
BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE OPEN API; OR ANY DAMAGES, IN THE
AGGREGATE, IN EXCESS OF FIFTY DOLLARS, EVEN IF NEOGOV HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR NEOGOV WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU
MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.
10. Open API Termination. Notwithstanding the additional Termination rights herein, NEOGOV may immediately terminate or suspend Customer access to Open APIs in our sole discretion at any time and for any reason, with or without notice or cause. In addition, your Open API subscription will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
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Contract C26193604
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Professional Services
Rev. Oct 16,2024
EXHIBIT H
Accessibility Statement
At Governmentjobs.com, Inc. d/b/a NEOGOV, we recognize the importance of making our products and services accessible to all individuals, including those with disabilities, and are continually working to improve the experience for all users.
Commitment to Accessibility
We are committed to following best practices, including the Web Content Accessibility Guidelines (WCAG) 2.1, Level AA, to the extent feasible, however, we do not warrant compliance with these standards or any other accessibility standards. We are continually enhancing our platforms to ensure greater accessibility, and we actively seek out opportunities to improve accessibility features.
Ongoing Enhancements
Accessibility is an ongoing effort, and we are regularly updating our technology, services, and content to address accessibility barriers. Our team is dedicated to identifying areas for improvement and making enhancements that allow all users, regardless of their abilities, to fully engage with our services.
Feedback and Assistance
We value feedback from our users. If you encounter any accessibility barriers while using our services or have suggestions on how we can improve, please reach out to us at [email protected]. We will make every effort to resolve any concerns and consider alternative options where possible.
Thank you for choosing NEOGOV. We remain dedicated to improving accessibility and creating an inclusive experience for all.
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Utilities
Meeting Date: March 16, 2026
Report #:2511-5438
TITLE
Approval of Amendment No. 1 to Contract S23184208 with Flynn Resources Inc., in the Amount of $170,000 for a revised Total Not-to-Exceed Amount of $425,000 and Extending Term Two Years to Provide As-Needed Electric Engineering Consulting Services Related to Electric Transmission Line Expansion, Interconnection, Engineering Analysis and Regulatory Issues; CEQA Status: the Grid Modernization Project is Exempt Under CEQA Guidelines Sections 15302, 15303 and 15183
RECOMMENDATION
Staff recommends that the City Council approve and authorize the City Manager or their designee to execute Amendment No. 1 to Contract No. S23184208 (Attachment A) with Flynn Resources Inc., for as-needed electric engineering consulting in an amount not-to-exceed $170,000 and for two (2) additional years for regulatory support related to an additional 115 KV transmission path extending between PG&E’s AMES/NASA substation and the City’s Colorado electric power substation. The amendment results in a revised total contract not-to-exceed amount of $425,000.
BACKGROUND
The City entered into an agreement with Flynn Resources Inc. on March 28, 2023, for a period of three (3) years with a not-to-exceed amount of $255,000 or $85,000 annually for professional consulting services related to transmission planning, design and construction. The 3-year contract term with Flynn Resources Inc. ends on March 31, 2026.
Flynn Resources Inc. possesses extensive experience in Electric Transmission, Interconnection, Power Generation, Regulatory and Electric Market Design Issues. Flynn Resources has demonstrated technical expertise and successfully completed electric utility transmission planning and regulatory compliance projects with other major US electric utilities. These projects include a recommendation for alternative additions and upgrades to the City’s current transmission interconnection to the grid for increased capacity and reliability of the 115kV Item 7
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system serving Palo Alto. Flynn has also provided recommendations for an alternative 115kV interconnection outside the City’s common corridor.
Over the past three years, Flynn Resources Inc. has performed engineering and financial analysis to identify long-term reliability and capacity needed to serve the City’s electric loads.
Flynn Resources Inc. serves as the City’s professional liaison and consultant for coordinating site and design logistics with PG&E. Flynn Resources Inc. has demonstrated expertise in providing professional advice into regulatory compliance, interconnection studies, grid impact assessments, cost estimates, and financial analysis. They have also assisted the City in preparing and submitting necessary applications and documentation to the key regulatory bodies (e.g., CAISO, CPUC, FERC) for project approval.
Council’s approval to increase the not-to-exceed amount and extend the agreement’s term will allow staff to continue to utilize Flynn for active transmission design and analysis projects on a need-only basis and it does not guarantee any specific amount of work to the Consultant. This amendment is essential to ensure continuity of service and retain a consultant with highly specialized knowledge of the California Independent System Operator’s (CAISO) transmission planning process and complex regulatory compliance. When City staff has a specific project or task that requires consulting services, City staff will solicit a proposal from the Consultant and evaluate using objective criteria.
ANALYSIS
Flynn Resources Inc. is a Transmission Planning Consultant highly experienced in electric grid reliability, engineering design, and renewable resources integration. They will address technical challenges, perform advanced transmission system studies and economic analyses, and evaluate regulatory conditions and risks by applying CPUC, NERC, FERC, and regional requirements.
The Utilities Electric Engineering Division has been working with Flynn Resources Inc., on an additional transmission line path to improve overall system reliability for Palo Alto electric customers. Work involved in the extension of transmission line planning process requires special regulatory knowledge, technical expertise, and modeling skills. Flynn Resources Inc. will provide ongoing strategic and technical advice to the City throughout the agreement term and monitor industry trends, regulatory changes and their potential impact on Palo Alto’s transmission source. Electric Engineering Division relies on technical engineering consultants such as Flynn Resources Inc. in specialized areas where Engineering has limited in-house expertise.
FISCAL/RESOURCE IMPACT
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Funding for contract amendment number 1 is available in the FY 2026 Electric CIP budget under EL-24000 (Grid Modernization), EL-19001 (Colorado Power Station Equipment Upgrades), Subsequent years are subject to City Council’s approval of the annual budget process and appropriation of funds.
POLICY IMPLICATIONS
The recommended contract extension is consistent with the City’s Utilities Strategic Plan objectives, specifically Priority 4: Financial Efficiency and Resource Optimization and the core mission of providing safe, reliable, and compliant electric service to the City’s customers.
Leveraging this existing, proven contractor relationship with documented regulatory expertise is the most effective use of resources to maintain critical infrastructure and mandatory compliance.
The approval of this Enterprise Fund professional services contract is consistent with existing City policies. This recommendation is consistent with the Council-approved Utilities 2018 Strategic Plan (Staff Report 9022[1]), especially the strategic objectives to: “Establish a proactive infrastructure replacement program, based on planned replacement before failure to support reliability and resiliency.”
STAKEHOLDER ENGAGEMENT
Flynn Resources Inc. will act as a technical advisor and facilitator in negotiations with key stakeholders, including:
• California Independent System Operator (CAISO): For project approval, grid integration, and transmission planning process adherence.
• Pacific Gas & Electric (PG&E): For interconnection agreements and coordination with their existing infrastructure.
• NASA/AMES Research Center and Department of Energy (DOE): For potential access to their transmission and substation facilities, technical integration, and development of cost-sharing alternatives.
ENVIRONMENTAL REVIEW
Council action on this item is exempt from CEQA because all work conducted under this contract supports the Grid Modernization for Electrification project, which is categorically exempt from California Environmental Quality Act (CEQA) review under CEQA Guidelines section 15302 (replacement or reconstruction of existing structures and facilities), section 15303 (construction and location of limited numbers of new, small facilities or structures; installation of small new equipment and facilities in small structures), and section 15183 (projects consistent with a general plan, community plan, or zoning) since it is consistent with the Environmental Impact Report (EIR) Addendum to the City of Palo Alto Comprehensive Plan Final Environmental Impact Report Council approved on June 5, 2023.
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ATTACHMENTS
Attachment A: Flynn Resources Inc.; Contract C23184208 Amendment No. 1 APPROVED BY:
Alan Kurotori, Director of Utilities
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AMENDMENT NO. 1 TO CONTRACT NO. S23184208
BETWEEN THE CITY OF PALO ALTO AND
FLYNN RESOURCE CONSULTANTS INC.
This Amendment No. 1 (this “Amendment”) to Contract No. S23184208 (the “Contract” as defined below) is entered into as of January 20, 2026 by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and FLYNN RESOURCE CONSULTANTS INC., a California corporation, located at 5440 Edgeview Drive, Discovery Bay, CA 94505 (“CONSULTANT”).
CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.
R E C I T A L S
A. The Contract (as defined below) was entered into by and between the Parties hereto for the provision of assisting the City with analysis, improvement, and expansion of electric transmission interconnections existing and future in connection with the Project, as detailed therein.
B. The Parties now wish to amend the Contract in order to increase the compensation by One Hundred Seventy Thousand Dollars ($170,000), from Two Hundred Fifty-Five Thousand Dollars ($255,000) to a new not-to-exceed total compensation of Four Hundred Twenty-Five Thousand Dollars ($425,000), and to extend the term until June 30, 2028, as detailed herein.
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree:
SECTION 1. Definitions. The following definitions shall apply to this Amendment:
a. Contract. The term “Contract” shall mean Contract No. S23184208 between CONSULTANT and CITY, dated March 28, 2023.
b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.
SECTION 2. Section 2 “TERM” of the Contract is hereby amended to read as follows:
“SECTION 2. TERM.
The term of this Agreement shall be from July 1, 2026 through June 30, 2028, unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.” SECTION 3. Section 4 “NOT TO EXCEED COMPENSATION” of the Contract is hereby amended to read as follows:
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“SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Four Hundred Twenty-Five Thousand Dollars ($425,000). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY.” SECTION 4. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference:
a. Exhibit “C-1” entitled “SCHEDULE OF RATES”, AMENDED, REPLACES PREVIOUS.
SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect.
SECTION 6. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference. (SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
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SIGNATURES OF THE PARTIES
IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written.
CITY OF PALO ALTO
_____________________________ City Manager
APPROVED AS TO FORM: _____________________________ City Attorney or designee FLYNN RESOURCE CONSULTANTS INC.
