HomeMy WebLinkAbout2020-02-10 City Council Agenda PacketCity Council
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Monday, February 10, 2020
Regular Meeting
Council Chambers
6:00 PM
Agenda posted according to PAMC Section 2.04.070. Supporting materials are available in
the Council Chambers on the Thursday 11 days preceding the meeting.
PUBLIC COMMENT
Members of the public may speak to agendized items; up to three minutes per speaker, to be determined by the presiding officer. If you wish to address the Council on any issue that is on this agenda, please complete a speaker
request card located on the table at the entrance to the Council Chambers, and deliver it to the City Clerk prior to
discussion of the item. You are not required to give your name on the speaker card in order to speak to the Council, but it is very helpful. Public comment may be addressed to the full City Council via email at City.Council@cityofpaloalto.org.
TIME ESTIMATES Time estimates are provided as part of the Council's effort to manage its time at Council meetings. Listed times
are estimates only and are subject to change at any time, including while the meeting is in progress.
The Council reserves the right to use more or less time on any item, to change the order of items and/or to continue items to another meeting. Particular items may be heard before or after the time estimated on the agenda. This may occur in order to best manage the time at a meeting or to adapt to the participation of the
public. To ensure participation in a particular item, we suggest arriving at the beginning of the meeting and
remaining until the item is called.
HEARINGS REQUIRED BY LAW
Applicants and/or appellants may have up to ten minutes at the outset of the public discussion to make their
remarks and up to three minutes for concluding remarks after other members of the public have spoken.
Call to Order
Special Orders of the Day 6:00-6:15 PM
1.Proclamation Honoring the 100th Anniversary of the League of
Women Voters of Palo Alto
2.Recognition of the Firefighters who Responded to the Sonoma County
and Ventura County Fires in 2019
Closed Session 6:15-7:45 PM
Public Comments: Members of the public may speak to the Closed Session item(s); three minutes per speaker.
3.CONFERENCE WITH CITY ATTORNEY-EXISTING LITIGATION
Subject: ABG-PACT Owner v. City of Palo Alto et al.
Santa Clara County Superior Court, Case No. 19cv352355
Authority: Government Code Section 54956.9 (d)(1)
2 February 10, 2020
MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA
PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE.
DURING NORMAL BUSINESS HOURS.
4.CONFERENCE WITH CITY ATTORNEY-EXISTING LITIGATION
Subject: Written Liability Claim Against the City of Palo Alto
By Julio Arevalo (Claim No. C19-0112)
Authority: Government Code Section 54956.9 (e)(3)
Agenda Changes, Additions and Deletions
Oral Communications 7:45-8:00 PM
Members of the public may speak to any item NOT on the agenda. Council reserves the right to limit the duration of
Oral Communications period to 30 minutes.
Minutes Approval 8:00-8:05 PM
5.Approval of Action Minutes for the January 27, 2020 Council Meeting
Consent Calendar 8:05-8:10 PM
Items will be voted on in one motion unless removed from the calendar by three Council Members.
6.Approval of two Professional Services Agreements for On-call
Construction Inspection Services for Water, Gas, Wastewater
Collection, and Electric Utility Capital Improvement Projects With: 1)
4Leaf, Inc. (C20176888A) for a Not-to-Exceed Amount of $2,000,000;
and 2) Park Engineering, Inc. (C20176888B) for a Not-to-Exceed
Amount of $1,000,000, for a Total Not-to-Exceed Amount of
$3,000,000 for up to Five Years
7.Approval of Amendment Number 2 to Contract Number S16163447
With Brad Horak Consulting for Public Safety Network and Wireless
Consulting Services to Increase the Amount by $40,000 for a new
Not-to-Exceed Amount of $140,000
8.Adoption of an Ordinance Dedicating 0.64 Acres of Land Adjacent to
3350 Birch Street to Become Part of Boulware Park
9.Adoption of a Resolution Amending the Administrative Penalty
Schedule to add Penalties Related to Planned Community (PC)
Ordinance Number 5069/Title 18 (Zoning)
City Manager Comments 8:10-8:20 PM
Action Items
Include: Reports of Committees/Commissions, Ordinances and Resolutions, Public Hearings, Reports of Officials,
Unfinished Business and Council Matters. 8:20-8:30 PM
10.TEFRA HEARING Regarding Conduit Financing for Palo Alto Housing
Corporation, on Behalf of the Wilton ECR, L.P. Project Located at
3703-3709 El Camino Real, Palo Alto; and Approving the Issuance of
MEMO
Q&A
Q&A
3 February 10, 2020
MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA
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Revenue Bonds by the California Municipal Finance Authority for the
Purpose of Financing the Acquisition, Development, Construction and
Equipping of a 59-unit Multifamily Rental Housing Facility for Low-
income Households and Other Matters Relating Thereto
8:30-9:30 PM
11.Council Appointed Officers’ Committee Recommendation That Council
Discuss and Accept the Report “Internal Auditing Practices: City of Palo
Alto Relative to Industry Practices” and Provide Direction on Next
Steps (Continued From January 21, 2020)
9:30-10:00 PM
12.Review the Preferred Alternative Concept Plan for San Antonio Road
and East Charleston Road Intersection and Direct Staff to Initiate and
Complete Final Design Plans, Environmental Analysis, Specifications
and Estimates for Construction
10:00-10:15 PM
13.Adoption of a Resolution Scheduling the City Council Summer Break
and Winter Closure for 2020
Council Member Questions, Comments and Announcements
Members of the public may not speak to the item(s)
Adjournment
AMERICANS WITH DISABILITY ACT (ADA)
Persons with disabilities who require auxiliary aids or services in using City facilities, services or programs or who would like information on the City’s compliance with the Americans with Disabilities Act (ADA) of 1990, may contact (650) 329-2550 (Voice) 24 hours in advance.
Q&A
4 February 10, 2020
MATERIALS RELATED TO AN ITEM ON THIS AGENDA SUBMITTED TO THE CITY COUNCIL AFTER DISTRIBUTION OF THE AGENDA
PACKET ARE AVAILABLE FOR PUBLIC INSPECTION IN THE CITY CLERK’S OFFICE AT PALO ALTO CITY HALL, 250 HAMILTON AVE.
DURING NORMAL BUSINESS HOURS.
Additional Information
Standing Committee Meetings
Schedule of Meetings
Schedule of Meetings
Tentative Agenda
Tentative Agenda
Informational Report
2020 Sustainability and Climate Action Plan Update (S/CAP)
City of Palo Alto Investment Activity Report for the Second Quarter, Fiscal
Year 2020
Public Letters to Council
Set 1 Set 2
City of Palo Alto (ID # 11064)
City Council Staff Report
Report Type: Special Orders of the Day Meeting Date: 2/10/2020
City of Palo Alto Page 1
Summary Title: Proclamation for League of Women Voters of Palo Alto
Title: Proclamation Honoring the 100th Anniversary of the League of Women
Voters of Palo Alto
From: City Manager
Lead Department: City Clerk
Attachments:
• Attachment A: League of Women Voters 100th Anniversary
______________________________
Adrian Fine
Mayor
Proclamation
Celebrating The 100th Anniversary of the
League of Women Voters of the United States
WHEREAS, the League of Women Voters was founded in 1920 as a “mighty political experiment” by the
foremothers of the suffragist movement at the National American Woman Suffrage Association; and
WHEREAS, their goal was to help the 20 million women who were granted the right to vote by the 19th
Amendment understand and carry out their new responsibility as voters; and
WHEREAS, with the success of this effort and the tireless efforts over the last 100 years to strengthen and
uphold its mission to empower voters and defend democracy, the League has become a trusted nonpartisan,
grassroots organization; and
WHEREAS, the League has sponsored legislation and fought in the courts to protect and strengthen voting
rights and access, and for free and fair elections, civil rights, children, community health, and education; and
WHEREAS, the League has consistently been noted for its nonpartisan election information, including
sponsorship of candidate forums and information on state and local ballot issues, as well as its commitment to
register, educate, and mobilize voters; and
WHEREAS, the League champions government systems that are open, transparent, inclusive, and
equitable; and
WHEREAS, the League believes that active and engaged citizens, irrespective of gender, ethnicity, or
political affiliation, are the hallmark of democracy.
NOW, THEREFORE, I, Adrian Fine, Mayor of the City of Palo Alto, on behalf of the entire City Council
do hereby proclaim February 14, 2020 as League of Women Voters Day in the City of Palo Alto. We honor and
congratulate the League of Women Voters on its 100th Anniversary and commend the League for its significant
contributions to empowering voters and making democracy work.
Presented: February 10, 2020
CITY OF PALO ALTO OFFICE OF THE CITY CLERK
February 10, 2020
The Honorable City Council
Attention: Finance Committee
Palo Alto, California
Approval of Action Minutes for the January 27, 2020 Council Meeting
Staff is requesting Council review and approve the attached Action Minutes.
ATTACHMENTS:
• Attachment A: 01-27-20 DRAFT Action Minutes (PDF)
Department Head: Beth Minor, City Clerk
Page 2
CITY OF PALO ALTO CITY COUNCIL
DRAFT ACTION MINUTES
Page 1 of 6
Special Meeting
January 27, 2020
The City Council of the City of Palo Alto met on this date in the Council
Chambers at 6:03 P.M.
Present: Cormack, Filseth, Fine, Kniss, Kou; Tanaka arrived at 6:07 P.M.
Absent: DuBois
Closed Session
1. CONFERENCE WITH CITY ATTORNEY-POTENTIAL LITIGATION
Subject: Implementation of California Assembly Bill 5 Effective
January 1, 2020, Regarding Worker Classification
Authority: Potential Exposure to Litigation Under Government Code
Section 54956.9(d)(2) (Multiple Potential Cases, as Defendant).
MOTION: Council Member Kniss moved, seconded by Council Member Filseth
to go into Closed Session.
MOTION PASSED: 5-0 DuBois, Tanaka absent
Council went into Closed Session at 6:04 P.M.
Council returned from Closed Session at 7:05 P.M.
Mayor Fine announced no reportable action.
Minutes Approval
2. Approval of Action Minutes for the January 13, 2020 Council Meeting.
MOTION: Council Member Kniss moved, seconded by Council Member
Cormack to approve the Action Minutes for the January 13, 2020 Council
Meeting.
MOTION PASSED: 6-0 DuBois absent
Consent Calendar
MOTION: Council Member Kniss moved, seconded by Council Member
Cormack to approve Agenda Item Numbers 3-10.
DRAFT ACTION MINUTES
Page 2 of 6
City Council Meeting
Draft Action Minutes: 01/27/2020
3. QUASI-JUDICIAL: Deny Appeal by Crown Castle and Uphold the
Director's Decisions to Deny Wireless Communication Facilities on Wood
Utility Poles in the Public Right of Way (For Lease to Verizon, Known as
Crown Castle Cluster 3) in six Locations Within the Downtown North
Neighborhood [File 17PLN-00450], Zoned Public Facilities. Locations are
Adjacent to These Zones/Addresses: RM-30 (205 Everett/251 Emerson,
243 Hawthorne, and 258 Waverley); RM-D (NP) (482 Everett and 301
Bryant); RM-15 (201 High). The Project is Exempt From the Provisions
of the California Environmental Quality Act (CEQA) in Accordance With
Public Resources Code Section 21080.
4. Review and Acceptance of the Annual Status Report on Development
Impact Fees for Fiscal Year 2019.
5. Finance Committee Recommends the City Council: 1) Approve the Fiscal
Year (FY) 2019 Comprehensive Annual Financial Report (CAFR); 2)
Approve Amendments to the FY 2019 Budget in Various Funds; 3)
Approve Recommended use of Excess General Fund Budget Stabilization
Reserve Funds; and 4) Accept Macias Gini and O'Connell's Audit of the
City of Palo Alto's Financial Statements as of June 30, 2019, and
Management Letter.
6. Resolution 9878 Entitled, “Resolution of the Council of the City of Palo
Alto for the City of Palo Alto to Participate With the City of Sunnyvale in
the Planning and Development of Cost Estimates for Potential Future
use of the Sunnyvale Materials Recovery and Transfer Station (SMaRT
Station) for Processing Solid Waste.”
7. Policy and Services Committee and Staff Recommend the City Council
Accept the Status Updates of the Audits of: 1) Citywide Cash Handling
and Travel Expense; 2) Cable Franchise and Public Education and
Government (PEG) Access Fees; 3) Continuous Monitoring: Overtime;
and 4) Continuous Monitoring: Payments.
8. Authorization to Amend the Existing Legal Service Agreement With the
Law Firm of Colantuono, Highsmith & Whatley, PC (Contract
S17167696) to Increase the Contract Amount by an Additional
$125,000, Bringing the new Not-to-Exceed Amount of the Contract to
$295,000, and Increase the Term by one Year; and to Approve a Budget
Amendment in the General Fund.
9. Authorization to Increase the Existing Legal Services Agreement
(Contract S18170470) With Meyers Nave, a Professional Law
Corporation by an Additional $15,000 for a Total Not-to-Exceed Amount
of $205,000 and to Extend the Term to March 30, 2020.
DRAFT ACTION MINUTES
Page 3 of 6
City Council Meeting
Draft Action Minutes: 01/27/2020
10. Authorization to Amend the Existing Agreement for Litigation Defense
Services With the Law Firm of Jarvis, Fay & Gibson (Contract
S15159508) to Increase the Contract Amount by an Additional $125,000
for a Total Not-to-Exceed Amount of $820,000; and Approve a Budget
Amendment in the General Fund.
MOTION PASSED: 6-0 DuBois absent
City Manager Comments
11. City Manager’s Year in Review.
NO ACTION TAKEN
Action Items
12. Staff Update and Council Consideration Regarding Polling Results,
Analysis, and Public Outreach and Potential Direction Regarding a
Possible Local Tax Ballot Measure for the 2020 Election.
Council took a break at 8:37 P.M. and returned at 8:49 P.M.
MOTION: Council Member Tanaka moved, seconded by Council Member
Kniss to direct Staff to develop a potential local tax ballot measure including
but not limited to:
A. Business Tax by Employee Headcount;
B. Tiered tax rate; and
C. A specific Tax.
INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE
MAKER AND SECONDER to add to the Motion Part C. “…related to
transportation.
INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE
MAKER AND SECONDER to add to the Motion Part C. “…and housing.”
INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE
MAKER AND SECONDER to add to the Motion a new Part D “consider an
escalator as a preference.”
INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE
MAKER AND SECONDER to add to the Motion a new Part E “Online and
administratively easy filing available, including having some ability to enforce
the filings.”
DRAFT ACTION MINUTES
Page 4 of 6
City Council Meeting
Draft Action Minutes: 01/27/2020
INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE
MAKER AND SECONDER to add to the Motion a new Part F. “Direct Staff to
do a fiscal impact study.”
INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE
MAKER AND SECONDER to add to the Motion as new Part G. “0.5 percent of
the General Fund.”
MOTION AS AMENDED RESTATED: Council Member Tanaka moved,
seconded by Council Member Kniss to direct Staff to develop a potential local
tax ballot measure including, but not limited to:
A. Business Tax by Employee Headcount;
B. Tiered tax rate;
C. A specific tax related to transportation and housing;
D. Consider an escalator as a preference;
E. Online and administratively easy filing available, including having some
ability to enforce the filings;
F. Direct Staff to do a fiscal impact study; and
G. 0.5 percent of the General Fund.
SUBSITUTE MOTION: Council Member Cormack moved, seconded by
Council Member Filseth to direct Staff to develop a potential local tax ballot
measure including, but not limited to:
A. General Business Tax based on Employee Headcount;
B. Raises approximately $10 million per year;
C. Used for transportation projects and services;
D. Tiers with no additional exemptions that charges small businesses a flat
minimal amount; and
E. Includes an annual reporting requirement and an escalator clause.
INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE
MAKER AND SECONDER to add to the Substitute Motion a new Part F “direct
Staff to do a fiscal impact study.”
DRAFT ACTION MINUTES
Page 5 of 6
City Council Meeting
Draft Action Minutes: 01/27/2020
INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE
MAKER AND SECONDER to add to the Substitute Motion a new Part G. “bring
this back to Council directly.”
INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE
MAKER AND SECONDER to add to the Substitute Motion Part C. “…or
transportation and affordable housing.”
INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE
MAKER AND SECONDER to amend the Substitute Motion Part F. to state
“direct staff to study fiscal and business impacts through the stakeholder
engagement process.”
INCORPORATED INTO THE MOTION WITH THE CONSENT OF THE
MAKER AND SECONDER add to the Substitute Motion Part F. “…and
recommend an economic development program”
SUBTITUTE MOTION AS AMENDED RESTATED: Council Member Cormack
moved, seconded by Council Member Filseth to direct Staff to develop a
potential local tax ballot measure including, but not limited to:
A. General Business Tax based on Employee Headcount;
B. Raises approximately $10 million per year;
C. Used for transportation projects and services or transportation and
affordable housing;
D. Tiers with no additional exemptions that charges small businesses a flat
minimal amount;
E. Includes an annual reporting requirement and an escalator clause;
F. Direct Staff to study fiscal and business impacts through the stakeholder
engagement process, and recommend an economic development
program; and
G. Bring this back to City Council directly.
SUBSTITUTE MOTION AS AMENDED PASSED: 4-2 Kniss, Tanaka no,
DuBois absent
13. Approval of: 1) Agreement Between the City of Palo Alto Representing
the Cable Joint Powers and Midpeninsula Community Media Center, Inc.
for Public, Education, and Government Access (PEG) Channel Support
Services; 2) Memorandum of Understanding (MOU) Between the Cable
DRAFT ACTION MINUTES
Page 6 of 6
City Council Meeting
Draft Action Minutes: 01/27/2020
Joint Powers Covering the use of PEG Fees; 3) Contribution Agreement
With Midpeninsula Community Media Center, Inc. in the Amount of
$511,536, Equivalent to PEG Fees Used for Council Chambers Upgrade
Project; and 4) Amendment to the Fiscal Year 2020 Budget
Appropriation in the Technology Fund.
MOTION: Mayor Fine moved, seconded by Council Member Kniss to:
A. Approve a five-year agreement between the City of Palo Alto,
representing the Cable Joint Powers (cities of Palo Alto, East Palo Alto,
and Menlo Park, the Town of Atherton and portions of San Mateo and
Santa Clara counties), and Midpeninsula Community Media Center, Inc.,
for public, education, and government (PEG) access channel support
services;
B. Approve and authorize the City Manager to execute a Memorandum of
Understanding (MOU) between the Cable Joint Powers covering the use
of PEG support fees paid by Comcast, AT&T, and any other State
Franchisee;
C. Approve and authorize the City Manager to execute a contribution
agreement between the City of Palo Alto and the Midpeninsula
Community Media Center, Inc., in the amount of $511,536, equivalent
to the amount in PEG support fees to be expended by the City on the
Council Chambers Upgrade project;
D. Amend the Fiscal Year 2020 Budget Appropriation Ordinance for the
Technology Fund by:
i. Recognizing $511,536 in Revenue from Other Agency for the City
Council Chambers Upgrade (TE-19001) capital project; and
ii. Appropriating $511,536 for Inter-Agency Expenses for Media
Center operations.
MOTION PASSED: 6-0 DuBois absent
State/Federal Legislation Update/Action
None.
Adjournment: The meeting was adjourned at 10:49 P.M.
City of Palo Alto (ID # 10878)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 2/10/2020
City of Palo Alto Page 1
Summary Title: On-Call Inspection Services Contract
Title: Approval of two Professional Services Agreements for On-call
Construction Inspection Services for Water, Gas, Wastewater Collection, and
Electric Utility Capital Improvement Projects with: 1) 4Le af, Inc.
(C20176888A) for a Not-to-Exceed Amount of $2,000,000, and 2) Park
Engineering, Inc. (C20176888B) for a Not-to-Exceed Amount of $1,000,000,
for a Total Not-to-Exceed Amount of $3,000,000 for up to Five Years
From: City Manager
Lead Department: Utilities
Recommendation
Staff recommends that Council approve and authorize the City Manager or designee to execute
the two attached professional services agreements: 1) with 4Leaf, Inc. (Attachment A), for a
not-to-exceed amount of $2,000,000, and 2) with Park Engineering, Inc. (Attachment B), for a
not-to-exceed amount of $1,000,000; each for a five (5) year term, for a total not-to-exceed
amount of $3,000,000 for professional on-call construction inspection services for Water, Gas,
Wastewater, and Electrical Improvement Projects through 2025.
Background
The City of Palo Alto owns, operates, and maintains its water, natural gas, and electrical
distribution systems, and its wastewater collection system. Continued improvements to each
utility through capital improvement projects ensure the continued reliability and resiliency of
each system while enhancing operational safety.
Each utility capital improvement project requires the use of construction inspection services to
ensure the work is completed in accordance with Federal, State, and Municipal requirements,
record drawings of the utility improvements to update the City’s Geographic Information
System (GIS) are created and, collaboration with Utility project managers is achieved in order to
ensure the successful delivery of projects.
The development of record drawings of utility improvements is crucial to the construction of
future projects, as the collected information will be used for future designs, and by the City’s
City of Palo Alto Page 2
Underground Service Alert to identify City-owned utilities to mitigate excavation damage during
construction activities while maintaining safety in the area.
Utility capital improvement projects are traditionally inspected by City staff. However, at times
the Utilities Department sees an increase in project workload, such that City staff resources are
not enough to cover all inspection requirements. For example, the current and upcoming
project workload includes Gas Service Replacement Project FY19, Cross Bore Verification
Program Phase II FY 2020 – FY 2021, Sanitary Sewer Rehabilitation Project 28B, Sanitary Sewer
Rehabilitation Project 29, Water Main Replacement Project 27, Gas Main Replacement Project
23, Water Reservoir Storage Tank Upgrade and Rebuild Projects, Colorado Power Station
Equipment Upgrade Capital Project, Installation of Advanced Metering Infrastructure Upgrades,
and miscellaneous private development projects that involve the installation of utilities in the
City’s right-of-way. These projects may require additional inspectors or inspectors with specific
expertise, such as in water storage tanks.
The availability of on-call inspection services will allow the Utilities Department flexibility to add
resources to efficiently manage workload, uphold a high level of service, and utilize expertise
on complex projects.
Discussion
In August 2016, City Council approved a contract for On-Call Inspection Services (Council
Report ID # 6989). That contract is set to expire by the end of February 2020.
To maintain the availability of on-call inspectors, the City issued a Request for Proposals (RFP
#176888) on October 7, 2019, seeking inspection services for water, natural gas, wastewater,
and electrical capital improvement projects.
A total of 1,921 vendors were notified in the City’s electronic procurement system, PlanetBids.
At the end of the advertisement period, the City received four proposals. One of the proposals
received by Energy Experts International was deemed non-responsive under Palo Alto
Municipal Code Section 2.30.440 (3)(b), because the submitted proposal was missing required
documentation.
After reviewing and discussing the proposals, staff determined that 4Leaf, Inc., and Park
Engineering, Inc. have the expertise and experience necessary to perform the work. Moving
forward with agreements with both companies will allow a smooth transition from the current
on-call inspection contract that is set to expire at the end of February 2020.
Staff checked references supplied by the contractors for previous work performed and found all
to be satisfactory.
City of Palo Alto Page 3
Summary of Solicitation Process:
Proposal Title On-Call Construction Inspection Services for Utilities
Proposal Number 176888
Proposed Length of Project 5 Years
Number of Notices sent to
Vendors via City’s
eProcurement System
(PlanetBids)
1,921
Number of RFP Packages
Downloaded by Firms
22
Total Days to Respond to
Proposal
30 Calendar Days
Pre-Proposal Teleconference October 16, 2019
Number of Company Attendees
at Pre-proposal Meeting
5
Number of Proposals Received: 4
Range of Cost Proposals From $52.08 / hour to $147.00 / hour
Company Name Location (City, State)
Park Engineering, Inc. 372 Village Square, Orinda, CA 94563
Apex Testing 1790 Yosemite Avenue, San Francisco, CA 94124
4Leaf, Inc. 2126 Rheem Drive, Pleasanton, CA 94588
Energy Experts
International
555 Twin Dolphin Drive, Suite 150, Redwood City, California
94065
The staff rates received were between $52.08 per hour to $147.00 per hour. These rates are
consistent with the rates received for the past agreement established in 2016 which were
between $75 per hour and $137 per hour. The slightly higher rates can be attributed to
inflation.
Resource Impact
No resource impact is anticipated at this time. Funding for this contract will be used as needed
and is subject to the annual appropriation of applicable project funds.
Policy Implications
The approval of this professional services agreement is consistent with existing City goals,
policies and plans including:
Utilities Strategic Plan
Priority 1: Workforce
Strategy 3: Evaluate and consider alternative workforce solutions to achieve organizational
business objectives:
City of Palo Alto Page 4
Action 2: Determine the potential for projects and/or functions to be effectively
outsourced while continuing to meet organizational needs and objectives.
Action 3: Consider developing a hybrid workforce of full-time employees and non-
benefitted staff.
Stakeholder Engagement
With the current On-Call Inspection services expiration contract expiring in February 2020, the
Utilities Divisions of Water, Gas, Wastewater and Electric discussed establishing a new
agreement. It was agreed among the Utilities Divisions that the availability of on-call staffing
resources would be crucial to meet increases in project workload.
The selection criteria were agreed upon after several internal meetings and provided to the
Purchasing Department. An evaluation panel was established to select firms who were best
suited for the agreement. The received proposals were assessed by the panel and the results
were discussed internally prior to moving forward with the recommendation to award
agreements to multiple firms. Each of the Utilities Divisions concurred with the outcome of the
panel’s evaluation.
No additional outreach was necessary.
Environmental Review
The Council’s approval of these construction inspection services contracts does not meet the
definition of a project under Public Resources Code Sec. 21065, so California Environmental
Quality Act (“CEQA”) review is not required. According to CEQA Guidelines Sec. 15378, a
project does not include organizational or administrative activities of governments that will not
result in direct or indirect physical changes in the environment. In the alternative, approval of
the attached contracts is categorically exempt from the California Environmental Quality Act
(CEQA) pursuant to CEQA Guidelines section 15309 (Inspections).
Attachments:
• Attachment A: C20176888A With 4Leaf
• Attachment B: C20176888B With Park Engineering
Professional Services Rev. April 27, 2018 1
CITY OF PALO ALTO CONTRACT NO. C20176888A
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND 4LEAF, INC. FOR PROFESSIONAL SERVICES
This Agreement is entered into on this 10th day of December, 2019, (“Agreement”)
by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and 4LEAF, INC., a California Corporation, located at 2126 Rheem Drive, Pleasanton CA 94588 ("CONSULTANT").
RECITALS The following recitals are a substantive portion of this Agreement. A. CITY intends to solicit on-call inspection services for electrical, water, gas and wastewater
(“Project”) and desires to engage a consultant to provide services in connection with the Project
(“Services”). B. CONSULTANT has represented that it has 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”, attached to and made a part of this Agreement. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in
this Agreement, the parties agree:
AGREEMENT SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at
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.)
Services will be authorized by CITY, as needed, with a Task Order assigned and approved by
CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-1. Each Task Order shall designate a CITY Project Manager and shall contain a specific scope of work, a specific schedule of performance and a specific compensation amount. The total price of all Task Orders issued under this Agreement shall not exceed the amount of Compensation set
forth in Section 4 of this Agreement. CONSULTANT shall only be compensated for work
performed under an authorized Task Order and CITY may elect, but is not required, to authorize work up to the maximum compensation amount set forth in Section 4.
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SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through February 28, 2025
unless terminated earlier pursuant to Section 19 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”, attached to and made
a part of this Agreement. 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 described in Exhibit “A” (“Basic Services”), and reimbursable expenses, shall not exceed Two Million Dollars ($2,000,000). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. The
applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “HOURLY RATE
SCHEDULE,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount 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 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing 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 payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City’s project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses 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
subconsultants, if permitted, 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.
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All of the 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. 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. 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 ten percent (10%) of CITY’s stated construction budget, 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. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act
as and be an independent contractor and not an agent or employee of CITY.
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 consent of the city manager. Consent to one
assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING.
Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee.
Option B: Subcontracts Authorized: Notwithstanding Section 11 above, CITY agrees that
subconsultants may be used to complete the Services. The subconsultants authorized by CITY to perform work on this Project are:
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CONSULTANT shall be responsible for directing the work of any subconsultants and for any compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning
compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a
subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Tricia Baxter as
the Project Manager to have supervisory responsibility for the performance, progress, and
execution of the Services and to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any other key personnel for any reason, the appointment of a substitute project director 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
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 Project or a threat to the safety of persons or property.
CITY’s project manager is Aaron Perkins, Utilities Department, 1007 Elwell Court, Palo Alto, CA
94304, Telephone: (650) 566-4521. The 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. Upon delivery, all work product, including
without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement 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 pursuant to this Agreement shall
be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other
intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by
the scope of work.
SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and
retain such records for at least three (3) years after the expiration or earlier termination of this
Agreement. SECTION 16. INDEMNITY.
16.1. To the fullest extent permitted by law, CONSULTANT shall protect,
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 attorneys fees, experts fees, court costs and
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disbursements (“Claims”) that 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.
16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party.
16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any
covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law.
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". 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 concurrent-
ly 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,
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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. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services. 19.2. CONSULTANT may terminate this Agreement or suspend its performance
of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event
of a substantial failure of performance by CITY. 19.3. Upon such suspension or termination, CONSULTANT shall deliver to the City Manager immediately any and all copies of studies, sketches, drawings, computations, and
other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or
given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY. 19.4. Upon such suspension or termination by CITY, CONSULTANT will be
paid for the Services rendered or materials delivered to CITY in accordance with the scope of
services on or before the effective date (i.e., 10 days after giving 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 which are of direct and immediate benefit to CITY as such
determination may be 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, 19.4, 20, and 25. 19.5. 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. 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
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To CONSULTANT: Attention of Gene Barry, P.E., Vice President at the address of CONSULTANT recited above
SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which
would conflict in any manner or degree with the performance of the Services.
21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons 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. 21.3. If the Project Manager determines that CONSULTANT is a “Consultant”
as that term is defined by the Regulations of the Fair Political Practices Commission,
CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act. SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section
2.30.510, 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. 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, incorporated by reference and may be 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
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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 Division’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 it may be 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 25.1. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code. 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. CONSULTANT is not
required to pay prevailing wages in the performance and implementation of the Project in
accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more than $15,000.
OR 26.1. CONSULTANT is required to pay general prevailing wages as defined in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and
Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the
Labor Code of the State of California, the City Council 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 the contract for this Project from the Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the
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Purchasing Division’s office of the City of Palo Alto. CONSULTANT shall provide a copy of prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage
rates as a minimum. CONSULTANT shall comply with the provisions of all sections, including,
but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages. 26.2. CONSULTANT shall comply with the requirements of Exhibit “E” for any
contract for public works construction, alteration, demolition, repair or maintenance. SECTION 27. MISCELLANEOUS PROVISIONS.
27.1. This Agreement will be governed by the laws of the State of California.
27.2. 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.
27.3. 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.
27.4. 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.
27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties.
27.6. 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. 27.7. All exhibits referred to in this Agreement and any addenda, appendices,
attachments, and schedules to this Agreement which, from time to time, may be referred to in any
duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement. 27.8. In the event of a conflict between the terms of this Agreement and the
exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of
any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control. 27.9. If, pursuant to this contract with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d)
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about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable and appropriate security procedures to protect that Personal Information, and shall inform City
immediately upon learning that there has been a breach in the security of the system or in the
security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City’s express written consent.
27.10. All unchecked boxes do not apply to this Agreement. 27.11. 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.
27.12. This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement.
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CONTRACT No. C20176888A SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives
executed this Agreement on the date first above written.
CITY OF PALO ALTO
____________________________
City Manager
APPROVED AS TO FORM:
__________________________
City Attorney or designee
4LEAF, INC. Officer 1
By:
Name: Gene Barry, PE
Title: Vice President
Officer 2
By:
Name: Kevin Duggan
Title: Secretary
Attachments: EXHIBIT “A”: SCOPE OF SERVICES
EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER (for on-call contracts only)
EXHIBIT “B”: SCHEDULE OF PERFORMANCE EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS
EXHIBIT “E”: DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS
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EXHIBIT “A” SCOPE OF SERVICES
I. Overview
Consultant shall provide professional services for field inspection of City’s capital improvement
projects and/or private development projects. Projects will involve overhead/underground electrical,
fiber optic, water, gas, or wastewater utilities. General duties may include, but are not limited to the
following oversight of utility infrastructure installation by various methods per design drawings,
specifications and utility standards; construction management; project or schedule coordination;
compliance to safety requirements and approved traffic control plans; communication with City staff,
contractor, customers, and the public; preparation of record drawings, construction daily reports, and
other pertinent documents. The consultant shall provide personnel with a strong background and
experience in electric, fiber optic, water, gas, or wastewater construction practices and standards, which
will be dependent on the assigned utility and/or project.
Inspection services will be provided on an “as requested” basis. It is expected that the
inspector(s) will be responsible for successfully completing a background check (Live Scan) within 5
business days from the request for services. Upon successful completion of the background check, it is
expected the inspector(s) will be available on-site in Palo Alto within 48 hours after successful
completion of a background check. Inspection services will be required during regular working hours
between 7am-5pm; however, work may be needed night and/or day, on weekends, holidays and/or on a
split shift basis. Workweeks may be more than or less than the standard 40-hour work week. The
consultant will be compensated for the actual hours the field inspector works as requested by each
Project Manager/Engineer.
The City makes no guarantee as to the actual amount of services to be requested under any
resulting inspection services contract.
II. General Work Description
The Field Inspector shall inspect new overhead and underground utility installations,
alterations, and repairs to ensure compliance with the plans, specifications, standards, and
codes.
The Field Inspector’s responsibilities include, but are not limited to the following items listed below.
Additional specific requirements, qualifications and deliverables are listed in sections III through V of this
Scope of Services:
A. Performs duties described in CPAU Inspector Checklist.
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B. Attends pre-construction conference with the project team that will typically include City staff,
the contractor and subcontractors, utility companies, and other interested parties.
C. Maintains a daily log of construction project activity and incidents, tracks job status and submits
progress reports as required.
o Once construction has begun, the assigned Consultant Inspector will perform on-site
inspections to check the quality and quantity of the work performed by all trades and
guard the City against defects and deficiencies in the work by the contractor.
o As necessary, Consultant’s Inspector will inspect construction means, methods,
techniques, and sequences to evaluate the contractor's compliance with the intent of
the construction documents and/or City’s Standards and recommend necessary
remedial action to the contractor as required.
D. Ensures that all applicable utility rules, codes, and safety regulations are complied with.
E. Ensures all facilities are constructed in accordance with applicable plans, specifications and
CPAU Utility Standards.
o As necessary, Consultant’s Inspector will inspect construction means, methods,
techniques, and sequences to evaluate the contractor's compliance with the intent of the
construction documents and /or City Standards and recommend necessary remedial
action to the contractor. Progress photos will be taken, and daily inspection reports will
be prepared using the report format required or requested by the City.
o The information on the daily reports will include but not be limited to weather, shift
hours, traffic controls that are in place (both vehicular and pedestrian), stormwater
erosion control measure conditions, detail and location of work activities, labor and
equipment hours, work complete, quantities, and other related information and
discussions. Information on the daily reports will allow for the review of the contractor’s
costs of work in a manner similar to force account, and equipment will be identified
sufficiently to determine applicable rental rates and operators minimum wage.
F. Ensures contractor complies with all required water pollution mitigation control measures.
G. Notifies contractors and the City’s project Engineer of non-compliance with the contract plans,
specifications and CPAU Utility Standards on the same day of discovery.
H. Reports and documents safety, compliance infractions, and unsafe work procedures in real time.
I. Prepares inspection documentation (e.g., daily work reports, quantity verification, notification
check lists, service orders) for development of progress payments for the project construction
contractor.
J. Assists in preparing punch lists of uncompleted work, non-conformance reports, and deficiency
notices.
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K. If requested by the City, Consultant will meet with City staff to discuss utilizing any existing City
change order tracking systems that are currently in place as well as suggest protocols for use on
the project.
L. Consultant will provide the City with assurance that the contractor is not presenting requests for
change orders that are already included in the original scope of the contract. If requested by the
City, Consultant’s Inspector will meet face-to-face with the contractor’s representative to gather
more information on the nature of the potential change order. Consultant will notify the City
when the Consultant becomes aware that the contractor plans to submit a change order request.
M. Certifies as to the acceptability of each project upon its completion.
N. As requested by the City, Consultant’s Construction Inspector will assist during the post-
construction and contract closeout phases including the physical closeout, document closeout,
and fiscal closeout.
o Physical closeout consists of a series of inspections performed to document that
the work is complete to one of two levels: (1) Substantial Completion – when
work, or a designated portion of the work, is sufficiently complete that the client
or the public may utilize it; or (2) Final Completion – acceptance by the client
that the project is completed in full. Applicable certificates will be issued at each
stage of completion, and punch lists will be updated during each inspection.
o Document closeout is the process of assembling and transferring the required
contract files from Consultant to the City when the contract is complete.
Documents typically include project correspondence, progress pay estimates,
work change directives, daily construction reports, extra work reports, contract
change orders, and labor and equipment records. Consultant will provide hard
copies and electronic copies of the project documents to the City. Consultant’s
Inspector will compare the contractor’s “as-builts” to their as-builts and will
submit drawings to the designer of record.
o Fiscal closeout includes the review of contract administration (submittal log, RFI
log, punch lists, etc.), accounting, and financial functions to confirm they are
coordinated with physical closeout functions to ensure that no outstanding
financial liability is present after the final payments / retentions are made to the
contractor.
O. Conducts and generates agenda minutes of weekly field meetings.
P. As required or requested by the City, Consultant’s Inspector will attend all meetings including the
weekly progress meetings, periodic meetings with the City, as well as any additional stakeholder
meetings that may be necessary to successfully complete the project.
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o The weekly progress meeting will be used to review the contractor’s 3-week look ahead
schedule (highlighting critical project activities, operations, and necessary coordination),
open issues, status of submittals and open RFIs, deficient work, SWPPP concerns, and
safety concerns.
Q. Documents installed work on the as built/record drawings daily (This may include the use of GPS
equipment for data acquisition) and submits documentation as requested.
R. Documents project status with photographs and keeps project folders updated.
S. Conducts site safety inspections and works with the construction contractor at the start of
projects on an “as-needed” basis.
T. Acts as the liaison between City staff, contractor, utility customers, and the public.
o Consultant’s Inspector will coordinate with the City, business and property owners along
the project route as well as the contractor so that businesses and residences are notified
in advance when any work along their driveway entrances are scheduled.
o Inspector to provide sufficient notification to businesses and property owners of
upcoming work and work hours, and ensure the contractor performs the work when
scheduled.
U. Consultant’s Inspector will continuously monitor the contractor’s traffic control measures and
ensure they are in place before the start of each workday, maintained throughout the workday,
and in place at the end of each workday. This will include ensuring the contractor provides all the
required notification signage and the appropriate number of flagmen. If necessary, Consultant
will request police patrol to enforce safe traffic speeds during construction throughout the project
limits.
V. Coordinates the schedule between the contractor, Operations staff, City Departments, transit
companies, and outside agencies as needed.
III. Construction Standards
A. Electric/Fiber Optic:
Field Inspections shall be in accordance with the following:
1. The most recent City of Palo Alto Utilities (CPAU) Electric Construction Standards manual;
2. CPAU Electric Service Requirements manual;
3. CPAU Safety Rules manual;
4. CPAU plans, permits and other documents governing the construction of the project;
5. California Public Utilities Commission (CPUC) General Orders 95 & 128,
6. rules for construction and maintenance of overhead and underground electric supply and
communication systems.
B. Water-Gas-Wastewater:
Field Inspections shall be in accordance with the following:
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1. The most recent City of Palo Alto Utility (CPAU) Standards for Water, Gas, and Wastewater
construction;
2. Applicable rules for construction from the Department of Public Health regulations governing
water pipeline installation;
3. Applicable Department of Transportation, Title 49, Code of Federal Regulations Part 192
regulations governing natural gas pipeline installations;
4. CPAU Safety Rules manual;
5. CPAU plans, permits and other documents governing the construction of the project.
IV. Field Inspector Qualifications
A. The Electrical/Fiber Optic Field Inspector assigned to work on CPAU’s Projects shall have a
minimum of 10 years’ experience working for an Investor Owned Electric Utility and/or a
Municipal Public Utility in the areas of overhead and underground construction, maintenance,
and inspection with an in-depth knowledge of CPUC General Orders 95, 128, & 168. The Field
Inspector shall have the ability to make sound decisions and to communicate with others and to
assimilate and understand information in a manner consistent with the essential job functions.
The Consultant’s personnel shall maintain the physical condition appropriate to the performance
of the assigned duties which may include, but not limited to walking or standing for extended
periods of time.
B. The Water, Gas, or Wastewater Field Inspector assigned to work on CPAU’s Projects shall have a
minimum of 10 years’ experience working for an Investor Owned Utility and/or a Municipal
Public Utility in the areas of distribution or transmission of water, natural gas, or wastewater
systems. The Field Inspector must have a thorough understanding of underground construction
practices as it relates to the installation, rehabilitation, maintenance and inspection of water,
gas, and wastewater pipelines. The Field Inspector shall have the ability to make sound decisions
and to communicate with others and to assimilate and understand information in a manner
consistent with the essential job functions.
For natural gas pipeline projects, the Field Inspector must successfully pass all required Operator
Qualification exams, administered by the City of Palo Alto. The Consultant’s personnel shall
maintain the physical condition appropriate to the performance of the assigned duties which
may include walking or standing for extended periods of time.
C. Personnel qualifications and staffing levels for City projects shall be subject to the approval of
the City’s assigned Project Engineer. It is expected that the Consultant provide experienced
personnel corresponding to the Utility project inspection request based on the qualifications
outlined above. The Project Engineer shall reserve the right to review the resume and interview
any new proposed consultant personnel for City projects. References of inspection experience
shall be available for all staff and may be requested at any time during the Contract.
V. Documentation and Deliverables
The Field Inspector shall maintain a daily journal/diary for each day the inspector performs work on
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the project. The contents of the diary shall consist of brief, accurate statements of progress and
conditions encountered during the prosecution of the work. A construction daily report shall be
produced by field inspector and given to the City’s assigned Project Engineer on a daily basis and will
become a part of the permanent project record. The Field Inspector shall record field conditions of
the construction site in daily work reports, photos, and associated drawings on a weekly basis. The
final as-built drawings must be reviewed and approved by the Project Engineer weekly.
