Agenda packet — Palo Alto City Council, June 15, 2026 (part 3 of 6)

UNIT COST TOTAL COST UNIT COST TOTAL COST UNIT COST TOTAL COST UNIT COST TOTAL COST UNIT COST TOTAL COST UNIT COST TOTAL COST

BID ITEMS FOR STREET RESURFACING
1 AC Overlay 1/2": 8,955 TON $ 150.00 $ 1,343,250.00 $ 145.00 $ 1,298,475.00 $ 130.00 $ 1,164,150.00 $ 145.00 $ 1,298,475.00 $ 157.05 $ 1,406,382.75 $ 132.00 $ 1,182,060.00 2 PCC Base Repairs: 7,809 SF $ 30.00 $ 234,270.00 $ 28.00 $ 218,652.00 $ 35.00 $ 273,315.00 $ 30.00 $ 234,270.00 $ 25.07 $ 195,771.63 $ 30.00 $ 234,270.00 3 AC Milling: 459,052 SF $ 0.85 $ 390,194.20 $ 0.50 $ 229,526.00 $ 1.00 $ 459,052.00 $ 0.80 $ 367,241.60 $ 0.98 $ 449,870.96 $ 0.75 $ 344,289.00 4 Crack Sealing: 13,000 LF $ 2.00 $ 26,000.00 $ 1.00 $ 13,000.00 $ 0.74 $ 9,620.00 $ 1.00 $ 13,000.00 $ 0.78 $ 10,140.00 $ 1.75 $ 22,750.005 Interlayer Membrane: 3,000 LF $ 8.00 $ 24,000.00 $ 6.00 $ 18,000.00 $ 3.50 $ 10,500.00 $ 5.00 $ 15,000.00 $ 10.90 $ 32,700.00 $ 20.00 $ 60,000.00 6 Reset Utility Box: 77 EA $ 900.00 $ 69,300.00 $ 1,080.00 $ 83,160.00 $ 1,100.00 $ 84,700.00 $ 400.00 $ 30,800.00 $ 1,308.00 $ 100,716.00 $ 1,200.00 $ 92,400.00 7 Reset Manhole: 29 EA $ 1,200.00 $ 34,800.00 $ 1,300.00 $ 37,700.00 $ 1,300.00 $ 37,700.00 $ 400.00 $ 11,600.00 $ 1,308.00 $ 37,932.00 $ 1,400.00 $ 40,600.008 Recycling of Inert Solid Materials: 14,000 TON $ 4.00 $ 56,000.00 $ 1.00 $ 14,000.00 $ 1.00 $ 14,000.00 $ 0.50 $ 7,000.00 $ 4.36 $ 61,040.00 $ 7.50 $ 105,000.00 9 Inert recycling containing petromat: 4,000 TON $ 18.00 $ 72,000.00 $ 1.00 $ 4,000.00 $ 4.00 $ 16,000.00 $ 1.00 $ 4,000.00 $ 11.99 $ 47,960.00 $ 10.00 $ 40,000.00 10 Reset Catch Basin: 10 EA $ 400.00 $ 4,000.00 $ 3,000.00 $ 30,000.00 $ 3,100.00 $ 31,000.00 $ 3,100.00 $ 31,000.00 $ 3,150.00 $ 31,500.00 $ 3,500.00 $ 35,000.00 11 Type B curb with 3' exposed gutter pan: 1,073 LF $ 160.00 $ 171,680.00 $ 160.00 $ 171,680.00 $ 160.00 $ 171,680.00 $ 170.00 $ 182,410.00 $ 168.00 $ 180,264.00 $ 185.00 $ 198,505.00 12 Type A vertical curb with 1' buried gutter pan: 87 LF $ 130.00 $ 11,310.00 $ 120.00 $ 10,440.00 $ 120.00 $ 10,440.00 $ 126.00 $ 10,962.00 $ 126.00 $ 10,962.00 $ 140.00 $ 12,180.00 13 Type A vertical curb with 1' exposed gutter pan: 38 LF $ 130.00 $ 4,940.00 $ 120.00 $ 4,560.00 $ 120.00 $ 4,560.00 $ 126.00 $ 4,788.00 $ 126.00 $ 4,788.00 $ 140.00 $ 5,320.00 14 Type A vertical curb with 2' exposed gutter pan: 401 LF $ 150.00 $ 60,150.00 $ 140.00 $ 56,140.00 $ 140.00 $ 56,140.00 $ 147.00 $ 58,947.00 $ 147.00 $ 58,947.00 $ 160.00 $ 64,160.00 15 Type A vertical curb with 3' exposed gutter pan: 876 LF $ 170.00 $ 148,920.00 $ 160.00 $ 140,160.00 $ 160.00 $ 140,160.00 $ 170.00 $ 148,920.00 $ 168.00 $ 147,168.00 $ 185.00 $ 162,060.00 16 Type A vertical curb with 6' exposed gutter pan: 491 LF $ 210.00 $ 103,110.00 $ 190.00 $ 93,290.00 $ 190.00 $ 93,290.00 $ 200.00 $ 98,200.00 $ 199.50 $ 97,954.50 $ 220.00 $ 108,020.00 17 Brickwork/Pavers Specialty Finishes: 205 SF $ 35.00 $ 7,175.00 $ 25.00 $ 5,125.00 $ 25.00 $ 5,125.00 $ 27.00 $ 5,535.00 $ 27.25 $ 5,586.25 $ 28.00 $ 5,740.00 18 Concrete Sidewalk: 7,654 SF $ 26.00 $ 199,004.00 $ 24.00 $ 183,696.00 $ 24.00 $ 183,696.00 $ 26.00 $ 199,004.00 $ 25.20 $ 192,880.80 $ 28.00 $ 214,312.00 19 Concrete Driveway: 2,402 SF $ 28.00 $ 67,256.00 $ 27.00 $ 64,854.00 $ 27.00 $ 64,854.00 $ 28.00 $ 67,256.00 $ 28.35 $ 68,096.70 $ 32.00 $ 76,864.00 20 Valley gutter 4' wide: 53 LF $ 200.00 $ 10,600.00 $ 180.00 $ 9,540.00 $ 180.00 $ 9,540.00 $ 190.00 $ 10,070.00 $ 189.00 $ 10,017.00 $ 210.00 $ 11,130.00 21 Type A Curb Ramp: 1 EA $ 7,000.00 $ 7,000.00 $ 5,800.00 $ 5,800.00 $ 6,000.00 $ 6,000.00 $ 6,100.00 $ 6,100.00 $ 6,090.00 $ 6,090.00 $ 8,000.00 $ 8,000.00 22 Type C Curb Ramp: 31 EA $ 6,000.00 $ 186,000.00 $ 5,800.00 $ 179,800.00 $ 6,000.00 $ 186,000.00 $ 6,100.00 $ 189,100.00 $ 6,090.00 $ 188,790.00 $ 8,000.00 $ 248,000.00 23 Thermoplastic Paving Legends: 130 EA $ 90.00 $ 11,700.00 $ 120.00 $ 15,600.00 $ 120.00 $ 15,600.00 $ 130.00 $ 16,900.00 $ 126.00 $ 16,380.00 $ 130.00 $ 16,900.00 24 Green Thermoplastic: 130 SF $ 25.00 $ 3,250.00 $ 45.00 $ 5,850.00 $ 45.00 $ 5,850.00 $ 50.00 $ 6,500.00 $ 47.25 $ 6,142.50 $ 50.00 $ 6,500.00 25 Thermo Striping, 4" White: 856 LF $ 4.00 $ 3,424.00 $ 5.00 $ 4,280.00 $ 5.00 $ 4,280.00 $ 5.00 $ 4,280.00 $ 4.88 $ 4,177.28 $ 5.00 $ 4,280.0026 Thermo Striping, 6" White: 350 LF $ 6.00 $ 2,100.00 $ 7.00 $ 2,450.00 $ 7.00 $ 2,450.00 $ 8.00 $ 2,800.00 $ 7.35 $ 2,572.50 $ 8.00 $ 2,800.00 27 Thermo Striping, 8" White: 585 LF $ 8.00 $ 4,680.00 $ 10.00 $ 5,850.00 $ 9.00 $ 5,265.00 $ 10.00 $ 5,850.00 $ 9.82 $ 5,744.70 $ 10.00 $ 5,850.00 28 Thermo Striping, 12" White: 2,621 LF $ 12.00 $ 31,452.00 $ 10.00 $ 26,210.00 $ 10.00 $ 26,210.00 $ 11.00 $ 28,831.00 $ 10.50 $ 27,520.50 $ 11.00 $ 28,831.0029 Thermo Striping, 24" White: 770 LF $ 20.00 $ 15,400.00 $ 20.00 $ 15,400.00 $ 20.00 $ 15,400.00 $ 22.00 $ 16,940.00 $ 21.00 $ 16,170.00 $ 22.00 $ 16,940.0030 Thermo Striping, 4" Yellow: 40 LF $ 4.00 $ 160.00 $ 5.00 $ 200.00 $ 5.00 $ 200.00 $ 5.00 $ 200.00 $ 4.88 $ 195.20 $ 5.00 $ 200.00 31 Thermo Striping, 8" Yellow: 72 LF $ 8.00 $ 576.00 $ 10.00 $ 720.00 $ 10.00 $ 720.00 $ 10.00 $ 720.00 $ 9.82 $ 707.04 $ 10.00 $ 720.00 32 Thermo Striping, 12" Yellow: 733 LF $ 12.00 $ 8,796.00 $ 10.00 $ 7,330.00 $ 10.00 $ 7,330.00 $ 11.00 $ 8,063.00 $ 10.50 $ 7,696.50 $ 11.00 $ 8,063.0033 Thermo Striping, 24" Yellow: 500 LF $ 20.00 $ 10,000.00 $ 20.00 $ 10,000.00 $ 20.00 $ 10,000.00 $ 22.00 $ 11,000.00 $ 21.00 $ 10,500.00 $ 22.00 $ 11,000.00 34 Thermo Striping, Caltrans Detail 1: 355 LF $ 5.00 $ 1,775.00 $ 4.00 $ 1,420.00 $ 4.00 $ 1,420.00 $ 4.00 $ 1,420.00 $ 3.83 $ 1,359.65 $ 4.00 $ 1,420.00 35 Thermo Striping, Caltrans Detail 2: 2,300 LF $ 5.00 $ 11,500.00 $ 4.50 $ 10,350.00 $ 4.00 $ 9,200.00 $ 5.00 $ 11,500.00 $ 4.62 $ 10,626.00 $ 5.00 $ 11,500.00 36 Thermo Striping, Caltrans Detail 8: 150 LF $ 5.00 $ 750.00 $ 4.00 $ 600.00 $ 4.00 $ 600.00 $ 4.00 $ 600.00 $ 3.83 $ 574.50 $ 4.00 $ 600.00 37 Thermo Striping, Caltrans Detail 9: 4,620 LF $ 5.00 $ 23,100.00 $ 4.40 $ 20,328.00 $ 4.00 $ 18,480.00 $ 5.00 $ 23,100.00 $ 4.62 $ 21,344.40 $ 5.00 $ 23,100.00 38 Thermo Striping, Caltrans Detail 16: 850 LF $ 8.00 $ 6,800.00 $ 8.80 $ 7,480.00 $ 9.00 $ 7,650.00 $ 9.00 $ 7,650.00 $ 9.24 $ 7,854.00 $ 10.00 $ 8,500.00 39 Thermo Striping, Caltrans Detail 21: 864 LF $ 5.00 $ 4,320.00 $ 7.50 $ 6,480.00 $ 7.00 $ 6,048.00 $ 8.00 $ 6,912.00 $ 7.67 $ 6,626.88 $ 8.00 $ 6,912.0040 Thermo Striping, Caltrans Detail 22: 3,695 LF $ 6.00 $ 22,170.00 $ 9.00 $ 33,255.00 $ 9.00 $ 33,255.00 $ 9.00 $ 33,255.00 $ 9.24 $ 34,141.80 $ 10.00 $ 36,950.00 41 Thermo Striping, Caltrans Detail 23: 1,840 LF $ 10.00 $ 18,400.00 $ 9.00 $ 16,560.00 $ 9.00 $ 16,560.00 $ 10.00 $ 18,400.00 $ 9.45 $ 17,388.00 $ 10.00 $ 18,400.0042 Thermo Striping, Caltrans Detail 27B: 245 LF $ 6.00 $ 1,470.00 $ 4.00 $ 980.00 $ 4.00 $ 980.00 $ 4.00 $ 980.00 $ 3.83 $ 938.35 $ 4.00 $ 980.00 43 Thermo Striping, Caltrans Detail 31: 60 LF $ 8.00 $ 480.00 $ 15.00 $ 900.00 $ 15.00 $ 900.00 $ 15.00 $ 900.00 $ 15.38 $ 922.80 $ 16.00 $ 960.00 44 Thermo Striping, Caltrans Detail 36: 300 LF $ 8.00 $ 2,400.00 $ 5.50 $ 1,650.00 $ 5.00 $ 1,500.00 $ 6.00 $ 1,800.00 $ 5.78 $ 1,734.00 $ 6.00 $ 1,800.00 45 Thermo Striping, Caltrans Detail 37: 120 LF $ 8.00 $ 960.00 $ 5.00 $ 600.00 $ 5.00 $ 600.00 $ 6.00 $ 720.00 $ 5.41 $ 649.20 $ 5.80 $ 696.00 46 Thermo Striping, Caltrans Detail 38: 245 LF $ 5.00 $ 1,225.00 $ 6.00 $ 1,470.00 $ 5.00 $ 1,225.00 $ 6.00 $ 1,470.00 $ 5.78 $ 1,416.10 $ 6.00 $ 1,470.00 47 Thermo Striping, Caltrans Detail 39/39A: 2,040 LF $ 2.50 $ 5,100.00 $ 4.00 $ 8,160.00 $ 4.00 $ 8,160.00 $ 4.00 $ 8,160.00 $ 3.83 $ 7,813.20 $ 4.00 $ 8,160.0048 Thermo Striping, Caltrans Detail 40: 160 LF $ 8.00 $ 1,280.00 $ 4.00 $ 640.00 $ 4.00 $ 640.00 $ 4.00 $ 640.00 $ 3.83 $ 612.80 $ 4.00 $ 640.00 49 Thermo Striping, White Curb: 18 LF $ 10.00 $ 180.00 $ 6.00 $ 108.00 $ 6.00 $ 108.00 $ 7.00 $ 126.00 $ 6.30 $ 113.40 $ 6.50 $ 117.0050 Thermo Striping, Red Curb: 131 LF $ 10.00 $ 1,310.00 $ 6.00 $ 786.00 $ 6.00 $ 786.00 $ 7.00 $ 917.00 $ 6.30 $ 825.30 $ 6.50 $ 851.5051 Blue Pavement Markers: 22 EA $ 35.00 $ 770.00 $ 25.00 $ 550.00 $ 25.00 $ 550.00 $ 30.00 $ 660.00 $ 26.25 $ 577.50 $ 28.00 $ 616.00 52 Remove and Reinstall Bollard: 6 EA $ 1,000.00 $ 6,000.00 $ 1,150.00 $ 6,900.00 $ 1,150.00 $ 6,900.00 $ 1,300.00 $ 7,800.00 $ 1,207.50 $ 7,245.00 $ 1,250.00 $ 7,500.00 53 Traffic loops: 14 EA $ 6,500.00 $ 91,000.00 $ 550.00 $ 7,700.00 $ 500.00 $ 7,000.00 $ 600.00 $ 8,400.00 $ 577.50 $ 8,085.00 $ 600.00 $ 8,400.00 54 Traffic Control: 1 LS $ 50,000.00 $ 50,000.00 $ 502,497.00 $ 502,497.00 $ 373,627.00 $ 373,627.00 $ 190,000.00 $ 259,747.00 190,000.00 $ 259,747.00 $ 219,950.00 $ 219,950.00 $ 55 Notices: 1 LS $ 2,000.00 $ 2,000.00 $ 20,386.00 $ 20,386.00 $ 8,000.00 $ 8,000.00 $ 21,000.00 $ 21,000.00 $ 21,800.00 $ 21,800.00 $ 20,000.00 $ 20,000.00 56 Utility Tie Out Drawings: 1 LS $ 1,000.00 $ 1,000.00 $ 3,000.00 $ 3,000.00 $ 10,000.00 $ 10,000.00 $ 5,000.00 $ 5,000.00 $ 5,450.00 $ 5,450.00 $ 1,800.00 $ 1,800.00 57 Tree Trimming: 21 HRS $ 500.00 $ 10,500.00 $ 400.00 $ 8,400.00 $ 380.00 $ 7,980.00 $ 400.00 $ 8,400.00 $ 545.00 $ 11,445.00 $ 550.00 $ 11,550.00 58 Misc. Transportation Improvements: 1 LS $ 50,000.00 $ 50,000.00 $ - $ - $ - $ - $ - $ 3,636,987.20 $ 3,626,688.00 $ 3,646,996.00 $ 3,455,572.60 $ 3,872,653.69 $ 3,765,616.50

UNIT COST TOTAL COST UNIT COST TOTAL COST UNIT COST TOTAL COST UNIT COST TOTAL COST UNIT COST TOTAL COST UNIT COST TOTAL COST

BID ITEMS FOR ADOBE CREEK TRAIL
1 Add Alt 1. Bid Total 1 LS $ 290,115.00 $ 290,115.00 $ 399,091.00 $ 399,091.00 $ 350,000.00 $ 350,000.00 $ 347,000.00 $ 347,000.00 $ 290,000.00 $ 290,000.00 $ 330,197.00 $ 330,197.00 $ 290,115.00 $ 399,091.00 $ 350,000.00 $ 347,000.00 $ 290,000.00 $ 330,197.00 BID ITEM DESCRIPTION APPROX. QTY UNIT A TEICHERT & SONS DeSILVA GATES CONSTRUCTION O'GRADY PAVING RADIUS INTERSTATE GRADING & PAVING -5% 6% 4%
14%
Under Over
Over Under Over

ENGINEER'S ESTIMATE
Under
Base Bid Total (Items 001 through 049)
-0.28% 0.28%
Over
ALT 1 BID
ITEM DESCRIPTION APPROX. QTY UNIT ENGINEER'S ESTIMATE
ALT 1 Bid Total (Item 001)
38% 21% 20% -0.04%
Over Over Over
Item 9: Staff Report Pg. 18 Packet Pg. 453 of 1165
City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: IT Department
Meeting Date: June 15, 2026
Report #:2605-6393
TITLE
Approval of Amendment Number 1 to Purchase Order C26195416 with Carahsoft in the Amount of $375,246 for Additional SAP Business Data Cloud Capacity Units and Related NonProductive Memory Extension; CEQA Status - Not a Project

RECOMMENDATION
Staff recommends that the City Council approve and authorize the City Manager or designee to execute Amendment No. 1 to Purchase Order C26195416 with Carahsoft for additional SAP Business Data Cloud capacity and related non-productive memory extension in an amount not to exceed $375,246 for the Enterprise Resource Planning Upgrade 2026 Project, Capital Improvement Program Project TE-19000. This amendment results in a revised total purchase order not-to-exceed amount of $7,011,075 over a five-year term.

BACKGROUND
On September 16, 2025, the Finance Committee reviewed staff’s recommendation to approve Purchase Order C26195416 with Carahsoft, using GSA Blanket Purchase Agreement Contract No. 47QSWA18D008F1, for SAP S/4HANA software and hosting services for a 5-year term in an amount not to exceed $6,640,429, together with a $1,660,000 FY 2026 Technology Fund appropriation for the Enterprise Resource Planning Upgrade 2026 Project (TE-19000). The Finance Committee unanimously recommended City Council approval, acknowledging the importance of remaining on a fully supported platform and acting before the end of September to secure a transformation incentive credit to support City’s migration to SAP Cloud Services2.

On September 29, 2025, the City Council approved Purchase Order C26195416 for the 5-year term ending December 31, 2030. City has used SAP as its core ERP system since 2003 to support 1 GSA Contract 47QSWA18D008F:
https://www.gsaadvantage.gov/ref_text/47QSWA18D008F/100V5C.3VR800_47QSWA18D008F_47QSWA18D008F 11-24-2024-565316.PDF
2 September 16, 2025 Finance Committee Staff Report:
https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=64844&dbid=0&repo=PaloAlto&cr=1 Item 10
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Finance, Human Resources, Payroll, Procurement, Budgeting, and Utilities, and previously upgraded the platform in 2021. Because SAP support for the City’s current ERP platform ends on January 1, 2028, City initiated this modernization effort to transition to SAP S/4HANA and related cloud services5.