Officer 1
By:______________________________
Name:___________________________
Title:____________________________
Officer 2 (Required for Corp. or LLC)
By:______________________________
Name:___________________________
Title:____________________________
Attachments:
Exhibit “C-1” entitled “SCHEDULE OF RATES”, AMENDED, REPLACES PREVIOUS Item 7
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EXHIBIT C-1
SCHEDULE OF RATES
AMENDMENT 1, AMENDED, REPLACES PREVIOUS
CONSULTANT's schedule of rates is as follows:
Labor Category July 2022-
June 2023
July 2023-
June 2024
July 2024-
June 2025
Principal $360 $370 $380
Managing Consultant $340 $350 $360
Senior Consultant-Power
Engineer
$330 $340 $350
Senior Consultant $300 $310 $320
Consultant $240 $245 $255
Associate Consultant $220 $225 $235
Analyst $165 $170 $175
Support Services $90 $95 $95
Model Category July 2022-
June 2023
July 2023-
June 2024
July 2024-
June 2025
Power flow modeling $340 $350 $360
Short circuit and stability
modeling $985 $1,015 $1,045
Market modeling $4,880 $5,025 $5,175
Labor Category July 2025-
June 2026
-July 2026-
June 2027
July 2027- June
2028
Principal $390 $400 $410
Managing Consultant $370 $380 $390
Senior ConsultantPower Engineer $360 $370 $380
Senior Consultant $330 $340 $350
Consultant $260 $270 $280
Associate Consultant $240 $245 $250
Analyst $180 $185 $190
Support Services $100 $105 $110
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Model Category July 2025-
June 2026
July 2026-
June 2027
July 2027- June
2028
Power flow modeling $370 $380 $390
Short circuit and
stability modeling $1,075 $1,105 $1,140
Market modeling $5,330 $5,490 $5,655
Each year, for subsequent years, effective July 1, the applicable rates and charges shall increase by 3%, rounded to the nearest $5, as indicated in the tables above.
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Certificate Of Completion
Envelope Id: 1524C9B5-D7AC-48EC-ACD7-568322DC4AE5 Status: Completed Subject: Complete with Docusign: S23184208 Amend 1 final.pdf Source Envelope:
Document Pages: 5 Signatures: 2 Envelope Originator:
Certificate Pages: 2 Initials: 0 Ann Marie Romero
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
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Item 7
Attachment A - Flynn
Resources Inc.; Contract
C23184208 Amendment
No. 1
Item 7: Staff Report Pg. 10 Packet Pg. 331 of 1140
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Resources Inc.; Contract
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: City Attorney
Meeting Date: March 16, 2026
Report #:2602-5921
TITLE
Authorization to Fully Encumber Legal Services Contract S26195211 with Atkinson Andelson Loya Ruud & Romo For a Total Not- to-Exceed Amount of $255,000; CEQA Status – Not a Project.
RECOMMENDATION
Authorize the City Attorney or designee to fully encumber the contract amount of $255,000 for claim defense services with the law firm of Atkinson Andelson Loya Ruud & Romo (Contract S26195211).
BACKGROUND
In May 2025, the City entered into an agreement (S26195211) with Atkinson Andelson Loya Ruud & Romo (AALRR) for a term of three-years in an amount not-to-exceed $255,000 to defense services in the matter of Figueroa, et al. v. City of Palo Alto, et al.. The case is currently on appeal before the Sixth District Court of Appeal (Ferreira, et al. v. City of Palo Alto, et al., Case No. H052577).
The law firm of Liebert Cassidy Whitmore defended the City in the trial court (Santa Clara County Superior Court Case No. 21-CV-383740), where the City prevailed on a summary judgment motion. The lead attorney from Liebert Cassidy Whitmore retired from practice, and the City retained AALRR to defend the case on appeal.
ANALYSIS
AALRR is a law firm representing cities in a variety of areas, with an emphasis in employment and labor matters. In May 2025, the City entered into an agreement (S26195211) with AALRR for a term of three-years in an amount not-to-exceed $255,000 for defense services in Santa Clara County Superior Court Case No. 21-CV-383740 Figueroa, et al. v. City of Palo Alto, et al..
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While that agreement was within the City Attorney’s contract award authority, Council approval is required where the contract expenditures for the first year exceed $85,000, or for subsequent year, $85,000 plus any unexpended monies carried forward from a prior year.
Litigation defense is continuing in this matter and staff now seeks authority to encumber the full not to exceed amount of the contract. To date, the City has spent $84,171.17 to AALRR for their work on this case, including filing the opposition to Plaintiffs' opening brief and preparing for the oral argument before the Sixth Appellate District scheduled for March 5, 2026. If the appeal is successful, the case will be remanded to the trial court for further proceedings.
FISCAL/RESOURCE IMPACT
This action does not require additional budgetary authority as it can be accommodated within existing funding allocated to the City Attorney’s Office as part of the FY 2026 Adopted Operating Budget.
STAKEHOLDER ENGAGEMENT
The City Attorney‘s Office works closely with the City Manager and department personnel on government claims matters.
ENVIRONMENTAL REVIEW
Authorization to encumber funds under an existing legal services contract is not a project as defined by the California Environmental Quality Act (CEQA) because it is a government fiscal activity which does not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment. CEQA Guidelines Section 15378(b)(4).
ATTACHMENTS
None
APPROVED BY:
Caio Arellano, Interim City Attorney
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Administrative Services
Meeting Date: March 16, 2026
Report #:2601-5817
TITLE
Accept the Single Audit Report audited by Macias Gini & O’Connell for the year ended June 30, 2025, Fiscal Year 2025; CEQA Status – Not a Project.
RECOMMENDATION
Office of the City Auditor and Staff recommend that the City Council accept the following audit reports for the fiscal year ended June 30, 2025, prepared by Macias Gini & O’Connell (“MGO”).
These reports are collectively referred to as the Single Audit.
1. Independent Auditor’s Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements in Accordance with Government Auditing Standards.
2. Independent Auditor’s Report on Compliance for Each Major Federal Program; Report on Internal Control Over Compliance; and Report on the Schedule of Federal Awards Required by the Uniform Guidance.
BACKGROUND
At its December 2, 2025, meeting1 the Finance Committee reviewed and recommended that the Council accept the City of Palo Alto's audited financial statement for the fiscal year ended June 30, 2025, and accompanying reports provided by Macias Gini & O'Connell LLP.
At that time, guidance necessary for the completion of the Single Audit had not yet been released by Federal Office of Management and Budget. The Single Audit report has since been 1 Finance Committee, December 2, 2025; Agenda Item #1; CMR #2510-5389, https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=84150&dbid=0&repo=PaloAlto&searchid=cbb6b9b 3-da43-4ce1-8bcf-0720eae7f541&cr=1
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completed, thus the recommended action within this report. MGO reports the following within the Single Audit Report:
• Unmodified (“clean”) opinions as it pertains to both the Financial Statements and to Federal Awards
• No material weaknesses or significant deficiencies in internal controls over financial reporting or over major programs
• No findings or costs questioned
At the December 15, 2025, City Council Meeting3, the City Council approved the following audit reports prepared by MGO:
1. Auditor’s Report to the City Council (the “Management Letter”)
2. Cable TV Franchise, Independent Auditor’s Report and Statements of Franchise Revenues and Expenses for the years ended December 31, 2023, and 2024,
3. Palo Alto Public Improvement Corporation (a component unit of the City of Palo Alto) Annual Financial Report for the year ended June 30, 2025,
4. Regional Water Quality Control Plant, Independent Auditor’s Report and Financial Statements for the year ended June 30, 2025,
5. Independent Accountant’s Report on Applying Agreed-Upon Procedures related to Article XIII-B Appropriations (GANN) Limit for the year ended June 30, 2025, and
6. Pedestrian/Bicycles Facilities Grant Metropolitan Transportation Commission Transportation Development Act Funds, Article III, Independent Auditor’s Report and Financial Statements, and Supplementary Information for the year ended June 30, 2025
ANALYSIS
The City’s Single Audit for the fiscal year ended June 30, 2025, resulted in unmodified (“clean”) audit opinions on both the financial statements and the City’s major federal programs, with no material weaknesses, significant deficiencies, or findings reported.
The City expended approximately $5.6 million in federal awards, qualified as a low-risk auditee, and demonstrated full compliance with Uniform Guidance requirements
FISCAL/RESOURCE IMPACT
There is no resource impact associated with this report. 3 City Council Meeting, December 15, 2025; Agenda Item #13; CMR #2511-5452 https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=84129&dbid=0&repo=PaloAlto Item 9
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STAKEHOLDER ENGAGEMENT
This report has been prepared by the Administrative Services Department in coordination with Office of the City Auditor. The Single Audit was completed in coordination with departments that received and expended grant funding in Fiscal Year 2025.
ENVIRONMENTAL REVIEW
Council action on this item is not a project as defined as CEQA because acceptance of the Single Audit Report is an administrative activity that will not result in direct or indirect physical changes in the environment. CEQA Guidelines section 15378(b)(5).
ATTACHMENTS
Attachment A: City of Palo Alto - Single Audit Report FY2025 APPROVED BY:
Lauren Lai, Administrative Services Director
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CITY OF PALO ALTO
Single Audit Reports
For the Year Ended June 30, 2025
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CITY OF PALO ALTO
Single Audit Reports
For the Year Ended June 30, 2025
Table of Contents
Page
Independent Auditor’s Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards ............................................................. 1 Independent Auditor’s Report on Compliance For Each Major Federal Program; Report on Internal Control Over Compliance; and Report on Schedule of Expenditures of Federal Awards Required by the Uniform Guidance .................................. 3 Schedule of Expenditures of Federal Awards ............................................................................................... 7 Notes to the Schedule of Expenditures of Federal Awards ........................................................................... 8 Schedule of Findings and Questioned Costs ................................................................................................. 9 Summary Schedule of Prior Audit Findings ............................................................................................... 10 Item 9
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www.mgocpa.com
Macias Gini & O’Connell LLP
2121 N. California Boulevard, Suite 750
Walnut Creek, CA 94596
1 Independent Auditor’s Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance With Government Auditing Standards Honorable Mayor and Members
of the City Council
City of Palo Alto, California
We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States (Government Auditing Standards), the financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City of Palo Alto, California (City), as of and for the year ended June 30, 2025, and the related notes to the financial statements, which collectively comprise the City’s basic financial statements, and have issued our report thereon dated October 31, 2025.
Report on Internal Control Over Financial Reporting
In planning and performing our audit of the financial statements, we considered the City’s internal control over financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control. Accordingly, we do not express an opinion on the effectiveness of the City’s internal control.
A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control such that there is a reasonable possibility that a material misstatement of the entity’s financial statements will not be prevented, or detected and corrected, on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance.
Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses or significant deficiencies may exist that were not identified.
Report on Compliance and Other Matters
As part of obtaining reasonable assurance about whether the City’s financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the financial statements. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards.
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2 Purpose of this Report
The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entity’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose.