Any safety violations and inspections infractions found are to be communicated to the City and
Contractor in real time as they are discovered.
Once a week an electronic effort summary report (web-based or in MS Word or MS Excel format)
shall be sent to the Project Engineer summarizing job highlights to the consultant’s work hours, a
general description of work performed, and any infractions found.
Consultant will submit a monthly Budget Analysis Report with each monthly invoice. These reports
will be updated monthly and submitted to the City’s designated Project Manager. The frequency of
reporting and content of each report will be discussed in detail with City staff following contract
award. The general content of the report is outlined as follows:
• Original Budget Amount
• Percent Complete
• Percent Expended
• Percent of Project Completed
• Amount Invoiced to Date
• Remaining Budget to Date
• Pertinent Comments
• Dates Performed
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EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER
Consultant hereby agrees to perform the work 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 the Agreement by this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below.
CONTRACT NO. ISSUE DATE Purchase Requisition No. 1A. MASTER AGREEMENT NUMBER 1B. TASK ORDER NO. 2. CONSULTANT 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $__________________ BALANCE REMAINING IN MASTER AGREEMENT $__________________________________ 5. BUDGET CODE: _______________ COST CENTER_________________ COST ELEMENT______________ WBS/CIP___ _______PHASE___ 6. CITY PROJECT MANAGER’S NAME/DEPARTMENT_________________________________________ 7. DESCRIPTION OF SCOPE OF SERVICES MUST INCLUDE:
WORK TO BE PERFORMED
SCHEDULE OF WORK
BASIS FOR PAYMENT & FEE SCHEDULE
DELIVERABLES
REIMBURSABLES (with “not to exceed” cost) 8. ATTACHMENTS: A: Scope of Services B: __________________________________ ----------------------------------------------------------------------------------------------------------------------------------- I hereby authorize the performance of I hereby acknowledge receipt and acceptance the work described above in this Task Order. of this Task Order and warrant that I have authority to sign on behalf of Consultant. APPROVED: APPROVED: CITY OF PALO ALTO COMPANY NAME: ______________________ BY:__________________________________ BY:____________________________________ Name ________________________________ Name __________________________________ Title_________________________________ Title___________________________________ Date _________________________________ Date ___________________________________
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EXHIBIT “B” SCHEDULE OF PERFORMANCE
(NOT APPLICABLE for On-Call Services)
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EXHIBIT “C” COMPENSATION
The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this 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, additional services, and reimbursable expenses shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services and
Additional Services, including reimbursable expenses, 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 The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses.
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 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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EXHIBIT “C-1” SCHEDULE OF RATES
Notes:
(a) The number of hours for the various tasks cannot be estimated at this time for an on-call contract.
(b) Rates for prevailing wage categories are subject to annual escalations in accordance with the bi-
annual wage determinations from the California DIR. Rates based on California DIR’s wage
determinations dated August 2019.
(c) Hourly rates are fully-burdened rates and no travel time will be billed by staff for daily travel to the
project site.
(d) Night Time work – work begun after 5 PM or before 6 AM (1.125 x hourly rate).
(e) Overtime Work (over 8 hours M – F or 1st 8 hours on Saturdays (1.5 x hourly rate).
(f) Double Time Work (over 8 hours on Saturdays or all hours on Sundays and Holidays (2 x hourly rate).
1 The compensation to be paid to CONSULTANT under this Agreement for all services, additional services, and
reimbursable expenses shall not exceed the amount(s) stated in Section 4 of this Agreement. 2 The compensation to be paid to CONSULTANT under this Agreement for all services, additional services, and
reimbursable expenses shall not exceed the amount(s) stated in Section 4 of this Agreement.
Scope Labor Categories Hourly Rate (b) (c)
(d)
Task 1 – Electrical Inspections.
Electrical Inspector –
Regular Time
$151.00
Electrical Inspector – Night Time (e)
$169.88
Electrical Inspector – Overtime (f)
$226.50
Electrical Inspector –
Double Time (g)
$302.00
Electrical Inspector Apprentice – Regular Time
(h)
$92.00
TOTAL NOT TO EXCEED, TASK 1 TBD1
$Task 2 – Water (potable / recycled), Wastewater, and Natural Gas Pipeline Inspections.
Construction Inspector – Regular Time $147.00
Construction Inspector – Night Time (e) $165.38
Construction Inspector –
Over Time (f)
$220.50
Construction Inspector – Double Time (f) $294.00
Public Works Inspector Apprentice – Regular Time
(g)
$92.00
TOTAL NOT TO EXCEED, TASK 2 TBD2
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EXHIBIT “D” 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 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 CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT
THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS
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Professional Services Rev. April 27, 2018 3
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.
VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL:
HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569
OR
HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP
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EXHIBIT “E” DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS
This Exhibit shall apply only to a contract for public works construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement with CONSULTANT without proof that CONSULTANT and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work,
subject to limited exceptions. City requires CONSULTANT and its listed subcontractors to
comply with the requirements of SB 854. CITY provides notice to CONSULTANT of the requirements of California Labor Code section 1771.1(a), which reads:
“A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an
unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and
Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.”
CITY gives notice to CONSULTANT and its listed subcontractors that CONSULTANT is
required to post all job site notices prescribed by law or regulation and CONSULTANT is subject to SB 854-compliance monitoring and enforcement by DIR. CITY requires CONSULTANT and its listed subcontractors to comply with the requirements of
Labor Code section 1776, including:
Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively,
CONSULTANT and its listed subcontractors, in connection with the Project.
The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of CONSULTANT and its listed subcontractors, respectively.
At the request of CITY, acting by its project manager, CONSULTANT and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of CITY’s request.
DocuSign Envelope ID: DD58C18D-1F18-4EC2-A6E9-AB69E343161A
Certificate Of Completion
Envelope Id: DD58C18D1F184EC2A6E9AB69E343161A Status: Completed
Subject: Please DocuSign: C20176888A 4Leaf - final.pdf
Source Envelope:
Document Pages: 24 Signatures: 2 Envelope Originator:
Certificate Pages: 2 Initials: 0 Terry Loo
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
Terry.Loo@CityofPaloAlto.org
IP Address: 199.33.32.254
Record Tracking
Status: Original
1/15/2020 7:36:20 AM
Holder: Terry Loo
Terry.Loo@CityofPaloAlto.org
Location: DocuSign
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Signer Events Signature Timestamp
Gene Barry
gbarry@4leafinc.com
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 96.90.210.139
Sent: 1/15/2020 7:40:32 AM
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Signed: 1/15/2020 12:08:19 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Kevin Duggan
kduggan@4leafinc.com
President
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Using IP Address: 96.90.210.139
Signed using mobile
Sent: 1/15/2020 12:08:21 PM
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Signed: 1/15/2020 12:12:33 PM
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Aaron Perkins
Aaron.Perkins@CityofPaloAlto.org
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Sent: 1/15/2020 12:12:34 PM
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Tabatha Boatwright
tabatha.boatwright@cityofpaloalto.org
Administrative Associate III
City of Palo Alto
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(None)
Sent: 1/15/2020 12:12:36 PM
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Professional Services Rev. April 27, 2018 1
CITY OF PALO ALTO CONTRACT NO. C20176888B
AGREEMENT BETWEEN THE CITY OF PALO ALTO AND PARK ENGINEERING, INC. FOR PROFESSIONAL SERVICES
This Agreement is entered into on this 10th day of December, 2019, (“Agreement”) by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and PARK ENGINEERING, INC., a California Corporation, located at 372 Village Square, Orinda CA 94563 ("CONSULTANT").
RECITALS The following recitals are a substantive portion of this Agreement.
A. CITY intends to solicit on-call inspection services for electrical, water, gas and wastewater
(“Project”) and desires to engage a consultant to provide services in connection with the Project (“Services”). B. CONSULTANT has represented that it has 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”, attached to and made a part of this Agreement.
NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in
this Agreement, the parties agree: AGREEMENT
SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described at
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.)
Services will be authorized by CITY, as needed, with a Task Order assigned and approved by CITY’s Project Manager. Each Task Order shall be in substantially the same form as Exhibit A-1. Each Task Order shall designate a CITY Project Manager and shall contain a specific scope of work, a specific schedule of performance and a specific compensation amount. The total price of
all Task Orders issued under this Agreement shall not exceed the amount of Compensation set
forth in Section 4 of this Agreement. CONSULTANT shall only be compensated for work performed under an authorized Task Order and CITY may elect, but is not required, to authorize work up to the maximum compensation amount set forth in Section 4.
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Professional Services Rev. April 27, 2018 2
SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through February 28, 2025
unless terminated earlier pursuant to Section 19 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”, attached to and made
a part of this Agreement. 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 described in Exhibit “A” (“Basic Services”), and reimbursable expenses, shall not exceed Once Million Dollars ($1,000,000). CONSULTANT agrees to complete all Basic Services, including reimbursable expenses, within this amount. The
applicable rates and schedule of payment are set out at Exhibit “C-1”, entitled “HOURLY RATE
SCHEDULE,” which is attached to and made a part of this Agreement. Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount 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 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the services performed and the applicable charges (including an identification of personnel who performed the services, hours worked, hourly rates, and reimbursable expenses), based upon the CONSULTANT’s billing 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 payment requests shall be subject to verification by CITY. CONSULTANT shall send all invoices to the City’s project manager at the address specified in Section 13 below. The City will generally process and pay invoices within thirty (30) days of receipt.
SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All of the Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it possesses 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
subconsultants, if permitted, 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.
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Professional Services Rev. April 27, 2018 3
All of the 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. 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. 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 ten percent (10%) of CITY’s stated construction budget, 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. It is understood and agreed that in performing the Services under this Agreement CONSULTANT, and any person employed by or contracted with CONSULTANT to furnish labor and/or materials under this Agreement, shall act
as and be an independent contractor and not an agent or employee of CITY.
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 consent of the city manager. Consent to one
assignment will not be deemed to be consent to any subsequent assignment. Any assignment made without the approval of the city manager will be void. SECTION 12. SUBCONTRACTING.
Option A: No Subcontractor: CONSULTANT shall not subcontract any portion of the work to be performed under this Agreement without the prior written authorization of the city manager or designee.
Option B: Subcontracts Authorized: Notwithstanding Section 11 above, CITY agrees that
subconsultants may be used to complete the Services. The subconsultants authorized by CITY to perform work on this Project are:
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Zoon Engineering 3960 Adeline Street #3,
Emeryville, CA 94608
(510) 338-6434 Contact: Craig Parmley
CONSULTANT shall be responsible for directing the work of any subconsultants and for any
compensation due to subconsultants. CITY assumes no responsibility whatsoever concerning compensation. CONSULTANT shall be fully responsible to CITY for all acts and omissions of a subconsultant. CONSULTANT shall change or add subconsultants only with the prior approval of the city manager or his designee.
SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Jaemin Park as the Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and to represent CONSULTANT during the day-to-day work on the Project. If circumstances cause the substitution of the project director, project coordinator, or any
other key personnel for any reason, the appointment of a substitute project director 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 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 Project or a threat to the safety of
persons or property.
CITY’s project manager is Aaron Perkins, Utilities Department, 1007 Elwell Court, Palo Alto, CA 94304, Telephone: (650) 566-4521. The 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. Upon delivery, all work product, including without limitation, all writings, drawings, plans, reports, specifications, calculations, documents, other materials and copyright interests developed under this Agreement 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 pursuant to this Agreement shall be vested in CITY, and CONSULTANT waives and relinquishes all claims to copyright or other intellectual property rights in favor of the CITY. Neither CONSULTANT nor its contractors, if any, shall make any of such materials available to any individual or organization without the prior
written approval of the City Manager or designee. CONSULTANT makes no representation of
the suitability of the work product for use in or application to circumstances not contemplated by the scope of work. SECTION 15. AUDITS. CONSULTANT will permit CITY to audit, at any reasonable time
during the term of this Agreement and for three (3) years thereafter, CONSULTANT’s records
pertaining to matters covered by this Agreement. CONSULTANT further agrees to maintain and retain such records for at least three (3) years after the expiration or earlier termination of this Agreement.
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SECTION 16. INDEMNITY.
16.1. To the fullest extent permitted by law, CONSULTANT shall protect,
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 attorneys fees, experts fees, court costs and
disbursements (“Claims”) that 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. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to
require CONSULTANT to indemnify an Indemnified Party from Claims arising from the active
negligence, sole negligence or willful misconduct of an Indemnified Party. 16.3. The acceptance of CONSULTANT’s services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive
the expiration or early termination of this Agreement.
SECTION 17. WAIVERS. The waiver by either party of any breach or violation of any covenant, term, condition or provision of this Agreement, or of the provisions of any ordinance or law, will not be deemed to be a waiver of any other term, covenant, condition, provisions,
ordinance or law, or of any subsequent breach or violation of the same or of any other term,
covenant, condition, provision, ordinance or law. 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". 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 concurrent-ly 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
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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. Upon receipt of such notice, CONSULTANT will immediately discontinue its performance of the Services.
19.2. CONSULTANT may terminate this Agreement or suspend its performance of the Services by giving thirty (30) days prior written notice thereof to CITY, but only in the event of a substantial failure of performance by CITY.
19.3. Upon such suspension or termination, CONSULTANT shall deliver to the
City Manager immediately any and all copies of studies, sketches, drawings, computations, and other data, whether or not completed, prepared by CONSULTANT or its contractors, if any, or given to CONSULTANT or its contractors, if any, in connection with this Agreement. Such materials will become the property of CITY.
19.4. Upon such suspension or termination by CITY, CONSULTANT will be paid for the Services rendered or materials delivered to CITY in accordance with the scope of services on or before the effective date (i.e., 10 days after giving 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 which are of direct and immediate benefit to CITY as such determination may be 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, 19.4, 20, and 25.
19.5. 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. 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
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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 director
at the address of CONSULTANT recited above
SECTION 21. CONFLICT OF INTEREST. 21.1. In accepting this Agreement, CONSULTANT covenants that it presently
has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which
would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subconsultants, contractors or persons 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.
21.3. If the Project Manager determines that CONSULTANT is a “Consultant”
as that term is defined by the Regulations of the Fair Political Practices Commission, CONSULTANT shall be required and agrees to file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act.
SECTION 22. NONDISCRIMINATION. As set forth in Palo Alto Municipal Code section
2.30.510, 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.
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, incorporated by reference and may be 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,
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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 Division’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 it may be 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 25.1. This Agreement is subject to the fiscal provisions of the Charter of the City
of Palo Alto and the Palo Alto Municipal Code. 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. CONSULTANT is not
required to pay prevailing wages in the performance and implementation of the Project in accordance with SB 7 if the contract is not a public works contract, if the contract does not include a public works construction project of more than $25,000, or the contract does not include a public works alteration, demolition, repair, or maintenance (collectively, ‘improvement’) project of more
than $15,000.
OR 26.1. CONSULTANT is required to pay general prevailing wages as defined
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in Subchapter 3, Title 8 of the California Code of Regulations and Section 16000 et seq. and Section 1773.1 of the California Labor Code. Pursuant to the provisions of Section 1773 of the
Labor Code of the State of California, the City Council 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 the contract for this Project from the Director of the Department of Industrial Relations (“DIR”). Copies of these rates may be obtained at the Purchasing Division’s office of the City of Palo Alto. CONSULTANT shall provide a copy of
prevailing wage rates to any staff or subcontractor hired, and shall pay the adopted prevailing wage
rates as a minimum. CONSULTANT shall comply with the provisions of all sections, including, but not limited to, Sections 1775, 1776, 1777.5, 1782, 1810, and 1813, of the Labor Code pertaining to prevailing wages.
26.2. CONSULTANT shall comply with the requirements of Exhibit “E” for any
contract for public works construction, alteration, demolition, repair or maintenance. SECTION 27. MISCELLANEOUS PROVISIONS.
27.1. This Agreement will be governed by the laws of the State of California. 27.2. 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.
27.3. 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. 27.4. 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.
27.5. The covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators, assignees, and consultants of the parties.
27.6. 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.
27.7. All exhibits referred to in this Agreement and any addenda, appendices,
attachments, and schedules to this Agreement which, from time to time, may be referred to in any duly executed amendment hereto are by such reference incorporated in this Agreement and will be deemed to be a part of this Agreement.
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27.8. In the event of a conflict between the terms of this Agreement and the exhibits hereto or CONSULTANT’s proposal (if any), the Agreement shall control. In the case of
any conflict between the exhibits hereto and CONSULTANT’s proposal, the exhibits shall control.
27.9. If, pursuant to this contract with CONSULTANT, CITY shares with CONSULTANT personal information as defined in California Civil Code section 1798.81.5(d) about a California resident (“Personal Information”), CONSULTANT shall maintain reasonable
and appropriate security procedures to protect that Personal Information, and shall inform City
immediately upon learning that there has been a breach in the security of the system or in the security of the Personal Information. CONSULTANT shall not use Personal Information for direct marketing purposes without City’s express written consent. 27.10. All unchecked boxes do not apply to this Agreement. 27.11. 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.
27.12. This Agreement may be signed in multiple counterparts, which shall, when executed by all the parties, constitute a single binding agreement.
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CONTRACT No. C20176888B SIGNATURE PAGE
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives
executed this Agreement on the date first above written.
CITY OF PALO ALTO
____________________________
City Manager
APPROVED AS TO FORM:
__________________________
City Attorney or designee
PARK NEGINEERING, INC. Officer 1
By:
Name: Stephen Patterson
Title: Vice President
Officer 2
By:
Name: Jaemin Park
Title: President/CFO
Attachments: EXHIBIT “A”: SCOPE OF SERVICES
EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER (for on-call contracts only)
EXHIBIT “B”: SCHEDULE OF PERFORMANCE EXHIBIT “C”: COMPENSATION EXHIBIT “C-1”: SCHEDULE OF RATES EXHIBIT “D”: INSURANCE REQUIREMENTS
EXHIBIT “E”: DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS
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EXHIBIT “A” SCOPE OF SERVICES
I. Overview
Consultant shall provide professional services for field inspection of City’s capital improvement
projects and/or private development projects. Projects will involve overhead/underground electrical,
fiber optic, water, gas, or wastewater utilities. General duties may include, but are not limited to the
following oversight of utility infrastructure installation by various methods per design drawings,
specifications and utility standards; construction management; project or schedule coordination;
compliance to safety requirements and approved traffic control plans; communication with City staff,
contractor, customers, and the public; preparation of record drawings, construction daily reports, and
other pertinent documents. The consultant shall provide personnel with a strong background and
experience in electric, fiber optic, water, gas, or wastewater construction practices and standards, which
will be dependent on the assigned utility and/or project.
Inspection services will be provided on an “as requested” basis. It is expected that the
inspector(s) will be responsible for successfully completing a background check (Live Scan) within 5
business days from the request for services. Upon successful completion of the background check, it is
expected the inspector(s) will be available on-site in Palo Alto within 48 hours after successful
completion of a background check. Inspection services will be required during regular working hours
between 7am-5pm; however, work may be needed night and/or day, on weekends, holidays and/or on a
split shift basis. Workweeks may be more than or less than the standard 40-hour work week. The
consultant will be compensated for the actual hours the field inspector works as requested by each
Project Manager/Engineer.
The City makes no guarantee as to the actual amount of services to be requested under any
resulting inspection services contract.
II. General Work Description
The Field Inspector shall inspect new overhead and underground utility installations, alterations, and
repairs to ensure compliance with the plans, specifications, standards, and codes.
The Field Inspector’s responsibilities include, but are not limited to the following items listed below.
Additional specific requirements, qualifications and deliverables are listed in sections III through V of this
Scope of Services:
A. Performs duties described in CPAU Inspector Checklist.
B. Attends pre-construction conference with the project team that will typically include
City staff, the contractor and subcontractors, utility companies, and other interested
parties.
C. Maintains a daily log of construction project activity and incidents, tracks job status and submits
progress reports as required.
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o Once construction has begun, the assigned Consultant’s Inspector will perform on-site
inspections to check the quality and quantity of the work performed by all trades and
guard the City against defects and deficiencies in the work by the contractor.
o As necessary, Consultant’s Inspector will inspect construction means, methods,
techniques, and sequences to evaluate the contractor's compliance with the intent of
the construction documents and/or City’s Standards and recommend necessary
remedial action to the contractor as required.
D. Ensures that all applicable utility rules, codes, and safety regulations are complied with.
E. Ensures all facilities are constructed in accordance with applicable plans, specifications and
CPAU Utility Standards.
o As necessary, Consultant’s Inspector will inspect construction means, methods,
techniques, and sequences to evaluate the contractor's compliance with the intent of the
construction documents and /or City Standards and recommend necessary remedial
action to the contractor. Progress photos will be taken, and daily inspection reports will
be prepared using the report format required or requested by the City.
o The information on the daily reports will include but not be limited to weather, shift
hours, traffic controls that are in place (both vehicular and pedestrian), stormwater
erosion control measure conditions, detail and location of work activities, labor and
equipment hours, work complete, quantities, and other related information and
discussions. Information on the daily reports will allow for the review of the contractor’s
costs of work in a manner similar to force account, and equipment will be identified
sufficiently to determine applicable rental rates and operators minimum wage.
F. Ensures contractor complies with all required water pollution mitigation control measures.
G. Notifies contractors and the City’s project Engineer of non-compliance with the contract plans,
specifications and CPAU Utility Standards on the same day of discovery.
H. Reports and documents safety, compliance infractions, and unsafe work procedures in real time.
I. Prepares inspection documentation (e.g., daily work reports, quantity verification, notification
check lists, service orders) for development of progress payments for the project construction
contractor.
J. Assists in preparing punch lists of uncompleted work, non-conformance reports, and deficiency
notices.
K. If requested by the City, Consultant will meet with City staff to discuss utilizing any existing City
change order tracking systems that are currently in place as well as suggest protocols for use on
the project.
L. Consultant will provide the City with assurance that the contractor is not presenting requests for
change orders that are already included in the original scope of the contract. If requested by the
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City, Consultant’s Inspector will meet face-to-face with the contractor’s representative to gather
more information on the nature of the potential change order. Consultant will notify the City
when the Consultant becomes aware that the contractor plans to submit a change order request.
M. Certifies as to the acceptability of each project upon its completion.
N. As requested by the City, Consultant’s Construction Inspector will assist during the post-
construction and contract closeout phases including the physical closeout, document closeout,
and fiscal closeout.
o Physical closeout consists of a series of inspections performed to document that the work
is complete to one of two levels: (1) Substantial Completion – when work, or a designated
portion of the work, is sufficiently complete that the client or the public may utilize it; or
(2) Final Completion – acceptance by the client that the project is completed in full.
Applicable certificates will be issued at each stage of completion, and punch lists will be
updated during each inspection.
o Document closeout is the process of assembling and transferring the required contract
files from Consultant to the City when the contract is complete. Documents typically
include project correspondence, progress pay estimates, work change directives, daily
construction reports, extra work reports, contract change orders, and labor and
equipment records. Consultant will provide hard copies and electronic copies of the
project documents to the City. Consultant’s Inspector will compare the contractor’s “as-
builts” to their as-builts and will submit drawings to the designer of record.
o Fiscal closeout includes the review of contract administration (submittal log, RFI log,
punch lists, etc.), accounting, and financial functions to confirm they are coordinated with
physical closeout functions to ensure that no outstanding financial liability is present after
the final payments / retentions are made to the contractor.
O. Conducts and generates agenda minutes of weekly field meetings.
P. As required or requested by the City, Consultant’s Inspector will attend all meetings including the
weekly progress meetings, periodic meetings with the City, as well as any additional stakeholder
meetings that may be necessary to successfully complete the project.
o The weekly progress meeting will be used to review the contractor’s 3-week look ahead
schedule (highlighting critical project activities, operations, and necessary coordination),
open issues, status of submittals and open RFIs, deficient work, SWPPP concerns, and safety
concerns.
Q. Documents installed work on the as built/record drawings daily (This may include the use of GPS
equipment for data acquisition) and submits documentation as requested.
R. Documents project status with photographs and keeps project folders updated.
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S. Conducts site safety inspections and works with the construction contractor at the start of
projects on an “as-needed” basis.
T. Acts as the liaison between City staff, contractor, utility customers, and the public.
o Consultant’s Inspector will coordinate with the City, business and property owners along
the project route as well as the contractor so that businesses and residences are notified
in advance when any work along their driveway entrances are scheduled.
o Inspector to provide sufficient notification to businesses and property owners of
upcoming work and work hours, and ensure the contractor performs the work when
scheduled.
U. Consultant’s Inspector will continuously monitor the contractor’s traffic control measures and
ensure they are in place before the start of each workday, maintained throughout the workday,
and in place at the end of each workday. This will include ensuring the contractor provides all the
required notification signage and the appropriate number of flagmen. If necessary, Consultant
will request police patrol to enforce safe traffic speeds during construction throughout the project
limits.
V. Coordinates the schedule between the contractor, Operations staff, City Departments, transit
companies, and outside agencies as needed. III. Construction Standards
A. Electric/Fiber Optic:
Field Inspections shall be conducted in accordance with the following:
1. the most recent City of Palo Alto Utilities (CPAU) Electric Construction Standards manual;
2. CPAU Electric Service Requirements manual;
3. CPAU Safety Rules manual;
4. CPAU plans, permits and other documents governing the construction of the project;
5. California Public Utilities Commission (CPUC) General Orders 95 and 128, and
6. rules for construction and maintenance of overhead and underground electric supply and
communication systems.
B. Water-Gas-Wastewater:
Field Inspections shall be conducted in accordance with the following:
1. The most recent City of Palo Alto Utility (CPAU) Standards for Water, Gas, and Wastewater
construction;
2. Applicable rules for construction from the Department of Public Health regulations governing
water pipeline installation;
3. Applicable Department of Transportation, Title 49, Code of Federal Regulations Part 192
regulations governing natural gas pipeline installations;
4. CPAU Safety Rules manual;
5. CPAU plans, permits and other documents governing the construction of the project.
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IV. Field Inspector Qualifications
A. The Electrical/Fiber Optic Field Inspector assigned to work on CPAU’s Projects shall have a
minimum of 10 years’ experience working for an Investor Owned Electric Utility and/or a
Municipal Public Utility in the areas of overhead and underground construction, maintenance,
and inspection with an in-depth knowledge of CPUC General Orders 95, 128, & 168. The Field
Inspector shall have the ability to make sound decisions and to communicate with others and to
assimilate and understand information in a manner consistent with the essential job functions.
The Consultant’s personnel shall maintain the physical condition appropriate to the performance
of the assigned duties which may include, but not limited to walking or standing for extended
periods of time.
B. The Water, Gas, or Wastewater Field Inspector assigned to work on CPAU’s Projects shall have a
minimum of 10 years’ experience working for an Investor Owned Utility and/or a Municipal
Public Utility in the areas of distribution or transmission of water, natural gas, or wastewater
systems. The Field Inspector must have a thorough understanding of underground construction
practices as they relate to the installation, rehabilitation, maintenance and inspection of water,
gas, and wastewater pipelines. The Field Inspector shall have the ability to make sound decisions
and to communicate with others and to assimilate and understand information in a manner
consistent with the essential job functions.
For natural gas pipeline projects, the Field Inspector must successfully pass all required Operator
Qualification exams, administered by the City of Palo Alto. The Consultant’s personnel shall
maintain the physical condition appropriate to the performance of the assigned duties which
may include walking or standing for extended periods of time.
C. Personnel qualifications and staffing levels for City projects shall be subject to the approval of
the City’s assigned Project Engineer. It is expected that the Consultant provide experienced
personnel corresponding to the Utility project inspection request based on the qualifications
outlined above. The Project Engineer shall reserve the right to review the resume and interview
any new proposed consultant personnel for City projects. References of inspection experience
shall be available for all staff and may be requested at any time during the Contract.
V. Documentation and Deliverables
The Field Inspector shall maintain a daily journal/diary for each day the inspector performs work on
the project. The contents of the diary shall consist of brief, accurate statements of progress and
conditions encountered during the prosecution of the work. A construction daily report shall be
produced by field inspector and given to the City’s assigned Project Engineer on a daily basis and will
become a part of the permanent project record. The Field Inspector shall record field conditions of
the construction site in daily work reports, photos, and associated drawings on a weekly basis. The
final as-built drawings must be reviewed and approved by the Project Engineer weekly.
Any safety violations and inspections infractions found are to be communicated to the City and
Contractor in real time as they are discovered.
DocuSign Envelope ID: 11F4E5A1-5DB8-404C-A4C3-AE1682F03C02
Professional Services Rev. April 27, 2018 17
Once a week an electronic effort summary report (web-based or in MS Word or MS Excel format)
shall be sent to the Project Engineer summarizing job highlights to the consultant’s work hours, a
general description of work performed, and any infractions found.
Consultant will submit a monthly Budget Analysis Report with each monthly invoice. These reports
will be updated monthly and submitted to the City’s designated Project Manager. The frequency of
reporting and content of each report will be discussed in detail with City staff following contract
award. The general content of the report is outlined as follows:
• Original Budget Amount
• Percent Complete
• Percent Expended
• Percent of Project Completed
• Amount Invoiced to Date
• Remaining Budget to Date
• Pertinent Comments
• Dates Performed
DocuSign Envelope ID: 11F4E5A1-5DB8-404C-A4C3-AE1682F03C02
Professional Services Rev. April 27, 2018 18
EXHIBIT “A-1” PROFESSIONAL SERVICES TASK ORDER
Consultant hereby agrees to perform the work 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 the Agreement by this reference. The Consultant shall furnish the necessary facilities, professional, technical and supporting personnel required by this Task Order as described below.
CONTRACT NO. ISSUE DATE Purchase Requisition No. 1A. MASTER AGREEMENT NUMBER 1B. TASK ORDER NO. 2. CONSULTANT 3. PERIOD OF PERFORMANCE: START: COMPLETION: 4 TOTAL TASK ORDER PRICE: $__________________ BALANCE REMAINING IN MASTER AGREEMENT $__________________________________ 5. BUDGET CODE: _______________ COST CENTER_________________ COST ELEMENT______________ WBS/CIP___ _______PHASE___ 6. CITY PROJECT MANAGER’S NAME/DEPARTMENT_________________________________________ 7. DESCRIPTION OF SCOPE OF SERVICES MUST INCLUDE:
WORK TO BE PERFORMED
SCHEDULE OF WORK
BASIS FOR PAYMENT & FEE SCHEDULE
DELIVERABLES
REIMBURSABLES (with “not to exceed” cost) 8. ATTACHMENTS: A: Scope of Services B: __________________________________ ----------------------------------------------------------------------------------------------------------------------------------- I hereby authorize the performance of I hereby acknowledge receipt and acceptance the work described above in this Task Order. of this Task Order and warrant that I have authority to sign on behalf of Consultant. APPROVED: APPROVED: CITY OF PALO ALTO COMPANY NAME: ______________________ BY:__________________________________ BY:____________________________________ Name ________________________________ Name __________________________________ Title_________________________________ Title___________________________________ Date _________________________________ Date ___________________________________
DocuSign Envelope ID: 11F4E5A1-5DB8-404C-A4C3-AE1682F03C02
Professional Services Rev. April 27, 2018 19
EXHIBIT “B” SCHEDULE OF PERFORMANCE
(NOT APPLICABLE for On-Call Services)
DocuSign Envelope ID: 11F4E5A1-5DB8-404C-A4C3-AE1682F03C02
Professional Services Rev. April 27, 2018 20
EXHIBIT “C” COMPENSATION
The CITY agrees to compensate the CONSULTANT for professional services performed in accordance with the terms and conditions of this 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, additional services, and reimbursable expenses shall not exceed the amount(s) stated in Section 4 of this Agreement. CONSULTANT agrees to complete all Services and
Additional Services, including reimbursable expenses, 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 The administrative, overhead, secretarial time or secretarial overtime, word processing, photocopying, in-house printing, insurance and other ordinary business expenses are included within the scope of payment for services and are not reimbursable expenses.
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 and
CONSULTANT prior to commencement of the services. Payment for additional services is subject to all requirements and restrictions in this Agreement.
DocuSign Envelope ID: 11F4E5A1-5DB8-404C-A4C3-AE1682F03C02
Professional Services Rev. April 27, 2018 1
EXHIBIT “C-1” SCHEDULE OF RATES
Overhead Rate = 110.10%
Fixed Fee = 10%
Notes:
(a) The number of hours for the various tasks cannot be estimated at this time for an on-call contract.
(b) Rates for prevailing wage categories are subject to annual escalations in accordance with the bi-
annual wage determinations from the California DIR. Rates based on California DIR’s wage
determinations dated August 2019.
(c) Hourly rates are fully-burdened rates and no travel time will be billed by staff for daily travel to the
project site.
1 The compensation to be paid to CONSULTANT under this Agreement for all services, additional services, and
reimbursable expenses shall not exceed the amount(s) stated in Section 4 of this Agreement. 2 The compensation to be paid to CONSULTANT under this Agreement for all services, additional services, and
reimbursable expenses shall not exceed the amount(s) stated in Section 4 of this Agreement.
Scope Labor Categories Base Hourly Rate Extended Rate (Burdened Rate)
Task 1 – Field Inspection for Quality Control and Contract Compliance
Construction Inspector/ Assistant Resident Engineer
$52.08 to $63.35 $120.36 to $147.10
TOTAL NOT TO EXCEED, TASK 1
TBD1
Task 2 – Construction Managers
Construction Manager/ Resident Engineer
$67.00 to $81.45 $154.85 to 189.39
TOTAL NOT TO EXCEED, TASK 2 TBD2
DocuSign Envelope ID: 11F4E5A1-5DB8-404C-A4C3-AE1682F03C02
Professional Services Rev. April 27, 2018 2
EXHIBIT “D” 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 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 AT
THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. 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.
DocuSign Envelope ID: 11F4E5A1-5DB8-404C-A4C3-AE1682F03C02
Professional Services Rev. April 27, 2018 3
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.
VENDORS ARE REQUIRED TO FILE THEIR EVIDENCE OF INSURANCE AND ANY OTHER RELATED NOTICES WITH THE CITY OF PALO ALTO AT THE FOLLOWING URL:
HTTPS://WWW.PLANETBIDS.COM/PORTAL/PORTAL.CFM?COMPANYID=25569
OR
HTTP://WWW.CITYOFPALOALTO.ORG/GOV/DEPTS/ASD/PLANET_BIDS_HOW_TO.ASP
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Professional Services Rev. April 27, 2018 4
EXHIBIT “E” DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS
This Exhibit shall apply only to a contract for public works construction, alteration, demolition, repair or maintenance work, CITY will not accept a bid proposal from or enter into this Agreement with CONSULTANT without proof that CONSULTANT and its listed subcontractors are registered with the California Department of Industrial Relations (“DIR”) to perform public work,
subject to limited exceptions. City requires CONSULTANT and its listed subcontractors to
comply with the requirements of SB 854. CITY provides notice to CONSULTANT of the requirements of California Labor Code section 1771.1(a), which reads:
“A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an
unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and
Professions Code or Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.”
CITY gives notice to CONSULTANT and its listed subcontractors that CONSULTANT is
required to post all job site notices prescribed by law or regulation and CONSULTANT is subject to SB 854-compliance monitoring and enforcement by DIR. CITY requires CONSULTANT and its listed subcontractors to comply with the requirements of
Labor Code section 1776, including:
Keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by, respectively,
CONSULTANT and its listed subcontractors, in connection with the Project.
The payroll records shall be verified as true and correct and shall be certified and made available for inspection at all reasonable hours at the principal office of CONSULTANT and its listed subcontractors, respectively.
At the request of CITY, acting by its project manager, CONSULTANT and its listed subcontractors shall make the certified payroll records available for inspection or furnished upon request to the project manager within ten (10) days of receipt of CITY’s request.
DocuSign Envelope ID: 11F4E5A1-5DB8-404C-A4C3-AE1682F03C02
Certificate Of Completion
Envelope Id: 11F4E5A15DB8404CA4C3AE1682F03C02 Status: Completed
Subject: Please DocuSign: C20176888B Park Engineering - Final.pdf
Source Envelope:
Document Pages: 24 Signatures: 2 Envelope Originator:
Certificate Pages: 2 Initials: 0 Terry Loo
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
250 Hamilton Ave
Palo Alto , CA 94301
Terry.Loo@CityofPaloAlto.org
IP Address: 199.33.32.254
Record Tracking
Status: Original
1/15/2020 7:21:03 AM
Holder: Terry Loo
Terry.Loo@CityofPaloAlto.org
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: City of Palo Alto Location: DocuSign
Signer Events Signature Timestamp
Jaemin Park
jpark@park-eng.com
President/CEO/CFO
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 67.160.231.100
Sent: 1/15/2020 7:27:14 AM
Viewed: 1/15/2020 8:21:28 AM
Signed: 1/15/2020 8:22:03 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Stephen Patterson
spatterson@park-eng.com
Vice President
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 67.160.231.100
Sent: 1/15/2020 8:22:05 AM
Viewed: 1/15/2020 4:37:17 PM
Signed: 1/15/2020 4:38:04 PM
Electronic Record and Signature Disclosure:
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Aaron Perkins
Aaron.Perkins@CityofPaloAlto.org
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Sent: 1/15/2020 4:38:07 PM
Viewed: 1/15/2020 4:44:31 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Tabatha Boatwright
tabatha.boatwright@cityofpaloalto.org
Administrative Associate III
City of Palo Alto
Security Level: Email, Account Authentication
(None)
Sent: 1/15/2020 4:38:08 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
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Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 1/15/2020 4:38:08 PM
Certified Delivered Security Checked 1/15/2020 4:38:08 PM
Signing Complete Security Checked 1/15/2020 4:38:08 PM
Completed Security Checked 1/15/2020 4:38:08 PM
Payment Events Status Timestamps
City of Palo Alto (ID # 10943)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 2/10/2020
City of Palo Alto Page 1
Summary Title: Approval of Amendment No. 2 with Brad Horak Consulting
for Network & Wireless Consulting Services
Title: Approval of Amendment Number 2 to Contract Number S16163447
With Brad Horak Consulting for Public Safety Network and Wireless
Consulting Services to Increase the Amount by $40,000, for a new Not-To -
Exceed Amount of $140,000
From: City Manager
Lead Department: Office of Emergency Services
Recommendation
Staff recommends that Council approve and authorize the City Manager or his designee to
execute a Contract Amendment No. 2 with Brad Horak Consulting to add additional services
and increase compensation by $40,000 for a total not-to-exceed amount of $140,000.
Background
Palo Alto OES initiated this contract in April 2016 with a three-year period of performance at a
cost of $60,000. It is a professional services contract for wireless and mobile network
communications consulting to enhance Public Safety capabilities and broader emergency
response and recovery applications.
Discussion
Given the increasing use of technology in public safety applications, specialized technical
expertise becomes necessary to assist our departments in the development and management
of emerging technological solutions. Over this past period of performance, OES has been able
to leverage this contract to:
• assist in the planning of the Public Safety Wireless Network project including the network
architecture for mobile and fixed sites, including 4.9GHz and other frequencies and network
protocols (WiMax, etc.),
• understand the efforts of the CTC Wireless / Fiber to the Home vendor study and providing
recommendations on implementation opportunities.
City of Palo Alto Page 2
• provide recommendations in the use of wireless technologies for the public safety vehicle fleet
and if necessary fixed facilities; conduct related research and determine network configurations
to assist in the implementation of such recommendations.
• evaluate existing networks and interoperability with microwave, satellite, fiber, and other
connectivity, both internal to the City as well as to the Internet and other agencies.
• evaluate options for improving network resilience among EOCs and 9-1-1 centers in the
northern Santa Clara County area.
• provide radio communications support for the Mobile Emergency Operations Center.
• assist OES staff in maintaining telecommunications systems and provide communications
technician assistance during MEOC deployments on an ad hoc basis.
To meet these needs, OES initiated this contract in April 2016 for three years for a total of
$60,000.
Amendment No. 1 extended the period of performance until 3 April 2021 and added $40,000
for a then not-to-exceed amount of $100,000. OES now requests additional services that will
allow this vendor to assist in the implementation of network solutions using the National
FirstNet system1, the rollout of network devices to enable service on emerging 5g networks,
and the transition of communications gear from legacy to newer network platforms.
Timeline, Resource Impact, Policy Implications (If Applicable)
Funds needed for Amendment No. 2 are available in FY 2020 Adopted Operating Budget for
OES, which include funding for wireless network consulting services.
Environmental Review
The recommendation in this report does not constitute a project requiring review under the
California Environmental Quality Act (CEQA).
Attachments:
• S16163447 - Brad Horak Consulting (Amendment 2)Draft
1 FirstNet is a Federally funded, AT&T provided high-speed, nationwide wireless broadband network dedicated to
public safety. https://www.firstnet.gov/network
Vers.: Aug. 5, 2019
Page 1 of 3
AMENDMENT NO. 2 TO CONTRACT NO. S16163447
BETWEEN THE CITY OF PALO ALTO AND
BRAD HORAK CONSULTING
This Amendment No. 2 (this “Amendment”) to Contract No. S16163447 (the “Contract” as
defined below) is entered into as of January 27, 2020, by and between the CITY OF PALO ALTO, a
California chartered municipal corporation (“CITY”), and BRAD HORAK CONSULTING, a sole
proprietor, located at P.O. Box 60700, Palo Alto, CA 94306 (“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 enhancement of wireless and mobile network communications for Public Safety
capabilities and larger emergency response and recovery applications, as detailed therein.
B. The Parties now wish to amend the Contract in order to increase the not to exceed
maximum compensation by Forty Thousand Dollars ($40,000.00), to a new total not to exceed
amount of One Hundred Forty Thousand Dollars ($140,000.00), 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” shall mean Contract No. S16163447 between
CONSULTANT and CITY, dated April 4, 2016, as amended by:
Amendment No.1, dated June 11, 2018
b. Other Terms. Capitalized terms used and not defined in this Amendment
shall have the meanings assigned to such terms in the Contract.
SECTION 2. Section 4, “NOT TO EXCEED COMPENSATION of the Contract is hereby amended
to read as follows:
“The compensation to be paid to CONSULTANT for performance of the Services
described in Exhibit “A”, including both payment for professional services and
reimbursable expenses, shall not exceed One Hundred Forty Thousand Dollars
($140,000.00). In the event Additional Services are authorized, the total compensation
for Services, Additional Services and reimbursable expenses shall not exceed One
Hundred Forty Thousand Dollars ($140,000.00). The applicable rates and schedule of
Vers.: Aug. 5, 2019
Page 2 of 3
payment are set out at Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE,” which is
attached to and made a part of this Agreement.