ANALYSIS
This amendment approval will allow the City to procure additional SAP Business Data Cloud capacity and related non-productive memory extension needed to support the SAP Business Warehouse environment as part of the City’s ERP migration. The original September 2025 purchase included 31,762 SAP Business Data Cloud core capacity units annually to acquire the necessary server, memory, and disk capacity for the SAP Business Warehouse (SAP BW) environment required to successfully upgrade to SAP S/4HANA. Following additional solution refinement and implementation planning, staff determined that more capacity is needed to align the target environment with projected operational and performance requirements. The new Carahsoft quote therefore adds 6,956 SAP Business Data Cloud core capacity units and non-productive memory extension beginning August 1, 2026, at an annual cost of $84,983, with a partial first-year amount of $35,314.

Table #1: Cost Summary (December 31, 2025 – December 30, 2030) Year
Annual Cost
Previously
Approved by
City Council
Annual Cost of
Additional SAP Cloud
Services From
August 1, 2026 Subtotal
1 $1,643,281 $35,314 $1,678,595
2 $1,643,899 $84,983 $1,728,882
3 $1,643,899 $84,983 $1,728,882
4 $1,643,899 $84,983 $1,728,882
5 $1,643,899 $84,983 $1,728,882
5-Yr Total $8,218,878 $375,245 $8,594,124
Cloud Credit/Transformation Incentive $1,583,053 $1,583,053 Total After Cloud Credit $6,635,825 $7,011,070
Capacity units are SAP’s measure for allocable infrastructure resources supporting the SAP BW environment, including computing, memory, storage, and related system capacity. This additional capacity is needed to provide adequate scalability, stability, and long-term supportability and to reduce delivery and operational risk as migration progresses. Without added capacity, the City would risk constraints in transitioning the SAP BW environment fully into the target SAP cloud environment. This recommendation is consistent with the City’s previously approved ERP modernization strategy, which is intended to move the City off its 5 September 29, 2025 City Council Staff Report: https://www.paloalto.gov/files/assets/public/v/1/administrativeservices/budget-adjustments-and-monitoring/fy26-budget-adjustments/cmr-2509-5240-aa1-9.29.25.pdf Item 10
Item 10 Staff Report
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current SAP platform before vendor support ends on January 1, 2028 and to maintain a secure, supported, modern enterprise platform.

FISCAL/RESOURCE IMPACT
Funding for Year 1 in the amount of $35,314 has already been appropriated through the City’s annual budget process in the Technology Fund (Enterprise Resource Planning Upgrade 2026 Project (TE-19000).

STAKEHOLDER ENGAGEMENT
The services were coordinated with internal stakeholders and the service provider.

ENVIRONMENTAL REVIEW
The approval of these contracts is exempt from review under the California Environmental Quality Act (CEQA) under CEQA Guidelines section 15061(b)(3) because it can be seen that there is no possibility that the activity in question may have a significant effect on the environment.

ATTACHMENTS
Attachment A: SAP Cloud Capacity via Carahsoft Quote no. 64694612 APPROVED BY:

Darren Numoto, Chief Information Officer; Lisa Bolger, Assistant Director Information Technology/CTO
Item 10
Item 10 Staff Report
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GOVERNMENT - PRICE QUOTATION

SAP GOVERNMENT AT CARAHSOFT
11493 SUNSET HILLS ROAD | SUITE 100 | RESTON, VIRGINIA 20190 PHONE (703) 871-8500 | FAX (703) 871-8505 | TOLL FREE (888) 66CARAH WWW.CARAHSOFT.COM | [email protected]
TO: Sherrie Wong
Senior Management Analyst
City of Palo Alto
250 Hamilton Avenue
2nd Floor
Palo Alto, CA 94301 USA
EMAIL: [email protected]
PHONE: (650) 617-3152
FROM: Martin Tamula
Carahsoft Technology Corp.
11493 Sunset Hills Road
Suite 100
Reston, Virginia 20190
EMAIL: [email protected]
PHONE: (571) 662-4389
TERMS: GSA Schedule No: 47QSWA18D008F
Term: August 22, 2018 - August 21, 2028
FTIN: 52-2189693
Shipping Point: FOB Destination
Credit Cards: VISA/MasterCard/AMEX
Remit To: Same as Above
Payment Terms: Net 30 (On Approved Credit)
Cage Code: 1P3C5
DUNS No: 088365767
UEI: DT8KJHZXVJH5
Business Size: Other than Small
Sales Tax May Apply
QUOTE NO: 64694612
QUOTE DATE: 05/28/2026
QUOTE EXPIRES: 06/30/2026
RFQ NO:

SHIPPING: ESD
TOTAL PRICE: $35,313.56
TOTAL QUOTE: $35,313.56
LINE NO. PART NO. DESCRIPTION - QUOTE PRICE QTY EXTENDED PRICE

PRORATED BASE YEAR
1 8019271-1-infinite-611 SAP Business Data Cloud, core capacity (1-Infinite Tier; Block Of 1 Capacity Unit; Minimum of 640 Block; Per Year) SAP Industries, Inc. - 8019271-1-infinite
Start Date: 08/01/2026
End Date: 12/30/2026
Reference ID: 3063590188
$4.1335 GSA 6,956 $28,752.63
2 8011727-1-Infinite-611 SAP Cloud, memory extension for non-productive tiers, private edition (1-Infinite Tier; Block Of 256 Gigabyte; Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8011727-1-Infinite
Start Date: 08/01/2026
End Date: 12/30/2026
Reference ID: 3063590188
$6,560.93 GSA 1 $6,560.93
PRORATED BASE YEAR SUBTOTAL: $35,313.56
SUBTOTAL: $35,313.56
TOTAL PRICE: $35,313.56
TOTAL QUOTE: $35,313.56

SUGGESTED OPTIONS
LINE NO. PART NO. DESCRIPTION - QUOTE PRICE QTY EXTENDED PRICE OPTION YEAR 1
3 8019271-1-infinite-611 SAP Business Data Cloud, core capacity (1-Infinite Tier; Block Of 1 Capacity Unit; Minimum of 640 Block; Per Year) SAP Industries, Inc. - 8019271-1-infinite
Start Date: 12/31/2026
End Date: 12/30/2027
Reference ID: 3063590188
$9.9473 GSA 6,956 $69,193.42

CONFIDENTIAL
PAGE 1 of 3
QUOTE DATE: 05/28/2026
QUOTE NO: 64694612
Item 10
Attachment A - SAP Cloud
Capacity via Carahsoft
Quote no. 64694612
Item 10: Staff Report Pg. 4 Packet Pg. 457 of 1165

GOVERNMENT - PRICE QUOTATION

SUGGESTED OPTIONS
LINE NO. PART NO. DESCRIPTION - QUOTE PRICE QTY EXTENDED PRICE 4 8011727-1-Infinite-611 SAP Cloud, memory extension for non-productive tiers, private edition (1-Infinite Tier; Block Of 256 Gigabyte; Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8011727-1-Infinite
Start Date: 12/31/2026
End Date: 12/30/2027
$15,789.47 GSA 1 $15,789.47
OPTION YEAR 1 SUBTOTAL: $84,982.89
OPTION YEAR 2
5 8019271-1-infinite-611 SAP Business Data Cloud, core capacity (1-Infinite Tier; Block Of 1 Capacity Unit; Minimum of 640 Block; Per Year) SAP Industries, Inc. - 8019271-1-infinite
Start Date: 12/31/2027
End Date: 12/30/2028
Reference ID: 3063590188
$9.9473 GSA 6,956 $69,193.42
6 8011727-1-Infinite-611 SAP Cloud, memory extension for non-productive tiers, private edition (1-Infinite Tier; Block Of 256 Gigabyte; Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8011727-1-Infinite
Start Date: 12/31/2027
End Date: 12/30/2028
$15,789.47 GSA 1 $15,789.47
OPTION YEAR 2 SUBTOTAL: $84,982.89
OPTION YEAR 3
7 8019271-1-infinite-611 SAP Business Data Cloud, core capacity (1-Infinite Tier; Block Of 1 Capacity Unit; Minimum of 640 Block; Per Year) SAP Industries, Inc. - 8019271-1-infinite
Start Date: 12/31/2028
End Date: 12/30/2029
Reference ID: 3063590188
$9.9473 GSA 6,956 $69,193.42
8 8011727-1-Infinite-611 SAP Cloud, memory extension for non-productive tiers, private edition (1-Infinite Tier; Block Of 256 Gigabyte; Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8011727-1-Infinite
Start Date: 12/31/2028
End Date: 12/30/2029
$15,789.47 GSA 1 $15,789.47
OPTION YEAR 3 SUBTOTAL: $84,982.89
OPTION YEAR 4
9 8019271-1-infinite-611 SAP Business Data Cloud, core capacity (1-Infinite Tier; Block Of 1 Capacity Unit; Minimum of 640 Block; Per Year) SAP Industries, Inc. - 8019271-1-infinite
Start Date: 12/31/2029
End Date: 12/30/2030
Reference ID: 3063590188
$9.9473 GSA 6,956 $69,193.42
10 8011727-1-Infinite-611 SAP Cloud, memory extension for non-productive tiers, private edition (1-Infinite Tier; Block Of 256 Gigabyte; Minimum of 1 Block; Per Year)
SAP Industries, Inc. - 8011727-1-Infinite
Start Date: 12/31/2029
End Date: 12/30/2030
$15,789.47 GSA 1 $15,789.47
OPTION YEAR 4 SUBTOTAL: $84,982.89
SUGGESTED OPTIONS SUBTOTAL: $339,931.56

CONFIDENTIAL
PAGE 2 of 3
QUOTE DATE: 05/28/2026
QUOTE NO: 64694612
Item 10
Attachment A - SAP Cloud
Capacity via Carahsoft
Quote no. 64694612
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GOVERNMENT - PRICE QUOTATION

By issuing a Purchase Order that references Carahsoft Quote Number 64694612 and GSA MAS 8F: 47QSWA18D008F, The City of Palo Alto agrees to be bound by the terms and conditions outlined below.

The City of Palo Alto's access to and use of the SAP Cloud Services, and SAP's obligations thereto, are subject to the following, which are collectively referred to as the "Customer Cloud Agreement", and which are given priority in the order listed:
1) Appendix A - Additional Terms
2) Exhibit 1 - End User Selected SAP BW Capacity Services 3) Exhibit 2 - End User Selected SAP MDG Capacity Services 4) SAP Cloud Supplement http://www.sap.com/agreements-cloud-supplement 5) Support Schedule for Cloud Services http://www.sap.com/agreements-cloud-support 6) Service Level Agreement for Cloud Services http://www.sap.com/agreements-cloud-service-level-agreement 7) Data Processing Agreement for Cloud Services https://static.carahsoft.com/concrete/files/5517/0293/2214/SAP_GTC_Cloud_DPA_and_DPA_GSA_Approved_10.3.23.pdf 8) General Terms and Conditions for SAP Cloud Services (for GSA Indirect Sales) https://static.carahsoft.com/concrete/files/5517/0293/2214/SAP_GTC_Cloud_DPA_and_DPA_GSA_Approved_10.3.23.pdf

CONFIDENTIAL
PAGE 3 of 3
QUOTE DATE: 05/28/2026
QUOTE NO: 64694612
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Appendix A - Additional Terms

1. Subscription Cloud Services

1.1 Application
This Section applies only to Subscription Cloud Services as defined below.

1.2 Specific Definitions

1.2.1 “Subscription Cloud Services” means all Cloud Services subscribed to under this Carahsoft Quote, except for CPEA Cloud Services, Cloud Platform Voucher, BTPEA Cloud Services and AI Units, if any.

1.2.2 “Excess Use” means any use of a Subscription Cloud Service that exceeds the Usage Metrics and Usage Metric Limitation/Volume stated in this Carahsoft Quote.

1.3. Excess Use
In case of Excess Use, Customer shall execute an additional Carahsoft Quote to document subscriptions for such additional Usage Metric, Usage Metric Limitation/Volume. Customer shall pay for Excess Use based on Carahsoft’s prices effective on the date the Excess Use began. Fees for Excess Use accrue from the date the Excess Use began.

1.4 Fee Changes

1.4.1 Carahsoft may increase fees for the Cloud Services at the beginning of each Renewal Term. This increase will not exceed 3.3%. Not raising fees is not a waiver of Carahsoft’s right to do so.

2. Cloud Credit

2.1 Provided Carahsoft is not in default on any payments to SAP relating to the End User, SAP grants Carahsoft for the benefit of the End User a credit in the amount set out in Carahsoft Quote under “Customer Credit” subject to the following conditions:

2.2 Carahsoft may apply the credit, for the benefit of the End User, to satisfy payment obligations for the fees invoiced by the Expiration Date of the Carahsoft Quote.

2.3 Customer must apply the credit before the Expiration Date (identified in Carahsoft Quote);

2.4 if the credit is not fully applied before the Expiration Date, no refund or other remuneration will be provided;

2.5 if the fees exceed the amount of the credit, Customer will pay the excess fees in accordance with the payment terms of the respective Carahsoft Quote;

2.6 The credit cannot be applied towards the purchase of development services, development support services, attach services, SAP learning nor can it be used to off-set any travel expenses;

2.7 SAP reserves the right to reject the Carahsoft Quote, if the Carahsoft has not provided the End User acknowledgement letter duly signed.

2.8 Carahsoft must extend this credit to End User in full and at no charge, SAP may have the right to Audit Partner to verify.

Customer Credit
Credit Title Expiration Date Amount in USD
Credit this Order Form - CCCL 07/31/2028 58,470.12

3. Additional Terms
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The Agreement is subject to the following modifications:

3.1 Product Development Schedule
The Product Development Schedule published at http://sap.com/agreements-cloud-product-development-schedule is incorporated into and becomes an integral part of the Carahsoft Quote.

3.2 Publicity
SAP may include Customer's name and subscribed Cloud Services in SAP customer lists and earnings communications.

3.3 Additional Terms for SAP Business Data Cloud, core capacity

3.3.1 Management of End User Capacity Service Selection and SAP Provisioning and Delivery End User’s selection of specific Capacity Services from those available with the SAP Business Data Cloud, core capacity Cloud Service (as set forth in the SAP Business Data Cloud Supplement) and SAP’s provisioning and delivery thereof (all subject to the Usage Metric Limitation and Subscription Term for the SAP Business Data Cloud, core capacity Cloud Service) will be documented and managed using:
(a) for Capacity Services (other than SAP BW Capacity Services and SAP MDG Capacity Services), the customer portal found at https://me.sap.com/home (inclusive of any successor site(s) made available by SAP, “SAP for Me”) will be used;
(b) for SAP BW Capacity Services, “Exhibit 1, End User Selected SAP BW Capacity Services”, which is incorporated herein and made a part hereof as “Exhibit 1” to the Carahsoft Quote; and (c) for SAP MDG Capacity Services, “Exhibit 2, End User Selected SAP MDG Capacity Services”, which is incorporated herein and made a part hereof as “Exhibit 2” to the Carahsoft Quote.

For purposes of clarity, if End User does not select any SAP BW Capacity Services and/or SAP MDG Capacity Services as of the effective date of the Carahsoft Quote:
(i) only a “shell” (i.e., blank other than header detail) Exhibit 1 and/or Exhibit 2 (as applicable) will be included as of the effective date of this Carahsoft Quote; (ii) should End User subsequently (i.e., during the Subscription Term) desire any SAP BW Capacity Services and/or SAP MDG Capacity Services, Customer will notify SAP of the same and the parties will work in good faith to complete the Exhibit 1 and/or Exhibit 2 shell(s) (as applicable) and contractually implement the same; and
(iii) no SAP BW Capacity Services or SAP MDG Capacity Services will be provisioned or delivered until the requirements in (ii) are complete.

3.3.2. Regarding SAP BW Capacity Services and SAP MDG Capacity Services Provisioning and availability of SAP BW Capacity Services and SAP MDG Capacity Services may be delayed beyond the Product Start Date for SAP Business Data Cloud, core capacity. Applicable product start dates for SAP BW Capacity Services and SAP MDG Capacity Services, if any, will be as set forth in the applicable Exhibit(s).

3.3.3. Regarding SAP Databricks Capacity Services (all of which are non-SAP developed cloud services)

3.3.3.1. Special Terms Applicable to SAP Databricks Capacity Services Notwithstanding anything in the Agreement to the contrary, the following special terms apply to all SAP Databricks Capacity Services in the SAP Business Data Cloud Supplement (excluding the SAP4ME administrative and support services):

3.3.3.1.1. End User has the option to consume SAP Databricks Capacity Services, provided that End User first accepts a separate agreement with Databricks (“Databricks Agreement”), which is provided for acceptance during Item 10
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provisioning of the SAP Databricks Capacity Services. A reference copy of the Databricks Agreement is available for preview at https://www.databricks.com/legal/sap-databricks-tos. End User has no entitlement to and cannot use the SAP Databricks Capacity Services if it does not enter into a Databricks Agreement.

3.3.3.1.2. SAP is not a party to the Databricks Agreement and has no control over the Databricks Agreement.

3.3.3.1.3 The following subject matter is governed exclusively by the Databricks Agreement:
(a) all data protection obligations applicable to processing of Personal Data by or within SAP Databricks Capacity Services; and
(b) all administrative, physical, and technical safeguards to protect the security and confidentiality of SAP Databricks Capacity Services and the Databricks Customer Data. “Databricks Customer Data” means any Customer Data processed by or within SAP Databricks Capacity Services.

3.3.3.1.4. For clarity, the DPA and SAP Product Development Schedule in the Agreement with Carahsoft do not apply to SAP Databricks Capacity Services.

3.3.3.1.5. Carahsoft is not a processor or subprocessor of any Personal Data by or within SAP Databricks Capacity Services, and Carahsoft is not responsible for any processing of Personal Data by Databricks, or for Databricks complying with any data protection or privacy laws applicable to Personal Data.

3.3.3.1.6. The Security Measures of the SAP Cloud Services apply to SAP Cloud Services independently processing Customer Data outside of SAP Databricks Capacity Services, and do not apply to SAP Databricks Capacity Services.

Carahsoft is not responsible for providing or maintaining any security or technical and organizational measures of any kind for SAP Databricks Capacity Services or Databricks Customer Data in SAP Databricks Capacity Services. The security and data protection commitments for SAP Databricks Capacity Services and Databricks Customer Data are made solely between End User and Databricks pursuant to the Databricks Agreement. References to SAP Cloud Services in this section do not include SAP Databricks Capacity Services.

3.3.3.1.7. All responsibility, liability, any regulatory requirements, and allocation of risk for Databricks Customer Data in SAP Databricks Capacity Services are exclusively between End User and Databricks pursuant to the Databricks Agreement, and Carahsoft has no responsibility or liability for damages of any kind relating to Databricks Customer Data in SAP Databricks Capacity Services except to the extent caused by Carahsoft.

3.3.3.1.8. Electing to use SAP Databricks Capacity Services is an option for customers with a subscription for the SAP Business Data Cloud, core capacity Cloud Service; Customer does not have any right of refund on the basis that End User has elected not to enter into the Databricks Agreement to use SAP Databricks Capacity Services.

3.3.3.1.9. If Databricks notifies SAP that it is terminating the Databricks Agreement due to a material uncured breach by End User, End User’s subscription to all SAP Databricks Capacity Services will automatically terminate upon the termination effective date of the Databricks Agreement and Databricks will de-activate End User’s access to all SAP Databricks Capacity Services. End User will not be entitled to a refund or reduction of the Capacity Units as a result of an SAP Databricks Capacity Services termination, but End User may instead allocate the remaining balance of the Capacity Units to consume other eligible non-SAP Databricks Capacity Services as set forth in the SAP Business Data Cloud Supplemental Terms.

3.3.3.1.10. Without limiting the foregoing, no term in the Databricks Agreement will be deemed to modify the Agreement or any other agreement between Customer and Carahsoft, unless otherwise expressly agreed in writing by Carahsoft.

4. Export Restrictions
Further information on SAP's Export Control and Sanctions Compliance can be found at:
https://www.sap.com/about/agreements/export-statements.html.

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Service Level Agreement for Cloud Services enGLOBAL.v.8-2023 Page 1 of 1

SERVICE LEVEL AGREEMENT FOR CLOUD SERVICES

1. DEFINITIONS

1.1. “Credit” means 2% of the Monthly Subscription Fees for the affected subscription-based Cloud Service or the monthly Cloud Credits (as defined in the Order Form) consumed for the affected consumption-based Cloud Service, for each 1% below the System Availability SLA, not to exceed 100% of the fees paid or Cloud Credit consumed by the Customer for the relevant Month for the affected Cloud Service.

1.2. “Downtime” means the Total Minutes in the Month during which the production version of the Cloud Service is not available, except for Excluded Downtimes.