Walnut Creek, California
October 31, 2025
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FY2025
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www.mgocpa.com
Macias Gini & O’Connell LLP
2121 N. California Boulevard, Suite 750
Walnut Creek, CA 94596
3 Independent Auditor’s Report on Compliance for Each Major Federal Program; Report on Internal Control Over Compliance; and Report on Schedule of Expenditures of Federal Awards Required by the Uniform Guidance Honorable Mayor and Members
of the City Council
City of Palo Alto, California
Report on Compliance for Each Major Federal Program
Opinion on Each Major Federal Program
We have audited the City of Palo Alto, California’s (City) compliance with the types of compliance requirements identified as subject to audit in the OMB Compliance Supplement that could have a direct and material effect on each of the City’s major federal programs for the year ended June 30, 2025. The City’s major federal programs are identified in the summary of auditor’s results section of the accompanying schedule of findings and questioned costs.
In our opinion, the City complied, in all material respects, with the compliance requirements referred to above that could have a direct and material effect on each of its major federal programs for the year ended June 30, 2025.
Basis for Opinion on Each Major Federal Program
We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America (GAAS); the standards applicable to financial audits contained in Government Audit Standards issued by the Comptroller General of the United States (Government Audit Standards); and the audit requirements of Title 2 U.S. Code of Federal Regulation Part 200, Uniform Administrative Requirements, Costs Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Our responsibilities under those standards and the Uniform Guidance are further described in the Auditor’s Responsibilities for the Audit of Compliance section of our report.
We are required to be independent of the City and to meet our other ethical responsibilities, in accordance with relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on compliance for each major federal program. Our audit does not provide a legal determination of the City’s compliance with the compliance requirements referred to above.
Responsibilities of Management for Compliance
Management is responsible for compliance with the requirements referred to above and for the design, implementation, and maintenance of effective internal control over compliance with the requirements of laws, statutes, regulations, rules and provisions of contracts or grant agreements applicable to the City’s federal programs.
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4 Auditor’s Responsibilities for the Audit of Compliance Our objectives are to obtain reasonable assurance about whether material noncompliance with the compliance requirements referred to above occurred, whether due to fraud or error, and express an opinion on the City’s compliance based on our audit. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS, Government Auditing Standards, and the Uniform Guidance will always detect material noncompliance when it exists. The risk of not detecting material noncompliance resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Noncompliance with the compliance requirements referred to above is considered material if there is a substantial likelihood that, individually or in the aggregate, it would influence the judgment made by a reasonable user of the report on compliance about the City’s compliance with requirements of each major federal program as a whole.
In performing an audit in accordance with GAAS, Government Auditing Standards, and the Uniform Guidance, we:
Exercise professional judgment and maintain professional skepticism throughout the audit. Identify and assess the risks of material noncompliance, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the City’s compliance with the compliance requirements referred to above and performing such other procedures as we considered necessary in the circumstances. Obtain an understanding of the City’s internal control over compliance relevant to the audit in order to design audit procedures that are appropriate in the circumstances and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion of the effectiveness of the City’s internal control over compliance. Accordingly, no such opinion is expressed.
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and any significant deficiencies and material weaknesses in internal control over compliance that we identified during the audit.
Report on Internal Control Over Compliance
A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance.
Our consideration of internal control over compliance was for the limited purpose described in Auditor’s Responsibilities for the Audit of Compliance section above and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies in internal control over compliance. Given these limitations, during our audit we did not Item 9
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5 identify any deficiencies in internal control over compliance that we consider to be material weaknesses as defined above. However, material weaknesses or significant deficiencies in internal control over compliance may exist that were not identified.
Our audit was not designed for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, no such opinion is expressed.
The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance. Accordingly, this report is not suitable for any other purpose.
Report on Schedule of Expenditures of Federal Awards Required by the Uniform Guidance We have audited the financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City, as of and for the year ended June 30, 2025, and the related notes to the financial statements, which collectively comprise the City’s basic financial statements. We issued our report thereon dated October 31, 2025, which contained unmodified opinions on those financial statements. Our audit was performed for the purpose of forming opinions on the financial statements that collectively comprise the City’s basic financial statements. The accompanying schedule of expenditures of federal awards is presented for purposes of additional analysis as required by the Uniform Guidance and is not a required part of the basic financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the basic financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the schedule of expenditures of federal awards is fairly stated, in all material respects, in relation to the basic financial statements as a whole.
Walnut Creek, California
February 12, 2026
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CITY OF PALO ALTO
Schedule of Expenditures of Federal Awards
For the Year Ended June 30, 2025
Grantor Assistance
Identifying Listing Federal Subrecipients
Grantor/Pass-Through Grantor/Federal Program Title Number Number Expenditures Expenditures U.S. Department of Housing and Urban Development
Direct:
CDBG - Entitlement Grants Cluster:
Community Development Block Grants/Entitlement Grants Not Available 14.218 1,118,020 $ 504,669 $ COVID-19 - Community Development Block Grants/Entitlement Grants B-20-MW-06-0020 14.218 2,265 2,265 Subtotal - CDBG - Entitlement Grants Cluster 506,934 1,120,285 Total U.S. Department of Housing and Urban Development 506,934 1,120,285 U.S. Department of the Interior
Direct:
Water Recycling and Desalination Construction Programs R24AC00299-00 15.504 19,466 - Total U.S. Department of the Interior - 19,466
U.S. Department of Justice
Direct:
Bulletproof Vest Partnership Program Not Available 16.607 16,644 - Total U.S. Department of Justice - 16,644
U.S. Department of Transportation
Direct:
Airport Improvement Program, Infrastructure Investment and Jobs Act Programs, and COVID-19 Airports Programs 3-06-0182-022-2023 20.106 87,310 - Railroad Crossing Elimination 69A36524420450RCECA 20.327 255,747 - Natural Gas Distribution Infrastructure Safety and Modernization Grant Program 693JK3254000NGDI 20.708 179,472 - Safe Streets and Roads for All 693JJ3240117 20.939 49,474 - Pass-through from State of California Department of Transportation:
Highway Planning and Construction 75LX335-00180000017 20.205 818,203 - Highway Planning and Construction BRLS-5100(017) 20.205 96,125 - Highway Planning and Construction 423000278 20.205 133,341 - Pass-through from Metropolitan Transportation Commission:
Highway Planning and Construction Not Available 20.205 436,735 - Subtotal - Highway Planning and Construction - 1,484,404 Total U.S. Department of Transportation - 2,056,407
U.S. Environmental Protection Agency
Pass-through from San Francisco Bay Water Quality Improvement Fund:
Geographic Programs - San Francisco Bay Water Quality Improvement Fund 98T20101 66.126 166,429 - Total U.S. Environmental Protection Agency - 166,429
U.S. Department of Energy
Direct:
Energy Efficiency and Conservation Block Grant Program (EECBG) Not Available 81.128 75,539 - Total U.S. Department of Energy - 75,539
U.S. Department of Health and Human Services
Direct:
Congressional Directives H79FG000738 93.493 417,265 -
Total U.S. Department of Health and Human Services - 417,265 U.S. Department of Homeland Security
Direct:
Staffing for Adequate Fire and Emergency Response (SAFER) EMW-2020-FF-01734 97.083 687,808 - Pass-through from California Governor's Office of Emergency Services CalOES:
Disaster Grants - Public Assistance (Presidentially Declared Disasters) FEMA-4683-DR-CA 97.036 727,497 - Disaster Grants - Public Assistance (Presidentially Declared Disasters) FEMA-4699-DR-CA 97.036 280,683 - Subtotal - Disaster Grants - Public Assistance (Presidentially Declared Disasters) - 1,008,180 Pass-through from the County of Santa Clara:
Emergency Management Performance Grants EMF-2023-EP000006 97.042 19,411 - Total U.S. Department of Homeland Security - 1,715,399
TOTAL EXPENDITURES OF FEDERAL AWARDS $ 506,934 5,587,434 $ See accompanying notes to the Schedule of Expenditures of Federal Awards. 7 Item 9
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CITY OF PALO ALTO
Notes to the Schedule of Expenditures of Federal Awards For the Year Ended June 30, 2025
8 NOTE 1 – REPORTING ENTITY
The Schedule of Expenditures of Federal Awards (the Schedule) includes expenditures of federal awards for the City of Palo Alto, California (City), and its component unit as disclosed in the notes to the basic financial statements. The information in the Schedule is presented in accordance with the requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance).
NOTE 2 – BASIS OF ACCOUNTING
Basis of accounting refers to when revenues and expenditures or expenses are recognized in the accounts and reported in the financial statements, regardless of measurement focus applied. The Schedule is presented using the modified accrual basis of accounting for program expenditures accounted for in governmental funds and the accrual basis of accounting for program expenditures accounted for in proprietary funds Expenditures of federal awards reported in the Schedule are recognized when incurred and all eligibility requirements have been met. Such expenditures are recognized following the cost principles contained in 2 CFR 200, Subpart E (Cost Principles), wherein certain types of expenditures are not allowable or are limited as to reimbursement. The City did not elect to use the 10% de minimis cost rate allowed under the Uniform Guidance.
As a result of the COVID-19 pandemic, many new federal programs have been established and funding has been added to existing federal programs. Expenditures funded from the following acts are denoted by the prefix COVID-19 in the federal program title in the Schedule (as applicable):
• Coronavirus Preparedness and Response Supplemental Appropriations Act • Families First Coronavirus Response Act
• Coronavirus Aid, Relief, and Economic Security Act (CARES Act) • Coronavirus Response and Relief Supplemental Appropriations Act (CRRSAA) • American Rescue Plan Act (ARP)
NOTE 3 – DIRECT AND INDIRECT (PASS-THROUGH) FEDERAL AWARDS Federal awards may be granted directly to the City by a federal granting agency or may be granted to other government agencies which pass-through federal awards to the City. The Schedule includes both of these types of federal award programs when related expenditures are incurred.
NOTE 4 – RELATIONSHIP TO BASIC FINANCIAL STATEMENTS
Expenditures of federal awards are reported in the City’s basic financial statements as expenditures in the governmental funds or as expenses/capital assets in the proprietary funds. Federal award expenditures agree or can be reconciled with the amounts reported in the City’s basic financial statements.
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CITY OF PALO ALTO
Schedule of Findings and Questioned Costs
For the Year Ended June 30, 2025
9 Section I Summary of Auditor’s Results
Financial Statements
Type of auditor’s report issued on whether the financial statements audited were prepared in accordance with U.S.