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 3. Section ____ of the Contract is hereby amended to read as follows:
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 “A” entitled “__________________________”, ADDED / AMENDED, REPLACES
PREVIOUS.
b. Exhibit “B” entitled “__________________________”, ADDED / AMENDED, REPLACES
PREVIOUS.
c. Exhibit “C” entitled “__________________________”, ADDED / AMENDED, REPLACES
PREVIOUS.
SECTION 45. 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 56. 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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Vers.: Aug. 5, 2019
Page 3 of 3
SIGNATURES OF THE PARTIES
IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed
this Amendment effective as of the date first above written.
CITY OF PALO ALTO
City Manager (Contract over $85k)
Purchasing Manager (Contract over $25k)
Contracts Administrator (Contract under $25k)
APPROVED AS TO FORM:
City Attorney or designee
(Contract over $25k)
Contracts Administrator
(Checklist Approval)
BRAD HORAK CONSULTING[
CONTRACTOR / CONSULTANT ]
Officer 1
By:
Name:
Title:
Officer 2 (Required for Corp. or LLC)
By:
Name:
Title:
Attachments:
Vers.: Aug. 5, 2019
Page 1 of 3
AMENDMENT NO. 2 TO CONTRACT NO. S16163447
BETWEEN THE CITY OF PALO ALTO AND
BRAD HORAK CONSULTING
This Amendment No. 2 (this “Amendment”) to Contract No. S16163447 (the “Contract” as
defined below) is entered into as of February 10, 2020, by and between the CITY OF PALO ALTO, a
California chartered municipal corporation (“CITY”), and BRAD HORAK CONSULTING, a sole
proprietor, located at P.O. Box 60700, Palo Alto, CA 94306 (“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 enhancement of wireless and mobile network communications for Public Safety
capabilities and larger emergency response and recovery applications, as detailed therein.
B. The Parties now wish to amend the Contract in order to increase the not to exceed
maximum compensation by Forty Thousand Dollars ($40,000.00), to a new total not to exceed
amount of One Hundred Forty Thousand Dollars ($140,000.00), 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” shall mean Contract No. S16163447 between
CONSULTANT and CITY, dated April 4, 2016, as amended by:
Amendment No. 1, dated June 11, 2018
b. Other Terms. Capitalized terms used and not defined in this Amendment
shall have the meanings assigned to such terms in the Contract.
SECTION 2. Section 4, “NOT TO EXCEED COMPENSATION of the Contract is hereby amended
to read as follows:
“The compensation to be paid to CONSULTANT for performance of the Services
described in Exhibit “A”, including both payment for professional services and
reimbursable expenses, shall not exceed One Hundred Forty Thousand Dollars
($140,000.00). In the event Additional Services are authorized, the total compensation
for Services, Additional Services and reimbursable expenses shall not exceed One
Hundred Forty Thousand Dollars ($140,000.00). The applicable rates and schedule of
DocuSign Envelope ID: 9AAB9FBC-D82F-4BF2-BDAB-C23B2F72B2D1
Vers.: Aug. 5, 2019
Page 2 of 3
payment are set out at Exhibit “C-1”, entitled “HOURLY RATE SCHEDULE,” which is
attached to and made a part of this Agreement.
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 3. 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 4. Incorporation of Recitals. The recitals set forth above are terms of this
Amendment and are fully incorporated herein by this reference.
(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
DocuSign Envelope ID: 9AAB9FBC-D82F-4BF2-BDAB-C23B2F72B2D1
Vers.: Aug. 5, 2019
Page 3 of 3
SIGNATURES OF THE PARTIES
IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed
this Amendment effective as of the date first above written.
CITY OF PALO ALTO
City Manager (Contract over $85k)
APPROVED AS TO FORM:
City Attorney or designee
(Contract over $25k)
BRAD HORAK CONSULTING
Officer 1
By:
Name:
Title:
DocuSign Envelope ID: 9AAB9FBC-D82F-4BF2-BDAB-C23B2F72B2D1
Consultant
Brad Horak
Certificate Of Completion
Envelope Id: 9AAB9FBCD82F4BF2BDABC23B2F72B2D1 Status: Completed
Subject: Please DocuSign: S16163447 - Brad Horak Consulting (Amendment 2).pdf
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250 Hamilton Ave
Palo Alto , CA 94301
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City of Palo Alto (ID # 10990)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 2/10/2020
City of Palo Alto Page 1
Summary Title: Adoption of a Park Dedication Ordinance
Title: Adoption of an Ordinance Dedicating 0.64 Acres of Land Adjacent to
3350 Birch Street to Become Part of the Boulware Park
From: City Manager
Lead Department: Community Services
Recommendation
Staff recommends that Council adopt the attached ordinance (Attachment A) reserving
approximately 0.64 acre (27,829 square feet) of land for park, recreation or
conservation purposes, and incorporating an existing granted easement.
Background
In Fall 2016, staff learned a portion of the property owned by Pacific Bell Telephone
Company, located at 3350 Birch Street, across a public street from Boulware Park,
would likely be made available for purchase (Report ID # 7987). The Parks and
Recreation Commission, along with several residents in the Ventura neighborhood,
recommended the City Council explore the potential acquisition of the property for use
as additional parkland. In January 2019, the property was listed for sale, and on
February 25, 2019, City Council voted unanimously to grant the City Manager
authorization to explore, negotiate, and potentially submit an offer to purchase the
property (Report ID # 10061). On May 17, 2019, the City entered into contract to
acquire the property (Informational Report ID # 10466) and received City Council
authorization to finalize the purchase on August 18, 2019 (Report ID # 10416). The
close of escrow occurred on September 16, 2019, and the grant deed was recorded
later that day.
The property is bound by Lambert Avenue to the north, Birch Street to the east,
Chestnut Avenue to the south, and Ash Street to the west. Boulware Park is a 1.5-acre
neighborhood park situated across a public street from the southwest corner of the
property. The area surrounding the property and Boulware Park is a mix of residential,
industrial, and commercial land uses.
Acquisition of the property allows for the expansion of Boulware Park, which would then
City of Palo Alto Page 2
meet the recommended National Recreation and Park Association standard for
neighborhood park size of at least two acres, and potentially integrate the street right-
of-way between the parcels into the park. The property’s location proximate to the
North Ventura Coordinated Area Plan study area enhances potential connectivity with
the Fry’s site.
Discussion
Article VIII of the City Charter states: “All lands owned or controlled by the city which
are or will be used for park, playground, recreation or conservation purposes shall be
dedicated for such purposes by ordinance.” Additionally, the Charter states that all
dedicated parklands shall be listed, with their legal description and map, in Section 22
of the Municipal Code.
On April 3, 2017, the Parks and Recreation Commission sent a memorandum to the City
Council recommending the exploration of purchasing the property to allow for the
expansion of Boulware Park (Report ID # 7987). Dedicating the 0.64 acre former
Pacific Bell parcel as parkland is consistent with the overall goal of the Parks, Trails,
Natural Open Space & Recreation Master Plan (Parks Master Plan) and in particular
Policy 1.B, which aims to expand parkland inventory. Although not located in a “park
search area”, defined in the Parks Master Plan as an area where residents lack access
to parks and natural open spaces within ¼ mile of their homes, the property provides
additional parkland near two densely populated areas of the City which have been
identified as “park search area(s)”.
On November 18, 2019, a public meeting was held to collect feedback from the
community on what kind of amenities should be considered for the new property and
how it should be integrated with the existing Boulware Park. A follow-up community
meeting is tentatively scheduled for February 2020.
Timeline
• Second Reading of the Park Dedication Ordinance: February/March 2020
• Further public outreach on park useage and amenties: February 2020
• Parks and Recreation recommendation on park useage and amenities: Spring 2020
• Present project for funding as part of the FY 2021-2025 Capital Improvement Plan
Budget process: Spring 2020
Resource Impact
Developing the property for public use as a park will require funding through a Capital
Improvement Project. Capital Improvement Project PE-19003 was established for this
purpose in staff report 10416. In the interim, the annual weed abatement maintenance
cost of the property (approximately $2,500) will be absorbed by Community Serivices
Department’s operating budget. Funding for the Capital Improvement Project and
ongoing operating and maintenance costs are subject to the City Council’s appropriation
of funds in future budget cycles.
City of Palo Alto Page 3
Policy Implications
The proposed park dedication ordinance is consistent with and implements policies in
the Comprehensive Plan 2030 that guide land use, community services and facilities.
Specifically, the acquisition and development of a park is consistent with Policy 3-3.3
and Program C3.3.2 as well as Policies C-4.3 and C-4.6 of the Community Services and
Facilities element of the Comprehensive Plan. It is also consistent the Parks, Trails,
Natural Open Space and Recreation Master Plan Policies 1.B and 1.B.7.
Stakeholder Engagement
The Parks and Recreation Commission, along with several residents in the Ventura
neighborhood, recommended the City Council explore the potential acquisition of the
property for use as additional parkland. Staff are hosting several meetings with
neighboring residents to assist with park planning efforts.
Environmental Review
Dedication of this site as park land is exempt from the requirements of the California
Environmental Quality Act (“CEQA”) under section 15316 (Transfer of Ownership of
Land in Order to Create Parks) of the CEQA Guidelines.
CEQA analysis would be required and conducted prior to any physical changes,
including any development of the property for recreational activities or the construction
of any recreational facilities in the future.
Attachments:
• Attachment A: Park Dedication Ordinance
1
20200107_TS_024_200
Ordinance No. _____
Ordinance of the Council of the City of Palo Alto
Dedicating Approximately 0.64 Acres of Land Adjacent to John Boulware Park
For Park, Playground, Recreation or Conservation Purposes
The Council of the City of Palo Alto does ORDAIN as follows:
SECTION 1. Section 22.08.430 of Chapter 22.08 (Park Dedications) of Title 22 (Parks)
of the Palo Alto Municipal Code is hereby added to read, as follows:
“22.08.430 Addition to John Boulware Park
That certain parcel of land as delineated and described in Exhibit A‐30 and attached hereto,
formerly known as 3350 Birch Street, is hereby reserved for park, playground, recreation or
conservation purposes.”
SECTION 2. The Council hereby finds that dedication of this site as parkland is exempt
from the requirements of the California Environmental Quality Act (“CEQA”) under CEQA
Guidelines Section 15061(b)(3) because it can be seen with certainty that there is no possibility
that it will have a significant impact on the environment. In addition, the adoption of this
ordinance is exempt under CEQA Guidelines Section 15308 because it is an action to assure the
maintenance, restoration, enhancement, or protection of the environment and 15325(f)
because it is an action to acquire lands for park purposes.
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20200107_TS_024_200
SECTION 3. This ordinance shall become effective upon the expiration of thirty (30)
days from its passage.
INTRODUCED:
PASSED:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
ATTEST:
____________________________ ____________________________
City Clerk Mayor
APPROVED AS TO FORM: APPROVED:
____________________________ ____________________________
Deputy City Attorney City Manager
____________________________
Director of Community Services
3
20200107_TS_024_200
EXHIBIT A‐30
APPENDIX A TO CHAPTER 22.08 OF TITLE 22 (PARKS)
(see following pages)
CITY OF PALO ALTO OFFICE OF THE CITY ATTORNEY
February 10, 2020
The Honorable City Council
Palo Alto, California
Adoption of a Resolution Amending the Administrative Penalty
Schedule to add Penalties Related to Planned Community (PC)
Ordinance Number 5069/Title 18 (Zoning)
Recommendation
Staff recommends that the City Council adopt the attached resolution to amend and restate the
Administrative Penalty Schedule (attachment A) to add penalties for certain violations of
Planned Community Ordinance 5069, which regulates the development of the area commonly
known as College Terrace Centre.
Background and Discussion
The area commonly known as the College Terrace Centre is subject to PC Ordinance 5069,
which set parameters for the site’s development. PC 5069 requires that a grocery store shall
exist within the development “for the useful life of the improvements” and that the grocery
store must “remain in continuous operation,” among other requirements.
In 2014, the City and the then-property owner of the College Terrace Centre entered into a
restrictive covenant to further describe their mutual understanding of the rights and obligations
in PC 5069, and to specify their agreement as to how it would be enforced. The restrictive
covenant provided for a penalty of $2,000 for each day that a grocery store is not in operation
within the College Terrace Centre in accordance with the terms of PC 5069. The penalty is
subject to an adjustment based on the Consumer Price Index. Council approved this restrictive
covenant on December 14, 2015 (Link to staff report and minutes). The restrictive covenant
was recorded against the property, such that all subsequent property owners have notice of it.
The attached resolution now includes this penalty (as adjusted by the most recent CPI figures)
in the City’s Administrative Penalty Schedule, which allows the City to assess this penalty
through an administrative enforcement proceeding.
Resource Impact
Amendment of the Administrative Penalty Schedule has no impact on staff resources.
Policy Implications
This change confirms and implements the City Council’s prior direction and agreement with the
then-owner of the subject property and ensures the City’s code enforcement officers have the
tools they need to enforce the subject PC ordinance.
Page 2
Environmental Review
Approval of this penalty for violations of the PAMC is not a project subject to review under the
California Environmental Quality Act.
ATTACHMENTS:
• Attachment A – Resolution Amending and Restating the Administrative Penalty Schedule
(PDF)
Department Head: Molly Stump, City Attorney
Page 3
NOT YET APPROVED
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20200128_TS_201
Resolution No. _____
Resolution of the Council of the City of Palo Alto Amending and
Restating the Administrative Penalty Schedule and Civil Penalty
Schedules for Certain Violations of the Palo Alto Municipal Code
and the California Vehicle Code Established by Resolution No. 9872
The Council of the City of Palo Alto RESOLVES as follows:
SECTION 1. Administrative Penalties. The administrative penalty schedule for violations
of the Palo Alto Municipal Code established by Resolution No. 9872 is hereby amended and
restated to read as follows:
Standard penalty unless otherwise indicated below. $50
Second violation within 36 month period 150% of listed penalty
(unless otherwise specified)
Third & subsequent violations within 36 month period. 200% of listed penalty
(unless otherwise specified)
Delinquency penalty. 10% per month, simple interest, on
delinquent amount
4.04.020 License or permit required. 300
4.04.100 Display of license or permit. 300
4.10.045 License fees for pushcart vendors. 300
4.10.050 Regulations for solicitors and peddlers. 350
4.10.055 Identification cards for solicitors. 250
4.10.057 Regulations for pushcart vendors. 300
4.10.070 License required ‐ circus etc. 300
4.10.120 Arcade prohibited. 250
4.10.200 Pawn brokers prohibited. 250
4.10.230 Daily report of second hand dealers. 250
4.10.240 Maintaining reports ‐ second hand dealers. 250
4.10.260 Failure to make report ‐ second hand dealers. 250
4.10.270 Second hand goods held for inspection. 250
4.18.040 Unlawful dog or cat kennel. 250
4.30.010 Soliciting without a permit. 250
4.30.100 Conduct of solicitations. 250
4.32.020 Soliciting without a permit. 250
4.32.060 Investigation of records of solicitor. 250
4.32.090 Acts required during solicitation. 250
4.32.100 Restriction of solicitation. 250
4.32.110 Hours of solicitation. 250
4.34.020 Permit required ‐ closing out sale. 250
4.39.030 Audible alarms. 250
4.39.040 Limitation on automatic dialing devices. 250
4.39.060 Registration of alarm. 250
4.39.110 Alarm violations. 100
4.42.020 Certificate of public convenience. 1000
4.42.085 Controlled substance and alcohol testing. 500
4.42.090 Taxi owners permit. 5000
4.42.100 Taxi drivers permit expired. 250
NOT YET APPROVED
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20200128_TS_201
4.42.130(b) Taxi drivers permit not displayed. 250
4.42.190 Taximeters. 500
4.42.200 Taxi cab operating regulations. 250
4.42.210(a) Interference with inspection. 500
4.42.210(b) Inspection of vehicles. 500
4.42.220 Operating regulations. 500
4.42.230 Maintenance of vehicles. 500
4.51.030 License required ‐ bingo. 250
4.51.050 Minors restricted ‐ bingo. 50
4.51.080 Staffing and operations ‐ bingo. 250
4.51.110 Physical presence required ‐ bingo. 250
4.52.020 License required ‐ billiards and bowling. 1000
4.52.040 Minors restricted ‐ billiards and bowling. 250
4.52.060 Offensive conduct ‐ billiards and bowling. 250
4.52.070 Interference w/emerg. Access ‐billiards/bowling. 250
4.54.030(a) Permit required ‐ massage establishment. 1000
4.54.060(a) Permit required ‐ massage tech. 250
4.54.110 Massage establishment facilities. 250
4.54.130 Business name ‐ massage. 250
4.55.030 License required ‐ adult entertainment. 1000
4.56.030 License required ‐ hot tub and sauna. 1000
4.56.060 Employee permit required ‐ hot tub and sauna. 250
4.56.100 Hot tub/sauna establishment and operations. 250
4.56.120 Business name ‐ hot tub and sauna. 250
4.56.150 Display of permit ‐ hot tub and sauna. 250
4.56.200 Employment of persons < 18 ‐ hot tub and sauna. 250
4.57.020 Permit required ‐ firearms sales. 1000
4.57.095 Firearms dealers – business and security. 500
4.58.020 Minors restricted ‐ narcotics paraphernalia shop. 750
4.58.030 Regulations ‐ narcotics paraphernalia shop. 750
4.59.010 Pet shop requirements. 250
4.59.020 Pet shop sanitation. 250
4.59.030 Pet shop food. 250
4.59.040 Pet shop notification. 250
4.59.050 Pet shop ‐ sale of dangerous or wild animals. 250
4.59.070 Dead animals. 250
4.59.080 Permit required ‐ pet shop and kennel. 250
4.59.090 Permit required ‐ grooming shop. 250
4.59.095 Sales of kittens and puppies. 250
4.59.100 Sales of raccoons. 250
4.59.105 Sales of rabbits, chicks, ducklings. 250
4.60.030 Business registration required 250
4.60.060 Business registry application required 250
4.60.120(a) Business registry fee delinquency 50% of registry fee if 1‐30 days late
100% of fee or 31+ days late
5.12.010 Permit required ‐ refreshment stand. 250
5.20.030 Discarding solid waste. 250
5.20.040 Accumulation of garbage. 250
5.20.050 Unauthorized bins, boxes, containers‐first violation. 500
Second and subsequent violations. 1000
5.20.080 Number of containers required. 250
5.20.090 Collection of recyclable materials. 250
5.20.100 Collection of compostable materials. 250
5.20.105 Contamination of containers. 250
5.20.108 Multifamily properties/Commercial premises. 250
NOT YET APPROVED
3
20200128_TS_201
5.20.109 Requirements for special events. 100
5.20.120 Improper container condition. 250
5.20.130 Maintenance of bins and boxes‐ first violation. 250
Second and subsequent violations. 500
5.20.160 Spillage or leakage of solid waste. 250
5.20.180 No accumulation of solid waste. 250
5.20.190 No burning, burial, or dumping of solid waste. 250
5.20.200 Hazardous waste. 500
5.20.220 Scavenging prohibited. 100
5.30.020 Polystyrene & Non‐Recyclable Plastic. 500
5.35.020 Bags at retail establishments. 500
5.35.030 Bags at supermarkets. 500
6.08.020(b) Interference with animal control officer. 250
6.16.010 No dog license. 50
6.16.080 Number of dogs allowed. 100
6.16.100 Leash Law. 100
6.20.010 Animals at large. 100
6.20.020 Animals on unenclosed premises. 100
6.20.030 Animals kept in enclosures. 100
6.20.035 Tying animals to bicycle racks or trees. 100
6.20.040 Nuisance on sidewalk. 100
6.20.045 Animal waste removal ‐ first offense. 25
6.20.045 Animal waste removal ‐ second offense. 50
6.20.045 Animal waste removal ‐ third offense. 125
6.20.055 Animals in vehicles. 250
6.20.060 Bees close to property line. 100
6.20.080 Permit required ‐ livestock. 100
6.20.090 Maintaining birds, goats, pigs and rabbits. 100
6.20.110 Number of cats kept. 100
6.20.120 Permit required ‐ breeding animals. 100
6.20.130 Cat or dog in heat. 100
6.20.140 Barking dogs. 100
6.20.150 Vaccination required ‐ animals. 100
6.20.160 Sanitary enclosures. 100
6.20.170 Slaughter of animals. 500
6.24.020 Permit required ‐ construction of stable. 250
6.24.050 Maintenance of stable. 250
6.28.040 Possession of dangerous or wild animals. 500
6.32.010 Keeping diseased animals. 500
6.32.020 Confining animals with rabies. 500
6.32.050 Dead animals in public. 500
6.36.010 Sales of certain animals. 250
8.04.020 Permit required ‐ tree work. 500
8.04.080 Interference with tree enforcement. 500
8.08.010 Weeds as public nuisance. 250
8.10.050 Protected trees. 500
8.10.070 Care of protected trees. 500
8.10.080(b) Development conditions. 500
9.04.010 Open container in business district. 100
9.04.020 Open container in City parking lot. 100
9.04.030 Open container near liquor store. 100
9.04.040 Social host. First violation 250
Second violation 500
Third & subsequent violation 1000
9.08.010 Discharge of firearms/fireworks. 1000
NOT YET APPROVED
4
20200128_TS_201
9.09.010(a) Urinating/defecating on street or public place. 250
9.09.010(b) Igniting or maintaining outdoor fire. 250
9.10.030 Residential property noise limits. 100
9.10.040 Commercial property noise limits. 100
9.10.050 Public property noise limits. 100
9.10.060(b) Construction noise signs. 250
9.10.060(c) Construction noise. 250
9.10.060(d) Construction equipment noise. 100
9.10.060(e) Residential power equipment noise. 100
9.10.060(f) Leaf blower noise‐ first violation. 100
Leaf blower noise‐ second violation 150
Leaf blower noise‐ third and subsequent violation 300
9.10.060(g) Street sweeping noise. 100
9.10.060(h) Refuse collection noise. 100
9.10.060(i) Safety device noise. 100
9.10.060(k) Public parking lot cleaning noise. 100
9.10.060(l) Business district street cleaning noise. 100
9.12.010 Loudspeakers. 150
9.14.020 Smoking prohibited ‐ enclosed places. 250 (2nd violation in 1 year: $300;
3rd and subsequent violations
in 1 year: $500)
9.14.025 Smoking prohibited ‐ unenclosed
areas. 250 (2nd violation in 1 year: $300;
3rd and subsequent violations
in 1 year: $500)
9.14.030 Smoking prohibited ‐ city cars. 250 (2nd violation in 1 year: $300;
3rd and subsequent violations
in 1 year: $500)
9.14.035 Smoking prohibited – public parks and public events 250 (2nd violation in 1 year: $300;
3rd and subsequent violations
in 1 year: $500)
9.14.040 Smoking prohibited ‐ child care facilities. 250 (2nd violation in 1 year: $300;
3rd and subsequent violations
in 1 year: $500)
9.14.050 Smoking prohibited – commercial areas
and public events. 250 (2nd violation in 1 year: $300;
3rd and subsequent violations
in 1 year: $500)
9.14.080 Location of tobacco vending machines. 1000
9.14.090 Display of tobacco products. 500
9.14.100 Failure to post “No Smoking” signs. 50
9.22.010 Impersonating public officials. 500
9.26.020 False representation as police officer. 250
9.28.010 Hotel guest register required. 250
9.28.020 Use of false name by hotel guest. 50
9.40.020 Landing aircraft at other than airport. 1000
9.44.010 Solicitation prohibited ‐ public parking lot. 100
9.48.010 Displaying goods on sidewalk. 50
9.48.025 Sitting or lying on University Avenue sidewalks. 100
9.48.030 Operation of sidewalk elevator. 500
9.48.040 Throwing rubbish on streets. 250
9.48.050 Obligation to clean sidewalk. 200
9.50.010 Graffiti prohibited on public property. 500
9.56.030 Abatement of public nuisance. 500 unless otherwise specified
9.56.030(a)(5) Thirty‐five foot site triangle. 200
NOT YET APPROVED
5
20200128_TS_201
9.56.030(a)(8) Foliage/branch obstruction. 200
9.56.030(a)(10) Excessive planting strip vegetation height. 150
9.60.030 Blocking entrances to City Hall. 500
9.60.050 Placing signs or climbing on City Hall. 500
9.60.060 Bicycles and skateboards at City Hall. 50
9.60.070 Alcoholic beverages prohibited ‐ City Hall. 100
9.64.010 Overnight use of community facilities 250
9.74.030 Discrimination in housing. 250
9.78.020 Mosquito breeding places. 500
9.79.100 News rack violations. 100
12.08.010 Permit required ‐ public right of way. 500
12.08.100 Removal of City Engineer monuments. 500
12.12.010 Building on public easement without or in violation 1000
of encroachment permit
12.12.020 Failure to obtain or violation of commercial 500
sidewalk encroachment permit
12.16.030 Overhead wires in underground districts. 500
12.16.090 Property owner responsibility. 500
12.20.010 Utility rules and regulations 500 unless otherwise specified
12.20.010 Emergency water conservation regulations 100 (2nd violation in 1 year: $250;
(Reso. Nos. 9509, 9460, 9449) 3rd and subsequent violations
in 1 year: $500)
12.20.020 Providing false information to City Utilities. 500
12.32.010 Water use regulation. 100
15.04.070 Violations of Uniform Fire Code. 500 unless otherwise specified
16.04.050 Violations of California Building Code as amended. 500 unless otherwise specified
16.05.040 Violations of California Mechanical Code as amended500
16.06.050 Violations of California Residential Code as amended.500
16.08.040 Violations of California Plumbing Code as amended. 500
16.09.260 Violations of Sewer Use Ordinance 1000
16.10.020 Construction of private sewer system. 750
16.10.050 Permit required ‐ private sewage system. 500
16.14.040 Violations of California Green Building 500
Standards Code as amended
16.14.260 Failure to meet diversion requirements. $150 per ton of waste not
diverted or $3000, whichever is
greater
16.14.370 Failure to meet diversion requirements. $150 per ton of waste not
diverted or $3000, whichever is
greater
16.16.060 Violations of California Electrical Code as amended. 500
16.17.020 Violations of California Energy Code as amended. 500
16.18.020 Violations of International Pool and Spa Code as 500
amended
16.20.020 Design review required ‐ signs. 500
16.20.090 Prohibited signs. 250
16.20.100 Prohibited locations ‐ signs. 250
16.20.110 Fuel price signs required. 250
16.20.210 Non‐compliance with sign ordinance. 250
16.20.230 Abandoned signs. 250
16.20.250 Parking of advertising vehicles. 250
16.24.080 Fence violation. 250
16.28.060 Permit required ‐ excavation and grading. 500
16.28.330 Protection of adjacent property. 500
16.28.340 Deposits of earth, rock, etc. 500
NOT YET APPROVED
6
20200128_TS_201
16.32.010 Permit required ‐ moving a building. 250
16.36.050 Curb painting without a permit. 100
16.36.060 House numbering required. 100
16.38.020 Certificate of occupancy – community housing. 500
16.40.040 Dangerous and substandard buildings. 500
16.40.090 Non‐compliance with order of building official. 500
16.40.180 Interference with repair or demolition work. 500
16.42.090 Failure to submit seismic report. 250
16.45.070 Failure to pay fee ‐ Stanford Research Park. 250
16.46.060 Failure to pay fee ‐ San Antonio ‐ West Bayshore. 250
16.47.050 Failure to pay housing impact fee. 250
16.49.050 Exterior alteration of downtown historic structures 10000
or a significant structure outside the downtown
without or in violation of permit
16.49.060 Demolition of a significant downtown building 10000
without or in violation of permit
16.49.070 Demolition of a contributing downtown structure 10000
or significant structure outside the downtown
without or in violation of permit
16.49.080 Maintenance of downtown historic structure. 10000
16.49.090 Demolition of downtown historic structure. 10000
16.52.070 Construction ‐ flood hazards. 500
16.59.090 Failure to pay fee‐ Citywide Transportation Impact. 250
16.60.090 Failure to pay fee‐ Charleston/Arastradero. 250
16.62.020 Maintenance of expired building permit 200 for 31st through 60th day
400 for 61st through 120th day
800 for 121st day and thereafter
17.04.020 Violations of hazardous materials storage. 500, unless otherwise specified
17.04.030 Specific obligation ‐ hazardous materials. 500
17.10.010 General obligation ‐ underground storage tanks. 750 unless otherwise specified
17.10.040 Permit required ‐ underground storage. 500
17.10.140 Financial responsibility ‐ underground storage. 500
17.10.150 Monitoring underground storage tanks. 1000
17.10.170 Unlawful abandonment ‐ underground storage tanks.1000
17.12.010 Permit required ‐ hazardous materials storage. 750
17.12.020 New hazardous materials storage facilities. 750
17.12.060 Hazardous materials storage facilities. 750
17.16.010 Hazardous materials management plan. 250
17.20.010 Hazardous materials inventory statement. 250
17.24.010 Hazardous materials discharge report. 750
17.32.010 Permit required ‐ storage of hazardous materials. 1000
18.01.080 Violation of zoning laws. 500
18.16.060(d)Hotel stay in excess of 30 days. 200
18.38.020 Planned Community zoning (unless otherwise 500
specified in PC ordinance) 2500 beginning the 181st day
following notice of violation
Violations of Ordinance 5069 shall
be subject to the penalties listed
above except that the penalty for
violations of Sections 4(b)(1), (2),
(6), and (7) of Ordinance 5069 shall
not be subject to the penalties
above or to the escalators for
NOT YET APPROVED
7
20200128_TS_201
second, third and subsequent
violations, but shall be $2157 per
day, for each and every day that a
grocery store is not in operation
within College Terrace Centre in
accordance with the terms of
Ordinance 5069. (The City Council
intends to adjust this penalty
amount periodically in future
updates to this administrative
penalty schedule to account for
periodic increases in the Consumer
Price Index for All Urban
Consumers.) In calculating the
penalties for such violations, the
City will allow for a grace period for
any daily violations that do not
exceed six (6) cumulative months in
any five (5) year period. However,
this grace period was previously
applied to violations from 1/10/18
through 7/10/18, so there is no
entitlement to any further grace
period prior to 1/10/23.
18.42.060(a)Incompatibility of home occupations. 200
18.42.060(b) Employees of home occupation. 200
18.42.060(c) On site advertising of home occupation. 200
18.42.060(d) Floor area of home occupation. 200
18.42.060(e) Traffic related to home occupation. 200
18.42.060(f) Home occupation as nuisance. 200
18.42.060(g) Outdoor storage related to home occupation. 200
18.42.070 Servicing vehicles in residential zone. 250
18.52.050 Transportation demand management conditions 1000
4000 beginning the 181st day
following notice of violation
18.84.200 Temporary uses. 250
22.04.030 Compliance with park rules. 250
22.04.040 Failure to obtain use permit. 300
22.04.150(a) Resident and guests only ‐ Foothills Park. 50
22.04.150(b) Entrance to park ‐ Foothills Park. 50
22.04.150(c) Person in park after hours ‐ Foothills Park. 250
22.04.150(d) Speed limit 20MPH ‐ Foothills Park. 250
22.04.150(e) Vehicles in Foothills Park after hours. 100
22.04.150(f) Skateboards and motorcycles ‐ Foothills Park. 250
22.04.150(g) Smoking on trails ‐ Foothills Park. 1000
22.04.150(h) Fires in Foothills Park. 1000
22.04.150(i) Use of trails ‐ Foothills Park. 100
22.04.150(l) Unleashed dog ‐ Foothills Park. 250
22.04.155 Restraint of dogs in City parks. 250
22.04.160 Permit required ‐ sales in parks. 250
22.04.170 Violation of park use permit. 250
22.04.180 Sound in parks. 250
22.04.190 Unauthorized golf and other games in parks. 250
22.04.200 Unauthorized models and kites in parks. 100
NOT YET APPROVED
8
20200128_TS_201
22.04.210 Parking in parks. 100
22.04.215 Launch and takeout from ramp or dock. 250
22.04.220 Bicycle not permitted on trails. 250
22.04.230 Dumping in park. 1000
22.04.240 Interference with park use permit. 250
22.04.250 Park regulations . 250 unless otherwise specified
22.04.260 Discharge of weapons in park. 500
22.04.270 Removal of flora or fauna. 500
22.04.280 Removal of turf or soil. 500
22.04.290(a) Damaging, defacing, etc., property. 1000
22.04.290(b) Marking, writing or printing on property. 1000
22.04.290(c) Attaching sign, etc., without permit. 500
22.04.290(d) Entering, etc., structure after posted hours. 250
22.04.290(e) Bringing portable tables without a permit. 100
22.04.300 Unlawful fire in city park. 1000
22.04.310 Enid Pearson Arastradero, Esther Park closure. 250
22.04.315 Byxbee Park and Baylands closed. 250
22.04.320 Parks closed. 250
22.04.321(a)Skateboarding in park after hours. 50
22.04.322 Trespass at Rinconada Park pool. 50
22.04.330 Alcohol in Cogswell Park. 250
22.04.331 Alcohol in Lytton Plaza. 250
22.04.332 Alcohol in Johnson Park. 250
22.04.333 Alcohol in Boulware Park. 250
22.04.334 Alcohol in Scott St. Minipark. 250
22.04.335 Alcohol in Greer Park. 250
22.04.336(a)Alcohol in Rinconada Park. 250
22.04.337 Alcohol in Mitchell Park. 250
22.04.338 Alcohol in Robles Park. 250
22.04.339 Alcohol in Hopkins Park. 250
22.04.340 Vehicles in park. 250
22.04.341 Alcohol in El Palo Alto Park. 250
22.04.342 Alcohol in Heritage Park. 250
22.04.343 Alcohol in Pardee Park. 250
22.04.350 Consumption of alcoholic beverage in vehicles. 250
22.04.360 Open container in park ‐ alcoholic beverage. 250
22.04.370 Reckless driving in park. 250
22.04.380 Unlawful riding and towing in parks. 250
22.04.390 Duck pond. 100
SECTION 2. Municipal Code Civil Penalties. The civil penalty schedule for violations of the
Palo Alto Municipal Code established by Resolution No. 9726 is hereby restated to read as
follows*:
Standard penalty unless otherwise indicated below. $46
10.36.020 No parking in parkways. 46
10.36.030(a)Storage on the street (72 hours). 86
10.36.040(a)(1)Vehicle for sale on street. 46
10.36.040(a)(2)Repairing vehicle on street. 46
10.36.050 Not w/in 18” of left curb‐‐One‐way street. 46
10.36.090 Removal of chalk markings. 111
10.40.020(a)(1)Parking violation – red curb. 46
10.40.020(a)(4)Parking violation – green curb. 46
10.40.020(a)(5)Parking violation – blue curb. 308
10.40.020(b)Parking in violation of sign (except blue curb). 46
NOT YET APPROVED
9
20200128_TS_201
10.40.020(b)Unlawful disabled parking ‐ signs (blue curb). 308
10.40.040(b)Commercial vehicle double parking. 46
10.40.050 Unlawful parking in yellow loading zone. 46
10.40.060 Unlawful parking in passenger loading zone. 46
10.40.070 Unlawful alley parking. 46
10.40.100(g)Parking in a bus zone. 46
10.44.010(b)Overtime parking (limited time zone). 41
10.44.010(c)Additional violation of time limited or no 44
parking zones.
10.44.020(a)Oversized vehicle parking in residential or 46
public facilities zones 2am‐6am.
10.44.040(b)Not in space marking. 46
10.44.050(b)Parking violation‐‐temporary sign. 46
10.44.060 Dealers‐‐parking for sale or repair. 46
10.44.070(b)Parking in violation of posted sign. 46
10.44.080 Vehicle obstruction of roadway or lot. 46
10.44.090 Unattended vehicle, engine running. 111
10.45.110 Parking in on‐street valet parking space. 46
10.46.110 Overtime residential parking permit (CT) 53
10.48.030 Truck route violation. 211
10.50.100(a)Violation of posted RPP permit sign 53
10.60.070(c)Permit not properly displayed. 41
10.60.070(d)Overtime permit parking in City lot. 41
10.60.070(e)Parking without permit in permit area. 46
22.04.150(e)In Foothills Park after hours. 111
22.04.210 Parking in parks. 111
Late payment penalty. 35
Collection cost penalty. 35% of listed penalty
*All penalties include state‐mandated assessments pursuant to Gov’t. Code 76000, S.B 1407(2008), and
Government Code 76000.3 (S.B. 857, 2008) totaling $12.50.
SECTION 3. Vehicle Code Civil Penalties. The civil penalty schedule for violations of the
California Vehicle Code established by Resolution No. 9872 is hereby restated to read as
follows*:
5200 No front license plate. $78
(If corrected within 31 days) 10 (state mandated)
5204(a) No registration tabs on license plate. 78
(If corrected within 31 days) 10 (state mandated)
21113(a) Parking on public grounds. 46
22500(a) Parking in an intersection. 46
22500(b) Parking in a crosswalk. 46
22500(d) Parking w/in 15 feet‐‐fire station driveway. 46
22500(e) Blocking driveway. 46
22500(f) Parking on sidewalk. 46
22500(g) Parking or stopping‐‐excavation site, etc. 46
22500(h) Double parking on roadway. 46
22500(i) Parking in a bus zone. 261
22500(l) Parking in front of accessible curb. 303
22500.1 Parking in a fire lane (public or private). 46
22502 Right hand wheels not w/in 18” of rt. curb. 46
22505(b) Parking on state highway violation. 46
22507.8(a‐b)Unlawful parking in handicapped space. 303
22507.8(c)(1‐2)Straddling Lines/Cross hatched, disabled. 303
NOT YET APPROVED
10
20200128_TS_201
22511.57(a) Parking/standing of vehicle in disabled parking $753
stall or space with invalid license/placard.
22511.57(b) Unauthorized use of license/placard for vehicle $753
parking/standing in disabled parking stall or space.
22511.57(c) Parking/standing of vehicle in disabled parking $753
stall or space with counterfeit, forged, altered or
mutilated license/placard for disabled.
22514 Parking within 15 feet of fire hydrant. 46
22515 Unattended vehicle, engine running. 111
22516 Person locked in vehicle. 111
22521 Parking within 7 1/2 feet of railroad tracks. 46
22522 Parking near sidewalk access ramp. 303
22523(a) Unlawful abandonment of vehicle on highway. 131
22523(b) Abandoned vehicle‐‐public/private property. 131
22526 Entering/blocking intersection – anti‐gridlock. 131
22951 No street, alley parking‐‐patron vehicles. 46
*All penalties include state‐mandated assessments pursuant to Gov’t. Code 76000, S.B 1407(2008), and
Government Code 76000.3 (S.B. 857, 2008) totaling $12.50.
SECTION 4. The Council finds that the adoption of this resolution does not meet the
definition of a project under Public Resources Code Section 21065, thus, no environmental
assessment under the California Environmental Quality Act is required.
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NOT YET APPROVED
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20200128_TS_201
SECTION 5. This resolution shall be effective upon adoption.
INTRODUCED AND PASSED:
AYES:
NOES:
ABSTENTIONS:
ABSENT:
ATTEST: APPROVED:
__________________________ ____________________________
City Clerk Mayor
APPROVED AS TO FORM: ____________________________
City Manager
__________________________ ____________________________
Deputy City Attorney Director, Planning and Development Services
____________________________
Director, Administrative Services Division
City of Palo Alto (ID # 10976)
City Council Staff Report
Report Type: Action Items Meeting Date: 2/10/2020
City of Palo Alto Page 1
Summary Title: PUBLIC HEARING: TEFRA Hearing for Wilton Court
Title: TEFRA HEARING Regarding Conduit Financing for Palo Alto Housing
Corporation, on behalf of the Wilton ECR, L.P. Project Located at 3703-3709
El Camino Real, Palo Alto; and Approving the Issuance of Revenue Bonds by
the California Municipal Finance Authority for the Purpose of Financing the
Acquisition, Development, Construction and Equipping of a 59-unit
Multifamily Rental Housing Facility for Low-income Households and Other
Matters Relating Thereto
From: City Manager
Lead Department: Administrative Services
Recommendation
1) Conduct a public hearing under the requirements of the Tax Equity and Fiscal
Responsibility Act of 1982 (TEFRA) and the Internal Revenue Code of 1986, as amended
(Code); and
2) Adopt a resolution (Attachment A) approving the issuance of the bonds by the California
Municipal Finance Authority for the benefit of Wilton ECR, L.P. (Borrower).
Background
Palo Alto Housing Corporation (the “Sponsor”), on behalf of the Wilton ECR, L.P., a limited
partnership or another entity to be created by the Sponsor or an affiliate of the Sponsor (such
limited partnership or other entity, as applicable, being referred to herein as the “Borrower”),
has requested that the California Municipal Finance Authority (the “Authority”) issue one or
more series of revenue bonds in an aggregate principal amount not to exceed $32 million (the
“Bonds”), for the acquisition, development, construction and equipping of a 59-unit multifamily
rental housing facility for low-income households (the “Project”), to be located in the City of
Palo Alto, California (the “City”), at 3703-3709 El Camino Real.
In order for all or a portion of the bonds to qualify as tax-exempt bonds, the Federal Tax Equity
and Fiscal Responsibility Act of 1982 (“TEFRA”) requires the City to (a) conduct a public hearing
commonly referred to as a “TEFRA hearing”, providing the members of the community an
opportunity to speak in favor of or against the use of tax-exempt bonds for the financing of the
City of Palo Alto Page 2
Project and (b) adopt a Resolution approving the issuance of the Bonds by the Authority for the
benefit of Borrower’s Project.
According to TEFRA requirements, prior to the hearing, reasonable notice must be provided to
the members of the community. This was done by Borrower’s financing team with coordination
with the City Clerk’s Office. Following the close of the TEFRA hearing, an “applicable elected
representative” of the governmental unit hosting the proposed project must provide its
approval of the issuance of the bonds for the financing of the Project.
There is no financial impact to the City from its approval of the issuance of the Bonds. The
Authority will act as issuer and perform all the necessary legal and administrative
responsibilities associated with the financing. The Bonds are special, limited obligations of the
Authority payable solely through the repayment of the loan by the Borrower which will be used
to pay the principal of and interest on the Bonds. The Bonds issued by the Authority are not an
obligation of the City or any member of the Authority. Neither the full faith or credit, nor the
taxing power of the City, any member of the Authority, the State or any political subdivision is
pledged to the repayment of the Bonds.
Discussion
Since the Project is located within the jurisdiction of the City of Palo Alto, the City has been
asked to conduct a TEFRA hearing and adopt a resolution (Attachment A) that approves the
issuance of bonds by the Authority for the benefit of the Borrower.