1.3. “Excluded Downtime” means the Total Minutes in the Month attributable to a Maintenance Window; or any Major Upgrade Window for which the Customer has been notified at least 5 business days in advance; or unavailability caused by factors outside of SAP’s reasonable control, such as unpredictable and unforeseeable events that could not have been avoided even if reasonable care had been exercised.

1.4. “Maintenance Window” means the weekly maintenance windows for the Cloud Service identified on https://support.sap.com/maintenance-windows. SAP may update the Maintenance Window from time to time in accordance with the Agreement.

1.5. “Major Upgrade Window” means the extended upgrade maintenance windows for the Cloud Service identified on https://support.sap.com/maintenance-windows. SAP may update the Major Upgrade Window from time to time in accordance with the Agreement.

1.6. “Month” means a calendar month.

1.7. “Monthly Subscription Fees” means the monthly (or 1/12 of the annual fee) subscription fees paid for the applicable Cloud Service which did not meet the System Availability SLA.

1.8. “System Availability Percentage” is calculated and defined as follows:
� Total Minutes in the Month−Excluded Downtime − Downtime Total Minutes in the Month−Excluded Downtime � ∗ 100

1.9. “System Availability SLA” means a 99.7% System Availability Percentage during each Month for the production version of the Cloud Service.

1.10. “Total Minutes in the Month” are measured 24 hours at 7 days per week during a Month.

1.11. “UTC” means Coordinated Universal Time standard is the start time for the applicable Maintenance Window and Major Upgrade Window.

2. SYSTEM AVAILABILITY SLA AND CREDITS

2.1. Credit
If SAP fails to meet the System Availability SLA for a particular Month, Customer may claim a Credit, which Customer may apply to a future invoice for the Cloud Service that did not meet the System Availability SLA (subject to Sections 2.1.1 and 2.1.2 below).

2.1.1. Claims for a Credit must be made in good faith and through a documented submission of a support case within 30 business days after the end of the relevant Month in which SAP did not meet the System Availability SLA for the Cloud Service.

2.1.2. Customers who have not subscribed to the Cloud Service directly from SAP must claim the Credit from their applicable SAP partner.

2.2. System Availability Report
SAP will provide Customer with a monthly report describing the System Availability Percentage for the Cloud Service either by email following a request to Customer’s assigned SAP account manager; through the Cloud Service; or through an online portal made available to Customer, if and when such online portal is available.

3. CHANGES TO WINDOWS

3.1. SAP shall provide Customer 1 month’s advance notice before changing its Maintenance and Major Upgrade Windows (unless such change is a reduction in the duration of the applicable Maintenance or Major Upgrade Windows). If Customer wishes to be notified of changes to Maintenance Windows and Major Upgrade Windows via email, it must subscribe to receive notifications at https://support.sap.com/maintenance-windows.

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Support Schedule for Cloud Services enGLOBAL.v.07-2025 Page 1 of 6

SUPPORT SCHEDULE FOR CLOUD SERVICES
This Support Schedule is part of the Agreement for Cloud Services between SAP and Customer.

1. DEFINITIONS

1.1. "Go-Live" marks the point in time from when, after set-up of the Cloud Services for Customer, the Cloud Services can be used by Customer for processing real data in live operation mode and for running Customer's internal business operations in accordance with its agreement for such Cloud Services.

1.2. "Local Business Hours" means 8 a.m. (08:00) to 6 p.m. (18:00) Monday to Friday excluding local holidays, in accordance with local time zone applicable to the Customer's address.

1.3. "SAP's Customer Support Website" means SAP's customer facing support website (see:
https://support.sap.com unless a different support website is listed in the Agreement or https://support.sap.com/contactus). In selected Cloud Services, support can also be accessed via the application itself.

2. SCOPE OF SUPPORT AND SUCCESS OFFERINGS

2.1. General

2.1.1. SAP offers the following:
a) SAP Enterprise Support, cloud editions: Foundational engagement support as part of the Cloud Service with focus on customer interaction and case resolution. b) SAP Preferred Success: An add-on to SAP Enterprise Support, cloud editions that includes strategic guidance, solution-specific best practices and success programs to help drive consumption and value realization.
c) SAP Enterprise Support, cloud editions is included in the subscription fees for the Cloud Services stated in the Order Form unless alternative support terms are agreed. SAP Preferred Success may be purchased for eligible Cloud Services for an additional fee, as an add-on to SAP Enterprise Support, cloud editions.

SAP Preferred Success is not available, and not provided, for any third-party cloud services purchased through SAP.

2.1.2. Beginning on the effective date of Customer's agreement for Cloud Services, Customer may contact SAP's support organization as the primary point of contact for support services.

2.1.3. Customer Interaction Center languages: SAP provides initial telephone contact for Customer Contacts through the SAP one support phone number "CALL-1-SAP" (see CALL-1-SAP page:
https://support.sap.com/contactus) or via other solution specific hotlines in the following languages: English (24x7) and, depending on local office hours and availability, in German, French, Italian, Spanish, Polish, Russian (during European office hours); Japanese, Chinese, Korean, Bahasa (during Asia/Pacific office hours); Portuguese and Spanish (during Latin America office hours). Issues which lead to a support case which is processed by specialized technical or third party support engineers worldwide are handled in English only.

2.2. Mission Critical Support
Feature SAP Enterprise Support, cloud editions SAP Preferred Success 24x7 mission critical
support for P1 and P2
cases (English only)
Global case handling by SAP for issues
related to support, including Service Level
Agreements for Initial Response, Ongoing
Communications and Corrective Action
Targets (as set forth in Section 3 below).
24x7 prioritized case handling and
enhanced Initial Response and Corrective
Action Targets (as set forth in Section 3
below).

Non-mission critical
support for P3 and P4
cases (English only)
Available during Local Business Hours(as set
forth in Section 3 below).

Enhanced Initial Response Targets (as set
forth in Section 3 below).

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Support Schedule for Cloud Services enGLOBAL.v.07-2025 Page 2 of 6 Feature SAP Enterprise Support, cloud editions SAP Preferred Success 24x7 Customer interaction
center
Support center that customers may contact
for general support related inquiries through
the contact channels described in Section

2.1.3. Delivered as part of SAP Enterprise
Support, cloud editions.

Global support backbone SAP's knowledge database and extranet where SAP makes available content and
services to customers and partners of SAP
only. This includes SAP's Customer Support
Website.

End-to-end supportability Support for cases that occur in integrated business scenarios consisting of SAP Cloud
Services or both SAP Cloud Services and
SAP Software with a valid SAP support
agreement.

2.3. Learning and Empowerment
Feature SAP Enterprise Support, cloud editions SAP Preferred Success Remote SAP support
content and services
Remote support content and services (e.g.,
Meet-the-Expert sessions) in various formats
which may include live and recorded
webinars, tutorials, best practices, self-paced
learning materials and workshop-style
interactive remote sessions. Content and
session schedules are stated on SAP's
Customer Support Website in the SAP
Enterprise Support Academy section.

Scheduling, availability and delivery
methodology is at SAP's discretion.

Access to demo systems, live sessions
with instructors, examinations and
certifications specific to the Cloud Service
for up to 5 Customer Contacts.

SAP Preferred Success exclusive learning
content related to the Cloud Service in
various formats which may include live
and recorded webinars, best practices,
and workshop-style interactive remote
sessions.

Scheduling, availability and delivery
methodology is at SAP's discretion.

Release update
information
Generally available documented summaries,
webinars and videos provided by SAP to
inform and instruct customers on new product
release changes.

Self-service through web and community.

Release guidance specific to the Cloud
Service.

2.4. Collaboration
Feature SAP Enterprise Support, cloud editions SAP Preferred Success SAP support advisory
services
Access to experts who help customers with
support-related requests and advise on the
appropriate SAP Enterprise Support content
and services for their needs.

Delivered as part of SAP Enterprise
Support, cloud editions.

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Support Schedule for Cloud Services enGLOBAL.v.07-2025 Page 3 of 6 Support via chat Available during business hours in English language for non-Mission Critical Support
issues, where available for the Cloud Service.

Feature SAP Enterprise Support, cloud editions SAP Preferred Success Support via web and
platform for social
business collaboration
Access to SAP's Customer Support Website,
including social media-based empowerment
and collaboration, with peers and SAP
experts.

Access to exclusive SAP Preferred
Success collaboration platform.

Support and success
reporting
SAP Enterprise Support reporting: A report or
dashboard analyzing and documenting the
status of support services and achievements
hereunder.

Reports, dashboards, or other reporting
components and capabilities regarding the
overall engagement, full customer
lifecycle, and productive use of the
solution, including relevant feature
adoption, technical and product usage
and status of support services and
achievements hereunder, specific to the
Cloud Service.

Preferred Success
resources and guidance
Access to success resources to provide
guidance on onboarding, product adoption
and usage, best practices and operational
excellence. This may include a customer
success partner as the primary contact for
ongoing success management, success
planning, technical guidance and
mentorship, and support case oversight
throughout the Customer lifecycle.

Assignment of a customer success
partner is at SAP's discretion.

Regular checkpoint Periodic review of Cloud Service, success plan, critical issues, reporting and best
practices. May include in-person delivery,
at SAP's discretion.

Success Plan A success plan outlines steps towards
achieving key business milestones and
objectives throughout the customer
lifecycle. Focus topics include challenges,
consumption, adoption and cycle
planning.

2.5. Innovation and Value Realization
Feature SAP Enterprise Support, cloud editions SAP Preferred Success Proactive checks
proposed by SAP
Support services, providing recommendations
for the specific customer situation. Such
services are delivered remotely upon
Customer request.

Expert-led checks, providing
recommendations based on SAP best
practices or recommended
configuration(s).

Product roadmaps Self-service through web. Delivered as part of SAP Enterprise Support, cloud editions.

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Support Schedule for Cloud Services enGLOBAL.v.07-2025 Page 4 of 6 Refresh of test instance Self-service or request through web for initiating the refresh as offered and required
by respective solution.

Delivered as part of SAP Enterprise
Support, cloud editions.

2.6. Application Lifecycle Management
Feature SAP Enterprise Support, cloud editions SAP Preferred Success Application lifecycle
management ("ALM")
Software or online services for application
lifecycle management made available by
SAP. Feature scope and availability details
are set forth on SAP's Customer Support
Website (see: https://support.sap.com/en/alm)
and usage rights (see:
https://support.sap.com/en/alm/usage-rights).

Delivered as part of SAP Enterprise
Support, cloud editions.

3. CUSTOMER RESPONSE LEVELS

3.1. SAP responds to submitted support cases as described in the table below.

Priority Definition Response Level
P1 Very High
A case should be categorized with the priority
"very high" if the problem has very serious
consequences for normal business processes or
IT processes related to core business processes.

Urgent work cannot be performed.

This is generally caused by the following
circumstances:
a) a productive service is completely
down;
b) the imminent system Go-Live or
upgrade of a production system
cannot be completed;
c) the customer's core business
processes are seriously affected
A workaround is not available for each
circumstance.

The case requires immediate processing because
the malfunction may cause serious losses.

Initial Response: Within 1 hour of case submission.

Ongoing Communication: Unless otherwise
communicated by SAP, once every hour.

Corrective Action Target: SAP to provide for cases
either a resolution; or workaround; or action plan
within 4 hours.

P2 High
A case should be categorized with the priority
"high" if normal business processes are seriously
affected. Necessary tasks cannot be performed.

This is caused by incorrect or inoperable functions
in the SAP service that are required immediately.

The case is to be processed as quickly as
possible because a continuing malfunction can
seriously disrupt the entire productive business
flow.

Initial Response: Within 4 hours of case submission
for SAP Enterprise Support, cloud edition customers
and within 2 hours of case submission for SAP
Preferred Success customers.

Ongoing Communication: Unless otherwise
communicated by SAP, once every 6 hours.

Corrective Action Target: SAP to provide for cases
either a resolution; or workaround; or action plan
within 3 business days for SAP Preferred Success
customers only.

P3 Medium
A case should be categorized with the priority
"medium" if normal business processes are
Initial Response: Within 1 business day of case
submission for SAP Enterprise Support, cloud edition
customers, and within 4 business hours of case
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affected. The problem is caused by incorrect or
inoperable functions in the SAP service.
being received for SAP Preferred Success
customers.

Ongoing Communication: Unless otherwise
communicated by SAP, once every 3 business days
for non-defect Issues and 10 business days for
product defect issues.

A non-defect issue is a reported support case that
does not involve a defect in the applicable Cloud
Service and does not require engineering,
development or operations personnel to resolve.

P4 Low
A case should be categorized with the priority
"low" if the problem has little or no effect on
normal business processes. The problem is
caused by incorrect or inoperable functions in the
SAP service that are not required daily or are
rarely used.

Initial Response: Within 2 business days of case
submission for SAP Enterprise Support, cloud
editions customers and within 1 business day of
case submission for SAP Preferred Success
customers.

Ongoing Communication: Unless otherwise
communicated by SAP, once every week.

3.2. The following types of cases are excluded from customer response levels as described above:
a) cases regarding a release, version or functionalities of Cloud Services developed specially for Customer (including those developed by SAP Custom Development or by SAP subsidiaries or individual content services);
b) the root cause behind the case is not a malfunction but missing functionality (development request); c) the case is a consulting or how-to request.

4. CUSTOMER RESPONSIBILITIES

4.1. Customer Contact

4.1.1. Customer shall designate at least 2 and up to 5 qualified English-speaking contact persons per Cloud Service (each a "Customer Contact"). Customer Contacts include designated support contact, authorized support contact, key user, application administrator or system administrators whose roles within specific Cloud Services are authorized to contact or access the Customer Interaction Center, SAP Support Advisory Services and Mission Critical Support services.

4.1.2. The Customer Contact is responsible for managing all business-related tasks of the Cloud Service related to Customer's business, such as:
a) support end users and manage their cases. This includes searching for known solutions in available documentation and liaising with SAP in the event of new problems; b) manage background jobs and the distribution of business tasks across users (if available); c) manage and monitor connections to Customer's third-party systems (if available); d) support the adoption of the Cloud Service.

4.2. Contact Details
Customer will provide contact details (in particular, e-mail address and telephone number) by which the Customer Contact or the authorized representative of the Customer Contact can be contacted at any time.

SAP will use these contact details of the Customer Contact or the authorized representative of the Customer Contact and the contact details of any other senders of support cases in accordance with the SAP For Me privacy statement (https://me.sap.com/assets/legal/privacy.html) or the Built-In Support privacy statement (https://help.sap.com/docs/built-in-support/privacy-statement) if support cases are submitted via Built-In Support. Customer will update its Customer Contacts for a Cloud Service through SAP's Customer Support Website. Only authorized Customer Contacts may contact SAP's support organization.

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Support Schedule for Cloud Services enGLOBAL.v.07-2025 Page 6 of 6

4.3. Cooperation
Customer Contact shall reasonably cooperate with SAP to resolve support cases, and will have adequate technical expertise and knowledge of its configuration of the Cloud Services to provide relevant information to enable SAP to reproduce, troubleshoot and resolve the experienced error.

5. UPDATES
SAP may update the Support Schedule as long as it maintains a comparable or better level of support. SAP will publish the updated version of the Support Schedule on My Trust Center. Customer may subscribe to receive automated notification of any updates via My Trust Center accessible at https://support.sap.com/en/my-support/trust-center.html.

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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Administrative Services
Meeting Date: June 15, 2026
Report #:2605-6406
TITLE
Approval of a First Amendment to Lease With 1900 Embarcadero Property Owner, LP, to Continue Occupying an Approximate 5,469 Square Foot Portion of the Office Building at 1900 Embarcadero Road, Through June 30, 2031, at a Total Base Rent of $1,306,605; CEQA Status – Exempt under CEQA Guidelines Section 15301

RECOMMENDATION
Staff recommends that the City Council authorize the City Manager or their designee to execute the First Amendment to Lease with 1900 Embarcadero Property Owner, LP, contained in Attachment A, extending the lease for five years.

BACKGROUND
On June 22, 2021, the City Council approved the current lease with 1900 Embarcadero Property Owner, LP, for approximately 5,469 square feet of office space at 1900 Embarcadero Road, Suites 110, 201, 205, and 207, for use by the Regional Water Quality Control Plant staff (CMR 115431). The lease commenced on July 1, 2021, and will expire on June 30, 2026. The City has an option to extend the term for an additional five years with rent adjusted to 95% of the prevailing market rental. The current base rent is $32,623.66 per month and the City also reimburses the landlord for increases in operating expenses over the 2021 base year amount.

The City’s share of the 2026 calendar year expense is estimated at $4,920.68 per month, which brings the City’s total rent to $37,544.34 per month.

On August 21, 2023, the City Council authorized staff to explore the purchase of one or more properties adjacent to the RWQCP and to pursue long-term lease options as an alternative to new construction on-site. Aligned with City Council’s direction, staff pursued the option of extending the term for an additional five years while concurrently exploring the possibility of purchasing the property, which is currently on the market, to maintain long-term flexibility and control over this strategically located asset.
1 City Council, June 22, 2021; Agenda Item # 2, CMR 11543, https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=2276&dbid=0&repo=PaloAlto&searchid=a5bf666ff986-41b8-9e70-4a81da2716b1 Item 11
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ANALYSIS
Staff and the landlord have agreed to adjust the base rent to $20,508.75 (compared to $32,623.66 currently or 95% of the prevailing market rental) for the first year of the extension term, commencing on July 1, 2026 and increasing 3% annually. The City will continue to reimburse the landlord for increases in operating expenses over the 2021 base year amount which will bring the City’s total rent to $25,429.43 per month. All other terms in the original agreement remain unchanged.

Table 1: Lease Key Terms
Extension Term July 1, 2026 – June 30, 2031
Premises Leased Suites 110, 201, 205 and 207
Rentable Area of Premises 5,469 square feet
Rentable Area of Building 25,303 square feet
Base Rent Months of Extension
Term
Base Rent per
Rentable Square Foot
Monthly Base
Rent
7/1/2026 – 6/30/2027 $3.75 $20,508.75
7/1/2027 – 6/30/2028 $3.86 $21,124.01
7/1/2028 – 6/30/2029 $3.98 $21,757.73
7/1/2029 – 6/30/2030 $4.10 $22,410.46
7/1/2030 – 6/30/2031 $4.22 $23,082.77
City’s Share 21.6% of Rentable space in the Building
Base Year Calendar year 2021
Parking Spaces Sixteen (16) unreserved spaces

FISCAL/RESOURCE IMPACT
The amended rental costs and estimated operating expenses are within the budget levels in the FY2027 Operating Budget adopted by City Council. No additional funding is required at this time.

STAKEHOLDER ENGAGEMENT
The Real Estate Division met with Public Works and it was determined that the most optimal option to provide functionality and continuity in service was to extend their current lease at 1900 Embarcadero Road while continuing to explore the possibility of purchasing the property.

Real Estate Division staff engaged with the landlord regarding the extension option.

ENVIRONMENTAL REVIEW
Approval of this First Amendment to Lease is exempt from review under the California Environmental Quality Act (CEQA) pursuant to CEQA Guideline Section 15301, Existing Facilities, because it involves negligible or no expansion of existing use.

ATTACHMENTS
Attachment A: First Amendment to Lease
APPROVED BY:

Lauren Lai, Administrative Services Director
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1 FIRST AMENDMENT TO LEASE
This FIRST AMENDMENT TO LEASE (“Amendment”) is entered into as of the Effective Date (as defined below), by and between 1900 EMBARCADERO PROPERTY OWNER, LP, a Delaware limited partnership (“Landlord”), and CITY OF PALO ALTO, a California chartered municipal corporation (“Tenant”), with reference to the facts set forth in the Recitals below.

RECITALS
A. Landlord and Tenant are parties to that certain Lease Agreement dated as of July 1, 2021 (“Lease”), for certain premises consisting of approximately 5,469 rentable square feet, commonly referred to as Suites 110, 201, 205 and 207 in the Building located at 1900 Embarcadero Road, Palo Alto, California (“Premises”), as more specifically described in the Lease. Except as otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in the Lease.

B. Pursuant to Addendum I of the Lease, Tenant has exercised its Extension Option to extend the Term of the Lease (which is currently scheduled to expire on June 30, 2026) for an additional period of five (5) years.

C. Landlord and Tenant have agreed to make certain modifications to the Lease in connection therewith, as more fully set forth below.

AMENDMENT
NOW, THEREFORE, in consideration of the Recitals above, the mutual covenants and conditions below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. Extension of Term. The Term of the Lease is hereby extended for an additional period of five (5) years (“Extension Term”) beginning July 1, 2026, and expiring June 30, 2031 (the “Expiration Date”), upon all of the same terms and conditions of the Lease, except as specifically modified by this Amendment. As of the Effective Date, the “Term”, as that term is used in the Lease, shall mean the Term as extended by the Extension Term.