GAAP: Unmodified
Internal control over financial reporting:
Material weakness(es) identified? No
Significant deficiency(ies) identified? None reported Noncompliance material to the financial statements noted? No Federal Awards
Internal control over major programs:
Material weakness(es) identified? No
Significant deficiency(ies) identified? None reported Type of auditor’s report issued on compliance for the major federal programs: Unmodified
Any audit findings disclosed that are required to be reported in accordance with Uniform Guidance? No
Identification of major federal programs:
Assistance
Listing Numbers Name of Federal Program or Cluster
14.218
97.036
Community Development Block Grants / Entitlement Grants Disaster Grants – Public Assistance (Presidentially Declared Disasters) Dollar threshold used to distinguish between type A
and type B programs: $750,000
Auditee qualified as a low-risk auditee? Yes
Section II Financial Statements Findings
None reported.
Section III Federal Awards Findings and Questioned Costs None reported.
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CITY OF PALO ALTO
Summary Schedule of Prior Audit Findings
For the Year Ended June 30, 2025
10 No prior audit findings were reported.
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Public Works
Meeting Date: March 16, 2026
Report #:2603-6091
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 16, 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 10
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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 cobenefits, 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 10
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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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Item 10 Staff Report
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Professional Services
Rev. Oct 16,2024
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 9th 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 executed 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 notto-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 executed Task Order shall become part of this Agreement. The cumulative total compensation to CONSULTANT for all Task Orders authorized under this Agreement shall not exceed the amount of compensation set forth for Additional Services in this Section 4.
CONSULTANT shall only be compensated for Additional Services performed under an authorized Task Order and only up to the maximum amount of compensation set forth for Additional Services in this Section 4. Performance of and payment for any Additional Services are subject to all requirements and restrictions in this Agreement.
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 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it, its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this 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 Project 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 will be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities related 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 without the prior written approval of the City Manager. Any purported assignment made without the prior written approval of the City Manager will be void and without effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the parties.
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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 subcontractors 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 subcontractors and for any compensation due to subcontractors. CITY assumes no responsibility whatsoever concerning compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts and omissions of subcontractors. CONSULTANT shall change or add subcontractors only with the prior written approval of the City Manager or designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign 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 Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s Project Manager.
CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT 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 14. 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, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by CONSULTANT, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its officers, employees, agents or contractors under this Agreement.
16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement.
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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 29.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.
SECTION 18. INSURANCE.
18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies.
18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above.
18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement.
18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired.
SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.
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: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10
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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 Alto Municipal Code and the Government Code of the State of California, as amended from time to time. CONSULTANT agrees to notify CITY if any conflict arises.
21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by the Regulations of the Fair Political Practices Commission, CONSULTANT will file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time.
SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.
22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section
2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment.
22.2. CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor or subcontractor, are required to be accessible to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a manner that complies with the ADA and any other applicable federal, state and local disability rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate against persons with disabilities in the provision of services, benefits or activities provided under this Agreement.
SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include, first, minimizing and reducing waste; second, reusing waste; and, third, recycling or composting waste. In particular, CONSULTANT shall comply with the following Zero Waste requirements:
(a) All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post-consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable-based inks.
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(b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office.
(c) Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed.
SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE.
CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060.
SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement.
SECTION 26. 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: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10
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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 Agreement and for no other purpose, provided that the CONSULTANT informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement.
28.2. “Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil Code Section Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10
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1798 et seq., as amended from time to time) and materials, in any form or media, tangible or intangible, provided or otherwise made available to CONSULTANT by CITY, directly or indirectly, pursuant to this Agreement. Confidential Information excludes information that CONSULTANT can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a breach of this Agreement; (ii) was rightfully in CONSULTANT’s possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by CONSULTANT from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of CONSULTANT without any use of or access to the Confidential Information; or (v) CONSULTANT has written consent to disclose signed by an authorized representative of CITY.
28.3. Notwithstanding the foregoing, CONSULTANT may disclose Confidential Information to the extent required by order of a court of competent jurisdiction or governmental body, provided that CONSULTANT will notify CITY in writing of such order immediately upon receipt and prior to any such disclosure (unless CONSULTANT is prohibited by law from doing so), to give CITY an opportunity to oppose or otherwise respond to such order.
28.4. CONSULTANT will notify City promptly upon learning of any breach in the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or control, and if such Confidential Information consists of Personal Information, CONSULTANT will provide information to CITY sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time.
28.5. Prior to or upon termination or expiration of this Agreement, CONSULTANT will honor any request from the CITY to return or securely destroy all copies of Confidential Information. All Confidential Information is and will remain the property of the CITY and nothing contained in this Agreement grants or confers any rights to such Confidential Information on CONSULTANT.
28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the terms and conditions of the Information Privacy Policy and Cybersecurity Terms and Conditions.
SECTION 29. MISCELLANEOUS PROVISIONS.
29.1. This Agreement will be governed by California law, without regard to its conflict of law provisions.
29.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California.
29.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties.
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29.4. This Agreement, including all exhibits, constitutes the entire and integrated agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations, statements and undertakings, either oral or written. This Agreement may be amended only by a written instrument, which is signed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code, as amended from time to time.
29.5. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in full force and effect.
29.6. In the event of a conflict between the terms of this Agreement and the exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if any), the exhibits shall control.
29.7. The provisions of all checked boxes in this Agreement shall apply to this Agreement; the provisions of any unchecked boxes shall not apply to this Agreement.
29.8. All section headings contained in this Agreement are for convenience and reference only and are not intended to define or limit the scope of any provision of this Agreement.
29.9. This Agreement may be signed in multiple counterparts, which, when executed by the authorized representatives of the parties, shall together constitute a single binding agreement.
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 nonFederal 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-guidelinecpgprogram. The Contractor 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 polymerbased 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 under 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: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Christopher Wessel
Senior Service Director
Operations Vice President
Lisa Van Tassell
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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 community-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 to 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: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10
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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 Works 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 staff. 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 22”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)
Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10
Attachment A - Geosyntec
Consultants, Inc. Contract
C26194015
Item 10: Staff Report Pg. 24 Packet Pg. 373 of 1140
Professional Services
Rev. Oct 16,2024
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.
Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10
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Consultants, Inc. Contract
C26194015
Item 10: Staff Report Pg. 25 Packet Pg. 374 of 1140
Professional Services
Rev. Oct 16,2024
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 decisionmaking for the 65% design. This will include questions relating to the location and type of educational materials, aesthetic components 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:
• Two, 1-hour virtual meetings with the City for Public Outreach Plan development Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10
Attachment A - Geosyntec
Consultants, Inc. Contract
C26194015
Item 10: Staff Report Pg. 26 Packet Pg. 375 of 1140
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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
Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10
Attachment A - Geosyntec
Consultants, Inc. Contract
C26194015
Item 10: Staff Report Pg. 27 Packet Pg. 376 of 1140
Professional Services
Rev. Oct 16,2024
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: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10
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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 crosschecked with design plans and 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 produce 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 conflicts. 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
2. 65% design review meeting notes, response to comments matrix Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10
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Consultants, Inc. Contract
C26194015
Item 10: Staff Report Pg. 29 Packet Pg. 378 of 1140
Professional Services
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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 alignments, 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: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10
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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.
Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10
Attachment A - Geosyntec
Consultants, Inc. Contract
C26194015
Item 10: Staff Report Pg. 31 Packet Pg. 380 of 1140
Professional Services
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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 approval. 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.
Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10
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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 spend 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 quarterly 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: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10
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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 preapproved 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: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10
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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: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10
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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 Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10
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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: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10
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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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RECIPIENT TYPE: Send Payment Request to:
Municipal Contact EPA RTPFC at: [email protected]
RECIPIENT: PAYEE:
GRANT NUMBER (FAIN): 98T20101
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 E-Mail: [email protected] E-Mail: [email protected] San Francisco, CA 94105 Phone: 650-329-2421 Phone: 415-972-3021 E-Mail: [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
BUDGET PERIOD TOTAL PROJECT PERIOD COST
10/01/2021 - 12/31/2025 10/01/2021 - 12/31/2025 $2,432,703.00
PROJECT PERIOD TOTAL BUDGET PERIOD COST
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
Carolyn Truong - Grants Management Officer DATE
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
EPA Amount This Action $0 $1,216,351 $1,216,351
EPA In-Kind Amount $0 $0 $0
Unexpended Prior Year Balance $0 $0 $0
Other Federal Funds $0 $0 $0
Recipient Contribution $0 $1,216,352 $1,216,352
State Contribution $0 $0 $0
Local Contribution $0 $0 $0
Other Contribution $0 $0 $0
Allowable Project Cost $0 $2,432,703 $2,432,703
66.126 - San Francisco Bay Water Quality Clean Water Act: Sec. 320 Improvement Fund
Assistance Program (CFDA) Statutory Authority Regulatory Authority 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
- 2109W32011 2122 B 09L2 000BK4 4158 - - $1,216,351
$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
50.00 50.00
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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-termsand-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: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10
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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. Uniform 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 NonFederal 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 AdministrativeRequirements, Cost Principles and Audit Requirements (2 CFR Parts 200 and 1500).
3. Termination
Consistent with 2 CFR 200.340, EPA may unilaterally terminate this award in whole or in part:
a. if a recipient fails to comply with the terms and conditions of the award including statutory or regulatory requirements; or
b. if the 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 fundsfrom 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-assistanceagreement-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. (a) For-profit organizations and individual consultants, in almost all cases, are not eligible Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10
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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 EPAapproved 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 individualswho 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 passthrough entity’s agreement with theEPA.
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 Conditionpassthrough 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 “ManagementFees.” (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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described in the approved work plan in accordance with 2 CFR 200.308.
12. Obtain the written approval of EPA’s Award Official prior to awarding a subaward to an individual if the EPA-approved scope of work does not include a description of subawards to individuals.
13. Establish and follow written procedures under 2 CFR 200.302(b)(7) for determining that subaward costs are allowable in accordance with 2 CFR Part 200, Subpart E and the terms and conditions of this award.
These procedures may provide for allowability determinations on a pre-award basis, through ongoing monitoring of costs that subrecipients incur, or a combination of both approaches provided the pass-through entity documents its determinations.
14. Establish and maintain a system under 2 CFR 200.332(d)(3) and 2 CFR 200.521 for issuing management decisions for audits of subrecipients that relate to Federal awards. However, the recipient remains accountable to EPA for ensuring that unallowable subaward costs initially paid by EPA are reimbursed or mitigated through offset with allowable costs whether the recipient recovers those costs from the subrecipient or not.
15. As provided in 2 CFR 200.333, pass-through entities must obtain EPA approval to make fixed amount subawards. EPA is restricting the use of fixed amount subawards to a limited number of situations that are authorized in official EPA pilot projects. Recipients should consult with theirEPA Project Officer regarding the status of these pilot projects.