As cited in the published notice of January 10, 2020 in the Daily Post, the public hearing is
simply an opportunity for all interested persons to speak or to submit written comments
concerning the proposal to issue the debt and the nature or location of the facility to be
financed; however there is no formal obligation on the part of the Borrower or the Council to
respond to any specific comments made during the hearing or submitted in writing.
The bonds are intended to finance the Project described herein for the acquisition,
development, construction and equipping of a 59-unit multifamily rental housing facility for
low-income households, to be located in the City of Palo Alto, California, at 3703-3709 El
Camino Real. TEFRA approval is a precondition to the use of tax-exempt obligations for the
Project, without which the financing of the Project as affordable housing would have to be
abandoned
The California Municipal Finance Authority is a joint exercise of powers authority that the City
became a member of on April 14, 2008. The Joint Exercise of Powers Agreement provides that
the Authority is a public entity, separate and apart from each member executing such
agreement. The debts, liabilities and obligations of the Authority do not constitute debts,
liabilities or obligations of the members executing such agreement. The bonds to be issued by
the Authority for the project will be the sole responsibility of the borrower, and the City of Palo
Alto will have no financial, legal, moral obligation, liability or responsibility for the project or the
repayment of the bonds for the financing of the project. All financing documents with respect
City of Palo Alto Page 3
to the issuance of the bonds will contain clear disclaimers that the bonds are not obligations of
the City of Palo Alto or the State of California but are to be paid for solely from funds provided
by the borrower.
The City is not exposed to financial liability by reason of its membership in the Authority. In
addition, participation by the City in the Authority does not impact the City’s appropriations
limits and will not constitute any type of indebtedness by the City. Outside of holding the TEFRA
hearing, adopting the required resolution, no other participation or activity of the City or the
City Council with respect to the issuance of the bonds will be required. Based on the benefits of
the project to the Palo Alto community and the lack of any financial obligations on the part of
the City, staff recommends that Council approve the attached resolution.
Stakeholder Engagement
The unanimous City Council approval of this project on January 14th reflects a year of work by
the City Council and staff to put in place new ordinances that incentivize the development of
affordable housing in Palo Alto. The Department of Planning and Development Services
coordinated with the Palo Alto Housing Corporation and the community (e.g. Ventura
Neighborhood Association, members of the local disability community, etc.).
Resource Impact
As stated, the City will incur no financial obligation from approval of the recommendations.
Palo Alto Housing Corporation, on behalf of the Wilton ECR, L.P. is requesting to issue up to $32
million in bonds through the California Municipal Finance Authority. For its services, the City
will receive a fee of 25 percent of Authority’s issuance fee, which based on $32 million bonds
issuance, is $13,820.
Separately, the City Council has provided funding to the Palo Alto Housing Corporation to
support this project in the total amount of $20.5 million through separate City Council actions
(CMR 10143 and CMR 10928). The City’s contribution will take the form of an affordable
housing loan, which will be supported by a Promissory Note and Deed of Trust secured by the
property.
Policy Implications
Actions recommended in this report are consistent with Council’s prior actions in supporting
non-profit financings under the TEFRA (e.g., most recently approving tax-exempt financing
through the California Enterprise Development Authority for Bowman International School on
November 4, 2019, Staff Report CMR 10675 and tax-exempt financing through the California
Municipal Finance Authority for Channing House on October 29, 2018, Staff Report CMR 9637).
Environmental Review
Action on this item does not constitute a project.
Attachments:
City of Palo Alto Page 4
• Attachment A: TEFRA Resolution for Palo Alto Housing Corporation on Behalf of the
Wilton ECR, LP
NOT YET APPROVED
1
2020011601
Resolution No.____
Resolution of the Council of the City of Palo Alto Approving the Issuance of
Revenue Bonds by the California Municipal Finance Authority in an Aggregate
Principal Amount not to Exceed $32,000,000 to Finance a Multi-Family Rental
Housing Facility for Low-Income Households for the Benefit of Wilton ECR, L.P., a
Limited Partnership Formed by Palo Alto Housing Corporation, and Certain Other
Matters Relating Thereto
RECITALS
A.Palo Alto Housing Corporation (the “Sponsor”), on behalf Wilton ECR, L.P., or
another entity to be created by the Sponsor or an affiliate thereof (collectively, the
“Borrower”), has requested that the California Municipal Finance Authority (the “Authority”)
issue one or more series of revenue bonds in an aggregate principal amount not to exceed
$32,000,000, including but not limited to revenue bonds issued as part of a plan to finance the
Project described herein (the “Bonds”) for the acquisition, development, construction and
equipping of a 59-unit multi-family rental housing facility for low-income households (the
“Project”), to be owned and operated by the Borrower and located at 3703-3709 El Camino
Real within the City of Palo Alto, California (the “City”).
B.Pursuant to Section 147(f) of the Internal Revenue Code of 1986 (the “Code”),
the issuance of the Bonds by the Authority must be approved by the City because the Project is
to be located within the territorial limits of the City.
C.The Council of the City (the “City Council”) is the elected legislative body of the
City and is one of the “applicable elected representatives” required to approve the issuance of
the Bonds under Section 147(f) of the Code.
D.The Authority has requested that the City Council approve the issuance of the
Bonds by the Authority in order to satisfy the public approval requirement of Section 147(f) of
the Code and the requirements of Section 4 of the Joint Exercise of Powers Agreement Relating
to the California Municipal Finance Authority, dated as of January 1, 2004 (the “Agreement”),
among certain local agencies, including the City.
E.Pursuant to Section 147(f) of the Code, the City Council has, following notice duly
given, held a public hearing regarding the issuance of the Bonds, and now desires to approve
the issuance of the Bonds by the Authority.
NOW, THEREFORE, the City Council of the City of Palo Alto RESOLVES as follows:
SECTION 1. The foregoing recitals are true and correct.
Attachment A
SECTION 2. The City Council hereby approves the issuance of the Bonds by the
Authority, including but not limited to Bonds issued as part of a plan to finance the facilities
described herein. It is the purpose and intent of the City Council that this Resolution constitute
approval of the issuance of the Bonds by the Authority, for the purposes of (a) Section 147(f) of
the Code by the applicable elected representative of the governmental unit having jurisdiction
over the area in which the Project is to be located, in accordance with said Section 147(f) and
(b) Section 4 of the Agreement.
SECTION 3. The officers of the City are hereby authorized and directed, jointly and
severally, to do any and all things and to execute and deliver any and all documents which they
deem necessary or advisable in order to carry out, give effect to and comply with the terms and
intent of this resolution and the financing transaction approved hereby.
SECTION 4. The Clerk shall forward a certified copy of this Resolution to the Authority in
care of its counsel:
Ronald E. Lee, Esq.
Jones Hall, APLC
475 Sansome Street, Suite 1700
San Francisco, CA 94111
//
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NOT YET APPROVED
3
2020011601
SECTION 5. This Resolution shall take effect immediately upon its adoption.
INTRODUCED AND PASSED:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
ATTEST:
City Clerk Mayor
APPROVED AS TO FORM: APPROVED:
City Attorney City Manager or Designee
Director of Administrative Services
[SEAL]
City of Palo Alto (ID # 11039)
City Council Staff Report
Report Type: Action Items Meeting Date: 2/10/2020
City of Palo Alto Page 1
Summary Title: CAO Committee Discussion and Recommendation - City
Auditor's Office
Title: Council Appointed Officers Committee Recommendation That Council
Discuss and Accept the Report "Internal Auditing Practices: City of Palo Alto
Relative to Industry Practices" and Provide Direction on Next
Steps(Continued From January 21, 2020)
From: Council Appointed Officer's Committee
In February 2019, the City Auditor retired after five years of service. Upon the City Auditor’s
retirement, Council authorized the engagement of external experts to assist the City with two
scopes of work related to the City Auditor’s Office: (1) assist with the continuity of operations
and work product in the City Auditor’s Office; and (2) conduct a review of internal auditing
practices in the public sector and Palo Alto.
Council approved two contracts:
•Senior Consultant Services: After reviewing several firms that provide audit services, the
consulting firm of Management Partners was selected to provide a senior consultant to
oversee the ongoing work from the City Auditor’s Office. The senior consultant’s assignment
began in March 2019 and continued through mid-November 2019, approximately eight
months. The senior consultant is no longer available to continue this assignment in Palo Alto
because of other obligations and the contract term has ended.
In the absence of an external senior consultant, the existing City Auditor staff of three full-
time employees are continuing their assignments and providing deliverables in accordance
with pre-established workplans.
•Review of Internal Auditing Practices: The City published a public Request for Proposal
(RFP 174966)1 for an Auditor Organizational Review. The RFP invited individuals and firms
1 The Auditor Organizational Review was publicly published in accordance with City protocols as RFP 174966, with
a submission deadline of April 18, 2019.
City of Palo Alto Page 2
with the appropriate professional expertise to submit proposals for this work. The Council
Appointed Officers (CAO) Committee met in a public session on May 2, 2019 to evaluate
and rate the proposals. From this review, Kevin Harper CPA & Associates was selected to
perform the review. The scope of work included a final report, which was presented at a
public CAO Committee meeting on December 19, 2019. The CAO Committee approved the
report to proceed to the City Council as a public agenda item for discussion. As such, the
report is on agenda as an Action Item on January 21, 2020, for a discussion and acceptance
by the full Council.
In accordance with the scope of services, the report for discussion on January 21 includes a
comparison of Palo Alto’s City Auditor function to other local governments and industry
standards, as well as a comparison of the City’s practices to best industry practices and
professional standards.
In addition to reviewing and accepting the report, the Council may also wish to discuss and
direct additional next steps with respect to the City Auditor function.
Attachments:
• Attachment A: Harper Study
• Attachment B: ALGA response
• Attachment C: Article -Auditor Independence
• Attachment D: At Places Items
Internal Auditing Practices:
City of Palo Alto Relative to Industry Practices
Kevin W. Harper CPA & Associates
20885 Redwood Road, Suite 202
Castro Valley, CA 94546
(510) 593-5037
kharper@kevinharpercpa.com
December 5, 2019
Kevin W. Harper CPA & Associates
Table of Contents
Page
I. Purpose and Objectives ................................................................................ 1
II. Scope and Approach ..................................................................................... 2
III. Results of Review and Related Recommendations ....................................... 4
1. Organizational Placement
2. Staffing and Budget
3. Performance Measures
4. City Auditor Qualifications
5. Outsourcing Considerations
IV. Other Findings and Recommendations ....................................................... 14
Attachment - Summary of Surveys………………….……………………………..………….…..……A
Kevin W. Harper CPA & Associates Page 1
I. Purpose and Objectives
The City of Palo Alto engaged us to compare certain elements of the City Auditor’s
Office to other local governments and industry standards. The review included a survey
of the internal audit functions of several California cities and counties, as well as
comparison of the City’s practices to best industry practices and professional standards.
The objectives of our review were to:
1. Review organizational placement of City Auditor’s Office.
2. Compare staffing and budget to other cities and counties, including comparison
of the number of audits and cost per audit.
3. Review objective measures of audit productivity and effectiveness.
4. Provide recommendation on City Auditor minimum qualifications.
5. Provide considerations for outsourcing the internal audit function.
Kevin W. Harper CPA & Associates Page 2
II. Scope and Approach
Following is a summary of the procedures we performed during the review:
1. Met with City officials to understand their concerns, the strengths and weaknesses of
current organization, goals/vision for the City Auditor’s Office, and the current staffing
and budget.
2. Met with Interim City Auditor and read relevant City documents to gain an
understanding of City Auditor’s Office organization, duties, mission, budget, and
staffing. Identified and gathered relevant documentation such as Audit Policies and
Procedures Manual, organization chart, budget, Fiscal Year 2019 Audit Work Plan, job
descriptions, recent audit reports, and key performance measures.
3. Surveyed similar governments (“the Palo Alto survey”) to benchmark internal audit
activities such as who the chief audit executive reports to, staffing levels, number of
audit completed, annual budget, and measures of productivity/effectiveness used.
Survey questionnaires were sent to the Cities of Alameda, Berkeley, Cupertino, Fremont,
Fresno, Oakland, Redwood City, Santa Clara, Sunnyvale, the Counties of San Mateo and
Santa Clara, and the City & County of San Francisco.
4. Researched professional standards including:
• Institute of Internal Auditors (IIA) – International Standards for the Professional
Practice of Internal Auditing
• American Institute of Certified Public Accountants – Generally Accepted Auditing
Standards
• Comptroller General of the United States – Government Auditing Standards
We also reviewed the results of internal audit surveys and best practices of various
organizations, including the Government Finance Officers Association, Moody’s Best
Practices in Audit Committee Oversight of Internal Audit, and the American Institute of
Certified Public Accountants.
5. Developed findings and recommendations based on our interviews, document reviews,
surveys, research of professional standards, knowledge of best practices, and
considering the City’s goals and vision.
6. Wrote report that includes:
• Objectives of the organizational review.
• Scope of project and procedures performed.
• Observations related to organizational placement, staffing and budget,
performance measures, City Auditor qualifications, outsourcing, and other
matters that came to our attention during the review.
Kevin W. Harper CPA & Associates Page 3
• Recommendations for improvement or consideration.
7. Reviewed findings and recommendations with Mayor and City Manager.
Kevin W. Harper CPA & Associates Page 4
III. Results of Review and Related Recommendations
1. Organizational Placement
IIA Standards
The IIA’s International Standards for the Practice of Internal Auditing (“the IIA Standards”) state:
1110 - Organizational Independence
The chief audit executive must report to a level within the organization that allows the
internal audit activity to fulfill its responsibilities. The chief audit executive must confirm to
the board, at least annually, the organizational independence of the internal audit activity.
1110.A1 - The internal audit activity must be free from interference in determining the
scope of internal auditing, performing work, and communicating results.
The IIA defines independence as:
Independence is the freedom from conditions that threaten the ability of the internal audit
activity to carry out internal audit responsibilities in an unbiased manner. To achieve the
degree of independence necessary to effectively carry out the responsibilities of the
internal audit activity, the chief audit executive has direct and unrestricted access to senior
management and the board. This can be achieved through a dual-reporting relationship.
Threats to independence must be managed at the individual auditor, engagement,
functional, and organizational levels.
The IIA goes on to explain organizational independence as the authority to:
• Approve the internal audit charter;
• Approve the risk based internal audit plan;
• Approve the internal audit budget and resource plan;
• Receive communications from the chief audit executive on the internal audit activity’s
performance relative to its plan and other matters;
• Approve decisions regarding the appointment and removal of the chief audit executive;
• Approve the remuneration of the chief audit executive; and
• Make appropriate inquiries of management and the chief audit executive to determine
whether there are inappropriate scope or resource limitations.
Palo Alto’s Current Structure
The City’s reporting structure for internal audit is very formal with virtually no involvement by
the City Manager, except for being interviewed for risk identification and to receive draft
findings and recommendations at the end of each audit. The Audit Policies and Procedures
Kevin W. Harper CPA & Associates Page 5
Manual is thorough, professional, up-to-date, and is approved by the Policy and Services
Committee. The City Auditor’s time sheets are reviewed by Payroll and expense reports are
reviewed and approved by the City Manager’s Office. This formal reporting relationship assures
internal audit’s independence from the influence of senior City management. However, it also
leads to a less cooperative relationship that is important to implement solutions to risks
identified by the audits.
Analysis
The chief audit executive should report to the board of directors or its audit committee for
strategic direction, reinforcement, and accountability; and to executive management for
assistance in establishing direction, support, and administrative interface. The IIA Standards
clearly indicate that the board (usually through its audit committee) must have a prominent
role in setting the scope of internal audit activities, but do not explicitly prohibit other reporting
relationships as long as the reporting relationship meets the overall criterion of ensuring broad
audit coverage, free from any interference in setting the scope of work, the choice of audit
procedures, and the free and unfettered communication to any level within the organization
needed to ensure adequate attention to the findings and appropriate follow-up action. The
audit committee and the internal auditors are interdependent and should be mutually
accessible. The board or its audit committee should be responsible for the appointment,
removal and compensation considerations of the chief audit executive. It is critical that internal
audit be seen by everyone in the organization as an arm of the audit committee.
One of the questions that needs to be answered to determine the size, focus and success of an
internal audit function is what type of internal audit department do you want. Below is a
continuum of the approach used to deliver internal audit services:
Internal Audit Operating Continuum
• Assurance Provider – delivers objective assessment of the effectiveness of internal
controls. Takes little responsibility for cost vs benefit considerations nor
implementation of recommendations.
• Problem Solver – Brings analysis and perspective on root causes of issues identified in
audit findings to help auditees take corrective action.
• Trusted Advisor – Provides value-added services and proactive strategic advice well
beyond effective execution of the audit plan.
The continuum moves left to right from assurance providers that focus on finding and pointing
out problems for management to address to trusted advisors who focus on teaching the
organization how to identify and address risk. Trusted advisors focus more on the following
Assurance Provider Problem Solver Trusted Advisor
Kevin W. Harper CPA & Associates Page 6
than assurance providers: critical risks and issues the organization is facing, aligning scope and
audit plan with stakeholder expectations, promoting quality improvement and innovation,
obtaining training and/or sourcing the right level of talent for audit, and leveraging technology
effectively in the execution of audit services.
It is important for the City to determine where on this continuum it wants its internal audit
function to act. This decision has ramifications for everything related to internal audit,
including annual budget, staffing, experience of staff, selecting and scoping audits, and working
with others in the organization. For example, if the City prefers for Internal Audit to be in the
Trusted Advisor level of service, it may be appropriate for Internal Audit to devote significant
resources to Control Self Assessment, developing tools and training for departments to assess
and report the adequacy of their controls.
Recommendation #1
The City should determine where along the internal audit operating continuum it wants its
internal audit function to operate. It should consider revisions to its budget, staffing levels and
experience, written procedures, and interaction with auditees, as appropriate. It should
consider whether to designate a portion of its internal audit efforts to providing management
advisory services, while maintaining a portion of its efforts for formal internal audits.
The City should follow IIA’s recommendation that internal audit has a dual-reporting
relationship, whereby it reports functionally to the audit committee and administratively to the
City Manager. All decisions about audits to be conducted; audit scope; audit timing; and City
Auditor appointment, termination, evaluation and compensation, should continue to be made
by the audit committee. The City Manager should provide administrative oversight, including
review of time sheets and expense reports, consultation about timing of audits based on
operational considerations, and involvement in discussion of cost vs. benefit decisions of audit
recommendations. Additional involvement by the City Manager’s Office may improve
cooperation with the City Auditor’s Office and may improve the quality and quantity of
implemented recommendations.
2. Staffing and Budget
There are no recommended levels of internal audit staffing per industry standards. The IIA
Standards advocate a strong system of internal control that is monitored by a well-resourced
internal audit activity as a fundamental feature of good governance. The amount of resources
that an organization devotes to its internal audit activities varies based on many factors
including its industry, the risks it faces, the role of others in the organization to monitor risk and
control (e.g., operational management, Risk Management Group, Compliance Officer), and the
organization’s risk appetite.
Kevin W. Harper CPA & Associates Page 7
The results of the Palo Alto survey show the following staffing and budgeting levels for
comparable cities:
City1
City-wide
budget
(000s)
Internal
audit
budget
(000s)
Internal
audit
budget
(% of city-
wide
budget)2
Internal
audit
FTEs
Average
# audits
Cost per
Audit2
#
Audits
per
FTE2
Berkeley $387,217 $1,600 0.41% 6 5.5 $291,000 0.9
Fresno 655,423 272 0.04% 2 3.5 78,000 1.8
Oakland 1,060,720 2,200 0.21% 10 6.5 338,000 0.7
Santa Clara 907,828 1,238 0.14% 2 3.5 354,000 1.8
Palo Alto $508,426 $1,458 0.29% 5 3.5 $417,000 0.7
1 Survey questionnaires were sent to twelve cities and counties. Responses were received from
seven cities and from the City and County of San Francisco. Three of the responding cities do
not have dedicated internal audit functions and the City and County of San Francisco is not
comparable due to its size. The remaining four cities are included in the table above.
2 Shaded columns represent calculated amounts based on survey results and information from
comprehensive annual financial reports.
This survey shows:
• The City’s internal audit budget as a percent of the city-wide budget is the second
highest of the comparable cities. This indicates City has devoted more resources to
internal audit than most comparable cities.
• The City’s cost per audit is the highest of any of the comparable cities, and the number
of audits per full-time equivalent employee is tied for the lowest. This can be caused by
many factors such as working on non-audit projects (e.g., National Citizen Survey,
Annual Performance Report, Sales Tax Allocation Reviews), larger audits, significant time
devoted to administrative activities, or inefficiencies.
• The cost per audit calculated at $417,000 above is very high. By comparison, the 2019-
20 budgeted cost for the City’s annual independent financial audit (including audits of
the City, its federal grant programs, and several smaller entities managed by the City),
which is a more comprehensive audit than most internal audits, is $168,000 per year.
Kevin W. Harper CPA & Associates Page 8
Following is a list of audits completed by Palo Alto during the last three years:
FY 2018-19:
• Code Enforcement
• ERP Planning - Data Standardization
• ERP Planning - Separation of Duties
• Business Registry
FY 2017-18
• Accuracy of Water Meter Billing
• Continuous Monitoring: Overtime
• Information Technology and Data Governance
FY 2016-17
• Community Service Department: Fee Schedule
• Continuous Monitoring: Payments
• Green Purchasing Practices
• Utilities Department: Cross Bore Inspection Contract
Recommendation #2
We understand the City is already in process of transferring responsibility for non-audit services
from Internal Audit to other personnel. We also recommend that internal audits generally be
scoped with a smaller number of hours in order to increase the number of risk areas they can
look into each year. Audits that yield surprising negative results can be expanded. In addition,
as discussed in Recommendation #5 below, the City should consider contracting out some of its
internal audits.
3. Performance Measures
The IIA’s Global Summary of the Common Body of Knowledge compiled the eight most
commonly used performance metrics within internal auditing:
• Recommendations accepted/implemented
• Customer/auditee surveys from audited departments
• Reliance by external auditors on the internal audit activity
• Cost savings and improvements from recommendations implemented
• Number of management requests for internal audit assurance or consulting projects
• Number of major audit findings
• Budget to actual audit hours
• Cycle time from entrance conference to draft report
Kevin W. Harper CPA & Associates Page 9
It is very important that any metrics used be closely aligned to stakeholder expectations. The
goal is to demonstrate that services delivered adds value. When metrics are aligned with what
matters most to internal audit’s stakeholders, they help assure that daily operations are
focused on what matters most.
The City of Palo Alto’s internal audit performance metrics are limited to the average cost per
audit, average hours incurred by auditor, and elapsed time to clear findings. Of the four
comparable cities listed in the table on page 7, the only performance metrics reported in the
survey are audit hours incurred, cost per audit, and number of recommendations implemented.
Other common performance metrics for the internal audit function are:
• Number of auditors vs total employees or vs total revenue
• Actual vs budgeted department costs
• Percent of audit plan completed
• Number (or percent) of audit findings resolved prior to report issuance
• Number (or percent) of audit findings resolved within 30, 60, 90 days
• Absence of regulatory or reputation issues/failures
• Management/auditee satisfaction survey results
• Productive hours vs. admin hours
• Percent reduction in risk exposure
• Percent of audit plan aligned to enterprise risks
• Business process improvements resulting from internal audit
• Satisfactory Findings from last external peer review
• Number of professional certifications
• Percent of staff meeting continuing professional education requirements
• Adherence to IIA Standards and City policies and procedures
• Turnover of audit personnel
• Audit committee meeting attendance
• Training sessions or involvement with enhancing internal control/risk management
knowledge of the organization
• Percent of audits using Computer Assisted Audit Techniques (e.g., data analytics,
dashboards, databases, continuous auditing, thought leadership)
• Percent of audits using data analytics to drive scoping decisions
Recommendation #3
The City should select and track a small number of performance measures that align with
stakeholder expectations, are quantifiable and efficiently gathered. A suggested list of
appropriate metrics may be:
• Recommendations accepted/implemented
• Customer/auditee surveys from audited departments
Kevin W. Harper CPA & Associates Page 10
• Number of management requests for internal audit assurance or consulting projects
• Percent of audit plan completed
• Absence of regulatory or reputation issues/failures
• Productive hours vs. admin hours
• Percent of audit plan aligned to enterprise risks
The metrics selected should be projected each year, tracked during the year and reported at
the end of each year, with explanations for variances between projected and actual results. For
any metric falling below projections, the City Auditor should develop an improvement plan and
communicate it to stakeholders.
4. City Auditor Qualifications
The IIA Standards do not specifically address the chief audit executive’s qualifications, but state
that the chief audit executive should possess “the knowledge, skills, and other competencies
needed to perform their individual responsibilities.” The IIA’s Model Internal Audit Legislation
for State Governments states the chief audit executive shall possess one or more of the
following qualifications:
• A bachelor’s degree and five years of progressively responsible professional auditing
experience as an internal auditor or external auditor, information technology auditor, or
any combination thereof; or
• A master’s degree and four years of progressively responsible professional auditing
experience as an internal auditor, external auditor, information technology auditor, or
any combination thereof; or
• A certificate as a Certified Internal Auditor (CIA) or Certified Government Auditing
Professional (CGAP) and four years of progressively responsible professional auditing
experience as an internal auditor, external auditor, information technology auditor, or
any combination thereof. In the absence of a CIA certificate or CGAP certificate,
consideration should be given to require a Certified Public Accountant (CPA) license or
Certified Information Systems Auditor (CISA) credential.
Government Auditing Standards, promulgated by the Comptroller General of the United States,
do not specifically address the chief audit executive’s qualifications, but state that staff
collectively should have the necessary “technical knowledge, skills, and experience.” They
provide some specificity by requiring audit staff members to have knowledge of GAO Audit
Standards, the audited entity’s specialized areas or industry, and the subject matter under
review; along with oral and written communication skills.
The American Institute of Certified Public Accountants has guidelines for hiring the chief audit
executive and recommends the individual should have a CPA or CIA credential and have
significant experience (10 years or more) in a management role, along with strong technical
Kevin W. Harper CPA & Associates Page 11
skills in accounting and auditing. In addition, the preferred qualifications include an advanced
business degree such as an MBA.
The Government Finance Officers Association recommends, at a minimum, the head of the
internal audit function should possess a college degree and appropriate relevant experience. It
also states it is highly desirable that the head of the internal audit function hold some
appropriate form of professional certification such as CIA, CPA, or CISA.
The minimum qualifications listed in Palo Alto’s City Auditor job description are:
• Possession of Bachelor’s degree in accounting or a related field; Master’s of Business
Administration preferred.
• Certification as a public accountant or internal auditor preferred.
• Five years experience in internal audit in a lead or assistant capacity.
• Experience in public sector organization preferred.
Recommendation #4
We recommend the following set of minimum qualifications for the City Auditor as well as
preferred qualifications to be sought:
Required Minimum Qualifications
• Bachelor’s degree in accounting or related field.
• Five years progressively responsible experience conducting or managing one or
more of the following: audits, examinations, or program reviews, and, in
addition, two years in a supervisory capacity.
• Extensive knowledge of professional audit standards.
• Demonstrated oral and written communication skills.
Preferred Qualifications
• Professional certification (CIA, CPA, or CISA).
• Master’s degree in accounting, business, public administration, economics,
management, or a closely related field to the agency’s service sector.
• Extensive knowledge of public sector operations.
5. Outsourcing Considerations
The IIA believes a fully internally resourced audit function is most effective and can be
supplemented by external experts in specialty knowledge areas. Nevertheless, several sources
(including IIA’s Common Body of Knowledge survey) indicate most internal auditing
practitioners agree it is appropriate to use a combination of external resources, in cosourcing or
outsourcing models, to complete the audit plan. However, there is little agreement on the
appropriate amount or allocation of external vs internal resources.
Kevin W. Harper CPA & Associates Page 12
There are several reasons an internally resourced internal audit function would engage external
resources, such as:
• Temporary staff shortages
• Specialized skill needed (e.g., for audits of information systems, actuarial calculations,
police conduct)
• Unexpected special project
• Supplemental staff to meet tight deadlines
Outsourcing alternatives include:
• In-house – All resources are employees of the organization with only occasional use of
external service providers. External service providers are used to supplement capability
(specialist expertise, rather than capacity).
• Total outsourcing – 100% of the internal audit services are obtained from external
service providers.
• Cosourcing through which external resources participate on joint engagements with in-
house internal audit staff.
• Contracting for a specific engagement or portion of some engagement is performed by
an external service provider, typically for a limited time period. Management and
oversight of the engagement normally is provided by in-house internal audit staff.
In cases where total outsourcing is selected as the method for obtaining internal audit services,
oversight and responsibility for the internal audit activity cannot be outsourced. An in-house
liaison (designated chief audit executive or optionally a senior management-level employee),
should be assigned responsibility for management of the internal audit activity, including
selecting and overseeing consultants, clearing roadblocks, creating and maintaining a Quality
Assurance and Improvement Program, and assuring compliance with City policies and
procedures. If the liaison is a senior management-level employee, qualifications should include
knowledge of the government’s systems, procedures and controls, and commitment to
improving operations and controls.
The benefits of internal resources are that they know the culture of the organization, the
people, where to find information, how to use information systems, and the policies and
procedures. Local governments often have difficulty maintaining an effective internal audit
staff due to the difficulty of providing career path opportunities.
The benefits of external resources are that they will have worked with a large number of
organizations so have a good understanding of best practices. An experienced external audit
firm is more likely to have specialized skills on staff. The cost per audit is usually lower than the
cost per audit shown in the Palo Alto survey results on page 7. In some cases, the cost per audit
is lower for external firms because there is less scope creep, there are less demands on the
time of auditors, or auditors are more experienced with the audit outsourced to them.
Kevin W. Harper CPA & Associates Page 13
The City Auditor’s Office has not contracted with external service providers except occasionally
for certain specialists. The City’s Audit Policies and Procedures Manual contemplates the use of
external specialists but does not address outsourcing or cosourcing with external resources.
Recommendation #5
The City should consider contracting one or two of its internal audits with external service
providers. This will bring the average cost per audit down, and will give the City the
opportunity to better assess the costs vs. benefits of outsourcing for future consideration. The
Audit Policies and Procedures Manual should be updated to contemplate the use of external
service providers in roles other than a specialist.
Kevin W. Harper CPA & Associates Page 14
IV. Other Findings and Recommendations
Unimplemented Audit Findings
There are 41 uncleared audit findings. 25 of these uncleared findings are more than a year old,
18 are more than two years old and one is eight years old. Approximately one-third of audit
findings of the past few years remain unresolved. Findings frequently take a full business cycle
to implement, so findings may legitimately remain unimplemented for up to a year. Uncleared
audit findings older than a year are generally due to one of the following: (a) Either internal
audit is not making practical cost-beneficial recommendations, or (b) the auditees are not
prioritizing implementation of audit recommendations. Determining the reason for uncleared
findings is not within the scope of this review.
The City Auditor prepares a list of open recommendations as part of the City Auditor’s
Quarterly Report and presents it to the Policy and Services Committee and the City Council.
Recommendation #6
The City should determine whether the backlog of unimplemented recommendations result
from internal audit not making practical cost-beneficial recommendations, or from the auditees
not prioritizing implementation of audit recommendations. If the former, then the
considerations discussed in Recommendation #1 above can address. If the latter, the City
should improve training and understanding of risk and control by managers throughout the
City. Auditors should prioritize findings to allow the auditee and the Policy and Services
Committee to distinguish significant deficiencies in internal controls, less significant control
deficiencies, and improvements to effectiveness or efficiency.
Stakeholder Survey
Internal audit is a service function and their stakeholders are the audit committee, auditees,
and senior City management. A service organization cannot determine their success nor
whether their service is improving or deteriorating without getting consistent feedback from
stakeholders regarding how well their needs are being met. There has been no formal process
to assess stakeholder satisfaction in recent years. In fiscal 2014-15, there was a single-question
survey of departments regarding their assessment of the quality of audit services provided.
Recommendation #7
The City Auditor should conduct an annual survey or other formal method of stakeholder
feedback. The questions asked for each stakeholder group should be tailored to their
interactions with internal audit. For example, auditees should not be asked to assess the
scoping of audits and the audit committee should not be asked about interactions with
departmental staff. Appropriate survey questions will follow after from the decision made in
Recommendation #1 above about the approach used to deliver internal audit services. For any
survey response that indicates that the City Auditor’s Office is not successful in serving its
Kevin W. Harper CPA & Associates Page 15
stakeholders, the City Auditor should develop an improvement plan. The results of each
stakeholder survey, the related improvement plans, and the resulting performance
improvements accomplished should be regularly and proactively shared with stakeholders.
Risk Assessment
The IIA Standards state:
2010 – Planning
The chief audit executive must establish a risk-based plan to determine the priorities of the
internal audit activity, consistent with the organization’s goals.
2010.A1 – The internal audit activity’s plan of engagements must be based on a
documented risk assessment, undertaken at least annually. The input of senior
management and the board must be considered in this process.
The City has not conducted an assessment of major risks in several years. There is no formal
method to identify new risks as they arise (e.g., electronic payments, pfishing). Without a clear
and ongoing understanding of the major risks the City faces, it is not possible for City
management to know whether internal controls are adequate to assure that assets are
safeguarded, that financial statements are prepared accurately and that likelihood of achieving
operations objectives are maximized.
Recommendation #8
The City should conduct a City-wide risk assessment annually as part of the annual audit plan.
Steps should include:
• Identify all key risks affecting the City’s ability to meet its business objectives, safeguard
its assets, operate efficiently and effectively, and comply with laws and regulations. This
step can be performed via interviews of employee experts or senior management
brainstorming.
• Prioritize risks based on their likelihood of occurring and the severity if they occur.
• Identify controls already in place to manage each key risk identified.
• Conclude whether each key risk is adequately controlled.
• For each key risk not adequately controlled, develop an improvement plan to improve
controls, transfer risk or revise business objectives.
• Implement a process to identify new risks as they arise.
CITY OF PALO ALTO
SUMMARY OF SURVEYS - INTERNAL AUDIT FUNCTION
OCTOBER 2019
ATTACHMENT A
City of City of City of City of City of City of City & County of City of City of City of City of County of County of Palo Alto Berkeley Fresno Oakland Santa Clara Cupertino San Francisco Alameda Fremont Redwood City Sunnyvale San Mateo Santa Clara
SIZE OF MUNICIPALITY:NO RESPONSE DECLINED TO
RESPOND NO RESPONSE
Population 66,649 121,874 538,330 426,074 129,604 60,091 892,701 78,863 235,439 86,271
Annual Expenses $508,426,000 $387,216,873 $655,422,508 $1,060,720,000 907,827,980 $91,194,554 $10,165,820,000 $226,047,079 $286,065,650 $258,976,774
# Employees 1,059 1,532 3,599 3,418 1,105 193 33,045 531 922 566
SURVEY QUESTIONS:1 Do you have one or more employees or contractors dedicated to
management/performance audit activities? No = skip to question 10
Yes Yes Yes Yes Yes No Yes No No No
2 What is the title of the chief internal auditor?City Auditor City Auditor Principal Internal
Auditor City Auditor City Auditor NA Chief Audit Executive NA NA NA
Is this person an employee or contractor?Employee Elected official Employee Employee Employee NA Employee
3 How many employees in the internal audit function?5 6 2 10 2 NA 34How many contractors in the internal audit function?0 0 0 0 0 Likely <3 varies
4 Supervision of the internal audit function:
a. Who prepares the annual audit plan? City Auditor Staff Principal Internal
Auditor
Asst City Auditor/City
Auditor City Auditor CMO w/input from
Admin Services Audits Division
b. Who approves the annual audit plan? City Council City Auditor Controller City Auditor City Council via Audit
Committee
Audit Committee
(City Council)Chief Audit Executive
c. Who evaluates the performance of the chief auditor? City Council Voters every 4 years Controller NA - Elected City Council All the above (CM directly Controller
d. Who approves or accepts internal audit reports? City Council City Auditor Council Audit Committee Reports sent to elected officials City Council via Audit Committee CM, Audit Committee Chief Audit Executive
e. Who approves the internal audit budget and staffing? City Council City Council City Manager City Council City Council Admin Services
Director, CM, CC Board of Supervisors
f. Who can revise the scope or timing of internal audits? City Auditor City Auditor Principal Internal
Auditor City Auditor City Auditor CM, Audit
Committee, CC Chief Audit Executive
5 Are any internal audits or portions thereof contracted?Yes No No Yes Yes Yes (they will be)Yes
If yes, describe what is contracted and the approximate costs or FTEs for a typical contracted audit.
Periodically, on as-needed basis, a contracted specialist is utilized for an audit where expertise in a particular area is required. Examples include specialists used for a franchise fee audit (approx. $15,000) and for risk
assessment of the Utilities
Department (approx. $20,000)
We have not cntracted out audits that I know of, but we have considered contracting out non-audit reports, like
financial condition
analysis of city
Some audits are contracted if the Office lacks expertise or capacity to perform the audit
The internal audit at
the City was created
in FY 18/19. The
current annual contracted budget for the division is approximately $200,000. We plan to outsource the
majority of audits to
contractors and will
look to adjust the
budget as we move forward.
Scope of services will
include initial risk assessment followed by IA testing of city processes/procedures (e.g., credit card program, cash
handling @ various
sites including golf
course
All concession,
franchise fee and
some construction audits are contracted out. Besides the contract costs, 1 Audits Division FTE usually manages the
contract and acts as
the internal project
lead
6 How many management/performance audits do you typically
complete each year?3 to 4 5 to 6 3 to 4 5 to 8 3 to 4 3-4 anticipated 7 or more
7 If there is an internal audit function, what is its annual budget? $1,458,175 $1.6 million $272,400 $2.2 million $1,237,543
Currently $50,000,
potential increase to
$100,000
.2% of the City's
budget
8 How do you assess audit quality?
To ensure audit quality in accordance with Muni Code, the City Auditors Office performs audits using GAGAS
(the Yellow Book). This ensures each
audit is independent, objective, well-
documented and includes sufficient
appropriate evidence to support each finding. Audit quality is also assessed during the peer review every three years. The most recent peer review (2017) praised the Office for many
professional certifications and
extensive training of the audit staff,
the "thorough and well-organized"
Policy and Procedures manual, and the fact that the "audit excellence of the organization has been recognized multiple times by the Association of Local Government Auditors (ALGA)
Knighton Award.
We follow
Government Auditing
Standards put out by
US Government Accountability Office, and all our audit reports state we follow these
standards, which
includes 80 hours of
training every 2
years. We also are peer reviewed by ALGA every 3 years
Number of recommendations implemented within
a given time period
A peer review is conducted every three years
See performance measures in the annual adopted budget pages
enclosed in
Attachment 2
Respect and tact
during performance of said prcedures. Thoroughness of review. Clarity and validity of results and
findings. Efficiencies
identified.
Cost/benefit over
time.
The Audits Division
complies with GAGAS
and has policies and
procedures and
quality control systems to ensure its compliance. We hire and train qualified staff, ensure audit
teams comprise of
staff with knowledge,
skills & abilities to
perform the audit, and we have a rigorous quality assurance function
CITY OF PALO ALTO
SUMMARY OF SURVEYS - INTERNAL AUDIT FUNCTION
OCTOBER 2019
ATTACHMENT A
9 Is the City Council satisfied with the value (effectiveness, efficiency
and transparency) of the internal audit function?
Both the City's Policy & Services
Committee (comprised of Council
members) and the full Council review
and approve each audit performed by
the City Auditor's Office. To my knowledge, every audit presented has been approved. That said, the high degree of satisfaction the Council has with the value of the City's audit
function would be best addressed by
that body.
City Council is generally pleased with our work, even
though we don't
report to them. They
provide suggestions
for areas to audit, and have used our reports to create legislation and other guidance for the city.
Some have large
impact, like creating
a reserve fund and
trust fund to address unfunded liabilities
Yes They are requesting more audits
Yes, however, the internal audit function at the City was created in FY 18/19 and it is fairly new
NA as of today Yes
10 If your agency has no internal audit function, how does it assess the adequacy of its internal controls?
NA NA NA NA NA
External audit. City had a comprehensive review of its internal control environment
performed by a CPA
firm in FY 2018-19
NA External audit Fremont does not have an internal audit function
The Financial Services
Manager is an ex CPA
firm Audit Manager
that specialized in municipal audits. He is responsible for supervising Finance Division and ensuring adequate internal
controls. Internal
controls are also
observed and tested
annually in conjunction with the annual financial statement audit.
11 Provide copies of the following documents (if they exist):
a. Internal audit mission/vision Yes No Yes - website Yes NA Yes NA NA NAb. Annual budget for internal audit Yes Yes Yes, website?Yes Yes
c. Annual audit plan Yes No Yes, not provided Yes Yes, websited. List of audits completed in FY 2018-19 and FY 2017-18, along
with the estimated number of hours spent on each Yes No Yes, website NA, new function Yes, website
e. Written internal audit policies and procedures Yes No Yes, not provided Yes Yes, not provided, being updatedf. Job description of City Auditor (or equivalent)Yes Yes Yes, website Yes Yesg. Performance metrics (e.g., cost per audit, audit hours incurred
by auditors, audit hours incurred by auditees, elapsed time to clear findings)Yes No Nothing in writing NA, new function
Kevin W. Harper CPA & Associates
20885 Redwood Road, Castro Valley, CA 94546
(510) 593-5037 kharper@kevinharpercpa.com
January 13, 2020
Council Appointed Officers Committee
City of Palo Alto
250 Hamilton Avenue
Palo Alto, CA 94301
Dear Committee Members:
I have reviewed the Association of Local Government Auditors letter to Members of the Palo
Alto City Council dated December 19, 2019 (“the ALGA letter”). I have the following thoughts:
1. Government Auditing Standards, issued by the General Accounting Office, Comptroller
General of the U.S., is also known as "the Yellow Book" or "GAS" or "GAGAS". You are
required to follow GAS because the writers of the City Charter said that the City Auditor
would do so. Otherwise, you would be free to follow any set of standards you want, or
even establish your own. Most government internal audit functions choose to follow GAS
but some choose Institute of Internal Audit (IIA) International Professional Practices
Framework. The two sets of standards are similar in most ways in that they address the
most important elements of an effective internal audit function, including independence of
the auditor, ethics, documentation requirements, auditor qualifications, organizational
placement, quality control, and reporting requirements. The two sets of standards vary in
extent such as how independence is defined, whether risk assessment is performed at the
audit level or entity level, the frequency of external quality assurance reviews, and the
specificity of required continuing professional education.