2. Extension Term Base Rent. Notwithstanding any provision of the Lease to the contrary, during the Extension Term, Tenant shall pay monthly Base Rent pursuant to the following schedule:

Months of
Extension Term
Base Rent per
Rentable Square Foot Monthly Base Rent
7/1/2026 – 6/30/2027 $3.75 $20,508.75
7/1/2027 – 6/30/2028 $3.86 $21,124.01
7/1/2028 – 6/30/2029 $3.98 $21,757.73
7/1/2029 – 6/30/2030 $4.10 $22,410.46
7/1/2030 – 6/30/2031 $4.22 $23,082.77
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2 3. Additional Charges. Notwithstanding any provision of the Lease to the contrary, during the Extension Term, Tenant shall continue to pay Tenant’s Share of Excess Taxes and Excess Expenses in accordance with Article 5 of the Lease. For clarification and the avoidance of doubt, the Base Year during the Extension Term shall remain as calendar year 2021.

4. Condition of Premises. Tenant is in possession of the Premises and accepts the same “as is” without any agreements, representations, understandings or obligations on the part of Landlord to perform any alterations, repairs or improvements, except as expressly set forth in the Lease. Tenant also acknowledges that Landlord has made no representation or warranty regarding the condition of the Premises.

5. Security Deposit. Landlord currently holds a Security Deposit in the amount of $32,623.66, which Security Deposit shall continue to be held by Landlord during the Extension Term in accordance with the Lease.

6. No Options. Tenant acknowledges and agrees that it has no options to extend the Term of the Lease beyond the Extension Term.

7. Non-Appropriation. For clarification and the avoidance of doubt, the Lease shall remain subject to the terms of Section 28.1 thereof during the Extension Term.

8. Brokers. Landlord and Tenant each represents and warrants to the other that no party is entitled to a commission or fee by or through such party in connection with this Amendment. Each party shall hold the other party free and harmless from any and all claims, demands, losses, liabilities, lawsuits, judgments, costs and expenses (including, without limitation, reasonable attorneys’ fees) with respect to any leasing commission or equivalent compensation alleged to be owing on account of any dealings with any party claiming by or through such party.

9. No Construction Against Party Drafting Amendment. Landlord and Tenant acknowledge and agree that each of them, and their respective professional advisors, have reviewed this Amendment and that the provisions of this Amendment shall not be construed against either party. The rule of construction that ambiguities are to be construed against the party drafting the agreement shall not apply to the interpretation of this Amendment and is waived.

10. Counterpart Execution. This Amendment may be electronically or manually executed in multiple counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which together shall constitute one instrument.

11. Continued Effect. Except as specifically modified by this Amendment, all of the terms, conditions and provisions of the Lease shall remain in full force and effect. [signatures on following page]
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3 IN WITNESS WHEREOF, the parties have executed this First Amendment to Lease as of the last date written below or July 1, 2026, whichever occurs earlier (“Effective Date”). “LANDLORD” 1900 EMBARCADERO PROPERTY OWNER, LP,
a Delaware limited partnership
By: HSRE-BPI II GP, LLC, a Delaware limited
liability company, its general partner
By: _________________________________
Name: Steve Bollert
Title: Authorized Signatory
Date: ________________________________
“TENANT” THE CITY OF PALO ALTO,
a California chartered municipal corporation
By: _________________________________
Name: _______________________________
Title: City Manager
Date: ________________________________
Approved as to Form:

By: _________________________________
Name: _______________________________
Title: Assistant City Attorney
Date: ________________________________
Docusign Envelope ID: 5FFF8200-10D3-8C4A-814D-C707E0FF5502 6/1/2026
Amy Bartell
Ed Shikada
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Transportation
Meeting Date: June 15, 2026
Report #:2605-6344
TITLE
Approval of Amendment No. 4 to Contract Number C23184827 with Nomad Transit, LLC (Via) in the Amount of $152,000 for a total not to exceed $5,053,550 to Extend the City of Palo Alto OnDemand Transit Service for Four Months through October 31, 2026; Approval of Amendment No. 3 to extend the Cost Sharing Agreement with Stanford University to Partially Fund Palo Alto Link Service up to $200,000 in FY 2027 through October 31, 2026; and Approval of a three-year Contract with the Palo Alto Transportation Management Association (PATMA), in the Amount of $500,000; CEQA status – not a project.

RECOMMENDATION
Finance Committee and staff recommends that the City Council:

1. Approve and authorize the City Manager or their designee to execute Amendment No. 4 to Contract C23184827 with Nomad Transit, LLC (Via) (Attachment A) to provide Palo Alto Link Services, extending the contract term to October 31, 2026, and increasing the not to exceed amount by $152,000, which results in revised not-to exceed amount of $5,053,550 during a total term of approximately 3.5 years.

2. Approve and authorize the City Manager or their designee to amend the Cost Sharing Agreement to receive up to $200,000 addition funding from Stanford University to fund Palo Alto Link Services through October 31, 2026 (Attachment B).

3. Approve and authorize the City Manager or their designee to execute a three-year contract with the Palo Alto Transportation Management Association (PATMA), with an initial outlay of $500,000 total in FY 2027 (Attachment C).

BACKGROUND
On March 7, 2023, the City initiated a contract for Palo Alto Link as an 18-month pilot supported by a VTA Measure B Innovative Transit grant and a cost sharing agreement with Item 12
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Stanford University.1 This on-demand service was extended on October 21, 2024,2 and again on June 17, 2025 when Council direct staff “to consider and present termination implications and alternative service options by end of 2025.”3 On March 2, 2026, City Council reviewed service performance and funding options for Palo Alto Link, which has been provided at an average cost of $26 per ride. Councilmembers asked staff to explore voucher-type programs by the budget timeline to continue to support the most vulnerable Link users, such as seniors, lowincome residents, and people with special needs when the service winds down.4 In response to
this request, on May 6, 2026, staff explored various options and presented the Office of Transportation’s proposal to Finance Committee in the context of budget discussions. Finance Committee supported the proposal (with one member recused) with the expectation that staff return to Council to execute or amend agreements with Stanford University, Nomad Transit and PATMA in order to provide 90-day transition.

ANALYSIS
In order to address long term fiscal sustainability while continuing to serve the most vulnerable users, the City will eliminate Palo Alto Link service and transition to a subsidized discount program to support access for vulnerable users by providing an additional $100,000 to expand Palo Alto Transportation Management Association (PATMA) services (which are currently focused on Palo Alto workers) to Palo Alto residents who are low-income, seniors, people with disabilities, or families with special needs children. PATMA services for residents will include:
• Transit passes (Caltrain GoPasses and VTA/Samtrans/AC Transit bus passes) • Bike subsidies (Bike Love and BikeX free refurbished bikes) • Senior rides (Boosting Avenidas' program)
• Transportation Network Company (TNC) vouchers for specific purposes (such as late night Lyft service)
• Transportation information
This action extends Palo Alto Link services and Stanford Research Park funding agreement and partnership through October 30, 2026.
1City Council, December 12, 2022, Item #8, Staff Report (SR) 14959 https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=82138&dbid=0&repo=PaloAlto&searchid=31cef842 -f53f-40a7-9527-3ebbac07ccbd
2 City Council, October 28, 2024, Item #10, SR 2408-3387 https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=83059&dbid=0&repo=PaloAlto&searchid=c3b926f9 -6e23-482b-8da1-751b909c99d3
3 City Council, June 17, 2026, Item #18, SR 2506-4761
https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=83482&dbid=0&repo=PaloAlto&searchid=6be824c7 -fe2a-400d-91bb-b1b4f8010524 and June 16, 2026, Item #17, SR 2506-4864 https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=83513&dbid=0&repo=PaloAlto&searchid=f82ba016 -d545-499c-90ff-199f842b42af
4 City Council meeting March 2, 2026, Item #3 SR #2511-5431:
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This action also recommends approval of a new contract agreement with PATMA to continue to provide existing services totaling $400,000 and to expand those services to residents by and additional $100,000 for a total not to exceed of $500,000. The last agreement with PATMA was approved by the City Council on September 11, 2023 for a term of three years9. The Palo Alto Transportation Management Association (PTMA) implements programs to reduce singleoccupancy vehicle (SOV) trips to and from Palo Alto. The funding agreement between the Palo Alto TMA outlines use of City funds to trip reduction programs in the Downtown and California Avenue areas and requires the TMA to report on the use of these funds in an annual report.

Services as noted above were expanded to citywide support in FY 2025. Increasing FY 2027 General Fund program services by $100,000seeks to mitigate some of the loss in services for vulnerable Palo Alto Link users, specifically, senior, disabled, and families of disabled riders. The most recent PATMA Annual report was transmitted to the City Council on May 11, 202610.

This action supports three local Palo Alto non-profit organizations including PATMA, BikeX and Avenidas. It also reinforces transit service in the City and helps to advance long-term integrated transportation and land use goals.

FISCAL/RESOURCE IMPACT
This action reduces the City’s long term fiscal liability to provide Palo Alto Link services without outside grant funding. The City will achieve a gross cost saving of approximately $176,000 in Fiscal Year 2027. In FY 2027, cost savings from Fiscal 2026 will be rolled over to provide four months of additional service, through October 31, 2026, utilizing Transportation For Clean Air funding and Stanford Research Park partnership funding. In subsequent years, savings of approximately $460,000 are anticipated.

PATMA services for commuters in FY 2026 totaled $400,000, and will be increased to $500,000 for FY 2027 as the City transitions away from Palo Alto Link services and expands services to both commuters and vulnerable residents. Funding for the first year of the proposed agreement with the TMA was appropriated in the University Avenue Parking Fund ($200,000) and General Fund ($300,000) as part of the FY2027 Adopted Operating Budget. Funding for future fiscal years is subject to City Council approval through the annual budget process.

STAKEHOLDER ENGAGEMENT
Community engagement has been ongoing since the program began. Activities include tabling at community events and destinations and social media campaigns. Feedback from riders has indicated support for expanded weekend and extended evening hours for Palo Alto Link as well 9 City Council, September 11, 2023, Item #7,
https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=82523&dbid=0&repo=PaloAlto&searchid=36c2df33 -eb02-45c4-b0e8-8084c610accc&cr=1
10 City Council, May 11, 2026, Item B,
https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=88049&dbid=0&repo=PaloAlto&searchid=c44206d5 -cc9a-4f64-8322-dc69fbe167eb
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as support for services for youth access and vulnerable users, including disabled, low-income, and senior riders. Other engagement has highlighted a potential community preference for fixed route options. PATMA has long engaged with the local business community and will expand their engagement to eligible resident stakeholders to expand their suite of services.

ENVIRONMENTAL REVIEW
Council action on this item is not a project as defined by CEQA under CEQA regulation 15061(b)(3) and 15378(b)(4) as a government funding mechanism or other fiscal activity.

ATTACHMENTS
Attachment A: Nomad Transit, LLC (Via), Contract C23184827 Amendment No. 4 Attachment B: Cost-Sharing Agreement with Stanford University for On-Demand Transit Services, Amendment No. 3
Attachment C: Palo Alto Transportation Management Association (PATMA), Contract APPROVED BY:

Ria Hutabarat Lo, Chief Transportation Official
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AMENDMENT NO. 4 TO CONTRACT NO. C23184827

BETWEEN THE CITY OF PALO ALTO AND NOMAD TRANSIT, LLC
This Amendment No. 4 (this “Amendment”) to Contract No. C23184827 (the “Contract”) is entered into as of June 15, 2026, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and NOMAD TRANSIT, LLC, a Delaware limited liability corporation, located at 114 5th Avenue, 17th Floor New York, NY 10011 (“CONSULTANT”).

CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.

RECITALS
A. The Contract was entered into by and between the Parties for the provision of transit and shuttle services, including equipment, transportation planning, customer engagement, marketing services, labor, vendor services, and the technology to support services, as detailed therein.

B. The Parties now wish to amend the Contract to extend the term by four months from June 30, 2026 to October 30, 2026, and to increase the compensation by One Hundred FiftyTwo Thousand Dollars ($152,000.00) from Four Million, Nine Hundred One Thousand Five Hundred Fifty Dollars ($4,901,550.00) to a new total not-to-exceed compensation amount of Five Million, Fifty-Three Thousand, Five Hundred Fifty Dollars ($5,053,550.00), 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” refers to Contract No. C23184827 between CONSULTANT and CITY, dated December 12, 2022, as amended by:

Amendment No. 1, dated April 10, 2023
Amendment No. 2, dated September 23, 2024
Amendment No. 3, dated June 30, 2025
b. Other Terms. Capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Contract.

SECTION 2. Section 2, "TERM", of the Contract is hereby amended to read as follows:
"The term of this Agreement shall be from the date of its full execution through October 30, 2026, unless terminated earlier pursuant to Section 19 (Termination) of this Agreement." Docusign Envelope ID: 79625EA5-0F0A-8FA8-804A-D9D70CA21D26 Item 12
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C23184827 Amendment
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SECTION 3. Section 4, "NOT TO EXCEED COMPENSATION", of the Contract is amended to read as follows:
"The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Five Million, FiftyThree Thousand, Five Hundred Fifty Dollars ($5,053,550.00). The hourly schedule of rates, if applicable, is set out in Exhibit C-1. Any work performed or expenses incurred beyond this maximum compensation 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" entitled "COMPENSATION, AMENDMENT NO. 4", AMENDED, REPLACES PREVIOUS.
b. Exhibit “C-1” entitled “SCHEDULE OF RATES, AMENDMENT NO. 4”, 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 NOMAD TRANSIT, LLC
City Manager: Officer 1
APPROVED AS TO FORM: By:

Name:

City Attorney or designee Title:

Officer 2
By:

Name:

Title:

Attachments
EXHIBIT “C”: “Compensation, Amendment No. 4”, AMENDED, REPLACES PREVIOUS.

EXHIBIT “C-1”: “Schedule of Rates, Amendment No. 4”, AMENDED, REPLACES PREVIOUS.

Docusign Envelope ID: 79625EA5-0F0A-8FA8-804A-D9D70CA21D26 Manager
Alex Lavoie
Erin Abrams
Chief Legal Officer
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EXHIBIT C
COMPENSATION, AMENDMENT NO. 4
(AMENDED, REPLACES PREVIOUS)
CITY agrees to compensate CONSULTANT for Services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the rate schedule attached as Exhibit C-1 up to the not to exceed budget amount for each task set forth below.

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

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

BUDGET SCHEDULE

TASK NOT TO EXCEED AMOUNT
Task 1 (Upfront Costs) $92,500.00 + $13,500.00*
Task 2
(Vehicle Hours compensated at the rate specified
in Exhibit C-1.
$2,503,050.00 + $1,186,500.00**
+ $1,100,000.00***+
$152,000****
Task 3
(Estimated Electricity Cost (To be Treated as a
Pass- Through))
$6,000.00
Sub-total for Services $5,053,550
Reimbursable Expenses (if any) $0.00
Total for Services and Reimbursable Expenses $5,053,550 Additional Services (if any, per Section 4) $0.00
Docusign Envelope ID: 79625EA5-0F0A-8FA8-804A-D9D70CA21D26 Item 12
Attachment A - Nomad
Transit, LLC (Via), Contract
C23184827 Amendment
No. 4
Item 12: Staff Report Pg. 8 Packet Pg. 517 of 1165
Maximum Total Compensation $5,053,550
Should Customer require additional WAV retrofits or vehicle wraps, CONSULTANT will bill CITY as incurred as a pass-through, so long as the amount stays within the not-to-exceed amount. * The $13,500 is added by Amendment 2 for the cost of moving from hybrid vans to fully electric vans per TFCA requirements.
** The $1,186,500 is added by Amendment 2.
***The $1,100,000 is added by Amendment 3.
****The $152,000 is added by Amendment 4.

Note: Pricing assumes that the Services provided hereunder are tax exempt and assumes service hours of 8am-6pm M-F. Pricing assumes launch within 4 months of contract signing.

Estimated Electricity Cost assumes 2 active EVs with 171 Wh/km efficiency and electricity cost at $0.23 / kWh. Electricity costs will be treated as a pass-through. In the event that the Services cease to be tax exempt, such taxes will be treated as pass-through and charged to the City.

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

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

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

Docusign Envelope ID: 79625EA5-0F0A-8FA8-804A-D9D70CA21D26 Item 12
Attachment A - Nomad
Transit, LLC (Via), Contract
C23184827 Amendment
No. 4
Item 12: Staff Report Pg. 9 Packet Pg. 518 of 1165
EXHIBIT C-1
AMENDMENT NO. 4

SCHEDULE OF RATES (AMENDED, REPLACES PREVIOUS)
CONSULTANT’s schedule of rates is as follows:

Cost per Driver Hour, $89.00. A Driver Hour is defined as each hour during which a driver is paid on the Via platform.

Docusign Envelope ID: 79625EA5-0F0A-8FA8-804A-D9D70CA21D26 Item 12
Attachment A - Nomad
Transit, LLC (Via), Contract
C23184827 Amendment
No. 4
Item 12: Staff Report Pg. 10 Packet Pg. 519 of 1165
Vers.: Aug. 5, 2019

Page 1 of 3 ends

AMENDMENT NO. 3 TO CONTRACT NO. (STANFORD NO. 63080569)

BETWEEN THE CITY OF PALO ALTO AND

STANFORD UNIVERSITY FOR COST SHARING OF ON-DEMAND TRANSIT This Amendment No. 3 (this “Amendment”) to Contract No. 63080569 (the “Contract” as defined below) is entered into as of June 15, 2026, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY, located at 3215 Porter Drive, Palo Alto, CA 94304-1286 (“STANFORD”). CITY and STANFORD 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 cost-sharing for the City’s on-demand transit services, as detailed therein.

B. The Parties now wish to amend the Contract in order to increase the total amount of contribution by STANFORD by $100,000; from $600,000 to $700,000 and extend the term through October 2026.

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 Stanford Contract No. 63080569 between STANFORD and CITY, dated October 2025, as amended by:

Amendment No.1, dated October 7, 2024
Amendment No.2, dated September 1. 2025
b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.

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

TERM THE SERVICES AND/OR MATERIALS FURNISHED UNDER THIS AGREEMENT SHALL COMMENCE ON SEPTEMBER 1, 2025 AND SHALL BE COMPLETED NO LATER THAN OCTOBER 31, 2026.

Item 12
Attachment B - Cost-Sharing
Agreement between the
City of Palo Alto andwith
Stanford University for OnDemand Transit Services,
Amendment No. 3 (Stanford
No. 63080569)
Item 12: Staff Report Pg. 11 Packet Pg. 520 of 1165
Vers.: Aug. 5, 2019

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SECTION 3. Section “COMPENSTION” of the Contract is hereby amended to read as follows:

COMPENSATION FOR THE FULL PERFORMANCE OF THIS AGREEMENT: STANFORD SHALL PAY CITY AN AMOUNT NOT TO EXCEED $700,000 IN ACCORDANCE WITH EXHIBIT B.

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:

Exhibit “B” entitled “PAYMENT PLAN”, AMENDED, REPLACES PREVIOUS.

Stanford shall pay City a pro-rata amount based upon the total monthly cost of the service and the percentage of trips to and from the Stanford Research Park (SRP), with a not-to-exceed amount of $700,000. For each month, the formula shall be the total monthly cost invoiced, multiplied by the total percentage of completed trips to and from the SRP with the trip data being provided by Nomad Transit LLC.

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.)
Item 12
Attachment B - Cost-Sharing
Agreement between the
City of Palo Alto andwith
Stanford University for OnDemand Transit Services,
Amendment No. 3 (Stanford
No. 63080569)
Item 12: Staff Report Pg. 12 Packet Pg. 521 of 1165
City of Palo Alto Contract No. XXXXXXX
Form Vers.: Aug. 5, 2019 Amendment No. X

Page 2 of 2 ends

SECTION 4. The first paragraph of “EXHIBIT B – PAYMENT PLAN” of the Contract is hereby amended to read as follows:

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.

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 or designee
Approved as to form:

City Attorney or designee
Stanford Agreement #63080569
Item 12
Attachment B - Cost-Sharing
Agreement between the
City of Palo Alto andwith
Stanford University for OnDemand Transit Services,
Amendment No. 3 (Stanford
No. 63080569)
Item 12: Staff Report Pg. 13 Packet Pg. 522 of 1165
TMA Funding Agreement
September 2023 1

FUNDING AGREEMENT

BY AND BETWEEN THE CITY OF PALO ALTO

AND THE PALO ALTO TRANSPORTATION MANAGEMENT ASSOCIATION

FOR TRANSPORTATION DEMAND MANAGEMENT SERVICES
This Agreement to provide funding for transportation demand management services (this "Agreement") is made and entered as of June 15, 2026, by and between the City of Palo Alto, a California chartered municipal corporation (“City”), and the Palo Alto Transportation Management Association, a California nonprofit public benefit corporation (“PATMA”), on the following terms and conditions.