By accepting this award, the recipient is certifying that it either has systems in place to comply with the requirements described in Items 1 through 14 above or will refrain from making subawards until the systems are designed and implemented.
9. Management Fees
Management fees or similar charges in excess of the direct costs and approved indirect rates are not allowable.
The term "management fees or similar charges" refers to expenses added to the direct costs in order to accumulate and reserve funds for ongoing business expenses; unforeseen liabilities; or for other similar costs which are not allowable under this assistance agreement. Management fees or similar charges may not be used to improve or expand the project funded under this agreement, except to the extent authorized as a direct cost of carrying out the scope of work.
10. Federal Employee Costs
The recipient understands that none of the funds for this project (including funds contributed by the recipient as cost sharing) may be used to pay for the travel of Federal employees or for other costs associated with Federal participation in this project unless a Federal agency will be providing services to the recipient as authorized by a Federal statute.
11. Foreign Travel
EPA policy requires that all foreign travel must be approved by its Office of International and Tribal Affairs. The recipient agrees to obtain prior EPA approval before using funds available under this agreement for international travel unless the trip(s) are already described in the EPA approved budget for this agreement. Foreign travel includes trips to Mexico and Canada but does not include trips to Puerto Rico, the U.S. Territories or possessions. Recipients that request post-award approval to travel frequently to Mexico and Canada by motor vehicle (e.g. for sampling or meetings) may describe their proposed travel in general terms in their request for EPA approval. Requests for prior approval must be submitted to the Project Officer for this agreement.
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12. The Fly America Act and Foreign Travel
The recipient understands that all foreign travel funded under this assistance agreement must comply with the Fly America Act. All travel must be on U.S. air carriers certified under 49 U.S.C. Section 40118, to the extent that service by such carriers is available even if foreign air carrier costs are less than the American air carrier.
13. Combating Race and Sex Stereotyping (Added December 9, 2020) By accepting this award, the recipient certifies that no federal funds awarded, or funds used to satisfy a cost share requirement, for this assistance agreement will be used to promote the concepts (including by conducting research premised upon these concepts) identified in Section 5 of the Executive Order on Combating Race and Sex Stereotyping issued on September 22, 2020.
Reporting and Additional Post-Award Requirements
14. System for Award Management and Universal Identifier Requirements
14.1. Requirement for System for Award Management (SAM) Unless exempted from this requirement under 2 CFR 25.110, the recipient must maintain current information in the SAM. This includes information on the recipient’s immediate and highest level owner and subsidiaries, as well as on all the recipient’s predecessors that have been awarded a Federal contract or Federal financial assistance within the last three years, if applicable, until the submittal of the final financial report required under this award or receipt of the final payment, whichever is later. This requires that the recipient reviews and updates the information at least annually after the initial registration, and more frequently if required by changes in the information or another award term.
14.2. Requirement for Unique Entity Identifier. If the recipient is authorized to make subawards under this award, the recipient:
a. Must notify potential subrecipients that no entity (see definition in paragraph 14.3 of this award term) may receive a subaward unless the entity has provided its Unique Entity Identifier. b. May not make a subaward to an entity unless the entity has provided its Unique Entity Identifier.
Subrecipients are not required to obtain an active SAM registration, but must obtain a Unique Entity Identifier.
14.3. Definitions. For the purposes of this award term:
a. System for Award Management (SAM) means the Federal repository into which an entity must provide information required for the conduct of business as a recipient. Additional information about registration procedures may be found at the SAM Internet site:
https://www.sam.gov/SAM/.
b. Unique Entity Identifier means the identifier assigned by SAM to uniquely identify business entities.
c. Entity includes non-Federal entities as defined at 2 CFR 200.1 and also includes all of the following:
14.3.c.1. A foreign organization;
14.3.c.2. A foreign public entity;
14.3.c.3. A domestic for-profit organization; and
14.3.c.4. A domestic or foreign for-profit organization; and
14.3.c.5. A Federal agency.
d. Subaward is defined at 2 CFR 200.1.
e. Subrecipient is defined at 2 CFR 200.1.
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15. Reporting Subawards and Executive Compensation
15.1. Reporting of first-tier subawards.
a. Applicability. Unless the recipient is exempt as provided in paragraph 15.4. of this award term, the recipient must report each action that obligates $30,000 or more in Federal funds for a subaward to a non-Federal entity or Federal agency (see definitions in paragraph 15.5 of this award term).
b. Where and when to report. (1) The recipient must report each obligating action described in paragraph 15.1.a of this award term to www.fsrs.gov. (2) For subaward information, report no later than the end of the month following the month in which the obligation was made. (For example, if the obligation was made on any date during the month of November of a given year, the obligation must be reported by no later than December 31 of that year.) c. What to report. The recipient must report the information about each obligating action as described in the submission instructions available at: http://www.fsrs.gov.
15.2. Reporting Total Compensation of Recipient Executives. a. Applicability and what to report. The recipient must report total compensation for each of their five most highly compensated executives for the preceding completed fiscal year, if:
15.2.a.1. the total Federal funding authorized to date under this award is $30,000 or more;
15.2.a.2. in the preceding fiscal year, the recipient received: (i.) 80 percent or more of their annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); (ii.) and $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and
15.2.a.3. The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Exchange Commission total compensation filings at: http:// www.sec.gov/answers/execomp.htm. )
b. Where and when to report. The recipient must report executive total compensation described in paragraph 15.2.a of this award term: (i.) As part of the registration Central System for Award Management profile available at https://www.sam.gov/SAM/ (ii.) By the end of the month following the month in which this award is made, and annually thereafter.
15.3. Reporting of Total Compensation of Subrecipient Executives. a. Applicability and what to report. Unless exempt as provided in paragraph 15.4. of this award term, for each first-tier non-Federal entity subrecipient under this award, the recipient shall report the names and total compensation of each of the subrecipient’s five most highly compensated executives for the subrecipient’s preceding completed fiscal year, if:
15.3.a.1. in the subrecipient's preceding fiscal year, the subrecipient received: (i.) 80 percent or more of its annual gross revenues from Federal procurement contracts (and subcontracts) and Federal financial assistance subject to the Transparency Act, as defined at 2 CFR 170.320 (and subawards); and (ii.) $25,000,000 or more in annual gross revenues from Federal procurement contracts (and subcontracts), and Federal financial assistance subject to the Transparency Act (and subawards); and
15.3.a.2. The public does not have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the U.S. Security and Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10
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Exchange Commission total compensation filings at:
http://www.sec.gov/answers/execomp.htm.)
b. Where and when to report. The recipient must report subrecipient executive total compensation described in paragraph 15.3.a. of this award term:
15.3.b.1. To the recipient.
15.3.b.2. By the end of the month following the month during which the recipient makes the subaward. For example, if a subaward is obligated on any date during the month of October of a given year (i.e., between October 1 and 31), the recipient must report any required compensation information of the subrecipient by November 30 of that year.
15.4. Exemptions
a. If, in the previous tax year, the recipient had gross income, from all sources, under $300,000, the recipient is exempt from the requirements to report:
15.4.a.1. (i) subawards, and (ii) the total compensation of the five most highly compensated executives of any subrecipient.
15.5. Definitions. For purposes of this award term:
a. Federal agency means a Federal agency as defined at 5 U.S.C. 551(1) and further clarified by 5 U.S.C 552(f).
b. Non-Federal entity means all of the following, as defined in 2 CFR Part 25: (i.) A Governmental organization, which is a State, local government, or Indian tribe; (ii.) A foreign public entity; (iii.) A domestic or foreign nonprofit organization; and (iv.) A domestic or foreign for-profit organization. c. Executive means officers, managing partners, or any other employees in management positions. d. Subaward:
15.5.d.1. This term means a legal instrument to provide support for the performance of any portion of the substantive project or program for which you received this award and that you as the recipient award to an eligible subrecipient.
15.5.d.2. The term does not include procurement of property and services needed to carry out the project or program (for further explanation, see 2 CFR 200.331).
15.5.d.3. A subaward may be provided through any legal agreement, including an agreement that the recipient or a subrecipient considers a contract.
e. Subrecipient means a non-Federal entity or Federal agency that:
15.5.e.1. Receives a subaward from the recipient under this award; and
15.5.e.2. Is accountable to the recipient for the use of the Federal funds provided by the subaward. f. Total compensation means the cash and noncash dollar value earned by the executive during the recipient’s or subrecipient’s preceding fiscal year and includes the following (for more information see 17 CFR 229.402(c)(2)):
15.5.f.1. Salary and bonus.
15.5.f.2. Awards of stock, stock options and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2004) (FAS 123R), Shared Based Payments.
15.5.f.3. Earnings for services under non-equity incentive plans. This does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees.
15.5.f.4. Change in pension value. This is the change in present value of defined benefit and actuarial pension plans.
15.5.f.5. Above-market earnings on deferred compensation which is not tax-qualified.
15.5.f.6. Other compensation, if the aggregate value of all such other compensation (e.g. severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the executive exceeds $10,000.
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16. Recipient Integrity and Performance Matters - Reporting of Matters Related to Recipient Integrity and Performance
16.1. General Reporting Requirement
If the total value of your currently active grants, cooperative agreements, and procurement contracts from all Federal awarding agencies exceeds $10,000,000 for any period of time during the period of performance of this Federal award, then you as the recipient during that period of time must maintain the currency of information reported to the System for Award Management (SAM) that is made available in the designated integrity and performance system (currently the Federal Awardee Performance and Integrity Information System (FAPIIS)) about civil, criminal, or administrative proceedings described in paragraph 2 of this award term and condition. This is a statutory requirement under section 872 of Public Law 110- 417, as amended (41 U.S.C. 2313). As required by section 3010 of Public Law 111-212, all information posted in the designated integrity and performance system on or after April 15, 2011, except past performance reviews required for Federal procurement contracts, will be publicly available.
16.2. Proceedings About Which You Must Report
Submit the information required about each proceeding that:
a. Is in connection with the award or performance of a grant, cooperative agreement, or procurement contract from the Federal Government;
b. Reached its final disposition during the most recent five-year period; and c. Is one of the following:
16.2.c.1. A criminal proceeding that resulted in a conviction, as defined in paragraph 5 of this award term and condition;
16.2.c.2. A civil proceeding that resulted in a finding of fault and liability and payment of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more;
16.2.c.3. An administrative proceeding, as defined in paragraph 5. of this award term and condition, that resulted in a finding of fault and liability and your payment of either a monetary fine or penalty of $5,000 or more or reimbursement, restitution, or damages in excess of $100,000; or
16.2.c.4. Any other criminal, civil, or administrative proceeding if:
16.2.c.4.1. It could have led to an outcome described in paragraph 16.2.c.1, 16.2.c.2, or 16.2.c.3 of this award term and condition;
16.2.c.4.2. It had a different disposition arrived at by consent or compromise with an acknowledgment of fault on your part; and
16.2.c.4.3. The requirement in this award term and condition to disclose information about the proceeding does not conflict with applicable laws and regulations.