2. I looked at both GAS and the IIA Standards in forming my recommendations. But I also
looked at best practices, the results of the survey, and considered your city's particular
situation. If it seems that there are more references to IIA documents than GAS documents
in my report, it is because IIA seems to have done more studies that were relevant to the
subject. Both sets of standards are relevant for the purposes of my report because they
both give insight into best practices.
3. The ALGA letter says that if the City Auditor reports to the city manager in an administrative
manner, it would be a significant structural threat. It depends on how you define "in an
administrative manner". All decisions about auditing (e.g., areas to be audited, scope,
timing and approach) should continue to made only by the Audit Committee and the City
Auditor. See the attached article about auditor independence.
2
4. The advisory/consulting services that I recommended you to consider can be performed as
part of the City Auditors Office or can, as we discussed, be provided by another department
because independence is not required for those types of services. The ALGA letter states
these services can create threats to independence, but the only example it cites is when the
City Auditor agrees not to audit an area that had received advisory services; the City Auditor
would not and should not agree to such a requirement. The letter concedes that GAS
outlines processes for conducting non-audit services and identified safeguards to protect
the City Auditor's independence when providing such advisory services. See the attached
article about auditor independence.
I have attached an article from the Journal of Accountancy that identifies five threats to auditor
independence and discusses how to determine an acceptable level of independence risk. You
may find it useful while determining changes to the City’s internal audit function.
Please let me know if you would like to discuss further.
Sincerely,
Kevin W. Harper CPA
A Framework for Auditor Independence
BY SUSAN MCGRATH, ARTHUR SIEGEL, THOMAS W. DUNFEE, ALAN S. GLAZER
AND HENRY R. JAENICKE
December 31, 2000
n November the Independence Standards Board (ISB) issued an exposure draft (ED) of a
conceptual framework for auditor independence containing the concepts and basic principles that
will guide the board in its standard setting. The framework defines auditor independence as
“freedom from those factors that compromise, or can reasonably be expected to compromise, an
auditor’s ability to make unbiased audit decisions.”
It will help practitioners, investors, regulators and other standard setters understand the
significance of auditor independence and provide a common language so that those involved in
the ongoing independence debate can contribute to the development of ISB standards. The
framework does not provide easy answers to specific independence questions but it supplies a
structure and methodology for analyzing issues. This article describes the framework and some
of the reasoning behind it.
A HODGEPODGE OF REGULATIONS
The need for a framework arose from the jumble of confusing independence rules and
regulations—many in the form of interpretations issued in response to specific independence
questions—that applied to public companies and their auditors. The guidance in those
interpretations, issued over the years and under changing circumstances, sometimes conflicted
and lacked theoretical consistency. Auditors also faced challenges in applying such guidance if
the facts and circumstances of an auditor’s relationship with his or her audit client did not match
those in the interpretation. While the independence regulations helped to ensure quality audits
and contributed to the high level of financial reporting we enjoy in the United States, in today’s
increasingly complex business environment the ISB believes that some revisions are in order.
The recent SEC rule on auditor independence (see “SEC Approves Rules on Auditor
Independence”) updates many of the independence rules and regulations, but numerous issues
remain.
The framework is the product of an open process. A task force of academics, lawyers, audit
committee members, regulators, auditors and others helped identify the issues and reviewed
drafts for clarity and completeness. The group included representatives from international
standard setters so board standards could be harmonized where possible with those used in other
countries. A board oversight task force provided direction. In addition, many individuals and
groups provided comments on the discussion memorandum, which the ISB issued earlier to alert
them to a possible ED and to solicit opinions. The board hopes the ED will receive the same
level of participation.
THREE STEPS
The framework defines, and identifies the goal of, auditor independence. The model for standard
setters is based on three key steps:
Identify threats to the auditor’s independence and analyze their significance.
Evaluate the effectiveness of potential safeguards, including restrictions.
Determine an acceptable level of independence risk—the risk that the auditor’s independence
will be compromised.
Under the model, the ISB and other standard setters are to analyze the costs and benefits of
regulations and consider the views of investors, other users of financial information and
additional interested parties.
The definition of independence does not require the auditor to be completely free of all the
factors that affect the ability to make unbiased audit decisions, but only free from those that rise
to the level of compromising that ability. For example, the audit client pays the auditor’s fee, so
complete independence is impossible and not necessary to meet the framework’s definition. The
framework doesn’t spell out specific examples of what would constitute “rising to the level of
compromising” an auditor’s independence, but it does offer a structure that will allow an auditor
to analyze whether undue bias exists in a particular situation.
Further, independence is defined as more than just compliance with the independence rules. The
proposed definition compels the auditor to make a personal assessment of his or her
objectivity—to determine if pressures and other factors compromise the ability to make unbiased
audit decisions. While this “introspective” evaluation is critical, the definition also calls for an
assessment of how activities and relationships with the audit client would appear to others; the
guidance explains that the auditor should consider the “rationally based expectations of well-
informed investors and other users.”
This inclusion of perceptions in the definition reflects the ISB’s belief that
The idea that independence is entirely a personal matter, which varies from auditor to auditor in
a given set of circumstances, is not useful in setting standards for all auditors.
The ability to be objective does not well serve the auditor or the client if no one believes that
the auditor can be objective in a given set of circumstances.
The goal of independence is “to support user reliance on the financial reporting process and to
enhance capital market efficiency.” With this aim, the ISB looks beyond the immediate benefit
of the auditor’s independence—unbiased audit decisions—to these broader targets. If standards
reduce independence risk slightly but carry unintended consequences that harm the quality of
financial reporting or capital market efficiency, they do not serve the public interest.
THREATS AND SAFEGUARDS
The framework, in identifying five types of threats to the auditor’s independence, follows the
approach of European standard-setters. These classifications are illustrations only; it is not
necessary, under the model, for an auditor to place identified threats into one of these categories:
Self-interest. The threat that arises when an auditor acts in his or her own emotional, financial
or other personal self-interest.
Self-review. The threat of bias arising when an auditor audits his or her own work or the work
of a colleague.
Advocacy. The threat that arises when an auditor acts as an advocate for or against an audit
client’s position or opinion rather than as an unbiased attestor.
Familiarity (or trust). The threat that arises when an auditor is being influenced by a close
relationship with an audit client.
Intimidation. The threat that arises when an auditor is being, or believes that he or she is being,
overtly or covertly coerced by an audit client or by another interested party.
Some of these categories may overlap. In addition, although some involve conscious acts by an
auditor in his or her own self interest, others may result from subconscious biases.
Once an auditor identifies such threats and evaluates their significance, he or she should analyze
potential safeguards. These include procedures firms can perform to protect auditor
independence, such as review by a second partner, consultation with designated professionals in
the firm or disclosure to the audit committee. Safeguards also include restrictions on an auditor’s
relationships with an audit client, such as prohibitions on owning the stock of an audit client or
on assigning to an audit client firm professionals whose family members are employed in certain
positions at the client. Standard setters must analyze the significance of threats and the
effectiveness of potential safeguards to ensure that their standards sufficiently reduce
independence risk.
THE APPEARANCE OF INDEPENDENCE
The ED, and the discussion memorandum that preceded it, raise some significant issues. For
example, one of the most controversial aspects of the auditor independence debate is the role that
“appearance” should play in setting standards. The “appearance” concept—though not well
defined—is ingrained in the existing independence literature. Indeed, everyone who has taken an
introductory auditing course knows that auditors must be independent in both fact and
appearance. But what does it mean to “appear” independent? Whose perceptions count?
In assessing appearances, the existing literature directs the auditor to consider whether a
“reasonable investor knowing all the facts and circumstances” would believe a particular
relationship or activity with an audit client might affect the auditor’s independence. Implicit in
this guidance is the notion that independence lends credibility to the audit process and to the
client’s financial reporting process. Some of those who commented on the discussion
memorandum, while acknowledging the importance of credibility, point out the difficulties
involved in identifying and assessing appearances, the probable lack of consensus about the
circumstances and relationships likely to affect the auditor’s independence and the resulting
difficulty in determining whose views are “reasonable.” Others ask why standard setters should
worry about perceptions. Rules that promote actual auditor independence theoretically should
lead to a public perception of the independence of the profession. Standards that promote the
appearance of independence without an actual enhancement would be misleading.
We suspect that the requirement to consider appearances arose with the recognition that
“independence in mind”—actual auditor independence—is impossible for investors and others to
assess. In determining whether to avoid a particular activity or relationship, therefore, the auditor
should be guided not solely by the effect the activity or relationship would have on his or her
objectivity, but by the effect it would be expected to have on most auditors’ objectivity. The
literature directs the auditor to consider how investors and others would view the activity or
relationship in question. Similarly, a standard setter, charged with working to protect the
independence of auditors generally, cannot set standards based on an individual auditor’s state of
mind but on situations or relationships that would likely threaten the independence of most
auditors.
How should the ISB consider appearances in its standard setting today? The discussion
memorandum suggested that appearances could be incorporated into the standard-setting process
in one of three ways if the board concludes that enhancing financial statement credibility—in
addition to financial statement reliability—is an appropriate goal of auditor independence. One
method is to solicit the views of all interested parties and develop independence standards that
reflect them. If the views of all stakeholders are weighted evenly, this could result in standards
“by majority rule.”
Another option is to solicit the views that reflect the likely perceptions of a hypothetical group—
“reasonable, fully informed users of financial information.” The difficulty with this approach, of
course, for the ISB is that it must infer the views of the hypothetical group.
A third approach, and the one the board favors, is to solicit the views of all interested parties, but
to develop independence standards based on the board’s judgment about how best to meet the
goal of auditor independence. The board would neither ignore appearances nor base its decisions
solely on the perceptions of interested parties. After all, board members were selected for their
judgment, experience and knowledge. They have spent a great deal of time over the past three
years educating themselves on the issues and are uniquely positioned to be “fully informed” of
both the threats to auditor independence and the systems in place to protect it. As long as the
standards are effective (and penalties for noncompliance swift and firm), audit failures related to
independence impairments should be minimal, and investors’ belief in the independence of the
auditors should reflect that reality.
It is noteworthy that the ED, in its discussion of the definition and goal of independence, stresses
that the ISB and other standard setters should consider the perceptions of investors and other
users of financial information. While the board’s policies require, and the framework principles
endorse, the board’s consideration of the views of all interested parties in auditor independence,
the ED emphasizes that independence is designed to promote the reliability and credibility of
financial information for investors and other users.
THE RIGHT BALANCE
Perhaps the framework’s most significant contribution will be its formal recognition that auditor
independence is merely a means to an end—not the ultimate goal. Quality audits and reliable and
credible information that contribute to efficient capital markets are the objectives. In other
words, the ISB and other standard setters must look at the big picture and at the possible
consequences of their regulations. For example, a standard that enhances auditor independence
slightly but discourages qualified people from entering the profession may, in the long run, harm
audit quality. This thinking is reflected in ISB Standard no. 3, the board’s pronouncement on
employment with audit clients. In it, the board concluded that prohibiting former firm partners
and other professionals from accepting jobs with audit clients could significantly reduce the
profession’s appeal and harm clients seeking to improve their financial management. Mandating
safeguards, the board concluded, would achieve the same independence benefits without the
adverse consequences. The framework is designed to be the foundation for broad and nuanced
independence standards that reflect the complexities of the issues they address.
For more information…
To obtain a copy of the ISB exposure draft (ED 00-2, A Conceptual Framework for Auditor
Independence ), go to the board’s Web site at www.cpaindependence.org or call the ISB at 212-
596-6133. The comment period ends February 28, 2001.
City of Palo Alto (ID # 10841)
City Council Staff Report
Report Type: Action Items Meeting Date: 2/10/2020
City of Palo Alto Page 1
Summary Title: San Antonio Road & East Charleston Road Intersection
Improvements Project
Title: Review the Preferred Alternative Concept Plan for San Antonio Road
and East Charleston Road Intersection and Direct Staff to Initiate and
Complete Final Design Plans, Environmental Analysis, Specifications and
Estimates for Construction
From: City Manager
Lead Department: Transportation
Recommendation
Staff and the Planning and Transportation Commission recommend that Council approve
Concept Plan D (Attachment A) as the preferred alternative for San Antonio Road and East
Charleston Road intersection and direct staff to initiate and complete final design plans,
environmental analysis, specifications and estimates for construction.
Executive Summary
City staff initiated a traffic safety project at the intersection of San Antonio Road and East
Charleston Road in response to resident and constituent concerns about traffic safety and
operations at this intersection. The objectives of the project are to improve pedestrian safety,
address intersection operations, and maintain or improve motor vehicle level of service. As part
of developing the concept plans, four (4) community meetings have been held since 2018. The
first meeting focused on understanding project goals, identifying issues and opportunities, and
presenting details of existing conditions. Follow up community meetings included a discussion
of various improvement alternatives for the intersection and corresponding effects on safety
and operations. As a result of this community-driven process, City staff has identified a
preferred alternative concept plan which improves pedestrian visibility and reduces crossing
distances for two crosswalks by modifying the southwest corner for pedestrians and vehicular
access to the frontage road, and by improving vehicular operations by adding a second
southbound left-turn lane on San Antonio Road and implementing an overlap phase for the
City of Palo Alto Page 2
southbound right-turn lanes. Staff will return to Council for project approval after the
environmental review and design phases are completed.
Background
Both San Antonio Road and East Charleston Road are classified as arterial streets, and their
junction is a major signalized intersection within the City of Palo Alto. For the purposes of this
report, San Antonio Road runs north-south, and East Charleston runs east-west. A frontage
road exists parallel to San Antonio Road on the west side that provides access to Fabian Way, to
the 76 gas station, and to residents and businesses on the northwest quadrant of this
intersection. This intersection provides a direct connection to the US 101 Freeway, the Jewish
Community Center, Space Systems Loral, and the City of Mountain View. It has been identified
as an intersection of concern due to complaints related to traffic congestion and pedestrian
safety. Comprehensive Plan Goal T-2, concerning Traffic Delay and Congestion, states
“Decrease delay, congestion and VMT with a priority on our worst intersections and our peak
commute times, including school traffic.”
About 4,000 motor vehicles and 20 bicycles travel through this intersection during the one-hour
morning peak on a typical weekday. This intersection currently operates at a motor vehicle
Level of Service C during the morning peak-hour and Level of Service D during the evening
peak-hour but will sometimes exceed its practical capacity when surges of traffic from multiple
directions occur simultaneously. Level of Service D can be described as approaching unstable
flow of traffic and occasionally waiting through more than one signal cycle before proceeding.
San Antonio Road and Charleston Road are designated as a future enhanced bikeway in the
Bicycle and Pedestrian Transportation Plan (2012) in the vicinity of this intersection.
In November 2017, City staff began collecting and analyzing comprehensive traffic volume,
speed and collision data. In April 2018, staff hosted the first community meeting where
community members and stakeholders provided input on project goals and helped identify
issues and opportunities. Subsequent community meetings were held to discuss and present
revised alternative concept ideas for the intersection. Staff received many constructive
comments from the community. Most were related to specific pedestrian improvements,
overall traffic safety, parking concerns, and maintaining or improving the current vehicle
operations. With input from stakeholders and evaluation by the consulting team, two
alternative concept plans were developed.
Discussion
The San Antonio Road and East Charleston Road Intersection Improvement project is intended
to address concerns brought to staff by local residents that live near or commute through this
intersection. The focus of this current project is targeted at three main goals:
• Improve access and mobility of all modes of travel;
City of Palo Alto Page 3
• Reduce vehicular collisions and improve intersection safety for pedestrians; and
• Rationalize traffic operations.
Local residents, employees, and community center visitors have cited a history of collisions,
pedestrian safety and congestion during peak hours as recurring issues at this intersection. Of
particular concern was pedestrian safety crossing the west leg of East Charleston Road with two
conflicting southbound right-turn lanes on San Antonio Road. During field observations, it was
noted that vehicles in the second right-turn lane do not always yield to pedestrians as required.
According to data assembled by the California Highway Patrol, using the Statewide Integrated
Traffic Records System (SWITRS) database, this intersection had approximately 25 reported
collisions over a five-year period from January 2012 to December 2016. For a typical collision
history analysis, the last five years of complete data are commonly reviewed. In reviewing the
reported-collision history and primary collision factors, the City’s Transportation staff
determined that most collisions were likely caused by unsafe speed or improper turning; and
the prevailing crash type was rear-end or sideswipe, which can likely be attributed to vehicles
speeding or heavy traffic congestion. The highest number of rear-end collisions occurred on
westbound Charleston Road with the highest number of sideswipe collisions on southbound
San Antonio Road and eastbound Charleston Road.
As part of the Office of Transportation’s Traffic Safety Program, staff worked with the
neighborhood to identify potential options and ideas and held a community meeting on April
26, 2018 at the Jewish Community Center. About 40 people were present at this meeting where
staff presented three (3) preliminary ideas to address identified concerns that could be
implemented within a short time and a longer-term idea that would be possible to implement
with the US 101 Freeway Interchange project.
Preliminary Concept Idea A: Idea A includes removal of one southbound right-turn travel
lane on San Antonio Road and addition of an Overlap phase in the traffic signal timing.
The addition of a southbound bike lane on San Antonio Road and pedestrian
improvements at the southwest corner are also proposed. Two through southbound
lanes and one left turn lane would be maintained.
Preliminary Concept Idea B: Idea B includes the addition of a second southbound left-
turn lane on San Antonio Road. Two through southbound lanes, one shared through-
right turn lane and a right only turn lane would be maintained.
Preliminary Concept Idea C: Idea C combines features of both ideas A and B. This idea
includes removal of one southbound right-turn travel lane and addition of a southbound
bike lane on San Antonio Road. Pedestrian improvements at the southwest corner and
City of Palo Alto Page 4
addition of an Overlap phase in the traffic signal timing are also proposed. It also
includes the addition of a second southbound left-turn lane on San Antonio Road. Two
through southbound lanes would be maintained.
At the first meeting, residents were generally in favor of idea C but expressed concerns about
traffic back up and congestion if one southbound right-turn travel lane were to be removed.
Based on community input from the first outreach meeting as well as additional operational
evaluations, idea “D” was developed to incorporate more protected pedestrian movement.
Preliminary Idea D: Idea D includes the addition of a second southbound left-turn lane
on San Antonio Road and pedestrian improvements at the southwest corner. Two
through southbound lanes would be maintained and the shared through-right turn lane
would be converted to right only turn lane.
Newly developed idea D and previously discussed idea C were presented at the second
community meeting held on September 5, 2018 at the Jewish Community Center. Forty-five
people attended this meeting and provided constructive feedback on both ideas. Most people
were generally in favor of idea D but were concerned about pedestrian safety when crossing
the west leg of East Charleston Road with two conflicting southbound right-turn lanes on San
Antonio Road (as it currently exists). Staff committed to further evaluate southbound right-turn
signal operations. Some of the business owners requested another focused meeting with staff
so they could better understand how the modifications at the southwest corner would impact
them in terms of access and parking. As presented, corner modifications would eliminate three
parking spaces along the frontage road on San Antonio and align the crosswalk for better
visibility. Due to high parking demand, the loss of three parking spaces is significant for
businesses in this area.
Staff further revised idea D to add additional parking spaces further south such that no net loss
of parking spaces along the frontage road would occur. Modifications to the southwest corner
were also revised to incorporate a full third receiving lane (ten to 11 feet wide) for vehicles
entering the frontage road and also to accommodate larger vehicles access to the frontage road
and gas station.
Planning and Transportation Commission Meeting
Staff presented this report to the Planning and Transportation Commission (PTC) on November
13, 2019. The PTC draft verbatim minutes are provided in the following link:
https://www.cityofpaloalto.org/civicax/filebank/documents/74917 The Planning and
Transportation Commission reviewed both alternative concept plans C and D and
recommended that the City Council approve the recommended alternative D and direct staff to
proceed with the design phase by a vote of six to one. Some of the highlighted comments
received from include:
City of Palo Alto Page 5
• Anticipation of land use changes and setting of San Antonio Road should be considered
• Option of a buffered bike lane in place of second right turn lane should be considered
• Long-term circulation changes not included with this project
The PTC weighed the conceptual design options, potential impacts, benefits, and ultimately
recommended approval of the Concept Plan D (Attachment A).
Summary of Key Issues
After preliminary feasibility analysis, the concept idea was reduced to alternative D
(Attachment A), which could reasonably be implemented within the existing constraints.
Preliminary Idea D: This concept plan is included as Attachment A in this report. Idea D
includes keeping the second southbound shared right -turn lane on San Antonio Road
but converts it to right-turn only (onto Charleston) modifies the southwest corner of the
intersection, and adds an overlap phase.
An "overlap" is a special output of the traffic signal controller that allows for a right turn
to receive a green arrow at the same time as a left –turn movement on the adjacent leg.
This also allows for an "overlap" from one phase movement to another. At this
intersection, the dedicated right turn lane would be signalized with a right turn arrow
and would then operate when the adjacent eastbound left is green. This signal overlap
would allow the southbound right-turn traffic to continue moving during some portions
when the southbound through traffic has a red signal. The use of an overlap would
potentially help the overall traffic capacity through this intersection.
Two through southbound lanes would be maintained, however the right-most through
lane would become a shared through-right lane for vehicles traveling to the frontage
road south of the intersection. This would allow more vehicles to turn right thus
improving the traffic flow during the morning peak period. Roadway configuration for
southbound traffic would then be two left turn lanes, two through lanes, and two right
turn only lanes.
Pros: Modifications to the southwest corner of the intersection shortens
pedestrian crossing and improves sightlines. The addition of a second
southbound left-turn vehicular travel lane would increase roadway capacity.
Southbound right turn capacity is maintained with an overlap phase.
Cons: Bicycle conditions remain the same as existing.
City of Palo Alto Page 6
Using the City’s adopted standards of significance for increased delays at signalized
intersections and existing traffic volumes, staff determined that a reduction from two to one
right turn travel lane on southbound San Antonio Road (as proposed in Concept C) would
trigger a potentially significant environmental impact at the intersection. Based on this analysis,
staff recommends implementing Concept Idea D for improvements to the intersection of San
Antonio Road and East Charleston Road.
The buffered bike lane, as suggested during PTC meeting, may be reconsidered in the future if
and when more comprehensive corridor improvements along San Antonio Road are evaluated
in a more holistic approach. The designs in Concept D are not anticipated to prevent a
southbound buffered bike lane in the future.
Policy Implications
Comprehensive Plan goals, policies, and programs that support the implementation of this
project include:
Policy T-1.22 Continue to measure the effectiveness of the City’s transportation network to
make better decisions on transportation issues.
Goal T-2 Decrease delay, congestion and VMT with a priority on our worst intersections
and our peak commute times, including school traffic.
Goal T-3 Maintain an efficient roadway network for all users.
Policy T-3.1 Maintain a hierarchy of streets that includes freeways, expressways, arterials,
residential arterials, collector streets and local streets, balancing the needs of all
users in a safe and appropriate manner.
Policy T-3.3 Avoid major increases in single-occupant vehicle capacity when constructing or
modifying roadways unless needed to remedy severe congestion or critical
neighborhood traffic problems. Where capacity is increased, balance the needs
of motor vehicles with those of pedestrians and bicyclists.
Policy T-3.5 When constructing or modifying roadways, plan for use of the roadway by all
users.
Policy T-3.6 Consider pedestrians, bicyclists, e-bikes and motorcycles when designing road
surfaces, curbs, crossings, signage, landscaping and sight lines.
Policy T-4.3 Identify specific improvements that can be used to discourage drivers from
using local, neighborhood streets to bypass traffic congestion on arterials.
City of Palo Alto Page 7
Goal T-6 Provide a safe environment for motorists, pedestrians and bicyclists on Palo Alto
streets.
Policy T-6.1 Continue to make safety the first priority of citywide transportation planning.
Prioritize pedestrian, bicycle and automobile safety over motor vehicle level of
service at intersections and motor vehicle parking.
Policy T-6.2 Pursue the goal of zero severe injuries and roadway fatalities on Palo Alto city
streets.
Policy T-6.6 Use engineering, enforcement and educational tools to improve safety for all
users on City roadways.
Resource Impact
This project is funded through the Traffic Signal and Intelligent Transportation Systems Capital
Improvement Project (PL-05030). A total of $900,000 was transferred from the San
Antonio/West Bayshore Transportation Impact Fund which is anticipated to cover costs of the
San Antonio Road and East Charleston Road Intersection Improvement Project.
Timeline
Upon approval from City Council, staff will begin working with on-call consultants on the
environmental analysis, plans, specifications, and estimates for construction. Design and
environmental work are scheduled to be completed by Summer 2020. Construction will be
scheduled soon thereafter.
Stakeholder Engagement
On April 26, 2018, Staff hosted the first community meeting where community members and
stakeholders provided input on project goals and helped identify issues and opportunities. Two
follow-up community meetings were held on September 5, 2018 and August 22, 2019, to
discuss and present revised alternative concept ideas for the intersection. In addition, Staff also
met with surrounding businesses in a daytime community meeting on February 12, 2019 to
discuss any issues and concerns more directly related to the local business operations.
Planning and Transportation Commission (PTC) public hearing was held on November 13, 2019.
Notice cards for this PTC hearing and City Council public hearing were sent to residents and
businesses within 500 feet radius of this intersection. Attendees who provided their email
addresses during community meetings were also notified through an email. The meeting details
were posted on social media and the city’s website and were open to all.
Environmental Review
City of Palo Alto Page 8
The recommended Council action – providing preliminary direction to staff to move forward
with design, environmental analysis, and cost estimates – does not constitute approval of a
project under the California Environmental Quality Act (CEQA). Staff will return to Council for
project approval after the environmental review and design phases are completed.
Given the nature of the proposed improvements for the preferred concept plan (Concept Plan
D, Attachment A); the project is anticipated to qualify for a Class 1 Categorical Exemption.
However, this will be reviewed further and if necessary, an Initial Study/Mitigated Negative
Declaration (IS/MND) (or other CEQA document as appropriate) will be prepared prior to
project approval.
The Class 1 exemption covers minor alterations to existing facilities so long as they involve no or
negligible expansion of use. Although the project would include the addition of a second
southbound left-turn lane on San Antonio Road, the overall roadway width and the existing
curb-to-curb dimension remains unchanged. This signalized intersection is anticipated to
operate at an improved motor vehicle level of service than it does under existing conditions.
Attachments:
Attachment A: Preliminary Concept Plan D (PDF)
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NO REDUCTION IN TOTAL PARKING
SPACES ON FRONTAGE ROAD
MODIFICATION TO ADD
2 PARKING SPACES
REMOVAL OF 2 EXISTING
PARKING SPACES
RELOCATE EXISTING SIGN
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Short-term Idea D - Addition of Second Left-Turn Lane, Adjustment to Right Turns
San Antonio Road & Charleston Road, Palo Alto, CA
CONCEPTUAL - NOT FOR CONSTRUCTION
DETAILED ENGINEERING DESIGN REQUIRED
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LEGEND
PROPOSED SIGNAL
EXISTING SIGNAL
PHASE DIAGRAM
CITY OF PALO ALTO OFFICE OF THE CITY CLERK
February 10, 2020
The Honorable City Council
Palo Alto, California
Adoption of a Resolution Scheduling the City Council Summer Break
and Winter Closure for 2020
RECOMMENDATION
Adopt the resolution (Attachment A) scheduling the City Council 2020
Summer Break and Winter Closure on dates determined by Council.
BACKGROUND
Under Municipal Code Section 2.04.010(b), the City Council schedules its
annual vacation for the following calendar year, by resolution, no later than
the third meeting in February. During the vacation period, the Code states
that there shall be no regular meetings of the Council or its standing
committees. Under the Code, the Mayor or a majority of the Council may call
a special meeting during the scheduled vacation, if necessary.
Last year Council’s summer break started on Tuesday, June 25, 2019 and
ended on Sunday, August 4, 2019. Council generally approves the annual
budget at the second or third meeting in June and begins its summer break
shortly thereafter. Please note that Palo Alto Unified School District’s
(PAUSD) scheduled last school day before their summer break is June 4,
2020. PAUSD is scheduled to resume classes on August 12, 2020.
There are several Registrar of Voters election process deadlines we need to
meet for the November 3, 2020 election. The last date to adopt a resolution
calling the election is July 1, 2020. Staff anticipates bringing that resolution
to Council for adoption on June 22, 2020. The last date for jurisdictions to
file a resolution calling for a measure election is August 7, 2020, and we are
suggesting Council return from break on Monday, August 3, 2020 to allow
time for finalization of any measure language that has not been completed
before the start of the summer break.
Additionally, the Council needs to set the winter closure. Staff proposes
Wednesday, December 16, 2020 through Sunday, January 3, 2021.
Staff respectfully requests Council’s determination regarding the dates to be
set for the Council breaks, and adoption of the attached Resolution.
Page 2
ATTACHMENTS:
• Attachment A: RESO 2020 Council Vacation (DOCX)
Department Head: Beth Minor, City Clerk
Page 3
NOT YET APPROVED
Resolution No.
Resolution of the Council of the City of Palo Alto Scheduling the
City Council Summer Vacation and Winter Closure for Calendar Year 2020
R E C I T A L S
A. Pursuant to Section 2.04.010 of the Municipal Code, the City Council must
schedule its annual vacation for each calendar year no later than the third meeting in February.
B. The City Council desires to set its annual vacation for 2020.
NOW, THEREFORE, the Council of the City of Palo Alto RESOLVES as follows:
SECTION 1. The City Council sets its summer vacation for calendar year 2020
from Tuesday, June 23, 2020 through Sunday, August 2, 2020 and winter closure from
Wednesday, December 16, 2020 through Sunday, January 3, 2021.
SECTION 2. The Council finds that the adoption of this resolution does not meet
the definition of a project under Public Resources Code Section 21065, thus, no environmental
assessment under the California Environmental Quality Act is required.
INTRODUCED AND PASSED:
AYES:
NOES:
ABSENT:
ABSTENTIONS:
ATTEST: APPROVED:
___________________________________ ____________________________________
City Clerk Mayor
APPROVED AS TO FORM:
______________________________ ____________________________________
City Attorney City Manager
1
City of Palo Alto (ID # 10941)
City Council Staff Report
Report Type: Informational Report Meeting Date: 2/10/2020
City of Palo Alto Page 1
Council Priority: Climate/Sustainability and Climate Action Plan,
Transportation and Traffic
Summary Title: 2020 S/CAP Update
Title: 2020 Sustainability and Climate Action Plan Update
From: City Manager
Lead Department: Public Works
Recommendation
This is an Informational Report and requires no Council Action.
Executive Summary
Staff is developing a 2020 Sustainability and Climate Action Plan (S/CAP)Update to help the City
meet its goal of reducing Greenhouse Gas (GHGs) emissions 80 percent below 1990 levels by
2030 and other important Sustainability Goals.The purpose of this Informational Report is to
give a status report on the development of the S/CAP Update and outline the tasks and
schedule for completing it. A critical component of the schedule is the engagement of Council
and the Community, and therefore this Informational Report will focus on the engagement
steps needed to obtain input for the S/CAP Update.
Background
The City of Palo Alto has long been a leader in sustainability, making impressive progress
towards reducing its carbon impacts, greenhouse gas emissions, and resource consumption
since adopting a Sustainability Policy1 in 2001, reflecting the City’s intention to be a sustainable
community -one which meets its current needs without compromising the ability of future
generations to meet their own needs. Since then, the City has undertaken a wide range of
initiatives to improve the sustainability performance of both government operations and the
community at large, including: adopting one of the first municipal Climate Action Plans2 in the
US in 2007; adopting a Sustainability and Climate Action Plan (S/CAP) Framework3 in 2016,
which includes an aspirational goal of reducing Greenhouse Gas (GHGs) emissions 80 percent
1 https://www.cityofpaloalto.org/civicax/filebank/documents/7856
2 https://www.cityofpaloalto.org/civicax/filebank/documents/9946
3 https://www.cityofpaloalto.org/civicax/filebank/documents/60858
City of Palo Alto Page 2
below 1990 levels by 20304; providing 100 percent carbon neutral natural gas since July 2017 —
making the City of Palo Alto Utilities the first utility in the world to provide carbon neutral
electricity and natural gas as a standard to all customers —having provided 100 percent carbon
neutral electricity since 2013;and, in December 2017 accepting the 2018-2020 Sustainability
Implementation Plan (SIP)“Key Actions” as a summary of the City’s work program5.
Sustainability is also embedded in the 2030 Comprehensive Plan6 (adopted in 2017), with 10
goals and over 50 actions outlined in the 2030 Comprehensive Plan Implementation Plan that
are explicitly or implicitly related to sustainability.
While GHG emissions reduction is not the only goal of the S/CAP, it is the major one. To achieve
an 80 percent reduction target by 2030, Palo Alto will need to meet a target “GHG reduction
budget” of about 224,600 MT CO2e7. The analyses in the 2016 S/CAP Framework (conducted in
2014-2015) projected that more than half of the needed additional reductions (117,900 MT
CO2e) could come from transportation related measures, just under half (97,200 MT CO2e)
from efficiency and fuel switching measures (largely in buildings), and about four percent (9,500
MT CO2e) from continuation and extension of Palo Alto’s zero waste initiatives. These
reduction targets are now outdated and do not include recent sustainability initiatives, actions,
and projects. The analyses will be revised to include current information and staff will provide
Council an update when new reduction targets are established.
As a result of various City-led initiatives, programs, and activities focused on climate change and
sustainability, by the end of 2018 Palo Alto had reduced GHG emissions an estimated 56.5
percent from the 1990 baseline,despite a population increase of 20.4 percent from the 1990
baseline. Overall, the performance of City Municipal Operations showed a 65.8 percent
reduction in Scope 1 and Scope 2 emissions8 from the 2005 baseline year.
Discussion
For the City to continue progress towards its climate and sustainability goals and targets, a 2020
S/CAP Update is necessary to further study the highest impact actions to take. The 2016 S/CAP
Framework provided direction and overall goals through 2020. The intent was for staff to
update the S/CAP every five years and develop more granular five-year work plans and short-
term programs, rather than attempt to build a detailed 14-year work plan.
The 2016 S/CAP Framework was supplemented by a 2018 –2020 SIP, which provided an
implementation plan for the City’s sustainability work.While the 2018 –2020 SIP focused on
two key concerns—CO2 emissions and Water—and four key areas of activity: Energy, Mobility,
4 https://www.cityofpaloalto.org/news/displaynews.asp?NewsID=3534&TargetID=268
5 https://www.cityofpaloalto.org/civicax/filebank/documents/63141
6 https://www.cityofpaloalto.org/civicax/filebank/documents/62915
7 MT CO2e = metric tons of CO2 equivalent
8 Scope 1 and Scope 2 emissions are non-biogenic emissions that are caused by human activity. Biogenic emissions
are assumed to be net carbon neutral and not reported under GHG emission reporting protocols. Scope 2
emissions from electricity were eliminated starting in 2013 by the purchase of Renewable Energy Credits (RECs)
under the Carbon Neutral Plan.
City of Palo Alto Page 3
Electric Vehicles, and Water, staff proposes that the 2020 S/CAP Update include the following
areas: Energy, Mobility, Electric Vehicles, Water, Climate Adaptation and Sea Level Rise, Natural
Environment, and Zero Waste. For each area, staff –with input from the community –will
include S.M.A.R.T (Specific, Measurable, Attainable, Realistic, Timely) goals and Key Actions.
These goals and Key Actions will be the foundation for the 2020 S/CAP Update. A summary of
the proposed areas and priorities can be found in Attachment A.
Once the Goals and Key Actions have been finalized, a consultant will perform an impact
analysis, which will detail the costs, expected GHG remissions reductions, and sustainability
benefits. In addition, in March 2019 Council approved a Sea Level Rise Adaptation Policy to
provide a roadmap for creating a comprehensive Sea Level Rise Adaptation Plan, which will be
incorporated into the 2020 S/CAP Update. After the 2020 S/CAP Update has been drafted, a
consultant will prepare appropriate CEQA environmental documents, so that there is a
companion CEQA review of the S/CAP Update.
Resource Impact
This Informational Report has no Financial Impact.Actions having a financial impact will be
brought to Council separately.
Policy Implications
The 2020 S/CAP Update aligns with the 2019 Climate/Sustainability and Climate Action Plan
Council Priority and the 2019 Transportation Council Priority.
Stakeholder Engagement
Staff has developed an Engagement Plan which identifies relevant stakeholders, proposed
materials, and desired meeting milestones and outcomes. Staff will involve the community in
the development of the 2020 S/CAP goals and Key Actions through a community workshop this
spring and a 2020 S/CAP Summit in the fall. Some of the areas will require more in-depth
discussion, and staff will hold area-specific meetings to do a deeper dive on specific topics, such
as Sea Level Rise.
Staff will also provide opportunities for on-line engagement to gain a better understanding of
the community’s concerns and vision around the 2020 S/CAP Process, as well as provide an
opportunity for community members who can’t attend the meetings to weigh in. An overview
of the proposed community engagement plan can be found in Attachment B.Attachment C
provides an overview of the proposed 2020 S/CAP Update process.
Environmental Review
Discussion of the 2020 S/CAP Update from Council does not meet the definition of a “project”
under the California Environmental Quality Act and therefore no environmental review is
required.
Attachments:
·Attachment A -2020 SCAP Update Proposed Areas and Priorities
City of Palo Alto Page 4
·Attachment B -2020 SCAP Update Community Engagement Plan
·Attachment C -2020 SCAP Update Proposed Process
2020 SUSTAINABILITY AND CLIMATE ACTION PLAN
PROPOSED AREAS AND PRIORITIES
Ü Building efficiency and electrification are key to achieving Palo Alto’s greenhouse gas
reduction goals. Overcoming building electrification barriers at both the local and
regional level will be necessary to increase market adoption in existing buildings.
Ü Priority: Reduce greenhouse gas emissions from Palo Alto’s building sector
Ü Road transportation represents the largest percentage of Palo Alto’s existing carbon
footprint –and a congestion headache.Reducing Vehicle Miles Traveled (VMT),is one
solution to reduce transportation related GHG emissions.
Ü Priorities: Increase active transportation (human-powered methods of travel, such as
walking or bicycling); Increase availability of transit and shared mobility services
Ü Powering transportation through Electric Vehicles (EVs) as opposed to fossil fuel
powered vehicles can significantly reduce GHG emissions and climate pollution.
Ü Priorities: Increase the number of EVs registered in Palo Alto; Ensure adequate EV
charging infrastructure
Ü Water is a limited resource, and its availability will be further impacted by climate
change. Strategies include reducing water consumption while exploring ways to capture
and store water and increasing the availability and use of recycled water.
Ü Priorities: Reduce per capita water use; Increase the percentage of recycled water used;
Reduce total dissolved solids (inorganic salts and some small amounts of organic matter
that are dissolved in water);Manage stormwater
Ü Sea level rise (SLR) in San Francisco Bay is anticipated to range between 3 –10 feet by
2100. In Palo Alto, many City services and infrastructure that are essential to the City’s
public health, safety,and economy are located within areas that are predicted to be
inundated by Bay water if adaptation measures are not implemented.
Ü Priorities: Conduct a SLR vulnerability assessment; Develop and implement a SLR
Adaptation Plan using protect, adapt, retreat strategies; Potentially modify City
planning, zoning, building codes, and floodplain management; Protect and enhance the
Baylands ecosystem
Ü Sustainability is not only about mitigation, adaptation, and resilience, but also
regeneration –identifying opportunities for renewal, restoration, and growth of our
natural environment. Palo Alto will continue to build and restore the natural
environment and its ecosystem services and the bio-capacity that supports it.
Ü Priorities: Renew, restore, and enhance resilience of our natural environment;Maximize
biodiversity;Reduce environmental impacts of our actions;Increase tree canopy;
Expand the designation of pesticide-free parks and city facilities
Ü Reducing waste is an important strategy for both GHG reductions and overall
sustainability. Zero Waste is a holistic approach to managing materials in a closed loop
system (circular economy), where all discarded materials are designed to become
resources for others to use.
Ü Priorities: Divert waste from landfills;Implement 2018 Zero Waste Plan Initiatives
1 1
2020 Sustainability & Climate Action Plan (S/CAP) Community Engagement
2020
S/CAP
Update
2020 S/CAP Community Input:
Community Engagement Workshop
City Council Study Session
S/CAP Update Summit
Outreach:
Adopted 2020 S/CAP
Area-Specific Community Input
Seven Proposed Areas of the 2020 S/CAP Update
1 1
2020 S/CAP Update Proposed Process
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Final CEQA
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City of Palo Alto (ID # 10887)
City Council Staff Report
Report Type: Informational Report Meeting Date: 2/10/2020
City of Palo Alto Page 1
Summary Title: Investment Activity Report
Title: City of Palo Alto Investment Activity Report for the Second Quarter,
Fiscal Year 2020
From: City Manager
Lead Department: Administrative Services
Background
The City’s investment policy requires that staff report to Council quarterly on the City’s
portfolio composition and performance compared to the Council-adopted policy; discuss
overall compliance with the City’s Investment Policy; and provide recommendations, if any, for
policy changes. In addition, staff provides a detailed list of all securities and report on the City’s
ability to meet expenditure requirements over the next six months. This report is to inform
Council of the City’s investment portfolio performance as of the second quarter ending
December 31, 2019 and to disclose staff’s cash flow projections for the next six months.
Discussion
The City’s investment portfolio is summarized in Graph 1 and detailed in the Investments by
Fund Report (Attachment B). The Investments by Fund Report groups the portfolio’s securities
by investment type and includes details of the investment issuer, date of maturity, current
market value, the book and face (par) value, and the weighted average maturity of each type of
investment and of the entire portfolio.
City of Palo Alto Page 2
U.S. Treasury
2.0%
U.S. Agency
47.9%
U.S.
Municipal/State
24.8%
Negotiable CD
8.0%
U.S. Corporate
3.6%
Supranational
6.2%
Liquid Accts.
7.5%
Graph 1: Investments by Type -$535.3M
(Par Value)
The par value of the City’s portfolio is $535.3 million; in comparison, last quarter it was $525.2
million. The $10.1 million portfolio growth since the last quarter primarily results from timing
of cash flows. Compared to the first quarter of the fiscal year, there was an increase in property
tax receipts totaling $16.3 million and due to the prepayment of the City’s Fiscal Year 2020
Unfunded Accrued Liability (UAL) pension cost for active employees to the Public Employers’
Retirement System (PERS) totaling $30.2 million in July resulting in reduced bi-weekly payments
for the second quarter totaling $7.0 million.