RECITALS

1. Since 2013, the City has been actively engaged in developing Transportation Demand Management (TDM) strategies to encourage alternatives to solo driving to address Palo Alto’s growing traffic and parking concerns.

2. The City engaged a consultant group with significant experience designing Bay Area Transportation Management Associations (TMAs), to assist in forming a TMA, and the result of that effort was the incorporation of the Palo Alto Transportation Management Association (PATMA) on January 1, 2016.

3. The City has an interest in the success of PATMA and made funding available for technical support during the start-up phase of the organization. In the initial years, the City also provided funding for an annual survey of Downtown employee commute patterns.

4. In addition to the support of the City, PATMA has sought and intends to continue seeking funding from public and private foundations, private businesses, public agencies and other financial supporters.

5. PATMA’s mission statement is “better commutes for everyone” and its core values describe how the non-profit improves life for the workers and residents of Palo Alto:
• Traffic and parking – reduce traffic congestion and demand for parking • Climate change – transition to a zero-emission transportation system • Equity – fair outcomes, treatment and opportunities for all • Local businesses – help local businesses attract and retain employees • Health – encourage community health
PATMA also serves as a one-stop transportation information resource and is an active voice in local and regional transportation issues. While the initial primary focus of PATMA was the Downtown population whose travel choices have the highest impacts, PATMA’s programs and services have now expanded to include commercial areas along California Avenue, El Camino Real, the Stanford Mall, Midtown, San Antonio, and along Highway 101. Council may also allocate funds to the TMA for transportation programs that target resident travel behavior.

6. On June 20, 2016, the City entered into an agreement with PATMA and PATMA’s then-fiscal agent Silicon Valley Community Foundation (SVCF) to provide $100,000 in funding for pilot programs of PATMA aimed at testing the effectiveness of PATMA incentives and programs to reduce commuting to Downtown by SOVs. On February 13, 2017, this initial funding agreement was amended to provide for an additional $200,000 in funding from the City to PATMA over two years, with half paid in FY 2017 and the balance paid in FY 2018.

7. In September 2017, the City, PATMA and SVCF entered into an amended and restated agreement for continued funding and services through Fiscal Year 2020 (ending June 30, 2020), as funds were appropriated by the City Council through the annual budget process. The agreement was several times amended to reflect additional funding appropriated by the City Council in subsequent years of the agreement.

8. Prior to the 2020 pandemic, PATMA pilot programs were successful, providing transit passes to 180 - 240 low-income workers per month and encouraging carpool use by other workers, for an estimated reduction of over 300 vehicles per day, lowering SOV commute trips Downtown to 52% of all trips by any mode of travel. During and after the pandemic, PATMA programs supported essential workers in the Downtown and California Avenue areas. As employees continue to return to work in Palo Alto, PATMA is now serving over 200 workers per month by subsidizing transit use and afterhours Lyft rides and providing a bicycle incentive program, for an estimated reduction of 220 vehicles per day, lowering SOV commute trips to 55% for Downtown and California Ave of all trips by any mode of travel.

9. After focusing on the Downtown in the first years of its existence, from March through October 2019, PATMA implemented a pilot program in the California Avenue Business District with $100,000 in private funding. The successful program quickly surpassed its goal of distributing 50 transit passes per month, demonstrating demand for TMA programs in this area.

10. The City and PATMA wish to extend the reach of PATMA and expand its programs to achieve a greater reduction in SOV commute trips. To this end, the City Council appropriated additional funds for FY 2021 and allowed expenditure of City funds by PATMA in the California Avenue Business District as well as the Downtown. For FY 2024, in addition to the funds appropriated for Downtown and the California Avenue Business District, Council allowed expenditure of a limited amount of City funds to be used citywide to further reduce SOV commute trips.

11. In FY 2027, PATMA will expand its target audience to include low-income residents, senior residents, and residents with disabilities. With $200,000 of parking funds set aside for its current program goals in the commercial parking districts, and $200,000 of General Funds designated for citywide efforts, an additional $100,000 of funding in FY 27 (totaling $500,000), PATMA will offer to these additional groups transit passes (Caltrain GoPasses, and VTA, SamTrans or AC Transit bus passes), bike subsidies (Bike Love rewards and refurbished bikes), Transportation Network Company vouchers for specific purposes, and transportation information for the purpose of reducing the number of single-occupancy vehicles in traffic and seeking parking spaces.

12. Through this Agreement the City will continue funding PATMA, and PATMA will continue the programs that it undertook under the prior funding agreements. The Parties agree to enter into this Agreement to provide additional funding to support the development and facilitate the effectiveness of PATMA, through the expansion of pilot programs to reduce SOV trips by workers in Palo Alto, and to establish terms and conditions for the use of these funds.

AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:

1. Recitals. The recitals set forth above are true and correct and are hereby incorporated into this Agreement in their entirety.

2. Term and Termination. The term of this Agreement shall be from July 1, 2026 through June 30, 2029.

This Agreement may be terminated by the City or PATMA by providing at least thirty (30) days’ written notice to the other party. Within three (3) months of termination, PATMA shall return to the City any funds paid by the City that remain unexpended as of the date of termination.

3. City Funds. In City Fiscal Year 2027 (FY27), the City shall transfer the sum of Five Hundred Thousand Dollars $500,000 (“City Funds”) to PATMA for use for the purposes described in this Agreement.

For FY27, the City shall transfer the City Funds on a quarterly basis in equal amounts of One Hundred Twenty-Five Thousand Dollars $125,000, upon receipt of an invoice submitted quarterly by PATMA.

City may transfer additional funds for the final two years of the Agreement subject to the appropriation of funds by the City Council through City’s annual budget process. Should additional funds be appropriated, the parties will amend this Agreement prior to any transfer of funds to PATMA. The City Manager is authorized to execute such an amendment for City.

4. Use of City Funds. PATMA shall use the City Funds for “pilot projects” intended to reduce single occupancy vehicle trips by commercial business district area workers and residents, as mutually agreed upon by the City Manager and PATMA. For each FY27, FY 28, FY 29, $200,000 of parking funds will be utilized to reduce single occupancy vehicle trips in the appropriate commercial parking districts, and $300,000 of City Funds may be used to reduce single occupancy vehicle trips anywhere in Palo Alto. Pilot projects may include purchase and distribution of transit passes, active commute rewards, support for carpooling and vanpooling, Green Lyft credits, and other measures to address first mile and last mile connections. If PATMA uses City Funds to purchase transit passes to give away free-of-charge, the free transit passes shall be provided to residents and low-income workers.

5. Strategic Planning Session, Strategic Plan and Budget. PATMA shall: (a) conduct an annual strategic planning session producing 3-year goals and objectives and funding requirements, and prepare an annual budget with projected metrics (cost per mode shift, ROI, etc.), and (b) annually provide to the City a detailed, updated strategic plan and budget. The strategic plan may utilize scenarios to illustrate the return on investment associated with different funding levels. The strategic plan shall identify the projects proposed to be funded with the City Funds for the City Manager’s review and approval.

6. Reporting Requirement. PATMA shall provide the City with quarterly written reports on the implementation and effectiveness of pilot programs funded by the City, including quantitative measures of SOV trip reduction and mode shift achieved, metrics used, cost per employee mode shift, and how the City Funds were expended. PATMA shall submit the reports at the same time that PATMA submits the quarterly invoice to the City.

7. Survey. PATMA shall conduct a robust survey of commercial area employee commute patterns on an annual basis. Additional areas of Palo Alto where the TMA has been active may be included in the survey. PATMA shall submit the survey results and report to the City by December 15th of each year or on another date upon mutual agreement of the parties.

8. Public Meeting Requirement. The funding is expressly contingent on PATMA’s agreement to provide 72 hours written advance notice to the public of all Board of Director meetings and to allow members of the public to attend all such Board of Director meetings.

9. Work Product. PATMA shall ensure any written document or other work product developed with funds received through this Agreement is made available to the public to the extent not otherwise prohibited by law.

10. Audits. PATMA will make available all financial records related to the City Funds and the use of the City Funds during the term of this Agreement and for three (3) years thereafter. PATMA further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement.

11. Indemnity. To the fullest extent permitted by law, PATMA shall protect, indemnify, defend and hold harmless CITY and each of CITY’s elected and appointed officials, 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 PATMA, its officers, employees, agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party.

Notwithstanding the above, nothing in this section shall be construed to require PATMA to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party.

The provisions of this section shall survive the expiration or early termination of this Agreement.

12. Insurance. PATMA, 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 "A".

PATMA 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.

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 PATMA 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.

13. Other Provisions:
(a) Performance Monitoring. The City may implement its own performance monitoring of City funded programs to determine effectiveness of provided funds. (b) Additional Use Restrictions. The City Funds will not be used for anything other than project management and program costs of the agreed-to projects until the funds are expired. Up to thirty percent (30%) of City Funds provided may be used for administration costs and purposes:
reports, meetings, and finances.
(c) Board Members. The City may request that the PATMA Board be expanded to include additional members, possibly including residents and additional City representation. (d) Fundraising. PATMA shall undertake significant efforts to raise funds from sources other than the City, including but not limited to membership fees, grants and donations, to implement programs to achieve reductions in SOV commute trips by workers in Palo Alto’s commercial areas and among its residents. The Parties expect that, assuming City funding remains constant over the term of the Agreement (which it may not), the amounts raised from other funding sources will represent a proportionately greater share of PATMA’s total funding in the final two years of this Agreement.

14. 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 Chief Transportation Official
Docusign Envelope ID: 206225DD-F478-89F4-83FA-34FB1D5FC8C2 Item 12
Attachment C - Palo Alto
Transportation
Management Association
(PATMA), Contract No.
20260602
Item 12: Staff Report Pg. 18 Packet Pg. 527 of 1165
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September 2023 6
Ria Hutabarat Lo
Chief Transportation Official
Office of Transportation
City of Palo Alto
250 Hamilton Ave
Palo Alto, CA 94301
To PATMA:

Justine Burt
Executive Director
Palo Alto Transportation Management Association
855 El Camino Real, #13A-200
Palo Alto, CA 94301

15. Authority to Bind. The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.

16. Counterpart Signatures. This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement.

17. Waiver. No delay or omission by either party to exercise any right occurring upon any noncompliance or default by the other party with respect to any of the terms of this Agreement shall impair any such right or power or be construed as a waiver thereof. A waiver by either of the parties of any of the covenants, conditions or agreements to be performed by the other party shall not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition or agreement herein contained.

18. Applicable Law. This Agreement will be governed by the laws of the State of California.

19. Venue. 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.

20. Amendments. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral.

This document may be amended only by a written instrument, which is signed by the parties.

21. Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect.

Docusign Envelope ID: 206225DD-F478-89F4-83FA-34FB1D5FC8C2 Item 12
Attachment C - Palo Alto
Transportation
Management Association
(PATMA), Contract No.
20260602
Item 12: Staff Report Pg. 19 Packet Pg. 528 of 1165
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September 2023 7
[Signatures appear on the following page]
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Transportation
Management Association
(PATMA), Contract No.
20260602
Item 12: Staff Report Pg. 20 Packet Pg. 529 of 1165
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September 2023 8
IN WITNESS WHEREOF, the Parties have executed this Agreement the day and year first written above.

PALO ALTO TRANSPORTATION MANAGEMENT ASSOCIATION:
________________________________
Rob George
President, Board of Directors
CITY OF PALO ALTO:
________________________________
Ed Shikada
City Manager
APPROVED:
________________________________
Chief Transportation Official
APPROVED AS TO FORM:
________________________________
City Attorney or designee
Docusign Envelope ID: 206225DD-F478-89F4-83FA-34FB1D5FC8C2 Item 12
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Transportation
Management Association
(PATMA), Contract No.
20260602
Item 12: Staff Report Pg. 21 Packet Pg. 530 of 1165
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September 2023 9
EXHIBIT “A”

INSURANCE REQUIREMENTS

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

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

AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:

REQUIRED TYPE OF COVERAGE REQUIREMENT

MINIMUM LIMITS
EACH

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

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: CONTRACTOR, AT ITS SOLE COST AND EXPENSE,

SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT

AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND

PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.

I. INSURANCE COVERAGE MUST INCLUDE:

A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND
B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY.

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

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

III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS”
A. PRIMARY COVERAGE

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

AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.

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

NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS

ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.

C. NOTICE OF CANCELLATION

1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON

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

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

NOTICES SHALL BE MAILED TO:

PURCHASING AND CONTRACT ADMINISTRATION

CITY OF PALO ALTO
P.O. BOX 10250
PALO ALTO, CA 94303
Docusign Envelope ID: 206225DD-F478-89F4-83FA-34FB1D5FC8C2 Item 12
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Transportation
Management Association
(PATMA), Contract No.
20260602
Item 12: Staff Report Pg. 23 Packet Pg. 532 of 1165
City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: City Manager
Meeting Date: June 15, 2026
Report #:2604-6317
TITLE
Approval of Contract Amendment Number 5 to Contract S20178065 with OIR Group, in the Amount of $40,000 and for a one-year extension to continue Independent Police Auditing Services in Palo Alto. CEQA Status – Not a Project.

RECOMMENDATION
Staff recommends that City Council approve and authorize the City Manager or designee to execute Amendment No. 5 to Contract S20178065 with OIR Group (Attachment A) to extend the contract through June 30, 2027, and add $40,000 for the continuation of independent police auditing services in Palo Alto. This amendment results in a revised total contract not-toexceed amount of $312,500.

This contract also includes additional services funding for a study report related to Flock cameras.

BACKGROUND AND ANALYSIS
Since 2006, Palo Alto has utilized an Independent Police Auditor (IPA) to conduct secondary review of defined investigations of uniformed Police Department personnel and provide related services. Since the inception of the IPA program, the City has contracted with the Office of Independent Review (OIR Group), to provide these services. Michael Gennaco and Stephen Connolly, the principals of OIR Group, are the OIR staff who provide these services to Palo Alto.

The City last issued a Request for Proposals for IPA services in 2014. At that time, three firms submitted proposals and the City again selected OIR Group as the most qualified to perform the services. The City and OIR entered into a new contract for IPA services that 1through October 2019. When the contract expired in 2019, the City and OIR entered into the current contract 1 City Council, May 27, 2025; SR# 2503-4328,
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which was set to expire in 2023 but was amended in 2021 with an updated scope and contract term and through additional amendments is set to expire June 30, 2026.

In November 2020, as part of a series of discussions regarding Police Department procedures, police accountability, and race and equity matters, the Council directed that the IPA’s scope of review be expanded to include a review of:
• Incidents where an office uses a baton, chemical agent, less-lethal projectile, canine or firearm (in addition to TASER uses, which have been and will continue to be reviewed by the IPA)
• Incidents resulting in an injury requiring treatment beyond minor medical care in the field
• The Police Department’s handling of Supervisory Inquiry Reports (formally called Informal Inquiry Reports) (complaints that are sufficiently investigated and resolved through expedited review)
In addition, Council directed that changes be made to the schedule of reporting to improve timeliness and accountability and indicated that it will meet publicly with the IPA two times each year.

In November 2020 3 the City Council referred to the Policy and Services Committee consideration of whether IPA’s scope should be further revised to include review of City investigations or uniformed officers arising from internal complaints regarding employee harassment, discrimination, and retaliation in the workplace.

Policy and Services Committee considered the City Council referral at its meeting on April 13, 20214. The Committee voted unanimously to recommend the City Council direct staff to amend the IPA contract to include employee harassment, retaliation and discrimination claims within the IPA scope, and to research best practices to balance the needs of transparency and public oversight while preserving the anonymity of complaints, witnesses and the subject.

OIR Group had some cost savings in this contract year with the most recent reports needing less time to produce. The recommendation from staff is for the unused funding from the current year contract to be used for an additional service study report related to Flock cameras(City Council will be discussing Flock at a June 1 study session). These funds will allow OIR group to work with the Police Department and City Manager’s Office to conduct an operational assessment of Flock’s policies and procedures around security, transparency, sharing compliance, and reporting of system features and changes as well as the Police Department’s 3 City Council, November 16, 2020; SR# 11754,
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4 Policy and Services, April 13, 2021 SR# 12177,
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internal policies and procedures. The study is estimated to be $15,000 for the report and there is funding in the existing contract to support this effort and agreement from OIR Group to conduct this study.

FISCAL/RESOURCE IMPACT
This contract amendment adds $40,000 to this contract and extends the term by one year to cover the activities to be done in Fiscal Year 2027. The IPA contract is administered through the City Manager’s Office in partnership with the City Clerk’s Office and funded through the City Council budget. The funding for the amendment will come from the City Council Operations Contract Services budget.

STAKEHOLDER ENGAGEMENT
The public has an opportunity to engage with the Independent Polic Auditor (IPA) with the City Council when the IPA comes to study sessions with the City Council. Additionally, members of the public can send information directly to the IPA at the contact information listed on the Independent Police Auditor webpage.7

ENVIRONMENTAL REVIEW
City Council action on this item is not a project as defined by CEQA because approval of this amendment is an organization or administrative activity that will not result in direct or indirect physical changes in the environment. CEQA Guidelines section 15378(b)(5).

ATTACHMENTS
Attachment A: OIR Group Contract Amendment No. 5 – Contract S20178065 APPROVED BY:

Ed Shikada, City Manager
7 Independent Police Auditor webpage,
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AMENDMENT NO. 5 TO CONTRACT NO. S20178065

BETWEEN THE CITY OF PALO ALTO AND

MICHAEL GENNACO DBA OIR GROUP
This Amendment No. 5 (this “Amendment”) to Contract No. S20178065 (the “Contract” as defined below) is entered into as of May 18, 2026, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and MICHAEL GENNACO DBA OIR GROUP, a sole proprietor, located at 7142 Trask Avenue, Playa Del Rey, CA, 90293 (“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 independent police auditor services, as detailed therein.

B. The Parties now wish to amend the Contract in order to (1) increase the compensation by Forty Thousand Dollars ($40,000) from Two Hundred Seventy-Two Thousand Five Hundred Dollars ($272,500) to a new not to exceed amount of Three Hundred Twelve Thousand Five Hundred Dollars($312,500), (2) extend the contract term date from June 30, 2026 by an additional twelve months to June 30, 2027, 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. S20178065 between CONSULTANT and CITY, dated December 16, 2019, as amended by:

Amendment No.1, dated July 20, 2021
Amendment No.2, dated January 1, 2023
Amendment No.3, dated December 9, 2024
Amendment No.4, dated May 12, 2025
b. Other Terms. Capitalized terms used and not defined in this Amendment shall have the meanings assigned to such terms in the Contract.

SECTION 2. Section 2 “TERM” of the Contract is hereby amended to read as follows:
“The term of this Agreement shall be from the date of its full execution through June 30, 2027, unless terminated earlier pursuant to Section 19 of this Agreement.” Docusign Envelope ID: 997AC0B1-5AD0-8D0C-8021-DA4780708524 Item 13
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SECTION 3. Section 4 “NOT TO EXCEED COMPENSATION” of the Contract is hereby amended to read as follows:
“The compensation to be paid to CONSULTANT for performance of the Services described in Exhibit “A” (also referred to herein as the “Basic Services”), and reimbursable expenses (if specified in Exhibit “C”), shall not exceed Two Hundred Ninety-Two Thousand Five Hundred Dollars ($292,500).

In addition to the not-to-exceed compensation specified above, CITY has set aside the not-toexceed compensation amount of Twenty Thousand Dollars ($20,000) for the performance of Additional Services. CONSULTANT agrees to complete all Basic Services, including specified reimbursable expenses, within this amount. In the event Additional Services (defined below) are authorized, the total compensation for Basic Services, Additional Services and specified reimbursable expenses shall not exceed Three Hundred Twelve Thousand Five Hundred Dollars ($312,500). The applicable rate schedule is set out at Exhibit “C-1”, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amounts of compensation set forth herein shall be at no cost to the CITY.