16.3. Reporting Procedures
Enter in the SAM Entity Management area the information that SAM requires about each proceeding described in paragraph 2 of this award term and condition. You do not need to submit the information a second time under assistance awards that you received if you already provided the information through SAM because you were required to do so under Federal procurement contracts that you were awarded.
16.4. Reporting Frequency
During any period of time when you are subject to the requirement in paragraph 16.1 of this award term and condition, you must report proceedings information through SAM for the most recent five year period, either to report new information about any proceeding(s) that you have not reported previously or affirm that there is no new information to report. Recipients that have Federal contract, grant, and cooperative agreement awards with a cumulative total value greater than $10,000,000 must disclose semiannually any information about the criminal, civil, and administrative proceedings.
16.5. Definitions
For purposes of this award term and condition:
a. Administrative proceeding means a non-judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10
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Administrative proceedings, Civilian Board of Contract Appeals proceedings, and Armed Services Board of Contract Appeals proceedings). This includes proceedings at the Federal and State level but only in connection with performance of a Federal contract or grant. It does not include audits, site visits, corrective plans, or inspection of deliverables. b. Conviction, for purposes of this award term and condition, means a judgment or conviction of a criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea of nolo contendere. c. Total value of currently active grants, cooperative agreements, and procurement contracts includes—
16.5.c.1. Only the Federal share of the funding under any Federal award with a recipient cost share or match; and
16.5.c.2. The value of all expected funding increments under a Federal award and options, even if not yet exercised.
17. Federal Financial Reporting (FFR)
Pursuant to 2 CFR 200.328 and 2 CFR 200.344, EPA recipients must submit the Federal Financial Report (SF-425) at least annually and no more frequently than quarterly. EPA’s standard reporting frequency is annual unless an EPA Region has included an additional term and condition specifying greater reporting frequency within this award document. EPA recipients must submit the SF-425 no later than 30 calendar days after the end of each specified reporting period for quarterly and semi-annual reports and 90 calendar days for annual reports. Final reports are due no later than 120 calendar days after the end date of the period of performance of the award Extension of reporting due dates may be approved by EPA when requested and justified by the recipient. The FFR form is available on the internet at: https://www.epa.gov/financial/forms.
All FFRs must be submitted to the Research Triangle Park Finance Center (RTPFC) via email at rtpfc[email protected] or mail it to:
US Environmental Protection Agency
RTP-Finance Center (Mail Code AA216-01)
4930 Page Rd.
Durham, NC 27703
The RTPFC will make adjustments, as necessary, to obligated funds after reviewing and accepting a final Federal Financial Report. Recipients will be notified and instructed by EPA if they must complete any additional forms for the closeout of the assistance agreement.
18. Indirect Cost Rate Agreements
This term and condition provides requirements for recipients using EPA funds for indirect costs and applies to all EPA assistance agreements unless there are statutory or regulatory limits on IDCs. See also EPA’s Indirect Cost Policy for Recipients of EPA Assistance Agreements (IDC Policy).
In order for the assistance agreement recipient to use EPA funding for indirect costs, the IDC category of the recipient’s assistance agreement award budget must include an amount for IDCs and at least one of the following must apply:
• With the exception of “exempt” agencies and Institutions of Higher Education as noted below, all recipients must have one of the following current (not expired) IDC rates, including IDC rates that have been extended by the cognizant agency:
• Provisional;
• Final;
• Fixed rate with carry-forward;
• Predetermined;
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• 10% de minimis rate authorized by 2 CFR 200.414(f)
• EPA-approved use of an expired fixed rate with carry-forward on an exception basis, as detailed in section 6.4.a. of the IDC Policy.
• “Exempt” state or local governmental departments or agencies are agencies that receive up to and including $35,000,000 in Federal funding per the department or agency’s fiscal year, and must have an IDC rate proposal developed in accordance with 2 CFR Part 200, Appendix VII, with documentation maintained and available for audit.
• Institutions of Higher Education must use the IDC rate in place at the time of award for the life of the assistance agreement (unless the rate was provisional at time of award, in which case the rate will change once it becomes final). As provided by 2 CFR Part 200, Appendix III(C)(7), the term “life of the assistance agreement”, means each competitive segment of the project. Additional information is available in the regulation.
IDCs incurred during any period of the assistance agreement that are not covered by the provisions above are not allowable costs and must not be drawn down by the recipient. Recipients may budget for IDCs if they have submitted a proposed IDC rate to their cognizant Federal agency or requested an exception from EPA under subsection 6.4 of the IDC Policy. However, recipients may not draw down IDCs until their rate is approved, if applicable, or EPA grants an exception. IDC drawdowns must comply with the indirect rate corresponding to the period during which the costs were incurred.
This term and condition does not govern indirect rates for subrecipients or recipient procurement contractors under EPA assistance agreements. Pass-through entities are required to comply with 2 CFR 200.332(a)(4)(i) and (ii) when establishing indirect cost rates for subawards.
19. Audit Requirements
In accordance with 2 CFR 200.501(a), the recipient hereby agrees to obtain a single audit from an independent auditor, if their organization expends $750,000 or more in total Federal funds in their fiscal year beginning on or after December 26, 2014.
The recipient must submit the form SF-SAC and a Single Audit Report Package within 9 months of the end of the recipient’s fiscal year or 30 days after receiving the report from an independent auditor. The SF-SAC and a Single Audit Report Package MUST be submitted using the Federal Audit Clearinghouse’s Internet Data Entry System available at: https://facides.census.gov/
For complete information on how to accomplish the single audit submissions, you will need to visit the Federal Audit Clearinghouse Web site: https://facweb.census.gov/
20. Closeout Requirements
Reports required for closeout of the assistance agreement must be submitted in accordance with this agreement. Submission requirements and frequently asked questions can also be found at:
https://www.epa.gov/grants/frequent-questions-about-closeouts
21. Suspension and Debarment
Recipient shall fully comply with Subpart C of 2 C.F.R. Part 180 entitled, “Responsibilities of Participants Regarding Transactions Doing Business With Other Persons,” as implemented and supplemented by 2 C.F.R.
Part 1532. Recipient is responsible for ensuring that any lower tier covered transaction, as described in Subpart B of 2 C.F.R. Part 180, entitled “Covered Transactions,” and 2 C.F.R. § 1532.220, includes a term or condition requiring compliance with 2 C.F.R. Part 180, Subpart C. Recipient is responsible for further requiring the inclusion of a similar term and condition in any subsequent lower tier covered transactions. Recipient acknowledges that failing to disclose the information required under 2 C.F.R. § 180.335 to the EPA office that is entering into the transaction with the recipient may result in the delay or negation of this assistance agreement, or pursuance of administrative remedies, including suspension and debarment. Recipients may access the Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10
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System for Award Management (SAM) exclusion list at https://sam.gov/SAM/ to determine whether an entity or individual is presently excluded or disqualified.
22. Representation by Corporations Regarding Delinquent Tax Liability or a Felony Conviction under any Federal Law.
This award is subject to the provisions contained in an appropriations act(s) which prohibits the Federal Government from entering into a contract, memorandum of understanding, or cooperative agreement with, make a grant to, or provide a loan or loan guarantee to any corporation having a delinquent Federal tax liability or a felony conviction under any Federal law, unless the agency has considered suspension or debarment of the corporation and has made a determination that this further action is not necessary to protect the interests of the Government. A “corporation” is a legal entity that is separate and distinct from the entities that own, manage, or control it. It is organized and incorporated under the jurisdictional authority of a governmental body, such as a State or the District of Columbia. A corporation may be a for-profit or non-profit organization.
As required by the appropriations act(s) prohibitions, the Government will not enter into a contract, memorandum of understanding, or cooperative agreement with, make a grant to, or provide a loan or loan guarantee with any corporation that — (1) Has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability, where the awarding agency is aware of the unpaid tax liability, unless an agency has considered suspension or debarment of the corporation and made a determination that suspension or debarment is not necessary to protect the interests of the Government; or (2) Was convicted of a felony criminal violation under any Federal law within the preceding 24 months, where the awarding agency is aware of the conviction, unless an agency has considered suspension or debarment of the corporation and made a determination that this action is not necessary to protect the interests of the Government.
By accepting this award, the recipient represents that it is not a corporation that has any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability; and it is not a corporation that was convicted of a felony criminal violation under a Federal law within the preceding 24 months.
Alternatively, by accepting this award, the recipient represents that it disclosed unpaid Federal tax liability information and/or Federal felony conviction information to the EPA. The Recipient may accept this award if the EPA Suspension and Debarment Official has considered suspension or debarment of the corporation based on a tax liabilities and/or Federal felony convictions and determined that suspension or debarment is not necessary to protect the Government's interests.
If the recipient fails to comply with this term and condition, EPA will annul this agreement and may recover any funds the recipient has expended in violation of the appropriations act(s) prohibition(s). The EPA may also pursue other administrative remedies as outlined in 2 CFR 200.339 and 2 CFR 200.340, and may also pursue suspension and debarment.
23. Disclosing Conflict of Interests
23.1. For awards to Non-federal entities and individuals (other than states and fellowship recipients under 40 CFR Part 46).
As required by 2 CFR 200.112, EPA has established a policy (COI Policy) for disclosure of conflicts of interest (COI) that may affect EPA financial assistance awards. EPA’s COI Policy is posted at https://www.epa.gov/grants/epas-financial-assistance-conflict-interest-policy.
The posted version of EPA’s COI Policy is applicable to new funding (initial awards, supplemental and incremental funding) awarded on or after October 1, 2015. This COI term Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10
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and condition supersedes prior COI terms and conditions for this award based on either EPA’s May 22, 2015 Revised Interim COI Policy or December 26, 2014 Interim COI Policy.
For competitive awards, recipients must disclose any competition related COI described in section
4.0(a) of the COI Policy that are discovered after award to the EPA Grants Specialist listed on the Assistance Agreement/Amendment within 30 calendar days of discovery of the COI. The Grants Specialist will respond to any such disclosure within 30 calendar days.