The portfolio consists of $40.3 million in liquid accounts and $495.0 million in various
investment types as detailed in the below Table 1. The Investment Policy requires that at least
$50 million be maintained in securities maturing in less than two years. The portfolio includes
$126.5 million in investments maturing in less than two years, comprising 23.6 percent of the
City’s investment portfolio. In addition, the Investment Policy allows up to 30 percent of the
portfolio to be invested in securities with maturities beyond five years; actual at the end of the
second quarter is 28.6 percent of the portfolio.
City of Palo Alto Page 3
Table 1:
Up to 1
Year
1 to 2
Years
2 to 3
Years
3 to 5
Years
Over
5 Years
Portfolio
Total *
% of
Portfolio
U.S. Treasury -$ -$ 4.5$ 6.0$ -$ 10.5$ 2.0%
U.S. Agency Bonds 37.2 29.6 43.1 57.5 89.0 256.4 47.9%
U.S. Municipal/ State Bonds 5.2 25.9 14.2 25.7 61.9 132.9 24.9%
Negotiable Certificates of Deposits (NCD)3.9 8.6 16.0 13.9 0.5 42.9 8.0%
U.S. Corporate Bonds 7.2 6.9 0.1 5.1 - 19.3 3.6%
Supranational Organizations Bonds - 2.0 4.5 25.0 1.5 33.0 6.2%
Liquid Accounts (LAIF & Fidelity)40.3 - - - - 40.3 7.5%
Grand Total 93.8$ 73.0$ 82.4$ 133.2$ 152.9$ 535.3$ 100%
% of Portfolio 17.5%13.6%15.4%24.9%28.6%100.0%
* $47.5 million or 8.9 percent are in investments that support Environmental, Social, and Governace (ESG) Activities
(aka "Green" and Supranational Bonds)
Maturities - Par Value (millions)
Investment Type
The current market value of the portfolio is 100.7 percent of the book value. The market value
of securities fluctuates, depending on how interest rates perform. When interest rates
decrease, the market value of the securities in the City’s portfolio will likely increase; likewise,
when interest rates increase, the market value of the securities will likely decrease.
Understanding and showing market values is not only a reporting requirement, but essential to
knowing the principal risks in actively buying and selling securities. It is important to note,
however, that the City’s practice is to buy and hold investments until they mature so changes in
market price do not affect the City’s investment principal. The market valuation is provided by
Union Bank of California, which is the City’s safekeeping agent. The average life to maturity of
the investment portfolio is 3.81 years compared to 3.68 years last quarter.
Investments Made During the Second Quarter
During the second quarter, $71.2 million of securities with an average yield of 2.4 percent
matured. During the same period, per Table 2, government securities totaling $74.2 million
with an average yield of 2.3 percent were purchased. The expectation is interest rates and the
City’s portfolio’s average yield will gradually decline. The City’s short-term money market and
pool account increased by $8.1 million compared to the first quarter. Staff continually monitors
the City’s short-term cash flow needs and adjusts liquid funds to meet them.
City of Palo Alto Page 4
Table 2:
Up to 1
Year
1 to 2
Years
2 to 3
Years
3 to 5
Years
Over
5 Years
Portfolio
Total *
% of
Purchase
U.S. Agency Bonds -$ -$ -$ 13.5$ 19.4$ 32.9$ 44.3%
U.S. Municipal/ State Bonds - - - 3.5 22.2 25.7 34.6%
Negotiable Certificates of Deposits (NCD)- - 0.2 2.7 0.2 3.1 4.2%
U.S. Corporate Bonds - - - 1.0 - 1.0 1.3%
Supranational Organizations Bonds - - - 10.0 1.5 11.5 15.5%
Grand Total -$ -$ 0.2$ 30.7$ 43.3$ 74.2$ 100%
% of Purchase 0.0%0.0%0.3%41.4%58.5%100.2%
* $12.7 million or 17.1 percent are in investments that support Environmental, Social, and Governace (ESG) Activities
(aka "Green" and Supranational Bonds)
Investment Type
2019 Q2 Security Purchases - Par Value (millions)
Availability of Funds for the Next Six Months
Normally, the flow of revenues from the City’s utility billings and General Fund sources is
enough to provide funds for ongoing expenditures in those respective funds. Projections
indicate receipts will be $286.6 million and expenditures will be $277.9 million over the next six
months, indicating an overall growth in the portfolio of $8.7 million.
As of December 31, 2019, the City had $40.3 million deposited in the Local Agency Investment
Fund (LAIF) and a money market account that could be withdrawn on a daily basis. In addition,
investments totaling $24.0 million will mature between January 1, 2020 and June 31, 2020.
Based on the above and staff’s revenue and expenditure forecast for the next six months, staff
is confident that the City will have more than enough funds or liquidity to meet expenditure
requirements for the next six months.
Compliance with City Investment Policy
During the second quarter, staff complied with all aspects of the Investment Policy. Attachment
C lists the major restrictions in the City’s Investment Policy compared with the portfolio’s actual
performance.
Investment Yields
Interest income on an accrual basis for the second quarter was $3.1 million. As of December
31, 2019, the yield to maturity of the City’s portfolio was 2.31 percent. In the second quarter,
LAIF’s average yield was 2.11 percent while the average yield on the two-year and five-year
Treasury bonds was approximately 1.59 percent and 1.62 percent, respectively. As stated in the
last report, since December 2018 Treasury bond yields have periodically inverted, meaning
yields on bonds with a shorter duration are higher or the same than the yields on bonds that
have a longer duration. Historically, the inverted yield curve has been an indication of investors
having little confidence in the near-term economy. Typically, investors purchase more long-
City of Palo Alto Page 5
term investments when they believe interest rates will continue to decline and the economy in
the near-term is a much risker investment environment.
The declining interest rate is expected to continue the gradual decrease in the portfolio’s yields.
Historically, the City’s portfolio yield has outperformed the two-year and five-year Treasury
bond rates and does so again, however with the rapid interest rate rise in FY 2018 that wasn’t
the case until last two quarters; this is an expected occurrence. As the City’s laddered portfolio
investments mature in the next year or two, funds are expected to be reinvested in a mix of
higher and lower yielding securities compared to the yield on the matured investments. Graph
2 shows the City’s yields and interest earnings for the past 18+ years.
City’s portfolio duration is 3.81 years.
Yield Trends
The Federal Open Market Committee (FOMC) cut the federal fund rate to 1.50 percent in
October 2019 with no changes in the December 2019 meeting. This was the third rate cut in
calendar year 2019 while in calendar year 2018 the fed funds rate rose by 1.0 percent. The
FOMC continue to view economic activity rising at a moderate pace, job gains remaining stable,
low unemployment, and inflation rate being tame around 2 percent. The FOMC expectation is
future federal fund rate changes will be dependent on economic data, including global
developments and inflation movements.
5.79%
4.19%City of Palo Alto4.41%
2.91%
1.93%
2.31%
2 Yr. Treasury
1.59%
5 Yr. Treasury
1.62%
LAIF
2.11%
$0.0
$0.5
$1.0
$1.5
$2.0
$2.5
$3.0
$3.5
$4.0
$4.5
$5.0
0%
1%
2%
3%
4%
5%
6%
Int. Earnings
(Millions)Yields
Fiscal Year Quarters
Graph 2: Yields and Interest Earnings
City of Palo Alto Page 6
Funds Held by the City or Managed Under Contract
Attachment A is a consolidated report of all City investment funds, including those not held
directly in the investment portfolio. These include cash in the City’s regular bank account with
US Bank and Wells Fargo. A description of the City’s banking relationships can be found in City
Council Staff Report 7858. The bond proceeds, reserves, and debt service payments being held
by the City’s fiscal agents are subject to the requirements of the underlying debt indenture. The
trustees for the bond funds are U.S. Bank and California Asset Management Program (CAMP).
Bond funds with U.S. Bank are invested in federal agency and money market mutual funds that
consist exclusively of U.S. Treasury securities. Bond funds in CAMP are invested in banker’s
acceptance notes, certificates of deposit, commercial paper, federal agency securities, and
repurchase agreements. The most recent data on funds held by the fiscal agent is as of
December 31, 2019.
In January 2017, the City established a Section 115 Irrevocable Trust (Public Agencies Post-
Employment Benefits Trust) administered by Public Agency Retirement Services (PARS). This
fund is not governed by the City’s Investment Policy; however, it is discussed in this report for
administrative ease. It is the City’s intent to prefund pension costs and began to address the
Net Pension Liabilities (NPL) as calculated by Governmental Accounting Standards Board
Pronouncement No. 68 (GASB 68). The Section 115 Trust offered by PARS has five portfolios
from which to choose in making investments of City funds. The City has selected the
“Moderately Conservative” portfolio which is the second most conservative. Additional
information on this trust can be found in City Council Staff Report 7553. Through December 31,
2019, principal investment contributions of $13.5 million have grown to $14.6 million and the
net return for one year has been 12.7 percent.
Fiscal Impact
This is an information report.
Environmental Review
This information report is not a project under the California Environmental Quality Act;
therefore, an environmental review is not required.
Attachments:
• Attachment A: Consolidated Report of Cash Management
• Attachment B: Investment Portfolio
• Attachment C: Investment Policy Compliance
Book Value Market Value
City Investment Portfolio (see Attachment B)541,016,775$ 544,829,307$
Other Funds Held by the City
Cash with Wells Fargo Bank 871,990 871,990
(includes general and imprest accounts)
Cash with US Bank 1,795,110 1,795,110
(includes general and imprest accounts)
Petty/Working Cash 12,478 12,478
Total - Other Funds Held By City 2,679,578 2,679,578
Funds Under Management of Third Party Trustees *
Debt Service Proceeds
US Bank Trust Services **
1995 Utility Revenue Bonds
Debt Service Fund 118 118
1999 Utility Revenue BondsDebt Service Fund 55 55
2009 Water Revenue Bonds (Build America Bonds)Debt Service and Reserve Funds 2,590,553 2,590,553
2010 General Obligation (Library) Bond
Debt Service and Escrow Funds 2,400,531 2,400,531
2011 Utility Revenue Refunding Bonds
Debt Service and Reserve Funds 1,456,675 1,456,675
2012 University Ave. Parking Refunding Bonds
Reserve and Escrow Funds 1,812,727 1,812,727
2013 General Obligation (Library) BondEscrow Funds 3,094,801 3,094,801 2018 Capital Improvement (Golf Course & 2002B COP Refinance) (Taxable- Green Bond) Certificates of Participation
Debt Service and Cost of Issuance Funds 219 219
2019 California Avenue Parking Garage Certificates of Participation
(Tax-Exempt and Taxable Bonds)
Construction and Cost of Issuance Funds 42,485,454 42,485,454
California Asset Management Program (CAMP) ***
2012 University Ave. Parking Refunding BondsReserve Fund 2,685,129 2,685,129
2013 General Obligation (Library) BondReserve Fund 594,271 594,271
Public Agencies Post-Employment Benefits Trust ****
Public Agency Retirement Services (PARS) (As of Nov. 2019) 14,491,192 14,491,192
Total Under Trustee Management 71,611,724 71,611,724
GRAND TOTAL 615,308,078$ 619,120,609$
* These funds are subject to the requirements of the underlying debt indenture. ** U.S. Bank investments are in money market mutual funds that exclusively invest in U.S. Treasury securities.*** CAMP investments are in money market mutual fund which invest in bankers acceptance, certificate of deposit,
commercial paper, federal agency securities, and repurchase agreements.
**** PARS investments are in moderately conservative index plus funds
Attachment A
Second Quarter, Fiscal Year 2019-20
(Unaudited)
Consolidated Report of Cash Management
City of Palo Alto Cash and Investments
City of Palo Alto City of Palo AltoAdministration Svcs. Dept.250 Hamilton Ave., 4th FloorPalo Alto, CA 94301(650)329-2362
December 31, 2019
Fund ALL - Portfolio Listings
Investments by Fund
Par Value Days ToMaturityMaturityDateCurrentRateMarket ValueCUSIPInvestment # Issuer
PurchaseDate Book Value YTM360 YTM365
LAIF & Fidelity Cash Accounts
Fidelity Investments158 3,097,987.31SYS158 11.53007/01/2018 3,097,987.31 1.509 1.5303,097,987.31
Local Agency Investment Fund159 37,195,639.21SYS159 12.03007/01/2018 37,256,744.84 2.002 2.03037,195,639.21
Subtotal and Average 40,293,626.52 40,293,626.52 40,354,732.15 1.964 1.992 1
Negotiable Certificates of Deposits
Comenity Capital Bank1959 NCD 245,000.0020033AM86 10/30/2023 1,3983.45010/30/2018 259,626.50 3.404 3.451245,000.00
American Federal Bank1476 NCD 245,000.0002600ADE4 09/30/2022 1,0032.45009/30/2015 249,285.05 2.418 2.451245,000.00
Allegiance Bank - Texas1844 NCD 245,000.0001748DAW6 09/29/2022 1,0022.05009/29/2017 246,658.65 2.022 2.051245,000.00
Alpine Bank1525 NCD 245,000.0002082CBG4 08/16/2023 1,3232.40002/16/2016 245,262.15 2.367 2.400245,000.00
American City Bank1692 NCD 245,000.00025140BC7 03/30/2021 4541.45009/30/2016 244,171.90 1.429 1.449245,000.00
American Eagle Bank2124 NCD 249,000.0002554BCN9 05/23/2022 8732.10009/27/2019 251,006.94 1.869 1.895250,186.71
American National Bank1766 NCD 245,000.0002772JAC4 08/04/2021 5812.05004/04/2017 246,384.25 2.023 2.051245,000.00
Anchor D Bank2115 NCD 245,000.00033034AJ8 09/30/2024 1,7341.95009/30/2019 245,051.45 1.923 1.950245,000.00
American State Bank OSCE1805 NCD 245,000.00029733BX9 05/30/2024 1,6112.30005/30/2017 249,309.55 2.270 2.301245,000.00
American Express Centurion Bk1986 NCD 245,000.0002589AA28 12/04/2023 1,4333.55012/04/2018 260,841.70 3.501 3.550245,000.00
Bankers Bank1776 NCD 245,000.0006610RAM1 04/19/2021 4741.90004/19/2017 245,708.05 1.875 1.901245,000.00
Bank of Wisconsin Dells1696 NCD 245,000.00065847DH5 10/12/2021 6501.50010/12/2016 244,140.05 1.480 1.500245,000.00
Bank Champaign1477 NCD 245,000.0006607ABD2 09/30/2022 1,0032.50009/30/2015 245,156.80 2.467 2.501245,000.00
Texas Exchange Bank2158 NCD 245,000.0088241TFS4 12/06/2024 1,8012.00011/22/2019 245,142.10 1.974 2.001245,000.00
Bank of Deerfield1396 NCD 245,000.00061785CM1 09/30/2020 2732.20009/30/2014 246,009.40 2.171 2.201245,000.00
Frontier Bank Madison NE1498 NCD 245,000.0035907XCL9 11/22/2021 6912.00011/20/2015 245,046.55 1.974 2.001245,000.00
Bank West1472 NCD 245,000.00063615AX6 09/16/2022 9892.25009/16/2015 247,959.60 2.220 2.251245,000.00
Apex Bank1693 NCD 245,000.0003753XAN0 09/30/2022 1,0031.70009/30/2016 244,358.10 1.676 1.700245,000.00
Century Next Bank2074 NCD 245,000.00156634AY3 08/30/2024 1,7031.70008/30/2019 242,674.95 1.678 1.701245,000.00
BMO Harris Bank1783 NCD 245,000.0005581WNY7 10/28/2022 1,0312.25004/28/2017 245,095.55 2.220 2.251245,000.00
BMW Bank of North America1807 NCD 245,000.0005580AJK1 06/16/2020 1671.85006/16/2017 245,215.60 1.824 1.850245,000.00
Beneficial Bank1680 NCD 245,000.0008173QBR6 09/13/2021 6211.50009/12/2016 244,073.90 1.479 1.500245,000.00
BankFirst1767 NCD 245,000.0006644QAA9 04/13/2022 8332.00004/13/2017 246,406.30 1.973 2.001245,000.00
Bofi Federal Bank1381 NCD 50,000.0009710LAF2 08/30/2022 9722.25008/25/2014 50,023.00 2.493 2.52749,667.92
Bofi Federal Bank1382 NCD 100,000.0009710LAE5 08/08/2022 9502.35008/25/2014 100,074.00 2.592 2.62899,345.96
Bofi Federal Bank1402 NCD 100,000.0009710LAF2 08/30/2022 9722.25010/21/2014 100,046.00 2.462 2.49699,407.32
Portfolio CPA
AP
Run Date: 01/12/2020 - 03:58 FI (PRF_FI) 7.1.1
Report Ver. 7.3.3a
Attachment B
December 31, 2019
Par Value Days ToMaturityMaturityDateCurrentRateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 2
CUSIP Investment #Issuer
PurchaseDate Book Value YTM360 YTM365
Negotiable Certificates of Deposits
Border State Bank2121 NCD 245,000.00099703FV7 10/11/2024 1,7451.95010/11/2019 245,098.00 1.923 1.950245,000.00
Banco Poplar North America1478 NCD 245,000.0005965GVP8 10/07/2020 2802.25010/07/2015 246,122.10 2.219 2.250245,000.00
Bridgewater Bank Bloom MN2099 NCD 245,000.00108622JA0 09/25/2023 1,3631.80009/25/2019 244,691.30 1.775 1.800245,000.00
Balboa Thrift & Loan1984 NCD 245,000.0005765LAW7 11/30/2022 1,0643.25011/30/2018 254,964.15 3.207 3.252245,000.00
Business Bank1531 NCD 245,000.0012325EHA3 02/10/2021 4061.55002/10/2016 244,686.40 1.530 1.551245,000.00
Citigroup1950 NCD 245,000.0017312QJ67 04/22/2023 1,2073.00004/24/2018 254,180.15245,000.00
Commercial Bank - Alma1772 NCD 245,000.00201282HM5 04/21/2022 8412.05004/21/2017 246,683.15 2.023 2.051245,000.00
CBC National Bank1571 NCD 245,000.0012480LDV6 04/15/2021 4701.50004/15/2016 244,451.20 1.479 1.500245,000.00
Celtic Bank2063 NCD 245,000.0015118RRH2 08/30/2024 1,7031.85008/30/2019 244,314.00 1.826 1.852245,000.00
Central State Bank1538 NCD 245,000.0015524EAA2 02/16/2022 7771.70002/16/2016 244,867.70 1.678 1.701245,000.00
First Iowa State Bank1840 NCD 245,000.00320636AC7 01/31/2022 7611.90007/31/2017 245,899.15 1.876 1.902245,000.00
Choice Bank - Oshkosh WI1884 NCD 245,000.0017037VBT8 12/29/2022 1,0932.35012/29/2017 248,738.70 2.317 2.350245,000.00
CIBM Bank1809 NCD 245,000.0012545JAM7 06/16/2022 8972.10006/16/2017 245,225.40 2.072 2.101245,000.00
Citizens Deposit Bank1677 NCD 245,000.0017453FBP6 08/24/2021 6011.40008/24/2016 244,029.80 1.380 1.400245,000.00
Citizens State Bank1541 NCD 250,000.0017670BAQ1 02/17/2023 1,1431.75002/19/2016 249,402.50 1.727 1.751250,000.00
CalPrivate Bank2052 NCD 245,000.0013135NAG5 08/16/2023 1,3232.20008/16/2019 245,191.10 2.171 2.201245,000.00
Cumberland Federal Bank FSB1813 NCD 245,000.0023062KBH4 07/07/2022 9182.10007/07/2017 245,127.40 2.072 2.101245,000.00
Commercial Savings Bank1868 NCD 245,000.00202291AD2 10/18/2022 1,0212.10010/18/2017 246,974.70 2.071 2.100245,000.00
Enerbank USA1246 NCD 245,000.0029266NYZ4 01/30/2020 292.05001/30/2014 245,085.75 2.021 2.050245,000.00
City National Bk of Metropolis1791 NCD 245,000.0017801GBQ1 05/16/2022 8662.00005/15/2017 246,401.40 1.972 2.000245,000.00
Community State Bank1536 NCD 245,000.0020404YBQ7 02/24/2022 7851.95002/24/2016 245,049.00 1.924 1.951245,000.00
Country Bank of New York1799 NCD 245,000.0022230PBN9 05/26/2022 8762.10005/26/2017 245,078.40 2.072 2.101245,000.00
Capital One Bank USA NA1457 NCD 245,000.0014042E5M8 08/12/2020 2242.30008/12/2015 245,970.20 2.268 2.300245,000.00
Capital One Bank USA NA2089 NCD 245,000.0014042TCP0 09/05/2024 1,7091.90009/05/2019 244,838.30 1.873 1.900245,000.00
Community Bank Pasadena1627 NCD 245,000.00203507BA5 06/15/2021 5311.55006/16/2016 244,703.55 1.529 1.550245,000.00
Commuincity Finl Svcs Bank1530 NCD 245,000.0020364ABA2 02/17/2021 4131.60002/17/2016 244,813.80 1.579 1.601245,000.00
Commerce Bank - Geneva1816 NCD 245,000.0020056QQK2 06/21/2021 5372.00006/21/2017 245,213.15 1.973 2.001245,000.00
Commerce State Bank1797 NCD 245,000.0020070PJA6 05/23/2022 8732.00005/22/2017 246,398.95 1.972 2.000245,000.00
Community State Bank, IA1471 NCD 245,000.0020404MAN1 09/12/2022 9852.25009/11/2015 247,954.70 2.224 2.255245,000.00
Discover Bank / Delaware1956 NCD 245,000.00254673VJ2 10/24/2023 1,3923.35010/24/2018 258,609.75 3.304 3.350245,000.00
Dollar Bank FSB1756 NCD 245,000.0025665QAV7 03/08/2022 7972.05003/08/2017 246,661.10 2.021 2.050245,000.00
East Boston Savings Bank1463 NCD 245,000.0027113PAL5 08/24/2020 2361.90008/24/2015 245,394.45 1.876 1.902245,000.00
Portfolio CPA
AP
Run Date: 01/12/2020 - 03:58 FI (PRF_FI) 7.1.1
Report Ver. 7.3.3a
December 31, 2019
Par Value Days ToMaturityMaturityDateCurrentRateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 3
CUSIP Investment #Issuer
PurchaseDate Book Value YTM360 YTM365
Negotiable Certificates of Deposits
Eagle Bank2040 NCD 245,000.0027002YEL6 04/28/2023 1,2132.65004/30/2019 251,480.25 2.615 2.651245,000.00
Ever Bank1454 NCD 245,000.0029976DZK9 07/30/2020 2112.00007/30/2015 245,487.55 1.972 2.000245,000.00
Farmer's and Merchants Bank1360 NCD 250,000.00308702BQ1 02/16/2021 4122.20008/15/2014 251,487.50 2.169 2.200250,000.00
First Business Bank1250 NCD 245,000.0031938QF25 02/19/2020 492.00002/19/2014 245,122.50 1.972 2.000245,000.00
FirstBank Puerto Rico1768 NCD 245,000.0033767A2C4 04/07/2022 8272.10004/07/2017 246,950.20 2.072 2.101245,000.00
First Community Bank2127 NCD 245,000.00319853AC1 10/25/2023 1,3931.95010/25/2019 245,051.45 1.924 1.951245,000.00
First Federal S&L Bank1626 NCD 245,000.0032018YAW8 06/22/2023 1,2681.80006/22/2016 245,556.15 1.776 1.800245,000.00
1st Financial Bank1485 NCD 245,000.0032022RFD4 03/16/2022 8052.10010/19/2015 245,066.15 2.120 2.150244,747.15
First Farmers Bank & Trust2076 NCD 245,000.00320165JK0 09/04/2024 1,7081.75009/04/2019 243,201.70 1.727 1.751245,000.00
First Internet Bank1834 NCD 245,000.0032056GCQ1 07/14/2022 9252.05007/14/2017 246,683.15 2.023 2.051245,000.00
First Eagle National Bank1400 NCD 245,000.0032008JAG8 10/15/2021 6532.45010/17/2014 249,275.25 2.416 2.449245,000.00
First Oklahoma Bank1838 NCD 245,000.00335857BF4 07/26/2022 9372.10007/26/2017 245,078.40 2.072 2.101245,000.00
Farmers & Merchant Bank1735 NCD 245,000.0030781TBD9 01/18/2022 7482.05001/18/2017 246,636.60 2.021 2.050245,000.00
First National Bank of America1391 NCD 240,000.0032110YEF8 08/03/2022 9452.35009/09/2014 240,117.60 2.665 2.703238,034.66
FNB Bank Inc.1863 NCD 245,000.00330459CB2 10/13/2023 1,3812.25010/13/2017 248,704.40 2.220 2.251245,000.00
First Nationnal Bank / KS1537 NCD 245,000.00334342BU5 02/26/2021 4221.55002/26/2016 244,666.80 1.530 1.551245,000.00
The FNB of Mcgregor1480 NCD 245,000.0032112UBW0 09/30/2021 6382.00010/01/2015 246,274.00 1.972 1.999245,000.00
First Nat. Bank of Park Falls1473 NCD 245,000.0032114RAQ9 09/17/2021 6252.20009/17/2015 245,061.25 2.171 2.201245,000.00
First National Bank2026 NCD 245,000.0032117BCS5 02/14/2024 1,5053.25002/14/2019 245,485.10 3.206 3.251245,000.00
First Premier Bank1255 NCD 245,000.0033610RNX7 03/08/2021 4322.50003/07/2014 247,381.40 2.465 2.500245,000.00
Franklin Synergy Bank1771 NCD 103,000.0035471TCV2 01/31/2022 7612.00004/04/2017 103,589.16 1.972 1.999103,000.00
Community First Bank1555 NCD 250,000.0020369JAA9 03/17/2022 8061.70003/17/2016 249,812.50 1.677 1.700250,000.00
Farmer's & Merchant's SVG Bank1551 NCD 245,000.00308863AH2 02/26/2021 4221.55002/29/2016 245,764.40 1.528 1.550245,000.00
First Keystone Community Bank2133 NCD 245,000.0032065RAD7 10/28/2024 1,7622.00010/28/2019 245,066.15 1.974 2.002245,000.00
First Neighbor Bank, NA1469 NCD 245,000.0033581VAF6 09/03/2021 6112.40009/03/2015 248,246.25 2.367 2.400245,000.00
First United Bank & Trust2066 NCD 245,000.0033742CAM9 08/30/2024 1,7032.10008/30/2019 245,218.05 2.073 2.102245,000.00
First National Bank of Elkhart1801 NCD 245,000.00321130AB2 05/31/2022 8812.10005/31/2017 245,093.10 2.072 2.101245,000.00
First Northeast Bank1779 NCD 245,000.0033583FAA0 10/19/2022 1,0222.10004/19/2017 246,979.60 2.072 2.101245,000.00
First State Bank - Dequeen1824 NCD 245,000.00336460CH1 04/29/2022 8492.00006/30/2017 246,406.30 1.973 2.000245,000.00
First Technology Federal Credi1955 NCD 245,000.0033715LCM0 10/17/2023 1,3853.40010/17/2018 259,038.50 3.355 3.401245,000.00
Firstier Bank2061 NCD 245,000.0033766LAJ7 08/23/2024 1,6961.95008/23/2019 245,428.75 1.925 1.952245,000.00
First Kentucky Bank1856 NCD 245,000.0032065TAW1 10/06/2022 1,0092.10010/06/2017 246,984.50 2.072 2.101245,000.00
Portfolio CPA
AP
Run Date: 01/12/2020 - 03:58 FI (PRF_FI) 7.1.1
Report Ver. 7.3.3a
December 31, 2019
Par Value Days ToMaturityMaturityDateCurrentRateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 4
CUSIP Investment #Issuer
PurchaseDate Book Value YTM360 YTM365
Negotiable Certificates of Deposits
First Western Bank & Trust1770 NCD 245,000.0033749VAM0 04/07/2022 8272.00004/07/2017 246,406.30 1.973 2.001245,000.00
GE Capital Bank1262 NCD 245,000.0036157PXV6 03/22/2021 4462.65003/21/2014 247,895.90 2.613 2.650245,000.00
Ally Bank1882 NCD 245,000.0002007GAF0 01/04/2021 3692.25001/04/2018 246,440.60 2.219 2.250245,000.00
Flatwater Bank2107 NCD 245,000.0033885WAA8 09/30/2024 1,7341.90009/30/2019 244,759.90 1.873 1.900245,000.00
Great Plains Bank1865 NCD 245,000.0039115UBB8 07/25/2022 9362.00010/25/2017 246,374.45 1.972 2.000245,000.00
Grant County Bank1864 NCD 175,000.0038762PCB6 10/18/2023 1,3862.20010/18/2017 175,047.25 2.170 2.201175,000.00
Grant County Bank West V.2042 NCD 245,000.00387625AA4 05/08/2024 1,5892.55005/08/2019 251,879.60 2.513 2.548245,000.00
Goldman Sachs Bank USA / NY1951 NCD 245,000.0038148PJ81 05/09/2023 1,2243.15005/09/2018 255,481.10 3.106 3.150245,000.00
Happy State Bank1683 NCD 245,000.00411394AN9 09/16/2021 6241.50009/16/2016 244,108.20 1.500 1.520245,000.00
HSBC Bank1564 NCD 245,000.0040434AR84 10/07/2021 6452.00004/07/2016 245,188.65245,000.00
Investors Community Bank1765 NCD 245,000.0046147USQ4 09/23/2022 9962.20003/24/2017 247,641.10 2.172 2.202245,000.00
Industrial & Com Bk of China1773 NCD 245,000.0045581EAC5 04/12/2022 8322.15004/12/2017 247,227.05 2.121 2.151245,000.00
Iroquois Federal Sav Loan Asso1535 NCD 245,000.0046355PBV9 08/12/2020 2241.60002/12/2016 244,921.60 1.578 1.600245,000.00
Investors Bank1460 NCD 245,000.0046176PEJ0 08/25/2020 2372.00008/25/2015 246,031.45 1.972 2.000245,000.00
Inst. for Sav in Newburyport1455 NCD 245,000.0045780PAN5 07/30/2021 5762.30007/31/2015 247,915.50 2.269 2.301245,000.00
JP Morgan Chase BAnk NA2021 NCD 245,000.0048128HBS6 01/31/2025 1,8573.40001/31/2019 245,286.65 3.353 3.400245,000.00
Kansas State Bank Manhattan1798 NCD 245,000.0050116CAX7 05/31/2024 1,6122.50005/31/2017 251,382.25 2.465 2.500245,000.00
Keesler Federal Credit Union2027 NCD 245,000.0049254FAP1 08/30/2021 6073.05002/28/2019 250,456.15 3.008 3.050245,000.00
Key Bank1785 NCD 245,000.0049306SYB6 05/18/2020 1381.75005/17/2017 245,085.75 1.726 1.750245,000.00
Knox TVA Empl Credit Union2140 NCD 248,000.00499724AF9 10/31/2023 1,3993.35010/24/2019 261,888.00 2.210 2.241258,068.23
Kern Schools Fed. Credit Unio2160 NCD 250,000.0049228XAG5 12/04/2024 1,7992.10012/04/2019 250,485.00 2.073 2.102250,000.00
Lakeside Bank1686 NCD 245,000.0051210SLR6 09/18/2023 1,3561.80009/16/2016 244,777.05 1.775 1.800245,000.00
Legends Bank1533 NCD 245,000.0052465JGM3 02/11/2022 7721.70002/12/2016 248,258.50 1.678 1.701245,000.00
Live Oak Banking Company1671 NCD 245,000.00538036CH5 08/19/2021 5961.40008/19/2016 244,081.25 1.381 1.400245,000.00
Luana Savings Bank1367 NCD 245,000.00549103QA0 09/07/2021 6152.25009/05/2014 247,246.65 2.219 2.250245,000.00
Marathon Savings Bank1818 NCD 245,000.0056585YAA8 06/28/2022 9092.05006/28/2017 246,685.60 2.023 2.051245,000.00
MB Financial Bank NA1730 NCD 245,000.0055266CUF1 01/13/2022 7432.10001/13/2017 246,886.50 2.072 2.101245,000.00
Mercantile Bank of Michigan1793 NCD 245,000.0058740XZF0 05/12/2022 8622.10005/12/2017 246,962.45 2.071 2.100245,000.00
Mechanics Coop Bank1803 NCD 245,000.00583626AC0 05/26/2022 8762.05005/26/2017 246,688.05 2.023 2.051245,000.00
Medallion Bank - Salt Lake2010 NCD 245,000.0058404DDB4 01/03/2024 1,4633.30001/10/2019 258,813.10 3.254 3.299245,000.00
Landmark Community Bank2123 NCD 249,000.0051507LBU7 06/27/2022 9082.35009/27/2019 252,533.31 1.868 1.894251,747.33
Merchants State Bank2059 NCD 245,000.00589227AG2 08/30/2024 1,7031.80008/30/2019 243,770.10 1.775 1.800245,000.00
Portfolio CPA
AP
Run Date: 01/12/2020 - 03:58 FI (PRF_FI) 7.1.1
Report Ver. 7.3.3a
December 31, 2019
Par Value Days ToMaturityMaturityDateCurrentRateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 5
CUSIP Investment #Issuer
PurchaseDate Book Value YTM360 YTM365
Negotiable Certificates of Deposits
Merrick Bank1464 NCD 245,000.0059013JHE2 08/20/2020 2321.90008/20/2015 245,387.10 1.876 1.902245,000.00
Merchants National Bank OH1534 NCD 245,000.00588806AV1 02/17/2022 7781.80002/17/2016 247,954.70 1.776 1.801245,000.00
Mid-Country Bank1810 NCD 245,000.0059565QCG8 06/14/2022 8952.05006/14/2017 245,132.30 2.023 2.051245,000.00
Mid-Missouri Bank1806 NCD 245,000.0059541KBL0 06/10/2022 8912.05006/12/2017 246,688.05 2.023 2.051245,000.00
Maine Savings Credit Union2144 NCD 245,000.00560507AN5 11/08/2024 1,7731.90011/08/2019 244,615.35 1.875 1.902245,000.00
Mainstreet Bank2038 NCD 245,000.0056065GAG3 04/26/2024 1,5772.60004/26/2019 252,374.50 2.567 2.602245,000.00
Marlin Business Bank1483 NCD 245,000.0057116AKU1 10/21/2020 2941.75010/21/2015 246,180.90 1.727 1.751245,000.00
Morgan Stanley Bank NA1890 NCD 245,000.0061747MF63 01/11/2023 1,1062.65001/11/2018 250,914.30 2.613 2.650245,000.00
Morgan Stanley Bank NA1993 NCD 245,000.0061760ASZ3 12/06/2023 1,4353.55012/06/2018 260,863.75 3.501 3.550245,000.00
Municipal Trust and Savings1800 NCD 245,000.00625925AP7 05/02/2024 1,5832.35005/22/2017 249,831.40 2.317 2.349245,000.00
MY Safra Bank FSB1467 NCD 245,000.0055406JAL6 09/03/2020 2461.90009/03/2015 246,082.90 1.873 1.900245,000.00
National Bank Commerce1607 NCD 245,000.00633368DY8 05/11/2023 1,2261.80005/11/2016 245,149.45 1.776 1.800245,000.00
Nebraska State Bank & Trust1466 NCD 245,000.0063969ABL7 08/26/2022 9682.25008/26/2015 250,835.90 2.220 2.251245,000.00
Bank of Northern Michigan1298 NCD 245,000.0006414TNW9 05/21/2020 1412.00005/21/2014 245,575.75 1.972 2.000245,000.00
Numerica Credit Union1991 NCD 245,000.0067054NAN3 11/28/2023 1,4273.55011/28/2018 260,817.20 3.503 3.551245,000.00
Oostburg State Bank1532 NCD 245,000.00683430BU5 02/09/2021 4051.55002/09/2016 246,168.65 1.530 1.551245,000.00
Williamette Valley Bank1524 NCD 245,000.00969294BY2 02/06/2023 1,1322.10002/04/2016 245,222.95 2.072 2.101245,000.00
South Ottumwa Savings Bank1851 NCD 245,000.00839145AA7 09/29/2022 1,0022.05009/29/2017 246,658.65 2.022 2.051245,000.00
Ottawa Savings Bank1892 NCD 245,000.0068956HAC7 01/19/2023 1,1142.40001/19/2018 249,160.10 2.368 2.401245,000.00
Ponce De Leon Federal Bank1795 NCD 245,000.00732333AH2 05/26/2022 8762.10005/26/2017 246,974.70 2.072 2.101245,000.00
Preferred Bank LA California2047 NCD 245,000.00740367HP5 08/16/2024 1,6892.00008/16/2019 245,992.25 1.972 2.000245,000.00
Parkside Financial Bank1833 NCD 245,000.0070147ACE2 03/15/2023 1,1692.10007/19/2017 247,060.45 2.072 2.101245,000.00
Providence Bank1445 NCD 245,000.00743738BQ8 02/25/2022 7862.10002/26/2015 249,853.45 2.072 2.101245,000.00
Rayond James Bank NA2188 NCD 245,000.0075472RAU5 12/30/2024 1,8251.85012/30/2019 243,841.15 1.824 1.850245,000.00
Reliance Savings Bank1636 NCD 245,000.0075950XAD1 06/22/2021 5381.45006/22/2016 244,696.20 1.430 1.450245,000.00
Sallie Mae Bank2102 NCD 245,000.007954504D4 09/18/2024 1,7221.90009/18/2019 244,794.20 1.873 1.900245,000.00
Security National Bank1499 NCD 245,000.00814414AC2 11/19/2021 6882.00011/19/2015 245,117.60 1.974 2.001245,000.00
Security State Bank1774 NCD 245,000.0081489TAS5 04/07/2022 8272.10004/07/2017 245,291.55 2.072 2.101245,000.00
Stifel Bank & Trust1953 NCD 245,000.0086063QAK1 05/15/2023 1,2302.95005/15/2018 253,962.10 2.911 2.951245,000.00
Silvergate Bank2145 NCD 245,000.00828373HK9 11/17/2025 2,1472.20011/15/2019 248,400.60 2.171 2.201245,000.00
Summit Community Bank1888 NCD 245,000.0086604XMN3 01/26/2022 7562.25001/26/2018 247,646.00 2.220 2.251245,000.00
Somerset Trust Company Bank1616 NCD 245,000.00835104BL3 06/12/2023 1,2581.80006/10/2016 245,553.70 1.776 1.800245,000.00
Portfolio CPA
AP
Run Date: 01/12/2020 - 03:58 FI (PRF_FI) 7.1.1
Report Ver. 7.3.3a
December 31, 2019
Par Value Days ToMaturityMaturityDateCurrentRateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 6
CUSIP Investment #Issuer
PurchaseDate Book Value YTM360 YTM365
Negotiable Certificates of Deposits
Bank of New England1704 NCD 245,000.00063847AW7 10/19/2021 6571.50010/19/2016 243,909.75 1.480 1.500245,000.00
Slovak Savings Bank1872 NCD 245,000.0083158TAA0 10/20/2022 1,0232.10010/20/2017 246,982.05 2.072 2.101245,000.00
Security Bank1777 NCD 245,000.00814107AQ1 04/19/2022 8392.00004/19/2017 246,406.30 1.973 2.001245,000.00
SunTrust Bank2125 NCD 245,000.0086789VZY6 09/26/2024 1,7302.00009/30/2019 245,196.00 1.974 2.002245,000.00
Stockman Bank1557 NCD 245,000.0086128QBX5 03/30/2023 1,1842.00003/30/2016 245,134.75 1.973 2.000245,000.00
Third Federal Savings and Loan2157 NCD 245,000.0088413QCK2 11/25/2024 1,7901.95011/25/2019 245,122.50 1.923 1.950245,000.00
Thomasville Natl Bank1266 NCD 245,000.00884693BJ0 04/12/2021 4672.40004/11/2014 248,035.55 2.367 2.400245,000.00
Crossfirst Bank of Leawood1804 NCD 245,000.0022766ABF1 06/09/2023 1,2552.15006/09/2017 247,594.55 2.121 2.151245,000.00
Toyota Financial Savings Bank1740 NCD 245,000.0089235MHU8 02/12/2024 1,5032.65002/10/2017 245,222.95245,000.00