Additional Services, if any, shall be authorized in accordance with and subject to the provisions of Exhibit “C”. CONSULTANT shall not receive any compensation for Additional Services performed without the prior written authorization of CITY. Additional Services shall mean any work that is determined by CITY to be necessary for the proper completion of the Project, but which is not included within the Scope of Services described at Exhibit “A”.” SECTION 4. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference:
a. Exhibit “B” entitled “SCHEDULE OF PERFORMANCE, AMENDMENT NO. 5”, AMENDED, REPLACES PREVIOUS.
b. Exhibit “C” entitled “COMPENSATION, AMENDMENT NO. 5”, 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

MICHAEL GENNACO DBA OIR GROUP
Officer 1
By:

Name:

Title:

Attachments:

EXHIBIT “B” ENTITLED “SCHEDULE OF PERFORMANCE, AMENDMENT NO. 5”, AMENDED, REPLACES PREVIOUS.

EXHIBIT “C” ENTITLED “COMPENSATION, AMENDMENT NO. 5”, AMENDED, REPLACES PREVIOUS.

Docusign Envelope ID: 997AC0B1-5AD0-8D0C-8021-DA4780708524 Stephen Connolly
Co-owner
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EXHIBIT B
SCHEDULE OF PERFORMANCE, AMENDMENT NO. 5
(AMENDED, REPLACES PREVIOUS)
Consultant shall complete reports for calendar years 2020, 2021, 2022, 2023, 2024, 2025, 2026 and 2027.

Beginning in calendar year 2023, the following additional specific schedule shall apply:

In calendar year 2023, CONSULTANT shall complete two reports, for publication in approximately February/March and August 2023, containing all matters completed since the last published report.

In calendar year 2024, CONSULTANT shall complete two reports, for publication in approximately February/March and August 2024, containing all matters completed since the last published report.

In calendar year 2025, CONSULTANT shall complete two reports, for publication in approximately February/March and August 2025, containing all matters completed since the last published report.

In calendar year 2026, CONSULTANT shall complete two reports, for publication in approximately February/March, and August 2026 containing all matters completed since the last published report.

In calendar year 2027, CONSULTANT shall complete one report, for publication in approximately February/March, containing all matters completed since the last published report.

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EXHIBIT C
COMPENSATION, AMENDMENT NO. 5
(AMENDED, REPLACES PREVIOUS)
CITY agrees to compensate CONSULTANT for the Services performed in accordance with the terms and conditions of this Agreement, including Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4 of the Agreement), based on the hourly rate schedule attached as Exhibit C-1.

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

Reimbursable expenses, 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 up to the not-to-exceed amount of: Fifteen Thousand Dollars ($15,000).

A. Travel from CONSULTANT’S office to Palo Alto City Hall, 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.

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

ADDITIONAL SERVICES
The CONSULTANT shall provide additional services only by advanced, written authorization from the CITY. The CONSULTANT, at the CITY’s project manager’s request, shall submit a detailed written proposal including a description of the scope of services, schedule, level of effort, and CONSULTANT’s proposed maximum compensation, including reimbursable expenses, for such services based on the rates set forth in Exhibit C-1. The additional services scope, schedule and maximum compensation shall be negotiated and agreed to in writing by the CITY’s Project Manager Docusign Envelope ID: 997AC0B1-5AD0-8D0C-8021-DA4780708524 Item 13
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and CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement.

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Certificate Of Completion
Envelope Id: 997AC0B1-5AD0-8D0C-8021-DA4780708524 Status: Completed Subject: Complete with Docusign: Final S20178065 Amend No. 5.pdf Source Envelope:

Document Pages: 6 Signatures: 1 Envelope Originator:

Certificate Pages: 2 Initials: 0 Alice Harrison
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
[email protected]
IP Address: 170.85.54.113
Record Tracking
Status: Original
5/12/2026 10:50:03 AM
Holder: Alice Harrison
[email protected]
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Signer Events Signature Timestamp
Stephen Connolly
[email protected]
Co-owner
Security Level: Email, Account Authentication
(None) Signature Adoption: Drawn on Device
Using IP Address: 47.149.212.46
Sent: 5/12/2026 10:55:42 AM
Resent: 5/12/2026 10:58:08 AM
Resent: 5/14/2026 4:57:47 PM
Viewed: 5/14/2026 6:35:07 PM
Signed: 5/14/2026 6:42:02 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Chantal Gaines
[email protected]
Assistant to City Manager
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 5/14/2026 6:42:03 PM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Ingrid Velasquez
[email protected]
Administrative Assistant
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 5/14/2026 6:42:03 PM
Viewed: 5/15/2026 8:36:37 AM
Electronic Record and Signature Disclosure:

Not Offered via Docusign
Witness Events Signature Timestamp
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Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/12/2026 10:55:42 AM
Envelope Updated Security Checked 5/12/2026 10:58:07 AM Envelope Updated Security Checked 5/12/2026 10:58:07 AM Certified Delivered Security Checked 5/14/2026 6:35:07 PM Signing Complete Security Checked 5/14/2026 6:42:02 PM
Completed Security Checked 5/14/2026 6:42:03 PM
Payment Events Status Timestamps
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Public Works
Meeting Date: June 15, 2026
Report #:2603-6118
TITLE
Approval of Professional Services Contract Number C26195541 with HDA Architects, Inc. in an Amount Not-to-Exceed $221,650 to Provide Architectural Design Services for the Animal Shelter Renovation – Capital Improvement Program Project PE-19002; CEQA Status – Exempt under CEQA Guidelines Section 15301(e)

RECOMMENDATION
Staff recommends that the City Council approve and authorize the City Manager or their designee to execute Contract No. C26195541 with HDA Architects, Inc. to provide architectural design services for the Animal Shelter Renovation capital improvement program project (PE19002) for a total not-to-exceed amount of $221,650, including $201,500 for basic services and $20,150 for additional services.

BACKGROUND
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For the last 40 years, the City has operated a full-service animal shelter located at 3281 East Bayshore Road. Animal services include a spay and neuter clinic, vaccine clinic, and adoption services for various types of animals. In November 2018, Council approved an operating agreement with Pets In Need (PIN)1 to provide full-service shelter operations at the Palo Alto Animal Shelter. Under the agreement, the City was responsible for remodeling the medical suite and installing a modular office/building, with those projects completed in September 20202 and December 20203, respectively. A new partnership agreement with PIN was established in March 20244 for five years with the ability to mutually extend for an additional five years. The current agreement identifies facility improvements to the shelter’s premises, for which the City has a lump sum budget of $2.5 million for design and construction. The improvement areas are prioritized in the following order and evaluate the following needs:

1. Cat Wing (Small Animal Rooms)
a. Reconfigure cat rooms
b. Addition of flexible multi-purpose space for medical assessment and treatments c. Addition of dedicated space for small animals
d. Provide dedicated meet and greet/socialization space

2. Dog Kennel
a. Improve air circulation for kennel house
b. Addition of guillotine doors between side-by-side kennels

3. Medical Suite
a. Adjustments to accommodate larger dogs
In addition to the identified priority areas, the City is responsible for regular capital maintenance of the existing facility and will include re-roofing in coordination with the shelter renovations and project phasing as needed to ensure the least amount of disruption to shelter operations.

ANALYSIS
Solicitation Process:

A Request for Proposal (RFP) was published on February 4, 2026 on OpenGov, the City’s eProcurement platform, and 3,804 vendors were notified. Vendors had 35 days to respond to the RFP. A non-mandatory pre-proposal meeting was held on February 18, 2026, and 29 1 City Council, November 26, 2018; Agenda Item #13; SR 9822; https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=76122&page=1&dbid=0&repo=PaloAlto 2 City Council, October 7, 2019; Agenda Item #15; SR 10605; https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=87963&dbid=0&repo=PaloAlto 3 City Council, February 25, 2019; Agenda Item #11A; SR 10057; https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=87962&dbid=0&repo=PaloAlto&cr=1 4 City Council, March 18, 2024; Agenda Item #8; SR 2402-2596; https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=6447&dbid=0&repo=PaloAlto Item 14
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vendors attended the meeting. The solicitation period was posted for 35 days and 6 proposals were received. The solicitation closed on March 11, 2026.

Table 1: Summary of Request for Proposal
Proposal Description Design and Consultant Services for the Animal Shelter Renovations/RFP 195541
Proposed Length of Project February 4 – March 11, 2026
Number of Vendors Notified 3,804
Number of Proposal Packages Downloaded 72
Total Days to Respond to Bid 35
Pre-Proposal Meeting Yes, Non-Mandatory
Pre-Proposal Meeting Date February 18, 2026
Number of Proposals Received 6
Proposal Price Range $201,500 to $779,500
Public Link to Solicitation https://procurement.opengov.com/portal/paloalto-ca/projects/197093 An evaluation committee, consisting of representatives from the Public Works Engineering Services Division, reviewed the proposals. The committee carefully reviewed each firm’s qualifications and submittal in response to the criteria identified in the RFP. The committee Item 14
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reviewed each firm’s qualifications related to its experience in animal facility design and qualifications of specific staff to be assigned to the project. HDA Architects was selected due to their proposed project approach, past performance on new animal service facilities and remodels of existing shelters, and understanding of the project goals.

Staff recommends the approval of Contract No. C26195541 with HDA Architects, Inc (Attachment A). The contract is divided into three parts, one for each identified priority area, and further broken down into five tasks for each project delivery milestone. This approach provides flexibility when assembling the construction bid package as one package or phased packages for each priority area once the project scopes and budgets are established. Tasks may be combined in order to eliminate repetitive fieldwork, account for accessibility and floodplain considerations early, and reduce conflicts between disciplines among the three priority areas.

Staff will provide prior written authorization to proceed for each task for each identified priority area.

FISCAL/RESOURCE IMPACT
Funding for this contract recommendation is available in the Fiscal Year 2026 Adopted Capital Improvement Budget for the Animal Shelter Renovation Project (PE-19002).

STAKEHOLDER ENGAGEMENT
As part of the new partnership agreement between the City and PIN in March 2024, City staff coordinated with PIN staff to determine the priorities and refine the scope of work for the improvements at the Animal Shelter.

ENVIRONMENTAL REVIEW
The project is a Class 1 Categorical Exemption under the California Environmental Quality Act (CEQA) Guidelines Section 15301(e). The Class 1 exemption covers additions to existing structures provided that the addition will not result in an increase of more than 50 percent of the floor area of the structures before the addition, or 2,500 square feet, whichever is less.

ATTACHMENTS
Attachment A: HDA Architects, Inc., Contract C26195541
APPROVED BY:

Brad Eggleston, Director Public Works/City Engineer
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Professional Services
Rev. Oct 16,2024

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CITY OF PALO ALTO CONTRACT NO. C26195541

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

This Agreement for Professional Services (this “Agreement”) is entered into as of the 15th day of June, 2026 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and HDA ARCHITECTS, INC., a Georgia Corporation, located at 401 Broad Street, Ste. 201, Rome, GA 30161 (“CONSULTANT”).

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

RECITALS
A. CITY intends to renovate the animal shelter (the “Project”) and desires to engage a consultant to provide design services for renovations to the animal shelter located at 3281 E.

Bayshore Road, Palo Alto, CA 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 December 31, 2028 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.

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

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

SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Two Hundred One Thousand Five Hundred Dollars ($201,500). 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 Twenty Thousand One Hundred Fifty Dollars ($20,150) 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 Two Hundred Twenty-One Thousand Six Hundred Fifty Dollars ($221,650), 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.

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:

Siegfried Engineering
Spencer Engineering
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 Susan Wade 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 Brittany Leung, Public Works Department, Engineering Division, 250 Hamilton Avenue, Palo Alto, CA, 94301, Telephone: 650-329-2197. 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 Docusign Envelope ID: DF4B440C-D7BA-82A1-80B8-DDF835FCBB07 Item 14
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Scope of Services.

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

SECTION 16. INDEMNITY.
[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 or at law, the City Manager may terminate this Agreement sooner upon written notice of Docusign Envelope ID: DF4B440C-D7BA-82A1-80B8-DDF835FCBB07 Item 14
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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.

21.2. CONSULTANT further covenants that, in the performance of this Docusign Envelope ID: DF4B440C-D7BA-82A1-80B8-DDF835FCBB07 Item 14
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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. (b) Goods purchased by CONSULTANT on behalf of CITY shall be purchased in Docusign Envelope ID: DF4B440C-D7BA-82A1-80B8-DDF835FCBB07 Item 14
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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).

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 overtime work in this locality for each craft, classification, or type of worker needed to execute Docusign Envelope ID: DF4B440C-D7BA-82A1-80B8-DDF835FCBB07 Item 14
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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.

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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.

29.4. This Agreement, including all exhibits, constitutes the entire and integrated Docusign Envelope ID: DF4B440C-D7BA-82A1-80B8-DDF835FCBB07 Item 14
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agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations, statements and undertakings, either oral or written. This Agreement may be amended only by a written instrument, which is signed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code, as amended from time to time.

29.5. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in full force and effect.

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

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

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

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

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

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

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

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CONTRACT No. C26195541

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
HDA ARCHITECTS, INC.

Officer 1
By: ________________________________
Name: Peter J. Hill, Sr., AIA, NCARB
Title: Founder | President | Principal Architect
Officer 2
By: ________________________________
Name: Blake Brown
Title: Director of Business Development
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EXHIBIT A

SCOPE OF SERVICES
CONSULTANT shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF SERVICES”. Notwithstanding any provision herein to the contrary, CONSULTANT’s duties and services described in this Scope of Services shall not include preparing or assisting CITY with any portion of CITY’s preparation of a request for proposals, request for qualifications, or any other solicitation regarding a subsequent or additional contract with CITY. CITY shall at all times retain responsibility for public contracting, including with respect to any subsequent phase of this project.

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

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

Introduction
For the last fifty years, the City of Palo Alto has operated a full-service animal shelter located at 3281 E. Bayshore Road. The animal services include a spay and neuter clinic, vaccine clinic, and adoption services for all types of animals. In 2024, the City entered into a new private-public partnership with Pets In Need (PIN), which calls for renovations to the existing animal shelter building. The City met with PIN in October 2024 and May 2025 to identify PIN’s renovation priorities in three main areas. The priorities are as follows:

Cat Wing (Small Animal Rooms)
▪ Reconfigure cat rooms
▪ Addition of flexible multi-purpose space for medical assessment and treatments ▪ Addition of dedicated space for small animals
▪ Provide dedicated meet and greet/socialization space
Dog Kennel
▪ Improve air circulation for kennel house
▪ Addition of guillotine doors between side-by-side kennels Medical Suite
▪ Adjustments to accommodate larger dogs
The animal shelter is located in FEMA Flood Zone AE so any design considerations and improvements must also meet flood zone regulations. The City is looking to include re-roofing which would need to be coordinated with the remodel and project phasing as needed.

The Consultant’s basic services for the Animal Shelter Renovations Project consists of five tasks separated for each priority area: Task 1, Site Assessment and Schematic Design; Task 2, Design Development (DD); Task 3, Construction Documents (CD); Task 4, Permitting; and Task 5, Construction Administration.

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Each identified priority area includes specific objectives which are listed under the tasks below.

Scope of Services
The total budget allocated for both design and construction is $2.5 million. This Agreement with the Consultant is to provide design services for the renovation of the existing building, specifically, for the Consultant to determine the scale of the improvements needed to address the stated priorities.

The Consultant’s Basic Services for animal shelter renovation consists of five tasks: Task 1, Site Assessment and Schematic Design; Task 2, Design Development; Task 3, Construction Documents; Task 4, Permitting; and Task 5, Construction Administration.

Each identified priority area includes specific objectives which are listed under the tasks below.

OBJECTIVES FOR THE CAT WING (SMALL ANIMAL ROOMS)
Task 1: Site Assessment & Schematic Design

1.1 Kickoff and Alignment
• Confirm City/PIN operational goals for intake/holding/isolation/meet-and-greet and staff workflow
• Establish decision log: required decisions at schematic vs DD vs CD • Define operational constraints and phasing needs (keep service continuity; define any temporary measures)

1.2 Existing Conditions Verification
• Field verify room dimensions, wall types, door swings, floor drains, slope conditions, ceiling heights, and MEP constraints
• Document cleaning workflow, waste flow, storage needs, and infection-control pinch points
• Identify stress/noise issues and opportunities for improved visibility/control

1.3 Accessibility and Path-of Travel Early Screening
• Use the ADA Transition Plan Report for the Palo Alto Animal Shelter prepared by SZS Consulting Group as a baseline to anticipate exterior/interior accessibility impacts and coordinate with proposed alterations.
• Identify which cat wing alterations may trigger exterior path-of-travel improvements • Flag conflicts early (clearances at doors/corridors, approach slopes, routes to entrances)

1.4 Programming and Adjacencies
• Validate functional needs for:
o Flexible assessment/treatment space
o Dedicated small animal spaces
o Meet-and-greet/socialization
o Staff work/support/storage
• Create adjacency diagrams and workflow map (clean/dirty separation, public/staff/animal circulation)

1.5 Schematic Options
• Develop 2-3 options showing:
o Reconfiguration approach
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o Flexibility/surge capacity
o Cleanability and durability strategy
o Staff and public supervision/safety
• Consultant shall propose four options for locations of the modular building(s) • Identify structural and MEP implications by option

1.6 Schematic Deliverables
• Schematic plans, key room layouts, and finish approach narrative (cleanability/durability)
• Preliminary phasing narrative (how cat wing stays functional or how continuity is maintained)
• Early constraints memo (permit drivers, accessibility triggers, floodplain implications if site work is triggered)
Task 2: Design Development

2.1 Preferred Option Advancement
• Confirm selected schematic direction with City/PIN
• Lock “basis of design” decisions that drive MEP And structural scope

2.2 Detailed Room Planning and Equipment Coordination
• Room-by-room layouts, casework/fixtures, storage, and operational support spaces • Equipment/specialty coordination

2.3 MEP Coordination
• Confirm ventilation and odor-control approach appropriate for small animal health • Coordinate power/data/controls impacts as needed

2.4 Structural Review
• Evaluate impacts of wall modifications/openings and equipment supports

2.5 Accessibility Coordination
• Integrate ADA requirements across disciplines using the Transition Plan baseline as a reference for known barriers/routes
• Confirm interior clearances/turning spaces and any triggered exterior path-of-travel scope

2.6 DD Deliverables
• DD drawings sufficient to define scope, phasing, and permit path • Updated milestone schedule and decision log closure
Task 3: Construction Documents

3.1 CD Plan and Milestone Reviews
• Set CD schedule and City review checkpoints
• Confirm which items are base bid vs alternates (if needed)

3.2 Coordinated Permit/Bid Documents
• Architectural drawings/details/schedules/specs
• MEO sheets
• Structural documents
• Civil/landscape sheets only if triggered by path-of-travel or site impacts

3.3 QA/QC and Constructability
• Multi-discipline coordination checks and internal QA/WC review prior to issue • Phasing detail review for reduction of RFIs/change orders Docusign Envelope ID: DF4B440C-D7BA-82A1-80B8-DDF835FCBB07 Item 14
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Task 4: Permitting

4.1 Submittal Coordination and Comment Resolution
• Prepare and coordinate responses to plan check
• Track comment log and closeout

4.2 Accessibility Documentation
• Document compliant routes, entrances, and accessible elements impacted by alterations (coordinate across disciplines)
Task 5: Construction Administration

5.1 Preconstruction and Kickoff
• Participate in kickoff/site verification and phasing confirmation

5.2 Submittals/RFIs/Field Coordination
• Review submittals, answer RFIs, coordinate discipline responses

5.3 Observations and Punchlist/Closeout
• Periodic observations aligned to the City’s expectations; punchlist and verification • Closeout documentation and record drawing coordination

OBJECTIVES FOR THE DOG KENNEL
Task 1: Site Assessment & Schematic Design
• Confirm performance objectives: air circulation, odor control, temperature control, staff safety
• Document existing ventilation, airflow constraints, controls, and maintenance issues • Identify physical hazards and circulation limitations that may align with known accessibility route issues (breezeway/exterior circulation) • Develop schematic options for ventilation improvements and any kennel modifications Task 2: Design Development
• Advance preferred ventilation strategy: equipment selection concepts, duct routing approach, controls integration
• Confirm phasing plan to keep kennel operations functional where required • Coordinate structural needs for rooftop or wall-mounted equipment supports Task 3: Construction Documents
• Produce coordinated architectural/MEP/structural documents • Detail penetrations, equipment supports, and waterproofing interfaces Task 4: Permitting
• Coordinate permit submittals and resolve review comments Task 5: Construction Administration
• Kickoff and sequencing verification
• Field observation and closeout, focusing on performance verification and commissioningrelated coordination as applicable Docusign Envelope ID: DF4B440C-D7BA-82A1-80B8-DDF835FCBB07 Item 14
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OBJECTIVES FOR THE MEDICAL SUITE
Task 1: Site Assessment & Schematic Design
• Confirm clinical workflow needs and specific constraints for larger dogs • Document existing plumbing, ventilation, electrical, lighting, and infection-control limitations
• Create schematic options improving workflow, durability, cleanability, and staff safety Task 2: Design Development
• Finalize room layout and clinical support requirements • Coordinate MEP impacts and any structural modifications • Confirm phasing and continuity requirements
Task 3: Construction Documents
• Detailed permit-ready drawings/specs and full coordination • Finish/detail strategy appropriate for clinical cleaning protocols Task 4: Permitting
• Support plan check responses and approvals
Task 5: Construction Administration
• Field coordination, observations, and closeout support

SCOPE OF WORK APPLICABLE TO ALL OBJECTIVES/TASKS
The following five tasks detailed below are applicable to all identified prioritized areas listed above. Tasks 1 and 2 will be pursued simultaneously for all identified prioritized areas to minimize fieldwork redundancies and reduce conflicts between disciplines and areas.