EPA’s COI Policy requires that recipients have systems in place to address, resolve and disclose to EPA COIs described in sections 4.0(b), (c) and/or (d) of the COI Policy that affect any contract or subaward regardless of amount funded under this award. The recipient’s COI Point of Contact for the award must disclose any COI to the EPA Grants Specialist listed on the Assistance Agreement/Amendment within 30 calendar days of the discovery of the potential COI and their approach for resolving the COI.
EPA’s COI Policy requires that subrecipients have systems in place to address, resolve and disclose COI’s described in section 4.0(b)(c) and (d) of the COI Policy regardless of the amount of the transaction. Recipients who are pass-through entities as defined at 2 CFR 200.1 must require that subrecipients being considered for or receiving subawards disclose COI to the pass-through entities in a manner that, at a minimum, is in accordance with sections 5.0(d) and 7.0(c) of EPA’s COI Policy. Pass-through entities must disclose the subrecipient COI along with the approach for resolving the COI to the EPA Grants Specialist listed on the Assistance Agreement/Amendment within 30 calendar days of receiving notification of the COI by the subrecipient.
EPA only requires that recipients and subrecipients disclose COI’s that are discovered under their systems for addressing and resolving COI. If recipients or subrecipients do not discover a COI, they do not need to advise EPA or the pass-through entity of the absence of a COI.
Upon notice from the recipient of a potential COI and the approach for resolving it, the Agency will then make a determination regarding the effectiveness of these measures within 30 days of receipt of the recipient’s notice unless a longer period is necessary due to the complexity of the matter. Recipients may not request payment from EPA for costs for transactions subject to the COI pending notification of EPA’s determination. Failure to disclose a COI may result in cost disallowances.
Disclosure of a potential COI will not necessarily result in EPA disallowing costs, with the exception of procurement contracts that the Agency determines violate 2 CFR 200.318(c)(1) or (2), provided the recipient notifies EPA of measures the recipient or subrecipient has taken to eliminate, neutralize or mitigate the conflict of interest when making the disclosure.
23.2. For awards to states including state universities that are state agencies or instrumentalities As required by 2 CFR 200.112, EPA has established a policy (COI Policy) for disclosure of conflicts of interest (COI) that may affect EPA financial assistance awards. EPA’s COI Policy is posted at:
https://www.epa.gov/grants/epas-financial-assistance-conflict-interest-policy. The posted version of EPA’s COI Policy is applicable to new funding (initial awards, supplemental, incremental funding) awarded on or after October 1, 2015. This COI term and condition supersedes prior COI terms and conditions for this award based on either EPA’s May 22, 2015 Revised Interim COI Policy or December 26, 2014 Interim COI Policy.
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of the COI Policy that are discovered after award to the EPA Grants Specialist listed on the Assistance Agreement/Amendment within 30 calendar days of discovery of the COI. The Grants Specialist will respond to any such disclosure within 30 calendar days.
States including state universities that are state agencies and instrumentalities receiving funding from EPA are only required to disclose subrecipient COI as a pass-through entity as defined by 2 CFR 200.1. Any other COI are subject to state laws, regulations and policies. EPA’s COI Policy requires that subrecipients have systems in place to address, resolve and disclose COIs described in section 4.0(b)(c) and (d) of the COI Policy that arise after EPA made the award regardless of the amount of the transaction. States who are pass-through entities as defined at 2 CFR 200.1 must require that subrecipients being considered for or receiving subawards disclose COI to the state in a manner that, as a minimum, in accordance with sections
5.0(d) and 7.0(c) of EPA’s COI Policy. States must disclose the subrecipient COI along with the approach for resolving the COI to the EPA Grants Specialist listed on the Assistance Agreement/Amendment within 30 calendar days of receiving notification of the COI by the subrecipient.
EPA only requires that subrecipients disclose COI’s to state pass-through entities that are discovered under their systems for addressing, resolving, and disclosing COI. If subrecipients do not discover a COI, they do not need to advise state pass-through entities of the absence of a COI.
Upon receiving notice of a potential COI and the approach for resolving it, the Agency will make a determination regarding the effectiveness of these measures within 30 days of receipt of the state’s notice of a subrecipient COI unless a longer period is necessary due to the complexity of the matter. States may not request payment from EPA for costs for transactions subject to the COI pending notification of EPA’s determination. A subrecipient’s failure to disclose a COI to the state and EPA may result in cost disallowances.
Disclosure of a potential subrecipient COI will not necessarily result in EPA disallowing costs, with the exception of procurement contracts that the Agency determines violate 2 CFR 200.318(c)(1) or (2), provided the subrecipient has taken measures that EPA and the state agree eliminate, neutralize or mitigate the conflict of interest.
24. Transfer of Funds
Applicable to all assistance agreements other than Continuing Environmental Program Grants subject to 40 CFR 35.114 and 40 CFR 35.514 when EPA’s share of the total project costs exceeds the Simplified Acquisition Threshold. Simplified Acquisition Threshold is defined at 2 CFR 200.1 and is currently set at $250,000 but the amount is subject to adjustment.
(1) As provided at 2 CFR 200.308(f), the recipient must obtain prior approval from EPA’s Grants Management Officer if the cumulative amount of funding transfers among direct budget categories or programs, functions and activities exceeds 10% of the total budget. Recipients must submit requests for prior approval to the Grant Specialist and Grants Management Officer with a copy to the Project Officer for this agreement. (2) Recipients must notify EPA’s Grant Specialist and Project Officer of cumulative funding transfers among direct budget categories or programs, functions and activities that do not exceed 10% of the total budget for the agreement. Recipients must also notify the EPA Grant Specialist and Project Officer when transferring funds from direct budget categories to the indirect cost category or from the indirect cost category to the direct cost category. Prior approval by EPA’s Grant Management Officer is required if the transfer involves any of the items listed in 2 CFR 200.407 that EPA did not previously approve at time of award or in response to a previous post-award request by the recipient.
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Applicable to Continuing Environmental Program Grants subject to 40 CFR 35.114 and 40 CFR 35.514. when EPA’s share of the total project costs exceeds the Simplified Acquisition Threshold. Simplified Acquisition Threshold is defined at 2 CFR 200.1 and is currently set at $250,000 but the amount is subject to adjustment.
Recipients of continuing environmental program grants subject to 40 CFR 35.114 and 40 CFR 35.514 must notify the EPA Grant Specialist and Project Officer of funding transfers among direct budget categories, programs, functions and activities or transfers that change amounts budgeted for indirect costs, but prior EPA approval is not required unless the transfer results in significant changes to work plan commitments. Recipients must obtain prior written approval if the transfer involves any of the items listed in 2 CFR 200.407 that EPA did not previously approve at time of award, in response to a previous post-award request by the recipient, or is subject to an EPA waiver of prior approval under 40 CFR 35.114(d) or 40 CFR 35.514(d).
25. Electronic/Digital Signatures on Financial Assistance Agreement Form(s)/Document(s) Throughout the life of this assistance agreement, the recipient agrees to ensure that any form(s)/document(s) required to be signed by the recipient and submitted to EPA through any means including but not limited to hard copy via U.S. mail or express mail, hand delivery or through electronic means such as e-mail are: (1) signed by the individual identified on the form/document, and (2) the signer has the authority to sign the form/document for the recipient. Submission of any signed form(s)/document(s) is subject to any provisions of law on making false statements (e.g. 18 U.S.C. 1001).
26. Extension of Project/Budget Period Expiration Date
EPA has not exercised the waiver option to allow automatic one-time extensions for non-research grants under 2 CFR 200.308(e)(2). Therefore, if a no-cost time extension is necessary to extend the period of availability of funds, the recipient must submit a written request to the EPA prior to the budget/project period expiration dates. The written request must include: a justification describing the need for additional time, an estimated date of completion, and a revised schedule for project completion including updated milestone target dates for the approved workplan activities. In addition, if there are overdue reports required by the general, administrative, and/or programmatic terms and conditions of this assistance agreement, the recipient must ensure that they are submitted along with or prior to submitting the no-cost time extension request.
27. Utilization of Disadvantaged Business Enterprises
GENERAL COMPLIANCE, 40 CFR, Part 33
The recipient agrees to comply with the requirements of EPA's Disadvantaged Business Enterprise (DBE) Program for procurement activities under assistance agreements, contained in 40 CFR, Part 33.
The following text either provides updates to 40 CFR, Part 33 based upon the associated class exception or highlights a requirement.
1. EPA MBE/WBE CERTIFICATION, 40 CFR, Part 33, Subpart B EPA no longer certifies entities as Minority-Owned Business Entities (MBEs) or Women-Owned Business Entities (WBEs) pursuant to a class exception issued in October 2019. The class exception was authorized pursuant to the authority in 2 CFR, Section 1500.3(b).
2. SIX GOOD FAITH EFFORTS, 40 CFR, Part 33, Subpart C
Pursuant to 40 CFR Section 33.301, the recipient agrees to make good faith efforts whenever procuring construction, equipment, services and supplies under an EPA financial assistance agreement, and to require that sub-recipients, loan recipients, and prime contractors also comply. Records documenting compliance with the six good faith efforts shall be retained. The specific six good faith efforts can be found at: 40 CFR Section 33.301 (a)-(f).
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However, in EPA assistance agreements that are for the benefit of Native Americans, the recipient must solicit and recruit Native American organizations and Native American-owned economic enterprises and give them preference in the award process prior to undertaking the six good faith efforts (40 CFR Section
33.304). If recruiting efforts are unsuccessful, the recipient must follow the six good faith efforts.
3. CONTRACT ADMINISTRATION PROVISIONS, 40 CFR Section 33.302 The recipient agrees to comply with the contract administration provisions of 40 CFR Section 33.302 (a)- (d) and (i).
4. BIDDERS LIST, 40 CFR Section 33.501(b) and (c)
Recipients of a Continuing Environmental Program Grant or other annual reporting grant, agree to create and maintain a bidders list. Recipients of an EPA financial assistance agreement to capitalize a revolving loan fund also agree to require entities receiving identified loans to create and maintain a bidders list if the recipient of the loan is subject to, or chooses to follow, competitive bidding requirements. Please see 40 CFR Section 33.501 (b) and (c) for specific requirements and exemptions.
5. FAIR SHARE OBJECTIVES, 40 CFR, Part 33, Subpart D
In October 2019, a class exception to the entire Subpart D of 40 CFR, Part 33 has been authorized pursuant to the authority in 2 CFR Section 1500.3(b). Notwithstanding Subpart D of 40 CFR, Part 33, recipients are not required to negotiate or apply fair share objectives in procurements under assistance agreements.