Traverse City State Bank1820 NCD 245,000.00894333FF5 06/28/2022 9092.00006/28/2017 246,384.25 1.972 2.000245,000.00
Texas Security Bank2177 NCD 245,000.0088269AAU2 12/20/2024 1,8151.95012/20/2019 245,056.35 1.995 2.023244,148.13
UBS Bank USA1815 NCD 250,000.0090348JBR0 01/20/2022 7502.25006/15/2017 252,687.50 2.219 2.249250,000.00
United Community Bank GA1749 NCD 245,000.0090984P5A9 03/01/2022 7902.05003/01/2017 246,658.65 2.021 2.050245,000.00
Uinta Bank1639 NCD 245,000.00903572BC8 12/26/2023 1,4551.70006/24/2016 246,048.60 1.676 1.700245,000.00
United Community Bank1694 NCD 245,000.0090983WBD2 03/28/2022 8171.60009/29/2016 244,630.05 1.577 1.599245,000.00
Unity Bank1529 NCD 245,000.0091330ABF3 02/26/2021 4221.60002/26/2016 246,239.70 1.579 1.601245,000.00
USF Federal Credit Union2193 NCD 245,000.0090353EAH6 12/30/2022 1,0941.95012/31/2019 245,882.00 1.974 2.001244,632.84
Vystar Credit Union2136 NCD 245,000.0092891CCE0 12/11/2023 1,4403.65010/18/2019 261,887.85 2.170 2.200258,390.10
Washington Federal2049 NCD 245,000.00938828BJ8 08/23/2024 1,6962.05008/23/2019 246,519.00 2.024 2.052245,000.00
Western State Bank1392 NCD 245,000.0095960NJA6 03/26/2020 852.10009/26/2014 245,254.80 2.071 2.100245,000.00
Washington First Bank1745 NCD 245,000.00940727AH3 02/23/2022 7842.05002/23/2017 246,653.75 2.021 2.050245,000.00
Wells Fargo Bank1656 NCD 245,000.009497486H5 06/30/2021 5461.60006/30/2016 244,688.85 1.578 1.600245,000.00
Woodford State Bank1459 NCD 245,000.00979424AA6 07/29/2022 9402.35008/12/2015 250,414.50 2.317 2.349245,000.00
Washington County Bank1842 NCD 245,000.0093754PAN7 05/11/2022 8612.05008/11/2017 246,685.60 2.021 2.050245,000.00
Subtotal and Average 42,966,376.35 42,944,000.00 43,312,640.86 2.052 2.081 971
Corporate Medium Term Bonds
Apple, Inc.1461 MTN 750,000.00037833AX8 02/07/2020 371.55008/13/2015 749,707.50 1.980 2.008749,672.79
Apple, Inc.1497 MTN 1,500,000.00037833BD1 05/06/2020 1262.00011/05/2015 1,501,095.00 1.854 1.8791,500,596.85
Apple, Inc.1543 MTN 700,000.00037833BS8 02/23/2021 4192.25002/23/2016 704,165.00 2.140 2.169700,596.03
Apple, Inc.2082 MTN 550,000.00037833AK6 05/03/2023 1,2182.40008/29/2019 559,383.00 1.726 1.750561,504.34
Alphabet (Google) Inc.1657 MTN 100,000.0002079KAA5 05/19/2021 5043.62507/11/2016 102,630.00 1.271 1.288103,122.47
Alphabet (Google) Inc.1658 MTN 946,000.0038259PAB8 05/19/2021 5043.62507/11/2016 970,879.80 1.271 1.288975,538.58
Portfolio CPA
AP
Run Date: 01/12/2020 - 03:58 FI (PRF_FI) 7.1.1
Report Ver. 7.3.3a
December 31, 2019
Par Value Days ToMaturityMaturityDateCurrentRateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 7
CUSIP Investment #Issuer
PurchaseDate Book Value YTM360 YTM365
Corporate Medium Term Bonds
Alphabet (Google) Inc.1660 MTN 1,500,000.0002079KAA5 05/19/2021 5043.62507/12/2016 1,539,450.00 1.238 1.2551,547,539.47
Alphabet (Google) Inc.1734 MTN 871,000.0002079KAA5 05/19/2021 5043.62501/11/2017 893,907.30 2.012 2.040889,179.66
Alphabet (Google) Inc.1895 MTN 1,000,000.0002079KAA5 05/19/2021 5043.62501/10/2018 1,026,300.00 2.189 2.2191,018,624.91
Alphabet (Google) Inc.1931 MTN 382,000.0002079KAA5 05/19/2021 5043.62502/14/2018 392,046.60 2.377 2.410388,134.50
Johnson & Johnson1624 MTN 1,000,000.00478160BS2 03/01/2021 4251.65006/07/2016 999,610.00 1.530 1.5511,001,079.58
Johnson & Johnson1900 MTN 500,000.00478160BS2 03/01/2021 4251.65001/12/2018 499,805.00 2.179 2.210496,859.01
Microsoft Corporation1448 MTN 2,000,000.00594918AY0 02/12/2020 421.85002/12/2015 2,000,020.00 1.785 1.8102,000,085.59
Microsoft Corporation1496 MTN 2,000,000.00594918BG8 11/03/2020 3072.00011/05/2015 2,004,240.00 1.913 1.9402,000,940.60
Microsoft Corporation1515 MTN 900,000.00594918BG8 11/03/2020 3072.00001/07/2016 901,908.00 1.887 1.913900,620.00
Microsoft Corporation1878 MTN 100,000.00594918BW3 02/06/2022 7672.40012/11/2017 101,414.00 2.292 2.324100,149.99
Stanford University2046 MTN 2,000,000.00525555AB4 02/01/2024 1,4926.87505/14/2019 2,375,680.00 2.367 2.4002,343,496.64
Stanford University2182 MTN 1,000,000.00525555AB4 02/01/2024 1,4926.87512/12/2019 1,187,840.00 1.934 1.9601,191,800.94
Subtotal and Average 18,469,541.95 17,799,000.00 18,510,081.20 1.882 1.908 575
Federal Agency Bonds
Apple, Inc.2053 MTN 1,500,000.00037833CU2 05/11/2024 1,5922.85008/06/2019 1,551,660.00 1.998 2.0251,549,434.40
Federal Agricultural Mortgage1130 1,500,000.0031315PPX1 07/05/2022 9162.20012/13/2012 1,522,035.00 1.930 1.9571,508,308.16
Federal Agricultural Mortgage1134 750,000.0031315PB32 11/21/2022 1,0552.00012/19/2012 758,145.00 2.081 2.110747,857.84
Federal Agricultural Mortgage1137 1,500,000.0031315PUE7 12/27/2022 1,0912.18001/04/2013 1,524,540.00 2.165 2.1961,499,357.19
Federal Agricultural Mortgage1139 500,000.0031315PWN5 06/01/2021 5173.84001/04/2013 515,620.00 1.946 1.973512,128.30
Federal Agricultural Mortgage1141 1,500,000.0031315PUE7 12/27/2022 1,0912.18001/08/2013 1,524,540.00 2.195 2.2251,498,174.19
Federal Agricultural Mortgage1144 1,500,000.0031315PUE7 12/27/2022 1,0912.18001/23/2013 1,524,540.00 2.111 2.1411,501,562.52
Federal Agricultural Mortgage1147 2,595,000.0031315PUE7 12/27/2022 1,0912.18001/28/2013 2,637,454.20 2.199 2.2292,591,534.17
Federal Agricultural Mortgage1243 1,500,000.0031315PQT9 03/06/2020 651.41001/15/2014 1,499,385.00 2.462 2.4961,497,286.67
Federal Agricultural Mortgage1244 1,500,000.0031315P3G2 09/09/2020 2522.80001/15/2014 1,511,805.00 2.635 2.6721,501,201.15
Federal Agricultural Mortgage1257 300,000.0031315PTU3 03/09/2021 4334.16003/06/2014 309,000.00 2.574 2.609305,022.77
Federal Agricultural Mortgage1264 1,500,000.0031315PK40 03/26/2021 4502.50003/26/2014 1,516,365.00 2.495 2.5301,499,483.48
Federal Agricultural Mortgage1279 1,250,000.0031315PPX1 07/05/2022 9162.20004/23/2014 1,268,362.50 2.889 2.9301,229,754.42
Federal Agricultural Mortgage1399 500,000.0031315PVF3 04/03/2020 931.47510/15/2014 499,685.00 1.857 1.882499,506.81
Federal Agricultural Mortgage1427 675,000.0031315P2C2 05/05/2021 4902.51001/09/2015 683,100.00 2.110 2.140678,122.02
Federal Agricultural Mortgage1428 404,000.0031315PL23 03/27/2024 1,5473.33001/09/2015 431,508.36 2.540 2.575415,427.06
Federal Agricultural Mortgage1433 1,604,000.0031315PD89 06/12/2023 1,2582.61001/22/2015 1,655,696.92 2.269 2.3011,619,448.62
Federal Agricultural Mortgage1447 1,450,000.0031315PD89 06/12/2023 1,2582.61002/09/2015 1,496,733.50 2.377 2.4101,458,994.25
Portfolio CPA
AP
Run Date: 01/12/2020 - 03:58 FI (PRF_FI) 7.1.1
Report Ver. 7.3.3a
December 31, 2019
Par Value Days ToMaturityMaturityDateCurrentRateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 8
CUSIP Investment #Issuer
PurchaseDate Book Value YTM360 YTM365
Federal Agency Bonds
Federal Agricultural Mortgage1452 1,000,000.003130H0AJ2 03/01/2022 7902.15003/05/2015 1,011,620.00 2.120 2.1501,000,000.00
Federal Agricultural Mortgage1576 1,000,000.0031315PZS1 01/24/2023 1,1192.13004/06/2016 1,014,830.00 1.839 1.8641,007,587.18
Federal Agricultural Mortgage1580 474,000.0031315PEM7 08/04/2025 2,0424.35004/08/2016 534,728.88 2.296 2.328521,915.65
Federal Agricultural Mortgage1595 1,500,000.0031315P2J7 05/01/2024 1,5823.30004/21/2016 1,602,345.00 2.084 2.1121,570,621.04
Federal Agricultural Mortgage1604 1,500,000.0031315P2J7 05/01/2024 1,5823.30004/26/2016 1,602,345.00 2.159 2.1891,565,844.44
Federal Agricultural Mortgage1617 500,000.0031315PUE7 12/27/2022 1,0912.18005/26/2016 508,180.00 1.844 1.870504,329.41
Federal Agricultural Mortgage1655 1,500,000.0031315PQT9 03/06/2020 651.41007/01/2016 1,499,385.00 0.992 1.0051,501,071.76
Federal Agricultural Mortgage1663 510,000.0031315PQT9 03/06/2020 651.41007/21/2016 509,790.90 1.135 1.150510,232.86
Federal Agricultural Mortgage1665 2,000,000.003132X0BH3 07/15/2022 9262.38007/25/2016 2,038,560.00 1.499 1.5202,041,584.87
Federal Agricultural Mortgage1681 1,750,000.003132X0BG5 06/15/2020 1661.75008/24/2016 1,750,315.00 1.136 1.1521,754,649.99
Federal Agricultural Mortgage1698 1,500,000.003132X0EQ0 01/25/2021 3901.55010/03/2016 1,499,205.00 1.256 1.2741,504,279.18
Federal Agricultural Mortgage1710 1,500,000.0031315PRA9 02/03/2026 2,2254.81010/18/2016 1,737,270.00 2.131 2.1601,718,118.74
Federal Agricultural Mortgage1755 1,000,000.003132X0PX3 02/23/2022 7842.10002/23/2017 1,010,450.00 2.034 2.0631,000,748.41
Federal Agricultural Mortgage1758 1,500,000.003132X0PX3 02/23/2022 7842.10003/02/2017 1,515,675.00 2.085 2.1141,499,547.40
Federal Agricultural Mortgage1769 1,500,000.003132X0RS2 04/06/2022 8262.07504/06/2017 1,515,735.00 2.046 2.0751,500,000.00
Federal Agricultural Mortgage1781 1,000,000.003132X0QG9 02/22/2021 4181.90004/12/2017 1,003,300.00 1.781 1.8051,001,030.75
Federal Agricultural Mortgage1788 1,000,000.003132X0NZ0 01/03/2022 7332.10005/04/2017 1,009,760.00 1.938 1.9651,002,571.51
Federal Agricultural Mortgage1817 1,000,000.0031315PPX1 07/05/2022 9162.20006/14/2017 1,014,690.00 1.908 1.9341,006,314.60
Federal Agricultural Mortgage1830 1,500,000.003132X0UA7 06/29/2022 9101.88006/29/2017 1,510,230.00 1.903 1.9301,498,218.97
Federal Agricultural Mortgage1831 1,000,000.003132X0UA7 06/29/2022 9101.88006/29/2017 1,006,820.00 1.923 1.949998,344.19
Federal Agricultural Mortgage1867 1,000,000.003132X0WL1 08/23/2024 1,6962.25010/06/2017 1,025,930.00 2.332 2.365995,085.93
Federal Agricultural Mortgage1877 1,500,000.003132X0ZZ7 12/12/2022 1,0762.26012/12/2017 1,527,705.00 2.229 2.2601,500,000.00
Federal Agricultural Mortgage1889 2,000,000.003132X0D57 01/08/2021 3732.12001/08/2018 2,010,600.00 2.090 2.1202,000,000.00
Federal Agricultural Mortgage1893 1,000,000.003130H0AU7 08/01/2024 1,6742.62501/09/2018 1,042,140.00 2.546 2.5811,001,809.27
Federal Agricultural Mortgage1901 1,500,000.003130H0AU7 08/01/2024 1,6742.62501/11/2018 1,563,210.00 2.623 2.6601,497,796.20
Federal Agricultural Mortgage1911 1,500,000.003132X0G21 02/03/2020 332.10002/02/2018 1,500,660.00 2.093 2.1231,499,970.04
Federal Agricultural Mortgage1912 2,000,000.003132X0G39 01/30/2023 1,1252.50001/30/2018 2,051,940.00 2.472 2.5071,999,581.04
Federal Agricultural Mortgage1915 1,500,000.003132X0G39 01/30/2023 1,1252.50001/30/2018 1,538,955.00 2.481 2.5151,499,314.27
Federal Agricultural Mortgage1921 2,000,000.003132X0G39 01/30/2023 1,1252.50001/31/2018 2,051,940.00 2.556 2.5921,994,708.84
Federal Agricultural Mortgage1924 1,100,000.0031315PZS1 01/24/2023 1,1192.13002/08/2018 1,116,313.00 2.578 2.6141,084,782.80
Federal Agricultural Mortgage1927 1,000,000.003132X0H79 02/22/2021 4182.35002/22/2018 1,008,380.00 2.327 2.360999,889.64
Federal Agricultural Mortgage1928 1,500,000.003132X0H87 02/22/2023 1,1482.60002/22/2018 1,544,175.00 2.564 2.6001,500,000.00
Portfolio CPA
AP
Run Date: 01/12/2020 - 03:58 FI (PRF_FI) 7.1.1
Report Ver. 7.3.3a
December 31, 2019
Par Value Days ToMaturityMaturityDateCurrentRateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 9
CUSIP Investment #Issuer
PurchaseDate Book Value YTM360 YTM365
Federal Agency Bonds
Federal Agricultural Mortgage1930 1,000,000.003132X0G21 02/03/2020 332.10002/09/2018 1,000,440.00 2.174 2.205999,909.06
Federal Agricultural Mortgage1935 1,000,000.003132X0G21 02/03/2020 332.10002/15/2018 1,000,440.00 2.238 2.269999,853.11
Federal Agricultural Mortgage1936 1,500,000.003132X0L33 02/21/2023 1,1472.77002/23/2018 1,551,915.00 2.732 2.7701,500,000.00
Federal Agricultural Mortgage1999 549,000.0031315P4B2 01/30/2024 1,4903.46012/14/2018 584,383.05 3.018 3.060557,224.28
Federal Agricultural Mortgage2020 Call 1,500,000.0031422BBN9 01/22/2029 3,3093.87501/22/2019 1,500,600.00 3.821 3.8751,500,000.00
Federal Agricultural Mortgage2034 1,000,000.0031422BEJ5 04/09/2024 1,5602.35004/09/2019 1,028,320.00 2.365 2.398998,060.41
Federal Agricultural Mortgage2035 678,000.0031315PCY3 11/20/2024 1,7855.25004/08/2019 791,361.60 2.420 2.454764,012.44
Federal Agricultural Mortgage2037 Call 1,000,000.003130H0CD3 04/01/2029 3,3783.37504/18/2019 1,001,500.00 3.328 3.3751,000,000.00
Federal Agricultural Mortgage2044 Call 1,500,000.003130H0CE1 05/01/2029 3,4083.40005/02/2019 1,502,925.00 3.353 3.4001,500,000.00
Federal Agricultural Mortgage2098 550,000.0031315PEM7 08/04/2025 2,0424.35009/09/2019 620,466.00 1.659 1.683627,760.48
Federal Agricultural Mortgage2151 Call 1,500,000.003130H0CQ4 11/01/2029 3,5922.65011/15/2019 1,480,440.00 2.613 2.6501,500,000.00
Federal Agricultural Mortgage2174 Call 2,000,000.0031422BQN3 12/10/2029 3,6312.69012/10/2019 1,996,980.00 2.653 2.6902,000,000.00
Federal Agricultural Mortgage2186 Call 1,350,000.0031422BQN3 12/10/2029 3,6312.69012/13/2019 1,347,961.50 2.678 2.7151,347,044.86
Federal Agricultural Mortgage2194 Call 1,450,000.0031422BRN2 12/25/2029 3,6462.82012/30/2019 1,448,535.50 2.781 2.8201,450,000.00
Federal Farm Credit Bank903 1,000,000.0031331JN90 09/29/2020 2722.87509/29/2010 1,009,860.00 2.835 2.8751,000,000.00
Federal Farm Credit Bank .1241 500,000.003133ECRH9 06/06/2023 1,2522.45001/09/2014 513,560.00 3.383 3.430485,732.05
Federal Farm Credit Bank .1526 625,000.003133EAA65 07/26/2023 1,3022.12501/27/2016 635,568.75 2.024 2.052626,499.72
Federal Farm Credit Bank .1563 500,000.0031331XSS2 03/14/2022 8035.16003/17/2016 538,365.00 1.876 1.902533,755.07
Federal Farm Credit Bank .1585 Call 1,500,000.003133EF4A2 04/19/2022 8391.92004/19/2016 1,500,000.00 1.893 1.9201,500,000.00
Federal Farm Credit Bank .1593 250,000.003133EC4L5 11/23/2021 6921.61004/21/2016 250,187.50 1.558 1.580250,134.74
Federal Farm Credit Bank .1596 1,000,000.003133ECPF5 05/13/2022 8631.87504/21/2016 1,006,360.00 1.578 1.6001,006,177.20
Federal Farm Credit Bank .1615 1,000,000.003133EC7D0 12/13/2024 1,8082.12505/13/2016 1,016,080.00 1.930 1.9561,007,623.96
Federal Farm Credit Bank .1647 Call 1,500,000.003133EGJH9 01/06/2025 1,8322.24007/06/2016 1,494,675.00 2.209 2.2401,500,000.00
Federal Farm Credit Bank .1650 1,500,000.003133EGKM6 07/06/2020 1871.00007/06/2016 1,495,815.00 0.986 1.0001,500,000.00
Federal Farm Credit Bank .1659 500,000.0031331XSS2 03/14/2022 8035.16007/08/2016 538,365.00 1.215 1.232541,653.82
Federal Farm Credit Bank .1675 Call 1,500,000.003133EGQA6 11/08/2023 1,4071.85008/09/2016 1,492,965.00 1.859 1.8851,498,126.03
Federal Farm Credit Bank .1679 Call 1,350,000.003133EGQH1 08/10/2026 2,4132.14008/18/2016 1,323,526.50 2.110 2.1391,350,000.00
Federal Farm Credit Bank .1701 Call 1,625,000.003133EGXB6 10/05/2026 2,4692.14010/06/2016 1,617,443.75 2.154 2.1841,620,604.06
Federal Farm Credit Bank .1705 Call 1,000,000.003133EGYL3 10/17/2025 2,1162.09010/17/2016 1,000,010.00 2.061 2.0901,000,000.00
Federal Farm Credit Bank .1782 500,000.0031331XHX3 12/21/2021 7205.05004/12/2017 533,585.00 1.884 1.910529,474.25
Federal Farm Credit Bank .1787 900,000.003133EEVD9 03/25/2024 1,5452.30005/04/2017 920,817.00 2.274 2.306899,773.33
Federal Farm Credit Bank .1822 500,000.003133EDWX6 10/07/2024 1,7412.91006/21/2017 525,925.00 2.143 2.172516,156.93
Portfolio CPA
AP
Run Date: 01/12/2020 - 03:58 FI (PRF_FI) 7.1.1
Report Ver. 7.3.3a
December 31, 2019
Par Value Days ToMaturityMaturityDateCurrentRateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 10
CUSIP Investment #Issuer
PurchaseDate Book Value YTM360 YTM365
Federal Agency Bonds
Federal Farm Credit Bank .1843 445,000.003133ED6R8 11/07/2022 1,0412.93009/14/2017 461,264.75 1.870 1.896457,423.24
Federal Farm Credit Bank .1848 Call 1,000,000.003133EGCR4 06/01/2023 1,2472.07009/18/2017 996,870.00 2.135 2.165996,950.46
Federal Farm Credit Bank .1885 600,000.003133EC2B9 11/09/2021 6781.70012/29/2017 601,440.00 2.161 2.191594,780.95
Federal Farm Credit Bank .1932 1,500,000.003133EJDE6 02/16/2023 1,1422.57002/16/2018 1,542,780.00 2.605 2.6421,496,857.79
Federal Farm Credit Bank .2004 1,500,000.003133EJ2R9 12/14/2020 3482.75012/20/2018 1,517,880.00 2.663 2.7001,500,684.56
Federal Farm Credit Bank .2016 500,000.003133EEG79 09/07/2023 1,3452.15001/15/2019 509,130.00 2.656 2.693490,640.68
Federal Farm Credit Bank .2017 650,000.003133EC2C7 11/09/2023 1,4082.13001/15/2019 661,875.50 2.662 2.699636,691.25
Federal Farm Credit Bank .2056 Call 1,000,000.003133EKZF6 08/13/2029 3,5122.77008/13/2019 988,570.00 2.732 2.7701,000,000.00
Federal Farm Credit Bank .2057 Call 1,000,000.003133EKZR0 05/13/2024 1,5942.22008/13/2019 987,620.00 2.189 2.2201,000,000.00
Federal Farm Credit Bank .2060 Call 1,000,000.003133EKZX7 08/19/2027 2,7872.54008/19/2019 975,780.00 2.505 2.5401,000,000.00
Federal Farm Credit Bank .2064 Call 1,000,000.003133EKZE9 08/14/2028 3,1482.69008/14/2019 996,480.00 2.653 2.6901,000,000.00
Federal Farm Credit Bank .2065 Call 1,000,000.003133EKB88 08/19/2025 2,0572.37008/19/2019 997,210.00 2.337 2.3701,000,000.00
Federal Farm Credit Bank .2071 Call 1,500,000.003133EKD78 08/21/2026 2,4242.53008/21/2019 1,499,640.00 2.495 2.5301,500,000.00
Federal Farm Credit Bank .2072 Call 1,500,000.003133EKE36 02/22/2029 3,3402.73008/22/2019 1,489,665.00 2.692 2.7301,500,000.00
Federal Farm Credit Bank .2075 Call 1,500,000.003133EKE69 08/27/2029 3,5262.74008/27/2019 1,472,910.00 2.708 2.7451,499,275.83
Federal Farm Credit Bank .2080 Call 1,000,000.003133EKD94 02/22/2027 2,6092.57008/27/2019 974,060.00 2.544 2.580999,341.75
Federal Farm Credit Bank .2081 Call 1,000,000.003133EKD78 08/21/2026 2,4242.53008/27/2019 999,760.00 2.495 2.5291,000,000.00
Federal Farm Credit Bank .2088 Call 1,000,000.003133EKJ23 03/03/2026 2,2532.45009/03/2019 993,660.00 2.416 2.4501,000,000.00
Federal Farm Credit Bank .2092 Call 1,500,000.003133EKZX7 08/19/2027 2,7872.54009/04/2019 1,463,670.00 2.505 2.5391,500,000.00
Federal Farm Credit Bank .2118 Call 1,000,000.003133EKZW9 08/19/2027 2,7872.37009/18/2019 982,900.00 2.389 2.422996,385.48
Federal Farm Credit Bank .2122 Call 1,500,000.003133EKU61 03/30/2029 3,3762.67009/30/2019 1,487,325.00 2.633 2.6701,500,000.00
Federal Farm Credit Bank .2126 Call 1,500,000.003133EKU61 03/30/2029 3,3762.67009/30/2019 1,487,325.00 2.648 2.6841,498,174.89
Federal Farm Credit Bank .2128 Call 1,500,000.003133EKU61 03/30/2029 3,3762.67010/02/2019 1,487,325.00 2.640 2.6771,499,123.43
Federal Farm Credit Bank .2131 Call 1,500,000.003133EKU53 03/30/2028 3,0112.58010/10/2019 1,487,505.00 2.544 2.5791,500,000.00
Federal Farm Credit Bank .2135 Call 1,500,000.003133EKE36 02/22/2029 3,3402.73010/16/2019 1,489,665.00 2.692 2.7291,500,000.00
Federal Farm Credit Bank .2142 Call 1,500,000.003133EK4K9 01/28/2028 2,9492.60010/28/2019 1,488,780.00 2.564 2.6001,500,000.00
Federal Farm Credit Bank .2152 Call 1,000,000.003133EK5W2 05/12/2023 1,2271.89011/12/2019 997,920.00 1.908 1.934998,558.33
Federal Farm Credit Bank .2171 Call 1,000,000.003133EKU79 01/02/2029 3,2892.63012/04/2019 983,240.00 2.593 2.6301,000,000.00
Federal Farm Credit Bank .2172 Call 1,000,000.003133ELCL6 12/04/2028 3,2602.57012/04/2019 988,790.00 2.540 2.576999,504.17
Federal Farm Credit Bank .2180 Call 1,500,000.003133EKZG4 11/13/2029 3,6042.78012/11/2019 1,493,340.00 2.741 2.7791,500,000.00
Federal Home Loan Bank1041 1,500,000.00313378LA7 02/25/2022 7862.33003/20/2012 1,522,380.00 2.298 2.3301,500,000.00
Federal Home Loan Bank1073 2,000,000.00313379EC9 11/18/2020 3222.00005/18/2012 2,005,420.00 1.972 2.0002,000,000.00
Portfolio CPA
AP
Run Date: 01/12/2020 - 03:58 FI (PRF_FI) 7.1.1
Report Ver. 7.3.3a
December 31, 2019
Par Value Days ToMaturityMaturityDateCurrentRateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 11
CUSIP Investment #Issuer
PurchaseDate Book Value YTM360 YTM365
Federal Agency Bonds
Federal Home Loan Bank1156 1,315,000.003133XHRJ3 12/10/2021 7095.00002/25/2013 1,399,357.25 1.825 1.8501,388,892.02
Federal Home Loan Bank1240 1,500,000.00313371U79 12/11/2020 3453.12501/09/2014 1,520,595.00 2.615 2.6511,506,082.34
Federal Home Loan Bank1248 1,500,000.003130A0J27 01/07/2020 62.22001/23/2014 1,500,120.00 2.194 2.2251,499,998.78
Federal Home Loan Bank1253 1,500,000.003130A12B3 03/13/2020 722.12502/24/2014 1,501,230.00 2.095 2.1241,500,000.00
Federal Home Loan Bank1261 1,500,000.00313382K69 03/12/2021 4361.75003/13/2014 1,502,730.00 2.418 2.4511,488,484.14
Federal Home Loan Bank1267 1,500,000.00313370US5 09/11/2020 2542.87504/02/2014 1,510,890.00 2.271 2.3031,505,506.14
Federal Home Loan Bank1270 200,000.00313379EC9 11/18/2020 3222.00004/08/2014 200,542.00 2.263 2.295199,520.24
Federal Home Loan Bank1272 550,000.00313379EC9 11/18/2020 3222.00004/09/2014 551,490.50 2.263 2.295548,680.10
Federal Home Loan Bank1577 1,500,000.003130A7Q73 12/08/2021 7071.53004/08/2016 1,496,250.00 1.450 1.4701,501,658.45
Federal Home Loan Bank1587 Call 1,500,000.003130A7TA3 04/28/2023 1,2132.07004/28/2016 1,492,680.00 2.041 2.0701,500,000.00
Federal Home Loan Bank1605 1,000,000.00313382K69 03/12/2021 4361.75004/27/2016 1,001,820.00 1.490 1.5111,002,740.72
Federal Home Loan Bank1619 500,000.003133827D9 02/08/2021 4041.75006/02/2016 499,785.00 1.476 1.496501,344.17
Federal Home Loan Bank1620 400,000.003133XDVS7 12/11/2020 3455.25006/02/2016 413,420.00 1.461 1.481413,720.89
Federal Home Loan Bank1628 Call 1,500,000.003130A8F99 06/15/2026 2,3572.58006/15/2016 1,500,015.00 2.544 2.5801,500,000.00
Federal Home Loan Bank1632 Call 2,000,000.003130A8J46 06/29/2026 2,3712.52006/29/2016 1,990,180.00 2.485 2.5202,000,000.00
Federal Home Loan Bank1633 Call 1,363,636.273130A8J79 12/27/2024 1,8222.35006/27/2016 1,359,872.63 2.317 2.3501,363,636.27
Federal Home Loan Bank1635 Call 68,181.823130A8JG9 06/22/2023 1,2682.07006/22/2016 67,876.37 2.041 2.07068,181.82
Federal Home Loan Bank1637 Call 909,091.003130A8J79 12/27/2024 1,8222.35006/27/2016 906,581.91 2.317 2.350909,091.00
Federal Home Loan Bank1640 Call 1,500,000.003130A8JX2 06/29/2026 2,3712.54006/29/2016 1,500,015.00 2.505 2.5401,500,000.00
Federal Home Loan Bank1643 Call 1,500,000.003130A8HF3 09/23/2025 2,0922.44006/23/2016 1,494,450.00 2.430 2.4641,498,142.34
Federal Home Loan Bank1644 Call 1,500,000.003130A8HT3 12/29/2025 2,1892.47006/29/2016 1,498,065.00 2.451 2.4851,498,797.96
Federal Home Loan Bank1648 Call 1,500,000.003130A8J46 06/29/2026 2,3712.52006/29/2016 1,492,635.00 2.425 2.4591,500,292.25
Federal Home Loan Bank1649 250,000.003130A0EN6 12/10/2021 7092.87506/28/2016 255,975.00 1.232 1.249257,603.23
Federal Home Loan Bank1651 Call 1,500,000.003130A8MQ3 10/12/2022 1,0151.87507/12/2016 1,499,010.00 1.849 1.8751,500,000.00
Federal Home Loan Bank1652 Call 980,000.003130A8F99 06/15/2026 2,3572.58006/29/2016 980,009.80 2.524 2.560981,106.37
Federal Home Loan Bank1661 Call 1,000,000.003130A8SJ3 11/01/2024 1,7662.15008/01/2016 1,000,010.00 2.120 2.1501,000,000.00
Federal Home Loan Bank1662 Call 1,500,000.003130A8R54 07/28/2023 1,3041.80007/28/2016 1,496,340.00 1.795 1.8201,498,997.21
Federal Home Loan Bank1667 Call 1,500,000.003130A8VP5 08/23/2024 1,6962.00008/23/2016 1,497,405.00 1.972 2.0001,500,000.00
Federal Home Loan Bank1668 Call 1,500,000.003130A8VN0 11/17/2023 1,4161.94008/17/2016 1,500,015.00 1.913 1.9401,500,000.00
Federal Home Loan Bank1690 Call 1,000,000.003130A94L2 09/02/2026 2,4362.12509/15/2016 993,850.00 2.129 2.158997,991.92
Federal Home Loan Bank1695 Call 1,500,000.003130A9N64 10/06/2026 2,4702.15010/06/2016 1,492,395.00 2.120 2.1501,500,000.00
Federal Home Loan Bank1697 Call 1,000,000.003130A9N64 10/06/2026 2,4702.15010/06/2016 994,930.00 2.131 2.161999,323.61
Portfolio CPA
AP
Run Date: 01/12/2020 - 03:58 FI (PRF_FI) 7.1.1
Report Ver. 7.3.3a
December 31, 2019
Par Value Days ToMaturityMaturityDateCurrentRateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 12
CUSIP Investment #Issuer
PurchaseDate Book Value YTM360 YTM365
Federal Agency Bonds
Federal Home Loan Bank1699 500,000.003133827E7 02/06/2023 1,1322.13010/05/2016 507,155.00 1.578 1.600507,772.25
Federal Home Loan Bank1700 Call 1,500,000.003130A9P62 10/13/2026 2,4772.20010/13/2016 1,482,435.00 2.169 2.2001,500,000.00
Federal Home Loan Bank1702 Call 2,000,000.003130A9PT2 10/26/2026 2,4902.23010/26/2016 1,965,720.00 2.199 2.2302,000,000.00
Federal Home Loan Bank1706 Call 310,000.003130A9PT2 10/26/2026 2,4902.23010/26/2016 304,686.60 2.214 2.245309,716.72
Federal Home Loan Bank1707 Call 1,000,000.003130A9RH6 10/20/2026 2,4842.30010/20/2016 990,050.00 2.270 2.302999,863.94
Federal Home Loan Bank1709 Call 1,000,000.003130A9RH6 10/20/2026 2,4842.30010/20/2016 990,050.00 2.271 2.302999,829.93
Federal Home Loan Bank1713 Call 2,000,000.003130A9XC0 11/17/2026 2,5122.36011/17/2016 2,000,020.00 2.327 2.3602,000,000.00
Federal Home Loan Bank1716 Call 1,500,000.003130A9XC0 11/17/2026 2,5122.36011/17/2016 1,500,015.00 2.361 2.3931,496,905.00
Federal Home Loan Bank1717 Call 1,500,000.003130AA2Z0 11/23/2026 2,5182.69011/23/2016 1,500,015.00 2.653 2.6901,500,000.00
Federal Home Loan Bank1718 Call 205,000.003130AA2Z0 11/23/2026 2,5182.69011/23/2016 205,002.05 2.682 2.720204,629.70
Federal Home Loan Bank1727 1,000,000.003130AABG2 11/29/2021 6981.87512/16/2016 1,005,370.00 2.168 2.198994,144.09
Federal Home Loan Bank1751 Call 325,000.003130A8HF3 09/23/2025 2,0922.44002/15/2017 323,797.50 2.836 2.875317,861.54
Federal Home Loan Bank1763 1,910,000.003133XHRJ3 12/10/2021 7095.00003/10/2017 2,032,526.50 2.150 2.1802,008,812.28
Federal Home Loan Bank1780 1,000,000.00313378CR0 03/11/2022 8002.25004/12/2017 1,013,020.00 1.903 1.9301,006,658.51
Federal Home Loan Bank1847 Call 500,000.003130A7TA3 04/28/2023 1,2132.07009/18/2017 497,560.00 2.131 2.161498,577.82
Federal Home Loan Bank1873 Call 1,500,000.003130ACMH4 10/16/2024 1,7502.50010/16/2017 1,505,235.00 2.465 2.5001,500,000.00
Federal Home Loan Bank1886 1,000,000.003130A3VC5 12/08/2023 1,4372.25001/03/2018 1,023,350.00 2.359 2.392994,796.59
Federal Home Loan Bank1896 1,000,000.003130A3DL5 09/08/2023 1,3462.37501/09/2018 1,025,510.00 2.376 2.409998,823.66
Federal Home Loan Bank1903 500,000.003130ADEV0 01/17/2023 1,1122.38001/18/2018 511,360.00 2.385 2.418499,451.70
Federal Home Loan Bank1918 1,000,000.003130ADJH6 01/29/2020 282.10001/29/2018 1,000,340.00 2.083 2.112999,990.90
Federal Home Loan Bank1996 Call 1,000,000.003130AFG84 11/29/2028 3,2553.87512/06/2018 1,020,270.00 3.823 3.876999,910.72
Federal Home Loan Bank2062 Call 1,000,000.003130AGVP7 08/19/2027 2,7872.60008/19/2019 971,850.00 2.564 2.6001,000,000.00
Federal Home Loan Bank2070 Call 1,000,000.003130AGVP7 08/19/2027 2,7872.60008/19/2019 971,850.00 2.578 2.614998,998.13
Federal Home Loan Bank2078 Call 1,500,000.003130AGYA7 09/04/2029 3,5342.75009/04/2019 1,448,220.00 2.712 2.7501,500,000.00
Federal Home Loan Bank2079 Call 1,000,000.003130A8J53 06/27/2028 3,1002.78008/27/2019 984,350.00 2.742 2.780999,964.44
Federal Home Loan Bank2083 Call 1,000,000.003130AGYA7 09/04/2029 3,5342.75009/04/2019 965,480.00 2.712 2.7501,000,000.00
Federal Home Loan Bank2094 Call 1,000,000.003130A8HD8 06/27/2028 3,1002.68009/05/2019 1,000,000.00 2.629 2.6661,000,000.00
Federal Home Loan Bank2108 Call 1,500,000.003130AH2V4 09/17/2029 3,5472.70009/17/2019 1,485,480.00 2.663 2.7001,500,000.00
Federal Home Loan Bank2113 Call 1,000,000.003130AH2V4 09/17/2029 3,5472.70009/17/2019 990,320.00 2.702 2.740996,601.11
Federal Home Loan Bank2117 Call 1,500,000.003130AH4J9 09/27/2029 3,5572.75009/27/2019 1,491,600.00 2.712 2.7501,500,000.00
Federal Home Loan Bank2141 Call 1,000,000.003130AGYN9 03/05/2029 3,3512.67010/23/2019 988,290.00 2.639 2.675999,510.08
Federal Home Loan Bank2143 Call 1,000,000.003130AH2V4 09/17/2029 3,5472.70010/25/2019 990,320.00 2.662 2.6991,000,000.00
Portfolio CPA
AP
Run Date: 01/12/2020 - 03:58 FI (PRF_FI) 7.1.1
Report Ver. 7.3.3a
December 31, 2019
Par Value Days ToMaturityMaturityDateCurrentRateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 13
CUSIP Investment #Issuer
PurchaseDate Book Value YTM360 YTM365
Federal Agency Bonds
Federal Home Loan Bank2147 Call 1,065,000.003130AGYN9 03/05/2029 3,3512.67010/31/2019 1,052,528.85 2.639 2.6751,064,477.00
Federal Home Loan Bank2155 Call 500,000.003130A8HD8 06/27/2028 3,1002.68011/08/2019 500,000.00 2.649 2.686499,754.26
Federal Home Loan Bank2190 Call 1,500,000.003130AHSD6 12/23/2024 1,8182.05012/23/2019 1,500,345.00 2.021 2.0501,500,000.00
Federal Home Loan Bank2197 Call 1,000,000.003130AHSD6 12/23/2024 1,8182.05012/23/2019 1,000,230.00 2.021 2.0501,000,000.00
Federal Home Loan Bank2198 Call 1,500,000.003130AHT78 12/30/2024 1,8252.12512/30/2019 1,498,935.00 2.095 2.1251,500,000.00
Fed. Home Loan Mortgage Corp.1273 2,000,000.003134G45T1 12/10/2021 7092.00004/10/2014 2,015,200.00 2.564 2.6001,978,989.48
Fed. Home Loan Mortgage Corp.1277 1,000,000.003134G45T1 12/10/2021 7092.00004/22/2014 1,007,600.00 2.643 2.680988,126.16
Fed. Home Loan Mortgage Corp.1286 300,000.003134G35V8 03/13/2020 721.65005/02/2014 299,994.00 2.053 2.082299,756.88
Fed. Home Loan Mortgage Corp.1291 1,000,000.003134G3K58 03/19/2020 781.50005/06/2014 999,620.00 2.041 2.070998,842.37
Fed. Home Loan Mortgage Corp.1292 1,000,000.003134G44G0 05/22/2020 1421.50005/06/2014 999,480.00 2.091 2.120997,731.43
Fed. Home Loan Mortgage Corp.1678 Call 1,000,000.003134GAEF7 09/29/2021 6371.65009/29/2016 998,060.00 1.627 1.6501,000,000.00
Fed. Home Loan Mortgage Corp.2167 Call 1,500,000.003134GUVW7 09/06/2024 1,7102.00012/06/2019 1,500,060.00 1.972 2.0001,500,000.00
Fed. Home Loan Mortgage Corp.2169 Call 1,500,000.003134GUVW7 09/06/2024 1,7102.00012/06/2019 1,500,060.00 1.972 2.0001,500,000.00
Fed. Home Loan Mortgage Corp.2170 Call 1,500,000.003134GUWU0 12/12/2024 1,8072.00012/12/2019 1,500,165.00 1.972 2.0001,500,000.00
Fed. Home Loan Mortgage Corp.2183 Call 1,000,000.003134GUC65 06/19/2024 1,6312.00012/19/2019 1,000,120.00 1.972 2.0001,000,000.00
Fed. Home Loan Mortgage Corp.2187 Call 1,500,000.003134GUB66 12/23/2024 1,8182.05012/23/2019 1,500,060.00 2.021 2.0501,500,000.00
Fed. Home Loan Mortgage Corp.2191 Call 1,500,000.003134GUH52 12/30/2024 1,8252.10012/30/2019 1,500,180.00 2.071 2.1001,500,000.00
Federal National Mortgage Asso1048 2,000,000.003136G0AW1 10/16/2020 2892.35004/16/2012 2,011,220.00 2.317 2.3502,000,000.00
Federal National Mortgage Asso1059 2,000,000.003136G0DU2 04/30/2020 1202.00004/30/2012 2,002,620.00 1.972 2.0002,000,000.00
Federal National Mortgage Asso1061 1,500,000.003136G0EC1 04/30/2020 1202.05004/30/2012 1,502,205.00 2.021 2.0501,500,000.00
Federal National Mortgage Asso1066 2,000,000.003136G0FJ5 10/30/2020 3032.00004/30/2012 2,003,660.00 1.972 2.0002,000,000.00
Federal National Mortgage Asso1268 1,500,000.003136FTR43 08/28/2020 2402.00004/08/2014 1,502,865.00 2.172 2.2021,498,143.67
Federal National Mortgage Asso1276 1,000,000.003136G0U58 04/30/2021 4851.75004/16/2014 1,002,510.00 2.364 2.397992,117.48
Federal National Mortgage Asso1288 250,000.003136G0M57 04/09/2021 4641.75005/02/2014 250,282.50 2.452 2.486247,859.49
Federal National Mortgage Asso1654 1,000,000.003136G0EG2 04/23/2021 4782.28006/30/2016 1,008,420.00 1.171 1.1871,013,881.65
Federal National Mortgage Asso1669 Call 1,350,000.003136G3XZ3 07/28/2021 5741.50007/28/2016 1,345,545.00 1.505 1.5261,349,468.44
Federal National Mortgage Asso1687 Call 1,050,000.003136G36A8 09/27/2024 1,7312.00009/27/2016 1,036,969.50 1.972 2.0001,050,000.00
Federal National Mortgage Asso1715 500,000.0031364CCC0 04/30/2026 2,3117.12511/10/2016 651,645.00 2.367 2.400633,064.25
Federal National Mortgage Asso1883 500,000.003136G05L1 08/26/2022 9682.00012/29/2017 504,575.00 2.238 2.270496,616.21
Federal National Mortgage Asso1894 1,000,000.003135G0T78 10/05/2022 1,0082.00001/09/2018 1,010,750.00 2.288 2.320991,668.11
Federal National Mortgage Asso1904 1,000,000.003135G0T78 10/05/2022 1,0082.00001/19/2018 1,010,750.00 2.409 2.443988,503.48
Federal National Mortgage Asso1922 1,000,000.003136G0P62 10/15/2020 2881.50002/05/2018 997,870.00 2.268 2.300993,911.27
Portfolio CPA
AP
Run Date: 01/12/2020 - 03:58 FI (PRF_FI) 7.1.1
Report Ver. 7.3.3a
December 31, 2019
Par Value Days ToMaturityMaturityDateCurrentRateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 14
CUSIP Investment #Issuer
PurchaseDate Book Value YTM360 YTM365
Federal Agency Bonds
Federal National Mortgage Asso1926 1,500,000.003135G0T94 01/19/2023 1,1142.37502/08/2018 1,533,870.00 2.574 2.6101,489,971.18
Federal National Mortgage Asso1960 Call 250,000.003136G33H6 08/24/2026 2,4272.10010/24/2018 246,435.00 3.603 3.653227,724.73
San Mateo Union High School Dt2153 MUN 1,360,000.00799017WD6 09/01/2028 3,1662.23711/07/2019 1,334,758.40 2.447 2.4801,334,332.25
Tennessee Valley Authority1132 500,000.00880591EL2 02/15/2021 4113.87512/14/2012 511,115.00 1.596 1.618511,815.04
Tennessee Valley Authority1133 1,010,000.00880591EN8 08/15/2022 9571.87512/14/2012 1,014,080.40 1.893 1.9201,008,913.99
Tennessee Valley Authority1145 1,500,000.00880591EL2 02/15/2021 4113.87501/23/2013 1,533,345.00 1.647 1.6691,534,591.28