Task 1. Site Assessment and Schematic Design

1. Project start-up and programming
a. Consultant to perform assessment of existing conditions of the cat wing, dog kennels, medical suite, and current lobby space to determine size of the improvements needed to meet the above priorities.
b. Consultant shall review record drawings, reports, and studies provided by the City. c. Consultant shall verify information provided by the City to ensure it is updated with current codes.
d. Consultant to consider the use of a modular building(s) for additional square footage to address PIN’s priorities.
e. Consultant and Design Team shall meet with City and PIN representatives (2 meetings at 1 hour each).

2. Prepare schematic design
a. Consultant shall review the Geotechnical Report and site survey provided by the City. b. Consultant shall conduct code analysis and ADA assessment. City of Palo Alto Municipal Code is available online for review at:

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https://codelibrary.amlegal.com/codes/paloalto/latest/paloalto_ca/0-0-0-59235 c. Consultant shall take into account flood zone regulations. d. Consultant shall coordinate design with City and PIN representatives. e. Consultant shall meet with City and PIN (2 meetings at 2 hours each). f. Consultant shall prepare outline specifications and schedule for project. g. Consultant shall submit an electronic schematic design package to the City for review which shall be compromised of the site (plan), architectural (architectural plans, elevations, and sections), structural (basic structural systems), and any relevant supporting material, including material boards.
h. Consultant shall propose four options for locations of the modular building(s).

3. The Consultant shall design and determine a way to keep the cat wing operational throughout the duration of construction.
a. Consultant shall meet with City and PIN to determine specific impacts and needs (1 meeting @ 2 hours)
b. This could be through the following but is not limited to:
i. Construction phasing to maximize the existing cat wing ii. Temporary facilities
iii. Develop and submit a building permit application and all required documents, if needed, for temporary space/facilities.

4. Upon completion of schematic design, Consultant shall provide a schematic-level construction cost estimate for the Project including the temporary space/facilities, if needed. Consultant shall meet with the City and PIN to review the cost estimate and compare it to the construction budget to identify opportunities for enhancement or necessity for value engineering.

5. Consultant shall coordinate and meet with the project team and City Departments, as needed, including Public Works, Fire, Planning, Building, and Utilities.

6. Begin planning Entitlement process and present schematic designs to the City. a. Consultant shall prepare a complete submittal and presentation materials (architectural plans, elevations, and sections as appropriate for the presentation) for a Preliminary Architectural Review Board (ARB) study session and present the schematic design to ARB in-person.

7. Consultant shall assist the City in obtaining ARB approval required for implementation of the work, including reasonable revisions required by ARB and/or Planning. The Consultant shall prepare and procure presentation materials, required drawing sets, material board, and present the schematic design to the City Boards and Commissions. Consultant shall attend all meetings until approval is achieved.

8. Consultant must become familiar with the ARB process and be prepared to provide all materials for both formal and informal submissions, and revise documents as necessary to secure ARB approval.

Task 2. Design Development

1. Prepare design development package
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a. Consultant shall refine and update schematic design drawings in response to comments from ARB and City representatives.
b. Consultant shall develop interior, building, and site details. c. Consultant shall prepare in-progress specifications for projects. d. Consultant shall develop interior/exterior design.
e. Consultant shall prepare interior/exterior product/finish boards. f. Consultant shall develop modular building site plans which include foundation details and utility connections including but not limited to plumbing and electrical.

2. Consultant shall submit an electronic design development package to City for review which shall include the architectural, structural, and building systems drawings, and any relevant drawings and materials.

3. Consultant shall coordinate and meet with project team, as needed, including Public Works, Fire, Planning, Building, and Utilities (fiber optic network, electric, water, gas, and wastewater).

4. Upon completion of design development, Consultant shall provide a design development-level construction cost estimate and a project schedule including time for permits required.

5. Apply for Major ARB approval and present design development packages to the City. a. Consultant shall prepare presentation materials and apply for ARB review (see Major ARB submittal checklist here: https://www.paloalto.gov/files/assets/public/v/2/planning-ampdevelopment-services/file-migration/bc/development-services/development-servicesforms/major-arb-submittal-checklist-10-26-10.pdf). b. Consultant shall submit a PDF version, 10 full-size sets, and 10 half-size sets of the design development packages to the City for ARB review which shall include the architectural, structural, and building systems drawings, and any relevant drawings and materials. c. Consultant shall present the design in-person and obtain approval from City Boards and Commissions. Consultant shall expect 3 meetings at 4 hours each with the staff Design Review Committee (DRC) and 3 meetings at 4 hours each with the ARB.

Task 3. Construction Documents

1. Consultant shall prepare construction documents
a. Consultant shall refine and update design development drawings. b. Consultant shall prepare technical specifications for project in CSI format. c. Consultant shall coordinate and integrate the technical specifications with the City’s General Conditions, Public Works Engineering Standard Drawings and Specifications, and Construction Contract template.
d. Consultant shall refine interior design.
e. Consultant shall develop final interior product/finish/furnishing boards. f. Consultant shall coordinate with the City’s project team.

2. Consultant shall submit electronic sets of the 65% and 95% construction documents package to City for review which shall include the architectural, structural, and building systems drawings, and any relevant drawings, and materials and specifications. Anticipated plan sheets for submittal to the City shall include but not be limited to the following:
a. Title sheet
b. Stage construction plan and notes
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c. Architectural exterior and interior plans, elevation, and finish schedule d. Structural plans and details
e. MEPF plans
f. Typical cross sections
g. Cabinetry, doors, and miscellaneous details

3. Consultant shall provide a 65% and 95% construction document cost estimate and updated project schedules.

Task 4. Permitting

1. Consultant shall assist City in obtaining all building permits, and other permits as applicable, required for implementation of the work.

2. Consultant shall provide final 100% construction documents, estimated timeline, and cost estimate to the City. All drawings shall be delivered to the City in AutoCAD 2013 or later version and PDF formats.

3. Upon completion of construction documents, Consultant shall provide a final construction cost estimate and a final estimated construction timeline for the Project.

Task 5. Construction Administration

1. The Consultant shall provide assistance to City staff (e.g. pre-bid meeting with prospective bidders, issuance of addenda, etc.) during the bidding phase of the project as well as construction phase services to be provided (e.g. attendance to the on-site kick-off meeting, on-site weekly progress meetings, assistance with Requests for Information, review of contractor submittals, review of change order request, periodic construction observation to ensure compliance with design, preparation of record drawings, coordination with City departments and utilities, etc.).

2. The Consultant shall assist the City including but not limited to the following:
a. Review and respond to ASIs, RFIs, COs and other construction documentation and issue required documents within five (5) calendar days upon receiving such document. b. Review and respond to reports as required.
c. Prepare change order documents.
d. Prepare close-out documents including punch lists.
e. Coordinate deferred submittals from other design consultants or contractors. f. Prepare and submit a submittal request list noting specification reference, submittal type, responsible parties, status, and if additional City department review is needed (Utilities, Facilities, etc.).

3. Consultant shall start to prepare as-built plans for the project at construction commencement.

Contractor will complete and deliver to the City all fire-related as-built items within seven (7) calendar days of any Fire Department inspection approval. Consultant shall complete the as-built plans for the project within thirty (30) calendar days from the day the Notice of Completion is sent to the Contractor. As-built plans shall be delivered to the City in both AutoCAD 2013 or later version and PDF formats.

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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.

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

1. Task 1: Site Assessment & Schematic
Design
3 weeks

2. ARB Study Session Summer/Fall 2026 per ARB calendar

3. Task 2: Design Development 7 weeks

4. Task 3: Construction Documents 15 weeks

5. ARB Major Submittal Winter 2027

6. Task 4: Permitting 19 weeks

7. Invitation for Bid 25 weeks

8. Task 5: Construction Administration 165 weeks
Optional Schedule of Performance Provision for On-Call or Additional Services Agreements. (This provision only applies if checked and only applies to on-call agreements per Section 1 or agreements with Additional Services per Section 4.)
The schedule of performance shall be as provided in the approved Task Order, as detailed in Section 1 (Scope of Services) in the case of on-call Services, or as detailed in Section 4 in the case of Additional Services, provided in all cases that the schedule of performance shall fall within the term as provided in Section 2 (Term) of this Agreement.

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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.

BUDGET SCHEDULE

TASK NOT TO EXCEED AMOUNT

CAT WING IMPROVEMENTS
Task 1
(Site Assessment and Schematic Design)
$26,000
Task 2
(Design Development)
$33,600
Task 3
(Construction Documents)
$84,600
Task 4
(Permitting)
$12,000
Task 5
(Construction Administration)
$14,400
Subtotal for Cat Wing Improvements $170,600

DOG KENNEL IMPROVEMENTS
Task 1
(Site Assessment and Schematic Design)
$3,250
Task 2
(Design Development)
$4,200
Task 3
(Construction Documents)
$4,700
Task 4
(Permitting)
$1,500
Task 5
(Construction Administration)
$1,800
Subtotal for Dog Kennel Improvements $15,450

MEDICAL SUITE IMPROVEMENTS
Task 1 $3,250
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(Site Assessment and Schematic Design)
Task 2
(Design Development)
$4,200
Task 3
(Construction Documents)
$4,700
Task 4
(Permitting)
$1,500
Task 5
(Construction Administration)
$1,800
Sub-total for Medical Suite Improvements $15,450
Reimbursable Expenses (if any) $0
Total for Services and Reimbursable Expenses $201,500
Additional Services (if any, per Section 4) $20,150
Maximum Total Compensation $221,650

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 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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CITY COUNCIL
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Planning and Development Services
Meeting Date: June 15, 2026
Report #: 2603-6139
TITLE
Approval of Professional Services Contract Number C26196545 with Michael Baker International (MBI) for $116,000 in FY 2027 and a Not-to Exceed Amount of $464,000 to Provide Administration and Consulting Services for the City’s Community Development Block Grant (CDBG) Program for a Term of Four-Years Through June 2030. CEQA Status: Exempt in Accordance with CEQA Guidelines Section 15061(b)(3).

RECOMMENDATION
Staff recommend that the City Council approve and authorize the City Manager or their designee to execute Contract No. C26196545 with Michael Baker International (MBI) to provide administration and consulting services for the City’s Community Development Block Grant (CDBG) Program for a term of four-years and a total amount-not-to-exceed $464,000.

EXECUTIVE SUMMARY
On January 13, 2026, a Request for Proposals (RFP) was posted on the OpenGov Portal for administration and consulting services for the City’s Community Development Block Grant (CDBG) program. The solicitation period was held for 38 days, with proposals due on February 20, 2026. The City received proposals from three firms: 1) Michael Baker International (MBI) 2), MVN, LLC, and 3) RFM Consulting.

After a thorough review of the proposals, MBI was selected based on their extensive CDBGspecific experience and overall quality of their proposal. MBI addressed all the requirements outlined in the RFP.

BACKGROUND
The CDBG program is a federal program that provides funding to local and state governments for community development activities. The program was created by the Housing and Community Development Act of 1974 and is administered by the Department of Housing and Urban Development (HUD). The primary objective of the CDBG program is to provide affordable Item 15
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housing, improve living conditions, and create economic opportunities for low- and moderateincome households. The program provides grants to eligible communities to support a wide range of activities, including infrastructure development, public facilities and services, and job creation.

The Planning and Development Services Department does not have the staffing resources needed to fully manage the CDBG program. The CDBG program regulations and requirements are complex and require a thorough understanding of federal regulations, program guidelines, and reporting requirements. The consultant administering the program ensures compliance with these requirements, manages the grant budget, and monitors the progress of the funded projects. In addition, the consultant is expected to have knowledge of best practices in community development, including affordable housing development, economic development, and infrastructure improvements.

Since November 2021, the City has been relying on consultant services to administer the CDBG program. Prior to this time, the City had a part-time staff position fulfilling this role augmented with ongoing consultant support. Due to the limited availability of specialized CDBG expertise within the City’s part-time staffing pool, the City transitioned to a consultant-led model to ensure consistent and compliant program administration. MBI assisted the City prior to the departure of the CDBG staff specialist, and the firm has continued to support the City’s CDBG program, and expanded its scope to a comprehensive program management role. Pivoting to professional services also addressed concerns over key person risk as well. With the selection of MBI, administration of the CDBG program will continue uninterrupted.

ANALYSIS
Approval of this contract will provide the City with continuity of services for three-years with an option to extend for a fourth year.

Procurement Process
An RFP for the project was posted on the OpenGov portal, the City’s eProcurement platform.

The solicitation period was for 38 days and closed on February 20, 2026. Staff received three proposals for evaluation.

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Table 1: Summary of Request for Proposal
Proposal Description RFP 196545 CDBG Administration Services Proposed Length of Project 2 Years*
Number of Vendors Notified 3,744
Number of Proposal Packages Downloaded 42
Total Days to Respond to Proposal 38
Pre-Proposal Meeting No
Pre-Proposal Meeting Date NA
Number of Proposals Received 3
Proposal Price Range $6,100 - 240,000
Public Link to Solicitation https://procurement.opengov.com/portal/paloalto-ca/projects/228204 *The RFP listed the anticipated contract term as two years but staff is recommending a four year term.

During the consultant selection process, a heavy emphasis was placed on expertise with CDBG program administration. As noted above, the City relies on a consultant to handle the complex federal regulations and requirements, program guidelines, and reporting requirements to ensure compliance with annual funding allocations and grants. MBI’s proposal met the evaluation criteria identified in the RFP and, following interviews with the top-ranked firms (MBI and MVN, LLC), MBI was identified as the best candidate to assist the City based on its experience with CDBG procedures, consultant team member capacity, and technical expertise in CDBG program administration. MBI has established experience with CDBG administration and submitted a comprehensive proposal that fully addresses service requirements.

A four-year CDBG Administration and Consulting contract provides more continuity and reduces the administrative burden on staff compared to a two-year agreement. With a longer contract term, staff avoid frequent procurement cycles, contract negotiations, and onboarding, allowing more time to focus on program compliance. The CDBG Administration and Consulting contract is funded entirely through CDBG administrative funds and does not impact the City’s General Fund or other local resources. City staff continues to closely manage the contract through regular coordination, work product reviews, and expenditure monitoring to ensure alignment with federal requirements and local priorities.

For additional details on the services to be provided by MBI, please see Attachment A.

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FISCAL/RESOURCE IMPACT
There are no anticipated impacts to the City’s general fund with the approval of this contract. The administration of the CDBG program has historically been funded by the CDBG entitlement grant and this contract with MBI will continue to be funded by the CDBG federal funding as an allowable administrative expense.

The proposed contract would provide CDBG administration services for up to four-years, in an amount not to exceed $464,000. Funding for subsequent years of the contract is subject to the annual appropriation of funds through the annual budget process.

ENVIRONMENTAL REVIEW
The approval of an agreement for administrative and consulting services is exempt from environmental review pursuant to CEQA Guidelines Section 15061(b)(3), the common sense exemption, because it will not result in a direct or reasonably foreseeable indirect physical change in the environment.

ATTACHMENTS
Attachment A: Michael Baker International, Contract C26196545 APPROVED BY:

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CITY OF PALO ALTO CONTRACT NO. C26196545

AGREEMENT FOR PROFESSIONAL SERVICES

BETWEEN THE CITY OF PALO ALTO AND MICHAEL BAKER INTERNATIONAL This Agreement for Professional Services (this “Agreement”) is entered into as of the 1st day of July, 2026 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and MICHAEL BAKER INTERNATIONAL, a Pennsylvania Corporation, located at 100 Airside Drive, Moon Township, PA 15108 (“CONSULTANT”).

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

RECITALS
A. CITY intends to award a contract for administrative services (the “Project”) and desires to engage a consultant to administer services of the United States Department of Housing and Urban Development Block Grant (CDBG) Program in connection with the Project (the “Services”, as detailed more fully in Exhibit A).

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 2. TERM.

The term of this Agreement shall be from the effective date of this agreement through June 30, 2029, with a fourth year renewal option, unless terminated earlier pursuant to Section 19 (Termination) of this Agreement.

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

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Neither party shall be liable for any failure to perform or any impairment to its performance to the extent such failure or impairment is caused by (i) any act of God, fire, flood, natural catastrophe, labor dispute or strike or shortage, national or state emergency, epidemic or pandemic, insurrection, riot, act of terrorism, war, or act of government, and/or (iii) any other event, occurrence or circumstance beyond the reasonable control of either party (each, a “Force Majeure Event”).

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 Sixty Four Thousand Dollars ($464,000). 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 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 following electronic mail address: [email protected]. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice.

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 Docusign Envelope ID: BABA8F04-904D-4DC2-8538-B00A420A4AB0 Item 15
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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 12. SUBCONTRACTING.

Subcontracts Authorized: Notwithstanding Section 11 (Assignment) above, CITY agrees that subcontractors may be used to complete the Services only with prior approval, in writing, including scope of services, cost and performance to be completed within term pursuant to Section 4 of the Agreement.

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 Docusign Envelope ID: BABA8F04-904D-4DC2-8538-B00A420A4AB0 Item 15
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the prior written approval of the City Manager or designee.

SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Lisa Baker, Project Director, Electronic Mail: [email protected] as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day-to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s Project Manager. CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT 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 Coleman Frick, Planning & Development Services Department, 250 Hamilton Ave. Palo Alto, CA, 94301, Telephone: (650) 838-2821, Electronic Mail:
[email protected]. CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time.

SECTION 16. INDEMNITY.

16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all demands, claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and Docusign Envelope ID: BABA8F04-904D-4DC2-8538-B00A420A4AB0 Item 15
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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.

SECTION 18. INSURANCE.

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SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES.

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

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
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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.

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

SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA.

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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. (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.

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 Docusign Envelope ID: BABA8F04-904D-4DC2-8538-B00A420A4AB0 Item 15
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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).

This Project is not a 9204 Public Works Project.

SECTION 28. CONFIDENTIAL INFORMATION.

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

28.2. “Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil Code Section 1798 et seq., as amended from time to time) and materials, in any form or media, tangible or intangible, provided or otherwise made available to CONSULTANT by CITY, 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 Docusign Envelope ID: BABA8F04-904D-4DC2-8538-B00A420A4AB0 Item 15
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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.

28.6. 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.

29.4. 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.

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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.

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

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

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CONTRACT No. C26196545

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

CONSULTANT

MICHAEL BAKER INTERNATIONAL
Officer 1
By: ________________________________
Name: Fareeha Kibriya
Title: Vice President
[email protected]
Officer 2 (Required for Corp. or LLC)
By: ________________________________
Name: Richard Beck
Title: Assistant Secretary
[email protected]
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EXHIBIT A

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

CONSULTANT shall provide professional services for the City’s administration services for the United States Department of Housing and Urban Development's (HUD) Community Development Block Grant (CDBG) Program.

Task 1 - Reporting

1. Prepare and submit the required program plans and certifications to HUD:
a. Annual Action Plan (including FY 2026-27 and FY 2027-28 plan preparation, Human Relations Commission compliance, IDIS submission). b. CAPER (Consolidated Annual Performance and Evaluation Report-FY 25-26; FY 26-27).
c. Substantial Amendments, as needed, limited to one per program year.

2. Develop, implement, and administer eligible CDBG programs and activities.

3. Prepare and implement all public outreach programs and public participation (including public notice) under the CDBG program consistent with the City’s Citizen Participation Plan (CPP).

4. Ensure compliance with the national objectives as required by HUD.

5. Prepare reports in a timely manner to meet HUD/CDBG mandated report submittal dates.

Task 2 - Environmental Review Record (ERR)

1. Review applications and projects for compliance with the National Environmental Policy Act (NEPA)/CDBG Environmental Review Requirements

2. ERR completion for activities approved for Program Years using HUD Environmental Review Online System (HEROS): FY 2026-27 and FY 2027-28 a. Prepare documentation for environmental clearance as required for CDBG projects, including support documents such as completed checklist, technical studies, reference maps, letters from State Historic Preservation Officer (SHPO), and mailing receipts for categorical exemptions.
b. Prepare Categorical Exclusion Subject To (CEST) and Environmental Assessments (EA).
c. Prepare all documents required by the CDBG Program for the City to receive the Authority to Use Grant Funds (AUGF) from HUD.