6. MBE/WBE REPORTING, 40 CFR, Part 33, Subpart E
When required, the recipient agrees to complete and submit a “MBE/WBE Utilization Under Federal Grants and Cooperative Agreements” report (EPA Form 5700-52A) on an annual basis. The current EPA Form 5700-52A can be found at the EPA Grantee Forms Page at https://www.epa.gov/sites/production/files/2020-06/documents/epa_form_5700_52a_fill-sign.pdf.
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, $250,000 however the 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.
Annual reports are due by October 30th of each year. Final reports are due 120 days after the end of the project period.
This provision represents an approved exception from the MBE/WBE reporting requirements as described in 40 CFR Section 33.502.
7. MBE/WBE RECORDKEEPING, 40 CFR, Part 33, Subpart E
The recipient agrees to comply with all recordkeeping requirements as stipulated in 40 CFR, Part 33, Subpart E including creating and maintaining a bidders list, when required. Any document created as a record to demonstrate compliance with any requirement of 40 CFR, Part 33 must be maintained pursuant to the requirements stated in this Subpart.
Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10
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Programmatic General Terms and Conditions
28. Sufficient Progress
EPA will measure sufficient progress by examining the performance required under the workplan in conjunction with the milestone schedule, the time remaining for performance within the project period and/or the availability of funds necessary to complete the project. EPA may terminate the assistance agreement for failure to ensure reasonable completion of the project within the project period.
29. Copyrighted Material and Data
In accordance with 2 CFR 200.315, EPA has the right to reproduce, publish, use and authorize others to reproduce, publish and use copyrighted works or other data developed under this assistance agreement for Federal purposes.
Examples of a Federal purpose include but are not limited to: (1) Use by EPA and other Federal employees for official Government purposes; (2) Use by Federal contractors performing specific tasks for [i.e., authorized by] the Government; (3) Publication in EPA documents provided the document does not disclose trade secrets (e.g. software codes) and the work is properly attributed to the recipient through citation or otherwise; (4) Reproduction of documents for inclusion in Federal depositories; (5) Use by State, tribal and local governments that carry out delegated Federal environmental programs as “co-regulators” or act as official partners with EPA to carry out a national environmental program within their jurisdiction and; (6) Limited use by other grantees to carry out Federal grants provided the use is consistent with the terms of EPA’s authorization to the other grantee to use the copyrighted works or other data.
Under Item 6, the grantee acknowledges that EPA may authorize another grantee(s) to use the copyrighted works or other data developed under this grant as a result of:
• the selection of another grantee by EPA to perform a project that will involve the use of the copyrighted works or other data or;
• termination or expiration of this agreement.
In addition, EPA may authorize another grantee to use copyrighted works or other data developed with Agency funds provided under this grant to perform another grant when such use promotes efficient and effective use of Federal grant funds.
30. Patents and Inventions
Rights to inventions made under this assistance agreement are subject to federal patent and licensing regulations, which are codified at Title 37 CFR Part 401 and Title 35 USC Sections 200-212.
Pursuant to the Bayh-Dole Act (set forth in 35 USC 200-212), EPA retains the right to a worldwide, nonexclusive, nontransferable, irrevocable, paid-up license to practice the invention owned by the assistance agreement holder, as defined in the Act. To streamline the invention reporting process and to facilitate compliance with the Bayh-Dole Act, the recipient must utilize the Interagency Edison extramural invention reporting system at iEdison.gov . Annual utilization reports must be submitted through the system. The recipient is required to notify the Project Officer identified on the award document when an invention report, patent report, or utilization report is filed at iEdison.gov. EPA elects not to require the recipient to provide a report prior to the close-out of a funding agreement listing all subject inventions or stating that there were none.
In accordance with Executive Order 12591, as amended, government owned and operated laboratories can enter into cooperative research and development agreements with other federal laboratories, state and local governments, universities, and the private sector, and license, assign, or waive rights to intellectual property “developed by the laboratory either under such cooperative research or development agreements and from within individual laboratories.”
Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10
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31. Acknowledgement Requirements for Non-ORD Assistance Agreements The recipient agrees that any reports, documents, publications or other materials developed for public distribution supported by this assistance agreement shall contain the following statement:
"This project has been funded wholly or in part by the United States Environmental Protection Agency under assistance agreement (number) to (recipient). The contents of this document do not necessarily reflect the views and policies of the Environmental Protection Agency, nor does the EPA endorse trade names or recommend the use of commercial products mentioned in this document.” Recipients of EPA Office of Research Development (ORD) research awards must follow the acknowledgement requirements outlined in the research T&Cs available at: https://www.nsf.gov/awards/managing/rtc.jsp. A Federal-wide workgroup is currently updating the Federal-Wide Research Terms and Conditions Overlay to the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards and when completed recipients of EPA ORD research must abide by the research T&Cs.
32. Electronic and Information Technology Accessibility Recipients are subject to the program accessibility provisions of Section 504 of the Rehabilitation Act, codified in 40 CFR Part 7, which includes an obligation to provide individuals with disabilities reasonable accommodations and an equal and effective opportunity to benefit from or participate in a program, including those offered through electronic and information technology (“EIT”). In compliance with Section 504, EIT systems or products funded by this award must be designed to meet the diverse needs of users (e.g., U.S. public, recipient personnel) without barriers or diminished function or quality. Systems shall include usability features or functions that accommodate the needs of persons with disabilities, including those who use assistive technology. At this time, the EPA will consider a recipient’s websites, interactive tools, and other EIT as being in compliance with Section 504 if such technologies meet standards established under Section 508 of the Rehabilitation Act, codified at 36 CFR Part 1194. While Section 508 does not apply directly to grant recipients, we encourage recipients to follow either the 508 guidelines or other comparable guidelines that concern accessibility to EIT for individuals with disabilities.
Recipients may wish to consult the latest Section 508 guidelines issued by the U.S. Access Board or W3C’s Web Content Accessibility Guidelines (WCAG) 2.0 (see https://www.access-board.gov/guidelines-andstandards/communications-and-it/about-the-section-508-standards/guide-to-the-section-508-standards).
33. Human Subjects
Human subjects research is any activity that meets the regulatory definitions of both research AND human subject. Research is a systematic investigation, including research development, testing and evaluation, designed to develop or contribute to generalizable knowledge. Human subject means a living individual about whom an investigator (whether professional or student) conducting research obtains (1) data through intervention or interaction with the individual, or (2) identifiable private information. [40 CFR 26.102 (d)(f)] No research involving human subjects will be conducted under this agreement without prior written approval of the EPA to proceed with that research. If engaged in human subjects research as part of this agreement, the recipient agrees to comply with all applicable provisions of EPA Regulation 40 CFR 26 (Protection of Human Subjects). This includes, at Subpart A, the Basic Federal Policy for the Protection of Human Research Subjects, also known as the Common Rule. It also includes, at Subparts B, C, and D, prohibitions and additional protections for children, nursing women, pregnant women, and fetuses in research conducted or supported by EPA.
The recipient further agrees to comply with EPA’s procedures for oversight of the recipient’s compliance with 40 CFR 26, as given in EPA Order 1000.17 Change A1 (Policy and Procedures on Protection of Human Research Subjects in EPA Conducted or Supported Research). As per this order, no human subject may be involved in any research conducted under this assistance agreement, including recruitment, until the research Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10
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has been approved or determined to be exempt by the EPA Human Subjects Research Review Official (HSRRO) after review of the approval or exemption determination of the Institutional Review Board(s) (IRB(s)) with jurisdiction over the research under 40 CFR 26.
For HSRRO approval, the recipient must forward to the Project Officer: (1) copies of all documents upon which the IRB(s) with jurisdiction based their approval(s) or exemption determination(s), (2) copies of the IRB approval or exemption determination letter(s), (3) copy of the IRB-approved consent forms and subject recruitment materials, if applicable, and (4) copies of all supplementary IRB correspondence.
Following the initial approvals indicated above, the recipient must, as part of the annual report(s), provide evidence of continuing review and approval of the research by the IRB(s) with jurisdiction, as required by 40 CFR 26.109(e). Materials submitted to the IRB(s) for their continuing review and approval are to be provided to the Project Officer upon IRB approval. During the course of the research, investigators must promptly report any unanticipated problems involving risk to subjects or others according to requirements set forth by the IRB.
In addition, any event that is significant enough to result in the removal of the subject from the study should also be reported to the Project Officer, even if the event is not reportable to the IRB of record.
34. Animal Subjects
The recipient agrees to comply with the Animal Welfare Act of 1966 (P.L. 89-544), as amended, 7 USC 2131- 2156. Recipient also agrees to abide by the “U.S. Government Principles for the Utilization and Care of Vertebrate Animals used in Testing, Research, and Training.” (Federal Register 50(97): 20864-20865. May 20,1985). The nine principles can be viewed at https://olaw.nih.gov/policies-laws/phs-policy.htm. For additional information about the Principles, the recipient should consult the Guide for Care and Use of Laboratory Animals, prepared by the Institute of Laboratory Animal Resources, National Research Council and can be accessed at: http://www.nap.edu/readingroom/books/labrats/.
35. Light Refreshments and/or Meals
APPLICABLE TO ALL AGREEMENTS EXCEPT STATE CONTINUING ENVIRONMENTAL PROGRAMS (AS DESCRIBED BELOW):
Unless the event(s) and all of its components are described in the approved workplan, the recipient agrees to obtain prior approval from EPA for the use of grant funds for light refreshments and/or meals served at meetings, conferences, training workshops and outreach activities (events). The recipient must send requests for approval to the EPA Project Officer and include:
(1) An estimated budget and description for the light refreshments, meals, and/or beverages to be served at the event(s);
(2) A description of the purpose, agenda, location, length and timing for the event; and, (3) An estimated number of participants in the event and a description of their roles.
Costs for light refreshments and meals for recipient staff meetings and similar day-to-day activities are not allowable under EPA assistance agreements.
Recipients may address questions about whether costs for light refreshments, and meals for events may be allowable to the recipient’s EPA Project Officer; however, the Agency Award Official or Grant Management Officer will make final determinations on allowability. Agency policy prohibits the use of EPA funds for receptions, banquets and similar activities that take place after normal business hours unless the recipient has provided a justification that has been expressly approved by EPA's Award Official or Grants Management Officer.
EPA funding for meals, light refreshments, and space rental may not be used for any portion of an event where alcohol is served, purchased, or otherwise available as part of the event or meeting, even if EPA funds are not Docusign Envelope ID: A5DDBF3D-508F-4A93-B75C-D3C7442AFC33 Item 10
Attachment A - Geosyntec
Consultants, Inc. Contract
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Item 10: Staff Report Pg. 73 Packet Pg. 422 of 1140