Tennessee Valley Authority1260 1,160,000.00880591EL2 02/15/2021 4113.87503/12/2014 1,185,786.80 2.427 2.4611,176,824.42
Tennessee Valley Authority1508 1,000,000.00880591CJ9 11/01/2025 2,1316.75011/20/2015 1,269,280.00 2.807 2.8461,197,080.98
Tennessee Valley Authority1519 750,000.00880591ER9 09/15/2024 1,7192.87501/15/2016 785,460.00 2.564 2.600758,628.81
Tennessee Valley Authority1589 775,000.00880591CJ9 11/01/2025 2,1316.75004/18/2016 983,692.00 2.337 2.370951,294.33
Tennessee Valley Authority1703 1,490,000.00880591EN8 08/15/2022 9571.87510/07/2016 1,496,019.60 1.538 1.5601,501,710.21
Tennessee Valley Authority1714 1,250,000.00880591CJ9 11/01/2025 2,1316.75011/10/2016 1,586,600.00 2.317 2.3501,537,734.45
Subtotal and Average 260,942,665.99 259,229,909.09 262,105,669.82 2.260 2.291 1,590
Treasury Securities (Notes)
U.S. Treasury1761 TB 1,500,000.00912828J43 02/28/2022 7891.75003/09/2017 1,505,625.00 2.071 2.1001,489,281.54
U.S. Treasury1866 TB 1,500,000.00912828L57 09/30/2022 1,0031.75010/06/2017 1,506,030.00 1.914 1.9411,492,532.89
U.S. Treasury1898 TB 1,500,000.00912828P38 01/31/2023 1,1261.75001/11/2018 1,506,210.00 2.308 2.3401,474,399.66
U.S. Treasury1905 TB 1,500,000.00912828N30 12/31/2022 1,0952.12501/22/2018 1,522,845.00 2.387 2.4201,487,552.08
U.S. Treasury1923 TB 1,500,000.00912828P38 01/31/2023 1,1261.75002/05/2018 1,506,210.00 2.560 2.5961,463,520.01
U.S. Treasury1925 TB 1,000,000.00912828P38 01/31/2023 1,1261.75002/08/2018 1,004,140.00 2.487 2.521977,765.87
U.S. Treasury1929 TB 1,000,000.00912828P79 02/28/2023 1,1541.50002/09/2018 996,520.00 2.534 2.570968,475.47
U.S. Treasury1934 TB 1,000,000.00912828P79 02/28/2023 1,1541.50002/15/2018 996,520.00 2.601 2.638966,527.72
Subtotal and Average 10,320,055.24 10,500,000.00 10,544,100.00 2.330 2.362 1,060
Municipal Bonds
Acalanes Union High School Dis1494 MUN 1,000,000.00004284B38 08/01/2021 5782.38110/30/2015 1,009,520.00 2.120 2.1501,003,418.35
County of Alameda2173 MUN 290,000.00010878AS5 08/01/2026 2,4044.00012/05/2019 322,813.50 2.139 2.168322,385.71
Alameda County Joint Pws Auth.2005 MUN 505,000.00010831DS1 06/01/2025 1,9783.36512/24/2018 534,789.95 3.175 3.220508,548.84
Antelope Valley Community Coll1790 MUN 220,000.0003667PFL1 08/01/2022 9432.60805/09/2017 223,799.40 2.266 2.298221,638.32
Antelope Valley Community Coll2069 MUN 500,000.0003667PFN7 08/01/2024 1,6743.02608/16/2019 518,100.00 1.876 1.902524,458.82
State of Arkansas1913 MUN 320,000.00041042ZW5 06/01/2022 8822.87501/26/2018 328,444.80 2.486 2.520322,580.53
Burlingame School District1548 MUN 730,000.00121457EQ4 08/01/2025 2,0396.23802/24/2016 815,183.70 3.557 3.606820,206.64
Portfolio CPA
AP
Run Date: 01/12/2020 - 03:58 FI (PRF_FI) 7.1.1
Report Ver. 7.3.3a
December 31, 2019
Par Value Days ToMaturityMaturityDateCurrentRateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 15
CUSIP Investment #Issuer
PurchaseDate Book Value YTM360 YTM365
Municipal Bonds
Cabrillo Community College Dis2119 MUN 2,000,000.00127109QD1 08/01/2027 2,7692.38510/08/2019 1,979,920.00 2.342 2.3752,000,000.00
Carlsbad Unified School Dist .1547 MUN 300,000.00142665DH8 08/01/2021 5784.58402/24/2016 312,234.00 2.130 2.159310,804.09
Carlsbad Unified School Dist .1556 MUN 1,250,000.00142665DH8 08/01/2021 5784.58403/04/2016 1,300,975.00 2.138 2.1681,294,805.24
Carlsbad Unified School Dist .1753 MUN 350,000.00142665DH8 08/01/2021 5784.58402/17/2017 364,273.00 2.317 2.350361,690.10
Carlsbad Unified School Dist .1857 MUN 305,000.00142665DJ4 08/01/2026 2,4045.23409/27/2017 356,569.40 2.850 2.890346,259.66
Cerritos Community College Dis1523 MUN 500,000.00156792GV9 08/01/2021 5782.78101/27/2016 507,860.00 2.012 2.040505,520.44
Cerritos Community College Dis1876 MUN 55,000.00156792GW7 08/01/2022 9432.97111/30/2017 56,505.90 2.416 2.45055,694.68
Contra Costa Community College2103 MUN 400,000.00212204JJ1 08/01/2028 3,1352.21309/12/2019 388,036.00 2.071 2.100403,515.97
Contra Costa Community College2120 MUN 990,000.00212204JK8 08/01/2029 3,5002.26309/20/2019 953,330.40 2.505 2.539966,896.56
State of Delaware1952 MUN 1,500,000.002463807H6 07/01/2022 9123.50005/03/2018 1,561,740.00 2.927 2.9671,518,618.83
Fremon Union High School Distr1646 MUN 525,000.00357172VA0 02/01/2026 2,2236.08006/28/2016 619,773.00 2.994 3.035609,907.69
Fullerton School District1916 MUN 995,000.00359819DN6 08/01/2026 2,4043.16002/14/2018 1,040,372.00 3.028 3.0701,000,146.60
Fullerton School District1917 MUN 750,000.00359819DM8 08/01/2025 2,0393.04002/14/2018 779,520.00 2.959 3.000751,481.13
Fullerton School District2085 MUN 365,000.00359819DN6 08/01/2026 2,4043.16008/29/2019 381,644.00 1.913 1.940392,305.31
State of Georgia1613 MUN 500,000.00373384RU2 10/01/2022 1,0043.57005/17/2016 520,940.00 1.878 1.904521,526.24
State of Georgia1645 MUN 365,000.00373384W69 02/01/2023 1,1273.25006/27/2016 379,483.20 1.898 1.925378,937.91
State of Georgia1666 MUN 1,825,000.003733844V5 02/01/2025 1,8582.37507/29/2016 1,845,513.00 1.972 1.9991,856,837.79
State of Georgia1691 MUN 385,000.00373384RU2 10/01/2022 1,0043.57009/26/2016 401,123.80 1.630 1.653404,275.80
State of Georgia1775 MUN 250,000.00373384RX6 10/01/2025 2,1004.00004/10/2017 273,215.00 2.739 2.777265,567.40
State of Georgia1919 MUN 1,095,000.00373384RY4 10/01/2026 2,4654.31001/26/2018 1,226,137.20 2.979 3.0201,178,291.26
State of Georgia1945 MUN 200,000.00373384RY4 10/01/2026 2,4654.31003/19/2018 223,952.00 3.204 3.248212,400.89
State of Georgia1962 MUN 390,000.00373384SP2 10/01/2023 1,3693.74010/25/2018 415,209.60 3.093 3.136398,119.84
State of Georgia1967 MUN 350,000.00373385BU6 02/01/2027 2,5882.72010/31/2018 359,380.00 3.412 3.460334,148.36
State of Georgia1980 MUN 1,200,000.00373384PB6 11/01/2027 2,8615.01411/30/2018 1,414,044.00 3.649 3.7001,304,354.93
State of Georgia2086 MUN 1,500,000.00373384RV0 10/01/2023 1,3693.72008/29/2019 1,589,175.00 1.749 1.7741,605,115.66
City of Glendora2109 MUN 1,345,000.00378612AL9 06/01/2028 3,0742.26509/16/2019 1,324,179.40 2.318 2.3501,336,316.32
City of Glendora2137 MUN 400,000.00378612AL9 06/01/2028 3,0742.26510/02/2019 393,808.00 2.194 2.225401,212.39
State of Hawaii1685 MUN 1,045,000.00419792DA1 10/01/2026 2,4653.15010/19/2016 1,092,683.35 2.431 2.4651,087,584.80
State of Hawaii1852 MUN 225,000.00419791YP7 02/01/2022 7624.80009/21/2017 238,072.50 2.071 2.100237,030.69
State of Hawaii1944 MUN 1,000,000.00419792NH5 10/01/2022 1,0041.92103/20/2018 1,005,800.00 2.584 2.620981,978.48
State of Hawaii1946 MUN 355,000.00419791YP7 02/01/2022 7624.80003/21/2018 375,625.50 2.761 2.800368,921.62
State of Hawaii1947 MUN 1,500,000.00419792NH5 10/01/2022 1,0041.92103/29/2018 1,508,700.00 2.663 2.7001,469,924.63
Portfolio CPA
AP
Run Date: 01/12/2020 - 03:58 FI (PRF_FI) 7.1.1
Report Ver. 7.3.3a
December 31, 2019
Par Value Days ToMaturityMaturityDateCurrentRateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 16
CUSIP Investment #Issuer
PurchaseDate Book Value YTM360 YTM365
Municipal Bonds
State of Hawaii1961 MUN 250,000.00419791YS1 02/01/2025 1,8585.23010/25/2018 284,782.50 3.363 3.410270,654.42
State of Hawaii1981 MUN 500,000.00419791YV4 02/01/2028 2,9535.48011/30/2018 602,275.00 3.687 3.739559,081.55
State of Hawaii1995 MUN 800,000.00419791YT9 02/01/2026 2,2235.33012/06/2018 933,728.00 3.304 3.350885,021.33
State of Hawaii2019 MUN 750,000.00419792NH5 10/01/2022 1,0041.92101/17/2019 754,350.00 2.613 2.650735,756.69
City of Los Angeles1748 MUN 1,000,000.00544351KS7 09/01/2023 1,3392.64002/14/2017 1,016,160.00 2.784 2.8231,000,996.86
City of Los Angeles1879 MUN 1,090,000.00544351KR9 09/01/2022 9742.44012/11/2017 1,100,638.40 2.355 2.3881,091,409.56
City of Los Angeles1969 MUN 295,000.00544351NP0 09/01/2026 2,4353.30011/02/2018 309,543.50 3.530 3.579290,225.58
City of Los Angeles2008 MUN 1,000,000.00544351MS5 09/01/2026 2,4353.50001/07/2019 1,061,510.00 3.077 3.1191,022,352.94
Los Angeles Dept. of WTR & PWR1949 MUN 1,500,000.00544495VX9 07/01/2027 2,7385.51603/29/2018 1,809,975.00 3.254 3.3001,713,244.90
Los Angeles Dept. of WTR & PWR1965 MUN 425,000.00544495VX9 07/01/2027 2,7385.51610/29/2018 512,826.25 3.600 3.650475,571.60
Los Angeles Dept. of WTR & PWR1975 MUN 300,000.00544525NW4 07/01/2022 9125.18111/07/2018 323,907.00 3.166 3.210313,834.93
State of Maryland1689 MUN 485,000.005741925C0 03/01/2022 7904.30009/16/2016 510,840.80 1.534 1.555512,605.31
State of Maryland1762 MUN 1,000,000.00574193NC8 03/15/2022 8042.25003/22/2017 1,008,010.00 2.219 2.2501,000,000.00
State of Maryland1941 MUN 1,500,000.00574193PU6 03/15/2021 4392.48003/21/2018 1,512,870.00 2.406 2.4401,500,691.01
State of Maryland1943 MUN 1,280,000.005741925D8 03/01/2023 1,1554.40003/20/2018 1,378,982.40 2.633 2.6701,345,266.63
State of Maryland1958 MUN 1,690,000.005741926L9 08/01/2024 1,6744.20010/19/2018 1,851,817.50 3.413 3.4611,741,413.11
State of Maryland2184 MUN 500,000.005741926N5 08/01/2025 2,0394.35012/16/2019 556,290.00 2.089 2.118558,414.07
State of Maryland - Dept/Trans2134 MUN 1,000,000.00574204WH2 06/15/2023 1,2614.45010/15/2019 1,076,780.00 1.893 1.9201,084,007.70
State of Michigan2002 MUN 825,000.005946108C4 05/15/2026 2,3263.85012/21/2018 856,952.25 3.452 3.500841,062.52
Menlo Park City School Dist.2104 MUN 1,000,000.00586840ND8 07/01/2027 2,7382.21410/08/2019 995,640.00 2.183 2.2141,000,000.00
Mtn. View-Whisman School Dist.1348 MUN 500,000.0062451FFK1 08/01/2021 5782.97307/24/2014 507,545.00 2.893 2.933501,594.74
Marin Community College Dist.1858 MUN 500,000.0056781RGU5 08/01/2027 2,7693.27209/28/2017 531,060.00 2.791 2.830514,528.41
Marin Community College Dist.1973 MUN 120,000.0056781RGT8 08/01/2026 2,4043.17211/05/2018 126,682.80 3.452 3.500117,742.97
Marin Community College Dist.2084 MUN 250,000.0056781RJL2 08/01/2027 2,7693.33008/29/2019 266,530.00 1.874 1.900275,055.31
Mt. San Antonio Community Coll1489 MUN 1,335,000.00623040GX4 08/01/2023 1,3084.10310/26/2015 1,434,110.40 2.490 2.5251,403,140.45
State of Mississippi1968 MUN 1,500,000.00605581LM7 11/01/2026 2,4963.75111/07/2018 1,639,500.00 3.377 3.4241,529,003.86
State of Mississippi1972 MUN 500,000.00605581LM7 11/01/2026 2,4963.75111/07/2018 546,500.00 3.401 3.449508,919.00
State of Mississippi2087 MUN 750,000.00605581HL4 12/01/2024 1,7962.98708/30/2019 787,710.00 1.745 1.770792,661.12
State of Mississippi2090 MUN 500,000.00605581HL4 12/01/2024 1,7962.98709/04/2019 525,140.00 1.783 1.807527,530.21
State of Mississippi2096 MUN 150,000.006055805W5 11/01/2025 2,1314.68109/09/2019 170,049.00 1.888 1.914172,794.78
State of Mississippi2189 MUN 250,000.006055805V7 11/01/2024 1,7664.51112/19/2019 277,475.00 2.079 2.108277,453.17
City of Napa Solid Waste2055 MUN 595,000.00630337AL7 08/01/2024 1,6742.20008/08/2019 594,470.45 1.968 1.996600,267.39
Portfolio CPA
AP
Run Date: 01/12/2020 - 03:58 FI (PRF_FI) 7.1.1
Report Ver. 7.3.3a
December 31, 2019
Par Value Days ToMaturityMaturityDateCurrentRateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 17
CUSIP Investment #Issuer
PurchaseDate Book Value YTM360 YTM365
Municipal Bonds
State of New Hampshire1948 MUN 1,500,000.00644682M37 06/01/2021 5173.50003/22/2018 1,534,995.00 2.544 2.5801,518,628.98
Northern CA Power Agency2058 MUN 500,000.00664845DF8 06/01/2020 1524.63008/08/2019 505,660.00505,296.08
New York St Envrnmntl Facs1942 MUN 1,000,000.0064985HWN3 07/15/2020 1961.43103/15/2018 997,850.00 2.377 2.410994,895.95
New York St Envrnmntl Facs2007 MUN 450,000.0064985HWS2 07/15/2024 1,6572.12001/04/2019 453,537.00 2.860 2.900435,375.25
New York State Urban Dev Corp.2097 MUN 700,000.006500357D4 03/15/2026 2,2653.07009/09/2019 733,047.00 2.071 2.100739,181.66
New York State Envrnmntl Corp1933 MUN 2,000,000.0064986DEE1 06/15/2022 8962.43802/15/2018 2,031,240.00 2.624 2.6611,989,685.52
New York State Envrnmntl Corp2022 MUN 1,000,000.00649791CN8 03/01/2023 1,1554.69001/22/2019 1,080,110.00 2.752 2.7911,056,421.91
New York State Envrnmntl Corp2024 MUN 1,000,000.00649791CN8 03/01/2023 1,1554.69002/08/2019 1,080,110.00 2.751 2.7901,056,493.51
New York State Envrnmntl Corp2146 MUN 1,500,000.00649791PQ7 02/15/2025 1,8722.12010/31/2019 1,496,175.00 2.063 2.0911,502,134.39
Ohlone Community College Distr2165 MUN 600,000.00677765GY9 08/01/2027 2,7692.23711/22/2019 591,972.00 2.271 2.303597,243.38
Ohlone Community College Distr2175 MUN 280,000.00677765GY9 08/01/2027 2,7692.23712/06/2019 276,253.60 2.327 2.360277,619.40
Ohlone Community College Distr2179 MUN 970,000.00677765HA0 08/01/2029 3,5002.33712/11/2019 946,506.60 2.382 2.415963,538.46
State of Ohio1550 MUN 1,500,000.00677522HZ0 05/01/2021 4861.57003/09/2016 1,497,660.00 1.548 1.5691,500,000.00
State of Ohio1688 MUN 800,000.00677522JB1 05/01/2023 1,2162.11009/13/2016 807,584.00 1.764 1.788808,040.20
State of Ohio1742 MUN 2,000,000.00677522JB1 05/01/2023 1,2162.11001/31/2017 2,018,960.00 2.485 2.5201,974,837.33
State of Ohio1832 MUN 900,000.006775207G7 04/01/2024 1,5524.97106/30/2017 1,008,513.00 2.416 2.450988,352.31
State of Ohio1881 MUN 200,000.00677521GP5 11/01/2020 3053.62512/21/2017 203,192.00 2.179 2.210202,271.84
Orchard School District1910 MUN 200,000.00685585FD8 08/01/2027 2,7693.12501/25/2018 206,244.00 3.208 3.253198,379.24
State of Oregon1682 MUN 570,000.0068609BGH4 05/01/2022 8512.50008/29/2016 578,139.60 1.528 1.550582,047.38
State of Oregon1974 MUN 500,000.0068607LXQ5 06/01/2027 2,7085.89211/06/2018 592,585.00 3.516 3.565563,114.02
State of Oregon2003 MUN 300,000.0068608USE7 08/01/2025 2,0392.87712/21/2018 308,262.00 3.156 3.200295,153.20
State of Oregon2015 MUN 445,000.0068607LXQ5 06/01/2027 2,7085.89201/16/2019 527,400.65 3.537 3.587510,188.65
City of Pacifica2138 MUN 1,015,000.0069511AAS3 06/01/2025 1,9782.56310/23/2019 1,008,930.30 2.469 2.5031,017,991.43
City of Pacifica2139 MUN 580,000.0069511AAT1 06/01/2026 2,3432.66310/23/2019 575,203.40 2.611 2.647580,507.07
Pasadena CA Public Finance Aut1985 MUN 665,000.00702274CP4 12/01/2023 1,4303.43812/06/2018 699,553.40 3.205 3.250669,481.91
Palo Alto Unified School Dist.1192 MUN 2,000,000.00697379UE3 08/01/2021 5782.44105/10/2013 2,022,780.00 2.031 2.0602,011,038.10
Palo Alto Unified School Dist.1193 MUN 1,800,000.00697379UE3 08/01/2021 5782.44105/13/2013 1,820,502.00 2.031 2.0601,809,933.96
Palo Alto Unified School Dist.1195 MUN 1,990,000.00697379UE3 08/01/2021 5782.44105/15/2013 2,012,666.10 2.051 2.0802,000,399.03
Palo Alto Unified School Dist.1437 MUN 200,000.00697379UE3 08/01/2021 5782.44101/27/2015 202,278.00 2.041 2.070201,093.31
Palo Alto Unified School Dist.1610 MUN 1,000,000.00697379UE3 08/01/2021 5782.44105/12/2016 1,011,390.00 1.528 1.5501,013,496.17
Palo Alto Unified School Dist.1684 MUN 600,000.00697379UD5 08/01/2020 2132.29109/02/2016 602,058.00 1.290 1.308603,342.71
Palo Alto Unified School Dist.1880 MUN 1,025,000.00697379UD5 08/01/2020 2132.29112/20/2017 1,028,515.75 1.923 1.9501,026,974.08
Portfolio CPA
AP
Run Date: 01/12/2020 - 03:58 FI (PRF_FI) 7.1.1
Report Ver. 7.3.3a
December 31, 2019
Par Value Days ToMaturityMaturityDateCurrentRateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 18
CUSIP Investment #Issuer
PurchaseDate Book Value YTM360 YTM365
Municipal Bonds
State of Rhode Island2192 MUN 260,000.0076222RYN6 01/15/2025 1,8412.00012/20/2019 259,784.20 2.017 2.045259,439.20
Redwood City School District2130 MUN 1,000,000.00757889EH9 08/01/2027 2,7692.28410/16/2019 986,440.00 2.252 2.2841,000,000.00
San Bernardino Cmty College Di2166 MUN 1,500,000.00796720NC0 08/01/2028 3,1352.59012/12/2019 1,497,210.00 2.554 2.5901,500,000.00
County of Santa Clara1897 MUN 1,340,000.00801546PH9 08/01/2023 1,3082.50001/11/2018 1,366,063.00 2.436 2.4701,341,331.02
County of Santa Clara1899 MUN 1,460,000.00801546PJ5 08/01/2024 1,6742.68001/12/2018 1,505,771.00 2.643 2.6801,460,000.00
Santa Clara Vly Transportation1964 MUN 1,400,000.0080168NEL9 04/01/2021 4564.64910/29/2018 1,448,286.00 3.008 3.0501,426,760.55
Santa Clara Valley Water Dist.2181 MUN 1,555,000.0080168ACV7 06/01/2028 3,0742.43412/12/2019 1,539,092.35 2.416 2.4501,553,099.27
Santa Cruz County Capital Fin.1906 MUN 465,000.0080181PCT2 06/01/2024 1,6132.50001/25/2018 472,170.30 2.968 3.010455,523.64
Santa Cruz County Capital Fin.1907 MUN 465,000.0080181PCU9 06/01/2025 1,9782.75001/25/2018 476,485.50 3.008 3.050458,266.20
Santa Cruz County Capital Fin.1908 MUN 470,000.0080181PCV7 06/01/2026 2,3433.00001/25/2018 487,093.90 3.107 3.150466,037.88
Santa Cruz County Capital Fin.1909 MUN 280,000.0080181PCW5 06/01/2027 2,7083.00001/25/2018 289,340.80 3.205 3.250275,546.83
City & County of San Francisco1441 MUN 360,000.00797646NL6 06/15/2022 8964.95002/09/2015 384,696.00 2.416 2.450380,108.29
City & County of San Francisco1509 MUN 1,000,000.00797646NC6 06/15/2025 1,9925.45011/27/2015 1,162,960.00 3.067 3.1101,109,705.22
City & County of San Francisco1711 MUN 2,105,000.00797646T48 06/15/2025 1,9922.29011/01/2016 2,128,807.55 2.219 2.2492,109,128.89
City & County of San Francisco1712 MUN 245,000.00797646T55 06/15/2026 2,3572.39011/01/2016 247,810.15 2.376 2.410244,715.64
City & County of San Francisco1839 MUN 230,000.00797646T48 06/15/2025 1,9922.29007/14/2017 232,601.30 2.682 2.720225,172.25
City & County of San Francisco2014 MUN 1,420,000.00797646ND4 06/15/2026 2,3575.60001/16/2019 1,693,051.80 3.304 3.3501,601,250.93
City & County of San Francisco2148 MUN 1,120,000.007976466C5 06/15/2029 3,4532.10010/31/2019 1,065,870.40 2.337 2.3691,094,543.11
San Francisco Cmnty Facs Dist1937 MUN 680,000.0079772EBC2 09/01/2027 2,8003.25003/02/2018 715,108.40 3.451 3.499669,025.94
San Francisco Cmnty Facs Dist2132 MUN 350,000.0079772ECL1 09/01/2029 3,5313.64810/11/2019 371,427.00 2.398 2.431386,357.18
SF Bay Area Rapid Transit Dist1938 MUN 2,100,000.00797669XU7 07/01/2021 5472.38703/07/2018 2,121,000.00 2.494 2.5282,095,735.02
SF Bay Area Rapid Transit Dist1939 MUN 1,500,000.00797669XU7 07/01/2021 5472.38703/07/2018 1,515,000.00 2.497 2.5311,496,885.89
SF Bay Area Rapid Transit Dist2018 MUN 875,000.00797669XU7 07/01/2021 5472.38701/17/2019 883,750.00 2.544 2.579872,558.80
SF Bay Area Rapid Transit Dist2029 MUN 200,000.00797669XW3 07/01/2023 1,2772.62102/25/2019 205,118.00 2.672 2.710199,412.64
San Jose Evergreen Cmnty Colll1966 MUN 315,000.00798189PK6 09/01/2027 2,8003.72810/29/2018 340,707.15 3.676 3.727315,000.00
San Jose Evergreen Cmnty Colll2105 MUN 500,000.00798189QA7 08/01/2028 3,1352.35010/01/2019 493,695.00 2.317 2.350500,000.00
San Jose Unified School Dist.1435 MUN 580,000.00798186C83 08/01/2023 1,3082.50001/29/2015 587,058.60 2.663 2.700576,307.87
Santa Monica Cmnty College Dis2025 MUN 215,000.00802385QW7 08/01/2022 9432.90802/19/2019 220,164.30 2.714 2.752215,829.10
Santa Monica Cmnty College Dis2091 MUN 315,000.00802385RC0 08/01/2028 3,1353.47209/05/2019 337,642.20 1.972 2.000351,286.59
San Mateo Union High School Dt1518 MUN 180,000.00799017KV9 09/01/2021 6092.72001/19/2016 182,707.20 2.046 2.075181,816.56
San Mateo Union High School Dt1902 MUN 1,000,000.00799017UW6 09/01/2025 2,0702.69901/16/2018 1,022,630.00 2.786 2.825993,601.31
San Mateo Union High School Dt1940 MUN 1,000,000.00799017UW6 09/01/2025 2,0702.69903/09/2018 1,022,630.00 2.959 3.000984,813.67
Portfolio CPA
AP
Run Date: 01/12/2020 - 03:58 FI (PRF_FI) 7.1.1
Report Ver. 7.3.3a
December 31, 2019
Par Value Days ToMaturityMaturityDateCurrentRateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 19
CUSIP Investment #Issuer
PurchaseDate Book Value YTM360 YTM365
Municipal Bonds
San Mateo Union High School Dt2178 MUN 1,565,000.00799017VM7 09/01/2028 3,1662.54212/11/2019 1,572,950.20 2.311 2.3431,589,149.64
Solano Cnty Community Clg Dist2176 MUN 1,150,000.0083412PFQ0 08/01/2028 3,1352.71712/09/2019 1,158,142.00 2.462 2.4961,169,446.05
South Pasadena Unified School1914 MUN 180,000.00839278JM1 08/01/2027 2,7693.00002/15/2018 183,907.80 3.057 3.100178,822.49
South Pasadena Unified School2161 MUN 370,000.00839278KC1 08/01/2029 3,5005.00012/12/2019 437,809.90 2.598 2.634443,653.57
South Pasadena Unified School2162 MUN 250,000.00839278KB3 08/01/2028 3,1355.00012/12/2019 292,630.00 2.549 2.584296,190.98
South Pasadena Unified School2163 MUN 145,000.00839278KA5 08/01/2027 2,7695.00012/12/2019 167,807.05 2.500 2.534169,508.43
South Pasadena Unified School2164 MUN 390,000.00839278JZ2 08/01/2026 2,4045.00012/12/2019 447,618.60 2.378 2.411451,075.76
San Rafael City High Sch Distr2150 MUN 1,755,000.00799289MR1 08/01/2024 1,6741.96511/13/2019 1,748,471.40 1.938 1.9651,755,000.00
Sunnyvale Elementary Sch Distr2100 MUN 135,000.00867578UT1 09/01/2028 3,1662.19009/19/2019 131,692.50 2.157 2.187135,000.00
Sunnyvale Elementary Sch Distr2101 MUN 135,000.00867578US3 09/01/2027 2,8002.09009/19/2019 131,947.65 2.061 2.090135,000.00
State of Tennessee1673 MUN 1,000,000.00880541XY8 08/01/2026 2,4042.11608/25/2016 995,720.00 1.923 1.9501,009,881.63
State of Tennessee1674 MUN 1,650,000.00880541XX0 08/01/2025 2,0392.06608/25/2016 1,649,274.00 1.893 1.9201,662,290.24
State of Tennessee1676 MUN 700,000.00880541XX0 08/01/2025 2,0392.06608/25/2016 699,692.00 1.893 1.920705,214.04
State of Tennessee2001 MUN 205,000.00880541QU4 08/01/2024 1,6743.72812/20/2018 220,416.00 2.860 2.900212,126.51
State of Texas1482 MUN 920,000.00882723PP8 10/01/2021 6392.58910/14/2015 933,238.80 1.864 1.890930,593.16
State of Texas1621 MUN 500,000.00882723A41 10/01/2020 2741.77706/07/2016 500,135.00 1.450 1.470501,110.23
State of Texas1708 MUN 110,000.00882722VJ7 04/01/2022 8213.67310/19/2016 114,516.60 1.825 1.850114,272.44
State of Texas1855 MUN 250,000.00882723EN5 08/01/2025 2,0393.83209/22/2017 261,035.00 2.747 2.785263,028.76
State of Texas2013 MUN 1,000,000.00882722VH1 04/01/2021 4563.52301/11/2019 1,020,580.00 3.503 3.5521,008,926.87
State of Texas2195 MUN 1,500,000.008827237P8 10/01/2025 2,1003.05112/23/2019 1,582,080.00 1.975 2.0031,584,901.88
University of California1356 MUN 425,000.0091412GGU3 05/15/2020 1353.34807/31/2014 427,537.25 2.281 2.313426,523.49
University of California1481 MUN 260,000.0091412GQB4 05/15/2020 1351.99510/08/2015 260,273.00 1.824 1.850260,133.73
University of California2077 MUN 1,500,000.0091412GQG3 05/15/2025 1,9613.05008/26/2019 1,571,220.00 1.930 1.9571,582,859.55
University of California2095 MUN 1,000,000.0091412GQG3 05/15/2025 1,9613.05009/09/2019 1,047,480.00 1.797 1.8211,062,387.10
State of Utah1622 MUN 750,000.00917542QT2 07/01/2020 1823.28906/07/2016 755,782.50 1.430 1.450756,672.54
State of Utah1731 MUN 770,000.00917542QR6 07/01/2024 1,6434.55401/04/2017 815,191.30 2.904 2.944819,706.37
State of Utah1990 MUN 1,000,000.00917542QU9 07/01/2021 5473.36911/29/2018 1,024,130.00 2.959 3.0001,005,272.53
State of Washington1672 MUN 250,000.0093974DHW1 08/01/2022 9432.74008/08/2016 256,862.50 1.504 1.524257,468.65
State of Washington1721 MUN 515,000.0093974CPH7 08/01/2022 9434.63612/05/2016 550,710.10 2.465 2.500541,339.90
State of Washington1778 MUN 1,500,000.0093974CPG9 08/01/2021 5784.58604/12/2017 1,563,360.00 2.081 2.1101,555,914.46
State of Washington1802 MUN 485,000.0093974CRC6 08/01/2024 1,6744.66905/23/2017 539,096.90 2.416 2.450529,963.04
State of Washington2196 MUN 500,000.0093974CRC6 08/01/2024 1,6744.66912/24/2019 555,770.00 1.978 2.005558,018.86
Portfolio CPA
AP
Run Date: 01/12/2020 - 03:58 FI (PRF_FI) 7.1.1
Report Ver. 7.3.3a
December 31, 2019
Par Value Days ToMaturityMaturityDateCurrentRateMarket Value
Fund ALL - Portfolio Listings
Investments by Fund Page 20
CUSIP Investment #Issuer
PurchaseDate Book Value YTM360 YTM365
Municipal Bonds
State of Wisconsin2000 MUN 500,000.0097705LA49 05/01/2022 8513.80012/19/2018 512,590.00 3.076 3.119507,471.29
Subtotal and Average 134,917,070.75 131,560,000.00 136,658,810.40 2.466 2.500 1,660
Supranationals (World Bank) Bonds
Inter-American Dev. Bank1978 IADB 1,500,000.004581X0CZ9 09/14/2022 9871.75011/09/2018 1,503,510.00 3.106 3.1501,446,922.67
Intl Bk Recon & Development1976 IBRD 1,500,000.00459056LD7 01/19/2023 1,1147.62511/08/2018 1,761,345.00 3.111 3.1551,690,063.84
Intl Bk Recon & Development1982 IBRD 1,000,000.00459058GL1 09/27/2023 1,3653.00011/27/2018 1,046,900.00 3.018 3.060997,909.78
Intl Bk Recon & Development1998 IBRD 1,000,000.0045905UZT4 11/22/2021 6911.75012/12/2018 998,200.00 2.850 2.890979,460.78
Intl Bk Recon & Development2028 IBRD 1,500,000.0045905U2D5 02/15/2024 1,5062.50002/28/2019 1,507,425.00 2.990 3.0311,500,000.00
Intl Bk Recon & Development2031 IBRD 2,000,000.0045905U2L7 03/15/2024 1,5352.50003/22/2019 2,003,100.00 3.261 3.3062,000,000.00
Intl Bk Recon & Development2039 IBRD 1,000,000.0045905U2W3 04/15/2024 1,5662.40004/30/2019 1,001,680.00 3.000 3.0421,000,000.00
Intl Bk Recon & Development2041 IBRD 1,000,000.0045905UZT4 11/22/2021 6911.75004/22/2019 998,200.00 2.416 2.450987,236.74
Intl Bk Recon & Development2106 IFC 1,500,000.0045950VNF9 09/20/2024 1,7241.70009/20/2019 1,485,195.00 1.676 1.7001,500,000.00
Intl Bk Recon & Development2110 IBRD 1,500,000.0045905U4D3 09/19/2022 9922.08009/19/2019 1,497,592.50 2.051 2.0801,500,000.00
Intl Bk Recon & Development2111 IBRD 1,500,000.00459058HG1 09/23/2024 1,7272.20009/23/2019 1,501,590.00 2.169 2.2001,500,000.00
Intl Bk Recon & Development2116 IBRD 1,500,000.00459058HG1 09/23/2024 1,7272.20009/23/2019 1,501,590.00 2.169 2.2001,500,000.00
Intl Bk Recon & Development2129 IBRD 1,500,000.00459058HD8 08/28/2024 1,7012.20010/03/2019 1,500,075.00 2.170 2.2001,499,971.50
Intl Bk Recon & Development2149 IBRD 1,500,000.0045905U3T9 08/28/2026 2,4312.39011/06/2019 1,501,560.00 2.358 2.3911,499,853.36
Intl Bk Recon & Development2154 IBRD 1,500,000.00459058HP1 11/13/2024 1,7782.05011/13/2019 1,496,430.00 2.021 2.0501,500,000.00
Intl Bk Recon & Development2156 IBRD 1,500,000.00459058HQ9 11/18/2024 1,7832.16011/18/2019 1,503,675.00 2.130 2.1601,500,000.00
Intl Bk Recon & Development2159 IBRD 1,500,000.00459058HQ9 11/18/2024 1,7832.16011/18/2019 1,503,675.00 2.130 2.1601,500,000.00
Intl Bk Recon & Development2168 IBRD 1,000,000.00459058HG1 09/23/2024 1,7272.20011/26/2019 1,001,060.00 2.118 2.1481,002,292.85
Intl Bk Recon & Development2185 IBRD 1,500,000.00459058HG1 09/23/2024 1,7272.20012/16/2019 1,501,590.00 2.136 2.1661,502,230.34
Intl Bk Recon & Development2199 IBRD 1,500,000.00459058HG1 09/23/2024 1,7272.20012/27/2019 1,501,590.00 2.147 2.1771,501,496.48
International Finance Corp.1988 IFC 1,500,000.0045950VMW3 12/15/2023 1,4443.00012/06/2018 1,512,060.00 3.328 3.3741,500,000.00
International Finance Corp.2012 IFC 2,000,000.0045950VMY9 01/15/2024 1,4752.50001/23/2019 2,007,280.00 3.103 3.1472,000,000.00
International Finance Corp.2023 IFC 1,500,000.0045950VNC6 02/15/2024 1,5062.62502/15/2019 1,507,950.00 3.054 3.0971,500,000.00
Subtotal and Average 33,107,438.34 33,000,000.00 33,343,272.50 2.556 2.591 1,531
Total Investments and Average 541,016,775.14 535,326,535.61 544,829,306.93 2.279 2.311 1,392
Portfolio CPA
AP
Run Date: 01/12/2020 - 03:58 FI (PRF_FI) 7.1.1
Report Ver. 7.3.3a
1 General Investment Guidelines:
a)The max. stated final maturity of individual securities in the portfolio should be 10 years.Full Compliance
b)A max. of 30 percent of the par value of the portfolio shall be invested in securities with maturities
beyond 5 years.28.6%
c)The City shall maintain a minimum of one month's cash needs in short term investments.Full Compliance
d)At least $50 million shall be maintained in securities maturing in less than 2 years.
Plus two managed pool accounts which provide instant liquidity:
- Local Agency Investment Fund (LAIF) - maximum investment limit i $65 million $37.2 million
- Fidelity Investments $3.1 million
e)Should market value of the portfolio fall below 95 percent of the book value, report this fact within a
reasonable time to the City Council and evaluate if there are risk of holding securities to maturity.100.70%
d) Commitments to purchase securities newly introduced on the market shall be made no more than
three (3) working days before pricing.Full Compliance
f) Whenever possible, the City will obtain three or more quotations on the purchase or sale of
comparable securities (excludes new issues, LAIF, City of Palo Alto bonds, money market
accounts, and mutual funds).Full Compliance
2 U.S. Government Securities:Full Compliance
a)There is no limit on purchase of these securities.
b)Securities will not exceed 10 years maturity.
3 U.S. Government Agency Securities:Full Compliance
a)There is no limit on purchase of these securities except for:
Callable and Multi-step-up securities provided that:
- The potential call dates are known at the time of purchase;
- the interest rates at which they "step-up" are known at the time of purchase; and
- the entire face value of the security is redeemed at the call date.
- No more than 25 percent of the par value of portfolio.21.99%
b) Securities will not exceed 10 years maturity.
4 California State, California Local Government Agencies, and other United States State Bonds:Full Compliancea)Having at time of investment a minimum Double A (AA/Aa2) rating as provided by a nationally
recognized rating service (e.g., Moody’s, Fitch, and/or Standard and Poor’s).
b)May not exceed 30 percent of the par value of the portfolio.24.83%
5 Certificates of Deposit (CD):Full Compliance
a) May not exceed 20 percent of the par value of the portfolio;None Held
b) No more than 10 percent of the par value of the portfolio in collateralized CDs in any institution.
c) Purchase collateralized deposits only from federally insured large banks that are rated by
a nationally recognized rating agency (e.g. Moody's, Fitch, and/or Standard & Poor's).
d) For non-rated banks, deposit should be limited to amounts federally insured (FDIC)
e) Rollovers are not permitted without specific instruction from authorized City staff.
6 Banker's Acceptance Notes (BA):Full Compliance
a) No more than 30 percent of the par value of the portfolio.None Held
b) Not to exceed 180 days maturity.
c) No more than $5 million with any one institution.
Attachment C
Investment Policy Compliance
As of December 31, 2019
Investment Policy Requirements Compliance Check / Actual
$126.5 million
1.96%
Attachment C
Investment Policy Compliance
As of December 31, 2019
Investment Policy Requirements Compliance Check / Actual
7 Commercial Paper:Full Compliance
a) No more than 15 percent of the par value of the portfolio.None Held
b) Having highest letter or numerical rating from a nationally recognized rating service.
c) Not to exceed 270 days maturity.
d) No more than $3 million or 10 percent of the outstanding commercial paper of any one institution,
whichever is lesser.
8 Short-Term Repurchase Agreement (REPO):Full Compliance
a) Not to exceed 1 year.None Held
b) Market value of securities that underlay a repurchase agreement shall be valued at 102 percent or
greater of the funds borrowed against those securities.
9 Money Market Deposit Accounts Full Compliance
a) Liquid bank accounts which seek to maintain a net asset value of $1.00.
10 Mutual Funds:Full Compliance
a) No more than 20 percent of the par value of the portfolio.None Held
b) No more than 10 percent of the par value with any one institution.
11 Negotiable Certificates of Deposit (NCD):Full Compliance
a) No more than 20 percent of the par value of the portfolio.8.01%
b) No more than $5 million in any one institution.Federally Insured
12 Medium-Term Corporate Notes:Full Compliance
a) No more than 10 percent of the par value of the portfolio.3.61%
b) Not to exceed 5 years maturity.
c) Securities eligible for investment shall have a minimum rating of AA or Aa2 from a nationally
recognized rating service.
d) No more than $5 million of the par value may be invested in securities of any single issuer, other
than the U.S. Government, its agencies and instrumentality.
e) If securities owned by the City are downgraded by either rating agencies to a level below AA it
shall be the City's policy to review the credit situation and make a determination as to whether
to sell or retain such securities.
13 Supranational Organizations Securities:Full Compliance
a) Securities will not exceed 5 years maturity 6.16%
b) No more than 20 percent of the par value of the portfolio.
c) No more than 10 percent in any one institution.
d) Securities eligible for investment shall have a minimum rating of AA or Aa2 from a nationally
recognized rating service.
14 Prohibited Investments:
a) Reverse Repurchase Agreements
b) Derivatives as defined in Appendix B of the Investment Policy
15 All securities shall be delivered to the City's safekeeping custodian, and held in the name of the
City, with the exception of :
- Certificates of Deposit, Mutual Funds, and Local Agency Investment Fund (LAIF)
Full Compliance
None Held
Full Compliance