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Task 3 - Monitoring

1. Fully administer CDBG Entitlement Program.

2. Ensure labor compliance by ensuring public works/improvement projects using CDBG funds comply with CDBG regulations and Section 3 requirements.

3. Ensure labor compliance through project schedule, bid process, pre & post award, employee interviews, and reviewing certified payrolls for compliance with labor standards and prevailing wages for various projects.

4. Coordination and outreach to internal staff to facilitate public improvement programs with Public Works and other City staff.

5. Conduct annual subrecipient programmatic and financial monitoring including: prepare monitoring letters, client file review, monitoring work sessions, technical assistance, follow-up monitoring needs and final monitoring report.

6. Ensure City file management by retaining and organizing City files and providing quarterly file management and annual record transfers.

7. Review bid documents and check for compliance with Section 3, Minority Business Enterprise/ Small Business Enterprise/Women Business Enterprise (MBE/SBE/WBE), Davis-Bacon, Form 4710, and other applicable HUD regulations for Capital Improvement Projects.

8. Consultant shall establish and maintain administrative files that shall be transmitted to the City at the end of the program year or upon request (i.e., fully executed funding agreements, quarterly reimbursement requests/reports, end of year reports, etc.).

9. Update the City’s CDBG policies and procedures as needed.

Task 4 - Financial

1. Complete Subrecipient-Quarterly Reports and Invoice Review to ensure contract and HUD compliance, Annual Subrecipient-Contracts, Manuals/Policies Updates, Monthly Budget, CDBG Drawdown Requests, Integrated Disbursement and Information System (IDIS) Management activity setup and accomplishments.

2. Assist City staff in maintaining information in IDIS.

3. Prepare monthly budgets and provide updates at weekly status meetings.

4. Review and input subrecipient accomplishments based on quarterly reports into IDIS.

5. Assist with the preparation of drawdowns.

6. Provide general CDBG administrative services and subrecipient technical support.

7. Review and process invoices from program subrecipients.

8. Facilitate communication between the City and HUD.

9. Update federal regulations policy/procedure manuals, as necessary.

10. Provide the City with technical assistance regarding regulatory, program, financial compliance to federal laws.

11. Completion and submission of all financial and performance reports required by the program (e.g., monthly, quarterly, annual, close- out, etc.).

12. Prepare all CDBG drawdown requests and will ensure that the City receives participating expenditure reimbursements as expeditiously as possible.

Task 5 - Other Services

1. Complete Unplanned/Substantial Amendment ERR(s)

2. Act as the primary point of contact for the public and City staff for all CDBG program questions.

3. Maintain regular communications with the City’s HUD representative and attend checkDocusign Envelope ID: BABA8F04-904D-4DC2-8538-B00A420A4AB0 Item 15
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in meetings as needed.

4. Prepare staff reports and presentations for public meetings related to the CDBG Program.

5. Attend all CDBG public meetings and provide presentations and respond to program questions at those public meetings.

6. Prepare all CDBG related ad language and submit to the newspaper; City will cover cost of advertising.

7. Assign one primary point-of-contact to work with City staff.

8. Respond to or acknowledge written and verbal inquiries from City staff or members of the public within 24 hours. This includes responses to regulatory, program compliance, and financial questions from City staff and subrecipients.

9. Provide regular updates to the CDBG web page in coordination with City staff.

10. Maintain a shared document for an on-going task list for program management that includes weekly status updates.

11. Meet with City staff for a weekly status check-in as needed.

12. Proactively provide streamlining and process improvement suggestions for administering the CDBG program.

13. Provide detailed monthly invoices noting which staff members are charging time and the associated tasks and respective hours.

Note:

The parties acknowledge that the following tasks are not included in the regular Scope of Work and shall not be performed as part of the administrative services under this Agreement:
• Public improvement or other construction projects not included in the Annual Action Plans that require labor standards compliance and monitoring. • Substantial amendments beyond the single substantial amendment identified in Task 1 - Reporting.
• Environmental review services for projects requiring an Environmental Assessment level of review, or categorical exclusions requiring detailed technical studies (i.e., historic preservation evaluations, floodplain reports, etc.) or reviews for activities not included in the Annual Action Plans.

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EXHIBIT B

TASKS SCHEDULE
Task 1 – Reporting Daily/Ongoing or to be determined by CONSULTANT and CITY’s Project Manager
within terms of Agreement
Task 2 – Environmental Review Record Daily/Ongoing or to be determined by CONSULTANT and CITY’s Project Manager
within terms of Agreement
Task 3 – Monitoring Daily/Ongoing or to be determined by CONSULTANT and CITY’s Project Manager
within terms of Agreement
Task 4 – Financial Daily/Ongoing or to be determined by CONSULTANT and CITY’s Project Manager
within terms of Agreement
Task 5 – Other Services Daily/Ongoing or to be determined by CONSULTANT and CITY’s Project Manager
within terms of Agreement
General Annual Calendar/Activity:

Month Activity
July
Staff assistance with CDBG Program compliance – Monitoring as requested – Subrecipient management – Review/assist with other HUD-funded programs as needed
August
Staff assistance with CDBG Program compliance – Monitoring report complete and uploaded to IDIS – Subrecipient management – Draft CAPER – Review/assist with other HUD-funded programs as needed
September Staff assistance with CDBG Program compliance – Subrecipient management – Final CAPER – Review/assist with other HUD-funded programs as needed October
NOFA preparation – Quarterly draws and reporting – Staff assistance with CDBG Program compliance – CDBG program guidelines – Review/assist with other HUD-funded programs as needed
November Staff assistance with CDBG Program compliance – CDBG program guidelines – Review/assist with other HUD-funded programs as needed
December
Staff assistance with CDBG Program compliance – CDBG program guidelines – Review of construction projects for HUD compliance – Review/assist with other HUD-funded programs as needed
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Month Activity
January
NOFA ends – Review and score applicants – Quarterly draws and reporting – Staff assistance with CDBG Program compliance – CDBG program guidelines – Review of construction projects for HUD compliance – Review/assist with other HUDfunded programs as needed February
HRC Subcommittee selection meeting – Staff assistance with CDBG Program compliance – Review of construction projects for HUD compliance – Review/assist with other HUD-funded programs as needed
March HRC meeting with funding recommendations – Staff assistance with CDBG Program compliance – Review/assist with other HUD-funded programs as needed April
Draft Annual Action Plan – Quarterly draws and reporting – Timeliness test preparation – Staff assistance with CDBG Program compliance – Review/assist with other HUD-funded programs as needed
May Final Annual Action Plan – Staff assistance with CDBG Program compliance – Review/assist with other HUD-funded programs as needed
June Awardee contract drafting – NEPA reviews – Staff assistance with CDBG Program compliance – Review/assist with other HUD-funded programs as needed Docusign Envelope ID: BABA8F04-904D-4DC2-8538-B00A420A4AB0 Item 15
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EXHIBIT C

BUDGET SCHEDULE

TASK NOT TO EXCEED AMOUNT
Task 1
(Reporting)
$36,280.00 / Year
Task 2
(Environmental Review Record)
$13,112.00 / Year
Task 3
(Monitoring)
$25,848.00 / Year
Task 4
(Financial)
$19,270.00 / Year
Task 5
(Other Services)
$19,290.00 / Year
Sub-total for Services $113,800.00 / Year
Reimbursable Expenses (if any) $2,200.00 / Year
Total for Services and Reimbursable Expenses $116,000.00 / Year Additional Services (if any, per Section 4) $0.00
Maximum Compensation per Year $116,000.00 / Year
Total Maximum Compensation (4 Years) $464,000.00

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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
CITY and CONSULTANT may at any time mutually agree to add new position titles, rates, and adjust listed rates so long as the changes do not increase the Not to Exceed compensation amount as specified in Section 4 of the Agreement. CONSULTANT’s schedule of rates is as follows:

Position / Role Hourly Rate
Project Director $259.00
Project Manager $176.00
Senior Environmental Planner $212.00
Environmental Planner $146.00
Housing Planner $87.00
Labor Compliance Specialist $175.00
Labor Compliance Specialist $138.00
Technical / Administrative Support Staff $130.00
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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

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

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.

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

[email protected]
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Planning and Development Services
Meeting Date: June 15, 2026
Report #:2512-5620
TITLE
PUBLIC HEARING / QUASI-JUDICIAL. 929 Laurel Glenn Dr [25PLN-00005]: Adoption of a Record of Land Use Action Approving a Major Site and Design Application for the Construction of a New 6,581-Square-Foot Single-Family Residence and Associated Site Improvements on a Vacant

4.23-Acre Site. CEQA Status: Exempt Per CEQA Guidelines Section 15303. Zoning District: Open Space (OS).

RECOMMENDATION
Staff recommend the City Council:

1. Consider the project exempt pursuant to CEQA Guidelines Section 15303; and

2. Adopt the Record of Land Use Action approving the Major Site and Design Review application for a New Single-Family Residence and Associated Site Improvements on a Vacant lot (Attachment B).

EXECUTIVE SUMMARY
The applicant requests approval of a Major Site and Design Review application for a new twostory residence on a vacant 4.23-acre site in the Open Space (OS) zoning district. Site and Design Review1 provides a process to evaluate development in environmentally and ecologically sensitive areas, ensuring that projects are harmonious with surrounding uses, compatible with environmental objectives, and consistent with the Palo Alto Comprehensive Plan.

Single-family residences in the OS district are reviewed by the Planning and Transportation Commission (PTC), which forwards a recommendation to the City Council. On February 11, 2026, the PTC recommended approval of the project, with conditions, as detailed further in this report.

The project is exempt from the California Environmental Quality Act pursuant to CEQA Guidelines Section 15303.
1 More information about Site and Design reviews is available online from the City’s published zoning code regulations: https://codelibrary.amlegal.com/codes/paloalto/latest/paloalto_ca/0-0-0-79449 Item 16
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BACKGROUND
The proposed project is an application for Major Site and Design Review to construct a new single-family residence on a vacant parcel within the Open Space District. A Location Map is included in Attachment A.

The project consists of the construction of a new two-story, 5,802-square-foot single-family residence with an attached 779-square-foot, three-car garage. Site access is provided by a new 16-foot-wide permeable concrete driveway. Additional site improvements include new concrete masonry and ornamental iron fencing along the front yard, as well as associated landscaping and hardscape improvements surrounding the residence.

The project also includes the removal of 15 existing native oak trees, 14 of which are protected.

Pursuant to the City’s tree replacement requirements, a total of 60 replacement trees are required. Due to the presence of environmentally sensitive biological areas on the site, 30 replacement trees will be planted on-site, while the remaining 30 replacement trees will be satisfied through payment of in-lieu fees in accordance with the City’s Tree Technical Manual.

A detailed project description is provided in Attachment E, and the project plans are included in Attachment F.

Planning and Transportation Commission (PTC) Review
The PTC unanimously recommended approval of the project (6-0-1; Commissioner James absent) at its February 11, 2026, hearing.3,4 The PTC’S motion included the following recommendations:
• That the applicant work with neighboring property owners to ensure that the proposed exterior colors are sufficiently subdued to better camouflage the building and reduce its visual prominence.
• That the applicant comply with the recently adopted Dark Sky Ordinance No. 5692 for exterior lighting and consider measures to minimize light spillage from interior lighting. • That the applicant incorporate bird-safe design measures consistent with the PTC’s recommendations and the Bird-Friendly Design Ordinance.5 (Note: The Bird-Friendly Design Ordinance was approved by Council on March 16, 2026, and, following the second reading, became effective May 7, 2026).

DISCUSSION
Staff reviewed the proposed project for consistency with applicable plans, policies, and regulations, including the Open Space Review Criteria pursuant to PAMC Section 18.28.070 (Attachment B), the Palo Alto Comprehensive Plan. There are no applicable area plans or design 3 Link to February 11, 2026 PTC meeting staff report:
https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=85394&dbid=0&repo=PaloAlto 4 Link to February 11, 2026 PTC meeting summary minutes:
https://cityofpaloalto.primegov.com/Public/CompiledDocument?meetingTemplateId=19282&compileOutputType=1 5 Bird-Friendly Design Ordinance: https://www.paloalto.gov/Departments/Planning-Development-Services/CurrentPlanning/Ordinances-Maps-Guidelines-Standards/Bird-Friendly-Design-Ordinance Item 16
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guidelines for this area. Overall staff finds that the project is consistent with these requirements, as detailed further below.

Comprehensive Plan
The Comprehensive Plan designates the project site as Open Space/Controlled Development.

This land use designation allows for limited development on private properties prioritizing the preservation of open space resources and the natural character of the foothills. Residential densities ranging from 0.1 to 1 dwelling unit per acre are permitted in the Open Space designation, with allowances for additional units where secondary units are permitted. The project proposes one main dwelling unit on a vacant 4.23-acre parcel, consistent with the density allowances. The project utilizes existing infrastructure, including roadway access and utilities, to serve the site.

The proposed residence is designed to minimize impacts on open space resources and maintain compatibility with surrounding natural features, consistent with Goal N-1, which seeks to protect, conserve, and enhance Palo Alto’s open space system:
• The project is consistent with Policies N-1.1, N-1.2, and N-1.3 because development is clustered on the flattest portion of the site, substantial areas of private open space are retained, and removed trees are replaced with native oak species in accordance with the City’s Tree Technical Manual, supporting habitat value, ecological continuity and wildlife habitat.
• The project is consistent with Policies N-1.4, N-1.5, and N-1.6, the residence is sited more than 500 feet from Arastradero Creek, outside riparian corridors, and avoids direct disturbance to creek resources and special-status habitats. Project review ensures construction and operation would not adversely affect sensitive biological resources. • The project aligns with Policies N-1.8 and N-1.9 addressing the natural character of the foothills. The residence is located away from ridgelines and hilltops, oriented parallel to Laurel Glen Drive, and set back approximately 74 feet from the roadway. Building massing follows natural topography, grading is minimized, and access is provided via a rural-style permeable concrete and concrete driveway, reducing visual prominence and impervious surface area. Exterior materials and colors are subdued, exterior lighting is low-intensity and shielded, and existing vegetation, including protected trees, is retained to the extent feasible to ensure the project visually blends with its surroundings.

The proposed development complies with the Comprehensive Plan’s Open Space Review Criteria, as detailed in Attachment B, and is designed to be compatible with the site’s environmental constraints and surrounding context. The project minimizes impacts to open space resources, preserves the natural character of the foothills, and is consistent with the applicable goals and policies of the Palo Alto Comprehensive Plan, as detailed further in the draft Record of Land Use Action (Attachment B).

Zoning Code Consistency
The project site is zoned Open Space (OS). The OS zoning district is intended to preserve open space and natural resources while allowing limited development on private parcels when such Item 16
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development is designed to minimize environmental impacts and maintain compatibility with the surrounding natural setting. As detailed in Attachment C, staff finds the proposed project consistent with the applicable development standards of the OS zoning district, including allowable land use, site design, and environmental performance criteria.

Protected Tree Removals: Title 8 Compliance
The project proposes the removal of 14 protected trees and the planting of 30 new native oak trees. The applicant has submitted the required technical analyses and justifications demonstrating compliance with Title 8 (Tree Regulations) and Chapter 15.04 (California Fire Code) of the Palo Alto Municipal Code. Based on the number, size, and species of trees proposed for removal, the City’s tree replacement standards require a total of 60 replacement trees. Due to the presence of environmentally sensitive biological areas and limited suitable planting locations on the site, 30 replacement trees will be planted on-site, and the remaining 30 replacement trees will be satisfied through payment of in-lieu fees in accordance with the City’s Tree Technical Manual.

In addition, consistent with the biological analysis and the site's suitability for nesting bird habitat, vegetation clearing and tree removal activities shall be avoided during the general avian nesting season (February 1 through August 31) to the extent feasible. If such activities cannot be avoided during the nesting season, a qualified biologist, approved by the City of Palo Alto, shall be retained to conduct pre-construction surveys and monitor construction activities as necessary to ensure compliance with applicable resource protection requirements.

Due to site-specific constraints, staff supports the use of in-lieu replacement fees for some of the trees, as permitted by the Code, in order to preserve sensitive biological areas. The project site is located within a High Fire Hazard Severity Area, which limits tree planting in close proximity to the proposed residence. In addition, a primary open area where tree planting might otherwise occur contains dusky-footed woodrat middens, as well as sensitive habitat associated with the bush monkeyflower scrub vegetation community along the west side of the site and an unnamed drainage at the northeast corner of the biological study area (BSA), as identified in the biological analysis (Attachment F). While these features are not classified as protected resources, they provide important ecological value. The City’s consulting biologist has determined that avoiding tree planting in these areas is preferable from an ecological standpoint.

Response to PTC Recommendations
The PTC included three recommendations for the project, which the applicant has responded to.
• Exterior Colors and Visual Camouflage: The PTC recommended that the applicant work with neighboring property owners to ensure that exterior colors are sufficiently subdued to reduce the building’s visual prominence. Following further coordinate and feedback from the neighbor in response to the PTC’s recommendation, the applicant revised the proposed stucco palette to incorporate muted earth-tone colors designed to blend with the surrounding topography and vegetation.

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• Lighting Ordinance Compliance: The PTC recommended compliance with the recently adopted Ordinance No. 5692 and consideration of interior light spillage. The applicant has revised the lighting plan to include fully shielded, downward-directed fixtures and reduced lumen outputs consistent with the new lighting ordinance requirements. • Bird-Safe Design Measures: The PTC recommended incorporation of bird-safe design measures consistent with the intent of the draft Bird-Friendly Building Ordinance. In particular, the PTC identified large, uninterrupted glass surfaces (e.g., windows W15 and W10, and doors D1, D5, and D6) as potential bird hazards and recommended treatment to reduce reflectivity and transparency. The Commission also emphasized avoiding “flythrough” conditions, particularly at building corners and guardrail locations. Glass guardrails were noted as a higher-risk feature, and the PTC encouraged consideration of alternative materials or bird-friendly treatments, such as cable railings or patterned glazing. In response, the applicant has revised the project to incorporate bird-safe glazing treatments at identified hazard locations (corners) and provided details for guardrail materials that are consistent with bird-safe design principles.

Staff finds that the proposed modifications to the plan to revise the color scheme address the PTC’s recommendation. Though adherence to the lighting and bird safe design ordinances is not required by code as the project was deemed complete prior to adoption, the applicant has modified the lighting in compliance with the City’s recently adopted lighting ordinance9 and incorporated bird-safe treatments on identified hazard areas in response to the PTC’s recommendations. Because these changes were incorporated into the revised plan sets, staff has not incorporated these as conditions of approval.

FISCAL/RESOURCE IMPACT
Processing of this application has no fiscal impact on the City, as the applicant is responsible for all staff and consultant costs through the deposit-based cost recovery program. The project would be required to pay applicable Development Impact Fees, which are currently estimated at $148,650.61. Public art fees and housing impacts fees do not apply as single-family residences are exempt from these fees.

STAKEHOLDER ENGAGEMENT
The Palo Alto Municipal Code requires notice of this public hearing be published in a local paper and mailed to owners and occupants of property within 600 feet of the subject property at least ten days in advance. Notice of a public hearing for this project was published in the Daily Post and postcard mailing occurred on June 5, 2026, which is 10 days in advance of the meeting.

Public Comments
As of the date of this report, no additional public comments on the proposed project have been received beyond those submitted prior to the PTC’s February 11, 2026 hearing (Attachment D). 9 Ordinance 5692 is available online at:
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ENVIRONMENTAL REVIEW
The project has been evaluated in accordance with the California Environmental Quality Act (CEQA), the State CEQA Guidelines, and City environmental regulations. The project qualifies for a Class 3 Categorical Exemption (CEQA Guidelines Section 15303). None of the exceptions listed in CEQA Guidelines Section 15300.2 apply.

ATTACHMENTS
Attachment A: Location Map
Attachment B: Draft Record of Land Use Action
Attachment C: Zoning Comparison Table
Attachment D: Public Comments
Attachment E: Applicant’s Project Description and Supporting Documents Attachment F: Project Plans and CEQA
APPROVED BY:

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ATTACHMENT A

LOCATION MAP
929 LAUREL GLEN DRIVE

CITY OF PALO ALTO

I N C O R P O R A T E D

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P a l o A l t o
T h e C i t y o f
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Palo Alto City CouncilJune 15, 2026

Palo Alto City Council
June 15, 2026